movie trailer ( - quicktime)

The movie begins with a narative about an old lady refered to as Tooth Fairy because she gave away treats in exchange for children's baby teeth.

The children all loved her, *until* there was a fire which badly burned her. It scarred her face badly, and because of the scars, she could no longer go out in the light, and when she went out in the dark, she wore a porcelain mask so no one could see the scars. Townspeople didn't seem to mind until a couple of kids went missing. They strung her up. Just before though, she put a curse on the entire town. The kids turn up okay, she hadn't killed anyone. Her ghost has been haunting them ever since.

The Tooth Fairy appears when kids lose their last baby teeth and kills them in the dark.

Young Kyle survives one of these, but the ghost kills his mom.

12 years later:
Kyle (Chaney Kley), who's spent much of his life in a mental hospital, returns to town to help the younger brother of his former girlfriend, Caitlin (Emma Caulfield of Buffy the Vampire Slayer). The Tooth Fairy is after the boy.

NOTE: This part of the spoiler was sent in by Babee Girl who says... "I got there half an hour in, but that's when it really started to pick up!"

We come in on a woman named Caitlin who is phoning her childhood friend, Kyle, to ask him for his assistance in helping her find out how to stop her younger brother, Michael's, night terrors.

Catie asks Kyle how he got over his terrors, camera pans over a wall in Kyle's apartment that has eerie pictures of a scary looking woman, then Michael quickly answers in a low tone: "I didn't". ::meaning he still fears the woman they call the tooth fairy:: Catie asks Kyle if he could come back to Darkness Falls to help her with her brother Michael, he declines and hangs up.

Pan to Kyle on a train, headed to Darkness Falls to help Catie, and Michael.

In the hospital, we find Michael crouched down on the floor hiding from something.

Michael sees Kyle and is afraid for some reason; Kyle must state that he comes in peace and that he is not going to hurt Michael. Kyle then gives Michael a flashlight, which Michael is probably going to use incessantly, now. Catie comes in shocked that he actually showed up.

A man is with Catie, he looks like he is a smug man, that thinks he is better than everyone else, so he takes Kyle out for drinks. While out, they decide to go to the local pub, where one man accuses Kyle of killing his mother (he didn't!) the man then pushes Kyle and dares him to hit back... Kyle doesn't. Kyle goes outside on the porch where there is light, thankfully, to smoke a cig. while standing there, he hears a noise, this puts him on edge immediately he looks around all cautiously, and out of nowhere, jumps this guy that pushed him before. He leaps on Kyle's back and they roll down hill where the man proceeds to repeatedly punch Kyle in the face while pinning him down. While Kyle is lying on his back, getting the crap kicked out of him, he sees something moving in the trees... Kyle regains strength and throws the man on his back and proceeds to beat him up, then takes the flashlight that had fallen out of his pocket and runs, knowing she's there. In a quick second, the drunken man that was telling Kyle to run and claiming that the woods they were in, belonged to him...was swooped up by a mysterious black creature, that closely resembled Voldemort in a black cape from the first Harry Potter film.

Kyle heads back to the hospital where he finds Catie watching over her sleeping brother, and sits down next to her. No more than 4 minutes later, cops roll in and say "Kyle Walsh, you're gonna have to come with us." It turns out that whatever swooped up the drunkard, killed him, and since Kyle was the last one to see him alive, they think he did it. Kyle looks at photos of the late drunkard and has a flash back of a woman looking that same way, killed in the same manor with the same marks on her, and everything, which we soon find out is his mother.

They lock up Kyle overnight and in the morning they say he is free on bail. We find that the same smug man is the one that bailed him out. The first place they go, is the sporting goods store, where Kyle picks up about 15 flashlights, the man at the store tries selling Kyle a pistol, the smug guy (I forgot his name, so lets call him "smuggy") tells him no. The guy at the store carelessly leaves the key in the glass case where the gun is kept, and Kyle steals it. After purchasing the flashlights and taking the gun, smuggy is supposed to drive Kyle back to the hospital, Instead, smuggy says that he has to protect Catie from him, so he takes him out of Darkness Falls. Kyle, who is not wearing his seatbelt, takes out the gun, points it at smuggy's head, and tells him that he must take him back to the hospital. A dark figure swoops across the windshield which blocks smuggys vision and makes him stop short...very short, and sends Kyle launching through the windshield, where he is safe in the headlights of the car. unfortunately smuggy is not so safe, he attempts to get out of the car, and is attacked by the tooth fairy, who carries him up into the trees, crying like a little girl screaming help.

Once the tooth fairy (whose real name is Matilda) is through with smuggy, she drops him...he is dead.

Kyle phones ahead to the hospital where he begs and pleads to speak with Catie...his last words before he hangs up are: "Tell them not to put Michael in the dark!" The secretary at the hospital is so freaked out, she calls the cops. We find them about to give Michael a cat scan which involves putting him on a little conveyer belt, into total darkness. Kyle gets there just as Michael's eyes are still in the light, and demands that they take him out. They do so, and he is safe. Once again the cops roll in and take Kyle away who angrily barks "Don't let them put him in the dark!!" Kyle once again must go to jail. Catie is also called in to be questioned. Michael is left alone with one lightbulb shining on his face, unfortunately, he moves in a certain position where his arm is hanging off the bed and -- Pan to Catie walking down the hall in the hospital, which at night is really quite eerie, hears someone pounding on a door repeating "Michael? Michael are you in there?" Catie breaks into run, knowing immediately that her little brother is in trouble.

We get to a locked door and Catie picks up a fire extinguisher and breaks the lock with it. We see Michael sitting behind a curtain, and there is blood on the curtain, when she picks up Michael she finds a deep gouge from Matilda on his left forearm/wrist.

Back at the prison, Kyle is being made fun of by police because he is afraid of the dark. Matilda shuts down the power, which cuts the lights so she can take some victims. The first to go, is the guy that keeps telling Kyle to shut up, when he repeatedly tells him to stay in the light. With this, Kyle is able to retrieve keys from the guard nearby who is deceased. Kyle takes the keys and frees himself from the cage he is in. he grabs the flashlight on the table, and runs for it.

Back at the hospital, lights are out there too. Catie and Michael both have flashlights. They hide under the bed for a form of protection, while in hiding, the see Matilda's black cloak glide past their vision. they keep quiet, hoping she wont notice them, matilda does, she pounds on the bed so it nearly crushes them then she makes the bed lift off the ground, and slam back down several times. They run the hell out of there and hide behind a corner where they can see her, they get a good look at her and she is really frightening, she has this phantom of the opera type mask on, and these black eyes ...

But then Michael finds a room for them to keep safe in--sort of. They lock her out, and keep walking backwards, trying to put distance between Matilda and themselves.

Eventually Catie, Michael, and Kyle end up in an elevator together with Matilda headed down the elevator shaft to cause destruction.

She rips through the top of the elevator car, and is chased away when Kyle lights one of those pink flares, but she still dwells above their heads, antagonizing them.

The elevator is no longer safe so Kyle pries open the doors where he can see that they are between floors, but still have a chance of escaping to the third floor. They all make it out safely. There is a nurse and a doctor with them that were already on the third floor, the doc. sees matilda and is puzzled.

They can't use the elevator any more, because Matilda made the cable snap, and the car plunge. The terrible part, was that Kyle didn't even remember to take his 15 flashlights with him, which he left in the elevator. They have to escape using the stairs, and unfortunately, the lights on the stairs are back up ones, which only last about 2 minutes before they begin to turn off. Michael and Catie are ahead of everyone else, and the nurse, the doctor, and Kyle were about 2 staircases behind them. The lights that were on the actual stairs had went out, so they would have to jump from one light to the next. On the very first jump the crew must make, Matilda gets the nurse, but on the second jump she doesn't get anyone. Their last light is about to fail, which encloses the doctor, Catie, Mike, and Kyle. Suddenly when the angel of death (otherwise known as Matilda) is about to swoop down on them, she is shooed off by bright lights, head lights. It is one of the police officers.

They all drive down to the lighthouse, and figure they will be safe there. Matilda gets the doctor while they are driving in the car. They all hurry into the lighthouse clutching lanterns and glowsticks.

They burn the oil or something like that to ensure that she can't get to the where they are keeping safe, the top of the lighthouse. Coincidentally, Matilda has tampered with the hose or wire that pumps the gas, and it is now leaking. The light in the light house goes out and stops rotating. The cop and Kyle go downstairs to fix the problem. The cop has the lantern and must lean far out to give light to Kyle who is trying to fix the problem with the gasoline. Since he is not in the light, he is taken away by Matilda and drops the lantern into the gasoline and sets the place on fire. The fire is so bright, so they are safe for now.

Kyle grabs Mike and tells him to flip the switch, he does so, and the Light in the light house turns back on. Matilda blows up and everyone is sitting around all tired, exhausted from all that work. Mike is resting in Catie's arms and Kyle is off doing something inside the lighthouse. Cate and Mike are below a window. From the cameras view, we can all clearly see Matilda dwelling by the window, making this irritating groaning noise, and then Catie slowly turns around but sees nothing. On the opposite side of where Catie and Mike are peeking, Matilda crashes through the window, and gets Kyle. She picks him up and is pretty much killing him, Kyle hits her in the face and her mask falls off to reveal a hideous beast...

When her mask was slapped off, it fell to the ground and shattered into little pieces. We see the teeth she had collected all those years ago, when she was a good tooth fairy, and wasn't looking for revenge for being lynched. (hung, and then burned). Matilda is dangling Kyle by his neck, and is about to kill him in the same way she killed his mom. Kyle kicks off the top of the light, a spark flies out, and the light sets on fire, Kyle puts his sleeve into the fire and since it is doused in gasoline from before, it lights and burns quickly. He slaps her upside the head with his fiery sleeve, she catches fire, and then blows up, with a more satisfactory boom, then before.

They all hug, and... The end.


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