Young billionaire Clay Beresford, Jr. (Hayden Christensen) is in love with Samantha "Sam" Lockwood (Jessica Alba) his mother's personal assistant. Clay requires a heart transplant. Dr. Jack Harper (Terrence Howard) is Clay's heart surgeon and friend. Clay asks Dr. Harper to arrange his elopement with Sam. They marry privately at midnight, then Clay goes to the hospital for the operation. While Clay's mother, Lilith (Lena Olin) awaits completion of his surgery, Clay encounters Anesthesia awareness. The surgical pain causes Clay to have a clairvoyant experience exposing Dr. Harper's plot to murder Clay, also revealing that Sam worked at the hospital under Dr. Harper and has conspired with him against Clay. Sam's plan was to poison the donor heart by injecting Doxorubicin to cause its rejection, thus murdering Clay to collect insurance money to pay off Dr. Harper's malpractice lawsuits.