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| Thomas Jane | David Drayton |
| Marcia Gay Harden | Mrs. Carmody |
| Laurie Holden | Amanda Dumfries |
| Andre Braugher | Brent Norton |
| Toby Jones | Ollie |
| William Sadler | Jim Grondin |
| Jeffrey DeMunn | |
| Frances Sternhagen | Irene |
| Alexa Davalos | Sally |
| Nathan Gamble | Billy |
| Chris Owen | |
| Sam Witwer | |
| Robert C. Treveiler | |
| David Jensen |
After a powerful storm damages their Maine home, David Drayton and his young son head into town to gather food and supplies. Soon afterward, a thick fog rolls in and engulfs the town, trapping the Draytons and others in the grocery store. Terror mounts as deadly creatures reveal themselves outside, but that may be nothing compared to the threat within, where a zealot calls for a sacrifice.
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