Stanton Carlisle is a carnival employee who over-reaches in his quest for fame and fortune. He picks up a mind-reading technique (which boils down to a bunch of sophisticated code) from trusting colleague Zeena (Blondell), then discards her for a younger woman and appropriates the code for himself. Now hitting the big-time in night-clubs, Stanton feels he can't lose — but the higher he gets, the farther he's bound to fall.

Edmund Goulding creates one of the screen's most indelible noirs, with the seamy carnival world providing an ideal setting. Power excels against type as the sleazy Stanton (a role he loved playing), and Blondell brings the perfect cheap, faded quality to small-timer Zeena. Jules Furthman's hard-boiled script keeps us guessing just how Stanton will eventually tumble. Dripping with a deliciously dark mood and atmosphere, mystery fans will find "Nightmare" right up their alleys.