In the town of Darkness Falls, legend has it that the vengeful spirit of Matilda Dixon haunts the darkness. Once known as the tooth fairy to the local kids, she now supposedly arrives at night to claim any child's last baby tooth as well as anyone who's unfortunate enough to gaze upon her disfigured face. That happened to Kyle Walsh (CHANEY KLEY) who saw the spirit kill his mother some twelve years ago and he still fears the dark where the monster exists.
Now living in Las Vegas, Kyle gets a call from his childhood girlfriend, Caitlin Green (EMMA CAULFIELD), who's concerned about her younger, institutionalized brother, Michael (LEE CORMIE) who's similarly terrified of the dark. The doctors think that the boy suffered a psychotic break from lack of sleep, but Kyle knows better and returns home to help him.
Various locals, including Larry (GRANT PIRO), the attorney who's sweet on Caitlin, and Matt (SULLIVAN STAPLETON), a disbelieving cop, aren't pleased with his return. Yet, as the killings begin again and everyone tries to avoid any and all darkness, he may be their only hope to survive.