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A Trip Down Two Nightmare Alleys: How Both Movies Compare

How do the two film versions of Nightmare Alley compare to each other-and to the original book?

We have a weird hang-up about remakes. It’s acceptable to remake other people’s movies, ones we haven’t seen or heard of or personally regard as being flawed, to begin with, but if they dare remake our movies, the ones we have a personal attachment to, we take it as a personal offense. Classic movie fans, who still cling to cable just for Turner Classic Movies, are a surprisingly rare exception to this rule.  It’s not just that they tend to be more mature or that they’re already aware many of their favorite films are remakes, to begin with. It’s because they’re aware that “their” movies are being remade for love as much as they are for money. When Peter Jackson announced he was remaking King Kong, or Rick Baker proudly announced he would be part of The Wolf Man remake, there was excitement rather than anger because it was well known that these particular artists loved the original films and wanted their tributes to do them justice.

There was similarly no outcry over Guillermo Del Toro’s remake of the noir classic Nightmare Alley because Del Toro’s love for both classic cinema and his encyclopedic knowledge of popular literature (well displayed in his exceptional commentaries for the DVD set of Rod Serling’s Night Gallery) meant he would be respectful of not just the source novel by William Lindsay Gresham but the classic 1947 film adaptation as well. One of the most unfortunate outcomes of the aforementioned hang-up is that some filmgoers, particularly younger ones, assume that any remake of a pre-1980s or pre-1970s films is automatically better than the original because they can take advantage of increased permissiveness and improvements in film technology and techniques. Del Toro’s Nightmare Alley certainly takes advantage of both, but does that make it a better film than the original adaptation directed by Edmund Goulding? Not necessarily. We have a situation here that’s not unlike that of the first and third versions of The Maltese Falcon, only this time it was the first film that had to pull its punches and the remake that can get away with certain story details and subject matter they couldn’t in another era of movie-making. And both cases demonstrate that greater artistic freedom does not necessarily mean improved artistic merit.

The Goulding Version

       Edmund Goulding’s 1947 film has long been celebrated by film noir aficionados as one of the best and most unique films in the genre. It is not just seedy entertainment but a compelling social and psychological study, one of the most peculiar ‘A’ films of the late Forties. Although highly stylized, it is not an exercise in style the way The Lady From Shanghai is, but instead strikes a successful balance between style and substance that exemplifies film noir at its best. Despite being criticized by some reviewers both on its initial release and afterward for holding back from the darker and sleazier content in Gresham’s book (even when accounting for Code restrictions of the time) and certain thematic differences from the source material, it remains faithful to the main storyline and manages to strike an equally strong emotional wallop. There had been numerous filmed exposés of the spiritualist racket since the silent era, mostly low-budget programmers such as Sinister Hands (1932) or Sucker Money (1930) and educational shorts such as Phantoms Inc (1945), but Nightmare Alley remains the best film treatment of this sadly enduring form of fraud.

It also features the best-ever performance by Tyrone Power, underrated when he was a top cinema star and now sadly too often forgotten today, even by classic film buffs. The successor to Douglas Fairbanks and Errol Flynn as the greatest action-adventure performer of his day, he unfortunately never had that one outstanding entertainment his predecessors had, a Thief of Baghdad or Adventures of Robin Hood, that would grant him lasting immortality. Instead, the atypical-for-him Nightmare Alley, although one of his biggest box-office flops, wound up being his greatest triumph as an actor. Ten years later, he seemed on verge of a comeback when he produced and starred in the underrated thriller Abandon Ship!, in which he had a role that combined the heroism of his earlier films with the moral ambiguity of Nightmare Alley, and then played the accused murderer in Witness to the Prosecution. His career seemed on the verge of taking the more sophisticated turn promised ten years earlier, but he sadly died of a heart attack in 1958 at the very young age of forty-four. 

Power’s Stan Carlisle is a classic noir heel in the tradition of those played by Kirk Douglas around the same time. Sure, he might have had a rough life, but unlike many other films of the era, there is no attempt to justify his actions or attitudes by the poverty or mistreatment he may have experienced. Although Gresham makes it clear that the childhood abuse Stan experienced was real, we never see any childhood flashbacks in Goulding’s film. Additionally, the deliberately unemotional way Power’s Carlisle describes his childhood makes us doubt his account, especially since we’ve already seen how two-faced and deceptive he is. There wouldn’t be another established American leading man bold enough to completely break with his beloved screen persona by playing an openly hateful character until Jerry Lewis essayed the role of Buddy Love in The Nutty Professor.

Nightmare Alley (1947)
Image: 20th Century Fox/New York Times

As strong as Power’s performance is, he was the rare leading actor who did not try to overpower (pun intended) his supporting cast. In particular, this is a rare movie of the period to feature three outstanding performances by actresses in leading or second lead roles that isn’t a comedy or marketed as a “woman’s picture.” More remarkable is that while each character has been cleaned up for film consumption, they’ve also been improved and given more for the actresses to work with. We don’t get the in-depth personal histories of the Gresham book, but both Furthman’s script and the performance of each actress fills in enough that we get a good idea of what their past lives must have been like. Each member of the character triad of Zeena, Molly, and Lilith (an equivalent to The Three Fates of Greek mythology, maybe?) represents a different stage in Stan’s life career, a different person he will take direct advantage of to further himself and who will in turn help determine the path he takes. They serve as the film’s equivalent to the tarot cards used to denote each character in the novel, symbols for the fate of Stan Carlisle (although his downfall, like that of most noir antiheroes, is ultimately the result of his own bad decisions) and signposts on his winding path towards complete darkness.

Joan Blondell is a most appropriate choice for the part of Zeena, the former Warner Brothers starlet who movingly sang “Remember My Forgotten Man” in Gold Diggers of 1933, now trying to take care of one such forgotten man (Pete), and inadvertently leading another (Stan) on the road to a similar fate. Blondell had just turned forty-one and the former leading lady best known as a superb comedienne was shifting into supporting roles in more serious films, but this did not help her career, and she wound up spending more time on the stage than before the camera. One wonders how much contemplation Blondell gave to her own life and career in developing her character. Zeena in the novel comes across as someone you would be afraid of shaking hands with lest you contract some sort of social disease (that doesn’t matter to a lowlife like Stan Carlisle, who makes her his first sexual conquest) and isn’t all that sympathetic; her treatment of Pete isn’t much better than the way Carlisle treats her and other women. Blondell’s Zeena is not only more sympathetic but more compassionate, and consequently, her betrayal by Stan has more impact and immediately destroys any sympathy we may have initially had for him.

Helen Walker also does an excellent job as psychiatrist Lilith Ritter, the sole actual femme fatale in the film’s dramatis personae. The character was one-dimensional in the book, used mostly as an opportunity for Gresham to vent against the perceived failures of his own psychiatric treatment, but Walker makes her a convincingly human villain.  We are clearly supposed to see an analogy between Stanton’s own spiritualist swindles and the whole “head-shrinking” practice, both scams that involve supposed mind-reading that are part of a larger culture of corruption. Walker gives a fascinatingly cerebral performance that adds complexity to the character; as with Stan, we can see that her cruel actions are motivated as much by survival instinct as they are by mere malice.

          Colleen Gray has perhaps the most interesting part.  The most controversial aspect of the 1947 film has long been the imposition of an overt message of Christian redemption, embodied by the film’s Molly. As with the 1953 adaptation of War of the Worlds, it not only goes against the book but the very worldview of the original author and has been regarded as an attempt to placate more sensitive members of the mass audience at the time. Yet it still must be said: even if her openly religious lines in the final quarter of the film were indeed imposed on the script by Darryl Zanuck, Gray speaks them with such sincerity and conviction that even this non-believer is moved by them. Perhaps that’s because they reflected her own views in real life, and in a case of life imitating art, she spent most of her later years volunteering for the local prison ministry.

The film telegraphs her character’s thematic importance when we’re introduced to Molly as Stan gives her a Coke, his first and, for most of the film, only act of sincere kindness. Molly will similarly be the one person throughout the film who shows a genuine, unselfish interest in him. It’s appropriate that this “Electric Lady” seems to glow brightly even when not doing her stage act since she is the one light of conscience in this dark universe. It’s a very different character in many ways from the Molly in the book, who has been victimized even worse than Stan, and her character in the movie is sanitized even more than that of Zeena was for the film (for one thing, it’s made clear early on in the book that she had a very unhealthy relationship with her father).  Somehow, this softening does not make her any less memorable character but makes her stronger and certainly less naïve than the character in the book.

          There is one additional performance in the film that doesn’t seem to get as much attention as the others in the film yet is so haunting that it deserves more accolades. Ian Keith is best known today for a role he didn’t get to play, namely that of Dracula, being the second choice behind Bela Lugosi for Universal’s production, but he had a long and distinguished career that should not be forgotten. His performance as Pete in Nightmare Alley gives us a good impression of what his Dracula could have been like, tragic and tormented, yet still cunning and capable. Especially memorable is his great scene where he explains the cold reading process to Stan and reveals that everyone has hidden secrets and weaknesses that can be easily revealed and exploited. Keith is downright chilling in this scene as he reveals what he could have been like in the past or even the present had it not been for his bottled-up demons.

Nightmare Alley (1947)
20th Century Fox/FILMGRAB

          Much credit for the film’s success must be given equally to both Edmund Goulding, long known as a fine “actor’s director,” and screenwriter Jules Furthman, who had previously written some of Josef von Sternberg’s best films, among them Blonde Venus, Shanghai Express and Morocco. Goulding, working with Morocco and Shanghai Express cinematographer Lee Garmes, seems to have taken some directorial influence from von Sternberg in the way he fills in “dead space” to make visual statements. Von Sternberg was one of the first directors of the sound era to make great advances in mise en scene, by figuring out how to minimize the aforementioned dead or empty space between the camera, subject, and background through the use of props, special lighting, and choice of lenses and camera filters. Goulding and Garmes use similar techniques early on in the carnival scenes to great effect.  Especially effective is how they use darkness to fill up the empty space between the subject and background, and this continues to be a motif as the movie moves to hotel rooms, offices, ballrooms, and even spacious exterior gardens. The cumulative effect is a visual equivalent to the metaphoric “nightmare alley” of the book: even in open spaces, there’s a claustrophobic feeling of oppressive darkness encroaching and narrowing to crush the lost souls that inhabit this world.

The Del Toro Take

          Obviously, there was much in Gresham’s original novel that had to be softened or omitted entirely to pass review in 1947, so when Guillermo Del Toro announced his remake, it was fully expected that he would be more faithful to the original novel. While more faithful in certain details, Del Toro also adds new story twists and details to the characters that weren’t in the original film (most notably making Stan a murderer and arsonist; this is revealed in the opening scene, so it isn’t a spoiler). Curiously, while he retains the book’s original downbeat ending and includes scenes of graphic violence, such as The Geek doing his business with chickens, he shies away from the book’s explicit sexual content. The most notable carry-over from the book that wasn’t in the 1947 film is with the character of Grinnell. In Goulding’s film, he was just a sad, elder member of a wealthy society who sincerely misses his lost love. Del Toro’s book restores the character as conceived by Gresham, a ruthless and heartless industrialist whose lost “love” had died in a botched abortion he had forced her into. Yet even here Del Toro holds back: he omits that Grinnell’s paramour was a low-class stripper who was almost as manipulative as Grinnell himself was.

          Although Del Toro clearly respects the original Goulding film, he’s wise enough not only not to copy it but not to fall into the trap of replicating the film noir look and style of the Forties, something that has become a cliché even in films that aren’t deliberate homages. Instead, he more appropriately takes as his model the Hollywood melodramas of the 1930s and goes back even further to the silent era for inspiration. The first fifteen minutes of the film, in which Cooper doesn’t say a word as we follow him throughout his journey to and through the carnival, seem to be especially inspired by F.W. Murnau’s classics Sunrise and The Last Laugh in their use of the mobile camera for both storytelling and expressionistic purposes. What we see is not remotely realistic but already places us within the psyche of this particular character.

Of course, Tod Browning’s Freaks is an obvious influence on the film’s early carnival scenes, but Del Toro was likely equally influenced by an earlier circus melodrama with horror overtones directed by Browning, The Show, which starred John Gilbert as a sideshow barker who anticipated Stan Carlisle in many ways (and an illusion involving a spider with a woman’s head figures prominently in that film as well). Production designers Tamara Deverell and Ahmad Mousavi seem to have taken inspiration from the work of Cedric Gibbons for Goulding’s own Grand Hotel for their interior work in the film’s second half, with a strong emphasis on wooden and marble surfaces. But as usual with Del Toro, there is rarely the feeling of a wink and a smile to knowing filmgoers with his homages, with the notable exception of an early moment that’s an obvious nod to The Beast With Five Fingers. He wants us to understand that he is making a personal cinematic statement of his own, even if it is both a remake and a re-telling of earlier work.

          Del Toro’s directorial choices would have been a greater asset if his film’s visual scheme could also evoke the darkness and desperation of Gresham’s book as effectively as the 1947 film did. Unfortunately, the one he has chosen fails to invoke the sleaze and seediness necessary to successively convey this particular story. It’s all soft edges and shiny surfaces, with some colors muted and others (particularly golds and greens) standing out, and sometimes the film even seems too brightly lit. It’s rare that calling a movie beautiful to look at is criticism rather than praise, but that’s the case here; too often it looks not just nice but downright inviting, the opposite of what the story demands. A comparison between the meetings between Stan and Lilith in both the original and remake reveals the problem. In Goulding’s film, the minimal set decoration keeps our focus on the actors, and the shadowy patterns on the wall don’t distract us but instead contribute to the feeling of disquiet. Conversely, in Del Toro’s film, we are so impressed with the look of the office that we nearly forget to pay attention to the actors as they speak. Instead of being sterile and impersonal, it comes off as warm and comfortable, especially with the snowstorm raging outside, and even that looks too beautiful for the film’s purposes.

Nightmare Alley
Image: Searchlight Pictures

Maybe Del Toro and cinematographer Dan Lautsen wanted to recreate the specific Technicolor look of the Thirties and Forties, but unfortunately, what they came up with looks more like a mid-to-late Nineties music video instead. Additionally, while the extended mobile long shots are highly effective and appropriate in the film’s opening, they’re overused in subsequent scenes. Instead of adding to the sense of paranoia that the mobile camera provided in the 1947 film, the effect is distracting, keeping us from getting involved in the story and characters. It’s like a magician who uses too many hand gestures; we may not be able to tell how the illusion was accomplished, but we’ve been made all too aware of the trickery involved and can’t fully appreciate the show as a result. How ironic is it that in this one film, specifically about the manipulation of audiences, Del Toro cannot conceal his techniques as well as in his earlier films?

          The new film’s other major liability, sad to say, is Bradley Cooper himself. He may have seemed to be a perfect choice, given that, like Power, he is an extremely likeable and capable actor who has unfortunately been saddled with too many lightweight roles and the “curse” of good looks that keeps some from taking him seriously. But whereas Tom Cruise, an actor who has managed to overcome similar “liabilities,” might have been able to credibly explore the psyche of this character twenty or thirty years ago (imagine what could have happened to his character in Rain Man had he continued to take advantage of his brother the way Stanton takes advantage of the people in his life), Cooper is either unable or unwilling to make this effort at conveying the character’s complexities.

In the book, Stanton is hateful from literally the first page, when he shows more empathy for the snakes locked in the geek’s cage than he does for the poor man debasing himself for the audience and learning about his sad life over the course of the story does nothing to change our opinion of him. Power’s Stanton is every bit as slimy, and if we feel sorry for him by the film’s end, it’s only because we realize it could just as easily be us played for suckers in this cold and unfeeling world. With Cooper’s Stanton, we feel nothing; as with his version of A Star is Born, Cooper’s performance winds up being frustrating more than anything, as the actor has placed so much time on crafting a distinct speaking style and pattern of behavior that he has forgot to develop the character as a person.

          The rest of the cast fares slightly better. Cate Blanchett very nearly equals Helen Walker’s venomous characterization in the original and is especially chilling in the scene where she psychoanalyzes Stanton, a key moment that demonstrates not just the similarity in how they operate but their shared goals of power over others. Her performance is unfortunately compromised by the one-dimensional nature of the character and is further hindered by an overdone make-up job (maybe intentionally, she looks like a cross between Barbara Stanwyck in Double Indemnity and Lizabeth Scott). Rooney Mara and Toni Collette come closer to invoking the Molly and Zeena of Gresham’s novel, yet while there’s a grittiness to their characters that was absent in the first film, there’s also something missing this time, a certain sideshow mystique that Gray and Blondell brought to their roles that Mara and Collette, in spite of their considerable talents, can’t quite replicate.

The biggest disappointment among the supporting cast is the usually reliable David Strathairn as Pete; despite his chameleon-like transformation for this role (looking like a cross between Arthur O’Connell and John Qualen), he lacks the world-weariness Ian Keith brought to it and alternates between being annoyingly low-key and straining too hard at sadness. A pathetic character need not be played in a pathetic manner. William Dafoe, on the other hand, is excellent as circus owner Hoatley, an underdeveloped character in the 1947 film (James Flavin didn’t even receive screen credit for his performance) but here fully fleshed out and made into a believably ruthless figure. Richard Jenkins also does a commendable job at injecting some humanity into the equally ruthless Grinnell, so that he doesn’t become the caricature of the novel; ironically, his fate in Del Toro’s film would have been more appropriate in the book. The best performance is by ubiquitous Del Toro cast member Ron Perlman, who, while lacking the physical presence of Mike Mazurki comes closer to investing Bruno with the simple-minded sadness that characterized him in the Gresham novel.

          Despite all these complaints, I can still recommend Del Toro’s film for a very simple reason: it’s not boring. Even if the film isn’t completely involving, it’s at least interesting and keeps moving at a decent pace, and while the visual schemes and directorial choices may distract from the story, it’s good-looking enough that one’s eyes remained fixed on the screen. Del Toro, at his weakest, is still more entertaining than most directors at their peaks, and as with David Lynch and Tim Burton, we can still appreciate the artistry and thoughtfulness of his craftsmanship. By the end of the film, he does indeed find a visual equivalent to Gresham’s metaphoric “nightmare alley” just as Goulding did in his; had Del Toro maintained continuity between the very strong first half hour and final ten or fifteen minutes of his film, he might have equaled the earlier adaptation.


          In 1981, Bob Rafelson and David Mamet collaborated on an interesting, yet ultimately misguided remake of The Postman Always Rings Twice, starring Jack Nicholson and Jessica Lange. Not only did they try to replicate the sexual energy and raw dialogue of James M. Cain’s book in a way that was clearly impossible in 1945, but they spared no expense in establishing the authenticity of the period milieu. Unfortunately, this resulted in a rare deficit of characterization in Mamet’s script, and Rafelson spent so much time on building the look of his film that he neglected his actors (John Colicos as the doomed husband actually gave a much better performance than either Lange or Nicholson). Guillermo Del Toro’s Nightmare Alley is a better film than Bob Rafelson’s The Postman Always Rings Twice, but many of the same problems seem to have compromised it. It is by no means a bad film and is a worthy adaptation of the book, but the Goulding version still stands as the classic interpretation.

Written By

Andrew Kidd is a sometimes sessional instructor living in Ontario, where he proudly volunteers for the Windsor International Film Festival. He enjoys classic movies, hard science fiction, and really bad puns.

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