Bradley Cooper (‘A Star Is Born’), Toni Collette (‘Hereditary’), Richard Jenkins (‘The Shape of Water’), Cate Blanchett (‘Thor: Ragnarok’), Ron Perlman (‘Hellboy’), Willem Dafoe (‘The Lighthouse’), Rooney Mara (‘The Girl With the Dragon Tattoo’), Michael Shannon (‘The Shape of Water’) and Mark Povinelli (‘Water for Elephants’) are up for roles in Guillermo del Toro’s upcoming noir-thriller ‘Nightmare Alley.’

Sticking closer to the William Lindsay Gresham novel of the same name than the 1947 film directed by Edmund Goulding, ‘Nightmare Alley’ follows Stanton Carlisle, an ambitious conman who joins a traveling carnival and unsuccessfully schemes to figure out the secrets to the mind-reading act of Mademoiselle Zeena and her alcoholic husband, Pete.

Cooper will take the role of Carlisle, with Jeff Snider over at Collider hearing that Collette would play Zeena, who takes Carlisle on as an assistant after the death of her husband. Perlman is set to play Bruno, the carnival’s strongman, while Mara is being looked at to play Molly Cahill, the younger woman who catches Carlisle’s eye. Blanchett would portray Stan’s psychologist, Lilith Ritter, who is even more corrupt than he is.

Production is scheduled to commence in the fall with del Toro directing from a script he co-wrote with Kim Morgan.