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The first few scenes in the movie introduce us to Ben Cronin (Jesse Bradford). He is your basic high school athlete, and he's got a pretty good life. He has a golden retriever, a great mom who he works with at a hospital after school, a beautiful girlfriend, Amy (Shiri Appleby), and he's on the swim team. He's the best swimmer on the team, and one day, his coach pulls him aside before practice and tells him that at next week's meet, there are gonna be some Stanford scouts there. This basically blows Ben away, although Amy is a little upset, since they'll be going to college 3,000 miles apart if he gets into Stanford.
The next day, Ben meets the new girl in school, Madison Bell (Erika Christensen). She says that she's having trouble opening her locker, so Ben breaks into it using her hairpin for a lockpick. She says to keep it in case he ever needs to rescue someone again, so he does. That night, he goes to visit Amy at the restaurant where she works, and she tells him that if she went to college at Berkeley instead of in Rhode Island, than she'd be a lot closer to Stanford and they could get an apartment together. He isn't sure what to think, so he says he'll think about it, and settles for kissing her.
The next day, Ben is driving and he almost runs over Madison. He helps her get her stuff together, and gives her a ride to her house.
She gets out and thanks him, and as he pulls away, she looks after him until long after he's gone. When he gets home, he puts his club on the steering wheel and sees that Madison left her notebook in his car (by accident, presumably). He takes it inside and eventually looks at it. He sees a bunch of musical strings in it, and on one page, he finds his initials. He calls Madison and tells her that she forgot it. He goes over and her cousin - the school recluse, Christopher Dante (James DeBello) - answers the door. He says that he's already dating her, so he doesn't need to say anything. Ben starts to deny it, but is interrupted by Madison, who comes down and sends Christopher inside. She thanks Ben for the diary, and then they go out ot a diner. While they're there, Ben tells Madison about Amy, but she says that she got someone waiting for her in New York. We also learn some of Ben's history. Apparently, he started doing drugs five years ago, and that led to crime, which led to six months in juvenile hall, which is where he got his love for swimming (he was forced to clean out their pool, but he ended up doing more swimming in the pool than cleaning). Ben eventually tries to end the date, but instead is convinced by Madison to go to the pool. After awhile, Madison gets in and tells Ben she can't swim (important). Ben starts to teach her, but they end up having sex in the deep end of the pool. Later, Ben drops her off, and she again stands there, watching him go.
The next night, Ben goes to a party at Amy's house. Once he gets there, Amy introduces Ben to her new friend....Madison Bell. Ben gives a forced hello, and then Amy says that she needs to get some stuff out of Ben's jeep. Ben goes into the bathroom, and when he comes out, Madison is waiting. He tells her that Amy is his girlfriend, but she says Amy doesn't need to know. Then she says "Have you seen my panties? I think I left them in your car." Sure enough, the panties are in Ben's jeep. He gets out there just in time to stop Amy form opening the car and seeing them. The next day, Ben gets home from school, puts his keys on the middle hook, and hears his mom say "We're in here!" When he gets there, he sees Madison and his mom looking at his baby pictures. He tells Madison that there is nothing between them, and that making love was a mistake. She gets upset and leaves. When she leaves she takes some keys with her....the ones on the middle hook
Next morning, while eating breakfast, Ben's mom calls him outside. The car is a wreck. Ben says that he must have forgotten to put the club on last night. Later, at school, Ben goes into the library to check his email. The little voice says, 'You have 81 new messages." They're all from Madison, and they're all pictures of her taking a nudie picture of herself using the mirror (the camera is covering her breasts). While he's looking, Amy comes up and surprises him from behind the computer. He barely closes the window in time, and then Amy asks if she can come over later. He says she can't, and she leaves, looking disappointed. Later, in the locker room, Madison sneaks in, and Ben tells her to leave him alone (there're some really cool camera movements here that emphasize Madison's fragile mental state). She says okay, and Ben leaves for work. He goes to one guy who he's normally friendly with (he even gave him a pack of nudie playing cards earlier) but thanks to Madison, he isn't so friendly today. Ben gives the guy some pills and leaves. After he leaves, an alarm goes off from in the guy's room. The next scene is Ben being fired from the hospital for failing to do his job correctly.
Now Ben is mad. He storms into the school library sees Madison, and puts his hands around her neck. He tells her that from that point on, neither one of them should exist to the other. She says okay, and he leaves, with her looking after him. At swim practice the next day, Madison is waiting...for Josh, her new boyfriend and one of Ben's friends. That night, Ben decides that tomorrow he'll tell Amy what happened between him and Madison, but Madison beats him to it, and Ben gets slapped in the face. Amy runs out with Ben after her, while Madison watches from above. That night is the swim meet, but thanks to some steroids in his urine which were snuck in by madison, Ben is disqualified. He thinks that Josh helped her with this, and Josh pushes him in the pool. The day after this, Josh and Madison are necking, but she accidentally calls him Ben, and this convinces Josh that Ben was right and that Madison is crazy.
That night, Ben tries to tell Amy everything, but she doesn't seem to believe him. The next day, Ben goes swimming, but inside the pool he finds Josh, who is dead due to a meeting with the wrong end of a baseball bat. At the funeral, Ben is accused of the murder by a cop who had dealt with Ben back in his drug days. The day after this, Ben goes over to Madison's house while she is performing for some family and breaks into her room. Inside he finds a bunch of stuff about him, some of his goggles, and a doctors uniform for the hospital where he worked. He is about to continue searching, but is interrupted by...Christopher. Christopher tells him that she'll kill him if she finds him here, and takes Ben to his room. He gives ben a case similar to the one that had stuff about Ben in it, and he quickly shoves Ben out the door just as Madison enters. She suspects something is up, but eventually leaves. Meanwhile, Ben is looking at the stuff Christopher gave him, which is articles about a man named Jake Donnelly. Christopher comes out and tells Jake to come with him. They get in Christopher's car and go to a church in New York, where Ben sees that Jake was in a car accident and is now hooked up to a respirator and other life support machines. The nurse says that his girlfriend Madison survived the crash without a scratch, and that she set the room up like this just so it'd be convenient for him, like she was waiting for him to wake up and go back to her. This gives Ben an idea.
While this is going on, Amy has been run off the road by Madison (even though everyone thinks it's Ben). Ben is told all this by his mother. That night at the hospital, Madison is headed towards Amy's room to finish her off. She is outside the room when she hears the PA say "Jake Donnelly, please report to the nurse's station, Jake Donnelly, please report to the nurses station." Madison goes to look, and she sees someone wearing Jake's clothes and backpack at the desk. The man turns and looks at her, then heads to the garage. She follows him, and as he's about to leave, she calls out to him. He comes forward, and she is brought face to face with....Christopher. Suddenly Ben pops up behind her and accuses her of everything. She says that she did it for them, and then one of Ben's friends comes out of hiding from behind a car. She is holding a video camera, and has taped the whole scene - including Madison's confession.
A little while later, the cops show up and arrest Madison. The cop from the funeral says that if everything pans out, then he will personally come up to Ben's doorstep and apologize. As Madison is getting into the car, we also hear that Amy is being taken to Ben's house. In the police car, the car stops at a railroad crossing, and Madison takes out her hairclip and overpowers the cops. Meanwhile, at Ben's house, Amy has finally forgiven Ben when the doorbell rings. Ben gets it, but he doesn't see anyone. He goes outside - LEAVING THE DOOR OPEN - and looks around. He goes back in and says it was a false alarm. Then we see his mom on the floor, unconscious. He goes to her, and then he gets knocked out too. When he comes to, he runs upstairs and sees that Amy is gone. He gets in his jeep and starts driving when he receives a page. It says, "Wanna go for a dip?" Ben turns around and heads for the school.
When Ben gets to school, he heads for the pool. Madison is there, and she's got Amy tied up. Madison says that it could all stop if Ben would just say that he loved her (Madison). He says he can't do that, and then Madison pushes Amy - who is handcuffed to a chair - into the pool. Ben dives in and manages to free her after a couple attempts. He pulls her to the surface and is almost hit by a long pole which Madison is furiously hitting the water with. He grabs it, pulls her in, and heads for the pool deck. Madison starts thrashing, but since she can't swim, she ends up drowning. While she's thrashing, Ben is giving Amy CPR, and she comes out of it. They look at Madison and see her lifeless body floating at the bottom of the pool.
Some time later, we see another swim meet taking place one of the swimmers reaches the deck first, and the coach bends over and congratulates him. Then we see Ben - still off of the swim team, but seemingly okay with it - sitting in the bleachers. He goes outside to his jeep, which Amy is waiting in. He starts the jeep, and the two drive off.
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