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.