- Directors: Vondie Curtis Hall
- Producers: Laurence Mark, E Bennett Walsh
- Writers: Cheryl L West, Kate Lanier
- Genres: Music, Romance
- Actors: Mariah Carey, Max Beesley, Terrence Howard, Da Brat, Tia Texada
Lillian, the mother of Billie, is a performer at a nightclub. Lillian tries to rouse the crowd with her torch song, “Lillie’s Blues,” with Billie accompanying her on vocals. The ploy fails and Lillian is fired. After asking her ex-lover (Billie’s father) for money, a defeated Lillian falls asleep while smoking a cigarette and accidentally 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.
Years later, the adult Billie is a club dancer along with her foster-care friends Louise and Roxanne. They meet Timothy Walker, who offers a contract as backup singers/dancers to the singer Sylk. 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 â€“ DJ’d by Julian “Dice” Black â€“ 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 friends’ contacts. Timothy eventually agrees on the provision that Dice pays him $100,000.
Afterwords Billie reads a note Dice had left her, where he tells of his love for her, his plan to see her perform and that he has found Billie’s mother. Billie’s limo takes her to the secluded rural property where she is reunited with her mother.