The nonadiabatic mechanism that mediates nonradiative decay of the bright S2 state to the dark S1 state of carotenoids involves population of a bridging intermediate state, Sx, in several examples. The nature of Sx remains to be determined definitively, but it has been recently suggested that Sx corresponds to conformationally distorted molecules evolving along out-of-plane coordinates of the isoprenoid backbone near a low barrier between planar and distorted conformations on the S2 potential surface. In this study, the electronic and vibrational dynamics accompanying the formation of Sx in toluene solutions of the ketocarotenoid canthaxanthin (CAN) are characterized with broadband two-dimensional electronic spectroscopy (2DES) with 7.8 fs excitation pulses and detection of the linear polarization components of the third-order nonlinear optical signal. A stimulated-emission cross peak in the 2DES spectrum accompanies the formation of Sx in <20 fs following excitation of the main absorption band. Sx is prepared instantaneously, however, with excitation of hot-band transitions associated with distorted conformations of CAN's isoprenoid backbone in the low frequency onset of the main absorption band. Vibrational coherence oscillation maps and modulated anisotropy transients show that Sx undergoes displacements from the Franck-Condon S2 state along out-of-plane coordinates as it passes to the S1 state. The results are consistent with the conclusion that CAN's carbonyl-substituted β-ionone rings impart an intramolecular charge-transfer character that frictionally slows the passage from Sx to S1 compared to carotenoids lacking carbonyl substitution. Despite the longer lifetime, the S1 state of CAN is formed with retention of vibrational coherence after passing through a conical intersection seam with the Sx state.