Guillermo Del Toro’s captivating carnival thriller transforms into a dazzling new noir experience with a brand-new, definitive black-and-white Extended Cut
Guillermo Del Toro’s Nightmare Alley remains a tantalizingly unique departure from the rest of the auteur’s filmography. While his adaptation of William Lindsay Gresham’s 1946 novel is a bewitching journey into the labyrinthine schemes of a down-on-his-luck carny turned show-stopping criminal mentalist, the fantastical elements that define Del Toro’s modern fairy tales are kept at a deliberate, realistic remove. What lingers is something much darker. The fantastic is the grifter’s tool, the supernatural nothing more than a fragile, easily dashed hope…and true demons are undeniably real, often lurking in lockstep with the better angels of our nature.
With their take on Nightmare Alley, Del Toro and co-writer Kim Morgan craft a terrifying parable with the seductive pull of classic noir, openly citing James M. Cain, Raymond Chandler, and Gresham’s own tragic life as touchstones. Pointedly sidestepped is Edmund Goulding’s 1947 Tyrone Power adaptation, signaling a break from the reserved moralism of the Hays Code from this Alley’s opening scene. Where Power’s Stanton Carlisle appears as a slick, opportunistic huckster, Bradley Cooper’s Stan is a deliberate, calculated cipher; even after an implied murder and arson before spiriting to the safety of a rain-soaked traveling carnival, it takes 13 minutes for Stan to utter a single word. He doesn’t need to speak; he coasts on the unearned generosity of a dreamlike, post-Depression, prewar world of head-turning sideshow acts, eye-popping funhouses built around deadly sins, and chicken-chomping monstrous “geeks.” In this near-wordless stretch, Del Toro and Cooper guide us down a gripping track of intrigue. By the time Stan finally speaks, we’re already hooked: our vices and imaginations are firmly in Del Toro’s hands, ready to lead us deeper into Stan’s surreal, self-made oblivion.
Key to Nightmare Alley’s temptation is how clearly we see Stan’s growing talent for deception—seducing others while, crucially, seducing himself. He may expose the bullshit behind a spinning prop wheel to help us spot the con on a nosy sheriff, but the real danger is how Del Toro gradually reveals his slide toward a perilous void. His washed-up mentor Pete, played with heartbreaking weariness by David Strathairn, warns him against “shut-eye”: becoming so convincing of his “supernatural” abilities that he believes his own lies. It’s a dilemma that speaks as much to Del Toro’s fascinations with noir as Nightmare Alley’s carnival setting. In interviews included on this disc, Del Toro discusses how much of noir mourns the death of America’s pastoral dream–that life’s nothing more than another rigged carnival game, and that winning is always predicated on someone else’s loss. What we find in the darkness of Nightmare Alley is that this awakening grants neither Stan nor us power; it only makes us easier marks.
Knowing the game is fixed doesn’t improve our odds. Growing confident in one trick—whether through a mentalist’s coveted codebook, a constructed sideshow illusion, or swindling a wealthy madman—only blinds us to the games we don’t yet know how to play. For all the carnival barker’s insight we may gain, the trappings of noir and the turnings of fate strip this potential commodity of any value, leaving only cold moral lessons to be learned alongside Stan. These dangers, like us with our own marks, prey not on the illusions we can conjure, but on the ones we most ache to believe.
Through Tamara Deverell’s stunning production design, Del Toro carries Nightmare Alley’s subversive sideshow atmosphere into the glitzy Art Deco of Buffalo, New York. The lush blend of painted vice and virtue, with its hokey astrological charts and worn tarot cards, leans into the artificial mysticism of the world these characters trade in. Yet this Rorschach test also teases the rich but opaque inner lives of these characters—their cons, their marks, and the desires driving them—revealing how Del Toro’s film of seductive illusionists is equally captivated by our universal need to be seduced.
Fundamental to Del Toro and Morgan’s Nightmare Alley is Gresham’s belief that anything from religion to alcohol can become addictive. In Nightmare Alley, it’s perpetuating the illusions we cast for other people. Whether built on strength, intellect, masculinity, or faith, the faces of the Alley trade one obsession for another, desperate to mask their flaws and buried desires. But every convincing con is a two-person act, binding mark and grifter in the same trap. Through Cooper’s Stan, visually modeled as much on Gresham as on Don Ameche, we see how both sides pay a price the longer the deception endures, with ruin an inevitability as reality finally breaks through. Fittingly, Del Toro lets fate tighten its grip not only on Stan but on the world itself, as the encroaching shadow of World War II threatens to snuff out both American idealism and the fading world of the carnival.
It’s a prescience that’s as benevolent as it is bitter, with Del Toro finding beauty and wonder buried in such menacing vice. No matter how hokey or contrived they may seem, he never loses sight of how awe-inspiring a carnival sideshow or mentalist act can be because of the mystical possibility such sights offer. That wonder extends to Del Toro’s treatment of noir itself: Stan’s crushing, Icarian fall matters precisely because we surrender, however briefly, to the illusion that he might soar. His reverence for noir—and the fading idealism flickering beneath its suffocating shadow—is what makes Nightmare Alley such a bewitching experience.
But it’s only with the release of Nightmare Alley’s longer, black-and-white extended cut that Del Toro’s film fully realizes its noir ambitions. Dan Laustsen’s already impeccable cinematography was among 2021’s finest, but this originally intended monochrome look charges the film with new life. While the rich color palette once seduced us into sharing Stan’s self-delusion, the black-and-white version makes the film feel both weathered by time and miraculously unearthed—a long-lost Gresham adaptation newly “restored” for a classic Criterion revival.
The Extended Cut not only restores scenes that lend sharper depth to characters like Toni Collette’s Zeena and reintroduces enigmatic tarot card interstitials echoing Gresham’s chapter headings, but by mirroring the aesthetics of cinema from the novel’s era, Del Toro more clearly reveals the moral boundaries his adaptation dares to cross. Crucially, the film is unbound from the codes that constrained cinema during the original novel’s publication and first adaptation. Yet for all its more explicit depictions of sex and violence, it never lapses into gratuitousness. Instead, Del Toro and Kim Morgan explore psychological and thematic depths once blunted by censorship, creating an authentically nightmarish world from which neither Stan nor his audience of victims can ever wake.
Just as they rescued the Tyrone Power film from obscurity ahead of Del Toro’s 2021 re-adaptation, Criterion’s luxurious presentation of Nightmare Alley now canonizes this “Vision in Darkness and Light” as a modern noir classic unmoored from time, powered by themes of self-deception that remain as supernaturally potent as ever.
Video/Audio
Criterion presents Nightmare Alley in its original 1.85:1 aspect ratio in 2160p Dolby Vision 4K on the UHD discs, and 1080p HD on the accompanying Blu-ray discs. The Theatrical Cut retains the Dolby Atmos mix as well as a Descriptive Audio track, while the newly created Vision in Darkness and Light cut is remixed in 5.1-Channel Surround DTS-HD Master Audio. English SDH subtitles are only present on the feature film presentation and are missing from the Special Features.
While the video and audio on the theatrical cut remain beautifully comparable to Searchlight’s previous 4K release, I cannot overstate how much the new black-and-white transfer on the extended cut UHD and Blu-ray transforms Nightmare Alley into an entirely different film. Completely re-mixed and re-timed in both sound and image, Del Toro explains in the disc’s supplements how the monochrome aesthetic allows certain moments to “breathe” in ways the brisker color version could not. This new approach to Nightmare Alley’s presentation is what makes the film feel like a long-lost 1940s noir beyond just aesthetic similarity. There isn’t just a stripping of color–there’s greater emphasis on Dan Lausten’s studied interplay of light and shadow, of inky blacks and harsh, cutting brightness. From the opening sequence in the sin-soaked hall of horrors, this Nightmare Alley exudes a romantic malevolence that the theatrical cut aspired to but never fully achieved, here landing that vision in darkness and light with stunning precision. This disc easily lands among the best of Criterion’s other reference-quality black-and-white features, from Cold War to Kuroneko.
While the Theatrical Cut has the slight sonic advantage over this cut with its Dolby Atmos mix, the Extended Cut’s DTS-HD track is no less impressive. Particular praise is given to Nathan Johnson’s score, astonishingly created mere weeks before release–it begins deceptively minimalist before taking on a lush orchestral splendor fitting the theatricality of Stan’s increasingly complicated con.
Special Features
Note: Aside from Guillermo Del Toro’s commentary on the film’s Vision in Darkness and Light, all Special Features can be found on the set’s accompanying Blu-ray Discs.
For Nightmare Alley completionists, it’s worth noting that the three featurettes present on that disc (Del Toro’s Neo-Noir, Beneath the Tarp, and What Exists in the Fringe), as well as the additional audio language options for the Theatrical Cut, are not ported over from Searchlight’s initial 2022 disc.
Disc One: Nightmare Alley: Vision in Darkness and Light UHD
- Audio Commentary: Much like his other directorial efforts included in the Criterion Collection, Guillermo Del Toro’s commentary is an essential listen that deepens one’s appreciation for each hand-labored aspect of Nightmare Alley, especially just how much Del Toro cares about translating the film’s thematic weight into concrete, tangible representation on screen. Del Toro also discusses equally fascinating extracts of his years of research alongside Kim Newman into the minutiae of carny life, the history and methodology of mentalism, and more.
Disc Two: Nightmare Alley – 2021 Theatrical Version UHD
Disc Three: Nightmare Alley – Vision in Darkness and Light Blu-ray
- Audio Commentary (see Disc One)
- Shadows in the Midway – The Versions of Nightmare Alley: Newly created for this release, Del Toro and co-writer Kim Morgan detail the origins for their intent to originally shoot Nightmare Alley in black-and-white (and the Hollywood machinations that foiled such intentions for this and The Shape of Water), and how the black-and-white aesthetic allowed Del Toro and Morgan to approach a re-edit of the film to allow for more extensive, breathing moments that feel out-of-place in the color version of Nightmare Alley.
- A Geek’s Tale – Adapting Nightmare Alley: In this new interview, Del Toro and Morgan discuss their approach to adapting William Lindsay Gresham’s original novel, from their individual attraction to the original material years before meeting each other, their thoughts on the novel styles of Alley in addition to thematic cousins by James M. Cain, Paul Cain, and Raymond Chandler, drawing upon the life and real-life flaws of Gresham himself, larger themes of masculine/feminine identity and internal darkness, shot scenes that didn’t make either cut of the film, the choice to not reveal certain aspects of characters’ backstories, and more.
- Trailers: A teaser, theatrical trailer, and Del Toro interview-focused trailer for Nightmare Alley’s 2021 theatrical run.
Disc Four: Nightmare Alley – 2021 Theatrical Version Blu-ray
- Nightmare Alley – Noir Anew: Newly created for this Criterion release, this extensive 42-minute documentary pulls from behind-the-scenes footage, archival on-set interviews from cast and crew, and new video and audio interviews with Del Toro and Bradley Cooper to chart every facet of Nightmare Alley’s production, with particular focus on staying true to the aesthetic and transgressive content of Gresham’s original novel, the challenges of COVID-19’s arrival during production, the meticulously-cast ensemble, the intricacies of Tamara Deverell’s production design, and the quickly-designed masterful score by Nathan Johnson.
- Bradley Cooper and Guillermo Del Toro: In this new interview, Del Toro and lead actor/producer Bradley Cooper discuss the creative relationship that led to their development of Stanton Carlisle, along with further anecdotes from the production. It’s fascinating to see these two creatives still share an insightful, analytical shorthand for this complex character years later, each providing a new creative tangent that the other quickly builds on. It’s also clear how this creative relationship still impacts them today–with Cooper candidly discussing how Del Toro’s directing methods influenced specific technical choices on Cooper’s own directorial forays, such as Maestro.
Booklet:
- Essay by New York Times Book Review Crime & Mystery columnist Sarah Wineman on the origins and evolution of Nightmare Alley in its various forms–William Lindsay Gresham’s original novel, the Tyrone Power-starring 1947 adaptation, and finally Del Toro’s re-adaptation, diverting into the power of Del Toro’s ensemble and the key ways this 2021 version diverges in key ways from Alley’s previous iterations as well as Del Toro’s own filmography.
- Director’s Note on the new Extended Cut of Nightmare Alley, particularly how the film was originally intended to be in black-and-white, the unique opportunity provided to reintroduce previously cut material, and how the film itself was re-timed and remixed to fit the restored aesthetic.
Nightmare Alley’s 4K UHD & Blu-ray set arrives on October 28th, 2025 courtesy of the Criterion Collection.
