Guillermo del Toro is a fascinating and imaginative filmmaker with a macabre aesthetic who loves to populate his films with mysterious creatures that exist only in a fantastical realm. His latest project, Don't Be Afraid of the Dark, which he co-wrote and produced, is inspired by a 1973 telefilm that he considers one of the scariest movies he ever saw as a kid. The remake follows Sally (Bailee Madison), a precocious young girl who moves to Rhode Island to live with her father (Guy Pearce) and his new girlfriend (Katie Holmes) in the 19th-century mansion they are restoring. When Sally stumbles upon the mansion's hidden basement, she unwittingly unleashes something so terrible that everyone's life is put in grave danger.

At a recent roundtable interview, we talked with del Toro and Holmes about the movie and their love of the horror genre. Del Toro told us what inspired him to use a younger protagonist in the remake, how he collaborated with director Troy Nixey on the film’s visual style, and why he thinks the idea of a tooth fairy is a very creepy concept. Holmes discussed what she did to prepare for her role, how her experience as a mother influenced the emotional arc of her character, and why she liked del Toro’s treatment of the female characters. They also updated us on what they have coming up next. Del Toro  is looking forward to helming the upcoming alien invasion flick, Pacific Rim, this Fall, while Holmes described her roles in The Son of No One, Jack and Jill, and Responsible Adults. Check out the interview after the jump.

Interviewer: What is it that you both love about watching horror films and watching people watch your horror films?

KATIE HOLMES: What I love about watching classic horror films is that they take you on a ride and they obviously make you scared because you’re so invested in the characters, you’re almost forgetting that oh my God, this is about to scare me. I find that usually when I watch something like that, I’m constantly thinking no, it’s not going to happen. This time when I watch it, they’re not going to do that and nothing bad is going to happen, and that’s great storytelling. What I love about watching people watch this movie is seeing them feel that way and having them have that release and relief and taking them on that journey. It’s exciting.

GUILLERMO DEL TORO: My norm for watching scary movies, what I love about it, is when they work and they scare me, which is not that often I’m afraid. The more you know the genre, your taste becomes a little more rarefied and you take a very particular route to the type of movies you like in the genre. But I still get scared. The last time I was scared -- I mean really, really scared -- was when I watched the original Ringu, the Japanese version of The Ring, and the moment Sadako comes out of the TV, I swear to God, I went into a panic. It was a DVD and I stopped it and said “No, no, I cannot watch this anymore. This is too much.” And then I finished watching it and one of the extras on the DVD was “Watch Sadako’s Complete DVD” and I started it and it says “Beware, if you watch it, she will show up” and I turned it off. So I still get creeped out but it’s rare. It’s very rare. What I like about showing them is when they work and people get scared or unsettled or moved, obviously it’s eliciting the emotion because it’s a form of communication. How do you know you told a good punch line, a good joke? It’s because they laugh. How do you know you’ve got a good scary punch line? It’s because they jump out of the seat or scream. So the best reward is one you can listen to.

Katie, this is one of your most powerful emotional performances and you’re like a lioness trying to protect Sally in this film. How much does being a mother influence your emotional arc here?

HOLMES: Well definitely being a mom changes your perspective on everything and what I loved about this script when I read it is, first of all, I love Guillermo and I was so honored and excited to work with him, and I was terrified when I read this script. I loved Kim because she went on the journey of no, I don’t want to be a mom, no, no, no, keep arm’s distance, arm’s distance, to forgetting all of that and just listening to the human being who’s in pain and who’s lonely and recognizing that and seeing herself in Sally and saying “I’m going to be there for you.” I think that is so admirable and heroic and so you really understand that building the choices from the beginning to the end, you really understand how she becomes that lioness. And yes, being a mother myself, I didn’t understand that feeling until I had my own and there’s just nothing you wouldn’t do. No bus is too big that you won’t jump in front of.

What did you do in terms of preparation for your character?

HOLMES: What was so exciting and rare about working on this movie is we had time to rehearse a little bit and just go through this script and all of us agree upon the tone and understand what our jobs were. Guillermo was there helping us and listening, and we were allowed to voice our ideas which makes you feel good because you’re contributing something. So it was a wonderful experience and I learned a lot. It was very inspiring and I loved it.

Did you do that climatic scene in the basement? Was that you?

HOLMES: Yeah, that was me.

DEL TORO: With a wire.

How do you think Guillermo treats the female characters?

HOLMES: Beautifully. I mean, he has created such strong female characters and an understanding of what the relationship between mother and daughter is and what that means. What was so important and what I remember we all talked about was making sure that these characters in this world worked without the creatures and that the emotional tension worked without the need for the genre part of the film. That was something that we all wanted to achieve. That was a good thing.

Guillermo, what is your story with teeth and tooth fairies? Did you have a bad dentist growing up?

DEL TORO: I just thought the tooth fairy was a very creepy concept as a kid. “Put your tooth under the pillow.” I was like “Why does someone want my teeth?” There was something old and creepy about it and I thought “Does she keep it and does she eat it?” That’s disgusting. I think damage to the eye or damage to the teeth is one of the most universally cringing things you can do in a movie and these are very fragile sounds. I always thought what if you took a myth of childhood like the tooth fairy and made it a central scary thing. We did it on Hellboy and we did it on this one.

Are there tooth fairies?

DEL TORO: I wouldn’t call them that. What it is, is ultimately there are fairies, but the fairies in the ancient notion of fairies, they are not positive and cute and twinkly. The notion originally in Welsh mythology and Anglo-Saxon mythology is it’s pagan mythology. In pagan mythology, they are really ill tempered, nasty, mischievous characters. After Judeo-Christian mythology came into the north of Europe, they even said in the war between God and the Devil, the fairy folk remained neutral and they said we’re not going to take one side or the other. So they are not good and they are not evil. They can be incredibly nasty or they can be incredibly benign. It’s a really interesting mythology when you dig into it.

Could you talk about the importance of having a sense of humor in horror films and how that provides relief and allows us to breathe and makes the horror film so much better? Why do we need that as audiences?

DEL TORO: There’s a scene with a tablecloth. Troy (Nixey) is the one that wanted to make it humorous. I thought he was completely wrong, but he went with that and I think he is completely right in retrospect because in the original movie that scene is really dramatic, but now in 2011, there is no possibility of removing the funny edge of that scene anymore so he went for it and I think it was the right instinct. The only joke I got into the movie that was not there was the apple pie joke at the end. I think when the joke comes from the situation in a horror film, it’s really great. I don’t like jokey horror films like where people are cracking a joke or being post-modern about it. When the situation is like you elbow someone and laugh, it’s fantastic because it comes out of the tension. So the nervous laughter is really great or where characters make really horrible mistakes that the audience recognizes. That’s really great.

Can you talk about how you collaborated with Troy on the visual design of the movie?

DEL TORO: Visually, the design part of the movie, he very much ran with it. And, as I said, there are choices that my directors make, such as Julia’s Eyes or The Orphanage or this where I don’t agree with the choice, but I say that’s his choice and I respect it. I would have done a different house. I would have used a different wardrobe. A lot of the stuff I would have done differently, but a lot of the stuff I would have done the same.

Do you discuss the scenes with them?

DEL TORO: Yes, you do. But, at the end of the day, in the visual design, I gave him the leeway to go in that direction. One of the things that I try not to get involved with people or projects that are that different from what I do. There’s a little variation. So I end up it’s not so much that I imposed an imprint as it is that we share the same type of obsessions and influences and so on.

Do you agree with the ‘R’ rating?

DEL TORO: I didn’t agree until yesterday. Then I thought they were right because it has some really intense moments. When we were making it, I saw it more naturally as this was PG-13. Now it’s still a double standard because a lot of big studio movies that are far more pervasively scary and disturbing morally get a PG-13. I think this movie is a scare machine that ultimately is an inoffensive scare machine, but the opening scene is pretty extreme. We don’t show anything but dear Lord it’s brutal seeing it the first time. I haven’t seen the movie in 6 or 7 months but after seeing it now I can see the MPAA point of view.

In the original movie, Sally’s character was older. What was the decision to make her a little girl? You used a little girl in Pan’s Labyrinth too. Is the idea of little girls being scared something that you like to explore?

DEL TORO: I actually wrote this before Pan’s and I think it’s the opposite. I found in the original the Kim Darby character was an exasperatingly passive character. I thought she was almost pathological about being a grown woman and not being able to do anything about her situation. I found that ridiculous and especially impossible in 2011 unless the story is about an abused woman which I didn’t have any interest in doing. I thought it was really interesting to create a situation that was already off balance before the creatures show up and I thought the best way to make the character trapped in a place is a kid. A kid stays with his or her parents no matter what’s going on. If at age 10 I say there are monsters in the basement and they don’t believe it, I would have stayed in that house. My father would have said “Shut up and get to your room.” So I thought the only sanctioned tyranny in the world is parenthood and everybody goes “Yeah.” It’s a dictatorship – parenthood.

Are you the same? Are you a tyrant too?

DEL TORO: No, I try to not be. The great formula about parenthood is you will fuck up in ways you can’t imagine. Anything that you are doing right, it covers your ass until they tell you, “You know what you did wrong? This!” And you go, “Holy shit!” My father, if you ask him, he would tell you he’s a fantastic father. Now, I will tell you, he made this mistake… You can only be a good father in relationship to your childhood. “Oh this is where my father didn’t cover his [ass]…” and you cover that base but you are bound to fail at some point because kids define themselves by opposition. At some point, in order to gain his identity, the kid goes “I’m not my dad” or “I’m not my mom.” It’s part of the process.

Katie, does Suri come on set to see what you’re working on and does she understand what it’s about?

HOLMES: She does come on the set. Obviously, I bring her when it’s lighter days. There’s no need to scare her. But she knows it’s acting and we have fun. It was so nice on this movie because we shot in a studio so there was an extra room that kind of served as the playroom for arts and crafts. I love having her there.

Bailee said she hung out with her. Was it cool to have another little girl on the set?

HOLMES: It was really nice.

Do you think she’ll follow in your footsteps?

HOLMES: I think she’ll do whatever she wants. She’s capable of so many things.

What’s the scariest thing you let her watch on television or take her to see?

HOLMES: We don’t watch a lot of television. We do a lot of musicals and Disney movies so we’re still in princess mode. I love taking my little girl out for an ice cream.

Katie, you have several upcoming films including The Son of No One, Jack and Jill with Adam Sandler, and Responsible Adults with Chace Crawford. Can you talk about your character in each of those briefly?

HOLMES: Yes, in The Son of No One, I play the wife of Channing Tatum. He’s a cop and we live in New Jersey and I’m the mother of a little girl who’s got epilepsy and my husband is never home. It’s a drama and a stressed out situation. And then, Jack and Jill is completely different. In that movie, I’m the peacekeeper between the two twins and settling down the husband and being kind to the sister who is crazy. I haven’t done Responsible Adults yet. It’s a comedy about this girl who babysat this boy and then she went to college and became a doctor and he grew up and then they meet again and he still has the crush. She’s still trying to figure out life and it’s a charming, character driven story.

Guillermo, can you talk about your next directing project, Pacific Rim?

DEL TORO: Yes, I really look forward to it because this is the biggest movie I’ve done by far. But it’s also one of those movies that is set to have fun. It’s a big challenge.

Is it a special effects movie?

DEL TORO: Oh yes, big time.

If you were going to impress a girl, would you take her to a scary movie? Is a scary movie a good choice to take someone to if you’re out on a date?

DEL TORO: I can answer from experience that it is not.

What scares you in real life?

HOLMES: Raccoons scare me.

DEL TORO: They’re so cute.

HOLMES: I saw one in our backyard and I was like “I just saw a raccoon. Is that normal?”

DEL TORO: They’re really nasty. I’ve been chased by a raccoon. One day I was crossing a little alley in Toronto to go see Trainspotting and I was in the alley and out of the dumpster come five raccoons and they went after me. I don’t run well so…

Katie, what’s your favorite scary movie?

HOLMES: My favorite scary movie is Don’t Be Afraid of the Dark.

Don’t Be Afraid of the Dark opens in theaters this weekend.