Clayton Beresford, Jr. (Hayden Christensen) seems to have it all - a gorgeous fiancée named Samantha Lockwood (Jessica Alba), an adoring mother Lilith (Lena Olin), a thriving business and all the money a young man could ever want.  But Clay’s life is far from perfect - his relationship Sam is a secret because she actually works for his overbearing mother and he is in desperate need of a heart transplant.

Jack Harper (Terrence Howard) is Clay’s friend and his cardiologist.  Jack was there when Clay first had heart trouble and he helps Clay prepare for the surgery, which will occur as soon as the doctors can find a donor with Clay’s rare blood-type.  Jack stresses to Clay that he must live everyday to the fullest, come clean to his mother and marry Sam without further ado.

When Sam pressures Clay to marry her, he comes clean to his mother.  Lilith responds by offering Sam money to stay out of their lives.  Clay is furious.  He grabs Sam and insists they get married that very night, with Jack by their side as his Best Man.  Shortly after he wedding, Clay’s beeper goes off.  This can only mean one thing - they found Clay a matching heart donor.

Clay and Sam breeze into the medical center where they meet Jack and his colleagues, Dr. Putnam (Fisher Stevens) and Nurse Carver (Georgina Chapman).  Lilith pushes Clay to use Dr. Neyer (Arliss Howard), who is one of the top cardiologists in the country.  But Clay is adamant that Jack perform the transplant and that he trusts him despite several pending malpractice suits.  As Clay nervously prepares for surgery, Sam tries to calm him.

Anesthesiologist Dr. Larry Lupin (Christopher McDonald) bolts into the hospital late, explaining that he had been at a wine tasting.  Everyone expresses concern at this admission but in the end, they decide to proceed with the operation.  Dr. Lupin injects Clay and he gently slips under.  At this point, Clay realizes that he can hear the doctors, still prepping him for surgery.  As Clay feels Jack’s fingers on his sternum, scalpel in hand, Clay knows he’s in serious trouble.

Clay is experiencing “anesthetic awareness,” where a surgery patient can feel everything being done to him, but cannot move or speak.

Clay can feel everything Jack and his team does to his body and believes he is suspended in a nightmare.  He hears conversation that don’t belong and begins to learn that everyone is not who they seem.  Clay begins to realize that he was never meant to wake up from this operation.

Through several more revelations, Clay’s heart line reappears on the monitor.  Was all of this a dream brought on by the anesthesia?  Or did everything Clay hear actually happen?  No matter the circumstances, he opens his eyes.  He is awake.