A fast-track second-year resident, Dr. Werner Ernst (James Spader) is at the brink of a dazzling career until Felicia Potter (Kyra Sedgwick), the daughter of one of Werner's barely alive patients, struts into his life. Felicia is locked in a struggle with her devout and dowdy sister, Connie (Margo Martindale), over the fate of their father. The senior Potter's life is totally dependent on the mechanical, chemical, and electronic wonders of the ICU's futuristic technologies. While Felicia insists her father never wanted the low-quality of an artificially prolonged life -- Connie declares she communicates with the near-corpse and his wishes are for continued life, regardless of quality or cost. That cost is what most concerns Dr. Butz (Albert Brooks), Werner's mentor, supervisor, and the hospital's besotted chairman emeritus of critical care medicine. Butz intends to wrest every dollar he can from the patient, insisting this is the only sound moral and medical course, an outcome that suits Connie Potter just fine.
Suddenly, the young doctor becomes trapped in the Potters' feud. A feud not just about medical care, but about the disposition of the father's $10 million estate. Ernst's career and his future are on the line as he re-evaluates his ethics and his life from the morass of money and immorality that is modern medicine.