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Ralph Hinkley (Katt) is a Los Angeles public school substitute teacher of special education high school students. During a school field trip, the group encounter aliens who give Hinkley 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.