Sherry (Jillian McWhirter), a professional woman, happily discovers she is pregnant. While this is happy news for her and her doctor husband (Arnold Vosloo), both begin having strange memories from the night of conception. Uneasiness then becomes terror when both are convinced that she is carrying something alien inside her body. Sherry's therapist Dr. Susan Lamarche (Lindsay Crouse) believes that Sherry has a psychological problem, of which Craig is to blame.
The couple contact a UFO/Paranormal college professor (Brad Dourif), who, through the use of hypnosis takes Sherry back to the night she conceived.
They discover that she was abducted by aliens and artificially impregnated. The viewer is shown this sequence several times, with each time showing that Sherry blocked or distorted certain parts of the event in an attempt to accept and understand what was being done to her.
Arnold Vosloo as Dr. Craig Burton
Jillian McWhirter as Sherry Burton
Brad Dourif as Dr. Bert Clavell
Lindsay Crouse as Dr. Susan Lamarche
Wilford Brimley as Dr. David Wetherly
Willard E. Pugh as Eric Davidson
David Wells as Dr. Duke Kelly
Jan Hoag as Nurse Ida
Don Calfa as Jimmy Stevens
Timilee Romolini as Devon Thompson
Nora Paradiso as Karen Boglia
Patty Toy as Nurse Jane
Susan Ripaldi as Nurse Della
Barry Morris as Immigration Officer
Logan Yuzna as Boy Patient
Pancho Demmings as Officer McGuire
Lisa Crosato as Bev