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| Garry Shandling | Harold Anderson |
| Annette Bening | Susan |
| Greg Kinnear | Perry Gordon |
| Ben Kingsley | Graydon |
| Linda Fiorentino | Helen Gordon |
| John Goodman | Roland Jones |
| Richard Jenkins | Don Fisk |
| Caroline Aaron | Nadine |
| Judy Greer | Rebecca |
| Nora Dunn | Madeline |
| Ann Cusack | Liz |
| Camryn Manheim | Alison |
| Edward Schofield | Alien Official (uncredited) |
| Samantha Smith | Flight Attendant |
| Stacey Travis | Woman |
| Gene Wolande | Kalcheim (uncredited) |
| Phil Hawn | Alien Student (uncredited) |
| Janeane Garofalo | Nervous Woman (uncredited) |
An alien is sent to Earth to impregnate a woman, but he finds dating much harder than he imagined.
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