The Mist has settled over town as Eve, Alex, and other mallgoers try to manage the rising panic. Meanwhile, Kevin, Adrian, Mia, and Jonah venture out into the mist to get to Kevin's family.

At the church, Connor locks up Mia, Jonah and Kevin in the basement. Back at the mall, Jay confronts Alex to try and convince her he didn't rape her.

Kevin, Mia, Jonah, and Adrian arrive at an abandoned gas station where Kevin tries to reason with Clay amid fears of the wherabouts of his child. At the mall bookstore, Alex comes face to face with the Mist.