Lillian Frank ([[Valarie Pettiford]]) is a performer at a nightclub. Lillian tries to rouse the crowd with her torch song, "Lillie's Blues", with her daughter Billie (Isabel Gomes) accompanying her on vocals. The plot fails and Lillian is fired. Desperate for money, Lillian goes up to her former lovers house, who is also Billie's father, to ask for some. He hands them a small amount of money and Lillian stuffs the cash in her bosom. Despite this, Lilian still feels defeated and lights a cigarette, accidentally falls asleep with it and starts a fire, causing the building to be evacuated. Due to her mother's actions, Billie is [[Foster care|fostered]]. Lillian promises she will regain custody but never does. Billie's father is not in the picture.
Years later, the adult Billie ([[Mariah Carey]]) is a club dancer along with her foster- care friends Louise ([[Da Brat]]) and Roxanne ([[Tia Texada]]). They meet Timothy Walker ([[Terrence Howard]]), who offers a contract as backup singers/dancers to the singer Sylk ([[Padma Lakshmi]]) . Initially, Billie refuses, hoping to achieve stardom on her own terms. After pestering from her friends, Billie relents and the three are contracted. They record the hit single, "All My Life " but Sylk' s vocal is sub-standard. To maximize sales based on the sex appeal of Sylk, Timothy asks Billie to sing while Sylk lip-syncs. Later at a nightclub – DJ'd by Julian "Dice" Black ([[Max Beesley]]) – Sylk debuts "All My Life". Dice, knowing that Sylk is an indifferent singer, is shocked but goes backstage to congratulate her. Sylk insults her backing singers in front of a photographer and Billie , not wanting to take the verbal abuse, exposes Sylk by singing "All My Life " [[a cappella]] in front of Dice. Impressed, he wishes to produce her but Billie turns him down. When she relents, she raises concerns about her contract with Timothy. Dice threatens to not play any more artists from Timothy in his nightclub unless Timothy surrenders Billie and her friends' contacts. Timothy eventually agrees on the provision that Dice pays him $100,000.
Billie and Dice start working on songs: the first being the hit underground single, "Didn't Mean to Turn You On". Dice advises Billie to play off record companies to secure a bigger deal. Ultimately they sign with Guy Richardson of a major record label. With success in their hands, Dice asks Billie to dinner. Later, he asks her up to his apartment and they sleep together. Billie's first major single, "[[Loverboy (Mariah Carey song)|Loverboy]]" is a success. The [[music video]] originally features Billie, Louise, and Roxanne. However, the director, dissatisfied with the results, orders Billie to wear more revealing clothing and replaces Louise and Roxanne with professional semi-nude male dancers. When the male dancers are then ordered to dance closely to Billie, this frightens her. Dice intervenes on her behalf, and they leave the set before the music video can be finished.
Dice is denied permission to produce songs on Billie's debt, including "[[Reflections (Care Enough)|Reflections]]", which Billie wrote about her mother. Billie is called to perform at the USA Music Awards, where she meets singer/songwriter Rafael ([[Eric Benét]]). Later at the party, they meet again, and Rafael suggests they write a song. Dice orders Billie and her friends to leave, accusing Rafael of sexual advances towards Billie. Louise and Roxanne give Billie an ultimatum: them or Dice, but leave before she can choose. Billie cries, but is comforted by Dice as she laments "If you didn't believe in me, none of this would have ever happened." The reconciliation is short-lived as Billie gets a threat from Timothy concerning the debt that Dice failed to pay. Billie tells Dice that Timothy was at their apartment about his debt and her contract. She is confused because she thought he had handled her contract properly. She admits to Dice that Timothy threatened her and Dice, in a rage, puts Timothy in the hospital. In the middle of the beating, Dice is arrested, causing Billie to leave her appearance on ''Late Night Live'' to bail him out. Billie, upset about how Dice lied about her contract and his arrest, argues with and leaves him. With nowhere to go, she goes back to live with Roxanne and Louise.
Billie tries to deal with the pain by creating the single "Want You", with Rafael, which is a hit, but her emotional pain leads her to solo songwriting. Dice also misses Billie, and also begins writing a song. Billie goes to Dice's apartment in an attempt to reconcile. He's not home, but the music he has written is and Billie realizes they wrote the same song: "[[Never Too Far]]". She kisses the sheet music, leaving a lipstick imprint, which Dice later discovers. Dice plans a reconciliation, but is shot dead by Timothy. Billie's management and support crew see a report of the murder on television. They wonder if Billie was with him, they see that she is there and has seen the report. Billie onstage commands the band to stop playing "Loverboy," tells the crowd never to take someone for granted, and that if you love them, you should tell them, because you might never have the chance to tell them how you really feel. She then starts to sing "Never Too Far".