A film noir starring Tyrone Power, Joan Blondell and Coleen Gray - and directed by Edmund Goulding. The film is based on the 1946 novel of the same name, written by William Lindsay Gresham. Roustabout Stanton Carlisle (Tyrone Power) joins a traveling carny and unsuccessfully schemes to figure out the mind-reading act of Mademoiselle Zeena (Joan Blondell) and her alcoholic husband, Pete (Ian Keith). But when Pete dies, Zeena is forced to take on Stanton as a partner, and he quickly proves more gifted than his predecessor. Ambitious to a fault, Carlisle abandons Zeena and the carny to reinvent himself as "The Great Stanton," wowing high-class audiences in a Chicago hotel. Nightmare Alley was somewhat unusual among film noir in having top stars, production staff and a relatively large budget. To make the film more believable, the producers built a full working carnival on ten acres on the 20th Century Fox back lot. Despite a strong promotion campaign, the film was not a financial success upon its original release, due in part to protests against some of the scandalous content. The film has found acclaim and is regarded as a classic.