Everyone arrives at the mall, and Connor sacrifices Jay to the Mist. Kevin confronts Adrian, and Gus and the others prepare to exile Alex and Eve from the mall.

Vic decides to stay behind and finds Kevin. Meanwhile, Adrian finds Eve and Alex at the mall, and Jonah finds someone from his pre-amnesia life.

Kevin and the others with him stop at Adrian's house so that Adrian can say goodbye to his parents. Meanwhile, at the mall Shelley turns the others in her group against Alex, and Gus takes drastic measures. Meanwhile, Nathalie convinces Connor and two others to join her.

Romanov and Nathalie hold a trial by ordeal to determine which one the church group should follow. Meanwhile, Eve secretly listens in on the other mall group, Mia takes opiate blockers to break her addiction, and Adrian faces a new danger.

At the hospital, Kevin meets someone intent on using him as a test subject to determine how the mist kills. Meanwhile, Mia goes home while Jay saves Alex from an unexpected danger.

When Kevin and the others reach the hospital, they discover that the OR is cut off by the mist. Kevin's brother is dying, and Kevin must make a perilous trip and a dangerous operation to save him. Meanwhile, Mia meets someone with Bryan's name.

Kevin, Mia, Bryan and Adrian make it away from the church, and meet a grief-stricken father looking for his son who has a truck that works. At the mall, Vic and Ted let the mist into the mall, and Alex faces what lies within it. Meanwhile, Nathalie believes that she finds the key to the mist, but Romanov isn't convinced.

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.

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.

In the small Maine town of Bridgeville, teenager Alex Copeland is apparently raped at a party. However, the crime--and the townspeople's belief that she's lying--is nothing compared to the mysterious mist that soon settles over the town... and the people who die in it.