The rivalry between two brothers reaches a fever pitch during a charity swim competition.

Sara (Fiona Dourif) is one of five people that an attack in a small diner by a masked shooter. Dr. Andover (Robert Englund), a brilliant scientist and doctor that developed a new way of treating fear-related ailments by way of his "Fear Chamber", initially seemed to be the perfect cure but one by one the patients have all returned to the clinic due to their fears re-emerging worse than they had before.Sara returns to the clinic as well.