Katie Holmes and Guillermo del Toro Try to Spook You

Guillermo del Toro is an expert at trying to scare you. Or, as he tells us, trying to play chess with the audience of his movie.

Even Katie Holmes, the star of his latest horror flick, "Don't Be Afraid of the Dark," finds such a match a bit disturbing.

"[He does] an amazing job with creating these characters," she tells NextMovie. "You have Sally (the little girl, played by Bailee Madison) going through her own personal turmoil and then to have these little creatures... Ugh! It's just horrible."

Being a kid on such a terrifying set isn't nearly as bad, del Toro says, recalling the girl who played the lead in "Pan's Labyrinth" confessing that shooting the film was fun, but watching it was scary.

"Don't Be Afraid of the Dark" creeps into theaters this weekend.