Katie Holmes Don't Be Afraid of the Dark

Don't Be Afraid of the Dark

Cast: Katie Holmes, Guy Pearce, Bailee Madison
Director: Troy Nixey
Genre: Horror, Thriller
Rated: MA
Running Time: 99 minutes

Synopsis: Something ancient and evil is alive in the darkness beneath the Blackwood Mansion. When young Sally Hurst (Bailee Madison) arrives in Rhode Island to visit her father Alex (Guy Pearce) and his new girlfriend Kim (Katie Holmes) at the Victorian mansion they are restoring, she already feels like an outsider and her ornate new home seems a cold and unwanted prison.

Alex, consumed with his grand project and his aspirations as an architect, is distant, having lost touch with his daughter, and Kim's every effort to establish a bond with Sally ends in frustration.

Finding comfort and escape in her solitary exploration of the property, and despite the warnings of the caretaker Mr. Harris (Jack Thompson), Sally embarks on an adventure that leads to the discovery of a hidden basement, undisturbed since the mysterious disappearance a century earlier of the mansion's builder, famed nature illustrator Emerson Blackwood. Once the private studio of Blackwood, the dark and dank underground chamber houses the secrets of the past of this unstable and unholy place, and perhaps something even more sinister.

Her curiosity burgeoning, Sally is surprised when voices from within the subterranean depths of the ash pit begin to speak to her. Voices which tease and beckon and plead for her help. Voices belonging to the Homunculi, malicious and manipulative creatures whose origins date back to a time when the fairies and demons of folklore were much more than cautionary tales, and who live in the dark and feast on the teeth of children!

When Sally unwittingly frees the evil creatures from captivity, she is alone in her slow dawning realisation of their omnipresence in the house, and of the true nature of their malevolence.

Blind to his daughter's very real and justified fears, Alex is too caught up in the dinner party he and Kim are planning to unveil the finished house to put much stock in his daughter's seemingly supernatural tales of evil in the dark. Even after Mr. Harris suffers a brutal attack, which the adults explain away as an industrial accident. Sally finds an unlikely ally in Kim, who recognises something of herself in the young girl's odd mixture of strength and fragility. She begins to take the girl's claims more seriously and decides to investigate the root of her fears, leading her to a disturbing discovery about Blackwood's true fate.

When the Homunculi launch a terrifying attack on Sally in the bathroom, the creatures begin a reign of terror that threatens all who cross their path.

A broken family must become whole to defeat the army of malignant monsters. Or will they themselves face the same tragic fate that befell Emerson Blackwood?

"Traditional fairytales often talk about fairy abductions:
fairies abducting children, babies, adults,
and returning them to their families - changed.
Either in the form of a changeling, or simply twisted,
full of dark vices and inclinations,
howling at the moon or whatever.
They change them in a strange way,
and I thought that it was nice to integrate those things into the story."

About the Production

In Mexico, about 30 years ago, a young Guillermo del Toro shared a childhood game with his siblings where they would terrify each other by whispering the name "Saaaaallllllleeeee".

They had seen the original 1970s telemovie Don't Be Afraid of the Dark and it had a lasting impact.

"For my generation it was the scariest TV movie we ever saw," says Guillermo del Toro. "It creeped out my whole family and it stayed on my mind."

When Guillermo del Toro came to America years later, he searched for the original material taking three or four years before he was able to find an author and secure the rights.

Guillermo del Toro co-wrote the screenplay with partner Matthew Robbins and says they "had a blast" working on it. "A lot of the elements I brought into the screenplay for Don't be Afraid of the Dark were elements that would later find a way into Devil's Backbone and Pans Labyrinth - little moments, gestures, ideas."

In writing the script, Guillermo del Toro enjoyed exploring themes he had long pondered about, particularly the idea of a macabre tooth fairy. "I've been obsessed with the tooth fairies since I was a kid. I wondered: Why do they want the teeth? Do they eat them; do they make little murals with them? What do they do with the teeth they have? I never got a satisfactory answer..."

Years passed without the project coming to fruition, but during the intervening time the development processed continued including a major change to the source material which was to see the character of Sally, originally an adult, re-written as a child.

"In the telemovie, Sally is an adult, played by Kim Darby. It's a movie that very much deals with adult female characters in a retro, sort of pre-women's lib way, so she was a mousy, mentally battered woman. I didn't like that, and I thought it would be nicer if Sally was a child."

The title had been with Miramax for many years and following the Weinstein restructure in 2005 Guillermo del Toro decided to find out what had happened to the script.

"I was really hoping and praying that that screenplay would be left behind so I could take a stab at it. When it was apparent it had stayed at Disney and Miramax, I went immediately to Keri Putman and Daniel Hassid and I asked them if they would like to do it with me as a producer, and that we'd find a young director to helm it."

Producer Mark Johnson was introduced to the project at this stage. He and Guillermo del Toro had known each other for over a decade and had been looking for an opportunity to work together.

Mark Johnson recalls: "I was in my car in Los Angeles about ten months ago and he called me and he said, 'Do you want to produce a movie with me?' and then he told me about Don't Be Afraid of the Dark."

Guillermo del Toro reflects, "The whole process took from 1993 to 2009, so all in all, it was sixteen years to make this movie, to make it the way I wanted it to be made, and finding the right director to bring a whimsical and odd personality to it, and I think we found that in Troy Nixey."

Engaging the Director
Before making his foray into film directing Troy Nixey had lived and worked in Canada, enjoying a celebrated career as a comic book artist. His notable work includes Batman titles with Mike Mignola, Neil Gaiman's Only the End of the World Again, Matt Wagner's Grendel: Black, White & Red, Bacon and the critically acclaimed comic Trout.

Guillermo del Toro was familiar with Troy Nixey's work as an illustrator, "I loved the comic book he made with Mike Mignola, so I was following his steps on that."

When Troy Nixey tried his hand at directing, his first project was an intricate yet dynamic short film Latchkey's Lament, which took four years to make and won critical acclaim at the Toronto International Film Festival in 2007.

Troy Nixey had emailed Guillermo del Toro production stills from the short film, which impressed Guillermo del Toro. He recalls, "When the time came to look for directors for Don't be Afraid, our mutual friend Nick Nunziata from Chud.com, said 'What about Troy Nixey, look at his short, it really came out okay', I looked at his short and loved it."

Guillermo del Toro met with Troy Nixey to talk about the story and character, "I felt he understood the universe of the child quite, quite well, and he had a great knack for keeping things not the usual way."

Likewise, Mark Johnson had been impressed with Latchkey's Lament - so much so that he had called Troy Nixey "out of the blue" from the Narnia set in Prague to make his acquaintance, and to offer support for future projects.

So it was no surprise for Mark Johnson and when Guillermo del Toro called regarding Don't Be Afraid of the Dark: "and Low and behold, it was Troy Nixey directing."

Troy Nixey was quick to accept the offer to direct his first feature film praising the script as having: "A great balance of strong characters mixed with dark fantasy elements lurking beneath the surface."

Despite Troy Nixey's limited film experience, Mark Johnson describes him as a "wonderful visualist" and says he enjoys producing with first-time directors. "They need different kinds of help than the people who have done movies for years and years".

Troy Nixey was confident about making the move into feature film directing. He explains: "I honed my storytelling abilities through my 17 years of working in comic books. It was when I made my short, Latchkey's Lament, that my eyes were opened to what I feel is the greatest storytelling medium ever created. Now I'm here working in Melbourne and making this film and it's everything that I've always wanted to do."

During pre-production veteran producer Bill Horberg was bought onto the film as an executive producer to offer additional creative support for Troy Nixey.

Bill Horberg says, "I was getting ready for my summer holiday with my family, and the phone rang and it was Mark Johnson, and he said 'is your suitcase packed, do you have any pressing plans this summer, I'm on a show.' He told me what it was and I was familiar with the project, and the title, but nothing more about it."

At the time Mark Johnson was simultaneously producing Narnia in Queensland and Guillermo del Toro was setting up to shoot The Hobbit in New Zealand.

Bill Horberg said: "So it was really just a job, as it always is, to get everyone to communicate with each other, to get Troy Nixley to articulate his vision for how he saw the movie, how he saw shooting the movie, the style that he was starting to develop and find. And nailing down the locations, the schedules, and production plan and working with the line producer Stephen Jones here, to try to make the studio comfortable, to make sure we had a solid plan, both financially and creatively."

Executive producer Stephen Jones was attached to the film in the early days and oversaw every element of production throughout pre, shoot and post.

When questioned about the dynamics of the producers involved Stephen Jones explained: "Everyone has their strengths and I suppose mine is in logistics and organisation, and budgetary and Mark Johnson is creative and Bill Horberg's is development, so by the time you put everyone together, you have a team who has hopefully brought a good film to the screen."

Casting
From the earliest casting discussions the filmmakers saw Katie Holmes and Guy Pearce in the roles of Kim and Alex. However they were not convinced they'd be able to secure the actors.

Guillermo del Toro recalls the process: "The first name I brought out was Guy Pearce, the first name Troy brought out was Katie Holmes. In both cases we didn't know if we'd get them, we thought frankly they'd be too busy, they're very big, were not going to get them for a smaller horror film, but both responded to the material."

Mark Johnson says: "To tell you the truth about Katie Holmes, we always thought of her as the perfect person to play Kim, but - I probably shouldn't reveal this - but I never thought we'd get her. And then we said, alright we'll never know until you try, and low and behold, she really liked Troy Nixley's short film Latchkey's Lament and she agreed to a meeting, so Troy Nixley and I met with her at the Beverley Hills Hotel and we had a wonderful lunch and then we found out she wanted to do it."

Mark Johnson says he'd heard about Bailee Madison from Natalie Portman. "She said, 'You know, you should really see this girl Bailee Madison'. And she's a remarkable girl - really remarkable. She is an actress but she doesn't feel like an actress, you know, she feels like she's just being."

Guillermo del Toro says that Bailee Madison was Heaven sent; "Because every child actor is Heaven sent, they are rare, and they are rare to find in a state that is not full of mannerisms - that they are really an instinctive actress, and Bailee Madison is an instinctive actor. And to see them together and know that they were all our first choices, both Troy and I, it's a miracle, its great."

Destination
With the project ready to go, securing a location from the myriad of possibilities was a priority in getting the production into pre as quickly and efficiently as possible.

Budapest had been considered, but happily Melbourne, Australia, offered the right combination of exterior locations, studio facilities, postproduction and visual effects studios, cast, crew and generous support from local industry and government.

Design
Roger Ford was engaged as the production designer and Troy Nixey immediately set about creating a library of images as "building blocks" for how the film was going to look.

The creation of a specific colour palette was paramount for Troy Nixey who wanted to create a "warm and inviting home" instead of a typical horror-movie house where "you step through the front door and know something scary is going to happen."

Adding to this, he wanted Katie Holmes' character Kim to be in harmony with the colour scheme. "So I used warm autumn colours for the home, and in Katie Holmes's wardrobe, so she immediately felt comfortable visually in this house."

By contrast, the Guy Pearce character of Alex is dressed in the palette designed for scenes filmed outside the house: Cool and grey. In this way Alex appears "slightly out of place" in the house.

Renowned costume designer Wendy Chuck was engaged to work on the film and worked closely with Troy Nixey to realise his vision. Her department spent much time working with Troy Nixey's colour palette, hand-dying garments to achieve the exact hue.

Troy Nixey explains: "The idea of this is that outside is actually the safe place, but it's a little cold, austere. We shot with grey skies, so it kind of forced the audience to make them want to go inside to this warm and inviting house, where of course you have the evils that happen there. It's a tiny little thing, an idea, but it actually works quite strongly."

Troy Nixey then styled nine-year-old Bailee Madison's character Sally so that "she didn't really quite fit in whether she was inside or outside… kind of plopped down into this alien environment."

For this purpose, elements of the house were designed larger than normal. "Sally looked and felt even smaller than she would in a normal home as she wanders along these long hallways, and in this big bed, just making her smaller and smaller in the environment."

The house itself was found on location about one hour north of the city of Melbourne. However, Roger Ford and his design team transformed the existing building from a 1930s mock Tudor residence, to a Victorian mansion built in the late 1800s.

Roger Ford said, "This house is supposedly in Providence, Rhode Island. It's a big house outside the town with lots of grounds around it… We didn't want to make it too creepy; we didn't want the traditional haunted treatment, gothic house."

Roger Ford explained that, for the purpose of the film, the house is supposed to be very beautiful. "The story being, of course, that a modern-day family have bought this house and have restored it not knowing that it has this murky history." Roger Ford then adds with his rye humour: "Of course they'll soon find out which is what the movie's all about!"

Gothic touches used to authenticate the house include stained glass windows, gargoyle figures, and an unusual front door supposedly designed by the original owner Emerson Blackwood, played in the film by Garry McDonald.

Roger Ford says, "This man, Emerson Blackwood, was a naturalist and an artist. He painted wildlife, studied nature, and he'd become quite a famous painter before his demise, so the front doors we had a bit of fun with. In fact 'he' has designed them with a tree motif and the stained glass goes into all the autumn leaf colors, in this case mostly maple."

The vast grounds at the house were reworked by the production design team. This included the garden beds, lake and an unusual private pond, hidden in the centre of an enclosed, circular hedge.

When Roger Ford discovered the exquisite pond he ordered the construction of a large fishpond and imported 20 Japanese Koi fish from Western Australia specifically to create a setting for an intimate scene between Kim and the young Sally.

Meanwhile, the interior of the house took about 14 weeks to build across two sound stages at the Melbourne Central City Studios. The sets represent the mansion restored to the Victorian era and were abundantly designed and dressed featuring antique furniture, gothic artwork, tapestries, Persian carpets, stuffed animal heads, deer antlers and extensive wood panelling and intricate wood carvings throughout.

An adjunct to the house interior was the set known as The Basement; A cavernous room discovered by Sally in the early stages of the film, and the place from which the creatures are initially released.

The Basement was a favourite set amongst cast and crew although it was noted on many occasions that the mood became dark and tensions heightened whenever the crew were working in the space.

Troy Nixey talks about the set:
"Ah, The Basement, that's definitely me. These old creepy brick places I love and adore… This deep place, where you almost go down to, its almost like a dungeon, a dark cellar, we raised the stairs so you really feel like you're coming down into something, dark corners where creatures hide, you catch glimpses of things, this giant ash pit fireplace right smack in the wall is the feature. This thing that is obviously much more ancient than the home, the idea that Blackwood built this house around this ancient place, that he was almost drawn to it. And this is reflected in the design of it, it's almost like an open mouth if you look at it closely, there are ruins and carvings in the bricks, and cobwebs hanging off everything."

Katie Holmes concurs: "Walking into the basement for the first time was appropriately creepy. It is meant to be an uncomfortable space and I think they more than achieved that in the production design... You think 'Wow, nobody's been in here for a long time and it needs a good cleaning' so it's very well done."

Guillermo del Toro says: "There is a well thought out sense of design because everything about the character of Emerson Blackwood is a nature lover, but at the same time he dissects animals, and has paintings of animal violence, and skulls, and it's a guy who little by little descends into a world he didn't suspect existed, which is this world of ancient, hungry entities, that he discovers and starts drawing."

The Creatures
In the early stages of the creature design, Troy Nixey and Guillermo del Toro worked with Chad Zar and Keith Thompson on concepts for the creatures, referred to in a collective as homunculi. "At the beginning there was a discussion, are they going to be like gremlins? No, there's nothing humorous in their motivations," explains Troy Nixey.

The development process involved "spit balling ideas around" and took a little over a week to come up with the final designs. A maquette was created to scale and with the desired colour and texture.

Troy Nixey says, "We knew we wanted them to be small, we wanted to have some inkling or some nod to the original version, and make them as scary as possible, these ancient, old, wrinkly little things. It was back and forth with ideas here and there until we came up with something we were all happy with, and we hope, scares another generation of kids."

A decision was made early on that the creatures would be represented only digitally in the finished film, and not in any kind of puppet form as had featured in Guillermo del Toro's pervious work.

Bringing the creatures from concept into a physical reality and then to digital form was the responsibility of visual effect producer Scott Shapiro who came on board the film in the early days of pre-production.

"Once Miramax had approved the maquette we went through different design cycles with a company called Spectral Motion in Los Angeles," explains Scott Shapiro. "A back and forth process between Troy Nixley and Guillermo del Toro and the producers took place basically figuring out what their design attributes would be. Then the artist sculpted these in clay."

Once the clay was approved it was sent to a company called Gentle Giant in Los Angeles where a very high-resolution cyber scan was carried out. "The scan picks up all details in the model, all the intricacies of the design, all the way down to the pore structure that was in the sculpture."

Scott Shapiro explains: "What you end up with is a 3D head, it's a very dense model… it's that fingerprint of what this sculpture is, and from that we create a lower res model that's lighter weight that the finishing company, Iloura, can use. And from that comes our 3D model."

There were eight main homunculi, each personalised by the filmmakers with names and characteristics. The first one was aptly titled The One We Have - because in the early stages of pre-production, it was literally the only one they had to work with…

The others include Jawbone, who has a misshapen jaw. "Troy Nixley liked the idea of a war veteran who had come back, and potentially Jawbone had his jaw set on the field and not in hospital, so yes it's set badly, it's horribly misaligne," explains Scott Shapiro.

"We have Growth who has a horrible cauliflower growth on part of his head. We have Dent who fell out of his crib at a young age and has a dent in his head, we have Blackwood who is based on the actor who plays the role of Blackwood, and of all our homunculi, he's the one who looks the most like someone we would recognise in the movie. And we have Digit who plays his son."

Troy Nixey's inspiration was informed by numerous sources and he says, "There'll be a lot of animal and nature influence to their movement in the way they attack en masse." His research also included footage from the black and white 1967 documentary Titicut Follies about the treatment of patients at Bridgewater State Hospital for the criminally insane.

Troy Nixey said he was "looking at people who have mental problems and the mannerisms and tics they have, and adding that as well, so when (the homunculi) come up off all fours, and onto two legs, its going to be full on, its going to be very unnerving."

Tone
From the early days, Guillermo del Toro was adamant that the creatures would eventually be revealed in the film, and not just a fleeting suggestion of something evil passing in the dark.

He explains: "There is one aspect of me that is absolutely in love with what I call the Monster Movie. And in a monster movie, you want to see the creatures, and I think you can have ambiguity for awhile in the movie, but after awhile you've got to show the creatures."

That said, the creatures are secondary to what the filmmakers understand is the main driver of the story: the family relationships. Guillermo del Toro believes that "the basis of all drama is family" - or friendship, he says: "you can call it this, you can call it that."

He says that the dynamic of the film should be similar to the Hitchcock movie, The Birds. "In that movie, essentially, one of the ways of seeing it, not necessarily the correct one, but the birds are fleshing out the tension in the family, the aggression in the family. I thought it would be a good idea to use the homunculi, the little guys to flesh out the tension in the family dynamic."

Guillermo del Toro says that the tension between the two female characters competing for the attention of the father comes to a point, "Where those creatures that are coming out of the inside of the girl and inside of the house, get out of control." They then act in a way that Sally would not want, consciously, for them to behave, he explains.

"But I think this movie, like any horror movie, deals with monsters that live in the unconscious, under the surface, so I think family dynamic is important for that."

Producer Mark Johnson says, "We've used the movie Jaws as a great yard stick for us, because Jaws is so well constructed that if you were to take the shark out of Jaws it would still work as a really good, entertaining, suspenseful film."

Principal Photography
Cinematographer Oliver Stapleton was quick to say yes when script came his way. "It just felt like the perfect thing to shoot, because it is a horror film in a certain way, but it's really a psychological drama."

He worked closely with Troy Nixey to realise his visual concepts in particular the gray exterior and warm interiors and the visual impact of light beaming through glass windows into the house and basement.

The film was also shot to look dark, with night-time being grey to black, and not the typical blue often seen in films.

Troy Nixey liked the idea of darkness creeping into the frame increasingly as the film progressed; a concept which Oliver Stapleton appreciated but said was hard to apply practically - so as not to obscure action on the edge of frame.

Oliver Stapleton said it was greatly advantageous to have Guillermo del Toro on set sporadically throughout the shoot and adds that Guillermo del Toro has "re-invented what you can expect from cinema".

"He has a great authority over the material, he understands the genre: its not the same as a drama, its not the same as an action movie - in a way he has created his own genre: The Guillermo del Toro movie.The shoot took place over 12 weeks, with about 15 shoot days on location and the remainder in the sound stages.

Australian casting director Christine King filled the remaining roles with a diverse line-up of seasoned actors including Garry McDonald, Julia Blake, and Jack Thompson. The filmmakers were impressed will the talent available locally.

Troy Nixey says: "They've been incredible... Jack Thompson, who's a legend here, he's fantastic, is just the nicest guy, and he will tell you stories endlessly. And he's walking through the office, and there's a Jack Thompson CD of poetry and Jack Thompson barbecue sauce... he's left his mark."

The shoot focused on the live action elements of the film, working in conjunction with Scott Shapiro and the visual effects team to make allowances for the CG creation scheduled to take place in post production.

To do this, the scenes with heavy cast / creature interaction were first constructed as previsualisation sequences prior to shooting - about ten sequences in total. EP Stephen Jones explains: "The pre-visualisation is a simple cartoon computer version of the scene that the director signs off on. The crew look at it, and work out how to shoot it."

The pre-vis is an efficient method to work out which set elements are needed and what the visual effects crew need to do on the shoot day. "So it's an integral relationship between costing and logistics as much as anything," explains Jones.

Scale versions of the creatures known as "stuffies" were used on set during the shoot to show the actors the creature positions and for Oliver Stapleton to ascertain the framing and how the light and shadows fell.

These scale versions could be manipulated into various positions and puppeteered on set, however they will be completely replaced in the finished film by computer generated creatures and visual effects.

Editor Jill Bilcock worked cutting together assemblies on location at the film studios throughout principal photography which the filmmakers could review as the shooting took place.

Jill Bilcock was considered a real jewel in the crown by the filmmakers, such is her remarkable eye for detail and her bright, affable personality.

Guillermo del Toro explained that an editor has to be "mindful of performance, be mindful of rhythm, be able to generate excitement through action and movement." He says that most editors have a particular strength in one area or another but that "Jill Bilcock has a fantastic eye for everything across the board."

Guillermo del Toro praised her: "Jill Bilcock is not only up to par with any editor I have ever worked with, she is superior to most editors I have ever met. She is truly in a class by herself. She should be declared a national treasure."