Warning: "Spoilers" - Most of the normal text is plot information, and contains spoilers, while most of the italicized text is my review of the movie. Read at your own risk.

Movie directed by Jonathan Leibesman, premiering on January 14th, 2003 across the United States. It's pretty short at only an hour and fifteen minutes, but not too bad. Probably the one good thing this movie has going for it is Emma Caulfield, whose fame as Anya on Buffy the Vampire Slayer is sure to draw fans (such as myself). It is almost worth it to see this movie just for the scene with Caulfield and the black cat, if you are a fan of her work.


Chaney Kley - Kyle Walsh
Emma Caulfield - Caitlin 'Cat' Greene
Lee Cormie - Michael Greene
Grant Piro - Larry Fleishman

The town of Darkness Falls once had, about one hundred and fifty years ago, a nice old lady named Matilda Dixon, who would give children gold coins in exchange for their last baby tooth. Unfortunately, one day, this lady's house burned down, horribly scarring her face and body, and making it painful for her to be in the light. She made a porcelain mask and only moved around at night, and the town began to fear her. When two children disappeared, she was accused and hanged, having her mask ripped off and exposed to the sunlight. In her dying breath she lay a curse on the town of Darkness Falls, that whenever a child lost its last baby tooth, she would come to them and give them not a gold coin, but rather untimely death if they should open their eyes and see her face. The people of Darkness Falls call her the Tooth Fairy, and her story has been passed down through the generations as a fairy tale to scare the children.

All of this is revealed in the first five minutes of the movie, which, while it is nice to know what is going on, it is a little bothersome because there isn't much left to surprise you.

The story begins with Kyle's last baby tooth. Kyle and Cat meet up one night in Kyle's room about 20-30 years ago, when both are still children. They agree to go to the school dance together, and Cat leaves while Kyle goes to sleep. His sleep is disturbed as the Tooth Fairy comes into his room. He wakes up and sees her face. She tries to kill him, but he manages to escape into the safety of the light in the bathroom. His mom hears the screams and comes to try to comfort him. She thinks that he's just being afraid, and so she goes into his room to show him there's nothing to be afraid of. She sees the Tooth Fairy, and is brutally killed by it. Kyle sees this from the hallway, and he runs to cover in the bathroom, terrified. In a chilling scene, we are showed the image of the tooth fairy hovering on the wall above the bathroom door, ready to pounce, as we see Kyle illuminated inside the room.

While the creative camera-work and juxtaposition of light and shadow throughout the movie are very nice, it doesn't really make up for the sub-par plot, characters, or death scenes. The music is haunting as it should be, but doesn't particularly stand out as extraordinary.

Suddenly we jump to modern times when we find an adult Cat caring for her young brother, Michael, who has been suffering from night terrors brought on from him seeing the Tooth Fairy. We know he has seen her, and know he is in danger, but no one else believes him, though they do keep him in the light to keep him from being afraid. Cat has run out of ideas on how to help Michael, and notices that what he's going through seems to be what Kyle went through 20 years ago when he was taken away to a foster home. Cat tracks him down and calls him up, and he of course comes to help.

The characters are all pretty clichéd. We have Kyle, the guy who's fought the evil before and survived, so he knows what's going on. Cat, the woman who doesn't know what's going on, but who is open to the idea that the supernatural is possible. Michael, the creepy kid with big cute eyes who seems to know way too much for someone his age. Toss in Larry, the man Cat is dating now, to mix things up and make the relationship between Kyle and Cat very tense, and you have your average movie.

Kyle tries to help Michael by telling him about the Tooth Fairy, though there doesn't seem to be much that can be done. He goes to a bar with Larry, while carrying his bag of flashlights of course. A man there, thinking Kyle killed his mother, gets in a fight with him, and tackles him into the woods, knocking them far away from any source of light. Quickly Kyle turns on his flashlight to protect himself, but his attacker gets a glimpse of the Tooth Fairy and is killed. Kyle is blamed and taken to jail, but he is bailed out by Larry.

Meanwhile, we find that the doctors want to put Michael in a dark sensory deprivation chamber to show him there's nothing to be afraid of, and the audience of course knows that they are wrong. Larry tells this to Kyle, and Kyle pulls a gun on him to make him take them to the hospital to save Michael. Larry crashes the car, and sees the Tooth Fairy, while Kyle is left in the safety of the cars headlights as he flew through the windshield. (In other words, when crazy light-fearing witches are attacking you, don't wear your seatbelt!)

Kyle returns in time to save Michael, but the police catch him and put him back in jail because now Larry is dead. Cat begins to believe that there's something to Kyle and Michael's fear. And of course, what happens? There's a storm, and there's a power outage.

The plot itself is terribly predictable. You know the electricity has to go dead or else they would always have light to protect them. Fortunately for them, though, people are using flashlights, and there are backup generators in the hospital, the police station, and the lighthouse, because without these things everyone would die. Also around this point, Cat reads (out loud) a page from a book on Fairy Tales about how the Tooth Fairy dies. No surprises at all, which is disappointing in a horror movie, where surprises are half of the fun.

Long story short, a lot of people die, but Kyle in his infinite wisdom escapes the carnage unharmed, with the help of one of the cops. Kyle gets to the hospital while Cat and Michael are escaping from the Tooth Fairy. Everyone sees it, and everyone dies except for Kyle, Michael, Cat, the cop, and one doctor. The cop arrives to the scene with a car, and they head to the Lighthouse, which has a gasoline powered backup generator. As they're driving along, the Tooth Fairy attacks the car from above, and pulls the doctor out, but then Cat flashes a light at her and she leaves. They make it to the Lighthouse.

As any good horror movie, you expect a cool villain, and also cool death scenes. While the tooth fairy looks very cool, the concept behind her isn't too great, and besides that, they don't really show any death scenes. They show the Tooth Fairy grabbing people, and then a few seconds later, she drops their dead carcass into the light. The main character using innocent bystanders as a distraction to save his own ass is refreshing, though. In the Lighthouse, they try to turn on the generator, but there's a leak. They go to fix it, and the cop dies, so it's just the three main characters left. As their kerosene lamps start to die out, Michael breaks a glowstick, possibly the only surprise of the movie. The leak is fixed, and they go to turn on the generator, but can't reach it from where they've been cornered by the encroaching shadow. Michael squeezes through a hole and flips on the switch, turning on the main lighthouse light, hitting the Tooth Fair with a very bright light, which makes her disappear.

So Kyle thinks she's dead, and stands up and gets cocky like everyone always does at the end of a horror movie. The Tooth Fairy reappears and grabs him and begins to kill him, but as she pulls him up she is being burned by the light. He reaches his hand back into a fire that has started, and his arm becomes covered in flame. He screams at the Tooth Fairy and gives it a good punch in the face with his flaming fist. She drops him, he puts his arm out, and the Tooth Fairy's mask drops off, exposing her face to the light. Once again, she explodes. We watch as the three survivers huddle together in the light, waiting out the storm.

The final scene is another child losing his last baby tooth, and his father leaves him to go to sleep, but he wakes up and starts to peek. The audience is startled as his mom appears from nowhere and looks over him. She tells him to go back to bed as she replaces his tooth with a quarter. We are led to believe that the Tooth Fairy is indeed dead.

I am so glad that the one cliché this movie does not embrace is the villain surviving, even if she does come back after "dying" the first time. When they show the final scene, you pretty much are expecting the Tooth Fairy to return. It actually is a little surprising when it is just the child's mother.

All in all, this movie is pretty average. It isn't terribly original, but it did have a bit of suspense, and a bit of fear. It has decent acting, and it has a cool villain, so there are some redeeming qualities. I would say that only horror movie buffs will appreciate this movie very much, though it's not without its charm.