Capital-investment firm chief Clay Beresford (Hayden Christensen) is deeply in love with Sam (Jessica Alba), but he struggles to share this with his overbearing mother, Lilith Beresford (played by Lena Olin). Sam works as Lilith's personal assistant, creating a complicated dynamic. Clay, who suffers from a serious heart condition, is scheduled to undergo a transplant operation performed by his close friend and renowned surgeon, Dr. Jack Harper (Terrence Howard).
Despite Clay's trust in Jack, both his mother and her influential surgeon boyfriend attempt to dissuade him from the procedure, concerned about the high number of malpractice suits against the surgical team. Clay rejects their fears and finally confides in his mother about his relationship with Sam, which only intensifies Lilith's disapproval. In a private ceremony overseen by Dr. Harper, Clay marries Sam, hoping to find solace before his surgery.
As the day of the operation arrives, Lilith again pleads with her son to reconsider the surgery. Yet, Clay remains resolute, putting his faith in Jack. Surprisingly, during the surgery, Clay experiences "anesthetic awareness," a terrifying condition that leaves him completely paralyzed but capable of hearing the conversations around him. In this state, he uncovers a sinister plot involving a conspiracy to murder him.
Clay discovers that Dr. Harper, along with another surgeon and a nurse, intend to sabotage his new heart by injecting it with a deadly chemical to ensure it is rejected. To his dismay, he learns that Sam is at the center of this conspiracy, motivated by greed since Clay's fortune would then pass to her after his death. Sam, too, has a hidden past as a nurse at the same hospital.
As the dire situation unfolds, Clay's loyal mother, Lilith, becomes increasingly suspicious and researches Sam's history, eventually leading to a tragic turn of events. Realizing that her son’s life hangs in the balance, Lilith takes a drastic step, overdosing on medications to ensure her rare blood type could save him. In a heart-wrenching conclusion, Clay receives his mother's heart after a poignant sacrifice.
Despite the successful transplant, Clay initially finds it difficult to leave the realm of "limbo," particularly after the loss of his mother. In a revealing conversation, she reminds him of their troubled family past, including the abusive nature of his father. Ultimately, Clay is presented with a semblance of a new beginning, and as he gains mobility, Jack’s voice echoes with a crucial finality: > "He is awake.”
