Guillermo del Toro has always had a soft spot for the whimsical and the grotesque—like if Tim Burton actually read a book once in a while. In Don’t Be Afraid of the Dark (2010), del Toro trades his usual giant monsters and baroque ghosts for something smaller, toothier, and just as likely to ruin your home renovation project. Directed by Troy Nixey and starring Katie Holmes, Guy Pearce, and Bailee Madison, the film is an atmospheric, gorgeously crafted love letter to old-school Gothic horror—if your idea of “love” includes whispering rat-goblins trying to rip out your molars while you sleep.
🏚️ “Home Improvement: Now With More Murder”
The film opens in a 19th-century Rhode Island manor, because of course it does—nothing horrifying ever happens in a modern duplex. Lord Emerson Blackwood, an artist with a questionable moral compass and an even worse dental plan, murders his housekeeper, yanks out her teeth, and offers them to a hole in the basement. The creatures reject this—apparently, they’re picky eaters—and drag him screaming into the ash pit.
It’s a bold way to start a movie, and one that sets the tone immediately: yes, there are monsters, yes, they live in your floor, and no, they don’t take dental insurance.
Flash forward to the present. Alex (Guy Pearce) and his girlfriend Kim (Katie Holmes) are fixing up Blackwood Manor, because no one in horror movies has ever once heard the phrase “condemn it.” They’ve also brought along Alex’s daughter Sally (Bailee Madison), a sad-eyed, pill-popping eight-year-old who looks like she wandered in from The Others. Sally’s mother, we learn, has pawned her off like an unwanted cat, so naturally she begins whispering to the creepy voices in the basement.
Kids, am I right? Give them an iPad and a juice box and they’ll ignore you; give them a cursed fireplace and they’ll unleash an army of homicidal fairies.
🧚 “Tooth Fairies From Hell”
The film’s monsters—del Toro’s real children, probably—are brilliantly designed little horrors: somewhere between gnomes, rats, and that one art teacher who always smelled faintly of formaldehyde. They live in the walls, feed on children’s teeth, and whisper encouragements to Sally like demonic life coaches.
“Come play with us, Sally,” they coo, as if that ever worked out well for anyone.
It’s a clever twist on the tooth fairy myth, that benign bedtime fantasy we all grew up with. Don’t Be Afraid of the Darksuggests that instead of benevolent sprites, it’s actually a race of ancient gremlins using our baby teeth to maintain their creepy subterranean lifestyle. Honestly, it’s impressive—turning dental hygiene into existential dread takes skill.
💄 “The Stepmonster Who Actually Tries”
Katie Holmes plays Kim, the kind of stepmom horror movies usually set up as a villain but Don’t Be Afraid of the Darktreats as an underappreciated MVP. She’s stylish, kind, and just trying to make this blended family thing work while dodging whispers from the basement and a boyfriend too busy sanding antique wood to notice the shrieking child ghosts.
Holmes sells every moment of Kim’s unraveling, walking that perfect line between skepticism and full-blown panic. It’s a refreshing performance for a genre that often hands women nothing to do but scream and fall down stairs. Here, she screams, fights off tooth demons, and still manages to look great in a turtleneck.
Guy Pearce, meanwhile, plays Alex with the detached energy of a man who believes emotional neglect is an acceptable parenting strategy. Every time Sally reports another supernatural attack, he blames her instead of the literal claw marks in the wallpaper. If there were an Oscar for “Most Oblivious Father in a Haunted House,” Pearce would win in a landslide.
And then there’s Bailee Madison as Sally—the kind of precocious child actor who can stare into the void and make you feel sorry for the void. She’s the emotional anchor of the film, juggling terror, grief, and childhood trauma like a pint-sized Meryl Streep. By the end, you’re half-convinced she deserves her own horror franchise: Sally vs. The Demons: The Therapy Sessions.
🕯️ “Atmosphere So Thick You Could Spread It on Toast”
Visually, Don’t Be Afraid of the Dark is a feast for anyone who enjoys their horror served with a side of antique furniture and despair. The mansion itself feels like a living organism—full of shadowy hallways, cold fireplaces, and probably several health code violations.
Cinematographer Tak Fujimoto drenches the film in a palette of greys, browns, and that specific shade of green that screams “this place has seen murder.” Even the sunlight feels haunted, filtering through dusty windows like it’s afraid of what it might find.
And, of course, del Toro’s fingerprints are everywhere: the ornate production design, the blend of fairy tale and nightmare, and the lingering sense that even the monsters have tragic backstories. You half expect one of the gremlins to pause mid-murder and deliver a heartfelt monologue about lost love.
🔦 “A Light in the Darkness (Literally)”
If there’s one rule Don’t Be Afraid of the Dark enforces with religious zeal, it’s this: always carry a flashlight. The creatures hate light almost as much as critics hate jump scares. Sally learns this quickly, turning her camera flash into a weapon like a tiny paparazzo from hell.
There’s a delicious irony to the idea that enlightenment—literal illumination—is the only way to survive these monsters. It’s practically a metaphor: ignorance breeds darkness, curiosity burns it away. Or maybe it’s just an excuse for more strobe lighting. Either way, it works.
🪞 “Tooth and Consequence”
Of course, it wouldn’t be a del Toro horror film without tragedy, and Don’t Be Afraid of the Dark delivers it in spades. The final act sees Kim sacrificing herself to save Sally, proving that the true terror isn’t the monsters in the basement—it’s dating a man who won’t notice your broken legs while you’re being dragged into a demonic fireplace.
But the ending is pure Gothic poetry. Kim’s transformation into one of the creatures gives the film a morbid fairy tale symmetry: the protector becomes the thing she feared, yet still retains her humanity enough to whisper, “We have all the time in the world.”
It’s haunting, sad, and just a little bit absurd—like Beauty and the Beast if Beast was three inches tall and lived in your chimney.
🧠 “Smart Enough to Know It’s Silly”
What makes Don’t Be Afraid of the Dark such an enjoyable experience is that it’s fully aware of its own ridiculousness. It doesn’t lean on cheap shocks; it builds dread through craftsmanship. And it never forgets that horror can be both terrifying and funny in the same breath.
Yes, the creatures look like angry walnuts. Yes, the adults make decisions that would embarrass a Scooby-Doo villain. But beneath the absurdity is a real emotional core: a story about loneliness, parental neglect, and the monsters that thrive in both darkness and silence.
🦷 Final Verdict: 4 Out of 5 Baby Teeth
Don’t Be Afraid of the Dark is Gothic horror done right—a film that combines del Toro’s lush aesthetic with an old-fashioned sense of dread, and sprinkles in just enough dark humor to make it bite. It’s spooky, stylish, and smarter than it has any right to be.
So the next time you hear whispers coming from your basement, remember: it’s not your imagination—it’s your dental plan calling. And it wants your molars.
