Fans of filmmaker Guillermo del Toro anxiously await his new projects knowing full well that each will have a stylish atmosphere, a certain fantastical creepiness, and characters a bit outside the norm (whatever normal is these days). Beyond that, the mystique derives from whatever new approach the extraordinarily talented filmmaker will surprise us with this time. For his first follow-up to his Oscar-winning The Shape of Water (2017), del Toro and co-writer Kim Morgan have adapted the 1947 cult noir classic Nightmare Alley by director Edmund Goulding (starring Tyrone Power), which itself was adapted from William Lindsay Gresham’s 1946 novel.

Bradley Cooper (an 8-time Oscar nominee) stars as Stan Carlisle. In what is a terrific opening sequence, we witness Stan leaving his past in ashes, then catching the first ride out of town, until he steps off and follows a dwarf into the heart of a carnival where sideshows and freaks are the attraction. Through this progression, Stan utters nary a word for quite an extended period. Soon enough, Stan has become part of the fabric of the carnival, thanks to Clem Hoatley (Willem Dafoe) giving him a job, and mentalist Zeena (Toni Collette) giving him more than that. Stan is a quick study and takes in Clem’s history of “the geek,” and more importantly, he absorbs all secrets and the code from the telepathy show Zeena and her alcoholic husband Pete (David Strathairn) constructed. They not only pass along their trade secrets, but also a warning to avoid “spook shows,” which involves bringing up the dead for audience members.

Stan takes to the con quite naturally, and soon he is teaming with ‘electric girl’ Molly Cahill (Rooney Mara) to fine-tune their own psychic shows. Their relationship grows and within a few years, the two are performing at swanky hotels for high-society audiences. It’s at this point where the movie transitions abruptly from the raunchy carnival setting with tattered tent flaps, floors of hay, and freaks and gadgets, to stunningly sleek Art Deco, fancy dress, and fancier words. One evening, Stan battles wits with an audience member, and his life path is altered again. Dr. Lilith Ritter (Oscar-winner Cate Blanchett) is a psychologist who stays a step ahead of Stan, though he never realizes she has drawn him into her scheme, leading him to believe they are working together.

For those who have not seen the 1947 film, you won’t know that the central idea that folks need to believe in something is minimized, while Cooper’s differing approach to the role will not matter. However, for fans of the earlier film, it seems clear his intentions are less sinister, and he merely views his new skill as a path to wealth. Additionally, his aversion to alcohol too obviously foretells a role in his ultimate downfall. Ms. Blanchett relishes her role as a most intelligent noir femme fatale, and at times, simply overpowers Cooper in their scenes, although these scenes are gorgeous. This cast is absurdly talented and deep, and also includes Richard Jenkins, Mary Steenburgen, Holt McCallany, Clifton Collins Jr., Tim Blake Nelson, Jim Beaver, Mark Povinelli, Ron Perlman, and Peter MacNeil. Mr. Cooper and Ms. Blanchett are the featured performers, although my preference would have been more Dafoe and Collette.

Perhaps the real stars of the film are the technical team members: Production Designer Tamara Deverell, Art Director Brandt Gordon, Set Director Shane Vileau, and Costume Designer Luis Sequeira. In fact, one of Ms. Blanchett’s dresses is designed cleverly for one scene which reveals something from Lilith’s past. It’s rare for a film to offer two such contrasting and brilliant looks as what we see here with the carnival in the first half, and the Art Deco of the second. Nathan Johnson’s music is a good fit, especially for the first half.

Surprisingly, it seems as filmmaker del Toro has softened the edges of the characters and story for a more accessible film, though it still features less-than-admirable human beings. It lacks the final packaging regarding the reason the pieces are all related, and we never experience the nerve-jarring intensity of a true noir, though that final scene with Cooper and Tim Blake Nelson is stellar. The director seems to love the shadowy look and feel of the carnival and characters, and not so much the glossy bits of the second half. Still, how good is a filmmaker when one that is not his best work, is still at a level many filmmakers can only dream of? The letdown is like the “geek” job, it’s only temporary.