"A thick fog enshrouds a coastal town. The fog is reminiscent of one 100 years earlier that wrecked a ship and drowned the seamen aboard. Sure enough, the sailors are back and out to kill whomever they find."

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NOTE: This Spoiler was sent in by HorrorFreak889. who says..."Definitely one of the best horror movies of the year. This remake had a more in-depth storyline to it, which made the movie even better."

The movie starts out 100 years ago at sea. We see a large ship that looks like the Mayflower. There are hundreds of passengers, Mothers, fathers, sons and daughters having a great time. Out of nowhere, a fire breaks out and causes a massive panic. People are burning to death and others are jumping overboard. There is a lot of screaming and chaos. We see four guys get into a lifeboat and sail away. Father Malone, Father Williams, Father Castle, and Father Wayne all look at each other with a secretive look. Out of nowhere, something pops out of the water and pulls the four men into the water.

100 years later...

We cut to the small island of Antonia Bay. We hear the voice of Stevie Wayne (Selma Blair, one of my personal favorites) talking over the radio. She runs the KAB radio station located in the lighthouse. Stevie says it's another beautiful day on the island. She also mentions that it's the 100-year anniversary of the island. Cut to a memorial located in the middle of town. Kathy Williams (Sara Botsford) and Tom Malone (Kenneth Walsh) are councilmen. They introduce the new statue memorial of the four founding fathers of Antonia Bay. Once again the founding fathers are: Father Malone, Father Williams, Father Castle, and Father Wayne.

We meet Nick Castle (Tom Welling) and his friend Spooner (DeRay Davis) on a boat in the ocean. 'Seagrass" is the name of Nick's boat and he owns a fishing business titled "Castle and Son". They dock their boat and go back to their office. Spooner asks Nick about his love relationship with Stevie and the two joke about it. Nick says that he dumped Stevie for a girl named Elizabeth Williams (Kathy's Daughter, played by Maggie Grace) who is in New York for six months now. Nick really misses her.

That night, we go the radio station and see Stevie wrapping up another great night of radio. She gets a call from Dan the weatherman (Johnothan Young) Dan says that Stevie should alert the listeners about a fog bank rolling in off shore. Stevie says she didn't see it on her radar, but Dan interrupts her and says it's all over his radar going due west. "What kind of fog goes against the wind?" Stevie asks. Dan says he doesn't know and the two say goodnight. Later on that night, we see Nick driving along a dark road in his truck. He comes across a hitchhiker and decides to stop. The girl comes closer to Nick and we see that it's Elizabeth. Nick gets her in the car and the two catch up on old times. Elizabeth says she has just had it with New York and it was time to come back to her hometown.

They drive off to Elizabeth's house. Elizabeth kisses Nick and tells him goodnight. Elizabeth goes in to greet her mom. The two argue about why Elizabeth left in the first place. Elizabeth storms out and sees Nick still waiting in the driveway. "30-seconds...that's even longer than last time", Nick says. Nick says he will bring Elizabeth back to his house. The two smile, kiss and drive off. As the two are driving, they run into Father Malone's car (Played by Adrian Hough). Father Malone is drunk. He gets out of the car and says that he is glad to see Elizabeth back in town. Nick drives to his office and tells Elizabeth to wait in the car while he runs in and gets something quick. Elizabeth, decides not to listen and wanders around the street. Out of nowhere, a creepy man comes up to Elizabeth and hands her an old gold stopwatch. The watch is covered in rust and damaged by water. The creepy man says he found it out by the shore. Elizabeth examines it and sees three small symbols on the back of the watch.

We go to Spooner and his three party friends (one guy, two girls) out on Nick's boat. There are two girls in bathing suits dancing and drinking while Spooner videotapes it all. One of the partiers notices a thick fog approaching the boat. The water starts to rock back and forth and the party soon comes to a stop. Spooner and his party friends go inside the cabin of the boat as the fog surrounds their boat. Spooner notices a large object on his radar. He looks out of the window, through the fog and a large ship comes passing by. On the ship we see dark figures just standing their carrying swords and knives. The group freaks out as the ship disappears into the distance. Spooner steps out of the cabin with the guy while the two girls wait inside. Suddenly very loud banging noises are heard and we see a hand come up against the glass of the cabin window. The two girl's dead bodies are thrown at Spooner and the guy. Suddenly, a knife comes flying into the guy's eye, killing him. Spooner stands there and the screen fades to black as we hear Spooner screaming.

Even later that night, we cut to Nick and Elizabeth in the shower together kissing. Soon later they go to bed. A fog approaches Nick's house. Loud banging noises are heard and Elizabeth wakes up with a surprised look. Nick wakes up and asks Elizabeth what's wrong. She says she keeps seeing people burning and screaming to death. She adds that she has been having the same nightmare for a while. That is why she came back to Antonio Bay. Nick goes back to sleep and Elizabeth wanders around the house. As she is looking around the house, she sees muddy footprints on the ceiling above her. Suddenly, loud banging sounds are heard on the back door. Elizabeth goes into the backyard, and down by the beach. We see a black shadow run behind Elizabeth. She then sees footprints in the sand coming from the water. She gets nervous and goes back to sleep.

The next morning, we see Stevie in bed just waking up. Her son Andy (Cole Heppell) comes running in her room and wakes her up. He says he found something down by the beach. He hands the object to her, and it's a small rusted hairbrush with the three small symbols written on the back. Andy asks if he can go to the radio station with Stevie today but she says no because she has a very busy day today. She mentions that Aunt Connie will be babysitting Andy today. Andy says he can't stand her because all she does is watch Jeopardy and ignore him.

Later on we see Elizabeth stop by town hall. She sees her mom there with Tom. Elizabeth walks over to the bookshelf and searches through the books to find the three small symbols. Just as she comes across it, Nick comes in and says that Spooner and his boat are missing.

Cut to Nick and Elizabeth down by the docks. One of the coast guards says Spooner took Nick's boat out last night and never returned. Nick and Elizabeth borrow a boat and set off to find Spooner. Not long after, they come across Nick's boat, which looks deserted. The two climb aboard and search around. Nick finds a dead body in the basement of the boat, while Elizabeth finds Spooner hiding in the freezer. Spooner is alive, just frozen. They bring Spooner back to the dock and he is taken to the hospital. There he is asked what exactly happened. "They killed them...the fog killed them" Spooner says. Elizabeth walks into the morgue section of the hospital and finds the three bodies of the party kids in body bags. One of the body bags moves and out steps one the guy who got the knife in his eye. He walks over to Elizabeth, grabs her and yells out "Blood for blood!” She screams, and Nick comes in and tells her she was probably just imagining it and she should go relax at his house.

Cut to Elizabeth at Nick's boathouse. She falls in the water and gets her foot caught in some seagrass. She nearly drowns, but makes it up to the surface. She grabs onto the walls and the walls crumbles a bit. A small diary pops out and Elizabeth grabs it. On the cover it says Father Malone's name along with the three symbols that Elizabeth has been seeing.

Elizabeth goes to visit Father Malone at the cemetery. He is packing his bags to leave. He tells Elizabeth to get off the island as soon as possible. He adds that something big and dangerous is coming to the island. Elizabeth hands him the diary and Father Malone says it belonged to his ancestor, who just so happens to be one of the four founding fathers of Antonio Bay.

We go to Stevie at the radio station. Night is approaching as clouds roll in. She examines the hairbrush closely. Suddenly sparks start coming out of the radio station equipment, and the brush blows up in flames. This sets one of the radio station walls on fire. Stevie puts the fire out and left is the three symbols in ashes on the wall. Stevie stares in shock.

That night, we see Andy by the beach. He sees a large fog bank approaching, even larger than the first one. We see that creepy man who was bothering Elizabeth before digging up more rusty items like the stopwatch one. He digs up a thick rope in the sand that seems to be coming from the ocean. He follows the rope and gets pulled into the waves. Andy sees this and freaks out. He runs back home as the fog chases him. He busts through his backdoor and Aunt Connie closes it. Aunt Connie notices the fog, but doesn't think anything of it. Andy runs into his room.

We go to Stevie at the radio station talking to Dan the weatherman. There's a web cam hooked up on her computer so she can see him. Dan tells Stevie that there is a huge fog rolling in. Stevie says how all the fog lately has been really creepy. Out of nowhere, loud banging noises are heard pounding at Dan's door. Stevie tells him not to answer it, but Dan answers it. Dan goes outside as the fog surrounds him. We see a dark figure approach Dan. Dan drops his canteen candle, which causes to set himself on fire. We then see Dan's whole body go up in flames as the ghost throws Dan through the weather station. Stevie sees this on the web cam and freaks out. She is now convinced there is something lurking out in that fog. She calls over the radio to Andy telling him to lock all the doors. Stevie then says to anyone listening, to find Andy and bring him to her. We quickly cut to Nick, as he hears Stevie's cries for help. Elizabeth hops in Nick's truck and the two drive off.

Stevie gets in her car and drives down a dark road. Her car comes to a stop and she can't start it back up. Fog starts coming through the woods and surrounds Stevie's car as she stares in shock. Out of nowhere, Stevie's car is hit by a passing 18-wheeler and her car is sent flying down a cliff and into the ocean. The car sinks as Stevie freaks out. She gets her seatbelt undone and tries to open the car doors, which are locked. A ghost comes popping up against the window and Stevie screams as she makes it to the surface. The ghost pulls her down again, but she gets free.

Cut to Aunt Connie doing dishes. The water from the sink gets sucked out. Out of nowhere a hand comes up through the drain and grabs Aunt Connie. She backs away and she notices her skin starts to turn to ash. Her body then completely turns to ash and Andy finds her dead body on the ground. He freaks out and hides in his room. The fog starts to come through the cracks in the door and Andy hides under the covers. Nick and Elizabeth arrive to Andy's house and pick him up in the truck and drive off.

We go to Spooner who escaped from the hospital. He meets up with Father Malone and the two decide to leave town together. Cut back to Nick, Elizabeth and Andy in the truck. They are driving through the thick fog, which has completely engulfed the town. Nick can't see where he is going, so they crash into a boat that is oddly in the middle of the road. Everyone is ok and they climb out of the wrecked car. Stevie shows up and hugs Andy. Nick says they have to get inside fast. The four run to the Town hall building where they meet Tom and Kathy Williams. Spooner and Father Malone also show up.

Elizabeth looks out the window and a flashback takes place. This is where everything is explained. It turns out, that the four fathers who founded the town, killed the people aboard the ship exactly 100 years ago. The four fathers set fire to the ship killing all the innocent people, because the fathers made a money deal with the captain of the ship, which didn't work out. Now, all the innocent people who were killed aboard that ship have returned to Antonio Bay for revenge on the ancestors of the four fathers. We then see various clips of people burning and drowning. We mainly focus on the captain and his mistress who are drowning together. We notice that the captain's Mistress looks exactly like Elizabeth. Now that everything has been explained, lets continue.

Stevie looks out the window, and sees all the ghosts surrounding the town hall. Fog starts leaking into the building and everyone panics. The fog corners Kathy Williams. Suddenly, she is pulled through the window and is sucked up by the fog (Defiantly a cool scene!). The ghosts then go over to Father Malone who is standing near glass cabinets. The ghosts break the glass and we see floating glass pieces surrounding Father Malone. He is trapped. The ghosts send the floating glass pieces into Father Malone's body, killing him. The ghosts then go over to Tom. They throw him through the front doors and the ghosts drag his body into the cemetery.

Hundreds of ghosts are seen standing around Tom who is begging for his life. The captain ghost goes over and sets Tom on fire, killing him. Elizabeth comes running out to the cemetery and goes up to the captain ghost. The captain ghost goes over and kisses Elizabeth. Elizabeth is then turned into a spirit. Elizabeth and the captain's spirits hold hands and walk away along with all the other ghosts. The fog disappears and the sun comes out. Everything is over.

The next morning, we see Stevie and Andy at the radio station. Stevie says over the radio that the people of Antonio Bay aren't exactly sure what happened last night, but they are ready to move on. We then see Nick and Spooner out on Nick's boat. We can see that Nick misses Elizabeth.

Roll Credits...

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