DARKNESS FALLS, set in a remote town of the same name, begins with the foreboding dramatization of a local fairy tale. According to the story, Matilda Dixon, an old woman who serves as the town's resident tooth fairy, is severely burned in a fire, and thereafter wears a porcelain mask to protect her face from pain of light. One day, two children are discovered missing, and the townspeople wrongfully accuse Matilda. She is quickly lynched, but vows revenge upon the children of Darkness Falls. As the first story concludes, another begins: Kyle, a young boy, loses his last baby tooth, and nervously enters sleep, afraid the "tooth fairy" may visit. He is warned not to look at her but does exactly that when Matilda arrives, catching a glimpse of the porcelain mask that will haunt him forever. Kyle eludes death by finding refuge in the bathroom light, but his mother is yanked into the darkness and murdered. Twelve years later, Kyle (Chaney Kley) has moved onto Las Vegas, but remains plagued by his past, and carries an enormous collection of flashlights for his own safety. He receives a call from Caitlin (Emma Caulfield, television's BUFFY THE VAMPIRE SLAYER), his childhood girlfriend, whose brother Michael (Lee Cormie) is behaving the same way that Kyle did after his traumatic encounter. Kyle returns to Darkness Falls to try and help Michael, setting up an ultimate conflict with Matilda that claims the lives of many who can't avoid the darkness.