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From legendary Sci-Fi director Jack Arnold (The Incredible Shrinking Man, Creature From the Black Lagoon). a glowing brain-like extra terrestrial communicates telepathically with the children of top-secret Air Force base in California. Dave Brewster (Adam Williams), an electronic technician arrives in town for a new job at the base with his wife, Anne (Peggy Webber) and their two children Bud (Michel Ray) and Ken (Johnny Crawford). The boys are drawn, along with the other children from the base to a lonely cave near the beach, where the kids start doing the alien's bidding as the adults try to figure out what's happening with their unruly offspring. The cast includes former child star Jackie Coogan (Chaplin's The Kid), Ty Hardin (TV's Bronco) and Russell Johnson (The Professor from Gilligan's Island).