Tony (Ike Eisenmann) and Tia (Kim Richards) are other-worldly twins endowed with telekinesis. When their Uncle Bene drops them off in Los Angeles for an earthbound vacation, a display of their supernatural skill catches the eye of the nefarious Dr. Gannon (Christopher Lee) and his partner in crime, Letha (Bette Davis), who see rich possibilities in harnessing the children's gifts. They kidnap Tony, and Tia gives chase only to find Gannon is using her brother's powers against her.
Some college students manage to persuade the town's big businessman, A. J. Arno, to donate a computer to their college. When the problem- student, Dexter Riley, tries to fix the computer, he gets an electric shock and his brain turns to a computer; now he remembers everything he reads. Unfortunately, he also remembers information which was in the computer's memory, like Arno's illegal businesses..