Darkness Falls (2003) Script


MAN: It is said that over 150 years ago, in the town of Darkness Falls, Matilda Dickson was adored by all the children.

Whenever one of them lost a tooth, they would bring it to her in exchange for a gold coin... earning her the name "The Tooth Fairy."

But fate was not kind to Matilda.

One night, fire tore through her home on Lighthouse Point, leaving her face horribly scarred.

Matilda's burned flesh was so sensitive to light, she could only go out at night, always wearing a porcelain mask, so no one could ever look upon her face.

One day, two children didn't come home.

The townspeople blamed Matilda. They hanged her, tearing off her mask, exposing her hideous face to the light.

And with her dying breath, Matilda laid a curse upon Darkness Falls.

The next morning, the two children were found, safe and sound.

The town buried their secret along with Matilda's body.

Since then, there are some who believe that Matilda visits the children of Darkness Falls on the night they lose their last tooth, seeking her vengeance on any who lay their eyes upon her face, fulfilling her curse:

"What I took before in kindness, I will take forever in revenge."


So you're going to ask Caitlin to the dance tomorrow, right?

You'll do great. I love you.

Now, you get some sleep.

Good night.



That was stupid, Cat. Wuss.

Hey, did you hear Amber said "asshole" to Miss Alison in third-period English?

She got detention for a week.

What are you doing? Nothing.


So a bunch of us are going swimming at the quarry. Do you want to come?

Uh, no. I've gotta get up early for practice.

I can't believe you still have this. Of course.

Kindergarten, right? Right.

Are you sure you don't want to come?

You're bleeding. Here.

It's just my tooth.

Is this the last one? Yeah.

This one's special.

Your last baby tooth.

Means you're not a baby anymore.


Okay. Well, I gotta go.

Uh, Cat? Yeah?

There's, uh, this school dance on Saturday night, and it's, like, one of those boy-girl dances.


And boys ask girls, so...

I already told my mom you'd be by at 7.

And she can drive us.

So Saturday at 7, right?


First time shouldn't taste like blood. It should be sweet.

Remember, when the tooth fairy comes, don't peek.








I saw her. I saw her. Kyle! What are you talking about?

I peeked.

Kyle, look at me.

There is no one in this house but us. You're wrong.

You're wrong.

I'll go take a look. Okay, Kyle? You can't go. Please, Mom.

Please stay in the light, Mom.

Please stay in the light. Please stay in the light.

Please stay in the light. Oh, please, God.

See, Kyle? There's nothing to be afraid of.





There's no next of kin. The state will have to look after him for now.

CAITLIN: Larry! Caitlin! What happened?

She was already dead when we got here.

I heard he was having some problems, but Jesus Christ.

Looks like his mom put up a bit of a struggle.



Kyle, this is Dr. Jenkins.

I want you to go with her.


MAN: Caitlin?



As I was saying, noctiphobia is very common among his age group.

Now, we've run one CAT scan and two MRls at your behest, and the conclusions all say the same thing.

There's nothing wrong with your brother.

My brother hasn't been able to sleep for more than 10 minutes at a time for the last three weeks. You go tell him there's nothing wrong with him.

Miss Greene, we've run every test possible. There's nothing more we can do.


What happened?

He was asleep. I just closed the blinds. I didn't think that...

MICHAEL: I saw her. I saw her. It can't be dark.

CAITLIN: It's okay, Michael.



I won't let them shut off the lights, okay? I promise.

It'll be okay. It's okay, Michael.


♪ All my life ♪

♪ I denied ♪

♪ Ever knowing what it's like ♪

♪ You came around ♪

♪ You shook my ground ♪

♪ Now I'm searching for A drug to come down ♪

♪ You're where I thought I'd never go ♪

♪ I can't believe I did ♪

♪ Look out below ♪

♪ I'm letting go ♪

♪ Look out below ♪

♪ I'm falling completely ♪

♪ I lost control ♪

♪ I let it go ♪

[OVER SPEAKERS] ♪ Now I can see So clearly around me ♪

♪ Everything I need ♪♪


KYLE: Hello?

Hi. Is this Kyle Walsh's number? This is Caitlin Greene.

That's not funny.

Kyle. Hey, it's Cat.

You asked me to the dance but never took me.

Caitlin? Yeah. Hey, you are hard to track down.

Um, I know it's been forever.

I'm sorry. Wow. Where are my manners? How are you?


What do you...? What do you want? Right. Right.

It's my brother, Michael.

He's in the hospital, and he...

He's really scaring me. He won't sleep, not even for 10 minutes at a time, and it's the things he says, and now he won't let us shut off any of the lights.

I don't know. The doctors say he has something called noctiphobia or...

Night terrors.


Anyway, I remembered that's what they said you had when your...

When your mother was killed.

Anyway, I just... I don't know, I just thought maybe you could tell me how you got over it.

I didn't.



You must be Michael.

It's okay, man. I'm not gonna hurt you.

I just wanna talk a little. My name's Kyle.

Your sister says you're afraid of the dark. Makes it tough to sleep.

You get a lot of sleep?

Me neither.

Well, this was a bad idea.


Caitlin says that when you grow up, you're not afraid of the dark anymore.


Is that true? Yes.

Why not?

Because you grow up and you realize that there's nothing to be afraid of.

Then why are you still afraid?

Well, sometimes old habits die hard.

You wanna see something? This flashlight, it's my peace of mind.

She won't come in the light.

Who? You know who.

No. I don't know who.

Yes, you do.

You've seen her too.

Why would you say something like that, Michael?

Because it's the truth.

Sometimes I think of turning off all the lights and letting her come and take me.

Sometimes I think that would be easier than being so scared.

Did you ever think that?

She's gonna kill me, you know.

No one's gonna kill you, Michael. Nothing's gonna happen to you.

All right, your sister won't let it.

My sister can't stop her.

No one can stop her.


I can't believe you came. That makes two of us.


So, what do you think? Is he...? What do the doctors say?

That he's a kid, that he's just afraid of the dark, he's confused.

Growing up here will do that to you.


I hate to ask you this, but, um... when your mother died, what really happened to you?


Cat, it's...

I mean, because it seems like it's the same...


But the things he says... They're just things.

But these...


Kyle? Did Michael just lose a tooth?

Yes, his last one.


Come on, Kyle. You don't still believe that, do you?

I mean, we all grew up with it, but it was just a story to scare us.

I'm sorry, Caitlin.

This was a mistake.

Look, will you just...? Wait a minute, please.

I don't think I know how to help Michael.

Hey, Catey.



You came. Huh? That's terrific.

It's great to see you, buddy. All right.

I came straight from work.

So is there any reason for us to panic, or what?

No, no.

Good. Good. Well, that's what I keep telling Catey.

We have some of the best doctors in the state right here in this very hospital.

Look, how about I take you two guys out to dinner tonight?

Catey, what do you say? We can celebrate the prodigal's return.

I think I'm just gonna stay here with Michael, if that's okay.

LARRY: Okay. Yeah. Well, good night, honey.


I'm sorry.

Well, Kyle, what do you feel like doing, huh?

I feel like I've been here too long already. I'll just go.

Wait. We could go to The Inn, right? I don't drink.

Oh, come on, Kyle. Look, I haven't seen you in 12 years, man.

One drink's not gonna kill anybody, right?


Where's Kyle?

He left.

Is he coming back?

I don't know.


MAN 1: Walsh, what's going on, man? LARRY: Relax, buddy, huh?

You'll survive one drink, right? Beer okay?

Can't. Oh, Jesus.

MAN 2: Long time no see, Walsh. Hey, Dave. Two drafts.

DAVE: Fleishman, who's your date? Remember Kyle? Thank you.

Kyle, as in Kyle Walsh. That's right, Ray.

That's him in the flesh. Thank you, Dave.

♪ The hand of emptiness Is comin' down for you ♪ Hey, hey, hey, where you going, man? Sit down. Come on, I bought you a beer.

I figured you'd like this one. It's a light.

You know, you should have told me you were coming back.

Yeah, I didn't know you'd still be here, Larry.

You left a lot of shit behind, Kyle.

MAN 3: What's wrong? That's the freak who killed his mother.

LARRY: So come on, man, tell me. What you been doing with yourself?

I'm in the gaming industry. Larry Fleishman, attorney at law.

You're an attorney? Mm-hm.

You stole more candy from the five-and-dime than anyone in, like, the history of stealing.

That's why I'm a defense attorney.

So come on, Kyle, give. What are you really doing back here?


Oh! Jesus!

I just came to see if I could help Michael.

You don't look like you can help anybody right now.

Wanna tell me how you got over it, Kyle? I mean, you did get over it, right?

She's got a whole new life now.


I mean, this whole thing with Mikey...

What the hell are you doing back here, freak?

I thought they locked you up for killing your mama.

Look, man, I don't want any trouble, all right?

Oh, yeah? Well, trouble.

That's tough! Come on, you chickenshit.

Hey, come on. MAN 4: Kick his ass, Ray.

You want a piece?

Come on. Take a shot. MAN 5: Leave him alone, man.

Oh, yeah, keep walking. You guys see that, huh?






RAY: Eat this!




Keep running, you freak!

I'll find you!

Walsh, I'm gonna kick your ass! I'll find you.

These are my woods. Nobody messes with me!


MAN: Larry! Larry!


There's no way they could have come this far, Matty.


What the hell was that?

Ray! Kyle Walsh!


What are those guys doing? Batten, get back there. Spread them out. Spread them out.

I'm just gonna stay right here with you. Okay, Matt?


Okay, now that came from over there.

You wait there, Larry. You got it.


Hey, Matt.


Hey, buddy, this... This whole splitting-up thing's kind of stupid, huh?



Oh, shit.

You're a grown man, completely safe.

You're a grown man. You're completely safe.


Get him off! Get him off! I found Ray!

"Light will spell her doom and death.

Brightest flame engulfed her whole, setting free her wicked soul."

Hey, Cat.

What happened to you?

Coming-home party.

Come here. Sit down. You're bleeding.

Sit down. Come on, sit down.


Okay, I need to try to get this gravel out of your scalp.

So how did this happen?


How about telling me about the last 12 years of your life in 25 words or less?

I went to a foster home... and we moved out west to Las Vegas, and now I work in a casino. Is that 25 words yet?

Keep going.

Are you and Larry going out?

Why do you ask? I don't know, I just...


Got it.

I don't know what I'm doing wrong.

Don't give him any more tests. What?

They stuck me with every needle known to man, gave me more Rorschachs than I could ever count, and it didn't do a goddamn thing.

Don't let that happen to Michael.

MATT: Kyle Walsh.

You're gonna have to come with us.


You ever see anything like this, Dad?

In this town, you'd be surprised.


CAPTAIN HENRY: What's with all the flashlights?

Are you afraid of the dark? Yes, sir.

If you knew why, you'd think I was crazy.



Shit, this one I can't even pronounce.

Doc says half of these are antipsychotics.

Now, I don't know much about medicine, but it occurs to me that if a man is taking antipsychotics, it might be because he has a tendency to become, well, psychotic.

Ray's dead.

He's dead?

I think you had something to do with it.

I didn't kill him.

I didn't do this.

No, it must have been...


I don't know.

He hasn't been the same since his mother's murder.

He's not a killer.

How do you know that? You haven't seen him in 12 years.

Because I know. He's a good man.

He's been a ward of the state. But he came to help Michael.

He was in a mental hospital for nine years.

Caitlin, he's a dangerous guy.

I had a file sent over from State Hospital about you. Ten feet long.

You spent a lot of time there. Major disassociative syndrome, night terrors, sociopathic tendencies, three suicide attempts.

I didn't do this.

You did it, Kyle. Don't turn away.

You killed your mother and you killed Ray. Didn't you?

I need to call my lawyer.

I don't believe this. I'm going. Caitlin, I'll be in touch.


I have to get back to Michael at the hospital.


Keep working on your crap story.

Hope you got a good lawyer.

I can handle this.


Black cat.

Why not?







Michael, open the door! Michael!

I'll call security. Michael? Can you hear me?

It's okay.

MICHAEL: She's gonna get me. It's okay.

Your brother is suffering from a highly specialized form of Pavor Nocturnus, or night terrors.

Because of his consistent lack of sleep, he's suffered a psychotic break.

Once that break occurs, the subject can no longer discern what is real and what is not.

Eventually, they begin to manifest a response.

How do you mean?

Well, I mean that a patient may hurt themselves because they believe that what they dream is real.

Now, in Michael's case, he feels that something is after him, wanting to kill him.

And his self-inflicted wounds are consistent with this fantasy.

Now the good news is that there is a procedure which we can perform, right here, which has had an overwhelming success rate.

Is it surgical? No, not at all.

Michael is placed in a sensory deprivation chamber.

The boy faces his fears and realizes that there's nothing to be afraid of.


Michael hates the dark. Yeah.

That's the point.


Is there any other alternative?

Aggressive medication coupled with counseling.

There are no guarantees. In the meantime, Michael might hurt himself again, more successfully.

MAN: Ray and I were just sitting there having drinks, minding our own business, and Walsh starts fighting with Ray...

Where are my flashlights? Lab's not done with them.

OFFICER: That's all you remember?

I believe the words you're looking for are "thank you."

LARRY: Hey, Kyle! Kyle, wait up!

I'm having a bad day, Kyle. I had a dead guy fall on me.

You want to tell me where you're going, huh? Kyle?

♪ On the right side of wrong ♪

♪ You're in my arms again ♪

[OVER SPEAKERS] ♪ And even though We know it's right ♪

♪ Now we must pretend ♪

♪ Girl, I'd give most anything ♪♪ How about a pistola? Huh? No.


Wait here a minute.

LARRY: Okay, now what? KYLE: Where's your car, Larry?

What do you need the car for, Kyle? I need a ride. Now!

Yeah. Car's right over here. Hey, man, you've been released into my custody.

Kyle! It's 5:35, Larry.

The sun sets in 20 minutes. That means you've got 20 minutes to get me to the hospital.


DR. TRAVIS: We're almost set up. It'll just be another 15 minutes.

Where's the other doctor? He had to get back upstate.

So you're gonna be doing this?

LARRY: What did you have to come back for?

Do you know how long I've been trying to get through to her? Hm?

I mean, first of all, the brother's always there and then the ghost.

A ghost?

You, man.

I mean, nobody in this town had a chance with her.

She couldn't get you out of her head. All she could ever think about was you.

I need you to sign these. What are they?

Standard consent and release of liability forms. He'll be fine.

KYLE: Where are you taking me? Larry, this isn't the way to the hospital.

I'm not taking you back to the hospital.

Hey, you're gonna lay low until the judge gets back.

I just want to help Michael. Michael's gonna be just fine, okay?

They're putting him in a sensory dep tank. Gonna shut the lights out, show him there's nothing to be scared of.

They're gonna put him in the dark? Gonna fix him, stop him from becoming the next Kyle Walsh.

It's gonna be okay. I'm gonna be watching you from the other room, okay?

If you put me in the dark, she'll get me.

It'll all be over soon, okay?


Turn this car around now.

Take me to Michael.

What if I don't?




Larry, don't look at her!

Help! Help! Kyle! Larry!

Help! Help me!

Oh, God! Help!


Come on, Larry. I know it's in here.


Saint Francis Hospital. I need to speak to Caitlin Greene.

One moment, please.

I'm sorry. Miss Greene is unavailable.

This is Kyle Walsh.

I need to talk to her now. Sorry. Miss Greene is not available.

Don't let her put Michael in the dark. I'm almost there.

Hello, police?

Now, Michael, I'm going to need you to hold still. Okay?

There might be just a little sting.


What's he doing? DR. TRAVIS: Hold him down.

There might be a burning sensation. DR. TRAVIS: Hold him down.

It's all in.

It's all right. It's almost over.


Dim the lights.


KYLE: Stop!

Take him out of there!

Please, just do it.

Okay. The three of us are leaving.

CAITLIN: Michael, it'll be okay. KYLE: I got a car waiting downstairs.


MATT: Stop resisting, Walsh.

Stop resisting.

Don't let them put him in the dark.

MATT: Come on. KYLE: Michael was right.

You have to believe me.

Let's see your lawyer get you out of this one, Kyle.

Yeah, that's gonna be kind of tough, since my lawyer's in a couple of pieces on Ponus Avenue.

Is that a confession?

Okay, I'll give this a shot.

I saw something when I was 10. You heard the stories when you were a kid. We all did.

I saw her. She killed my mother. And once you've seen her, she doesn't stop.

I've stayed in the light ever since. It's the only way to be safe.

Now Michael has seen her too, and she's coming for us.

I thought you'd say something like that, Walsh.

How many unsolved murders you had around here?

Not just this year, but in the last hundred?

How many of them involved children?

You're crazy, Walsh.

Crazy isn't what it used to be.

Yeah, Dad? We got him.


What the hell's going on? No, no.

We're all gonna die. Shh.

Roy, you cover the docks, all right? Get going.

What the hell is going on in my town tonight, Matt?

I don't know, Dad.


CAPTAIN HENRY: Matt, take care of this.

MATT: Yeah, all right.

Batten, go see what that was. No, you go see what that was.

I outrank you.

Lead by example and see what it was.

Take a flashlight. Walsh, shut up.

Andy, give me your flashlight.

KYLE: Stay in the light.



Damn it!


Come on.





OFFICER 1: What's going on here? OFFICER 2: Come on!

OFFICER 1: Jimmy, stay with me! OFFICER 2: I'm staying with you!

Matt! Matt?

Go tell Batten I shot his dog. PHIL: You shot Rocky?

No, Phil. I shot at him.

It was quick.


Is she gonna get me?



Oh, man. What the...?

Stay in the light. Shut up.

Get in the light. Batten. Shut up!



KYLE: Get your flashlights! MATT: Over here.

Walsh. KYLE: Don't shoot.

She's in the building. You have to believe me.


Marnie, offices. Roy, check Andy.

Phil and Mark, squad room.

You come with me.

ROY: Oh, my God.

Andy. MATT: Interrogation room.

Get the flashlights. He's pretty bad.

Please, get me a flashlight!


Stay in the light! Don't shoot the lights!

She can't hurt you in the light!

She's making you shoot the lights.

Let's go! Let's go!

KYLE: Don't look at her!

Don't look at her! Key 34!

KYLE: Stay in the light!

Give me the flashlights.







She's gonna go for Michael. Take this.

CAITLIN: It's okay, Michael. It's okay. MICHAEL: Caitlin, come on. It's safe.

Get out from under the bed. Come on, this is ridiculous.

No, you get under here. Come on, Michael.

Get out from under the bed. There's nothing to worry about.

Caitlin, no!




Okay, let's stay under the bed.


What the hell is that?







Go! Run!

Caitlin. Caitlin. Okay.

Get behind me, Michael. Caitlin.



I knew you'd come back.

How do we stop it?


KYLE: It's all right. Come on.

The hospital's losing power. Great.

We need to get out of here now.


DR. TRAVIS: What the hell is that?

KYLE: Go! Go! Go! Go!

Go! Go! Go!

Get out now!

Help me!

The bag.

What? The bag full of flashlights.

Anybody grab it? No.

Damn. We need to get to the lobby.

How long do we have the emergency lights? How long?

Another couple of minutes, maybe. That's all we need to get out of here.

What is wrong with you people? What's he doing here?

I'm calling the police. The police are dead.

All of them? Pretty much.

Where are the stairs? What is going on?

When this hospital goes dark, we're all dead.

Straight through to the old wing.

NURSE LAUREN: I should evacuate the other patients.

It's not after them. It's after us. We saw it. They didn't.

What about us?

If we stay in the light, we stay alive.


CAITLIN: This just keeps getting better and better.

Come on. Go. Go. Go.

All right, you guys, stay in the light, keep tight to the wall, single file.

Stay in the light!


Jesus Christ. Is she okay?


Keep going, Michael.

KYLE: Just stay in the light.



KYLE: Run!


KYLE: Wait, wait. Caitlin?


KYLE: We're gonna have to jump it. DR. TRAVIS: Jump it? Are you crazy?

Yeah, a little bit. Is there any way she can get us?

All right, listen. We're gonna have to jump all at once.

We'll give her multiple targets. Okay?

CAITLIN: Kyle. Go on three.

One. Two. Three!




We got one more to go. You ready? No, I'm not ready.

Kyle, hurry up. We go on three.

One. Two.

Okay. Three!


DR. TRAVIS: Thank God she missed me.

Run! DR. TRAVIS: I'm getting out of here!

MICHAEL: Caitlin! No! CAITLIN: Get up!




Kyle. MICHAEL: Help.


KYLE: Look out!

It's Matt!

Everyone in the car. CAITLIN: Hurry up!

MICHAEL: Go! Go! MATT: Hurry up. Get in the car.


What the hell was that thing?

Did you get them? Yeah.

What are you talking about? MATT: Gas cans.

We're going to the lighthouse. It's got a gasoline-powered backup system. We light that and we're in business.

Don't worry, it's not far.


Why don't we just keep driving?

We're safe in the car.

Jesus Christ!

Goddamn it!


MATT: She's taking out the sirens! Keep going!

MATT: Put your heads down! CAITLIN: Michael!



It's gone. It's gone. It's gone. It's gone.

Matt, you got any lights back here?

There's two kerosene lanterns in the back.


KYLE: This must be it.

CAITLIN: I hope this works. It has to.


Kyle, there's the tank.

Come on.

KYLE: Get all the gas in there.

MATT: There's enough in there to last us a week. Let's go.


KYLE: Let's go. Come on.

All right.

Come on.

Let's go, Michael.

Get up there, Michael.

If that thing hates bright light, then she's not gonna come in here.

Damn it. Come on.

KYLE: What happened? I don't know.

Must be a fuel line blockage. It's not getting to the generator.

CAITLIN: That's encouraging.

KYLE: Lanterns aren't gonna last that long.

We're gonna have to go and fix it. MATT: What do you mean "we"?

You and me. No.

It's the only way to do it, Michael. We'll be right back, okay?

I promise. Kyle.

If anything happens to me, don't look back, just keep that thing off them.

All right, same goes for me.

This thing's gonna kill us, isn't it?


All this over a fucking tooth.

Do you smell that? Yeah, gas everywhere.

Don't drop that lantern, will you?


She comes at you fast, so be ready.

What do you mean "she"? You sound like you know her.

You know, she's been in my life a long time.

Hold up. Wait. Did you see that?

Wait up for me. Stay in the light.

Oh, man. It doesn't look good.

There's gas all over the place. Yeah.

I've just gotta tighten this rag around this leak.

Hurry up, Walsh. This lamp's not gonna last long.

Caitlin, quickly. Here. What, this? Okay.

I need more light.


Get back. Get back in the light.



MICHAEL: The kerosene's almost gone.

Come on. Okay. Oh, God. Okay.



CAITLIN: Jump! Jump!

Michael, get out of the dark!

Come on.

We're losing the light fast.

All right, I gotta move you. I gotta flip the switch before the flame runs out.

Come on. Come on.


KYLE: Hit that switch, Michael.

Go on, Michael.

Get it, Michael. I can't. I'm stuck.

Go, Michael!

This light's almost going out!

Go, Michael!


Michael. Michael.

All right. Wait here, okay?

It's all over.

Come on.

It's okay. Okay. Come on.

I see you, bitch!

It's okay. It's okay, Michael. It's okay.


Just leave this here, Billy.

You're gonna go to sleep now?

Just remember, don't peek.

Tooth Fairy?

It's just Mommy, honey. Go back to sleep.


♪ I've been crossed ♪

♪ Like a river between you and I ♪

♪ Now I am wondering why ♪

♪ I can't remember your name ♪

♪ I can't remember ♪

♪ I've been waitin' ♪

♪ I've been holdin' out ♪

♪ If you think you have the slightest Chance of swallowing me ♪

♪ You should have your doubts ♪

♪ 'Cause it's hard ♪

♪ With your head in the ground ♪

♪ What is lost ♪

♪ What is lost May not ever be found ♪

♪ I can't remember your face ♪

♪ I can't remember ♪

♪ I've been waitin' ♪

♪ I've been holdin' out ♪

♪ If you think have the slightest Chance of swallowing me ♪

♪ You should have your doubts ♪

♪ When everything That you've been wantin' ♪

♪ Is so much more Than you could give ♪

♪ The pressure and the strain Is crumbling ♪

♪ The battle of the wills ♪

♪ I've been waitin' ♪

♪ I've been holdin' out ♪

♪ If you think you have the slightest Chance of swallowing me ♪

♪ You should have your doubts ♪

♪ I've been waitin' ♪

♪ I've been holdin out' ♪

♪ I'm doubtin' You can keep me down ♪

♪ I've been waitin' ♪

♪ I've been holdin' out ♪

♪ I'm doubtin' You can keep me down ♪

♪ I've been waitin' ♪

♪ I've been holdin' out ♪

♪ Take me down ♪

♪ If you think you have the slightest Chance of swallowing me ♪

♪ You should have your doubts ♪

♪ Take me down ♪♪