In Maine, the residents of Darkness Falls are all aware of the legend of Matilda Dixon, an old woman who was tragically murdered by a mob in the 1800s because the townspeople thought she was killing children. Now Darkness Falls has to contend with Matilda's supernatural wrath. Childhood friends Kyle (Chaney Kley) and Caitlin (Emma Caulfield) return home to uncover the truth behind the legend after Caitlin's little brother (Lee Cormie) has recurring nightmares about Matilda.