In the 1800's Matilda Dixon was a woman that little children would take their lost teeth to. One night, a fire in her house burned her caused her to be sensitive to any light, and then she was hanged. There's a story that goes around the town of Darkness Falls about her, and she's called the Tooth Fairy. The story goes that she can't go in the light, and if you wake up and see her, she'll kill you. There is a boy named Kyle who gets a warning from his friend Caitlin to not peek. He wakes up on the night when the Tooth Fairy is supposed to come and get his last tooth and sees her. The Tooth Fairy ends up killing Kyle's mother and he is accused of the deed. The movie then jumps to 12 years later. Now grown up, Kyle is still scared of the dark and Caitlin calls Kyle because her little brother Michael is going through the same things Kyle did as a boy, and wants his help. Kyle goes back to Darkness Falls to face his past, and the woman in the porceline mask (aka the Tooth Fairy)
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