A vengeful spirit has taken the form of the Tooth Fairy to exact vengeance on the town that lynched her 150 years earlier. Her only opposition is the only child, now grown up, who has survived her before.

Kyle: I see you... bitch
[first lines]
Narrator: It is said that over 150 years ago, in the town of Darkness Falls, Matilda Dixon was adored by all the children. Whenever they would lose a tooth they would bring it to her in exchange for a gold coin, earning her the name, the Toothfairy. But fate was not kind to Matilda. One night fire tore through her home leaving 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 town's people blamed Matilda - they hanged her, tearing of 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 little 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 I took before in kindness, I will take forever in revenge.
Nurse: What is wrong with you people! What's he doing here? I'm calling the police.
Kyle: Police are dead.
Caitlin: All of them?
Kyle: Pretty much.
Young Caitlin: Remember, when the tooth fairy comes, don't peek.
Officer Matt Henry: You're Crazy, Walsh.
Kyle: Crazy isn't what it used to be.
Officer Matt Henry: This thing's gonna kill us isn't it?
Kyle: Probably.
Officer Matt Henry: All this over a fuckin' tooth.
Caitlin: Black cat. Why not?
Michael: Toothfairy?
Caitlin: It's just mommy honey. Go back to sleep...
Michael: She won't come in the light.
Kyle: Who?
Michael: YOU KNOW WHO.
Dr. Travis: Are you crazy?
Kyle: Yeah, a little bit.
Officer Andy Batten: Is she gonna get me?
Kyle: Yes.
Caitlin: I can't believe you came.
Kyle: That makes two of us.
Caitlin: It's okay, Michael. It's okay.
Michael: Caitlin, come one. It's safe.
Caitlin: Get out from under the bed. Come on, this is ridiculous.
Michael: No, you get under here.
Caitlin: Come on, Michael. Get out from under the bed. There's nothing to worry about.
Michael: Caitlin, No!
Caitlin: Okay, let's stay under the bed.
Officer Matt Henry: Batten, see what that was.
Officer Andy Batten: No, you go see.
Officer Matt Henry: I out rank you.
Officer Andy Batten: Lead by example and see what it was.
Kyle: We stay in the light, we stay alive.
Kyle: When this hospital goes dark. We're all dead.

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