It is said that over 150 years ago...
... in the town of Darkness Falls...
...Matilda Dickson
was adored by all the children.
Whenever one of them lost a tooth,
they would bring it to her...
... in exchange for a gold coin...
... earning her the name
"The Tooth Fairy. "
But fate was not kind to Matilda.
one night, fire tore through
her home on Lighthouse Point...
... Ieaving her face horribly scarred.
Matilda's burned flesh was so sensitive
to light, she could only go out at night...
...always wearing a porcelain mask...
...so no one could
ever look upon her face.
one day, two children
didn't come home.
The townspeople blamed Matilda.
They hanged her...
... tearing off her mask, exposing
her hideous face to the light.
And with her dying breath...
...Matilda laid a curse
upon Darkness Falls.
The next morning, the two children
were found, safe and sound.
The town buried their secret
along with Matilda's body.
Since then, there are some
who believe that Matilda visits...
... the children of Darkness Falls
on the night they lose their last tooth...
...seeking her vengeance on any
who lay their eyes upon her face...
... fulfilling her curse.
"What l took before in kindness...
...l will take forever in revenge. "
You're going to ask Caitlin
to the dance tomorrow, right?
You'll do great. I love you.
Now, you get some sleep.
Good night.
Boo!
-That was stupid, Cat.
-Wuss.
You hear Amber said "asshole"
to Miss Alison in third period?
She got detention for a week.
-What are you doing?
-Nothing.
Okay.
A bunch of us are going swimming
at the quarry. You want to come?
No. I've gotta get up early for practice.
-I can't believe you still have this.
-Of course.
-Kindergarten, right?
-Right.
Are you sure
you don't want to come?
You're bleeding. Here.
It's Just my tooth.
-Is this the last one?
-Yeah.
This one's special.
Your last baby tooth.
Means you're not a baby anymore.
Okay. Well, l gotta go.
-Cat?
-Yeah?
There's this school dance
on Saturday night...
...and it's, like, one of those
boy-girl dances.
And boys ask girls, so--
I already told my mom
you'd be by at 7.
And she can drive us.
-So Saturday at 7, right?
-Okay.
First time shouldn't taste like blood.
It should be sweet.
Remember, when the tooth fairy
comes, don't peek.
Kyle?
-I saw her. I saw her.
-Kyle! What are you talking about?
I peeked.
Kyle, look at me.
-There is no one in this house but us.
-You're wrong.
You're wrong.
-I'll go take a look. Okay, Kyle?
-You can't go. Please, Mom.
Please stay in the light, Mom.
Please stay in the light.
Please stay in the light.
Please stay in the light.
Oh, please, God.
See, Kyle?
There's nothing to be afraid of.
Mom.
There's no next of kin.
The state will look after him.
-Larry!
-Caitlin! What happened?
She was already dead
when we got here.
I heard he was having some
problems, but Jesus Christ.
Looks like his mom
put up a bit of a struggle.
Okay.
Kyle?
Kyle, this is Dr. Jenkins.
I want you to go with her.
Caitlin?
-Caitlin.
-Sorry.
-Caitlin.
-Sorry.
As l was saying, noctiphobia
is very common among his age group.
Now, we've run one CAT scan
and two MRls at your behest...
...and the conclusions
all say the same thing.
There's nothing wrong with your brother.
My brother hasn't slept more
than 1 0 minutes at a time...
...for the last three weeks. You go tell
him there's nothing wrong with him.
We've run every test possible.
There's nothing more we can do.
What happened?
He was asleep. I Just closed the blinds.
I didn't think that....
I saw her. I saw her.
It can't be dark.
It's okay, Michael.
I won't let them shut off
the lights, okay? l promise.
It'll be okay.
It's okay, Michael.
Hello?
Hi. Is this Kyle Walsh's number?
This is Caitlin Greene.
That's not funny.
Kyle. Hey, it's Cat.
You asked me to the dance
but never took me.
-Caitlin?
-Yeah. Hey, you are...
...hard to track down.
I know it's been forever.
I'm sorry. Where are my manners?
How are you?
Fine.
-What do you want?
-Right. Right.
It's my brother, Michael.
He's in the hospital, and he....
He's really scaring me. He won't sleep,
not even 1 0 minutes at a time...
...and now he won't let us
shut off any of the lights.
Doctors say he has something
called noctiphobia or....
Night terrors.
Right.
I remembered that's what they
said you had when your--
When your mother was killed.
Anyway, l Just thought maybe you
could tell me how you got over it.
I didn't.
You must be Michael.
It's okay, man.
I'm not gonna hurt you.
I Just wanna talk a little.
My name's Kyle.
Your sister says you're afraid
of the dark. Makes it tough to sleep.
You get a lot of sleep?
Me neither.
Well, this was a bad idea.
Caitlin says that when you grow up,
you're not afraid of the dark anymore.
-Is that true?
-Yes.
Why not?
Because you grow up and you realize
that there's nothing to be afraid of.
Then why are you still afraid?
Well, sometimes old habits die hard.
You wanna see something?
This flashlight, it's my peace of mind.
She won't come in the light.
-Who?
-You know who.
No. I don't know who.
Yes, you do.
You've seen her too.
Why would you say
something like that, Michael?
Because it's the truth.
Sometimes l think of
turning off all the lights...
...and letting her come and take me.
Sometimes l think that would be
easier than being so scared.
Did you ever think that?
She's gonna kill me, you know.
No one's gonna kill you, Michael.
Nothing's gonna happen to you.
Your sister won't let it.
My sister can't stop her.
No one can stop her.
Kyle?
-I can't believe you came.
-That makes two of us.
So....
-So, what do you think? ls he--?
-What do the doctors say?
That he's a kid, he's Just afraid
of the dark, he's confused.
Growing up here will do that to you.
Listen....
I hate to ask you this, but...
...when your mother died,
what really happened to you?
Cat, it's--
-Because it seems like it's the same--
-No.
-But the things he says--
-They're Just things.
But these....
-Kyle?
-Did Michael Just lose a tooth?
Yes, his last one.
But....
Come on, Kyle. You don't
still believe that, do you?
I mean, we all grew up with it,
but it was Just a story to scare us.
I'm sorry, Caitlin.
This was a mistake.
Look, will you Just--?
Wait a minute, please.
I don't think l know how
to help Michael.
Hey, Catey.
Kyle?
Larry.
You came. That's terrific.
It's great to see you, buddy.
All right.
I came straight from work.
So is there any reason
for us to panic, or what?
No, no.
Good. Good.
Well, that's what l keep telling Catey.
We have some of the best doctors
in the state in this hospital.
How about l take you two guys
out to dinner tonight?
What do you say? We can
celebrate the prodigal's return.
I think l'm Just gonna
stay here with Michael.
Okay. Yeah.
Well, good night, honey.
Caitlin?
I'm sorry.
Well, Kyle, what do you feel like doing?
I feel like l've been here
too long already.
-Wait. We could go to The lnn, right?
-I don't drink.
Come on, Kyle. I haven't
seen you in 1 2 years, man.
One drink's not gonna
kill anybody, right?
Where's Kyle?
He left.
Is he coming back?
I don't know.
-Walsh, what's going on, man?
-Relax, buddy.
You'll survive one drink, right?
Beer okay?
-Can't.
-Oh, Jesus.
-Long time no see, Walsh.
-Hey, Dave. Two drafts.
-Fleishman, who's your date?
-Remember Kyle? Thank you.
-Kyle, as in Kyle Walsh.
-That's right, Ray.
That's him in the flesh.
Thank you, Dave.
Where you going, man? Sit down.
I bought you a beer.
I figured you'd like this one.
It's a light.
You should have told me
you were coming back.
-I didn't know you'd still be here.
-You left a lot of shit behind.
-What's wrong?
-That's the freak who killed his mother.
So come on, man.
What you been doing with yourself?
-I'm in the gaming industry.
-Larry Fleishman, attorney at law.
You're an attorney?
You stole more candy than anyone
in the history of stealing.
That's why l'm a defense attorney.
So come on, Kyle, give.
What are you really doing back here?
Jesus!
I came to see if l could help Michael.
You don't look like
you can help anybody.
Wanna tell me how you got over it?
You did get over it, right?
She's got a whole new life now.
Caitlin.
This whole thing with Mikey....
What the hell are you
doing back here, freak?
I thought they locked
you up for killing your mama.
I don't want any trouble, all right?
Oh, yeah? Well, trouble.
That's tough! Come on, you chickenshit.
-Hey, come on.
-Kick his ass, Ray.
You want a piece?
-Come on. Take a shot.
-Leave him alone, man.
Oh, yeah, keep walking.
You guys see that?
Eat this!
No!
Keep running, you freak!
I'll find you!
Walsh, l'm gonna kick your ass!
l'll find you.
These are my woods.
Nobody messes with me!
Larry! Larry!
There's no way they could
have come this far, Matty.
What the hell was that?
Ray! Kyle Walsh!
What are those guys doing? Batten,
get back there. Spread them out.
I'm Just gonna stay right here
with you. Okay, Matt?
Okay, now that came from over there.
-You wait there, Larry.
-You got it.
Hey, Matt.
Matt?
Hey, buddy, this.... This whole
splitting up thing's kind of stupid.
Shit.
Oh, shit.
You're a grown man,
completely safe.
You're a grown man.
You're completely safe.
Get him off! Get him off!
" Light will spell her doom and death.
Brightest flame engulfed her whole,
setting free her wicked soul."
Hey, Cat.
What happened to you?
Coming-home party.
Come here. Sit down.
You're bleeding.
Sit down. Come on, sit down.
Okay, l need to try to get
this gravel out of your scalp.
So how did this happen?
Okay.
How about telling me about the last 1 2
years of your life in 25 words or less?
I went to a foster home...
...and we moved out west
to Las Vegas...
...and now l work in a casino.
Is that 25 words yet?
Keep going.
Are you and Larry going out?
-Why do you ask?
-I don't know, l Just--
Got it.
I don't know what l'm doing wrong.
-Don't give him any more tests.
-What?
They stuck me with every needle...
...gave me more Rorschachs than l
could count, and it didn't do a thing.
Don't let that happen to Michael.
Kyle Walsh.
You're gonna have to come with us.
You ever see anything like this,
Dad?
In this town, you'd be surprised.
What's with all the flashlights?
-Are you afraid of the dark?
-Yes, sir.
If you knew why,
you'd think l was crazy.
Klonopin.
Darvocet.
Shit, this one
l can't even pronounce.
Doc says half of these
are antipsychotics.
Now, l don't know much about
medicine, but it occurs to me...
...that if a man is taking antipsychotics,
he might have a tendency to become...
...well, psychotic.
Ray's dead.
He's dead?
I think you had something
to do with it.
I didn't kill him. I didn't do this.
No, it must have been....
I don't know.
He hasn't been the same
since his mom's murder.
He's not a killer.
How do you know?
You haven't seen him in 1 2 years.
Because l know. He's a good man.
-He's been a ward of the state.
-But he came to help Michael.
He was in a mental hospital
for nine years.
Caitlin, he's a dangerous guy.
I had a file sent over from State
Hospital about you. Ten feet long.
You spent a lot of time there. MaJor
disassociative syndrome, night terrors...
...sociopathic tendencies,
three suicide attempts.
I didn't do this.
You did it, Kyle. Don't turn away.
You killed your mother
and you killed Ray. Didn't you?
I need to call my lawyer.
-I don't believe this. I'm going.
-Caitlin, l'll be in touch.
Caitlin.
I have to get back to Michael
at the hospital.
Matt.
Keep working on your crap story.
Hope you got a good lawyer.
I can handle this.
I can handle this.
I can handle this.
Black cat.
Why not?
Michael!
Michael!
Michael, open the door! Michael!
-I'll call security.
-Michael? Can you hear me?
It's okay.
-She's gonna get me.
-It's okay.
Your brother is suffering from a form
of Pavor Nocturnus, or night terrors.
Because of his lack of sleep,
he's suffered a psychotic break.
Once that occurs, the subJect can't
discern what is real and what is not.
-They begin to manifest a response.
-How do you mean?
A patient may hurt themselves because
they believe what they dream is real.
Michael feels that something
is after him, wanting to kill him.
And his self-inflicted wounds
are consistent with this fantasy.
The good news is that there is
a procedure we can perform...
...right here, which has had an
overwhelming success rate.
-Is it surgical?
-No, not at all.
Michael is placed in a sensory
deprivation chamber.
He faces his fears and realizes
there's nothing to fear.
Tests.
-Michael hates the dark.
-Yeah.
That's the point.
Is there any other alternative?
Aggressive medication
coupled with counseling.
There are no guarantees. Meanwhile,
Michael might hurt himself again.
Ray and l were Just sitting there,
having drinks...
...and Walsh starts fighting
with Ray....
-Where are my flashlights?
-Lab's not done with them.
That's all you remember?
The words you're looking for
are "thank you."
Hey, Kyle! Kyle, wait up!
I'm having a bad day, Kyle.
I had a dead guy fall on me.
You want to tell me where
you're going, huh? Kyle?
-How about a pistola? Huh?
-No.
Wait here a minute.
-Okay, now what?
-Where's your car?
-Why?
-I need a ride. Now!
Yeah. Car's over here. Hey, man,
you've been released into my custody.
-Kyle!
-It's 5:35, Larry.
The sun sets in 20 minutes. You've got
We're almost set up.
It'll Just be another 1 5 minutes.
-Where's the other doctor?
-He had to get back upstate.
So you'll be doing this?
Why did you come back?
Do you know how long l've tried
to get through to her?
Her brother's always there
and then the ghost.
A ghost?
You, man.
Nobody in this town
had a chance with her.
All she could think about was you.
-I need you to sign these.
-What are they?
Standard consent and release
of liability forms. He'll be fine.
Where are you taking me?
This isn't the way.
I'm not taking you to the hospital.
Lay low for the Judge.
-I Just want to help Michael.
-Michael's gonna be fine.
They're putting him in a sensory dep
tank. Gonna shut the lights out.
-They're putting him in the dark?
-Gonna fix him...
...stop him from becoming
the next Kyle Walsh.
It's gonna be okay. I'm gonna be
watching you from the other room.
If you put me in the dark,
she'll get me.
It'll all be over soon, okay?
Turn this car around now.
Take me to Michael.
What if l don't?
Larry, don't look at her!
-Help! Help! Kyle!
-Larry!
Help! Help me!
Oh, God! Help!
Come on, Larry. I know it's in here.
-Saint Francis Hospital.
-I need Caitlin Greene.
One moment, please.
-Miss Greene is unavailable.
-This is Kyle Walsh.
-I need to talk to her now.
-Sorry. Miss Greene is not available.
Don't let her put Michael in the dark.
I'm almost there.
Hello, police?
Now, Michael, l'm going to need you
to hold still. Okay?
There might be Just a little sting.
-What's he doing?
-Hold him.
-There might be a burning sensation.
-Hold him down.
It's all in.
It's all right. It's almost over.
Dim the lights.
Stop!
Take him out of there!
Please, Just do it.
Okay. The three of us are leaving.
-Michael, it'll be okay.
-I got a car waiting.
Kyle!
Stop resisting, Walsh.
Stop resisting.
Don't put him in the dark.
-Come on.
-Michael was right.
You have to believe me.
-Let's see your lawyer get you out.
-That'll be tough...
...since my lawyer's in pieces
on Ponus Avenue.
Is that a confession?
Okay, l'll give this a shot.
I saw something when l was 1 0. You
heard the stories as a kid. We all did.
I saw her kill my mother. And once
you've seen her, she doesn't stop.
I've stayed in the light since.
It's the only way to be safe.
Michael has seen her too,
and she's coming for us.
I thought you'd say something
like that.
How many unsolved murders
have you had?
Not Just this year,
but in the last 1 00?
How many of them involved children?
You're crazy, Walsh.
Crazy isn't what it used to be.
Yeah, Dad? We got him.
-What the hell's going on?
-No, no.
We're all gonna die.
Roy, you cover the docks, all right?
Get going.
-What the hell is going on tonight?
-I don't know, Dad.
-Matt, take care of this.
-Yeah, all right.
-Batten, see what that was.
-No, you go see.
-I outrank you.
-Lead by example and see what it was.
-Take a flashlight.
-Walsh, shut up.
Andy, give me your flashlight.
Stay in the light.
Shit.
Damn it!
Come on.
-What's going on here?
-Come on!
-Jimmy, stay with me!
-I'm staying with you!
-Matt!
-Matt?
-Go tell Batten l shot his dog.
-You shot Rocky?
No, Phil. I shot at him.
It was quick.
Is she gonna get me?
Yes.
Man. What the--?
-Stay in the light.
-Shut up.
-Get in the light. Batten.
-Shut up!
-Get your flashlights!
-Over here.
-Walsh.
-Don't shoot.
She's in the building.
You have to believe me.
Marnie, offices. Roy, check Andy.
Phil and Mark, squad room.
You come with me.
Oh, my God.
-Andy.
-Interrogation room.
-Get the flashlights.
-He's pretty bad.
Please, get me a flashlight!
Stay in the light!
Don't shoot the lights!
She can't hurt you in the light!
She's making you shoot the lights.
Let's go! Let's go!
Don't look at her!
-Don't look at her!
-Key 34!
Stay in the light!
Give me the flashlights.
Dad!
Dad!
Dad!
She's gonna go for Michael.
Take this.
-It's okay, Michael. It's okay.
-Caitlin, come on. It's safe.
Get out from under the bed.
Come on, this is ridiculous.
-No, you get under here.
-Come on, Michael.
There's nothing to worry about.
Caitlin, no!
Okay, let's stay under the bed.
What the hell is that?
Run!
Hello?
Go! Run!
-Caitlin. Caitlin.
-Okay.
-Get behind me, Michael.
-Caitlin.
I knew you'd come back.
How do we stop it?
It's all right. Come on.
-The hospital's losing power.
-Great.
We need to get out of here now.
What the hell is that?
Go! Go! Go! Go!
Go! Go! Go!
Get out now!
Help me!
The bag.
-What?
-The bag of flashlights.
-Anybody grab it?
-No.
Damn. We need to get to the lobby.
How long do we have
the emergency lights?
-A couple of minutes.
-That's all we need to get out.
What is wrong with you people?
What's he doing here?
-I'm calling the police.
-They're dead.
-All of them?
-Pretty much.
-Where are the stairs?
-What is going on?
When this hospital goes dark,
we're all dead.
-Through to the old wing.
-I should evacuate patients.
It's not after them. It's after us.
We saw it. They didn't.
What about us?
If we stay in the light,
we stay alive.
This Just keeps getting better
and better.
-Come on.
-Go. Go. Go.
All right, stay in the light,
keep tight to the wall, single file.
Stay in the light!
-Jesus Christ.
-Is she okay?
Alex!
Keep going, Michael.
Just stay in the light.
No!
Run!
Wait, wait. Caitlin?
Kyle.
-We have to Jump it.
-Are you crazy?
-Yeah, a bit.
-Is there any way she can get us?
We're gonna Jump all at once.
We'll give her multiple targets.
Okay?
-Kyle.
-Go on three.
One. Two. Three!
Kyle!
Alex.
-We got one more to go. You ready?
-No, l'm not.
-Kyle, hurry up.
-We go on three.
One. Two.
-Okay.
-Three!
Kyle!
-She missed me.
-You okay?
-Run!
-I'm getting the hell out of here!
-Caitlin! No!
-Get up!
No!
Kyle.
Kyle!
-Kyle.
-Help.
Look out!
It's Matt!
-Everyone in the car.
-Hurry!
-Go! Go!
-Hurry up. Get in the car.
Go!
What the hell was that thing?
-Did you get them?
-Yeah.
-What are you talking about?
-Gas cans.
We're going to the lighthouse. It's got
a gasoline-powered backup system.
It's not far.
Why don't we keep driving?
We're safe in the car.
Jesus Christ!
Goddamn it!
-She's taking out the sirens!
-Keep going!
-Everybody put your heads down!
-Michael!
No!
It's gone. It's gone. It's gone.
It's gone.
Got any lights back here?
There's two kerosene lanterns
in the back.
This must be it.
-I hope this works.
-It has to.
Kyle, there's the tank.
Come on.
Get all the gas in there.
There's enough there to last us
a week. Let's go.
Let's go. Come on.
All right.
Come on.
Let's go, Michael.
Get up there, Michael.
If that thing hates bright light,
she's not gonna come here.
Damn it. Come on.
-What happened?
-I don't know.
Must be a fuel line blockage.
It's not getting to the generator.
-That's encouraging.
-Lanterns aren't gonna last that long.
-We're gonna have to go fix it.
-What do you mean "we"?
-You and me.
-No.
It's the only way to do it.
We'll be right back, okay?
-I promise.
-Kyle.
If anything happens to me,
Just keep that thing off them.
All right, same goes for me.
This thing's gonna kill us, isn't it?
Probably.
All this over a fucking tooth.
-Do you smell that?
-Yeah, gas everywhere.
Don't drop that lantern, will you?
She comes at you fast so be ready.
"She"?
You sound like you know her.
She's been in my life a long time.
-Hold up.
-Did you see that?
Wait up for me. Stay in the light.
Oh, man. It doesn't look good.
-There's gas all over the place.
-Yeah.
I've gotta tighten this rag
around this leak.
Hurry up.
This lamp's not gonna last long.
-Caitlin, quickly. Here.
-What, this? Okay.
I need more light.
Get back. Get back in the light.
The kerosene's almost gone.
Come on. Okay. Oh, God. Okay.
Jump! Jump!
Michael, get out of the dark!
Come on.
We're losing the light fast.
I gotta move you. I gotta flip
the switch before the flame runs out.
Come on. Come on.
Hit that switch, Michael.
Go on, Michael.
-Get it, Michael.
-I can't. I'm stuck.
Go, Michael!
This light's almost going out!
Go, Michael!
Michael. Michael.
All right. Wait here, okay?
It's all over.
Come on.
-It's okay. Okay.
-Come on.
-It's okay. Okay.
-Come on.
I see you, bitch!
It's okay. It's okay, Michael. It's okay.
Just leave this here, Billy.
You're gonna go to sleep now?
Just remember, don't peek.
Tooth Fairy?
It's Just Mommy, honey.
Go back to sleep.