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The story of the town Darkness Falls, (which is based on the town of Fall River, Massachusetts) begins with the legend of a widow, Matilda Dixon, who was adored by all the town's children. Matilda would tell them stories, and give them gifts and gold coins when they lost a tooth, thus earning her the name "Tooth Fairy."
After a fire in her home left her horribly disfigured with an extreme sensitivity to light, she wore a porcelain mask, and only went out at night.
One day, when two boys go missing, the townspeople quickly blame Matilda and hang her, ripping off her porcelain mask and exposing her face to the light. Out of sadness and betrayal, Matilda promises her vengeance. Soon afterward, the two missing boys return home unharmed. The town, realizing their mistake, bury Matilda's body along with their secret. The story of Matilda Dixon, the Tooth Fairy, is told to many generations after the murder, and it is believed that her spirit visits children on the night they lose their last baby tooth, where she seeks her vengeance if they see her.
The story begins when Kyle Walsh, an antisocial teenager, befriended only by his secret infatuation, Caitlin Greene, loses his last baby tooth. He soon realizes that the story of Matilda Dixon is not just a fable when he sees her in his room. Realizing that light is her weakness, he shines a flashlight into her face and hides in the bright lights of the bathroom. His mother, in trying to convince him there's nothing in his room, is soon killed after seeing the Tooth Fairy. The next morning, as the police arrive, Kyle is taken to a mental hospital after speculations that he himself killed his mother.
Twelve years later, Caitlin Greene calls a secluded Kyle to ask for his help with her younger brother, Michael, who refuses to sleep in the darkness. After a visit to the hospital to talk to Michael - with his bag of flashlights, his "peace of mind" - Kyle soon realizes that Michael suffers the same fate after an encounter with the Tooth Fairy. Michael, like Kyle, now has a gripping fear of the dark, and is thought to have gone insane. After denying any relation to his condition, Kyle walks away from Caitlin, scared of the truth.
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