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Capital-investment firm chief Clay Beresford (Christensen) is in love with a woman named Sam (Alba) but is unwilling to tell his mother (Olin) of their relationship. We later find out this is due to Sam being his mother's personal assistant. Clay suffers from a heart condition that requires a heart transplant to be carried out by Dr. Jack Harper (Howard) who had previously saved his life and is now his good friend. His mother and her famous surgeon boyfriend try to dissuade him from going through the operation with a spotty medical history. In the interim he has to disclose his relationship with his fiance Sam. Clay's mother does not take kindly to Clay's haste and asks him to wait until he is older than his 22 years.

Clay becomes upset and leaves with his fiance. He asks Dr. Harper to arrange a wedding for him and Sam. They marry in a private ceremony in a church at midnight. Clay then goes to the hospital to get surgery. His parents try to dissuade him again and refer him to a better clinic and a more experienced doctor. Clay brushes aside their concerns as attempts to interfere with his friendships and proceeds with his original plans. However, during surgery Clay encounters "anesthetic awareness" and finds himself awake and aware, but paralyzed. To escape the pain, Clay has an out-of-body experience and uncovers a murder plot against him. (Spoiler warning).

During his outerbody experience Clay discovers that Dr. Harper, one other surgeon and a nurse are in on a plot to inject his transplanted heart with a chemical that will cause it to be rejected upon transplantation. Dr. Harper has second thoughts at which point Clay's "fiance" Sam comes in to encourage him and even coerces him to go through with the plan and inject the transplanted heart. The heart if rejected would cause Clay to die because he (like his mother is O negative - a rare blood type) and will not find a transplant in time.

In the operating room one of the conspirators fail to show up and a seemingly inept anesthesiologist with an apparent drinking problem shows up to replace him. Meanwhile Clay's mother anxiously awaits for the results of the operation. Sam tries to win over her mother in law during her vulnerable moment. One of the surgeons makes a move on Sam since he feels he had seen her before.

During his out of body experience Clay discovers and remembers things about his fiance that point to her deceipt. Meanwhile as Sam is shuttling between the operating room and consoling (winning over) Clay's mother she forgets her purse in the waiting room. Clay's mother growing suspicious of Clay's newly wed wife looks through her purse and discovers that Sam was a nurse before she became her assistant. Clay during his outerbody experience finds that Sam worked at the hospital and worked under Dr. Harper. He is dejected and accepting his fate walks (during his outer body experience) to his own home and awaits death.

Clay's mother upon discovery of the truth takes an overdoze of the medicine calls her boyfriend to return and save her son. Her surgeon boyfriend returns to evict Dr. Harper and transplants the mother's heart into the son. Dr. Harper and his associates are arrested.

As the transplant is complete Clay refuses to leave "limbo" since he has nothing left in the outside world after the death of his mother. His mother then proceeds to remind Clay that limbo with his mother and an afterlife with his father may not be that ideal. She reminds him that his father was an addict who was abusive to his son. During one such quarrel she had accidentally murdered her own husband as he was about to harm a young Clay. Clay then turns around and leaves while Dr. Harper's words close the movie with "He is awake".

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