Lillian (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 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.
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