There’s a sinister force lurking in every scene, in every shot even, of Guillermo del Toro’s latest dark visionary spectacle Nightmare Alley - a malevolent specter biding its time in the shadows of the film’s various settings, from damp carnival grounds to lush ballrooms and offices to large snow-covered gardens. It feels all-knowing, all-consuming, and yet (or perhaps thus) all too human.

Based on the 1946 novel by William Lindsay Gresham and the second big screen adaptation of it after the 1947 film (which has become a noir classic in the decades since its release), Nightmare Alley tells the tale of Stanton Carlisle (played by Bradley Cooper), a handsome and charming man with a mysterious past and perhaps a bit too much ambition. The film opens on Stan quite literally setting his former life aflame and leaving it behind, and we don’t hear him speak a single word until well into his time working at a questionable carnival run by a welcoming but nefarious grifter named Clem (Willem Dafoe).

Of course, every performer at the carnival is a grifter one way or another, but del Toro has his cast of carnies (including Toni Collette, David Strathairn, Rooney Mara, Ron Perlman, and Mark Povinelli) imbued with more intricate and rich personal and emotional lives that elevate them past the archetypal roles they’re filling. They all may be swindling people out of their money at the end of the day, but they all (besides maybe Clem) still have ethical and moral boundaries that they know better than to cross.

So when Stan arrives and begins prodding at the edges of those boundaries, we can understand him to be a self-confessed “bad” man, one seemingly motivated only by greed and ego. But Cooper’s performance - easily one of the best of his whole career - adds layer upon layer of complication to the character. With piercing yet wounded eyes and a sweet yet devilish grin, Stan is a bundle of nerves and insecurities under the guise of control and confidence. He has obvious mommy and daddy issues that manifest in increasingly treacherous ways and his lust for more power always bares the semblance of someone who knows they should stop but also knows that they can’t.

Stan learns the tricks of the trade from wise, alcoholic mentalist Pete (Strathairn), who teaches him how to read people and fool them into believing that he’s gifted with powers from the great beyond. But Pete warns to never take things too far with the act, as folks’ desperation to communicate with and seek closure from departed loved ones can easily be abused. Of course, Stan is far too eager to amaze and control, and he moves on from the nickel and dime guests of the carnival to the upscale, big buck spenders of the city. So when a sly and equally as morally murky psychologist by the name of Dr. Lilith Ritter (Cate Blanchett) offers him a platter of important and phenomenally wealthy clients, Stan jumps at the chance only to soon discover that he may have gotten himself far too deep in his web of deceptions.

Nightmare Alley is dripping with del Toro’s dark and vibrant style, retooling the iconography of noirs and thrillers to craft the filmmaker’s grimmest story to date. del Toro’s films usually exist in worlds polluted by cruelty and violence, but his lead characters are normally shown to be beacons of hope and kindness in spite (or because) of it. Stan, on the other hand, is the perfect storm of a man whom the world has molded into both a victim and a perpetrator of its cruelty.

This is del Toro’s first film without fantasy or supernatural elements, and he easily proves that he can deliver a thrilling tale without using them literally. Nightmare Alley still has ghosts and monsters, but this time around they’re of the more terrifying, very much human sort. The first words Stan speaks are to the carnival’s local “geek” - an abused and depraved man reduced to living in squalor trapped in a cage. Much like Stan towards the geek, your sympathy for Stan will largely depend on how much of yourself you see within him.

'Nightmare Alley' is now playing in theaters.