Kevin, Bryan, Adrian, and Mia run out of the church to the car, and Kevin trips over a boy lying dead on the ground. Mia helps him up and they get to the car, and Adrian gives Mia Connor's gun to shoot open the door. The group gets inside and Kevin takes the gun from Mia. He tells Adrian to give the gun next time someone drops it, and says that a giant moth killed Mikhail. Mia tries to hotwire the car but says that there's something wrong and it won't start. Bryan says that they need to find a working car, and Kevin tells them that there's a gas station around the corner. He points out that the mist thins when they're not there, and they wait until it does so. They then get out and run.
At the mall, several men hold a woman as she panics. Gus and Jay figure that they need to distract oeople, and they find some games to hand out. Gus finds a football and tosses it to Jay, and he tells one of the other teens. When Ray goes over to Ted, Vic, and Zoe, he says that he hopes they're not planning another science experiment. Zoe tells him that she doesn't want to hear about him unless it's date rape, and walks away. Angry, Jay throws the football across the atrium. Alex comes by, picks up the ball, and throws it back to Jay, and then leaves.
At the church, Romanov is playing the piano when one of his parishioners comes in. The priest says that he always believed in the Bible, and he just saw a demon and smoke rising from the pit, and says that his faith is stronger than ever. Romanov wonders if God would forgive any of them if they were judged. He says that it's his responsibility to save the others.
Nathalie is kneeling on the floor and asking if someone is there. Connor asks what she's looking for, and she says that she doesn't know yet. Romanov comes out and asks everyone to gather, but Nathalie continues with her search. The priest says that he just wants to talk to them, not preach, and says that Judgment Day has come. Romanov laughs and says that he's not a Judgment Day type of guy, but until the police comes there he'll do whatever he can to save their souls.
They join hands and Nathalie says that there's no need. She tells him that the mother is a good friend of hers, because they met in her garden the other day. Nathalie doesn't know why it was there but says that she'll find out, and goes back to her search.
The group reaches the gas station and goes inside. They don’t find anyone inside, and a truck pulls up outside. The driver, wearing a gas mask, sees them, comes over, draws a gun, and aims it at them. He then comes in and asks if they got any gas from the pumps. The man recognizes Kevin as Eve's husband, and admits that he doesn't know where he is. He removes his mask and says that his name is Clay Greyson, and his kid is in Eve's class. His boy was outside when the mist came, and figures that he's safe somewhere. Clay shows them a photo of his son--the boy Kevin found dead--and Kevin says that he hasn't seen him. The others stay silent as well, and Mia tells Clay that he should stay there and get some rest. Once Clay goes to move his car in the garage, Mia tells Kevin that they should tell Clay the truth about his son. She figures that Clay can take them to the mall, and Kevin says that he'll talk to Clay.
Nathalie is looking through the books when she finds Connor in the stairwell. She says that she can see that he's not himself, and asks if she can do anything. Connor says that they took his gun, and it means that he failed to do his job. Nathalie tells him that no one can control human nature, and Connor thanks her for the comfort. Romanov comes in and says that there wil be food son. Nathalie stays where she is, saying that her presence makes Romanov uncomfortable, but Connor insists on her going with them.
The second group gathers to eat, and Shelley's daughter Lila says that she's afraid of the dark. Alex describes the story that Kevin wrote about an owl that was afraid of the dark, and offers to take the girl to the bookstore, find a copy, and read it to her. Once they leave, Kimi says that Kevin must be a good guy because Alex adores him. She asks how things are between Eve and Kevin, and says that her former wife was an annoying person so Kimi knows a frustrated person when she sees one. Eve tells Kimi and Shelley that Kevin is a good person and his love for Alex is endless, and he needs her lveo so much that he can't say no to her. Now his feelings put Alex in danger, and Eve is happy that he's not there.
Romanov says grace and sees Romanov reading a journal. She explains that it belongs to one of the first priests who lived there, and it's not the first time nature's come alive. Six people were killed by wildlife in 1860, and eight more followed. When Nathalie talks about the Black Spring, Romanov begs her to look in the Bible because her answers are there, including the answers to her prayer. He asks if she knows what she's looking for, and Nathalie sees a spider crawling on a pew. She tells Romanov that it's what she's looking for, and gently brushes it into a jar. Nathalie thanks the spider and walks off.
Kevin approaches Clay and offers him some food. Clay apologizes for aiming a gun at them, and tells Kevin that cars stopped working at the same time. The truck he's driving is old enough that it doesn't have a circuit board, and it's one of the only ones that work. Clay describes how proud his son Toby was riding in it, and Kevin talks about Alex. He hopes that Clay would drive them to the mall, but Clay says that he's going to need every drop of gas to find Toby. Kevin asks him to sleep on it.
Alex and Lila go to the bookstore and find the book, and Alex reads from it.
Ted and Vic go to the parking lot door and Vic takes out a spear gun that he found in sporting goods. He points out that nothing came for the dead soldiers that they wheeled out, and the two teenagers open the door and Vic fires the spear gun into one of the shopping carts.
Lila hears the shot and Alex tells her that it's fine.
Vic and Ted reel in the shopping cart, and then they pull in the other cart.It gets stuck, and Ted follows the line out to free it. Something pulls the line out of Vic's hands, and he closes the door. Something throws Ted against the door glass.
Alex hears the noise and goes to investigate.
As the mist fills the room, Vic yells for help. He runs through the bookstore and out into the atrium, yelling for help, as the mist fills the bookstore. Alex finds Lila and tells her that they have to go. Something black and vaguely humanoid ominous rises up out of the mist, and Alex and Lila run.
Jay and several of the men follow Vic back to the book store, and they see the shape in the mist. Eve arrives and wants to open the door, but Jay warns that they'll all die if they open it. Lila reaches the door, and the black figure grabs her. Her skin blackens and when the thing lets her go, Lila collapses dead as Shelley cries in anguish.
The figure approaches Alex and solidifies.
Eve breaks into tears as she figures that Alex is dead as well. Alex steps out of the mist and comes through the door, and Alex says that she fought it hard as she could.
Nathalie looks at the spider in the window. Romanov and Connor discuss Nathalie and Romanov says that she referred to the spider as God. The priest warns that she will be judged for idolatry, and Connor says that when he was outside he felt that the mist knew him. He goes to the window and puts the spider in the jar for Nathalie.
Clay prepares to leave, saying that he has to look out for his boy. Kevin says that he needs to find his family, but Clay refuses to give in. Mia asks if Kevin is going to take caer of it, and finally tells Clay that they saw Toby's body outside. He figures that they're lying to get his truck, and Mia yells at Kevin to tell Clay the truth. Kevin finally says that he told them not to tell Clay because he didn't want to take away his hope. Clay aims his gun at them and yells that he will kill them all. Bryan grabs him and wrestles for the gun, and Kevin draws Connor's gun but hesitates. The gun goes off, taking Bryan in the leg, and Clay apologizes. The others put pressure on Bryan's wound, and Mia tells Clay that if they don’t get Bryan to the hospital then he'll die.
Vic tells the others that they were trying to do the right thing but messes up. Gus says that Zoe was closer to Ted than any of them and she should have a chance to speak. Zoe reminds them of the rule they made that anyone who endangers the group gets thrown out. Jay suggests that they wait for his father, but Zoe says that he's a pussy. Gus announces that they should put it to a vote, and the vote is to evict Vic from the mall. Vic says that they're killing him, and Zoe just looks at him and walks away. Gus has someone prepare a backpack for Vic.
Nathalie talks to the spider in the jar, and one man says that she's scaring his wife. The old woman insists that Mother Nature knows what she's doing and so will they if they watch the spider. Romanov finally confronts Nathalie and says that he needs her to kill the spider and save herself. Nathalie refuses, and Romanov yanks it from her, dumps it on the carpet, and stomps on it.
Jay and the others get Vic the backpack, and Gus insists that they voted that he leave. Vic goes out out on his own, swears at them, and walks off into the mist.
Romanov tells the others that he tried to help Nathalie's soul get to Heaven. Nathalie steps forward and says that she can tell them what is happening. Romanov says that no one is interested, but Conno says that he is. Baby spiders spread around the inside of the jar.
The second group gathers to hold a service for Lila. Alex breaks into tears and tells Eve that she didn't do anything. She just waited for it to kill her, and it looked at her and left. Alex wonders why it didn't want her. Shelley, hearing her, goes to the atrium and says that she doesn't want to be with the second group anymore. Gus says that she's welcome with them. Shelley tells Jay that he was right and Alex is a liar.
Kevin tells Clay that they need to go, but Clay says that he needs to look for Toby. The man insists that Toby is out there, and Kevin and the others leave in the truck. Clay opens the garage door for them and they drive off. Once they're gone, Clay walks off into the mist.
Written by Gadfly on Jul 14, 2017