It was nearly thirty years ago when Guillermo del Toro first received a copy of author William Lindsay Gresham's pulpy noir thriller, Nightmare Alley. The filmmaker was shooting Cronos with Ron Pearlman at the time, and the two were looking for their next project together. Although that iteration would not come to pass, Nightmare Alley lived on in del Toro's mind

"Guillermo had mentioned it to me over the years," del Toro's regular collaborator, producer J. Miles Dale, tells A.frame. It came up once again around the time that The Strain, the FX series that del Toro co-created and Dale produced, was coming to an end. And then, again after The Shape of Water won Best Picture at the 2018 Oscars.

The filmmaker and his now-wife, screenwriter Kim Morgan, began their adaptation as something of a writing exercise. Nightmare Alley had previously been adapted into director Edmund Goulding's 1947 film of the same name, but the duo went back to Gresham's original text to mine new themes from the story of carnies and mobsters, shrinks and the New York elite. Which is to say, despite its otherworldly title and del Toro's inclination to creature features, there is nothing supernatural about Nightmare Alley.

"It's much more naturalistic than almost anything that he's done, but he's still consumed by the notion of monsters, and so these monsters were just different kinds of monsters," Dale says. "He digs down into the human psyche, as he always has, but this time it was without rubber or fish or people with wings. In terms of his personal growth and professional growth as an artist, to see him do something different is exciting. You're in unexplored territory."


Nightmare Alley became a character study of Stanton Carlisle, a hustler haunted by his past who winds up working the sideshows at a traveling carnival. There, he is mentored by a has-been mentalist. Stan learns to feign clairvoyance, a skillset he eventually takes to 1940s New York in a bid to grift the rich and powerful.

At one point, Leonardo DiCaprio was in talks to star, though the role ultimately went to Bradley Cooper, who also signed on as a producer. "Bradley isn't just an actor who's going to go back to their trailer if something's not working and say, 'Call me when you've got it figured out.' He was very much a soldier," Dale says.

"He's a guy who is not afraid to explore depths of character," he continues. "Bradley is going to pour himself into [the work] and make it a fearless exploration. He's dogged in his approach to finding the truth in any moment. And sometimes the truth is painful."

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That was like watching an acting masterclass. I felt like we could have sold tickets to the crew.

Whereas much of del Toro's work has explored the macabre in search of something beautiful, Nightmare Alley is a descent into the depths of depravity, a continuous swirl lower and lower, darker and darker, with hardly a glimmer of hope to be found. On set, the director and his star were constantly exploring beyond what was on the page. "As great a filmmaker as Guillermo is, Bradley really challenged him," Dale says.

Take, for example, the scenes between Cooper's Stan and Cate Blanchett's beguiling psychiatrist, Dr. Lilith Ritter. "That was like watching an acting masterclass. I felt like we could have sold tickets to the crew." So much of what those scenes became was discovered in the moment, with del Toro willingly throwing out any plan he'd had for how the scene should be and embracing what it needed to be.

"You have to be able to go to those places that are sometimes a little scary. And Bradley will tell you, he was increasingly terrified every day at the prospect of what we were doing," Dale says. "He came out of it having run a bit of a marathon. But it was just great to watch these artists at the top of their field really push themselves without a net."

J. Miles Dale (left), Richard Jenkins, Guillermo del Toro and Bradley Cooper on the set of 'Nightmare Alley.' (Photo by Kerry Hayes)

The entire film found itself without a net when filming shut down for six months. With a third of the film in the can, Nightmare Alley's producers found themselves staring down the barrel of a global pandemic. Production was down for so long that star Rooney Mara gave birth amid the forced break, and when everyone was finally able to return to set, the team had to figure out how to do so safely. ("I called it Producer Med School.") Having shot the back half of the movie first, they still had to fill entire carnival scenes with hundreds of not-yet-vaccinated extras.

"I have to say, on The Shape of Water, something went wrong almost every single day, whether it was an unintentional car crash or something falling down or somebody not showing up." All things considered, the producer laughs, "Other than a six month wait, this was actually a pretty smooth shoot."

Like The Shape of Water before it, Nightmare Alley is now a Best Picture nominee at the 94th Oscars. It is Del Toro's second film to earn the distinction, with Dale and Cooper sharing the nomination. The film is up for three additional Oscars, for Dan Laustsen's cinematography, Luis Sequeira's costume design and Tamara Deverell and Shane Vieau's production design.

"Having been through this with The Shape of Water, where we were the little engine that could and kind of snuck up on everybody with a love story about a mute cleaning lady and a fish man, the expectations for this film were very high," Dale concedes. "Certainly, there was no sneaking up on anybody with this film. We feel like we delivered a great film -- a different film from what Guillermo has done [and] hopefully, an epic film whose legacy will live on. And, really, there is tremendous satisfaction in that."


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