Synopsis : When charismatic but down-on-his-luck Stanton Carlisle (Bradley Cooper) endears himself to clairvoyant Zeena (Toni Collette) and her has-been mentalist husband Pete (David Strathairn) at a traveling carnival, he crafts a golden ticket to success, using this newly acquired knowledge to grift the wealthy elite of 1940s New York society. With the virtuous Molly (Rooney Mara) loyally by his side, Stanton plots to con a dangerous tycoon (Richard Jenkins) with the aid of a mysterious psychiatrist (Cate Blanchett) who might be his most formidable opponent yet.

Q & A with director Guillermo Del Toro, screenwriter Kim Morgan, producer J. Miles Dale, and from the cast, Actors Bradley Cooper, Richard Jenkins, David Strathairn and Rooney Mara, with Cate Blanchett from London via Zoom

Q: Here with the team from Nightmare Alley. Part of the reason this film exists is due to your very frequent collaborator, Ron Perlman— and Bruno in this film. Is it his idea. Can you take us through that?

Guillermo Del Toro : Well, many, many years ago in 1992 or ’93— I don’t recall, it was many pounds ago — Ron Perlman said we should try and adapt this. We were talking about “Elmer Gantry” and he was talking about the beautiful job Burt Lancaster had done. And Ron does a pretty mean Lancaster imitation. Then he said, “I would love to play a character — I am the only other character that is that sort of spiritual charlatan, charming carny guy,” he said, “or tent revivalist.” This character stands on power rather than morality. 

I read the book, then watched the movie, in that order. I thought the book was fascinating. Ron turned out to know as much about the movie business as I did at 28. We went to Fox and Fox said, “It’s our library title. Get away from here.” They didn’t validate our parking, even. 

The novel stayed in my mind, and then many years later, Kim [Morgan] and I were looking for something to do together and Kim said, “What about “Nightmare Alley”?” I thought, “Well, that’s fantastic, because we can do a complete — exercise with complete freedom. No one’s ever going to make it because it was absolutely… We knew the ending was going to be brutal, but we wanted to do this and that. I said that it’s a fantastic thing. We wrote it in complete freedom, and then we made it. 

Q: Kim, as co-writer, how did you want to update or subvert the film noir genre with this one? 

Kim Morgan : Guillermo and I have talked about this before. When you watch a lot of film noir, so much has been subverted within [the genre]. I think there’s a general perception that film noir is a certain way, and there’s so many different types of noir. I mean, you could see in [Edgar] Ulmer’s “Detour” [1945], or you could watch “Leave Her to Heaven” [1945, dir. John M. Stahl] – they’re so different. 

I think that we weren’t exactly trying to subvert it. We were really watching a lot of pre-Code pictures because this took place in the late ’30s and early ’40s. So we were getting more about the language and the reality. 

Guillermo Del Toro : When we thought about it, and we were thinking, “Let’s do it,” noir, to me, is really incredible, almost neo-realism with brutality. Like Antonioni’s “Il Grido” [1957] is almost one of his brainstorms. The nature of existentialism and have-and-have-not. I thought this is the time to tackle it like that. 

Kim Morgan  : A lot of the novels that we were reading wouldn’t just fit right in noir — like “They Shoot Horses, Don’t They?” [1969, dir. Sydney Pollack]. Of course, “Nightmare Alley” — in that tradition of American literature where it’s “hard-boiled” as you’d say — there’s much more to it. I think things get classified in genres too easily and so you weren’t thinking it exactly in that way. 

Q: Bradley, Guillermo and Kim brought up the term “Homme fatale” instead of “Femme fatale” describing your character, Stanton. Was that a conversation that you had with them, and what does “Homme fatale” mean to you in this film? 

Bradley Cooper : I have no idea. 

Kim Morgan : We got that when I was watching “Born to Kill” [1947, dir. Robert Wise] with Lawrence Tierney. I thought of him that way because those two go head to head. There’s a “bad buy” and a “bad woman.” That’s something we were talking about then with Bradley. 

Q: Bradley, you really had to learn how to hold a cigarette in a certain way. 

Bradley Cooper : It’s just the work you put in to believe that you’re the character. I had the blessing of being able to work with so many incredible actors in this movie. And I had the luxury of some time to prep, and then you put all the work in and hope that something occurs and you can just receive it. It’s there and you can just react to all these wonderful people. 

Guillermo Del Toro : They understand the material in the same way, really. He just came in. One day we were shooting part of the session with him, and what we had was a learning curve that was fantastic. Bradley was always looking for the truth. 

I started dialing back the camera style. Normally, I shot the first couple of days. I shot no coverage, just little pieces, almost to the second. Then we started letting the camera around. I started letting the camera move on the deck and stay on the actors and just stay on the actors. 

We were supposed to do a master shot but we kept going. All of a sudden, Dan (Lausten, the DP] came out and I said, “Keep shooting”. We kept shooting and we covered the entire scene on that day. We came out and we were amazed. 

And that’s the thing: constantly we were amazed. I would love to say everything went – everything happened to us. That’s the miracle. I’m 57, and this movie revealed to me things and ways of making films that I didn’t know. 

It’s that partnership with all the actors, that discovery of truth before Dan. Respecting Dan was part of the storytelling, but finding those moments, it was beautiful. 

Q: Cate, it’s so much fun to watch you as Lilith with the hair, the lips, the voice. You really seem to relish being part of a film like this. It’s the “noir-est” film you’ve ever done. Was it fun for you?

Cate Blanchett : I think that’s what Bradley was saying. It’s working with the actors and with all of my stuff. Apart from a brief lovely moment, we knew where we needed to go with Bradley in the office. But my first point of connection was, obviously, wanting to work with Guillermo. When he comes to you with anything, you say yes. And then the character is secondary, in a way, to the experience of working with you. 

Q: In the film, Bradley, is reminiscent of something like “Double Indemnity” [1944, dir Billy Wilder]: what happens when the two most wrong people get together? It’s like, “It’s so wrong it’s right, so right it’s wrong.” How would you describe what happens between Stanton and Lilith? Are they too right or too wrong? 

Bradley Cooper : Well, one gets what they want, don’t they? And they mate.

Cate Blanchett : Which one? 

Bradley Cooper : I think you might be the one. You live.

Cate Blanchett : You want that? 

Bradley Cooper : The main thing is he’s just so lost, he doesn’t even know that that’s somebody that’s a match or anything. Like he says to her in the beginning, and she says, “What do I want? You will be found out, just like everybody else.” That’s sort of what he wants, I think, and he gets it in the end. It’s a happy ending for Stan. And it is, actually — in an odd way, it really is. 

Guillermo Del Toro : What we did discover beautifully and the movie revealed to us each time, it was: the whole movie is a problem for the last two minutes, really. The most sacred act and most important fact in everybody’s life is when you reveal yourself to you. 

When you find out who you are is the most astounding moment of drama in every life. For some people, it happens in the last two minutes before they expire. For others, it is revealed in an opportunity, and an obstacle, in a relationship. For us, it was about knowing Stan and Logan’s stand, not judging him. 

And then that moment of revelation, that final shot, we were looking up at Mount Everest. We talked to Miles [Dale], and the three producers agreed. We said, “We’re going to carry that set through every week of shooting until we nail it. We’re going to shoot Tim Blake Nelson’s side and we’re going to shoot this side 50, 60 times — whatever we need. 

Take one. It’s a big difference between the novel, the first [film] version, and this. It’s a moment that I think Bradley is playing so many chords — and not playing, they’re coming out of him. One of them is relief. It’s like the man that’s committed many crimes and finally gets arrested. One of those things is relief. When we finished the take, I was crying, and he was crying, and went, “One more?”  

“It’s perfect!” “One more?” 

Q: Did you do one more? 

Guillermo Del Toro : We did two more. And then we said, “eh.” 

Q: And the one we saw was the first one?

Guillermo Del Toro : Number one. 

Q: Rooney, in an interview with Guillermo, he says that Molly is the moral center of this film, which seems very appropriate. What were the conversations you two had in that regard and how did that inform how you played her? 

Rooney Mara: Oh wow. I don’t know, I can’t remember. Guillermo, do you remember?

Guillermo Del Toro : Yeah. What I think I said was that she matched the character and the way she went and was tracing Molly. We didn’t want an ingenue, and with the past she has — every character has a scar in this movie. We would always marvel at how you approached every day and all of a sudden, what happened is that I wasn’t watching a movie, I was watching reality, I was watching something happening. I don’t know how to answer that because one is the thing that you declare what you want, and the other one you’re giving, and what you gave us was much more than that. Much more than that. 

Q: What was your way into her? 

Rooney Mara: I don’t know. Maybe, hopefully, I have a good moral compass, I don’t know. We made this so long ago at this point and we had to come back because of Covid, because the whole world shut down, and I had a baby in between then. So literally, when we came back to finish the film, I had an out-of-body experience, like I can’t even really remember it. It’s like part of me wasn’t there and so it’s such a weird thing to talk about. I don’t fully even remember it. 

Q: Rooney, when you called Cate a “frozen-face bitch.” Were you okay with that? 

Rooney Mara : No, I hated it. I hated calling you [to Cate] that. 

Cate Blanchett : Thank you. I knew you did. 

Q: Cate, will there be payback? 

Cate Blanchett : Well, I wasn’t on set that day, but I’m assuming it was about my character and not about me. So, no. 

Q: Richard, you are a most kind and decent man. It’s so cool to watch you play a guy like Ezra that’s so scary and so hairy. What was the joy of it for you?

Richard Jenkins : Aw shut up. [laughter]

Rooney Mara: He was very mean, very mean. 

Richard Jenkins : I didn’t think of him as that mean, actually. I just thought of him as somebody who needed forgiveness, and that’s how I went at it. And we really had fun. 

Guillermo was really cold. He was really cold. But it was great fun to play somebody who gets what they want. 

Q: Was there any part of you when Guillermo sent you the script and said, “I’m thinking of you for Ezra.” That went like “Hello? Where do I show up here” because you made such a great impact in that last act?

Richard Jenkins : Well, you know, it’s the actor’s thing… bullshit, bullshit…  I went through a lot of pages. I knew immediately when he said, “Will you come along?” I said, “You bet.” It’s Guillermo. I’d love to. 

Guillermo Del Toro : One of the things that is beautiful about the movie is it’s constructed with three fathers. He goes to three fathers. He goes to one, and as we reveal his truth he goes to the violence and three women differently.

What he says is a man needs forgiveness, and I think that that’s what we all need urgently — forgiveness. I think he’s a character that hopefully you are following him one way as the victim, and there’s that horrible turn when he says “I hurt him” and you don’t see it coming or it doesn’t stand.  

No character in this movie is just one kind. They are all composites of many emotions and many positions, as a human being should be. I believe. 

Q: David Straithairn, Pete has a line that I think is memorable, which is “No man can outrun God, Stan”. When you think back to playing him and talking to Kim and Guillermo, what was most intriguing to you about the plot line that he was involved in but also what he represented to them? 

David Strathairn: I felt that [my character] Pete — George was a god to me, because he was just there, and he could go nowhere else. That was his life. 

Richard Jenkins : Didn’t you quarantine with George? 

David Strathairn : I tried to quarantine with him, yes. They wouldn’t let me. It would have deepened our relationship. But Pete just felt to me that he could live nowhere else, and he was at peace with his life there. And he was also quite aware that it was coming to a transition point. 

He never had a son, but here comes a person who wanted some guidance and whatever, discipline — it doesn’t matter. It was a very touching moment where he asks me to teach him something. But I felt that if there was any kind of parental forgiveness in the family, Pete was that potential. 

Guillermo kept pushing me to be darker, darker, darker, and we got there in that moment of the gauntlet. And I’m glad, because Pete had a realization that was his epiphany that he’d never told anybody. He needed to tell somebody that, and here it was the opportunity. It was his gift that he could give to this wandering soul, as much as he had been a wandering soul, too. They all are, in the film. 

There’s an interdependency in that family, community, which is in contrast to how eccentric and individual they all are. So there’s a really wonderful dynamic in that way. I just feel Pete was there to be a parent. 

Q: Miles [the producer], when you think back to this production, just from a logistical standpoint, what was the biggest challenge that comes to mind?

Kim Morgan : Continual trauma, I would say, from Covid. It started beautifully. We had this dream cast, I mean really the best that has ever been assembled in my lifetime. I think Guillermo feels the same way. So it was fantastic that we started and we got about six weeks in. Cate luckily snuck off with all her work done. 

I remember we were in Buffalo shooting, and Rooney and I were standing in the lobby of this building and just talking. She says, “What do you think about this Covid thing?” I’m trying to be the optimistic producer and said, “Well, you know, we’re keeping our eye on it.” 

A week and a half later, we’re standing in Grindle’s garden for the fourth time, freezing our asses off, and the NBA shuts down, and the NHL shuts down. The next day we went into the studio and we just said, in all good conscience we can’t really continue. We called the studio, and they were very supportive.

But you know, we deal with problems all the time, and we deal with safety, in a way. But when it’s something you can’t control or it sneaks up on you like that, we have to stop. We were getting anxious. So we did stop and everyone scattered to the winds, and of course putting this group back together — these actors are all very much in demand and had other projects behind them. But everyone was incredibly committed. 

I spent the summer in what I call “producer medical school,” figuring out what to do. And then, of course, you’ve got to think about society at large. We don’t want to get ahead of public health and take PPE and testing that everyone else may want, so we think about those ethical concerns as well. 

But really, it was just getting prepped to come back safely, where we could not only have a safe set but have people feel good about how to still be creative, and we were able to do that. It was about six months to the day. The blessing of that really was that we were able to — Guillermo took the material and we were able to edit, have another look at the script, and I really feel like that breath gave us something. Making lemonade out of what the universe gives you — we really did that. 

So we played the cards that we were dealt and we did them the best we could. Everyone else had big problems and we’re just making movies. But when we were able to come back it was a relief because looking at this movie, you can see it would have been a terrible shame to lose it, to have it right in your hand and then to have it blow apart. It would be the regret of a lifetime. So we’re just grateful. 

Guillermo Del Toro : But it also makes you realize — look at the tragedy of the dimensions of the pandemic. And at the same time you have the responsibility of keeping the business and the families alive and working, and then you yourself think “What a privilege and what a blessing it is to be able to tell different stories, and to tell them in a manner that allows you to be artistic and human and alive. And it’s a blessing and we’re grateful for that. 

Q: Kim: as someone who watches a lot of film noir for my job and notices a lot of men slapping a lot of women in these film noir classics, I definitely took note of Molly’s slapping Stan in this film. What was behind that decision? 

Kim Morgan: I like that you think I thought of that. 

Rooney Mara: That was my idea. 

Guillermo Del Toro : No, but when we did this because the witness goes, “What is her final monologue?” and we said [gestures slap] “This is her final monologue: just shut up.” 

Q: Have you done a screen slap before, Rooney? 

Rooney Mara: Yeah, I’m sure. I think probably a couple of times. 

Q: And have you received one like hers?

Bradley Cooper : She really hit me — that was a real hit. 

Guillermo Del Toro : That was one take. 

Bradley Cooper : That was the first take? 

Guillermo Del Toro : That was the first take. And it was brutal. We didn’t have to use any additional sound devices. But one thing we know – and this was something we did discuss about film noir in the beginning – was that all the women will not only survive Stan but thrive at it. That was what led them to survive this f*****r. 

And the line “I’ll live for living” was so important. We talked about it and that’s one of the lines that I was just watching Cate land and having the beat and musically perfect to say “I’ll live.” It’s such a noir sentiment, and it’s a hard-boiled line delivered by a character that I frankly admired and loved. 

Q: Cate, when you think past this experience, it sounds like even though you were dealing with heavy material here, it sounds like there were moments to have fun on this set. How did you try to have a good time in the midst of all of this drama? 

Cate Blanchett : I think when you’re working on great writing, and the way Guillermo rehearses it’s really meticulously deep so it felt like a theater rehearsal, actually, a lot of the time. And because Bradley and I were really in that hermetically sealed environment, I loved it. I mean it. When the material is great, when your American turned scene partner is amazing, then that’s the fun of me working with one of the world’s most inventive and unique cinematic voices. 

When I saw the movie, it was such a relief to be watching your cinema, at the end.  The set design and the costume design, and how meticulous the art direction was. All of that was there. Often, what you have to do as an actor is, you have to suspend disbelief. But right from the beginning, and all of the actors who were in the carnival whose fate was much more made, but just seeing the way that that had all been realized, it was all there for you. Like the way the carnival was set up by Guillermo, that you could actually move through it. I mean, guys got to live in it. I had to experience the office mood with Bradley.

Guillermo Del Toro : One of the things with this production… And there was a story with it, it was a little crazy, but we did it. We said, “We should build the carnival as an exterior [set]. We don’t want it to become a manicured, horrible over-designed little thing we shoot against a green screen. The first thing was because when you’re out there with wind, the tents breathe like a heart or a lung, and they go [makes sound]. It was so dramatic. 

Of course, when we stopped for six months, many of those tents went away, three counties away, like 10 miles each. They were blown away around the entire area. But we had to re-bring them. 

And the other thing is, everything that we like visually is through character. It’s not a fancy, beautiful thing, it’s through character. And when you have the actors be able to walk in a reality. One of the examples I love is Grindle [Jenkins]. When we enter his office, he’s doing nothing. Because already you’re being told about how powerful he is. And then he goes, “You were saying what do we do?” And he just says, “I should take his jacket. I should be very kind.” We said, “Yeah, we can, after this.”

Here’s the trailer of the film.