The film is an ensemble comedy-drama that focuses on a few people who are afraid of the water and join an adult swim class. Amy Pierson (Paget Brewster) is a calculus teacher going through a divorce with her husband, Paul (Grant Aleksander). Noah Owens (Jeff Branson) is the teacher of the swim class who is battling depression, until he meets Jordan (Jess Weixler), a beautiful casino dealer/exotic dancer who wants to learn how to swim. Other members in the class include a cop (Kevin Porter Young), a cocky woman who already knows how to swim (Liza Lapira), and a married couple (Todd Susman) and (Darla Hill).
Also, at the same time, Jordan's brother, David (Avi Setton) and his obnoxious friend Hunter (Ricky Ullman) are trying to make a documentary about her.