In Bridgton, Maine, artist David Brayton (Thomas Jane), his wife Stephanie (Kelly Collins Lintz), and his son Billy (Nathan Gamble) take shelter in their basement to wait out a severe thunderstorm. The next morning, they notice a thick mist over the lake. David and Billy head for town for supplies, accompanied by their neighbor Brent Norton (Andre Braugher). In the supermarket, they see police cars rushing down the street and a terrified Dan Miller (Jeffrey De Munn) rushes into the store, telling everyone there are dangers in the mist.

When a siren goes off, the managers of the store, Ollie Weeks (Toby Jones) and Bud Brown (Robert Treveiler) close the market and the building is enveloped in the mist. Bagger Norm (Chris Owen) goes outside to fix the emergency generator, but a tentacled creature drags him off into the mist. They barricade the front windows, but a woman goes home to her children. Religious fanatic Mrs. Carmody (Marcia Gay Harden) begins preaching about Armageddon, but Brent and others go for help and die.

David befriends several people in the store, including teachers Amanda Dunfrey (Laurie Holden) and Irene Reppler (Frances Sternhagen), who push back against Mrs. Carmody’s religious zealotry. Amanda has a gun and gives it to Ollie, who is a prize-winning marksman. Enormous flying insects are attracted to the store’s lights, and they are eaten by a alien pterodactyls. A window is shattered, and the insects get inside. Three people are killed. Mrs. Carmody is miraculously spared, making her even more irritating.

David and a small group go to a nearby pharmacy for medical supplies, but a giant spider kills two men, and they have to retreat. Mrs. Carmody offers God’s protection if people convert. The next day, a soldier from the local military base reveals that a government search for alternate dimensions opened a doorway into a horrible dimension and the creatures poured through. Mrs. Carmody and his followers offer him up as a sacrifice by expelling him from the store and he is eaten by a giant praying mantis.

The next morning, David and others prepare to leave the store. Mrs. Carmody demands that Billy be sacrificed, and Ollie shoots her dead. Outside, Ollie and two others are devoured. Bud runs back to the store, to no avail, while David, Billy, Dan, Amanda, and Irene reach David’s car. They drive off through the mist and David finds his home destroyed and Stephanie dead. They drive out of town past a huge six-legged beast, and they run out of gas. They decide to die. David shoots the other four with his last four bullets and steps out of the car to meet the monsters. The approaching roar is only that of military vehicles destroying the monsters and taking people to safety. Davis screams in horror at what he has done.

The film was written and directed by Frank Darabout, based on the 1980 novella by Stephen King. It was Darabout who wrote the dark ending, of which King approved. The film was favorably reviewed and performed well at the box office. Darabout preferred the black and white version that was released on DVD. He also directed The Shawshank Rebellion and The Green Mile by Stephen King. He purposely kept music to a minimum because he thought silence was more frightening, but “The Host of Seraphim” by Dead Can Dance was used by composer Marl Isham.

Jordu Schell, Bernie Wrightson, and Greg Nicotero worked on the creatures, which were scary and wonderfully Lovecraftian in nature, especially coming out of the mist, though the real monsters were the people. The director hired the visual effects studio because they had done the creatures for Pan’s Labyrinth. The movie was praised as frightening without stooping to torture porn, and it was nominated for three Saturn Awards. The artist studio depicted in the first scene was based on that of Drew Struzan, and features his posters for Dark Tower, The Thing, and Pan’s Labyrinth.

Stephen King said he was frightened by the movie, which the director said was the happiest moment of his career. All the books on a wire-rack bookshelf are by Stephen King. Darabout had to work for less money to keep his shock ending. Thomas Jane is known for playing the Punisher for Marvel. Andre Braugher convinced Darabout to scrap a proposed scene about the accident that breaches the dimensions. I have to say I was profoundly affected by the devastating ending. That and the really great acting lifts the movie above the monster genre, no matter how entertaining the creepy creatures.