Darkness Falls (2003)

[bunniefuu]

[♪♪♪]

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."

[WIND BLOWING]

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.

[CLATTERING]

Boo!

That was stupid, Cat.
Wuss.

Hey, did you hear Amber
said "as*h*le" to Miss Alison
in third-period English?

She got detention
for a week.

What are you doing?
Nothing.

Okay.

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.

Uh-huh.

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?

Okay.

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

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

[THUNDER ROLLS]

[BREATHING]

[SHRIEKING]

[GROWLING]

[SHRIEKING]

[SCREAMING]

Kyle?

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.

[SCREAMING]

[CLATTERING]

Mom.

[SHRIEKING]

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.

Okay.

Kyle?

Kyle, this is Dr. Jenkins.

I want you to go with her.

[♪♪♪]

MAN:
Caitlin?

Caitlin.

Sorry.

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.

[SCREAMING]

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.

[BREATHING HEAVILY]

[♪♪♪]

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

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

["CLOSURE'S "LOOK OUT BELOW"
PLAYING]

♪ 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 ♪♪

[PHONE RINGS]

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?

Fine.

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.

Right.

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

When your mother
was k*lled.

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

I didn't.

[TOOTH FAIRY BREATHING]

[♪♪♪]

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.

[LIGHT BUZZING]

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 k*ll me, you know.

No one's gonna k*ll 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.

Kyle?

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

So...

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.

Listen...

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...

No.

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

But these...

[SHRIEKING]

Kyle?
Did Michael just lose a tooth?

Yes, his last one.

But...

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.

Kyle?

Larry.

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.

Caitlin?

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
k*ll anybody, right?

[♪♪♪]

Where's Kyle?

He left.

Is he coming back?

I don't know.

[BRIAN TICHY'S
"HAND OF EMPTINESS"
PLAYING OVER SPEAKERS]

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 sh*t behind, Kyle.

MAN 3: What's wrong?
That's the freak who k*lled 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?

[SHRIEKING]

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.

Caitlin.

I mean, this whole
thing with Mikey...

What the hell are you
doing back here, freak?

I thought they locked you up
for k*lling 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 a*s, 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?

[SCATTERED APPLAUSE]

[CRICKETS CHIRPING]

[SNAPPING]

[YELLING]

[♪♪♪]

RAY:
Eat this!

[TOOTH FAIRY BREATHING]

[SCREAMS]

No!

Keep running, you freak!

I'll find you!

Walsh, I'm gonna kick
your a*s! I'll find you.

These are my woods.
Nobody messes with me!

[SCREAMS]

MAN:
Larry! Larry!

[DOG BARKING]

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

[SCREAMING]

What the hell was that?

Ray! Kyle Walsh!

[MEN SHOUTING INDISTINCTLY]

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?

[SQUAWKING]

Okay, now that
came from over there.

You wait there, Larry.
You got it.

[♪♪♪]

Hey, Matt.

Matt?

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

[CRACKING]

sh*t.

Oh, sh*t.

You're a grown man,
completely safe.

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

[SCREAMING]

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?

Okay.

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...

[GRUNTS]

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 g*dd*mn thing.

Don't let that
happen to Michael.

MATT:
Kyle Walsh.

You're gonna have
to come with us.

[SIREN WAILS]

You ever see anything
like this, Dad?

In this town,
you'd be surprised.

[DOOR CLOSES]

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.

Klonopin.

Darvocet.

sh*t, 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 k*ll 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 m*rder.

He's not a k*ller.

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 k*lled your mother
and you k*lled Ray.
Didn't you?

I need to call my lawyer.

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

Caitlin.

I have to get back to
Michael at the hospital.

CAPTAIN HENRY:
Matt.

Keep working on
your crap story.

Hope you got
a good lawyer.

I can handle this.

[CAT SCREECHES]

Black cat.

Why not?

[♪♪♪]

[LIGHT BUZZES]

[GROWLING]

[KNOCKING]

NURSE LAUREN:
Michael!

Michael!

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 k*ll 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.

Tests.

Michael hates the dark.
Yeah.

That's the point.

Um...

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.

[PHONE RINGS]

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?

[CRASHING]

[COUGHING]

[TOOTH FAIRY BREATHING]

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.

[PHONE RINGS]

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.

[YELLING]

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.

[MACHINE BEEPS]

Dim the lights.

[TOOTH FAIRY BREATHING]

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.

CAITLIN:
Kyle!

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 k*lled 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.

[THUNDER ROLLS]

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.

[GLASS BREAKS]

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.

sh*t.

[RODENTS SQUEAKING]

Damn it!

[RATTLING]

Come on.

[TOOTH FAIRY BREATHING]

[SHRIEKING]

[TOOTH FAIRY BREATHING]

[MATT SCREAMS]
[g*nshots]

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.

Whee.

Is she gonna get me?

Yes.

[TOOTH FAIRY BREATHING]

Oh, man. What the...?

Stay in the light.
Shut up.

Get in the light. Batten.
Shut up!

[BATTEN SCREAMS]

[SCREAMS]

KYLE: Get your flashlights!
MATT: Over here.

Walsh.
KYLE: Don't sh**t.

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

[TOOTH FAIRY BREATHING]

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!

[SHRIEKING AND SCREAMING]

Stay in the light!
Don't sh**t the lights!

She can't hurt you in the light!

She's making you sh**t 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.

[SCREAMS]

[g*nshots]

[TOOTH FAIRY WAILS]

Dad!

[g*nshots]

Dad!

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!

[TOOTH FAIRY BREATHING]

[THUDDING]

[SHRIEKING]

Okay, let's stay under the bed.

[TOOTH FAIRY BREATHING]

What the hell is that?

[SCREAMING]

CAITLIN:
Run!

[♪♪♪]

[DOOR RATTLES]

Hello?

[TOOTH FAIRY GROWLING]

Go! Run!

Caitlin. Caitlin.
Okay.

Get behind me, Michael.
Caitlin.

[GLASS BREAKS]

[SHRIEKS]

I knew you'd come back.

How do we stop it?

[SCREAMING]

KYLE:
It's all right. Come on.

The hospital's losing power.
Great.

We need to get out of here now.

[GROWLING]

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!

[SCREAMING]

Jesus Christ.
Is she okay?

Alex!

Keep going, Michael.

KYLE:
Just stay in the light.

[GROANS]

No!

KYLE:
Run!

[♪♪♪]

KYLE:
Wait, wait. Caitlin?

Kyle.

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!

[SHRIEKING]

MICHAEL:
Kyle!

Alex.

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

Kyle, hurry up.
We go on three.

One. Two.

Okay.
Three!

CAITLIN:
Kyle!

DR. TRAVIS:
Thank God she missed me.

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

MICHAEL: Caitlin! No!
CAITLIN: Get up!

MICHAEL:
No!

TOOTH FAIRY:
Kyle.

CAITLIN:
Kyle!

Kyle.
MICHAEL: Help.

[CAR HORN HONKING]

KYLE:
Look out!

It's Matt!

Everyone in the car.
CAITLIN: Hurry up!

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

KYLE:
Go!

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!

g*dd*mn it!

[SHRIEKING AND YELLING]

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

MATT: Put your heads down!
CAITLIN: Michael!

No!

[CRYING]

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.

[g*n FIRES]

KYLE:
This must be it.

CAITLIN: I hope this works.
It has to.

[CLATTERING]
[TOOTH FAIRY BREATHING]

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.

[SHRIEKING]

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
k*ll us, isn't it?

Probably.

All this over
a f*cking tooth.

Do you smell that?
Yeah, gas everywhere.

Don't drop that lantern, will you?

[GROWLING]

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.

[TOOTH FAIRY BREATHING]

Get back. Get back in the light.

[SCREAMING]

[♪♪♪]

MICHAEL:
The kerosene's almost gone.

Come on. Okay.
Oh, God. Okay.

[TOOTH FAIRY BREATHING]

[ROARING]
[GLASS BREAKING]

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.

[GROANING]

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!

[WAILING]

Michael. Michael.

All right. Wait here, okay?

It's all over.

Come on.

It's okay. Okay.
Come on.

I see you, b*tch!

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.

[VIXTROLA'S "GUNBOAT"
PLAYING]

♪ 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 ♪♪

[♪♪♪]