On a flight from Sacramento to Denver, Professor Ken O'Neal discovers he has a telepathic and loving connectedness with flight attendant Michelle Kolberg. Believing that other "sensitives" probably exist in their midst, they embark on the formation of a group of "like" minds they call the Omega Project at a University of California campus. The Omega Project's benevolent communication is suddenly threatened by powerful people in San Francisco - older men in secret Covens who use ancient mind-control techniques to trap their telepathic victims and perform horrific deadly "feedings" on their brains to strengthen their own powers of domination. A "feeding" on the brain of a university student named Bonny ignites warfare between the Covens and Omega members, with gruesome fatalities. Ken and Michelle learn more about the frightening control of the leaders of the Covens' organization in Europe, forcing Omega to go underground. Fearing the growing capabilities of the Omega members, the Covens call upon their Gypsy allies, some of whom they casually sacrifice as part of their strategy to frighten and execute Omega members. Furious, the Gypsies reluctantly realize they must reconsider their alliances. The battle spills over into Europe, and some innocent bystanders who become aware of the Coven monsters in their midst pay an awful price. Eventually acknowledging the compassionate intentions of the Omega Project, the Gypsy clans cautiously develop trust and agree to help Omega launch a counterattack against the Covens, despite knowing they must face the evil Emil, who is powerful enough to kill by thoughts alone.