While reaching the end of a deep space exploration mission, the USS Horizon encounters a slow moving mist of some kind that seems to manifest from the ship itself, and which they cannot outrun or evade. Sensor reads tell them that the anomaly is quietly permeating the ship with waves of massed energy that reduce shield effectiveness, allowing radio waves and other forms of energy to penetrate the bridge. While surveying the damage, they notice a thick mist advancing from the forcefield entrance of the main shuttle bay.
The mist envelops the ship without warning while many of its highest ranking officers are at a promotion ceremony in Ten Forward. A terrified ensign, Dan Miller, bursts into Ten Forward and warns the baffled crewmembers of a danger lurking in the mist. As a red alert sounds, the Captain orders all doors to be closed off just before the ship’s comm systems fail, and the mist moves deeper through the corridors.
Against the first officer’s advice, chief engineer Commander Norman exits Ten Forward to investigate the starship’s comms issues, but he and a guard are grabbed by a tentacled creature and dragged into the mist as they exit Ten Forward. Ensign Carmody, a Christian religious fanatic, begins preaching about an impending cosmic armageddon, while a small group of skeptics led by Chief of Security Lieutenant Brent leave the main bridge to find Norman, which results in their deaths.
A lieutenant sees that enormous flying insects are swarming outside the main entrance as she cracks open the door to investigate their noise. The insects are being preyed on by small pterodactyl-like creatures that are flapping through the corridor. One of the creatures smashes its head through a section of the door and is vaporized by a guard’s phaser fire, leaving a gaping hole which allows the insects inside. In the ensuing panic, two crewmembers are vaporized by phasers during attempts to destroy the insects. Meanwhile, Ensign Carmody is miraculously spared from an insect bite, leading her to proselytize more fervently and gain followers among the crew members.
After they notice that the mist has subsided in the nearby corridor, a small group led by Vulcan First Officer David make their way to the neighboring turbolift to search for the Captain, but are attacked in the corridor by a swarm of giant spiders that kill two ensigns, forcing them to retreat and fight their way back with phasers to Ten Forward. Carmody, who had opposed the expedition, uses this failure to increase her influence by offering protection from divine wrath to new converts among the ship’s crew. The next day, following the unexpected suicide-by-phaser of two officers from the ship’s science division, a third officer, Jessup, reveals that a classified Federation project to discover other dimensions was underway in the ship’s astrophysics laboratory, and that scientists may have opened a doorway into a dimension containing the creatures invading the ship. Carmody's followers offer Jessup as a sacrifice and expel him from Ten forward, and he is immediately devoured by a human-sized praying mantis-like creature.
The next morning, First Officer David and his group prepare to leave Ten Forward, but are stopped by Carmody, who demands that a young ensign named Billy be delivered as the next sacrifice, only for Commander Ollie to finally vaporize her with his phaser. Returning to their senses, her traumatized followers reluctantly allow the group to leave Ten Forward. Outside, Ollie and two others are devoured by the creatures while David and his officers reach a turbo lift in time.
Emerging from the turbo lift, David finds the main bridge destroyed, nothing but mist on the main viewscreen, his wife and his Captain and his crew dead. Devastated, he takes the turbo-lift to the main shuttle bay (hoping to escape in a shuttle), which he finds is obstructed by a six-legged beast, and all of the shuttles destroyed. Unable find a logical solution to the catastrophe, First Officer David informs his dejected team about a modulated transporter setting that allows for a quick and painless death. With no means of escaping the mist or getting far outside the turbolift without risking being mauled or eaten, the resigned group members decide to end their lives and take the turbolift to the transporter room. David beams his team out of existence as they give him a final Vulcan goodbye on the transporter platform.
David exits the transporter room to confront the creatures & go down fighting before he realizes that the USS Horizon is being hailed by another Federation starship - the Enterprise, who are responding to a distress call sent by the Horizon’s captain before the comms system was destroyed. The Enterprise quickly beams aboard all survivors after David briefly explains the situation. Seeing that they have also rescued those from Ten Forward, including the woman who left to get to her kids from their quarters on a separate deck, David, realizing that he killed his own crew of three years for nothing and that they were just moments away from being rescued, drops to his knees, screaming in anguish over what he has done, leaving everyone awe-struck at the Vulcan’s raw display of emotion. After scanning the USS Horizon and determining all living crewmembers have been evacuated, the Enterprise destroys the mist-shrouded starship with photon torpedoes.
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