As a young boy, Kyle Walsh claims to have accidentally woken up out of his sleep, just in time to see the Tooth Fairy trying to kill him. Everyone in town things he's crazy except his childhood sweetheart, Caitlin, and her little brother, Michael. Years later, Kyle must return home to confront his troubled past, and save Caitlin and Michael from an unrelenting evil that has plagued the town of Darkness Falls for over 150 years.