Cate Blanchett, Rooney Mara, and Bradley Cooper will be headlining director Guillermo del Toro's next excursion as a director. Del Toro will be directing 'Nightmare Alley' for Fox Searchlight Pictures, his collaborator on the Oscar-winning 'Shape of Water'.

Cate Blanchett and Rooney Mara, last seen together in Todd Haynes' 'Carol' have been added after Bradley Cooper joined the film, replacing Leonardo DeCaprio. Del Toro will pen the script with Kim Morgan (The Forbidden Room). Guillermo del Toro will produce with J. Miles Dale with Fox Searchlight looking after worldwide distribution rights.

The remake is based on the 1947 film, which was based on William Lindsay Gresham's 1946 novel about a corrupt con-man, Stanton "Stan" Carlisle who teams with a female psychiatrist (Cate Blanchett) to trick people into giving them money. Rooney Mara will play Molly, closest to anything Stan has ever loved.

Guillermo del Toro has promised the movie to be R-rated and feature " a really dark story". He went on to say that the project is "the first chance I have to do a real underbelly-of-society type of movie.` The 'Shape of Water' filmmaker is also working on his passion project 'Pinocchio', but will shoot 'Nightmare Alley' first. Currently, in pre-production, del Toro's remake does not have a release date.