The Mist At 15: An Oral History Of Frank Darabont's Gut-Wrenching Stephen King Adaptation

Frank Darabont (writer/director): "The Mist" called out to me for a number of reasons. One of which is I just thought it was such a potent comment on not just our society, but all societies. We've got this very, very complex technological society and we're becoming more and more dependent on that, by the way. And the more and more we do, the more and more there is this backlash of mistrusting science.

The more we progress into the future, the more there's going to be a part of society that wants to go back to a very primitive, very superstitious [time]. And "The Mist" really spoke to that. It really spoke to the thin veil between how we feel when the lights are on and everything's working fine, and when suddenly we're back in the Dark Ages.

What's scary to me is all it takes is one massive solar flare that comes directly at us instead of off into some other direction of space, and totally knocks out our technology and puts us back into the Dark Ages. If that happens, we're not going to be having a conversation like this on [the internet]. We're going to be out there shooting deer for our dinner and trying to grow turnips in the backyard.

It's such a thin barrier between cooperation and savagery and I just thought it was such a brilliant callback to things like Rod Serling's great "Twilight Zone" episode, "The Monsters are Due on Maple Street," or "Lord of the Flies."

The whole theme of the movie is in this scene where Tom says, "Yeah, when the machines are running and everything's fine, okay." Although even that's getting a little sketchy these days. But turn off the lights, and no lights, no machines, no rules, you'll see how savage people get, and that really struck as true to me. I love when an unpretentious genre movie will actually present a significant theme like that. It's under the donuts and candy, there's actually a very nutritious meal and I love when that happens.

When I was reading it, somehow I just pictured one of those low-budget movies that we grew up all watching. In my case, pre-video, late at night usually on some creature feature. It just reminded me of that sort of '50s, early '60s, low-budget, usually black and white, grainy kind of horror movie. It just felt like one of those things. And that appealed to me greatly as well. So it's a fascinating balance to me between very high-brow and very low-brow elements. And nobody does that better than Stephen King.

So, Darabont reached out to the prolific author about getting the rights to bring "The Mist" to the big screen. Having already impressed King with his adaptations of "The Shawshank Redemption" and "The Green Mile," King agreed.

Darabont: We did the typical dollar deal, and if it gets made, [King] gets more dollars of course.

Darabont is no stranger to King's "Dollar Baby" program, in which he'll allow aspiring filmmakers and good friends to option his short stories for a single dollar. The writer/director's first project was an adaptation of "The Woman in the Room," which ended up putting Darabont on the map in Hollywood and kicked off the whole "Dollar Baby" idea.

Darabont: It was, I think, the first time that Steve had ever done that. It was one of the very first, if not the first. His "Dollar Baby" policy is that it's not to be released commercially. I wanted to make a short film, and try to release it commercially, so the dollar thing turned into an actual option. And it was actually a lot of money for me at the time, but I didn't want to insult the man, so we offered him $5,000 for that. If I'd offered him $2, I'm sure he would've said yes anyway, but I didn't know him that well at the time.

Then years later, years later when I actually had a pretty thriving career, I get something in the mail from him, and I open it. It's that check, that $5,000 check. He never cashed it. I never realized he didn't cash it. And he had it framed and he signed it, "Just in case you ever need bail money." I just thought, I mean, that's just such a great example of the man's generosity and his heart. I can't say enough about him.

I don't believe that the writing [of the script] was a huge job. I think it was more of a pleasure than hauling a sack of bricks on my back, which some writing is. It never particularly came easy to me. My trick, my secret superpower is I could sit in my chair from dawn till dusk. I could write 12, 15 hours a day. I can't do that anymore. Even my knees won't take it, let alone my brain, and I have a life now! [laughs]

Back then, the secret to writing is sit your ass in the chair and do it every day and don't leave unless you have to pee or eat. If you have to eat, do it at home. Don't go out to lunch with friends. Eat and then sit back in the chair again. There's a tremendous amount of work ethic and discipline involved, for me anyway.

I always say to people who've asked in the past, if it doesn't come out perfect the first time, don't feel bad because it doesn't for me either. In fact, my first draft always sucks. My first draft of any page of any script, I look at it and it's a mess. As I go along, breaking new ground, I always start every day with revising the previous set of pages. That gets me warmed up. It makes those pages nicer. So as I start to read them, they don't suck so much. They actually start to look pretty good. Just don't feel like you're failing if it's not the end result right off the bat.

I always had to hack at it for draft after draft. By the time I handed in a first draft of anything, I was ready to shoot the movie because I'd probably revised that page, any given page, 20, 30 times. Sometimes in big ways, sometimes in small ways. For me it was always the discipline. To capture the theme or capture characters or some nuance in the story, that just comes, honestly, as a result of sitting there.

My advice to writers, people who want to be writers and who really want to do good work, is don't think that you get to wait until this inspiration shows up, because it's not going to.

Stephen King has described his muse as a guy with a buzz cut, wearing overalls, smoking a cigar and saying, "Get to work, a**hole. You got stuff to do today. Get to it." And I have to agree with him. If I waited for the airy fairy muse to drop magic fairy dust on me until I'm like, "Oh boy, I'm going to write something great today," I never would've written anything.

The inspiration does not come first. It actually comes during. When you're hacking through the underbrush of the story you're trying to write, that's when it shows up. That's when it happens; sometimes in little drips and drabs and sometimes in a big way, but that's when it happens. You don't get inspiration without it. The inspiration follows perspiration.

With the movie now set up at Dimension Films with a budget somewhere between $17 million and $18 million, the next challenge was locking the ensemble cast.

Denise Huth (producer): I feel like the casting on this came together pretty quickly, as I recall. Deb Aquila was the casting director on this, who Frank had worked with before and absolutely loves. And she knows him really, really well. So there are always those roles in a Frank [Darabont] movie, we call them the Darabont Traveling Players, who pop up in all of his projects, so we knew Jeff DeMunn, we knew Bill Sadler. There were definitely going to be people who he had kind of earmarked for certain roles in his mind. Laurie Holden was certainly one of them. Even down to Susie Watkins who was his script supervisor for many, many years, but she played, I think the character's name was Hattie. So there's a lot of little roles like that.

For [the role of] David, he really did have Thomas Jane in mind from the very beginning. I'm sure we talked about other people, but Thomas Jane was sort of his goal. He really felt he was perfect for the role, and I think he was.

Darabont: He came to mind while I was writing, simply because I'd always loved his work. He's got a very grounded quality on screen, even when playing that marvelously amped-up extreme character in "Boogie Nights." A lesser actor would have gone over the top in a not believable way, but Tom kept it feeling real.

Tom's got a great working-class everyman quality that I felt fit perfectly with Steve King's world, and with that character. And, boy, did Tom deliver. I loved his performance. The man is a tireless pro, a pleasure on the set, and he really nailed it.

Thomas Jane (David Drayton): Somehow, probably through some dinner, I met Darabont and we sort of bonded on our mutual love for classic comic book art, so we stayed in touch. I don't remember that we were actually actively working on looking for something to work on, but one day a manila envelope was dropped off at my front door. It was a script for "The Mist" with a little note: "Check this out, let me know what you think."

Of course, being a Stephen King fan, I read it right away. And the script was brilliant, in my mind it was definitely up there with the best of Stephen King adaptations. So I guess that's how the project came to me. it was one of those rare occasions where something shows up on your front door that's actually, really special.

It was a very simple conversation. Sometimes these things are, I got to tell you it's rare, but it does happen. Frank is a consummate writer. He is excellent at his job, and of course, he's a wonderful director, very sensitive, very in tune with his version of the human condition. So it's one of those things where I got nothing to say, except for, "Yeah, let's, let's do it."

Darabont: When I was writing the script, I thought, this guy is making every right decision for every right reason, and every decision he makes turns into a disastrous choice and I thought, this is really interesting. This is really provocative because it runs counter to what we expect from a movie.

In most movies. You see your hero, even if he's encountering obstacles or barriers or things kind of go bad, but ultimately they keep making the right decisions and it winds up with the right choices. This is the opposite. And I thought this is a radical departure from how most movies work and how most movie heroes work. In a sense, it is a mirror to reality because sometimes with our best intentions and our best actions, we get screwed anyway because the world is such a messed up place.

If you look at the year I made that movie, look at the world that we were in, the political situation here in the U.S., the cultural situation, the divide that has now become a chasm, was very much in evidence. I was hoping that that wouldn't widen, but it has. So what you had actually was an older filmmaker who was just a little more pissed off than the younger filmmaker who was so full of optimism and hope that he made "Shawshank Redemption." Now I'm just kind of a pissed-off older guy, and that's what I wanted to express.

I think most of us are in the middle of things. Most of us are in this reasonable mass middle of things, but at the edges on both sides, you have this incredibly radicalized, extremist element that is driving the conversation, and it's no longer even a conversation. Now it's a shouting match. Now it's a duel to the death. The extremists are driving the bus and the rest of us have no choice but to ride along and scream in horror as things get more and more crazy and extreme and that was my everyman in that movie. That was David Drayton. That was the character Tom Jane played.

He's the average guy with his heart in the right place making the best decisions he can with the information he has, who gets flattened. And that happens sometimes. Sometimes cultures get to a point where we're rounding up people and shoveling them into ovens. Insanity does prevail sometimes, which is a very, very scary thought. Will it get to that point here? Who knows? I wouldn't have thought we'd get to this point in my lifetime. So is it going to get more extreme from here? Could it? It could, I suppose. I hope not, but the movie worked as a warning shot, as a flare sent up from a concerned storyteller. And I love movies that do that. I love movies that can shake us up a little bit. So that dynamic of [David Drayton] making all the right decisions, but it's going to go in the sh***er was a very conscious thought in my head. As I was examining Steve's story and actually writing my version of it as a screenplay, as I was adapting that, that dynamic became very much at the forefront of my thinking.

Jane: He's making the best choice that he can given the situation and they all turn out to be bad ones, wrong ones.

That was unique. I was like, "Wow, you got the hero of the story and every single decision he makes turns out to be the wrong one in hindsight." I loved that, I loved that.

That's the beauty of it. It's all the choices that he makes the audience would've made, too. In other words, we buy all of his decisions as being the best option, the "right" thing to do. He does all the "right" things to do, which will turn out to be wrong. And I think that's a wonderful statement. And I think it's a large reason why the movie, even if it's just on a subconscious level, that's why the movie's successful.

Darabont: Laurie [Holden] is another marvelous talent, a pro who brings so much texture and heart to whatever role she plays. I adore fearless actors, and she's one of them. I loved working with her on "The Majestic," so I wrote the part in "The Mist" for her. Ditto her role in "The Walking Dead." Those roles were hers, I never auditioned anybody else. That same goes for any time I ever cast Jeff DeMunn, or Bill Sadler, or others I worked with multiple times. When you know you have the right actor for a given role, you count your blessings and go with it.

By the way, Laurie's role in "The Walking Dead" was intended by me to have a substantial character arc that never transpired. She would go from being a mentally jangled, super self-absorbed, badly traumatized and angry girl to the opposite end of the spectrum: their most reliable soldier, an ace sniper, and a grown-ass woman who becomes all about self-sacrifice and protecting the group. And her relationship with Dale would blossom into a very deep May-December situation, a real marriage based in deep abiding feelings and respect. I aim for characters and situations based in messy and complicated feelings, as happens in life. And no, she was never intended to be a love interest for Rick, as I read somewhere.

She was never meant to be thrown away as zombie food. Nor was Dale, for that matter. Nor was Glen.

Nathan Gamble (Billy Drayton): We had to record [my audition] on a tape, an actual tape, and we had to send it off and it would take three days to get there. It took a long time before we knew anything. I never actually had an in-person audition with Frank or any producers or whatever.

The tape that I did must have been good enough where they didn't need to because I was in Seattle and I did most of my auditions that way. I remember even as a kid, most of the stuff where you would audition through tape, they watched it and they'd go, "Okay, let's fly him down to L.A. so they can meet in person and see his look in person and yada, yada, yada." But no, this was a pretty straightforward process. It was bada bing, bada boom, there you go, you got it. Now you're in a Stephen King movie.

Andre Braugher was approached to play David Drayton's neighbor, the uptight and petty lawyer Brent Norton who ends up joining David Drayton and his son on their fateful trip to the grocery store. He didn't remember the process of being cast, but did remember the impact the script had on him.

Andre Braugher (Brent Norton): It's a good script. It's a very humane script, as horrible as it is. These are all people who react in a very understandable way to shocking events that really upend the way that they think about the world.

It also reveals what people turn into in extreme situations, like Marcia Gay Harden's character, or what Thomas Jane is ultimately forced to do at the end of the film. You know what I mean? These are ordinary people under extreme stress. I found that to be a fascinating part of the film and the character that I played.

Stephen King has done a wonderful job writing this story, and Darabont has done a wonderful adaptation that shows, essentially, ordinary people trapped in the grocery store by the mist, and how fascinating that is.

Darabont: Alexa [Davalos] is a fiercely talented actor who projects such intelligence in her work. By the way, I've known Alexa since she was a toddler. Literally. I attended Hollywood High with her mom, Elyssa; we were in the drama department together.

I first cast Alexa in the pilot episode of "Raines" that I directed for its creator, the wonderful Graham Yost. She played opposite Jeff Goldblum, another actor I loved working with. I adore that guy. He's freakin' brilliant and a total blast on the set.

Later on I wrote the role in "The Mist" for Alexa. After that I wrote the female lead in "Mob City" for her opposite my man Jon Bernthal, and man did she shine. Her work in that actually awed me; talk about nailing the perfect period noir vibe. She was like Gene Tierney or Jean Simmons reincarnated.

Melissa McBride (Woman with Children At Home): I was working behind the camera in casting at the time, and I'd gotten a call about the Darabont project from the casting director that I worked with quite a bit. I had been in casting for a while already then. There was some concern that I wouldn't be able to do it because the role that they wanted me to audition for was in the store for the entire run of the production and had one word of dialogue, but I had a full-time job.

I remember at the audition seeing the sides for that other part, and I read them and I was like, "Well, what's going on here?" I thought, "Well, she goes out of the store, maybe she gets killed." So that's a quick part and that's a really juicy little monologue.

Darabont: She was one of the helpers there in the casting office. They threw her on just to have one extra choice for one role that had one line of dialogue. It was something along the lines of, "Oh my God, you killed her," or, "you murdered her." I think it was one of Mrs. Carmody's ladies. And she literally did this one line of dialogue on the tape. And I remember we were still prepping, but I was there on-site. We were in Shreveport by then and I saw her say this one line and I went, "There's something really special about this actor." So I immediately called the casting office and I said, "Could you please have her read for the bigger role for the lady with the kids at home?"

McBride: I got a callback and was asked to read for that part, coincidentally enough. I did and that was the role that I ended up getting.

Darabont: It was just a home run audition. I was so surprised that she hadn't been put forward as a leading contender, a leading possibility. I was so thrilled to find her because I knew that we needed an actress who could really deliver that scene. And boy, did she.

So when "The Walking Dead" came around, I just said, "Okay, I'm casting Melissa McBride." And I didn't even talk to her about it. "I'm casting Melissa McBride." Carol is her role. And everybody said, "Yeah, okay."

And the next thing she knew, she's what, in a decade-plus of this hit show? I'm just so proud of her. She's such a naturally gifted powerhouse of an actor and I'm just so pleased for her.

She said to me she'd pretty much given up even trying to be an actor at that point. They just put her on as an afterthought just to have one extra choice. And it can turn like that.

Darabont and his producers had their location (with the all-important tax breaks and good crews) and their big cast, but one problem was evident: they were still attempting to shoot a script originally budgeted at $60 million for around $18 million. This forced Darabont to scrutinize his usual slow and steady production technique.

Darabont: I couldn't be the Kubrick wannabe, like the painterly director on "The Green Mile" or on "Shawshank." I had to really shoot from the hip for once.

Thank God for Shawn Ryan and "The Shield." He found out I was a big fan of the show, which starred Michael Chiklis and an amazing ensemble cast. It's one of the best TV series ever.

He found out I was a big fan of the show because my friend and casting director, Deb Aquila, had cast "The Shield," so she mentioned I was a big fan. He said, "Does he want to direct an episode?" I said, "Oh yeah, why not? I'd love it."

Most hour television shows don't actually have an hour. It's 42 minutes, for crying out loud. Commercials take up a third of the running time for commercial television shows. You [typically] have eight days to shoot [an episode]. "The Shield" had seven.

Schmidt: "The Shield" was originally intended to go to Canada and to do it on the budget that they had set aside for a Canadian production. We had to cut one day from the production, so rather than the normal eight days for an hour episodic, we had to do it in seven. That was part of the deal going in. Everything had to be 12% faster to achieve that.

One of the ways we came about that was with zoom lenses, not spending time on lens changes. Robert Rodriguez's "El Mariachi" had come out and he had a rather ingenious idea where he would start out a scene wide and then would zoom in about a third or halfway through, knowing he was not going to go back, editorially, to that wide shot. So we were doing the same thing. We would roll for a little while, and then when someone wasn't speaking, we would zoom in to the next lens size.

I think I lost half of my hair in my head when I saw the first edit of the pilot, because they had used those zooms. They were never intended to be used on camera by me. I don't mind admitting this. We were just trying to be efficient and I'm like, "Stop. You got to cut all those out. They're terrible. They're rough and they go in and then they adjust again a second time and the focus is there and the person's not even speaking."

And Scott Brazil and Clark Johnson both went, "No, that's what's great about it." And what they discovered is because they were on someone not speaking they were emphasizing what someone was hearing. It was about the actor's reaction there. And it made it much more powerful to hear the words and then emphasize that actor's reaction by zooming in on it and it became really iconic to the show.

Darabont: I went, and I directed this thing, which was the easiest directing I've ever done, because that crew and that cast were so dialed in. It was such a smoothly running machine that it was ... I wouldn't say it was quite like directing traffic, but it wasn't much harder than that because those folks were such pros.

I hired the two camera operators and the cinematographer. They had a hiatus coming up and I said, "You want to come do a movie with me in Shreveport?" And they said, "Sure." And Rohn Schmidt, who was the DP, I mean, this guy could light a scene in 10 minutes. It's unbelievable.

This is a movie where the lighting didn't need to be pretty. If you were harkening back to the tradition of "Night of the Living Dead" and movies like that, the lighting wasn't pretty. It was very documentary-like and Rohn was brilliant at that.

What was truly amazing were the two camera operators, Billy Gierhart and Richie Cantu. These guys had years of experience on "The Shield." And all their coverage on "The Shield" was improvised. They'd get in there, Billy with his steadicam and Richie sitting on a skateboard with a camera on his shoulder and just, from take to take, they'd do whatever interested them. Wherever the lens took them, that's how they shot. So every take was different.

Schmidt: [Frank] calls it jazz improvisation and I think that's a very perceptive way that Frank has described it. You have the baseline, you have the melody that you're referring to, that everyone knows the story there, but then they just go and react to what the actors are doing, react to what the other camera's doing. The two operators would often have their [other] eye open, looking to see what the other person was doing just to make sure they weren't shooting the same thing.

Witwer: The camera crew were characters in the movie. They were participating in those scenes, so there was never a moment where you could slack off and feel relaxed because you weren't going to be on camera, because maybe it was going to be your close up. You had no idea.

Jeffrey DeMunn (Dan Miller): That was really neat. Initially I went, "Huh?" And then I realized how superb it is because you don't have to play to anything. You just do the scene. Those two guys were like a pair of ballet dancers. Oh my God, they were the most elegant dancers together moving those cameras around and you just talked. You just said what you had to say to the other person and they would make the shot up. It was really delightful. I don't understand why I haven't encountered that more often.

Braugher: That whole thing started with "Homicide," so I was very familiar with it. The role itself had challenges. You know what I mean? Being cooped up in that supermarket was tough in and of itself, but in terms of the shooting style, I felt very comfortable with it, because I'd spent six years on "Homicide" doing that in particular. It was like going home.

Jane: Me, I was a fan of "Shawshank" and "The Green Mile," and I was disappointed that Frank had decided that he was going a different way with "The Mist" and shoot it in this much more kinetic style of filmmaking. I'm a big fan of that classicism that he used with "Shawshank" and "The Green Mile."

So I was disappointed. I was like, "God, I wanted to be in one of those kind of movies," and I told him as much. He said he'd done a couple of episodes of "The Shield" and he really enjoyed the speed and the quality of the filmmaking that the style of "The Shield" had.

The B-Camera operator had a stool. He had a handheld camera and he had one of those office stools that you can kind of roll around using your feet, with very smooth wheels. And he sat on that f***ing thing and scooted himself all over that grocery store, getting different shots.

And I thought, "Oh, great. This is going to look like an episode of television," but it didn't of course. I thought that kinetic energy worked very well for that contained story. I thought it was a good choice.

We worked financially constricted because Bob Weinstein wouldn't give us more cash because he was terrified of that ending, but the decision to use the crew from "The Shield" still served a version of the story that works for the story. He was able to make it work, and yeah, I was disappointed, but in the end I thought the artistic choice was sound.

The first scene to be filmed was the loading dock sequence in which our heroes explore the back room behind the store, a scene that would culminate with poor Norm the Bag Boy (Chris Owen) getting dragged out into the mist by tentacles. It was something of a rocky start.

Schmidt: Our first day of shooting was in there and I had made a big promise to myself to go for it on this film, to not be afraid, to just hang it all out, be on the edge and not be safe at any point.

[Thomas Jane]'s walking around lighting the scene with just the glow from the cell phone, which was very new at that point that you could do that. We worked with the props department to rig out a slightly brighter LED on the cell phone to make that all work and it looked beautiful. It was right on the edge in terms of exposure or not, but it was very cool looking.

This is [shot on] film, so the negative went off to Los Angeles to be processed and transferred. I talked to the color timer later the next day, midday, "Oh, it's absolutely beautiful, spectacular. I can't believe how cool looking this is." I'm like, "Okay, great."

And that night we were going to watch the first day's dailies and they had set up a little video projector in one of the conference rooms at the hotel we were staying at and everybody's there and they've got beers and little pieces of pizza and they're all ready to watch the first day's dailies.

It turns on and all you can see is just the white square of the cell phone. Absolute black except for this tiny little white square of a flip phone and it never gets brighter.

And we're becoming aware that slowly everyone in the room has snuck out one by one. So it's just me and Frank and Randi [Richmond], the producer. We turned on the lights and looked at each other.

I said, "Well, Frank, I guess you need to replace me because that's not acceptable." And I said, "There's another cinematographer I know that's very competent." He was finishing up in New Orleans. I think they're finishing that week. I said, "I'll call [him] and he can come finish up for me, or if you want me to hang out and try to do my best for the next day or two until we can get someone in from out of town, that's fine. Whatever you want to do."

And they said, "Okay, well, we'll just reshoot and we'll figure it out," and we went to bed. I had a long talk with my daughter in the parking lot, "Well, I think I'm going to be home a lot sooner than I thought I would be."

And about 11:00 P.M. that night, I'm very much in bed because we're shooting again at 7:00 am the next morning. And then there's knocking on my hotel room door, "Rohn, Rohn, get up," and it's Billy, the camera operator, who's a techno-geek. He sleeps about four hours a day anyway and says, "Come down, come down."

Apparently, the digital projector that we were viewing these dailies on was not set up. No one had ever calibrated the projector. We sat and watched and it was beautiful. It was all there. It was spectacular.

We did reshoot that day's dailies there, although I think the original footage is what's in the film because I was so gun-shy that it was way overlit when we went back in there. I was going to make sure we could see what we needed to see there.

One moment that nearly every person I spoke to brought up was the moment where Melissa McBride wowed everyone on set with her monologue, where she begs for someone to help her get to her children who are alone at home. This happened early on in the filming schedule and took everybody by surprise.

Huth: I remember when she came on set and did the scene, everyone was just so blown away. It's such a tiny little moment, but Melissa's a unicorn, she can do anything. And she still is, after having worked with her for 12 years on "The Walking Dead," she's just so incredibly talented and so tapped into emotion. And it plays so real. She's one of the most natural actors I've ever seen. It's just incredible what she can do. And nobody knew who she was. She had certainly worked before that, but it was all tiny little roles similar to this one.

Jane: Yeah, I remember her murdering it. The hardest job for an actor is to be a smaller character who basically flies in during the middle of some shoot and you've got a day, maybe two days, maybe half a day, and then you fly out. So you're jumping onto a moving train and then you're jumping off of a moving train. That is the hardest job for actors. It's very difficult to find competent character actors who come in for parts like that. When you do find them, it's that much more impressive, to watch somebody jump into something, come in, knock it out of the park and then leave. It's f***ing great.

Schmidt: We were all in tears, and I'm not just saying that like, "Ooh, it was a moment." We literally were choking back tears because it was such a perfectly impassioned speech. I'm not sure she even has children, not that I'm aware of. Maybe she does now. At least at that time, I don't know if she did. And yet, you just felt that absolute care. And again, it's just one of those monologues that was written that could have been quite sappy, but it was just so genuine. And that look she gives them before she heads out that she gives everyone there is like, "I can't believe you people." It just touches on the humanity of all of that.

Witwer: I think she did it maybe three times or something like that. But to deliver it and have it be perfect each time and have the camera crew also doing their jobs each time, it was just an incredibly unpredictable ballet that you watched in front of you. And it was very intimidating to watch because it was so well pulled off.

Darabont: What a courageous actor because you have to do this wrenching emotional thing and there's literally over 100 people watching you. There's 80 extras, there's all this crew. She just totally dialed in, totally nailed it. And people were blown away by what she did. And yes, burst into spontaneous applause, that does actually happen.

And I remember about halfway through the coverage, Jeff DeMunn kind of sidled up to me and said, "Who is she? Where did she come from? Did you fly her in from L.A. or New York?" I said, "No, she's local." And he said, "She's astonishing." He was absolutely blown away by what she was doing.

Gamble: We all clapped afterwards. At the time no one really knew who she was. She wasn't this huge action star in "The Walking Dead." So she knocked our socks off.

I remember Frank being at the monitor. He couldn't believe what he was getting because it's an important scene. She's probably one of the best actresses that I've ever had to work around. I didn't really have any close interactions with her. I mean, we talked and she was very friendly and nice, but it was definitely one of those scenes where it was like, "Dang, this lady is a legit one-take wonder." We don't need to ever do that again, ever. Everything you needed was in that one take and the whole crew and cast clapped for her afterwards.

Time is money and the director usually comes up and says, "Hey, great job. We're going to move on," but everyone stopped for a good five, 10 minutes and just showered her in praise.

McBride: I have stage fright. I get the irony of that. I guess the intimacy of film makes it somehow different, but I learned early that I had stage fright from school and public speaking, all of that stuff. Obviously, it felt good to know that people liked the performance. It was also strange because I've been on several shoots and have never experienced anything like that. It was unusual. I thought it was unusual and it was a little out-of-body feeling for something like that to happen.

Another stand-out scene is when David Drayton leads a small group on a journey to the neighboring King's Pharmacy. They encounter some truly nightmarish spiders in this space, which presented cinematographer Rohn Schmidt with some unique lighting challenges.

Schmidt: One of the hardest sequences that kept me up really from when I read the first script was the journey to the pharmacy, which is scripted as a day scene. It had lots of creatures jumping out at you. In a night scene, it'd be easy to create a little shadow that they'd pop out of, and here I was in this white cloud trying to hide creatures that could jump out and scare you. So that kept me up a lot.

I did a lot of testing. I think probably every day off I would go ask the effects people to smoke up the set and I'd take a still camera down and experiment with different combinations of fill light and flashlight and levels of smoke and finally got the recipe down for that, on how thick to make the smoke, which wasn't the thickest smoke and how much contrast to put into the final color correcting.

That was lit entirely with flashlights. By that time I had gained the trust of the cast where, in the midst of acting, they would be able to put the flashlight down, "I need you to put it here on this spot and aim it at that box there," but they were all in. They loved it. They were very accommodating to the plan there and it worked out really great. It's scary.

The pharmacy scene also hides a very geeky easter egg.

Witwer: "The Force Unleashed" was going to come out a year later or something like that. I think I'd shot "The Force Unleashed," and then went directly to "The Mist." I wasn't feeling particularly macho, so when someone gives me the knife, I hold the knife in the reverse grip because I wanted to subconsciously remind the audience that I can indeed beat up Darth Vader. Don't mess with me. It's my reverse lightsaber grip. I think that was my way of making myself feel better that I was a space tough guy.

Jessup's murder was not only a big scene for Witwer to perform, but it also marks a moment where he had a big impact on the actual script.

Witwer: I want to point out before I say this that I was coming up with a lot of harebrained ideas that really had no value whatsoever.

Frank was so patient with me as he would hear me pitch something and be like, "Yeah. Okay. Well, we're not going to do that." But he was such a cool guy. I mean, I really shouldn't have been pitching out all those stupid ideas, but he, at the very least, acted like he wanted to hear what I had to say or at the very most, genuinely wanted to hear what I had to say.

Anyway, so one day, like a clueless, young, stupid actor, I walk out and he's having a break. He's taking five minutes to himself outside because this guy is literally under siege. Directors are under siege every moment of every day. So, there he was taking five minutes to himself and I walked up to him. "Hey, Frank. Can I ask you a question?" And he snapped out of whatever private indulgence of having a moment of rest he was having and said, "Yeah, sure thing. What's on your mind?," which is an incredibly kind thing that he just took it with a smile, right?

And so, I said to him, "Listen, tomorrow or the next day, we're going to shoot my death. Norm, the bag boy got killed in a wonderfully grotesque way and we've had flying birds and people burning, and all kinds of just spiders and all kinds of crazy stuff. We've had our fun horror film. I think what we need when I get killed is a murder. A very personal, unpleasant murder."

And he is like, "Okay. Where are you going with this?" And I said, "Well, in the script, it says that I get stabbed and all that stuff happens. "Expiation!" I get thrown out into the mist and then I go back to the window. I'm bleeding and I start screaming, "Let me in. Let me in." And then, when I hear something, I turn around and I see that creature."

The script says I get yanked into the creature and blood and gore and body parts get sprayed across the whole window of the front of the grocery store.

I'm like, "That's really cool, but I think we've had that in this movie. I think we've done the fun horror movie thing. I think we need to make this a personal murder. So, what if instead of all that, I'm bleeding, I turn, I see the monster and then, I turn very, very deliberately to Sadler, place my hand, which has been– I've been trying to hold my guts together. I place my hand on the window and I just say "please." And then, I get pulled out into the mist by the monster and the handprint is all this left of me, the bloody handprint. What if we do that instead?"

And Frank just sat there and went, "Yeah, you know what, we're going to do that." And I'm like, "Wait, what?" And he's like, "Yeah. No, that's what we'll do. Absolutely. That's much more uncomfortable. And then, for the rest of the movie, that handprint is there as the reminder that a murder took place." And then, he starts spinning off on the idea of what it means. He's like, "Yeah, because it's so much scarier. The monsters are now firmly inside the hearts and minds of the people inside the grocery store. So, yeah, we're going to do that. And also, that's going to be a lot cheaper." And I was like, "Yeah, yeah. Cool."

Jessup's death sets the final act in motion, which sees our surviving protagonists escape the store, hurtling towards the now infamous ending. We all know what happens at the end of the movie, but at the time it was a closely guarded secret, so much so that the ending was not included in the scripts of almost all the cast and crew.

Witwer: I was not trusted. I did not have clearance. I remember I didn't even try to find out what the ending was. They were like, "Do you know what the ending is?" I'm like, "I don't." "Do you want to know?" I'm like, "Actually, I don't."

Darabont: I didn't bother writing a fake ending, I just didn't include the last scene in the script that was circulated. With so many people on a set — extras, day players, crew, caterers, visitors, etc. — I knew that some jerk would jump online and give the ending away. Hell, the actual pages would have appeared before we'd even started shooting.

It's understandable why Darabont took such precautions. He had sacrificed half of the potential budget and had to utilize a whole new filming style in order to preserve his gut-punch ending. There was a big moment on the road to that ending that almost didn't make the cut, though, and it ended up being one of the most striking images of the entire movie.

Jane: One of the things I remember that Frank had initially cut from the original script was when they hear the rumbling and the Jeep starts shaking and they look up and they see this enormous brontosaurus creature. It had the little birds flying around it to give you this sense of scale.

That was the moment where it was like, "Oh f***, this world is never coming back. This is a world of monsters and we are some of, if not the only humans left. This isn't our world anymore."

Frank had initially cut that and said, "The budget ... it's just one more of those creatures. We got lots of creatures."

And I remember saying, "Frank, if we're going to pull this ending off, you've got to have that gigantic brontosaurus stomping through frame, because that really shows us that this is no longer the same planet that we were used to." We needed that moment. Thankfully, it didn't take much convincing. He's like, "Yeah, we need that."

But that's sort of part of the actor's job. "Okay, if I'm going to pull this off, what do I need?" I needed to protect that moment. That was one of the things that I felt we really needed. Plus it's just a f***ing awesome image. You thought those creatures in the supermarket were bad. Welcome to the real world.

And Jane needed all the help he could get to pull off that ending. The movie is structured to deliver that moment, and it would live or die based on Jane's performance.

Jane: That was one day that I spent by myself. That was a day where I told the first AD that if he needed to find me, I'd be out in the woods and I spent the entire day by myself sitting on a log, waiting in-between takes.

For this "twist of fate" moment, the crew moved to an exterior location where they could shoot the reveal of the army trucks and tanks pushing back the mist.

Schmidt: Sometimes, you just have to have faith that it's going to work. To get that much smoke, Darrell Pritchett had an army of these giant foggers out there. It's down in the south, so the wind's changing regularly.

When we got to the tank, that was exterior. We needed to shoot it in the early morning before the sun came out so that we could match [what we shot on stage]. And it just all worked.

It was a little scary. After the first take, the tank driver said, "Well, I can't see where I'm driving." He's driving 25 miles an hour in a tank at us and the camera crew and the actor and everything else. So I think what we ended up doing was lining him up where it was safe and then him driving straight back and not touching the steering at all was how that was achieved. He just had to travel forward on faith. It was blinding fog. It really was.

Jane: You've literally got tanks running through frame, you've got fog, all that stuff is in effect. So it was not just a big day for me, it was a big day for everybody. Everybody had to be on their game. Not only that, you have all these moving parts that are not minor moving parts, we're talking about a giant train of army trucks and extras and cast and the mist rolling through. You got Darabont who threw in this f****** crane shot, right? And that is one of the most difficult shots, when you start really close on somebody and you pull back, focus-wise. You have to nail it, and then the crane operator has to nail it. There's so many moving parts.

I have to be with the emotion, with all the responsibilities that moment demanded. I had to be there. And we weren't going to nail that in one f****** take, and I knew it, too. You have to be on, but so everybody else has to be on, which means that you have to be on more than once.

Frank couldn't use the best performance take, he had to use the best take where everything all worked together. I knew that it was going to be a demanding day, and yes, I was dreading it. I was dreading it, but I was also really excited about it because that was the reason why we were all there, to pull that ending off.

Schmidt: It was [...] three takes, I think, that went into that and we just got lucky with the wind on one of them. The slow motion for all of that really just extended that moment, made it just so much more cinematic. It still gives me chills when you see that, the way it just comes out of there.

I asked if Braugher believed his character maybe made it through the mist like McBride's did.

Braugher He and everybody who went with him was devoured, because everybody who went next door, literally next door to the drug store, only half of them came back. So this thing is real. So the woman on the truck's existence is impossible. There's a logic thing going on that has to be challenged, but it's not my place because, hey, [it's] 15 years later, and he's Frank Darabont. So what can I say? This is the way that it went down. But on the logic tip, her existence is impossible.

Witwer: This is the weirdest thing, but because of the McBride character, I weirdly find the ending to be uplifting because there's another movie that took place and that was her movie. We just didn't see her movie. Her movie was a movie of extraordinary bravery and we got to see the bright side of the hope coin in her movie, but we didn't see her movie. We saw the other side of that coin. Without a doubt, her movie was also horrific, but she made it through because she never gave up.

The mist is what you're afraid of. The mist is your fear. The mist is you thinking you can't do it. That's what the mist is. And if you press on through the mist, you find out you actually can do it, that you can accomplish just about anything, but if you give up before you venture out into the mist, then you can't accomplish anything, then nothing goes your way. That's what I think. The end of "The Mist," that's what it says to me. That's what the Melissa McBride character says to me, anyway.

You think of the tentacles and the monsters. That's not the horror of the film. The horror of the film is the loss of hope.

Gamble: As a nine-year-old boy, I thought [the ending] was the coolest thing ever. I know that has got to be my favorite scene in the whole movie.

I love the ending to "The Mist" and I will defend it until I die. I enjoy writing and I like very ballsy writing. [Darabont] must have had to fight through a lot of different opinions of something like that in order to still stick to [his] guns and do this crazy, heartbreaking twist. That takes a lot of guts, and I really appreciate that kind of stuff.

Schmidt: Throughout, I'm thinking, "Okay, we're going to film this, but they're not really going to release it with that ending." I'm very much an optimist and I was like, "Oh, that's just a dark place. I can't believe that," especially since it wasn't really in the novella.

McBride: That ending is horrifying on such a level when I think about it. For him to have made the choices he made all the way up to the end and then to see her and the military arrive. Help has shown up and then you have this monster that is inside of you now. It's like an internal loop of unknown. Facing the choices that we've made led me here and then tomorrow I wake up with more unknown and choices to make. Then I fear it all over again because of the outcome of the choices I just made. That is profound in so many ways. That psychological trauma is just horrifying.

Darabont: Hey, I love a happy ending just as much as anybody. It's satisfying. I get a happy ending, God knows. But I also love "Night of the Living Dead." I also love "The Thing." I also love those movies that really just dare to challenge the audience. Sometimes s*** doesn't work out and sometimes you made the wrong decisions even if you meant well. Life is like that. Life doesn't always hand you a happy ending, does it? In fact, I wonder more often than not if it doesn't.

When Steve [King] read the script and I said, "I won't make it if you don't want me to." He said, "We need movies that dare to piss people off. We need movies like that, too." We need that "Night of the Living Dead" thing, where it's not just tied up in a nice bow and there's just this reassuring happy Hallmark bumper sticker thing.

Listen, that's what "Shawshank" is. It has that happy bow. They went through some grueling stuff, but at the end of the day, there's a big hug. It is like a big Hallmark card really at the end. And that's okay. That's the kind of movie that was.

But if that's our steady diet, then we're only eating McDonald's cheeseburgers. We're not ever trying something else. It's limiting us.

Jane: Movie studios are notorious for not knowing how to release a film, but I thought that it was particularly tone-deaf to release "The Mist" over Thanksgiving weekend. In the movie business, Thanksgiving weekend is the family weekend. It's the weekend where everybody has a great feast and then, as a family, goes to the movies. It's the weekend out of the year where the most families go to the movies.

Instead of waiting for Halloween or any other time of the year, they actually released it on Thanksgiving weekend and the movie tanked! Of course it did. Nobody wanted to see that on Thanksgiving weekend with their whole family. I thought that was a shockingly tone-deaf decision.

Darabont: I begged him. I begged him, let's wait until February when there's nothing in the theaters. Don't release this as the holidays are approaching. Please don't. People want to go see "Elf." They want to see Christmas movies. They don't want to see flesh-eating tentacles and this hopeless, despair-filled movie. Not now. He threw that word at me that you'll hear from executives in Hollywood and every time it's f***ed me: counter-programming.

Counter-programming is code for "we're not going to make a dime." Nobody's going to see the movie. Counter-programming is one of the stupidest ideas that anybody ever came up with, but it's one of those myths that people cling to.

So they released it as we were approaching the holidays, Thanksgiving, Christmas, et cetera, and it was with a week of TV commercials. The release was not well handled and that is still a disappointment because I think if we'd waited until February and actually done some real promotion leading up to it, we might have had ... It wouldn't have been a Marvel movie in terms of its box office, but I think we could have done a lot better than we did.

Desperate to help advertise his movie, Darabont commissioned famed movie poster artist Drew Struzan to come up with an eye-catching poster for the film. Just a reminder that David Drayton is based, in part, on Struzan, and all the paintings in his studio at the beginning of the movie are Struzan's work.

Darabont: I wanted some Drew Struzan art and I paid for it out of my own pocket. I hired Drew to do a poster, just a teaser poster. They were two incredible images, very moody, just beautifully rendered. I printed up thousands of these things and I literally sent them to Bob and said, "Here, free posters. Just send them out to the theaters with whatever you're releasing between now and when our movie comes out. Just send them out. These are cool posters."

No, never did. Wouldn't have actually even cost them anything aside from shipping some tubes. I couldn't talk them into it. You'll find this in the executive suites of our business, there was a certain sort of "we know what we're doing" arrogance. "We have a formula, so why are you trying to rock our boat? Why are you killing our buzz?" That sort of thing.

Huth: I still have people who are, "Oh my God, I love that movie." Or, "Oh my God, I hate that movie. What is wrong with you?" And that's okay. It still is something people talk about and that's pretty incredible after 15 years.

Schmidt: Still to this day, people are coming up when I might meet them professionally or something and then they'll come back a few hours later having researched and they go, "Oh my God, you did 'The Mist.'" It's held up really well. It really is a generational film there. I'm very proud of it.

DeMunn: I'll get mail that people will send me talking about different projects and so many of them say "'The Mist' is one of my favorite movies ever."

Jane: I get fan mail and a lot of them are photographs that they want signed. The three photos that I get the most of: I get "The Punisher," I get Mickey Mantle, and I get "The Mist."

McBride: I remember getting some email correspondence from a few people that were huge Darabont fans, huge King fans, and ultimately taken by my work in the film and this character in particular. They were interested in doing their own fan fiction. They would write and ask me questions. "What do you think she's doing right now? I want to take this character on a journey to find her kids."

Well, that's a fun idea. I'm sure she made a lot of decisions on her way to find them. I don't think she was just a hop, skip, and a jump. Who knows what happened to her? Just ripe for storytelling.

Gamble: When people find out that I'm an actor and they look me up and they say "Wait, you were in 'The Mist?'" And then they go, "That ending either, A, traumatized me, B, I loved it, C, I hated it, D, I couldn't stop watching it." It always provokes a reaction. No one is ever stagnant on that ending.

I think that I always have a very large flood of gratitude that comes over me when I look back on my time on the set and my time enjoying it with other people.

Darabont: The movie does hang in there. It does rise in the estimation of the audience's consciousness. I mean, other than the audience that sees movies like that one. I'm not comparing it to John Carpenter's "The Thing," but it does have that dynamic of the people who dig it have discovered it, shared it, and it does have this reputation that clings to it. And that's really satisfying. That's really a happy thing, for me, anyway.

It's really funny. General audiences don't necessarily cotton to a certain kind of experience, but if the movie really has some weight, some quality to it, it does accrue. It takes a while, but it does accrue. They thought both "The Thing" and "Scarface" were way too violent. Times have changed. Times are different. I think we see that level of violence on TV every night now, but back then it was shocking and people hated it. Now those movies are loved. So if "The Mist" has a little bit of that effect or that little bit of that magic dust, then great. I love it. I love it.

Even "Shawshank" got one or two bad reviews. Amongst all the good reviews, we got one or two [bad] ones. And I just said, "I didn't make it for that person." I made it for the people who do love it or who really do connect to it. Not everybody will, no matter what you do.

It could be the greatest thing of all time and there's going to be somebody who hates it. Every movie I've ever loved, somebody hates it, so if you're going to make movies, if you're going to be a storyteller, you just have to understand that. Don't read your reviews and don't go online and see "What do people think of me?" That's the stupidest possible thing you can do. You're never going to like the answer. A hundred people can love you and one person wants to see you die violently and it's that one that you're going to remember! You'll forget the hundred who love you.

Anyway, I always say that ... Well, actually this came from Chuck Russell initially. He said, "You go through your career and sometimes you're overrated and sometimes you're underrated. At the end of the day, if you can walk away with your head held high, you're okay." It's true.

Even reading your glowing reviews I don't think is necessarily the healthiest thing in the world. Because then if you're just seeking the approval of others, then what are you doing? What are you doing in life? Go out and walk your path. Walk your path.