Katie Holmes stars opposite Guy Pearce in Guillermo del Toro's Don't Be Afraid of the Dark, a remake of a 1973 TV movie of the same name, in theaters Friday. When preparing for the lead role in the film, Holmes found herself spooked by the script's scary material. "I was terrified just reading the script," she told Charlie Rose. "I kept hearing noises in our house, and I would wake up at three in the morning and I would think someone was there."

Despite the goosebumps the script gave her, Holmes could not say no to working with del Toro, who wrote and produced Dark before handing it off to director Troy Nixey. "When it comes to Guillermo, you say yes because it's Guillermo — let's be honest, he's incredible," she said of working with the Pan's Labyrinth mastermind. "I was very honored."

Watch the trailer for Don't Be Afraid of the Dark here:

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