Well, no one can say the Walt Disney run with Miramax didn't go out with a bang.  The soon to be sold mini-major only has three films left on its current release schedule and the final picture made a huge impression on Comic-Con's Hall H audience Friday.

"Don't Be Afraid of the Dark," a remake of the television thriller from producer Guillermo Del Toro and director Troy Nixey, tells the story of a young girl (Bailee Madison) who moves into an old house with her father (Guy Pearce) and step-mother (Katie Holmes) that has an ancient ash pit and chimney in the basement.  When she makes the mistake of opening the pit, the things that live in there decide they want to take her down with them (seems they love children's teeth). 

Del Toro, who made a splash yesterday by announcing he's developing a reboot of "The Haunted Mansion" for Disney, described it as a "mixture of fairy tale and horror."

Before wowing the crowd with his considerable charisma and usual self-deprecation, Del Toro introduced the packed audience of 6,000 plus to a very impressive teaser trailer that has yet to hit theaters.  Beginning with a long segment of a black screen, the viewer is then suddenly treated to a familiar montage of scary images shown throughout the outlines of the film's title.  Just when you think it's over,  a short scene appears featuring Madison under a sheet on a bed lifting the cover over herself as she continues to move across the piece of furniture.  In a startling moment, a monstrous creature appears under the sheet with her.  And yes, the people in he hall let out a shriek and many jumped, startled at the edit.

While Holmes, Pearce and Madison were not present, Del Toro and Nixey spent a good half hour talking about the development of the feature (Nixey's first) and how the picture was a major creative influence on the "Pan's Labyrinth" filmmaker's  life.

"I saw it as a very young kid," Del Toro volunteers. "For many years, it was the scariest movie I saw. We used to taunt each other by saying "Sally, Sally."  I couldn't find anyone who saw it.  Finally we tracked down the rights to the picture and I was able to try and get it made." 

Del Toro and Matthew Robbins wrote the screenplay in 1997-98 but it was a long journey to the big screen as it took over a decade to find the right studio.  Del Toro wanted to right partner who would respect the original material and not change the ending. He notes, "I wanted to reinvent some of the story, but don't take out what made it work. It's hard hitting, it's scary, it's classical horror, but the ending hits you like a mother (expletive)."

It appears Disney/Miramax's hands off approach worked.  Designed to be PG-13 in language and splatter, Del Toro says the MPAA gave "Don't" an R-rating saying their decision was "not negotiable because of pervasive scariness."  Del Toro says they asked what they could do to get the film to a more commercially friendly PG-13 and the ratings body replied, "'Why ruin a perfectly scary movie?' We had the studio backing us up into going an R.  Horror has to have balls and those balls have to be sweaty and wrinkled. "

The Oscar winner also continued to increase his busy workload noting he hopes to get "Frankenstein" to theaters "as soon as possible" and that an announcement on a new horror TV anthology series could come within a few months.

The biggest treat of the panel, however, and a sign "Don't" could be the surprise hit in January, was an extended 7-8 minute prologue Del Toro showed from the beginning of the film. 

Set in 1918, the scene begins with a house maid cleaning up a room, perhaps a study when she hears a noise near a door.  Moving closer, she opens the door and the audiences sees that there is a hint of stairs on the other side going into a basement.  She looks on the ground and sees a tray of empty dishes and picks up the tray and takes it back into the study.  When she's about to close the door, she thinks she hears something and calls out for her boss, Mr. Black.  Continuing to hear his whispers and then a breaking of glass she grabs a lantern and soon finds herself walking down the stairs.  For a moment, we see a man in shadow watching her as she descends the steps.  Almost at the bottom, she trips over a metal bar and tumbles to the ground.  Mr. Black quickly walks over to the now groggy maid and flips her on her back straddling her.  As she comes to, he begins to apologize to her, saying it's the only way he can get back his boy.  She then sees what the audience sees, he's got a mallet and a hammer and his own teeth are missing. As she screams he takes both and slams the mallet into her mouth, breaking her teeth and killing her.  Soon he's picking up her teeth on the floor and putting them on a plate.  He walks over to the opening to an ash pit and we think we hear the sounds of a young boy saying "Daddy, daddy."  We also hear other voices from below in the pit saying "Give us teeth.  Give us teeth."  Mr Black puts the plate within the pit and sadly says "I know they aren't children's teeth like you wanted," but he's hoping they will do.  They do not.  In seconds, tens of dark creatures are crawling up the pit grabbing Black and pulling him into the darkness with no hope of survival. 

The scene was exquisitely handled and as Del Toro noted, if you're hoping for a  "shiver or a good old fashioned scare" this new thriller should make your must see list for 2011.

"Don't Be Afraid of the Dark" opens nationwide on Jan. 21, 2011.