How Guillermo del Toro Turned the American Dream Into a ‘Nightmare’

Guillermo del Toro has two smiles.

The first is the kind of open-mouthed, mid-laugh, teeth-displaying, 100-watt grin you associate with childhood, when your enthusiasm about things is pure and knows no bounds. Spend any time with the Oscar-winning 57-year-old Mexican filmmaker, and you will see that smile many times. It’s there when the chef-owner of a Toronto restaurant is telling him about the secret, off-the-menu specials of the evening, or when del Toro remembers catching a rare pre-Code 1930s movie late one night on TV, or when he’s recommending some obscure 19th-century horror author who you just have to read. It’s probably the smile del Toro has when he’s on set; it definitely there when he’s gently issuing orders to his postproduction team behind a mixing board (“That thunder needs to go up two decibels on the left, the footsteps down a decibel on the right”) and then everything onscreen suddenly looks and sounds exactly how he imagined it in his head.

But there’s a second del Toro smile that occasionally comes out, one that you’d be tempted to describe as wistful if that didn’t make it seem light. The corners of his mouth still point up, but the lips are tight. It’s a smile with a shadow lurking over it. It’s a heavy grin. That’s the look he gets when he talks about the last four years, which were marked with love and death, some extreme highs and several subterranean lows. Del Toro was in the midst of starting a new chapter of his life. But he was also looking around, seeing a lot of despair and feeling a little broken.

“I’ve jokingly said every movie I make is a biography,” he says. “But I actually do mean that. When I did The Shape of Water, I wanted to make it a love song. I wanted to sing it in a way that was an affirmation of life. And then, it’s like…”

Del Toro puts his elbows on the table and leans in. “You know what the flip side of the American dream is, right? It’s a nightmare. I felt a complete sense of doom. So, when people ask, ‘Well, what about your new one?’ It was: This is where I was at.”

Say what you will about the perverse pleasures of del Toro’s new film, Nightmare Alley: It is definitely not a love song. An adaptation of William Lindsay Gresham’s 1946 cult novel which hits theaters on December 17th, it follows Stanton Carlisle (played by Bradley Cooper), a man on the run who takes up with a traveling carnival. He slowly learns the tricks of the mentalist trade from an old husband-and-wife team. It turns out that Stanton has a knack for reading people — not to mention manipulating them with words, wish-fulfillment promises, and the ability to “find out what they fear, then sell that back to them.” Soon, he parlays his talents into a nightclub act and the chance to bilk high-society swells. He also meets a femme fatale psychiatrist (Cate Blanchett, in jungle-cat mode), who has no qualms about passing on her rich clients’ personal information to him in the name of mutually beneficial scams. Carlisle’s assistant and romantic interest, a former fellow carny named Molly (Rooney Mara), begs him not to turn their smoke-and-mirrors meal ticket into a “spook show.” Stanton doesn’t listen. It’s not a spoiler to say things don’t end well.

It’s a film with an A-list cast — which also includes Toni Collette, Willem Dafoe, Richard Jenkins, and David Strathairn — a prime awards-season release, and a production design that recreates both 1940s Americana and Art Deco interiors with a painter’s eye. (Del Toro says that he drew inspiration for Nightmare‘s noirish look, in fact, from midcentury painters such as Edward Hopper, Thomas Hart Benton, and George Tooker.) It’s also a sordid, seedy movie that prefers to walk on the darker side of the street, and not even the occasionally dangled promise of a better tomorrow for Carlisle and his lady love can keep a bone-deep sense of pessimism from seeping in. “You don’t fool people, Stan,” a character declares at one point. “They fool themselves.” The most sympathetic character is arguably the carnival’s resident sideshow geek, who bites the heads off of chickens for his daily bottle of hooch.

But del Toro’s take on a world gone mad with greed and corruption feels very much like a product of the last few years; retro-stylized or not, Nightmare Alley’s ecosphere of con artists and narcissistic grifters makes it feel like one of the first movies to genuinely reflect the Trump era. It also marks a serious break from the writer-director’s usual supernatural thrillers, exquisite fantasies and portraits of beautiful monsters, which peaked when his 2017 fish-man-meets-woman romance The Shape of Water took home four Oscars, including Best Director and Best Picture. The closest thing to a typical del Toro touch of the macabre is a deformed fetus in a jar named Enoch, whose forehead is split down the middle and houses a giant eyeball. “Had I made this earlier in my career,” del Toro jokes, “the baby probably would have been the hero.”

You can easily picture the kid from Guadalajara who taught himself English just so he could read Hollywood horror-movie magazines, who asked for a mandrake root for Christmas (all the better to practice black magic, he told his parents), who would read his father’s health textbooks and declare that he had every malady — trichinosis, cirrhosis, a brain hemorrhage — known to man, and who was “raised in a very morbid Catholicism,” crafting intricate stories about the eyeball baby in the jar in his notebooks. You could imagine the teenage del Toro, traumatized by seeing violence on the streets around him growing up, seeking refuge in making Super 8 films about the whole carny menagerie; or, much later, finding solace among fictional villains when real-life criminals kidnapped his father in 1998 and threatened to kill him over 72 days. Freak shows have been his comfort zone, whether he was starting his own creatures-features makeup/special-effects company Necropia or including a life-size replica of a character from the cult film Freaks in one of his three “Bleak House” personal museums. So-called disreputable art has always given this self-proclaimed misfit a refuge and a home.

In other words, it’s not hard to see del Toro, a man who never met a monster he didn’t love or identify with, pairing Enoch eye-to-eye with his iconic “Pale Man” creature from his 2006 crossover hit Pan’s Labyrinth in some sort of creepy-crawly buddy comedy. But when it came to processing everything he’d seen happening in America and what he’d been through over the last few years, he knew he needed to focus more on reckoning with the beast within. “I always say, ‘Yeah, I make movies with monsters,’” del Toro admits, his smile tightening. “‘But the worst monsters in them are the humans.’”


Left to right: Del Toro, Ron Perlman, Bradley Cooper, Toni Collette, Rooney Mara and Mark Povinelli on the set of ‘Nightmare Alley.’

Kerry Hayes/Searchlight Pictures

Del Toro first heard of Nightmare Alley back in the early 1990s, after he’d already had a few TV directing gigs in Mexico under his belt and was looking to get his first feature off the ground. Cronos, his 1993 debut movie about a mysterious object that turns an antiques dealer into a vampire, was about to be made. Or it may have been finished already and was touring the festival circuit, establishing del Toro as a young filmmaker with a penchant for combining regional mythology, religious iconography and slightly tweaked horror tropes. Neither he nor Ron Perlman, the actor he’d cast in Cronos and who became a good friend and longtime collaborator, can remember exactly when the pitch occurred.

“All of my recollections about everything that’s happened between him and me are completely different from his,” Perlman says, cracking up. “But the way I remember it, we were having dinner together, and I was on my high horse, saying that remakes are an act of cowardice. It’s lazy to remake something, especially if the movie is a masterpiece.

“‘Having said that, Guillermo,’” he recounts saying, “’there is one movie that should be remade, and that’s Nightmare Alley. Not only should it be remade, but it should be done by somebody who understands there’s both a man and a monster at the center of it.’” Perlman had been wanting to play a larger-than-life Elmer Gantry-type, and he felt the role of a carny-turned-celebrity was perfect.

Intrigued, del Toro managed to track down a copy of the 1947 movie, a near-impossibility at the time — the film was at the center of a bitter dispute between its producer, George Jessel, and its star, Tyrone Power, who’d both convinced 20th Century Fox head Darryl Zanuck to purchase the rights to the novel, and the studio. To say the public had recoiled from the movie’s bleak, sleazy view of a world populated by flimflam men, rubes and outcasts would be an understatement; it was considered too fatalistic even for a noir, and rights issues had mostly kept it buried. (Perlman says he first saw it on TV at 3 a.m. when he was a kid.) But its reputation had turned into a sought-after cult film, and del Toro quickly became a card-carrying cult member.

“You know what the flip side of the American dream is? It’s a nightmare. I felt a complete sense of doom. So, when people ask, ‘Well, what about your new one?’ This is where I was at.—Guillermo del Toro”

Del Toro also tracked down Gresham’s novel, which came with its own torrid backstory: The author had been drinking with a man he knew in Spain, right after the country’s civil war, when his companion regaled him with tales of carnival geeks and the depths an alcoholic sad sack would sink to in the name of addiction. The story so haunted Gresham that he wrote Nightmare Alley as a sort of exorcism. He also added several personal obsessions into the story, including tarot-card-reading and psychoanalysis. The book was briefly banned; numerous editions would be heavily censored. Gresham would eventually take his own life at age 53, in one of the Manhattan hotels where he’d worked on the novel.

The filmmaker found the movie’s material and Gresham’s story to be as deeply moving as it was disturbing. And having learned to read tarot cards as a kid in Mexico, del Toro shared the writer’s fascination with readings, “though they actually scared me. I don’t advocate it being magical, but I do advocate that there’s a connection between the cards and your subconscious.” (“I’ve also been to therapy,” he added, “and that can be great and terrifying.”) When he started to make inquiries about adapting it, however, he immediately ran into obstacles. Fox wasn’t interested in a remake. It was still mired in legal issues. “And,” del Toro says, “no one knew who I was yet.”

So he moved on, fashioning a career that would turn a former kid obsessed with comic books, Frankenstein, and things that go bump in your psyche into a critically acclaimed moviemaker. His 2001 ghost story The Devil’s Backbone and 2006 fairy tale Pan’s Labyrinth, both set during the Spanish Civil War, established him as someone who knew how to blend the horrific, the fantastic and the folkloric in unique ways. He made a Marvel movie (Blade II) long before it was fashionable. He could lend his omnivorous taste for so-called “disreputable” pop art to everything from Gothic romances (Crimson Peak) to giant-robots-vs.-monsters movies (Pacific Rim). He’d add producer and published novelist to his resume.

And Nightmare Alley languished on the wish list in the back of del Toro’s crowded brain. Until he happened to meet another person who recognized how perfect he would be to do it.

According to Del Toro, it was near the end of working on his love song that his 30-year marriage was coming to a close as well. Del Toro had met Lorenza Newton when they were both at college in Guadalajara, and they were married in 1986. Having parented two daughters and shared three decades of history with Newton, he’s extremely selective in what he’s willing to say on the matter. The second smile is very much present and accounted for. “I feel like I have permission to talk about myself,” he says, choosing his words carefully. “But . . . I don’t think I have the right to talk about anybody else. Sometimes your own history involves the history of other people.”

The couple formally separated around March 2017 and finalized their divorce that September, three months before the film’s release. “I can say this, because I have a good friendship with my ex-wife,” del Toro says, “but I was a homebody, and then, suddenly, that changed. Without qualifying anything . . . the important break was with myself, saying, ‘This is not all I am.’ I always believe that in life, you experience what you need. Maybe not what you want. But what you need.”

Then, the following March, del Toro brought a date to the Oscars. When his name was announced as the winner of the Best Director award, the filmmaker spoke about being an immigrant and how art erases boundaries. He also thanked “Kimmy” — veteran film writer Kim Morgan, the date who’d caused a stir on the red carpet. Del Toro had reached out to Morgan several months prior to compliment a piece she’d written. “It was either something about Badlands or Barry Lyndon,” Morgan says. “Those are both movies we love a lot.”

They began corresponding, and eventually, when del Toro learned she lived in Los Angeles, decided to meet downtown, at the Last Bookstore. “We started talking about books that we liked,” he says. “She said, ‘Have you read Essays on American Literature by D.H. Lawrence?’ And I said, ‘Have you seen this particular book of designs?’ We had an intersection with literature that was pretty dark.” And they were both impressed that the other not only knew Nightmare Alley — the film and the book — but also were equally crazy about it.

By December, the two were had started a relationship. They had also been throwing around the idea of a project they could work together on. Kim asked, “What about Nightmare Alley?” Del Toro now had an in at Fox, and with the film finally having gotten its due, it suddenly seemed possible. It would also help him channel what he was seeing happen in a country he’d long called home, where a blatantly racist president was calling Mexicans “rapists” and stoking the flames of hate.

HOLLYWOOD, CA - MARCH 04: Kim Morgan and Guillermo del Toro attend the 90th Annual Academy Awards at Hollywood & Highland Center on March 4, 2018 in Hollywood, California. (Photo by Steve Granitz/WireImage)

Morgan and del Toro at the 90th Annual Academy Awards in Hollywood on March 4, 2018.

Steve Granitz/WireImage

“As a Mexican man, I felt particularly vulnerable,” del Toro says. “I woke up every morning saying, ‘What is going to be the headline today? Are we at war?’ I mean, for a lot of those four years, I felt like I was under a dark cloud. There’s a line in Nightmare we ended up cutting: ‘I know when there’s a right and I know there’s a wrong, and I see a lot of one and none of the other.’” That’s where I was at.”

He goes silent, then adds, “I feel that the only thing I have learned since I was a kid is that I talk about the things that I hope for the most or scare me the most. I’m not a postmodern filmmaker; I’m sincere in what I do. I’m always a little too emotionally entangled in what I do as well, but that’s the only way I know how to purge or handle things. If I didn’t believe in the tragic dimension of Nightmare Alley, I couldn’t have tried to make it.”

Morgan and del Toro had already started working on a draft when the two went to the Oscars. He’d been recognized by the Academy, gone public with a new romance and had found a project that he could use as a vehicle to get a sense of despair out of his system. And then, shortly after the ceremony, del Toro’s father died.

The filmmaker has long talked about the huge role his father had played in his life, how he’d inherited his dad’s hypochondria as a kid, and how, during his dad’s long trips to Houston to get checked out by doctors, he’d bring the young Guillermo to translate and reward him by buying him “a $100 bucks’ worth” of comic books. He’s also spoken of his experience when his father was abducted and having to pay the ransom in order to save his life. The older del Toro and his son remained close, and Guillermo was with his father when he died. It was, he admits, a life-changing moment.

“Because it’s one thing to think about your father dying, and another thing to experience it,” del Toro says. “When you find yourself fatherless in the world, you reflect on what it means for you to be a father, a son — a man. And then, how do you express a loss through what you do? It the same question I’ve been asking since doing Hellboy: What makes a man a man? Is it how they start? How they end? That was something we were wrestling with in Nightmare, too.

“But the urgency for that answer increased after my dad went,” he notes. “And the answer is, there is no answer.”

Instead of becoming nihilistic, however, del Toro found this notion gave him hope. Your time here is your time here, period. You can only control how you treat other people, and what you put out in the world. It’s why he could make a movie about a man who eventually accepts his fate while, offscreen, trying to change his own. It is partially why, after years of being a recluse, del Toro decided to become more social; he says he now goes out more with fellow filmmakers and enjoys talking for hours with them about their craft, something he never really indulged in much before. It’s why, after years of throwing himself into his work because “I don’t do well with rest,” he’s trying to enjoy nonwork things a little more. “I’m really intrigued by life now, in a way that I haven’t been the rest of my life.” As for Morgan and del Toro, they were quietly married in May of 2021.

It’s also partially why he decided to see if he could change his filmmaking style going into Nightmare. You can still find formal flourishes galore (count how many times you see Stanton framed within circles) and the occasional homage (if you can’t place why that carnival’s entry looks somewhat familiar, you may want to revisit Strangers on a Train). But del Toro’s unofficial mantra for what could have been a pulp-fiction-by-numbers was: “I want to do what I don’t do. I wanted to change my instincts as a filmmaker. Could I move the camera without being intrusive? Or not do beauty that looks self-consciously ‘beautiful,’ and do murkiness and grime without over-directing it?”

Or make a movie that plumbs the depth the way Nightmare Alley does, that channels a sense of cynicism without giving in to it altogether. “It’s not a cynical movie,” he says, correcting me. “It’s dark. It’s a little bleak. But it’s not a movie that’s cruel for cruelty’s sake. I don’t think Gresham’s novel is like that. I mean, Gresham is Stanton. We used to say that the story was a biopic of Gresham’s soul. We didn’t want to remake the original movie, but we did want to make something that he would have seen and said, ‘Oh, you get it.’ I mean, there’s a sense of melancholy in Pan’s Labyrinth, but there’s also magic in it, and a lump in your throat by the end of it.

“There is no lump in your throat at the end of this one,” he continues with a laugh. “The thing is, you have to be detached to be cynical. I can’t be cynical anymore. I wanted to go for something closer to a broken romanticism.”

And then del Toro smiles that first smile, the one that radiates joy and a profound sense of happiness, and you feel that whatever was broken when he was making this film may have been fixed along the way.

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