When a class of students are enrolled in a program designed to help them overcome their fear of flying, they end up with a lot more to deal with than their own phobias. Soon after take-off, the passengers are mysteriously drugged and one is discovered murdered. As the chaotic search for the guilty passenger begins, it is quickly discovered that the charming Elliott (Jeffrey Nordling), is not who he appears to be.
As events take a disastrous twist it is up to air traffic controller, Sikes (Tom Berenger), the shy, nerdy group member, Martin (Craig Sheffer) and aspiring flight attendant Jessica (Jennifer Beals), to save not only the passengers aboard the plane but the unsuspecting population 28,000 feet below.
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