It takes approximately fifteen minutes for writer-director Frank Darabont's adaptation of Stephen King's The Mist to set everything up, introduce most of the characters, and really get going. After that, it takes about another ten minutes or so for things to really kick into high gear. And then, as Darabont unleashes a steady pace of unrelenting tension, The Mist weaves a spell of grim futility that creates an overwhelming sense of hopelessness. By the time the film is over, chances are you will be emotionally devastated, feeling not unlike you've been kicked in the stomach so many times you are about puke up your guts as well as your soul. And that's not really a bad thing.

Following a devastating storm that has wrought massive damage on a small community in Maine, artist David Drayton (Thomas Jane) heads to the town supermarket to pick up supplies. David is accompanied by his young son Billy (Nathan Gamble), and his neighbor Brent Norton (Andre Braugher), with whom he has not had the best relationship. But in the wake of the storm, with both of them having sustained serious property damage, both men seem to have come to a sense of mutual respect. But things quickly fall apart in the crowded grocery store, filled with other people also looking to stock up on supplies. A strange mist begins to creep in and settle over the town, and as David waits in the check-out line, he and everyone else notices the caravan of police cars and fire trucks headed toward some unknown disaster. Suddenly, Dan Miller (Jeffrey DeMunn) comes running into the store, screaming that there is something in the mist, and that it has attacked someone. Before anyone can comprehend what has happened, some sort of earthquake rocks the town, and it isn't long before some vicious looking creatures make an appearance, letting everyone know that there is in fact something lurking in the mist. Trapped inside the store, with all forms of communication shut off, the small microcosm of society quickly begins to fall apart. With the fear dominating everyone's emotions, it is the mentally unbalanced Bible-thumper Mrs. Carmody (Marcia Gay Harden) who emerges as a fanatical leader, spitting Old Testament fire and brimstone warnings of the end of days. But those few that don't buy into Carmody's dogmatic rhetoric--which includes David--soon find themselves more in danger from those awaiting God's fury than they do from the monsters outside.

Adapted from the novella by King, The Mist was inspired by George Romero's Night of the Living Dead, the seminal 1968 film about a group of survivors holed-up in a farm house who succumb to the inability to communicate or think rationally, even though there is the seemingly greater threat of the living dead outside. Romero's film, which itself was inspired by Richard Matheson's novel I Am Legend, was an examination of how quickly society falls apart, how fragile humanity is, and how no threat is greater to human beings that other human beings. And that is the exact same thing that The Mist has to say.

Taking some liberties with the original source material, Darabont creates what is essentially a B-movie with a very impressive pedigree. The emphasis is placed more on the drama and the tension than actual scares, resulting a film that is equal parts horror and psychological thriller. By the measure of more traditional horror films--those that rely on cheap scares caused by something jumping out of the shadows while the musical score hits a few harsh cues--The Mist may fall short. And that's not to say there isn't some balls-out horror moments, most notably a siege on the store by a swarm of deadly creatures, followed by an ill-fated trip to the pharmacy next door. These two moments alone are up there with some of the better moments of films like Aliens. But where The Mist hits supreme heights is in the psychological scares--those moments that force you to think and feel. And this is also where The Mist leaves its audience devastated.

By the time The Mist enters into the third act, it has firmly established itself within some very solid horror conventions, while simultaneously defying the same trappings we've come to expect from films like this. This is most noticeable in the film's heroes, led by David, who as an artist is far from being a man of action. The same can be said for the diminutive Ollie (Toby Jones, who starred as Truman Capote in Infamous), and seventy-something Irene (Frances Sterhagen), who are among the survivors who rise to the occasion of playing hero. In fact, Jones and Sterhagen do a solid job of stealing Thomas Jane's thunder.

But as the film moves toward its conclusion, a creeping feeling not unlike the deadly mist that has plagued our heroes for nearly two hours begins to settle in, and we begin to suspect that things may not end all that well. And without giving away any specifics, The Mist has perhaps the most emotionally disturbing ending of any film in memory. We're talking more fatalistic than Romero's Night of the Living Dead or John Carpenter's The Thing. Hell, not even Easy Rider or Beneath the Planet of the Apes can compare to the emotional devastation Darabont packs into the film's final fifteen minutes. The Mist is so grim and emotionally brutal, you walk away feeling the need to watch something a bit more uplifting, like Zack Snyder's remake of Dawn of the Dead.

All of this said, The Mist does have some flaws. The religious fanaticism of Mrs. Carmody gets laid on pretty heavy, to the point you feel like saying, "Okay, we get the message." And for a film that uses almost no music whatsoever--to incredible effect I might add--The Mist loses some points for the overwrought musical score that diminishes the finale. Likewise, Jane's performance near the end of the film almost becomes a distraction, especially in conjunction with the music. You almost get the impression Darabont pussied out, fearing his end was too intense, so he attempted to soften it a bit by having some bad music play out as Jane's acting provides some sort of diversion.

Still, despite some moments that don't completely work, The Mist is an incredibly solid film, that goes far beyond being effectively creepy or scary, and becomes simply disturbing. Darabont, who is one of the few filmmakers to actually successfully adapt Stephen King to film with The Shawshank Redemption and The Green Mile, has crafted a wonderful mix of drama and horror, the likes of which are seldom seen in other genre films. And as a final warning, let me say that anyone with young children or anyone who is disturbed by films that put children in peril will want to think twice about seeing The Mist. But everyone else should feel free to go get the shit scared out of 'em.