Fleapit revisited:Nightmare Alley.

"You don't fool people, they fool themselves" - Dr Lilith Ritter

Carnivals, funfairs, freak shows, and 'geek' shows have always made good backgrounds for films. Bringing with them, as they do, a whole host of marginal and extraordinary characters - as well as the potential for both going on a journey (many of these entertainments tend to be peripatetic) and bringing in a whole host of fleeting, ancillary, characters who can be used, remorselessly, as you may wish.

They can be astounded visitors, simple dupes to be exploited, or, of course, bodies to be dispensed with as brutally and viciously as possible. But Guillermo Del Toro's new film Nightmare Alley (based on a book by William Lindsay Gresham and also made into a film, in 1947, by Edmund Goulding), despite containing some genuinely horrifying scenes, is not so much a horror as it is a film noir - and it's a bloody good one too.

Stanton "Stan" Carlisle (Bradley Cooper) is an, initially, taciturn drifter with an uncertain past who arrives at a carnival looking for work and is taken under the wing of the owner Clem Hoatley (Willem Dafoe) who uses Stan for odd jobs, instructs him in the dark arts of the carny, and introduces him to a cast of colourful, unusual, and sometimes dangerous characters.

There's the violent and huge Bruno, "the strongest man on Earth", (Ron Perlman), there's Major Mosquito - a circus dwarf (Mark Povinelli), and, most disturbingly of all, there's an unnamed geek (Paul Anderson) who is kept in a cage, described as medical mystery - is he a man or is he a beast?, and is thrown live chickens to eat in front of agape mouthed, horrified, audiences.

To begin with, Stan falls in with the phony clairvoyant Madame Zeena (Toni Collette) and her boozy husband Pete (David Strathairn). When Zeena's not initiating some jiggery-pokery in the bathtub with Stan she, and Pete, are instructing in him in the art of cold reading and various other techniques they use in their stage show.

But Stan's head is turned, not by Zeena, but by Molly Cahill (Rooney Mara). Molly's show involves her wearing a bikini on stage and being electrocuted. Stan pimps it up with an electric chair and brings Major Mosquito in to pull the lever. He sees Molly both in a romantic light and as a ticket to better things. It's not long before the two of them have fled the circus and are touring upmarket New York venues where Stan performs as a mentalist (with Molly his glamorous assistant) to the cocktail sipping chattering classes of the big city.

One visitor, Dr Lilith Ritter (Cate Blanchett), is less than impressed with Stan's psychic powers and sees, almost immediately, that he is a fraud. It doesn't bother her that much though. She's hardly a paragon of virtue herself and soon her and Stan are hatching a plan to divest her wealthy patrons, specifically Judge Kimball (Peter MacNeill) and the excruciatingly rich Ezra Grindle (Richard Jenkins), of their fortunes.

That's the basic premise and, don't worry, I'm not being too spoilery here. A lot more happens both before, during, and after the plot outlined above. As befits the noir genre, we're never entirely sure of the motivations of the major characters but, adding an extra level of psychological thrust to Nightmare Alley, it often seems that neither are they.

Stan, the chief protagonist, is compelled by forces seemingly beyond his understanding. When Dr Ritter gets him to lie down on his couch and talk about his childhood, his father, his relationships, and the reason he never drinks he's clearly uncomfortable at being probed so deeply.

As Stan, Cooper gives a fantastic performance - the sort you could easily imagine Daniel Day-Lewis providing for Paul Thomas Anderson - but so does everyone else in this entrancing, spellbinding, and beautifully shot film. To add to the list of those mentioned above I'd give credit, also, to Mary Steenburgen as Judge Kimball's wife Felicia and Holt McAllany as Anderson, Grindle's thankful goon and minder.

Nightmare Alley is set during a hellish time on Earth, as the hope that war could be averted in the late 1930s gave way to despair that it could not in the early 40s. The rain and snow that seems to be falling more often than not suggests that humanity is moving into dark times. It was. But for Stanton Carlisle, whose sleeping demons are now starting to stir, it is not a global nightmare of an alley he is heading down but a very personal one. Great stuff.