Byron and Rufus are lost in the woods. The mist rolls in and only one makes it out. 

Rufus is killed in horrific fashion by the mist, and the mist immediately becomes enemy number one. Nobody kills a beautiful German Shepherd and ever has a chance of redemption.

Eve is placed on administrative leave for teaching sex topics to her students that the board didn't approve. Eve doesn't want the students to have sex, but she knows they will. The board wants to bury their heads in the sand. 

Her husband doesn't want to move, but he would to make her happy.

Local environmentalist Natalie is their neighbor. She wishes they'd all ride their bikes to the football game because she read it's the short trips that leave the largest carbon footprint. 

When a man and woman begin a deathly fight in a barn, all of the cows coil in horror.

The teacher who just got suspended for teaching sex to students won't let her 16-year-old daughter go to a celebratory party for the football players. Her husband argues the point, but it doesn't help. Instead, he says if can get Adrian to go with her, she can sneak out for a couple hours after her mom falls asleep.

Alex and Adrian get to the party and whoop it up as if they're not a couple of nerds. That gets Adrian tossed around the party so Alex's crush comes over to save the day.

Meanwhile, Bryan gets to the police station raving about the mist and is locked up in a cell.

The cow woman goes to a home where she is told an old lady is dead. The couldn't find her daughter. Take it up with the estate lawyer.

Alex isn't at home in the morning. She woke up in the morning. She was drunk and the bed was bloodied. Adrian said it was Jay. Needless to say, Eve isn't pleased.

Since Bryan doesn't remember anything, they keep him locked up.

The police go to the school to pick up Jay for sexual assault. It's hard to read his face, but he doesn't put up a fuss.

Natalie continues gardening. She's looking at a moth on her hand and notices about 100 frogs bouncing up from the water. Sorry. Toads. Birds begin flying from the trees, as well. The moth might have bitten her before it flies away.

The doctor shares what she knows from Alex's rape kit with Kevin. It will show who but not that it was rape. 

Back home, she doesn't know what to do because even if she listens to music, it will be the first song after, you know. 

While Kevin and Eve are in the kitchen talking about how she's been the hated mom for 16 years because she said no, someone throws a brick through their window. They also write whore on the street in front of their house.

Kevin's dad is talking to him as if he did it, and it doesn't sit well with Jay, who is still unreadable. 

Cow woman is doing drugs in a cheap motel room and picking up a snazzy pistol before going to her truck and probably back to her mom's house. She's heading into the shed, which is locked. She kicks down the door and begins digging inside. Whatever she buried is only inches below the dirt when the new owner comes in with a shovel. He grabs her gun looks inside the bag. Cash and a passport.

She takes off, but the police drive right into the cemetery where she's standing in front of the "old woman's" grave. I'm sorry, but the dude who own the house now looks like he was born in about 1955, so I don't know why he's calling the woman who died "old."

Cow woman is tossed into the cell next to Bryan, who immediately starts talking about the mist.

Eve is leaving Kevin. She spent her entire life around guys like Jay. He needs to get the window fixed and then go up and join them.

Natalie is checking out the Bridgeville post from 1868 or so to look for similarities between what she witnessed with the animals.

While Kevin is in the police station, another officer brings in Adrian. They hear a car skidding outside and go to investigate. It sure is getting cloudy out there.

Eve is apologizing to Alex, trying to explain she's been protecting her daughter. Alex says she's not protecting her, but just trying to keep her from doing what she did. What does she mean, Eve demands. Everyone knows. It's a small town. You were a slut. She gets a right smack across the face.

Alex calls Kevin. She doesn't want to get out, but something. Something!

The mist is overtaking the town, and when Kevin and the mean cop dude go inside, the goofball afraid of big, giant bugs is overcome by them. They want to get in the car and go. Kevin wants to get Adrian.

Natalie and her husband walk out of the library and get lost. There are trees in the wrong place. Her husband says they should go back inside. Then a man wanders up, wondering if they're real. Before they can really say yes, the dude shoots her husband in the forehead and then himself in the face. Suddenly that mist doesn't look so beautiful anymore. She makes it to a church.

Kevin hears Bryan calling help. He goes back to check on him and Cowgirl. Adrian wants to leave her rot. Adrian likes to threaten people and act like a brat. 

Mean officer guy takes the hell off in the car, leaving everyone else inside because he's ascared.

Eve is confronted by Eric's mother in the mall, but Eve puts her in her place. As she's getting ready to leave, she notices the mist outside. It's a little thick.

Alex is stumbling around in the parking lot. She sees mutilated, twisted dead people. They hurry back into the mall. Alex tries to stop Eric and his mother from going out into the mist, but they don't listen. So you know they're going to be killed. Their screams say I'm right. Now we just wait for them to be thrown against the glass. 

Oh! It's Eric's mom who loses her jaw. The mist is doing some pretty nasty things to people with their fears, me thinks.

Kevin thinks Connor is going to be waiting outside, but in fact chubby selfie guy comes in because he's been surviving with the bugs for like EVER out there. While one is crawling out of his mouth toward Kevin, Cowgirl shoots him in the head.

Eve assures Alex she's safe at the same time Kevin tells Cowgirl he trusts her.