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| Dennis Quaid | Lt. Tuck Pendleton |
| Martin Short | Jack Putter |
| Meg Ryan | Lydia Maxwell |
| Kevin McCarthy | Victor Eugene Scrimshaw |
| Fiona Lewis | Dr. Margaret Canker |
| Vernon Wells | Mr. Igoe |
| Robert Picardo | The Cowboy |
| Wendy Schaal | Wendy |
| Harold Sylvester | Pete Blanchard |
| William Schallert | Dr. Greenbush |
| Henry Gibson | Mr. Wormwood |
| Orson Bean | Lydia's Editor |
| Kevin Hooks | Duane |
| Kathleen Freeman | Dream Lady |
| Dick Miller | Cab Driver |
| Ken Tobey | Man in Restroom |
A scientifically miniaturized marine unexpectedly finds himself floating around the body of a hypochondriac, and trying to outwit saboteurs who want the device that shrank him. Attempts by his colleagues to retrieve the little man - protected inside a tiny submersible - are hampered by the would-be thieves.
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