Tom (Slater) is a young man who has taken a job as an armored car courier along side his Uncle Charlie (Asner). Come hell or high water, Tom is determined to deliver safely the $3 million that have been entrusted to him. High water comes, and plenty of it, when his armored car is caught in the rising waters of an immense river flood. Jim (Freeman), a career thief, is equally determined to get his hands on those $3 million. With a miffed, overburdened sheriff (Quaid) trying to patrol the town, Tom relies on help from a courageous young woman (Driver) to protect the money and his life from the very determined and gun-wielding thieves. Ultimately, they all face a sheriff who has plans of his own. What follows is a desperate chase amid the rising waters, and a struggle that shows people are not always who they seem to be.