Frank Darabont gets his teeth into one of Stephen King's favorite themes — how quickly panic corrodes the veneer of civilization — with this downbeat adaptation of King's novella. Before the mist rolled in, commercial artist David Drayton's (Thomas Jane) most pressing problem was maintaining an uneasy truce with the obnoxious, high-powered New York lawyer, Brent Norton (Andre Braugher), who weekends at the house next door to the picturesque lakeside house Drayton shares with his wife and 9-year-old son, Billy (Nathan Gamble). After the mist, which drifts in on the heels of a freak electrical storm that sends a tree crashing through the wall of David's studio, everything goes to hell. Hell-central is the Food House, the all-in-one store where everyone is stocking up on groceries and repair supplies, trading theories about the weird weather, wondering why soldiers from the high-security military base in the hills are hoofing it out of town and whispering about popular local Dan Miller (Jeffrey DeMunn), who comes in panicked, bloody and claiming that there's something in the mist. He's right, of course. Lots of somethings unleashed by the Army's "Arrowhead Project," a classic exercise in meddling with matters better left alone. The power is out, there's no phone service — cell or landline — and shoppers who venture into the mist don't come back… at least not in one piece. The rest hunker down and divide into squabbling factions, with Drayton advocating for cautious pro-action, pigheaded Norton leading the deniers who insist there's a simple explanation for all this, and religious fanatic Mrs. Carmody (Marcia Gay Harden) stirring up the sheep with dire visions of judgment-day hellfire. The movie has a monster problem — the more you see of them, the less scary they are — most of the characters are standard-issue types, and Harden seriously overdoes the pious psycho bit. But Darabont — who also adapted King's SHAWSHANK REDEMPTION (1994) and THE GREEN MILE (1999) — makes it play surprisingly well, and if he doesn't quite make the story work as a pop allegory about mob mentality and the wages of fear, he does take it to a significantly darker place than King imagined.