“Nightmare Alley,” the latest from director Guillermo del Toro, gets off to a promising start before losing its way with a somewhat predictable second half.

For a film that wants to have the audience on the edge of their seats the entire time, predictability proves to be a flaw that even del Toro and a loaded all-star cast can’t overcome.

A remake of a 1947 film by the same name that has become the gold standard for film-noir, “Nightmare Alley” tells the story of Stan Carlisle (Bradley Cooper). As the film begins, Stan has stumbled on a traveling carnival where he is hired by the owner (Willem Dafoe).

Stan gets involved with the carnival’s husband and wife mind-reading act (Toni Collette and David Straithairn), learning all their secrets. Stan convinces a fellow carnival worker named Molly (Rooney Mara) to leave the carnival and start their own two-person act – targeting high society clients.

The plan is successful at first until a psychologist named Dr. Lilith Ritter (Cate Blanchett) threatens to expose their act just as they are targeting a wealthy judge (Richard Jenkins) for their biggest payoff yet.

The first half of “Nightmare Alley” sets the bar very high, with del Toro immersing the audience in the seedy underbelly of the carnival world. The world is fascinating, full of life and wonder that really humanizes these workers while exposing many of the secrets of their inner circle.

Unfortunately, once “Nightmare Alley” leaves the carnival, the film loses its edge. The grift with normal citizens does not have the same level of suspense because the audience has already seen behind the curtain – pretty much eliminating the mystery that should fuel the narrative.

The story slogs along even as the cast does intriguing work. Cooper is solid in the lead role, although his brief work in the upcoming “Licorice Pizza” is way more impactful than his work here.

Collette and Mara are the best among the supporting cast, with Blanchett showy yet surprisingly underwhelming.

But the cast can’t save a film that promises something more in the first half only to build to a rather weak payoff. The result is a film that has all the ingredients in place to deliver but never finds the right combination to make it all work.

Starring: Bradley Cooper, Cate Blanchett

Directed by: Guillermo del Toro

Rating: R for strong/bloody violence, some sexual content, nudity and language

Playing at: Regal Bowling Green Stadium 12

Grade: C+