After meeting Bailee Madison a few weeks ago, I have a hard time not rooting for her in the Troy Nixey-directed, Guillermo del Toro-produced Don't Be Afraid of the Dark. Her smile and cheerful demeanor are immediately infectious, a big difference from her quiet, brooding Sally in the film, which opens today.

The 12-year-old Madison was 9 when she landed the role, and already had an established resume. Still, Don't Be Afraid of the Dark was something entirely new for her. "[This was] my first scary movie, and it was also my first time having to be scared of something that wasn't even there," she said. "So it was definitely a big experience for me, and I learned a lot."

Hilariously, it wasn't the opportunity to stretch herself in a new genre that made Madison want the role -- it was the travel. "I was 9 years old at the time and I think it was, for me, personally, about the location," she said, grinning widely. "It was in Australia for four months, and I just wanted to go on the Virgin Australia airplane and go on the lay-down beds. That was really something I was so excited about."

In reality, she was sold on the role after she got the chance to see the 1973 original. Madison's neighbor saw the script sitting on her coffee table and brought over a copy of the made-for-TV movie, which she happened to have in her collection. "We watched it and I loved it," Madison recalled. "I thought it was really a cool movie. So when I read the script I was really excited that they'd turned [the main character] into a little girl."

The role also introduced Madison to another new Hollywood experience: acting against something that isn't there and won't be until visual effects are added. The monstrous critters that constantly plague Sally in Don't Be Afraid of the Dark are purely digital creations, meaning Madison had to work out how to interact with empty space like it's a real, and horribly frightening, thing.



"It's hard," she said. "You have to just block out the set and try to become the character. Feel it, and feel the emotions that are going on. The set was so realistic too, so when we were filming it did kind of feel real. When I finally got to the emotional stage that I wanted to be it became so real that I kind of spooked myself in a way."

Madison also had help from her family. There's one scene in the film in which Sally is attacked by the monsters while she's taking a bath. The little beasties are repelled by light, so part of the scene involved having the lights go out. Madison felt stress the night before the shoot over what would be expected of her, but her mother told her everything would be fine. It wasn't until later, though, that she really helped her daughter.

"I was taking a bath later that night and suddenly the lights went off for a split second," Madison said. "I knew that my mom did it, but my heart was beating so fast. So I tried to do that kind of stuff, but it was very, very new for me."

Del Toro also proved to be a big help for the young actress. The director of films like The Devil's Backbone and Pan's Labyrinth has a great deal of experience working with child actors, especially those who are to be put in difficult or frightening situations. His presence led to an important lesson for Madison.

"Before each scene, he kind of gave me the ability to get myself in the zone," she explained. "And when I was totally ready, I'd give him the thumbs up and Troy would go 'Action!' and we'd go into the scene. So I got to get myself in the zone and then do the scene. Which is something that I'll always use in my lifetime and I think it's a really amazing thing that he got to teach me, so I'm very grateful."

When it comes to deciding on which jobs to take, especially with more mature audience-oriented projects like this one, Madison works closely with her parents. "I don't do anything that's bad [or] not appropriate for my age," she explained. "I think that's really the most important thing. We can still pick roles that are sharp and that are different and that'll show different varieties of emotions, but yet still be [appropriate for] my age."

"It's very hard these days to find a sharp, edgy, fun kind of role that's okay for me to play. We turn down a ton of scripts because of some of the material, but we just know that there'll be the right script out there one day."

One of those "right" scripts did come along for Madison recently, the FX adaptation of Powers, the long-running comic by Brian Michael Bendis and Michael Avon Oeming. The comic itself is for a more adult audience, but the TV treatment will tone down the language somewhat, for obvious reasons. Madison plays Calista, and although she refused to say much about how her character's story unfolds, she did lay out a few of the broader strokes.

"I love Calista! When you first see her in the beginning of the show, there's already kind of a thought, like there's something different about her. She has a secret," Madison explained. "The truth is that she does, and we don't reveal it in the pilot."

"If the show does get picked up, there are some really fun things that my character is able to do. She's such a sweet girl, but in the same way she'll kick some butt if she needs to. She's kind of raising herself in a way and ... she's got such spunk, some kind of sarcastic energy, but in a cute way, in a fun way that's appropriate."

The young actress admitted she hadn't read the comic before she landed the role. "They handed me the comic book when I auditioned for it. I always make that mistake, if I audition for a book series or anything like that, I always make the mistake of reading it [and then I don't get it]," she said. "So I didn't touch the comic book, I left it in the back seat of the car and when I finally got the part, I ran down to the car and got the comic book and was like 'I'm in the comic book!' So that was super-exciting."

Madison couldn't read the comic book as-is due to the language, so she needed to bring in some expert, outside help to do her research. "My solution is I take a Sharpie marker, I give it to my brother and he just goes over all the bad words. That way I can still read it!"

Madison described her costume as having a "layered Chinese look," which she called "neat" because it makes her feel "separated from all of the other kids." She said the treatment is spot-on, though, a faithful adaptation that fans of the comic should appreciate.

"It is so true to the comic," she said. "It's like you're watching a comic book. Everybody looks the same [as they do on the page]. I had pitch-black bangs, I was wearing a wardrobe that you'd imagine her to have, and all the detailed sound and special effects are so realistic that I think when you see it, you're just going to want to hit pause so you can look at all the details."