John Croxley is a man with a very unusual problem -- he is able to read other people's minds, and it is driving both him and his wife crazy! While driving home from his psychiatrist, he is stopped by SHADO personel who have sealed off the area due to an incoming UFO. The UFO crash lands into Croxley's house, killing his wife and injuring Col. Foster in a nearby mobile. In the hospital, Foster worries that he is being watched. Later, Straker receives what appears to be a film script, but instead it is a detailed description of SHADO. This was sent by Croxley, who has been reading Foster's mind in the hospital. Straker and Freeman visits Croxley's psychiatrist and learn of Croxley's E.S.P. They are told to meet Croxley in the ruins of his house, however, when they arrive, it is obvious that Croxley has been taken over by the Aliens and intends to kill them!