Guillermo del Toro knows more about movies than most of us could ever learn in our lifetimes. Whenever I’ve seen him speak, or been lucky enough to interview him, I’m endlessly amazed at his ability to go down a deep rabbit hole of knowledge on any subject ranging from Orson Wells to why he loves Hayao Miyazaki. But the thing about del Toro is it’s not just his ability to talk about so many people and films; it’s the way you can feel his sincere passion and boundless enthusiasm as he’s talking, and you know he’s speaking from his heart.

With his new movie, Nightmare Alley, arriving in theaters on December 17th, I recently spoke with del Toro about his top ten film noir inspirations for the film. While I expected to briefly go over the list (which you can read further down the page) and maybe spend a few minutes going in-depth on one or two of the films, del Toro wasn’t having any of that. Instead, he went through the entire list of ten films, sharing why each film was important to him and why each one was special and worth your time. He also revealed why he likes grittier film noirs and shared so many cool facts about the people involved in each film that it would be impossible to list them all here. If you’re a fan of del Toro and want to hear him geeking out about film noirs you are going to love this video.

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RELATED: 'Nightmare Alley' Release Date, Cast, and Everything You Need to Know About Guillermo Del Toro's New Movie

If you’re not familiar with Nightmare Alley, the film was adapted by del Toro and Kim Morgan from William Lindsay Gresham’s 1946 novel of the same name. The novel was previously made into a film in 1947 starring Tyrone Power, but wasn’t as faithful to the source material. Del Toro’s version stars Bradley Cooper as Stanton “Stan” Carlisle, an ambitious con man who learned his craft working at a seedy traveling carnival. As he gets more successful, he teams up with Dr. Lilith Ritter (Cate Blanchett), who may be more dangerous than he is. The rest of the all-star cast includes Rooney Mara, Toni Collette, Willem Dafoe, Richard Jenkins, Ron Perlman, David Strathairn, Clifton Collins Jr., Tim Blake Nelson, and Mary Steenburgen.

Del Toro previously spoke with us about how he was first introduced to the book and how his version will not embrace any supernatural elements:

“The book was given to me in 1992 by Ron Perlman before I saw the Tyrone Power movie, and I loved the book. My adaptation that I’ve done with [co-writer] Kim Morgan is not necessarily—the entire book is impossible, it’s a saga. But there are elements that are darker in the book, and it’s the first chance I have—in my short films I wanted to do noir. It was horror and noir. And now is the first chance I have to do a real underbelly of society type of movie. [There are] no supernatural elements. Just a straight, really dark story.”

Finally, here’s the top 10 film noir inspirations for Nightmare Alley according to Del Toro.

FALLEN ANGEL

"This was done by [Otto] Preminger after Laura. I love it so much I reference it obliquely in Shape of Water, when Richard Jenkins' character talks about Alice Faye getting tired and leaving everything once and for all; this was basically the movie that made her decide to leave the business. It obliquely has a lot of connections with Nightmare Alley; the main character's name is Stanton, and there is a fairground psychic element in the form of John Carradine."

NIAGARA

"One of the most beautiful movies to look at. The color is astounding. A very important part of the genesis of the legend of Marilyn Monroe. It plays with desire, gender roles, an incredibly strange and intertwined psychosexual story. Vertigo and this could be a great double program."

UNDERWORLD USA

"It's this really unsparing crime noir movie by Sam Fuller. Very amped up. It's about a boy that is obsessed with writing his past and the looming father figure that casts a shadow over him. Most noir characters, when faced with incredible odds, they bet on one side or the other. Whether 'right' or 'wrong,' they go for broke. This still has that grittiness."

THE KILLING

"One of Stanley Kubrick's masterpieces. Occasionally in noir, you have a scene where money, which has become an icon, loses all meaning. The mother of all those neolistic sentiments is The Killing. Sterling Hayden is perfect as a guy that's tough as nails, is completely hardcore, hardboiled, all the way to the end. The final line he has in the movie is fantastic."

DETOUR

"Edgar G. Ulmer was basically a really speedy, economical B-picture type of director. There is a scene with Tom Neal where he unwittingly uses a phone cord as a manslaughter weapon. That is echoed in a scene with Lilith and Stan [in Nightmare Alley]; it's a small quote. The main thing about it is how unsparing it is.

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Image via Searchlight

TOO LATE FOR TEARS

"To me, it's the best movie of Lizabeth Scott, the best role she ever got. [She plays] a woman that is so tired of her role in society as the obedient wife and homemaker that when she's faced with an exit in the form of a bag full of money, she unleashes a tougher character than any other men in the picture. Any other men cannot stop her, cannot outwit her, cannot out game her. She's a fascinating character, incredibly powerful. This was directed by Byron Haskin, who sci-fi fans will remember for The War of the Worlds, but he is an incredibly efficient director."

BORN TO KILL

“A movie that is not that celebrated but I think is fantastic is Robert Wise’s Born to Kill. The film has a couple of the most astounding and violent murders for the period or any period. Lawrence Tierney is one of those characters that can inhabit absolute ruthlessness. And Claire Trevor plays his equal. I told Bradley Cooper and Cate Blanchett to watch them and watch them interact for how the characters needed to be in equal footing when they met. These two characters in Born to Kill are two beasts absolutely unleashed by the presence of each other. What is also fascinating about this movie is Claire Trevor plays a woman in good standing in society. This is what makes it interesting.”

THE LINEUP

"A Don Siegel movie that even now is relentless and absolutely brutal. The characters that should not get killed get killed in a merciless way. Eli Wallach is incredible fierce with no loyalty and can turn on a dime. The film is set in San Francisco and it portrays the city in a unique way that’s full of menace. Just as Vertigo portrays it in a very romantic, gothic way this one is gritty and savage and naked. And the final chase is fantastic."

THE BREAKING POINT

"John Garfield brings a grittiness and reality to the part. He’s a man torn between what he should or should not do and what he has and what he could have. Which are essential conflicts in noir. And they are very much acted on in Nightmare Alley. It’s directed by the great Michael Curtiz, but is based on an Ernest Hemmingway novel To Have and Have Not."

NIGHTFALL

"It’s a great Jacques Torneur movie. Torneur revolutionized horror and made it elegant and full of menace. He worked with shadows in a magnificent way. But the main interest in this movie was for seeking dialogue. This movie has tough and gritty dialogue that sounded authentic and really underworldly and delivered beautifully. You can see Anne Bancroft in an early but very good role. It’s based on a novel by David Goodis who also wrote the Humphrey Bogart movie Dark Passage. He is an interesting pulp writer with a great ear for dialogue with great empathy for outsiders and people on the margins which was very important for me on Nightmare Alley. We had characters that exist on the fringe and how they fit or not fit in the urban brutality of Buffalo, New York when they leave the carnival."