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| Hayden Christensen | Clayton Beresford Jr. |
| Jessica Alba | Sam Lockwood |
| Terrence Howard | Dr. Jack Harper |
| Lena Olin | Lilith Beresford |
| Sam Robards | Clayton Beresford Sr. |
| Christopher McDonald | Dr. Larry Lupin |
| Arliss Howard | Dr. Jonathan Neyer |
| Fisher Stevens | Dr. Puttnam |
| Georgina Chapman | Penny Carver |
While undergoing surgery, a young man experiences intraoperative awareness. He becomes fully alert -- but paralyzed -- and therefore cannot tell his doctors that he is not sedated and is enduring the whole process. Meanwhile, his wife wrestles with demons of her own while her husband suffers through his ordeal.
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