After a violent thunderstorm,
David Drayton (Thomas Jane) leaves his wife Stephanie (Kelly Collins
Lintz), and with their neighbour Brent Norton (Andre
Braugher) goes into town to buy supplies for repairs. David brings his
eight-year-old son Billy (Nathan Gamble) and Norton to a grocery store, where
the patrons notice unusual police and military activity. Moments after a
panicked and injured man, Dan (Jeffrey
DeMunn), runs in warning of danger, a thick mist envelopes the store,
accompanied by earthquake-like tremors and the town's tornado siren. A man
disregards the warnings and is attacked while running to his car.
A mentally unstable religious woman, Mrs. Carmody (Marcia
Gay Harden), decides that this is the beginning of Armageddon.
A shaken woman (Melissa McBride), against objections from the
others, leaves the store to go home to her children and disappears. While
investigating the store's generator, a bag-boy named Norm (Chris Owen) volunteers to go outside, but is
snatched and pulled into the mist by a tentacle connected to an unseen monster.
Norton heads outside with a small group to seek help, only
to be attacked and killed, prompting the rest of the survivors to barricade the
shop-front windows. That night, enormous insects land on the windows and pterodactyl-like
animals attack them, breaking the glass and allowing the creatures to begin
fighting inside the store. One of the insects lands on Mrs. Carmody, but
doesn't sting her because she keeps still during her prayer. As a result, she
starts preaching more and quickly gains followers among the distraught
survivors.
A trip to the neighboring pharmacy to gather medical
supplies goes horribly wrong and two people are killed by giant spiders. Mrs.
Carmody's faction now contains most of the survivors. Two soldiers commit
suicide, and a third, Private Jessup (Samuel
Witwer), reveals that the local military base was filled with rumors about
the Arrowhead Project, the government's attempt to look into other
dimensions, and that the scientists responsible for the experiment may have
inadvertently opened a doorway into a dimension containing the creatures that
are now invading the town. Mrs. Carmody convinces her followers to blame Jessup
and he is stabbed and ejected from the store, quickly falling prey to a large praying
mantis-like creature.
David and a handful of other survivors secretly gather
supplies to flee, but are discovered by Mrs. Carmody. She attempts to have
David and his group sacrificed, but Ollie (Toby Jones)
shoots and kills her with Amanda Dumfries' (Laurie
Holden) gun, horrifying her followers. Realizing all that they have done,
they stand down and allow David's group to leave, but only David, Billy, Dan,
Amanda, and Irene (Frances Sternhagen) make it to the car.
Driving through the mist, David finds his house destroyed
and his wife dead. Devastated, he drives the group south, passing destroyed
vehicles and seeing a gigantic six-legged, tentacled beast. When they run out
of gas, the group decides there is no point in going on. David shoots the
others rather than have them endure horrifying deaths, but is left with no
bullet to use on himself. He leaves the car and waits to be killed, but the
mist suddenly recedes, revealing that the U.S. Army has arrived, rescued
whatever survivors, and restored order. Among the survivors is the woman who left
the store at the phenomenon's onset, accompanied by her two children. David
breaks down with the realization that they were only moments from being rescued
and had likely been driving away from help the entire time.
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