Salvage operators Sean Murphy (Gabriel Byrne) and Maureen Epps (Julianna Margulies) think they might have struck the mother lode when they discover evidence of an abandoned cruise liner floating freely in the Bering Strait. They waste no time in tracking the ship down, and can't believe their luck when they discover numerous gold bars on board; however, they also recognise the need to work quickly as a rip in the ship's hull indicates that it might soon sink and be lost forever. Yet as the crew set to work and explore the ship further, they start to encounter ghostly phenomena and, one by one, the individual members begin turning up dead.

Her marriage on the rocks, Lizzie Cronin (Phoebe Cates) is forced to return to her domineering mother. In desperation, Lizzie calls upon Fred (Rik Mayall), the imaginary friend of her childhood, to help her through this difficult period. But Fred proves to be more hindrance than help - the effects of his actions are far from imaginary and Lizzie must take the blame.