He’s the Academy Award-nominated director who has captivated—and frightened—audiences with such memorable titles as Mimic, Hellboy and Pan’s Labyrinth. She’s an actress who’s perhaps best known to us as Tom Cruise’s better half, if not Joey Potter from the ‘90s cult phenom “Dawson’s Creek.” In 2011, Guillermo del Toro (as producer) and Katie Holmes unite with Don’t Be Afraid of the Dark, which follows Sally (Bailee Madison), a young girl who moves to Rhode Island to live with her father (Guy Pearce) and his new girlfriend (Holmes) in their 19^th century mansion. It’s not long before Sally begins to hear voices coming from the basement, voices belonging to ancient and malicious creatures that feast on the teeth of children. FAULT recently shared a conversation with Guillermo and Katie in New York City.

Interview by Kee Chang

FAULT: How are you feeling today?

Guillermo: I’m a little under the weather because of my back. Aleve has me a little dizzy, but I’m holding! I have this bulging disc. It sounds really sexy, I know.

FAULT: Let’s talk about the R rating that the MPAA gave this movie. It’s so under-the-skin creepy, but the R seems unwarranted.

Guillermo: Ideally, I would’ve loved it to be PG-13, but when you’re faced with the decision of preserving the movie with honor, you’d rather stay with the R.

FAULT: What did they want you to cut?

Guillermo: They wanted us to change the whole movie! We shot the movie carefully with no profanity, sex and all that. It’s not graphic at all. There’s not a single moment where you see anything gory. They thought it was just too intense, especially when there’s a child in the movie. But they also said something really nice, which was, ‘Why ruin a perfectly R-rated movie?’ I thought that was very nice coming from them. We wore it as a badge of honor.

FAULT: Katie, what attracted you to this project?

Katie: I was really excited to work with Guillermo, first and foremost. I loved the script; I was scared reading it. I really loved my character’s journey from resisting her relationship with Sally and then getting to a point where she could identify with her. I loved that emotional tension and turning it into a great emotional arc.

FAULT: Did you have fun playing opposite these hoards of little bastards?

Guillermo: Are you talking about the studio executives?

Katie: I’d seen what they would look like, so I had that in my mind, but I was working opposite pieces of tape. What’s great is that I wasn’t playing a character that was running from them; I was fighting them. The challenge was squatting them and punching them, making sure that you were doing it at the right time.

FAULT: How exhausting were the stunts to pull off?

Katie: Not bad at all! It was fun.

FAULT: Guillermo, did you ever consider keeping the audience in the dark about what the creatures actually look like?

Guillermo: Well, we do for the longest time, but the thing I loved most about the original were the creatures. It’s a poker game, all horror movies are. At a certain point, you have to show your hand because you can’t get away with bluffing the whole time. There’s a point where you go, “Four queens.” It was important to find the strongest point in which to make that reveal. I very clearly had the idea of having an “under-the-sheets” moment. I used to read books under the covers and thought, “What if she goes under the covers and it becomes this long journey?” If that’s not an effective reveal, I don’t know what is. That was the strongest reveal I could aspire to. Horror movies and comedies have the same exact dual with the audience where the audience goes, ‘Come on, motherfucker. Make me smile!’ You have to really methodically execute it. This is a spoiler, but just having Katie dragged down the chimney wouldn’t sell it. I thought of the idea of cracking her leg first because the audience goes, ‘No!’ and when she gets dragged, it’s secondary. It’s like playing chess with the audience where you try to disarm them. But some audiences will never be disarmed because they think, ‘I don’t like stupid comedies and I don’t like horror movies.’ That’s the type of audience that you’re never going to get. They’re always going to say, ‘There’s a lapse in logic.’ Yes, but there’s a lapse in logic in Frankenstein. There’s a lapse in logic in Dracula.

FAULT: What are some of the challenges or how different is your approach to working with young actors?

Katie: Bailee [Madison] is very gifted. She’s really good at what she does, so it was like working with an actor of any age. It’s thrilling and inspiring when you work with good people.

Guillermo: I think the term “child actor” is a mistake. They’re either actors or they aren’t, whatever their age happens to be. If a kid is a real actor, it’s a thrill.

FAULT: What sort of influence do you think horror movies have on society?

Guillermo: I think it’s a primordial thing. I’ve been quoted many times, for many years, talking about storytelling. I think it’s the primary function of being a higher human being. The thing that scares me is that we live in a reality TV world that debases everything to the most brutally and merciless materialistic level that’s really revolting. If that’s all we are, I want to get out of the show, frankly. What some people don’t realize is that we are spiritual beings because we think, we invent and we cipher the world in symbols in order to understand it and apprehend it. We have lost a lot of storytelling that holds mystery, the mystery of what it means to be a human being. There’s nothing that holds the mystery of being human more than fantasy, in it’s darkest or lightest aspects. Fantasy has the power of enshrining things because it remains unexplainable to us and remain above us. Storytelling has a hugely important spiritual function.

FAULT: What’s the function of female protagonists in the horror genre in your mind?

Guillermo: In the horror genre, if you go with the “scream queen” mentality, you create victims. But some of the greatest roles go to female actors in horror movies like Mia Farrow in Rosemary’s Baby, Nicole Kidman in The Others and Belén Rueda in The Orphanage. This genre can create some of the most powerful female characters for any actor. Reinforcing or creating victims, female characters that are just waiting to be rescued, seems almost immoral to me. In all of my films, even the most commercial ones, I carefully try to avoid creating weak female characters.

Katie: And not only are these strong female characters, you become so invested in these women. They’re so real and normal. Mia Farrow is moving into her apartment and it’s like you’re suddenly that person before the weird stuff starts happening. I looked at this script and wanted to find as many things that were human.

Guillermo: If you watch Ellen Burstyn in The Exorcist, what’s wonderful is that you substitute demonic possession with cancer and you would still play the same movie. It’s the anguish of a mother going to the doctor and asking, ‘How can I save my child?’ I think that’s when you find the greater horror movies. When you set it in a weird environment with weird people, it can only become a guilty pleasure for people like myself.

FAULT: What are your favorite movies?

Katie: Oh lord! That’s impossible.

Guillermo: When DVDs first came out, I made a solemn promise to my wife that I was only going to get my 10 favorite movies, but now I have 7,000. So, my favorite movies are 7,000. Instinctively, I would pick Frankenstein, Bride of Frankenstein, Charlie Chaplin’s City Lights, Taxi Driver, Blade Runner and Beauty and the Beast by Cocteau. I would say everything by Chaplin. It’s almost impossible to make this list. It’s a horrible dilemma. I’m going to regret these choices tomorrow, so I’ll call you back.

Katie: How about “favorite movie of the week”? This week, I’d say Notorious and It Happened One Night.

Guillermo: Notorious is a masterpiece.

FAULT: Katie, did you watch scary movies when you were younger?

Katie: I did! I was certainly affected by them. When I read this script, I was so terrified that I started hearing noises and held my daughter closer. I looked in the corners of my bedroom a couple of times, I did.

FAULT: How did the finished film measure up to your expectations?

Katie: It was really intense and scary. A lot of the time, I feel like I’m not as sophisticated as what the movie becomes. I always think it’s going to be something else, but it ends up being so much better. This was just really scary.

FAULT: Did you find time to explore Melbourne at all during production?

Katie: We loved Melbourne. The people in town were so lovely. They have the best donuts and meringue.

Guillermo: And great bookstores.

Katie: And bookstores! What was that one dessert called?

Guillermo: Pavlova. There’s 40 pounds of pavlova inside me right now. Katie’s evil! She eats more sweets than any other living person. She must have the “brundlefly” gene. She buys four and gives me three.