Highschooler Colt Winters is abducted by an aliens that are studying human behavior.  Part of their study means bestowing each abductee the Alien's Gift.  With this gift, he is able to manipulate thoughts, desires, and the physical body.  First Colt has some fun with his step-sister, Sheri, and then he targets the high school cheerleader, Leah.  Colt continues transforming Sheri to perfection and then heads off to college with Leah, where he has fun with college co-ed roommates, Monica and Holly.  Then he is compelled to go home, and meets Danielle on the flight back.  His funs suddenly stops when he meets up with Brandy, another with the Alien's Gift - and at stake is his mother and step-sister.