Lilith Ritter never explicitly reveals her motives for double-crossing con man Stanton Carlisle in Guillermo del Toro's latest film, Nightmare Alley.

Warning: Contains SPOILERS for Nightmare Alley

One of the most shocking moments from Guillermo del Toro's Nightmare Alley is when Lilith Ritter (Cate Blanchett) betrays Bradley Cooper's Stanton Carlisle. Despite Stan's conviction that he knows everything that there is to know about her, she's been pulling the strings the entire time by taking advantage of his pride. It's a shattering revelation, but her exact motives for double-crossing him are slightly more difficult to explain.

Lilith and Stan first meet during one of Stan's shows when she attempts to expose him by asking what's in her purse. Stan overcomes her challenge, correctly guessing that she carries a pistol. He then belittles her in front of the crowd, calling her powerless before giving her a psychological analysis in which he suggests she's lonely and suicidal. This interaction comes back to bite him.

Lilith dispels the idea that her betrayal is about money, telling Cooper's Stan, "Money doesn't matter to me. But it means everything to you, doesn't it?" With this statement, Lilith admits that her purpose is explicitly to hurt Stan by taking away what's most important to him. The betrayal is personal. It is punishment for their insulting first interaction. However, the reason why that interaction stung so much is not just because of her inherent pride, but also because of their social differences and her fraught history with physical abuse.

During this initial interaction, in front of a crowd, Stan tells Lilith "Madame, you are not powerful. Not powerful enough." Later, as Lilith towers over a defeated Stan, she demands, "am I powerful enough for you, Stan?" In betraying Stan, Lilith avenges her wounded pride. However, one reason his words stung so much is because she's been powerless before. Lilith has a deep scar on her chest that she shows Stan while telling him to be careful of Grindle, who was once her patient. Grindle (played by Richard Jenkins) confesses that he has hurt many women. The film in this way implies that it was Grindle who hurt Lilith. When Stan calls Lilith powerless, he is referring partly to her pistol–mocking her ability to measure up physically to her rivals as well as mentally, since she failed to expose Stan during his show. Lilith's history with Grindle indicates that Stan is right about her inability to measure up physically to powerful men, and Stan calling her powerless at his show in front of an audience definitely hit more of a nerve than it would have without that history. 

Often there is no greater insult than the truth, especially when tied to past humiliation. However, Stan drives the knife deeper by insulting her intelligence, the one advantage that actually does make her powerful, and which gives her the upper hand over men like Grindle and Stan who have more physical strength than she does. By deceiving and betraying Stan, Lilith proves how much smarter she is than him. When he physically attacks her, her trap is so well laid that his violence and ability to overpower her only complete her victory, further framing him as the sole perpetrator behind the con. 

Undertones of social bias also run through Lilith's offense at Stan's prideful conviction that he can read her so easily. She mocks his arrogance, saying "You think you stand high above the common man? You're nothing but an Okie with straight teeth." "Okie" was a derogatory term referring to low-class migrant farm workers from Oklahoma who moved west during the depression. Lilith is a doctor, high class, sophisticated, educated; to her, someone of Stan's background thinking he knows more than she does is unforgivable impudence. Stan is Lilith’s inferior, but he has the nerve to think he can get away with insulting her. As if this were not enough, Stan also dares to think he's omniscient; not just her equal, but her superior. With her betrayal in Nightmare Alley, Lilith puts Stan in his place. He is now completely powerless, and will never be able to escape from his past.

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