[3] 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Katie Holmes, Guy Pearce, and Bailee Madison, as a family moving into a 19th-century Rhode Island mansion, where the withdrawn daughter begins to witness malevolent creatures that emerge from a sealed ash pit in the basement of the house.

In the present day, 8-year-old Sally Hurst arrives in Rhode Island to live with her father Alex and his girlfriend Kim; both are restoring Blackwood Manor to put it on the market for their client.

Sally is depressed due to her mother forcefully putting her in Alex's care and giving her copious amounts of Adderall.

Kim visits Harris in the hospital, who tells her to find the unpublished artwork of Lord Blackwood in the local library.

Additionally, Grant Piro, Dylan Young, Guillermo del Toro, Todd MacDonald, and Angus Smallwood provide the voices for the creatures.

[5] Del Toro has attributed the idea of giving the creatures in the film a fairy origin to the work of the writer Arthur Machen, saying in an interview, "I love the Welsh author Arthur Machen and his idea that fairy lore comes from a dark place, that it’s derived from little, pre-human creatures who are really, really nasty vermin but are magical in a way, living as they do for hundreds of years.

[citation needed] Del Toro said his work was also an influence on Pan's Labyrinth (2006) and Hellboy II: The Golden Army (2008), both of which also feature fairy creatures.

[citation needed] This picture, which was developed with Miramax in the wake of the division's closure and sale, was released by FilmDistrict and was rated R despite filmmaker ambitions to the contrary.

[7] Del Toro has stated, "We originally thought we could shoot it as PG-13 without compromising the scares ... And then the MPAA came back and gave us a badge of honor.

[12] It was released on DVD and Blu-ray on January 3, 2012 in the US by Sony Pictures Home Entertainment and February 20, 2012 in the UK by StudioCanal.

The website's critical consensus states, "While it's pleasantly atmospheric and initially quite scary, Don't Be Afraid of the Dark ultimately fails to deliver the skin-crawling chills of the original".