Former military personnel Clay Beresford (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 new wife and his mother, Lilith (Lena Olin), await 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 Adriamycin) to cause its rejection, thus murdering Clay to collect insurance money to pay off Dr. Harper’s malpractice lawsuits. The scheme unravels and Lilith, realizing what has happened, sacrifices herself so that Clay can live, who is close to death. She commits suicide so her heart can be switched for the poisoned one, and save Clay. Though Sam tries to get away with what she did, Dr. Harper feels guilty and he holds onto proof so she can be charged too. Another surgical team takes over the operation, as Clay barely clings to life and as the conspirators are running away. The new team takes Lilith’s heart and transplant’s it into Clay’s body, as Clay and Lilith have their final moments together in spirit (out of body experience). The new head surgeon announces that Clay has come back to life, as the new team stitch Clay’s wound. Clay, in spirit, is still in the afterlife with Lilith, tries to commit suicide to stay with his mother. Clay makes his new heart stop beating and the surgeons have to use the defibrillator in attempt to revive Clay. As Clay resists being revived, Lilith forces Clay (in the “afterlife-world”) to revisit a scene from his childhood, when Lilith accidentally killed Clay’s abusive father. This scene reveals the truth for Clay and connects his childhood flashbacks. After seeing this scene, Clay gives away to revival, and before the surgeons can shock is body again, Clay allows his new heart to begin beating. As Harper narrates his thoughts ending with “He is awake”, in the operating room, the surgeons finally remove the eye tapes and Clay opens his eyes.