The movie is centered around Urban Archaeology, a performance club, in the East Village of New York City run by a 30ish man named Pablo (Michael Cerveris). The club attracts a collection of 20 year olds who come to hide, test their talent, grow, live and sometimes die. Waiting tables and performing in the club are; Annie (Zoe Saldana), 20's, and beautiful with the "voice of an Angel" and Matt (Devon May), the piano player, who has been in love with Annie since she first came to the club two years ago. Unfortunately, Annie lives with Billy (Manley Pope), the ultimate bad boy struggling (and failing) actor.

Pablo encounters his old adversary Nicholi (Adam Pascal) with his beautiful assistant Sabrina (Alice Ripley) on the street. Nicholi's attention is quickly diverted as Annie and Matt come into view. Nicholi picks up on the special affection Pablo has for Annie and Matt and sees an excellent opportunity to settle some old scores with Pablo.

Annie's voice lures Nicholi and Sabrina to her window where they see that Annie's boyfriend Billy has lost his acting job and Annie has to rescue him once again. Delighting in anticipation, Nicholi and Sabrina listen to Annie and Billy declare their love for one another. Nicholi resolves to pray on Annie's weakness for Billy.

Nicholi proposes to Annie to make Billy famous through connections Nicholi has in the business, Annie must only "ask" for this help out of completely selfless motives. Nicholi warns that any hint of selfish motive or regret from her out of Billy's success will result in a "forfeiture" of Nicholi's choice. In fairness, Nicholi cautions Annie that Billy is likely to repay Annie by leaving her as he pursues his success. Feeling secure in Billy's love, Annie signs Nicholi's agreement.

Almost overnight, Billy leaves for the "coast", gets a job and becomes a star. His contact with Annie quickly diminishes. Returning to New York after 6 months he breaks it to Annie that it is time to "turn the page". Annie's anger and hurt turn to regret for having helped Billy. Realizing that her motives were not "pure" Annie is disheartened by her failure to live up to the bargain she made with herself and with Nicholi. Either by Nicholi's handiwork or by her own loss of innocence, Annie can no longer sing the way she once did.

Invigorated by the misery he causes, Nicholi celebrates his triumphs over Pablo. Annie has receded into her apartment. Matt goes to her, hoping to tell her how he feels and pull her back to herself. He cajoles Annie into joining him for coffee and the two have a great time together. Nicholi' quickly puts an end to Matt's plan and Annie's recovery by bringing Billy back to apologize to Annie and ask her come away with him.

Unaware that Annie has resolved to go with Billy, Matt seeks out Nicholi and proposes that Nicholi restore Annie's ability to sing. Not one to pass up an opportunity, Nicholi tells Matt he will restore Annie's voice but any uttered regret on Matt's part will result in "a forfeiture" for all concerned - Nicholi's devilish "trifecta." und selbst die neue Freundin Laila (ZOË SALDANA), die bezaubernde Leiterin der Tanzgruppe, kann ihn nicht dazu überreden. Eines aber steht fest: Wenn Devon nicht bereit ist, sich anzupassen, kann er seine Karriere als Musiker ein für alle Mal vergessen und er wird nie mehr in die Drumline zurückkehren ...