For filmmaker Guillermo del Toro, remaking Don’t Be Afraid of the Dark was something of an obsession. He purchased remake rights more than a decade ago and co-wrote the first draft in 1998 with Matthew Robbins.

Del Toro smartly expands on the limited original (it ran 74 minutes total), adding a familiar del Toro plot element—the child in peril—in the form of Sally (Bailee Madison), a preternatural preteen, and making her the central character. Practically abandoned by her mother, Sally’s sent to stay with her architect father, Alex (Guy Pearce), and his new girlfriend, Kim (Katie Holmes), an interior decorator. Alex and Kim are currently remodeling the Blackwood estate, an “Old Dark House” once home to mysterious, possibly supernatural events.

Distracted by growing financial difficulties and an impending party for an architectural magazine, Alex consistently ignores Sally. Naturally defensive, Sally shrugs off Kim’s repeated attempts to develop a relationship. Lonely and alone, with only the elderly caretaker, Mr. Harris (Jack Thompson), and the elderly housekeeper, Mrs. Underhill (Julia Blake), Sally’s the perfect victim for the mansion’s subterranean inhabitants, variously described as fairies, gnomes, or quite possibly demons. The creatures use Sally’s loneliness against her, first whispering offers of friendship and when Sally begins to doubt their true intentions toward her, Alex and Kim, eventually becoming belligerent and violent.

In the original, the central character, also named Sally, was an adult. In her case, her husband disbelieved her bizarre stories. The male character, a product of pre-feminist thinking, saw his wife more as a prop to a conventional lifestyle than an active partner in a marriage and treated her accordingly. Switching Sally to a preteen increases her powerlessness. As a child in an adult world, she’s powerless to leave (exactly what the creatures want). That also creates a minor narrative problem: Sally’s inability to leave makes her a passive protagonist. Del Toro and his director, Troy Nixey, ultimately shift the focus to Kim, making Kim the active character that investigates Sally’s story.

Adding a third character also has another benefit: Familiarity with the original is no defense against the surprises del Toro and Nixey spring at audiences. Del Toro and Nixey wisely keep the diminutive, rodent-like creatures off-screen for the first 30-40 minutes. Once seen, the creatures lose some of their scare factor, but del Toro and Nixey stage a series of ever-escalating set pieces, each as or more suspenseful than the last. On pure scares, Don’t Be Afraid of the Dark amply delivers (it was rated “R,” not for violence or gore, but for “pervasive scariness”). And with a surprisingly nuanced performance by Bailee Madison (adult actors fair worse, due primarily to underwritten roles), equal parts vulnerable, naïve, and knowing, Don’t Be Afraid of the Dark has all the necessary components for a consistently compelling supernatural horror film.

Rating 4 out of 5.

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