In the small New England town of Darkness Falls (aren't you asking for trouble when you name a town that?), young Kyle Walsh witnesses his mother's murder by a ghost who was wrongfully hanged 150 years earlier. Known as the Tooth Fairy, the spirit takes her revenge on the children of the town after they lose the last of their baby teeth. Twelve years later, Kyle is living in Las Vegas, psychologically scarred and paranoid from his encounter. Knowing that the ghost only comes in the dark, he surrounds himself with light. Caitlin (Caulfield), his childhood girlfriend, asks him to come back and help her younger brother, who's starting to have the same nightmares that Kyle use to have. Genuinely scary moments overcome some obvious plot devices. Wisely, the movie is restrained and delivers on spooky atmosphere.