Believe it or not, the sideshow is the least compelling part of Guillermo del Toro’s Nightmare Alley - The A.V. Club

(He also modeled his home after a European cabinet of curiosities, a more sophisticated continental cousin to the American sideshow.) So when del Toro announced that he would be tackling William Lindsay Gresham’s 1946 novel Nightmare Alley—previously adapted into a 1947 film with Tyrone Power and Joan Blondell, but we’ll get to that in a minute—it seemed like a perfect fit.

Bradley Cooper, Rooney Mara, Cate Blanchett, Richard Jenkins, Willem Dafoe, Toni Collette.

But almost all of the impressive cast—which also includes Rooney Mara, Richard Jenkins, Holt McCallany, and Mary Steenburgen in key roles of varying sizes—seems tied down by the odd, muted tone.

The only one who slips into the noir idiom like a pair of silk stockings is Cate Blanchett, perfectly cast as conniving, seductive psychiatrist Lilith Ritter.

The film doesn’t really get going until Blanchett slinks in midway through, challenging Stanton’s supposed ability to read minds after he and “Electro-Girl” Molly (Mara) level up from traveling circuses to swanky nightclubs.

It may be unfair to compare this Nightmare Alley to the ’47 version, given that del Toro has said he and co-writer Kim Morgan based their adaptation on the novel, not that movie.

Without the implication that Lilith and Stanton are essentially on the same hustle, certain plot developments later in this film no longer make much sense.