During a boating trip, Nick Castle and his friend Spooner unwittingly disturb a bag containing a pocket watch and a hairbrush from the "Elizabeth Dane" lying on the seabed. That night, Nick meets his former girlfriend, Elizabeth Williams, who has returned after six months. Elizabeth is shown the antique pocket watch by Machen, an old man who found it washed up on the beach. He warns her ominously ""if you touch it, things will change"". The watch begins ticking as Elizabeth holds it. She sees a hallmark on it, which includes a set of scales. Later, supernatural occurrences start to plague the town. Objects move by themselves, power outages occur, and the windows in Nick's truck inexplicably shatter. Nick and Elizabeth then encounter drunken priest Father Malone, who is ranting about murderers and retribution. Meanwhile, at the local radio station, host Stevie Wayne gets a phone call from weatherman Dan about a large fog bank off the coast. Out at sea on Nick's boat, Spooner and Nick's cousin Sean are partying with two young women, Mandi and Jennifer. As the fog reaches them, the boat's engine stops, and the instruments break. An old clipper ship appears in the fog next to them. Seemingly possessed, Jennifer draws a set of scales on a misted window inside the boat. Unseen forces then kill Mandi, Jennifer, and Sean. At Nick's beach house, Elizabeth has been dreaming about the "Elizabeth Dane". She searches the Internet for information about the hallmark symbol she saw earlier, but her computer malfunctions, and the word "Dane" appears on the screen. She hears a knock at the front door, goes outside but finds nothing. Walking down to the beach, the fog begins approaching, but Nick brings her back inside.