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After a violent storm attacks a town in Maine, an approaching cloud of mist appears the next morning. As the mist quickly envelops the area, a group of people get trapped in a local grocery store -among them, artist David Drayton and his five-year-old son. The people soon discover that within the mist lives numerous species of horrific, unworldly creatures that entered through an inter-dimensional rift, which may or may not have been caused by a nearby military base. As the world around them manifests into a literal hell-on-earth, the horrified citizens try desperately to survive this apocalyptic disaster.

After an experimental bio-nerve gas is accidentally released at a remote U.S. military base in Texas, those exposed to the gas turn into flesh-eating, mutating zombies out to kill. An assortment of various people who include stripper Cherry, her shady mechanic ex-boyfriend Wray, a strong-willed doctor, the local sheriff, and an assortment of various people must join forces to survive the night as the so-called “sickos” threaten to take over the whole town and the world.

Samual L Jackson plays a businessman who sinks $200 million into a special project to help fight brain cancer. As part of this project, medical biologist Susan McAlester (Saffron Burrows) rather naughtily figures out a way to genetically embiggen shark brains, so that cancer-battling enzymes can be harvested. However, the shark subjects become super smart and decide they don’t much like being cooped up in pens and being stabbed with hypodermics, so they figure a way to break out and make for the open sea…