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Romy and Michele are two former schoolmates who have also been roommates for ten years after the time they graduated, and their lives are far from successful, they can’t even get a date. As the 10-year class reunion approaches they try to do something to make an impression on other former schoolmates and finally decide to act as though they are very rich business women who invented Post-Its.

A well-known actor, who hasn’t accepted a role in four years, is considering a project. The cousin of the director drives him to Archie’s Ranch Market, in Carson, and drops him off to do a little research. He’s fascinated by one of the checkers, Scarlet, a young woman from Spain with a preternatural ability to ring up items at the cash register. She hates her job, stuck at the 10 items or less lane. The actor chats her up, and when her shift ends, he asks for a ride. In the course of the afternoon, he helps her prepare for a job interview. She needs to have confidence, he needs to commit. Human contact, however brief, can change people.

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.