CHARLIE BONNER is on the lam for having stolen from his mob-connected boss. While being pursued throughout the desert Southwest by THE GUNMAN, Charlie stumbles across a murdered family... and their killers are still be on the scene, ready to add Charlie to their list of victims.

Charlie flees and comes across EVA, a hitchhiker he had seen earlier. Fearing for her safety, he picks her up. They say you shouldn't pick up hitchhikers: Eva turns out to be one of the killers... and a shapeshifter. She attacks Charlie and bites him. During the struggle, Charlie crashes his car... and awakens in the hospital to find himself the primary suspect in the murder of the family.

As Charlie is transported to the Sheriff's station, the squad car is attacked and the transporting deputies killed. The killers reveal themselves: a pack of shapeshifters traveling the Southwest. They can't leave Charlie alive; their leader MERRILL has some grand and mysterious plan in the works and they can't risk a bitten Charlie "turning" and exposing their existence before the plan takes effect. They intend to frame Charlie for the slew of murders they have committed, leaving him dead in a staged scene that will be viewed as a failed and fatal escape attempt.

Charlie escapes but now has shapeshifters, law enforcement, the Gunman, and LANSING, a vengeful survivor of a shapeshifter attack, on his trail. As events unfold, Charlie finds himself evolving into a shapeshifter. The bodycount attributed to Charlie rises as the shapeshifters work to frame Charlie as a maddog killer to be destroyed on sight.

During his escape, Charlie kidnaps ANNIE and her autistic son WILLY, not knowing he has stumbled across the key element to Merrill's grand and mysterious plan. Now, Charlie must protect Willy while he struggles to stave off pending transformation, avoid his pursuers, and clear his name.