Guy Pearce is in final negotiations and Bailee Madison is set to star with Katie Holmes in "Don't Be Afraid of the Dark," Miramax's supernatural thriller being directed by Guillermo del Toro protege Troy Nixey. Del Toro is producing with Mark Johnson.

"Dark" is based on a 1973 ABC telefilm about a young girl who moves in with her father and his girlfriend and discovers they are sharing the house with demonic creatures.

Madison will play the girl, who discovers the creatures and is fascinated by them -- until they prove dangerous. Pearce will play the father, an author frustrated by his daughter's tales of monsters, not believing her even when his girlfriend (Holmes) backs her.

Del Toro and Matthew Robbins wrote the script.
The movie is set to begin production next month in Melbourne, Australia. (Del Toro is in New Zealand working on "The Hobbit.")

Madison ("Bridge to Terabithia") is beginning to make waves in the child-acting community. She next appears in Jim Sheridan's "Brothers" alongside Tobey Maguire, Jake Gyllenhaal and Natalie Portman. In the can and due for release next year are "An Invisible Sign of My Own," with Jessica Alba, and "Betty Anne Waters," with Hilary Swank. She is repped by Coast to Coast Talent, James/Levy Management and Lev Ginsburg.

Pearce, repped by CAA, Australia's Shanahan Management and David Weber, has a cameo in Kathryn Bigelow's "The Hurt Locker" and next appears in "The Road," Dimension's adaptation of a Cormac McCarthy novel.