Ralph Hinkley (Katt) is a Los Angeles public school substitute teacher of remedial education high school students. During a school field trip, Ralph encounters extraterrestrials who give him a suit which endows him with superhuman abilities. Also during the encounter, he is instructed by the aliens to thereafter collaborate with FBI Special Agent Bill Maxwell (Culp). Their instructions are to use the suit as a means to fight crime and injustice in the world.
Subsequently, attorney Pam Davidson (Sellecca), who handled Ralph’s divorce, also encounters the aliens. Through some coercion, she eventually agrees, on occasion, to join Ralph and Bill during missions.