A group of Connecticut residents with aquaphobia attend an adult education swim class, hoping to conquer their fears. Among the students are Amy (Paget Brewster), a calculus teacher in a failing marriage, and Jordan (Jess Weixler), a blackjack dealer and stripper whose younger brother, David (Avi Setton), constantly follows her with a video camera. Depressed instructor Noah (Jeff Branson) manages to bring hope to the students as they learn to swim, while a romance develops between him and Amy.