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In the 1800's there was a woman that little children would take their old teeth (ones they had recently lost) to in exchange for a gold coin. A few years later, tragedy struck her, first a fire in her house which caused her to not be able to go into any type of light, and then she was hanged. There's a story that goes around the town of Darkness Falls about her, and she's called the Tooth Fairy. The story goes that she can't go in the light, and if you wake up and see her, she'll kill you. The usual saying is "Don't Peek." Well, there is a boy named Kyle who gets a warning from his friend Caitlin to not peek. Well, he wakes up on the night when the Tooth Fairy is supposed to come and get his last tooth and sees her. It all leads to more tragedy and the movie jumps to 12 years later. Now grown up, Caitlin calls Kyle because her little brother Michael is going through the same things he did as a boy, and wants his help. Kyle goes back to Darkness Falls to face his past, and the woman in the porcelain mask (aka the Tooth Fairy).