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Finding the long-lost wreck of the warship USS Charlotte has been the life long pursuit of Levi (Julian Sands), an aging expat running a tourist dive business in the British Virgin Islands together with recent college dropout Noah (Jack Parr).  When the USS Charlotte emerges for the first time in eighty years after a tropical storm, Noah’s friends visiting the island insist for them all to do a once-in-a-lifetime dive on the newly discovered wreck before it’s handed overto the authorities.  The dream dive rapidly turns into a nightmare as the become trapped in the darkness of the Charlotte’s interior, thirty meters down and with a dwindling air supply. 

And then they discover that they are not alone.