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A hundred and fifty years ago, in the sleepy fishing village of Darkness Falls, Matilda Dixon would give the local children cakes and treats and accept their baby teeth as "payment." After her husband Sonny was killed in a boating accident and a kitchen fire left her horribly scarred, Matilda became a recluse -- but she still collected baby teeth, now leaving coins behind instead of treats. When two children went missing on their way to visit "the tooth fairy," the townspeople lynched Matilda in retaliation -- just as the two children turned up alive and well. Today, Kyle Walsh lives his life in fear, and has ever since he left Darkness Falls as a boy. Kyle is the only one who knows the truth -- that the spirit of Matilda Dixon has returned to exact her revenge. Now Kyle must return home to confront his troubled past and save his childhood sweetheart Caitlin and her younger brother Michael from "the tooth fairy" -- before she kills again!