Melanie Ballard is a hard nosed police chief in the year 2025. She and a police snatch squad are sent to Mars to apprehend dangerous criminal James Williams. Mars has been occupied by humans for some time and they have set up mining facilities. The mining activities on Mars have unleashed the spirits of alien beings who gradually possess the bodies of the workers. It soon turns out that catching the dangerous fugitive takes a back seat as the alien spirits begin to rid their planet of the 'invaders'.
Ray Breslin manages an elite team of security specialists trained in the art of breaking people out of the world's most impenetrable prisons. When his most trusted operative, Shu Ren, is kidnapped and disappears inside the most elaborate prison ever built, entirely computerized and constantly changing shape, Ray must track him down with the help of some of his former friends.