Don't Be Afraid of the Dark is a 2010 American-Australian-Mexican dark fantasy horror film written by Matthew Robbins and Guillermo del Toro, directed by comic book artist Troy Nixey and filmed at the Drusilla Mansion in Mount Macedon, Victoria and Melbourne, Australia. The film stars Katie Holmes, Guy Pearce, and Bailee Madison, as a family moving into a 19th-century Rhode Island mansion, where the withdrawn daughter (Madison) begins to witness malevolent creatures that emerge from a sealed ash pit in the basement of the house. It is a remake of the 1973 ABC made-for-television horror film of the same name.