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.

Kevin and the others reach the hospital, where Kevin has an unexpected and painful encounter with his brother, Mike.

At the hospital, Kevin becomes an involuntary test subject on what drives the Mist; after Nathalie discusses her theories about "The Black Spring," she has a violent encounter with Link.

The gang finds unlikely sanctuary in the psych wing of the hospital; tensions at the mall escalate about the remaining food rations; Nathalie and Romanov have a final confrontation.

Nathalie gains full control of the remaining parishioners; at the mall, Alex and Jay continue to grow closer until Eve intervenes; Adrian and the gang make a stop at Adrian's home; Kevin makes a shocking discovery.

Adrian, Mia and Jonah return with somber news; an enraged Kevin heads toward the mall with Vic; the group at the mall turns on Alex and Eve.

Tensions at the mall finally come to head, and the group makes a discovery which could provide answers about the origins of the mist.