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, still on the scene and ready to add Charlie to their list of victims.

Charlie flees and comes across EVA, a hitchhiker. 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 arrested as 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 by the killers: a pack of shapeshifters traveling the Southwest. Their leader MERRILL plans to establish a blood-drinking world here and can't risk a bitten Charlie "turning" and exposing his plans. 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.

As he tries to avoid capture, Charlie kidnaps single mother ANNIE and her autistic son WILLY, not knowing he has stumbled across the unknown key element to Merrill's grand and mysterious plan. Now, Charlie must protect Willy while he struggles to stave off his pending transformation, avoid his pursuers, foil Merrill's nefarious plan all while clearing his name.