As the centennial of the small town of Antonio Bay, California approaches, paranormal activity begins to occur at midnight. 100 years ago, the wealthy leper Blake bought the clipper ship Elizabeth Dane and sailed with his people to form a leper colony. However, while sailing through a thick fog, they were deliberately misguided by a campfire onshore, steering the course of the ship toward the light and crashing her against the rocks. While the town's residents prepare to celebrate, the victims of this heinous crime that the town's founders committed rise from the sea to claim retribution. Under cover of the ominous glowing fog, they carry out their vicious attacks, searching for what is rightly theirs.