An alien security officer comes to Earth to track fugitives from his planetary system who have taken over the bodies of Earthmen. Unfortunately, while they enter human bodies and thus have a knowledge of humanity, the alien bases his physique on a poster of an underwear model for the Cole brand. Thus the alien (""Cole"") is pretty much clueless about humans and human physiology. A passing bar owner, Mel Porter, takes pity on him and takes him back to her hotel. ""Cole"" quickly cobbles together some Earth technology to track one of the escapees, Rhee, who killed his wife and child. He defeats Rhee thanks to his ""time-stop"" abilities and removes her essence from the human body she inhabits. He also meets Zin, a scientific genius and alien who masterminded the escape. At the end Mel takes on Cole full-time at her bar while Cole prepares to track more of the escapees.

Using his extrasensory powers, Cole figures out how Zin got his confederates into Chicago: by taking over the passengers on a train. Although Cole taps into the station's camera, he can't get a clear look at who they are. Meanwhile, an Inixian named Kaden is distributing an alien drug not only to his fellow criminals, but to humans as well. One of Jess' friends has a heart attack induced by the drug. Cole tracks the gas emissions caused by the drug production and follows Kaden to one of his traveling drug-clubs. Displaying a new ability to temporarily change his body, Cole duplicates one of the guards and manages to get close enough to Kaden to capture his life force.

Two brother/related Orsians, Raahm and Saahm, are trying to track down something from the Roswell crash site. Cole manages to capture Saahm, and uses his essence to intercept the mental transmissions from his ""brother"" with the aid of Earth-Jello. Following the messages, Cole tracks Raahm to Area 51 and tries to stop him from breaking into the military base and grabbing a crystal map. Raahm tells his brother to contact Zin so they can sell the map, but Cole intercepts the message. The two meet in the Roswell cafe, and after a confrontation meet out back to fight. Cole is vulnerable to cold, including a special spray can that Raahm has rigged up. However, Cole falls into a cloud of steam and revitalizes, and proves triumphant. However, Raahm no longer has the crystal map. Cole departs, unaware that the local waitress found it where Raahm hid it and it is now part of her Roswell ""alien"" collection of toys and gimcracks.

Cole is in the middle of pursuing Trof (an Enixian) and about to lose his life when a concealed alien, Nestov, comes to his aid. Cole captures Trof and then prepares to capture Nestov, who asks for his help. Nestov's host, Darian Fawley, was on the train returning with money from a kidnapping when Nestov and the others took over the people on the train. Now Nestov has the money but the rest of the kidnappers are after him because he gave the money to Zin. Cole agrees to help. The kidnapping is still underway, with the kidnappers holding the girl ransom for yet more money. Cole and Nestov track down the girl, only to discover that she had created the whole scheme along with Nestov's host body to get money from her rich father. Cole captures the girl and her accomplice, but lets Nestov go in appreciation of his help...and as a future resource in his attempts to capture the other prisoners.

An Enixian named Jax is knowingly spreading a dealy disease to women through seduction,his only outlet for a buildup of a toxic substance inside him,and Mel is getting personally involved.

A blind man is led into the middle of an intersection and left to be run over by his German Shephard. While picking up Mel from an aborted date, Cole senses the presence of one of his prisoners, and soon determines the German Shephard has been taken over by one of the last arrivals on the train: Medoran, Zin's bodyguard. Zin is putting his bodyguard to use, killing a councilwoman who stands in the way of his desire to have a district of Chicago rezoned. Cole tracks down the dog, which can shift forms into a werewolf-like humanoid, and manages to capture it.

Mel is talking with Det. Bruno, and how he's being taken off the investigation into the mysterious disappearance of her boyfriend, restaurant owner Rod Archer. Cole overhears the conversation and takes on the form of Archer. Mel is understandably upset, but then realizes what Cole has done. Cole can't reverse the transformation, and decides to investigate Rod's disappearance. Several folks working for gangster Marco Sylvestri start gunning for ""Rod"", and then Rod/Cole gets grabbed by the Feds and dropped off at a home 50 miles outside Chicago, and informed he is a member of the wintess protection program. Rod and the Feds faked his death so he could testify against Sylvestri. Rod has started up a new life, which includes a wife and newborn child. One of the Feds is a mole, and tells Sylvestri of Rod's location. Cole and Mel anonymously get Rod and his family out of the house. Cole-as-Rod takes his place, and fakes being killed by Sylvestri. while grabbing a piece of evidence and sendin

Cole spots a face on a milk carton of a missing boy, whom he recognizes from the video recording he took from the train station. He and Mel investigate and determine that an alien Odulian is inhabiting the body of the 15-year-old boy, and is luring unsuspecting teen street kids for his experimentation. The boy and another alien in a doctor's body are trying to extract chemicals for Zin. The Odulian, an aquatic creature, dodges their first attempt to capture him by taking refuge in Lake Michigan. Cole determines the alien needs certain elements to survive, and normal lake water won't suffice because of its high zinc content. Cole tracks down the source for the proper chemicals the alien needs, and finds the base where the alien is performing his experiment. The doctor escapes but Cole captures the Nodulian in a net to prevent him getting back to the water, then extracts the alien life essence.

Cole is pursuing an alien Nodulian, Kres, who is a ""courier""/smuggler. Kres is captured by U.S. government agents and taken into custody. Cole eludes them and uses satellite photography to locate the military base they've taken Kres to. Cole breaks in and discovers Kres is being tortured by Dr. Connelly, who knows that he is an alien. The government knows all about the energy burst that brought the escaped prisoners to Earth, and that Kres has deserted ""his"" human wife and family after being possessed. Kres is susceptible to heat, being an Nodulian. Cole is captured and subjected to the same treatment, which reenergizes him. Connelly realizes that and cools him down. Cole manages to escape using hypertime, but is captured with a fire extinguisher when Connelly lowers the base's air temperature. Kres has escaped from his cell and using an experimental hypertime simulator that Zin created, manages to free Cole. Cole has Mel download a virus into the base's computer, destroying all record

Zin hires the billboard actor whom Cole based his physical appearance on to participate in his plan to frame Cole for murder.

Joshua Keene, who works in a real estate developer's office, leaves a message for his grandfather's answering machine, and is then confronted by a mysterious man who hauls him up to the roof and drops him to his death. The grandfather, Wahota, an elderly Indian tracker, comes to Chicago and believes his son's death was not a suicide as the police claim. After he talks to Joshua's boss, Logan Dunn, the same mysterious man tries to kill him, only for Cole to intervene. Dunn(who we later learn is a DESSERIAN) and the other man are both alien prisoners involved in some real estate scam for Zin. Cole confronts the killer, Marak(who is a VARDIAN and a old friend of ZIN'S), and imprisons his life energy as Wahota looks on. Wahota is pretty cool with the whole thing, and he and Cole team up to take out Dunn. Dunn flees into the woods, where Wahota's tracking skills prove useful. When Cole is caught in a strangle-noose trap, Wahota shoots through the rope with an arrow, giving Cole the break he

With Nestov's help, Cole captures Vesser, who was using Nestov to hire supplies for a theft. A Desserian thief named Zareth is planning to steal something during an art exhibit. Through Det. Bruno, Mel manages to wrangle an invite for her and Cole, although Vic thinks she was using it to set up a date with him. Cole is unable to locate Zareth, and then an assault team led by Max break in. Cole doesn't believe Max is Zareth, and sneaks off to investigate. Bruno is shot and critically wounded. Mel manages to grab a cell phone and call for help, while Cole discovers that the brunette who was the curator's escort is Zareth. Zin set up the theft with Max and his men so that Zareth could break into a vault and steal an ancient Egyptian statue containing an alien map of some sort. Cole intercepts Zareth but she fends him off with her chameleon powers and a can of nitrogen. Zareth shoots Max so that the police can arrest his men, providing a distraction for her to escape. However, Cole uses hy

A young girl, Jamie Swenson, miraculously recovers from an illness and subsequently heals an electrocuted boy. This catches the attention of Cole, who investigates. Jamie has been taken over by Lontoria, a Cyrrhonian prisoner (of the same race as Cole). who escaped from Satrap. She was a political prisoner who thought Zin would give her a second chance on Earth, and she's been attempting to help humanity once she arrived. Zin (passing as a movie producer) wants her to use her powers for his own ends, and the local sheriff is another of the escaped prisoners. Cole is conflicted because he and Lontoria were friends. Meanwhile, the local priest, Father Creighton, believes that ""Jamie's"" powers are God-given, and tries to give her refuge in a church. Zin and the sheriff go after Jamie and Cole intervenes, defeating the sheriff but being fatally wounded by an energy gun Zin employs that was based on Lonotonio's weapon research. Zin is forced to flee and Lonotonio gives up almost all of her

Cole and Mel visit a retreat for bringing romance back into a marriage, on the trail of a telepathically paired set of Orsian convicts. pretending to be a married couples poses problems when the two have to pretend to be intimate, while they try to track the paired convicts, who have figured out a way to scramble Cole's attempts to track them. Suspects abound, but Cole manages to track them down, only to be knocked out and find out the whole thing was a set up so that the two convicts could get into the Watchfire Bar and release Cole's imprisoned lifeforce/aliens. With Mel's help Cole manages to escape and thwart the two just before they can succeed. The two resolve that they can't be distracted by romance again.

A mysterious alien breaks into Mel's apartment.

Cole gets hold of a tape made at the train station when the passengers from the alien-intercepted train arrives. He identifies one of them as Yahir, an aide of Zin's who may have vital knowledge of Zin's plans and the metal triangle Mel's grandmother has. Yahir's body was that of Rudy, a mental patient who has since been taken back to the asylum. Cole poses as a mental patient to reach Rudy and cuts off his dosage so that he can be interrogated about Zin's master plan. Things go amiss when Rudy/Yahir gains his memories back, drugs Cole, and tries to escape with Mel. Cole manages to escape with the aid of his fellow patients, and stops Yahir just in time, capturing his lifeforce before he can gain any information except that the triangle is a key of some sort, capable of letting the prisoners return home.

Cole interrupts a mob transaction between Jimmy and one of the prisoners, Trepp. Cole captures Trepp and escapes, but realizes that Zin and the mob are connected somehow. Despite Mel's reluctance and with Nestov's assistance, Cole takes on the face of an obscure 20's mobster and goes undercover, using his techno-gizmos to give himself a cover story with Tommy, the head mobster. Zin and Tommy's gang are rivals, with Zin taking over their territory. Despite Jimmy's suspicions and Vic's interference, Cole manages to find out that Zin is drilling 300' down in several buildings in the downtown area. Tommy and his gang end up in jail, leaving Cole with another piece of the puzzle.

One of the prisoners, a Desserian named Suudor, is duplicating famous serial killers like Gacy, Manson, and the Boston Strangler. Tracking him, Mel and Cole find he's taken a ticket to England. Coincidentally, Jess is in England with her ex-boyfriend. Suudor is planning to duplicate the acts of the most famous serial killer of all time: Jack the Ripper. Worse, one of Zin's operatives is helping Suudor and gives him pictures of Jess and Mel. Suudor escapes Cole at a hospital and prepares to close in on the women... (to be continued...)

Mel tries to dissuade Jess from meeting with Hunin in Whitechapel to get engaged, but oversleeps. Meanwhile Cole tries to track Suudor and runs afoul of Jager, one of a set of bonded Orsians. He defeats Jager but alerts Parker, his twin-Orsian. Suudor tries to kill Mel and Cole catches up to him but is flash-frozen by Parker. It was a trap to lure Cole in. Suudor goes to kill Mel but Cole manges to recover enough to freeze time, rescue her, capture Suudor, and escape. It turns out Parker and Jager were not any of the escaped prisoners and that Zin already had an organization on Earth prior to the escape. And that Zin had some reason to lure Cole out of Chicago and to London...

The U.S. government project devoted to detecting aliens (from ""Breach"") is back in action. They are keeping the body of Wes Tarber, previously inhabited by the Nodulian Kres alive, and bring Zan (disguised as a ""Dr. Armstrong"") in to revive him. Zan succeeds by injecting it with the essence of Ramel, who didn't get a body in the original takeover because there weren't enough humans on the train. Zin needs access to files in the complex and revives Ramel to get in good, but kills the general he's bribing when the general gets antsy. Meanwhile Cole is analyzing Mel's grandmother's key, which apparently opens some kind of ""door"" beneath the Watchfire. Ramel attacks Cole, who killed his brother previously, but Cole escapes. Cole sneaks into the complex, and finds out that a Vardian ship piloted by an ""Arkin"" crashed into Lake Michigan. A ""Dr. Milos Sandborn"" interrogated the alien and then disappeared before giving his files to the government. Zin wants the files and needs Ramel to help se

Nestov warns Cole that Zin has created a gun that permanently nullifes Cirronian energies, turning them into normal humans for good. The two break into one of Zin's bases and steal it...only for Nestov to turn around and shoot Cole with it! He also takes Mel captive and ties them up, then invites Zin into the Watchfire and gives him her grandmother's key. They manage to get free and when Mel wields the Collector (which can only be triggered by Cirronian energies) she activates it! Cole finally figures out that Mel and her ancestors were part of a Mygar breeding program. She ""jump starts"" him back into his energized state, while Zin unearths the vault beneath the Watchfire and goes down into it. Mel and Cole defeat Zin's henchmen (with Mel using the Collector on one of them!). Nestov reveals he was actually planning a triple-cross, and was hoping Zin would leave. Unfortunately, Cole determines the Vardian device is a universal-destructor unit that Zin plans to use to gain absolute power

After bringing in another escapee after some tests, Cole determines a way to zap all of the remaining prisoners off Earth and back to Sartop at the same time by remote. However, one of the currently held lifeforces is contaminating the process, and he and Mel desperately try to determine which one before the wormhole closes. Things get complicated when Cole is zapped by an energy burst and loses his memory. He gets it back with some prodding from Mel, and they identify the ""contaminated"" lifeforce just in time and get rid of every remaining prisoner on Earth. Cole goes back, his mission completed. But then he returns, realizing his home is on Earth with Mel. But as they celebrate, we see the display screen show all the fugitive prisoners reappearing all over the U.S.