On the eve of the transition from film to digital, the longtime denizens of a camera store confront their personal issues in this darkly comic story.

The story ultimately revolves around two "men of honor"; their relationship, their individual and joint failures and triumphs. Carl Brashear is determined to be the first African American Navy Diver in a time where racism is strife. Leslie Sunday is his embittered trainer, determined to see him fail. Fate, challenges and circumstances eventually draw these two men together in a tale of turbulance and ultimately triumph.