Located off the coast of Oregon, Antonio Bay may seem like a quiet place to get away to for a spot of fishing, but it has a dark history and was founded on blood. The wealth that helped it thrive once belonged to a group of lepers in search of a home - but they never made it; they died horribly at the hand of the town's founding fathers who set their ship on fire.

Now, years later, the desecendants of those murdering pioneers are about to pay. Within the descending fog are the malevolent spirits of the dead - led by the long dead and decaying Captain Blake (Rade Serbedzija) - who are returning to wreak revenge.
Among the townspeople are radio deejay, Stevie Wayne (Selma Blair) who broadcasts from atop the island's lighthouse, charter boat skipper, Nick Castle (Tom Welling) and his ex-girlfriend, Elizabeth Williams (Maggie Grace), who suddenly left Antonio Bay six months earlier but who has now returned after experiencing horrific nightmares that hint at the terror that is about to befall the community.
As the fog seeps through Antonio Bay and it's residents meet gruesome ends, it's up to Nick and Elizabeth to unravel the mystery to avoid the wrath of the vengeful dead.