For the past 150 years, the legend of Matilda Dixon, "the Tooth Fairy," has hung over the town of Darkness Falls like a dark cloud. After being unjustly accused of a heinous crime, the kindly old woman was savagely slaughtered by a mad rabble one night, and there are those who say her vengeful spirit hovers over the town, just waiting to pounce on anyone who sees her in the dark. It happened to young Kyle. One night he saw Matilda and, though he managed to escape her evil clutches, his mother was brutally murdered. Or was it just a hallucination? Haunted by his painful memories of that night, Kyle has never allowed himself to be in the dark since. One day, he is summoned back to town by his childhood sweetheart Caitlin, whose nine-year-old brother Michael is having the same nightmares that drove Kyle to the brink of madness. When he returns, however Kyle realizes Matilda's evil spirit was no figment of his imagination. She is real and extremely dangerous. And if she catches him in the dark again, her horrible, scarred face will be the last thing he ever sees.