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.

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

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...)