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| Johnny Depp | Commander Spencer Armacost |
| Charlize Theron | Jillian Armacost |
| Joe Morton | Sherman Reese, NASA Representative |
| Clea DuVall | Nan |
| Donna Murphy | Natalie Streck |
| Nick Cassavetes | Capt. Alex Streck |
| Samantha Eggar | Dr. Patraba |
| Gary Grubbs | NASA Director |
| Blair Brown | Shelly McLaren |
| Tom Noonan | Jackson McLaren |
| Conrad Bachmann | Reporter |
| Dylan Sprouse | Twins |
| Tom O'Brien | Allen Dodge |
| Lucy Lin | Shelly Carter |
| Michael Crider | Pat Elliott |
| Jacob Stein | Calvin, 2nd Grade Student |
| Cole Sprouse | Twins |
When astronaut Spencer Armacost returns to Earth after a mission that nearly cost him his life, he decides to take a desk job in order to see his beautiful wife, Jillian, more often. Gradually, Jillian notices that Spencer's personality seems to have changed, but her concerns fade when she discovers that she's pregnant. As Jillian grows closer to becoming a mother, her suspicions about Spencer return. Why does it seem as if he's a different person?
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