Children have a very good reason to be afraid of the dark in this flashy horror story. Matilda Dixon was a genially eccentric woman who, in the 1850s, lived in a New England town known as Darkness Falls. Matilda was well known to the local children for her habit of paying them for teeth they'd lost, but when two youngsters mysteriously disappeared, Matilda was lynched by an angry mob wrongly convinced that she had murdered the kids. In the year 2002, former Darkness Falls resident Kyle Walsh (Chaney Kley) lives in Las Vegas and is still desperately afraid of the dark since a childhood run-in with the ghost of Matilda Dixon left him severely traumatized. While police and psychiatrists scoffed at Kyle's stories about Matilda's spirit, his childhood friend Caitlin (Emma Caulfield) is alarmed when her nine-year-old brother Michael (Lee Cormie) begins having nightmares very much like those which disturbed Kyle's rest for years. Like Kyle, Michael has little luck convincing most grown-ups that the white-robed specters he sees in the dark are real, so Caitlin asks Kyle to return to Darkness Falls to help get to the bottom of his story. Darkness Falls marked the directorial debut of filmmaker Jonathan Liebesman.