Abstract. We analyse the development of a radiation fog event and its gradual transition from optically thin fog in a stable boundary layer to well-mixed optically-thick fog. Comparison of observations and a detailed large-eddy simulation demonstrate that aerosol growth and activation is the key process in determining the onset of adiabatic fog. Weak turbulence and low supersaturations lead to the growth of aerosol particles which can significantly affect the visibility, but do not significantly interact with the long-wave radiation, allowing the atmosphere to remain stable. Only when a substantial fraction of the aerosol 5 become activated into cloud droplets can the fog interact with the radiation, becoming optically thick and well-mixed. Modifications to the parametrization of cloud droplet numbers in fog, resulting in lower and more realistic concentrations, are shown to give significant improvements to an NWP model, which initially struggled to accurately simulate the transition. Finally, consequences of this work for common aerosol activation parametrizations used in climate models are discussed, demonstrating that many schemes are reliant on an artificial minimum value when activating aerosol in fog, and adjustment of this minimum 10 can significantly affect the sensitivity of the climate system to aerosol radiative forcing.