An alien creature resembling a human brain preys on children living on a California air force base, communicating with them through telepathy. After his otherwise normal kids are transformed into recalcitrant troublemakers, a technician (Adam Williams) joins in the effort to figure out the true nature of the extraterrestrial menace. Directed by Jack Arnold ("The Incredible Shrinking Man"); Peggy Webber, Jackie Coogan, and Russell Johnson co-star. 69 min. Widescreen; Soundtrack: English Dolby Digital stereo.