DiCaprio never had a closed deal for the project. It's unclear if Cooper's deal will close at this early stage.

Fox Searchlight, which made del Toro's best picture Oscar winner The Shape of Water, is behind the project.

Nightmare Alley will be based on the novel by William Lindsay Gresham, which was adapted into a Fox feature in 1947 that starred Tyrone Power and Joan Blondell. The story centers on an ambitious con man who hooks up with a female psychiatrist for a mentalist routine, but she eventually turns the tables on him.

Cooper is in talks to play the male lead, Stan Carlisle.

Del Toro wrote the new script with Kim Morgan and will produce with J. Miles Dale. The film is being financed by del Toro and Dale, with TSG Entertainment.

Cooper, who is repped by CAA, has several projects in various stages of development, including his next directing effort, a Leonard Bernstein biopic set up at Amblin Entertainment and Paramount. He was last in theaters with Avengers: Endgame, where he returned as the voice of Rocket the raccoon, and acted as a producer on Todd Phillips' upcoming Joker movie starring Joaquin Phoenix.