A young man named Clay Beresford (Hayden Christensen) is in love with his mother's (Lena Olin) personal assistant Sam. (Jessica Alba) Clay also has a heart condition that will require a heart transplant surgery. Dr. Jack Harper (Terrance Howard) a friend, is to perform the surgery. Clay's mother voices concerns over his relationship and his choice of surgeon, but Clay is unwilling to listen. He marries Sam and has Dr. Harper perform the heart transplant. During the surgery, Clay suffers a rare condition called "anesthetic awareness" which finds him awake and aware of what's going on in the operating room. He has an out of body experience and ends up uncovering a murder plot against him involving both the Dr. and his new bride! Will Clay be able to save himself from the plot and survive?