On a foggy London night, a policeman makes his rounds, passing I.M. Foreman's junkyard at 76 Totter's Lane. In the junkyard stands an incongruous-looking police box emitting an eerie hum. Another day of classes ends at the Coal Hill School. History teacher Barbara Wright and science teacher Ian Chesterton compare notes on an enigmatic student, Susan Foreman. Her knowledge of history and science surpasses the rest of the class and possibly the teachers. However, she has very curious gaps about present-day culture — for example, she forgets that England has yet to adopt a decimal currency. Barbara has encouraged her to specialise in history, but Susan is resistant to her suggestion about in-home tutoring, saying her grandfather, with whom she lives, doesn't like strangers. Barbara tells Ian she got Susan's address, 76 Totter's Lane, from the school secretary. She went there and found, not a house, but a junkyard. They find Susan so Barbara can lend her a book on the French Revolution. Ian offers Susan a ride, but she declines. Ian and Barbara resolve to follow her home. After they leave the room, Susan reads the history book and remarks, "That's not right!" Arriving by car at 76 Totter's Lane, Ian and Barbara see Susan enter the junkyard alone. Following from a distance, they search the junkyard for her in vain. Ian is transfixed by a police box there which hums. Touching it, he exclaims that it's alive. They hear someone coming and hide. An old man approaches the police box and unlocks it. The teachers seem to hear Susan's voice from inside, greeting him. They confront the old man, who brusquely shuts the door and refuses to acknowledge that anyone is inside. When they threaten to go to the police, the old man calmly dismisses their claims. The door opens from the inside. Hearing Susan's voice again, the teachers push past the man. They are astounded to find themselves in a much larger space, with futuristic electronic panels and a central hexagonal control console. Susan is shocked to find her teachers there. The old man, her grandfather, is furious at their untimely intrusion. Susan and her grandfather, who calls himself simply the Doctor, say the police box is actually a disguise for their space-time ship, the TARDIS. They are alien refugees from another planet and time. Despite Susan's protests, the Doctor prepares the TARDIS for takeoff, saying he must kidnap Ian and Barbara to protect Susan and himself. The sudden takeoff renders the two schoolteachers unconscious. The TARDIS arrives on a Palaeolithic landscape, over which falls the shadow of a man. The shadow is of a man dressed in animal skins. He watches the TARDIS ominously. A tribe of cavemen are gathered around one of their members, Za. Za is the son of the tribe's previous leader, who never taught his son the secret of making fire. As Za futilely tries to make fire, a female tribe elder throws scorn on Za's abilities and states that Kal, a stranger from another tribe, would be a far better leader. This frustrates Za. Hur, a young cavewoman, tries to pacify him but also warns him that if he loses his position as the leader of the tribe he will lose her; her father is intent on her bearing children for the leader. Back at the TARDIS, Ian and Barbara regain consciousness to find the Doctor and Susan puzzling over readings displayed on the TARDIS' main console. The Doctor tells them they have gone back in time. This annoys Ian, who demands concrete proof. The Doctor opens the door, revealing the barren desert. All four go outside. The Doctor professes confusion as to why the TARDIS has retained the shape of a police box. Ian apologises to Susan and Barbara for stubbornly disbelieving the Doctor's story. Susan is also surprised that the TARDIS is still in the shape of a police box. The Doctor is elsewhere, checking the environment for radioactivity, when the caveman who was watching the TARDIS sneaks up on him and attacks him. His three companions hear him shout and run to his rescue. When they get there, all they find is the Doctor's bag, hat and Geiger counter smashed. Susan hysterically runs off to look for him. Ian and Barbara soon follow but not before Ian finds the sand is freezing cold. Horg, Hur's father, tells Za that Kal claims he knew how to make fire in his old tribe. Za angrily responds that Kal's tribe all died out. Kal would have died too if this tribe had not saved him. Hur again warns him: Kal is bringing in meat and winning favour amongst the tribe. Za says if he has to kill a few people to exert his authority, he will. At this point, Kal, who attacked the Doctor, comes in with the old man's unconscious body. Kal tells the tribe that he saw the Doctor make fire and he should be leader of the tribe now, that the Doctor had immense strength and fighting prowess. Za scorns and mocks Kal, but Horg states that Kal is doing far more for the tribe than Za and if his captive can create fire, Kal should be made leader. Za says the Doctor should be taken to the Cave of Skulls and sacrificed so Orb will return. At this point the Doctor wakes up. He says he can create fire for the whole tribe without any need for killing, but he soon realises he has lost his matches. When he tells the tribe he will need to go back to the TARDIS before they get fire, Za mocks Kal, saying his promise of "an old man who can make fire" was lies. The tribe turns against Kal. In his frustration, he pulls his knife on the Doctor. Kal is on the verge of killing him when Susan, Barbara and Ian attack the tribe, knocking Kal off the Doctor. The companions are soon overpowered. Kal approaches Barbara. Before he can kill her, Za gets in the way and says the four must be taken to the Cave of Skulls and sacrificed as a gift to Orb. The Doctor and his companions are led away. Horg tries to take Hur from Za, but Za insists that with the Doctor's sacrifice, Orb will return and fire will return also. The tribe will retain Za as leader. Horg seems to accept this. The four travellers are sealed in the tribe's Cave of Skulls with the bones of many prisoners. The Doctor notices that the skulls have all been split open. Still in the Cave of Skulls, Ian, Barbara, and Susan try to escape; however, the Doctor seems disconsolate and unhelpful. Ian shouts at him, prompting the Doctor to suggest that they use the bones of the dead to cut the ropes that bind their hands and legs. The group begins to unify. Back at the main cave, the tribe is asleep. The female elder wakes up. She steals Za's knife and heads towards the Cave of Skulls. Unbeknownst to the old woman, Hur has seen her. When she arrives at the Cave of Skulls, she is met by a large stone that blocks the door. However, she seems to know an alternate route. Inside the Cave of Skulls, the Doctor and the others are trying to free Ian so he can defend them if needed. Susan screams as the elder bursts though a gap in the undergrowth that blocks the cave. Hur wakes Za and calls him out of the cave to inform him that the elder took his knife and headed out of the cave. They decide she went to the Cave of Skulls. Hur believes the elder is afraid of fire, so she will kill the four to prevent the tribe from learning the secret. However, the elder is using the knife to free the four, whilst outside Za and Hur try to move the stone. Just as the stone budges, the four escape out the back of the cave. Za, frustrated, throws the elder to the floor. Hur convinces Za that the only way he will retain the tribe's leadership is by capturing the Doctor and harnessing the fire. Za and Hur plunge into the forest in pursuit of the Doctor. The foursome are lost in the forest, trying to find their way back to the TARDIS. Yet again, Ian and the Doctor fall out as Ian takes the lead. Whilst they argue, Barbara trips and falls. She lands on a dead boar and screams. This alerts Za and Hur. The movement of the undergrowth impels the Doctor and his companions to hide. When Za and Hur catch up with them, Za is attacked by a wild beast and injured badly. Against the Doctor's wishes, Barbara and Ian try to help Za. The Doctor tries to stop Susan from going, insinuating that he would leave Ian and Barbara behind. Ian and Barbara help Za, to Hur's bemusement. She does not understand the idea of friendship. Hur is openly hostile to Susan, thinking she is trying to steal Za from her. The Doctor picks up a small stone intending to get Za to draw their way back to the TARDIS, but Ian, still hostile to the Doctor, stops him, inferring some sinister intention to the Doctor's act. The Doctor reminds his companions that the tribe elder is still with the cavemen. He worries she may wake them and set off in pursuit of the travellers. This prompts Ian to build a makeshift stretcher to carry Za back to the TARDIS to heal him there. Back at the settlement, Kal has returned to the cave to find it empty. He questions the prostrate elder, who says she set the Doctor and his companions free. Kal kills her. He returns to the tribe to inform them that it was Za who let the Doctor free so he could keep fire to himself. The tribe are sceptical and Kal says the elder will back him up. When Kal returns to the cave to "discover" the dead elder, he says it must have been Za who killed her. Kal declares himself leader and takes his new tribe off to find Za. The Doctor and his companions happily find the TARDIS. However, their escape attempt is foiled when they see the tribesmen appear. They turn to flee but they find the way blocked by Kal and the other tribesmen. The four travellers are returned to the encampment. At first, the tribe is hostile to Za and his friends, especially when they accuse him of killing the tribal elder, but the Doctor convinces the tribe that Kal killed Old Mother by tricking Kal into showing the tribe his bloody knife. The Doctor and Ian lead the tribe in an attack which drives Kal into the forest. The recovered Za is again declared leader, but instead of expressing his gratitude by freeing the travellers as the Doctor expected, he orders them returned to the Cave of Skulls where he will either learn the secret of fire from them or sacrifice them to Orb. In the Cave of Skulls, Ian makes fire for Za, using friction for a spark, hoping this gift will convince the tribe to set them free. Za comes to speak with them and is entranced by the fire. Ian says that in his "tribe" all members know how to make fire. Za asks Ian if he is the leader of his tribe. He responds (with a nod to Susan) that the Doctor is the leader. Meanwhile, Kal sneaks back into the camp. He kills the guard outside the cave and attacks Za. Kal sees the fire and immediately slashes at Za with his axe. Za grabs a thick branch to defend himself and breaks Kal's axe with it. Finally, Za gains the upper hand, chokes Kal in a headlock, and knocks him to the cave floor. Za picks up a big stone, while Barbara turns her head away, knowing what Za intends to do will be too gruesome to watch. Za smashes the stone on Kal's head with a skull-crushing blow, killing Kal and confirming his leadership; the Doctor is visibly disturbed by this barbaric action. With fire at his disposal, Za is now undisputed. However, he still leaves the Doctor and his companions to languish in the cave. After going out hunting, Za decrees that the travellers will merge with his tribe rather than leave and orders them confined to the cave indefinitely. The four try to think of a means of escape; absentmindedly, Susan places a skull in a flame. This leads Ian to devise a plan to scare and distract the tribe enough to let them flee. Four skulls are placed on top of burning torches. This ghoulish vision distracts the cave dwellers, allowing the travellers to escape into the forest. This time, the four travellers make it back inside the TARDIS; the Doctor only just makes it in before the tribesmen catch up with them. The TARDIS dematerialises as the tribesmen throw spears at the craft, leaving them staring in amazement. Za, however, looks on in defeat. The Doctor explains that he has no idea where or when they will end up next because the TARDIS is not displaying any data to help him direct the ship. In time, the scanner shows their new destination, a mysterious jungle with strange-looking trees. Before they go out to explore the planet, the Doctor asks Susan to check the radiation levels. They are at the normal level. As the four leave the console room to clean themselves, the radiation detector's needle passes into the "Danger" zone. When the TARDIS arrives in a petrified jungle, the First Doctor and his companions are unaware that the planet is highly radioactive. The Doctor is eager to explore a futuristic city that they discover beyond the forest. Ian and Barbara insist on returning to the ship. On the way back to the TARDIS, Susan is separated from the rest of the crew and believes she is touched by a human hand. Once back at the ship, Susan is disconsolate that nobody believes her, and Barbara complains that she feels unwell. There is a knocking from outside the TARDIS, but the scanners show nobody outside. This provokes Ian and Barbara to demand that the Doctor remove them from this place. He seemingly complies, but, determined to get his way, the Doctor sabotages the TARDIS, claiming that mercury is needed for the fluid link. The only place to find mercury is the city. The next morning, when the travellers emerge from the TARDIS, they find a small metal box outside. It holds vials filled with an amber liquid, seemingly dropped by whoever knocked the previous night. Susan places the box in the ship for safekeeping, then the four travellers head off to the mysterious city. It is built entirely of metal, with doorways shaped as squat, rounded arches. The travellers separate. Barbara walks down a series of corridors while doors close behind her as she continues forward. She becomes aware that she is trapped. A strange creature emerges, threatening her with a metal arm. Searching for Barbara, Ian, Susan and the Doctor enter a room full of machines, including a Geiger counter, which confirms they've been exposed to radiation. They realise the gravity of the situation, prompting the Doctor to admit his sabotage of the fluid link and that they should leave immediately, abandoning Barbara. This causes more mistrust between them. Ian takes the fluid link hostage to ensure the Doctor helps him look for Barbara. As they leave the room, they are surrounded by beings known as Daleks, who imprison them. Ian tries to run but is shot by the Daleks, rendering his legs paralysed. They are locked up alongside Barbara. The Daleks summon the Doctor and interrogate him. They explain they are survivors of a neutronic war with the Thals, inhabitants of the planet, which has caused mutations to both races. The Daleks are now confined to their travel machines and limited to the boundaries of their metallic city. The Doctor persuades the Daleks that the travellers will die from radiation sickness if no drugs are found. The Daleks order one of them to leave straight away. The Doctor and Barbara are each too unwell and Ian is still paralysed, so Susan is sent to retrieve the vials that were left outside the TARDIS. She makes her way out of the city and back into the petrified forest, followed by a mysterious figure. The Daleks reveal that when the drugs are returned to their city they shall take them and leave the travellers to die. Having collected the anti-radiation drugs in the TARDIS, Susan prepares herself for the return journey. Outside the TARDIS, Susan encounters a stranger. He is a striking, handsome blond man named Alydon. His appearance proves his race, the Thals, have not suffered the same disfiguring mutations as the Daleks. Alydon is surprised to hear the Daleks are still alive. His race believes they were wiped out during the neutronic war. He explains that he brought the drugs to Susan and gives her more, saying the Daleks should not be trusted. She should keep the second stash secret. He explains that the Thals have travelled many miles across the planet in search of food, as their race is near starvation. They hope to establish a treaty for food with the Daleks. Susan heads off to the Dalek city, while Alydon returns to the Thal encampment and tells his friends about his encounter, hoping Susan can broker a peace and trade agreement. Susan reaches her friends and passes round the drugs, telling them the Thals are looking for peace and food. The Daleks overhear this and imply acceptance to a treaty, asking in return that the Thals help them cultivate the land, but in reality they are plotting revenge and extermination of their old enemies. The message of peace is conveyed to the Thals, who are invited to collect food from the entrance hall to the Dalek city the following day. They believe this a genuine sign of friendship as Susan promised them that if the message was signed by her name it would be genuine. Having recovered from the radiation sickness, the Doctor's party stages an argument amongst themselves that breaks out into a fight. In the ensuing struggle, Susan breaks the camera that has been recording their movement in the cell. Using this new-found freedom to talk, the four speculate that the Daleks are powered by static electricity due to the fact that the floors are made of metal and that the smell of dodgems comes off them. Ian theorises that if they were to break the circuit between the Dalek and the floor, it would become inert. Susan reveals that Alydon gave her a cloak they could use to achieve this. Barbara states that even if this was possible, the Dalek appears to be able to see very well with his eyestalk, so it would be very hard to achieve. However, she devises a plan to use the dirt off of Susan's shoes mixed with water to create mud. The next time a Dalek comes with their food, the captives jam the door, forcing the creature to return into the cell. The four overpower him. They open the Dalek, removing the creature inside so they can use the robotic shell as a means of escape. The monstrosity within is wrapped in Alydon's cloak and dumped. Ian squeezes into the casing. They exit the cell. An alien claw emerges from the cloak. The ruse works when Ian discovers how to control the Dalek internally, rather than have the Doctor push him. They are stopped by another Dalek. Ian tells it that he is one of them and is taking the three human prisoners for further questioning. However, when the same Dalek makes enquiries, it discovers it has been duped and sounds the alarm. In the meantime, the Doctor has magnetically locked the door to stop the Daleks from getting to them. The girls and he try to get Ian out of the casing, but the catch is stuck. As the Daleks burn through the door, Ian convinces them to get in the lift and escape. After much persuasion, they leave Ian behind. Once safe, they send the lift down for Ian. The Daleks enter the room and blast through the Dalek casing to find it empty. Ian has escaped just in time and gotten in the lift. Once he has joined the other three, the Dalek summons the lift to catch up with them. Ian and his friends find themselves at a window, where they observe the Thals arriving to collect the food. The four shout to alert them that it is an ambush, but the Thals cannot hear. The four notice the lift is coming up. The Doctor prises open a door to escape. Ian, Susan, and Barbara throw a Dalek sculpture down the lift shaft to slow the approaching Dalek. By this time the Doctor has gotten the door open and they escape. Once outside, Ian decides to go back and warn the Thals of their danger whilst the others run to safety. As the Thals take the food, the elder, Temmosus, decides to plea with the Daleks for a longer-lasting truce where in return he offers to work with the Daleks to create food and a stable environment. Unbeknownst to the Thals, they are being surrounded by Daleks. Ian, watching this all unfold, shouts to the Thals that it's a trap, and many escape. However, Temmosus is exterminated. The surviving Thals, including Alydon, regroup with Ian and join the Doctor, Susan and Barbara at the Thal encampment. A young Thal named Dyoni provides a history of the planet Skaro from a Thal perspective for the Doctor. It seems that the Daleks were once known as Dals, humanoids similar to Thals. They mutated into their current forms following the neutronic war. The Thals have reacted to their history by adopting pacifism as a creed even though their history reveals them as warriors. Ian attempts to convince the Thals they'll need to fight the Daleks to survive, but the Doctor suggests they leave. To everyone's horror, they discover they can't. The fluid link held by Ian was taken from him when Daleks searched him. The fluid link is in the city, and the four are trapped on Skaro. After trying to convince the Thals that they should be more aggressive towards the Daleks, Ian spurs Alydon to display aggression by threatening to take Dyoni to the Daleks as a trade for the fluid link. The new Thal leader hits him. This act of violence spurs the Thals into using violence only as a means to do good and the Thals agree to help the TARDIS crew. One group will accompany Ian and Barbara as they cross the swamp to the rear of the city situated near a radioactive lake filled with mutants. They can enter the city unseen through a back entrance. The other group, led by the Doctor and Susan, will act as a decoy, entering through the front door. While the Daleks seem to have rudimentary abilities to film what is going on in the jungle, they cannot hear the gang hatching their plan. They are soon distracted. The Daleks' use of the anti-radiation medication left by the travellers has a bad effect on them. Two fifths of the Daleks fall ill. The Daleks deduce they have become immune to radiation and in fact thrive on it. They decide to increase the levels of radiation on Skaro by deploying another neutronic bomb. Whilst this would sustain the Dalek race, it would be impossible for the Thals to survive. The attack party heading for the Lake of Mutations makes good progress on their lengthy journey. Four Thals, Elyon, Kristas, Ganatus, and Antodus, accompany Barbara and Ian. Ganatus and Antodus are brothers and have been to the lake before with fatal consequences to two of their party. The lake contains many mutated beings from the fallout of the neutronic war. Ian soon spots a multi-tentacled creature in the water. The next morning Ian discovers a series of pipes that suck the water from the lake into the city. They prepare for their journey and Elyon goes to the lake to fill the water bags. However, a whirlpool begins to form and Elyon screams for help. The others at the camp run to investigate. Elyon is dead, but even though the Thals are upset (especially Antodus), the party must continue with their journey and climb the mountain to complete their end of the plan. At the front of the city the Doctor's party block the Daleks' video and radio communication masks by beaming light at the top of the masts to scramble the images they get. They use this radio silence to sneak into the city. Whilst this plan is being put into action, the Dalek leaders receive the news that it would take twenty-three days to create a neutronic bomb powerful enough to sustain radiation to ensure the Daleks' survival. As the Daleks absorb this news, the Doctor and Susan sabotage a static electricity control box. The Doctor asks Susan to hand over her key to the TARDIS and drops it into a wall panel to draw power away from the system, promising her he can always make a new key if necessary. Susan points out a second panel, which the Doctor rewires to short-circuit. It destroys some of the Daleks' computer terminals. Unfortunately, their activity alerts the Daleks, who soon surround them. They are taken to the city's control centre and are told of the Dalek plan to irradiate the entire planet. Instead of dropping a neutronic bomb, the Daleks will blow up their nuclear reactors to create the radiation. Meanwhile, Ian's party has found a tunnel that should lead to the Dalek city. They drop into a crevasse that heads directly to the city. Antodus tries to persuade his fellow Thals that they should turn back, saying even if they survive the journey, the Daleks will kill them. While they argue, a rockfall occurs. It injures Antodus and blocks any chance of retreat. The only way is onward — and a vast chasm is their next hurdle. Ian jumps first, followed by the second Thal, who discovers another tunnel they can use. One by one the party has to jump across, supported by a rope that Ian ties to a rock and then around himself. The last to jump is Antodus, who loses his footing and falls into the abyss, his weight breaking the rock and dragging Ian toward the edge. Antodus sacrifices his life to save the others by cutting the rope and letting himself fall. The others press on and soon find themselves at a dead end, with their light fading. They discuss going back; however, as the light cuts out, they see a light from a hole in the cliff and find an entrance to the city. The Daleks have now taken the Doctor and Susan to their control room. They tell him of their plans to wipe out all other life on Skaro so they can thrive in the neutronic fallout. In desperation, the Doctor says that he will help the Daleks build another TARDIS. They say they can do this themselves and don't need the Doctor to help them. At the front of the city, Alydon has also led another band of Thals in an assault, hoping to rescue the Doctor and Susan. By luck this party meets Ian's gang and they elect to attack the Dalek control centre at the same time. Together they destroy the Dalek apparatus and prevent the radiation release. They also disable the power source for the Daleks in the city. The creatures become immobile and soon die, but not before they beg the Doctor to repair their system, which he refuses to do. The Thals are disgusted by all the death, but are grateful that their struggle is finally over. They all return to the Thal camp — this time with the fluid link — and the Doctor and his party make their farewells and return to the TARDIS. It is revealed that Barbara and Ganatus have been having something of a romance; they kiss just before Barbara is called into the TARDIS. As soon as they are in flight, there is an explosion on the console and the four travellers fall to the floor. The Doctor, while attempting to correct the TARDIS' faulty navigation circuits, causes a small explosion. The Doctor, Barbara, Ian and Susan are all rendered unconscious. Barbara is the first to recover and awakens Ian and Susan, who appear to have slight cases of amnesia. The Doctor lies on the floor with a gash on his head. Susan recovers her senses enough to retrieve a special healing bandage from the ship's first aid kit and water from the food machine for her injured grandfather. Suddenly, Susan becomes convinced that an alien presence is on board and has seized control of the ship. The TARDIS doors begin erratically opening and closing whenever Ian moves towards them. When Susan tries to operate the door switch on the console, she receives an electrical shock. As the Doctor revives, Barbara tends to him while Ian carries Susan to her room. There she stabs at him with a pair of scissors, rips her bed to shreds, then collapses. Later, the Doctor, Barbara, and Ian discuss the situation, each alternating between clarity of mind and paranoid sniping. The Doctor checks the system controls with Ian's assistance, while Barbara checks on Susan. Susan has retrieved the scissors and tries to attack Barbara, but stops herself from doing any real harm. When the Doctor tries to determine their location with the view scanner, he finds only images which he recognises as records of the TARDIS' earlier trips. The last image, a picture of planets, a solar system and an explosion, puzzles him. By now, Susan is convinced that not only has an alien intelligence entered the ship, it has taken over at least one of the people. When the Doctor opens the TARDIS doors, they quickly close themselves when Ian approaches them. Soon, the Doctor and Susan begin to accuse their human companions of sabotage to get the TARDIS back to England in 1963. Barbara angrily refutes the Doctor's suspicions with a recap of their recent adventure on Skaro, where she and Ian risked their lives to save the Doctor and Susan from the Daleks. She cites Ian's bravery in the Cave of Skulls. Her tirade is abruptly ended when she sees the cathedral clock the Doctor keeps in the console room has melted, a sight which horrifies her. They all check their watches and see the same has happened to their timepieces. The Doctor excuses himself from the room and returns with a tray of drinks, a "nightcap" which he serves as a peace offering to his companions. Barbara, Susan and Ian retire to their quarters and drink the nightcaps. After looking in on his companions to confirm they are asleep, the Doctor returns to the console. As he examines it, a pair of hands swing him around and grab him by the throat. The Doctor's attacker is none other than Ian. A strange force has overridden the effects of the drug and compelled him to stop the Doctor from operating the TARDIS controls. Ian recognises the Doctor and collapses. Barbara enters and finds Ian and herself openly accused of sabotage by the Doctor. As Barbara tries to reason with the Doctor, Susan enters the room and sides with her grandfather, but then finds herself believing her teachers' innocence. The Doctor threatens to put the humans off his ship; suddenly an alarm sounds. The fault locator lights up, showing faults in every system. An explosion rocks the ship. The Doctor realises the TARDIS' power source, located beneath the console, is trying to force its way out and they are only minutes from destruction. Faced with a common peril, the travellers forget their differences and begin to work together. Barbara deduces that the strange events are an attempt by the TARDIS itself to warn the crew that something is wrong. The Doctor traces the problem to a broken spring in the fast return switch. The malfunction is causing the TARDIS to head back to the creation of a solar system; the strange events were just the TARDIS' attempts to warn its passengers before the ship was destroyed. Fixing the switch returns everything to normal. The Doctor apologises to Ian, who accepts straight away. Barbara needs more convincing but she is eventually won around by the Doctor. The foursome prepare to explore their new surroundings, this time a snowy planet. When Barbara and Susan go outside they discover a giant footprint in the snow. The TARDIS crew have arrived in the snowy wastes of the Plain of Pamir. The ship is damaged and unable to provide light, heat or water. The First Doctor, Ian, Barbara and Susan face the prospect of freezing to death as night approaches and the temperature plummets. Ian and Barbara go out onto the tundra to look for fuel, but Barbara sees a figure in the snow and they hurry back. Meanwhile, the Doctor has discovered what is wrong with the TARDIS but is interrupted by Ian and Barbara's return. The creature follows them back and appears at the TARDIS door. The foursome chase after it but are soon surrounded by Mongol soldiers on the verge of killing them for being evil spirits. A Western man, who turns out to be Marco Polo, interrupts them. Polo welcomes the Doctor, who is suffering from altitude sickness, and his companions to his company. He introduces some of his fellow travellers, including Tegana, a Mongol warlord. Tegana is a peace emissary from the Khan Noghai, who has been at war with Kublai Khan. A young Chinese woman named Ping-Cho is also travelling with Polo so she may meet her seventy-five-year old groom in her arranged marriage. Ping-Cho forms a strong friendship with Susan. The Mongols fear the Doctor is an evil sorcerer who is powerless outside the TARDIS, so Marco Polo forbids him from entering it until their party has stopped in a town at the edge of the desert. Here, Polo says, the Doctor may fix his vessel. When the caravan stops at the way station in Lop, Marco Polo tells the Doctor he is requisitioning his "flying caravan" as a prize for the Emperor to attempt to buy his way out of his service. Meanwhile, the lord Tegana is given a poison for the caravan's water supply by a man. Tegana tells the man he shall use it on the caravan's water supply when they cross the Gobi desert. He then tells the man to follow them out, and on the third night, he shall walk back to him and they will ride back to Lop, wait for two days and go back to the caravan. He then says they shall take the "thing of magic" that will bring Kublai Khan to his knees. The travellers make their way across the Gobi Desert. The Doctor, in a show of petulance, refuses to come out of his tent when they settle for the night, distressing Susan. One night when Ian and Marco Polo are playing chess, Susan vents her frustration that they are stuck on Earth rather than exploring the stars. This spirit for exploring provokes Ping-Cho and Susan to follow Tegana as he walks off into the night. A vicious sandstorm, during which Ping-Cho and Susan are briefly lost, prevents Tegana from poisoning the gourds. Instead he slices them open in the night, knowing full well that bandits will get the blame. Marco Polo insists the caravan press on to the next stop, but the water rations grow lower as the days pass. Finally, Tegana is dispatched to find a fabled oasis. The Mongol finds the oasis easily and drinks from it. "Here's water, Marco Polo", he cries, letting his cup of water pour onto the sand. "Come for it!" With the water supply completely exhausted, the situation grows desperate. The travellers only survive the arid conditions when the Doctor and Susan collect water which condensed on the TARDIS walls in the night. The caravan moves on to the next way-station at Tun-Huang, where stocks are replenished and they meet an incredulous Tegana, who rejoins their caravan. Ping-Cho makes their stay pleasant with the tale of Ala-eddin (Aladdin) and the Hashashin (or assassins). Tegana slips away during the performance and makes his way to the Cave of Five Hundred Eyes, where he is told by the Mongol agents Malik and Acomat that Noghai is assembling an army and marching toward Karakorum. Tegana tells Acomat, a bandit, to attack the caravan soon and kill Marco Polo and the others. Their plans, however, have been partially overheard by Barbara, who followed Tegana to the cave, though she does not realise the extent of Tegana's involvement. She is found and held prisoner by Acomat and Malik while Tegana returns to the caravan, feigning surprise when her disappearance is discovered. The Doctor deduces that Barbara may be at the cave, gets the direction from a man named Chenchu and heads there, accompanied by Susan and Ping-Cho. The Doctor, Susan and Ping-Cho find the cave and enter. Ping-Cho finds Barbara's handkerchief and they all start to shout for Barbara. In the secret room, a Mongol holds a knife to Barbara's throat. Suddenly, Susan cries out, pointing to the wall where there is pair of "painted" eyes moving. Marco, Ian and Tegana arrive at the cave after being tipped off by Chenchu. Barbara is rescued after Ian discovers the secret room. When the party returns to the caravan, Tegana tries another tactic. He tries to make Marco suspicious by telling him that Susan has an unhealthy hold over Ping-Cho and the Doctor has a second key to the TARDIS. This is countered when Barbara states that she was only in danger as she followed Tegana to the cave, but Tegana flatly denies ever having been there before. Marco stamps his authority on the caravan by separating Ping-Cho and Susan, making them ever more suspicious of Tegana. At the next way station Tegana's plans are bolstered when he proves to Marco that the Doctor has a second key to the TARDIS by getting Polo to witness the Doctor leaving the ship. Polo seizes the key and tries to go in, but the Doctor warns him that the ship will be destroyed if an unauthorised person enters it. He is taken away and held under guard. The caravan now catches sight of the Great Wall of Cathay. The route turns south to Lan-Chow along the banks of the Yellow River. At the next town, Sinju, Tegana meets with Acomat and tells him to attack the caravan two nights later as they journey through the bamboo forest. Everyone is to be killed. Acomat goes to wait in the jungle for Tegana's signal to attack. To escape from Polo, Ian cuts through the tent and avoids the guard. His plan is to knock the guard out and allow the others to escape; however, when he reaches the front of the tent, he discovers the guard is already dead. Unwilling to leave Polo and his party to their fate, Ian alerts them to the oncoming danger. He wakes Polo, who wakes Tegana, and they begin to arm themselves. Ian decides it would be best to frighten off the attacking bandits by throwing bamboo into the fire to explode noisily. When the bandits attack, Acomat is slain by Tegana as he is on the point of exposing him. The other bandits flee in fear. In thanks for their help defeating the bandit attack, Marco Polo allows Susan and Ping-Cho to share company once more and permits the others to walk freely again. The Doctor and his companions have worked out that Tegana is the source of many of the journey's troubles, but cannot make Marco Polo realise how dangerous he is. A new traveller arrives at the caravan, a message rider named Ling-Tau. He has travelled from Shang-Tu (three hundred miles away) in just twenty-four hours, changing horses every three miles. He bears a message commanding the caravan to speed up, so Marco orders that once they reach the city of Cheng-Ting, the travellers shall all take to horseback while the TARDIS and the other belongings are brought on later. As ever, Tegana has another plot at the next way station. He meets an ally called Kuiju and bribes him to try to steal the TARDIS while the convoy is split up and take it to Karakorum, where Noghai's troops are massing. Ping-Cho knows where Marco has hidden the two keys to the TARDIS and gives one to Susan to help the time travellers escape. Later that night, the Doctor and his companions sneak out to return to the TARDIS and escape, but Susan returns to say goodbye to Ping-Cho. As she returns, she begins to enter the TARDIS, but she is grabbed by Tegana. She screams. Ian leaves the TARDIS to convince Tegana to free Susan. Tegana orders the others out of the TARDIS and frees Susan only when the Doctor returns the TARDIS key to Polo. Ian takes the blame on himself for stealing the TARDIS key to save Ping-Cho. As the journey enters its final phases, Ian tries to ingratiate himself with Marco Polo again by telling him the truth about the TARDIS. Marco does not believe that the TARDIS can move through time and says he knows Ian to be a liar as he has deduced that Ian did not steal the key and it was Ping-Cho after all. Ping-Cho hears this and, fearing detection, she flees the caravan. On finding her missing, Tegana and Ian offer to go looking for her. Polo says that Ian should go as when they meet Kublai Khan, Tegana should be there. Ian finds her back at Cheng-Ting, having ridden there alone, which is just as well; while there he uncovers the fact that Kuiju has stolen the TARDIS from the second convoy. Back with Polo, Susan and Barbara confront Polo. They believe Ping-Cho should not marry a man so much her senior. This provokes Polo to send Tegana after Ian to ensure he is not trying to liberate Ping-Cho and make off with the TARDIS. Eventually Polo's party arrives at Kublai Khan's palace. The Doctor initially shows belligerence towards Khan but they soon bond over their great ages and the maladies that ensue. Before Khan and the Doctor go off together, Khan tells Polo that soldiers are swelling around their borders, so that it would appear that Tegana's information has been incorrect; Khan awaits the great warrior's return. When Ian and Ping-Cho find the bandit Kuiju on the road to Karakorum, they force him to admit the truth, but Tegana arrives and brandishes his sword. Ian threatens to kill Kuiju, but Tegana says he is of no importance. Tegana approaches, slicing the air with his sword. He smiles sadistically. The stand-off between Ian and Tegana is broken when Ling-Tau and a band of soldiers arrive. They kill Kuiju, but yet again Tegana talks his way out of a tight situation. The entire party agrees to ride on to the imperial palace in Peking. During the stand-off, expecting Ian and Ping-Cho to be killed, Tegana pledges his allegiance to Noghai. Meanwhile at the capital city, the Khan engages the Doctor in a game of backgammon. The Doctor wins thirty-five elephants, four thousand white stallions, twenty-five tigers, the sacred tooth of the Buddha and the entire commerce of Burma for a year — but wagers all this on the liberation of his TARDIS and loses. The Khan presses Marco for the history of the "magic caravan". The emissary admits he was wrong to try to obtain the vehicle, but he only did it to buy his freedom. The Khan is not impressed. He warns Marco that if he does not regain his trust, he will be banished from court. When Tegana returns to court, he convinces Khan that Polo has been defying the laws of the land by not confiscating the TARDIS and slaying the Doctor and his companions when they tried to steal it back. Ian and Ping-Cho tell Khan that Tegana stated he is working for Noghai. Khan is not sure whether to believe them. He says it must be judged in a matter of the court. Nevertheless, events take a turn for the better for others. Ping-Cho is spared a loveless marriage when she learns the elderly man she was to marry has passed away after drinking an elixir of life. Offered the chance to return to Samarkand, she instead chooses to remain with the Khan's court in Peking. The Doctor and his companions, now imprisoned, decide someone has to stop Tegana. They believe he is going to kill Khan to create an easy victory for Noghai's army. They attack their guard and break free. They meet Polo and tell him of their theory. Polo immediately runs to the throne room. Tegana has slain Khan's guards, as well as the Grand Vizier when he tried to protect the Khan, and is moving in for the kill when the Doctor and his allies arrive. Tegana is stopped by a lengthy sword fight with Polo. His mission failed, Tegana takes his own life with a spear rather than be killed by Khan's men. As the bodies are removed, Marco Polo hurriedly gives the Doctor and his party the key to the TARDIS and bids them escape. The "magic caravan" fades away before the eyes of the Khan and his courtiers. The Khan forgives Marco Polo, and implies that he will be permitted to return to Venice. As Polo wonders where the Doctor and his companions are now, an image of the time travellers standing around the TARDIS console is shown superimposed against a starscape. The First Doctor and his companions, Barbara Wright, Ian Chesterton and Susan, land on an island and find the beach is made of glass and the sea of acid. The latter is demonstrated when Susan tries to paddle in a rock pool. Barbara accidentally knocks one of Susan's shoes, which were placed on one of the rocks around the pool, into the "water" where it dissolves. Susan returns to the TARDIS for a new pair and is followed by a mysterious creature in a rubber suit. While Susan is gone, the Doctor, Ian and Barbara discover four glass submarines, one of which holds an empty rubber suit with a rip in one leg; it seems that the creature who wore the suit perished in its journey when the acid got inside. When Susan gets to the TARDIS, she finds footprints. She follows them to a tower looming in the distance. As she looks around, the mysterious creature waits around a corner to strike at her. Just before this happens, the wall revolves and eliminates the creature. Finding Susan is not at the TARDIS, the companions go to explore the tower. They decide to split up. The Doctor is brought inside the tower through the spinning walls, as are Ian and Barbara. When Susan is inside, she finds another of the mysterious creatures which, on the point of attacking her, is stabbed by a mysterious, monk-like figure that Susan encountered earlier. Ian discovers one of these creatures fighting with the same man and pulls the creature off him. The creature is thrown back against a wall during the struggle, a hidden panel opens and the creature plunges down a shaft straight into a pool of acid deep beneath the building. The man introduces himself to Ian as Arbitan. He says the creatures are called Voords and explains that he is Keeper of the Conscience of Marinus, a vast computer developed two millennia earlier as a justice machine which kept law and order across the entire planet. For seven centuries it was absolute, radiating its power around the planet and eliminating even evil thoughts. Then a Voord named Yartek worked out how to resist its impulses and corrupted the system. Arbitan explains that the Conscience has now been upgraded to control the Voord again and needs to be activated. Years earlier he saved it from Voord control by separating the five keys that regulate it. The five keys are in different locations — one is in his possession but the others are scattered over Marinus. He suggests that the Doctor and his companions find them, as all his friends and family have failed to return from the effort. The Doctor refuses and leaves for the TARDIS. When he gets there he finds a force field around it. Arbitan says he has been forced to cut the travellers off from the TARDIS so they will find the keys for him. The Doctor and his companions return to the tower to discover that they are to be moved around the island using pre-set travel dials. As the four teleport away using the dials, Arbitan is overcome and stabbed to death by a Voord that has gained access to the tower. When the travellers reach their destination they discover Barbara, who teleported first, has vanished, leaving only her travel dial, which has blood on it. The Doctor, Susan and Ian search for Barbara on the other side of a set of double doors. As they open them an alarm goes off, accompanied by a blinding light. When they stop they see Barbara reclining on a chaise, her every need attended to as if she were a queen. She explains that as she was transported, she panicked and tore at her travel dial, scratching her wrist; the dial then fell off. One of the inhabitants, Altos, says that they are in the city of Morphoton, an advanced and pacific society. He impresses the travellers with the luxuries, advances and aesthetics of the city. Initially sceptical, the Doctor and Ian are won over by the generous hospitality and beneficence that the people bestow upon them. In the night a young slave-girl, Sabetha, places a small disc on the heads of the sleeping travellers. While Barbara sleeps, her disc falls off. The powerful hypnotic pulse (the mesmeron) has no effect on her. Morphoton is governed by four brain creatures with hideous eyes on stalks, which communicate through their life-support machines. The Brains of Morphoton use hypnosis to control the entire city. They have outgrown their bodies, and the entire human population of the city is now subject to their will. When Barbara awakes, she sees the truth: the city is a place of dirt and squalor. She disturbs her fellow travellers with her assessment, claiming that what appears luxurious is squalid. When Susan shows her new dress, she says it is rags. Barbara is taken from her friends but escapes from the clutches of Altos. She finds her way into the dungeons and meets with Sabetha, the same girl who put the discs on the travellers' heads. Barbara deduces Sabetha is Arbitan's missing daughter; she is wearing one of the Keys of Marinus about her neck. Meanwhile the Doctor and Ian are taken to what appears to be a state-of-the-art laboratory, but it is just an empty room and the so-called scientific instruments contained within are just old cups and plates. Barbara tries to break Sabetha's conditioning but fails. Altos comes to take Sabetha away as the Brains of Morphoton order and stops Barbara's escape. Sabetha knocks out Altos. Barbara leaves, promising Sabetha she will return for her. As Barbara prowls the corridors she comes across Ian, whom she embraces. As they talk, she realises that the Brains of Morphoton now control him. They will punish Sabetha, make Susan take her place, put Ian to work, and make the Doctor work in the lab. Ian takes Barbara to the Brains of Morphoton, who order Ian to kill her. He begins to strangle Barbara, but she breaks free and smashes the control room and life support systems. They die, and all the human subjects of the city are freed with their original memories returned. They start to destroy the city. Altos remembers he too was sent to the city by Arbitan, and he and Sabetha decide to join the Doctor and his friends on their quest. The six now split up. The Doctor goes ahead to find the final key in the city of Millennius, while the others venture to find the second key in the next destination. Susan arrives first, wanting to avoid a long goodbye with her grandfather, but soon her ears are deafened by a growing screeching. The next location for the five is a dangerous, screaming jungle, which has a particularly debilitating effect on Susan. In the jungle is an ancient temple. Ian finds an archway but it is overgrown with the copious flora. While Ian, Sabetha and Altos look for another entry, the flora reaches out to grab Susan. Even though Ian instructed Barbara not to go into the temple, she finds that the flora can be moved easily. She walks down the passage where she finds a statue — which to her surprise has the key propped on the top. However, when Barbara takes the key, the statue holds onto her and the wall reverses, trapping her. Her companions decide that if she were in real trouble she would use her travel dial to escape, but Ian is sceptical and wants to ensure her safety. He tells the others to go on while he stays to rescue Barbara. As they go, Sabetha realises that the key is a fake. It is shorter than the other one. This gives Ian more reason to stay on. Once they are gone Ian replicates Barbara's movements and is likewise trapped. He finds Barbara in a large, booby-trapped hall. Barbara saves his life by shouting as a statue brings its axe down where he was standing. They find doors which need a metal bar to open. Ian finds a bar, but this is also a trap and brings prison walls down around him. Barbara is the victim of a trap when she walks through the doors that have magically opened and is trapped in a net as the dagger-filled roof lowers itself on her. In the temple is an aged and dying scientist, Darrius, who wears a robe similar to Arbitan's. He stops the roof to save Barbara. He suspects she may be a Voord. Doubtful she has been sent from Marinus, he takes her time dial to inspect. Ian, who has escaped from his prison, finds them just in time to save Darrius from a creeper. The weak, old man explains the traps of the temple are for the Voord. He too is a friend of Arbitan. Before dying, he tells Ian and Barbara the key is hidden in "D-E-3-O-2" and points to a door. On entering the next room, they find it is a laboratory. Their attention is drawn to a safe on one of the lab benches, which has letters and numbers on the dial. Ian thinks DE3O2 could be the combination and tries it, but the safe remains locked. He tries a second time, treating the "3" and "2" as the number of dial turns, but again the safe fails to open. Ian and Barbara come to the conclusion that Darrius may not have been referring to the safe at all, and search the room. As they do so, Ian finds Darrius's research, mutating flora with a growth accelerator, increasing the rate of nature. As night falls, the screaming of the jungle starts and tree branches enter the laboratory to destroy the equipment. Ian realises that the letters and numbers are chemical symbols. The two barely retrieve the key from a jar labelled DE3O2 before the vegetation overruns the room. Jumping to the next location, they find it bitterly, paralysingly cold. Ian and Barbara teleport to an icy wasteland. Unable to move in the crippling cold, they pass out. They wake to a suspicious trapper, Vasor, who saw Susan and Sabetha in a nearby cave but would not risk his life to save them. Ian offers to go and trades his dial for some of Vasor's furs, leaving Barbara alone with Vasor. As she clears away dishes, she finds the chain that Sabetha was wearing, along with four travel dials, in a drawer. Vasor sees her looking and becomes angry, saying that he left them to die. This is his plan for Ian, too. He then attacks Barbara. In the wastes, Ian finds Altos, bound and abandoned. Altos tells him Vasor is to blame. They return to the trapper's hut and confront him before he can attack Barbara. They order him to reveal the stolen keys in his possession and take them to the caves where he abandoned Sabetha and Susan. Vasor refuses, claiming there are demons in the cave, but the two men force him. The two girls have searched the icy caves themselves and have uncovered a block of ice connected to piping. It is protected by Ice Soldiers, seemingly statues. As they run from the statues, they meet their friends, who have crossed a rickety rope bridge. In revenge, Vasor unties one end of the bridge, trapping them on the other side. While Ian and Altos make a bridge of tree trunks to cross the chasm, they find the next key frozen in the block of ice. They remove the key by turning a dial on one of the pipes, which releases heat from a volcanic spring. This also revives the Ice Soldiers, who chase after the travellers to regain their key. Susan bravely crawls across the wobbly trunks over the chasm and reattaches the bridge. They flee to the trapper's cottage to retrieve their stolen dials. Before they use them, Vasor grabs Susan and forces the travellers to fight the soldiers. Vasor is killed by the Ice Soldiers as they break into his cabin. The travellers activate their travel dials. In the next location, Ian discovers the key in a display case, with a dead man lying on the floor nearby. Soon Ian himself is knocked out by a man who steals the key. Before he leaves, the man frames Ian for the murder of the mutilated body by placing the bludgeon in his hand. When the travellers reach the next location, Ian finds himself accused of the murder of Eprin, a friend of Altos who discovered the key shortly before his death. The key has disappeared, and Ian is also accused of theft. In the city of Millennius, the legal system is "guilty until proven innocent". In other words: Ian is already guilty of the crimes of which he is accused, and the sentence will be death unless he is found to be innocent by the court of Millennius. It is up to the defence to prove Ian's innocence beyond reasonable doubt. The other travellers are reunited before Ian's trial, at which the Doctor will serve as defence counsel. He gets a postponement for two days while he gathers evidence and uses the time to work out what really happened to Eprin. The relief guard, Aydan, is implicated in the murder. To find evidence, Barbara and Susan go to the apartment of Aydan and talk to his wife, Kala, who gives away nothing. When Aydan returns home, he is angry with the women and orders Barbara and Susan to leave. Outside in the corridor, they hear a loud slap and a scream of pain from Kala; Aydan has obviously hit her across the face. During the trial the Doctor calls Sabetha as a witness. He tricks Aydan into confessing by claiming that one of the already recovered keys is the one that they found in Aydan's hiding place. Aydan confesses, but is shot and killed by an unseen person before he can implicate anyone else. As the Doctor sums up, Barbara, Sabetha and Altos are taken out of the trial by Larn. They get a telephone call which Barbara answers. It is Susan, who says that the murderers have kidnapped her and they are going to kill her if the trio don't stop investigating. Altos, Barbara, and Sabetha decide not to tell the Doctor of Susan's disappearance and to visit Kala to see if she has any information on who might be connected to her husband's death and Susan's kidnapping. She says she can't help them and breaks down in tears, but begins laughing when the trio leave. Susan is bound and gagged in another room. Kala takes a phone call from someone saying that Ian has been sentenced and Susan can be killed. The trio realise it must be Kala who has taken Susan hostage, as she had talked of the call they got from Susan without any of them having mentioned it. They return before Kala kills Susan, as she did her own husband with a hidden gun, and the plot is uncovered. Reunited with the Doctor, they learn that Kala has admitted her part in the crimes but they must discover her accomplice to prove Ian did not kill Eprin. They are thwarted when Kala swears she was working with Ian. Susan remembers that when Kala was on the phone; the man said he would pick up the key later that night. The Doctor and the officials of Millenius wait where the Doctor has deduced the key is being kept — in the mace used as evidence in court. The man trying to sneak it away is Eyesen, the Court Prosecutor. Ian is freed and the trio return to Marinus. Altos and Sabetha have travelled ahead with all but the last key. They do not know that Arbitan has been killed and that Yartek now rules Marinus. Yartek has seized the first four keys and holds Altos and Sabetha prisoner, awaiting the fifth and final one. The Doctor and his companions arrive and fail to find Altos and Sabetha. They split up, Ian and Susan going to find Arbitan with the key and Barbara and the Doctor going to find Altos and Sabetha. Ian and Susan find someone who appears to be Arbitan, but his face is hidden beneath the hood of his cowled robe; he warns they must not come near him as he has a dreadful disfiguring disease caused by a power surge from the Conscience. However, this is actually a disguised Yartek. Ian gives "Arbitan" the key and goes to get the Doctor. He finds him releasing Altos and Sabetha, who tell them the Voords now reign on Marinus. Ian says he gave Yartek the false key from the Screaming Jungle. Although pleased, Sabetha and Altos warn the travellers that this will cause the Conscience to explode when the key is put inside it. The travellers run. When Yartek places the false key in the Conscience, the machine duly explodes and he is killed along with the occupying Voords. The Doctor and his friends flee the tower with Altos and Sabetha before the growing blaze overtakes the ancient structure. With the Conscience destroyed, the people of Marinus must now find their own answers, which the Doctor believes is a good thing: man was not meant to be ruled by machines. The travellers say goodbye to Altos and Sabetha who say they will start a new life together in Millennius. The TARDIS crew arrive in Mexico in the 15th century in the inner sanctum of an Aztec tomb. Barbara and Susan leave the TARDIS first and begin to explore the crypt. Barbara, whose specialist knowledge is on the Aztecs, finds a bracelet and absentmindedly puts it on. Susan finds a door in the wall, which Barbara goes through. Susan goes back to the TARDIS for the others. Barbara is met by a man who, thinking she is a trespasser, fetches warriors. When the warriors come for her, however, he sees the bracelet on Barbara's wrist and his opinion changes. When the First Doctor and Ian go through the trap door, they find Barbara gone. Even more worrisome, once all of them are through, the door closes behind them and refuses to open. The Doctor says that it would have been built to allow the gods out, but not allow grave robbers in. Soon the man that accosted Barbara returns and introduces himself as Autloc, the High Priest of Knowledge, and says that Yetaxa seeks an audience with them. The travellers go to meet this deity. On their way they encounter the High Priest of Sacrifice, Tlotoxl. When the travellers are taken to Yetaxa they are surprised to see that it is Barbara. Once they are alone, she explains that as she was wearing Yetaxa's bracelet when she was captured, the Aztecs believe her to be a reincarnation of the deceased high priest, and therefore a god. Barbara demands the Aztecs give the Doctor and Ian free run of the civilisation. Although they agree, Tlotoxl has ideas of his own. He convinces Autloc that Ian should be the leader of their army, to which Ian begrudgingly agrees. While Ian goes to meet Ixta, his rival for command, the Doctor is taken to the Garden of Peace. Here he meets Cameca, a local sage and philosopher, of whom he quickly becomes very fond. This does not stop him from smooth-talking her into a meeting with the son of the designer of the temple Topau, to find a way of retrieving his TARDIS from the centre of the tomb. Ian meets up with the Doctor again and tells him that in order to prove himself to Autloc and Ixta, he needs to escort the person to be sacrificed to the god of rain to put an end to a drought. Ian is reluctant, but the Doctor says that he has to do this to not blow their cover. The Doctor tells Barbara of this, and Barbara refuses to allow it. She believes that if she stops human sacrifices, the Aztecs will not become extinct and will live on as a better civilisation. The Doctor tells her that she cannot change history. Barbara remains obdurate. Just before the sacrifice takes place, Barbara puts a stop to it. Both Ixta and the first victim are outraged. The sacrifice, furious that he has not had the chance to prove himself, is encouraged by Tlotoxl to throw himself from the top of the tomb, which he does. The rains soon come. Triumphant, Tlotoxl says that this proves that sacrifices are necessary. Barbara denies this and says that sacrifices shall no longer be practised. This infuriates Tlotoxl, who vows that he will unmask Barbara as the fraud that she is. The Doctor berates Barbara for interfering. Tlotoxl now suspects that she is not a real god, and Susan has been taken to a seminary after her outburst. However, the Doctor soon brightens up when he recounts to Barbara his encounter with Cameca and the chance he could learn more about the construction of the tomb. Meanwhile Ian and Ixta are practising for their showdown. Ian is irritated by Ixta's boasting and states that he could kill Ixta with just his thumb. He soon proves this by applying his thumb to a pressure point at the back of Ixta's neck that renders him unconscious. Tlotoxl enters to this sight and is shocked to see that Ian is gaining the upper hand over his favoured candidate. Autloc says that as Ian has disarmed Ixta, he is the rightful commander of the Aztec army. Desperate to prevent this, Tlotoxl convinces the next human sacrifice, the Perfect Victim (whose last days are spent in total control of those around him), to order that another, more equal contest be held. This is agreed to. Tlotoxl offers Ixta untold riches if Ian is killed in their battle. Meanwhile in the Garden of Peace, the Doctor and Cameca share stories and flirt. He convinces her he should meet the son of the tomb's designer by saying that he is only called the Doctor because he is "a scientist, an engineer. I'm a builder of things." When Cameca leaves to ask the son, it is clear that the Doctor is smitten by her. Tlotoxl visits Barbara and warns her that he is getting more people to believe that she is not the real Yetaxa. He begins to question her on knowledge of their ways, but she counters that such should be done by the High Priest of Knowledge. He says that Autloc will question her later. Until then she is confined to the tomb. To tease her, he tells her of the fight that is to take place between Ian and Ixta. This clearly distresses her. Ixta is elsewhere, practising for his fight. Cameca visits him and tells him the "older servant of Yetaxa" wishes to see him. Realising the Doctor doesn't know his name or his rivalry with Ian, he will meet him and try to destroy the travellers from within. All this time Susan has been receiving tutoring from Autloc and Tonila on how to be a good wife; whilst successful in learning the kowledge, she struggles with some of the more antiquated views of a woman's role in this society. Ixta goes to the Garden of Peace to meet the Doctor. He says he would love to show the Doctor some drawings that his father made of the tomb, but he is to be in a fight that evening and he must do well. If he loses, he will be dishonoured and not allowed to speak with anyone for days. The Doctor suggests that they can help each other. The Doctor goes to a plant he has been studying and draws a pin through it. Presenting it to Ixta, he states that one scratch from this needle will render his opponent weak and unable to fight anywhere near his true capability. Ixta accepts this gratefully and says that he will meet the Doctor there the following day. At the tomb, Autloc questions Barbara on why she deems it so important to stop the sacrifice. She claims to prophesy the downfall of the Aztec civilisation with such barbaric acts of butchery. This affects Autloc. She asks Autloc to see to it that the fight between Ian and Ixta remains a non-fatal one, as it was intended to be. Later the Doctor goes to visit Barbara, who immediately tells him he should not be there. She is supposed to be in isolation whilst she is being questioned. However, the Doctor has enough time to recount his encounter with Ixta, only for his pride to be spoilt when Barbara informs him that Ian is the adversary against whom the Doctor has aided Ixta. As the Doctor leaves the tomb, he is arrested by Tlotoxl for talking to Barbara. Barbara demands that the fight between Ian and Ixta not go ahead, but Tlotoxl insists that this is something that cannot be quibbled about. The fight between Ian and Ixta begins. Ian is clearly winning until Ixta scratches him with the needle. As he flags, Ixta strangles Ian. Tlotoxl bays for Ian's death whilst Autloc says that Yetaxa forbids human sacrifice. Barbara tries to break up the fight. Tlotoxl says she should not have left the tomb but then states that if she is truly Yetaxa she would be able to stop the fight herself. An unsure Barbara approaches the pair of men. Barbara responds to Tlotoxl's demand by unsheathing his knife and holding it to Tlotoxl's neck, saying that if the fight continues she shall kill Tlotoxl. Tlotoxl reluctantly stops the fight. Back at the tomb, Barbara further tries to convince Autloc that the ritual of sacrifice is one that will soon see the end of the Aztec civilisation. She seeks his support in stopping the coming sacrifice. Tlotoxl finds the Doctor in the Garden of Peace to ask why he gave Ixta the needle that would weaken Ian. The Doctor says that he didn't know whom Ixta was fighting and that he did it to get the plans of the tomb. He convinces Tlotoxl that the only way for him to prove if Yetaxa is real is by also finding his way into the centre of the tomb. Back at the scene of the fight, Ixta wakes Ian and tells him what has happened. He is more amiable with Ian now, assured that, come the next fight, he can beat him. Tlotoxl asks Ixta if he can see the plans that he promised the Doctor. Ixta informs him there never were such plans. He was using the information that Cameca gave him to get the draft from the Doctor. As Ian and Ixta leave, Ian overhears Tlotoxl trying to convince Tonila that the only way to prove Yetaxa a god is by poisoning her. If she dies she is a fake, but if she lives she is a god, as poison would not affect her. Tonila seems convinced by this argument. In the Garden of Peace, Autloc asks Cameca why she has been so happy of late. Cameca confides in him that she is in love with the Doctor and intends to get him to drink cocoa with her, an Aztec symbol of committing to marry someone. Cameca spills the cocoa beans she is holding in front of the Doctor. Unaware of the symbolism, he asks her to join him in a cup of cocoa. Meanwhile, Ian sneaks into the tomb to warn Barbara that Tlotoxl is plotting against her and her plans to save the Aztec nation are futile. She had earlier thought that all Aztecs were like Autloc and that Tlotoxl was a bad apple. In reality, he tells her, it is Autloc who is the exceptional man, while the rest of the society feels as Tlotoxl does. This conversation is interrupted by Tlotoxl and Tonila, who present Barbara with wine in the guise of friendship. Ian, who has hidden behind a column when the men came in, gestures to her not to drink it. Barbara asks Tlotoxl to drink first. When he refuses, Barbara denounces it as poison and throws the cup to the ground. She shouts at Tonila to leave, and then confides to Tlotoxl that she is indeed a fake, but that if he tells anyone she will get the Aztecs to destroy him. At the Garden of Peace the Doctor and Cameca are sharing their cocoa when Cameca says that she is happy they are getting married. The Doctor is shocked. Meanwhile Autloc and Tonila are talking about Susan's impressive progress as their student, but they recount the headstrong ideals she holds about a woman choosing whom she wishes to marry. Tlotoxl overhears them and decides to use this against Barbara in order to unmask her as a fraud to the rest of civilisation. Again he enlists Tonila to help him. Later that day, during Susan's studying, Tonila brings the Perfect Victim to her, who demands that Susan marry him. She refuses. Tonila jumps on this defiance and says that Susan must be punished for such a breach of conventions. Back in the Garden of Peace, Cameca shows the Doctor a brooch that belonged to Ixta's father, with whom she was once in love. She says that it was found in the Garden of Peace, from whence he went missing years ago. Tlotoxl and Tonila tell Barbara that someone has been defying conventions. According to the law she must be punished. Barbara reluctantly agrees, anxious not to further blow her cover. Whilst this is happening, the Doctor goes to Ian to show him the brooch that belonged to Ixta's father, who he suspects had escaped into the tomb. He plans to find out if there is a secret entrance anywhere. Ian says he'll meet him at the Garden of Peace that night. The Doctor also tells Ian about his "fiancée", which Ian finds most amusing. Autloc goes to see Barbara and says that he plans to stand with her in her objections to sacrifice. This pleases Barbara, but her joy is short lived when he informs her that the person to be punished is Susan. Barbara says that both the sacrifice and the punishment have to be stopped. Autloc is unsure, asking Barbara whether she would sacrifice the civilisation to spare one girl pain. Later that night, Ian sneaks out of his dormitory to meet the Doctor. He is followed by Ixta. When they get to the Garden of Peace, the Doctor has discovered that one of the panels in the wall can slide. Ian slides it away and goes in. He leaves the Doctor behind, saying it might be too dangerous. Whilst Ian explores the passage, Ixta shows himself. Feigning ignorance that he saw Ian go in, he tells the Doctor that the stone must be put back. It forms part of a dam. Unless the stone is replaced the garden will be flooded. He does this, much to the Doctor's discomfort, as inside the water begins to puddle around Ian's feet. As the water rises, Ian finds a loose slab over his head which he moves aside. He crawls through tunnels and finds his way back to Yetaxa's tomb and the TARDIS. He ties a rope to an ornament on the door and opens it, bringing the other end of the rope with him to leave some purchase to open the door later. Barbara is shocked to see him as he exits the tomb. As she questions him as to how he got there, they hear someone coming. Ian hides. It is the Doctor, worried that Ian has been killed. Ian reveals himself and shows the Doctor his plan for getting back into the tomb. Ian decides to free Susan from the warriors so they may leave. Meanwhile, Tlotoxl is congratulating Ixta on his murder of Ian and tells him that he must guard Susan. Susan is brought in to him. Ixta tells Susan that he killed Ian; Ian, approaching him from behind, knocks him out and escapes with Susan. When Ian and Susan return to the tomb, the foursome try to open the door but the rope breaks. Meanwhile, Ixta has regained consciousness and an irate Tlotoxl berates him for his loss of Susan. Worried that Autloc will take Ian's seeming resurrection as yet another sign of Yetaxa's powers, Tlotoxl has Ixta frame Ian by using Ian's club to knock Autloc unconscious and put the blame on the travellers. To gain access to the tomb again, Ian returns to the hatch in the Garden of Peace. He takes Susan with him to watch for others. When they get there, they find Autloc unconscious on the ground. Ian finds the club and realises he's being set up, but it is too late. Ian is arrested. As Autloc regains consciousness, he proclaims Yetaxa a false goddess. With his plan falling into place, Tlotoxl plans with Tonila a way of getting rid of Barbara. He will lock her away in a room during the eclipse so that those around them think that she vanished. Meanwhile in the Garden of Peace the Doctor is making a pulley to open the door. Cameca says she will do anything for the Doctor for Ian to be saved. He says that the only thing that might help is by Autloc going to talk to Barbara. Barbara convinces Autloc that it wasn't Ian. However, he says that the situation is out of his hands. He can find a way to free Susan, but not Ian. After his talk with Barbara, he goes to the Garden of Peace. He is in a state of confusion and doubt of his faith. He gives Cameca his badge of honour, symbolising his position as High Priest of Knowledge, his house, and all his possessions. He asks her to give it to Susan's guard as a bribe to liberate Susan. Autloc leaves to go into the wilderness. As the Doctor and Susan put the finishing touches on the pulley system, Tlotoxl tells Barbara that the sacrifice is preparing outside. Tlotoxl also tells her that Autloc has left forever, and that there is no hope for her friends. Meanwhile, Autloc's plan to free Susan works better than expected. While Cameca shows the guard the badge, Ian uses the distraction to knock him out. Susan escapes with Cameca and Ian takes the guard's head dress as a disguise. Tlotoxl lays out his plan to Tonila. He says that if it works, Tonila will take over from Autloc as the High Priest of Knowledge. Back at the tomb Susan is reunited with her grandfather and Barbara. The Doctor thanks Cameca and they say their goodbyes to one another. Cameca gives the Doctor a seal to remember her by. Tonila finds the guard unconscious and a furious Tlotoxl orders Tonila to kill him. Tlotoxl rushes off to ensure that the travellers do not disrupt the sacrifice. As the sacrifice begins, Tlotoxl, blinded by rage, tries to kill Barbara. Ian stops him, and Ixta and he fight. Ian kills Ixta by throwing him off the top of the tomb during the fight. By this time, the door has been opened and the travellers escape through it. Tlotoxl watches them go and then performs the sacrifice. Hearing all this, a desolate Barbara asks what the point of travelling through time and space is if they can't change anything. The Doctor reassures her that even if she hadn't changed a civilisation, she changed Autloc's life and made him see the truth. Barbara goes back into the TARDIS. The Doctor is about to leave Cameca's seal behind, but turns back to pick it up again. Later in the TARDIS the Doctor looks bemused and tells his companions that half of his controls are telling him the TARDIS is stationary and the other half that it's moving. Ian wonders if they have landed on something; a worried looking Barbara asks if they could have landed in something. The TARDIS travellers find they have landed on a drifting spaceship, and its crew is dead. The corpses are warm, even though their self-winding watches (which are powered by the movement of the wrist) say they have been dead for at least twenty-four hours. As the travellers go to leave, one of the crew members, Captain Maitland, regains consciousness. Ian Chesterton helps revive him with a device he later calls a heart resuscitator. They use this device on the other crew member, Carol Richmond. The two tell the travellers they are on an exploration mission from 28th century Earth and are orbiting Sense-Sphere. Its inhabitants, the Sensorites, refuse to let them leave orbit; they are able to control the brains of any human around them. They say the Sensorites put them to sleep but never kill them; indeed, the Sensorites feed them regularly. As they leave, the TARDIS crew do not notice a mysterious figure burning the lock out of the TARDIS. As Ian starts to question Maitland on the future of Earth, the Doctor decides they should leave lest Ian learn too much. It is then they discover that the lock is missing. The TARDIS is permanently locked. The Sensorites send the Earth ship on a collision course with the Sense-Sphere by taking over the minds of the pilots. The Doctor diverts this; the TARDIS crew seem to be immune to the Sensorites' power. Carol says they have found different people are affected in different ways. She speaks of another crew member named John, who was affected more. When Maitland is asked about John, he says he'd rather not talk about it. Later that day, Barbara and Susan are making food for the rest of the crew and ask Carol where they can find some water. Misunderstanding the directions, they go through a sensor-operated door. An unknown man, seemingly John, locks them in with him. John appears to be in a zombie-like state and shuffles towards the frightened girls. However, when he has them cornered, he collapses in front of them and weeps. Barbara consoles him and says she will make sure he gets better. Meanwhile, outside the door, the rest of the crew realise Barbara and Susan are stuck inside with John. Maitland begins to use a cutting device to get them out. While this is happening, Carol confides to Ian that John and she were to be married when they returned to Earth. As the cutting goes on, Maitland hears a noise. It is an approaching Sensorite ship. The crew ready themselves at the controls as the ships roam into sight. Eventually the ship is surrounded and Ian is astounded to see a Sensorite at the window. The Sensorite at the window renders Carol and Maitland paralysed. The Doctor awakens Maitland and reminds him of Susan and Barbara trapped on the other side of the door. Maitland continues to cut them out. In the locked area, Barbara and Susan comfort John, who is still distressed. He appears to be in almost constant communication with the Sensorites, who are trying to convince him to scare away the travellers. He refuses to do this because they are his friends now. This defiance leaves him crumpled up in pain on the floor. John senses two Sensorites have entered the ship. He informs his new friends. Susan mentions to Barbara that she once visited a planet named Esto where there was a species of telepathic plants which screeched if you stood between them because you affected their thought pattern. With this in mind, Barbara and Susan try to overpower the Sensorites by focusing on the phrase, "We defy you", at the same time. The Sensorites crumple to the floor. Ian and the others open the door and release Barbara, Susan and the unconscious John. Whilst Ian is putting John to bed, John mentions the phrase "the dreams of avarice." Ian shares a theory that John discovered something about the Sense Sphere that would prove valuable to the human race. This is why they have trapped the vessel. Maitland states that John was the ship's mineralogist. A quick glance at his findings confirms to the Doctor that the Sense Sphere is rich in molybdenum, a precious material. As the Doctor makes this discovery, the Sensorites mentally attack Carol and Maitland again. Barbara and Ian look for the Sensorites and eventually find them. Barbara runs back to the crew to ask how to lock the doors to imprison them, whilst Ian slowly backs away, threatening them with a hammer he's found. Barbara has to wake John to help lock the Sensorites out. Barbara notes that they were reasonably passive and never tried to harm Ian. As Barbara and Ian go back to the others to discuss what to do with their prisoners, the Sensorites start to cut through the lock. The Sensorites talk to Susan telepathically through the door, asking her to ask the others whether they can talk. This is agreed to. They inform the travellers that they have allocated an area of the Sense Sphere where the humans can live in peace but they mustn't leave. The Doctor confronts the aliens and says that he will not live on the Sense Sphere and demands the lock to his TARDIS. The Sensorites leave to decide what to do. The Doctor notes to his companions that the Sensorites' eyes dilated greatly in the light. This means they would be almost blind in low light. The Sensorites contact Susan again. She appears to agree to something. She informs the Doctor that she has agreed to go to live on the Sense Sphere with the Sensorites lest they kill all the humans. Two Sensorites take Susan away and the door to the control room closes. The Doctor and his companions refuse to let Susan just leave and chase after the Sensorites and her. They demand her return, but the Sensorites insist they need a hostage to ensure the safety of their planet. Susan agrees with the Sensorites, eager to save the lives of her friends. The Doctor shouts at her seeming submission to being kidnapped, which upsets her. When the Doctor tries to grab Susan, the Sensorites draw a weapon. Ian dims the lights which, as the Doctor previously theorised, leaves the Sensorites blinded and terrified and lets the humans slip away. The Doctor and Susan argue about whether she is adult enough to make her own decisions yet. Meanwhile the Sensorites have brokered an agreement with Ian. Barbara and Maitland will remain on the ship with a Sensorite warrior, while the other humans go down to the Sense Sphere to talk with a Sensorite Elder. Ian reluctantly agrees but is swayed when the Sensorites say they will be able to cure John on their planet. The Sensorites also share why they are trapping them in their atmosphere. They recount a story of humans visiting the Sense Sphere. In their eagerness to leave and inform the rest of their people about the riches of the Sense Sphere, they crashed. This crash polluted the Sense Sphere with a mysterious disease which has been killing many Sensorites ever since. The Doctor promises to see if he can uncover the cause of this mysterious illness. The humans leave for the Sense Sphere. On the surface of the mysterious planet, three Sensorites are talking. The Elder Sensorite is justifying his decision to the others, saying that the risk he is taking in inviting the humans into his palace will be rewarded if the Doctor can cure the Sensorites' disease. The others seem dismissive of the human race, saying they are lesser beings and loud and ugly and should have been met in the mountains. The two other Sensorites act subservient in the Elder's presence, but as soon as he leaves they doubt his leadership. The most vocal Sensorite in this uprising is the Administrator. He tells the other Sensorite he so distrusts the humans that he has aimed a disintegrator at the room where the humans are to meet the Elder to preserve the Sense Sphere's purity. The humans are welcomed into the court of the Elder where John and Carol are taken away to be cured, and the Doctor, Ian, and Susan are ushered in for a meeting with the Elder. Meanwhile, the Administrator is setting the coordinates for the humans' destruction. Just as he is about to shoot, a Sensorite comes in and orders the Administrator to stop, saying the humans are harmless and only here to help. The Administrator complies reluctantly, but he also doubts the Elders' capabilities and discusses an uprising with his friend. Back in the court the humans are given food and water. The Elder shouts at a Sensorite servant, incredulous that his guests have not been given the same food and water as he. He sends the water back with the Sensorite, insisting he return with the Crystal Water. However, Ian has already drunk his. The Elder explains the rigid hierarchy of the Sense Sphere. Elders such as he wear two sashes, other controllers wear one and the populace are content with no sash. The Doctor asks about the difference as one rises up the social order. The Elder says the higher, the better your quality of life and the better food and drink. The Doctor asks if any of the Elders fall foul of the disease. The Elder responds in the negative. Through this conversation Ian has been coughing and choking. On being asked, he says his throat is burning up and asks for some water. He falls to the floor, unconscious. The Elder informs the Doctor that this is the first sign of the illness and Ian is dying. The Doctor and Susan try to figure out what has caused Ian's collapse. They suspect the water, the only thing that Ian experienced that they did not. The Doctor suspects that the disease the Sensorites speak of isn't a disease, but poison. Meanwhile two Elders discuss whether Ian's collapse is a subterfuge of the Doctor's to gain their trust, to seemingly cure him and then regain the TARDIS. They decide to allow the Doctor to try to cure the poisoning. This news does not please the Administrator, who orders the scientists to murder John, whose mind they are trying to erase. An Elder berates him, saying his constant belligerence will get him into trouble. The Administrator tells the scientist that the Doctor is evil and is trying to gain the Sensorites' trust only to betray them. John, half conscious, seems to agree with this, saying, "Evil." The Administrator convinces the scientist the human is admitting this and tells him to pass it on to the Elders. When the scientists leave, John tells the Administrator that he meant that there is evil among the Sensorites. The Administrator says that he knew that all along and does not care for what humans think. His only wish is to wipe them from existence. The Elders hear the Administrator's theory and decide to not allow the Doctor into his TARDIS but instead allow him access to their own laboratory. This upsets the Doctor, who shouts at them, which clearly causes them pain, but eventually he reluctantly agrees. The Administrator talks to another Sensorite about how to reclaim the key to the disintegrator. He says that the only way that Sensorites tell each other apart is by their sashes. If he were to disguise himself as an Elder, he could get it back. The Doctor briefs the scientists on what he is looking for. He suspects the water supply has traces of atropine poison in it. The scientists tell him that there are ten different places, or districts, where the water is taken. He asks them to fetch samples for him to test. He finds only District Eight has traces of atropine. The Doctor prepares an antidote. Meanwhile the Administrator kidnaps an Elder and his family. He takes the sash, saying he will use it to prove to the Elder that the Doctor is evil and does not intend to help them at all. He says the antidote that the Doctor has made is actually a poison and believes Ian has been falsely acting ill and he will pretend to get better. The poison will be given to the Sensorites to wipe them out, leaving the humans to harvest the Sense Sphere. The Administrator soon proves this is an effective plan when he encounters a scientist who thinks him an Elder. He tells him to give him the antidote to give it to Ian. As soon as the scientist is out of sight, he smashes the test tube on the floor. If Ian gets better, he will know that the Doctor has been lying, but if he dies then the Doctor will be proven true. A scientist escorts the Doctor to the aqueduct to investigate the source of the poison. The scientist says they can not stay long as it is dark and their plans to light it are always scuppered. When the Doctor tells the scientist that he plans to enter the aqueduct, the scientist balks and warns him there are monsters inside. The Doctor asks if they have ever seen the monster. The scientist says they have only heard his roar. The Doctor dismisses him but speculates how convenient it is that the aqueduct is dark and noisy, two things the Sensorites cannot tolerate. The scientist returns to the Elder and tells him the Doctor has gone into the aqueduct. The Elder is disgusted, saying that the aqueduct is death to anyone that enters. Hearing this, Ian and Susan go to rescue him. The Elder, impressed with the humans' love for each other, telepathically tells his fellow Elder that they are mistaken and the humans are noble people. This message is heard by the Administrator, who is disgusted with the Elder's weakness but delighted that the humans are heading to their death in the aqueduct. Ian and Susan reach the aqueduct. The scientist gives them a radio electric light. Ian seems to be getting weaker but still enters. Deep inside the dark aqueduct, the Doctor seems to have found what he suspected he would — Deadly Nightshade. Just then, a terrifying roar echoes through the tunnel. The Doctor looks up in terror towards an unseen figure. Ian and Susan hear him and run towards the sound. They find the Doctor prostate on the floor, rumpled but unharmed. His only injury is a rip in his jacket. Once out of the aqueduct, the Doctor shares his theory that a Sensorite is plotting against them and the beast in the aqueduct is poisoning the water supply. Unluckily for the travellers, they have been overheard by a Sensorite loyal to the Administrator. Back at the palace, Carol speaks to the Sensorites about John, wondering why their interference with her lover has made him so ill. The scientist explains the Sensorite brain is always open and always receiving information. The fear compartment of John's brain is always terrified. Carol also wonders why he constantly speaks of treason and betrayal. The scientist says it must be a delusion. Sensorite society is built on trust and respect for others. The Sensorite spy reports to the Administrator that the Doctor is onto his plot. The Administrator demands the Second Elder contact the Chief Warrior to hand over the key to the disintegrator. This the elder begrudgingly does. The Administrator goes to pick up the key in the courtyard. As the Doctor, Ian and Susan return to the palace, they decide to ask if Barbara may join them on the Sense Sphere. They encounter the Administrator disguised as an Elder. He takes the key from the Chief Warrior. The Doctor pursues him to ask if Barbara could be brought to the Sense Sphere, but the Administrator runs off. When the Administrator returns to the disintegrator room, he starts to set up the weapon. The Second Elder overpowers the Sensorite helper, snatches the key from the Administrator and bends it. The helper composes himself and clubs down the Elder. When the Second Elder is found to be dead, the helper is worried this will expose them, but the Administrator says this can work to their advantage. He asks the helper if he can describe the Doctor. When told yes, he takes them to the palace. The Chief Elder receives the Doctor and his friends, his kindness underlined when he gives the Doctor a cloak to replace his coat. The Doctor offers his plan to purify the water supply. He intends to go back into the aqueduct and slay the monster within. He is interrupted by the Administrator, who tells the Chief Elder that the Second Elder has been killed. The helper says he saw the Doctor kill him in a fight over the disintegrator key. The Chief Elder asks if he was sure that it was the Doctor. The helper says that he could tell by his distinctive hair and he could clearly see that the Doctor took the weapon out of his coat. Ian cross-examines the helper, making sure he says again that he saw the Doctor's coat. At this point the Doctor stands and reveals he is wearing a cloak. The helper tries to change his story, but the Chief Elder sends him to prison. The Administrator apologises to the Elder for bothering him. The Elder says he was doing exactly what he ought to. The Administrator gives the Elder the sash of the Second Elder and says he should now pick his replacement. The Doctor, seeing an opportunity to befriend another Sensorite, suggests the Administrator. The Elder agrees and gives the sash to the Administrator, who shows no gratitude to the humans. Meanwhile John is entirely healed and reunited with Carol. He also recognises Susan. When Susan asks what he was referring to when he spoke of betrayal he says that he can't quite remember but is sure that a Sensorite is plotting against the humans. The Administrator pounces on this and asks whether the treacherous Sensorite is in the room. John says he is not. The Administrator leaves and John says that the only thing he remembers about the Sensorite is that there was something odd with his uniform. Elsewhere in the lab the Doctor has discovered an old map of the aqueduct which he asks the scientist to improve and bring to him in order to have a working map for their expedition. John remembers the strange feature of the treacherous Sensorite is that he had a collar. The Doctor is distraught to realise it is the Administrator that is evil. Meanwhile the Administrator has sprung the Chief Warrior out of prison and is asking another favour of him: to neutralise the weapons given to the Doctor and Ian. The Chief Warrior says that that is easily done. He also intercepts the map of the aqueduct and corrupts it so that the explorers will get lost. Ian and the Doctor are given the false information and the ineffective weapons by the Chief Elder and ask that Barbara be allowed in the Sense Sphere to look after Susan. The Chief Elder agrees. Ian and the Doctor decide to not tell Susan that they are going as she would only demand to come with them. They leave for the aqueduct. Carol, John and Susan, unaware of the Doctor and Ian's journey, are preparing a meal for the other humans' return. After a long wait, Carol goes to look for them, but, as she crosses the courtyard, a hand grabs her. Carol is brought into the disintegrator room. She is forced to write a letter to John and Susan saying she has gone to the space ship. The Administrator does not know that Barbara has been brought from the ship and can prove Carol was not there. When the humans get the letter, they grow more suspicious of the Sensorites. They show the letter to the Chief Elder, who says that the letter is obviously forged. They also suspect something has happened to the Doctor and Ian, but the Chief Elder says that they have gone into the aqueducts and did not want to worry their friends. Susan points out the ink on the letter is still wet. Carol must be near. The Chief Elder suggests the disintegrator room. John goes to investigate and enters as the Chief Warrior threatens Carol with the disintegrator. While John distracts him, Carol disarms him and the Chief Warrior is imprisoned again. In the palace, the Administrator is talking to the Chief Elder, acting concerned at the Chief Warrior's escape. He asks if the Chief Warrior has implicated anyone else. In the aqueduct the Doctor and Ian discover something moving ahead of them. As Ian edges forwards to investigate, a human attacks them. They scuffle and the man escapes. All that is left is a badge in the shape of a rocket ship. Back at the palace it is decided that, since the Doctor's weapons and maps are faulty, another party should enter the aqueduct to rescue them. Barbara and John will go in. Susan will stay behind and guide them by transmitting her thoughts to the Sensorites — Barbara borrows one of the Sensorites' communications tools. Back in the aqueduct the Doctor and Ian pursue the humans but are then surrounded by them. The humans take the two men to their commander. The Doctor suggests that these are survivors of the last expedition to the Sense Sphere. They are curious to know if the men are alone. They say they are. As they are taken deeper into the aqueduct, the Doctor marks the wall in case they need to escape. Barbara and John take this to be a sign to follow them. When the two men meet the commander, he explains they are survivors of the first expedition. The ship that crashed all those years ago were militia deserters. The commander blew up the ship before they escaped. His group has been poisoning the Sensorites to wipe them out and harvest their planet. He seems to believe his men are at war with the Sensorites. At this point one of the men comes in to report more people coming. This angers the commander, who believes the Doctor has lied to them. When Barbara and John turn up, the Doctor convinces the men they are a victory party celebrating the glorious human victory. They head to the aqueduct's exit. Barbara surreptitiously contacts the Sensorites to position themselves at the mouth of the aqueduct with their weapons, where they seize the humans. Afterwards, at the palace, the First Elder has given permission for Maitland to take the astronauts back to Earth where they can receive medical treatment and announces that the Administrator has been banished to the outer wastes of the Sense-Sphere for his crimes, never to return. The TARDIS lock has also been replaced and the travellers are free to leave. Some time later, in the TARDIS, the travellers are watching on the scanner an image of the spaceship disappearing into space on its way back to Earth. Ian comments that at least Carol, John and Maitland know where they are going. This angers the Doctor, who says that wherever they land next, he is leaving Ian there. The Doctor, Ian, Barbara and Susan arrive at a destination that the Doctor assures his guests is 1960s Earth. He intends throwing Ian and Barbara out there and then, but they butter him up and convince him that they should just check to see if he has been accurate in his landing of the craft. When they leave the TARDIS it is clear that it is Earth but they note how dark it is and that there appear to be no street lights around. While Ian investigates he finds a small feral boy in the wood. After questioning, the boy informs the travellers that they are 12 km from Paris. The Doctor states that 100 miles from the intended destination — whilst not perfect — is pretty good. Before they can question the boy any more, he runs off. The foursome continue to explore and eventually find an abandoned house. They split up and explore it. Barbara, Ian, and Susan begin to suspect that the Doctor has not been as accurate as he imagined when they find 18th century furniture and clothes around the house. They also find fake papers, some of which bear the signature of Robespierre, the chief orchestrator of government during the Reign of Terror in the year 1794. They deduce the farmhouse is being used as a staging post in an escape chain for counter-revolutionaries. They put on some of the clothes so as to not look conspicuous to the others when they go back to the TARDIS. Ian goes to look for the Doctor, but as he leaves he is accosted by two counter-revolutionaries named D'Argenson and Rouvray. They hold a gun to Barbara, Ian, and Susan and try to ascertain if they are loyal to the revolution or are counter-revolutionaries like themselves. They ask if they are travelling alone. Barbara replies in the affirmative. Rouvray says that this is a lie as they have found the Doctor upstairs. They assure them that he is all right, but they are still hostile to the travellers. The impasse is ended when a band of revolutionary soldiers surrounds the house and demands their collective surrender. Instead of storming the house they wait outside, counting on the counter-revolutionaries to lose their nerve. This ploy bears fruit when D'Argenson, who has seemed nervous from the off, gives himself up, thinking that his surrender will spare him the guillotine. Reluctantly Rouvray joins him. They are both killed. The soldiers now enter the house and capture Ian, Barbara, and Susan, thinking they are counter-revolutionaries also. They inform them that they will be marched to Paris and the guillotine. The parting action of the soldiers is to set fire to the farmhouse — unaware the Doctor is inside. The travellers stare at the house as the roof falls in and the Doctor lies unconscious on the floor. Once in Paris, Barbara, Ian, and Susan are sentenced to death for being traitors to the Revolution. They are swiftly imprisoned, with Ian put in a separate cell from Susan and Barbara. Once Ian has been dispatched, the lecherous prison warden says that he would be able to help the two girls escape, but Barbara turns this down, sensing that he would ask for a little more than the "company" he says he seeks. Susan is distraught at their predicament and confides to Barbara that she is worried about her grandfather, fearing his death. However, the Doctor is not dead. He was saved from the blaze by the young boy that they encountered outside the TARDIS. He informs the Doctor that his companions have been taken to the Conciergerie Prison in Paris. After thanking the boy, he sets off after them. Barbara begins to plot a way out of their cell. She notices that the wall to her cell is wet, and that means that there must be some kind of sewer system below the cell. She thinks that the moistness of the wall means that with a bit of time and effort she could pry one of the bricks out from the wall. She sets about doing this using one of the planks of the bed as a primitive crow bar. Meanwhile Ian has been put in a cell with a dying man by the name of Webster. Webster is also English and with his dying breath tells Ian that he has been sent over from England to find a James Stirling who has precious information that will help England fight the inevitable war with France. Webster makes Ian promise to seek out Stirling and tell him to return to England. Ian promises that he will do so; Webster then dies. The Doctor, on his way to Paris, encounters a chain gang. He asks the leader of the chain gang, who is aggressive and violent to the men he leads, whether he is on the road to Paris, to which the leader responds in the affirmative. The leader complains that his men are slow and that he has been ordered to finish this section of the road before tomorrow. The Doctor suggests that instead of being violent towards his men he should aid them in their effort. The leader responds badly to this, insists on seeing the Doctor's identification papers and, when he can't provide them, orders him to join in the manual work. Back in the prison the girls are startled when they are almost discovered digging their hole. Their work is brought to a halt later when they discover that rats are coming in through the hole and infesting their cell. Because Susan is distraught at this, Barbara says they will stop. Over in Ian's cell a nobleman named Lemaitre comes in and inspects the body of Webster. He orders Ian to tell him whether Webster said anything to him before his death. Ian tells the man that he didn't, but the prison warden states he heard them talking. The nobleman takes Ian's name off the list of people to be executed. Meanwhile back at the chain gang, the Doctor has devised a plan whereby he will gain his freedom as well as the freedom of the other men. He creates a distraction for the leader by saying that there is to be an eclipse. As the leader looks to the Sun, the Doctor steals some money from the leader's purse. As the men go back to their digging the Doctor hides some money in the soil and pretends to uncover it, saying that he has found buried treasure. The greedy leader begins to take over the digging, and whilst he is distracted the Doctor knocks him over the head, rendering him unconscious. As the Doctor moves on he passes a sign indicating he is 5 km from Paris. However, it may be too late as the prison warden comes to Barbara and Susan's cell and informs them that it is time for their execution. As they are led out to the wagon to lead them to their death, Ian looks out of his prison window in shock. By this time the Doctor has arrived in Paris and starts to track down his companions. Meanwhile in another part of Paris the wagon carrying Susan and Barbara halts temporarily to change horses. Barbara suggests that they could use this opportunity to run, but Susan has too much of a headache. Barbara seems resigned to their fate. Luckily for them their transport is hijacked by two men, Jules and Jean, who kill the guards and spirit them back to their safe house. Back at the prison the jailer is serving food to the inmates when he is called away by Lemaitre. In his rush to get to his superior he leaves his set of keys in the lock. While he is gone Ian finds the keys in the lock, reaches them through the grate, removes the key to his cell, and places another key in the lock. When the jailer returns he does not notice the difference and thinks he has got away with his forgetfulness. The Doctor wanders the streets and comes across a clothes shop. He gives the shopkeeper all of his clothes, including his ring, for the clothes of a Regional Officer of the Provinces. In the prison Ian takes an opportunity whilst the jailer is drunk to sneak out of the prison. As he does, Lemaitre is watching his every move. Once Ian has gone, Lemaitre speculates that his escape would be the only way to see if Webster had said anything about Stirling to Ian before he died. Back at the safe house Barbara and Susan are told they will be given food and a place to rest, and then they will be smuggled out of France in the escape chain, but Barbara says they can't leave France without the Doctor and Ian. Jules and Jean reassure her they will try to reunite the four travellers. When Barbara and Susan tell them how they came to be arrested, they mention the house in the woods that was burnt down. This shocks the two men, who ask if D'Argenson and Rouvray were there. When the girls tell them that they were and that they were killed by the soldiers, Jules informs them that this house was being used as a safe house and that D'Argenson and Rouvray were people that they had saved. Jean and Jules speculate that there must be a traitor in their midst who is giving away the locations of their safe houses. At this point Susan becomes ill again and Barbara takes her to bed. Another counter-revolutionary, Léon Colbert, arrives and joins their company, quickly striking up a romantic flirtation with Barbara. In his new guise of Regional Officer of the Provinces, the Doctor forces his way into the Conciergerie, but by the time he gets there he is informed by the jailer that all three have gone. The Doctor ascertains what has happened to his friends and is about to leave when Lemaitre arrives and insists he accompany him to visit First Deputy Robespierre to report on his province. Once he has gone, the shopkeeper comes to the jailer to inform Lemaitre of something important. The jailer says that he cannot be interrupted as he is with Robespierre. The shopkeeper says it's important as he has proof of a traitor — as he says this, he displays the Doctor's ring. Lemaitre takes the Doctor to an audience with the "Tyrant of France" himself, who appears as both a zealot and a psychopath with his constant talk of needing to increase the pace of execution. Little the Doctor can say to the contrary seems to have any sway, but by the end of the meeting Robespierre seems to have warmed to the Doctor and asks if he can return tomorrow. Meanwhile at the rebel's house Susan is still desperately unwell. Léon takes it upon himself to find a physician for her. This puts him in the good books of Barbara even more. Barbara and Susan are left by themselves as Jules and Jean are checking out one of their hideouts. They are shocked to see someone in there. Jules sneaks in and strikes the man. Little do they know it is Ian. When the Doctor and Lemaitre return to jail, the Doctor tries to make excuses and leave, but a mixture of Lemaitre's insistence and threats from the jailer force the Doctor to stay. When Lemaitre returns to his quarters, he finds the shopkeeper there who informs him of the true nature of the Doctor He gives the shopkeeper a bag of gold in return for the Doctor's ring and clothes. He then shows the shopkeeper out. On returning back to their house with the prostrate body of Ian, Jules and Jean are shocked to find that the interloper is the friend of Barbara. Ian says that he was told to wait for Jules there in order to find the whereabouts of James Stirling. He is disappointed to be informed that Jules has no idea who Stirling is; however, Ian is told that Léon may have more of an idea. Jules arranges a meeting between Ian and Léon. Danielle comes and informs the men that the physician will not visit the house for fear of retribution. It is reluctantly decided that Barbara should take Susan there. On their arriving at the physician's, he seems suspicious but willing to treat Susan. He leaves to get some supplies, and when a suspicious Susan tries to leave they discover that they have been locked in. The physician is a spy and has informed the soldiers of Barbara and Susan's whereabouts. Before they know what has happened, they have been re-arrested and taken back to prison. Knowing full well the connections between his guests, Lemaitre summons the Doctor to interrogate Barbara only to eavesdrop on their conversation. Whilst all this is happening, Ian is going to meet Léon in an abandoned church crypt. As he sees Léon, several soldiers step from the shadows and surround Ian as Léon tells Ian he's walked right into his trap. Léon explains that he has trapped Ian so as to extract information from him. Ian insists that he is no part of the protection ring that is run by Jules, but Léon does not believe him. Meanwhile at the Conciergerie, Lemaitre's plan to overhear information during the conversation between the Doctor and Barbara comes to fruition when he overhears Barbara whisper the address of Jules' safehouse to the Doctor. Once Lemaitre has gone, the Doctor convinces the jailer that Barbara is a powerful member of the protection racket and that she could hold the key to every rebel in France. He convinces the jailer that the only way to get this information from her is to allow her to walk free and follow her to her rebel alliances. The jailer unlocks the door, allowing Barbara to escape. As Barbara leaves the prison for Jules' house, Jules returns to find Barbara and Ian gone. Jules goes to the church where he knew that Ian was to meet Léon and finds him held captive. He takes the captors by surprise and kills them both so as to liberate Ian. Back at the Conciergerie, the Doctor tries to trick the jailer yet again, suggesting that he allow Susan to go free in order to follow her, just as he did with Barbara. The jailer is reluctant to do this as he fears retribution from his superiors. These self-same superiors are in conversation with one another in Robespierre's chambers. Robespierre tells Lemaitre that he suspects his deputy, Paul Barras, is planning to conspire against him in an upcoming convention. He asks Lemaitre to track Barras the following day to a secret assignation outside the city to gain more information on this. Ian and Jules return to the safe house and are surprised to see Barbara, who informs them that the Doctor has infiltrated the prison and released her and is planning to do the same with Susan. Ian receives this news with great humour. Conversely, Barbara is disgusted when she hears that Jules has killed Léon , as she is unable to distinguish between the man and the deeds that he was committing. Unable to play the same trick on the jailer for the second time, the Doctor convinces Susan that she should hide behind the door so that from outside the cell she would remain unseen. Once in position the Doctor pretends that she has escaped. When the jailer opens the door in shock to inspect how she exited the cell, the Doctor hits him over the head with a bottle. As Susan and the Doctor make their escape they are stopped in their tracks by Lemaitre, who reveals to the Doctor that he has been aware of his duplicity from the start and has been orchestrating the successive release and recapture of his companions from the start. The Doctor denies that he is in disguise but is forced to take Lemaitre to the safe house as Lemaitre threatens Susan's life unless he does so. Barbara, Ian and Jules are waiting anxiously for the Doctor, but are shocked when he arrives, not with Susan in tow but with Lemaitre. Renan announces that the Doctor has betrayed them. Lemaitre reveals that he has been orchestrating the releases and recapture of the Doctor's companions since the beginning. When Ian questions why he would do this, Lemaitre reveals he is in fact James Stirling. Stirling was placed deep undercover and was supposed to intercept Webster at the prison but was too late. Ian relays Webster's message that Stirling should return to England immediately. The spy agrees but presses Ian for more detail on Webster's last hours. Initially, Ian can't remember any details, but when Stirling begins to talk about the fact he was called to follow Barras for Robespierre, Ian recalls the words, "Barras, meeting, and the "Sinking Ship.'" Stirling recalls that this is the name of an inn on the Calais Road and they realise that is where the conspiracy against the First Deputy will take place. It is decided that Jules, Ian, and Barbara be placed there undercover in order to gain information from the meeting. Jules, disguised as a guest, and Ian and Barbara, disguised as landlord and serving-woman, are undercover at the inn. When Barras appears, he seems unsure at first but soon warms to the place. Eventually a young man enters, and initially Ian and Barbara don't know who it is. However, they soon find out it is Napoléon Bonaparte. Through a hole Ian made in the wall, Ian and Barbara hear Barras seek to persuade the young general to take the mantle of leadership after the overthrow of Robespierre as one of three consuls. Napoléon urges Barras to topple Robespierre but warns him that if this fails to happen he will deny this meeting ever took place. The following day Jules and Ian speed off to stop Robespierre's imprisonment — an act which Barbara finds amusing because she knows history cannot be changed. By the time Jules and Ian get there, the coup against Robespierre has begun, and the tyrant has been shot in the mouth before being seized himself and sent to the Conciergerie. While this is happening, the Doctor reaches the prison, where he outwits the jailer one more time by convincing him that Lemaitre has been captured as a traitor and that the jailer is an associate of his and will be soon thrown into prison himself. The Doctor then wins the jailer around by being lenient with him. He suggests that the prison be cleared in preparation for the huge influx of traitors that will be brought — ensuring that Susan is freed in order to escape with them. As they leave through one door, the bleeding Robespierre is brought in by another, his body broken and his rule ended. Soon, he will be guillotined himself. The escape chain now demonstrates itself to best effect and smuggles several people out of Paris. Stirling will head for Calais and thence to England; Jules and Jean will lie low as they measure the future now that Robespierre has fallen; and the Doctor and his companions are to return to the TARDIS in the woods near Paris, reflecting on another brush with history and their role within it — especially the fact that history has a way of remaining resilient to human change and that their journeys in the future are up to the stars. The Doctor is landing the TARDIS in what he believes to be mid 20th century Earth. He finds the console is burning up and discovers a fault with the TARDIS. However, the fault locator shows nothing is wrong. Despite this, the doors open just as the TARDIS begins its materialisation. The Doctor starts to panic; due to the space pressure differential between the vortex and other planets, any malfunction during materialisation can be very dangerous. However, the only real damage seems to be to an overloading of the scanner circuits, causing the TARDIS's screen to implode. The Doctor decides it is safe to venture outside. He leads his companions, Ian, Barbara, and Susan, to the world beyond. Their curiosity is aroused initially by the odd rock formation by which they have materialised. It seems rough but evenly spaced and there appears to be residue of concrete at their feet. They decide to split up, so the Doctor and Barbara explore around the TARDIS while Ian and Susan go further afield. Within minutes, the Doctor and Barbara find what they believe to be a snake; however, it turns out to be a dead giant earthworm. At the same time, Ian and Susan are shocked by a large deceased ant. Both of the creatures seem to have died immediately. After some confusion as to what could possibly explain why a planet would spawn humongous versions of Earth creatures, Ian and Susan come across a giant pack of cigarettes and a large matchbox. Ian climbs into the matchbox, believing it an exhibition piece, but then Susan realises that the environment has not been enlarged; the TARDIS crew has shrunk. After this revelation, thunderous footsteps are heard. Susan runs for cover but Ian is trapped inside the box, which is picked up. The Doctor and Barbara soon find Susan. The Doctor has also made the connection that Susan made. The Doctor climbs a large rock to discover the man who picked up Ian far away in the distance, in real terms the length of a garden. The man that has unwittingly kidnapped Ian is a government scientist named Arnold Farrow. He has come to the home of a callous businessman named Forester to tell him that his application for DN6, a new pesticide, has been rejected. In reality, DN6 should not be licensed; it is far too deadly to all life. When they fall out over this news, Forester shoots Farrow and leaves him for dead outside his home. The Doctor, Barbara, and Susan hear the gunshot as an enormous explosion and head for the house. On their way, a bee falls from the sky. The trio marvel at the death of all wildlife that they have met. The Doctor orders the women not to eat anything until they get on the TARDIS. Meanwhile Ian uses this opportunity to escape from the box. The four meet by the dead body and surmise a murder has taken place. As they head off to the TARDIS, they turn to see a cat hulking menacingly above them. To avoid the cat, the travellers stay still until it loses interest in them. They decide that while the cat is at large, they dare not try to make it to the ship. Forester returns to the garden. The panic induced by the man returning sees the travellers split up again; the Doctor and Susan run into the undergrowth of the grass whilst Barbara and Ian hide in Farrow's briefcase. Forester has brought along with him a scientist by the name of Smithers. Forester tries to pass off the murder of Farrow as self defence, but Smithers deduces from the angle of the bullet that Forester must have murdered him. Forester eventually admits it but says that Smithers must help him cover up the murder; otherwise DN6, which was devised by Smithers, will never see the light of day. The two men conspire to make it look like Farrow's death happened aboard a boat that he owned and intended to holiday on after his meeting with Forester. They begin to clear up the evidence, including taking Farrow's briefcase, complete with Barbara and Ian, and placing it in the laboratory. To gain access to their friends, the Doctor and Susan scale a drainpipe on the outside of the house which leads directly into the laboratory. Meanwhile Ian and Barbara examine the laboratory. Barbara touches a seed which she later finds has been contaminated with DN6. She does not tell Ian but believes she may have been infected, much as the other creatures they have encountered. Ian and Barbara decide the best way to scale the drop to the floor level is by making a ladder of paperclips from Farrow's briefcase. While Ian is trying to open the briefcase, Barbara encounters a giant fly and faints. When Ian rejoins her, the fly flies away and lands on the seeds, dying instantly. Barbara wakes, visibly distressed by the speed with which the fly has died. She is on the verge of telling Ian that she believes herself infected when she is interrupted by Susan's voice. She is using the sink as a sound box to amplify her voice. The four travellers are soon reunited and plan to escape down the plughole. Ian and Barbara begin to scale the chain of the plug when the two men return to the lab to wash the blood from their hands. Ian and Barbara return to the work surface, but the Doctor and Susan have no option but to go back down the plughole. As they do, Smithers puts the plug in, washes his hands, and then begins to let the water out. The Doctor and Susan climb into the overflow pipe just as Smithers lets the plug out. Ian and Barbara fear they have drowned. Once they go down to check the pipe it seems as if their friends are dead, but they crawl back out of the drain to their joy. Forester has doctored Farrow's report to give DN6 the licence he wants. Disguising his voice as Farrow's, he makes a supportive phone call to the ministry to the same effect. The ministry give the green light to the scheme. This is overheard by the local telephone switchboard operator, Hilda Rowse, and her policeman husband Bert, who start to suspect something is wrong. The Doctor and his companions stumble across a notebook with the equations for DN6. After laboriously copying it out, the Doctor realises just how dangerous it is, not only to insects but to all wildlife. They try to alert the police by hoisting up the phone receiver with corks, but cannot make themselves heard. Barbara begins to feel the effects of her exposure to DN6. When they make the phone call, the travellers can't be heard but Hilda notes the engaged signal. Bert and she grow more concerned as to the goings on at the house. Once the phone call is made, Barbara collapses. Her friends smell the DN6 on her handkerchief and conclude she has been infected. When she regains consciousness, the Doctor berates her for not telling them sooner, but he says that when they return to their normal size the poison in her bloodstream will lessen and she will be safe. Hearing the engaged tone on the phone in the office, Forester and Smithers return to the lab and correct the engaged handset. Hilda rings moments later to ensure that all is OK at the house. When she asks where Farrow is, Forester tries to impersonate him again. Knowing there is something badly wrong, Bert heads off to the house to investigate. The Doctor and his companions decide the only way to stop the spread of DN6 is to start a fire to attract attention to the house. They use a gas tap to ignite a can of insecticide. Smithers begins to look through Farrow's files and discovers the true virulence of DN6. He demands Forester stop seeking a licence. Forester pulls a gun on Smithers. As they move into the lab, Forester spots the makeshift bomb, which goes off in his face. Smithers retrieves the gun as PC Rowse arrives. Their work done, the travellers return to the TARDIS. The Doctor reconfigures the machine to return them to normal size. Barbara, who was on the verge of death, recovers as a result. The Doctor encourages his friends to have a good scrub whilst he lands the TARDIS, unsure where they are; the scanner is still broken. A man staggers towards the River Thames, wearing ragged clothes and a strange metal helmet. He screams, tears the straps off the helmet, walks into the river, and drowns himself. Near the same spot, the TARDIS materialises. The Doctor cannot see where they have landed, but it appears to have a similar atmosphere to Earth. When they leave the TARDIS it is clear that they have landed in London. Ian and Barbara are delighted they have returned home at last, but it is a curiously silent and deserted London. The Doctor is concerned about the decay they see around them and wonders what year it is, fearing that it is nowhere near Ian and Barbara's time. Susan tries to look over a wall, but she slips and twists her ankle. The force of her fall causes the bridge under which the TARDIS has materialised to collapse, burying the TARDIS and blocking the travellers' access to it. The Doctor and Ian decide to look around in a nearby warehouse for tools to help unblock the TARDIS door. Barbara remains behind to look after Susan. Exploring an abandoned warehouse, Ian and the Doctor are unaware they are being watched. From a window, Ian spies Battersea Power Station with its chimneys damaged, while the Doctor finds a calendar marked 2164. Back with the TARDIS, Barbara goes to the river to soak a handkerchief for Susan's ankle, but as she does she sees the body of the man that killed himself earlier. She returns to Susan only to find her gone and a dirty-faced man there instead. The man tells her that they have to get out of there before they get killed and that Susan has been taken by someone called Tyler. He urges her to follow as the sound of automatic fire is heard in the distance. Meanwhile, in the warehouse, the Doctor and Ian stumble across a corpse wearing the same strange helmet seen earlier. They also find an electronic receiver attached to the helmet and a whip on the body and discover that the man has been stabbed to death. They decide to return to the others. As they do they are shocked to see a flying saucer hovering over the city. Barbara is still following the man across the ruins of London. Tyler carries Susan down a flight of steps into an empty Underground station as Barbara catches up. Susan and Barbara demand that they find the others, but Tyler says that there is no time. Tyler activates a secret panel and David Campbell emerges from it, telling Tyler that he had a struggle with a Roboman and that they will have to tell Dortmun to change the storehouse. He also reveals that he saw the Doctor and Ian in the warehouse but thought they were enemies. Dortmun, a man in a wheelchair, arrives, and Tyler tells him that a saucer has landed at the heliport. Dortmun says that this time they will be ready for "them". Dortmun is glad to see Susan and Barbara, especially since Barbara can cook. David goes to find the Doctor and Ian whilst Tyler takes Susan and Barbara below. Dortmun stays on watch, armed only with a knife, similar in style to the one that had killed the corpse in the warehouse. Ian and the Doctor have arrived back at the TARDIS to find the women gone. They decide to wait to see if they return. Ian finds a poster forbidding the dumping of bodies in the river and wonders if it is plague that has emptied the city. David spots them from a window but he also sees several Robomen converging on their position. The Doctor and Ian find themselves surrounded, but the Robomen only tell them to stop in flat tones. The two try to run for it, but they turn to see, rising from the Thames, a familiar foe a Dalek. The Dalek asks the Robomen why the humans were allowed so close to the river and why the area was not guarded. They get no answer. The Dalek orders that the Doctor and Ian be brought to the landing area and warns the Doctor that resistance is useless and that they have already conquered the Earth. In the resistance base, the humans listen to Dalek propaganda broadcasts demanding their surrender. A young, rather precocious woman called Jenny tends to Susan's ankle while Barbara prepares food. Tyler and Dortmun debate about whether they are capable of attacking the Dalek saucer with the numbers they have. Dortmun shows off a new acid bomb that he has created, which he is confident will shatter the Dalek casings. David returns, reporting the capture of the Doctor and Ian. They have been taken to the heliport at Chelsea. At the heliport Ian expresses his confusion, as they saw the Daleks destroyed on Skaro. The Doctor theorises that their encounter on Skaro was a million years from the present — what they are witnessing is the middle period of Dalek history long before their extinction. Ian and the Doctor are joined by two other prisoners. The Dalek guards usher the prisoners into the saucer. One of the other men tries to escape and is exterminated. Back in the base, David explains that the Daleks operate on some of their human prisoners and turn them into Robomen, but the transfer operation is unstable and eventually the Robomen go insane and turn suicidal. The saucer is where the transfer takes place, and he states that once inside the saucer no human has ever returned. On the saucer, the Doctor and Ian are put in a cell together with another prisoner, Craddock. Ian asks him how the invasion happened. Ten years before, meteorites brought a plague to Earth, splitting the Earth into small communities. Six months later the Dalek saucers landed. Some humans were turned into Robomen; others were destroyed or sent to the mining areas in Bedfordshire. Craddock does not know, however, what the Daleks want out of the ground. The Daleks discuss the imprisoned Doctor and consider him more intelligent than any human they have encountered. The resistance plans the assault. They debate ways of launching their attack. Barbara suggests using the Robomen helmets as a disguise to get them close enough to use Dortmun's bombs. Meanwhile, the Doctor attempts to manipulate a device inside the cell, which he suspects to contain a key to the door. Much to Craddock's derision, he judges the box to have some sort of light activated trigger. He releases the key and reverses the polarity of the force field around the door, setting the trio free. However, as soon as they are free they are recaptured. Ian and Craddock are imprisoned again, but the Doctor is taken away to be robotised. The Doctor is placed on a transfer table as, outside the saucer, the resistance forces gather. The fake Robomen are questioned by the Daleks as they enter the ship. The Daleks question them and — seconds before they are uncovered — the resistance attack. General confusion prevails and the Robomen get on board the saucer. All Daleks are called to arms; however, the Dalek Commander orders the transfer of the Doctor to go ahead. Members of the resistance group overpower a Roboman and successfully free the unconscious Doctor from the machine. They escape from the saucer with the prisoners. Dortmun's bombs, however, are proving ineffective. Dalek blasts and gunfire mix with the chaos of dying men as they scramble away. In the confusion, Barbara is injured and Ian remains behind on the saucer whilst David and Susan are also lost. Tyler is separated from the Doctor. When he returns to base to find Barbara recuperating, he tells Dortmun that he is going to search for survivors of the raid and then leave London. Dortmun wants to go to the Civic Transport Museum, another gathering place, to get supplies so he can continue working on his bombs. Barbara and Jenny agree to go with him. In the saucer, the Daleks receive an order from Supreme Command to destroy London with firebombs and go to the mining colonies in Bedfordshire. The saucer lifts off, on its way to the mines. Ian emerges from his hiding place, only to bump into a robotised Craddock, who is escorting a prisoner for transfer. Ian struggles with Craddock and takes off Craddock's robo helmet. Whether through accident or by suicide Craddock stumbles against the transfer machinery and is electrocuted. The prisoner introduces himself as Larry — he had stolen aboard the saucer in order to hitch a ride to Bedfordshire to find his brother. They get rid of Craddock's body via a disposal chute. David and Susan hide from Dalek patrols and listen in horror as the sounds of extermination echo around them (at one point, they hear the voice of a man gunned down by the Daleks as he mourns the rest of his family). Susan wishes she could just go back to the TARDIS and get out of here and suggests that she could persuade her grandfather to take David along. David tells her that running away does not solve all problems, and besides, Earth is his planet and he cannot abandon it. Susan thinks about how she has never had a place she could call home. David says that someday she will. Suddenly, they hear a noise. David draws his gun in anticipation of it being a Roboman or possibly a Dalek but finds Baker, carrying the drugged Doctor. Baker says he will be heading for the Cornish coast, but, just as he leaves the others, he is intercepted and exterminated by a Dalek patrol. On the streets of London, deserted except for Daleks, Jenny, Barbara, and Dortmun avoid the patrols and make it to the museum. There, Dortmun finds his notes and determines the fault was not with the bombs but with the dalekanium casings of the Daleks. He comes up with a new formula for the acid bomb. He wishes that he would have a second opinion and urges Barbara to show the Doctor if they are ever reunited. Barbara tells him he can give it to the Doctor himself, but once she leaves the room, Dortmun leaves his notes behind and goes outside to try the new bombs against the Daleks himself. Rising from his wheelchair he throws a bomb at them as they exterminate him. However, yet again the new bomb fails to make an impact. Barbara and a distraught Jenny make their escape. The Doctor begins to get feeling back in his legs. Susan tells him that David suggests heading north to meet with a resistance group there, but the Doctor says that he they should try to reach the TARDIS, tetchily observing that Susan seems to trust David's word over his. Susan protests that it is simply because David knows this time better. David returns, saying that there are patrols everywhere, and asks the Doctor for his advice as he is the senior member of the party. Somewhat mollified by the gesture of respect, the Doctor "suggests" to David that they make their way north. Susan is pleased. Hidden in the saucer, Larry tells Ian of his brother Phil's theory that the Daleks are mining to extract the magnetic core of Earth. The saucer finally lands and the Daleks disembark with their new workers and the Roboman guards. Ian and Larry leave through the disposal chute and make for the nearest tunnel. Back in London, two Robomen place a Dalek firebomb near the Doctor, Susan, and David's hiding place, and it begins to tick down. The trio discover the fire bomb. The shock coupled with the drugs causes the Doctor to pass out, leaving David and Susan to defuse the firebomb on their own. David uses acid from one of Dortmun's bombs to burn through the casing and removes the timing mechanism before it can trigger the explosive. David suggests they leave the Doctor while they search for a way through the sewers out of London. Susan does not like the idea of leaving the Doctor alone, but David says they have no choice and will return to him as soon as they find a route. Meanwhile, Barbara and Jenny fix up a lorry from the museum in preparation to drive up to Bedfordshire. Jenny is characteristically pessimistic about the exercise, but Barbara convinces her that they are left with no option. Larry and Ian are moving through the countryside of Bedfordshire which has been decimated with Dalek mining equipment. They spot a group of human slaves pulling a carriage of metal parts towards a mine shaft whilst being whipped. Trying to get under cover, they meet a man called Wells, who thinks they are escaped workers. He tries to cover for them when a Roboman comes to take them for selection to be robotised. The Roboman attacks Wells for going against his orders, but Ian and Larry knock the Roboman out. Wells tells them he was here to meet a man named Ashton, a black marketeer. Ian wants to meet Ashton, hoping he has a way to get him back to London. Wells informs Ian that the Daleks have destroyed the city. In London, Barbara and Jenny ride out of the museum in the lorry, past Dortmun's corpse. They meet a Dalek roadblock, but Barbara crashes the lorry through the Daleks. Their position is reported back to the saucer, which gives orders to intercept them. As they race away they hear a noise and discover it to be a Dalek saucer hovering above them. Jenny and Barbara manage to leap out of the lorry before it is destroyed by the saucer. David and Susan move through the sewers. They discover a bullet and suspect there might be others down there. They hear a noise behind them. As they wheel around they discover that it is Tyler. Tyler informs them of alligators that have escaped from zoos and now live in the sewers. The trio plough on to find a way to safety. Susan begins to get desolate but David says that one day it will be all over and they can rebuild the planet from the start. Susan finds the idea of a fresh start exciting, and David suggests that she could be a part of the rebuilding. Susan likes this suggestion. They soon lose track of Tyler. In an effort to find him Susan climbs down a ladder which becomes separated from the wall and leaves her hanging over an expanse of water where an alligator waits for her. David soon joins her and fires at the alligator. Tyler joins them and says he has found the Doctor. The trio return to the surface. In Bedfordshire, Larry and Ian stumble across a hideous creature and dive into a shack for safety. They discover Ashton, who is pointing a gun at them. Ashton is unsympathetic to the men's plight and refuses to take Ian with him to London. He is on the brink of forcing them out the door towards the creature, which he informs them is a Slyther, a guard dog for the Daleks. Just in time Wells comes in and presents Ashton with an item of jewellery in exchange for the food he has smuggled in and in order to smuggle Ian out. He agrees. However, the Slyther breaks through the window of the cabin and attacks and kills Ashton. Ian and Larry escape but come across a sheer drop as they are pursued by the monstrous Slyther. The two try to run but are cut off by the Slyther. They elect to jump into a mining bucket suspended over the pit, and although the Slyther tries to jump after them, Ian hits it with a rock and causes it to fall to its death. They decide to hide out in the bucket in order to ensure that anyone that may have been alerted by the Slyther loses interest. Before Ian and Larry can climb out of the bucket, it starts to descend. In London, Robomen pursue the Doctor and his party back into the sewers. Tyler and David lay an ambush and manage to subdue them. The Doctor stops short of killing the Robomen, saying that he only kills beings if they pose an immediate threat to him. On the road to Bedfordshire and forced to continue their journey on foot, Jenny and Barbara find a hovel in the countryside with two seemingly unhinged women, seeking shelter from a storm. The women are left alone by the Daleks because they make clothes for the slave workers in exchange for food. Barbara offers them food in exchange for staying the night. The older woman whispers something to the younger one, who rushes off quickly, stating to Barbara and Jenny that she needs to deliver clothes. Ian and Larry finally reach the bottom of the shaft and jump down the last twelve feet before the bucket tips over. Larry injures his knee as he falls, but Ian is unscathed. Back in the house, the woman returns to reveal that she has been sent to get the Daleks, who take Barbara and Jenny as prisoner. The two women receive food for their betrayal. Back in the mine Ian wonders why the shaft contains only equipment made for shifting rocks and not processing ore. Larry repeats his brother's theory that the Daleks are after the Earth's core. They are interrupted by a working party led by a Roboman. They initially try to hide but Wells informs them that they will be seen. Their only option is to try to blend in with a working party. They are confronted by a Roboman — Larry's brother Phil. Larry pleads with Phil, trying to make him remember who he is, but Phil prepares to shoot them, saying that they are runaways. Larry tells Ian to run as Phil fires his machine gun, mortally wounding Larry as Larry tries to strangle him. Both die, with Phil's last word being a strangled, "Larry." Alarms sound as the workers seize their chance for freedom. In the countryside, Susan and David flirt and wrestle before they unexpectedly kiss. They are interrupted by the Doctor and Tyler. The Doctor has deduced the reasons why the Daleks are here — something deep beneath the Earth, tampering with the forces of creation. Tyler is sceptical but says that it is the only explanation as it is the only thing unique to Earth. Ian makes his way deeper into the mine, noticing Jenny and Barbara, who have joined a working party. Jenny is in despair, but Barbara says they must find the control room, as that is what the Doctor would do. Ian keeps hidden but tells Wells to pass word to Barbara that he is here. Before he can do this, Barbara comes up with a plan to get herself to the control room. She tells the Daleks that the rebels are planning an attack and shows them Dortmun's notes as proof of this. She asks to speak to someone in authority, and they agree to take her to the commanding Dalek. Meanwhile, the Daleks report to the commanding Dalek that they have almost reached the outer crust of the core. All that remains is to set up the penetration explosive. Once the core is removed, they will replace it with a power system that will allow the Daleks to pilot the planet anywhere in the universe. As this plan is revealed to the Daleks through a PA system, Ian uses a small shell as a hiding place. Little does he know that this is the penetration explosive. He is sealed in and moved towards the drop zone as he helplessly surveys the wires around him. Ian disconnects some wires inside the casing, stopping its descent. The Robomen start pulling it back up the shaft, while Ian opens a panel at the bottom of the casing and climb out using the rope that runs through the shell. A Dalek spots him, however, and severs the rope, causing Ian to slide down the shaft and fall against a door at the bottom of the pit. At that point, Barbara and Jenny are escorted into the Dalek control room. The Chief Dalek orders that all humans be moved to the lower galleries to be exterminated in the final blast. The Daleks relay the orders to the Robomen through a microphone, which Barbara notices. Barbara suspects that the Robomen get all their orders solely from the microphone and that if they were able to get to it they could override the Daleks orders. The Chief Dalek interrogates Barbara, and she tries to stall by telling them of an elaborate mutiny that involves Red Indians, the Boston Tea Party, Robert E. Lee and Hannibal, panicking the Daleks momentarily. She tries to use the microphone, but she is caught and recaptured. She and Jenny are immobilised with clamps around their necks to await destruction when the bomb explodes. Outside, the Doctor tells Susan and David to destroy an aerial on the far side of the mine with Dortmun's bombs whilst he and Tyler will go into the mine itself. Ian opens the door against which he has found himself and finds himself in the lower gallery. He discovers the Robomen and the human slaves hauling timber and hides. When they leave, he puts some of the spars into the bomb shaft, where it props the door open for him as well as blocks the path of the bomb. The Daleks are unaware of this, however, and evacuate. The Doctor neutralises the warning system. He and Tyler make their way into the control room, where they free Jenny and Barbara. He explains that David and Susan's mission will immobilise the Daleks. The Doctor tries to use the Dalek's scanners, but just as he gets David and Susan on the screen the Daleks come back sensing interference with their machinery. As the Daleks move towards a defiant Doctor, David and Susan succeed and the Daleks stop in their tracks. Barbara and the Doctor use the microphone to tell the Robomen to turn against the Daleks. Human workers and Robomen break into open revolt and stream out of the mine. Ian is reunited with the others. From where the bomb has stopped, it will not succeed in penetrating the crust but will still produce a gigantic explosion. As they reach higher ground, the bomb explodes, making the ground around the mine collapse and cause an entirely new phenomenon — a volcanic eruption in England. The Dalek saucer is caught in the upward thrust of the explosion. The invasion is over. Back in London, the resistance helps the Doctor uncover the TARDIS as the chimes of Big Ben herald a new beginning for mankind. Susan is saddened at the prospect of leaving, and the Doctor seems to sense this. He goes into the TARDIS while Susan goes to say goodbye to David. Barbara takes Ian back into the TARDIS so they can leave Susan and David alone. David tells Susan that he loves her and asks her to stay and marry him, offering her the place and identity she has been yearning for. Susan admits she loves him too, but she also needs to look after her grandfather, and she begs him not to make her choose between them. The Doctor, suspecting this all along and having heard Susan's pleas, makes Susan's choice for her. He double-locks the doors of the TARDIS, preventing Susan from entering. He tells a distraught Susan through the scanner that she will always be his grandchild, but she is a woman now, and he wants her to have a home; David will take care of her. Saying one last goodbye and saying he will one day return, he makes the TARDIS dematerialise. Susan looks forlornly around the empty space where the TARDIS used to be, fingering the TARDIS key on the chain around her neck. David reaches his hand out to her and she takes it, dropping the key onto the ground and walking away. On a desolate planet lies a crashed spaceship: the UK-201. A young girl by the name of Vicki bursts excitedly into the room of her friend Bennett to inform him that a rescue ship is coming for them. Bennett says the rescue ship is not due for days yet, but Vicki argues that she has seen it on their radar. Before she leaves, Bennett warns her about Koquillion, saying he will be back today. Vicki leaves to radio the ship, who confirms they are sixty-nine hours away. This confuses Vicki. Some kind of ship has landed on the planet already. Back at the TARDIS, Barbara and Ian are discussing that the ship seems to have stopped. They are concerned because it happened whilst the Doctor was asleep. They wake him and discover they have landed in a cave on a planet vastly different from Earth, yet still safe for humans. Before they leave the TARDIS, the Doctor goes to talk to Susan, but he remembers she is no longer with them. Barbara comforts him. Ian and Barbara go to explore whilst the Doctor takes a rock sample. Ian and Barbara comment on the changes they are seeing in the Doctor, such as his sleeping through a landing and not wanting to explore the planet with them. Ian puts it down to age, but Barbara thinks he misses Susan. As they move, a large, hideous creature approaches the TARDIS. Ian and Barbara come to a cliff where they can look down on the crashed rocket. As they turn to tell the Doctor, they are met by the creature, who is very hostile. He demands the Doctor be sent for. Ian goes to get him. While he is gone, the creature throws Barbara off the cliff and causes a cave-in with a staff he carries. This cave-in traps Ian in the cave. Inside the TARDIS, the Doctor has discovered that he has landed on the planet Dido, which he has visited before. He is eager to get out and visit the inhabitants of the planet. He hears the cave-in and goes out to find Ian half conscious. When Ian tells him of the creature, the Doctor is concerned. The inhabitants of Dido whom he left were peaceful. Ian says that creatures can change. The Doctor and Ian head off to find a way out. Back at the crashed ship, Vicki seems to be interrupted by a noise outside. She looks out the window, grabs some rocks and begins to sort through them. The creature, Koquillion, bursts through the door, demanding to know why Vicki left the ship and what she was doing. She insists she was just collecting rocks and shows them to the creature. He knocks them out of her hand, saying it is not safe for her to go more than fifty yards — another ship has landed on Dido and its passengers were killed by his species. It seems that Koquillion is protecting Vicki and Bennett from a similar fate. When Koquillion is gone, Vicki rushes to her bed and pulls back a blanket to reveal Barbara, whom she has saved from the cliff. Barbara is shocked by the news that her two friends are reported dead but listens to the story of how Vicki got here and how she and Bennett came under the thrall of Koquillion. When the crew crash landed, a meeting was called between Koquillion's species and them. Vicki was ill and couldn't go. At the meeting, all the men were slain by Koquillion's species. When Vicki awoke, she found Bennett nearly crippled and saved him. Ever since, Koquillion has been protecting them. Bennett is introduced to Barbara once Koquillion has left. Meanwhile the Doctor and Ian go through the network of caves. The Doctor speaks of the species he knew before he left. To them, war was a foreign concept. There were only a hundred of them, so life was worshipped. The two men plough on; as they skirt along a ledge, a deafening noise roars through the cave. They look down to see a creature in the pit waiting for one of them to stumble and fall. They find a hand hold. Ian reaches for it, but it moves away in his hand. It is a booby trap; large, sharp, metal prongs start to come out from the wall, edging him closer and closer to being forced into the pit. Ian skirts the bars holding him in before the razor-sharp points push him to the creature below. The Doctor and Ian figure out how to retract the spikes and continue towards light. Bennett, after meeting Barbara, fainted from the effort of rising from his bed. Barbara shares an idea with Bennett and Vicki. They will use Barbara as bait and shoot Koquillion with a gun that Vicki and Bennett have. Bennett reacts angrily to this, saying that if that happens they will be wide open to an attack from the Dido people. As Barbara goes to return Bennett to bed, Vicki goes outside. The creature in the pit has found a way out of the cave. When Barbara returns, she sees Vicki is in danger and rushes out with the gun to shoot the creature dead. To her confusion, Vicki is distraught about this. She explains the creature was Sandy, her pet, and she has trained it to be tame and come out for food at certain hours. Vicki's outburst is brought to an abrupt end when they are interrupted by the Doctor and Ian. After an introduction, the Doctor is also on the receiving end of Vicki's ire when he suggests a way of catching Koquillion and bringing an end to his rule over them. Vicki resents being told what to do by strangers and shouts at him. Barbara and Ian leave the Doctor to talk to Vicki. They decide that if Bennett agrees, they will go ahead with the plan. Vicki shows the Doctor where Bennett sleeps and leaves them to talk. The Doctor hears Bennett say, "You can't come in! Go away!" The Doctor tries to talk with him, but there is no answer. He forces his way into the room and finds it empty. He finds a tape recorder linked to the door so it automatically plays the message of Bennett asking to be left alone. He also finds an intercom system. Over it, he hears Barbara and Vicki, who have made up, saying how, for all his eccentricities, the Doctor seems to exude trust. Ian tells Vicki that the Doctor's spacecraft travels not only through space but also time. Vicki struggles to get her head around the idea that this makes Ian and Barbara five hundred years old. Back in Bennett's room, the Doctor discovers a trap door and goes down to explore where it may lead. He finds himself in some sort of a temple, where he finds sacerdotal clothes in a chest. A figure walks up behind him. It is Koquillion, but the Doctor greets him by the name of Bennett. He explains it is blasphemy for someone who is not from Dido to wear their religious garb and he should take it off. Koquillion removes his mask to reveal himself as Bennett. He explains that before the ship crashed, he was put under arrest for murdering another crew member and would have been tried on his return to Earth. When the ship crashed, he arranged a meeting between the crew and the Dido people, then killed everyone in an explosion he had engineered beforehand — human and Dido alike. He planned to take Vicki (who was unaware of his crime) with him back to Earth to testify to his innocence. The Doctor is outraged. When Bennett threatens the Doctor's life, the Doctor turns on him with Koquillion's staff. The men scuffle and Bennett pins the Doctor to the ground, strangling him — until two Dido people appear. Bennett backs away, astounded, to the cliff where he falls to his death. The Doctor wakes to find himself back in his TARDIS. Ian and Barbara explain they found him outside the cave unconscious and used his TARDIS key to let themselves back in. He tells the whole story to the pair. He asks where Vicki is and learns she is waiting outside. The Doctor goes out and explains the whole situation to her. She is shocked that Bennett could have killed the whole crew like that. The Doctor asks if she would like to travel with him rather than stay with the Dido people. He leaves her to make her decision. When he re-enters the TARDIS, Ian and Barbara have had the same idea. Vicki comes in and takes the Doctor up on his offer. As the TARDIS leaves, the Dido people enter the ship and destroy the radio communications system. The approaching rescue ship will now never find the planet. The TARDIS has arrived at a new location but materialises on the edge of a cliff. The Doctor shouts a warning to his companions and the travellers grab hold of the console as the ship slowly topples and falls over the edge. The four travellers materialise on the edge of a cliff. Before the Doctor has time to take off again, the TARDIS falls from the cliff, crashing to the ground. A month later the four friends are in Rome living in the lap of luxury. The Doctor, Ian and Barbara are content, but Vicki is beginning to tire of the life of a Roman and seeks adventure. As she talks to Barbara about the adventures she was promised, a man lurks threateningly in the bushes. The two women find themselves in a market where they are seen by two suspicious looking Romans, Didius and Sevcheria. The men speak of some sort of crime they intend to do in the village. The two women are overheard talking about London by an old market stall owner. The two Romans bribe the woman for information about Barbara and Vicki. She states that they spoke of London and have been in the area for the last month house sitting for Flavius Giscard, who is away campaigning in Gaul. The two men set off with this information. As they leave, so does an old lyre player named Maximus Pettulian. He does not get very far before he is attacked on the road out of the village and killed by the sinister man who observed Vicki and Barbara earlier in the day. Back at the house of Giscard the other travellers ask the Doctor if they should go back and check the TARDIS, but the Doctor says that the craft will be perfectly safe without it being constantly checked upon. The Doctor asks if they are getting restless and anxious to leave. Barbara and Ian state they are perfectly happy, but Vicki yearns for adventure. Spontaneously the Doctor states that he plans to leave for Rome as soon as he can and that Vicki can come with him. When Barbara asks to come, the Doctor reacts crossly, stating that he doesn't need a nurse maid. As soon as the two are packed, they leave Ian and Barbara alone in the villa. Didius and Sevcheria plot a siege on the villa later that night. As Ian and Barbara relax they are set upon by the two men. The two friends put up a gallant fight, but Barbara accidentally catches Ian on the head with a jug which was meant for Sevcheria and knocks him unconscious. Ian and Barbara are carried away by the two men. On the road out of the village, the Doctor and Vicki come across the body of Maximus Pettulian. They are surprised by a centurion who has his sword drawn. He notices the Doctor is holding the old man's harp and asks if it belongs to him. When the Doctor answers noncommittally, the centurion states that he has been sent out to look for the lyre player by his master, Nero. Unable to resist the temptation, the Doctor passes himself off as Pettulian in order to meet Nero. The centurion leads him and Vicki away. Outside the villa, Ian and Barbara are tied up to a slave cart as they discuss how to escape. Barbara's primary concern is the Doctor and Vicki not knowing where they have been taken and leaving on the TARDIS. Didius and Secheria do business with a slave owner who wants to buy Barbara, but they refuse, saying that the woman will get a higher price in Rome. The man says he does not plan to go to Rome but will take three men — including Ian. As Ian is led away a distraught Barbara is even more fearful now she is away from him. In the camp of the centurion, the assassin is summoned to the centurion who berates him, saying that his orders were not carried out and that Pettulian lives. He says that he will give the assassin one last chance and directs him to where the Doctor is asleep. The assassin approaches the door with his dagger drawn. The assassin attacks the Doctor, who fights him off before Vicki comes in and pushes him out of an open window. After the Doctor boasts of his abilities in fisticuffs, Vicki informs him that the centurion who brought them thus far on their journey to Rome has disappeared. The Doctor rightly assumes that he is the reason for the death of the real Pettulian and the recent attack. The Doctor assures Vicki that they are to stay there one further night and then go on to Rome to meet Nero themselves. Vicki is unsure if this is a good idea, but the Doctor persuades her. Meanwhile Barbara has already been thrown in jail in Rome, awaiting an auction wherein she will be sold to the highest bidder. She is put in the same cell as a woman who has a bad cough and is clearly ill. Barbara comforts her and speaks of Ian who will come and save them. Ian himself is on a slave ship and has been for the last five days, manning the oars. He speaks to a friend he has made in the journey by the name of Delos. They have struck up a plan, and now that they are near land they try to put it into action. Delos plays dead and Ian calls one of the slave drivers. However, their plan is seen to be fake and they are forced to work twice as hard for the indiscretion. Back in the prison Barbara is approached by a well dressed man named Tavius who wants to buy Barbara. He states that he will look after her. When Barbara asks if this means she will get her freedom, he says that she will still be a slave but a slave that is treated humanely. She turns this down. When the guard comes round, Tavius offers to buy her directly. The guard informs him that she is to be sold at auction and no amount of money will convince him otherwise. The guard gives Barbara a fine dress to wear for the auction. When she asks what will happen to the other woman, the guard says that she is to be given to the circus as she is useless for auction in the state that she is in. Barbara looks concerned. Ian's ship seems to have hit a storm, and as the slave driver forces the men to row harder in order to get to land, the ship starts to take on water. As it does Ian and Delos break free and overpower the slave driver, but the ship sinks. Ian wakes on the beach alongside Delos. Delos states they are not far from the centre of Rome, and Ian intends to go and look for Barbara. Delos offers to come with him and they set off together. By this time the Doctor and Vicki have arrived in Rome and are looking around. Vicki observes some kind of auction and asks the Doctor what they are auctioning. The Doctor sees that it is a slave auction and moves Vicki on so as not to explain to her what it is. As they turn and leave, Barbara walks onto the podium. She is the first to be auctioned. After a few negligible offers, the highest reaching 2500 sesterces, Tavius arrives and bids 10,000 sesterces, successfully buying Barbara. He explains to Barbara that he is a representative of Nero and, after seeing that she was kind and beautiful when she was looking after the ill woman in prison, he bought her to serve under Nero. Barbara expresses her thanks but says she intends to run away. Tavius warns her against such an action as an escaped slave is always sentenced to death. Barbara says she has to take that chance. Their conversation is interrupted when a messenger sends for Tavius, saying that Pettulian has arrived. Tavius hurries away and meets the Doctor, thinking him to be Pettulian. Looking suspicious, Tavius explains to the Doctor that the problem they have has been sorted out and that "he" has been put in the apodyterium. The Doctor goes along with this, not knowing to what Tavius alludes. Their conversation is interrupted by the entrance of Nero. Nero is introduced to the Doctor and instantly asks the "musician" to play for him. The Doctor says he would much rather hear Nero play first. Flattered, Nero does so and the Doctor copies him. Nero is flattered by this and says he will meet the Doctor later for a further conversation. The Doctor and Vicki explore and find their way to the apodyterium to discover what it was that Tavius meant. After some exploration they find the dead body of the centurion that accosted them originally. Meanwhile Ian and Delos arrive in Rome. However, it isn't long before they are re-arrested and sent to the same prison where Barbara was held. They are informed that they are lucky as usually escaped prisoners are sent to death, but instead they are to be trained as gladiators and fight for their survival. Delos and Ian wonder who they are to fight, and as they look out the window they see many lions feasting on flesh. It becomes apparent to the Doctor that Tavius had the centurion murdered and that he too is expected to fulfil some sort of action. He goes along with Tavius' demands as if he knows all about the plans but remains clueless. Nero decides the Doctor must fulfil an obligation too, and organises a banquet in his honour at which he must play the lyre. He also takes a shine to Barbara and starts to pursue her romantically — and literally — much to the anger of Empress Poppaea. She warns Barbara off Nero, stating that she has been the Empress for many years and does not intend to see a competitor take the role. However, when she sees Nero manhandling Barbara later, she decides more drastic action is to be taken. Meanwhile Vicki has befriended the court poisoner Locusta, who informs Vicki that she is in constant use as there is always intrigue going on in court. She also alludes to the fact that she feels her greatest calling will be one day to poison Nero himself. The Doctor has taken Nero to a sauna to try to extract some information from him about the conspiracy in which the Doctor appears to have embroiled himself. Nero knows nothing of this. He informs the Doctor that he is ordered to play at the banquet tonight — much to the Doctor's dismay. Vicki's conversation has been interrupted by Poppaea. As Vicki hides under the desk she learns that Poppaea is jealous of a slave girl and wants her poisoned. As Poppaea takes Locusta out to show her the slave girl, Vicki climbs out from under the desk and switches the cups so that it will be Nero who receives the poison. In the banqueting hall Nero is flirting with Barbara and gives her a gold bracelet, hoping for a kiss in return. They are interrupted by a servant presenting two goblets of wine for the pair. In another part of the hall Vicki has informed a shocked Doctor that she has poisoned Nero as he and Poppaea are an evil couple and should be stopped. He informs her that rewriting history is strictly against the rules of time travel and swiftly stops Nero from drinking the wine. Nero is most thankful to the Doctor for saving his life. However, Nero has a slave drink the wine to test it. Poppaea is furious with the mix up which sees Barbara stay alive and, thinking it a mistake of Locusta's, sends her to the jail. Later that evening at the banquet Tavius explains that "all is in place for tomorrow" to the Doctor, to which he responds cryptically. The Doctor is soon called upon by Nero to play the lyre. The Doctor explains to the gathered masses that the style of music that he plays is so fine and so delicate that only the most sensitive and cultured ears can appreciate it truly. He then proceeds to mime the process of playing the lyre whilst the conceited masses pretend to be able to hear it. When the Doctor finishes, his performance is met with wild applause. When he sits down he explains to Vicki that it is similar to The Emperor's New Clothes, a story idea which he claims to have given to Hans Christian Andersen. The reception given to the Doctor has made Nero insanely envious of him, and he intends to give him his comeuppance. He rushes off to his room to change but encounters Barbara and takes her with him. He explains that they are going to the arena as he has a plan — but also wants to see a fight to make him feel better. At the jail Ian and Delos have been informed that they are to fight each other to the death at the next fight. Delos regrettably informs Ian that he will kill him if he has to as some slaves are freed from captivity if they impress Nero in battle. Outside in the arena Nero and Barbara are in place for the fight and Nero explains to Sevcheria that he wants Maximus Pettulian to play at the arena. However, half way during the show the lions will be let loose on him due to the fact that Pettulian is the only man in Rome to prove a larger spectacle than Nero. This conversation is interrupted by the arrival of the combatants. Barbara is shocked to see Ian as one of the gladiators. The two men fight. Ian disarms Delos but refuses to kill him. They fight again, and Delos disarms Ian. While Nero gives Ian a thumbs down, Delos raises his sword to cut off Ian's head. Delos has a change of heart and turns on Nero, attacking him instead of slaying Ian. Nero's guards fight with Delos and Ian, who manage to escape with Ian telling Barbara that he will come back for her. Nero overhears this and plans to use Barbara as bait to catch the two renegade gladiators. Meanwhile back at the palace Poppaea orders Tavius to dismiss Barbara, stating that she is a nuisance. When Tavius says that Nero is fond of her, Poppaea slaps him. As he leaves the room he comes across Barbara, who says that her friend Ian is coming to pick her up. Tavius states that he was under orders to let her go anyway so all will be well. As they talk Barbara notices that guards are being placed around the palace in order to wait for Ian. Tavius says that he will find a way of smuggling Ian in safely. Barbara also mentions to Tavius that a musician by the name of Maximus Pettulian is to be assassinated by Nero at the arena tomorrow and asks whether he could stop this from happening too. He agrees to do so. In another section of the palace the Doctor and Vicki have stumbled across the plans that Nero has made for a new Rome. Tavius comes to them, warning them of Nero's plans. He also states that the assassination of Nero will have to be pushed forward to tonight. The Doctor is bewildered by this, and Tavius alludes to the fact that Pettulian was coming to Rome in order to murder Nero. A bewildered Doctor states that he and Vicki must leave that night in order to avoid both his and Nero's assassinations. They are interrupted when Nero enters, stating that the Doctor must play at the arena the following night. The Doctor agrees. However, he is holding his spectacles at such an angle as to set fire to the plans of new Rome on the table. Nero is initially furious and says the Doctor will be eaten by alligators, but then he realises that by burning down Rome he would be able to build his planned version. He congratulates the Doctor for giving him this idea. Nero decides to set this plan in action that night. He summons a group of men to the palace. As they make their way in, Ian and Delos, who have been hiding in the bushes, join them in order to sneak past the guards. The men are informed that they will be paid handsomely to run through the town and burn Rome to the ground. As they are receiving this information, Tavius gets Ian and reunites him with Barbara. As the men run from the palace to wreak havoc, Ian and Barbara slip out with them to return to the villa and Delos stops a guard with a torch. The Doctor and Vicki have also escaped and are heading across the fields when they see Rome burning. Vicki makes the Doctor realise that he has had an effect on history and inspired Nero to burn down Rome. This concept genuinely shocks the Doctor as he realises that his time-travelling has had an effect on Earth's history. Ian and Barbara arrive back at the villa first and change back into some more comfortable clothes. They soon fall asleep, only to be awoken by the Doctor, who assumes they have been lazing around since his departure. He refuses to let the couple get a word in edge ways before heading off to the TARDIS. Once there Vicki fills Ian and Barbara in on their adventures, with neither of the party aware of how closely linked their two adventures were. Vicki asks Ian and Barbara where they are going next. They answer that the Doctor doesn't necessarily have full control of his ship so their destinations are all but random. Vicki doesn't believe them and goes with Barbara to get changed. Ian approaches a puzzled Doctor who informs him that something appears to be dragging them down to an anonymous planet. The TARDIS is forced to land on a desolate planet, dragged down by some invisible force. The Doctor discovers, once the ship has landed, that it has had all its power taken away from it as well, with only the scanner left working. The Doctor begins to work his magic at the console, but he can't make the motors work even though the energy is available. While they are fixing the TARDIS, Vicki hears an ultrasonic noise which causes her great distress. The Doctor suspects that she can hear it due to her relatively young age. The source of the noise is an ant-like creature emitting loud beeping noises as a means of communication. Unbeknownst to the travellers, two of these creatures, accompanied by a smaller species, attack the TARDIS, causing it to rock wildly — much to its inhabitants' surprise. Barbara takes Vicki, who is most perturbed by the noise and the battering of the TARDIS, to bed whilst the Doctor, resigning himself to not being able to sort his ship out, asks Ian to come and explore the planet. Ian and the Doctor don atmospheric density jackets, inform Barbara of their plan, and set off, using the Doctor's ring and a device in the TARDIS to open the door without power. Left to their own devices, Barbara and Vicki have a conversation about Vicki's futuristic schooling. Out on the planet, Ian and the Doctor discover some very strange goings on. Ian takes his gold pen out of his suit jacket, only for it to literally disappear out of his hand. The echoes of their voices seem to take on lives of their own and linger for much longer than normal echoes. Ian confides in the Doctor that he feels he is being watched. The Doctor states the only way to prove that theory is to go exploring. Meanwhile, back in the TARDIS, Barbara is tidying up when she seems to lose all the strength in her arm, which appears to be dragging her out of the door. Just as she reaches the door she regains control. Scared, she goes to sit with Vicki, where the sensation happens again. Vicki, thinking she is joking, laughs, and Barbara leaves her. Outside, Ian and the Doctor discover a large stone pyramid that is obviously not natural and has been built by some sort of creature. The two marvel at this. They discover a pool of what Ian thinks is water, in which he is about to wash his hands, when the Doctor, borrowing Ian's tie, discovers it's acid. They decide to head back to the TARDIS, when Ian sees some sort of light in the acid. As the Doctor inspects it, the ant creature scuttles away, beeping. The Doctor and Ian head back. Whilst Barbara is alone she again loses power of her arm and is dragged out of the door after using the console to open the door. The beeping wakes Vicki and, as she enters the console room, she loses control of her limbs and calls out for Barbara. The Doctor and Ian, hearing the echo, rush to the TARDIS, but Ian gets caught up in a net made of webs which lifts him off the ground. Ian orders the Doctor to leave and help Vicki. As he approaches the TARDIS, it begins to move. As he rounds the corner, he sees that the TARDIS has gone. The Doctor returns to find Ian lying prostrate on the floor. He wakes him to inform him that the TARDIS has gone. The men set off to look for the ship. Meanwhile, on another part of the planet, Barbara is being led by the unseen force that caused her to leave the TARDIS. As she walks, she is accosted by a large, butterfly-like creature. It leads her into a cave where two more of the creatures wait. They take off Barbara's bracelet and throw it into the acid, which awakens Barbara from her trance. She tries to escape but is detained by the creatures. Meanwhile, Vicki uses the TARDIS's scanner to discover that it is the ant-like creatures that are controlling the ship — using their minds to drag it to another place on the planet. On the trail of TARDIS, Ian stumbles across a chrysalis. On close inspection, the Doctor discovers that it is from the Menoptera species. This, combined with the rock formations implicit on the planet, leads the Doctor to believe they are on the planet Vortis. Back in the cave of the Menoptera, the butterfly-creatures discuss what to do with Barbara. They say they need to kill her, as a creature they refer to as the Zarbis will extract the information of their whereabouts and hunt them down. Overhearing this, Barbara uses a stick to help her break out and escapes onto the surface. Whilst the Doctor and Ian search for the TARDIS, they are accosted by the ant-like creatures. Ian tries to fight back, but the Doctor urges him not to. The Doctor states that he has never before seen these creatures, so they should be treated cautiously. The creatures herd the men towards their den. This is also where Vicki and the TARDIS have been brought. Once the ship has been brought to a halt, Vicki goes out and explores her surroundings. No sooner is she out of the TARDIS than she is set upon by the ant-creatures. One of them keeps her penned in the corner whilst the other tries to explore the TARDIS, but as soon as it enters the ship, the creature is distressed and leaves. When Vicki is joined by the Doctor, he is indignant that someone has tried to board his ship and tries to tell the creatures that his TARDIS is not to be boarded. Back in the cave, the Menoptera try to send a signal to the rest of their species, warning them that the Zarbi and a being they call the Animus are still on the planet. They are interrupted by an attack by the Zarbi, led by Barbara. She wears a gold harness that controls her in the same fashion as the bracelet did earlier. Whilst the Zarbi attack the rest of his species, one of the Menoptera, Hrostar, removes the harness from Barbara's neck and informs her those they don't kill are taken to the Crater of Needles where they are forced to work against their will and in great pain. As he explains this, he is set upon by the Zarbi. Back at the den of the Zarbi, the Doctor is trying to communicate with them. An alarm starts to sound. A cylinder falls from the ceiling onto the head of the Doctor, proclaiming, "Why do you come now?" The disembodied voice is hostile towards the Doctor, assuming that he is an emissary from the Menoptera. As a show of force the voice fires a laser beam towards the TARDIS, but Vicki, in her earlier efforts to stop the ship from moving, accidentally re-aligned the fluid link and restored power, enabling the ship's shields to combat the attack. The Doctor convinces the voice that he is not part of the Menoptera force. The voice asks if he has a way of monitoring the stars, to which the Doctor replies in the affirmative. The voice agrees to free the travellers if he will help them garner information on the Menoptera. The Doctor asks the voice, which he refers to as the Queen Ant, where Barbara is. The voice tells the Doctor that she is in the Crater of Needles. The Doctor and Ian are allowed into the TARDIS to bring the equipment out to the Zarbi. While they are inside the Doctor hatches a plan whereby Ian should go find Barbara if the opportunity shows itself. Once the Doctor has got the equipment outside, the power that the Zarbi use to control the TARDIS also stops this piece of equipment from working. The Doctor speaks to the voice and says that he will need this power relinquished. The voice agrees but warns the Doctor that if it is betrayed they will be killed. As the power is restored to the ship the Zarbi also power down, which enables Ian to escape. As Ian searches for Barbara he comes across a Zarbi. He tries to sneak past it but the Zarbi rounds on him. Ian kills the Zarbi but as he tries to escape he gets caught in a web which triggers an alarm. The other Zarbis are awoken and go to fetch Ian. They try to kill him but the laser beam from the smaller species allows Ian to break free. As he runs from the Zarbis he is saved by a Menoptera, who hides him from the pursuing masses. Ian's capture means the other travellers back at the TARDIS have lost the trust of the disembodied voice. The Doctor has uncovered a message from the Menopteran forces saying they are hovering over the Crater of Needles. The Doctor decides to repress this information from the Zarbi. When the Doctor sends Vicki in to get a piece of equipment, she returns with the wrong box. This box contains a specimen of a spider. As Vicki returns this to the TARDIS she discovers that the Zarbi are afraid of the specimen. Ian and his Menopteran saviour, Vrestin, lie low and discuss the state of Vortis. Ian learns that Vortis used to belong to the Menoptera. The Zarbi were a species indigenous to Vortis, with which the Menoptera lived at peace; however, they were made militant by a dark power that Vrestin names the Animus. The Menoptera were powerless against the Zarbi and fled the planet to a nearby moon. The Menoptera are now trying to reclaim the planet that was once theirs. They discuss the Crater of Needles. Vrestin tells Ian that the Menoptera that are taken to the Crater have their wings pulled off and are forced to work until they are killed. Vrestin offers to show Ian the way to the Crater of Needles, but on the way there they are set upon by Zarbi. They escape and hide in a cave, but Vrestin slips and falls, causing a cave-in and trapping them. Ian and Vrestin find themselves in an underground cave. No sooner have they dusted themselves down than they are surrounded by unknown creatures. Meanwhile, at the Crater of Needles, Barbara is struggling under the immense workload that the Zarbi put them under. She has befriended Hrostar, who explains what the Menoptera are forced to do. He explains that they are forcing a raw material into an acid stream which draws it to the main base of the Zarbi, called the Carsinome, and causes it to grow more and more over the face of Vortis. The Menoptera explains that the Animus lives at the centre of the Carsinome. Hrostar informs Barbara that the Menoptera's primary aim was to free the Zarbi from the Animus' power but they have since been opressed by them. Back at the Carsinome, the Doctor and Vicki discuss when to use the tool of the spider to their best advantage. The Doctor states that he would like to use it in order to escape. The Zarbi accost Vicki and use the mind harness to hold her hostage whilst the Doctor talks to the Animus. They ask him for all he has learnt from his device. The Doctor informs them that the Menoptera are forming on the planet Pictos. However he feigns that he knows no more than that. The Animus warns the Doctor that if he doesn't present more information to them soon they shall kill Vicki. No sooner has the Doctor been released from the Animus' tube than an alert is summoned calling the Zarbi to arms against a potential Menoptera attack. This call to arms is evident at the Crater of Needles. The workers are all herded into their quarters whilst the Zarbi supervisors go to protect Vortis. Here Barbara and the Menoptera Hrostar, Prapillus and Hlynia discuss the fact that somehow the Zarbi have found out that the Menoptera attack is imminent. This is a big problem because the only success that the Menoptera were to have was through the advantage of surprise. They decide to overpower the single Zarbi and the lesser species, revealed to be called a larvae gun, and warn the Menopteran force of this danger. They break free from their quarters and kill their guards. In the underground cave, the creatures that are holding Ian and Vrestin hostage appear to be primitive grub-like creatures. They bind their captives hands together with some form of natural adhesive. They are mistrustful of strangers from the surface, which they describe as evil. They say that they are to consult their oracle which they refer to as "the Chasm of Lights" as to whether they should leave or die. At the Carsinome the Doctor is thinking of a way to overpower the Zarbi. Using his walking stick he inspects the harness that the Zarbi use to brainwash their captives. He discovers that it is made entirely of gold. He speculates that there must be a way of overpowering whatever force it is that controls the gold. In experimentation he tries to use the TARDIS instruments. It seems to have worked but draws the attention of the Zarbi. A Zarbi holds Vicki prisoner whilst the Doctor converses with the Animus. The Doctor tries to blame a piece of his equipment for the explosion, but the Animus seems to be able to draw information from the equipment now. It discovers the landing point of the Menoptera and states that for such betrayal the Doctor and Vicki must die. The Zarbi places the harnesses onto them until they have dealt with the Menoptera. The grubs return to Ian and Vrestin with the news that they are to be slaughtered. However, Vrestin states that she is a creature similar to them. She says if they were to join her on the surface they too would grow into a strong and mighty creature like her. They seem doubtful but when Vrestin shows them her wings they start to worship her as some form of god. Up on the plateau the spearhead of the Menoptera land. Barbara and the other Menoptera warn the spearhead of the oncoming danger, but it is too late and the rest of the Menopteran army land. The Zarbi set about them, killing most of the Menoptera spearhead. The spearhead leader, Hilio, orders them to retreat. Hlynia shows Hilio to saftey. Barbara, Hrostar and Prapillus try to avoid the Zarbi, but she falls down, and a Zarbi looms over her. Barbara, Hrostar and Prapillus are chased into a crevice by an incoming horde of Zarbi and larvae guns. They find themselves in a Temple of Light, a series of secret underground temples laced around Vortis. Here they encounter Hylnia and Hilio. The creatures are desolate and state that they are not creatures of war. They turn to Barbara in an effort to help them into the mindset of warfare. Barbara asks what their plan was if the onslaught of Menoptera was successful. Hilio displays a device called the Isoptope, which is a "living cell destructor". This would destroy the devices used by the Animus that cast a web of evil over Vortis. Barbara states that the only way forward is to try to use it. Meanwhile, back at the Carsinome, whilst the Zarbi are distracted by the battle with the Menoptera, it is revealed that Vicki is not actually under the influence of the harness as the Doctor's experiments rendered that particular harness useless. Vicki releases the Doctor from his harness and the Doctor and Vicki catch a Zarbi using the functioning harness. Somehow the Doctor is able to control how the Zarbi moves and the two friends escape along with the Zarbi. In the cave, the creatures, now known as the Optera, have agreed to lead Ian and Vrestin to the centre of the Animus, leading the way underground. As they get deeper into the tunnels the Optera try to break through the walls in order to allow air and light in. An attempt at this releases a store of acid which kills one of the Optera, Nemini. The potholers carry on. Barbara has decided that the best course of action is for a mock attack. Hilio disagrees, but the others agree with Barbara's idea. Their meeting is interrupted by an intruder. The Menoptera begin to panic, but it is the Doctor, Vicki, and their tamed Zarbi. The Menoptera feed back to the Doctor. The Menoptera inform the Doctor that the Animus dwells in the very centre of the planet and draws power from the magnetic poles of the planet. It is this, and its subsequent effect on gravity, that are drawing the moons towards Vortis; this is also the explanation as to why the TARDIS was forced to land. The Doctor decides that he will take the Isoptope back into the Carsinome and destroy the Animus himself from the inside. The Menoptera give it to him in exchange for the Zarbi, which they will use in their attack. The Doctor gives Prapillus his ring, which will allow him to control the Zarbi. The Doctor returns to the Carsinome with Vicki; however, they are immediately set upon by the Zarbi, who bundle them into a room where a form of bio-gun squirts a web onto them, leaving them stuck in one position. The Doctor and Vicki are soon freed from the sticky substance that was binding them and are called to the Animus. The Doctor is informed that the Animus has no further use for him except for his mind, and that he and Vicki will be brought to the centre of the Carsinome. Meanwhile, on the surface, Barbara and her gang of Menoptera are using their tamed Zarbi to confuse and incite the Zarbis that are under control of the Animus in order to create a distraction which would enable them to enter the Carsinome. As the Zarbi usher the Doctor and Vicki towards the centre, he asks her for the Isoptope, but she reveals that she hid it in the Astral Map when they were captured. Deep underground, Ian, Vrestin and the Optera are making their way to the surface when they discover a pocket of water that the Animus has filtered underground in order to replace the pools and streams with acid. This gives great hope to the Menoptera and the Optera for their future yields if they ever were to overcome the Animus. Eventually they reach the underside of the surface but struggle to get through the thick crust of the planet. Barbara and her group of rebels come across a few of the Zarbi, and in an attempt to overpower a larva gun, Hrostar is killed. Hilio, Prapillus and Hlynia press on. The Doctor and Vicki are brought to the centre of the Carsinome and are instantly blinded by the light cast off by a large web-like brain with many tendrils stemming from it like roots. As soon as they enter the room, the Animus informs them that it is going to smother them with its tentacles and absorb their intelligence in order to master space travel. The two travellers seem unable to resist this hypnosis and move towards the Animus. Barbara and the Menoptera find themselves where the Doctor and Vicki were previously being held. Barbara discovers the astral map and states that she could use this device in order to help the Menoptera communicate with the rest of their force on Pictos. As Barbara attempts to do this they stumble upon the Isoptope that the Menoptera gave to the Doctor and deduce that if the Doctor had left this behind he must have been taken by force. They decide to hunt the Doctor out and save him. They soon find themselves at the centre of the Carsinome where they too are overpowered by the light of the Animus. The Animus is also able to block Barbara's use of the Isoptope.. It seems that Barbara and the Menoptera are going to succumb to the Animus when he is briefly distracted by the emergence of Ian and Vrestin from under the ground. Barbara uses this split second opportunity to kill the Animus and free the Doctor and Vicki. On the surface of Vortis, the Menoptera are delighted to find the Zarbi and larvae guns have returned to their previous docile and cattle-like state. They also discover that the pools and rivers that once ran with acid run with pure clean water again. Even the Optera are relatively placated with the promise that their children may grow into creatures capable of flight. The creatures of Vortis gather together to say farewell to the Doctor and his companions, stating that they will speak of the legend of the Earthmen who freed them from the tyranny of the Animus. The TARDIS materialises in 12th century Jaffa in the same forest King Richard the Lionheart and his associates are inhabiting. As they talk of sport and tactics they are beset by Saracens. A skirmish ensues which soon spills into where the Doctor and his companions are. Ian is forced to take up arms and fight off one of the Saracens with the help of the Doctor, but in the melee Barbara is seized by the heathens and taken hostage. The travellers stumble across William de Tornebu, who has been wounded in the skirmish, and look after him, protecting him from the Saracen onslaught. They call for Barbara, but though she can hear them she has been bound and gagged and is taken away. Meanwhile in another part of the wood, another companion of the king, William des Preaux, is surrounded by Saracens. He tells them that he is Richard as he knows they have orders to return the king to the leader of the Saracens, Saladin. By this time the Doctor has deduced where they are and what time period they are in just before Ian discovers that Barbara is no longer with them. He goes to look for her but to no avail. The Doctor, Ian, and Vicki agree to take the wounded de Tornebu back to Richard's court. Barbara awakes to find herself released and in the camp of the Saracens. She is greeted by Des Preaux, who informs her of the trick he is pulling with regards to him being Richard and decides that in order to also protect Barbara it would be expedient for her to pretend to be Joanna, Richard's sister. At this point El Akir, a senior member of the Saracen army, interrupts the two prisoners and insults them, much to the anger of Des Preaux, who knows that Saladin demands the utmost respect for his prisoners. El Akir informs the prisoners that they are to be presented to Saphadin, Saladin's brother. The Doctor and Vicki have sneaked into the centre of Jaffa in order to acquire some more befitting clothes. They take advantage of a transaction between the shop-keeper and a Saracen soldier who has stolen some clothes from the English forces to steal the clothes themselves. El Akir presents Barbara and Des Preaux to Saphadin, who responds angrily, seeing straight through the falsehood of the two prisoners' supposed identities. They are interrupted by Saladin. El Akir, eager to shift the blame from his case of mistaken identities, begins to suggest the prisoners could be used for entertainment purposes, stating that Barbara could be forced to walk over hot coals. Saladin asks Barbara whether she would find this acceptable, to which she responds in the negative. A shamed El Akir is told to allow the two prisoners all liberties in the camp except liberty itself. The Doctor has brought de Tornebu to the court of King Richard, who is angry at the loss of life due to the Saracen siege and therefore treats the TARDIS crew very curtly. Ian, anxious to rescue Barbara, asks for the king's help in rescuing her, but Richard, angry that Saladin enforces underhanded methods of warfare as well as the fact that his brother John seems to be willing to trade with Saladin, says that he refuses any contact with Saladin from here on in and therefore will not extend any help in the return of Barbara. De Tornebu and the Doctor are able to convince the king to change his mind by playing up the embarrassment Saladin will feel when it's revealed he has not actually captured the king. Richard is amused, and asks the Doctor to join his court. El Akir plots to gain his revenge on Barbara, and Genoese merchant Luigi Ferrigo willingly inserts himself into the situation, hoping to profit financially. He pretends to help Barbara escape, but in fact delivers her into El Akir's hands. El Akir rides away with her to Lydda. Joanna befriends the Doctor and "Victor" (the Doctor decides to disguise Vicki for her safety). But the two travellers soon find themselves accused of theft by the chamberlain and by the shopkeeper from whom they did indeed steal clothes. However, the man who originally stole the clothes and delivered them to the shopkeeper is revealed to be under the chamberlain's command, and the Doctor is cleared of any crime. Ian is knighted and sent to Saladin's court to both request the release of des Preaux and Barbara and to offer the hand of the real Lady Joanna in marriage to Saphadin. Ferrigo is allowed an audience with the Sultan and his brother but in the presence of des Preaux admits to helping kidnap Barbara. He is shot and killed by an arrow while trying to escape. Barbara, meanwhile, has escaped from El Akir and flees through the streets of Lydda when a hand clamps over her mouth. Barbara is taken in by Haroun ed-Din. He is sympathetic because El Akir killed his wife and son and kidnapped his daughter. The truth about Vicki is revealed to Joanna, but the Doctor and Vicki are able to placate her and Vicki is offered her protection. Haroun leaves his remaining daughter Safiya with Barbara as he scouts around, but is knocked out by El Akir's patrolling men. They search Haroun's house, and while protecting Safiya Barbara attempts escape but is recaptured and returned to El Akir. Ian, on the way from Saladin's court to Jaffa, is attacked by bandits and knocked out. King Richard announces his plans to his assembled nobles, including the blood-thirsty Earl of Leicester. The earl is appalled, and he and the Doctor argue eloquently about the plans. The king's mind is made up, but the earl becomes suspicious of the Doctor. The Sultan tentatively agrees to the king's plan, to the pleasure of his brother, but is suspicious and plans to be ready for any duplicity. When Joanna learns of her brother's marriage plans for her, the Doctor is politically caught between the two royals. She is infuriated and tells her brother she will never consent. The king turns on the Doctor, believing him to have exposed his plan prematurely, and orders them out of his sight. Barbara is brought to El Akir where he taunts her with threats of torture, saying that the only pleasure she has left is death — which will be a long way away. El Akir offers his guards gold to do whatever they like to Barbara. Barbara knocks the gold on the floor, and whilst the guards scramble to pick it up Barbara makes her exit. El Akir and the guards follow her and are met by only El Akir's harem, who tell him they haven't seen Barbara. Once El Akir is out of sight they tell Barbara to come out from her hiding place. They inform Barbara they all hate El Akir and would love to see her escape. Barbara befriends Haroun's daughter and informs her that her father and sister are safe and well. When Ian awakes he finds himself tied by his hands and feet in the middle of the desert by a thief named Ibrahim. Ibrahim tells Ian that unless he pays him a ransom he will leave him to burn to death in the desert. When Ian says he has no money Ibrahim smothers honey on his face and chest and goes to wait in the shade until the threat of the oncoming horde of ants makes Ian reveal where his money is hidden. Back in the fortress of Richard, Leicester is accusing the Doctor and Vicki of treason for their deceit towards Richard. The king enters and tells Leicester to prepare the troops for battle. Richard apologises to the Doctor and Vicki for being cross at them previously, stating he now knows it was Leicester who poisoned the mind of Joanna rather than them. He says that he cannot banish Leicester as he holds too much sway with the soldiers. The Doctor and Vicki decide that now is the best time to go to the TARDIS and wait for the others. Vicki is sad to hear that Richard's plans will ultimately end in defeat. Meanwhile Leicester speaks to one of his advisors and speculates that the Doctor and Vicki must be traitors, and even speculates that they may be devils or witches. The advisor is told to keep a watch on the pair of them. Back in the desert Ian has devised a plan to escape from Ibrahim. He tells him that the money is in his boot. When Ibrahim loosens the binds on one of his feet Ian kicks Ibrahim to the ground and frees himself. He makes Ibrahim take him to Lydda under pain of death. Unbeknownst to Barbara and the rest of the harem one of their number has betrayed them to El Akir, who takes them by surprise in order to discover Barbara. Just as Barbara is about to be slain for her treachery, Haroun enters and kills El Akir, and he is followed by Ian, who helps the women escape. Ian pays off Ibrahim with El Akir's money and leaves for Jaffa on his horses. As the Doctor and Vicki slink away to the TARDIS, they are discovered by Leicester and his soldiers. Leicester sees this as an admission of their guilt and vows to kill them for treason. However he is interrupted by the return of Ian, who states that he is Sir Ian of Jaffa and has a higher claim on the Doctor's head — stating that he killed a number of his troops. Leicester bows to this greater claim and the travellers escape together in the TARDIS. The TARDIS's departure is witnessed by Leicester and his men, who are left believing that the brave Sir Ian has been spirited away by sorcerers — and vowing never to tell what they have seen. Meanwhile, the Doctor and his companions have not been travelling long when an unexplained power failure results in the interior lights starting to dim ominously. The crew suddenly freeze into immobility, and only the control console remains functioning and illuminated, with its light playing across the faces of the frozen figures before it. The TARDIS materialises on a planet replete with many different specimens of space technology. The Doctor says they landed far quicker than he ever has before. Ian and Barbara find they have switched clothes since just before they landed. They had been in their 12th century Crusade clothes. The Doctor explains this away as being merely "time and relativity". Their old clothes will be hanging in the wardrobe. Vicki confirms this. Following the Doctor's orders she also fetches a glass of water from the food machine. She is startled by something that makes her drop the drink. As the glass smashes on the floor, it immediately reforms itself and leaps back into her hand. She reports this to the Doctor, who says all should be explained when they explore the planet. He postulates it is a museum because the spacecraft are lined up in chronological order. Once they leave the TARDIS, they find the planet has nothing living on it. Ian notices their footprints make no tracks in the dust. They head towards a large building in the middle of the spacecraft. Once there they find the doors shut, but they soon open to reveal two men. The travellers hide from them, but as they pass Vicki sneezes loudly. To the travellers' surprise the two men do not seem to hear her. The Doctor says this is unexplainable and begins to explore the building. As they walk through the many corridors, they are startled by a Dalek, which they realise is only a museum piece. As they discuss Daleks, about which Vicki has only read, they see two more men coming. They hide but are surprised to see that, although the men seem to be speaking to each other, they are inaudible to the travellers. Ian wonders if they speak at another frequency than humans. The Doctor doubts it but has no other explanations. As they continue to explore the museum, Vicki discovers that they cannot touch any of the pieces on display. Their hands simply pass through them. The Doctor suggests they are not actually where they think they are. Yet again, they encounter three men who go about their business, unaware of the travellers. This supports the Doctor's theory. Further in the museum, they find the Doctor's TARDIS on display. Barbara, Ian, and Vicki, although confused as to how the ship came to be here, say they think they should leave the planet. The Doctor soon proves this to be impossible. The TARDIS also cannot be touched. The Doctor points out a display case containing the bodies of the four travellers. He says the TARDIS must have jumped a time track when they materialised. Thus they temporarily occupy a fourth dimension. This lets them be simultaneously in the cases in one reality and standing, looking at themselves in the fourth dimension. The Doctor suggests that the only course of events is to wait at the museum until they return to the real reality. He suggests that what they are seeing in front of them is merely a possibility of the future and it can be changed. He notes that the versions of them in the display cases are wearing the same clothes as they are wearing now, so it is only a matter of time before the two realities merge again. No sooner does he say this than Barbara has a strange feeling. Time seems to rewind and two men discover the TARDIS. At the same time, the display cases disappear. The Doctor announces, "We have arrived." The museum's curator, Lobos, receives news of the alien ship that has landed on his planet. Although concerned, he is also pleased to have his day's monotony broken by an intruder. He orders his men to find the visitors before the rebels find them. However, he is too late — three rebels have already heard about the travellers and intend to intercept them before Lobos' men. They will befriend them and overthrow the oppressive rule that Lobos, a representative of the Moroks, holds over them. Meanwhile, in the museum the travellers have taken a gun from the exhibition to bluff their way out of the museum. The four friends discuss how best to avoid the future that they saw in the fourth dimension. It is suggested that they do the opposite of what they would normally do, but they decide to try to escape. If they escape, then they will never be captured in the first place. They begin to navigate the labyrinthine corridors, searching for escape. As they make their way through the corridors, they are pursued by the rebels, who decide that, to avoid startling the travellers, they will capture one of them and explain their situation. It is not long before the opportunity shows itself. As the travellers walk through the corridors, the Doctor is distracted by an exhibit and falls behind his friends. The rebels grab him and carry him away through a door without the others seeing. He plays dead and the rebels decide to split up. One of the rebels, Darko, elects to stay and watch the Doctor while the others go to track the other travellers. The remaining travellers, now aware of the Doctor's disappearance, argue how best to find him and save themselves from their possible future. They decide it is best to push on for the exit. The two rebels return to discover that Darko has been tied up and gagged. They question him about what happened, but he has no memory after being knocked unconscious. They go to seek the Doctor, who they assume escaped back into the museum. However, he is hiding in the hollowed out Dalek shell. When he escapes, he is accosted yet again, but this time by the Moroks. Barbara, Ian, and Vicki, now tired and cranky, decide to use yarn to ensure that they are not repeating their paths. They unravel Barbara's cardigan to do this. The rebels find the yarn and decide to follow it. Eventually they find the exit. As they pull back the doors they see that the TARDIS has been captured. The Doctor finds himself in a room with only a chair. As he sits on it, bars lock him in place. A wall slides up to reveal Lobos. He explains that the museum is an homage to the great history of the Moroks and it is silent because the Moroks are now peace-loving creatures. Lobos asks the Doctor with whom he came here. The Doctor refuses to say, but Lobos somehow knows anyway. He explains that the Doctor's chair allows his thoughts to be shown on a video screen on his desk. When Lobos continues to question the Doctor on how he came here and where he is from, the Doctor uses the strength of his brain to confuse and misdirect Lobos. Lobos tires of this and summons his guards to take the Doctor to the preparation room. He will become an exhibit, causing an image of the Doctor on display to appear. Barbara, Ian and Vicki look on as the Moroks decide to try to force their way into the TARDIS. One of the Morok soldiers is sent to fetch cutting equipment. As the humans discuss what they should do, a Morok finds them and holds them at gunpoint. Ian decides that if they are to be put in the exhibition cases in the future, the Morok soldiers must have been told not to kill them. The gun must be a deterrent, not a threat. Ian calls the soldier's bluff and overpowers him. The other Moroks overhear the scuffle and rush to try to catch the travellers, but in the panic the humans flee in different directions. Barbara hides behind a stack of boxes. The Moroks leave without seeing her, but she finds they have locked the door, trapping her. Vicki escapes from the Moroks another way and gets captured — not by the Moroks but by the rebel faction. At first she is terrified of her captors, especially when she hears that they captured the Doctor, but the rebels insist they wish her no harm. This is proved when they send one of their number, Dako, to find Barbara. Ian elects to hide behind the TARDIS. He overhears a conversation between a Morok guard and Lobos over instructions to guard the TARDIS while the rest of the army track down the "aliens". Using a stone to distract the guard, Ian overpowers him and holds him at gunpoint. He orders the guard to take him to where the Doctor is being held. The guard informs him that it will be too late for the Doctor, but Ian insists. Lobos is tired of the aggravation from high command, what with the aliens running loose on his planet and the ever-growing number of Xeron rebels on his base. He elects to flood his museum with Zaphra gas. This paralyses anyone who inhales it, making all the Moroks' enemies easy pickings. Dako finds the room in which Barbara is hiding but is almost knocked unconscious by a terrified Barbara. He says her name; this calms her. Dako says his race is called the Xerons. They are the original occupants of this planet, but the war-loving Moroks took over their planet to establish their museum. The Moroks swept away the Xeron civilisation and killed all the Xeron people except the children, whom they enslaved. These are the Xerons that now live underground in the museum. The conversation is interrupted by the Zaphra gas that floods into the room. Barbara and Dako try to escape before falling under the gas' paralytic effects. Vicki is also being given a lesson on Xeron history. The Xerons admit that whilst they are more numerous, they do not have the artillery to overpower the Moroks. Vicki asks if there is an armoury that they can raid. The Xerons say that there is, but it is protected by a lock with a lie detector. Unless you answer a series of questions truthfully, you cannot enter. Vicki asks to be taken to this machine, and the Xerons willingly oblige, happy to have an addition to their revolutionary force. Meanwhile, Ian and the Morok guard have arrived at the Preparation Room where the Doctor is being held. The guard suggests waiting until it isn't as busy to enter. Ian agrees. They are soon interrupted by Lobos. Ian hides while the Moroks talk. Ian learns that his friends have not been captured but gas will be used on them. They hide until the Preparation Room may be more accessible. Sita, Tor and Vicki arrive at the armoury. Vicki listens to the questions that the complex telekinetic lock asks. As soon as she has heard the full cycle, she takes off the front of the machine and tinkers with its workings. She gets the machine to ask her the questions again. When asked what her name is, she responds with "Vicki", and when asked what the guns are to be used for, she responds "revolution." To the surprise of the Xerons the doors open. While the Xerons begin arming themselves Vicki explains that she wired the machine to accept any truthful answer, not just the ones that the Moroks were looking for. Lobos is interrupted by Ian, who has gained access to the Preparation Room. Ian holds Lobos at gunpoint and demands to see the Doctor. Lobos obliges, saying there is no point. Ian stops in his tracks, shocked at the state the Doctor is in. Ian finds the Doctor attached to a device, unconscious. He demands that Lobos reverse whatever it is that the machine has done to the Doctor. Lobos says the Doctor is as good as dead and it would be impossible to revive him. It has never been done before. Ian forces Lobos at gunpoint to do so. Meanwhile, Tor marshals the Xeron revolution. He orders his newly armed platoon to attack the barracks. As they do, Vicki says she wants to help find her friends. After arguing briefly, Tor agrees but sends Sita to protect her. Back in the preparation room, Lobos has defied the odds and resurrected the Doctor. The only side effect the Doctor displays is a bit of rheumatism from the extreme cold to which he was subjected. As the Doctor and Ian discuss their next move, a group of Moroks silently ambush them, knocking Ian unconscious. Once Lobos has imprisoned the two men, he tries to call the barracks to muster more men to find the rest of the aliens. There is no answer. Outside where a Morok soldier guards the TARDIS, the doors to the museum spring open to reveal Barbara and Dako. Barbara has carried Dako to safety after he collapsed from the Zaphra gas. The guard pulls his gun on them when a shot rings out and he falls. Barbara and Dako turn to see Vicki and Sita, who is holding a gun. Sita tells Dako about the revolution. Barbara and Vicki decide to join them, hoping they will find the Doctor and Ian on the way. Whilst they talk, another Morok soldier appears. He shoots Dako and Sita and takes Barbara and Vicki prisoner. The soldier returns Dako and Sita's guns to Lobos. Lobos says it is from the armoury and worries he cannot contact his soldiers there either. The four travellers are reunited, locked in the Preparation Room. In a futile effort to render their possible future redundant, Ian destroys the machine that turns them into exhibits. However, the Doctor speculates that there are many more on the planet. Ian and Barbara seem resigned that there is no escaping the future they saw, but Vicki and the Doctor say that ever since they touched down on Xeron they have been altering and affecting the course of events — although they can't alter their own chain of events while imprisoned, they may have made an impression on others, who will do it for them. Outside, the Xerons overpower the Moroks in the battle for Xeron. The Xeron rebels include Sita and Dako, who were only paralysed by the blast from the Morok soldier. Tor finds them and demands to know what happened to Vicki. Sita says that they were taken to the Preparation Room. Tor and his men go after her. Outside the Preparation Room, Lobos receives news that defeat is inevitable. He decides to flee the planet and orders the killing of his prisoners. Just as the travellers are about to be killed, Tor and the rebels burst through the door and kill Lobos, freeing the Doctor and his companions. Later, reunited with his TARDIS, the Doctor explains to Ian and Barbara the problem he had with his TARDIS was all down to a small part that hadn't quite clicked into place — this meant that they had been wandering around Xeron for a while before it clicked back into place and re-landed again, resetting time. Ian asks what the Doctor has brought with him. The Doctor says it is a Time-Space Visualiser the Xerons gave him as a souvenir before they dismantled the museum. He will be able to get it working again, but leaves its actual use a mystery. Vicki bids goodbye to Tor and enters the TARDIS, which dematerialises. On a distant planet, a Dalek enters a control room in response to an alarm call. It informs another Dalek via a communications panel that their "greatest enemies" have left Xeros. The response from the Dalek at the other end is that the Daleks' own time machine will soon be in pursuit and their enemies will soon be exterminated. As the Daleks place the Doctor's position in time and space, the Doctor and his companions are busy in the TARDIS. The Doctor is spending all his time fixing the Time-Space Visualiser, Barbara is making a dress, Ian is reading, and Vicki is at something of a loose end. Eventually this peace is broken by an ear-splitting shriek from the Time and Space Visualiser. The Doctor explains to his companions that the machine is something like a time television, which allows one to see any event that has happened in the past. They each choose an event to witness: Ian picks Abraham Lincoln giving his Gettysburg Address, Barbara elects to look into Elizabeth I's court and sees the genesis of William Shakespeare's plays The Merry Wives of Windsor and Hamlet; and Vicki sees the Beatles performing "Ticket to Ride" but is surprised to learn that they played "classical music". This experimentation is interrupted when the TARDIS begins to materialise. The four travellers find themselves on an arid and desolate planet which possesses two suns that move quickly across the firmament. The Doctor suggests that days and nights must be very short here. Ian and Vicki head into the desert wilderness, the former entrusted with the TARDIS magnet in case they should get lost. Vicki investigates some formations in the shape of humans similar to seaweed, which Ian knows is impossible. They find a trail of what appears to be blood in the sand, which Vicki runs off to follow. As they move off, they do not notice a tentacle rise up from the sand where they were. Meanwhile, the Doctor and Barbara sunbathe. Barbara is distracted by the sound of the Visualiser, which has not been shut off. She sees a "broadcast" of the Daleks preparing a report. The Doctor enters and hears to his horror the Daleks' plan to follow "the enemy time machine" (the TARDIS) to the Sagarro Desert on the planet Aridius which is where the Doctor has found himself. The Dalek assassins plan to use their time machine, find the Doctor and his companions, and exterminate them due to the fact that the Doctor is the only person that stands in the way of their ambitions to take over Earth. The Doctor and Barbara watch a group of Daleks embark into the machine and dematerialise. The Doctor informs Barbara that these events must have happened in the past for the Time and Space visualiser to be able to show it, which means that the Daleks are already on their way. The Doctor and Barbara agree they need to find Ian and Vicki and leave the planet immediately. Tiring from their walk, Ian and Vicki take a rest as the "blood" trail ends; by this time night has fallen very quickly. They find a large metal ring. At first, Vicki is reluctant to disturb it for fear of what might happen (due in no small part to a myth from her childhood wherein pulling a ring in a field would lead to a drawbridge on a mysterious castle to open and something awful to come out). However, they decide they should pull it loose. At first, nothing happens and they prepare to leave, but an ancient trap door creaks open in the sand. They enter the newly opened cavern to have a look. Once inside, the door closes behind them — they are trapped — and another tentacle looms out of the darkness. As they turn they see a mysterious figure looming in the darkness. The Doctor and Barbara have had no luck finding their friends, night has fallen, it becomes cold, and the wind has begun to pick up, covering all tracks, including their own. They decide to return to the TARDIS, not entirely certain of the direction. A sandstorm breaks out, and the Doctor and Barbara fall to the ground. When the suns come back up again they look around for the TARDIS but to no avail. They speculate that it has been covered in sand. They are about to leave when the Doctor tells Barbara to get down, and they see a Dalek, buried by the sandstorm, emerging from the sand. As Barbara and the Doctor duck out of the way two more Daleks appear, but cannot find the time travellers. As the two Daleks leave to look for the time travellers, the Doctor and Barbara get up to go. As they mount the crest under which they have been hiding, they are faced by a group of bipedal lizard-like creatures. One of the creatures is sensed by the Daleks and exterminated. Meanwhile, under the surface of Aridius, Ian and Vicki escape the oncoming horde of lizard-like creatures that pursue them through the labyrinthine passageways — often having to attack the creatures with rocks in order to escape their clutches. Back on the surface the creatures introduce themselves as Aridians. They explain that the whole of Aridius used to be under water, but as the two suns got closer to the planet the water evapourated leaving only the Aridians and the Mire Beasts. The Aridians explain that the Mire Beasts have taken over the Aridians' underground cities and left them to die out in the harsh sunlight. When the Doctor deduces that Ian and Vicki must be in the subterranean Aridian cities, the Aridians state that they cannot go there, as the Aridians are launching an assault on the Mire Beasts, blowing up some of their underground strongholds. The Doctor and Barbara are insistent, so the Aridians try to get them to the entrance before the explosion. However, they do not make it in time. The explosion proves a mixed blessing for Vicki and Ian. Just as the explosion resonates throughout the tunnels, Vicki is grabbed by a Mire Beast. The beast is instantly killed by the explosion but a rock lands on Ian's head, knocking him unconscious. Vicki goes to find the Doctor, leaving Ian prone in the tunnel network. The Daleks search for the time travellers. They use two Aridian slaves to dig out the TARDIS, which they have located using a seismic resonator. Once they have released the TARDIS, the Daleks kill the Aridian work force and try to destroy the TARDIS, but it is impervious to their weapons. They guard the machine, waiting for the Doctor to return to his ship. Meanwhile, the Doctor and Barbara are being protected from the Daleks in one of the Aridian subterranean strongholds, but one of the Aridians comes to the Doctor to inform him that the leader of the Daleks has made contact with them and has vowed that they will stop killing the Aridians if they hand over the Doctor. The Aridians tell the Doctor they can stall for half a sun but will then have to hand him over. The Aridians refuse to let the Doctor go free, saying the Elders are making a decision. In another part of the cave system Vicki searches for a way out. She finds an opening and clambers through it only to see the Dalek guarding the TARDIS. The Aridians then say the Elders have decreed the travellers must be handed over by sunset; the Daleks have claimed when they are executed they will leave Aridius unharmed. The Doctor says they have two hours before the sun sets. Vicki meanwhile finds the Doctor, but the Aridians then come to hand them over. At this moment a Mire Creature breaks through a walled off section of the cave and seizes one of the Aridians. The trio of travellers use this opportunity to escape. Vicki leads the Doctor and Barbara back to Ian, who is now conscious. He has located the TARDIS, but it is guarded. The Daleks decide they will give the Aridians an hour to recapture the travellers, after which they will destroy the city. Ian finds the others and has come up with a plan as to how to get to it. He covers a hole with Barbara's cardigan and the Doctor's jacket. The travellers then tempt the guard Dalek towards them by calling and hiding. The Dalek falls down the hole into the Aridian cave network. The Doctor and his companions rush into the TARDIS just as the Daleks fire at them. As the TARDIS dematerialises, the Daleks vow to follow their enemy across eternity in order to destroy him. The Doctor and his companions celebrate getting the better of the Daleks and set off for their next destination. Their celebrations are short-lived when they discover that they are being pursued by another time machine. The Daleks on their machine have managed to track the Doctor's TARDIS and can follow him wherever in time and space he may be; however, to the Doctor's advantage the Daleks are fifteen minutes behind the TARDIS. Back on the TARDIS the Doctor notices that it is landing. He checks the scanners and discovers that they are in New York City. Atop the Empire State Building a group of sightseers are being informed of the scenic panorama of New York when a young man from Alabama, Morton Dill, becomes separated from the group. Whilst his back is turned the TARDIS materialises. He informs Barbara and Vicki that the year is 1966 on their emergence from the TARDIS. When the Doctor and Ian also come out of the TARDIS, he assumes that the police box is part of a film set and assumes that the travellers are actors. As he goes to fetch his camera to take a photo, the companions re-enter the TARDIS and dematerialise. No sooner have the Doctor and his companions left and Morton has seen this, than the Dalek time machine materialises. Morton takes the Daleks to also be props from the film and interacts with them very brazenly. He informs the Daleks that the other machine has just left. As he goes to take a photo again the Dalek time machine disappears. Eager to discover the mystery of the "film set", Morton looks for a trapdoor in the floor only to be discovered grovelling on the floor by a suspicious tour guide, who hurries away to fetch a policeman. In the TARDIS the Doctor is making allowances for what will happen if the Daleks were to catch up with them. He begins to tinker with a machine that Ian and Barbara bring to him when the ship starts to materialise again. Ian and Barbara go out to explore and find themselves on an old sailing ship. Barbara is fascinated by sea travel and goes to look around; Ian, feeling queasy, returns to the TARDIS. Whilst Barbara looks around she is discovered by a sailor, who takes her to be a stowaway. He accosts her and refuses to let her go. However, Vicki leaves the TARDIS and sees Barbara in distress. She sneaks up on the sailor and knocks him unconscious. By this time the Doctor has readied the TARDIS to carry on and Ian is sent to collect the girls. As Ian approaches, Barbara warns Vicki another sailor is coming. As Ian rounds the corner Vicki knocks him unconscious too. Feeling guilty, the two girls take Ian back to the ship, which dematerialises just in time for the sailor to come to and witness the disappearance of the ship. The sailor alerts the rest of the crew that there is a stowaway on the ship and that he was hit over the head, and they fan out to find Barbara. As they search for Barbara, the Dalek ship lands. The sight of the Daleks, combined with the fact that they are desperately seeking information from the crew, causes the terrified sailors to jump ship. The Daleks discover that the travellers have left and return to their craft in pursuit of the Doctor, leaving the ship silent and empty. It is the legendary Mary Celeste. Back in the TARDIS the Doctor breaks the news to his companions that the gap between the TARDIS and the Dalek ship has lessened to eight minutes and that with every stop the Daleks get closer and closer to catching them. The TARDIS lands in a mysterious old house. Each traveller is scared by the creepy appearance of the house but tries to hide it from the others. The Doctor and Ian go upstairs to explore while Barbara and Vicki remain downstairs. As they explore, they notice that the fireplace has eyes that follow them around the room, and there are bats that mysteriously fly down from the rafters and skeletons that drop from the ceiling. Upstairs the Doctor and Ian are making similar discoveries. Ian sees a ghostly figure. The Doctor stumbles upon a laboratory and, as he explores, Frankenstein's monster rises up from the slab as if to grab at the Doctor and Ian. The Doctor runs away in terror, followed by Ian. As they retreat, the monster quietly returns to his slab. A similar apparition appears to Barbara and Vicki downstairs also. As they are exploring, a vampire appears to them and introduces himself as Dracula before disappearing again. Barbara investigates the patch of wall from which Dracula appeared to find out how it might have been achieved, but when she turns back Vicki has disappeared. A woman from the upper balcony of the house screams at Barbara, and as Barbara backs up in shock the wall rotates, taking her with it. Upstairs, the Doctor has rationalised where they have landed. He speculates that the house and its contents are so much like what one would expect from a creepy house that they have landed within a world of dreams — where terrors and thoughts have been magnified into a tangible place. Ian asks whether this means that the Daleks cannot chase them here, to which the Doctor agrees due to the fact that they are safe from time and space as they reside in the psyche. This gives them new hope, but as they return downstairs they find Barbara and Vicki have disappeared and are not in the TARDIS. They go back upstairs to look for them. However, the Doctor is wrong. The Daleks have zoned in on the Doctor's whereabouts and are preparing to materialise. They state that he is still on Earth and has just changed the year and the geographical location. The Daleks materialise in the house and a search party disembarks, but one remains in case they return. The Doctor and Ian cannot find Barbara and Vicki anywhere and, in their desperation, they go back into the room with Frankenstein's monster. As they go down into the room they are met with the dual terrors of the approaching monster coupled with the arrival of a Dalek. Thinking quickly, Ian traps the Dalek in a cage in the laboratory, and he and the Doctor escape. With the two men gone, the monster continues to approach the Dalek, which tries to exterminate him — only for the monster to be immune from the Dalek's weaponry. The monster opens the cage and destroys the Dalek, immune to the fact that it insists that it is indestructible. As the Doctor and Ian return downstairs they discover Barbara and Vicki, who have reunited. The travellers' joy is short-lived when a Dalek corners them. When it looks like the travellers have no chances left, Dracula reappears and distracts the Dalek that was about to kill them. The travellers run for the TARDIS, but Vicki is stopped as two other Daleks appear. As they do, Frankenstein's monster reappears and begins to destroy the Daleks. Vicki does not make it into the TARDIS. Unsure of what to do and panicking, she sneaks into the Daleks' time machine. In the TARDIS, the Doctor and Ian tinker with the weapon they plan to use on the Daleks whilst they discuss the planet they have just been on. The Doctor speculates that they shall never know quite when it was. While talking, they discover that they were actually in an advanced form of a haunted house from the Festival of Ghana in 1996 which had been cancelled by Peking. It is only when Barbara joins them that they realise that Vicki has been left behind. On the Dalek time machine, the Daleks further track the Doctor's progress through time and space — they state he is headed towards the planet Mechanus. Skaro is contacted for a report on Mechanus. It is also revealed that the Daleks have a secret plan. The Daleks have been building a machine that they refer to as a "reproducer", and they plan to "reproduce" the Doctor, claiming it will be finished by the time they get to Mechanus. As the Daleks disperse, Vicki emerges from her hiding place. She tries to contact the TARDIS using some radio equipment that she discovers, but it doesn't work. Curious as to how the reproducer works, she sneaks up to it and is shocked when she sees what appears to be the Doctor standing inside the machine. Back aboard the TARDIS, the Doctor is blaming himself for the disappearance of Vicki, but he states that there is nothing that he can do about it due to the fact that the TARDIS cannot interrupt its own time stream and visit the same place twice — even if the time mechanism allowed them to pinpoint where they could go. Ian says they could fix the time mechanism, but the Doctor says it could take months or years. Eventually Ian hatches a plan. If they were to seize the Daleks' time machine, they could use that to return and rescue Vicki. The Doctor agrees and states that the next place they land will be the area of the inevitable battle that must take place. When they land they discover that they are on a largely swampy planet with dense undergrowth. They decide to go and explore so as to best use their time to destroy the Daleks. As the Daleks approach Mechanus, the Daleks decide to animate the robot. They power up the reproduction machine and the simulated version of the Doctor comes to life. The Daleks ask the simulated version of the Doctor whether it knows its mission. The robot responds with, "To infiltrate and kill." The Doctor, Ian and Barbara are exploring the planet Mechanus. They soon discover that the dense undergrowth of the planet is made up of living plants called Fungoids that are constantly trying to attack them. They are soon cornered by the Fungoids, and as it looks like they might finish off second, some lights flash on which cause the Fungoids to vanish away. Ian investigates the lights and discovers they form a corridor through the jungle. The travellers follow the pathway. Meanwhile, the Daleks have landed on Mechanus, where they say all life must be treated as hostile, and have fanned out in search of the Doctor, not before releasing their deadly doppelganger to "infiltrate, divide and kill." Vicki leaves the Dalek time machine and attempts to seek out the Doctor, but is attacked by a Fungoid. As the Doctor, Ian and Barbara make their way through Mechanus, they are being stalked by the robot Doctor who never lets them far out of its sight. They soon reach the end of the corridor of lights and find themselves in a cave. Unsure as to why the complex system of lights leads to such an innocuous locale, they begin to look around, hoping they will either discover the significance of the cave or find a way of turning off the lights so as to allow the Fungoids to destroy the Daleks. In their exploration, they discover a weapon for keeping the Fungoids at bay. Barbara is confident that, with the combination of their newly-found weapon and the bomb that the Doctor has been working on, the Daleks are done for. The Doctor warns her that the bomb can't be used under cover so they'll need to think of another tactic. Meanwhile, Vicki is desperately searching for the Doctor. She comes across the TARDIS, but finds herself almost being crushed by one of the Fungoids. She screams out, which alerts the Doctor and Ian, who rush out to rescue her. The robot Doctor uses this opportunity to swoop in and take advantage of Barbara's isolation. The robot Doctor informs Barbara that Ian has been killed by the Fungoids and that he needs her help out in the jungle. Confused and worried, she complies. The Doctor and Ian find Vicki, who has fainted from the shock of her near escape with the Fungoids. Ian deduces that she must have hitched a ride with the Daleks in order to catch up with her friends. They carry her back to the cave and discover Barbara missing. Ian goes back out to look for her. Whilst Ian is gone, Vicki regains consciousness but, on seeing the Doctor, reacts wildly, suspecting him to be the robot version. When Ian returns, she calms down and apologises to the Doctor before explaining about the robot clone and his plans to kill them. Ian deduces that this is why Barbara must have left the cave. The three friends go out and look for her in a panic. As they walk through the jungle, Barbara hears Ian calling her name. This leads to the robot Doctor attacking her. It knocks her to the ground before Ian arrives and fights the robot off her, but it is able to break free of him and escape. Ian explains the situation to a confused Barbara. Ian and Barbara meet up with Vicki — the humans are then shocked by the appearance of two Doctors, each of whom tries to convince them that he is the true Doctor. Ian makes his mind up and attacks one of the Doctors when it tries to get past him to destroy the other. They grapple wildly whilst the other Doctor gives Ian tips on how to finish off his adversary. However, the Doctor with Vicki and Barbara slips up and calls Vicki "Susan", revealing himself to be the robot. Barbara informs Ian that he has the wrong version, and the four unite in battle against the robot. Eventually the robot Doctor battles the real Doctor, who destroys it. An exhausted Doctor and his companions return to the cave where they sleep. Little do they know that, whilst they sleep, a camera falls from the roof of the cave and observes their slumber. Meanwhile, the Daleks have seized the Doctor's TARDIS and intend on keeping it hostage as an insurance policy for them not killing him. They head off to the area in which they suspect the Doctor to be. Come morning, the travellers are shocked to see a large city risen up across the jungle that they missed due to last night's darkness. They leave to investigate it. They have not gone far when they spy some Daleks heading right for them. The travellers run back into the cave and suggest ways of escaping their certain doom. Ian suggests that the Doctor try to convince the Daleks that he is the robot version, but Vicki and Barbara say that this is too risky. Ignoring their advice, the Doctor sneaks away in order to try this plan. The Daleks take positions and are ordered to take no prisoners. However it is unsuccessful, and the Daleks try to exterminate the Doctor. He dives back in the cave as the Daleks make directly towards them. In their panic they try to find somewhere in the cave where they can hide. They are shocked when one of the walls slides back to reveal a large multi-sided robot that calls itself a Mechonoid and bids them enter. The travellers have no choice but to accompany the robot. As the travellers escape into the lift, the Daleks enter the cave and find that their enemies have disappeared. They soon discover that they disappeared behind the hollow wall and begin the process of opening the lift door. Inside the lift, the Doctor tries to get information from the machine as to where they are going; however, it gives them none. The lift soon opens its doors and the travellers find themselves in the Mechonoid City. They are led to a large room, and the door behind them is closed and locked. Once in the room, they discover a dishevelled human survivor named Steven Taylor, who asks them who won the wars. In his period of solitary confinement, he appears to have gone slightly mad with only his "mascot" Hi-Fi, a small stuffed panda, for company. He is an astronaut from Earth who crash-landed on the planet two years earlier, and has been kept as a prisoner by the Mechonoids. He explains to them that about fifty years ago humans began a process of colonising the planet and that the robots were originally devised to clear the area. However, Earth got caught up in an interplanetary war and the planet was forgotten. Ever since the crash, he has been held captive by the robots because he did not know the proper computer access codes that would identify him as one of the now never coming colonists; they keep him in this room as a kind of experiment. The Daleks have opened the lift door and received a report from Skaro on the Mechonoids. They claim they have weapons and may damage them. Steven shows his guests round his cell and takes the Doctor and Ian to the top of the roof. When questioned as to why he has never escaped using the roof, he states that it is too high to survive the drop, being 1500 feet. He also shares an experience whereby he escaped once before and was nearly killed by the Fungoids; he was soon recaptured by the Mechonoids and returned to his cell. Ian and the Doctor examine the roof and find a large drum with cabling wrapped round it, deciding that this could be used as a way of scaling the roof of the building. Steven states that he has tried this before, but wasn't strong enough to pull the wire on his own, though it could work with all five of them. The Doctor is doubtful and goes to talk it through with the girls. However, his decision is made for him when the window onto the corridor is opened and he sees a Dalek exterminating a Mechonoid when it doesn't reveal where the travellers are. The humans all run up to the roof to escape; however, just before scaling to the roof, the Doctor leaves his device on the floor of the cell. As the Doctor escapes, two Daleks enter the room. Seeing that the humans have escaped to the roof, more Daleks are ordered to cut them off. One of the Daleks knocks the Doctor's weapon, which explodes instantly, immobilising the two Daleks and setting the building on fire. Atop the city, Ian and Steven are preparing the wire. However, Vicki is unsure as to whether she can do it due to her fear of heights. This phobia is so debilitating that at one point she faints. Much against her protests, she is blindfolded and tied to the wire whereby she is lowered down the side of the building. The smoke from the building begins to billow up out of the gap in the roof. Seeing this, Steven drops the wire in order to go back and save Hi-Fi. This causes Vicki to drop wildly until Ian and the Doctor catch the wire. Steven scales back down into the cell and begins to make his way through the building amidst a full out-and-out battle between the Daleks and the Mechonoids that seems fairly evenly pitted. Outside, the four travellers have all made it down the side of the building. They are unsure as to what to do about Steven when the cable starts to burn, leaving Steven trapped. As they flee back to the TARDIS, the city is consumed by flames and collapses. Steven, however, has survived the city's destruction and is stumbling around the forest, avoiding Fungoids and looking for the Doctor. En route to the TARDIS, the companions and the Doctor stumble across the Dalek time machine. They are reticent to explore, but Ian lightens the mood by imitating a Dalek. Vicki shows the Doctor round the machine while Ian and Barbara realise that the machine is fully functioning and could return them home. They rush in to explain this to the Doctor. The Doctor is initially flabbergasted at the humans' stupidity, refusing to even contemplate the idea due to its dangers. However, Vicki convinces the Doctor that it is only fair to allow them to try if they know the risks that they are undertaking. Reluctantly, the Doctor leads them back into the machine to explain what they need to do. The Dalek time machine materialises in a disused garage in London, 1965. Ian finds out the date from a car's tax disc; they are two years out but both are still happy to be home. Ian and Barbara activate the ship's auto-destruct mechanism on leaving, as the Doctor had instructed them to do. Ian and Barbara, while sad at having to leave the Doctor, enjoy being back at home again and go sight seeing where they visit Trafalgar Square and the Embankment and even encounter a police box; however, this time it's a real one. Ian and Barbara then catch a bus, where they discover that the fares have gone up during their absence. The bus conductor asks whether they've been on the Moon, and can't understand it when the pair start laughing at this comment. Back on the TARDIS, the Doctor and Vicki witness a conversation between Ian and Barbara on the Time-Space Visualiser, with a mixture of joy at their safe arrival and sadness for having lost them. The two depart in the TARDIS. A bored Vicki is moping around the TARDIS, clearly missing the company of Ian and Barbara. The Doctor offers to take Vicki back home if she is so unhappy, given he never really gave her much of a choice when they left Dido. This conversation is interrupted by a sound coming from the TARDIS' living quarters. Convinced it is a Dalek, the Doctor and Vicki prepare themselves for an attack. However, instead of a Dalek, a human form is revealed to the travellers — Steven Taylor, who collapses to the ground. As he is discovered, the TARDIS materialises on a rocky shore line. From atop a cliff, a monk looks down at the time machine, clearly paying it a lot of attention. Meanwhile, in the TARDIS, Vicki and the Doctor are helping Steven to recuperate. Steven explains that as the Mechonoid City collapsed, he escaped from the rubble and looked for the Doctor. He found his space ship and collapsed in it before the Doctor and his companions left the planet. As Steven starts to feel more normal, Vicki begins to explain that the TARDIS is a time machine — Steven is far from convinced and brands the TARDIS an IDBI — "I Don't Believe It". The Doctor asks Steven to put his doubts to one side and suggests that Vicki show Steven where to get washed and changed so they may go and explore. In the outside world two humans, dressed in tunics and living in primitive, tent-like structures, are interrupted when another of their party comes to inform them that a box has landed on the beach — thinking it washed up from a ship wreck. The two men go to explore it. The travellers have disembarked the TARDIS and are exploring their surroundings. Vicki discovers a Viking helmet that the Doctor dates to the tenth or eleventh century. He suspects this is where they have found themselves. Steven remains sceptical, saying that the helmet may have been left there as the plaything of a child. The Doctor and his friends decide to go exploring. The Doctor goes off alone, leaving Vicki and Steven to make their own way. As the travellers go along, the Monk sneaks from behind a rock and inspects the outside of the TARDIS, trying the door before moving on. He makes his way up the cliff and towards a monastery. Contemplatively, he enters and locks the door behind him. Soon singing starts. The two men who have gone to look for the TARDIS are disappointed to discover the ship is no longer there due to the high tide. They speculate that the waves have dashed the ship against the rocks. Later on that day, the Doctor is exploring the area. He stumbles across the homestead of the couple who went to look for the TARDIS. As he snoops around, looking for clues of the time he has landed in, he turns to have a stick pushed against his throat, forcing him to be still. The stick belongs to the wife of the house. She apologises for her rough behaviour, saying that you can't be too careful with strangers. She soon becomes very hospitable, offering the Doctor mead and chatting with him. From their conversation, the Doctor learns it is the summer of 1066, just before the Viking invasion that preceded the Battle of Hastings. Whilst the woman is fetching more mead the singing, which has continued throughout the conversation, distorts and warps as if it is created by an inhuman voice. The Doctor cross-examines the woman, guessing that the monastery has only just come back into use and no one has seen any of the monks. With this information he goes to explore the mysterious building. Elsewhere, Steven and Vicki are interrupted in their explorations by another figure. They hide in the undergrowth, waiting for the man to disappear, but he bends and seems to inspect something very closely. Worried that it might be something of theirs, Steven confronts the man, which ends in a scuffle. Steven is hit and the man escapes. Steven has got what the man was looking at. It is a modern-day watch. By this time the Doctor has found his way to the monastery. Little does he know he is expected by the monk, who unlocks the door for him. The Doctor moves through the building, following the singing. Finally he finds the source of the noise — a gramophone attached to a large amplifying device. The Doctor stops the record, but before he goes any further, bars crash down, trapping him in the room. The monk makes his way towards the Doctor, laughing manically. The Monk makes the Doctor breakfast with his toaster and electric griddle. He offers it to the Doctor, who petulantly rejects it, throwing what appears to be the contents of a washbasin into the Monk's face. Steven and Vicki have spent the night in a clearing. As Steven goes to fetch breakfast, leaving Vicki asleep, the two men who went in search of the TARDIS the previous day stumble across her. Vicki awakes before they can do anything. However, as Steven returns and the two make their way back to the TARDIS, the two friends are ambushed and taken back to the village. Elsewhere, the Monk is given food by women of the village, which he accepts gratefully. He goes off to wait on the cliff side. Soon, he sees a Viking longboat loom over the horizon, which delights him. When Steven and Vicki are taken to the Saxon village, an argument breaks out between the two men. They are Wulnoth and Eldred. Wulnoth is the headman of the village and wants to let the travellers go, whilst Eldred is convinced they are spies for the Vikings and should be kept. After a vociferous argument, Wulnorth's wife, Edith, the woman with whom the Doctor spoke the previous night, intervenes. Eventually it is decided the travellers may leave. Edith gives Vicki provisions for the trip and says the last she saw of the Doctor, he was heading off to explore the monastery. Vicki and Steven head off to join him. By this time the Vikings have made their way to dry land. The leader gives orders to three others, Sven, Ulf and Gunnar the Giant, to survey the land and sack the first village they come to for provisions. The two men make their way into the wilderness. Steven and Vicki have arrived at the monastery, only to be told by the Monk that he has seen no one out of the ordinary for the last few days. Steven presses him to go in and ask the other monks. While he is gone, Vicki and Steven become convinced the Monk is lying to them. They devise a plan to see if he really hasn't seen the Doctor. When the Monk reemerges to say the monks haven't seen him, Steven asks him to keep a look out and "remember the description I gave you." When the Monk retorts with a description of the Doctor, Steven and Vicki know he is lying; they did not give a description to the Monk. They propose to break into the monastery that night to free the Doctor. Late in the night, Wulnoth's village is sacked by the Vikings and Edith is wounded. When Wulnoth and Eldred return, they find her body. Eldred immediately suspects Steven and Vicki, but Edith struggles to say it was Vikings. Wulnoth and his men follow the Vikings' tracks and soon catch up with them. This leads to a mighty battle in which Eldred is wounded and Gunnar is killed. The two men make their way to the monastery for sanctuary. While this is happening, Steven and Vicki break into the monastery and look for the Doctor. As they explore, they discover the Monk's gramophone and suspect something is awry. The Monk sees them and silently stalks them through the monastery until the arrival of Wulnoth and Eldred at his door soon distracts him. He goes to let them in. As he does, Steven and Vicki arrive at the prison door and break in — only to find the Doctor gone, replaced with blankets to make it look like he is sleeping. Investigating how the Doctor might have disappeared, Steven and Vicki find a secret passage. They decide the Doctor has used it and elect to follow it. As they leave the cell, the Monk comes to check on the Doctor, only to find the door open and the secret passage breached. Before he has any time to explore further, he is called to the aid of the two Saxons. After his escape, the Doctor has found his way back to the Saxon village and the company of Edith. She tells him where his friends are. She also informs him of the Vikings' arrival. The Doctor decides the Monk and the Vikings must be linked somehow and he must face the Monk again. He reassures Edith that this is not the main invasion; he has knowledge of the Vikings from "the places I have visited". He is aware that they arrive at the Humber and are defeated, but as he leaves he says it is possible that the Monk's presence might affect this. Meanwhile, Steven and Vicki have emerged from the tunnel and cannot find the Doctor. They decide to go back to the TARDIS, hoping he has done likewise. At the monastery the Monk uses his knowledge of modern medicine to nurse Eldred back to health. Wulnoth insists that Eldred stay with the Monk until he is well. Reluctant to blow his cover, the Monk consents. In conversation with Eldred the Monk learns that from the looks of the Vikings the Saxons encountered, a full invasion may occur within three days. The Monk seems happy at this news, saying he is on schedule. Lurking in the undergrowth, the two remaining Vikings, Sven and Ulf, plan their next move. Sven is keen to continue with the mission and report back to their group. Ulf insists that the best thing to do is hide because they are vastly outnumbered by Saxons. At first Sven is hostile to this plan. He calls Ulf a coward and threatens to kill him, but soon he relents. They decide on the monastery as the safest place for sanctuary and head towards the building. In the solace of the monastery the Monk pores over a plan that reads: Points 1 to 3 are ticked on this plan, and the Monk ruminates that he must turn to the fourth point shortly. He is interrupted in his scheming by frantic knocking at the door. The Monk answers it only to find no one. As soon as the door is closed, the knocking resumes. Bemused, he goes out to explore, only to be met by the Doctor. The Doctor points a stick in the Monk's back, saying it is a rifle and he has come for answers. He leads a docile Monk into the monastery. Steven and Vicki arrive at the cliff edge, above where the TARDIS materialised. There is nothing but sea below. Vicki is left with two options: the TARDIS has been swept off to sea or the Doctor returned to it and left them behind. Steven suggests that they go back to the monastery to seek sanctuary and see if the Doctor is still there. As they make their way back, they come across the Monk's atomic cannon pointing out to sea. Seeing this as yet another sign of the Monk's curious place in history, they hurry back to the monastery to put a stop to whatever it is the man is up to. They sneak back in through the secret passage. Before the Doctor can interrogate the Monk, they are interrupted by more banging at the door. To avoid the Monk using the Doctor's more modern dress as a way of turning the visitors against him, he demands the Monk give him a spare Monk's cassock before they answer the door. The Monk relents. This plan backfires when the Doctor, now adorned in the garb of a monk, opens the door to the Vikings. They immediately take the Doctor hostage — their plan is to threaten the other monks to hide them away by threatening the "chief monk's" life. In the confusion the Monk slips away. The Doctor is put back in his original cell, where he is guarded by Sven whilst Ulf goes out to look for the other monks. The Monk sneaks up on Ulf and knocks him unconscious and ties him up. He then slips out of the monastery to visit the Saxon village. There he speaks to Wulnoth and informs him he is expecting a boat to arrive shortly with provisions for the monastery. He asks the village's support in setting the fires on the cliff and keeping them lit. Wulnoth agrees, but when the Monk leaves, Edith and he say it may have to do with the Viking invasion of which the Doctor spoke. Back at the monastery, Sven looks into the Doctor's cell and sees the door to the secret passage open. He runs in to investigate, only for the Doctor to emerge from behind the door and knock him unconscious. By this time the Monk has returned. He gloats to Ulf about how the beacons are to be lit and all he has to do is deal with the Doctor and his plan will come to fruition. The Monk turns to find the Doctor behind him with Sven's sword. This time he demands answers. Elsewhere in the monastery, Steven and Vicki look for the Doctor. They find a power cable emerging from a sarcophagus. They find doors in the side of the sarcophagus and open them. This leads to a TARDIS — the Monk's TARDIS. As Steven and Vicki search the Monk's TARDIS, the Doctor interrogates the Monk on his intentions in 1066. The Monk admits his plan is to destroy the Vikings to allow Harald Godwinson to take the throne. He believes this will aid humankind. The Monk tries to convince the Doctor that what he is doing is altruistic, but the Doctor refuses to agree and orders the Monk show him his TARDIS. Steven and Vicki have discovered a wealth of historical artefacts in the Monk's TARDIS and a journal. It records his meeting with Leonardo da Vinci to discuss powered flight and using time travel to collect a fortune in compound interest from a bank. They also find a crate of bazookas for the atomic cannons. Sven has regained consciousness after his attack by the Doctor. He goes in search of Ulf. Eldred spots them and runs off to warn the Saxon village that Vikings are in Britain. By this time the Doctor and the Monk have reached the Monk's TARDIS. They compare machines. The Doctor is critical of the Monk's TARDIS, even though his camouflage unit is functional and the machine is a newer model. The Doctor assumes the Monk is from the same planet as he is, but about fifty years in the future. As they enter the machine, the Doctor is reunited with his companions. The companions break the news to the Doctor that their TARDIS has been washed away by the tide, but he assures them the tide will have no effect on the ship's position. While they talk, the Monk escapes. Steven and Vicki chase after him, but the Monk has run straight into the Vikings. Thinking quickly, the Monk blames the Doctor, Vicki and Steven for the Vikings' mistreatment and the Vikings tie them up lest they cause more trouble. Back at the Saxon village, Wulnoth and Edith are holding a meeting of the Saxons. They suspect the Monk is a Viking spy. The meeting is gate-crashed by Eldred, who relates what he saw at the monastery. This confirms the Saxons' suspicions and they head for the monastery. Whilst Steven and Vicki try to get their heads around the details of time travel, the Monk is using the unwitting Vikings to sink their own ships. He claims the bazookas are charms to help the Viking ships sail to clear waters. They help the Monk carry these to the ship, but are interrupted by the horde of Saxons. The Vikings and the Monk escape, pursued by the Saxons. Edith stays behind to free the Doctor and his companions. She invites them back to the village for a celebration. The Doctor says they will attend, but he has a few matters to clear up at the monastery first. As they run through the woods, the Monk leads Ulf and Sven to a dead end. The Vikings are captured by the Saxons, who are led by Wulnoth; he has the pair killed in retaliation for their attack on Edith. The Monk escapes towards the monastery. Meanwhile, back in the Monk's TARDIS, the Doctor is tampering with the control panel. He carefully ties string around a device which he eventually yanks on after leaving the TARDIS. He gives this to Steven and leaves a note for the Monk. The Doctor and the companions head back to their own TARDIS. The Monk returns to the monastery and finds the letter. The Doctor has written that he is sorry he couldn't stay to say goodbye, but he suspects the Monk will be busy for the foreseeable future and explains that, in order to stop any more time meddling, he has tampered with the Monk's ship, and maybe he will return to free the Monk when he has learnt his lesson. The Monk is initially scornful, believing his more modern TARDIS is not susceptible to damage. However, when he tries to get back into the machine, he finds the Doctor has removed the dimensional control — the device that lets the TARDIS be bigger on the inside — and has caused the control room to shrink in size to match the outside, stranding the Monk in 1066. The First Doctor, Vicki and Steven Taylor arrive on an eerily silent planet. The Doctor evaluates the planet and discovers that it can sustain life, but it seems to have nothing living on it. This piques his curiosity, and he is keen to investigate this anomaly. Steven is more interested in finding somewhere to swim. Just before they exit the TARDIS the crew discover a small robot feeling its way around the ship before communicating with something else with a glowing antenna. Vicki christens the machines Chumblies. Once the Chumbley has left the TARDIS the Doctor and his companions go out and explore the planet. It has three suns and vegetation but, as yet, no sign of animals. Before they can get far, the Chumbley returns. It indicates to the Doctor and his friends that it wants them to follow it. Steven is wary. He tries to attack it. In a show of force, the machine produces a gun from its shell and sets fire to a plant. The Doctor and his companions are led away. They have not gotten far when a group of women lying in wait for the Chumbley throw a metal mesh on the machine and deactivate it. The women introduce themselves as Drahvins, from the planet Drahva in Galaxy 4. They say that the robots are controlled by a race called the Rill, who are not to be trusted. The Drahvins say that they will take the travellers back to their ship for safety and introduce them to their leader, Maaga. However when they try to remove the mesh they find it is attached magnetically to the Chumbley. Before they can make their escape, three more Chumblies appear and force the travellers and the Drahvins to flee. The new Chumblies remove the metal mesh from the prone Chumbley, which reactivates itself, and they head off in pursuit of the Doctor. The Doctor, his companions and the Drahvins make it to the Drahvin spaceship. There they are reprimanded by Maaga for the loss of the metal mesh. After Maaga has dismissed the Drahvins, she addresses the Doctor and his companions. She explains that the Drahvins are a powerful race of women warriors who use men only for hunting. They were exploring in this part of the galaxy when their ship was shot down by the Rill. They are desperate to get off the planet because the Rill have informed them that the planet will explode in fourteen days. Their plan is to capture the Rill ship and escape. Steven is suspicious of the Drahvin. It seems to be they who are in the wrong rather than the Rill. His position is strengthened when Maaga reveals that the Rill have offered help, but the Drahvin have refused for fear of being killed. This story is interrupted when Chumblies approach the ship. The Drahvin attack them, and the Chumblies deactivate briefly but then go on their way. Playing on the suspicions that Steven has roused in the Drahvin, the Doctor says that he is a scientist. He will learn if the planet is to explode in a fortnight and see if the Rill have been misleading the Drahvin. The Drahvin agree to this but demand one of the TARDIS crew stays with them. They insist that this is not a matter of hostages but to have fewer unaccompanied people wandering the planet. Vicki volunteers to stay and the Doctor reluctantly assents. When the Doctor and Steven arrive at the TARDIS, they find a Chumbley trying to break the TARDIS' force barrier. Steven and the Doctor hide until the Chumbley leaves. Back at the Drahvin ship, Maaga humiliates the other Drahvins for losing the metal mesh, blaming them for ruining the whole mission. After trying to break into the TARDIS the Chumbley gives up. The Doctor and Steven enter the TARDIS. Inside, the Doctor consults his astral map and finds the planet doesn't have a fortnight until its destruction. It has only two days! The Doctor and Steven decide they must leave immediately, save Vicki and warn the Drahvins. However, the Chumblies return, this time with heavy explosives. It does no damage to the TARDIS. After they leave, the Doctor and Steven race back to the Drahvin ship. In the Drahvin ship Vicki is fed up with the food and is worried about her friends. Maaga refuses to let her leave. When Steven and the Doctor get back to the Drahvin ship, Steven points out it is made of a metal that the Chumblies' ray can penetrate. The Doctor ponders why the Chumblies have not destroyed their "enemies". Inside the ship the Doctor hides the truth from the Drahvin and again tries to convince them to befriend the Rills and work together. Maaga rejects this again. She grows suspicious of the Doctor and pulls a gun on him. Under this threat the Doctor admits they have only two days. He offers to bargain with the Rill for a peace treaty. The Drahvin agree but retain Vicki as an insurance policy. Steven offers himself as a hostage. Vicki and the Doctor leave for the Rill ship. Steven tries to create disharmony between Maaga and her minions. Maaga overhears this. She tries to convince Steven to pilot the TARDIS with the Drahvin. Steven refuses, saying that even if he wanted to, he doesn't know how. He is left alone and falls asleep. Trapped by a Chumbley patrol the Doctor and Vicki are forced to "observe, note, collate and then conclude" their routine. Vicki decides to test a theory by throwing a stone behind the machine. The Doctor is annoyed but she states that she thinks the Chumblies can detect only what is in front of them. They conclude that they can follow one back to the Rill ship rather than wander aimlessly. Back at the Drahvin ship Maaga orders her minions to break into the Rill spaceship and wipe them out for their ship. By this time the Doctor and Vicki are at the Rill compound. It has a drilling rig and an air purifier. The Doctor is impressed with the Rills' handiwork. The Doctor and Vicki explore the compound cautiously. Vicki remarks that she can smell ammonia. The closer they get to the compound's centre, the stronger the smell. They arrive in what appears to be a repair shop for Chumblies. As they look around, a large, scaly creature appears at the window. Vicki screams. The Doctor and Vicki try to escape the Rill centre, but they are pursued by two Chumblies. They reach a dead-end, stopped by an iron gate. The Doctor decides the best way of disarming the Chumblies is by tinkering with the apparatus that converts the air into ammonia. He assumes the Chumblies need the ammonia. Whilst he wrecks the gas converter, the Chumblies catch up with them and indicate they want Vicki to come with them. The Doctor relents, saying it will give him time to vandalise the converter. Back at the Drahvin spaceship Maaga shares her frustration with the other Drahvin warriors. She says they are useless at strategy and all they are worried about is killing. If the Doctor and Vicki succeed, she will steal the Rill ship and leave the Rill and the humans on the planet to die. She orders the Drahvins to patrol the perimeter, leaving one to guard the sleeping Steven. She does not know Steven is awake the whole time and has been listening to her. At the Rill centre, the Chumbley prods Vicki to the window where the creature appears. A voice comes from the Chumbley, telling her that the Rill control the Chumblies. At first they are hostile to Vicki. However, they learn the Drahvin have been lying to her and tell her the real story. The two spaceships met above the planet in a stand off that lasted four days. Finally, the Rill tried to leave but the Drahvin ship fired on them. The Rill ship returned fire and both ships crashed. The Rill tried to speak with the Drahvins. They found an injured Drahvin, whom they tried to help, but Maaga found them and chased them off with a gun. She killed the wounded Drahvin warrior and blamed the Rills. Vicki realises the Rill are not the enemy. If they cannot bear the planet's atmosphere, the Doctor's tinkering will kill them. She runs to stop him from destroying the gas converter. At the Drahvin ship Steven slowly raises himself silently from his bed. He sneaks up to the guard and renders her unconscious. He takes her gun and tries to leave the ship. However, as he goes Maaga comes up behind him. He finds himself facing a Chumbley. He tries to turn back but the Drahvins are pointing their guns at him. He is trapped in the airlock between the ship and the outside. Maaga gives him an ultimatum. He can surrender his gun and return to the ship, face the Chumbley or suffocate as she drains the air from the air lock. Steven is left to think as the air leaves the room. Vicki gets to the Doctor before he can break the system. Vicki explains the situation to him and they both go to the Rill. The Doctor tells them their escape is at risk. The planet will explode before they expect. Although the Rill ship is fixed they don't have enough fuel. The Doctor says he can help them with metal cord cable and a sort of jump lead that he has in his TARDIS. The Rills are happy to hear this, but the Chumbley outside the Drahvin spaceship tells them Steven is in danger. The Doctor and Vicki rush to his aid with two Chumblies. They are stopped by a Drahvin warrior who thinks that the Doctor has betrayed them. Vicki tries to convince the warrior that the Chumblies are under their control. The warrior tries to shoot the Chumbley, but Vicki disarms her. The Drahvin begs to be killed for her failure. The Doctor says no one will be dying on this planet any time soon. At the spaceship Steven decides he would rather face the Chumbley than return to the Drahvins. He tries the door but it cannot be opened. Steven struggles for breath. There is no time to spare. A Chumbley shoots an ammonia bomb into the Drahvin spaceship and fires its weapon at the airlock, freeing Steven. The Drahvins flee and are met by a horde of Chumblies. The Rill tell them for all these years they have been pacifist in their dealings with the Drahvin. Now that they have threatened to kill Steven, they will be killed in return. The Rill order the Drahvin back into their ship. If they are seen on the planet's surface again they will be killed. Inside the ship Maaga blames the Drahvin who was on patrol for their predicament. She will pay the ultimate price when they have more time. Maaga lays out her plan to destroy the Rill ship. In the Rill ship the Doctor puts the finishing touches to his plan to give a jump start to the ship's engine with his TARDIS. He leaves Steven to recover in the Rill centre whilst he and Vicki return to the TARDIS to link it to the Rill ship's engine. Alone with the Rill, Steven expresses his doubts of the benevolence of the Rills. He suspects that if the Doctor cannot fix their ship the Rill will not let them go. The Rill say they would let the Doctor go. They have no knowledge of conflict and would rather have a life saved than kill someone for no reason. Steven apologises for his scepticism. On the other side of the planet one of the Drahvin sneaks up behind the Chumbley guard and destroys it. The Rill are told the Doctor has hooked up his TARDIS. Steven is nervous. He is sure the ship will not be powered up in time. The Doctor and the Rill assure him they can complete the process before the planet explodes. A Drahvin bursts into the Rill centre. Before she can do any damage, a Chumbley paralyses her. In the aftermath Steven and Vicki look for the Doctor. They find him in the section of the Rill centre with the Rill, where they were not allowed before. The Doctor invites them in, and the Rill gives them permission to enter. At first shocked at their ugliness, the humans come to an understanding with the Rill. They bid each other farewell. Meanwhile, the Drahvins wait outside the Rill camp. They fight off an army of Chumblies to get close to the Rill ship. They find that their weapons are useless and decide to rush the ship. With the ship ready for flight, the Rill sends a Chumbley to escort the Doctor and his companions to the TARDIS. The TARDIS travellers watch as the Rill ship flies off. Nearby, the Drahvins despair as their chance of salvation disappears into orbit. Maaga catches sight of the Doctor and his companions. The Drahvin pursue them to hijack the TARDIS, but it dematerialises before the Drahvin reach their door. Seconds later the planet explodes, destroying the Drahvin soldiers and Maaga. Back on their travels, the Doctor and his companions lament that they have had precious little time for peace and quiet recently. Vicki looks at a planet below and wonders what might be going on there. On that planet, unbeknownst to the travellers, an astronaut has awakened in a dense jungle, remembering only that he "must kill". A man, Jeff Garvey, is lying on the ground in the jungle on Kembel. He wakes and sits up. His face twists in agony. When the pain passes he stands. He starts repeating, "Kill! Kill!" Meanwhile, two men named Marc Cory and Gordon Lowery are trying to repair their ship from UN Deep Space Force Group 1 with little success. The two men are very hostile to one another, mainly because Lowery wonders why Cory landed on Kembel in the first place due to the fact that it is one of the most hostile planets in the galaxy. They speculate where the third member of their crew, Garvey, has gone. Little do they know that Garvey is hiding in the undergrowth watching them. When Cory goes into the ship for more tools, Garvey sneaks up behind Lowery, drawing his gun. Just before Garvey shoots, Cory returns and shoots Garvey dead. Lowery is initially shocked at Cory's act, but Cory shows Lowery a long thorn from behind Garvey's ear. Cory explains that it is a Varga thorn, one sting from which can render the victim into a homicidal killing machine. Cory and Lowery go into the spaceship, leaving Garvey's body. Once inside the ship, Cory reveals to Lowery that he is an agent from the Space Security Service and possesses a licence to kill. He explains they are all there on a mission to stop the Daleks. Lowery states that he is confused due to the fact that the Daleks have not been heard from for a thousand years. Cory reveals that the Daleks have started to seize planets in different galaxies and that a Dalek spaceship has recently been spotted in the Solar System. Cory also informs Lowery that Varga plants are indigenous to the Dalek's home planet Skaro, so he believes that it is proof positive that the Daleks have established a base on this planet. Outside the ship Garvey's hand begins to twitch and hair starts to grow over his body, as well as Varga thorns; he is becoming a Varga plant. In the Dalek city on Kembel, the Dalek Supreme waits to be updated on the latest developments. He is told that the representatives from the seven planets will arrive soon and their meeting can start. The Dalek Supreme then sends out a troop of Daleks to destroy the human ship. After reaching the conclusion that they will not fix the ship on time, especially now they suspect that the Daleks will be aware of their location, Cory takes drastic measures. He plans to use a small rocket containing a recorded message to report their position to any rescue vessels. They leave the ship only to see a large group of Varga plants slowly descending upon them. As they have this conversation the two men see a large spaceship looming above them. They realise it is nothing that can be seen in the Solar System and decide it must be something hostile. As they start to prepare the message, the Varga plants are the least of their worries — some Daleks start to descend upon them. Unseen, the men hide in the underbrush and watch as the Daleks destroy their ship completely. The two men slink away with their small rocket and their recording device, but as they do Lowery slips and his hand is impaled on a Varga thorn. In the Dalek city, the representatives from the seven galaxies have gathered in a conference room. They are worried about the humans; they consider them hostile, but the Daleks assure them that the humans will be dealt with. The meeting is held and the seven delegates all agree to join forces in an alliance with the Daleks. The Daleks lay out the plan for seizing the Solar System by attacking Mars, Venus, Jupiter, the Moon Colonies and, firstly, Earth. Lowery is in pain and is still trying to suck the Varga poison from his hand. He realises that Varga spines are growing all over his body and quickly covers them when he hears Cory returning. Cory has heard what the Daleks said on the loudspeaker and knows of the plan to conquer the Solar System. When he realises that Lowery is becoming a Varga plant, he kills Lowery. He then picks up the rescue beacon and starts recording his message. However, as he is hastily recording a new message to reflect the new information, some Daleks advance upon him and exterminate him. As he lies dead, the Daleks leave, chanting, "Victory". However, both the beacon and the message survive on the planet's surface unscathed. Outside Troy, two warriors, who reveal themselves to be Achilles and Hector, are engaged in a long fight. The warriors are so engaged in their battle that they fail to notice the TARDIS materialise behind them. For a protracted length of time, the Doctor and his companions observe the fight between the two men. Eventually, the Doctor decides to intervene. As he emerges from the TARDIS, he distracts Hector. Achilles uses this opportunity to kill Hector, much to the Doctor's anger. Achilles immediately assumes the Doctor is Zeus, citing his sudden appearance coupled with the fact that his presence seemingly aided him in killing his foe as proof positive. The Doctor plays along with this assumption to make Achilles feel guilty about slaying Hector. The Doctor tries to return to the TARDIS, which he refers to as his "temple", but Achilles pleads for the Doctor to stay in order to help them seek victory over the Trojans. While they are having this discussion, the Doctor and Achilles are interrupted by Odysseus. Achilles tells Odysseus that he killed Hector, but Odysseus is disbelieving. Achilles tells Odysseus to ask Zeus if he doesn't believe him. Odysseus pours scorn on Achilles' claim that the Doctor is Zeus and marches the Doctor back to camp, claiming that he is a spy. Meanwhile in the TARDIS, Vicki and Steven have watched the Doctor being led away. Vicki's ankle is still injured, so Steven ventures out alone to help the Doctor. At the Grecian camp, Agamemnon and Menelaus are arguing about the cause of the war. Agamemnon states that if Menelaus had kept control of his wife or fought Paris, none of this would have happened. This discussion is interrupted by Achilles, who has beaten Odysseus to the camp and informs Agamemnon of his story. Agamemnon is doubtful. Soon, Odysseus arrives with the Doctor. Odysseus mocks the Doctor openly in front of all the men and claims that he is a spy. The Doctor tries to prove that he has omnipotent powers by using his knowledge of history. He tells Agamemnon that his wife is unfaithful to him, but Odysseus claims that everyone in the camp knows this. Agamemnon is unsure what to do. He cannot kill him if he is Zeus, but he cannot let him walk free if he is a spy. He decides to imprison the Doctor until such a time as a better decision can be made. Outside the camp, Steven is in the undergrowth, sneaking past guards to try to track the Doctor down. Little does he know he is being followed by a one-eyed man. This one-eyed man, Cyclops, is in the pay of Odysseus and runs to his master to inform him of Steven's presence. Odysseus tracks Steven down and captures him. Steven claims he is a traveller, but Odysseus suspects he has something to do with the Doctor and plans on using him as a way of forcing the Doctor to reveal his true identity. Once inside the tent, Odysseus claims that Steven is a spy and asks the Doctor if he has ever seen him before. The Doctor says that he hasn't but knows, using his godly powers, that Steven is a traveller headed to visit his father. Agamemnon is not sure who to believe, but one thing is certain: no spy can be allowed to live. He asks the Doctor's advice. The Doctor says that Steven should be killed but only by the hands of Zeus tomorrow at his temple. A complication arises when Odysseus reveals that "Zeus' temple" has disappeared. The next morning, the Doctor and Steven go to the plains with the Greeks to find out what happened. The TARDIS has indeed disappeared, but tracks lead off in the direction of Troy. Odysseus claims that this is the final proof that the men are spies. Menelaus calls upon the Doctor to sacrifice Steven as he had planned; the Doctor's protestations that he can only do it in his temple fall on deaf ears. Out of options, the Doctor finally confesses that he is not Zeus and that Steven and he are friends. Menelaus is furious at the Doctor's lies and leaves him to the mercy of Odysseus. Abandoning all pretence, the Doctor tells Odysseus the truth about how they arrived in Greece. In the city of Troy, a crowd is gathering around the TARDIS which has been brought into the city centre by Paris. Priam asks his son why he is bringing back trinkets rather than seeking vengeance upon the man who killed his brother Hector. Paris tries to convince his father that his spoil of war is an important acquisition, but his case is not helped when his sister, the prophetess Cassandra, says that she has dreamed of a ploy devised by the Greeks whereby they seize Troy by hiding in a vessel which is willingly brought inside the city walls. It is decided that the TARDIS must be sacrificed to the gods by burning it. Inside the TARDIS, Vicki is watching this scene unfold and is terrified to hear that her life is in imminent danger. By this time, the Doctor and Steven have fully explained how they arrived in Greece. Initially Odysseus is furious, but he soon reasons that their story is too outlandish to be a lie. He puts the veracity of the story to the test by demanding that they use their knowledge of the future to help the Greeks infiltrate the city walls and seize Troy. Faced with very little choice, the Doctor and Steven consent. Back in Troy, an altar has been placed around the TARDIS in preparation for its sacrifice. Just before the TARDIS is incinerated, Paris protests. Possessive over his find, he suggests that the gods may not want such an item sacrificed. Cassandra asks the gods to give them a sign if this is the case. Seizing this opportunity, Vicki exits the TARDIS, much to the surprise of the gathered Trojans. After questioning, Vicki states that she is from the future. The Trojans take this to mean that she is a prophet too, which annoys Cassandra. However, Vicki insists that she is literally from the future. Priam seems very fond of Vicki, whom he renames Cressida because Vicki doesn't sound like a very Trojan name. Troilus and Paris also seem fond of Vicki, but their feelings are of a more amorous nature. Paris tries to engage Vicki in conversation, but he is interrupted by Priam. Priam demands that he leave the city and fight Achilles, a task which he does not look forward to with any considerable relish. Priam and Vicki go into the palace to discuss her knowledge of the future. Meanwhile at the Greek camp, the Doctor and Steven are discussing ideas that they can offer to Odysseus for infiltrating the walls of Troy. Steven suggests the Trojan horse, but the Doctor rejects the idea. He claims that the horse is a ludicrous myth probably invented by Homer as a literary trope. Odysseus interrupts them to ask if they have concocted a plan yet; the Doctor replies in the negative. The Doctor presents Odysseus with some demands of his own: he will only help Odysseus if he can ensure that Vicki is safely carried away from Troy when the Greeks attack. Odysseus says that he cannot guarantee such protection due to the chaos of war. Steven suggests that he make the attempt to save Vicki himself. He proposes to disguise himself as a Greek soldier and allow himself to be seized as a prisoner of war by the Trojans. They will take him into Troy and, once inside, he will find a way to liberate Vicki. Odysseus admires Steven's bravery and gives him the uniform of Diomedes, a friend of Odysseus who had died the previous day. Steven thanks him and leaves. The Doctor asks Odysseus if he has ever considered flying machines as a means of gaining access to Troy. Outside the city of Troy, Paris is calling for Achilles to come and fight. However, his "calls" are practically whispers as he desperately hopes that the famous warrior will not hear him; he knows he stands no chance against Achilles and dreads fighting him, but he must at least go through the motions of challenging him to maintain his honour. Much to his terror, his calls are answered by a man in a Greek uniforming claiming to be Achilles. However, Paris soon sees that the man is not Achilles and demands to know his true identity. It is actually Steven, but he tells Paris that he is Diomedes and has been sent on behalf of Achilles to fight him. Paris tries to wheedle his way out of the fight, but Steven is insistent. The two men fight until it looks like Paris is about to win. At that point, Steven yields the fight and admits that he has been thoroughly beaten by Paris. Playing up to Paris' ego, Steven says that he should have listened to everyone in the Greek camp who told him that Paris was a mighty warrior who couldn't be beaten. Paris excitedly asks if that is truly what the Greeks think of him. Steven confirms that it is, adding that he will tell anyone he sees of Paris' formidable skills from then on. Seeing an opportunity to improve his reputation in the Trojan camp as well as a way of further avoiding Achilles, Paris takes Steven into Troy. In the palace at Troy, Vicki and Priam are enjoying a luxurious meal. Vicki inquires as to how he gets such succulent food; Priam responds that his cavalry often finds ways of bypassing the Greek siege. Vicki seems surprised that cavalries exist in ancient times. Priam states that horses are very important to the Trojans and have a religious significance. Vicki begins to talk about the Trojan horse, but they are interrupted by Paris, who is boasting of his prisoner. Priam is angered by Paris' invasion of his privacy as well as his allowance of a prisoner into the palace, but Paris insists that the prisoner must be seen. When Steven is brought in, both he and Vicki are so surprised to see each other that they say each other's names. Cassandra, who has been lurking in the background, takes the fact that Steven is dressed in the guise of a Greek soldier as proof that Vicki is a spy for the Greeks. She calls in the guards and commands them to kill Vicki and Steven instantly. Paris intervenes to save Steven and Vicki, stating that Steven is Diomedes and should be kept as a prisoner of war. Cassandra continues arguing with Paris. However, Priam is impressed by Paris' sudden show of strength. He sides with his son on the proviso that Vicki prove herself to be either a time traveller, as she claims, or a goddess, as some believe her to be, by changing the course of the war either through gained knowledge or through divine intervention. Vicki is given one day to prove herself or face death. Back at the Greek camp, Odysseus is putting pressure on the Doctor to formulate a plan to infiltrate Troy. Desperate, the Doctor proposes his theory of flying machines, modelling his idea on a paper aeroplane that could be jettisoned with the help of a catapult. Odysseus is intrigued by this idea and informs the Doctor that he will be first to try this machine out. As a result, the Doctor is considerably less keen on constructing his invention. Whilst explaining the idea to Menelaus, Odysseus decides that the Doctor should join them. The Doctor is reluctant but has little choice. In the cells of Priam's palace, Steven informs Vicki of the situation in which the Doctor has found himself at the Greek camp. Vicki becomes all too aware that she and the Doctor are now both employed by rival factions of the Trojan war; both have one day to help their respective sides succeed or face death. Their conversation is interrupted by Cyclops, who is standing at the prison bars. Cyclops is given a message for the Doctor. It asks the Doctor to delay an attack for two days so they are not killed. Their conversation is interrupted also, this time by Troilus, who has come to visit Vicki. The pair flirt. Troilus explains that he is disenchanted with the world of war and wishes to have a life of adventure rather than bloodshed. When Troilus leaves, Steven teases Vicki for flirting, but encourages her to use her relationship with Troilus to their advantage later on if need be. He adds that hopefully, Cyclops will get his message to the Doctor and render such tactics unnecessary. At the Greek camp, Odysseus has rallied his men round to create the Doctor's flying machine. Ironically, the Doctor now tries to convince him that it is not a feasible invention as he fears for his own life. Grasping for any alternative, he pitches the Trojan Horse to Odysseus, who immediately takes up the idea and orders his men to begin its construction. On the outskirts of Troy, two guards are startled by Cyclops. One of them tries to stop him. Cyclops turns and runs, but he is struck dead by the other guard's arrow. Meanwhile the Doctor, Odysseus, and his men have gotten inside the Trojan horse. The Doctor is now very uncertain about his plan and tries to find an excuse to escape, but Odysseus does not relent. Soon they hear sounds from outside and see the Trojans start to congregate around the horse. The following morning, Vicki is awakened by a jubilant Troilus. He explains that the war has come to an end and that the Greeks have sailed for home. Priam is hailing this as divine intervention on Vicki's behalf and has declared that her imprisonment is at an end. While Vicki is freed, Steven is left to languish. Not everyone believes that Vicki is the bringer of peace, however. On being received in the palace, Vicki is met by further hostility and scepticism by Cassandra. Cassandra warns Priam about Vicki, but he pays her no heed. Instead, he continues to celebrate, becoming even more joyful when Paris returns from the plains with good news: he believes that he has found the mythical Horse of Asia in the plains and he has had it brought into Troy. Everyone goes to the window to see the sight of the horse just outside Priam's palace. Cassandra continues to rant and rave, saying that the horse is a sign of oncoming doom. Priam and Paris vehemently disagree, and the three begin arguing. Vicki slips away whilst they are distracted. Once they realise that she is gone, they assume she has gone down into the square to see the horse close up. Priam sends Paris out to get her. Cassandra lacks confidence in her brother's ability and sends a handmaiden by the name of Katarina to seek her out. Unbeknownst to any of the Trojans, Vicki slips down to the dungeon and releases Steven. Inside the horse, the Doctor and Odysseus continue to argue. The Doctor is looking for any excuse possible to exit the horse early and not get involved in the melee that will ensue, but Odysseus threatens to kill him if he tries to escape. This silences the Doctor. Odysseus begins to show his ruthless side, declaring that he does not care if Menelaus and Agamemnon die as it will only mean more booty for him when Troy is sacked. Steven and Vicki are in the main square of Troy. They are trying to avoid capture by the Trojans whilst also thinking of a way to reunite with the Doctor. Vicki sees Katarina looking for her amongst the crowd and Steven suggests they split up. Before leaving her, he warns Vicki that if she cares for Troilus, she needs to ensure that he leaves the city before nightfall. Once on her own, Vicki is soon caught by the Trojans. Cassandra accuses Vicki of releasing Steven, a charge she denies. It is decided that Katarina will escort Vicki. Vicki and Katarina retreat to the palace where, eventually, Troilus comes to Vicki. Vicki convinces a reluctant Troilus to leave the city and search for Diomedes, protecting him from the Greek onslaught. Night falls and the Greeks in the horse climb out. The rest of the Greek army masses outside of Troy's walls, waiting for the infiltrators to let them in. As morning dawns, Troilus is searching for Diomedes, oblivious to his city's impending destruction. He comes across Achilles and challenges him to a fight. Achilles reluctantly engages in combat with him, and is slain. Meanwhile, the Greeks are in the midst of sacking Troy. Cassandra reminds Priam and Paris that this is the fate she had prophesied. They are soon caught by Odysseus, who slays Priam and Paris and drags Cassandra away as a prisoner of war. The Doctor slips away during the melee. Amidst the chaos, Vicki has convinced Katarina to take her side. She tells her to uncover Steven from his hiding place inside one of the temples. Whilst Katarina is gone, the Doctor is reunited with Vicki. Steven is discovered in his hiding place by a Trojan warrior. The two men fight and Steven is victorious. However, he is wounded badly. Katarina finds him and brings him back to the palace. Once reunited with the Doctor, they go into the TARDIS, but Vicki does not join them. Before the Doctor enters the TARDIS, he is confronted by Odysseus. The Doctor runs into the TARDIS which soon disappears, leaving Odysseus wondering if the Doctor really was Zeus after all. Out on the plains, Troilus is looking upon the destruction of his native city. He wonders if Cressida has betrayed them and caused his city's doom. Whilst engaging in his dark speculations, he sees Vicki coming to join him. She perfunctorily explains that Diomedes is safe and that her friends have left her to go back to where they came from. However, she has elected to stay with Troilus. Troilus is initially disconsolate at the loss of his city, but the two soon declare their love. Moments later, Troilus' cousin Aeneas arrives with reinforcements, and Vicki says that this is how it is meant to be: they will rebuild Troy together. Aboard the TARDIS, Steven is hallucinating and is very unwell. He is worried about Vicki. The Doctor explains that she asked to stay with Troilus in Greece. Steven loses consciousness. Katarina, however, believes that the Doctor is Zeus, the TARDIS is a state of limbo, and that they are all already dead. The Doctor assures her that this is not the case. His attention turns to Steven. The Doctor knows they need the right medication to save Steven and hopes their next landing will provide it. The Doctor's TARDIS arrives on the planet Kembel in hope that the Doctor will be able to find medicine to cure Steven's blood poisoning. He leaves the TARDIS to seek out civilisation, leaving Steven with the Trojan servant girl Katarina. Having arrived before them, two Space Agents, Bret Vyon and the injured Kert Gantry, are also on the planet, trying to find out what happened to their agent, Marc Cory; however, they have been waylaid by an, as of yet, unidentified enemy. They are trying to contact Earth, but their attempts to contact them are fruitless. On Earth at the Space Security Service headquarters, Roald and Lizan are watching the broadcast of Mavic Chen, Guardian of the Solar System, who is explaining to the universe that he is going to go on holiday to get away from the hassle of being a space politician, but preaches a message of peace and harmony — celebrating 25 years since the last war in the universe. Eventually giving up on reaching Earth, Gantry tells Vyon to go on without him, as he will slow Vyon down. Seconds after Vyon leaves, a Dalek finds Gantry and kills him. In the undergrowth, Vyon trips and breaks the transmitter, leaving him desperate, stranded, and alone. It is at this point the TARDIS materalises directly in front of him. Vyon waits in the bushes and sees the Doctor emerge from the TARDIS. Vyon sneaks after the Doctor and takes the key from him at gunpoint before knocking him out. On returning to the TARDIS, Vyon demands that Katarina take him off the planet, but Katarina barely understands what's going on, much less how to work the ship. In his desperation to try to get the TARDIS working, he switches on the scanner revealing to Steven, who has just come to, a very irate looking Doctor. Steven briefly gathers his strength and knocks Vyon out. The Doctor returns and places Vyon in a restraining chair, then goes back outside. Meanwhile, the Daleks are preparing for the arrival of Spaceship 1-11 with a great deal of pomp and ceremony. Emerging from the TARDIS, the Doctor hears the oncoming spaceship and begins to make his way towards its point of destination — curious as to whether it will have medicine for Steven. Back on the TARDIS, Vyon convinces an untrusting Katarina that he is of no harm to them and his violence towards the Doctor was only borne out of desperation. He tells Katarina that he has medicine for Steven in his bag. She gives Steven the medicine and he seems to rally. By this time the Doctor has arrived at the landing pad just as Spaceship 1-11 lands. Chen emerges from the spaceship and is met by the Daleks. The Doctor is horrified to see his foes again and hurries off before Chen subjugates himself to the Daleks — wishing them success and help with the plans for annihilation of the universe. By the time the Doctor returns to the TARDIS he sees the door wide open and Daleks milling around preparing to board his machine. Outside the TARDIS, the Doctor overhears the Daleks' plans for his spaceship. The two Daleks refer to the imminent beginning of Operation Inferno. The Doctor slinks off into the jungle leaving the two Daleks guarding his ship. Inside the Dalek city, Chen meets the ruler of the Fifth Galaxy, Zephon. Zephon and Chen, although having never met before, seem to be at political loggerheads. Zephon appears to be somewhat intimidated by the Daleks drafting in Chen to their alliance. During their confrontation Chen mentions how the temptation to rule over larger swathes of the universe than just the Solar System tempted him to join forces with the Daleks. The Daleks overhear this and note the human's grand aspirations. The Dalek Supreme explains that as soon as Chen has served his purpose he will be disposed of "like the rest of them." Whilst roaming the jungle the Doctor stumbles across Steven and Katarina. Katarina explains how Bret helped them out of the TARDIS as soon as the Daleks were seen in the distance, therefore saving their lives. While the companions speak, Bret is elsewhere in the jungle, where he observes the Daleks using their "pyro-flames" in order to torch the jungle. Bret goes back to warn the others, wherein an argument soon breaks out. The Doctor wants to go back to the TARDIS, but Steven argues that this is playing into the Daleks' hands. Bret weighs in angrily only for the Doctor to react with hostility towards him. The decision is made to move towards the Dalek city so as to be safe from incineration. Back in the Dalek city, Chen and Zephon watch the jungle burn. Chen goes to the meeting, but Zephon refuses to go with him, saying that he will go when he feels like it. This is clearly in order to show off to Chen the power he holds amongst the Daleks. Outside the Dalek city, the Doctor and his companions reach the landing strip for the visiting dignitaries. Bret notices Chen's spaceship and is shocked that their leader would be embroiled with the Daleks. The Doctor sees this as a positive thing and says that Bret can hijack the ship and warn Earth of the Daleks' oncoming invasion personally. While they are talking, Zephon approaches them but does not see them. Thinking quickly, Bret grabs Zephon from behind and immobilises him. It is decided that the Doctor will wear Zephon's robe and attend the Dalek meeting to ascertain the Dalek master plan while Bret goes on to hijack the ship. The Doctor takes Bret to one side and says that if he hasn't returned by the time the ship is ready, they should go on without him. Before leaving, the Doctor gives Bret a small reel of tape that he found earlier in the jungle, saying that it may be of use later. The Daleks have noticed Zephon's absence and they, as well as the other dignitaries, are annoyed with the leader. The Daleks fan out to look for him and soon find the Doctor in disguise as Zephon and escort him towards the meeting. Arriving at the meeting, the other leaders express irritation at the tardiness of "Zephon". The meeting begins, and the Dalek Supreme reports their ultimate weapon, the Time Destructor, is now complete. Chen reveals he has procured a sample of the extremely rare element taranium, necessary to operate the Time Destructor. Whilst this meeting is taking place, the Doctor's companions take over Chen's ship with very little resistance and leave the fleet on the landing bay, but as they do Zephon regains consciousness and raises the alarm. The Dalek meeting breaks up in panic. Amongst the chaos the Doctor steals the taranium, only to be confronted by Zephon. With no other choice to evade capture, Bret begins to prepare the ship for departure despite the pleas of Steven and Katarina. The Doctor gets to Chen's Spar, the type of ship Bret has hijacked, just in time for take-off, with the Doctor in possession of the Dalek's taranium. The Daleks do not want to destroy Chen's spar because they need the taranium for their weapon, so they decide to employ a randomiser, a means of externally controlling a ship, and a pursuit team to try to regain their taranium. Zephon tries to place Chen in the middle of a conspiracy, saying that, due to the fact the assailants are humanoid and must come from the Solar System, it means they must be in cahoots with Chen. Chen turns this back on Zephon and says that Zephon was absent at the time of the theft. The Daleks agree, concluding that Zephon is the one who's responsible. Zephon tells the Daleks that two of the other leaders will also leave if he does. Finally, Zephon announces that he is leaving the alliance. He does not get the chance — a Dalek kills him. On course for Earth, the Doctor asks Bret for the tape he found while in the jungle. The group plays it back. It turns out to be from Agent Cory, whose brief statements confirm what they already know — Earth and the Solar System are doomed. Bret discusses what he should do with this information, speculating that if Chen is involved any number of political figures could also be. As they near the prison planet Desperus — where convicts are simply left, without any guards or means of escape — the Daleks use the randomiser to disable the controls of the spar and eventually force land it on Desperus with the Dalek ship in hot pursuit. The spar crashes on the planet, causing minor damage to the ship. This disturbs three of the convicts who call Desperus home: the leader, Borg, his lackey, Garge and a weak and subservient member of the group, Kirksen. The trio decide to hijack the ship and escape from the planet. Realising that the impact should have totally destroyed the spar, the four conclude the Daleks want them alive, and Bret and Steven set about repairing the ship. Katarina and the Doctor notice the three convicts approaching the ship and begin to defend themselves by placing a live wire within the swamp in which they have landed. Sure enough, the convicts attempt to board the ship, and Borg and Garge are shocked unconscious. Just after this Bret and Steven fix the ship and take off. The Dalek pursuit ship lands heavily, allowing the Doctor and his companions a further head start. In his haste earlier, the Doctor realises he hadn't closed the airlock door of the spar and sends Katarina to do so. As she does, Kirksen, who has stowed aboard, holds her at knifepoint. Kirksen threatens to kill Katarina unless the travellers take him to the nearest planet — Kembel. The group try to argue that this is a hostile planet populated by Daleks but Kirksen is insistent. The group seemingly concur with the convict's wishes, but just pretend to readjust the controls. Back on Kembel the pursuit fleet has fixed their ship and report back to the Dalek city for orders — they are told that the spar is headed for Earth where Chen can intercept it and that they are to return to Kembel. The Dalek Supreme gives orders for the pursuit fleet to be killed for their failure. In order to stop the impasse between Kirksen and Katarina, Bret tilts the spar in such a way that the hostage and the hostage taker are knocked into the airlock. Steven and the Doctor attempt a mediation but Katarina opens the airlock, blowing herself and Kirksen into space. Stunned, Steven suggests that she must have done it accidentally, but the Doctor thinks it was deliberate in order to allow the Doctor and his companions to return to Earth and warn of the coming invasion. Back on Kembel the Daleks are upbraided by another representative from the largest galaxy of their alliance, Trantis. Trantis is worried about the trust that the Daleks have placed in Chen. The Daleks are insistent that their way is correct. Back on the spar the Doctor and his companions are in a quandary as to where to land the vehicle — knowing that if they land it anywhere public they will be accosted. Bret says he will land it at an experimental station just outside the Central City in order to evade detection. There he will contact his friend, Daxtar, who will help them. On leaving the ship, unbeknownst to the travellers, they are spied on by a woman. In the Central City, Chen is being briefed on the traitors that stole his spar. He is told by Lizan, one of his security team, that the identities of the traitors are Bret Vyon and Kurt Gantry. He orders their assassination on sight. When left alone, Chen conspires with the head of his security service Karlton on his worries with regard to the taranium. He also informs Karlton that he is worried that if he hampers the Daleks' plans, Trantis will usurp his power in the alliance. Karlton informs him he needn't worry in that regard as he has assigned Sara Kingdom, the toughest security agent they have, on the case. When Sara reports to Chen, she informs him she saw Bret with two unidentified men. Chen sends her back to kill them and take the taranium back. The Doctor is growing impatient waiting for Daxtar to arrive, but when he does they unburden their story to him. Daxtar responds to this by saying that they should immediately return to the Central City and alert the forces and return the taranium. The Doctor explains to Bret that he never mentioned taranium to Daxtar and he must be a traitor to have that information. Furious at this betrayal, Bret kills Daxtar. The Doctor berates Bret for his speed to kill, explaining the information they could have learnt would have been far more useful. The Doctor and his companions decide what to do. Bret suggests that he should infiltrate the security service and alert the authorities himself rather than risk further betrayals. As the travellers set off to do this, Sara enters and holds the men at gun point. Bret manages to cause enough of a distraction to allow the Doctor and Steven to escape but he is shot and killed by Sara, who begins her pursuit. She meets up with her partner, Borkar, and tells him to shoot the traitors on sight, and to aim for the head. In an effort to avoid capture, the Doctor and Steven take refuge in a room wherein an experiment in molecular dissemination is taking place. The experiment reaches its climax as Sara enters the room, and the three of them are transported to the distant planet Mira, much to the annoyance of Karlton, who has been sent to regain the taranium. Karlton orders the scientists to keep an eye out for signs of life on Mira and goes to report to Chen. Karlton suggests to Chen that he should pretend that this was all part of Chen's plan and he purposely transported the taranium to Mira as it is closer to Kembel and the Daleks could get it more easily. On Mira, Sara is forced to join forces with the Doctor, only after being disarmed by Steven. She is reluctant to believe their story and refuses to see Chen as anything other than a diligent leader. As they begin to tease at her conscience she reveals that Bret was her brother. On another part of Mira, the Dalek salvage team have landed on Mira and begin to seek out the Doctor; as they do they discover an invisible creature indigenous to Mira that they can detect with their sensors. The Doctor soon discovers these creatures also and identifies them as Visians, invisible, savage creatures eight feet in height. As he goes back to explain this to Steven and Sara, he soon discovers that they are surrounded by these creatures. Back on Earth, Chen reveals the true depth of his plan to Karlton. He plans to return to Kembel as soon as the taranium is returned; in the meantime Karlton is to take a fleet to Venus and from there they will destroy Kembel with the help of a dissident army of followers that Chen will summon up from within. Karlton seems unhappy with this, saying it will only mean they will rule the galaxy; however, Chen insists that this will just be the start. Back on Mira the Daleks have found the Doctor. They destroy a few Visians to create an entrance and state that the Doctor is surrounded either by Daleks or Visians. Unsure of what to do the Doctor explains to his friends that "the Daleks have won." Fortunately for the Doctor and his companions, the invisible creatures attack the Daleks, allowing them to escape. The Daleks set about exterminating the Visians. They send message back to Kembel that they may need more reinforcements but this is denied them. The Doctor and his companions are forming a plan to steal the Daleks' ship whilst evading the Daleks and the Visians. Seeing that the Dalek ship is only guarded by one Dalek, the Doctor decides that now is the moment. He reveals himself and says he wishes to surrender himself and the taranium to the Daleks in exchange for safe passage home. Whilst the Doctor keeps the Dalek talking, Steven sneaks up behind him and splatters mud on the Dalek's eyestalk. Using this brief period of blindness, the Doctor and his companions hijack the ship, closing the door just in time before the rest of the Daleks arrive. By this time Chen has arrived back on Kembel. The Daleks are furious that he has not fulfilled his duty of returning the taranium to them but he says that this whole episode reflects worse on the Daleks and their abilities than it does on him. On the Dalek ship the Doctor is going about making an exact replica of the taranium in order to trick the Daleks and Chen. As he is doing this the ship begins to pilot itself back to Kembel. Steven finds the device controlling this and rips it out of the controls. Sara teases Steven on his technological prowess, mocking his primitive understanding of science. On hearing that their autopilot unit has been destroyed, the Daleks employ a magnetised beam which will pull the ship back to Kembel. The Daleks intend to murder the traitors as soon as they have the taranium, but Chen states they should be put on trial on Earth so as to appease curious minds on that planet. As the magnetised beam starts to affect the ship, the Doctor seems relatively calm as he has finished his copy of the taranium; the only thing left is to give it its distinctive glow. Steven suggests using the gravity force from the ship's power centre, but he is mocked by Sara again. The Doctor warns that this is an outdated practice. Whilst the Doctor and Sara are distracted, Steven, refusing to believe that his science is that flawed, attaches wires from the ship's gravity force to the taranium. This knocks him off his feet and renders him unconscious. Despite the Doctor and Sara's anger with him, it has given the taranium the effect that was required, but a side effect is that Steven is in a vegetative state and furthermore has a force field round him because of gravity force and reliance power. By this time the ship is about to land on Kembel, where Chen and the Daleks are waiting for it. The Doctor decides to use Steven's force field to their advantage. He gives Steven the fake taranium and says that when they emerge from the ship that Sara is to stand behind Steven, and the Doctor is to do all the talking. As they emerge from the ship the Doctor states that he will only give back the taranium at the doors of his TARDIS. The Daleks are reluctant to do this but Chen persuades them that it seems the only way that the Doctor will return the mineral. The Daleks lead the traitors to the TARDIS. The Doctor says that he and Sara will go in and Steven will hand over the mineral to them. This is carried out. As Steven tries to leave and goes back into the TARDIS, the Daleks try to exterminate him, but the force field renders their efforts futile. Chen is delighted that he has the main core to the weapon back again. In the TARDIS Steven is being filled in on what happened as the force field has now worn off. Steven states that he may have discovered a way of making themselves invulnerable to all enemies and wants to experiment with it more, but the Doctor refuses, stating it is too dangerous. As they argue, Sara points out the TARDIS has landed. The Doctor tries to discover where they are but the visualiser is broken; however, the gauges reveal that the air outside is poisonous. Worried about the polluted atmosphere, the Doctor — whose lungs are used to pollution — says he will go outside to fix the scanner while Sara and Steven remain inside. The group has actually landed in a polluted area of 1960s England outside a police station, where the TARDIS is being watched by a group of policemen suspicious of its sudden appearance. When the Doctor emerges he comes face to face with these policemen and immediately returns to his TARDIS, locking the door behind him. The Doctor explains to Sara and Steven that they are actually on Earth and informs them that he intends on keeping the policemen talking which will allow them to fix the scanner. No sooner is the Doctor out of the TARDIS than he is arrested and taken into the police station. There he encounters a number of policemen and a man who is there to make a complaint about a vanishing greenhouse. The Doctor observes that he has met this man before in a market place in Jaffa, much to the bemusement of the man. Outside the TARDIS, Steven sneaks out of the box and behind a police car whilst one of the police guards are distracted. In the police car, he sees a police uniform and steals it in order to pass himself off as one of their own. As soon as he enters the police station, they greet him as "the new recruit from G division", a disguise with which Steven is happy to continue. Meanwhile, in an interrogation room the Doctor is being very open about his real identity. When asked where he's from, he says that he is from the universe. When asked why he was in a police box, he says that it is where he lives and that it is no mere police box but a "means of experimenting with time". The policemen judge that he is mentally unsound and go to take him elsewhere. Here he is intercepted by Steven, who claims that he is a well known figure in G division and that he will look after him. As they emerge from the police station they see Sara in the process of being arrested. She was spotted trying to fix the scanner and ordered to move on by a policeman; she went to go but then returned. The Doctor and Steven rush into the TARDIS and Sara extricates herself from her policeman and joins them. Inside the TARDIS the Doctor brings the situation back to more serious matters and explains that he will destroy the taranium as soon as they reach a suitable place where they can do so. The TARDIS lands again and they look on the newly fixed scanner to see where they are. To their horror they see a man tying a woman up to a saw mill. The travellers rush out and stop the assailant, Steven punching the assailant in the face. It is only after this has happened that they realise that they have materialised on a film set. The travellers run off, pursued by the angry director as well as the star of his film. As they run through the studios they encounter Charlie Chaplin. Little does Steven know but the director is seeking him out because he was impressed with his display of physicality and wants him to replace his injured star, which upsets his female lead as she is worried that she will be replaced by Sara. The travellers are soon split up. Sara stumbles across an Arab-style film set and hides in one of the props. The Doctor finds himself on the same set and is mistaken for a professor of Arabic culture, a part he is happy to play. Meanwhile, Steven is being pursued by assistants trying to get him into a costume. They soon meet up again and make their way back to the TARDIS, though not before the Doctor engages in conversation with a comedian and aspiring singer who is worried he'll never make it in showbiz because of his stupid name, Bing Crosby. Eventually the travellers make their way back to the TARDIS and dematerialise, leaving the stunned film crew desperate to know how the trick was executed. After that they have a toast to Christmas and the Doctor wishes a merry Christmas to everyone "at home". Meanwhile, back on Kembel, the fake taranium core is fitted to the Time Destructor. Chen is trying to ingratiate himself with the other delegates brought to Kembel, but they are hostile to him. He introduces two of these delegates, Trantis and Celation, to the idea of the Doctor — a "creature from another galaxy". It would appear that the Doctor's galaxy is unknown to both of these races as they have not mastered this technology yet. The Daleks enter into this conversation and say that the time destructor is ready for its test run and that the subject has been selected. It is revealed that Trantis is to be the test subject due to the fact he has proven no use to the Daleks. Trantis is placed in a cell with the machine and the machine is switched on, but it has no effect on Trantis. The Daleks check their readings and state that everything in the machine is working properly and that it must be the taranium. The Daleks accuse Chen of lying to them and supplying them fake taranium, but Chen says it must be the Doctor who switched the mineral. The Daleks send to Skaro for a Dalek time machine in which to pursue the Doctor. They inform Chen that he is to accompany the pursuers. Before they leave they exterminate Trantis. On the TARDIS the travellers are concerned to see another ship in pursuit of them. They are surprised by how quickly the Daleks have discovered their duplicity and begun their pursuit. In order to try to shake the ship off, the TARDIS briefly materialises in the Oval back on Earth during a cricket match, but this doesn't work and the ship is gaining on them. The Doctor now lands on a volcanic planet, initially unknown to the Doctor. As soon as they land the time path indicator stops detecting the other ship. Sara thinks this means they have lost their pursuer but the Doctor informs her this only means that the other ship has landed with them. On another part of this planet the Monk emerges from his own TARDIS, camouflaged to look like a boulder, and begins to look for the Doctor. The Doctor, Sara and Steven begin to seek their pursuer across what the Doctor describes as the newly formed planet. The Monk sneaks up to the TARDIS and disables the lock with a device he has brought with him. He then tries to harm the travellers by throwing a large rock at them but is spotted by the Doctor. The Doctor congratulates the Monk for escaping from 1066. The Monk explains that he managed to bypass the dimensional controller and begin his pursuit of the Doctor. He explains that in order to gain revenge on the Doctor for sabotaging his ship he has now sabotaged the Doctor's TARDIS and says that he will now leave them stranded on this planet, which he identifies as Tigus, then runs away. The Doctor returns to his ship and finds that the lock has been retarded by the Monk. Sara starts to panic whilst Steven attempts to pick the lock. The Doctor asks Steven to step aside and shield his eyes, and he uses his ring to bounce off the sunlight onto the lock which causes it to spring open. As the ship dematerialises the Monk watches in disbelief. He vows to not let the Doctor get away that easily. Back on the TARDIS the Doctor explains that the sun in Tigus's galaxy possesses certain qualities that when filtered through the gem in his ring reversed the process of the Monk's device. Fully aware of their danger, the Doctor positions Steven by the time path indicator and tells him to inform him of any pursuers as soon as they arrive on screen. He lands again and sees a London street in raptures. He speculates that the people outside may be experiencing an outcry of joy to do with the end of a war. In fact it is 21st century Londoners celebrating New Year's Eve. Back on Kembel the Dalek time machine has arrived and is staffed by a fleet of Daleks and Chen. As the ship dematerialises, the Daleks are led in a chant stating that the destruction of the universe is now within their grasp. The TARDIS arrives in ancient Egypt at the foot of the Great Pyramid of Giza with Mavic Chen and the Daleks a mere four minutes behind. The Daleks and Chen monitor the TARDIS after it has landed and puzzle over why it isn't attempting to take off again. Outside the TARDIS the reason is revealed — the Doctor is attempting to fix the lock. Steven is worrying about the Monk's pursuit of the TARDIS and says he is going to move to higher ground to keep watch. No sooner does he do this but he sees the Daleks' time machine materialise and mistakes it for the Monk's. He runs back to the Doctor to inform him. Steven wants to go and meet the Monk, but the Doctor states that he should come to them and he has no intention of leaving his TARDIS unguarded. Sara and Steven decide that they should go and talk to him. As they leave the Doctor alone, it is revealed he is being watched by an Egyptian boy who goes to report to others that there are strangers around. They immediately arm themselves. As Steven and Sara approach the time machine, to their surprise they see the Daleks and Chen emerge, but as they turn to go they are met by a hostile army of Egyptians who think that the Doctor and his companions are looters. The Egyptians catch Steven and Sara and, thinking that the Daleks are with them, begin to fight them too but are soon exterminated with no damage sustained to the Daleks. With his repairs to the TARDIS complete, the Doctor goes out to find Sara and Steven. As he looks for them he witnesses the materialisation of the Monk's TARDIS in the form of a stone pillar and hides. The Monk emerges and sets off in pursuit of the Doctor. The Doctor realises that if the Monk has just arrived then the ship that Sara and Steven must have seen was the Dalek one. He sets off in pursuit of the Monk. Sara and Steven are taken back to the hut of the Egyptians. The chief Egyptian orders that all the treasure be put in the pyramid straight away — including the blue box. Sara and Steven try to convince them that the TARDIS is theirs and not treasure but this falls on deaf ears. They are left tied up in the hut. Sara managed to grab a piece of broken pottery while they were being dragged in and begins to cut through their ropes. It is not long before the Monk encounters the Daleks. When they meet it is obvious by the Monk's reaction that he is aware of the Daleks as a race. The Daleks want to exterminate him, but Chen uses this to their advantage. He eventually extracts from the Monk that he knows the Doctor and that he is seeking him for revenge too. Chen says that if he manages to get the taranium back to the Daleks within the hour they will spare his life; if not, he will be killed. The Monk agrees to this. This transaction is all watched over by the Doctor. The Monk returns to his TARDIS and retrieves an energy counter to help trace the Doctor. As he sets off the Doctor sees his opportunity for retribution against the Monk and sneaks aboard his TARDIS, changing the appearance of the machine from a pillar to a motorbike, a carriage, a wagon, a tank and then finally to a police box before emerging holding the TARDIS' directional unit. By this time Sara and Steven have freed themselves and disable the guards — mainly through the combat skills of Sara, which impress Steven. They set off to find the Doctor. The energy counter leads the Monk to the landing site of the TARDIS, but it has been removed by the Egyptians. However, the Monk follows the trail into the pyramid. The Doctor follows. The Monk soon uncovers the TARDIS and tries to enter it but is confronted by the Doctor. The Monk tries to befriend the Doctor in order to gain access to the TARDIS and the taranium, but the Doctor sees through this and moves towards the Monk as if to attack him. Back at the Dalek time machine the Daleks are impatient with the Monk and issue the order that all "humans" are to be killed on sight. Sara and Steven return to the landing site of the TARDIS and assume that the TARDIS has been taken as treasure and go into the pyramid. There they find the TARDIS but no sign of the Doctor. As they search a sarcophagus begins to open and a bandaged hand emerges. Steven and Sara discover that it is the Monk, wrapped up by the Doctor, that has scared them. He claims the Doctor did it out of malice and tries to access the TARDIS again, claiming that he has a headache and wants some medicine that the Doctor is likely to carry with him. Steven refuses. Steven and Sara take him to go and find the Doctor. Meanwhile, the Daleks have lost patience with the Monk and go out to seek the Doctor themselves. Chen is becoming evermore frustrated with the Daleks' lack of patience and flexibility. Steven, Sara and the Monk don't get far before being caught by the Daleks and Chen, who demands the taranium. In desperation, the Monk pretends he was bringing Steven and Sara as hostages. Chen accepts this and tells the Daleks that the Doctor will not allow the two to be killed. The Monk seems pleased with himself until he is told that he is to be a hostage too. The three are taken to the ship. Meanwhile, the Egyptians have discovered Sara and Steven's escape. The chief Egyptian sends for reinforcements, aware that they do not stand a chance against the "war machines." When Chen and the Daleks get back to the Dalek time machine Chen announces over a loudspeaker with a range of seven Earth miles that unless the Doctor hands over the taranium, Sara and Steven will be killed. The Doctor is dismayed, but has no choice but to comply. Some Egyptians also hear this. One thinks it is the voice of a god, but the other says gods would speak in words they understand and states that it is a trick to lure them out. The Doctor presents himself to the time machine and states that he will hand over the taranium only on his terms. He explains he wants to meet at a neutral location where Chen will come with Sara, Steven and the Monk accompanied by only one Dalek. Chen and the Daleks agree to this. As the Doctor leaves the Daleks say that one Dalek can still destroy all four of them. As the Doctor goes back to the TARDIS the Egyptians have mustered together their army and are also making their way to the rendezvous point at the same time as the Doctor, Chen and the Daleks are. The Doctor arrives late to the meeting and uses a large slab of stone to protect him from Dalek fire. He is initially irate that Chen brought two Daleks but Chen protests he has no power over the Daleks. The Doctor orders that his friends be let go. The Daleks comply. The Doctor tells Chen to come and join him behind the rock and he will give him the taranium. As this happens the Egyptians attack and Chen snatches the mineral away from the Doctor. A large battle ensues between the Egyptians and the Daleks. Large swathes of Egyptians are killed but some Dalek casualties are sustained by the Egyptians using rocks to hem them in. The Doctor returns to the TARDIS where Sara and Steven are waiting for him. His companions are happy to see him, but he is cross that he had to hand over the real taranium. Sara is distraught, but the Doctor reveals there is still hope, in the form of the directional unit he obtained from the Monk's TARDIS. This means that the Doctor can control where his TARDIS is headed and he can transport them to Kembel. The Doctor and his companions go to fit this to the TARDIS. Meanwhile, the Monk is pursued by the Daleks back to his police box shaped TARDIS, and he manages to dematerialise unscathed by the Daleks, but when he arrives on an ice planet he realises the Doctor's punishment for his actions and is resigned to wander space and time nomadically. He vows to meet the Doctor again one day and get his revenge. On the TARDIS the Doctor fits the directional unit but warns his companions that if it doesn't work it could destroy the central unit of the TARDIS and render it immobile. Steven states that they have no choice. Reluctantly the Doctor agrees and Steven pulls the lever. A large flash of light and smoke billow from the unit as the TARDIS veers dramatically to one side. Chen returns to Kembel in the Dalek time machine and begins to show off to the Daleks, elaborating that he got back the taranium that they lost. As Chen makes his way back towards the meeting to the Galactic Council, the Daleks plot what to do with him. The Dalek Supreme states that he should be kept alive as his "arrogance and greed" will prove useful. In the TARDIS the Doctor reveals that thankfully the main console has been unaffected by the explosion and it was the directional unit that suffered, but this still means that they cannot go to Kembel. The Doctor and Steven hatch a plan whereby they could steal the Monk's TARDIS, but the Doctor worries they are surrounded by Egyptians and he uses his scanner to check. He is delighted to find they are on Kembel after all and that the directional unit must have broken after the trip. Steven fetches the Doctor's power impulse compass and emerges into the jungle. In the Dalek city news of Chen's arrival back in Kembel has spread. The rest of the delegates conspire against Chen, saying that now they have the taranium back he serves no purpose to them. They decide to vote him out. Their deviousness is interrupted by Chen and the Daleks. Chen gives a speech explaining how it has been decided by the Daleks and him that he is to be the leader of the Galactic Council because of his success with the taranium and his superiority to the rest of them. This disgruntles the other delegates, who move towards Chen to attack him; in the scuffle, Chen shoots Gearon, one of the delegates, and says that they have to yield to his power. After the dust has settled from this dispute, the delegates realise that they have been left alone in the room and that bars have been put up around the doors. Soon the Daleks come and break up the meeting and start to herd the delegates towards an unknown destination. It is not long before the Doctor is separated from his companions in the dense undergrowth of Kembel. Unsure of what to do they return to the TARDIS and find it locked. They decide to head towards the Dalek city as that would have been the likely destination for the Doctor. In the Dalek control centre, the Daleks decide to leave the delegates in their incarceration for its destruction. They then give orders to begin the invasion. By this time, Steven and Sara find themselves on the outskirts of the city. They sneak in through an unguarded entrance by the landing strip and find that the city is strangely deserted. Sara begins to worry that this is a trap luring them deeper and deeper into the city, but Steven insists they have no option other than to press on, speculating that the Daleks might have the Doctor captive. Eventually they find themselves in the control centre. They decide to use the Dalek loud hailer system to say that they have control of the control room and the Dalek time machine and will not yield it up until the Doctor is delivered to them. Instead of having Daleks respond to them, they are replied to by the delegates, who explain they have been imprisoned by the Daleks and implore that they are set free. Steven decides to try speculating that the Doctor may be with them. Whilst the delegates wait to be rescued, they decide they will unite their forces in an effort to stop the Dalek invasion. When Steven and Sara arrive and discover the Doctor is not with them, Steven is reluctant to let the delegates out, but Sara convinces him that they are the only means by which the Daleks can be stopped. Eventually he relents and frees them. Sara and Steven rush out into the jungle again and watch the delegates board their ships and return to their systems to warn them of the oncoming invasion. Chen's is the last ship to take off, and Steven and Sara are shocked when they see it explode on take-off. They realise that this means that Earth will not be warned of the invasion. They decide they need to find the Doctor. As they search for him in the jungle, much to their surprise, they come across a Dalek. They watch from a distance and see the Dalek head off towards an underground bunker. The two speculate that this is where the Doctor may have been taken. As they discuss what to do next they are surprised by the figure of Chen behind them pointing a gun at them. When Sara seems shocked that Chen is still alive, he alludes to the fact that he purposely faked his own death, then forces them to descend into the Dalek bunker at gunpoint. Chen leads Sara and Steven through the underground city. Chen is convinced that the Doctor and his companions intend on usurping Chen's place as leader of the solar system by allying with the Daleks. Steven finds this ludicrous but Chen insists it must be what is happening. He continues to lead the pair deeper and deeper into the city. Meanwhile, at the main control centre of the city the Daleks are assembling an army five thousand strong to make its way through the galaxy with the time destructor at its head. Their preparations are interrupted by a guard Dalek reporting that Chen is presenting prisoners to the city. The Supreme Dalek tells them to escort them to the control centre. Chen reacts very strongly to Daleks supervising him with his prisoners and demands they ask the Dalek Supreme to change his orders. He seemingly relents but the Daleks follow at a close distance. When Chen and his hostages get to the control centre Chen becomes angry that his hostages are being taken away from him and begins to talk about taking power away from the Daleks. The Daleks threaten to exterminate him but Chen reacts wildly, saying that he is immortal. The Daleks ignore his orders, which further irritates him and he tries to shoot the Dalek Supreme. The rest of the Daleks chase him down a corridor and kill him. During this distraction the Doctor emerges from the shadows and presents himself to Sara and Steven. He gives Steven the TARDIS key and says that he and Sara should go back to the TARDIS when he says. Steven asks what he intends to do, and the Doctor informs him that he will activate the time destructor. The Doctor waits for the Daleks to come back from the killing of Chen and activates the time destructor, using it as a shield to stop the Daleks from shooting. He positions himself in front of Sara and Steven and engineers their escape. As soon as he is out of the door he destroys the circuit to make the door close on him. He tells Steven and Sara to leave, but Sara doubles back to aid the Doctor without telling Steven. The Doctor and Sara make their way through the jungles of Kembel, weighed down by the time destructor. The Doctor is shocked when he turns and sees Sara a good twenty years older than her actual age, an effect of the time destructor. As they reach the TARDIS, Steven turns on the scanner; realising there is nothing he can do, he takes out his frustration on the TARDIS console. Not only is the time destructor ageing the Doctor and Sara but also Kembel itself which has turned into an arid wasteland. Unfortunately, the Time Destructor is now taking a heavy toll on both Sara and the Doctor. Frail and weak, the old man stumbles onwards, knowing full well that time is running out for his companion. At last, they can see the TARDIS ahead, but the Doctor can only manage a few more steps before he falls to his knees, unable to go on. In a final desperate effort, Sara helps the Doctor up and they both stumble a few more paces further, before the Doctor falls again. The Time Destructor falls from his numb fingers and rolls away just inches from his outstretched hand. Beside him, Sara pitches forward in the dust, unable to remain upright. She barely has the strength to open her eyes but somehow finds the will. She tries to claw her way to the TARDIS, but it's too late. The last of her strength gone, Sara falls. Meanwhile, Steven's delight at seeing his friends on the scanner turns to shock as they sprawl in the sand. Steven opens the doors and walks out and is surprised to see that Kembel is now a harsh desert with gale-force winds. He looks around to find his friends but can hardly see in the sandstorm. He stumbles over to where Sara is lying unmoving, but before he can reach her a gust of wind seems to lift her up. He watches in horror as her skin and hair fade away. After trying to destroy the time destructor, Steven grabs the Doctor and with an effort manages to get him back to the safety of the TARDIS. Steven and the Doctor watch as the Dalek patrol comes into sight, this time moving much more slowly than normal. After they try to destroy the weapon they fought so hard to acquire, the Time Destructor rots away their casings, turning them into dust. After a time, the Doctor and Steven emerge from the TARDIS. The landscape of Kembel has been devastated and reshaped beyond recognition by the power of the Time Destructor. Steven notices a piece of rusting metal in the sand — it's the remnants of what was the Time Destructor. The Doctor shows Steven a tiny dead Dalek embryo. The Doctor is rejoiced that he and Steven have finally defeated the Daleks, but Steven reminds him of the losses they have suffered. The Doctor remarks, "It's a waste. What a terrible waste." before he follows Steven to the TARDIS and takes off for another adventure. The Doctor and Steven land in a provincial street. The Doctor deduces they are in France by reading a sign and from overhearing Nicholas Muss and Gaston de Leran talking about keeping the peace even though the Catholics of Paris hate them. The Doctor places their landing in the middle of the 16th century. With their place and time figured, the Doctor decides that he must track down the apothecary Charles Preslin to talk germinology. In order to blend in he goes back to the TARDIS to fetch some more suitable clothes. In a nearby tavern a band of Huguenots are drinking raucously. Gaston insults the wine they are drinking, referring to it as cheap Catholic wine. Simon Duval, a Catholic, overhears this and takes it as an affront to the newly married Catholic Queen Marguerite. The men exchange cross words but Duval comes off the loser. Duval bribes the barman to spy on the Huguenots and feed back any information to him. The Doctor and Steven enter the tavern. The Doctor convinces Steven that there is no need for him to also go find Preslin, and Steven seems happy to sightsee on his own. They agree that they will meet back at the tavern come evening. As the Doctor leaves, a man, Roger Colbert, who was about to enter the tavern, stops as he recognises the Doctor and then turns to follow. Steven notices this and makes to leave and follow the Doctor and his stalker, but the landlord stops him as Steven has not yet paid for his wine. Having only gold, which the landlord cannot turn into coin, Steven is unable to pay. Nicholas, seeing Steven's financial difficulties and recognising him as a foreigner to Paris, pays Steven's bill of two sous. Having lost the opportunity to follow the Doctor, Steven asks Nicholas for help in finding Preslin's shop. Nicholas says that he will show Steven the way, but that Steven should first have a drink with them. Meanwhile, the Doctor has located Preslin's shop, and, not receiving an answer from his knocks, he lets himself in. At first Preslin maintains that Charles Preslin no longer occupies this shop, fearing that the Doctor has come from the Abbot of Amboise to find heretics. The Doctor convinces Preslin that he is not a servant of the Abbot, and is in fact a fellow scientist. Preslin invites the Doctor to talk. Gaston is extremely suspicious of Steven and questions Steven as to his business in Paris and where he has travelled. Steven surprises Nicholas by mentioning having travelled to Egypt. Gaston reacts to Steven's ignorance to Parisian politics with a brief explanation of the rivalry between the Catholics and the Huguenots. With Preslin no longer afraid, he and the Doctor discuss Preslin's work, the Cardinal of Lorraine and the Abbot's hunt of scientists and Protestants, and the development of the microscope in Germany. With the news of the microscope, Preslin is convinced by the Doctor to renew his work as the microscope would allow him to prove the existence of germs. However, he is still downhearted with regards to the oncoming visit of the Abbott. The Doctor seems to come up with a plan. Steven extricates himself from the Huguenots and leaves the tavern. No sooner has he done this but a servant girl, Anne Chaplet, runs into him before entering the tavern and is quickly followed by four guards. In the tavern, the girl hides, and because the guards are Catholics and the girl is a fellow Huguenot, Nicholas and his friends hide the girl from the guards, but only Steven is interested in why she was running. Because of Steven's interest, Nicholas questions Anne, and they learn that Anne had overheard the guards mention Wassy and "It will happen again before the week is up", implying another Huguenot massacre perpetrated by the Catholics. The guards return to the Captain to report Gaston's behaviour. The Captain is furious the guards let the girl go free with the information that she now possesses and tasks them with finding her immediately. Nicholas decides to hide Anne in the kitchen of his master, the Admiral Gaspard de Coligny. As Gaston takes her there Nicholas explains that all of this points to a Catholic attempt to kill the Huguenot king Henry of Navarre, who has just been married to Queen Marguerite in an attempt to heal the religious rift. Steven decides that, as evening is nearing, he will simply wait for the Doctor at the tavern instead of searching for him. As he waits, Duval enters and questions the landlord as to why his guards were unable to capture Anne and is informed that Steven, still present, was with Nicholas and Gaston. He then politely strikes up a conversation with Steven about the approaching curfew hour, in order to learn who Steven is. With little success he turns back to the landlord, instructing him to watch for the friend that Steven is waiting for, and he then ducks out of sight as Nicholas enters. Nicholas is surprised that Steven is still there and convinces Steven to stay the night at de Coligny's house. Steven eventually accepts. They instruct the landlord to inform the old man (the Doctor), if he arrives, that the Englishman (Steven) is staying at de Coligny's house. Simon returns to the house and reports his findings to the Abbot who is revealed to have the exact appearance and voice of the Doctor. At Admiral De Coligny's house, Gaston is enraged by his master, Henry of Navarre, not taking the possible threat to his life seriously whilst Nicholas tries to pacify his friend, speculating that what Anne heard implied another massacre as Wassy may not refer to the previous massacre, and the "it" may refer to something else entirely. Meanwhile Steven returns to the tavern to find word of the Doctor. The landlord informs Steven that no one has come and harshly shows Steven away due to Steven's association with the Huguenots. Steven returns, asking for Nicholas' aid to find Preslin's shop in hopes of finding the Doctor. Before the two can set out, Colbert comes to question Nicholas about Anne's whereabouts, but Nicholas now maintains that Anne is not present and that the girl Roger thinks is there is a long time serving girl named Genevieve. After Roger leaves, Steven identifies him as the man who followed the Doctor. Gaston, looking out the window, is surprised to find that the Abbot himself is also there in hunt of Anne. When Steven looks out the window, he is surprised by the appearance of the man and professes him to be the Doctor. Steven then makes to go to the Doctor, but Nicholas and Gaston stop him, believing that if that man is Steven's friend, then Steven is working in the service of the Abbot, and thus a Catholic spy. Steven tries to argue his point vociferously but Gaston is unconvinced. Steven convinces Nicholas to let him try to prove his innocence by taking Nicholas to Preslin's shop, so that Nicholas can see the resemblance between the Abbot and the Doctor. Later, Simon reports the incident with Anne and the Abbot's personal search for her to the Marshal Tavannes, who believes that the Abbot's presence will have only aroused suspicion within the Huguenots. Simon also informs the Marshal that an Englishman was lodging at de Coligny's house, which makes Tavannes suspicious of the Admiral conspiring with the English. As Simon leaves, the Marshal tells him to inform the Abbot that he will send word later concerning "the Sea Beggar". Hearing "the Sea Beggar" as he enters, de Coligny takes this reference to be towards the Dutch, who are requesting France's military aid against Spain. De Coligny is happy at the notion that the Marshal is finally considering the claim for France's aid, but the Marshal is suspicious that the only reason the Admiral wants to side with the Dutch is due to them being a Protestant country. The Marshal then leaves for an audience with the Queen Mother. Steven and Nicholas locate Preslin's shop. Steven pounds on the door to the shop without any response. An old woman who is passing by stops the two, complaining that they are disturbing the whole neighbourhood over an empty house. She informs Steven and Nicholas that the shop has been vacant for some time because Preslin had been arrested for heresy. Nicholas is now even more suspicious of Steven and refuses Steven's request to go to the Abbot to validate his new theory that the Doctor, for some reason of his own, is impersonating the Abbot. Nicholas decides to take Steven back so that the Huguenots can decide what to do with Steven, but on the way back, Steven trips Nicholas and escapes. Nicholas returns as Gaston finishes questioning Anne, who does not believe that Steven is working for the Abbot. Gaston informs Nicholas that Henry of Navarre has decided to increase his guards, but Steven's escape puts any doubt about Steven's guilt as a Catholic spy out of Gaston's mind. Meanwhile, Steven has made his way to the Abbot's house, where he stays outside to listen in on a conversation between Simon, Roger, and the Marshal, who has returned from his meeting with the Queen Mother. The Marshal is annoyed that the Abbot has disappeared but informs Simon and Roger that the Queen has given the order to have the Sea Beggar killed the next day, as he returns from a meeting at the Louvre. Steven then hurries back to tell Nicholas about the planned assassination of the Sea Beggar. Steven finds that Nicholas is away, so he tries to find paper so that he may leave a note instead. While Steven is rummaging through Nicholas's desk in search of paper, Gaston enters the room and presumes that Steven is attempting to steal information for the Abbot. Gaston tries to engage Steven in a sword fight, but, annoyed that Steven won't fight back, he forces Steven to leave. When Gaston tells Nicholas of the incident, Nicholas does not believe that Steven was spying and that Steven had discovered crucial information and had returned as he said he would. As Steven skulks through the streets of Paris, he discovers Anne following him through the streets, hoping that Steven will help her as she no longer has any place to go. Steven asks if she knows who the Sea Beggar might be, but Anne doesn't know. Without a place to stay or a plan, Steven and Anne decide the safest place is Preslin's abandoned shop, and they head for it. Admiral De Coligny returns to his residence, and Nicholas informs him that the king has finally decided to aid the Dutch after his persuasion. He boasts that the King even gave him a nickname — the Sea Beggar, a title he'd be proud of. Steven and Anne wake up in Preslin's shop. With the curfew over, Steven decides to go back to the Abbot's house to meet with the Doctor, against Anne's warnings. Finding an old cloak and hat, Steven adorns them as a disguise so as to not be recognised by the Captain of the Guards, who is still in search of Anne and him. Anne is reluctant to return, but Steven convinces her there is nowhere else to go. They set off to the Abbott's house. Meanwhile at the Louvre, the Queen Mother, the King, the Marshal, the Admiral, and Charles de Teligny argue about the political and economic issues concerning France's military aid to the Dutch. The issue cannot be resolved, so the meeting turns to discussing the persecution of the Huguenots by the Catholics despite the marriage of Henry of Navarre to the king's sister and promises made by the Queen Mother. The Admiral and the Marshall are at loggerheads on all issues. In his bid to persuade the king, the Admiral insults the Queen Mother by warning the king that the Queen Mother's power may be too great. This causes the Queen Mother and the Marshal to leave. The meeting is over; the king invites the Admiral to play tennis with him, but the Admiral declines as he has business to attend to. At the Abbot's house, Steven and Anne are unable to gain entry as the Abbot is in his office and must not be disturbed during his prayers. The argument between the priest and Steven disturbs the Abbot, who comes out. Steven tries to signal to the Doctor that it is he, but the Abbot does not recognise Steven who, with the priest still in the room, tells the Abbot that he has brought back the girl. The Abbot then dismisses Steven and Anne into another room, but still listening, they discover that the Sea Beggar is the Admiral and that the assassination would happen on the Rue des Fosse-St.-Germain. As they leave, Roger enters, and recognising Steven, informs the Marshal that the Englishman who was lodging with the Admiral was there and was seen running from the building. The Marshal is angered by the Abbot not finding out who Steven was, and, believing that Steven and Anne overheard the conversation, sees the Abbot as an increasing liability. Steven hurries to de Coligny's house to inform Nicholas of the impending assassination. When he gets to the house he bursts in and informs Nicholas of the location of the assassination and Nicholas runs off. On his way back from the Louvre, the Admiral approaches where the assassin lies in wait with a rifle. Nicholas and Steven make it to the Admiral, but not before the assassin fires a shot, wounding the Admiral in the arm. They take the Admiral back to his house. At the Abbot's, the Marshal paces impatiently for news of the assassination, with the Abbot trying to reassure him that the assassin is an excellent marksman and that the delay in the news is most likely due to the Admiral being held up by the King, thus delaying the assassination. Unassured, the Marshal sees the failure as the Abbot's fault, and when Roger enters and confirms that the Admiral was merely wounded, he orders the guards to kill the Abbot. The guards seem reluctant, but the Marshal orders them. Back at the Admiral's house, Steven fills Nicholas in on the events of the previous day. When he identifies Roger, who serves the Abbot, as one of the conspirators, Nicholas plants the guilt of the assassination attempt on the Abbot, but Steven fervently maintains that the Abbot is really the Doctor in disguise. News reaches Steven and Nicholas that there has been a great Huguenot uprising and the Abbot has been killed. Steven rushes to the Abbot's house, insisting that it is the Doctor and not the Abbot. Back at the Louvre, the king and the Queen Mother are informed of the assassination attempt. The king's annoyance at being disturbed from his game of tennis turns into anger at the attempt on his friend's life. Swayed from the idea of driving the Catholics from their homes, the king orders the Marshal to post guards outside de Coligny's house, charging his safety to the Marshal with the consequence of execution. Annoyed with bickering by Tavannes and Teligny, he orders them out so that he may be left alone. Despite this, the Queen Mother re-enters, enraging the king who threatens to arrest her. He also threatens to execute Tavannes for the assassination, but the Queen Mother takes Tavannes' side, claiming that Tavannes was merely protecting his king, and that with the Protestant Henry of Navarre in line for the throne, the Huguenots will be wanting the king dead. The king's anger dies at this revelation. Steven arrives at the Abbot's house. Outside, an angry Catholic crowd has formed around the dead body of the Abbot and is calling for Huguenot blood to avenge the murder. Steven, still believing that the Abbot is the Doctor, runs to the body and is dismayed by the death. Nearby, Roger and two guards are presiding over the scene. Recognising Steven as an enemy, he calls out to the crowd that Steven is the murderer, and the crowd then turns on Steven, who flees as the guards pursue. The Abbot's body lies forgotten on the ground. The next morning, Anne is hiding back at Preslin's shop, waiting for Steven to arrive. When Steven arrives, he informs her of the Doctor's death, still believing that he was pretending to be the Abbot. Telling her about the TARDIS key, the two begin to search for clothes in the shop, hoping that the Doctor had changed into the Abbot's garb at the shop and left the key with his clothes. Meanwhile, the Marshal and Simon discuss the assassination, hoping that the people's blaming of the Huguenots will be enough to cover their own tracks. They decide that Steven is the only loose end in the plot and must be killed before the next day, as Steven would easily be able to slip away during the revelry of the St Bartholomew's Day celebration. A servant enters, giving Tavannes a note, summoning him to the Queen Mother. Anne manages to find the Doctor's cane, but nothing more than that. Puzzled by not finding his actual clothes, Steven wonders where the Doctor could have changed into the Abbot's garb. Anne suggests that the Doctor left with Preslin, but Steven tells her that is impossible because Preslin was arrested. No sooner is this said than the Doctor appears and tells them that this is not the case, much to the shock of Steven. Back at the Admiral's house, Gaston is arguing with Nicholas and the Admiral imploring them to leave Paris. The Admiral refuses to do this and says that he doesn't fear death. Gaston storms out. He asks Nicholas to stay with him to face the might of the Catholics. The Doctor blames the whole mishap on Steven not staying at the tavern and brushes off Steven when Steven presses the issue of the Doctor not returning. When the Doctor decides that it is time for them to leave, Anne reminds the Doctor that the curfew bell has rung, and that it would be easier to leave Paris during the celebration of St Bartholomew's day. When Steven mentions the plot against Admiral de Coligny, he realises the danger that they might be in. The Doctor presses Anne for the year that they are in and learns that it is 1572. He orders Anne to go to her aunt's, despite the curfew. Steven protests, but the Doctor convinces her. As soon as she's gone, the two make for the TARDIS. In his meeting with the Queen Mother, Tavannes is informed that they have gotten the king's permission to proceed with their plans to slaughter the Huguenots. The Marshal protests the turning of the Catholic people of Paris into a mob, as the mob will kill the innocent as well as the guilty. The Queen Mother overrules him but concedes not killing Henry of Navarre out of fear of political retribution that will come with killing a prince. Tavannes leaves to instruct Simon to "unleash the wolves of Paris" and escort Henry of Navarre safely out of Paris. The Marshall seems to doubt whether this massacre is a good idea, but it is now too late. The Doctor and Steven make it back to where the TARDIS had landed, but due to some guards outside the Admiral's house, they must wait until the morning to enter the TARDIS. Once the curfew bell has rung, the Doctor and Steven leave in the TARDIS as the Massacre of St Bartholomew's Day commences. As they dematerialise, Catholic forces enter the Admiral's house. Safely in the TARDIS, the Doctor informs Steven of the massacre and that 10,000 Huguenots will die in Paris alone, including the Admiral and Nicholas. Steven is enraged by the Doctor's disregard for human life and blames the Doctor for Anne's probable death in the massacre. In his rage, Steven disregards the Doctor's plea that he can't rewrite history and tells him he will leave wherever the TARDIS lands next. Once landed, Steven checks the scanner for safety and then leaves. The Doctor, aware of his solitude, begins to reminisce over all of the companions who have left him. He briefly wonders if he should return to his own planet but decides that he cannot. He goes over to the console, weary and dejected. Just then a young girl runs into the TARDIS, thinking that it is a real police box; she needs to call an ambulance because a little boy has been knocked down by a car. Steven then runs back in, telling the Doctor to take off as two policemen are approaching. The Doctor then hastily dematerialises the TARDIS with the young woman and Steven aboard. Steven is initially outraged at the Doctor hijacking the young woman, but she states she doesn't mind and isn't fazed when Steven reveals the details of the machine she is in. She introduces herself as Dodo Chaplet. Steven is amazed, knowing that Anne's surname was Chaplet, and on discovering that Dodo's great grandfather was French his mind is put to rest that Anne survived the massacre of St Bartholomew's Eve. As the TARDIS materialises in a tropical rainforest, a one eyed alien watches it in curiosity. Dodo emerges and immediately sneezes before going out to explore. Steven follows after her, confused as to her bravery. Dodo seems convinced that she is in Whipsnade Zoo and points out a number of Earth creatures, such as a chameleon and other lizards, to back up her point. The Doctor seems to back up her point by saying that all readings say that this planet has similar conditions to Earth. Elsewhere a court has met, populated by humans and the alien race, the Monoids. They are putting on trial a member of the human race that put the whole of their civilisation at risk. Despite pleading from the Commander's daughter, Mellium, the Commander sentences the man to miniaturisation for 700 years. The man is led into a device that shrinks him down into a microcell and he is carried away. Back in the jungle Dodo finds an elephant and uses this to prove that they must be on Earth, but the Doctor points out that all of these animals are not indigenous to the same area. He also points out other anomalies that he has discovered since their landing. One is that there is no sky, just a metal roof over them, and the other is that the ground is rumbling as if mechanised. All this time the Monoid still watches over them. Back at civilisation Zentos, a sceptical young understudy to the Commander, receives information from one of the Monoids, who communicate through sign language, that there are intruders on the ship. When he feeds this back to the Commander he doubts it, but there is incontrovertible video proof. Zentos suggests they are immediately arrested and questioned. The Commander agrees to the questioning but says that they should be invited. As the Doctor and his companions explore, they hear an alarm raised and discover that the Monoids are exploring the TARDIS. They rush into a nearby cave where they avoid detection, despite Dodo's sneezing almost giving them away. The Doctor berates her, but she explains she is coming down with a cold. Once the coast is clear, the Doctor and his companions go out and explore. As they mount the crest of a hill, they see a city off in the distance. The Doctor immediately knows where he is now and explains that they are on a giant spaceship. As he does they are immediately surrounded by small human-like figures. The Doctor and his companions are led to the city where they are cross-examined hostilely by Zentos, whilst the Commander welcomes them with curiosity. The Commander explains that the Monoids are a peaceful breed of alien who came to Earth from their own planet which was dying. They helped the human race to build this ship to escape Earth, which was itself dying due to the solar flares that were engulfing the planet. The Monoids also taught the humans the miniaturisation process which allowed the whole human race to be transported to their destination, Refusis II, and brought back when they arrive in 700 years time. The Doctor suggests that this means they have travelled nearly 10 million years into Earth's history. The Commander allows the Doctor and his friends the run of the ship. Steven and Dodo are led away by Mirian to be shown a statue, whilst the Doctor is shown the technology of the ship. Zentos is still sceptical of the Doctor's story, suggesting that he may be a Refusian come to scupper the ship's progress to Refusis II. Mirian shows Steven and Dodo the giant statue of a Homo Sapiens that they are constructing out of gregarian rock, but the tour is interrupted by another alarm. They return to the main deck of the ship and see a Monoid laid out on a gurney with a fever and illness. As they flock round the alien, the Commander also starts to complain of a severe fever and falls to the ground. Zentos overhears a conversation between the Doctor and Steven wherein he explains that this is down to Dodo's cold. The humans from the 57th segment of time have no resistance to diseases so even the common cold could kill them. Zentos rushes to a podium and claims that it is Dodo that has started to spread this disease. As he talks, the Monoid dies. The humans are in a fervour of excitement and shock, and the Doctor and his companions are arrested and led away. The Doctor and his companions are locked away in a prison cell. Steven questions the Doctor as to whether they have ever contaminated anywhere else before in their travels. The Doctor admits that it is something that he has never considered before. Back in the control room Zentos is getting evermore panicked as more and more Monoids die whilst greater numbers of the human population are becoming ill. The doctor of the ship confides to Mellium that he is at a loss for a cure for the Commander. In the prison the Doctor and his companions overhear the burial of a Monoid — which is performed by ejecting them from the spaceship. Zentos uses the funeral gathering to gain popular support for a trial of the Doctor and his companions. He employs Baccu to act as prosecutor whilst Manyak and Mellium will offer defence. Mellium informs the Doctor that one of his contingent will have to offer evidence in the trial. Steven offers himself as he is feeling hot and unwell in the prison cell. He is led into the control room where he continues to sweat and feel ever more under the weather as the trial continues. Baccu begins by accusing Steven and his friends of being Refusian and being sent to kill them. Steven denies this, but Zentos says that their own story of time travel is equally as hard to believe. Manyak offers a bargain to Zentos, saying that the only hope that the humans and the Monoids have is that the Doctor could cure them; however, Zentos is against this and riles the crowd up into saying this will help them spread the disease more quickly and efficiently. The Commander, who is watching these proceedings from his sick bed, agrees with Manyak's proposal. As the jury are mulling this over, a human informs the assembly that a human has died of the illness. Zentos uses this as ammunition to sway the jury's verdict, and they all automatically judge the Doctor and his companions as guilty. Zentos sentences them to ejection from the ship. As this verdict is read out, Steven collapses due to his worsening condition. Steven is carried back to the prison cell, where the Doctor tries to argue his point with Zentos but has no effect. Zentos sends Baccu away to prepare the ejection, but the Commander orders Zentos, over loud speaker, that the Doctor should be freed and given the chance to cure the disease on the one exception: that Steven is used as a guinea pig first. Mellium presents herself to the Doctor to help in any way possible. He orders her to keep everyone warm whilst sending Dodo back to the TARDIS to get his equipment. The Doctor orders Baccu and Manyak to begin a hunt for certain animal membranes that he can combine to form a vaccine for the common cold. Later, when this has been extracted, the Doctor applies his vaccine to Steven before straight away applying it to the other humans, starting with the Commander. Baccu and Manyak suspect that this may not work and that Zentos is ready to eject the Doctor if it doesn't. After an hour Steven is showing no signs of improving. Eventually he begins to writhe in pain before falling back limp and lifeless. Dodo is concerned that he is dead, but the Doctor states he is sleeping soundly with his fever cured. Dodo and the Doctor go out into the control room and receive congratulations for their efforts. After everyone is better the Doctor and his companions are given a heroes' farewell led by the Commander and are escorted back to the TARDIS. The TARDIS demateralises and, seemingly, materalises back again. The Doctor and his companions emerge, bemused by this. Their bemusement grows when they discover that there is no one around on the ship. The travellers are stopped in their footsteps when they discover the statue fully built — but with the head of a Monoid. The Doctor deduces that 700 years have passed since they were last on the Ark and discovers that they are close to Refusis II. The Doctor discovers that the reason why there are no humans around is because the ship is now piloted by an automatic guiding device; however, a quick scan of the ship shows that there are some signs of life. The Doctor observes humans serving under Monoid control. As they observe this, they are caught by a Monoid, who are now able to speak and identify themselves through numerics depending on their position on the ship. Two and his personal manservant Maharis lead the Doctor and his companions to One. Before One allows the Doctor and his friends into the ship, he watches back footage from 700 years ago and watches the Doctor dematerialise. He tells the Doctor that he should thank him as the long term effects of the fever transmitted by Dodo sapped the morale of the humans and allowed the Monoids to take over. One informs the Doctor and his friends that they are to be imprisoned in the servant kitchens. Two human servants, Venussa and Dassuk, talk of the rumoured arrival of the Doctor, a figure that Dassuk puts down to myth, but he is put on his place when the Doctor arrives in his kitchen. The Doctor begins to talk about how to liberate the humans from the Monoids. Steven suggests that they overpower one, but Dassuk says this has been tried before unsuccessfully. Back in the Control Room, a Monoid grand council has been called. One informs the Monoids that they are close to Refusis II and that they will send down a party first to ensure its safety. He also informs the Monoids that the humans will not be accompanying them to their new home. After the meeting, One asks Two to fetch the Doctor and Dodo, who will make up the search party. As Two enters the kitchens, Steven and Dassuk try to overpower him but are interrupted by Three, who kills one of the humans to break up the melee. Two seizes the Doctor and Dodo and leads them away. Three informs Steven that he is being kept here as security. The Doctor, Dodo, Two and a human called Yendom are placed on a launcher and fired down to Refusis II. The planet seems both hospitable and deserted, but as the party explores an invisible figure enters the launcher and begins to toy with the controls. In a conversation with Dodo, Two lets slip that the humans will not be joining the Monoids on Refusis II. An argument breaks out that is only stopped by the Doctor, who points out a castle that lies in the distance. On closer exploration the castle is also deserted. Two begins to destroy the interior of the castle, hoping that this will draw the attention of a Refusian. A disembodied voice calls for Two to stop, but he refuses. Two is overpowered by an invisible figure who goes about setting the house in order. Back on the Ark, One explains his plan to some other Monoids. He explains that as soon as they have got to Refusis, he plans on blowing up the ship with a bomb placed inside the Monoid statue. Maharis sees this conversation over one of the video controls but isn't aware of where the bomb is. Maharis goes to the kitchen, where he is initially met with hostility due to the fact that he sided with the Monoids so as to avoid total servitude, but he explains to them the Monoid plan. On Refusis II the Doctor is mediating with the Refusian. The Refusian explains that the castle has been built for the Monoids as they have no purpose for them anymore — they lost their material form after a solar flare hit Refusis II. They will happily share their planet if the Monoids wish to live in peace. Outside the castle Two explains to Yendom that he is going to radio back to the Ark to explain the situation. Yendom tries to overpower Two but is killed. Two gets into the launcher and begins to feedback to the Ark on how to destroy the Refusians. Unbeknownst to him a Refusian is outside the ship and blows up the launcher, leaving the Doctor and Dodo stranded on Refusis II. The tension of the situation ferments dissent in the Monoid ranks, with Four openly opposing One's plans to abandon the humans and colonise Refusis without more checks on the planet. One is informed of this plot and says he will kill Four if the dissent becomes public. Back on Refusis II, the Doctor strikes a bargain with the Refusians whereby if the humans and the Monoids can prove themselves peaceful they will live in harmony with them on the planet; however, if they are violent they will not stand for it. The Doctor thanks them for their kindness. In the kitchen of the Ark, Steven plots a plan to escape. When Maharis comes to deliver their food, Dassuk hides. Steven distracts Maharis whilst Dassuk slips out. As soon as the coast is clear Dassuk returns and frees all the prisoners. As Steven and the prisoners are making their way to the control room, One decides that it is time to leave the ship for Refusis II after setting the bomb to go off in twelve hours. Steven and his friends arrive too late and set about scanning the ship in search of the bomb. The launchers arrive on Refusis II where One immediately claims the planet for his own and Four plots to return to the Ark as they fear danger on the planet. As soon as the Monoids are out of sight, the Doctor, Dodo and the Refusian use a launcher to contact Steven. They tell him they will send some launchers back whilst the Doctor tries to extract information from the Monoids regarding the location of the bomb. The Refusians are tasked with piloting the launchers back to the Ark whilst the Doctor and Dodo leave, only to be captured seconds later by Three. Three watches in amazement as the launcher takes off with no one in it. When the Doctor is brought to One he tells him, in all honesty, that he has never seen a Refusian so can't help him. One threatens the Doctor's life unless he starts to be more helpful. This impasse is broken up by Four's challenge to One. Four issues a speech whereby he says that he is returning to the Ark and any true Monoid will join him. In this conversation, One lets slip the location of the bomb in the statue. A number of Monoids leave with Four. As soon as he is gone, One states that he is going to follow them and spring an attack on them. On the Ark the launchers have returned, and the humans are surprised to see them unmanned before a laugh rings out in the ship alerting them to the presence of the Refusians. Steven decides it would be best practice for the humans to split up. Half will go to Refusis II now while the other half will search for the bomb. Maharis openly disagrees with Steven and confronts him, saying they should all leave the micro-celled humans to perish. Maharis says that he is going to Refusis II no matter what anyone says. Dassuk and some other humans join him. On Refusis II, One and his army confront Four and his army, and a full scale civil war breaks out. During this madness the launchers return. Ignoring advice to wait until things have calmed down, Maharis leaves the launcher and is immediately killed by One. The rest of the humans wait until there is a lull and form an escape. Dassuk finds the Doctor and Dodo who escape through the undergrowth and return to the launcher where they contact Steven and inform him of the position of the bomb. As they do, they encounter Four, the last Monoid standing. Steven and Venussa are at a loss as to what to do due to the sheer size and weight of the statue. The Refusian says that he will be able to help and, much to the surprise of the humans, the statue rises in the air and is placed in the loading bay. As it is ejected it explodes. When the Doctor, Dodo, the humans and the surviving Monoids return, the Refusian says he will only accept them on his planet as long as they form a peace treaty. This is agreed to. The Doctor and his companions leave, leaving the humans to wonder if he will ever return to them again. Venussa and Dassuk watch as the TARDIS dematerialises. Later as the TARDIS lands, the Doctor simply vanishes from the TARDIS control room in front of Steven and Dodo, although his voice can still be heard. Dodo wonders if this has something to do with the Refusians, but the apparently invisible Doctor says this is some form of attack. The Doctor, who has been rendered invisible and intangible, claims it is a powerful attack that has penetrated the TARDIS. He tells Dodo and Steven to turn on the scanner, but nothing appears. However, the scanner is not broken; it's just not picking anything up. He has them open the doors and, against their advice, the Doctor heads outside. Elsewhere a man dressed in the manner of a Chinese mandarin is lounging amongst toys and detritus. He is aware of the Doctor's arrival as well as the details on his companions. He approaches a large dollhouse and removes two small figurines of clowns. He places them on the floor and they grow to life size. He tells them to "deal with" Dodo and Steven. They lumber off. Steven and Dodo find the Doctor now visible, but they also discover a life-sized toy robot with a video screen built in its stomach. Steven sees images on the screen of himself on Kembel and in 16th century Paris. The Doctor warns Steven that this a hypnotic screen and realises that they are in the world of the Celestial Toymaker, and the screen is a trap designed to let him get into their minds. The Doctor explains that the Toymaker is an evil force that traps people and turns them into his playthings. Dodo notices that the TARDIS is now no longer in the room. The Toymaker appears and tries to get Dodo to watch the screen, which shows her on the day her mother died. Dodo suggests they escape in the TARDIS, which prompts the Toymaker to show them hundreds of TARDISes on his screen, saying, "Take your pick", before vanishing with the Doctor. The two clowns appear and first begin to entertain Steven and Dodo, but the Toymaker returns again and explains that the two clowns are to act as their opponents. In order to win the TARDIS back, they must beat the clowns in a series of games. Every time they win they will get a TARDIS from the number of copies he has made in hope that it may be the genuine article. If they lose, they are forced to stay forever. Faced with no choice, Steven and Dodo agree. In the depths of the toyroom, the Toymaker alludes to a time when the Doctor has been here but left before the Toymaker could engage him in competition. The Toymaker explains that he specifically brought the Doctor to his world because he's been bored, and if he can trap the Doctor, he'll have a brilliant mind to play against for all time — unlike Steven and Dodo who will be kept here as toys if they lose. The game he assigns to the Doctor is called the Trilogic game. This is a series of 9 blocks piled in ascending order using two other points on the board. The Doctor has to rearrange them in that exact order on point C. He can only move one block at a time and cannot put a larger block on top of a smaller block. The Toymaker tells the Doctor he has exactly 1023 moves to complete the game; one wrong move, and he will lose and be kept there forever. He points out a counter to keep track of how many moves the Doctor has taken. He tells the Doctor that he specifically chose this game as he feels travelling has made his mind old, lazy and weak. When the Doctor argues with this, the Toymaker says it was easy enough to trick him into leaving the TARDIS this time compared to his last visit. Steven and Dodo, meanwhile, are pitted against the two clowns, called Joey and Clara, in "Blind man's buff". One teammate will move around an obstacle course blindfolded, being guided only by coded buzzes from her partner. If the blindfolded person falls over, they lose. The obstacle course consists of a swing, stepping stones, a plank, a tube and a ladder. The Doctor tries to call out to warn Steven and Dodo about the game, but the Toymaker cuts him off, and, as punishment, makes him intangible once more (except for one hand, so he can still play his game). Joey goes first and effortlessly succeeds. Steven goes next, but has a hard time, especially because Joey has moved some obstacles around. Steven seems to fail, but they inspect Joey's blindfold, and it's see-through, meaning the clowns had been cheating all along. They demand a re-match, and this time Joey falls, and the two clowns collapse lifelessly. A TARDIS appears, but it's a fake, containing only a door behind it. Steven and Dodo find a piece of paper with a riddle on it: "Four legs, no feet; Of arms no lack; It carries no burden on its back; Six deadly sisters, seven for choice; Call the servants without voice." They move on through the door, leaving Joey and Clara — who have now reverted back to dolls — behind. Steven and Dodo move on through the false TARDIS into the next room, which contains different sizes and shapes of chairs in two adjoining rooms — three in one room, four in the other. The decide that the first lines of the riddle must correspond to the chairs they see in this room. The Doctor watches this unfold and, apparently familiar with the Toymaker's games, cries out, "It's chair number —" but he is cut off by the Toymaker before he can give them the answer to the game. The Toymaker takes away the Doctor's ability to speak and commands him to continue his game. He picks up a deck of cards and declares that he will send the Hearts Family to play against Steven and Dodo next. Dodo and Steven are visited by the Toymaker, who informs them how he deals with cheaters by letting them know what state the Doctor is in. Dodo tries to point out the Toymaker's hypocrisy, but he disappears. The pair are joined in the chair room by people dressed as the King, Queen, and Knave of Hearts, as well as the Joker. They realise that the line from the riddle they found earlier, "Six deadly sisters, seven for choice", means one chair is the correct choice and the other six are deadly. The King and the Queen keep interrupting and distracting Dodo and Steven, so they go to the next room, with Steven convinced they are imaginary products conjured up by the Toymaker. In the next room they find three TARDIS shaped cabinets and one TARDIS they assume to be theirs. Inside the fakes they find seven dolls, correctly assuming them to be the "servants without voice". Steven tries to command the dolls with his voice but to no avail, so they decide to place them on the chairs. As they attempt to do this the King and Queen return. Again Steven calls them imaginary, but they prove that they are real as well — equally as trapped by the Toymaker as Dodo and Steven are. They will gain their freedom if they win at the game. The King and Queen see the dolls and demand they be shared, so Steven and Dodo hide three of them, and the four players take one doll each. They split up between the rooms, and each tries a chair. The King puts his doll in a chair, and the chair shakes violently until the doll's head falls off. In the other room, Dodo throws her doll into a chair, and it is electrocuted. Steven tries another, and a blade cuts the doll in half. Back in the main room the King puts the last doll into a chair, and both chair and doll simply vanish, leaving just two chairs in their room. The King and Queen hatch a plan to use the Joker to sit on one of the chairs to ascertain if it's the right one. Steven and Dodo have one chair left in their room but left the extra three dolls in the room the King and Queen are in. Dodo hears the King and Queen coming and plans to sneak out to get them; however, when the King and Queen wake the Joker, Steven sees through their plan and tries to stop them. Steven heads for the other room, and Dodo sits down in the remaining chair. In the main area of the Toyroom, the Toymaker taunts the Doctor, now on move 690, telling him Dodo has chosen the wrong chair — the "freezing" chair. Steven notices and rushes to Dodo. She says she suddenly feels cold and cannot move. Steven forces Dodo to concentrate on him and eventually pulls her free from the chair. Meanwhile, the King and Queen try to convince the Joker to test a chair for them, but he catches on to their plan when the Knave laughs at his stupidity and runs away. Unable to agree on who should try a chair next, the two sit in one of the two remaining chairs together. For a moment, nothing happens, and it appears they have won, until the chair suddenly collapses on them. Dodo and Steven enter and realise there's only one chair left and sit in it, winning the game. The TARDIS lights up, but it's another fake. Recalling that they haven't solved the entire riddle, they try to "call the servants without voice" and call the remaining three dolls to them. Just then, the police box telephone rings. Steven answers, and it is the Toymaker, delivering the next clue: "Hunt the key, to fit the door; That leads out on the dancing floor. Then escape the rhythmic beat; Or you'll forever tap your feet." There is a click, and then a dial tone. They notice the King and Queen have become playing cards once more. As the two continue on, the three remaining dolls come to life and start to pursue them. The Toymaker congratulates the Doctor on his choice of companions and decides they have earned some amusement. He selects Sergeant Rugg and Mrs Wiggs. Steven and Dodo are at the next door, but can find no way in. Dodo is frightened at the appearance of the "servants without voice". However, the door suddenly opens on its own, and they go inside to discover a large old-fashioned kitchen populated by the familiar-looking Rugg and Mrs Wiggs. Mrs Wiggs directs them to the Dancing Floor, but the large oak door that separates them from it is locked. Though Steven is getting thoroughly annoyed at the characters sent at them, whose only job appears to be to "get his goat", Dodo appeals sweetly to Rugg. He helps them realise the game is "Hunt the Thimble"; the key to the door is hidden somewhere in the kitchen. The Toymaker complains that the Doctor is not playing quickly enough and orders the advance of his game twice, to move 813. Steven and Dodo discover a third character asleep in the kitchen, who looks uncannily like the Knave of Hearts. This character is stuffed into a kitchen boy's uniform. Dodo again appeals to Rugg, and he chivalrously helps her and Steven search for the key. Mrs Wiggs is getting more and more irritated at the three of them tearing apart her kitchen. She eventually loses her temper, even at Rugg, at the shattering of some of her plates and cups. Rugg and Mrs Wiggs quarrel violently, while the kitchen boy wakes and takes refuge under a table, but Steven tries to keep Dodo on task. Soon food is thrown around, whereupon Dodo tries to reconcile the two, unsuccessfully. Steven catches the kitchen boy trying to escape and tries to force him to tell him where the key is, but the kitchen boy escapes and locks himself in the pantry. As the food fight continues, Rugg threatens a pie that Mrs Wiggs has made. She becomes very concerned and demands he put it down. Dodo realises that's one place they haven't looked, and when the pie is smashed on the ground, she finds the key in it. They open the door and go inside. The Toymaker appears and angrily confronts the characters, exclaiming how they have wasted their "chance at life". He commands them to prevent Steven and Dodo finding the next TARDIS, or he will break them like the plates. To demonstrate this threat, he shatters the last remaining plate. Steven and Dodo arrive on the Dancing Floor to witness three ballerinas performing a dance. They see the TARDIS at the opposite end of the floor but realise it can't be so easy to get there. When they place their hands curiously over the floor, music plays and the dolls begin to dance. As Rugg and Mrs Wiggs enter, having "made up", Steven makes a dash for it, but once the music starts, he is forced to dance, and the dolls surround him. Soon Dodo is pulled into the dancing, while Rugg and Mrs Wiggs scheme to get to the "big cupboard" first. As Mrs Wiggs begins to dance, the dolls change partners. Rugg finds he cannot resist and is soon dancing as well. Steven eventually becomes Dodo's partner, and they successfully jump off the floor and into the TARDIS as Rugg and Mrs Wiggs dance on, left — as the rhyme says — to "forever tap their feet". The TARDIS is another fake. Dodo is firmly convinced that these characters are alive, but Steven is doubtful. Meanwhile, the Doctor is pleased with his companions, laughing despite the Toymaker being the only one who can see him. The Toymaker is livid with his "too human" characters. He takes out a Cyril doll, an "innocent, fat, jolly schoolboy" who he thinks will lull Steven and Dodo into a false sense of security. Steven and Dodo find the way out of the cupboard and another message: "Lady luck will show the way; win the game or here you'll stay." As they emerge from a passageway, Dodo screams when Cyril appears in front of them. Steven thinks he's seen Cyril before, and Cyril confirms this: he was previously the Knave of Hearts and the kitchen boy. As Cyril shakes Steven's hand, Steven is shocked by an electrode and pulls away; Cyril giggles mischievously. As they realise the Doctor has reached move 902, Cyril directs them to the next game, which will be played against him. The last game is "TARDIS hopscotch". Each player rolls a die at his turn and moves the number of triangles indicated. First to reach the TARDIS is the winner. Steven is very suspicious at the apparent simplicity but is pleased at the 2-to-1 odds. Cyril warns that the area between the triangles is electrified. The Toymaker taunts that Cyril hates to lose, so he makes sure he never does. He pushes the Doctor's game to move 930. He further taunts that Steven and Dodo's places in the dolls' house are prepared; sure enough, there are chairs inside labelled "STEVEN" and "DODO". Dodo is allowed to go first, then Steven. When Cyril plays, he sweetly informs them that if anybody lands on an occupied triangle, the first player must return to the start. After one turn, Steven is ahead at triangle 7, having been given a free move by the die indicator. But Dodo's next turn lands her on Steven's triangle and sends him back. To add insult, the die indicator tells Steven he loses a turn. The Doctor is removed from his ban of silence by the Toymaker and confidently states that his concentration will not be broken now. Cyril appears behind Dodo wearing a gorilla mask, frightening her. In so doing he has landed on her triangle. Steven threateningly moves towards Cyril, but Cyril calls him a cheater for moving when it wasn't his turn. Steven and Dodo both must now go back to the start. Steven has had enough and tries to go on, but he runs into an invisible barrier and the Toymaker appears, saying that the barrier yields only to those who play the game by the rules. With no choice, they both jump back to the start and as they do, Cyril nails Steven with a slingshot. Steven rolls a six, but in his haste his momentum almost carries him onto the electrified floor. He asks if he gets a second turn for a six, but Cyril indignantly dismisses that idea: "Eh? Certainly not!" The Doctor is pushed forward to move 1000. Steven loses another turn. Dodo rolls a much-needed six as well. Cyril needs a three to get home; he rolls a two. Then, the die indicator tells him he must move to triangle 9, putting him behind Dodo. Dodo's turn is interrupted when Cyril starts to cry, and Dodo spots blood on his foot. She goes over to help him, despite angry warnings from Steven. It turns out to be a ruse; the "blood" is really red ink. Cyril exclaims that Dodo is forced to go back to the start for moving off her triangle. Cyril is exultant at his next roll, a five; he wins! However, as Cyril reaches one of the last triangles, he slips off and straight onto the electrified floor. There is a scream, a flash and a puff of smoke as Cyril is instantly electrocuted. When the smoke clears, all that is left of Cyril is a charred doll. Steven discovers slippery powder on the triangle; Cyril must have placed it there himself to ensure his victory but fell into his own trap during his haste to reach home. They must yet play the game to the end, so Dodo (ignoring Cyril's ruling) rolls a four from her triangle and makes it home, though almost slipping on the powder herself. The Doctor has been rematerialised fully, and at move 1022 sees that he will win the Trilogic game. He activates the Toymaker's scanner to see that Steven and Dodo have won their game also. He happily goes to see if the real TARDIS is undamaged. Steven and Dodo hear the humming of the real TARDIS and the Doctor joins them. The Toymaker continues to tease the Doctor, and the Doctor is forced to admit that the three of them could be dragged down in defeat with him. When the Toymaker appears in the flesh, Steven moves to attack him, but his strength is turned against him, and the Doctor cools his temper and orders both his friends into the TARDIS. The Toymaker offers the Doctor a chance to serve him and share in his power; the Doctor refuses and claims victory as he enters the TARDIS. The Doctor tries to take off, but the TARDIS controls fail to respond, and he re-emerges angrily to accuse the Toymaker of tampering with his ship. The Toymaker reminds him that the Trilogic game is not over; he must make move 1023 in order to leave. The Doctor moves to do so, but realises he can't, for when he does the Toymaker's world will vanish, including everyone in it. The Doctor explains to his companions that the Toymaker is immortal, and though his world may be destroyed he can merely build a new one. They must find a way to finish the game and leave safely. The Toymaker begs to be given the TARDIS, as "it would make such an interesting toy". The Doctor asks for the Trilogic game to be moved inside the TARDIS, but the Toymaker refuses and tells them they must either stay there forever or make the last move and be destroyed. Steven offers to make the move himself, sacrificing his life to let the Doctor and Dodo escape, but the Doctor refuses to allow it, causing Steven to comment that they're not going to get anywhere by trying to talk their way out of the situation. The Doctor is suddenly inspired, and after presetting the controls, attempts to orally command the Trilogic game to move forward, as the Toymaker had done. His first attempt fails, but then the Doctor imitates the Toymaker's voice and the move is made. He instantly commands Steven to throw the master switch, and the TARDIS safely dematerialises as the Toymaker's world ceases to exist. They celebrate with a bag of sweets, given to Dodo by Cyril. The Doctor puts one in his mouth but suddenly yelps in pain and grabs his jaw. Three strangers, Ike, Phineas, and Billy Clanton, arrive in Tombstone with one thing on their mind: revenge for their brother's murder at the hands of Doc Holliday. Little do they know they are not the only strangers in town. The Doctor and his companions materialise in a nearby lot. The Doctor emerges from the TARDIS with toothache. Steven and Dodo are overjoyed to discover they are in the "wild west", but the Doctor is unsure if this is the place to fix his teeth. Steven and Dodo go back into the TARDIS to change. Meanwhile, the Clantons meet Seth Harper in the Last Chance Saloon. They talk about their vendetta against Doc Holliday and are overheard by the barman, Charlie, and the singer of the saloon, Kate Fisher. When Steven and Dodo emerge they are dressed as fancy dress cowboys. Steven tries his best impression of a cowboy, boasting about being "the fastest gun in the west". This is overheard by the local marshal, Wyatt Earp, who takes his shtick as serious and takes him into custody to protect him against Doc Holliday, who will not take kindly to such boasting. Kate Fisher, who is Holliday's lover, goes to warn Doc, who has just set up as a dentist. Doc refuses to leave, despite Kate's insistence. They are visited by the town's sheriff, Bat Masterson, who warns Doc against causing any trouble. As Masterson leaves Doc's surgery, he encounters Earp with the Doctor and his companions. By this time the Doctor has worked up a story: he is Doctor Caligari, a travelling player, with his piano player, Dodo DuPont, and singer, Steven Regret. The Doctor enquires if there is a nearby dentist for his toothache. He is directed to Holliday. When the Doctor sees the primitive conditions he tries to back out, but Dodo convinces him. They agree to meet at the saloon. The Doctor enters and interrupts Holliday and Kate mid-clinch. He tries to use this as an excuse to leave but is sat down by Holliday, pleased to have his first customer. The Doctor asks for some sort of anaesthetic. He is offered alcohol or "a rap on the cranium". He rejects both. In the Last Chance Saloon, the cowboys are getting restless and begin to shoot bottles from behind the bar. This is interrupted by Steven and Dodo, who come in to reserve some rooms. They sign themselves in as a singer and a piano player — something that interests Charlie on account of his last piano player being shot. As Stephen and Dodo go up to their rooms, the Clantons and Seth overhear them mentioning "the Doctor", whom they take to be Holliday, and assume Steven is working in cahoots with Holliday. Seth is charged to go and seek out Holliday whilst Billy is told to convince Steven and Dodo to come and join them in the saloon. Back at the dentist, the Doctor has had his tooth pulled, and whilst Holliday is in the back room, encounters Seth. Seth greets him with "Doc?" to which the Doctor responds, "I am, yes." Seth then asks "Holliday?" The Doctor, imagining himself to be on a sort of a holiday, misunderstands and responds with the affirmative. Thinking he has found his man, Seth orders the Doctor to be in the saloon in five minutes. This has all been overheard by Holliday, who seizes the opportunity to get out of his situation. He equips the Doctor with his own gun and sends the Doctor on his way. Seth returns to the bar, and the Clantons force Steven and Dodo to perform a song. Dodo plays the piano while Steven sings "The Ballad of the Last Chance Saloon". The Clantons and Seth ready themselves to shoot Holliday as he comes through the door. Outside, the Doctor approaches the Last Chance Saloon. Back at the dentist surgery Doc Holliday gloats that he is setting the Doctor up for a fall. He wonders why Kate isn't answering him and discovers that she has left heading towards the Last Chance Saloon. Steven and Dodo are still singing and playing the piano when Kate returns and orders Dodo off her piano. She distracts the cowboys by singing to them while Steven plays. Dodo leaves to her room in a mood because of the attention Kate is giving Steven. The Doctor enters and, through a number of misunderstandings, is believed to be Holliday. The Doctor realises their mistake, seemingly remembering the name of the Clantons, and tries to explain. Holliday enters the saloon through a back door and stands on the stair case, listening to the proceedings. The Doctor fails to convince them. Whilst the Doctor brandishes his gun, Holliday fires in such a way to knock Harper's gun from his hand. Kate takes control and orders the four men up against the piano whilst the Doctor holds his gun still. Hearing the shot, Dodo comes down to investigate but meets Holliday, who escorts her back to her room. Wyatt Earp and Masterson enter and try to find out what has happened. They arrest the Doctor and lead him from the saloon, allowing the cowboys to continue thinking the Doctor is Holliday. With the Doctor gone the cowboys turn on Steven. Kate joins Dodo and Holliday in her room where they plan on waiting until the trouble has died down, despite Dodo's distress at the arrest of the Doctor. The Doctor has been locked in a gaol, with Earp suggesting that it is safer with his status as a wanted man. Masterson agrees with the ploy; having the Doctor in prison means that the Clantons and Harper will think Holliday is locked up. Earp goes out to find the real Holliday. In the saloon, Steven tries to convince the others of the Doctor's innocence, saying that if he had the Doctor here he could prove it. The cowboys take this to mean that he is proposing a prison break and agree to back him up. Upstairs, Doc is thirsty, and Kate reminds him he left a bottle in his dentistry. He says that he'll sneak back. On arriving at the dentistry, Earp is there and orders him to leave town before the morning. Earp will tell the Clantons the truth tomorrow morning. He explains that Pa Clanton and his sons are rustlers and that he is biding his time before he and his boys run them out of his town. In the saloon, the Clantons and Harper tell Steven to pass a gun through the gaol-house window to the Doctor with which he can force his way out. They'll wait outside to "welcome him back to society". Steven agrees. Phineas follows him, just in case he makes a run for it with "Holliday". Dodo asks Kate if she really intends to marry Holliday, an outlaw. Kate replies that she has met many outlaws and that Holliday is the best of the lot, "a real gentleman". Holliday arrives and tells Kate that they have to leave. Earp is gunning for him and he doesn't want to kill a friend. Steven gives the Doctor the gun through a window, telling him that the Clantons still think he's Holliday. Once he has gone, the Doctor hands the gun to Earp, asking him to meet Steven outside in his stead and to tell him he wants to remain in gaol as it's the safest place for him. In the saloon, the Clantons incite the locals to violence, telling them to break "Holliday" out of gaol and hang him from the nearest tree. Phineas brings Steven in, whom he found running away from the saloon, and they tie him up, saying that if the Doctor refuses to leave gaol they will hang Steven instead. Kate has got her stuff together ready for departure when they see the mob pass with Steven from an upstairs window. Doc makes his way downstairs, and Kate calls after him. Hearing the name "Doc", Harper, who has been left behind, enquires if he is Holliday. He says yes and draws his gun faster than Harper, shooting his opponent. Doc tells Kate to ready three horses, planning to take Dodo with them when they leave. Dodo is unsure, but finally complies and they leave the saloon. Earp and Masterson let the Doctor out of gaol to see the mob gathers outside. The Clantons announce that they want "Holliday" within two minutes, or Steven will be hanged. The Doctor tries to leave, but Earp and Masterson hold him back. Earp says he has a plan and disappears around the back. Billy Clanton fronts up to Masterson as the sheriff pulls a shotgun. Just as they're attaching the noose, Earp attacks, knocking Phineas out. He frees Steven. Realising they're caught in the crossfire of Earp and Masterson, the mob disperses. The bartender, Charlie, arrives and tells the Clantons that Harper is dead, shot by Holliday in the saloon. The Clantons confront Earp, who admits he knew the Doctor wasn't Holliday. Earp threatens them until they leave. Charlie, Earp, Masterson and Steven carry the unconscious Phineas into the gaol. The Doctor says goodbye to Earp and Masterson and says he and Steven intend to leave in the morning. In the saloon, Pa Clanton tells his sons that he wants to hire Johnny Ringo to help them fight Earp. His sons protest, but he does not think they are capable. They leave. Steven and the Doctor return to the saloon, and Charlie tells them that Dodo left with Holliday. The Doctor claims that Holliday is his friend, recalling how he removed his tooth. They then retire to their rooms, intent on seeking Holliday out in the morning. Doc, Kate and Dodo find a place to sleep, but Kate wants to continue as they are still near Tombstone. Doc says he doesn't want to be too far away as when the Clantons and the Earps meet he wants to be nearby to help his friend. Dodo is pleased with this as she states that she needs to return to the Doctor as soon as she can too. As Doc leaves to get food, they hear gunfire and he returns. He ran into an old friend who has now "lost his appetite". Meanwhile, Ringo enters the saloon and talks to Charlie. The barman tells him that the Clantons want help dealing with Earp but Ringo already has a target, Doc Holliday. Charlie tells him that they're also after Doc but Ringo wants to kill him on his own. Charlie promises that he wont tell anyone. Ringo agrees and shoots him dead. In the morning, Dodo asks Doc if he is going to return her to the Doctor today. He says no. Angered, Dodo takes his gun and threatens him. Doc agrees to take her home and asks Kate to stay. Realising Doc had a gun and was about to shoot her, Dodo faints. Steven and the Doctor come down into the bar in the morning and find the dead Charlie with Johnny Ringo sitting calmly at the table. The Doctor asks Ringo to wait in the bar for Earp to investigate, but Ringo claims that only Holliday would shoot an unarmed barman. Steven tells Ringo they also seek Holliday. Ringo suspects they want him dead too, and the Doctor denies any intention to kill him. Ringo invites Steven to ride with him after Doc and he agree. At the gaol, Wyatt's youngest brother Warren has come with bad news: his other two brothers are too busy to come and help Wyatt. Wyatt says that this is no good and says that Warren is too young to fight. The Doctor visits the gaol and tells Earp that Steven has gone after Holliday with Ringo. He points out that photos of Ringo are all over the gaol on wanted posters. Wyatt is concerned that Ringo may side with the Clantons and goes out to search for him with Masterston. He leaves Warren in charge. Ringo and Steven split up and search for Holliday at the saloon where he stayed. Ringo finds Kate, a former girlfriend of his. She lies, telling him Holliday was headed for New Mexico with Dodo, with whom he has run off. Ringo tells Kate that he's taking her back to Tombstone as revenge for him spurning her. She refuses, but he threatens her at gunpoint. In the gaol, Phineas taunts the young Warren Earp. Ike and Billy Clanton enter and threaten him into opening the cell. Warren tries to grab his gun. Billy shoots him. They free Phineas and leave. In the saloon, Masterson, Earp and the Doctor cover Charlie's body. Masterson works out that Ringo killed him, but Earp reckons that the Doctor may have had a hand in it. Rather than being accusatory for this act, he recollects how useful and powerful was when the Doctor disarmed the Clantons the first time he met him. Earp deputises the Doctor, giving him a badge and a gun. Again the Doctor shows distaste at being given a firearm. Virgil Earp enters unexpectedly and offers his support in the fight against the Clantons. Masterson and the Earps leave. The Doctor remains in the saloon. The Clantons return to Pa and find Ringo there with Kate and Steven. They boastfully tell Pa about killing Warren, and he tells them that it really is war now. However, Warren is alive barely. His brothers tend to him in the gaol. He tells them it was a Clanton who shot him, then he dies. Wyatt is furious and tells Virgil to inform the Clantons that they'll meet at dawn, at the O.K. Corral. Masterson tries to convince him that this isn't the way of the lawman. Earp renounces the law. Steven plans to escape to warn the inhabitants of Tombstone about the Clantons, but Kate warns him against the futility of this. The Clantons hear Virgil approach, and Ringo recognises him as the marshal of Dodge City. Virgil gives them his message and asks Steven whose side he is on. Steven tells him he supports the Earps but cannot leave as Pa threatens him. Ringo, who hid upstairs during the talk, returns and lays out a plan to use the Clantons as bait and ambush the Earps from behind while the Clantons go in from the front. Back at the gaol, the Doctor tries to reason with Earp, but his protestations fall on deaf ears. Virgil returns and tells Earp that Kate and Ringo's horse were there. He also informs the Doctor that Steven is there. The Earps figure Ringo is siding with the Clantons. The Doctor tells them they cannot take on both the Clantons and Ringo, but as he does so, Doc enters and announces that they won't have to. When asked by Wyatt why he has returned, he says a girl forced him to at gunpoint. A celebratory Dodo walks into the gaol and embraces the Doctor. Virgil refuses to fight alongside Holliday due to the fact he is an outlaw, but when Doc is told that Kate is with them, he insists. With Doc back, the Doctor hands over his gun and badge, happy to be rid of them. Doc suggests that if Ringo is involved there will be a tactic. He plans to hang back to observe anything Ringo may be trying to pull. Later that night Dodo and the Doctor are in the saloon when Masterson enters and asks the Doctor to talk the Clantons out of the fight. He is persuaded that it is the only way of avoiding bloodshed and to allow justice to take its course. The Doctor is given his badge back by Masterson and sets off. Despite the Doctor's best effort, he arrives at the Clanton ranch after the departure of Ringo and the Clantons. Steven tells the Doctor of Ringo's plan to circle around, and the Doctor tells Pa that they predicted Ringo would side with the Clantons and that Holliday has joined the Earps. Pa is furious to discover that he has been lied to by Kate. The Clantons and Ringo arrive at the OK Corral whilst the Earps leave to face them. Masterson tries to persuade Earp one last time. The Earps and Clantons meet and the latter open fire, hoping that they can stop the Earps. Once in range, the Earps also fire. Away from the main fight, Ringo comes across Holliday approaching the fight and is about to shoot Doc when Dodo runs over and alerts him. Ringo takes Dodo hostage while Doc takes cover. He forces Holliday to drop his weapon. Doc throws his weapon down. As Ringo goes to retrieve it, Dodo pushes him down. Doc pulls another gun and shoots him. Holliday tells the dying Ringo he though he would do better. "I will, next time," Ringo says, then dies. Holliday regroups with Wyatt, telling him Ringo's dead. Billy makes a move to kill Doc, but he misses and Doc kills him instead. Virgil hits Phineas, who dies shortly after. Ike, the only man left to oppose the Earps and Doc, tries to run. Doc corners him and Ike fires his gun, only to find that it's empty. Doc and the Earps kill Ike. Some time later, the Doctor and Doc are walking together with Dodo, Steven and Kate. He questions Holliday's reason for leaving. Kate and Doc unveil a wanted poster Masterson has released with Holliday's face upon it. Holliday claims that Wyatt is no longer a lawman, having been involved in the fighting. He gives the poster to the Doctor and then leaves with Kate. The Doctor insists they leave in the TARDIS — much to the disappointment of Dodo. The TARDIS is now in a different setting, and its crew are dressed differently, discussing where they have arrived. Inside, the Doctor tells his companions that he knows exactly what their new destination is: the far future in an age of prosperity. As they leave the TARDIS, the scanner shows a savage figure appearing on the crest of a hill. The Doctor is exploring the bleak scrub land outside the TARDIS on this new vista. He takes with him an instrument with which he is investigating his surroundings. Steven is concerned at the length of the Doctor's absence, but Dodo dismisses his worries. Dodo and Steven argue, which causes Steven to go off and search for the Doctor. The Doctor is being watched, as he tells himself his friends will be in for a surprise. He hears Steven calling for him but ignores it tetchily. Back at the TARDIS, Dodo suspects she is being watched. Unseen behind her, a group of primitive-looking men are observing her. Eventually she spots a man in animal skins with an axe approaching her. She screams, bringing Steven back and causing the man to scrabble out of sight. Steven surmises they must be well in the past, and the Doctor must be mistaken. The Doctor is certain where he is. As he continues to walk, two hiding savages, Chal and Tor, discuss this new creature: he is not of their people, but he doesn't carry a light gun. They decide to kill him. The Doctor calls out to whomever is hiding, saying he means no harm. To his surprise, two other figures are alerted by his presence: two soldiers, Captain Edal and Exorse. They welcome "the Traveller from Beyond Time", as they call him. They explain that he has been expected for many years. They are disturbed to find him carrying a weapon (the Doctor corrects them, showing them his reacting vibrator, a scientific instrument). The pair seem surprised the Doctor has companions, as they were not expecting anyone to be travelling with him. They insist he accompany Edal to the Elders of their city, while Exorse is instructed to find and bring the Doctor's friends. Steven, still on bad terms with Dodo, accuses her of imagining the man. As he says this, a spear is thrown at Steven and Dodo. As more savages appear and attack, they make a dash back to the TARDIS. They are met by Exorse, at which point the onslaught halts. He accompanies them to the city to be reunited with the Doctor. The Doctor is met by the Elders' leader, Jano, and his councillors, who greet him like an old friend. Jano shows how they have charted the Doctor's voyages and tells him they wish to bestow upon him the office of a High Elder. He is offered robes of office, and they exchange compliments. Steven and Dodo arrive and are welcomed and presented with gifts: Steven, an ornate dagger, and Dodo, a jewel-studded mirror. As Steven and Dodo are led off on a tour, Jano has many questions for their honoured guest. Edal, suspicious of these new arrivals, begins patrol with Exorse. Chal sends a young girl, Nanina, to the caves to warn their people the hunt has begun. Steven and Dodo are accompanied by Avon and Flower, who guide them through the city. The whole of the city is artificial. They explain to the travellers that, though they never go outside and have no concept of "real" things, they are allowed to develop and become what is best for each person. However, Flower expresses some regrets with regards to not being allowed to know how the city is run. Nanina runs into Exorse. She hides but is finally caught by the soldier. He fires his light-gun, which seems to imprison and control her. He directs her out and leads her away. Chal appears and offers himself in her place but is ignored. The Doctor questions the Elders on how they have become such an advanced society. Jano explains they have learned to tap life's vital force and transfer the energy directly into themselves. Energy, explains Jano, can be transferred directly to a member of their community when needed using a process he describes as "animal vitality". On the outskirts of the city, Nanina is being directed further into the buildings. As their tour continues, Steven gets more and more impressed with how the city is run, but Dodo is sceptical. She asks about the savages and is all but ignored by her tour guides. She is also blocked from going down a certain corridor in the city. Loitering behind, Dodo sees Nanina being led into a diamond-shaped entrance and tells Steven. She wants to go off on her own, but Steven keeps her with the tour. Senta, a scientist, is in charge of the energy transfer process and is just finishing one when Exorse arrives. He releases a savage from the lab, and the half-conscious man is led down an exit corridor. Senta and Exorse engage in conversation about their new guests. Dodo slips away from the tour through a door that she sees Exorse using on his exit. She comes across the savage Senta was draining, wide-eyed and stumbling, and his arms reach out towards her. The savage drags himself past Dodo. A door at the end of the corridor opens, but he collapses. Dodo helps the savage outside. Chal and Tor are outside the door waiting. Dodo is shocked by the appearance of the men and goes back inside as the door closes. In the laboratory, Nanina is being connected by Senta and his assistants for energy transfer; they ignore her cries and pleas. Dodo listens from outside. They put Nanina in a glass cubicle which fills with a gas which extracts her vitality. Senta refers to this process as vaporisation. Steven, Avon, and Flower continue to search for Dodo. Steven runs to find the Doctor, but the Doctor and Jano assure him that nothing could happen to her inside the city. Steven is unsure and continues the search. Following the sounds of machinery, Dodo enters the laboratory and is detained by the scientists, who believe she must be there for transference. Edal has joined Steven's search. Steven wants to search down the corridor with the laboratory, but Edal prevents Steven. Edal goes himself. Dodo fights back, surprising the scientists, and threatens to smash some of the vital equipment in the laboratory if they don't back off. Senta is called to deal with Dodo. They realise that she is one of the travellers, and Edal arrives to escort her out of the laboratory. Meanwhile, the scientists have forgotten about Nanina, almost killing her. She is released in just the same way as the previous savage. Steven and Dodo are reunited. Dodo is curious as to what was happening in the laboratory but is knocked back by Edal, who says they must be taken to the Elders. Avon and Flower are told to wait for the guards, as they will have to answer to the Elders for their negligence in allowing Dodo to wander off. Avon tries to take the blame so as to protect Flower. The two are left and are very worried about their fate. Dodo and Steven are reunited with the Doctor, who shrugs off Dodo's inquiries as to the vaporisation process. The Doctor offers to show Jano files about his time travels, and all three travellers return to the TARDIS. Edal reports to Jano. Jano is very concerned as to what Dodo has seen and also says he is concerned about the Doctor. Jano orders Edal to follow the Doctor. Once alone the Doctor confides he doesn't trust the Elders, hence why he didn't listen to Dodo whilst they were present with him. The three of them come across the man Dodo met in the lab, and the Doctor realises that the savages are the source of the Elders' power. Steven and Dodo return to the TARDIS to fetch medicine for the savage whilst the Doctor remains to care for him. Edal interrupts this and roughly orders the savage away, revealing his contempt for them. The Doctor angrily insists that he leave the dazed man alone. Edal forces the Doctor at light-gunpoint to return to the city. Steven returns with the medicine for which the Doctor asked, but he is nowhere to be found. The capsules contained within the container are given to the savage, and he begins to recover. A group of savages watch and approach, spears ready. Tor, thinking that Steven and Dodo are from the city, wants to attack, but Chal warns against that. As they get closer, Tor calls for the attack and the savages break out of the undergrowth. Wylda, the injured savage, stops the party from harming Steven and Dodo, explaining that they were caring for him. He also tells them that the Doctor was taken. The Doctor confronts the Elders and condemns them as a threat to common humanity. Jano says the Doctor is standing in the way of human progress, and all progress is based on exploitation; the Doctor calls it protracted murder and compares them to the Daleks. The Doctor is given over to Senta. In the outside world, Steven and Dodo try to incite the savages into an uprising, but Chal explains that this is futile due to the light guns. He also informs Steven and Dodo that the Doctor will be vaporised just like they were. Edal leads the Doctor to the laboratory and introduces him to Senta. When he tells Senta that the Doctor is to be his next victim, Senta is unsure and warns it has never been tried on a higher form of life. The Doctor tries to force his way past Edal but is captured by Edal's light-gun, strapped to a gurney, and wheeled into a cubicle. The experiment begins, but the readings appear too high. Senta and his assistants begin to worry, and Senta is on the verge of calling off the experiment, but it soon begins to be extracted in mammoth proportions. Senta announces that this is their greatest success as the assistants continue to call of the readings. Senta looks to the cubicle and sees the Doctor lying motionless on the gurney. Jano is highly pleased at the success of the experiment and realises that the other time-travellers will make excellent sources as well. Edal is ordered to find and bring back Steven and Dodo. Chal and the savages decide to protect the two strangers, as they have heard the guards are hunting them. They warn Steven and Dodo that the Doctor will never be the same again after the transference procedure. Back at the laboratory Jano orders the intransference of the Doctor's energy into himself. Senta tries to talk him out of it, but Jano frames it as an act of personal bravery and scientific exploration. The savages have heard that Exorse is near and are left with only one possibility: to enter the caves, an area that even the guards are too scared to enter. Tor is concerned that this will provoke the guards into entering their only remaining place of safety but is overruled by Chal. Inside the caves, Nanina is recovering. Steven and Dodo marvel at the beauty of the carving and painting on the cave walls, and Chal laments that most of their talents have been taken from them by the process of transference. Exorse arrives at the caves and orders the strangers outside. Chal takes Steven and Dodo to hide inside the many passages of the cave; though there is no other way out, Exorse will have to find them. The guard reluctantly enters the cave and threatens Nanina and Wylda and eventually forces one of the savages to tell him which way the strangers have gone. As Exorse moves down the passage, he hears the footsteps of his victims ahead of him. Steven attempts to provoke Exorse into rash actions through name-calling. He also asks Chal how the light-gun works. Chal explains that it is a liquid light beam that controls you when it comes into contact with your eyes. Steven asks if it is capable of being reflected. When he receives an answer in the affirmative, he stops their fleeing and hides. As Exorse rounds the corner and fires at them Steven uses the mirror that Dodo was given by Jano to fire the beam back at Exorse, forcing him under Steven's control. As he leads Exorse back into the main section of the cave, he is praised as a god by the savages. In the city, the Doctor is led to the guest apartments to recover. In secret, Senta performs the intransference on Jano. In the cave, the companions and the savages plan what to do next. Tor suggests that they kill Exorse as revenge, but Chal overrules him. Chal hands all decision-making power over to Steven. Steven plans to use his light-gun to get into the city and asks Chal to show them a way in. Tor and Nanina stay to guard Exorse. As soon as Steven, Dodo and Chal leave, Tor tries to kill Exorse, but Nanina prevents it. Exorse is grateful. Steven captures and disables the lone guard outside the city by firing the light gun directly into his eyes. Chal opens the door. Steven and Dodo go inside whilst Chal hides the body. The intransference is complete. Jano does not respond to Senta immediately, but when Jano emerges from the intransference, he is a rather different man — he has taken on some of the personality of the Doctor. Jano alternates between sounding like himself and the Doctor; he also slips into believing he is actually the Doctor — referring to Dodo and Steven as his "young friends" and not knowing that this is his home planet. He has to stop himself from damaging the equipment. Edal and Senta have spotted Steven and Dodo on a scanner. Edal decides to set a trap for them, planning to leave the Doctor in one of the corridors for them to find. Steven and Dodo find the Doctor, but the Doctor does not speak and doesn't seem to notice them. Suddenly, the door behind begins to close, but Steven catches hold of it. Dodo helps him keep it open, and they both yell for the Doctor to go through. However, the Doctor makes no effort to move. Steven and Dodo finally collapse and the door slams shut behind them. Edal has a gas released in the corridor. He orders a group of guards to the corridor and instructs them to use the gas as cover from the light gun. Dodo spots a figure through the smoke. Steven fires at it, but the light gun's beam fails to penetrate the gas. Steven and Dodo begin to hammer on the door, but both of them begin to cough as two gas-masked guards emerge from the smoke. Steven is still frantically beating on the door as the gas begins to weaken Dodo. Despite all these events, the Doctor has not moved. The cloud of gas begins to swirl around them as Steven frantically tries to open the door. Edal emerges from the smoke and commands Steven and Dodo give up their light-guns. Dodo does so, but Steven resists. Jano witnesses the troubles of his friends via a video screen and opens the doors while Steven still has his light-gun. Dodo escapes with the Doctor while Steven tries to disarm Edal. Edal doubles back and discovers Jano at the security controls and accuses him of aiding the fugitives. Jano denies having released the strangers and orders that he will lead the patrol to find them. Chal seems shocked when the Doctor and his companions make it out of the city. He helps Dodo carry the Doctor to the caves; Steven remains behind to hold off the patrol. Jano splits up the patrol, intending to go on alone to the Valley of Caves whilst the rest of the guards go to the TARDIS. Edal is suspicious of Jano and goes with him. Steven engages Jano and Edal in a gun fight, more to stall them than to cause any harm. As Chal, Dodo and the Doctor reach the caves, Chal is surprised to find no-one guarding the entrance. In the caves, Nanina fights to protect Exorse from Tor, who is inciting the savages to turn against him. Nanina even goes so far as to say she will fight to save Exorse's life. This is interrupted by the arrival of Chal, Dodo and the Doctor. Steven is pursued by Edal and Jano, who are catching up with him. Jano lines his gun up to shoot him but is unable to. Steven escapes into the caves, whilst Jano and Edal wait outside. The Doctor is given the same capsules he gave to Wylda. Steven, at the mouth of the cave, lines up a shot to strike Jano, but the Doctor recovers suddenly and orders that Jano is not to be harmed. Dodo is overjoyed that the Doctor is better as they can escape to the TARDIS, but the Doctor announces that he has decided they must destroy the source of the Elders' power, the transfer laboratory, and hopes they already have a friend on the inside who will help them and tells them to expect a visitor come nightfall. Jano orders Edal and his guards to return to the city; he will bring back the Doctor and his companions. Edal agrees, but under protest. Edal returns to the city and reports to Senta and the Elders that he believes Jano has changed, and that they are betrayed. Jano meets the Doctor in the caves, and the savages are terrified at his presence. The Doctor knows it is safe, and Chal tells his people to trust the Doctor. The Doctor tells Jano that he knew Jano would take the intransference himself, and as well as receiving the Doctor's intellect he has also received a sense of conscience. Jano admits that he has grown aware of the evil that he has done and is determined to end it by siding with the savages. During this conversation, Exorse frees himself and escapes. Nanina follows and tries to reason with him, saying he owes her his life, but he leaves her. Jano and the savages march to the city accompanied by the Doctor, Steven and Dodo. At the city, Senta tells the Elders about the secret intransference, and Edal takes command. Exorse reports back to the city; however, affected by what Nanina has said, he informs that he has not seen Jano. Edal is sceptical of this and sends Exorse to the interrogators. When Exorse says that he cannot do this, Edal explains he is leader now Jano is gone. At this moment, Jano triumphantly enters the laboratory with his prisoners and has Edal removed. Sealing the doors, he asks Senta to destroy his equipment. Senta protests, arguing that the savages are not capable of the development that their people have achieved. Jano says the savages are their equals, and that he must right the wrong inflicted upon them. With Edal and the guards locked outside, Senta is powerless as Jano, the Doctor, Steven, Dodo, Chal, Tor, Nanina, and even Exorse destroy the laboratory equipment with their bare hands. Amongst the chaos, Jano and Chal agree they need to work together in the future. Edal breaks in and threatens to kill the Doctor and Steven and calls for the arrest of Jano. Jano provokes Edal, who goes to shoot him; however, Steven responds too quickly and shoots Edal using Exorse's light-gun. In the aftermath, Jano asks the Doctor to be a mediator, to help during the early days of this new community when mistrust will still be present. The Doctor refuses, but Chal knows the leader he wants: Steven. Jano agrees, but Steven is very reluctant to leave the Doctor and Dodo. With both sides asking for his guidance, and the Doctor beaming with pride, Steven accepts. Dodo runs over, crying, to hug him. Jano and Chal leave Steven to say goodbye. He thanks the Doctor for all he has done for him but does say he is a little uncertain as to whether he can do it. He meekly waves goodbye to the Doctor and Dodo and disappears through the door. Not long afterwards, on the surface of the planet, the TARDIS dematerialises with one less companion on board. The Doctor and Dodo arrive back in modern-day London, the Doctor taking care to hang an "OUT OF ORDER" sign on the TARDIS door to keep away any unwanted police. The ploy works: when a policeman approaches the TARDIS, believing it to be a genuine police box, he sees the sign and hurries away. However, Dodo points out to the Doctor that even the police could not open the door. Immediately the Doctor senses something isn't quite right about the newly completed Post Office Tower, comparing it to a feeling he previously had around the Daleks. He takes Dodo to investigate. The Doctor, posing as a computer specialist, is escorted to the top of the tower by Major Green, where he meets Professor Brett and the professor's life's work, WOTAN. Also in the room is Professor Brett's secretary, Polly. The Professor proceeds to explain how WOTAN is the most advanced computer ever made and how it will soon be linked to other computers around the world to create a central intelligence. The Doctor challenges WOTAN to give him the square root of a large number, which it does flawlessly. Dodo, hoping to stump the computer, asks it what the word TARDIS means which it also answers correctly, much to the Doctor's consternation. Dodo then becomes seemingly mesmerised by the machine. When brought back into the conversation, she complains about a slight buzzing in the ears. Polly, looking after Dodo, invites her to go to a dance club called the Inferno. Arriving at the club, Kitty, the bartender and Polly's friend, tells them that a sailor that Polly met the previous week has come into the bar every night since and sat at the end of the bar drinking and depressed. Just then, the sailor enters, and Kitty asks Polly to try to cheer him up. Polly and Dodo make a valiant attempt but finally decide to leave him to himself. Shortly after, when Polly is being harassed by another patron calling himself Flash, the sailor jumps to her defence, starting and quickly ending a minor bar fight. Dodo is then able to get the sailor's name, Ben Jackson. A taxi pulls up to the Royal Scientific Club, the location of a press conference about WOTAN. The assembled reporters learn that on the following Monday, 16 July, all other computers around the world will come under the control of WOTAN in an event called Computer Day or C-Day. After a number of questions from reporters, Sir Charles Summer, head of the Royal Scientific Club, tells those gathered that WOTAN actually thinks and has no political allegiances or any reason to lie or hide the truth. Professor Brett, who is oddly absent, is sent for by Sir Charles. Professor Brett, caught on the phone in his office, finally prepares to leave for the press conference when he calls in Major Green. The Professor informs the major that he's had the feeling all day that someone has been watching and listening to the goings on in the area. The major assures the professor that the building, and especially the area WOTAN is in, is secure. After Major Green leaves, Professor Brett prepares to go but hears a strange buzzing coming from WOTAN. Stopping momentarily, he is overcome by the buzzing, and though he attempts to fight off the sound, he quickly comes under the mental control of WOTAN. Back at the Inferno, Dodo tells Polly and Ben that she has a bit of a headache but tells them that she is really fine. When they go off to dance, though, Dodo's face shows that something isn't right. Just as Sir Charles prepares to dismiss the gathered reporters, Professor Brett finally arrives, claiming to have been unavoidably detained, but he does not seem himself at all. While he refuses to make any comment to the media (even though they haven't asked any questions), he takes Professor Krimpton aside on urgent business. Sir Charles introduces himself to the Doctor, who inquires about Professor Krimpton. Sir Charles, remarking that Krimpton is their foremost electronics expert, begins to worry that something is wrong with WOTAN and leaves to find out. The Doctor seems to have other ideas. Back with WOTAN, Major Green enters the room on his rounds and quickly comes under the control of the machine. He then calls the Inferno and places WOTAN on the phone. It takes control of Dodo through the phone, and she then leaves. Shortly after, Professor Brett returns to WOTAN with Professor Krimpton and explains to him that WOTAN has come to the conclusion that humans cannot develop the world any further and that it will take control and humans will be the servants. When Professor Krimpton attempts to leave, he is stopped by Major Green and becomes the fourth to fall under WOTAN's control. At the Inferno, Polly and Ben are looking for Dodo when the Doctor arrives. Polly tells the Doctor that Dodo had received a call about half an hour before and then seems to have left. Dodo then arrives in Professor Brett's office and is instructed to bring the Doctor so that he can be brought under the control of WOTAN. As Dodo leaves to find the Doctor, WOTAN issues his directions to Professor Brett, Major Green, and Professor Krimpton. WOTAN will decide who lives and who dies. London will be taken over first, followed by Washington and Moscow. A skilled labour force, obtained through telephone-based thought control, will be gathered in a number of points in London to construct "the machines", mobile computers. Green will determine the locations, Brett will oversee construction, and Krimpton will prepare their programming. Prior to programming preparation, though, Krimpton is instructed to assist with obtaining "Doctor Who". The Doctor remains at the Inferno until closing time. Polly prepares to call hospitals, but Dodo walks back in, claiming that the call was from some old friends and that she was just around the corner with them. As the four leave the club, Ben and Polly go to flag down a taxi for the Doctor and Dodo. Dodo, seeing fellow conspirators waiting in the shadows to grab the Doctor, begins to guide him a little way down the street when Ben and Polly arrive with the taxi. Polly decides to tag along with the Doctor and Dodo to Sir Charles's house where the Doctor is staying. As she leaves, Polly arranges to meet Ben tomorrow at the Post Office Tower for lunch. A homeless man, who had gotten out of the cab, stops Ben to ask for a little money for food, mentioning that he is planning on sleeping in an empty warehouse nearby. In that warehouse, now no longer empty, is Professor Brett, handing out blueprints for the machines that the labourers are constructing. The homeless man, upon entering the warehouse, sees the activity and overhears Professor Brett's directions. Quickly an alarm comes from a nearby computer, and Brett sends a number of the labourers to find the intruder. The homeless man attempts to leave, saying he'll find somewhere else to sleep, but he is surrounded by the men and quickly killed. The next morning the Doctor is visiting with Sir Charles and looking at the paper when he sees the picture of the homeless man in an article about his murder. While Sir Charles is only mildly interested, he brings to the Doctor an issue of two well respected scientists who work for the Royal Scientific Club who both sent letters of resignation that morning and since cannot seem to be found. Shortly thereafter Polly enters informing Sir Charles that Major Green had called her and sent her to assist Sir Charles since Professor Brett did not need her for the day and because Sir Charles's secretary was ill. Sir Charles, surprised that Major Green knew of his secretary's absence, accepts Polly's assistance for the day. As Polly heads out of the room, Dodo walks in. When she hears Sir Charles's concern about the resignation of two of his computer scientists, Dodo presses the Doctor to call Professor Brett on the phone. The Doctor agrees. Professors Brett and Krimpton are working in the office when the phone rings. Picking it up, Brett realises it is the Doctor, and Krimpton patches the phone through to WOTAN. The Doctor, still in Sir Charles's office, doubles over in pain but manages to fling the receiver aside before he can be affected. Dodo and Sir Charles assist the weakened Doctor to a nearby chair, and Sir Charles leaves to get some water. Dodo, believing that the Doctor is now under WOTAN's control, begins to give the Doctor WOTAN's instructions. The Doctor quickly shakes off the effect of the call, but he is still confused as to what happened. As Polly and Sir Charles return with water, Dodo remarks that the Doctor did not receive any instructions. When Polly asks what happened, the Doctor realises that the problem was not with the phone but with something in Professor Brett's office. The Doctor orders Dodo to stop, which she does, and then realises that she has been hypnotised. The Doctor uses this power to send her to sleep. The Doctor informs Sir Charles and Polly that Dodo will sleep for about 48 hours and afterward will need quiet and rest. Sir Charles agrees to have Dodo taken to his country estate where his wife will care for her and turns to ask Polly to make arrangements, but she has already left the room. The Doctor then begins to wonder what the "strategic points in London" that Dodo mentioned might be. In a customs shed near the airport and in a large factory, parts for WOTAN's War Machines are being unloaded and constructed. Back in the warehouse, one of the machines is powered on, and Major Green arrives to test its destructive capabilities on one of the labourers, who is immediately killed. At the Post Office Tower in Professor Brett's office, WOTAN inquires to the location of "Doctor Who". When it is suggested that Dodo may have failed in her attempt to procure the Doctor, WOTAN says that he must be found. Moments later Polly enters to make sure that Professor Brett is all right but quickly she realises something is very wrong. At Sir Charles's office, Ben arrives looking for Polly, who stood him up for their lunch date, and was informed she would be here. When Ben says he can't find Polly, the Doctor is concerned about her. Mentioning the homeless man in the paper, the Doctor asks Ben to investigate the area around the club to see if they can find any information about what is going on. Ben, looking around the area outside the Inferno, overhears Major Green's testing of WOTAN's machine and heads inside to find out what's going on. Ben watches the War Machine destroy a table with good results, look around the room with some problems, and then move around a room and destroy some crates that are in its way. As it comes around another corner Ben is caught directly in the machine's line of sight. Ben, backed up against a wall of boxes, ducks behind another nearby box and makes his way to a door with the War Machine sounding an alert. Major Green calls the labourers to search for the unknown trespasser just as Ben ducks through the door and finds Polly in the entryway. Ben warns Polly to get away and tells her he must inform the Doctor what he's seen. Polly asks him what he saw in the monotone voice of those hypnotised by WOTAN. As he moves toward the door to leave, Polly locks him in, and he is captured. Four hours later at Sir Charles's office, the Doctor has grown worried about Ben. Sir Charles tells the Doctor that rumours shouldn't postpone C-Day and that they should allow the police to look into them, but the Doctor fears that the police might only drive the threat further underground. In the warehouse, Major Green tells Ben of the coming "mechanised evolution" and prepares to have him destroyed. Polly enters with directions from WOTAN that more labour is needed and that Ben is to be kept alive as long as he is useful. When Ben goes to thank Polly, thinking it all a ruse, she tells him he must work towards the victory of the War Machines. In Professor Brett's office, he and Professor Krimpton take note of the completion time of noon on the following day. The purpose and function of the War Machines are also detailed. The War Machine in the warehouse has almost completed all tests; the labourers are preparing armaments for the War Machines, but they are tiring — some carted away unconscious. Ben, working in a back room of the warehouse, attempts to talk Polly into resting when he notices that the guard on the door is gone. He goes to investigate, but as he prepares to run he locks eyes with Polly. Instead of sounding an alarm, Polly simply goes back to moving crates. After prying the locks from the entryway door, Ben finally escapes the warehouse. As the Doctor prepares to go in search of Ben, Sir Charles's doorbell rings and Ben stumbles in. He reports that Polly is in a warehouse and being controlled and that there is a killer machine there as well. Major Green confronts Polly concerning Ben's whereabouts. She informs Green that Ben has escaped, but she cannot answer why she didn't raise an alarm and then becomes confused. When Major Green informs Polly that those under WOTAN have no friends or family, she seems to remember her affiliation with Ben. As the control over her breaks down, Major Green informs the labourers that Polly must be sent back to WOTAN to be punished. Sir Charles refuses to believe Ben's story, while Ben is anxious to get moving and take action against the machine. As Sir Charles prepares to contact the police to raid the warehouse, the Doctor points out that something bigger is going on and that, from what Ben has told him, it sounds as if there are more machines being built around London. When the Doctor recommends striking at WOTAN, Sir Charles refuses and says that there is nothing to connect this machine to Professor Brett, even though Polly is one of those under control. The Doctor and Ben, knowing they have riled Sir Charles, depart, and Sir Charles contacts the Ministry of Defence, which will send in the army. Sir Charles decides to head toward the warehouse himself. Soldiers are mobilised to the neighbourhood around the warehouse. They find considerable electrical and radio activity coming from the warehouse and surround it. Sir Charles informs the commanding officer of what he knows, and Orange Patrol is sent to enter the warehouse. Interference in the radio signals tips off Major Green that something is happening and he alerts the labourers. As Orange Patrol confronts the War Machine, Green gives the order to attack, and the labourers and the War Machine assault the patrol. Orange Patrol quickly finds that its weapons are useless against the War Machine (the soldiers' guns jam, and grenades roll uselessly on the ground, failing to explode — all having somehow been neutralised by the machine), and thus the troops must retreat. Just as the remaining members of Orange Patrol exit the warehouse, the Doctor and Ben join Sir Charles and inquire about what is happening. As Orange Patrol rounds the corner toward the main army forces, the War Machine exits the warehouse in pursuit. The leader of Orange Patrol reports that the machine nearly wiped them out as it comes around the corner into view. Sir Charles, assuming someone is inside the tank-like machine, attempts to call the operator to stand down. As the army realises that their guns are somehow being jammed, the commanding officer informs Sir Charles that the area will have to be evacuated. As everyone retreats, the Doctor stands his ground as the light from the War Machine's "eye" falls across his face. As the War Machine approaches, Ben attempts to pull the Doctor to safety, but the Doctor stands his ground. The War Machine moves around him and comes to a halt with its top mount radar dish ceasing to function. On a television set in a local pub, the news reports that the War Machine has been put out of action but that further attacks of a similar nature can be expected over the next day. The Doctor, examining the War Machine, finds that the programming and test had not been completed and that the computer has failed. Sir Charles notes to the Minister of Defence that if the programming and test had been completed, it would have been nearly unstoppable. The Minister remarks that the other War Machines must be found and destroyed before they are operational. Elsewhere in London, construction of the second War Machine has been completed and testing begins. The Doctor is investigating the inoperable War Machine when Ben arrives, having been unable to find Polly. When the Doctor hands his cloak to Ben, a TARDIS key falls from the pocket and Ben picks it up. As he goes to hand the key back to the Doctor, the Minister of Defence approaches, asking for a status report from the Doctor. The Doctor has decoded the machine and determined that there are eleven more units in the twenty to thirty miles around London, all set to begin an attack at noon. Testing of the second War Machine continues, but as the tester walks in front of the machine he is accidentally killed by a blast from its weaponry. At the Tower, Professor Brett notes that contact with the second War Machine has broken down, implying the machine has gone rogue. Professor Krimpton goes to correct the programming that is at fault. Outside the Covent Garden warehouse, one of the survivors is brought in for questioning. As he passes, the Doctor realises it is Major Green and follows so that he may ask a few questions of the man. Major Green, disoriented and confused, doesn't recognise the Doctor or the War Machine that he built. He is led away by soldiers for medical assistance. While Sir Charles wants to raid the Post Office Tower and retrieve Professor Brett, the Doctor berates Sir Charles's "strong-arm" methods and the Minister seems to agree as he turns to the Doctor for guidance. Meanwhile, a man in a telephone booth contacts the police to report that another of the War Machines is on the streets of London. While on the phone, the War Machine spots him and kills him. Over the radio, a warning goes out to the citizens of London to stay off the streets and not confront the machines. Ben is still worried about Polly's whereabouts. The Doctor tells Ben that if all he worries about is one person then nothing shall ever get done, but Ben feels he owes it to Polly since she saved his life. As the second War Machine approaches the Battersea Power Station, Sir Charles goes to the Doctor and the Minister to find out if they have any other ideas. The Doctor wants to capture the functional machine by using electro-magnetics to paralyse it and therefore use the captured machine to their advantage. Back in Professor Brett's office, Polly enters and requests to be judged by WOTAN for allowing Ben to escape. Professor Brett informs her that she will be judged later because her assistance is currently needed. Sir Charles assists the Doctor in obtaining the necessary equipment for the Doctor's magnetic field, and the Minister of Defence assists in closing off roads to funnel the War Machine to the optimal location to spring the trap. Sir Charles, Ben, and the Doctor discuss the Doctor's plan, which requires moving behind the War Machine to connect a final cable to spring the trap. While the Doctor plans to do it himself, Ben feels that a younger man should take the risk. As the machine approaches, Ben takes up his position, preparing to run and connect the cable. After hesitating, the War Machine moves into the trap area, Ben connects the cable, and the switch is thrown. While the War Machine isn't shut down by the magnetic field, it does allow the Doctor to get close enough to shut the machine down manually and examine a complete machine. Elsewhere, questions are going out around the world wondering if the attacks are limited to London or if the whole world is at risk. The Minister and Sir Charles are concerned about the length of time it is taking for the Doctor to examine the machine. Finally, the Doctor returns to the Minister and Sir Charles to let them know that he has reprogrammed the machine and that he is ready to send it to complete its new orders. As Ben flips a switch, the War Machine hums to life and moves out of the army operating headquarters, heading to the Post Office Tower. Ben, still concerned about Polly and fearing that she returned to the Tower, rushes off in hopes of arriving before the War Machine and rescuing Polly. The Doctor does not approve of this action. In the Minister's car, the Doctor explains that should everything go as planned with his reprogrammed War Machine, WOTAN should be deactivated and all those under hypnosis should be released. In Professor Brett's office, he and Krimpton are preparing to release the ten remaining War Machines. As the War Machine arrives at the base of the Tower, Ben arrives in the hall outside Professor Brett's office and sees Polly working at the computer. He rushes in, pushing past Professor Brett, grabs Polly and drags her out of the office and down the hall just as the War Machine exits the elevator. Krimpton attempts to get close enough to the War Machine to shut it down but is killed in the process. The War Machine fires repeatedly into WOTAN and finally destroys it. Professor Brett, grabbing his head in pain, finally comes to his senses, though he has no memory of what happened. As the Doctor, Sir Charles and the Minister exit the elevator, they find the office filled with smoke and a charred WOTAN. As Professor Brett asks what happened, Sir Charles directs him to ask the Doctor, who is no longer there. Later, the Doctor is standing outside the TARDIS, with the "OUT OF ORDER" sign still on the door, waiting. As he begins to turn and enter the ship, Polly and Ben run across the street to greet him. The Doctor informs them he is waiting for Dodo. Polly tells him that although Dodo feels much better, she wants to stay in London and that she sends her love. The Doctor, surprised and seemingly a little hurt, thanks Polly and Ben for their help and sends them on their way. Down the street, they watch as the Doctor unlocks the police box and enters. When Polly mentions the key, Ben remembers that he still needs to return the one he picked up when it fell from the Doctor's cloak. They run back to return the key and, when the Doctor doesn't answer when they call out, Polly uses it to unlock the door. She and Ben enter, and the TARDIS dematerialises. The Doctor is shocked and angry to discover Ben and Polly inside the TARDIS, as they innocently try to return a TARDIS key. Ben and Polly are confused and doubtful about the Doctor's stories of time travel and his lack of control of this machine. The Doctor bars Ben from touching the controls and, on landing, shows them the scanner and tells them not to leave until he has run his checks. Bemused, they obey him. They are shocked to leave the TARDIS and find themselves in a cave adjacent to an ocean beach. The Doctor says he cannot take them back to London, which Ben takes as a refusal. Polly is excited about these events, but Ben is anxious to get back to his Navy barracks. They go along a path up the cliffs in search of a bus or train, but the Doctor is worriedly amused at the prospect of convincing his new companions where and "when" they might be. Polly suspects that they may be in Cornwall. Ben spots a church at the top of the cliffs, and the Doctor guesses they may have arrived sometime after the sixteenth century but before the Victorian period. As they look around, a man with a flint-lock pistol in his hand accosts the three travellers, mistaking Polly (in her 1960's trouser-suit) for a boy. The Doctor is able to convince him that they are innocent travellers and asks him to direct them to a place of shelter. He introduces himself as Joseph Longfoot, the churchwarden, yet he is still suspicious and asks if they know Avery or Pike. The Doctor insists that he doesn't and, in order to gain more trust, resets the churchwarden's dislocated finger. The grateful man directs them to an inn and warns the three to keep to themselves there, and also entrusts the Doctor with a riddle: "This is Deadman's secret key, Ringwood, Smallbeer, Gurney." The Doctor is confused, but as a storm is coming on, the travellers depart. Ben and Polly want to go back to the TARDIS but are precluded by the high tide. After the churchwarden retires inside, a large, muscular sailor emerges from behind a tombstone and goes inside the church. Jacob Kewper, landlord of the inn, sends stableboy Tom to give a message to the churchwarden regarding a "delivery" expected soon. Soon, the Doctor and friends, soaked from the rain, arrive at the inn to an unfriendly, suspicious welcome from Kewper. They are told that the inn is full, but when they mention Longfoot, Jacob becomes more accommodating. A drunken Longfoot is confronted by a sailor named Cherub, who calls the churchwarden an old shipmate of the Black Albatross. Cherub has come for knowledge of Captain Avery's gold. Sobered, Longfoot refuses to give up knowledge of the gold. Cherub asks who the old man and his two lads (Ben and Polly) were, suspicious they may be involved in some way. Cherub kills Longfoot, and decides to pursue the three travellers. Tom reports back to Kewper about Longfoot's death and is sent out to fetch the squire. Cherub, now with three sailors, finds the Doctor and his companions at the inn and threatens them, demanding more information. Cherub grabs the Doctor, and Ben is knocked out after attempting to intervene. The men kidnap the Doctor and haul him into a cart. Polly calls for Kewper, who attempts to calm Polly and says the squire will sort everything out, though this doesn't stop Polly from worrying about the Doctor. The squire arrives, but instead of helping Polly find the Doctor, he questions the strangers about their origins and demands information. Cherub and the cart arrive at the coast, where the Doctor is put on a small rowboat and rowed out to sea. When Ben comes to, he and Polly refuse to give any information as to their origins. The squire, suspecting them to be guilty of the murder of Longfoot, arrests them. Cherub and the Doctor arrive on the Black Albatross, where they are led into the Captain's quarters. The captain introduces himself as Captain Pike. When Cherub says the Doctor will not speak, Pike slams his hook on the table and says he will be forced to tell what he knows. Pike reveals that Longfoot, Cherub, and himself were all shipmates under the now deceased Captain Avery. He accuses Longfoot of stealing Avery's gold, stating that the plunder rightfully belongs to the trio. Pike believes that the Doctor is somehow embroiled in the plot, and Cherub begs Pike to allow him to torture the Doctor. Ben and Polly find themselves in the village Gaol, guarded by Tom. Ben is distraught, still eager to report back to his ship in the 1960s, whilst Polly seems caught up in the adventure — until she sees a rat. They are unable to convince Tom that there are other strangers in town (Cherub and the sailors were unseen by other inn patrons) and that it was they who killed Longfoot. Polly hits upon the idea of exploiting the superstitions of the locals to try to escape. The Doctor appeals to Pike as a "gentleman", and bargains to be treated more civilly. He states that if he helps them, he should receive a share of the treasure. After they toast over wine, Jamaica enters to inform Pike about a row boat approaching. The Doctor is brought to the galley for food and wine whilst Cherub is sent to meet the visitor. Ben and Polly make a straw doll, and Polly, or "Paul" as Ben refers to her, pretends to be in a trance. The couple scare Tom into thinking that the Doctor is a warlock and that they are apprentices. Ben convinces Tom that Polly has been possessed by the Doctor and has made a voodoo doll that controls Tom and that the only way to free him from this jeopardy is to release them from prison. Ben and Polly decide to investigate the church for any evidence regarding Longfoot's death. Kewper is brought before the Captain to discuss business, having bribed Cherub. Kewper reveals that he, Longfoot, and the squire are smugglers. Pike, in turn, threatens Kewper by revealing his true name, and that he and his men killed the churchwarden; Kewper trembles at being before Pike. Pike and Cherub leave to find the squire, preferring to do business directly with him, suspecting that it may be a trap. The Doctor is brought back, and he and Kewper are guarded by Jamaica. Ben and Polly venture into the church crypt and try to work out the circumstances of Longfoot's murder, to no avail. As they give up and decide to find the TARDIS, one of the tombs opens to reveal a secret passage, and they hide as a cloaked man emerges. Ben knocks him out and ties him up. Polly decides this may be the murderer and goes to find the squire to show him and prove their innocence. Soon, the bound man tells Ben he is Josiah Blake, the king's revenue officer. The passageway is further evidence against the churchwarden and the smugglers whom Blake is trying to arrest. Ben is pleased to hear the passage leads to the beach, and leaves a protesting Blake to investigate. Pike and Cherub visit the squire, planning to get information about the smugglers' stash. The squire unwittingly reveals the church to be a relay point, but before they can talk further, Polly is dragged in by a manservant and is horrified when she recognises Cherub. Kewper, regretting his decision, tells the Doctor what has happened to his friends and the danger the village is in from Pike and his men. The Doctor plans to escape, but when asked how he plans to do so, the Doctor loudly asks Kewper if he wants to play cards. Meanwhile, the squire and his new friends have heard Polly's story, but Pike has twisted the story in his favour. The only thing Polly's story has done is confirm they were the last people to see Longfoot alive — further aiding the story of their guilt. The men decide to visit the crypt to see who Ben has captured, suspecting it might be a revenue officer. Ben has returned after discovering that the passage leads back to where the TARDIS is, but his joy is cut short as the squire, with Pike and Cherub, arrives, gun in hand, along with their prisoner, Polly, who has been bound and gagged. Ben recognises Cherub as well, but Pike dismisses his accusations. Blake calls out and is released after the three villains decide he is not an immediate threat and, in fact, can be used to their advantage. Blake is convinced by them to take Ben and Polly into custody as suspected smugglers. On the ship, the Doctor tells Kewper's fortune using playing cards, watched by a curious Jamaica. Jamaica asks for his fortune to be told, and Kewper uses the distraction to knock him out. The Doctor and Kewper decide to go to the squire to tell him of the innocence of Ben and Polly and the presence of Pike. Outside in the graveyard, Pike and Cherub flatter the squire into revealing a tomb that contains one of the smugglers' stashes of booty. He and Pike arrange to meet the next night, and fires will be lit for signal. Cherub overhears and heads off on his own. Pike and the squire go off to discuss payment. Blake has forced Ben and Polly to the stables at the inn where, to their surprise, he removes Ben's ropes and gag, saying he would rather trust their word than the squire's, and Ben unties Polly. Blake says he suspects the squire, but has no proof against him, and hopes to gather enough men to prevent what he believes will be a transaction in the next night or two. The Doctor meets up with them, to the huge relief of Ben and Polly, but Kewper is known to Blake. Upon seeing Blake, Kewper suspects he has been lured into a trap by the Doctor and leaves, but is pursued by Blake. Pike is enraged at Jamaica for the escape of the Doctor and Kewper, and Jamaica tells him they went to see the squire. Pike decides to move the plan ahead and to do it during day time so as to surprise the squire. One group will collect the smugglers' stash, while he and Cherub will hunt for Avery's gold. Pike kills Jamaica for his foolishness but finds that Cherub seems to have left the ship. When the Doctor tells Blake about Pike's plans and surmises that he will also sack and burn the village, Blake departs to gather men and arms. The Doctor is glad to hear of the passage to the TARDIS from the church crypt but insists that they stay to try to prevent the destruction of the village. Knowing the clue to Avery's gold, the Doctor leads his friends back to the church, hoping to locate the treasure as a bargaining chip. As Tom watches them go, Cherub emerges from hiding and threatens him to tell where they are heading. The squire is horrified to hear from Kewper about his playing into Pike's hands, but on hearing of Avery's gold, they decide to find it themselves. Knowing that Pike and his men will head for their stash, they aim to lay a trap for them by placing armed men on the route that the squire handed to Pike. They ride off towards the church to seek the gold. The Doctor, Ben and Polly are searching the graveyard for clues but eventually realise the riddle reveals names on tombstones, and they head to the crypt. Ben shows them the secret passageway entrance, then they find markers for Ringwood, Smallbeer, and Gurney — three names from the rhyme. The Doctor thinks it would be more helpful if there were four names. The squire and Kewper arrive to discover the church door ajar and hope that it is the Doctor rather than Pike and his men. The Doctor is about to reveal the answer to the riddle, but Kewper bursts in and threatens violence. The squire bristles at this and wants to work with the Doctor. As the two argue, Cherub enters secretly and his knife flies through the air and meets Kewper's back, while a shot from his pistol rings out as Polly screams. The squire has been wounded by Cherub's shot, and Cherub demands the secret of Avery's gold. Polly insists on helping the squire, but while Cherub seems to agree, he grabs her and holds his pistol to her head threatening to shoot unless the Doctor shares the riddle. Meanwhile, Blake is still riding towards the militia outpost. The Doctor, playing for time, reveals the rhyme told to him by Longfoot. Cherub recognises the four names as members of Avery's crew — he reveals the fourth name to be Deadman. The squire recalls Avery's curse and regrets having pursued the treasure. Pike and his men land in force, and Pike sends one man to find Cherub. Pike goes to the church, his men following, and opens the sarcophagus containing the silks, spices, and rum of the smugglers' stash. His men begin hauling the goods to the shore as Pike enters the church. Blake has finally collected his force, and they are on the way back to the village. Pike finds Cherub holding the Doctor and friends along with the Squire and confronts him about deserting the ship. Cherub says he did all this for the captain, which Pike finds dubious. Cherub raises his gun to Pike, but it is quickly parried, and the two duel with cutlasses. Outside, the crew are becoming ill ordered and start helping themselves to rum, and crewman Gaptooth tries to restore order. He sends two crew members back to the shore for their behaviour. Using the fight as a distraction, the Doctor sends Ben and Polly down the secret passage while he waits for Blake. Pike is eventually victorious and runs Cherub through. He turns to the Doctor, who offers Pike a new agreement to reveal where the gold is. Meanwhile, the two crewmembers on the beach find the cave, the TARDIS, and the entrance to a tunnel. The Doctor offers to take no treasure, so long as the village is spared, and the squire is moved. Pike says he must keep his crew "happy", and resists. The squire argues that Pike seems to find it difficult to keep control of his crew and goads him into proving their obedience and his command. In the tunnel, almost at the TARDIS, Polly injures her foot but insists that Ben return to fetch the Doctor. Blake and his men sight the church and divide into two groups: one will head to the church, the other will take the passage from the beach to the crypt. The Doctor finds the fourth name on a tombstone, and Pike is incredulous as all four men died at sea. The names, says the Doctor, were changed by the churchwarden, and a flagstone is at the intersection of the four names. Pike removes the slab and, reaching deep inside, discovers the treasure. As he does so, gunshots are heard outside. The pirates, drunk with rum, are easily overtaken by Blake's men, while others retreat into the church. Polly is attacked by the two sailors and tries to escape back into the tunnel. She is caught, but Ben hears what's going on and is able to overtake one of them as the sailor approaches. He finds Polly and fights the second man as Blake's men arrive; Blake shoots the sailor, killing him. As his men flood the tunnel, Ben follows Blake whilst Polly returns to the TARDIS. There is pandemonium in the crypt as Blake's men fight the pirates. Pike grasps at the treasure, then threatens the Doctor for leading him into a trap. Ben, Blake and his men arrive and take to the fight. Ben tries to take the Doctor away, but he insists on helping the squire. The squire has enough strength to help fend off Pike's hook as Blake fires the fatal shot, ending Pike. Ben and the Doctor slip away whilst the squire is aided by Blake. He regrets never being able to thank the Doctor. Finding Polly, the three enter the TARDIS and leave. Suddenly, the interior of the ship is freezing cold, and the Doctor announces they have arrived at the coldest place in the world. The Snowcap space tracking station based on the South Pole is monitoring the launch of the manned Zeus IV atmospheric testing probe as it goes into orbit. The ship is manned by two pilots, Schultz and Williams. The Doctor, Ben and Polly materialise outside the underground bunker of Snowcap and are soon spotted by men watching the surrounding areas through a periscope. Men are scrambled out to collect the strangers. The Doctor, Ben and Polly willingly enter Snowcap. Inside Snowcap the Doctor, Polly and Ben are interrogated. General Cutler is sent for and responds hostilely to the strangers. Cutler decides to put them in the observation room until he has time to deal with them later. Once there, the Doctor notices a calendar on the wall saying it is December 1986. Ben is disappointed he won't be able to meet up with his ship but seems more interested when he discovers that space travel is the norm. This conversation is interrupted by a distress call from the Zeus IV space capsule which has been drawn off-course by an unknown force that drains the energy. The pilots of Zeus IV explain that it is nowhere near the destination in which they would expect to be. Observing their location, Schultz sees another planet. Williams confirms this and says it seems to lie between Mars and Venus. Their state is also brought into confusion by the fact that the communication to Snowcap is weakened and their fuel is dropping much faster than normal. Observing the crisis, the Doctor announces that he believes he knows the cause of the problems. He is not listened to but gives a piece of paper to Doctor Barclay. Snowcap sights the new planet before they receive the call from Zeus IV saying their fuel has reached 20% — Barclay says they should attempt to come down. Schultz and Williams attempt to land, but they have no control over their descent as the new planet is affecting their gravitational pull. Exasperated, Barclay goes to the Doctor for advice. The Doctor looks at a screen with the planet on it and observes that it is identical to Earth — down to the landmasses. The Doctor asks Barclay to look at the piece of paper that he had given him, and Barclay is astounded to read that the Doctor had predicted this phenomenon before they had even seen it. The Doctor tries to explain how he knew this, saying that millions of years ago there was a twin planet to Earth. Before he can go into any more detail, Cutler storms out, saying, "This is ridiculous." When alone, the Doctor explains to Ben that he fears this means invasion. Cutler speaks to Mr Wigner, the Secretary General of International Space Command, and informs him of the new planet as well as the strangers. Wigner demands that they be interrogated immediately. Cutler storms in and demands the truth from the Doctor; he suspects him of being involved in this mystery. He sends Tito, the sergeant and Joe out to search the TARDIS. The three men scramble to the TARDIS. Before they can get out, a mysterious ship lands on the surface of the South Pole. Unable to open the TARDIS, the sergeant sends Tito and Joe back to get a welder. Whilst alone, he is approached by a robotic creature who kills him with a blow to the neck. When Tito and the other soldier return, the creature is disguised in the sergeant's clothes. When he turns to reveal himself, two more robotic creatures appear and kill the two soldiers with blows to the neck. The three creatures loom over their victims. The Doctor reasserts his belief that there will be visitors to Earth from the mystery planet but is pooh-poohed by Cutler. Cutler speaks to Zeus IV and promises the pilots they will be brought back safely. Outside Snowcap, the robots disguise themselves in the clothes of their now-dead victims. At International Space Command, a powerless Wigner is forced to watch the news to learn about the mystery planet as communications have been severed with Snowcap. While everyone is distracted by their efforts to land Zeus IV safely, the alien invaders enter the base, killing a soldier who tries to disable them on the orders of Cutler. The base personnel and Polly plead with the creatures to allow them to save the lives of the Zeus IV crew, but the aliens proclaim that the lives of the humans are irrelevant to them. They reveal that they are known as Cybermen and were once like human beings. They lived on the planet Mondas, twinned with Earth. As Mondas drifted off into space, cybernetic scientists gradually replaced their bodies with mechanical parts and eliminated the "weaknesses" of illnesses and emotions from their brains. Cutler presses a panic button alerting International Space Control to an emergency. International Space Control gets in touch with Cutler, and the Cybermen order Cutler to inform them that it was a false alarm; Cutler refuses and is rendered unconscious by the touch of a Cyberman. Barclay is approached to do the same and refuses until the Cybermen threaten to destroy the computers that would help Zeus IV to land. Barclay yields, stating it as a fault. Once this has been done, the Cybermen inform Barclay it is impossible for the astronauts to return as Mondas' gravitational force is too close. As the Cybermen begin the process of securing Snowcap, Ben plans their escape. Seeing a gun left on the ground by the dead soldier, he picks it up but is soon spotted by a Cyberman. The gun is removed and bent in the Cyberman's grip, and Ben is removed and imprisoned in a projection room. The Cybermen allow the Snowcap personnel to contact Zeus IV, but it is too late to save them. The ship is dragged further away from Earth by the new planet and explodes. The Cybermen demand information on Earth and explain that Mondas' energy reserves are becoming exhausted; they intend to use all of Earth's. It is currently absorbing energy from Earth and will soon destroy it. When Polly asks if they plan to kill all of human kind, the Cybermen reveal they propose to take all humans back to Mondas. Ben, who has been looking for a weapon, rigs up the projector to blind his Cyberman guard. He baits the Cyberman into the room. After the Cyberman is blinded, he steals the Cyberman's weapon and kills him. He seems to be affected by this death. Ben sneaks back into the tracking room and hands the cyber-gun to the revived Cutler, who kills the remaining two Cybermen. Cutler contacts Secretary General Wigner at Space Command HQ in Geneva and informs him of the attack. Wigner alerts all military bases and informs them that his son, Lieutenant Terry Cutler, was sent on a mission to rescue the doomed Zeus IV and, in turn, is now trapped in orbit. As Cutler makes plans to secure Snowcap from further Cyberman invasions, including use of anti-aircraft missiles, the radar technician announces that a fleet of spacecraft have been detected. They are approaching Earth. Apparently suffering from exhaustion, the Doctor collapses and is taken to the crew quarters to rest. Cutler makes contact with Zeus V. Ben and Polly accompany the Doctor to his quarters. Ben checks his pulse and says he seems fine. Polly remarks that he seems "worn out". Cutler decides it is time to take the fight to the Cybermen. He intends on destroying Mondas with a Z-bomb — a series of nuclear bombs that are placed at strategic points around the world. He rings the International Space Centre. Secretary Wigner at Geneva refuses permission, but Cutler rephrases his question asking if he can do anything he deems suitable in order to destroy the Cybermen. Wigner agrees to this, and Cutler takes this as permission to use the bomb. Ben and Polly argue against using the bomb. Ben says the Doctor believed that Mondas will destroy itself anyway when it absorbs too much energy. Cutler does not appreciate this intervention and confines Ben to the same quarters in which the Doctor is resting. Before he leaves, he implores Polly to try to convince Barclay to call off the attack. When Ben arrives at the quarters, he tries to rouse the Doctor, to no avail. However, he soon finds a vent that he begins to loosen with his pen knife. Dyson and Cutler fuse the bomb. Cutler admits he is scared by what he is about to do but feels that he has no choice. When he returns to the control centre, he is concerned to hear that they have lost contact with Zeus V. Polly talks to Barclay, who admits he is reluctant to launch the bomb, citing the radiation caused by the exploding planet which would cause great loss of life on Earth. Polly suggests they rig the bomb so that it doesn't explode. Their plans are interrupted by Cutler, who explains they are to wait for the Cybermen to land, and then they will destroy them with their own weapons. Barclay and Polly sneak away to find Ben. Barclay explains that he would need to go through the vent to reach the bomb and tells Ben how to sabotage the rocket to prevent it from reaching Mondas. As Ben leaves, the alarm to signal the arrival of the Cybermen sounds. The Cybermen land and are immediately mowed down by the hidden soldiers wielding the Cybermen's weapons. The soldiers collect the incapacitated Cybermen's weapons for the next assault. Ben has reached the bomb and begins the process of disarming it but, at the control centre, Cutler notices Barclay's absence. He goes to investigate, catches Ben while he is sabotaging the rocket and knocks him unconscious. Cutler suspects Barclay of being part of this mutiny but states he needs him for the launch of the rocket. Later, Barclay starts the countdown to the launch of the Z-bomb. Ben regains consciousness but is disorientated and cannot remember if he sabotaged the rocket before being discovered by Cutler. The countdown approaches zero. As the countdown to launch the Z-bomb reaches zero, the engines fail on the launch pad. Cutler is enraged. He threatens to kill Ben, Barclay and the Doctor, who has regained consciousness and returned to the tracking room. Driven mad with grief by the apparent death of his son in the Zeus V rescue capsule, Cutler is oblivious to the warnings that another force of Cybermen are attacking the base. He also ignores the Doctor's protestations that Mondas is on the verge of burning up. As he is about to carry out his threat and kill the Doctor, Cutler is killed by the invading Cybermen. The Doctor tries to mediate with the Cybermen, offering them a home on Earth to replace their broken up planet. The Cybermen say they will not even think about negotiations with a missile pointed at their planet and demand that it be removed before they begin negotiations. As a makeweight, they take Polly as a prisoner onto their ship. As soon as they arrive at their ship, the Cybermen render Polly unconscious and place her in a large metal chair. The Doctor takes charge of the control centre and contacts the International Space Centre, who themselves have been taken over by Cybermen, to tell them of the situation. The Cyberman in Geneva contacts the Cyberman at Snowcap and informs him that they must move to their secondary objective, which the Doctor assumes to be the destruction of Earth. The Doctor goes on the loud speaker system and warns all of Snowcap of this. Down in the pit of the Z-bomb, Ben, Barclay, Haines and Dyson are disarming the bomb. Ben raises the question as to why the Cybermen are not doing this themselves, what with them being naturally stronger. Ben hypothesises that they are intolerant to the radiation in the bomb. Dyson, Haines, Barclay and Ben put this to the test by playing dead and drawing in the Cyberman guard from outside, who immediately is rendered immobile. Ben uses this knowledge to order the return of Polly; however, the Cybermen refuse to relent. The Doctor is now taken to the Cybership. The Cybermen warn Ben that both he and Polly will be killed unless they give up the bomb. Ben looks around for something in the room that is portable and radioactive that they can use to their advantage. With the help of Barclay and Dyson, he uncouples something from the back of one of the computers he can use for this purpose. They hide behind the door as the Cybermen approach. The Cybermen attempt to gas the four men out. When Ben and the rest cannot take any more, they open the door and use a combination of the deactivated Cyberman's gun and the radioactive equipment to deactivate the Cybermen. However, Haines is killed. On returning to the control base of Snowcap, Barclay shows Ben a device that the Cybermen used to contact each other. Ben uses it randomly to draw the Cybermen in. Whilst they wait, the lights dim as Mondas draws yet more power from Earth. As the Cybermen approach, one of the scientists points to the screen where they see Mondas flash brightly and melt. The Cybermen that were approaching the humans disintegrate as the power source they had drawn from has been retarded. Zeus V returns on screen; its pilot explains that all power has been restored and he can attempt re-entry. Ben runs out to the Cybership to free Polly and a semi-conscious Doctor. The Doctor seems to deliberate as to whether "it's all over" before settling that it's "far from being all over" and alerting his companions that he must return to the TARDIS immediately. Ben gives him his cloak so he won't "catch his death of cold", but the Doctor gives him an unusually distant reply, concerned with something more important at hand. He says, "Ah, yes. Thank you. It's good. Keep warm," in a very abbreviated way, without a lick of humour to be found. Bearing little attention to Ben or Polly, he even deserts them, rushing off alone. The weary Doctor returns to the TARDIS and closes the door, trying to take care of a dire situation by himself — his body has worn too thin and he is dying from old age, but very soon, that problem will be resolved. He wants his companions safely away from him when a particular event happens, but they are protesting for him to let them inside anyway. As Ben and Polly hammer on the door, the controls operate of their own accord and the central column begins to rise and fall. The Doctor seizes enough energy to open the door, and Ben and Polly finally get in. Barely conscious, the Doctor collapses to the floor. Ben and Polly stand back as the Doctor becomes enveloped in a bright light. After the light dies down, the Doctor's face is different and has the appearance of a younger man. Ben and Polly are bewildered after watching the First Doctor transform into a completely different, younger man. Ben asks how this is possible, and Polly remarks that the Doctor said his body was "wearing a bit thin" and this is what he probably meant. The Doctor recovers and groans in pain. His head is filled with the sound of drumming. He finally comes to and chuckles to himself that "it's over". The ring that the First Doctor used to wear falls off his finger because it doesn't fit anymore. The new Doctor rummages through his old things and finds a mirror which he thrusts into Ben's hand. The mirror reflects back the face of the First Doctor before changing into the Second Doctor's face. He also finds a dagger which "the Doctor" got from Saladin. Ben asks why he is referring to himself in the third person and begins to suspect he isn't the Doctor. The Doctor finds a piece of metal in his jacket and murmurs "extermination" to himself. He also finds a recorder. Upon further searching, he finds a five hundred year diary. On finding this he suggests they go for a walk. He opens the TARDIS door. Ben is concerned that the Doctor hasn't taken any readings, but the Doctor reveals that he has but no one noticed. The Doctor exits the TARDIS while reading the diary at the same time. The TARDIS has landed on a desolate planet filled with rocky formations and mercury pools, which he manages to dodge whilst not looking up from his diary. He reaches a large rock and, in order to test out his new body, leapfrogs over it. Then he finds a man shouting for assistance. As the Doctor approaches, the man is shot and killed by an unseen assassin. Examining the body, the Doctor finds a badge explaining he is the Examiner from Earth. Meanwhile, the Doctor is almost the assassin's next target; he is knocked unconscious, though he pulls a button off the attacker's clothes as he is taken down. Ben and Polly emerge from the TARDIS but get too close to the mercury pools and collapse from the fumes. The three travellers are rescued by Quinn, Deputy Governor, and Bragen, Head of Security. They take the Doctor for the Examiner, something the Doctor elects to go along with. They explain that they are on the planet Vulcan and allude to the fact the Examiner must be here to examine the "space capsule". At the human colony, Lesterson, a scientist, is informed by his assistant Janley that the Examiner has arrived. Lesterson has no knowledge of this. Janley asks if she can still have her meeting here tonight. Lesterson agrees, warning her against underground movements, but he is distracted by experiments on his capsule which is made of a metal that is entirely non-corrosive. When in the colony, the Doctor admits nothing, playing the fool and (much to Ben's annoyance) remains very inactive, hoping to expose the murderer of the real Examiner. Governor Hensell introduces himself and gives him free run of the compound. The Doctor asks about the capsule, and Hensell explains it was fished out of a mercury pool from where it had lain dormant for hundreds of years. The Doctor states that he will look at it later and dismisses his visitors. The Doctor confides to Ben and Polly that he thinks he this story is not true. In the corridor outside, Janley comes across Quinn, with whom she seems very close. She touches his sleeve and mentions that he is missing a button. With Hensell, Quinn and Bragen, the Doctor and his two friends are brought to the laboratory where scientists Lesterson and Janley are studying the capsule. Whilst looking around the lab, the Doctor finds a piece of metal exactly like the one in his jacket. The scientists ask him for permission to open the capsule — which he grants them. They open the hatch with a laser to reveal an empty entryway. The Doctor finds a thin opening in the capsule but doesn't mention it to anyone. He orders they go no further tonight, to Hensell's annoyance. Hensell states that he must regret sending for the Examiner now. Lesterson said he didn't send for him. The Doctor returns later that night and secretly re-enters the capsule, using the piece of metal from the TARDIS as well as the one from the lab as a key. Ben and Polly follow him. Finding his way into an inner chamber, the Doctor discovers two dormant Daleks and a space where a missing third one must have been. Polly screams as a mutant creature scurries across the floor. Ben is dispatched to fetch a torch to track down the mysterious creature. As he does, he is observed by Resno, one of Lesterson's research assistants. The Doctor suspects Lesterson has already been inside and taken the missing Dalek. Polly thinks the creatures must be dead, but the Doctor tells her that power is all they need to be revived, and one Dalek could wipe out the colony. Quinn cannot find the Examiner in his quarters, but Bragen finds Quinn and questions him. Quinn is dismissive and distrusting. The two squabble. Quinn knocks Bragen over during his attempt to block Quinn's departure. Bragen orders a search for the Examiner. Lesterson discovers the Doctor and friends in his laboratory and angrily orders them out. The Doctor points out to Ben and Polly that not once did Lesterson stop and marvel at the Daleks on his entrance and says that this proves that he has seen them before. The Doctor confronts him about the missing Dalek as Bragen arrives. Lesterson vociferously denies having the third Dalek. The Doctor urges the Daleks be destroyed and leaves with Bragen to get permission from the governor. Lesterson orders Resno to find Janley and retrieves the missing Dalek from a secret compartment, excited at the prospect of bringing the machine back to life before the Doctor can stop the experiment. Bragen tells the Doctor about the underground rebel movement. He advises the Doctor to investigate discreetly as Hensell is distracted with the minor acts of sabotage carried out by the underground movement. After Bragen leaves to set up a meeting with the governor, Ben continues to be sceptical about this being the Doctor. The Doctor suddenly silences them and cuts open a piece of fruit to discovers a listening device which he crushes underfoot. The Doctor and his companions try to figure out the mystery of who called for the Examiner here and who might have killed him. They rule out Lesterson, who wouldn't want his experiment tampered with, and the governor, who wouldn't want someone interfering with his project. Ben implores the Doctor they return to the TARDIS and leave, but the Doctor says that he has seen the destruction the Daleks cause and it is his duty to stop them. Bragen returns to announce that the governor cannot see him until the next morning. The Doctor refuses to wait any longer and tells Ben and Polly he is going to radio Earth directly to stop the project. Meanwhile, Lesterson, Janley and Resno continue experiments on the Dalek. There is animosity between Janley and Resno as Resno knows that Janley is part of the underground gang. He warns her that the governor knows about them, and it's a matter of time before they are crushed. The scientists manage to re-activate the Dalek's gun stalk and sucker arm as well as its eye stalk. Resno is uneasy and suspects that the Dalek is looking at them, but the others are excited and focused on their work. The Doctor goes to the communications room but finds it smashed; the operator has been attacked and the wires snipped. Quinn steps from the shadows and tries to speak to the Doctor, but Bragen arrives and arrests Quinn on circumstantial evidence, including the button the Doctor took from his attacker, matching the button on Quinn's tunic and the fact that Quinn has pliers on him. During the experiment, Resno is shot by the Dalek. Janley announces that he's been knocked out. As Lesterson goes to get help, Janley wraps up the body and reinvigorates the Dalek herself. The next day, back in the Examiner's quarters, Polly doesn't believe that Quinn could be guilty despite Ben's insistence he must be. The three are escorted by Bragen to attend Quinn's inquiry. Janley has removed the gunstick and has instigated a hush-up job on the injury to Resno so that they can continue the experiment. Lesterson is pleased with this and runs to show the governor instantly. Hensell cross examines Quinn with Quinn pointing out there is no hard proof against him. Lesterson excitedly interrupts the inquiry to present the re-activated Dalek to all assembled. The Dalek seems to recognise the Doctor. Lesterson shows some of the capabilities of the machine, including its ability to do what it is asked of it. It surprises everyone when it speaks. As the Doctor fruitlessly pleads for the Dalek to be destroyed, the Dalek intones, "I am your servant!" The governor is persuaded that the Daleks could be of great help to the colony as well as to Earth and gives permission for Lesterson to continue his experiments. The Doctor vows under his breath that he will stop the Daleks. The Doctor tests the Dalek's servility by ordering it to immobilise itself, which it does begrudgingly. It immediately activates after the Doctor has left and announces that it obeys Lesterson. Hensell marvels at the Dalek's ability to reason. As Lesterson goes to continue with his experiments, the inquiry continues. Quinn admits it was he who sent for the Examiner, saying he did it to deal with the rebel uprising. His explanation is brushed aside by Bragen, who suggests that Quinn did it to undermine Governor Hensell's authority and is himself in league with the rebels. Hensell orders Quinn imprisoned and promotes Bragen to Deputy Governor. In his quarters the Doctor has cobbled together a small device using a control unit he stole from Lesterson's lab and a metal bracket from the bed. The three travellers go to the laboratory. On the way they encounter Quinn being led away. Polly is upset, but the Doctor placates her by saying that if he is innocent it will be found out. He tells Ben and Polly to amuse themselves as he gatecrashes Lesterson's lab. Lesterson marvels as the Dalek is able to answer complex scientific questions. When the Doctor enters, Lesterson is suspicious, but the Doctor is suppliant and asks to observe the experiments. Lesterson agrees. Janley receives a phone call and excuses herself, ensuring she picks up a small bundle as she leaves. As the experiments continue, the Doctor secretly attaches his device to the power generator, causing the Dalek to painfully lose control. Lesterson destroys the device and pushes the Doctor out; the Dalek watches him go as its detached gun mechanism clicks uselessly in an effort to kill the Doctor. Janley and Bragen meet in secret; she is a rebel leader, and Bragen is using the rebels to gain power himself. Janley believes that the Dalek's gun stick, the contents of the parcel she took from the lab, could be the clinching factor in their plans to take control of the colony. She explains she has an associate called Valmar who is going to help her utilise the gun stick as a weapon. She reveals she lied when she told Lesterson Resno was ill and that he is actually dead. she dumped his body in a mercury pool. She says she did this to avoid distracting Lesterson from his work, but also says it may be useful to blackmail him with later. Bragan is reluctant to go forward with his coup whilst the Doctor is still on the colony. Ben and Polly are searching for the Doctor. Polly splits up with Ben intending to go back to their quarters. She encounters Janley who, seeing her chance to eliminate the threat the Doctor causes, directs Polly to the control room where Valmar waits for her. He grabs her and Janley drugs her. Janley gives Valmar the gun stick for him to experiment with. Ben worries about the disappearance of Polly, but the Doctor is distracted with the Daleks and doesn't believe she is in danger. Ben drags the Doctor off to report his worries. Meanwhile, the Dalek delights Lesterson with the breadth of its knowledge as well as its curiosity. The Dalek is keen to know what all the equipment in the laboratory does. In exchange for increased power and equipment, it promises to manufacture beneficial equipment for the colony. Lesterson is most interested by the Dalek's promise that it can create a piece of machine that would predict meteor storms with 100% accuracy. Lesterson rushes off to inform Hensell of the good news. When the Dalek is alone, it increases the flow of power from the generator and enters the capsule. The Doctor and Ben, having spotted Lesterson leaving his lab, enter and investigate. They discover a thick cable leading from the generator into the capsule. The Dalek attempts to stop them and orders them to leave. Ben attempts to short-circuit the generator but is stopped by two reinvigorated and armed Daleks that emerge from the capsule. The Doctor and Ben run for the lab. The Daleks reveal that their plan is to harness the machinery to pulse static electricity through out the colony and make Vulcan a second Skaro. In front of the governor, the Doctor and Lesterson argue. The Doctor, again, demands the destruction of the Daleks. Hensell overrules this and says they are to remain functioning. When alone Ben informs Bragen of Polly's disappearance. Bragen then tells the Doctor and Ben that the body of Resno has been found in the mercury swamp and suggests that the Doctor isn't the Examiner and is working with the rebels. The Doctor admits he isn't the Examiner but insists the only way Bragen can prove that to everyone else is to admit that he is the murderer of the original examiner. At checkmate Bragen says he will not inform anyone that the Doctor is an impostor if he leaves the Daleks alone. Once the Doctor is left alone, a note is stuck under the door of the quarters. It reads that Polly will be kept safe under the proviso that the Doctor does not interfere with the Daleks. Lesterson is pleased to see the Daleks have voluntarily disarmed themselves. The chief Dalek asks if they are to be afforded the materials and additional power they desired. On finding out they will, the three Daleks chant, "We will get our power," as a bemused Lesterson looks on. Lesterson reacts by turning down the generator and uses it to try to keep control of the Daleks. He turns it back up when the Daleks assure him of their obedience. He asks to see the blueprints of the meteor prediction machine. He is very pleased with their plans. Bragen is settling in with his new power, with Hensell out on the perimeter of the colony for a day or two. He is dismissive and hostile to Valmar whilst Valmar fixes the communication system. The Doctor and Ben push their way in and show him the note telling of Polly's kidnapping. The Doctor is unnerved as a Dalek brings drinks on a tray. Bragen is unhelpful. When they leave, Bragen contacts Hensell, whom he assures that the colony is running smoothly. Hensell explains he'll be gone for a few more days. When they leave, the Doctor speculates how long the Daleks will be able to move without static electricity. The Doctor sees a Dalek go into Bragen's office but then sees three more further down the corridor. This concerns him as originally there were only three. The Doctor and Ben decide to go see Lesterson. On the way they walk past a seemingly innocent notice board around which he notices a number of people have gathered. In the lab, Lesterson is disturbed by the large quantities of supplies the Daleks are requesting and wants to ask the Examiner's advice. Janley blackmails Lesterson by revealing Resno's death to him to prevent his acting against the Daleks and the rebels. The Doctor and Ben arrive, inquiring about Polly, and tell Lesterson about the new Daleks. The Doctor disabuses him of the idea that the Daleks are just machines; they are brilliant engineers and given the right materials could be infinitely powerful. Lesterson is very shaken by this and collapses; Janley fetches a guard who forces them out. She accuses them of attacking Lesterson. With Lesterson unconscious Janley takes control and further supplies the power and materials the Daleks require. The Doctor figures out that the notice board is being used to announce rebel meetings in code. He decodes that a meeting is to be held tonight. He and Ben conceal themselves in the meeting room prior to it beginning. Janley and Valmar display the Dalek to the meeting; Janley is in control but is taking orders from a man that the Doctor and Ben cannot see. Valmar has connected a controlling device to the Dalek's gun. The meeting is hostile towards Janley's plan to use the Daleks to seize power of the base. In order to prove the Daleks are fully under their control, Janley uses herself as a guinea pig. The Dalek is ordered to attack her and is unable to. When they mention they are holding Polly, Ben accidentally reveals their presence and tries to flee but is knocked out and dragged away. The Doctor is called out of the darkness by the man in charge of the meeting — Bragen, who reveals himself to be the leader of the rebels. The Doctor threatens to tell the governor of this duplicity, but Bragen counters this by saying he has just uncovered the body of the real Examiner and he plans to frame the Doctor for that. Bragen has the Doctor imprisoned with Quinn. Quinn is initially hostile, but the Doctor tells Quinn of Bragen's crimes and that he is not the real Examiner. He notices that the prison cell is locked through a sonic sound and empties his pockets in a search to free himself. Lesterson awakes and sees the Daleks conspiring together. He fearfully enters the capsule and discovers a room where numerous Daleks are operating machinery. He finds a production line where they are mass-producing dozens of Daleks. Lesterson, shocked by what he has witnessed, runs out of the capsule, puts a cabinet over the door and deactivates the power generator. He tells Janley what he's seen inside and explains that he is going to melt the capsule; she runs off to get help for Lesterson. He tries to telephone the Doctor, only to discover he is in prison. The Daleks emerge from the capsule, to Lesterson's horror. When he asks how they're moving without power, the Dalek explains they can store power. He runs off in panic. A Dalek instructs another that no more than three are to be seen together at any one time, the rest remaining in the capsule. Polly is led into the lab by Janley and Kebble and is to be kept imprisoned in the capsule. The Dalek explains to Janley that they are building a static electricity converter to make them twice as powerful. At the prison, the Doctor is trying to mimic the sound of the sonic key by running his finger over a glass of water but is failing. Lesterson breaks in to speak to the Doctor; he screams what he's discovered and is hauled away by guards. Lesterson is brought before Bragen as a Dalek works laying cables in his office. Lesterson asks what the Daleks are doing; the Daleks say they are following Lesterson's orders for an emergency back up station. Lesterson denies ever having given this order. Janley arrives and tries to paint him as a madman. Bragen orders him restrained. In the capsule Valmar and Kebble are helping the Daleks with this network, as they also keep guard on the bound and gagged Polly. Kebble is initially nasty to Polly but Valmar sticks up for her. Polly tries to convince Valmar and Kebble of the Daleks' true natures, revealing to them the deception about the Examiner. She is successful in getting them to be more vigilant. Meanwhile, Hensell returns from the perimeter and detects an attitude from Bragen's guard when asking about the Dalek cables. The Doctor gives up on trying to escape and plays his recorder. The pitch of one of his notes opens Quinn's door. Quinn incapacitates the guard and frees the Doctor — placing the guard in the Doctor's cell. Hensell returns to find Bragen seated at his desk. When asked where the Examiner is, Bragen explains the Doctor's duplicity and puts him in the frame for murder. Bragen is supercilious and arrogant. When Hensell attempts to reclaim his power, Bragen refuses. Hensell calls for the guards, but they refuse to help. Bragen asks Hensell for cooperation. When this is refused, Bragen kills him with a blast from a Dalek. The Doctor and Quinn have sneaked into the laboratory and overhear Janley and Valmar discuss the return of Hensell before they leave the lab accompanied by a Dalek. Polly overhears the Doctor and calls out for help. Kebble and Quinn fight, and Kebble is knocked unconscious. A Dalek comes out of the capsule, and the trio run. The Doctor jams the door to the laboratory with a spanner as he leaves. The Dalek army congregate in the capsule and formulate a plan. They are to wait until the humans begin fighting amongst themselves and then reap destruction. The Doctor, Quinn and Polly discover Hensell dead, but they are captured by Bragen and his guards. Bragen has instigated martial law and orders the trio's return to prison. The Dalek army seize their chance and emerge to engage in full-scale slaughter, chanting, "Daleks conquer and destroy!" As the guards usher the Doctor, Quinn, and Polly to prison, they are stopped by armed Daleks. The Daleks refuse to let the humans past. Quinn leads the humans away, with the Daleks merely watching them go. Janley finds Bragen and rejoices that the revolution is over, but Bragen is unsatisfied; he wants to wipe out the rebels as well. Janley reluctantly agrees and turns to see Bragen putting down his gun, ready to kill her if she did not agree. Unbeknownst to the two of them they are overheard by Valmar. The Doctor and friends take an opportunity to attack the guards and escape. Meanwhile, Valmar has taken Ben and is hiding in the guest quarters. Valmar explains Bragen and Janley's plan and leaves to find the Doctor and Polly. Bragen announces to the colony that Hensell has been murdered by the rebels and that he has taken control. Quinn, the Doctor, and Polly find Ben on their own, and Ben tells them of Bragen's power-mad plans. The Doctor goes off alone to sort the problem out. The Dalek order is given: commence extermination. The Doctor is almost captured by Kebble and two guards, but they are attacked by Daleks; he and Kebble escape, with the Doctor saving Kebble's life. In the lab, Valmar has attached control wires to three Daleks. Janley enters and convinces Valmar that she has not betrayed them. The Daleks offer to fight for them and ask to be taken to where their people are fighting. With no way of moving forward the Doctor returns and escorts Ben and Polly out the window. Kebble is killed by a Dalek. Bragen is attempting to maintain control and orders his guards to fight despite the fact that the Daleks are attacking them too. The leader of his guards reports that they are being beaten. Janley and Valmar soon lose control of the Daleks, who are firing indiscriminately at all humans. They are on the brink of being exterminated when a guard shoots at the Dalek who is distracted, allowing them to escape. The Doctor and friends make it to the lab and are hidden by a deranged Lesterson as more Daleks emerge from the capsule. Lesterson insists that the Daleks are now supreme leaders and that the humans stand no chance. Lesterson also mentions a secret cable that Valmar rigged up inside the capsule that powered the rebels base. The Doctor suggests this could be the downfall of the Daleks and goes to seek out Valmar. Quinn saves Valmar as Janley is murdered by a Dalek. The Doctor finds Valmar, and he tells the Doctor where the cable is. The Doctor says he needs more time and sends Quinn to Bragen to manufacture a distraction. Bragen has lost contact with all his guards and issues a speech asking for the Daleks to lay down their arms. Quinn enters Bragen's office armed. Quinn orders that Bragen should make his guards return to the capital; they will be a diversion for the Daleks. Bragen agrees. Back in the lab, the Doctor finds the junction box with the cable he needs to sabotage the Dalek's static power. Polly, who was on lookout, warns of two Daleks. They enter and state how they have almost enough static electricity to move freely. Lesterson gives his life to distract the Daleks while the Doctor overloads the power, destroying the Daleks and wreaking havoc throughout the colony, knocking himself unconscious in the process. Seeing the destruction of the Daleks, Bragen and Quinn realise that the Doctor must have saved them. Bragen knocks the gun from Quinn's hands and is on the verge of shooting him when he is killed by Valmar. Quinn, now in charge, is appalled at the aftermath: not only are casualties enormous, but the Doctor's fiddling has destroyed the colony's power supply and will take months to repair. The Doctor suggests to Ben and Polly that they'd better leave "before they send us the bill", and they sneak away back to the TARDIS, outside which is a wrecked Dalek. Ben and Polly wonder if the Doctor really knew what he was doing when he destroyed the Daleks. The Doctor neither denies nor confirms. As the TARDIS dematerialises, the Dalek's eyestalk slowly rises upwards, almost as if it is watching the ship depart. Members of the clan McLaren, including piper Jamie McCrimmon, flee the battlefield at Culloden Moor in 1746. The Laird, Colin McLaren, is wounded, and son Alexander and daughter Kirsty McLaren help him. The TARDIS arrives nearby. Ben, Polly and the Doctor emerge. Ben is pleased as he sees that it is Earth and suspects it may be home until he dodges an incoming cannonball. The Doctor wants to leave, but Ben has gone to look around and Polly insists they follow him. Meanwhile, the party of Scots have taken refuge in a ruined cottage. They lament the failure of the battle. Jamie curses the prince, who fled the battle, and is berated by Alexander. They hear something outside and prepare to strike. The Doctor, Ben and Polly are examining a "spiked" cannon. The Doctor sees a Highland bonnet on the ground, tries it on and casts it to the ground. The Scots surround them. Alexander forces the Doctor to pick up the hat. They force the Doctor and his friends inside the cottage. The Doctor realises the hat belongs to Prince Charles Edward, "Bonnie Prince Charlie." The Jacobites intend to show no more mercy than the Redcoats as they suspect that they are Englishmen come to steal from the dead. However, when Kirsty hears Polly refer to the Doctor, she begs for them to live long enough to treat her father. With this distraction, Ben steals a gun and points it at the Laird whilst the Doctor disarms them. The Doctor tends to the Laird, sends Kirsty and Polly to fetch water and tells Ben to put down the gun when the Highlanders give their word not to harm them. Ben throws the gun on the table, but it discharges. This draws the attention of a half dozen nearby Redcoats. Algernon Ffinch and his men surround the cottage, but when Alexander emerges, attempting to draw them off, he is shot and killed. The Redcoats enter the hut. They take Ben to be a Highlander, and when he reveals his accent they suspect him to be a deserter and intend to kill him. The Doctor undertakes the guise of a German, "Doktor von Wer", and speaks with a heavy accent. He says he is waiting for an escort to return him to England. Ffinch is unmoved at Ben's insistence that they are prisoners of war. He says rebels are not treated as such and orders them to be hanged. Solicitor Grey and his clerk, Perkins, watch the battle and lament the needless killing of the rebel troops as a "waste of manpower". In his role as his Majesty's Commissioner of Prisons, Grey intends to profit from this rebellion by selling prisoners as slaves in the West Indies. After remonstrating Perkins for serving him corked wine, the two move off to try to "save" some of the Scots. Polly and Kirsty return. They try to cause a diversion by throwing stones at the soldiers. Ffinch follows Kirsty and Polly after recollecting that the prince may be trying to escape disguised as a woman. Kristy and Polly quickly run away from the soldiers. Polly's shoes make it hard to keep up with Kristy's pace. She discards them and continues on barefoot. The sergeant tries to hang the prisoners with the officer away. The prisoners are on the verge of having their stools kicked away from them but are stopped by Grey and Perkins. Grey bribes the sergeant. The men are released into his charge to be sent to Inverness. Grey rejects the Doctor and the Laird and orders them hanged, but "von Wer" quotes a point of law that convinces Grey to take him, with the Laird under the Doctor's care. Kirsty hides Polly and herself in a cave known to her family. Polly searches for valuables they can sell to bribe guards. She realises their friends will be put in gaol. She spots Kirsty's gold ring, but Kirsty won't allow it to be sold. It belongs to her father, who entrusted it to her. As Polly argues that they would need the money to get to Inverness, Kirsty pulls a knife on her. Polly, frustrated, goes off on her own. Kristy warns her she's liable to get lost in the dark. With light fading, Polly walks down a path until she falls into an animal pit. As she struggles to get out of the trap, she's confronted by someone above, holding a dagger. Polly is relieved to find that it is Kirsty, who tries to help Polly out but falls in. Polly climbs on top of Kirsty and tries to get out, but she spots Ffinch and his men searching, forcing them to duck back in. Ffinch decides to stay and berates his men for losing the girls before sending them back for his horse. Polly and Kirsty draw him towards the trap until he falls in, and the women take him prisoner. Kirsty disarms him and threatens to shoot him. At Inverness, the men are thrown into a dank, waterlogged cell. The Doctor tends to the Laird, feeling he will recover, but must use a bit of trickery to convince his 18th century friends that he knows what he's doing as they insist on blood-letting. The Doctor discovers that the Laird is wearing (and protecting) the Prince's standard. The Doctor takes charge of it, saying both that he won't escape the gallows with that found on him and that it's very nice and warm. He incites the prisoners to sing a rebel dirge, then uses his German persona to convince the guard to let him out, claiming they sung the song to incite him and saying he has news of a plot to kill the Duke of Cumberland. The prisoners turn on him but Ben sticks up for him; however, he worries about how high the water level will rise in their cell, pointing to a watermark near the ceiling. Kirsty and Polly have taken twenty guineas from Ffinch. Finding his credentials, they threaten to discredit him with his identity disc in case they need an ally in the colonel of the Redcoats. They take a lock of his hair and leave him. At the Sea Eagle, Grey orders Captain Trask and his men to load their cargo and the prisoners aboard Trask's ship, the Annabelle. The Doctor is brought before Grey, who pulls a gun to protect himself before dismissing Trask and Perkins. The Doctor admits the reason he wanted to see Grey was to show him the Prince's standard so as to split the reward for the prince's capture. Suddenly, the Doctor throws the flag over Grey, disarms him and locks him, bound and gagged, in a closet. When Perkins arrives, the Doctor convinces him he's ill and prescribes rest at the solicitor's desk for at least an hour; he blindfolds him and insists that the knocking and moaning noises he hears are only in his mind. Ffinch is delighted when the sergeant finally arrives but enraged when the sergeant exploits the situation by refusing to help Ffinch escape the pit unless paid. Ffinch offers money — then realises the women took it all. He promises payment when they return to Inverness. Trask returns to find Perkins and release Grey. They go to seek out the Doctor. The Doctor, meanwhile, has hidden himself in the Sea Eagle's scullery. He disguises himself as an old crone. Trask takes his next lot of prisoners and selects Jamie, Ben and the Laird on a rowboat to be taken to the Annabelle. They are led past the Doctor, who sees where they are being taken. They are led to an underground canal where they are boarded onto a rowboat. The Doctor distracts a guard with food to get to the trap door through which the prisoners were herded. As the prisoners approach the Annabelle, Trask orders a bound man to be thrown over the side and allowed to drown. That's the only way they'll ever get off the Annabelle, warns Trask. Ben, Jamie and the Laird are shoved into the Annabelle's hold. A rebel prisoner threatens Ben, suspecting him to be an English spy, but the Laird vouches for him. The man, Willie Mackay, recognises the Laird and says any friend of the Laird is a friend of his. Mackay says he is the true captain of the Annabelle, having been betrayed by Trask. Ben works out that they are to become slave labourers. Polly and Kirsty hide in a barn near Inverness. Kirsty has gone out to collect items of use whilst Polly watches the place at gun point. When Kirsty returns she comes with dresses and oranges as Polly's plan is to pass as orange sellers to get themselves nearer to the soldiers. Ffinch arrives at the Sea Eagle's dining room, exhausted and humiliated. The Doctor is there, still disguised. Polly and Kirsty are brought to see the lieutenant, wading through the soldiers' roving hands. The sergeant suspects these are the women they were chasing, but Ffinch is forced to confirm they are simply "old friends" as they surreptitiously threaten him. The sergeant dismisses his soldiers, and the three speak freely. Ffinch reluctantly tells the women about Grey. When Perkins enters, Ffinch directs him to them. The Doctor is unable to alert his friends to his presence. Solicitor Grey addresses the prisoners. They have three choices: one, become witnesses — or traitors; two, be hanged if they don't wish to turn King's evidence; three, sign seven-year contracts as plantation workers in the West Indies. Mackay warns the others against signing, saying they will not survive seven years. The others eventually come forward to sign, while Ben, Jamie, McLaren and Mackay hold back. Ben seemingly changes his mind and asks to sign. Under the guise of "reading it first", he tears up the contracts. Trask breaks out his whip, knocking Ben unconscious. Grey orders Ben clapped in irons. Grey goes off to have new contracts drawn up. Polly and Kirsty are "entertained" by Perkins while waiting for Grey. They grow uneasy and try to leave, but Perkins threatens them, and they stay as Perkins offers a game of whist. An old woman offers herself as their fourth. It is the Doctor with Grey's pistol in his hand. The Doctor threatens Perkins and explains he is not to leave. As the game starts, Grey arrives to witness this strange scene. He impatiently calls Perkins away and leaves. The Doctor insists that "we girls" leave first, ordering Perkins to wait for ten minutes or experience more symptoms of his "illness". Perkins, fearful of being shot, complies. Polly and Kirsty take the Doctor back to the barn. He reveals that the gun is not loaded, citing his dislike of weapons. The Doctor explains that Ben is on a ship. Polly wants to make a plan, but the Doctor wants to sleep. Polly drags an idea out of him: use the money they've stolen to buy weapons from the British soldiers and smuggle them aboard the Annabelle. Meanwhile, Grey and Perkins return to the Annabelle with three fresh sets of contracts. Grey orders Trask to ensure that all prisoners sign the contracts. When Trask says he'll use the whip, Grey orders that he is to treat them mercifully until they arrive safely in Barbados. Regarding Ben, he orders a ducking and for him to be brought on deck. The women return to the barn. They have had little luck getting weapons, their haul consisting of a broken sword, a pitchfork and a couple of knives. The Doctor returns with a wheelbarrow full of swords, muskets and pistols. He spots the ring on Kirsty's hand and recognises it as the prince's. Kirsty confirms that her father saved the prince's life. She is finally willing to part with it, and the Doctor intends to use it to save her father's life as "bait for a very greedy man". That night, Ben, completely bound, is tossed overboard the Annabelle. Trask pulls up the rope. Ben is no longer attached to it. He emerges from the water on the other side of the ship and swims through the freezing water. Exhausted, he makes it to shore, only to find a musket pointed at him. Fortunately for him, the Redcoat at the other end of it is the Doctor. He takes Ben to safety but not before alerting him to the rowboat full of weapons. Grey tells Trask to set sail tomorrow with his cargo. Trask questions Grey's authority but is soon overruled. Ben tells his friends about his escape, and they put their plan into action. The Doctor will return to the ship, rowed by Ben. While the Doctor distracts Grey and the crew, Ben will deliver the weapons to the prisoners in the hold. Polly and Kirsty insist on going along, so the Doctor gives Ben a different job. Meanwhile, Mackay laments their brothers' playing into Grey's hands, and the Laird, seemingly resigned to death, longs to see his daughter Kirsty one more time. Preparing to go ashore, Grey is surprised when Trask enters with the Doctor in his grasp. The Doctor presents the prince's ring and claims he got it from the prince himself, who is, at this moment, in prison. The Doctor tries to strike a deal for his whereabouts asking for 10,000 guineas. Meanwhile, Polly and Kirsty row out and find access to the hold. Kirsty whispers to her father and delivers the arms to him. Grey agrees to the Doctor's demands, and the Doctor claims the prince is in the hold of the ship. He claims the piper, Jamie, is the prince. They all go to the hold to see for themselves. They make their way quietly, and the Doctor points out Jamie at the far end. As they make their way over to the figure, the Laird lets out a battle cry. All the prisoners are up, and the fight begins. The captors storm the deck. Most sailors are quickly taken, but Mackay and Trask fight. Both men are wounded, but Trask escapes from Mackay out of the hold. Up top, the fight continues: Ben, who was prepared for such an attack, confronts Trask and is almost killed, but Jamie saves him by cutting a rope and swinging it into Trask, knocking him to the ground. Jamie fights Trask until Trask is forced over the side. Mackay takes command of the ship and bids his newly established crewmen to make ready to leave for France. The Doctor, his friends and Grey pile onto the rowboat where Kirsty is reunited with her father, and the Doctor and Ben are reunited with Polly. Perkins begs to be allowed to accompany the Scots to France, to which Mackay agrees. Back on the dock, Ben and Polly watch the ship disappear. The travellers and Jamie intend to use Grey as a way of evading the Redcoats whilst returning to the TARDIS. Redcoats come snooping along the quayside, and they duck into a boathouse. Grey cries out, and the Doctor, Ben and Jamie must fight the Redcoats. They win, but Grey escapes. They realise they'll have to find another "ally" to help them. They head to the Sea Eagle, where they find Lieutenant Ffinch. The Doctor uses the ruse of the prince's ring to extract Ffinch from a colonel, with whom Ffinch has been drafted to play whist. Polly produces Ffinch's identity disc to ensure his cooperation. The next morning, they are back at the cottage where they were captured. Ffinch is now on their side, having heard the tale of Solicitor Grey. Suddenly, they are surrounded by Redcoats led by Grey, who congratulates Ffinch on capturing the rebels. As Grey threatens them, Ffinch silences him, claiming he is a villain. Grey argues that he has done nothing wrong: the prisoners signed contracts and it is thus perfectly legal. He reaches for the contracts in his coat pocket, but they are gone. The Doctor, Jamie and Ben deny their existence. Ffinch has Grey arrested, gagged and marched to Inverness prison. Once Ffinch has gone, with a kiss from Polly, the Doctor produces the contracts from his pocket. Encouraged by Polly, the Doctor asks Jamie to join them on the TARDIS. He agrees as long as Jamie teaches him the bagpipes. They all leave in the TARDIS. Jamie is blown away by the interior and the workings of the TARDIS. The Doctor quotes Robert Burns to him — which confuses him further due to the fact that Burns wouldn't be born until ten years after Jamie was taken. The TARDIS materialises on a volcanic island. The crew explore their surroundings; Ben, Polly and Jamie climb up a shallow hill for a better vantage whilst the Doctor begins to investigate the rocks to give him a clue as to their whereabouts. As the three companions climb, Polly thinks she sees something in the distance, but Ben and Jamie say she must be imagining it. Polly decides to wait for the boys as she is running out of breath. They leave her on a ledge to return for her when they reach the top. She begins to explore and finds a bracelet that she examines very closely before beginning to explore in a nearby cave. Here she is confronted by robed figures. She screams, which alerts Jamie and Ben. They return back to the cave and begin to explore. They are ambushed by the robed figures who capture them and put them in a small room where Polly is tied up. They discuss what to do until the door opens again and the Doctor is thrown in with them. Once all four are together, the room begins to descend like an elevator. The companions suffer difficulty in breathing, nausea and a strange taste in their mouths before they fall unconscious. They awake later in a compression chamber. The Doctor wonders when they are. Polly takes a stab at the 1970s. When challenged she reveals the bracelet which is a souvenir from the 1968 Olympics in Mexico, alluding to the fact that it must be some point after that. A guard armed with a spear enters. Polly and Jamie try to communicate with him but to no avail. He gesticulates with his spear, indicating that they should go down a corridor. They are taken to a dining hall and given a dinner of plankton. The armed guard is hostile towards a serving girl called Ara, for whom the Doctor sticks up. Lolem, a priest, arrives and says that their goddess Amdo prophesied visitors falling from the sky before one of their festivals. He orders his guards to seize the four travellers in preparation for their sacrifice. As they are dragged away, the Doctor says he has something important he needs to say. Lolem humours him and says he has five minutes whilst his friends are dragged away. The Doctor says that Professor Zaroff, who he has deduced to be there, would be very disappointed if he heard that Lolem had killed him. When questioned as to how he knew Zaroff was there, the Doctor states that only he could produce such delicious food from plankton. Lolem says that this changes nothing and that the Doctor will still die. The Doctor asks for him to send a note to Zaroff. Lolem forbids this, but the Doctor smuggles the note to Ara and asks her to deliver it. The companions have been led into a temple surrounded by a moat of shark-infested water. Ben, Polly and Jamie are tied up and placed on ramps that tilt into the water. The Doctor is led into the temple, tied up and placed on the fourth ramp. The ramps slowly begin to lift. The four victims try to cling on as best they can. Ara goes to Zaroff's quarters and is forbidden entry. She then asks to see someone called Damon. Damon is given the note which reads, "Vital secret will die with me. Dr. W." Damon immediately gives the note to Zaroff, who rushes out and stops the ceremony and orders the Doctor to be released. Initially his companions are to be consigned to their fate, but the Doctor tells Zaroff that he will not tell his secret whilst his friends are in danger. They are sent to the labour controller. Zaroff and the Doctor speak privately. It is revealed that Zaroff faked his own death, allowing the world to think he was assassinated or kidnapped in a plot between East and West Germany. The Doctor flatters him so much that when he admits that he has no secret, Zaroff praises him for his sense of humour and allows him to live. Damon is in charge of the labour and sends Jamie and Ben to the mines. When left alone with Polly, he slightly intimidates her before showing her Zaroff's plans. Outside are farmers who have been given plastic gills in order to farm food under the water. Polly marvels at this but blanches when she discovers that this is the fate that Damon has in mind for Polly. The Doctor and Zaroff talk and the Doctor deduces that they are in the lost city of Atlantis. Zaroff reveals that, in return for raising Atlantis, he was allowed to practice his experiments in the city. Ara comes and informs the Doctor of Damon's plans for Polly. The Doctor tells Ara to go back to Polly, watch over her and, if she has a chance, to get her away from Damon. However, it seems too late as Polly is on the cusp of being anaesthetised by Damon. Whilst being shown round a laboratory, the Doctor fiddles with the lighting, which affects the operating room. This stalls the procedure. Damon storms up to the laboratory, demanding to know why Zaroff is draining so much power. Zaroff shows Damon he has a separate generator. Whilst the two argue, the Doctor fuses the generator, plunging the operating room into darkness. The two doctors leave Polly to see what is going on. Ara sneaks in and frees Polly — taking her to the caves.  Damon is furious with the Doctor, and even Zaroff agrees it is best if the Doctor stays with him. Zaroff explains his plan to the Doctor. He plans to core into the centre of the Earth and drain the water away so as to render Atlantis accessible by land. The Doctor realises it will blow the planet apart and Zaroff concedes that this is an issue, before stating that will be his final testament.  Down in the mines, Ben and Jamie meet Sean and Jacko. They are immediately ingratiated into their gang when Jamie helps them hide a compass from the dictatorial foreman. They explain that they are going to use a compass for a break out plan.  The Doctor discovers that Polly has been freed and escapes from Zaroff's lab by creating a chemical reaction that causes a stultifying effect on those that breathe in the fumes.  Sean and Jacko explain that they have found an underground shaft which they will use to escape. Ben and Jamie will join them. An alarm sounds in the mine, which means the group is going to separate. The four decide to slip away in this process.  The Doctor has sneaked into the cave system. He encounters Ara, who tells him Polly is safe. While they talk they overhear a priest called Ramo talking to Damon. The Doctor discovers that Ramo also mistrusts Zaroff. The Doctor asks Ara to distract Damon so he can talk to Ramo privately. Ara approaches Damon and tells him that she saw Polly in the marketplace. Damon falls for it, and the Doctor approaches Ramo. He goes to call out, but the Doctor convinces him that he has important information regarding Zaroff. They go somewhere private to discuss.  The party of escapees decide to split up to find the best way through the mines.  At the temple, the Doctor shows Ramo what Zaroff intends to do using a jug and a fire as props. Ramo is convinced and says he will summon him to an audience with the supreme leader Thous but warns the Doctor that Thous is a strong advocate of Zaroff's.  Jacko joins up with Sean and Ben to say that Jamie has slipped down a cliff edge. Sean goes on to see if there is a better means of escape while Sean and Ben go back to help Jamie.  Back at the temple Ramo gives the Doctor some ceremonial robes in order to get him close to Thous. As soon as they leave, Polly leaves from her hiding place. As she does, a secret door in the temple opens and Ben, Jamie, Sean and Jacko emerge.  Once alone, the Doctor and Ramo explain Zaroff's plan to Thous. He asks to be left alone to consider his options.  Ara returns to feed the refugees but is interrupted by people entering the temple. Everyone except Ara hides in the secret compartment.  The Doctor and Ramo are summoned to the temple. Thous said he has considered both their opinions. Just then, Zaroff and his guards enter. Thous tells Zaroff to do with them what he will.  The Doctor tries to protect Ramo by telling them that he was led astray by him, but Ramo stands up for himself and states he has always hated and mistrusted Zaroff. The Doctor and Ramo are led away to be fed to the sharks. When left alone with Thous, Zaroff promises him that the Doctor's stories were untrue.  The Doctor and Ramo are brought by Lolem, the high priest, and the priests to the idol of Amdo, about to be beheaded as a sacrifice and fed to the sharks when a voice issues from the statue of Amdo, commanding all present to bow their heads. The Doctor, recognising the voice as Polly's, escapes with Ramo and meets up with his friends in the secret enclave in the temple. On rising from their prayer and finding the Doctor and Ramo gone, Lolem claims it to be a miracle. The statue has a mouthpiece on the inside designed for people to sound like their words are emanating from the idol.    Zaroff tells Thous that his plans will come to fruition in two days' time. Lolem enters and tells Zaroff and Thous of the "miracle". Zaroff is scathing of Lolem's stupidity and orders Atlantis searched despite the doubts of Thous.  Inside the idol the Doctor makes his plans: Sean and Jacko will convince the fish people to stop supplying the perishable plankton to Atlantis, and the rest will kidnap Zaroff. The Doctor and Polly disguise themselves as regular Atlantis shoppers in the marketplace whilst Jamie and Ben disguise themselves as guards. Avoiding the real guards, the four of them trick Zaroff away from his guards and into the temple where he is captured.  Meanwhile, Sean insults the fish people until they are in such a state of disarray that they agree to stop production to get back at Zaroff, the man Sean blames for their current state of servitude.  Zaroff taunts the Doctor, saying that without him the plan will still go ahead. The Doctor doubts this, stating that Zaroff's egomaniacal ways would stand in the way of such a hands off approach. Zaroff becomes enraged by this and falls into a fit. The Doctor takes Ben and Jamie to the laboratory to check on Zaroff's progress while Polly and Ramo guard Zaroff. A service is going on outside, so the Doctor and his companions hide until it is finished.  Inside the idol Zaroff repents his behaviour and begs Ramo to help him up so he can pray with him. Ramo consents after convincing from Polly. This is a trick, and a scuffle breaks out between the two. Eventually Zaroff stabs Ramo and disappears into the cave system with Polly as his hostage.  Once the service has finished, the Doctor decides Jamie should go back and ask Ramo for directions. As he turns back, he meets the mortally injured Ramo, who mutters about Polly's abduction before dying. The Doctor sends Jamie after Polly whilst he and Ben go on to the laboratory.  Jamie catches up with Polly and overpowers Zaroff. A fight breaks out between them. Zaroff appears to have the upper hand when Sean and Jacko join the fight. Zaroff runs off into the cave system. Polly decides they need Ara to help reunite them the Doctor.  Back at the council chamber, Thous is informed by Damon of the revolt of the fish people. He agrees to enter discussions with them. Zaroff enters and overrules this, saying that any dissenting fish people will be killed. Thous says he has no right to overrule him and attempts to arrest Zaroff. Zaroff shoots Thous. Zaroff then orders his two guards to kill Thous' guards — which they do. He then vows that nothing in the world can stop him now.  The Doctor and Ben discover the bodies left by Zaroff. The two guards are dead, but Thous is wounded. They decide to take him back to the temple. Jacko and Sean are unsure as to what to do — they are tempted to leave the Doctor to it. The Doctor returns with Thous and announces his plans. He informs them he is to flood Atlantis to stop Zaroff. He orders Jacko and Sean to move the people while he and Ben will begin the process. Zaroff hears that workers are leaving their post due to the shortage of food — they are having to go and scavenge their own food. Ben and the Doctor sneak into the generating station by Ben, dressed as a guard, pretending that the Doctor is his prisoner. Once inside, they knock out the scientist and make the reactor overload before heading off to Zaroff's laboratory. Lost in the cave system, Jamie and Polly see one of the cave walls glowing luminously due to the radiation. As the wall begins to degrade, water begins to flood in. The pair need to make it to land, but the path they choose leads to a dead end. Jacko and Sean hear the noise and decide it's time to leave. Damon joins their gang, lamenting the ruination of his life's work. As they escape, the temple is destroyed. Thous is distressed that Lolem was in there, but they are forced to push on. Zaroff, concerned by the fluctuations caused by the Doctor, brings the mission forward. It will commence in five minutes. The Doctor enters and explains to the technicians and guards Zaroff's true plan. They desert him. Zaroff locks himself into his laboratory, saying that the Doctor and Ben will never get to him. As time passes, Ben hears the sea approaching and makes to leave. In order to make life harder for Zaroff, the Doctor cuts off his light supply. Zaroff comes out from his laboratory, armed, to switch the lights back on. Ben returns and locks Zaroff in his own laboratory, allowing Ben and the Doctor to escape. The Doctor wants to go back to save Zaroff, but there is a rockfall blocking the way to the laboratory. The water rises in Zaroff's laboratory. As the dial on his experiment drops to zero, he descends into the water. In the cave, Polly and Jamie reach a ledge and Polly gives up, but Jamie convinces Polly to continue climbing up. Soon enough they reach the surface. Jamie breaks it to Polly that it is unlikely the Doctor and Ben have survived. Also safe, Ara, Thous and Damon think the Doctor dead. Thous wants to raise a stone for him in the new temple, but Damon says there will be no temples in the new Atlantis. As Ben and the Doctor make their way up to the land, Ben wonders if Polly has survived. On land, Polly and Jamie sit disconsolate, until the Doctor and Ben emerge from the ground. They head to the TARDIS. As they dematerialise, Jacko and Sean look on in bemusement. In the TARDIS Jamie admits that, without having a clue what's going on, he is enjoying himself. The crew mock the Doctor for not being able to control the TARDIS. He says that this isn't true and to prove it he will take them to Mars. He flicks a switch and the TARDIS begins to careen out of control. The TARDIS makes a bumpy landing after the Doctor manages to control its descent. The travellers observe the scanner, and Polly says that they have landed on Mars after all. Ben disagrees and says it must be the Moon. The Doctor agrees. Annoyed that he failed to control the ship, he wants to move on straight away but is overruled by Ben and Polly, who want to explore. The Doctor reluctantly agrees and decks them out in space suits. The travellers explore the surface of the Moon. They begin to lark about in the lower gravity, but Jamie over stretches himself and knocks himself out. As the others go to save him they discover his unconscious body being carried away into a Moonbase. They follow and the door opens, welcoming them. Inside the Moonbase a staff of workers are operating a series of consoles. One of the workers collapses, leaving marks on his face. Hobson, the controller, sends the man to sick bay to join the others who have come down with this virus — who include the base's doctor. Ben, Polly and the Doctor are led in. Hobson allows Polly to look after Jamie in the sick bay but keeps the Doctor and Ben with him. Hobson explains that the Moonbase is a weather control station that keeps Earth's weather in check. They are using a gravity machine called the gravitron to control the weather. As this is being explained, another worker falls ill. The Doctor offers his services. The Moonbase contacts Space Control to inform them; Space Control reacts by quarantining the Moonbase. One of the crew informs Hobson that their latest communication with Space Control was listened in on by someone close to the base. Down in the sick bay Polly is looking after Jamie, who is hallucinating about the Phantom Piper, his clan's variant of the Grim Reaper. The Doctor sends Ben back up to the control room as he needs someone to be keeping an eye on the goings on up there. He does so and is allocated to work with Ralph in the storeroom. Once he gets there, he discovers that someone has been stealing food. He is sent to do a job and while he is away Ralph is attacked by a metal hand. By the time Ben returns Ralph's body is gone. Back in the sick bay, Polly discovers the Doctor investigating some silver paper. They are interrupted by Dr Evans, the base's previous doctor, who wakes up and screams something about the silver hand before collapsing dead. The Doctor wonders what he might have meant and goes to report the death to Hobson. Ben is reporting the disappearance of Ralph to Hobson when the Doctor comes to explain about Dr Evans' death. Hobson refuses to report it to Space Control just yet as they will close his operation today. He goes down with the Doctor to observe Evans' body. In the sick bay, Polly is helping Jamie to drink some water. He wakes up to see a figure behind Polly. She turns and sees it disappear through the door. She screams, alerting the Doctor and others. On exploration there is found to be nothing there. Hobson puts this down to Polly's nerves. Hobson goes over to Dr Evans' bed and finds the body gone. He asks the Doctor if he is playing a sick joke, but the Doctor assures he isn't. Hobson is informed of another crew member going down with the virus and leaves, telling the Doctor that he will be kicked out if he can't find Evans' body. The Doctor goes to explore whilst Polly leaves to fetch Jamie some water. He awakes to see a Cyberman approaching him — convinced that it is the phantom piper, he collapses. The Cyberman goes to take another body, but as he leaves Polly witnesses the Cyberman's exit. She screams, which alerts the Doctor and the others. Polly insists it was Cybermen, but Hobson does not believe her due to lack of evidence. He sends guards out to scour the base for any signs. Hobson begins to suspect that the situation might be down to the presence of the Doctor and his friends as the situation has only escalated since their arrival. Ben says they are more than happy to leave, but the Doctor says they have to stay as he feels he should stay and protect the base from the evils of the universe. Hobson gives the Doctor 24 hours to sort out the situation or else he is to leave the Moonbase. Left alone, the Doctor says that he wants to analyse everything in the Moonbase. When asked if he is a medical doctor, he says he took a medical degree in Glasgow in 1888 under Joseph Lister. Back in the control room Hobson notices that the Gravitron is becoming faulty and is stopping them from being able to control the hurricane on Earth. The Commander of the Space Control contacts them and states that it is of the utmost importance they protect mainland America from this hurricane. Hobson sets about testing every part of the centre. The Doctor enters and begins to take samples from the crew as they go about their work. They begin to get frustrated as they find nothing wrong. In the sick bay, Ben leaves Polly to get some more supplies. When he is gone, a Cyberman sneaks up to Jamie and Polly and attacks them both. He goes to take Jamie before deciding to take another body. The Doctor enters and nurses Polly back to health. Unbeknownst to any one on the base, there is a hole in the food bay where at least one Cyberman is stowed away. In the control room, one of the engineers discovers a fault with one of the antenna. Hobson asks when it went awry and is told it tallies with the Doctor's arrival. This makes him more convinced about the Doctor and his friends, and he goes to kick them off the Moonbase. As he does he is told by Ben that another person has been taken from the sick bay. Two crew members prepare themselves to go out and check the antenna. In the sick bay, the Doctor explains to Polly that he has tested everything on the base and has found nothing. When Hobson enters, the Doctor acts like he is too busy to talk to him, pushing him out of the laboratory. When he tries to kick the Doctor off the Moonbase, the Doctor pretends to have found something. As soon as Hobson leaves, the Doctor tells Polly it was all a ruse and that he is nowhere. Polly offers to make coffee for everyone. Out on the surface of the Moon, the two engineers are attacked by Cyberman, stripped of their suits and taken away. As the coffee is served to the crew, the Doctor admits that he has no clue as to what is causing the disease. As Hobson and the Doctor talk, one of the crew collapses — another subject of the disease. He is taken to the sick bay. As Hobson is about to drink his coffee, the Doctor knocks it from his hand, suspecting that it is the sugar that is contaminating his crew. He rushes down to the sick bay, and his suspicions are confirmed when he finds a large neurotropic virus that attacks the nerves laced through the sugar. Hobson asks how it has been put there, and the Doctor states it must be the Cybermen — Hobson says that his men have looked everywhere. Conspiratorially the Doctor asks if they have checked in the sick bay where they are now. Hobson says they didn't have to as there is always someone in here. They begin to look around when they discover a Cyberman on one of the beds covered by sheets. Polly gasps in horror as it gets off the bed and moves towards them. Another Cyberman enters. Bob, a crew member, is killed when he tries to attack one of the Cybermen. The new Cyberman links back to the Cybership. The Cybermen explain that the men that have gone missing are not dead, just altered, and that Jamie was left because his head was damaged in the fall, rendering him useless to the Cybermen. The Cybermen order Hobson to take them to the control room and tell Ben and Polly to remain in the sick bay. In the Cybership, the Cybermen are converting the members of the crew to operate under their control. They are placed into capsules for delivery back on the Moonbase. In the control room, the crew attempt to contact the engineers who went out to fix the aerial. There is no response. Their activity is disrupted by Hobson leading in the Cybermen. They explain they are to take over the Gravitron to destroy the Earth so as to eliminate any danger. They also explain that they gained access to the Moonbase under the ground. Back in the sick bay Jamie wakes up, and the trio talk about how to get the Cybermen. Ben speculates about radiation whilst Jamie suggests holy water. Polly takes Jamie's idea and thinks about how nail varnish dissolves plastic and that the Cybermen's control panel seems to be made of plastic. Ben and Polly mix together a number of solvents and place them in a spray. The trio leave armed with their corrosive liquid. In the control room, the old crew, now under the control of the Cybermen, are led in and take the places of the human crew controlling the Gravitron. The Doctor fiddles with a piece of machinery that renders the controlled crew temporarily useless. The Doctor speculates that they are under sonic control. He speculates that the Cybermen are having the controlled crew work on the Gravitron because they don't like gravity. Sensing the change in weather, Earth attempts to contact the Moonbase, but the Cybermen order that there is to be no reply.  Earth asks them to deploy a flare if they are under duress. One of the controlled crew collapses under the exposure to the thermo-nuclear power in the Gravitron, but the Cybermen make him come back to life. As the Doctor begins to experiment with the Cybermen's sonic control, Ben, Polly and Jamie enter, spraying their solvents which have the desired effects. The Cybermen crumble to the floor. The Doctor quickly removes the headpieces from the controlled crew, who are then rushed to the sick bay. In the Cybership, the waiting Cybermen note the lack of contact from their colleagues. One of the Cybermen tells the other to prepare their weapons for the invasion of the base. On the Moonbase, Benoit, a member of the crew, suggests he go out and look for the engineers that went missing. Hobson agrees but says he needs to be observed by another member of the crew. Benoit finds the suits and contacts the Moonbase. As he does, he hears his crew mate warning him of the Cyberman, but Benoit doesn't see a Cyberman until he turns and sees it directly behind him. The Cyberman attempts to shoot at him, but his gun does not work in space vacuum. Benoit rushes off with the Cyberman in pursuit. Benoit is tiring and will be caught before returning to the Moonbase, but Ben emerges from the airlock and throws a flask of the corrosive liquid at the Cyberman. Back on the Moonbase, Hobson prepares for more assaults. They have located the Cybership. Hobson goes to look at it in the telescope and sees an army of Cybermen marching across the surface of the Moon towards them. The Cybermen contact the Moonbase to tell them that they have surrounded them and that resistance is useless. Hobson is defiant and replies that they have blocked their point of entry. Hobson attempts to contact Earth and finds the signal has been jammed through the Cybermen interfering with the signal. The crew speculate that all they need to do is wait it out for the relief craft that Earth would send due to the lack of communication with the Moonbase. The Cybership has picked up the imminent arrival of the ship and orders the army of Cybermen to deal with that first before gaining entry to the Moonbase. One of the Cybermen transmits out a control signal which awakens Evans in the Moonbase sick bay. He knocks his guard out and leaves the sick bay. Evans manages to infiltrate the control room. He sneaks into the control centre of the Gravitron, knocking out the crew member and taking his place. The rest of the crew are delighted to see the relief craft approach but become confused when it begins to change course and accelerate. The ship is on a direct path heading for the sun. The Doctor suggests that the only thing that would have caused this would be some sort of deflection from the Gravitron. It is then they discover Evans in control of the Gravitron and guilty of diverting the ship. The Doctor sends Jamie and Ben to go to the sick bay to ensure that the other crew have not been reanimated and to barricade them inside. They guard outside, but soon enough the crew awake and try to make their way through the barricade. In the control room Hobson is using the tannoy to try to reason with Evans, but to no avail. They decide to rush him but are stopped by the Cybermen communicating with them, saying that the Moonbase is now under their control. They fire a laser into the side of the Moonbase, sucking the oxygen out. As the crew begin to suffocate, Hobson and Benoit fix the hole using a coffee tray. Amongst the chaos, the Doctor notices that Evans has collapsed and moves him from the control room. To Hobson and the Doctor's shock, another Cybership lands and a weapon is unloaded from it. The crew dive for cover, but the Doctor stoically stands his ground. As they fire, the laser is deflected from the gravitational force of the Gravitron. This success gives the Doctor an idea. He asks if the Gravitron can be dipped so low it could have a bearing on the surface of the Moon. Benoit and Hobson say it has never been tried, but they attempt it. With a few minor adjustments to the machine it is achieved, which sends the Cybermen and their ships floating off into space. Before Hobson has a chance to thank the Doctor, he and his companions have disappeared. Borrowing some space suits to get back to the TARDIS, they see a ship fly overhead. The Doctor speculates that this will not be the last they see of the Cybermen. Once back at the TARDIS, the Doctor is curious to see what becomes of the Moonbase and elects to use his time scanner to see its future. Before he gets a chance to do this, Polly, now stricken with fear, points out that a large claw has emerged onto the scanner. A drum majorette and a futuristic band rehearse for a festival performance. The Pilot of the colony compliments Barney, the band's leader, but their idyllic conversation is disrupted when Medok, another colony member, bursts through half-crazed and escapes outside. Ola, the Chief of Police, and several guards pursue him. Ola explains that Medok has "refused treatment". The Pilot is suddenly deadly serious; Medok must not get away. In the wilderness outside the colony, Medok takes cover in rocks to hide from the oncoming guards. As they pass him, the TARDIS materialises, and the Doctor, Ben, Polly and Jamie tentatively step out, wary of the huge claw they saw on the time scanner. Medok attacks, but Ben and Jamie subdue him as Ola and guards arrive. They tie up Medok. Ola thanks them for apprehending their convict and welcomes the strangers, inviting them to meet their Pilot, who will want to thank them for their help. As the music chimes, signalling a work-shift change, the Pilot offers his gratitude to the strangers. He sends them to the Refreshing Department. Jamie hangs back, suspicious, but follows with Polly. As they arrive, a picture of a man appears on a large screen and a friendly, commanding voice welcomes them. The Pilot explains this is the colony's Controller, then takes his leave as Barney offers the four travellers the hospitality of the Department: shampoos, clothes cleaning, beauty treatments etc. As Ola roughly accompanies Medok back into the colony, Medok's old friend Questa sees him. Questa has heard he's been seeing things. Medok corrects him: there are things, horrible creatures coming out at night. The Controller announces a reception to welcome the strangers. Questa asks Medok to join in like he used to. As Medok spews more dangerous talk, Ola drags him away. At the prison, the Doctor manages to break into Medok's cell and talk to him. He's curious about what Medok has seen, but Medok is suspicious of this stranger. He mentions creatures he has seen at night that crawl over the ground. Medok takes his chance, pushes the Doctor and escapes. An alarm bell sounds and the Doctor explains his actions to the Pilot and Ola. Ola wants to send the Doctor to "work in the pits", but the Doctor is saved by his ignorance of colony laws and the fact that he caught Medok in the first place. He casually mentions people crawling over the colony to Ola, who warns him his talk might end him up in the hospital "for correction". The Pilot is eager for the strangers to learn more about the colony. He tells Ola to bring them to the Labour Centre. En route, they pass though a construction area where new homes are being built. The Doctor spots Medok hiding in the site, but says nothing. At the Labour Centre, the Controller informs the work force of the escaped prisoner. The travellers ask about the work being done, but the answers are vague: they tap and refine gas, but can't describe what they use the gas for. Suddenly two workers stagger in with "gas sickness". Ola and Questa brush it off, saying the work must be done. Polly is surprised and doubtful, then notices the Doctor is gone. The Doctor has slipped away to find Medok back at the construction site and questions him more about the creatures he's seen — giant insects with huge claws. Others have seen them too, but they get locked up in the hospital. Another alarm sounds, and Medok sends the Doctor back. The others are relieved to find the Doctor, as curfew is announced. Barney shows the travellers to their sleeping cubicles in the Refreshing Department but, as soon as it is quiet, the Doctor slips out to find Medok again. As he does, the Controller informs the colony that all people seen out of their sleeping compartments risk their lives. As Ola and the guards patrol, the Doctor evades them and finds Medok. They hole themselves up in a half-completed house. They seem surrounded, but the Doctor finds an escape hatch. While he helps Medok escape, Medok spots one of the crab-like creatures below them. Medok is excited to have seen the creature with the Doctor, thinking he can prove he wasn't "seeing things". His shouts bring Ola and the guards to them, and Ola completely dismisses their claims. He brings the Doctor before the Pilot. The Pilot sees the Doctor individually. While the Doctor is impressed with the colony's technology, especially a piece of equipment that allows him to see the whole of the colony, the Pilot questions him about his "crime". The Doctor starts to explain why he believes Medok, but Ola interrupts to report that Medok swears the Doctor was trying to make him give himself up. The Doctor is released back to the Refreshing Department, and Medok returns to the hospital for another round of treatment. The Controller commands that the strangers be given "the advantage of high-powered adaption" within their "deep sleep" to prevent any further criticism from them, making them more like other obedient colony members. The Pilot sets about this process. Jamie, Ben and Polly are already being brainwashed in their sleep. Jamie sleeps fitfully, and the thinking patterns do not take hold. He awakes and tries to alert Ben to voices he thinks he hears, but Ben argues him down, quoting passages from the brainwashing and saying that they will need to work in the morning. The Doctor arrives at Polly's cubicle and overhears her brainwashing. He shorts the circuits controlling this, which wakes Polly up. He makes her promise to disregard anything she may have dreamt about and ensure she always makes decisions carefully. The Doctor rushes off to Ben and Jamie's room and disconnects the machinery, but Ben is angered, saying it is an insult to the colony. He gets into a scuffle with Jamie but eventually leaves and reports the Doctor's crimes to Ola. The Doctor and Jamie are taken away. At the hospital, the Pilot is lamenting that Medok's treatment is failing and he'll probably have to be sent to the pits for life. Meanwhile, Polly angrily leaves the cubicles after arguing with Ben and runs to the construction site to avoid him. Ben follows and captures her, violently dragging her back towards the cubicles. Polly spots something in the distance and screams. She describes it as a creature like a large crab with huge claws. Ben sees nothing and is dubious until he spots something himself. A huge claw grabs Polly, and Ben fights it off. After a while, the creature retreats. After the release of Polly, they soon find themselves surrounded by Macra, but their nimble legs let them escape back to the colony. The Pilot confronts the Doctor about his actions, but the Doctor is proud of them. Seeing the Pilot also has a nerve circuit attached to his rest cubicle, the Doctor fuses that, too. Ben and Polly are also brought before the Pilot. Polly tells their harrowing tale, asking Ben for confirmation. Ben denies seeing any creatures, much to the consternation of Polly. The Doctor is convinced Ben has been brought under the evil influences at the heart of the colony. He and Jamie ask pointed questions regarding the Controller which start to get even the Pilot thinking about the true motives of his leader. This eventually forces the "Controller" to appear in person. An old, dishevelled man is put on the screen. He can barely speak and does not have the voice of the Controller; however, he is clearly a much older version of the man portrayed as the Controller on screen. He is suddenly grabbed by a claw. He yells at the creature to get back and he'll obey, but to no advantage, and is dragged away. Polly then screams that the Macra are in control. The Doctor, Jamie and Polly are condemned to pit labour in the "danger gang". The Controller orders the Pilot to forget what he saw on the screen. The Pilot orders Ben to keep an eye on his friends. The three prisoners are brought to the pithead, where Officia is in charge. He recalls their shift leader, who turns out to be Medok. Medok demands they have a supervisor, and the Doctor and Polly squabble over who should go. Jamie casually suggests that the Doctor may be more "useful" up top. Jamie and Polly are given masks and sent down. While the Doctor studies the controls, he spots Ben and talks with him. Ben is completely under control, and the Doctor comments that this is very unlike him and that he should keep out of Jamie's way as he will be less forgiving There is soon a gas strike and the workers connect a large cable to stop a leak which causes one of their team to collapse. Medok tells Polly and Jamie that the gas is lethal and no-one knows what it's used for. Meanwhile, the Doctor is working out some calculations on the wall and is very pleased with his work. The Pilot finds him and accuses him of stealing a secret formula, but the Doctor insists he has worked it out on his own. The Pilot orders that he erase his work so that no one sees it. The workers probe for more gas. Jamie finds a door, and Polly comments that it's very new and strong. Officia meddles in some of Medok's work, and gas erupts in his face. Jamie uses the opportunity to steal Officia's keys. Ben sees this and helps Officia out of the shaft. Jamie and Polly worry that Ben saw the theft. Jamie uses the keys to enter the strong door, but Polly is called back by Medok to work. An alarm sounds and, when Polly tells Medok that Jamie has escaped, he follows him, leaving Polly. Up top, Officia realises his keys are gone, and Ben suggests he must have dropped them. When Officia leaves, Ben confesses to the Doctor that he knows Jamie took the keys but doesn't know why he didn't tell Officia. The Doctor says this is because he is recovering, but Ben leaves to tell the Pilot. While Medok searches for Jamie, he is attacked by a Macra. The Controller forbids the guards to be allowed into the old shaft (where Jamie and Medok have gone). Jamie discovers Medok dead, then finds a very still Macra in front of him. He throws a piece of rock at the inert creature. It opens its eyes briefly but remains chiefly inactive. The Doctor, now joined by Polly, is trying to analyse the gas and is not having success. Ben cannot find the Pilot, but when the Pilot is not in his office, his conditioning continues to break down, especially when another worker mentions the word "friends". The Controller orders gas diverted into the old shaft, intriguing the Doctor. The Doctor suggests that maybe the gas isn't to kill. He theorises it is to keep something else alive. The Doctor tries desperately to figure out how to help Jamie. As Jamie coughs and splutters, the Macra comes to life and moves towards him. He flees but is soon met by a second terrifying creature. The Doctor tries to work out how to reverse the gas flow but fails to understand the equipment. The Doctor then enters the pit head and fiddles with some equipment, which tricks Officia into revealing which controls to manipulate. The Doctor sets his plan into action by causing oxygen to flow into the shaft. Officia tries to get help, but the Doctor has the keys now and locks the entrance to the pithead from the outside. Down in the shaft, Jamie slides into a rock crevice, but it won't protect him long. The Macra manage to grab Jamie and extract him from the crevice, which causes a mini-landslide. As they are about to grab him, the oxygen inflow causes the Macra to slump, allowing Jamie to escape. Control immediately sends Ola and his guards to the locked door to return the gas to the shaft. The Doctor and Polly hurriedly escape into the mine, locking the heavy door behind them before the guards can follow. They find a pipe room and follow the shaft deeper, despite Polly's reluctance. Ola manages to open the door to the pit head and return the gas to flow into the shaft. Luckily Jamie has escaped the shaft by prying open a grate and wriggling into a cupboard back in the colony. Outside, some sort of cheerleading practice is taking place. Despite his best efforts, Jamie is seen by the leader and mistaken for an auditioning dancer. Jamie shows them the Highland Fling and flings himself out the door — right into the arms of Ola and the guards. Ben, still struggling, identifies him, and Jamie is arrested. As he is led away, Ben is clearly regretful. The Doctor and Polly hear the voice of the Controller and make their way towards the chamber and see that, indeed, the Macra are in charge. They inhale the gas and issue commands. They require the gas to survive and are entirely dependent on it, using the humans to mine it for them. The Doctor and Polly decide to take the risk of telling the Pilot and bringing him to see the truth. In the Pilot's office, Ola and the Pilot argue. Ola criticises the pit operations, allowing the strangers to escape and endanger the colony. The Doctor and Polly come right in, of their own free will. The Doctor greets everyone and tries to reconcile the two men. Jamie is horrified they've walked into a trap. The Doctor persuades the Pilot to go with him, despite the Controller's wild and panicked attempts to intervene. The colonists are meanwhile frightened by the Pilot's disobedience. The Pilot tells Ola to mind his own business and accompanies the Doctor. Polly and Jamie prepare for the worst. Ben's conditioning seems to be wearing off, but they realise Ben is absent. The Doctor takes the Pilot into forbidden territory through the pithead. Officia tries to stop them, to no avail. The Controller gives Ola full leadership of the colony and sends all the guards after the Pilot. By this time the Doctor and the Pilot have got to the chamber, allowing the Pilot to see the truth. The Pilot vows to kill the Macra, whilst the Controller screams that the Doctor and the Pilot must be destroyed. The humans double back to inform the colony. When they return to the pithead, the Doctor and the Pilot are arrested and, with Polly and Jamie, returned to the pipe room under orders of Control. Under orders from the Controller, the building is to be cleared for four minutes. Hearing this very specific time, Polly and her friends wonder what is going to happen to them until they realise gas is being vented into the pipe room. The Doctor and his friends begin to slowly succumb to the poison. Outside they hear a knock and realise it must be Ben. He has been hiding in the pit head, seeing that something like this may happen. The Doctor rapidly explains to Ben how to switch on inflow and outflow together and throw a lever. The Controller threatens Ben, explaining that that it will destroy all lives — even human lives. Ben hesitates for a second but then pulls the lever, triggering an explosion. Later the colony celebrates its freedom from the Macra. The Pilot publicly thanks the strangers and decrees a dance festival be held every year, with the winners receiving a prize which will be known as "the Strangers' Trophy". Ben discreetly tells his friends he has heard that it is the colony's intention to make the Doctor the next Pilot, so they join in the celebrations and dance their way out of the colony and back to the TARDIS. The TARDIS lands on a runway at Gatwick Airport, and the Doctor, Ben, Polly, and Jamie run for their lives as a jet airplane tries to land on them. The jet avoids collision by aborting its landing, whilst the four intruders are spotted by a police officer, causing them to split up. The airport's Commandant is informed by an air traffic controller of the reason given by the jet's pilot — a police box on the runway. He incredulously orders the obstruction investigated. The police box is quickly hauled away. The officer pursuing Ben has lost him, and Jamie meets up with the Doctor beneath a parked airplane. Polly, meanwhile, has hidden in the hangar for Chameleon Tours. She sees a man, who is holding an envelope, killed by another man, wearing a pilot's uniform, with some kind of futuristic weapon. The corpse is covered with a parachute whilst the pilot enters a hidden control chamber filled with high-tech equipment and reports via a monitor to another pilot by the name of Blade. An alarm sounds, and a monitor shows Polly examining the body. The man goes out to catch her, but she escapes. The Commandant is flabbergasted to hear that the obstruction actually was a police box. Polly finds the Doctor and Jamie hiding under a plane. She tells them what she saw; the Doctor insists she show them. Blade joins the other pilot, Spencer, in the hangar. Spencer explains he killed him as he "knew about the postcards". They search the body and learn they have killed Detective Inspector Gascoigne, and Blade is concerned "a parent may have sent him". They dispose of the man's effects and two suitcases. An alarm sounds, and they see the Doctor, Jamie, and Polly in the hangar searching for the body on a monitor. The Doctor is surprised to find the man Polly said was killed by a gun has been electrocuted. The time travellers leave to find someone in charge. Spencer and Blade are concerned when Polly says she could recognise the killer anywhere. They decide that, despite the Doctor's knowledge, it is Polly who poses the biggest threat. They intercept the Doctor and his companions and, as Polly is lagging behind, Spencer knocks her unconscious using a pen-shaped device. Inside the hidden chamber, Polly is questioned to little effect. Polly warns the pilots her friends will worry about her. They say they must do something about that. When the Doctor and Jamie cannot find her in the hangar, they resume their quest for help from the authorities. The Doctor and Jamie arrive at the Immigration & Customs desk but cannot get by the officer, Jenkins, as they haven't got passports. The officer is moved to action when Jamie mentions the TARDIS. Suspecting they may be involved with the police box affair, Jenkins asks them to wait while he contacts the Commandant. Meanwhile, Ben finds the Chameleon hangar and is drawn inside by sounds of hammering. Captain Blade is securing a packing case. Before he can draw his weapon, Jean Rock, the Commandant's assistant, arrives to give Blade flight schedules. Blade shows Ben the way out. The Commandant is extremely dubious at the Doctor's story and disturbed by their lack of passports, but eventually he relents and follows the Doctor and Jamie to the hangar to allow the Doctor to prove his story. In the hangar's hidden chamber, Blade is affixing stamps to postcards. Spencer tells him that Polly has been "processed" and can be taken on the next flight. Blade opens a refrigerated cabinet. A scaly, humanoid arm is seen. He injects the arm. The pilots are alerted to the presence of the Doctor, Jamie and the Commandant in the hangar. The body is gone, but the Doctor reveals an unused Spanish postage stamp, the only thing found on the body. Jamie and the Doctor find burnt fibres and a burn mark. The Doctor begins to make deductions regarding these, much to the bemusement of the Commandant. The Doctor suggests they search the hangar. They move to open a packing case as Blade emerges from the back. Blade opens the case, revealing plastic cups. The Commandant, fed up now, takes the Doctor and Jamie away. Spencer is ordered to bring the creature from the compartment. Blade and he help it out of the hangar, worrying about the fact that it may be reaching "suffocation point". Back at Immigration & Customs, the Doctor and Jamie are being cross-examined by the Commandant. They spot Polly and draw her to the Commandant's attention, but she claims not to know either of them. The two pilots guide the disguised creature through the airport concourse to the medical centre. They arrive at the medical centre and set him down on a bench. The creature has a featureless face on a misshapen head and is breathing heavily. As the creature waits, Meadows, an air traffic controller, lies unconscious on a bed. At the I&C desk, the woman says she is Michelle Leupi from Zurich, before going on to explain that this is her first visit to England and she is here on a work permit. The Doctor asks why she speaks such good English and is told that she had an English governess. She leaves as Jamie forlornly calls after her. As the Commandant calls for the police, the Doctor and Jamie make a dash for it. Nurse Pinto arrives. Armbands are attached to the creature and Meadows. Headsets are attached. Whilst eluding the police the Doctor spots an advertisement for Chameleon Tours, catering for people ages eighteen to twenty-five. Ben finds them and they go off. As the real Meadows twitches, the creature transforms into his duplicate. At the Medical Centre, they adjust the new Meadows' senses and test his self-knowledge. Ben spots the woman who looks like Polly working at the Chameleon Tours desk. The Doctor tries to speak to her, but she denies everything; however, she mentions "someone shot" without prompting. The Doctor and his friends leave. Polly reports behind the kiosk to Blade. Blade orders her to leave on the next flight back to base and intends to deal with the Doctor. The duplicate Meadows takes his place at Air Traffic Control. DI Crossland has arrived and is investigating Chameleon as well as his missing colleague. Meanwhile, the Doctor, Ben, and Jamie hide in a photo booth and decide Ben should investigate the hangar, Jamie will keep an eye on the kiosk and the Doctor will see the Commandant. As Jamie watches, Samantha Briggs arrives and interrogates Polly about her brother Brian, supposedly in Rome on a Chameleon Tour; the hotel he's supposed to be staying at doesn't exist, and he can't be found — yet they've received a postcard from him posted in Rome. Polly says she'll make inquiries and goes back to contact Blade. Spencer informs her Blade isn't contactable; Polly tries to stall Samantha, who says she'll wait. She sits next to Jamie, who says the Doctor may help her. The Commandant absolutely refuses to listen to the Doctor and calls the police on him. As the Doctor tries to persuade the Commandant, Jean, a secretary dealing with DI Crossland, overhears the name of Chameleon Tours and tries to interrupt. The police arrive. The Doctor fakes a bomb hoax with a rubber ball as a means of escape. Blade orders Polly to deal with Samantha and close the kiosk. Samantha is told her brother arrived in Rome but went AWOL. Ben arrives in the hangar and opens a packing case to find the real Polly, sitting in a trance. He tries to call the Commandant. The Doctor is introduced to Samantha and investigates the rear of the kiosk. He sees Ben on the monitor, then sees Spencer attack Ben with the pen-shaped freezing device. He also uncovers a large batch of postcards from destinations around the world as well as a selection of foreign stamps. Blade and Spencer prepare for the Doctor's approach. DI Crossland is informed by Jenkins about Brian Briggs, whilst Crossland also enquires about DI Gascoigne. Jenkins explains that things have been hectic at the airport of late and fills Crossland in about the Doctor and Jamie and their story of the dead body. Crossland says they must be found. Samantha flirts with Jamie. A different woman re-opens the Chameleon kiosk. A Chameleon flight to Zurich is announced. Jamie worries about where Polly is. The Doctor reaches the hangar. With no sign of Ben, he searches the office and pockets the pen-like device. The new kiosk attendant hands stamped postcards to the Zurich passengers for them to write before they depart. Samantha sees the implications, realising that her brother wouldn't have had to have been in Rome to send the postcard. She and Jamie go to find the Doctor but are stopped by DI Crossland. The Doctor opens a packing case to discover the trance-like body of Meadows. Suddenly a pleading voice is heard over a loudspeaker, actually made by Spencer. The Doctor is drawn into the office, where he is sealed inside. A freezing vapour seeps through grilles in the walls. Spencer watches from the hidden chamber. The Doctor tries to block one grille. Spencer opens another. The Doctor notices a closed-circuit camera watching him and blocks that. Spencer comes out to find the Doctor huddled on the ground. As he bends down to check on him, the Doctor fires the freezing device at him and escapes. Jamie and Samantha have explained the situation to Crossland when the Doctor finds them. The Doctor identifies a picture of Gascoigne as the dead man. Crossland takes the Doctor to the Commandant despite his protestations that the Commandant will not believe him. The Doctor orders Jamie to keep an eye on the kiosk while he's gone. Blade finds Spencer and orders him to kill the Doctor as punishment for letting him escape. Blade departs to pilot the Zurich flight. Samantha decides to investigate the hangar herself and goads Jamie into accompanying her, despite the fact he was told to stay with the kiosk. The Doctor, with Crossland's encouragement, tells the Commandant about the stupefied man in the packing case and suspects it is a worker from the airport. He presents the paralysis pen to the Commandant and introduces the idea that they may be dealing with an alien force. The Commandant is still very sceptical. The Doctor explains his conviction that Gascoigne was murdered by a ray-gun — a weapon unknown on Earth — and that Chameleon Tours is a front for the mass abduction of young men and women. In order to prove the alien side of the venture, the Doctor demonstrates the pen-like freezing device with "Meadows'" reluctant help. Meadows runs off as the Doctor fires the device at a china cup Meadows is holding, rendering it frozen solid. Samantha finds an envelope full of signed postcards in the Chameleon office and goes to the Commandant's office to show the Doctor. The Doctor is busying himself with the flight record of Chameleon Tours when Sam bursts in. She shows that the envelope is addressed to a Chameleon Tours office in Germany and explains the ramifications. Convinced by this strange turn of affairs, the Commandant gives the Doctor the freedom of the airport for twelve hours. The duplicate Meadows reports back to Spencer, who chastises him from running out of the observation tower before gaining further information and then orders him to attach a button-like device to the Doctor which will "put paid to him once and for all". Meadows returns to air traffic control. Captain Blade's flight is returning, and the Doctor questions another controller about the range of their radar. He discovers that once the planes get 130 miles out they have no further record of them. The Commandant questions whether the Doctor is using his freedom of the airport wisely by staying in the observation tower. The duplicated Meadows bumps into the Doctor as he leaves, planting the device. Crossland presents himself to the Chameleon Tours kiosk and wants to see Blade. Spencer checks that this is OK, and Crossland is given permission to meet Blade aboard his next flight. When the Doctor searches the Chameleon office, the grilles are hidden, but he suspects there is a secret chamber. He and Jamie tear apart the room. Crossland confronts Blade on a busy plane ready to take off. Crossland's questioning gets too close to home for Blade, and he is asked to stay in the bulk of the plane while Blade cancels the flight. The plane starts to take off, and Crossland forces his way onto the flight deck. This is not a standard flight deck — no throttle controls or the usual displays. Blade and Ann Davidson clamp him in a chair, and the flight takes off. The Doctor and Jamie find the opening mechanism and discover the high-tech contents of the room, including the cabinet with an air-conditioning unit "for someone who's not used to the Earth's atmosphere". They see on a monitor the inside of the Medical Centre and go in search of it; Spencer watches this from the kiosk and activates the device on the Doctor's back, causing him to fall in pain, clutching his back. Jamie removes the device from the Doctor's back and throws it on the floor. He then stomps on it with his shoe, completely destroying it Ann passes out refreshments to the passengers on the plane and returns to the flight deck where she locks the door. Blade then activates a device. Blade tells Crossland he wanted to know the secret of Chameleon Tours. Blade then tells Crossland to see for himself. As Crossland watches on a monitor, the passengers disappear. He looks in horror as the scanner shows the empty seats where the passengers were. With the Doctor out of action, Spencer emerges and threatens Jamie with his ray-gun. Samantha knocks away the gun, and a fight ensues. However, Spencer has another freezing device, and they are soon frozen. Laid out on the floor, they are powerless to evade a slowly arcing laser beam. Blade reports that he has an "original" for the Director. He will deliver him and return to Gatwick. On the floor of Chameleon Tours' hangar the trio are still paralysed but awake. They notice the beam getting nearer and watch as it passes some debris, igniting it as it passes. Nurse Pinto transfers I&C officer Jenkins into a Chameleon body. With enormous effort, Samantha pulls a mirror from her handbag and hands it to Jamie. He reflects the laser light back onto itself, destroying the machine. The three recover, and Samantha is dispatched to spy on the Chameleon kiosk. The Doctor and Jamie go to the medical centre. Nurse Pinto is checking Jenkins when Jamie and the Doctor enter. Jamie feigns sickness as the Doctor helps him into the centre. The Doctor tries to bluff Nurse Pinto, who will not allow them into the x-ray room. Spencer and "Jenkins" see via the kiosk monitor that their enemy has escaped death. Jenkins vows to deal with them, but Spencer prefers to leave them to come to them. The Doctor returns to the Control Tower looking for Crossland. The Commandant says he has not been seen for some time. The Doctor worries as to his whereabouts, but his concerns are shrugged off by the Commandant. Jean reveals she has placed calls to Chameleon Tours destinations and reports that all the airports she's contacted say the same thing: Chameleon picks up passengers, but none have arrived at any airport. The Commandant thinks they've been taken to a private airfield, but the Doctor is thinking out of the box and off the Earth. Whilst the Commandant rings the RAF to have the next Chameleon flight trailed, the Doctor states he suspects the Medical Centre to be involved in some way. He asks Jean to call Nurse Pinto away from the Medical Centre so he can have a proper look around. Jamie joins Samantha at the kiosk and discovers she has bought a ticket on a Chameleon flight to Rome to discover what is going on. He tries to talk Sam out of going by offering to take her place, but she refuses. Jamie kisses Samantha suddenly, removing the ticket from her pocket while doing so. Back in the Control Tower Jean feigns sickness, and Pinto, to her chagrin, is ordered by the Commandant to come to Air Traffic Control to help her. The Doctor goes into the Medical Centre after she leaves and investigates the x-ray room. He flicks one of the electrical switches which reveals the real Nurse Pinto behind a screen, complete with white armband, but he does not see this. As he picks the lock of a cupboard to reveal some armbands, which he steals, Jenkins peeks through the outer door and aims a ray-gun at him. A passenger enters the Medical Centre, forcing Jenkins to quickly hide the gun. The Doctor leaves, carrying two armbands, one black, one white. As Nurse Pinto watches over her, Jean makes a miraculous recovery when the Doctor returns. He shows Jean and the Commandant the armbands. He hopes to ask the fake Meadows about the armbands, but he is off duty. As Ann passes out postcards for the Rome passengers, Samantha desperately looks for her ticket, only to hear from Ann that "S. Briggs" has already checked in. Spencer, watching all this on his monitor, intercedes and has Samantha sent behind the kiosk to see him; he pulls a ray-gun on her. The plane leaves, trailed by an RAF fighter. Ann hands out refreshments to the passengers, but Jamie feels very ill and runs to the lavatories at the back of the plane. Blade discovers they're being followed. He gets the fighter's coordinates and fires a laser beam directly into the cockpit. Air traffic control sees the fighter go off course. The Commandant is horrified when it disappears from the screen. Suddenly they notice the Chameleon flight appears to be standing still; the Commandant believes it must be crashing too. In fact, the plane slowly transforms into something resembling a rocket ship. As Ann collects tiny objects from each seat into a tray, she is called back to the flight deck, causing her to not notice that Jamie's seat has nothing to collect. The Commandant tells the Doctor that when a radar signal appears stationary, it is going straight down; the Doctor suggests it might be going straight up. The Commandant rejects this saying that this would mean the plane would be in space by now. In outer space, the transformed plane docks with a vast, orbiting satellite. Ann Davidson and Blade disembark. Questioning the wisdom of destroying the fighter, Ann is corrected by Blade, who reminds her of their Director's teachings: the intelligence of humans is comparable only to animals from their planet. Jamie emerges from hiding in the galley but must wait until two faceless Chameleons arrive to remove luggage. Jamie watches Ann deliver the tray to a stockroom, then hides there himself. In a file drawer, he discovers miniaturised humans. Ann, ray-gun in hand, finds him, and Jamie is seized by two faceless Chameleons. Jean Rock reports there's been no sign of remains of the Chameleon flight. The RAF reports finding wreckage of their plane; the pilot was electrocuted. The Commandant wants to believe the Doctor but needs proof; providentially, Meadows returns to duty. The Doctor confronts him with the armbands, saying that he believes staff have been systematically replaced. He asks him to roll up his sleeve, to which the Commandant agrees. Meadows attempts to escape, but is foiled when Jean rolls a chair in his way. He crashes to the floor, and they forcibly reveal the black armband around his left arm. Meadows relents after being threatened through tampering with his armband. He explains the satellite in space. He says a catastrophe on their planet has robbed them of their identities. The armbands are part of a process to assume the identities of others. They have collected fifty thousand young people on this trip. He denies knowing who has been replaced and begs them not to search for the originals, which are hidden somewhere at the airport. He explains that Nurse Pinto is in charge of the transfer process in the Medical Centre. She is the only one who knows where her original is. The Doctor forces Meadows to go with him to the Medical Centre under police guard. Meadows says they'll never see those fifty thousand people again. Nurse Pinto has Samantha bound and gagged in the x-ray room. Spencer tells her over a monitor that Samantha is to be an original. The Doctor and his party arrive outside, and the Doctor confiscates Pinto's freezing pen. He discovers Samantha and releases her. Meadows shows him where the real Pinto is. Outside, Pinto produces a ray gun and kills a policeman. Entering the x-ray room, she is about to kill Meadows when he grabs the real Pinto's armband and she dissolves into an amoebic mass. The real Pinto begins to revive. The Doctor notices some personnel files, but Samantha interrupts to tell about Jamie stealing her ticket. Jamie is tied up in the satellite's stockroom when Crossland enters to release him. Crossland explains that the only reason why Jamie did not become miniaturised was through his refusal of food. He calmly asks him about the Doctor and the situation on Earth. Jamie grows suspicious and Crossland tells him the Doctor is facing a superior mind, the Director. Crossland reveals he is the Director, having taken on his form. He explains there is to be only one more plane to Earth and that is to pick up the originals before the satellite takes off. The plane leaves the satellite and begins its return journey to Gatwick. The Doctor shows the Commandant the twenty-five personnel files from the medical centre; all of them have been taken over by Chameleons. When the Doctor hears that Chameleon Tours' last flight of the season is leaving in one hour, he begs that the twenty-five people not be arrested, as the Commandant has planned. Instead the Doctor wants to pretend he is a Chameleon (by saying he was previously Meadows) and get on that last flight with the real Nurse Pinto's help. The Commandant will try to find where the originals are hidden, to be used to bargain with the Chameleons while they are gone. The Doctor convinces Nurse Pinto just in time as Captain Blade enters the Medical Centre. Blade is suspicious but seems to accept the story; however, the Doctor cannot get him to say where the originals are hidden. Blade informs them that the plane leaves in fifteen minutes. Jean reports to the Commandant that Nurse Pinto and the Doctor were on the plane. Air Traffic Control observes the plane's disappearance as the Commandant coordinates search efforts with Airport Police Chief Reynolds. Samantha and Jean have searched the kiosk and Medical Centre for clues and report to the Commandant together; they have had no luck. The plane docks at the satellite. Blade instructs the passengers to report to the Accommodation Centre for reallocation of quarters; owing to the success of their plan, living space is at a minimum. The Director is fitting and testing the armband for a Chameleon Jamie when Blade reports they have two impostors aboard. Blade wants them destroyed, but the Director questions "Jamie" about the Doctor, who explains (with no Scots accent) the truth about him. The Director decides he wants the Doctor alive, much to the distaste of Blade. Blade finds the Doctor and Nurse Pinto. As they are surrounded by faceless Chameleons, he explains they won't need to worry about their living space anymore. Blade, Spencer and the Faceless Ones surround the Doctor and Nurse Pinto. Blade says they want the Doctor's brain. The Commandant and Reynolds interrogate Meadows, but he is no help to them and is removed. The Commandant has the airport closed and orders the staff to begin searching the airport en masse. In the Director's office, the Doctor meets the duplicate Jamie. The Director will personally decide which Chameleon gets the Doctor's identity. The Doctor needles the Director how he's perfectly safe since his original is on board, but what about the others? This arouses the curiosity of Blade and Meadows. On Earth, Meadows escapes from his guards. With the Director away, Blade prepares to process the Doctor, but the Doctor continues his point: you'd better hurry up before you cease to exist. He threatens the Chameleons, claiming the originals have been found. Blade will be the first to have his armband removed. Blade calls the Doctor's bluff, contacting Gatwick to see if this is true. The Commandant smartly plays along but worries how much time they have. Samantha and Jean make a breakthrough: they discover a list of twenty-five car registration numbers in the office behind the Chameleon kiosk. As the Commandant continues to stall, he receives a call from the ladies. The Chameleons ask where they found the originals; the Commandant tries to say that the police have not informed him yet. The Chameleons cut off contact and ignore further calls. On the satellite, the Director returns; Blade realises the Doctor was bluffing. The Chameleons prepare for the Doctor's transformation, but the Doctor manages to sabotage the processing machine. It explodes. A new one is sent for. Blade informs the Doctor he is only stalling for time. The Doctor is strapped to the new machine. Jean and Samantha are searching the car park when Meadows emerges from hiding and attacks Samantha. She and Jean subdue him as police arrive. Jean spots Jenkins' prone body inside a car. The Doctor is just about to be transferred when Gatwick tries to make contact again. Blade orders them to ignore it. With the satellite ignoring their calls, the Commandant orders Jenkins' armband removed. The duplicate Jenkins, manning the processing machine, disintegrates. The Doctor delightedly points out that soon they'll all have disintegrated — except for the Director. Blade levels his gun at the Director and orders contact with Gatwick re-established. The Director orders "Jamie" to destroy the transmitter, but Spencer has him covered and contact is made. The Commandant explains where the originals were found and demands to speak to the Doctor, or Blade will be eliminated. The Doctor has Nurse Pinto released before he relents. He comes to the microphone and informs the Commandant that he is to begin negotiations. The Doctor offers a guarantee of continued existence (in their "faceless state") so long as all humans are released. The Director says the humans cannot be returned to normal, as the only equipment to reverse the process is on their home planet. However, Blade says this is not the case, explaining that the planes are the miniaturisation chambers and the process works both ways. Spencer and Blade accept, but the Director tries to escape, calling Blade a fool. Blade shoots him down. Spencer takes the Doctor to find Ben, Polly, the real Jamie and DI Crossland. Blade asks the Doctor about the future of his people, and the Doctor tells him he has a few ideas which may improve it. The first plane load of people, including the Doctor, Nurse Pinto and Jamie, returns to Gatwick. The Doctor returns to the Commandant, who is busy fending off disgruntled passengers. The Doctor asks for the return of his TARDIS. The Commandant agrees. Goodbyes are said to the Commandant and Jean, and Jamie has an awkward goodbye with Samantha which ends with a kiss. The four friends are reunited, but Ben and Polly decide to stay on Earth in London once they discover that it is the very day they left in the TARDIS: 20 July 1966. The Doctor is a little envious, as he never got back to his world. The Doctor shakes Ben's hand and Polly hugs Jamie as the Doctor tells them to look after each other. Ben and Polly look behind them at the Doctor one last time, grateful for their adventures, and walk away. Jamie is saddened to see Ben and Polly depart. The Doctor then reveals to Jamie that they have a pressing problem: the TARDIS was outside the hangar, but now it has gone. They set off to look for it. Having bid farewell to Ben and Polly, the Doctor and Jamie round a corner to discover that the TARDIS has been stolen on the back of a lorry. They pursue the thieves but are too slow. They go into a building and ask a less-than-helpful air mechanic (Bob Hall). They are told it was taken by someone called J. Smith for the Leatherman Company. Unbeknownst to Jamie and the Doctor, a man named Kennedy is listening to their conversation and reporting it back to his boss — Edward Waterfield. The Doctor tells Jamie he suspects Hall due to his uniform being too small and the cover sheet he was shown being different to the rest. They see Hall leave the airport and hail a cab to follow him. Waterfield explains to his assistant Perry that the police box is a special request for a particular client. Perry admires all the traditional looking Victoriana in the shop. Kennedy meets up with Hall but is disgusted to see he has been followed. Kennedy intends to hurt the Doctor and Jamie, but Hall refuses to be part of it. Kennedy knocks Hall out and hides. When the Doctor and Jamie enter, they find Hall. All he can say is, "Where's Ken?" before losing consciousness. As they investigate the place, Kennedy sneaks out, locking them in. When they finally break out, Kennedy is long gone. The Doctor finds a box of matches from the Tri-Colour cafe and deduces that the matches have been taken from left to right. The only course of action is to go to the cafe and find someone called Ken who is left-handed. When Kennedy meets Waterfield, it is revealed it is a trap. Waterfield ensures that it is the Doctor by showing Kennedy a picture. Waterfield's understanding of the cockney Kennedy seems stilted, and he does not understand what he is saying some of the time. He asks Kennedy to fetch Perry. While he is gone, Waterfield goes to a secret room hidden by a book case. The room is sparse and decorated in a much more way than Waterfield's office. In the middle of the room stands a Victorian jug. He picks it up and leaves before Perry arrives. Waterfield explains the jug is for a Doctor Galloway — showing Perry a picture of the Doctor — who is to be met at the Tri-Colour cafe and told to meet Waterfield at ten that night. As Perry leaves he notices Kennedy listening at the door and rebukes him. At the Tri-Colour Cafe, Jamie and the Doctor wait. The Doctor is sure it is a trap but says they have nothing else to go on. Perry approaches and tells them to be at the shop at 10 PM. The Doctor goes along with it. At the office, Kennedy hears Waterfield shouting to someone, demanding information and becoming furious when it is not given. Perry reports to Waterfield that the plan has worked. Later that day, Kennedy breaks into Waterfield's office and investigates. Soon enough he finds the secret room. He breaks into a safe. As he is looking in the safe and his back is turned, a Dalek appears. The Dalek demands to know who he is. A horrified Kennedy is backed up against the wall as the Dalek approaches. Kennedy attempts to flee and is shot down by the Dalek, which promptly disappears. The Doctor and Jamie enter the antique shop half an hour early and note the antique clocks, which are too perfect to be reproductions but too new to be genuinely Victorian. They also find a bill dated 1866, but again it is seemingly too new to be genuine. Waterfield discovers Kennedy's body and is horrified at the Dalek's callous indifference to human life, but the Dalek demands that he follow orders. Despite his shattered nerves, Waterfield lays a trap for the Doctor and Jamie, involving a photo of the two of them ripped in half, and hides awaiting his guests. The Doctor and Jamie encounter Perry. As they make their way into Waterfield's office they discover Kennedy's body. Perry immediately runs off to fetch the police. The Doctor investigates Kennedy's body and cannot fathom the cause of death, but he notes half of the photo of his face in the dead man's hands. Jamie discovers the other half of the photo wedged in the box. Before the Doctor can warn him against the suspected trap, Jamie pulls at it, releasing a gas which knocks the pair out. Waterfield moves their prone bodies onto the platform, and the three disappear. The Doctor awakes to find himself and Jamie in a country house. A maid by the name of Mollie enters and gives the Doctor a restorative. On enquiry, the Doctor finds out it is the year 1866. A man by the name of Theodore Maxtible introduces himself to the Doctor and states he will explain everything. The Doctor is initially angry until Waterfield enters and explains that there is a higher power at play who have kidnapped his daughter in order to control them. Waterfield's daughter, Victoria, is indeed prisoner to the Daleks and is being force-fed to keep up her weight. Maxtible and Waterfield show the Doctor into a comparatively high-tech laboratory and explain that they have been researching time travel through the use of static electricity and a chamber lined with mirrors. Through their experiments with static electricity they inadvertently provided entrance to a group of Daleks who took Waterfield's daughter Victoria prisoner and forced them to kidnap the Doctor. A Dalek enters and threatens to destroy the TARDIS unless the Doctor assists them with an experiment. Jamie is to be subjected to a series of potentially lethal tests. The Dalek leaves. Maxtible believes that the Daleks may be trying to thwart their pattern of being defeated by humans by becoming more human themselves, using Jamie as their guinea pig. Back in the living room, Mollie enters and wakes Jamie. Ruth, Theodore's daughter, enters and introduces herself to Jamie, then leaves him alone. As he is distracted, a ruffian enters and strikes Jamie over the head, rendering him unconscious. Mollie comes in and finds him. She too is attacked. The Doctor is determined to get to Jamie before the Daleks do and leaves with Waterfield. They find a prone figure on the ground. When uncovered, it is not Jamie but Mollie. Maxtible is ordered by the Daleks to start the experiment. The Doctor is examining some dirt on the floor. Waterfield tells him that Jamie is vital to the Daleks plan. The Doctor says if they don't find Jamie, the Daleks will take pleasure in killing everyone in sight. In the corridor two Daleks are talking. The first says the humans have been ordered to begin the test. The second says any delay will result in death. The first responds that there will be no delay. The Doctor investigates the room and finds a piece of straw. Jamie has been kidnapped by a ruffian, Toby, at the behest of another houseguest, Arthur Terrall (the fiancé of Maxtible's daughter Ruth). Toby and Terrall scrap over the payment. Terrall seems confused and at one point has a dizzy fit. His behaviour vacillates wildly from calm to violent. The Doctor tracks Jamie back to the barn and hears the back end of the conversation. The Daleks prepare for the test to begin, moving Victoria to one end of the south wing of the house. Jamie is puzzled by the Doctor's behaviour, as he overhears the Doctor claim that the Daleks are in the house and appears to collaborate with Maxtible and Waterfield. The Daleks argue with Maxtible, demanding a swift start to the experiment. A mute Turkish muscleman, Kemel, a servant of Maxtible, demonstrates his strength by bending an iron bar and breaking a plank. He is told that Jamie is a vicious ruffian and is instructed to guard the house from him. He is taken to a door that is booby-trapped and told to wait for Jamie to pass. The Daleks confirm that they are wanting to acquire the human factor. When the Doctor asks why Jamie, the Daleks say that because of his travels with the Doctor, Jamie is the most intrinsically human person in the universe. Faced with the option of breeding a race of super-Daleks or losing his TARDIS, the Doctor is forced to agree. Maxtible explains that the way to extract the human quality is through staging a rescue of Victoria by Jamie. Ruth enters with Terrall, who reacts very wildly to the presence of Jamie and has another dizzy spell. The Doctor enters, and Jamie blows up at him for conspiring with Waterfield and Maxtible. Jamie, however, succumbs to the Doctor's reverse psychology forbidding him from attempting a rescue of Victoria. He has, after all, become seemingly smitten by a painting of Victoria's late mother, who he's told resembles her daughter exactly. Toby and Terrall meet again and argue about the payment Toby received. As they do, Terrall has a dizzy spell which allows Toby to strike him across the face and steal his money. Jamie meets up with Mollie, who gives him plans for the house. Maxtible explains to the Doctor that, as Jamie tries to save Victoria, his emotions will be recorded and saved. The Doctor is to manipulate his emotions. Toby sneaks into the house to loot it and is exterminated by a Dalek. Jamie is soon in the south wing. He opens the false panel and is only saved from the booby-trap by a bird triggering it first. He rounds the corner and squares off against the fearsome Kemel. Jamie and Kemel fight at length. Kemel is much stronger, but Jamie is wily. Jamie runs into another room and forces Kemel through an open window, leaving him dangling from the roof. Once Jamie pulls him back in, they come to a truce. A Dalek places a booby-trap using one of Victoria's handkerchiefs as bait. Jamie attempts to pick it up, and Kemel pushes him away just before an axe swings down. The Doctor, monitoring their progress, gleefully notes how Jamie's courage and mercy have allowed him to survive. Meanwhile, Waterfield is increasingly unnerved by the Daleks' ruthlessness. He discovers the body of Toby and attempts to stand up to the Daleks, but he is convinced out of it by Maxtible. Waterfield tells Maxtible that as soon as this whole business is over he is going to confess his part in it. As Waterfield begins to move the body, Maxtible secretes a gun in his jacket. Despite not being able to communicate, Kemel and Jamie bond. Kemel manages to show that he likes Victoria and shows Jamie a flower she gave him. They combine forces, determined to help her escape together. Maxtible and Waterfield hide the body in the barn and argue about the plan. Terrall observes all this. Maxtible sends Waterfield back to the house. As Waterfield departs, Maxtible aims the gun at him. Just before he pulls the trigger, Terrall stops him and says this is not the plan. Terrall's response to Maxtible's protestations is, "You will obey!" Jamie and Kemel are hiding from the Daleks when Jamie accidentally trips a booby-trap. A spike falls from the ceiling. Jamie manages to alert Kemel before it kills him. The Doctor explains they have now recorded instinct. Jamie and Kemel watch a Dalek guard inspect Victoria, an hourly routine. Kemel arms himself with a mace, but Jamie says that would be suicide and they need to stick together. The Doctor explains that this is an example of the human trait of self-preservation. Later that night, Terrall and Mollie have a violent argument. She has said she heard Victoria's voice, which has incensed Terrall. Ruth interrupts and takes pity on Mollie, but Terrall gets even more furious and sends her away. Ruth begs Terrall to go away with her, but he says he can't. A Dalek and Maxtible argue. Maxtible tries to stand up for himself and demands that the Daleks fulfil their end of the bargain — the revelation of a secret. They refuse. Maxtible says he will stop allowing them to use his lab as a base, and the Dalek pushes him to the ground before leaving. Ruth enters, much to Maxtible's anger, and demands to know what is going on, why Terrall is acting strangely and where Victoria is. Maxtible answers none of these but explains he is working on the alchemical secret of transmuting base metals into gold. After working together to destroy a Dalek by flinging it into a lit fireplace using the rope, Jamie and Kemel climb the balcony of the trophy room, finding Victoria in the closed room beyond. A hidden panel slides open, and a Dalek advances on them. Jamie and Kemel manage to propel the Dalek off the balcony, where it explodes on the floor below. This, however, sets off an alarm and alerts the Daleks to the presence of Jamie and Kemel. Jamie and Kemel break into the room beyond to finally find Victoria. They barricade themselves in. The Doctor closes in on Terrall, correctly suspecting that he's under Dalek influence — his main claim is that no one has ever seen him eat or drink. In his discussion with Terrall, he also discovers that he is mildly magnetic. It is evident that the strain on Terrall is worsening. Once he is alone, Terrall tries to drink a glass of wine but finds he cannot lift the glass to his lips; he hears a Dalek voice in his head grating the word "Obey!" repeatedly. Victoria explains to Jamie that she does not recollect how she came to be under the power of the Daleks, but she briefly recalls that she did it willingly. Jamie speculates that it must be an inside job. Back in the main house, Maxtible hypnotises Mollie to remove her suspicions regarding Victoria. Once the job is complete, Maxtible explains to Terrall that that is how he got Victoria to return to the Daleks. Maxtible explains that the Doctor is being watched and that Waterfield is reaching the end of his usefulness. Maxtible has a task for Terrell — to get Victoria from the other wing of the house. Terrall tries to resist, but he is forced to obey. Meanwhile, Waterfield pleads with the Doctor to stop the experiment. He states that once the Daleks have the Human Factor, they'll be invincible. The Doctor continues nonetheless, imprinting the qualities that Jamie exhibited into positronic brains that will be implanted into three test Daleks. He admits he has no idea of the outcome. Waterfield even thinks of knocking the Doctor out to stop his continuation of the experiment, but he argues that it is too far along to go back now. Jamie is telling Victoria the story of how they got to her when a liquid starts to flow under the door, causing it to melt. As Jamie and Kemel set about barricading the Daleks, Terrall sneaks into Victoria's room via a secret passageway and steals her away. Jamie and Kemel follow through the passageway to find her. Jamie and Terrall fight until they are discovered by Ruth, Mollie and the Doctor. The fight is halted when Terrall is overcome by one of his fits. The Doctor orders Ruth to prepare a carriage taking her and Terrall as far away from here as possible. The Doctor finds a small black box around the neck of Terrall and liberates him from the control of the Daleks. Kemel finds Victoria unconscious in the lab. A Dalek orders him to carry her into the time travel cabinet. The Doctor and Jamie enter. Jamie is furious with the Doctor for his seeming collaboration with the Daleks and has lost his faith in the Doctor — even saying he wishes not to travel with him anymore. Then the three test Daleks with the Human Factor activate; rather than being invincible killing machines, they are childlike and playful, forcing the Doctor into a game of trains with them. The Doctor is overjoyed with the success of the experiment, watching the Daleks enjoying the individual names given to them by the Doctor (Alpha, Beta and Omega) and playing trains and roundabouts. The Doctor explains to Jamie they are merely children and introduces them to the concept of friendship. All the Daleks, including the three humanised ones, are summoned back to Skaro now that the experiment has ended. Alpha, Beta and Omega leave the Doctor and Jamie, who go to seek out Victoria. Maxtible tries to get Waterfield to leave, insisting that Victoria must be somewhere around. Once Waterfield leaves, Maxtible discovers a small grey box on the floor. A Dalek emerges and tells Maxtible off for interfering with it. The Dalek orders Maxtible to fetch the Doctor for their "trip". Maxtible ensures that if he does, the Daleks will reveal their secret. Waterfield overhears all of this and confronts Maxtible. Waterfield and Maxtible fight, and Waterfield ends up being knocked unconscious. The Dalek returns and tells Maxtible that the grey box is a bomb and that he needs to find the Doctor now. Panicked, Maxtible goes to fetch him but cannot. Waterfield awakes to see Maxtible and the Daleks return to Skaro through the cubicle. The Doctor and Jamie find the stunned Waterfield, who manages to tell him what has happened. The trio make it to Skaro seconds before the bomb goes off. Kemel and Victoria are in a cell in the Dalek city. Maxtible arrives to explain to them how they've been transported across the galaxy. Victoria despairs but Kemel resolves to defend her. On the outskirts of the city, the Doctor, Jamie and Waterfield enter the cave system that the Doctor knows so well from his first visit to the city. The Daleks are furious with Maxtible for not bringing the Doctor with him to Skaro. Maxtible shouts at the Daleks for destroying his house, and the Daleks round on him, but an alarm soon rings. The Daleks check on Victoria and Kemel and infer that there must be other humans in the city. Victoria takes hope from this. Meanwhile, the Black Dalek encounters one of the three humanised Daleks, Omega, who proudly boasts how the Doctor gave him his name. Omega is taken somewhere central. Meanwhile, a Dalek escorts Victoria and Kemel to join Maxtible in a small cell. Maxtible is summoned. Victoria and Kemel hear his screams of agony. The Dalek returns for Victoria. In a tunnel, the Doctor, Jamie and Waterfield hear the screams and hurry on. They round a corner and meet a Dalek claiming to be Omega, but the Doctor quickly recognises it's an impostor and pushes it over a cliff. A furious Victoria and Maxtible are returned to their cell. Victoria rounds on Maxtible for twisting her arm and forcing her to scream, knowing full well that it was bait for the Doctor. The Doctor, Jamie and Waterfield eventually reach the centre of Skaro. It is not long before they are discovered and summoned to the throne room of the giant Emperor Dalek. The Doctor boasts to the Emperor how the humanised Daleks will soon ferment revolution on Skaro (his true goal all along), and that the Daleks are beaten. The Emperor then reveals that he too has a secret. Identifying the Human Factor has allowed the Daleks to identify the Dalek Factor — the urge to obey, to fight, to destroy and to exterminate. Holding the Doctor's TARDIS as bait, they order the Doctor to implant the Dalek Factor across the history of Earth. The Daleks put the final touches to their experiment. The Doctor is appalled and refuses to comply. They are all put in the holding cell, and Victoria is reunited with her father at last. Jamie and Maxtible argue, and when it looks like it may become physical, the Daleks intervene. Waterfield tries to persuade Maxtible that he should use this power for good, but he won't hear of it. In conversation with Victoria, the Doctor states that he is willing to sacrifice all of them to protect Earth. The experiment is ready to begin. A Dalek tries to withdraw his unit from the experiment when another Dalek questions why. Maxtible, once more, demands the transmutation secret. The Daleks show him the machine in action. Spellbound, he walks through an archway that implants him with the Dalek factor. A Dalek reports to the Emperor that a Dalek has questioned an order. The Emperor demands it be found out. Later, as they sleep, Maxtible appears to hypnotise the Doctor into walking through the arch as well. The others wake to see him, and Jamie cries out in vain for him to stop. As he passes through, the Doctor seems to also be mentally converted into a Dalek. Jamie and the others despair, and all hope seems to be lost. Maxtible leads the Doctor to the machinery that controls the process of implanting the Dalek factor. Once Maxtible has gone, the Doctor, clearly not affected by the arch, switches around some of the machinery. He awakens Jamie and tells him to get everyone through the arch the next time a Dalek walks through. A Dalek comes to bring the Doctor before the Emperor. As he leaves, the Doctor gives a subtle wink to Jamie. Jamie and the humans discuss whether this may be another trap. The Doctor and Maxtible are brought to the Emperor. The Doctor, still pretending to be converted, suggests that all Daleks be passed through the conversion arch so that the humanised Daleks will be re-impregnated with the Dalek Factor. As the Daleks begin moving through the arch, the Doctor urges his imprisoned colleagues to go through also. He reveals his double-cross: he switched the circuitry, and all the Daleks passing through the arch are being humanised (because the Doctor is not human himself, the initial Dalek conversion failed). They go through the archway and are unchanged. Waterfield opts to help the Doctor. Chaos erupts in the Dalek city. Humanised Daleks begin defying the non-processed Daleks and are destroyed. The Doctor urges the humanised Daleks to defend themselves and to demand answers from the Emperor. Soon civil war erupts in full force. Whilst encouraging the Daleks into killing the Emperor, Waterfield sacrifices his life to save the Doctor. He makes the Doctor promise he will look after Victoria. The Emperor himself is destroyed by the fighting in the throne room which sets of a process of mutual destruction. Skaro begins to burn. The enraged Maxtible hurls Kemel over a cliff to his death, as he is confronted by Daleks. The Doctor tries to escape Skaro and encounters Maxtible calling for the victory of the Daleks — despite the odds. The Doctor and Jamie escape the melee with the now-orphaned Victoria and watch the city burn, apparently witnesses to the final end of the Daleks. Jamie expresses concern about Victoria being left alone, to which the Doctor replies that she'll be going with them as they leave. In the Emperor Dalek's burning chamber, a light pulses inside an overturned, wrecked Dalek casing. The Doctor (now about 450 earth years old) and Jamie show their new travelling companion Victoria Waterfield the interior of the TARDIS, though she scarcely believes it can travel through time and space. As the ship takes off from Skaro, the group ready for their next adventure. On the planet Telos, an archaeological expedition uses explosives to uncover the entrance to a city hidden in the side of a mountain. When a member of the expedition touches the huge metal doors, he is electrocuted. Immediately afterwards, the TARDIS lands nearby. The Doctor, Jamie and Victoria arrive on the scene. Captain Hopper, the expedition's pilot, holds them at gunpoint until the Doctor convinces them, through his ability to take control of the situation, that they had nothing to do with the death. John Viner, the assistant to expedition leader Parry, accuses the Doctor of being part of a rival expedition. Parry explains that they are here to find the remains of the Cybermen, who apparently died out centuries before. The expedition is funded by Miss Kaftan, who is accompanied by her giant manservant, Toberman, and her colleague, Eric Klieg. Now that he knows the Cybermen are involved, the Doctor decides to accompany the group. He uses a small device to unelectrify the doors and employs Toberman's great strength to haul them open. The Doctor warns the expedition to be careful but they march in, paying no heed to his warning. Entering the darkened inner chamber, they find a control panel with a series of levers and switches, large, hidden doors and a sealed hatch. Klieg and Kaftan conspire with each other, more concerned with their new friends than anything else. It is decided that Kaftan shall stay with Victoria, Klieg with the Doctor, and Toberman with Jamie. The Doctor opens the doors using the levers, which operate on symbolic logic. Klieg is resentful that the Doctor is able to deduce this instead of him. The hatch, however, remains sealed, so the members of the expedition split up and explore. Victoria, Viner and Kaftan come across a chamber with a sarcophagus-like box facing a projection device that was apparently used to revitalise the Cybermen. In another room, Jamie and Peter Haydon find a small silver caterpillar-like object on the floor. In the control room, the Doctor gives Klieg the clue he needs to reactivate the controls to restore power to the base. He tries to pretend that he doesn't want Klieg to activate the tomb, but when he does and the lab rumbles into life, the Doctor rushes away, keen to ensure his companions are safe. When Victoria curiously climbs into the sarcophagus, Kaftan operates the controls and seals Victoria in the sarcophagus. When Viner confronts her, she denies she did anything. Viner checks to see Victoria is still alive and when he discovers she is, he runs off to find the Doctor. Now the operating panel is operational, Haydon plays with the control panel in the room. A wall lights up with a hypnotic pattern that puts Jamie into a trance. Haydon is fascinated with the technology and has Jamie rerun it with him as the hypnotised subject. The Doctor shows up and frees Victoria. Klieg is frustrated that the lab is only partially working and seeks to discover how to get it up to full activation. The Doctor finds Jamie and Haydon experimenting and rushes to turn off the console. Before he can intervene, a Cyberman slides into view and a gun fires, hitting Haydon and killing him. Victoria screams. The Cyberman slides out of sight again. Parry enters and demands to know what has happened. He refuses to believe Viner's panicked explanation of a Cyberman. The Doctor deduces that the gun was at the back of the room. They mock up what Jamie did before, and his belief is born out. The gun was shooting a mock-up Cyberman, and Haydon got in the way. The Doctor speculates that it must have been a weapons testing range. Victoria finds the metal caterpillar, which the Doctor identifies as a cybermat. He advises her to leave it alone. Instead, she places it in her handbag. Toberman returns to Miss Kaftan and reports that "it is done". Klieg confides to Kaftan that he is struggling to decode what he needs to do to get into the tomb. Kaftan assures him that logic will prevail and that time is no option. Parry and the group return. He calls the group together and decides to abandon the expedition and return to Earth. At this point, however, Hopper returns and angrily reveals that someone has sabotaged the rocket ship — no one will be leaving until he can effect repairs and no one will be allowed aboard the ship until his crew has done so. Viner freaks out again, not wanting to be left overnight. Klieg jumps on this delay to take advantage and explore the area. Shortly after he cracks the code (with a little help from the Doctor), opening the door to the tomb. Everyone except Victoria and Kaftan are to go. Victoria protests, but the Doctor asks her to stay and keep an eye on Kaftan. She relents. Kaftan asks for Toberman to stay, but the Doctor pretends that he will stay if it were not for the protection of Toberman. Kaftan relents. Left alone, Kaftan places something in Victoria's drink. Klieg and his party find a vast chamber beneath, with a multistory structure containing cells of frozen Cybermen, entombed in suspended animation. Back in the control room, Victoria succumbs to the sleeping pill that Kaftan put in her coffee, and Kaftan shuts the hatch. The noise of the hatch snapping closed alerts the party in the tomb. Jamie and Viner explore to find their exit blocked. Viner returns, panicking. Klieg, in the meantime, has found a code on a console and speculates it must open the hatch. He activates more controls, and the ice begins to melt. Viner watches in shock and tries to turn the console back. Klieg shoots Viner and holds the rest at bay while they watch the Cybermen return to life. Back in the control room, Victoria has awoken. She finds the hatch closed and, when she questions Kaftan and attempts to put the hatch back in place, Kaftan pulls a gun on her. As Kaftan backs Victoria into a corner, the cybermat in Victoria's handbag revives and attacks Kaftan, rendering her unconscious, despite Victoria's warnings. Victoria grabs Kaftan's pistol and shoots the cybermat, but she doesn't know how to re-open the hatch. She leaves to find Hopper. Klieg reveals his real agenda. He and Kaftan belong to the Brotherhood of Logicians, who possess great intelligence but no power. He is certain the Cybermen will be grateful for their revival and ally themselves with him, providing that power. The Doctor confides to Jamie he expected Klieg was up to no good. The Cybermen break free from their membranes and file past the humans, ignoring them, and free their leader, the Cybercontroller, from his cell. When Klieg steps forward to take the credit for reviving them and suggesting their alliance, the Cybercontroller grabs and crushes his hand, forcing him to his knees and declaring, "You belong to us. You shall be like us." The Cybermen recognise the Doctor, whose involvement in prior invasion attempts is recorded in their computer records. The Doctor realises that the tombs were an elaborate trap. The Cybermen were waiting for beings intelligent enough to decipher the controls needed to free them. Captain Hopper and his compatriot Jim Callum return with Victoria. Kaftan awakes but pretends to be out cold. The Cybermen inform the expedition they will be converted into Cybermen in preparation for a new invasion of Earth, and Klieg will be the first. He seems pleased he is to be their leader but is worried about the process of adaptation. The Cybermen swarm the expedition. In the control room, Hopper and Jim Callum have figured out the electronics that will open the hatch. Kaftan pulls a gun on the trio and orders them to stop. Victoria provides a decoy, and Kaftan is disarmed. The tomb is opened. Hopper descends into the tomb. The expedition have been rounded up and told that, with the exception of Klieg, they will be frozen until ready for adaptation. Captain Hopper emerges from the hatch and uses smoke grenades to distract the Cybermen while the humans make their escape. They barely manage to scramble back to the control room and shut the hatch before the Cybermen can follow. As the Doctor emerges from the hatch, he is grabbed by a Cyberman. Victoria beats him off just as the tomb is closed, leaving the Cyberman inside beating at the metal hatch. They realise that Toberman and Klieg, however, are left behind. Toberman is brought to the Cyber Contoller, who says they will convert him for his power. Klieg sneaks up to the hatch and raps on the door. The party topside are reluctant to open the door but the Doctor convinces them that it is Klieg or Toberman due to the softness of the noise. They swiftly open the door long enough for Klieg to escape. Klieg and Kaftan are moved into the testing range to keep them out of mischief while the others decide on their next course of action. Captain Hopper goes back to the ship. Inside the tomb, the Cybermen prepare a fleet of Cybermats to infest the control room. Inside the testing room, Klieg pries a weapon out of the hands of the Cyberman target, an X-ray laser he calls a cyber-gun. Kaftan makes Klieg realise that with this gun he is able to control the Cybermen as well as the expedition. He agrees and says he will target the Doctor first, seeing him as a threat to him ruling over the Cybermen. Outside, the expedition is asleep with Victoria and the Doctor keeping guard. They discuss the merits and pitfalls of not being able to remember their family. Once Victoria is asleep, the group are threatened by cybermats. The Doctor manages to rig electrical cables from the control panel to create a magnetic field that disables the cybermats. As one threat is eliminated, Klieg and Kaftan step out, armed with the cyber-gun, which Klieg fires directly at the Doctor. Callum shouts a warning to the Doctor, but it seems to late. Callum pushes the Doctor out of the way and takes the blast on his shoulder. Klieg tells the others that he can still negotiate with the Cybermen. Kaftan tells him not to kill the rest of the party as they will make good experimental fodder for the Cybermen. Klieg opens the hatch and calls for the Cybercontroller. The Cybercontroller sends the rest of the fleet back into their cell and emerges to the surface with Toberman, who is under Cyberman control. The Cybercontroller and Toberman are stopped at the door by Klieg wielding his weapon. The Cybercontroller moves slowly, as his energy is running low. Klieg says he will allow the Cybercontroller to revitalise itself in the sarcophagus for the return of Toberman and if the Cybermen help him conquer the Earth. The Cybercontroller agrees. Before he returns Toberman, he communes with him telepathically. As the Cybercontroller goes into the revitalisation room, Klieg forces the rest of the party in there too, only keeping Victoria hostage. The Cybercontroller runs out of energy before entering the sarcophagus. The Doctor helps him in with the intention of trapping him inside. However, once in the machine the revitilisation procedure kicks in remotely, and the Cybercontroller is too strong for Jamie's knots and it breaks out of the sarcophagus. Telepathically signalling Toberman, the latter reveals his true allegiances and knocks Klieg unconscious. The Cybercontroller, in turn, picks up Klieg's cyber-gun. Kaftan refuses to open the tomb for him and, as he goes to do it himself, she tries to shoot him. The Cybercontroller turns and shoots Kaftan dead. The death of his mistress, along with some persuasion from the Doctor, seems to shake Toberman out of his controlled state. Toberman struggles with the Cybercontroller and hurls it into a control panel, rendering it inactive. Before the Cybercontroller was destroyed it had summomed some of the rest of the fleet, which Jamie is forced into shooting. The Doctor wants to make sure the Cybermen are no longer a threat and goes back down into the tombs with Toberman, whom he convinces to revenge Kaftan's death. Klieg regains consciousness and sneaks down with the cybergun while the others tend to Callum. Once in the tomb, Toberman tries to destroy the equipment, but the Doctor wants to freeze them permanently. Klieg appears and forces the Doctor away from the controls, declaring that he will be the new Controller, and revives them again. Klieg sees the Doctor motioning to someone behind him and pulls a gun on the Doctor, calling for the figure to emerge. It is Jamie. Klieg intends to turn the three over to the Cybermen for spare parts. Captain Hopper returns to explain the ship has been fixed. He is shocked to hear that the Doctor has gone back down into the tomb. Klieg is pontificating on how he is going to rule the world but, even as he says this, a revived Cyberman throttles Klieg from behind and kills him. Toberman fights and kills this Cyberman as he tries to activate the rest of his fleet, and the Doctor freezes the other Cybermen, hopefully for good this time. The Doctor and Jamie return. The Doctor ushers the others out as he reprogrammed the computer and sets up a circuit to electrify the control panel and the doors, to prevent anyone from entering the city again. As he and Jamie do this, the Cybercontroller reactivates and lurches forward. The Doctor and Jamie manage to escape. Outside, the Doctor, Jamie, Hopper and Parry try to close the door with planks of wood so as to insulate themselves from the electric circuit. This proves impossible with the Cybercontroller pushing from the other side, so Toberman uses his bare hands to shut the doors, struggling with the Cybercontroller one last time. He succeeds, completing the circuit, and both he and the Cybercontroller are electrocuted and killed. Parry and Hopper return to their ship after saying good-bye to the Doctor and his companions. Jamie asks if this is truly the end of the Cybermen. The Doctor thinks so but can't predict anything No one notices a lone cybermat, moving along the ground outside the doors to the city. Professor Edward Travers, an anthropologist and explorer, is awoken from his sleep by the screams of his companion. He is horrified to see a lumbering, hairy creature standing over his friend's lifeless body. It grabs Travers' gun and twists it into scrap metal as the terrified man scampers into the night. The TARDIS has materialised on a cold and windy hillside. The Doctor is delighted at their destination — the Himalayas. He tells Jamie and Victoria to start searching for what he calls a "Holy Ghanta". They begin searching through a trunk, wherein Jamie finds a pair of bagpipes and a sword, and the Doctor finds a fur coat which he puts on to protect himself against the cold weather. He leaves Jamie and Victoria to look for the Ghanta, which he explains is a bell. The Doctor goes out and observes an ornate monastery in a valley below. He sees a set of gigantic footprints in the snow. Jamie and Victoria find the Ghanta and discover a label on it reading "Detsen Monastery". The Doctor returns to the TARDIS and convinces Jamie and Victoria to stay put whilst he deals with the situation outside. The Doctor is certain he is being watched and elects to travel to the monastery first. Victoria soon gets bored of the TARDIS and convinces Jamie to explore. En route to the monastery, the Doctor finds the remains of Travers' camp and the dead body. He takes the rucksack with him. Jamie and Victoria find the huge animal footprints around the TARDIS. Jamie goes back into the TARDIS to fetch the sword. The Doctor arrives at the monastery, clutching the remains of Travers' rifle and rucksack. There is no response when he knocks on the huge wooden doors. He enters. The inner courtyard is deserted, much to his confusion, but when he turns back to the door, his route is blocked by a group of armed monks. Travers is also present, and before the Doctor can explain his presence, Travers spots his rucksack in the Doctor's hand. Travers is convinced the Doctor is responsible for the death of his friend, despite his earlier claims to the monks blaming it on a beast. The Doctor protests that he can't be the beast, but Travers states he must have got confused by the coat in the night. The Doctor loudly protests his innocence to the peaceful monks, but Travers insists he is lying. The leading warrior monk, a gruff man by the name of Khrisong, sends the Doctor to a cell. Back on the hillside, Jamie and Victoria have followed the trails of footprints right to the mouth of a deep cave. At first, Jamie is unwilling to enter it for fear of some savage animal, but he changes his mind when he spots timbers holding up the roof and sees it must be a man made system.  Victoria sees a huge creature at the cave mouth, and the pair watch in horror as massive claws push a boulder that traps them inside. The Doctor is increasingly irritated in the confines of his cell. He climbs up to a window to peer outside. Travers pops his head through a hatch and mockingly informs him of the hundred-foot drop beneath the window. He accuses the Doctor of being a sabotaging journalist. When the Doctor asks what Travers is talking about, Travers cries, "You know! The Yeti! The Abominable Snowmen!" Jamie, unable to shift the rock, decides to go deeper into the cave system. The Doctor protests he has no idea to what Travers is referring. He does say he has encountered Yetis before, and they are naturally timid so wouldn't have inflicted any damage on him or his friend. Khrisong is in conference in the courtyard over the fate of this apparent murderer. The other monks doubt Travers can be certain of his claims, but Khrisong says, "He is an Englishman. Why should he lie?" The monks are almost certain the Yeti are somehow responsible for this death and a spate of recent deaths of fellow monks. Khrisong believes that if the Doctor isn't directly the killer he may be inciting the Yetis. The more peaceful monks elect to turn over the matter to the Abbot after prayer. Once they have gone, Khrisong ignores their decision and orders the Doctor brought to him. Back in the darkness of the sealed cave, Jamie has found a pyramid of silver spheres placed on a raised plinth. Before either can ponder their significance, the boulder shifts again and the huge form of a Yeti enters the cave, trapping the terrified travellers. Victoria screams as Jamie tries to defend her from the monster with his sword, only to see it snapped in two by the creature's hands as it lumbers toward them. Jamie and Victoria evade the Yeti by causing a mini-cave-in and depart with one of the strange spheres. As they do, the buried Yeti emerges from the rubble and begins to pursue them. They head toward the monastery. Thonmi, one of the monks, has been sent by Khrisong to fetch the Doctor. The Doctor stalls for time and extracts information from Thonmi. He alludes to being at the monastery in 1630 and goes to give the bell, which has been hidden in the hay, to Thonmi, but he is interrupted by Khrisong, who pulls him away. Thonmi, left alone, finds the bell and fervently prays before it. The other monks encounter Khrisong leading the Doctor through the courtyard and object to his plan. The Doctor discovers he is to be used as bait to tempt the Yeti. If the Yeti saves him, he is in cahoots with them; if it attacks, the monks will try to save him. As he is led away, Travers is seen leaving the monastery. He gloats to the Doctor that, without him getting in the way, Travers will claim a Yeti easily. Thonmi takes the bell to the private chamber of Abbot Songsten, who is in communion with the master of the monastery, Padmasambhava. The ancient spiritual guide of the monastery knows the Doctor personally from his previous visit. The Doctor has been tied up by his hands to some kind of pulley which is connected to the gate. No matter how much he protests, it falls on deaf ears. Jamie and Victoria encounter Travers on the mountainside. Jamie explains about the "beastie" and the cave. Travers, almost at gunpoint, tells Jamie to show him the cave of the Yeti. Jamie will only agree if he is shown the way to the monastery. Travers agrees. Padmasambhava knows of the Doctor's wisdom, but he fears he will intervene in the "Great Plan". Thonmi is told to depart, his memory wiped of what he has heard, with the instruction of the Abbot that the Doctor is to be released without harm. Whilst the monks keep watch over the Doctor, Jamie, Victoria and Travers return to the monastery. Travers insists he was wrong to have blamed the Doctor and he should be freed. His wishes are met when Thonmi arrives with the Abbot's instructions. Khrisong is shocked to hear of the Doctor being in possession of the bell. In the inner sanctum, it has been decided that the Doctor should leave the monastery. And if he is not to leave, he is to be persuaded. Back in the monastery, Jamie shows the Doctor the sphere he stole from the cave. Bewildered, he puts it down by the Buddha statue. He seems very keen to see a Yeti close up. As he says this, reports of three Yetis approaching the monastery reach the monks. They rush to a window and see the three creatures, much to the excitement of Travers. Jamie has a plan to capture one of the Yetis for the Doctor. Unsure, the Doctor leaves him to it. Jamie sets up a net, not too dissimilar to the trap he has set for Daleks in the past, and captures a Yeti in a net. It struggles briefly but then falls lifeless. Later the Doctor examines the creature and deduces it is some kind of robot. He finds a small flap in the chest of the machine which now has a missing section. Elsewhere in the monastery, the sphere brought back by Jamie comes to life and begins to roll off in the direction of the captured Yeti. Travers is worried that the real Yeti are threatened by the robot ones, but others suspect he is the one controlling the robots. Outside the monastery, he observes two of the robots come to life and head for Det-Sen. It soon appears the creatures are under the control of Padmasambhava, who is moving miniature Yeti-like chess pieces around a map of the area. Inside the monastery, the sphere slowly makes its way toward the dormant Yeti robot with the Doctor. Monks look for it, having worked out its purpose. Khrisong finds a sphere outside the walls, and the others observe the two Yeti retrieving it without harming it. The Doctor concludes the two were obeying specific orders. Khrisong is overawed by the situation. He begins to trust the Doctor, who decides to try to return to the TARDIS with Jamie for equipment to track the missing sphere. The pulsing globe reaches the dormant Yeti and revives it, causing the robot to menace Victoria and her new friend Thonmi. The awakened Yeti fights its way out of Det-Sen despite warrior monks encircling it. Their swords penetrate its flesh but it staggers on. The Yeti returns to the cave where it meets Abbott Songsten. When the Doctor and Jamie reach the TARDIS they find it guarded by another Yeti. Padmasambhava communes with the Great Intelligence and vows that "the Great Experiment begins". Songsten places the pyramid in the centre of the cave that Jamie was in earlier. It begins to glow. Travers watches as the Abbott leaves and enters the cave himself. The Doctor throws a stone at the Yeti and discovers it is inactive. The Doctor takes out its control sphere for examination. Travers watches in awe as the pyramid begins to glow and expand. It begins to release a noise that causes him such distress he runs from the cave. As the Doctor is fetching his equipment from inside the TARDIS, the sphere begins to move of its own free will. As the Doctor struggles with the sphere, he tells Jamie to put a rock in the Yeti's flap. This calms the sphere. The Doctor speculates that the spheres are charged with returning to their own Yetis. Khrisong is angry that Thonmi opened the door to allow the Yeti to flee — albeit to avoid further bloodshed. Victoria and Thonmi are imprisoned for supposedly reviving the creature after some monks questions Khrisong's loyalty. The signal restarts inside the sphere, but this time it is a call to the other Yetis. In prison Thonmi asks Victoria how the Doctor came by the bell. Victoria is unsure and asks for its history. Thonmi explains it was given to a stranger 300 years ago for safe keeping. Victoria explains that this was the Doctor himself. Thonmi isn't surprised by Victoria's brief explanation of time travel as he says that Padmasambhava has found a way of liberating himself from body and time. Songsten returns. He puts the guard in a trance to make him forget his arrival. The Abbot informs Padmasambhava their plan is working. The old master says the Great Intelligence is already taking on corporeal form. To prepare for the next phase, Padmasambhava orders all monks to leave the monastery.  On the mountainside the Doctor and Jamie are surrounded by Yeti. The only way to save themselves is by bowling the sphere one way and running the other. A monk brings food to Victoria and Thonmi. Victoria takes some of the drink and coughs wildly before falling to the floor. The monk runs out for medical assistance, at which point Victoria dashes up, leaves the cell and locks Thonmi in. Songsten breaks the news that Padmasambhava has ordered they leave the monastery behind. Khrisong is furious at such a command and is resistant. The confrontation is interrupted by a monk saying Victoria has escaped. As they seek her out, the Doctor and Jamie return to the monastery, followed by Travers, who is burbling incoherently about a pyramid. The Doctor forges an uneasy new alliance with Khrisong to enable the monks to stay at the monastery. Rinchen imprisons the Doctor, Jamie and Travers, despite Khrisong's protestations, and order him and his monks to seek out Victoria. Realising the monks will not leave peacefully, Songsten is given orders by Padmasambhava to open the gates of the monastery to more Yeti. Victoria has ventured alone to the Inner Sanctum of the monastery where Padmasambhava invites her in. He is an ancient and wizened man. Victoria realises the ancient man manipulating the small Yeti figures is ordering the robots around the countryside. He wipes her mind of their meeting and summons more Yeti to attack. Soon enough four Yetis enter through the main gate. Elsewhere in the monastery, Travers is delirious and incoherent in his ramblings about the glowing pyramid and a great evil that threatens them all. The Doctor and his companions are kept in their cell as the Yetis maraud through the monastery. Jamie is very worried for Victoria. Khrisong takes the blame for the attack, saying they should have retreated sooner. On command, the Yeti retreat from the monastery again, killing Rinchen by knocking the giant Buddha statue on to him. Khrisong says the monastery is cursed and they must leave. Padmasambhava wished only to scare the monks away, not kill them. He communes with the unknown beings and asks if they will be content now. They want the Doctor dealt with. He sends Victoria as his emissary. In the cell, the Doctor and Jamie are trying to triangulate the signal controlling the Yeti. As they do, Travers awakes and is perfectly fine. Khrisong is distraught about the death of the monk. Victoria enters the courtyard and speaks with the voice of Padmasambhava to urge them to leave and not to blame the strangers, who are innocent of any evil. Victoria is freed from her trance whilst orders are given to free the Doctor and his friends. The monks prepare to leave. Soon Jamie and Victoria are reunited, but she is still dormant. The only time she responds is to the Doctor's voice when she begs to leave the monastery. Thonmi believes she must have gone to the Inner Sanctum — he also drops the knowledge that she believed that Padmasambhava and the Doctor knew each other. Riled by this information the Doctor sneaks away. Padmasambhava begs to be released now that he has "brought the world to its end", but he is thwarted. The Doctor enters. Padmasambhava says he encountered the formless Great Intelligence on the astral plane, and the entity borrowed his form to conduct an experiment, which he was told was harmless but is now out of control. The Doctor asks questions he needs to help save the monastery, but the old man slumps forward, his heart stopped. The Doctor leaves and returns to his friends. Seconds later the body of Padmasambhava rises back up. Jamie tries to awaken Victoria but is thwarted. The Doctor helps Victoria recover from her trance-like state by counter-hypnotising her. She forgets everything that has happened since she left the cell earlier. Travers and the Doctor venture outside to try to triangulate the signal. They leave to find the group of dormant Yetis from earlier. Travers goes to try to rile them, but they move of their own accord before he gets too close. The Doctor is stunned when he gets the readings. Khrisong prepares his monks to leave when the Doctor returns with news that the Yetis are being controlled from the monastery itself. Travers' memory begins to return and he remembers Songsten placing the pyramid in the cave. At the cave, the physical manifestation of the Intelligence is growing stronger and pouring forth menacingly. After learning of Songsten's involvement with the Yetis, the Doctor is concerned as Khrisong is currently with the Abbott. In the inner sanctum, Songsten has submitted to the Great Intelligence, despite the voice of Padmasambhava lamenting the great evil. Khrisong arrives to get Songsten away. Songsten disarms Khrisong and strikes him in the neck. Padmasambhava battles with his controllers, begging to be let go. The Doctor and his friends arrive and overpower Songsten, realising he too has been entranced to commit the will of the Intelligence. Songsten is bound and returned to the other monks. Khrisong's last words to the Doctor are that it is not Songsten to blame but instead Padmasambhava. Thonmi gives news to the monks of Khrisong's death at the hands of Songsten. The monks go to kill Songsten, but the Doctor stops them. The violent nature of Songsten persuades them that it is not the Songsten they know and that he is being controlled. Thonmi tries to blame Padmasambhava, but the Doctor insists he is being controlled too. The Doctor tells all the monks to flee quickly so he can defeat the Intelligence. He keeps Jamie, Victoria and Thonmi at his side while the others flee. Travers doesn't believe that Songsten is innocent so goes to the cave to destroy the pyramid. Using his suggestible nature, as he did on Victoria, the Doctor discovers from Songsten that the Yeti are designed to serve the Great Intelligence and that Padmasambhava and they spent 200 years building the creatures. He goes on to explain that the Great Intelligence have now broken their promise to stay in the cave and are demanding the whole mountain. The Doctor plans to destroy the Intelligence's equipment to control the robotic Yeti. Songsten says the control unit is behind Padmasambhava's throne. Victoria is taught the Jewel of the Lotus prayer to act as a deterrent to Padmasambhava hypnotising her again. Padmasambhava moves the Yeti to attack the monastery, narrowly missing collision with Travers en route. When Travers reaches the mountain, he sees the mountain top covered in a thick pulsating substance which makes it impossible to climb. The monks leave the monastery, including the warrior monks — despite them offering their support to the Doctor's efforts. The Yeti begin to surround the monastery gate. Travers sees this from a distance and decides to hang back. The Doctor and his companions return to the inner sanctum. Padmasambhava is incensed the Doctor hasn't left. The Doctor demands to know why the Great Intelligence has seized his old friend's body. He replies that the Doctor's brain wouldn't be able to comprehend it. The Doctor doubles over in pain and, as Padmasambhava rises from his chair, gives Jamie and Thonmi the shout to enter the control room. Padmasambhava moves the Yeti in. Victoria tries to stop him. He tries to hypnotise her. She uses the prayer to stop it. Seeing the Yeti enter, Travers follows. Despite her best efforts, Victoria is paralysed. The Doctor shouts to Jamie to destroy the pyramid. Jamie finds a sphere similar to the ones seen on the mountain and destroys it. The Yetis chests implode and the creatures are immobilised, but Padmasambhava scoffs at this minor set back. Travers appears and shoots Padmasambhava, but the old man is impenetrable to bullets. Jamie finds a pyramid in the control room and destroys that. A huge tremor rumbles through the monastery. The mountain top explodes. Padmasambhava begins to disintegrate. His final words are to the Doctor, thanking his old friend for setting him free. The Doctor sends Thonmi to fetch the monks back. The Doctor and his companions wish to leave and, despite Thonmi's protestations, do so with Travers as their guide. The Doctor and his companions soon discover a fallen Yeti. Crestfallen, Travers says this is the end of his mission, then he sees another Yeti — a real one — and dashes off in pursuit. The Doctor, Jamie and Victoria head back off to the TARDIS — hoping to find somewhere warmer on their next trip. Senior control technician Jan Garrett and her staff struggle to control an ioniser. There has been a pulse stoppage and they are minutes away from evacuation. Garret manages to stop it, much to the pleasure of Leader Clent. She says they need Penley back, a proposition for which he snaps at her. Clent consults a computer that gives data regarding other ioniser bases in America, Australasia, South Africa and Asia. This ioniser base, the Brittanicus Base, isn't holding up as well as theirs. Clent worries that they will not be able to hold back the glaciers. He discovers that one of his scientists, Arden, is still out on the glacier. Furious, he tries to contact him. The remaining senior scientist, Arden, is out on the glacier searching for archaeological finds. One of his assistants, Walters, discovers an armoured man in a block of ice. Arden, Walters and his second assistant Davis ignore appeals to return to base and help Clent control the ioniser, intent on digging the ice man from the glacier. Clent is furious at this dissent. The glaciers lose stability again and the evacuation procedure is set off again. Outside, the TARDIS materialises onto a snow drift and falls on its side. The Doctor and his companions clamber out. Jamie, looking at the weather, speculates that they may still be in Tibet, but they soon discover a large dome made of plastic. As they explore it, a door opens and two bedraggled men leave. The Doctor inspects the door as soon as they are out of sight and enters with Jamie and Victoria. Arden makes contact with the base and says he has found a large man in the ice and intends on bringing it in. Arden and Clent are polar opposites — Clent is about protocol whilst Arden is about discovery. The Doctor, Jamie and Victoria are surprised to discover the house is like an old Victorian mansion. The evacuation procedure goes off around their ears, and a woman comes up and puts badges, which read "Evacuation Flight 7: Scavenger", on the three of them. The Doctor hears the sound of a computer that is running incorrectly. Victoria wants to leave, but the Doctor insists and goes through a door into the main base. He immediately bursts into action. His action prevents a reactor explosion. Clent is initially appalled at this man bursting into his base but is eventually impressed. Arden, Walters and Davis are confused by the image of the man. He appears to be wearing armour. They begin the excavation process. Storr and Penley look on. The scientists trigger an avalanche, which causes Davis to plummet to his death. Storr is injured too. Arden and Walters return to base with the man. Despite the Doctor not having any "formal qualifications", Clent is impressed with his abilities. He seems bemused that the Doctor doesn't know what the base does. The Doctor says he and his friends have been in Tibet. Clent puts the Doctor to the test. He states that a second Ice Age has beset the world and this base is trying to control it and asks the Doctor to figure out how. The Doctor's mind flits from possibility to possibility before landing on ionisation — the correct answer. Clent explains that after the advent of artificial food, crops became redundant, which lowered production of carbon dioxide and stopped the Earth from withholding its heat. Ionisation intensifies the sun's heat on certain parts of the Earth like a magnifying glass. Humans are having to control the machine at the moment due to the fact that the super computer is still processing the data. They are interrupted by the return of Arden, wheeling his find in on a trolley. The Doctor inspects it and is confused by the helmet, which looks like it is a Viking helmet — which is far too late in history. On closer inspection, as the ice melts, the Doctor sees an electronic connection. The Doctor rushes off to inform Clent and Arden. Jamie and Victoria are left alone. They flirt. Little do they know that the creature has entirely thawed and is beginning to move. The creature becomes mobile, knocks Jamie unconscious and takes Victoria as a hostage. Clent asks the computer if they should accept the Doctor as one of their team. The computer states that he has a high IQ but is ill disciplined and hot headed in certain situations. They are interrupted by the Doctor's news about the warrior. He concludes that if the creature is indeed alien, there could be a spaceship powered by atomic systems under the glacier. Using the ioniser in that area could cause a massive explosion and destroy the base. The crew are discussing this when Jamie bursts in and reports the creature has come to life and taken Victoria. The Doctor, while inspecting the scene, concludes that the Ice Warrior must have used the power pack to accelerate to a higher heat and thaw the ice. The creature has got Victoria in a store cupboard. He states his name is Varga, and he is a warrior from the planet Mars, who has indeed been frozen for millennia after his ship crashed and his party was encased by an avalanche. He insists Victoria help him find his ship and crew. With the extra troops he can decide whether to return home or stay and conquer the Earth. Clent consults the computer. It states that ionisation should continue but the ship needs to be found. The computer reschedules the workload and frees up Arden to go. Jamie will accompany him. Penley and Storr have made it back to their hideout. Storr's injuries are so bad that his friend needs to return to the base to steal medical supplies. Victoria is forced to help the Ice Warrior to locate the power packs. He threatens Victoria with his sonic gun, which will burst her brain. Arden and Jamie see no sign of Victoria or the Ice Warrior out in the tundra. Furthermore, their equipment is being jammed. Clent orders them to go back. Penley has managed to infiltrate the base. As he rounds a corner, he sees Victoria, who gestures for him to hide. He sees Varga lead Victoria into the room. In the control room, the Doctor asks Clent why they have no expert on the base. Clent explains that they did but he walked out and abandoned them as he could not put up with Clent's domineering ways. He does admit that they are crying out for someone with his knowledge though. Victoria tries to stall Varga, but he soon finds the power pack. Varga now tells Victoria that she is to accompany him to the ice mountains. They meet Clent before leaving, and Varga leaves him unconscious and badly wounded. Penley tires to revive Clent when the Doctor finds him. The Doctor works out that he must be Penley. Once Penley is sure the Doctor is dealing with Clent, he leaves the base, despite the Doctor's protests that he is needed to help with the ioniser. Clent comes round just as Garrett informs them that Victoria and Varga have broken through the perimeter. The Doctor says they should not follow them as that would be the Ice Warrior's plan. Meanwhile, in the glacier, Varga finds four of his frozen comrades and uses his sonic gun to free them. He confirms that he has a plan for if Victoria's friends follow her. Penley has administered the medicine to Storr and goes to explore the glacier for Victoria and Varga. He is also coming round to the Doctor's suggestion that he could return to the base. Varga has chiselled away at the ice, leaving the semi-exposed forms of his comrades. He prepares to revive them. The four Ice Warriors, Zondal, Turoc, Rintan and Isbur, are resurrected, much to the terror of Victoria. Penley watches the whole process. The Doctor prepares Jamie for his excursion with Arden. Arden blames himself for the whole situation, which causes Clent a rare moment of compassion. Before they leave, Clent orders them not to go looking for Victoria, much to the displeasure of Jamie. Penley reports back to a fully healed Storr the situation regarding the Ice Warriors. He does not believe him. Their argument is interrupted by a noise outside. It is Garrett, who begs Penley to return to the base. He refuses, saying he does not want to be computerised. Garrett pulls out a tranquilliser but is disarmed by Storr. Storr wants to kill her, but Penley lets her go. He tells her to look up some of his notes when she returns to base. Now fully mobilised, Zondal and the other three Warriors take on the task of creating an ice cave. Others set about finding their craft and digging it out of the ice. Victoria is told she is to be kept with them as bait. The Doctor is trying to figure out the calculation to save the base. Clent encourages him to use the computer, but the Doctor resists. Garrett comes in with the notes about which Penley told her. The Doctor takes one look and cracks the code. Clent says he must check with the computer — which causes the Doctor to become very offended. Arden reports back, saying he has discovered an ice cave and a ship. Arden and Jamie begin to take readings, but minutes later, they are ambushed and gunned down by Varga and Zondal, who leave them for dead. A distraught Victoria is ushered into the ship. The Ice Warriors discuss destroying Victoria, but they decide to keep her as bait. The Ice Warriors leave to fix the ship's propulsion unit. Penley has been watching and emerges from the shadows. The Doctor reminds Clent that it has been a long time since they heard anything from Arden. They try to make contact, but there is no reply. Penley discovers that Arden is dead, but Jamie is still alive. Penley takes him back to his home. Garrett comes back, reporting that the equation is perfect. Clent is overjoyed but soon realises he can't use it with Arden still outside. Jamie awakes at Penley's cave and is eager to seek out Victoria. However, he is too weak and passes out. Victoria, emerging unaccompanied from the ship, discovers Jamie's body gone. She finds the communication device on the ground and attempts to use it. Unbeknownst to Victoria, she is being observed by Varga and Zondal. They decide she must be stopped. They aim a weapon at her head. The Doctor receives the transmission from Victoria, who tells them of the danger of the Ice Warriors and of Arden and, possibly, Jamie's death. She is probed by Clent for facts. As she does, a weapon emerges from the side of the ship. Varga and Zondal prepare to fire. Varga decides against killing Victoria so as to not raise suspicion. Clent grills Victoria for any information regarding the ship's propulsion system, keen to continue the process of ionising. She is not able to help. Turoc is sent by Varga to capture Victoria again and use her as bait. Victoria sees a figure coming and makes a run for it, dodging into the ice to avoid Turoc. The Doctor uses an automatic chemical dispenser used on the base to create ammonium sulphide, which will be toxic to the Ice Warriors if Victoria's statement regarding them being Martians is to be believed. The Doctor states he intends to make contact with the Ice Warriors himself. Clent is very unhappy about this but is not faced with many other choices. The Doctor takes a communicator with him but refuses to take a weapon. He states he doesn't need a weapon as he intends to be taken prisoner. Victoria flees ever deeper into the icy caves. She sees a communicator on the floor and attempts to retrieve it but is caught by Turoc. At just that moment an avalanche falls on the pair of them. Storr and Penley continue to minister to Jamie. He awakes and is desperate to find Victoria. Storr is keen to accompany him. Jamie is terrified when he discovers he has no use of his legs. An examination of the engines of the Martian craft shows them working but low on fuel. The Ice Warriors need to know on what the base is powered to see if they can use it on their ship. Victoria cries for help. She is not stuck in the avalanche, but the Ice Warrior has been and is still gripped on to her. Jamie is asleep again. Storr has decided the only way to save Jamie is to talk to the Ice Warriors. Penley is convinced that he should not go, but Storr pushes past him with Penley in pursuit. Storr dashes behind a piece of ice to lose Penley and hears the call of Victoria. Meanwhile Penley has found the Doctor and taken him to Jamie. Storr finds Victoria and manages to free her. He is told that the Ice Warriors are against the scientists and begins to sympathise with them. Another avalanche forces them to leave. The Ice Warriors are eager to attack the base, but Varga says they must bide their time. Their discussion is interrupted by Storr leading a distraught Victoria to their ship. Varga and Zondal hold Victoria personally culpable for the death of Turoc and lead her into the ship. They ignore Storr's offers of help, especially so when he denounces scientists at the very time they want technical aid. He is killed and left in the snow. Varga and Zondal go inside to question Victoria. Back in the cave, the Doctor determines Jamie's paralysis is temporary. Another avalanche rocks the cave. The glacier is moving ever quicker. The Doctor tasks Penley to escort Jamie back to the base. Penley protests, but the Doctor states that everyone needs his help. The Doctor leaves to speak to the Ice Warriors. Clent watches in shock as the glacier moves faster than it has ever done before. Garrett pushes Clent for a plan, but he says he is putting all his faith in the Doctor. The Doctor informs Clent on the video screen that he is going to make first contact. The Doctor heads through the avalanches and knocks on the door of the ship. The weapon emerges, but the door opens and the Doctor is allowed to enter the airlock. The Ice Warriors are suspicious of the Doctor's claims; this is only worsened when he refuses to answer questions. Varga reduce the pressure in the airlock to zero until the Doctor explains his motives. Seconds away from death, the Doctor agrees to the Ice Warriors' demands and tells them that he is a scientist. He is allowed entrance. The Doctor is unnerved by the sheer size of the Ice Warriors but plays it cool and says that he is the only chance they have of surviving. The Ice Warriors tell the Doctor that they think that the ioniser is a weapon. When he puts them right, they demand to know why they haven't been freed previously. Penley drags Jamie through the snow. They stop for a rest when they see a bear in the distance. The Doctor explains that the ioniser has not been used as they are worried it will blow up the engine. The Ice Warriors will neither confirm nor deny the make up of their engine. If it is not harmful to ionisation, they will be washed away in the flood; if it is harmful they will be blown up. The Doctor tries to wheedle the information out of the Ice Warriors but cannot. They demand to take away his communicator. The last thing he says is that if his friends at the base don't hear anything, they will be forced to use the ioniser. Clent and Garret, who have been listening via the communicator, take the Doctor's hint that they should prepare the ioniser. There is a modicum of doubt at the base. Garret wants to ring World Control but Clent decides to plug all information they have into the computer. Penley uses the tranquilliser gun on the bear and misses. The bear attacks. The computer says that they should wait, prepare the ioniser and contact World Control. Clent praises the computer for being cold, logical and incapable of taking a gamble. Penley manages to tranquillise the bear, sustaining only a scratch in the process. Back at the Ice Warriors' ship, the Doctor has been shown the ship's engines. They are powered by an ion reactor which will not explode under ionisation. The Ice Warriors refuse to allow the Doctor to pass on this information as it will lead to their destruction. They ask the Doctor what sort of fuel the base runs on. The Doctor realises that they are without fuel to power their ship and refuses to tell them. Varga threaten Victoria's life, forcing the Doctor to say that it runs on the right fuel for them. The Ice Warriors prepare an attack on the base. Clent is informed of the arrival of Penley and Jamie. He allows them in, despite being unsure about Penley's return. Clent and Garret are dismissive initially but offer to help Jamie, but Clent has given up on retrieving the Doctor and Victoria. Penley says that this is ridiculous — to risk two people's lives because a computer says so. Clent refuses to relent. Jamie begins to grab Clent physically, and Clent has both Jamie and Penley tranquillised. Varga, Rintan and Isbur have made it to the base and communicate with the ship to prepare the weapon. The Doctor tells Victoria to pretend to cry. Masked by the sound of her tears the Doctor informs her that he is to use the ammonium sulphide which will, hopefully, be noxious to the Ice Warriors. Victoria distracts Zondal by saying that water is seeping through the door of the ship, but the Doctor cannot get the cork out of the top of the test tube. Zondal turns and sees the Doctor's plan and rounds on him. The Doctor manages to uncork the test tube just in time. Zondal begins to faint but as he does his hand clamps on to the fire button with the Doctor trying his hardest to stop the annihilation of the base. The sonic blast triggered by Zondal causes only minor damage, destroying the records wing. Varga use the communicator to call Clent, threatening to fire again unless the humans surrender. Clent knows the base dome cannot survive another blast and suggests a meeting between the two sides. Garrett suggests they threaten to destroy the ship using the ioniser. Walters says they should go ahead and do it. When Clent says they cannot, Walters loses his nerve and goes to destroy the computer. Garrett tranquillises him. Back in the Ice Warriors' ship, the Doctor begins to inspect the inner workings of the sonic gun. Varga, Rintan and Isbur confront the humans in the ioniser room. The talks fail when the tranquillised Walters tries to shoot Varga. The Ice Warriors kill him. Varga demand the base's mercury isotopes. Clent tells them they do not possess these, but Varga suspect he is lying and threaten to close down the reactor, causing the base to lose light, heat and electricity. The Doctor and Victoria overhear all this and begin to dismantle the external section of the gun. Varga threatens Garrett and Clent with destruction unless they render the ioniser safe. The Doctor and Victoria have adjusted the sonic cannon so that the frequency of the gun only affects fluids. The Doctor thinks that the Ice Warriors have a higher level of liquid in them so will be affected more. Furthermore he believes their helmets will further exaggerate the sonic effects. He is aware this may be a risk that puts the human lives on the base in jeopardy too. Penley awakes and goes to explore the base. Garrett has rendered the ioniser safe, and the Ice Warriors order total shut down of the reactor. Penley oversees all this and turns the heat and humidity of the base up whilst turning the oxygen down. This affects the Ice Warriors, who turn on Clent and his scientists. At the same time, the Doctor fires the sonic cannon. This causes the Ice Warriors and the humans to collapse. The Doctor renders the gun useless and leaves the ship. When he returns to the base he finds the Ice Warriors gone. He goes around waking up the crew. Clent orders Garrett to phase up the ioniser. The Doctor and Penley press Clent to use the ioniser as a weapon against the Ice Warriors, but Clent refuses to go against the computer. The Doctor and Penley press their case. Clent consults the computer, which short circuits. Penley takes the decision to use the ioniser at full strength. Varga and the other two warriors arrive back at the ship. They find Zondal, who apologises for his failure. They find that the glacier is breaking up around them and also discover that their ship does have fuel after all. Clent orders Penley to stop but he continues. The Ice Warriors' ship begins to break up. Back at base, the explosions caused by the ship were only minor. Clent compliments Penley but has no time to thank the Doctor and his colleagues as they have already disappeared. The TARDIS dematerialises. The TARDIS arrives on an Australian beach, Cape Arid, where the Doctor, Jamie and Victoria's seaside frolicking is observed by three men in a hovercraft named Anton, Curly and Rod. They are incredulous at the Doctor's presence; could it be "him?" They call their boss, Astrid Ferrier, who disbelieves their story and urges them to wait while she contacts the main base. Nonetheless, their leader, Anton, resolves that they'll have no better opportunity, and they ready their guns. Astrid contacts her commander, Giles Kent, and reports the men's observation. It can't be him, Kent exclaims, it's impossible. He orders her to stop the men from harming the Doctor.  The Doctor, Jamie and Victoria watch as the hovercraft approaches, see the armed men and realise they're in danger. They begin to run as Anton and Rod shoot at them from the hovercraft. They hide behind some dunes, and the men are forced to split up in order to find them. The Doctor and his colleagues try to escape but soon run into one of the men. Jamie knocks him out. The men see the approach of a mini-helicopter and identify it as Astrid's. In their efforts to elude the gunmen, the Doctor and his colleagues end up in the same clearing in which Astrid landed her helicopter. She beckons them inside. Once inside, the Doctor sees Astrid's pilot's licence and sees it is valid until the end of 2018. Astrid informs them that the men have punctured the fuel tank and that the helicopter could explode at any minute.  Below, the men board their hovercraft and pursue the helicopter.  Astrid lands her helicopter at her private residence. She has been shot, and the Doctor tends her wounds. She explains her men have mistaken him for their sworn enemy, Salamander, a man she claims is bent on becoming global dictator. She wants to take advantage of the Doctor's apparently serendipitous arrival and urges them to go with her to meet Giles Kent, who will explain everything. The Doctor, dubious at becoming a pawn in some political machination, declines. The three armed men close in. Astrid encourages the Doctor and his colleagues to hide in a back room as she hides behind the sofa. Astrid tangles with Curly to allow the Doctor, Jamie and Victoria to escape. Curly is accidentally shot dead by his fellows as they try to kill Astrid. Rod and Anton shoot at the fleeing bunch but realise they stand a better chance in the helicopter. As soon as the helicopter is airborne it explodes.  At his office, Giles Kent looks at the Doctor in fascination — his resemblance to Salamander is uncanny. The Doctor explains they've been out of touch with world events lately ("On ice," he says, referring to their previous adventures in Tibet and in Earth's icy future). Kent plays a video-wire of Salamander's latest address to the United Zone General Assembly meeting. Salamander, despite a Mexican accent and swarthy complexion, is indeed a doppelganger for the Doctor. He announces highly satisfactory results from sun conservation tests in the Australasian Zone with sun-catching orbital satellites, resulting in a restoration of the Canada and Ukraine's corn and flour production which had been devastated by natural disasters two years earlier. The Doctor is confused as to why they are intent on stopping Salamander when his intentions appear to be so good. Kent explains that underneath his guise as a public benefactor, he has been ruthlessly solidifying his power base. Several high-ranking political figures have died under mysterious circumstances and replaced by Salamander loyalists. Kent himself was Deputy Security Leader for North Africa and Europe before being sacked for beginning to suspect too much. Kent was forced into seclusion, and his place was taken by a man named Donald Bruce who has since risen to World Security Chief. With Bruce in place, Salamander is virtually untouchable. Kent's only remaining high-ranking ally is Alexander Denes, Controller of the Central Europe Zone. Kent urges the Doctor to pose as Salamander and infiltrate his research station at Kanowa to find proof of Salamander's ambitions. The Doctor is dubious but attempts the accent, with limited success. Kent receives a phone call stating that Bruce has cordoned off the area and is approaching. Kent warns the Doctor that if he is found he will be killed due to his similarity to Salamander. The Doctor correctly surmises that Kent tipped Bruce off to test the similarity. The Doctor is given no choice but to imitate the dictator. Astrid shouts at Kent for endangering them. Bruce enters, a heavy-set, imperious and intimidating man. His armed men are investigating the dead man in Astrid's house, as well as the wrecked helicopter. He explains that Astrid was being watched and that a man was present. Astrid refuses to explain who the man was, and Bruce motions to his guards to search the building. As they open the door to the back room, "Salamander" emerges, demanding that a dumbfounded Kent explain his presence. Bruce is dumbfounded by Salamander's presence in Australia, when he is supposed to be in a closed-door conference at the Central European Zone, and certainly not with Kent, a man he had denounced. As security chief, he ought to have been told. "Salamander" refuses to explain his presence, saying he will deal with Kent his own way. Bruce is sceptical of Kent's explanation that the dead man in Astrid's house was trying to protect her from his treasonous colleagues, but "Salamander" overrules him and dismisses him. Giles congratulates the Doctor and assumes he is fully on board now, but the Doctor still is not fully convinced that one side or the other is good or evil. He asks his companions; Jamie says they have to help, but Victoria is unsure. The Doctor agrees to pose as Salamander at the Kanowa Research Centre. Astrid, Jamie and Victoria, using travel passes provided by Denes, the leader of the Central European Zone, are to travel to Salamander's headquarters in the Central European Zone via rocket and put into place a plan that Astrid has been forming for some time. Bruce checks in with Benik, Salamander's deputy, to confirm he left for the Central European Zone. As far as Benik knows, he did and left strict orders not to be disturbed. His attempt to contact Salamander there goes unanswered. Bruce informs him that he thinks Salamander is in Australia; Bennick is dubious. The real Salamander is meeting with Denes and another man by the name of Fedorin and is trying to persuade them that his scientific study confirms that a range of dormant Hungarian volcanoes will erupt soon with cataclysmic results. Denes is dubious at Salamander's suspiciously precise predictions; his own scientists have made no such forecasts. This act of defiance annoys Salamander. Denes leaves, but Salamander asks Fedorin to stay. Jamie, Victoria and Astrid have arrived in the Central European Zone, and Astrid has set Jamie up with ID to get past the main guards. Jamie heads off. Astrid contacts Giles in Australia and tells him that all is going to plan. She also explains that she is to meet Denes later. Fedorin is nervous about his meeting with Salamander. He gets chatting to a servant of Salamander's named Fariah. Salamander appears and orders a guard who approaches Fedorin, gun raised. As he does, Jamie leaps from an unseen point, knocks the guard out and points the gun at Salamander, ordering them all to back up. Jamie grabs Salamander's security device and throws it over the balcony. As he does, Astrid triggers an explosion outside. Two guards enter and approach Jamie, but Salamander calls them off. Jamie explains that there was a plot on Salamander's life and that he tried to inform the guards on the gate, but they wouldn't listen. Impressed, Salamander offers Jamie a job. Jamie says he would like to but is only visiting with his girlfriend and wouldn't want to leave her. Fariah says there is a job working in the kitchen. Jamie agrees and is allowed to go and get his "girlfriend". Fedorin mysteriously asks what the word "brujo" (a word uttered by Fariah) means. Salamander says it is the word for "sorcerer" which is used in Mexico. Jamie returns to the meeting spot and tells Victoria and Astrid that the plan has worked. Astrid disappears as Fariah comes to collect Jamie and Victoria and take them into the base. Later that day, Denes meets Astrid under a jetty. Astrid wants Denes to stall Salamander while she puts her plan in place. They hear feet above them. Denes stops Astrid from shooting them on sight. Salamander shows Fedorin an official file of lies, scandal and libel he has concocted about him. Fedorin is very worried, but Salamander refers to it as insurance. Salamander offers Fedorin the job as leader of the Central European Zone if he promises to share the power with Salamander. Fedorin asks what is to happen to Denes, and Salamander explains he is to be killed. Fedorin says he can't do that, but Salamander reminds him of the file. The conversation is interrupted by the eruption of the volcanoes. Salamander is overjoyed at the fact that his predictions have come true, despite the widespread destruction he is witnessing below. Bruce enters, worried about reports he heard of an attempt on Salamander's life. Salamander placates him. Denes bursts in, horrified at the destruction. Salamander accuses him of ignoring his warnings and letting thousands die. Denes is certain that somehow Salamander engineered this disaster. Salamander coolly denounces Denes as a traitor and orders Bruce to arrest him. Denes implores Fedorin to back him up, but Salamander states that Fedorin will be chief witness against him. All eyes turn to Fedorin. Fedorin cannot even bring himself to look at Denes. Denes is unperturbed at his arrest. He looks forward to facing Salamander in open trial. After Denes is led away, Salamander congratulates Fedorin on his "promotion" to European Controller and puts his dossier of blackmail documents into a safe. He gives Fedorin a vial of poison to deal with Denes. Bruce is surprised to encounter Jamie, now in Salamander's personal guard. Jamie refuses to divulge any details of what Salamander was doing in Australia with his supposed enemy Kent. Victoria meanwhile thoroughly fails to impress Griffin, Salamander's chief cook, with her culinary skills. Fariah, Salamander's assistant and food taster, urges her to escape at the earliest opportunity. In Kent's caravan near the Kanowa research station, he and the Doctor watch footage of the European volcanoes. Kent strongly suspects that Salamander is somehow engineering these disasters, and it was his investigation into how the research station was involved which led to his downfall. The Doctor hides when Benik arrives at the trailer to taunt Kent and smash his possessions. Astrid, Jamie and Victoria try to rescue Denes with Fariah's help. Fedorin intercepts Victoria as she delivers his food. He cannot, however, bring himself to poison the food. He confesses his failure to Salamander, who offers comforting words and a glass of wine to help him relax. Fedorin drinks and slumps over dead; Salamander had poured the poison into the wine. The rescue attempt is a failure: although Astrid escapes, Denes is shot down, and Jamie and Victoria are captured. The light dawns on Bruce when Salamander denies being in Australia with Kent earlier. Someone is impersonating Salamander. Giles is waiting for contact from Astrid and is panicked by the lack of contact. She eventually contacts him, and Giles tells her to scramble her messages to ensure that no one is listening in. Benik is, indeed, listening in and frustrated by the scrambling. He sends his guards out to trace Astrid. He is informed that Salamander is returning to Australia. Astrid explains she has returned to Australia safely and is back at Giles' office. She explains that Denes has been killed. She is interrupted by a figure at the door. It is Fariah. Astrid is sceptical, thinking she has been sent by Salamander, but Fariah claims she hates him and wants him dead. The guards report to Benik that Astrid and Fariah have been seen together. Benik orders Giles' office surrounded. The Doctor and Giles have joined Astrid and Fariah. The Doctor is concerned about Jamie and Victoria but Fariah says they have been brought back to Australia by Salamander. The Doctor mistrusts Fariah but she says she has spent her whole life being controlled and blackmailed by Salamander. The Doctor asks if she has any proof. She says she has nothing to prove that she has been blackmailed but has the information he was using to blackmail Fedorin. Meanwhile, downstairs Benik has surrounded the place. Kent and the Doctor look over the evidence, but the Doctor claims it's not enough to prove Salamander is evil. However, with Jamie and Victoria prisoners, the Doctor's impersonation of Salamander is their only hope. Giles says that when he gets close to Salamander the Doctor must kill him. The Doctor objects to this, but Giles says he will withdraw support in finding Jamie and Victoria. Fariah's presence, they hope, will help convince people of his identity. Fariah notices that the place has been surrounded. Benik orders his men to shoot any of the party on sight. The Doctor and his friends soon realise there is no escape other than the ventilation shaft. Benik is at the door. Astrid orders them all to go down the shaft whist she stalls Benik and his men. One of the guards enters through the window. He and Astrid grapple and, on the sound of a gunshot, Benik enters. The only person there is the prostrate guard. He assumes they have all gone down through the ventilation shaft and rushes out to the street. Astrid has been hiding under a desk the whole time. As Fariah tries to escape, she is shot by one of the guards. Benik tries to extract information from her but she refuses. She dies. Benik regains Salamander's file from her. Salamander and Bruce lose their mind at Benik for his heavy handed way of dealing with the situation. Salamander is more concerned by his lookalike. Benik returns the file to Salamander. Left alone, Salamander locks himself inside the Records Room. Once he's sure he's alone, he opens a secret panel in the wall, revealing a small elevator capsule into which he climbs and descends. Bruce tries to contact Salamander. When he discovers he can't, he is infuriated at the way that Salamander is running things. Salamander has descended to a vast underground complex. He explains over tannoy that he has returned. A couple, Colin and Mary, discuss how Colin is going to demand from Salamander that he return to the surface. He goes to meet Salamander, who explains that the radiation on the surface is killing him but he has found a store of food. He has convinced them a nuclear war has devastated the surface, and their efforts to create natural disasters are helping them turn the tide against, in Salamander's words, "the enemies of truth and freedom". The research team have been down there for five years. They cannot return until the radiation levels on the surface fall to safe levels. They hail Salamander as their hero, risking life and limb to bring them food. Colin is the lone dissenter, demanding to return to the surface. Salamander feigns radiation sickness and leaves. Back at the caravan, Kent and Astrid prepare the Doctor to infiltrate the station while awaiting the return of Fariah. The door opens and a figure emerges. The figure is Bruce, who placed a tracking device on the caravan. Bruce demands to know why the Doctor is posing as Salamander. The Doctor says it is to get Jamie and Victoria back, whilst Astrid says it is to expose Salamander for what he is. Bruce says the only bad things connected to Salamander can be laid at the door of Giles. The Doctor explains they have a file, in the hands of Fariah, that proves Salamander is evil. Bruce says that Fariah is dead. Astrid wants to go and intercept the file, but Bruce refuses to let her leave. He is, however, slightly won over and says he will investigate himself. Giles says that someone so close to Salamander is only digging his own grave by doing so. Astrid overpowers and disarms Bruce's guard, pointing the gun at Bruce. Benik tells the guard he wants to be informed when Salamander returns. He watches the unloading of a drugged Jamie and Victoria and wants to question them as soon as they are awake. Astrid demands to be taken to the Research Centre, but Bruce calmly notes there are a dozen guards outside. The Doctor defuses the situation and says if there is bloodshed he will not help them in their plans. The Doctor takes the gun off Astrid and hands it back to Bruce as a sign of good faith. Bruce asks the Doctor if he thinks Salamander is evil, and the Doctor says there is enough evidence to suggest it. Bruce agrees to escort the Doctor into the station, provided Kent and Astrid stay behind. They leave, leaving the caravan heavily guarded. In the underground complex, Salamander unloads the supplies from the surface. Colin angrily confronted the leader, Swann, as to why no one can go to the surface and what they would do if Salamander never returned. Swann dismisses him. As he inspects the food packages he finds a scrap of newspaper inside a crate bearing the headline "HOLIDAY LINER SINKS: MANY FEARED LOST". This appears to indicate that surface life is normal, and Swann angrily demands an explanation. Salamander claims that yes, the war is over, but the survivors are deformed in mind and body and deserve to die. When Swann asks about the creation of the natural disasters, Salamander states that their efforts are to destroy these mutants and this is necessary for a new start. Swann loses his mind at the fact he is complicit in murder. Swann insists on seeing for himself. Eventually Salamander agrees to take him to the surface as long as he tells no one what he sees. Swann informs the rest of the colony. Colin is distraught at the thought of not going. Jamie and Victoria awake and are soon met by Benik. Jamie refuses to tell him anything. Benik anticipates sadistically interrogating them. Jamie disarms a guard, but Benik holds a gun to Victoria's head, forcing him to disarm. Jamie is on the verge of caving as Benik begins to harm Victoria, when Salamander enters with Bruce and orders him out. Victoria and Jamie confront Salamander with his crimes, particularly the murder of Fedorin and Denes, which appals Bruce. Victoria lashes out at Salamander, who reveals he's actually the Doctor, come to rescue them. He has been maintaining the act to prove to Bruce how good he is. Jamie and Victoria are still unsure until the Doctor mimes his recorder. Bruce is still not convinced to turn against Salamander, but enough doubt is planted that he agrees to investigate. Benik berates a guard for not telling him that Salamander had returned. The guard states that he hasn't. Swann follows Salamander through a cave system where he stores the food. Swann questions why he has never brought people up here. Salamander argues that whilst it's not radioactive it is too close to the mutants. Salamander warns Swann from going on, but Swann insists. As Swann leads the way, Salamander picks up a metal pole. Kent is furious with himself for allowing the Doctor to go with Bruce alone. Kent will not be calmed and wants to be able to sneak into the Research Centre. Astrid comes up with a plan. She makes it look like Kent has received a bullet to the head and breaks a window to alert the guard. When the guard rushes in to inspect Kent, Astrid sneaks out. As the guard hurries after her, Giles too sneaks out. Astrid has hidden in the undergrowth to evade the guard. As she makes her way through the forest, she hears the cries of a man in distress. She soon finds a severely injured Swann. When she asks who did this to him, he replies, "A man named Salamander." Swann tells Astrid that Salamander is in the cave system. The Doctor, Jamie and Victoria try to convince Bruce of Salamander's plans. They turn and see Benik, not knowing how long he heard the Doctor using his real voice or about what they were talking. Astrid takes Swann into the cave system to get him some water. He asks her how bad the war was; when she says there has been no war he tells her about the underground colony and Salamander's part in it, then dies. Benik asks the Doctor to sign some papers and also says the door to the Records Room is jammed and asks for his key. The Doctor stalls the signing of the paper and says he has lost his key, then dismisses Benik. When alone, the Doctor asks Bruce how many people work at the Research Centre. The answer is twelve; but why do they cater for thirty? His suspicions riled, Bruce tells Jamie and Victoria to leave and phone a man named Forester, who is his deputy, and give him a password to inform him there is trouble. The Doctor tells them to go straight to the TARDIS after doing this. Astrid reaches the band of scientists. The colony workers are shocked and begin to hit and beat her, fearing she is one of the mutant humans of which Salamander has warned them. Colin stops them. Astrid tells them of Swann's death at the hands of Salamander and informs them that there is no war. Colin insists she undergoes decontamination. She is taken to the decontamination booth, which reads that she is radioactive but is soon neutralised. Astrid proves this machine is a fake by putting in a ruler which registers as radioactive and then is neutralised. A hubbub breaks out. Astrid tells Colin and Mary they should come with her to the surface. The guards stop Jamie and Victoria from leaving, but Bruce intervenes. One of the guards finds this very suspicious and goes to Benik. Giles has made his way to the Research Centre and overhears a conversation between the guard and Benik, suspicious about Salamander. With his knowledge of the Research Centre, Giles lets himself into the Records Room and finds Salamander. He locks the door before pulling a gun on him. All of this is watched by Bruce and Benik, who attempt to break the door down. Hearing this intrusion, Giles opens up a secret hatch about which he has not forgotten that has enough weaponry to blow the Research Centre sky high. At this point the Doctor drops his act and reveals it has been him all along. He tells Giles he has suspected him for a long while now. As Giles turns to run down the hatch, he is met by Astrid pointing a gun at him. She is accompanied by Colin and Mary, who say that it was Giles who took them down into the colony first, saying it was an endurance test before Salamander took over. Giles points a gun at the Doctor's head and explains that it was his plan to kill Salamander and take over, and he still can if he disposes of the evidence. He runs down the hatch. Outside Benik panics and steals a guard's gun and tries to run. He is met by Forester and a group of guards. Bruce arrests him. The Doctor contacts Bruce and says that he suspects Giles is about to blow up the Research Centre and that if he can't open the door then he should escape. Bruce assures the Doctor they are trying to get in. In the cave system, Salamander jumps out on Giles and disarms him. Giles insists that they can work together once more, but Salamander is unconvinced. He shoots him, only wounding him. Salamander pursues Giles through the cave system. He corners him. Before he has a chance to shoot him again, Giles pulls a lever which triggers a huge explosion. The guards enter the Records Room as the explosion rocks through the centre. Astrid is worried about the people of the colony and risks her life to check they are OK on the TV screen in the Records Room. They are fine, and Bruce assigns her some of his guards to save them. Jamie and Victoria wait nervously near the TARDIS. When the Doctor finally arrives, still disguised as Salamander and clearly wounded and dazed, his behaviour is puzzling; he orders Jamie to pilot the TARDIS for him — something which neither he nor Victoria were ever allowed to do. When Jamie questions this, the real Doctor stands at the doorway of the TARDIS, mocking Salamander's impersonation of him. A desperate Salamander grabs the controls, trying to remember the button Jamie had started to touch, but the Doctor pulls him off the console. A brief scuffle ensues, in which both the Doctor and Jamie are dispatched to the floor by the dictator, who then finds and hurriedly presses the dematerialisation switch. But Salamander does this while the doors are still open, creating a vacuum that blows him out into the space-time vortex while the Doctor, Jamie and Victoria hang on for dear life. The TARDIS continues in flight with the doors open, while the evil Salamander has been ejected into space and time. Jamie flings himself onto the console and activates the door control, nearly being sucked out himself. The Doctor goes to pilot the ship. Jamie mocks him for not being able to properly control the TARDIS. The Doctor intends to prove him wrong. In the home of Julius Silverstein, amidst his private collection of artefacts, Anne Travers returns from America to meet with her agitated father, Professor Travers. Travers pleads with Silverstein to let him take (or buy) back the Yeti he sold to him thirty years ago, stating that it is dangerous. Silverstein refuses. The Professor claims to have recently reactivated a control sphere, which has since disappeared. Anne suspects his senility is playing tricks on him. She takes her father away at Silverstein's urging. As Silverstein closes his home for the night, the control sphere breaks through a window and reconnects with the Yeti. As it metamorphoses into a glowing-eyed monster, Silverstein is attacked; he cowers in terror. In the TARDIS, Jamie tries to convince the Doctor that a light on the console is flashing; the Doctor dismisses it. The Doctor tells Jamie that the light only flashes when they are landing. Victoria notices the light too, and when the Doctor finally sees it for himself, the machine emits landing sounds. Strangely, the scanner reveals they are suspended in space, and, as they watch, the scanner picture (and the TARDIS itself) is enveloped by a web-like substance. In an underground fortress, Captain Knight is being interviewed about an apparently fallen comrade, Colonel Pemberton, by Harold Chorley of London Television. As the interview concludes, Professor Travers is ushered in. Knight is badgered by the Professor. He explains that Anne asked for him to be brought in. When Knight leaves, the Professor begins badgering Chorley. Chorley attempts to interview him about the "scientific section" and finding "a solution to the problem", to which Travers opines that the whole of London, if not the whole of England, might be completely wiped out. The Doctor has rigged up a device. As the web lessens, he plugs it into the console and throws the switch on the device. The TARDIS emits a screeching sound and lurches, knocking the Doctor and his colleagues to the floor. The Doctor announces he has landed the ship about half a mile away from where they were expected, eluding their captors for the moment. The TARDIS having landed, they emerge in a dark tunnel with bars on the edge. Jamie suspects it's a prison, while the Doctor speculates it may be the dungeon of a castle. As they explore, they find a trench and a fire extinguisher. They then discover a sign revealing they are in the London Underground station at Covent Garden. They head to the surface. The entrance gate to the station at the top of the stairs is closed. When Jamie attempts to rouse a sleeping man just outside, the man falls, dead and covered with web. The newsstand outside reads, "Londoners Flee! Menace Spreads!" Returning to the platform, Jamie hastily jumps onto the tracks. The Doctor quickly and thankfully ascertains that the current which would have electrocuted Jamie is off. The three walk along the tracks into the tunnel, noticing that trains have not been running for some time. They discover a power cable and are forced to hide as three soldiers (Staff Sergeant Arnold, Corporal Blake and Craftsman Weams) appear, letting out more cable from a large spool. The Doctor asks his friends to follow the soldiers at a distance while he finds where the cables lead. The soldiers stop for a rest. As Jamie and she pursue them, Victoria is startled by walking into a cobweb and cannot stifle a scream. The soldiers, upon hearing this, ambush and capture Jamie and Victoria. The Doctor reaches the Charing Cross platform, on which several crates of explosives are connected to the cables. As he investigates, he hears a familiar bleeping sound. He ducks onto the tracks and hides under the platform as a Yeti emerges. Corporal Lane cannot raise communications with a truck at Holborn. Anne enters with a repaired blast recorder, and Knight is only too pleased to give her a hand. Chorley enters, complaining of Professor Travers' obstructiveness, but is ushered out by Knight. Meanwhile, the Doctor must sit tight as a second Yeti arrives on the platform. Both Yeti cover the explosives in web, using a strange kind of gun. As Knight continues to set his cap at Anne Travers, Arnold returns with the cables ready to connect for the demolition job and reports the two captured youngsters. Knight is entirely nonplussed, but Anne pushes to make sure there's no one else in the tunnel before it's blown up. Arnold takes Jamie and Victoria into the common room and questions them. Jamie makes a snap decision to deny they were with anyone else. Knight comes down to check, at which point Arnold says that the coast is clear, and Knight rushes off. Jamie asks what all that was about, and Arnold tells them. Victoria immediately explains about the Doctor. However, it is too late — Knight has triggered the bomb. With the Yeti gone, the Doctor is closely examining the web-covered crates. As the bombs are detonated, the boxes glow and flash from underneath the web. The Doctor is thrown from the platform. Jamie and Victoria wait in their makeshift prison (the common room at the fortress), Jamie berating himself up for risking the Doctor's life. Arnold reports to Knight about the Doctor. Arnold is dispatched to investigate as Weams reports that the blast recorder that Anne repaired isn't working: it hasn't recorded a blast. Weams suggests sabotage by the Doctor, and Knight goes to interrogate the youngsters further. As Knight, Anne, and Chorley question Jamie and Victoria, Jamie in turn tries to get someone to tell them where they are and what's going on. Weams interrupts to report contact is reestablished with Holborn, but it sounds like they're in trouble. Knight asks if it's a Yeti and leaves with Weams. Jamie overhears the word "Yeti" and looks askance at Victoria. Lane reports firing heard at Holborn. They overhear what sounds like a Yeti attack, and the line goes dead. Knight collects some soldiers and goes out to investigate; Chorley elects to stay behind. Arnold and Corporal Blake discover at Charing Cross the explosives' shattered crates covered in web. With no sign of the Doctor, they note the distinct lack of any blast damage. Back at the fortress, Travers is working on a control sphere when Anne tells him of the new arrivals who know so much about the Yeti — even the fact that they are robots, something that has been suppressed from the public. Travers rushes off. Jamie and Victoria suspect it must have been the Great Intelligence that attempted to capture them in space. Travers bursts in and questions them, but Victoria recognises the 40-years-older man whom they met in Tibet in 1935. Jamie and Travers soon follow suit. Jamie and Victoria explain the danger that the Doctor is in. Travers takes Jamie to find out any news about the Doctor, while Victoria is left to explain to Anne how all this is possible. They rush upstairs to find Arnold. Arnold tells Jamie and Travers what he knows and his suspicions about the Doctor. Travers stands up for the Doctor. Jamie goads Arnold into taking him out in search of the Doctor. Victoria has just about convinced Anne of the veracity of their story when Chorley enters and picks up his typewriter, in its case, to work on a story about the Doctor. Anne regards him with contempt, calling him a "sensation-monger" working for the "gutter press." Chorley presses Victoria for more information and tells her that Jamie has gone back into the tunnels. On the way back from Holborn, Knight and Private Thompson construct a barricade across the tunnel from explosives recovered from the dead ammo detail. Lane and Privates O'Brien and Cocksey perform a rear-guard action but are attacked by Yeti. As they gradually retreat towards the barricade, Cocksey tries to attack a Yeti but is beaten to death by it. O'Brien's rifle jams, and he is smothered in web, soon dead. Arnold and Jamie meet Thompson, Knight and Lane. The Yetis use their web guns to cover the explosives. Knight tries to shoot the barricade to blow up the tunnel; the blast is contained by the web, which pulsates and then allows the Yeti to pass through. They are trapped by Yeti from the other end of the tunnel and are held prisoner. As Jamie, Arnold, Knight, and company return through the tunnels, they hear someone approaching; oddly, the man is singing in Welsh. They ambush the soldier, who presents himself as Evans, the driver of the ammunition truck to Holborn. He reports seeing the web advancing and a Yeti carrying a glass-like pyramid at King's Cross tube station moving ahead of the web. Jamie excitedly tells the men that if they destroyed that, it would knock out the Intelligence, and he insists on going there and continuing the search for the Doctor. Evans volunteers to go with him as the rest of the men return to the fortress, but as Jamie thanks Evans, Evans assures him that he'll escape the first chance he gets. Consulting a map, they decide to move to Tower Hill. Travers is beating down arguments for evacuation of the base, predominantly led by Chorley, when Knight and his party arrive at the fortress and are brought up to date. Knight shuts down any talk of escape. All of the Circle line has been consumed by the web now, with the exception of Monument. As they arrive at Monument, Evans stops Jamie. They hear a dull noise echoing through the tunnel. They look up to see the web approaching. They double back only to find more of the web cutting of their escape. As they await their death, they hear a screeching noise and are forced to cover their ears. Out of the web advances a Yeti carrying a pyramid. Jamie gets Evans to shoot the pyramid, which makes the pyramid explode and the Yeti become immobile, but the web continues to advance. They make a dash for an archway and escape. Meanwhile, Victoria finds the Doctor in the tunnels, accompanied by a Colonel Lethbridge-Stewart. She tells the Colonel about the fortress at Goodge Street, and, at his prompting, tells the Doctor about the presence of Travers and his apparent suspicions about the Doctor. The Colonel escorts them to the fortress. With the Circle Line completely cut off and the fortress hemmed in, Knight is informed of the return of the Doctor and Victoria and the arrival of the Colonel. Knight goes down to talk to his new guests. In the common room, the Doctor calms Victoria and says that the Colonel hasn't harmed him in any way. When Knight enters, the Colonel presents his papers of authorisation and tells Knight that he is Colonel Pemberton's replacement. The Colonel was part of the attacked ammunition party at Holborn, and Knight mentions to him that driver Evans survived also, still not quite certain if his new C.O. is the real thing. Travers bursts in and, after a happy reunion, takes the Doctor and Victoria to the lab. The Colonel questions who is actually in charge of the base. Once away from army ears, the Doctor tries to confirm that suspicions are not focused on him, as Victoria had suggested. Travers rubbishes this, and Anne owns up to it being an idle thought of her own. They muse about the Great Intelligence and its reasons for trapping the TARDIS, while Victoria worries about Jamie. Meanwhile, Jamie and Evans arrive at St Paul's tube station. At the same time, Chorley is arguing with Arnold about trying to escape, saying his reports to the outside world are important. Arnold dismisses any thought of getting through the web but says there is a door that leads directly up to the surface. Chorley goes to investigate. In the lab, Travers tells the Doctor about reactivating a control sphere, which must have allowed the Great Intelligence to zone back in on the spheres and the Yeti. Knight collects them all for a briefing to be given in the common room. Victoria asks if there is any news on Jamie; Knight is sorry that there isn't. Evans plans to escape at the next station, Chancery Lane, hoping to find his lorry and get out of town. Jamie argues with him as they walk through the tunnels, but Evans separates from him. At the briefing, the Colonel discuss the arrival of a mysterious mist in London: anyone who goes inside the mist never comes out again. The mist completely interferes with radio and other communications. The Colonel also explains how the mist led to the fungus and then, two days later, the Yeti. The Doctor and Travers note the new appearance of the Yeti compared to their adventures in Tibet. Anne reports that she and her father believe they could jam transmissions from the Intelligence but need more equipment. Chorley bursts in, clearly agitated that he was not told about this briefing, and argues that an exit to the surface, mentioned by Arnold, could allow a helicopter to airlift them out. The Colonel dismisses him, and his attempts to pull rank as a member of the press are met with scorn. Chorley leaves to question Weams in the Ops Room about tall buildings in this area, including the Post Office Tower. Weams leads him to a map to show him the position of the Tower but sees the further development of the fungus and leaves to tell the Colonel about another advance of the Web. Jamie sees Evans approaching, hides, and surprises him. Evans pretends that he had a moment of conscience, but then admits the gates at Chancery Lane were locked. They make their way back to the fortress. The Colonel decides to give Chorley a liaison job, coordinating things (and tucked safely out of the way in the common room), while the rest get to some real work. The Doctor suggests buying some time by blowing up the tunnel at Goodge Street and sealing themselves in. He plans to set of the explosives on a baggage trolley as it rolls down the tracks, therefore avoiding any Yeti attempts to cocoon it. The Doctor and Travers set to work on a detonator. Meanwhile, someone in the fortress unlocks the main door, leaving the base open and vulnerable. In the lab, Victoria recognises the model Yeti that Anne shows her (as she saw in Tibet), but as the Doctor comes in, Anne realises that one of the models is missing. The Doctor is clearly concerned by this. Someone changes the base on the stolen model Yeti, then places it on the floor. It begins to beep. In response to the signal, a Yeti in a nearby tunnel comes to life and moves off. Travers has constructed the mechanism for the detonator. Victoria points out that Jamie will be trapped outside the fortress if their plan succeeds. The main door slowly opens and a Yeti walks in. The Yeti moves towards the model Yeti and breaks the lock to the explosives store. The Doctor is running through the plan with the Colonel when Arnold comes in and reports the opening of the main door. Another soldier reports finding a broken padlock and a model of a Yeti outside the explosives store. They rush off to investigate. Weams picks up the model Yeti. The Doctor and his army friends listen at the door and hear nothing. They open it to see a bright luminous web rendering their explosives futile. Anne and Travers console Victoria, who is still worried about Jamie. Travers speculates that Jamie may be far safer than any of them are. Arnold reports to the Colonel that the fortress is still Yeti-free. The Colonel decides to take a group of men to Holborn to see if any explosives are still usable; both the Doctor and the Colonel suspect this is a waste of time but know they must check. The Colonel will leave the Doctor four men. The Doctor announces that someone inside the base must be in league with the Yeti, citing the evidence of this latest precision attack. Victoria foolishly tells Chorley about how she's worried the explosion may cut them off from the TARDIS and Jamie. Chorley, not knowing about the tunnel which would trap him in here, finds the temptation of the TARDIS too much. As the Doctor arrives, Chorley leaves surreptitiously. The Doctor soon discovers her gaffe and also discovers they are locked in the common room. Chorley meets Jamie and Evans, safely arrived at the fortress, and they tell him the Colonel's party has gone to Holborn. Chorley leaves the base. Jamie and Evans hear the banging from the Common Room. Jamie releases the Doctor and Victoria, and he and the Doctor leave in pursuit of Chorley. As Travers and Anne work in the lab, they hear a scream. Travers goes to investigate and soon finds Weams dead in the Ops Room, a Yeti model lying beside him. As Travers picks it up, a Yeti roars from behind him. Travers tries to run but is attacked. Anne appears, and just as she sees her father on the ground, she too is struck down. The Yeti drag away the Professor. The Doctor, Jamie, Victoria, and Evans are en route to Convent Garden, trying to intercept Chorley, who the Doctor suspects will attempt to use the TARDIS to escape from the Underground. The Colonel and Arnold meet up with Knight, who reports running into the web a mere 100 yards from Holborn. Arnold notes that it was as if the Intelligence knew what they were up to. Knight suggests attempting another route, via Piccadilly, and the Colonel leads the party there. The Doctor and his party run into more of the web before reaching Covent Garden, but he cannot be sure if Chorley made it to the TARDIS before the web arrived. He collects a sample of the web in Evans' tobacco tin (casually discarding the tobacco inside, much to Evans' irritation). The web pulsates and releases a shrill noise, but the Doctor manages to get a sample. Arnold and Blake are investigating a tunnel, and just after Blake's return to the main party, the Doctor and party find Arnold. Arnold then reports back to the Colonel as the rest return to the fortress to experiment on the web. The Doctor and company discover the main door hanging off its hinges and soon discover web-covered furniture, equipment — and bodies. They discover Anne in the lab and rouse her from unconsciousness. She is soon hysterical as she tells of her father's fate, and Jamie and Victoria help her to the common room. The Doctor speculates on why Travers wasn't killed — he believes they must have some use for him. Upon their return the Doctor tells the Colonel and Knight about what has happened. Evans is drafted by Arnold to help with the bodies, and on his exit he greets the Colonel, whose memory is refreshed about the lorry driver to Holborn. The Doctor and the Colonel are summoned by Blake to the Ops Room, where more stations are being overtaken by the web as it advances towards Goodge Street. The Colonel muses about the Doctor's suggestion of a traitor in their midst. Knight and the Colonel suspect Travers having some sort of involvement, whilst the Doctor suspects Chorley. The Doctor tries to explain what exactly the Great Intelligence is, that he and his friends are time-travellers, and that their police-box-shaped craft is at Covent Garden. Knight responds with derision, but the Colonel accepts the Doctor's story. He asks the Doctor if the TARDIS could help them escape. The Doctor said it could but he needs to finish the work that Travers started. Jamie enters to take the Doctor to Anne, who is asking for him. Despite Knight's strong doubts, the Colonel decides to try to rescue the Doctor's craft. Knight wonders if this is a trap set up by the Doctor. The Doctor explains that the only way to find Travers is to find the central control source. The Doctor wonders why the Yetis chose to attack now, and Anne tells the Doctor that Travers was about to connect a controlling unit to the sphere. The Doctor demands that Anne shows him the sphere. Anne shows the Doctor a contraption she has made that controls the sphere but won't override the Intelligence's commands. The Doctor says they can fix that. Evans enters, giving the Doctor the model Yeti found by Weams' body, as per Arnold's instructions. The Doctor is horrified to be given it, and Evans denies any wrongdoing, as Anne realises all the other models are gone. Evans indignantly hands over his tobacco tin filled with web, for fear of being accused of wrong doing again. The Colonel's plan gets underway: he and his party will attempt to reach Covent Garden station on the ground, while Arnold, Lane, and Evans will attempt to meet them underground via a baggage trolley, using it to carry the TARDIS back to the fortress; Knight is ordered to remain on duty at the fortress. Meanwhile, the Doctor attempts to observe the web in the tin, but the tin is empty; the Doctor's suspicion of Evans grows. Arnold is also suspicious of Evans and warns him not to try and escape from his party. The Doctor informs Knight of Evans' potential involvement. The Doctor wants Knight to accompany them to the surface to obtain vital equipment needed to upgrade the controlling unit that is to be attached to the control sphere. He is initially unsure, but a bit of gentle persuasion from Anne sees him yield. Arnold's party come up against a web barrier near Covent Garden, and Lane puts himself forward, when Evans refuses to volunteer, to attempt to get through the web on the trolley with Arnold. The two men don respirator masks. Evans pays out a rope attached to the wagon as they go deeper into the web, but the two men scream as they enter, the web pulsating with light. Evans fearfully pulls at the rope, and the trolley emerges, with Lane's web-covered body sprawled out on it. Arnold is gone. On street-level, the Colonel and his men arrive at Covent Garden but find Yeti waiting for them. After ducking into a builder's yard, the Yeti find another way in, and the men open fire to no effect. However, their hand grenades prove very effective, felling a great number of the robots. The Yeti also smash down the main gate and force the men across the yard, killing some soldiers as they advance. Three men trapped behind a trader's cart are pinned down and killed by web guns. The bazooka is also employed to good use and another soldier is killed before the remaining troops retreat into a warehouse. Knight stands outside a nearby electrical shop, M. Thompson & Son Electricians, listening to the distant gun fire while the Doctor collects supplies. Knight goes in to hurry the Doctor when two Yeti appear in the doorway, felling Knight. The Doctor finds a model Yeti in Knight's pocket. One back in the base, the Doctor shows the model to Jamie, who puzzles over who must have planted it. Evans, again, protests his innocence. The Doctor speculates where the other models might be. In the warehouse, Corporal Blake and the colonel have run out of ammo. They climb above some boxes. Blake is grabbed by a Yeti and is killed. The Colonel, the only survivor, runs back to the fortress. The Doctor dismantles the model Yeti as he and Anne start work with their new equipment. Victoria and Jamie are discussing who the traitor might be (Jamie suspects Chorley), when the Colonel staggers in and tells them of the fate of his men. Evans reports the fact that his party were all wiped out too. Suddenly the Doctor shushes the room when he registers a faint bleeping sound. He realises the Colonel has the last model Yeti planted on him by the traitor. Suddenly, two Yeti burst into the room, accompanied by Professor Travers. The Great Intelligence speaks through the possessed Travers, saying the trap laid for the Doctor was so that it could possess him and his unsurpassed mind. It has created a machine that will drain all past knowledge from the Doctor's mind, leaving his body unharmed and his mind wiped clean, but he must submit willingly. If the Doctor gives himself over to the Great Intelligence, all deaths will stop — both in the tunnels and in London. To ensure his submission, Travers takes Victoria hostage and leaves, giving the Doctor twenty minutes to decide. A Yeti remains outside the lab door, so Jamie cannot go after Victoria despite his anger, but the Doctor persuades everyone that the Intelligence cannot harm her or Travers if it is to obtain the Doctor's cooperation. Evans asks the Colonel why they don't just give the Doctor over to the Intelligence so they can all go home. Travers and the Yeti take Victoria through the tunnels, Victoria subtly dropping her necklace on the track. As the Doctor, the Colonel, Jamie and Anne discuss their options, Jamie and Evans come to loggerheads about the Welshman's insistence they hand the Doctor over. The Doctor sides with Evans and says he will hand himself over if he can't think of a plan. Evans discovers that a Yeti is no longer guarding them. The Colonel takes Evans and Jamie to search the base, while Anne and the Doctor work again on the control sphere and box. Jamie wants to go up top to overtake the Yeti and ambush them. The Colonel is sceptical but complies when Jamie intends on going himself. Evans is to stay and guard the Doctor and Anne. The Doctor has made a breakthrough regarding the control box and turns his attention to the sphere. The Colonel and Jamie open the door to the surface and find the web pulsating beyond. The Colonel holds it off while Jamie opens a fire exit. The Colonel rushes away, allowing the web to creep in. Meanwhile, the Doctor reactivates a control sphere just as Jamie returns to them, telling them of their situation. The Colonel and Jamie are dubious about the merits of the Doctor and Anne's work but are persuaded to leave them alone as they return to work on the control box. Evans confronts the two men, claiming they must be working for the Intelligence: it did say it had another pair of hands working for it. Jamie dismisses his accusation, claiming it must have been Chorley. The Colonel and Jamie try their luck in the tunnel, ignoring Evans' show of ill discipline At Piccadilly Circus station, the Intelligence speaks through the air, orders Travers to release Victoria, and then releases him from possession. It promises the pair that it will reveal itself to them soon. As Travers recovers his wits, they try to escape from the Yeti on the platform, only to run into another. The Doctor and Anne successfully use the box to control the sphere, but only at short range; they set to work on reprogramming the sphere itself. The next objective is to set it to work verbally. Anne reminds him he only has twelve minutes left. The Colonel and Jamie make their way through the tunnel. Jamie is now hostile to the Colonel, suspecting him to be affiliated with the Great Intelligence. Jamie discovers Victoria's necklace on the tracks in the tunnel and continues after her. At Piccadilly, now guarded by two Yeti, Staff Sgt Arnold appears and, avoiding sight of the Yeti, tells Travers and Victoria he will try to get back to base. Evans is startled by the appearance of a control sphere at his feet, but the Doctor stops him before he tries to shoot it. It is now under the Doctor's control. The Doctor and Anne leave for the tunnels, heading towards Warren Street to try to find a Yeti in which to put their control sphere and control. Evans refuses to join them. The Colonel and Jamie meet up with a shaken Arnold. He cannot remember anything after entering the web. Despite Jamie's protests, he and the Colonel take him back to the base. At a signal, the Yeti shepherd Travers and Victoria and move them along the platform. In the Ops Room, Evans is hiding behind the electronically illuminated map board of the underground system, having heard something approaching. The Colonel, Jamie, and Arnold enter. Evans is shocked and speechless at seeing Arnold again. When Evans explains where the Doctor and Anne have gone, the Colonel and Jamie go out after them. The Doctor and Anne encounter a wall of fungus, and as they examine it, they discover a Yeti is behind. The Doctor hastily gets out the control box and — at dangerously close range — the Yeti freezes. They quickly replace its control sphere with theirs, and soon the Yeti is obeying the Doctor's commands. Evans has dressed Arnold's head-wound, but as Evans returns the medical gear to the lab, he yells out in fear to Arnold; the wall of the laboratory is bulging, and it soon gives way as the mist, the precursor to the web, spills into the room. Arnold and Evans abandon the base as it is engulfed by the web. Arnold wants to warn the others, but Evans deserts him, fearful of the web. Arnold angrily shouts after him. The Doctor and Anne, in the tunnel with their controlled Yeti, decide not to tell anyone else about their success. The Doctor orders the Yeti to wait for them to leave, then resume acting for the Intelligence until he says otherwise. The Yeti obeys, and they leave. Jamie and the Colonel meet up with the Doctor and Anne, who are surprised to hear that Travers and Victoria are at Piccadilly, and that Arnold (who is still alive) told them so. The Doctor and Anne deny that their technology worked and that they must return to HQ as the Doctor's twenty minutes are almost up. The Doctor's Yeti reactivates after ninety seconds and is soon joined by two more Yeti who move off together into the tunnels. Arnold is soon found by the party, and he tells the Colonel that the H.Q. has been swamped by web. No sooner are they all together than they are surrounded by the three Yetis. In another tunnel, Evans successfully hides from a Yeti, but two more find and capture him, despite his best attempts at trying to talk his way out of it. The Doctor and his colleagues are being led through the tunnels by two Yeti. Arnold asks the Colonel to create a distraction. The Colonel pretends to hurt his ankle and Arnold escapes from the Yeti. Travers and Victoria are led into the Booking Hall at Piccadilly Station, where they discover a large glass pyramid; inside the pyramid is a smaller upside down pyramid which forms a seat. Travers explains that this is the machine the Intelligence has created to drain the Doctor's mind. Victoria spots a figure lurking in the shadows, but it runs off before they can see who it is. As they discuss the Doctor's future, the Intelligence speaks to them through a speaker on the wall, insisting on their cooperation and non-interference. Travers wrings his hands at having brought this onto the world thanks to his curiosity. As the main party is guarded on the Piccadilly platform, the Doctor explains to Jamie about the controlled Yeti. He gives Jamie a microphone to use to call the controlled Yeti to him — hopefully it will be the right one. A frightened Harold Chorley finds Arnold and tells him his stories of the surface, the Yeti, fear, and the strange machine at Piccadilly station, including the Yeti and their two prisoners, for it was he that Victoria saw lurking in the shadows. A suspicious Arnold wonders how he could possibly have survived all this time and tells Chorley to come with him. Anne suggests the Doctor use his control box in order to escape, but the Doctor tells Anne there's no point in trying to escape now as he must meet the Intelligence face to face. The Colonel says that the Yetis have not noticed Jamie's disappearance and asks the Doctor if he's going to give himself up, for the good of everyone, including his friends. Before he answers, Evans is brought in. The Colonel tries to reprimand Evans for abandonment, but Evans says he was trying to save Travers and Victoria. Two Yeti start to move the Doctor away towards the Booking Hall, and he insists that his friends don't struggle or resist. As they leave, Jamie pops his head out from a large metal bin. In a passageway a Yeti approaches the Doctor carrying some kind of headset, and as it begins to lower it onto his head, he switches on his control box and the two Yeti become motionless. He takes the headset from the Yeti, makes some rapid adjustments to the circuits, and replaces it in the Yeti's grasp. They place the device on the Doctor's head. Anne is reunited with her father and the inner sanctum of the Great Intelligence. A worried Victoria asks about the Doctor and Jamie. Back on the platform, Jamie is speaking into the microphone, attempting to bring the controlled Yeti to him. A Yeti appears, but though Jamie is unable to make it follow further commands, it does not harm him, but moves off back into the tunnels. As Jamie turns to leave, a Yeti is behind him. Most of the group are now gathered in the Booking Hall, as the Doctor is ushered in, wearing the headset. As the Doctor again warns his friends away from interference, the Intelligence is heard thanking him for his cooperation. The Colonel yells out at the Intelligence to show itself, but it says that will happen soon enough. Chorley emerges, and the entire assembly gasps, thinking him to be the Great Intelligence. He desperately protests his innocence, exclaiming the identity of the real "traitor," Staff Sergeant Arnold. The possessed Arnold appears now wearing a metallic headset, stating that it, the Great Intelligence, has manifested itself in his lifeless body. The Great Intelligence informs the Doctor's friends that it has no intention of letting them leave unscathed. Jamie is brought in by a Yeti, and all the survivors are present. Arnold orders Jamie to stand by the Doctor when, suddenly, a Yeti grabs Jamie by the throat. The Doctor protests and refuses further cooperation until Jamie is released, and Arnold orders the Yeti to release him with the threat that if the Doctor doesn't comply Jamie will be killed. The Doctor is instructed to submit to the Intelligence, and he does so willingly and sits in the pyramid. The Great Intelligence connects a lead inside the pyramid to the Doctor's headset. As the Great Intelligence announces the beginning of the transfer, Jamie yells out for the controlled Yeti to attack. First it attacks its comrades — in the ensuing confusion the other Yeti attack each other and the Colonel, who is knocked to the floor. The controlled Yeti then proceeds to throttle Arnold at the order of Jamie. As the transfer continues, the Doctor vociferously resists Jamie's attempts to rescue him. Anne and Prof. Travers assist Jamie as he pulls the Doctor, who is yelling and pleading to leave him in the pyramid, and soon the Doctor is free. Jamie pulls the wiring out of the pyramid, which explodes. The Yeti are disabled, and Arnold is killed. As the smoke clears and congratulations are exchanged, the Doctor is furious and despondent at Jamie and the others. He had altered the circuits so that instead of the Intelligence draining his mind, he would have drained the Intelligence. Instead of them putting an end to its evil, it has simply been cut off from contact in space. They find Arnold's blackened husk of a body. Despite this, the Colonel and Anne are calling the Doctor a hero, and Chorley wants to make him a household name on his television program. That's all he needs to hear: he gathers Jamie and Victoria and, after hasty goodbyes, heads to Covent Garden and the TARDIS. The Doctor and his friends are lost in the tunnel — Jamie says there is no real rush but the Doctor says they need to be safe before the trains restart. Above an expanse of open sea not far from the coast, the TARDIS materialises in mid air, slowly descending over the waves, before setting down gently on the surface of the water. Moments later, the Doctor and his young companions Jamie and Victoria scramble out onto a rubber dinghy and row towards the shore. Once there, the Doctor helps Victoria out of the dinghy onto the shingle beach. The Doctor says they must be in England — Jamie agrees, citing the weather as proof, and suspects that the TARDIS must be broken as it keeps returning them to Earth. The Doctor sees something in the distance and starts to walk off. Something further along the beach has caught the Doctor's attention. Jamie and Victoria follow him. Jamie notices a preponderance of foam lying around on the beach. He points this out to the Doctor. The Doctor scoops up a handful of foam. Playfully he shoves the foam into his companion's face. Soon enough all three are engaged in a high speed battle with foam flying in all directions as they run up and down the sand. Catching sight of something ahead, Jamie stops and points down the beach. He thinks it is the source of the foam and decides to investigate. Shaking off the foam, the three travellers make their way along the shore. At last they reach a long steel pipe that curves up out of the sand and into the face of the cliff. It bears the legend Euro Sea Gas. The Doctor peers closely at a large black metal box that is fixed securely to the pipe. Tracing his fingers around the edges, he tries to find a way to open the box — to no avail. The Doctor produces a wand-like device he calls a sonic screwdriver and, seemingly of their own accord, the screws securing the lid of the box rotate cleanly out of their threads. The Doctor investigates the inside of the box but is interrupted by a low rumbling. The Doctor replaces the lid, then, rummaging in his pocket, he pulls out a stethoscope and listens intently to the pipe. His brow furrows at the sound of a distant, faint, pumping heartbeat. Jamie and Victoria crowd closer to the Doctor. Victoria feels uneasy and feels they are being watched. The Doctor relents and moves on. Unbeknownst to the Doctor and his colleagues, they are being watched. A small monitor screen displays an image relayed from the telescopic sight of a high powered remote controlled camera positioned high on the cliff. The image moves and the cross hair target settles on the Doctor. A shot catches the Doctor in the shoulder, and he crumples to the sand. Victoria and Jamie rush to the Doctor's side. The weapon re-sights and then fires twice in quick succession. Some time later Victoria opens her eyes. She finds herself lying on the floor of a brightly lit room with two armed guards standing over her. When she tries to sit up she finds her limbs heavy and unresponsive. A low groan at her side tells her she's not alone. She wakes the Doctor and Jamie. The Doctor tries to get a response from the guards but to no avail. A scientist by the name of Robson enters and demands answers. The Doctor points out it is hard to answer questions when drugged. Robson administers the antidote. Robson suspects that the Doctor and his colleagues are saboteurs trying to interfere with the pipe network. Another scientist, by the name of Harris, tries to reason with him, but he orders Harris to lock them up. Harris explains that Robson has been under considerable stress recently as they have lost contact with one of their rigs — there has been no answer from the crew despite the video link functioning fine. Apologetically Harris says he now has to lock them up. Harris leads the way. Encouraged by two armed guards, the travellers follow him. Behind them on a control panel a warning light starts to glow. Elsewhere in the complex Harris' wife Maggie finds her route barred when she tries to leave the refinery compound. A guard demands to see her pass; when she can't show it, the guard tells her she should go back to the living quarters. The Doctor and his companions are escorted to a tiny bunk room whilst the Doctor is still trying to persuade Harris to let them go. Harris wants to know what the Doctor was doing interfering with the pipe. The Doctor explains about the noise he heard. Harris states that it can't be marine life as they have eradicated the possibility of that. The Doctor suggests they shut off the gas and inspect the pipe. Harris says Robson would never agree to that. He is also intrigued by how much the Doctor seems to know about their operation. In the control hall, technician Price calls Robson to the communication station. Price has regained contact with Rig B. On an awful line the leader of Rig B states, monotonously, that "everything is under control" and not to worry. He states the emergency crew sent by Robson needs to stay here as they have two men out of action. The communication breaks. Robson orders it to be sorted and turns away in disgust as Harris enters. Harris tells Robson the Doctor's theory and says they should turn off the gas and check. The conversation is interrupted by an engineer telling Robson that the pressure is dropping. Harris states this has been happening on and off for the last three weeks and states that this is proof of the Doctor's theory. As they argue, a briefcase lies open on the desk to one side. A white gloved hand removes some papers from the case. Robson, whilst still being confrontational, says he will look at Harris' findings but only to prove him wrong. Harris goes to get the file only to discover it is gone. Harris goes home to see if he's left it there. In the bunk room, Jamie is standing on the Doctor's shoulders. He passes down a grille he has removed from an opening above the door. Jamie is going to try to pick the lock, but suddenly he slips. Victoria continues to work on the lock as Jamie sticks his head out into the corridor. He overhears a conversation between Harris and Maggie. Harris asks Maggie to get the report from their study and bring it to the control room. Bemused, Maggie watches her husband leave and then heads back to their living quarters. Unaware that Jamie has narrowly avoided being spotted, Victoria assumes the worst and thinks he's stuck. The Doctor gives Jamie a huge shove and he tumbles head first into the corridor outside. Momentarily stunned, Jamie staggers to his feet; behind him the door swings open as Victoria has picked the lock after all. Maggie Harris returns to her apartment in the married quarters. Going through to the study, she searches for her husband's missing file. Eventually she finds it, although not in the drawer her husband had indicated. Picking it up, she's puzzled to see that something is tucked inside. Maggie flips open the file and then drops it with a start as she is suddenly stunned. It contains seaweed, which has stung her. Shocked, Maggie retrieves the file and the clump of seaweed from the floor. Crossing the room, she slides open the garden door and tosses the seaweed out onto the patio. Unseen the seaweed begins to bubble and writhe. Van Lutyens, a member of the Dutch government, comes to Robson with his concerns regarding Rig B. Van Lutyens berates Robson for not informing the other rigs as it is affecting morale. Robson puts Van Lutyens in his place and strides away. From a walkway overlooking the control hall, the Doctor and his companions observe Van Lutyens storm off. Gesturing Jamie to keep quiet, the Doctor listens as Price answers an incoming call. It is Chief Baxter from the Control Rig. He informs Robson he thinks something has got into the pipes and is producing a regular, pulsating thumping noise "like a heartbeat". Hearing this, the Doctor and Jamie intend to go and investigate, sending Victoria back to the bunk room. Victoria reluctantly makes her way back to the bunk room but, as soon as the Doctor and Jamie are out of sight, she sets off in the opposite direction to do some exploring of her own. In her apartment, Maggie is beginning to suffer ill effects from the seaweed sting. Feeling faint, she moves to the video phone and asks to contact her husband. In the control hall Robson is advising the engineering checks when Harris asks Robson for permission to see his wife. Robson is reluctant but eventually relents. Not far away, in a store room containing oxygen cylinders, someone wearing white gloves and a gas mask is tampering with the valves, allowing the contents to leak away. The saboteur stops in alarm when he hears someone outside. Victoria is making her way cautiously along the corridor when she hears someone approaching. Panicking, she tries the nearest door and ducks inside. Inside the store room, the oxygen-rich atmosphere is stifling. Victoria moves further into the room, shutting off the open valve. A small sound behind her causes her to spin round in alarm. Someone is in the room with her. A tall thin gas-masked figure dashes past her and makes his escape. The door closes, and Victoria hears the sound of a key turning in the lock. Dashing to the door, she tries the handle. Resigned to her fate, Victoria sets to work on the lock. Out in the corridor, the saboteur activates the emergency ventilator control and then slips away. An electronic hum rises in the oxygen store, and Victoria is alarmed to see a metal grille in the wall swing open. Meanwhile, the Doctor and Jamie creep past the control hall and into the room next door. The room is dominated by a large cylindrical machine, near to which an air lock leads to a loft platform above a shaft disappearing deep below the complex. Jamie eyes the machine with suspicion. The Doctor explains this is the main workings for the impeller, which pumps gas from out at sea. The Doctor leads Jamie through a door into the next room, a vast space housing a complex arrangement of pipes and pressure gauges. There is a raised observation platform at one end of the room. There is a small transparent section of the pipe for checking condensation and anything else that might get inside. Victoria has had no luck with her hair pin and remains locked in the oxygen store. She begins to knock on the door, looking for help. Victoria suddenly becomes aware of a strange bubbling, popping noise coming from the far side of the room. As she turns, a mass of foam surges from the ventilator grille. Terrified, she backs away as she catches sight of something moving in the foam. Back in the pipeline room, the Doctor has his stethoscope pressed to the main gas pipe. He can hear the same noise again. As they investigate, they hear the cry of Victoria through the pipe. The Doctor and Jamie dash out into the corridor. Victoria's screams can be heard all over the refinery compound, echoing around pipelines and along metal corridors, making it difficult to pinpoint her location. Increasingly frantic, Victoria presses back against the door as the seething foam continues to pour through the grille. Tendrils of seaweed begin to slide through the vents, writhing and twisting and coming closer. Slowly the tendrils reach out to grab Victoria. The Doctor and Jamie find the oxygen store. They unlock the door and rush in. The foam is still pouring in from the ventilator shaft. They release Victoria. As she tells her horrifying tale, the Chief Engineer discovers the cylinders empty. Robson accuses the girl, but others point out the door was locked from the outside. The refinery crew note the presence of some kind of toxic gas in the room. Harris has found Maggie at home, dazed. She can only barely remember being stung by the seaweed. Harris helps Maggie to lie down but suddenly, she sits up and looks in terror towards the window. They are unaware that the foam is bubbling and multiplying outside on the patio. Harris leaves to get help, even if it's from this mysterious Doctor. Suddenly, Maggie gets up and heads for the door that leads to the patio. She takes hold of the door handle, trying to decide whether or not to open it. With a swift movement, she swings open the door to see the foam bubbling away. She screams and swings the door shut. Robson is told that the pump is slowing down, and the Doctor informs him of the movement he heard in the pipes. Van Lutyens says that this is the exact same sound heard on the rigs. Robson is convinced the movement heard is simply a mechanical fault. He absolutely refuses to stop the gas flow, even as the pressure continues to drop. Meanwhile Jamie and Victoria are being told how the gas system works. They learn that the gas harvested here provides the energy for the whole of the South of England and Wales. There are seven minor rigs that feed the gas to a central rig that pumps the gas to the refinery. Their conversation is interrupted by Harris looking for the Doctor. Harris begs the Doctor to come and help his wife, but Robson curtly refuses to let him go. He eventually relents, seeing the look on Harris's face, and allows him an hour before he needs to return back. Maggie, having recovered slightly, answers the doorbell to find Mr Oak and Mr Quill at the door. They are maintenance men who request access to her kitchen for an inspection. She tries to get rid of them but, when told it is on orders from Robson, reluctantly lets them in. Van Lutyens and the Chief Engineer decide there must be something wrong with the impeller itself; pressure is either dangerously high or far too low. Van Lutyens fears an imminent explosion in one of the pipes. Van Lutyens implores Robson to turn the gas off, but Robson refuses, saying he will simply burn off the pressure. At the Harrises' living quarters, Maggie's hands are over her face, shielding out the light. She goes to the dressing table and looks at her reflection in the mirror. In the kitchen, Oak and Quill continue their mock inspection of the gas oven. Oak notices that a seaweed-like growth is forming on the back of his hands. He smiles and covers his hands with a pair of white gloves, similar to those worn by Quill. They hear the thumping pulse and make their way to the patio. Quill opens the patio door and sees the foaming mass. Foam starts pouring into the study. Oak and Quill make their way to Maggie. Much to her terror, they loom over her and open their mouths, releasing a hissing noise. Maggie's screams of terror become coughs and gasps for air as she falls to the ground. Robson impresses the crew by engineering the release of gas pressure, but the feed out to receiving stations is still dropping and the impeller still slowing down. Price reports that contact with Rig C has been lost. Harris brings the Doctor and friends to his home, but they discover Maggie unconscious, the house full of gas. Jamie picks up a chair and breaks a window. Van Lutyens again tries to reason with Robson, but Robson is full of contempt for him, Harris, and all the others trying to tell him his job. As they argue, the impeller grinds to a halt. The entire refinery is flooded with the heartbeat sound that has been masked by the sound of the machinery. The Doctor states that Maggie is in a coma brought about by inhaling the toxic gas. He goes on to say that it is non-natural gas, unlike what the refinery deals in, and that it is the same gas that Victoria experienced in the oxygen chamber. Harris tells the Doctor about the seaweed. Victoria finds a sample of the seaweed in the room. The Doctor speculates that the seaweed must have been planted to sting Harris. Victoria notices that the seaweed is moving. Van Lutyens tries to raise dissent amongst the staff by trying to sway the Chief Engineer's opinion of Robson, but the Chief Engineer remains steadfast. Van Lutyens believes he knows where the blockage is likely to be and spreads out plans of the pipeline on a desk to prove the exact spot. He manages to convince the Chief Engineer to ask Robson. This is met by opposition again, and Robson tries to kick Van Lutyens out of the refinery. Van Lutyens is insistent, hearing the heartbeat and sensing a creature's presence, "in the darkness, waiting." In the Harris' quarters, the Doctor and his colleagues inspect the seaweed. The Doctor fishes in his pocket and pulls out a small polythene bag. He hands the bag to Jamie. The Doctor scoops up the seaweed on the end of a pencil. He carefully carries it toward the bag and drops it inside. Harris asks after Maggie. The Doctor suggests that he should seek medical help. Harris leaves to do so. Jamie realises that they are no longer under supervision, which prompts the Doctor and his colleagues to slip away to the TARDIS to carry out some experiments on the seaweed. Robson seems somewhat shaken by the heartbeat. Van Lutyens tries to force his point again, but Robson still insists he will not stop the gas. Back at the TARDIS, the Doctor places the seaweed specimen in a glass tank to test natural gasses on the weed. Through a test run by Victoria, the Doctor has discovered that the weed is giving off a toxic gas. As Jamie idly looks through a microscope, he asks the Doctor what the "wriggly things" he can see are. The Doctor is delighted and presses a button, and the slide is shown on the monitor. Victoria explains to Jamie that this means that the seaweed is "just as alive as you and me." Van Lutyens tries to reason with Harris, but he is focused on his wife. Harris asks Price to contact the main rig for medical help. Robson asks Harris where the Doctor and his colleagues are and is furious when he discovers that he has let them go. Harris explains about his wife. Van Lutyens is curious but Robson suspects that all of this is because of the Doctor. The Chief Engineer says he is ready to start the impeller. He does so and it works for thirty seconds. He speculates it must be jammed at the base. Robson loses his mind and storms out. Van Lutyens tells Harris that Robson is cracking up and that Harris should take control of the base. Harris is unsure but asks the Chief Engineer. The three of them decide they will all go and reason with Robson together. The Doctor has consulted a book of legends and superstitions and finds a page with a creature on it that Victoria identifies as the one she saw in the oxygen chamber. As they talk they begin to smell gas. As Jamie sneezes, the Doctor sees that a tendril from the creature is over-hanging the tank. Victoria screams at seeing the tendril and, as she does so, the creature returns into the tank. The Doctor realises that this weed must be inside the pipeline and corrupting the gas. He rushes off to the repository. Robson refuses to yield from his point of view and loses his temper before storming out. Van Lutyens says this further proves his point before going to ring his superiors. Robson returns to his quarters, takes off his tie and lies in his bunk. Outside in the corridor, a man approaches, holding a key. He closes in on Robson's door lock with the key in his hand. Robson hears and orders whoever it is to leave him alone. Oak listens at the door. He turns the key and locks the door. He moves to the emergency vent control and activates it. Gas starts flooding into Robson's quarters. As Harris arrives, Robson frantically tears the door open and runs off. Harris looks inside the room and sees a creature moving in the vent. Victoria uses her hairpin to open the door to the Harris' living quarters. Jamie immediately notices the smell of gas and goes to check the kitchen. The Doctor and Victoria open a door and find the bedroom covered in foam. Tendrils reach out through the foam. The Doctor closes the door, assuming that Maggie must have been taken to the medical quarters. Jamie is in the kitchen on top of a table surrounded by a sea of foam. He cries for help. The Doctor and Victoria rush up a spiral staircase to a skylight above Jamie. The foam continues to flood through the Harris' quarters, continually drawing in on Jamie. The Doctor forces open the skylight and reaches down to Jamie. The Doctor and Victoria pull Jamie through the skylight to safety. Harris has fetched Van Lutyens, only to find the creature gone. Van Lutyens is initially dubious but is soon convinced. They exit Robson's quarters. Van Lutyens warns that there are vents like Robson's all over the repository so they had best not be opened. He also urges Harris to take control now that Robson's AWOL. Harris puts out a message for Robson to be found and says he will take leadership until he is found. Harris then contacts his superiors in London. Making their way back to the repository, Victoria moans that she had no idea that life would be so fraught with danger travelling with the Doctor. Harris informs Van Lutyens that members of the board are coming down to inspect the repository. They discuss the creature, stating they wish they knew what it was. The Doctor interrupts and says he knows what it is. He explains his findings regarding the seaweed, the fact it releases toxic gas and the fact it is parasitic. Oak and Quill, who have been present for all of this, silently slip away. Harris, worried about the parasitic qualities of the creature, asks Price to phone medical quarters for an update on his wife before informing the Doctor about Robson's disappearance. Harris is informed that the medics have yet to collect Maggie. The Doctor is horrified and tells Harris about the state of his home. Harris rushes off. Van Lutyens is left to discuss the Doctor's theories. Outside on the beach Robson and Maggie meet. Maggie explains there is little time and that Robson knows what to do. Robson watches as Maggie walks out into the sea until she is longer visible under the waves. Price is unable to raise communications with a third rig at sea. The Doctor implores Van Lutyens to do something but he has no authority and needs to wait for Harris to return. Overseen by the Chief Engineer, the technicians are nearly falling asleep from exhaustion and boredom. Everyone in the room is suddenly alert as the pulsating starts up again. As Jamie and Victoria rest, Jamie is confident the Doctor will see them through this, enjoying their travels in the TARDIS. Victoria is less confident. She feels unsafe. She ponders all the facts they've learned and frightens herself. The Doctor arrives and tells her the latest news. Victoria is frustrated that they must wait, possibly to be attacked again by the weed. She longs to be someplace pleasant and peaceful. Harris discovers Robson on the beach. He questions him about Maggie, and Robson says he will find her, very soon, then walks away. Van Lutyens is planning to investigate the base of the impeller shaft to see what really is going on down there; neither the engineer nor the Doctor can dissuade him. Van Lutyens is steadfast and is soon lowered down. He cautiously investigates, opening a hatch and peering into the chamber below. He realises the entire chamber is a mass of foam and weed. The weed creature attacks and pulls him down into the chamber. As he descends into the foam, he lets out a blood curdling scream. Hearing the scream, the Chief Engineer raises the lift to find no Van Lutyens. The Doctor and, more reluctantly, Jamie go down after him. Harris, exhausted and scared for his wife, is told that there has been no sightings of Maggie and is also informed that Megan Jones, chief executive of the board, has arrived at the refinery. He seeks out Van Lutyens and is shocked to hear of his, the Doctor and Jamie's mission into the pipeline. He orders them to be returned but Oak and Quill, who are in charge of the lift, say it is too late. Jamie and the Doctor find Van Lutyens' torch. Jamie picks up the torch, but it does not work. Jamie has the spooks and wants to leave. Megan Jones and her assistant, Perkins, arrive. Yet again, Victoria is concerned for the welfare of the Doctor and Jamie. Price informs Harris of the arrival of Jones. He and the Chief Engineer go to meet her and inform her of the situation. Harris leaves Oak and Quill in charge in the Impeller Room, with Victoria worriedly waiting and listening. Jones is dismissive of the idea of a seaweed creature, but Harris says he's seen them. She tries to pass it off as stress due to concern regarding his wife, but the news about the lack of communication with the rigs worries her more. She allows the use of the company helicopter to inspect the rigs. Jones wants to see Robson, but Harris says she can't. He struggles to explain the changes that Harris has gone through. Down in the pipeline the Doctor and Jamie encounter the foam. Jones is still sceptical and wants everything checked, but all her demands have already been done by the Chief Engineer. The foam quickly rises as the weed creature moves to attack the Doctor and Jamie, and they discover the lift has been sent back to the top. Fortunately, there is a maintenance ladder. Ignoring the emergency light, Oak and Quill exit the impeller room. The Doctor and Jamie climb the ladder in the emergency shaft and find themselves in an airlock. They open the door and exit. Worried as to her safety, they head off to find Victoria. The helicopter pilot reports foam and weed on all three of the rigs, with no sign of life. Harris asks Jones to allow the rigs to be bombed out of the sea. Perkins thinks this is ridiculous, but Jones is more receptive. Robson bursts in, followed by the Doctor. Robson angrily rejects this idea, treating it like a personal attack. He states that "we won't allow this to happen". When questioned by Jones as to who "we" are he seems confused. He staggers and holds his head before dashing from the room. Again, Jones puts this down to stress, but the Doctor disagrees. Everyone is surprised to see the return of the Doctor. Harris asks after Van Lutyens. The Doctor shakes his head. He explains about the weed and the foam he found in the pipeline. He informs Jones of his theory that Robson is controlled by a force that emanates from the weed. Jones says that that is ridiculous, but Harris says that everything the Doctor has said thus far is true. Meanwhile Jamie is scouring the repository looking for Victoria. The Doctor tells Jones that he believes the weed is a living organism capable of telepathic control. He believes it is parasitic and claims the humans as part of its colony. Suddenly, there is a communication from Control Rig: Baxter is in a panic, saying the creatures are all around them. His cries subside only as the communication is cut off. Jamie locates Victoria prostrate on the steps of the Pipeline Room. For a brief moment he thinks she's dead and says how he will never forgive himself if she's dead. Unnoticed by Jamie, Victoria's eyes flick half-open. She is unsure how she got there but suspects Oak and Quill. Jamie vows his revenge. Victoria, again, complains about how she never feels safe anymore. As they are talking, they hear the heartbeat rising and can see the weed creature through the transparent panel in the pipe. The Doctor believes the weed aims to cut off the gas supply to Britain and take control. His plan is to find the nerve centre. Jamie rushes in, shouting about the appearance of the weed. They bring the Doctor, Jones, and everyone to see it. The Doctor calls it the first part of the invasion. Price reports that all of the rigs are now out of contact. The Doctor hopes to find the nerve centre of the weed, as it is their best chance to destroy the creature. The Doctor fears the weed has taken over the crew and the rigs. He rejects Harris's idea to blow up the rigs; this would simply spread the weed. The Doctor hypothesises that the weed must have been unearthed through the drilling process and that its first victims must have been the engineers. Since then it has been trying to obtain significant figures to infiltrate the base. Megan Jones realises the weed has under their control the one man who knows the entire structure of the rigs and refinery, Robson, and orders that he be found. The Doctor also realises that pure oxygen must be toxic to the weed, stating that that is why the man who interfered with Victoria in the oxygen store was wearing a gas mask. Oak nods to Quill, and they move off. Oak and Quill move along the corridor to the oxygen store. They stop to put on gas masks and enter the oxygen store. Meanwhile, Robson is found in his quarters. Harris has him guarded. Jones wants to see him, hoping their old friendship will give her a chance to reach him. Harris and Perkins insist on accompanying her. Perkins implores Jones to send for the army, but she brushes this aside. They make their way to Robson's cabin, which has a guard posted outside. Jones insists she wants to go in alone, so Harris and Perkins wait outside. She tries several approaches, first warm and sympathetic, then brusque, and orders him, but finds him uncommunicative. In a daze, he cries out that he can no longer be helped and that he can't find it. At one point he cries out for help, which brings Harris and Perkins rushing in, but by then he's gone into a trance. Harris suggests they leave him. Jones reluctantly nods in agreement and moves towards the door. She takes a last look back at Robson, then follows Harris and Perkins to the door. Jones says their only chance now is to destroy the weed. They head off down the corridor leaving the guard outside. Victoria wishes they could return to the TARDIS, but Jamie tells her they can't leave. She is worried that the Doctor looks stumped. Harris, Megan and Perkins enter. The Doctor admits he is at a loss for a plan. The Doctor deduces that the weed's next move is to attack them at the refinery and that they have to attack first. Jones and Harris decide they must put the oxygen supply room under guard. Robson is lying asleep on his bunk when suddenly his eyes flick open. He looks up at the vent and nods as if receiving instructions. Harris gets up and heads for the door. He sneaks up to the guard and disables him with gas from his mouth; weeds are visibly growing from his arms. Back at the main base of the repository, they discover that all the oxygen has been removed from the store. Harris theorises that it must be an inside job. Oak and Quill leave discreetly, but Jamie and Victoria see them and decide to follow. Jamie calls out after them. Oak and Quill hurry away, but Jamie is close behind. Oak manages to get away as Jamie wrestles with Quill. Quill opens his mouth and hisses gas at Jamie. As Jamie lands a punch on Quill, Victoria screams. Quill sinks to the floor. The Doctor arrives to see what the scuffle was about, but he is soon sent back to the main base by a worried technician. The weed is breaking through the pipeline. Perkins wonders if the Doctor has some hand in all of this. The Doctor and his colleagues enter and discover the weed expanding just as it did in the TARDIS. Robson sneaks up behind the others. Victoria is grabbed and dragged away silently. News of Robson's breakout reaches the base as the Perspex casing of the transparent pipeline completely gives way under the pressure of the weed. Everyone panics, and the Doctor attempts to lead everyone away. Jamie realises Victoria is gone. Frantic to find Victoria, the Doctor and Jamie try the exits. Finding the impeller room doors locked, they head for the corridor, but those are locked too. The Doctor manages to wedge a door open as it closes in just enough time for him and Jamie to sneak through. Robson carries Victoria through the central control and outside to a waiting vehicle. He puts Victoria into the passenger seat and hastily drives off. Alarms sound. Harris orders the pipeline closed off and Robson located. Robson drives along a road that leads to a cliff-top. He stops the car a short distance away from a waiting helicopter. He lifts Victoria out of the car and carries her into the helicopter which soon takes off. This is overseen by Harris back at base. Jamie and the Doctor are still looking for Victoria, but Harris locates them and tells them of the latest developments. The Doctor contacts Robson in the helicopter and tells him to come back. Robson gives the Doctor an ultimatum, "If you want her to live come over to us", before severing communication. The Doctor wants to follow in another helicopter despite the risks in hope it will lead to the nerve centre. Later, the Doctor and Jamie arrive at the helicopter and climb into it. As soon as the Doctor and Jamie are secure, the pilot takes off in pursuit of Robson. Meanwhile, Robson sees the control rig and veers the helicopter towards it. Harris is told the Doctor is airborne and heading to the central rig. Harris says that if he hasn't heard from the Doctor in an hour, he is evacuating the compound. Jones tries to argue, but Harris is firm. As the Doctor and Jamie approach the rigs, they see that one rig is covered in foam. The Doctor assumes this must be the nerve centre. As the helicopter closes in, the Doctor throws out a rope ladder. The Doctor descends the rope ladder into the foam below. The foam has no effect on him. Jamie follows. The Doctor and Jamie wave goodbye to the pilot, then disappear into a hatch. They emerge from the hatch into the top of a flight of stairs. They set about exploring. They descend the stairs, looking round cautiously. They hear the cry of Victoria. Jamie sets off but the Doctor stops him, suspecting it to be a trap. They slowly make their way along the corridor, carefully peering round each corner. They approach a door and slowly swing it open to reveal a foam filled room. Robson starts to walk towards them. "Come in Doctor," he says. "We've been expecting you." The Doctor and Jamie cautiously investigate the deserted rig. Victoria calls out, but the Doctor advises it may be a trap. Moving with care, they open a door to discover Robson, waist deep in foam, fronds of weed encircling his neck and arms. He has been waiting for them. Robson tells the Doctor that he will help "our new masters" with the conquest of Earth. Jamie leaves to find Victoria. The Doctor tries to rouse the human side of Robson. Robson opens his mouth and emits a gas at the Doctor. The Doctor, Jamie and Victoria run, pursued by Robson. Victoria screams when she sees Robson. He covers his ears and begins to recoil. Robson retreats into the foam. The Doctor, Jamie and Victoria climb the stairs and emerge through the hatch onto the platform. The helicopter is hovering overhead. They frantically wave at the helicopter, but they cannot be seen due to the foam. The Doctor sees Robson's helicopter and decides to hijack it. They disappear into the foam. The Doctor takes off and, despite his boasts that it is a primitive machine compared to the TARDIS, dramatically loses control and ends up having to navigate wildly through the rig system. The repository helps to guide the Doctor in. Harris, Megan Jones, and Perkins await word from the Doctor. Harris thinks they must evacuate, but Jones says the Doctor still has ten minutes. Perkins is ordered to get on to the defence minister and get tanks of oxygen sent at once. Harris and Jones argue as the Doctor returns and tells them he stopped off at the Medicare Centre and found out that Quill has almost completely recovered, the weed has withered and died off his body, and that noise was the answer. The Doctor has finally realised it was Victoria's scream that has always repelled the weed. The Doctor begs of Harris half an hour to kill the weed at the Control Rig, its nerve centre, by sending massive waves of noise through the pipelines from the refinery. Using equipment in the refinery's Control Hall, Price records Victoria's screams as she sees the weed breaking in through the impeller shaft. Harris is initially sceptical but soon concurs. The Doctor inspects the electrical circuits at the control centre and attempts to boost the transmission through the use of Price's equipment. Unbeknownst to the rest of them, the door to the impeller shaft gives way and foam and weed flood through. In the main room, Victoria is unable to scream so as to record it on Price's equipment. As the room implores her, she looks towards the impeller room doors and sees the advancing foam. She screams. Foam builds up behind the air-lock doors. The air-lock doors give way and foam washes through. Harris begins the evacuation. The Doctor begs for a few more minutes — he has just amplified the sound wave to make them sonic. This will deal with the foam and weed on the rigs; the ones at the repository will be dealt with by speakers. Harris and the Chief Engineer turn to see foam advancing along the corridor. Harris closes the doors. The creature is trying to break through into the control room. Eventually it breaks through. The engineers point their speakers at the creature but Price has frozen with fear. The Doctor is forced to risk it and darts to the control centre to switch on the sound wave. The sound rings out through the base, and the creature is vanquished. Harris sends out helicopters to check the rigs while Jones thanks the Doctor. Victoria, however, is disconsolate. Harris reports all rigs are safe. Robson and Maggie suddenly appear on the monitor from the Control Rig, alive and well; everyone taken over by the weed creature has been released — including Van Lutyens. Harris sends out helicopters to collect them. Having dinner at the Harrises', Robson, the Doctor, Jamie, and Victoria enjoy their hospitality. Robson leaves, and the Doctor and Jamie prepare to leave too. Victoria remains seated, tears welling up in her eyes. The Doctor realises, however, that Victoria doesn't want to go back to the TARDIS. The Doctor asks the Harrises if they would mind Victoria staying with them for a time, to which they quickly agree. Jamie is resistant to this idea, but the Doctor insists that they respect Victoria's decision. Price begins the process of closing up for the night, the impeller is functioning again and Robson is snapping at the technicians. All is well at the repository. Victoria sits on the darkened patio. Jamie comes out to try to persuade her, but she insists she wants to remain in this time. She is not cut out for life with the Doctor, but can't go back to her own time. In the morning, the Doctor and Jamie return to the TARDIS without Victoria. Jamie still doesn't want to leave Victoria behind. Asked where he'd like to go, Jamie tells the Doctor, despondently, that he couldn't care less. Victoria watches one last time as the TARDIS rises above the water and dematerialises out of her life. The TARDIS is landing, but the scanners show nothing. The Doctor's readings show that air and temperature is OK but they are surrounded by metal. The scanner begins to work. Jamie is delighted to see a lake, which soon turns into a scene with birds then into a waterfall and then a beach. Jamie is confused, but the Doctor explains that this is the TARDIS' defence mechanism and that there is danger. Before they can take off again, there is a power overload which triggers a mercury vapour in the console room. The Doctor and Jamie have to leave. The Doctor opens a panel near the TARDIS door and removes a rod. The TARDIS begins to shake and tremble. They leave. The Doctor explains he has disengaged the Time Vector Generator — the TARDIS is no longer bigger on the inside. They begin to search their surroundings. They appear to be on a stationary rocket. The Doctor feels in his pocket and offers Jamie a sherbet lemon. He ruminates over what the danger could be. He notices on the floor a trail of oil. Jamie absent-mindedly presses a button. A door opens. The Doctor and Jamie see a trail leading to another door at the end of the corridor. They carefully make their way down the corridors, observing the compact equipment to their sides. The Doctor listens at the door at the corridors end. It all seems safe — but what is the danger? Where is the crew? What has produced this track? The Doctor presses buttons on a console as Jamie wanders off. They wander back down the corridor checking hatchway doors to the side. They enter the living quarters and close the door. Jamie finds some water — not satiated by the sherbet lemon. A servo robot in the control room begins to move. It opens and then closes the main door. The Doctor looks out a window and sees that the ship is drifting in space. They cannot leave until they find some mercury for the TARDIS. They look but to no avail. They plan to check the control room, but Jamie moans about being hungry. They move back down the corridor. In the living quarters, the Doctor presses some buttons on a machine which produces a large uniform square. Jamie turns his nose up. They move towards a small table and some chairs. Jamie is delighted to find his square tastes just like what he craved the most — roast beef. They talk about Victoria — Jamie hopes she's safe, and the Doctor reassures him she picked a good time to settle in. Jamie decides to sleep. He moves towards the crew's bed, removes his jacket and lays on the bottom one. The robot opens the door and moves down the corridor. The Doctor observes that there is no dangers in the space that they are in. The robot observes the TARDIS, wheels around back into the corridor and closes and seals the door closed. The Doctor listens at the door and then presses a button to open it. He moves up the corridor and notices an extra track on the floor. He presses the closed circuit screen but just gets static. He turns away perplexed. The robot, back in the control room, operates the console. The rocket moves with a jolt, throwing the Doctor to the wall. Jamie starts and runs into the corridor. The Doctor has hit his head and needs to get back to the TARDIS. They move to the door and attempt to open it but discover it sealed. Jamie helps the Doctor back into the crew quarters and onto a bunk bed. The Doctor implores him to lock the door before passing out. The robot summons a container with bright orbs in it. They float off down the corridor. Jamie observes a "great big silver thing" in space. Unseen by Jamie, the Doctor has left his bunk and is struggling down the corridor. He wants to get to the TARDIS. He uses the time vector generator to try to unseal the door. The Doctor places the time vector generator in his pocket and tries the buttons on the door. Sensing movement behind him, he turns slowly to see the robot. Jamie notices the Doctor is missing, grabs a blanket and runs into the corridor. He throws a blanket over the robot. They hurry back to the crew quarters and close the door. The robot frees himself. The Doctor gives Jamie the time vector generator and tells him it can be used as a gun. The robot is outside burning through the door. Jamie uses the time vector generator and blows the robot up. The Doctor has passed out. At a nearby Earth space station, the unusual behaviour of the rocket is being observed. The rocket is a supply ship that went missing nine months ago and is 80 or 90 million miles off course. They try to contact the ship but to no avail. Jarvis, the leader of the station, states that the ship is a danger to them. The orbs released by the robot are floating in space. The space station pick up the signals from the orbs. Unbeknownst to them the orbs are being absorbed by the ships. Jarvis has made his mind up. He is to use the X-ray laser on the ship and blow it up. An unknowing Doctor awakes. Space Control try to communicate with the rocket one last time. The laser is logged on. Communications Officer Leo Ryan crosses the room to talk to astronomer Tanya Lernov. Leo is all for destroying the rocket, but Tanya is unsure. On the rocket, Jamie sees a light panel and prises it away from the wall. He pulls the light out, removes the wires and the lights go out. In the gloom, he sees the bright tip of the time vortex generator and takes it. Dr Gemma Corwyn, second-in-command of the space station, pleads to Jarvis to not destroy the ship. Jarvis stands firm. Gemma says that if the ship is on autopilot then it shouldn't have strayed so far from its course. Jarvis is staunch. Jamie points the time vortex generator at the Wheel Space Station and turns it on. The crew in the Wheel quickly snatch off their headsets and throw them to the desk. Leo helps a crewman who has collapsed over their desk into a bench. Gemma and Jarvis are still arguing when Tanya bursts in and informs them of the crew. Jarvis orders the sound to be traced. Casually and Vallance, members of crew, help the fallen Rudkin to his feet and escort him out of the room to the medical bay. Jarvis orders the rocket knocked out when Tanya informs him that the signal is coming from the rocket. Jarvis sends some crew over to investigate. Jamie looks with concern at the still prone Doctor, then looks to the porthole. He sees two men in space-suits approaching. They tap on the porthole, and Jamie points towards an airlock. As they move off, Jamie rushes from the living quarters. As soon as the men have docked in the rocket, Jamie rushes in and informs them of the injured Doctor. Later Leo and Tanya are talking. The Doctor and Jamie have been brought over to the Wheel. Leo is informed that there is a magnetic effect being registered on the hull of the Wheel. Tanya puts this together with the slight air pressure anomalies and begins to suspect they are linked to the rocket. Unbeknownst to the crew, the Wheel is absorbing more and more orbs. Gemma checks Jamie. Jamie is fine, but the Doctor has concussion and a suspected fracture. Gemma takes down details from Jamie. Jamie gives his own name but doesn't know how to identify the Doctor. Jamie notices a name on some medical equipment and states that the Doctor is called John Smith. Gemma notices the same equipment and looks at Jamie with suspicion. Gemma asks Jamie how they ended up where they are. Jamie stalls for time. Gemma fetches some water. Jamie states that he became ill and was quarantined to his cabin. When he got better, only the Doctor was still alive and he hasn't told him what happened. Gemma seems content. Jamie rises to leave. Gemma organises a tour of the Wheel and suggests Jamie should hunt out Zoe in the library. As Jamie leaves, Gemma goes to her desk and presses a switch on an intercom. She contacts Zoe and orders her to observe Jamie closely. Zoe vanishes from the screen but soon reappears. She pressed the wrong button. Jamie approaches the library. As he enters, Zoe is recording some astronomical data verbally into the library. Zoe turns off the recorder. She begins to laugh at the way Jamie is dressed before placing his kilt in a historical context. She begins to show Jamie around the base and is soon accompanied by Leo. He points out some flowers from Venus that belong to a man called Bill Duggan as well as the motor that controls the X-ray laser. Zoe questions Jamie about the Doctor, but he evades the question. Jarvis is eager for information regarding the Doctor too. He is worried about the morale of his crew and the break from routine. Gemma reports that she thinks Jamie has been lying; his blood doesn't seem to report that he has been ill or in space for very long. She also found the fact he turned down water as suspicious as this is something he would have lacked on the rocket. Gemma ponders over what the Doctor and Jamie could actually be. She wonders if they might be saboteurs. Jarvis seizes on this piece of information. In his mind they must be saboteurs and they probably murdered the original crew. Jarvis rises and rushes out. Zoe shows Jamie into the Operations and Communications room. He asks her what the Wheel is. She explains it is a multi-purpose construction but functions as a relay station for Earth, a halfway house for deep space ships, a space research station and a stellar early warning station. They stumble into a conversation whereby they discover that Jarvis' orders to destroy the ship are going to go ahead. While the crew are busy, Jamie manages to slip away. Jamie looks round the power room and notices Bill Duggan's space flora. Seemingly dissatisfied with the flora he again looks round the room. In the Operations and Communication room, Jarvis has noticed the disappearance of Jamie. He questions Zoe and finds out they were last in the power room. Jarvis leaves the room after having a hushed conversation with Duggan. Duggan leaves the room shortly after. Nobody is really sure as to what is going on, but Tanya sniffs a sense of intrigue and is still suspicious of the rocket. Back in the rocket more orbs have formed. An alarm sounds, and the orbs start to flow. A figure forms inside them. A hand breaks through the protection of the orb. The hand is that of a Cyberman. The Wheel is preparing to destroy the rocket. Jamie, looking around the Power House, finds a receptacle marked "quick-set plastic". He opens up the mechanism to the X-ray laser and sprays the plastic in. As he does so, Jarvis and Bill discover him. Jarvis calls for all security to come to the Power House. As Leo goes to see what is going on, he warns Tanya that Zoe has predicted that a star in a nearby system is going to explode and that she should watch out for it. The Cybermen in the rocket have now fully hatched. They communicate to some higher being that Phase 1 and 2 (their hatching and undetection) is complete and that they are to begin Phase 3. As more security rush to the Power House, Zoe warns Gemma that the implosion of the star could trigger a meteor shower. After inspecting the X-ray laser, Bill tells Jarvis that it will be out of action for at least a week. Jamie says he is not a saboteur. Gemma enters and says that Zoe's prediction of a meteor shower will be dangerous without X-ray protection. All of them go to the Operations Room apart from Bill who begins the process of salvaging the machinery. As he does he comes across a Cybermat. He does not know what it is and squirrels it away. In the Operations Room, Jamie refuses to be labelled as a saboteur. When asked why he did it he states that the Doctor told him to do it. Later, when brought to him, the Doctor berates Jamie for getting him in trouble. The Doctor barely remembers anything that happened on the rocket. The Cybermen tell their controller that Phase 3 is to begin. In the Operations Room, Leo has done some sums and confirms Zoe's hypothesis. He gets cross at her as she is being purely logical and not thinking of the long term issues. Bill and his team of engineers strip the X-ray machine. Once left alone, he sees the Cybermat again and is horrified to see that it has corroded the ship's store of bernalium — the fuel for the X-ray laser. As he is freaking out about this, the Cybermat disappears. Gemma checks out the Doctor and finds him physically fine. She asks the Doctor why he ordered Jamie to protect the rocket. Zoe interrupts. She asks the Doctor how he piloted the ship. She has figured out that there is no way that the rocket could have drifted so far in such a short period of time and therefore must have been piloted. She has also realised that such a lengthily journey would have meant that the ship would have needed refuelling. She has inferred that the Doctor was in charge of all this. The Doctor argues against her logic but cannot give a better answer. The Cybermen contact their controller and say that Phase 4 can now begin. They operate the ship's controls. On the Wheel the Cybermats begin to glow. Bill has informed Gemma of the situation with the Cybermats and the bernalium. Gemma wants to see the creatures. Another crew member, Kemel Rudkin, stumbles over a number of Cybermats. He tries to hit one of them with a metal bar, but he is shocked by it. He is soon surrounded. Before he is killed, he manages to spray one with the quick-set plastic. A scream rings out across the Wheel. Jamie wants to go to see what it is, but the guard will not let him out. Gemma and Bill discover the crew member dead. They see the solidified blob of quick-set plastic. Zoe has had the quick-set plastic brought to the Doctor for investigation. The Doctor suspects that the depletion of bernalium and the death of the crew member are related. Jamie talks about the saboteurs that Jarvis is so concerned about. The Doctor decides to use the X-ray machine to see inside the quick-set plastic. Jarvis has been informed of the situation and is furious with Bill, saying he will send him back to Earth. Leo is to take over Bill's duties whilst Tanya replaces Leo. Once Jarvis has left, Bill pleads to Tanya and Leo that his version of events is true. Jarvis is furious about the whole situation. Gemma runs through all the anomalies of the last few days and suggests they are all related, blaming the rocket. The Doctor and Jamie identify the Cybermat. The Doctor infers that that must mean that Cybermen are on the rocket. Bennett orders two men, Vallance and Laleham, to look the rocket over. Laleham and Vallance make their way to the rocket, board and open the air lock. They are beset by Cybermen, who fire a beam from their heads which controls them. They are ordered to take the Cybermen aboard the Wheel. The Doctor is trying to explain to Jarvis the danger that the Wheel is under. Jarvis disbelieves the Doctor's story. The Cybermen order Laleham and Vallance to take them to the Wheel and aid them once there. The Cybermen get into a crate with a false bottom, and Laleham and Vallance pile the crates of bernalium on top of them. Jarvis vows that if the Doctor's story is true, the Cybermen will never be able to get into the Wheel undetected. Gemma sides with the Doctor, but Jarvis argues and storms out. Gemma wants Bill to see the X-ray. Zoe leaves to fetch him. Gemma agrees with Jarvis that surely the Cybermen won't be able to infiltrate the Wheel unnoticed. The Doctor states they will find a way. Out in space, Laleham and Vallance bring the crate over. Laleham and Vallance tell Leo of the bernalium. Tanya checks with Jarvis, who is delighted. Leo waves them in. Bill confirms that the X-ray is the Cybermat he saw in the Power House. Zoe absents herself to do some more calculations regarding the meteors. The Doctor speculates that the Cybermats might have been sent over to weaken the Wheel's defences but suspects there is more to it than that. As Laleham and Vallance enter, Chang closes the door. Chang depressurises the hold. Laleham and Vallance wave at Chang and then remove their helmets. Zoe is calculating flight of the meteors. Jamie interrupts her recording. Zoe plays back the recording, which amazes Jamie. Zoe walks out into the corridor, closely followed by Jamie. Zoe asks Jamie why he destroyed the laser. He becomes evasive. Leo is attempting to fix the laser. Leo takes a screwdriver and twists it. Jarvis and Bill enter. Jarvis offers Bill to help. This allows the crewmen to leave. Chang enters, which allows Leo to leave too. Chang and Bill begin to work together. Gemma and the Doctor talk about Jarvis. The Doctor wonders about Jarvis' state of mind and how he seems to block out anything that doesn't adhere to his sense of logic. Gemma agrees. Jarvis checks on the state of the ship with Tanya. She begins to raise a problem, but Jarvis ignores her saying everything is fine. Later, the Doctor is trying to get up. Jamie enters and Gemma tries to get Jamie to convince him to go back to bed to no avail. The Doctor is beginning to panic about the Cybermen and wants to take action. Gemma states there is nothing that the Doctor can do as he is confined to his room. Jarvis enters and states that the Doctor is now free to walk the ship as everything is fine now and he can be trusted. Gemma raises some issues, but Jarvis says that that can't be true because everything is fine before leaving to go to sleep. Gemma is left confused. Chang tells Bill about the bernalium. Bill is excited and sends Chang to get it. Once in the hold, Chang is cornered by a Cyberman. Chang throws a crate of bernalium at him and is killed by a ray from the Cyberman's chest. Laleham and Vallance passively watch over this. The Cyberman dumps the body in the incinerator. Laleham and Vallance begin to take the bernalium to Bill. In the Operations Room, Tanya wonders why the incinerator has been activated. Leo tells her to log it as another anomaly. Laleham and Vallance bring the crates of bernalium to Bill. They say that Chang hurt his hand and has gone to the medical bay. Laleham and Vallance open a box of rods and take some to Bill. They insist the laser must be fixed. Bill moves to the capacitator bank and inserts a rod. He's pleased they work. Laleham and Vallance ask when the laser will be fixed. Bill says within six or seven hours. Bill spins round and is met by a beam from a Cyberman's head. The Cybermen are now going to fix the laser whilst Bill is to go to the Operations Room. Zoe comes to Gemma in distress. She has found a critical anomaly in the calculations regarding the meteors, but when she reported it to Jarvis he ordered her to forget it. This confirms Gemma's fears. Zoe complains about not having the capacity to feel emotion, but Gemma states that's just the way she was trained. Tanya shows the Doctor around the Operations Room. Whilst Tanya and Leo are distracted, Jamie reminds the Doctor that they still need mercury for the TARDIS. Zoe informs the Doctor about the meteors and Jarvis as well as the new haul of bernalium brought over from the rocket. The Doctor becomes convinced that Cybermen will have come over in this crate and reports it to Gemma. The Doctor explains that the Cybermen have the ability to control minds. Gemma states that all crew members on the Wheel take drugs to ward off mind control. The Doctor argues that the Cybermen's powers are far more potent than that. Gemma informs the Doctor that all crew are planted with a device called a Solanski Circuit which allows the, to judge if they are being controlled. As they check this, Bill quietly enters. Jamie queries this with Zoe, thinking he is still confined to his room. Bill moves to the radio complex and stands still. The Solanski Circuit shows mind control in the room. The Doctor pinpoints Bill. Before anyone can get to him, Bill commits suicide through electrocution. The Doctor takes charge, stating that there can now be no doubt that the Cybermen are here. He orders Gemma to put the whole of the Wheel on red alert and sets Leo off to create a crude plate and transceiver system that will block off the Cybermen's controls. The Doctor and Jamie set off to find the Cybermen. Zoe approaches Leo and Tanya, who are assembling components, and offers them help. They reject her. The Doctor and Jamie sneak into the air lock to investigate. While they are busying themselves, a Cyberman slowly makes his way down the stairs. The Doctor and Jamie hide behind a case and peer over it. The Cyberman picks up a crate and walks upstairs with it. They emerge from hiding. The Doctor points out that, if it was the Cybermen's intention to destroy the Wheel, they could have done it ten times over by now. They must have some other plan. The Doctor decides that the first thing they should do is protect the Wheel's air supply. The Doctor contacts the Operations Room and tells them to seal the airlock doors. Gemma agrees and sends Leo to do it. Leo moves away. Tanya asks Gemma if she trusts the Doctor — she has to admit she does despite not being sure why. As they are in contact, Jamie sees something move in the corner of the room. It is a pair of Cybermats. The Doctor orders Tanya to set up a specific audio frequency. The Cybermats are closing in on the Doctor and Jamie. Enrico produces the frequency. It forces the Doctor and Jamie to hold their ears but makes the Cybermats lose control. One spins round and round until it begins to smoke, whilst the other runs into a wall and explodes. Enrico stops the noise. The Doctor shows the defunct Cybermats as proof of danger. Meanwhile, in the Power House on the Wheel the Cybermen are setting up base. Tanya reports a power surge from the Power House. Leo decides to check this new anomaly. The Cybermen contact their controller and tell it about the destruction of the Cybermats. The controller orders the Wheel to be taken over. Tanya orders Enrico to monitor the meteors. Enrico is very fatalistic about their chances of survival. Gemma shows Jarvis the Cybermat — he refuses to acknowledge their existence. Gemma crosses the room to talk to the Doctor. There is nothing more she can do for Jarvis. The Doctor suggests his functions may return. Until then, the Doctor says, she should take control of the ship. She tells the Doctor that she has put a magnetic force field around the Operations Room, but other than that she doesn't know how to protect them from the machines. In another part of the Operations Room, Zoe confides to Jamie that she feels her sense of logic does not help her in situations like this. Jamie tries to cheer her up — but to no avail. Leo tries to contact the Power House. Unbeknownst to him within the room they are all dead. Flannigan, an Irish engineer, enters the Power House and speaks to Laleham and Vallance. When he goes to answer Leo's call, Vallance pulls out a laser pistol and aims it at Flannigan. Flannigan knocks the pistol from Vallance's hand, but Laleham grabs him from behind. A fight breaks out, and eventually Flannigan is subdued. Vallance grabs the pistol and aims it at Flannigan, who manages to spin Laleham in the way of the beam. A Cyberman enters and uses his head beam on Flannigan, rendering him under his command. The Cyberman wants to know how the force field is operated. He is told it can only be operated from inside the Operations Room. The Cyberman orders Laleham's body to be disposed of. The Cyberman turns and leaves as Flannigan and Vallance pick up Laleham's body. Back in the Operations Room, Zoe tries to nurse Jarvis, but he is rejecting it. Tanya tells her to leave him alone. The Doctor asks Gemma if everyone on board has the mind control blocking equipment yet. She says not everyone. They are distracted from shouting elsewhere. They rush to Leo and Enrico. The meteor shower is approaching and bigger than expected. It is less than a million miles away. The Power House contacts the Operations Room. It is Flannigan — he says that the laser is fixed. When asks why they haven't been answering their calls, Flannigan says there must be a fault in the line. They decide to test the laser. Leo begins to panic as the meteors are getting closer. They test the laser with a random shot. It works. The Doctor speculates that the Cybermen must have caused this meteor shower not to destroy the Wheel but to make them need to use their laser, forcing them to go to the rocket to get the bernalium that the Cybermats corroded and allowing the Cybermen a way onto the Wheel. When asked why, the Doctor states that the Cybermen are obsessed with conquering Earth and they must see the Wheel as integral for their new plot. The Doctor wants to know what Jamie did with the Time Vortex Generator. Jamie informs him he put it back in the Doctor's pocket on the rocket. He pats his pockets. It's not there. The Time Vortex Generator is integral to his plans and somebody has to go back and get it. Jamie is forced into going. The Cybermen tell the controller of the magnetic force field. The controller tells them to initiate plan 3. The Cyberman calls over Vallance. Gemma, Jamie and Zoe leave the Operations Room. Zoe moves off. Jamie protests at taking Zoe with him to the rocket, but Gemma insists. Back in the Operations Room, Leo shouts at the Doctor for jeopardising the lives of the crew. The Doctor tries to defend himself but gets a bit flustered. Leo takes control. Gemma, Zoe and Jamie find the body of Laleham. This slightly unnerves them, but Jamie and Zoe make their way into the air lock. Before he goes in, Jamie gives Gemma his laser pistol. Gemma contacts the Doctor in the Operations Room to say all is clear. Larger meteors are coming in now. Gemma hears a noise and hides behind a machine. A Cyberman and Vallance enter the room. The Cyberman orders Vallance to turn the oxygen into pure ozone, killing everyone on board. In the Operations Room, Enrico is panicking about the meteors. Gemma contacts the Doctor to tell him about the air. A Cyberman emerges behind Gemma and moves towards her. The Doctor cries out for her to run. She fires the laser pistol, but it has no effect so she backs towards the door. The Cyberman fires at her using his chest beam causing her to fall down dead. Outside Jamie and Zoe see the meteors heading their way. Leo sets about destroying the meteors. He keeps destroying despite the crew's warning he may be endangering Zoe and Jamie. Outside Zoe and Jamie are separated by space debris. All meteors are gone. Enrico cannot find any trace of Jamie and Zoe on the radar. Leo berates the Doctor for the danger he put Jamie and Zoe in. The Doctor states it was worth the risk to get back the Time Vector Generator. The Doctor warns Leo that he should switch to the emergency air supply as Gemma warned. Leo wants to check with Gemma, and the Doctor breaks the news that Gemma is dead. Leo checks on the cameras and sees her prostrate body. They are soon distracted by more meteors approaching. As they fend them off, Jarvis slips away. As soon as they have dealt with the meteors, they realise that Jarvis is gone. They search for him on the cameras. They soon find him, and he tells them he has gone out to find the Cybermen. As he is talking, a Cyberman approaches. The two approach each other. They grapple, and Jarvis is lifted above the Cyberman's head, thrown to the ground and killed using the Cyberman's chest beam. Tanya pleads for the communications to be severed so she does not have to see anymore. Zoe and Jamie have been reunited on the rocket. They set about looking for the Time Vector Generator. A Cyberman orders Vallance to begin poisoning the air. Vallance reports back that they have already switched to the emergency air supply. The Cyberman contacts his controller, who processes this data. He computes that someone on the ship must know of their ways. The controller orders the Cyberman to check everyone's identity on board. On the rocket, Zoe discovers the work station that the Cybermen set up. From there they can see the communication between the Cybermen and the controller. Vallance is given a blast from the Cyberman's head beam and asked to picture and identify everyone on board. He goes through everyone until he gets to the Doctor, whom he cannot name. Leo, Enrico, Tanya and the Doctor are discussing why the Cybermen are here when they see something else on the radar. The Doctor identifies it as a Cyberman ship. Leo encourages Enrico to contact Earth, but Enrico states that Bill damaged all communications when he killed himself. Leo asks if it can be fixed, but Enrico states that all spare parts are kept in the Power House. Leo states that they must go and get them despite the danger. The controller verifies the Doctor as their enemy and orders his destruction. He is to be lured out of the force field and destroyed. All of this has been overseen by Zoe and Jamie, who hurry back to the Wheel to warn the Doctor. Tanya, Leo and the Doctor examine the blueprints of the Wheel to figure out how to reach the Power House. Flannigan contacts the Operations Room to explain he has a number of Cybermen captive in a workshop. Leo tells him to keep them sealed up whilst they get the spare parts. The Doctor insists that he will go, and it is arranged that Flannigan is to meet the Doctor in corridor 6. Once communication has been broken off, the Doctor states that he is suspicious of Flannigan. He states that Flannigan will turn up in the Operations Room and that he will need to have a plate put on his head immediately. He rushes off. Flannigan meets a Cyberman and tells him of his plan to meet the Doctor. The Cyberman orders Flannigan to destroy the force field by entering the operations a Room and destroying from the inside. The Doctor has made his way to the Power House through the air tunnels. Once there he pockets some mercury for his TARDIS, checks outside and begins to examine some machinery. Jamie and Zoe return to find Gemma dead. They soon bump into Flannigan, who says he will accompany them to the Operations Room. The Cyberman and Vallance wait for the Doctor in corridor 6 but to no avail. Vallance wonders if the Doctor used the air tunnels. The Cyberman orders to be shown. Flannigan enters the Operations Room with Zoe and Jamie and is soon jumped on by Leo. He has a blocker plate installed and is soon groggy but back to his normal self. Jamie tells Leo of the Cybermen's trap for the Doctor, and Leo says he has already gone. The Doctor contacts them — he wants Jamie to come to the Power House and give him the Time Vector Generator. He signs off abruptly, stating that he has company. The Doctor slowly turns to see two Cybermen behind him. The Doctor questions why they got Bill to destroy the communications when it was that that they needed. The Doctor has deduced that the Cybermen fleet need a radio beam to focus in in to navigate to Earth. The Cybermen confide that Bill was only supposed to destroy incoming communication. The Doctor invites the Cybermen in and then switches a machine on that he has rigged up. The Cyberman that has been caught up in the machine is deactivated whilst the one behind him cannot use his chest beam on him as the machine creates a force field. The Cyberman leaves to get reinforcements. Flannigan and Jamie emerge through the tunnels. The Doctor takes the Time Vector Generator from Jamie and says that he plans to incorporate it to the X-ray laser to boost its power and destroy the Cybermen fleet. Flannigan arms himself with quick-set plastic, and he and Jamie go off to seek more Cybermen. In the Operations Room, Leo sees that the Cyberman fleet is drawing closer. The Doctor orders the laser to be pointed at the fleet and for Leo to wait for his orders. Jamie and Flannigan make their way to the loading bay. On meeting a Cyberman and Vallance, Flannigan pretends to still be under Cybermen control. Leo urges the Doctor to hurry. Outside in space, the fleet is a large spaceship but also swarms of Cybermen marching through space. Jamie and Flannigan seize their moment and put the protective plate on Vallance's head whilst Flannigan sprays the Cyberman with the quick-set plastic. The Cyberman is deactivated, but not before he can open the loading bay doors to reveal a stream of Cybermen ready to enter. Flannigan closes the doors but it is too late, the first Cyberman is holding the doors open. The Doctor confirms with Leo that he is ready. Leo flicks the switch, and the Cyberman ship is destroyed. In the loading bay, the surviving Cybermen are repelled by Flannigan turning on the neutron force field, which sucks them out to space. Later Leo has taken control of the ship, and he is contacting Earth to explain what has happened. Things have got even better for him as he is now with Tanya. On the rocket, Jamie is explaining to Zoe, who has escorted them, the very basics of the TARDIS. Zoe is upset that she is not being invited to join them. The Doctor is refilling the TARDIS with mercury when Jamie joins him. They are about to set off when the Doctor sees a chest close behind Jamie. He finds Zoe inside. Jamie is dead against Zoe joining, but the Doctor is more open-minded. He decides to test her. He puts an apparatus on his ends that reads his thoughts and projects them on the screen. He tests her by thinking of the most horrific foe he has faced — the Daleks. As Zoe watches, her face fills with horror. A Dominator spacecraft lands on an island on the planet Dulkis, having just separated from its fleet on their way to Epsilon 4. It absorbs the radiation of the island into its power reserves. The two Dominators, Navigator Rago and Probationer Toba, step out of the craft. Rago is intent on establishing an energy source by drilling through the planetary crust, which is at its thinnest in this part of the planet. Toba is more concerned about the possible aggression of the natives, appearing willing to eliminate them should they resist. Rago wants to use the natives for slave labour instead. Rago calls some Quarks off to survey the land. Meanwhile, a Dulcian seacraft arrives at the island for an unauthorised trip. It is piloted by Cully, the son of Director Senex, a high-ranking member of the Dulcian council. The passengers include three Dulcians who think Cully has conned them when they find out there is no radiation on the island, which they call the Island of Death since it has been uninhabited for 172 years. As the crew squabble, Cully takes his eyes off the controls and they crash. They are stuck on the island. The three Dulcians want to go out and explore; Cully tries to stop them, still worried about radiation. They disembark and soon see Toba, Rago, and "some new type of robots". They set off for help. Toba is ordering the Quarks and sees the three Dulcians approach. He commands the Quarks to kill them. Rago hears this and admonishes Toba. The TARDIS crew land and the Doctor assumes they're in for a nice holiday, having visited "peaceful" Dulkis before. While the Doctor relaxes in a deckchair, Jamie blows up a beach ball given to him by the Doctor. Cully, the only surviving member of the party, returns to his craft. As he approaches, Toba orders the Quarks to destroy it. The Doctor, Jamie, and Zoe follow the sound and find a burnt-out shell; however, it has been this way for many years. The Doctor doesn't understand. They begin to explore and discover it is a war museum with old laser guns. As they continue to explore, Zoe finds some bodies; however, on closer inspection, the "bodies" are just dummies. Zoe asks the Doctor if he checked the radiation levels before they left the TARDIS as the place reminds her of atomic blast sites from Earth. Jamie is unnerved by this and says they should return to the TARDIS. They turn to be met by three suited figures. In a large building, Educator Balan and his two students, Kando and Teel, try to decontaminate the Doctor, Jamie, and Zoe. To their surprise, they find the radiation is already at zero. The Doctor and his colleagues are allowed out of the decontamination chamber. Balan explains that he is from the university and that Kando and Teel are his students. When the Doctor expresses his confusion at the state of Dulkis, Balan seems surprised. The Doctor candidly explains that they are travellers through space, which Balan accepts. Kando tells them that the only nuclear blast on the island was an experiment conducted 172 years ago, after which all weapons were banned on Dulkis and the island was kept as an observation area for researchers and students as well as a warning for future generations of the danger of atomic energy. However, why there is no radiation is a mystery to them all. Toba and Rago argue about Toba's bloodthirsty ways. Toba informs Rago that the Quarks have marked out their site for the drilling. They go to examine it. Cully has found the TARDIS, which happens to be right next to the area the Quarks have set out for the drilling. As Toba and Rago approach, Cully hides behind the TARDIS. He overhears that Rago wants to destroy the TARDIS before he slips away. Rago tells Toba to stop being so eager to destroy. Teel is out examining the museum when he encounters Cully, whom he knows from the mainland. Cully demands to be taken to the survey team. As Teel and Cully leave, Rago and Toba examine the museum. Rago sees the weapons and assumes that the Dulcians must have much more sophisticated weapons now. He is eager to go on a war footing. Balan suspects that the TARDIS might have absorbed the radiation, something the Doctor pooh poohs. Teel returns with Cully. Cully explains what's going on outside with Rago, Toba, and the robots. Balan starts to think that Cully is playing a joke and that the Doctor and his colleagues are in on it, too. It is revealed that Cully is the son of the Director, Senex, and is also a bit of a hell-raiser. Balan refuses to believe Cully. The Doctor enquires about the people's ship. He says he's seen a round one and a square one (the TARDIS) that the men were examining and going to destroy. The Doctor and Jamie rush out. Rago and Toba are ready to begin the drilling process. Balan refuses to believe Cully and wants to report to Senex before he does anything; however, the robots outside are blocking communications. Cully speaks to Zoe. He is infuriated by the slow-witted attitude of the Dulcian people, including his father. The Doctor and Jamie have made it to the TARDIS and are relieved to see that it is fine. The Doctor finds the marks on the ground that signal the site is to be used for drilling. He sees tracks in the dust, which he and Jamie follow. They discover the ship and set out exploring it. Jamie soon shouts for the Doctor's attention. Up on top of a peak stand two robots with rectangular bodies and circular heads — the Quarks. As Rago joins the Quarks, they ask him, "Shall we destroy?" The Quarks manhandle the Doctor and Jamie into their ship. Jamie tries to stand up for himself, but both he and the Doctor are magnetised to a wall using molecular force binding. The Dominators tell them that they intend to probe their physiological makeup. The wall to which Jamie is attached becomes a table, and he is examined. He is judged to have a brittle skeletal structure, reasonable flexibility, and a certain amount of muscle force. The Dominators say that he is vulnerable as he has only one heart and that he has a simple brain, albeit one that shows signs of recent rapid learning. They decide not to examine the Doctor as he will be the same as Jamie. Rago wants to destroy them, but Toba wants to keep them for slave labour, allowing the Quarks to recharge. They squabble about this. Toba orders a test of their reactions, starting with the Doctor. Balan tries to contact Senex, but the line is still bad. Senex says he will examine the strangers in the capital. Kando reassures Zoe that everything will be alright; Zoe and Cully set off for the capital in a travel capsule . The Doctor overhears Rago and Toba talking about an intelligence test and isn't sure whether the desired result is intelligence or stupidity. Eight minutes after they set off, Zoe and Cully arrive at the capital. They interrupt the meeting of the Dulcian counsel being chaired by Bovem. Cully wants to share his news from the island and introduces Zoe as someone from another planet. He is met with scorn by the counsellors. Bovan insults Cully and is overheard by Senex as he enters the room. Senex clears the room to talk to Cully and Zoe privately. Senex assumes that Zoe must have been part of one of Cully's illegal tours. Cully expresses surprise that Senex was aware of the tours. Senex states it would have been embarrassing for himself if he were to have ordered his own son's arrest. Zoe sticks up for Cully and tells Senex about the TARDIS. Senex still thinks it all to be a joke. Cully tells Senex about all the things he's seen on the island, including the Dominators and the Quarks. Senex asks Zoe if she too has seen these things. Zoe confesses she hasn't. Toba sets up a very simple puzzle-solving task for the Doctor. The Doctor's hands are placed in a box which gives him an electric shock every ten seconds until he solves the puzzle. The Doctor plays dumb despite the pain. When he is released, the Doctor advises Jamie that they should play dumb in order to appear non-threatening to the Dominators. Jamie and the Doctor are both subjected to a second test where they are asked to sit in a seat whilst the immediate flooring around them is electrified. They, again, take the pain to come off as stupid. Toba assumes that all Dulcians must be this slow-witted. Rago enters and says he will take over the testing as he believes that people like this couldn't have built the weaponry they saw in the museum. He also sends a message out that the "material is readily accessible". Kando wonders where the Doctor and Jamie are, whilst Teel shows Balan that the radiation has dropped to zero. Balan assumes that this means that radiation is only present in the atmosphere for 172 years after exposure. Rago has taken the Doctor and Jamie to the old museum and shows them the gun. He asks the Doctor to identify and fire it. He plays dumb. Jamie does the same. Rago fires the gun inches from the Doctor's head and orders him to tell them how these weapons came about. The Doctor states that the "Clever Ones" invented the guns. He adds that they don't like the Clever Ones as they boss them about. This explanation satisfies the Dominators. Toba wants to destroy them, but Rago sets them free on the proviso they keep out of the way. Left on their own, the Doctor and Jamie wonder what the Dominators could be and slip back to the research centre. Cully and Zoe decide they should go back to the island to gather more evidence. Cully is worried about Zoe's clothes being too conspicuous, so they go to the clothing dispenser unit in his father's quarters in order to get her some Dulcian clothing. The Doctor and Jamie, having returned to the research centre, are bundled into a pod and are off to the capital. They have told the team about the Dominators and the Quarks, though. Balan does not believe them, but Kando and Teel are unsure. They share their doubts with Balan. He takes them out to look, certain that nothing is there. Zoe, now in Dulcian garb, heads off to the capsule with Cully. The Quarks see Balan, Kando, and Teel approaching. They warn the Dominators. Toba wants to destroy the Dulcians but Rago decides they should investigate. Outside, the research team marvel at the craft. Balan still doubts Cully's version of events. Kando wants to investigate, and Balan agrees. As they explore the ship, the Quarks round on them. Balan is paralysed with a blast from the Quarks' guns. They use their molecular force binder to examine Teel in the same way as they did Jamie earlier. They discover a greater brain power than that of Jamie and two hearts. The Dominators still don't see the Dulcians as a threat, but the variances bear up with the Doctor's statement that there are two different species on the planet. The Dominators head out to search for more Dulcians, hoping to build a slave labour force. Cully and Zoe begin the descent to the island. The Quarks have infiltrated the research centre and are recording their data. Cully and Zoe alight from the capsule to find the research centre abandoned. Outside, Toba and his Quarks discover the research centre. Toba orders its destruction. As the bombardment begins to destroy the building, Cully and Zoe try to escape, but they are trapped. Zoe screams as the building starts to come down around her ears. Rago orders Toba to stop the destruction. Cully suspects that the destruction has been brought about by the robots. Rago orders that what is left of the research centre be searched and that any survivors be brought to him. Cully and Zoe cannot open the door; it is stuck. Zoe suggests that they use the capsule, but Cully says the robots will easily pick them off in flight. The door opens and a Quark enters. At the capital, Bovem shows Jamie and the Doctor in. They are told that Zoe is no longer there and that Senex will explain further. Toba has brought Cully and Zoe for examination. Rago has found intelligence in his examination of Teel and now wants to test their physical capabilities. Rago orders that the Quarks go to the research centre to keep an eye on any new arrivals. Senex tells Jamie and the Doctor that Zoe has returned to the island. Jamie wants to go back with weapons, only to be told that the Dulcians have none as they are pacifist. Jamie is shocked and dismayed. Senex observes that Jamie's lack of understanding of Dulcian ways backs up Cully's story of them being from another planet. The Doctor confirms all that Cully has said. Jamie is restless and wants to return. Cully and Zoe are being held captive by a circle of Quarks surrounding them. Zoe has a plan to escape. Rago sends Balan, Kando, and Teel to be with Zoe and Cully to begin their testing. Toba wants permission to destroy any escapees. Rago denies this. Toba leads his captives away. Back in the capital, the Doctor has recounted his whole story to Senex and the council. The Doctor implores Senex to send someone to verify this story. Senex is very passive. He refuses to see the Dominators as any threat, citing the fact that they let the Doctor and Jamie go peacefully as a reason to remain unconcerned. The Doctor suggests that Senex contact Balan to obtain more news. When he does, they see the destruction of the research centre with a Quark standing in the rubble. The Doctor and Jamie rush off. It is not until they are in the capsule heading to the island that Jamie reminds the Doctor that they are heading precisely to the building where the Quark awaits them. Meanwhile on the island, Toba explains the task he expects his captives to complete. They are to clear the drilling site of any rocks or debris. If they refuse, they will be destroyed. Zoe and Cully plan their escape; Balan and Kando are reluctant whilst Teel is unsure. The Doctor starts to deconstruct the capsule. He is forced to go right into the nose of the machine. A Quark reports back to Rago saying that all of the work party are fine apart from one female. Rago orders the Quark to keep on working them until they are all exhausted. Zoe explains that they are right by the museum in which there is a laser gun. If they were to get that gun, they could destroy the Quarks and escape. As they talk, Balan collapses. The Quarks order the others to continue working whilst Zoe takes Balan off to sit by the side. She tries to sneak into the museum but sees a Quark in the building and slips away. In the capsule, the Doctor thinks he has done it. He tries to direct the capsule and it wildly lurches to one side. Senex and his council have sent for Tensa, the Chairman of the Emergency Committee. He has decided that if the Dominators are aggressive, the Dulcians have three options: fight, submit, or flee. All three of these prove unacceptable to the council, so they pick a fourth option: wait. The Doctor and Jamie have landed undetected. They go off in search of Zoe. Cully and Zoe conspire. Teel tells them that there is a bomb shelter nearby where they can hide if they escape. High above the pit, the Doctor and Jamie overlook the proceedings. They decide to split up and go around to the back. Zoe and Cully decide to put their plan into action. Cully fakes an injury. The Quarks send him to where the other exhausted captives have gone. He sneaks away into the museum and gets the gun. On cue, Zoe pretends to faint. The Quarks gather around her. Cully lines up the shot. However, before he can fire, Jamie comes up behind him and stops him, not understanding what is going on. By the time Cully lines up the shot again, it is too late. With all the captives exhausted, the Quarks lead them back to the Dominator ship. They realise that Cully is missing. The Doctor is discovered by Toba. As they talk, Toba sees the returning Quarks are missing a captive. He puts the Doctor in amongst the prisoners and goes to seek Cully out. Cully and Jamie are waiting in the museum for the Doctor. Toba turns up. Jamie grabs the gun. Toba orders the Quarks to destroy the museum. Jamie shoots a Quark as the building falls down around him. A beam falls on Cully. Jamie grabs him and escapes out of the museum. As the building is completely destroyed, Toba grins. The Quarks report the destruction of the museum to Rago, who loses his temper. Rago orders that the prisoners are to be sent to clear the site for the mining, with the exception of the "inferior" Doctor and Zoe. Once the prisoners have gone, Rago questions Toba's service. Toba sticks up for himself, but Rago says he plans to report him to the fleet commander. Toba retorts he will do the same. Rago threatens Toba with execution, calling a Quark over. Rago gives Toba two choices: molecular destruction or submission. Toba backs down. When alone with the Doctor and Zoe, Rago says that they are to be questioned about Dulkis. When Toba arrives at the drilling site, he orders Kando and Teel to continue clearing the area and leaves with Balan. Left alone, Kando and Teel wonder about the fate of Jamie and Cully. Jamie and Cully have found their way into an underground bunker. Cully wants to wait for Balan. Jamie tries the hatch, but it is blocked with debris. They realise that it is getting stuffy in the bunker; the ventilation shafts must be blocked, too. They will soon run out of oxygen. Zoe is threatened by Rago as he demands answers from the Doctor. He wants to know about Senex and where he is based. He plans to take his own ship to go and see Senex, but the Doctor tells him about the modified capsule. Rago goes to discuss this with the fleet commander. The Doctor explains to Zoe that if Rago takes the capsule, it will allow them to investigate the ship and find Jamie. Rago returns and orders the Doctor to take him to the capsule. Balan has been taken to help two Quarks with the drilling. They report that Toba has been ordered to seek Rago. Rago finds the capsule primitive but suitable. Toba arrives, and Rago explains the plan to him. Toba is in charge whilst Rago is gone; Toba is not to kill anyone in Rago's absence. Whilst the Dominators are distracted, Zoe informs the Doctor of the underground shelter. Toba interrupts and leads them away. Jamie and Cully are desperately forcing the hatch with a ladder. They eventually break through and climb up. They duck out of sight of the two Quarks that are guarding Teel and Kando. Jamie plans an attack on the Quarks. The two of them split up. There are nine Quarks altogether: five at the main site and four more at the drilling sites. Jamie has formed a plan. A Quark reports to Toba that drilling is almost at completion. The Doctor needs to know for what they are drilling and yearns for a diversion to allow the Quark that is guarding them to leave. Jamie, standing on a cliff top, chucks rocks at the Quark that is supervising Balan. The Quark tries to shoot Jamie but misses. Jamie runs and is pursued by the Quark. When Jamie gets into a ravine, Cully pushes a massive boulder down the steep drop and destroys the Quark. The destruction of the Quark registers at the main ship. Toba runs off to investigate, accompanied by the Quark that was guarding the Doctor and Zoe. The Doctor suggests that the destruction was caused by Jamie. The Doctor begins to investigate the ship, looking for its power source. He soon discovers it runs on radioactive material, which explains the disappearance of the radioactivity in the atmosphere. The discovery does, however, raise the question as to what the Dominators are drilling for. Toba questions Balan as to who destroyed the Quark. He claims to have no knowledge of the matter. Toba orders the Quarks to destroy any unknown being they come across. The Dulcian council are still discussing what to do when Rago enters. Rago starts to demand answers from Senex. Tensa stands up for Senex. Rago warns him to be silent, but Tensa continues to challenge him. When Tensa doesn't back down, Rago orders his destruction. The Quark kills Tensa. Rago orders that all Dulcains are to be rounded up and enslaved; those that survive will return to the Dominators' planet. He points to Tensa's death as a warning against any further outcries. Back on the island, Toba questions Teel and Kando. Toba grabs Kando and starts to hurt her. Teel attacks him. Toba gets a Quark to torture Teel as he asks about who has been attacking them. He only stops when Kando says that she suspects the destruction was caused by Cully. Toba thinks Cully is dead but realises that there is another on the island: the "stupid one", Jamie. In the ship, the Doctor questions Balan as to where they got their radioactive materials when they built the bomb. Balan says it was the other side of the planet. This answers no questions for the Doctor. Why are the Dominators drilling here? And why are they drilling in this pattern of four in a square with one in the middle? Toba enters with the rest of the prisoners. He demands to know where Jamie is and states he will kill each of them, one by one, until they tell him. He kills Balan to prove his point. Next up is the Doctor. Rago stops Toba just as he threatens the Doctor. Rago is furious that the drilling has stopped. He orders that the rockets need to be in place and commands the placement of the "seed device". Rago recalls the Quarks from searching for Jamie in order to continue drilling. Jamie and Cully are being chased by Quarks across the Dulcian plains. The Quarks are closing in, but suddenly they withdraw. Surprised but relieved, Jamie and Cully decide to go back to the shelter. Once there, Jamie and Cully unblock the ventilation shaft and the periscope, then enter. Using the periscope, they see the Doctor and his colleagues being led away by the Quarks whilst another group of Quarks are being ordered by Toba to continue the drilling. Jamie wants to rescue his friends. When Cully asks how he plans to do so, Jamie mysteriously picks up a sheet from the nearby bunk. Toba begins the drilling. While being held captive with his friends, the Doctor sees Jamie approaching, brandishing a twisted-up sheet. Jamie approaches a Quark from behind and ties its feet together. The Doctor calls the Quark over and it topples over. Jamie sits on the Quark whilst Cully covers it with a sheet. Their friends run off into the shelter. The Quark's distress call alerts Toba, who stops the drilling and goes to investigate. He is enraged when he finds everyone gone. Yet again he orders the Quarks to search and destroy, but Rago immediately countermands this order and commands the Quarks to continue drilling. Rago pacifies Toba by saying that the Dulcians won't escape for long as they will soon die with their planet. Under the ground, the Doctor and Jamie have overheard this worrying conversation between the Dominators. They relay this information to the rest. The Doctor has finally figured out what the Dominators are planning. Using the four outer drilling sites, they intend on firing four rockets into the centre of the planet and its molten core, thus creating a volcano. The middle bore hole is for the seed device which will explode in the centre of the volcano, destroying the planet and producing enough atomic energy for the Dominator ship to be fully powered. The only way to stop this is to defuse the seed device, but there is no way of reaching it. Jamie comes up with a plan whereby they dig a hole from the shelter to the central bore hole and intercept the seed device when the Dominators drop it down. Worried about time, the Doctor starts construction on the hole right away. He uses his sonic screwdriver to blast through the wall of the shelter in order to get them started. Jamie and Cully offer to buy them time by going out and destroying some more Quarks. The Doctor tells them to wait as he wants to see if he can create a weapon for them. Rago announces that the rockets are in place. Toba states that drilling will be finished on schedule. Using a medical kit he has found in the shelter, the Doctor has constructed a homemade grenade that Jamie and Cully can use against the Quarks. Once outside, Jamie and Cully make a bee line for the drilling site. En route, they use the grenades to destroy three Quarks, doing a great deal of damage. The destruction of the Quarks registers in the Dominator ship, and Rago goes to investigate. Toba overhears the distress call of the Quarks but decides to follow orders and continue drilling. Using the periscope, Zoe sees that Toba hasn't stopped drilling. The diggers redouble their efforts. Toba berates Rago for not letting him destroy the prisoners when they had the chance. He informs Rago that the Quarks are running out of power but have enough to finish the drilling. Jamie and Cully approach the main drilling point. They see that they need to stop the drilling. Down in the shelter, the diggers are getting ever closer to the drill shaft. They are shaken by a huge explosion. The drill has been knocked out of its hole, and a Quark has been destroyed. Rago takes another Quark with him in search of the vandals. Toba continues the drilling. As they run off, Jamie and Cully find themselves surrounded. They scarper up a hill, hoping that the Quarks cannot follow. Rago orders their destruction. The Quarks warn their power is too low for accuracy, then fire. Cully is hit, but he is paralysed rather than killed due to the weak strength of the Quarks' lasers. The Quarks draw in. The diggers can hear the drill in the tunnel. They stop digging temporarily when Jamie returns with Cully. The Doctor says that Cully's paralysis will only be temporary. The drilling from above stops. They rush to complete the tunnel. Toba tells Rago that the drilling is complete before going to fetch the seed device. Jamie breaks through into the shaft just in time. Zoe watches Rago drop the device into the shaft; the Doctor is able to catch it. His joy is short-lived when he finds the device sealed. He needs to get it off the planet. He sends Jamie and Zoe to the TARDIS and tells Kando and Teel to go to the capsule. They need to fly to the capital and inform their people that there will be minor volcanic disruption on the island. He then rushes off. The Dominators begin their take-off procedure. The Doctor sprints across the Dulcian terrain. He enters the ship alongside the last Quark and places the device in the ship. He nearly gets caught in the doors as he exits but squeezes through. Minutes later, the ship takes off. Jamie and Zoe wait anxiously for the Doctor outside the TARDIS. He startles them by approaching from behind. The rockets explode and the ground begins to shake. In the ship, Rago sees the device. He orders Toba to stop the countdown. Toba begins to argue and the ship explodes. The Doctor is very pleased with himself; he reassures a still-agitated Jamie that the planet is safe since the formation of the volcano will now only affect the island. However, he abruptly realises he needs to get moving when Jamie reminds him that they aren't safe yet since they are still on the island. The Doctor is horrified when he sees that volcanic lava is flowing towards them. Back inside the TARDIS, Zoe watches the volcanic eruption on the scanner. The Doctor attempts to take off, but the fluid links cannot take the load of the TARDIS and mercury vapour begins to flood into the console room. Jamie watches the lava draw towards them. The Doctor tells him there is nothing to worry about but begins to doubt himself, the TARDIS never having been subjected to lava before. He watches as the readings of the mercury levels rise. The Doctor mentions an emergency unit that moves the TARDIS out of the time and space dimension and out of reality altogether. He is very reluctant. He gets the unit out to look at it, and Jamie literally forces him into employing it. As the TARDIS is engulfed in lava, it dematerialises. The console room flashes and then stops. The Doctor realises that the gauges are reading zero on everything. They have landed, but nothing is displaying anything, not even the scanner. When asked where they are, the Doctor responds with "nowhere" before hurrying off. Zoe has gone to change and then encounters the Doctor. He is worried but is trying to hide it. Zoe reasons with the Doctor that the TARDIS only lands them in places that are safe, so they must be somewhere safe. The Doctor reasons with Zoe: they are in a dimension about which they know nothing, and they are at the mercy of forces which they don't understand. Zoe still wants to go. The Doctor is forced to put his foot down. Back in the console room, Jamie is engrossed by the scanner. He can see his home, the Scottish Highlands. Zoe enters and he shows her. She can see nothing. When he looks back, he can't see anything either. He puts it down to Scotch mist. As Jamie is distracted, Zoe gets engrossed by the scanner too. She too sees her home city. Just as before, she shows him and it disappears. Zoe wants to go out, but Jamie stops her. He goes to fetch the Doctor. Left alone, Zoe can see her home city on the scanner again. She opens the door and calls for Jamie and the Doctor so they can leave. Impatiently she leaves the TARDIS. As soon as she leaves, the scanner goes blank. Jamie explains what has happened to the Doctor. He is still convinced he saw the Scottish Highlands. The Doctor rushes in to find Zoe. When he realises she has gone, he reasons that there must be something tempting them out of the TARDIS. A warning light goes off on the TARDIS. They do not have much time before they are forced to take off. Jamie says he will go and find Zoe. Before the Doctor can stop him, he's run off. Another warning light goes off on the TARDIS console. The Doctor then nears a sharp, piercing sound. He staggers around the TARDIS, crying out for whoever is making the noise to identify themselves, where they are and what they want. The Doctor sits on a chair, determined to fight the noise. Zoe has found herself in a completely blank canvas. She is calling out for the Doctor and Jamie. Jamie finds Zoe. They decide to go back to the TARDIS, but they have become utterly lost. They decide to stand still and call for the Doctor. Back in the TARDIS , the Doctor can hear them but is still trying to fight against the noise. Out in the nothingness, Jamie feels they are being watched. Zoe concurs. Unseen by them, two robots are indeed watching over them. Zoe is distracted again by a vivid depiction of her city. Jamie brings her to her senses, but she is very hard to convince that she did not see it. In turn, Jamie starts to see his homeland. Zoe has to slap him to bring him to his senses. They decide to find the TARDIS again, but as they turn they encounter two of the robots. They run off but bump into more and soon they are surrounded by them. They turn to see a depiction of themselves beckoning them forward. The Doctor sees this image of Jamie and Zoe too. He hears a voice imploring him to follow them and to save them. He refuses, but the voice tells him that he will. The robots produce a hypnotic effect on Zoe and Jamie, causing the former to scream in distress. The voice is still imploring the Doctor to save his friends. In a daze, the Doctor walks out the TARDIS. Once outside, he comes to his senses again. He calls to Jamie and Zoe and tells them to focus on his voice. He tells them everything else is unreality and that he and the TARDIS are the only things that are real. He tells them to come towards him. They obey. He tells them to go into the TARDIS. The robots begin to use their hypnotic effects on them, and the Doctor pushes them into the TARDIS. Once inside, Jamie and Zoe come to. The Doctor hurriedly takes off. As they are in flight, the high pitched noise starts again. Jamie leaves the Doctor and Zoe to it and goes for a nap. Zoe apologises to the Doctor, who understands and says if it was anything as tempting as the voice that he heard she was bound to get in. The Doctor realises that he had forgotten about the voice up until then. He notices that the TARDIS is using more power than normal and begins to rectify it. Meanwhile, in the corner of the room, Jamie tosses and turns fretfully in his sleep. He suddenly wakes with a start. The Doctor tells him not to bother him as he cannot get power back to normal. Jamie tells Zoe that he was dreaming about a unicorn. They look up and see that the Doctor is in a trance. He draws their attention to the sound vibrating through the TARDIS and identifies it as alien. Zoe and Jamie start to notice it too and can't focus because of it. The Doctor implores Zoe and Jamie to read aloud the numbers on the dial so that they can focus on something else. The sound heightens. It is too strong for the Doctor, who slumps back against the wall. Outside, the TARDIS is flying aimlessly through space when suddenly it explodes. The console alone is left flying through space with Zoe and Jamie clinging on to it. Zoe turns and screams as she sees the Doctor, seemingly dead, floating in space. Smoke slowly covers the console as it drifts out of sight. Jamie is looking for the Doctor and Zoe in what appears to be a very odd forest. He hears Zoe cry out. As he seeks her out, he comes across a Redcoat. Assuming he is back in his own time, he draws a knife and attacks the soldier. The soldier turns and shoots, and Jamie turns into a cardboard cutout of himself. Zoe is wandering around the forest looking for her friends. She notices she is trapped. All of a sudden she turns to see a door. Slowly the door creaks open, and she walks in before falling through the floor. An unseen figure watches over this on television screens. He is looking for the Doctor. He orders that they search all areas so that the Doctor can be completely under his control. The Doctor awakes. He hears Jamie and Zoe and begins to seek them out. He begins to get confused as they are both calling out at the same time. He tells Zoe to stop and follows the sound of Jamie's voice. The unseen figure turns the lights up so as to find the Doctor quicker. The Doctor thanks whoever turned on the lights as it is helping him find Jamie. He hears some figures approaching and hides. The unseen figure orders his soldiers to spread out and cover all areas so the Doctor can be found. The soldiers move on. The Doctor emerges and continues his search. Soon an armed figure emerges and draws a gun on him. He speaks in a strange language, but the Doctor soon discovers that, not only can he speak English, he comes from England. He questions the Doctor, worried that he may be a highway man. The man tells the Doctor that he left England in 1699 and that he has lost his companions. The Doctor asks where they are, but the man does not know. The Doctor asks for his help in finding Jamie and Zoe, but the man says that "the Master" will not permit it and that he has a warrant out for the Doctor. The man says he must leave and walks away. The Doctor pursues, but the man is gone. The Doctor puts it down to a hallucination. He begins to search for Jamie again when he is surrounded by schoolchildren. They bombard him with riddles before one draws a sword and points it at his neck, ordering him to answer the riddle, "What can you make of a sword?" The children all shout at him before the Doctor realises the answer is "words". The boy throws the sword in the air, and it turns into a dictionary. The schoolchildren bid the Doctor goodbye, but not before wishing him all the best and hoping that he is "suitable". They to disappear as soon as they run off. Left alone, the Doctor hears Jamie cry out again. He turns to find Jamie, but is disheartened when he discovers it is just a cardboard cutout. He turns to see that a safe and a wishing well has appeared. He throws the dictionary down the well, only for laughter to emerge from it. This causes the Doctor to investigate more closely. He looks around the safe, and out of the mist emerges the letters "M" and "T" with crosses through them. Between the well and the safe emerges the figure of a hand with an "H" crossed out in the middle. The Doctor figures out that this is a riddle too. When looked at, it is the figure of "JAMIE"; mist without the "M" or the "T": "IS"; the "SAFE"; the hand without the "H": "AND"; and the "WELL". "JAMIE IS SAFE AND WELL". Pleased with himself, he turns to see the cardboard cutout is missing its face. He sees a board next to him that has all kinds of faces on it. He begins to piece the faces togethe, but he does it wrong. Jamie comes alive, but looks completely different. The Doctor tests Jamie to make sure it is not a trick, but he can remember everything that has happened so far and can even tell the Doctor about the destruction of the TARDIS, which even he did not know about. They hear Zoe cry out and go to look for her. They find a door, but the Doctor realises that it is just a brick wall with a door painted in it. Jamie wants to find a battering ram to knock it down, but the Doctor realises this is another riddle: "When is a door not a door?" "When it's ajar." No sooner is this said then Zoe emerges, trapped in a jar. They free her, and she is glad to be free but then notices Jamie's face. She doubts that it is Jamie, but the Doctor says they are in a place where nothing is impossible. Later the Doctor and his colleagues are tired from trying to get to the end of the forest. Jamie climbs one of the trees and is astounded to find it is not a tree but a huge "S". He discovers that they are in a forest of letters and words. The Doctor asks him to read out what he can see, and Jamie realises they are in a forest of proverbs: "Slow but sure", "In for a penny, in for a pound", and "Look before you leap". Jamie sees a way out and climbs down so they can head out of the forest. As they do, they come across the man the Doctor encountered earlier. The Doctor introduces Jamie and Zoe and tells the man they are going to escape. The man warns them against this and says he has never even contemplated escape. Zoe questions the man as to who has created these tests for them. The man, yet again, says it is the doing of the Master. When the Doctor questions him on the army of robot, the man denies any knowledge of such a thing. The Doctor hears them approaching, and he, Jamie and Zoe hide in the letters whilst the man takes guard. Once the robots have approached, the man turns and talks to the Doctor, revealing his whereabouts. From his control room, the Master orders them to be rounded up and led away. As they are rounded up, Jamie sarcastically thanks the man, but the Doctor says that he does not think that the man can see the robots. The man bids goodbye and disappears again. Now that the robots are seen in full light, Zoe realises that they are huge deadly toy soldiers. The soldiers lead them out of the letters and into a large blank area. Seeing this, the Master delightfully announces that his missions is accomplished. Jamie says that he thinks he has been here before. They hear a galloping horse and look up to see the unicorn that Jamie dreamt of in the TARDIS. The unicorn begins to charge. Despite all common sense, the Doctor gets Jamie and Zoe to stand still in the face of the oncoming beast. The Doctor forces his companions into shouting that the unicorn doesn't exist. When they all do so at once, the unicorn turns into a cardboard cutout. The Doctor believes that the Master is challenging their beliefs in reality and credits his fantastic mind. The Master, watching over them, thanks the Doctor and returns the compliment. The soldiers approach the Doctor and his colleagues. The Master calls them off, stating that the trap is set for them and that they are walking into it anyway. The Doctor and his colleagues make their way through a thick web of cobwebs when, all of a sudden, they see a house. As they make their way towards it, Jamie sees the Redcoat he attacked earlier. As he rushes towards him, he is again shot and rendered into a faceless cardboard cutout. The board appears next to him, and the Doctor lets slip it was his fault that Jamie's face was changed. The Doctor, with lots of help from Zoe, returns Jamie's face to normal. When Jamie is back, they head into the house. As they enter, the door closes behind them. The house seems abandoned but there are candles lit. Before them are four tunnels and a reel of twine. The Doctor suggests this is another test set for them and asks Jamie to tie the end of the twine to the door handle; as he does, he realises the door is locked. Zoe is perturbed by the fact that everything is prepared for them which means that the Master can preempt their every move. From his lair, the Master watches on a map and urges the Doctor and his colleagues to move towards the heart of the maze. As they make their way through the maze, Zoe reveals she has figured out the pattern, but Jamie raises a problem — they are out of twine. They decide that Jamie is to stay put whilst Zoe and the Doctor continue to explore. The Master watches in glee as the Doctor and Zoe make their way directly to the heart of the maze. Once they have reached the middle, the Doctor seems vaguely disappointed that there is nobody or nothing to meet them. They do discover, however, the skeleton of a man and the tracks of animal. No sooner do they see this than they hear the roar of a creature. Putting all the clues together, Zoe reckons the beast must be the mythical Minotaur. The Doctor says that this cannot be possible but sees a shadow of a large horned creature approaching. Hearing the roars, Jamie drops the twine and heads off to help but is soon hedged off by a soldier. He realises that the soldiers house cameras through which they are being observed. Taking off his jacket, he covers the soldier's camera. By the time the soldier removes the coat, Jamie has disappeared. The Minotaur approaches. The Doctor encourages Zoe to register it as unreality and, as soon as they do, it disappears. They set off to find Jamie and discover him gone, with only his jacket left behind. They call for him but instead are met by the man they have met previously. They ask if he has seen Jamie; he hasn't. They ask if he knows where the Master lives, and he says he lives in a "walled citadel atop the largest cliff in the kingdom". Recognising the words, the Doctor asks if the man comes from Nottingham. The man answers in the affirmative and begins to recite, word for word, the opening lines of Gulliver's Travels. Gleefully, the Doctor joins in. The man is Lemuel Gulliver. He bids them good day and leaves. The Doctor explains to Zoe that this is a land of fiction where everything that is made up lives. Zoe asks what they are doing there, which the Doctor cannot answer. They set off to find Jamie. Jamie has managed to exit the maze but has a soldier hot on his heels. He climbs a cliff to escape him. With great difficulty he reaches a ledge, only to find a much steeper cliff facing him. Jamie wishes for a rope, and no sooner have the words left his lips than one is thrown down to him. As he begins to climb, he sees a tower. He climbs to the top where he is met by Rapunzel, whose hair he has been climbing all this time. She is eager to know if he is a prince, or at the very least a woodcutter's son, but when she is told he is the son of a piper, she is very disappointed. With nowhere else to go, he asks if he can climb through the window and leave out the other side. Reluctantly Rapunzel agrees. Once he has climbed in, however, Rapunzel has disappeared, and Jamie is in a stark white modern room. He switches on a screen which has Treasure Island projected upon it; he turns on a recording which reads an extract of Little Women to him; he approaches some drawers that are labelled Vanity Fair and Don Quixote. Finally, he approaches a stock tipper machine producing a long ticker tape story. He reads, "The Doctor and Zoe, unable to find their companion, decided to return to the cave in search of him, where a new terror awaited them." The Doctor and Zoe are indeed back in the centre of the maze where they see a statue. The statue comes to life and snakes begin to grow out of her head. It is Medusa. In the tower, Jamie is stood by a drawer reading Myths of Ancient Greece and reads from the ticker tape "The Doctor and Zoe were face to face with Medusa. One glance from her eyes would turn them to stone." The Doctor and Zoe have their backs to Medusa, who is rapidly approaching them. Zoe is finding it hard to deny the existence of a creature that is so palpably real. The Doctor implores that she does as Medusa's hand reaches out to grab them. Jamie continues to read from the stock ticker machine. The story continues, "But all is not lost. Suddenly the Doctor found a sword at his feet, picked it up and, with one shake, slew the monster." As written, the Doctor does find a sword at his feet but rejects it. How can he kill something that doesn't exist? Following in the footsteps of Perseus, he uses a mirror produced from his jacket to turn Medusa into stone. The stock ticker machine reacts wildly to this reading: "Cancel: The Doctor test report - failure." Jamie begins to explore the room and accidentally triggers an alarm. He tries to escape out the window but bars drop down. Gulliver enters the room and offers no help for Jamie. He soon finds a hatch, in which he hides until the robots have passed. Yet again Gulliver cannot see the robots. Jamie sets about trying to escape. Gulliver states that it is impossible. The Doctor and Zoe have made their way out of the labyrinth and can see the citadel looming over them. The Doctor urges Zoe to duck as he sees a laser beam approach them. They look up to see the Karkus, a comic book superhero from Zoe's time, looming over them. The Doctor asks what the weapon he holds is. Zoe informs him it is an anti-molecular ray disintegrator. The Doctor says that no such thing exists, which causes it to disappear. The Karkus attacks. Zoe and the Doctor run. They cannot make it disappear as, due to the fact that the Doctor has never seen this character, he cannot say it doesn't exist. The Karkus fights with Zoe, and Zoe eventually forces the superhero into submission. The Karkus becomes Zoe's slave. She orders him to lead them to the citadel. Once there, the Karkus is dismissed. The Doctor rings the bell and, using his cloak to hide Zoe and as a disguise, claims to be the Karkus. He is allowed in. Inside the citadel, Jamie is trying to convince Gulliver of the existence of the robots when Zoe and the Doctor appear. He wards them off tripping the alarm and they jump over its beam. The Doctor tells Gulliver and Jamie of his plan to confront the Master. Gulliver wards him off such actions, saying that he should be content to live in peace. The Doctor says he will think about it, but the moment Gulliver leaves, he tells his friends he is going to fight on. Jamie shows the Doctor the ticker tape, and the Doctor begins to realise what is going on. When he refused to follow the predetermined actions produced by the Master, he was not following the path of fiction — he was creating his own history. Zoe doesn't like the idea of this and accidentally triggers the alarm. They hear the robots approach. The Doctor tells his companions not to run and that he craves an audience with the Master. The robots back them up towards a wall, which opens behind them. The Master beckons them in. They are in a large futuristic room with a complex illuminated orb spinning in front of them. The Master greets them in a friendly way and congratulates them for passing the tests. He explains that he is the writer of the Captain Jack Harkaway stories from The Ensign magazine who, in the summer of 1926, was brought here to be the imagination that powers the whole realm. The Doctor states that this means the Master is merely a prisoner. This causes the orb to throb and spin faster and makes the Master, trance-like, go back to his writing. The Doctor uses this lull to suggest that Jamie and Zoe slip away to explore. As the Master comes to, he states that he works for a much greater power who only lacks one thing: imagination. He explains that the Doctor has been brought here to replace him. The Master is ageing, whereas the Doctor operates outside of time so could do this forever. The Doctor refuses. The orb spins and throbs. The Master's voice becomes robotic and says that it is impossible for the Doctor to refuse. Jamie and Zoe find themselves in a huge library. They are soon surrounded by robots. The Doctor still refuses, but the Master says that the decision has already been made for him. He shares with him the last lines of his latest chapter: "Jamie and Zoe attempted to escape but, in making their way through the library, they were soon ambushed by a party of guards and overpowered." The Master states that the only way to save them is to take over writing duties himself. In the library, Jamie and Zoe are backed up into a large book, which the robots close on them. Despite the threat to his friends, the Doctor still refuses. The Master summons the robots to force him. In a bid to escape, the Doctor climbs some bookcases. The Master vows that the Doctor cannot escape, but he will play his game a little longer. The Doctor finds himself on the rooftop of the fort. He encounters Jamie and Zoe; however, they repeat the same phrases over and over and keep freezing. The Doctor begins to explore. He sees a skylight and looks down through it to see a typewriter typing the words: "They were ambushed by a party of white robots." The Doctor theorises that that is the master tape and that he could alter the story if he can get to it. The window is sealed. The Doctor wishes that he had the strength of the Karkus and low and behold the superhero appears. He prises open the window, and Rapunzel appears to help the Doctor down. Once down there, he begins to plan what to type. Overseeing all of this, the Master urges him on. The Doctor has planned what he is about to type: "The enemy had been finally defeated by the Doctor's plans." He stops himself just beforehand, realising that in so doing he would be fictionalising himself. He turns to see a soldier observing him and escapes up Rapunzel's hair. The Master now vows that there will be no more games. When the Doctor emerges on the rooftop, Jamie and Zoe are gone. Gulliver and the schoolchildren reappear and pester the Doctor with so many questions he can't think. The Master adds the next section to his story: "Jamie and Zoe realise at last that the Doctor was actually the most monstrous and cunning villain. There was no punishment too severe for the crimes he had committed." Entranced, Jamie and Zoe are ushered into the Master's presence by the white robots. They believe the Master's story and want to know what they are to do. As the Doctor thinks about his next step, the schoolchildren draw his attention to the TARDIS that has just appeared. Jamie and Zoe emerge from inside and beckon him in. As soon as he is in they lock the door. The facade of the TARDIS falls away, and the Doctor has been imprisoned within a glass case. As everyone laughs at him the case disappears. The Master adds to his story: "The children obeyed perfectly. Their mission is completed." The Doctor appears, and the Master informs him he is now part of the computer system and that the plan has now been altered. All of Earth's citizens are to be fictionalised, leaving them to take over Earth. The Doctor realises he is part of the computer and can begin thinking things into existence. The Doctor urges Jamie and Zoe to free themselves from the control of the Master. The Master deploys his soldiers. Jamie and Zoe force themselves from within the book and find themselves on the rooftop with the soldiers approaching. Zoe implores Gulliver to help them, but he says he cannot as it is not the will of his master. Overseeing this, the Doctor and the Master battle for control of the story. The Doctor thinks: "Suddenly, the Karkus came to their rescue. He fires his anti-molecular disintegration gun and destroyed the soldiers." Before the Master writes: "But the Karkus realises his mistake and turns back to face his real enemy: Jamie and Zoe." The Karkus does so. Jamie and Zoe duck. The Master adds: "With Jamie and Zoe fixed firmly in his sights, the Karkus pressed the trigger of his gun", whilst the Doctor adds: "But all the power had been used up on the soldiers and it was useless." Having to change tact the Master writes, "Suddenly, a swashbuckling figure appeared. Poet and swordsman, the famous Cyrano de Bergerac. Remorselessly, Cyrano advanced on those who had dared to poke fun at his nose." So as to fight fire with fire, the Doctor draws on his own fictional celebrity: "But wait! He found himself face to face with the fearless musketeer and swordsman D'Artagnan." The two characters fight. The Doctor implores Jamie and Zoe to escape. Using the sword fight as a decoy, Jamie and Zoe use Rapunzel's hair to escape down into the fort again. They set off to find the Doctor. The Master substitutes Cyrano for Blackbeard. The Doctor retorts: "And so D'Artagnan is substituted for Sir Lancelot in full armour." Lancelot immediately disarms Blackbeard. The computer has decided this is the final straw and that the Doctor is to be destroyed. The Master begs that he is the only candidate to replace him, but the computer overrules him. The robots free the Doctor and turn their beams onto destruction mode. Jamie and Zoe sneak up. The Doctor tries to rewrite the story but cannot, otherwise it will fictionalise him. Zoe realises that they can overload the computer. Just as the Master orders the disintegration, Jamie and Zoe begin turning switches and mashing all the buttons. The Master orders it to stop, but the computer begins to explode and the destruction of the robots causes devastation. The Doctor rushes over and unplugs the Master from the computer. Jamie and Zoe reach the Doctor and the Master and rescue them. The Master has now returned to his normal self. He is confused and disorientated and wanting to get back to the running of his magazine. Zoe is worried about the destruction of all the people they met. The Doctor points out that they were never real. As they begin to fade, the Doctor says they have two possible outcomes: returning to reality or obliteration. They disappear. In mid-space the TARDIS reforms itself. Jamie, Zoe and the Doctor have been all brought back to the TARDIS after their adventures in the Land of Fiction. They find that they are hovering over the dark side of the moon. As they look at the scanners they see something approaching them. They soon realise it is a missile. The Doctor tries to move, but the landing circuit is jammed. The Doctor wrestles with the controls. The missile explodes. The TARDIS lands with a thud in a field of cows. Inside the TARDIS, Zoe wonders why they were fired at without any questions being asked. The Doctor wonders if they have encountered whoever fired at them already. They check the scanner, and the sight of cows tells them they are on Earth; the Doctor reckons in the summertime of the 20th century. The TARDIS judders, and the Doctor believes he needs some new parts. He decides to seek out his old friend Professor Travers for help. He takes one of the circuits from the console which causes the lights to fade. They make their way to the exit. Once outside a lorry draws up. The driver asks if they are "getting out". The Doctor states that they are heading to London. The driver orders them in. The driver looks round nervously as they get in the cab. As he drives off, they are being pursued by two motorbikes. The driver pulls off the road and disappears behind some trees. He stops the lorry and gets out, looking anxiously down the lane before walking off. The Doctor, Jamie and Zoe follow the driver into the undergrowth. The driver suspects that the company is on their trail. When the Doctor queries what he means by the company, he is met with consternation. The Doctor states that they are strangers. The driver wonders how they got into the compound. He explains that the company is International Electromatics, the largest electronics company in the world who have a vast monopoly on the electronics business and huge complexes forming large swathes of land. The driver reckons it's safe to get on the road again. The lorry approaches a checkpoint. Jamie, Zoe and the Doctor are hidden away in the cab of the lorry. The driver presents his papers and is waved through. Soon after, the driver stops his lorry, and the travellers get out of the back. The driver tells them to get lost before driving off. The Doctor, Jamie and Zoe clamber over a hedge into a field. As they do, the motorbikes pass them by. The guards pull up behind the lorry. As they dismount, one guard opens the lorry to search it. He discovers only milk. The main guard sees the driver's papers whilst the other guard continues his search. The main guard says he wants to take the driver in for questioning. The other guard finds nothing and nods to his partner. The driver states he is not going back to the compound. The guard pulls out his gun. The driver turns to get into the lorry, but the guard shoots him. The Doctor, Jamie and Zoe are hitch-hiking. A car stops, and the Doctor says they want to go to London. The driver nods, and the Doctor, Jamie and Zoe get into the car. Once in London, the Doctor and his friends look up Travers' address but on arriving find the name Watkins on the doorbell and there is no answer. They continue ringing until a young model by the name of Isobel answers the door. She explains that Travers is in America with Anne and that her uncle, Professor Watkins, is staying in his house. He is working for International Electromatics and has been away for weeks. The Doctor, seeing his only chance to fix his TARDIS, tries to contact Watkins but comes up against an automated answering service that tells him "Party not available". They decide to go there themselves. Zoe decides to stay as she is enjoying modelling for Isobel. Two men in a car watch the Doctor and Jamie enter the IE building. They are met by a computer secretary. They, again, ask for Watkins and are, again, told he is not available. They want to speak to someone in authority — but they need an appointment. They need to see someone now — but they're all engaged. It's an emergency — but what kind of emergency? It's a private matter — an emergency cannot be a private matter. The Doctor switches the computer off in frustration. The Doctor and Jamie set off to find another way in. One of the men in the car takes a photo of the Doctor and Jamie as they explore outside. A further two men watch them in a video link. One of them flips a switch. Two glass panels drop down either side of the alleyway that the Doctor and Jamie are in. Gas starts to seep in. HQ deploy the two men in the car to get the Doctor and Jamie. The gas has cleared and the guards open the glass panel. As the man prods Jamie with his foot, Jamie grabs it and trips him. The man pulls a gun. A man named Vaughn stops him. Vaughn orders the man with the gun, Packer, to bring the Doctor and Jamie to his office. Packer is dismissed by Vaughn as soon as he gets to the office. Jamie is initially very aggressive, but the Doctor is passive and apologises for the trespass. Vaughn introduces himself as the director of International Electromatics and states that their friend, Watkins, is very busy and is not available by choice. Jamie is satisfied and begins to ask Vaughan about circuits for the TARDIS. The Doctor kicks him. Vaughn's curiosity is piqued, and he asks how he can help. The Doctor reluctantly hands the circuits over to Vaughn. Vaughn is intrigued and says he'll send them to his workshop. As an apology to Jamie for Packer's rough treatment, he gifts him a disposable transistor radio before dismissing the Doctor and Jamie. Vaughn walks to the desk and flicks a switch. He asks Packer to show the Doctor and Jamie off the premises. Packer escorts them out. The Doctor believes that Vaughn is not what he seems. He is not blinking at the rate that a normal human should. The Doctor considers him odd, sinister and inhuman. In his office, Vaughn flicks a switch. A wall tilts back to reveal a piece of complex, alien equipment. As the Doctor and Jamie return from the IE building, they soon discover they are being followed. They start to run. Back at Travers' house, Zoe is modelling for Isobel. She soon becomes distracted and worried about her friends. The Doctor and Jamie are chased into an alley where they are caught by a pincer movement and loaded into the cars. Vaughn shows the circuit given to him by the Doctor to his assistant researcher, Gregory, who is bamboozled by the technology. Vaughn gives him an hour to figure it out. He asks Packer for photos of the Doctor and Jamie. Zoe has now become so worried about the Doctor and Jamie that she and Isobel set off to find them. On a mysterious runway, the car into which the Doctor and Jamie were forced boards a plane. They soon find themselves in the hub of a military base where they meet their old friend Colonel Lethbridge-Stewart, now promoted to Brigadier. It has been four years since they last encountered each other in the London Underground, and the Brigadier is now in charge of the United Nations Intelligence Taskforce or UNIT, an international investigatory force. He tells the Doctor that he and Jamie have been being monitored since they left the complex and that he decided to pick them up after they left the IE building. The Brigadier explains that people sometimes enter the IE building, yet never leave. Zoe and Isobel enter the IE building, seeking the Doctor and Jamie. They try the computer in reception and enquire after them. Upstairs, Vaughn unveils the alien machinery and asks for information regarding the Doctor. The machine tells him that they are known and hostile. They were encountered on Planet 14 and must be destroyed before the invasion. An alarm interrupts this conversation. Zoe and Isobel are displayed on Vaughn's screens. The computer receptionist is giving no information to Zoe. Refusing to be beaten, she bamboozles the computer using ALGOL, complex mathematical equations. The machine starts to smoke and eventually explodes. All this is watched by Vaughn. He calls Packer to bring the two girls up. Isobel and Zoe start to leave when they are intercepted by Vaughan's guards. The Brigadier explains to the Doctor that many senior anti-IE figures have entered the IE building and returned completely for their company. Sifting through the photographs, Jamie discovers a photo of the driver that helped them out of the IE complex. The Brigadier explains he was an agent and hasn't been heard of for twelve hours. The Brigadier explains that IE was practically unheard of until they started controlling computer lines and investing in micromonolithic circuits, then Watkins disappeared and UNIT got involved. The evidence is not substantial enough for UNIT to search the IE building, so the Doctor and Jamie are on their own. However, the Doctor is given a transceiver if ever he needs to contact UNIT. The Doctor and Jamie are returned to London. On their return to London, they discover Travers' house empty. They enter, and the Doctor absentmindedly dismantles the radio that Jamie was given by Vaughn. He discovers micromonolithic circuits that have no place in a radio. They find a note stating that Isobel and Zoe have gone to the IE building. Panicked, they follow them. Vaughn berates Zoe and Isobel for the destruction of his computer. Vaughn explains that Watkins has started to be uncooperative and that Isobel could be useful in persuading him to work. Zoe and Isobel are seized. The Doctor and Jamie investigate the outside of the IE building. The Doctor uses the transceiver to check with the Brigadier that Zoe and Isobel actually entered. The Brigadier confirms that they did indeed enter. As they explore, they find a railway line that skirts the back of the building. Gregory has drawn a blank on the circuits. He is dismissed. Vaughn opens the wall and demands more data on the Doctor. The machine refuses to give more information but just orders the destruction of the Doctor. Vaughn stands up to the machine. He says unless they share information, he will stop helping them. Reluctantly, the machine tells Vaughn that the Doctor has a machine that can help him travel to other planets. Vaughn vows he will destroy the Doctor. Jamie and the Doctor have sneaked into the building. They witness workers carrying crates far beyond human strength. They sneak away. An alarm is raised. Packer tells Vaughn that the Doctor and Jamie have been spotted. Vaughn tells Packer not to raise full alert but just to close off the area and that they are to be flushed out using Isobel and Zoe as bait. As they move around the warehouse, the Doctor and Jamie hear the screams of Zoe and Isobel. Their unconscious forms are being put into crates to be loaded into the return van. Jamie, furious, attacks Packer. Reinforcements are called for, and soon enough Jamie and the Doctor are surrounded by armed guards. Jamie confronts Packer again. Packer goes to hit him, but Vaughn calls him off. Vaughan tells Jamie and the Doctor that Zoe and Isobel were in the building but they left. Jamie protests, but the Doctor calmly asks if they can inspect the containers. Vaughn allows this, but as soon as they all leave to do so, Packer orders the train to leave. Jamie and the Doctor arrive too late. Vaughn suggests that he will accompany them to the factory to do the inspection there. The Brigadier is worried about the Doctor and Jamie when he receives reports that the two of them plus Vaughn are leaving the building together. The Brigadier orders them not to be followed and orders one of his subordinates, Jimmy, to go to the factory in a helicopter. Jimmy watches as Vaughn's car enters the compound. The Brigadier orders Jimmy to hang back as they need to not alert Vaughn's private army, which might put the Doctor and Jamie at risk. The Doctor and Jamie are led into the factory. Vaughn wants to question the Doctor further on the circuits he showed him. As Vaughn shows the Doctor and Jamie into the office, he suggests to Packer that he should go and see if he can convince Watkins to work. When the Doctor and Jamie enter Vaughn's office, they are surprised to see that it is exactly the same as his office in London. Vaughn has become suspicious of Zoe and the Doctor's abilities, but he isn't surprised or angry that the Doctor refused to be drawn in. Vaughn promises the Doctor Watkins' help and leaves. Jamie suspects Vaughn, and the Doctor considers him too nice but wonders why he would be offering them Watkins' assistance if he was evil. Packer is threatening Watkins with harm to Isobel if he doesn't continue working. Watkins considers it a bluff when Vaughn arrives and assures him it is true. He explains that whatever happens Isobel will not be freed, she will just come to harm if Watkins refuses to comply. Watkins reluctantly agrees. Vaughn tells Watkins of the Doctor and Jamie and extends the threat to Isobel to spilling the beans on him. In the office, the Doctor notices a deep space radio communication system outside. This causes him to be furthermore suspicious of Vaughn. As they look outside, they see Jimmy's helicopter swoop overhead. Packer enters and escorts the Doctor and Jamie into Watkins' presence. Jimmy reports to the Brigadier that there is no sign of the Doctor or Jamie. After the Doctor has introduced himself, Watkins says that Travers and Anne told him all about them. Up in his office, Vaughn tells Packer that the Doctor has been on another planet and has some sort of vessel that he craves. He shows Packer a video screen that shows Watkins, the Doctor and Jamie's conversation. Jamie begins to talk to Watkins about the TARDIS, but the Doctor stifles him. He is aware they are being bugged. He puts a scrambler on the machine. Vaughn checks all the other cameras — they are all functioning. He realises that the Doctor is quite an adversary and says it is no surprise his allies fear him. Vaughn has vowed not to destroy the Doctor until he knows more of his machine. Left alone, Watkins says he is working on a machine called the Cerebration Mentor, a teaching machine. The Doctor tells Watkins about the involvement of UNIT. Watkins says he has no knowledge of Vaughn's plans and thinks he wants complete control of the electronics industry of the world. The Doctor believes he has bigger aspirations than that. Jamie hears someone coming. The Doctor goes for the scrambler, but Vaughn enters and removes it first. Vaughn tells the Doctor that they will make him talk in other ways. He admits he has Zoe and, unless he hands over his machine, she will be hurt. The Doctor and Jamie are led away. As they are led towards the lifts, the Doctor tells Jamie he is scared of lifts and can't even press the buttons. Jamie latches on and enters first. The Doctor wheels around to say that he is ready to hand over his machine already. As he does he distracts Packer, pushes him over and activates the lift. As the lift is in motion he destroys the circuits. Vaughn berates Packer. Packer reviews a report that the lift is stuck. The Doctor and Jamie find a door in the lift shaft. Packer orders all exits to be covered and the lift to be fixed. The Doctor and Jamie have made it to the roof of the lift. They begin to climb the ladder on the side of the shaft. Packer has the lift working and orders it to be brought back up. As the Doctor and Jamie climb, they hear the lift approaching. As the lift arrives Packer and Vaughn find it empty. Vaughn points out that the lift terminates on the roof. Packer sends some men but then also rides to the top to kill them. The lift starts again, but the Doctor and Jamie have reached the roof. They find a fire escape and climb down. Vaughn is furious about Packer letting them escape and orders their immediate return. The Doctor and Jamie find their way through the train carriages, hiding underneath when they hear approaching guards. They decide to hide in a sleeper. Jamie wonders if it is the train that contained Zoe and Isobel. They hear Packer outside and hide in the containers. As Jamie is lying in his, he realises that something is alive in his. The Doctor evades the guards. He frees Jamie from the crate. Jamie says that something was moving inside. They go to investigate, but they are disturbed by an approaching guard and have to flee. Vaughan berates Packer for losing the Doctor and Jamie. Vaughn explains he intends to stand up to their allies. He explains that Watkins' Cerebration Mentor emits emotion pulses that their allies find distressing. Packer is unsure. Vaughn warns him that their allies are to render everyone non human; instead he wants to use their force and then discard them. Until then Zoe and Isobel are to be hidden away. Out of sight, the Doctor and Jamie look on as crates are unloaded. Zoe and Isobel are unceremoniously hauled onto their feet. The girls are escorted into the building by several guards. The Doctor overhears that they are being taken to the tenth floor of the central block. Whilst this happens, Jimmy's helicopter flies overhead. Jimmy reports no sighting of the Doctor or Jamie to the Brigadier. The Brigadier orders Jimmy to withdraw but orders all units to standby. Packer reports UNIT activity to Vaughn and suspects the Doctor's involvement. Vaughan tells him to leave it with him. On the roof, the Doctor and Jamie ascend to the next level, where they will try to reach the window where Zoe and Isobel are being kept. Vaughn uses the tannoy to say that unless the Doctor and Jamie hand themselves in in the next ten minutes, Zoe will pay the consequences. The Doctor believes this is enough time for a simple rescue operation. Isobel is trying to break through the door of the room they are being kept in. Zoe blames herself for endangering her new friend. Zoe and Isobel see the Doctor and Jamie out the window. The Doctor waves to the girls to back away from the window. Zoe looks around the room and spots an electronic eye. She mutters to Isobel that they are being watched. The Doctor asks the Brigadier for help. He asks if the helicopter has a rope ladder and gives him their exact location. Packer assures Vaughn he has the place covered. Vaughn gives the Doctor his five minute warning. Jimmy's helicopter is heard. Vaughn orders it to be shot down. The helicopter drops the ladder to Jamie and the Doctor. They lower the rope ladder over the side of the building. Reluctantly, Jamie begins to descend the rope ladder. Seeing Jamie, Zoe and Isobel barricade the door. Zoe opens the window and Jamie carefully climbs through. Jamie helps Zoe through the window and up the rope ladder. Below the guards begin to fire. Jamie follows the girls up the rope ladder to the roof. Zoe, the Doctor and Jamie follow Isobel up the rope ladder. Jamie is left on the rope ladder as Jimmy is forced to escape. He clambers on as they are in motion. Jimmy reports to the Brigadier that all is well. The Brigadier orders all troops to return to base. Packer fears consequences from their allies. Vaughn shouts at Packer for his subservience to their allies. He orders Watkins' machine to London as he is bringing the invasion forward; it will begin in twenty four hours. Vaughn is to deal with UNIT. Packer leaves. Vaughn rings Major General Rutledge at the Ministry of Defence. The video phone starts flashing in Rutledge's office. He scrambles the phone line so it can't be traced. Vaughan orders Rutledge to stop UNIT's investigation into IE. The Brigadier tells the Doctor and his colleagues that they were lucky to survive. The Brigadier is now to take severe action against Vaughn and IE for attempting to shoot down his helicopter. The Doctor starts to hypothesise about what is going on. He remembers the ship on the dark side of the Moon and links it to the deep space transmitter in the IE building. Overhearing this, the Brigadier suggests this could be linked to UFO sightings and goes off to fetch some photographs. Watkins demands to know what the shooting he heard was and demands to see Isobel. Vaughn dismisses this and tells him his only priority is finishing his machine in the next twenty four hours. The Doctor studies the photos. They were sighted over the last year, and they all disappeared over South East England, over the IE campus. The Doctor begins to link this to the crates that they discovered. The Doctor decides to go back to the IE building to view the crates, but Jamie is concerned about being spotted. He asks for a map and immediately asks the Brigadier if he has a canoe. Later the Doctor and Jamie approach the IE building via canal. They breach the building. In the warehouse, workmen are moving the crates around. The workers effortlessly carry the caskets to another area. Slowly, the Doctor and Jamie slink in close enough to watch. The workmen remove the gauze and stand the cocoon up. They attach electrodes to the cocoon. The Doctor confides to Jamie that his fears have been confirmed. The workers turn on the machine. The cocoon begins to writhe until a Cyberman emerges. After seeing the Cybermen reanimated, the Doctor and Jamie decide to return to the canoe and escape. Back at UNIT HQ, Jimmy and Isobel flirt until they are interrupted by the return of the Doctor and Jamie. Jamie explains to Zoe that they saw Cybermen, whilst the Doctor tries to explain what Cybermen are to Jimmy and Isobel. The Doctor suspects that the deep space transmitters were for the Cybermen to latch onto to find Earth. The Doctor speculates that those people who were acting differently after entering the IE Building must be under the Cybermen's control. The Doctor asks who is in charge of UNIT in England. Jimmy tells him it is Major General Rutlidge. The Brigadier is in a meeting with Rutlidge and is flabbergasted when Rutlidge tells him to stand down from the IE investigation. The Brigadier implores action, but Rutlidge thinks there must be a misunderstanding and orders him to stop the investigation. Whilst he is talking, Rutlidge seems to lose the ability to speak. The Brigadier begins to suspect foul play and says he intends to send his report to UNIT command in Geneva. As soon as the Brigadier leaves, Rutlidge contacts Vaughn and tells him of the situation — again struggling to talk. Vaughn orders Rutlidge to come to the IE building. When the conversation is terminated, Vaughn tells Packer that he suspects that the control they have over Rutlidge is weakening. Jimmy informs the Doctor that the Brigadier has already seen Rutlidge. The Doctor worries that their information may now be public. Rutlidge, now at the IE Building, tells Vaughan they have a maximum of two days before the Brigadier's report will bring further UNIT scrutiny on IE. Packer is concerned by this. Vaughn orders Watkins' Cerebration Machine into the warehouse. Vaughn lifts the wall and communicates with his allies again. He tells them that they will alter the plan and bring the invasion forward. The controller states that the invasion forces are not completed though. Vaughn states that, unless the invasion is brought forward to dawn the next day, he will sever all help. The controller relents. Down in the warehouse, the workmen are animating more Cybermen. Packer orders them into the sewer and to their different assembly points. At UNIT HQ, the Doctor is showing the Brigadier the sewer system that stems out from the IE building. Isobel is sceptical about the whole thing, and Jimmy says that even UNIT command will need proof. The Doctor is puzzled over how they are going to form their attack when all of a sudden he remembers the superfluous circuit in Jamie's radio. He asks if there is any more IE equipment in the base. Jimmy leads him off to some. Gregory and Vaughn are preparing to test the Cerebration Machine on a Cyberman. Gregory is reluctant, but Vaughan forces him. They partially animate a Cyberman before attaching the machine to him and induce fear and transmit it into the Cyberman. The Cyberman rips off the machine and begins to attack all around him. The humans flee, and the Cyberman makes his way into the sewer. Vaughn considers this a success and asks Gregory to up the power on the machine. Back at base, Isobel has come up with the perfect proof for UNIT command: infrared photography. The Brigadier thinks this a great idea and goes to get some of his men on it. Isobel says she will do it, but the Brigadier says it is no job for a girl. Isobel loses her temper at this sexist attitude, but the Brigadier holds firm. Jamie agrees with the Brigadier. Cross, Zoe and Isobel head off to London to prove the men wrong. Jamie comes with them. Elsewhere in the base, the Doctor has found the superfluous circuit in an IE computer. The controller is informing Vaughn of the plan for the invasion. Cyber transmitter units are to be launched an hour before the invasion. They will penetrate through all areas of Earth. They will identify people to be converted into Cybermen whilst the others will be destroyed. Vaughn disagrees with this and says it is counter to their agreement: that Vaughn would be in charge of Earth whilst the Cybermen would be given minerals that they need. The controller demands that if Vaughn is to be in charge he is to be converted. Again Vaughn disagrees; he will have a cybernetic body but not a cybernetic brain. The controller relents. Once the communication is terminated, Vaughan states he doesn't trust the Cybermen and that the audio rejection capsules he has invented will stop them reneging on their deal. Back at UNIT HQ, the Doctor has decided that in order to properly understand the circuits he needs to go to Watkins' lab at Travers' house back in London. The Brigadier is sending the photography equipment to London by helicopter when the Doctor enquirers as to the whereabouts of his friends. Jimmy tells them they went to London. The Brigadier is fearful they will have gone into the sewers. In London, Jamie wants to contact the Doctor, but Isobel and Zoe hurry him away. The Brigadier radios Benton and orders him to find the Doctor's friends. He then sends Jimmy to London to search for them. Jamie, Zoe and Isobel enter the sewers through a manhole but are spotted by a policeman as they do so. Jamie, Zoe and Isobel start to explore the sewers, and it is not long before they spot some Cybermen. Unbeknownst to them the policeman has climbed down to find them. Isobel is taking photographs of the Cybermen until they are forced to run. The policeman turns into an oncoming pair of Cybermen and is immediately killed. Jamie, Zoe and Isobel come over his body and realise that they are surrounded from both sides by Cybermen, one of whom is the mad one on whom Vaughan experimented. Two UNIT soldiers, Perkins and Walters, led by Jimmy, meet up with Benton and go into the sewers. The mad Cyberman that has been bearing down on Isobel, Jamie and Zoe walks straight past them. The UNIT forces hear the noise of the mad Cyberman, and Jimmy begins to call out for Isobel, Jamie and Zoe. Isobel wants to meet up with the UNIT forces, but Jamie reminds her that there are Cybermen between them and the soldiers. The UNIT forces' shouting has drawn the Cybermen's attention. The Cybermen order the forces to obey and to come with them. The UNIT forces prepare a grenade and, when the mad Cyberman distracts the Cybermen, they use the decoy to throw it. It knocks two of the Cybermen out. As the last remaining Cyberman approaches, Perkins loses his courage and runs. He is immediately killed by the Cyberman. The forces make their way back to the ladder and call for Jamie, Isobel and Zoe to meet them there. They all begin to climb the ladder. Jimmy asks Jamie to keep an eye out for the last remaining Cyberman. As they approach the surface, Jamie's leg is caught by the Cyberman. Walters comes and drives the Cyberman back down into the sewers with his rifle butt. Benton then arrives and drops a grenade into the sewers, destroying the last Cyberman. The Doctor is still poring over the circuits and is still utterly bamboozled. The Brigadier tells him he is soon heading to Geneva and that after that there might be two or three days before action. The Doctor is perturbed — it may be too late by then. Isobel enters with the photos she took of the Cybermen. The Brigadier is a little disappointed as they look fake. Isobel is annoyed at this. Packer reports the UNIT attack of the Cybermen to Vaughn. Vaughn is not worried and states that the invasion will be too soon for UNIT to do anything. Watkins and Gregory come up with the modified Cerebration Machine. Watkins is now very aware his machine has been turned into a weapon. Vaughn uses the machine on Watkins, knocking him down. Gregory stands up for Watkins, and Vaughn threatens him with the same treatment. Vaughn orders the machine into mass production. A weakened Watkins vows that if he ever gets the chance he will kill Vaughn. Vaughn calmly asks for Packer's gun. He points it at Watkins' head before handing him the gun and ordering him to shoot. Watkins hesitates. Vaughn slaps him and calls him a coward. Watkins shoots. The bullets, despite clearly entering Vaughn's chest, have no effect on him. Vaughn laughs as Watkins faints with shock. The Doctor and Jimmy are still experimenting on the circuits. Isobel and Jamie flirt some more until they are interrupted by a report from the UNIT forces in London. They report that Watkins is being escorted away from the IE building. The Brigadier toys with a rescue mission. Isobel pleads with him whilst the Doctor states he would be very useful. The Brigadier agrees. Jimmy is to lead a full assault platoon on the mission. Later Gregory recounts how thirty UNIT forces killed the two guards and took Watkins. Gregory only survived as he ran away. Vaughn orders the Cybermen to kill him. In the sewers, Gregory is killed by the Cybermen. Watkins, now back at his lab, says he has no idea about the circuits, but his account of what Vaughn has done to his Cerebration Machine causes the Doctor to realise. The circuits are emotional circuits used in a similar way to Watkins' machine. He runs to the lab to experiment. The Brigadier tells Jimmy he is heading off to Geneva. Soon enough, the Doctor has figured out the Cybermen's plans. They intend on using their ship, parked on the dark side of the moon, to boost the signals from their satellites, magnify them and beam them back down to Earth. When they come into contact with the monolithic circuits in the IE equipment, they will produce cyber-hypnotic signals and render humans under Cyberman control. The Doctor reminds Zoe of the depolarisers they used back on the Wheel when they first met. Zoe and Watkins set about making some. In Vaughn's office the alarm goes off, and Vaughn raises the wall to commune with the Controller. There is one hour until the invasion and transmission of the cyber-signal is to start. The Doctor informs the Brigadier of the new developments. The Brigadier vows to inform UNIT headquarters and begin making depolarisers. Zoe and Watkins, however, have only found enough equipment for three. The rest go on a mad search for more equipment. The Controller tells Vaughn that all will be ready in thirty minutes. When the wall is down, Vaughn tells Packer that he is half an hour away from controlling the world. Packer is sceptical. Jimmy and Isobel talk. Jimmy is beginning to think the Doctor may be wrong when they begin to hear an electronic high pitched noise. The Doctor falls to the ground. His depolariser has fallen off. The depolariser is placed back on but to, seemingly, no effect. In a similar way people all over London are brought to their knees by the sound ringing in their ears. Simultaneously hundreds of Cybermen have emerged from the sewers and are walking the streets of London. The Doctor wakes up from his attack. Jimmy radios to check the Brigadier — he is fine but half of UNIT's forces have been rendered unconscious. The Brigadier arranges for the Doctor and the rest of the forces to come to Geneva. The Controller informs Vaughn that the invasion forces are being prepared. Vaughn says his radio beams are ready to guide them in. Vaughn now tries to gain power over the Cybermen. He says he will remove all support unless he has full control, over all the Cybermen. The Controller agrees. Vaughan terminates the conversation. Once the wall is down Vaughn radios Packer and tells him that now the UNIT forces are neutralised he can go and get Watkins back to allow the Cerebration Machine to be put into production. The UNIT transportation arrives at Watkins' lab. No sooner have they got in the door than Packer and his men arrive. Jimmy hurries everyone out of the back door. A gun breaks through the glass in the front door and shoots. Jamie and Watkins are hit. The Brigadier receives a transmission from Jimmy asking for a helicopter. The Brigadier arranges it. Back at the IE Building, Vaughn does not understand how the UNIT forces are still active. Packer blames the Doctor. Vaughn says the invasion will still continue. Packer asks how they will resist the Cybermen without Watkins' machine. Vaughn remains confident, but Packer remains sceptical. The Doctor's party have joined the Brigadier and the forces on the UNIT plane. The Brigadier is informed that UNIT HQs are unresponsive in New York, Moscow and Peking. Jimmy wonders if they would be able to make enough depolarisers for everyone; the Doctor states that they have too little time. The only way that they can take the main cyber ship down is with a huge missile; however, the Brigadier says that only Russia and America have such weaponry. He does have an idea though. Going to a safe, he uncovers a document that informs UNIT that the Russians were going to send a rocket into space on the day of the invasion. If they were to switch the astronaut's capsule with a warhead, they could render the rocket into a missile. Jimmy is sent away to deal with it. The Brigadier also asks if anti-missile missiles could be used to take down the small invasion ships. The Doctor suggests that would work, and the Brigadier goes off to organise it. Zoe informs the Doctor that the injury Jamie sustained was just a flesh wound and that he will be fine. The Doctor tells Zoe she is to stay with the Brigadier and help him using her computing skills. The Doctor informs her and the Brigadier that he is going to seek an audience with Vaughan. The Brigadier blocks this, but the Doctor states that it is the only way they will gain more information. He will use the transmitter given to him to relay all the information back to UNIT. When asked about how he will access the building without getting caught by Cybermen, the Doctor states that the answer is simple: through the sewers. The UNIT plane prepares for landing. As soon as the plane lands the Doctor and Jimmy head off in different directions. The plane takes off again, heading towards the military base. The Brigadier sends a helicopter to the IE building in case the Doctor needs assistance. Later, the Doctor radios the Brigadier and tells him he is in the sewer system. He flips a coin to decide which way to go and heads off. Zoe is worried about the Doctor but the Brigadier placates her. He is informed that Jimmy is on board a plane to Moscow. Packer is in Vaughn's office, showing him the positions of the Cybermen forces on a map. He is concerned they are not at full capacity, but Vaughn calms him saying they will soon arrive. A security alarm goes off. Vaughn turns to the cameras and soon finds the Doctor talking directly into the camera. He says he will pop up for a chat with Vaughn. Packer is ordered to stand by. Packer wants to kill the Doctor, but Vaughn wants to use him as insurance. The Doctor radios the Brigadier to say he is "entering the lion's den". The Brigadier orders that the conversation be recorded and that if the Doctor is in danger all available force should be used to extricate him. The Doctor questions Vaughn on why he is helping the Cybermen. Vaughn reveals he has been working with the Cybermen for five years. Vaughn contacted them and helped guide them to Earth. The Doctor tries to convince Vaughn that he is just being used as a pawn. The Doctor makes Vaughn squirm when he points out that, without Watkins' knowledge of his machine, Vaughn is at the mercy of the Cybermen. The Brigadier arrives at the military base to find all the men unconscious. Zoe and the UNIT forces go about equipping them with depolarisers. The Brigadier receives news that Jimmy is over the Russian borders. There is no new news from the Doctor. Vaughn believes that the Doctor has been merely sent to divert him and waste his time while UNIT prepare something. He calls Packer and orders him to turn in the beam to summon the invasion fleet. The major at the military base, Branwell, is sceptical of the story the Brigadier tells him. There is nothing on the radar, but Zoe says this is because the Cyber Fleet are out of range. Branwell decides to arm the missiles in readiness. The Controller tells Vaughn that the transporters are ready to launch in two waves. The Doctor pleads with Vaughn to stop the invasion. The message that the invasion is beginning has been relayed to the Brigadier. He is also told that Jimmy has landed in Moscow. The transporters have started showing up on the radar and are mere minutes away. Branwell wants to use some of his missiles to take out just the leading transporters. Zoe reckons that if they use all their missiles they can destroy 90% of the fleet using a chain reaction effect. The Major pooh poohs this, saying that the calculations would prove too lengthy. Zoe says she can do it in thirty seconds. The Brigadier implores the major to allow her to try. After thirty seconds of frenetic activity, Zoe has produced the calculations, which are fed into the machine. Branwell allows the launch. In space the missiles start to crash into the transporters. The Controller reports this attack to Vaughn and says that they have been betrayed by him. Vaughn strenuously denies this. The Controller states that the Cybermen are now going to take full control. Vaughn tries to disagree and approaches the Controller. The machine stuns him. The Controller explains that a cyber megatron bomb is being delivered which is to wipe all living beings off the face of the Earth. The Doctor asks a semi-conscious Vaughn if this is the world he wanted to rule. Isobel listens in to the conversation between the Controller, Vaughn and the Doctor. When they hear news of the bomb, UNIT contact the Brigadier. The Brigadier, Branwell, Zoe and the troops are celebrating the destruction of the Cyber Fleet when the call regarding the bomb comes through. The Brigadier sets off for his plane, ordering Branwell to keep his eyes on the radar for signs of the bomb. Vaughn argues with the Controller to no avail and, in panic, uses the Cerebration Machine. The Controller starts to malfunction as the Doctor begs Vaughn to stop, worried the machine will blow the IE building sky high. The machine explodes, knocking the Doctor and Vaughn backwards. Vaughn is happy, but the Doctor points out there are hundreds of Cybermen in the streets and hundreds more about to land. The only way to stop them delivering the bomb is to knock out the radio beam which guides them to Earth. Vaughn radios for Packer but instead is met with the face of a Cyberman. Packer appears, panicked. The building is being swarmed by Cybermen. A Cyberman enters and kills Packer. The Doctor uses the Cerebration Machine on it. Vaughn tells the Doctor that the transmitter is at the IE Compound. The Doctor radios the Brigadier and presents him with two options: they either cut off the transmitter or destroy the cyber ship. The Brigadier tells the Doctor that the Russian rocket is still ten hours away so they will have to go for the transmitter. The Doctor pleads with Vaughn for his help. Vaughn is reluctant and despondent; he still believes he should rule the world but will help the Doctor as he hates the Cybermen. The Brigadier sends a helicopter, and the Doctor and Vaughn make their way to the roof, taking the Cerebration Machine for back up. The Brigadier rues the fact he only has one platoon to help the Doctor. Jimmy radios and tells the Brigadier the rocket has been armed with the warhead. The UNIT plane takes off. Branwell is sceptical the plan will work. The Russian rocket launches. The Doctor, now safely in the helicopter, radios the Brigadier to say they are nearing the compound. The Brigadier tells the Doctor to wait for him and his UNIT forces, but the Doctor says there is no time and they have the Cerebration Machine to protect them. The Brigadier tells the helicopter to hover over the Doctor at all times so that when UNIT arrive they will be able to locate him. Isobel and Zoe ask the Brigadier if they can accompany them when they land. The Brigadier reluctantly agrees. Now in the compound, Vaughn wants to go in all guns blazing, but the Doctor suggests they should be more covert. They do not get very far before they are forced to kill a Cyberman and blow their cover. They decide to go over the roofs to avoid detection. The transmitter is within their sight, but it is surrounded by Cybermen. UNIT arrive and make their way towards the Doctor. The Doctor and Vaughn make their way towards the transmitter pursued by four Cybermen. They climb down a ladder onto ground level to evade them. The UNIT forces encounter a dozen Cybermen and engage them in battle. There are casualties on both sides. The battle ends when the Brigadier orders the UNIT forces to wipe out the Cybermen with a bazooka. All the time Isobel is photographing events. The Doctor and Vaughn have made their way to the entrance to the transmitter, but there are no Cybermen to be seen. Vaughn makes his way up the steps, but it is an ambush. Vaughn uses the Cerebration Machine to kill two Cybermen, but he is killed by the third. The third Cyberman fires at the Doctor three times, but the Doctor evades the blasts. He encounters the Brigadier, who orders the Doctor to duck and uses the bazooka to nullify the Cyberman before going on to the transmitter building. Isobel stops to take a picture of the Doctor. The Brigadier reports to all UNIT forces that the bomb can no longer be delivered, but half the world is still unconscious. They need to destroy the cyber ship, but the Russian rocket is still six hours away. Branwell detects the cyber ship on his radar. It is visible but out of range. The Brigadier is stumped as to why the cyber ship would be getting closer. He wonders if it is to avoid the Russian rocket, but the Doctor suggests it is to deliver the bomb in a different way. The Brigadier asks if Jimmy can turn the missile. He says he can and that impact is in twelve and a half minutes. The Doctor suggests that may be too late. Time passes slowly as they wait for the bomb or the rocket. Branwell sees the rocket approaching the ship, but also sees the bomb being dropped. He raises the missiles. The bomb is thirty seconds from landing. He launches the missiles. They miss. He launches a second set. It hits destroying the bomb. At the same time, the Russian rocket hits and destroys the cyber ship. Later Zoe is modelling again for Isobel. It is her last photo shoot as she has got a job working for a publishing company off the back of her photos of the UNIT and Cybermen battles. The Doctor is finishing his circuits to repair the TARDIS, whilst Jamie is having a check up at the hospital. Jimmy, who is now together with Isobel, says that the Doctor is ready and that they can pick Jamie up and take them all wherever they need to go. Jimmy and Isobel drop the Doctor, Jamie and Zoe off in the middle of a field, much to their bemusement. There is no sign of the TARDIS. The Doctor gropes about for it before he leans against its invisible form. He enters and renders it visible. Zoe and Jamie enter and the machine dematerialises, much to the bewilderment of Jimmy and Isobel. On the planet of the Gonds, a ceremony is underway. The two brightest students, Abu and Vana, have been selected to become "companions" of the Gonds' unseen masters, the Krotons. As Abu eagerly dons his selection robes and enters the Krotons' machine, Thara desperately begs Vana not to go. The Gonds argue with him. She has been selected for the highest honour. Those companions who have gone before have never been seen nor heard from again. The Gond leader Selris, Thara's father, is resolute, stating that Kroton law dictates that she must. The Doctor's TARDIS lands in a desolate area nearby. Jamie immediately notes the strong odour of sulphur whilst the Doctor states that the planet has twin suns. Zoe suggests that they depart, but the Doctor opts to explore. From a clifftop they see the Gond city below. They encounter a metallic crystalline structure with a hatchway similar to the one in the city. Jamie noticed that the smell is stronger. The Doctor is cautious. He identifies the structure as a machine and wants to head back to the TARDIS. As they head off, the door opens, and they hide as a dazed and weary Abu emerges from the hatchway. Before their horrified eyes, he is evaporated by blasts of energy. Thara and Selris argue over Vana's selection. Thara questions if the Krotons even exist. Thara draws a weapon and is soon surrounded by Gonds. The Doctor, Jamie and Zoe enter the city. They are regarded with suspicion; the Gonds have never met strangers before and the area where they landed, the Wasteland, is believed uninhabitable. Meanwhile, the stand-off between Thara and the Gonds continues. Vana wants to go through the door in order to protect Thara. He relents. The Doctor, Jamie and Zoe watch this, and the Doctor tries to stop it, thinking it some kind of sacrifice. The Gonds seize the Doctor and his colleagues for stopping their ritual. As a particularly hotheaded young man named Axus fights with Jamie, Vana rushes into the Kroton machine. Jamie wins the fight with Axus. Selris interrogates the Doctor and his colleagues. The Doctor's description of the death of Abu shocks the crowd, as does the revelation that they have been in the Wasteland. The Doctor, Jamie and Zoe rush back to the Wasteland to rescue Vana, followed by Thara. They all reach the door. The Doctor sets about finding stones and starts blocking the energy beams with rocks. They hide. Soon Vana appears and swoons. The Doctor swoops in with his umbrella up to save her. The gas knocks the stones free, which causes the Doctor's umbrella to disintegrate, but everyone is safe. Vana is near-catatonic. They all set off for Selris' house. Back in the city, the Doctor tends to Vana through hypnosis. Selris tries to make sense of what is happening. Have they always been murdering the selected Gonds? The Kroton machine landed on the planet thousands of years earlier, and the ensuing war nearly annihilated the Gonds and ruined the landscape. Since then, the Krotons have never left their machine. Thara and a band of students sneak into the Learning Hall and interrogate the Curator for information about the Krotons. The Curator states he is forbidden to tell and that they only communicate through messages and, very occasionally, voice. They decide to fetch the Krotons out by smashing their teaching machines. The Doctor and his colleagues learn that the Krotons created the teaching machines to train the Gonds on the laws, science and culture that require their top students to become companions; the Doctor notes this is a form of self-perpetuating slavery. Selris panics about what this means for his society. Beta, their chief scientist, arrives and tells Selris of Thara's actions. Selris worries he will not reach the Learning Hall in time; however, the Doctor states that they can cross through the Wasteland. Selris is reluctant but soon relents. Thara and his gang vandalise the Kroton teaching machines to force them to emerge. They are stopped by a bellowing, mechanical voice ordering them to leave the hall. Thara wants to push on to bring the Krotons out. The Doctor, Selris and everyone else arrive and unarm the vandals and reason with them. Somewhere inside the machine, a check is run on the Doctor. In the Learning Hall a portal opens and a metallic, snake-like object emerges and moves towards the group. Inside the machine all screens display an image of the Doctor. The probe homes in on the Doctor who backs away. The Doctor falls and covers his face as the machine bears in. The device stops when the Doctor shields his face. Zoe notes that the device must use pattern recognition. This is confirmed when the Doctor deliberately lowers his hands momentarily and it comes back to life. A student attacks the device, which vaporises him and then retracts into the Kroton machine. The Doctor notes the apparently limited logic of the device's programming; it seems to think it has completed its task of destroying him. Thara wants to continue destroying the machines, but Selris stops him. The bellowing mechanical voice returns, ordering them to leave the hall. Selris orders the Gonds back. The Doctor checks up on Vana. She is getting better. The Doctor and Zoe note the large gaps in the Gonds' knowledge. They have a great knowledge of chemistry and medicine but no knowledge of electricity. The Krotons apparently are training the Gonds for a specific purpose. They leave Jamie to care for Vana and go look round the Learning Hall. Selris says he will come with them. The Doctor, Zoe and Selris enter the Learning Hall. The Doctor investigates a closed-off chamber running under the Kroton machine, and he and Selris go to investigate. Left alone, Zoe's curiosity forces her to experiment with the learning machines. She becomes enthralled as she operates it. The Doctor and Selris come back, saying it is only the foundations of the machine; however, the Doctor has noticed something is peculiar. Before he has a chance to explain, he notices Zoe on the machine and pulls her off it and berates her. Zoe has a big smile on her face and says that the Krotons are happy with her. The Doctor tries to snap her out of this brainwashed state. Selris notices that she has registered twice as high as the record for a Gond score. Vana wakes up. She begins to babble about a "burning ball". Thara tries to calm her, but she continues to talk about "flashing lights" and her "burning mind". She briefly recognises Thara but then goes back into her reverie. Jamie gives her some pills the Doctor gave him which send her back to sleep. Jamie leaves to tell the Doctor of the situation. The Doctor and Zoe are inspecting one of the walls in the Gond city and find it covered in some kind of crystalline substance. The Doctor states that underground he found that the machine's foundation had a root structure, suggesting the Kroton machine may be organic. A gong sounds, and a message from the Krotons is delivered. Zoe has been summoned to be a companion of the Krotons. The Doctor takes the test himself so as to accompany her. He does not perform as well as Zoe, scoring higher but requiring more questions. The Doctor comes away from the machine stating that he is happy he has pleased the Krotons, before realising he too is becoming brainwashed. The gong sounds again, and the Doctor has been summoned also. The door opens. The Doctor and Zoe have lost a bit of their bravery but edge their way in. As the door closes, Jamie enters and sees his two friends enter the dangerous machine. The Doctor and Zoe find the interior chamber empty, save for two chairs. They sit and are subjected to a force generator that keeps them glued to the spot. The Doctor asks Zoe to hold onto the other end of a chain which may equalise the power load and save them. The machine lights up and bears down on them. Jamie is furious with Selris for allowing the Doctor and Zoe to enter the machine. He tries to get in. The Doctor and Zoe struggle against the machine. They succeed and awake. Zoe notes that the device must convert mental power into energy. They see some bubbling tanks and realise that, whereas the Gonds' mental energy was insufficient, their mental energy set the tanks into operation. The Doctor takes a sample and realises that it is a crystalline slurry for making life. Zoe discovers some pipes on the floor, similar to an astronaut's airlines. They notice something forming in the tanks. As it starts to climb out, the Doctor and Zoe escape. As they do, two Krotons, crystalline bipeds, plug themselves into the airlines and watch them on their scanners. Outside Jamie is still trying to get in. He moves off in search of a crowbar. The Krotons wonder why the Doctor and Zoe are not following the same pattern as the other Gonds. They speculate as to whether the conditioning is failing. The Doctor and Zoe make their way through an elaborate series of pipes and find a photo-electronic circuit that should open the door, but it has been disabled. The Doctor uses a piece of metal he has with him to complete the circuit manually. They door opens, but they realise that they are on the cusp of where the deadly gas vaporises the Gonds. The Krotons watch the reasoning of these Gonds in shock. Zoe decides to risk it, but they should drop down the side of the ramp and escape that way. They do so. The Krotons decide to keep monitoring the Doctor and Zoe whilst also ordering the Gonds to bring them back. They speculate that they are not Gonds. They look in the Learning Hall and see Jamie attempting to enter. He is also not a Gond, but another Gond, Selris, is watching on. They speculate the Gonds are working in alliance with a new race. They decide to take Jamie. The door opens. Jamie, armed with the crowbar, enters. He is immediately gripped by a Kroton. They test his mind. The machine starts, and Jamie is paralysed. He tries to resist. The Krotons realise he has a primitive brain. They state that the machine will destroy him if he does. Jamie slumps to the ground. One of the Krotons determines that Jamie may be able to provide information about the Doctor and Zoe and turns off the mind probe. The Doctor decides to head back to the TARDIS. Zoe questions the safety of Jamie, but the Doctor perseveres. The Krotons question Jamie as to where he and his friends come from. They ask about the TARDIS, and Jamie is forced to answer truthfully by the mind probe. They watch as the Doctor and Zoe enter the TARDIS. Jamie questions if they are heading off without him. The Krotons deliberate whether to destroy the TARDIS. A group of Gonds, led by security chief Eelek, approaches scientist Beta about how to attack the Krotons now that the Doctor and Zoe are presumed dead. Beta is reluctant, not out of fear as Eelek infers, but out of a lack of knowledge. The Krotons have taught the Gonds only what they want for them to know. Beta bemoans the inability of the Gonds to think for themselves and thinks they are just as unprepared and primitive as their ancestors. Eelek is impatient to act against the Krotons. He reveals there has been a vote amongst the counsel of the Gonds and that he has been announced the new leader. They decide not to fire. They question Jamie about the operating principle and the transference interval of the TARDIS, but Jamie cannot answer any of those questions. A Kroton is sent out to investigate. Back in the Gond city, Thara tends Vana. Selris comes and tells of the fact that the Doctor, Zoe and Jamie have entered the machine and that he is going to call a counsel meeting to discuss what to do. Thara is resentful of Selris's apparent inaction and tells him of Eelek's power grab. The remaining Kroton tells Jamie he is to be killed. Thara tells Selris that the Gonds are fed up with talking and want war. Although Selris considers the Krotons enemies, he is more cautious about how to fight back than Eelek. He doubts Eelek's intentions and sees his ambition as more of a power grab. Jamie questions what the Doctor and Zoe are needed for. The Kroton explains that high ability brains are needed for transferring power into the Dynatrope, the Kroton's name for their machine. At the council meeting, Beta openly argues with Eelek. The Kroton tells Jamie that there is no way of destroying a Kroton. They can be rendered into molecular form but will always survive. Jamie is edging towards a weapon that he saw the other Kroton arm himself with. Meanwhile the Doctor and Zoe have analysed the substance that they found in the tank and have discovered that it is tellurium. They have also discovered that the smell in the air is hydrogen telluride. The Doctor wants to extract some of the sulphurous rock that is producing this gas. Zoe fears they are being watched. They are, by a Kroton. Jamie watches on the screen and implores the Doctor and Zoe to get back in the TARDIS. Zoe sees the Kroton, and it orders them to return to the Dynatope. Jamie attacks the other Kroton; it is disoriented. The Kroton is unable to see in the light and has lost contact with the other Kroton; the Doctor and Zoe are able to escape. The other Kroton must ignore Jamie to provide directional data and instructs the Kroton to destroy the TARDIS. The Kroton fires a dispersion jet. Zoe is horrified when the mist clears and the TARDIS is gone, but soon after the Kroton returns to the Dynatrope, the TARDIS re-materialises. The Doctor turned on the HADS (Hostile Action Displacement System) before leaving, and they return to the Gond city. Eelek and his men prepare to attack the Dynatrope directly. Selris enters and demands Eelek stop. Eelek ignores him and leaves with his supporters. Selris has his own plan, which he shares with Beta, to attack the support pillars under the Dynatrope (accessible via the closed chamber in the Learning Hall). He hopes the attack will force the Krotons to emerge so they can be attacked directly. The Kroton tells Jamie that, without high ability brain power, the Dynatrope will expire in three hours. Jamie escapes. The Doctor and Zoe return to find Thara with the recovered Vana, preparing to leave the evacuated city. The Doctor is alarmed when Thara informs him of Selris's plan. He hurries off to the learning hall. Selris is putting his plan into operation. The Doctor stops off at Beta's lab to leave the sulphur and instructions. His alarm heightens when he realises Jamie may still be in the Dynatrope. The Doctor and Zoe rush off, but Thara and Vana stay with Beta. The Krotons notice that their Dynatrope is unbalancing. Selris watches as cracks begin to form in the roof of the base unit of the Dynatrope. The Doctor enters the underchamber, yelling for them to stop. Their efforts cause a massive rockfall. Some of the rubble falls on the Doctor. Thara and Vana head down to the foundations of the Dynatrope. They feel the rumbling. Thara rushes down. Thara joins Zoe and tries to save her, but she refuses to leave without the Doctor. Thara sets off to look for him. Vana finds Selris and tells him that Thara is looking for the Doctor and Zoe. Selris worries for the Doctor. The Doctor is shaken but otherwise unhurt, though several Gonds are injured. Thara is added to the number of injured when a further rock fall lands on his leg. The Doctor and Zoe pull the rock off. Jamie staggers around the tremulous Dynatrope looking for an exit. The Krotons are attempting to readjust their Dynatrope, eventually rendering it stable. They realise that the Gonds have attacked them in association with the Doctor and Zoe. They send out to get them back. Thara has fractured his leg. The Doctor wants to abandon the Learning Hall. Selris joins them and regrets that his actions have not effected the machine at all. The Doctor disagrees and shows that it is leaking and probably not running at full power. Vana provides the Doctor with a small sample of Beta's sulphuric acid. The Doctor is horrified to learn that Jamie is inside the Dynatrope and rushes off. In an effort to escape, Jamie tries to pull the door open but then finds the metal the Doctor used. Eelek and Selris argue over leadership. Eelek blocks all of Selris' ideas and is preparing for war. He attempts to arrest Selris, but all are distracted when a Kroton emerges from the Dynatrope, demanding the two high-brains (the Doctor and Zoe) be returned. Their minds are needed to produce energy to repair the drive mechanism, and the Dynatrope is quickly running out of energy. The Kroton kills a Gond and says they have fifteen minutes. Eelek promises that they will comply. Through trial and error, Jamie manages to open the door a crack Eelek and Selris argue. The opportunistic Eelek realises that if they are captured, the Krotons will leave, though Selris suspects that the Krotons will destroy the Gonds regardless. The Doctor and Zoe discover Jamie stuck in the door and pull him out, narrowly avoiding the gas. The Doctor checks Jamie is OK and sends him off to Beta to prepare more acid before rushing off. Vana and Selris decide that what Eelek is doing is unfair and that the Doctor and Zoe should be warned. Jamie aids Beta in the construction of the acid — although neither really know what they are doing. Vana and Selris come up with a plan. Selris is to distract the guards, whilst Vana escapes and warns their friends. This plan is foiled, and as Vana is brought back, the bottle of acid falls from her. Selris picks it up. The Dynatrope will power down in 27 minutes. Eelek and his men capture the Doctor and Zoe as they enter the city. The Krotons watch this. They now have 22 minutes. As they are forced into the machine, the Doctor tries to reclaim the acid from Van, but she no longer has it. The Krotons decide not to destroy the Gonds yet as it will use up power. Vana asks Selris if he has seen the acid. Selris realises what has happened and jumps into the Dynatrope as the door closes. The Doctor and Zoe come face to face with the Krotons. As Selris appears and gives the acid to the Doctor, he is destroyed by a Kroton. The Krotons begin their take off. They have twelve minutes. Zoe suggests they should stall for time, but the Doctor points out that if the machine powers down it will explode and destroy the planet. The Doctor manages to get the Krotons to explain that they need four brains working in tandem to power the ship. There used to be four Krotons, but two got destroyed in a space battle. This forced them to land on the planet of the Gonds and go into perpetual stability whilst they train the Gonds to assist them. During this story the Doctor surreptitiously hands the acid over to Zoe. There are now nine minutes. Jamie and Beta make their way down into the basement of the Learning Hall carrying a huge cauldron of acid. Eelek tells him that the Doctor and Zoe have reentered the machine. Jamie confronts Eelek for forcing them into it. The Gonds are evacuating the city as it will be destroyed when the Dynatrope leaves. Jamie, Beta, Vana and Thara stay. The Krotons order the Doctor and Zoe to put headsets on as there are only six minutes left. As the Doctor distracts the Krotons, Zoe pours the acid into the tank into which their airlines are connected. The Doctor and Zoe stall for time but are eventually left with no option other than to put the headsets on. Just at the last minute, the Krotons begin to feel the effect of the acid. They fire their weapons, forcing the Doctor and Zoe to duck. When they emerge, they see the Krotons are dissolving. The Dynatrope also seems to be disintegrating. Jamie, Beta and some more Gonds are pouring acid into the Dynatrope. They are joined by the Doctor and Zoe. They watch as the machine melts. The Doctor, Zoe and Jamie sneak away. Thara vows he will deal with Eelek, and Beta says he will become the true scientist he wishes he could be. He is only disappointed when he realises the Doctor isn't around to aid him. In the Wasteland, the TARDIS dematerialises. At the T-Mat control centre, Miss Kelly, the manager of the centre, is infuriated by one of her subordinates. Fewsham is in charge of the Moon Centre and is delaying traffic to Moscow through his ineptitude. Osgood arrives to release Fewsham, enters a T-Mat booth and disappears. On the Moon, Osgood berates Fewsham for his sloppy work. As Fewsham leaves for Earth, the alarm to the outer door air locks sounds and screaming is heard inside the base. They open the door to reveal panic. Osgood orders everyone to stay still as a creature moves towards them. Harvey, one of the technicians, breaks ranks and runs. He is killed by the creature. The delay at the Moon Centre is noticed on Earth. No contact can be made. Osgood refuses to co-operate with the creatures but is given no choice. He is led over to the machine and begins to operate it. The machine begins to smoke. Osgood announces, with a smirk, that the circuits have overloaded. Osgood is killed. Kelly desperately seeks the cause for the lack of communication from Moon Centre but there is no damage anywhere. Kelly's superior Radnor is putting pressure on her to sort it out. The TARDIS lands. The Doctor turns on the scanner to see a rocket outside. He redirects it and sees a space helmet bearing the legend CCCP. Initially the Doctor is confused, as the rocket comes from the 21st century whereas the space helmet is from the 1960s. He turns the scanner again to reveal a machine designed by Leonardo da Vinci. He realises that they are in a museum and they go out to explore. As they look around, Zoe operates a video about the T-Mat. The T-Mat is a way of providing instantaneous travel from any point through means of dematerialisation that is faster than light. They look up from this video to find a man pointing a gun at them. The creatures at Moon Centre are putting pressure on Fewsham. He says the only person that can help now is Kelly on Earth, but there is no way to get there or contact her. The creature says he will destroy them all. Desperately, Fewsham remembers the emergency T-Mat link, but he discovers that that is damaged too. The creatures say they want it repaired by the time they get back. Locke, an engineer, argues with Fewsham, who is trying to fix the T-Mat. He argues that he is allowing the aliens means of getting to Earth, but Fewsham is fixated on survival. Kelly has figured out that the issue must be at Moon Centre. Radnor is losing patience with Kelly as he himself is now under government pressure. Kelly states that with T-Mat down there is no way to get to Earth other than by rocket, which are all scrapped now. Radnor realises that this isn't quite true. The armed man questions the Doctor and his colleagues as to why they are here. He says he is Professor Eldred and that people come to his museum only to laugh at him, trespass or steal. The Doctor doesn't understand why such a collection would be spurned. Eldred states that ever since the advent of T-Mat rockets are a thing of the past and that nobody travels for adventure anymore. Eldred and the Doctor get caught up talking about rockets, and Eldred states he used to be a designer of rockets for the government. Fewsham is trying to get Locke to help him fix the emergency T-Mat, but Locke decides to fix the video link instead. Fewsham objects. At the museum, the alarm at the main door goes off, and Radnor and Kelly enter. Initially, Eldred assumes the Doctor and his colleagues are spies working for Radnor, but when he doesn't recognise them Eldred backs down. Radnor and Eldred used to work together, but Radnor gave up designing rockets when the T-Mat system was in its infancy. Radnor states that he knows that Eldred has been building his own rocket for an unauthorised space flight. Eldred expects to get into trouble for this but is shocked to hear that the government will subsidise the building of this as long as he goes to the Moon. Radnor wants to know how long it would take. Eldred refuses to comply. Locke fixes the video link and sends an emergency message to the T-Mat Control Centre. The emergency message is put through to the museum. Locke states that there is an emergency and that Osgood is dead but is cut off. At the Moon Centre, the Ice Warrior leader, Slaar, has pulled the back out of the video link and has another Ice Warrior kill Locke. In the aftermath of Locke's murder another engineer, named Phipps, escapes. Fewsham defends himself to the Ice Warriors, saying he had no idea of Locke and Phipps' plan. Slaar orders him to fix the emergency T-Mat link. Radnor, Kelly and the Doctor try to convince Eldred to let them use his rocket. He refuses, saying it is only partially prepared. Radnor offers any assistance he desires, but Eldred still refuses. Eldred is seemingly disappointed that he himself cannot go. The Doctor, Jamie and Zoe want to help but cannot, the TARDIS not being accurate enough for such journeys. Instead, the Doctor offers himself and his colleagues as crew for the mission. Eldred still declines. A call comes for Radnor. The world is going into panic over the lack of T-Mat. Radnor tries to convince Eldred that he can remedy all this. Radnor sends for his men. The rocket will be used even without Eldred's consent. The Ice Warriors are still searching for Phipps. They approach the solar energy storeroom. Phipps is hiding inside. An Ice Warrior enters, looks round, doesn't see Phipps and leaves. Kelly is dubious about the credentials of the Doctor and his colleagues. Radnor assures her that in the briefing the Doctor and Zoe had more knowledge on space travel than Eldred. Kelly questions Jamie's involvement. Radnor asks the Doctor if Jamie should go, but Jamie kicks up a fuss. Eldred points out that they only have enough fuel for a one way journey and will have to refuel on the moon. Furthermore they only have food and water enough for three days. Kelly wants to go with the Doctor and Zoe, but Radnor blocks her. An Ice Warrior watches over Fewsham. He is nearly finished. Slaar states that Earth is there for the taking very soon. In the solar energy storeroom, Phipps is putting some equipment together. He unearths the solar power line. Kelly, Radnor and Eldred prepare the launch. The Doctor's principle objective is to re-establish video contact with Earth so Kelly can help fix the T-Mat. They are three minutes away from launch. Inside the rocket, Zoe and the Doctor prepare Jamie for the effects of the G-force. As the launch edges closer, Eldred is very concerned. The rocket launches. Eldred marvels at the sight. This soon slips into panic when the video link between the rocket and launch control is dead. They try a video link. The Doctor, Jamie and Zoe do not answer immediately as they have yet to activate automatic gravity control. As soon as they do, Zoe radios in. There is concern as the communication circuits have blown and are smoking. Fewsham has finished. Slaar orders him to activate the link but on receive only. T-Mat control contact Kelly and Radnor to state that they now know the issue is on the Moon but are shocked when they see that there is now an activation between the Earth and the Moon. Kelly goes to join them. Radnor objects, but Kelly blocks him, saying that she will go over his head if necessary. Phipps has completed his machine and activates the solar power line. Fewsham is sat disconsolate as the T-Mat glows and receives Kelly and two other technicians. He tells her that Osgood contracted space madness, killed Locke and went out into space with no suit on. Fewsham says he sedated Phipps because of his panic. Kelly sets about fixing the T-Mat. Slaar and another warrior watch on. They decide to continue to seek out Phipps. Phipps has constructed a primitive radio. He tries to contact Earth. There is no response. He tinkers with it and tries again; still no response. In the rocket, they have now lost all communication with Earth. They decide to try to lock on to the homing beam that will help them to land on the Moon. Jamie is worried that this might not work, but the Doctor assures him it is controlled by solar power so will not be affected. They activate it and start to receive the beam. Phipps tries communicating again, but an Ice Warrior approaches him from behind. Just as it reaches out its hand, Phipps flicks a switch which turns his machine into a weapon, evaporating the Ice Warrior. He flicks it back and tries contacting him again. Behind him the light indicating the activation of the homing beam is now off. The Doctor, Jamie and Zoe panic now they have no homing beam. They will either crash or drift on endlessly through space. Phipps attempts to contact Earth again, to no avail. Zoe figures out that within five months and ten days their rocket will be sucked into the Sun; Jamie points out that that is irrelevant as they only have food and water enough for three days. The Doctor picks up Phipps' signal and contacts him. Phipps tells the Doctor of the invasion. Kelly gets the T-Mat working again and is about to head back to Earth when she and her team are ambushed by Ice Warriors. One of the engineers makes a run for it and is killed. The other tries to attack an Ice Warrior and is also killed. The team on the rocket are waiting until the ship is on the right side of the Moon so as to contact Phipps again. They discuss the manner of the alien invading the Moon. Phipps described them as biped, reptilian and wielding a sonic device. Jamie and the Doctor decide it must be the Ice Warriors seeking a new home on Earth. Phipps' signal returns. The Doctor asks for his help in landing. Phipps refuses, saying that it is too dangerous; instead the Doctor should contact Earth or return to inform them. When the Doctor states he can do neither of those things, Phipps complies. The Doctor tells Phipps he intends to adapt the homing equipment to track his radio signal. By the time this has been done and Zoe has calculated the approach trajectory, there are only 17.5 seconds until they need to land. The crew adopt landing positions. As they begin their descent, the signal dies. The Doctor tries to land manually. In the solar energy storeroom, Phipps tinkers with his equipment. The Doctor successfully locks back on to the radio signal and the rocket lands. Zoe and Jamie are to remain on the rocket and refuel while the Doctor sets off to find Phipps. Jamie is tasked with keeping an eye on the refuelling, while Zoe goes to look at the motors. Fewsham informs the Ice Warriors that all cities are now operational from the Moon. Kelly tries to stop Fewsham. Kelly questions the Ice Warriors as to their plan; if they use T-Mat, they will be met with the resistance of all the armies in the world. Slaar informs her there will be no resistance. Fewsham asks what the fate of himself and Kelly will be. He is told that they will remain alive while they are useful. Kelly says she will never help them. The Doctor has made his way to the solar energy storeroom, where he is nearly attacked with a spanner by Phipps. The Doctor tries to get as much information as he can from Phipps. He learns that there aren't many Ice Warriors, but they are deadly. The Doctor states his plan: he is to destroy T-Mat. He contacts Jamie and says he will bring Phipps back to the rocket once he has destroyed T-Mat. Jamie informs Zoe of the Doctor's plan. Zoe tells Jamie that the rocket motors aren't functioning and that they will need T-Mat to return to Earth. They try to contact the Doctor, but there is no response. They set off to find him. Phipps and the Doctor make their way to the centre of the Moonbase. They encounter an Ice Warrior accompanying Kelly. The Ice Warrior pulls its weapon on Phipps and the Doctor, who run. Kelly escapes too. The Doctor is pursued relentlessly by the Ice Warriors and is eventually trapped. He suggests that he be taken to their leader as he is a genius and can be useful. The Ice Warriors comply. Jamie and Zoe sneak through the corridors of the Moonbase. They hear a noise and hide. It is an Ice Warrior. Once they think they have eluded it, it turns and approaches them. They run and hide. It has pursued them but passes them by this time. They continue their search for the Doctor. Slaar is giving orders to Fewsham. He is to prepare the T-Mat to deliver a cargo to Ottawa, Oslo, Stockholm and Hamburg. The plan is interrupted by the Ice Warriors returning the Doctor. Slaar dismisses the two other Ice Warriors and orders them to find Kelly. Slaar questions the Doctor and asks him how he got to the Moonbase. The Doctor evades answering, but Fewsham says there is no such thing as rocket travel anymore so he must have been here the whole time. The Doctor plays on this and asks how they can be sure of this and that Earth could be preparing a whole fleet of rockets to attack the Ice Warriors. The Doctor asks what the Ice Warriors' plan is as there are too few of them to conquer Earth. Slaar ignores him but orders another Ice Warrior to prepare the seeds and then orders that all the humans are to be guarded. The Doctor asks Fewsham why he is helping the Ice Warriors before informing him sternly that he is going to help him now. Jamie, Zoe, Phipps and Kelly have all met up in the solar energy storeroom, where the latter have informed the former of the Doctor's capture. Jamie talks about his previous encounter with the Ice Warriors and that their weakness is heat. Kelly says that the heating system is at the centre of the Moonbase where many Ice Warriors are guarding. Phipps comes up with a plan to use the maintenance tunnels. The grate of the tunnel is rusted closed and may take some time to remove. Jamie implores him to hurry as time is something the Doctor doesn't have a lot of. The Doctor and Fewsham have hatched a plan, but Fewsham is reluctant to execute it. Eventually he goes along with it. He acts as a decoy to distract the Ice Warrior guarding them, whilst the Doctor goes to investigate the seeds. He is caught by Slaar, who orders him to open the case. He removes what appears to be a seed pod. It swells in the Doctor's hands and bursts, knocking the Doctor to the ground unconscious. Zoe sees an Ice Warrior approaching the solar energy storeroom. Jamie uses a crowbar to jam the door closed but the Ice Warrior is forcing his way in. Phipps and Kelly desperately try to switch the radio into its weapon state whilst Jamie holds the door closed. Jamie lets the alien in, and it is destroyed. An Ice Warrior puts one of the seed pods in the T-Mat cubicle. Fewsham is ordered to prepare transport to London. Radnor and Eldred are told that big cities are on the point of starvation due to the lack of T-Mat deliveries. Fewsham is ordered to activate the transport. The seed pod disappears. The seed pod appears in London. Radnor's joy at the T-Mat working again is replaced with puzzlement at the sight of the seed pod. An engineer named Brent goes to pick up the seed pod, and it begins to swell. The seed pod bursts, causing all three men to stagger back. Brent, who is closest to it, has been killed. Radnor orders the air conditioning to be set to expel and orders an immediate autopsy of Brent. When questioned as to what could have happened, Eldred says it reminds him of the way some plants reproduce and spread their seeds. Slaar is having Fewsham send the pods to Ottawa, Oslo and Hamburg. In the solar energy storeroom, Kelly is attempting to fix the weapon whilst waiting for Jamie and Phipps to return from the vent. Jamie and Phipps emerge from the vent by the centre of the Moonbase. They see Fewsham and the Ice Warriors transmitting the seed pods. They worry as to the whereabouts of the Doctor. Radnor and Eldred receive news of seed pods in sixteen more cities, causing six more deaths. Eldred wonders if there is a pattern to where the seed pods are appearing. Radnor receives the autopsy report back, and it is revealed that Brent died of instant oxygen starvation — a contradiction in terms. Eldred worries that the gas that caused this is now out in the air in London. Outside in a park, foam is forming. The Ice Warriors have finished dispelling their pods. Fewsham asks after the Doctor. Slaar asks if he is still alive, and Fewsham says he is. Slaar says that is unusual. They order Fewsham to drag the Doctor to the T-Mat capsule. All this is watched by Jamie and Phipps through the grille. The Ice Warriors order Fewsham to send the Doctor between the Moon and the Earth. Jamie and Phipps move round to the tunnel alongside the T-Mat cubicle. Fewsham says he can't kill the Doctor. Slaar points out his sending of the seed pods has killed his whole species. Fewsham refuses, but Slaar threatens him with his life. Fewsham says it will need reprogramming. Jamie and Phipps have made it to the side of the cubicle. Slaar hurries Fewsham. Jamie and Phipps remove the grille between the tunnel and the cubicle only to find another. Fewsham says he is almost ready. Slaar tells him to operate the T-Mat. He refuses, but they force him. Fewsham turns to see the Doctor gone and loses his mind. Slaar tells him to prepare to dispatch to London. Slaar approaches another and reminds him of his mission. Fewsham says he needs to reprogramme the T-Mat again. The Doctor is saved by Jamie, who heads off back to the solar energy storeroom with him. Phipps heads off to the heating controls on the next level up. Two Ice Warriors are guarding it. He slowly removes the grate but finds he can't fit through the vent. The foam in the park has now taken over a large area and is spitting and fizzing. Radnor has received the autopsy reports of all killed by the gas - they all died of immediate oxygen starvation too. He receives a report of a vegetable blight in parks, anc foam covering acres of land in minutes and wind spreading the foam. As this report is read out an Ice Warrior appears in the T-Mat capsule and rages terror over the control centre, slaughtering all the guards who try and shoot it. In the Moonbase the leader of the Ice Warriors steps up the search for the missing humans. Phipps has returned to the solar energy storeroom and says there is no way he can reach the heating controls. Zoe says she will do it. Jamie tries to block such a dangerous mission, but Kelly sanctions it. Zoe and Phipps head off. The Ice Warrior on Earth makes his way through the foam. Radnor and Eldred puzzle over where the creature could be going and what its purpose might be. The Ice Warrior comes across some men spraying the seeds. As the foam covers them, the Ice Warrior kills them. Phipps and Zoe have got lost in the tunnel system. Phipps starts to crack up. A security guard reports to Radnor and Eldred about the whereabouts of the Ice Warrior but is killed immediately. Radnor orders all men to trail the creature. Eldred says it is madness and that he is only threatening more of his men. Eldred realises that all of the cities where the seed pods have appeared are in the northern hemisphere and therefore experiencing winter. Meanwhile, the Ice Warrior is making his way through the park with great purpose. Phipps still can't remember which way to go. Zoe reveals she can picture the map that the Doctor showed her and leads the way. Phipps is sceptical but they get to the centre of the Moonbase. An Ice Warrior is guarding the controls. Back in the solar energy storeroom, Kelly and Jamie worry about the whereabouts of Zoe and Phipps when they are interrupted by an Ice Warrior. They hide, and when the Ice Warrior is in the line of fire of the weapon, Kelly operates it — but nothing happens. The Ice Warrior starts to leave but turns and approaches the table where the Doctor is lying with a sheet covering him. Fewsham is complaining to the Ice Warrior guarding him but sees Phipps and Zoe undoing the grille. He acts as a decoy to the Ice Warrior, leading him over to the T-Mat capsule so he can fix it. Zoe sneaks in and reaches the heating controls. She cannot move it initially but soon turns it. The heat begins to rise. The Ice Warrior turns. Phipps calls out to warn Zoe. The Ice Warrior kills Phipps and starts to approach Zoe. Zoe screams to Fewsham for help. As the Ice Warrior approaches Zoe, Fewsham intervenes. The Ice Warrior beats him off but is affected by the heat before he can kill either of them. Fewsham tells Zoe that the T-Mat is now working and he can get them all to Earth. Zoe runs off to tell the rest. The Doctor wakes up as the Ice Warrior approaches him. Jamie jumps out and knocks the Ice Warrior's weapon from his hand. A fight ensues between the Ice Warrior, Kelly and Jamie. As it looks like the Ice Warrior is about to overpower them, the heat affects it and it collapses to the ground. The Doctor catches up on what has been happening. Zoe returns and explains all that has happened. They head to T-Mat control. Sir James Gregson, the United Nations' plenipotentiary in charge of T-Mat, has visited Radnor's London base. He is highly sceptical of Radnor's report and thinks he is at fault for all that has gone wrong. The earthbound Ice Warrior has made its way to the Weather Control Station. Once inside it kills the scientist in charge and sets the weather control unit to dry before disabling it. The Doctor and his colleagues have arrived at the centre of the Moonbase. Fewsham says he will send them all back to Earth before joining them using the time switch. The Doctor, Jamie and Zoe go first. As soon as the Doctor and his colleagues arrive they are cross examined by Radnor. This is only heightened when Kelly arrives. When Fewsham does not arrive, Kelly states it is proof positive that he is still working for the Ice Warriors. The Doctor wonders why he let them escape. On the Moonbase, Fewsham hears Slaar coming and pretends to be unconscious. Slaar reels in and gropes for the heating control. Once back to normal, Fewsham says he was attacked by the Doctor and his colleagues because he did not want to accompany them. This endears him to the Ice Warriors. They tell him of the second stage of the invasion: a fleet to arrive on the Moon. The Doctor explains how everything is linked together. He wants to experiment on the foam. Kelly, Zoe and Jamie discuss the motives of Fewsham whilst Kelly is trying to fix T-Mat. Whilst fetching the foam, a seed pod bursts, causing the Doctor to cough and gasp for air. Kelly has come up with a plan. They can bypass using the Moon as a relay by using a specially designed satellite that they will launch. The Doctor has discovered the foam is an organic substance that reduces the oxygen content of the atmosphere by twenty times — the exact same atmosphere as Mars. The foam in the test tube starts to swell. The Doctor tries to find an antidote for this process by wildly throwing substances on it. Finally one works. Jamie and Zoe puzzle as to why only one Ice Warrior was sent. This is interrupted by the Doctor reporting by video link. He tells them that the antidote for the foam is water. He tells Zoe to tell Radnor to send an envoy to the weather control unit and get them to create as much rain as possible. The Doctor signs off. Zoe and Jamie try to locate Radnor, but he is in a meeting. Zoe decides to go it alone. Jamie is sceptical but goes along. On the Moonbase, the Ice Warriors deliver a communication unit which is connected to the solar batteries from the base which will transmit a directional beam signal to their fleet. Zoe and Jamie arrive at the Weather Control Station, avoiding the foam encroaching on it. They close the door behind them. They discover the scientist lying dead and the weather control unit destroyed. The Ice Warrior approaches, forcing Zoe and Jamie to hide. The Grand Marshal of the Ice Warriors asks of the plan's success. His fleet is approaching. Fewsham activates the video link with Earth, covertly. On Earth they are preparing for the satellite launch when the video comes through. The Doctor orders they record what is being transmitted. They watch as Fewsham insists they test the beam and says out loud how any inaccuracies in the transmission will cause the fleet to overshoot into the gravitational pull of the Sun. Slaar discovers the video link open, kills Fewsham and shoots the camera. The Doctor orders the cancellation of the launch of the satellite. They will adapt it and use it to transmit the beam that they recorded so as to confuse the fleet. In their joy, it is discovered that the message that the Doctor gave to Zoe has not been communicated. They realise that Zoe and Jamie might have gone to the Weather Control Station themselves, the last known location of the Ice Warrior. The Doctor rushes out. Foam subsumes the Weather Control Station as the Doctor approaches it. The Doctor carefully makes his way through the foam. He reaches the door to discover it locked. He beats at the door as the foam begins to engulf him. On the point of discovering Jamie and Zoe, the Ice Warrior is distracted by the Doctor's shouts. The Doctor falls into the foam. A bubble of noxious gas begins to grow just by the Doctor's face. Jamie distracts the Ice Warrior drawing it away from the door. The Doctor is still outside being consumed by foam. Zoe has reached the door and pulls it open just in time. The foam flows in before she can close the door. Zoe tells the Doctor of the Ice Warrior. Jamie has been cornered by the Ice Warrior, who fires his weapon at him. He ducks out the way and runs, locking him in the room. He meets up with the Doctor and Zoe as the Ice Warrior frees itself by blasting through the door. They seek refuge in the solar energy room, which has a radiation door to keep the Ice Warrior out. They activate it just in time. They set about making a solar energy weapon like the one that Phipps created on the Moon. Outside the Weather Control Station security guards are spraying the foam so as to access the building. They reach the door, enter and encounter the Ice Warrior. Many of them are killed. The Doctor has replicated the solar energy weapon. They hear the gun fire and open the door to kill the Ice Warrior. It has gone. They use some cabling so as to extend the weapon further. The guards are starting to retreat, pursued by the Ice Warrior. More are killed. The Doctor sets out in pursuit of the Ice Warrior. He finds it, gives the word to Zoe to flick the switch and kills the Ice Warrior. Radnor is impatiently waiting at the base for news. The Doctor videos to say all is OK and that there is some damage to the weather control unit, but he is looking into it. Kelly's satellite is ready to launch. She replicates the homing beam signal before transporting it to the launchpad in the curio that is a "petrol car". The Doctor sets about fiddling with the weather control unit. The Grand Marshal of the Ice Warriors is furious with his Ice Warriors on the Moon for killing Fewsham, the only person who could have used the T-Mat controls. Slaar promises to find another human. The invasion plans are finalised. The Doctor fixes the weather control unit and sets about the process to make it rain. Before leaving the Weather Control Station, he wants to customise the solar weapon. The satellite has been successfully launched. The Doctor enters with a portable solar weapon. He says he is going to T-Mat to the Moon and turn off their homing beam so as to confirm the doom of the Ice Warrior fleet. He heads off. Once on the Moon, the Doctor sneaks out and kills the Ice Warrior guarding the transmitter. He begins to tinker with it when he is interrupted by two Ice Warriors. The Doctor surrenders. They destroy his weapon. Just before they destroy the Doctor, Slaar asks him if he can operate T-Mat. He is unsure but agrees so as to save his life. Back on Earth, everyone is worried as to why the Doctor has not returned. The Grand Marshal says the fleet are entering the gravitational field of the Moon. The Ice Warriors tell the Doctor that, on their arrival, the fleet are to be T-Matted to Earth. On Earth everyone watches the radar. They watch as the fleet veer away from the Moon and towards the satellite. Jamie is still concerned about the Doctor and whispers to Zoe. She is to T-Mat him to the Moon to help the Doctor. The Grand Marshal reports to the Ice Warriors that their plan is unravelling and that they are heading towards the Sun. They cannot use their retroactive rockets as they do not have sufficient fuel. Slaar turns on the Doctor, who explains that the beam was only transmitting as far as the room and nowhere else. Slaar states that Earth is still doomed due to the foam. The Doctor tells him about the rain he has produced. Slaar orders the execution of the Doctor. He is distracted by the arrival of Jamie. Jamie leaps over the control unit and tackles an Ice Warrior as the Doctor directs the weapon of another Ice Warrior at Slaar, killing him. Jamie and the Doctor then hook the solar weapon up to the panels in the wall and kill the last remaining Ice Warrior. They return to Earth. On Earth rain has destroyed the foam, T-Mat is returning to normal, they have gained control of the weather and the UN congratulate Radnor. Eldred tries to convince Radnor and Kelly that they should always have rockets on stand by in the future. He turns to the Doctor for his opinion, but he is gone. A soaking wet Doctor, Jamie and Zoe reach the museum and return to the TARDIS. When Zoe asks where they are going now, Jamie states the man on the Moon knows better than the Doctor. A ship docks with the Alpha One government beacon. A man enters the airlock between the ship and the beacon. He is followed by two space suited engineers who are carrying equipment. The man operates a control and a hatch opens. The engineers go through the hatchway and out onto the beacon. Once in space, they begin fixing something onto the hull of the ship. The man, Dervish, reports to his superior, Caven, that the engineers are operating. The two engineers come back inside the beacon, and the group returns to their ship. The ship undocks from the beacon. After a moment, the beacon explodes. On the government ship, V41-LO, Major Ian Warne reports to his superior, General Nikolai Hermack, that they still cannot locate the beacon. Hermack says it is not a mechanical failure but due to the metal with which the ship is made, argonite, the most expensive mineral in the world. Hermack relays this information over to the ship. Throughout the spaceship, the personnel are all listening intently. They are to abandon their mission, guard the beacons, and catch the criminals who are breaking them up for wealth. Hermack flicks a switch on the control panel to end his transmission. Hermack and Warne plan their strategy. There are 17 beacons overall, but four are in the Pliny System. It is there they will try. The pirate ship docks with Alpha 7. Dervish is worried about the Space Corps, but Caven states they are too busy with three wars to deal with pirates. Dervish operates the hatch control. He signals for the engineers to go through the hatchway. Dervish says he used to work for the Earth government and knows how strongly they take issues such as this. Caven slaps the bulkhead and says that the risk is worth it. On the government ship, they are scanning the radar. Hermack is using a communicator to marshal the strategy. Hermack stands up and moves across to the chart table. They have based themselves near the planet Ta, headquarters of a mining company. They hope they will catch the pirates docking there for rest and recreation. They are notified of an unexpected ship by Alpha 7. They head off to catch it. As they approach, the ship undocks. They pursue it. As they do, they realise they have picked up the signal of some UHF demolition equipment. The Alpha 7 explodes. Hermack orders that they track the ship. It will take three hours to catch up, and the ship is accelerating at twice their capabilities. Their scanner is blocked by the pirates. They stop the pursuit. Hermack says that they are blowing the beacon into small chunks and shooting it across space to a predetermined drop off point. The only solution is to man the beacons. Lieutenant Joe Sorba enters beacon Alpha 4. He is followed by Major Warne and four Space Corps guards. Warne sets up his radio and leaves him, saying that they will see him in six weeks. Warne then gives him a transmitter and says if there's any trouble, activate it. Warne comes through the airlock and onto the bridge. They head off to their next beacon. Warne tells Hermack that he gave Sorba orders to shoot any unknown person on Alpha 4 on sight. The TARDIS materialises on Alpha 4. A guard reports to Sorba that he heard something in the computer bay. Sorba and the guards rush off to investigate. The Doctor emerges from the TARDIS, saying he is not where he thought they would be. A piece of machinery catches his eye, and he goes to investigate. Zoe wants to explore, but Jamie wants to leave. The Doctor says he has nothing to worry about as the machine is designed to be operated remotely, so there is no one there. The Doctor wants to explore. He opens the door, and suddenly Sorba and the guards appear at the hatchway. As the travellers flee, Jamie slams the hatch shut behind them. Sorba and the guards fire at the door. The Doctor and his colleagues run. Sorba pursues, reiterating the order that they are to shoot to kill. The pirate ship docks on Alpha 4. They hear the gunfire as soon as they board the beacon. Caven orders for the crew, and Dervish rushes back onto the pirate ship. The Doctor, Jamie, and Zoe enter the corridor. The Doctor puts a locking bar across the hatch. Zoe wonders why they would shoot at them. The pursuants begin cutting through the door. The travellers move deeper into the beacon, leaving the TARDIS further behind. They reach a dead end. Sorba and the guards are ambushed by Caven. They are all shot down, but Sorba manages to activate the transmitter. V41 registers the transmitter and heads off. Sorba is lying on the floor. Caven nudges him with his foot. He is still alive. Dervish states he knew they shouldn't have carried on and wants to run. Caven bends down and picks up the transmitter lying by Sorba. He orders the destruction of the beacon just the same. He destroys the transmitter. The emergency signal continues for a moment, then stops abruptly. V41 is still two hours and twenty minutes from Alpha 4. Caven mocks a now conscious Sorba. Sorba asks about the decoys sent ahead, meaning the Doctor and his colleagues. Caven says he has no idea what he means. Dervish comes down the corridor. The charges have been fixed. Caven gestures to Sorba. If he can walk, they are to save him; if not, he dies. Caven fires his gun at the control of the door that leads to the corridor where the Doctor and his colleagues are before they head off. The Doctor and his colleagues listen for noise. There is nothing. They are confused as just minutes before, they were being chased. The Doctor touches the door, but it burns his fingers. They begin to hear noises on the hull of the ship. The travellers stop and listen. Outside, the engineers are placing the charges on the ship. The Doctor and his colleagues decide to head back to the TARDIS. Zoe operates the door control, but the door does not open. Jamie tries the door, then throws all his weight into it. The Doctor joins him, but they cannot move it. They are prisoners. The pirate ship undocks from Alpha 4. The ship's movement is registered on the V41. They are still 90 minutes away. Alpha 4 begins to break up. The Doctor, Jamie, and Zoe are thrown around the disintegrating beacon. The government ship attempts to track the pirate ship, but the pirates block their signal. Hermack gets cross and storms off. Warne says that if they found where the pirates are based, they could lure them in. Warne asks Hermack if Sorba and his men are still alive. Hermack believes everyone on the beacon must be dead. On the beacon, the Doctor and his colleagues are unconscious. On V41, the radar picks up a ship that is barely moving. It is an old trading ship. On the trading ship, LIZ 79, a lone man sets about making his breakfast on his failing ship. The solar toaster doesn't work, and when the lights flicker, he has to bang the unit with a spanner. Hermack radios in. The man tells him to go away. Hermack asks for his registration details, and the man says he lost them thirty years ago. The government ship identifies the man as Milo Clancey. Clancey tries to shake Hermack off, but Hermack sends a boarding party and tells Clancey not to resist. The Doctor wakes up. He tries to rouse Jamie and Zoe but cannot. He drags an oxygen canister over to them. A guard has been sent for Clancey. Hermack tells Warne he is a mining prospector; prospectors historically do not like Space Corps as they were operating before the Space Corps were set up. When Clancey arrives, Hermack asks him why he is here and why he's not reported in. Clancey says that he hasn't reported to anyone for the last ten years. When it comes to why he is here, he states that the Space Corps should have read his last two reports. He has lost his last two hauls of argonite to the pirates and has taken to tracking them down himself. When Hermack says that is their aim too, Clancey is scathing. The technology possessed by the pirates is far superior to what the government has. Jamie and Zoe are now conscious and are helping the Doctor find out what has happened. They are on just a shard of the beacon and separated from the TARDIS. They realise that the men they saw must have been defending the beacon. When Zoe says they are floating aimlessly in space, the Doctor disagrees. They have a rocket attached to them and are floating in perfect tandem with the rest of the beacon. He is distracted by a sound. Hermack dismisses Clancey. Warne feels this is premature and that he is in some way affiliated with the pirates. Hermack agrees and says that is why he let him go. The Doctor has unscrewed a panel and is investigating the technology beneath. Zoe is despondent. She tells Jamie it will be mere hours before they run out of oxygen. Hermack arms a smaller ship called a minnow with missiles, and Warne sets off in pursuit of Clancey's ship. Hermack goes to land on Ta. The Doctor and his colleagues are having to conserve oxygen. The Doctor says that the machinery is a solar powered magnet that creates a force field that used to hold the beacon together. The Doctor says if he reactivates that, he could pull this part of the beacon together with the next piece until they reach the TARDIS. Zoe raises the possibility that the next piece might be a polar opposite to the piece they are in, which means the reactivation will push them deeper into space. The Doctor tells her to not be so pessimistic. On Ta, Hermack is socialising with Madeleine Issigri, the head of the Issigri Mining Company. He tells her of his involvement with Clancey. Clancey was involved with Issigiri's father in a business capacity, and when the partnership broke up, he was linked with the murder of Dom Issigri. Hermack speculates it is this that led him to piracy. The Doctor and his colleagues are struggling due to the lack of oxygen. They try the magnet, but Zoe's fears are met. The force is so strong that the Doctor can't turn off the machine for some time. When he finally does, they have shot further into space and are too far away from the rest of the beacon to start again. They are floating hopelessly in space. Hermack receives a report from Warne that Clancey is zoning in on a section of the Alpha 4 beacon. Hermack claims this as proof he was right about Clancey. He gives orders to arrest Clancey and, if he tries to escape, to use the missiles. The Doctor, Jamie, and Zoe are slumped on the floor, almost devoid of oxygen, when there is a knock on the hull of the beacon. Soon someone is cutting through the side of the ship. Clancey appears. Jamie darts towards him. Clancey, startled, shoots him. Zoe looks at the scene in front of her and screams, "You murderer!" at the prospector. Clancey tells the Doctor and Zoe to stand still. Penn arrives on Ta. Hermack tells Penn to take the V-Ship out of Ta's orbit by about twenty miles. Madeleine asks Hermack why he's not going with his ship. Hermack says he's going to be in charge on the ground. Penn leaves. Madeleine tells Hermack he's not taking any chances. Clancey is to be tried and imprisoned. Madeleine feels sorry for Clancey as she once tried to buy him out. They cross to the video board. Warne is contacting Hermack. Warne reports Clancey is stationary and linked with the segment of Alpha 4. Hermack tells Warne if Clancey does not answer in two minutes, to fire warning rockets. If that is ignored, he must fire the missiles. Warne's call is being broadcast to the LIZ, but no one is there to listen. On the beacon segment, Clancey tells the Doctor to hurry up and answer his questions. The Doctor realises Clancey thinks he's a pirate, but Clancey soon sees he's wrong. Meanwhile, Jamie has only been stunned and is beginning to recover. Clancey begins asking them questions. They tell the truth, but Clancey doesn't believe them. He wants answers in ten seconds but as he counts down, the beacon shakes; the minnow is firing warning rockets at the LIZ. The group all run into the LIZ. Clancey's ship uncouples from the shard of Alpha 4 and moves off. Clancey gets Warne's message and puts the LIZ on full speed, denying the Doctor's suggestion that they should give in. The ship lurches off. An old tea pot rocks in a cupboard and falls out. The Doctor attempts to catch it but misses, and it smashes on the floor. Clancey takes off his helmet and throws all his weight on a huge lever, which swings over with a crack. Clancey has deployed copper needles, which immobilise the minnow's tracking devices. They are now safe. Clancey is surprised to find the strangers don't know about argonite. Zoe asks the Doctor if they'll ever see the TARDIS again. The Doctor learns the pirates took the segments to their base to salvage, so they'll have to find the pirates in order to find the TARDIS whilst avoiding the Space Corps. Clancey moves Zoe out of the way so he can settle himself at the controls. He asks Zoe to make them some tea. Jamie looks wistfully at the pieces of broken teapot on the floor. Clancey decides to hide in the one place Hermack will never find them. Warne reports his controls are jammed. It further angers Hermack when Warne says he's lost contact with Clancey. Madeleine and her secretary enter. Madeleine gives her secretary production figures. The secretary leaves. Hermack informs her that Clancey's escaped. Hermack contacts Penn to order the launch of the rest of the minnows: LIZ 79 is to be found and destroyed. The minnows launch. Clancey adjusts a valve as the LIZ is pounding along at top speed. Jamie is feeling travel sick. Clancey wipes his hands on an old rag. The Doctor tells Clancey the pressure's a little high on the thermonuclear gauge, but Clancey dismisses it. Clancey tells them they are heading for Ta and are going to hide right under Madeleine Issigri's nose. He explains he and Madeleine are enemies despite the fact that years ago, he and her father mined Ta for a decade. There is no surface level life on Ta due to the ultraviolet light, so Clancey looks for his old entrance. Hermack tells Penn to land the V-Ship on a landing pad on Ta. He intends to go to Lobos, Clancey's base, assuming that is where the argonite is heading. Hermack sees a model of a sleek black spaceship on a table. It is a Beta Dart. Madeleine says they've just bought them. Hermack says he'd hate to blow up one of her Beta Darts instead of the pirates. Madeleine slips a striped nose cone over the prow of the model; this will indicate it's an Issigri Beta Dart. Hermack still thinks Clancey is the pirate leader, but Madeleine remains sceptical. Hermack leaves to go to pick up Warne. As soon as he's left, Madeleine crosses to her desk and picks up the audio phone thoughtfully. The LIZ slams down with a grinding lurch, and the travellers end up in a tangled heap, except Clancey, who had strapped himself in. Clancey says they are now a mile underground. He packs a bag of tools and tells them to stay in the ship; he's going to repair the generator. After he leaves, Jamie checks to make sure he's gone as Zoe is totally absorbed with paper and pen. Jamie is suspicious of Clancey. However, the Doctor says they have to trust Clancey — for the moment. Meanwhile, Zoe has finished and says she knows where the beacon segments and the TARDIS are. The Doctor is sceptical. Zoe gives the Doctor an annoyed look, but he smiles in return. She hands him the paper with the equations, and he sees she is right: they are all headed for Ta. Jamie seems unsure, but the Doctor hands the sheet of paper to him and states that it is all perfectly simple. Jamie and Zoe think Clancey's a pirate, and the Doctor agrees that it's entirely possible. The TARDIS crew decide to leave the LIZ and take their chances in the tunnels. The Doctor crosses to the hatch door and opens it slightly, then opens it wide. The Doctor warns that they need to be quiet. Jamie trips over a piece of equipment. He rises and follows them. In the pirate base on Ta, Caven is talking with Dervish. Caven tells Dervish to stop melting the Alpha 2 segments as Suledin can handle it, and he's got another assignment for him. Caven tells Dervish he's redirected the Alpha 4 segments to Lobos to throw suspicion on Clancey. Caven tells Dervish to get in the Beta Dart and direct the segments to Lobos. Dervish responds that it's crazy to do that, as there's a V-Ship in the sector. Caven stands and points his gun at Dervish. Dervish is forced to comply. An alarm suddenly goes off. There are intruders in the tunnels. The Doctor, Jamie, and Zoe are lost. Zoe warns the Doctor and Jamie that they are going deeper into the tunnels. They hear a noise ahead. They move on slowly. Clancey returns and discovers the strangers missing. He grabs his gun and hurries out. The Doctor, Jamie, and Zoe see a crack of light. Zoe climbs on Jamie's back and peers through the fissure. Through the fissure, Zoe sees two men with thermal lances cutting chunks off a metal structure. Zoe climbs down. These must be the pirates. As they decide what to do, a burst of light hits the group. They all spin around. It is a floodlight coming towards them, pushed by two pirate guards. Caven fires at them. The blast from the gun chips the rock around them. Zoe spots an opening in the rock wall and goes through it. As Jamie and the Doctor follow her, they all fall down a dark mine shaft. The Doctor, Jamie and Zoe make a hard landing on the barren floor of an underground room. The Doctor puts his hand in his pocket and pulls out some drawing pins which gave him a tough landing. Caven stares down the mine shaft. He says they won't give them any more trouble. Jamie rubs his ankle. He takes in the new surroundings. Suddenly, a low moan emanates from a dark corner of the room. The Doctor gestures for Jamie and Zoe to stay back. Cautiously, he edges towards the dark corner where the noise is coming from. Jamie picks up a large rock and silently moves across to support the Doctor. They find Lt. Sorba, seized from Alpha 4, lying unconscious by the wall. Zoe points out a wound on Sorba's shoulder. The Doctor looks around and sees an earthware bowl filled with water. He soaks his handkerchief in the water and rubs Sorba's face with it. In his headquarters, Caven contacts Dervish on the Beta Buccaneer. Dervish says he's coming back to Ta, as there's a V-Ship three hours away, and it will take twelve hours to divert the segments. Caven tells Dervish to find some way to speed it up. Dervish still wants to come back. Caven holds up a cylinder for Dervish to see. It has wires running from it into the control panel. He tells Dervish that he should recognise it as he invented it. Dervish does — it's a bomb detonator. Caven tells Dervish that there's a bomb on the Buccaneer. Dervish thinks he's bluffing, but finally agrees. On board the V-Ship, Penn reports that they are continuing to track the beacon and that Major Warne is coming aboard. Hermack turns to Penn and tells him to set a course for Lobos. Warne enters the bridge. Warne hands Hermack a large heavy copper needle. Hermack berates Warne for being outwitted by Clancey. He says they will now take him on the ground. He tells Warne they are heading towards Lobos and indicates a planet on the chart. Hermack says that's where they will find Clancey — and the beacon segments. Down in the cave, Sorba has recovered and begins to recognise the travellers. Sorba is initially suspicious of them but is soon won over. Sorba says there's no way out of the cell, but the Doctor is optimistic. He says there must be a door somewhere, but the trouble is finding it. He begins to look, but Sorba says he's wasting his time. His companions don't think there's a door either. The Doctor points to the bowl with the water in it and says that it couldn't have been thrown down. In his HQ, Caven is talking to Dervish over the video screen. Dervish says the crew are diverting the segments to Lobos, but one of the segments is missing. Caven says that's impossible. Dervish says someone must have engineered it out of its flight path. Caven remembers Sorba saying there were other people on the beacon. Caven tells Dervish that he's going to question Sorba. Caven turns the link off. Sorba and Zoe watch the Doctor and Jamie as they scratch and bang the wall. Jamie tells the Doctor they're wasting their time, but the Doctor tells the Highlander to be patient. The Doctor notices cracks in the wall. He produces a stethoscope from his pocket and listens to the wall. He listens intently and repeatedly taps the same spot on the wall. The Doctor says there must be a audio lock under that spot. The Doctor rummages through his pockets until he finds a tuning fork. Listening through the stethoscope, the Doctor begins to twang tuning the fork and holds it against the wall. Back on the V-Ship, Penn gets several contacts on the scanner. He says they are the Alpha 4 segments , but they are missing one section. He says they are heading towards a planet — Lobos. Penn then sees a larger contact — too big to be a segment, but large enough to be a spaceship. The unidentified object circles the pieces of the beacon. Warne hurries away to investigate. Hermack says that the ship is now their target and puts the ship on full boost. The minnow pursues. In his headquarters, Caven is speaking to a pirate guard. He is to fetch Sorba. Caven hands the guard a short tube and says it's the audio key. As the guard turns and leaves, the video screen activates. Dervish appears and says there's a minnow on his tail. He says it thirty miles behind him and closing. Warne has lost contact with the ship, and Penn has to give him directions. The Buccaneer flies into an Issigri striped nose cone. Hermack sees the nose cone and calls off the attack. Hermack tells Warne to return, assuming they lost the ship. The Doctor is still twanging away with his tuning fork and listening through the stethoscope. Everyone is getting annoyed at the noise, but the Doctor says it is their only way of escaping. He returns to it. Jamie snatches the tuning fork and hurls it at the wall. The tuning fork hits the wall and vibrates loudly, causing a hidden door to slide open. The Doctor says Jamie found the right note. Suddenly, Clancey comes through. The TARDIS crew still think he's a pirate. The Doctor considers him threatening and points to his gun. Clancey's assures them he's on their side, as if he wasn't why would he be here. Clancey tells them to come with him, even accepting Sorba into the gang. They hear someone coming. They all hide. Two guards approach the open cell door. One of them enters, and Clancey shoots him. The other guard turns and quickly speeds away. An alarm is raised. The group head out of the cell and along a tunnel. Caven is in his HQ. He is speaking to someone over a radio. Caven asks the other pirate where the prisoners are. The man tells Caven they are all on level eight. The pirate says they know the tunnels better then the pirates. Caven realises Clancey must be with them. Caven tells the other pirate he's coming down to level eight — and he wants the prisoners caught or killed. Caven leaves. The Doctor's group slowly make their way along a tunnel. Sorba is being helped along by Jamie. Jamie wants to rest, but Clancey says they can't. Zoe asks where they're going and Milo says they are heading towards Madeleine's office — they must warn her of Caven's threat. Milo recognises the pirates leader — Maurice Caven. Zoe says she thought Clancey and Madeleine were enemies, but Clancey says he thinks he was mistaken. Madeleine blames him for her father's death, but Clancey is sure he disappeared. Clancey used to think it was her that was masterminding the pirates' operation, but as he was approaching the cell he caught sight of Caven. Clancey has seen his picture before. However, their talk is cut short when they hear footsteps approaching. They move off and turn a corner which leads into another long tunnel. Sorba, still helped by Jamie, is struggling to keep up. Sorba wants to be left, but Clancey says they are almost there. Jamie takes Milo's gun and heads back down the tunnel. The Doctor notices a panel set into one of the rock walls. Clancey says it is a power distributor. The Doctor reaches into the panel to see if it works but pulls his hand away when he gets an electric shock. Jamie has taken cover and is trying to defend the tunnel. Caven fires a shot that narrowly misses Jamie and hits the wall behind him. The Doctor is tinkering with the power distributor. Jamie shoots another guard, but when he tries to fire his gun, his gun has run out of power. Jamie looks at the gun and throws it down in disgust. Caven waves his arm indicating for his men to move forward. The Doctor has stopped fiddling with the panel and flicks a switch to test it. Jamie rounds the corner. The Doctor flicks the switch back in again, then he and Jamie run off. Caven and the guards enter, and a guard is electrocuted by the Doctor's trap. The Doctor and Jamie meet up with the others. They are being shown the headquarters. They meet with her. Clancey asks Madeleine to contact Hermack and tell him about the pirates. Caven destroys the control panel with his blaster. With the control panel destroyed, Caven waves the guards on. Madeleine still doesn't believe their story, even if there were pirates her guards would defend them. Clancey turns to the Doctor, who can't help, then he turns back to Madeleine. Realising it's no good, Clancey reaches for the communications panel, but Madeleine pulls a gun on him. At that moment, Caven enters followed by his two guards. Sorba grabs a weapon, but Caven shoots him dead. Caven asks if anyone else wants to die like a hero. Madeleine is distressed at Sorba's murder. She tells Caven she doesn't want anymore killing, but Caven says it's too bad. She says she didn't agree to murder. Caven wants to kill the "snoops", but Madeleine disagrees. The Doctor sees Jamie getting ready to pounce. He nudges Clancey, who grabs the Scot. Caven whispers to a guard, who shepherds the Doctor and his friends out. Caven assures Madeleine they won't be shot, but she doesn't trust him. Caven says the V-Ship is becoming a nuisance, and he's thought of a way of dealing with it. On board the V-Ship, Warne is communicating with Hermack by video screen. Warne says the beacon segments are orbiting Lobos. He then says that he looked for the atomic radiation used by Beta Darts, but found none. The Darts couldn't have gone to Lobos despite the fact that parts of the beacon are orbiting around the planet. Hermack tells Warne to come back to the V-Ship. He turns the video screen off. Hermack tells Penn to set up a homing beacon for Warne. Penn does, and then tells Hermack that the original course of the segments was to Ta, not Lobos. Hermack thanks Penn. The Doctor and his friends are being ushered along a corridor by a guard. Zoe asks the guard where he's taking them, but the guard tells her to shut up. Another guard is unlocking a heavy steel door. He swings it open and gestures them to enter. With a kick, the guard forces them into the darkness then locks the door behind them. Milo soon realises they're in Dom Issigri's private study. The Doctor wants to know where the light switch is, but Milo says Dom used candlelight. The Doctor finds a cupboard filled with candles. The Doctor produces a box of matches like a conjuror, lights some candles and dots them round the dusty room. Clancey wonders why Madeleine let Caven throw them in Dom's study, as when Dom disappeared, Madeleine ordered it closed off, and no one was allowed to enter. Jamie says no one has. However, the Doctor disagrees. The Doctor points to the clock — why would someone come down just to wind a clock? Zoe points to a bare foot sticking out from under the table. The Doctor whips the cover off the table to reveal an unkempt face. The man scuttles out, mouthing incoherent threats. Dervish is reporting to Caven over video screen and says he's in landing orbit. Caven tells Dervish to bring the Buccaneer down on pad three. He turns the screen off. He crosses to Madeleine. She's worried that the Space Corps will find them and that they should use their emergency plan of destroying the mining works. Caven says there's an alternative, and if it works, they can start up all over again on another planet. Madeleine asks him what his plan is. Caven says Hermack thinks Clancey is the pirate leader. He's going to have Clancey's ship fitted with a remote control device. He then says he'll put Clancey and his friends aboard and send them into orbit, and when the V-Ship spots the ship, they'll let them chase them for a while before blasting the LIZ to pieces. Madeleine is distressed and wants to stop Caven. She states that when she got into this it was a salvage operation and now they are involved with theft and murder. Caven threatens Madeleine, saying she barely has any guards, and he has more — and his are all armed. Before Madeleine can answer, Dervish walks in. Caven tells Dervish to go to the LIZ and fit it with a remote control device. Before the engineer leaves, Caven tells him to plant a device on the oxygen pump that will deactivate it in space. Back in the study, Milo is trying to talk to the man who they now realise is Dom Issigri. The Doctor and Jamie have Dom pinned in a chair. Zoe asks Milo if he's sure it's Dom, but Milo is sure it's Dom. The Doctor tells Jamie to let Dom go. They release him, and he scuttles away into a corner of the room. Clancey wants to know what's happened to his partner. The Doctor says he can't expect Dom to behave normally after being cooped up in the study for several years. He then tells Milo that he should have a quiet talk with Dom. Milo goes over to talk to Dom. He begins to talk about the LIZ and their adventures and how they broke speed records to get back for Madeleine's birth. Dom stops shivering and mumbling but is still rooted in the corner. At mention of his daughter, Dom produces a crumpled photo from his pocket to show Milo — it is a picture of Madeleine when she was six. Madeleine is walking towards the study door. She asks the guard where the prisoners are. The guard indicates the door. Madeleine is horrified that the prisoners are locked in her father's study. As she hurries off, the guard watches her thoughtfully. He tells his fellow guard to get Caven and tell him Ms. Issigri has been trying to see the prisoners. Dom is calmed down and begins to recognise his partner. Milo sits Dom down in a chair. Dom says they are all going to die in the study. The Doctor says they'll get out. Dom tells them that Caven captured him and locked him in his study years ago to drive a wedge between Clancey and Madeleine. They discuss why Caven didn't have Dom killed. Dervish is talking to another pirate over video phone. He tells the other pirate to get the equipment down to the LIZ. He replaces the phone and turns as Madeleine enters looking for Caven. She asks if there's any way to stop Caven, but the engineer says he knows Caven, and he'll kill them if he heard them talking like this. She asks how he got involved with Caven, and he states he made a mistake many years ago and that Caven has had control ever since. Madeleine begs Dervish for help, but he pushes his way past Madeleine and leaves. Madeleine looks round the room and goes to the video control, pushing buttons to change the frequency. She is trying to contact Hermack. On board the V-Ship, Penn informs Warne there's a video call from Issigri HQ. Penn puts Madeleine through. Madeleine tells them "they must get" before the screen goes black. Penn says someone has pulled the plug on the other side. Caven has pulled the plug. Caven asks why she has been looking for the prisoners. She tells him she'll never help him, but Caven says he'll kill her father. Caven tells her Dom's alive, and to back up his statement, he shows her a recent photo of her father. She takes the photo. Caven tells her he's in the study. Madeleine lashes out at Caven, thumping his chest in a burst of anger and upset. She stops and starts to cry. Caven tells her how she's going to help him. Penn says it's no use, and that there's not a peep from Madeleine. The officers are suspicious. Hermack tells Penn to set course for Ta. The Doctor is standing by the steel door. The Doctor asks Milo, if they escaped, could he find his way back to the LIZ. Milo says yes. The Doctor gets out a box of candles and starts handing them around before he looks for his bag of marbles. Madeleine is talking to Hermack over the video screen. She tells him they had a mechanical fault and that all she wanted to say was that another of her ships has been affected by pirates. Hermack tells Madeleine that the V-Ship is going to land on Ta. She tries to dissuade him, but Hermack says it's best to check. Caven moves towards the video screen and fiddles with the controls. Dervish appears on the screen. He says they've almost finished their modifications. The group are smearing candle wax into the carpet. The Doctor has also emptied his bag of marbles onto the floor. He tells Jamie to hand him the green one — his favourite. He slips the marble into his pocket. Dom passes a coat, a book and some rags to the Doctor. The Doctor says it'll make a good fire. He moves a chair next to the door, takes the tray of rags and climbs onto the chair. The others hold makeshift weapons. The Doctor lights the rags. The smoke starts to go through the vent. The guards in the corridor see the smoke coming from the vent. The guards charge in and slip on the wax and marbles. Zoe breaks a vase over a guard's head, and they escape into the corridor. A guard is reporting to Caven. Caven berates the guard for allowing the prisoners to escape. He tells the guard to get after them. Madeleine says they won't catch them before the Space Corps arrive and laughs. A communication comes through. A guard says that the prisoners have been spotted on level three and says they are heading towards the LIZ. Caven tells the guard to not make any attempt to stop the prisoners and to let them get to the ship. Caven says as soon as they're in space, the control device will activate, and he'll turn off the oxygen and kill them. Clancey, Dom and the Doctor have reached the LIZ ahead of Jamie and Zoe. The Doctor wants to go back out after them, but Clancey says they can't be that far back. He prepares for take-off. Dervish tells Caven the V-Ship is approaching Ta. Caven tells the engineer to activate the control device. The Doctor goes to find Zoe and Jamie. Suddenly, switches and levers start to move by themselves. Caven's over-rider control is piloting the LIZ by remote control. Clancey fights with the controls, trying to stop the launch before the Doctor is burnt to a crackle. The Doctor backs away from the blast of the rocket. He begins to choke as the fumes overwhelm him, and eventually he falls lifeless. Jamie hears the rocket take off. Has the Doctor left without them? They hurry away. Clancey is desperate to try to regain control of his ship but to no avail. Jamie and Zoe find the Doctor unconscious. Zoe finds that he has a weak pulse. Jamie and Zoe carry the Doctor away from the fumes. Craven cuts the oxygen supply to the LIZ, despite Madeleine's protestations. Don starts to choke, and Clancey discovers the air supply has been cut. Jamie and Zoe lower the Doctor to the ground where the air is cleaner. The Doctor comes to. The Doctor thinks that the LIZ is being controlled by remote control and they must find the controls. Dervish wants to call off the destruction of the LIZ but Caven disagrees. Dervish says that there are only two people on the ship. Caven loses his temper, thinking that the Doctor will contact the Space Corps. Caven goes off to look for him, saying that Madeleine is to be killed if she causes any more trouble. Clancey is still trying to dismantle the control unit, but he collapses. Hermack begins his aerial inspection of Ta. Madeleine begs Dervish for help, but he refuses. Unseen by Dervish, the Doctor, Jamie and Zoe quietly enter the room. Madeleine provokes Dervish. Dervish raises his gun, but Jamie knocks it, causing the blast to hit the control unit. Jamie then knocks Dervish out with a punch. Madeleine tells them all that has been happening. The Doctor inspects the control unit. The blast from the gun has fused the wires together. Caven is looking for the Doctor. He tells the guards to shoot him on sight. Dervish has regained consciousness and, unseen by the others, he slips out of the room. The Doctor has got the air conditioning and radio link on the LIZ working. Dervish scuttles away from the office, constantly checking behind him. The radio link is working, but Clancey and Dom are out cold. Jamie realises that Dervish has gone. Madeleine locks the main doors, and they try to contact the LIZ again. Clancey shakes his head as he regains consciousness. Hermack contacts him shortly after Madeleine to say a ship is coming alongside him. Clancey tells him he has a story to tell him. Dervish tells Caven of the Doctor's return. Clancey has told Hermack everything. He uses Don's existence and testimony as proof. Hermack contacts Madeleine and says they are launching a full scale attack of Ta in 55 minutes. Meanwhile the Doctor is going to help Clancey dismantle the remote control unit. He asks if Clancey knows where the computer pre-selector is. Scratching his head, Clancey stares bemused at the numerous control panels. Clancey presses a button that makes his chair recline a few inches. Clancey suddenly recognises the panel that he has been looking for. Caven and Dervish reach the locked door. Caven tries to sweet talk Madeleine. She uses the internal video to communicate with him. He states he is going to detonate the atomic fuel store. Dervish protests, but he pushes Dervish away and turns back to Madeleine. In forty minutes an explosion the strength of eighth H bombs will tear everyone apart, and he and Dervish will be out of the blast zone. Before he leaves, he overrides the manual lock, trapping everyone inside. Madeleine realises the Space Corps will not return in time. The Doctor says only Clancey can save them. In the fuel store, Dervish is attaching small canisters to the atomic cylinders. He connects a series of wires together and then leaves. Returning to the corridor, he removes his mask and gloves. Caven berates him for taking a rest as they only have half an hour. Dervish puts his gloves and mask on and goes back in the room. Madeleine tells Hermack what has happened. Hermack will try to intercept Caven. The Doctor is helping Clancey to deactivate the remote control unit. Clancey gets an electric shock. Clancey pulls out the override, and the ship immediately lurches in response. With the LIZ now back under his control, Clancey jumps into the pilot's seat. Dervish connects the main fuel cable to the detonator unit. Finally, he attaches another cable into the radio box and leaves the fuel store. Dervish takes off his mask and gloves and begins to remove his protective clothing. He is told the ship is ready. Dervish removes the rest of his protective clothing and follows Caven. The Space Corp begin to track Caven's ship with a minnow. Don steadies himself as he sways from a dizzy spell. Clancey reassures him. They are only a few minutes from Ta. Warne in the minnow has caught up with Caven. Caven contacts Hermack and threatens the destruction of Ta unless the minnow keeps its distance. The LIZ lands on TA. Madeleine tells Clancey to come to the headquarters. Exhausted, Don stays behind. Madeleine tells Hermack that the Doctor thinks he can defuse the bomb. Hermack says they only have nine minutes. Clancey breaks the lock to the door and releases them. They all run out, telling Clancey about the bomb. Warne wants to attack. Hermack calls him off for seven more minutes. The Doctor is putting on Dervish's discarded protective clothing. Madeleine tells him they have six minutes as he enters the fuel room. The others gather round the inspection hatch to watch the Doctor. Cautiously, the Doctor examines the control box. He carefully tries the weight of the cables. He checks the radiation level using a Geiger counter. Then he moves over to the radio box and examines the cables and levels. Jamie and Zoe are frustrated and anxious, but Clancey tells them to be calm. The Doctor is tentatively unscrewing the inspection cover for the control box and gently places it on the workbench. Then he carefully covers the device containing the detonator. He begins carefully unscrewing the detonator. Once it is free, the Doctor removes the detonator, disarming the device. Hermack is told they are 150 seconds from explosion. He gives the order to attack. As the ship approaches, Caven presses the button. The detonation signal flashes in the control box, but the system has been disarmed. Caven's ship is destroyed by Warne. Everyone is celebrating on Ta. Madeleine tells everyone she is expecting the Space Corp to pick her up for her involvement with the piracy. She says that Hermack has reassured her the punishment should not be too severe. She heads off to be reunited with her father and leaves, thanking the Doctor as she leaves. Zoe asks the Doctor how they are to be reunited with the TARDIS. The Doctor says that it is orbiting round Lobos in one of the pieces of the beacon. When Jamie is told that they are going to get a lift in the LIZ, he says he'd rather walk. Hearing this, Clancey isn't pleased, and the Doctor says that Jamie might have to do just that! Everyone laughs at Jamie's shocked expression as they make their way to the LIZ. The TARDIS lands in a desolate wasteland on Earth. The crew laugh as Jamie leaves the TARDIS and treads directly into a puddle. As they explore, they see barbed wire, and the discovery of a pith helmet allows the Doctor to place them in history. Bombs start to fall, and the crew duck for cover. They are surprised when they are confronted by a woman. She says that they need to get to safety. She is heading to Ypres. They encounter soldiers who lead them away. The woman is driving the soldiers, the Doctor and Jamie across No Man's Land in an ambulance when they are met by a lieutenant. He asks to be taken back to base. In a trench, a major is told that an ambulance is coming in. He orders protective fire. The passengers clamber into the trench. The lieutenant, by the name of Carstairs, tells the major about the civilians found in No Man's Land. Outside, the Doctor is explaining trench warfare to Jamie. They decide to escape but are stopped by Carstairs. They are summoned to see the major. Major Barrington gets word from General Smythe that they are to go over the top tomorrow. The Doctor, Jamie and Zoe enter alongside the ambulance driver who introduces herself to Barrington as Lady Jennifer Buckingham. The major casts his eye over the civilians. He suspects Jamie to be from the Highlander regiment and says that war is no place for a young woman like Zoe. He starts to suspect they may be spies and contacts General Smythe. Smythe asks for the civilians to be sent to him. He moves into an adjoining room and begins to pull back a picture. He is interrupted by a soldier who he shouts out. When alone he pulls back the picture to reveal a communications device. He states that the "reinforcements are acting quiet" and that there are "at least 5000 specimens". Barrington orders the Doctor, Jamie and Zoe to go. Jamie loses his temper and shouts at him, and guns are drawn. The Doctor states they had better go. Barrington says they will fix Jennifer's ambulance. Carstairs says he does not hold much hope for the Doctor, Jamie and Zoe as Smythe has the nickname of "the Butcher". The Doctor, Jamie and Zoe are marched into Smythe's room. Jamie is still complaining. Captain Ransom goes to get Smythe but finds him not in his room. Ransom, flustered, orders them to be taken to the cells. Jennifer and Carstairs talk. They both are experiencing memory issues. They put this down to the ravages of war. Barrington tells them that they are all wanted at headquarters. Jamie and Zoe inspect the cell. There is no way out. Smythe emerges from his room. Confused, Ransom tells him that the civilians are here and that he came to tell him but he wasn't there. Smythe puts on his glasses and says that he was sleeping and that Ransom didn't want to disturb him. Blindly, Ransom agrees. Barrington, Jennifer and Carstairs enter. Smythe insists that Carstairs and Ransom know each other. They seem unsure. Smythe puts the glasses on and says they went to school together. They both instantly agree. Later that day the Doctor, Jamie and Zoe are brought into Smythe's room. He reads the crimes alleged against them. He states they waylaid the ambulance to get into the trenches and that they were attempting to escape back to the Germans with information. Jamie is charged with desertion while Zoe and the Doctor are charged with espionage, all crimes that carry the punishment of death. The Doctor asks if he can cross examine Carstairs and Jennifer. Smythe agrees but closes down all lines of questioning. They are marched away. Barrington and Ransom both seem to think there is not enough evidence to convict them. Smythe puts on his glasses and says they are obviously guilty. They concur. The Doctor, Jamie and Zoe are marched back in and told they are guilty. Jamie is to be taken to a military prison to await court martial, Zoe is sentenced to ten years penal servitude and the Doctor is to be executed at dawn. The Doctor rails against the unfairness of the system. Jamie protests and is manhandled away. Jennifer pleads with Ransom to allow some clemency for Zoe. It is agreed she will stay with Jennifer tonight. The Doctor heads off to the cells. Once in the cells, the Doctor questions the soldier as to how long he has been at the front. He cannot remember and gets angry at the Doctor. Ransom comes to Smythe's quarters with the key to the Doctor's cell. He puts it under his pillow and goes to sleep. In the middle of the night, Zoe sneaks into Smythe's quarters. He is not there. She looks for the key and in the process of doing so finds the screen behind the picture. She eventually finds the key and sneaks away. Hearing someone approaching, the Doctor hides behind the prison door. He is overjoyed to find it is Zoe. They decide to find Jamie. As they leave, they are met by Ransom and the firing squad. Outside the Doctor is put up against the wall. Zoe struggles to break free. Orders are given. A gunshot ring out and the Doctor grimaces. The shot that rang out was from a window. A soldier has been wounded. The soldiers return fire. In the chaos, Zoe unties the Doctor and they escape. Smythe reports to his video screen that he is leaving for the conference. A unit materialises behind him. As the door opens, Ransom enters. Smythe puts on his glasses and says he is leaving for an important meeting. He climbs into the machine, and it dematerialises. Ransom does not bat an eyelash. A Redcoat is thrust into prison with Jamie. He is scared and doesn't know how he got there. He thinks it is 1745. The Doctor is spying on the military prison through a telescope. He commandeers a military vehicle and acts like it was sent for him. A bemused soldier drives him into the prison. Jamie questions the Redcoat. The Redcoat remembers stumbling into some mist and then, when it cleared, finding himself flanked by big guns and horseless carts. He was then brought to the prison. He is distrustful of Jamie. Commandant Norton is disturbed from his tea by the Doctor, who pretends he is from the War Office and has been sent to inspect the prison. Zoe is his secretary. When Norton asks for ID, the Doctor pretends to be outraged at his impertinence. Ransom is concerned that they have lost the Doctor and Zoe. He and Carstairs go to look for him whilst Jennifer stays at headquarters. The Redcoat and Jamie are fighting. When the soldiers come in to break them up, they turn on them and escape. Carstairs returns, having found nothing. Jennifer says she has started to remember getting lost in some mist before finding herself here. Carstairs wonders if it is a new gas. Norton is showing the Doctor the plans of the prison. He asks to talk to a prisoner. Norton receives a phone call to say that a Scotsman and a Redcoat have escaped. Jamie and the Redcoat run into some soldiers. A shot is fired. Norton is informed that the prisoners have been caught and that the Redcoat has been shot in the leg. The Doctor demands an interview with the other prisoner. Jamie is manhandled to the main building. Before Jamie can give the game away, the Doctor continues the farce. Norton has had enough of the Doctor and goes to ring Smythe. Zoe smashes a vase over his head. As they make to leave, they are caught by Ransom. Jennifer and Carstairs recall the court martial and think that Smythe is corrupt. Ransom returns and explains the recapture of the civilians. Carstairs questions Ransom about the court martial, and he shrugs it off. Carstairs decides to speak to the prisoners. The Doctor, Jamie and Zoe are questioning the anachronisms of their surroundings. They are seemingly in 1917 but with a Redcoat and a video communication system from the distant future. Carstairs enters. Jennifer questions Ransom as to whether Smythe often disappears at the drop of a hat. Ransom shrugs it off and is about to go and inspect the prisoners, before Jennifer engages him in conversation to stall him. The Doctor, Jamie and Zoe have explained the existence of the video screen to Carstairs. He says he will accompany them to Smythe's quarters and they can show him. Ransom is still talking when the phone rings. Carstairs tells Jennifer to decoy Ransom. Jennifer says that the phone call was from Smythe and that he wants Ransom to meet him in the furthest sector. Ransom leaves just as Carstairs' party arrives. They go into Smythe's room, and Zoe swings back the picture to show them the screen. Carstairs and Jennifer can't see it. The Doctor implores them to concentrate and it emerges. In another location, Smythe is watching them uncover his secret. The Doctor realises that the control is receiving and they all need to run. Carstairs and Jennifer relent eventually. Jennifer goes to get the ambulance. Jamie wants to go back to the TARDIS but the Doctor and Zoe overrule him. They are about to leave when Ransom emerges. Carstairs says that Smythe has asked the prisoners to be moved. Ransom queries the order due to the fact he was sent on a wild goose chase, but he eventually relents, fearful of the wrath of Smythe. They all clamber into the back of the ambulance and move off. In Smythe's quarters, the unit materialises, and Smythe emerges. Smythe questions Ransom as to the location of the prisoners and is furious when Ransom says he has let them go. Ransom sees that the ambulance has gone, and Smythe issues a general order for it to be located. Later, the ambulance has been spotted, and Smythe orders for artillery to be used on it. Ransom questions if they should be killing two women and a member of their own army. Smythe puts his glasses on and orders it. Ransom agrees. Carstairs takes cover in the ambulance as shells land around them. The Doctor joins Jennifer in the front of the ambulance, and they drive off into some mist. The ambulance disappears. Jennifer becomes scared as the mist encroaches. The ambulance emerges. The Doctor thinks the mist is some kind of force field as they are no longer surrounded by war or guns. The Doctor, Jamie and Zoe climb atop a hill. They see a Roman chariot approaching them. They run back to the ambulance. Carstairs desperately tries to restart the ambulance as the chariot approaches. As the Romans approach, Carstairs gets the ambulance going, and they reverse back into the mist and disappear, leaving the Romans dumbfounded. The ambulance re-emerges back in 1917. The Doctor theorises that the mists act as barriers between different time zones and further theorises that there must be a map setting these out. They head back to Smythe's headquarters to uncover the map. Carstairs returns as if he has the rest of the group prisoner. Ransom doesn't fall for it, and Carstairs pulls his gun on him. Jamie removes Ransom's gun. He is trussed up with bandages. The Doctor sets about looking for the map. In Smythe's room, he finds a safe. He attempts to pick the lock whilst Carstairs seeks explosives to blow it open. Carstairs returns with a Mills Bomb — a type of grenade. Seeing that the whole bomb would destroy the room but not the safe, the Doctor takes the explosive out of the bomb and places it in the lock, extending the fuse with a candle wick. Ransom frees his mouth from the gag and calls for help. Carstairs goes out to address this, and once he has silenced him, a soldier, drawn by the noise, comes with Zoe and Jennifer in tow, looking for Ransom. In Smythe's room Jamie and the Doctor light the fuse and take cover. Carstairs is trying to get rid of the soldier but he is happy to wait for Ransom. He questions Carstairs as to who he is and where he has come from. The Doctor and Jamie hear the conversation outside and start to panic. The soldier is convinced and starts to leave but takes his time. The Doctor wants to put the fuse out but it's too late. As the soldier closes the door, the explosion rings out around the headquarters. He returns and rushes into Smythe's room. Carstairs pulls a gun on him, and Jamie trusses him up. The Doctor has found the map. In the centre is a blank space. That is where they should go. They head off in the ambulance but are soon surrounded by German soldiers. They board the ambulance and make the Doctor drive to their trenches. Later, Zoe and Jamie wait patiently while the Doctor is interrogated. A German soldier will not accept the Doctor's name. The Doctor relents and says he is Doctor John Smith. He says they are lost behind enemy lines. The soldier is very suspicious and thinks they're spies. He asks where they came from and pulls a gun, demanding the truth. Outside, Zoe and Jamie are given helmets. They discuss how barbaric war is. The Doctor has told the German soldier the whole truth about him and his friends being time travellers. He doesn't believe them. The Doctor implores him to ask Jamie and Zoe. He brings them in. He asks Zoe where she met the Doctor. The Doctor orders her to tell the truth. She says she met him at a space station. He asks Jamie when he met the Doctor, and he responds by saying he met him in 1745. The soldier is still unconvinced. The Doctor shows him the sonic screwdriver. He removes a screw from the soldier's gun and returns it. The soldier is starting to be convinced. A superior by the name of von Weich enters. The soldier tells him what he has discovered. Von Weich and the soldier withdraw. Von Weich puts on a monocle and tells the soldier that they are not time travellers, they are spies and should be shot. The soldier returns and tells the Doctor, Jamie and Zoe that they are spies and should be shot. Von Weich pulls back a picture in his quarters to reveal a communications screen. He reports the capture of the Doctor, Jamie and Zoe. The Doctor protests with the German soldier. He reminds him of the sonic screwdriver and displays it again. The soldier starts to remember, but as he does the Doctor steals his gun and holds him up. He orders that they be taken back to their ambulance. In a central HQ, an alarm sounds. Smythe is reporting to a mysterious man known only as the War Chief. He is pleased with how things are progressing. Smythe reports the prisoners and their story of time travel to the War Chief. He is contemplative and orders that they be brought here. Von Weich reports their escape to Smythe and the War Chief. Smythe is furious. The War Chief orders that Smythe organise a pursuit and put out a general alert. He is adamant that they must be captured alive. The War Chief wonders to himself if he knows these time travellers. The Doctor and his colleagues have arrived in 1862 America — the Civil War. Their ambulance is beset by gun shots. Carstairs returns the fire, and they move off. The Doctor is pleased. He believes that if they are in the American Civil War zone, they are on the right track to the blank space. The ambulance is stopped by a felled tree. Carstairs gets out to investigate and calls for Jamie to help move it. As they start, they are ambushed by soldiers. Carstairs starts firing at the soldiers as the Doctor, Jamie and Zoe move the tree. Carstairs engages in hand-to-hand battle with a soldier as Jamie comes to help him. The Doctor and Zoe have moved the tree, but reinforcements are arriving on horseback. Carstairs remains and holds off the reinforcements as the ambulance moves off. Shortly afterwards the ambulance stops. They are out of petrol. They have to go on by foot. Smythe and von Weich plan their strategy of how to capture the escaped party. They receive a report of the capture of Carstairs. They marvel at the bravery of "these humans". Carstairs is to be brought to the central headquarters for reprocessing. Jamie checks out a barn. When he realises it is safe, he calls for the others. Soon enough they hear the noise of materialisation. They hide. A unit materialises. The door opens, and a whole troop of soldiers emerge. When they are gone, Zoe says that the unit must be bigger on the inside like the TARDIS. The Doctor looks inside. Outside there are gunshots. Jennifer goes to look. Zoe calls for the Doctor and goes in after him. Jamie goes to help Jennifer. The unit dematerialises, leaving the group separated. Jamie and Jennifer are soon surrounded by soldiers. The Doctor and Zoe look around the ship. Zoe notes it looks exactly like the TARDIS. She asks the Doctor who else could possess a ship like that. The Doctor has one idea but hopes he is not right. Zoe finds some goggles on the side. They begin to explore. They find a room filled with stationary dormant German soldiers in some kind of trance. In another room, there is a fleet of Romans in the same state. The ship starts to land. The door opens, and the Romans leave. Zoe wants to escape, but the Doctor says they will just end up in another war zone. They must wait until it returns to its base. The soldiers question Jamie and Jennifer. When they realise that they are English, they assume they are spies from the South and tie them up. As soon as they are tied up, there is an attack. In the battle, the soldiers retreat from the barn, and Jamie and Jennifer are liberated by Northern forces. One of the soldiers reports to their general. It is Von Weich. He puts his monocle on and says that they are spies and should be tied up. The War Chief berates a scientist on the 5% of their soldiers who are breaking their processing and causing pockets of resistance. He is fearful that they will form a rebellion. The scientist says they have already come up with a stronger form of processing. An alarm sounds. Von Weich reports via video screen that Jamie and Jennifer have been found, but the Doctor and Zoe are still loose. The War Chief states they will be excellent specimens for re-processing. The machine is landing. The ship is empty, so the Doctor states that it must be back in its base. He notes that the ship is powered by remote control but also has some kind of manual controls. As the doors open, they see the controller wearing the glasses Zoe found in the ship. They put the glasses on and set off to explore. Jamie asks how long they are going to be kept here. The soldier states that as soon as they find their friends they will all be shot together. A soldier sneaks up behind the captives and liberates them. As they sneak out, the other soldiers spot them. A firefight ensues. The soldier tells Jamie and Jennifer to head north. Von Weich enters. The other soldiers tell him what happens. Von Weich puts his monocle on and tries to brainwash the soldier, but it doesn't work on him. The soldier tries to turn his fellow soldiers, but to no avail. Jamie has been separated from Jennifer. A soldier attacks Jamie on horseback with a sword. He dives out of the way at the last moment. When the soldier returns, Jamie dismounts him and steals his horse. The soldier tries to shoot him as he rides away. The Doctor and Zoe are exploring. The building has a reception area, living quarters and lecture rooms. They reckon it is some kind of training school. They are ushered into a hall, being told they're late for the lecture. The scientist explains how for years soldiers have been removed from their real world and time, processed to forget their previous life and placed in false wars made to look like their home time. Of late, specimens have been breaking their processing and forming resistance groups, but they have come up with a better form of processing and will prove it on a difficult specimen. Carstairs is brought out. He sees the Doctor, but he tells him to keep quiet. The scientist prepares the equipment. Zoe wants to help, but the Doctor says they will help later. Carstairs is brainwashed into thinking the lecture hall is the officer's mess in the trenches. He spots the Doctor and Zoe again and says they are German spies. Jennifer is pursued by a soldier. She falls, and he dismounts. As he looms over her, Jamie rides up and fights the soldier. Before they can escape, they are captured, yet again, by soldiers. Carstairs is restrained as he rages about the German spies and the court martial. The Doctor feigns sympathy with the scientist for the failure of his machine. The scientist doesn't consider it a failure. The Doctor suggests that the issue was probably that Carstairs should have been fully deprocessed before attempting the reprocessing. The Doctor doubts that the scientist's machine could do that. The scientist puts him right and shows him how he would do that. Jamie, Jennifer and Harper, the soldier that liberated them, are returned to the barn and tied up. The soldier explains the resistance to Jamie and Jennifer. Von Weich questions them as to where their friends are. Jamie recognises him. There is an attack. A fight ensues. The soldiers free Jamie, Jennifer and the resistance fighter. Harper goes to kill Von Weich, but Jamie says they need him to find the Doctor. He says he will kill Jamie to get to Von Weich. The lecture is finished. An alarm goes off, and some soldiers rush in with the War Chief. He demands to know if the experiment was successful. The scientist says it was partly successful and points the Doctor out as someone who has helped him refine the process. The Doctor turns and the two recognise each other. The Doctor orders Zoe to run while the War Chief bellows that they must be stopped. In the chaos, Carstairs escapes. The War Chief raises an emergency alert to close all section areas and detain the resistance members. Zoe and the Doctor have been separated. Carstairs finds Zoe and grabs her. She is initially pleased to see him, but he draws a gun on her. She is a German spy, and it is his duty to kill her. He begins to pull the trigger. Carstairs is called off by the scientist. He refuses, insistent that Zoe is a German spy. He fires, but his gun is not armed. Zoe is taken away by guards whilst the scientist takes Carstairs. Von Weich is a prisoner to the Resistance. Jamie is informed that they are waiting for their leader, Russell. Harper, the soldier that has been helping Jamie and Jennifer, questions Von Weich as to where the tunnel is that new recruits emerge from. Jamie tells him that it is not a tunnel but instead a craft. Harper doesn't believe him. Another soldier wants to leave and move on. He wants to shoot Von Weich. He and Harper get into a fight that is broken up by the arrival of Russell. As Russell brings order to the barn, Jamie sees Von Weich unveiling a monitor. Jamie grabs him and exposes the monitor, saying it backs up what he was saying. Zoe is brought into a room where she is interrogated by the Security Chief. He puts a helmet on and aims an eyepiece at Zoe. This causes her to instantly tell the truth. When she cannot answer when she joined the Resistance and when she gives the answer that she is from the 21st century, the Security Chief is confused. He asks her how she got here, and she explains all about the TARDIS and the Doctor. The Security Chief beams photos into her head, looking for her to identify the Doctor. The Doctor stumbles into the scientist who has Carstairs tied up. When the scientist begins to question why the Doctor is here when there is a security alert out for him, the Doctor convinces him that it was Zoe who the alert was out for and not him. The scientist is about to begin the deprocessing, and the Doctor asks if he can stay and watch. He enquires if Carstairs will remember everything. The scientist confirms he will. The scientist asks the Doctor to strap Carstairs in. The Doctor only pretends to. Once the deprocessing has taken place, Carstairs remembers the Doctor. Seeing this, the scientist tries to grab the Doctor. The Doctor forces the scientist into the deprocessing machine and turns it on. The Doctor explains to Carstairs what has been going on before they escape, turning the machine down before they go to allow the scientist to simmer. Jamie and Jennifer explain the situation to Russell. As they do, Von Weich lurches forward and sets off an alarm. In headquarters the alarm resonates and there is no response. The Security Chief reports to the War Chief that Zoe cannot recognise any of the Resistance members. Zoe is unconscious. The Security Chief lies and says that Zoe is from 1917 and omits anything to do with the TARDIS. The War Chief is informed of the alarm. The War Chief and the Security Chief go to investigate, narrowly missing the Doctor and Carstairs in the corridor. The Doctor bursts in, taking the armed guard by surprise. As the Doctor distracts him, Carstairs knocks him out. Zoe wakes up and informs the Doctor of what has happened. The Doctor tries the helmet on and sees all the Resistance members. He speculates that if they could mobilise all of them at the same time, they could form an army to rise up against their controllers. When Carstairs asks how they get back, the Doctor responds by saying they will leave by the same way they came. There is still no response from the American Civil War Zone. The Security Chief decides to send guards. An alarm goes off as the Doctor, Zoe and Carstairs move through the corridor. They hide and wait until the guards move off before following them to the landing bay. They see the machine land. Back at the barn, everyone is speculating as to what the alarm portends. Jamie thinks they will send a machine. No sooner has he said this then the sound of dematerialisation rings out. They all hide. As the guards emerge, the soldiers spring an attack on them. They are captured, but Harper is killed. Russell is dumbfounded by the futuristic guns used by the guards. They all study the machine. Back at headquarters, the War Chief is cross at the Security Chief for his continual mistakes. The Security Chief questions as to how the War Chief recognised the Doctor. The War Chief reacts furiously to being questioned. He states that when he came to the Security Chief's people, he was promised safety and organisation. He reminds the Security Chief that without his knowledge none of this would be possible. The Security Chief says that if the War Chief has any complaints, he should go to the War Lord. The War Chief says he will and sends the Security Chief away to continue the interrogation of Zoe. The Security Chief returns to find the soldier prostrate on the floor and Zoe escaped. Jamie is still trying to convince Russell as to the value of the machine. Russell asks Von Weich, but he refuses to answer. Jamie gives up and decides to get into the machine without anyone's help. Jennifer initially says she will go with him but is convinced against this by Russell, who says that he has many sick soldiers she can tend to. Russell and some of his men will go instead. The door is closing, and they hurry in. As the machine dematerialises, Von Weich seems very happy. The Security Chief finds the scientist and liberates him from the deprocessing machine. The scientist explains what happened and says he must report it to the War Chief. The Security Chief stops him and confides with him that Zoe and the Doctor are time travellers. The scientist states that only the War Chief and his people know of time travel. The Security Chief states that the War Chief is a traitor to his own people — how can they be sure he is not a traitor to them? The War Chief is told that the transport is returning but hasn't radioed in as per protocol. The War Chief decides to deal with this himself and sends guards down to the landing bay. The Doctor, Zoe and Carstairs are still in hiding in the landing bay, waiting for the return of a machine. They hear the alarm go off. At the same time, the light that signals the arrival of the machine flashes. Many guards pile into the landing bay. As the machine lands, Jamie and the soldiers emerge. They are all shot by the guards. Zoe is fearful for Jamie, but the Doctor states that there is nothing that they can do. They run off, heading to the processing room. The Security Chief and the scientist talk about how the Doctor and Zoe are different to the resistance fighters and that they were not brought from their own time but instead came of their own accord. The Security Chief is worried that the War Chief is either bringing his own people, the Time Lords, there or they are coming of their own free will. The scientist says that the Security Chief should tell the War Lord, but the Security Chief needs proof. He implores the scientist to bring him any unusual specimens he finds amongst the resistance fighters. The Doctor, Zoe and Carstairs find the way to the processing room heavily guarded. The Doctor tries to find another way. He discovers that the walls are embedded with metal and are held together using a force field. He sets about reversing it with tape. On the other side of the wall, the scientist is examining the resistance fighters they ambushed in the landing bay. The Doctor uses his sonic screwdriver for power to operate his force field reverser. Initially it seems as if it has had no effect, but the Doctor approaches a lane and just lifts it away. They see Jamie being lifted onto the reprocessing machine. The scientist analyses Jamie's brain and finds the pattern different to the other resistance fighters. He sends him away to the Security Chief but is interrupted by the War Chief, who questions him as to why he is being taken away. The scientist tries to lie, but the War Chief scares the truth out of him. He allows it to go ahead. This is all watched by the Doctor, Zoe and Carstairs. Once the War Chief has left, Carstairs enters the room and silently disables a guard. The Doctor surprises the scientist as he tries to help him with the machine. Back in the barn in 1917, Von Weich is being guarded by a young soldier called Moore. He asks for some water. As Moore fetches it, Von Weich tries to escape. Moore stops him just in time. The Security Chief is questioning Jamie with the helmet on. He asks who sent the travellers here — Jamie says no one. He asks why they decided to come here — Jamie explains the TARDIS' malfunctioning controls. He asks if they were summoned — Jamie replies in the negative. The interrogation is interrupted by the War Chief. They argue. The Security Chief makes it clear he mistrusts the War Chief. The War Chief says if he has a problem he should go to the War Lord, but if he gets his facts wrong he will crush him. The Doctor has resurrected the resistance fighters. A guard comes across the room, and Carstairs kills him. They flee through the hole in the wall. The Doctor endeavours to take the reprocessing unit with him but is forced to abandon it when more guards arrive. The Doctor fills Russell in. The plan from here is to return to their time zones and bring the resistance fighters together to form one big army. They head off to the landing bay but need a disguise first. Von Weich asks Moore if he could put his monocle in. When he obliges, Von Weich brainwashes him into thinking it is 1871 and that he is Moore's commanding officer. He orders himself untied. The Security Chief brings the War Chief to the processing room and discovers his prisoners gone. He says this is proof positive that they have a space/time machine. The War Chief finds the hole in the wall and dismissively sends the guards to the landing bay. Jamie wakes up and is shocked to see a gas mask in front of his face. It is the Doctor. He and the resistance fighters are all dressed as World War I soldiers. They dress Jamie up and march through the compound. They disable the guard controlling the computer in the landing bay. The Doctor begins to operate the controls. Some guards come, and the Doctor puts up a force field around the landing bay. The guards that got through are disabled by the resistance fighters. The Doctor summons up a machine to return to 1917. The Doctor, Jamie and Carstairs stay to get the reprocessing unit. They release the guards and hide. Von Weich has brainwashed Moore. He orders him to give him his gun. The machine lands, and Russell gets out. Von Weich orders Moore to shoot. Russell tried to convince him, but Moore goes to shoot. A fight breaks out, and Moore is knocked out. Russell wheels around to see Von Weich armed. He tells Russell they are to go back in the machine and return to the headquarters. Russell refuses. Von Weich says he will kill him. Russell still refuses. A gun shot rings out. Von Weich falls to the ground. Russell turns to see Moore with the shot gun in his hand. The Doctor, Jamie and Carstairs have made it back to the processing room. The War Chief and the Security Chief are still at loggerheads. The Security Chief thinks that the Doctor's ability to operate the machinery seems to imply he is a Time Lord. The Doctor has removed the reprocessing unit. As they leave, they find some gas-filled valves. As they make their way into the processing room, the guards attack them. The Doctor throws the valves on the floor, releasing the noxious gas. They make it to the machine and begin to dematerialise. Their joy is short lived as the machine soon stops. The Doctor operates the emergency lock and sets about trying to override the master control. The Security Chief orders the Doctor's surrender. The machine is surrounded. The Doctor reassures his friends that the machine is impregnable. The Security Chief intends to wait, but the War Chief has other ideas. He activates the dimensional controls of the machine. Inside, the walls begin drawing in. The War Chief says they have thirty seconds to surrender or they will be crushed. As the machine's dimensions contract, the Doctor says they have to do as the War Chief says. The War Chief goes to reduce the dimensions further when the door opens. The Doctor crawls out. The War Chief orders the others to come out too. The Doctor throws one of the gas valves on the ground and, as everyone else is coughing and blinded, covers his mouth and rearranges the controls. He returns to the machine, which dematerialises. Once the gas has cleared, the War Chief realises that the Doctor has locked the remote control. The Security Chief puts an alert out on all time zones. The War Chief says he reckons they will be returning to 1917. The Doctor states that they should not return to 1917 as it is where they would expect them to go. He decides to go to a nearby zone and cross by foot. The Security Chief asks the War Chief if he has tracked the machine. He says he will only be able to pinpoint it once it has landed. An alarm goes off. The War Lord has arrived. The pair squabble about who is to go and greet him. The War Chief goes. Inside the machine, the travellers think it is taking it's time. The Doctor says that he has no control over the machine. Jamie makes a dig at the Doctor, saying it is just like the TARDIS. The machine starts to materialise. The landing of the machine is registered in the headquarters. The Security Chief alerts everyone in the Roman era. They are to be captured or destroyed. The War Lord enters and questions the Security Chief about the issues they have been facing and the War Chief about the issues regarding processing. The War Chief reports the theft of the processing machine. The Security Chief is forced to take the blame. The Doctor, Jamie and Carstairs make their way through the countryside. They undergo an attack by a fleet of Romans. They run towards the time zone barrier. At headquarters, their escape is tracked. The Security Chief wants to send guards. The War Chief argues against as the repeated sighting of guards will further affect the processing of the subjects. The War Chief suggests they form an assault around the TARDIS where they will be heading. Their argument becomes more heated. The Security Chief alludes that the Doctor is a Time Lord and is working in collusion with the War Chief. The War Lord breaks up their argument, saying they will either cooperate or be replaced. The Doctor, Jamie and Carstairs have crossed the time zone barrier into 1917. They consult their map and move off but not before they have been spotted and reported to Smythe. Smythe plots their position and sees they are near a machine gun emplacement. The Doctor, Jamie and Carstairs make their way through the trenches and drop to the ground as they hear a barrage of machine gun fire. They are pinned down. The machine gunners are knocked out by the emergence of the resistance fighters and Zoe. They see that their friends are surrounded by armed soldiers. They decide to follow them. The Doctor, Jamie and Carstairs have been brought to Smythe. Smythe says that the Doctor's court martial still stands, and he is to be killed. Jamie and Carstairs are to be sent away. Carstairs tells Smythe that he knows of the charade in which they live now. He tries to convince the other soldiers around him, but Smythe puts on his glasses and counteracts Carstair's dissension. He orders for a firing squad to be prepared. The Doctor states that Smythe is making a big mistake and that his alien superiors will want to question him. Smythe sends him to the firing squad and disappears into his quarters. He reports the capture of the three to the War Chief but says that the Doctor was killed in the process. The War Chief asks if Smythe has got possession of the reprocessing machine and says that the recapture of it is of the highest priority. Smythe questions Jamie and Carstairs. Seeing the opportunity, they say that the Doctor is the only one that knows where it is. Carstairs stops the firing squad just in time. No sooner has the words come out of his mouth than the resistance fighters storm the chateau. A fight breaks out. The Doctor and Zoe return to the chateau in the chaos. Smythe has locked himself in his quarters and is reporting the storming of the chateau and pleas for help to be sent. The resistance fighters are breaking down the door. The War Chief orders Smythe to deactivate the area control, destroying the entirety of the time zone. Before he can do it, the resistance fighters enter and kill Smythe. In headquarters, they can see that the resistance fighters have taken over the chateau and that the Doctor is still alive and in possession of the processing machine. They note that all the resistance fighters are all in the same place. The Security Chief wants to send more guards and the War Chief wants to destroy with an artillery barrage. The War Lord overrules them both and says they should order their forces to destroy them. Jamie reports that all forces are surrounding the chateau and there is no escape. The Doctor asks Carstairs and Russell to hold the fort for as long as possible while he works on something. He and Zoe start to dismantle the area control to figure out how it works. In the headquarters, they monitor the chateau but are shocked to see the resistance fighters putting up a fight. The Security Chief notes that the Doctor seems to be living a blessed life and suggests that the War Chief may have a hand in this. The War Chief vows that the Doctor will die. During the fire fight at the chateau the resistance fighters take a hostage. Carstairs, seeing the situation is desperate, suggests that the Doctor and Zoe should escape. The Doctor says that that won't be necessary and flicks a switch. All the gun fire stops. He has placed a time zone barrier around the chateau, making a secure base which cannot be penetrated. Seeing the hostage, he says he will now try the next step of his plan. The Security Chief and the War Chief blame each other for the failings. The War Lord blames them both and says he will now take charge. The Doctor is using the processing machine on the hostage. It works and returns the French soldier back to his normal state. The Doctor states that this means they can convert everyone into a resistance fighter and, if Russell's men can get the right equipment, he can expand the equipment so he can reprocess dozens at a time. They hear the materialisation of a machine and hide. Some guards exit alongside the War Lord. They shoot a number of the resistance fighters, find the Doctor, grab him, pull him into the machine and dematerialise. The machine materialises at headquarters. The Doctor is marched out followed by the War Lord, now in possession of the reprocessing machine. Carstairs is regretting the fact that they weren't prepared for such an ambush. Jamie enquirers with Zoe if she could control the telescreen and summon one of the machines so they can return to headquarters. She says it is possible. Russell goes to get some machine guns to ambush the guards. The War Lord gives the processor to someone to return home to have it mass-produced. The War Chief assures the War Lord that the Doctor will have to undergo a special interrogation. The Security Chief is using the truth helmet on the Doctor. He is trying to get the Doctor to admit that the War Chief brought him here, but the Doctor is resilient. The Security Chief warns him that he will answer or be destroyed. The machine guns have been set up. Zoe tells Russell that she remembers all the resistance fighters and their location so they can still act out the Doctor's plan. They hear the materialising of the machine and rush to the machine gun. As soon as the guards exit, the soldiers fire. The guards quickly retreat. The door opens again, and the guards stick their guns out and fire, killing the two machine gunners. Carstairs sneaks up and throws a grenade into the machine. The door closes and the machine dematerialises. Russell demands more machine gunners to be brought in and then sets out to arrange a meeting with all the Resistance leaders. Jamie is left in charge of the chateau. The Security Chief is still interrogating the Doctor and warns him that his mind will only last thirty minutes at this level. The War Chief interrupts him. The Security Chief yet again implies how the War Chief is always around to save the Doctor. The War Chief admits that the Doctor is one of his people and resilient to the truth helmet. The War Chief orders that the Doctor be released so they can talk alone in the War Room. The Security Chief argues about this, but the War Chief is insistent. As soon as the War Chief leaves, the Security Chief contacts the War Lord. When the War Chief is alone with the Doctor, he tells him that he recognises him even though he has changed his appearance. The Doctor says that he had every right to leave his home planet. The War Chief questions the morality of stealing a TARDIS and goes on to say that he and the Doctor are very similar, an accusation the Doctor strenuously denies. The War Chief asks the Doctor if he knows the final objective of the war games; when he replies in the negative, the War Chief tells him that the aim is to whittle the best soldiers from the most aggressive planet into a super army whose objective is to enforce peace to the Galaxy. The War Chief tries to convince the Doctor that his intentions are pure. It is all quiet in the chateau until one guard is knocked out and one is held up. A sleeping Zoe is awoken by a soldier from the Mexican Civil War. He is looking for Russell. When Zoe questions who he is, he states he is Arturo Villar, one of the resistance fighters. He is sceptical about the meeting and has the chateau surrounded. Zoe hurries off to find Jamie. Jamie wants to argue with him, but Zoe is concerned that he will leave and end the chances of their plan coming together. Zoe has a plan and rushes away with Jamie. Soon Zoe reappears to Arturo and tells him that Russell is not around but the second in command, Jamie, is present. Jamie has been dressed up to look like a Highlander again and confidently walks up to greet Arturo. Jamie tries to convince Arturo to stay but does not have the communication skills. Zoe tries feeding him lines but, soon enough, is persuading Arturo herself. Arturo thinks small groups of guerrilla fighters are better, but Zoe insists a united force will destroy their alien masters. When Zoe informs Arturo that she knows how to get to the alien's stronghold, Arturo is convinced and stays. The War Chief informs the Doctor that the war games are an attempt to solidify a United Galactic Empire. The War Chief is about to offer the Doctor a role in this empire when he is interrupted by the War Lord and the Security Chief. The War Lord cross examines the Doctor. The War Chief says the Doctor has agreed to cooperate, but the Security Chief says that the Doctor should be killed. The War Lord decides that the Doctor will be spared if he cooperates, but if he doesn't, both he and the War Chief will be killed. Once they have left, the War Chief confides to the Doctor that he has a plan to take over as the Supreme Galactic Ruler. The meeting of resistance fighters is in full swing with Arturo and Ivan Petrov, a Russian soldier from the Crimean War, being the most vocal. Arturo is still sceptical. Russell explains that they can go to the machine, climb aboard as an army and destroy the headquarters. They decide to use the landing place in the barn in the American Civil War Zone to stage their attack however before that there is another part of their plan to put into place. Later, some resistance fighters storm a Roman military camp and destroy their communication unit. This registers with the Security Chief, who sends a guard. Carstairs is also informed. He says the Crimean War Zone is next. A soldier in the Crimean War Zone is attacked by resistance fighters, and the communications unit is destroyed with dynamite. Again, this registers with the Security Chief who sends a squad of guards. At the chateau, Russell is informed of the number and location of all guards sent by the Security Chief, and Jamie and Zoe place it on a map. Soon enough the map is peppered with numerous guards. Russell informs them it is now time for phase two: the attack on the barn. They are to leave one by one so as not to arouse suspicion. In the barn, a wounded soldier goes for the telescreen, but Arturo's men shoot him just in time. The Security Chief has noticed the pattern, but it is too late. There are few guards left at headquarters and none have returned that he sent out. The War Lord and War Chief are critical of the Security Chief. The Security Chief says that the resistance fighters have to be in the American Civil War Zone as it is the last place yet to be attacked. He suggests they use a neutron bomb, which will wipe out all people in that zone, processed and unprocessed. The War Lord overrules this and says there is a more subtle plan in which the Doctor can prove his loyalty and save his life. All the resistance fighters are assembled at the barn. Carstairs goes to destroy the telescreen, sending the guards, when the Doctor appears on it. He says he has gained control of the machines and that he is to send a machine. He demands that only the resistance fighters get into it. Jamie argues but the Doctor shuts him down. The resistance fighters discuss if it is a trap. The machine materialises, and the men hide in case guards emerge. They discover it is empty. All but one of the leaders of the resistance enter. When the machine materialises, the Doctor greets them all. Once they are out in the open, they are surrounded by guards. The Doctor orders them not to move. The War Lord thanks the Doctor for his compliance. Russell threatens the Doctor. The Security Chief wants the Doctor disposed of too, but the War Chief blocks it. The Security Chief says that the War Lord will decide. When left alone, the Doctor says he doesn't understand why the War Chief wants him to remain alive. The Doctor flatters the War Chief as to the technological advances of his machines. He states that in his day such machines with pinpoint accuracy would be at the expense of a terribly short lifespan. When the Doctor asks how he did that, the War Chief brushes the question off. The Doctor realises that the War Chief hasn't fixed the problem and that he needs the Doctor's TARDIS to escape. The War Chief says that if they two escape in his TARDIS, they can rule over the galaxy together. The Doctor realises that he has the power over the War Chief, but the War Chief says that if the Doctor tries anything, he will turn the Security Chief on him. Imprisoned Russell and Arturo threaten death to the Doctor. Jamie and Zoe stick up for him. The War Lord praises the Doctor but is concerned as to why he has swapped sides. The Doctor flatters the War Lord and says he likes to be on the winning side. The War Lord asks how the Doctor can help his cause. The Doctor says he can reengineer the processing machines to work on the resistance fighters. The War Lord relents and says the test will be on his friends. The Doctor insists that they are not his friends anymore. The Security Chief accompanies the Doctor to the processing room. The War Chief and the War Lord plan the destruction of the rest of the resistance fighters. The War Chief asks if the War Lord is returning to his home planet. The War Lord icily says that he is going nowhere until the situation is resolved. The resistance leaders discuss what is going to happen to them. The Security Chief arrives with the Doctor and informs them that the Doctor is to reprocess them, but he is not affording him any security. He leaves the Doctor unprotected with the resistance leaders. Arturo approaches the Doctor, threatening death. The Security Chief questions how the War Chief is doing away with the resistance fighters. The War Chief says that, without their leaders, they have plunged into disorder. The War Chief questions where the Doctor is and rushes off to look for him. The Security Chief listens to some recordings he has made in the War Room. Jamie pulls the resistance leaders off the Doctor. The Doctor says that they were going to have a neutron bomb dropped on them, and he was forced to bring them here. They don't believe him, and Arturo breaks free of Carstairs and strangles the Doctor. The War Chief enters and saves the Doctor. The Security Chief listens back to all the conversations that the War Chief has had with the Doctor. The Doctor is reprocessing Jamie. He has convinced Jamie he is back fighting the Redcoats. The War Chief is pleased and leaves. The Doctor calls Zoe over. Zoe resists, but when she is in the machine the Doctor whispers that it is a ruse. The War Chief returns to the War Room and orders the arrest of the Security Chief for allowing the Doctor to die. The guards ignore him. The Security Chief plays back the recordings and orders the arrest of the War Chief. The guards drag him away and the Security Chief orders the Doctor's arrest. The Doctor is "reprocessing" Arturo but he doesn't realise that it is a trick and tries to kill the Doctor. Jamie pulls him off and explains it to him. They discuss what they should do now. Zoe sees the guards coming. The resistance leaders overpower them and liberate the War Chief. The War Chief tells the Doctor they have been discovered, but the guards at the Landing Bay do not know yet, so they should go there and redirect the returning guards. Before they do that the resistance leaders insist they get their weapons back, and the Doctor insists they take the War Room. The Security Chief broadcasts to all time zones that the guards are to return but is interrupted by the resistance leaders storming the War Room. The alarm is raised, and many are killed. As the Security Chief tries to escape, the War Chief kills him before he himself is disarmed by Carstairs. The alarm is switched off. Zoe asks how they are going to return everyone to their own time. The War Chief says they can't use the machines as there are only two left. The Doctor is faced with only one option. The War Chief, seeing what the Doctor is thinking, begs the Doctor to reconsider. He forces the War Chief to contact all time zones and stop the fighting. Zoe questions the Doctor as to what the War Chief was so scared of. The Doctor says he is going to have to contact the Time Lords. When Jamie says that there is no danger from his own people, the Doctor contradicts him, but he has no choice. He sits on the floor and lays out six cards in a circle. He goes into a trance. The War Chief tries to stop him but is restrained. The cards form a cube. The Doctor wakes and explains that the cube consists of all the information about the War Games and a plea for help for the Time Lords. They realise that the War Chief has gone. They race to the Landing Bay to cut him off. In the Landing Bay, the War Chief summons a machine. Just as he is about to board, some guards stop him. The War Lord has arrived. The War Chief reports the revolt and says they have to return to their home planet. The War Lord asks where the Security Chief is. The War Chief says the resistance leaders killed him. The War Lord says that he knows that that isn't true and that he has heard the recordings. The War Chief tries to bluster and then runs. Some guards come out of nowhere. The War Chief is killed. The Doctor hears the screams but says they must push on to the Landing Bay. The War Lord wants to return home and summon an army to quell the revolt. The Resistance Leaders arrive and overpower the guards. Arturo wants to kill the War Lord, but the Doctor orders that he should be left for the Time Lords. The Doctor says goodbye to Jamie and Zoe. He says that the Time Lords will return them to their own times too. When they ask why they can't carry on travelling with him, the Doctor says he doesn't have time to explain. They insist that they will come with him. The Doctor says that he has to return to the 1917 zone and the TARDIS. Carstairs asks to come with them to see if he can be reunited with Jennifer. The Doctor summons the machine before returning into his trance and sending the cube. Arturo doesn't believe that anyone is coming for them. He holds the Doctor up. Russell joins him. The Doctor begs to be let go. He pushes past Arturo. Russell has to stop Arturo from shooting the Doctor in the back. As the machine dematerialises, the War Lord says that the Doctor will wish he had have been killed when the Time Lords get their hands on him. Back in 1917, the fighting has stopped. The Doctor quickly says goodbye to Carstairs before sprinting to the TARDIS. The travellers turn to look back and see Carstairs disappearing into the mist. As they run they are struck down by the mist. The Doctor crawls towards his TARDIS as the mists consume him. He gets the key in the door before falling unconscious. The Doctor identifies the thing slowing him down as a force field employed by the Time Lords. The Doctor, Jamie and Zoe work as a team and open the door. They crawl in, but the force field is affecting the inside of the TARDIS too. The Doctor suggests that if he dematerialises it might break through the force field. He does so and it proves true. His companions ask him why he is running away from his own people. The Doctor explains that Time Lords have the ability to live forever barring accidents and the power of travel through space and time, but they never use it for good. They just gather knowledge of events. The Time Lord code is to never interfere or help. He has set the TARDIS for a planet on the outermost fringes of the galaxy, but the TARDIS begins landing prematurely. The Doctor rushes to the scanner to see the TARDIS land on the sea. Zoe says that the TARDIS has landed on the sea before and has been fine, but this time the scanner shows that they have continued to go underwater. The Doctor promises Jamie and Zoe that they are completely safe, but water begins to drip onto the console. The Time Lords are breaking down the defence mechanism. The Doctor takes them to the one place where they might be safe. He moves the TARDIS into the middle of outer space, hoping they won't be detected. A voice comes from nowhere, saying that there is no escape and that the Doctor needs to return the TARDIS to his home planet immediately. Reluctantly, the Doctor seems to agree before quickly attempting a transference jump somewhere safe. He fleetingly ends up in crocodile-infested waters before they are on the move again. The scanner doesn't show anything until it zones in on a corridor. The voice confirms the Doctor has returned to his home planet. Disconsolate the Doctor emerges. They are met by a Time Lord whom Jamie tries to challenge; the Doctor calls him off. The Time Lord leads the Doctor, Jamie and Zoe into a courtroom where they are ruling on the War Lord. The Time Lord in charge says that all surviving soldiers have been returned to their own time, but many have died and many more would have died if the War Lord's plan had been brought to bear. The Time Lords accuse the War Lord of breaking all galactic laws. The Doctor tells Jamie and Zoe that this is a rare thing to see as the Time Lords rarely hold court. Zoe asks if they can escape. The Doctor confides that his companions might, but it is unlikely he will. The Doctor is called as a witness. He states that all the knowledge possessed in the cube is truthful. The Time Lords call on the War Lord to speak, but he refuses. The Time Lord in charge fixes him with a stare that causes a blinding pain in his head. The War Lord begs the noise to stop. The War Lord denies the court the authority to prosecute him and states that the soldiers would have killed themselves anyway. He also says that the Time Lords are complicit with him as both the War Chief and the Doctor were working alongside him. The Doctor denies this. Some Time Lord scientists are observing the TARDIS when they hear the sound of dematerialisation outside. They emerge to see one of the machines. Some guards come out and kill the scientists. The Time Lords have found the War Lord guilty and say that his accusations towards the Doctor are fraud. The guards rush in and seize the Doctor, Jamie and Zoe as hostages. The Time Lords let them go. The War Lord insists the Doctor is to help them and forces them into the TARDIS. Jamie insists that the Doctor has no control over the TARDIS, but the War Lord doesn't believe this. He says that the Doctor will make him many TARDISES. He orders the Doctor to take him to his home planet or Zoe will be killed. The Doctor approaches the console and shouts for Jamie and Zoe to cover their eyes. A blinding light cripples the War Lord and his guards, and they run to the Time Lords. A force field is placed around the TARDIS, trapping the War Lord and his guards. The Time Lords say a similar force field has been placed around their home planet to protect the galaxy from their kind. The War Lord and his guards are dematerialised so it was as if they never existed. Jamie thinks this is the end of the ordeal and walks towards the TARDIS, thinking they can all continue their adventures. The Doctor tells him that they will not be allowed to go. The Doctor is led away to his own trial, whilst Zoe and Jamie are trapped inside a force field. The Time Lords accuse the Doctor of breaking their laws of non-interference. The Doctor admits doing so and is proud of it. He is proud of having fought evil and not merely observed it. He asks for a thought channel to show the evil he has fought. He shows the Time Lords the Quarks and the Yeti. They are not impressed. He goes on to show them the Ice Warriors, the Cybermen and the Daleks. He ends by saying that he may be guilty of interference, but they are guilty of passivity against such evil. The Time Lords say they need time to think and that the Doctor will be recalled when they have made their decision. Jamie and Zoe are still calling to be freed from their force field. A Time Lord arrives, drops the force field and tells them he is there to return them home. They beg to see the Doctor, and the Time Lord relents. The Doctor is playing cards inside a force field. The Time Lord switches it off to allow Jamie and Zoe in and leaves them to say goodbye. Zoe asks what punishment he is likely to get. The Doctor suspects he might just get a boring speech. Jamie and Zoe try to convince the Doctor to escape. He is reluctant but relents. They discover that the force field has been let down. They make their way back to the TARDIS but are intercepted by a group of Time Lords and a force field. The Doctor says there is no escape. He bids goodbye to Jamie and Zoe. They make their way into the machine and it dematerialises. A Time Lord says that they will wipe their memories so they have no knowledge of the Doctor. Later in the court, the Doctor watches Zoe as she returns to the Wheel at the exact moment she left. Everything is fine except she says she feels like she has forgotten something important. He then asks to see Jamie, who wakes up in the middle of nowhere and immediately is shot at by a Redcoat. Jamie attacks him with his sword. The Doctor chuckles and turns to his people. He enquires what fate has in store for him. They have accepted his plea that evil has to be fought and that he has his part to play in that. He asks if he is to go free. The Time Lords says he is to be exiled on the planet Earth in the 20th century — as it is there that he has shown the most affinity. In addition, the secret of the TARDIS is to be taken away from him. The Doctor is appalled by this. He says that he is known on Earth, and it could cause him some difficulties. The Time Lords say they will change his appearance again. He is furious at this but is placated when he is told that he can choose. He is shown five faces that he successively adjudges to be too old, fat, thin, young or that "it won't do at all". He wheels around and begins to shout at the Time Lords but starts to lose function and the ability to talk. He goes into a daze. He is still railing against his punishment as he begins to drift into nothingness. It is the late 20th century on Earth, and there is a heatwave in England. At a tracking station, a radar technician is scanning the screen and calls for the duty officer. She comes in, and he shows her what looks like a meteor storm — but when they scan closer, it emerges that the meteors are flying in formation. A local poacher, Sam Seeley, hears the meteors falling to the ground and runs for shelter. As he emerges from the undergrowth, he finds one of the meteorites, which is pulsing with energy. The radar technician remarks that the meteorites have landed in Oxley Woods, in Epping. He can't get over the fact that they were in formation. The UNIT officer has phoned her superior, who also doesn't think they were meteorites. The technician wonders what else they could be. The TARDIS also materialises in Oxley Woods, and the newly regenerated Doctor emerges and collapses to the ground. Meanwhile at UNIT headquarters, Brigadier Lethbridge-Stewart interviews Doctor Elizabeth Shaw of Cambridge University for the position of UNIT's scientific advisor. She says she has been approached by the security services before and isn't interested. The Brigadier says that UNIT aren't exactly spies, that they deal with the odd and unexplained — on Earth and even beyond. She is rather dubious at the prospect. The Brigadier tries to entice her by talking about a thin funnel of super-heated air that has heralded the landing of meteorites at the same place twice in the last six months. She is intrigued by this. The Doctor is brought into a local hospital. Doctor Henderson says he will take a look at him. The Brigadier tries to explain the importance of UNIT, saying that there are 500 planets known to be capable of supporting life, and that Earth needs to be prepared, adding that Earth has drawn attention to itself over the years. Liz is openly derisive when the Brigadier claims that Earth has interacted with alien races. The Brigadier mentions a mysterious man, known only as "the Doctor", who has aided UNIT in the past. Captain Munro telephones the Brigadier from Ashbridge Cottage Hospital. Munro informs him that nothing has been found of the meteorites, but that one of his patrols found a man collapsed in the woods next to a police box and have brought him to the hospital. The Brigadier tells Munro that he wants the police box to be guarded, but that the police are not to be notified. At the hospital, Dr Henderson looks over his patient's x-rays and is incensed that someone in the radiography department has played a joke, making him appear to have two hearts. En route to voice his anger, he receives a page from Dr Lomax in the pathology lab. Lomax is similarly furious with Henderson for sending him non-human blood. Henderson assures Lomax that he took the blood sample himself, and that even if the patient's blood is different, he still has to look after him. Mullins, a porter, overhears Dr Henderson's end of the conversation and telephones the press in hope of a reward, telling them of the strange things happening at the hospital. Meanwhile in Oxley Woods, Sam Seeley has returned for the meteorite, with a shovel — and a burlap sack normally used for poaching. He digs up the meteorite, uncovering an object that is not a clump of rock, but a pulsing, trilling plastic orb. He hoists it from its earthy resting place and stows it in his poacher's sack. Suddenly, Seeley hears voices, and through the trees sees three soldiers, before sneaking back to his find. At the hospital, the Doctor wakes up and leans over the side of his bed, looking for his shoes, but a nurse puts him back into bed. Dr Henderson comes in. The nurse tells him the patient tried to get out of bed but has fallen asleep again. A car pulls up outside the hospital, and the Brigadier and Liz Shaw step out of it. Inside the hospital, the lobby is overrun with the press, who are asking Captain Munro about the hospital's mysterious patient and what UNIT is doing there. The Brigadier offers them only the cliché explanation, "training exercise", which the press do not believe. The reporters speculate about a "man from space" — and whether the man has been injured by, or is hiding, one of the meteorites. The furious Brigadier orders that the guards at the police box are to be issued live ammunition. The Brigadier and Liz then enter the ward and introduce themselves to Doctor Henderson. He tells them that his patient has two hearts and blood that can't be identified. The Brigadier is pleased. This must be the Doctor. He walks over and looks at the man's face. Liz asks the Brigadier if he knows the patient, but, owing to the Doctor's changed appearance, the Brigadier doesn't recognise him and asserts that he has never seen the man before in his life. The Doctor awakens and recognises the Brigadier, much to the latter's confusion. He borrows a little mirror from Liz, and examines his new visage. He seems initially disappointed before deciding that it is distinctive. Everyone else looks on confused. The Doctor falls unconscious again. The Brigadier tries to wake him, but Doctor Henderson stops him. The Brigadier tells Munro he wants the Doctor taken to UNIT HQ as soon as he is able, although Dr Henderson is not sure when that will be. The Brigadier further directs Munro to look for the meteorites. They all leave. As soon as he is alone again, the Doctor opens his eyes. Journalist Michael Wagstaffe sees Lethbridge-Stewart leaving by car and tells his colleague Jimmy that the UNIT group must have left by the back door. Jimmy asks Mullins when he and the press can see Doctor Henderson, but Mullins tells them they will have to wait. Wagstaffe goes to telephone his newspaper but discovers that a strange man (later identified as Channing) is using the only phone. He asks which newspaper he is on, but Jimmy says he does not know. Mullins comes over and tells them that Channing must have come in with them. Wagstaffe politely asks the man if he could use the telephone. The man, who has just been standing in the phone booth, like a waxwork, not actually telephoning, pushes past them and leaves. Meanwhile, Sam Seeley is found lurking in Oxley Woods by Munroe's subordinate, Corporal Forbes. Forbes tells him the woods are restricted and expresses his displeasure with Sam's poaching activities. Forbes asks Seeley if he saw the patrols; Seeley responds that they didn't see him. Forbes declines Seeley's attempt to sell him freshly poached rabbits, instead telling him to leave and not to come back into the woods until they're de-restricted. Seeley asks Forbes about the "thunderballs" (meaning the meteorites) and asks if there is a reward for finding one. Forbes demands to know if Seeley knew where one landed, but Seeley evades the question and Forbes just ends up telling him to push off. At the cottage hospital, the Doctor wakes up and leans out of bed again, still looking for his shoes, but the nurse tells him he's not going anywhere. Dr Henderson enters, and the nurse tells him the Doctor's pulse has settled down — to a mere ten beats per minute. Dr Henderson asks the Doctor how he's feeling, but the Doctor says only, "Shoes." The nurse tells Dr Henderson that he is worrying about his shoes and presumably thinks someone has stolen them. Dr Henderson asks where they might be, and the nurse tells him they are probably in his locker. Dr Henderson takes them out and gives them to the Doctor, who snatches them out of his hands and hugs them. The nurse remarks that the Doctor has been behaving very oddly, so Dr Henderson tells her he will take the Doctor's blood pressure again, worried he may have suffered brain damage. Behind their backs, the Doctor looks in his shoes and finds the TARDIS key — which he conceals in his mouth instead. Two burly men appear and knock out Dr Henderson, then put tape over the Doctor's mouth, before sitting him in a wheelchair and kidnapping him. Dr Henderson wakes up and discovers the Doctor has gone. As Henderson chases after him, he is intercepted by Captain Munro, whom he alerts to the situation. Outside the hospital, the Doctor is being pushed to an ambulance, but he escapes in his wheelchair. The ambulance drives off at speed in pursuit, with the mystery man Channing at the wheel. Munro orders a soldier to shoot out the tyres, but the ambulance escapes. The UNIT soldiers find the wheelchair abandoned in the woods. The Doctor reaches Oxley Woods, but as he crashes through the trees, he is shot by a nervous UNIT soldier guarding the TARDIS, who has been startled by the distant sounds of gunfire. The Doctor collapses. Corporal Forbes is incensed by the soldier's action. Captain Munro, Corporal Forbes, and the private who fired the shot all converge over the unconscious Doctor. The Doctor is returned to the hospital, and the Brigadier questions Dr Henderson about his condition. The bullet only grazed his scalp, but the Doctor is in a deeper coma than Dr Henderson has ever seen -- which Henderson speculates is self-induced. Henderson still states that the Doctor cannot be moved. Before the Brigadier leaves the hospital, Dr Henderson shows him the TARDIS key and says the unconscious Doctor's hand had to be pried open in order to get it. The Brigadier tells Captain Munro to double the guard at the hospital, as the police box is now en route to UNIT Headquarters. Munro shows him a broken up meteorite and says it was destroyed when it hit the ground. It is lightweight and appears to be made of plastic. They discuss why whoever is behind this wants the Doctor. Munro shows the Brigadier a picture of Channing, the lead figure behind the attempted kidnapping. The only other detail that Munro can recall is that there was something odd about the kidnappers' faces. At the nearby Auto Plastics factory, salesman John Ransome visits the production manager, George Hibbert, tailed by the mysterious Channing. Ransome argues with Hibbert over his sudden sacking and the cancellation of production of the new toy doll which Ransome had designed and sold to an American company. Ransome also demands to know why everything and everybody has changed in the factory and asks what is going on inside his old workshop — which now has an "out of bounds" sign on the door. Hibbert tells him they have developed a new process and have a new policy. Ransome is ordered to go away and to stay away. He wants to know more, but Channing appears and Hibbert seems to go into a trance. As he leaves, Ransome tries to investigate his workshop, but Channing again appears. Back at Unit HQ, Liz is trying to identify the debris from space. It is definitely not a meteorite; it shows signs of having been manufactured. She is still sceptical about alien involvement and is even more sceptical about the Brigadier's claims regarding the Doctor. Channing and Hibbert argue, but Channing has a firm hold over Hibbert. Channing reports that two energy units are still missing. Hibbert speculates that the Doctor may have one, but Channing thinks they are more likely embedded in soft earth. To locate them Channing will increase their pulsation signals. Meanwhile, Sam Seeley, the poacher, removes the meteorite he found from an old metal trunk in his garden shed and is takes a closer look at it. As he does so, a mannequin that looks superficially human, at least from a distance, comes to life in the woods. Seeley's wife Meg comes into the garden, and he hurriedly pushes the energy unit out of sight into the shed. Meg inspects the trunk to make sure he isn't hiding stolen goods in it. After seeing that it contains only an old blanket, she tells Sam she won't have the dirty old trunk in the house. After she goes back in the house, Sam again hides the energy unit in the solid metal trunk, muffling the trilling effect. In the woods, the hunting mannequin loses the signal and deactivates. The Brigadier welcomes Major General Scobie, UNIT's liaison with the regular army, and introduces him to Liz. Scobie asks what a police box is doing in the lab, and, with an ironic look, thinking her remark is merely a joke, Liz tells him it's actually a spaceship. Back at the hospital, Forbes is guarding Dr Beavis' car at his request. Captain Munro orders him into a jeep; they're off to join Section 3, who have turned up another of the meteorites. Meanwhile, the Doctor — clad only in a hospital gown — sneaks into the staff locker room in search of some clothes. When Doctors Henderson and Beavis enter, the Doctor jumps into the shower, thus hiding his face from them and avoiding being recognised. Beavis takes off his coat, hat and scarf and leaves them behind the door. As the UNIT soldiers dig up a pulsating, trilling meteorite, the Auton standing silently in the woods begins to move again, swinging from side to side like a radar scanner, until it locks on to the signal. The Doctor has dressed himself in a hodgepodge of clothes he has "borrowed", and adds Beavis' hat, cloak and overcoat. As he escapes, an alert is raised. Hurriedly he tries to find a car to steal, settling on Dr Beavis' antique jalopy. At UNIT HQ, the Brigadier is told of the Doctor's escape. He says that the Doctor will home in on the TARDIS. The Brigadier again tries to open the TARDIS, but fails; Liz suggests he has the wrong key. Munro orders Corporal Forbes to deliver the meteorite to UNIT HQ. But on the way, Forbes swerves to avoid the hunting Auton, which emerges without warning from the woods beside the road. He crashes the jeep into a tree, killing himself. The Auton takes the meteorite. In Ransome's old workshop, which is now full of similar looking mannequins, Hibbert tells Channing that General Scobie will soon arrive. Meanwhile, the Doctor drives into UNIT's vehicle entrance. Before the commissionaire can even ask to see his documents, the Doctor berates him, declares that he hasn't got a pass, and demands to see Brigadier Lethbridge-Stewart at once. The commissionaire telephones the Brigadier and is told to allow the Doctor entry. The Doctor enters the lab. When asked how he knew where to find UNIT HQ, he shows the Brigadier his wristwatch, which doubles as a TARDIS magnet. The Doctor asks if the Brigadier has the key. The Brigadier says it doesn't fit, but the Doctor tells him it won't work for anyone but himself. The Brigadier has a lot of questions, but the Doctor explains that he has lost his memory. The Brigadier asks how is he to know that the Doctor isn't an impostor; but the Doctor replies that only he knows that. The Doctor studies his new appearance in a mirror and thinks he looks very smart, opining that his new face would be quite useful on Delphon, whose inhabitants communicate with their eyebrows. The Brigadier introduces him to Liz Shaw, to whom he says, "How do you do", in Delphon — using his eyebrows! The Doctor examines the broken bits of the meteorite and finds them rather interesting: given the shape of the fragments, he deduces that they were hollow spheres, transporting something to Earth. The Brigadier asks the Doctor to assist UNIT with the investigation, and the Doctor asks for the key to the TARDIS in return, to which the Brigadier replies, "Possibly". The Doctor asks him how many meteorites came down, and the Brigadier says there were fifty of them. The Doctor then asks how many have been found, and the Brigadier says only one — and even that has disappeared. The answer to the Brigadier's question is obvious to the Doctor: the meteorites had been collected and taken somewhere by the time the soldiers arrived to look for them. The question is: where? Ransome returns to the Auto Plastics factory, climbing over a high wall to enter the grounds. In Hibbert's office, Channing and Hibbert are showing General Scobie a plastic facsimilie dummy, rather like a waxwork, before showing him to his car. Ransome enters the factory, climbs the staircase, and breaks into his old workshop, finding it full of new modern electronic equipment and a line of blue suited mannequins. As he inspects a strange computer-like device, he hears a noise from behind him. He slowly turns around — and is horrified to see one of the mannequins step down from a plinth and halt in front of him. The mannequin's hinged hand drops away, revealing a small nozzle. It discharges a powerful energy bolt at Ransome, but he evades it. Fleeing the workshop, he escapes down the fire escape with the mannequin in rapid pursuit. In the factory, the mannequin is on the point of blasting Ransome down, until it sees that Channing and Hibbert are accompanied by General Scobie. It conceals itself until Scobie has gone. In the car park, as the General bids them goodbye, Channing refuses to shake his hand: it would be too obvious that he was not human. Scobie asks if he can see the waxwork they are making of him before it is sent to Madame Tussauds. Channing tells Scobie that they will arrange that. Later Channing and Hibbert discuss the fact that Ransome was here. Channing knows because the machines registered his brain pattern. Channing says he will send an Auton. Hibbert protests, saying it will kill him. Channing brainwashes him and convinces him that it is a good thing. He sends an Auton off. Meanwhile, Ransome runs out into Oxley Woods where he collapses and is rescued by UNIT. Meg Seeley discusses the local goings on with her husband. She is sure the meteorites are linked into the soldier's activity. Ransome is shell shocked and can only mutter something about creatures made in the factory. Munro sends him to UNIT HQ. The Doctor and Liz can get no readings from the energy unit. Liz is frustrated. The Doctor blames the primitive equipment. He says he has a lateral molecular rectifier in the TARDIS that they could use. Liz is dubious. The Doctor assures her that the TARDIS is not just a police box — it is, in fact, dimensionally transcendental. He persuades Liz to try to get the key from the Brigadier. In a UNIT tent, Captain Munro telephones headquarters and is confident that his cordon will keep whoever took the meteor from getting far. Sam Seeley is brought in after asking about the reward for a "thunderball", and Munro demands to know where he found one. Seeley pleads ignorance. Channing reports that the Auton has locked track of Ransome. Hibbert is concerned that he may end up at UNIT. Hibbert is also worried that the "swarm leader" meteor is still missing, but — like Munro — Channing is confident that it will be found. He also says that if Ransome returns, the Autons will kill him. Ransome reports what he has seen at the factory to Brigadier Lethbridge-Stewart. He describes an army of men with smooth, shiny, plastic faces. Liz interrupts and tries to plead on the Doctor's behalf but is stopped short by the Brigadier. Liz sees the key and takes it. The Brigadier is sceptical of Ransome's story. He notices that the key is gone. Liz hands the key to the Doctor. She is shocked when it turns in the lock, due to fact that it didn't when the Brigadier tried. The Doctor states it has a metabolism detector. He disappears into the TARDIS. The Brigadier enters and corners Liz. He calls her gullible and says they will never see the Doctor again now. To prove his point the TARDIS starts to make its dematerialisation noise but suddenly cuts out and begins to smoke. The Doctor emerges, shamefaced. He admits that he can't contemplate a life in one place and time. The Brigadier asks for the key back. The Doctor asks what's the point — he's trapped. The Time Lords have changed the dematerialisation codes. He resigns himself to helping the Brigadier. The Brigadier says he has more evidence for him. At Brook Cottage, Meg Seeley snoops around the shed. The Brigadier questions Ransome about the other man at the factory. Ransome says he is called Channing and appears to have a mental hold on Hibbert. The Doctor suggests they visit the plastic factory. Seeley wants to leave. Munro says he can only go when he has handed over the information. Seeley, again, asks about a reward. Munro is more forceful. Meg opens the trunk in the shed and discovers the swarm leader. This registers with Hibbert and Channing. An Auton is also activated by the energy unit. Hibbert and Channing watch the progress of the Auton towards the cottage. The Auton approaches the building. Seeley tells the truth just as the Brigadier, the Doctor and Liz arrive. Munro informs them of the latest developments. They go to investigate. Meg puts the energy unit back in the trunk. Suddenly, she hears a strange noise coming from inside the house. She enters the house and encounters an Auton that has broken in and is knocking things over in its search for the swarm leader. Meg runs outside into the garden and gets Sam's shotgun out of the shed. When the creature emerges into the garden, Meg loads the gun, aims it and warns the Auton that if it doesn't leave, "I'll blow a hole in you!" The Auton ignores the warning and keeps advancing. Meg fires, but the shotgun blast has no effect on the Auton. It continues to approach. Hibbert and Channing watch all this. Meg has been knocked unconscious. The Auton is checking the house. It begins to look in the shed. When UNIT arrive at the cottage, they enter the living room looking for Meg. They run out into the garden and find the Auton standing over the trunk. The soldiers and the Brigadier shoot at the Auton. The Brigadier calls for a platoon. Channing recalls the Auton. He is terrified. The Auton escapes but is forced to leave the swarm leader behind. Channing tells Hibbert the swarm leader has been taken by some UNIT soldiers. Hibbert asks why the Auton didn't kill the soldiers, and Channing tells him he recalled it because it is too early for a major confrontation. He then tells Hibbert that UNIT must be delayed. He also notices Ransome's brain pattern back in the area and sends an Auton to kill him. Liz puts a blanket over Meg Seeley while the Brigadier goes to telephone for an ambulance. The Doctor investigates the meteorite and tells Liz the signal for it must have been muffled by the metal from the trunk it was in. Liz tells him to be careful with it as it might explode, but the Doctor tells her it will be alright as long as they treat it gently. Liz is worried that the Auton will return for it. The Auton discovers Ransome in the UNIT tent and blasts him down with an energy bolt. Channing orders total destruction. There is a flash of light as the Auton obliterates Ransome's body, which explodes without a trace remaining. Munro reports that the soldiers have lost track of the Auton. The Brigadier orders a cordon around the plastics factory. The Doctor urges caution. When he discovers Ransome's disappearance, the Brigadier is infuriated with the the sergeant whom he had left in charge. The sergeant had posted a guard at the front of the tent but left the back exposed, allowing what appears to have been Ransome's abduction. The Doctor presumes Ransome has been taken to the plastics factory, and off they go to investigate. The Doctor, Brigadier, and Liz meet Hibbert in his office. Channing overlooks their entrance. The Brigadier tells him about Ransome's story, omitting that they too had encountered the Auton. Hibbert denies everything and insists that Ransome was making up stories to discredit Auto Plastics after being let go for his supposedly impractical ideas to produce electronic dolls. The Doctor asks what they make at the factory. Hibbert states dolls and, more recently, mannequins. At UNIT HQ, the Brigadier says he recognises Channing from the photograph at the hospital. He is to ask General Scobie to launch a raid on the factory. The Doctor uses an electroencephalogramme and finds the the swarm leader is emitting brain waves and wonders if it could be communicated with. Major General Scobie telephones the Brigadier. The Brigadier asks for authority to raid the factory. Scobie agrees to meet the Brigadier and offers any support needed. He hangs up to attend to the knock at his front door. He opens the door to reveal an exact replica of himself, which enters and advances towards Scobie. At UNIT, the Doctor and Liz are investigating the meteorite. The Doctor says that inside it is part of a brain that makes up a larger consciousness. He speculates that it is sending signals to the other globes. Just then the buzzer sounds and the Brigadier picks up the telephone. It is General Scobie's replica. He tells the Brigadier the factory is off limits and that there is to be no raid. Before the Brigadier can argue with him, he hangs up. The Brigadier crossly puts the phone down. He tells the Doctor he will go over Scobie's head to the Home Secretary or Geneva. He tells the Doctor the replica of General Scobie made by Auto Plastics probably flattered him. Later, the Doctor and Liz visit Madame Tussauds and discover hundreds of dummy replicas of important government officials. The Doctor discovers that all the replicas are made of plastic. He investigates a model of General Scobie and discovers a wristwatch, wound and still at the right time. He considers this odd. The Doctor telephones the Brigadier, but Captain Munro tells him he is not in. The Doctor tells Liz they are going to hide away until closing time. In the factory workshop, Channing shows Hibbert a tank containing a body of an alien. He tells Hibbert that the meteorites have created a body for the creature. Hibbert asks what it will look like, and Channing says he doesn't know. Channing says he needs the swarm leader back and that they have the help of General Scobie's replica to do so. He says the facsimiles created are far more sophisticated compared to the Autons. They have the same brain cells and memory traces. He also says that tonight, the facsimiles will be activated. In the Doctor's lab, General Scobie's replica has arrived, along with two military policemen, and orders Munro to hand over the last meteorite. Munro is reluctant, but Scobie says he will have him arrested if he doesn't. Meanwhile at the waxworks, an attendant turns off the lights and leaves the room. The Doctor enters the dark room with a torch. Liz is frightened, but the Doctor tells her there is nothing to be scared of. Liz asks if he thinks the model of Scobie is the real Scobie — he says that is what he suspects. Just then, the Doctor and Liz hide behind a curtain as Channing and Hibbert enter the room. Channing senses an alien life form. Hibbert asks if it could be Scobie. From behind the curtain, the Doctor and Liz watch as the facsimiles are activated and leave the room. Channing tells Hibbert they are going to take their places and start their work. The Doctor and Liz hear the door close and emerge only to meet Hibbert. The Doctor tells him about the Auton that killed Ransome. Hibbert tells the Doctor he had to kill Ransome because Channing told him to, but the Doctor convinces him to realise that Channing is controlling his mind and that he is Hibbert's enemy. Hibbert says that Channing is his partner. The Doctor tells Hibbert he has to escape from Channing and asks him to come to UNIT so he can help him. Just then, Channing enters the room again, the Doctor and Liz hiding just in time. Channing orders him to come with him. Later, the Doctor and Liz tell the Brigadier about the waxworks and tell him he has to move against the factory quickly. In Channing's workshop, General Scobie's replica tells Channing that if the Doctor and UNIT move against him, he will stop them. Scobie also says that Hibbert can be disposed with as he has served his purpose. Channing takes the meteorite and puts it under a pipe. It sucks the meteorite into the body. Channing tells Scobie's replica that in the morning, the Autons will be activated. In the lab, the Doctor is building a device to destroy the Autons. At dawn the Autons are activated. They break out of a shopping centre and kill many people. Back in the lab, the Brigadier tells the Doctor that the invasion of the Autons has started. They are seizing police stations, barracks and communication centres. The Doctor shows him the weapon that will destroy the Autons. The Brigadier tells the Doctor his headquarter staff can help the Doctor access the factory. In Channing's workshop, Hibbert, who is now free of Channing's control, uses a metal pipe to open the tank containing the creature but breaks a small button on the tank. Channing enters and stops Hibbert and tells him he should not have left the factory grounds but Hibbert tells him that he has been controlling his mind. Channing tells him that he is part of the alien species called the Nestenes. He explains they have been colonising other planets for a thousand million years, and now they will colonise Earth. He promises that they will spare him. Meanwhile, the Doctor and the soldiers leave UNIT and head for the factory. Channing tells Hibbert there is nothing he can do. Hibbert attempts to kill Channing and the Autons by hitting the tank with the pipe but is killed when an Auton shoots him with an energy bolt. Channing orders the Auton, "Destroy! Total destruction!" and, like Ransome before him, Hibbert's body explodes into nothingness. The Doctor and the soldiers reach the plastics factory. The Doctor opens the door, and everyone enters the factory grounds. Channing is alerted to the intruders. Just then, General Scobie's replica arrives with UNIT forces and tells the Brigadier that he and his men are under arrest. The Doctor points his device at General Scobie's replica, and the replica falls. A soldier accuses the Doctor of having killed General Scobie, but the Doctor tells him he was never really alive. He turns the body of Scobie around to reveal the face of a mannequin. Meanwhile, in Madame Tussauds, the real General Scobie suddenly awakes, and there are gasps of surprise from visitors. The Brigadier explains the situation to the UNIT forces whilst the Doctor and Liz sneak away. They enter the factory, and the Doctor uses his device on a passing Auton. An army of Autons enter the grounds. The soldiers attack them, but they discover the creatures cannot be destroyed by gunfire. The Doctor and Liz enter Channing's workshop. The Doctor sneaks up on Channing, who tells him that the Doctor is too late. Channing explains that the Nestene are a collective and killing just one of them will not work. The Doctor says that means there must be a way of destroying them collectively. Channing says they are indestructible. The Autons are slaughtering UNIT soldiers outside. The Doctor tells Channing that with his device, he can destroy him and the Autons, but Channing says that "no one can destroy the Nestenes!" and turns up the tank to full power. The Doctor finds his weapon is not working. The Doctor goes over to the machine and discovers that the Nestene Consciousness has created a monstrous tentacled body for itself. The creature roars in anger and wraps its tentacles around his mouth. As the Doctor struggles with the creature's tentacles, Liz finds the trouble: a loose connection. She repairs it and uses the Doctor's machine to shut the Nestene Consciousness down. Without the motive power of the Consciousness, the Autons have no more power, and they collapse. Liz is glad to see the Doctor is all right, but then she discovers Channing. He has been revealed to be nothing more than a sophisticated Auton and has likewise been deactivated. At UNIT HQ, the Doctor and Liz explain that the machine was a simple electrical compulsion device. The Brigadier asks if they might attack again. The Doctor says they are telepathic so it is possible. The Brigadier floats the offer to the Doctor to let him work on a means to repair the TARDIS, while also helping UNIT stop future alien invasions. The Doctor, with misgivings, agrees — once the Brigadier agrees to help him find a car similar to the one he stole at the hospital, a laboratory, equipment and the services of Liz. The Brigadier goes to prepare the paperwork but stops, realising that he doesn't know the Doctor's name. "Smith", says the Doctor, with a smile. "Doctor John Smith." Two potholers, Davis and Spencer, make their way down a metal rope ladder into a cave with a remarkable amount of stalactites. They are delighted at the sight of its majesty, but a loud roar spooks both men and incites them to find out where it came from. As they continue down a tunnel, another roar bellows from the distance. When Davis rounds a corner, he is met with the hostile face of a reptilian creature. Davis is mauled to death. Spencer dashes over to find the body. He sees the creatures and runs away screaming. In a UNIT garage, the Doctor is merrily working to restore a bright yellow vintage car, which he had been given at his request, humming the first lines of Jabberwocky. A license plate emblazoned "WHO 1" lies in front of him as he sits beneath the car's undercarriage fixing its parts. Liz enters the room and calls for him. The Doctor doesn't hear her and continues to tinker away at his vehicle, which he has affectionately nicknamed "Bessie", telling it to cooperate when it becomes a hassle to repair its chassis. Liz approaches the Doctor directly and gets him to emerge from underneath Bessie. She is sceptical to think he can get it running, but the Doctor is quick to defend his car, stating it has great character and he was very lucky to get it. The Doctor plans to take it for a test drive, though he seems to have left out a metal hoop, at which he looks with confusion. Unable to recognise the part, he tosses it aside. Liz informs the Doctor that the Brigadier has an urgent message for the two of them while he's away investigating scientists. They are to go to Wenley Moor forthwith to attend a meeting. Seeing it as beneath him to comply, the Doctor claims he's too busy, and goes back to work on Bessie. However, Liz tries to make it sound like less of an order by noting that Wenley Moor is famous for its caves. Eager to give Bessie a trial run, he submits. The Doctor kisses his hand and plants it on Bessie's radiator. Her engine starts, and the car rumbles to life. At the moor, the director, Charles Lawrence, is speaking about the issues regarding their facilities. He resents UNIT's presence and feels it will interfere with the working of the plant. A UNIT soldier enters and notifies Lethbridge-Stewart that the Doctor and Liz Shaw have arrived, and he leaves to meet them. The Doctor isn't pleased to be called in for a simple meeting but follows the Brigadier and Liz back to the conference room with the hope it was important. Shortly after the trio enters to the conference room, Lawrence concludes the meeting. The Brigadier introduces his colleagues to Lawrence, Doctor Quinn, his number two, and Major Baker, station security officer. The group tells the trio they are at an experimental nuclear power for research centre for a cyclotron: a proton accelerator. They are trying a new process to convert nuclear energy directly into electric power. It is experiencing mysterious power drains and a high incidence of mental breakdowns, absenteeism, and accidents. This has stagnated their research program, and Lawrence refuses to let it continue. UNIT have been called in to investigate. Brigadier orders Baker to triple check security arrangements and puts Liz in charge of investigating the issues with the personnel, and the Doctor is given charge of the scientific troubles. The Brigadier establishes the conference room as his working HQ so Lawrence will not complain that UNIT is interfering with the operation of the centre. After everyone but Baker and the Brigadier have left the room, Baker confides to him that he believes there is a saboteur from the inside. Quinn shows the Doctor and Liz the heart of the cyclotron. The Doctor is bemused to learn it is still being tested while power failures are happening. If one occurred at a critical time, when the machine was in use, it could incite a massive atomic explosion equal to a nuclear bomb. Quinn replies it is up to Lawrence to shut down the cyclotron, whom the Doctor knows is being too stubborn to halt the research. Suddenly, Liz becomes dizzy and grips her forehead. The Doctor sees Liz in pain and voices concern. She says she is okay, then departs to examine her reports of personnel. Quinn assumes his duties at a booth while the Doctor commends the scientists for constructing an underground accelerator. Quinn expresses his like of potholing to the Doctor because the caves intrigue him, but he isn't so keen anymore, as recently one of the workers at the centre was killed while exploring the caves with a companion on their day off. He says they have brought in Doctor Meredith from a local hospital to treat the survivor, Spencer, who is still in sick bay. Quinn feels the status of his condition and what happened to him are being covered up. The Doctor grows suspicious. He asks if the power losses follow a pattern. When Quinn says the scientists think of them as random, the Doctor requests to look at the reports. Quinn hands over the log showing the power losses, and the Doctor notices the log is incomplete. Quinn summons Miss Dawson and asks who was responsible for maintaining the log. She states it was Spencer, the same man who has been kept in sick bay, leaving no one to update it. Despite this explanation, the Doctor finds it more complicated than the log falling out of date — he's discovered some pages have been torn out entirely. Quinn and Dawson exchange troubled looks. In the medical wing, Liz speaks to Doctor Meredith about the recent outbreak of mentally-affected patients. He does not understand why UNIT have been called in. They are soon joined by the Doctor, who wishes to see Spencer, but Meredith won't allow it; Spencer is due to be moved to the local hospital, and the Doctor has no authority to warrant a visit. The Doctor briskly asserts his power as an associate of UNIT. Meredith concedes but warns him the visit is at his own risk. The group enters the sick bay to find Spencer scribbling with a marker on the walls. A member of the medical staff is supervising him, who walks out to allow Meredith to take over. Spencer has emerged from a coma and has previously tried to throttle Meredith. He's left Spencer to mark up the room's walls, since it's all that keeps him quiet. The Doctor approaches him to see if he can communicate as Liz warns him to be careful. He tries to speak to Spencer, but the man jumps and panics, immediately wresting his hands around the Doctor's throat and forcing him down onto a cot. Liz and Meredith rush to subdue him, but the Doctor tells them to stop and pries Spencer's hands loose and quells his violent reaction. Spencer resumes his scribbling while the Doctor nurses his neck. He remarks that a great fear has caused his mind to regress millions of years. Off in a corner of the cyclotron testing room, Quinn argues with Miss Dawson when she protests that they should stop "them" from taking the power. Dawson pleads with Quinn to order "them" to stop. He says he has already tried, and they have refused to listen. She implores him to tell Baker or the Brigadier, but he refuses. When she warns him of the risk, he states that the promise of potential knowledge gain has outweighed the risk. The Brigadier and Baker discuss UNIT's security clearance while the Brigadier checks the security reports. Baker says he has no central intelligence records of the Doctor, but Lethbridge-Stewart states the Doctor is his responsibility. The Doctor returns to the conference room, and Lethbridge-Stewart excuses Baker, giving him a chance to warn the Doctor he's trying to run a security check. Lawrence checks on Quinn before the next test. Quinn states that all is normal. Quinn asks to run some supplementary tests, but Lawrence blocks it as they are already behind schedule. The experiment begins. One of the scientists, Roberts, seems in a daze. The Doctor has explained his discoveries to the Brigadier, but the Brigadier is sceptical of any link. They are interrupted by a power failure. The Doctor charges into the cyclotron testing chamber and learns it is undergoing a dangerous fluctuation in power. As the operators attempt to stabilise the nuclear reactions, they shut down two sectors. Roberts is due to close down the third sector, but suddenly he goes completely still. Dawson tries to get his attention, but he attacks her. The Doctor and the Brigadier grab hold of him and rescue Dawson, the Brigadier knocking Roberts out. The Doctor manages to stabilise sector three. The Doctor returns to Liz to check the medical patients' records. There has been a startling outbreak of neuroses in the cyclotron room, where she previously felt ill. She describes how she felt as oppression and horror. The Doctor thinks it doesn't have anything to do with the cyclotron itself, but the caves. That room is deepest and closest to the cave systems. He also believes the sickness affects only some people. The two look at the reports of Davis's death. His death was caused by a fracture to his cranium, but unusual abrasions were found on his side that resembled scratches or claw marks. Now changed into suitable clothes for exploration, the Doctor makes his way into the caves, where he hears a loud roar and goes to investigate. He finds a cave hammer and a rope abandoned from the last expedition. He hears the roar again, only closer, and draws nearer to the sound until he is in the same place as the original attack. He almost leaves, but hears the roar directly behind him. He turns to see a dinosaur, and it instantly bears down on him. A beeping sound calls the creature off. The Doctor pursues the creature and finds a huge footprint embedded in the mud. Liz has told the Brigadier about where the Doctor is. The Brigadier is angry that he has put himself into danger and that Liz let him. Baker has organised a search party and comes in with climbing equipment. The Brigadier apologises to Baker but is cut off when the Doctor enters. Lawrence is questioning Quinn as to why the power supply is still failing. Lawrence tells Quinn of the Doctor's disappearance in the caves. Quinn seems worried until he is told that he has been found and no search party will be deployed. The Brigadier does not believe the Doctor has seen a dinosaur. Baker speculates that whoever has been draining the power may have mocked something up to scare people away. It is decided that they will all go and explore. The Doctor is bemused when the Brigadier and Baker talk about how to arm themselves. The Doctor leads the way in the cave system. He seems confused when the footprint in the mud has gone. They hear a rumbling, and Baker runs off with the UNIT officer Captain Hawkins and two troops in pursuit. Baker sees a figure further down in the cave system. The figure raises its hand. Baker shoots above the figure's head, but the bullet ricochets down and strikes it. The dinosaur then appears and attacks Baker. Hearing the screams, the rest of the party run to his aid and find Barker conscious but confused. Hawkins finds blood on the floor. Hawkins, the Brigadier and most of the other soldiers decide to follow it, leaving the Doctor and Morton to carry Baker back. The Doctor takes a sample of the blood, plannng to take it to HQ for testing. A wounded creature emerges into the moorland. The Doctor has discovered that the blood sample has many similarities with the blood of reptiles. The Brigadier enters, saying he has lost tracking the creature and plans to summon more men and continue the search the following day. The Doctor lies and says that results on the blood have proved inconclusive. The Brigadier tells everyone that Baker is alright and has minor concussion. The Doctor wonders why the creature killed its first victim but was called off from himself and Baker. The Doctor theorises that there are two types of creature: one large and ferocious, the other small, more intelligent and less hostile. The wounded creature stumbles into a barn. Lawrence is furious with Miss Dawson when she tells him that Quinn has disappeared. Lawrence accuses him of being more interested in the book that he is writing than the project. The Doctor enters and is keen to question Quinn too. Quinn is in the cave system. He reaches a certain point, and a door in the cave opens for him. He is led, in a trance, to a console. When he comes to his senses, he warns the creature he is talking to through a computer system of the UNIT soldiers. He is told that it is too late and that one of their men have injured one of their kind. Quinn says that the UNIT soldiers will withdraw if they stop taking the power. The creature refuses. The creature says Quinn must get their injured number back, but Quinn refuses. He is told that they will not share their scientific secrets with him unless he does. He relents. He is given a summoning device, put back in a trance and sent off. The next morning a farmer named Squire discovers the creature in his barn. He calls for his wife, Doris, to call the police. The creature wakes up and attacks the farmer. Doris sees the creature and screams. The UNIT soldiers have arrived and are to start to search for the creature in the moors. Lawrence enters and coldly tells the Brigadier that his men are not helping at all. The Doctor enters and says that he has investigated all the machinery and there is nothing wrong. The power is being affected by an outside agent. The Doctor recommends the closing of the base. Lawrence refuses and says he is going to go over the Brigadier's head to get him to leave the site. Lawrence leaves, and the Brigadier gets a phone call informing him of Squire's death. The police have noticed claw marks on his body. Later the Doctor, the Brigadier and Liz are investigating the farmer's body. He suspects that the farmer cornered the creature, causing it to attack. He observes that the claw marks are smaller than the ones on Baker. They are also not the main cause of death. Squire died of heart failure — of fear. The Doctor and the Brigadier are to interview Doris Squire, who has been hospitalised with shock, whilst Liz is to stay and carry out some forensic tests. Doris is beside herself with shock. The Doctor draws a picture of a creature and shows it to Doris. Doris states this is what killed her husband, and the Doctor asks where the creature is. She responds, "In the barn." The Doctor and the Brigadier realise the creature is still there. Liz is doing her tests whilst the creature approaches her. She turns to see the creature just as it claws her across her face. The creature attempts to leave but is blocked by a policeman and turns back. Dawson comes to Quinn's cottage. Quinn is frantically looking for the tracker given to him in the caves. He tells Dawson about the wounded creature, and Dawson tells him about the UNIT soldiers rushing off to the farm. Quinn thinks the creature must be there and heads off. The Brigadier, the Doctor and the UNIT soldiers manage to break into the barn and find Liz unconscious. Hawkins and another soldier search the top floor and almost shoot a chicken. Hawkins says there's no trace of the creature, except that the door was bolted from the inside. Liz starts to regain consciousness. Hawkins finds a back door which the creature must have escaped through. The Brigadier orders a full search around the barn. The Doctor asks Liz what the creature looked like, and she says it was a reptile that walked upright. Quinn arrives in the barn. He says he was just passing and saw all the fuss. He tries to question Liz as to what the creature looked like, but the Doctor doesn't allow her to tell him. Quinn stops by but, seeing there are too many people around, tries to slope off. However, the Brigadier asks for his help with local landmarks. The UNIT soldiers have started their full search using dogs and helicopters. Quinn offers his help and then leaves. The Doctor asks him if he could give Liz a lift back to the headquarters. Quinn changes his story and says he needs to head into town to the garage first. Once he has left, Liz points out that the barn isn't on Quinn's way from the cottage to the headquarters — so why was he passing? Quinn pulls up in the middle of the moors and switches on the tracker. The search dogs in the area go crazy. A helicopter passes at low altitude. Quinn hides the tracker and gets back in the car. The Doctor and the Brigadier join the search. Hawkins receives reports from the helicopter that it's seen a man in the same place as a strange noise was detected. The Doctor and the Brigadier head off in Bessie to explore. Quinn has moved on and turns the tracker back on. The beeping builds up rapidly. The creature is approaching Quinn rapidly from behind. All of a sudden, the noise stops. The Doctor and the Brigadier have reached the area from where it was emanating. They find the tracks of a reptilian biped and car tracks. The Brigadier focuses his search on this area. Back at headquarters, Baker has gained consciousness and is eager to join back up with UNIT, but Liz says he is not well enough yet. He remembers everything that happened in the cave up until the moment he was attacked. He is insistent he wants to join back up, but Liz refuses. As soon as she leaves, he begins to dress himself. The doorbell at Quinn's cottage rings. It is the Doctor. He questions why Quinn is neither at the garage nor at the centre. Quinn tires to pacify him and send him on his way, but the Doctor forces his way in. He notes how warm it is in the cottage. Quinn says the thermostat is broken. The Doctor comments on it being like the reptile house at the zoo. This rattles Quinn, who asks the Doctor to leave. The Doctor tells Quinn to let him help, but Quinn just shows him out. Liz and the Doctor are in Quinn's office and are looking through Quinn's files. The Doctor opens a locked cabinet and finds a strange ball and some notes. Liz inspects the ball and sees it is some kind of globe. The Doctor inspects it and says it is a representation of the world before the Great Continental Drift, two hundred million years ago. He has also deduced that the notes are calculations to do with the age of the Earth during its Silurian period. Dawson interrupts them. The Doctor reveals his suspicions to her and implores her to tell him what she knows. She is about to tell all when they are interrupted by the Brigadier. Dawson apologises to the Doctor and leaves. The Brigadier asks the Doctor about Dawson, but the Doctor just says, "Never mind." Quinn's doorbell rings insistently. He leaves it, and whoever it is lets themselves in. It is Dawson. She tells of the Doctor and the fact he knows more than they thought he did. She implores him to tell someone. He refuses, saying the Doctor will want to steal the scientific discoveries that he will gain. She gets cross and says he hasn't gained any scientific knowledge. He confides he has one of the creatures locked up and isn't going to return it until it gives him the knowledge he requires. In a meeting at the centre, the Doctor confirms that the interference affecting the power is coming from the caves. Baker enters and demands they move in the caves in force. The Doctor disagrees. The Brigadier orders Hawkins to take Baker back to the infirmary. Lawrence is peeved that the Brigadier is "arresting" his staff. The Brigadier says he agrees with Baker and that they should use force in the caves, but Lawrence says he has very little time to take action on this as he has sent for the Permanent Under Secretary, Masters, who is coming to inspect UNIT's operation and potentially call the Brigadier back. The Brigadier pursues Lawrence, arguing. The Doctor heads off to Quinn's cottage to convince him to trust him. Quinn's doorbell again goes unanswered. The Doctor lets himself in and looks round. He finds Quinn unmoving on a chair with the tracker in his hand. The Doctor inpsects Quinn, who he realises is dead. He examines the tracker and turns it on. A reptilian humanoid enters the room and confronts the Doctor. The Doctor offers the creature his hand. He asks if it is a Silurian. It nods in agreement. He asks what help he can offer it and how many of his species are in the cave system. The Silurian hears an approaching car and runs. Baker is examining a map on his hospital bed. He hides it away when his guard, Sergeant Hart, turns to look at him. Baker calls Hart in and asks him for help taking off his jacket. As he does, he knocks Hart out and runs. The Brigadier is furious with Hart. Hart asks if he wants the Brigadier to summon up a search party. The Brigadier declines, saying that he expects to find Baker in the caves — they will find him when he and the UNIT soldiers enter. Baker is, indeed, in the caves. As he explores, he gets trapped in some water that begins to froth. Two Silurians approach. Baker fires at them until he has run out of bullets. The Silurians produce a noise that immobilises him. Liz tries to dissuade the Brigadier from military action. The Doctor enters and reaffirms Liz's point — he says that the establishment should be closed down and a scientific investigation should go ahead in lieu of an invasion. When left alone, the Doctor tells Liz that Quinn is dead. When asked why he didn't tell the Brigadier, the Doctor explains it would have further provoked him into military action when he believes that the Silurians only attack when cornered. The Doctor says he is to go to the caves to talk to them. Liz insists she comes too. The Doctor shows Liz a map he found in Quinn's office that has a route written out on it. The Doctor and Liz follow the route. Liz points out a more direct route they could take. As they go off to follow it, the Doctor discovers bullet cartridges and Baker's pass. He throws a rock into the puddle before them which begins to froth. They decide to stick to Quinn's route. As they walk, Liz expresses concern as to how hot it is. Soon enough they discover a doorway. They hear a Silurian approaching and hide. The Silurian comes to the door and emits a beeping noise which causes it to open. The Doctor and Liz inspect the door. Liz finds that it is boiling hot. The Doctor tries the scanner that he took from Quinn. It opens the door. They sneak in and find a group of Silurians working at a workstation. As they explore, they find Baker in a cage. Baker asks if they have brought the army with them, but the Doctor says he hasn't. Baker says it is an electric lock and he cannot escape, and tells them that he hasn't been harmed and that they have just been questioning him regarding the population of the Earth, weaponry and food. The Doctor tells Baker to cooperate with them for the time being, but a humming noise draws the attention of the Doctor and Liz. They observe some kind of apparatus that is reviving a Silurian from deep hibernation, and the Doctor wonders if this explains the power losses. Baker implores them to run. They agree, promising to return. As they leave the way they came, they are met by three Silurians but manage to sneak away unseen. As they try a different corridor, they come across the dinosaur that attacked the Doctor in a cage. There is a further issue with the cyclotron. A technician named Travis is having to deal with it in lieu of any of the other staff. Lawrence enters and enquires as to the whereabouts of Quinn and Dawson, but Travis has no reply from either of them. The Permanent Undersecretary, Masters, arrives. Lawrence shows him through to the conference room. Masters questions the usefulness of the cyclotron and whether it is living up to the hopes that Lawrence had for it. Lawrence shifts the pressure towards UNIT, highlighting the Doctor's theory about monsters. Lawrence implores Masters to withdraw the Brigadier and UNIT, but he refuses. The Doctor enters and interrupts Lawrence criticising UNIT. He asks if there has been a power surge recently. The Brigadier enters and asks Masters when he is getting his reinforcements. He tells him that he will not be getting any as he cannot justify such manpower with no proof. The Doctor says there is no need for reinforcements as he knows what is going on. Everyone concerned asks him to share his knowledge. Two Silurians are questioning Baker. They ask if humans are the only intelligent species and whether all people carry the projectile weapons that he had. Baker refuses to discuss anything regarding weaponry. The younger Silurian threatens him, but the older one stops him. The two Silurians argue. The younger one wants to kill Baker and any humans that they find, but the older one wants to study them. After the Doctor has told everything he knows, he is met with disbelief from Lawrence. The Brigadier asks if he has any idea of their weaponry and number. The Doctor questions Masters as to whether this is a government matter so as to stop any rash actions by the Brigadier. He replies that, as yet, there is no proof. The Doctor argues that they shouldn't fight and that he is willing to go as an ambassador to discuss with them. Dawson enters and tells everyone that Quinn is dead and admits he knew about the creatures and was keeping one prisoner. The Brigadier says this is proof that the creatures are hostile. Masters agrees, and they decide to move in first thing in the morning. Once left alone, the Doctor tells Liz he is going to sneak into the caves and warn the Silurians. Liz asks him to be safe. The Doctor enters a packed room of Silurians in an attempt to warn them. They do not allow him to talk and drag him to a cage near Baker. Once in the cage they ask him why he is there. He says he is there to warn them. Baker tries to stop him. The Doctor tells the Silurians everything and implores them to meet any humans in peace. The Silurians suggest they will not — they say the planet belongs to them and that the humans have stolen it from them. The Brigadier, Captain Hawkins and the UNIT soldiers are following a map through the cave system but have got lost. They turn back the way they came and find a wall blocking them that want there before. Baker and the Doctor argue in the cave. The young Silurian enters and tells the Doctor that he has destroyed the soldiers and that he will now destroy them. The young Silurian's third eye produces a high pitched noise and begins to glow red, causing the Doctor to twist in pain. The young Silurian is stopped by the leader of the Silurians. The leader rails at the other Silurian for attempting to kill the Doctor and is further angered when the younger says he trapped the soldiers. UNIT Private Robins is trying to contact base but to no avail. The rest of the soldiers are chipping away at the rock, but it is too thick, and Hawkins says they will need explosives. The Brigadier is concerned as they only have two or three hours of oxygen left. Liz is showing Masters the findings of the Doctor. He is impressed. Lawrence is still arguing that it is all poppycock. The phone rings, and Masters is told that the soldiers at the cave mouth have lost contact with the Brigadier and his team. The Doctor tries to talk to the leader of the Silurians. He warns of the armoury that man possesses. Baker tries to silence him, but the Silurian demobilises him and frees the Doctor. The air is running out in the cave. One of the UNIT soldiers, Robins, is beginning to act strange. Masters is told that there is no trace of the Brigadier and his men. Dawson enters and says that more men and more equipment should be sent for to free them. Liz wants peace and mentions that it is what the Doctor would want. Masters realises that the Doctor is not there and asks Liz where he is. A scientist Silurian is analysing Baker's rifle. The young Silurian comes in and rails against the leader of the Silurians, criticising him for freeing the Doctor. Liz tells Masters that the Doctor went down before the Brigadier. Lawrence and Dawson say that this is why the UNIT soldiers have been trapped and demand a further attack. Masters errs on the side of caution. The leader of the Silurians tells the Doctor that the Silurians chose to live underground due to an approaching planet. They suspended themselves in hibernation to survive. The Doctor says that this small planet became the Moon and was of no danger to them. Baker awakes. He tries to engage a Silurian and ask him where the Doctor is, but he is ignored. Baker screams that the Doctor is a traitor. The Doctor hears this echo through the cave system. The leader of the Silurians explains that their hibernation system became faulty, and they were only awakened by the introduction of the Cyclotron placed nearby. The Doctor says he is willing to broker a deal between the Silurians and man. He suggests that the Silurians could live in places in which man cannot live due to the heat. The leader of the Silurians agrees to release the UNIT soldiers in return for the Doctor trying to broker the deal. Robins is now clawing at the walls. Hawkins tries to help him, but Robins attacks him. The Brigadier tells Hawkins to leave him be. The leader of the Silurians activates a computer. The wall parts in the cave, freeing the UNIT soldiers. The Doctor thanks the Silurian leader and shakes him by the hand. The young Silurian comes in and loses his temper at the leader of the Silurians for freeing the soldiers. The leader states that they are to accept the men as equals and the younger Silurian storms off. The scientist Silurian is studying the evolution of man when the young Silurian enters, asking him to join his rebellion. The scientist is unsure, but the younger one threatens to kill him. The scientist gives the rebel a vial of bacteria that they used to use when men were monkeys to kill them off. They decide to experiment on Baker with it. They free him, and he tries to escape. He is caught and fights back. He turns down a corridor and is confronted by the dinosaur. Eventually he is knocked out. Everyone at the research centre is waiting for news of the UNIT forces. Lawrence sarcastically asks if they are to send a search party after the search party. Dawson wants more men to attack. The Brigadier enters and explains what went on. Lawrence still disbelieves. They tell the Brigadier of the Doctor's movements. The leader of the Silurians leaves the Doctor sealed in the computer room while he goes to tell the other Silurians of the plan. The young Silurian wakes Baker in a cave. He looks around, confused, and the Silurian watches him escape. The leader of the Silurians is furious at the young Silurian for infecting Baker. The leader says he will destroy him if he defies him again. The Doctor is studying the Silurian civilisation on a computer. The leader returns and tells the Doctor of the infection. The Doctor is told that there is no cure, but he is given a vial of the bacteria for his scientists to experiment on. The Doctor is then released. The Brigadier reassures a concerned Liz that the Doctor will be all right. Baker enters and claims that the Doctor is a traitor working in cahoots with the Silurians and says they must attack. The Doctor enters and says that this is the opposite of what they should do and orders everyone to keep back from Baker. He tells Baker he is infected with the disease. Baker doesn't believe him and attempts to arrest him. The Doctor gets up on a table and points at Baker's wrist. Baker rolls up his sleeve, where there are scabby marks. He faints. The young Silurian confronts the leader for giving the bacteria to the Doctor. The leader says that they can co-exist with man. The young Silurian disagrees, but the leader says he is in command. The younger one then kills the leader. The Doctor says that the Cyclotron must be closed down and put into quarantine until a cure is found. Masters is confused as to why the Doctor still wishes to negotiate, despite the Silurians releasing a disease that could wipe out millions. Liz enters and says that Doctor Meredith has taken Baker to the local hospital. The Doctor orders the Brigadier to get Baker back as he will only contaminate more people. Everyone leaves except for Masters and Lawrence. Masters says he intends to leave for London and close the Cyclotron down. As he stands up, he wobbles slightly. Lawrence asks him if he is all right, but Masters dismisses it. The Doctor and the Brigadier draw up to the hospital in Bessie. They see Baker stumble out of the hospital and fall onto the pavement. The Doctor and the Brigadier examine the body. The Doctor confirms he's dead, and comments that he is "the first one". A doctor and a nurse run out from the hospital. The Brigadier stops them from tending to Baker. When the Doctor states he has been killed by an alien disease, the doctor wants to investigate further, but the Brigadier pulls his gun. The Doctor tells the Brigadier to quarantine the hospital while he returns to the lab. Later, the Doctor and Liz are experimenting. They have prepared some broad spectrum antibiotics to keep the disease at bay. Liz wants to inject the Doctor. He protests but eventually relents. The Doctor is waiting for a scanning microscope to aid his experiments. The Brigadier enters and says he has quarantined the hospital and ensured all UNIT soldiers have received the antibiotics. Liz informs the Brigadier that everyone that has come into contact with Baker has now contracted the disease, including Miss Dawson. She also states that Lawrence and Masters cannot be found and is asked to go and look. The Doctor tells the Brigadier that he can contain the disease but is unsure if it can be cured. Liz enters and says that Masters has caught the London train. The Brigadier orders Liz to go and man the phones to track Masters. She refuses, saying she is a scientist, but the Doctor tells her to go and she relents. Masters' train arrives at a station in London and he disembarks. He begins to stumble, and several people look at him curiously. As he hands the collector his ticket, he falls over. He manages to get back off and gets into a taxi. Just as the taxi leaves, a police car draws up. The Doctor watches as three technicians set up the scanning microscope. The Brigadier reports they have still not found Masters, but the antibiotics seem to be keeping the disease in check. When asked, the Doctor says he believes the Silurians are lying low to assess the effect of the disease. The Brigadier says that he has placed a UNIT soldier at the mouth of every cave. The Doctor reminds the Brigadier that war should be avoided at all costs. The Brigadier still cannot understand why the Doctor is preaching peace against the creatures that are trying to kill them. The young Silurian orders the removal of the body of the previous leader of the Silurians. He asks the scientist whether the apes are dead yet. He is told that their resistance is stronger and that they may come up with a cure. The scientist warns that the Doctor was above the normal intelligence. The young Silurian is dismissive, saying that they are "only apes". Lawrence returns and asks Liz where the Brigadier is. He wants to complain about the closing of the Cyclotron and the fact that his staff are being forced to have injections. Lawrence refuses the injections and runs out. The Brigadier enters and receives a phone call saying that the police have missed Masters and that they are begin a search. The Brigadier is concerned. Masters leaves the taxi. Back at the station, the ticket collector that serves Masters collapses, as do several other of the passengers. A UNIT soldier, Wright, stationed in a cave mouth hears a noise. He stands up and yells, but there is seemingly nothing there. When he hears the noise again, he radios to the main party. As he does, a Silurian comes out and kills him. Sergeant Hart hears this, and Captain Hawkins decides to go see what happened to Wright despite the fact that it is counter to the orders of the Brigadier. Hawkins and Hart approach the body of Wright. The Silurian hides. It attacks the two soldiers, killing Hart. Hawkins fires several shots into the cave and then retreats. The Silurians back at their headquarters watch the attack of the UNIT soldiers and are surprised to see how strong they are. They decide to recapture the Doctor as he must be helping them ward off the disease. The Doctor receives a delivery of a plethora of drugs — a combination of any of those will cure the disease. The Doctor has done all he can analysing the bacteria and sends Liz away for a blood sample of someone infected. People are now dying all over the station. Several police cars and ambulances arrive. Masters is staggering down a sidewalk and is now showing clear evidence of the disease. He collapses, and two policemen find him. They force two passers-by from examining the body. Liz returns with a blood sample. The Doctor tries his first combination of drugs; it is no good. The Brigadier is facing pressure to hurry the Doctor and Liz. He stands up for them. The Doctor and Liz have now tried a number of drugs, all with no luck. The Doctor is losing confidence. Liz staggers, and the Doctor sends her away for more antibiotics. The Brigadier tells Liz that Masters is dead and that the disease is all over London. Lawrence enters — he is all pockmarked. He shouts at the Brigadier, saying it is his fault the Cyclotron has been closed and saying it must be a hatchet job from the ministry. He attacks the Brigadier, but as he does he clutches his chest and drops dead. The Doctor is still experimenting. He tries another combination, looks up and says, "Eureka!" The Brigadier informs Liz that there is a case of the disease in Paris. The Doctor enters and says he has found the antidote. They rush off to try it. The Silurians have reached the closest point to the centre. They penetrate through the cave wall using their third eyes. Liz says that the antidote is working on the ambulance man they gave it to. The ambulance man's temperature has dropped and his pulse is normal. The Doctor says he will telephone the formula to London and rushes off to transcribe it. Hawkins informs the Brigadier of the deaths of Wright and Hart and that the Silurians are advancing everywhere. The Doctor is transcribing the formula. Behind him the wall glows yellow. Two Silurians break through, and they use their third eyes on him. The Doctor falls to the floor. The Brigadier is informed by Private Upton that there has been no further news from the soldiers in the cave. Liz says that the ambulance man on whom they tested the vaccine is nearly cured. The Silurians carry the Doctor away but are seen by Private Upton. Upton yells for assistance but is killed. The Silurians re-enter the cave system and seal up the wall. The Brigadier and Liz are stalling the Ministry of Defence, who are waiting for the formula to the vaccine. Hawkins finds Upton's body and sees the scorch mark on the wall. Liz goes to look for the Doctor and finds signs of a disturbance. She collects all the papers up off the desk. She tells the Brigadier everything. She also tells him that she doesn't know which piece of paper has the right formula. Hawkins enters and reports Upton's death and the scorch mark on the wall. The Brigadier hurries off with Hawkins. Liz looks through the paper and thinks she has found the right one. She picks up the phone. The young Silurian and the scientist question the Doctor as to how many humans survived. The Doctor says all of them as he has found a cure. The young Silurian tells the Doctor of the death of the leader and tells the Doctor he is the leader now. The Brigadier re-enters and orders all the men into the cave system and the centre evacuated. Liz says she has told the Ministry of Defence the formula. The UNIT soldiers are pinned down in a battle with the Silurians. The young Silurian and the scientist tell the Doctor that it is their intention to render the Earth uninhabitable and that they need the power from the Cyclotron. The Doctor tells them that the generator has been closed down. The Silurians tell the Doctor he will help turn it back on. As the Brigadier and Liz talk, the electricity to the Research Centre is shut off. The Brigadier expects that this is the beginning of a show of force from the Silurians. The young Silurian tells the scientist that he is taking the Doctor to the Research Centre and that, as soon as there is power, he is to reanimate all the Silurians. The Brigadier wants to go to the Ministry of Defence for more men, but he discovers that the lift isn't working. As he and Liz deliberate what to do, the wall behind them glows red. The Doctor enters, flanked by Silurians. They order the Brigadier to put his weapon down. Hawkins is investigating the lab and overhears. He takes up a position beside the door. The Silurians want to kill the Brigadier and Liz. The Doctor says that Liz is a scientist, and he will need her help. The Silurians see that the Brigadier is a soldier and go to kill him. They are distracted when Hawkins jumps out and fires at the Silurians. Hawkins is killed by the Silurians. The Doctor says that if the Brigadier is killed, he will withdraw his help. The Doctor is led away. As they enter the Cyclotron room, the Silurians kill two of the technicians but are stopped by the Doctor before they can kill more. He reassures the technicians that if they do what they are asked, they will not get hurt. As everyone sets off working, the Brigadier asks the Doctor what he is doing. The Doctor tells him to keep out of the way. The Silurians order the Doctor to attach a device to the Cyclotron. He asks what it is, and he is told by the scientist that it is a molecular disperser that will convert the nuclear power into micro waves which they will fire into the Van Allen Belt. The Doctor says that if it goes wrong, it will destroy all life, but the scientist says they can control it. Liz explains to the Brigadier that the Van Allen Belt filters out the sun's radiation and that without it the Earth will get so hot that everyone will die, leaving the Earth for the cold-blooded Silurians. One of the Silurians tries to awaken the hibernating Silurians, but the power is still too low. The Silurians order the Doctor to provide power to the dehibernation unit and activate the disperser. The Doctor says he needs to stoke up the reactor, for which he will need Liz's help. He says he needs to feed uranium into the reactor. As the Silurians are distracted, he tells Liz that, on his word, she should put all the uranium rods in at once. She tries to argue, but he shuts her down. The Doctor orders all technicians to their usual sectors and begins the process of starting the Cyclotron. Eventually he tells the Silurians that there is enough power for the dispenser. The Silurians switch it on and order the Doctor to increase the power. The Doctor tells Liz to put all the rods in. The molecular dispenser blows up. The Silurians turn off the reactor, and the controls explode. The Doctor informs the Silurians that the reactor has permanently overloaded, which will cause a massive explosion and a radiation leak that will last decades. The Silurians say that this means nothing to them as they will go back into hibernation. They leave, leaving the humans die in the explosion. The Brigadier congratulates the Doctor, who he assumes is bluffing, but he is soon told that reactor is genuinely overloaded. The Brigadier tells the Doctor that the lift isn't working and that they are stuck. In the Silurian base, the scientist tells the young leader that the hibernation unit has malfunctioned and needs someone to switch it on from the outside. Despite knowing that this will mean his death, the young leader volunteers. He says that when they awake, the scientist should be the new leader and implores him to destroy the apes. The Doctor is fiddling with wires under the control panel of the reactor, but he cannot over ride the system. Just when all is lost, he realises that he can fuse the control of the neutron flow. He orders the Brigadier and Liz to move back and cover their eyes. There is an explosion and the reactor stops. Later, the Doctor is back in the cave system. He begins to inspect the hibernation unit when the young Silurian appears. He suspects that the Doctor tricked them and will reanimate the Silurians once he has killed the Doctor. The Brigadier appears out of nowhere and shoots the Silurian. The Brigadier berates the Doctor for being in the cave system alone. The Doctor says he wanted to inspect the hibernation unit so that they can start to reanimate the Silurians one by one and reason with them so as to unlock their technological potential. The Brigadier looks unsure. Later, the Cyclotron is back up and running, and the Doctor and Liz are setting off to London for some equipment to inspect the Silurian headquarters. He orders the Brigadier to not let anyone in the cave system. As soon as the Doctor and Liz leave, the Brigadier asks Corporal Nutting if the explosive charges are set. He intends to seal the Silurian base permanently. The young Silurian is still alive. He staggers to his feet and begins the reanimation process. Out on the road, Bessie isn't working. The Doctor pours something from a test tube into the gas tank. A low rumble emerges from the car before it kicks into life. Suddenly, a explosion occurs. The young Silurian staggers before falling under the weight of the cave falling in. The Doctor looks on as he realises that the Brigadier has blown up the Silurian base. He asks Liz if she knew. She says she didn't but knew the government were scared to keep it open. The Doctor says that it is murder of a whole race of beings. With a grim expression, he sets off in the car. An astronaut is bearing down on Mars Probe 7. There has been no contact between the probe and Earth for seven months when it took off from Mars. The Brigadier, who is overlooking the proceedings in the Space Centre, asks Professor Cornish, who is running the recovery mission, if he considers them to be dead. Cornish says he suspects so. The whole recovery mission is being televised live. The Doctor is trying to reactivate the Time Vector Generator using his TARDIS control. He inadvertently sends Liz fifteen seconds into the future before doing so to himself — much to her confusion. The Doctor notices the Brigadier on television. He is still bitter about the Brigadier's decision to destroy the Silurians. The recovery vessel is about to link up with the probe. The Brigadier asks the astronaut if he is sure the probe is Mars Probe 7. He says it is. He tries for radio communication one last time and then begins the process of linking up. The Doctor watches, enthralled. The astronaut activates the airlock. The air holds. He goes to open the hatch and hears something on the other side. He thinks he hears the hatch in the probe open. He opens his own hatch. Communication is lost in the Space Centre. All they hear is a shrill noise that hurts the ears of everyone listening. When it is done their is no contact. Back at UNIT headquarters, the Doctor recognises the sound but can't place from where. He and Liz set off for the Space Centre. Cornish is told there are no issues with any of the equipment at the Space Centre, so it must be an issue on the vessels. One of the other doctors, by the name of Taltalian, is being interviewed but gets frustrated with the journalist and walks off. The Doctor drives into the Space Centre directly after another vehicle, much to the concern of the guards. The probe is holding its position. One of the scientists wonders if it was an excess of electricity built up in the probe that may have fried the communications but not killed the astronauts. The Doctor arrives, pursued by soldiers that are called off by the Brigadier. The Doctor says that the sound is a message. Cornish is dismissive of the Doctor, but the sound returns. The Doctor identifies it as a series of high frequency accelerated impulses. He demands unlimited computer time and multiple copies of the recording so as to analyse it. Cornish's back is still up. The Doctor becomes more consolatory to him, and he calms down. The sound appears again — but this time it is slightly different. The Doctor states it is a reply from Earth. He sets about coordinating a worldwide triangulation in expectation of a replay. The broadcasters suggest that the noise is some kind of distress signal. The Doctor is setting up the triangulation. Taltalian has set up another recovery probe that won't be ready for another ten days. Cornish is not happy with that and orders him to speed up or find another capsule from another country. Taltalian says there is no capsule ready in the world. The noise is replayed, and the Doctor sets about collating the data. Liz receives some data from France which confirms that the signal is coming from London. The Brigadier gets UNIT to do a local triangulation, which places it as emanating from an abandoned warehouse seven miles from where they are. Two men are sending a message from the warehouse. The UNIT forces arrive outside the warehouse. The two men stop the signal and wait for a response. They know they will be being monitored but hope they won't be tracked. An associate of theirs called the Sergeant enters and says that UNIT forces have arrived. He is ordered to stall them but only kill if necessary. A group of people, led by the Sergeant, hide from UNIT. The Sergeant fires his gun. The two men send the signal again, confident that the Sergeant will hold them off. The Sergeant kills one of the UNIT soldiers, and a fire fight ensues. Many are killed as some of the Sergeant's associates join in. It soon becomes a hand to hand battle. The Brigadier stops the Sergeant from escaping. They face each other, both pointing their guns at one another. A UNIT soldier approaches from behind the Sergeant and swings a heavy metal implement attached to the ceiling. The Sergeant dodges it, and the Brigadier is disarmed. The Sergeant has a clean shot of the Brigadier. Instead, he drops his gun and is led away. The two men trigger the self destruct function on the machine they have been using. The men go through the window, but not before they draw the Brigadier in by firing their gun. As the Brigadier enters, the communication device explodes. The Doctor complains to Cornish that Taltalian is refusing him use of his computers. Cornish contacts Taltalian and orders him to comply with the Doctor. Cornish is told by Athens that a solar flare is heading directly for where the probe is in orbit. Their controls are locked on manual, and there is nothing that can be done. He contacts them, imploring them to unlock the manual setting. On Mars Probe 7, Cornish's pleas echo round an empty cockpit. The Doctor and Liz enter the computer suite only for Taltalian to emerge from behind the door and pull a gun on them. Doctor Taltalian wants the tape. The Doctor asks if he understood the message, and Taltalian says he did. The Doctor holds the tape out to Taltalian only to make it disappear. Taltalian searches the Doctor for it but is interrupted by the entrance of the Brigadier. Panicked, Taltalian takes Liz hostage until he can escape. The Brigadier pursues. The Doctor makes the tape reappear and explains to Liz that he transmigrated it but won't explain how. The Doctor and Liz find the analogue to digital converter. The Brigadier returns and says that Taltalian escaped. The Brigadier tells the Doctor about what happened at the warehouse and says they have taken prisoners. The Doctor wishes to talk to them. The Doctor and the Brigadier interrogate the Sergeant, but he won't talk. The Brigadier asks him why he didn't shoot him when he had the chance. The Doctor suggests he was ordered not to. The Brigadier tells the Doctor that they have no knowledge of the Sergeant — even the labels of his clothes have been removed. The Doctor realises that they are dealing with something larger than the Sergeant and goes to leave. Before he does, he asks the Sergeant nicely if there is anything he can get for him before screaming at him like an army officer. The Sergeant springs to attention. The Doctor tells the Brigadier that the Sergeant is an army officer of some kind. A scientist comes to get the Doctor. The TV broadcaster informs the public that the two capsules have separated, but there is still no communication from either of the vessels. The Doctor and the Brigadier return to be told that the vessels are seven miles apart and expanding. The recovery shuttle is heading towards Earth and is eleven minutes from re-entry. They are all surprised when the shuttle starts its re-entry early. The Doctor leaves to check on Liz. The Brigadier leaves to run a security report on the Sergeant. Unbeknownst to the Brigadier, an anonymous figure disarms a UNIT soldier and frees the Sergeant. Liz and another scientist called Dobson have found no pattern to the tape. The Doctor suggests there might be something wrong with the computer. Dobson is sceptical, saying that the computer is infallible. The Doctor gets Liz to ask the computer what two plus two is. The computer responds with five. The Doctor says that Taltalian has sabotaged the computer. The recovery shuttle is ten seconds from control range. Contact is established between the shuttle and the Space Centre, but there is no response. The Brigadier is worried that the shuttle will burn up on re-entry. The Space Centre takes over control of the shuttle. Radar contact is made. The broadcast tells the public that the capsule is on course to land somewhere in the South of England. The Space Centre is tracking the capsule and controls its landing. Once it lands, the Brigadier and the Doctor congratulate Cornish. The Doctor, the Brigadier and Cornish go out to the capsule. Cornish speaks to the astronauts through a communication device on the outside of the shuttle. There is no response. Unbeknownst by them, they are being watched by the men from the warehouse. Cornish wonders if the astronauts are unconscious and also tells the Doctor and the Brigadier that the mechanism is jammed or locked and that they can't cut into the capsule as it would be dangerous for the astronauts. The Brigadier suggest they take the capsule back to the Space Centre. The Brigadier contacts UNIT headquarters and orders that the route is cleared between where the capsule landed and the Space Centre. He also asks for police outriders to accompany them. They load the capsule onto the back of a truck and head off. The Brigadier goes with the capsule in the truck, whilst the Doctor goes separately in Bessie. The Brigadier sees a helicopter in pursuit of the truck. It hovers over the truck and drops smoke grenades, which disorientate the driver and the outriders. The truck is forced to stop. The helicopter lands. A firefight ensues between the UNIT soldiers and the men in the helicopter, who have alien weapons. Many UNIT soldiers are killed. One of the men takes off with the helicopter, whilst two others, the ones from the warehouse, steal the truck. The Doctor comes across the truck. He blocks the way with Bessie. The two men ask him to move, but the Doctor takes on the role of a doddery old man whose car has broken down. He asks for their help in moving the car. The men get out and push Bessie to the side of the road. As they do, the Doctor flocks an anti-thief device switch on the dashboard of the car, which causes the outside of the car to become magnetised and glues the men to the car. The Doctor re-steals the truck. The Brigadier is complaining to Cornish about the theft of the truck. He is flabbergasted to round the corner and see the recovery capsule being examined. The Doctor appears and explains what happened. He receives a phone call from Liz to say she has discovered the pattern. The Doctor leaves. Cornish continues connecting equipment to the capsule. Liz shows the Doctor the pattern she discovered. It proves that Taltalian has some kind of prior information regarding the situation. The Doctor heads off, saying that he is going to go and talk to the "top man". Once alone, Dobson rings someone and informs them that the code is close to being cracked. The Doctor and the Brigadier explain to Sir James, the Minister for Technology, everything that has happened and their theory that there is a mole. Sir James seems blasé and sends the two men away. The Doctor is cross, but the Brigadier shuts him up. When the Doctor and the Brigadier leave, he goes to his cupboard where Taltalian has been hidden. There is no response from Recovery 7. Cornish is preparing the thermal lances when Liz starts picking up some static. Sir James and Taltalian discuss how the Doctor is getting closer to their secret. Sir James say they are soon going to get a surprise. A voice comes from the shuttle. It is one of the astronauts asking for permission for re-entry. Cornish proudly tells them they are back at the Space Centre. The astronaut repeats his message for re-entry. He continues to repeat this message no matter what he is asked. The Doctor asks them to cut open the capsule. The craft is opened and found to be empty, save for a recording of the astronaut's voices and a high amount of radiation. Carrington has ensured the contents — three space suited astronauts — are detained elsewhere, feeding them radiation to keep them alive. Carrington is now introduced to the Doctor by Sir James Quinlan, the Minister for Technology, who explains that he is head of the newly formed Space Security Department and that his actions were to protect the astronauts as they had been infected with contagious radiation. Quinlan states that they did not want the public to become panic-stricken, so Carrington had been acting with authority in his actions. By the time Carrington takes the Doctor and his friends to meet the astronauts, the situation has changed again. A criminal named Reegan has organised their abduction, killing the soldiers and scientists protecting them. Two of his henchmen are ordered to protect the astronauts, but the radiation they emit later kills them. Reegan, suited in protective clothes, disposes of their irradiated bodies in a Hertfordshire gravel pit, burying them under the rocks. He then returns to his laundry van. Covering his tracks with camouflage tactics, he pushes a dashboard button that flips over the van's number plate to another registration code. At the same time, the "Hayhoe Launderers Ltd" signage on the van changes to read "Silcock Bakeries". Later on, the worker manning the industrial shovel uncovers the bodies when sifting the gravel. When the Doctor and Liz examine the situation, they work out that human tissue could not have withstood the degree of radiation emitted to the astronauts, who are still in orbit, meaning the three space suits contain alien beings instead. Reegan and his own scientist, Lennox, a disgraced Cambridge professor, are keeping the aliens alive, thinking the radiation needs to disperse, but they are weakening. Reegan enters their locked chamber to check up on one that collapses, but the alien recovers, thrusts him into a wall, and attempts to escape. Lennox flees, running up to find the laboratory exit locked, nearly getting him killed by the advancing alien. It runs out of strength again and falls down the stairs before laying a hand on him. Reegan recovers from the attack, disregarding Lennox's anger about locking the door. They realise the aliens need radiation to survive and begin dosing them with isotopes. In order to aid Lennox in maintaining the alien beings while they are incarcerated, Reegan lures Liz and the Doctor into the open by issuing a false announcement that the Brigadier wants them to examine the bodies of the radiation victims now uncovered in the gravel pit. The Doctor chooses not to go, wanting to ready Recovery 7 for another flight into space rather than wait for Recovery 8, as its radiation has dissipated. Soon after Liz departs, the Brigadier walks in unexpectedly, and the Doctor learns he didn't send for them. Lethbridge-Stewart immediately gets after Liz, who is now on her way to Hertfordshire in Bessie. Another car staked out on a side road waits for her to pass, then takes chase from behind, and Liz fights to stay ahead of it. However, the horsepower of the modern vehicle quickly outpaces the vintage car and overtakes Bessie on a straight patch of road. Liz is forced to stop and bail out in a sprint, where Reegan's henchmen attempt to capture her. The chase leads to a pier, where Liz fights off one man but slips over a railing as another man grabs her by the legs, and she dangles helplessly above a death drop. Despite Liz hanging off the edge of the bridge, she does not evade her captors and is brought to the lab where the astronauts are being kept to help Lennox. Carrington has issued a police alert for the return of Liz. He has also found some documents in a foreign language in the lab that, he thinks, proves that the astronauts have been stolen by a foreign country to be used as a weapon. The Doctor thinks that this is a plant and that the astronauts are still in space. He wants to decipher the impulses sent originally. Carrington says it is futile, but that does not put the Doctor off. Cornish and Taltalian are calculating how to get the capsule into space and are having to cut corners because of the blocks that Sir James is putting into place. The Doctor enters, and he and Taltalian make up. Cornish asks after Liz, and the Doctor says there is no news. The phone rings. It is for the Doctor. He is told that unless he stops interfering Liz will be killed. He hangs up and continues to decode the message. Liz is helping Lennox. Lennox sends a guard out to tell Reegan there is only one canister left. Whilst the guard's back is turned, Liz tries to run, but the door is locked. When she returns, she is scornful of Lennox's involvement in the project. He says he has nowhere else to go. As Lennox prepare to enter the quarantine, he hands Liz a key and tells her to lock him in the quarantine and run. She does so. The Doctor has cracked the code. It is instructions to build an electronic device. He questions Taltalian and says he is still an informer. Liz sneaks out and runs through the forest. Taltalian is shocked that the Doctor has accused him. The Doctor says that he can either confess to him, or he can be interrogated by the Brigadier. He leaves to build the machine. Left alone, Taltalian picks up a device and leaves. Liz attempts to hitchhike. A car pulls over. It is Taltalian. He pulls a gun on her and tells her to get in. She is returned to the lab, where she tells Reegan that the door was left open. Taltalian hands the device over to Reegan, saying that the creatures will respond to the commands that are given to them, and if they don't, they can threaten to cut off their radiation. Taltalian says that Reegan is to conduct a series of raids on targets. Taltalian berates Reegan for calling the Doctor, saying that it only got his ire up and that he needs to put out of way before he constructs another one of the machines. Reegan says he will deal with it. The Doctor tells the Brigadier about his suspicions regarding Taltalian, but he has no proof. The Brigadier is unsure, but the Doctor says he doesn't believe any of it. The Doctor requests a list of equipment and leaves, not before asking of any news regarding Liz. Lennox surreptitiously thanks Liz for not grassing on him. Liz is determined to escape again. In another room, Taltalian is anxious to return. Reegan gives Taltalian a bomb with which to kill the Doctor. He sets it for fifteen minutes but, while Taltalian's back is turned, changes it so it will explode straight away. Cornish is frustrated. All available astronauts have been transferred by Sir James. The Doctor volunteers to pilot the capsule. Cornish questions whether he has the ability to do so. The Doctor says he has spent more time in space than all of his astronauts put together and can face any tests required. Taltalian returns, and Cornish asks if he has the computations for the capsule left. Taltalian stalls him, and Cornish leaves. The Doctor asks if he has thought of the deal he offered him. Taltalian says he will tell the Doctor everything if he allows him to get away. He says he needs to go to his car for the information. He sets the bomb, which explodes instantly. The device that Taltalian gave Reegan can control the astronauts. The Brigadier and the Doctor pick through the debris in the lab. Taltalian is dead, betrayed by whoever gave him the bomb. The Doctor finds another one of the controllers in Taltalian's possession. Sir James tells Carrington that he has done everything to block Cornish's flight, but he can't delay anymore. Sir James suggest they tell the truth, but Carrington says they cannot do that, despite the launch of the capsule leading to a disaster for the entire world. Reegan shares his disappointment at the survival of the Doctor with a superior on the phone. Once he is off, he calls for a van and says that the astronauts are going on an excursion. Reegan asks Liz if the controllers can go the other way and if the astronauts can communicate with them. Liz says that it is possible, but something would have to be created. Later, an astronaut approaches a military base. A guard orders it to stop, but it continues. The guard fires at the astronaut, but it continues. The astronaut radiates the fence and kills the guard. The astronaut continues on and enters a workstation where he kills all the workers. He starts to search the workstation. A guard enters with a machine gun. The astronaut kills him. The Doctor has discovered that the device translates alien impulses into human speech and wants to build the other part of the machine. The Brigadier says he is trying to deliver as much equipment as possible, but they are coming from Japan. The phone rings. It is Sir James for the Doctor. He asks if the Doctor can be dissuaded from piloting the capsule. The Doctor says only if he is told the truth. The Doctor agrees, and he and the Brigadier make their way to Sir James. The astronaut enters Sir James' office. He is killed. The astronaut uses radiation to open the safe and destroys the contents. The Doctor enters and only sees Sir James dead. As he checks him over, the astronaut approaches the Doctor from behind. As the astronaut bears down on the Doctor, the Brigadier enters and shoots at it. The astronaut turns and rounds on the Brigadier. The astronaut escapes, killing a UNIT soldier as it leaves. It radiates the lock behind it as it goes, locking them in. Liz speculates that the astronauts are not human and questions Lennox as to whether Reegan is in charge. Lennox tells her that Reegan answers to someone higher up. Liz tells Lennox she has a plan for him to escape. The Brigadier shows the Doctor the bullets he fired at the astronaut. They are dented. The Doctor says they have been deflected off a kind of force field. A UNIT soldier says that there are strong traces of radiation leading outside the building and then it disappears. The Brigadier says this is proof that the astronaut was collected by a vehicle. The Brigadier wonders what the purpose of all this is and speculates if it is conquest. The Doctor states that this is what they are supposed to think. The astronaut is returned to the lab. Cornish is explaining the capsule to the Doctor. He explains that, due to the blocks already established before Sir James' death, they have had to mix standard fuel with a type of fuel named M3 which has never been done before. The Doctor's medical report is presented to Cornish. He seems confused by it, but the Doctor swiftly moves on. The astronaut collapses as soon as it is back in the quarantine. Lennox re-radiates it. Liz asks Reegan what it has been doing. Reegan explains it has been killing her UNIT friends. When he leaves, Liz accuses Lennox of facilitating murder. Liz says that Lennox should go to the Brigadier and that she can help him talk his way out. Carrington enters the Space Centre and tries to block the launch of the capsule. Cornish points out he does not have the rank to do that. Carrington says he is convinced that this is an alien invasion with the collaboration of a foreign power. The Doctor points out that this does not explain why he opposes it. Carrington says that he believes the capsule should carry a nuclear warhead instead. Carrington says he is going to take his objections to the highest level. Cornish says that he had better hurry as they will be launching in two hours. The astronaut is recovering. Liz and Lennox are still squabbling. Liz tells Lennox to tell the guard he needs more isotopes and that he needs to see Reegan. Lennox tries this but is blocked. Liz fabricates a story about the astronauts dying and convinces the guard. He still does not let Lennox leave, but Liz convinces him that the death of the astronauts will be on his hands. Lennox also adds that he is not a prisoner. The guard is convinced and frees Lennox. The capsule is ready, and the Doctor is summoned to the preparation room. The Brigadier asks the Doctor why the launch time has been brought forward. The Doctor explains it has been done to thwart Carrington. There is a call for the Brigadier. It is Sergeant Benton, who says that a man named Lennox is desperate to see him and is frightened out of his wits. The Brigadier tells Benton to put him in a cell until he has a chance to speak with him. Lennox is led to the cell and is unsure of its safety. He implores the guard to lock the door. The Doctor is ready for the launch. The Brigadier says goodbye, and the Doctor proceeds to the capsule. Reegan is cross at the guard for letting Lennox go. The guard blames Liz. Reegan grabs her and puts his gun to her head, demanding to know where he went. Liz says he went to the Brigadier. Reegan rushes to the phone and calls someone. He says that they are to take care of Lennox while he will take care of the Doctor. Cornish is performing an instrument check on the capsule. The Doctor is very impatient and only gets more so when told he is still thirty-three minutes away from launch. He is told that the fuel is taking a long time to load and that they have to get the balance between standard and M3 fuel just right, otherwise the ship will blow up in orbit. A man tries to infiltrate the Space Centre dressed as a mechanic. He knocks a guard unconscious and begins to climb the scaffolding around the launch site. He kicks a worker that tries to stop him off the side. He begins to turn valves around the launch pad. A fuel injection malfunction registers in the Space Centre. Cornish is concerned, but it soon self rectifies. The man is still making his way around the launch pad, knocking out any workers that he comes across. He turns a large valve on a cylinder marked "M3 Fuel". He climbs higher and higher, turning valves as he goes, and then makes his escape. Food is brought to Lennox. As the guard leaves, he implores for the door to be locked. He takes the lid off his food and finds an isotope. Horrified, he presses the panic button, but there is no response. The Brigadier finds the groggy soldier whom the saboteur knocked out. He rushes out and investigates, seeing the damage he has left. At the Space Centre, they are all set for take off. The countdown begins when the Brigadier rushes in and orders the take-off to be cancelled. Cornish ignore him and the rocket takes off. The Doctor is sustaining huge amounts of G force and the rocket's speed is 20% higher than it should be. The fuel burn will not reduce, and the Doctor is at risk of blowing himself out of Earth's orbit and into the Sun. Cornish implores the Doctor to try to control the fuel burn manually, but the heat has corrupted the controls. The rocket's speed is now 37% higher than it should be. The Doctor tells Cornish to jettison stage one of the rocket, but Cornish is reluctant to as it will mean the Doctor would struggle to get into orbit. The Doctor points out that it is the only option they have. Cornish orders the jettison. This stabilises the rocket and returns the speed to normal. The Doctor is informed of the saboteur. Later Cornish is directing a very casual Doctor towards Mars Probe Seven. The Doctor links the capsule to the probe and unbuckles himself, ready to move into the probe. Cornish urges caution, but the Doctor is calm. As he opens the hatch, Cornish warns of a UFO in collision with the Doctor and orders evasive action. The Doctor looks out the window and sees a large red disc approaching him. The red disc is a spaceship. The Doctor tries to evade it, but he doesn't have enough speed as he is still linked to Mars Probe Seven. The Space Centre loses communication with him. It has collided with the ship. The capsule must be smashed to fragments. The Doctor awakes inside his capsule. A voice tells him that he is not in danger and that he can leave his capsule. He is told he doesn't need his space suit as an environment has been prepared for him. He asks where the astronauts are. He is told they are unharmed. He walks out into a large red tunnel. He is told to walk into the light. He finds the astronauts watching a game on a screen. They are in good spirits. They are under the assumption that they are in extended quarantine on Earth. The Doctor tells them the truth, and they don't believe him. A noise hypnotises the astronauts. A figure emerges from behind a screen. It explains that the astronauts have had their mind conditioned so as to stop their mind deteriorating. The figure says that Earth has not returned their ambassadors and, unless they are returned, they will destroy their world. The Space Centre have discovered that the ship is half a mile in diameter. Carrington wants to attack and destroy the ship. The Brigadier says they cannot do that with the Doctor on board, but Carrington says he is most likely dead anyway. Carrington leaves for Geneva to push for an all out attack. The Brigadier shocks Cornish when he seems to be somewhat on the side of Carrington, but the Brigadier also thinks that Carrington has more information than he is letting on. Their only hope is the Doctor. The Doctor says that the authorities on Earth have no knowledge of the ambassadors. The alien figure says it finds that hard to believe. The Doctor asks to go back and return the ambassadors. The alien agrees but echoes his threat. The Doctor asks if the astronauts can come with him, but the alien says that they are to remain as hostages. The astronauts return to consciousness, and the Doctor leaves them in blissful ignorance that they are in quarantine. The Space Centre learns that NASA are launching an observation satellite to monitor the spaceship due to the fact that it is emitting radio signals. The Brigadier tells Cornish of the murder of Lennox. Cornish is starting to question UNIT's efficiency. The Brigadier lists what has been discovered already. The bodies in the gravel pit belonged to petty criminals, the bomb that killed Taltalian was an experimental bomb being refined by the army and not for general use yet, there was insecticide on Lennox's shoe that they are tracking to local countryside and the isotope used to kill him was sold to a company that no longer exists. Cornish takes back his questioning of UNIT's ability. The Space Centre is alerted that the radio signals have stopped. The Doctor returns on the video screen. He says that the astronauts are safe and well, but he can't say anymore as it is not safe. He explains he is going to land and that UNIT's men should be on standby. The Doctor breaks communication and starts re-entry. Liz is radiating the ambassadors when one of them stops her from leaving. It lifts up its helmet to reveal an alien face. Terrified, she escapes. She shows Reegan, who seems nonplussed. He tells Liz of the death of Lennox and offers her his job. The phone rings. Reegan is told that the Doctor is returning from space and that he is to be killed. Reegan sets off. The Doctor is four and a half minutes from touchdown. The Brigadier wants to go and meet him, but Cornish tells him it will take him an hour to get through decontamination. A lorry approaches the Space Centre. Reegan is driving and produces some papers. He is waved through. The Doctor has landed. The lorry draws up at the decontamination unit ventilation system. Reegan sets about fiddling with pipes and gauges. The Doctor enters the decontamination unit. Reegan puts a gas canister onto one of the pipes. The Doctor is told that they are awaiting the test results and that he has to stay in the decontamination unit longer. He lies down. A gas starts to enter through a vent, and he starts coughing. He tries to rise up but falls to the ground. Reegan stops the gas and enters the decontamination unit wearing a gas mask. He picks the Doctor up and drags him out. Cornish is told that all the tests are negative and tells the Doctor that he can leave decontamination. There is no response. The Brigadier rushes off to investigate. The lorry drives away. The Brigadier enters and discovers the gas and the Doctor gone. He tells Cornish and orders the gates sealed, but it is too late; the lorry has already left. The Brigadier reports the abduction of the Doctor. Carrington thinks it is a blind and that the Doctor is working with the aliens. He questions the Brigadier about how much he knows about the Doctor. Carrington says he is going to investigate the Doctor and then blast the spaceship out the sky. Reegan tells his superior that the Doctor is dead, but it is not true. The Doctor comes to and is reunited with Liz. He investigates the ambassadors and tells Reegan what he saw. When Reegan asks how he communicated with them, the Doctor says they have a translation device. Reegan shows the Doctor the one that Taltalian gave him, and the Doctor states it is far more complex than that. Reegan asks if the Doctor can build one; he says that he can, but he won't. Reegan says he will kill him unless he does. The Doctor sits down to make a list of the equipment he'd need. Reegan leaves them. The Doctor tries to escape, but Reegan is loitering by the door. Liz tells the Doctor about her failed escape. The Doctor sits at the desk and starts making the list, telling Liz that if they can't get to the Brigadier, maybe his list might bring the Brigadier to them. Carrington enters, armed. Carrington reveals himself to be Reegan's superior, and seeing as Reegan didn't follow his orders and kill him, he will have to do it himself. Reegan enters and begins to squabble with Carrington. He says he kept the Doctor alive as he is the only man who can create the machine that will help them communicate with the aliens. Carrington realises that Reegan is alive. The Doctor questions Carrington as to what his plan is. He says he wants to alert the world to the menace of the aliens. The Doctor says he knows that these aliens seek no ill will. Carrington is convinced that they are hostile and tells a story of how he first encountered them on Mars, where they killed one of his fellow astronauts. The Doctor states that they probably didn't know they were radioactive and wouldn't have intended to harm. Carrington will not be dissuaded and says that they have walked into his trap whereby he will convince the world they are evil. He says that he is the only one who knows of this plan and that no one else has helped him. The Doctor agrees to continue making the machine. Carrington tells Reegan that he wants to take an alien with him. NASA's satellite is within three miles of the UFO and drawing in. Carrington orders Reegan to raid an isotope store with the aliens. The Space Centre receive news that there is no signal from the satellite and that it has disintegrated. The Brigadier receives a phone call from Carrington, who tells him he has captured one of the astronauts and is bringing it to the Space Centre. Reegan implores the Doctor to be quicker in the construction of the machine. He takes the aliens away with him, despite the Doctor trying to convince him otherwise. Reegan says he wants the machine finished on his return. The Doctor continues construction of the machine, much to Liz's surprise. The van draws up to the isotope store. The ambassadors leave the van and break through the fence, radiating a guard. The alarm is raised. The van enters. Carrington is preparing a live video cast wherein the alien is going to be revealed. The presenter, Wakefield, questions if this is not going to raise a panic. Reegan sets about stealing isotopes. The police rush to the scene as Reegan is loading them onto the van. The ambassadors radiate the policemen but do not kill them. The Brigadier tells Carrington of the isotope robbery. Carrington says that this proves that the aliens are dangerous, and the fact that they are accompanied by men proves that there are traitors in their midst. Again, he accuses the Doctor of being in league with the aliens. He tells the Brigadier that he will tell the world to unite against the aliens on his broadcast. The ambassadors are back in quarantine. The Doctor has finished his machine and is about to test it. Conspiratorially, Liz asks if the signal is strong enough. The Doctor begins to tap Morse code whilst pretending the machine isn't working. The Doctor's Morse code is being picked up by all number of different radio receivers, including UNIT. They set about triangulating the signal. Wakefield and Carrington are going through a dress rehearsal of the broadcast. Cornish talks to Wakefield and tries to persuade him to not broadcast. Reegan questions the Doctor about what is taking so long. The Doctor says he is ready to test. He tries to talk to the ambassadors. There is no reply. He tries again. Again, no reply. The third time the ambassadors turn and ask why they are being kept prisoner and why they are being used to kill. Reegan snatches the microphone away from the Doctor and threatens the ambassadors. If they do not do what he says, they will be left to die. The UFO communicates with the Space Centre. They are told they have little time to return their ambassadors before they turn all their powers against Earth. Carrington says they must now attack and that he needs to broadcast immediately. Wakefield says he can't for another hour, and Carrington tells him to hurry. Cornish tries to dissuade again, but it falls on deaf ears. The Brigadier tells Carrington of the SOS signal being picked up, and he suspects it is the Doctor. Panicked, Carrington has the Brigadier arrested, saying that he too is in league with the aliens. The Brigadier is told that all his UNIT men have been arrested and replaced with men loyal to him. Cornish tries to ring the ministry, but Carrington says he has cut communication and is now in charge of the Space Centre. The Brigadier disarms the guards and steals a car, managing to escape from the Space Centre before the alert is raised. He arrives at the radio communication centre where they have triangulated the signal to a disused firing range not far from the Space Centre. The Brigadier starts to see Carrington's hand in all of this. He is told there is only one mode of transport to get to the firing range — Bessie. The soldiers pile in and reach the firing range. They arrive as some men leave, and a fire fight ensues. The men run out of bullets and, seemingly, surrender, but as they draw near a fist fight breaks out. One man is shot whilst the Brigadier throws another off the edge of the cliff. Inside, Reegan is trying to convince the Doctor to work alongside him. They hear the gun shots and the Brigadier enters, shooting the guard and injuring Reegan. He explains Carrington's plan to the Doctor. Reegan suggests they could use the ambassadors as a way of getting back into the Space Centre. The Doctor explains the plan to the ambassadors. Bessie and the van draw up to the entrance of the Space Centre. The Brigadier asks the men to open the gates, but they refuse. The ambassadors are let free. The Doctor tells them to open the gates and to try not to harm anyone. The soldiers shoot at the ambassadors, to no avail. The Doctor warns the soldiers of the ambassadors' powers. They back off, the ambassadors open the gates and Bessie and the van drive in. Carrington and Wakefield are still going through the dress rehearsal. Cornish implores with Carrington again, and Carrington has Cornish taken away by security. They are five seconds from broadcast. As Wakefield introduces Carrington, a banging is hear and then screams. The ambassadors enter, followed by the Doctor, the Brigadier and the UNIT soldiers. The Brigadier arrests Carrington. As he is led away, he tells the Doctor that he had to do what he did. The Doctor releases the ambassador that Carrington had trapped and says a message needs to be sent to the UFO. Cornish asks after his astronauts, and the Doctor says that they are safe. All that needs to be done is send the ambassadors up in Mars Probe Seven and exchange them for the astronauts. Even the issue of fuel isn't a problem. The ambassadors are immune to g-force so they can use the M3 variant. The Doctor bids Cornish farewell. Liz is to stay in and help with the exchange. As he leaves, the Doctor goes to shake the ambassadors' hands before thinking better of it and wishing them a nice trip. The Doctor drives Bessie into an area marked restricted. A maintenance worker by the name of Harry Slocum enters a drilling unit nicknamed Inferno. He introduces himself to Sir Keith and is told there is an issue with pipe number two. He is urged to fix it quickly, as Professor Stahlman does not want any delays. The Professor is at loggerheads with Sir Keith and tells him he should never have stopped the pipe for maintenance. He tells Sir Keith never to make a decision with regards to the drilling again. As Slocum is fixing the pipe, he sees a green goo emanating from the base. He touches it, and it burns. He is horrified to see his hand turn green. Sir Keith discusses the Professor with his personal assistant Petra. He confides that he has sent for an expert in oil rig mining, Greg Sutton, as he is nervous that there is no one with real drilling expertise on the mission. As Slocum leaves, he seems entranced. He heads outside the complex and stumbles against a piece of scaffolding. A man rushes out to help him. With a growl Slocum turns on him and kills him with his wrench. In a room inside the complex, Benton is hanging a picture in what is to be the UNIT HQ. The Brigadier enters and asks if there has been any sightings of Slocum. Benton says there hasn't been. The Doctor enters, and the Brigadier tells him of the murder. He shows him the wrench. It is still warm and, when it was found, it was red hot. The Brigadier comments that trouble seems to follow the Doctor around, and he questions why he asked to be on this mission. The Doctor says that an opportunity to be at the first penetration of the Earth's crust was not to be turned down. He heads off to do some experiments of his own. Sutton has arrived and is bewildered at having been pulled over with such urgency. Sir Keith shows him around the complex. He says that the drill head is twenty miles deep. This has been achieved by having no pipes, the pipes visible containing coolant delivered to the drill bit. Instead, there is a robot drill that is fed by a cable from a nuclear reactor. Sutton asks what this is hoping to achieve. The project is aiming to pipe Stahlman's gas (named after the Professor), a powerful energy source trapped inside the Earth's crust since the dawn of time. Sir Keith begins to introduce Sutton to the staff. He tries to flirt with Petra and is snubbed. On introduction to the Professor, he is cold. The Professor thinks that Sir Keith is trying to introduce as many experts into the project as he can to try to close it down. He counts the Doctor as one of these. Sir Keith introduces Sutton to the Doctor and asks his opinion on the project. He says that they should be heeding the warnings of the computers. As he leaves, he overhears the Professor complaining about the experts to Petra. He causally, but loudly, points out a flaw in the mechanics to a near by scientist, causing the Professor's blood to boil. The Doctor pulls up to a small building being guarded by a UNIT soldier. He asks if there is any news about Slocum; he is told that there isn't. The Doctor uses a device to open the door to the building remotely and drives Bessie in. Liz is inside working on the TARDIS console. The Doctor hands over the figures from the computer and tells her of the murder. She already knows as the sentry told her. They discuss the real reason they are here. The Doctor wants to use the nuclear power to try to jump start his TARDIS console. He wants a test run straight away. Liz starts flicking switches and positions herself by the main switch. Slocum is skulking around the complex. He is now covered in hair and has claws. He enters a building. A member of UNIT is on the phone. Slocum approaches him from behind. The Doctor says he is ready. Liz pulls the lever down. The machine registers 7 mega volts. Slocum has killed the UNIT soldier. He pulls a switch down to maximum. The console begins to shake. The Doctor says that there is too much power. Liz cannot do anything as the circuits are locked. The console and the Doctor dematerialise. The Doctor is in some kind of limbo and is in some pain as he and the console fly through the darkness. He flies off into the black. Liz uses a plank of wood to force the levers down. The Doctor and the console reappear. The Doctor is groggy but fine. He is keen for another trial run. Liz tries to dissuade him, but he says he needs to know where he was. An alarm goes off. It is the drill head. The Doctor and Liz hurry off to Bessie. The complex is in lock down as the drilling room fills with smoke. The Professor argues with Sir Keith as to why he ordered the lockdown. Sir Keith implores him to shut off the power, but he refuses. Sutton says that if the power is stopped now, it will never be able to be restarted again. Petra is ordered to check the coolant. Sutton tries to stop her, saying that the pressure is too dangerous, but she doesn't care. The Doctor and Liz enter. The Doctor says that there has been a nuclear power surge. The Brigadier enters and says that there has been another murder. The Doctor goes to the Professor to give him his advice, but he tells him to stop wasting his time. The Doctor heads off with the Brigadier. Petra returns, saying that the controls are jammed with the heat. Suffolk tries to stop her from heading off but instead goes with her to help. They find the Professor trying to stop it manually. Sutton helps. The Doctor and the Brigadier go to examine the body. As they do, Slocum jumps up, growling. The Doctor stops any UNIT forces from attacking. Sutton has sorted the issue with the coolant. The Professor says the readings are too high. He gets offended when Petra suggests they need the Doctor. The Doctor tried to calm Slocum. A UNIT soldier, Private Wyatt, sneaks up on Slocum and prepares to attack. The Professor is trying to contact the Doctor. The phone is ringing but all ignore it. Slocum attacks Wyatt. Wyatt manages to shoot him twice. They wrestle, and then Slocum slumps to the ground. Sir Keith wants to stop the drilling, but the Professor blocks it. Slocum is wounded but alive. The Doctor wants to turn off the switch but can't as it is too hot. He borrows the Brigadier's gun and uses that. Slocum dies. As he slumps down, the wall he was leaning on is blackened and scorched. The Doctor answers the phone and tells the Professor he has sorted everything. The Professor tells his workers to return to their duties. Sutton is cross at him and says he is just asking for trouble. He tries to confide with Petra and implores her to try to persuade the Professor. The Doctor and the Brigadier examine the body. He was shot twice through the heart but remained alive for several minutes. The Doctor marvels at his abnormal resistance and strength. The body is still hot. The attacked UNIT scientist and Private Wyatt are seemingly fine. The Doctor and the Brigadier climb to the roof to discuss what is going on. The Doctor suggests that there is some kind of retrogression of body cells that causes the victim to turn into animals. The Doctor says that it is a very slow process and wasn't complete with Slocum. The Brigadier asks if he has ever heard a noise like the one Slocum made. The Doctor says he has, at Krakatoa in 1883. The Brigadier asks if there is a link. They are interrupted by a UNIT soldier, who reports that Wyatt has disappeared. The Brigadier and the soldier rush off to find him. The Doctor sees him high above on a walkway and pursues him. When he catches up, Wyatt is animalistic. He approaches the Doctor, wielding his gun like a club. He swings too hard and throws himself off the edge of the walkway. The Doctor shouts for no one to touch him. The UNIT scientist emerges from the building in a trance. The Professor wants to increase the drilling speed. Petra calls him into a room where Sir Keith and Sutton are examining something. They open a box and show the Professor a vial of the green goo. Sir Keith says that it has defied analysis and that it is very tricky to analyse as it is too hot and does not cool down. The Doctor tries to suggest what it is, again mentioning Krakatoa. The Brigadier wants to talk to the Professor and Sir Keith. The Professor is reluctant to comply. The Brigadier insists. Left alone, Liz and the Doctor discuss the substance. The Doctor says he wants to hear it as he thinks it will let off a scream. Liz asks him to come and look at one of the computers. The Professor is callous and is not bothered about the deaths on his site. The Brigadier and Sir Keith plead with him to show more mercy. He says he has no time for these deaths nor any crazy theories of the Doctor's. The Doctor enters and asks if the Professor ever intends on paying heed to his computers. The Professor insists that the computers are over sensitive. The Doctor reacts angrily. Petra rushes in and says that the vial holding the green goo is about to break. The Professor strides out and, against the Doctor's suggestions, takes the vial in his hands and puts it back into the box. He orders it to be deep frozen. The Professor makes it clear that his discussion with the Brigadier is over and that the computer is faulty. The Doctor shows the Professor the computer and warns him that he should stop the drilling. Again, the Professor says that the readings are inaccurate. The Doctor goes to leave. The Professor tells him that he is taking away the nuclear power that he has been using to experiment with the TARDIS. The Doctor tells him that he is being childish. The Professor tells Petra that they can up the work rate of the drill in 25 minutes. Petra asks if it is safe, but the Professor disregards her. As he is left alone, he discovers that his hand is green. The Doctor asks Liz to go back to their hut and test the tri-gamma circuits on the console. Subtly he flicks a switch on one of the computers and poses his hut back up. The Professor enters and opens the computer and removes a microcircuit. He finds a truncheon in the Brigadier's desk and goes to smash it. The Doctor stops him. He goes to do it again, and the Doctor uses Venusian karate to paralyse him. The Brigadier breaks it up. The Professor leaves, saying that the Doctor is a mad man. The Doctor tells the Brigadier what he saw. When they challenge him, the Professor accuses the Doctor of trying to sabotage the drilling. They check his pockets, and he no longer has the microcircuit. As the Doctor leaves, he points out that the computer has already stopped working. Unseen, the Professor stamps on the microcircuit which he had dropped on the floor. The Doctor returns to his hut. Liz has fixed the tri-gamma circuits. She asks why he asked her to do it, and he says he strongly believes that the console is fine; it is just the nuclear surge that ruined his test. Liz says she is relieved they can't test again. The Doctor sends Liz off to run some tests through the computer. As soon as he is alone, he busies himself with the console. As Liz leaves, she is pursued by the animalistic form of the UNIT scientist. Liz returns to find the computer broken. When she explains to the Brigadier why she is there, he says that the Doctor knew the computer wasn't functioning. Liz rushes over and sees that the switch to provide power to the Doctor's hut is on. She and the Brigadier run off. The Doctor hangs onto his console as it begins to shake. The Professor notices that the power is down. He runs over to the switch and switches the Doctor's power off. Liz and the Brigadier return to see the Doctor and his console dematerialise. Liz tries to bring back the now disappeared Doctor, but there is no power. He is trapped. Liz and the Brigadier return to the base. The Brigadier orders the Professor to reconnect the power and explains why. He refuses. Sir Keith threatens to tell the Ministry about this and the new mining speeds. The Professor tells him to do so. When the Professor leaves, Sir Keith says he will go to London as soon as possible but can't leave the Professor to do as he pleases at this critical point of the drilling. The Professor's hand is now bright green. As he puts some gloves on, he is seen by Petra, who tells him to get it checked. He tells her not to worry. Liz berates the Brigadier for not showing concern over the Doctor. The Brigadier says he has many concerns of which the Doctor is one. The Doctor awakes. His surroundings are somewhat altered. On the wall is a poster that reads "Unity is Strength". His device does not open the door, so he forces it open. The shed door has a sign reading "Technical Store" with an unfamiliar logo on it. He drives Bessie out of the garage and pauses to close the door when he is shot at by soldiers. After protesting, he jumps aboard Bessie and drives off, pursued by the soldiers, who consider him a saboteur. He soon finds himself in a dead end where a soldier jumps aboard Bessie. The Doctor and the soldier fight as the Doctor drives. He manages to throw the soldier out of the car. He parks Bessie between some houses and hides in a bin. The pursuing soldiers run into the house, allowing the Doctor to escape. The Doctor sneaks onto a walkway above the compound and watches the soldiers look for him. He hears a snarl behind him, and one of the animalised humans approaches him. As he attacks, the Doctor uses a fire extinguisher to subdue him. This draws the attention of the soldiers, who continue to pursue him. Another animalised human approaches him. The Doctor counters his attack with a wooden pole. Below, the soldiers are ordered to shoot on sight. They see a figure above them and shoot. The animalised human falls to the ground. A female figure marches though the compound. The Doctor sees that it is Liz, only with a different haircut. The Doctor draws attention to himself and asks why she is wearing those clothes. The woman looks confused, draws a gun and blows her whistle for backup. She orders they take him away. The Doctor is brought into the Brigadier's office, where he is met with a figure similar to the Brigadier but with an eyepatch and a large scar by his eye. He asks how the Doctor got in. The Doctor responds quizzically and asks who he is. The man reveals himself to be Brigade Leader Lethbridge-Stewart, while the woman is Section Leader Elizabeth Shaw. When he asks who the Doctor is, the Doctor realises what has happened. He introduces himself as Doctor John Smith and says he is from a parallel space time continuum. The Brigade Leader is unsure if he is mad or bluffing. The Doctor shows he has knowledge of the drill and the people running it. He wants to see Professor Stahlman or Sir Keith. The Brigade Leader takes him to Director Stahlman. On the way, the Doctor notices that the drilling is three hours and twenty minutes away from the core, much in advance of where the Doctor has come from. When the Doctor is brought to the Director, he asks to see Sir Keith. The Director tells him that Sir Keith was killed in a car accident on the way to the ministry in London. The Doctor draws attention to the broken computer that was giving out warning signs before it broke down. The Director accuses the Doctor of having broken it and calls him away. He turns to Doctor Petra Williams, the Assistant Director of the project, and asks her to continue the drilling. Sutton tells her that there is no pressure getting to the drill head. Doctor Williams tells him that she is aware of this. Doctor Williams tells the Director what Sutton told her. He refuses to decelerate. Once he is left alone, he feels a pain in his hand. He takes off the glove, and it is bright green all over and hairy. The Doctor is being made to wait by the Brigade Leader. He asks what is going to happen to him and is told that he will be executed without trial under the Defence of the Republic Act 1943. When the Doctor asks about the royal family, he is told that they were executed. When the Doctor tries to sit down, he is forced to his feet by the soldiers. When he badmouths them, the Brigade Leader tells him he cannot insult the Republican Security Forces who have been brought here to protect the drilling. The Doctor says they will need protecting if the computer that was giving out danger signals or the death of Harry Slocum is anything to go by. The Brigade Leader says he is showing the amount of knowledge that only a spy could possess. The Doctor insists that he has seen it all in his world. The phone rings, and the Brigade Leader rushes out. Elizabeth tells him that Central Records have returned no match for the Doctor. This confuses the Brigade Leader as Central Records have never failed him before. They both interrogate him. Doctor Williams is informed of a minor leak in the drill head. Sutton questions her and is frustrated when neither she nor the Director seem to be bothered. An alarm goes off. Hearing the alarm, the Brigade Leader and Elizabeth rush out. The Doctor calls over the guard and immobilises him with karate. Smoke and green goo are pouring out of the drill head. The Brigade Leader is ordering all of his men and all of the scientists to remain at their posts. Amongst this chaos, the Doctor sneaks forward. Sutton orders the scientists around, to no avail. Doctor Williams watches the reading increase. The scientists start to abandon their posts; the Brigade Leader threatens to shoot them. The Doctor has found a toolbox and is scrabbling around looking for a microcircuit. He is discovered by a member of the Republican Security Force, who holds a gun to his head. The Doctor implores with him, saying that he knows how to stop all this. The guard is unmoved and asks him if he is going to come with him quietly. Elizabeth stops the soldier. The Doctor thanks her, but she says that she only did so because it goes against procedure. The Doctor tries to buy time to fix the computer, and eventually Elizabeth allows it. The computer begins to work and assesses the problems. The Director is angry that the Doctor has been allowed access to the computer. Sutton and Elizabeth stick up for him. Sutton and the Dictator argue about the safety precautions. Doctor Williams starts to listen to the Doctor's theories. The Doctor says that the heat and the pressure is proving too much for the velocity of the drill and that the only way to counteract it is to produce a reverse vortex by reversing all the systems. Reluctantly the Director agrees, then sends the Doctor away. Elizabeth compliments the Doctor, and then asks where he came from. He repeats his story about the parallel universe. She asks about the version of herself in the Doctor's universe. He says that she is a scientist. Elizabeth says that there is no similarity. The Doctor asks if she every contemplated being a scientist, and she admits she studied physics at university. The Doctor points out that it is there where the two points diverged. Elizabeth is doubtful, but the Doctor encourages her to think for herself. Doctor Williams and Sutton talk about the Doctor and his motivations for saving them. Sutton says he intends on cutting the drill down to minimum speed, regardless of what the Director thinks. Doctor Williams tells Sutton that he needs to start towing the line a little more. Sutton refuses, despite knowing that those that disobey orders "disappear". Elizabeth is told that the emergency is over, thanks to the Doctor. The Doctor warns Elizabeth about the dangers of the drilling operation. The Director asks Sutton for progress and is told all is well. The Director tells Sutton he intends on increasing the drilling speed. Sutton says that this is madness. The Director threatens to dispose of Sutton if he continues to disobey him. The Brigade Leader and Elizabeth are firing questions at the Doctor. They ask him his name, who sent him, whether he is a saboteur, what organisation he works for, whether he is a traitor, how he gained access to the complex, who helped him and which of their enemies he is working with. The Doctor does not answer. Elizabeth warns him they have other methods of extracting this information and repeats the question. The Doctor says that he came on his own, by accident, and has slipped sideways through time. Elizabeth asks the Brigade Leader for permission to go to stage two interrogation. He blocks this, as he is fearful the Doctor will die before talking. The Doctor hears the acceleration of the drilling and rises to try to stop it. The interrogation continues. The Director enters, wanting to know what progress is being made. The Doctor draws attention to the Director's gloves and challenges him to take them off. The Director tries to brush over this, but the Brigade Leader asks him to. He does so, and his hands are bandaged underneath. He says that he scorched them. The Doctor begins babbling about the green goo and infection. The Brigade Leader orders the Doctor to be taken to the Security Centre and asks Elizabeth to supervise him into his cell. When they are alone, the Brigade Leader questions why the Director is so concerned about the Doctor. The pair squabble, and the Director leaves, saying he wants the Doctor "liquidated" by the end of the day. Sutton and Doctor Williams conspire about the Director. Sutton is questioning why he is continuing to up the speed of drilling. Doctor Williams appears convinced by Sutton. The Doctor is escorted to his cell by Platoon Under Leader Benton. He notices he has a sleeping figure in the cell next to him. Platoon Under Leader Benton says he will be sleeping for some time, as he has been shot with a tranquilliser dart. Elizabeth comes to check on him. The Doctor refuses to be interrogated any more, until Platoon Under Leader Benton orders him to his feet at gun point. Again, Elizabeth asks who the Doctor is and how he came to the complex. The Doctor, again, tells the truth. Platoon Under Leader Benton asks for a moment alone with the Doctor to extract the information from him. Elizabeth sends all the guards away. She puts to him that he is a protester from a free speech group who is forming a demonstration and that if he confesses to that he will only get a few years in a labour camp. The Doctor refuses. Elizabeth says she will leave him to the Brigade Leader and leaves. Left alone, the Doctor tries to talk to the sleeping figure. After no response, he goes to sleep. A green hairy hand emerges from beneath the sheets. Back in the Doctor's universe, the Brigadier tells Liz that the UNIT soldiers have searched the entire complex for the Doctor, to no avail. They will not extend their search beyond the complex. Liz is concerned that the Doctor could be anywhere in space or time. When the Brigadier says that the Doctor can look after himself, Liz warns that he is not indestructible. Sir Keith asks the Professor if there are any problems or precautions with the drilling. He responds in the negative to both. Sir Keith says he is going to London and, unless he receives some kind of assurances, he will tell the minister of the unsafe practices being carried about by the Professor. The Professor says he has no intention of playing it safe. When the Professor leaves, Sir Keith tells the Brigadier and Liz that he is not sure that the Minister will even listen, as he has been blinded by the Professor's promises of free energy. Sir Keith has an ominous feeling about the whole thing. In the parallel universe, the Doctor awakens to snarling from the sleeping figure. He calls for the guard, who enters to investigate. He is attacked and killed by the animalised human under the sheet. The creature approaches the Doctor and bends the bars to enter the Doctor's cell. The Doctor flips his mattress onto the creature, knocking him over. The Doctor escapes, locking the door behind him. He runs into the complex and approaches a truck. He is surrounded by people and in an effort to hide gets into the back of the truck as it drives off. The drill is thirty five minutes from the centre of the Earth. Sutton asks Doctor Williams if everything is ready. Sutton has an ominous feeling about the whole thing and thinks they should be paying more attention to the computer. The Doctor has found a full radioactive security suit in the back of the truck. A guard discovers the carnage in the cell. The truck draws up and the Doctor exits, dressed in the security suit. The drill is three minutes from the centre of the Earth. The Director stares intently at the readings. The Doctor renters the compound with other similarly dressed men. The drill is two minutes from the centre of the Earth. The disaster crew is at action stations. The Doctor and the other similarly dressed men enter the main area and line up. The Doctor sneaks away and begins to tamper with a computer. The drill is one minute from the centre of the Earth. The Brigade Leader notices the Doctor and calls to him. The Doctor unveils himself and shouts that the countdown should be stopped. The Director orders the Doctor to be shot. The Brigade Leader draws his gun. Sutton protests. The Doctor warns that they are about to release forces that they've never dreamed of. The drill lets out a high pitched whine. The Doctor warns that it is the planet screaming out in rage. Sutton attacks the Brigade Leader and implores the Doctor to run. Wherever the Doctor turns he is blocked by resistance security forces. The Director now has the Brigade Leader's gun and is pointing it at the Doctor. The countdown reaches zero. The ground beneath them shakes, and they all fall to the ground. Everyone around them screams and abandons their posts in panic. The Brigade Leader attempts to stop them. The Doctor staggers to his feet and tries to stop Sutton from going in. The Director is attempting to as well. The Doctor questions that it seems that the Director is not feeling the heat quite as much. Doctor Williams confirms that nothing can be controlled remotely. Inside the drilling station, there is a huge explosion, and the green goo bubbles out of the drill. Sutton and the Doctor enter in their security suits. Sutton is struck about the head by the Director. Whilst Sutton is unconscious, the Director removes his helmet. The Director and the Doctor have a fist fight. The Director is winning when Sutton staggers to his feet and strikes the Director over the with a metal pole before collapsing in the fumes. The Doctor helps Sutton out. When the Doctor tells everyone what the Director did, they want to go in there and save him. The Doctor comments that he seems to like it in there. Sutton and the Doctor prepare to go back in when the door is closed from the inside. Inside, the Director is purposely contaminating people with the goo. The Doctor asks how thick the door is. Sutton replies that it is enough to stop a nuclear explosion. The Doctor warns that it will not be enough. An explosion rocks the complex. The Brigade Leader returns to say almost everybody has abandoned their post. Doctor Williams says that the computer is broken. The Brigade Leader reports of seismic tremors and earthquakes all over the country. The government have put him in control. Sutton asks if they have any plans to seal the shaft. The Brigade Leader says they do not. Sutton asks the Doctor if it is possible. The Doctor says that no substance in the world is strong enough to withstand the unleashed energy. The pressure will only get worse until, in days or weeks, the Earth will dissolve. An animalised human has appeared behind them. The Brigade Leader goes to attack it, against the wishes of the Doctor. The Brigade Leader tries to shoot it, to no avail. The Doctor uses a fire extinguisher, which immediately kills it. The Doctor explains that the creatures can't stand the cold. Sutton wants to leave. Doctor Williams says she will accompany him. The Brigade Leader draws his gun on them. Platoon Under Leader Benton says he has found some resistance security forces. The Brigade Leader tell him to ensure nobody leaves the building. Platoon Under Leader Benton marshals his troops. Doctor Williams is attempting to fix the computer. Sutton says there is no point and that they are all going to die. Doctor Williams the whole complex needs re-wiring. Sutton says there is no chance of that as the government has abandoned them. Sutton softens his tone when he sees how distressed Doctor Williams is. She now realises that it is the end. She and Sutton embrace. Sutton says he plans to leave and asks if she wants to come with him. Elizabeth is losing her mind at the planet's imminent demise. The Doctor says they still have a chance to save the other world. The Brigade Leader is exasperated that the Doctor is still continuing with that story. The Doctor explains the concept of the TARDIS and the fact he could use their nuclear reactor to get it working. He explains that in his world the drilling is behind schedule, and he can stop it before it takes place. The Brigade Leader wants to take a look at the TARDIS. As they leave, Doctor Williams tells him that all systems are breaking down. Once left alone, Sutton and Doctor Williams talk about when to escape. The Brigade Leader inspects the TARDIS console. The Doctor shows a few movements left over from residual energy. The Brigade Leader still doesn't believe. Elizabeth asks to see some proof. The Doctor drains the storage unit to travel a few seconds into the future. He asks if the Brigade Leader is satisfied. He asks if the Doctor can take anyone else with him. The Doctor says he cannot, as it will create a dimensional paradox that will shatter the space time continuum. Platoon Under Leader Benton is still keeping the resistance security forces in line despite the explosions around them. As Doctor Williams is working, a voice calls to her over the tannoy. She finds Sutton, who hears it too. The Brigade Leader, Elizabeth and the Doctor join them to hear the voice of the Director asking Doctor Williams to raise the heat shield as the manual controls are jammed. Doctor Williams goes to do this. The Doctor tries to stop her, but the Brigade Leader draws his gun and allows her to do so. The heat shield opens half way, and a figure in a protective suit pulls it the rest of the way. He pulls off the helmet to reveal the animalised human. He is joined by a fleet of others. They are not attacking, as they are acclimatising to the change in heat. Everyone tries to escape, but they are stopped by the creatures. Platoon Under Leader Benton enters and is immediately seized on. One of the creatures touches his face, and he screams and falls to the ground. The Doctor pulls some wires out of the computer, and the door closes. This creates a distraction to allow them to escape into the office. Sutton wants to save Platoon Under Leader Benton, but the Doctor forbids it. Platoon Under Leader Benton staggers around in pain as he begins to turn into one of the creatures. Sutton is dismayed that he was not allowed to save Platoon Under Leader Benton. The Doctor says that nothing could have been done as the heat would have sped up has change into one of the creatures; that is why he closed the heat shield. The Brigade Leader and Elizabeth tell Doctor Williams about the Doctor's "spacecraft". In the Doctor's original universe, Sir Keith is on the way back from the ministry when he notices he is being taken a different route. The driver informs him that there is traffic. Sir Keith tries the car phone. It is not working. Sir Keith tells the driver that the minister has suspended the drilling pending a full review. Sir Keith begins to get suspicious of the driver, and he eventually confesses that the Professor ordered him to take the long route home and pretend to break down. Sir Keith asks the driver to return to the complex. As he does the pair are involved in a car accident. In the parallel universe, the creatures are clawing at the office door. Inside they are all discussing the revelations about the Doctor. They all believe him, with the exception of the Brigade Leader. The Doctor says he has a plan to get out of the office but is interrupted by one of the creatures breaking through the glass in the door. The Doctor uses a fire extinguisher to push the animalised humans back. The Doctor needs ten minutes to execute his plan to connect the TARDIS to the nuclear reactor. Doctor Williams questions if there is any power running through the system. The Doctor checks the air conditioning system — it is working. Doctor Williams says it must have been switched to robot control; she would need to boost the output by resetting the emergency control, but the master switch in the next room needs to be fixed first. Sutton suddenly remembers that there is a huge amount of coolant in the adjacent room which they can use to hold off the creatures. The creatures break through, and they immediately put the plan into action. The Brigade Leader holds back the creatures with the fire extinguisher, while Sutton tries to access the coolant. The hose to the coolant has seized up, and the Doctor has to help. The Brigade Leader is surrounded, and his fire extinguisher has dried up. Just in time, Sutton has the coolant working and forces the creatures back. Sutton and the Doctor decide to stay and fix the master switch. Once outside, the Brigade Leader wants to abandon the Doctor and Sutton. Elizabeth and Doctor Williams say they intend to stay. The Doctor tells Sutton that he can go if he wants, but he refuses. Sutton asks the Doctor how he will convince them to stop drilling in his own universe. The Doctor says he may be able to convince Sir Keith. Sutton says he is dead, and the Doctor says he may still be alive in his own universe. Back in the Doctor's original universe, the Brigadier receives a phone call saying that Sir Keith has disappeared. Benton enters and says that the Professor is refusing to see the Brigadier and has insulted him. The Brigadier loses his temper with Benton and tells him to tell the Professor he doesn't have a choice. Liz is in the Doctor's hut, flicking switches to attempt to return the Doctor to his original timeline. The door rattles. Liz checks who it is and opens the door to reveal Sutton. He is curious what has happened to the Doctor, seeing as nobody saw him leave. He thinks that the Doctor blew himself up and that everyone is covering it up. Liz explains that there was some kind of accident but won't be drawn on any other details. Sutton tells Liz about Sir Keith. The Professor rails against the Brigadier. The Brigadier tells the Professor of the disappearance of Sir Keith. The Professor suggests an accident. The Brigadier says there has been no report of an accident. The Professor suggests that he might not have heard what he wanted to hear from the minister and may have taken himself off. The Brigadier says that, due to not having heard from the minister, he thinks that penetration zero should be delayed due to Sir Keith's objections. The Professor refuses. In the parallel universe, Sutton is still holding off the animalised humans. The Doctor has fixed the master switch. Sutton clears a path with the coolant, and they both escape, grabbing fire extinguishers as they go. Doctor Williams sees the Doctor and Sutton emerge. They all run off. Soon Bessie pulls up at the Control Centre. Doctor Williams immediately sets about fixing the computer. The Doctor and Sutton set off to get tools and cable. As they do, they feel the tremors of a distant earthquake. They head off to Bessie. The animalised humans start emerging from the complex due to the fact it is warm enough outside for them now. The Brigade Leader loses his temper at Doctor Williams, telling her to hurry up. Doctor Williams informs him that his shouting at her isn't helping. Elizabeth sides with Doctor Williams. The Brigade Leader explains that he has no intention of letting the Doctor escape alone. The complex is now covered with the animalised humans. The Doctor and Sutton have got back to the hut. Sutton is underwhelmed by the console. The Doctor asks him to fix the connector to the cable. Sutton warns him that if the entire output of the nuclear reactor is run through the cable, it will only last a few seconds. The Doctor assures him that that is all he will need. The Brigade Leader asks Doctor Williams how much longer she will be. She says that there is a problem with the relay circuits, and she is attempting a double bypass. The Brigade Leader loses his temper again. Elizabeth turns on him. The Brigade Leader says he plans to hijack the TARDIS, and if the Doctor refuses to be persuaded, he will kill him. Sutton implores the Doctor to make sure he stops them from drilling and connects the cable. He says that, with luck, it should work. The Doctor says they don't need luck but skill. Doctor Williams thinks she is ready. She pulls the lever and nothing happens. She says there must be a fault. The Brigade Leader is furious for her wasting their time. She says she will try again, but it will involve re-wiring the whole system. Sutton and the Doctor are waiting for the circuit to be complete. Sutton says that, if those explosions reach the nuclear reactor, they are all done for. The Brigade Leader watches the shaft split open. The animalised Director enters. Doctor Williams and Elizabeth run out. The Brigade Leader shoots the animalised Director repeatedly until he falls to the ground. All three of them run off, pursued by the creatures. They are sporadically thrown to the ground by earthquakes. Back at the hut, Sutton is impatient, but the Doctor is resigned to the plan having not worked. Sutton sees the trio coming. Doctor Williams apologises for the plan not having worked. The Doctor says it is fine. The Brigade Leader is furious and says it is far from fine. Sutton and the Brigade Leader argue. The Brigade Leader pulls his gun on him. Sutton says he will be only speeding up his death. The Brigade Leader pulls the trigger, but there are no bullets in the gun. The pair fight. The Doctor makes them stop, saying that they don't want to end their lives fighting like animals. They notice that Doctor Williams has gone back to the Control Centre to try to remedy the situation. Sutton goes to help her. Doctor Williams is re-wiring the computer when Sutton enters, furious. She asks what any risk to herself matters. The animalised Director awakes, and Sutton attacks it with a fire extinguisher. As he does, Doctor Williams gets the circuit working. They run to the hut. Elizabeth notices that the console is working. The Doctor says it is gaining power rapidly. The Brigade Leader pulls his gun and orders him to take them with him. He fires the gun in the air to prove it now has bullets in. The Doctor says he wants to but can't as it will cause a cosmic disaster. The Doctor says that the Brigade Leader is going to have to shoot him. A gunshot sounds in the hut, but it is the Brigade Leader that falls to the floor. The other three implore the Doctor to leave. A huge explosion shakes the complex. Lava begins to flow from where the drill shaft was. Men and animalised humans run in terror. The Doctor says he cannot dematerialise as the power is too erratic. Lava begins to encroach through the door of the hut. The Doctor is prostrate and unconscious on the floor of the hut. He is discovered by Liz, who calls for Benton to fetch the Brigadier. It is three hours and twenty two minutes until the drill reaches the centre of the Earth. The Professor gives orders to boost the drilling. Petra is unsure as to the safety, but the Professor orders it. Petra tells Sutton, who wants to confront the Professor, but Petra stops him, saying that she will try first. Benton tells the Brigadier about the return of the Doctor. Sutton overhears. The Professor will not listen to Petra. He is strongly affected by a noise that emerges from the drill. Petra is worried for his health, but he says he merely has a headache. Sutton tries to persuade the Professor. Again he is blocked, and again the noise has an effect on the Professor. The Professor storms off, leaving Petra and Sutton worried about his mental health. Liz is checking the Doctor's health. All is fine, and he is just in some kind of coma. The Brigadier wants to fetch a doctor, but Liz blocks him. Sutton warns the Professor of an issue with the number two output pipe. The Professor ignores him. Sutton loses his temper, and the Professor says that if he is so worried, he should leave. Sutton goes to leave when Petra stops him. Sutton tries to convince her to come with him, but she says she can't. They are interrupted by an explosion from the drill head. The Brigadier is informed of the issue. The Doctor stirs. He mutters that the number two output pipe has blown. The Brigadier is stunned, as he has only just heard that information himself. Still in his coma, the Doctor mutters, "Reverse all systems immediately", before slipping back into unconsciousness. Liz goes to Central Command to tell them what the Doctor said. The Professor is struggling to keep everyone in their positions and is refusing to stop the drilling. Liz enters and asks Sutton and Petra what would happen if they reversed the systems. Sutton says it is not a bad idea. Petra says they would never get the Professor to agree. Liz says they should just do it. They all rush off. The Doctor stirs in his coma. It has worked. Liz says it was the Doctor's idea. The Professor is angry at Petra for having not run the plan past him. The Doctor awakens to the Brigadier and Liz. He tells the Brigadier he looks better with a moustache. He checks his pulse and is healthy. He tells Liz and the Brigadier where he has been. They think he is still delirious. He asks the Brigadier, who he calls the Brigade Leader, if they have caught the animalised scientist, whether the Professor seems ill and the state of the drilling. There is a knocking at the door. It is Sir Keith. The Doctor is overjoyed to see he has survived his accident. Sir Keith tells the Brigadier that the Professor is going to face some serious charges. The Doctor has realised that with an infinity of universes comes an infinity of choices, free will is not an illusion and patterns can be changed. The Doctor stops the Brigadier from calling a doctor for him and tells Sir Keith what is going to happen. The Doctor bursts into Central Command and says that drilling must be stopped. The Professor orders the Brigadier to arrest him. The Doctor rushes to a computer and destroys it. The Brigadier pulls him away and orders him to be taken to the sick bay. Sir Keith confronts the Professor. The Professor says he has no intention of going to see the minister until after drilling is complete. Petra tells the Professor that they will be switching to robot controls in forty nine minutes. The Professor says he feels cold and orders her to increase the temperature. He has some kind of fit that causes the scientists to look at him in shock. He orders them all to leave the area as he will finish the procedure alone. Sutton and Petra are shocked as to what the Professor is doing. The Professor closes the heat shield. The Doctor uses karate to elude his guards before running off and hiding. The guards come to and run past him in his hiding place. The Doctor is approached by the animalised scientist. He neutralises him with a fire extinguisher. The Professor studies the green goo that is dripping out of the drill head. He rubs his hands and face with it before falling to the ground. Petra hears the cries of the Professor through the tannoy and is concerned for the Doctor. Sutton tells Sir Keith that they cannot access him as he has locked the heat shield from the inside. Behind the heat shield, the Professor is fully animalised. The computer is advising that the drilling should be stopped. The Doctor re-enters just as the heat shield rises and the animalised Professor emerges. The Professor attacks the Doctor with a chair, but he and Sutton neutralise him with fire extinguishers. The Doctor orders that the drilling be stopped. Sutton says that they should cut off the power. Petra warns that this would cause the drill to disintegrate; Sutton says that would be for the best. Petra stops the drilling, but it continues. Sir Keith warns of the buffer controls, which cause the drill to slow rather than stop dead. This means the drilling will continue for five minutes — long enough for the drill to reach the centre of the Earth. The Doctor and Sutton run off and discover the server switches have been smashed. With one minute left, the Doctor begins to tamper with the switch. Everyone looks on, worried. With thirty five seconds left, the Doctor and Sutton return, having stopped the drilling for good. Liz hugs the Doctor. The Doctor says that the shaft should be filled in immediately. Back in the hut, the Doctor and Liz are working on the TARDIS console. There is a knocking at the door. It is Sir Keith, accompanied by the Brigadier. He has come to say goodbye. Sir Keith says everyone is leaving as the project has been abandoned. The Doctor is told that he has one more day with the nuclear reactor before it is dismantled. Sir Keith also informs them all that Sutton and Petra left together. Once alone, Liz and the Brigadier ask why the Doctor still wants to use the nuclear reactor. The Doctor says that the console is now fully functional, and he can use it at will. The Brigadier scoffs at him, and the Doctor says he reminds him of the Brigade Leader. He bids goodbye to Liz before saying that he cannot stand another moment with the Brigadier, whom he describes as a pompous, self-opinionated idiot. He flicks a few switches and disappears. Liz turns to the Brigadier, cross that he has forced the Doctor to leave. There is a cough at the door. A rather bedraggled looking Doctor stands at the door. He informs them he moved a few seconds forward in time and just left into a rubbish heap. The Doctor tries to smooth over his cross words to the Brigadier in an effort to get some UNIT soldiers to return his console. International Circus manager Luigi Rossini (real name Lew Russell) witnesses a horsebox materialise out of thin air in a field near his Big Top. Out steps the Master, who quickly overpowers him by hypnosis. He enlists Rossini to help him steal a Nestene energy unit (left over from the previous invasion) from the National Space Museum. Liz Shaw has returned to Cambridge, having decided the Doctor doesn't really need her, so the Brigadier assigns UNIT trainee Josephine Grant as the Time Lord's new assistant. She immediately makes a bad first impression, by extinguishing a small fire on the Doctor's lab bench, thereby ruining six months work on his malfunctioning dematerialisation circuit. Dismayed at her lack of qualifications, he insists that the Brigadier reassign her. The Brigadier concedes, but only if the Doctor will tell her himself. The Doctor attempts to fire her, but faced with Jo's kindly and innocent disposition, he is unable to bring himself to do so. The Master infiltrates a deep space radio telescope at Beacon Hill, overpowering Professor Philips and his assistant, Goodge. He connects the stolen energy unit to the telescope and uses it to channel power from the Nestene Consciousness in space into the surviving unit. Investigating the theft of the energy unit and the disappearance of the scientists, the Doctor arrives at the radio telescope. Outside the control tower, a Time Lord arrives, "inconspicuously", dressed in a discrete suit and bowler hat but hovering in mid-air, to warn the Doctor of the Master's arrival on Earth and alert him to a booby trap inside the door he is about to open. His warning delivered, the Time Lord vanishes. Disarming the trap, the Doctor opens Goodge's lunchbox, only to find his shrunken corpse inside. At a small plastics factory, production manager James McDermott confronts the owner, young Rex Farrel, about the mysterious Colonel Masters and the new line of products he has commissioned them to manufacture. The Doctor realises that the Master is in league with the Nestenes, and the Brigadier (based on previous experience of their methods) obtains a list of nearby plastics factories. Jo is assigned to investigate some of these, including Farrel Autoplastics. On arrival, she is quickly discovered by the Master and hypnotised. She returns to UNIT with a crate that apparently once contained the Nestene energy unit, but as she begins to unpadlock it, the Doctor realises it's a bomb and shouts for Yates and Benton to stop her. But Jo is determined to open it. The Doctor throws the crate through the window, into the river, moments before it explodes. At the plastics factory, McDermott confronts the Master about his interference with production. The Master invites him to sit in one of their new products, a self-inflating plastic chair, which comes alive and smothers him. Rex Farrel is impressed with its effectiveness, but the Master realises that they should explore smaller products, noting that a simpler plastic device could kill humans with more efficiency. At UNIT headquarters, the Doctor frees Jo from the Master's control. She can remember very little about what happened to her, but the Doctor realises the bomb must have been the work of the Master. However, Jo cannot even recall at which factory she met him, due to the amnesia induced by the post-hypnotic suggestion. The factory's retired owner, the elder Mr Farrel, is very upset over the death of Mr McDermott, who Rex claims had suddenly died while trying out the plastic chair and at the presence of "Colonel Masters." When an attempt at hypnotising Farrel senior fails, the Master surreptitiously turns his car's heater to its hottest setting, then gives Farrel a new sample product, a demonic-looking plastic doll that is activated by heat, flinging it on the back seat as Farrel leaves. The doll suddenly comes to life, as the heater warms the car's interior, but Farrel takes notice of the heat and shuts it off, causing the doll to become dormant again. However, at his home he leaves it near a radiator. The doll comes to life a second time and kills him, lunging at his throat with its fangs. His wife screams when she happens upon his murdered body. Sergeant Benton locates the missing Professor Philips' car, and the subsequent enquiries lead UNIT to Rossini's circus. The Doctor insists on investigating it personally, despite the Brigadier's offer of an escort. Jo is ordered to remain at HQ. However, eager to prove she's not as useless as advertised, Jo hides in Bessie, the Doctor's vintage car, and so accompanies him without his knowledge. At the circus, the Doctor investigates the Master's TARDIS, which is disguised as a horsebox, but he is quickly captured by Rossini; the Master left Professor Philips at the circus to lure the Doctor there. Meanwhile, trying to find the Doctor, Jo sees Professor Philips. She telephones the Brigadier at HQ, who tells her to stay put until he arrives. But Jo again disobeys and goes to find the Doctor. The circus strongman, Tony, is menacing him inside a trailer, but Jo sneaks into the trailer and knocks Tony out by shattering a vase on his head. The Doctor is upset that Jo didn't listen to him, but she points out that he needed her to rescue him. Professor Philips, under the Master's hypnosis, enters, holding a grenade. The Doctor attempts to reason with him, knowing Philips is still on some level trying to resist doing something against his nature. Philips breaks loose from the trance and tries to abandon the grenade outside, but it detonates, killing him. The Doctor and Jo find the Master's TARDIS (still disguised as a horsebox) but are confronted by an angry mob of circus employees led by Rossini. Rossini furiously accuses the Doctor of robbing the caravan and killing one of the circus hands with a bomb. He clubs the Doctor over the head before he can react, and the mob swarm toward him and Jo. They are rescued by an arriving police car. The Brigadier and Captain Yates arrive at the circus moments later, see what is happening, and follow them. But instead of being taken back to town, the Doctor and Jo arrive in a remote quarry. The Doctor, suspicions aroused, asks to see the officer's warrant card and is met with blank eyes. He peels off a face mask and reveals that the "policemen" are Autons in disguise. The Doctor struggles with the two Autons, causing the car to crash. He and Jo escape from the car, only to be relentlessly hunted through the quarry by the Autons. But the Brigadier and Captain Yates arrive and rescue them. Back at his lab, the Doctor replaces his non-functional dematerialisation circuit with the one he has stolen from the Master's TARDIS, but they are incompatible. The Doctor's frustration abates when he realises that, as long as he has the Master's circuit, the Master, too, is trapped on Earth. Meanwhile, the Master is pleased by the factory's latest product, a realistic-looking plastic daffodil. The Autons, now wearing enormous carnival masks and matching yellow suits as an impenetrable disguise, tour the countryside handing out thousands of these daffodils to the general public. The Brigadier is alerted to a rash of unexplained deaths all over England. Jo's memory is jogged by the mention of Mr Farrel among the casualties. They meet his grieving widow and take away the hideous doll for examination. Meanwhile, a mysterious telephone engineer (actually the Master in disguise) replaces the cord on the Doctor's lab telephone. It seems the Doctor has simply ordered a longer flex because he paces about whilst on the phone, but the repairman's behaviour suggests otherwise. The Doctor and the Brigadier investigate the now-abandoned plastics factory and discover a leftover plastic daffodil (and narrowly elude a killer Auton). Meanwhile, Jo and Captain Yates accidentally reactivate the doll with the heat from the Doctor's Bunsen burner, which they have borrowed to make cocoa. The doll attacks Jo, but Yates shoots it to pieces with his sidearm. The Master telephones the Doctor in his lab. The Doctor asks what he wants. The Master has simply called to say goodbye. He activates a signal device, and the Doctor's newly installed plastic telephone cord comes to life. It wraps itself around his throat and starts squeezing the life out of him. The Brigadier hears the Doctor shouting for help and pulls the phone cable from the wall, cutting off the signal. The Doctor reminds the Brigadier that the Nestenes can put life into anything made of plastic. Then, examining the daffodil, the Doctor and Jo accidentally discover that it's activated by radio waves. The daffodil sprays an asphyxiating plastic film over Jo's nose and mouth, but the Doctor removes it in time to prevent suffocation. They realise the daffodils are to be activated by a signal from the Radio Telescope; the wave of unexplained deaths were shortwave radio users who activated the daffodils prematurely. Although he now knows the cause of the deaths, the Doctor is puzzled by the fact that plastic film was not found on any of the bodies. On a hunch, he breaths on the plastic, and it shortly dissolves away into nothing. The carbon dioxide expelled from the dying victim's lungs acted to remove the evidence of murder. Moments later, a voice greets the Doctor from the lab stairwell. He turns around to face his old enemy. The Master trains his Tissue Compression Eliminator on the Doctor, ready to shrink him to death. The Doctor shows that he is holding the Master's dematerialisation circuit, which will be destroyed if he fires. Jo breaks the stalemate when she blurts out that UNIT has identified the Autons' whereabouts and are planning an airstrike. The Master alters his plan, kidnapping them and taking them to the quarry as hostages, to prevent the airstrike. The Brigadier and Benton see this and cancel the strike just in time. But Jo now impresses the Doctor with her skills at escapology. While the Autons are holding off a UNIT force led by Yates and Benton, the Doctor and the Brigadier confront the Master in the radio telescope control room where he hopes to open a channel for the Nestene invasion force. But the Doctor convinces the Master that he'll be expendable once the Nestenes arrive. Together they reverse the radio signal, expelling the force into deep space. With the signal cut off, the Autons collapse. Unfortunately, the Doctor and the Brigadier are overcome by feedback, and when they recover the Master has fled. The Master escapes to the coach the Autons have been using. Cornered by UNIT troops, he emerges with his hands up. The Doctor warns the Brigadier the untrustworthy Master is trying to trick them. He feints a surrender, but draws his tissue compression eliminator. Captain Yates shoots him dead. The dubious Doctor examines the body and reveals it is actually Rex Farrel, disguised by a latex facemask. He was hypnotised to be a scapegoat and callously thrown to the wolves. The real Master escapes in the coach. UNIT later find the abandoned coach, but of the Master there is no sign. Jo suggests he has left Earth. But the Doctor has outsmarted him, having actually handed him the faulty dematerialisation circuit from the Doctor's own TARDIS, keeping the Master's. Now that both he and the Master are stranded on Earth, the Doctor admits that he will rather be looking forward to their next meeting. The Third Doctor and Jo Grant arrive at Stangmoor Prison to view a demonstration of the Keller Machine, developed by Swiss scientist Emil Keller, which is claimed to cure anti-social behaviour by extracting evil impulses from the mind. Professor Kettering, acting on behalf of the absent Keller, reports over a hundred successful tests on European prisoners. The Doctor's open scepticism is apparently justified when the machine overloads, and the subject, a hardened criminal named Barnham, is rendered comatose. Meanwhile, UNIT is busy overseeing security at the first World Peace Conference. Things are not going too well, as the Brigadier attempts to calm Captain Chin Lee, furious at the apparent theft of classified documents from the Chinese delegation. Later, Chin-Lee reports even worse news: the Chinese delegate is dead. Meanwhile, Captain Yates is assigned to lead a small UNIT platoon in disposing of the Thunderbolt, an outlawed nerve gas missile. Arthur Linwood, a medical student witnessing the Keller demonstration, is found dead near the Keller Machine, his face frozen in terror, covered in bites and scratches. His medical history shows a morbid fear of rats. Professor Kettering is examining the machine when it becomes active on its own. Kettering has a vision of waves of water and dies of an apparent heart attack. Investigating his death, the prison medic, Dr Summers, is mystified that his symptoms are consistent with death by drowning. The machine's activity also appears to coincide with an increase in hostility in the prison population. The Doctor is worried that the machine has power over people's minds and is growing more powerful. As suspected, Kettering's medical files show a morbid fear of water. Later, as the Doctor examines the machine, it activates again. He is seized by terror as the room appears to erupt in flames. Jo enters the room and breaks the hold that the machine had over the Doctor. The Doctor is initially cross at Jo for disobeying his orders. Jo presents the report on Kettering's death and tells Jo that he saw fire when the machine had a hold of him. He tells Jo that he once saw a planet burn and the machine used this story to attack him. Yates enters with orders to bring the Doctor back. The Doctor refuses and Yates tries to use force until the Doctor counters him with Venusian Karate. Yates tells the Doctor about the peace conference and the death of the Chinese Delegate which peaks the Doctor's interest. He leaves Jo in charge of the prison and orders her to get the Governor to lock and bar the doors. Chin Lee is using a public payphone whilst Benton is waiting at a safe distance, keeping an eye on her. Lee leaves the booth and uses her mind control to cause Benton to faint. Lee escapes. When Benton comes too he tries to peruse her but she is hidden. Benton reports to the Brigadier who disbelieves his story of fainting and is cross. The Doctor and Yates enter. An electrician outside the UNIT headquarters is working on the telephone line. He is revealed to be the Master who has bugged the line and hears the plans for the movement of the missile. He is then picked up by an official car. Before the Doctor agrees to help the Brigadier he makes him promise that he will contact the ministry and put a ban on the Keller Process. Once the Brigadier agrees to this they head off to meet the new Chinese Delegate, Fu Peng. Yates makes a phone call (overheard by the Master) organising a motorcade for the missile at seven o'clock the next day. When the Brigadier and the Doctor enter the Chinese Delegate's hotel room, he is initially cold towards them until, to the Brigadier's disbelief, the Doctor speaks with him in Chinese. The two go off to drink tea together, leaving the Brigadier a bit miffed. A cleaner is shown into one of the cells in the prison. Barnham is fit as a fiddle and has a conversation with Jo whereby he admits that he remembers nothing from before he awoke in the hospital bed. Summers tells Jo that the process has removed all negative impulses from Barnham - rendering him somewhere between an idiot and a saint. The clamour of the prisoners draws the guard supervising the cleaner out of the cell momentarily. The cleaner hides a gun under the pillow. Shortly afterwards a prisoner, Mailer, is brought in. The guards distract themselves by playing chequers whilst Mailer checks for the gun. Whilst the Doctor and Peng chat, the Brigadier doesn't get to ask any of his questions. They are soon led out with the Brigadier frustrated. The food arrives and Mailer takes the guards hostage. The Doctor speculates that there must be a link between the Keller Process and the death of the delegate. Yates presents the Brigadier with the plans for the movement of the missile to the Brigadier. The Brigadier makes a comment with regards to Benton losing track of the Chinese girl. The Doctor realises that this is the link between the two things. He suggests that the Brigadier puts out a general alert for Lee. Lee meets up with the Master. He says that he has another task for her. She is distressed by this but the Master hypnotises her. Her task is to kill the American delegate. He sends her away. The prisoners are mutinying led by Mailer. Mailer says they need more hostages and goes to the medical ward. Jo and Summers are in a state of panic when Mailer bursts in and takes them hostage. The Brigadier is told of the fact that Lee has returned back to the Chinese Delegate's room and rushes off. Lee rings the American Delegate and tells him that his Chinese counterpart wishes to see him. The American Delegate is unsure but eventually complies. Lee opens the door and hides. The American Delegate let's himself in. Lee closes the door behind him and asks him to sit down. She switches the light off and the whirring resounds in the delegate's ears. He sees the approach of a dragon and cowers in fear. Chin Lee is interrupted by the Brigadier and the Doctor who see the dragon. The Brigadier fires his gun and the dragon disappears. Lee falls into a faint. The Doctor says it is a collective hallucination. The American Delegate is on the floor unconscious through acute shock. The Chinese Delegate finds an amplifier behind Lee's ear and believes it is linked to the Keller Machine. The riot at the prison continues. Mailer is told that the prison is surrounded by the is confident as they have hostages. The Doctor considers Lee to be a conduit to a larger threat. Lee awakes and the Doctor begins to interrogate her in Cantonese. Mailer is told that the phone lines are down. They go into the cell where Jo and Summers are. Summers tries to attack the guard but is thwarted. He is told he is to send a message to the Governor demanding a safe exit from the prison. Jo is left alone in the cell. There is an issue with the crane needed to move the missile which is delaying the process. The Doctor brings Lee to the Brigadier. Yates rings and tells the Brigadier of the hold up with the missile. Yates asks after Lee. The Brigadier tells him everything. The Master overhead this and orders his driver to take him to the prison. Lee tells the Brigadier of her association with Keller. Lee says she has been in the processing room but can't picture it. The Doctor says she is suffering from post-hypnotic block and realises that the Master is behind all this. Emil Keller is the Master. Jo is being moved at gunpoint. The Governor is refusing to negotiate. Summers is furious. The Governor intends on waiting it out. Summers asks what he plans on doing with Jo. The Governor decides to inform UNIT. The Doctor tells the Brigadier to let Lee go. The Brigadier is informed of Jo's position. Mailer shouts through the door that they are to be freed or Jo will be killed. The Governor agrees to talk. Barnham arrives in a daze. Jo uses the distraction to disarm Mailer. The guards storm the prison. A fight breaks out. Jo ends up holding Mailer up at gun point and handing him over to the Governor. Later the Master arrives at the prison. The Governor tells of the issues they have been having with the machine and the involvement of UNIT. The Master asks to see Mailer. He is taken to him. Mailer tries to hit the Master but he overpowers him. The Master whispers that he is here to help him. He gives Mailer weapons and says he is going to help him escape. The plan is to overpower the guards and, as soon as possible, make everything look like it is running normally. The Master and Mailer use smoke grenades and guns to escape and take over the prison. Jo, Summers and Barnham are disturbed by the alarm. The Master orders the prisoners to stay in their cells until the fumes have cleared. He puts a blocking device on the phone. Jo is taken hostage by a prisoner. The Master stops the alarm. The Doctor arrives at the prison. The Master, who is now in charge, allows him in. As soon as he is through the gates, Mailer jumps out with a gun. The Doctor is distinctly unphased and allows himself to be led to the Master. The Doctor says that if the Master has hurt Jo he will not fail in taking revenge. The Master pulls a gun and says he needs the Doctor's help. The Doctor warns that that machine will kill the Master. The Master does acknowledge it has taken on a mind of it's own but that is what he wants the Doctor to remedy whilst he is elsewhere. When the Doctor questions as to what the Master considers more important, the Master says that he intends on stealing the missile that UNIT are moving. Yates contacts the Brigadier to say they intend on driving through the night to get back on schedule. The Master tells the Doctor that he intends in launching the missile, wiping out the Peace Conference and plunging the world into war. The Doctor turns the desk over and runs. The guards try and get him but he eludes them. Jo and Summers hear the gunfire and wonder if the Doctor has arrived. They call for him. The Doctor sneaks back into the prison and hears their calls. He runs into the processing room where he is met by the Master and Mailer. Mailer handcuffs him into the processing chair before he is asked to wait outside. The Master says he has repaired the machine and wants to see how long the Doctor can hold out against it. He takes the amplifier out of the Doctor's pocket and switches it round so that the machine can project into his brain. He turns the machine on and leaves. The Doctor struggles to be free as the machine grinds into gear. He sees a Dalek looming towards him. The prisoners moan, clutching their ears and hear the moaning sound. The Master is also affected and goes to the Processing Room. He struggles to the machine and switches it off. He checks on the Doctor. Only one of his hearts are beating. He tries to kick start his other heart. A prisoner comes to get Summers. He objects but is forced. Jo is told that she is being saved for the machine. The Doctor awakens. The Master tells him that he was within an inch of dying. The Doctor is dispirited and says that no one can control the machine as he knows it's secret; he encloses a creature that feeds on the evil of the mind. The Master considers this nonsense. He tells Mailer to put him in the cell with Jo, telling the Doctor that if he doesn't comply Jo will be next. Mailer helps the Doctor to the cell. He tried to fight with him but is too weak. He is thrown in the cell where he falls to the ground. Jo rushes to get water. The Master presents himself to her. He implores her to talk some sense into the Doctor before leaving and ordering the cell to be constantly guarded. He tells Mailer to clear everybody out of the wing apart from the Doctor and Jo. Once the Master leaves, Jo calls for help urgently. The guard enters and Jo begs him to get Doctor Summers. The machine is reading high. The Master insists that the machine cannot harm him as he is stronger than it. He brought it here and gave it the minds it needed. He is over powered by the machine and fails to be able to switch it off. He sees the Doctor looming above him laughing. He runs out the room and bolts the door. He says he will give the machine no more minds until it complies. Summers has been brought to the cell. He remarks that the Doctor's biology is extraordinary and not human but he has sustained physical and mental shock and is in some form of coma. He can offer no help apart from some tablets he should take if he awakens. He is led away. Jo tries to give a semi-conscious Doctor the medicine but he refuses saying he has the wrong metabolism and that it would probably kill him. He falls unconscious again. Jo weeps. The Master is exhausted. Mailer enters and he pretends all is well. The Master orders him to guard the Processing Room at all times. Mailer asks why they are not escaping. The Master explains they would be caught by the police or the army but he has a plan which will get them all a free pardon, unlimited money and a ticket to anywhere in the world. He shows Mailer a projection of the missile and explains that Mailer and the prisoners are to hijack it. Once he has it he will aim it at the Peace Conference. The Master shows Mailer a map of where they are going to intercept it. A guard enters the cell. The Doctor is still unconscious. Jo asks for food. As soon as they are alone, the Doctor jumps up and thanks Jo. The Master gives the prisoners their orders and they set off. The food comes and Jo knocks the tray into the face of the guard before karate chopping him in the back of the neck. When the other guard enters, the Doctor strikes him over the head with the tray and they escape, locking both guards into the cell. They run into the Master's office. Jo sees that a search party is already being formed outside. The Doctor says that they will be expecting them to make a break for it but he intends on laying low for a while. Jo turns on the projector and sees the missile. The Doctor tells her of the Master's plan. The prisoners are in place. They see the missile and perform the ambush. A roadblock is created. Yates contacts the UNIT headquarters but a gunshot incapacitates him. The Brigadier receives the message but there is no further response. Yates regains consciousness and sees the prisoners taking the missile. He runs to a motorbike and pursues them. The Brigadier has figured out where the missile was hijacked and heads off their by helicopter. Mailer unloads the missile into a warehouse - watched all the time by Yates. He is spotted and tries to escape but falls off his bike. The prisoners take him captive. The Brigadier is talking to an injured Benton at the scene of the ambush. He sees that both Yates and a bike is missing so realises that he may have pursued. Benton says he recollects seeing a black van like the police use. The Brigadier consults a map and says it probably came from Strangmoor. The Doctor and Jo are still waiting but the Doctor is eager to go and deal with the creature. He described it as a mind parasite that feeds in evil and is the deadliest threat on humanity since the beginning of time. Jo sees the Master leaving. The Doctor sees his chance to get to the Processing Room and deal with the machine. Inside the Processing Room the machine disappears. A prisoner is looking for the Doctor when the machine appears in one of the cells he is searching in. The prisoner is affected by the machine and then dies. The machine disappears. The Doctor and Jo find the prisoner and note that he looks terrified. The Doctor speculates that the creature has learnt to move. They go to the Processing Room and find the machine gone. Mailer and another prisoner enter and hold the Doctor and Jo at gunpoint. The machine appears behind them. The Doctor and Jo hide. The prisoner is killed and the machine disappears. The Doctor and Jo emerge but the machine appears directly in front of them. The machine disappears. The Doctor suggests that it followed Mailer as he had a higher concentration of evil. The Doctor and Jo find Barnham outside and they all leave together. The Brigadier is in a helicopter above the prison looking for the missile. He sees no sign of it but will continue to look. Jo sees the helicopter and they try and get it's attention but they are found by a prisoner. Barnham fights with the prisoner but the Doctor uses Venusian Karate to get Barnham off of him. They are soon surrounded by prisoners. The Master and Mailer argue over the phone. The Master says that it is Mailer's fault that Yates followed them. Mailer wants the Master to come back to deal with the machine but he refuses to leave. Mailer says that if he doesn't come back, Mailer and the prisoners will leave and tell the world about the Master's plans. The Master agrees to come back. Once he hangs up the phone he tells Yates to stop feigning unconsciousness and tells him his plan. He explains that he is a hostage in case anything goes wrong and leaves him alone. The prisoners present the Doctor, Jo and Barnham to Mailer. Mailer refuses to talk to Barnham. Mailer pulls a gun on the Doctor. The Doctor asks why Mailer is working with the Master. Mailer tells of the promises that the Master has made. The Doctor and Jo say that the Master won't deliver. Mailer asks if the Doctor can make him a better offer. When he says he can't, Mailer sends them back to the cells. The Brigadier tells Major Cosgrove that he considers the missile to be in the prison. Cosgrove wants to attack but the Brigadier says the prison used to be a fortress and that they wouldn't be able to get in. Cosgrove asks if there was a secret underground passage. They check a map and find one. They are interrupted by report of a car containing the Master entering the prison. The Brigadier says they will use the secret passage and a Trojan Horse to gain entry to the prison. The Master presents himself to the Doctor and Jo. They are playing checkers and keep him waiting until the game is complete. The Doctor refuses to control the machine and says he has no reason to help the Master. The Master says that it would save lives. The Doctor counters that it would be the lives of his mercenaries. The Master says that the Doctor has misunderstood him and tells him that Mailer will shoot Jo if he doesn't comply. Forced into helping the Doctor says that he does have a theory that might inhibit the machine. He is lead away whilst Jo remains in the cell. The Brigadier briefs his men about the plan. Benton returns after discharging himself from hospital. He wants to come on the assault. The Brigadier eventually agrees. He asks after Yates and the Brigadier has to admit they have heard no news. Yates has freed himself from his binds. A guard comes to check on him. Yates overpowers him, steals his gun and escapes. The Master begs the Doctor to hurry. The Doctor explains his plan is to put a metal coil connected to a device of his own creation around the machine. When the device is switched on it will create a fake impulse similar to the human brain which will confuse the machine and render it in one place. The Doctor goes in with the coil. The machine senses him and as he approaches the coil bursts into flames. The Doctor sees visions of the Daleks. He manages to put the coil around the machine and shouts to the Master to turn the device on. The visions stop. The Master calls for Mailer before he congratulates the Doctor. The Doctor warns it will not hold the machine for long. The Doctor is returned to his cell where he tells Jo of what he has done. They share scraps of food they find on the floor and drink water as the Doctor tells Jo of the time he was trapped in the Tower of London with Walter Raleigh. A truck approaches the prison. The Brigadier, disguised as a workman, alights and rings the bell. Three UNIT soldiers emerge unseen from the back and stand behind the truck. The Brigadier says he has provisions for the prison. The prisoner tries to send him round the back but the Brigadier says his truck won't fit. The prisoner tries to send them away but the Brigadier says it will look strange if that was the case. The prisoner radios for guidance and it is agreed they can come in. The soldiers follow the van in and disable the two prisoners on the gate. UNIT Ambush the prison. The Brigadier announces through a megaphone that the prison is now in military hands. The Doctor and Jo listen and hope that UNIT are swift before they start killing hostages. There is a protracted firefight between UNIT and the prisoners. Many of the prisoners are killed. The Brigadier goes off to find the Doctor as more UNIT soldiers enter. Mailer enters the cell and says he wants to use the Doctor and Jo as a human shield to get out of the prison. The Doctor leads the way then Jo then Mailer. As they go down some stairs, Jo falls backwards onto Mailer. Mailer grabs hold of her and points his gun at the Doctor. A gunshot resounds through the prison. The shot was from the Brigadier's gun and Mailer slumps towards - dead. Benton tells the Brigadier that the Master got away. The Doctor tells the Brigadier that the missile is not in the prison and then questions how well he is doing. The Master arrives at the hangar and begins to direct the missile. UNIT have managed to get the prison back under control. A soldier says they found Barnham hiding and Jo stops them from locking him up with the other prisoners. The Doctor explains how Barnham came to be like he is. They begin to consult a man when Yates radioes through from the mobile HQ. He tells the Brigadier where the missile is and the Brigadier says he will come out to meet him. The coil around the machine begins to pop and smoke. The Brigadier leaves Benton in charge of the prison. He bids goodbye to the Doctor in an arrogant manner but the Doctor warns him that all might not be as straightforward as he envisages. He tells the Brigadier he intends on staying here to destroy the machine. The machine tries to move. The coil bursts into flames. The controls set alight. Finally the machine moves in front of two guards and kills them. The Doctor has finished his plan. He heads off with Jo in tow. Summers calls to ask Benton about some medical supplies. Benton barks at Barnham for interfering and Barnham slopes off. The Doctor and Jo find the guards. The Doctor says the machine has stored up all it's energy and blown the circuits, meaning that it's stronger than ever. Barnham wanders by as the machine appears. Jo and the Doctor are effected but as Barnham wanders in the machine stops. Barnham recollects the room and runs out which causes the machine to start again. The Doctor grabs Barnham and forces him to the machine. He realises that the goodness in Barnham's brain neutralises the machine. The Brigadier arrives at the mobile HQ. Cosgrove tells him that the missile has an abort process that can be controlled remotely. The Doctor has unearthed the creature that lives inside the machine. Jo wants him to destroy it but the Doctor says that only an atomic explosion or an enormous charge of electricity can kill it. The Doctor goes to see Benton and asks him to arrange for a cable and a power boost from the National Grid. The phone rings. It is the Master. He asks if the tables have been turned. Summers enters and orders Barnham back to the hospital. He drags him away and the machine starts again. Jo drags him back. The Master tells the Doctor that he still intends to fire the missile to begin World War Three, render the planet in ruins and then emerge as the leader. The Doctor suggests a deal. He will give the Master the dematerialisation circuit for his TARDIS if he hands over the missile. The Master agree and says that just those two should be present at the hand over. As soon as the Master hangs up the Doctor tells Benton to contact the Brigadier and cancel the attack. Summers is convinced to leave Barnham with Jo. The Doctor tells the Brigadier of his plan. The Brigadier says he has other plans up his sleeve. The Brigadier tells Cosgrove to stay on the line to missile control and tells Yates to clear the area around the hangar. Jo doesn't understand why the Doctor is so anxious. The Doctor doesn't want to give the Master the circuit and allow him to escape and cause damage to other planets. All of a sudden the Doctor comes up with a plan which means both the Master and the machine will be destroyed. The Master flicks a switch on the console and takes out a circuit. Barnham picks up the machine and is lead away. The Brigadier tells the Doctor that they can't explode the missile manually. The Doctor says that the Master would obviously disconnect the abort circuit. The Brigadier says that they have no choice but to give the Master back his dematerialisation circuit. The Doctor is still concerned and says he has another plan. Jo and Barnham are driven to the hangar in a police van by the Doctor. The Master pulls a gun as the Doctor emerges. The Doctor distracts the Master as Barnham and Jo sneak out the back. The Doctor and the Master have a stand off about the handing over of the circuit. Suddenly the Doctor uses Venusian Karate to knock the Master to the ground. Barnham drops the machine by him and all three run causing the machine to effect the Master. Jo contacts the Brigadier whilst the Doctor goes to look at the console. He repairs the abort circuit as a helicopter lands. As they run to the helicopter, Barnham stops to help the Master. The machine stops and the Master knocks Barnham down and runs him over in the police van in his effort to escape. The Doctor and Jo run back to check on him. He is dead. They escape in the helicopter. As the hangar explodes, Jo looks on in tears. UNIT's radar control pick up what they think is a comet however it alters course and is on a collision with Earth. A large breathing aquatic looking creature approaches Earth. Mr Chinn - the head of a committee inquiry into UNIT - is demanding to see papers in relation to the Doctor. The Brigadier insists that he is personally responsible for the Doctor. Chinn loses his temper and the Doctor walks in. Jo is talking to an American man who has been sent to UNIT to track down and deal with the Master. The Doctor and Chinn argue with regards to his identification. Jo walks in and introduces Bill Filer and his reason for being there. The Doctor insists that there is no point in discussing the Master. Chinn wants to know who the Master is but Filer says it is classified, much to the annoyance of Chinn. An alarm goes off and Yates informs the Brigadier of the UFO. It is now 500 miles away. The Brigadier, accompanied by Chinn, rush to the radar rooms. Chinn rushes off to ring the Ministry - much to the relief of the Brigadier. The Doctor has no idea what it is but notes that it has variable mass and appears to be heading for the South East coast. A tramp picks through rubbish on the seashore. Chinn tells the Brigadier that the Ministry wants UNIT to be linked up with the missile strike force. The Brigadier complies. Chinn says that they will destroy the UFO as soon as he gives the word. The Doctor questions the Brigadier about this policy. Corporal Bell informs the Brigadier of freak weather conditions such as snow and dense fog on the South East coast. The tramp wades through rubbish in a snowy terrain UNIT have scattered all aircraft to avoid the UFO. Chinn orders the missile strike. Yates reports they have lost contact with the UFO. The Doctor points out that the warheads need to be destroyed. Panicked, Chinn aborts the missiles and destroys them in midair. The tramp cycles across the snowy landscape. UNIT still have no trace of the UFO. The Doctor points out that it has probably landed. The tramp is disoriented by a bright light and cycles into a river. When he comes out he notices he is by the Nucton Power Complex. Chinn is worried that this hostile force is threatening the power supply. The Brigadier sends all UNIT forces to the scene. Chinn places himself in charge. Filer asks where he should go. Chinn says that if he doesn't leave he will have him arrested. The Brigadier sticks up for him but Chinn leaves. The tramp finds the UFO and explores it. A hatch opens. A tendril comes out and pulls him in. Filer is in his car listening to the radio to find out where the UFO landed. Inside the UFO, the tramp is being analysed. They register his locomotor facility as normal, his sensory receptors as acute but his intelligence as atypical. Filer finds the tramp's bike and follows it to the UFO. The tramp is valueless and the disembodied voice says he is to be absorbed, processed and ejected. Filer examines the UFO. He sees the UNIT forces approaching. The tendril grabs him and pulls him in. UNIT sets up camp around the UFO. Filer is analysed inside the UFO. The Brigadier is introduced to Sir George Hardiman, who runs the Nucton Power Complex, and Winser, his head of research. Winser dissuades the Brigadier from attacking so close to the complex. Sir George agrees. Chinn says he has called for the artillery. The Doctor mocks his hardheaded viewpoint. The Doctor thinks a majority of the UFO is buried underground. The UNIT scientists pick up something that sounds like a heartbeat. Filer is classified as intelligent, aggressive and possibly dangerous. He is to be held for further investigation. The craft beams a message to the UNIT ship saying that they are from Axos and that their fuel systems have been exhausted. They request immediate assistance. The Doctor tells Chinn that this does not sound like his hostile force. Chinn still wants to attack. The Doctor says they should go and explore. Winser agrees. Jo is to stay behind with Yates as the rest of them explore the craft. As the men approach the craft the hatch opens. They all go in and the hatch closes behind them. Benton reports to Yates that he has found a body. They rush off to investigate. They find the body of the tramp. It glows; pure white and iridescent. Whilst the soldiers are distracted, Jo sneaks out. The Doctor and his party explore the craft. Unbeknownst to them they are being watched. A high pitched trilling noise begins. Jo approaches the craft. The hatch opens. The Doctor is analysed. He is classified as non-typical and extraterrestrial and is to be investigated. The Doctor, crippled by the examination, calls for help. Jo enters the craft. The Doctor is released from the analysis. They continue to investigate. Filer awakens. He is trapped under the weight of tendrils. He calls for help. He looks up to see that the Master is trapped alongside him. Jo hears the shouts of Filer. The party comes across some golden figures who approach them calmly. They say they are from the outer rim of the galaxy. Their planet, Axos, was crippled by a solar flare. They explain that science on Axos has taken an organic path and that the craft they stand in was grown from a single cell - however their nutrient is exhausted. They wish to stay until their nutrition and energy cycle is fully replenished. In return they will give the people of Earth Axonite. Jo looks for Filer. The figures explain that Axonite is the source of their growth technology and has the ability to absorb, convert, transmit and programme all energy. The Doctor says if this is the case how come the radiation from the solar flares effected them. He is told it was too late. The figures go on to say that Axonite is the chameleon of elements and can copy and recreate substances. The Doctor asks if this is the case how they ran out of fuel. He gets no answer. The Master introduces himself to Filer. As a demonstration, the figures inject Axonite into a frog. It expands. They explain how it would alleviate food shortages. They reverse the frog back to normal size. Winser is blown away. Chinn says that mankind must have it. As Jo continues to look for Filer a creature appears. She screams. The Doctor hears Jo scream and they all run off to see if she's ok except for Chinn who is more worried about the Axonite. Jo has fainted. The Brigadier berates her for following them into the craft. She says she heard Filer and saw a creature. The Axonits say that she is close to the organic power cells and she must be hallucinating. Jo is convinced that is not the case. Filer tries to use his gun to break out. The Master points out a ganglion on the wall that is the nerve centre. If it is hit it will disorientate that section of the ship for a while. Filer hits it and they are freed. Chinn orders everyone out of UNIT's mobile HQ and contacts the Ministry. The Minister clearly dislikes Chinn. Sir George and the Doctor discuss Axonite. The Doctor says he wants to experiment on it in their labs. Chinn is told to sort the issue or get the sack. The Master is recaptured. He argues that he has upheld his end of the bargain. Filer is lead away to the Replication Sector. Chinn agrees with the aliens that the Axonite is to be controlled by Britain. They agree as long as it has worldwide distribution. They hand over a sample. When Chinn presents the Axonite to the Brigadier he demands that he hand it over. Chinn refuses until the Brigadier pulls his gun on him. The Brigadier leads them all out of the craft into the mobile HQ. They are faced with the army. Chinn explains that the army has taken over and that all of UNIT are under arrest. Chinn gets the Axonite back and the Brigadier is out under twenty four hour armed guard. Filer is going through some sort of process in the craft. The Doctor is wondering what is going on. He tries to think about what the link is between the creature and Filer in the craft. The process continues. Jo explains to the Doctor about the tramp and the fact that his body has now disintegrate. The Doctor speculates about Filer. Jo refuses to consider that he might be dead. She says they should search the craft. Chinn, who has been eavesdropping on this, blocks it. Filer is duplicated. Jo argues with Chinn but he still blocks it. Jo is arrested and the Doctor is confined to the lab under the protection of Winser. The Axonites are in cahoots with the Master. He led them to Earth in return for the destruction of the Doctor and all life on Earth. An Axonite says that in order to get maximum nutrient value from the Earth, Axonite must circle the world in seventy two hours. The Master says he can help with this. The Axonites have lost trust in the Master as he did not tell them that the Doctor was also a Time Lord. Filer is thrown into the room and collapses. Winser is showing the Doctor around his lab. He shows him a Light Accelerator that he thinks might be the first step towards time travel. The Doctor says he has already cracked this. The Axonite controller tells the replicated Filer to find the Doctor and bring him to the craft. Winser is in disbelief. The Doctor offers to show him his TARDIS. He believes the Axonite might fix his ship. Filer awakens. He is trapped but manages to free himself. Winser is horrified that the Doctor thinks they should use the expensive Light Accelerator to analyse the Axonite. Winser intends to do it the old fashioned way. Filer escapes from where he is being held. The Master pleads his case for being allowed to help the Axonite cause. They analyse him as having the ability but are concerned about his motivation. They decide that he can help but they will retain his TARDIS. Filer overhears all this. As the Master is freed, an alarm goes off alerting the Axonites to the escape of Filer. The Master sneaks out of the craft. A UNIT soldier sees him and the Master kills him. Filer sneaks out of the craft unseen. Winser is unable to analyse the Axonite. The Doctor says it is revisiting analysis and that particle acceleration is the only answer. He offers his TARDIS for this process. The Master jumps atop a UNIT lorry and hypnotises the driver. The replicated Filer enters the lab and grabs the Doctor. He is resistant to Venusian Karate. He knocks the Doctor out. The real Filer enters and tries to shoot his doppelgänger but he is resistant. The two fight. Eventually the replicated Filer is forced into the Light Accelerator and disintegrates. The Master orders the driver to load the Doctor's TARDIS into the lorry. The Doctor tells the Brigadier about the replicated Filer. Filer tells off the fact that the Master is involved and that he has said that the Axonite are scavengers and that there is no Axos. The army burst in and say that they have been bugging their conversation. The Doctor is now to be confined to the lab. The Master sneaks in to the radio room and tells a soldier to send a message to the UN. Confined to the lab, the Doctor decides to use the Light Accelerator. He records the process. As he begins the Axonite starts to smoke. Inside the craft the creatures are effected. The Nutrition Cycle has begun prematurely. Filer knocks out the guards that are keeping watch if them and frees himself, the Brigadier and Jo. Jo and Filer go to look for the Doctor. They find the Doctor in distress. The Axonite is absorbing the reactor to fuel it's growth. Winser bursts in, furious for the Doctor using his equipment. He tries to open the Light Accelerator and is electrocuted. His body immediately disintegrates. The Doctor realises that everything is made of the same element; the creatures, the craft and the Axonite. He also realises that he has activated it. They are soon surrounded by membranous creatures formed by the Axonite who start to pursue him. Filer is shot by a tendril from one of the Axonites. They reenergise and re-personalise into the golden figures. They hypnotise the Doctor and Jo and take them back to the craft. The Brigadier is trying to get a message to the UN but is confused when he is told a similar message has already been sent out. The army guard enters and tells him to hang up the phone but the Brigadier says he should check his orders. Sir George and Chinn run into the lab. An Axonite tells them that Winser was killed by radiation and that it came to help but it was too late. It says that if anymore unsanctioned experiments take place they will withdraw their offer. Jo and the Doctor are held by the tendrils in the ship. The army captain tries to tell Chinn something but he won't listen. The Axonite says they don't know where the Doctor and Jo are. They find Filer in a coma and take him to the medical wing. The Axons explain that the Axonite was a bait for human greed. Their plan was for it to spread across the planet and then they can begin their nutrition cycle; consuming every particle of Earth's energy and sucking the planet dry. The Ministry have put the Brigadier back in charge. He sends out UNIT forces to find the Doctor and Jo. The creatures tell the Doctor they have 72 hours to reenergise. The Doctor thanks Chinn for trying to keep in Britain. The Ministry contacts Chinn and says that the UN know of the Axonite and want it deployed around the world. Chinn is order to do this immediately or be sacked. He organises the air transport. Filer is in hospital muttering about Axonite, danger and distribution. The TARDIS arrives at the Nutton Power Complex alongside a figure from the army who tells Yates he is here for a surprise inspection. When left alone, it is revealed to be the Master in disguise. He heads straight for the lab and enters the TARDIS. Filer mutters about help and finding the Master. The Master looks at the butchered TARDIS console. The Doctor is tortured. The Axonites want the secret of time travel to expand their field range. He insists he is not a Time Lord. The Master thinks he might get the TARDIS working again. The Doctor refuses to help. He is tortured again. The Axonites age Jo in front of his eyes. He begs them to stop. He says that he cannot defy the laws of time but he will show them. They reverse the ageing process. The Brigadier wants distribution to stop until they find the Doctor. The Axonites refuse and order to see the state of the distribution. The Doctor telepathically passes on the equation for time travel and the power requirements. They confirm the data and the Doctor tells them they won't have enough power to facilitate it. The Axonites tell him to add in the power from Nutton Power Complex. He realises that will be enough but says they can't just walk in. They disagree. Chinn tells the Axonite that Axonite is on its way to every major capital city and scientific institution in the world. The Axonite receives orders to depersonalise, locate and enter the main reactor and establish a link to transmit power. It walk out on a confused Chinn. Filer tells the Brigadier what actually happened. The Brigadier goes to tell Chinn. He is followed by Filer. The Brigadier sees the Axonite mid-transformation and pursues it. He sees the Axonite attack and kill three UNIT soldiers on its way reactor. It enters the main furnace. The Brigadier returns and tells Sir George to check the main reactor. The readings are up. The Master is thwarted in his attempts to get the TARDIS working. There is no power and no stabiliser. He manages to get the scanner working, which gives him an idea. Sir George says that if the Axonite walked into the reactor it must be dead. They see the Master in the lab. He enters the Light Accelerator. The Brigadier sends for more men and they sneak up on him until he is surrounded. He tries to run but there is nowhere to go. He is disarmed and handcuffed. He says he wanted to steal the TARDIS to escape. Sir George says that the reactor is about to go critical. The Master explains what is happening and offers his services in exchange for freedom. The Brigadier refuses but Sir George stresses how dangerous an explosion it would be. The Brigadier complies. The Master's plan is to stack up power from the Light Accelerator into the TARDIS, channel it back into the Accelerator and boost the power that the Axonites are expecting back at them in one huge surge. Filer enters and pulls a gun on the Master. The Brigadier calls him off. The Doctor watches as the power builds up and the Axonites prepare to enter the time field. Suddenly the power supply starts to drop. As the Axonites become disoriented the Doctor sneaks out. He is briefly caught by the tendrils but breaks free. Sir George is having second thoughts about the Master's plan. The Master tells him he has to take the risk. The Doctor frees Jo. The Master is ready to pull the switch that will start the surge. Filer asks about the Doctor and Jo. The Master says that they will die. The Brigadier stops him. The Master says that either they destroy the Axonites or the Axonites destroy the world. The Brigadier walks away. The Master pulls the switch. The craft rocks and shakes as the Doctor and Jo fall to the ground. Sir George reports that the Light Accelerator is registering well over maximum. The Master boosts the surge through the TARDIS. The Doctor and Jo are chased by Axonites. As they run the floor starts to disintegrate. The Doctor says that they are suffering from electro-convulsions as their is an electrical storm in the ship's brain. Jo starts to freak out but the Doctor focuses her brain using maths. They manage to escape. The Master thinks he has solved everything and goes to leave in the TARDIS. The Brigadier stops him. The Axonites have reversed the power flow and are feeding it all back into the Light Accelerator. The Axonites are trying to set about destroying the Light Accelerator. Sir George evacuates the Accelerator sector and tells the Brigadier that he intends on disconnecting the cables alone. The rest watch in as he attempts to do it. He removes the wires but in the last minute is thrown across the room due to a huge power surge. In the confusion, the Master tries to escape but is stopped by the Doctor. The Doctor tells them that the Nutrition Cycle is still ready to begin. Once it has started Axos will grow until everything is consumed. The Doctor wants to use the lab's computers for some calculations. The Brigadier is going to keep a watch on the craft. The Doctor wants the Master's help and says he will use his weapon on him if needs be. The Brigadier sets up a perimeter around the craft. Yates places a camera for the Brigadier to observe. Chinn enters and wants to get in touch with the Ministry. The Brigadier blocks him and tells him that Sir George is dead. Filer is concerned that the Master and the Doctor are plotting. He is suspicious as to why they have insisted that they work alone. Inside the TARDIS, the Doctor confides in the Master that there is no plan. He says that the Master should mend the TARDIS and that they should both escape and leave earth to Axos. The Doctor says that if he doesn't help he will hand him over to UNIT and they will all die together. The Master asks why the Doctor cannot escape himself and the Doctor admits that the Time Lords have put a block on his knowledge of dematerialisation theory. The Master agrees. He says he can use the trigger from the Light Accelerator to compensate for the deficiencies in the Doctor's dematerialisation circuit. The Doctor leaves the Master to fix the TARDIS while he goes to calculate a course. He takes a part of the circuit to act as insurance. The Axonites activate their Nutrition Cycles. The ship rises up out of the Earth. Yates is withdrawn. The Axonites try and stop his withdrawal. He drives through some of them and then is forced off the road. Finally he is blocked by a felled tree. The Axonites ambush the lorry. The UNIT forces manage to knock one of them off but then use a grenade to destroy the vehicle with the Axonites clinging on to it. The Doctor says he has finished his course calculations. Filer asks where he is going. The Doctor confirms he is abandoning them. Filer pulls out a gun but the Doctor disarms him with the Master's gun. Everyone else enters and the Doctor bids them farewell and enters the TARDIS. Jo begs for the Doctor to come out as it begins to dematerialise. UNIT Forces enter and take refuge from the Axonite onslaught. The Doctor starts the rematerilisation process before the TARDIS has been entered space time. He orders the Master outside. They are back in the Axonite ship. The Doctor offers the Axonites an alliance. They will join forces against the Time Lord High Council for the gift of time travel. The Doctor says he will fuse the TARDIS's drive circuits with the drive circuits of Axos and therefore fuse the two ships together. The Master wants to leave but there is a forcefield around his TARDIS. The Axonites are gaining entrance to the lab. The UNIT soldiers are preparing their weapons. All of a sudden they stop. A bolt of electricity comes through the door which reenergises the Light Accelerator. It sets about overloading. As the Doctor is fusing the TARDIS to Axos, the Master realises that he has put the TARDIS into a time loop. At the same time all of the systems between Earth and Axos are disconnected and the Nutrition Cycle is incomplete. The Master rushes out and says that the Doctor is committing suicide and taking them all with him as once they enter the time loop they will never get out. The Axonites enter the lab and set about destroying the UNIT soldiers. All looks lost. Outside the Axonite ship disappears. Inside the lab, one by one, the Axonites disappear. The Doctor is joined by the Axonites in the time loop. He tries to break through and Free himself. The Light Accelerator is still building. The Brigadier orders evacuation. The TARDIS rematerialises into an empty lab. The Doctor emerges and as soon as he does the lab starts to fall apart. He re enters his TARDIS. The Brigadier, Jo and UNIT watch from a distance. The TARDIS dematerialises. The Power Complex explodes. The Brigadier, Jo and UNIT return to the wreckage. As they explore the TARDIS rematerialises. The Doctor explains what he did to save the world. He struggles to explain the concept of a time loop to the Brigadier. Filer asks after the Master. The Doctor hopes he is trapped in the time loop too but cannot be certain. The Brigadier asks if he meant to return to Earth. He initially says he did but when pressed he says that the Time Lords have rigged his TARDIS so that he will always return to Earth - like a galactic yo-yo. The Time Lord High Council discuss an issue with the Doomsday Weapon - something that only they and the Master know about. They decide to use the Doctor to help them with their problem and restore his freedom for the time it takes to help them. The Doctor is experimenting on a new dematerialisation circuit. Jo and the Brigadier try and convince him to stop. The Brigadier says that there is no sign of the Master but is called out when an agent thinks he has a trace in him. The Doctor is sceptical. Once the Brigadier leaves, the Doctor says he thinks he has fixed the dematerialisation circuit to allow him to bypass the homing control installed by the Time Lords. Jo is sceptical. For the first time, the Doctor shows Jo the inside of the TARDIS. When she says that it is bigger on the inside, the Doctor explains that it is dimensionally transcendental. All of a sudden the doors close and the TARDIS starts to dematerialise. The Doctor is confuse and says it is being operated by remote control by the Time Lords. The Brigadier enters the lab to see the TARDIS dematerialise. He orders the Doctor back. Jo thinks that the Doctor is playing a joke on her but he shows her the scanner to show they are outside the space-time continuum. Soon the planet Uxarieus rears into view. Jo wants to go back. A robot is trundling around a planet's surface. As it moves off the TARDIS rematerialises. Jo wants the Doctor to open the doors but he needs to check if the atmosphere is healthy. Once he has done that he opens the door. Seeing the alien landscape, Jo gets scared. She has always doubted the Doctor's stories of his travels through time and space. The Doctor says they should go for a quick look and then return. As they explore they are overlooked by a creature. They find track marks left by the robot and speculate that the planet must be inhabited. The Doctor wants to climb a hill to get a better vantage point. Jo is still scared but the Doctor convinced her to come. They find some dwellings atop all the hills. As they explore Jo turns to see a man pointing a rifle at them. An inhabitant of the planet, Martin, argues with the leader, Ash, about something he saw last night. Ash is sceptical but sends his right hand man David to explore. The Doctor is brought in by the man with the rifle, Leeson. He suspects them to be mineralogists who want to use their planet for mining. The Doctor reassures them that they are just explorers. Ash wants to see their papers and when the Doctor cannot produce them, Ash says they will spend the night here and not return to their ship. Jane, Leeson's wife, shows Jo to the dining hall. The Doctor examines their crop records. Lesson goes to attack him but the Doctor disarms him with Venusian Karate. The Doctor says it looks like they have had a particularly poor harvest for some time and that they are far below sustainable levels. Ash's interest is piqued. Outside, the creatures that observed the Doctor and Jo, steal the TARDIS. In the dining hall, the colonists squabble about the merits of Uxarieus in relation to Earth as Jo and Jane enter. Martin is the most vocal. He prefers Earth despite the fact that it was overpopulated and oppressive when they left. David enters and takes Martin with him to look for the creatures he saw. Mary, Ash's daughter, introduces herself to Jo. She reveals that it is 2471 and that they arrived a year ago. Leeson returns home and grumbles about the fact that there are no crops and that they shouldn't have come. Jane, his wife, said that on Earth they didn't have a room and now they have land. Lesson says that even Ash knows he's beaten. They here a noise outside and rush out. A huge lizard is outside. Jane radioes the main dome for help. She rushes for the rifle but is attacked. Ash and the Doctor are talking about the history of the colony. The Doctor questions Ash's decision to stay but also says that there is no reason why the crops aren't growing. Mary rushes in and tells of the attack. Ash and the Doctor rush off. Jo tries to persuade the Doctor not to go but he is convinced. Jo asks Jane if they checked for signs of life before they colonised. She says that when they arrived there were no creatures. By the time Ash and the Doctor arrive both Leeson and Jane are dead. One of the colonists report that they saw a lizard, twenty feet high, but as they approached it vanished into the darkness. The Doctor draws attention to some claw marks deep inside the dome and says that a creature that large could not have got so far into the building. The colonists are having a meeting and want to leave. Ash insists that they can't move on. They argue that there is no food. The Doctor agrees with Ash and says that the crops are being inhibited by an unnatural source that they can track down and destroy. This begins to change the mind of some of the colonists. They decide to stay and fight. Patrol guards bring in a stranger that they found collapsed outside. He says he is from a colony a long way from here and has been wandering for months. He says that all of his friends have been killed by giant lizards. The alien creatures that overlooked the Doctor and stole the TARDIS are examine things inside the Leeson's dome. As the Doctor and Ash enter they try and attack the Doctor but Ash calls them off. Ash explains that they don't speak but can understand what he wants. He says they are friendly now but we're quite hostile when they first arrived. Ash sends them away. The Doctor wants to examine the dome for evidence. Ash leaves him to find his own way back. As the Doctor starts collecting evidence he turns to see the giant robot entering the dome. The robot is stopped by a uniformed man who asks the Doctor what has happened inside the dome. The Doctor explains the situation regarding the colonist. The uniformed man seems confused as he was under the impression that the planet was uninhabited. He says he is from the IMC and they have only just arrived. He says he needs to let Earth control know of the mistake. He asks the Doctor to come back with him to the ship. The Doctor refuses but the man says he has no choice. The Doctor tells the man about the death of the colonists. The man seems very concerned. They board the vehicle, programme the robot to go back to the ship of it's own accord and head off. The colonists talk to the survivor - Norton. He says that the primitives turned on them once the lizards destroyed their infrastructure. David tells Jo that their colony's history with the primitives haven't always been perfect. David thinks this will be the wake up call that Ash needs to move on. A primitive enters. Norton loses his mind and points a gun at the creature. Ash enters and stops Norton from shooting it. David days that the only reason why there is a truce between the colonists and the primitives is because they are giving food to them that they can ill afford to. Ash and David argue. Ash leaves and Jo tells David that Ash is right. On the way back to the ship, the Doctor notices that the TARDIS is gone. At the IMC ship, one of the workers, Morgan, presents Dent, the captain, a survey result that states that there is enough Durilinium on the planet for a million living units on Earth and questions why it was allowed for colonisation. They see the Doctor and the other IMC worker, called Caldwell, approach on their scanner. Dent tells Morgan to follow the same story they normally do; pretend they don't know the planet is colonised and say it was all a mistake. The Doctor is shown into a room while Caldwell fetches Dent. The Doctor switches on an entertainment console which shows Earth news detailing war. Caldwell reports to Dent and tells of the death of the colonists. Morgan confesses that he had to kill them because they discovered him and started shooting. Caldwell says this isn't what he signed up for but Morgan says it is a means to an end. Dent shows Caldwell the report and the millions they will earn from the Durilinium. Dent goes to see the Doctor. The news is now reporting the overpopulation of the Earth. Dent enters and introduces himself and says it is a mistake that the colonists are here due to the hostile animal life. He suggests that the colonists leave as the IMC have mineral rights. The Doctor states that Earth needs new worlds to populate not minerals that destroy other worlds. Dent disagrees. The Doctor asks after his TARDIS. Dent says he will get someone to look for it and leaves the Doctor in the room while he sorts out someone to return him to the colony. On leaving the room, Morgan tells Dent that Caldwell is looking for the Doctor's TARDIS. Dent tells Morgan that the Doctor is not a colonist and that he may be from Earth's government checking up on them. Dent says that Morgan is to return him to the dome and kill him, making it look like he is another victim of the monster. Caldwell enters and says that there is no trace of the TARDIS. The Doctor is trying to find his way out of the room when Morgan enters. The Doctor asks why he was locked in and why he keeps being passed from person to person. Morgan says that he is to take the Doctor back to the colony and organise a meeting between Dent and the leader of the colonists. On the way Morgan asks if the Doctor can show him the dome where the colonists were killed. On the way to the dome they are stopped by primitives. Morgan tries to shoot them but the Doctor stops them. They attack and the Doctor uses one of their spears and Venusian Karate to disarm them, before getting in the vehicle and driving off. Mary and Jo make dinner. Jo asks Ash about the Doctor. He says if he isn't back by the time that David comes back from showing Norton around then he will send David out to get him. Jo says that Norton has made a very quick recovery. David shows Norton the power supply junction box manned by Jim Holden and a primitive. Here the power from the ship's nuclear generator is tapped and sent out around the colony. They return to the dining quarters and chat with Jo and Mary. Norton says that his colony was better equipped than theirs but it did them no good. Mary tells David that Ash wanted to see him. David heads off and Norton goes to lay down. Holden has fixed the power supply. Norton enters and strikes the primitive over the head with a spanner before attacking and killing Holden. Mary enters and tells Ash that dinner is ready. All of the power goes out. Norton enters and urgently fetches Ash. He takes Ash to the power supply junction box and shows him the scene. Norton says that the primitive killed Holden and then attacked him. He says that he killed the primitive in self defence. Ash sees that the relay circuits have been destroyed and that the colony will come to a standstill as they have no one to fix it. Dent says a message to IMC headquarters that there is tonnes of Durilinium and an issue with colonists. Caldwell enters and asks what is to be done with the colonists. Dent says that they will decide to leave. Caldwell realises what is going on and realises that the Doctor is in danger. He wants to go after them but Dent blocks him. Dent says that he can kill him there and then and say he struck him. Dent says that the death of the Doctor is a small price to pay for the Durilinium. Caldwell is unsure but Dent says that he knows the debt that Caldwell is in and that if he ruins his plan he will ensure he never works again. The Doctor and Morgan arrive at the dome. The Doctor shows Morgan the marks and says that he thinks it is a fake. Morgan shows the Doctor a robot that enters with huge claws on his arms. He says that it looks like the monster is going to claim another victim. Morgan threatens the Doctor with his gun. The Doctor points out that any gunshot in his corpse will ruin Morgan's story. Morgan hesitates and the Doctor disarms him. Morgan escapes. The robot looms in on the Doctor who manages to reach the remote control and disable the robot. The colony is in chaos due to the limited power. Jo is worried about the Doctor. Ash initially says that he has more important things to worry about but then says he will send someone out to look for him. They hear the noise of an approaching spaceship. The IMC ship is landing next to the colony. Dent leaves to make contact with the colonists. Dent feigns surprise at the existence of the colony. Dent says he will send for an adjudicator to decide who the planet belongs to. Ash knows this will take years and will allow the IMC to mine the planet in the meantime. The Doctor enters and tells the colonists exactly what the IMC have been doing and that he looks forward to telling that to the adjudicator. Dent leaves. The Doctor says the creatures that have been plaguing the colonists was only optical trickery plus a robot with claws. Ash tells the Doctor about the power issues. The Doctor is more worried about the loss of his TARDIS but relents. Jo is concerned about the whereabouts of the TARDIS but the Doctor calms her down before he leaves. Norton stirs up dissent about the Doctor's story. Jo sticks up for him and says they could go and look through the IMC spaceship for proof. Dent is furious at Morgan for ruining their plan. Norton radioes Dent and warns him of David and Jo's plan. David and Jo sneak aboard the ship and avoid the robots and the IMC workers until they reach the Communication Deck. As soon as they enter they ambushed by Dent and his guards. The Doctor has fixed the power permanently. Ash says that Norton had been trying to fix the power with no success. The Doctor notes that it looks like someone has been trying to destroy the power source instead. Mary enters and says that Dent has sent for the Doctor. Dent tells the Doctor that Jo is under arrest for robbery. The Doctor asks what Dent wants and Dent says he wants the Doctor to remain silent when the adjudicator arrives. He refuses. The Doctor asks where Jo is. Dent explains she is placed by an explosive charge used for surveying. An IMC guard, Allen, attaches Jo and David to the explosive. David tries to break through but Allen advises him that that isn't a good idea. The Doctor tells Ash about the situation. Everything that Ash suggests puts Jo in more danger. David says that there is grease on the casing of the explosive. David uses some of the grease to ease Jo's hands from the manacles. David wants Jo to go to the dome to warn Ash but she insists on freeing David. She tries to break through the chains but it triggers an alarm on the bomb. This noise registers in the IMC ship. Dent checks with Allen. David is freed but as they go to escape he is shot and wounded by Allen who grabs Jo. Allen reports to Dent who sends guards after David. David evades some guards and heads towards the main dome but is discovered by two more guards who shoot at him. He runs but comes face to face with another guard. As the two original guards approach they hear a gun shot. The worker tells them that he sorted out their problem. As the guards leave, the worker is revealed to be Caldwell. He tells David that he can stop playing dead now. Caldwell helps David into his shelter where he frees him and checks him over and gives him an injection. David tells Caldwell of the situation with Jo. Caldwell advises David that the colonists should just leave as the IMC always win. Ash is organising a search for Jo when David enters. He tells them that they were being kept in the primitive ruins but Jo would have been moved by now. David's plan is to mount an attack on the IMC spaceship, get them to surrender, release Jo and make them leave. Ash argues and the Doctor says that it is a bad idea but David leaves to organise the colonists. The Doctor asks David for directions to where Caldwell is. The Doctor arrives at Caldwell's base. Caldwell says that Dent is just trying to scare the colonists. The Doctor warns Caldwell of the attack but says it can be stopped if Jo is freed. Caldwell agrees to help but warns that if the colonists attack it will not be a battle but a slaughter. Morgan is informed by radio that the adjudicator is nearby. He passes this news to Dent. Caldwell enters and orders that Jo is brought back or he stops surveying - something he will have to explain to head office. Dent relents but says that Caldwell has committed professional suicide. As Allen frees Jo, the primitives enter. Allen shoots one but is killed by a tomahawk. They kidnap Jo. The Doctor is dissuading Ash from attacking. Ash is unmoved. The Doctor tips Ash off about his suspicions regarding Norton and then says he has a better plan for gaining access to the ship. Mary is sent forward to engage the guards in conversation whilst the Doctor and David sneak up behind them. They knock them out. Dent tries to contact Allen but there is no response. Caldwell thinks it is a stalling tactic. The Doctor and David enter the ship in the uniform of the disarmed guards. Guards are soon alerted and an alarm is raised. They take an IMC worker hostage and demand they are taken to the control room. As soon as they enter the Doctor demands to know where Jo is. Dent says she has vanished. The Doctor leaves David in charge so he can go and look for her. Dent warns David that he is committing an act of piracy. David orders Dent to surrender. The Doctor and Ash go to the primitive ruins and discover Allen dead at the hands of the primitives. The Doctor says they must be turning against humanity. Ash suggests they have taken Jo to their city but warns the Doctor that no one has ever gone to the primitive's city and survived. Jo is led to a rock that opens in front of her. She is led in. The Doctor says he is to go after Jo. Ash dissuades him and says that they have been known to ransom humans for food. The Doctor says he will go and make that offer to them. As he leaves the hear the noise of a ship. The adjudicator has landed. Dent says that the adjudicator will not look kindly on the colonists actions of seizing the ship. David finds the projector that displayed the lizard alongside the claw that made the scratches. He says he will use this as evidence. Ash rushes to talk to the adjudicator by radio. He is brusque and says he wants to meet both parties at the same time. Ash is worried that they know look like the aggressors. Jo is summoned to the leader of the Primitives. He is smaller than the rest, white and horrific looking. She screams. Ash contacts David to tell him of the adjudicator's demands. David agrees to free the IMC workers. Alec Leeson - the brother of the killed colonists - wants to kill the IMC workers. Morgan turns on Dent and says it was all his fault and he has proof in a secret compartment under the desk. David asks to show him but it is a trick and Morgan grabs a gun and holds them up. The Doctor finds the entrance to the Primitive City and finds he is surrounded by Primitives. He offers them food in exchange for Jo. He is led in. The adjudicator meets with Ash and Mary. As he enters the dome, Ash panics as to the whereabouts of David and the IMC workers. As the adjudicator turns, he is revealed to be the Master. Jo is pleased to see the Doctor. She tells him of the leader of the Primitives and the Doctor speculates as to whether they are two races. The Doctor tells Jo of the plan to free her. Jo says that the Primitives are descendants of a highly advanced civilisation and shows him a visual history painted on the walls that shows buildings, cities, machines and flight. However as the history continues it shows ruin and death caused by some kind of catastrophe. The last slide sees a man forced through some kind of hatch in a form of human sacrifice. The costume enters and walks up closely to the two humans. The Doctor speculates that it is almost blind. The Doctor makes the offer of food. The creature consults the pain where the sacrifice is shown, points to it and then points to the Doctor before they all leave. Ash presents the facts to the Master. The Master asks if there is any evidence but David has to admit that it has been destroyed. Ash does not tell the Master about the killings. The Master calls the IMC to make their claim. A primitive enters. The Doctor distracts him with a magic trick before knocking him out. They escape and sneak past the leader they saw before. They discover there is a number of these white half-blind Primitives operating alongside the taller green ones. The white Primitives find the primitive unconscious and send the guards after the Doctor and Jo. They are soon surrounded by a mixture of white and green Primitives and led into a central room. One of the white Primitives opens a hatch which leads to a blinding light. The Doctor suggests it is some kind of reactor. A panel opens in the wall and a tiny version of the white Primitives emerges from behind sat on a throne. It tells the Doctor and Jo that all intruders are forbidden here under punishment of death. The Doctor says that if they are a civilised society they should not kill. The creature states it is their law but the Doctor says that with law must come justice. The creature senses that the Doctor is a being of superior intelligence so says that he will let him and his friend go but warns him that if he returns he will be destroyed. As the Doctor and Jo leave, the creature returns back into the wall. The Doctor and Jo leave the city. The Doctor speculates whether they are dealing with three races or three mutations of the same race. Jo says they do not have time for philosophy and need to return to the main dome. The Master has heard the IMC's statement and is weighing up his findings. He explains that an error occurred due to a faulty computer which allocated both parties the planet so he has to judge each case on its merits. The Doctor and Jo enter. All parties recognise each other. The Master says he needs time to consider his decision and withdraws, followed by the Doctor and Jo. The Doctor asks why he is impersonating the adjudicator- the Master dodges the question. The Doctor threatens to expose him as an imposter but the Master says his documents are forged so perfectly nobody would believe him. The Master questions if the Doctor has any credentials. When the Doctor admits he doesn't the Master says he could send him back to Earth as a prisoner unless he keeps quiet. The Master returns and sums up the case in favour of the IMC. He says the colonists are failing but the IMC can contribute to the issues on Earth. Later the IMC workers are getting drunk to celebrate. Caldwell asks what happens if the colonists refuse to leave. Dent says they will be rebels and that Morgan knows how to deal with rebels. Ash suggests they appeal but David says that is a lengthily process by which time the planet will be decimated. David wants to capture and disarm the IMC workers and force them to leave. Ash says this will make them outlaws but David says they could form a republic independent of Earth. Ash forbids and says he wants to carry out his protest by legal methods. David says he has no intention of changing his mind. Ash goes to the Doctor and tells him of David's intentions before he goes off to talk to the Master. Jo asks why the Doctor doesn't tell Ash that the Master is not the real adjudicator. The Doctor explains that he wants to figure out why the Master is here first. He follows Ash to listen to his conversation with the Master. The IMC ship receives a message from the adjudicator but the reception is poor. The message is that all parties must meet to ratify the decision. The message is really from David who is planning an ambush. The Doctor eavesdrops on Ash and the Master's conversation. The Master says the appeal will fail unless of special circumstances like a discovery that the site has significant historical interests. Ash Mentions the ruins of the Primitives. The Master asks for more information. The colonists spread out and discover that Norton is missing. Alec goes to look for him. Norton tries to contact the IMC workers but is interrupted by Alec. He sees the radio and the two fight. Alex is shot but the radio is destroyed. Norton returns to the colonists and takes his positions. As the IMC workers enter, Norton screams out that it is a trap. David kills Norton and a fire fight ensues with deaths on both sides. The Doctor runs forward with every intention of stopping the fight but the Master stops him. He pulls out a gun and tells the Doctor and Jo that they are about to fall victim to stray bullets from the gun fight. Ash interrupts the Master and implores him to stop the fight. David captures Dent and forces the surrender of the IMC workers who are to be kept under guard. Ash rails against David for his actions. David says he wants the Master to be accompanied back to his ship to go back to Earth. The Master says that they need him to adjudicate with Earth. He goes on to explain how impressed he is with the colonists and their plea that the planet has historical interest. He wishes to see the Primitive city. The Doctor tells Ash that he is not the real adjudicator. The Master says that they can check his credentials with Earth and then asks for the Doctor's credentials before he excuses himself with Ash saying they shouldn't trust the Doctor with their secrets. The Doctor tells Jo that they need evidence on the Master and says they should go and look in his TARDIS. The Doctor says that he still has the key that he stole when the Master first came to Earth. David takes the IMC workers back to their ship and orders them to leave the planet and that the adjudicator is now on their side. When left alone Dent orders the adjudicator's details should be checked with Earth. David recontacts the ship and says they have placed explosives under the ship that will go off if they do not leave immediately. Morgan thinks that they are bluffing but Dent is spooked. The Doctor and Jo enter the Master's TARDIS - first circumnavigating an alarm beam. The IMC ship hovers over Uxarieus. They receive a message from Earth with a picture of the real adjudicator. Dent orders they go back into landing orbit. The Doctor finds a mineralogical survey of Uxuarieus and a range of other planets; the Master must be looking for something. Jo also finds the real adjudicator's credentials. The Doctor wants to find out why the Master is so bothered with this planet. The Master checks a device that shows footage inside his TARDIS and sees the Doctor and Jo snooping around. He is interrupted by Ash. He hides the device but presses a button on it. A gas is released in the TARDIS and the door is closed. Both the Doctor and Jo drop to the ground. Ash shows the Master the chartered areas around the Primitive city but says that the Doctor is the first person to go there and return. The Master says he will go and get the Doctor. The IMC ship lands on the other side of a range of hills. They intend to go and and surprise the colonists. Caldwell is unsure. The Master wakes the Doctor and says that he needs him as a guide. He intends on using Jo as a hostage. David is concerned that he can find neither the Master nor the Doctor. David implores Ash to hand the IMC's guns around to the colonists but Ash says that there is no need. David disagrees. The guards around the main dome are disarmed by IMC guards and the main dome is infiltrated. They storm Ash's room and take him hostage. They take their guns back. David finds the guards unconscious and a fire fight ensues. Ash is led into the fracas as a hostage of the IMC. The colonists surrender. They are imprisoned and Dent says that Ash and David need to be kept safe in preparation for trial. The Master has stored the Doctor and Jo in cubicles overnight. He frees the Doctor and shows him a device where he can release lethal gas into Jo's cubicle remotely. As he leads the Doctor out, the Doctor drops the key on the ground. Dent opens the trial of Ash and David. They are being tried for destroying property and equipment belonging to the Interplanetary Mining Corporation, assault and murder of IMC personnel, trespass on a planet lawfully allocated to IMC, and armed rebellion against the lawful representatives of the Earth's government. David is furious and says that he wished he had killed the IMC workers when he had the chance. Ash asks why the adjudicator is not present. Dent says he doesn't need the adjudicator as he is now the legal ruler of Uxarieus. He states that three of the crimes they have committed are punishable by life imprisonment and the other two by death. He passes judgement that their executions are to be suspended on the proviso that they leave the planet immediately. Ash says that the ship will not survive takeoff but Dent is unmoved. The Primitives see the Master and the Doctor approaching the city by car. They are stopped by an irrigation pipe in the road. As the Doctor goes to move it the Primitives cause an avalanche which knocks the car over. The Doctor warns the Master that he is to be attacked by a Primitive. The Master kills it. They continue their approach to the city on foot. Mary radioes Dent's orders to the rest of the colonists. Caldwell says that the ship is not in the best condition. Mary begs Caldwell to show mercy. Morgan can't find the Master and that the hatches on his ship are sealed. Dent tells Morgan to take Caldwell to the ship and use explosives if needs be. Caldwell tells Dent that the colonists' ship could explode on the ground. Dent orders all IMC workers inside on blastoff. The Doctor leads the Master to the entrance but doesn't know how to get in. The Master threatens him. Caldwell and Morgan give up and are about to blow the door off when they find the key. They go in and find Jo but they have triggered the alarm. The Master sees what has happened and goes to press the button. The Doctor uses Venusian Karate to disarm the Master but their altercation is broken up by the Primitives who lead them into the city. Morgan and Caldwell manage to free Jo who tells them of the Master's plans and where he has gone. The Doctor and the Master are led to where the Doctor was held previously. The Master offers to help the Primitives but they leave without heeding him. The Doctor shows the Master the pictorial history. Jo has explained to Caldwell the history of the Master but Dent interrupts and says that Jo is to join the colonists on their ship. Caldwell seems to enforce the message but hides Jo under tarpaulin in a buggy. The Master is impressed with the pictorial history. He explains that this planet used to be the centre of a great civilisation of a super race of which the small white creatures used to be a ruling race. This super race developed a Doomsday weapon but ended up becoming priests that worshipped technology and couldn't bear to be destroyed by it. The Doctor explains that they are to be sacrificed to this technology unless they do something. The Master says he wants to use this weapon to hold the galaxy to ransom. As the Primitives enter, the Master shows the Doctor a gas mask and canister. As soon as the Primitives enter, he deploys it and he and the Doctor escape. Morgan checks the list of names aboard the colonists' ship and questions why David's name is checked off. Mary insists he is aboard. Ash says he is ready to go. He tries one last time to convinced Dent. He says he is the only qualified pilot and asks what Dent would do if he refused to leave. Dent says that he would guard the door and kill anyone that left the ship. As Ash heads off Dent orders a guard to keep,watch of the ship at all times. The Doctor and the Master are looking for the Doomsday Weapon. The Master thinks they are nearly there. Morgan sees Ash and Mary aboard the ship. Dent is turning the colonist base into an IMC base. Unbeknownst to him, David is watching over him. A security guard watches the ship. Dent checks on the guard by radio. David sneaks up and knocks the guard out after a prolonged fight. Dent and Morgan are restless as to why the ship hasn't taken off. They get the colonists' ship on video link. Ash explains their is an electrical fault regarding their life support. He says it will soon be fixed and that the countdown will begin in a few moments. Caldwell and Jo come across the Doctor and the Master's upturned buggy. They watch as the Colonist' ship takes off and explodes. Caldwell is emotional. The Master and the Doctor have arrived at the heart of the Doomsday Weapon - a weapon that stretches miles around them. The Master says that the weapon has the capacity to blow up the Sun - in fact its prototype created the Crab Nebula. Caldwell and Jo arrive at the entrance to the Primitive City but can't get in. They are at the point of giving up when the door opens. A Primitive exits as Caldwell hides. As it approaches Jo, Caldwell jumps out and knocks him over. He holds the door opens and the two go in. The Master says that the Doctor could come in with him, saying that the Doctor could reign benevolently and end war, suffering and disease. The Doctor turns him down and says that absolute power is evil. The Master tempts him again and says that he is offering a half share in the universe. Caldwell and Jo are looking for the Doctor and the Master but Jo has to admit she is lost. Dent wants to know the whereabouts of Caldwell and says that Morgan should go and look for him. Morgan is worried about the trouble from Earth after the death of the colonists. Dent says he has fabricated a document saying that the colonists refused help with their ship. The Master begs the Doctor to see reason but he refuses. The Master tries to turn him against the Time Lords but the Doctor says he would rather see the universe rather than rule it. The Master is infuriated and goes to kill him but the leader of the Primitives emerges from the wall and demands to know why the Doctor has returned. The Master says he has come to offer a plan that will restore the city and planet to its former glory. The Doctor begs the leader not to listen. The Master says that the planet oils be the centre of a mighty empire. The Doctor asks if the weapon has ever brought any good to the planet. The leader says that it was the radiation from the weapon that polluted the soil of their planet and led to their downfall. The Doctor says that that is why the weapon should be destroyed. The Master begs the leader and says they could be gods. The leader says the Master shouldn't be a god. The Master tries to kill the leader but he uses his telekinesis to remove the weapon from his hands. The leader tells the Doctor that there is a self destruction mechanism on the weapon and asks the Doctor to activate it. The Doctor operates the lever with the help of the leader. The leader tells the Doctor to leave at once or he will be destroyed with the city. The Doctor runs while the city starts to crumble. As he leaves the Doctor finds Jo and Caldwell. As they head off they find the Master and ask for his map to help them leave. He refuses but Caldwell pulls his gun and forces him. They leave just as the city explodes. As soon as they leave the Master tries to disarm Caldwell but fails. Soon all four of them are surrounded by IMC workers. Morgan orders Caldwell away from the other three. The Master tries to take control of the situation but is rejected by Morgan as an imposter. The Master then sides with the Doctor. Morgan goes to kill them but Caldwell tells him to stop. Morgan turns to him and says that he is lucky to not be dying too. This momentary distraction allows a group of colonists to surprise the IMC workers. As a fire fight ensues, the Master steals a buggy and flees. David forces the surviving IMC workers to surrender. Jo realises that the Master has left. They take a buggy and pursue him. The Master arrives in his TARDIS and sees the Doctor and Jo pursue him on the scanner. As the Doctor and Jo arrive they see the Master's TARDIS dematerialise. Later, the Doctor explains to David that now the weapon is gone the crops will grow. Jo asks how the colonists survive. David explains that, once the guard was knocked out, the rest of the colonists left apart from Ash who sacrificed himself to create a decoy to lull the IMC workers into a false sense of security. The colonists interrupt to say they have found the Doctor's TARDIS in one of the Primitive dwellings. Caldwell is now working with the colonists and tells them that a real adjudicator is on his way. As they talk the TARDIS dematerialises behind them. The TARDIS returns on Earth the exact moment it left. The Brigadier sarcastically congratulates the Doctor on his short trip. Jo tries to explain but the Doctor says there is no point as the Brigadier wouldn't understand. It is a stormy night in a sleepy village. A man makes his way home after a night at the pub. A noise causes him to look up. Whatever he sees causes him to fall to the ground. Miss Hawthorne tries to implore to a Doctor that the man died of fright but the Doctor is having none of it; saying it was a simple heart attack. Hawthorne says she cast the runes this morning and knew that something bad was going to happen. As the Doctor drives off she implores him not to open the barrow. Outside a large hill a TV crew is setting up a live broadcast, fronted by Alastair Fergus, where Professor Horner is going to open the barrow. Jo talks to the Doctor about the occult whilst he tampers with Bessie. The Doctor is exasperated saying that anything that seems magic or occult can be explains by science. As he talks to her, Jo is surprised to see Bessie seemingly drive off round the yard by itself and even honk in communication with the Doctor. Yates emerges and says that it must be magic but the Doctor shows a remote control he had in his pocket. Yates has come to pick Jo up so they can watch the broadcast of the opening of the barrow together. When Yates mentions it is in a village called Devil's End he asks if he can join them. In a piece to camera, Fergus talks about the cavern under the church which is shrouded in stories of curses, pagans and witches and led to the barrow's name - the Devil's Hump. Yates, Benton, the Doctor and Jo watch. Horner begins to show the camera the site of the excavation. He explains that he believes their to be Anglo Saxon treasure on the other side and that the viewers will find out at midnight. When questioned as to why midnight; Horner explains that midnight is the start of the occult festival of Beltane. When further pushed he explains it is a publicity stunt. The Doctor is very concerned about all this and thinks there must be a link to all this. Outside the site of the excavation, Horner is confronted, on air, by Hawthorne. She says that they are dealing with forces they don't understand and that they will bring about death and disaster. When asked how she knows this she says it is because she is a witch. Both Horner and Fergus dismiss her message. As they move off she warns that the devil is coming. The Doctor heads off. When asked where he is going he says he is going to Devil's End as he believe that Hawthorne is right. Fergus signs off his live broadcast. The regulars at the local pub are scornful of Hawthorne. One person does speak up and say that there has been some very odd occurrences since the barrow started to be excavated. He cites that the weather has been extreme and that the cows have dried up. They all laugh him off. A policeman congratulates Hawthorne on her TV appearance. As she walks off a huge gust of wind stops her in her tracks. She begins to chant a spell. Unseen behind her the policeman, in a trance, picks up a large rock and goes to strike her. The spell seems to stop the wind and the policeman comes to not realising why he has a stone in his hand. The Doctor and Jo approach Devil's End but a gust of wind turns a sign and sends them in the wrong direction. Hawthorne was comes across the church warden, Garvin, in the cemetery. She wishes to see the vicar. Garvin says that Mr Majester is busy. Hawthorne says she wishes to see the old vicar but Garvin says that he left due to ill health. Hawthorne does not believe that as he left over night without saying goodbye to anyone. Hawthorne says she will see the new vicar but Garvin will not let her pass. There is an argument that is stopped by the new vicar - who reveals himself to be the Master. The Brigadier is heading out to a function, leaving Yates and Benton stuck at base. Hawthorne asks for the Master's help. He tries to placate her and says she has nothing to be worried about. He tries to hypnotise her but it doesn't work. She heads off for help. The Master sends Garvin after her. Night approaches and the Doctor and Jo are lost. The production team are putting the final touches to the live broadcast. Horner is keen to ensure that Hawthorne is not around. Yates and Benton are distracted from the dig by the rugby highlights. The Doctor enters the pub to ask the directions to the Devil's Hump. He is questioned by the locals who think that he is in league with Hawthorne. Eventually Jo manages to get directions and they move on. One of the locals, Girton, has gone to the Master and tells him of the Doctor's arrival. The Master tells Girton to prepare for a ceremony. The Master puts on a red robe and goes into the cavern with other robed minions. The live broadcast begins. The Doctor and Jo approach. The Master begins a ceremony summoning "the dark one." There is a tree in the road, stopping the Doctor and Jo. They go on by foot. Horner begins the excavation. The robed minions begin to chant as the Master casts a spell. Horner gets deeper into the barrow. As the Doctor runs towards the barrow he shouts for the dig to stop. The Master reaches the end of his spell. Horner pulls a stone. The ground starts to tremble as water and ash rushes from the barrow. People are forced to the ground by the power of the wind. The Master laughs as the church begins to shake. The gargoyles come alive. Jo watches as the Doctor and Horner fall to the ground as the excavation site caves in. Yates and Benton have finished watching the rugby and turn over to see how the dig went. They see Jo weeping over the body of the Doctor before the transmission breaks. They go to find out what happened and try to make contact with the Brigadier. Jo and the team at the dig try and unearth the Doctor. The Master talks to the devil, who he calls Azal. He agrees to meet him later at the site of a stone in the cavern. He sends the hooded disciples away. One of the production crew says that the Doctor has been frozen through and is dead. Jo is distraught and begs someone to find a Doctor. Benton and Yates can get no information and can't contact the Brigadier. The Doctor and Horner are both pronounced dead by a Doctor. Joe is distraught but the Doctor says he is a solid block of ice. As Jo weeps, the Doctor is astounded to hear a pulse and calls for blankets and hot water bottles. The Doctor is confused when he thinks he hears two hearts. Jo asks the pub landlord if she can use his phone. She rings Yates and asks him to come and help. He says they will come in the morning in the helicopter. The signal is broken by someone. The Devil's Hump is evacuated, leaving one policeman to guard the site. Unbeknownst to him, red eyes glow behind him. The next day Jo watches over the Doctor as he rests. The Master begins an incantation at the alter. The ground shakes at the Devil's Hump and a huge figure emerges from the barrow. Yates and Benton approach Devil's End by helicopter. As they approach they see a line of huge hoofprints. They land to investigate and estimate that the creature must have been thirty feet high. They head off to find Jo and the Doctor. Jo hears the helicopter approaching and rushes out to meet Yates and Benton. She says that something devilish is going on. Benton heads off to look at the tracks whilst Yates is reminded that the Brigadier is yet to have been told about the events. The Brigadier has already found out about the disappearance of half his crew and his helicopter. He calls for a car. Benton hears cries for help from within the church. He finds Hawthorne who was put in a chest and tied up by Garvin. As they go to leave, they see Garvin approach and head down into the cavern to elude him. As they hide, Garvin comes in and looks around, before leaving again. Hawthorne tells Benton of her suspicions regarding Mr Majester. She sees the alter and says that this is the scene of a black magic cult. Garvin enters with a shotgun. Benton tries to disarm him and a long fight ensues. Benton ends up standing on the stone and suffers some kind of fit which renders him unconscious. Hawthorne helps him up and leads him where Garvin wants. Yates tries to wake the Doctor. Garvin, Hawthorne and Benton leave the church and discover huge gusts of wind and blindingly bright lights. Hawthorne and Benton escape whilst the creature bears down on Garvin. Garvin tries to shoot the creature and is killed in a fireball. The whole village shakes and succumbs to the bright light. The creature walks to the stone in the cavern. The Doctor awakens with a shout of "Eureka!" The Master welcomes Azal. A roaring noise forces the driver of a van out of his vehicle eight miles away from Devil's End. The van bursts into flames. The Doctor ensures Jo and Yates that everything is alright. He says he knows what is causing the issues. Hawthorne enters with Benton who is suffering from the effects of the fight. The Master is told of the survival of Hawthorne and Benton by a mystery source. Hawthorne blames the elementals - creatures of the devil. She also says that she saw the devil. When pressed she says it was thirty feet high and horned. The Doctor says she must have been mistaken but Hawthorne is insistent. She says that an occult ceremony held by the new vicar Mr Majester caused this event. The Doctor notes to Jo that Majester is Latin for Master. The driver stops the Brigadier's car and tells him of the explosion of his van. As the Brigadier is investigating, the end of his truncheon bursts into flames. He removes it and then brings it back up where it ignites again. The Brigadier says they will approach from a different direction. The Doctor and Jo clear a path for Bessie to return to the Devil's Hump. The Brigadier approaches Devil's End and hears the noise again. He stops the car and throws a branch ahead of him, where it bursts into flames. He contacts Yates to tell him about the heat shield. Yates tells him all that has happened in the village and the Brigadier is very sceptical with regards to the protestations of the occult. Yates also tells the Brigadier about the Master's involvement. The Master begins an incantation. There is a noise above and the Master goes to the window and looks. The Doctor and Jo return to the Devil's Hump and find the policeman dead. They head into the excavation site. Unknown to them, one of the gargoyles from the church has come alive and is watching them. The Doctor looks around the excavation site. The gargoyle approaches. The Doctor finds a metal model of a spaceship in the ground that is the exact same dimensions as the tomb that they are in. He begins to explain his theory when the gargoyle enters. The Doctor brandishes something at the gargoyle and mutters some incomprehensible words. The gargoyle is repelled. The Master senses the issue and urges the gargoyle on before bidding it return. The Doctor explains that he brandished the iron trowel and muttered words to a Venusian Lullaby in order to trick the gargoyle into thinking he was doing magic. The gargoyle believes in magic even if the Doctor doesn't. The Master has gone to Winstanley, the squire of the village, and urges him to call a meeting. The Master hypnotises him into agreeing. The Master says he has power which will conserve the world and says he can control the forces raised. He admits to Winstanley that it was he who caused what happened at Devil's Hump. Winstanley rubbishes the Master's claims and the Master summons up a furious wind which rushes through the house as proof. Winstanley begs him to stop and then agrees. Hawthorne presents the Doctor with books on the occult saying that she believes the situation to have been caused by the supernatural and magic. The Doctor thinks this is rubbish and says it is science. The Doctor begins a briefing where he will lay out his plan when he is interrupted by the Brigadier who is radioing for Yates. The Brigadier informs them that the Heat barrier is 10 miles around the village with its centre being the church. The Doctor asks if they can go over it. As he says this the RAF have performed Tests and feed back that it goes a mile above the village too. The Doctor hangs up and begins his briefing. He shows the people assembled slides of Egyptian gods, Hindu demons and the devil and points out that they are all similar in appearance. He says that these are all the same creatures which came from another world that are far older and more dangerous than any other alien life form that UNIT have ever dealt with. He says they are called Daemons and they come from Daemos 60000 light years away on the other side of the galaxy. He explains they first came to Earth 100000 years ago. Winstanley brings the meeting to order and introduces the Master. The Doctor explains that the ship and the Daemons diminish and expand in size which explains the severe heat and cold that the village keeps experiencing. He goes on to say that the first time the Daemons helped humans is when they helped the Homo sapiens kick out Neanderthal man and they returned to help the Greeks start their civilisation and contributed to the Renaissance and the Industrial Revolution. Hawthorne is confused if the Daemons are dangerous if they have helped human kind for so long. The Doctor explains that, whilst they are not evil, they are amoral and that they see the Earth as a scientific experiment. As they have been called here by the Master their experiment may fail which could lead to the total annihilation of the Earth or domination by the Master. The Master exposes all the secrets he knows about the people at the meeting. Once he shows he has this control over them he says that if they do what he says they can have whatever they want. The Doctor explains that the Daemon that has been summoned will appear three times - the third time they will learn their fate. He says that the Daemon must be in the cavern with the Master but, at the moment, it is so small it is practically invisible. While they talk the landlord busies himself nearby. The Brigadier contacts Yates and tells him they intend to blast their way in and that they should evacuate to the cellar. The Doctor blocks this and says that the energy release will strengthen the heat shield and will cause huge reprisals. He says he has a better idea. He asks if they have a Condenser Unit in the Mobile HQ. He says they do. The Doctor advises them to build a Dyothermic Energy Exchanger. He tells them how to build it but the UNIT engineer doesn't know where to begin. The Doctor says he will come to the edge of the heat shield and explain it himself. The landlord, having overheard all this, sneaks out. Jo complains about the Brigadier and the Doctor tells her that he is her superior. The Master is still persuading the crowd when the landlord comes in and whispers something to him. The Master summons someone else and whispers orders to him. Going back to the crowd, the Master says that they must submit to him and show obedience. Winstanley interrupts, objecting. The Master says he doesn't need them and says they are like dust beneath his feet and that they should obey or be destroyed. Winstanley says the crowd will hear no more of this and begins to evacuate them. The Master summons the gargoyle which kills Winstanley. The crowd are shocked and do what the Master says. The man who the Master gave orders to attempts to steal the UNIT helicopter. Yates sees and the two have a fight but the man manages to hijack it. Yates shoots at the helicopter but to no avail. He takes off in pursuit on a motorbike. As the Doctor and Jo make their way to the edge of the heat shield they see the helicopter which tries to force them into driving into the heat shield. They see Yates approach but tell him to keep away. He pursues the helicopter and fires at it. The Doctor drives Bessie directly towards the heat shield but, just at the last moment, skids to a halt. The helicopter crashes into the heat shield and explodes but Jo is thrown from the car. Yates helps Jo up and takes her back to the village whilst the Doctor heads off to meet the Brigadier on the motorbike. The Master and the gargoyle make their way into the cavern. The Doctor stops just short of the heat shield, where the Brigadier is waiting for him. The Brigadier is furious about the loss of his helicopter. The Doctor says they will need to harness the electricity from the pylons above to create 10,000 volts to kickstart the Dyothermic Energy Exchanger. He begins to explain to the UNIT engineer what to do. The Master begins to summon Azal. Jo is feverish and mumbles about something going on in the cavern. Yates tries to calm her and a Doctor gives her an injection which sends her to sleep. Azal arrives and towers hugely above the Master. Tremors are felt throughout the village. The Master begs Azal to stop before he destroys him. A scream rings out throughout the cavern. The Doctor continues to set up the Exchanger. The Master implores Azal back. Jo awakes and says she must go to the cavern. She hears people outside her door but finds a ladder at her window and climbs down. Yates wants to investigate the village but Benton stops him. The Doctor orders Sergeant Osgood to reverse the polarity on the Exchanger. The Brigadier tells Osgood to hurry and says he has absolute trust in the Doctor. Azal asks the Master why he was called. The Master says he has knowledge and power to rule over the Primitives due to the fact that he is superior to them but needs Azal's help. Azal says that there is another of The Master's race on the planet and wishes to speak to him. The Master blocks this but Azal gets cross and says that he is not the Master's slave and notes that the Master is not immortal. The Master apologises. Azal notes that the Master's will is sting and his mind great and he will consider an alliance with him. He says he will call once more but warns the Master that his race detests failure and implores him to remember Atlantis. He adds that he is the last of the Daemons and it is his responsibility to destroy any failure. The Master still says he wishes Azal to return. Azal orders the Master to leave. The Master runs, laughing as tremors rush through the village. Jo approaches the cavern as the tremors take hold. The Doctor sees the village shaking and rushes Osgood saying he wants to leave. Osgood still doesn't understand what is being asked of him so the Doctor runs through it one last time. Yates pulls himself together after the tremors and goes to look for Jo and finds her gone with the window open. He tells Benton and leaves to go after her. The Master is giving orders to one of his agents to deal with the Doctor. He also tells him that next time he summons Azal he will need the power of the whole coven to control him. The man leaves and Yates, who has been outside, rushes to hide. As the man drives off, Yates enters the church. Unbeknownst to him Jo falls out of a hedge unconscious. The Doctor finishes his explanation to Osgood and rushes off. Jo awakes and enters the church - going straight into the cavern. She is scared by a gargoyle and her scream brings her to the attention of Yates who berates her for leaving the pub. He warns her that the cavern is filled with booby traps, spells, elementals and forcefields. As if to prove his point he throws a book over a square which gets torn to tatters. They head off to leave but have to hide as the Master enters, putting a dagger down on the altar. The Master's agent takes potshots at the Doctor with a rifle. The Doctor falls off his bike and runs into the woods. The Master begins some kind of ceremony. Benton tries to get in touch with the Brigadier but can't. Osgood tells the Brigadier that the Exchanger is blocking the radio signals but it should have done its job in a couple of minutes. As he says that the machine explodes. Osgood says he will need at least another half an hour. The man reports to the Master that the Doctor got away. The Master says he will need to be welcomed back to the village. Benton and the Brigadier take advantage of the Exchanger not working to talk. They are worried about the whereabouts of the Doctor. The Brigadier tells Benton to let the Doctor know they are having issues with the Exchanger when he returns. Benton goes to look out the window and sees the arrival of Morris Dancers. The Doctor arrives during their display and the dancers ingratiate them into their dance. Soon enough they have hijacked him and one of them pulls out a gun. He is tied to the maypole. Benton wants to go out an help but as soon as he opens the door he is attacked by a Morris Dancer. They fight and it looks like the dancer has the better of Benton when Hawthorne knocks him out using her crystal ball. Before Benton goes steaming out Hawthorne gives him some advice on how they could go forward more effectively. The Doctor tries to turn the villagers against the Master but the man with the gun says he is a black witch and should be burned. The Master begins his ceremony and the eyes of the gargoyles light up. The villagers are preparing the pure but Hawthorne stops it just before they set it alight. She tells the villagers that the Doctor is a Great Wizard and offers salvation. The Doctor plays along. Hawthorne implores the Doctor to show a sign of great power and suggests he shatters a bulb in the lamppost. The Doctor orders the bulb to shatter - and it does. He then does the same with a weathercock. Unbeknownst to the villagers it is Benton shooting these things with a pellet gun that is causing them to break. The man with the gun doesn't believe and threatens the Doctor with his gun. Benton cannot get a clear shot on the man. The Doctor, in his last spell of wizardry moves Bessie of her own volition. The man refuses to turn around and gets knocked over by the car. Benton comes out and unarms the man whilst Hawthorne unties the Doctor. The Master intends to summon Azal with the sacrifice of a chicken but Jo stops him - however it is too late. Jo looks on as the Daemon grows large before her eyes. The Brigadier observes the tremors and orders Osgood to hurry up. The villagers pick themselves up. Benton wants to go straight to the church to investigate but the Doctor blocks it. The Master's aide says that this proves the Doctor is afraid. The Doctor says everyone should be afraid. The Master welcomes Azal. Jo runs but a gargoyle stops her. Yates tries to shoot it but the gargoyle disarms him. Yates is taken prisoner and Jo is dragged away. The Doctor admits he is not a wizard. The Master's aide begins to gloat but the villagers have turned against him. He shows the villagers how he moved Bessie through his remote control and says that it is science and not magic that is explaining the goings on in the village. He goes on to say that the Master is using Time Lord and Daemon science. The man asks how the Master could have called the Daemons without the use of magic and the Doctor explains that it is through the channelling of negative emotions to create a psychokinetic energy. Benson is still itching to get to the church but the Doctor says they should wait for the Energy Exchanger. The Master demands power of Azal. Azal says he does t listen to demands. The Master says that everyone in the universe is subservient to him with the exception of Azal. Jo is brought in in a white dress. The Master says that he will offer Jo to him as a sacrifice. Yates wakes up and sees what is happening. He escapes and reports to the Doctor. The Doctor radios the Brigadier and orders the machine to come through now. The Brigadier orders Osgood to operate the machine. As he does the machine starts to smoke. The Brigadier orders Osgood to keep trying. The Doctor marshals the villagers to surround the church. The Master is warned of the act of the villagers and summons the gargoyle to guard the door of the church. Seeing the gargoyle, the villagers run. The Master's aide is killed as he tried to approach the church. The Doctor stops anyone else approaching. He radios the Brigadier to be told that the Exchanger is at maximum. The Doctor tells the Brigadie to use the booster. The Brigadier orders Osgood to use it. He is reluctant so the Brigadier does it himself. The Master begins the sacrificial ceremony. Some of his coven turn against him. The Exchanger starts to work. It creates a tunnel in the heat shield which is still warm but passable. The UNIT vehicles drive through. Azal is in pain, effected by the Energy Exchanger. The Brigadier tells the Doctor that everything is through bar the machine. The Doctor says he needs it too. The Brigadier orders Osgood through. As soon as the machine makes it through it explodes. The Doctor hears the explosion and the Brigadier confirms the news. The Doctor says he is going to go in when the creature is weak. He dodges the gargoyle and runs in. He enters the cavern and is shocked to see the size of Azal. The Master welcomes him. UNIT arrive outside the church. The Brigadier wants to go after the Doctor but Yates shows him the gargoyle and his ability. The Brigadier tries to shoot him but to no avail. The Doctor tells the Master that he knows he is going to die now he is in the cavern. The Master tells Azal to kill the Doctor. Azal refuses as he senses that the Doctor is not of this planet. The Master says he is a meddler and a fool. Azal disagrees and says he has just done a foolish thing by coming into the cavern. The Doctor explains he came in to talk but will only do so if Azal frees Jo. He does so. The Doctor warns Azal that he should leave while he still can - telling him of the Energy Exchanger. Azal says he knows it is destroyed. The Doctor says he has two but Azal knows that's a lie. The Master says Azal should kill him for lying. Azal agrees. The Doctor says that if Azal kills him he'll wander through eternity wishing he'd listened. The whole of the UNIT forced fire at the gargoyle while a troop tries to sneak in. Yates fetches the bazooka. Azal hesitates. The Master tells him to kill the Doctor. Azal says that he does not obey the Master's orders and goes on to say that it is time for completion of the Daemons' experiment on Earth. The Master says that the experiment will be completed when he hands power to him. The Doctor says that this level of power is similar to Adolph Hitler or Genghis Khan. Azal is not convinced. The Doctor says he should leave humanity alone. Azal is reluctant to do that as he says that they imbued knowledge to man. The Doctor rebuts this and says that man has used that knowledge to create weapons, poisons and pollution. Azal says is humanity is such a failure they should be destroyed. The Master says that all Earth needs is a strong leader to force them to learn. Azal agrees and says he intends to hand his power over to the Doctor. He says he doesn't want it. The gargoyle runs towards the UNIT forces. Yates uses the bazooka on him which destroys him but he soon reforms. The Doctor begs Azal to leave but he says he can't; he must either bequeath his power or destroy the Earth. The Master says he can bequeath it to him and Azal agrees. The Master asks what will happen to the Doctor. Azal says he is not rational and should be eliminated. He fires bolts of energy at the Doctor. Jo stands in the way and says that the Doctor is a good man and that she would rather die than him. This effects Azal and the bolts fire back off Jo into him. Azal is in pain and saying that the actions Jo has carried out do not relate. He stumbles backwards. Outside the church, the gargoyle stops and turns into stone. The Doctor and Jo emerge form the church and tell the UNIT soldiers to run. The Master emerges with his coven just as the church explodes. The villagers all come out and watch. Benton holds a gun against the Master's head. The Brigadier asks the Doctor what happened and he explains that Jo saved everyone. Azal didn't understand the irrational and illogical act and all his power turned against himself. They hear a distant explosion. The Doctor says it was the spaceship at Devil's Hump triggering its automatic self destruct. The Master uses this distraction to throw his gown over Benton and try and escape in Bessie. The Doctor tells UNIT not to fire and uses the remote control to return a resigned Master back to them. The Brigadier orders that the Master is to be kept under maximum security guard. The Doctor tells them to look after him as he wants to deal with him later. As he drives away the villagers boo him. As everyone celebrates they all begin to dance around the maypole with the exception of the Brigadier and Yates who go for a pint. Sir Reginald Styles, Britain's Chief Representative at the UN, is working late in his study. He goes to the window, where he is attacked by a soldier carrying a futuristic-looking weapon. But as he raises the weapon, the soldier disappears. Miss Paget, Sir Reginald's secretary, enters and he tells her what has happened. The Brigadier answers his phone. It is the Minister, who wants to know what he is doing about the report that Miss Paget has given them. The Brigadier says he is putting his best man on it. In the laboratory, the Doctor is trying to fix the dematerialisation circuit from his TARDIS, with Jo's help. As he ducks under the console to fix something, the lab door swings open and Jo is stunned to see another version of herself and the Doctor outside. The alternate Doctor tells them not to be alarmed and says that they are just suffering crossed time streams. The console short circuits, and the alternate Doctor and Jo disappear. The Doctor assures Jo it was a freak event and unlikely to happen again, but that it is symptomatic of the odd things which can happen if you monkey about with Time. The Brigadier enters and tells them of what has happened to Sir Reginald. He explains Styles is a key figure at the forthcoming peace conference, where he needs to convince the Chinese not to start World War Three. A soldier from the 22nd century appears in the middle of a field. He approaches Sir Reginald's house, but he hears a noise that forces him to turn and flee. He is knocked unconscious by two huge ape-like alien figures. Miss Paget tells the Doctor, Jo and the Brigadier her story. Sir Reginald enters and doesn't want to talk about it. He is putting it all down to a bad dream. The Doctor points out that there are muddy footprints on the floor that prove it isn't. The Brigadier asks for permission to search the grounds. Sir Reginald gives it, but says that they will not find anything. However, the search by UNIT forces finds the unconscious soldier with another of the futuristic weapons. Sgt Benton then discovers a black box hidden nearby that also appears to be full of futuristic technology. The ape-like alien creatures report back to their human Controller in the 22nd Century, that they found the 'enemy' soldier. The Controller says they must intensify their efforts until all who are responsible for 'this menace' are eliminated. The Brigadier shows Sir Reginald the futuristic gun, while the Doctor describes the man. Sir Reginald is not interested and just wants to leave for Peking to begin his attempt to talk the Chinese into attending the peace conference. Meanwhile, Benton is transporting the unconscious soldier to hospital in an ambulance. The Doctor has identified the weapon as an ultrasonic disintegrator. However, despite the fact that the technology is alien, the materials used to make it are from Earth. The Brigadier asks how this can be? The Doctor asks if the Brigadier believes in ghosts. The Doctor says they need to broaden their definition of what ghosts are. He reminds Jo that they saw two ghosts of themselves earlier in the day. The Doctor moves on to the box, and says it is some kind of time machine: he shows them a mini dematerialisation circuit inside. He shows them how he believes it works. Unexpectedly, it begins to operate, and the soldier disappears from the ambulance, fading away, transported by the device back to his own time. A woman technician in the 22nd century registers the use of the time transmitter, but it has been turned off before she can trace it. The Controller is furious. A Dalek appears from nowhere and orders him to report. The Doctor says that the temporal feedback circuit on the machine has overloaded. The phone rings and the Brigadier is informed by Benton of the soldier's disappearance. The Doctor observes that all of this centres around Sir Reginald's house, and asks Jo if she wants to spend the night in a haunted house. That evening, the Doctor and Jo settle themselves down in Sir Reginald's study, after sending all the servants away. Outside the house, UNIT forces are in position. Within the grounds of Sir Reginald's house a time portal opens. The Doctor and Jo are waiting. Jo is nervous, but the Doctor is fine. Jo looks around and is startled by Benton. Jo goes to give Benton some food but, just as he starts to eat, Yates sends him away and takes his snack. When Jo returns, the Doctor starts to tell her an anecdote about Napoleon, when they are interrupted by a window blowing open in the wind. Jo is scared, but the Doctor calmly closes it. Three more 22nd century soldiers arrive in the grounds, through the portal. Their commander orders them to wait until it is light. Jo is asleep whilst the Doctor is fiddling with the time transmitter. He gives up and wakes her up. It is morning, and nothing has come to pass. But outside the guerillas from the future move towards Sir Reginald's house. They come across two UNIT soldiers and disintegrate them. The Brigadier checks up on the radio traffic. There has been nothing all night. But suddenly an emergency signal from Geneva comes through. The international situation is worse, and war is inevitable. There has been no news from Sir Reginald. The Doctor continues to tinker with the time transmitter. He gets up to look for Jo, leaving it running. The soldiers outside see him and aim their weapons at him, but before they can fire he moves away from the windows. A soldier approaches the house and storms the room. The Doctor enters and disarms him with Venusian Karate. The soldier begs him to turn the machine off or they will all be killed. The woman technician in the 22nd century time zone picks up the signal again. The zone's Controller orders her to obtain the space-time coordinates of the detected transmitter. He goes to report to the Daleks. They tell him that whoever is operating the time transmitter is an enemy and must be exterminated. The other soldiers interrupt the Doctor and hold him at gunpoint. The man goes to the Daleks and says they have lost the trace of the Time Transmitter. The Daleks order him to find the people using it. The soldiers marvel at how an innocent looking man can be capable of such crimes and they prepare him for his execution. The Doctor and Jo are confused until they refer to him as Sir Reginald. The leader, Anat, does not believe him but the Doctor shows her the newspaper on the table. They ask who the Doctor is and he says he came back to see them as he knew they would return. Anat orders the rest of the soldiers out. Benton reports to Yates that two men are missing. As Anat and the Doctor talk, the soldiers renter and say that UNIT forces are coming. They all hide in the cellar. Yates radios the Brigadier to tell him. The Brigadier is on the phone to the Minister and has no time to speak to Yates. He tells them to search the grounds and report back to him. Yates and Benton do so. The soldiers tie up the Doctor and Jo whilst Anat explores. When they are left alone the Doctor and Jo break free of their gags. Jo says the soldiers are criminals but the Doctor says they shouldn't judge until they have all the facts. They try and break each other free of their binds but can't. The Doctor dates the gun to two hundred years in the future but doesn't understand why people from the 22nd century would return back in time to meet and kill Sir Reginald. They settle themselves down to wait. The man reports to the Daleks to say he cannot find the people. The Daleks order him to continue searching. The man disagrees and the Daleks say that humans are servants to the Daleks. The Daleks activate the magnetron. Anat tries to contact their base but cannot as there is a massive disturbance in the vortex. The soldiers squabble about what to do. One of them wants to wait until Sir Reginald returns and kill him. Anat decides that one of the soldiers should return to the tunnel and see if the signal is stronger there. He sets out, evading UNIT soldiers, and returns to the tunnel. He checks a piece of machinery that is hidden away and then tries to communicate. He is hit from behind by one of the aliens but manages to shoot it before running away. Yates and Benton report the loss of people to the Brigadier. The Brigadier tells them that Sir Reginald was successful and that the Chinese are now to take part in talks. He rings Sir Reginald's house. Anat sends the soldier out to get the Doctor. The Doctor is telling Jo about the nature of changing history. He explains that everything has an effect but the Limitation Effect stops people from interfering with the same moment in history twice. The soldier enters and orders the Doctor to his feet. The Doctor is made to answer the phone at gunpoint. He says that he and Jo were in the cellar sampling the wines. The Brigadier tells the Doctor that Sir Reginald is returning the following night. The Doctor asks if that is wise but the soldiers press the gun further into his back. The Doctor tells the Brigadier to let Sir Reginald, the Prime Minister and the Minister of Defence that all is fine. Just before the Brigadier hangs up the Doctor says that the Brigadier should make sure he tells the Marines that everything is fine too. The Brigadier puts the phone down and then heads straight off to the house. Anat celebrates the fact that Sir Reginald is returning to the house. In the meantime, Jo has freed herself from the ropes and picks up the time transmitter and says she will smash it unless they are freed. The soldiers say it is not important to them but Jo considers it a bluff. She presses the button and appears on the spaceship. The Doctor tells Anat to do something but she says nothing can be done; she is either dispersed around the time vortex or reembodied in the 22nd century. One of the soldiers says she liked be better off dead. The man greets Jo and sends the aliens away. He says that they are called Ogrons and they act as servants and policemen for humankind. He invites Jo to sit. He tells her he can return her to her own time but he needs information about the soldiers. He says they are cruel and ruthless fanatics. Jo says that the Doctor is still with them and the man says that he is in very grave danger as the soldiers are capable of crime and are without mercy. The man offers to save the Doctor but needs to know where and when she came from. Jo tells him and, before he sends her away, asks if the soldiers appeared in the house or in the grounds. Jo is unsure but believes they may have appeared in the tunnel. He dismisses her. The Daleks have been watching the whole conversation. They say that they will prepare an ambush in the tunnel which will be Ed by them. The soldiers tie up the Doctor and leave him in the cellar. He soon breaks free. The soldiers are waiting for their friend to return when they see a troop of Ogrons approaching. A firefight ensues but the soldiers are overpowered. The Doctor bursts in and uses Venusian Karate when one of the soldiers tries to attack him. Both soldiers flee. An Ogron enters and the Doctor uses Venusian Karate on him and steals his gun. The soldiers run, firing at Ogrons. They are pursued by the Doctor. The Brigadier arrives and shoots at a bunch of Ogrons. The Doctor thanks him and promptly steals his car to pursue the soldiers. The soldiers get to the tunnel and are followed in by the Doctor. As he enters he is confronted by a Dalek. The Doctor runs into the tunnel system and bumps into the soldiers. A Dalek has followed him. Cornered, the soldiers activate the time field. Transported two hundred year into the future the Doctor reveals he knows more about time travel and the Daleks than he has let on. He sets off to find Jo. He is soon pursued by Ogrons and has to hide as they pass him. He climbs a ladder and finds himself in a forest. The Ogrons report that they lost who they were pursuing. They receive orders to hunt and exterminate them. The Doctor ducks behind a wall to evade a troop of Ogrons. He sees a row of tower blocks looming above him. The man enters the Daleks' sanctum and has to admit that the fugitives remain elusive. The Daleks say they will punish the man who tries to blame the Ogrons. He warns the Daleks of the danger of the guerilla soldiers who steal the Daleks' time machines and explosive and says he needs to recruit more humans. The Daleks block this saying that humans are treacherous. The man tells them of a man called the Doctor who they think has come with the guerilla forces. The Daleks seems scared and tell the man that the Doctor is an enemy of the Daleks and he must be found and exterminated. A CCTV camera tracks the Doctor as he enters one of the tower blocks. An alert is raised. The man assures the Daleks that the Doctor will be arrested. The Daleks want answers from the man as to why production figures are falling. They order an increase of 10%. The man says that workers will die but the Daleks give him no alternative. Once he leaves the Daleks, the man is told of a tracking report of the Doctor entering Worker Centre 117. The man asks for production figures from that Centre as he suspects an anomaly. One of the guerilla soldiers enters an abandoned building where the rest are squabbling. Now they have failed to kill Sir Reginald they are unsure as to what their orders are. The soldier that has returned says that there are reports of Jo being held by the forces. Anat asks about the Doctor and says there is no news. The Doctor watches as a human workforce is being marshalled. The Doctor is caught by an Ogron and knocked out. The man is looking after Jo and feeding her 21st century food - in his time food comes as just tablets. Jo asks whether the man can return her to her own time. He says that he can but it is dangerous. It was a lucky fluke by which she ended up here. She asks after the Doctor. The man says that he has been seen in this time zone under the control of the criminals that tried to kill him. He assures her that when he gets news he will tell her. In the meantime she is to stay here for her own safety. A girl enters with a message. The Doctor is alive and well. A recently tortured Doctor is dragged into a cell. His interrogator insists he is a spy but he says he is just looking for his friend. A man enters who says he wants to deal with the Doctor personally and orders everyone out of the room. As soon as they are alone the man changes tone and the man asks what group he is from. The Doctor says he is not a spy or a guerilla. The man says he is here to help him. They are interrupted by the man who is working with the Daleks - he is revealed to be the Controller of the Central Zone. He says that he has been sent to look after the Doctor as he is an honoured guest of the government. He has been given a guest room at regional control where Jo is safe and well and waiting for him. The Doctor is led away. The Controller wheels on the man and asks why production figures are the lowest in his factory compared to any other in the zone. He is told that if he doesn't increase them by 10% both he and his family are in danger. As soon as he is alone the man contacts some guerilla forces and tells them of the suspicions and of the Doctor. He is attacked by an Ogron who knocks him out. The Controller plies the Doctor with wine and food. The Doctor questions the Controller about the factories. He says they are rehabilitation centres for criminals. The Doctor questions as to why he saw old people and children there. The Controller assures the Doctor that the planet is happy, prosperous and economically run. Jo says that the Doctor is being unreasonable. The Doctor further questions the Controller as to why the humans have made an ally with the Ogrons who seem savage whilst it seems the majority of the human population lead the life of dogs. The Doctor asks who really rules the planet. The Controller does not answer and leaves. Jo berates the Doctor for being so unkind but the Doctor says he has reason to believe that the planet is being run by the most evil ruthless life form in the cosmos - the Daleks. The Controller and the Daleks watch the Doctor on a screen. The Daleks say that the man's appearance does not match their data but they know the Doctor's appearance changes. They intend on using a mind analysis machine to see if it is the Doctor. The Doctor has given Jo a plan. She goes to the far end of the room and screams. An Ogron enters and is knocked out. The Doctor and Jo run. They find a quad bike outside and escape on it. The Controller and the Daleks are informed of the escape. The Daleks say they want them captured alive. The Doctor and Jo are pursued by Ogrons and are eventually caught. The guerilla forces have seen this and decide that they need to reduce the Doctor. One of their number says this is suicide but it has been discovered that the Doctor is the sworn enemy of the Daleks and the one man they are afraid of. The Daleks have tied the Doctor to their mind analyser and have identified him as their enemy. They tell him that he is in their power and is to be exterminated. The Controller enters and suggests that the Doctor be saved as he could help them with information about the guerilla forces. The Daleks say they will use the mind analyser to extract the information from him but the Controller points out that the Doctor is near death when they just tried to extract his identity from him. The Controller says he understands the human psyche and will use Jo to help extract the information. A guard fetches Jo. The guerillas are planning an attack on the Dalek's stronghold. They will use the disused underground railway. The Doctor tells the Controller that he knows nothing about the guerilla forces. Jo backs him up and says they were forced to join the guerillas. The Controller threatens them that if they do not get the information they need the Daleks will destroy the Doctor and Jo. The Doctor tells the Controller that the Daleks will destroy them whatever happens and calls him a traitor for working alongside them. The Controller says that the Doctor would not be able to understand how desperate the world got in the terrible years at the end of the twentieth century. He tells of a war with one hundred years of killing and destruction in which seven eighths of the world was wiped out and the rest were living in holes in the ground. It was into this vacuum that the Daleks took control and turned Earth into a factory where they mined the planet's minerals and sent them to Skaro. The Controller explains how his job has been passed down through the generations. When the Doctor still accuses him of being a traitor the Controller says that he has saved as many lives as he can and that no one can fight against the Daleks. The Doctor asks if the guerillas could but the Controller considers them fanatics. The guerillas have arrived at the stronghold and are taking down the Ogron guards. A firefight ensues with deaths on both sides. A guerilla soldier manages to destroy a Dalek. The Controller asks the Doctor for information again but he insists he has none. The base is stormed by guerilla forces. The Controller calls for the guards only to be told that they are all dead. Jo and the Doctor are told they are to come with them. A guerilla soldier is intent on killing the Controller but the Doctor persuades him not to. They all run off. In the present day, UNIT are outside the tunnel and searching for the Doctor and Jo. Yates says they are at a loss but the Brigadier insists they extend the radius of the search. A messenger arrives with the news that Sir Reginald is arriving at 6PM. In the future, the guerillas explain to the Doctor that Sir Reginald is working to gain power for himself. The peace conference is a ruse and he lures all the leaders to the house and blows it up, however does so too early and he perishes too. This is the beginning point of the wars and thus the start of the Daleks' tyranny on Earth. This is why they have time travelled. They go on to explain that the Daleks sent the Ogrons back to try and stop them. They used the tunnel as it was a fixed point between their time and Sir Reginald's. The Doctor asks why they rescued him. He is told that as he is an enemy of the Daleks he will do anything to stop them so must go back in time and kill Sir Reginald. In the present day, Shura, a wounded guerilla soldier, runs through the undergrowth and enters Sir Reginald's house. In the future, the Doctor refuses saying that he will not commit murder. The guerilla forces try to convince him. The Doctor asks how they know that it would definitely stop the wars and that there must be another way. Jo does not believe that Sir Reginald would be capable of such atrocities. The Doctor agrees and starts to wonder how it happened. He asks if there are any guerilla forces still in the present day. The guerilla forces admit there is one, Shura, but he is assumed dead. In the present day, Shura places a bomb under Sir Reginald's house. In the future, this intrigues the Doctor. He asks what the guerilla forces took with them in terms of weapons. The guerilla forces say they took an explosive they stole from the Daleks called Dalekanium. The Doctor is now sure. The guerilla forces did not change history; they caused it. They created a temporal paradox. The Controller reports to the Daleks and tells them they have lost the Doctor. The Daleks order that he is found and destroyed. The Controller says he has set up an ambush at the tunnel. The Daleks warn that if he fails he will pay with his life. The Controller leaves and asks a guard if all is prepared for. The guard assures him that is the case. The guerillas give the Doctor a Time Transmitter. He and Jo climb into the tunnel. They are soon pursued and surrounded by Ogrons. The Controller emerges. The Doctor tells the Controller that he can end the Dalek rule of Earth. The Controller thinks and sends the Ogrons away. The Doctor tells the Controller of the plan. The Controller says that the Doctor could have let the guerilla soldier kill him and then tells him to go and be quick. The Doctor operates the Time Transmitter and disappears. All of this is overseen by the guard. In the present day, Benton find the Doctor and Jo and radioes to the Brigadier. In the future, the Controller is summoned to the Daleks. He says that the Doctor was too quick and got away. The Daleks know he is lying. The Controller tries to blame the Ogrons but the Daleks call him a traitor and say he must be exterminated. The Controller's last words are that, with any luck, he may have exterminated them. The Daleks promote the guard to the role of Controller before deciding that they will go to the 21st century timezone to ensure that the bomb goes off. In the present day, a newscaster reports the arrival of Sir Reginald and the leaders to the peace conference. Sir Reginald asks the Brigadier if all is well. The Brigadier assures him it is. The Doctor and Jo arrive. The Doctor rushes up to the Brigadier and Sir Reginald and says that everyone has to leave the house. The Daleks and the Ogrons arrive out of the tunnel. They are met by UNIT forces and a firefight ensues. Sir Reginald refuses to leave but the Doctor argues his case before disappearing into the cellar. Sir Reginald argues with the Brigadier. The Doctor find Shura and tells him he doesn't need to blow the house up. Benton radioes the Brigadier from the middle of the firefight. The Brigadier assures Sir Reginald that they are in the middle of a hostile attack. When Sir Reginald continues arguing, the Brigadier shouts over him and orders the evacuation of the house. Sir Reginald is escorted out. The firefight continues. The leaders leave the house. The Daleks and the Ogrons draw nearer to the house. Soon enough the Daleks have gained entrance. Jo joins the Doctor in the cellar to tell him that the Daleks have entered the house. Shura says she is lying. When he is assured that it is the case he says he wants the situation to be left to him saying that the Dalekanium will destroy them. He orders the Doctor and Jo out. As they leave, the Doctor tells the Brigadier to order his troops to fall back and allow all forces into the house. The Daleks search the house and Shura blows it up. The Doctor, Sir Reginald and the world leaders watch from a distance. The Doctor turns to Sir Reginald and says that he has seen the future and that he needs to work on avoiding it. It is a rainy night on Peladon. The rain beats against the King's castle walls, perched high atop a mountain. Torbis, the King's Chancellor, enters the throne room to tell the King that the delegate from Alpha Centauri has arrived but they still await the delegate from Earth. Hepesh, the King's High Priest and Torbis' brother, is unsure that the delegation should even take place whereas Torbis is very much in support. Hepesh talks of the curse of Agador. The King stops the two from arguing. Torbis reminds the King that he has raised him since his father died and wouldn't put him wrong. Hepesh tries to interject but the King says that he agrees with Torbis and that Peladon should join the Galactic Federation. Hepesh gives in. Torbis heads off to tell the other delegates of the arrival of the delegate from Alpha Centauri. As he heads off a gigantic beast roars and he is knocked to the floor. Guards from the throne room rushes to his aid. The monster returns and they hide. By the time the King arrives Torbis is dead. The King asks a guard who did this and he points to a statue on the wall. Hepesh says it is the spirit of Agador, the ancient curse of Peladon. The TARDIS lands on the edge of the mountain. Inside, the Doctor congratulates himself on a perfect landing to the first test flight after he has got the TARDIS working. Jo is complaining as he promised to get her back in time for a night out with Yates. Before he allows her to leave he says he will check the scanners. They do not work. The Doctor checks the equipment. Jo asks if he is sure they are back at base. The Doctor says that the atmosphere, temperature and gravity are all correct. The TARDIS judders. They discover they are on the edge of a cliff. The Doctor skirts along a narrow ledge and then helps Jo leap out. As soon as she does the TARDIS falls off the ledge and plummets down the mountain. The Doctor reassures Jo that the TARDIS is indestructible it is just a question of how to get to it. They cannot go down so they decide to climb up and start climbing the mountain. The delegate from Alpha Centauri, an alien creature with one big eye and many arms, presents himself to the King, wishful of a happy alliance. The King informs it that they are just waiting on the delegate from Earth. Hepesh mentions the death of Torbis to the King and this spooks the delegate from Alpha Centauri. The King placates it. The Doctor and Jo reach a ledge but Jo can go no further. They decide to traverse along the ledge in different directions to see what they can find. Soon Jo calls out. The Doctor turns but cannot see her. She pops her head out of a tunnel that she has found. Hepesh shows the delegate from Alpha Centauri into the delegation room where he is met by the delegate from Arcturus, a small green head in a dome which is attached to a computer. The delegate from Alpha Centauri tells his Arcturian counterpart of the death of Torbis which causes him to react with great concern. The delegate from Alpha Centauri is scared but his Arcturian colleague is more angry. He blows up a jar and tells Hepesh that a similar fate befalls anyone who threatens the delegation. In the tunnel system, the Doctor and Jo come across a shrine. The Doctor says he has not seen anything like it before on Earth. Hepesh and the King talk about times of old and Torbis. It is revealed that the King is half Peladonian and half human. Hepesh seems scathing of Earth. Hepesh believes that Torbis was killed by Agador. The King seems confused as to why he was not killed if Agador Rose due to the threat of joining the Galactic Federation. Hepesh says it is a sign but the King is still steadfast. Hepesh considers the delegates to be forming a trap because they despise Peladon and think of it's people as distrustful savages. The King asks Hepesh to summon the delegates to prove them otherwise. The Doctor and Jo find themselves with a number of different tunnels to go down. They hear a roar and decide to go another way. It is blocked but the Doctor's attention is drawn towards a torch. If this is an abandoned tunnel system how is the torch still alight? He pulls it and a door swings open. Going through, they find themselves in the castle. They hear something coming and hide. An Ice Warrior shuffled past. Once it has gone, the Doctor tells Jo of the danger of the Ice Warriors and they decide to head back into the tunnel but they are soon surrounded by guards. The King tells the delegates of Torbis' death. They are all spooked. The King mentions the curse and tries to brush it away. The Ice Warrior delegate wishes to hear of the curse. Hepesh tells of the beast of Peladon - an extinct creature that used to be hunted as a rite of passage. Legend has it that the creature would rise again when a stranger would appear that would bring great peril to Peladon. This story is interrupted by the entrance of the Doctor. The Ice Warrior approaches the Doctor menacingly but then assumes that he is the delegate from Earth. The Doctor goes along with this and he is introduced to all the delegates. The delegate from Arcturus accuses the Doctor of being late. The Doctor explains he spaceship crash landed and enquiries if there is any way of getting it back. Hepesh says he will arrange something and then asks for the Doctor's credentials. The Doctor says they were lost in the crash. The King is not interested in credentials but seems very taken with Jo. Hepesh asks whether Jo is of Royal blood as only royalty or delegates from planets are allowed in the throne room on punishment by death. Jo takes on the role of a member of the royal family and the Doctor plays along, introducing her as Princess Josephine of TARDIS. Outside the throne room, a guard climbs above the door. The Ice Warrior asks what powers Jo has on the committee of assessment and the Doctor says she is just a royal observer. The delegate from Alpha Centauri tells the Doctor of Torbis' death. As the delegates argue, the guard is creating a lever underneath a large statue outside the throne room. The Doctor orders the squabbling to cease and Hepesh agrees. They decide to all go to the delegation room. As they all leave, the King flirts with Jo. Filing down the corridor, the Doctor sees the statue falling and heading directly for the delegate from Alpha Centauri. The Doctor leaps forward and pushes the delegate from Alpha Centauri out the way. Inside the throne room, Hepesh stops the King from going to help. The guard sneaks off. The delegate from Alpha Centauri is very concerned about the accident but the chief Ice Warrior, Izlyr, thanks the Doctor. Hepesh says it was Agador that saved them. The Doctor says the incident needs to be investigated. Hepesh says no investigation need take place as it is just the wrath of Agador. The delegate from Alpha Centauri is very upset that they came to help the people of Peladon and their lives are being put at risk. Izlyr asks for more information from Hepesh about Agador. Hepesh says that it is foretold that when Agador returns he will bring terror and darkness and death will walk with him. Izlyr says that if Hepesh speaks for the King then there is no point in holding the delegation. The delegate from Arcturus agrees. The King enters and refuses to cancel the delegation and brings all the delegates back into the throne room. The King says that all the delegates come from areas that used to be wracked with war and he wants Peladon to follow in their path. Jo sneaks off while the delegates talk. The Doctor says that the delegates have a simple choice; side with the King or with Agador. Jo has snuck up to the balcony where the statue was. She finds footprints and an item on the floor. The delegate from Arcturus makes the Doctor chair of the delegates and says he must decide. The Doctor says the delegation should continue. Izlyr says this puts them all at risk. The King tries to persuade him that isn't the case. The delegate from Alpha Centauri is worried they may be kept there by force. Izlyr gets angry at the thought of this and tempers start to fray. Jo sneaks in within this disagreement. The King begs the delegates to stay and help his people. The delegates say they will adjourn and reach a decision. All the delegates leave but the King asks Jo to stay and dismisses Hepesh. When alone, the King asks Jo if she believes him on a personal level. Jo doesn't answer. The King says that he is lonely. Jo points out that he has Hepesh. The King says he wants younger friends and says that Jo must understand that as a member of the royal family that has to be friends with an old man like the Doctor. He tells Jo that they have a bond and says that she is beautiful. He asks again if she believes him. She says she does. He asks her to speak for him at the commission. Jo becomes cross saying that he wasn't looking for a friend but a political ally. She angrily refuses and says she will remain neutral. Hepesh and the mute guard, Grun, are worshipping at a shrine. Hepesh tells Grun it was not his fault that he failed to deal with the delegates but says that they need to destroy the King's enemies, starting with the Doctor. He sends Grun to destroy him. The Doctor examines what Jo found on the balcony. It is an electronic key made of trisilicate used for operating Ice Warrior spaceships. The Doctor says the footprints must have been that of Izlyr. Jo says he thought Izlyr was in the throne room with them the whole time but the Doctor said he could have slipped away like she did. The Doctor says that the last time he encountered the Ice Warriors they were trying to colonise Earth and Peladon is a very Earth-like planet. He also says that the Ice Warriors are very savage, war-like and strong enough to topple a statue. Jo is unsure. The Doctor points out that it could hardly have been the other two delegates and starts to wonder what their motive might be. Jo asks why she and the Doctor can't just leave. The Doctor says they need to stay now. Jo teases him and says that he can't help but get involved. He says that sometimes he has no choice. Jo says he loves it. They are interrupted by the sound of an alarm. The alarm is attached to the delegate from Arcturus who is in a state of distress. The Doctor examines him and sees that his life support system has been removed. Jo asks what it looks like and, when the Doctor says it is a small box with a number of circuits in it, she begins to look for it. She asks the Doctor if she can search the delegates room as whoever has it will incriminate themselves. The Doctor blocks this saying it is too dangerous. As the Doctor tries to rectify the situation, the other delegates enter and think he is hurting the delegate from Arcturus. The Doctor manages to rectify the situation. Hepesh says this must have been done by Agador. The Doctor says Agador would not have had the technical skills to do this and, while looking at Izlyr, says whoever did it must come from a technologically advanced race. Izlyr rejects the accusation and says that both Alpha Centauri and Earth have the technological capabilities to do it and suggests that they found the Doctor with him. Jo sneaks into the Ice Warriors' room and searches for the delegate for Arcturus' life support system. She finds it in a crate but hears someone coming and hides behind a curtain. Ssong, Izlyr's counterpart, enters and sees Jo's feet under the curtain. He pulls it back and asks what she is doing. Jo says she was looking for the life support and found it. Ssong says that it is not theirs. Ssong goes to show Izlyr and locks Jo in the room. The delegate for Arcturus says he was attacked but his memory circuits have been effected and can't remember by who. The Doctor tells Izlyr that that is very lucky for him and leaves the room. He encounters Grun in the corridor who urgently forces him away. This is watched by Hepesh. The delegates discuss what happened to the delegate from Arcturus. Izlyr says he suspects it was the Doctor. The delegate from Alpha Centauri asks what motive he would have. Izlyr says he may be trying to form an alliance between Jo and the King to create a strong Earth-Pelodonian link which will dominate the Galactic Federation. The delegate from Arcturus says that this cannot be allowed. Ssong enters and asks to see Izlyr. The other two delegates discuss their worries. Izlyr returns and tells the delegates that Jo was found with the life support. Jo is waiting for the return of the Ice Warriors. She notices a high window and pulls a table and a box over and escapes out the window into the stormy night. She skirts along the ledge with rocks falling underneath her feet and reenters through the next window and finds herself in a corridor. Grun gestures that the Doctor should enter a door. The Doctor asks if someone is in trouble. Grun says yes and the Doctor rushes in. Jo is lost in the corridors. She sees a terrifying monster and runs away. The Doctor and Grun are in the cave system. They hear a roar. Grun gets scared and runs off. The Doctor goes after him and but turns back to find out what danger there might be in the tunnel. Jo runs into Izlyr. She is terrified of Agador. Ssong goes to look and finds nothing. Izlyr says this is all part of the trick. Jo says she must find the Doctor. Izlyr says that they also seek the Doctor. The Doctor rushes deeper into the cave system. Jo is led back to the Ice Warriors' room. Izlyr asks why she escaped and she says she was frightened. Izlyr asks if she really saw Agador and she says she did. Izlyr still thinks it is a trick. Jo says that they tried to kill the delegate from Arcturus. Izlyr says it wasn't them but also say that the removal of the life support wouldn't have killed him just made him very uncomfortable. Jo says that the Doctor told her that their species are Warriors. Izlyr says they used to be but now they reject violence. Jo asks why they have a gun. Izlyr says that in order to sue for peace you must survive. Jo asks if it wasn't them that harmed the delegate from Arcturus then who was it. Izlyr still thinks it was the Doctor. The Doctor is rushing through the cave system with Agador in pursuit. He reaches a dead end but sees a torch again and pulls it. He emerges into the shrine room. Hepesh finds him and orders Grun to seize him. He says the Doctor is impure and should not desecrate the shrine. Hepesh has brought the Doctor to the King. He is facing charges of desecrating the temple of Agador. The King is apologetic but says the laws of Peladon state that the sentence for this crime is death. The Doctor tries to explain that he was trying to escape the tunnels and stumbled into the temple, but Peladon is unaware of the tunnels' existence. Jo urges the King to be flexible, given the Doctor's "diplomatic" status, and he agrees to a compromise — trial by combat against Grun in the ceremonial pit. Jo argues with Peladon over his clinging to ridiculous superstitions but is surprised when he proposes to her and asks her to help him change his planet for the better. Hepesh offers to help the Doctor escape before the combat, drawing him a map. He explains he is afraid of the progress Federation membership may bring, then admits he has a powerful ally assisting him. For their part, the delegates must obey Federation law and not interfere with local customs. However, Izlyr tells Jo that, since the Doctor saved him from the statue, he must do everything in his power to repay the debt. Arcturus listens to this conversation with a bug. The Doctor escapes into the tunnels. He finds Aggedor and uses a spinning mirror and a Venusian lullaby to hypnotise him. Just as it seems to be working, Jo arrives and frightens the beast away. The Doctor goes back and tries to explain to everyone that Aggedor is an animal trained to attack anything living beneath the citadel, but Hepesh insists that he be taken to the combat pit. There, he faces Grun with halberds and swords and in hand-to-hand combat. After a long struggle, the Doctor is victorious but refuses to kill Grun. Watching from the edge of the pit, Arcturus and Ssorg draw their weapons and fire. Ssorg is quicker on the trigger and kills Arcturus, who was trying to shoot the Doctor. Hepesh flees, and the others deduce he was in league with Arcturus and sabotaged the life support with his directions. The planet Arcturus is poor in mineral wealth, and he had hoped to arrange a separate mining treaty. Peladon asks the delegates to help him avert a civil war with Hepesh. While they discuss the situation, Grun slips into the tunnels and attacks Hepesh to atone for having been manipulated. Hepesh's guards manage to overpower Grun and leave him for the Doctor to find, whereupon the two put aside their differences and pursue Hepesh. Jo and the Ice Warriors finally convince Alpha Centauri to bend the rules and support King Peladon, but they find that all their transmitters have been sabotaged and they are cut off from their orbiting spacecraft. Hepesh leads his followers in a revolt, quickly defeating the royal guards and capturing the King. The Doctor and Grun find Aggedor and hypnotise him again. As Hepesh gives the delegates a chance to leave the planet peacefully, the Doctor leads Aggedor into the throne room. He explains that, although they were thought extinct, Hepesh found one Aggedor and trained it to do his bidding. Aggedor attacks and kills Hepesh in a rage after being controlled for so long. Peladon now has no problem ordering the rebels to lay down their arms. Although the TARDIS has been dragged up from the valley below, the Doctor and Jo decide to stay for Peladon's coronation. The Doctor reminisces about other coronations he has witnessed and speculates that their journey to Peladon was no accident, but a contrivance by the Time Lords to have the Doctor deal with this crisis — he didn't get the TARDIS working after all. Aggedor then wanders in to see the Doctor; he has become rather fond of the Time Lord. The Doctor leads Aggedor off to his enclosure as Peladon comes in to ask Jo for an answer to his proposal. She tells him that she can't marry him and she is not really a princess. Peladon says that he never cared about her rank but accepts her decision. As the Doctor and Jo head to the throne room, they encounter an embarrassing visitor — Amazonia, the real Earth delegate, delayed and indignant. They decide to slip away and watch some other coronation instead. As Amazonia, Ssorg and Izlyr come into the room where the TARDIS is stored, they see it dematerialise; Amazonia is left gaping and speechless. The Third Doctor and Jo visit the Master, now a captive on a small island prison after being captured by UNIT. The Master is being held indefinitely and is the only prisoner. He is watched by CCTV, and the island is patrolled by armed guards — trained to resist the Master's hypnotic powers — and even protected by minefields. He claims to have reformed, but refuses to reveal the location of his TARDIS. As they depart, the old-school, patriotic governor, Colonel Trenchard, tells them that some ships have been disappearing mysteriously. Shortly afterwards, he visits the Master, and it becomes clear that they are in league. The Doctor cannot resist investigating, so they visit the nearby naval base, HMS Seaspite, run by the efficient Captain John Hart; despite the Doctor's eccentric behaviour — he claims to have known Nelson personally — an alliance forms. The Doctor states that that the linear scorch pattern was caused by a concentrated beam of heat from under the sea. Hart is in charge of the adaptation of the sea fort to a sonar testing station. The Doctor and Jo make their way to the sea fort. While investigating the fort, their boat explodes. They then find the body of one of the maintenance crewman, Hickman. Jo then hears something shuffling towards them. It is the second crewman, Clark, who is now half-mad. He is ranting about "Sea Devils". The Doctor and Jo try to calm him down. They find that the radio was ripped out. The Doctor decides to go get a transistor radio in order to turn it into a transmitter. On his way, he encounters a hostile reptilian Sea Devil, who fires at him. When it tries to break in, it is injured and flees. Shortly afterwards, the Doctor finishes his transmitter, and they are rescued. Captain Hart decides to find them after they apparently disappear. The Doctor and Jo attempt to get Hart to tell a higher authority. His assistant gets a call from someone ranting about Sea Devils. The Master comes to HMS Seaspite to steal some equipment. Colonel Trenchard follows, providing a distraction, but Jo sees the Master leaving. The Doctor and Jo confront Trenchard, and he tries to dissuade them by showing that the Master is in his cell. The Master knocks out a guard and grabs his knife. Trenchard then gets the Doctor to go and see the Master, who attempts to kill him, first with a gun and then with a sword. The Doctor and the Master engage in a sword fight. The Master then throws a dagger at the back of the Doctor's head. The Master misses, and the Doctor is unharmed. Trenchard enters and decides to lock the Doctor in the prison and attempts to capture Jo. The Master tells him that he intends to use the reptiles as an army to conquer the planet. It is revealed that the reason Trenchard is helping the Master is because he believes they are fighting enemy agents. Meanwhile, Jo comes and frees the Doctor. The Master and Trenchard give chase, and the Master uses the machine to summon a Sea Devil from the ocean. The Doctor and Jo are trapped between the Sea Devil, the Master, and a minefield. The Doctor is forced to employ his sonic screwdriver to repel the Sea Devils by exploding mines on the beach. While the Doctor and Jo navigate through a mine field, a Sea Devil attacks another submarine. The Doctor and Jo flee to HMS Seaspite, where Hart tells them another naval submarine has disappeared. Meanwhile, the Master returns to his cell to begin work on a new device. He activates it, and it calls the Sea Devils to him. They attack the prison, killing the guards. A battle for the prison rages. Trenchard, who believed he was aiding his country against enemy agents, is killed. The Reclaim heads out to investigate a section of seabed. The Doctor goes down in a diving bell. When they offer to pull him up, he refuses; however, his communication system fails, and Captain Hart orders the crew to pull up the diving bell. When it reaches the ship, it is empty. The Sea Devils take the Doctor to their leader. The Doctor enters the Sea Devils' base and tries to encourage peaceful negotiation, recalling how he had failed to broker an agreement between mankind and the Silurians. The Master arrives to incite matters by trying to provoke war. Walker, the parliamentary private secretary, arrives to "solve" the sinking ship problem by dropping depth charges. Meanwhile, the Doctor has gained the upper side of the argument — the Sea Devils agree to consider diplomatic relations. The depth charges disrupt the negotiations. The Master convinces the Sea Devils to take the Doctor away and kill him. He also convinces them to attack one of the naval bases. In the confusion caused by the depth charges, the Doctor escapes, gets a Silurian gun from a fallen Sea Devil, and uses it to melt a door and rescue two of the submarine crew. They rescue the others still in the submarine. The leader of the submarine crew kills one of the Sea Devils with the gun that the Doctor picked up; it is implied that others were killed on the upper level of the sub. They try to leave, but the Sea Devils hold them back with a force field. They fire torpedoes to provide thrust and escape. The Doctor confronts Walker about his depth charges, which have just made the Sea Devils angry. The Sea Devils rise and attack the HMS Seaspite. The Doctor attempts to go to negotiate again. As they round a corner, a Sea Devil appears and raises its gun at them. The Doctor fights the Sea Devil off with Venusian karate, but another captures him. The rest of the Sea Devils capture the rest of the people at the base. Jo, Captain Hart, and Mr Walker are held in one of the offices at the base. The Master tells the Doctor that he needs help to complete his machine so he can revive the colonies all over the world. Meanwhile, Jo escapes through a ventilation shaft. She reaches the Doctor, and he tells her that he will deal with the guards; he sends her back to retrieve Captain Hart and Mr Walker. The Doctor makes the machine emit a shrill noise, which puts the Sea Devils in agony. Captain Hart escapes with Jo, but Mr Walker retreats into the office and shuts himself back in when faced with a Sea Devil, even though the creature is incapacitated by the noise from the machine. The Master shuts off the machine, and the Doctor apologises for the "mistake" that caused the noise. The Sea Devils, the Doctor, and the Master head back to the Sea Devil base. The prisoners retake the base. A soldier arrives, and the Doctor orders him to keep watch over the Master, but the Master hypnotises him and escapes. The Doctor chases after the Master, and they reach the base, where multiple Sea Devils capture them. Meanwhile, Walker orders a nuclear strike. The Doctor sabotages the machine, and the two Time Lords are imprisoned. The Doctor reveals that he reversed the polarity of neutron flow, which will cause a massive explosion. The Time Lords escape by using the Doctor's sonic screwdriver to get out of their cell; they find diving suits and exit the base. They rise to the surface and are rescued just before the base explodes, and the Sea Devils are destroyed. The rescuers call an ambulance for the Master, who seems to be very ill; however, when the ambulance arrives, they realise that the man is not really the Master, but someone else wearing a disguise — the Master has hypnotised him and forced him to impersonate the Master. They realise that the Master is escaping in a hovercraft. Too late to do anything to stop him, all they can do is bitterly watch their foe taunt them as he scurries away to freedom. On the polluted world of Solos, an old man flees through the desolate remains of a forest. Screaming, "Mutt! Mutt!", the Marshal of Solos chases the old man, followed grudgingly by Stubbs and Cotton. Pausing to pick up the Marshal's dropped oxymask, essential in the toxic Solonian air, Stubbs and Cotton briefly lose their commanding officer in the thick mist. They find him standing over the corpse of the old man. The dead Solonian has jagged deformities on his back. The Marshal orders his men to log it: another dead Mutt. Back on 20th century Earth, the Doctor and Jo are interrupted by the sudden appearance of a message pod from the Time Lords. His TARDIS is already programmed with its destination and, despite his objections, Jo joins the Doctor as it sets off for Skybase One in orbit of Solos. Arriving in the Skybase's broom cupboard, the Doctor explains to Jo that they are at the end of the Earth Empire's reign. At the Skybase's Transmat facility, Solonians are beaming up from the planet to attend a conference with the Overlords, the planet's colonists from Earth. Ky arrives and is greeted by Varan. The greeting is anything but friendly. Ky makes it clear he considers Varan the lackey of the Overlords. They argue over the status of the Mutts. Varan considers them a disease to be weeded out. Ky believes it murder of his people. The argument escalates. Ky accuses the Overlords of polluting his world and enslaving his people. Varan and he nearly come to blows. The fracas is prevented only when the group is shepherded to decontamination (save Varan, who is sent to see the Marshal). Only one guard and one Solonian, Varan's bodyguard, remain in the Transmat lobby. The guard notices the Solonian is hiding his hand. Grabbing the limb, the guard sees it is green and scaled. He screams for help, only to be killed by the mutated Solonian. In their private conference, Varan is furious with the Marshal that Ky has been allowed to attend the conference. Wiser than his native representative, the Marshal insists that Ky not become a martyr. He has a plan for Ky and needs a trustworthy Solonian from Varan. The Doctor uses his sonic screwdriver to burn out the lock on the cupboard doors, breaking and entering into Skybase One. This intrusion is detected by a communications operator and a klaxon whines. "Attention. Attention. Computer confirms door malfunction in storage area four." Jo responds, "That's us." The Doctor replies, "Yes, I know. I'm not sure I like being described as a malfunction." Two guards, Stubbs and Cotton, are in the middle of a chess game during their break. Responsible for checking the status of the base, Stubbs thinks they should deal with the door malfunction, but Cotton talks him out of it, reasoning that they just got back from a "Mutt" hunt and should put it off until morning. Cotton also mentions that their superior, "His Nibs", the Marshal, won't be "rushing about tonight". The Marshal explains to Varan that he needs someone completely trustworthy under his wing. Varan assures him all his warriors are loyal to him and will fight to the death if he orders so. Satisfied, the Marshall gives him a pass. Varan approves of it, but the Marshal is concerned Ky won't be as enthused about accepting a handout from a human and sends him off with the request that he will want to see the dependable Solonian man he offered to recruit. When Varan has exit the Marshal's office, his true, duplicitous nature shines through in a moment of solitude. The Marshal takes a moment to recognise how gullible Varan was, muttering to himself, "The fool." As they explore the Skybase and venture deeper into the corridors, the Doctor and Jo find nobody around. The Doctor calls out, hoping to get a reply. When that merits no answer, they wander into storage area 3. The Doctor tries to open a closed door panel, but it remains shut. He pulls out his sonic screwdriver again and begins disabling the lock again. Just as he remarks that they "can't wander around all night without nobody noticing", they are attacked by the mutated Solonian bodyguard. Jo spots him moments before the Doctor cracks the door lock. The door shuts on the bodyguard's arm and traps him in place. The Doctor tries to prevent him from forcing his way out by holding the door hatch closed. A second warning is issued by the comm operator. Instead of a passive notification, this one is an urgent warning demanding action at once. Stubbs and Cotton are dispatched to investigate the door's failure, no longer given the leniency to shirk off their duties. Stubbs instantly regrets listening to Cotton when they should have gone to investigate the first malfunction and how much trouble this bungle has caused them. Finding the Doctor and Jo under attack, they order them to get away from the door. The Doctor protests that doing so is foolish because the man who attacked them could quickly overpower them with his mutated hand. Cotton has little other choice but to shove the noncompliant Doctor and Jo away from the door. Once the bodyguard charges through, Stubbs doesn't hesitate to shoot him, killing the Solonian. He delivers a report into his communicator that he and Cotton have investigated the storage malfunction, coming into contact with a mutant native and destroying it. He also declares that they have found two "non-personnel" in a restricted area, which will now be held, presumably until they are identified. Casual at performing his job, Stubbs is friendly enough to greet the Doctor and politely asks him and Jo if they will please come with them to reception. The Doctor surmises they don't have a choice to refuse and have to follow the guards. Stubbs and Cotton take the Doctor and Jo into custody. The Doctor questions Stubbs about reporting a mutant native, and Stubbs confirms this is right. The slain Solonian can be seen with ridges protruding down his back along with the mutated arm. With Varan's bodyguard dead and two trespassers found, the Marshal is being dressed down by his superior, an Administrator from Earth. The Administrator has a bombshell to be dropped at the conference. The Empire is pulling out of Solos. Earth is near economic, political and environmental collapse. An empire is a luxury they can not afford at this point. The Marshal is livid. He believes this to be all the more reason their colonisation of Solos is imperative. The Administrator scoffs. It would require genocide of the already mistreated Solonians. The decision has been made. Ky will be getting all he demands. As the Administrator leaves the room, the Marshal summons Varan again. After waiting in the reception room overnight, the Doctor and Jo await the arrival of officials. Wearing sunglasses, Jo peers out through a porthole and remarks that they can now see the planet Solos in daylight but is dismayed by how "grey and misty" it is compared to Earth. The Doctor regretfully informs her that there is no difference in forethought. This is a time period where the people are used to the crumbling thirtieth century Earth empire, by which time the people of Earth have tarnished the beauty of the once blue planet with over-industrialisation, making even more grey and misty than Solos. He describes 30th century Earth as "land and sea alike, all grey. Grey cities linked by grey highways across grey deserts." Jo is appalled to learn this. The Doctor grimly reminds her how humanity can go too far with its exploits. "Slag, ash, clinker. The fruits of technology, Jo." Before heading to the conference, the Marshal and Administrator stop to interrogate Jo and the Doctor. However, the Doctor has had time to submit statements which explain their intentions for coming to Skybase One, tactfully leaving out the part that they arrived from an entirely different time period. The Doctor says they came to the Skybase from Earth, sent by Overlord Centre. The Adminstrator sees the Doctor is referring to the council on Earth but is confused by their arrival because the council's interest in Solos has ended. Spinning a yarn, the Doctor has him think the council thought otherwise when they sent him and Jo up to the Skybase. The Marshal, an insidious man at heart, is quick to suspect them out of paranoia that his underhanded dealings have been caught, and these two strangers threatening to expose him as a crook. The Administrator is more sanguine. He tries to allow the Doctor to speak and be reasonable in the company of an evidently perturbed and vocal Marshal, but to no avail. The Marshal drills the Doctor with questions about his departure time. When the Doctor gives him a hazy reply, the Marshal is convinced he's lying altogether, more so because he lacks a clearance pass. When the Doctor argues why it is important he knows how they got to the Skybase, the Marshal browbeats him and concludes he and Jo are from Solos. Exasperated, the Doctor reasons with him that they had a mission to give someone on board Skybase One a container by presenting both the Marshal and the Administrator with it. However, it refuses to unlock for anyone. Since it will only open for the person it is meant for, neither of them are supposed to possess it. The Doctor is unable to prove it is safe because he cannot open it, either. The Administrator perceives the offering of the sealed box as a joke, and the Marshal believes it can be opened with force. He snatches Stubbs's gun and attacks the container, shooting it twice. It huffs with smoke from the laser impacts without even leaving a scratch on it. Infuriated, the Marshall thinks it is the handiwork of saboteurs in league with the Mutts. Annoyed, the Doctor snips, "Oh, don't be a fool. If we were saboteurs, that'd be a bomb, and thanks to you we'd all be blown to smithereens by now." Jo also comes to the Doctor's defence when the Marshal is sceptical they're being truthful about their mission, but it still doesn't get through to him. After touting multiple wild accusations toward the Doctor and Jo, the Marshal's innate fear of being caught finally causes a slip of the tongue. In an irrational blurt, he believes them spies from Earth, special agents from the council sent to check up on him. Cotton enters, telling the officials the Solonian delegates are ready to see them. The Doctor tries to have the Marshal take the box with them in case the person who is intended to have it is present at the conference. Stubborn and snide, the Marshal dismissively says there are "far more important things" to be dealt with than a simple box or two suspicious occupants of Skybase One. Whoever they are, they can wait until after the conference with the Solonians. Regardless, he leaves Stubbs posted with the Doctor and Jo and makes it clear he doesn't want them to leave Stubbs's sight, not willing to turn a blind eye at the unwelcome pair on his base. As the representatives of Solos assemble, the Marshal passes a small device to Varan. Varan passes it to his son. The conference is being telecast throughout the Skybase. The Administrator begins his speech to the Solonians. Watching the telecast together, the Doctor uses the distraction to overpower Stubbs and make his way to the conference with the message pod. The Administrator's speech, though intended as conciliatory, comes off as condescending and bombastic. Ky disrupts it several times. As they shout at each other, Varan's son shoots a dart from the device. It strikes the Administrator in the neck. He drops dead. The conference erupts into chaos. The Marshal orders Ky's arrest. He flees the conference chamber, nearly colliding with the Doctor just outside the door. The momentary contact has an immediate effect on the message pod; it begins to open for Ky, its intended recipient. Despite the Doctor's protestations, Ky grabs Jo as a human shield and continues to run. He pulls her into the Transmat as the Marshal orders his men to open fire. Their blasters turn the Transmat into a shower of sparks. The smoke clears. The Transmat chamber is empty. The Marshal points out Jo's safety may be short-lived. She has no oxymask, nor shall she long survive on Solos without one. At the Transmat's ground station, Ky and Jo materialise amidst klaxons. Dodging fire from the ground station's lone guard, they escape through an airlock onto the polluted world. They are pursued by more troops, but this is to their advantage. Ky overpowers one and takes his oxymask. High above in the Skybase, the Marshal has assumed command in the wake of the Administrator's death. He strikes a bargain with the Doctor — open the message pod, and the Marshal's men will try to save Jo. The Doctor agrees reluctantly. He is escorted to the Skybase's lab. The Marshal assigns his own scientist, Jaeger, to assist. Jaeger is put out by the distraction from his own work on the Solonian atmosphere but complies. The Marshal turns to the loose ends of the assassination. He kills Varan's son with the dart-gun and tries to do the same to Varan himself. Varan escapes, but the Marshal declares him a Mutt and orders him captured and executed. With Jaeger's reluctant help, the Doctor builds a particle reversal device to see the contents of the message pod. Stunned when the process works, Jaeger realises that particle reversal could convert the Solonian atmosphere to a more habitable one in days. Seeking shelter in a cave, Ky explains his people's suffering to Jo. Meanwhile, Stubbs is joined by the Doctor in the search for Varan. They think they have him cornered, but Varan disarms Stubbs and nearly kills him. The Doctor's crack shot with a blaster takes the blade out of Varan's hand. Having learned the truth about the assassination from Varan, Stubbs is now the Doctor's ally, albeit clandestinely. They lie to the Marshal, claiming Varan is dead. The Marshal, meanwhile, has coaxed Cotton into lying also, corroborating the Marshal's claim that Jo has been found and is in a hospital on Solos. Their deceptions at an impasse, the Marshal shuffles the Doctor off to Jaeger's project to alter Solos' atmosphere. Jaeger uses the Doctor's outrage at the proposed method — rockets launched into the atmosphere, killing all the Solonians as a "side effect" — to manipulate him into offering his particle reversal method as alternative. Cotton speaks to the Doctor discreetly. He explains that Stubbs has brought him in on their side and tells him the truth about Jo. The Doctor and Cotton devise a method to get the Doctor off the Skybase. Then the Doctor turns the tables on Jaeger, using his enthusiasm for particle reversal to make him a patsy for the escape. Stubbs informs Varan of the plan to get off the Skybase. Though suspicious, he appears to agree. The Doctor overloads the Skybase power, stunning Jaeger. He makes his way to the Transmat, only to be grabbed by Varan. With his blade at the Doctor's throat, he growls, "Die, overlord!" With Varan literally at his throat, the Doctor transmats to Solos. As the two emerge from the transmat chamber, the Doctor incapacitates his assailant with some Venusian aikido. He extracts Varan's word as a warrior that he will take the Doctor to Ky. Despite the onset of a firestorm in the sky (a "side effect" of the Marshal's manipulation of the atmosphere), they set out into the Solonian night. Elsewhere on Solos, Ky and Jo watch the same firestorm before a group of agitated Mutts forces them to retreat deeper into the cave. After expressing his frustration with Jaeger by means of a cathartic yelling session, the Marshal orders his scientist to go ahead with the original, more genocidal atmosphere modification plan. He summons Stubbs and Cotton to his office. They are understandably apprehensive, what with their recent treason. They are dressed down, but the Marshal does not consider them traitors, merely incompetent. He sends them down to Solos to pursue the escaped Doctor and Varan, flushing them out of the caves with gas grenades. Varan's tracking leads them to Ky and Jo's fire. Despite Varan's protests that he will go no further, the two proceed deeper into the cave after their quarry. Ky, meanwhile, fends off a mob of increasingly agitated Mutts. The Doctor and Varan's arrival helps quell the beastly melee, but Jo has run deeper into the caves. She finds a chamber of light and sound, driving her to unconsciousness. A figure in a protective suit emerges and moves to her side. The Doctor finally gives the message pod to Ky. In his hands, the pod opens, revealing a set of stone tablets. Varan and Ky, expecting weapons, are disappointed. Ky identifies the markings on the tablets as ancient Solonian writing; no one understands it anymore, as the Overlords have destroyed their culture. Varan storms off, declaring he shall lead his village against their human oppressors. Ky and the Doctor, meanwhile, begin searching for Jo. The Marshal begins deploying his gas bombs. He sends Stubbs and Cotton deeper into the caves after the Doctor. Monitoring them on his radio, the Marshal overhears their friendly greeting to the Doctor, then sets off an explosive to seal them in. Varan returns to his village. It is deserted save for an elderly Solonian in the midst of transforming into a Mutt. He is horrified to see the beginnings of the transformation on his own arm, then hears a voice in his head, telling him to "go to the place of sleeping and light." As Jo recounts her experience in the mysterious chamber, Stubbs reconnoitres, only to find the caves are sealed and the gas is closing in. The figure in the protective suit emerges again. It gestures for the Doctor and his entourage to follow. It leads them to a lead-lined chamber deep in the caves. "Professor Sondergaard, I presume," quips the Doctor. While the Marshal orders his men to continue sealing the caves, Sondergaard says Jo wandered into a chamber of intense radioactivity. He believes that, while there are normal changes in the ecosystem as the five-hundred-year seasons change, Jaeger's experiments altered the natural balance. The Marshal returns to the Skybase and orders Jaeger to begin the bombardment of Solos with ionisation rockets to change its atmosphere. Below, Ky opens the pod again to display the tablets. Sondergaard tries to translate them. He declares them the Solonian equivalent of the Book of Genesis, but his attempts to scry meaning from them are interrupted by the cave's continued collapse. Ky, Jo, Stubbs and Cotton head out to the relative safety of Varan's village, while the Doctor and Sondergaard remain to continue the study of the tablets. The Doctor hits upon the meaning of the tablets — a calendar of the five-hundred-year Solonian seasons — and interprets one symbol as referring to the radiation of the chamber. Sondergaard and he set off to explore further. Varan addresses his few remaining warriors. He is interrupted by a report of the approach of Overlords. When Stubbs, Cotton, Ky and Jo arrive, they are ambushed and forced to surrender their guns. Varan declares his plan for revenge, to attack Skybase using his captives as hostages and shields. As they plunge deeper into the radioactive chamber, the Doctor is forced to leave Sondergaard when the radiation overwhelms his suit. At the heart of the chamber, the Doctor finds a glowing statue with a green crystal set in it, which he pockets. He retrieves Sondergaard and leaves the chamber. Aboard Skybase, the Marshal's plan is forced to accelerate. An Earth Empire investigator will be arriving shortly. Unbeknownst to him, Varan has already taken a transmat ground station and is beaming aboard. The Doctor tries to analyse the crystal he retrieved, but Sondergaard's equipment is too primitive. They, too, set out for Skybase. The launch of the ionisation rockets is imminent but momentarily interrupted when Varan's incursion is detected. The Marshal orders the countdown to continue while he assembles a squad to repel the intruders. They ambush Varan's warriors, slaughtering them with superior weaponry. The Marshal personally dispatches Varan. Unfortunately, his blaster fire tears a hole in the Skybase's hull, blowing Varan out into the vacuum. As the ionisation rockets launch, the Marshal, Ky, Stubbs, Cotton and Jo all cling for their lives as the air rushes out into space. Jo, Ky, Stubbs and Cotton struggle out of the depressurised chamber. They find themselves arrested by the Marshal and facing summary execution. The firing squad takes aim, only to be stopped at the last moment by an irate Jaeger. Unconcerned with the welfare of the Marshal's captives, Jaeger is livid that his rocket barrage was a complete failure. Due to poor maintenance and the Marshal's unreasonable timetable, the rockets poisoned Solos' surface rather than ionising its atmosphere. Jaeger mentions the investigator in passing, and Stubbs and Jo drive home the point. Even with them executed, the Marshal's men are tired and want to go home. One of them will report the true state of the Solonian occupation. The Marshal seems unconcerned. If necessary, he will blow the investigator's ship out of space. Jo bluffs the Marshal, claiming that the Doctor is the investigator's advance party. On the planet below, the Doctor and Sondergaard find the bombardment waning but the damage done. The plant life is already contaminated by the ionisation crystals. Sondergaard is too weak to continue, but he insists the Doctor go to Skybase to solve the mystery of the green stone. The Marshal returns to Solos to capture the Doctor personally. He hopes that, with Jo a hostage, he can persuade the Doctor to use his particle reversal techniques to clean up the environmental mess on Solos before the investigator arrives. The troops track the Doctor through the mist, but he overpowers one and flees to the transmat ground station. The chase continues onto Skybase, where the Doctor finds his captive friends. He is about to release their handcuffs with his sonic screwdriver when the Marshal steps out, springing the trap. He blackmails the Doctor into cooperating. The Doctor outlines his plan to Jaeger: use the transmat's macrophaser to effect particle reversal in swaths across Solos. This will, of course, necessitate shutdown of the transmat system. Jo slips out of her cuffs and disarms the guard. Cotton tries to contact the investigator's ship, but guards are already at the door. Luckily, Stubbs holds them off. They are unwilling to fire on one of their own. The Marshal arrives and demonstrates no such hesitation. He sprays the room with blaster fire. Even as the investigator is contacted, Stubbs is gunned down. Leaving his fallen friend behind, Cotton leads Jo and Ky to an escape: the transmat. They enter the transmat, only to find it offline; the Doctor's procedure has just begun. Sondergaard has returned to the cave. He is nearly accosted by a guard, only to be saved by a Mutt. Mutts have gathered. Sondergaard explains what he has learned. They have one chance: the Doctor. Far above, the Doctor and Jaeger begin sweeping their particle reversal beam across the planet. It undoes the damage of the rockets, but the Marshal is not satisfied. He threatens Jo if the Doctor does not terraform the planet further. Just then, the investigator's ship approaches Skybase. Jo, Cotton and Ky are kept as hostages to ensure the Doctor does not expose him to the investigator. Cotton realises that the Marshal has ordered them held in the thaesium storage chamber, a chamber that will be flooded with radioactivity as soon as the investigator's ship refuels. Outside Skybase, the ship slowly moves to dock. The investigator arrives, immediately suspends all troops loyal to the Marhsal and begins his inquiry. With Jo in his grasp, the Marshal has an unwilling ally in the Doctor. The fuel probe from the docked ship enters the thaesium chamber. Jo, Ky and Cotton climb in, hoping to escape the radiation in the ship. They make their way to the inquiry. With Jo safe, the Doctor speaks freely. He accuses the Marshal of genocide. The Marshal erupts with rage, sputtering that the Mutts should be wiped off the face of the planet, which persuades the investigator. However, the investigator is obligated to due process and insists on proof of the Doctor's claims about the Solonian mutation. Sondergaard arrives on Skybase and tries to corroborate the Doctor's claim. He is followed by a Mutt, whose presence throws the proceedings into chaos. In the brouhaha, the Marshal grabs a blaster and guns down the terrified Mutt. The violence persuades the investigator to reinstate the Marshal's command. While the Doctor, Sondergaard and Jo flee, Cotton attends to Ky, who has been ill since their experience in the refuelling chamber. He pays for his compassion. The Marshal orders Cotton and Ky thrown back in the refuelling chamber, despite the thaesium radiation being at a lethal intensity. The Doctor seals himself in the lab. Sondergaard and he try to analyse the green stone. They put it under the particle reversal machine and realise it must be the catalyst that allows the thaesium radiation to bring the Solonians to their next stage. The Marshal blasts his way in. He orders Jo and Sondergaard thrown in the radiation chamber with Ky and Cotton. He does not know this is exactly what the Doctor wishes. With the combination of the stone, the radiation and Ky, the mutation should succeed this time. The Marshal keeps the Doctor in the lab to complete the terraforming. Sondergaard gives Ky the stone, and the Solonian begins to change into a Mutt, faster than any of the previous transformations. The Doctor continues to work under the watch of Jaeger and the Marshal but uses the distraction of the investigator bursting in to switch a pair of wires in the particle reversal device. The investigator has learned he is now the Marshal's prisoner. The Marshal intends to transform Solos into a "New Earth" and make the investigator's crew his first batch of settlers. The Doctor points out that he said the Marshal was quite mad. Ky's transformation completes. He emerges from the larval Mutt stage as a glowing, telepathic and almost omnipotent being. He thanks Sondergaard for his help and disappears, opening the door almost as an afterthought. The now godlike Ky floats through the corridors of Skybase. The guards he passes fall dead as he goes. In the lab, Jaeger throws the switch on the Doctor's device, only to be killed in the blast as his sabotage does its work. The Marshal trains his gun on the Doctor, but Ky appears and vaporises the Marshal in retribution for his torture of the Solonians. Ky thanks the Doctor and vanishes. With Sondergaard staying on to help the Mutts complete their transformation and Cotton appointed to oversee the withdrawal of the Skybase to Earth, the investigator wants the Doctor to return to Hyperion and give a full account of his involvement with the Solonian affairs. Aware that he is a complete, unqualified stranger masquerading as an official, the Doctor makes an excuse to leave by saying that Jo doesn't look so well, and Jo catches the hint. The Doctor and Jo head back to the TARDIS before the investigator can learn he's a phony. With a terrible pun, the Doctor returns to his blue box in the broom cupboard, breaking out the same way he broke into Skybase One — using the sonic screwdriver on the door controls. As the TARDIS departs, a familiar alert on the comm speaker brings their adventure full circle. "Attention! Attention! Computer confirms malfunction in storage area four. Investigate, please. Investigate, please." The Doctor sits before the Master, who stands next to a crystal, laughing. Explosions resound. In UNIT HQ, Jo wakes the Doctor. He enquires if there have been any reports of volcanic eruptions or earthquakes lately. Elsewhere, the Master — or Professor Thascalos, as he calls himself — holds the crystal the Doctor saw in his dream. He's in a laboratory at the Newton Institute, working with Dr Ruth Ingram. The crystal, the Master claims, is no different than any other piece of quartz, yet it is. Stuart Hyde, a co-worker, enters. The Master leaves them to conduct further experiments. After he has left, Ruth says she doesn't know which is more annoying, "his dictatorial manner or that infernal courtesy of his." At UNIT HQ, Mike Yates points out the Thera islands, where the quakes have struck. Jo mentions Atlantis, telling the Doctor that Thera is reputedly its location. The Doctor talks to the Brigadier on the phone and tells him to put out a warning to every UNIT section and HQ, because of a dream he had about a half hour ago. He says he is too busy to see the TOMTIT demonstration at the Newton Institute, so Benton is asked to go instead. At the institute, the Master hypnotises the Director, Dr Charles Percival, into believing him about his TOMTIT experiments and his credentials. In the lab, Ruth and Stu decided to run the test without "the Professor". Outside, a window cleaner observes their efforts, having been distracted from his work. At UNIT HQ, the Doctor uses a time sensor to detect the Master. It shows a TARDIS in use. The experiment at the institute shows the jar at one end disappearing and reappearing at the other. Looking at the clock outside his window, the Master notices it has slowed down. The experiment is causing an overload, but Ruth and Stu contain it. Outside, the window cleaner falls from his ladder. The Doctor and Jo decide to follow the signal. They set off in Bessie. Back at the institute, the Master confronts Ruth and Stu, berating them for their foolishness. They tell him about the overload, and he tells them they were drawing power from outside time itself. Stu looks out the window; a convoy is approaching with a UNIT Jeep in it. The Master tells Ruth and Stu to leave him to his work. The Doctor and Jo realise that the signal must be coming from Wootton, where the institute is. Using Bessie's super drive function, they speed along. UNIT arrive at the institute and find the window cleaner, alive but injured. The Brigadier, Benton, Dr Cook, his aide Proctor and Percival enter the control room with Ruth at the research station. Cook complains about his pheasant lunch and expenditures. The Master enters in a radiation suit, his features hidden. The test begins, and Ruth warns the Master that the power is overloading. Stu is in the crystal room. He gets too much power and can't control it. He calls to them to switch off. Ruth shouts the warning at the Master. The Master only yells out, "Come, Kronos, come!" The Doctor and Jo arrive in Bessie. Jo seems to freeze. The Doctor runs to the laboratory, where he orders Ruth to reverse the polarity and cut the power. They go to help Stu, only to find he has been aged to an eighty year old man. Different theories are suggested — radiation and a change in metabolism, both of which the Doctor denies. The Brigadier points out that the only thing that makes people age naturally is the passing of time; the Doctor realises this is the explanation — Stu's personal time has been vastly accelerated. They learn that Professor Thascalos is the Master — Thascalos is Greek for Master. Stu wakes up and starts rambling. The Doctor demands he tell what he saw. With difficulty, Stu replies "Kronos!" The Doctor and Ruth go back to the laboratory whilst the Brigadier orders troops from UNIT, as well as the Doctor's TARDIS. He tells Percival to order an evacuation of the building of all but essential personnel by 3 o' clock. Meanwhile, Ruth shows the Doctor the crystal. He explains that outside space-time live creatures called Chronovores, time eaters. Kronos is the most fearsome of the lot. The crystal is the original from Atlantis, which summoned Kronos. Long ago, in Ancient Atlantis, Kronos begins to stir. Percival finds the Master in his study and panics. The Master hypnotises him into not worrying and continues with his sums. Both the Doctor and the Master are confused about the earlier power build up, which logically shouldn't have happened. The Doctor discovers that the crystal has been moved through interstitial time. This means it really is the original crystal used to summon Kronos in Atlantis. The Master tricks Benton out of the laboratory by faking instructions from the Brigadier. Benton, however, climbs back in through the window, having seen through the Master's ruse. The Master knocks him out and summons an Atlantean priest called Krasis. Whilst the Master orders Krasis to give him the secret to controlling Kronos, Benton escapes and warns the Doctor. Kronos is summoned and devours Percival. The Brigadier, Benton and Ruth run towards the lab and begin to run in slow motion. The Doctor notices what is happening and pulls them out of the time field. Stu's ageing is suddenly reversed, returning his age to twenty-five. The Doctor orders them all back inside. The Master returns Kronos to the crystal, which Krasis claims is but a portion of the original. In Atlantis, Hippias asks Lord Dalios if the time has come for Kronos to return at last. Dalios is old enough to remember the time of Kronos and fears his return. He shows Hippias the true crystal, which is guarded by a "horrible" creature. The Doctor cobbles together a time flow analog, which works like jamming a radio signal. It works until the Master uses the TOMTIT device to overload it. He sets about delaying the convoy from UNIT, using a medieval knight, a troop of Roundheads, and finally, a German V1 "doodlebug" bomb. The Brigadier, Jo and the Doctor watch as the bomb explodes where the convoy is. The Doctor, Jo and the Brigadier go to meet the convoy. Fortunately they are unharmed. Ruth, Stu and Benton go to the laboratory to stop the Master. The Doctor and Jo follow in the Doctor's TARDIS, using the time sensor as a homing device and placing the Doctor's TARDIS inside the Master's. The Doctor explains that if the frequency of the two TARDISes is too high, even by a fraction, a time ram will occur, resulting in utter annihilation. This does not dissuade Jo, so they take off. They end up stuck in a space loop with the Master's TARDIS — if they enter one, they come out into the other. The UNIT convoy arrives at the institute, but the Master freezes them in space-time. Krasis and he escape into the TARDIS, leaving Benton, Ruth and Stu trapped inside the building. As this is going on, the Master taunts the Doctor, pointing out that he could easily throw his enemy into the Time Vortex and refusing to listen to the Doctor. When the Doctor forces the sound of his voice through to the Master's TARDIS, the Master feeds the words back to him and makes them come out as garbled nonsense. In the lab, Ruth and Stu try to turn off the machine. It has no effect on the Brigadier and his men, who are still frozen, and Benton is regressed in age to a baby. With no other options, the Doctor orders Jo to close the door behind him when he steps into the Master's TARDIS. Yet again the Master refuses to listen to reason and summons Kronos, who devours the Doctor. The Master sends Kronos back into the crystal and breaks the lock on the Doctor's TARDIS, sending it and Jo tumbling through the Vortex. Jo hears the Doctor calling to her, along with many other whispering voices. He explains they are his subconscious thoughts and tells her not to listen too closely. The TARDIS is relaying his thoughts to Jo; she follows his instructions and pulls a red handle on the third control panel, allowing the TARDIS to pull the Doctor out of the Vortex. In Atlantis, Dalios holds court. Hippias speaks to the king, saying the people wish for the blessings their ancestors enjoyed under Kronos. Dalios tries to convince his people that Kronos was a curse. The Master arrives in his TARDIS, bringing Krasis with him. Krasis says he has seen Kronos. Dalios takes the Master and Krasis with him to discuss the matter. Later in the courtyard, the TARDIS materialises. The Doctor and Jo are confronted by Hippias and Krasis, who calls the guards. The Doctor and Jo are taken to the king. The Master tries to hypnotise Dalios but fails. He is sent away, and to his surprise sees the Doctor and Jo being brought to the king. The Doctor and Jo meet the king, and Jo is brought to Galleia. The king asks for the Doctor's help to save Atlantis. Galleia and the Master meet to discuss the crystal, with Jo eavesdropping on their conversation. The crystal is in a maze guarded by the Minotaur. Galleia sends Hippias to retrieve the crystal. Jo follows them while Lakis goes to tell the king and the Doctor. Krasis catches Jo and puts her in the maze. She hears a loud roaring. Hippias saves Jo from the Minotaur but is killed in the process. The Doctor arrives and bull fights the Minotaur. It falls in a pit, breaking open a wall to a hidden chamber. The Doctor and Jo find the Crystal of Kronos waiting inside the secret room but are caught by Krasis, who takes the crystal. The Doctor demands to be taken to the king but is taken to the Master, who has taken over with Galleia's help. The Doctor and Jo are imprisoned. The Doctor tells Jo about his hermit friend. Dalios is put in the cell with them and dies there. Galleia presents the Master to the council. The Doctor and Jo are in attendance. The Master announces he will bring Kronos. Jo tells Galleia that the king is dead. Galleia orders the Master seized, but Krasis summons Kronos, whom the Master orders to destroy Atlantis. Jo tries to stop the Master but is taken to his TARDIS, which dematerialises. The Doctor escapes into his TARDIS. The Doctor contacts the Master and threatens him with a time ram. The Master calls his bluff, but the Doctor gives him one last chance. Jo pleads with the Doctor to do it, but when he says there's another way, Jo pushes the button, causing the time ram. Both TARDISes are in a featureless place. Jo thinks they're dead, but the Doctor isn't sure. Suddenly a large female face appears. She is Kronos, and she was freed when the two TARDISes collided. She is grateful for the Doctor's help and plans to keep the Master to torment him. The Doctor asks to take the Master with them, and Kronos agrees. However, the Master makes a run for his TARDIS and escapes. Back in the lab, Stu takes care of baby Benton while Ruth works on the machine. The TARDIS lands back in Cambridge. The machine finally releases the Brigadier and his men, then it overloads. The soldiers enter the room, believing the Master is still there, only to find him long gone. The Brigadier questions Jo's strange Atlantean getup, a spontaneous change from his point of view. However, Stu goes to check on the baby Benton, finding nothing but the clothes he shrank out of. Then, a man rises up from the floor. To everyone's surprise, Benton has returned back to his original age only he's no longer sporting his uniform, but his birthday suit. On Earth, a small orange device is found on a grassy bank. Arthur Ollis, the warden of the bird sanctuary, walks over to it and bends down to examine it. A Land Rover arrives at the cottage where Mr Ollis lives. A man steps out and knocks on the door. Mrs Ollis opens the door and the man introduces himself as Doctor Tyler. He asks her about the device, and she tells him her husband is looking after it. The device is carrying an unusual energy blob that seems intent on capturing the Third Doctor. Tyler goes over to the area, and he and Mr Ollis site each other. Suddenly, there is a crackling noise from the device, and when Mr Ollis bends down to examine it, he vanishes. The birds fly off in panic. Doctor Tyler gets back in his Land Rover and asks to be put through to UNIT. He heads off to UNIT HQ and when he arrives, he meets with the Brigadier, the Doctor and Jo Grant. Tyler tells the Brigadier what happened, and he tells Tyler that he and the Doctor will be happy to help him. When Jo asks him what the box is for, he tells her it is for cosmic ray research. Tyler explains that even though he's not NASA, he still gets the results. Jo asks why the balloons are still being used. Doctor Tyler tells her that inside the device is the most advanced cosmic ray monitoring device between here and Cape Kennedy. Doctor Tyler tells the Brigadier he was going to contact UNIT for help. Doctor Tyler shows the Doctor some results which surprise the Doctor. The Brigadier asks if there is anything they can do; at the Doctor's request, he hands a silicon rod to the Doctor, who proceeds to stir his tea with it. The Brigadier then specifies if there is anything UNIT can do about the space lighting. The Doctor tells him there is some sort of compressed light that travels faster. When the Doctor asks if the machine is working properly, Doctor Tyler tells him it is, but he hasn't developed the latest plate yet. The Doctor tells him to develop it at once and then let him know. The Doctor and Jo go off to look for the balloon, and Tyler tells the Brigadier he will be fine. He tells Tyler to make himself at home. When the Brigadier has gone, Doctor Tyler develops his plate but is horrified to see Mr Ollis' face. As Tyler goes to dismantle the box, the crackling sound is heard again, and Doctor Tyler mysteriously vanishes, while a strange organism emerges from the box and heads down the nearby sink plughole. Meanwhile, Mrs Ollis is showing the Doctor and Jo the spot where her husband vanished. She then tells them the box had been there this morning, and that someone has already gone to collect it. The Doctor asks her if she has seen her husband since this morning. She says she hasn't. She tells them it's typical for him to go off on his own, but that he is always back in the evening. She says she will go and look for him if they like. The Doctor and Jo return to Bessie. Jo asks if it is important, and the Doctor tells her it is, "It's more important than I thought". Back at UNIT HQ, the Brigadier enters the lab with a full set of reports for Doctor Tyler. But he discovers Tyler has vanished. The Brigadier meets Sergeant Benton and asks him to find Doctor Tyler. Outside, the Doctor and Jo are driving back to UNIT in Bessie. But as they get out, the organism appears. The Doctor orders Jo to get well back. They both run, and Bessie vanishes in a flash of light. The Doctor and Jo return to the lab, and the creature slides into the drain. In the lab, the Brigadier is waiting for Doctor Tyler when Sergeant Benton arrives and tells the Brigadier that Doctor Tyler is missing, and that there was an explosion in the garage. The Doctor comes in and clarifies that it was actually a flash of light. He tells the Brigadier that the drain needs guarding. Benton gives him a strange look, but the Brigadier insists. Benton goes off to guard it. The Brigadier tells the Doctor that Mrs Ollis called, saying her husband has not returned. He then tells him they have 1500 acres to cover. The Doctor tells him they don't have to look further because he has already found Mr Ollis — on the plate that Doctor Tyler was developing. The Doctor proceeds to take his sonic screwdriver out and search the area around the box they collected. He gets the strongest reading at the bottom of the sink. The Brigadier hands Doctor Tyler's reports over to the Doctor. He reads them and discovers that Tyler was right, and someone has been scanning the Earth and taking an interest in UNIT. Jo reminds the Doctor that Bessie vanished. He also mentions the creature from the drain that was after them. It was a powerful organism with a very strong hunting instinct, directed at the Doctor. The Brigadier is in disbelief that the whole problem was for the Doctor. When the Brigadier asks why it took Mr Ollis, the Doctor says it was confused. Tyler was in the Doctor's laboratory, so the creature mistook him for the Doctor. It then took Bessie because the Doctor was near her at the time. He says there is a link between the beam and the organism. The beam was how the creature got to UNIT. The Brigadier asks if they can find it, and the Doctor tells him that they don't need to. If they wait around, it'll find them. Outside UNIT, a corporal stands next to a jeep. A new kind of creature covered in a rock-like coating appears. The creature starts advancing towards the corporal. Sergeant Benton arrives with more men and shoots the creature. However, it is immune to bullets, and it continues advancing. They also cause explosions. The Doctor notes that the creatures and the organism are from the same source, first the scout then the reinforcements. Outside, Sergeant Benton realises that force is useless, and he contacts the Brigadier. The Brigadier orders a complete evacuation and afterwards, Benton must report to the lab. As the Brigadier leaves, the coloured organism emerges from a vent behind him. Benton climbs through the window. Suddenly, the creature enters the room, and "eats" a table. The three friends rush into the TARDIS. The Doctor switches the TARDIS force field on. Benton stands in awe but refuses to state the obvious, saying that nothing to do with the Doctor surprises him anymore. The Doctor tries to take off, but he can't. Someone is draining the power from the TARDIS. Considering it an emergency, the Doctor decides to contact his people, the Time Lords. On the planet of the Time Lords, at the control centre, the President and the Chancellor know someone needs to help the Doctor. The Time Lords, however, have problems of their own: power drains. They are facing a force equal and opposite to their own. Unable to help the Doctor, they decide he can help himself. They summon enough energy to send the Second Doctor to help the Third. In the TARDIS, the Third Doctor discovers a recorder that is strangely familiar, asking Jo if it belongs to her and handing it to her. The Second Doctor appears out of nowhere and accepts it, thanking Jo. He then proceeds to criticise the TARDIS's new look and marvel at their problem. Jo is confused, but Benton happily greets the first Doctor he met. Jo demands an explanation; the Doctor, lost for a clearer explanation, simply says, "He's one of me." The Second Doctor insists that, on the contrary, the Third Doctor is "one of me". The Third Doctor clarifies by bluntly stating that "I am he and he is me." Benton confirms the identity of the Second Doctor. After Jo accepts the story, the Second Doctor explains why he's there. The Second Doctor believes their capabilities have been doubled, but the Third Doctor sneers it has been halved. Outside, the Brigadier and another UNIT soldier fire at the organism. Inside the TARDIS, the two Doctors make contact to catch the Second Doctor up. They muse silently for a minute, then the Second Doctor proceeds to play "Twinkle Twinkle Little Star" on his recorder. The Third Doctor is annoyed by this, which results in the two getting into an argument. The Time Lords, exasperated that they're not getting along, send the First Doctor to keep them in order. He appears on the TARDIS's screen and, unimpressed with his future selves (calling them a dandy and a clown, and remarking that he knew they wouldn't have done anything yet), tells the other two Doctors it's a time bridge, to stop delaying, and cross it. Jo asks who that was. The Doctor answer in unison, "Me", then turn to each other and insist, "Me!" They flip a coin, with the Third Doctor losing, though the Second Doctor suspiciously never shows what side the coin had actually landed on. The Second Doctor switches off the TARDIS force field, and the Third goes outside. Jo follows him and, before he can stop her, they are both are engulfed in a blinding flash from the plasma creature in the UNIT laboratory. The Second Doctor warns Sergeant Benton not to go outside because the Third Doctor knows what he's doing; "At least I hope he does." Benton worries about the Third Doctor and Jo, but the Second Doctor assures him they've simply been transported somewhere else. The two of them marvel at the creature's sudden inaction. Benton wants to "take the opportunity to blow it to bits", but the Doctor insists on a subtler approach. They exit, peering at the organism. The Brigadier appears, and the Doctor tells him to leave it alone because it's not dangerous at the moment. The Brigadier processes what he just saw, then turns and stares at the Doctor. Benton tells the Brigadier, "It's the first one." The Brigadier wonders why the Doctor changed his appearance back, and what happened to Ms Grant. The Doctor explains, but he doesn't believe him. The Doctor tells him that changing into "the tall thin fellow" hasn't happened to him yet, and that he's a temporal anomaly. The Brigadier insists that the Doctor mucked around and changed his face back but says he just wants Ms Grant back. The Doctor can't make any promises, so the Brigadier tells him to talk to his all-powerful superiors. The Doctor says they aren't all-powerful right now and that it's been left up to "me and me and me". The Time Lords argue over the Doctor helping himself and the force they are combating. The limited power has resulted in limited success in transporting the First Doctor. The Second is helping UNIT, and the Third is in the black hole, which likely means he's dead. The Third Doctor and Jo, clearly not dead, find themselves in a barren desert-like landscape. Meanwhile, the Second Doctor is at a loss with how to deal with the creature or contact the Third Doctor. However, the Doctor decides to "keep it confused" and harmless and wonders if he has a television set handy. On the barren world, the Third Doctor and Jo explore. They find debris from the lab, including Bessie and a trail of footprints. The two follow the footprints in Bessie. In the UNIT lab, the Doctor and Benton have created a device to subdue the creature. The Brigadier appears. He wants the Doctor to explain everything to his superiors, who have been told by the Brigadier that the Doctor is the Third Doctor's assistant. They leave, but Benton disturbs the creature, and the device does not subdue it. The Brigadier and Doctor return and together they flee into the TARDIS. The Brigadier stands in awe. The Doctor says he'll get used to it. The Brigadier, however, believes the Doctor has been using UNIT equipment to build the TARDIS. The Doctor says they come like this. The Third Doctor and Jo follow the footprints and find Doctor Tyler. The Doctor explains they are on a stable planet in the black hole, "an anomaly inside an impossibility". A mysterious man looks at a screen that depicts the three of them talking and orders a rock-like creature to bring his guests to him. The three are promptly interrupted by several of the creatures. Inside the TARDIS, the Second Doctor concludes that his plan had the opposite effect because the creature is anti-matter. The Brigadier tells him to stop his nattering; the Doctor looks for his recorder. The Brigadier demands to be let out, but the Doctor explains that he can't. All they can do it think, and he needs his recorder to do so. In the anti-matter universe, the Third Doctor and his two companions are escorted into a palace. The Second Doctor tries to augment the Brigadier's radio and comments that he envies the Third Doctor and the adventure he is probably having as he does so. The said Doctor is arguing with Tyler, who wants to make a break for it. Despite the Doctor's efforts to stop him, he does. Tyler ends up running in circles and ending up back where he started. In the TARDIS, the Brigadier tries out his augmented radio. The First Doctor appears on the screen. He confirms that the Time Lords are struggling. He tells the Second Doctor to take the force field down; when he asks why, the First Doctor merely tells him to use his intelligence. In the anti-matter universe, the Doctor and Tyler conclude that their bodies have been processed so they can exist in the anti-matter universe, just like the organisms who could exist in UNIT's world. Meanwhile in the TARDIS, the Second Doctor says that he is taking the force field down, much to his companions' dismay. Benton points out that if he does so, the creature can get at the TARDIS. The Doctor replies, "Precisely," understanding why his previous self told him to do it, and does so. As he does so, the creatures outside of UNIT HQ disappear, followed by UNIT HQ itself. The UNIT soldiers fighting the beings are left standing in confusion, as UNIT HQ is transported into the black hole. Meanwhile, on the planet, the Third Doctor, Jo and Doctor Tyler enter the throne room. Jo asks who brought them here, and a loud booming voice declares, "I did!" From the shadows steps the legendary Time Lord, Omega. He was the solar engineer who created the supernova that powers Time Lord civilisation, but he was considered killed in the explosion. In actuality, he had been transported to the antimatter universe, where his will and thought turned the formless matter into physicality. Trapped, due to the fact that his will is the only thing maintaining reality, he vowed revenge on the Time Lords who left him stranded. Omega sends Tyler and Jo away. While in the cell, they muse about the relationship between the Doctor and Omega. Elsewhere, Omega asks the Doctor for help in defeating the Time Lords, threatening death for the Doctor and his companions if he refuses. In the TARDIS, the Second Doctor tells the Brigadier to prepare himself for a shock. Once leaving the shelter of the machine, the Doctor muses at how the headquarters came with the TARDIS. The Brigadier opens the door to find the barren anti-matter landscape and returns to the Doctor, upset that he's stolen HQ and they're in a new country. Benton tries to explain that they're in a different universe, but the Brigadier doesn't listen and leaves. The Doctor tries to look for his recorder, but he and Benton are chased off by a rock creature. Outside, the Brigadier encounters Mr Ollis. He explains that there were others here, but they were taken by the rock creatures. Right on cue, several appear, escorting the Doctor and Benton into Omega's palace. Inside, the Third Doctor urges Omega to simply return to his spot on the Time Lord high council and do no more harm. Just then, the Second Doctor and Benton arrive. Omega demands to know who they are, but the Third Doctor insists they are innocent bystanders. Omega objects that the organism was programmed to seek out a Time Lord and proceeds to deduce that one of the two newcomers must be one. Because the Second Doctor does not fear him, he figures out that they are the same Time Lord. Omega is angered that they deceived him and sends them away. Outside, Ollis and the Brigadier fail to find any way in except the main entrance. In the cell, the Doctors argue briefly until the companions rebuke them. They apologise. They also repeat the "me" escapade when Tyler inquires who the Second Doctor is. They also proceed to explain the Law of Singularity and how Omega is controlling the world with the pure force of will. Jo tells them they ought to be able to put their heads together to will up a door. They do so, leave, and tell their companions to stay put. Tyler says he wants to see the "singularity chamber" and follows, Benton and Jo close behind. The Doctors arrive and discover a column of smoke. "Singularity!" they marvel. Omega suddenly appears, raving mad. They explain that they put their wills together to escape. Omega challenged the Third Doctor to fight the dark side of his mind. Meanwhile, the companions lose track of the Doctors, as well as their way, but find their way out of the palace. As they leave, they run into the Brigadier and Ollis. Together, the five flee to Bessie and back to UNIT headquarters. The Time Lords speak to the First Doctor, telling him all three Doctors are needed to defeat Omega. They send him into the black hole, using the last of their power. Omega and the Third Doctor fight until the Third Doctor is thrown into a black void in the dark side of Omega's mind, helpless. Omega's avatar gets the Doctor in a stranglehold, and Omega declares, "Those who oppose the will of Omega shall not live! Destroy him!" The Second Doctor intervenes, telling Omega that if he kills the Third Doctor, he loses his only chance for freedom. Back in reality, the Second Doctor helps the Third Doctor to his feet. Omega reveals that he has summoned the Doctors here to take over the mental maintenance of the antimatter universe so he can escape. He tells the Second and Third Doctors that without him, there would be no time travel. He and the other Time Lords would be locked away in their own time. The two Doctors agree to take his place, as they have no choice, due to the fact Omega has complete control of this universe. Omega warns them about the corrosive effects of the black hole's singularity, and they will need outfits like his to resist the corrosion. He then asks them to help prepare him for his departure, starting with removing his mask. The two Doctors lift the mask portion of his helmet, only to discover something horrific enough for them to quickly lower the mask back on. Upon Omega asking what is wrong, the Doctors reveal that years of exposure to the corrosive effects of the black hole's singularity have destroyed Omega's physical body — he is trapped forever. Omega walks over to a mirror and takes off his mask. He discovers that he hasn't got a head or a physical body. The Third Doctor states, "You exist only because your will says that you exist. And your will is all that is left of you." Omega bows his head and then lets out a insane cry. Driven over the edge by this discovery, Omega now demands that the Doctors share his exile. Both Doctors escape, making it back to the TARDIS. Once inside, they receive another message from the First Doctor, urging them to put their heads together and figure out how to outsmart Omega. After this psychic conference, they agree to remove the force field generator of the TARDIS. As the Second Doctor opens up the TARDIS console base to disconnect the apparatus, he exclaims at the sight of his lost recorder. However, the Third Doctor suggests that the recorder is even more important than the generator itself. Realising he intends to sacrifice his musical instrument, the Second Doctor protests until the Third Doctor promises to get him a replacement, even a thousand. The Doctors contact Omega and discuss a means to satisfy him. They agree to meet him directly once more. Fearing that this could turn ugly, the Third Doctor tells Jo she must follow his orders without question, even if they betray her compassion. The Third Doctor pilots the TARDIS back to the singularity chamber, where the group exits the TARDIS. The Doctors then offer Omega a proposition. They will give him his freedom if they send the others back to the positive matter universe. Omega agrees, and the others begin to file out into the transporter Omega creates. Ollis and Dr Tyler depart, followed by a reluctant Benton. Jo, fearing she won't see him again, refuses to leave the company of the Third Doctor until he comforts her with a reminder to trust him. She enters the light beam, then the Brigadier gives the Doctors a salute and joins her. When everyone has departed save them, the Doctors offer Omega the force field generator containing the Second Doctor's recorder, which had fallen in it prior to the transport through the black hole. They tell him that it will grant him his freedom. The two Doctors try combining their wills to compel Omega to take the generator, but he just laughs at their efforts. When the Third Doctor shouts at Omega to take the generator, Omega is angry at the Third Doctor for commanding him to do it. He knocks the generator over in a rage and the unconverted positive matter recorder falls out of the force field. The Second Doctor screams for his successor to run and the two make a break for the TARDIS. When the recorder comes into contact with the antimatter universe, it annihilates everything in a flash, returning the Doctors in the TARDIS to the positive matter universe. The group returns to Earth inside UNIT HQ, with everything back where it was. Jo weeps over the apparent loss of her Doctor, while the Brigadier mourns the losses of both incarnations he knew. However, the TARDIS reappears in the laboratory, and the Doctors emerge, with Jo hugging the Third Doctor earnestly. They explain that because the recorder fell into the force field, it was not turned into antimatter, giving them a chance to escape and cause a reaction that turned the black hole into a supernova, igniting a brand new star for the Time Lords to use as an energy source. When Omega's will collapsed, it made all the objects that had ended up in his world return to their proper places. For the Doctors, it was the TARDIS, and for Ollis, the lakefront with his shotgun, explaining his absence. With the power now restored to the Time Lords, they are able to send the First and Second Doctors back to their respective time periods. The First Doctor appears on the TARDIS monitor one last time to bid his future incarnations farewell, fearing what they would do without his incarnation's intellect. The Second Doctor then gives a cheerful goodbye to his friends, old and new, and admits he enjoyed meeting his successor, though his future self jokingly hopes they won't meet again. The Second Doctor vanishes into thin air, to the amazement of Dr Tyler. The Brigadier and Benton leave the TARDIS to "make a full inventory of the HQ" and see if anything disappeared after these events. Benton questions him about what they would document the cause of the lost items if they found any, but the Brigadier simply tells him to come along, obviously using this as an excuse to get away from the madness he's been through. Dr Tyler also exits the TARDIS, jesting that he cannot write about this in any academic sense if he values his job. Now that only he and Jo are still inside the TARDIS, the Third Doctor begins to have a moment in private, quietly regretting that he had to send Omega to his demise. Jo sees his remorse and assures him not to feel guilt because he had no other choice but this when Omega put everything in the universe at stake. The Third Doctor, wishing he could have found a way to release Omega of his fate in a humane way, explains that death was the only freedom anyone could offer Omega. Fortunately, the Doctor is given a reason not to be dispirited over his actions when he hears the unmistakable hum of TARDIS materialisation technology inside his own TARDIS, and a familiar device appears on top of the time rotor. It is a new dematerialisation circuit for the TARDIS to replace the faulty one keeping him stuck on Earth. He also notices he can remember the dematerialisation codes for the device, and all his blocked memories have come back. The Time Lords have rewarded the Doctor for the feat of heroism he has demonstrated for the whole of his race by gifting him with this new circuit and restoring his knowledge of how to travel through space and time. The Doctor is happy that his people have forgiven him and granted him his freedom, but Jo sadly states that he'll probably be rushing off now. The Doctor assures her that he won't be leaving just yet, since he needs to construct a new force field generator. Meanwhile, Ollis arrives home and his wife responsibly asks him where he has been. Ollis tells her she wouldn't believe him if he told her and asks if supper is ready. At a spaceport on planet Inter Minor, travelling aliens Vorg and Shirna arrive and set up their show. Although Vorg's intentions aren't hostile, the representatives of the ruling class of Inter Minor display a cultural dislike of things that they view as alien or unnecessary, and their tribunal — Kalik, Orum, and their superior Pletrac — are suspicious and deny them an entrance visa. Meanwhile, the TARDIS materialises on the planet Metebelis III — so the Doctor says. Yet when he and Jo Grant explore, they find they are aboard the cargo ship SS Bernice as it sails across the Indian Ocean in 1926. The Doctor is sure that they are not on Earth and it seems something is afoot when a plesiosaurus rises from the sea. The Doctor and Jo meet Major Daly and his daughter, Claire Daly, passengers terrified by the plesiosaurus but who then forget about it. When the pair are caught by officer John Andrews, they are imprisoned, accused of being stowaways. Confined to a cabin, Jo notices a discrepancy: a clock in the room has gone back more than an hour in a few minutes. After escaping, they notice that Andrews, Daly and his daughter are repeating things they said and did when they met them before. They have forgotten about the meeting. The Doctor becomes interested in a mysterious hatch made of an alien alloy. He goes to fetch a magnetic core extractor from the TARDIS. As they reach the TARDIS, the Doctor and Jo are stunned as a giant hand swoops down out of nowhere and grabs the police box. Vorg pulls the "bit of bric-a-brac" (the TARDIS) out but sticks it back inside the machine. Later, Vorg shows the tribunal of mistrusting natives, Pletrac, Kalik and Orum, some of the creatures inside the scope, including Ogrons, Cybermen, Tellurians and Drashigs, huge deadly carnivores. Vorg explains how inside the miniscope the miniaturised creatures live in miniature versions of their natural habitats. As the tribunal members watch the events within the human environment, Vorg shows them the machine's capabilities by adjusting a dial which amplifies the specimens' hostility. Inside, the Doctor and Jo are captured, but Andrews chooses to fight the Doctor rather than imprison him. Using skills he learned from John L. Sullivan, the Doctor overpowers Andrews, allowing him and Jo to escape. They are chased across the deck but make it to the hatch and find themselves in a place the Doctor describes as like being "inside a wristwatch". The tribunal on Inter Minor chooses to eradicate the illegal specimens inside the scope, but the eradicator only damages the machine. The locals are disturbed that their great weapon was unable to destroy the scope, and they suppose that it's actually a plot by their enemies. Suspicious that the scope contains an illegal transmitter, Orum searches the machine and pulls out the mini-TARDIS. Soon it expands to its normal size, horrifying the Tribunal. The Doctor and Jo find another hatch inside and open it, finding themselves in another environment, an expanse of marshes, not what the Doctor was expecting. They turn to leave, but a Drashig rises from the marshes, ready for the kill. The Doctor attacks the Drashigs using the sonic screwdriver, igniting marsh gas. Vorg is able to slow down the Drashigs with his hand, enabling the Doctor and Jo to reach the inner circuitry again. The Doctor realises they are in a miniscope, explaining that earlier in his life he convinced the Time Lords to ban the use of miniscopes. Jo is horrified that anyone would use such a device. They are troubled to find out that the Drashigs haven't given up their pursuit and have broken into the circuitry as well. The pair find a deep shaft which leads to the bottom of the circuitry and the way out, so they return to the Bernice circuit to fetch a rope. Jo is caught by Andrews again, who has once again forgotten they have previously met. There is trouble outside the scope too. The tribunal are trying to have Vorg and Shirna deported, while the operators themselves have noticed the Drashigs have escaped from their circuit. When Kalik and Orum hear about this, they hatch a plan to let the Drashigs escape the machine and cause havoc, forcing the President to resign. Kalik believes the Functionaries need a purpose; rebellion will satisfy them. The Drashigs have now broken into the SS Bernice environment but are shot at and repelled by the crew. With a rope, the Doctor climbs down to the bottom of the shaft and exits the machine but collapses. There is commotion on Inter Minor as the Doctor grows to his normal size. The Doctor confronts the tribunal about their allowing the scope on their planet and is horrified that Vorg and Shirna are more concerned with claiming insurance on the loss of livestock than saving the lives inside the scope. The Doctor ventures back inside the machine, while Kalik and Orum sabotage the eradicator to leave the city defenceless against the Drashigs, who finally escape and grow to formidable size. Vorg repairs the eradicator and turns it on the Drashigs, but not before they eat Kalik and Orum. Inside, Jo escapes yet another capture by the crew of the Bernice and is reunited with the Doctor, but the scope is overheating, and they are overcome by the heat. They are brought back by Vorg, who activates the device the Doctor left for him, which also returns the life-forms inside the scope to their rightful places in space and time. With the scope inoperable, Vorg tries to earn enough credit bars to get home by entertaining Pletrac with the old shell trick, while the Doctor and Jo return to the TARDIS, ready for their next adventure. As the Earth cargo ship C982 moves through hyperspace, it narrowly avoids a collision with the TARDIS, which dematerialises out of the way and rematerialises in the ship's hold. The Third Doctor determines that they are in the 26th century. Jo sees a ship come alongside and hears a strange, high-pitched buzz. The ship shimmers, turning into a Draconian Galaxy-class battlecruiser. The two pilots, Stewart and Hardy, send out a distress signal and prepare for battle. When Hardy goes to get weapons, he meets the Doctor, but, thanks to the sound emitted by the enemy ship, he sees the Doctor and Jo as Draconians whilst Jo sees Hardy as a Drashig. Hardy escorts them at gunpoint as the Draconian captain orders C982 to surrender its cargo or be destroyed. On Earth, the President and the Draconian ambassador (who is also the Emperor's son) accuse each other of attacking their ships and violating the frontier between the two empires established by treaty. General Williams reports to the President that a mission to rescue C982 is being prepared. Williams's hostility to the Draconians is well known — it was his actions that started the last war between the two — and the Prince believes Williams wants war again, a war, the Prince warns the President, that will see Earth destroyed. News of the attack spreads and anti-Draconian riots break out on Earth. The opposition calls for the government to take action. Locked up in C982's hold, the Doctor deduces that the strange sound was some kind of sonic hypnosis device that caused Hardy and Jo to see what they most feared. As the boarding party burns through the airlocks, Hardy gets the Doctor and Jo to use as hostages, but when the airlock door bursts open, the boarders are not Draconians, but Ogrons. The Ogrons stun the two pilots and the Doctor. They tie up Jo and take the ship's cargo and the TARDIS as they leave. When the Doctor revives and releases Jo, she tells him what the Ogrons did and wonders if they are working for the Daleks, as they were when she first met them. The Doctor points out that the Ogrons are mercenaries. When the rescue party arrives, Hardy and Stewart have stopped hallucinating, but with their memories garbled, they accuse the Doctor and Jo of being Draconian traitors. The two travellers get locked up again as C982 heads back to Earth. General Williams believes the Doctor and Jo are human agents planted by the Draconians to sabotage any war effort by Earth. He brings the two travellers to confront the Draconian Prince, but the Doctor denies working for the Draconians. He tries to convince the President that a third party is trying to provoke the two empires into war. However, as the Doctor can provide no reason why someone would want to, Williams orders him and Jo be taken away and vows he will get the truth out of them. In the Draconian embassy, the Prince arranges to help Jo and the Doctor "escape" so they can be questioned. When the two are escorted from their cell to be brought to the President, a Draconian squad attacks, taking the Doctor prisoner. Jo tries to get more guards to help, but she is arrested instead. The Draconians question the Doctor, believing that he is involved in a plot with Williams to provoke a new war. The Doctor escapes but is recaptured in the compound by Earth troops. Once he is back in the cell with Jo, she hears the same sound as on C982. Outside, the Ogrons raid the prison, looking like Draconians thanks to the hypnosound. They break into the Doctor's cell and order him to go with them. The second escape goes no better than the first: the Doctor is recaptured again, and the Ogrons disappear. This second "rescue attempt" cements Williams' suspicions. He demands the president grant him the authority to strike first against the Draconians. The president agrees to break off diplomatic relations but will go no further without conclusive proof. Williams puts the Doctor under a mind probe. It indicates the Doctor is telling the truth. Williams refuses to believe it and orders increased power, but the probe overloads. The president orders the Doctor sent to the Lunar Penal Colony, where political prisoners are exiled for life, while Jo remains on Earth. Williams and the president receive records from the Dominion government of Sirius IV, a colony planet that with some autonomy. The records "prove" the Doctor and Jo are citizens of Sirius IV and career criminals. A commissioner from the Dominion has arrived to claim jurisdiction — the Doctor's old enemy, the Master. On the Moon, the Doctor meets Professor Dale of the Peace Party, who shows him around. The Doctor tries to gain Dale's trust and include him in his plans for escape. On Earth, Jo recognises the Master immediately and realises he was behind the Ogron attacks. The Master discovered the Doctor and Jo's presence when the Ogrons brought him the TARDIS. Given the unsavoury choice of going with the Master or staying in her cell, Jo agrees to go with him to fetch the Doctor. Dale believes the Doctor. The peace with the Draconians lasted many years but suddenly devolved into senseless acts of hostility. The Doctor's fantastic story explains everything. Dale outlines the escape plan: Cross, one of the overseers, will leave two spacesuits near an airlock. They will cross the lunar surface and steal a spaceship. Dale offers to take the Doctor back to Earth where he can tell his story to Dale's contacts in the press and government. However, once inside the airlock, they find that the suits' oxygen tanks are empty. The Doctor tries to open the door, but it is locked. He and Dale realise Cross has tricked them and is pumping out the room's air. At the last moment, the Master arrives and restores the room's atmosphere. He obtains custody of the Doctor and gets the Doctor to come along quietly by revealing that he has Jo. Reunited with Jo in a cell in the Master's ship, the Doctor wonders why he is still alive. The Master explains that his employers are very interested in the Doctor. The Master sets the automatic controls for the Ogron homeworld. Pretending to tell Jo stories of his life, the Doctor uses a hidden steel wire to file through the cell's hinges. Jo blocks the security camera and natters, pretending to continue the conversation, while the Doctor sneaks out. Donning a spacesuit, he makes his way across the hull and into the flight deck. The Master puts Jo in an airlock, threatening to eject her into space if the Doctor does not surrender. The Doctor takes him by surprise. As the two face off, they do not see a Draconian battlecruiser approaching. Draconians enter the airlock where Jo is located. The Draconian captain tells them all diplomatic relations with Earth have been severed. Violating Draconian space is punishable by death. The Doctor says he has vital evidence for the Emperor and asks to speak to him. The captain locks up all three of them to take back to Draconia. However, the Master secretly activates a device whose signal is picked up by the Ogrons. As the ship arrives on Draconia, the prince is speaking with his father, asking for permission to strike first at Earth. The emperor, like the president, is hesitant. He knows such a war could bring down both empires. The Doctor, Jo and the Master are presented to the emperor, and the Doctor gives the ritual greeting, "My life at your command." The prince is incensed that the Doctor has the temerity to address the emperor like a Draconian noble, but the Doctor says that he is a noble of Draconia — the title was given him by the 15th emperor, five centuries before, when he aided Draconia against a space plague. The Doctor accuses the Master of trying to start a war between Earth and Draconia using Ogrons and the hypnosound device. As the emperor considers this, a courtier announces that an Earth spaceship has arrived. Jo hears the sound of the sonic device and realises it is the Ogrons. They burst in, guns blazing, and retreat with the Master, leaving several dead Draconians in their wake. One Ogron has been knocked out by the Doctor. As the effects of the hypnosound fade, the emperor sees the "Earthman" before him transform into its true form. He realises the Doctor is speaking the truth. The emperor decides the Ogron must be shown to the Earth authorities, but a Draconian ship would be shot down. The prince, the Doctor and Jo will take the Master's police ship. As they cross the frontier into Earth space, they spot a ship following them. By the time they identify it as the Ogron ship, it has already launched its missiles. As the Doctor takes evasive action, the captive Ogron breaks out of its cell, overpowering its Draconian guard. It enters the flight deck and in the struggle cuts the ship's speed. The prince and the Doctor subdue the Ogron, but the Master's ship catches up and a party boards the ship. A firefight breaks out on the flight deck, just as an Earth battlecruiser shows up. The Master recalls the boarding party, who rescue the Ogron prisoner and take Jo captive. Their ship zips away. The Earth battlecruiser places the Doctor's ship under arrest. Without the Ogron, the president is not convinced. The Doctor suggests a trip to the Ogron homeworld, but Williams thinks it a Draconian trick to divide Earth's forces. The prince expects this response from Williams — after all, he started the first war. Williams protests, but the prince reveals what is in the Draconian court records. Twenty years before, the Draconians sent a battlecruiser on a diplomatic mission. When the Draconian ship did not answer hails, Williams gave the order to attack. The battlecruiser was unarmed, its missile banks empty, and the reason it did not answer was because its communications systems were destroyed in the same neutron storm that had damaged Williams's ship. Williams is shaken by the prince's revelation and apologises for the wrong he had done to the Draconians. Williams now intends to lead the expedition to the Ogron planet himself. The Master brings Jo to a bunker on the Ogron homeworld, where he shows her the TARDIS. He plans to use Jo and it as bait for the Doctor. He tries to hypnotise Jo, first with his own powers and then with the hypnosound. Jo's mind is strong enough to resist. The Master orders her taken away. An Ogron reports that one of their ships found and attacked two Earth cargo ships, destroying one. The Master is delighted. This means that war is not far off, and, indeed, cries for war from Earth are at a fever pitch. Williams prepares his personal scout ship. The Doctor and the prince accompany him as it heads at top speed to the coordinates the Doctor got from the Master's ship. Jo digs her way into the next unlocked cell and sneaks further into the bunker as Williams's ship enters orbit, and they avert near destruction from a Draconian cruiser. She pockets the hypnosound, then finds a pad with the coordinates of the planet and bunker. She transmits a distress signal with the information. The Master shows up, revealing that the signal was muted, and only the Doctor could read it. His ship has been detected in orbit. When he comes, the trap will be sprung. Williams's party lands nearby, not knowing the Ogrons have set up an ambush. The Ogrons open fire on them but are frightened away by an orange, slug-like lizard they call the Eater. The Master is furious. He warns them their masters are coming. This terrifies them more than the monster. Williams's group hears the roar of a landing spaceship. When they look at the ridge, they see the Master, accompanied by several Daleks, who exterminate Williams' men before they can fire. The Daleks want to exterminate the Doctor immediately, but the Master proposes that the Doctor be placed in his hands, to be allowed to see the galaxy and Earth in ruins before they kill him. The Gold Dalek agrees and leaves for its ship to prepare the Dalek army on another planet. The Doctor explains the Daleks want a war between Earth and Draconia so both empires will destroy each other and the Daleks can pick up the pieces. The Doctor modifies the stolen hypnosound, making the Ogron guard see him as the Gold Dalek. In fear, it unlocks the cell gate. The Doctor tells Williams and the prince to get the word to their respective governments and mount a joint expedition against the base on the Ogron planet. The Doctor and Jo find their way to the TARDIS but are surrounded by the Ogrons and the Master, who trains a blaster on the Doctor. The Doctor activates the hypnosound, panicking the Ogrons. One knocks the Master's arm, making him fire, the shot grazing the Doctor's head. The Master and the Ogrons scatter. The Doctor, barely conscious, has Jo help him into the TARDIS. He staggers to the console, dematerialises the ship, then presses his palms to the telepathic circuits, sending a message to the Time Lords. The TARDIS spins away into space. The Third Doctor has been shot and gravely wounded by the Master. Jo helps him into the TARDIS, where he uses the telepathic circuits to send a message to the Time Lords before he collapses. Delirious, he tells Jo that he may be asleep for a while. He falls into a coma, his body temperature dipping so low that frost appears on his skin and both his hearts beat only once every ten seconds. Jo dictates into the TARDIS log, a portable recording device, that she has seen this healing state before. She states that the TARDIS is moving, apparently being controlled remotely by the Time Lords. When it halts, Jo activates the external scanners, only to see plants outside. They block the viewer by spraying a thick, sap-like liquid at it. With the Doctor catatonic, Jo leaves the ship to explore the surrounding jungle. The plants spray sap on her as she walks by. Some of it gets on her exposed hand. As Jo explores, the TARDIS is rapidly covered by plant sap, hardening into a shell around it. When the Doctor awakens, he finds himself sealed in. The oxygen in the TARDIS cabin is rapidly being used up. He activates the emergency oxygen supply and finds the tanks almost empty. He starts to suffocate. Jo, in the meantime, discovers a spacecraft in the jungle with a dead pilot. She is found by two others in the same uniform — Taron, who appears to be the leader, and Vaber, who has a surly disposition. Taron is intrigued when Jo tells him about the TARDIS. They are joined by another crewmember, Codal, who warns them a patrol is approaching. Taron tells Jo to hide in the spacecraft while he and the others find her friend. Jo hides in a storage cupboard while an invisible entity enters and searches the craft. She avoids discovery, but a fungoid growth has appeared on her hand and is starting to spread. Taron and his men find the TARDIS and chip the hardened sap from its doors, dragging the nearly asphyxiated Doctor outside. The Doctor thanks them and notes he finds them familiar. When the men say they are from the planet Skaro, the Doctor recognises them as Thals and tells them he was on Skaro many years ago. The Thals are sceptical when he claims to be the famous Doctor of Thal legend, but he gives them enough details to mollify them. Taron tells the Doctor that he has been infected by a fungus carried by the sap and treats him with a spray. It would have engulfed and killed him had Taron not done so. They are on Spiridon, a planet where the plant life is more animal than vegetable. There are creatures hostile to everyone, including themselves, and extremes of day and night temperature. These Thals are the only survivors of a military expedition. Taron orders a halt to their progress through the jungle when they hear something breaking down. Nothing is seen except a circular depression in the ground. Giving the Doctor another spray can, Taron tells him that he will see what they are up against. The Doctor sprays the seemingly empty air before him. It reveals the outline of a Dalek. The Dalek is inactive, dead from what the Thals call "light wave sickness". The Spiridons, the dominant species on the planet, can generate an "anti-reflecting light wave", which the Daleks are trying to duplicate. However, it takes a tremendous amount of power and cannot be long sustained. The Spiridons have been subjugated and enslaved by the Daleks, but there are no more than twelve Daleks on the planet. Back in the spaceship, Jo has passed out as the fungus spreads across her forearm. An invisible Spiridon enters the spacecraft and takes her away. A Spiridon patrol comes across the Thals and the Doctor. Codal leads them away from the others but is captured. When they make it back to the craft, they find the TARDIS log on the ground and two Daleks about to destroy the ship. Believing Jo still inside, the Doctor steps forward and begs the Daleks to stop, but the patrol shoots him with a stun ray. He watches helplessly as the spacecraft is blasted to pieces. Taron and Vaber remain hidden and go off to retrieve the supplies for their mission on Spiridon. The Doctor is taken to the Dalek base for interrogation and put in the same cell as Codal, whom he tries to cheer up. The Doctor tries to open the cell door with his sonic screwdriver, but to no avail. Codal and he decide to modify the components of the TARDIS log to emit a radio frequency to jam Dalek control impulses. Meanwhile, Jo is being cared for by the Spiridon who found her. His name is Wester and he is one of a group of his people who are trying to fight back against the Daleks. He cures her of her fungal infection with a salve and tells Jo that the Doctor and Codal have been captured and taken to the Dalek base. Jo is determined to free them, even though Wester says that if the Daleks use them for their experiments, they are better off dead. Vaber and Taron find the explosives that they hid earlier. Vaber wants to attack the Daleks now. He accuses Taron of being overcautious and cowardly when Taron refuses. Vaber draws his gun and threatens to shoot Taron if he does not hand over the explosives, but before things can get out of hand the heat and roar of another spacecraft rush over their heads. It is another Thal vessel, but the entry angle is too steep, and their weapons are lost in the crash that follows. Only three Thals have survived — two men, Latep and Marat, and a woman, Rebec. Taron is unhappy to see Rebec. She happens to be his lover. Rebec tells him that they intercepted a message to Dalek Supreme Command saying that the Dalek army on Spiridon was now complete: a force of not a dozen, but ten thousand Daleks. Jo and Wester see fur-wearing Spiridons entering the Dalek base, carrying crates of vegetation. The Daleks are experimenting with a plant-destroying bacterium. Jo hides on one of the crates and smuggles herself into the base. Taron shows Rebec another feature of Spiridon — a liquid allotrope of ice that exists in the core of the planet and erupts to the surface like lava. The Daleks use it as a cooling system, with ice tunnels that lead into the base. Taron plans to use them to infiltrate and cause a distraction while Vaber and Latep wait by the entrance with the explosives. A Dalek is sent to interrogate the Doctor and Codal, who use the improvised jamming device on it successfully, but the device is destroyed in the process. Making their way through the corridors, they find the three Thals, who are struggling to get out of the tunnels before a molten ice eruption floods them. Jamming the shaft doors open and getting them out, all run as a Dalek patrol enters the corridor and is covered by the molten ice rushing out of the cooling tunnel. The rest stumble into a chamber while Marat, weakened from the cold, covers their retreat. He is exterminated by the Daleks, who find a map on him showing where the explosives are hidden. The Doctor seals the doors with his sonic screwdriver. The Dalek Section Leader sends a patrol to find and destroy the explosives, while others are sent for cutting equipment. Jo overhears the orders and follows the Dalek patrol out of the city. Trapped in the chamber, the Thals and the Doctor find a huge refrigeration unit pumping excess heat up through a ventilation shaft that leads to the surface. The Doctor also discovers the Dalek army stored in an adjoining chamber, sleeping in suspended animation. The four improvise a hot-air balloon from plastic sheeting but there doesn't seem to be enough lift to carry all of them, and the Daleks have nearly cut through the door. There is finally enough lift for the improvised hot air balloon to carry the Doctor and the Thals up the shaft. They rise up out of the room just as the Daleks break through the door. A gravitational disk is sent for so that a Dalek can follow them up the shaft, while another patrol is sent to the shaft's exit on the surface. The Dalek patrol sent for the explosives activates the timed detonators and leaves. Jo sneaks up to try to deactivate the timers but only manages two before being knocked out by a stone from the crumbling cliff-face the explosives were hidden against. She awakens barely in time to grab the deactivated bombs and take cover before the third goes off, conveniently destroying the Dalek patrol sent to intercept the Thals. Meanwhile, the Thals and the Doctor reach the top of the shaft and drop a rock on the pursuing Dalek, sending it plummeting to the bottom. Making their way away from the shaft, they meet Jo, whom the Doctor is overjoyed to see again; he thought her killed when the Thal ship was destroyed. The Doctor explains that his telepathic signal was to tell the Time Lords the location of this planet — he had learned that there was a Dalek invasion force here while on the planet of the Ogrons. The Time Lords steered the TARDIS here. Latep and Vaber also rejoin the group. They had thought the others were killed in the ice eruption and were about to assault the city when they found one of their bombs was a dud and the others destroyed by the Daleks. Jo shows them the two bombs she rescued. The group decide to hide in the Plain of Stones, an area of Spiridon with rocks that absorb heat from the sun by day and discharge it at night. They avoid a combined Dalek/Spiridon patrol as night falls and the temperature drops. The Doctor notices the Daleks seem to be moving slower than usual. In the Dalek base, one reports to the Section Leader that the bacteria will destroy all plant life within a day and unimmunised life forms within an hour. It will be ready in half a Spiridon day. At the Plain of Stones, Vaber and Taron come to blows again about when to take action. During the night, Vaber steals the two bombs and sneaks away from the camp. Taron and Codal go in pursuit as the others huddle around the campfire, surrounded by anima with eyes glowing in the darkness. Vaber is caught by the Spiridons, and the leader tells them to take him to the Daleks. Taron and Codal disguise themselves as Sprirdons and get into the group. They arrive and meet with a Dalek. The Dalek tries to force Vaber to lead them to the Thals. Vaber pretends to cooperate, but he breaks away and is exterminated. Taron and Codal use this distraction to grab the two bombs and vanish into the forest. The Daleks have developed an immunisation process against the bacteria. Orders are sent out for all Daleks and Spiridon slaves to return to the base for immunisation before the bacteria is released. On the Plain of Stones, Wester shows up to tell Jo that the Daleks have developed the deadly bacteria, and he is going to try to enter the base and stop its release. The Doctor devises a plan using nearby pools of molten ice. Deducing that the ice slows and even stops the Daleks from functioning, the group lure a Dalek patrol to them and push the two Daleks into the pools. The sudden drop in temperature kills them. Taron, Codal and the Doctor dress in Spiridon furs while Rebec sits in the emptied Dalek casing so they can enter the base undetected with one of the bombs. Latep and Jo will enter the city via the ventilation shaft with the other bomb, in a two-pronged attack. As the first group enters the city, they see Wester entering the bacteria preparation chamber under the pretence of delivering a report. Wester releases the bacteria into the sealed room, sacrificing himself, but ensuring that the room cannot be unsealed without killing the other Daleks. The group try to move deeper into the base, but one of the Thals' boots is spotted by a Dalek, who sounds the alert. The group flees down the corridors, making their way back to the cooling chamber. Once there, the Doctor asks Rebec and Taron to barricade the entrance while he finds a way to keep the Dalek army from reviving. Codal and he decide to set an explosive in the wall of the chamber holding the Dalek army, which are slowly coming to life. In the meantime, the Dalek Supreme, a member of the Dalek High Council, has arrived in a spaceship to oversee the final stages of the operation. It exterminates the Section Leader for incompetence. Jo and Latep finally arrive at the cooling chamber and use their bomb to destroy a squad of Daleks before joining the others. As another patrol comes through, the bomb set in the chamber wall explodes. Molten ice rushes out to flood the chamber, freezing the Dalek army for centuries to come. The group escapes over a ramp that leads to the surface, while the rest of the Daleks abandon the base, which is filling with molten ice. The group makes its way to the Dalek Supreme's spacecraft. The Doctor asks Taron not to glorify what has happened, nor make war sound like an adventure. The Thals were a peaceful people, and he would hate to see them change. Taron and Rebec promise, and the Thals enter the spacecraft and leave for Skaro. The Doctor and Jo run back to the TARDIS, pursued by the Dalek Supreme and the other Daleks. They dematerialise just as the Daleks open fire. The Dalek Supreme orders operations to recover the invasion force and contact the Dalek High Council for a rescue ship. The Daleks have been delayed but will never be defeated. In the Glamorgan county Llanfairfach, a colliery remains inactive after the post-industrial closure of its mining operations. A miner visits one of the underground roadways for inspection. He is scared by a green substance which has infected him during his stay beneath the surface, and he darts for the lift. Meanwhile, a Range Rover arrives at a crowd of deposed workers formerly employed at the mining facility. A man steps out and addresses several miners. His company is introducing a new process that will greatly expedite their production of oil after the National Coal Board had to close down the pit because of coal's dwindling industrial promises. The workers cheer vigourously but are met with the sickened remarks from a band of protesters. One of them is a prolific troublemaker in these parts — Professor Clifford Jones, who believes the men are being exploited for their manpower. The workers are far from rapport toward his unpleasant words and start jeering at him to shut up. Instead, all voices are unanimously silenced by the sound of a warning whistle bellowing without stop. The miners know this means there is trouble at the pit, rushing off where an emergency awaits. The same mining worker has emerged from the shafts, collapsed dead with his hand wrenched firmly on the valve to blow the whistle. His flesh has been contaminated by a phosphorescent green substance. The Welsh mining village of Llanfairfach is of little interest to the Third Doctor, who would rather take a challenging visit to the blue planet of Metebelis III than a trip to South Wales. However, Jo Grant reads a startling newspaper article about a corporate facility that is gearing up to cause a huge amount of pollution. She is keen to go to the village to meet the acclaimed environmentalist and Nobel Prize winner Professor Clifford Jones. Brigadier Lethbridge-Stewart arrives and tries to assign a murder investigation mission to the Doctor and Jo, but the Doctor firmly tells him no repeatedly, as he wants to be off to Metebilis III. Jo pleads her case with the Brigadier over the events she wants to deal with firsthand, but Jo is not impressed with the Brigadier's siding with the corporate giant. She passionately protests that she would even quit UNIT if it interfered with her ability to go there firsthand. Luckily, Lethbridge-Stewart's mission was to visit the facility — he is intrigued enough by the death of a bright green miner to drive her down. The miner was found in a disused mine, and the main source of employment in the village is now the Global Chemicals petroleum factory. Its boss, Stevens, promises prosperity for all, but Professor Jones and the other environmentalists at his "Nuthutch" are unconvinced. In light of the protests, Stevens accepts the Brigadier's offer of additional security at his factory. Stevens, however, is told by a voice that "nobody must go down the mine" and zones out, muttering these words to himself when he speaks to his employee Hinks. When Hinks leaves his office, Stevens unsheathes a pair of large headphones and plugs them into a machine. An unusual sound begins whirring into his head. Jo discovers the Nuthutch, home of the workshop where Professor Jones is engaged in eco-friendly exploits, but is taken aback by a strange fellow who welcomes his guest with eccentricities, micromanagement, and a patronising attitude toward her. Annoyed with this person, she gives him a what-for, causing the man to lighten up and calm Jo down so she stops bumping into things inside an already crowded room. He shows Jo a new type of fungus that Nancy has been developing, Saliota Orbis. It is supposed to be a safe alternative to protein-rich meats. Jo figures out this man is really Professor Jones, and gets on well with him. Professor Jones detracts the operations Global Chemicals is running, noting that "it's still using up the oil and doubling the atmospheric pollution." He suggests cleaner alternatives that harness the energy with which the sun provides them, such as wind power and water power. Jones explains the Nuthutch has natural heating tapped from the river, through a heat pump working on electricity generated by a windmill. Jo learns the logic behind his use of alternative technology: no waste or pollution. Jones goes on to hypothesise that Steven's oil manufacturing process "must be based on Bateson's polymerisation, and that means thousands of gallons of waste. Aye, a thick sludge you can't break down in any way, like a liquid plastic. And what properties that would have, heaven alone knows." The professor wants to know what they're doing with that waste, thinking it was possibly connected to Hughes' death. Jo figures Global Chemicals could be pumping the waste down the old mine workings and suggests the two of them should go explore it. Jones doesn't seem to get the picture, and Jo insists they visit the mine now. Unfortunately, Jones's abrasiveness gets the better of her when he calls her a child and says he has work to do. She storms out of his workshop, slamming the door on her way out. Unbeknownst to the Doctor and Lethbridge-Stewart, Jo decides to venture down to the mine by herself, accompanied by a friendly miner called Bert. The Brigadier still arrives to investigate the death, suspicious about Elgin's testimonial regarding their outstandingly clean and efficient oil production. He begins to grow weary after patching several calls to UNIT headquarters with no reply. The Doctor has weathered a violent excursion on Metebilis III and returns in his TARDIS with a torn jacket and dirt on his face. He finally answers the call after being derelict and rushes to Global Chemicals in Bessie, suited up in new clothes. Once the Brigadier has explained the situation to his colleague, the Doctor orders that no one should go down the mine until he has personally inspected it. However, Jo has already gone down with Bert to aid another miner with her first aid skills. The man who went down before them was Dai Evans, wanting to figure out what killed the miner who died pulling the emergency whistle for the shaft and was found glowing green. Now, he is starting to glow in the same way and has called for help. The Brigadier and Doctor notice the mine shaft lowering mechanisms spinning from outside and bolt into the facility to stop the descent, upset that it's Jo who has gone down before him. Even when the Doctor demands that Dave, the shaft operator, raises Jo and Bert back up, Dave can't get the brakes to work. One of the Global Chemicals employees cuts the lift cable and they plummet towards the bottom of the mineshaft. The Doctor reaches Llanfairfach with a blue crystal to show for his visit to Metebelis III and jams the lift in the nick of time. Jo and Bert are not harmed, but they are stranded in the mine. There, they find Dai Evans, one of the other miners, glowing bright green and terribly ill. It seems there is some serious pollution at work in the mine, and they head off to find a way out. For anybody to get down to the mine to help them, cutting equipment is needed to cut the cables jamming the lift. Global Chemicals say they don't have any such equipment, but a staff member, Elgin, knows this is not true. When Jones hears about Jo's predicament, he comes to the mine to help. The Doctor sneaks into Global Chemicals to steal the equipment, but he is caught. One guard sees him as a bit old for a threat, but the Doctor jests, "I'm quite spry for my age, actually." It doesn't take him much effort to knock the guns out of his hands and properly throw several guards to the ground with his Venusian aikido, not fazed by their use of a baton. He takes the upper hand until four more arrive, this time armed with rifles, and fence him in. Fortunately, Stevens chooses to overlook the incident. By chance, the Brigadier finds somebody with cutting equipment in a garage, allowing the Doctor and a few mine workers to go down into the mine shaft. Things get worse when Bert finds a slick of green slime and touches it. He too seems to contract "the green death". By the time the Doctor finds Dai, the miner is dead, and the Time Lord becomes very worried for Jo's safety. Increasingly ill, Bert waits behind while Jo looks for a way out alone. The Doctor catches up with Bert and finds Jo near a vast lake of green slime filled with giant maggots. When they try to go back, the tunnel caves in and more maggots emerge from the rubble. The Doctor and Jo are trapped between a cave-in and the pool of maggots. They escape by wheeling a mine cart through the maggots, but they are still trapped in the mine. Back at Global Chemicals, Stevens is behaving very curiously. He is using strange headphones to listen to calming messages, and when one of his employees, Ralph Fell, looks helpful to the environmentalists, he is somehow reconditioned with the same headphones and shortly afterward kills himself. Elgin saves the Doctor and Jo from drowning in the green slime when he helps them out of a shaft that links the mine and the factory complex — proving the link between the two. The Brigadier's plan to investigate Global Chemicals further is cut short when he is ordered by the Prime Minister himself to let Stevens get on with it. Stevens evidently enjoys Cabinet support for his factory and its new plastic production process. The Doctor, Jo and the Brigadier end the day with a nourishing meal of fungus at the Nuthutch, but the frivolity is cut short when they hear Bert too has died. As the Doctor leaves, a maggot egg he brought back from the mine hatches, and the maggot inside creeps up on Jo, the girl none the wiser. The maggot kills Hinks, who had come to destroy the egg, and escapes before any analysis can be made of it, leaving the Doctor and Jones to analyse the trail of green slime it left behind. The Brigadier receives orders to seal the mine with explosives and clear the area using UNIT troops. The Doctor realises that this will only make the situation worse, but his plea to Stevens to allow an investigation is ignored. As the Doctor expected, the maggots simply burrow through and are now a threat above ground. Not to be intimidated by Stevens, the Brigadier sends Captain Yates into Global Chemicals, undercover as a Ministry official. The Doctor dons some improbable disguises, including a milkman and a cleaning lady, to get through the gates and move freely. Meanwhile, Jo has alienated Cliff, with whom she is falling in love, by ruining one of his slides. Determined to make amends, she heads to the sealed mine in search of a maggot to run some tests on. Having liaised with Yates, the Doctor learns that Stevens takes his instructions from the top floor of the complex, and heads there to find out who is in charge. The BOSS, or Biomorphic Organisational Systems Supervisor, turns out to be a supercomputer with its own megalomaniacal personality. The Doctor speaks with BOSS and finds out that it runs the company, controls Stevens and other key staff members, and is responsible for the polluting chemical process. The Doctor employs the liar paradox, a conundrum which will keep BOSS busy trying to find a solution, while he escapes. Unfortunately, he runs into Stevens and some guards before he can do so. He rejects the brain-washing technique that Stevens subjects him to, but Mike Yates is more susceptible and is converted into one of the computer's slaves. After the Doctor escapes, Mike is sent to the Nutchutch to kill the Doctor. His conditioning is deep and only broken by the Doctor's use of the blue crystal he brought from Metebelis 3. Meanwhile, Jones has worked out that the fungus Jo spilt on the slides is actually a curative and then sets off to stop her, but they are both caught in an RAF bombing raid intended to kill the maggots. Cliff is also infected with a maggot and begins to turn green — before he was able to share his knowledge of the cure. In a delirious state, he utters the word "serendipity". Yates re-enters Global Chemicals, pretending to still be under BOSS's control, but he is caught by Stevens, who tells him he just can't depend on anyone. Sergeant Benton brings an empty maggot chrysalis to the Nuthatch, revealing that the maggots are about to change into something else. The Doctor discovers that another maggot had died after eating Cliff's fungus, meaning that it is deadly to them. The Doctor and Benton drive around the slag heaps and the mine, liberally scattering the fungus which kills all the maggots, and disposing of a deadly giant fly which attacks them. Returning to the Nuthatch, the Doctor discovers Cliff's cure and uses it to restore him to full health. The Doctor then returns to Global Chemicals to confront BOSS. The computer plans to link up with others and effect a corporate takeover of the human race. However, Stevens, whose conditioning is partially broken by the Doctor using the crystal, tells him to get out while he triggers an explosion which destroys himself, the computer, and the company headquarters. The menace defeated, UNIT troops and environmentalists gather at the Nuthutch for a celebration made all the more special when Jo and Cliff announce they are getting married and then plan to travel the Amazon looking for a rare fungus, and that the United Nations (after Jo contacted her uncle) have decided to fund Wholeweal's research: jobs will return to Llanfairfach after all. The Doctor offers his blessing to the couple and gives Jo the blue crystal as a present, asking them to save him some wedding cake. However, as the party starts to get into full swing the Doctor quietly slips away, noticed only by Jo, who understands why. The Doctor, upset by the departure of his good friend, gets into Bessie and, after one final look back at the cottage, sadly drives away. Jo and Cliff kiss, enjoying a tender embrace, while the heartbroken Doctor drives off into the sunset. In the Middle Ages, the bandit Irongron and his aide Bloodaxe, together with their rabble of criminals, find the crashed spaceship of a Sontaran warrior named Linx. The alien claims Earth for his empire then sets about repairing his ship, offering Irongron "magic weapons" that will make him a king in return for shelter. They strike a bargain, though Irongron remains suspicious. The Third Doctor and Brigadier Lethbridge-Stewart are investigating the disappearance of several scientists from a top secret scientific research complex. They do not know Linx has used an osmic projector to send himself forward seven hundred years and has kidnapped the scientists, then hypnotised them into making repairs on his ship. The projector only lets him appear in another time for a brief period. While the Doctor investigates, he meets an eccentric scientist called Rubeish and a young journalist called Sarah Jane Smith, who has infiltrated the complex by masquerading as her aunt. Later that evening Rubeish disappears, and the Doctor uses the data he has gathered to pilot the TARDIS back to the Middle Ages, not realising new companion Sarah has stowed away on board. Irongron is a robber baron who has stolen his castle from an absent nobleman, and relations with his neighbours are appalling. Indeed, the mild Lord Edward of Wessex has been provoked into building an alliance against him and, when this is slow in developing, sends his archer Hal on an unsuccessful mission to kill Irongron. When Sarah follows the Doctor to Irongron's castle, she is seized by one of his guards, while the Doctor witnesses Linx removing his helmet. Irongron is in a foul mood when a captured Sarah is brought before him. His mood improves when Linx presents him with a Robot Knight which is then put to the test on a captured Hal. The archer is only saved when the Doctor intervenes from afar, shooting the robot control box from Irongron's hands. The ensuing confusion lets both Hal and Sarah flee, and they head for Wessex Castle. There, Sarah concocts a plan to kidnap the Doctor, who she thinks is working for Irongron rather than against him. Meanwhile the Doctor has realised that Sarah is in the time period and has been captured. He finds Linx's lab, where the kidnapped scientists have been hypnotised except for Rubeish. He is caught by Linx, who restrains him using a head device, but Rubeish frees him when Linx leaves. The Doctor then leaves to search for Sarah, but is chased by Irongron and his men. When the Doctor stumbles, Irongron raises his axe. Hal shoots the axe out of Irongron's hand, allowing the Doctor to escape. The Doctor is able to convince Sarah and Edward that he was trying to stop Linx and agrees to help construct a defence against an attack on Wessex Castle by Irongron's men. The next morning, the robber baron and his troops assault the castle using rifles supplied by Linx, scarcely fooled by dummies the Doctor has made to make it appear as though the castle has more soldiers than they do. As they march forward, the Doctor unleashes smoke bombs, which scare them away. The failure further sours the relationship between Linx and Irongron, which has deteriorated since the robot knight fiasco and the point at which the robber saw the Sontaran's true visage beneath his helmet. The Doctor now decides to lead an attack on Irongron's castle, and he and Sarah enter dressed as friars. He offers to help Linx if he sends the scientists back home, but Linx refuses and shoots the Doctor. The Doctor isn't harmed, and Linx is rendered immobile when Rubeish, acting on a hint from the Doctor, hits his probic vent (a Sontaran refuelling point on the back of their necks which is also their main weakness). Rubeish and the Doctor use the osmic projector to send the scientists back to the twentieth century. Sarah now inveigles herself into Irongron's kitchen, using the opportunity to drug the food, thereby knocking out Irongron's men. A recovered Linx now determines his ship is repaired enough to effect a departure. Once more he encounters the Doctor, and they wrestle in combat. A crazed and half drugged Irongron arrives and accuses Linx of betraying him; the Sontaran responds by killing him. As Linx enters his spherical vessel, Hal arrives and shoots him in the probic vent, and the Sontaran warrior falls dead over his controls, triggering the launch mechanism. Knowing the place is about to explode when the shuttle takes off, the Doctor hurries the last of his allies out of the castle. It explodes moments before the Doctor and Sarah depart in the TARDIS. The Doctor and Sarah Jane Smith arrive in a deserted London plagued by looters and lawlessness. UNIT is helping maintain martial law. The regular army, headed by General Finch, has evacuated the city and issued orders to shoot looters on sight. the Brigadier disagrees, since it meant shooting civilians. The Doctor and Sarah encounter several looters and, surprisingly, a pterodactyl. The two are then arrested on suspicion of being looters. The Doctor is designated as Prisoner 177781 and Sarah Jane Smith is designated as Prisoner 177782. Outside, a tyrannosaurus rex destroys a building and traps some soldiers. They manage to drive it off. At the school serving as UNIT HQ, the Brigadier and Benton discuss the interference problems with their communications and look at the latest pictures of looters, which include the Doctor and Sarah. The Doctor and Sarah escape but are caught by soldiers. They are loaded into the back of a Land Rover to be taken to the detention centre. The Land Rover encounters a tyrannosaurus rex. While the soldiers fight the tyrannosaurus, the Doctor and Sarah escape and hide in a garage. They find a medieval peasant from the days of King John already there who, believing the Doctor to be a wizard who has put a spell on him, attacks the Time Lord with a knife before disappearing in a time eddy. Soldiers search the area, the Brigadier enters the garage. Back at UNIT HQ, the Brigadier explains the situation to the Doctor. Dinosaurs appear and disappear, the city has been evacuated, and looters run rampant. The Doctor is introduced to Finch, who is in charge of the operation. Finch doesn't think the Doctor will be much help, but rather finds his ideas unrealistic. Sarah talks with Mike Yates, who needed some time off after the experience with the giant maggots. A stegosaurus has been trapped, and the Doctor wants it taken alive. However, it disappears in a time eddy that makes time run backwards. The people affected would not remember it happening. The Doctor suspects someone is deliberately bringing the dinosaurs to London — and in a hidden laboratory a pair of scientists, Butler and Professor Whitaker, are operating the time technology causing the situation. They are aided by Mike Yates, who feels the Doctor could help them achieve Operation Golden Age, but Whitaker is unconvinced. He tells Mike to sabotage the stun gun the Doctor is building to use on the dinosaurs. The Doctor believes the dinosaurs are a distraction by someone who needs London evacuated. When a brontosaurus appears, he heads out to capture it. Mike sabotages his stun gun, and it doesn't work on the brontosaurus. The time eddy takes away the brontosaurus, and a tyrannosaurus appears behind the Doctor. The Doctor falls, dropping the gun, which Yates picks up. He undoes his sabotage and fires at the tyrannosaurus. The creature is captured and brought back to a hangar. Yates is angry at Butler and Whitaker for trying to kill the Doctor but agrees to performs further acts of sabotage — specifically against the machinery being used to record from where the dinosaur appearances are controlled. Sarah has been doing some research into time travel and mentions Whitaker. The Brigadier remembers the name, and the Doctor wants to check up on him. The tyrannosaurus is freed by Finch, who breaks its chains. Sarah is attempting to take pictures of it when it awakes and moves to attack her. She find the door has been locked from the outside. Before the dinosaur can get to Sarah, the Doctor finds and rescues her. She then sets off to gather her own evidence. Sarah meets with Sir Charles Grover, an ecologist MP who is acting Minister with Special Responsibilities in London. He drugs her. When she wakes up, she is astounded to find herself on a vast spaceship. The crew of the ship includes Mark, Adam and Ruth, minor British celebrities who have adopted new aliases and lives. They tell her they are en route to a New Earth where mankind can begin again, closer to nature. They left Earth three months earlier; the ship is one of a fleet carrying over two hundred people to a new life. Sarah is committed to the re-education programme to enable her to think like them. The Doctor searches London in his new vehicle, the Whomobile. Under Moorgate Station, he finds the base used by Whitaker and Butler but is scared away when they use a pterodactyl to defend it. He returns with the Brigadier, but all signs of occupation have been removed. Operation Golden Age is revealed to be a broad conspiracy including Whitaker, Butler, Yates, Grover and Finch as its core coordinators. They have emptied London to let it to revert to a more natural state, after which the people on the spaceships — in reality in vast bunkers — will be allowed out to repopulate a clean and free planet. Whitaker also works out how to reverse time, so soon humanity, apart from their own chosen specimens, will never have existed. Finch tries to frame the Doctor, who he knows will not support their plans. He brings the Brigadier to the Doctor, catching him in the act as a new time eddy starts up. The Doctor soon twigs that an over-zealous Yates is the UNIT mole. Sergeant Benton lets the Doctor escape, for which Finch threatens a court martial. The Doctor uses his freedom to track down more monsters, but when he is recaptured, the Brigadier asserts his authority and takes the Doctor into UNIT custody rather than the regular army's. Meanwhile, Sarah has escaped from the fake spaceship. She has learnt its true nature. She is caught by Finch, who returns her to Whitaker's custody. While she is away, Mark works out that the ship is a fake and tells the other passengers, but he is not believed. When Sarah is returned to the ship, Mark and she use the fake airlock to convince Ruth and the others of the deception. The Doctor encounters another time eddy and is faced by more dinosaurs. The dinosaurs start fighting each other. Finch arrives and tries to take the Doctor, but Benton and the Brigadier arrive as well and take the Doctor away. Shortly afterward, Yates arrives and holds the Doctor, Benton and the Brigadier at gunpoint. He reveals the nature of their plans. Yates is distracted when Private Bryson enters with a tea tray and offers the Captain a cup, giving Benton the opportunity to disarm Yates. Sarah is able to convince the occupants of the fake spaceship that they have been duped by opening the airlock. They confront Whitaker and Grover and demand an explanation. Grover attempts to placate them, but the Doctor and Brigadier arrive. Whitaker breaks free of his captor and pulls the lever, activating the reversal process. A Time Lord immunity allows the Doctor to undo this. He then reverses the polarity, but Grover does not recognise this and pulls the switch himself. Whitaker tries to stop him, and both are transported back in time to their "Golden Age". Back at UNIT HQ, the Brigadier confirms that the crisis is over, but there are still human casualties to deal with. Finch will be court-martialed. Yates is offered the chance to resign and given extended sick leave. The Doctor reflects that people like Grover may have had good motivations in wanting to fight pollution and environmental degradation, but they took their schemes too far and endangered all mankind and its civilisation. He decides it is time for a holiday and offers to take Sarah Jane to the beautiful planet of Florana. On the rocky surface of an alien planet one night, a blue-uniformed spaceman is carrying out an investigation. Suddenly, he is struck in the chest by an arrow, collapses and tumbles down a slope into a lake. The Third Doctor and Sarah are en route to Florana for a vacation when the Doctor's TARDIS suffers a series of power failures. An unknown force somewhere on the nearby planet Exxilon is causing the energy drain. They are barely able to land on the arid planet. The Doctor and Sarah exit the TARDIS, but Sarah goes back to change clothes from the swimsuit she is wearing. The Doctor, exploring, is pursued and captured by the primitive, xenophobic natives. Sarah searches unsuccessfully for the Doctor, finding his lamp covered in blood. She is chased by the native Exxilons, escaping briefly to an enormous city that pulses with energy. She is captured by the Exxilons, who consider her presence near their sacred city an abomination. They prepare her for sacrifice. Meanwhile, dawn comes, and the Doctor encounters a Marine Space Corps expedition whose ship has also crash-landed because of the power drain. The team — Lieutenant Dan Galloway, Lieutenant Peter Hamilton, Captain Richard Railton, and civilian geologist Jill Tarrant — are in search of the rare mineral parrinium, which can be found in large quantities on Exxilon and is needed desperately to cure a galactic plague. Along with Commander Stewart, who is badly wounded after a previous Exxilon attack, they are the only survivors of their expedition (another member named Jack has disappeared without trace). Another ship lands nearby. The Marines initially believe it to be a rescue vessel, but to their dismay a squad of Daleks emerge, guns at the ready. The Dalek leader gives the order for the Doctor and the humans to be exterminated. The energy drain has disabled the Daleks' energy-based weaponry, much to the Doctor's glee. They are also seeking parrinium; their own worlds are falling victim to the plague — or so they say. What they don't say is that there are several more Daleks hidden on their ship. The Doctor, the Marines and the Daleks are forced into an uneasy alliance to find the source of the energy drain so they can escape. However, they are all captured by the Exxilons in a skirmish that ends with the death of Captain Railton and the self-destruction of one of the Daleks. The Doctor saves Sarah from sacrifice but is recaptured and is himself sentenced to die for assault on the High Priest. Back at their ship, the remaining Daleks replace their electronic weaponry with mechanical projectile weapons and quickly master the Exxilons. In the confusion, the Doctor and Sarah flee down a nearby tunnel. The Daleks then "negotiate" a deal with the High Priest, which forces the natives to mine the parrinium. In return, members of the Space Corps are in charge of wiping out a renegade group of Exxilons. The deal also states the Doctor and Sarah will be returned to the Exxilons — dead or alive. Peter and Jill protest, but Galloway (who has taken charge despite the last wishes of expedition commander Stewart) insists it's the only way if they want the parrinium. In the tunnel, Sarah realises that the sacrificial ritual had been meant to end with them being sent down the tunnel — something in here was meant to complete the sacrifice. Both realise that this is probably the source of the strange roars they hear echoing in the tunnel. Sarah also wonders how the Daleks were able to move if they were robots (and thus electronic); the Doctor explains that Daleks move by psychokinetic power (and are thus unaffected by the power drain). At a junction, the Doctor has Sarah wait whilst he has a look down the other tunnels for a way out. While she waits she is frightened by the appearance of another Exxilon. In the new tunnel, the Doctor is about to head back when an enormous, metallic, snake-like creature rears up to strike at him. The Doctor ducks out of the root's way, but he can't do it for ever. At the junction, a terrified Sarah is reassured by the Exxilon, who introduces himself as Bellal. Along with another Exxilon, Gotal, they conceal Sarah from pursuing Daleks, who head down both tunnels after the Doctor. In the tunnel the Doctor is in, the Dalek comes across the root probe and is destroyed, allowing the Doctor to escape and reunite with a very relieved Sarah. As they are guided away, Bellal explains to the Doctor and Sarah about Exxilon. Their civilisation was once very technologically advanced, including space travel. Thousands of years ago, the Exxilons built the enormous city, one of the Seven Hundred Wonders of the Universe. It became sentient and drove them out, and the Exxilons gradually degenerated into their current primitive society which worships the thing that destroyed them. Bellal and Gotal are from another, much smaller faction which wishes to destroy the City. After Bellal draws several of the images he has seen on the city walls, the Doctor realises that the advanced Exxilons had been to Peru on Earth. He decides they must infiltrate the city to deactivate the energy drain. Before he leaves with Bellal as guide, he tells Sarah to make sure the Marines are ready for take-off when the beacon is disabled, because the Daleks will destroy their ship once they have full power again. He also lets Sarah know that if he should fail to return from the city, she must go with the Marines back to Earth. On the surface, the deal between Dalek and human is fast becoming uneasy. The Daleks are upset the Exxilons are not mining fast enough, much to Galloway's distaste. After another root comes to the surface through a body of water and kills an Exxilon and a Dalek, the Daleks are forced to move the mining operation to another location, as the Exxilons are refusing to go back to work otherwise. The Daleks decide on a two-pronged plan to restore power: two Daleks are sent to infiltrate the city and hopefully destroy the controls (and thus restore power), while Hamilton and Galloway are made to scale the city walls to plant bombs on a beacon at its summit to blow it up. The Doctor and Bellal arrive at the city and the Doctor works out how to get in — a non-matching symbol. With the Daleks in hot pursuit, they get in and face their next test in a room with several skeletons — evidence of their fate if they are unable to pass the next test. The Doctor traces a maze pattern without error, opening the next door just before the Daleks enter the first room. As the Doctor and Bellal come to a corridor with a chessboard pattern, the Doctor snaps, "Stop — don't move!" The pattern is an electrified trap, but the Doctor is able to negotiate it with his sonic screwdriver. The 7000-volt electrical charge causes only minor damage to the Daleks. The next two tests are of the mind — the Doctor has to use his sonic screwdriver to stop Bellal killing him — and of their sanity — they manage to survive after the Doctor denies the reality of the mind-warping illusions. This opens the final area — the city's control centre, where the Doctor promptly starts tinkering with the city's "brain". It responds by triggering the creation of two humanoid "antibodies" to destroy the intruders; the Doctor orders Bellal to let him know when they're finished while he keeps working. At the mining camp, Sarah finds Jill Tarrant, and the pair hatch a plan to replace the Daleks' parrinium sacks with sand-filled ones, whilst the real parrinium sacks are moved to the Earth spaceship. As dawn breaks, a Dalek guard finds that Jill has escaped and promptly self-destructs for failing in its duty, its voice rising to a maniacal pitch and then slurring away as it dies. On the city exterior, Hamilton and Galloway have finally reached the summit and plant one of the two Dalek bombs on the beacon. Galloway, however, insists on keeping the second bomb, pointing out that the Dalek guard at the base won't be able to see them keeping it and that one bomb will be enough to do the job. They start to descend. The Doctor has almost finished with his interference with the city's "brain" when the antibodies attack him and Bellal. Fortunately, the pursuing Daleks arrive and promptly fire on the creatures, causing them to turn their attention to the Daleks. The fight causes a lot of damage in the control room, and that plus the Doctor's tinkering causes the city to start to die; the Doctor and Bellal escape. The Dalek bomb goes off, and power is restored. As the Doctor and Bellal escape, they join up with the other humans, only to find that the Daleks are not only about to leave, but that they really were behind the plague. As soon as their ship is in orbit, the Daleks will drop a plague bomb to wipe out life on Exxilon and prevent anyone else from coming to the planet to get more parrinium, while the large quantity they mined will allow them to hold the galaxy to ransom. However, Galloway, who hid on board before the launch while loading the parrinium, sacrifices his life to destroy the Dalek ship with his stolen bomb. Sarah and Jill Tarrant then reveal that they had replaced the Daleks' parrinium with bags of sand, and that the real stuff is on their ship. Jill Tarrant and Peter Hamilton will now await the arrival of a rescue ship to bring the much-needed plague cure to the afflicted planets. Everyone turns to look at the city as it melts away, screaming as it is destroyed. The Doctor bemoans the city's destruction — now the universe has only six hundred and ninety-nine wonders. Four Peladonian miners, led by the hothead Ettis, move a machine called the sonic lance through one of the numerous mine tunnels. However, an apparition of Aggedor appears and kills one of the miners. The others run in terror. The miners run into two Galactic Federation miners — the human Eckersley and the alien Vega Nexos. Eckersley asks Ettis what's going on, and the miner replies that the spirit of Aggedor appeared and slew one of them. The Doctor brings Sarah to the Citadel of Peladon to introduce her to his friend the King but accidentally arrives fifty years later to find his daughter Queen Thalira on the throne. He avoids arrest by the timely arrival of an old friend, Alpha Centauri, now the Federation Ambassador to Peladon, who vouches for the Doctor's identity despite the fact half a century has passed. It turns out that they have arrived during a very tense situation between the Galactic Federation, Pel miners, and Pel nobility. The Federation is at war with Galaxy 5 and desperately requires great amounts of the mineral trisilicate, a substance rich on Peladon, for the war effort. The miners feel exploited, their way of life having not improved in the half-century since Peladon joined the Federation. Leadership of the miners is divided between the centrist Gebek and Ettis. Tensions rise further when the image of Aggedor begins to appear at random, attacking and killing different miners, including Vega Nexos. Chancellor Ortron takes this as a sign that their deity is displeased with alien intrusion in the affairs of Peladon. Ettis convinces the miners to strike and seizes a Federation armoury, while Gebek appeals for calm and negotiation. The Doctor suspects that someone is creating the appearances of Aggedor, in order to further destabilise trisilicate production, but finds himself at odds with both the miners and Ortron, having only Alpha Centauri and Queen Thalira's recollection of her father's stories for support. The Doctor and Blor, the Queen's champion, enter the tunnels to investigate Aggador's last appearance. The Doctor and Blor enter a cave finds a rich vein of trisilicate. Suddenly, rock fall occurs, caused by Ettis. Aggedor then appears and kills Blor, then turns on the Doctor. The apparition disappears after killing Blor. Gebek uses the sonic lance to destroy the rock fall, and the Doctor jumps out of the cave just as Aggedor appears. Gebek and the Doctor make a deal, but guards appear. The miners, with the help of the Doctor, fight them off. Meanwhile, Sarah has learned there was an explosion in the caverns and comes in search of the Doctor. Sarah, lost in the tunnels, finds a closed room (the refinery) and sees someone in the refinery. She goes to open the door but accidentally triggers a defence system. The Doctor convinces Gebek that the miners should return to work, but Ettis still plans an attack. Eckersley and Alpha Centauri rescue Sarah. She is unable to convince them there was somebody in the refinery. Ortron convinces Thalira that the Doctor is in league with the miners and must be executed. Ettis attacks Eckersley and takes Sarah and Alpha Centauri to the control room to open the armoury doors. Other miners attack guards in the passageway. They reach the armoury. Ettis takes Sarah with him as a hostage, but she escapes, only to be caught by guards. Ortron orders her taken to the temple. Ettis and the miners return to the tunnels, and Gebek promises the Doctor to keep an eye on them. The Doctor arrives at the temple. Ortron has the Doctor and Sarah thrown into the temple's pit, where a very real Aggedor is waiting for them. The Doctor calms Aggedor with his Venusian lullaby as he did fifty years earlier. Queen Thalira orders the Doctor and Sarah be brought out of the pit, as they clearly have Aggedor's approval, and finally tries to assert herself against her Chancellor over his actions. The Doctor convinces Thalira to send for Gebek, and leaves Sarah with the Queen. Sarah urges Thalira to stand up for herself more against Peladon's male-dominated nobility: "There's nothing 'only' about being a girl", she tells her. Gebek tries to convince the miners to strike rather than rebel. The Doctor is angry on learning that Alpha Centauri has called in Federation troops. Ortron appears and confines the Doctor to the Citadel. After he catches the Doctor in the corridors, he orders him placed in the dungeon. Eckersley sets up the sonic lance in the tunnels. Sarah sneaks out and warns Eckersley that the rebels will try to capture it. Thalira can't convince Ortron to release the Doctor but orders him to let Sarah remain free; he agrees to since, as a woman, she's harmless. In the tunnels, the miners attack. Eckersley uses the sonic lance against them, but Gebek stops him. Sarah gives Gebek a message from the Doctor that the queen is willing to meet with him. Gebek lets Sarah and Eckersley go free, but without the sonic lance. Thalira and Ortron are alarmed to hear that Federation troops are on the way. Sarah heads for the dungeon to find the Doctor, and Gebek sneaks into the citadel to meet with the Queen. They encounter each other and Gebek sends Sarah back, offering to release the Doctor himself. The Doctor and Gebek head for the refinery, where something suspicious is going on. Eckersley and Alpha Centauri see them on camera, and Sarah has to admit that they think the Aggedor trick is operated from the refinery. Ortron addresses the miners, trying to convince them to cooperate in order to show the Federation troops that all is well. As the miners return to work, the Aggedor apparition appears, killing a miner. They head in the direction of the refinery. The Doctor gets the refinery door open, revealing an Ice Warrior! The Ice Warrior takes the Doctor and Gebek prisoner. Another Ice Warrior, Azaxyr, appears in the Citadel and declares the planet under martial law. Azaxyr meets with all interested parties. He has no interest in the situation on Peladon and only wants the trisilicate to be mined. He orders the miners back to work under armed guard and threat of death. Meanwhile, a group of miners is planning a rescue of Gebek. They storm the throne room but are killed by the Ice Warriors. Ettis is the only survivor and runs away. Azaxyr wants to execute the Doctor, but Sarah, Alpha Centauri and Eckersley convince him that only the Doctor can convince Gebek to get the miners back to work. The Doctor suspects that their guard, Sskel, was the figure that Sarah saw at the refinery earlier, and Sarah confirms it. The Doctor and Alpha Centauri realise that Ice Warrior troops were on Peladon before Alpha Centauri sent for them. The Doctor returns to the throne room to convince Gebek to start work, but the Pels are finally united against the Ice Warriors. The Doctor explains that he wants them to pretend to go back to work so he can work out a way to deal with the invaders. The miners return to work, pleasing Azaxyr, though he still doesn't trust the Doctor. He has good reason to, as it turns out; the Doctor raises the temperature in the mines, which will weaken the heat-sensitive Ice Warriors and give Gebek and his men a real chance of defeating them. Ettis returns to the mines but can't be convinced that Gebek has a plan to defeat the Ice Warriors. Now insane, he wants to use the sonic lance to destroy the Citadel. Azaxyr has not been fooled. He informs Thalira that he will wait on the situation before allowing her to contact Federation authorities. The miners and Pel guards attack the Ice Warriors, who have been weakened by the raised temperatures in the mines. Gebek learns that Ettis intends to blow up the Citadel with the sonic lance; the Doctor will try to stop him. Sarah, looking after Rima, the miner that Ettis stabbed, to get to the lance, is captured by an Ice Warrior and brought to Azaxyr. The Doctor reaches Ettis and fights with him to stop him using the lance. Azaxyr informs Sarah and Alpha Centauri that the sonic lance has a self-destruct that will engage if Ettis tries to use it. Ettis defeats the Doctor and starts the sonic lance. It explodes. Sarah is distraught at the Doctor's apparent death. Azaxyr orders Eckersley to return the temperature to normal and turn off the ventilation in the mines. The Doctor, having survived the blast, returns to the mines. Gebek informs him that the Ice Warriors will soon be entering the mine and that the air is getting stale. The Doctor heads for the refinery, where the ventilation controls are. Gebek also informs the Doctor that Sarah is no longer in the mines. Alpha Centauri informs Thalira, Ortron and Sarah that Azaxyr has imposed martial law on Peladon; Thalira will rule in name only. They plan their escape. They distract Sskel, and he is too slow to chase them. However, Ortron is killed while trying to protect his Queen, and Azaxyr returns in time to stop Thalira from escaping. The Doctor and Gebek reach the refinery. Inside the refinery, Azaxyr and Eckersley gloat that their plans are working. Sarah and Alpha Centauri are in the communication room, where Alpha Centauri sends a general distress signal. Sarah discovers that Eckersley is really in league with the Ice Warriors. Eckersley sends out the Aggedor apparition — a matter projection of a statue of the Royal Beast armed with a directional heat ray — to scare first the miners, then the Pel guards. Sarah, on discovering the Doctor is alive, runs to join him, leaving Alpha Centauri on its own in the communications room. Eckersley and Azaxyr head back to the citadel, leaving a guard behind. Sarah appears, which distracts the guard long enough for the Doctor and Gebek to dispatch him. Azaxyr and Eckersley return to the communications room, and Azaxyr realises Alpha Centauri sent a distress call; he sends it to the throne room. Alpha Centauri tells Thalira that Azaxyr and Eckersley are really working for the Federation's enemy, Galaxy 5. Alpha Centauri accidentally gives away that Sarah is on the loose and is forced under threat of death to tell Azaxyr that Sarah and the Doctor are at the refinery. Azaxyr sends Sskel to the refinery; when he reaches it, the Doctor, Gebek and Sarah are already inside. He begins to blast the door. Two other Ice Warriors join him while the Doctor works furiously at the controls. The Doctor gains control of the mechanism creating the Aggedor apparitions and uses it against the Ice Warriors. Only Sskel survives and returns to Azaxyr. The Doctor sends Gebek back to his miners with a plan — he'll control the Aggedor apparitions to get the miners back on side. Eckersley communicates with the Doctor. He turns the security system on at the low level, warning the Doctor to surrender. The Doctor sends Sarah out to warn Gebek. Azaxyr prepares his warriors to attack the miners. An Ice Warrior approaches a group of miners, but Aggedor appears and kills him. Eckersley turns up the intensity on the security system. Azaxyr prepares an ambush for the miners and guards who are approaching the citadel. The Doctor sends the Aggedor apparitions to the Citadel, where it kills more Ice Warriors. The miners and guards head for the throne room. The Doctor collapses, finally overcome by the security system. Sarah finds a gun on a dead Pel and threatens Eckersley to make him turn off the security system. He shows her on the monitor that the Doctor is already dead, but when she looks, he takes the gun from her. He locks her in the communication room. The miners and guards storm the throne room, where Azaxyr holds his weapon on Queen Thalira. The Pels drop their weapons but attack the much slower Ice Warriors instead; in the resulting melee, Azaxyr, Sskel and all their men are killed. Sarah is freed from the communication room by Alpha Centauri and heads for the refinery and the seemingly dead Doctor. Eckersley, his allies now dead, heads for the throne room and takes Thalira hostage. They head through the tunnels. Sarah learns that the Doctor is not dead after all; he had placed himself in sensory withdrawal to avoid the effects of Eckersley's security system. The miners and guards learn that Queen Thalira has been captured and inform the Doctor. He decides to get Aggedor's help. That "help" is provided by the real Aggedor, who the Doctor has used to track down the Queen by her scent. Aggedor attacks and kills Eckersley but is himself killed in the process. Checking it for a pulse, the Doctor mourns the beast's death. As everyone recovers in the throne room, Alpha Centauri excitedly announces that Galaxy Five has sued for peace, now that their gambit on Peladon has been defeated. Thalira and her new Chancellor, Gebek, commit themselves to a new beginning for Peladon, while the Doctor and Sarah slip away to the TARDIS. Sarah insists that the Doctor reconsider the queen's offer to stay on Peladon as her chancellor, but the Doctor quells her, "In you get, Sarah." When she tries to persuade him again just to bug him, the Doctor humours her. He looks her in the eye, and firmly repeats his command. "In you get." Sarah gives up, and the two depart from Peladon. In the English countryside, Mike Yates, discharged from UNIT and recuperating at a rural Buddhist meditation centre, is concerned about a small group who meet secretly in the basement. He suspects they may be attempting to summon something evil through their meditation. Meanwhile, the Doctor is researching psychic energy and enlists the assistance of a clairvoyant, Professor Herbert Clegg. His experiments backfire when Clegg's fixation on the Metebelis crystal (which Jo Grant had recently returned to the Doctor) leads to his seeing giant spiders, and he dies of a fright-induced heart attack. Mike enlists the assistance of Sarah Jane, whose initial scepticism is erased after they are nearly run off the road by a hallucinatory tractor. Sneaking into the basement, they see the group, led by Lupton, summon a giant spider into existence. The giant spider melds with Lupton, and together they infiltrate UNIT and steal the blue crystal, leading to a lengthy chase involving the Whomobile, Bessie, a small helicopter, a hovercraft, and a speedboat. The Doctor finally catches up to Lupton's boat, but when he jumps on board, Lupton vanishes. Lupton re-appears at the meditation centre, secretly observed by the simple-minded handyman Tommy, who later steals the crystal to add to his collection of "pretties". The Doctor and Sarah Jane investigate the meditation centre. Exploring the basement, Sarah steps on Lupton's mandala and is transported to Metebelis III, where a small group of humans are held in bondage by the giant spiders, who refer to themselves as the Eight Legs. The Doctor follows in his TARDIS to rescue Sarah Jane but is incapacitated by the Eight Legs' human guards. On Metebelis III, the Doctor lingers in a coma. Tommy's brain is healed when he looks deep into the crystal. Lupton becomes embroiled in a plot led by his spider host against the Eight Leg Queen. The Doctor recovers, thanks to a machine Sarah retrieved for him from the TARDIS. In doing so, however, she is captured by the Eight Legs. Thrown into a cell with a man named Sabor, Sarah learns the history of Metebilis III: the humans are descendants of survivors of a crashed spaceship, and the Eight Legs were common spiders onboard that became mutated by radiation from the blue crystals. The Doctor finds a type of stone which nullifies the effects of the Eight Legs' energy rays, which the humans will use in their rebellion. The Doctor attempts to rescue Sarah Jane but is captured by servants of the Eight Legs. The Doctor escapes from his cocoon and reaches the mouth of the cave of the Great One, who warns him not to enter due to the lethal radiation within. She orders him to return the blue crystal that he stole and humiliates him by forcing him to march in a circle like a tin soldier via her psychic power. The Doctor is too overcome by fear to face her and escapes with Sarah Jane back to Earth in the TARDIS. They meet the leader of the meditation centre, the Abbott K'anpo Rimpoche. Meanwhile Lupton's followers, possessed by the Eight Legs, fire telekinetic force at Tommy, the only person standing in the way of their taking the crystal. Sarah Jane is revealed to be under the control of the Queen, which explains how she and the Doctor escaped so easily. With the blue crystal, which Tommy had given to K'anpo, the Doctor is able to free her mind. The Doctor is astounded to discover an old friend; K'anpo is his former mentor, a fellow renegade Time Lord now enjoying peaceful life on Earth. The attack of Lupton's followers is repulsed with the help of Tommy, but K'anpo is injured and forced to regenerate. He takes on the appearance of Cho Je, who was a projection of K'anpo's inner self all along. The Doctor realises his greed for knowledge and his theft of the crystal has set all these events into motion and that he must face his fear and probable death by returning it. He pilots the TARDIS to Metebelis III and enters the cave to confront the Great One, an enormous spider, who desires the blue crystal to complete a crystalline web that will amplify her psychic power to infinity. The Doctor obliges, but not before warning her that she is doomed to failure. With the crystal in place, she briefly succeeds, before the web overloads and destroys both her and the Eight Legs. The Doctor receives a lethal dose of radiation from the cave and barely manages to escape to the TARDIS. Three weeks later, Sarah Jane and Brigadier Lethbridge-Stewart meet inside UNIT HQ and discuss the Doctor's disappearance. While the Brigadier tries to remain optimistic and tells her that it isn't the first time the Doctor has been gone for a prolonged period of time, Sarah Jane fears that they might never seem him again. As they speak, the TARDIS appears in front of them. The Doctor stumbles out, a weary look on his face. He manages a warm, albeit weak, smile as Sarah runs up to greet him. He explains to her that he got lost in the Time Vortex; the TARDIS brought him home. He tries to take a step forward but promptly collapses onto the floor. The Brigadier and Sarah quickly run to his side. Sarah asks him why he had to go back to Metebilis III. He admits that he went back because he had to face his fear; it was more important for him to do so than to just go on living. As Sarah tearfully begs him not to die, the Doctor cups his hand up to her cheek and softly says, "A tear, Sarah Jane? Now, don't cry. While there's life, there's." The Doctor cannot finish the quote before he expires. His friends begins to fear that he might truly be dead. As Sarah closes his eyes and weeps, a projected image of K'anpo appears and assures Sarah Jane and the Brigadier that the Doctor is not dead but still alive, and that he will regenerate and become a new man. They ask when the process will begin; K'anpo replies that he is happy to help and gives the Doctor a little "push" to start the regeneration. He then vanishes, telling the Doctor's companions, "Look after him." The Doctor begins to regenerate, much to the surprise of Sarah Jane and the incredulous Brigadier. Sarah Jane exclaims, "Look, Brigadier, look! I think it's starting!" The Brigadier sighs, "Well Here we go again." The face of the Third Doctor fades away and reforms. A younger man, with long, curly brown hair, appears — the Fourth Doctor. Sarah Jane Smith and the Brigadier watch as the Third Doctor's features fade into those of the Fourth Doctor. The newly regenerated Doctor is delirious, waking to spout random lines from past adventures before again falling unconscious. The Brigadier summons the base medical officer, Lieutenant Harry Sullivan, to take the Doctor to sickbay and care for him. Meanwhile, something large and mechanical enters a Ministry of Defence advanced research centre. It kills a guard and breaks easily through a gate to steal documents from a vault. In the Doctor's laboratory, the Brigadier confides to Sarah that the plans are for a disintegrator gun. Sarah asks the Brigadier to arrange for a visitor's pass to the National Institute for Advanced Scientific Research, or "Think Tank", which admits journalists only rarely. The Brigadier is glad to help. The two leave for his office just as the Doctor sneaks into the laboratory. Finding the TARDIS locked, he discovers the key in one of his boots. Before he can enter his ship, he is interrupted by Harry, who tries to persuade him to return to sickbay. When Sarah and the Brigadier return to the lab, they find Harry shut up in a locker and hear the wheezing sound of the TARDIS starting to take off. Sarah bangs frantically on the police box, causing the Doctor to pop his head out. Sarah tries to coax the still unstable Doctor out of the TARDIS, saying they need his help to find a stolen secret weapon. She almost fails, until the Doctor recognises the Brigadier and her. The Doctor has entered the TARDIS to find a new wardrobe. He emerges in a Viking outfit, much to the Brigadier's annoyance. The Doctor tries again, but comes out wearing a royal outfit, which he immediately goes back in to change. His third attempt is a clown outfit, complete with face-paint, which is also met with disapproval. His fourth attempt has him in a long scarf and hat, but the Brigadier decides this look is better than the alternatives. The mechanical creature breaks into another facility, this time stealing components from a vault. The Brigadier brings the Doctor to investigate the break-in, but the Doctor seems more interested in a pulverised dandelion on the grounds. He points out that the force needed to do that would have to be about a quarter ton. He also deduces from the stolen items that whoever is doing this is stealing the components of a disintegrator gun. The last component is a focusing generator. The Brigadier orders the factory where it is housed to be guarded. Sarah visits Think Tank. She is shown around the grounds by the director, Hilda Winters, and her assistant, Arnold Jellicoe. Think Tank is a pure research facility — once research reaches a certain stage, it is handed to another organisation with more resources, like the government. The initial work on the disintegrator gun was done by Think Tank. Sarah notices a door marked "No Admittance" and pushes her way through into the former robotics section run by Professor J.P. Kettlewell. She remembers that Kettlewell left Think Tank after he turned against conventional science. He now works on alternative energy facilities. Sarah nearly slips on a wet patch as she looks around. Jellicoe insists, however, that there is nothing in the section. Winters and he escort Sarah out. At Emmett's Electronics, UNIT sets up barriers. The Doctor observes they have covered all directions except down. Sure enough, the mechanical thing tunnels upward into the vault where the generator is kept. By the time the others arrive, all that is left is a dead guard and a hole in the floor. At the other end of the tunnel in the woods, Benton discovers a giant, rectangular and very deep footprint. Sarah goes to see Kettlewell, who brusquely tells her that Think Tank cannot be carrying on his robotics research because no one else has the ability to do so. Still suspicious, she drives back to Think Tank and sneaks back into the robotics section, discovering the wet patch was actually oil. At that moment, a set of doors opens, and a giant, gleaming robot lumbers menacingly towards her, demanding to know who she is and what she is doing here. Sarah, panicked, runs to where she came in and meets Winters. The director explains that since Sarah was so insistent on seeing what was in there, they activated the robot as a joke. In response to Sarah's questions, the robot identifies itself as Experimental Prototype Robot K1. Its purpose is to replace human beings in carrying out hazardous activities like mining or handling radioactive materials. Sarah asks if the robot can be dangerous. Winters demonstrates by ordering K1 to kill her. K1 is unable to do so and the conflicting impulses cause it distress. Jellicoe explains that K1's prime directive is to serve and not harm humanity. Sarah observes that that was a cruel demonstration and apologises to K1 for its distress, despite Winters claiming that the robot has no feelings. After she leaves, Jellicoe tells Winters that the demonstration was dangerous. K1's programming had just been reset. Jellicoe and Winters adjust K1 again before sending it out. They show K1 a picture of Cabinet Minister Joseph Chambers, telling it that Chambers is an enemy of humanity. Meanwhile, Sarah reports what she has seen to UNIT. The Brigadier cannot act without more evidence. They decide to send Harry to Think Tank, undercover, to gather information. The others go to see Kettlewell, who is hostile at first but warms up when the Doctor shows interest in his work. Kettlewell tells them that he reluctantly ordered K1 dismantled because its capacity to learn and its power began to frighten him. He scoffs at the idea that Winters or Jellicoe would have the ability to alter the robot's programming but concedes that, if they had, it would drive the robot mad. K1 enters Chambers' home, kills him and disintegrates the door of his safe to steal a set of documents. At UNIT, the Brigadier has discovered that many Think Tank scientists, including Winters and Jellicoe, belong to the Scientific Reform Society, a fringe group advocating a society ruled by a scientific elite. K1 arrives at Kettlewell's lab in a confused state, knowing it has gone against its programming. It asks its creator for help. When the Doctor and the Brigadier go to Think Tank, Winters tells them K1 has been dismantled, but Winters is aware the Doctor knows she is lying. Meanwhile, Harry arrives at Think Tank disguised as a medical inspector. In his lab, the Doctor receives a call from Kettlewell, who tells him of K1's presence. The Doctor agrees to go over but leaves a note tacked up on the TARDIS in case it is a trap. Indeed, after Kettlewell hangs up, Winters and Jellicoe enter the professor's lab. When the Doctor arrives, he finds the place empty except for K1, who has been ordered to kill the Doctor as an enemy of humanity. Although the Doctor tries to get away, it knocks him out and raises its arm to deliver the coup de grace. Before K1 can land the killing blow, Sarah (having read the note) arrives. K1 recognises her as the person who showed concern for its well-being. When Sarah tells it that Think Tank are deceiving it, K1 flails about in confusion and distress. At that moment, Benton and a squad of UNIT soldiers arrive, but it easily shrugs off their gunfire and escapes. They find Kettlewell tied up inside a cupboard and take him back to UNIT headquarters. There, he confirms that Jellicoe and Winters altered the robot's programming and made it unstable. He explains that K1 is made of a living metal he invented, one that can grow like a living organism. That led him to another discovery, a virus that could biodegrade metal into a recyclable form. When Sarah discovers that Kettlewell is still a member of the Scientific Reform Society, she persuades him to attend that evening's meeting and let her in secretly. When Benton protests, she points out that neither of them are under UNIT's jurisdiction, and they leave. When the Doctor wakes up, he has realised that Chambers must have had access to some kind of ultimate threat. The Brigadier explains that some months before, to ensure peace, the governments of Russia, China and America decided to give the locations and launch codes of their nuclear weapons to a neutral country, Britain, for safekeeping, with the intention that Britain could publish these codes if war was imminent and allow things to cool down. Chambers was holding on to these destructor codes. If Think Tank has them, they could hold the world to ransom. When Benton tells them that Sarah has gone off with Kettlewell, the Doctor is alarmed. At the SRS meeting, Kettlewell opens a side door to let Sarah in. She hides in the meeting room as Winters addresses the membership, ranting that soon they will rule as is their right. To Sarah's shock, she credits this to one man: Kettlewell, who joins them on stage, as does K1. The robot senses Sarah's presence and homes in on her, just as the Doctor arrives to provide a distraction. He knew Kettlewell was the only one capable of altering K1's programming; the attack on him was a ruse to gain UNIT's confidence. Kettlewell explains that for years he had tried to persuade people to stop destroying the environment. Now with Think Tank, he can make them stop. The Doctor points out that in science, as in morality, the ends never justify the means, and Kettlewell gets an inkling of Winters' ruthlessness when she orders the Doctor and Sarah killed. UNIT arrives at that moment, but using K1 as cover and Sarah as a hostage, Winters, Jellicoe and Kettlewell make their escape. Harry contacts the Brigadier from Think Tank, reporting that the scientists are evacuating to a bunker, but is knocked unconscious by Jellicoe and Phillips and taken captive before he can relate any more. UNIT troops proceed to Think Tank's atomic shelter but are held off by its automated defences. Winters contacts the Brigadier; they have already given the governments of the world their demands. Unless these are agreed to, in full, in thirty minutes, she will use the destructor codes. Benton and his men knock out the bunker's machine gun nests while the Doctor uses his sonic screwdriver to detonate the mines surrounding the entrance. Winters sends K1 out, armed with the disintegrator gun, which he proceeds to use on a soldier, then a UNIT tank. It warns that it will destroy them all. In the bunker, Winters has Kettlewell make the international computer linkups so they can use the destructor codes. Kettlewell still believes Winters is bluffing, but she disabuses him of the notion. If the world governments do not give in, she will fire the missiles. The countdown begins. Kettlewell has a change of heart and tries to stop the countdown, but Jellicoe pulls a gun on him. Harry and Sarah have escaped their bonds, and Harry knocks Jellicoe to the ground. Kettlewell holds the countdown while the other two open the doors. As they exit the bunker, K1 swings the disintegrator gun on them. Sarah tries to convince K1 that Think Tank are evil. K1 struggles with the dilemma and fires the gun, disintegrating Kettlewell. With a wail, the robot cries out that it has killed its creator and collapses. With K1 apparently disabled, the Doctor and the UNIT troops make their way into the bunker. Winters has resumed the countdown. Although she moves away from the console when ordered, she is confident that no one can stop the countdown. She has not reckoned on the Doctor, who reprograms the computer and cancels the order. In the mop-up, nobody notices that K1 has revived and has taken Sarah with it into the bunker. The Doctor realises that K1 is in a state of emotional shock after killing its "father" and has developed an Oedipus complex. K1 intends to carry out Kettlewell's last orders and ensure the destruction of humanity, although the robot assures Sarah that she alone will be saved. Benton tells the Doctor of Kettlewell's description of the robot's living metal and the accompanying virus he developed. The Doctor is delighted and tells the Brigadier to find the robot while Harry and he go to Kettlewell's lab to cook up a batch of the virus. K1 locks the bunker and restarts the countdown. This time, the world governments' fail-safe procedures are activated in time. The missiles remain unfired. As K1 exits the bunker, the Brigadier fires at it with the disintegrator gun. Instead of being destroyed, the robot grows to gigantic size. It picks up Sarah like a doll and heads towards the nearby village. It places her on a rooftop as a pitched battle takes place between K1 and UNIT troops, while the Doctor races back with the virus. Driving by K1's feet in his roadster, Bessie, the Doctor throws the batch of virus at it. The virus instantly spreads over the robot, throwing its growth into reverse. It shrinks to doll size and then dissolves completely. Back at the Doctor's laboratory, Sarah is saddened by K1's demise. She realises the Doctor had to do what he did, but it had seemed so human. The Doctor observes it was capable of great good as well as great evil, so one could say that it was human. He suggests a trip in the TARDIS to cheer Sarah up. She agrees but wonders why the Doctor wants to do so right now. He has been invited to dinner at Buckingham Palace. Unlike his predecessor, the Doctor finds much of his work at UNIT to be boring. He simply doesn't wish to do so much work. Harry enters, asking where they are going. When the Doctor tells him, Harry considers the idea that a police box can go anywhere absurd. The Doctor invites Harry to step inside too, just to prove it is no illusion. Harry steps into the TARDIS and is heard to exclaim in surprise. The Doctor and Sarah follow, grinning. The TARDIS dematerialises just as the Brigadier comes in. Seeing the empty corner of the lab, the Brigadier muses to himself that he will have to tell Buckingham Palace that the Doctor will be a little late for dinner. An unseen presence approaches a space station orbiting Earth and silently infiltrates it. It reaches a human apparently asleep and unaware. The TARDIS materialises in a dark and stuffy room aboard an apparently unmanned station, due to Harry's inadvertent interference with the helmic regulator. Once the Doctor turns the lights on, the TARDIS crew decides to look round. Harry presses another switch, unknowingly trapping Sarah in a small control room where the oxygen is rapidly being consumed. By the time the Doctor and Harry find her, she is severely cyanosed. They then find themselves trapped with her. The Doctor repairs the oxygen servos just in time to save them all. He notices that the control cables had been bitten clean through. As Sarah recovers on a nearby couch, the Doctor and Harry are attacked by an automatic sentry system which fires electronic bolts at any moving organic object, including people, a cricket ball and the Doctor's scarf. Meanwhile, Sarah is transported from the couch into a chamber where she hears two voices preparing her for a "journey". The Doctor and Harry deactivate the auto guard by distracting it with Harry's shoes and discover that Sarah has vanished. Exploring further into the station, they encounter a slime trail in the corridor but continue into a restricted section holding hundreds of cryogenically suspended humans, along with animal and botanical specimens and an information store. Harry opens a berth and finds Sarah in suspension. He begins looking for a resuscitation unit to revive her and opens a cupboard — only to encounter a giant insect which looms at him. The insect falls to the floor, obviously dead for a long time. The Doctor finds a medical kit but is unsure what to do with it. One of the sleeping pallets activates, and the occupant takes the medkit and sleepily uses it to revive herself fully. She introduces herself as Vira, First Med-tech, and demands to know what the TARDIS crew are doing aboard. She agrees to revive Sarah when she realises her suspension was an accident. Vira explains that solar flares were threatening to destroy Earth's ecosystem and that the government put a select group of humans in suspension on Nerva Station, so they could repopulate the Earth after five thousand years. She is astonished when the Doctor informs her that she has "overslept" by several thousand years because of the alien's sabotage. While she tries to revive the station commander, Lazar, or "Noah" as he is known, the power fails again. The Doctor goes down to the station's infrastructure to effect repairs and sees a large, green grub in the solar collector, feeding on the solar energy. Noah revives and demands the TARDIS crew removed before they contaminate the genetic pool. He arms himself and proceeds to the control room, where he stuns the Doctor. Vira notices that Dune, the station's chief technician, is missing from his pallet. Noah ascribes this to the "regressive" interlopers. He enters the infrastructure to look for any damage the Doctor may have done but is accosted by the grub, which touches his hand and renders him unconscious. Harry and Sarah find and wake the Doctor, only to be escorted back to the cryogenic section by Noah, who keeps his hand firmly tucked out of sight in his pocket. As they return, Vira is reviving Libri, a young technician, who is instantly afraid of Noah. The commander begins to act erratically. He insists the revivals be halted and that Dune is not missing, stating, "I am Dune", before storming out. The Doctor convinces Libri to go after Noah and stop him. He proceeds to examine Dune's cryogenic pallet. He finds membrane from the alien queen's egg sac and concludes that the queen laid her eggs in Dune's body before she died, and the alien larvae have absorbed Dune's knowledge along with his body. Libri, meanwhile, finds Noah in the control room but cannot bring himself to shoot his commanding officer, who kills him before bringing his hand slowly from his pocket. He has started to metamorphose into an alien being. The voice of the Earth High Minister comes over the station's P.A. system to deliver a rousing recorded speech for the awakening colonists, while Noah tries to fight the alien presence in his mind. He contacts Vira and transfers command to her, ordering her to get the sleepers revived and down to Earth as soon as she can. Before he loses control, he says the aliens are called the Wirrn and states, "We shall absorb the humans." The Doctor and Vira go in search of Noah, leaving Harry and Sarah to revive two more crew members, Rogin and Lycett. Noah, more fully absorbed by the Wirrn, meets the Doctor and Vira in the main corridor and explains that the larvae are approaching adulthood. Vira takes what is happening to Noah very badly; the commander and she were "pair-bonded" for the colonisation. Harry and the Doctor perform a brief autopsy of the queen and discover the Wirrn are a space-borne species. Vira begins to initiate the next phase of revivals. The Doctor convinces her to delay while he develops a plan to stop the Wirrn. Using the Ark's technology, he links his mind to the queen's neural cortex, experiencing her last few memories. Meanwhile, a grub breaks into the cryogenic chamber and kills Lycett. Harry and Rogin run to the armoury for fission guns, narrowly avoiding Noah, and drive the grub back into the air duct with the Doctor's help. The Doctor has learned that the queen was killed by the auto guard and decides to electrify the walls of the cryogenic section. He transmats Rogin and Harry to the control room before the power fails again and realises that the Wirrn must be pupating into adults. He goes down to the infrastructure to turn the power back on, but Noah has almost become an adult Wirrn and advances on the Doctor. The only thing that remains human about him is his face, and even that mutates. Vira appears at the top of the stairs and fires her stun gun at Noah, allowing the Doctor to get clear. Noah asks Vira to stay and listen to his proposal. If she and the awakened crew-members take the station's shuttle, he will order the swarm to let them go. The Wirrn will absorb the remaining sleepers and become a technologically advanced race, like the human pioneers who displaced them, centuries before, from their homeworld in the Andromeda Galaxy. Vira refuses to abandon the Ark, and the crew tries to come up with a way to ensure power will reach the Doctor's electric bulkheads. Sarah suggests the shuttle Noah mentioned and volunteers to carry a power cable through the service conduits to the cryogenic section. As she proceeds past the Wirrn, they try to stop her and the shuttle crew from performing their tasks. Two Wirrn are repelled by a test burn from the shuttle's engines. Sarah gets stuck in the conduit. The Doctor uses reverse psychology, complaining she is useless in an emergency and not nearly as tough or resourceful as she thinks. Sarah fights her way free, only to realise she has been "conned" by the Doctor. The electricity keeps the Wirrn at bay, but Noah threatens to turn off the oxygen, which the Wirrn don't need. The Doctor tries to remind Noah of his human past and urges him to lead the swarm back into space where they belong. Instead, the entire swarm breaks into the shuttle's cargo hold and tries to reach the bridge. Vira sets the controls for automatic take-off and disembarks, while Rogin and the Doctor remove the synestic locks that hold the shuttle down. Rogin sacrifices himself by removing the final lock. He is killed by the shuttle's exhaust. As the Doctor wonders if Noah led the swarm aboard the shuttle on purpose, Noah radios the station and says goodbye to Vira before sabotaging the shuttle, making it explode in space and proving his humanity had won. Vira vows to get the sleepers revived and down to Earth, but without the shuttle they will have to rely on the transmat. The Doctor, however, notices the transmat receptors on the ground are faulty and volunteers to beam down with Harry and Sarah to fix them, while Vira returns to her duties. The Fourth Doctor and his companions Sarah Jane Smith and Harry Sullivan transmat down from Space Station Nerva to a field on the now-healed Earth. The Doctor starts fixing the circle of transmat refractors with his sonic screwdriver while the others wander off to explore. As they walk across the plain, Sarah hears a sound and sees movement on the top of a hill. Harry dismisses it. Two men in spacesuits, Erak and Zake, are observing the Doctor through the crosshairs of their rifles. Erak leaves Zake to watch the Doctor while he reports the presence of the Doctor to another man in a spacesuit, Krans, who is tending a campfire. Meanwhile, Harry slips on the edge of a hole and tumbles into it. He is stuck, unable to climb out. Sarah observes that the edge of the hole had been covered deliberately. Harry has no choice but to stay put as Sarah goes to fetch the Doctor. Zake's observation of the Time Lord is interrupted by a strange floating robot that bears down on him. Zake flees, the robot pursuing him over the edge of a cliff. The Doctor finds Zake's body when Erak and Krans arrive. Thinking the Doctor has killed Zake, they stun him with their rifles before he can explain. As they carry the unconscious Doctor away, they are watched by yet another spaceman, Roth. Sarah gets back to the circle to find the Doctor gone, his screwdriver abandoned. When Sarah returns to the hole, Harry is nowhere to be seen. Something had started throwing rocks down at Harry and, in scrambling for cover, he found a way out of the hole, climbing through some rocks to the hills beyond. Sarah is about to climb down into the hole to look for Harry when Roth grabs her from behind, hiding her as the drone floats past. Once the danger is gone, Roth introduces himself to Sarah. It was he who covered the edge of the hole, trying to trap the drone. He tells Sarah that the robot serves an alien who lives among the rocks, an alien who has tortured him and killed two of his crew. Roth is obviously traumatised by his experiences. He vows he will not be captured again. When Sarah tells him about her friends, he informs her that the Doctor has been taken to the campsite. At the campsite, Erak and Krans interrogate the Doctor, demanding to know what he has done to their crewmates. When the Doctor explains that he came down from Space Station Nerva, the spacemen (now joined by their leader, Vural) greet that news with great scepticism. Nerva, the lost colony of mankind, is a mere legend, like Atlantis. The spacemen are from one of the colonies, GalSec. The Doctor suddenly spots an odd looking button on Vural's suit, identifying it as non-human technology. The button is actually a remote camera. Somewhere else, everything is being observed by something with a grey, heavy, four-fingered hand. Roth brings Sarah near the campsite but refuses to approach; he tells Sarah he saw Vural go to the rocks and the alien let Vural go. The GalSec men tell the Doctor that a GalSec freighter had gone missing. Detecting a distress signal from the supposedly uninhabited Earth, they came to investigate, but their ship was vaporised when they emerged, leaving nine of them stranded. The surviving crew began to vanish one by one. The Doctor offers to fix the transmat refractors and beam them all to Nerva, where they can contact another GalSec ship, but Vural says that they are not taking orders from the "Old People". While the Nervans did nothing but sleep, the rest of mankind had spread across the galaxy and built an empire. At this point, Roth appears. While the three spacemen chase him, Sarah sneaks out from the rocks and frees the Doctor. Roth loses the others and meets up with Sarah and the Doctor. Sarah tells the Doctor about the robot, and the Doctor examines some residue on the ground, evidence of a terullian drive, except there is no terullian in this galaxy. The Doctor reasons that there must be some way out of the hole that Harry fell in, but as he climbs down, he too slips and falls to the bottom, losing consciousness. At that moment, the robot returns and snares Roth and Sarah with cables. Harry has made it to the hills, where he spots a man-sized metal sphere among the rocks. As he watches, the robot arrives with Roth and Sarah in tow. The sphere's door opens and to Sarah's horror, out steps a Sontaran warrior. When Sarah expresses her disbelief, the Sontaran tells her he is Field Major Styre of the Sontaran G3 Military Assessment Survey, identical to the other Sontaran clone she encountered, but not the same. Roth cries out that he will not be tortured again and makes a break for it, only for Styre to shoot him down. Roth had already been tested, so he was of no further use. Sarah, however, is far more interesting. The three spacemen find the Doctor in the hole, but as they force him to climb out at gunpoint, the drone arrives and snares the trio. The Doctor goes back to the bottom of the hole. He finds the same exit that Harry used. Harry, in the meantime, finds another human chained to the side of the rocks, severely dehydrated. Nearby, Styre has Sarah tied up to the rocks as well and has placed a device on her forehead. He seals her in with a force field. Styre goes to his transmitter station and reports to his Marshal. The Marshal is impatient for the intelligence report, but Styre tells him that some inconsistencies have arisen that he has to clear up before he submits it. Styre proceeds to subject Sarah to Experiment 7: resistance to fear. The device on her head begins to give Sarah hallucinations, and she starts to panic. The Doctor, however, has reached her and uses the sonic screwdriver to breach the force field. When he rips off the device on her forehead, she gives a scream and falls unconscious. The Doctor, enraged, attacks Styre, but the Sontaran easily fends him off. Styre shoots him when he runs, the Doctor collapsing in a heap. Harry finds Sarah, unconscious, and the Doctor's apparently lifeless body. The chained-up spaceman has also died of thirst and Styre records the result of Experiment 5: human resistance to fluid deprivation. Harry prepares to attack Styre from behind but is dragged back by the Doctor. Styre's shot had hit a piece of scrap metal the Doctor had taken from Nerva, saving his life. The Doctor tells Harry to look after Sarah while he discovers Styre's mission. The robot brings the three remaining spacemen to Styre's ship, where it turns out that Vural had tried to make a deal with Styre in exchange for his own life. However, Styre intends to experiment on Vural anyway, this time to determine the human ribcage's resistance to pressure and muscular strength. He forces Erak and Krans to hold a gravity bar above Vural's body, making it progressively heavier until it is all they can do to keep it from crushing Vural. Styre stops the experiment temporarily to go make another report and the Doctor eavesdrops on it. The Doctor sneaks away again and meets Sarah and Harry. He tells them that Earth's galaxy has somehow become strategically important in the Sontarans' never-ending war against the Rutans. Styre's experiments are to determine the physical limitations of humans, following which a Sontaran fleet will invade. The Doctor hatches a plan: he will distract Styre by challenging him to single combat. After a while, Styre will tire and return to his ship to recharge his energy. While the Doctor fights Styre, Harry will go to Styre's ship and remove a key component. The Doctor confronts Styre, lying to him that his experiments are useless: the spacemen are the humans' "slave class", the weakest of them all. The Doctor, on the other hand, is representative of the warrior class. Styre accepts the Doctor's challenge. While the two fight, Sarah and Harry free the three spacemen, then Harry climbs towards Styre's ship to carry out the Doctor's instructions. Styre nearly gains the upper hand, but Vural attacks him, saving the Doctor at the cost of his life. Styre reaches his limits and heads back to his ship. As the time travellers back away from Styre's ship, the Sontaran staggers out in pain, shrivelling and deflating like a balloon before exploding. The Doctor explains that the device Harry removed sabotaged the energiser, so the energy fed on Styre instead of the other way around. The Doctor makes his way to Styre's transmitter. He tells the Marshal that not only has Styre's intelligence mission failed, but that the invasion plans are in their hands. If the Sontaran fleet moves across the buffer zone, it will be destroyed. The Marshal swears revenge and terminates the signal. Erak and Krans thank the Doctor but decide to wait on Earth for the Nervans rather than transmat up to the station. As they watch, Sarah, Harry and the Doctor vanish. On a foggy battlefield, men with painted gas masks and armed with archaic rifles advance out of a trench and are brutally cut down by machine gun fire. The enemy squad marches over their bodies. The Fourth Doctor walks through the cold mist, wondering why he's not on Nerva. Suddenly, another Time Lord, Valyes, appears in front of him. The Doctor realises that they intercepted the transmat beam he and his companions were riding to Nerva. The Doctor is angry that the Time Lords are still interfering in his life, but the Time Lord explains that for the freedom they allow him they will occasionally ask for something in return. The Doctor refuses until he is told his mission involves the Daleks. The Time Lord tells the Doctor that they have foreseen that the Daleks will eventually exterminate all other life in the universe unless they're stopped. They want the Doctor to travel back to the time of their beginning to avert their creation, make them less aggressive, or find some inherent weakness in their makeup. The Doctor agrees and asks for the coordinates for Skaro, the Dalek homeworld. The Time Lord tells the Doctor that he is already there, and vanishes after giving him a Time Ring that will return him to the TARDIS when his mission is complete. Harry Sullivan and Sarah Jane Smith find the Doctor. As they explore the battlefield, they come across bodies equipped with a curious mix of ancient and modern equipment. The Doctor theorises that the war has been going on for a long time, perhaps a thousand years, with technology regressing as resources get more scarce. In the distance, they see yet another sight — a protective dome large enough to cover an entire city. The trio cross the lines into another trench, where the bodies of the fallen have been propped up to make the place appear more heavily guarded. Suddenly, gas shells drop as a squad of soldiers attacks. Another door bursts open, and black-uniformed soldiers emerge, counterattacking with submachine guns. Having dealt with the enemy, they drag Harry and the Doctor into their bunker, leaving an unconscious Sarah behind among the dead. The soldiers, all very young men, take the Doctor and Harry to see General Ravon, who is in his early twenties. These are the Kaleds, who are fighting a war with the Thals for dominance of Skaro. Soon, Ravon boasts, they will exterminate the Thals from the face of Skaro. The Doctor notices that "Kaled" is an anagram of something familiar. The Doctor and Harry disarm Ravon, forcing him at gunpoint to take them back to the surface. However, they encounter Security Commander Nyder, who becomes suspicious and orders his men to open fire. Releasing Ravon, Harry and the Doctor run for and reach the surface, but they are soon captured by the Kaleds once more. Ravon thinks the two are Mutos, the descendants of those mutated by chemical weapons in the first century of the war and cast out into the wastelands to maintain Kaled racial purity. The Doctor tells Nyder they are aliens, but Nyder is sceptical, since the Kaleds' greatest scientist, Davros, has said there is no life on other planets. Nyder takes custody of the Doctor and Harry for interrogation. Sarah has regained consciousness and, unable to enter the bunker, walks into the wastelands, where she is being followed by Mutos. She stumbles across a crumbling structure and peeps through to see an old and crippled man — referred to as Davros — his lower body enclosed in what appears to be a sophisticated mobile chair that resembles the bottom half of a Dalek. The wizened, hairless figure has a withered left arm, and his eyes are both closed over, with a third, electronic eye on his forehead blinking as he speaks. His assistant, Gharman, sets up several man-shaped targets, and Davros flicks a switch on his chair. To Sarah's horror, a Dalek is revealed in a dim glow of light. Davros gives it some simple commands in a grating, half-synthesised voice, "Exterminate!" The Dalek fires its deadly laser weapon, obliterating the targets. Davros is pleased. "Now we can begin." After Gharman and Davros lead the Dalek away, Sarah is taken prisoner by the Mutos. In the Kaled bunker, Nyder orders that the Doctor and Harry be scanned. The scan detects the Time Ring, which is confiscated despite the Doctor's protests. It is placed with their other belongings as they are taken to Senior Researcher Ronson for questioning. Two Mutos argue over Sarah's unconscious body. Gerrill notes that she is a "Norm", and Norms are to be killed by Muto law. Sevrin, however, questions why the Mutos should always destroy beauty. The fight is interrupted by a squad of Thal soldiers, who shoot Gerill but take Sevrin and Sarah to the Thal Dome as slave labourers. Ronson, a member of the Scientific Division, examines the results of the scan and is startled to discover that the Doctor and Harry are indeed aliens. Before he can question them further, an alarm rings; Davros is arriving, bringing with him his "Mark III travel machine ", which the Doctor identifies to Ronson as a Dalek. When Davros releases the primitive Dalek to independent control, it swivels around and pauses at the Doctor and Harry, detecting their non-Kaled physiology. It cries out that they are aliens and must be exterminated, but Ronson switches the Dalek off before it can fire. Davros is furious that Ronson interceded when his creation showed a natural instinct to destroy. Ronson pleads with Davros that the prisoners might hold valuable information, and Davros relents. They will be used when the demonstration resumes, at first light, but Ronson may question them until then. The two are taken to the cells. In the Thal Dome, Sarah discovers that the Thals have placed all their remaining resources into a rocket that they hope will bring them victory in one decisive strike. The slaves are being used to pack the rocket's nose cone with distronic explosives. To reduce the weight, no shielding is provided, which means the slaves will get distronic toxaemia and die after a few hours' exposure. The Doctor has learned that the bunker they are in is a few miles away from the Kaled dome. Years ago, the Kaled government decided to form a scientific elite for research, but over time the elite became more and more influential. Ronson tells them that Davros has just announced that the Mark III travel machine will now be known as a Dalek, and Ronson asks how the Doctor knew this in advance. When the Doctor reveals that he is a time traveller, Ronson confides in him that he and a few others believe the direction of Davros' research has turned immoral and evil. The elite discovered that their race was already mutating. Davros believed that this mutation could not be reversed and began experiments to determine the Kaleds' final mutated form, developing these "ultimate creatures" which he will put in travel machines. Ronson believes that, if the government were told about the experiments, they would shut Davros down, but he is unable to get out of the bunker. The Doctor offers to contact the right men if Ronson helps them escape. The first load over, Sarah and the other slaves return to their cell, exhausted. She tells them they must act before they are too weak from distronic exposure to do anything. She proposes they try to escape through the dome's exit at the top of the rocket. Overpowering their guard, the slaves rush out to the silo and start climbing, as Thal troops fire up at them. But Sarah gets into difficulties, and Sevrin urges her on. Suddenly, she loses her grip and falls, screaming. Several are shot, falling to their deaths. Sarah and Sevrin make it to the nose cone of the rocket but are caught before they can escape. Meanwhile, Ronson has helped Harry and the Doctor escape, and they make their way to the Kaled dome. Back in the bunker, Davros orders further improvements to the Dalek shell's systems. Another scientist, Kavell, tells Ronson that the Doctor and Harry have made contact with the Kaled leadership in the dome. There, the Doctor briefs the Kaled Councillors, including one named Mogran, on future events and how the name of the Daleks will terrorise the universe for generations to come. Nyder tells Davros that his spies have reported that a secret meeting between Mogran and some Councillors that oppose their work occurred in the dome with the two prisoners present. Davros tells Nyder to find out how they escaped and the details of the meeting; he will deal with Ronson in his own way. Mogran and his Councillors have decided that an independent inquiry will look into Davros's experiments, and until then, all work at the bunker will cease. If the Doctor's allegations are borne out, the project will be shut down. When they leave to tell Davros their decision, Ravon tells Harry and the Doctor that Kaled agents in the Thal dome have reported that a girl led an attempted breakout. The Kaleds know about the rocket but are unconcerned because Davros has reinforced their dome. Ravon agrees to show the Doctor and Harry how to get to the Thal dome. Davros seems to take Mogran's announcement of the inquiry well, but after they leave, he orders twenty mutants to be placed within the Dalek shells. Nyder protests that they are still unstable, but Davros replies that he will place them under a degree of computer control. He and Nyder are going on a journey. Harry and the Doctor reach the Thal dome and, while making their way through the corridors, manage to spy on a meeting between some Thals and Davros, with Nyder by his side. The Kaled chief scientist tells the Thals that he is only interested in peace. He adds that the Kaled dome is currently impenetrable but gives them a chemical formula that will weaken the dome enough for the rocket to work. All he asks is that he be allowed to help in the reconstruction of Skaro when the war is over. Harry and the Doctor continue their search for Sarah. They overpower two guards and steal their radiation suits. Entering the silo, they take care of the guard there and free the slaves. Harry, Sarah and Sevrin leave for the Kaled dome to warn them and advise an immediate offensive, while the Doctor attempts to sabotage the rocket. However, before he can do so, the guard in the silo revives and activates an electric grid, sending an electric surge through the Doctor's body, shocking him into unconsciousness. The Doctor awakens in the control room of the Thal dome, where a screen shows the Thal chemical bombardment of the Kaled dome. The Thal leader gives the order to start the rocket countdown. In the bunker, the Kaled scientists watch the bombardment with disbelief; who could have given the Thals the right formula? The Thal rocket fires and blows up the Kaled dome. The Doctor ruefully observes that he sent Harry and Sarah in there. In the bunker, Davros vows "revenge" beginning with the "Thal spy" Ronson. With an order of "Exterminate!" from Davros, Ronson is shot down by the Daleks. Davros declares the death of the Kaled race and the rise of the Daleks as the supreme being and ultimate conqueror of the universe. The Thal leader is jubilant that the war has ended and orders all prisoners to be freed, including the Doctor. The Doctor, however, is melancholy. A Thal woman, Bettan, asks him if he had friends in the dome, and the Doctor replies yes. However, he intends to continue to try to stop the development of Davros's Daleks. Bettan says that Davros is a hero, despite the Doctor telling her that he only betrayed his people because they were about to stop his experiments. In the bunker, Davros tells Gharman to implement new variations to the Dalek mutants' genetic structure. Gharman notices that this will produce mental defects, making them devoid of conscience, morality or pity. Davros calls them "improvements" and orders Gharman to carry out his orders without question, but Gharman is obviously disturbed by this development. Under Davros's orders, Daleks enter the Thal dome and begin exterminating people. Bettan runs into the Doctor, and the two flee the dome. The Doctor tells her that she has to form what Thal survivors there are into a fighting force and destroy the Kaled bunker. As the Doctor makes his way back to the bunker to retrieve the Time Ring, he is attacked by Mutos. However, he is saved by Harry, Sevrin and Sarah, who did not reach the dome before it was destroyed. Before they return to the bunker, the Doctor asks Sevrin to join Bettan and help her organise the survivors. In the bunker, Gharman quietly tries to convince Kavell that they have to stop the Daleks. However, they are overheard by Nyder. The Security Commander approaches Gharman and convinces him that he believes Davros has become a megalomaniac and has to be stopped. He arranges to meet Gharman in the detention rooms on the lower level where Davros never goes. There, Gharman gives Nyder the names of those who oppose Davros, which is all that he really wanted. Davros appears, and Nyder knocks Gharman unconscious. At that moment, Sarah, Harry and the Doctor emerge from the ventilation shaft right in front of the two and are captured. Davros interrogates the Doctor, who tells him why he is here. Davros asks him if the Daleks always win in the future, and the Doctor tells him that they have occasionally been defeated. Davros demands to know what mistakes the Daleks make, intending to correct them, but the Doctor refuses. Davros hooks Sarah and Harry up to his machines and tells the Doctor that if he lies or does not answer his questions, his friends will suffer. As Davros increases the power of the torture devices, the Doctor reluctantly answers Davros's questions. Over the course of the next few hours, he gives a litany of the Daleks' defeats and why they were defeated. The first session over, Sarah and Harry are taken to the detention area. Davros wants to speak to the Doctor, scientist to scientist. The Doctor pleads with Davros to stop the development of the Daleks. The machines are not the problem — the evil creatures inside them are. Davros says that they are merely conditioned to survive, and to do so, they must become the dominant species. When all other life is suppressed, there will be universal peace. The Doctor asks Davros a hypothetical question: if he had invented a virus that would destroy all other forms of life on contact, would he use it? Davros considers the question and observes that the power to make that choice would elevate him above the gods, and yes, he would do it. Convinced now that Davros is mad, the Doctor seizes his arm and threatens to turn off his life support chair unless he orders the Dalek mutants destroyed. However, Nyder enters and knocks the Doctor out before Davros can give the final order. Nyder takes the Doctor back to the cells, but in the meantime, Kavell has knocked out a guard and freed Sarah, Harry and Gharman. Harry, dressed as a guard, tries to stop Nyder, but he gets away. Gharman and Kavell go to organise the others against Davros, but the Doctor warns them to be careful: Davros knows what they are planning. The time travellers now have two things to retrieve: the Time Ring and the tape recording with knowledge of the future. The Daleks in the Thal dome eliminate the last of the Thals still inside and are ordered back to the bunker. Sevrin tells Bettan that there are no more survivors except those who escaped the city. In the bunker, fighting breaks out between Gharman's and Davros's supporters, with Gharman's side gaining the upper hand. To Nyder's surprise, Davros orders him to surrender. Gharman and the rebels meet Davros and deliver their ultimatum: to destroy the Daleks and cease work on the project. Davros agrees, but he wants a meeting of both the military and scientific elite in an hour and a vote to be taken on the issue. Searching through the lockers, the Doctor finds a chunk of plastic explosive and detonators. There is one option left to him to stop the Daleks: genocide. He enters the incubator room to set up the explosives, intending to destroy the Daleks forever. As Sarah and Harry wait, the Doctor staggers out, with several embryonic Dalek mutants wrapped around his throat, strangling him. With Harry and Sarah's help, the Doctor frees himself and throws the mutants back into the room. All he has to do is touch two wires together, and the Daleks are destroyed. However, the Doctor hesitates; does he have the right to commit genocide? He tells Sarah that many future worlds became allies because of their fear of the Daleks. If he wipes the Daleks out, he becomes no better than they are. Gharman approaches and tells them that Davros has agreed to the ultimatum, and the Doctor is grateful for not having to make the final decision. He disconnects the wires, and they go to the meeting. There, as Davros makes his case, the trio secretly pocket the Doctor's belongings that were confiscated earlier, but they discover the Time Ring is not there. However, Sarah finds it, and the Doctor puts it on his wrist. Meanwhile, Gharman proposes an alternative: to let the Daleks continue, not as Davros's genetically ruthless creatures, but with human strengths, weaknesses and emotions. Meanwhile, the Daleks re-enter the bunker. Bettan's rebels follow them in unseen and set up explosive charges to collapse the bunker and entomb the Daleks forever. She cannot afford to delay, and Sevrin goes deeper into the bunker to try to warn the Doctor and the others. As the vote takes place, Nyder casually walks off. Suspicious, the TARDIS crew follow him and head him off in the hallway. They grapple with him, and the Doctor unknowingly drops the Time Ring in the corridor because of the struggle. The Doctor forces Nyder to bring them to where the tape recording is kept. After Nyder tries to play innocent, the Doctor singles him out as the only one who can open the safe in Davros's office because Davros cannot do so with his handicaps and needs an assistant, and Nyder begrudgingly fetches the recording. The Doctor destroys the recording with a Dalek gun, but while the group's attention is turned away from him, Nyder gets away again, locking them in the room. The Doctor attempts to use the Time Ring to escape but then finds out he has dropped it. With the Time Ring gone, they can only watch on the monitor as Gharman and his rebels continue their confrontation with Davros. Davros offers to destroy the Daleks through a large red destruct button in the room, but only after all those present vote on it. He blackmails Kravos into siding with him over the fact he saved the Kaled's life by mending his heart with an instrument that would keep it beating, but Kravos's true loyalties still lie with the other scientists. Once those who are against Davros and the Daleks have identified themselves, Davros orders the Daleks to exterminate them. Gharman and the scientists are murdered en masse, and at the sight of this massacre, Kravos tries to intervene and is killed as well. Sevrin opens the door where the Doctor and companions were trapped and warns them about the Thal explosives. Mere moments after he leaves Davros's office, the Doctor finds the Time Ring in the hallway outside and sends his friends with it to the main entrance, while he returns to the incubator room to finish what he started, urging them to escape against their wishes to stick by his side. The Doctor is unable to connect the wires there due to a Dalek arriving and firing at him, but when the Dalek glides forward, its metal body forms a circuit with the wires and the incubator room explodes, taking the Dalek with it. Davros suddenly notices that the Dalek automated assembly line has started, although he gave no such order. One of the Daleks says it gave the order and refuses when Davros tells it to shut the line down. Davros orders Nyder to stop the line, but midway in his flighty dash to the controls, the Daleks exterminate him, and Nyder's body slumps to the floor. The Daleks state production will continue. The Doctor runs towards the main entrance, a squad of Daleks in pursuit, just as Bettan is about to give the order to detonate the charges. He makes it through the doors as they go off, sealing the bunker. Inside, the Daleks tell Davros that their programming does not allow them to acknowledge any creature as their superior. Davros argues they cannot survive without him and his guidance, but the Daleks reason they can maintain themselves under their own power and have the ability to think of new ways to survive without any outside help. Deeming anything inferior as their enemy, they prepare to destroy him and his Kaled supporters. The crippled scientist pleads with the Daleks to spare the scientists because they can help them and begs them to have pity, but that word is not in the Daleks' vocabulary. The Daleks immediately kill off the Kaled scientists, leaving Davros the last of his kind. Davros then screams and tells the Daleks that they must and will obey him. The Daleks tell him they obey no one. Davros decides to destroy the Daleks by activating the red button, struggling to reach it from his chariot, but the Daleks see what he is doing, and they apparently exterminate him. The lead Dalek proclaims that, despite their entombment, this is only the beginning. The Daleks will prepare and grow stronger and, when the time is right, they will emerge and become the supreme power in the universe. The Doctor acknowledges that even with the incubator room gone, he has only managed to hold back the Daleks' progress by a thousand years or so. As the Thal resistance exits the bunker, the travellers say their good-byes to Bettan, Sevrin and the others and prepare to use the Time Ring. Sarah asks the Doctor why he does not seem disappointed that he failed; as they are whisked away through time and space, the Doctor tells Sarah that although the Daleks will create havoc and destruction for millions of years, he knows that out of their evil must come something good. The Fourth Doctor, Harry and Sarah Jane spin through time and space back to Space Station Nerva. They land in the control room they left when they last beamed down to Earth, but Sarah notices the TARDIS is not there. The Doctor says the TARDIS is drifting back in time towards them and they just need to wait for her to catch up. He leaves the Time Ring behind, prompting Harry to claim ownership of it. Before Harry can even touch it, the Time Ring vanishes, returning to its place of origin with the Time Lords. A door slides open, revealing a dead body and many more beyond, littering the outer ring of the station. In a communications room, crewman Warner warns off an approaching spaceship from Nerva Beacon, which is under plague quarantine. Professor Kellman, a planetary surveyor, asks Commander Stevenson how long they can run a fifty-man station with three men, but the other officer, Lester, thinks they can manage. Nerva is on a thirty-year assignment to warn ships away from Voga, the new asteroid it is orbiting, until its presence is updated on all the starcharts of inbound ships. The time travellers find a sealed door leading to Section Q. The Doctor surmises that this is the same station they left, but thousands of years in the past, before solar flares devastated Earth. As the Doctor tries to get through the door, the trio fail to see a silver, snake-like creature — a Cybermat — crawling around the bodies behind them. Somewhere else, an alien tries to contact Nerva and barely gets through to Warner before he is shot by two more of his own kind. The only place the signal could have come from is Voga, but Kellman tells Warner that he set up the transmat station there and spent six months cataloguing its rocks. Voga had drifted into the solar system fifty years before and had been captured by Jupiter's gravity. An asteroid of that size drifting between star systems could not support life, he says, and he warns against going down to Voga and spreading the plague. Warner logs the call anyway. The Doctor opens the sealed door, which activates an alarm. On Voga, Vorus, leader of the Guardians of the mines, orders his men to bury the dead Vogan that was shot earlier. Magrik, his aide, tells him that the dead Vogan was frightened of Vorus's plan. Vorus tells him that they can trust their agent on Nerva. Gold buys humans, and they have more gold on Voga than in the rest of the galaxy. The reason the agent had not contacted them is probably because the Cybermen are monitoring transmissions. In the communications room, the Cybermat attacks Warner, biting him before it is thrown off. Warner collapses, glowing veins appearing on his face, while Kellman enters and pulls the magnetic log tape from the console. Meanwhile, the Doctor, Harry and Sarah have reached the forward control room mere seconds before Lester and Stevenson enter, levelling their weapons at them. The door behind them slides open to reveal the communications room, and Kellman brings Stevenson to Warner's fallen form. When Stevenson sees that his crewman has the plague, he prepares to shoot Warner to halt the infection's spread, but the Doctor stops him. The Doctor lies, saying that they are a medical team sent from Earth, and convinces Stevenson to let Harry examine Warner. They take Warner to the crew quarters as Kellman returns to his own room and spies on the Doctor and Stevenson in the communications room using an assembled device. Stevenson tells the Doctor about the asteroid, formerly Neo Phobos, but renamed Voga by Kellman. The Doctor recognises the name, Voga, the Planet of Gold, and realises that Cybermen are involved. Stevenson says the Cybermen died out centuries before, but the Doctor points out they merely vanished after attacking Voga at the end of the last Cyber-War. Hearing all this, Kellman contacts a Cybership nearby, its crew commanded by a Cyber-Leader with a black helmet. The ship moves towards Nerva. Warner is dead. When the Doctor examines the body, he finds two puncture wounds, indicating that Warner was injected with poison and confirming the Doctor's suspicion that there is no plague. The Doctor says that if he had seen Warner earlier he might have been able to use Nerva's transmat to filter out the poison from his system. The Doctor has another suspicion; investigating Kellman's quarters, he finds the communications device as well as some gold. The Doctor hides when Kellman returns, but Kellman realises that someone has been inside the room. He sabotages the room, electrifying the floor and sending gas pouring up from it. Keeping off the floor, the Doctor reaches the door to open it with his sonic screwdriver. Meanwhile, Sarah turns off a monitor she has been watching and turns around, only to be attacked by the Cybermat. The Doctor escapes Kellman's room and hears Sarah scream. He throws the Cybermat to the floor and kills it with gold dust, but Sarah has already been bitten. The Doctor carries her to the transmat chamber, handing her to Harry, and prepares to beam them down to Voga and back. However, Kellman has taken the transmat's pentalium drive. The Doctor reconfigures the transmat to bypass the sabotaged system while Stevenson and Lester go to confront Kellman. On Voga, Vorus sees a giant rocket, the Sky Striker. He tells Magrik his agent has informed them that the Cybermen are heading for the beacon. Vorus wants the Sky Striker fitted with its bomb head in four hours. The Doctor jury rigs the transmat, and Harry and Sarah beam down to Voga. With the poison filtered out, Sarah instantly recovers. As Harry notices that the cavern floor is littered with gold, Vogans arrive and capture them. Harry and Sarah are brought before Vorus, who wants to know who is still alive on Nerva. However, the answers will have to wait. Harry and Sarah are taken away while Vorus answers a call from Councillor Tyrum, who arranges for them to meet. Lester and Stevenson capture Kellman. The Doctor explains that the Cybermen fear Voga because gold, a noncorrosive substance, plates their breathing apparatus and suffocates them. The Doctor cannot get Harry and Sarah back without the pentalium drive, but Kellman feigns ignorance, trying to buy time until the Cybermen arrive. The Doctor uses a control box he found in Kellman's room to activate a Cybermat, threatening Kellman with it until he reveals that the drive is around his neck. Harry and Sarah are chained in a cave. Harry notes that the chains are solid gold, soft metal through which they may be able to file. Meanwhile, Tyrum tells Vorus that he knows that aliens have come to Voga. He also knows that Vorus wants Voga to emerge as a trading power again and not hide from the Cybermen, who apparently disappeared centuries ago. Tyrum no longer trusts Vorus or the Guardians and will send his militia to take over the mines. Vorus is furious, but Tyrum says his troops have orders to crush any resistance. Fighting breaks out in the mines between the Guardians and the militia. Vorus tells Magrik to keep Tyrum from finding out about the Sky Striker and to kill the two humans immediately. Harry and Sarah have freed themselves, however, and get away before the execution team arrives. They are pursued by more Guardians, who fire at them. Harry and Sarah are cornered and about to be shot when militia troops appear, forcing the Guardians to stand down. The Doctor has repaired the transmat but cannot lock onto Harry and Sarah as they have left the receptor circle. Lester detects an incoming ship, but it does not respond to their signals. As the Cybership docks, the Doctor recognises it for what it is but cannot lock the hatch. The Cybermen enter, as if in a funeral march or procession. Lester and Stevenson shoot at the Cybermen, but the Cybermen return fire and shoot sizzling balls of light from their head ports on their foreheads that take Lester and Stevenson down. The Doctor tries to sneak away, but the Cybermen shoot him several times and he lies on the floor, looking dead. One of the Cybermen reports that all resistance is overcome. The leader then proclaims, "The Beacon is ours!" The Cyber-Leader tells Kellman that the three men are not dead, merely neutralised; they are necessary to their plan. Kellman set the transmat receptors mere yards from a shaft that leads into the core of Voga. The environment is hostile to Cybermen. The three men will carry explosives to Voga and destroy the asteroid. Kellman insists on going down to Voga first to check that the transmat is functioning properly, and the Cyber-Leader beams him down. There, he runs into some militia. Not realising the distinction between them and the Guardians, he demands to see Vorus and is taken away while trying to warn them that they are all in danger. Meanwhile, Harry and Sarah are brought before Tyrum and tell their story. When Harry mentions the cybermats, Tyrum asks Harry and Sarah to accompany him to confront Vorus. The Doctor wonders what Kellman's reward is, if it is not Voga's gold. He taunts the Cyber-Leader, saying that the Cybermen were finished once humans discovered their weakness to gold and ended the Cyber-Wars. The Cyber-Leader tells the Doctor that is why Voga must be destroyed before the Cybermen resume their campaign. The Cyber-Leader says Kellman was promised the rule of the solar system after the Cybermen have conquered it. With Cyberbombs strapped to their backs, the Doctor, Lester and Stevenson are briefed. They are to plant the bombs in the core of the planet, after which they have fourteen minutes to return and escape via transmat. If they try to remove their harnesses before they reach the target zone, a secondary explosion will kill them. Their progress will be followed by radar. They beam down, accompanied by two Cybermen. Militia arrive and start to fire on the Cybermen, who make short work of the Vogans. None of the three men believe that the Cyber-Leader will keep his word and and let them escape, but they have to keep moving towards the target zone as they are being monitored. On Nerva, the Cyber-Leader declares that Kellman is of no further use to them. Tyrum questions Kellman, who tells him that he and Vorus were working to lure the Cybermen to the beacon, which Vorus has targeted with a rocket. At that moment, a militia man arrives to tell Tyrum about the arrival of the Cybermen, and their weapons are useless. Kellman urges them to use the rocket. Tyrum orders his men to use every weapon they can while he speaks to Vorus. Harry tells Sarah to get back to Nerva to warn the Doctor while he tries to stop the rocket from being fired. When Tyrum tells Vorus about the Cybermen on Voga, he shows Tyrum the Sky Striker, on which he has been working for two years. With the Cybermen already on Voga, they have no time to get it ready. Vorus claims his plans were to free his people from the fear of the Cybermen and bring them back into the light. Tyrum scoffs. Vorus has allied himself with Kellman, a double agent and murderer, motivated solely by the promise of gold. Harry suggests finding another way into the core to stop the bombs. The Cybermen continue their slaughter of the Vogans as the bomb timer ticks. Sarah transmats back to Nerva, where she overhears the Cybermen monitoring the three men's progress. However, the deeper the three men go, the more the gold interferes with the radar. The men continue onward to the centre of the asteroid. Harry and Kellman, meanwhile, crawl down a cross shaft towards the same place. With the exit blocked, Harry pushes against the rocks, causing a rock slide. Kellman pushes Harry out of the way, only to be crushed to death by a boulder. On the other side, rocks rain down on the Doctor. Harry exits the shaft and finds the Doctor unconscious. Not knowing the danger, Harry tries to unbuckle the Doctor's harness. Lester recovers and stops Harry from unbuckling the harness. The Doctor then recovers and asks Harry if he caused the rockfall, and Harry replies he must have. The Doctor then yells, "Harry Sullivan is an imbecile!", before passing out. Now recovered, the Doctor conceives a plan. Stevenson will go on and create a radar trail, while the rest use the cross shaft to surprise and attack the Cybermen with gold. The Doctor and Harry jump the two Cybermen, trying to push gold dust into their chest plates, but the Cybermen are too strong, and Harry and the Doctor are forced to retreat. Lester leaps onto the Cybermen and undoes his harness, the explosion killing himself and the Cybermen. With the loss of contact, the Cyber-Leader orders immediate detonation. Sarah tries to stop them but is thrown to the floor. However, when the button is pressed, no explosion follows. The Doctor has disarmed the countdown device, which allows him to release his harness safely. With Sarah tied up, the Cyber-Leader now plans to send Nerva, loaded with more Cyberbombs, into Voga's centre to destroy it. Magrik tells Vorus that the Sky Striker is ready, but before he can launch it, the Doctor asks them to give him fifteen minutes to transmat to Nerva and deal with the Cybermen himself, armed with a bag of gold dust. If he does not contact them in that time, they can launch the rocket. The Doctor reaches Nerva and frees Sarah while the Cybermen are loading the bombs. He takes the Cybermat and its control box, filling the Cybermat with gold dust. He sends the Cybermat to attack a Cyberman, injecting him with the dust and killing him. As Nerva begins to move towards Voga, Vorus sees this and tries to fire the rocket. Tyrum shoots Vorus, but as the Guardian dies, he triggers the launch. The Doctor and Sarah's attack on the remaining Cybermen fails; the Doctor is forced by the Cyber-Leader to tie himself and Sarah up, and they are left to perish in the crash. However, the Sky Striker is approaching just as fast. The Doctor unties them both and contacts Voga, instructing them to steer the rocket towards the Cybership that is just leaving. The Sky Striker veers away from Nerva and destroys the Cybership instead. However, the beacon is still on a collision course. The Doctor unlocks the gyro controls, skimming Nerva just above Voga's surface until they reach the other side of the asteroid and open space. The TARDIS materialises in the control room just as Harry arrives via transmat. The Doctor tells his companions to hurry up; he's received a message from Brigadier Lethbridge-Stewart through the space-time telegraph the Doctor left him, which means it is a grave emergency. Although Harry asks if they should say good-bye to the Commander, Sarah tells him not to argue. The three rush into the TARDIS, and it dematerialises. On an oil rig off the coast of Scotland, a strange, high-pitched beeping sound echoes through the structure. It begins to break apart, collapsing into the North Sea. The Fourth Doctor, Harry and Sarah hitch a ride with a motorist to the town where the Brigadier and UNIT have set themselves up in an inn. The Brigadier is talking to Huckle, an official of Hibernian Oil, who owned the rig. Huckle complains that three rigs have been destroyed in the last month, two of them belonging to Hibernian. The Brigadier assures Huckle that UNIT is also concerned, especially about the loss of life. The Doctor, Harry and Sarah arrive at the inn. It turns out that the man who has given them a lift is the Duke of Forgill, a local landowner. The Duke is angry about Huckle's men trespassing on his land. Huckle assures him that he has warned his employees about this, and any who are caught will be dismissed without question. However, the Duke warns that any of Huckle's men caught on his land will be shot. He also wants to know what UNIT are doing here, but the Brigadier says that it is a sensitive matter. Though not pleased, the Duke leaves. On the shoreline, a survivor of the destroyed rig washes up, barely alive. The Brigadier brings the Doctor, Harry and Sarah to Hibernian Oil, where Huckle briefs them on the injuries of the rigs' crew. Harry decides to examine the injuries at the sickbay, while Sarah goes to talk to some of the locals. Huckle cannot understand it: the rigs were designed to be unsinkable and the seas were calm and empty before the incidents. The Doctor darkly notes that the sea is never empty. Back at the inn, Sarah talks to Angus, the landlord. She admires a stuffed stag's head above the fireplace, a gift from the Duke just this past week. Angus observes that the Duke has not been himself since the oil companies came. His servants have all left to go and work for them, leaving Forgill Castle cold and empty. He tells Sarah about Tulloch Moor and people disappearing over the centuries when the mist comes down. Sarah is sceptical — evil spirits do not destroy oil rigs. All this while, something alien watches Angus and her on a monitor screen. The Duke's man, Caber, sees the rig survivor, Munro, stagger from the surf. Harry is driving by and and goes to Munro as he collapses. Before Munro can tell Harry about what smashed the rig, Caber fires a rifle, killing Munro and creasing Harry's forehead with a second shot. Harry falls, unconscious. Back at the inn, the Doctor is working on a radio probe to check for localised jamming when a call comes in informing them about Harry. Alien hands manipulate strange, organic controls. A high-pitched beeping summons a creature from the depths. It heads towards the Ben Nevis rig. The rig's communications with Huckle are jammed. The Doctor and Sarah visit Harry, who is sedated and being tended by Sister Lamont, the nurse. The Brigadier arrives to tell him of the Ben Nevis rig's destruction. Sarah stays with Harry while the Doctor goes with the Brigadier. Outside, the Doctor spots wreckage from the rig with odd holes in it. He asks Sergeant Benton for plaster of Paris and makes a mould of the holes, revealing that something with very large teeth bit the rig. The watching aliens decide that the Doctor knows too much and must be destroyed. Harry awakens. Sarah goes to tell the Doctor while Sister Lamont tells Harry he will be very well looked after. A high-pitched beeping echoes through the room, and Harry looks up in fear. As Sarah calls the Doctor, a suction-tipped hand clamps down on her shoulder. She turns as she is grabbed by a large, orange biped creature. The Doctor hears Sarah's cries over the telephone and rushes to the sickbay. Sister Lamont tells them that she found Sarah gone and Harry's bed empty. The Doctor snoops around and finds Sarah unconscious in a decompression chamber. As Sarah comes round and starts telling the Doctor about what happened, a Zygon locks them in and starts to remove the air from the chamber. To escape death, the Doctor hypnotises Sarah into not needing to breathe and then puts himself in a similar trance. Harry is brought to the Zygon ship deep underwater, where he meets their warlord, Broton. Centuries ago, their spaceship was damaged, and they landed on Earth. They were waiting for rescue when they heard that their world had been destroyed in a stellar explosion. Now, they intend to claim Earth for their own, using the sea monster under their command, an armoured cyborg of great power. Broton explains that the Zygons depend on the lactic fluid of the Skarasen. Harry realises that if the monster is destroyed, the Zygons will die. Broton declares that no human weapon can affect the Skarasen. The Brigadier is briefing one of his officers at the inn when gas floods the room, knocking them all out. Meanwhile, Benton has found the Doctor and Sarah. He opens the pressure door. The Doctor exhales, awakens and carefully revives Sarah. He tells Benton the trance was a trick he picked up from a Tibetan monk. The Doctor, Sarah and Benton find the entire village has been drugged by some kind of nerve gas, but they soon revive. The Doctor deduces that this was done so that something could get around unseen. The Zygons watch Huckle give the Doctor a device he found in the wreckage: the signal device that summons the Skarasen. Broton says it must be recovered. Harry is taken to another room in the ship, where he sees other humans hooked up to booths, providing the Zygons with "body prints" that they use to assume human form. The Doctor hypothesises that the signal device sends out a primeval mating call to attract the beast. The savaged body of a UNIT soldier is found on the moor, and the Doctor and the Brigadier go to see it, leaving Sarah behind in case Harry turns up. He does, but it is his Zygon duplicate Madra. He takes the signal device, saying that the Doctor asked him to collect it. Sarah notices his curious behaviour and questions him, but he pushes her aside and runs away. Sarah and some soldiers pursue him. Sarah discovers "Harry" hiding in an upper level of a barn, and he attacks her with a pitchfork. She steps aside at the last moment, and he falls, impaling himself on his weapon and turning back into a Zygon. The signal broken, Broton realises Madra is dead and remotely disperses the corpse. Harry, however, is freed from his body print booth. Sarah wonders how the aliens knew they had the signal device. The Brigadier orders the inn searched for bugs. Broton in turn orders the Skarasen unleashed, even if it reveals their presence. The signal device begins to beep. The Doctor grabs it to lure the creature away, while the Brigadier tries to get a fix on the activating signal. The Skarasen catches up to the Doctor on the moor, and he finds that he cannot get rid of the semi-organic signal device which has fastened itself to his palm. The Brigadier traces the incoming signal to Loch Ness. As the Doctor stumbles, Broton orders the Skarasen to destroy him. Harry rushes into the Zygon control room and randomly hits controls, making the device fall off the Doctor's palm and allowing him to roll out of the Skarasen's way. Since the device is dead, Broton assumes that the Doctor is too and recalls the Skarasen. The Doctor retrieves the device and makes his way back across the moor as the Skarasen glides away. In the ship, Harry is dragged away by the other Zygons. The Doctor is met halfway by the Brigadier and Sarah, who tell him that the signal came from Loch Ness. The Doctor decides to visit Forgill Castle, right next to the loch. They get a frosty reception from the Duke, who does not believe them about the monster, aliens and their intention to drop depth charges in Loch Ness. At the inn, Angus discovers the Zygon surveillance link in the stuffed deer head that was the Duke's gift. As he tries to pry it loose, Sister Lamont enters the inn. The sister turns into a Zygon and kills him, removing the link after. Angus' dying cries are heard by Benton and some UNIT soldiers, who discover the body and pursue the killer. The UNIT troops sweep through the nearby forest and fire on the Zygon. The Brigadier is told a Zygon is being cornered. He and the Doctor leave Sarah at the castle to research the monster. In the woods, the wounded Zygon disguises itself again as Sister Lamont and fools a UNIT soldier long enough to knock him out and steal his jeep. At the inn, the Doctor notices the missing eye in the deer head and realises that the Duke may be a Zygon facsimile. At the castle, Sarah examines the upper bookshelves. She triggers a hidden switch, and a section of the bookcases slides open, revealing a passage. She takes a torchlight and goes in, following a long dark tunnel that leads to the Zygon ship. "The Duke" (in reality Broton) finds the open bookcase. He and "Caber" take the wounded "Sister Lamont" (the Zygon Odda) into the ship; the crew must be alerted and the intruder found and destroyed. Sarah finds the cell where Harry is held. She frees him, and they sneak back to the castle, just in time to meet the Brigadier and the Doctor. Sarah tells the Brigadier about the Zygon ship. The Doctor enters the tunnel but does not get far; a scream is heard. The Zygons emerge in their true forms. Broton tells the humans that they are leaving with the Doctor as their prisoner. He warns them the oil rigs were only a test; the "big event" is yet to come. Broton retreats, sealing the entrance to the tunnel. The Brigadier orders the loch depth-charged to bring the Zygon ship to the surface. The Zygon ship does rise but keeps on rising into the sky, flying away. Broton orders a jamming signal transmitted to block the humans' radar systems. The Brigadier prepares to move his troops out, but Sarah and Harry suggest they search Forgill Castle before they leave for clues to the Zygons' plans. Sarah finds some papers that indicate the Duke is the President of the Scottish Energy Commission, but Harry dismisses the information as useless. They return with the Brigadier to London. The Zygon ship lands in a disused quarry. UNIT cannot track it. Radar stations are knocked out all over the country. However, there are reports of a large underwater object heading south at high speed. Broton enters the Doctor's cell and, taking the Duke's form again, tells him that Phase I of the conquest of Earth is complete. A great Zygon refugee ship is on its way but will take some centuries to arrive. In the meantime, Earth's environment must be restructured with human labour and Zygon technology to turn it into a new homeworld. Left alone, the Doctor rigs some of the organic technology in his cell, electrocuting himself but sending a transmission to help UNIT track the ship to the quarry. By the time Broton and his men open the Doctor's cell door, the Doctor is apparently dead. However, when Broton leaves, the Doctor comes to. He makes his way to the body print chamber and frees the real Duke, Sister Lamont and Caber. Broton leaves the ship to plant a trilanic activator on his target, which the Skarasen will then destroy, proving the power the Zygons hold. When Phase II is complete, he will broadcast his demands to the world. Inside the ship, the Doctor uses his sonic screwdriver to set off the fire sensor, triggering an alarm. When the Zygons go to investigate, the Doctor ushers the humans out of the ship, jamming the hatches and activating the ship's self-destruct. The Brigadier has arrived, and the escapees reach UNIT's position. The Doctor shouts for everyone to get down, just before the Zygon ship explodes. However, Broton is still free and has control of the Skarasen. The target is in London and must be close to the River Thames. The Brigadier says the Prime Minister will be at a conference at Stanbridge House, near the river. The Duke adds it is the first International Energy Conference, with delegates from all over the world. As the Duke is the President of the Scottish Energy Commission, Broton will have a pass into the meeting. They leave for London. "The Duke" places the activator in the basement of Stanbridge House. The Skarasen has been sighted mere minutes away. The Doctor finds Broton, back in his true form, who swears he will make sure the Doctor is dead this time and attacks him. Sarah calls for the Brigadier, who arrives to shoot Broton dead. The Doctor finds the trilanic activator in his pocket and feeds it to the Skarasen as it rises out of the Thames. After it consumes the device, the beast sinks back into the river and heads back to Loch Ness, the only home it has ever known. However, it is witnessed by not only the Doctor, Sarah and Harry, but many terrified Londoners. Returning to Scotland, the Brigadier tells the Duke that the incident will be kept quiet, even the appearance of a fifty foot monster in the Thames. The Doctor leads them into the woods to the TARDIS and offers all of them a lift. The Brigadier and Harry decline. Sarah agrees on the condition they go straight back to London. The Doctor promises, and the TARDIS takes off. The Duke tells the Brigadier that, as a Scotsman, he should have gotten a refund for Sarah and the Doctor's return train tickets. On a dark and distant planet, a spaceman named Braun steps out of a small base unit and plants a sign in the jungle. It carries the name and date of death of Egard Lumb. Unearthly howls echo around him, and he points a rifle warily at his surroundings before returning to the base. Meanwhile, elsewhere on the planet, another spaceman, Baldwin, finds crystals near a pit. He hands them over to Professor Sorenson. Baldwin receives a call from Braun; it is nearly night, and they need to get back to base quickly. Sorenson notes the vein they have uncovered in sector 5 is almost seventy percent pure. The last time they hit a vein this rich, Lorenzo died and the vein vanished. Sorenson says the planet is alive and took the vein back but vows he will not be beaten again. Unable to persuade Sorenson, Baldwin leaves him. At base camp, Braun is attacked by an invisible force. He vanishes, screaming. When Baldwin makes it back to the base, he is also attacked, just managing to send a distress signal before he, too, vanishes. In the TARDIS, Sarah wants to know what is wrong. The Doctor had promised they would be back in London five minutes before they left Loch Ness. The Doctor admits that they have emerged from the time vortex thirty thousand years too late. The TARDIS receives Baldwin's distress call, and the Doctor lands the ship. They emerge in the jungle, the Doctor tracking the signal with a small device. Suddenly, Sarah seems transfixed by a strange noise and stares straight ahead at something unseen until the feeling passes. A probe ship approaches Zeta Minor, the last planet in the known universe. The ship's controller, Salamar, assigns Vishinsky, the most experienced crewmember, to lead the landing party. The ship has barely enough fuel to make the return journey — they do not have power for a scan before sending the party down to locate Sorenson and his team. The Doctor and Sarah reach the base. They discover Braun's almost mummified body on the ground. The base unit's interior is dark. The Doctor surmises they are some months too late. Sarah goes back to the TARDIS to get his spectromixer so he can fix their position while he tries to restore the base's power. When Sarah leaves, the Doctor discovers Baldwin's body in the same mummified state. Sarah makes it back to the TARDIS, entering as the armed landing party draws near. Vishinsky calls the probe ship, and Salamar orders the TARDIS brought to the ship and placed in quarantine. The landing party places a clamp on the TARDIS door, trapping Sarah, who has no idea what is going on. The police box is transmatted away. The landing party spots Sorenson, who, although acting a bit strangely, assures Vishinsky he is all right and his theory about Zeta Minor has proven correct. He found the vital discovery last night in Sector 5. Sorenson believes Baldwin returned to the base, suffering from fatigue. He leads the party to it. Vishinsky asks about the other six members of his expedition. Sorenson is evasive about the exact number and concedes they have lost some people, but the important thing is that the mission is a success. When they reach the base, the landing party find the Doctor working on the systems next to Baldwin's body. Sorenson is startled to see the corpse. He says Baldwin has been murdered just like the others. Sarah finally finds the TARDIS doors unlocked and steps out to find herself on board the probe ship. Salamar tells her she is in orbit over Zeta Minor and a prisoner of the Morestrans. Salamar contacts Vishinsky and tells him to keep a careful watch on the Doctor while he questions Sarah. Salamar does not believe Sarah and the Doctor just "picked up" the distress signal, as Zeta Minor is so remote. The ship lands on the planet near the base. Sorenson says they had only been working a few weeks when the killings began, always at night. Salamar believes it is the work of alien infiltrators and suggests the Doctor confess before he is subjected to interrogation. When Salamar is told there is no sign of life anywhere else, he concludes the Doctor and Sarah must be responsible and gives the order for their execution. However, the Doctor and Sarah are escaping through the window of the store room in which they are held, whose magnetic locks are weak due to the power loss. The moment they step out, they encounter a semi-transparent, monstrous figure, its outlines glowing red, reaching out for them. One of the guards, O'Hara, fires at the creature, but it grabs him and he vanishes, screaming, only for his body to reappear, drained and mummified like the others. The Doctor is not sure what the creature is but tells Sarah he has a very unpleasant theory. Ponti, who heard O'Hara's screams, informs Salamar that the base in under attack and they find the two time travellers missing. The Morestrans fire at them as they run away into the jungle. Dawn breaks on Zeta Minor and the creature does not seem to like daylight. Vishinsky launches the oculoid tracker, a flying drone with a camera eye, to search the jungle for the fugitives. Meanwhile, Sorenson confirms that O'Hara died the same way as the other members of his expedition, through total dehydration — a kind of rapid freeze drying. Sorenson brushes off the deaths as irrelevant. His mission to Zeta Minor was to find a new source of energy to replace Morestra's dying sun, and he has succeeded. Sorenson demands that his mineral samples be taken aboard and they leave the planet immediately. However, Salamar says that alien forces must be found and eliminated. The tracker finds the Doctor and Sarah near the pit in Sector 5, a dark pool with no reflection. A party arrives, led by Ponti, but as they search the two roughly, Ponti falls into the pit with a cry. The Doctor warns the rest back, telling them they are tampering with the balance of nature on the planet and it may already be too late. At the base, Sorenson gets De Haan to help load his canisters of refined ore onto the ship. Sorensen excitedly notes that six pounds of ore could produce heat equal to the output of their sun for three centuries; full scale exploitation of Zeta Minor would provide perpetual energy. The Doctor implores Salamar to listen to him: Zeta Minor is the boundary between the known universe and one of anti-matter. In coming here, they have crossed that boundary. He warns Sorenson that if he takes those samples, they will never leave this planet, but Salamar orders the Doctor and Sarah taken to the quarantine area. Sarah suggests they simply leave in the TARDIS, but the Doctor says that the Morestrans are endangering the universe as well as themselves. He opens a canister of refined ore and takes a few crystals, placing them in an old toffee tin to test a theory. The ship tries to take off, but the systems do not respond properly. The creature attacks the ship. The force fields are raised, but there is not enough power to repel its pure energy form. Several Morestran crewmen rush out to fire at the creature, but to no avail. It drains them one by one. The Doctor tells them to link the force field to the atomic accelerator. Salamar hesitates, but Vishinsky says they have to try, and he reluctantly gives the order. This seems to work; the creature is driven back and vanishes. The Doctor tries to reason with Sorenson; as long as the ore is aboard, the creature will return, and they will be trapped here. If they jettison the canisters and make clear their intention to leave empty-handed, they will be allowed to take off. The Doctor offers to communicate that intention to the creature. Salamar agrees to let him go alone but launches the tracker to observe him. When the Doctor reaches the pit, the creature rises, engulfing the Time Lord. He falls into the pool. The Doctor seems dead. Sorenson asks Salamar to take off, but Salamar wants the ore samples removed first. As they argue, Sarah slips out of the ship into the jungle. As De Haan and Morelli start to transfer the canisters, Sorenson sneaks into the quarantine area and takes one away. The Doctor continues his seemingly endless fall through darkness, slowing until he is suspended, floating before the gigantic energy creature. When Sarah reaches the pit, she sees the Doctor climbing out, half delirious and falling in and out of consciousness. Vishinsky spots them on the tracker's signal and goes to get them, despite Salamar's protests. In his quarters, Sorenson records his observations on the ore's increase in flux activity, but something is obviously affecting him. He doubles over in pain, and his eyes glow red. He quickly quaffs a solution from a flask and returns to normal. The Doctor is placed in the ship's sickbay. When he awakens, the ship is taking off, but Sarah assures him that the samples have been jettisoned. The Doctor relaxes. He had given his word as a Time Lord to whatever was in the pit. The ship's systems start to fail as before, however, and the Doctor realises he still has some antimatter ore in the toffee tin, which he used to survive the pit. Morelli is given the tin to jettison it, but as he turns a corner, he is attacked and drained. The ship has reached free space, but drag is still increasing. The Doctor deduces that there must be antimatter still aboard. A feral Sorenson drinks another dose of his infusion and returns to normal. Examining the body in the sickbay, Vishinsky discovers that Morelli was killed the same way, even though the creature could not have gotten on board through the force field. Vishinsky ejects Morelli's body into space. On Sorenson's advice, Salamar goes to the sickbay and accuses the Doctor again of causing the deaths. He demands they open up the TARDIS or be shot. The ship is not making any headway. It hangs suspended in space despite the thrusters going at full power. The Doctor tells them they have reached the end of their elastic; it will stretch no further. In the sickbay, Sarah sees Sorenson double over in pain again. She starts to experience the same sensations she did on Zeta Minor. By the time she recovers, Sorenson is gone. Sarah hears De Haan's dying screams and goes to investigate, crying out when she sees something feeding on the crewman. Her cry distracts Salamar long enough for the Doctor to punch him and leave the quarantine area. The Doctor reaches Sarah, who describes what she saw, a hybrid creature the Doctor dubs "Anti-Man". Salamar, recovered from the blow, finds the Doctor and Sarah over De Haan's shrivelled body. Before the Doctor can explain, Salamar shoots him and orders them taken to the ejector chamber. In his quarters, Sorenson takes another dose of the formula but can no longer hold off the transformation. He collapses onto his bed, eyes aglow. The Doctor and Sarah are strapped to the ejector trays. Vishinsky protests they have no evidence to execute them like this. He refuses to obey Salamar's order. In the struggle between the two men, however, the ejection lever is thrown. Reig, a crewman on the command deck, cries for help over the ship's intercom as he is attacked. Salamar and his men rush out of the sickbay, allowing Vishinsky to reverse the ejector control before he too leaves. They find Reig dead in the same way. Salamar still rants that the Doctor caused this, but Vishinsky snaps back that they were with them when Reig's death took place. Vishinsky gives the order for a red alert; he is relieving Salamar of command. Sarah helps the Doctor out of the ejector trays and tells him about what she felt before De Haan was killed. When the Doctor learns she was with Sorenson when that happened, he realises the professor has been infected with antimatter. His brain cells are being destroyed, and he is descending to a brutish mental level, creating Anti-Man. He tells Sarah to pass the message to the command deck to seal the hatches and keep Anti-Man isolated. As the Doctor goes deeper into the ship, the section hatchways close. He uses the sonic screwdriver to enter Sorensen's quarters, finding the canister of antimatter ore. He also finds the bottle of Sorenson's solution and that the liquid reacts with the antimatter. Sorenson, again normal, enters the room. The Doctor tells him that the solution — an oral vaccine Sorenson believes will protect him against anti-quark penetration — did protect him for a time. However, it set up a cycle of chemical change, hybridising his tissues to the point where the next change could be the last. He reminds Sorenson that, as scientists, they buy their privilege to experiment at the cost of total responsibility. He hands Sorenson the canister; he knows what he must do. On the command deck, Salamar has taken the ship's neutron accelerator. He intends to expose Sorensen to its radiation, even if it kills them both. Raving, he forces Vishinsky to open the hatch at gunpoint and goes off to hunt Sorenson. In the meantime, Sorenson is on his way to the ejection chamber, intending to jettison the antimatter and himself. Unfortunately, he transforms into Anti-Man again before he can throw the lever. The Doctor finds the chamber empty and the canister abandoned. The ship continues to accelerate towards Zeta Minor; there are now two sources of antimatter, the other being Sorensen himself. When the Doctor finds that Salamar is hunting Sorensen with a neutron accelerator, he goes to stop him, telling Vishinsky to keep the hatches open. He is too late. Salamar has found Sorenson and opened the accelerator's shield. Anti-Man drains Salamar, but the radiation boosts his power. After finding Salamar's body, the Doctor finds himself faced with multiple, semi-transparent Anti-Men like the creature on the planet, which he dispels by waving the canister of antimatter at them. He reaches the command deck and tells Vishinsky that Sorensen has multiplied. Even with the hatches resealed, the Anti-Men burn their way through. The intercom is filled with the screams of dying men. The ship is fifteen minutes from impact. The Doctor takes a pistol and leaves the command deck. He works his way past more Anti-Men until he finds the Sorenson Anti-Man, whom he stuns with the pistol and takes into the TARDIS. He pilots the time ship down to Sector 5 on Zeta Minor as the Anti-Men start burning though to the command deck. The TARDIS lands in Sector 5. The Doctor and Anti-Man are locked in a struggle on the edge of the pit. Anti-Man loses his footing and falls in, and the Doctor throws the canister after him. On the ship, the other Anti-Men fade out of existence and the ship begins to pull away from Zeta Minor. Unexpectedly, the Doctor finds Sorenson, restored to human form, at the edge of the pit. He takes the professor into the TARDIS, and it dematerialises just as the creature rises from the pit. Because the Doctor kept his word, Sorenson was released. The Doctor returns to the ship for Sarah, but before they leave, the Doctor tells the still-suggestible Sorenson that he abandoned his anti-quark research for a source of energy derived from the kinetic forces of planetary movement. Sarah hugs Vishinsky good-bye. The Doctor notes they have an appointment in London, and they're already thirty thousand years late. In space, the TARDIS spins away to its next destination. Egypt, 1911: Marcus Scarman, Fellow and Professor of Archaeology at All Souls College, Oxford University, is excavating a blind pyramid. He finds the door to the burial chamber is inscribed with the Eye of Horus. The Egyptian assistants flee at the sight of the glowing hieroglyph, leaving the Professor to enter the chamber alone. As he holds a light to see the undisturbed tomb, he is blasted by a green ray that emanates from a seated and cowled figure. The Fourth Doctor and Sarah Jane Smith are still on their way back to UNIT headquarters in the TARDIS. Sarah Jane comes in with a dress on and tells the Doctor he should be glad to be going home. The Doctor replies Earth isn't his home, and it is time he finds something better to do than run around after the Brigadier. Sarah Jane attributes this state of mind to the Doctor going through something of a mid-life crisis. At the moment the tomb is disturbed, the TARDIS is forced out of its flight path. Sarah Jane sees an apparition of an alien, jackal-like face in the console room. The Doctor comments that a mental projection that could have this effect on the TARDIS would be powerful beyond imagination. He follows the energy source back to its point of origin and lands the TARDIS in the Scarman family home, a former priory somewhere in England, occupying the future site of UNIT HQ. The Doctor and Sarah Jane explore the priory and find what appear to be Egyptian artefacts in the storeroom in which the TARDIS materialised. Discovered by Collins, they are told that the house has been taken over by a mysterious Egyptian gentleman by the name of Ibrahim Namin. Collins urges them to leave. As he turns to inspect the room after the Doctor and Sarah's departure via the window, a sarcophagus lid begins to move. In another part of the priory, Namin is confronted by Dr Warlock, an old friend of Professor Scarman, but their heated debate is interrupted by a scream. Warlock and Namin find that the scream came from Collins, who has been strangled in the storeroom. Namin shoots Warlock to prevent him from going for help. The Doctor, who has witnessed the argument and heard the scream, prevents the shot from being immediately fatal by using his scarf to pull the gun in Namin's hand. The three make their escape onto the grounds of the estate. Instead of following, Namin removes the lid of another sarcophagus to reveal a mummy. Holding up his ring, he commands the mummy to activate and orders it to pursue them. The Doctor, Sarah and Warlock hide in the woods until the pursuing mummies are called off the hunt by Namin, who is summoned to the central room of the house by a blast of organ music. The three fugitives make their way to a hunting lodge on the grounds used by Laurence Scarman, Professor Scarman's brother, as a home. Laurence is an amateur scientist whose latest invention, the Marconiscope, which the Doctor recognises as a primitive form of radio telescope, has intercepted a signal from Mars. The Doctor uses a more portable device to decode the signal as "Beware Sutekh". The Doctor returns to the house in order to formulate a plan to stop Sutekh, followed by Sarah and Laurence Scarman. Namin and the mummies — really service robots — greet the arrival of Sutekh's servant, who travels to the priory via a lodestone, the portal of which is disguised as an upright sarcophagus. The Servant of Sutekh appears as a dark-helmeted humanoid figure dressed in black. The Servant ignores Namin's pleas for his life and kills him, declaring that Sutekh needs no other servant. After killing Namin, the Servant transforms into Marcus Scarman, although he appears to be an animated corpse. Scarman uses the space-time tunnel to communicate with Sutekh, immobile in his pyramid, who orders Scarman to secure the perimeter of the estate and to construct an Osiran war missile. After Scarman and the robots leave to execute their orders, the Doctor, Sarah and Laurence Scarman enter the main room. The Doctor explains that Sutekh is the last of a powerful alien race called the Osirans, a paranoid megalomaniac who came to believe that all life was his enemy. He locates the space-time tunnel but accidentally activates it and is nearly dragged through. He disrupts the tunnel with the TARDIS key and is knocked unconscious by the energy discharge. Laurence hides the three of them in a priest hole, fearing discovery by his brother. In another part of the estate, a poacher, Ernie Clements, finds a mummy trapped by one of his snares. He retreats but is prevented from escaping the estate by the deflection barrier Sutekh has ordered to be generated to secure the perimeter. Once Scarman has finished placing the generators, he finds Warlock and questions him about the other people within the barrier. Clements hears Warlock's death scream and tracks Marcus Scarman to the house. While in hiding, the Doctor realises that he will be able to stop Sutekh controlling his Servant and the mummies by using Namin's ring and Laurence Scarman's scientific apparatus. Marcus Scarman is prevented from finding them by the sudden appearance of Clements. Clements fires his shotgun at Marcus Scarman's back and is amazed to see the explosion reverse and all damage healed. Clements panics and retreats, pursued by the robots. The Doctor locates Namin's corpse and retrieves the ring. All three proceed into the TARDIS to avoid detection. Laurence is amazed by the dimensionally transcendental nature of the TARDIS. Sarah suggests they should just leave in the TARDIS, because they know that the world did not end in 1911. The Doctor demonstrates otherwise by moving the TARDIS forward in time to 1980. There, the TARDIS doors open onto a blasted wilderness, with thunder, rain and lightning hammering down on to ash fields. Sarah understands that they have no choice but to return to 1911 and stop Sutekh, or the future will be lost. The TARDIS returns to 1911, and the three retreat to the hunting lodge in order to jury-rig a jamming unit to prevent Sutekh controlling his servants. Laurence finds it too hard to deal with the Doctor's assertion that Marcus Scarman is dead and that the being with his appearance is just a puppet. Laurence overhears the Doctor telling Sarah that, when the jamming device is activated, all of Sutekh's servants will stop, Marcus Scarman included. At the crucial moment when the device is activated, Laurence attempts to stop it from happening. The robots overrun the hunting lodge after finding and killing Clements. They knock Laurence out and throw the Doctor to the floor. One reaches out to kill Sarah. One of the robots attacks the jamming device and is disabled by a sudden discharge of power. Sarah is threatened by a robot, but the Doctor tells Sarah to grab the ring that they took from Namin and order the robots to return to Control. Sarah does so, and the robots obey. Surveying the ruined equipment, the Doctor decides that the only thing that he can do is to blow up the partially-assembled rocket in the stable courtyard of the priory. Laurence suggests using blasting gelignite, a supply of which Clements kept in his hut on the estate. The Doctor and Sarah leave to locate the gelignite, ordering Laurence to strip the bindings from the now deactivated robot left in the hunting lodge. The Doctor finds the energy barrier and, with Sarah's help, deactivates a generator loop in order to get through. The deactivation is detected by Sutekh, who orders Marcus Scarman to investigate. Marcus finds Laurence in the hunting lodge. Laurence tries to make Marcus remember his childhood in order to revive his humanity but fails, and Marcus tortures Laurence in order to find out more about the Doctor. The Doctor and Sarah find the gelignite. The Doctor says Sutekh was pursued across the galaxy by his brother Horus and was finally defeated on Earth by the combined might of 740 Osirans. The Doctor and Sarah hide the gelignite near the rocket before returning to the lodge. There they find Laurence in a rocking chair, strangled, and a robot stripped of its bindings. The Doctor asks Sarah to disguise him in the bindings in order for him to place the gelignite on the rocket without being detected. However, when Sarah detonates the gelignite by shooting it with a hunting rifle, they see the explosion pause, then retreat back upon itself. The Doctor realises that Sutekh is holding back the detonation using mental power alone and that the only way to destroy the missile is travel to Sutekh's prison using the space-time tunnel and distract him. As he enters the chamber and calls out Sutekh's name, the last of the Osirans turns in response. On Earth, the explosion consumes the rocket. Angered, Sutekh paralyses the Doctor with a blast of mental force. Sutekh interrogates the Doctor and discovers that he is a Time Lord from Gallifrey. He then locates the TARDIS and decides to use it to transport Scarman to the pyramid of Mars in order to deactivate the Eye of Horus, the force that is trapping him. The Doctor avoids being killed by claiming that the TARDIS controls are isomorphic, meaning they respond to him alone. Sutekh subjects the Doctor to mind control and returns him to the priory as another of his servants. He then orders Scarman to bring a robot and Sarah into the TARDIS to travel to Mars. On Mars, Sutekh orders Scarman to dispose of the Doctor, and the robot strangles him. Scarman and the robot then find the way out of the first chamber beneath the pyramid and leave Sarah weeping over the Doctor. The Doctor then wakes up, revealing that his respiratory bypass system allowed him to avoid death, and they then set off in search of Scarman. The Eye of Horus is located at the end of a corridor beneath the pyramid. The corridor is divided into a series of chambers, and progress through the chambers is dependent upon solving logical and philosophical problems. Sutekh navigates Scarman and the robot through each problem with no deliberation, but the Doctor and Sarah are slower. At the last puzzle, a transparent cylinder materialises around Sarah. The voice of Horus tells the Doctor that the chamber has two switches and that he is allowed to ask one question of one Guardian of Horus. The Guardians materialise at the same moment as the Crucible and are mummy robots swathed in gold bindings. There is not much time, as Sarah has a limited air supply within the chamber and will suffocate unless the Doctor can find out from them which is the right switch to activate. One robot will always tell the truth and the other always lie, but which is which? Since the Guardians are contra-programmed so that one will always give a false answer, the Doctor asks one Guardian, if he were to ask the other Guardian which was the life switch, which would the other indicate? The Doctor reasons that if the Guardian he asks tells the truth then it must indicate the death switch; if it is the liar, then it would still indicate the death switch. The Doctor presses the other switch and the chamber and Guardians disappear, freeing Sarah. Scarman and the robot reach the chamber containing the Eye of Horus. Another Guardian of Horus appears and does battle with Sutekh's robot. Sutekh realises that he is moments away from freedom and channels all of his power through Scarman in order to destroy the Eye of Horus. Scarman momentarily transforms into the jackal creature Sarah saw earlier in the TARDIS and destroys the Eye before falling to the floor and decaying to dust in an instant. Arriving too late, the Doctor looks back and sees the bulkhead doors open one by one, revealing the TARDIS at the end of the corridor. He realises that the time factor can still save them. Back in the priory, the Doctor exits the TARDIS at a run, holding a piece of the TARDIS console. He runs to the main room of the priory and attaches the device to the space-time tunnel. Sutekh appears in the tunnel, travelling towards the exit, but he cannot seem to reach it. He pleads with the Doctor to release him, offering to spare the Earth as a plaything for the Doctor, but the Doctor simply turns the dial and Sutekh recedes screaming. The Doctor declares that Sutekh lived for about 7000 years. The Doctor explains that the time control from the TARDIS shifted the mouth of the space-time tunnel into the far future, which Sutekh could never hope to reach. They had two minutes to return to Earth from Mars and set the trap because this is the amount of time that it takes for radio waves to propagate between the two planets. As the Doctor and Sarah pack up and prepare to leave, a thermal imbalance in the time tunnel causes it to catch fire. The Doctor remembers that the UNIT headquarters was built on the remains of a burnt priory and the two decide to leave, re-entering the TARDIS and dematerialising. Outside, the priory is seen consumed in flames. A UNIT soldier walks, as if in a trance, through the woods, his right arm twitching spasmodically. Nearby, the TARDIS materialises. The Doctor and Sarah step out. The Doctor explains that the coordinates were set for Sarah's time, but the linear coordinates were off. They could be miles from London. In any case, Sarah is glad to be back on Earth. The Doctor detects an odd reading of energy or radiation nearby. The Doctor and Sarah meet four figures in white overalls and helmets with dark-tinted visors. When the Doctor asks them for directions, they shoot at the travellers with their index fingers. The Doctor and Sarah duck and run, with the four in pursuit. Sarah slips down a hillside and clings to a cliff ledge. The Doctor helps her up. They see the soldier, jerkily making his way towards the cliff's edge. The Doctor shouts at him to stop, but he pays no heed. He runs over the cliff and falls to his death. The Doctor searches the body. He finds a wallet full of shiny, freshly minted coins, all dated the same year. They also spot a casket-shaped pod nearby, which the Doctor finds familiar. Before he can identify it, shots ring out. The white-suited men have found them again. He and Sarah run again, avoiding their pursuers. They reach a village which Sarah recognises as Devesham. It lies about a mile from a Space Defence Station. The village, however, is deathly quiet and seems empty. The Doctor decides to try the local pub, the Fleur-de-Lys, but it too is empty, and the Doctor finds the same freshly minted coins in the register. Sarah spots the white-overalled figures coming down the street, accompanied by the "dead" soldier. A large pickup truck arrives, carrying what seem to be villagers, all in trances. They are helped off the vehicle by the white-overalled figures and distribute themselves around the village. Mr Morgan, the landlord of the pub, enters it with several other people while Sarah and the Doctor hide in the store room. The villagers take their seats silently, waiting motionless until the clock strikes eight, whereupon they suddenly come to life, acting normally. The Doctor intends to get to the Space Defence Station and contact UNIT. He leaves, telling Sarah to meet him at the TARDIS if anything goes wrong. However, the "dead" soldier finds her in the store room and questions her. Morgan suggests that Sarah might be part of "the test". When Sarah asks what test, he tells Sarah that she should go. Outside, Sarah hides behind the truck. She observes one of the white-overalled figures standing near the vehicle turn around. Its helmet visor is raised, but beneath is nothing but plastic and electronics. Sarah runs for the woods, reaching the TARDIS. She spots a similar pod next to the time machine and goes to examine it, leaving the TARDIS key in the lock. Suddenly, the TARDIS dematerialises. As Sarah is still trying to understand why, a hand reaches out from the pod. Startled, Sarah sees a man lying inside. When she goes closer, he grabs her by the throat. She breaks free and runs. At the Defence Station, the Doctor asks a soldier where the commanding officer is. The soldier just stares ahead, unresponsive. Also inside the building, Senior Defence Astronaut Guy Crayford is addressed by a disembodied voice. The voice, named Styggron, tells him there is a random "unit" within the complex and orders him to check. The Doctor enters an office marked Brigadier Lethbridge-Stewart. It is empty. Crayford enters and points a gun at him. The Doctor introduces himself as UNIT's scientific advisor. Crayford has heard of him, but as the Brigadier is in Geneva, and Colonel Faraday is in command, there is no one to confirm the Doctor's identity; he could be an impostor. Before Crayford can have the Doctor taken to detention, the Doctor flips the desk over and runs. He makes it outside before he is recaptured. Sarah sees this and sneaks into the building. She goes to the Doctor's cell and unlocks the door, unaware that from behind a wall a stony alien face is observing them. Styggron contacts Crayford again, complaining about a second random unit. Crayford identifies these random units as the Doctor and Sarah. The alarm sounds, indicating the Doctor's escape. Crayford sends his UNIT soldiers to stop them. Hiding in a storage cupboard, the Doctor tells Sarah about Crayford. She says it is impossible. Crayford was in deep space testing the XK-5 space freighter when it vanished, presumed to be destroyed. The Doctor and Sarah venture out to find Sergeant Benton standing in the reception area. He points a pistol at them. Styggron wants the Doctor captured alive. When Crayford cancels the kill order, Benton seems to be dizzy, giving the Doctor and Sarah a chance to run away. Crayford orders Harry Sullivan to cordon off the perimeter road. The Doctor and Sarah decide to return to the village and warn London. They are pursued by tracker dogs. Sarah twists her ankle in the woods, and this slows her down. The Doctor hides her in a tree, taking her scarf to draw the dogs away. He hides by submerging himself in a pond and the dogs lose his trail. Unfortunately, when the soldiers turn back, they spot Sarah and capture her. Styggron tells Crayford to locate, but not seize, the Doctor. He has other plans for him. Meanwhile, in an alien-looking room, Sarah is strapped to a table. Harry tells her it is no use to struggle. Under Styggron's order, he starts the scan. In the village, the Doctor finds the telephones are not working. He meets Morgan, who tells him the lines are down after a gale. Styggron speaks to another of his kind, Chedaki, who feels the time for experiments are over. Styggron insists that they must confirm their techniques as flawless if they are to conquer worlds other than Earth. Styggron contacts Crayford and tells him to commence the final test. In the pub, the Doctor finds more oddities: an unused dart board, plastic horse brass on the wall and a tear-off calendar with only one date. The telephone rings, and Morgan answers it. The call is for the Doctor. It is Sarah, who tells him she was captured but escaped. She asks the Doctor to meet her by the village shop and to be careful of the robots. He hangs up and finds that the telephone has stopped working again. The Doctor meets Sarah, who explains how she escaped. The Doctor remarks on the providence of her finding the only telephone in the village that worked. He believes they are being tested to find out how smart they are. He decides to take Sarah to the TARDIS and use the radio there. However, the TARDIS is gone. The Doctor is puzzled: the ship is not programmed to auto-operate, unless he asks Sarah for her TARDIS key. When she claims she has lost it, the Doctor tells her she never had it. When Sarah put the key in the lock, she released the TARDIS' pause control, and it continued its journey to Earth. This is not Earth, this is not a real forest, and she is not the real Sarah. The Doctor grabs the duplicate by the shoulders and demands to know where Sarah is. The duplicate pulls free but falls to the ground, her face popping open to reveal the electronics underneath. The android Sarah rises to its feet and fires its pistol at the Doctor's retreating form. Chedaki tells Styggron it was a foolish experiment. The Doctor could undo their plans. Styggron dismisses this. The village and the Doctor will be destroyed by a matter-dissolving bomb. The real Sarah is being kept alive so Styggron can test the virus he intends to use to cleanse the Earth of human life. All the while, Sarah is feigning unconsciousness and listening. When the coast is clear, she gets up and sneaks away. The Doctor watches the truck drive into the village and evacuate the androids to the Kraal base. The Doctor is grabbed from behind by Styggron, who gets two of the white-overalled figures to tie him up while the Kraal places the bomb at the Doctor's feet. Luckily, Sarah has made it back to the village. She uses the Doctor's sonic screwdriver to cut his bonds. They run into the base and shut the door as the village dissolves into a wasteland. However, the two are surrounded by androids, who escort them to a cell. The Doctor tells Sarah that he should have realised — the radiation levels he picked up when they landed were those of Oseidon, the Kraal planet. The levels are increasing, and the planet will soon be uninhabitable. This is why the Kraals are invading Earth. The duplicated village and their androids are a training ground. Crayford enters the cell and tells the Doctor that it is all for the best. Soon, the Kraals will send his ship back by space-time warp so he can make a normal landing. He has recently established radio contact with Earth. He fed them a story of how his ship was trapped in an orbit around Jupiter and he survived by rationing his supplies and recycling his water. With the world's attention focused on his landing, the space shells containing the androids will be taken for meteorites. The androids will emerge and pave the way for the main invasion fleet. He is helping the Kraals because, while Earth left him for dead, the Kraals rescued his ship and rebuilt his body. The Kraals only want to survive and have also promised him no humans will be harmed as long as they obey. Styggron gets "Harry" to place a drop of the virus in a jug of water to be taken to the cell. Meanwhile, although the sonic screwdriver is useless on the door, the Doctor has removed a floor plate. He intends to use the wiring below to electrocute their android guard. "Harry" enters with the water and to take the Doctor away. Before the Doctor goes, he tells Sarah not to waste the water. The Doctor is strapped to the Kraal analysis table. It will copy all his knowledge and experience. Despite what Styggron has told Crayford, he reveals he does intend genocide. Earth's resources are too limited to be wasted on an "inferior species". The virus, distributed by androids, will wipe the Earth clean in three weeks, then burn itself out. Styggron will signal the invasion fleet. Styggron leaves the machine to do its work. When it finishes, the stimulation will make the Doctor's head explode. Sarah rigs the wiring beneath the cell floor and sets a small fire to lure the android guard. He steps in the puddle of water and is electrocuted when Sarah applies the power cable. She makes her way to the Doctor and turns off the scan. She helps the disorientated Time Lord out of the base, heading for Crayford's rocket before it takes off. The rocket is launched, and the G-forces start to crush them. Sarah blacks out but is awakened by the Doctor. He tells her that was nothing; there is a more dangerous ride ahead. Before the rocket lands, the pods will be ejected. The Doctor and Sarah will ride two of them to Earth to warn the real Defence Station. He cannot guarantee they will survive the trip. As they talk, neither notices a nearby pod open to reveal an android Doctor. On Earth, Matthews at the Defence Station's scanner room picks up Crayford's rocket. Grierson, the man in charge, informs Colonel Faraday. Meanwhile, having found the TARDIS in the woods near Devesham, Benton and Harry have been searching for the Doctor and Sarah, to no avail. Benton is worried. He has never known the Doctor to leave the TARDIS key in its lock. Faraday welcomes Crayford home on the radio, but the signal is broken up by the "meteor shower" of pods. Unusually, they slow as they enter the atmosphere. Some of the pods land in a nearby field. One opens up to reveal the Doctor. However, he is unable to find Sarah. Sarah, having landed elsewhere, finds the TARDIS in the woods. As she looks around, the Doctor taps her on the shoulder. However, this Doctor is an android. Behind it, a pod opens to disgorge another Sarah replica. The real Sarah runs for it. The XK-5 re-establishes contact and comes in for a landing. Harry and Faraday head for the rocket, not knowing that Styggron is there with Crayford. The real Doctor enters the station and recognises the "dead" soldier. The Doctor shows him a pass and tells him that if he sees the Doctor again today, he is to report it to him immediately. The Doctor goes to the scanner room, leaving the soldier puzzled. When Benton tells him where Harry and Faraday are, the Doctor contacts them on the radio and urges them not to enter the rocket. He will meet them at the lift. While the Doctor gives Grierson instructions for modifying the radar dish, an android Matthews has incapacitated Benton and introduced an android replacement. Grierson says that if the Doctor points the dishes down here, it will jam every piece of electronic equipment for miles. Faraday returns to the scanner room, demanding an explanation. The Doctor tells them about the Kraal invasion. However, he is too late: Harry and Faraday have been replaced, and the android Doctor is pointing a gun at him. He slams the door in the android's face and leaps through a window. Outside, he meets Sarah. The Doctor tells Sarah their only chance is to stop the androids before they take over the complex. He runs back towards the scanner room, bluffing his way past "Benton" by posing as his duplicate. Sarah climbs up the rocket towards the real Harry and Styggron. Grierson finishes his modifications but is shot in the shoulder by the android Doctor before he can turn on the power. The android is about to shoot the original when Crayford enters, saying Styggron promised no killing. The "Doctor" calls him a fool and tells him about the virus. Crayford cannot believe this, but the real Doctor tells him that his rocket was actually hijacked by the Kraal. They did not reconstruct him, they brainwashed him. Realising the truth, Crayford rushes out, distracting the android long enough for the Doctor to make his move. In the struggle, the Doctor activates the radar, jamming all the androids in mid-step. In the rocket, Sarah unties Harry and Faraday. Styggron enters, holding a ray gun on them, but Crayford appears and attacks him. The two grapple, and Styggron shoots Crayford. The Doctor makes his own entrance, punching the Kraal, who falls on the vial of virus, cracking it open. Styggron shoots the Doctor before he dies. Sarah is horrified, but the real Doctor shows up — he had programmed his duplicate to distract Styggron. The android disintegrates into its component parts. Sarah and the Doctor make their way back to the TARDIS. Sarah says she is going to take a taxi home, but when the Doctor offers to take her home instead, she smiles, "How can I refuse?" They enter the ship, and it vanishes. On a dark and stormy night on a rocky and remote planet, an injured alien crawls from the wreckage of a space capsule. He doesn't get far. A brutish killer with a hook for a hand emerges from behind a rock and raises his knife. The hook-handed murderer, Condo, brings the severed head to his master, Mehendri Solon, who finds it unsuitable for his purpose. The TARDIS materialises nearby and the Doctor emerges in a rage, certain some external influence — most likely the Time Lords — has made them land here. He eventually realises from the stars that they are within "a couple billion miles" of Gallifrey. Resentful at being expected to do the Time Lords' dirty work, the Doctor sulks while Sarah Jane explores. She sees a vast plain strewn with the wreckage of dozens of spaceships. They find the decapitated corpse of the crash victim, which the Doctor identifies as a Mutt. Their presence is observed by a red-robed woman, Ohica of the Sisterhood of Karn. She reports to their High Priestess, Maren, who suspects their arrival is connected to their Sacred Flame. A product of superheated gas, the Flame produces the Elixir of Life that makes them immortal. However, the Flame has been dying. Without the Elixir, the Sisterhood is doomed. The Doctor and Sarah arrive at Solon's castle. Solon greets them awkwardly, remarking on the Doctor's "magnificent head". He orders Condo to bring wine. The Doctor recognises Solon as a distinguished scientist, a genius in the field of organ and tissue transplantation. His reputation was wrecked by his rumoured connection to the followers of Morbius, a notorious Time Lord criminal. Solon dismisses the idea as mere professional jealousy that nevertheless prompted him to relocate to the planet Karn. A burst of wind forces the front door open and blows the cover off a clay bust. The Doctor suspects the Sisterhood's involvement, and in the aftermath recognises the bust as Morbius only to succumb to wine drugged by Solon's servant. Sarah, who has not drunk, feigns unconsciousness. Solon tells Condo to prepare the Doctor for an operation. They carry the Doctor to the lab. Meanwhile, the Sisterhood form a circle of meditation and focus on the TARDIS, which they teleport into their chamber. They identify it as Time Lord technology. They are convinced the Time Lords are plotting to steal the last drops of the Elixir of Life. Solon and Condo go to repair the generators before the operation. While they are away, the Doctor's form glows and disappears, teleported by the Sisterhood. Sarah Jane sneaks into the lab looking for him. She opens a curtain and is confronted by a monstrous creature, a patchwork of sewn-together alien body parts, missing only a head. Returning to find the Doctor gone, Solon realises he has been captured by the Sisterhood and goes with Condo to fetch him back. Sarah follows secretly to the Sisterhood's lair. The Doctor awakens to Maren's accusation: he is a Time Lord agent sent to steal the Elixir. The Sisterhood once willingly shared the Elixir with Time Lords suffering post-regenerative trauma. Now, protecting the last few drops, the Sisterhood use their collective psychokinetic energy to crash any passing spaceships, which Solon then scavenges for body parts. The Doctor's denial isn't believed, and he is sentenced to burn at the stake. During the rite, Solon and Condo burst in. Maren, furious at the intrusion, refuses Solon's requests, first to preserve the Doctor's head, then to accept Condo in the Doctor's place. They exit sheepishly, and the ceremony continues. Sarah frees the Doctor before the flames reach him. A flash of power from Maren's ring, however, blinds her as they escape. Condo angrily confronts his master about being offered in the Doctor's place. Solon begs for his life, promising to replace Condo's hook with a real hand. This calms the hulking servant for the moment. Solon, in a secret lab, talks to an unseen voice who berates him for the delay in finishing the body. Solon persuades the voice, whom he calls Morbius, for more time. The Doctor arrives with Sarah for a consultation. Solon informs them the Elixir is the only remedy for her blindness. The Doctor resolves to return to the Sisterhood to obtain it. Solon sends Condo with a message to the Sisterhood, again asking for the Doctor's head. Solon exits, and Sarah hears the voice and follows it into the lab. She cannot see that the voice of Morbius emanates from a disembodied brain in a large vat. The brain accuses her of being an agent of the Sisterhood sent to destroy him. Solon finds Sarah and rushes her out of the lab. From outside, she overhears their plan. Once he has the Doctor's head, he will transplant Morbius's brain into the body of spare parts he is creating, freeing him to again wage galactic war. She locks in Solon, then stumbles out to find the Doctor. The Doctor is captured and brought again to Maren. He realises he's been duped by Solon; Sarah's blindness is only temporary. He persuades Maren to let him examine the Sacred Flame, convinced there must be a natural reason for its failing. He drops a firecracker down the shaft. It dislodges a buildup of soot, and the Flame is restored to its full height. Condo unlocks the lab door, and Solon sends him to retrieve Sarah. Condo finds her. He is ready to dispatch her, but he takes pity on her blindness and returns her to Solon's castle. When Solon mentions the Doctor is also a Time Lord, Morbius panics, certain the Time Lords have tracked him down. Desperate, he compels Solon to operate at once, using an artificial brain case in place of the Doctor's head. As Solon prepares to operate, Condo recognises one of the creature's arms as his own. In a blind rage, he attacks Solon. In the struggle, he knocks over the tank, and Morbius' brain falls to the floor with a splat. Solon pulls a gun and shoots Condo several times. He drafts the unwilling Sarah into helping him operate, not knowing the extent of the brain's damage. During a break in the operation, Solon finds the Doctor's apparently lifeless body left by the Sisterhood. He reflects bitterly on the irony. Meanwhile in the lab, Sarah's eyesight returns as Morbius rises behind her. The operation has restored Morbius's motor functions, but his higher cerebral functions have yet to be connected. The result is a savage monster. Solon is attacked and knocked out, Sarah is saved only by the wounded Condo's self-sacrifice, and Morbius storms out into the night. The Doctor awakens. He convinces Solon the creature must be hunted down. Together they find and tranquillise the creature, but not before it kills one of the Sisterhood. Solon convinces the Doctor he's going to dismantle the creature. Instead, he locks the Doctor out of the lab, leaving him free to complete the operation. The Doctor injects cyanide gas into the lab, killing Solon, but not before Morbius arises, fully sentient. Morbius confronts the Doctor. He says he now has the lungs of a birastrop, rendering him immune to the cyanide. He boasts that despite his monstrous appearance, his followers will rise to join him once more. The Doctor challenges Morbius to a potentially deadly mindbending contest. It overloads after a fierce contest of wills. The Doctor falls, inert. Morbius reverts to his earlier savagery. The Sisterhood, armed with torches, corner Morbius and drive him over a cliff to his death. The Doctor's life is restored with a fresh draught of Elixir produced by Maren's self-sacrifice to the Sacred Flame. The Doctor gives Ohica a pack of firecrackers in case they have any more trouble. He departs with Sarah in the TARDIS. Somewhere in Antarctica, scientists Charles Winlett and Derek Moberley discover an egg-shaped object in the ninth layer of the permafrost and take it back to their camp. John Stevenson, the base botanist, identifies it as vegetable-based and estimates it has been buried in the ice for some 20,000 years. Winlett thinks it looks tropical, like a gourd, but Moberley points out that Antarctica had ceased to be tropical at the time this was buried. Stevenson claims he feels something odd about the pod, as if it is alive, but the others dismiss this. Back in London, Richard Dunbar of the World Ecology Bureau tries to show the Doctor photographs of the pod. Although he feels that the Doctor cannot help them, his superior, Sir Colin Thackeray, insisted. The Doctor examines the pictures and asks if they had considered the idea that the pod is extraterrestrial. He tells Dunbar to contact the expedition by their regular video link and tell them not to touch it until he arrives. Back at the base, Stevenson discovers that the pod is growing larger, and he believes it is absorbing ultraviolet radiation. Winlett reminds Stevenson that London's orders are to leave it alone until the Doctor arrives tomorrow, but Stevenson thinks the Doctor is just some crank Thackeray is foisting on them. He feels it is their discovery and they can do what they want with it. In England, Dunbar visits the estate of millionaire Harrison Chase. Chase's estate is filled with thousands of plants, and he considers it his mission to protect the plant life of Mother Earth. Dunbar has come to show him pictures of the pod and its possible extraterrestrial origin, and he hints that such a valuable specimen could easily disappear for a price. Chase wants to know the precise location it was found, and Dunbar gives it to him. Chase calls for one of his men, Scorby, and gives him an assignment, telling him to take Keeler along. At the base, Winlett is half asleep near the pod. The pod opens up and a frond-like tentacle whips out and stings his arm, causing Winlett to collapse in pain. When Stevenson and Moberly find him, Winlett's face is covered with green hives. A message is sent to London informing them of the situation, but with the bad weather, it will take a few days for a medical team to reach the base. Meanwhile, the Doctor and Sarah Jane Smith arrive at the base by helicopter and are met by Moberley. He tells them that usually up to a dozen live at the base but currently the others are 60 miles away at South Bend, measuring the ice cap. In the sickbay, Winlett's body temperature is dropping rapidly, as is his pulse rate. His face and body are now covered with a green fungus, and its growth is accelerating. By the time the medical team arrives it may be too late. However, Mike Wilson from South Bend radios them that the medical team has turned back due to whiteout conditions. The Doctor asks for a blood test on Winlett and examines the now-empty pod. Stevenson acknowledges that it may be his fault; convinced that the pod was alive, he placed it under a lamp. The Doctor tells him that his actions could result in the destruction of all life on the planet. Moberley draws a sample of blood from Winlett, who is growing increasingly monstrous. Outside the base, the Doctor digs at the ice, uncovering another pod. Stevenson asks if there are any more and the Doctor shakes his head: the pods travel in pairs, "like policemen". He transfers the pod to the base freezer. On analysis, Winlett's blood is found to contain no blood platelets, but instead has schizophytes — microscopic organisms akin to plant bacteria. The sound of engines is heard, and Moberley and Stevenson go meet what they presume is the medical team. The Doctor tells Sarah that Winlett is turning into a Krynoid, a kind of galactic weed that settles on planets and eats the animal life. He does not know exactly how the Krynoids travel between the stars — their planet may be geologically turbulent, with surface explosions sending matter shooting into space. Stevenson and Moberley escort two men — Scorby and Keeler — into the base. The new arrivals were flying a private plane, but they claim they got lost and wound up at the base. The Doctor leaves to check on Winlett, taking the others and leaving Scorby and Keeler alone. Winlett's transformation is nearly complete. The Doctor suggests that the arm be amputated to try to stop the spread of the infection at its source. Even if it does not work, it might buy them time. As the Doctor is not a doctor of medicine and Stevenson is a botanist, Moberley is the most qualified. Moberley is hesitant, but Sarah persuades him in the end. As they leave to gather the necessary equipment, Winlett rises from the bed. When Moberley starts back towards the sickbay, he spots Winlett leaning against the wall. As Moberley approaches, Winlett reaches out and strangles him. Winlett leaves Moberley's dead body in the corridor and leaves the base. Meanwhile, Scorby finds the base's rifle and unloads it. Keeler is nervous, thinking that all they are here to do is to confirm the existence of the pod and report back to Chase, but Scorby disabuses him of the notion: they are to kill the witnessess, take the pod and fly back. Keeler is reluctant, but Scorby warns him that if he refuses, Keeler will be killed. Sarah finds Moberley's body. Stevenson cannot believe that Winlett has done this, but the Doctor tells him that Winlett no longer exists; his mind has been taken over and soon he will turn completely into a Krynoid. They gather their things to search for the creature and take the rifle, not realising it has been sabotaged. When the others leave, Scorby and Keeler go in search of the pod. Dunbar tells Chase about a report of an infection at the base, but he is shocked when Chase tells him he has sent his own men to Antarctica. Dunbar seeks an assurance that should anything go wrong, Chase will protect his identity. Chase pays Dunbar off. The Krynoid finds the generator hut — built far from the base because of its new fuel cell system. However, when it sees the Doctor, Stevenson and Sarah approach, it turns away. Unable to find the Krynoid, and hoping that it is frozen in the snow, the three head back to base, and the Krynoid seeks shelter in the hut after their departure. Meanwhile, Scorby and Keeler ransack the base. When South Bend calls to say the weather has cleared and the medical team are now on their way, Scorby pretends to be Moberley and tells them help is no longer needed. When South Bend gets suspicious, Scorby disconnects the radio. Keeler finds the open pod and realises that it has germinated. Scorby wants to find the actual plant that emerged, but they find Moberley's body in the sickbay instead. When Sarah and the Doctor enter the sickbay, Scorby and Keeler hold them at gunpoint. Scorby questions the Doctor about Moberley, and the Doctor tells them about the pod and Winlett's infection. When Stevenson discovers them, he finds his rifle useless and is put with the others, but he lets slip that a second pod exists. Scorby wants the second pod. He threatens Sarah's life and the Doctor relents, telling Scorby the second pod is in the freezer. Stevenson is forced to take it out and places it in a thermal container to keep it cool and safe. After this is done, Scorby forces Sarah to take him to the generator hut with Keeler in tow, leaving the others tied up behind. While the Doctor knocks over an unlighted kerosene lamp and uses the broken glass to cut Stevenson's bonds, Scorby plants a bomb in the hut which will blow up the base. Keeler at first tries to stop Scorby but with no success, and both flee the hut. Freed, the Doctor tells Stevenson to contact South Bend for the medical team and goes in search of Sarah. However, the Krynoid has returned to the base and kills Stevenson while he is making the call. The Doctor sees Scorby and Keeler's plane take off and runs to the generator hut where Sarah is tied up. She tells him about the bomb, but the creature arrives as well. They get out the door and lock the Krynoid in; they run away as the hut explodes, taking the rest of the base with it. Regaining consciousness in the snow, the Doctor and Sarah are picked up by a team from South Bend in their Snow Cat vehicle. Meanwhile, Scorby and Keeler return to Chase with the second pod. Dunbar also arrives, angered at how far Chase had gone to secure the pod. He warns Chase that the Doctor and Sarah are still alive and are scheduled to meet with him and Sir Colin in two hours. At the meeting, the Doctor and Sarah describe how well-planned the theft of the pod was. The Doctor believes that the two men were stooges. The discovery of the pod had only been reported to the Ecology Bureau, so the leak must have come from them. The Doctor is sure that the pod is in England and says that if they do not find it, it will be the end of everything — even Sir Colin's pension. He tells Dunbar to arrange for him to go to the Botanic Institute. As they leave the building, a car pulls up, and the driver claims it is theirs. The Doctor and Sarah board the limousine. The car stops in a deserted quarry, and the driver orders them out at gunpoint. As they exit, the Doctor knocks the driver over, and both he and Sarah run for it. With a bit of teamwork, the Doctor jumps the driver and punches him out. The two search the car and find in the boot a painting by Amelia Ducat, who Sarah recalls is one of the world's leading flower artists. When they go and speak to her, she tells them that the owner of the painting is Harrison Chase, and she recalls that he never paid her for the painting. Keeler, who is a botanist himself, unsuccessfully tries to convince Chase to stop the experiments on the pod. Chase orders him to inject the pod with fixed nitrogen. Dunbar calls Chase and tells him that his chauffeur is in hospital. When the Doctor and Sarah try to sneak into the mansion, they are spotted by some guards and Scorby, who capture them. The Doctor and Sarah are brought before Chase and, despite having Scorby's gun at his head, the Doctor asks Chase grimly to hand over the pod. Chase politely refuses: he has the greatest collection of plants in the world, and when the pod flowers, it will be his crowning achievement. Chase decides to show the Doctor and Sarah around the mansion and his plant laboratory before he executes them. Keeler notes that the pod is growing and tells Hargreaves, the butler, to summon Chase to the annex. There, Chase tells Keeler to inject more nitrogen into the pod. Scorby escorts the Doctor and Sarah into the gardens to kill them, but the two overpower Scorby. The Doctor uses rope to lower Sarah down the wall so she can go and warn Sir Colin, while he returns to the house to examine the pod. However, Sarah gets captured again. The Doctor makes his way back into the mansion while Sarah is escorted by Scorby back to Chase. The Doctor watches, horrified, through the skylight as Chase orders Sarah forced down to a chair, grabbing her arm and pinning it next to the pod. He wants to know what happens when the Krynoid touches human flesh. As Sarah struggles, the pod begins to open. The Doctor crashes through the skylight, knocking Scorby out and grabbing Sarah. They rush out the door, locking Chase and his men in. As Chase tries to get the guards' attention, a frond from the pod stings Keeler's arm. Finally, a guard opens the door; he and Scorby go in pursuit of the Doctor. Sneaking around the grounds again, the Doctor tells Sarah once more he is returning to examine the pod. Keeler begs Chase to get him to a hospital, but Chase is more fascinated with the transformation process than saving Keeler's life. Chase and Hargreaves take Keeler to the nearby cottage. Chase observes that the growth seems to be absorbing protein from Keeler's body and tells Hargreaves to keep Keeler fed. When the Doctor returns to the laboratory he finds it empty, but Scorby now has the drop on him. Scorby and the guard take the Doctor to the compost room. Scorby activates the crusher, remarking that Chase recycles everything. The main gate calls the house: Amelia Ducat is here demanding her money. To avoid a fuss, Chase agrees to see her. Sarah has entered the cottage and sees Keeler, who is still lucid, although covered with the Krynoid growth. Keeler tries to convince Sarah to free his bonds, but Sarah, fearing Keeler could transform at any moment, refuses, making Keeler grow more angry and paranoid. Sarah hides in a cupboard when she hears Hargreaves approach with a meal and leaves at the first opportunity. In the library, Chase writes Ducat a check. Scorby enters and asks if they should start the "recycling experiment", and Chase says he wants to see it, asking Scorby to escort Ducat out. Chase goes to the compost room and reveals that he has been feeding Keeler. The Doctor, tied up, is placed in the machine, to be shredded and pumped into the garden. Sarah is back in the house and hides behind a suit of armour as Ducat and Scorby pass. Sarah attracts Ducat's attention and asks her to take a message to Sir Colin. Sarah goes back into hiding when Scorby returns to show Ducat out. Outside, Ducat enters a car with Sir Colin and Dunbar inside and tells them what Sarah said. Dunbar, realising he has made a terrible mistake, says he will go in and get the Doctor. He tells Sir Colin that, if he does not return in half an hour, he must return to London and call UNIT. Sarah finds her way into the compost room and turns off the crusher just in time to save the Doctor. Hargreaves finds that Keeler has now almost completed his transformation and runs in a panic as the creature frees itself. In the mansion, Dunbar pleads with Chase to abandon the experiment as Hargreaves reports Keeler's transformation to Chase. Dunbar says that this has gone far enough, and he is going to get help. Chase tells Scorby to stop him. Scorby pursues Dunbar through the grounds as the Doctor and Sarah find Keeler missing from the cottage. The Doctor takes a sword from over the fireplace, and they leave to search for it. Dunbar runs into the Krynoid, which is far larger than the Winlett creature was, and no longer even humanoid. He shoots at it uselessly and is held fast by the surrounding plant life as the Krynoid kills him. Dunbar's screams attract the attention of Scorby and the guards as well as the Doctor and Sarah. The latter get there first, the Doctor drawing the sword above Dunbar's body as the Krynoid lurches towards them. The Doctor and Sarah Jane arrive just as the Krynoid finishes off Dunbar. The creature advances on them, but Scorby and his men show up and distract it with otherwise useless gunfire. They all escape to a cottage and barricade themselves in. Scorby is shocked that the creature was once Keeler. Chase calls them and orders Scorby to capture rather than kill the Krynoid and cuts off before the Doctor can explain. The Krynoid smashes a window and extends a tentacle inside, but they drive it off. The Krynoid speaks using Keeler's voice, demanding that the Doctor come out and join it and it will spare the others. Scorby is more than willing to give up the Doctor until Sarah Jane points out that without the Doctor they have no chance. The Doctor suggests Scorby rig up a bomb so they can all escape while the Krynoid is distracted. Sir Colin tries to get through on the phone while Amelia gives him some advice. Sir Colin tries to contact the Brigadier and UNIT but Lethbridge-Stewart is out of the country. He eventually gets through to Major Beresford for assistance and sends Amelia home. Chase prepares to take photographs of the Krynoid, claiming he has nothing to fear from it. The Doctor and Scorby initiate their plan as Chase arrives outside. Scorby throws his improvised bomb out an upstairs window, and the Doctor makes a run for it. The Krynoid goes in pursuit, but the Doctor escapes in the limousine, leaving the Krynoid behind. Scorby tries to find Chase at the greenhouse and discovers where he is from Hargreaves. They begin barricading the windows in preparation for the Krynoid's attack. Chase makes his way through the grounds and confronts the Krynoid. It notices him, and he approaches, taking photographs. It moves toward him as Chase claims he doesn't mean it harm. The Doctor arrives at the Bureau as Major Beresford warns he can't do anything without evidence. The Doctor warns the Krynoid can channel its power through other plants, turning vegetation against humans. He shows them a series of reports of deaths of people near Chase's estates being killed by plants. He then calls Sarah Jane and tells them Beresford is preparing to attack the Krynoid with a laser gun, but the Krynoid cuts the phone wires. Chase wakes up in the woods and has clearly had a major experience: he begins talking about how the world will be recreated. Scorby arrives, and Sarah Jane points out how the vegetation around the windows is getting thicker. When Hargreaves reports that he heard screams, Sarah Jane taunts Scorby into going to investigate with her, and they find a dead guard killed by plants. Chase arrives and tells them that it's the plants' world, and humans are only parasites. He goes to the manor to develop his photographs, then begins speaking to the plants in his greenhouse. Scorby, Sarah Jane, and Hargreaves go in to confront Chase, and he speaks of how the world will be made perfect. They can't get through to him as he talks about how he is one with the plants and animals are the enemy. Sarah Jane notices that the plants are closing in on them. The Doctor and a UNIT soldier drive onto the grounds while the plants overwhelm Sarah Jane and the others and start to strangle them. The Doctor and the UNIT soldier, Sgt. Henderson, arrive and bring chemical plant-killer. They dispose of the plants, saving Scorby and Sarah Jane while the butler Hargreaves is dead. Chase runs away, and the Doctor and the others make their way into the lab and start removing the plants. But once they're outside, Chase locks the door behind them, and they can only gaze in horror as the now enormous Krynoid towers over them. UNIT soldiers arrive and open fire with their laser gun, distracting the Krynoid so that the Doctor and his group can get to another door. The Doctor believes that Chase is possessed by the Krynoid and determines to find him and eliminate the threat he poses to them from within. After they leave, Chase slips back into the laboratory and destroys the loudspeaker system. Unable to find the millionaire, the others return to the laboratory, and the Krynoid tries to break its way in. Henderson goes to get more timber to barricade the windows, and Chase knocks him out. Scorby starts to panic and wants to run, but the Doctor warns him that every plant on the grounds is under the Krynoid's control. Meanwhile, Chase puts Henderson in the compost machine and activates it, killing the unconscious soldier. The Doctor works to repair the loudspeaker system as the Krynoid renews its attack, and Scorby panics and runs for it. He tries to make his way across the grounds through fields of hostile plants and makes his way across a shallow pond, but the plants grab and pull him underwater, killing him. The Doctor and Sarah Jane realise that Henderson is gone, and Sarah Jane goes to look for the soldier. She makes her way to the compost machine room, and Chase confronts her, telling him he's become part of the plant world thanks to the Krynoid. Chase plans to support the Krynoid and refers to humanity as parasites, then attacks Sarah Jane. Beresford contacts the Doctor, who warns they have 15 minutes until the Krynoid germinates, spreading its seeds across England. The Doctor tells them to launch an air strike before it's too late, and regardless of the fact he and Sarah Jane are at ground zero. Chase has tied up the unconscious Sarah Jane and starts feeding her into the compost machine. The Doctor arrives, sends Chase flying, and shuts off the machine to untie Sarah Jane. He gets her out, but Chase turns the machine back on and throws himself at the Doctor, and the two struggle inside the machine's bin. The Doctor climbs out as Chase is pulled into the machine, despite the Doctor's efforts to save him. The RAF launches a sighting run as Beresford and Sir Colin look for any signs of the Doctor. Sarah Jane and the Doctor can't get out through the plant life covering the house, but the Doctor rigs a steam pipe, and they blast their way out. They make their way through the hostile plant life and take refuge in a clearing filled with cut-down trees, as the RAF opens fire and destroys the Krynoid. Later, the Doctor, Sarah Jane, and Sir Colin discuss the apparent destruction of the Krynoid. Sir Colin wants the Doctor to address the Royal Horticultural Society, but the Doctor instead offers to take Sarah Jane on a vacation to Cassiopeia. However, the TARDIS materialises in Antarctica when the Doctor forgets to reset the coordinates. Simultaneously, the Doctor and Sarah Jane say, "Have we been here before or are we yet to come?" The Fourth Doctor shows Sarah Jane some of the other parts of the TARDIS interior. They come across the older console room which, unlike the primary room, is decorated with wood-panelling and has a more archaic feel. Activating the viewscreen, the Doctor sees a swirl of living energy in the time vortex — the Mandragora Helix — which starts to draw them in. The intelligence within the Helix starts to psychically attack them as the Doctor tries to pilot the TARDIS through it. The ship ends up inside the Helix itself. The Doctor and Sarah go outside but have to duck behind the TARDIS as a fragment of glowing Helix energy flies by. They escape in the TARDIS, not knowing that the fragment has entered with them. In 15th century San Martino, Italy, a peasant revolt is violently put down by Count Federico and his men, led by Captain Rossini. In a palace, Federico's brother, the Duke of San Martino, lies dying. He is attended by his son Giuliano and Giuliano's companion, Marco. The Duke's death had been foretold by Hieronymous, the court astrologer. Giuliano, a man of science, does not believe in such superstition. In fact, Hieronymous is working for Federico, and the horoscope's prediction of the Duke's death was helped along by poison. Hieronymous tells the Count that he feels his powers are growing, but all Federico wants is for the astrologer to foretell Giuliano's death next, and he will take care of the rest. The TARDIS materialises in a field near San Martino. The Doctor and Sarah go out to explore. Unseen, the energy fragment flies out of the TARDIS as well. Sarah wanders off and is kidnapped by a group of men in hooded robes. The Doctor tries to rescue her, but he is knocked unconscious. When he awakes, he witnesses the energy fragment fly towards and kill a peasant. Searching for Sarah, the Doctor is confronted by the Count's men and arrested. At the court, the Doctor tries to tell Federico that the energy fragment could spell the end of the world. The Count at first thinks the Doctor is a seer, like Hieronymous. When the astrologer quizzes the Doctor, it becomes clear that the Doctor does not believe in any of it. Federico orders the Doctor to be executed as a spy. Meanwhile, Sarah is brought before a priest. He tells her that she is the foretold sacrifice to Demnos, the Roman god of moonlight and solstice. She is dressed in a white robe and told that she will be sacrificed when the moon rises over the southern obelisk. Back at the palace courtyard, the Doctor is led to the executioner and forced to his knees for decapitation. Before the executioner's sword lands, the Doctor unfurls his scarf and hooks it around the executioner's ankle, throwing him off balance. The Doctor escapes out of the palace grounds and finds his way into some catacombs beneath the city. The guards, fearing the Brethren of Demnos who reside in those passages, stop their pursuit. Inside, Sarah is laid out on an altar. A purple-robed figure wearing a golden mask is about to stab her with a silver dagger when the Doctor snatches Sarah away. The fragment appears in the chamber, suffusing it with a red glow and providing a distraction for the two to escape. Giuliano examines the body of a guard that was killed earlier by the passage of the fragment, and while he does not know the cause of the guard's death, he dismisses ideas that it was some kind of fire demon. The Doctor and Sarah are found by some palace guards. In the temple, the Helix manifests itself as a pillar of red light and tells the purple-robed figure that he alone will be given undreamed-of powers to carry out its will on Earth and become the planet's supreme ruler. After the Helix vanishes, the figure removes the golden mask, revealing the face of Hieronymous. The guards bring the Doctor and Sarah, not to Federico, but to Giuliano, who shows him the dead guard's body and tells the Doctor of fears that if Federico rules San Martino, all knowledge and learning will be suppressed. Elsewhere, Federico discovers that Giuliano has invited several nobles to San Martino to celebrate his succession to the Dukedom. Angered, Federico demands Hieronymous make up a new horoscope and poison Giuliano before the next evening. The Doctor deduces that the Helix chose San Martino because the Brethren provided a ready-made power base. The 15th century was the transition between the Dark Ages and the dawn of the Renaissance — the Helix could gain control of the Earth now through a new religion. The Doctor tells Giuliano the temple must be destroyed. They go to the temple, and the Doctor enters the catacombs alone, but as he enters the main chamber the Helix attacks him psychically. Rossini informs Federico of Giuliano's trip to the temple, and the Count decides to take his guards to the temple to kill his "pagan" nephew. The guards corner Giuliano with their swords. Sarah runs into the catacombs calling for the Doctor, but she is caught by the Brethren. The Helix attack stops, but the Doctor is prevented from venturing further into the temple. He leaves to find Giuliano fighting off the guards and joins in with a sword of his own. Giuliano is wounded, and suddenly, the Brethren emerge from the forest armed with staves and force the guards to retreat. The Doctor and Giuliano go into the catacombs. Sarah is brought back to the astrologer's chambers, where she is left gagged as the priest and Heironymous talk. The priest is eager to sacrifice Sarah, but Hieronymous decides to use her as bait for the Doctor. Hieronymous allowed the Brethren to save Giuliano because the young prince may still have value. Sarah is brought back to the astrologer's chambers and is drugged and hypnotised to believe the Doctor is an evil sorcerer. Hieronymous gives her a poisoned needle to kill the Doctor. At the palace, the invited nobles begin to arrive, and Federico realises he does not have much time to eliminate Giuliano, but Rossini is unable to find Giuliano in San Martino. Hieronymous warns Federico that his life is in danger. Federico scoffs, believing Hieronymous to be a fraud, but he is suspicious enough to tell Rossini to banish Hieronymous from the city. In the catacombs, Giuliano and the Doctor find Sarah, who cannot remember anything after her capture by the cult. They make their way into the palace dungeons through a secret passage. The Doctor goes to confront Hieronymous, whom he has deduced is the leader of the Brethren, in his rooms. Sarah secretly follows, trying to carry out her post-hypnotic orders. When the Doctor speaks to Hieronymous, Sarah sneaks up behind with the needle, but the Doctor snaps her out of the trance, just as the guards come for Hieronymous. The astrologer escapes, but the guards capture the Doctor and Sarah as well as Giuliano. In the dungeons, Federico accuses the prisoners of being followers of Demnos. Rossini rushes in, informing the Count that members of the Brethren are gathering on the streets and moving towards the temple. The Doctor tries to convince Federico that Hieronymous is the real threat. Federico wants to see for himself and takes the Doctor with him and some guards, leaving the others as hostages. In the temple, Hieronymous summons the Helix, which begins infusing him and his followers with power. Disguised in hoods, the Doctor, Federico and the guards enter and witness the ceremony. Federico steps forward, calls Hieronymous a traitor, and rips off the golden mask, only to reveal glowing energy in the place of a face. Hieronymous raises a finger, and electrical energy stabs out at the Count, reducing him to ashes. Hieronymous then fires at and kills the two guards as well, but he does not seem to have seen the Doctor. The Doctor joins the circle around the Helix as Hieronymous announces that Mandragora will swallow the Moon the next evening and then the Brethren will strike. The Doctor slips away unnoticed. Back in the palace dungeons, Rossini is about to kill the prisoners when the Doctor arrives and reveals that Federico is dead. With that, the guards change their allegiance to Giuliano and take Rossini into custody. The Doctor observes that the Brethren are still a danger. He tells Giuliano to fortify the palace in preparation for their attack. In the meantime, the Brethren are driving people out of the city, killing those who refuse with bolts of fire, isolating the palace. Giuliano wants to cancel the masque that will celebrate his accession, but Marco is confident they can defend the palace against the Brethren, and that to cancel the masque would be a sign of weakness. The Doctor does some astronomical observations and calculates there will be a lunar eclipse that evening — Mandragora swallowing the Moon — and when the Helix takes over, it will remove all sense of purpose from mankind. Right now, however, the Helix energy is spread thinly over all the Brethren, and it could be exhausted. He asks Giuliano for a breastplate and a length of wire. Wearing the breastplate under his coat, if he has guessed right about the nature of Helix energy, he could drain it off. Hieronymous knows of a secret way into the palace, and he intends to infiltrate his men under cover of the masque. The Doctor makes his way into the temple and grounds the altar with wire. Hieronymous addresses the Doctor as "Time Lord", and says that Earth has to be possessed; if mankind's ambition is not checked, it will eventually spread into the galaxy and the powers of Mandragora will not allow a rival within their domain. Hieronymous fires a bolt of energy into the Doctor's chest, knocking him back painfully, but the Doctor survives. More bolts fire into the Doctor, but he continues to egg Hieronymous on. At the masque, the Brethren make their appearance, with the masqueraders running about in panic, as they fire into the crowd, killing two. Hieronymous then appears and tells the Brethren to take the others down into the temple for the final sacrifice. The Moon goes into eclipse, and the Brethren place their hands on the altar as a ball of Helix energy descends. However, it consumes the Brethren instead, expanding and then fading away. "Hieronymous" removes his mask — revealing the Doctor, who was imitating the cult leader's voice. The Doctor explains it as a case of "energy squared", putting the Mandragora Helix back where it came from. The Doctor and Sarah say their goodbyes to Giuliano. Just before they leave in the TARDIS, the Doctor tells Sarah that while Giuliano will not have any more trouble with Mandragora, humanity will. The constellation will be in position again in 500 years, at about the end of the 20th century. One hundred and fifty million years ago on the planet Kastria, a traitor named Eldrad is sentenced to death for crimes including the destruction of the barriers that kept the solar winds at bay. Placed into a capsule and shot into space, Eldrad awaits obliteration. The capsule is detonated prematurely, despite the risk of particle survival. Conditions are deteriorating rapidly on Kastria. The remaining Kastrians await their fate on the desolate planet. The Fourth Doctor and Sarah Jane Smith arrive in the TARDIS in a modern-day quarry on Earth and are caught immediately in a quarrying explosion. The Doctor is slightly injured. Sarah is found unconscious in the rubble, clutching a fossilised hand. She is taken to a local hospital. The hand is examined. Based on the strata of the rock in which it was found, it is one hundred fifty million years old. Pathologist Dr Carter dismisses these findings as ridiculous. Examining a sliver of the hand under an electron microscope, the Doctor observes a helix similar to DNA. The minuscule radiation of the microscope causes the sample to grow. The Doctor realises that this fossil might actually contain vestiges of life. Sarah awakens in her hospital bed, holding a crystalline ring that slipped from the hand. The ring begins to pulse with energy. Sarah hears a voice in her head: "Eldrad must live." She steals the hand and flees the hospital, knocking out Carter with a flash from the ring. She heads for the nearest nuclear reactor, the Nunton Complex. With the aid of the ring, Sarah overpowers guards and workmen and enters the reactor room. She watches as the hand absorbs radiation, regenerates its missing finger and begins to move. The head of the complex, Professor Watson, stays at his post when the reactor goes critical. He offers the Doctor aid and advice in trying to get to Sarah. She sits serenely amidst the chaos and klaxons. The Doctor resolves to enter the chamber through a cooling duct in Cooling systems control. His progress is interrupted by Dr Carter, now also under the hypnotic control of the ring. He tries to strike the Doctor while on a stairwell, but his own momentum carries him over the railing, and he falls to his death. The Doctor enters the chamber and finds there is no radiation whatsoever; the hand is absorbing the entire output of the reactor. Sarah is removed, and the hand placed in a sealed cabinet. The Doctor breaks through Sarah's hypnosis. The ring, however, is left behind in the chamber. It is found by a technician named Driscoll, who falls under its control. He takes the hand and makes his way to the reactor core. He uses the ring against the security personnel who attempt to stop him. The Doctor pursues him, closely followed by Sarah, and narrowly avoids becoming a victim of the ring. They catch up with Driscoll just as he is about to enter the core and set off a chain reaction. The Doctor pulls Sarah to the ground to await the explosion. Inside the control room, the panels explode, knocking Professor Watson to the floor. It seems they are waiting in vain, as nothing happens. The Doctor enters the reactor chamber where the level of radiation is, surprisingly, still normal. He explains that sort of "unexplosion" happened. They close the reactor core and hurry out as Watson ordered an RAF strike to destroy the hand and the reactor. The missiles' impact, however, have no effect because the hand absorbed all the energy. The nuclear missiles and the full power of the reactor are enough to complete the regeneration of Eldrad. Crystalline, silicon-based and female, she tells the story of how she created the spatial barriers that let Kastria thrive, but in an interstellar war the barriers were destroyed, and she was disgraced and condemned. Eldrad persuades the Doctor to return her to Kastria so she can save her people; he agrees on the condition that they travel to Kastria in the present, a hundred fifty million years after she left. Immediately afterwards, Watson arrives and attempts to attack Eldrad, firing a gun at her with no effect. She immediately retaliates and means to kill him, but she is persuaded otherwise by the Doctor. Leaving Watson to work on getting Nunton back to normal, the Doctor, Sarah and Eldrad return to the quarry where the TARDIS landed, and depart for Kastria. The planet is barren and ruined, but her ring reactivates some instruments. The Kastrian opens the door to the underground thermal caves looking for survivors and triggers a trap. A syringe-like dart hits her in the chest. After she explains that the dart contained an acid of her own design, Doctor and Sarah take the dying Eldrad to a regenerator chamber deep below the surface of Kastria, in the thermal chambers. Booby traps have been set along, targeting silicon-based beings. The regenerator chamber is rigged to destroy Eldrad, but a malfunction allows a full regeneration. The new form of Eldrad emerges and reveals he had based his earlier form on Sarah, the first human he encountered. Eldrad is now much taller and male. He boasts that he destroyed the solar barriers in a rivalry with King Rokon. They find Eldrad's ultimate goal, to rule Kastria. He enters the Kastrian race bank, where he intends to revive the dormant Kastrian people. The bank, however, is empty. An image of Rokon appears on a video screen, informing Eldrad that without the barriers, facing perpetual subterranean existence and a small possibility of his return, the Kastrian race elected to destroy themselves and the race bank. It was Rokon who long time ago set the booby traps. Rokon mockingly salutes Eldrad from the grave as "King of Nothing". A bitter Eldrad now decides to rule the Earth instead and demands that the Doctor return him. He refuses, stating that his obligation to Eldrad is now satisfied. Eldrad pursues the Doctor and Sarah, but they stretch out the Doctor's scarf across the passageway. Tripping over it, Eldrad falls into an abyss to his apparent doom. The Doctor drops Eldrad's ring into the depths as well. He notes that Eldrad's fate is uncertain, as silicon-based lifeforms are difficult to kill. The Doctor and Sarah depart in the TARDIS, and the Doctor sets about making repairs. Sarah bemoans her life in the TARDIS — bouncing around the universe, fleeing from bug-eyed monsters and needing a bath. The Doctor is focused on his work on the TARDIS console, which infuriates her. She demands to be returned home and storms off to her room to pack. While she is gone, the Doctor receives a telepathic summons to return to Gallifrey and notes to himself that he cannot take Sarah with him. Sarah returns with her packed things, and the Doctor informs her that he must return her to Earth, as he cannot take her with him to Gallifrey. With her idle threat suddenly becoming reality, Sarah is taken aback, especially at missing the chance to see Gallifrey. The Doctor steers the TARDIS to bring her to Hillview Road, South Croydon — Sarah's home. She asks him not to forget her; he replies likewise. Once the TARDIS dematerialises, Sarah makes her exit, noting that travel does indeed broaden the mind, and the Doctor promises her that they will meet again. After watching the TARDIS disappear to return the Doctor home, Sarah realises she hasn't been left on Hillview Road and guesses she's probably not even in South Croydon. She playfully remarks to a nearby dog, "He blew it", and, whistling, walks off toward her new life. Having dropped former companion Sarah Jane Smith back home, the Fourth Doctor heads to Gallifrey in answer to the Time Lords' summons. On the way, he is struck by a premonition in which he seems to assassinate the Time Lord President from a gallery overlooking the Panopticon. The TARDIS lands in the security area of the Citadel. Commander Hilred immediately impounds it and orders the arrest of its owner. The Doctor leaves a note on the console warning of his premonition and sneaks out of the TARDIS into the Citadel. He is cornered by a guard, who is shot dead by an unknown assailant. The arrival of an unregistered TARDIS in a high-security area raises the tension of an already tense day — the President is resigning and is about to name his successor. The Castellan Spandrell berates Hildred for his incompetence in letting the Doctor, a renegade who apparently is also a murderer, run loose in the capitol. Hildred transducts the TARDIS into the capitol, unaware the Doctor has sneaked back and hidden himself on board. Meanwhile, his movements are being monitored by a dark, robed figure and an unknown associate. The Doctor infiltrates the resignation announcement by stealing a Time Lord's ceremonial robes. While trying to remain incognito in the crowded floor, he encounters an old classmate, Runcible, now a newscaster, preparing his broadcast from the Panopticon floor. Runcible greets him coolly while waiting for a signal from a camera operator in the gallery. The Doctor looks up and is horrified to see a staser rifle fixed to the railing near the unattended camera. He causes a commotion as he charges through the room. As the President enters and stands at the dais, the Doctor grabs the staser rifle. He aims and fires. The President falls down dead. The Doctor is quickly apprehended by security. The assassination has thrown Gallifrey into a constitutional crisis because the President had yet to name his successor. Chancellor Goth, thought to have been the most likely successor, calls for prompt elections and opts to stand as a candidate. Goth also urges the Doctor's swift trial and execution. At the trial, Goth's prosecution moves swiftly. The Doctor, however, invokes Article 17 of the Gallifreyan Constitution, naming himself as a candidate for President. Under it, he cannot be denied the right to make his claim. Goth is outraged, but Chancellor Borusa (the Doctor's former teacher at the Academy) acknowledges that the article gives him protection. He is grudgingly given forty-eight hours to prove his innocence. The robed figure is told by his associate of the Doctor's use of the constitutional loophole. He has anticipated this. The figure is shown as a horribly disfigured and decaying husk. The Doctor attempts to convince Spandrell and Coordinator Engin of his innocence; his shot was intended for the actual assassin, who stood in the crowd on the Panopticon floor. Someone is going to great lengths to frame him. He notes that the sights had been fixed on the rifle to intentionally throw off his aim. Spandrell confirms this by aiming at a target himself. He begins to believe the Doctor. They find the Doctor's original blast mark on the wall. The Doctor realises the gallery camera would have recorded the actual assassin. Runcible screams with horror when he looks into the camera barrel. Running to the gallery, they find the camera barrel empty except for the miniaturised corpse of the cameraman. The Doctor recognises this as the work of his arch enemy, the Master, and reasons that he has returned to Gallifrey for a final showdown. Runcible goes to fetch the recordings, but when he returns, he falls with a knife protruding from his back. Spandrell and Engin cannot comprehend why there is no bio data extract for the Master in the APC Net (aka the Matrix). This is a network of past and present Time Lord minds that acts as an enormous database and future forecaster. The Doctor decides there must be an unauthorised second access point into the Matrix. The Master used this to forecast the assassination into his mind and then wipe all trace from the Matrix. He reasons that either the Master or the assassin working with him must be inside the Matrix. Despite the stern warning from Engin, he interfaces with the Matrix to find him. The Doctor finds himself in a vast, rapidly shifting terrain, the domain of the assassin. The two engage in a pitched battle of wills. The assassin has the definite advantage of having created the virtual reality world inside the Matrix. The Doctor finds himself in a jungle. He steps on a train track, and it becomes stuck. He looks forward to see a masked man driving a train towards him. The Doctor prepares for impact, but nothing happens. He gets his foot out and moves on. The Doctor evades the many pitfalls laid for him inside the Matrix. These include being strafed by a biplane and tracked by the assassin. His physical body (still in the APC room) is enduring a terrible and potentially lethal strain. Meanwhile, the assassin is finding the battle of wills extremely taxing as well. The Master increases the power, despite the assassin's plea it will kill him. The Doctor begins to turn the tables on his assailant, first by booby trapping the hunter's equipment, then by avoiding the water poisoned by the assassin. He improvises a blowpipe and shoots a poisoned dart at the assassin, but he is wounded himself. As the Doctor comes closer to winning the conflict, the Master sends one of the chancellor's guards now under his power to the APC room to kill the Doctor. Engin spots the guard, Solis, tampering with the controls. Spandrell shoots Solis to protect the Doctor. In the Matrix, the Doctor gains the upper hand against the assassin, who reveals himself as Goth. The Doctor tricks Goth into firing his rifle while in a cloud of swamp gas. As the world around them erupts in chaos and flames, Goth seizes the Doctor and holds his head under water, about to drown him. The Doctor throws him off and escapes from the Matrix. He revives in Spandrell's office. He informs the shocked Castellan of the assassin's identity. They trace the location of their lair, where they find the Master's lifeless body — he seems to have died of natural causes. Goth, himself near death, admits he was power-hungry and bitter on learning he wasn't to be the President's successor. He had found the dying Master on planet Tersurus, his body at the end of his regeneration cycle, and brought him to Gallifrey to help him fulfil his scheme. Goth dies before he can reveal just what the Master's plan was. Cleared of all charges, the Doctor still has lingering doubts. He wants to know the Master's plan. He doubts the Master would accept death so easily. He reasons that the solution lies in the ceremonial relics given to the President on induction, the Sash and Rod of Rassilon, and researches their links to ancient Gallifreyan mythology. The Doctor's suspicions are confirmed. The Master has faked his own death. He steals the Sash and Rod, which are the keys to the Eye of Harmony, the heart of a black hole captured by ancient Time Lord Rassilon. It is the source of Time Lord power. The Master seeks the power of the Eye to restart his regeneration cycle, even though Gallifrey would be destroyed by doing so. He uses the Rod to unlock the Eye of Harmony, hidden below the Panopticon floor. This begins to release its energy, which would be channelled through the Sash to rejuvenate him. The Doctor wrestles with him. The ground shakes around them. Before the Master can uncouple the last cable from the Eye, the Doctor pulls him away, and he falls through a fissure in the floor. The Doctor reconnects the cables, bringing the crisis to an end. Borusa is appalled at the damage; half the capitol city lies in ruins and countless lives are lost. Even so, he accepts Engin's claim that the Doctor's actions prevented further catastrophe. Recalling their old relationship as teacher and student, Borusa gives the Doctor a grade of 9 out of 10. The Doctor departs in the TARDIS. Afterwards, Spandrell discovers that the Master has survived and escaped in his own TARDIS, disguised as a grandfather clock. He expresses confidence that the Doctor and the Master will cross paths again. Before the Master's TARDIS dematerialises, the face of the grandfather clock is replaced by that of the Master. The Doctor, alone in the TARDIS, arrives on a mysterious jungle planet which he cannot resist exploring. He soon encounters Leela, a savage from the local tribe. She denounces him as the Evil One of her people's fables. She has been exiled from her tribe, the Sevateem, for profaning their god, the mysterious Xoanon, who speaks to them through the tribe's shaman, Neeva. Her father, tribal elder Sole, tried to protect her but died taking the Test of the Horda on her behalf. Now Leela is an outcast beyond the invisible barrier around her tribal home. Neeva, meanwhile, has sent two men to murder her, an action witnessed by Leela's friend Tomas. He kills one of them as Leela dispatches the other. In the jungle beyond, she encounters the Doctor, who soon wins her over by defending her from invisible monsters that rampage about, attracted by vibration of any kind. Exploring further, the Doctor finds a sophisticated sonic disruptor. It creates the force field that keeps creatures from attacking the village itself. Leela regales him with more folklore; the god Xoanon is kept prisoner by the Evil One and his followers, the Tesh, beyond a strange black wall. The Sevateem have decided to launch an attack on the Tesh to free their god. They are led by the combative Andor, who is determined to free his god. He also believes an attack will unite the people. Andor suspects Neeva of being a false prophet, and Tomas tells him of Neeva's attempted murder of Leela. Still, Andor believes the attack will succeed and is prepared to go ahead. Two warriors are scouring the jungle when they find the Doctor. They also call him the Evil One and make a hand gesture which the Doctor interprets as the sequence for checking the seals on a Starfall Seven spacesuit. The warriors seize the Doctor but not Leela. They take him to the village council, where his face is shown to the tribe. Andor is convinced the prisoner is the Evil One and has him confined. However, Leela frees him using poisonous Janis thorns, which paralyse, then kill the victim. The Doctor is horrified by this. He instructs her, "No more Janis thorns, ever." The pair flees the village and heads to a clearing beyond, where the Doctor is greeted by a stunning sight. Carved into a mountain nearby is a relief of his own face. The Doctor cannot recall clearly why his face is here. He persuades Leela to return to the village to learn more, despite their death sentences. They return to Neeva's holy tent. The Doctor inspects the ancient tribal relics, recognising them as artefacts from an Earth survey expedition. He also finds a transceiver used by Neeva to hear the commands of Xoanon. It speaks with the Doctor's own voice, exhilarated at hearing the Doctor, saying, "At last we are here. At last I shall be free of us." They head off to inspect the dark wall that stands at the entrance to the realm of the Evil One. The Doctor deduces it is a primitive time barrier. He is certain the Sevateem warriors will be massacred if they attack the fortress of their enemy, the Tesh. From afar they see the massacre unfold, as laser beams cut down warriors armed only with crossbows and other basic weapons. Half the tribe is lost in the assault. One of the elders, the devious Calib, is first back at the camp, where he finds the Doctor and Leela. He is evidently intent on using the Doctor to break Neeva's hold on the tribe by exposing the faith in Xoanon as mythology. Leela's friend Tomas also arrives. He is apalled to find Calib has stabbed Leela with a Janis thorn to prevent her exposing his schemes. The Doctor gets Tomas to help him move Leela to Neeva's tent, where he uses a bio-analyser to synthesise an antidote to the poison. When the surviving warriors return, the Doctor, Leela and Tomas are invited to address the tribal elders in defence of their lives. Leela makes matters worse when she accuses Xoanon of causing the trap at the wall. Calib intervenes to suggest the Doctor is not the Evil One. He suggests this be proven by getting him to take the fabled Test of the Horda. In the centre of the village is a pit full of Horda, two-foot-long worms which hunt in packs and react to the movements of their prey. They are reputed to strip flesh from a man in an instant. The Sevateem evolved the Test of the Horda as a trial of justice and bravery. It involves the defendant standing on a board over the pit, who then must shoot a rope attached to a boulder that is pulling the board out from under him. The Doctor is given a crossbow. He must fire it at a precise moment to sever the rope without making him fall into the pit — the fate of the guilty. The Doctor succeeds, is proven a non-malign influence and freed. He proceeds to examine some relics of the tribe and repair a disruptor gun. He also tells some of the tribe that the Sevateem are the descendants of a "survey team" from a Starfall Seven Earth colony ship. The Doctor and Leela go to examine the face in the mountain; they climb into it by scaling the Doctor's teeth. Neeva returns to his tent, where the voice of Xoanon tells him the tribe will be destroyed. The mysterious being shuts down the sonic disruptor, leaving the village open to attack from the invisible beings. These descend on the village, killing indiscriminately and crushing Andor to death. Tomas uses the disruptor gun built by the Doctor to expose the true appearance of the invisible beings: ferocious, angry versions of the Doctor's face. Leela and the Doctor notice a figure in a space suit in the "mouth" entrance and follow it through a projection of a wall. Beyond this barrier is a rocket, which the Doctor recalls as belonging to the Mordee Expedition; his memory of events earlier in his incarnation are returning. Xoanon has detected the Doctor. When he reaches the ship, the god-creature is ecstatic that "we are here" and also maniacally pledging that "we must destroy us". The Doctor and Leela meet three of the Tesh who serve and worship Xoanon. They are human too, but technologically advanced and possessing telepathic abilities. The Doctor deduces both Sevateem and Tesh are descendants of the same crew from the Mordee Expedition, with the Tesh (or technicians) involved in the same deadly eugenics exercise as the Sevateem. The invisible creatures which attacked the Sevateem are also part of the same deranged scheme. Xoanon is a highly sophisticated computer, designed to think independently. The Doctor repaired Xoanon but forgot to wipe his personality print from the data core, leaving the computer with a split personality. The Doctor and Leela are soon imprisoned, then escape and find the device used to communicate with Neeva. The Doctor, speaking as Xoanon, instructs Neeva to tell Calib, who is now tribal leader, to lead the Sevateem survivors through the mouth of the carved face in the mountain. Calib accepts this instruction and leads them into the safety of the mouth, where the invisible beings cannot threaten the tribe. With Leela keeping guard and holding the Tesh at bay with a disruptor gun, the Doctor ventures into the computer room of the ship to confront Xoanon. He blames himself for creating the computer's maddened split personality. He now attempts to persuade it to shut down. Xoanon refuses and channels a vicious mental attack at the Doctor. As the Doctor writhes on the floor, Xoanon booms: "Who am I?" Leela rescues the Doctor from the mental assault. As he recovers, he warns her of Xoanon's power. Moments later they realise the computer has electrified the walls to kill them. The Tesh become more purposeful in tracking them down in the spaceship. The Tesh also come under attack by Calib, Tomas and the survivors of the Sevateem, who reach the spaceship too. This diverts the Tesh while the Doctor and Leela return to the computer room. Xoanon briefly takes control of Leela's mind, as he does of most of the Sevateem. The Tesh and Sevateem soon converge on the computer room too and interrupt the Doctor as he tries to repair Xoanon. The computer has triggered the countdown to an atomic explosion. Elsewhere in the ship Neeva is alone and crazed, his faith in Xoanon shattered. The shaman uses the disruptor gun against one of the images of Xoanon/the Doctor projected through a wall. The ensuing blast kills Neeva but also interrupts Xoanon's control of its subjects, allowing the Doctor to resume and complete his repairs. Xoanon's circuits explode, knocking the Doctor out. Two days later the Doctor wakes up to find himself aboard the spaceship in Leela's care. She explains Xoanon has been quiet, and he interprets this as success for his extraction experiment. They visit the computer room and find Xoanon's identity and sanity restored. The computer confirms it was running a eugenics experiment and thanks the Doctor for his repair work. The Doctor contacts the survivors of the Tesh and Sevateem to tell them Xoanon is cured and able to support their new society. Unwilling to help them sort out the political question of which group should control the planet, he heads off to the TARDIS, followed by Leela. She insists on joining him on his travels. When he refuses, she runs past him, jumps into the TARDIS and pushes a button which starts the dematerialisation. On a distant planet, a huge sandminer vehicle, Storm Mine 4, is slowly scraping the surface of a vast, barren desert in search of precious minerals. The sandminer is manned by nine humans and numerous robots — black "Dums" that cannot speak, pale green "Vocs", and a silver "Super-Voc" which controls all the "Dums" and "Vocs". The robots conduct a routine scan of the area and locate a large sandstorm, which the Commander, Uvanov, decides to pursue, as the storm will bring heavier and more valuable minerals such as lucanol to the surface. One of the crew, the disliked scientist Chub, is going to collect an instrument package. Uvanov is angered at Chub for taking so long, and Poul goes to look for him. The package is stuck, and Chub sends for a robot. V45 arrives but is acting strange. V45 strangles Chub, killing him. In the corridor, Poul hears Chub scream. He finds Chub's body. Poul goes to the control deck and tells Uvanov about the murder. Uvanov does not want to go to investigate it, as they will loose the storm, but the other crew make him go to investigate. They find a strange object on Chub's hand — a "corpse marker". At about this time, the TARDIS materialises in one of the scoops. After the Doctor and Leela emerge from the TARDIS, it is removed by a large mechanical arm as it is blocking the scoop. Later, the Doctor and Leela are brought out of the scoop by two robots and locked in a room. The Doctor uses his sonic screwdriver to unlock the door and goes in search of the TARDIS, while Leela finds Chub's body being taken away by some robots. The human crew suspects the two time travellers of murdering Chub, and tensions increase when it is found that they have left the room in which they were locked. The Doctor and Leela are separated, with the Doctor finding a second dead man, Kerrill, in a hopper which starts to fill with sand that buries them both. The Doctor survives by using a blowpipe poking up through the sand through which he breathes. Both he and Leela, who has found a third dead man, Cass, and a "Dum" robot which can secretly speak, are recaptured. Commander Uvanov orders them to be locked up in the robot storage bay, on suspicion of killing all three humans. Poul believes the Doctor and Leela to be innocent, so he frees them and shows them where Chub was murdered. There, the Doctor convinces Poul that a robot may have killed the meteorologist. While this is happening, a female crewmember named Zilda is murdered, who accuses Uvanov of murder over the tannoy system. Poul — sent to Uvanov's quarters to investigate — finds the Commander bending over Zilda's body. He has him confined to his quarters on suspicion of murdering Zilda. Shortly afterwards, the engineer, Borg, who is responsible for controlling power to the motors, is found dead, and the sandminer's engines begin to run out of control, threatening the vehicle with destruction. A frantic Toos shrieks, "She's going!" The Doctor saves the miner by cutting off the power to the motors. Once the sandminer has stopped moving, sinking under the sand dunes is imminent. Dask sets on quickly repairing the damaged — and sabotaged — controls so that the miner can continue on its way. The Doctor goes to see the "Dum" robot that Leela claimed could speak, D84. The robot reveals that it and Poul are undercover agents for the mining company. They were placed on board the miner as a precaution to threats of a "robot revolution" by a scientist called Taren Capel, who was raised by robots and considers himself to be one. D84 itself is unique in the fact that it can function autonomously from Super Voc SV7's commands and appears to possess a high level of logical reasoning. The Doctor and D84 search for proof that Taren Capel is on board and find a secret workshop where the robots' programming has been changed to enable them to kill humans. The Doctor arranges for all the remaining humans to go to the command deck. Uvanov arrives after escaping confinement to confront the Doctor, but he is surprised to see a robot enter the workshop. It proves to have orders to kill the Doctor and grabs him by the throat. The Doctor and Uvanov escape and head for the control deck. Someone (presumably Dask, whose responsibilities include robots) shuts down all of the robots whose programming has not been changed, leaving just the killer robots and D84 operational. Looking around the miner, Leela stumbles on Poul hiding in the storage bay: he has gone mad and is suffering from robophobia. She then tracks down Toos in her quarters, who has just been attacked by another rogue robot, and takes her to the control deck to join the Doctor and Uvanov. The human crew are surprised by D84's arrival carrying a near-catatonic Poul, but the Doctor explains the pair's real functions as undercover agents. Looking at his Chief Mover, Uvanov sadly remembers another crewmember losing his mind to robophobia years earlier who ran outside to escape them and died; it was Zilda's brother, hence her accusation of murder. SV7 — whose programming has now also been changed — tells them to come out and die, but Toos and Uvanov decide to defend themselves. Dask is later revealed to be Taren Capel, intent on "releasing [his] "brothers" (the robots) from bondage to human dross" and "programming them with an ambition to rule the world". Taren Capel orders his modified robots to destroy the remaining humans and the Doctor and Leela. Uvanov and Toos get to work on modifying some Z9 explosives to destroy the robots. In the storage bay Leela finds a damaged robot with its hand covered in blood — which the Doctor reasons is Borg's. He had been the only one strong enough to even try to fight back, and he may even have sabotaged the engine controls in a suicidal attempt to destroy the miner and all the killer robots on board. The Doctor dismantles the damaged robot and creates a final deactivator — a device that will destroy any still functioning robots at close range. In the process, he tries to explain to Leela how robophobia works. Robots do not display any body language, which the sensitive Leela had already picked up — calling them "creepy mechanical men" — and despite the fact most robots are built in humanoid form, some people are so unnerved that they become terrified of them. The pair head back to Taren Capel's hidden workshop, where the Doctor hides Leela with a canister of helium gas, telling her to release it when Taren comes in. The Doctor hopes that this will change Taren's voice, so his robots — unable to recognise him — will not obey his orders and turn on him. Taren arrives and damages D84, but the robot is able to activate the Doctor's device to destroy a killer robot, knowingly sacrificing itself in the process. Leela releases the helium gas, causing Taren's voice to become high-pitched and squeaky, and Taren is killed by SV7 when it fails to identify his voice pattern. The Doctor then destroys SV7 with a laserson probe. The robot threat over, and a rescue ship coming to collect the surviving humans, the Doctor and Leela return to the TARDIS and leave the sandminer. Chinese magician Li H'sen Chang entertains a Victorian music-hall audience with his dummy Mr Sin. After the show, as Chang talks with theatre manager Jago, Joseph Buller arrives and accuses Chang of being involved in his wife's disappearance. Buller threatens to call the police, and as he leaves, Chang and Mr Sin exchange significant glances — across the room from each other. The Fourth Doctor and Leela arrive in period costume, in which Leela is feeling very uncomfortable. They head for the theatre, as the Doctor plans to show her how her ancestors enjoyed themselves. Meanwhile, as Buller walks home, he is confronted by Mr Sin, holding a knife. The Doctor and Leela hear a scream and investigate. They find several Chinese men carrying the body of Buller. After a scuffle, most of the men run off at the sound of police whistles, leaving one behind. The police take the Doctor, Leela, and the Chinese man to the station on suspicion of causing an affray. At the theatre, while Chang performs, Jago notices blood running down the dummy's arm. At the police station, the police sergeant, Kyle, questions the Doctor and Leela. The police find a body, this time in the river, which has been badly mauled. Chang arrives at the police station to help question the Chinese man as an interpreter. He surreptitiously gives the man a poison pill, and the man takes it and dies. The Doctor notices the man was marked as a member of the Tong of the Black Scorpion, a Chinese criminal organisation that follows the god Weng-Chiang. The Doctor takes charge of the situation, giving Kyle orders to have the body removed to the mortuary for examination; he suspects scorpion venom as the cause of death. At the theatre, Jago goes into Chang's dressing room to investigate the dummy. He is joined by his doorman, Casey, and they head for the cellar. The Doctor and Leela go to the mortuary and meet Professor Litefoot. The Doctor and Litefoot deduce that Buller (whose body had been dumped in the river) was attacked by an apparently giant rodent but was already dead from a knife wound to the heart. The Professor is startled by Leela's knowledge of knife fighting, and the Doctor hastily invents a cover story of her being raised by savages in the Amazon. The Doctor recalls that the Tong's patron Weng-Chiang is the god of abundance and growth — he could make things grow larger. The Doctor leaves and is attacked by a Chinese Tong thug, but the man falls dead when Leela attacks him with a janis thorn (angering the Doctor). The two climb down into the sewers to investigate and find a giant rat coming at them. The Doctor and Leela climb back up the ladder, escaping the giant rat after throwing their oil lantern at it. In the theatre's cellar, Jago and Casey find a lady's glove, monogrammed with the letters "E.B.", but Chang arrives and hypnotises Jago into forgetting what he has seen. When Jago leaves, Chang descends into a hidden sub-basement and kneels to a figure dressed in black: the sinister Weng-Chiang. The latter needs to find his lost Time Cabinet in order to repair his damaged physiology, but meanwhile requires the life essence of humans to survive — hence Chang is kidnapping women off the streets. Chang now warns him about the Doctor, whose mind he cannot read with the powers Weng-Chiang has given him. The Doctor and Leela rejoin Litefoot at the mortuary, where PC Quick gives them information about Buller's last known movements; he was last seen heading to the Palace Theatre, making "'orrible threats". Litefoot invites Leela and the Doctor to dinner, but on the way the Doctor departs for the Palace Theatre to investigate, planning to rejoin them later. He meets Jago (who initially thinks him a performer trying to audition as a supporting act in the show), de-hypnotising him to enable him to remember what Chang had made him forget: as a result, Jago realises that the initials "EB" on the glove he has found stand for "Emma Buller" — the missing wife of the cabbie who had confronted Chang earlier. They head for the cellar, encounter a giant spider, and go through a trapdoor that leads toward the river Fleet. They see a "ghost", and Jago faints; but the Doctor recognises the apparition as a hologram and realises someone is using it to scare off intruders. Litefoot and Leela are having dinner — a strange experience for him, given Leela's lack of table manners. Nearby, Chang and Weng-Chiang (quartering the city in a horse-drawn carriage) discover that the Time Cabinet is in Litefoot's house; Chang and Mr Sin prepare to steal it, sending Weng-Chiang back to the Palace Theatre. Litefoot notices someone lurking in his garden and, leaving Leela in his dining room, fetches a gun and investigates. Jago recovers from his faint, and he and the Doctor chase the returning Weng-Chiang through the theatre. Weng-Chiang hits Jago from behind and nearly kills the Doctor, before getting away. Litefoot, finding nothing outside, returns to the house. Leela, waiting for him, hears him open the front door, then hears the sound of a groan and of a body falling. She opens the passage door to find the dwarfish Mr Sin menacing her with a knife. Leela hurls her own knife at Mr Sin, which it brushes aside. Finding she is unable to harm Sin, who plainly intends to murder her, she leaps through a closed plate glass window to escape. The Doctor ducks at the sound of breaking glass, just as Chang shoots at him from his place of concealment in the garden. Chang and Sin flee in a carriage, but Leela races after it and stows away on the back. The Doctor tends to Litefoot's injuries, and they discuss what the thieves might have been after — including Litefoot's valuable antique Chinese cabinet. At daybreak, the Doctor and Litefoot are mapping out the sewers and the course of the River Fleet, which now runs wholly underground. The Doctor proposes an expedition by boat to locate the confluence of the Thames and the Fleet. He brings along a blunderbus (which he terms an elephant gun), into the muzzle of which he loads all manner of ammunition. A worried Litefoot warns him that, if he fires it, it will probably explode in his face, but the Doctor tells him that's unthinkable — it was made in Birmingham! In the early dawn, Chang hypnotises a young woman in the deserted streets and brings her to his dressing room at the Palace Theatre, watched by Leela, who is still following him. When Chang leaves to find a second victim, Leela switches places with the first girl. Chang then brings the disguised Leela, and a young cleaning woman he has taken from the theatre itself, before Weng-Chiang, who grumbles about how wiry they are. The Doctor enters the sewers alone, leaving Litefoot waiting in the boat. In the theatre's cellar, Weng-Chiang puts the cleaning woman in a distillation chamber and turns it on. Leela attacks him and turns off the machine, but the woman has already been aged to death. Leela escapes into the sewers, but Weng-Chiang closes the barred gate and summons the giant rats by sounding a dinner-gong; when they don't find their usual food waiting, they will comb the sewers for it. Two Chinese laundrymen arrive at Litefoot's house and exchange one laundry basket for another. Meanwhile, at the theatre, the hypnotised young woman whom Leela replaced awakens, initially remembering nothing, but then she recalls Chang attacking her and flees. Jago tells Casey he is working on the mystery of the missing women with someone high up in Scotland Yard (the Doctor). In the cellars below, Weng-Chiang accuses Chang of failing to obey the order to kill the Doctor and dismisses him for his failure. In the sewers, Leela flees from a giant rat. Elsewhere in the sewers, the Doctor hears noises and prepares to fire. He sees Leela race into view, being attacked by the giant rat and screaming in agony. The Doctor fires the ancient blunderbus, causing a cacophonous explosion, which miraculously kills the rat without also killing Leela. The latter is more bothered by her failure to kill Weng-Chiang. They hear another rat coming and depart hurriedly, as the gun will take at least half an hour to reload. Returning to Litefoot's house, Leela describes the fate of Weng-Chiang's latest victim. Litefoot fetches a change of clothing for Leela, who is still wearing the disguise she adopted at the theatre, sending her off to change with the help of his housekeeper, Mrs Hudson, while the Doctor and Litefoot discuss the key of Litefoot's mysterious Chinese cabinet. A well-dressed Leela returns and is delighted to learn they are to attend that evening's performance at the Palace theatre. At the theatre, in the meantime, Chang overhears Jago and Casey discussing the imminent return of a Scotland Yard investigator, who he deduces to be the Doctor. He readies a gun, then informs Weng-Chiang that to appease his wrath he will kill the Doctor. That evening, the Doctor and Leela attend the first show at the Palace Theatre, where they are met by Jago. During his act, Chang performs a card trick with the Doctor's assistance, which involves firing a "magic bullet" through a selected card without hitting the others in the pack. Chang successfully completes this, without succumbing to the evident temptation to shoot the Doctor instead, then invites the Doctor onto the stage to participate in his "Cabinet of Death" trick (the vanishing lady illusion). Meanwhile, Weng-Chiang, lurking beneath the stage, encounters Casey preparing the Cabinet illusion and murders him. Two Chinamen arrive at Litefoot's house, killing the policeman on guard. The diminutive Mr Sin is already inside the house, having arrived earlier concealed in the laundry basket, and lets them in. The Doctor escapes from the Cabinet of Death by the simple expedient of using the concealed door in its back, as Chang rotates the cabinet to show that it supposedly has no rear door, much to the amusement of the audience. Chang cracks a joke, in an attempt to recover the situation: "The bird has flown. One of us is yellow!" His Chinese assistant, Lee, steps inside the cabinet instead, and Chang continues the trick, which involves running a number of swords through the box. Climbing down a concealed ladder beneath the stage to escape being run-through by the swords, Lee comes face-to-face with Weng-Chiang and faints with shock. "So the great magician!", Weng-Chiang muses to himself, looking upwards. On-stage, Chang is handed the final sword by the Doctor and concludes the trick, but when he and the Doctor open the cabinet doors, Casey's lifeless body is revealed inside, which falls out onto the stage. Jago orders the curtain brought down quickly, while Chang, who is as surprised as everyone else, flees — as Jago frantically cancels the night's performance and offers refunds. The Doctor and Leela locate Chang in Weng-Chiang's cellar hideout, which is now abandoned, with all the equipment removed. Chang explains how his "god" appeared in China many years earlier, ill from his journey through time, and that they have been looking for the Time Cabinet — taken by the Emperor's soldiers — ever since. Jago arrives, distracting the Doctor and Leela, enabling Chang to flee into the sewers. Leela then finds the clothing of the missing women in the cellar; and, as Jago realises that his star turn was responsible for all the disappearances, a scream is heard. The Doctor explains darkly: "You'll need to find a new top of the bill." The Doctor blames the Time Cabinet for Weng-Chiang's deformed condition, which he explains is worsening every time he absorbs life-energy. He agrees with how Leela tries to see this explanation — as a waterbag with a hole in it: every time he puts more water in the bag, the hole just gets bigger. As the others leave, Jago starts planning how to make money out of the hideout: "See the lair of the phantom — bob a nob!" Shortly thereafter, the Doctor and Leela return to Litefoot's house, only to find the body of the murdered policeman outside, and the unconscious Litefoot inside; with Weng-Chiang and Mr Sin driving furiously away, taking the Time Cabinet with them, as Mr Sin laughs uproariously. Treating a bruised Litefoot, the Doctor deduces that Mr Sin must have been hiding in the laundry basket. He now reveals that Sin is actually the Peking Homunculus, a device which is partly organic (containing the cerebral cortex of a pig), partly electronic, and from the future (about the year 5,000 A.D.). It delights in carnage and was responsible for the murder of the Commissioner of the Icelandic Alliance, an event which almost triggered a World War. At about that time, a scientist named Findicus discovered the Nexus Particle, upon which he based the Sigma experimentss, a crude and dangerous way to travel through time. The Doctor realises that Weng-Chiang's Time Cabinet could incorporate a sigma beam at full stretch, and, if so, its use by someone who doesn't properly understand Sigma technology could destroy London. Taking Leela with him, he sets out to track down Weng-Chiang's new hideout, using their one clue: the address of the Chinese laundry, on the label of the laundry basket Sin came in. Weng-Chiang still lacks the key of the Time Cabinet, which is in a carpetbag he accidentally left behind at the Palace Theatre. He now forces one of his followers, Lee, to commit suicide as punishment for not bringing it. Jago has found the carpetbag in question, and, learning that the Doctor and Litefoot have been seen together, he takes it to Litefoot's house. They leave the bag and a note for the Doctor there, and go on to the theatre together, to watch for anyone who might be sent to search for the bag. The Doctor and Leela arrive at the Chinese laundry and find Chang, dying from injuries sustained from the attack by the giant rat. He is heavily drugged by opium to dull the pain and wants to revenge himself on Weng-Chiang. He dies after giving the Doctor two strange clues: a touch on his shoe, and a message to "beware the eyes of the dragon". The Doctor grumbles that he's left them a Chinese puzzle. Jago and Litefoot follow a group of Chinamen to the Tong's new headquarters, where they are spotted from a window by Weng-Chiang. They are captured, and Weng-Chiang threatens to kill Jago if Litefoot does not tell him where the key to the Time Cabinet is. After Litefoot reveals it's at his house, he and Jago are put into a locked room along with two young women who have been hypnotised — Weng-Chiang's next meal. The Doctor and Leela arrive at Litefoot's house and find the note and the carpetbag containing the key — a crystalline roundel the Doctor describes as a trionic lattice. Leela wants to help Jago and Litefoot, but there is no clue as to where Weng-Chiang now is, so the Doctor thinks it better to wait for Weng-Chiang's men to come to the house, since they will be looking for the key. They search for weapons to set up an ambush. Jago and Litefoot find a dumb-waiter in the wall of the room in which they have been imprisoned, and use it to escape into the throne room — where they are recaptured. As Leela stands before a curtained window in Litefoot's dining room, practising with an improvised weapon — one of Litefoot's golf clubs — Weng-Chiang sneaks out from behind the curtain and chloroforms her. As she struggles, she pulls off his mask, revealing a hideously deformed face. As the Doctor returns with a pile of possible weapons, Weng-Chiang confronts him with the unconscious Leela. Weng-Chiang threatens to let Mr Sin kill Leela if he will not hand over the Cabinet's key, but the Doctor makes a deal with him. They will all go to the House of the Dragon. Weng-Chiang will release Jago and Litefoot, and then the Doctor will give him the key. They all go, leaving Leela behind at the Doctor's insistence, but she recovers and follows them. At the Tong headquarters, the Doctor realises that Chang's shoe clue referred to the tongue of his shoe — the "Tong". Mr Sin secretly climbs into the head of a large dragon statue, where there is are laser controls inside. The Doctor and Weng-Chiang talk, with Weng-Chiang revealing his real name — Magnus Greel. The Doctor knows of him: he is from the 51st century and is a war criminal responsible for over one hundred thousand deaths — the "Butcher of Brisbane". Jago and Litefoot are brought out to the Doctor, who now also wants the two young girls freed. Greel, angered, orders Mr Sin to fire on them; laser beams come from the dragon's eyes to hit the Doctor, who realises the second clue from Chang — "beware the eyes of the dragon" — before passing out. The three men are put back into the locked room. When the Doctor has recovered, he sets a trap. After bringing the girls out of their hypnotic trance, he makes a gas bomb that blasts some of the Tong men. They all escape, with the girls running out of the building to safety. Leela has made it to the House of the Dragon but is captured and put into Greel's distillation machine. He turns it on, but the Doctor has grabbed a hatchet and flings it at the machine, disabling it. Incensed, Greel orders Mr Sin to kill them, and they take cover behind a bench as Mr Sin fires the laser at everyone, including the Tong. The Doctor tries to convince Greel to not use the Time Cabinet, knowing it will cause a massive implosion that will kill them all. Leela finds a gun near a dead Tong and disables the dragon's laser eyes after a few bad shots ("I've never fired one of these before!" she protests when Litefoot complains). Greel pulls a gun on Leela, but the Doctor throws him into his own distillation machine; he undergoes a cellular collapse and crumples into dust. Mr Sin exits the dragon and jumps onto Leela, but the Doctor stops him by yanking his computer core out of him. He then smashes the lattice, bringing the Zygma experiment to a end. Jago and Litefoot accompany Leela and the Doctor to the TARDIS. Litefoot attempts to explain tea to Leela, but it only baffles her more. The Doctor and Leela say farewell to Jago and Litefoot as they enter the TARDIS. Astonished by its dematerialisation, Litefoot thinks its impossible, and Jago says that maybe even the great Li H'sen Chang would have appreciated the stunt. The Doctor's plans to show Brighton to Leela are on hold for now, as yet again the TARDIS takes its occupants to the wrong time and place. This time they arrive on the island of Fang Rock off the south coast of England around the start of the 20th century. Noticing that the lighthouse isn't functioning properly, the Doctor decides to investigate and to ask for directions. After they arrive at the lighthouse and introduce themselves, the Doctor discovers the dead body of one of the keepers, Ben. The two other keepers — old, superstitious Reuben and keen young Vince — say that a light fell from the sky near the island earlier in the evening. They also say the electricity flow to the lamp on the lighthouse has become erratic. The Doctor deduces that something is feeding on the flow. Reuben does not help matters with his constant references to the mythical Beast of Fang Rock which supposedly once terrorised the lighthouse. He is also unhappy about the replacement of the old oil lights with electrical ones. As the Doctor and Leela explore, something moves Ben's body out of the lighthouse and onto the island. A curious electric crackling also seems to have killed the local fish. The Doctor believes Ben was electrocuted. The freak fog continues to descend. A ship passes near the island, ignoring the fog and darkness and sailing at top speed. It crashes on Fang Rock. There are four survivors of the yacht's wreck: the bo'sun Harker; Colonel James Skinsale, an MP; the yacht's owner, Lord Palmerdale; and his highly strung secretary Adelaide Lessage. It emerges slowly that Palmerdale has bought government secrets from Skinsale and was desperate to reach the Stock Exchange in London to make a killing — that was why the ship was travelling at such high speed in the appalling weather. The Doctor continues to analyse the threat being faced. Reuben believes the Beast of Fang Rock is back, but the Doctor assures Leela there is no such thing. He thinks the light which fell from the sky was a spaceship landing. Aliens unfamiliar with humans are attracted to the lighthouse's electricity. They are keeping themselves out of sight while isolating Fang Rock by creating the fog. The Doctor deduces an attack is imminent. Reuben goes to stoke the boiler. While he is in the boiler room, Leela feels another cold wave, and the electricity fails again. All is silent in the dark, save Reuben screaming in the boiler room. The Doctor and Leela go to investigate. Reuben returns while they are away, behaving very oddly, which the others put down to shock. The pattern of death now speeds up. Palmerdale is killed in the lamp room by a glowing alien presence outside the lighthouse. Harker is killed when Reuben corners him in the boiler room. Judging by the alien light emanating from Reuben, he has been possessed or transformed by the alien creature. The Doctor determines their best protection is to secure the lighthouse to keep the creature out. While inspecting the boiler room, the Doctor and Leela find both Harker's body and that of Reuben, which has been hidden. The Doctor says that Reuben's body is in rigor mortis — he's been dead for hours. Leela is confused, as she knew that Reuben was in his room. The shocked Doctor realises that he has overlooked the chameleon factor, which he says is sometimes called lycanthropy. In securing the lighthouse, the Doctor has locked the creature in with them. The creature, in the guise of Reuben, appears to Vince, with a grin, and kills him in a flash of blue light by placing a hand on his head. The Doctor and Leela discuss the creature as Leela fills the boiler. The Doctor says it has great power, but it needed to study the human life pattern first. He says that "organic restructuring is elementary physiology for Time Lords". Leela misunderstands, believing that if the creature is a Time Lord, then they have no chance to stop it. The Doctor corrects her, saying that what his people consider elementary might take other species thousands of years to master, and she says, "Then we have nothing to worry about," because the Doctor, as a Time Lord, should be able to deal with the creature easily. The Doctor seems to be buffered by her blind faith in his people and begins to consider why the creature took the form of Reuben. Leela suggests trying to deceive the creature into thinking its ruse was effective, but the Doctor says it's too dangerous. They then find an alien power relay being used with a distress beacon. He goes to look for the signal modulator but sends Leela to gather the rest of the survivors and bring them to the lamp room. Adelaide begs Skinsale to stop pacing. They're startled by the appearance of Leela, who tells them that Harker has died, the creature is inside, and they must fight for their lives. To Leela's consternation, Adelaide faints. "Reuben" interrupts the Doctor as he searches someone's bunk; the Doctor evades him by climbing out the window, dangling by his fingertips. Adelaide is revived by Skinsale but doesn't want to go. They get her moving, only to find that "Reuben" has found them. The Doctor laboriously climbs back inside, revealing that he has found a device. "Reuben" kills Adelaide right in front of Leela and Skinsale, and they run for it. The Doctor confronts the alien and it sheds its disguise, revealing a tentacled glowing green gelatinous sphere resembling a giant jellyfish. The Doctor immediately recognises it as a Rutan, who uses plural pronouns to reference itself and declares that it is a scout trained in the "new metamorphosis techniques". The Doctor tells him it'll get better at them in time. It refuses to tell the Doctor why it is there, but it is angered when the Doctor suggests that the Rutans must be losing their never-ending war with the Sontarans. The Rutan Scout declares that the Rutan Host is instead making "a series of strategic withdrawls", and although the Earth is remote, it has a sound enough strategic position to launch a counterattack. The Doctor is alarmed, as the Sontarans will use photonic bombardment (which will kill many people) to dislodge the Rutan presence. He realises that the Rutan scout ship crash landed in the sea, and it confirms that it is trying to summon its mother ship. The Doctor reveals that he has deactivated both the primary transmitter and the backup. The Rutan Scout says it was transmitting long enough, and the Doctor says it won't last that long before fleeing upstairs to the lamp room. Leela and Skinsale have made it to the lamp room and start following the Doctor's instructions to break open the maroons (maroon flares) and spread the powder down the stairs. The Doctor rushes in and uses the powder and a fuse to hurt the Rutan Scout, who retreats back down the stairs. He explains that Ruta III is an icy planet (so its inhabitants find heat painful) and asks if they have more gunpowder or (hopefully) a flamethrower. Skinsale shows him a kind of mortar they brought up from below. The Doctor grabs a flare device, and they stuff it with items from their pockets to create shrapnel. As they do so, he explains that the real threat is the Rutan ship that is on the way. The three devise a plan, with Leela suggesting that the Doctor change the lighthouse into a laser, but the Doctor needs crystalline carbon — diamond — to focus it. Skinsale says that Palmerdale always carried diamonds, and they get to work. The men make their way downstairs while Leela covers them with the flare. Skinsale retrieves the diamonds from a hidden pouch. The Doctor selects one, then throws the rest on the floor before running back upstairs. Skinsale tries to collect the other diamonds, and so doesn't see the scout approaching. The Doctor glances back and watches as the Scout kills Skinsale. Leela shoots it with the mortar before gloating over its death. As the Doctor converts the lighthouse into a high-energy laser using the diamond, they watch the mothership approach. The Doctor warns Leela that once he turns it on, they cannot look back and they will have 117 seconds to get out of the lighthouse. They flee the lighthouse and run for cover as the laser destroys the Rutan mother ship. Leela sneaks a look back despite the Doctor's orders not to and is blinded by the flash; she gives her knife to the Doctor and begs to be killed, as amongst the Sevateem it is the fate of the old and crippled. Although he takes the knife, the Doctor laughs as he gets a closer look at her eyes. He explains that the blindness is temporary, but he is surprised to find that the flash has caused pigmentation dispersal in Leela's eyes — in plain English, they've changed colour and are now blue. The Doctor quotes Wilfrid Gibson's poem Flannan Isle as they leave Fang Rock, which echoes eerily on the empty island as the TARDIS fades away: A small spacecraft flies through an asteroid belt. Despite the efforts of the three-man crew, it is drawn into an anomaly. An energy discharge strikes the ship and infects the computer with a virus, which declares, "Contact has been made." By the time the ship reaches Titan Base, the three crewmen have been infected also. They kill the resident crew and reveal their slowly changing faces. When the station supervisor, Lowe, realises the men he knew are now trying to take over the base, he sends out a distress call. The Fourth Doctor and Leela, back in the refurbished console room, intercept the distress signal and proceed towards Titan. They pass through the same anomaly. The Doctor is struck by the energy, collapsing on the floor. He eventually recovers but seems disoriented and briefly has trouble speaking. Despite Leela's warrior instincts telling her there is danger and evil on the station, the Doctor insists they answer the mayday. The shuttle crew are already aware of the TARDIS' imminent arrival and prepare for the coming of "the Nucleus". Lowe tries to stop them, killing Silvey, but Safran and Meeker chase him into the cryogenic section and lock him in. The Doctor and Leela separate and explore the station. Leela finds a frozen Lowe and helps him recover, learning of the shuttle crew's strange behaviour. The Doctor meets Safran and Meeker, who use the energy discharge to further infect him. They order him to kill Leela, who is immune and therefore useless to them. When the Doctor finds her, Meeker insists that he is not in danger from the Nucleus that infests the Doctor's body. Leela kills Meeker, but not before he has infected Lowe. As Lowe leaves to follow Safran, the Doctor creeps up behind Leela, his hand covered with silver fur, and aims a weapon at her back. The Doctor resists the voice in his head, warns Leela and collapses, his infection receding. Lowe and Safran confer and decide that, while Safran prepares the station for incubating the virus, Lowe shall protect the Doctor at all costs. When the Doctor insists on finding medical help, Lowe suggests the Bi-Al Foundation in the nearby asteroid belt. The Doctor gives Leela the co-ordinates before he puts himself in a coma, and she pilots the TARDIS there. The Doctor is taken to Professor Marius, an expert in alien diseases, who at first dismisses the Doctor as a spacenik. Lowe fakes an eye injury and infects a doctor with the virus. They begin infecting more staff members. Marius becomes much more interested in the Doctor's case when his robotic dog, K9, reveals the Doctor's extraterrestrial origin and that he is infected by a virus residing in the mind-brain interface. The Doctor wakes himself and discusses the virus with Marius and K9, who was built by the professor to replace Kelso, the dog he left on Earth. They decide that the virus thrives on intellectual activity. Since Leela is an instinctive being, it cannot infect her. Marius prepares to operate on the Doctor's brain, which makes the virus cause a shuttle to crash into the asteroid as a distraction, while the infected staff launch an attack on the operating theatre. Leela and K9 hold off the infected crew while the Doctor forms a new plan, preparing short-lived clones of Leela and himself before lapsing back into his coma. The Doctor's clone uses the TARDIS' dimensional stabiliser to shrink the clones to microscopic size so Marius can inject them into the Doctor's body. The clones make their way into the Doctor's brain, dodging electrical impulses and the Doctor's immune system. They look for the mind-brain interface, where the Nucleus has hidden itself, and any neural damage that may show the way. As they proceed, they discuss the complexity of the brain and how it operates. Lowe demands Marius surrender the Doctor, so Leela and K9 destroy the service shaft and barricade the corridor to slow the infected. The barricade helps until one of them infects K9 with the virus. K9 is ordered to kill Leela, but she dodges the blast and is merely stunned, while K9 shuts himself down to reboot. Lowe infects Marius and kills Dr Parsons, but the nurse escapes and finds K9 and Leela in the corridor. Lowe has himself cloned and is miniaturised and injected into the Doctor to stop the other clones. The cloned Doctor and Leela cross the mind-brain interface and track down the Nucleus. The Doctor tries to convince it to leave, but the Nucleus asserts its right to survive and procreate like any other life form, explaining that it has hung dormant in space for millennia. It compares itself to the human pioneers swarming out into space. Now that it has access to the Doctor's TARDIS, it can spread the virus through time and space. The cloned Lowe is stopped by Leela's duplicate and the Doctor's phagocytes but, just as the Doctor's clone tries to shoot the Nucleus, the time limit runs out and the clones vanish. The Nucleus escapes from the Doctor's body through a tear duct and is enlarged by Marius to human size. The Virus has been brought into the human world. The Nucleus explains to the now virus-free Doctor that, having used the dimensional stabiliser to grow, the virus's next generation can attack humanity on a macroscopic level. The age of Man has ended. The age of the Virus has begun. The Doctor is not impressed, having heard such boasting before. Leela disguises herself as an infected nurse and frees the Doctor so they can take refuge in the TARDIS with K9. Without the dimensional stabiliser they cannot leave. They watch as Lowe and his infected brethren help the Nucleus onto a shuttle for Titan. K9 stuns Marius so the Doctor has time to examine his own blood and discover that Leela's clone has left him with antibodies against the virus. He replicates the antibodies and cures Marius, who can replicate the cure for his staff. The Doctor plans to eradicate the virus spawning on Titan, but Leela insists they simply blow it up. When the cure is ready, the Doctor borrows K9 from the Professor and heads for Titan Base. The Nucleus arrives at the base just in time for spawning and enters the incubation tanks prepared by Safran. When the TARDIS arrives, Leela discovers the infected are developing resistance to her blaster. K9's weaponry is more effective, but his energy levels are dropping quickly. He is able to determine that those aboard the base have been infected for so long that their condition is now irreversible, and that the Doctor's priority should be destroying the Nucleus. K9 draws the infected away while the Doctor sneaks up on the spawning tanks. Lowe confronts him and makes him lose the antibodies, but K9 uses the last of his power to shoot Lowe, who is absorbed by the swarm. Leela kills Safran with her knife while the Doctor alters his plan and rigs the refuelling tanks to blow. After the Doctor nearly leaves without Leela or K9, the trio escape the base just in time to see the massive explosion, amplified by the methane in the atmosphere, from orbit. Returning to the Bi-Al foundation to restore K9 to Marius, they find the antibodies have been a success. Marius surprises the Doctor by asking him to adopt K9; weight requirements will not allow the professor to take his robot dog with him when he returns to Earth. K9 happily accepts the situation and departs with the Doctor and Leela, leaving Marius to wonder if the robot is TARDIS trained. In Fetch Priory, scientists Thea Ransome and Adam Colby are examining a skull they have nicknamed "Eustace". The skull is twelve million years old, and they are incredulous at the evolutionary implications. Meanwhile, lead scientist Dr Fendelman and his collaborator, Maximillian Stael, begin their nighttime experiments with a time scanner. Its power seems to affect the skull, of which they seem unaware. The skull in turn has some sort of effect on Thea. In the woods outside of the Priory, a hiker walking by is attacked by an unseen creature. Meanwhile, the Fourth Doctor and Leela are in the TARDIS, worrying over the damaged K9. The Doctor insists on referring to K9 as an "it", to Leela's chagrin. As the Doctor tries to repair K9, the TARDIS is affected by a Relative Continuum Displacement Zone — a hole in time. The Doctor traces it to Earth, and the TARDIS lands near the Priory the next day. The Doctor and Leela find a man called Ted Moss. He says there are strange things going on in the Priory. Adam finds the corpse of the hiker while out walking their dog, Leakey. Fendelman suggests covering this up, loathe to media and police interrupting their potentially groundbreaking work. Fendelman tells Stael to have armed guards posted and to do a postmortem on the body. Thea and Adam learn of the lockdown though guard David Mitchell after a loud argument between him and an old local woman, Martha Tyler. She is a white witch and the cook at the priory. Stael reports his inability to discover the cause of the hiker's death, but the body is decomposing rapidly. Fendelman orders him to dispose of the body. The Doctor and Leela decide they must investigate the priory just as Thea switches on the time scanner. A compulsion draws her to the machine. The skull and she seem to merge. Leela has split up from the Doctor. As she investigates a nearby cottage, a shotgun is fired at her. Meanwhile, the Doctor feels the presence of the same unseen creature. He finds himself paralysed, unable to run as the creature is about to consume him. The Doctor regains control of his legs and runs from the creature. Ted Moss reloads his shotgun and moves to the door of the Tyler cottage, where Leela overpowers him. Jack Tyler gets rid of Ted Moss and talks with Leela. Thea is being gradually taken over by the skull, the Fendahl. The Fendahl kills Mitchell, the security guard. Embryo Fendahleen briefly appear on the unconscious Thea as the Doctor and Adam watch. Fendelman has the Doctor locked up in a storage room on suspicion of Mitchell's murder. Jack Tyler talks to Leela about his "gran" and the old religion, and being involved with "something nasty". Adam goes to talk to Dr Fendelman about the disconnected telephone. Fendelman thinks the skull is extraterrestrial. He shows Adam a skull x-ray; a pentagram is part of the bone structure, and he believes it is a neural circuit that stores energy and then, eventually, signal to others that there intelligent life on the planet. Mrs Tyler returns to the cottage, terrified. Mother Tyler says that something was after her, "hungry" for her soul. Thea is again drawn to the room where the time scanner is kept. She sees the x-ray of the skull. Stael appears and, revealed as the leader of the local coven, proclaims she is the key to his power, the chosen one. The Doctor enters the room where the skull is kept. He finds the skull. It begins to "power up", glowing brightly. It forces him to touch it. He yells in pain as the skull glow ever brighter. Leela arrives and pries the Doctor away from the skull. The Doctor tells her it's a Fendahl's, a species he believed a myth. He rouses Mrs Tyler from her shock and asks her about the being which attacked her. She has precognition as a result of growing up near a time fissure. She later tells Jack that the figure she saw in her mind was a woman. Meanwhile, Stael pulls a gun on Dr Fendelman and Adam. He shackles them to pillars in the cottage's basement. The Doctor and Leela use the TARDIS to follow the time fissure and find the Fendahl's home planet. It had been placed in a time loop — and only the Time Lords could do that. Stael assembles his cult, preparing their ceremony. Fendelman realises what is happening. The Fendahl has used his ancestors and him to regain life. He pleads desperately with Stael and his followers to stop, but Stael shoots him. When they return, the Doctor, Leela and the Tylers head back to the Priory. Suddenly they find their legs cannot move. The group are all stuck as a full-grown Fendahleen bears down on them. The Doctor uses Jack's gun, loaded with rock salt, to kill the Fendahleen. The group concentrate and escape its telepathic influence. Meanwhile, the cult uses Thea's body as a host for the Fendahl core to manifest. The Fendahl turns the cult members into Fendahleen and paralyses Stael when he catches its gaze. The Doctor and Leela sneak into the cult's room and free Adam. The Doctor tells Leela to get Adam to safety and tries to help Stael. He begs the Doctor to bring him his gun. Stael kills himself. The Doctor confers with the others. He realises the Fendahl requires thirteen Fendahleen to become an incredibly powerful gestalt entity, but with Stael and a Fendahleen dead, the creature is incomplete. While the Doctor works on the time scanner, he theorises the Fendahl may have guided human evolution. This may explain mankind's darker nature. Leela and Jack are attacked by the Fendahl's forces and kill one of the Fendahleen. The Doctor rigs the scanner to destroy the entire priory. He and Leela enter the basement and take the skull. The Fendahl core tries to stop them, but in its weakened state, they avoid its paralytic effects. Without the skull, the core is rendered powerless and is destroyed in the explosion. The Doctor and Leela leave in the TARDIS to find a star about to go supernova and drop the Fendahl skull into it. The Doctor calls K9 a "him", saying that he can if he wants — after all, K9 is his dog. K9 nods in agreement. Cordo is informed by a nurse via an oval-shaped hatch in a corridor that his father has died. He is told to report to Gatherer Hade's office to pay the money for the Golden Death his father received, before slamming the hatch shut. Cordo does so but finds the fee has been increased from 80 to 117 talmars, which he cannot pay. Hade tells Cordo that he will have to increase his workload, despite the fact Cordo is already working twenty-one hours a day. The Doctor is playing chess with K9. They land on Pluto, and the Doctor exits with Leela. He is amazed the planet has a breathable atmosphere and huge cities. They spot Cordo preparing to jump from the roof. The Doctor distracts him long enough for Leela to pull him away from the edge. In his office, Hade is informed by Marn of an illegal airspace invasion and landing. Overjoyed that this will incur heavy fines upon the perpetrator, Hade heads out with Marn to catch the criminals. On the roof, Cordo tells the Doctor and Leela about the taxes to which all citizens are subject. Hearing the warning that Hade is coming, the three escape down a ladder. Hade finds the Doctor's TARDIS and tells Marn the tale of Kandor, an Executive Grade from Megropolis Four who stole millions from the Company. Meanwhile, Cordo announces he is headed for the undercity, where he has heard tax evaders and outlaws dwell. Leela and the Doctor accompany him. As they walk, Cordo tells the Doctor that the planet has six suns, who judges them to be in-station fusion satellites. Soon they find themselves surrounded by a band of humans, and Leela pulls her knife. The Doctor warns her not to take any aggressive action. On a screen, Hade and Marn watch as K9 heads out of the TARDIS, pondering as to what he is. The Doctor and Leela are taken deeper into the undercity. Cordo tells Mandrel of his failure to meet Hade's demands and requests to join his group. Mandrel tells him he must earn his keep through theft from the upper levels and killing. After Leela inadvertently demonstrates her skills with a knife, Mandrel notes that both she and the Doctor may be of use. Hade and Marn are still watching K9 as he makes his way through the city. The Doctor is instructed by Mandrel to take a Consumcard to the Consum Bank on subway 37 with Cordo acting as his guide. Madrel warns him that he must return before his candle burns to a set level, or Leela will be killed. Exiting the undercity, K9 meets up with the Doctor. Hade asks Marn to move the tracker onto the Doctor, taking him to be an Ajack, a miner from Megropolis Three and his intended disguise. However, the tracker is keyed onto K9 and unable to follow. Hade deduces that the Doctor must be orchestrating arms smuggling and he decides to go to the palace to warn the Collector. At the bank, the Doctor inserts the Consumcard and the process seems to have worked. Suddenly, the cubicle he is in shuts and begins to fill with gas. Cordo moves to escape and watches as a stretcher party take the Doctor away. In the rebel hideout, Veet asks Mandrel to kill Leela swiftly, as she wants her leathers for her herself undamaged. In his office, the Collector is visited by Hade, who reports that he believes dissident Ajacks are plotting to overthrow the Company through armed rebellion. The Doctor wakes up in a straight jacket and a man, also in a straight jacket, warns him not to speak as the balerium gas affects the throat. The man, Bisham, tells the Doctor that he is in the Induction Therapy Section of the Correction Centre and has been for about an hour. In the undercity hideout, the candle burns to the set level, and Mandrel orders his men to seize Leela. She outmanoeuvres the first aggressor and warns the others that the next one will die. Realising his men will not face her, Mandrel rises to the challenge himself. As they start to fight, Cordo returns and informs them of the Doctor's capture. Back in the Correction Centre, the Doctor hops around the room and begins inspecting the walls. He questions Bisham, who tells him he was arrested for becoming curious about other products outside his section. He was formerly an Executive Grade but found some pills for use by Gatherers and other Company staff. Inquisitive, he took them and felt like he was truly alive for the first time. Bisham then kept on taking them, and eventually the change was noticed and Megro Guards arrested him in his sleep. His job was manufacturing PentoCyleinicMethyldrane, or PCM. Meanwhile, Hade and the Collector discuss how to deal with the supposed uprising. Hade proposes more staff should be employed to search the undercity and claims a 5% increase in protection tax would offset the cost. The Collector pledges half of his Inner Retinue guard to assist Hade. In the undercity, Leela tries to convince the rebels to free the Doctor. Mandrel warns her that the Correction Centre is under the palace itself. Only Cordo offers to come with Leela. A man enters the Doctor's cell and fits a helmet-like device to both him and Bisham. As the man moves to activate the devices, the controls electrocute him and explode, having been tampered with by the Doctor. Leela and Cordo find K9, and she invites the robot along with them. Marn enters the Correction Centre as workers are repairing the controls. She orders the Doctor to be released, telling him Hade wants to talk with him. As he walks out, he leaves a bag of Jelly babies beside Bisham. As they traverse the tunnels, Leela begins to feel fear and queries this. K9 tells her that there is a chemical inhibitor in the air, causing her to feel fear as it affects the nervous system and debilitates the will. The Doctor arrives in Hade's office, and Marn hands over the 1000 talmars to the Doctor per the value of his Consumcard. Hade tells the Doctor he is forgiven, all part of his and Marn's plot to give the Doctor — or more precisely, his supposed rebellion — a sense of security. After a chat, the Doctor departs, telling Hade that he will be exploring Megropolis One for a bit. K9 blasts open the door to the Doctor's cell in the Correction Centre and Leela shoots the worker within. They free Bisham, who tells them Marn took the Doctor. They all leave together. As the Doctor moves into the undercity, the tracker placed by Hade can no longer track him. Unfazed, Hade tells Marn his plan to force the rebels into the open with the Inner Retinue guard and then pick them off. He calls the manoeuvre Morton's fork. A guard K9 stunned outside the Correction Centre wakes and sounds the alarm. The Doctor returns Mandrel his money, but this makes the group suspect and Madrel takes him to be a spy. Leela, Cordo and Bisham find their way blocked by a barricade. Turning around to go another route, they see an armed vehicle speeding towards them. Cordo tells Leela it's no good, they've been seen. Leela instructs K9 to hide and he does so. As the guards get out, Leela has K9 shoot them down, and their guns are taken by Bisham and Cordo. They take the vehicle and, with Bisham driving, charge at the barricade. Believing them to be dead, the guards have already begun taking it down, and they pass through with ease. However, in the gunfight that ensues, Leela is hit by a shot from one of the guns and falls from the vehicle. Unable to help her with the guards still firing, Cordo and Bisham have no choice but to drive on. In the undercity, a hot iron is being prepared by Goudry with which to torture the Doctor so that he reveals what happened between him and Hade. Mandrel believes some form of deal was brokered between the two, and he takes the iron and readies himself to burn the Doctor. Bisham appears on the balcony above and threatens Mandrel into halting the process. The Doctor then asks them where Leela is, realising that she is not with them. In the Correction Centre, Leela is lying on one of the surfaces, alive but unconscious. The Collector sits in his chair nearby and is puzzled to find that Leela has not been numbered like all the work units on Pluto. As he leaves, the Collector tells his entourage to maximise her medi-care and bring her to him as soon as she is "on her feet". Back in the undercity, Mandrel reveals that he used to be a B-Grade working in Main Control and tells the Doctor that they could take over Main Control and cool the PCM to a point below its critical temperature, thus stopping it altering the minds of the citizens. The Doctor instructs Cordo to fetch him two of the oculoid electronic monitors that are being used to spy on him. Leela is brought before the Collector and tells him her name and origin in the Sevateem. She goes on to tell him that she arrived on Pluto with the Doctor in his TARDIS. Leela is then taken away. In the undercity, the Doctor questions the rebels as to what the Company actually does. They don't know where the money they pay actually ends up. The Doctor tells them to spread the word to the other humans that they should fight for their freedom. Hade is summoned before the Collector and is told that the Doctor is not a conspirator, just a traveller who landed on Pluto by mistake. The Collector puts out a reward for information leading to the capture or death of the Doctor — specifically 5000 talmars, to be paid from Hade's own purse. Secondly, the Collector decides that Leela is to be publicly executed. Meanwhile, the Doctor uses the monitors that Cordo fetched to create a loop of himself walking the same path, thus tricking the scanner. The Commander of the Inner Retinue visits Leela in the Correction Centre and tells her that she is to be executed. As he prepares to leave, he mentions the steaming, the process used in execution and the name of which scares Leela. In his office, Hade is informed by Marn that the Doctor has been detected. They watch the footage of him walking up and down, unaware that it is duplicated. With the risk of 5000 of his own talmars present, Hade decides that he will arrest the Doctor himself and sets out with Marn. In Main Control, a guard is watching a public bulletin that announces the bounty on the Doctor. As he looks away he finds the Doctor next to him along with Bisham, Mandrel and Cordo, who threaten the two guards present into surrendering. Mandrel shuts down the vapour towers as Cordo asks the guard and his friend, Hackett, if they are with the revolution. They join the uprising. Arriving at the supposed location of the Doctor, Hade is surprised to find him absent. He has Marn check the scanners, but they still show that he is walking up and down beside them. In Main Control, the Doctor views a second public bulletin announcing the execution of Leela. Mandrel is maintaining the PCM at 70 centigrade. Bisham explains the steaming, telling the Doctor that it involves putting the victim into a condensation chamber, and the heat exchanger, regulated by water pump, turns the water into high-pressure steam that then goes into the condensation chamber. In order to access the condensation chamber, the Doctor is told that he would have to pass through a high-pressure vent. As he would not survive, K9 opts to go instead. On the screen, Cordo watches as Leela is bundled into the chamber. At the execution, the Collector is disappointed by the turnout and the news of the faulty scanners. Back in Main Control, K9 has stopped the water supply and returns through the vent. Mandrel hands the Doctor a two-way communicator as he enters the vent. They struggle to hold back the water as Leela enters the steamer. The Doctor enters the steamer and helps Leela from the chamber. As he does so, Mandrel contacts him on his communicator, and noise is audible to the Collector and the others assembled. Aware that something has gone wrong with the process, the Collector orders an investigation. Leela and the Doctor make it back through the vent and are greeted with the news that the PCM is clearing fast. Watching the execution, the Doctor considers the advantages for the rebellion if they could take control of the public video system and decides that he should head for the palace to do just that. Two guards enter and are taken captive almost immediately. The Doctor and Leela set off for the palace, leaving K9 and the others to defend Main Control. In the execution room, the Collector is brought news that some of the workers are refusing to leave their rooms. This infuriates him as it damages "company profitability". Elsewhere, Goudry and Veet coerce some workers into attacking the guards and refusing to work. The Doctor and Leela enter the palace and disable a guard there. The Doctor stops Leela killing him and hypnotises him into sleeping, only to be awoken by the phrase "wake up". Hade reports to the Collector that the situation is worsening but is refused more men as his superior needs them for his own protection. In the palace, the Doctor is fiddling with the Collector's computer. Leela finds a safe, and the Doctor tries to open it by listening at the door. Failing that, he opens it with his sonic screwdriver. Leela runs in and hits a barrier, knocking her unconscious. The Doctor follows her, deactivating the barrier as he does so. In Main Control, Bisham and Mandrel are happy to discover that the public video system is in rebel hands. It broadcasts a message stating that all government officials are to be arrested on sight and that guards should engage in peaceful co-operation. A group of rebels spring upon Marn, but she surrenders and tells them she wishes to join the revolution. On the roof top, Hade is enraged to find citizens lounging around. He orders them to return into the city but, led by Vanna, they attack him and throw him from the roof to his death. In the palace, the Collector returns to his computer, and the Doctor joins him. The two converse, and the Doctor asks him about the Company. He asks where the head office is, and the Collector tells him it is on Usurius, to which the Doctor identifies him as an Usurian. The Collector explains that his species made a deal with the humans. They built a colony for them on Mars, subjected them to extreme taxation and moved them to Pluto when the resources there ran out. He goes on to tell the Doctor that, once the resources of Pluto have depleted, the Company will move on, leaving the humans to die. The Doctor accidentally uses the phrase "wake up" and the guard he previously hypnotised pulls a gun on him. The Collector decides it is time to activate "Contingency Plan A"; he reveals to the Doctor a switch that operates the sprinkler system. However, they used dianene, a deadly poison. Leela arrives and throws a knife, wounding the guard. She then stops the Collector flicking the switch. Cordo, Mandrel and the Commander burst in, but the Collector is too distracted to care. Stressed by the collapse of his rule, he reverts to his natural form, shrinking until he is contained within the chair he could not leave. The Doctor explains that, naturally, Usurians look like seaweed, and no one would take orders from seaweed. On the roof, Leela and K9 return to the TARDIS. The Doctor tells Bisham that he has faith that the humans will be able to colonise Earth again, then enters the ship. Inside, Leela asks the Doctor why the Collector gave in so easily, and he explains that he fed a 2% growth tax into the computer that blew the economy. Unable to take it, the Collector collapsed. The Doctor takes the controls of the TARDIS, tossing the vessel to one side and flipping the chessboard which he and K9 had left at the start of the adventure. With mock sincerity, the Doctor deeply apologises and promises K9 a rematch. Aboard the TARDIS, the Fourth Doctor is painting and Leela is playing with the console. When they reach the edge of the cosmos, the Doctor is in awe. K9 informs him that there is a nearby spacecraft and they are both heading into a spiral nebula. The TARDIS escapes and materialises aboard the vessel, the R1C. When its crew hears the TARDIS, they recognise it as the technology of the gods. The Doctor, now in the ship's cargo hold, determines that it is from Minyos, a planet on the other side of the universe. The Time Lords once helped the Minyan civilisation develop before being rejected. This led to their non-interference policy after the Minyans destroyed their own world. Leela uses a shield gun to blast the door open, and they head for the bridge. As the crew try to avoid the nebula, the Doctor offers to help. Herrick holds a weapon on him, until Captain Jackson orders Orfe to use the pacifier to subdue Herrick and Leela. Jackson explains that the R1C has been searching for another ship, the P7E, for a hundred thousand years. While the crew can regenerate endlessly, their ship is failing. The P7E contains the genetic race banks needed to rebuild Minyos. The Doctor connects K9 to the failing systems and the R1C escapes the nebula. However, the signal from the P7E is still coming from inside and Jackson orders the ship to go back in. With K9's help, the ship survives the journey, but its huge mass starts to attract debris. As the rock builds up around the ship, the Doctor suggests using the ship's weapons to blast itself free. Unfortunately, the laser cannon starts to burn through the hull as well. The laser punches through just in time. The R1C escapes, only to encounter another planet that has built up over centuries. The Doctor suggests this could be the P7E. With no fuel left, the R1C penetrates the soft surface of the planet and heads for the core. In tunnels under the planet's surface, slave workers known as Trogs are buried by a rockfall. Guards are dispatched to restore order and accuse a Trog named Idmon of heresy for suggesting there is a sky. His son, Idas, runs away from the guards. Jackson and his crew explore the tunnels and spot security cameras, suggesting a technologically advanced society. The Doctor and Leela see the guards chasing Idas and lead them away, losing them and finding Idas in the airlock of the R1C. The Doctor tells Idas about his people's past and learns about the legends of the Sky Gods and the Seers who rule the society on behalf of the Oracle. As Herrick scouts ahead, he is accosted by guards. They don't believe his story and attack him. He easily deflects their fire, but the head guard, Rask, orders the tunnel sealed off and gas pumped in. The Doctor detects the gas. He finds the environmental controls and tries to reverse the flow but cannot concentrate. He slumps over the machinery. At the last second, the gas clears. Jackson, Orfe and Tala free Herrick; the guards are overcome by their own gas. When the Doctor wakes, Idas tells him about the punishment his father will endure for his heresy. Idmon will be sacrificed in the Citadel to appease the Oracle. A sword will be dropped on him. The Doctor sends K9 to find Jackson, while he takes Idas and Leela to stop the sacrifice. Idas warns them of dragons which guard the Citadel, but it is merely a defence mechanism that Leela makes short work of with the shield gun. When they reach the planet's core, which has zero gravity, they float down to the Citadel. At the sacrifice, the Oracle speaks to the Seers, who light a lamp to burn through the strap holding the sword. The Doctor's party are taken to the sacrifice by the guards. The lamp is moved at the last moment. Idas incites a rebellion and frees his father. Jackson's crew arrive to assist. Herrick remains behind as a rear guard to allow the rebels to escape, but he is captured. The freed Trogs explain the endless futility of their lives, working for no purpose. Jackson agrees to help the Doctor infiltrate the Citadel and find the Oracle. The Doctor and Leela lie in an ore cart headed for the Citadel. The Seers torture Herrick. They refuse to believe his story of a millennia-long quest. They remove their ceremonial masks to reveal strange, metallic faces. As the ore cart approaches the Citadel, the automated system tips the contents of each cart into a crusher, including the Doctor and Leela. The Doctor and Leela hang onto a ledge by their fingertips and are rescued by the R1C crew. Jackson agrees to hold off the guards while the Doctor's party head for the Oracle. In the Citadel, the Seers suggest letting Herrick have the race bank cylinders, since they are of little value and not worth the risk. The Oracle releases the cylinders and offers to let Jackson have them if he will leave. Jackson agrees and takes the cylinders back to his ship. The Doctor speaks to the Oracle. He recognises it as a deranged computer programmed to protect the race banks at all costs; therefore the cylinders given to Jackson must have been fakes. He takes the real ones. Jackson prepares his ship for launch but stops when K9 identifies his two cylinders as fission grenades capable of destroying a small planet. The Doctor takes the grenades back into the tunnels, where he encounters Rask, sent to retrieve the race banks. The Doctor hands over the grenades instead, and they are returned to the Oracle chamber. The Doctor, Leela and Idas help the Trogs escape the tunnels and convince Jackson to take them with him, since they are the descendants of the P7E crew. The R1C takes off before the Oracle realises the real race banks are missing. When the grenades explode, they destroy the planet. The explosion is enough to propel the underpowered R1C clear of the nebula. The ship heads for Minyos II, a mere 370 light years away. As they leave, the Doctor calls the captain "Jason". He has to explain to Leela about the legend of the Argonauts. He wonders if it is also a premonition. The Fourth Doctor meets a group of aliens in space and returns to Gallifrey, bringing Leela and K9 with him. He is behaving very strangely, and when the Chancellory Guard under their Commander, Andred, arrive at the Panopticon Chamber to interrogate him, the Doctor demands to be taken to Chancellor Borusa, who is now in charge of the Time Lords. The Doctor claims the vacant Presidency of Gallifrey, having been a candidate. After the demise of Chancellor Goth, he is elected automatically. The aliens watch him keenly, stating that they have chosen well. The Doctor chooses a presidential chamber and asks it be decorated with lead lining throughout. Shortly afterward, a ceremony is held to swear him in as President of Gallifrey, and he is presented with the trappings of office. However, when the circlet connecting him to the Matrix, repository of all Time Lord knowledge, is placed on his head, the Doctor collapses in pain. The Doctor is taken to the Chancellory to rest and recover. When he regains consciousness, he reminds the Time Lords that no aliens are allowed on Gallifrey and instructs that Leela be expelled from the Capitol Citadel, where she will have to fend in the wastelands. She tries to avoid banishment, but the Doctor insists as president. The Doctor retreats to the TARDIS, where he shares a secret plan with K9. He is obviously very concerned about the situation in which he has found himself. Meanwhile, Leela meets Rodan, and they find that a massive warship is moving towards Gallifrey. The Doctor is planning to aid an invasion of Gallifrey itself. To this end he sets about destroying the transduction barrier that shields the planet from external threat. K9 sets about this task while the Doctor returns to the Panopticon, the great hall of the Time Lords. He laughs cruelly as three alien beings start to materialise. The invading beings are known as Vardans. They appear as shimmering manifestations who made an alliance with the Doctor some time ago. The Doctor advises the Time Lords, including the stubborn Borusa, to submit to their new and powerful masters. He asks Borusa to meet him in his office, where the Doctor explains he had the lead walls installed to prevent the Vardans entering the room on thought waves and reading his mind. He hadn't told the other Time Lords because their minds are too single-minded, and the Vardans would be able to hear them. He sent Leela away to protect her and can now work with Borusa to defeat the Vardan threat. A new problem has emerged, however, with the ascendancy of the obsequious and compliant Castellan Kelner. He is being far too co-operative with the Vardan occupation. The toadying yet ambitious Castellan soon has Borusa placed under house arrest and starts expelling trouble-making Time Lords from the safety of the Capitol. Leela has kept her faith in the Doctor. She decides that if he wishes her to leave the Capitol it is with good reason, so she departs for the wastelands. She is accompanied by Rodan. They are welcomed warily by a tribe of Outsiders who have rejected Time Lord society and live in the wastelands. Their leader, Nesbin, explains some of the background to his tribe. Back in the Capitol, however, things are looking grim for the Doctor when Andred corners him and decides to execute him in the name of liberty. K9 helps the Doctor overpower Andred. The Doctor explains the danger and abilities of the Vardans to Andred, with his TARDIS providing a shield to his thoughts. The Doctor is hoping to persuade the Vardans to fully materialise so that he can find their planet and time loop it. Leela has also organised her own resistance movement in the wastelands, comprising Nesbin's people and the exiled Time Lords, all of whom are drilled into a fighting force which soon launches an assault on the Capitol. Meanwhile, the aliens and Kelner have decided the Doctor is behaving in an untrustworthy manner. The Doctor reaffirms his loyalty to them by agreeing to dismantle the final force field protecting Gallifrey from attack. He does not fully disable it, but rather places a large hole in it. The Vardans use the hole to properly invade Gallifrey and appear as humanoid warriors. Their manifestation enables K9 to track down their home planet and supply the Doctor with the correct co-ordinates. He uses this to beam the Vardans back to their home world and then traps it in a time loop. At about the same time Leela and her warriors reach the Panopticon, but celebrations are short-lived when three Sontaran soldiers appears in the chamber, and the leader raises its gun. Gallifrey has now been invaded by the Sontarans, led by Commander Stor, who finds Kelner ever ready to pledge support, even if the other Time Lords remain resistant. The Doctor and his party escape to the President's office. Borusa has placed titanium alloy on the door to reinforce it. The Sontarans are delayed while the Doctor and his party escape through another exit. The Doctor uses his freedom to try to pressure Borusa into revealing to him the location of the Great Key of Rassilon, a missing item of the Presidential regalia. On the way back to the TARDIS, Nesbin is killed by a Sontaran. The Doctor looks for the Great Key in a large group of keys, and Borusa pulls it out of a drawer keyhole. Meanwhile, the Sontarans have been trying to get Kelner to widen the gap in the force field. They then regroup at the TARDIS where Rodan is put to work using the TARDIS' controls to repair the hole in the force field, while the Doctor explains that the Sontarans want domination over all universes and all time. However, Kelner imperils their resistance when he manipulates the stabiliser banks of the Doctor's TARDIS to try to destroy the resistance force within by hurling them to the heart of a black star. The Doctor overrides the threat, so their enemies change tactics. Commander Stor and one of his troopers, assisted by Castellan Kelner, gain access to the Doctor's TARDIS. They pursue the Doctor and his friends through the labyrinth of corridors. Stor is after the Great Key too, knowing the Doctor has now persuaded Borusa to yield it to him. The Doctor uses distractions to buy time. On the Doctor's instruction, a hypnotised Rodan and K9 construct a special forbidden Time Lord weapon: the de-mat gun. Powered by the Great Key itself, the de-mat gun erases its victims from time itself. The Doctor takes the gun and confronts Stor in the Panopticon. Stor intends to destroy the galaxy, and the Time Lords and Sontarans with it, with a grenade, but the blast is cancelled out by the Doctor using the de-mat gun. It obliterates Stor, wipes the Doctor's mind of recent events, and also destroys itself. Kelner is arrested and Borusa begins the process of rebuilding Gallifrey. The Doctor is ready to leave, but Leela decides to stay on Gallifrey because she has fallen in love with Commander Andred. K9 decides to stay behind to look after Leela, and they both watch as the TARDIS dematerialises. Inside the TARDIS, the Doctor pushes out a box labelled "K9 MII." He grins mischievously. Using a dog whistle to awaken K9, The Doctor begins busily planning a holiday to Halergan 3. Suddenly, the TARDIS goes dark, and a mysterious voice summons him from outside. The White Guardian asks the Doctor to complete a task for him — to find the six segments of the Key to Time, an immensely powerful cube which maintains the equilibrium of time. The segments are hidden throughout the cosmos, though they can be found with a locator. Before the Doctor embarks on the quest, he is warned that there is a dangerous Black Guardian who also covets the Key. Returning to the TARDIS, the Doctor finds that he has been assigned a new assistant, a Time Lord named Romanadvoratrelundar, whom the Doctor calls "Romana". As a new recruit from the Time Lord Academy on Gallifrey, Romana is inexperienced, but she believes herself just as capable as the Doctor, who would rather work alone. The Doctor, though incensed to find that there is now a hole in his console, inserts the locator in the hole and sees that the first segment is presently on Cyrrhenis Minima. at least, it is for a moment, before the coordinates change to new ones: Ribos, 116 parsecs away. Meanwhile, on Ribos, Garron and Unstoffe are atop a parapet of the castle of Shur that houses the planet's crown jewels. As guards in the vault extinguish the lights and secure the room, Unstoffe drops a chunk of drugged meat into the chamber, then lowers a ladder. Unstoffe reluctantly climbs down, stepping off the ladder next to the sleeping shrivenzale. Working quickly but quietly, he cuts a hole in the glass case housing the valuable jewels. Then, rather than steal anything, he places in a large piece of jethrik, a precious blue stone and the rarest and most valued mineral in the galaxy. Garron leaves to meet the Graff Vynda-K, an exiled tyrant. Shortly after they make their introductions and leave, the Doctor's TARDIS materialises and the two Time Lords emerge. As the Doctor is instructing Romana on the value of always expecting the unexpected, he is unexpectedly caught in a net. The Graff is impressed by the planet's supposed quantity of jethrik. Garron uses a bug in the Graff's chamber to monitor his conversation with Sholakh, the Graff's aide, but he is interrupted by the Doctor and Romana in the passageway. He effects the manner of a watchman to make his escape, calling out, "Four o'clock and all's well!" as he walks away. But the Doctor is puzzled by the fact that he does it with a Somerset accent. The locator points the Doctor and Romana to the chamber containing the jethrik and the Crown Jewels of Ribos. As the Doctor tries to open the locks to retrieve the segment, Unstoffe joins one of the guards atop the tower and gives him a drink, which conveniently knocks him out. Unstoffe blows the guard's horn, and the guards below lower the door to the shrivenzale's chamber — trapping the Doctor and Romana with the waking beast. The guards operating the door notice the obstruction and, fearing harm to the shrivenzale, lift it again, freeing the Time Lords. The door is soon closed, keeping the shrivenzale at bay. The Doctor and Romana hide when guards enter the room, followed by Garron, who asks for a substantial sum of money to be kept there for protection. The Doctor is concerned he may also be after the segment. The money will, of course, be the Graff Vynda-K's deposit for his purchase of the planet, which he intends to use as a base to build an army and a battle fleet. The Graff is intrigued when Unstoffe, pretending to be a native of Ribos, concocts a tale about a lost mine containing an excess of jethrik. He sends Sholakh for his money, then discovers the bug planted in his chamber. He realises that Garron is trying to con him. Later, Unstoffe distracts the shrivenzale, recovers their piece of jethrik, and takes the money from the safe. By now, the Doctor has realised that the piece of Jethrik is the segment. He also tries to take it, but the guards are alerted, prompting him to escape using Unstoffe's route while Unstoffe bolts through the door with the jethrik. However, an angry Graff, who intends to kill them for deceiving him, intercepts the Doctor, Romana and Garron. He orders their execution on the spot. Distracted momentarily by the Doctor and advised by Sholakh to remember the money stolen, the Graff instead takes Garron prisoner with his presumed accomplices, the Doctor and Romana. The Graff confronts the Shrieve captain to see what is being done. Noticing the jethrik is gone as well, he discovers the "scringestone" tale is a lie. Meanwhile, Sholakh discovers that Garron has an accomplice when his communicator begins beeping. After Sholakh leaves, the Doctor uses his dog whistle to summon K9. Unstoffe hides with Binro, a homeless outcast who believes that Ribos is a planet orbiting a star, which Unstoffe confirms to be true. The Ribos guards summon the Seeker, who locates Unstoffe's hideout. The guards prepare a pre-dawn raid. The Graff has other plans and orders Sholakh to rally his men, go in to massacre all the Ribosians, take the jethrik and leave. Using the listening device in the Graff's room, Garron warns Unstoffe about the Graff. While the Seeker and the Graff are in the concourse, Binro, thankful for Unstoffe's encouragement, leads him to the labyrinthine catacombs under the city. K9 helps the Doctor, Romana and Garron escape from the Graff's quarters. The Graff and his men enter the catacombs without the Ribos guards, who fear the place as the home of the Ice Gods. Binro and Unstoffe don't fear the Ice Gods, knowing they are mythical, but they do fear the nest of shrivenzales they hear in the distance. The Doctor's group is not far behind them, but they are forced to hide when the Graff's party comes upon them. Unfortunately, the Doctor gives away their presence when a skull falls to the floor. The noise of the skull also draws the attention of a shrivenzale, scattering the Graff's men. Reflecting on the difficulty of finding their quarry, Sholakh advises the Graff to use the Seeker as her earlier information was accurate. The Doctor sends the rest of his group ahead and doubles back to the city. Farther down in the catacombs, Unstoffe and Binro split up, the latter also doubling back to see if he can determine Garron's fate. Unstoffe gives Binro his communicator to demonstrate to Garron that it isn't a trick of any sort. At the entrance to the catacombs, the impatient Graff kills one of the guardsmen in front of the Shrieve captain to convey his displeasure with being made to wait for the Seeker. After witnessing this display of ruthlessness from a hiding place, the Doctor returns to the Graff's chambers. There, he stands over the fallen soldier whom K9 had earlier incapacitated. Garron steals the core to the Key to Time from Romana and heads off to locate the jethrik and Unstoffe, in that order. The Seeker, meanwhile, foresees that if they enter the catacombs, "all but one" of the party will die. Nevertheless, she leads the Graff and his men into the catacombs. They encounter Binro, whom they mistake for a grave robber. Seeing he has Unstoffe's communicator, they take him with them to assist in finding Unstoffe. They proceed deeper. As they head off, the tail of a scarf peeks out from the robe of the last guard in line. The Graff corners Unstoffe and Garron. Binro runs to try to warn them and is shot dead. He dies content in the knowledge that he was right about his measurements of the stars. Unstoffe, upset, moves towards the Graff and is wounded. Garron bluffs the Graff by claiming the Doctor and Romana are interstellar agents, who have stumbled across the Graff's crimes while they were arresting Garron. This only serves to enrage the Graff further. Unnoticed by all, in all this activity, is one of the Graff's guards, blowing a dog whistle. Adding to the chaos, a shrivenzale draws near. The Ribos guards use a cannon to destroy the entrance to the catacombs, causing the ceiling to collapse on the Graff's men. The collapse traps Unstoffe and Garron, but they are freed by K9. Romana reclaims the tracer that Garron stole. The Graff notices that Sholak is trapped and tries to save him, but it is too late. With the money and the piece of Jethrik, the Graff recalls the Seeker's prophecy that all but one of his group will die. He kills the Seeker to make sure that he will be the only one who survives. His last surviving guard moves towards her as she is killed, but the Graff announces that his guard will receive a more honourable death. He gives the guard an explosive to kill himself with. The guard, actually the Doctor in disguise, swaps the explosive for the Jethrik. The Graff walks off into the maze yelling for Sholak before exploding. After leaving the catacombs, Garron and Unstoffe are free to commandeer the Graff's deserted ship. The Doctor, Romana and K9 depart in the TARDIS, and the Doctor and Romana reveal the first piece of the Key to Time. The Doctor looks at the first segment and comments, "Only five more to go." On a mountain base, the nervous Mr Fibuli informs the impatient Captain that a new source has been found for vasilium. Immediate orders to mine it follow. The Captain speaks to the people of the planet, declaring a new golden age. As the people celebrate, a different group, dressed in yellow robes, mentally watch Pralix, who doesn't appear as thrilled with the Captain's announcement as everybody else. In the TARDIS, the Doctor is securing the first segment of the Key to Time by tucking it in a boot and sticking it in the fridge. The tracer points Romana I and him to the cold and boring planet of Calufrax. The TARDIS is unable to materialise (damaging Zanak's engines as well) until Romana pilots it into a landing. The pair soon discover that they are not on Calufrax at all. Meanwhile, Pralix is now delirious, watched over by his grandfather Balaton, sister Mula and friend Kimus. Balaton is concerned that his rantings will be overheard. The area in which the Doctor and his entourage have landed is deserted until they meet a local who tells them that the people of his planet are going to be rich because of the Captain and his latest "golden age of prosperity". He gives Romana some diamonds and rubies, saying they can be found everywhere. He warns the Doctor and her about the Mentiads, then leaves before he can elaborate. The Doctor finds precious stones all around, including the extremely rare oolion. Balaton is terrified that Pralix will be taken by the Mentiads. Kimus is sceptical, and Mula remembers her father's death at the hands of the Captain's guards, ostensibly to save him from the Mentiads. Meanwhile, the Mentiads declare their "harvest" of Pralix is imminent. As they march across the fields of Zanak, the Doctor hears Pralix and sets off to investigate. Romana waits behind, surveying the Captain's fortress with a telescope, only to be arrested for that forbidden item and her forbidden question: "Why?" The Captain sends more of his soldiers to stop the Mentiads, but weapons are useless against their psychic powers. Instead, the Captain sends troops to find the telepath and eliminate him. They burst in on the Doctor in Pralix's home, but K9 quickly stuns them. The Mentiads enter soon after and strike down the Doctor with a blast of mental energy. When the Doctor wakes, Pralix and the Mentiads are gone. K9 tells him of Romana's arrest, giving him an incentive to try to get to the bridge atop the mountain, where she has been taken by the guard. Kimus accompanies him, hoping to rescue Pralix from the Mentiads. They get up to the mountain in an air car. Meanwhile, Mula and K9 track the Mentiads in an attempt to find Pralix. On the bridge, Fibuli breaks the news to the Captain that the macromat field integrator has burnt out and they cannot replace it themselves. He suggests one more jump to find mineral PJX 1-8, which would do the same job as the integrator. Romana is brought to the bridge, and the Doctor also finds his way up. The Captain isn't taking any chances. He has guns trained on them as he encourages them to lend technical assistance. Romana is confused that the tracer gives out a continuous signal wherever they go. The Doctor realises what's going on. After they escape with Kimus and make their way underground, they find the ground beneath them is frozen. The Doctor explains the planet they are on, Zanak, has been hollowed out and fitted with engines so it can transmat through space and materialise around others — such as Calufrax — to plunder their mineral wealth. They have no time to pause as the Captain's guards give chase from behind. As they run, they face a group of Mentiads. There is no danger. The Mentiads are friendly. They have come to save the Doctor and his friends from the guards. The Mentiads, now including Pralix, create a force field with their psychic powers. This power of the Mentiads will not last much longer. Zanak has come to Calufrax for its crystals. When refined, they can be used to block their psychic abilities. The Doctor doesn't know it yet, but the Captain is planning to materialise Zanak around Earth after mining on Calufrax is finished, because mineral PJX 1-8 (quartz) has been located there. The Mentiads tell the Doctor that Zanak was a prosperous planet until the reign of Queen Xanxia, who supposedly had mysterious powers. Galactic wars she waged were the ruin of Zanak and its people. The Doctor and Kimus fail to steal an air car and are taken to the bridge. The Captain shows the Doctor his trophy room of crushed remains of planets. The Doctor's secret plan is to break into the engine room, but while looking for it, Kimus and he find a room with an old body connected to a time dam, used to slow down the flow of time, using the energy Zanak acquires to keep Queen Xanxia barely alive. The Doctor returns to the bridge and exposes the Captain's nurse as a hologram controlled by Queen Xanxia. The Queen believes that she has made her hologram nearly real. The Doctor tries to convince her that the escalating energy needs of the time dam she is using will eventually cause her real body to die. He is thrown overboard for his troubles. The Doctor survives because it was only a projection of him that walked the plank. He has figured out the final piece of Queen Xanxia's puzzle, the device he found in the room with the body. Xanxia has been using the device to create an image for herself, disguised as the Captain's nurse. Xanxia is almost immortal because of the power of Zanak, which she uses to give permanent form to her image. The Mentiads approach the bridge. They expect the Doctor to have taken control of the engine room by now, but because of the psychic interference transmitter, they are disadvantaged. The Captain seals the bridge as Zanak prepares to make the jump to Earth. Since Zanak's engines were damaged when the planet materialised in the same place as the TARDIS, the Doctor escapes and tries to employ the trick again to prevent Zanak from materialising, while the Mentiads do their best to sabotage Zanak's engines. Xanxia kills the Captain, who is saddened when Mr Fibuli dies, when he finally turns against her. The Doctor, Romana and the Mentiads destroy Zanak's bridge and Queen Xanxia, ending the devastation caused by Zanak's travels. In the aftermath, the Doctor and Romana collect the second segment of the Key to Time, the remains of Calufrax. They set off back to the TARDIS to search for the next segment. The Fourth Doctor and Romana I are about to embark in search of the third segment of the Key to Time. The Doctor is excited to find that it is located on Earth, which Romana describes as his favourite planet. Romana has dressed herself in a fashionable outfit, including a pair of four-inch heels that the dismayed Doctor believes will be unsuitable for walking. They prepare to embark when a voice tells them to "beware the Black Guardian." At this, the Doctor reveals Romana was not sent on this quest by the President of the Time Lords, but rather by the all-powerful White Guardian, who wishes them to gather the Key to maintain galactic stability. They venture outside to find themselves near the Nine Travellers, a group of cromlech or standing stones in Boscombe Moor, Cornwall. On the way, they see heavy indentations in the ground, which intrigue the Doctor. Also interested in the location is aged archaeologist Professor Amelia Rumford, who is surveying the stones with her friend, Vivien Fay. They find dried blood on the ground at the stones and are alerted to the activities of a local druidic sect. The Doctor goes to meet its implied leader, Leonard de Vries. Romana, having difficulty walking in her heels, stays behind with Amelia and Vivien. De Vries lives in a large property nearby, Boscombe Hall, built on the site of the Convent of the Little Sisters of Saint Gudula. Inside, de Vries and his maid, Martha, are incanting to the Cailleach, the Druidic goddess of war and magic. The Doctor interrupts and is entertained briefly by de Vries until his host sees the opportunity to knock him out. De Vries and his mistress, dressed in a hideous bird costume, aim to sacrifice him to the Cailleach. Meanwhile, Amelia and Vivien prepare to go back to Vivien's cottage. They invite Romana to join them for a cup of tea, but she opts to stay at the circle to wait for the Doctor. After the others have left, Romana hears the Doctor's voice calling out to her. She calls out for the Doctor. When he does not answer, Romana decides she should investigate — in her bare feet. Her high heels have caused her so much ilk she pitches them. Romana approaches a cliff edge, still hearing the Doctor call out. Something disturbs her, and she yells for it to keep back. She steps backward and falls over the edge. Romana has grabbed onto the rock face and is clinging to the cliff just below the edge. Meanwhile, de Vries and Martha argue about the validity of sacrificing the Doctor, who is now awake and tied to one of the stones in the circle. The sacrifice is interrupted by the arrival of Professor Rumford, who frees the Doctor as the others flee. Neither the Doctor nor Amelia knows where Romana is, however. After discovering her abandoned shoes, the Doctor summons K9 to help find her. They are successful. Romana is relieved to see K9 but is surprisingly mistrustful when she sees the Doctor. After they pull her up from the cliff, K9 calms her by assuring Romana it is indeed the Doctor. They conclude that it must have been a doppelganger of him who pushed her off the cliff. They assume that whoever it is must be in possession of the third segment of the Key to Time and has found a way to utilise its shape-changing abilities. They decide de Vries can answer some questions and set off for Boscombe Hall — after Romana is allowed to return to the TARDIS so she can change clothes and switch into a pair of sturdy boots. When he gets there, he finds the owner and Martha have been crushed to death. The Hall is under attack by a pair of mobile giant stones like those from the moor. The Doctor and K9 repel the attack, though the robot dog is badly damaged and needs repair in the TARDIS. More curious facts come to light: the Doctor works out that the stones need blood to survive. Romana has pieced together that the owners of the Hall and the preceding convent were all women. It soon becomes clear they all had the same face too — that of Vivien Fay. Meanwhile, the woman in the bird costume has brought more stones (or Ogri, as she calls them) to life using poured blood. Romana ventures back to the stone circle and there finds Miss Fay in the costume. When challenged, she fires a weapon at Romana, causing her to dematerialise. Meanwhile, after dispensing with one of the stones pursuing them, the Doctor and Professor Rumford reach the stone circle. Miss Fay tells them Romana will be safe if the Doctor stops interfering. She disappears. The Doctor now identifies the stones as Ogri, a life form from Ogros in the Tau Ceti system. Two of them are still missing and moving around the countryside. Two innocent campers help quench their taste for blood. The Doctor calculates Romana and her captor must be in hyperspace. He builds a projecting device which he uses to transmit himself there. He arrives on a hyperspace craft which seems to be a prison vessel, and he frees Romana. He soon breaks a lock on a sealed door, releasing two floating globes. They are Megara, justice machines, dispensing the law as judge, jury and executioner. They contend that as the Doctor broke the seals, he has transgressed the law and should be eliminated. K9 and Amelia have meanwhile been tasked with protecting the projector used by the Doctor to cross the dimensions, but they find themselves under attack from two Ogri. Vivien returns to Earth and destroys the device but spares her friend. She takes the Ogri back to the hyperspace vessel with her and there tells the Doctor and Romana she has destroyed their linking device between the dimensions, leaving them trapped in hyperspace forever. The Megara destroy one of the Ogri that threatens them. The Doctor has been tried in his absence by the Megara, an abrupt and unfair process dependent on the word but not the spirit of the law. He successfully petitions to conduct his own defence in an appeal. He puts Romana in the witness chair to establish that he broke the seal because he feared for the safety of the Megara. This also sets a precedent for the use of the truth assessor. He tries to draw Vivien Fay into the trial and get the Megara to subject her to the truth assessor, which will reveal her true identity to the court as the person whom they were originally set to put on trial 4000 year ago. When he calls "Vivien" to the stand, he argues she should be attached to the assessor like Romana. The Megara, however, deny his appeal on the grounds that she was not a direct witness to the crime for which he stands accused. Nevertheless, the Doctor comes closer to the truth about "Vivien". He argues successfully for putting one of the two Megara on the stand, who tells the court the nature of the journey that has kept them in hyperspace for four thousand years. They are on a mission to find and try Cessair of Diplos, a criminal wanted for murder and the removal and misuse of the Great Seal of Diplos. The Megara states the seal has significant powers: transmutation, transformation and the ability to establish "hyperspatial and temporal coordinates". Amelia and K9 have repaired the projector and use it to beam Romana back from the hyperspace vessel — and the one surviving Ogri, which chases them. They find incriminating data at Miss Fay's cottage — cookery books in which a number of recipes containing citrus fruit juices have been crossed out; Amelia says that Miss Fay was allergic to citric acid. Romana and the Ogri return to the spacecraft to await the verdict. At the close of his trial, the Doctor is convicted and the Megara fire executing beams at him. He drags Vivien into the beams' focus. The energy is divided between them, so both survive. This forces the Megara to examine her to see if she is badly hurt. The Doctor suggests they must examine her mind to check for damage. They find she is indeed Cessair of Diplos. She is charged with her crimes when she wakes, and the last Ogri is confined in a cell aboard the ship to be returned to its own planet. Cessair is sentenced to confinement for fifteen hundred years and perpetual imprisonment, the sentences to run consecutively. Before she is turned into a stone on Boscombe Moor, the Doctor grabs her necklace — the Great Seal of Diplos, which is in fact the third segment of the Key to Time. As the Megara bring up the matter of the Doctor's delayed execution, they suddenly return to their ship as it is about to leave. The Doctor set the controls to go, prior to his leaving the ship. The Doctor, K9 and Romana return to the TARDIS, thanking Amelia for her assistance. He uses the tracer to turn the third segment of the Key to Time to its proper form. As he struggles with putting it together with the other two, he looks over to Romana, reminded of her boasting of being good with such puzzles. The Doctor and Romana I arrive on the planet Tara in search of the fourth segment of the Key to Time and, for once, the quest is simple. While the Doctor goes fishing, Romana identifies and transforms the fourth segment alone. It was disguised as part of a statue. Her luck does not last, though. She is attacked by a Taran wood beast and only saved by the nobleman Count Grendel of Gracht. Grendel confiscates the segment as an unregistered mineral and insists the injured Romana accompanies him to his castle. Once there, it becomes apparent that Grendel believes she is an android. The swordsmen Zadek and Farrah have meanwhile recruited the Doctor to the party of Prince Reynart. The society of the planet Tara is a mix of the feudal and the futuristic, with a rigid social monarchical hierarchy developed alongside a skill in advanced electronics and android making, an ability endowed on the lesser orders. Centuries earlier, a plague wiped out nine tenths of the population. The workers, abandoned by the nobles at that time, began building androids to deal with labour shortages. The planet is now troubled by a struggle for the crown. Reynart is the rightful prince, but he is facing a challenge to his rule and coronation from his cousin, Count Grendel of Gracht. The Doctor agrees to help repair an android copy of the Prince. It is to be used to help him reach his throne and crown by diverting the attention of Grendel's men, while the real Prince slips into the coronation chamber through a back way. This plot looks plausible, but Grendel strikes first, drugging the Prince's retinue and kidnapping Reynart himself. When the Doctor and the swordsmen recover, they decide to change the original plan and crown the android Reynart instead. The party move through the tunnels beneath the royal castle to get to the throne room so that the facsimile Reynart can be crowned. If Reynart is not there at the correct moment, then he will lose his right to the throne; Grendel may be chosen under the law to claim the crown instead. The real Reynart was wounded in his capture and has been imprisoned with Romana at Castle Gracht to prevent any legitimate succession. Romana learns that she is physically identical to another of Grendel's captives — the Princess Strella. By their elaborate ruse, the Doctor and his party succeed in getting the android Prince to the throne room, and the coronation begins. However, the android Prince is damaged, and it is clear the ruse will not hold for long. Strella enters the coronation room and pledges allegiance to the new King, but the Doctor suddenly rises up and with a shout of "No!" strikes at her head with the King's staff. The Doctor has not killed Strella, but an android duplicate, who was programmed to kill Reynart. The oath taking is delayed while other possible androids are found, and the "King" is watched over by Zadek and Farrah. When he returns to Castle Gracht, Grendel is furious, but when he finds out that the Doctor and Romana know each other, he has his android maker Lamia, who is in love with him, make an android Romana programmed to kill the Doctor, the man he sees as the one who deprived him of the throne. K9 is enlisted from the TARDIS to provide armed support and scanning intelligence that confirms that the Count has the Prince, the Princess, and Romana in his castle. Shortly afterward, Till, Grendel's manservant, arrives at the Reynart estate and offers the Doctor a chance to collect Romana from the Pavilion of the Summer Winds, a nearby gazebo. It is, as ever, a trap. While this is happening, the real Romana escapes from Castle Gracht and heads off to find the Doctor. She arrives at the Pavilion in the aftermath of Grendel's attack, which has left Lamia dead, and helps the Doctor flee; but the situation is soon reversed as Grendel succeeds in destroying the Reynart android and then recapturing the errant Romana. The evil Count now wishes Romana (as Strella) to marry the real King, who will then be killed, leaving Grendel free to take her hand himself and be declared the legitimate King of Tara. Worried by the length of time a siege would take, the Doctor resorts to other means to get his friends back from Castle Gracht. K9 is used to help them gain access to the castle by means of the moat and underground tunnels. The Doctor reaches the throne room just in time to stop the sham Reynart marriage to Romana. He then engages the Count in a deadly duel with electro-swords, defeating him and forcing the villain to jump into his own castle moat and swim for his survival. Romana has meanwhile freed Strella and the royal party is united, with Grendel disgraced and presumably on his way to exile. It is a time of reunions: Reynart with his love Strella; and the Doctor and Romana with the fourth segment of the Key and the TARDIS — once K9 has been retrieved from a rowing boat in the middle of the moat. In the far future on one of the moons of Delta Magna sits a vast methane and protein collection and manufacturing refinery. The staff of five — the bullying leader Thawn, his technical support Fenner, Harg, Dugeen and another crewman — are in charge of the operation. A green-skinned humanoid native called Mensch, one of the Delta Magnans, serves them. These servile people once lived on the planet but were moved to the moon when the Earth Empire identified Delta Magna as commercially valuable. Sadly for the green-skinned natives, known as Swampies, this is now also the case on the moon. Thawn grows concerned about the possibility of insurrection when he learns that the environmentalist group Sons of Earth has taken an interest in the Swampies, and the gun-runner Rohm-Dutt is rumoured to be journeying to the moon. Thawn and Fenner go outside the refinery to see if he has arrived, suspecting a mysterious spacecraft which has touched down nearby is Rohm Dutt's. The Doctor and Romana I have also arrived on the moon, searching for the penultimate segment of the Key to Time. Because of the swampy terrain, K9 is confined to the TARDIS — or "marooned", as Romana puts it. However, the Tracer they are using to locate the segment is giving some very strange readings that makes their quarry difficult to pinpoint. They are ambushed by Swampies. Romana is taken away with Rohm Dutt and a Swampie patrol. The Doctor is found by Fenner and Thawn and returned with them to the refinery. There he displays a bewildering familiarity with methane catalysation, with the refined protein shot into space for delivery to Delta Magna. The Doctor is also intrigued by the position of Mensch, whom the refinery workers do not even regard as a properly sentient being. The Doctor slips away to try to find Romana, but she has got herself into trouble. The Swampies have tied her to a rock and are about to sacrifice her to Kroll, a giant squid creature that lives under the swamps, which they worship as a god. Kroll appears from the waters. It is a vast squid -- or rather a Swampie named Skart dressed as one. The Doctor unmasks the fake monster and rescues Romana. Back at the refinery, Dugeen has detected a huge creature some two miles wide inside the swamp. The Doctor and Romana have found reference to the real Kroll in a Swampie testament. It says the enormous creature ate a previous Swampie High Priest and has made three appearances. A fourth is due soon. Rohm-Dutt has supplied the Swampies with weapons but, when they are used against Thawn, who is searching the swamps for the Doctor, they are defective and explode whenever fired, killing one of the Swampies. Seconds later, a huge tentacle erupts from the water and seizes Mensch, dragging him to his death. In the confusion, Rohm-Dutt calls out to Thawn; his cries go unnoticed. Everyone's eyes are drawn to the vast, squid-like creature that rises from the swamp, towering above the horizon. Kroll is very real, very large and very hungry. Ranquin tries to mollify it with prayer, and Kroll disappears beneath the swamp's surface. Despite Ranquin's belief that Kroll has spared his believers, the monster has simply failed to notice the Swampies, and it is soon drawn to the refinery. One of its tentacles enters a pipeline and soon smashes its way inside, dragging crewmember Harg to his death. The gun-runner is taken as a prisoner to the Swampie camp. The Doctor and Romana arrive and introduce themselves to the tribe and its leader, Ranquin. The elder decrees all three "dry-foots" will die by the seventh ritual of Kroll: a painful and cumbersome affair involving stretching the victims on creepers and wood that will eventually snap their backs. In fear, Rohm-Dutt admits Thawn paid him to sell the faulty weapons to the Swampies to discredit the environmentalist Sons of Earth movement. All three are secured, and their punishment begins as a violent storm starts. The Doctor rescues himself, Romana and Rohm-Dutt with "vocal vibrations" which shatter a window above, allowing the rain to pour on the vines. This relaxes them enough for the trio to escape, pursued by the Ranquin and his tribe. The three remaining refinery crew members decide to redirect the upcoming orbit shot against Kroll. They note the creature is on the move towards the Swampie settlement. When it reaches there, its first victim is Rohm-Dutt. The Doctor deduces that the creature hunts by vibration and uses this knowledge to keep Romana and himself safe from the tentacles. The enormous Kroll rises to the swamp's surface, dragging a Swampie to his death. Kroll destroys the Swampie settlement, killing many Swampies before submerging again. The Doctor and Romana sneak back into the refinery and are horrified; Thawn calculates the missile strike will destroy the creature and the Swampies. Dugeen is equally appalled. When he tries to stop the missiles being fired, Thawn kills him. The Doctor, however, disconnects the firing mechanism in the rocket silo. Thawn investigates and finds the two culprits, more certain than ever that they are Sons of Earth spies too. The tables are turned when the Swampies attack the breached refinery and kill Thawn. Ranquin, who has led the assault, believes the deaths of the "dry foots" will help appease Kroll, but the creature is now above the swamp again and hurling itself against the bulk of the refinery. While Ranquin fruitlessly prays to Kroll to stop the attack, the Doctor orders all the refinery's equipment activated to try to confuse Kroll. It has the desired effect, and the attack stops. Ranquin refuses to let his faith in Kroll be shaken, however. Finding one of Kroll's tentacles, he begs his god to destroy the "dry foots". Instead, Kroll grabs Ranquin and drags him away to his doom. The remaining Swampies realise the creature is beyond appeasement. It is not, however, beyond science. The Doctor has worked out that Kroll has been magnified to giant proportions by a segment of the Key to Time, disguised as a Swampie relic which the squid creature swallowed with an earlier High Priest. He uses the Tracer to eliminate the giant Kroll and retrieve the fifth segment of the Key. The Doctor finally saves the refinery from destruction by aborting the automatically scheduled orbit shot, which would have caused an explosion. He tells Fenner, the only survivor of the refinery crew, to use his time wisely until a rescue mission arrives from Delta Magna and to try to understand the Swampie culture. The Doctor and Romana head back to the TARDIS with another segment of the Key in their possession. The sixth and final segment of the Key to Time is on the planet Atrios. Twin planets Atrios and Zeos are locked in a long-running war. The young Princess Astra, nominal leader of Atrios, is appalled at the devastation, but the Marshal, in charge of the war, actually possesses the power. The Marshal secretly confesses to his aide-de-camp Shapp that they are losing. He is desperate for the edge that will bring victory. On instruction from an unseen entity, he leads Astra on a fool's errand into a trap, where she is abducted and transmatted away. The Doctor and Romana I land on Atrios, and the Doctor's TARDIS is soon buried in rubble from a Zeon aerial bombardment. The Marshal finds them and believes them to be spies, along with Astra's lover, Merak. The Doctor tricks the Marshal to calling for K9, who knocks out the lights to let them escape. Going to the place they landed, they find the TARDIS gone. Merak has followed them, and they find Astra gone. K9, meanwhile, is lured away to be recycled. The Marshal is contacted by an unseen force, who tells him to treat the Doctor and Romana as guests. The Marshal implores the Doctor to assist Atrios. The Doctor proposes a shield that will stop the Zeons from attacking, but the Marshal insists he create a weapon for total victory. Romana notices that the Marshal is acting under an outside influence when he accidentally shows a small device on his neck after flipping out when the Doctor runs to save K9 from the furnace. Afterwards, the Doctor asks the Marshal to send him to Zeos. The Marshal refuses. The Doctor reveals to Romana that something is probably blocking Zeos. Astra appears on a television and states that the Zeons will destroy Atrios if the Marshal does not surrender. The Doctor is trapped by two people in masks in a transmat. The unseen entity tells Marshal that the war will stop, while the entity traps him in his domain. It calls itself the Shadow, who reveals that he has the TARDIS. The Shadow asks the Doctor to open his TARDIS and bring out the other five segements and then leaves. The Doctor decides to search for the sixth segment. Merak, meanwhile, has transmatted to the Zeos. Astra is on the ship in chains, being asked by the Shadow where the sixth segment is. Romana and K9 transmat to Zeos, following Merak. Shapp finds himself with the Doctor after being transmatted. K9 finds the commandant of the Zeon forces, which is actually a supercomputer named Mentalis. The Marshal, meanwhile, has decided to attack Zeos. They find that Mentalis has been instructed to conceal any information on Astra. The Marshal, in his spaceship, prepares to launch the missiles to destroy Zeos. They learn that if it is destroyed, it will destroy Zeos and Atrios — a concept known as the Armageddon Factor. The computer can't counterattack because it's been told that the war is over. They discover the Marshal, in a last-ditch effort, is piloting the last Atrian warship to destroy the Zeon capital with a nuclear missile. The attack will set the mutual destruction in motion. Astra is hypnotised by the Shadow, and a projection of her lures Merak, and he begins falling. The Doctor is, meanwhile, trying to reinstruct Mentalis but accidentally triggers the computer into waiting for an attack to blow itself up immediately. The computer becomes mindless by destroying its own control centre. Desperate to stop the Marshal's attack, the Doctor uses the five segments of the Key to Time, plus an artificial sixth segment made from chronodyne, to generate a temporary time loop around the Marshal's ship. Meanwhile, K9 is hypnotised by a small device which takes the guise of a distress call. K9 is then transported away, where he is reprogrammed. The TARDIS heads to the third planet. On the third planet, the Shadow laughs that the Key to Time is his. The Doctor, Astra and Romana are on the third planet, and each one is separated from the others. The Doctor finds another renegade Time Lord, Drax, in the corridors of the third planet. Drax was employed with threat of death, and he was forced to build Mentalis. The Doctor persuades Drax to assist him, and they remove the control device from K9. Drax repairs his dimensional circuit. They uncover the ultimate truth: a third party, known as the Shadow, is manipulating the entire war from his enormous vessel midway between the two planets. An agent of the Black Guardian, the Shadow has been watching the final segment of the Key (Princess Astra herself), setting the war in motion and simply waiting while the Doctor risked life and limb to find the first five segments. The Shadow forces the Doctor to get the Key. Arriving at the TARDIS, the Doctor tries to distract the Mute escorting him by saying the Shadow will kill him and his fellows. Drax then enters with the dimensional circuit and shrinks the Doctor down. Drax also shrinks himself, and they decide to have one of them provide a distraction. Romana, meanwhile, realises that Princess Astra is the sixth segment to the Key to Time. Merak transports himself to the third planet. Drax and the Doctor return to normal size and take the Key to Time from the Shadow. Merak stays behind to look for Astra, who has turned into the sixth segment. When the artificial time loop expires, the Doctor and Drax disarm Mentalis. When the Marshal fires, the war rockets are deflected by a force field, destroying the Shadow and his ship instead. Hearing his minion's dying words, the Black Guardian disguises himself as the White Guardian, telling the dying Shadow that he will trick the Doctor into giving him the Key to Time himself. Astra converts herself into the final segment, completing the Key to Time, and giving the Doctor, for the moment, absolute power over the entire universe. The White Guardian appears on the TARDIS monitor. He demands that the Doctor hand the Key over to him. When he rather callously dismisses Astra's sacrifice, the Doctor realises this is actually the Black Guardian in disguise. The Doctor orders the Key segments to disperse across the universe, which also allows Astra to reunite with Merak. The Black Guardian is furious and threatens to destroy the Doctor. However, the Doctor has installed a randomiser on the TARDIS console, ensuring that neither he nor the Black Guardian knows where he'll end up next. The Doctor has installed a "randomiser" on the TARDIS to elude the Black Guardian. While he is repairing K9, the Doctor marvels at K9's impressive and complex electronic "brain". He notices that K9 is, unusually for a robot, coughing. He establishes that K9 has a form of laryngitis (which is, as the Doctor points out, pointless, as a robot would have no use for such an affliction). He calls for Romana, and is surprised when Princess Astra from the preceding adventure emerges (in full regal regalia). However this is not Astra at all: it is Romana, and she has regenerated into a form which she has modelled on the princess. The Doctor is not impressed and tries to dissuade her from "going around wearing copies of bodies". He urges Romana to try another body. She agrees and walks out of sight to do just that. When she returns she is a dwarfish, purple-faced female, who retains Romana's voice. Unhappy with the height, she is told by the Doctor to "lengthen it", and she leaves to try again. When she returns, she resembles a drag queen; the Doctor (possibly slightly disturbed by this) gives a polite, "No thank you, not today." Romana then tries an extremely tall, willowy and serious-looking female form, which the Doctor dismisses as being too tall. He advises her to wear something more sensible and stylish, and she returns in an outfit resembling his own. He is delighted, until he realises that she again resembles Astra, only in different clothing. He gives up, realising that her mind is made up, and agrees to let her resemble Astra. The TARDIS then lands. The TARDIS has landed on a very rocky planet which has breathable air and hospitable conditions, but has dangerously high levels of radioactivity. The Doctor gives Romana tablets to combat the radiation and a beeper-like device to inform her when she must take her pills. They exit the TARDIS and establish that this rocky planet has seismic disturbances. They witness what appear to be ragged-looking natives burying one of their dead. On closer inspection, they find that this deceased fellow is not what they thought: he is from the planet Kantra, a tropical paradise. How he came to be on this rocky planet is a mystery. They see a spaceship land, and find that it has half-buried itself into the ground in a valley. Just as the Doctor and Romana are about to investigate, underground explosions force them towards the ruins. While they explore, a column falls upon the Doctor. It is too heavy for Romana to lift alone. She agrees to reassemble the literally "brainless" K9 and get him to assist in removing the debris. She sets off, but finds the TARDIS half-buried in rubble. Unbeknownst to her, she is being followed. Realising that she cannot reach K9, Romana turns back. Meanwhile, the Doctor is quite happily reading a book (Origins of the Universe by Oolon Colluphid), and remarks that he needs to remind Romana to take her anti-radiation pills. A troupe of silver-haired humanoids appear and point their weapons at him. He attempts to charm them, but it does not seem to work. Meanwhile, Romana returns to the ruin. The Doctor has vanished. As she turns to leave, she finds the man who has been following her blocking her path. She backs away, only to fall down a rubble chute, losing consciousness. The man prepares to climb down and help her. The Doctor (unharmed) is with the Movellans, as these silver-haired humanoids are called. He thanks them for helping him, and remarks at their strength. He asks their commander, Sharrel, what planet they are on, and is told that it is known as D-5-Gamma-Z-Alpha. The Doctor enquires to its name, and is astonished to hear that the answer is Skaro. Before the old man has climbed down after her, Romana recovers consciousness and hears a drilling noise coming from one of the walls. The wall seems to be moving. She backs away from the wall. Suddenly a pair of Daleks burst through it: "Do not move. Do not move. Do not move. Do not move. Do not move. Do not move. You are our prisoner -- do not move. You are our prisoner!" The Daleks threaten to exterminate Romana if she does not comply with their instructions explicitly, and then command Romana to come with them. The man, meanwhile, has seen the whole thing. The Movellans tell the Doctor that they are on Skaro to wage war against the Daleks. Meanwhile, Romana is being interrogated by the Daleks. After determining that she is no threat to them, the Daleks command Romana to work at one of their drilling sites. The Doctor and the Movellans meet with the man who has been following Romana and him. He identifies himself as Starship Engineer Tyssan, captured by the Daleks two years ago. He collapses after revealing that the Daleks have used him as slave labour for drilling as part of a search operation. He soon comes around, and says he does not know what the Daleks are looking for. He tells the Doctor about what has happened to Romana, and they set out to rescue her. In the meantime Romana meets with other workers, with whom she discusses the Daleks' hatred for humanoids. She learns that she is getting weaker as a result of radiation sickness, and is told that the only way out of captivity is to die. Within minutes, she collapses and seems to die. Her fellow workers remove her body. The Doctor, Tyssan and the Movellans Sharrel, Lan, and Agella are shocked to find Romana's grave. As the Doctor frantically tries to dig her out, Romana appears and explains that she feigned death in order to escape. At school she had been taught how to stop her hearts. They head to the Dalek headquarters. Lan is left on guard outside of the Control Centre, and is shot down by a Dalek who is out searching for them. The Doctor establishes that the Daleks are searching for something on a level that they have yet to access. He remembers an alternative route to this area, so he, Romana, and Agella make their way to this floor while Sharrel returns to his ship. They discover Davros, the creator of the Daleks, who had seemingly been exterminated when the Doctor last saw him. (TV: Genesis of the Daleks). Something gives way up above, and part of the ceiling collapses on Agella. While the party is distracted by this, Davros starts to stir: his fingers move, his central artificial eye lights up -- and Davros awakens. "The resurrection has come, as I always knew it would", says the awakened Davros. The Doctor finds Davros and takes him into a blocked-off room in the old Dalek city. He lets Romana and Tyssan escape out the window, and they return to the Movellan ship. The two geniuses talk about the Daleks' "accomplishments"; whilst the Doctor comments on the countless lives the Daleks have ruined, Davros replies that this is only the beginning -- the Daleks have only just begun their conquest of the cosmos. The Daleks find them and proceed to exterminate their prisoners until the Doctor complies. The Doctor threatens to kill Davros with a makeshift explosive he has just concocted. He orders the Daleks to free all their prisoners, and to let him escape. The Daleks say that these conditions are unacceptable and illogical - and therefore, to a Dalek, impossible. The exterminations will continue. Davros makes them see that the Doctor's logic is "impaired by irrational sentiment". The Daleks now comply. The Doctor attaches the explosive to Davros' chair, and tells him that it will detonate when he uses his sonic screwdriver. He escapes. Davros frantically orders the Daleks to remove the explosive, which they do. The Doctor detonates the explosive remotely, and the explosion seems to take a Dalek with it. Davros vows to make the Daleks invincible, and the supreme power of the Universe. Unbeknownst to them, Agella is not dead. She returns and reports all she has just heard to her fellow Movellans. Romana reaches the Movellan spaceship, but learns that the Movellans are not as altruistic as they appear. Agella uses her weapon on her and knocks her out. The Movellans test out their nova device, a weapon which changes air molecules so a planet's atmosphere becomes flammable and can be set alight -- killing all lifeforms. The Doctor meets up with Tyssan and they find a Movellan scout. The Doctor deactivates her by removing the power pack/controlling circuit on her belt and reveals that the Movellans are, in fact, robots. He finds that the unconscious Romana has been attached to the nova device, sealed inside an airtight container. He sends Tyssan away and tries to open the container, as the timer is ticking down. As the timer approaches zero, the Doctor is knocked out by one of the Movellans' weapons. However, the nova device was revealed to be a "dud" -- a decoy used to lure the Doctor. The Doctor learns that the Daleks and Movellans have been in a stalemate for over two centuries, and that both sides' battle computers have been calculating the best strategy and precise moment at which to attack -- so far not a single shot has been fired. The Daleks want Davros to help them gain an advantage. The Movellans want the Doctor to do the same for them, which the Doctor refuses to do. Davros, on the other hand, is eager to give the Daleks the upper hand; he orders them to make a suicide bombing attack on the Movellan craft on realising that the Doctor might do the same thing for the Movellans. The Doctor leads an attack by the slaves on the Movellans, which ends with them all being deactivated. While the prisoners take control of the Movellan ship, the Doctor makes his way to the city to confront Davros. He tells Davros that the Movellans have been disabled; unfortunately Davros does not believe him and intends to destroy the Movellan ship anyway. As the Daleks approach the ship, the Doctor goes to detonate the bombs prematurely, only to discover too late that Davros didn't send all the Daleks on the suicide run when one ambushes him and holds him at gunpoint. The slaves are no match for the Daleks, who begin exterminating them. Seeing this, the Doctor throws his hat on the Dalek's eye-stalk, blinding it. As the Dalek fires around blindly (nearly killing Davros in the process), the Doctor attaches an explosive to it and blows it up, then activates the bomb detonator and destroys the attacking Dalek squad. He takes Davros into the custody of the former slave workers. Davros shall be placed in Cryogenic suspension and taken to Earth to stand trial for his crimes. The Doctor and Romana surreptitiously leave the Movellan ship before take-off and return to the TARDIS where, after having cleared the fallen rocks away, they remark on the fact that whoever makes mistakes often wins (as the Doctor knows only too well). They enter the TARDIS and dematerialise, only to rematerialise a few seconds later after the Doctor presses the wrong switch. After Romana points out this mistake, the TARDIS dematerialises again — successfully this time. The Jagaroth are trying to take off in their spaceship. However the pilot, Scaroth, tries to take off too soon. The ship explodes, seemingly killing everyone on board. The Fourth Doctor and Romana II are at the top of the Eiffel Tower, admiring the view. The Doctor decides to take his companion to lunch at a particularly fine local restaurant and they take the elevator (after briefly contemplating flying). They take the Paris Metro and cross several streets to get to a place which the Doctor claims does a wonderful bouillabaisse. At a château with a gargoyle's face on one of its doors, Professor Kerensky complains of lack of funds for the experiments he is conducting for his employer, Count Carlos Scarlioni. The Count gives him three million francs but the Professor insists he will certainly need more to keep the experiments going. At the restaurant, the Doctor and Romana experience a time distortion while an artist is sketching Romana. They examine the sketch and see that instead of Romana's face, there is a clock face with a crack in it, almost like a crack in time. The Doctor thinks this gravely important. Romana suggests they sit outside, just in case. Back at the château, Scarlioni is impressed by the Professor's demonstration, though it was heavily flawed. The Count wants progress now and seems obsessed with time. He wants the next test today, but Kerensky doesn't understand the urgency. The Count calls it a matter of time. The Doctor tells Romana the time distortions must be a result of them moving through time fields so often. He shows her the picture, causing her to sniff that Gallifreyan computers draw a far better likeness. The Doctor cannot believe this attitude: he will show her the meaning of art and take her to the Louvre, one of the galaxy's greatest galleries. He must show her a painting unique in the universe: the Mona Lisa. Romana is not very impressed, but calls it "quite good". The Doctor loudly declares it one of the finest pieces of art in the universe. A woman taking her students through the gallery asks the Doctor if he can move along. Romana, having moved off for a few moments, returns and asks what she said. Before the Doctor can answer, there is another time slip back to the teacher approaching the Doctor. The Doctor stumbles into her, passes by others and then collapses onto a bench where a lady was reading. A man in a trench coat gets the crowd out of the way and gets the Doctor on to the bench. When the man, Duggan, asks if he is all right, the Doctor tells him he just dented his head on his gun. Romana gets him up and takes him out. The lady on the bench nods to a man in a hat to follow. Duggan has already left to follow the Doctor and Romana. Duggan follows Romana and the Doctor through Paris. When they arrive at another cafe, Romana tells the Doctor they have been followed. The Doctor knows: "By that idiot with the gun". He tells Romana to look in her pocket. She takes out a bracelet the Doctor removed from the woman in the Louvre. It is a micromeson scanner which someone is using to monitor the alarms in the Louvre around the Mona Lisa. Romana thinks the bracelet is too advanced a piece of technology for a level 5 civilisation. He tells her the bracelet is not the product of an Earth civilisation. She asks if an alien is trying to steal the painting. Duggan turns up, pointing a gun into the Doctor's back. The Doctor, Duggan and Romana are confronted by men sent by Countess Scarlioni to retrieve the stolen bracelet. They escape. Duggan believes the thugs were the Doctor's. The Doctor asks if Duggan is English. They ask Duggan who Scarlioni is. Duggan says everyone on Earth's heard of Count Scarlioni. When the Doctor informs him they have only just arrived on Earth, Duggan accepts this but doesn't really think the Doctor is serious. He gives up and is about to leave until the Doctor mentions someone might want to steal the Mona Lisa. The Count instructs his wife to tell Hermann to bring the three to the château. At the café, Duggan has told Romana and the Doctor that masterpieces thought lost for centuries are turning up all over the place. He thinks they are extremely convincing fakes but they stand up to every scientific test. Two new thugs point guns at the trio and order them to follow. Back at the château, the Countess asks Hermann where her husband is. He does not know, but says the Professor is resting in his room. The Countess goes to the downstairs door but it is locked; she calls his name. Her husband stands before a mirror and removes his human face, revealing his true form: a one-eyed, green Jagaroth. Two thugs shove the Doctor, Romana and Duggan into the château. Hermann takes them to the lounge and shoves the Doctor in at gunpoint. The Doctor falls but gets up, delighted by "such a wonderful butler: he's so violent." On his knees, he introduces Romana, Duggan and himself to the Countess. The Doctor crawls to a Louis Quinze chair. Dismissing Hermann, he invites himself to a drink and seats Romana and Duggan, preparing drinks for them too. He tells her he is a thief, Romana his assistant and Duggan the detective who caught him. When the Countess tells him she was under the impression that Duggan was following her, the Doctor says she is "a beautiful woman, probably" and that Duggan was likely after a dinner date. She asks who sent him. The Countess lets him know that the more he tries to convince her he is a fool, the more she will think otherwise. Romana picks up a Chinese puzzle box. The Countess insists she put it down, as she will never solve it; Romana opens it in seconds and takes out the bracelet. The Count enters and takes the bracelet. He seems curiously happy to meet these strangers, although he insists upon knowing why the Doctor took his wife's bracelet. The Count ends the interview, making the Doctor jump up and talk of lunch with Duggan and Romana. When Duggan picks up a chair in defence, the Doctor asks what is it he thinks he is doing with a priceless Louis Quinze. Because Hermann can shoot Duggan, Doctor pretends to care more about the chair not being damaged. The Count orders Hermann to show them the cellar they will be locked in. As he enthusiastically leads the way into the cellar, the Doctor questions Hermann. He learns that the château was built four or five hundred years before. The Doctor catches a glimpse of the equipment before Hermann locks them in a cellar closet and gives them a light which will last two or three hours. Duggan asks the Doctor what he is playing at - they could have escaped at least twice. The Doctor tells him his plan: let them think they have them safe and escape after finding out what they came for. He takes out the sonic screwdriver to open the door to the cell. Romana calculates the horizontal length of the stairs and figures there must be an unseen area of the room. The Doctor, impressed by Romana's mathematical skill, wants to look at the lab first. The Doctor and Romana examine the equipment. The Doctor explains what is happening to Duggan. Kerensky comes down the stairs and Romana and Duggan hide. The Doctor acts as though he has only just arrived and claims to be fascinated by the Professor's research. Kerensky puts an egg in the middle of his desk and activates the machinery. They watch the egg hatch and the chick inside grow to full size. The Doctor informs the Professor that he has got it all wrong. Kerensky tells the Doctor that he is the world's foremost authority on temporal physics; the Doctor replies that the world is too small a place to boast about. When Kerensky says he can solve the world's famines, the Doctor observes that the chicken has become a skeleton and died. Kerensky has got the principle wrong — he has created a different space-time continuum, but it is incompatible with their own: he can stretch time backward and forward, but cannot break into it. The Doctor reverses the polarity of the machinery and the chicken reforms and becomes an egg again. Kerensky is very impressed, but admits that does not answer many questions. The Doctor says that he should ask questions: that is a scientist's job. At this moment, the Doctor sees Scaroth's face in the time field and Duggan knocks out the Professor. Romana has found another room behind the wall. The Count has created a mock-up of part of the Louvre to demonstrate his plan. He uses a sonic knife to cut through the glass with ease, then uses his device to disrupt the air around the laser beams so he can get at the picture. The Count gives the Countess' bracelet back to her, saying she must wear it always. When she asks how he did it, he smiles enigmatically and says he came from a family of geniuses. The Doctor chisels on the brick. He tells Romana that the Professor thinks he's breeding chickens but Scarlioni is using the equipment to distort time. Duggan tells them there are seven people in his address book that would be willing to pay for the Mona Lisa for their private collection. To get through the last bricks, the Doctor needs some machinery. Duggan obliges by knocking into the wall. Inside, the trio finds a cupboard with a Mona Lisa inside - one that the Doctor claims is the real one. He finds five other "real" Mona Lisas. The Doctor recognises the pigment and the brushwork of Leonardo da Vinci. Duggan explains that if there was a Mona Lisa hanging in the Louvre, no one would buy the others: they would each have to think they were buying the stolen one. The Doctor, impressed, says he would not make a very good criminal. The Count appears behind them and tells him, "No, good criminals don't get caught." Duggan knocks out Scarlioni, allowing them to go upstairs and sneak back into the house after knocking out the Countess, who was attempting to ambush them by herself. He asks Romana to look after Duggan as he leaves to meet a middle-aged Italian in the Renaissance. He arrives at the Denise Rene Art Gallery, where the TARDIS is parked. He goes inside and says hello to K9, and asks how he is. The TARDIS dematerialises. It materialises in Florence, Italy in the year 1505. The Doctor takes a moment to enjoy the Renaissance sunshine. He calls for Leonardo after whistling with some birds. He tells Leo that everyone loved The Last Supper and most of his other paintings; he asks if Leonardo remembers the Mona Lisa, "that dreadful woman with no eyebrows who wouldn't sit still." The idea for the helicopter took a longer time to catch on, however. A soldier points a long sabre at his face. Leonardo is engaged on important work for Captain Tancredi. The Doctor gasps, as if he knows the name. The guard asks the Doctor if he knows the name, which he of course does not. The guard makes the Doctor sit. Tancredi will want to question him; the Doctor wants to question Tancredi. Tancredi walks in. The Doctor asks the Captain what he is doing here. Tancredi's face is that of Scarlioni. He replies, "I think that is exactly the question that I ought to be asking you, Doctor." Romana and Duggan, having broken into the Louvre, find a guard on the floor and the alarms outside disabled. Duggan accidentally triggers the alarm and he and Romana are forced to flee. They break out of a window, split up and agree to meet back at the cafe. Meanwhile, the professor has found the secret room, the other copies of the painting and the unconscious Count. As the Count stirs, he talks in his slumber - the same conversation he is having with the Doctor more than four centuries earlier. Back in Renaissance Italy, Tancredi wants to know how the Doctor came to be in this time and country. The Doctor rambles off an excuse, claiming he randomly "pops" out of time and space willy-nilly, but Tancredi's not fooled by this. Tancredi explains he is the last of the Jagaroth, and their saviour. The Doctor has heard of the Jagaroth: they destroyed themselves in a war some four hundred million years ago. A few escaped in a dilapidated spacecraft and found Earth in a primeval, lifeless stage of its development. The ship disintegrated on take-off. Scaroth tells of how he was fractured in time, splinters of his being scattered across time and space, all identical, none complete. Scaroth asks what the mysterious blue box is. The Doctor acts as though he has never seen it before. He finds the (original) Mona Lisa and realises the Count's plan to produce more. While Scaroth collects the instruments of torture, the guard is instructed to confiscate the Doctor's tongue if the Doctor talks. The Doctor tries to humour the guard, telling him Tancredi is mad, to no avail; the guard says that when you work for the Borgias, you believe anything. The Doctor distracts and then knocks out his guard. He goes to the canvasses for the extra Mona Lisas, writes "THIS IS A FAKE" in felt tip pen and puts them face down. He also writes a quick note to Leonardo, "Dear Leo, sorry to have missed you. Hope you're well. Sorry about the mess on the panels, just paint over them, there's a good chap. See you earlier, love the Doctor." As he is about to leave, Tancredi returns with the thumbscrews. Romana painstakingly uses her sonic screwdriver to get into the closed cafe that night. Duggan smashes a window and climbs in. As they discuss the Count's plan, Duggan has an epiphany. How did the Count know where the bricked-up Mona Lisas were and how did he know where to get them? Even Romana is stumped. The Count shows Kerensky the end product of his labours: what he will make. The professor cannot believe his eyes: the plan will increase the very part of the project that Kerensky was trying to eliminate. It can work both ways. Kerensky thinks it is monstrous, what he is trying to do. He will never, ever do such a thing. Anyway, even the Count cannot afford such equipment. Hermann comes with the Mona Lisa from the Louvre. The Count tells the professor to continue with the work or he will die. The thumbscrews are on the Doctor's hand and the Doctor winces - the guard's hands are cold. He cannot stand being tortured by someone with cold hands, so he reveals that he is a Time Lord. Tancredi asks about the girl and the Doctor stalls for time. As the guard moves to the thumbscrews, the Doctor asks a question - how he communicates with his other selves across time. Back in 1979, the Countess gleefully talks to her husband about their recent heist. When she proudly thinks of the money they will get after their monumental theft of the Mona Lisa, the Count brags about the building of the Pyramids, mapping the heavens, inventing the wheel and fire and bringing up a whole race from nothing to save his own: he just wants a single life and to spare the lives of his people. He hears a voice and asks his bemused spouse to leave him. Once she has gone, he communicates briefly with his 1505 self but it proves immensely draining for both. Taking advantage of the distraction, the Doctor dashes into the TARDIS. The guard attempts to tell the Captain but he is dismissed by Tancredi. All the splinters of Scaroth appear and converse; there seem to be twelve of him, including versions living in ancient Egypt, Neanderthal days and classical Rome. The Doctor watches him on the TARDIS scanner as he proclaims that the centuries dividing him will be undone. The TARDIS dematerialises. It is now that Scarlioni realises the truth about the Doctor and his girl. The Doctor returns to the same museum in Paris, 1979. In the cafe, Romana leaves a note for the Doctor: she feels their time would be better spent finding the real Mona Lisa. She wonders if Scarlioni has found a way to travel through time. There is but one flaw in this theory: Kerensky's machine cannot function. As she tells a bewildered Duggan, you can have two adjacent time continuums running at different rates by all means, but without a field interface stabilizer you can't cross from one to the other. Romana suggests they return to the château. Outside the Louvre, two gendarmes tell the Doctor the news: the Mona Lisa has been stolen. He goes inside and confirms this. The Doctor runs into the cafe and asks the bartender about the two people he was in with yesterday, reminding him that they were the people who kept being held up, attacked, breaking things. As the man turns to fetch a note, the Doctor confidently states they wouldn't be mad enough to go back to the château. The bartender gives the Doctor Romana's note, which says that they have gone back to the château. Romana and Duggan, already caught, are led into in the lounge by Hermann to converse with the Count. The Count tells Romana the Doctor let it slip that she is an expert in temporal travel. The Count wants her to take a look at the equipment herself. If she refuses, he will destroy Paris. Looking at the equipment, Romana tells Duggan that the Count can indeed destroy Paris by blasting the capital into an unstabilised time field. Duggan asks her if she believes in all this time travel nonsense. She asks him if he believes wood comes from trees - time travel is just something she was brought up with. Kerensky wants to know why all the talk of destruction - his work was surely not designed for malevolent reasons! The Count asks Kerensky to go into the middle of the field cones; the field generator needs examination. Once the professor is there, the Count turns on the machine. Romana and Duggan can only watch, helpless, as the Professor falls, and withers and ages, until nothing but a skeleton is left. The Count says the unstable time field has destroyed the professor. The whole of Paris is next unless Romana tells him how to stabilise the time field. Although Romana pretends not to care about the welfare of humans or Paris, Scarlioni sees through this and orders Hermann to kill Duggan. When she agrees to help him, Scaroth reveals his plans to her and orders that Duggan be locked up. Romana shall build a field interphase stabilizer. An armed man, catches the Doctor in the château. The Doctor asks a maid to get the Count for him. The Doctor finds the Countess waiting for him. Hermann tells the Count the Doctor has arrived, but he has already guessed this. As the Doctor enters a debate with the Countess about charm, discretion and blindness (specifically, the Countess's willful blindness), he casually mentions that a green, one-eyed chap is ransacking the treasures of the art world to save his species, the Jagoroth. At this moment Hermann arrives and takes the Time Lord to meet his master, leaving the Countess to ponder on the thought. She removes a hidden book cabinet and takes out an ancient Egyptian scroll only to find a one-eyed, green "god" exactly as the Doctor described! In the lab, the Doctor asks Romana what she is building. It must be a Gallifreyan egg timer or some such - after all, he would be angry to find his assistant making a time machine. Duggan asks politely if they could get him out of his cell. The Count demands the Doctor help him. Of course the Time Lord refuses - after all, he is a trained professional. Romana insists all is fine - Scarlioni only wants to go back in time to reunite himself. He goes to say his final goodbyes to his wife, asking his butler to kill the trio any way he likes. Entering the study, the Count finds his wife aiming a gun at him and demanding what on Earth she married. He smiles, informing her how easy it was to keep surprises from her - a fur coat here, a trinket there. It is now that Scaroth reveals his true visage and thanks his wife for always wearing that bracelet he gave her. He activates it and it quickly kills her. He takes the opportunity to tell her it doesn't matter - soon, she will never have existed. The Doctor blames Romana for giving Scaroth the missing component but Romana reveals her rigging. The Doctor tells her all he needs is one minute. If the Count is not splintered in time, all history will be changed. The two get an idea. They ask Duggan to knock over the door. The trio run outs and face a gun-wielding Jagaroth, Scaroth in his real face. The Count is aware of the limitations Romana has put in the device. But he will go back and prevent the ship from exploding and himself from being splintered. As he vanishes in the time field, a blast destroys the time machine, rigged by the Count so the Doctor will not be able to read the settings on the dials. Duggan thinks it's all over and wants a drink. The Doctor tells them they are going on a journey. Romana tells him four hundred million years ago. Duggan, thinking the pair mad, follows them out of the building. In the museum where the TARDIS is, a man and woman discuss the function of the sublime colours of the redundant TARDIS. Romana and Duggan follow the Doctor past them, the Doctor tossing his scarf over his shoulder to almost hit the man and Romana. The trio go inside the TARDIS and it vanishes. The Doctor is following the time trace made by the Jagaroth to four hundred million years ago. The Doctor, getting out of the TARDIS on barren rock, tells Duggan that they are standing on what will be the bottom of the middle of the Atlantic Ocean. Romana tells the Doctor that Duggan is out of his depth. The Doctor finds the Jagaroth ship and the amniotic fluid from which all life on Earth will spring in the inert soup of low slurry. Amino acids form and fuse to make cells which develop into animal and vegetable life. Romana points out the Jagaroth's ship's thrust motors are damaged and the idiots will try to take off on warp drive. The explosion which caused Scarlioni to splinter into time also caused the birth of the entire human race. Scaroth is there and calls to his brothers to stop trying to take off. The Doctor tells him he has thrown the dice once and he doesn't get a second chance. Duggan punches Scaroth out. Scaroth's time is up and he vanishes. Duggan points out that the ship is about to take off. The trio rush back into the TARDIS and it vanishes. The Jagaroth ship takes off and explodes, as it should. A mass of flame and radiation ignites the slurry soup. Scaroth reappears at the château within the time field. Hermann sees it and before the monster can convince him that it is the Count, Hermann picks up and throws something at the equipment. The time field machine blows up. A fire erupts, the stairs fall and the Count is blasted out of existence. On the Eiffel Tower, Romana, the Doctor and Duggan talk about the fire. The only Mona Lisa not damaged in the fire is one of the copies, which probably has "THIS IS A FAKE" in felt tip written on its pallet. The Doctor proposes since a copy of a painting by the original artist is not a fake, then the surviving copy should be considered the real work of art. Furthermore, he tells Duggan if the authorities wanted to examine the painting so closely to determine its value, it would serve them right to be disappointed to find the writing. After all, if you have to X ray something to see if it is good art, they might as well have computer painting like they have at home. Duggan asks where they are from. The Doctor uses his hands to say, "I suppose the best way to find out where you've come from is to find out where you're going and work backwards." Duggan asks where he is going. "I don't know," he playfully says. Romana tells him she doesn't know either. The pair walks off toward the lift and the Doctor is laughing. Duggan buys a postcard of the Mona Lisa. He looks down at the small figures of Romana and the Doctor below the Eiffel Tower. The pair stop and wave, before hurrying off into the distance. An MK3 Emergency transceiver on the TARDIS identifies a distress signal and brings the craft to the lush jungle world of Chloris, where metal in all forms is a rare and prized commodity. The Doctor, Romana and K9 venture out to discover the remains of an enormous egg in the jungle. The Doctor is immediately beset by Wolfweeds under the control of the Huntsman. He releases the Doctor and orders his death. Karela countermands him and has the Doctor and Romana taken prisoner. As they travel through the jungle, bandits attack them. Romana is taken prisoner. The Doctor is taken to the palace of the Lady Adrasta, who rules the planet by controlling all the metal. The Doctor examines the throne room and takes particular interest in a plate upon the wall. Romana uses a dog whistle to summon K9. With his help, she escapes the bandits. The Doctor is taken to a pit to witness the execution of one of Adrasta's men, an engineer who failed to make some of the observations The Doctor made. He is thrown to a creature that lives within the vast caverns below. Romana arrives and tries to help the Doctor escape as K9 attacks the guards. However, the Wolfweeds quickly surround and disable K9. The Doctor then jumps into the pit. Romana notices that the Doctor is still alive, clinging to the side of the pit. He signals to keep silent as to his survival. Adrasta decides that Romana may be of use, as will the metal K9. The Doctor loses his grip and falls into the pit. Meanwhile, Lady Adrasta tries to get information out of Romana. Her guards slowly hammer away at K9. Eventually Romana tells her that only K9 knows what Adrasta wants. In the woods, the bandits decide to attack the palace, believing that the guards will be searching for them. Within the Pit, the Doctor encounters Organon, an astrologer thrown there by Adrasta. They escape from the creature's tentacle and then burn it to deter it from attacking again. They begin exploring the caverns. K9 tells Adrasta about the TARDIS. With such a machine, Adrasta no longer needs the creature. She decides that K9 will kill it for her. They venture through a passage into the caverns of the pit. The Doctor, Organon and a number of Adrasta's guards come across the creature. The guards attack it, to no effect, and the creature squashes the Doctor. The guards and Organon retreat. The creature forms a barrier to prevent their return. Within the cavern, the Doctor awakes, seemingly unharmed. Outside the palace, the bandits make their attack and quickly gain access to the throne room. In the pit, Adrasta decides that K9 will destroy the barrier. The Doctor tries to befriend the creature but it has no way to communicate with him. The creature draws a picture of the plate that the Doctor noticed in Adrasta's throne room. At that moment, the bandits are stealing the plate. They are interrupted by the guards and retreat into the cavern. The plate activates and Torvin and Edu fall under its hypnotic effect. K9 is unable to break down the barrier. It gets stronger with each blow. From the other side, the Doctor bursts through. Adrasta questions how the Doctor did this. He replies that he "asked very nicely". Adrasta admits she knows more about the creature than she admitted. It is a Tythonian. The Doctor uses a mirror to reflect K9's attacks, killing Adrasta's guards and scaring off Karela. The Doctor holds Adrasta despite her pleas. She orders Romana to have K9 kill the creature. The hypnotised Torvin and Edu approach, still carrying the plate, which they place on the creature. With the plate, the creature is able to speak through the person touching it. The Doctor uses the plate. The creature's name is Erato. It is the Tythonian ambassador to Chloris. It came fifteen years earlier to negotiate a treaty exchanging metal for chlorophyll. Its craft was the vast egg in the jungle. However, Adrasta, knowing her power depended on control of the planet's metal supply, imprisoned Erato. Knowing the truth, her people turn on her. The creature exacts its revenge by crushing Adrasta to death. In the woods, Karela meets the bandits and kills Torvin. She tries to convince the bandits to join her in taking the metal. The Doctor arrives and has K9 destroy the metal the bandits stole. With nothing to lose, the bandits and Karela give up. The Doctor has rescued the Tythonian just in time. Tythonus has declared war on Chloris over the missing ambassador and has dispatched a neutron star to collide with Chloris' star and destroy the system. It will collide within the next twenty-four hours. Working desperately, the Doctor uses the TARDIS to stabilise the star while Erato weaves an aluminium shell around it. The danger is neutralised. The Doctor's last act on Chloris is to push Organon, now one of the de facto rulers, toward a mutually beneficial trade agreement with Erato and the Tythonians. Two spaceships, the Empress, a cruise liner, and the Hecate, a smaller ship, collide with each other, creating an unstable area where the two ships meet. The TARDIS materialises on the Empress, and the Doctor, Romana and K9 make their way to the bridge where they see the two captains, Rigg of the Empress and Dymond of the Hecate, arguing about their losses. The Doctor thinks he knows how to separate the ships. The Doctor and K9 go to the power unit, led there by Secker, who is acting strangely. He sneaks away, unknowingly followed by the Doctor and K9, and takes a drug out of a drawer, moments later the Doctor gets into the drawer and finds it. K9 analyses it - it is vraxoin, a deadly drug. Meanwhile Romana and Dymond go to the first class lounge and meet members of a zoological expedition - Tryst and his assistant Della. Tryst has specimens from various planets stored on his Continuous Event Transmuter (CET). Part of the machine includes a large screen that shows the planets he's visited, but the planets onscreen are not just images. Romana understands the principle behind the machine - matter transference of dimensional control - and is not impressed. The Doctor tells Rigg about Secker and the drug, and wonders about Tryst's travels. He meets Tryst, who seems happy to meet another scientist. The Doctor learns that one of Tryst's men died on the planet Eden. The Doctor and Rigg go to the power unit and use K9 to get to the source. Romana, alone in the lounge, plays with the controls to the CET. She looks at the projection of Eden and sees a face in the trees. Della comes in and tells her that Tryst would not like her using the machine. Secker is looking for his drugs when he is attacked. He screams and the Doctor and Rigg find him. He has been cut by something and is taken to the sick bay. The Doctor goes to find Secker's drug but is met by someone else who shoots him and takes the drug from the Doctor's pocket. Secker dies in the sick bay. Romana and K9 find the unconscious Doctor. When he wakes she tells him of what she saw in the CET. Romana heads back to the lounge while the Doctor, Rigg and K9 continue to cut through to the power source. Something from the Eden projection comes out and hits Romana on her neck, causing her to lose consciousness. K9 has finally cut a hole in the wall to the power source, and when the Doctor and Rigg open the hole, a monster is behind the wall. K9 fires at the monster and they cover the hole. Back in the control room, Rigg scans the ship for vraxoin, with negative results. They make plans with Dymond to try to separate the two ships. While Romana is unconscious, someone comes into the lounge and then leaves. Della comes in and helps Romana. The projection of Eden is now off. While Della gets a drink for Romana, someone pours vraxoin into the drink. Rigg arrives and she gives him the drink before making another one for Romana. The Doctor gets some equipment from the TARDIS and goes to see Romana. Tryst arrives and the Doctor expresses his concern over the CET and lists several things wrong with it. Tryst shuts it off. Back in the control room Rigg is being affected by the drug but no one realises. K9 goes into one of the unstable areas where the two ships are joined, while the Doctor waits for him. A strange man in glasses comes through the unstable area and runs away. The Doctor chases him. They run through the Empress and enter one of the unstable areas. Rigg, affected by the drug, accuses the Doctor and Romana of being the drug smugglers. He also claims that the Doctor is a narcotics agent. The Doctor is attacked by the man he was chasing, and comes face to face with another of the monsters. He comes out of the unstable area where Romana is waiting. The Doctor has found a radiation wrist band from the man he was chasing. It has the name Volante - Tryst's ship - on it. Tryst tells Della he thinks the smuggler was their crewmember who died - Stott. The Doctor and Romana learn that Rigg is affected by vraxoin. They go the CET, and Tryst offers to help. When Romana is sent away, Tryst tells the Doctor that Della is responsible for the drug smuggling. The Doctor and Romana go to the control room, where agents from the Azurian Empire Customs question them about their involvement in the drug smuggling. One of them, Costa, searches the Doctor and finds traces of vraxoin from the sample he had in his pocket earlier. The Doctor and Romana run away, and are chased by Costa and his boss Fisk. They run to the lounge, where the CET is on and showing Eden. The Doctor takes something from the machine and they run into the projection. As the Doctor and Romana explore the projection, they discuss the problems with Tryst's machine. The Doctor is attacked by a man-eating plant monster, but bites it in the root, which causes it to release him. Back on the Empress, Tryst tells the agents that the selector for the machine is gone and he can't turn it off. The Doctor and Romana are attacked by one of the monsters, but are saved by a man who shoots the monster. He identifies himself as Stott, and the monsters as Mandrels. Taking them to a safe place, he tells them he works for the Space Corps' Intelligence Section. He thought the Doctor and Romana were the drug smugglers, but overheard their conversation. He now thinks Secker may have been involved. The three of them leave the projection and end up on the Empress where K9 is. On the Empress, passengers are being attacked and killed by Mandrels that have come out of the projection. Rigg is still acting silly and Fisk threatens to have him shot. The Doctor works in the power room in order to separate the two ships. A Mandrel chases Romana into the room and then grabs the Doctor. K9 stuns it but the Doctor thinks it's dead. He sends Romana to the bridge and K9 to the demat gun to await his signal. Fisk arrests Rigg. Tryst asks Fisk not to kill the Mandrels. Fisk orders that the Doctor and Romana are to be found and, if they resist, shot. After they leave, the stunned Mandrel wakes up and attacks the Doctor. After chasing the Doctor, it is electrocuted when it hits the connections the Doctor has set up. It turns into dust which the Doctor identifies as vraxoin. Romana reaches the control room. Rigg wants her to give him more drugs and attacks her when she can't. Fisk enters and shoots Rigg. He tells Romana she is going to be killed, and tries to stop her touching the power controls. The Doctor signals to Romana and K9 that he is ready. K9 activates the demat gun and Romana hits the power switch. The ships start to separate, everything shakes, and the Doctor vanishes. In the confusion, Romana escapes from Fisk. Now that the ships are separated, Dymond wants to go back to his ship but Fisk won't let him - he is wanted as a witness. Romana meets up with Della and tells her that Stott is alive. The Doctor wakes up on the Hecate and discovers a laser. He hides from Dymond who has returned, and discovers on Dymond's computer that he is involved in the drug smuggling. Dymond gets in a shuttle to return to the Empress, and the Doctor stows away. The Doctor, on the Empress, is reunited with Romana and K9. Romana tells him the laser can send telecom messages and can also send a CET crystal. They realise that Tryst and Dymond are the smugglers. The Doctor works on the CET machine, and Stott tells the agents that Tryst and Dymond are the smugglers. Tryst and Dymond temporarily hold Della, but when she escapes they shoot her. They head for the shuttle and back to the Hecate. Romana finds Della who is hurt but alive. The guards have control of the Mandrels and herd them back to the projection. The Doctor lures them into the projection with the dog whistle. When he comes back out, they close down the machine. Romana has to rebuild the CET. Part of the plan is to allow Tryst and Dymond to make their transfer. K9 locates the Hecate and the Doctor uses the machine to put it in the projection. Fisk's men take Tryst and Dymond out of the projection and into custody. The Doctor and Romana make their farewells and head off to return the electric zoo to their original planets. The glory days of the Skonnan Empire are long since past, but many of its citizens and soldiers yearn for those days of control and conquest. The arrival of the mysterious horned Nimon to Skonnos has brought hope of imperial restoration. The fearsome creature lives within its labyrinth Power Complex, and has promised to rebuild the empire providing it receives a series of tributes from the Skonnans and their fawning, arrogant leader, Soldeed. This tribute is to consist of groups of youthful sacrifices from the nearby planet Aneth, as well as a supply of hymetusite crystals with each group. Young people have thus been abducted from Aneth and transferred to the labyrinth of the Nimon, into which only Soldeed is permitted to venture. On the final collection, however, the interstellar craft bearing the sacrifices breaks down in space. The ancient war craft has simply worn out, and when the co-pilot over extends the engines, a control panel explodes and kills the pilot. The Doctor is in the TARDIS console room with Romana and K9, making modifications to the ship. Various controls are disconnected. Unfortunately, the area of space he has chosen to materialise the ship in is perilously close to what seems to be the basis of a manufactured black hole. They are in danger of being drawn in. The Doctor extends the TARDIS door force field to a nearby spaceship -- the Skonnan battle cruiser -- and he and Romana board the ageing warship. Once aboard the Doctor notices an abundance of radioactive hymetusite crystals and then soon finds a hold full of young prisoners. They are from the peaceful world of Aneth and one of them, Teka, has a seemingly misplaced faith that another prisoner, Seth, can free them from their incarceration. The co-pilot investigates the hold and there finds the Doctor and Romana among the "weakling scum". He takes the two of them at gunpoint to the bridge and forces them to help fix the stranded Skonnan ship. Romana offers to repair the ship using a hymetusite crystal and one is brought to her while the Doctor is permitted to return to K9 and the TARDIS to assist from there. Aboard the TARDIS, K9 informs the Doctor about the collapse of the Skonnan Empire in civil war. With the Skonnan craft repaired, the co-pilot starts to move his ship away, stranding the TARDIS in space. With the TARDIS still not fully repaired and the gravity increasing, the Doctor and K9 face obliteration as a vast planetary body advances directly toward them. Using a cricket ball strategy, the Doctor bounces the TARDIS off the approaching planetoid. He then starts work on repairing the console in order to pilot the ship to Skonnos. On Skonnos, the Nimon is angry when Soldeed reports the Skonnan craft with the last batch of sacrifices has not reached Skonnos and says it will withhold the arms that will help rebuild the Skonnan Empire until the ship arrives. Fortunately for Soldeed, once he emerges from the Power Complex he hears from his guard captain, Sorak, that the ship has been found. The warship soon arrives on Skonnos and Soldeed leads the party of greeting, being unnerved to see Romana aboard. The co-pilot then lies that she is the cause of all the problems on the ship, being a pirate who stole aboard and killed the captain. Soldeed does not believe this and then forces the co-pilot into the Nimon Power Complex where he is sure to be killed. Moments later Romana and the Anethans are loaded up with hymetusite and also sent into the maze. Shortly thereafter the TARDIS materialises in the central square of Skonnos and the Doctor emerges. He is taken to Soldeed but soon escapes and heads into the Power Complex to escape his pursuers. Deep in the Complex -- whose walls seem to shift and change creating various patterns of progress that all lead to the Nimon -- Romana finds the husks of previous Anethans, the life drained from them. The co-pilot also arrives, still pleading for his life, and when the Nimon appears too it dispatches the desperate soldier first before turning its mighty horns on Romana and the cowering Anethans. The Doctor arrives in the nick of time to distract the Nimon and thus save Romana, Seth and Teka who make a break for it after him, though the other Anethans are too scared to leave. He leads them deeper into the Complex and finds a power source close to the heart of the maze, but he needs a computer to interpret the machine and so blows his dog whistle to summon K9. When the robot dog emerges from the TARDIS it encounters Soldeed, who immobilises it and takes it away for examination. Back in the heart of the Complex the Nimon has now reached the power source room and starts manipulating the controls of the machine, which begins to cause the Complex to glow with energy. It also enables a shimmering tunnel to appear, down which comes a travel globe that bears two more Nimon. They announce to the other Nimon that the planet Crinoth is dying and that all the Nimon must continue the Great Journey of Life to Skonnos. Once the Nimon stalk away the Doctor examines the globes and pronounces that they are travelling vessels that have journeyed down a tunnel set between two black holes. By mishap the Doctor sends the globe down the tunnel with Romana in it but before he can reverse this Soldeed arrives and uses his staff to destroy the control panel. Soldeed then raises he staff at the Doctor, proclaiming "You meddling fool! You shall die!" Romana has arrived in the dying world of Crinoth where she encounters many Nimon who live as per their operation on Skonnos. Their equivalent of Soldeed is a broken old man named Sezom, who helped the Nimon establish themselves on his world and now knows they have destroyed it. He compares the Nimon to intergalactic locusts, swarming between planets and draining them of energy. He has also discovered that when jacenite is integrated into the staff that he was supplied with by the Nimon, it has the ability to stun them. He gives Romana an extra piece that he has, but is shortly afterward killed by a Nimon while helping her to escape. Seth shoots Soldeed unconscious, and the Doctor then attempts to repair the transportation system. Just as he is about to complete the repairs, the Nimons return to the power source room and restrain him. However, they finish his work by reversing the tunnel, which brings Romana back in the capsule she had been waiting in on Crinoth. Romana tosses the jacenite to Seth, who now has possession of Soldeed's staff, and he uses it to stun two of the Nimons. Having managed to free himself from Soldeed's laboratory, K9 arrives just in time to deal with the remaining one. Soldeed, having escaped from the power source room, has seen the multiple Nimons and his faith is badly damaged. He is shot down by Seth but in his death throes manages to trigger a chain reaction, which will destroy the Complex. The Doctor and his party make their way out, using K9 to work out a proper exit path through the labyrinth. They all escape and join up with the remaining members of the Skonnan military council, all of whom evacuate the main square as the Nimon Power Complex explodes. Later in the TARDIS, the Doctor reflects on their adventure as they watch Seth and Teka pilot a spacecraft away from Skonnos, having been granted their freedom. Elsewhere, Crinoth can be seen disintegrating. It seems that the Nimon threat is over. On the Think Tank space station, Doctor Skagra uses a spherical device to drain the minds of his colleagues and departs in his spaceship for Earth, leaving an automated quarantine message running. In Cambridge 1979, Professor Chronotis has a visit from one of his students, Chris Parsons, who leaves with the wrong book. The Doctor and Romana are enjoying a spot of punting. They're observed by Skagra and distracted by voices from the sphere he's carrying. They visit the professor. Chris discovers that the book is written in a completely alien script. He analyses the book with instruments that make it smoke and glow. Chronotis reveals to Romana he is an elderly Time Lord who has retired to Earth and has been living in the same Cambridge rooms for three hundred years. The Doctor asks him why he was summoned by him to Cambridge but the Professor can't remember. He later recalls he needs the Doctor's help finding the book. Skagra steals a car and the driver's ability to drive. The Professor reveals the missing book is one he brought from Gallifrey. Skagra drives out to a field where his spaceship is concealed, invisible to the human eye. The Professor confesses the book he took was The Worshipful and Ancient Law of Gallifrey, which dates back to the time of Rassilon and has incredible power. Skagra receives word that all is ready from his carrier ship, commanded by a massive Krarg. The Doctor and Romana search the Professor's rooms for the book. They discuss Time Lord law. This reminds them of the Time Lord criminal Salyavin, a boyhood hero of the Doctor. The Professor, asked about his contemporary Salyavin, recalls Chris Parsons' visit and wonders if he has borrowed the book by accident. Chris and his friend Clare Keightley analyse the book as the Doctor cycles across Cambridge to the lab. Skagra, now wearing contemporary clothes, comes to the Professor's college seeking him. While Romana looks in the TARDIS for milk so they can have tea, Skagra arrives for the book. He sets the sphere on the Professor, stealing part of his mind. The Doctor meets Clare at the lab, and examines the book. Romana and K9 find the collapsed Professor as Chris Parsons arrives. Using the TARDIS medical kit, Romana tries to stabilise the Professor's condition. The Doctor and Clare discover that the book carbon dates as minus twenty thousand years old. Skagra scans his copy of Professor Chronotis' mind for a trace of the book but finds nothing. The professor beats out a message to Romana on his hearts in Gallifreyan morse code, telling her to beware of the sphere, Skagra and Shada, but dies before he can reveal where the secret is. Skagra meets the Doctor trying to return the book to the Professor and has a sphere pursue him on a bike through Cambridge. During the chase the book is dislodged from his basket and retrieved by Skagra. Forced to run away, the Doctor is cornered by the sphere. He tries to escape under a gate, but the sphere approaches and begins to steal his mind. Romana arrives in the TARDIS to rescue the Doctor. They return to Chronotis' rooms, where Chris reports the professor's body disappeared. The Doctor decides he needs to speak with Skagra. K9 tracks the sphere to Skagra's ship. Clare, worried about the danger the book may pose, comes to Chronotis's rooms to find them empty. The TARDIS materialises in an apparently empty field which holds Skagra's invisible ship. They enter and Skagra takes them prisoner. He tells them he was interested only in Chronotis' mind. He tries to force the Doctor to decode the book and sets the sphere on him to take his mind. K9 fails to blast out of the cell Romana, Chris and he are held in. K9 picks up the sphere's signals and detects the Doctor amongst its voices. Romana is transported from the cell and taken to the TARDIS by Skagra. He forces her to take it. Chris and K9 are transported out of their cell. The ship detects them and reactivates its oxygen supply. The TARDIS arrives at the Krarg carrier ship and Romana sees the Krargs being grown. Another Krarg starts to form on Skagra's ship. The Doctor boosts the ships power to allow it to cross space quickly. In Professor Chronotis' rooms Clare awakes. She is startled by the Professor, dressed in a night shirt. Skagra is unable to translate the book with the Doctor's mind in the sphere. The Professor explains to Clare that his rooms are his TARDIS and it interfered to save his life. The Professor decides they must find Skagra to save the book, which is the key to Shada, the Time Lord prison which has been forgotten. The Doctor and Chris are attacked by a Krarg, but K9 holds it off, allowing them to explore the Think Tank complex where they have arrived. They find the aged bodies of Skagra's former colleagues. Skagra notices that turning the pages of the book influences the TARDIS. He realises turning the last page of the book will take him to Shada where he will find the Time Lord criminal Salyavin, who is crucial to his plans. The Doctor uses Chris' brain power to revive one of the scientists, the neurologist Caldera. He explains how Skagra set up Think Tank to pool the resources of the mind electronically, but when they had completed the sphere he used it to steal their minds. Skagra now intends to use his mind to dominate the whole of humanity, but need Salyavin to accomplish this. K9 loses his fight against the Krarg and is driven into the Think Tank by the massive creature, which now advances on the Doctor. The Krarg strikes the machinery in the think tank, creating a huge cloud of smoke. This allows the Doctor, K9 and Chris to escape back to Skagra's ship, leaving just as the Think Tank station explodes. The Ship is persuaded to take the Doctor to Skagra's home. Fleeing down the corridors of the ship the Doctor and company find an old wooden door and go through it. They are in Professor Chronotis' rooms/TARDIS. The Professor knows that with the book and TARDIS that Skagra can travel to Shada, which is exactly what he does. Skagra searches Shada's records for Salyavin, the Time Lord criminal. The Professor's TARDIS arrives with K9, the Doctor and him. Skagra starts reviving the prisoners as the Doctor arrives, but when they open Salyavin's cell they find it empty. The Professor admits he is Salyavin: he escaped centuries ago and used his powers to make the Time Lords forget about Shada. The Sphere attacks the Professor but is destroyed by K9. However it reforms into several smaller spheres, one of which attaches itself to the Professor. He sinks to the floor. The spheres attach themselves to the revived prisoners, bringing them under Skagra's control. Chris and Clare arrive, but Chris is taken under the control of a sphere. The prisoners and he advance on the Doctor. K9 fires at the prisoners, driving them back, but he is thrown aside by a Krarg. The Doctor, Romana and Clare grab K9 and flee to the Professor's TARDIS. Romana reminds the Doctor that his mind is inside Skagra's machine too. Skagra returns to the TARDIS and tells the former prisoners that they will return to the carrier ship and be distributed through the universe to further his revolution. The Doctor follows his TARDIS in the Professor's. He captures it in a force field and has himself placed into the Time Vortex. The Doctor begins crossing to his TARDIS, but his journey appears in vain. An accident occurs in the Professor's TARDIS, deactivating the force field, throwing the Doctor into the vortex. The Doctor finds himself in a room in his TARDIS. He starts building a helmet shaped device. The Professor's TARDIS arrives on the carrier ship as the Doctor reveals himself and struggles for control of the joint mind. Romana deactivates the Krarg generating equipment, tipping the gas out and using it to destroy the Krargs. Skagra flees to his ship, but is taken prisoner by his ship's computer, who has now decided to serve the Doctor. The Doctor promises to return the prisoners to Shada and summon the Time Lords. He returns his and the Professor's TARDISes to Earth. This confuses Wilkin, who has returned with a policeman to find the room back in its usual place and the Professor taking tea with his guests. The Fourth Doctor, having yet again failed to pilot the TARDIS to Brighton Pavilion, snores loudly on a deck chair as Romana and K9 discuss alternate holiday options. Frustrated, Romana tosses her beach ball into the sea and K9 goes to fetch it, badly damaging him. Romana convinces the Doctor to go to Argolis, home of the famed Leisure Hive. Argolis had been nearly annihilated by a brief but devastating war with the Foamasi, but the surviving Argolins have built the domed holiday palace, offering anti-gravity racquetball among other delights. However, the Hive has run into financial dire straits. The chief executive, Morix, ageing and near death, is pondering a buy-out offer from Earth businessmen Brock and Klout, who represent the Foamasi, but his hotheaded son Pangol will hear nothing of it. Morix dies and is succeeded by Mena, who herself is getting old. Meanwhile, an alien presence has infiltrated the Hive. The Doctor and Romana arrive and watch a demonstration of the Hive's newest offering, the Tachyon Recreation Generator, but the demonstration goes horribly awry when a volunteer from the crowd is torn apart inside the machine. The Doctor and Romana realise the recordings of the experiments have been faked. The Doctor explores the Tachyon Recreation Generator, and when an alien turns the machine on, the Doctor appears to be torn limb from limb. The image onscreen is merely an illusion - the Doctor escaped the generator from the back. He and Romana are taken to Mena by security guards. Meanwhile, staff scientist Hardin has arrived, and when Mena learns of the newcomers' experience with time technology, she asks Romana to assist him with tachyonics experiments. They are trying to use the questionable science to reverse the flow of time. The Argolin race is sterile after the war with the Foamasi. Rejuvenating themselves is the only way to survive. Mena begins to age quickly, a result of the radioactivity on the planet. Meanwhile, Hardin and his partner, Stimson, discuss their experiments, which have been faked by them. Hardin wants to confess. Stimson plans to get off Argolis. Romana and Hardin appear to have some success, but when they go to tell Mena, the equipment explodes. Guards find Stimson, who has been murdered, and arrest the Doctor. He stands trial in the boardroom and claims his innocence. Romana and Hardin announce their success, but before it can be used on Mena, Pangol wants to test it on the Doctor. As the experiment proceeds, Romana realises something is wrong, but she is too late to stop the experiment. The Doctor emerges from the machine, aged several hundred years. The Doctor and Romana are imprisoned and try to figure out what went wrong with the experiment. Pangol discovers that Hardin's experiments were faked, which Hardin admits to but says he is near to a breakthrough, and wants Romana's help. Mena refuses. Vargos fits the Doctor and Romana with limitation collars. They can roam freely around the Leisure Hive, but must stay within the limits programmed into the collars. If they enter a forbidden area or attempt to remove the collars, these will tighten around their necks and strangle them. Pangol prevents Mena from signing contracts with the Foamasi. He wants to rebuild Argolis. He is the first Argolin created in the recreation generator and has big plans for the machine. Hardin frees the Doctor and Romana from their collars with a borrowed security key, and they decide to put Romana in the machine. She works on the machine but is confronted by an alien. Pangol sees the Doctor on a monitor and goes to stop him. He programs the machine to age the Doctor, who he thinks is in the machine, another two thousand years. The alien, a Foamasi, helps Romana escape. The Foamasi doesn't speak with words but the Doctor can understand him. They go to the boardroom where Pangol reveals his grand plans to Brock - he will raise an Argolin army from the generator. The Foamasi approaches Brock and pulls at his face - revealing that it is a mask and he is a Foamasi. The first Foamasi takes Brock's voice synthesiser and reveals that Brock and Klout (the murderer) are disguised Foamasi, members of a dissident group called the West Lodge. They do not act in the interest of the Foamasi at large, however. The two planets are now at peace. Pangol is suspicious of the Doctor and the Foamasi, and refuses to let them leave. When the Foamasi ship takes off, it is destroyed by Pangol. Pangol plans to start creating his clone army. The Doctor and Romana try to stop him by using the randomiser from the TARDIS. Pangol enters the machine, wearing the Helmet of Theron, and duplicates himself into an army. However, because the Doctor was in the machine at the time, the clones are images of the Doctor, who has been restored to his original age. The clones do not last long, disappearing one by one. Hardin takes a near-dead Mena to the machine to regenerate her, but Pangol pushes past him. Both Mena and Pangol get into the machine, and both are restored, Mena to a young adult age and Pangol to a baby. The Doctor shuts off the generator. The Foamasi who rescued Romana appears, not having been in the Foamasi ship when it was destroyed. He and Mena begin negotiations for peace. The Doctor and Romana, with the randomiser removed from the TARDIS, leave to continue their travels. In the TARDIS, the Fourth Doctor and Romana are repairing K9 yet again. They hover near the planet Tigella; the Doctor recalls an earlier visit when he befriended a man named Zastor, leader of the Tigellans, and decides to get in touch with him. On Tigella, a power loss occurs when a transformer breaks down. The inhabitants, living under the surface, find it hard to compensate. Arguments continue between the Deons and the Savants over ownership of the Dodecahedron, Tigella's power source and the Deons' deity. The Deons refuse the workers access to the Dodecahedron. Zastor, unable to decide, orders the Doctor sent for. Deedrix leads the workers in the belief that the Dodecahedron is merely an artefact; Lexa, leader of the Deons, holds firm in her faith that the Dodecahedron is a god. On Zolfa-Thura, a ship touches down. A party of Gaztaks led by General Grugger emerge. They bring forth an Earthling, whom they stun. They brought him to the planet on the promise of reward. A hidden structure emerges from the ground. A door opens and the party enters. Within is Meglos, a Zolfa-Thuran. Meglos outlines his plans to the Gaztaks. He wants them to have the Dodecahedron to power the galaxy. He tells them of the recent power fluctuations the Tigellans have been experiencing. The Earthling and Meglos are placed in adjacent chambers. Grugger plans to steal the machinery, but Meglos traps him and his aide, Brotadac, in the room. They agree to comply with his plan. They then transfer Meglos' consciousness into the Earthling. His skin becomes cactus-like in appearance. Claiming the Doctor is a threat, Meglos traps him in a time loop. As Meglos turns around, it appears he has taken on the Doctor's appearance. Onboard the TARDIS, the Doctor and Romana continue around the loop. Their only respite is a small period of freedom between the loops. Meanwhile, Meglos leaves with the Gaztaks in their ship. On Tigella, Lexa tells Zastor that she will allow the Doctor access to the Dodecahedron if he swears the Deon oath. Outside, the Gaztak ship lands. The Gaztaks stay with their ship whilst Meglos enters the Tigellan city and introduces himself. The Doctor and Romana break the loop by performing the actions before they happen, freeing themselves. Meglos swears allegiance to Ti in the Deon ceremony. He tells the Tigellans that it is not safe for them to remain near as they are not Time Lords like him. They agree to leave him to work alone. Meanwhile, the TARDIS lands on Tigella and the Doctor and Romana emerge. They are crossing the ground to the city when Romana is attacked by Bell Plants. The Doctor and K9 continue on their way, unaware of her troubles. Meglos inspects the Dodecahedron and places a device on it. Lexa and Caris hide outside, having stayed behind to secretly observe the goings on. After Meglos leaves, they enter to find the Dodecahedron gone. The Doctor and K9 arrive at the Tigellan city. The guard tells him he didn't see him leave. Confused, the Doctor shrugs it off. He orders K9 to find Romana after noticing her absence. Meanwhile, Romana frees herself from the plants. She notices scorching on some of the vegetation. Lexa and Caris report their finding to Deedrix and Zastor and order the capture of the Doctor. The real Doctor is taken prisoner. Romana stumbles upon the Gaztak ship, and finds it responsible for the burning. The Gaztaks notice her and she runs. K9 heads back to the city as his batteries run low. The Gaztaks corner Romana and Brotadac orders her death. Grugger grabs Romana and questions her as to her origins. She tells him that he wouldn't believe her. Grugger orders her to lead him to her craft. In the city, Deedrix and Caris speculate on the Dodecahedron's disappearance. An announcement informs them that the power loss has reached critical. This means the city will collapse. Outside, Romana leads the Gaztaks in a circle back to their own ship. The Tigellans try to stop the damage. They have two hours to prevent the collapse. Lexa and Zastor question the Doctor and he realises they see him as the thief. Meanwhile, Romana convinces the Gaztaks to give her another chance to take them to her ship. Zastor agrees to allow the Doctor to see the power room. Meglos is harassed by the Earthling he took over, who is fighting him. Meglos approaches Caris and tells her she will obey him. He shows her an impossible thing to prove his power, the shrunken Dodecahedron. Lexa returns to her Deons and gives them orders. The Deons stage a revolution. They capture the Doctor, Zastor and Deedrix in the power room. Lexa proclaims that, to pacify Ti, all non-believers will be sent to the surface. Lexa tells Zastor that his belief was only words, not actions, and he is be be exiled. Lexa tells the Doctor that he is to be prepared for sacrifice. Outside, Romana leads the Gaztaks to the Bell Plants. Stamping on a root, she instigates an attack and runs away. The city doors begin to close. Romana finds K9 in a bush and carries him inside. The Gaztaks break free but are too slow to get indoors. Caris tells Meglos that he cannot escape but he disagrees, telling her there are ventilation shafts. He is again troubled by the Earthling. Though distracted by this, Caris pulls a gun on him and leads him through the city. The Gaztaks batter down the door and fight with the Tigellans. The Gaztaks force the Tigellans back. Romana sees Meglos, whom she thinks is the Doctor. She hits Caris, dazing her, and Meglos runs away. The Gaztaks ransack the city and Grugger kicks K9, calling him "useless". Caris tells Romana that it was not the Doctor she saw. Meglos emerges from the city and talks to Grugger, showing him the shrunken Dodecahedron. Meanwhile, Lexa continues her ceremony, hoping the sacrifice of the Doctor will return the Dodecahedron. The Gaztaks and Meglos board their ship again and prepare for take off. Romana and Caris begin to search for the real Doctor. A large stone hangs above the Doctor. It is suspended by three ropes. A Deon burns through two of them. He moves to the third. Zastor and Deedrix meet up with Caris and Romana. The Deons guarding the former are told of the attack and head for the surface. The new party heads for the power room. They rush in and Deedrix grabs the flaming torch from a Deon, preventing him from burning the final rope. Zastor and Romana tell Lexa of the Gaztak attack and that Meglos was the guilty one. On their ship, the Gaztaks and Meglos approach Zolfa-Thura. Meglos promises Grugger and Brotadac all the power they wish. The Doctor questions Meglos' motives in taking the Dodecahedron to Zolfa-Thura. Romana reminds him of the screens of Zoltha-Thura and he concurs. Back on Zolfa-Thura, Meglos buries the Dodecahedron in the ground with the boundary of the Screens of Zolfa-Thura and activates it. The Dodecahedron rises atop of Meglos' room. On Tigella, the Doctor and Romana bid farewell to the Tigellans before heading back to the TARDIS. However, as they leave, an apparently dead Gaztak rises and shoots at Romana. Lexa takes the shot. She falls, injured, and Romana rushes to her aid. The Doctor tells her they must leave, and Romana grabs K9 and follows him. Caris and Deedrix go with them. Meglos tells Grugger and Brotadac that the Dodecahedron can be amplified by the screens to fire a beam capable of destroying planets. He asks them to choose a planet to be destroyed and Grugger picks Tigella, angered by the loss of life. The Dodecahedron powers up as the TARDIS lands nearby. The Doctor decides to trick the Gaztaks by pretending to be Meglos. He leaves the others with the TARDIS. In the room, Meglos takes of his coat and heads out to check the screen's alignment. The Doctor sees him and takes his own coat off. Grugger decides he no longer needs Meglos and tells Brotadac he can wear the Doctor's coat as he always wanted to. The Doctor enters and interrupts them. He stalls the countdown, telling them preparations need to be made. A Gaztak walks in carrying the real Doctor's coat. The Doctor tells Grugger it is a present for him. Grugger is unimpressed and pressures him to activate the Dodecahedron. Outside, Romana, K9, Caris and Deedrix decide to have a closer look at the screens. The Doctor tells Brotadac that the screens require two minutes to power up. He heads outside. Grugger tells Brotadac to take the Doctor prisoner, deciding that he can be kept in their spacecraft as he is no longer needed. Brotadac instructs two Gaztaks to capture him. The Doctor hides and they take Meglos prisoner. However, Brotadac and some Gaztaks find the real Doctor and capture him also, still believing him to be Meglos. The take him to their ship. Romana and her party see the Doctor being taken in. The Doctor is thrown in with Meglos. He tells Meglos that he has inverted the controls so that the Dodecahedron will destroy Zolfa-Thura and all on it. K9 distracts a guard posted to the Gaztak ship. Deedrix tries to knock him out so K9 shoots him. They then rush inside. K9 begins to cut down the door to the Doctor and Meglos' cell. Deedrix and Caris detain Meglos but he exits the body, leaving the Earthling behind. He shuffles out of the ship. Grugger and Brotadac begin the countdown. At zero the beams will converge and the Dodecahedron will activate. The Doctor, Romana, K9, Caris, Deedrix and the Earthling leave in the TARDIS. Meglos enters the room and returns to his cactus form. Grugger realises that something is wrong but is unable to stop it before detonation. The Doctor returns to Tigella where he bids farewell to Zastor. Romana informs the Doctor that Gallifrey wants them back immediately. The Earthling, initially wary of returning home since he told his wife he'd be back home much earlier, agrees to let the Doctor take him back in the TARDIS. En route to Gallifrey to return Romana to the High Council of Time Lords, the Doctor's TARDIS passes through a strange phenomenon and ends up in an alternative universe called E-Space. Neither the Fourth Doctor nor Romana herself (who is a little relieved to have avoided returning home) understand why the TARDIS scanner shows images of their planet when they have arrived in a verdant forest. It emerges they have journeyed to this pocket universe through a rare space/time phenomenon known as a Charged Vacuum Emboitment. Nearby is a small but sustainable civilisation of humanoids who live between a river and a grounded but not irreparable spaceship called the Starliner. They came to the planet Alzarius from Terradon. Much of the focus of society is on repairing their craft. It is an oligarchy ruled by three self-selecting senior colonists knows as Deciders. They ensure the smooth running and order of their adopted world and lay particular store on technical ability. One of the brightest of the younger generation of colonists is Adric, who bears a Badge of Mathematical Excellence in recognition of his computational skills. Adric's brother, Varsh, has rejected the regimented society of the Starliner. He leads a band of rebels called Outlers, who steal harvested riverfruit and other foods to survive. Not all is well in the colony. Strange eggs have started to appear in the riverfruit. This is interpreted by First Decider Draith using the precious System Files of the Starliner as an omen of Mistfall, a strange periodic change to the planet during which the natural balance of society is threatened. Soon Mistfall begins, and the colonists move into the Starliner to protect themselves, apparently in a well prepared manner. Adric chooses the moment of confusion to try and steal some riverfruit to prove himself to his brother. Draith gives chase to his young protégé but falls in the river -- only to be dragged beneath the waves by a strange force. His last words are aimed at the chief scientists of the colony: "Tell Dexeter we've come full circle!" Adric muses on this as he heads into the forest in panic, finding the TARDIS. The Doctor and Romana take him in and tend to his leg wound, which recovers remarkably quickly. The Doctor heads off to investigate the planet, while Adric attracts Varsh and the other Outlers to the protection of the TARDIS. The two other Deciders, Garif and Nefred, have meanwhile ordered the Starliner doors closed as per procedure, knowing that both Draith and Keara, an Outler and the daughter of a prominent citizen called Login, have not entered the ship safely. Despite his worries, Login soon accepts a position as Third Decider when it is determined that Draith has died. It is as well the doors have been closed -- humanoid, aggressive Marshmen begin to appear from underwater, looking threatening (as shown in the picture above); and soon scuttling Marshspiders hatch from the eggs of the Riverfruit. The Marshmen beat on the walls of the Starliner to gain entry but the fearsome primitive creatures are not admitted. The Doctor, however, gains entry to the Starliner using his sonic screwdriver, followed by a young and inquisitive Marshchild. Both of them are soon found and taken before the Three Deciders. The Doctor is appaled when chief scientist Dexeter starts to perform vivisection experiments on the Marshchild. A group of Marshmen carried the TARDIS to a settlement cave, intending to use it as a battering ram to force their way into the Starliner. Romana decided to venture outside. K9 came to rescue Romana, Adric, Varsh, Tylos and Keara from the Marshmen but he had his head knocked off. She is bitten by one of the Marshspiders and starts to change, seeming possessed. Adric panics and materialises the TARDIS inside the Starliner. When the Outlers emerge Login is reunited with his daughter, but the Doctor is not impressed not to be reunited with Romana. Thus he pilots the TARDIS back to the cave, and finds an alert but amnesiac Romana. The Doctor scoops up the remains of a Marshspider and then reverses his journey once more with Adric and an unconscious Romana in tow. By the time he is back in the Starliner, however, Dexeter has tried to examine the brain of the Marshchild, provoking it to attack and kill him and itself. The Doctor is so incensed he turns on the Deciders and denounces their society -- revealing secret ship controls that show the Starliner has been ready to pilot from Alzarius for centuries but, for some reason, the farce of constant repair has been continued. The problem it seems is that though the Deciders understand the technical construction of the ship, no one knows how to pilot it. The Doctor persuades the Deciders to give him equipment to examine the cells of the marshspider and marshchild and also deduces that they are from identical DNA sources. This situation is complicated, however, when a transformed Romana releases the emergency exits and allows the Marshmen to invade the Starliner. The colonists retreat before the creatures, many of whom are more inquisitive than dangerous, but anarchy reigns. Nefred is mortally wounded while fleeing one room, but his last admission is that the colonists cannot return to Terradon, because they've never been there. It is realised that the present-day Alzarians are actually a subspecies of the Marshmen, who wiped out the Starliner's original Terradonian crew and then gradually evolved into human form to take their place. The Doctor uses a protein serum to cure Romana, and they determine from research in the ship's science unit that the ship has been maintained for 40,000 generations by a species that has three aspects; spiders, marshmen, and the current humanoids. They are all from the same DNA and thus have come "full circle". This is the real secret of the System Files. It is accidentally deduced that oxygen in pure form is problematic to the Marshmen, who have not the capability to cope with the gas in that concentration, and soon this non-lethal defence is used to force the Marshmen out of the Starliner. During their retreat Varsh is killed, leaving Adric in emotional turmoil. With the Marshmen returning to the swamps, the boy stows away on board the TARDIS. His fellow colonists meanwhile follow their dreams and pilot the craft away from Alzarius. The Doctor and Romana are unaware of Adric's presence as they pilot their own craft to another destination. A castle sits on a rocky peak. Inside, Captain of the Guard Habris reports to the Three Who Rule that it is again the time of selection. They instruct him to choose well and he leaves. Next morning, in the surrounding village, leader of the villagers Ivo collects the residents for the selection. Habris picks out various villagers, including Ivo and Marta's son Karl. Ivo protests, but Habris will not change his mind. He tells Ivo he will do his best to help Karl become a guard. Ivo and Marta know that if Karl goes on to serve the Lords directly, he will end up like all those who went before him, never to be seen or heard from again. On board the TARDIS, the Fourth Doctor and Romana sight an isolated planet. K9 scans the world, finding it has one isolated settlement, which has high technology readings even though the people are primitive. The TARDIS lands in a forest near the settlement. The Doctor and Romana set off to explore, leaving K9 behind. Adric has stowed away on the TARDIS and tries to leave. K9 confronts him, but Adric tells him that as he is a stowaway, it's best that he leaves. He follows the Doctor and Romana. The Doctor and Romana arrive at the settlement as Ivo and Habris are arguing. The Doctor asks to speak to a scientist. His request is met with alarm. Habris mistakes them for lords and tries to serve them. After the travellers and Habris leave, Ivo opens a podium and takes out a rusting radio transmitter. He calls Kalmar and tells him of the two strangers and their unusual request. In the throne room, Habris is berated for not taking action against the Doctor and Romana. Aukon summons his bats to hunt down the two. Travelling through the forest, Romana and the Doctor are surrounded by men. They surrender and are taken to a hidden cave, where they meet the rebels led by Kalmar. Kalmar is trying to get an old computer system working. The Doctor helps him to repair it and Romana identifies the equipment as a data bank of Earth origin, from the cargo vessel Hydrax. Images flash up of three officers, Captain Sharky, Navigation Officer Lauren MacMillan and Science Officer Anthony O'Connor. Kalmar's deputy Tarak immediately recognises their pictures as the Three Who Rule. The Doctor and Romana are then allowed to leave, heading to visit the three. In the village, Adric attempts to steal some food. Marta catches him and alerts Ivo. They pity him and offer him sanctuary because the outside world is evil at night. The Doctor and Romana are making their way through the forest when they are attacked by bats. They look up to see a swarm descending upon them. The bats retreat as Habris arrives and escorts the pair to an audience at the tower. They are taken to the throne room, where the Doctor remarks on the absence of windows. Zargo and Camilla welcome them. Zargo orders wine and they toast. Romana's glass shatters, cutting her finger. She licks the blood. Camilla wants to look at the cut but Romana pulls away. It becomes apparent the rulers are responsible for the lack of technology. In the village, Adric is making preparations for dinner with the others when Habris enters. He tells them there will be another selection and that Aukon himself is coming to direct it. Aukon walks down the line of youths, stopping when he comes to Adric, declaring him a chosen one. Using his powers, he takes the entranced Adric to the castle. The Doctor mentions the Hydrax. This disturbs Zargo and Camilla. Habris enters with news from Aukon: the Time of Arising is at hand. Left alone, the Doctor takes a look around. He pulls aside a drape to reveal a circular hatchway in a metal bulkhead. The castle is the Hydrax. Back at the caves, some of the outlaws want to make a rescue attempt for the Doctor. Kalmar is reluctant without more technological knowledge, and the majority back him up. Tarak decides he will go alone, taking on the disguise of a guard. The Doctor and Romana arrive at the top of the tower, where they see the Hydrax' three scout ships. They hear a thumping voice and descend. At the cargo bay they find a group of corpses drained of blood, all adolescents. The Doctor finds the blood stored in a fuel tank. The thumping is the sound of a creature feeding on the blood through tubes. The Doctor notes there are vampire legends on many planets. Dropping out of the Hydrax through an engine nacelle, they arrive in a large cave, the floor of which is moving with the sound of a heartbeat. A voice from the shadows tells them this is the Resting Place. Spinning round the Doctor and Romana are confronted by Aukon. The vampire greets them. "I am Aukon. Welcome to my domain!" Aukon tries to persuade the Doctor to join them, to help at the Time of Arising. He says the Great One will reveal how to leave this universe; if the Doctor is wise, he will join them just like his companion. The Time Lords are distraught to hear that Adric is there, as they thought they had left him on Alzarius. Aukon uses all his psychic powers to make the Doctor bend to his will, but Romana picks up a piece of the cave wall and throws it at Aukon, who quickly turns around and destroys it.The Doctor tells him they are Time Lords and his powers won't work on them. Aukon reacts strongly, calling them the ancient enemies. They try to escape but Zargo and Camilla stop them. Camilla is eager to feed on them, but Aukon listens to the Great One, who says they will be a sacrifice, and so they got put in jail. Tarak has gained entry to the tower disguised as a guard and searches for the Doctor. The Doctor recounts to Romana how a hermit from the south of Gallifrey told him of a war between the Time Lords and the Great Vampires; their King escaped, and Time Lords are obliged to destroy him if ever they find him. They tracked him across the universe but the trail went dead. He had disappeared. Tarak attacks the guards and rescues the Doctor and Romana, but Romana refuses to leave until she has found Adric. The Doctor asks Tarak to stay with her while he goes back to the TARDIS. In the rebels' cave, Kalmar has discovered a scanner for viewing the territory around their base. It shows Ivo. He knows his son is dead, taken for his blood, and asks for help in an attack on the tower. Kalmar is undecided. Tarak and Romana arrive at the inner sanctum. Zargo and Camilla are asleep and Adric is hypnotised. Romana wakes him as the sun sets and Zargo and Camilla awake and kill Tarak. They close in on the others. Aukon prevents the pair killing them, proclaiming them sacrifices. After the arising, they will travel the universe and drain it of its life. The Doctor lands the TARDIS in the rebels' cave and tells them that he needs their help in an assault on the tower. They are mostly ready to follow him, but Kalmar is still reluctant. The Doctor uses the scanners to show them the King Vampire below the tower, and Kalmar finally agrees to the plan. In the throne room, Adric tells Aukon that he is willing to join him and is taken to be initiated. The Doctor puts K9 in control of leading the raid. K9 quickly disables the guards with his laser. Romana is hypnotised and led to an altar for sacrifice. Bats swoop and bite her. Ivo confronts Habris and takes his revenge for the death of his son, killing him. The Doctor makes his way to the tower top and launches a scout ship. K9 hears the sound and tells his force to evacuate. The noise distracts the Three Who Rule, and Adric helps Romana escape. The Doctor arrives as a giant hand bursts through the ground. The scout ship plummets, its steel frontage impaling the king. The three advance on the Doctor, but without the link to the Great One they crumble and die. The Doctor installs Kalmar's computer with technological data and leaves in the TARDIS. He must return Adric home. A countdown takes place, leading up to the crew of a spacecraft using a Tharil to attempt to escape from "nowhere". They fail. Onboard the TARDIS, the Fourth Doctor is at the controls. They have entered a disruption and the Doctor struggles to make sense of it. The Tharil, Biroc, is taken away but escapes from his escort. He is seen by Lane, who warns the bridge. Meanwhile, the Doctor is trying to land the TARDIS. He moves to press a button but Romana prevents him from doing so because it is dangerous. He considers if he subconsciously wanted to press the button. Romana is still trying to avoid returning to Gallifrey. She asks the Doctor if they have the right to take Adric out of his own time. The Doctor tells her Adric will love it on Gallifrey. Adric decides to press a button and does so, determined by flipping a 100 Imperials coin, a method suggested by the Doctor. Biroc has escaped the craft and runs through a white void. The TARDIS lands and the console sparks. Smoke pours out of K9. The Doctor avoids the time winds coming through the open doors of the TARDIS as Biroc enters and walks to the controls. On the spacecraft, they pick up the TARDIS on their scanners, noting it as a craft. Biroc begins operating the TARDIS controls. The Doctor and Romana note that he is on a different time line, prompting Romana to wonder why he hasn't been torn apart. On the craft, Captain Rorvik decides to wake another Tharil up to navigate them out of the "gap between timelines". He announces that they are to go out to the TARDIS. Biroc speaks with the TARDIS crew; he tells them not to trust Rorvik and his men. He says he (Biroc) is a "shadow of his past, and your future" to the TARDIS crew, and then he leaves to cross the white void. The Doctor shows Romana the co-ordinates, all zero. He leaves to follow Biroc, after telling K9 to follow him but then realising he has been damaged by the time winds; he finds a sign of life in K9 and then sets off. Romana tells Adric that they are in the gap between the negative co-ordinates of E-Space and the positive N-Space, which Adric likens to an intersection. The pair set about repairing K9, who warns them of three approaching humanoids. Using a mass detector, Rorvik and two of his crew search for the craft they picked up. The TARDIS crew see them approaching on their scanner. Biroc arrives at a stone arch with a door in it; he enters and is closely followed by the Doctor. Inside, Biroc inspects a cobwebbed dining hall. He passes through what appears to be a mirror and disappears. Rorvik's group are inspecting the TARDIS. They cannot determine what it is. The Doctor arrives in the dining hall and makes his way around it. He inspects two skeletons in armour, brushing off cobwebs he moves on; one skeleton moves. The Doctor crouches by the mirror as the skeleton advances on him; it raises its axe and swings. The Doctor notices the skeleton attacking him just in time to dodge its axe. A cat and mouse game ensues with the Doctor impersonating a skeleton by keeping still and holding an axe in his hand. However when the Doctor attempts to move away, the skeleton spots him trying to escape and cleaves the axe shaft in two. Meanwhile back on the TARDIS, Romana and Adric are arguing about the trustworthiness of the men from Rorvik's crew outside, with Romana deciding to exit the TARDIS and introduce herself to the men, ordering Adric to stay put. They both have a conversation with Romana commenting on the mass detector and Rorvik questioning her on the whereabouts of Biroc, with Romana commenting on the subjectivity of memory. After explaining the problems concerning their ship, Romana then gives a signal on cue signalling danger before being escorted by Rorvik's men. After they leave Adric peeks outside the TARDIS doors. In the abandoned building, the Doctor is confronting two skeleton warriors when he points out that he "usually gets along with machines so well". The Doctor tricks the skeletons into killing each other by staying still and letting them hit each other with their weapons, thus getting himself out of a predicament. Adric and K9 exit the TARDIS against Romana's orders to follow her, with K9 experiencing calculation errors due to the damage sustained earlier. Adric tells K9 to stay put and while he is away, K9 manages to restore calculation errors. In the spaceship, Romana is hooked up to navigation equipment exactly like Biroc was earlier, but is initially found ineffective in controlling the navigation equipment. As a result of this failure, Rorvik announces to his crew that they need to bring more Tharils out of hibernation to be navigator, despite his own acknowledgement of the risks involved in their survival. However when an image on the navigation screen is found, the crew decide that Romana is useful as a navigator and leave her in the seat despite the risks. Rorvik decides to exit the spaceship with his crew when one of them can't come out due to a leg injury. This however turns out to be a ruse as the same man along with his companion walk normally with the door closing behind them. Back at the building, the Doctor attempts to extract information out the skeletons by tweaking their machinery with a sharp dagger. After a few taps a mechanical voice from the fallen skeleton identifies itself as the "Gundan" whose directive is to "kill the brutes". It emerges that the Gundans are machines designed by human slaves of the Tharils to fight back against their masters, who fled to safety through the "gateway". When the Doctor attempts to find out the exact nature of the gateway, the Gundan shuts down from power failure, frustrating the Doctor when the conversation was "just getting interesting". The Doctor wishes that an alternative power source was nearby when he is surprised by K9's arrival. The Doctor uses K9 to obtain more information from the machine, who reveals that there are three gateways and they are one, implying that although they are different entrances, they have the same exit and that the "masters" came from the gateway. While this is happening Rorvik and his men find the Doctor talking to the machine and just when they were getting very close to finding out the gateway's secret, one of the Gundans decapitates the other Gundan and then retreats through a gateway. During the chaos the Doctor escapes with K9, who is even lower on power supply, and when the crew catch up to the Doctor, he escapes through a gateway by walking backwards into it. Back on the spaceship, two of the crew members staying behind wheel out one of the hibernating Tharil and manage to revive the creature with a large electric shock presumably at the cost of their lives. The creature emerges from underneath its covering and finds the navigation deck with Romana still trapped in the chair. She screams as the Tharil touches her with its hand. The Tharil, whose name is Lazlo, frees Romana. When Aldo and Royce search for him, he hides, and Romana pretends she is still connected to the machine. The Doctor can see Rorvik and his men on the other side of the mirror. Biroc explains to the Doctor that the mirror is a gateway to E-Space. The Doctor's damaged hand is healed by the time winds, and K9 can pass through the mirror and be healed, but for him it wouldn't be permanent. Biroc and the Doctor go to a mansion. K9 is getting worse, and when he hears Packard and Lane discussing odd readings, K9 decides to investigate. Packard and Lane have noticed that distances seem to be getting shorter. They go back to the ship, seen by Adric, who follows them and meets up with Romana. Romana and Adric follow Lane to the damaged area of the ship and discover that the ship's hull is made of dwarf star alloy. K9 finds Romana and Adric, repeating warnings. Adric tries to shut him up, and Romana is captured by Lane and Packard. In the ship Lazlo rescues Romana and takes her to another timeline. Adric and K9 hide on the MZ laser which the slavers are taking back to the Gateway. In the Gateway, the men see Lazlo and Romana pass through the mirror. Lazlo is healed, and he and Romana go to the mansion. They see the Doctor and Biroc eating at a table with Tharils. Biroc tells the Doctor the Tharils crossed the timelines to build an empire, enslaving humans. When the Tharils turn on the Doctor, Romana runs to him. Gundan robots enter, signalling the start of the human rebellion. The Doctor and Romana suddenly appear in the same hall but at a different time, surrounded by Rorvik and his men. Rorvik won't listen when the Doctor says only time-sensitives can go through the mirrors. K9 arrives and tells the Doctor that the dwarf star alloy in the slavers' ship is causing the Gateway to contract. Rorvik threatens the Doctor, who is standing near the mirror. Biroc, on the other side, tells him to do nothing. Adric arrives and threatens the slavers with their own MZ laser. The Doctor and his friends escape. The slavers see their ship just outside and realise the Gateway is contracting further. They fire at the mirrors but are unable to break through. Rorvik decides to use a backblast to break the mirrors, but the Doctor realises it would destroy everything. He and Romana head for the ship to short out its power. Meanwhile, Rorvik has his men revive the Tharils, aware that most may not survive, because they will need a navigator. Sagan tries to revive the Tharils, but trying to speed up the process doesn't work, electrocuting the Tharils instead. Rorvik finds the Doctor and Romana, but they are rescued by Biroc, who brings them to safety of the TARDIS. The Doctor now understands why Biroc told him to not do anything. Lazlo kills Sagan and revives the rest of the Tharils. Romana informs the Doctor that she is staying in E-Space to help Biroc free his people. K9, unable to function on this side of the mirror, stays with her. Rorvik starts up his engines, and Biroc takes Romana and K9 through the mirrors while the TARDIS dematerialises. The energy from the backblast destroys the slaver ship, but the Tharils are able to phase to a different timeline and escape the destruction. The TARDIS returns to N-Space. Romana and K9 are ready to start their new lives. On present day Traken, Consul Tremas is marrying Kassia. Tremas and Kassia enter the Keeper's chamber to receive his blessing. Tremas is the Keeper's named successor. In the grove, Kassia tends to Melkur for what is supposed to be the last time. She pours out her heart to the inanimate statue about her concerns, that once Tremas becomes Keeper, he will be taken from her. A voice is heard emanating from Melkur echoing her word "soon". A short time later, Fosters find a body outside the Grove and the Consuls are summoned to a meeting by Kassia. Tremas scans the area, but the readings are off the scale of his instrument. He says that it means some force is taking control of Traken. Believing the man to have been murdered, Kassia says that the great danger necessitates that the Fosters be armed, but the Consuls cannot agree among themselves and summon Proctor Neman. The TARDIS emerges in the Grove, opposite to the Melkur statue. As the Doctor and Adric exit the Grove, they are surrounded by armed Fosters. The consuls vote to summon the Keeper, just as the Doctor and Adric are brought before them. Neman and the other Fosters are sent to check the presence of the Doctor's craft in the grove, but before they arrive, red light is seen shooting from the Melkur's eyes towards the TARDIS, causing it to disappear. Melkur is later seen striding from the Grove towards the Court room. The Consuls ask about the identity of the Doctor and Adric, and Melkur stands at the doors of the room seen only by the Keeper, its eyes glowing red. The Doctor asks the Keeper to identify them, but he cries out, "Evil! The sanctum is invaded! Evil, infinite evil!" The Keeper then vanishes, and Melkur moves out of sight. The Consuls and the Fosters then point their weapons at the Doctor and Adric, and close in on them. Kassia describes the Doctor and Adric as creatures of evil before becoming overwhelmed and fainting. Seeing Tremas's instrument, the Doctor says that he could use it to detect the high energy beam used to attack the Keeper. Meanwhile, Melkur is seen attacking Fosters with lasers shooting from its eyes. Tremas speaks up for the Doctor and Adric, and invokes Consular privilege to protect them. Kassia is particularly displeased. Consul Seron says that should they breach any law, Tremas's life will also be forfeit. Meanwhile Kassia rushes to Melkur and starts hiding the bodies of the Fosters. The following day, Tremas and the Doctor go to the Grove to search for the TARDIS. Meanwhile, Adric and Tremas's daughter Nyssa are conducting a Fourier analysis of the energy readings. In the Grove, Kassia is seen again conversing with Melkur. He gives her a band and asks her to wear it as a token of her allegiance, and she places it around her neck. When the band glows red, Melkur commands her to go forth and be its eyes and ears. Kassia informs it that Seron will enter rapport with the Keeper instead of Tremas, but Melkur is not concerned. Tremas and the Doctor enter the Court room, where they see Kassia emerging from the source chamber in some sort of trance. When she has gone, they descend into the source chamber and enter the grove through a secret entrance. There, the Doctor realises that the TARDIS is in fact present in the Grove, but has been displaced in time. Later, the Source manipulator activates; the Keeper is being summoned — it is Seron's rapport. Watched by Kassia, Seron is enveloped in a column of light. Kassia's band and eyes glow, and she shoots laser beams, killing Seron. At that moment, Tremas arrives, but as the other Consuls arrive Kassia declares that Seron was dead because he was rejected by the Keeper. She orders the Fosters to seize Tremas, the Doctor and Adric, but they flee to the grove, where they are found by Kassia and the Fosters, who catch them in a net. Kassia returns to the Melkur and tells him that the deed is done. However, he answers back, "Oh, no Kassia. It is only beginning." Tremas, Adric and the Doctor are placed in a cell in the penal wing by the Fosters. In the grove, Melkur informs Kassia that Tremas will continue to live as long she continues to obey, and that she must become the next Keeper. Tremas informs the Doctor that Melkur could not come in contact with the Source, as the bio electronics only permit access to a Trakenite. Kassia meets with Katura and Luvic to persuade them that she should be the Keeper-nominate, which they readily do. Meanwhile, Nyssa attempts to get past Neman to see her father. When he will not budge, she shoots him and another guard with a green energy beam. She proceeds to the cell and frees the Doctor and the others. When Kassia finds the stunned Neman, she furiously orders him to search the sanctum and the Grove. The Doctor goes to Tremas's quarters, hoping that they have already been searched. The Doctor asks him if he has the master plans for the source manipulator. The Keeper is dying, and Kassia is summoned by Katura and Luvic. The Doctor and the others try to get to the TARDIS, but are caught in the Grove by Neman and the Fosters. Neman informs them that the Keeper-nominate has sentenced them to death, but a sudden thunder storm terrifies the Fosters and they flee before carrying out the execution. Kassia enters the Sanctum at the moment of the Keeper's death, and seats herself on the Keeper's throne. Inside Melkur, a hideously deformed figure is seen, while behind him is a black wall with roundels. The Melkur statue dematerialises from the grove with a TARDIS-like sound. As Katura and Luvic prepare to use their Consular rings to connect Kassia to the source, the Doctor bursts into the chamber and pleads with Katura not to complete the transition, but she ignores him. Kassia screams in agony, and disappears. The Melkur statue materialises in her place. Melkur commands Neman to confine the Consuls to their quarters. As he does so he begins to fade from the throne before disappearing. The Doctor and Tremas discuss how they might be able to defeat Melkur before he has complete access to the Source. They do not have the five Consular rings, but with the Source manipulator blue-print, the Doctor thinks there may be a way. Melkur dispatches Neman, now adorned with a control band, to secure the blue print document. He enters Tremas's quarters, and asks for the blue print to be handed over. The Melkur statue materialises within the room, and when Tremas refuses to release the document, Melkur shoots energy beams from his eyes at him. The Doctor releases the document, and Melkur burns it with its energy beam. The Doctor knocks Neman and the Fosters' heads together, and retrieves Tremas's Consular ring. Nyssa and Adric complete construction of a servo-shutdown, with which they can sabotage the source manipulator. The Doctor goes to the sanctum, and prepares to try to break the encryption of the Source security system. Nyssa and Adric enter the Source manipulator chamber and prepare to attach the device. Tremas tries to make a defiant stand against Melkur, but Melkur mentally controls him. Neman is brought forth and hands his weapon to Tremas. Under Melkur's willpower, Tremas shoots down Neman. Melkur outlines its plans of conquest. The Doctor is drawn within the Keeper's inner sanctum, before both he and the Melkur disappear. Inside Melkur, the Doctor immediately recognises the disfigured creature as the Master. The Doctor is paralysed when the Master keys his TARDIS' systems to his bio rhythms. The Master explains that he is nearing the end of his twelfth regeneration, and that with the powers of the Keeper of Traken he can extend his life beyond this final limitation of a Time Lord. Just as he is about to attack the Doctor to take his body, the servo-shutdown begins to destabilise the Source. The Doctor, able to move once again, smashes through a glass panel to escape. With the encryption broken, Adric's sabotage of the Source is reversed. Luvic runs to the throne to become the new Keeper before the Source dies. Adric and the Doctor return to the TARDIS. As things settle down on Traken, Tremas investigates a mysterious longcase clock. When he touches the clock face, he is transfixed and the door of the clock opens. The Master emerges and merges with Tremas. Laughing, the newly-rejuvenated Master enters the clock, which is in fact his TARDIS. Seconds after the Master's TARDIS has dematerialised, Nyssa comes looking for her father. She calls to him, but there is no answer. A policeman is talking from the telephone of a police box, as a TARDIS materialises around it in disguise. Suddenly, the phone goes dead, the door opens, the policeman is dragged struggling inside and there is an evil chuckle. Meanwhile, the Fourth Doctor is pacing around the TARDIS Cloister Room, pondering decay and entropy. As he and Adric prepare to leave, the large bell in the centre of the room begins to ring. This worries the Doctor. The sound of the Cloister Bell is a sign of impending universal catastrophe. To divert himself, the Doctor decides to repair the TARDIS' chameleon circuit, which has frozen it into the shape of a police box. To do this, he intends to materialise the TARDIS around a real police box, and then obtain its precise measurements in thirty-seven dimensions. With these measurements, he will have the inhabitants of the planet Logopolis produce a mathematical calculation — a Block Transfer Computation — to reset the circuit. However, the "police box" he materialises around is actually the TARDIS of the Master, who has survived their encounter on the planet Traken. When the Doctor materialises around the Master's TARDIS, a recursive loop of TARDISes within TARDISes is formed. Meanwhile, an airline stewardess, Tegan Jovanka, is being driven to the airport by her Aunt Vanessa. The car breaks down and Tegan decides to go to the "police box" for help, but finds herself lost in the TARDIS instead. The Doctor and Adric enter another police box in a duplicate TARDIS. The Doctor, telling Adric to wait behind, finds himself outside the box. He meets police officers, led by a Detective Inspector, who have found the shrunken, dead bodies of Tegan's aunt and the other policeman. The Doctor realises that the Master has escaped from the planet Traken and must be somewhere nearby. The police think the Doctor has caused the incident, but Adric creates a distraction with the policeman's bicycle he has found. This allows the Doctor to escape. In the distance, a mysterious, white-clad stranger watches the proceedings. Realising that the shrunken bodies are the trademark of the Master, the Doctor decides to materialise the TARDIS underwater, to literally flush him out. The Doctor misses the River Thames, however, and lands on a small jetty instead. The mysterious stranger appears here too. He beckons to the Doctor, telling him to go to Logopolis. As the TARDIS arrives on Logopolis, Tegan finds her way to the control room, annoyed. She asks where her aunt is. The Doctor, realising that Tegan's aunt was the dead woman in the car, evades the question. Once they exit the TARDIS, the Doctor asks the Logopolitan leader, the Monitor, for his help. The Logopolitans are able to model reality by pure mathematics and whatever they calculate can take physical form. Since block transfer computations cannot be calculated by machines or computers, the Logopolitans speak aloud a line of calculations and pass the results on. Unknown to the group, the Master has arrived on Logopolis and killed several Logopolitans. This disrupts the calculations for the TARDIS. When the Logopolitans produce the requested computation, the Doctor tries it on the TARDIS. It shrinks to half its normal size and causes strange effects inside the ship. The Logopolitans try to stabilise the TARDIS. They use sonic projectors to produce a stasis field while the Monitor and Adric attempt to uncover the fault. Meanwhile, Nyssa has been brought from Traken by the Watcher, the mysterious white figure the Doctor spoke with. She is searching for her father. The Monitor and Adric work through the city and discover the shrunken bodies of three Logopolitans. Fixing the error this has caused, they bring the new computation to the TARDIS. Tegan holds the notes up to the TARDIS so the Doctor can read them through the scanner and correct the fault. The Doctor emerges from the restored TARDIS and tells Tegan that her aunt is dead. Meanwhile, Nyssa finds the Master, whom she believes is her father as he is inhabiting Tremas's body. The Master gives her a bracelet; it is actually a device which will allow him to control her actions. The Master attaches a device to the sonic projectors and sets up a counterwave that brings silence to the Central Registry preventing the Registers from making their calculations. He goes to the Registry's control room (a replica of the Pharos Project on Earth, a radio telescope tasked to seek out signs of extraterrestrial life). He demands the Monitor tell him the true purpose of Logopolis. The Doctor arrives with Adric and Nyssa. Adric deactivates the Master's device, but Nyssa, who is controlled by the Master, attempts to throttle him. Tegan restores the device and the Master repeats his demand. The Monitor warns the Master that bringing Logopolis to a halt will cause universal disaster, but the Master replies that it is only a temporary effect. He attempts to demonstrate this assertion by deactivating the suppression device. The silence persists. The calculations do not resume. They go outside, and find all the Logopolitans dead, crumbling to dust, and the city collapsing. The Master thinks this is a trick and tries to have Nyssa strangle the Monitor, but the control device ceases to function. He tries to increase the device's power, but it falls apart as local decay increases. The Monitor explains the situation: the universe has long ago passed the point of heat death. To stave off final collapse, the Logopolitans have been modelling temporary Charged Vacuum Emboitments, like the one through which the TARDIS was previously transported into E-Space. The excess entropy generated by the universe had been passing through the CVEs to other universes. The Master's interference has closed the CVEs and the universe is now dying at last. The Doctor realises he has no choice. To save the universe, he has to work with the Master. He orders his companions into the TARDIS. When they argue about him working with the Master, the Doctor points out that he never chose to travel with any of them; Adric came aboard as a stowaway, Tegan's curiosity brought her into the Doctor's life and Nyssa came to him asking for help finding her father. With that, the three return to the TARDIS. The Master holds out his hand to the Doctor on their agreement to work together. "One last hope," says the Doctor and they shake hands. Adric, Nyssa and Tegan enter the TARDIS. The Doctor has the Watcher take it out of space/time. However, Tegan refuses to cooperate and follows the Doctor, Master and Monitor back to the Logopolis control room. The Monitor reveals that they had been completing a program to make the CVEs permanent. He prepares to use it on one of the surviving CVEs, but entropy takes hold of him. He disintegrates before their eyes. The Doctor dismantles the computer and realises the program is stored in bubble memory that they can use with the real Pharos Project. The Doctor, Master and Tegan escape from Logopolis in the Master's TARDIS. Adric and Nyssa watch helplessly in the Doctor's TARDIS as a portion of the universe is wiped out by encroaching entropy — including Traken. On Earth, the two Time Lords reconfigure the Logopolitan program and feed it into the Project's computers, but the Master points out that the transmitter is pointed away from the last surviving CVE. After speaking with the Watcher, Adric brings the Doctor's TARDIS to Earth as the Doctor and the Master run to realign the dish. The Doctor's companions distract the guards and the two Time Lords go to the dish's control room, hooking up a light speed overdrive from the Master's TARDIS to ensure the signal gets to the CVE in time. On transmission of the program, the CVE begins stabilising. The Master's co-operation with the Doctor has been a ploy, however. Holding the Doctor at gunpoint with his Tissue Compression Eliminator, he transmits a message to the peoples of the universe, saying that if they do not acknowledge his rule, he will send a signal to close the CVE and restart the collapse. Realising that the Master has control of the CVE "only while that cable holds" the Doctor climbs onto the radio telescope's gantry to disconnect the power cable and the Master tries to prevent him by tilting the dish. The Doctor disconnects the cable, but falls off the tilted gantry. As he hangs onto the disconnected cable, visions of old enemies mock him: the decaying Master, a Dalek, the Captain, the Cyber-Leader, Davros, a Sontaran, a Zygon and the Black Guardian. Losing his grip, the Doctor plummets to the ground. The Master enters his own TARDIS, dematerialising before the Pharos Project guards reach the control room. The Doctor's companions run to where he has fallen. Dying, the Doctor sees visions of the companions that have accompanied his current incarnation on his travels: Sarah Jane Smith, Harry Sullivan, Brigadier Alistair Gordon Lethbridge-Stewart, Leela, K9 and Romana's first and second incarnations. Smiling, he looks up at his companions who has gathered at his side and says, "It's the end but the moment has been prepared for." They turn to see the Watcher approach, and Nyssa realises that "he was the Doctor all the time." As the companions look on, the Watcher merges with the dying Doctor, triggering his fourth regeneration. Moments later the Fifth Doctor sits up, beaming with a delighted grin. The new Doctor collapses as his companions try to carry him back to the TARDIS, and they are all captured by the Pharos Project guards. The unconscious Doctor is loaded into an ambulance while his companions are frisked for weapons. Adric tries to convince the sceptical guards that he and his friends are alien intelligences who came in answer to the Pharos Project's call. This distracts them long enough for Tegan and Nyssa to steal the ambulance and drive it to the TARDIS. Once inside, the Doctor regains consciousness and bolts into the corridors. Before Tegan and Nyssa can follow him, the Master's TARDIS materialises outside, and bolts of energy strike down Adric and the guards. Tegan and Nyssa emerge from the Doctor's TARDIS just as the Master's vanishes, leaving a stunned Adric kneeling amongst the unconscious bodies of the guards. Tegan and Nyssa usher him into the TARDIS, where he immediately crosses to the console and sets the controls for flight. Without so much as a word of thanks, Adric then sets off to join the Doctor, who is unravelling his old clothing to leave a trail as he searches his ship for its Zero Room. The Doctor's erratic personality is beginning to disintegrate, and he drifts through behavioural patterns of his previous incarnations, calls Adric by the names of former companions - and realises that his regeneration is failing. While waiting for the Doctor and Adric to return, Tegan and Nyssa discover the TARDIS data bank and try to find its index file. The frustrated Tegan eventually points out that if they had an index file they could look up the index file in the index file under "index file". Nyssa points out that this is a perfect example of the mathematical concept of recursion, and Tegan, musing on the power of the word "if", realises that "I.F." stands for "Index File". They are thus able to access the TARDIS' destination setting and determine that they are on a programmed course and unlikely to crash. But they have no idea what "Hydrogen Inrush : Event One" means. The oddly unresponsive Adric abandons the Doctor in the corridors and sets off in search of the Zero Room on his own, growing ever more worried and panicky as he does so. The Master, watching from the safety of his own TARDIS, is amused by his behaviour, knowing Adric will never be free until their task is complete. The Doctor, left to his own devices, finds a room filled with cricketing equipment and changes into a cricket outfit with a beige coloured trenchcoat and a panama hat which is to be his new attire. He then hears the distant sound of the Zero Room door slamming shut, and rushes off to investigate, running into Tegan and Nyssa on the way. He is continuing to weaken and nearly collapses before Nyssa finds the Zero Room, an environment completely isolated from the rest of the Universe. Once cut off from the complexity of the outside world the Doctor's health is restored, although it will take quite some time for him to fully recover from the stress of his latest regeneration. The Doctor drifts off to sleep, telling his companions that they will all have their parts to play in helping him to heal. But Tegan and Nyssa see Adric pinned against a wall of the Zero Room -- and he warns them that he is in fact a Block Transfer Computation and that the real Adric is now a prisoner of the Master. The image of Adric breaks up while warning the girls to check the co-ordinates; the Master made him set a trap. Nyssa decides to investigate on her own, leaving Tegan to watch over the Doctor while she returns to the console room. On her way back, she notices that the ambient temperature in the corridors is increasing. Meanwhile, the Master muses over the curious fact that the image of Adric had nearly developed a will of its own towards the end. The Doctor awakens, convinced that something is wrong somewhere - and then the cloister bell begins to sound. He insists upon investigating but as soon as he steps out of the Zero Room he falls as though struck. Tegan orders him to remain in the Zero Room while she finds out what's going on. The Doctor is unable to remain in the Zero Room and do nothing, but when he emerges the TARDIS begins to buck under some sort of turbulence and throws him unconscious to the floor. Tegan arrives in the console room as the temperature continues to increase, to find that Nyssa has used the data bank to research the "Hydrogen Inrush" - and has discovered that Adric programmed the TARDIS to travel back in Time to the creation of the universe. As the TARDIS begins to shake with turbulence, the Master appears on the TARDIS' scanner, gloating, as Adric hangs pinned in a web of power lines in the background. Nyssa turns off the scanner screen so she won't have to see the Master any longer, and she and Tegan try to find some way of escaping from the time pressure of Event One. The Master, meanwhile, hovers nearby in time and space, using Adric as a source of mathematical calculations to generate Block Transfer Computations. He attempts to visualise the destruction of the Doctor's TARDIS, but Adric's resistance interferes with the reception. The Master suggests that as the Doctor is doomed, Adric might as well join forces with him and co-operate willingly and after some thought, Adric agrees. The Doctor regains consciousness as turbulence drops medical supplies from a TARDIS roundel onto his head and sends an electric wheelchair rolling down the corridor towards him. He manages to get to the console room, where Nyssa realises that the neurochemical reactions stimulated by the crisis have focussed his concentration. For the moment at least, he is thinking clearly, and he sends Nyssa to vent the TARDIS' thermal buffers while showing Tegan how to use the Architectural Configuration. If they delete a quarter of the TARDIS' internal structure they will generate enough power and thrust to escape the time pressure of Event One. But as the temperature inside the TARDIS returns to normal the Doctor's body chemistry stabilises -- and he loses consciousness before he can explain how to ensure that the console room is not deleted. Tegan and Nyssa have no choice but to delete a quarter of the TARDIS at random. The Master watches and gloats as the TARDIS is apparently destroyed in the nexus of Event One. He prepares to release Adric from the power web, as he no longer requires his backup plan -- or so he thinks until he finds residual power in the Hadron lines, revealing that Adric is picking up an image and hiding it from him. He boosts power through the web, burning through Adric's resistance - and revealing that the TARDIS has survived and escaped Event One after all. Tegan and Nyssa look up information on failed regenerations in the TARDIS data bank, and find a suggestion that Time Lords can relax in Dwellings of Simplicity with little or no technological advancement. The suggested location is Castrovalva, the central habitation of the planet that forms the Andromedan Phylox Series - according to the TARDIS records at this point. Tegan prepares to pilot the TARDIS to Castrovalva while Nyssa returns the Doctor to the Zero Room. The Doctor, sceptical that Tegan can actually pilot the complex time machine, is convinced that someone else is responsible for the journey - although he can't think of who might be. But he soon has a greater problem, as Nyssa opens the doors of the Zero Room to reveal that it has been jettisoned. Tegan apparently pilots the TARDIS to Castrovalva and lands in the forest outside, materialising the ship on an angle. Meanwhile, the Doctor has given his sonic screwdriver to Nyssa and told her to take the doors off the wall - and when the ship touches down the door of the Zero Room falls off its loosened hinges and balances against the wall. The Doctor, partially shielded underneath, begins to recover and is finally able to explain that they can build a Zero Cabinet out of the pieces of the Zero Room which remain. Nyssa and Tegan then prepare to carry the Zero Cabinet to Castrovalva, balancing it on the electric wheelchair; but as the journey progresses they accidentally knock the wheelchair into a creek, shorting out its motor and locking its wheels. Nyssa falls into the creek while retrieving the wheelchair and finds that her ion bonder is now waterlogged. Unable to repair the wheelchair, they are forced to continue their journey on foot - unaware that they are being observed. As evening approaches, Tegan spots Castrovalva in the distance, a walled city atop a tall cliff. Nyssa hides the Zero Cabinet under a covering of leaves, just in case, and she and Tegan set off to look for a way in - unaware that nearby, spear-carrying warriors dressed in feathered suits of armour have observed their arrival and are discussing what to do about it. The Doctor, unaware of the warriors' presence, opens the Cabinet. Soon afterwards, Nyssa and Tegan return, having failed to find an easy way into the city - only to find blood on the ground, the Cabinet open, and the Doctor missing. Nyssa and Tegan follow the trail of blood away from the Cabinet, trying to find the Doctor while avoiding the feathered warriors in the forest. They eventually spot the Doctor some distance away, but although they call out to him he doesn't recognise his own name -- all he knows is that he, too, is looking for someone called "the Doctor". He follows the trail of blood to a doorway in the cliff, where a group of warriors who have killed a wild pig are waiting for their fellow, Ruther, to arrive. Ruther's group arrives carrying the Zero Cabinet, and Ruther finds the Doctor hiding in the bushes. The warriors take the Doctor into Castrovalva with them, and Nyssa and Tegan arrive seconds too late as the door seals itself shut. The Doctor is surprised to find that Castrovalva is a pleasant, villa-like city with an open courtyard, tiled floors, and soft pastel colours in its walls and pillars. Furthermore, the "warriors" are all in fact placid, middle-aged men who are greeted upon their return by Shardovan, the dour town librarian. Castrovalva is in truth a most civilised town, and its inhabitants were merely engaged in an exercise programme and were wearing old suits of armour to stiffen their resolve for the hunt; Shardovan did not go as he is too tall to fit into the available armour. The Doctor, still uncertain as to his own identity, is taken to the guest rooms to spend the night; there, he is greeted by the Portreeve, a kind elderly man who oversees the daily life of Castrovalva. The Doctor drinks a medicinal tonic prescribed by the town's herbalist, Mergreave, and goes to sleep, assured by the Portreeve that he'll soon find the Doctor he seeks. Nyssa and Tegan scale the walls to get into Castrovalva, and are surprised when a rope ladder is lowered down to them. Inside, Shardovan decides not to tell the Portreeve about the new arrivals, and is unpleasantly surprised to find that the Portreeve is already aware of them and has been standing on the walkways above the courtyard all this time. Mergreave shows Tegan and Nyssa that the Doctor is sleeping peacefully and shows them to their own guest quarters. But Adric emerges from the shadows in the Doctor's room, and watches them go. The next morning, Nyssa leaves Tegan sleeping peacefully and sets off to explore Castrovalva. While passing through the courtyard she encounters a group of Castrovalvans carrying the Zero Cabinet, and redirects them to the Doctor's room. There, Adric appears to her, and warns her not to tell the Doctor about his kidnapping; it's important that the Doctor remain in Castrovalva until his regeneration is complete. Adric's image then breaks up, as the Doctor awakens, feeling much better. The Master is satisfied; now, they will remain untroubled by the Doctor's meddling. The Doctor, Tegan and Nyssa breakfast with the Portreeve, and then Nyssa and Tegan set off to search the town library for books on telebiogenesis. Unfortunately, the library has no technical section, and they decide to read up on the history of Castrovalva instead. Meanwhile, the Portreeve shows the Doctor the source of his knowledge: an ancient tapestry designed with long-forgotten techniques, which reweaves itself to display events of great importance such as the Doctor's arrival. As the Doctor watches the images of Tegan and Nyssa carrying him through the forest he begins to get the impression that someone's missing, and a chance encounter with a young girl inspires him to remember Adric. The Doctor returns to his room to confront Tegan and Nyssa, who are forced to admit what has happened. The Doctor insists upon leaving Castrovalva immediately to rescue Adric. They pass through the town square, where the women of Castrovalva are doing their laundry - but find their path leading impossibly back to the square, no matter which direction they take. The Doctor collapses, suffering a relapse as a complex spatial distortion begins to take effect around him. Tegan and Nyssa manage to get him back to his room, only to find that the Zero Cabinet has been removed - and outside the window, the distortion of Castrovalva is much more apparent. The town is deliberately folding in on itself, and the Doctor and his companions are trapped. The Doctor collapses, urging Nyssa and Tegan to find the Zero Cabinet. For the moment, he is able to block out the effect of the spatial anomaly by placing a silver-backed mirror in front of the window. While waiting for his companions to return he leafs through the history of Castrovalva and finds a piece of paper with some very curious implications. Mergreave arrives, and the Doctor questions him about the geography of Castrovalva. He seems not to understand the Doctor's confusion until the Doctor has him draw a map of Castrovalva on the back of the mirror -- and he is taken aback to discover that he can locate his single pharmacy in four different locations on the map. Ruther leads Nyssa and Tegan in circles about the town but seems to see nothing amiss. Tegan is convinced that the people of Castrovalva are all involved in a conspiracy, but Nyssa suspects that they are also a part of the mathematical recursion affecting the town. They finally realise that the women in the square are doing their laundry in the Zero Cabinet and demand that it be returned to the Doctor. There, the Doctor tests Ruther, who is also surprised to find that he can find a single location in four places on the map. The Doctor is convinced that he is overlooking something obvious about the history of Castrovalva - and the notes he has found, in Shardovan's handwriting, indicate that Shardovan also knows what it is. The Doctor suspects that the books are forgeries, to cover up something about Castrovalva's real history - if indeed there is one. The Doctor requires answers from the Portreeve but must be carried to his home in the Zero Cabinet; but while Tegan ushers Mergreave and Ruther out of the room, the Doctor suggests an alternate plan to Nyssa. When Tegan and Nyssa emerge from the Doctor's rooms with the Cabinet, Tegan rebuffs Shardovan's offer to help carry the Cabinet. Shardovan is then lured away from the procession and confronted by the Doctor, who filled the Cabinet with all thirty volumes of the history of Castrovalva. He knows from Shardovan's notes and refusal to join the hunt that Shardovan suspects the whole history of Castrovalva is a fiction; but even the Doctor fails to realise the extent of the fiction until Shardovan points out the obvious fact he has overlooked: the books are five hundred years old, but they chronicle the history of Castrovalva to the present day! Shardovan takes the Doctor to the Portreeve's home, to break in and confirm the Doctor's suspicions about the true nature of Castrovalva. The Portreeve dismisses all townspeople but Mergreave and Ruther, who stand by in confusion as the Portreeve sheds his disguise, revealing himself to be the Master. Castrovalva is in reality a Block Transfer Computation, brought into existence and maintained by Adric's calculations; the entry in the TARDIS data bank was planted by Adric to lure the Doctor into the trap. The Master attempts to break into the Zero Cabinet, insanely determined to have one last look at the Doctor's face before he destroys him, but the Doctor breaks in and confronts him. The Doctor rips down the ever-changing tapestry to reveal Adric pinned behind it in a web of power lines. The Doctor is powerless to stop the Master as he begins to dispose of the bait, casually causing Ruther to vanish when Ruther tries to attack him. But Shardovan demonstrates his free will by swinging from the balcony on the chandelier into the web, giving his life to break the strands and release Adric. Without the support of Adric's constant calculation, the computation that is Castrovalva begins to collapse in upon itself. The Master tries to flee in his TARDIS, which was disguised as the Portreeve's fireplace, but space is folding in too fast and his TARDIS is unable to escape from Castrovalva. Mergreave tries to lead the Doctor and his friends to safety but soon even he can no longer find his way about - but Adric, who created Castrovalva, can see clearly and guides his friends out through a breach in space onto the hillside. As the Master rushes for the breach, Mergreave remains to hold him back, and the Doctor is forced to watch helplessly as the breach closes up, trapping the Master along with the doomed Castrovalvans. As Castrovalva disappears permanently, the Doctor and his companions jog back to the TARDIS. There, the Doctor reveals to Tegan's disappointment that she did not pilot the TARDIS after all; the whole flight had been pre-programmed by Adric and the Master; of the latter, the Doctor says, "The Master leaves nothing to chance." But she need not worry about piloting the TARDIS away; the Doctor's regeneration has finally concluded, and he cheerfully says that "Whoever I feel like, it's absolutely splendid." The Doctor tries to return Tegan to Heathrow Airport, but the TARDIS lands on a technologically advanced ship. The Doctor goes out to investigate and sees a monopticon surveying them. He returns to the TARDIS and emerges with Adric, Nyssa and Tegan. All four must wear helmets to breathe. The Doctor addresses the monopticon, hoping whoever is using it for surveillance will see they are friendly. He queries it on their location. A door opens. Seeing this as a friendly gesture, the Doctor goes through it, followed by Tegan. Nyssa and Adric stay in the room to operate some machinery there. Tegan and the Doctor eventually find themselves on the ship's bridge and meet the Monarch and his two associates, Enlightenment and Persuasion. The Monarch is interested in the Doctor and Tegan's knowledge of current and past Earth culture. He reveals the ship is bound for Earth. Tegan draws a picture of male and female uniforms at Heathrow for Enlightenment. Tegan and the Doctor leave the bridge and meet up with Nyssa and Adric. Nyssa claims she saw a humanoid man. The Doctor doubts this until one emerges, dressed in a Greek toga, to ask them to follow him. They are led to a dining chamber and seated at a table, to be joined by an Aborigine (Kurkutji), a Mayan (Villagra) and a Chinese mandarin (Lin Futu). They are representatives of their respective cultures; the Greek (Bigon) represents ancient Greece. The last guests to join them are Enlightenment and Persuasion, who have transformed into the humans Tegan sketched. The TARDIS crew are reunited as guests aboard the ship. It soon becomes apparent there are four distinct human cultures represented by a small group of humans: Ancient Greeks, the leader of whom is the philosopher Bigon; Chinese Mandarins and their leader Lin Futu; Princess Villagra and representatives of the Mayan people; and Kurkutji and his tribesmen, of the Australian Aboriginal culture. The Urbankans have visited Earth, each time getting speedier in their journeys. This time they have left their homeworld after erratic solar activity, storing three billion of their species on slides aboard their craft. It seems the current journey is their last and they wish to settle on Earth, which they are due to reach in four days. Bigon demonstrates to an astonished Doctor that within his chest and beneath his face there is just a mass of electronics. Holding up a printed circuit connected to his chest, he states: "This is me." The Doctor becomes suspicious of the Monarch. He learns the Urbankans don't plan on a peaceful co-existence with humans. Instead, they will use a toxin that the Urbankans produced from their own bodies during the "flesh time" before they were converted to androids, which causes organic matter to shrink away to nothing. It will be unleashed before the Urbankans disembark. The Doctor discovers the humans aboard are not descendants of the original abductees. The original people were taken from Earth and converted into androids, just like the three Urbankans. This revelation causes a panicked Tegan to use a spare key to get into the TARDIS, and she tries to pilot it back to Earth, but only succeeds in materialising it in space next to Monarch's ship. The four leaders have been given additional circuits to help them reason, but this faculty can be taken away, as Bigon learns when he crosses Monarch once too often. He explained to the Doctor that Monarch strip-mined and destroyed Urbanka in a quest for minerals to improve the ship, and now plans to do the same to Earth. Monarch believes that if he can move the ship faster than the speed of light, he can pilot it back to the beginning of time and discover himself as God. Adric is restrained as, on Persuasion's orders, the Doctor is forced to his knees and one of the Greek androids raises a sword to decapitate him. Nyssa uses the Doctor's sonic screwdriver and a pencil to short out the androids and save his life. Adric stops Persuasion from shooting the Doctor by standing in the way and the Monarch announces the Doctor is not to be harmed. Despite these events, Adric is taken with Monarch, and relations between the Doctor and him become very strained. It takes the truth to break the alien's hold over the boy. The Doctor sets about overthrowing Monarch and, with the help of the human androids led by a restored Bigon, a revolution begins. The Doctor is forced to go out into space in order to retrieve the TARDIS, but Persuasion attempts to stop them. The Doctor and Adric tear out Persuasion's circuit and throw it into space. Enlightenment then tries to stop them and stuns Adric before the Doctor is able to get back into the TARDIS. Adric recovers after Enlightenment strands Doctor in space and tears out Enlightenment's circuit. The Doctor uses his cricket ball to propel himself the rest of the way to the TARDIS. The Doctor then lands the TARDIS back on the ship. Monarch tries to kill the TARDIS travellers by shutting down life support, but they are able to survive with the help of the helmets they brought from the TARDIS. The Doctor retrieves a sample of the Urbankan toxin, intending to analyse it and turn it against its creator, but when an armed Monarch confronts the Doctor, he's forced to use the entire sample against Monarch, who is reduced to just inches tall. It seems he is a product of the weak "flesh time" after all, having never, as the Doctor suspected, been fully converted into an android. Adding insult to injury, the Doctor reveals that Monarch's plan to travel back in time was ridiculous, and would never have worked. With their former ruler now captive and helpless, the humanoid androids decide to pilot the vessel to a new home on a new world, while the TARDIS crew departs. Back in the console room, Nyssa collapses to the floor in a dead faint. A small human expedition has established a domed base on the tranquil jungle planet of Deva Loka to determine its suitability for colonisation, but all is not well. Three members of the team have disappeared, leaving only the overbearing commander Sanders, his second Hindle, and the scientist Todd. Todd's warning to Sanders that he's pushing Hindle to the point of a nervous breakdown go unheeded. Hindle suspects that the native humanoid population, the apparently peaceful and primitive Kinda, are responsible for the disappearances, and is holding two males as hostages. The TARDIS arrives on Deva Loka. Nyssa is still unsteady after recent events aboard the Urbankan ship, and the Fifth Doctor builds her a delta wave augmenter to help her relax. He, Adric and Tegan explore the jungle and discover a clearing lined with crystalline wind chimes. The Doctor is surprised; the chimes are set up in harmonics, suggesting the presence of intelligent life. While Tegan rests under the wind chimes, Adric and the Doctor find an empty Total Survival Suit (TSS) nearby, a machine built for a standing human to travel. The door to the machine is open but its operator is nowhere to be found. When Adric impulsively closes the machine's door, it activates and marches the Doctor and Adric to the dome. Tegan, meanwhile, falls into a deep sleep as the chimes appear to have a hypnotic effect. Her consciousness is transported to a black void. She encounters an elderly couple playing a board game. They refuse to acknowledge that she exists. She encounters Dukkha, who appears to be the spokesman for a sinister entity. All three have the same mark of a snake on their forearms. Dukkha confronts her with paradoxes of existence; he splits her into two beings and orders them to argue which one is real. At the Dome, the Doctor and Adric are treated with suspicion. Sanders demands to know what has happened to Roberts, the expedition member who was using the machine in the area, but the Doctor explains that it was empty when he and Adric found it. Todd brings the Doctor to see the two Kinda hostages. The males are mute, but while Sanders and Hindle see this as evidence of primitive minds, Todd sees evidence of deeper intelligence. She muses that the Kinda are telepathic, and the ornaments they wear around their necks resemble a DNA double-helix. Todd starts eating an apple and offers one to the Doctor. Outside the window, a lone Kinda male, Aris, watches. Hindle smashes things in the lab after ordering the Doctor and Todd to go see Sanders. Left alone with the two Kinda, he holds up a mirror. Seeing their own faces in the reflection, they appear to believe that he has captured their souls and submit to his will. Todd is appalled when Sanders announces his intention to explore the jungle in the TSS, leaving Hindle in command. Not only does she believe that Hindle is unstable, but all three of the missing expedition members disappeared the same way. Her fears about Hindle are immediately confirmed once Sanders leaves; flanked by his two armed Kinda servants, Hindle announces that he has the power of life and death over all of them. Sanders, in his TSS, draws near to the Kinda village. Panna, the female shaman of the tribe, hears his approach and directs her acolyte Karuna to give him a small box she is holding - the male Kinda are mute but females can speak. Before Sanders comes near, Aris returns to his village in anguish. Panna instructs Karuna to read him telepathically. She senses great pain and anger in Aris, as one of the captured Kinda is his brother. The Doctor, Adric, and Todd are locked in a cell while Hindle dresses his Kinda hostages in colonial uniforms. Meanwhile, Sanders draws nearer to Panna and Karuna. Karuna protests that it is dangerous for a male to take the box, but Panna is resolute. Karuna presents him with the box; Sanders takes it and is overcome by a psychic force. Hindle, now even more unhinged, announces his intention to sterilise an area fifty miles around the dome, using fire and acid, believing the plant life of Deva Loka to be an enemy. Adric manages to persuade Hindle he's on his side, then swipes the cell key. Unfortunately, his attempt to smuggle the key to the Doctor in the cell fails. Tegan, still trapped in the void, is literally arguing with herself. Dukkha returns to taunt her, adding many more Tegans. Dukkha makes it clear what he wants: her physical form. When Tegan demands that he leave her alone, he grants her wish: she is left completely alone. Tegan submits to his will. Taking his hand, the mark of the snake moves from his forearm to hers. She wakes in the clearing with a malevolent grin, now possessed by the Mara. Hindle's plan to punish Adric's treason is interrupted when Sanders returns to the Dome in the TSS. His demeanour is entirely changed, playful and childlike. He offers the box to Hindle, who is terrified at what may lurk inside. Tegan encounters Aris in the jungle. She senses his anguish and taunts him with promises of power. On taking her arm, he receives the mark of the snake and becomes the new host of the Mara. Hindle imprisons the Doctor, Todd, and Sanders in the cell, and orders them to open the box or else he'll have them shot. The Doctor opens it; Todd screams. A jester's puppet pops out of the box. The tension is broken with laughter; the Doctor observes that the Kinda have a sense of humour. Hindle is unamused. However, staring into the box, the Doctor and Todd have a shared psychic experience in which they receive a summons from Panna and Karuna. The dome's power flickers out and the door to the cell opens. Todd and the Doctor take their cue to exit, seeking out the Kinda. Sanders is left in a daze from the box, however, and is left behind. While Hindle decides that the only recourse is to destroy the dome with explosives, the Doctor and Todd encounter the Kinda, led by a jester. The Doctor builds a rapport with the jester with sleight of hand, only to be interrupted by Aris bellowing, "Seize the Not-We!" With the mark of the snake on his arm hidden, Aris invokes a Kinda prophecy that when the tribe is confronted with outsiders (the "Not-We"), a male "with voice" would become the tribe's leader. In the confusion, Karuna leads the Doctor and Todd away from the stunned Kinda. Hindle has rigged the dome to explode, taking a chunk of the jungle with it, ensuring their perpetual safety through death. Adric attempts to play along with the unhinged Sanders and Hindle who are constructing an elaborate model city out of cardboard boxes. The Doctor and Todd meet Panna and Karuna in their mountaintop cave. Aris follows and confronts them. Despite Panna's protests, the Kinda submit themselves to Aris' will, and Karuna joins them to attack the Not-We in the Dome. The Doctor notices the mark of the Mara on Aris' arm; despite her blindness, Panna is aware of it as well. She insists that they must understand. Together they have a shared psychic vision of the Kinda in a circle of timekeeping devices. As the timepieces count down, the jester dances in the circle until the clocks stop: the end of the cycle. Emerging from the trance, they find that Panna is dead. Karuna receives Panna's spirit and is snapped out of her obedience to Aris. She returns to the cave and takes Panna's staff. They realise that the Mara entered Tegan's mind from the Dark Places of the Inside, and is now present on Deva Loka in Aris. Adric seeks shelter from Sanders and Hindle in the TSS, but it activates and he can't control it. At the same time, Aris and the Kinda launch a futile attack on the Dome. Adric in the TSS accidentally opens fire, wounding Aris and making the others flee. The Doctor arrives and calms Adric, freeing him from the machine. Todd and the Doctor confront Hindle and Sanders. Hindle reveals how he is controlling the Kinda hostages: they believe the mirror he held to their faces captured their souls. When the Doctor accidentally steps on one of the cardboard people in Hindle's city, Hindle becomes violent and attempts to detonate the dome. The Doctor restrains him, and in the ensuing struggle the mirror is shattered. Todd persuades Hindle to open the box, and his sanity is restored. The Doctor realises that the Mara may be repelled by its own reflection. They trap Aris in a circle of reflective solar panels, and the Mara separates itself from him. The Mara enlarges itself into a giant snake, but its power is reflected on itself by the mirrors and it dissipates. Aris is free, the Mara is expelled back to the Dark Places of the Inside, and Hindle and Sanders are restored to mental stability. Todd tells the Doctor that she recommend that Deva Loka be classified unsuitable for colonisation and that the unit should be removed. She plans to leave, saying, "it's all a bit too green for me". They reach the TARDIS, and when Todd sees Tegan, Adric and the fully-recovered Nyssa standing outside it, Todd asks the Doctor if he really goes into space in it. The Doctor says the idea is "impossible", if not "ridiculous". The Doctor then says goodbye to Todd, and herds his companions into the TARDIS. He stops in the doorway and says, "I think paradise is a little too green for me, as well". He waves goodbye to Todd and enters the TARDIS. At the manor home of a 17th century family, an unwelcome visitor arrives. In the console room, the Fifth Doctor is telling off Adric for being so reckless with the TSS during the events of their adventure on Deva Loka, pointing out that the whole Kinda tribe could have been wiped out. Tegan is unsure if she is free of the Mara. The Doctor notices a fault in the console. Nyssa is helping Tegan get ready to leave as they prepare to land at Heathrow right after she left. Tegan and Nyssa enter the console room to find that they have landed at Heathrow. three centuries early. Tegan storms out of the TARDIS. The four gather outside the TARDIS. They smell sulphur and head off to find the source. They are attacked by villagers, but escape. In the confusion, Adric drops his TARDIS homing device and the group is separated. A highwayman and proclaimed thespian, Richard Mace, encounters the group and takes them to safety inside a barn. While questioning Mace, they find out that some kind of comet recently landed nearby. The Doctor knows it was no comet and immediately takes interest in the necklace Mace is wearing. It is actually a bracelet used for prisoner control. The group begins searching the barn and comes across several power packs. Since they are far more fragile than the necklace, there were survivors. They set off to the nearby manor of the person who owns the barn. No one answers the front door, so the Doctor and Nyssa find a way in through a window. While searching the manor, they find more power packs, gunpowder, and a mark from a high energy weapon. The Doctor also notices a wall where there shouldn't be one. While he continues his investigation of the wall, Nyssa goes to the front door and lets the others in. When they return to the wall, the Doctor is nowhere to be found. As the four stand there, trying to figure out where he's gone, a figure shuts and locks the door behind them. The Doctor appears through the wall and explains it is a holographic energy barrier. They walk through and join the Doctor. In the cellar, they notice the place smells of Soliton gas. Also in the cellar are several caged rats and the device emitting the Soliton gas. While they search the room, the figure from before, an android, sneaks up on them. It stuns Tegan and Adric. The Doctor, Nyssa and Mace are forced to retreat. The survivor is a Terileptil fugitive. He interrogates Tegan and Adric about the Doctor. Meanwhile, the Doctor and the others find the Terileptil's ship near the manor. They plan how to deal with the android: A sonic booster set up in the TARDIS might just deal with it. As they leave the ship, a group of villagers, all wearing the same device Mace found, approach them. They demand the Doctor come with them. When he refuses, they attack. The three run back into the ship, now under siege by the villagers. The Doctor blasts open the rear escape hatch of the ship and the group escapes into the forest to find the TARDIS. The controlled villagers follow them at a distance. Back in the manor, Tegan and Adric have been placed in a locked room. Nyssa heads back to the TARDIS to work on the sonic booster. The Doctor and Mace go to take a horse from a nearby mill to make their way back to the manor. Tegan and Adric escape from the room and go into the manor proper. Adric jumps out a window before Tegan is recaptured by the android. Just before leaving the mill, the Doctor and Mace are confronted by real villagers and are about to be killed for being "plague carriers". Yet the Terileptil still needs the Doctor. He sends his controlled villagers in to stop them. The villagers throw the Doctor and Mace into a room in the mill. At the manor, the Terileptil has placed one of the bracelets on Tegan. Back at the TARDIS, Adric arrives and assists Nyssa in setting up the sonic booster. The Doctor and Mace disable two of the bracelets and the Terileptil sends the android to retrieve them. Minutes later, the android, in the guise of the Grim Reaper, bursts into the mill, frightens off the villagers and takes the Doctor and Mace back to the manor. They find Tegan under the bracelet's control. The Doctor encounters the Terileptil and his offer to take him away from Earth fails. The Terileptil plans to kill everyone on Earth and take over the planet. Mace is also equipped with a bracelet and the Doctor is thrown in a room where the Terileptil forces the Doctor to drop his sonic screwdriver and then destroys it with his weapon to make sure the Doctor cannot escape. As his ruined tool burns to cinders, the Doctor sadly remarks, "I feel as though you've just killed an old friend." The Terileptil brings in a cage with a rat and explains his plan: he will use genetically enhanced plague carried by the fleas on the rats to devastate the population, stating that he is merely paralleling humankind's slaughtering of lesser life forms to ensure their survival. The Terileptil leaves the room and the controlled Tegan prepares to open the cage. The Doctor disables the bracelets and stop both of them. The Terileptil leaves for his base in the nearby city and sends the android to take control of the TARDIS. The Doctor, Tegan and Mace escape from the room and search the Terileptil's lab. It is empty. Mace tells the Doctor that the nearby city the Terileptil referred to is London. The android arrives at the TARDIS but is dealt with by the sonic booster Nyssa finished. Adric and Nyssa move the TARDIS to meet the Doctor and the others at the manor. Using the TARDIS scanner, the Doctor locates the Terileptil in London. The TARDIS rematerialises there and the five enter the building. With the Terileptil leader are two other Terileptils who get the jump on the Doctor and Mace. The Doctor drops a torch taken from the building into a pile of hay, which catches fire. The Doctor & Mace stop the Terileptils, but one of the latter's weapons is dropped into the fire, where it overheats and explodes. The explosion destroys the building and escalates the fire into a raging inferno, into which the Doctor and company throw the plague serum. The fire also violently burns the Terileptils, presumably to death. Mace stays behind to fight the blaze as the Doctor, Adric, Tegan, and Nyssa leave in the TARDIS. Inside the TARDIS, the Doctor's companions ask him why he is simply running away, rather than helping fight the fire. The Doctor responds by stating that he has "a sneaking suspicion that [they] should let this fire run its course": the fire is at Pudding Lane, where the Great Fire of London started. The TARDIS lands in 1925 at Cranleigh Halt, a small railway station in rural England. Tegan wonders where they are and the Doctor explains their location, saying he wished to drive a train as a boy. They walk out front to find a chauffeur named Tanner, who says he has been waiting for the Doctor, much to his surprise, telling him he's expected for a cricket match. Though the invitation is unexpected, the Doctor is keen to play; soon he, Adric, Nyssa and Tegan have arrived at Cranleigh Hall, home of the Cranleigh family. The Doctor is immediately put into the game, and does superbly — bringing the team back from defeat to a win and delighting Lord Charles Cranleigh, who invites the travellers to a fancy dress party that evening as thanks for a splendid performance. After the match, the cricketers and spectators retreat to Cranleigh Hall for introductions. The Doctor is asked what his name is, but Charles explains the Doctor wishes to remain incognito. In an opulent sitting room that contains a display case housing a magnificent black orchid, Lady Cranleigh laments the loss of her botanist son, George, killed on an expedition to find the rare bloom. When told that the party would be a costume party, Adric, Nyssa, and Tegan say that they do not have costumes to wear; Lady Cranleigh is confused as she believed they were already wearing costumes. While everyone asks for a drink, Lady Cranleigh wonders about Nyssa's origins, thinking she may be from a rich family she knows, but Nyssa repeatedly asserts she is not from around there. Much to everyone' surprise, Charles walks in with his fiancée, Ann Talbot, who is almost an exact double of Nyssa. The travellers set off to their rooms to prepare for the ball. Upstairs, Nyssa, Tegan, and Ann Talbot prepare for the party. Nyssa is confused on what to wear when Ann has a copy of her costume brought in for Nyssa to prank the guests as to which one of them is which. As Nyssa is unsure on how to dance at the party, Tegan decides to demonstrate the Charleston, a dance popular in 1925, for her alien friend. In the meantime, the Doctor finds his way out of the corridor into a hidden area of the mansion. He finds closets of old clothes and books and a body in a cupboard. Elsewhere, the Doctor's companions are enjoying the party. Nyssa is enjoying having people guess if she is Ann or not, Tegan is loving the dancing, and Adric is enjoying the food. They begin to wonder where the Doctor is. The person who stole the harlequin costume walks out of the mansion, taking Ann in a dance. After dancing, he leads her inside and she tries to excuse herself. However, he takes her indoors and attacks her. Ann shouts to James, a servant, for help; James attacks the figure but is strangled. Ann faints while the figure turns and closes in on her. The Doctor finds Lady Cranleigh and her servant Latoni in one of the secret passages, and shows them the body. He agrees to not tell the guests to avoid causing panic, and returns to his room. The Doctor's impostor carefully returns the costume. The Doctor arrives back at his room and dresses in the costume set out for him, unaware it has just been worn by a killer. Lady Cranleigh and Latoni come to a locked door in the secret passages; on the other side of the door, Ann wakes and panics at the unfamiliar surroundings, while a mysterious figure hides under her bed. Ann runs out of the room and into the arms of Lady Cranleigh. Latoni enters the room and ties up the figure, a horribly disfigured man with dead, drooping skin on his face and no tongue. The second body has been discovered, and the servants alert Charles and Sir Robert Muir. As the Doctor descends the stairs, Ann identifies him as her assailant. The Doctor defends himself, saying he has just put the costume on and had been lost in the secret passages of the house. However, Ann is adamant that the Doctor did attack her and kill James. The Doctor asks if "he" wore the mask while attacking. Ann confirms this and the Doctor tells her that someone may have worn an identical costume to his. However, Ann points out that she was charge of giving out the fancy dress costumes, and there was only one harlequin outfit. The Doctor then decides to save himself from persecution by explaining he had just put the costume on and that somebody else might have used it, asking Lady Cranleigh to help him establish his alibi. But Lady Cranleigh refuses to corroborate his presence in the secret corridors or the existence of the other body. Charles receives a telephone call from his friend "Smutty" Thomas, who apologises that the doctor who was supposed to be in the cricket team missed the train. Having been exposed as an impostor, the Doctor tells them that he is a time travelling alien and that he was mistaken for the other doctor. They do not believe him and send him away with the police along with Nyssa, Tegan, and Adric, believing them to be accessories to his "murder". Back at the house, the unknown man has broken free of his restraints. He violently attacks Latoni, and set fire to his door in order to escape. The TARDIS lands right outside the mansion as Ann runs out to Sir Robert. Upstairs, the unknown man breaks through his door and goes downstairs where Charles is assuring Lady Cranleigh that he will look after Ann. As Charles approaches, telling him everything will be all right, the man backs away into the Doctor and the others who just entered. In a panic, the man grabs Nyssa and takes her with him upstairs, into the fire. Lady Cranleigh tells Sir Robert that the scarred figure is her son George, not killed during the course of his search for the black orchid, but disfigured by a tribe that held the bloom sacred and themselves its guardians. After George's maiming, Latoni's tribe looked after him and brought him home, where his family preferred that he stay out of sight and pretend to be dead. Chafing under the restrictions, he only wanted to speak to Ann, his former fiancée — which was why he was stalking her. However, the Doctor points out that he has taken Nyssa and not Ann, possibly due to his bad eyesight, and that she is in danger when he realises his mistake. The Doctor attempts to get to him through the house while Charles climbs up the side. They confront George on the roof. The Doctor calms George down by explaining Nyssa is the person he is holding and that Ann is below in the garden. George realises that the woman he is holding is not Ann, and releases her. Charles thanks him, and attempts to embrace his lost brother, but George recoils and overbalances, falling from the roof to his death. After attending George's funeral, the TARDIS crew depart, but are first given parting gifts of their fancy dress costumes and a copy of George's book, Black Orchid, by Ann and Lady Cranleigh. Lieutenant Scott and his team climb up a bleak hillside on Earth, escorting Professor Kyle to a camp set up by Scott's team. The scanning equipment at the campsite is directed at a cave to detect mammalian life forms. Kyle had been part of a scientific expedition investigating the caves for fossil remains, but the expedition has disappeared. The lack of readings suggests they are all dead. Kyle's knowledge of the tunnels is necessary to direct Scott and his team into the caves to find out what happened, while two troopers remain outside to maintain a constant scan. As they investigate, the squad is being stalked by two dark figures. Meanwhile, in the TARDIS, Adric begins arguing with the Fifth Doctor about the lack of attention and respect he receives compared to Tegan or Nyssa. Finally, he declares that he wishes to return to his home planet of Terradon, which the Doctor loudly proclaims is not possible. However, Adric is insistent that he can calculate the coordinates to guide the TARDIS back into E-Space; to the Doctor's displeasure, Adric begins to write down his calculations. Scott's squad splits into two groups, but a strange jangling sound comes over the communications system, and one group ceases contact. Outside, a flare appears on the outside scanner. Walters and Snyder, who remained outside, see more life-forms appear on the scanner — the TARDIS crew, which have just landed in the caves. Scott instantly assumes that the newcomers must be responsible for the deaths, especially when he is informed that one of the new life signs shows two heartbeats. While Adric computes his calculations, the Doctor has gone for a walk in the caves. With Tegan and Nyssa, he examines the fossils of dinosaurs on the cave walls, musing that he had always wanted go back and determine exactly how they died. As the wounded party is making slow progress, Snyder goes in to help, but they are attacked by the dark figures. The jamming increases, and Snyder is reduced to a pile of smoking remains. As the survivors start to investigate, they continue to be picked off one by one. Scott and the remainder of his squad come across the Doctor and his companions and capture them. Scott accuses the Doctor of the murders and, while the Doctor tries to convince him otherwise, the dark figures continue their approach. Digging away at a recent rockfall, they discover the remains of the scientists as well as a metal hatch which begins to emit a trilling sound; Scott orders the Doctor to open the hatch. The dark figures pick up their pace and begin to attack as everyone dives for cover. The Doctor realises that the attackers are androids, which is why they did not show up on the scans. The androids appear to be defending the hatch and shrug off the troopers' counter-attacks. Kyle recognises the sound the androids are making, and realises that they were the ones who murdered the others. As an android focuses its gaze on the Doctor, the image is transmitted elsewhere to their masters: the Cybermen. The Cyber-Leader orders that the androids "destroy them at once." Inside the TARDIS, a signal is detected. Adric wanders out of the TARDIS, trying to locate the Doctor and determine the source of the signal. He is able to distract one of the androids long enough for Scott and his team to destroy it. The other one is subjected to intense fire attack, also resulting in its destruction. The Doctor has realised that the signal is being transmitted to whatever is inside the hatch. He runs back to the TARDIS and is able to jam the transmission. He and Adric return with the Doctor's tool kit. Tegan and Nyssa usher the rest back into the TARDIS where they will be safe as the Doctor and Adric open the hatch to discover an explosive device within. The Doctor fiddles around with the bomb and inadvertently reactivates it, but together with Adric disarms it before it detonates. Returning to the TARDIS, the Doctor informs the others that they are going to trace the source of the transmission. He then thanks Adric for his help in the cave and apologises for their earlier argument, telling him he's willing to try and enter E-Space. Adric apologises too for overreacting and reveals he doesn't actually want to return home, he was just trying to make a point. The Cybermen, are puzzled as to why the bomb failed to detonate. Reviewing the recorded images transmitted by the androids, they see the TARDIS. They realise the Doctor is involved, and begin to review their past encounters with the Time Lord. Meanwhile, out in space, a freighter is being inspected by Earth security forces while replenishing its supplies and crew. However, the morale of the crew is low, kept going only because of the promise of their bonus for delivering the cargo on time. Ringway, one of the bridge crew, wonders if the bonus is worth it, with several disappearances having already taken place. Berger seems to think that it is, and suggests Ringway adopt a more cheery attitude towards the crew to maintain their morale and his. Having arrived on board, the Doctor goes to explore the freighter with Adric deciding to tag along also. However, Berger spots the two travellers on the camera and tells the captain, a middle-aged woman named Briggs. Briggs orders that Berger sound the alarm. The Doctor and Ardic hear the alarm and start back towards the TARDIS. Hearing screams, Adric and the Doctor run to investigate. Adric spots the bodies of two crewmen and go to examine the bodies. Unknown to them, Ringway arrives behind them and raises his gun. Having examined the bodies, they turn to face an armed Ringway, who states that "on this ship we execute murderers". Ringway escorts the two travellers to meet the captain, Briggs, who is only concerned about the bonus. Scott and Kyle start to worry about the Doctor and Adric, although only Scott says anything. Scott announces that he wants to go find the Doctor, but Nyssa replies that the Doctor will not thank them for taking such a risk. Scott takes no notice. Tegan, also wishing to help, goes with Scott and his remaining soldiers. The Cyber-Leader decides that it is time to take control of the freighter, and orders a unit of Cybermen to be activated. The unit marches on the bridge and is spotted on one of the monitors. Briggs orders a blockade set up outside the bridge, despite the Doctor pleading that her men won't stand a chance if they do that. Sure enough, the Cybermen effortlessly blast through the barricade. At the same time, Ringway turns on the crew and announces that he now works for the Cybermen, having grown tired of Briggs. The Doctor disarms him and closes the bridge doors before the Cybermen can get inside. Briggs seems confident that they can hold out until they get back to Earth, as there are only a few Cybermen; when Adric inquires as to how many cargo containers there are, she realises that all 15,000 are probably full of Cybermen. As Scott, Tegan and the others kill one Cyberman and damage a second, the Cyber-Leader has his troops soften one of the bridge doors with a thermal lance. The Doctor taps into the antimatter storage system and uses it to stabilise the door just as a Cyberman breaks through, with the result that the Cyberman is fused into the door. The Cyber-Leader had also fitted explosive charges to the other bridge door, however. Just before it goes to detonate them, the Cyberman that escaped from Scott and Tegan crawls up. His lieutenant points out that all the crew have been accounted for, and the Cyber-Leader erroneously concludes that Ringway lied about the crew numbers. The explosives are detonated, destroying the bridge door. The Cybermen take the bridge, and the Leader has Ringway killed for his "deception". The Doctor then sourly jokes, "You never change; always the perfect guest". The Doctor and the crew members all watch as the additional Cybermen are revived, in order to deal with the other humans. As they march through the hold the Leader declares, "My army awakes, Doctor!" The horrified Doctor looks on as the Cybermen march through the hold. The Cybermen fit a device to the ship's computer which locks it on course to collide with Earth. The Cyber-Leader then explains his mission - several galactic powers are going to meet on Earth that day and hold a conference that will unite them in a war against the Cybermen. Their original plan was to use the bomb to virtually destroy Earth, commandeer the freighter and use the army to kill anyone who survived. Due to the Doctor's interference, the Cyber-Leader has switched to his backup plan - crash the freighter into Earth. As it is powered by antimatter, the resulting blast will be every bit as devastating as the bomb would have been. Tegan gets separated from Scott and his men and is eventually captured. Scott returns to the TARDIS, but is followed by a pair of Cybermen. The troopers kill the Cybermen and take their guns, but Kyle is killed in the process. Tegan, meanwhile, is taken to the bridge. Noting the Doctor's reaction when she is brought into the bridge, the Cybermen comments that emotions must be a severe handicap for the Doctor. The Doctor argues that emotions are what makes life worth living - in response, the Cyber-Leader orders that Tegan be killed. The Doctor throws himself in front of Tegan, and the Cyber-Leader remarks that emotions are a disadvantage, as now he only has to threaten to kill Tegan for the Doctor to obey him. Scott and the troopers leave the TARDIS again, as the Cyber-Leader decides to leave the ship in the TARDIS. Briggs, Berger and Adric are left on-board so that a few remaining Cybermen can observe their reactions, and thus better understand human weaknesses. The Doctor and Cybermen leave in the TARDIS, and Scott takes out the Cybermen guarding the bridge. Briggs wants to abandon ship, but Adric tells her that he might be able to override the device controlling the ship's computer. He overrides one segment of it and Berger tries to bring the ship out of warp, but this has an unexpected effect - the freighter jumps into a time warp and goes backwards in time. Tegan is relieved at this, believing the Earth to be safe. Her relief is soon shattered when the Doctor points out that it has made the situation far worse - not only will Earth still be destroyed, but with the freighter now back in an earlier point of its history, the planet's whole existence will be nullified. Adric overrides another part of the control device, bringing the freighter out of warp - but still perilously close to Earth. Briggs decides that it's time to abandon ship, but Adric is still determined to break the codes. Scott drags him into the escape pod, only for Adric to jump out at the last second and continue his efforts. Back on the TARDIS, the Doctor points out that they have travelled back 65 million years - at about the time the Earth collided with an object which killed the dinosaurs. Tegan realises that the object was really the freighter, and that rather than erasing Earth's history, the explosion will form a key part of it. While Adric continues in his efforts, Scott signals the TARDIS and informs them that Adric's still on-board. The Cyber-Leader decides to kill the TARDIS crew, but Tegan jumps on him and the Doctor breaks up Adric's gold-plated Mathematics Achievement badge into the Leader's chest unit. The maddened and asphyxiating Leader fires its gun aimlessly, damaging the TARDIS console in the process. The Doctor grabs the gun and shoots the Leader, killing it. Adric is closing in on fully deactivating the control device, but is thwarted when a damaged Cyberman tries to shoot him. The shot misses Adric and destroys the freighter's controls instead, leaving no chance of altering the freighter's course. Adric serenely muses that now he will never know if he was right. The Doctor tries to save Adric, while Nyssa quickly deals with the Cyber-Lieutenant. The TARDIS console is too damaged. The Doctor, Nyssa and Tegan watch helplessly as the freighter explodes, killing Adric. As Nyssa and Tegan begin to weep, the Doctor remains silent, shocked at his failure in saving his companion and friend. On a regular flight from New York to London, a Concorde designated Golf Victor Foxtrot (GVF) is nearing Heathrow Airport when its signal breaks up. All trace of the aircraft is lost — the Concorde has disappeared. Having dropped Scott, Briggs and Berger off safely in their own time, and with the Cyber-fleet dispersed, the Fifth Doctor, Nyssa and Tegan prepare to depart 26th century Earth. When Tegan try to persuade the Doctor to travel back and rescue Adric from the doomed freighter, the Time Lord tells her and Nyssa that, even with the TARDIS, there are laws of time even he cannot break and they should never ask him to do such a thing again. After this, the Doctor explains that they must accept that Adric is dead, which Nyssa and Tegan finally do, even though they will miss him. The Doctor suggests a visit to the Great Exhibition of 1851 to cheer them up, towards which they depart. En route, they encounter heavy turbulence and are forced to materialise. The Doctor, Nyssa and Tegan find themselves hovering over a runway at Heathrow. The dematerialise again and end up in a terminal at Heathrow where, thanks to the Doctor using his UNIT credentials, they are enlisted by Department C19 to help in the investigation of the missing aircraft. The trio board a similar Concorde, Golf Alpha Charlie, and follow the same flight path to try to discover the cause of the disappearing Concorde. The TARDIS is stowed on board. Stapley, the Concorde's captain, and his senior crew welcome them aboard. The Doctor finds traces of disturbance. The Concorde starts a planned decent and lands. Leaving the Concorde, everyone believes that they are safely at Heathrow, they find they have travelled a hundred forty million years into the past. The crew believe they have landed in modern Heathrow. The Doctor and Nyssa urge them to challenge this perception and realise the reality of the empty landscape. It is distorted by huge amounts of psychokinetic energy. They spy Victor-Foxtrot on the empty plain. Beyond it is an impressive citadel in the far distance and the remains of an alien spacecraft. The Doctor and his friends find the crew and passengers of the first Concorde. They are moving his TARDIS toward the Citadel on the instructions of an alien entity. Everyone is totally immersed in the illusion of a modern Heathrow — all, that is, save one passenger, Professor Hayter. He has resisted the illusion. Andrew Bilton and Roger Scobie, see members of GVF's crew and passengers carrying the TARDIS towards the Citadel and investigate. Bilton and Scobie are captured and transported to the Citadel where they are hypnotised. The GVF crew's progress is marshalled by the Plasmatons - blobs of protein from the atmosphere, assembled from random particles that are held together by the same kinetic energy. The force in charge of this strange domain is Kalid. He seems to be an oriental mystic. He uses a glowing green globe to control psychokinetic energy and shape the prehistoric landscape of Earth. Nyssa has a particular empathy with this energy. She starts getting visions and hearing voices. They are unwelcome to Kalid. He tries to cut her off from the others with a protoplasmic shield. Tegan stays with Nyssa while the Doctor ventures on to the Citadel with Hayter and Stapley. There they find the crew of Victor-Foxtrot, blindly trying to remove the walls of a sealed chamber. Stapley and Hayter try to free the others from the mental illusion. The Doctor heads to the Citadel and meets Kalid. The green-tinged magician has evidently brought a slave force to prehistoric Earth. He taps into the psychokinetic powers of the place and uses the energies to menace Hayter, Stapley and the others to try to secure the Doctor's cooperation in entering his TARDIS. This exertion has broken Kalid's mental hold over the plasmatons around Nyssa. They disperse. Nyssa and Tegan follow the former's instincts and proceed through the Citadel. Along their way, they come across Adric, previously believed to have been killed when the interstellar freighter he was trapped on crashed into Cretaceous Earth. Adric warns that he will die again if Nyssa and Tegan continue onwards, and urges them to retreat. However, Nyssa outs Adric as a mere apparition upon noticing his star-shaped badge, which the Doctor destroyed when he lethally grinded it into the late Cyber-Leader's ventilation unit aboard the TARDIS. Knowing this, they press on, causing "Adric" to dissipate. Continuing on, they encounter apparitions of the Melkur (who was destroyed on Traken) and the disfigured Terileptil (who was burned to death in 17th-Century London); Nyssa and Tegan respectively denounce the villains' existence and continue. Eventually, they enter a chamber in the Citadel that has been closed to Kalid and the mentally deluded passengers. Nyssa throws an artefact into the centre of a tank-like structure in the centre of the sealed room. The results are immense. Kalid's mental channelling is interrupted and he collapses in agony. His disguise falls away to reveal the Master. The Master is trapped in this time zone. He is looking for a way out and needs a new source of power for his TARDIS. The power in the closed chamber could be it, but the passengers are taking too long to get to it. He forces the Doctor to give him the key to the TARDIS and steals the craft to try to enter the chamber another way. The Doctor and Hayter rush to the chamber to reach it first. As they do, the Concorde passengers finally break through the wall. Inside, the Doctor and Hayter are reunited with Nyssa and Tegan. The sarcophagus at its centre holds a being of immense power. However, it has a split personality . It has let itself be used by the Master and Nyssa. Nearby are small shrunken bodies. The Doctor identifies them as the Xeraphin, a race of ancient beings believed destroyed during the Vardon-Kosnax War. Instead, the entire race seems to have transformed itself into a single gestalt intelligence in the tank. It has phenomenal psychic abilities. Hayter sacrifices himself to the creature to let it communicate. He is absorbed into the entity. The Xeraphin manifest as Anithon. It explains the entity came to Earth to escape the war. It came in the crashed spaceship on the plains. The Xeraphin were so harmed by radiation that they shed their bodies and became a single entity. The Xeraphin built the Citadel and planned to re-emerge from the sarcophagus once the radiation danger was over. The Master's arrival disturbed the balance. The gestalt has developed a split personality of good and evil. Each side competes for their tremendous power, but yearns to become a proper species once again. The Doctor has left the coordinate override switched on, and Captain Stapley has performed sabotage. The TARDIS won't take the Master into the central chamber. His next gambit is to build an induction loop to remotely access the sarcophagus and exert his will over it. The bad Xeraphin responds. Within moments the sarcophagus is in the Master's TARDIS, a new power source. The Master tries to flee in his ship, with those passengers still deluded with him as slaves. He leaves the Doctor and his friends stranded. However, due to the sabotage by the Captain, the Master cannot leave prehistoric Earth. After some chaffering over missing parts, the Doctor has all the passengers released and some parts taken from his own TARDIS. In return, the Master gets a new temporal limiter. Everyone leaves prehistoric Earth. The second Concorde is made serviceable. It carries Stapley, his crew and the passengers from the other Concorde to Heathrow. The Doctor reverses the track of the time contour and brings the plane back to Heathrow with his TARDIS. The Doctor programmed the temporal limiter he gave the Master to arrive after he did. When the Master tries to land, the Doctor's TARDIS is already in the spot. He bounces the Master's TARDIS away. The evil Time Lord is sent to modern-day Xeriphas, where the Doctor hopes the Xeraphin will exact their revenge. In a rush to leave, the Doctor and Nyssa head off in his TARDIS. They assume that now Tegan is back in her beloved Heathrow she will be happy to stay. Her sorrow as she sees the TARDIS dematerialise tells a different story. On Gallifrey, a Time Lord is at work stealing the biodata extract of another Time Lord and killing a technician who stumbles across the crime. The traitor provides the bio-data to a creature composed of anti-matter and uses the bio-data to invade the TARDIS and then the Fifth Doctor's metabolism. The Doctor's companion, Nyssa, helps him recover. The creature is shielded in this attempt by the Arc of Infinity, a curious curve between the dimensions containing quad magnetism which can shield anti-matter. The Doctor decides to head to Gallifrey to track down the supplier of his bio-data, conscious that, unless the creature trying to cross universes is stopped, its incursion could cause a fatal chain reaction to our universe. Meanwhile, in Amsterdam, Netherlands, backpackers Robin Stuart and Colin Frazer decide to crash at the crypt of the Frankendael mansion. During the night, Colin hears something and investigates; he finds a curious birdlike creature, the Ergon, which hypnotises him. A terrified Robin runs away. The High Council of the Time Lords is also taking the matter seriously and has decreed that the Doctor's TARDIS should be recalled. The Chancellery Guard under the over-zealous Commander Maxil seizes the Doctor and Nyssa. When the Doctor resists arrest, Maxil shoots him. The Doctor has been stunned to ensure his delivery to the High Council. When he is brought before the High Council the new Lord President, Borusa, is inscrutable while Chancellor Thalia and Cardinal Zorac are openly hostile; only his old friend Councillor Hedin seems pleased to see him. The President stresses the gravity of the situation since the creature poses such a threat to the Universe, and the High Council has had no alternative but to issue a Warrant of Termination on the Doctor to ensure the creature can no longer bond with him. Fortunately an old friend, Damon, who is another technician in the records section, provides him with the proof he needs that a member of the High Council stole his bio-data extract. Meanwhile, the Doctor's former companion, Tegan Jovanka, arrives in Amsterdam looking for her cousin Colin. Instead, she is greeted by Robin, who tells her that Colin has disappeared. When neither of them can persuade the police to take an interest they decide to investigate the crypt themselves. The Doctor is soon taken for execution, despite Nyssa's attempts to save him, and placed in a dispersal chamber. Sentence is carried out. The supposed death of the Doctor, however, has not solved the situation. Unbeknownst to the High Council, his mind has been taken into the Time Lord living repository of knowledge, the Matrix, while his body is hidden behind a force shield in the termination cubicle. The creature is a renegade Time Lord, who demands an opportunity to return to the Universe it once inhabited. The truth of the aborted execution is discovered by the wily Castellan, who, while questioning Nyssa and Damon about their involvement, tells them that the Doctor is alive. Castellan summons and and then tells the High Council. Tegan and Robin are attacked by the Ergon's weapon, a matter converter, and transported into a TARDIS hidden at the Frankendael and belonging to the renegade. Their minds are scanned, revealing to the creature that Tegan knows the Doctor. The renegade uses Tegan as bait to force the Doctor to obey him, also releasing Colin from his slavery as a reward. The Doctor is returned to normal space on Gallifrey where he makes for the High Council Chamber. Lord President Borusa has fallen under suspicion of being a traitor because the Castellan reveals it was his codes that were used to transmit the bio-data. The truth, however, is that Councillor Hedin is the traitor. He is in awe of his master - the mighty Omega, first of the Time Lords and pioneer of time travel (see The Three Doctors). Hedin wishes to release Omega from his exile in a universe of anti-matter, not realising the great Time Lord has been driven mad by his years of solitary confinement. The Castellan kills Hedin, but this does not prevent Omega using the Arc of Infinity to seize total control of the Matrix and, therefore, the organisation of Gallifrey. Fortunately the Doctor and Nyssa manage to slip away and return to the TARDIS. They use the scant knowledge provided by Tegan to determine that Omega has established his base in Amsterdam on Earth, and head there immediately, desperately trying to find the Frankendael crypt she described. After a lengthy hunt they find the lair defended by the Ergon, and Nyssa disposes of it with its own matter converter. They reach Omega's TARDIS at the point at which both the ship is destroyed and Omega makes full transference to Earth using the Arc of Infinity. When he peels his decayed mask away he reveals the features of the Doctor. Omega heads off into Amsterdam with the Doctor, Tegan and Nyssa in hot pursuit. Within a short time the Doctor's prediction of an unstable transfer begins to come true: Omega's flesh decays and it is clear his new body is not permanent. When the Doctor, Tegan and Nyssa catch up with him it is a painful task for the Doctor to use the Ergon's matter converter on Omega, expelling him back to his own universe of anti-matter. The Time Lord High Council on Gallifrey detects the end of the threat. Once Tegan has checked on her cousin's progress in hospital, she decides to rejoin the TARDIS crew. This time it is as a willing traveller. A man is sitting in the middle of sand. He is wearing a precious-looking necklace. Tegan has decided to return to the TARDIS. But she is having strange dreams, just like she did back on Deva Loka. She tells the Doctor and Nyssa about it. The Doctor worries that the Mara could still be alive, not as a physical form, but in the mind. On the planet Manussa, Tanha wants Lon to be prepared for the ceremony to celebrate the end of the Mara. He isn't really bothered, but is interested in a jewel kept between the teeth of a model snake. It is Ambril's - an artefact kept for many years, as a symbol of the Mara. They decide to set off to the cave, where Ambril will explain the ceremony's proceedings. Under the influence of the Mara, Tegan has set the TARDIS controls to Manussa, a planet known well to the Doctor. She also talks of a dream she's been having, of a cave, shaped in the jaws of a snake. The Doctor creates a hypnosis machine that inhibits the brainwaves associated with dreaming to protect Tegan. Upon their arrival on the planet, they decide to investigate. On a local street, a man is shouting to the crowds about a hall of mirrors. Lon finds it hilarious and is pulled along by his mother, so that they can reach the cave. There, Ambril explains the legend of the snake and how they will add to the ceremony using the stories. They enter the cave and travel far through the tunnels inside. The Doctor is searching for the cave, which Tegan had a vision of in her dreams. They finally find it and the Doctor enters, telling Nyssa to look after Tegan outside. As a consequence of her dreams, Tegan is frightened when a merchant approaches selling wriggling toy snakes, bought by children on Manussa. She runs away and Nyssa tries to follow her, but loses her in the crowds. Tegan enters a fortune teller's tent and, because she removes the hypnosis machine, she is eventually controlled by the Mara. The fortune teller explains that her stories aren't real, but then becomes aware of a snake's skull appearing in her crystal ball. It explodes violently and the fortune teller screams. Tegan (the Mara) escapes from the tent. The fortune teller is helped out of the tent by locals, completely overwhelmed by the situation. The Doctor has appeared in the cave where Lon is having a lesson on the Mara legend. Ambril is surprised by the Time Lord's appearance. The Doctor is keen to note that the legend is very real. Lon finds this curious. Ambril believes that the Doctor is crazy. Nyssa finally finds Tegan, who is laughing about the fortune teller. Nyssa soon realises that she is under the influence of the Mara again, her emotions different to what Tegan would express. Tegan then runs again and this time Nyssa loses her for real. Tegan has secretly entered the hall of mirrors. Nyssa arrives just outside the cave where Lon, Tanha and Ambril have just emerged to return to the palace. The Doctor is behind them. Nyssa explains about Tegan's disappearance. The Doctor looks worried. He wants to return to the TARDIS though to monitor the wavelengths of an interesting blue jewel he has obtained. The Mara in Tegan is interested in the mirrors, remembering that she was trapped by a circle of mirrors before on the Kinda world. Dugdale finds her talking to herself in the mirror, and is also influenced by the Mara when he looks into the mirror. Tegan orders him to bring Lon. The Doctor and Nyssa are now inside the TARDIS where the Doctor is creating a circle where he can project thoughts into the jewel. When he tries along with Nyssa, the jewel lights up, but only when they concentrate. Lon arrives at the hall of mirrors and is quickly taken by the Mara. They then proceed to the cave and behind the symbolic wall where they use Dugdale as a servant. The Doctor returns to the palace to try to persuade Ambril to believe him. Ambril is unimpressed and orders the Doctor to be jailed. Nyssa overhears everything and tries to work by herself. Lon arrives in Ambril's office to gather the jewel, which opens the symbolic wall and will eventually bring back the Mara. Ambril doesn't know that Lon is under an influence. The Doctor tries to persuade Chela to get him out, but with no luck. Lon lures Ambril to the cave with the promise of discovering priceless historical artefacts. Once inside, Ambril is cornered by the possessed Lon, Dugdale and Tegan, who pressure him to return the Great Crystal during the ceremony. After Ambril agrees and Lon leads him away, the mark of the serpent on Tegan's arm manifests as a live snake. Chela brings the Doctor a diary written by Dojjen, Ambril's predecessor as Director of Historical Research. Dojjen believed that the Mara had not been destroyed and would someday return. He eventually left his post to study the forbidden teachings of the Snake Dancers. Nyssa searches Ambril's office for the key to the jail cell, but Tanha catches her in the act and has her locked up alongside the Doctor. The Doctor and Nyssa read through Dojjen's diary and realise that the ancient Manussans manufactured crystals that could conduct mental energy. The unanticipated result was that the crystals absorbed and reflected the Manussans' own negative thoughts and emotions, creating the Mara. As centuries passed, the Manussans forgot that they themselves had brought the Mara into being. The Doctor deduces that Dojjen learned this truth from the Snake Dancers, the only people who kept the knowledge alive. Lon and Ambril return to the palace, where a dazed Ambril informs Tanha and Chela that at the impending ceremony, the Great Crystal will be restored to its original place. Alarmed, Chela frees the Doctor and Nyssa in hopes that they can intervene. They attempt to flee the palace, but are surrounded by guards. Lon claims that the three are plotting his death, and orders the guards to kill them. Tanha overrides Lon's order and allows the Doctor a chance to speak. The Doctor realises that Lon has fallen under control of the Mara. Ambril offers to reveal the Great Crystal, and as he, Tanha and Lon are distracted, the Doctor seizes the opportunity to escape with Nyssa and Chela. Determined to destroy the Mara completely, the Doctor uses his crystal to summon Dojjen. Dojjen and the Doctor enact the Snake Dance ritual, in which live snakes bite their wrists, allowing them to communicate telepathically. Guilt-ridden over what has befallen Tegan, the Doctor asks how he can save her and defeat the Mara once and for all. Dojjen urges him to find the "still point" within himself. Tanha questions Lon's strange behaviour, but he brushes aside her suspicions. In the cave, the ceremony proceeds according to custom until Lon stuns the audience by announcing that the Mara has returned. The Doctor, Nyssa and Chela burst onto the scene, but are too late to stop Lon from placing the Great Crystal in the mouth of the snake on the cave wall. Tegan appears holding the Mara in the form of a snake wrapped around her arm. The Mara feeds on the crowd's fear and panic, growing larger and stronger. The Doctor alone is unaffected. He focuses mental energy into his crystal in a battle of wills against the Mara. Although his resolve is tested when the Mara speaks to him with Tegan's voice, he refuses to submit. Dojjen adds his own mental energy to the effort, helping to subdue the Mara long enough for the Doctor to pull the Great Crystal from the wall. The Mara's influence is broken, and the snake falls to the ground, dead. Restored to herself, Tegan weeps with horror at having felt the rage and hatred of the Mara inside of her. The Doctor comforts her, assuring her that the Mara has been destroyed. In 1983, the former UNIT Brigadier Alistair Gordon Lethbridge-Stewart teaches mathematics at Brendon Public School. A mischievous student, Turlough, convinces his classmate Ibbotson to join him in a joyride in the Brigadier's priceless antique car, which they accidentally veer off the road and crash. While unconscious, Turlough is contacted by the sinister Black Guardian. The Black Guardian knows Turlough is actually from another planet. He offers Turlough transportation off Earth if he will kill the Guardian's greatest enemy: the Doctor. At the same time, the Fifth Doctor, Tegan and Nyssa have problems of their own. The Doctor's TARDIS is caught in a warp ellipse and materialises on board an apparently empty starliner locked in a perpetual orbit in time and space. Turlough, on the Black Guardian's instructions, transports himself onto the liner by means of a transmat capsule and encounters the TARDIS crew. The Doctor travels to Earth via transmat, taking Turlough with him, to get rid of the transmat interference trapping the TARDIS on the liner. The source of the interference is not far from the school grounds. As the Doctor is sorting out the device, Turlough, responding to the Black Guardian's exhortations, picks up a large rock and prepares to smash it on the back of the Doctor's head. The interference device explodes, knocking the Doctor backwards and forcing the rock out of Turlough's hands. The TARDIS materialises nearby, but vanishes shortly after, seemingly leaving the Doctor stranded. The Doctor meets the Brigadier at the Brendon school, but is puzzled when his old comrade-in-arms does not remember him. He eventually works around the apparent gap in the Brigadier's memory by mentioning Jo Grant, the Yeti and other past adventures. To the Doctor's surprise, the Brigadier claims to remember Tegan, having met her shortly before his nervous breakdown in 1977. The Doctor realises that the TARDIS hasn't disappeared; the destruction of the device knocked the TARDIS off a time track and sent it back six years. In 1977, Tegan and Nyssa encounter the transmat capsule. Inside is an alien-looking humanoid whom they initially believe is the Doctor, horribly injured. Meeting the younger Brigadier, they bring the alien and him back to the starliner. Tegan, Nyssa and the Brigadier enter the TARDIS control room. The alien, who is a scientist called Mawdryn, now wearing the Doctor's old coat, turns to face them. The top of his skull is missing, revealing his pulsing brain. Nyssa screams in horror. Under the pretence of being the Doctor, suffering a failed regeneration, Mawdryn convinces the others to bring the TARDIS to the ship, claiming it has restorative capabilities. Meanwhile, the Doctor, Turlough and the present-day brigadier use a TARDIS homing device on the damaged transmat to bring themselves to the ship, splitting up soon after to search for Tegan and Nyssa. Under the Black Guardian's instruction, Turlough opens a secret room, revealing several humanoids suffering from the same malady as Mawdryn. Mawdryn fools the present-day Brigadier into using a stolen Time Lord device to stabilise his condition. Finding the TARDIS, the Doctor reunites with Tegan and Nyssa. When he learns there are two Brigadiers aboard, he has to try to keep them apart lest the resulting energy discharge prove catastrophic. The Doctor and Nyssa meet with the present-day Brigadier and Mawdryn. Mawdryn reveals his fellow scientists and he tried to steal the secret of regeneration from the Time Lords, but caused perpetual mutations, leaving them practically immortal but in horrible agony. Tegan is chased into the room by Mawdryn's mutated crewmates. The mutants take their places in the regeneration room and Mawdryn pleads with the Doctor to help them die by giving them his energy. The Doctor refuses, explaining to Tegan that if he did so it would mean the end of him as a Time Lord. The Doctor explains that he can only regenerate twelve times, and that, as he has already done so four times, helping the mutants die would consume all eight of his remaining regenerations. Although Mawdryn proclaims that the only thing they desire is their deaths rather than the Doctor's 'murder', the Doctor refuses, unwilling to sacrifice his remaining lives to save them from their own mistake. Under the Black Guardian's orders, Turlough locates the Brigadier of 1977 and locks him in a side room to keep the two Brigadiers from touching. Trying to leave in the TARDIS, the Doctor discovers that Tegan and Nyssa have been infected by the same malady as Mawdryn and his compatriots. Attempted time travel accelerates their conditions and reversing out of the warp ellipse only regresses Tegan and Nyssa into children. The only cure, it seems, is to do what Mawdryn demands; the Doctor must give up his remaining regenerations. Meanwhile, the past Brigadier escapes the room and encounters Mawdryn and his crew. Fearing the time imbalance, they send him into the transmat. Unbeknownst to them, the transmat cannot make the trip while the TARDIS is on the vessel and the capsule returns to its station seconds later. Hooking himself up to Mawdryn's apparatus, the Doctor is about to sacrifice himself when the two Brigadiers meet and touch hands, causing a discharge of temporal energy at precisely the right instant to act as a substitute power source. Tegan and Nyssa are cured, the alien scientists end their undead existence and the Doctor remains a Time Lord. The younger Brigadier, however, will not remember his time with the Doctor until they meet again in 1983. The Doctor, Nyssa and Tegan deliver the 1977 and 1983 versions of the Brigadier back to their respective times. Turlough is in the TARDIS control room when they return. He asks if he can join them and the Doctor comments that he already has. In space, Mawdryn's ship self-destructs. Under the direction of the Black Guardian, Turlough manipulates the TARDIS' circuitry in a corridor. Hearing Tegan approach, he hurriedly shuts the roundel he was working behind. Tegan, still suspicious of the new companion, finds him and questions him, her mistrust only exacerbated by the roundel falling open again. When Turlough tries to turn on the charm, Tegan shows him to his room, formerly Adric's. Once Tegan has left to find Nyssa and complain about his obnoxious personality, Turlough heads to the console room to remove the space-time element from beneath the console. The Black Guardian appears on the scanner screen to encourage his obedience, despite his doubts that the Guardian will preserve his life. While Turlough is unable to remove the element, his sabotage causes the TARDIS to begin breaking up. Tegan sees one of the fractures in the corridor and runs to find the Doctor. Another fracture appears in Nyssa's quarters. While the Doctor frantically tries to save the TARDIS, the fracture in Nyssa's room resolves into a door with a mysterious skull logo on it. Deciding that the unknown on the other side of the door is better than the certain death in her room, the Doctor tells her to run through the door. The Doctor, Tegan and Turlough run to Nyssa's quarters. The Doctor throws a chair into the door to keep it from closing and severing the link to the space vessel that the TARDIS, engaging an emergency system, has locked onto. The Doctor goes through the door and tells Tegan and Turlough to stay. After a few minutes, Tegan goes through. The Black Gaurdian tells Turlough to go through and to kill the Doctor. Once Turlough gets through the door it closes behind him. The Doctor goes ahead to find Nyssa. Tegan and Turlough aren't sure which way the Doctor went. Nyssa, hearing someone coming up behind her, hides. It is the Doctor, though, and he finds her. Meanwhile, two space pirates, Kari and Olvir, board the ship and make their way to the bridge, finding it deserted and running on automatic. Hearing a sound she believes to be Nyssa, Tegan drags Turlough along to help find her. They find a locked door that the voice is coming from. Tegan tells Turlough to find a pry bar and works to try to open the door. While he's away, he hears her yell and comes back to find robed arms trying to pull her inside the door. He helps her to get free of the arms. On the bridge, Kari and Olvir have taken the Doctor and Nyssa prisoner, believing them rival pirates. Unexpectedly, Kari and Olvir's ship undocks and accelerates away. While Kari tries, first by force and then by negotiation, to persuade the Doctor to take them with him, a computer voice suddenly comes to life. It announces that they are soon to dock at Terminus and all passengers should disembark to avoid an imminent sterilisation. Olvir realises what this means: the passengers locked in their rooms all have Lazar's disease and they are trapped on a plague ship. As the ship docks with Terminus, Turlough and Tegan take shelter under a grating in the floor of the corridor to escape the diseased Lazars. The Doctor warns Nyssa not to touch the Lazars, and stops Kari from shooting them. The three of them head to the bridge to find Olvir. Nyssa finds him cowering behind a chair. While Tegan finds a ladder out of the underdecks, Turlough hears the voice of the Black Guardian warning him not to fail in assassinating the Doctor. On the bridge, Olvir explains that his sister died from Lazar's disease. He tells them that Terminus is run by a private company, for profit, that uses fear of the disease to demonise the plague victims. While they claim to offer a cure at Terminus, he's never heard of anyone coming back. The Doctor, meanwhile, is stunned to discover Terminus is in the centre of the known universe. Tegan and Turlough, still under the floor, see an armoured man patrolling the deck. He gives an order: "Sterilise!" Within Terminus, Bor is studying a display and muttering, "The reading's still climbing." Valgard, the armoured man from the ship, enters and is horrified to see Bor crossing a line demarcated on the floor. He goes to follow, but stops at the line. Instead, he reports to his commander, Eirak, that Bor has entered the Forbidden Zone, only to be horrified at Eirak's insensitivity and fatalism at their situation. On the bridge, the computer warns that sterilisation is imminent. Noxious gas flows through the underdecks where Tegan and Turlough are still trapped. The Doctor's entourage on the bridge decide to try to find the entrance to the TARDIS. Nyssa begins to feel feverish, necessitating the removal of her skirt. Realising that she's infected, Olvir recoils, only to see her dragged away by a robotic drone. Nyssa is brought to Valgard, who is complaining to Sigurd, another Vanir, about Eirak's insensitivity. Referring to himself as a "baggage handler", Valgard himself is insensitive to the plight of the Lazars, caring only for the Hydromel on board the ship. While Sigurd retrieves the Hydromel (stealing a vial to insert in his armour), Nyssa attempts to flee Valgard. Unknowingly, she gives Olvir a chance to slip aboard Terminus. Valgard takes her to meet the Garm. Shortly afterwards, the Doctor finds Nyssa's skirt. Eirak, resigned to Bor's death, has Valgard call the Garm (a large humanoid with a dog-like head) to ensure that Bor's armour is recovered. The Garm is summoned by a small call box and emerges from the Forbidden Zone. Not knowing what happened to Turlough and Tegan, the Doctor and Kari flee to Terminus, unknowingly observed by Valgard. He knocks Kari down and then grabs the Doctor by the neck and begins to squeeze. Kari regains consciousness and goes for her gun. Valgard uses the Doctor as a shield, so she ricochets the shot from her gun off some nearby scrap metal. The gun's powerpack drained, Kari and the Doctor flee into the Forbidden Zone. While Olvir steals a Vanir helmet and robe to move around undetected, Tegan and Turlough finally escape from the crawlspace. Trapped with the Lazars, Nyssa appeals to the Vanir for help, to no avail. Eirak discovers that some of the Hydromel is, in fact, coloured water. Valgard bursts in, reporting of his encounter with the Doctor and Kari. He challenges Eirak's leadership, and Eirak contentiously agrees that, should Valgard return from the Forbidden zone with the intruders captive, Eirak will step down as the leader. While Nyssa presses one of the Lazars for information, Olvir is detected as an intruder, and Eirak leads a party to find him. However, they find a decoy Olvir had left, and Eirak believes there is no intruder. Seeing to the Lazars, Eirak decides that Nyssa will be the first to be treated. Exploring the Forbidden Zone to find the source of the radiation they've detected since arriving, the Doctor and Kari come across Bor, now severely burned and in a fragile mental state, lugging a load of scrap metal behind him. Bor leads them to the engines that drive Terminus, one of which is damaged and leaking radiation; he's been piling metal in front of it. Bor, struggling to focus despite his memory loss, warns the Doctor that if the damaged engine is to explode, it would threaten the entire universe. He also says that one engine has already exploded, a "long time ago". Telling them to check the computer and follow the cables, his explanation is interrupted by Valgard. Sure that the Doctor and Kari are spies from Terminus Incorporated, Valgard attacks the Doctor with his staff. The Doctor parries and knocks Valgard into the metal Bor had been stacking around the engine. The Garm arrives, and picks up the weakened Bor. Meanwhile, Nyssa is chained up at the entrance to the Forbidden Zone, and Eirak summons the Garm to take her to her mysterious cure. The Garm, still carrying Bor, enters at the same time Olvir arrives to try to free Nyssa. Unable to free Nyssa, he instead tries to shoot the Garm, only to find his blaster completely ineffective. The Garm takes Nyssa away; Olvir follows them into the Forbidden Zone. As the Doctor tries to follow the cables that Bor mentioned, Bor himself is being questioned by Sigurd. While still confused due to his radiation sickness, he mentions that the pilot of Terminus is dead, and that if he fires up the engines, the Big Bang will happen all over again. Eirak denies the dying Bor any Hydromel, thinking it to be a waste of their limited supply. Turlough appeals to the Black Guardian for help getting back to the TARDIS. The angry Guardian at first punishes Turlough for his failure to kill the Doctor, then reluctantly tells him how to recreate the door to the TARDIS. He and Tegan, the latter of whom is still unaware of Turlough's bargain, head back to the ship's crawlspace. As the Doctor and Kari reach Terminus Control and find the corpse of the pilot, Olvir discovers the Garm chaining Nyssa up in the engine room. He rushes to her, only to be caught off guard by Valgard. Turlough, meanwhile, has discovered the circuitry that the Black Guardian indicated; his manipulations of it result in a shower of sparks. The Doctor discovers that Bor's description was not accurate in saying a previous engine had exploded. In fact, Terminus was a time ship that had dumped its fuel while in time-flight to avoid an overload. The fuel, dumped into a void, had started a chain reaction, resulting in the biggest explosion ever: Event One. Deducing what had happened, the Doctor comes to a terrifying conclusion: while the exploding fuel had created the universe, the same events occurring now would undoubtedly destroy it. He also makes a second discovery: that the fuel dump process was automatically started by the computer - a process that has just begun. Valgard and Olvir continue to fight, while the Garm takes Nyssa away. The younger and healthier Olvir defeats Valgard, only to realise Nyssa is gone. Turlough and Tegan, meanwhile, see the door to the TARDIS begin to reappear, and return to the circuitry in the crawlspace. Olvir attempts to retrieve his gun from the pool of radiation generated by the engine. Valgard comes to and warns him not to try, lest he receive a fatal dose of radiation. Valgard reveals that, like Olvir, he was once a pirate, and learned combat from Olvir's commander. That commander later betrayed Valgard, turning him in for a reward and condemning him to a life of slavery on Terminus. Valgard begs Olvir for sympathy, but he ignores him to find Nyssa. After Olvir leaves, Valgard stands, revealing his ploy to be a ruse, and retrieves Olvir's abandoned gun by using his staff. The Doctor and Kari are struggling to throw the switch to stop the fuel dump, but are unable to get it to budge. Meanwhile, Turlough and Tegan's work in the crawlspace is interrupted by an announcement from the computer: the star liner is beginning to move. Tegan runs to the bridge to attempt to stop the departure. The computer ignores her protests as the engines begin to glow. Turlough, alone in the ship's corridor with the door back to the TARDIS fully materialised, smiles to himself. On the bridge, the computer announces the launch is being aborted. Turlough runs to the TARDIS console room. Nyssa awakens in a white chamber to discover all the symptoms of Lazar's disease are gone. In Terminus control, Kari watches the Doctor struggle with the control, and observes aloud that the pilot must have had the strength of a giant. The Doctor has a realisation: the Garm! In the console room, Turlough is again berated by the Black Guardian for the Doctor's continued presence in the universe of the living. Turlough's crystal begins to glow. Olvir confronts the Garm about what he does to the Lazars. The suddenly loquacious Garm defends his actions as saving some that would otherwise die, and takes Olvir to Nyssa. Sigurd, meanwhile, decides to steal some Hydromel to ease Bor's pain. The Doctor and Kari summon the Garm. Olvir forces his way into the chamber in which Nyssa is recovering, and is rewarded for his efforts by Nyssa throwing him to the ground and straddling him ready to strike. Nyssa has realised that the "cure" of radiation could work consistently if it were properly studied. As the engine continues to build to overload, the Garm begins to force the override lever back. Terminus itself begins to shake. At first, even the Garm's strength seems insignificant, but eventually he manages to push it back. After it is shut off, the Doctor disconnects the computer from the system. The Garm pleads for something in return: his freedom. The Doctor smashes the box that controls him, and leaves to finish the shutdown of the engine. Valgard ambushes the Doctor and Kari, only for them to be rescued by Olvir and Nyssa. Nyssa believes that the Garm, now free, could help her improve the treatment of the Lazars. Valgard protests that, even if this were true, the Terminus Corporation wouldn't care, and as long as they control the Hydromel, the Vanir are slaves. Nyssa, however, realises she could synthesise and even improve the Hydromel. The Corporation would be unable to retaliate, since the soldiers they might send would never enter a Lazar colony. Like the Garm, the Vanir are now free. Eirak returns, and Valgard produces the Doctor, reminding Eirak of their deal. Sigurd supports Valgard, and even Bor says, "It's time for a little chat." As the Doctor advises Valgard on how to improve Terminus, Nyssa makes an announcement: she is staying at Terminus to help the Lazars. With a kiss on the Doctor's cheek and a hug for Tegan, her life has changed. Turlough slowly wakes up on the floor of the console room, as the voice of the Black Guardian echoes through the room: "This is your last chance, boy. Kill the Doctor!" Turlough's sabotage of the TARDIS has left the control room dark and on back-up lights until the systems are repaired. Tegan and Turlough play chess. The Doctor thinks he hears a voice calling him. He instructs Turlough and Tegan to increase the power as he walks into the corridor. He sees the White Guardian having trouble materialising in the TARDIS. Trying to make out what the Guardian is saying, the Doctor learns danger awaits him. He is given a set of co-ordinates. Before the White Guardian can explain further, the Black Guardian appears and interrupts the communication. The Doctor sets the co-ordinates and the TARDIS materialises in what appears to be a ship's hold. Leaving Tegan in the TARDIS in case the White Guardian tries to contact them again, he and Turlough leave to explore, barely avoiding one of the officers. The officer has a mechanical, blank expression and is dressed in an Edwardian naval uniform. The Doctor and Turlough enter a room and find it occupied by the crew of the ship. After being ignored and then confronted by the crew, who think the Doctor is their new cook, the Doctor speaks with the crew and learns that they remember nothing of coming aboard. They have been below decks the whole time and the ship has been entered in some sort of race. Tegan leaves the TARDIS and meets the ship's first mate, Marriner. An officer with the same distant look escorts the Doctor and Turlough to see Captain Striker, who offers them dinner. The dinner is interrupted when the wind picks up and the officers announce that the race has begun. In the wheelhouse, the Doctor sees a map of the race course, complete with "marker buoys" which he recognises as the planets of Earth's solar system. Marriner operates anachronistic electronic controls; a viewscreen activates to show the other contestants - a Greek trireme, a 17th century pirate ship and other vessels from other times, all floating in deep space. Striker and his officers are Eternals, beings who live in the "trackless wastes of eternity," as opposed to the Doctor and his companions, who are "Ephemerals." As the ships round Venus, the trireme captained by Critas the Greek explodes when it tries to overtake the pirate ship. Striker believes it was the gravitational pull that did it, but the Doctor suspects otherwise. Tegan feels ill, so Marriner escorts her to a room which she soon realises is a mixture of her room in the TARDIS and her rooms in Brisbane - they have been reading her mind. Marriner seems quite taken by Tegan, finding her mind fascinating and full of life. In conversation with Striker, the Doctor learns that Eternals use Ephemerals for their thoughts and ideas. The Eternals have lived for so long they are unable to think for themselves. They need human minds to give them existence and entertainment — that is why the ships use human crews. The purpose of the race, however, is more than entertainment. The prize is Enlightenment, the wisdom to know everything. The TARDIS is found by the Eternals, who make it vanish. Trapped on board the Edwardian ship, the Doctor and his companions go on deck in space suits. Turlough hears the voice of the Black Guardian taunting him, saying that he is doomed to eternal life aboard the ship. Unable to take the strain, he leaps overboard into space. Turlough is rescued by the Buccaneer, the pirate ship commanded by Captain Wrack. She toys sadistically with Turlough with a knife, but he convinces her that he jumped overboard to throw in his lot with her, to find out the secret of how she will win the race. Wrack sends her first mate to present Captain Davey, one of the other competitors, with a jewelled sword, and party invitations to the other captains. On board the Edwardian ship, Striker refuses the invitation, but the Doctor accepts, hoping to retrieve Turlough. Marriner offers to escort Tegan and the Doctor to the Buccaneer as an asteroid storm hits the ships. As Davey's ship draws level with the Buccaneer, Wrack takes Turlough down in the hold and shows him the entrance to a locked chamber with a vacuum shield, but leaves him outside when she enters. Through the door, Turlough hears the voice of the Black Guardian. Davey's ship explodes, apparently hit by an asteroid. The Doctor, though, again suspects otherwise, especially since, like Critas's ship, Davey was also challenging the Buccaneer. On board the Buccaneer for the party, the Doctor and Tegan mingle. Turlough sneaks off to examine the locked chamber. He finds an eye-shaped grid open to space, but a pirate locks the door and turns off the vacuum shield. Fortunately, the Doctor finds Turlough before he suffocates. The Doctor notices the eye-shaped projector above the grid. He theorises that this must be how Wrack transmits the power to destroy the other ships, with some sort of focus. He remembers Critas was wearing an out-of-period clasp with a red crystal. Turlough tells him of Wrack's gift to Davey and the Doctor realises the red crystal is the focus. Before they can act on it, they are captured by Wrack's first mate. Meanwhile, Wrack has managed to lure Tegan away from the party to her wheelhouse. She freezes her in time and plants a red crystal in her tiara. Brought before Wrack, Turlough accuses the Doctor of being a spy and claims he was trying to capture him. Wrack sends the Doctor, Tegan and Marriner back to the Edwardian ship. The Doctor believes Turlough is trying to prove himself trustworthy by stopping Wrack. Unfortunately, Wrack sees into Turlough's mind. She is about to sentence him to walk to plank. She pauses when Turlough tells her that he, too, serves the Black Guardian. As the ships near the crystalline space station of the Enlighteners, the Buccaneer pulls level with the Edwardian ship. Wrack brings Turlough again to the chamber, this time letting him witness her summoning the power of the Black Guardian. The Doctor, seeing the Buccaneer pull close, realises the focus must have been smuggled aboard somehow. When he describes it, Tegan tells him about the crystal in the tiara. The Doctor smashes the crystal, but only multiplies the power by the number of fragments. The Doctor gathers the pieces, rushes up to the deck and, just in time, hurls them overboard. They explode. The wind dies and Wrack pulls ahead of the Edwardian ship. The Doctor demands the TARDIS be released to him to stop Wrack from winning and Striker reveals that it was concealed in the Doctor's own mind. Travelling in it to the Buccaneer, the Doctor tries to reason with Wrack, but her first mate shows up with Turlough and she orders the Doctor thrown into space. While Tegan watches from the Edwardian ship, two bodies are ejected into space and the Buccaneer reaches the finish. Marriner is fascinated by the grief that Tegan experiences while believing the Doctor was killed by Wrack. The human crew of the Buccaneer vanish as Tegan, Striker and Marriner board to give their respects to the victor. The Enlighteners turn out to be the Black and White Guardians and the winner is the Doctor, who brought the ship in with Turlough's help when Wrack and her first mate met with an "accident." The Doctor, however, refuses the diamond crystal holding Enlightenment, saying that he's not ready for it. The White Guardian dismisses Striker and Marriner. Marriner resists; he wants to stay with Tegan. However, neither Tegan nor the White Guardian is moved by his pleading. He and Striker vanish into eternity. As Turlough helped the Doctor bring the ship in, he is entitled to a portion of the prize. The Black Guardian reminds Turlough of their bargain and says that he can give up the diamond or sacrifice the Doctor to gain both Enlightenment and the TARDIS. Turlough struggles with the decision. He hurls the diamond at the Black Guardian, who vanishes in screams and flames. The Doctor points out that Enlightenment was not the diamond, but the choice itself. The White Guardian warns again that the Black Guardian will return, even angrier now that he has been thwarted twice. He vanishes. Turlough asks the Doctor to take him back to his home planet, and the Doctor agrees. In March 1215, King John of England is at the castle of Sir Ranulf Fitzwilliam to extort more taxes. When the lord refuses to pay, the King insults him. To defend his honour, his son Hugh takes on the King's champion, Sir Gilles Estram, in a joust. The latter wins easily, though the joust is disturbed by the arrival of the TARDIS. The Doctor, Tegan, and Turlough are greeted as demons and welcomed by the King. Having established the date, the Doctor concludes the King is not himself - in fact, he is not the King at all. History records that John is actually in London, taking the Crusader's Oath. Sir Geoffrey de Lacy, the cousin of Sir Ranulf, arrives at the castle and confirms the Doctor's belief. Sir Gilles is about to torture him as a liar during a royal banquet when the Doctor intervenes. It seems the King's champion is not who he claims to be, either: Sir Gilles sheds his disguise and reveals himself to be the Doctor's arch-nemesis, the Master, who aims his tissue compression eliminator at the Doctor. The Master flees in his own TARDIS, which had been disguised as an iron maiden (torture device). The King knights the Doctor as his new champion, and he is given run of the castle. After a series of mishaps, including the death of Sir Geoffrey at the Master's hands, the Doctor confronts the King and the Master and discovers the truth. The monarch is really Kamelion, a war weapon found by the Master on Xeriphas, which can be mentally controlled and used to adopt disguises and personas. With Kamelion disguised as King John, the Master intends that he will behave so appallingly as to provoke a rebellion and topple the real king from his throne, thus robbing the world of Magna Carta, the foundation of parliamentary democracy. It is a small plan on the Master's usual scale, but nevertheless particularly damaging to the normal progress of Earth society. The Doctor resolves the situation by testing the Master in a battle of wills for control over Kamelion. He takes control of the robot and steals it away in the TARDIS, thus foiling the Master's scheme. Kamelion reverts to its robot form and thanks the Doctor for his assistance and rescue. To Turlough's surprise and Tegan's dismay, the Doctor accepts Kamelion as a new travelling companion aboard the TARDIS. Tegan insists that she does not wish to be returned home, however, and the Doctor admits that the co-ordinates are already set for the Eye of Orion. The Fifth Doctor, Tegan and Turlough are taking a break at the Eye of Orion, one of the most tranquil spots in the universe. In the TARDIS control room, the Doctor has just finished renovating the control console, which now has a more hi-tech look. Turlough is sketching. Tegan is enjoying the peaceful atmosphere. It's a change from their non-stop adventures that leave them no time to relax. The Doctor goes outside to join his companions and enjoy the peace and quiet. When Tegan wonders why it is so restful there, the Doctor explains that it is because of the bombardment of positive ions. Elsewhere, in a hidden chamber, a dark figure — who shall be referred to as the Player — manipulates the controls of a forbidden device called the Time Scoop and kidnaps the First Doctor as he walks through a rose garden. The Player takes a figurine of the First Doctor from a window-shaped wall alcove and places it on one of five spots on a diorama, which lights up in response. Back on the Eye of Orion, the Fifth Doctor feels a pain in his chest, but dismisses the thought that anything is wrong with him as Turlough and Tegan look worriedly at him. Elsewhen, Brigadier Lethbridge-Stewart is at a UNIT reunion. He talks to his replacement, Colonel Crichton, about his former scientific adviser, the Doctor; it seems that UNIT had been unable to track him down for the reunion. The Brigadier says, "Wonderful chap — all of them", which confuses the Colonel. Suddenly, the Second Doctor bursts through the door, having barged past the sergeant on duty, happy to see his old friend. They take a walk. As they walk and talk in the yard about their times together, the Second Doctor tells the Brigadier that he must go as he is bending the Laws of Time. However, they are snatched up by the Time Scoop. Models of them appear in the wall alcove and the Player puts them in the spot next to the First Doctor. The Fifth Doctor feels another pain and collapses after reassuring Tegan and Turlough that everything's all right. Elsewhen, the Third Doctor is driving his vintage car, Bessie. He notices the Time Scoop coming towards him. He tries to evade it, but is taken anyway, appearing as a figure in the wall alcove and placed into the next spot on the diorama. The Fifth Doctor tells his companions he must get back to the TARDIS. There is something definitely wrong with his past and he is in immediate danger. As he puts it, "A man is the sum of his memories, a Time Lord even more so". He is nearly to the TARDIS when he collapses in pain as his third incarnation is snatched. He tells his companions he has to find "my other selves" Sarah Jane Smith is about to leave home. K9 warns her not to. He senses there is danger, and it somehow involves the Doctor. He suggests she take him with her. Unfortunately, her car is out of action and she has to take the bus. Believing K9 is overreacting, she dismisses his worry and heads off. Somewhen else, the Fourth Doctor and Romana II are enjoying a punt along the River Cam in Cambridge. They are Time Scooped by the Player as well. However, to the growing anger of whoever is taking the Doctor's incarnations out of time, he cannot take the Fourth Doctor and Romana from the wall alcove as figures. They have been trapped in a time eddy in the time vortex and do not rematerialise. The Player angrily slams a black-gloved fist onto the control panel. Waiting at the bus stop, Sarah is snatched by the Time Scoop, and her figurine placed in the diorama alongside the Third Doctor. The Fifth Doctor and his companions have entered the TARDIS. After setting a destination on the console and starting the TARDIS off he collapses. He begins fading into the Time Stream, but Tegan and Turlough keep him in existence by encouraging him. The TARDIS lands, and the scanner shows a desolate, rocky landscape — the Death Zone on Gallifrey. All the Doctors and their companions, save the Fourth Doctor and Romana, have actually been deposited on a desolate, rocky landscape — the Death Zone on Gallifrey. Figures of the Fifth Doctor, Tegan and Turlough have been placed on the diorama section next to the First Doctor — the spot where the Fourth Doctor and Romana should have gone is flashing. Meanwhile, in the Capitol on Gallifrey, the Inner Council of Time Lords, headed by Lord President Borusa and consisting of Chancellor Flavia and the Castellan, are in session. Despite the regenerated and still arrogant Borusa's misgivings, the High Council has voted unanimously to call in the Master to go into the Death Zone to help the Doctor, who has been taken out of time and no longer exists in any of his regenerations. They explain that the Eye of Harmony is being drained by whomever is taking the Doctors out of time, endangering all of Gallifrey. Offered a pardon and a new cycle of regenerations if he rescues the Doctors, the Master accepts. He is given a copy of the Seal of the High Council by the Castellan to prove his credentials and a transmat recall device. He is transmatted to the Death Zone. In the Zone, the Doctors face many dangers. The First Doctor finds himself in a hall of mirrors and is reunited with his granddaughter, Susan. Their reunion is cut short when a Dalek arrives and tries to kill them. They trick the Dalek into destroying itself by pushing it into a dead end, where its energy weapon ricochets and destroys it; as the Doctor points out, "It's very dangerous to fire energy weapons in an enclosed space!" The Second Doctor and the Brigadier escape from a squad of Cybermen, and the Third Doctor rescues Sarah from her fall down an embankment. Sarah is confused; she had watched the Third Doctor regenerate into the Fourth (Planet of the Spiders), but is glad to see the Doctor she once knew. The Second and Third Doctors explain to their companions that in Gallifrey's past, known as the Dark Time, the Time Lords greatly misused their powers. A device called the Time Scoop plucked beings out of their times and placed them in the Death Zone, where they fought each other in a sort of gladiatorial game for the Time Lords' amusement and entertainment. The Doctors' goal now is to reach the Dark Tower, where the Time Lord founder Rassilon is entombed, although there is some doubt as to whether Rassilon is actually dead. The Master meets and fails to convince the Third Doctor he is there to help. The Doctor thinks the Master's Seal of Rassilon is a forgery, and when the Master hands it over to try and prove it is genuine, the Doctor confiscates it, thinking the Master has stolen it, and says "I'll return it at the first opportunity!". The Master flees when thunderbolts flash down from the sky. The Third Doctor only sees this as confirmation that this is all a plot of the Master's, especially when another thunderbolt disables Bessie. The Doctor and Sarah are forced to continue their journey on foot. The First Doctor and Susan find the TARDIS; the presence of the First Doctor seems to stabilise the Fifth for the moment. Together, they scan the tower and find three entrances — one at the apex of the tower, the main gate at the base and one underground, but a force field prevents the TARDIS's entry, or even it moving within the Death Zone. The Fifth Doctor takes Tegan and Susan towards the main gate, but encounters the Master, who has no better luck convincing the Fifth Doctor of his bona fides than he had the Third. At that moment, the two are confronted by Cybermen. When they try to run away, the Master is knocked out by an explosion caused by a Cyber-gun blast. The Fifth Doctor finds the Master's recall device on his unconscious body and transmats himself to the Capitol. Tegan and Susan start back to the TARDIS to warn the others, but Susan trips and sprains her ankle and needs Tegan's help. In the Capitol, the Fifth Doctor is informed of the situation by the High Council. The Doctor realises he has done the Master an injustice and that they were found too easily by the Cybermen. Like the Daleks, the Cybermen were never brought to the Death Zone in the Dark Times because they fought too well. He opens the recall device and finds a homing beacon inside. The Castellan — who had given the device to the Master — is arrested, and Borusa orders the Commander to search the Castellan's office and living quarters. Tegan and Susan have told the First Doctor what happened to the Fifth Doctor. The First Doctor decides to head for the main gate himself. Tegan insists on accompanying him, much to his dismay. Susan and Turlough remain in the TARDIS to wait for the Tower forcefield to be deactivated so they can move the ship there. The Master, confronted by the Cybermen, offers himself as a guide to the Tower in order to save his own life. While waiting for the First Doctor and Tegan to get to the Tower, thumping is heard outside the TARDIS; the scanner reveals a squad of Cybermen carrying a coffin-like box and lots of cables. A box containing Black Scrolls of Rassilon, forbidden knowledge from the Dark Times, has been found, supposedly in the Castellan's quarters. The scrolls spontaneously combust before anyone can examine them, and Borusa orders the Castellan to be taken for interrogation, authorising the use of the mind probe — much to the Castellan's horror. However, as the Castellan is escorted outside, there is the sound of a staser shot and a cry. The Doctor rushes out to find the Castellan dead, a gun by his hand; the Commander reports he was shot while trying to escape. President Borusa refuses to allow the Doctor to return to the Death Zone and orders Flavia to look after him. The Second Doctor and the Brigadier are exploring a series of caves in the hope of reaching the lower entrance to the Tower when they encounter a Yeti, apparently left over from the previous games. Taking refuge in an alcove, the Doctor tries to chase the Yeti off with a firework, but only maddens it, causing it to collapse the entrance to the alcove. However, the Doctor detects a breeze blowing further back, and discovers the underground entrance to the Tower. The Fifth Doctor voices his concerns to Chancellor Flavia. He says that while the Castellan was stubborn, he was devoted to his oath of office and could never have been a traitor and that his reaction to the Scrolls was not that of a guilty man, but sheer disbelief. He suspects that the traitor is still at large. Flavia decides to have a word with the Captain, while the Doctor will speak with Borusa. On the surface, the Third Doctor and Sarah come across a Raston Warrior Robot. According to the Doctor, it is "the most perfect killing machine ever devised". Able to move with blinding speed and fire bolts of metal at its targets, it detects its victims by motion. The Doctor and Sarah cannot move without attracting the robot's attention, but luck is on their side when a squad of Cybermen come over the ridge. The robot quickly eliminates by the entire squad. Taking advantage of the distraction, the Doctor and Sarah run past the robot, taking some rope and spare bolts from its cave. The First Doctor and Tegan reach the main door and open it using an entry coder hidden under a large bell. After climbing a cliff, much to Sarah's dismay, the Doctor and Sarah find that there is no clear way across the empty space to the top of the tower. The Doctor uses the rope and bolts for a grappling hook. He and Sarah abseil across the gap to the top of the Tower, to the amusement of the Master far below. On the main floor of the Tower, the First Doctor and Tegan find a chessboard floor blocking their way. The Doctor quickly determines the chessboard is a trap — electrical bolts will destroy anyone attempting to cross unless they find the safe path. The Master appears at this point, warning them the Cybermen are close behind. While the Doctor and Tegan hide, the Master lures the Cybermen onto the chessboard, where all but the Cyber-Leader (who waited behind) are killed by the trap. He also tricks the Cyber-Leader into trying to cross with him before fatally blasting him with a Cyber-weapon. Enjoying this little piece of butchery, the Master blithely steps across the board, moving into the Tower after telling the Doctor that "it's as easy as pie." The Doctor realises that the Master means the Greek letter pi and the safe path is calculated by means of the mathematical constant. Armed with this knowledge, the Doctor and Tegan make their way across the trap. In the Death Zone, the TARDIS is now surrounded by Cybermen, who start to assemble a bomb to blow it up. Inside, Turlough and Susan watch helplessly, not knowing what to do. The Second and Third Doctors encounter more obstacles while moving separately through the Tower, with the mind of Rassilon emitting intensifying fear. They also encounter what appear to be their previous companions, the Third meeting Captain Mike Yates and Liz Shaw and the Second Jamie McCrimmon and Zoe Heriot. The Doctors soon realise they are just phantoms to impede their progress through the Tower and the spectres vanish with a scream. The First Doctor blithely ignores the fear as an illusion, considering that "at my age, there's little left to fear!" Finally, the first three Doctors reach the tomb: Rassilon's sepulchre. While the Brigadier, Sarah and Tegan get reacquainted, the three Doctors try to translate an inscription in Old High Gallifreyan on a pedestal near a control panel — squabbling amongst themselves as usual. The Fifth Doctor finds Borusa has vanished from the Council Chamber, but the guards insist the President could not have gotten by them at the only entrance. The transmat is out of power, so the Doctor deduces there must be a secret door and orders the guards to notify Flavia that the President has disappeared. After an intensive search, he realises that the Harp of Rassilon, standing in the Council Chamber, is the key and that a tune will open the door. He starts experimenting. In the tomb, the Doctors have deciphered the inscription. Rassilon had discovered the secret of immortality. He was willing to share it with whoever overcame the obstacles to the tomb and took the ring from his body and put it on. However, a line troubles the First Doctor, who wonders just what it means: "To lose is to win and he who wins shall lose." The Master steps out of the shadows, brandishing his tissue compression eliminator, to claim immortality himself and to kill the Doctor "three times over", but the Brigadier moves up behind the Master and surprises him. The Third Doctor kicks the weapon out of the Master's hand, while the Brigadier delivers a hefty blow to the Master's chin. The Master falls to the floor, out cold, and is tied up by Sarah and Tegan. The Fifth Doctor realises that the tune is shown in a painting of Rassilon playing the Harp, where the sheet music is clearly depicted. He plays the tune, which opens the door. The Doctor enters the secret chamber and finds the dark figure of the Player who has taken his other selves out of time: Borusa. The Lord President is not satisfied with ruling Gallifrey for all his remaining regenerations — he wants to be President Eternal and rule forever. Like the first three Doctors, Borusa has determined that Rassilon discovered the secret of immortality and he means to claim it, sending the Doctors into the Zone to clear the way of obstacles for him. Using the Coronet of Rassilon, Borusa overwhelms the Fifth Doctor's will, forcing him to obey his commands. The Third Doctor fixes the control panel by reversing the polarity of the neutron flow, allowing the TARDIS to transport itself to the tomb just seconds before the Cybermen's bomb detonates. The Second Doctor contacts the Capitol. The Fifth Doctor answers, still under Borusa's control, and tells his other selves to await his and Borusa's arrival. The First and Third Doctors are suspicious, but the Second doesn't believe them. Transmatting to the tomb with the Fifth Doctor, Borusa paralyzes the Doctors' companions with the command "Be silent! Be silent, all of you! Do not move or speak until I give you leave!" Then, Borusa tries to control the minds of the First, Second and Third Doctors. However, they combine their wills against him to free the Fifth Doctor. As Borusa declares that Gallifrey will believe its President's word over that of the notorious renegades, a booming voice echoes through the chamber. It is Rassilon, who appears as a large face in the air, demanding to know who disturbs him. Borusa steps forward to claim his prize of immortality and, while the other Doctors protest, the First Doctor holds them back, telling Rassilon that Borusa deserves the prize. Rassilon instructs Borusa to take the ring from the body and put it on. Borusa does so, but finds himself paralyzed as three stone faces carved into the side of Rassilon's bier briefly come to life; they are the others who sought immortality, and received it: they are now frozen in stone forever. The ring vanishes from Borusa's finger and returns to Rassilon, while Borusa himself disappears and reappears as a stone face in an empty space on the bier. The faces, including Borusa's, then become stone once more. Borusa has found his immortality, but not the way he wanted it. Rassilon asks the Doctors if they want immortality too — all four frantically say "No!" The Fifth Doctor asks that they all be returned to their proper time and the Fourth Doctor be freed from the time vortex. Rassilon does so, and the Fourth Doctor departs in the TARDIS with Romana. Then, Rassilon sends the Master — who is just coming to, and is grinning — back to his own time, saying "His sins will find their punishment in due time." After telling the Doctors to say their goodbyes, and that they have chosen wisely, Rassilon vanishes, returning to his eternal rest as the companions find themselves released from Borusa's psychic hold. The First Doctor smugly tells the Fifth that he finally understood the proverb "To lose is to win and he who wins shall lose". The prize was yet another trap — a means for Rassilon to discover who wanted immortality (and were thus a danger to Gallifrey) and get them out of the way. The Doctors and their companions say their goodbyes to each other — with a few snipes between the Doctors — and re-enter the TARDIS, save for the Fifth Doctor, Tegan and Turlough. As the three watch, the Doctors and their companions are transported back to their proper times in offshoots of the TARDIS splitting off from the original; Rassilon has used temporal fission to send them home. Chancellor Flavia arrives with guards and tells the Doctor that with Borusa's disappearance, the Council has appointed the Doctor as President. The Doctor orders Flavia back to the Capitol, saying that he will follow in his TARDIS and she has full deputy powers until his return. Once in the ship, however, he tells Tegan and Turlough he has no intention of returning. Tegan asks if the Doctor really intends to go on the run from his own people in a "rackety old TARDIS." The Doctor replies, smiling, "Why not? After all, that's how it all started." The year is 2084, and there is a cold war in progress. The world is divided into two opposing superpower blocs. One of the blocs has created a secret underwater base, Sea Base 4, which is strategically positioned and has nuclear weapons aimed at the opposing bloc. As a security measure, the base's proton missiles can not be activated unless a trained human operator can "sync" his/her mind with the computer and authorise their deployment. However, the bridge sync operator, Lt. Michaels, has been mysteriously killed and has been succeeded by his inexperienced apprentice, Ensign Maddox. Maddox is nervous, fearing he is not ready to take over as sync officer and will not be able to cope if a missile run is ordered. An unidentified reading is detected by the base's long-range sensors, but the base's commander, Vorshak, and one of his officers, Bulic, dismiss it as nothing more than a glitch. The reading on the sea base's sensors is, in fact, an undersea craft; on board is the Silurian Icthar, with his subordinates, Scibus and Tarpok. Inside the TARDIS, the Fifth Doctor has set coordinates for Earth, telling Turlough he has promised Tegan to show her some of her planet's future. The TARDIS materialises in orbit over Earth, but is confronted by a robotic security satellite, Sentinel Six, which demands the TARDIS transmit the proper security code. Meanwhile, the sea base sends out an unmanned probe to check on the identified reading, just to be sure. Taking note of the probe, Scibus is concerned that they will be detected, but Icthar sends a Myrka, a large aquatic reptile with the ability to electrocute other organisms that the Silurians control, against it; he assures Scibus that the creature will destroy the probe before they are detected. They then descend to a secret underwater berth where their cousin-species, the Sea Devils, have long been in hibernation. Sea Base 4 undergoes a missile run and Maddox is synched to the computer; it turns out to only be a practice drill but when it ends, Maddox is overwhelmed with anxiety and faints. The base's chief medical officer, Doctor Solow, declares Maddox is unfit for duty. Vorshak is concerned; until Maddox can return to his duties or a replacement is assigned, the function of the base is compromised. Another officer, Nilson, suggests to Vorshak that they use a special security disk to reprogram Maddox's brain and help the sync operator cope with his job. Vorshak agrees and releases a duplicate program disk to Nilson and Solow, who take Maddox to the medical area's psycho-surgery unit. Nilson and Solow, however, are actually enemy agents for the opposing bloc; they plan to program Maddox so that he will destroy the nuclear weapons computer. Exiting the TARDIS, the Doctor, Tegan, and Turlough find themselves in a chemical storage area. From the design, the Doctor accurately surmises the year and is aware of the time period's cold war. Turlough signals for a lift, inadvertently triggering an alert in the base's security system. A team led by Bulic is dispatched to investigate. The Doctor sets a reactor to overload in an attempt to avoid capture; this allows Tegan and Turlough to escape, but the security guard catches up to the Doctor. The two struggle and the Doctor falls over a ledge into a pool of water. The Doctor swims underwater and escapes through a hatchway. Tegan and Turlough escape through a bulkhead, sabotaging it so they cannot be followed by Bulic and his security guards. A security guard is electrocuted while trying to open the bulkhead. The Doctor finds the guard and takes his radiation suit. Meanwhile, Turlough allows himself to be captured in order to give Tegan a chance to escape. In the underwater berth, Icthar revives the Sea Devil warriors of Elite Group One from their hibernation and orders their commander, Sauvix, to attack Sea Base 4. They may kill the humans, but Icthar needs the base intact and undamaged. Turlough is captured when a bulkhead seals between him and Tegan. Turlough is taken to the bridge for questioning. The Doctor meets up with Tegan. They head towards the bridge. Outside of the bridge, the Doctor leaves Tegan in hiding while he enters the bridge to find Turlough. The Doctor enters the bridge and starts to negotiate the release of Turlough. Tegan is found by Preston, a worker on the Sea Base, who takes her to the bridge. A Silurian battlecruiser comes into view of the base and Vorshak orders an attack on it. The Doctor tells Vorshak to call off the attack, stating that the Silurians are a noble race. Vorshak ignores him and the Silurians use a particle suppressor to neutralise the base's defences. In the confusion, Solow and Nilson use Maddox to sabotage the station. One of the base's personnel, Karina, discovers this and attempts to stop Maddox, but Solow and Nilson force him to kill her. The Silurians then launch their attack, dispatching the Myrka against the sea base's airlock 1 and the Sea Devils to assault airlock 5. The Doctor and his companions head to airlock 1 while Vorshak, Preston, and a team head to airlock 5. The Myrka breaks the door down, trapping Tegan and killing some of the base's crew with its electric touch; the Doctor stays to free Tegan, but the other other crew members retreat, sealing the bulkhead and therefore leaving the Doctor and Tegan trapped in the airlock with the Myrka. The Doctor is able to free Tegan when the Myrka steps on on side of the door raising up the side Tegan was trapped under. They are then trapped by the bulkhead and the Doctor is unable to open the door. The Doctor removes the rifle's power pack and tosses it at the Myrka causing the power pack to explode and temporarily blind the Myrka. Turlough races to the bridge and threatens Nilson with a rifle to open the airlock in which the Doctor and Tegan are trapped. After Nilson complies, the Doctor and Tegan escape and head to Airlock 5. This also releases the Myrka. The creature begins making its way toward the bridge, killing more of the base's personnel. The Silurians prime up a device called a manipulator and prepare to enter the base. At Airlock 5, the Doctor tells Vorshak that he has an idea to defeat the Myrka and that he needs one person to help. Vorshak tells Preston to help him. Preston leaves Vorshak at airlock 5 and heads off to help the Doctor and Tegan stop the Myrka. The Sea Devils blow open airlock 5 and ruthlessly kill a defender, suffering no casualties of their own. Vorshak manages to survive and orders a retreat. The Doctor works with Preston to modify an ultraviolet converter to fight the Myrka with. Vorshak orders Nilson to have radio their superiors to inform them of the attack. Nilson and Dr Solow discuss what they should do and Nilson tells Dr Solow to flee in an escape pod while he continues manipulating Maddox's sabotage. Dr Solow tries to flee the base with the reprogramming disk, but is killed by the Myrka. The Myrka comes around a hallway corner towards the Doctor and is destroyed by the ultraviolet converter. The Sea Devils continue their the push towards the bridge, killing any crew that stand in their way. The Silurians follow in their path. Vorshak reaches the bridge with Preston and finds Nilson alone and not setting up the communications with their superiors. Suspicious, he has Preston look for Maddox. She finds him sabotaging the computers. Vorshak tries to stop Maddox, but Maddox throws him to the ground. Maddox collapses because of the effort from the manipulation by Nilson. Preston and Vorshak confront Nilson and attempt to take him into custody but he pulls a gun on them. The Doctor and Tegan enter the room and are captured as well. Maddox tries to stop Nilson, but Nilson overloads the control unit for Maddox's brain, killing him. Preston tries to grab the gun that Maddox dropped and the Doctor tries to knock the gun out of Nilson's hand, but Nilson knocks over the Doctor and takes Tegan hostage. Nilson takes Tegan and leaves the bridge to try and escape in an escape pod. Bulic and Turlough are still retreating while fighting with Sea Devils but as they step through a doorway, they walk right into another group of Sea Devils and are captured. They lock Turlough and Bulic in the crews' quarters. The Doctor runs after Nilson and makes it back to the ultraviolet converter. Nilson comes around a corner with Tegan still hostage and confronts the Doctor. The Doctor blinds him with the ultraviolet converter. The Doctor and Tegan head back towards the bridge and Nilson, still blind, stumbles around the corner into a group of Sea Devils. They kill Nilson. The Sea Devils come around the corner and capture the Doctor and Tegan. The Sea Devils take the Doctor to the bridge, now under the control of the Silurians. The Doctor recognises Icthar from his third incarnation and confronts him about the massacre in the base. Icthar explains to the Doctor and Vorshak his plan to destroy mankind by starting a war with the base's missiles. The nations of the world will retaliate, wiping one another out. They undo the damage caused by Maddox's sabotage and connect the manipulator to the systems. Turlough, meanwhile, has been trying to loosen a grille that leads to a ventilation shaft when he hears someone approaching. The door opens and the Sea Devils push Preston and Tegan into the room. Once they leave, Turlough loosens the grille and Tegan and Bulic escape as Turlough considers trying to escape to the TARDIS. As the Silurians prepare to fire the missiles, the Doctor feeds the gas into the ventilation system. Bulic stays in the chemical store to ensure that the gas keeps flowing, while the Doctor and his companions leave for the bridge to try to stop the Silurians. Scibus activates the missiles as the Sea Devils begin to collapse from the gas, and the Doctor tells Tegan and Turlough to give the Silurians oxygen to keep them alive. The Doctor, aided by Vorshak, tries to stop the missiles by linking himself into the equipment as the sync operator. The Doctor succeeds, but Vorshak is killed by Icthar. Then Icthar is killed by Turlough. Finally, it is all over. The Doctor, his companions, and Bulic are the only survivors. The Doctor is left in despair for both the base's personnel and the Silurians, regretfully pondering, "There should have been another way." On 13 July 1643, two forces came to the village of Little Hodcombe during the English Civil War and destroyed each other. As the story begins, Roundheads are riding horses in the village of Little Hodcombe with little regard to the villagers around them. It is not 1643, but 1984. A schoolteacher, Jane Hampden, is convinced that her fellow villagers, led by the local magistrate, Sir George Hutchinson, have taken their re-enactment of a series of battles too far. Hutchinson tries to assure her that the games are a harmless event to celebrate the war. When Hampden asks him to stop the games, Hutchinson ignores her. Eventually, the three travellers are captured by Captain Joseph Willow and taken before Hampden and Colonel Ben Wolsey, who apologise for the poor treatment. Hutchinson arrives and explains the town is celebrating the anniversary of the Battle of Little Hodcombe. He urges him to join the celebration. Tegan is told her grandfather is missing, and runs outside. The Doctor follows but loses her. Tegan, upset, is crying when someone steals her purse. She tries to get it back and runs into a barn where she finds the ghost of an old man. The Doctor returns to the church and meets a 17th century peasant, Will Chandler, who emerges from a wall. He has been hidden in a priest hole and believes the year to be 1643. Turlough rescues Tegan from the barn and they return to the TARDIS. There is a sparkly projection on one of the walls. Meanwhile, the Doctor and Will investigate the church. Tegan and Turlough leave the TARDIS and are re-captured. Turlough is locked in a building with Verney. Willow forces Tegan to change into a 17th century costume. She is to be Queen of the May. The Doctor and Will find a secret passage to Ben Woolsey's living room under a slab marked with a picture of a creature that Will identifies as the Malus. Coming the other way through the passage, the Doctor and Will meet up with Hampden, who found the passage's other end after being locked in Colonel Wolsey's office. They avoid Hutchinson, who has followed Jane down the passage, and the Doctor finds a small ball of metal. The Doctor identifies the metal as tinclavic, a metal mined by the Terileptils on the planet Raaga for the almost exclusive use of the people of Hakol, a planet in the star system Rifta, where psychic energy is a force to be harnessed. Returning to the church, the Doctor and Hampden are astonished when a massive alien face pushes its way through the crack on the wall. The creature roars and spews smoke. They escape from the psychic projection of a cavalier, and return to the house via the tunnel. The Doctor realises that the Malus in the church was discovered by Verney and Hutchinson. The latter tried to exploit the creature, but it used him by organising the war games. The psychic energy released by the war games has fed the Malus. The Doctor and Jane again try to persuade Hutchinson to stop the games; the final battle will be for real. He refuses and orders Woolsey to kill the Doctor. Once Hutchinson leaves, Woolsey joins forces with the Doctor. The Queen of the May is taken in a horse-drawn cart to the village green, where she is to be burned. Hutchinson suddenly notices that the Queen is not Tegan, but a straw dummy that has been put in her place by Woolsey. Hutchinson becomes angry and orders his men to kill Woolsey and the others. Will appears in the nick of time and uses a flame torch to cause a distraction. This allows the Doctor, Hampden, Woolsey and Tegan to escape to the TARDIS. The Doctor locks the signal conversion unit on the frequency of the psychic energy feeding the Malus, hoping to direct it. Willow and a trooper try in vain to break their way into the TARDIS, and Turlough and Verney knock them unconscious with lumps of masonry. The Doctor blocks the energy, and the projection of the Malus in the TARDIS dies. The real Malus desperately tries to drain all the psychic energy from the villagers. He creates a corporeal projection of three Roundheads who try to kill the Doctor and his allies. However, the dazed and confused trooper stumbles from the TARDIS and into the main church area, becomes surrounded by the roundheads, who decapitate him, then vanish. Hutchinson arrives and holds them all at gunpoint. When the Doctor tries to talk Hutchinson out of the thrall of the Malus, Willow attacks the group. In the scuffle, Will pushes Hutchinson into the mouth of the Malus, destroying its medium. Realising it has failed, the Malus prepares to destroy itself and everything around it. The church begins to collapse and the Doctor leads the others, including Willow, into the safety of the TARDIS. Inside the TARDIS, the Doctor's companions are surprised to see Will still among them. The Doctor explains he must have been wrong in his assumption that Will was a psychic projection. The Malus must have created a temporal rift which allowed Will to slip into the future. The Doctor will take Will back to 1643. Tegan objects and asks the Doctor to allow her some time to visit her grandfather. The Doctor is disgruntled but is persuaded to stay in Little Hodcombe for a while for a rest. Captain Revere, the leader of the human colony on Frontios, has led an expedition of Orderlies into the tunnels beneath the planet's surface to study the minerals there. As he does so, the ground itself begins to move beneath him, and the tunnels cave in when a support beam shifts in place. Revere is buried beneath the rubble, and Chief Orderly Brazen tries to rescue him — only to find, when the dust clears, that Revere's body has vanished. Unnerved, Brazen decides to cover up the true facts of Revere's death and claims that he was killed by an explosion in the research room. The research room is thus sealed off, much to the disgust of the colony's chief scientist and medical officer, Mr Range. While the Doctor tries to work out where to position the TARDIS hatstand, his ship drifts far into the future and comes to rest around Frontios — one of the last outposts of human civilisation following the collision of the Earth with its sun. The Doctor refuses to put down, as these times mark the far limit of Gallifreyan knowledge; as the colony is still in its infancy any interference could prove disastrous. But before he can depart the TARDIS is swept up in a meteor shower — and, much to his surprise, his ship is dragged down to Frontios by the planet's gravitational pull. The meteorites bombard the colony, and the people scatter in panic as klaxons sound. The TARDIS materialises as the bombardment begins to die down, and the Doctor instantly rushes to the aid of an injured colonist. Turlough and Tegan help Norna, Range's daughter, to carry the injured to the medical shelter, where Range is surprised by the presence of the three strangers. The Doctor is taken aback by the primitive state of the medical facilities, lack of basic medical technology and the almost non-existent lighting. Despite the rules against interference the Doctor tells Tegan and Turlough to fetch the mu-field generator from the TARDIS so he can at least provide Range with decent lighting. But Tegan and Turlough find the inner door of the console room jammed in place, as if twisted out of shape by some powerful force. Meanwhile, Brazen reports the strangers' arrival to Revere's son, Plantagenet, and both fear that this could herald the beginning of the invasion they've expected for so long. The Doctor doesn't pay attention to Tegan and Turlough's story when they return; he's fully occupied by Range's explanation of how the colony ship crashed on Frontios. All of their technology failed and was destroyed in the crash, and after they spent a decade tilling the fields the bombardments began. Although there is little doubt that the colonists of Frontios are being deliberately attacked, nobody yet knows why, or by whom. Tegan and Turlough, meanwhile, discuss the lighting situation with Norna, who offers to help them break onto the colony ship and steal an acid jar from the research room, in order to run more power through the weak phosphor lamps. As Brazen and Plantagenet emerge from the colony ship, Norna helps Tegan and Turlough to sneak on board — but they are spotted, and Brazen follows them with a squad of orderlies. They manage to evade the Orderlies and get into the research room, where they use a block and tackle to lift the heavy battery out onto the hull of the ship. Unfortunately, their escape route is blocked; an Orderly named Cockerill has stolen extra food from the ration stores, and he and his fellows have settled in for an illicit meal. Norna decides to lower the acid battery over the side of the ship, but as they near the ground they are spotted by the warnsman, who normally keeps an eye out for signs of the bombardment. He rushes over to confront them and is accidentally knocked out by the swinging battery — as the skies begin to darken. Plantagenet marches into the medical shelter to confront the Doctor, and accuses him of spearheading the invasion for which the bombardments have been a softening-up process. Range protests that the Doctor has tried to help, but Plantagenet refuses to listen — particularly when Brazen arrives with word that Range's daughter has helped the other two "invaders" to break onto the colony ship. The Doctor warns that fear and paranoia will only drive the colony to extinction, and offers to show Plantagenet and Brazen the harmless interior of the TARDIS. But as they leave the medical shelter, Norna arrives with the unconscious warnsman — and the bombardment begins. The Doctor, Tegan and Turlough shelter under a wing of the colony ship as the colonists rush back to the medical shelter; Plantagenet seems out of breath when he arrives, but assures Brazen that he's all right. The Doctor and his companions wait out the bombardment and decide to leave the hostile colonists to their own devices. But as they approach the TARDIS, they find only the Doctor's hatstand, stuck in the middle of a smoking pile of rubble. The TARDIS has been destroyed. The Doctor, still trying to come to terms with the loss of the TARDIS, is surrounded by an impromptu firing squad of orderlies. Norna stands in the line of fire, pointing out that even if the Doctor is an invader he will at least know why the colony is under attack. When the Doctor is unable to answer the question immediately, Plantagenet orders his men to open fire. Turlough grabs the nearest weapon, which happens to be the TARDIS hatstand — and a small explosion scatters rubble about the area. The Doctor identifies the effect as the result of residual energy from the TARDIS, but Plantagenet and Brazen are convinced that the hatstand is in fact a weapon — perhaps the very one which brings down the bombardment. Turlough uses the hatstand to hold the orderlies at bay, while the Doctor offers his help to find answers. Revere spent his life trying to find precious minerals beneath Frontios, but the Doctor intends to analyse the meteorites instead and find out where they're from. Plantagenet and Brazen reluctantly accompany the Doctor back to the research room, held at bay by the hatstand — but once in the research room Plantagenet tries to strike Turlough down with a crowbar. Turlough swings around with the hatstand and Plantagenet, although untouched, collapses, clutching his heart. The Doctor puts an end to the farce and checks out Plantagenet — who was struck a glancing blow during the bombardment and has been trying to carry on regardless. The Doctor accompanies Brazen and Plantagenet to the medical shelter while Turlough and Norna begin analysing the meteorite fragments. Tegan, meanwhile, has been helping Range to set up the new lighting system with the acid battery, and in the process learns more about the disaster that is Frontios. Colonists regularly desert the failing colony to live retrograde lives out in the wilderness, and the orderlies have begun to shoot deserters — although each death increases the possibility of the colony's extinction. Tegan notices that Range is keeping a set of files about deaths, and while Range is distracted by an emergency Tegan studies the files and finds one marked "Deaths Unaccountable". Range catches her and orders her not to mention the file to anyone. At that moment, the Doctor arrives with Brazen and Plantagenet, and uses the acid battery jar as a defibrillator to save Plantagenet's life. Brazen still isn't sure of the Doctor's intentions but is more willing to trust him. Plantagenet is still weak, but refuses to leave the medical shelter for his quarters on the colony ship; he must stay in full view of the colonists, for if they believe he is dead anarchy will result. Turlough wonders why the colonists don't dig underground shelters, but Norna claims that Revere outlawed digging beneath the earth. Turlough realises that some of Revere's rock samples are labelled with dates from after the quarry was supposedly closed, and eventually deduces that the block and tackle which they used earlier with the acid battery is in fact there to lift up the floor plates. Beneath the research room he and Norna find secret tunnels in which Revere continued his subterranean exploration and analysis. The rock in the tunnels is strangely moth-eaten, and as they continue on they find an area in which the walls are polished as smooth as glass. Turlough finds it all unnervingly familiar, and realises that a word, or name, is appearing in his memory but where has he heard the word "Tractators" before? He wants to go back, but Norna insists that they continue on — unaware that they are being followed by two creatures like giant woodlice. The Doctor and Range return to the research room, leaving Tegan and Brazen in the medical shelter. Tegan is coming to understand Brazen's difficult position, but while talking with him she accidentally lets slip about the existence of Range's secret files. Brazen concludes that Range is the one spreading rumours and sedition, but as he calls the orderlies together to take action, Tegan hears Plantagenet crying out for help — and arrives just in time to see him sink down through the ground and disappear. At that moment Cockerill arrives with a group of colonists, and Brazen bluffs them away, claiming that Plantagenet has better things to do than appear for their benefit. Tegan, realising things are getting out of control, slips away back to the colony ship — only to find that the colonists are already looting it. The anarchy which Plantagenet had feared has begun. The Doctor and Range find the open floor panel in the research room, and Range admits that he believes Revere closed the quarry after discovering something dangerous below ground. They enter the tunnels to search for Norna and Turlough, but it's Turlough who finds them — he's rushing back along the tunnels, screaming, and babbling about Tractators. As Turlough collapses into catatonia, the Doctor continues onwards, and Tegan arrives moments later and follows him. The Doctor finds Norna surrounded by a group of Tractators, who are exerting some sort of force to hold her immobilised. Tegan nearly stumbles into their midst, and the Doctor warns her back — but he is spotted, and the Tractators use the same force to drag him into their midst along with Norna. Tegan throws her phosphor lamp to the ground, the burst of light and fire distracting the Tractators and breaking their grip on the Doctor and Norna. Tegan gets Norna to safety, while the Doctor keeps the Tractators occupied. She then returns for the Doctor and is captured by the same gravity beam which is holding him. Range arrives to see the Doctor and Tegan being dragged away by controlled gravitational forces, and the Doctor warns him to get Norna and Turlough to safety. As the Tractators approach, the Doctor throws his own phosphor lamp at them, breaking their hold on him. He and Tegan flee into the tunnels and manage to shake off the pursuing Tractators. Brazen attempts to restore order in the colony, but even Cockerill has gone Retrograde, claiming that Frontios is finished. Brazen lets Cockerill out of the colony ship with his stolen food, but doesn't lift a finger to help him when he is set upon by other Retrogrades and beaten nearly to death for his rations. Lying helpless on the ground, Cockerill is drawn down through the earth as the Retrogrades watch — but in the tunnels below ground, the Doctor and Tegan stumble across the Tractator responsible, and are forced to flee when it abandons its former quarry and turns its attention to them. When Cockerill rises from the earth, the Retrogrades are amazed — surely a man who can free himself of the hungry earth can do anything. As Norna and Range carry Turlough back to the surface, he continues to babble about the Tractators and their invasion of his homeworld, as deep ancestral memories surface from his unconscious. He refers to them as an infection of the planet — and their intentions are evil. As they near the entrance to the colony ship, Norna finds a shred of map with Revere's handwriting on it — proof that he knew or suspected the presence of the Tractators. Upon arriving at the research room, however, Range and Norna are arrested by Brazen, who accuses Range of spreading disinformation to subvert law and order on Frontios. Range has been collecting facts and statistics to prove that the legends of "the hungry earth" are true — and it now becomes clear that, while Revere kept his suspicions secret to avoid panic until he knew the true nature of the threat, Range was keeping the vital information secret because of his leaders' conspiracy of silence. Turlough slowly begins to recover from the shock of his ancestral memories surfacing, and when Brazen admits the true facts about Revere's death, Turlough informs him that Revere and Plantagenet may still be alive. The Tractators need living minds as well as bodies to carry out their plans. Brazen decides to lead the Orderlies into the tunnel system to rescue his colony's leaders, and Range offers to guide them while Norna remains with the still-recovering Turlough. Turlough, ashamed of what he now sees as his cowardice, eventually sets off after the expedition to help them — unaware that Retrogrades are on the loose in the colony ship, and that he's left Norna alone in their midst. As the Doctor and Tegan search for a way out of the tunnels, they find clear evidence that the Tracatators are technologically advanced, and are mining out the tunnel system and polishing its walls for some reason. The leader of the Tractators, the Gravis, is holding Plantagenet prisoner in the Tractators' main cavern, waiting for the old driver of the excavation machine to expire before it installs Plantagenet in his place. The Gravis decides to send out the excavation machine to bring the Doctor to it. In the tunnels, the Doctor and Tegan hear the machine approaching and are forced to retreat from it into the main cavern. There, they watch in horror as the machine enters the cavern — with the emaciated body of Captain Revere held in its clutches, his mind slaved to its controls. The Gravis seems to know the Doctor by reputation, and is intrigued when Tegan inadvertently reveals that they travelled to Frontios by TARDIS. As the Tractators have been marooned on Frontios for centuries, the Gravis is obsessed with means of travel. The Doctor seems to side with the Gravis, pointing out that the Tractators were here long before the humans arrived; Tegan is furious with him, but the Doctor informs the Gravis that she's a malfunctioning android and the Gravis has a Tractator pinion her in a side cave out of the way. Captain Revere has finally died, and the Gravis is now preparing to install Plantagenet in his place. The Doctor has by now worked out that the colony ship's crash was caused by the Tractators, who allowed the colonists a decade to establish themselves before beginning the bombardments, using their control over gravity to draw the system's asteroids down upon the planet. He has also concluded that the polished tunnel system is intended as a wave guide to amplify the power of the Tractators' gravity beams. What he doesn't yet know is why. Turlough catches up with Brazen and the others, and Range returns to the colony ship to ensure that Norna is all right. The Orderlies reach the Tractators' caverns, where they rescue Tegan and rush into the main cave. The Doctor takes advantage of the distraction to release Plantagenet from the excavating machine, and when he breaks the link an electrical charge earths itself through the nearby Gravis, stunning it. The Tractators are unable to function independently without the Gravis, and in the confusion which follows the orderlies attempt to retreat. Turlough, however, is mesmerised by the excavation machine, which symbolises all that is evil about the Tractators in his unconscious memory. Brazen manages to pull Turlough away from the machine but is himself caught by its thrashing linkages. He orders the Doctor to get the others to safety as the machine runs out of control and begins to tear him apart. Range is captured by a Tractator on his way back to the colony, but escapes when it is thrown into confusion by the loss of the Gravis. Meanwhile, Norna is attacked by a Retrograde, but is rescued by Cockerill — who is now the leader of an army of Retrogrades trying to take command of Frontios and restore order. They don't believe Norna's wild story about Tractators until Range arrives, terrified and shaken by his experiences, and convinced that Frontios is doomed. The Doctor, Tegan, Turlough and Plantagenet shelter in the nearby tunnels, and Plantagenet reveals that he knows the Gravis' plan; the extended tunnel system is to act as a gravity motor, enabling the Tractators to pilot the entire planet throughout the galaxy and conquer other worlds. And Turlough has remembered the Tractators' greatest weakness; the Gravis is the source of all their power, and once separated from it they will become harmless burrowing insects. The Gravis recovers, and they are forced to flee into the tunnels — and the Gravis, realising that Tegan is not an android after all, decides to use her as the new driver for the excavating machine. Tegan wanders around in the tunnels and comes across bits of the TARDIS's inner walls. She is chased by the Gravis, who has now regained consciousness, and two of his Tractators. She inadvertently comes upon one of the TARDIS's inner doors and she opens it to find herself in the TARDIS console room, which has bits of rock wall mixed in with its normal walls. She also finds the Doctor, Turlough and Plantaganet hovering around the console. The Doctor ushers the Gravis in and then tricks him into reassembling the TARDIS by using his power over gravity. The Gravis pulls the TARDIS back into its normal dimension. Once fully assembled, the Gravis is effectively cut off from his fellow Tractators, which revert to a harmless state. The Doctor and Tegan deposit the now-dormant Gravis on the uninhabited planet of Kolkokron. Returning to Frontios, the Doctor gives Plantaganet the hatstand as a farewell token and asks that his own involvement in the affair not be mentioned to anyone, especially the Time Lords. Once the TARDIS has left Frontios, its engines start making a worrisome noise. The Doctor appears to be helpless as the ship is being pulled towards the centre of the universe. A group of futuristic humanoids are running down Shad Thames in 1984. As they attempt to escape, they are gunned down by two policemen led by Commander Lytton in the uniform of an inspector. Two of the humanoids, Galloway and Quartermaster Sergeant Stien, escape into the adjacent wharf where a time corridor is situated. Galloway is killed, leaving Stien alone. Lytton transports back to his battle cruiser and prepares to attack a prison space station. Its only prisoner is Davros, the creator of the Daleks. Meanwhile, the Doctor, Tegan and Turlough are being dragged down a time corridor in the Doctor's TARDIS, following on from the events at the end of Frontios. They land in an apparently disused part of London. The Dalek Empire attacked the prison station and try a direct frontal assault on the outside the station airlock with poor results. The station crew, led by Dr. Styles and Lt. Mercer, fight back in force. Lytton persuades the Dalek Supreme to use poisonous gas to dispose of the crew. This proves a success and the Daleks have little trouble taking over the station. Following orders, Watch Officer Osborn tries to destroy Davros, first with a non-functional automated system, then in person. However, Lytton and an engineer break into the cell and kill Osborn before she can complete her mission, then release Davros from his cryogenic imprisonment. The Doctor and his friends have by now met a traumatised Stien. He joins them in returning to the warehouse to hunt for the time corridor, but Turlough is suddenly discovered to have vanished. They meet a military bomb disposal squad, led by Colonel Archer, who were called in after builders uncovered what they believed unexploded bombs. While the others were distracted, Turlough had stumbled into the time corridor, and ends up on the Dalek ship. Having learned the Doctor is in the warehouse, the Supreme Dalek dispatches a Dalek to detain him. The Dalek travels through the time corridor and appears in the warehouse. The Doctor yells at everyone to take cover as it prepares to exterminate them. The Dalek kills several men before the Doctor gets them to focus their fire on its eyestalk, blinding it. In the struggle, Tegan is hit by the Dalek's sucker arm, but the others push the Dalek out of the loading bay doors, whereupon it hits the ground and explodes. Tegan has suffered a head injury and blacks out. On the prison station, only Styles, Mercer and two guards are left alive of the original crew. Disguised in uniforms taken from Lytton's guards, they plan to blow up the station with its self-destruct system. Davros explains to Lytton that his cryogenic sentence lasted for "ninety years of mind-numbing boredom." He vows revenge on "that meddling Time Lord," the Doctor. Lytton insists he is in their grasp. While Davros' travel chair is undergoing maintenance by the engineer Kiston, Lytton explains the Daleks lost their war against the Movellans due to the development of a virus that specifically attacks Dalek tissue. They have woken Davros to find a cure. Despite Lytton's reservations, Davros demands he remain on the prison station while working on the virus. It may be necessary for him to be refrozen. When Lytton leaves to discuss this with the Supreme Dalek, Davros uses a hypodermic-like mind control device to take control of Kiston. Meanwhile, the Doctor and the members of the bomb disposal squad have brought the remnants of the wrecked Dalek back inside. They search for the Kaled mutant inside. They find and kill it after it wounds one of the squad's men. The squad's scientific advisor, Professor Laird, looks after the victim and a recovering Tegan. Colonel Archer decides to radio his H.Q. for reinforcements, although his own radio is dead. Leaving the Doctor his gun-belt in case any more Daleks arrive, Archer leaves to find a telephone. Archer finds a telephone box, but the phone has been vandalised. Stepping outside, Archer finds two policemen (Lytton's associates), and asks one of the officers if he can use his radio to call for assistance. The policeman silently obliges, but when Archer tries the radio, it doesn't work. The other policeman then holds a gun to Archer's head. The Doctor and Stien head into the TARDIS to find out what is happening at the other end of the time corridor. On Earth, the soldier attacked by the Dalek mutant behaves very strangely, wandering away, mumbling nonsense, and running upstairs. Sergeant Calder follows the soldier, but finds himself confronted by four Daleks. Tegan and Laird hear the sound of gunfire upstairs and try to leave the warehouse — only to be caught by Archer, Calder and the soldiers. Archer tells them the warehouse is now under martial law and he will have them shot if they try to leave. Out of the soldiers' earshot, Tegan mentions to Laird that's not the real Archer, as the Colonel gave the Doctor his gun-belt and yet he's wearing one. The TARDIS materialises inside the Dalek ship and narrowly avoids being captured. The Doctor tells Stien they should find Turlough and make a swift exit. Stien points his own weapon at the Doctor, revealing himself an agent of the Daleks. A squadron of Daleks close in to exterminate the Doctor, but Lytton enters and tells them the Supreme Dalek has ordered the Doctor is not to be killed — yet. The Daleks confirm this and lead the Doctor away. On the prison station, Turlough joins forces with the remnants of the crew. He tells them of the time corridor to escape the station's self-destruction. The Daleks reveal their plan of cloning the Doctor and his companions and using the clones to assassinate the High Council of Time Lords on Gallifrey. Stien begins the mind-copying sequence while the Doctor tries to talk him into resisting his Dalek mind conditioning. Styles and the two station guards are killed while trying to activate the station's self-destruct system. Back on Earth, Tegan tries to escape by running east down the Thames Path, pursued by Lytton's "policemen", and shouts for help to a man with a metal-detector down on the mud banks. But the man has his back to Tegan, and is wearing headphones so he can't hear her. The "policemen" recapture Tegan, and then one of them callously shoots the man — even though he saw and heard nothing. Back at the warehouse, Archer orders the soldiers to put the women into the time corridor, but Laird panics and runs; the soldiers open fire and kill her. Tegan is taken through the time corridor to the Dalek ship. Meanwhile, in the duplication chamber, Stien is overcome by confusion. The Doctor has realised Stien's conditioning is unstable. He challenges his ability to think for himself. As the mind-copying sequence nears completion, Stien breaks his conditioning and stops the process, freeing the Doctor. The Doctor finds Turlough and Tegan. They return to the TARDIS with Stien and the last surviving station crew member. Rather than depart, the Doctor decides he must destroy Davros once and for all. With Stien and Lt. Mercer he heads to the station lab. He leaves Tegan and Turlough in the TARDIS, which he has secretly programmed to return them to the warehouse on time delay. In the lab, Davros has heard the Doctor has been taken prisoner by the Daleks. He announces that once the Doctor has been exterminated, he will build a new race of Daleks which shall be even more deadly. They shall again become the supreme beings. The Doctor confronts Davros in the lab. His chance to kill him is lost when Stien's conditioning reasserts itself long enough to let Lytton's troops kill Lt. Mercer. Horrified by his actions, Stien refuses to accompany the Doctor back to the time corridor. He runs off into the station. Davros' army (a biochemist, Kiston, a soldier, and two Daleks) is growing. He dispatches his newly Imperial Daleks and loyal troopers to Earth. Anticipating resistance from the now Renegade Daleks led by the Supreme Dalek. Davros opens a capsule of the Movellan virus. Two Daleks enter to exterminate him, but are killed by the virus. Back at the warehouse, a battle rages between Davros' new loyal Daleks and the Supreme Dalek Daleks. The TARDIS arrives and the Doctor returns through the time corridor. He now knows the "unexploded bombs" discovered earlier are canisters of the Movellan virus. He opens a canister that Turlough and Tegan have brought into the TARDIS. He places it behind the Daleks, who all start to die. Lytton has escaped. He gleefully watches the Daleks' demise. He swaps his Dalek uniform for that of a policeman, and joins his two fellow "bobbies" on their next vigil. Back on the space station with the Imperial Daleks defeated, Davros prepares an escape pod to flee from the station, but the Movellan virus attacks and seems to kill him. Back on Earth, Daleks from both factions are dead. Tegan is appalled at the deaths. The Dalek Supreme appears on the TARDIS scanner and threatens the Doctor, claiming the Daleks have duplicates of prominent humans all over Earth. It is just a matter of time before Earth falls. Meanwhile, a wounded Stien tries to activate the self-destruct sequence. Just as he is about to finish, the Renegade Daleks enter and exterminate him. Although dying, he manages to complete the sequence, destroying the station and the Dalek ship. The Doctor calls for them all to leave, but Tegan refuses. This has been one massacre too many. She no longer enjoys her adventures and wants to give it up, so she says a brief goodbye to the Doctor and Turlough before running off. The Doctor sadly remarks that he originally left Gallifrey for much the same reason that Tegan has just left him; he had tired of the nature of their lives and notes that he should try and mend his ways. With that, the Doctor and Turlough return to the TARDIS and as it vanishes, Tegan runs back, remembering the Doctor's old admonishment: "Brave heart, Tegan." She calls out to the empty air that, despite everything, she will miss him. On the desolate volcanic planet Sarn, chief elder Timanov counsels the young Chosen One Malkon on how to act in the wake of increased seismic activity, heralding the imminent volcanic catastrophe known as the Time of Fire. Their god Logar, the devout Timanov warns, is greatly displeased at the number of unbelievers. As the Chosen One -- so chosen due to the triangular "Mark of Logar" on his arm -- Malkon has sole authority to assign heretics to burn in the Cave of Fire and thereby appease their god. Malkon doubts his resolve to condemn unbelievers to death. Meanwhile two such unbelievers, Amyand and Roskal, scale the forbidden Mountain of Fire -- believed to be Logar's dwelling place -- and find the crater at the top empty. Now fully convinced that Logar is a myth, they return to the village to spread the news. As the Fifth Doctor muses bitterly about Daleks and the departure of Tegan, Kamelion's agonised cries are heard from an adjoining room. He has linked himself to the TARDIS data core. The TARDIS then picks up a distress signal; Turlough recognises the pattern and is sufficiently dismayed that he disables the communicator to stop the signal. The TARDIS coordinates have been changed, apparently by Kamelion, and they are en route to the source of the signal, the island of Lanzarote. American archaeologist Howard Foster and his team are trolling the nearby seabed for ancient relics. Among the artefacts they pull up is a strange, anachronistic metal object also bearing the Mark of Logar. Howard's restless stepdaughter Peri Brown, accompanying the expedition while on holiday from university, is bored and wants to travel with her friends to Morocco. Howard appears to relent, but strands her on the boat to make her miss her flight. Peri is furious at Howard, but finds his wallet full of money and an alien object Howard had fished out of the lake. She thinks it may be worth some money. Peri strips to her bikini and stuffs the artefact, Howard's money and her clothes into a plastic bag. She then jumps in the sea and begins swimming to shore. While the Doctor explores the island trying to find the source of the signal, Turlough has returned to the TARDIS, where he finds Kamelion at the console trying to establish contact with an unknown entity. Turlough overloads the console to disable him out of anger, thinking the signal may be from Trion. On the monitor, he sees Peri struggling in the water and beginning to drown. He runs out of the TARDIS, strips to his bathing suit, jumps into the water and swims out to her. He pulls her ashore and takes her to Tegan's old room to recuperate. He finds the alien artefact in the bag, pulling up his sleeve to show that he too bears the Mark of Logar on his arm. While Peri tosses and turns, muttering incoherent apologies, Kamelion seizes on her psychic impulses and transforms into Howard. The Doctor has traced the signal back to the artefact now in the TARDIS. The doors close and the TARDIS takes off automatically, apparently returning the object to its planet of origin, Sarn. Kamelion enters as Howard, but his mannerisms are like someone else's. After putting her clothes back on over her swimsuit, Peri enters the control room, confused as to where she is. In the great hall on Sarn, Timanov and Malkon attempt to quell the citizens' unrest due to the impending Time of Fire. The arrival of Amyand and Roskal with the news of their findings causes even more disruption. A desperate Timanov calls for a sign from Logar, and a burst of flame from the Cave of Fire is the apparent answer. Timanov seizes this as a call from Logar to burn the unbelievers. Just then, a lookout announces the arrival of the TARDIS, describing it in a way that corresponds with their legend of the Outsider, a representative of Logar. Timanov urges Malkon to condemn the heretics, but he hesitates. Once the Doctor and Turlough leave to explore, "Howard" announces that contact has been established, and that he now has control of the TARDIS. As he laughs maniacally, his features change into that of the Master before Peri's horrified eyes. The Doctor and Turlough explore the apparently deserted village square finding the triangular pattern, which Turlough identifies as the Misos Triangle, etched on a column. The Misos Triangle is an emblem of Turlough's home planet, Trion, but he is not forthcoming with further details. They do not notice another TARDIS materialising nearby. The Master's control of Kamelion is tenuous, and the shape-shifting robot momentarily regains self-control. He removes the TARDIS's comparator and urges Peri to give it to the Doctor, but then loses his self-will and his form shifts back to the Master. He pulls her out into the village square towards the Master's TARDIS, but a sudden tremor knocks it over, door-side down and a large rock falls hitting Kamelion causing him to fall over which allows Peri to escape into the desolate wilderness. The Master, trapped inside his TARDIS, orders Kamelion to pilot the Doctor's TARDIS inside his own, but without the comparator it won't function. The unbelievers storm the great hall, having found and befriended the Doctor and Turlough, displaying the travellers as the Outsiders. Turlough discovers the Misos Triangle on Malkon's arm, showing his own. He is convinced that the relics in the hall are from his father's ship, and that Malkon might be his younger brother. Malkon describes how he was found in the Place of Fire as an infant, and Turlough convinces him to take him there, where they find the wreckage of a crashed spaceship. They encounter Peri, who had been wandering lost since eluding the "Master". When Turlough learns that the Master is involved, they dash back to the village to warn the Doctor. The Doctor, however, finds himself at the mercy of Timanov and his own Outsider, the Kamelion/Master. Under the "Master's" sway, Timanov orders the sacrifice of the unbelievers to the flame. The "Master" demands the return of the comparator, which the Doctor doesn't have, as his new allies are pushed toward the mouth of the Cave of Fire. Malkon demands that the execution cease, but is shot down in the ensuing struggle. Timanov has the unbelievers and the Doctor locked into the cave with the flame. Turlough uses a Trion relic to remotely disable the sacrificial flame, which Timanov shows as a sign of displeasure from Logar at Malkon's apparent assassination. Still fooled by the "Master", Timanov leads a team of Sarns in helping to shift the Master's TARDIS, but once upright, the "Master" pulls Peri inside and dematerialises. Turlough arrives and releases the Doctor and the unbelievers from the cave. The Doctor struggles to figure out why the Master is on Sarn, and how to rescue the citizens from the impending doom of the volcanic eruption. He also reasons that the Trions had a more productive use for the Cave of Fire than mere sacrifice. Timanov speaks of a time when he was young, and he encountered Logar who took him to a bath of blue flame that rejuvenated him. The Master's TARDIS materialises in a control room deep below the volcano. The "Master" enlists Peri's assistance, on pain of death from his Tissue Compression Eliminator weapon, in controlling the machinery there to harness the power of Numismaton Gas, which is indeed a bright blue flame renowned for its healing properties. The Doctor takes advantage of the presence of the Numismaton flame to heal the ailing Malkon in the Cave of Fire. Eluding the Kamelion/Master and ducking into the Master's TARDIS, Peri locates what she reasons must be Kamelion's control box. Lifting the lid, she finds the Master lurking within, reduced to mere inches in height. The Master, having accidentally shrunk himself while attempting to upgrade his TCE weapon, seeks the power of the Numismaton Gas to restore himself. He constructed the control box to re-establish contact with his slave Kamelion to help him reach Sarn. Peri accidentally knocks the Master's control box over which allows the Master to escape into his TARDIS. Peri tries to track him down and swat him with her shoe, but he escapes and hides in the TARDIS console. There, he taunts Peri and shorts the controls to open the TARDIS door. Peri runs out and into the wilderness The Doctor and Amyand, with Peri's help, have reached the Numismaton gas control room. They find protective metallic suits which correspond with the traditional image of Logar. The Doctor realises that the Trions have used the control room to regulate the seismic activity, but the impending eruption will be too big to control. The Doctor sends Amyand back to the ruins wearing the only remaining suit. Kamelion pilots the Master's TARDIS into the blue flame and brings out the control box, bearing the Master within. As Kamelion advances menacingly on the Doctor with the TCE, he overloads the gas control circuitry to give Kamelion a near-fatal "heart attack". Kamelion, now freed from the Master's control, begs for destruction, and the Doctor complies with the TCE. The Master is restored to full height by the Numismaton gas, and gleefully describes the tortures that await the Doctor at his hands. But the Doctor's fiddling with the controls cuts off the gas, leaving the Master to burn in the full power of the naked flames. The Master's pleas for mercy go unheeded, and the Doctor watches as his enemy is apparently consumed by fire. Turlough, despite his status as a Trion political prisoner, swallows his pride and manages to re-activate the communication system in the wreckage of his father's ship, summoning a Trion rescue ship to pick up the Sarn survivors. Timanov, humbled by his easy manipulation by the Master in the name of his god, declines rescue and opts to perish in the ensuing volcano. Acting on instructions from the Doctor, Turlough programs the TARDIS to rescue the Doctor and Peri from the gas control room before it is destroyed. The Trion captain Lomand informs Turlough that due to general amnesty, his exile has been lifted and he is free to return home. Turlough thanks the Doctor, who understands Turlough's reasons for wanting to return to Trion, for everything and the two warmly bid each other farewell. Peri, on the other hand, asks to travel with the Doctor for the remaining three months of her vacation. The Doctor agrees, and he welcomes her aboard the TARDIS as it takes flight. The TARDIS lands on Androzani Minor, one of twin planets in the Sirius star system. The Doctor and Peri decide to explore a set of tracks that lead into some nearby caves. The Doctor finds a spaceship has arrived, carrying a strange cargo. Deep in the caves, a soldier is killed by a monster. In another part of the caves, Peri catches her foot in an unknown, sticky and stringy substance. As the Doctor pulls her leg free, he gets some of the substance on his hand. Despite noticing that the substance has a strange stinging sensation to it (something Peri also complains about), he is unconcerned. As they keep exploring deeper into the cave system, Peri asks why the Doctor wears a stick of celery, he explains that it is a safety precaution. He is allergic to certain gases in the praxis range of the spectrum; in their presence, celery turns purple. They discover a hoard of weapons and hear several footsteps. Soldiers capture them and take them to their leader, General Chellak. As the two explain their innocence to Chellak and Major Salateen, there is a call from Trau Morgus, a business conglomerate leader on Androzani Major and CEO of the Sirius Conglomerate. Believing the two to be working for gunrunners Stotz and Krelper, he loses all interest in them and orders their deaths after seeing that Chellak's "gunrunners" are not his own men over holographic communication. Deep in the caves, the masked madman Sharaz Jek has monitored the broadcast between Morgus and Chellak. He is delighted at Peri's beauty. Meanwhile, Chellak tries to reason with Morgus in an attempt to get him to relent on his decision to execute the prisoners, telling him that Peri and the Doctor has been fully cooperative and might give them more information if they are kept alive. But Morgus refuses, telling Chellek that there can be no negotiations with traitors. In their cell the Doctor and Peri await their deaths. The Doctor ponders what they have stepped into, noticing how Morgus lost all interest in them once he had had his look at them and his talk of fighting against android rebels. Peri comments that it hardly matters; the authorities seems bend on making the two of them fall guys for whatever is going on. The Doctor apologises to Peri for getting them into this mess, telling her that curiosity has always seemed to be his downfall. Their conversation then turns to the strange fungus Peri stepped in; Peri complains that the rash on her leg is starting to develop into blisters, and the Doctor tells her that the same is happening to his hand, noticing that the substance must have some highly toxic properties. Peri grimly points out that whatever it was, it probably will not manage to kill them before the executioners can. Meanwhile, in his lair, Sharaz Jek keeps the military base under close surveillance through hidden cameras. Looking at the Doctor and Peri in their cell and the soldiers preparing for the execution outside, he starts issuing orders to his androids. In the cell, the Doctor's thoughts turns to the "spectrox", which both Chellak and Morgus were discussing during their interrogation of them. He wonders what it is and why Morgus named it the "most valuable substance in the universe". Peri asks him if he really does not know, and the Doctor answers that even his knowledge is not limitless. As they talk, a secret door in the back of the cell opens and a figure steps inside. A business conversation between Morgus and the President of Androzani Major reveals the full picture of the Spectrox crisis. Spectrox is a powerful drug produced by bats in Androzani Minor's caves, which is the only known source of the drug. Spectrox is highly valued by the people of nearby Androzani Major for its ability to extend life and keep ones youthful looks somewhat intact. As Morgus and the President watch on a monitor, the Doctor and Peri are brought to the execution squad, dressed in red to hide the blood of their impending wounds. General Chellak asks if they have any last words; the Doctor tells him the whole thing is a mockery of justice, while Peri tells him just to get it over with. The soldiers step forward and take aim. On command, they pump bullets into the Doctor and Peri. Chellak has the soldiers check their weapons. As the bodies are cut free of the execution posts, Morgus switches off the monitor. He tells the President anyone without a valid work permit has been sent to Eastern labour camps to reduce crime. The President realises Morgus has been closing plants in the West and opening them again in the East. If he accepts Morgus' suggestion, the same people will be working for him without pay. It turns out that the Doctor and Peri have been rescued by Sharaz Jek, who was watching them and had prepared android duplicates to take their place in the execution. They are taken to his base to become his companions in exile. Chellak and Salateen go to look at the bodies. When they turn out to be androids, Chellak realises his career is at risk. He decides to not let anyone know about it. Meanwhile, the Doctor asks Jek if he could show him and Peri the way to the surface, but Jek explains that he intends to make them stay with him and keep him company. He assures them, with a hint of threat in his voice, that he will take care of their every need. Meanwhile, Stotz is having trouble. Krelper is getting fed up with the lack of pay and their recent string of failures and wants to leave the gunrunning enterprise. But when Stotz threatens with killing him, Krelper relents and Stotz decides to let him live for the time being. At Jek's base, the Doctor and Peri complain of rashes and cramps where they touched the sticky substance in the caves. Jek returns, and Peri asks him why he wants to keep them prisoners here. Jek answers that he is attracted to her beauty and that he likes the idea of having the Doctor as an intellectual sparring partner. He then tells the Doctor that he sees him as the most expendable person in this arrangement and he therefore expects him to be obedient towards him, warning him if he does not submit, then he will kill him, but Peri, on the other hand, he intends to keep alive forever. When Peri answers that eternal life is impossible, Jek explains that refined spectrox can extend someone's life, forever if need be, and he now owns all of it. "Until the army takes it away from you," comments the Doctor dryly, but Jek angrily retorts it will not happen. Thanks to his monitoring equipment, he knows the army's every move, and so far their fight against his androids have been slow and very costly in manpower for them; at the current rate it will take five years for the army to actually threaten his operations and by that time he excepts to the people of Androzani Major already to having risen up and forced the Presidium to agree to his terms: they can have all the spectrox they want once the head of Morgus lies at his feet. Meanwhile at Morgus' headquarters, Morgus is surprised to hear from Timmin that the copper mine has exploded. This takes care of overproduction and makes the price of copper rise. Morgus wants every employee to leave their place and stand in silence for a minute but then changes his mind and says half a minute. Back at Jek's base, the Doctor meets Salateen. He has been a prisoner here, too. Jek captured him months ago and replaced him with an android that looks like him. The real Salateen resignedly realises Jek will probably kill him now he has them for company. When the Doctor tries asking him about the weird symptoms he and Peri are experiencing and explains how they got them, Salateen breaks into a bitter laugh. He tells that they are in the first stages of spectrox toxaemia, a very serious form of poisoning contracted from exposure to unrefined spectrox. Their symptoms are only going to get worse from here and the condition will eventually kill them in a few hours. While there is an anti-toxin, it requires the milk of the queen bat. Due to the mining activity, all the bats have fled to deeper levels of the caves, where there is no oxygen, making it next to impossible to acquire. Stotz contacts Jek and tells him his ship is in good shape and it wasn't his fault that the androids didn't show up. Before Jek leaves to meet with Stotz and the gunrunners, Peri asks why he wears a mask. Jek flies into a rage. Shaking with anger, he explains that he was once Morgus' business partner in the spectrox business. One day when he was working on Androzani Minor, a mud burst erupted, but Morgus had betrayed him by giving him faulty detection instruments, so he had no warning of the burst. Though Morgus left him to die, Jek managed to survive, but was horribly scalded and disfigured. He has ever since tried to exact revenge on Morgus. Done with his explanation, he leaves them under the watch of his androids as he ventures out to meet up with Stotz. In the lower levels of the caves, Jek meets up with Stotz and the gun-runners and announces that he will only hand over half of the promised spectrox, as they have failed to deliver the shipment. This greatly angers Stotz who demands all of the payment he was promised, but Jek refuses, telling him that it is their own fault they lost the weapon shipment. Fuming, Stotz threatens to stop doing business with Jek for good, but Jek says he fully well knows the value of spectrox and can very easily find himself another weapon supplier. In Jek's HQ, the Doctor manage to get close to and reprogram the android guarding the entrance to the lair. Him, Peri, and Salateen then uses this opportunity to make their escape. Meanwhile, Stotz pretends to relent to Jek's offer, but as Jek leaves to get the spectrox, he points out to his fellow gun runners that they can just follow Jek back to his base, walk past his androids, kill him and steal his spectrox. The Doctor, Peri and Salateen head into the lower levels of the caves to find the queen bat. Unfortunately, they encounter one of Jek's android guards who opens fires at them. One shot gazes the Doctor on the temple which knocks him unconscious. Salateen, using Peri as a human shield, fires back at the android and destroys it, and he then forcibly drags her away from the Doctor despite her protests. The Doctor regains consciousness and discovers Peri has vanished. He goes to find her. Jek returns to his base, but flies into a rage when he discovers that Peri has gone. The Doctor takes cover behind a rock as Stotz and the gun runners enter. One of the gun runners is attacked and killed by a fierce magma beast. The other gun runners open fire on the beast and it kills another gun runner. It ignores the bullets and approaches the rock where the Doctor is crouching. The beast is distracted by the gun runners. It turns on them again. The Doctor escapes as the gun runners retreat. Meanwhile, Peri is taken with Salateen to General Chellak. She tells him what has happened. Stotz and the gun runners meet Jek. The Doctor meets Jek again. He tortures the Doctor and the Doctor finally tells him that Peri has been taken to Chellak. Stotz arrives. Jek tells him to take the Doctor to Androzani Major to see if he is a government spy. The Doctor is in the third stage of spectrox toxaemia and is feeling unwell, but Stotz doesn't care; the Doctor will live long enough to be questioned. In the army base, Peri also isn't feeling well, but General Chellak doesn't care; she and the Doctor have been working with Jek. Chellak orders an assault on Jek's base. Salateen agrees to tell Morgus about the assault and to throw Jek off guard when he broadcasts a message. Jek discovers the real Salateen is free to walk around the planet, leaving Peri unguarded. Meanwhile, Stotz chains the Doctor in the bridge of his spaceship and calls Morgus. As Stotz discusses the situation with Morgus, the businessman sees the Doctor still alive. He tells Stotz that Chellak faked the attack on Jek's base. Morgus is worried the President will see his double dealings. He tells Stotz to remain in orbit and Stotz, furious, leaves the Doctor on his own. When Stotz is gone, the Doctor tries to escape. He pulls himself free of the wall and uses the power core in the centre of the ship's bridge to sear the chains from his hands. He is still very weary from the Spectrox but programs the spaceship to land or "crash" on Androzani Minor. Meanwhile, Morgus, fearing deception, invites the President into his office and opens his private lift so the President can leave. The President doesn't realise it's just an empty shaft. Morgus pushes the President into the lift and he falls to his death. Morgus orders Timmin to have the lift maintenance engineer shot and makes his own plans to travel to Androzani Minor to put the situation right himself. Meanwhile, Jek has kidnapped Peri and taken her back to his HQ, where he finds the Doctor has gone. He is now insane and needs Peri's beauty to forget the trouble that Morgus has put him in. Peri tells him the army will attack soon, but Jek already knows that - he has changed the recognition code for the belt buckle. General Chellak and his men are in for a shock. The Doctor is in the centre of the ship's bridge. Suddenly an extreme tiredness overtakes him, and his vision becomes distorted. However, he manages to shake it off and return to clarity as he hears shouting at the door. It is Stotz, who has been alerted by the loud, rumbling noise from the landing procedure. He demands the Doctor unlocks the door, but the Doctor refuses. Stotz shouts for something to cut the door open with, and tries to coax the Doctor into open the door willingly, but the Doctor rebuffs him, telling him he rather should focus on finding something to hold on to, as their landing could easily be a rough one. Stotz's men proceeds to cut a hole in the door open with a blowtorch, but the edges of the cutout is too hot for Stotz to reach the door controls, so instead he points his weapon at the Doctor and threatens to shoot him. The Doctor notices that it is hardly a persuasive argument, since he will die soon anyway unless he can cure his toxaemia. Stotz gives him to the count of three to surrender, but the Doctor is unmoved by this, and he tells Stotz that he owes it to Peri to find the antidote as he got her into danger in the first place. "So you see," shouts the Doctor defiantly as Stotz finishes his countdown, "I'm not gonna let you stop me now!". The ship's rocket pods fire at the last moment, throwing Stotz's aim off and allowing the Doctor to violently land the ship on the surface of Androzani Minor. Still experiencing the effects of the Spectrox poisoning, the Doctor escapes from the spaceship. Krelper and another gun runner chase after him. Meanwhile, General Chellak plans the real assault on Jek's base, making him believe an attack lies elsewhere. As the assault force, guided by Salateen, heads towards the base, they come to a hold as they run into an android. Salateen assures them that there is nothing to fear, as the belt buckles will protect them, but as he moves towards the android to prove this, he is immediately gunned down. Panic erupts in the ranks as the soldiers realise that the signal is not working, and they frantically return fire. They eventually manage to disable all of Jek's androids, but at a very high cost of lives. Meanwhile, Krelper and his cohort are still chasing the Doctor. He approaches a cliff and falls from it. Rendered helpless for a moment, he is unable to get up as Krepler and the other gunrunner approaches him, but just they are about to kill him, a mudburst begins and they decide to leave the Doctor be and retreat to the safety of the ship. The Doctor gets to his feet and makes his way into the caves to save Peri. Chellak and the few remaining soldiers have no choice but to push against the mudburst. Chellak sees Jek and chases him to his base. Once there, he struggles with Jek until he pulls his mask off. He is so horrified at Jek's scalded face that Jek is able to push him outside into the path of the mudburst. Jek goes to Peri. She screams at the sight of Jek's face and Jek himself lets out a cry of agony. The Doctor arrives, struggling to hold off the effects of the Spectrox poisoning, and the regeneration that would rid him of the infection. When the Doctor explains that he can hold his breath much longer than a human and therefore has a better chance to survive in the lower parts of the caves, Jek provides him with an oxygen tank and directions, so he can find and milk the queen bat. As the Doctor departs to get the milk, Morgus arrives on the planet. He finds Timmin has betrayed him and taken his dirty dealings to the government, which means he is now deposed from power and isolated from his wealth. Morgus declares that he is not beaten yet, and quickly works out a deal with Stotz. Krelper and his friend, however, have decided to cut their losses and want no part in it. Stotz pretend to accept this only to shoot and kill them as soon as their guard is down. Morgus and Stotz continue on ahead, plotting to secure Jek's private stash of spectrox so they may disappear quietly to another planet. The two make their way to Jek's base, lured by extractor fans that Jek is using to keep the base temperature cool for Peri. Morgus orders Jek to give him the Spectrox. Jek sees Morgus and, consumed by rage, forgets all about Peri and everything else. He pulls off his mask, showing Morgus his scalded face. As Morgus looks at Jek in shock, Jek throttles him. Stotz opens fire on Jek, but the Salateen android returns and kills him. With his last ounce of life, Jek pushes Morgus' head into his extractor fans. Morgus dies in seconds and the extractor fans short circuit and burst into flames. Jek dies in the arms of the Salateen android, giving it his last orders to hold him. The Doctor arrives just after the battle, and escapes, but the Salateen android stays where it is as the fire destroys Jek's base. The Doctor takes the unconscious Peri back to the surface and the TARDIS, but a mud burst is on its way. While he unlocks the TARDIS, the Doctor spills half the bat's milk in the sand. He manages to open the door, get inside the TARDIS and dematerialise as the planet's surface explodes in boiling mud. Inside the TARDIS, the Doctor feeds Peri all of the remaining bat's milk, then collapses on the floor of the TARDIS, now so close to death that he is starting to doubt that regeneration is possible, saying aloud "Is this death?". Peri recovers to find the Doctor lying in pain on the floor. The Doctor quickly explains he cured her with the bat's milk, but he only had enough for her. He tells Peri that there's nothing she can do, that he will be going soon, and it's time to say goodbye. Peri encourages him not to give up and pleading he can't leave her now. He then says that he "might regenerate", but he doesn't know for certain that he will be able to, because the process "feels different this time". A bright glow surrounds the Doctor as his image distorts; he begins hallucinating his previous companions urging him to live, telling him the universe still needs him. He is particularly affected by the vision of someone who died, and his final word is, "Adric?" A vision of the Master appears, laughing at the Doctor and telling him to die. The visions of his companions begin to swirl, all their voices overlapping together and drowning out the taunts of his foe. The glow grows brighter and covers the Doctor. As the visions subside all at once, it fades to reveal the Doctor's new incarnation, a man with a sharp gaze and curly blond hair atop his head. Peri moves toward the regenerated Doctor and addresses him by name. The Doctor, now sitting up and fully alert, challenges his now-detoxified assistant with the words, "You were expecting someone else?" Speechless, she trips up, "I, I, I." He ironically scolds her, "That's three I's in one breath. Makes you sound a rather egotistical young lady." Peri asks, "What's happened?" He grandly declares, "Change, my dear, and it seems not a moment too soon," staring forward with a proud grin and a glint in his eye. After his regeneration following the events on Androzani Major and Minor (TV: The Caves of Androzani), the new Doctor starts behaving erratically. Peri is still shocked by the Doctor's change and has him look at his reflection in her compact mirror. The Doctor is happy with his new features, and claiming not to be happy with his last incarnation and decides that he must change out of his predecessor's clothing and find a new outfit fitting his new persona. He goes to the wardrobe and starts looking for a new outfit, finding a glaring, mismatched, brightly coloured coat, to which he immediately takes a shine. Peri tells him that he could not possibly go outside wearing such an awful garb, to which the Doctor takes offence. Two twins, Romulus and Remus Sylvest, receive a visitation from a mysterious old man called Professor Edgeworth. They question how he managed to get inside their house. He tells them he will return when their father is there, then proceeds to take control of their minds. The trio disappear. They arrive on a spacecraft in deep space. Edgeworth then communicates with his superior, a slug-like creature called Mestor, who instructs Edgeworth to take the twins to Titan III. In the console room, the Doctor is working at the console after dressing in a terribly mismatched outfit. Peri enters in a new blue outfit similar to her old one and asks how it looks. The Doctor responds, "Yuck", to her as she had done to his choice in clothing. He then quotes a poem about a peri — a good and beautiful fairy in Persian mythology, but one which used to be evil. The Doctor then accuses Peri of being evil, and of being an alien spy, before rushing toward her and throttling her. He catches a sight of his own manic face in a mirror and collapses in a heap, releasing Peri. When she tells him that he tried to kill her, he initially denies he could be capable of such an act unless it is in self-defence. Seeing how terrified of him she is, he decides he must become a hermit on the desolate asteroid Titan III as his punishment until he is properly humiliated. The twins' father contacts the authorities; he found Zanium in their room — a residue of their transmat and a sure sign of kidnap. Lieutenant Lang begins the pursuit and soon finds a suspicious ship previously reported missing. He tries to contact it, but it enters warp drive, something that class of ship is not designed to do. On Titan III, as the Doctor contemplates a thousand years of solitude and Peri expresses her disapproval, they hear the crash landing. Examining the wreckage, they find the concussed body of Lang. They take him back to the TARDIS where he reveals his whole squadron has been destroyed. Believing the Doctor to be responsible, he points his gun at the Time Lord and threatens to kill him. Peri pleads with Lang, telling him that the Doctor had in fact saved him, but he faints away. The Doctor is not keen to treat Lang, more concerned for his own life, but eventually agrees to Peri's persuasion. Edgeworth argues with Romulus and Remus, making them do Mestor's work. He scolds them for setting up a distress signal, so they are not allowed to use electronic equipment to solve the equations they have been set. An image of Mestor appears and gives the twins a more blunt threat — work for him or have their minds destroyed. On the TARDIS scanner, the Doctor and Peri see a building — something which has no place on an uninhabited asteroid. Leaving Lang behind, they find a tunnel which may lead to the building, but while exploring they are found two aliens wielding guns. The Doctor cowers in fear and pleads with them not to shoot him. They are led off and are brought before Edgeworth. The Doctor claims to be a pilgrim to Titan III, but Noma, one of the aliens, says they are spies and should be shot. The Doctor suddenly recognises Edgeworth as an old friend - Azmael, master of Jaconda, whom he last saw during his fourth incarnation. When the Doctor sees Romulus and Remus and discovers it is Azmael who has abducted them, he is disgusted. Azmael teleports away with the twins and the aliens, leaving the Doctor and Peri locked in the building. The Doctor starts to break the lock's combination, but Peri discovers Noma has set the base to self-destruct. The Doctor improvises a solution to teleport them back to the TARDIS. Peri makes a successful return, but the Doctor has not appeared when she sees the base explode on the scanner. A glimpse of the Doctor is seen appearing in the TARDIS; he was delayed returning because he was using Peri's watch to synchronise their arrival, but the watch had stopped. The Doctor is surprised at Peri's compassion when she thought he had died. On Jaconda, Mestor is seen putting one of the bird-like Jacondans to death for the petty offence of stealing a few vegetables. Soon, the TARDIS arrives, but instead of the expected beautiful planet the Doctor is expecting, he, Peri and Lang find a desolate wasteland covered with giant Gastropod trails. The Doctor is reluctant to go to the palace, scared for his own life, but is persuaded to take Lang there in the TARDIS. In the palace corridors, they see murals depicting Jaconda's history, depicting the slugs of myth - but it appears that they are now all too real. After avoiding some Gastropods, Lang gets stuck in their slime trail. Azmael takes the twins to his laboratory and shows them a store room full of Gastropod eggs. Mestor arrives and tries to persuade them that his aims are benevolent. Azmael begs him to stop reading his thoughts and stop Noma watching his every move. He agrees and leaves. Azmael explains to the twins that Mestor usurped him as leader of Jaconda and outlines a plan to draw two outlying planets into the same orbit as Jaconda. The twins' genius is required to stabilise those planets in their new orbit. The Doctor, leaving Peri and Lang behind, finds Azmael's lab. In a manic fit of pique, he attacks Azmael, but is restrained by a Jacondan and the twins. The Doctor apologises to Azmael but demands to know what is going on. Meanwhile, Peri is captured by Jacondan guards and brought before Mestor. When Lang escapes to Azmael's lab and informs them what has happened, the Doctor finally shows compassion for her when he thinks she might die. Mestor refrains from killing Peri immediately, finding her appearance pleasing. Jacondan guards arrive in Azmael's lab and seize the Doctor. The Doctor tells Mestor that he ought to allow him to assist with the dangerous operation of moving the planets, as a single mistake could blow a hole in that corner of the universe. Back in the laboratory, Azmael informs the Doctor the details of the plan to bring the planets into the same orbit — they will be placed in different time zones using time travel technology that Mestor stole from Azmael. The Doctor realises that, as the other planets are smaller than Jaconda, bringing them closer to Jaconda's sun will lead to catastrophe. The Doctor enters the egg storeroom, and is disturbed that they have no nutritional mucus. He tries to cut one open with a laser cutter; the shell is impenetrable, but the egg reacts slightly to the heat. The Doctor realises they have been designed to withstand the heat of an exploding sun — the explosion of the Jacondan sun will scatter the eggs throughout the universe. When they hatch, the Gastropods will conquer the universe. The one remaining Jacondan in the lab collapses dead, his mind burnt out. Mestor had been using him as a monitor, and knows the full details of what has been discussed. Peri, Lang and the twins return to the TARDIS, whilst the Doctor and Azmael go to confront Mestor. When Mestor refuses to abandon his plans, the Doctor hurls a vial of acid taken from the lab at him, but a force field protects Mestor from any harm. Mestor threatens to possess the Doctor's mind and body, and demonstrates by taking control of Azmael's body. Azmael tells the Doctor to destroy Mestor's body before he can return to it, which he does with a second vial. Then Azmael, in his last regeneration, forces himself to regenerate — killing himself — and in doing so destroys Mestor. Dying, Azmael says he has no regrets and that one of his fondest memories was a time spent with the Doctor by the fountain. The Doctor and Peri return to the TARDIS. Lang has no family back on Earth, and decides to stay behind on Jaconda to assist with their rebuilding. When Peri tells the Doctor off for being rude, he reminds her that he is an alien, with alien sensibilities: "I am the Doctor, whether you like it or not!" Two workmen are inspecting a London sewer. They find a new brick wall where none should be. One of them wanders off and vanishes, while his colleague is attacked by an unseen assailant. The Sixth Doctor is performing repairs to The TARDIS' chameleon circuit, something he has meant to do for years, but Peri is worried that he is over-exerting himself following his regeneration. She suggests he get some rest. He responds that she could also use some relaxation and steers the TARDIS towards Earth. Something begins to draw them off course. Back in London, the stranded mercenary Lytton now leads a small gang of criminals. They are planning their next job, a diamond heist. One man, Russell, is sent to procure explosives, but instead phones someone to tell them what Lytton is planning. The TARDIS is undamaged and now following Halley's Comet towards Earth in 1985. The Doctor decides to investigate what affected their flight, despite Peri's misgivings about the comet's reputation as a signal of impending doom. Lytton's gang enters the sewers via a prepared entrance concealed beneath a garage, planning to blow their way into the diamond vault from below. Before he joins them, Lytton adjusts a piece of advanced technology while his two police allies patrol the street. The TARDIS lands in the scrapyard at 76 Totter's Lane, having tracked a distress signal nearby. Its new chameleon circuit alters the appearance to an ornate piece of furniture inconsistent with a junkyard. As the Doctor and Peri search for the signal's source, they are silently stalked by the policemen. In the sewers, Russell hears someone following the four thieves. Lytton orders Payne to remain behind to "deal" with whoever is following them while he, Russell and Griffiths proceed into the dark tunnels. Payne is attacked and killed by the shadowy assailant. When he realises the distress signal is relayed via multiple points in the city, the Doctor decides someone must be observing the transmitter to determine when help arrives. The TARDIS, now a pipe organ, materialises at the garage. When he sees the absurd form his TARDIS has assumed, the frustrated Doctor remarks, "This is getting ridiculous". In a moment of whimsy, he plays the opening notes of J. S. Bach's "Toccata and Fugue in D minor" before Peri puts him back on task. The Doctor and Peri find the sewer entrance and the armed policemen, whom they overcome before venturing into the sewers. In the dark, they soon find Payne's body. On Telos, a group of partially cyber-converted prisoners toil in a quarry under Cyberman guards. Three of the prisoners attempt an escape. Only two make it out alive. The men, Bates and Stratton, need a third to operate the ship they plan to leave Telos in. Despite this setback, they continue with their plan and head for the Cyber-control building. They accost a Cyber-scout on the way and decapitate him, planning to hollow out his head for a disguise. Russell finds the Doctor and Peri. He reveals he is an undercover police officer. The Doctor disarms him and learns he was investigating Lytton, who appeared suddenly a year earlier and committed several daring crimes with great skill to build his transmitter. They return to the TARDIS, disabling the black Cyber-scout with a sonic lance on the way. However, some Cybermen are already inside the TARDIS and kill Russell. The leader, flanked by several other Cybermen, herds Lytton and Griffiths in the ship. The leader orders one of the Cybermen to destroy Peri at once. The Doctor agrees to co-operate with the Cybermen if Peri is spared on the word of the leader and Cyber-Controller, whom the Doctor believed dead. He sets the TARDIS coordinates for Telos and is placed in another room with Peri, Griffiths and Lytton. Lytton explains that the Cybermen have captured a timeship that landed on Telos and have great plans for that ship and the TARDIS as well. The Doctor asks how Lytton knows so much about Telos and the Cybermen's plans, but he does not answer. The Doctor explains to Peri and Griffiths that the Cybermen came to Telos and annihilated the native Cryons to use their refrigerated cities to store cyber troops after the destruction of Mondas, partially at the Doctor's hand, in 1986. The Doctor sabotages the navigational controls with the sonic lance, causing the TARDIS to land in the catacombs, rather than Cyber-control, whereupon it assumes the shape of a gateway. The Cybermen are attacked by a rogue Cyberman, one of many driven insane by faulty tombs. The distraction allows Peri, Lytton and Griffiths to escape. Peri is rescued by Cryon freedom fighters, more of whom find Lytton and Griffiths, explaining that they answered Lytton's distress call and he manipulated the Cybermen into bringing him to Telos. The Cryons have hired him to help them stop the Cybermen from destroying Telos when they have revived all their troops and left. Lytton's mission is to steal the time vessel to prevent the Controller's plan from succeeding. He in turn needs Griffiths to keep him alive long enough to make it to the ship, paying him with a fortune in diamonds, which are very common on Telos. Meanwhile, the Doctor is confined in a cold storage room, where he meets a Cryon prisoner, Flast. Flast says a few Cryons survived the Cybermen purges. They are fighting a guerrilla war, sabotaging the tombs to delay the revivals. She outlines the Cybermen's plan to prevent Mondas' destruction by travelling back in the time vessel and diverting Halley's Comet into Earth before Mondas has absorbed too much energy. Lytton and Griffiths track down the two escaped prisoners outside the city and convince the groups to ally themselves with each other to capture the time vessel, which needs at least three crewmen to operate. Lytton explains that the ship is their only hope and that it will arrive soon. They head into a hidden tunnel, which leads to Cyber-control. As they approach the landing pad, Lytton is captured by a Cyberman patrol while the others continue without him. The Doctor is outraged at the Cybermen's plan. Saving Mondas would contravene the laws of time. He is surprised the Time Lords are not doing something to stop it. He realises it must have been his own people who sent the TARDIS off course and manipulated him into place to be their agent yet again. Flast shows the Doctor what is in the storeroom - boxes of vastial, a common Telosian mineral, highly volatile above freezing. The Doctor uses a small amount to escape the room and kill the guard, leaving his sonic lance with Flast. She cannot leave the room without being boiled alive by the above-zero temperatures in the corridor, but volunteers to use the lance to detonate the vastial and destroy cyber-control. Lytton is tortured by the Cyber-controller for information before being forced to undergo cyber-conversion. The Doctor and Peri make their way separately to the TARDIS where, to lure the Cyberman guards out, the Doctor activates a distress beacon on the body of a dead Cyberman. Before being forced into the corridor and perishing, Flast hides the sonic lance in a box of vastial, where it slowly warms up. When the time vessel lands at the platform, the would-be hijackers (Bates, Stratton and Griffiths) try to board it, but are mercilessly cut down by the Cybermen inside. As the guards leave the TARDIS, the Cryons destroy them at the cost of their leader's life. The new Cryon leader, Rost, urges the Doctor to leave before Flast's explosion is triggered. The Doctor prepares to go, but Peri urges him to go back and rescue Lytton who, for once, was helping the right side. The TARDIS materialises in the conversion centre (taking the form of a police box), but it is too late to save Lytton, who begs the Doctor to kill him. The Cyber-Controller arrives to stop the Doctor, who surreptitiously puts a scalpel in Lytton's hand. Lytton waits until the Controller is next to him and stabs him in the arm, which is the distraction the Doctor needs. He takes the Controller's weapon and kills both of the Cyberman guards and the Controller himself, but not before Lytton is killed. The TARDIS leaves moments before Cyber-control explodes, leaving the Doctor to reflect on his misjudgment of Lytton. On Varos, a planet in the constellation of Cetus, the public torture of the rebel Jondar is broadcast throughout the planet. Citizens Arak and Etta watch the event from their room. Arak complains that they never show anything new to watch. In addition to the lack of new programming, the two must also deal with food rationing. Also, that night will be a punch-in vote ordered by the Governor, and voting is mandatory. Meanwhile, the Sixth Doctor is repairing the TARDIS console. Peri complains that the Doctor has caused three electrical fires, a power failure, nearly collided with a storm of asteroids, got lost in the TARDIS corridors twice, wiped the memory banks of the flight computer, jettisoned three quarters of the storage hold and burned her "cold dinner", all since the time-travellers left Telos. Minutes later, the TARDIS stops. It has stalled in the middle of deep space and the Doctor can do nothing to fix it. Sil, the Mentor representative of the Galatron Mining Corporation, is negotiating with the Governor over the price of Varos' Zeiton-7 ore. Their discussion, like many others, ends in stalemate. For many years, the Galatron Mining Corporation has swindled Varos by paying far less for the ore than its market value. To make matters worse, the Chief Officer is in league with Sil. The Governor moves on to conduct the night's vote. He addresses the people, asking for their vote on if they should hold out longer for a fair price on the ore. The Governor loses and is forced to endure Human Cell Disintegration Bombardment. The process slowly kills the target and is carried out because this is the third time his recommendations have failed to pass. The guard Bax recommends that the Governor execute Jondar to please the citizens so he can recuperate before the next vote. Peri locates the TARDIS manual and presents it to the Doctor. He quickly dismisses it. He says that he knows perfectly well what has caused their dilemma. The transitional elements within the TARDIS have stopped producing orbital energy and they need Zeiton-7 ore to realign the power systems. The Doctor explains Zeiton-7 is exceptionally rare and only comes from one planet: Varos. The Doctor repairs the TARDIS enough to get to Varos. They arrive right before the execution of Jondar is to take place. The guard on station to watch over the execution believes the TARDIS is a hallucination caused by the Punishment Dome. The Doctor and Peri exit the TARDIS and the guard thinks they are hallucinations as well. With some help from the chained Jondar, the guard is incapacitated. The two free Jondar and make their escape after being cut off from the TARDIS by more guards. They are rescued by Rondel. He has defected after speaking with Areta and decided to help them. But he is killed shortly thereafter by pursuing guards. The Doctor, Peri, Jondar, and Areta continue through the Punishment Dome, attempting to make their way back to the TARDIS. During a run-in with another group of guards, the Doctor is separated from the others, who are arrested. He enters a corridor that appears a desert. With all of Varos watching, he succumbs to the heat and collapses with his end as a close-up. During the ordeal, Peri has been brought to the control centre in the company of Sil and the other officers. They question her as she watches them bring the Doctor's body to an acid bath for disposal. It turns out he is not dead; his mind was influenced to make him believe he was dying of thirst in a desert. The Doctor suddenly stands up and walks over to the attendants while their backs are turned. The surprise makes the first attendant jump, pushing the second into the bath. A struggle ensues. The first attendant is pulled into the acid bath by the second attendant. The Doctor strolls out, saying, "You'll forgive me if I don't join you." After making his way from the acid baths, the Doctor is cornered by Quillam, Varos' chief scientist, and taken away. Back in the control centre, it is decided the Doctor and Jondar will be executed in a good "old-fashioned" way, while Peri and Areta will be reshaped with a cell mutator. The Doctor and Jondar are placed in the nooses while the Governor and Sil watch. At the last moment the Doctor asks the Governor about Sil and his extortion. Sil's bodyguards rush the platform and pull the lever. The two simply fall through the holes, the rope coming right off the support. As it turns out, there was to be no execution — it was all to get information out of the Doctor. The Doctor suspected this when he noticed that they were not being filmed. The group tries to stop the cell mutator on Peri and Areta, but they are told it's at too advanced a stage. The Doctor and Jondar grab the weapons of nearby guards to intimidate Quillam to deactivate the mutator, but it fails. The Doctor resorts to shooting the entire control panel. The process has stopped in the nick of time and Peri and Areta return to their original form. The four escape back into the depths of the Punishment Dome towards a possible escape route. Peri, still in a stupor from the mutator, is recaptured and taken to the control centre. The Chief and Sil make their final move on the Governor, hoping he will be killed in the next vote, securing their control of Varos and the Zeiton-7 ore. Meanwhile, the Doctor, Jondar and Areta make their way into the End Zone of the Dome, where the exit is supposed to be. The vote starts and the bombardment begins, but the guard Maldak has a change of heart and shoots the device to stop the bombardment, saving the Governor and Peri. The three make their way through the ventilation ducts to meet with the Doctor. The Doctor's group is chased by two cannibals and loses them in some poisonous tendrils. The Chief, Quillam, and two guards arrive on the scene but are ambushed and entangled in the tendrils, killing them. The Doctor's group meet with Peri, the Governor and Maldak. They all make their way back to the control centre and put an end to Sil's plans of controlling Varos. The Galatron Mining Corporation also began to side with Varos; a second source of Zeiton-7 ore has been found and Sil is ordered to obtain the Varosian ore at any price. The Doctor and Peri bid the Governor farewell, taking the replacement ore with them. The Governor issues a message to the citizens saying that there will be no more injustice, torture and executions. Arak and Etta watch in disbelief, wondering what they'll do with their new-found freedom. Something is amiss in the mining village of Killingworth in early 19th century England. Miners are being gassed in the bathhouse and turned into thugs and vandals, attacking men and machinery, seen as Luddites by other locals. The Sixth Doctor and Peri Brown witness this when they arrive in Killingworth looking for the cause of some sort of time distortion. They also notice one of the rampaging miners has a strange red mark on his neck. With his usual audacity, the Doctor foists himself upon the local landowner, Lord Ravensworth, who is concerned at the ferocity of the attacks, with the most passive of men suddenly turning violent and unpredictable. The answer lies in the local bathhouse. The Master has turned up at this key point in human history. He forces his way into the presence of the old woman who runs the bathhouse, in reality another Time Lord, the Rani. She is a gifted chemist and is using the set-up of the bathhouse to anaesthetise the miners and distill from them the neuro-chemicals that enable sleep. This is what causes the red mark on the victims. These chemicals are synthesised for use back on Miasimia Goria, a planet she rules and which the Master has visited, where her other experiments have left the inhabitants without the ability to rest. He persuades her they need to deal with the Doctor together. He also steals some of the precious brain fluid she has collected to ensure her collaboration. It is a rocky partnership, full of half-truths and deceptions. The Master goes to deal with the Doctor, egging on local miners to attack his enemy and persuading some to throw the Doctor's TARDIS down a mine shaft. The Doctor has meanwhile dressed as a miner and entered the bathhouse. He soon deduces the Rani's schemes. She traps him but he challenges her ethics. She reveals she has been coming to Earth for centuries to harvest her precious chemicals. The Master convinces the Rani to let him deal with the Doctor. He has the TARDIS pushed down a mine shaft. The angry Luddites put the Doctor in a cart to ensure that he follows it. The Doctor is saved by inventor George Stephenson. He and Peri return to Lord Ravensworth's, where Stephenson has planned a meeting of scientific and engineering geniuses in the village. The Doctor is worried about the wisdom of such a meeting in the current circumstances, but the Master is so desperate to see the event take place, he uses mind control of Stephenson's young aide, Luke Ward, telling him to kill anyone who tries to prevent it. The Master wants to use the finest brains of the Industrial Revolution to speed up Earth's development and then use the planet as a power base. He strikes a deal with the Rani; she may return to Earth at any time to harvest more brain fluid if she helps him achieve this. While the villains are away, the Doctor returns to the bathhouse and dodges booby traps to enter the Rani's TARDIS. Her control room holds jars of preserved dinosaur embryos. She summons her ship to the old mine workings with a remote control device, with the Doctor still inside. He hides while his adversaries talk. The Rani has also set land mines in nearby Redfern Dell. When the coast is clear, the Doctor slips away to report back to Ravensworth, Stephenson and Luke, who is behaving strangely. The Doctor and Peri make a swap with Ravensworth, who has retrieved the TARDIS. He gets the phial of brain fluid, which he is told to give to the affected miners. Before the eyes of an astonished scientist and his financier, the TARDIS departs. The Second Doctor pilots the TARDIS as Jamie McCrimmon laments over the absence of their friend Victoria Waterfield. The Doctor reminds him that she's off studying graphology at the time. Wondering where they're going, Jamie is informed by the Doctor that the Time Lords are sending them on a mission to Space Station Camera in the Third Zone; they've also installed a teleport control on the TARDIS that grants them dual control. Showing the image of their destination to Jamie, the Doctor hears him compare its size to twenty castles. The Doctor explains to Jamie that the station is a research facility and they are here to have a discreet word with Dastari, the Head of Projects. The TARDIS materialises in the station kitchen, where they meet Shockeye, the station cook. Shockeye is an Androgum, a member of a primitive, emotionally and ethically bestial humanoid race who make up the station's workforce. He is confrontational, angry that a ship has been landed in his kitchen, until the Doctor reveals he is a Time Lord. Suddenly deferential, Shockeye eyes Jamie hungrily and offers to buy him from the Doctor as the main ingredient for a meal. The Doctor, shocked, refuses. He takes Jamie away to see Dastari. As they leave, however, they hear the sound of the TARDIS dematerialising. This is observed by Chessene, an Androgum technologically augmented to mega-genius levels; her appearance has changed because of such - she looks like an attractive human woman. Chessene has plans of her own. They involve someone named Stike, who will be arriving soon, once Shockeye's poisoned meal for the scientists takes effect. She has also taken possession of the Kartz-Reimer module. The Doctor speaks to Dastari in his office. He explains the Time Lords want Kartz and Reimer's time experiments ended, as, if the wrong people had access to time travel, it would spell disaster for the entire universe. The Time Lords have an official policy of neutrality, which prevents them from getting directly involved. Because of such, they've sent the Doctor, who has been exiled from their world, to maintain deniability of ever being involved. Dastari introduces Chessene. The Doctor is sceptical that augmentation can change her Androgum nature. He considers such tampering dangerous. Meanwhile, three Sontaran battlecruisers appear near the station on an intercept course. Before the station's defences are activated, Chessene incapacitates the technician on post and opens the docking bays. Back in the office, the Doctor warns that the distortions from the Kartz-Reimer experiments threaten the fabric of time. Dastari refuses to order them ended. He accuses the Time Lords of not wanting another race to discover the secrets of time travel. The argument grows more heated. Dastari grows faint and falls into a drugged stupor. Energy weapons begin to sound in the corridors and the Doctor orders Jamie to run, as a Sontaran levels a gun at the Doctor. Somewhere and somewhen else, the Sixth Doctor is fishing while Peri finishes dressing herself after trying to get a tan. He tries explaining that the lake should be full of gumblejacks, a fish that tastes heavenly when cooked just right. The Doctor packs up his fishing pole, chair and umbrella. He tells her it's time to leave. After returning to the TARDIS, Peri is startled as the Sixth Doctor sways and collapses — just as, back on the station, Jamie spies the Second Doctor in a glass chamber, writhing in agony while a Sontaran manipulates controls. In his TARDIS, the Sixth Doctor awakens in a confused state. He starts talking about jelly babies and a recorder. He has had a vision of himself in his second incarnation being put to death. He realises this is impossible, since he is still alive, but he is also concerned he may have died in the past and only exists now as a temporal anomaly. He decides to consult his old friend Dastari. The TARDIS materialises on the station. Everything is dark. The smell of decay and death is everywhere. The station computer demands the Doctor leave. When he refuses, it tries to kill Peri and him by depressurising the passageway. The Doctor opens a hatch and drags his unconscious companion to another section. In Dastari's office, the Doctor discovers the scientist's day journal and the Time Lords' objections to the Kartz-Reimer experiments. He refuses to believe his people are responsible for the massacre. Peri suggests someone is trying to frame the Time Lords to drive a wedge between them and Third Zone governments. They leave the office to enter the service ducts, work their way to the control centre and try to deactivate the computer before it kills them. On Earth, Chessene, Shockeye and a Sontaran, Major Varl, seize a Spanish hacienda, killing its aged owner, Doña Arana. Varl sets up a beacon for the Sontaran ship. Chessene absorbs the knowledge of the old woman's mind, learning they are in Andalucia just outside Seville. Varl announces Group Marshal Stike of the Ninth Sontaran Battle Group is in orbit. Meanwhile, Oscar Botcherby and Anita approach the grounds. Oscar, an English ex-stage actor who is running a restaurant in the city, is here to catch moths, armed with a net and a cyanide killing jar. Anita and he see the Sontaran ship zoom overhead and through binoculars observe Dastari and another Sontaran carrying an unconscious Second Doctor towards the hacienda. Anita pulls Oscar along, thinking them victims of an aeroplane crash who need help. In the bowels of the station, the Sixth Doctor tries to disconnect the main circuit to prevent the computer from attacking them again. Suddenly, Peri is attacked by a humanoid in rags. Her cries distract the Doctor. He is hit by a gas trap and falls unconscious, ensnared in the wires. Peri knocks out her attacker and frees the Sixth Doctor, who saved himself by shutting off his respiratory passages. He disconnects the computer's circuits. They find that Peri's attacker is a half-delirious Jamie, who has been hiding all the while. Jamie moans that "they" killed the Doctor. Under hypnosis, he tells the Sixth Doctor what has transpired, giving a description that the Doctor recognises as the Sontarans. Returning to the office to examine the station records, the Doctor suddenly sees Peri in the glass tube, writhing in pain. As he frantically works the controls, the person in the tube changes from Peri to Dastari to the Second Doctor and even to himself. When Jamie and Peri return to the office, the Sixth Doctor explains that what Jamie saw was an illusion designed to make people believe the Doctor was dead and not investigate further; the animator had been left on and captured Peri's image. This means the Second Doctor is a prisoner. The Sixth Doctor deduces the Sontarans kidnapped Dastari as well. Dastari is the only biogeneticist in the galaxy who can isolate the symbiotic nuclei of a Time Lord, which gives them the molecular stability to travel through time. Given time travel, the Sontarans will be unstoppable. The Sixth Doctor puts himself into a telepathic trance to find his past incarnation. He wakes, having heard the sound of the Santa Maria, the largest of the twenty-five bells at the Great Cathedral of Seville. In the cellar of the hacienda, Dastari and Chessene set up equipment. The Second Doctor is drugged and passive. Dastari asks why they are on Earth. Chessene says it is convenient for an attack Stike plans for the Madillon Cluster against the Rutan Host and Shockeye wants to taste the flesh of humans. Dastari heaps scorn on Shockeye's primitive urges. He urges Chessene to remember she is beyond those, now. The TARDIS materialises near the hacienda. Oscar approaches it as the TARDIS crew emerge. He thinks it a real police box and the Doctor and his companions are plain-clothes police officers. Taking advantage of the mistake, the Doctor asks that Oscar lead him to the hacienda. Dastari plans to dissect the Second Doctor's cell structure to isolate his symbiotic nuclei and give them to Chessene. The Second Doctor calls him mad. He protests that her barbaric Androgum nature and the ability to time travel will mean there will be no limit to her evil. The Sixth Doctor asks Peri to create a distraction at the hacienda's front door while he and Jamie enter the cellar via a passage from the nearby ice house. Peri interrupts Dastari's operation. She poses as a lost American student. Chessene is suspicious, having read thoughts of the Doctor in her mind. Chessene gets Shockeye to bring the Second Doctor through the hall, strapped to a wheelchair, to see if Peri reacts. She does not for she has never seen the Second Doctor. Peri makes her excuses and leaves, but Shockeye chases her anyway, eager for a meal. Meanwhile, the Sixth Doctor and Jamie are in the cellar. The Doctor examines the Kartz-Reimer module, a prototype time machine modelled on Time Lord technology. He tells Jamie that once the module's briode nebuliser is primed with his symbiotic nuclei — the Rassilon Imprimatur — it will be safe for anyone to use. Unfortunately, the Sontarans have heard him. Outside, Shockeye catches up to Peri. She trips and falls. Shockeye looms over her, muttering with delight. Shockeye knocks out Peri and brings her to the kitchen. In the cellar, Stike threatens to kill Jamie unless the Sixth Doctor gets into the module and primes it with his symbiotic print; the Doctor does so. Stike is about to kill Jamie anyway, but Jamie stabs Stike's leg. Jamie and the Doctor run upstairs, where they find the Second Doctor. Before they can release the prisoner and escape, Shockeye shows up with the unconscious Peri. The Second Doctor feigns unconsciousness while the others hide. While the Sixth Doctor and Jamie watch from their hiding place, Chessene voices her concerns. If a second Time Lord is involved, other Time Lords may come. She has a contingency plan. She asks Dastari to implant the Second Doctor with Shockeye's genetic material, turning the Doctor into an Androgum in her thrall. Then they will eliminate the Sontarans. However, Dastari and Chessene do not know the module is primed and that, outside, Stike is preparing to leave in it once Sontaran High Command has been notified. He will leave no survivors. He orders Varl to set the Sontaran battlecraft's self-destruct mechanism. Interrupting Shockeye before he slaughters Peri, Chessene has him bring the Second Doctor to the cellar. There, she stuns Shockeye so Dastari can remove his genetic material. The Sixth Doctor revives Peri in the kitchen and ushers Jamie and her away. The Sixth Doctor tells them what he revealed about the Imprimatur in the cellar was not strictly true — he had heard Stike approaching and the speech was for the Sontaran's benefit. The machine worked for the Doctor, but will not for them because the Doctor has taken the briode nebuliser. Dastari has implanted the Second Doctor with a 50% Androgum inheritance. When Shockeye wakes in a rage, he finds a kindred spirit in the transformed Doctor. They decide to go into the town to try the local cuisine. In the meantime, Dastari lures the Sontarans into the cellar. Chessene attacks them with two canisters of coronic acid. Varl is killed, but Stike, though wounded, escapes. He tries to use the module, but without the nebuliser, it severely burns him. Stike staggers towards his battlecraft, forgetting about the self-destruct. The ship explodes, taking him with it. The Sixth Doctor, Peri and Jamie follow the Second Doctor and Shockeye into Seville, hoping to cure him before the change becomes complete and affects the Sixth Doctor as well. Dastari and Chessene are seeking the two of them, knowing that unless the Second Doctor undergoes a second, stabilising operation, he will eventually reject the Androgum transfusion. The Second Doctor and Shockeye go to Oscar's restaurant. They order gargantuan amounts of food. When Oscar demands they pay, Shockeye stabs and kills him, just as the Sixth Doctor and the others arrive. Shockeye leaves behind the Second Doctor, who slowly reverts to normal. All of them leave the restaurant to the distraught Anita. Chessene and Dastari arrive to take them back to the hacienda at gunpoint. Chessene and Dastari find the nebuliser missing. The Sixth Doctor tells them how he primed the machine for Stike. To test the Doctor's claim, they replace the nebuliser and send Peri on a trip with the module and she survives. Chessene gives Shockeye permission to eat Jamie. The Androgum takes him to the kitchen. Alone for the moment, the Sixth Doctor smugly confirms the Second's suspicions — the nebuliser is sabotaged, with an interface layer so thin it would only work once for Peri. The Doctors retrieve the key to their chains. The Sixth Doctor frees himself first and runs to save Jamie. He encounters Shockeye in the kitchen. The Androgum wounds him with a knife, then pursues him through the grounds, but the Sixth Doctor finds Oscar's cyanide killing jar. He ambushes Shockeye, covers his head with Oscar's butterfly net and presses the cyanide-soaked cotton wool to his face, killing him. The sight of the Time Lord's blood on the ground is too much for Chessene. She falls to her knees and starts licking it, to Dastari's disgust. He realises that no matter how augmented she may be, Chessene will always be an Androgum. He decides to free the Second Doctor and his companions. When Chessene sees this, she shoots and kills Dastari. She tries to shoot the Second Doctor and Peri as well, but Jamie throws a knife at her, making her drop the gun. Chessene goes into the module, hoping to escape, but the module explodes, causing the molecular disintegration of Chessene and turning her back into a common Androgum in death. The Second Doctor uses a Stattenheim remote control — which the Sixth Doctor covets — to summon his TARDIS. He and Jamie say their goodbyes and leave. The Sixth Doctor and Peri make their way back to their own TARDIS. The Doctor tells her that from now on, it will be a healthy vegetarian diet for both of them. The Doctor and Peri are arguing over their next destination when the TARDIS is ensnared by a Kontron tunnel, a time corridor in space. After the Doctor fails to free the ship, he and Peri strap themselves in. The TARDIS approaches the corridor and is nearly torn apart by the impact, but stabilises once it has entered the corridor. It is navigated to the source of the disturbance, the planet Karfel, a world the Doctor has visited before. Before they get there, the translucent image of a woman glides through the console room. On Karfel the small population is ruled in a rigid hierarchy. At the apex is the Borad, a sadistic and despotic ruler. The Borad has never shown himself in person, only via security monitors which show a dignified old man, but something in his manner does not ring true. Fear is enforced rigidly through the policing of androids. Rebels such as Aram, Gazak and Tyheer are dealt with either by summary execution or despatch and death via the Timelash - a permanent, and ultimately fatal, exile down a corridor of time and space. Below the Borad is the Maylin, in effect a proxy mayor figure, the most senior of the five Councilors of Karfel. These Councillors are more cyphers than people of true council. One of them, Mykros, has grown unhappy with the rule of the Borad. Since the Borad came to power, their people have become disillusioned, rebellious and miserable. Their former allies, the Bandrils, are poised to invade. The Bandrils threaten war after the Borad rescinds the grain supply treaty, which underpinned the relationship between the two civilisations. Mykros determines to discover the truth and follows the Maylin, Renis, into the Borad's power chamber. The unhappy Maylin is transferring the power supplies of the Karfelons into the Borad's personal system, despite the danger to his own wife, who is recovering from hospital surgery. Renis finds Mykros and gives him his blessing in rebellion. However, the Borad finds out and metes out the usual punishment: the Maylin is aged to death in a deadly beam while Mykros is sentenced to the Timelash. Before he can be sent in, however, Vena, Renis' daughter and Mykros' lover, intervenes to plead for his life. When this fails, she steals an amulet conferring the power to pervert the energy supply from the new Maylin, the sycophantic Tekker, and accidentally falls into the web of the Timelash herself. The arrival of the TARDIS presents Tekker with an opportunity to retrieve the amulet. The clever Maylin greets the Doctor and Peri as favoured guests, but the Doctor is suspicious of a Karfelon society that has made huge scientific leaps in a short time and that does not permit mirrors. When the Doctor refuses to venture into the Timelash again, Tekker explains that Peri has been taken hostage to ensure his co-operation in retrieving the amulet. However, while attempting to capture Peri, she escaped into the caves of the Morlox, large lizards indigenous to Karfel, where Tekker hopes she will die. While cornered by the Morlox, Karfelon rebels, Katz and Sezon, arrive and shoot at the Morlox and take her into their company. However, they are soon attacked and captured by a patrol of guards. To protect Peri, the Doctor returns the TARDIS into the Timelash. He calculates the normal path of the Timelash would send Vena to 1179 on Earth, but the interference of the TARDIS (which she passed through and the Doctor and Peri had seen earlier) caused her to end up in Scotland in 1885. When the Doctor arrives he finds Vena, the amulet and a justifiably agitated young man named Herbert. All three depart on their return journey to return the amulet -- which is all Tekker cares about when the TARDIS arrives back in the Council Chamber. The Doctor, Vena and Herbert are rounded up with the rebels Mykros, Sezon and Katz and condemned to the Timelash. Brunner reports the Timelash is ready, and Tekker tells the Doctor to save his breath for the Timelash. The android grabs the Doctor and forces him to move towards the Timelash. Laughing, Tekker tells the Doctor goodbye as the android forces the Doctor closer to the Timelash. They fight back, killing the toadying Councillor Brunner and sealing the chamber doors, determined to hold out in a siege. This buys the Doctor enough time to hoist into the Timelash on a rope and take two Kontron crystals from the wall of the time corridor. He uses this to create a time ruse, allowing him to slip out of the chamber. Herbert follows. Tekker has fled to the Borad. He blames the setback on the last remaining loyal Councillor, Kendron, whom the Borad executes. Tekker remains at the side of the Borad, now revealed as a hideous amalgam of human and Morlox. Together they watch on a screen as Peri is brought into a cave and strapped down while Morlox gather to feed. A canister of the chemical Mustakozene-80 is placed nearby. This can fuse together different tissue as one creature. It seems the Borad has taken a liking to Peri and wishes to mutate her like himself. The Doctor arrives to confront Tekker and the Borad, recognising the latter as Megelen, a crazed scientist he encountered on his previous visit to Karfel and exposed to the Counsel for unethical experiments on Morloxes. It seems one of those experiments has now gone wrong and Megelen wishes to replicate its effect to create a partner. His plan has been to provoke a war with the Bandrils with bendalypse warheads, which will wipe out all the Karfelons — but leave the Morlox and himself alive, allowing him to repopulate the world in his own image. This revelation prompts Tekker to rebel, but he is swiftly aged to death. The Doctor uses a Kontron crystal to deflect Megelen's beam back at him, killing the mutant in his wheelchair. Herbert helps the Doctor rescue Peri from the Morlox. They return to the Council Chamber where Mykros and Vena have identified a Bandril invasion fleet armed with bendalypse warheads. It is close to Karfel. The Bandrils are suspicious of the Doctor's attempts to intervene and prevent a missile strike. He takes drastic action. He materialises the TARDIS in the path of the incoming warhead, risking his own life to save Karfel. He succeeds and returns to Karfel to find Megelen returned from the dead and threatening the Council Chamber — or, rather, the other one was a clone of this original. Megelen is unbalanced by the image of himself in a boarded up mirror, revealing the reason he hid himself away. He is thrown into the Timelash by the Doctor, who says the Borad was sent to Loch Ness. In the TARDIS, the Doctor and Peri prepare to depart Karfel to return Herbert to his own time. Herbert is still outside and the Doctor calls to him to hurry up, before showing Peri Herbert's calling card, which identifies the young man as "Herbert George Wells". The TARDIS lands on Necros, at the funeral home and suspended animation centre Tranquil Repose. The Sixth Doctor and Peri have come to visit a deceased acquaintance. On the way, the Doctor points out great numbers of flowers similar to the soybean in food versatility. The Doctor is attacked by a mutant, who Peri accidentally kills whilst trying to save the Doctor. Before he dies, the mutant tells the Doctor the Great Healer used him as a genetic experiment. His appearance and hostility were caused by the experiments. At Tranquil Repose, a disc jockey plays songs and chats to entertain those in suspended animation. He keeps them aware of current events, but saves for moments of private reflection the fact that cures for some of the afflicted were perfected decades ago. A couple, Natasha and Grigory, have illegally entered Tranquil Repose, also looking for the scientist the Doctor is visiting — Arthur Stengos, her father. They find his assigned suspended animation capsule empty. Shocked, they continue looking and proceed downward. They find a dark room filled with pulsating brains and other experiments. Grigory walks past a Glass Dalek casing with a mutating red creature inside it. It opens its eye and Grigory comments on how gruesome the thing is. When Natasha looks at it, the creature opens its mouth and starts saying, "Na.. tasha? Natasha?". Natasha realises it is the head of her father and he is being changed into a Dalek. Kara, whose company distributes food throughout the galaxy, is a pawn of the Great Healer, in actuality Davros (now apparently reduced to a disembodied head in a tank as a result of being infected by the Movellan virus) who is leading the Imperial Daleks. He takes virtually all the money she makes. To dissolve this arrangement, she has hired the mercenary Orcini and his squire, Bostock. She has given Orcini a transmitter with a five-button passcode. This must be entered when Orcini enters Davros's headquarters. Orcini accepts the contract solely for the honour of killing Davros. With Davros eliminated, she believes she will have the power and the capital to control the galaxy. Arthur Stengos, who is now just a head with red flesh growing over him, explains to Natasha and Grigory what's going on. He tells them that the brains of everybody in Tranquil Repose are being used to change into new Dalek mutants. He says his mind has been conditioned to serve "the Great Healer", but he can't remember who "the Great Healer" actually is. He orders his daughter to kill him before he fully mutates. While she hesitates, Grigory pulls his own gun, but Natasha stops him and shoots her father herself. The two are captured, thrown in a cell and questioned by Takis and Lilt, who try rum on Grigory as a truth serum. As they are about to enter the Tranquil Repose, the Doctor and Peri find a giant statue of the Doctor in the Garden of Fond Memories. He realises this means that he will die here in his current incarnation. Peri cries out in alarm as the statue topples over, falls towards the Doctor and collapses on top of him. Peri sees Mr Jobel, and tells him what has happened. He tells Peri the Doctor may be dead. However, the statue is not made of stone, so the Doctor isn't harmed. He believes somebody raised it to get his attention. Inside Tranquil Repose, he and Peri are greeted by Tasambeker. Intrigued by the DJ's recordings, Peri wants to meet him and the Doctor urges her to do so, despite having Jobel as a companion. The Doctor wants to see the person who erected the statue dedicated to his passing and suspects trouble. Orcini destroys a Dalek, and Davros is notified. He is convinced Kara has sent assassins, so he deploys Daleks to bring her to him. They arrive, kill her secretary and take her back. Peri departs and the Daleks capture the Doctor. He is thrown in a cell with Natasha and Grigory, who are soon rescued by Orcini. Orcini penetrates Davros's lair. He and Bostock empty their guns into Davros' life-support system. Davros appears killed by the ensuing explosion, but Orcini realises the kill was too easy. Sure enough, the real Davros — who has survived the virus unscathed — appears with a group of Daleks. Orcini and Bostock try to shoot their way out, but they are quickly subdued, with one of Orcini's legs blown off in the fight. Kara is brought in and he betrays her motives to Davros. Shocked, Kara states that they are both dead. Orcini responds, "You before me," and kills her for her betrayal — the "transmitter" was actually a bomb. Natasha and Grigory infiltrate the incubator room yet again. They plan to destroy the brains scheduled for metamorphosis. When Natasha tries to fire her gun, it dies for lack of power. Grigory reckons there's a self-destruct switch on the brain incubator console. He presses some buttons, but stops as Natasha sees a glass Dalek incubator materialise. The Doctor, via communicator, warns Peri to get back to the TARDIS and hail the President's ship, which is en route with the body of the deceased First Lady. The DJ persuades Peri to use his equipment. Overhearing the transmission, Davros orders the DJ killed and Peri captured. The DJ produces a sonar weapon. He blows up two Daleks as they enter his room, but is killed when a third Dalek enters. Peri is captured. The Doctor overhears the events via broadcast. He rushes to save her but is caught en route by two Daleks. Both meet in Davros' laboratory where he reveals he has a new army of Daleks, hidden in catacombs somewhere underneath his laboratory. Natasha and Grigory plan to escape the incubator room before the Dalek fully grows. They make their way to the door, but Natasha turns around and notices the glass Dalek has disappeared. The two look up to see a Dalek machine flying high above the ground towards them. They try to open the door, but the flying Dalek exterminates them before self-destructing. Davros gleefully informs the Doctor of Natasha and Grigory's deaths, and reveals that even had they succeeded in destroying the laboratory, it would have achieved nothing, as his main force of Daleks is safely hidden elsewhere. As he goes to activate his Daleks, Bostock retrieves his gun and blows off Davros's hand. Bostock is immediately exterminated by a nearby Dalek, and a furious Davros vows to have the Doctor and Peri converted into Daleks, as revenge for all the problems the Time Lord has ever caused him. Meanwhile Daleks loyal to the Supreme Dalek and not to Davros arrive from Skaro, called by Takis who seeked to end the Imperial Daleks control over Necros after realising what has been going on. The Renegade Daleks demand to be taken to Davros, and Takis leads the way. Shortly, some of the Imperial Daleks appear and the two factions battle. The Skaro Daleks win and progress toward Davros. Davros is shocked when the newly arrived Daleks enter the room. He tries to persuade them to capture the Doctor, however they do not recognise the Doctor because of his regeneration. They take Davros back to Skaro to be put on trial for crimes against the Daleks. Orcini wants to explode the bomb before Davros's ship leaves — he hesitates and allows all to leave only because of the Doctor. The Doctor wants to set a timer, but Orcini says there is no time. They all rush out, and Orcini blows the bomb after hugging the body of Bostock. Unfortunately, the blast does not destroy the escaping Renegade Dalek ship, which causes Peri to think that Orcini threw his life away for nothing. The Doctor reassures her that Orcini died for something very honourable: the destruction of Davros's new generation of Daleks. With Tranquil Repose now devoid of its clients, and most of the facility having been destroyed by the explosion, the Doctor tells the surviving staff that they can continue to live their lives by cultivating the native weed plant, which can replace the food that Davros and Kara were supplying. Peri asks for a vacation, so the Doctor agrees, proclaiming "All right, I'll take you to--" (A freeze-frame occurs before the Doctor can name the intended destination.) The TARDIS materialises in a corridor, and the Sixth Doctor emerges, bewildered and alone. He walks into a room, where he is put on trial for conduct unbecoming a Time Lord. The Inquisitor notes that the Doctor has been on trial previously. The Valeyard states he will argue that the Doctor was shown too much leniency on that occasion. The Valeyard opens the case by using the Matrix to show the Doctor's actions on the planet Ravolox. The Doctor and Peri arrive on Ravolox, which is virtually identical to Earth. He tells Peri that the official records state that the planet was devastated by a fireball, but the forest they are walking through suggests otherwise. They are seen by Sabalom Glitz and Dibber, who attempt to shoot the Doctor. He moves off just in time. Glitz and Dibber discuss their plan to destroy the "L3 robot" by sabotaging its light conversion system, which has been turned into a totem by a primitive tribe. The Doctor and Peri explore a cavern. Peri discovers a sign saying "Marble Arch" — a London Underground sign. This means that they are on Earth. Peri begins to mourn for her planet. The Doctor interrupts the replay to ask what the relevance of this is. He then also asks why Peri is not with him on the station. The Valeyard answers that she is where the Doctor left her, and states that the Doctor's evident temporary amnesia — a side-effect of being taken out of time — should soon pass. As the Matrix resumes showing the events on Ravalox, Peri is still upset. The Doctor goes into the complex alone. Two masked figures appear and capture Peri. Meanwhile, Glitz and Dibber are brought before Katryca, Queen of the Tribe of the Free. Glitz claims that the totem attracted the fireball that devastated Ravolox, and asks for it to be taken down. The Queen tells him that others have asked for the totem to be dismantled, and none have succeeded. Glitz and Dibber draw their guns, but are overpowered and locked up. The Doctor finds an underground complex and picks up a bottle of water. This sets off an alarm, and people enter and subdue him. He is accused of stealing water, and sentenced to be stoned. The Doctor tries to block the rocks with his umbrella, but is knocked unconscious. The Valeyard proposes that the inquiry into the Doctor's activities should become a full blown trial, with the penalty being the termination of his life. Other officials arrive and break up the stoning. The Doctor is still breathing. Before he can be killed, Merdeen receives a message from the Immortal stating that he wishes to question the Doctor. The Immortal, revealed to be a huge humanoid robot, commands its two assistants to release the service robot. Peri is brought before Katryca, who informs her that as there are few women, she will need to take many husbands as a member of her tribe. She is put in the same prison as Glitz and Dibber. They tell Peri their plan to destroy the robot. They are taken back to Katryca, who tells them that Glitz will be sacrificed because of his attempt to destroy the great totem. The Doctor is taken to the Immortal, who introduces itself as Drathro. It commands the Doctor to work with the two assistants. The Doctor identifies the problem, and tries to leave in order to fix it, but Drathro does not allow him to, as his instructions are to maintain an underground system. The Doctor electrifies the robot and his assistants and escapes. Drathro sends the service robot to track down the Doctor. Meanwhile, Peri, Glitz and Dibber overpower the guards and escape. Dibber remains behind to plant a bomb on the black light converter, whilst they go to the underground complex. In the Marb Station, Merdeen tells Balazar that there has been no fire for hundreds of years, and he should leave the complex. They encounter the Doctor, and Merdeen implores him to help Balazar escape. Peri, Glitz and Dibber, pursued by tribesmen, find the Doctor, and they flee into the Marb Station, but are trapped between the tribe and the service robot. When Peri asks what they should do, the Doctor replies, "I don't know. I really think this could be the end. . . " The Doctor and Peri are saved when the tribesmen shoot at the service robot and disable it. The Doctor tries to re-enter the underground complex, but the tribesmen insist they all return to the village. There, the Doctor is brought before Katryca. She is unimpressed with his explanation of the true nature of the totem and puts them all back in the prison cell. Glitz confirms that the planet is actually Earth. Drathro reactivates the service robot and sends it to the village. It breaks into the building with the Doctor, stuns him after an attempted handshake and takes him away. The tribesmen disable the service robot and decide to attack the Immortal's castle to steal his technology, believing that they have killed him. Peri rescues the Doctor from the service robot. They set off to the underground complex to stop Katryca and disable the black light system. The Doctor and Peri encounter Merdeen, one of Drathro's train guards, in the corridors of the underground complex. He tells them that he is hunting. When the Doctor asks who his quarry is, he looks at the Doctor and says, "You". He raises a crossbow weapon at the Doctor and fires. Katryca and the tribesmen arrive at the castle, where they are confronted by Drathro. He electrocutes Katryca and dismisses the rest of the tribe. The Doctor enters Drathro's domain, promising to help repair the black light system. However, he determines it to be beyond repair, and tells Drathro that he must shut down the black light system to prevent a massive explosion. Drathro refuses as it would mean its own destruction. The Doctor pleads with him, saying that the explosion could destroy the entire universe. That makes Drathro determined to allow what he thinks is a unique event. Balazar and Peri plead with Merdeen to help them, noting that he would die if the converter exploded. Glitz and Dibber arrive and follow them into the castle through a food chute. Drathro tries to kill them by turning on the food processing system, but Dibber shoots him through the wall. Glitz tells Drathro that they have black light on their ship, and offers to take the robot to the Andromeda Galaxy. Drathro agrees, and leaves with Glitz and Dibber. The Doctor realises that the black light system has already begun to self-destruct. All he can do is prevent it starting a chain reaction. The system explodes, but the blast only destroys the castle, and as a result Drathro collapses. The Doctor and Peri leave Merdeen and Balazar to take the remaining inhabitants to a new life on the surface. The Doctor announces to the court that he has saved the Universe, and starts to present his defence. The Valeyard warns the Doctor that he has more evidence to come, and that the court will demand the Doctor's life at the end. The Valeyard and the Doctor argue about the Doctor's involvement in past events. The Inquisitor warns them to pay due respect to the judicial process. The Valeyard presents his second block of evidence - the Doctor's arrival on the planet Thoros Beta. The TARDIS arrives on the planet, where the Doctor shows Peri a weapon given to him by the "Warlord of Thordon", made on Thoros Beta. He says he has come to find out how the warlords obtained the technology. They enter a cave. Peri is grabbed by a monstrous creature. In the struggle the Doctor shoots it. The Valeyard accuses the Doctor of deliberately shooting the monster, but he insists the weapon went off accidentally. A figure arrives and accuses the Doctor and Peri of murdering the Raak, despite their protestations that it attacked them first. The figure asks if they are part of Crozier's group. The Doctor says he is. They flee before they can be identified as imposters, but are quickly faced by another monster. It reacts kindly when the Doctor is nice to it. They flee further. As they hide, they see three reptilian figures being carried by guards. The third is their old enemy Sil. The Doctor realises Sil is probably behind the arms sales, and informs Peri that Thoros Beta is the home world of Sil's race, the Mentors. In Crozier's laboratory, King Yrcanos is being experimented on. The Doctor and Peri sneak inside. As the Doctor sabotages some of Kiv's equipment, Sil arrives in the laboratory. The Doctor is strapped to a table and Crozier applies a metal helmet to his head. Crozier states that the equipment will extract the truth from a suspect and could prove fatal. He starts to probe the Doctor's mind, and the Doctor screams in agony. King Yrcanos awakes and destroys the equipment. Overpowering the guards, he departs the laboratory, followed by a stunned Doctor and Peri. Yrcanos outlines his plans to attack the Mentors. The Doctor says he would enjoy that, and then collapses. The Doctor tells the Inquisitor that he cannot remember these events. The Valeyard tells him he is in for a surprise if this is true. Yrcanos, the Doctor and Peri go to where new slaves are brought into the base. Yrcanos plans to attack the guards and steal their weapons, but as he sneaks into the room, the Doctor calls out to the guards, giving him away. Yrcanos, unable to fight the guards, flees. Peri points a weapon at Sil, and asks the Doctor for help, but he ignores her. Peri drops the weapon and flees after Yrcanos. Sil asks the Doctor why he helped the Mentors, and he replies that the odds were on their side. The Doctor insists that the footage is not of him, but the Valeyard tells him that the Matrix cannot lie. Peri comes across Matrona, who allows her to join the Mentors' servants rather than turn her over to the guards. Covered with a veil, she enters the Commerce Room with Kiv's medication. The Doctor calls to her to get him a drink, so she disguises her voice to avoid being recognised. When she brings him a new drink, the Doctor uncovers her and denounces her as an enemy to the Mentors. The Doctor tells the courtroom that what they are seeing is all part of his ploy. He says he planned to gain the Mentors' trust so that he would be allowed to interrogate her alone, giving them a chance to escape. Peri is lashed to rocks on the shoreline and the Doctor stands over her, accusing her of being a spy. She asks why he is behaving the way he is, and the Doctor tells her that Crozier is planning to put Kiv's brain into his body unless he can help them. Crozier stops the interrogation, saying that they have more effective methods of extracting the truth from Peri. As they re-enter the complex, Yrcanos attacks the guard and threatens to kill the Doctor. However, Peri smashes the gun from Yrcanos's hands, allowing the Doctor to flee. In Crozier's laboratory, the scientist prepares to transplant Kiv's brain into a recently deceased Mentor corpse with the help of the Doctor. The operation proves successful. Meanwhile, Yrcanos, Peri and Dorf team up with members of the Alphan resistance. Agreeing to allow Yrcanos to lead them in an attack on the Mentors, they go to the resistance arms dump, but they are ambushed by Mentor guards and shot down. However, it is revealed they have merely been stunned, and they are taken to cells. In Crozier's laboratory, Lord Kiv is rambling due to the body of the fisherman influencing his brain. Crozier makes plans to transfer the brain into another more suitable body, and suggests using Peri. The Doctor says he would prefer that she is not experimented on, but while he is trying to find another candidate, Peri is brought to the laboratory and strapped to the operating table. Crozier begins to prepare her for the surgery. Watching these events on the Matrix screen in the Time Lord courtroom, the Doctor protests that he was not responsible. The Valeyard, however, replies, "In your mind, perhaps not. But in reality it is somewhat different, Doctor." The Doctor looks perturbed. The Doctor goes to Yrcanos's cell and tricks the guard, allowing Yrcanos and Dorf to escape. Together they free the remaining resistance members. They head towards the control room, from where all the slaves are mentally controlled. They succeed in freeing the slaves from mental control, but Dorf is killed by a passing guard. Lord Kiv is taken to the laboratory to prepare for the operation. Peri is strapped down and gagged, and Kiv gives the order to shave her head. As the Doctor heads towards the lab, he is summoned by the Time Lords and promptly vanishes. The Inquisitor tells the Doctor this was the result of an order from the High Council, because the result of Crozier's experiment would affect all life in the Universe. As Yrcanos prepares his attack on the laboratory, the Time Lords capture him in a time bubble so that his attack is perfectly timed to destroy Crozier's work. When Kiv awakes in Peri's bald body, the time bubble dissipates and Yrcanos bursts into the laboratory. He is consumed with fury and begins firing his gun wildly, killing Peri and the others in the process. The Doctor is shocked by what he has seen. The Inquisitor and the Valeyard tell him that it was necessary to end Peri's life to prevent the disastrous consequences of Crozier's experiment. The Doctor insists that he was fetched out of time for some other reason, and he is going to find out why. The Doctor returns to the courtroom after a recess, given to allow him time to mourn Peri's death, which was revealed in the previous block of evidence. The Doctor begins his defence, showing events from his future. The galactic liner Hyperion III is a ship taking a supply of rare metals from Mogar to Earth in the year 2986 AD. The Doctor states that many of the passengers and crew will not survive the journey to Earth, for "[someone determined to] protect a secret hidden on the space liner will become a murderer." On the spaceliner Hyperon III, an elderly man named Kimber thinks he recognises a fellow passenger as an investigator called Hallett. However, the passenger denies this, claiming that he is a mineralogist called Grenville. A trio of scientist passengers — Professor Sarah Lasky and her colleagues Bruchner and Doland — are alarmed that Grenville might be an investigator. Edwardes, the communications officer, detects a craft close to the ship — the TARDIS — but is unable to get a reply. Suddenly, an unseen figure attacks him and injects him with a syringe. He then uses the communication equipment to send a message to the TARDIS. On board, the Doctor and Mel pick up a Mayday message, stating "perative traitor be identified before landing Earth." They materialise within the Hyperion III's cargo hold, next to the hydroponics centre. The Doctor tells Mel he can sense evil, and says they should leave, but they are seized by guards. They are brought before Commodore Travers — whom the Doctor has met once before. Travers denies sending a mayday signal, but wants the Doctor and Mel to remain on board, and confines them to passenger quarters. Travers hopes (from his previous experience of the Doctor's behaviour) that he will be able to find out who sent the fake mayday call. The Doctor is convinced that whoever sent the message knew him and wanted him on board. Mel suggests that the Doctor ask for a passenger list, in the hope of spotting a familiar name, while she wanders around the large liner in hope of finding the mysterious contact. Security officer Rudge takes Mel to the ship's gymnasium, where he shows her how to use the headphones and tape recordings to help her exercise. While she is doing so, Doland arrives and informs Lasky that someone has broken into their hydroponics centre. As they rush off to find Bruchner, Mel hears someone on her headphones, telling her to take the Doctor to Cabin 6. Down in the cargo hold, Lasky, Doland and Bruchner check the hydroponics centre; the large pods inside are stable, but the Demeter seeds have been stolen from the small work cabin. In the lounge, the Doctor persuades the stewardess Janet to let him see the passenger list, but he does not recognise any of the names. Mel arrives and gives the Doctor the message to go to Cabin 6, but the Doctor declines, claiming he feels like he would be simply walking into a trap. Mel decides to go by herself, but when she arrives, she discovers the Doctor is already there. They find the room has been wrecked, supposedly in a fight, and they find the silver Demeter seeds and a single boot. Rudge contacts Travers to inform him there has been an accident in the waste disposal unit; it seems that someone has been thrown inside. All that is left is a boot matching the one found by the Doctor and Mel in Cabin 6. They learn that these belonged to Grenville, but the Doctor does not recognise the name. The Doctor and Mel go to the gymnasium. The Doctor says that, with Grenville dead, there is nothing they can do. Mel departs to investigate the hydroponics centre alone. Back in the courtroom, the Doctor interrupts the display to claim that there have been changes to these scenes, and states that he is being manipulated. Mel enters the cargo hold, where she meets Edwardes. He agrees to show her the hydroponics centre. It was set up for the journey specially for Lasky, Doland and Bruchner, and that only low spectrum light is allowed inside to keep the pods dormant. When Edwardes tries to enter, he is electrocuted. Mel screams in fright, and sparks fly around the mysterious pods. Two guards arrive at the scene, and Mel tells them that Edwardes is dead. One of the guards leads Mel away, and the other guard examines Edwardes' corpse. Later, Doland and Bruchner arrive to find that all the pods have been opened. Bruchner looks on in horror, asking Doland if he realises what has been unleashed. Rudge brings the Doctor to the bridge to help question Mel about being in the hydroponics centre. Rudge then gets a message from the medical team that was sent down to the hold to collect Edwardes' body, claiming that neither Edwardes nor the guard can be found. When Travers asks the Doctor what is going on — with a passenger, now Edwardes and a guard all gone missing, two, if not all three, murdered — Mel replies that a killer must be on board the ship. Travers decides to speed up their journey to Earth, and has the ship's course altered. He enters the lounge to inform the passengers that their arrival time will be brought forward by around 72 hours. Three Mogarians express their concerns that this will take them close to the Black Hole of Tartarus, but Travers assures them that they will be within adequate safety margins. Later, one of the Mogarians collapses after having a drink. The Doctor attempts to remove the figure's face plate, but the others protest that oxygen is lethal to a Mogarian. The Doctor believes it is not a Mogarian, and removes the face plate to reveal that is actually Grenville. The Doctor, however, recognises the man as Hallett, an undercover investigator. When Kimber recalls recognising Hallett before, in front of most of the other passengers, the Doctor guesses that Hallett has faked his own death to avoid being discovered. The Valeyard asks the Doctor how he knew the man was a fake. The Doctor replays the scene where the Mogarians spoke to Travers about the black hole, which shows that the fake one did not have his translator switched on. The Doctor also points out that Hallett's death meant that he could no longer play a passive role on board the Hyperion III. Mel realises that the Demeter seeds left in the wrecked cabin for her and the Doctor to discover were a clue to lead them to the hydroponics centre. They go down to the hold to have a look at the place, and the Doctor wonders what came out of the pods. Returning to the passenger quarters, they see Lasky leaving a guarded isolation room. They wonder what she was doing inside, so the Doctor sets off a fire alarm to distract the guard. He and Mel enter the room, where they find a half-human, half-plant hybrid strapped to a table. Mel screams in fright. The creature sits up and implores the Doctor and Mel to stop Lasky, but Lasky, Bruchner and Doland arrive and sedate her. Doland tells the time travellers that the creature is his assistant, Ruth Baxter. During their experiments involving cross-fertilisation, a speck of pollen penetrated a tiny scratch in Ruth's thumb, causing the resulting plant maturing process to partially transform her human body. They are taking her to Earth in the hope that they can reverse the infection. Mel hears a noise in the air conditioning ducts. Attaching one of the headphones to the grill, she uses the gym sound equipment to amplify the sound and record what she hears onto one of the music tapes. She overhears creatures planning to kill all the animal-kind on the ship. As she listens, she is attacked from behind and rendered unconscious with an anaesthetic. The attacker dumps her in a disposal trolley. The Doctor enters the gym and hears the recording, including her scream when she was attacked. The Doctor runs after the trolley and rescues her from being killed in the waste disposal unit. Unfortunately, the attacker has removed the tape. Bruchner is becoming increasingly hysterical about the situation with the hydroponics centre, especially when the elderly Kimber disappears. It turns out that he, Edwardes and the missing guard have all been killed by plant-like creatures called Vervoids — the creatures that came out of the pods when Edwardes was electrocuted. The Vervoids are slowly skulking through the Hyperion III's air ducts, secretly killing the crew and passengers one at a time and dumping their bodies in their lair. Lasky finds Bruchner burning the notes on their work in the hydroponics centre's small work cabin and tries unsuccessfully to reason with him about his actions. Bruchner knocks Lasky out, runs off and attacks a guard, taking his gun. He goes to the bridge and forces Travers and the pilot to leave, then changes the course of the Hyperion to head straight into the black hole of Tartarus — planning to destroy the ship, and the Vervoids with it. The Doctor informs the Commodore of the Hyperion III of this fact. Professor Lasky is stunned by this news. The Doctor looks accusingly at the Commodore. The Doctor, Lasky and Travers attempt to break into the bridge, but they discover it is filled with marsh gas. This has been released into the bridge by the Vervoids, who — having overheard Lasky talking with Bruchner in the hydroponics centre — have learned that they are the only members of their species. Bruchner is killed by the gas, but the ship is still heading into the black hole. Rudge summons the two Mogarians, as they can breathe in the poisonous atmosphere. They manage to direct the ship away from the black hole, but when it is safe, Rudge tells Travers that he and the Mogarians are taking over the ship. Mel gets to the lounge ahead of Rudge and warns Doland and Janet of the hijacking. Rudge tells the Doctor that the Mogarians are trying to regain the supply of metals stored in the vault, as they consider the expiring resources of rare minerals were stolen from their planet. Rudge himself is taking the hijacking as a means of securing a "more comfortable retirement", as this Mogar-Earth journey was to be his last voyage as a security officer before being written off. On the bridge, an unknown assailant kills the Mogarians by throwing a liquid at them which damages their suits and causes them to die from exposure to an oxygen environment. Mel sneaks through the air ducts to let the Doctor know that the guards will attack the lounge. The Doctor believes this is too risky and tells her to attack the bridge instead. When they arrive, they find the Mogarians dead and take the face plates to prove to Rudge the hijack is over. Doland knocks the gun from Rudge's hands, and he runs into the corridors but is soon killed by the Vervoids. The Doctor tells Travers about the stolen tape recording and requests his permission to search the passenger cabins. While Mel checks Lasky's locker in the gym, the Doctor tells Doland that he thinks the traitor is either him or Lasky. After searching the professor's cabin, Doland suggests the cabinet in the hydroponics centre work cabin. There, Doland reveals the tape is in his pocket, but that he has wiped it. Taking the Doctor's gun, Doland admits the murders. He reveals that he plans to use the Vervoids for slave labour, taking over factories and farms from robots. However, the Doctor has disarmed the gun, and Travers arrives and arrests Doland. However, Doland and the guard are attacked and killed by the Vervoids. The Doctor, Mel, Travers and Lasky meet on the bridge to discuss the Vervoids. Lasky believes that something must have gone wrong with their DNA, but the Doctor tells them that the Vervoids' hostillity towards them is instinctive: They are a form of carefully bred plant life, and all animal-kind ultimately consumes plant life. This means that the Vervoids hate animal-kind and kill for survival. Lasky realises that this is what made Bruchner so hysterical, and vows to help destroy the creatures, with Travers asking the Doctor to do the same. Back in the courtroom, the Doctor states that this shows he was not meddling, but had been asked to help. The Inquisitor accepts his argument, but the Valeyard wishes to see the outcome of events. In the hydroponics centre, Lasky finds that the necessary chemicals to create herbicide had been taken by the Vervoids. She, Mel and the Doctor are then surrounded by the plants. Lasky tries to reason with them, but they kill her and take her body back to their lair. Escaping through the air ducts, Mel and the Doctor discover the pile of bodies. The Doctor tells the distraught Mel that this is the Vervoids' version of a compost heap. The Doctor has an idea that vionesium, the rare metal taken from Mogar and stored in the ship's vault, would accelerate the Vervoids' life-cycle towards its natural end. Exposed to oxygenated air, vionesium releases intense light and carbon dioxide — to the Vervoids, the basic ingredients for their life-cycle induced by the seasons of spring, summer and autumn. Travers lowers the lighting and heating in the ship, forcing the Vervoids back to their lair, where the Doctor and Mel are waiting. They successfully deploy the metal against the Vervoids, which causes the creatures' leaf-covered bodies to turn brown, wither, and die. Having saved the survivors, the Doctor and Mel bid their farewells to Travers and Janet, and depart in the TARDIS. Back in the courtroom, the Inquisitor asks the Doctor if any of the Vervoids survived, and he informs her that none did; if even a leaf had survived and reached Earth, a Vervoid would have grown. Seizing on this, the Valeyard accuses the Doctor of destroying a entire species and for the punishment, the charge must now be genocide. The Sixth Doctor insists that the footage from the Matrix has been tampered with. The Inquisitor brings the Keeper of the Matrix to testify. He is adamant that the Matrix can be accessed only by senior Time Lords with appropriate keys. The Doctor maintains his innocence, accusing the Valeyard of manipulating the evidence to his own ends and that someone can make a duplicate key. The Valeyard denies any such interference and closes his case. Meanwhile, two travel pods arrive on the station. They open to reveal Mel and Sabalom Glitz. They enter the court just in time to assist the Doctor's defence, saying they had been sent by someone unknown to help prove that the Doctor acted in good faith. This anonymous benefactor makes himself known, appearing on the viewscreen from inside the Matrix - it is the Master. He entered the Matrix with a duplicate key and has been watching the courtroom drama unfold but is, for some reason, unwilling to let the Valeyard win. The Doctor questions Glitz about the secrets he was hoping to obtain from the sleepers. He learns those secrets were stolen from the Matrix. In retaliation, the Gallifreyan High Council moved Earth to hide the theft and prevent a rescue. The Doctor is outraged at the corruption of his own people, realising that he has been framed to prevent the truth from emerging. The Master adds that the Valeyard is an amalgamation of the Doctor's darker impulses from the future, falling somewhere between his twelfth and final incarnations. The High Council offered him the Doctor's remaining regenerations if he could convict the Doctor. The Inquisitor insists the trial consider all the evidence, but the Valeyard flees the court through a door into the Matrix. The Doctor and Glitz follow through the door, finding themselves in a recreation of Victorian London created by the Valeyard. The Doctor is attacked by a hand from a rain barrel, but Glitz saves him and hands him a note from the Master which leads them to the Fantasy Factory. As they approach, Glitz is shot with a harpoon. In the courtroom, the Master explains that the evidence presented throughout the trial was mostly correct, but with small errors designed to convict the Doctor. These included the death of Peri, who actually survived to become Yrcanos' queen. He admits that the Valeyard would make an even more powerful enemy than the Doctor, but this way he could be rid of them both. He also insists that the High Council answer for what they have done and has allowed the people of Gallifrey to witness the court proceedings. Glitz, saved by his Mark 7 postidion life preserver, accompanies the Doctor to the Fantasy Factory, where they encounter an extremely officious bureaucrat named Mr. Popplewick. Deciding to go over his head and speak directly to the proprietor, they march into the next room, only to find an identical office with an even more evasive and infuriating duplicate of Mr. Popplewick. Before letting them proceed further, Popplewick asks the Doctor to sign a document that promises his future incarnations to the Valeyard should he vanquish the Doctor, the High Council being less than trustworthy and unlikely to keep their promise. As the Doctor steps through the next door, he finds himself alone on a beach, where the Valeyard's voice taunts him and hands emerge from the sand to pull him beneath the surface. Glitz arrives as the Doctor is dragged under, only grabbing the cloth around each of his shoes. He is amazed to see the Doctor rise out of the ground unharmed, after making a bad pun. The Doctor explains that the Matrix is unreal and that, with enough effort, he can deny the Valeyard's traps. The Valeyard appears, taunting the Doctor. He explains that he has to destroy the Doctor's good side to be free of all his positive traits. A cloud of nerve gas advances towards them, forcing the Doctor and Glitz to take refuge in a nearby beach hut that turns out to be the Master's TARDIS. The Master explains the Valeyard has to be stopped because he has none of the Doctor's morality, making him an even more evil being than himself, which vexes the Master. Lying that he wishes to help the Doctor, the Master tricks the Doctor into believing Glitz and he are retrieving his TCE from elsewhere in the TARDIS, but activates a function on his console that puts the Doctor into a catatonic state while Glitz and he hide in the corridor. The Master's TARDIS materialises at the Fantasy Factory and the hypnotised Doctor is sent out as bait. When the Valeyard comes out to see what is happening, the Master shoots the Valeyard with his TCE, but the beams from his weapon bounce off. The Valeyard retaliates with explosive quills that force the Master to run away. Glitz is temporarily stunned by an explosion. Mel arrives in the Matrix to help the Doctor. They return to the station to finish clearing his name. Mel gives evidence regarding the Vervoids, but it is not enough to prevent the Inquisitor delivering a verdict of guilty on the charge of genocide. The Doctor accepts his death sentence with surprising calm. This is not the real courtroom, but another Matrix fantasy. On the real station, Mel and the Inquisitor watch impotently as the Doctor is taken to what he believes to be his execution. Mel is unwilling to sit by meekly. She steals the Keeper's key to enter the Matrix. She reaches the Doctor in time to save him, but he is well aware of the situation because the fake Mel had mentioned events she had not witnessed. The Doctor was hoping to encounter the Valeyard, so they head for the Fantasy Factory. The Master, back in his TARDIS, tries to hypnotise Glitz into helping him, but has to resort to bribery when the hypnotism fails. This proves just as (or possibly even more) effective. Glitz finds the Matrix tapes containing the secrets in Popplewick's office, while the Doctor locates a list of the courtroom judges written in his own handwriting. Glitz forces Popplewick at gunpoint to take them to the proprietor, J.J. Chambers, but is willing to trade the Doctor for the Matrix secrets, which he then gives to the Master. The Doctor exposes Popplewick as the Valeyard in disguise, since his melodramatic nature was too obvious. He finds a laser aimed through the viewscreen into the courtroom, to kill all the judges on the list as a last resort. The Master reveals to the court that the High Council has been deposed by a revolt on Gallifrey and he intends to rule in their place. He loads the tapes of the secrets into his TARDIS console, but it is a fake which freezes the Master and Glitz in the Matrix. Mel arrives in the courtroom in time to evacuate the judges, while the Doctor stops the laser firing at the cost of creating a massive feedback surge which strikes the Valeyard, allowing the Doctor to escape back to the station. The Inquisitor dissolves the trial and tells the Doctor about Peri's true fate on Krontep. She further suggests that the Doctor, for the third time, run for the vacant presidency on Gallifrey, but he declines, stating that she would be a better candidate. He suggests that, while the Master must be punished, leniency should be shown to Glitz as he can be reformed. The Doctor and Mel depart in the TARDIS. She annoys him by mentioning carrot juice. The Doctor almost barrels off in the opposite direction once he learns she plans to make him exercise again, thinking he would have been better off taking the Presidency. However, he gives in to her whims when he remembers Mel has met him too early. He intends to return her to whence she came and wait to meet her in the original order. Back in the court room, the Inquisitor orders the Keeper to improve the security of the Matrix and repair it while removing the Master and Glitz. He is allowed to requisition anything necessary for its mending. The Keeper agrees but, as he turns away, he reveals himself to be the Valeyard. While the TARDIS is flying through space, it is assaulted by multiple energy beams from the planet Lakertya, before being captured in a tractor beam. A native watches the TARDIS land nearby. The Rani and her servant break into the TARDIS, where they find both the Doctor and Mel are unconscious from the forced landing. On the Rani's orders, the beast ignores Mel and turns the face-down Doctor around, revealing that he's covered in a swirling spiral of blurry colours. In the following moment, the features of this Doctor fade along with the light, leaving a freshly regenerated new incarnation in place of the old Doctor. In the Rani's lab, it is revealed that she has used the Tetraps to force the Lakertyans into helping kidnap an array of genius scientists throughout time, including Albert Einstein, Louis Pasteur, and Hypatia. She now also requires the Doctor. Angered by the incompetence of her workers, the Rani scares away a female Lakertyan. The Doctor recovers from the crash and seemingly is continuing a conversation his previous incarnation was having with Mel. He then notices that he is no longer in the TARDIS, has just regenerated and recognises the Rani. Angered by her presence, he wonders what kind of monstrous experiment she is up to now. He takes up his umbrella to strike her. The Rani knocks him out with a laser gun and injects him with an amnesia-inducing drug. She disguises herself as Mel. Once the Doctor recovers, she attempts to convince him to repair some broken machinery in "his" lab. Beyond the lab is a closed-off chamber. Mel has meanwhile been left behind in the TARDIS. She encounters, and eventually wins the trust of, the young hot-headed Lakertyan Ikona, who is eager to dispatch the evil Rani and liberate his people. In the meantime, the Doctor has returned to the TARDIS to change his clothes as he finds the clownish outfit of the Sixth not a fitting match for his new persona. After failing with several outfits (including a Napoleon outfit, a British guard outfit, a schoolteacher outfit, a cricket outfit similar to that of the Fifth Doctor, one of the Third Doctor's outfits, and the Fourth Doctor's burgundy outfit), the Doctor walks out from behind a clothes rack wearing the Second Doctor's fur coat, but opens it to reveal his new outfit, which the Rani finds befitting of a Time Lord. As Mel and Ikona flee from a Tetrap, Mel trips one of the Rani's traps. She is encased in a large bubble and thrown over a cliff. Mel's bubble lands safely in a lake, and Ikona is able to free her. They flee from Urak. The Doctor and the Rani return to the lab, where the Doctor finds the problem and instructs "Mel" to return to the TARDIS and retrieve a tool. While doing so, the Rani orders her minion to kill Mel. Once the Rani returns and gives the Doctor the device he needs, he sees one of the mineral plates inside the device is broken. The Rani tells the Doctor that she can get a replacement from the locals, contradicting her earlier statement that they were not advanced enough for the Doctor's technological knowledge. The Doctor catches this as she leaves, realising that he has been duped. While the Rani leaves, Mel enters the lab and the Doctor mistakes her for the Rani. Mel, not recognising the Doctor due to his new face and clothes, wonders what he has done with the Doctor. After Mel mentions carrot juice and the Doctor responds with his great hatred of the beverage, they soften towards each other. He finds that she doesn't have a double pulse as a Time Lord would, and they accept that they are who they say they are. Mel says she knows about regeneration, but is still surprised to find his appearance and height completely different. They decide to find out what the Rani has been planning. In an inner chamber, Beyus and Faroon show them an enormous brain that channels the kidnapped scientists' mental ability into a single gestalt mind. An asteroid composed entirely of strange matter, a very rare and super heavy material, is passing nearby. The Rani has constructed a fixed-trajectory rocket to collide with it at the approaching solstice. The only known substance that can destroy strange matter is strange matter itself, so she is using the brain to discover a lightweight substitute. They return to the laboratory, and Faroon takes Mel to safety. The Rani returns, ready to take the Doctor to the brain, but he escapes into the Tetrap pit. She can't find him, but he is surrounded by Tetraps. The Doctor is able to escape from the Tetraps when Beyus feeds them. In the laboratory, the Doctor removes a part from the Rani's machine, then leaves, right before the Rani returns. She sounds an alarm. Meanwhile, Urak captures Mel, paralysing her with his venom. The Doctor meets Ikona, and narrowly escapes from one of the Rani's traps. A Tetrap is caught in it instead. Ikona shows the Doctor the Centre of Leisure and explains that his people have become indolent. The Rani, angry at Beyus' lack of cooperation, turns on the globe in the Centre of Leisure, releasing killer insects. Faroon tells the Doctor that the Rani has Mel. The Rani offers a trade — the part he stole for Mel. However, when he makes the trade, Mel is revealed to be a hologram. The Doctor needs to get back to the laboratory to stop the Rani. He and Ikona try to bluff their way, but the Doctor is surrounded by Tetraps. The Rani feeds the Doctor's intellect into the brain, and it starts working, as the Doctor's brain suggests a new approach to the problem. To the Rani's annoyance, the brain starts spouting bad puns and nonsense. However, once disconnected, the Doctor inadvertently provides the brain with the means to determine the needed substance: Loyhargil. Upon impact, the strange matter would form a shell of chronons around Lakertya, causing the brain to expand to fill the entire surface of the planet, converting it into a Time Manipulator. With this, the Rani can change the course of history and control the randomness of evolution throughout the universe. The Rani also casually mentions that she intends to leave the Doctor, Mel, the Lakertyans and the Tetraps to die on the planet during this process, but Urak overhears this, alarming him. The Lakertyan leader Beyus sacrifices his life to destroy the brain and delay the launch long enough for the rocket to miss the asteroid. The Rani escapes in her TARDIS, but finds it overrun with Tetraps who "invite" the Rani to accompany them to her homeworld. On Lakertya, the Doctor and Mel make their goodbyes with the people they had befriended and helped liberate from the Rani. The Doctor gives Ikona the antidote to the Rani's killer insects, but Ikona pours this away on the ground — explaining that his people must solve their own problems from now on if they are to survive. Before going into the TARDIS, Mel tells the Doctor that his new self is going to take some getting used to, to which he replies, "I'll grow on you, Mel, I'll grow on you." The last remaining Yellow Kang hides from the jeers of the other Kangs in a corridor, while the voices of her pursuers announce they have given up looking. Relieved, she turns to find something bearing down on her and screams. In the TARDIS, Mel looks longingly at the swimming pool displayed on the TARDIS scanner. They've arrived at Paradise Towers and Mel is looking forward to taking a dip. However, upon leaving the TARDIS, they find the place in disarray. The surfaces are filthy and rats scuttle around underfoot. Caretaker 345/12, subsection 3 reports in to the Chief Caretaker, telling him he has found evidence of "wallscrawlers" on Potassium Street. As he continues his inspection, he finds a bloodied rag. Meanwhile, the Doctor and Mel find themselves threatened by a group of teenage girls calling themselves the Red Kangs. The Doctor placates them and they take a liking to him. Two of their number introduce themselves as Fire Escape and Bin Liner. They tell the Doctor they are rivals of the Blue Kangs and the Yellow Kangs, though only one of the latter is still alive. A Blue Kang is following Caretaker 345/12, subsection 3 and uses a telephone to report that the Yellow Kangs are no more. After she leaves, a robot drives past with the leg of the last Yellow Kang sticking out of a rubbish container behind it. Back with the Red Kangs, the Doctor is asking questions. He finds that there are three types of people present in Paradise Towers: the Kangs, the old ones and the Caretakers. There seems to be more, but before Fire Escape can tell the Doctor of this group, Bin Liner gestures to her with a warning to keep silent regarding such things. With that they take the Doctor and Mel captive, having become interested in them after hearing their conversation about "the pool in the sky". Caretaker 345/12, subsection 3 finds himself facing one of the robots, with a second sneaking up behind him. He gets through to the chief, who tells him not to panic. One of the robot grabs him with a mechanical claw and kills him. The Caretaker watches on a screen as the robot takes the body away. He puts out a message for all Caretakers to seize every "red wallscrawler" in Fountain of Happiness Square. As the Red Kangs are taking Mel and the Doctor to a new location, the Caretakers move in. The group flees but the Doctor falls and is taken prisoner. Separated from the Doctor and the Red Kangs, Mel comes across Tilda and her friend Tabby and is welcomed into their home. There are large bones on the table which are tidied away before they let Mel enter the room. Mel asks them what group they belong to and they tell her they're Rezzies. They ply Mel with tea and cakes and invite her to dine. The Doctor is being escorted by the Caretakers, including the Deputy Chief Caretaker, who allow him a short rest. He finds a "wallscrawl" depicting a Kang being attacked by a mechanical claw, with other mechanical objects surrounding this centrepiece. The Deputy shrugs it off as made-up imagery. One of the robots turns the corner as they chat and the Doctor identifies it as "some sort of robotic Cleaner". As it readies its claw, they run away from it. Back in Tilda and Tabby's house, Mel is encouraged to stay awhile and eat to her heart's content. Just as Tabby comments on the peacefulness of her home, the door is broken open and a man steps in, asking if Mel is either in or causing trouble. When he finds she is not, he introduces himself as Pex, telling her he "puts the world of Paradise Towers to rights". Mel stands amazed at his immodesty. Elsewhere, the Doctor and his Caretaker accompaniment escape the Cleaner by taking a lift. Mel decides to leave Tilda and Tabby. Once outside, Pex tells her he will be her guide and help her find the Doctor. They come across some Blue Kangs engaged in worship. Meanwhile, the Doctor is brought before the Chief Caretaker who takes him for the original architect of Paradise Towers. The Deputy asks what is to be done with him and the Chief orders that the Doctor should be killed. The Doctor tries to convince the Chief that he is not the "Great Architect", but to no avail. The Chief orders his deputy to organise the execution. He gets a phone call from Caretaker 579/14, subsection 8, about the death of 345/12, subsection 3, and is required elsewhere. Until his return, the sentence is postponed. Elsewhere, Mel and Pex are still looking for the Doctor, and the Red Kangs find one of their number, No Exit, has been killed by the Cleaners. The Deputy and another Caretaker are guarding the Doctor. He asks to see the rulebook by which they run their lives and they oblige, treating it as his last request. Pretending he is reading rules from the book, the Doctor tells them to step away from him, close their eyes and put their hands on their heads. They do so and he takes the key card from the Deputy and escapes. Mel and Pex narrowly miss the Doctor. They find themselves back at the Fountain of Happiness Square. Mel asks Pex who he really is and he replies he had power invested in him by those he cannot name. As they move out of the square, they are followed by the Blue Kangs. The Doctor comes across a wallscrawl while looking for Mel, takes out pen and paper and makes notes. Elsewhere, the Chief Caretaker is reassuring his team. He tries to quell any fears they have that the Caretakers are responsible. In their home, Tabby and Tilda are visited by Maddy, who tells them about the death of yet another Caretaker. She tells them that people cannot simply be disappearing and they agree, covering up their dinner. Meanwhile, the Doctor comes across a telephone and breaks it. Money floods out. As he collects it in his hat, two Cleaners move in on him and he is forced down a hole. He wakes to find himself in the Red Kangs' "brainquarters". He confronts them about the Cleaners, but they know less than he, nor do they know what the creature their own wallscrawls depict is. The Doctor tries to use another phone, but it is not in use. He turns the cabinet attached to it around to reveal that it is a vending machine. He buys a can of Fizzade and shares it out amongst the Kangs. The Chief Caretaker visits the creature. He refers to it as "my pet" and himself as its "daddy". He asks the creature if it enjoyed its Caretaker snack and asks it who else has been feeding it. It replies that it is hungry. The Chief leaves, promising to feed it the Great Architect. Meanwhile, Mel and Pex find themselves prisoners of the Blue Kangs. Mel asks them if they know who Pex is and they tell her he's the "musclebrain", an inbetween — a term for those who are middle aged — who went with the Kangs by hiding aboard their ship, rather than fight in a war with all the other inbetweens. Mel is allowed to leave. The Kangs call Pex a "scaredy-cat". The Chief declares it is time to seek the Great Architect and teach the Kangs a lesson for their recent defiance of Caretaker authority. Elsewhere, Mel finds herself back in Tilda and Tabby's company when she is invited in for tea. In their brainquarters, the Red Kangs are all drinking Fizzade now. The Doctor tries to side with them. However, an alarm blares and Bin Liner warns the Caretakers are moving in. On the other side of the door, the Caretakers begin to break it down. Back in their house, Tabby and Tilda are having crumpets with Mel, but this time, they have no intention of letting her go. They throw a net over Mel and Tabby brandishes a toasting fork at her throat. The Doctor buys the Red Kangs time and encourages them to make their escape. Meanwhile, a tied up Mel warns Tabby that there is something wrong with the waste disposal unit. As she inspects it, a claw bursts out of it, grabs Tabby and pulls her through. Tilda blames Mel and brandishes a knife at her. Pex bursts through the door, Tilda throws a knife at him but misses and runs to get another knife, but as she does so, the claw again emerges and pulls her through too. In the corridor, a cleaner drives past with Tilda's foot sticking out of it. The Caretakers break down the door to the Red Kang brainquarters to capture the Doctor. They find that he is the only one there. Mel is still trying to get to the "pool in the sky" — as it is known locally — where she arranged to meet the Doctor. Pex warns her that only the "un-alive" go there but deems it his duty to accompany her. The Doctor is brought before the Chief Caretaker, who deems it necessary for them to have a chat. The Deputy queries his leader as to the recent Caretaker fatalities, breaking several regulations and resulting in him being sent out of the room. The Chief tells the Doctor the "Great Architect" disappeared under mysterious circumstances soon after the completion of Paradise Towers. News of Tilda and Tabby's deaths draws the Chief away and he leaves the Deputy to once again guard the Doctor. Elsewhere, Mel and Pex enter a lift with a cleaner bearing down on them. The Kangs had presse the buttons in the lift so Mel and Pex are constantly moving and stuck in the lift. Bin Liner and Fire Escape break into the Chief's office and tie up all the guards freeing the Doctor. In Tilda and Tabby's flat, the Chief is interviewing Maddy. He tells her there is no cause for alarm and encourages her to keep news of the incident quiet. She does not want to do so, but the Chief offers her the flat — which is much larger than hers — and she agrees to say nothing. In the lift, Mel and Pex are stuck moving up and down between floors 173 and 174. Pex tries to fix the controls, but only causes the lift to quickly descend. They find themselves in the basement and hear a voice saying, "Soon, soon I shall be free". In the Red Kang brainquarters, the Doctor is watching an information video about Kroagnon, the "Great Architect". He tells the Kangs of Miracle City, a place built by Kroagnon and from which he refused to move out, or let anyone in. Eventually he was forced out and those who moved in he killed. However, nothing could be proven and so he walked free. Pex gets the lift working again, and they start ascending. The Chief finds himself facing cleaner 479, who forces him to follow. At the brainquarters, the Doctor convinces the Red Kangs they must go the basement. The Blue Kangs burst in and proclaim victory over the Reds. The Doctor tries to convince them there is no time for games and they must all work together. Mel and Pex arrive at Floor 304 to find a serene, clean area of Paradise Towers greeting them. Mel finds the pool and settles down to rest in preparation for her swim, despite Pex thinking the water is dangerous. For once, his thoughts are correct. In the water, a giant, yellow, mechanical crab-like cleaner lurks below the surface and sights Mel on the edge. The Chief is brought before "his pet" by a cleaner and asks him why he has been killing so many people. He replies that he needed a body to live in, but the ones the cleaners brought were not satisfactory. Behind the Chief, the Doctor, Bin Liner, Fire Escape and Drinking Fountain are sneaking up on them. The Chief is forced into a container as the creature declares itself as Kroagnon. The cleaners attack the Doctor and his friends and a cleaner grabs the Doctor with its claw and begins to throttle him. The Kangs pull the Doctor free. They all flee. The container the Chief was placed in rises, leaving a silver-clothed Chief in its wake. Kroagnon has taken his body and reveals he tried to stop the use of Paradise Towers, leading to his imprisonment. He declares that, with the cleaners, he will destroy everyone in the Towers. The Doctor and the Kangs stop to rest with the immediate danger gone. He thinks the parents of Paradise Towers' current inhabitants must have imprisoned Kroagnon, but he devised a means to perform corpoelectroscopy - a way to transplant his brain to a host body. On Floor 304, Mel is swimming. She encourages Pex to join her but he just sits at the side. Suddenly, the water-bound cleaner surfaces and attacks Mel. In the Red Kang brainquarters, the Blues and the Reds have gathered. They wait for Fire Escape's arrival and plan to head for the "pool in the sky". Back in the pool, Mel urges Pex to help her. She gets into the shallows and, borrowing Pex's gun, shoots the cleaner. It sinks below the surface, its casing blown open. In the Chief's office, the Deputy puts out Regulation ZZZ - an order for Caretakers to act with extreme caution and return to base. Downstairs, Kroagnon leads a cleaner through the corridors as it spurts out jets of poisonous gas. A nearby Caretaker falls and dies and Kroagnon decides to return later to collect the "rubbish". Meanwhile, the Doctor and the Kangs join Mel and Pex on Floor 304. The Kangs start taunting Pex again and he moves to leave, but his way is blocked by three Rezzies - including Maddy - who propose an alliance. Kroagnon enters the Chief's office and confronts the Deputy. Realising that he is no longer the Chief Caretaker, the Deputy runs away. After some discussion, the Kangs agree to work with the (apologetic) Rezzies and Pex. They claim they will never work with the Caretakers, but, as they do so, the Deputy arrives and joins their alliance. In the Chief Caretaker's office, Kroagnon is marking off floors that have been gassed. He notes that everyone will head to Floor 304 and he will gas each floor on the way up. On Floor 304, the Deputy reveals that on Floor 245, Sodium Street, corridor 75, there is a secret emergency supply of explosives kept for pests going out of control. They decide to use this to set a trap for Kroagnon. The Rezzies plan to slow the cleaners with the table cloths they make, while the Kangs destroy them with explosives and the arrow guns they carry. Back in the Chief's office, Kroagnon is still marking off floors as they are gassed. He decides to check what is going on in "the pool zone", but finds that the surveillance has been prevented by "the Great Architect". The Doctor outlines his plan to capture Kroagnon: he will offer to meet their enemy. Someone will lead Kroagnon to him, where he will be trapped. Pex offers to do this, to the amusement of the Kangs. In the Chief's office, Kroagnon gets a message from the Doctor who criticises his work as an architect. In a corridor, a combined Rezzie and Kang effort sees a cleaner destroyed. On Floor 304, the Kangs give Pex gifts as he prepares to leave and he gives Mel his gun. Pex goes to the Chief's office and uses a video screen to communicate with Kroagnon. He agrees to accompany Pex to the Doctor and they begin to make their way through the corridors. However, contrary to the Doctor's order to travel slowly, Pex is fearful of Kroagnon, so they make haste. Soon they meet the Doctor and begin to converse. The Doctor tries to push Kroagnon through a door, but cannot move him. Pex grabs a stick of explosive, pushes the Doctor out of the way and pulls Kroagnon and himself through the doorway. Both are killed in the explosion. The Kangs, Rezzie and Caretakers are holding a ceremony for Pex. They honour his bravery and the Doctor comments that he helped bring them all together. As a parting gift, the Kangs give the Doctor a scarf with a red side and a blue side - making him an honourary Kang. Mel and the Doctor return to the TARDIS and it dematerialises. Behind it, some wallscrawl says "Pex lives". On the planet Chumeria, the Chimerons are being killed, the Bannermen gunning them down. Gavrok orders them to take no prisoners. The Chimerons resist, but to no avail. Only Delta and a single male Chimeron are left. They make a break for the Bannerman ship. Gavrok is waiting onboard. He shoots the male and is about to kill Delta when the male shoots Gavrok. Injured, he falls from the craft. Before dying, the male tells Delta to take a mysterious object. Delta takes off in the craft. The TARDIS lands at toll port G715. The Seventh Doctor and Mel are welcomed by the Tollmaster. They discover they are the ten billionth customers and get free parking and passes for the fabulous 50's tour, a whole week in 1959 Disneyland, Earth, conducted by Nostalgia Tours. In Wales, two American CIA agents pull up beside a police box. One of them, Jerome Weismuller, takes out a phone and makes a call. He is told by the president's right-hand man to track a new satellite. He tells this to his partner, Hawk. Back at the toll port, Mel and the Doctor discover they will be travelling with the Navarino 1950s club. The Navarinos pass through a transformation arch to appear human. They learn they will be travelling on a bus that can fly. The Doctor and Mel greet Murray, their pilot, but the Doctor elects to follow in the TARDIS, Mel to travel on the bus. On the Bannerman ship, Delta receives a transmission from Gavrok. Wherever she goes he will follow. He tells her she is the last of her kind. Delta lands at the toll port and boards the bus just as it takes off. In Wales, the two Americans are attempting to pick up signals from the satellite with no success. Meanwhile, in space, the satellite is released and the bus crashes into it. In Wales the two agents answer the phone and are told the satellite has gone haywire and it will hit Earth near their location. The Doctor uses the TARDIS to control the bus' descent, encasing it in an anti-gravity spiral. He places it on Earth and lands nearby. The bus' passengers learn they are in Wales at the Shangri-La camp; they are greeted by the camp leader, Burton, who mistakes them for a bus of people who intend to stay there. They decide to stay at the camp until the bus is fixed. The group are assigned rooms, with Delta and Mel in one. The Doctor and Murray meet Billy, the resident mechanic, who offers to help repair the bus. The trio pull the embedded satellite from a large dent in the bus' front. The Doctor enters the TARDIS and emerges with a Quarb crystal, the only one this side of the Softel Nebula. The crystal is needed to fix the bus. Billy removes the old crystal and the Doctor gives Murray the new one. A friend of Billy's, Rachel Defwydd (known as Ray), arrives. She hands Murray a tool and tells the Doctor she always carries them to be prepared. Murray is installing the crystal when he breaks it. The Doctor tells him he can accelerate growth in the TARDIS' thermo-booster and grow a crystal in twenty-four hours. Ray tells them of a dance later and they agree to attend. In their room, Delta is frightened by a loud noise. Mel, whom she pulls a gun on, tells her it is the dinner gong. Mel moves to leave. She tells Delta she can be trusted and goes to dinner. Delta opens the mysterious object, revealing a strange-looking sphere within. At the toll port, the Bannermen are questioning the Tollmaster. He tells them he lost track of the bus after it crashed. Gavrok shoots him. He instructs his men to plot a course for Earth and tells them he wants every informer in the galaxy looking for her. In the camp, at dinner, Mel sits with the Doctor and informs him of Delta's gun and being edgy. Billy sits with Delta as they eat, showing attraction to her, to Ray's chagrin. Later, at the Get-to-know-you-dance, the Doctor inspects Billy's stereo. Billy tells him he made it from spare parts from the war. Billy goes on stage and starts singing. Murray and Mel dance and the Doctor talks with Ray, who tells him she has had a crush on Billy since she was a child. Billy sings "Why Do Fools Fall in Love" for Delta; this saddens Ray, who dances with the Doctor instead, much to his confusion. Outside, Weismuller and Hawk argue over who should leave the tent to blow out the fire. Eventually Hawk goes. The Doctor leaves the dance and Delta leaves soon after. The Doctor follows her. In a linen and blanket storage room, the Doctor finds Ray crying over Billy. A tour passenger and mercenary, Keillor, enters and the Doctor and Ray hide. Keillor uses a radio to contact Gavrok and informs him of Delta's location. He asks for the reward, one million units. He uses the radio to give them a signal to follow. The Doctor sneezes, alerting the mercenary to their presence. In their room, Delta thanks Mel for being kind to her and tells her that there is something she should know. They turn as the sphere breaks and a green alien emerges. Mel screams. In the storage room the mercenary finds the Doctor and Ray and prepares to kill them, declaring he kills for money and enjoyment; he knows who the Doctor is and takes joy in the prize he will get for taking out the legendary Time Lord. Onboard his craft, Gavrok tells the pilot to arm the beacon hunter. He fires it and Keillor is ionised. The blast knocks the Doctor and Ray unconscious. Billy arrives at Delta and Mel's room. He enters to find Delta cradling the green alien. She invites him in. Goronwy is tending his bees. The two Americans pull up outside and ask him if he has seen any lights in the sky. He tells them lots of times. He says he has seen pulsing lights and shooting stars. They ask if he has seen anything recently. He tells them he will ask his bees. Back at the room, Delta tells Billy everything; the alien is a baby Chimeron and she is a princess. The three leave Mel to sleep. They take a drive on Billy's motorbike, the Vincent. The Doctor wakes in time to see them driving away. He returns to wake Ray and explains the beacon was detonated by the Bannermen to kill the mercenary. The pair return to find Mel and ask where Billy and Delta have gone, but Mel does not know. He tells her they need to evacuate the camp and Mel agrees to tell Murray to get the tour party out. Billy and Delta arrive by the river. Delta tells Billy the child will double in size and weight in the next few hours. The Doctor and Ray try to explain the impending attack by the Bannermen to Burton, but he refuses to believe it. He tells the Doctor he will be convinced if he sees the Doctor's spaceship. Mel wakes Murray and informs him of the threat. The Doctor shows Burton his ship and he agrees to the evacuation. Murray tells everyone of the attack and they hurriedly pack to leave. The Doctor goes to check if the crystal is ready. Burton announces on the speaker-system that all staff will assemble in his office. The Doctor gives Murray the near-finished crystal and tells him to leave with or without him. He leaves with Ray to find Delta. Burton explains the crisis to his staff and tells them to leave. Billy, Delta and the child are seated by a river. The child makes a ringing noise; Delta tells Billy it is a song and a defence mechanism. Meanwhile, the Doctor and Ray search for them. Back at the camp, Burton assists in the evacuation. On board his craft, Gavrok regrets destroying the beacon. He instructs his men that a full technology scan must be carried out to find Delta. Hawk is still attempting to find the satellite signal. Ray and the Doctor arrive and enquire if they have seen Delta and Billy. They haven't. The crystal is ready and Murray installs it. Delta is feeding the child. She tells Billy she needs to get to the brood planet, where a case can be brought against Gavrok and the Bannermen. The Doctor and Ray find them and tell them of the Bannermen coming for her. They leave for the camp as Gavrok finds a high technology source. Hawk gives up on finding the satellite and they watch the Bannermen landing their craft. The Bannermen take them prisoner. Gavrok leaves two men to guard them. Murray has fuelled up the bus and is ready to leave. He reluctantly agrees to leave Mel to wait for the Doctor. He boards the craft and is about to take off when the Bannermen arrive and shoot it. The passengers are all killed. Gavrok asks Mel if Delta was amongst them and she says yes. The Bannermen celebrate their victory but then watch as Delta passes by on a motorbike. They fire upon her to no avail. Burton tells Gavrok to keep Mel alive as a hostage; he will use her as bait. Delta picks up signals from Goronwy's bees telling her to come. Goronwy agrees to shelter Delta and the child. The Doctor borrows Billy's bike and a pillowcase to make a white flag. He rides to where the Bannermen are stationed. They shoot his flag. Outraged, the Doctor demands Mel and Burton be set free. He declares he will testify that he showed some mercy if they do so. Gavrok tells him he will never be brought to trial. The Bannermen release Mel and Burton. As the trio prepare to leave, the Bannermen take aim at them. The Doctor wonders if, actually, he may have gone a little too far. The Doctor, Mel and Burton leave on Billy's motorbike, the white flag flying from it. Gavrok fires a flare gun into the sky. The two Bannermen guarding the Americans use a metal bar to chain the pair together, then leave them. Ray arrives and frees them with an Allen key from her bag. The former guards fire a tracker dart at Billy's bike as the Doctor drives it past. At Goronwy's hives Billy is helping in their car. Goronwy shows them his honey store, containing thousands of jars. Delta tells Billy that soon the child will grow again. She is feeding her Chimeron jelly to speed her growth. Ray brings the two Americans to the house. When no one is looking, Billy takes a packet of the jelly. The Bannermen guards return to find the Americans gone. They report this and the successful tracking of the bike to Gavrok and are ordered to follow the signal. Gavrok booby traps the Doctor's TARDIS with a sonic cone.The Doctor drives to a field and attaches the tracker to a goat. He drives to Goronwy's house. Back at their craft, the Bannermen prepare to take off. The two guards arrive at Goronwy's house. The Chimeron child grows again and emits a loud, piercing noise that shatters windows and sends the Bannermen into disarray. Delta shoots and kills one; the other escapes. The Bannerman ship lands in the field where the Doctor placed the tracker. The Doctor turns on Goronwy's radio and places a piece of Delta's clothing under the door. They leave. The Bannermen find the tracker. The guard who escaped reports to Gavrok that they have a hideout in Goronwy's house. They go to the house. Back at his TARDIS, the Doctor notices the booby trap; Hawk doesn't believe the Doctor and declares he will ring the chief. He reaches out and his hand is burnt by the cone. The Bannermen fire upon Goronwy's house. The Doctor declares that if the cone explodes with its full force, it could kill everyone. The Bannermen raid Goronwy's honey store. The jars fall upon them, covering them in honey, and bees attack them. Delta catches Billy eating the jelly, and he tells her that if he is to come with her, he must become a Chimeron. The Bannermen land outside the camp and move in to attack. The Doctor and Billy install a speaker on the roof of the camp. The young Chimeron sings into the microphone. The Bannermen stumble around and Gavrok falls into the sonic cone to be atomised. Weismuller ties up the Bannermen. Meanwhile Billy has fully changed into a Chimeron. Billy explains that without him changing into a Chimeron the species can't survive. The three Chimerons leave in their ship with the Bannermen prisoners onboard. The Doctor says that Gavrok absorbed so much energy from the sonic cone it is now out of power. He then thanks Burton for saving Mel's life. Goronwy gives the Doctor a jar of 1928 hibiscus blossom as a parting gift. As Burton welcomes a new busful of guests, the Doctor gives the Americans their satellite. They thank him, happy that they can report success. Iceworld is a space-trading colony on the dark side of the planet Svartos, controlled by the callous and vindictive Kane. He buys supporters and employees and makes them wear his mark iced into their flesh. Kane's body is so cold that one touch from him can kill. In his lair is a vast cryogenic section. Mercenaries and others are frozen and stored, losing their memories to become an unquestioning army. Kane stays there when he needs to cool down. There is also an aged sculptor carving a statue from the ice. The TARDIS arrives in a refrigeration sales section. The Seventh Doctor and Melanie Bush meet their roguish acquaintance, Sabalom Glitz. He owes Kane money, and if the doesn't return his debt soon he'll loose his ship. Glitz has come to look for a treasure guarded by a dragon in the icy caverns beyond Iceworld. Glitz has a map he won in a game of cards. Kane wanted him to have the map because he wishes to use Glitz in his own search for the treasure. The map has a tracking device in its seal. Kane has Glitz's ship, the Nosferatu, which he orders destroyed. Not knowing he is being used, Glitz goes off with the Doctor in tow. Glitz won't allow women on the expedition, so Mel stays with a waitress they have met, called Ace. Ace becomes irritated at a customer's complaints and pours a milkshake on her head, prompting her to be fired. Mel and Ace return to Ace's lodgings. Mel is stunned to hear Ace is a human from late twentieth century Earth who only arrived on Iceworld when a chemistry experiment caused a time-storm in her bedroom. Ace takes security matters into her own hands, and blows up an ice block previously causing an ice jam. Officer Belazs promptly arrives to deal with the matter, and finding Ace and Mel present, arrests them. They are interrogated by Kane, and Ace is offered a place at Kane's side. Ace seems to consider the offer, before using nitro-9 to create an explosion as a distraction, allowing the pair to escape. As they run down the corridors, they encounter a frightening creature-the dragon. The Doctor, separated from Glitz, climbs over a parapet. He loses his grip, and hangs from the railing, holding onto his umbrella as he slowly slips down its length. The dragon shoots laser beams at Mel and Ace. Realising that the "dragon" is nothing of the sort, they flee. Glitz arrives and helps the Doctor to the bottom of the chasm. Glitz wants to head for his ship, and gives the map to the Doctor. Kane overhears them. Some of Kane's staff are not happy. Once they have taken his coin they are his for life; Officer Belazs was naïve in her belief that Kane would not use her. She is keen to escape, and arranges for the Nosferatu not to be destroyed, hoping to use the craft to escape. When this fails, she tries to persuade Officer Kracauer to help her overthrow Kane. Their attempt to raise the temperature in his chambers and kill him fails. Kane kills them both, before killing the ice sculptor who has finished his statue of a woman called Xana, declaring that only he is to be allowed to be at witness to her magnificence. In the ice caverns the Doctor and Glitz find the treasureless dragon. It is a biped that fires lasers from its eyes. Mel and Ace have ventured into the caverns too. They meet their allies and are defended by the dragon, which guns down Kane's cryogenically altered soldiers sent to kill them. The dragon takes them to a room in the ice. It is some sort of control area. There is a pre-recorded hologram message. It explains Kane is half of the Kane-Xana criminal gang from the planet Proamon. When the security forces caught up with them, Xana killed herself to avoid arrest. Kane was captured and exiled to the cold, dark side of Svartos. It seems Iceworld is a huge spacecraft and the treasure is a crystal inside the head of the "dragon". It is the key Kane needs to activate the ship and end his exile. The dragon is both Kane's jailer and his chance of freedom. Kane hears all through the device on the map, and declares his victory to be imminent. Kane sends his security forces to the ice caverns to bring him the dragon's head, offering vast rewards for bravery. He orders his army to cause chaos in the Iceworld shops, driving the customers towards the docked Nosferatu. When the Nosferatu takes off, Kane blows it up. The only survivors are a young girl, Stellar, and her mother, who have become separated. Shortly afterward, two of Kane's troopers manage to kill the "dragon" and remove its head, but are killed themselves by an energy discharge from the crystal. The Doctor has realised that Kane has been a prisoner on Svartos for millennia. He retrieves the crystal from the "dragon". Kane uses a comms system to make a deal with Doctor: he has captured Ace, but is willing to trade her for the "dragonfire". The Doctor, Glitz and Mel go to Kane's private chambers for the exchange. Kane rises to the Doctor's taunts but still powers up Iceworld as a spacecraft. It rises from the surface of Svartos. However, when Kane tries to set course for Proamon to exact his revenge, he realises he has been a prisoner so long the planet no longer exists. In despair, he opens a screen in his ship and lets in light rays, which melt him. Glitz claims Iceworld as his own spacecraft, the Nosferatu II. Mel decides to stay with him to keep him out of trouble and tells the Doctor that Ace doesn't wish to return home. He promises to take her home to Perivale: via the "scenic route". Stellar comes across the TARDIS and approaches it, just before her mother finds her and gives her a telling-off for wandering away, telling Stellar to follow her. Stellar pauses for a moment and watches as the TARDIS dematerialises, the sight of which makes her giggle. The Seventh Doctor and his companion, Ace have landed the TARDIS in London, 1963, where the Doctor has unfinished business: the Hand of Omega, an all powerful, ancient relic of the Time Lord civilisation that the Doctor hid on Earth during a visit to 1963 in his first incarnation. Unfortunately, the Daleks have also heard about the Hand of Omega, and are trying to find it before the Doctor does. To complicate matters, there are two groups of Daleks at work — the Daleks are currently in the midst of a civil war between those who accept and those who reject the leadership of their creator, Davros. Each side wants the Hand for itself. In the meantime, the alien activity around the Coal Hill area has attracted the attention of the military. Group Captain Gilmore and his unit engage a Renegade Dalek at the junkyard. The Dalek proves to be more than a match for the military squad until the Doctor destroys it with a timed explosive. The Doctor tries to convince Gilmore and his scientific advisor, Professor Rachel Jensen, that the Daleks are extraterrestrial and human weapons are no match for Dalek firepower. The best thing they can do is just make sure that all ground and air forces stay out of the crossfire whilst the two factions blow each other to bits. The Doctor, however, is playing a deeper game — he wants the "right" Daleks to take possession of the Hand. He and Ace investigate Coal Hill School, where the Imperial Daleks have set up an outpost. The Renegade Faction, however, have their base in a warehouse where a Battle computer is and where Mr. Ratcliffe and his group of fascists called 'The Association' work for the Renegade faction. However, a secret agent of The Association, Mike Smith, is found and interrogated by the Imperial-Dalek-controlled Headmaster of Coal Hill School. Mike Smith, however, is not without his reflexes and subdues the Headmaster, forcing the Imperials to 'terminate agent'. Whilst the Imperial Daleks are watching from their Mothership, the Renegade Daleks dispatch Ratcliffe and his men to retrieve the Hand Of Omega after the Doctor places it into a cemetery. Although they haul it out of the cemetery, the Imperial Daleks aboard the Mothership detect this. A Dalek calls the Emperor Dalek to assess the situation. After a skirmish with the Imperial Daleks during an attempt to retrieve the radio, Ace does some 'Dalek hunting' with the Doctor. They come across the Renegade Daleks' HQ. The Doctor shows Ace the Battle Computer. He tells her that if the Daleks are over-reliant on rationality and logic, the solution would be to get a young, imaginative child to enslave to the battle computer. The Doctor tinkers with the Time Controller to 'manipulate the enemy'. His plan works, but with consequences; the Renegade Daleks return to the base to find the Time Controller has been disabled. The Doctor and Ace flee, pursued by Renegade Daleks. They meet up with the ICMG and tell them the situation, only to find the Rengades are still on their tail. Three soldiers try to fend off the Renegade attackers, only to be obliterated. The Imperial Daleks' Assault Shuttle lands on Earth as part of a mission to retrieve the Hand of Omega, resulting in the Supreme Dalek, via the Battle Computer, ordering the Renegade Daleks to withdraw and defend the Hand of Omega from the enemy. After Imperial Daleks are sent out to retrieve the Hand of Omega, the Doctor, Ace and ICMG invade the Imperial Dalek Shuttle. They find out that the Imperials have control of the planet Skaro. The Doctor disables the massive ground defence and gets out of the Assault Shuttle with the team. As Renegade and Imperial Daleks patrol the streets, a battle rages in London. A pair of Renegade Daleks locate an advancing Imperial Dalek Squad. They all open fire until a Renegade gets the first hit, followed by the Renegades taking a few Imperial Daleks out as they are forced to retreat from the slaughter. At first, the Renegades are winning until the Special Weapons Dalek is brought in and blows the Renegade patrols to smithereens. Realising that Smith is Ratcliffe's agent, Gilmore detains him. The Doctor decides to use the remains of the Transmat in the cellar as a communications link with the Mothership. Smith escapes to the Renegade base, finding Ratcliffe a prisoner. The repaired time controller powers up, enabling the Renegades' escape, but the base is attacked by the Imperials, who overwhelm their few remaining opponents with the help of the Special Weapons Dalek. Ratcliffe and Mike flee with the Time Controller, and the Supreme Dalek orders the controlled girl to recover it. Using her Dalek-augmented abilities, she kills Ratcliffe and pursues Smith. The victorious Imperials return to the shuttle with the Hand of Omega. Meanwhile, the Doctor tells Ace to follow Smith. The Imperial Emperor is informed of the recovery of the Hand of Omega. Soon after, the Doctor contacts him, and demands the surrender of the Hand. The Emperor reveals himself as Davros. He declares his scheme to use the Hand on Skaro's sun, granting the Imperial Daleks the power to overthrow the Time Lords. The Doctor insults Davros and his Daleks, angering Davros, who replies "Do not anger me, Doctor! I can DESTROY YOU! AND THIS MISERABLE, INSIGNIFICANT PLANET!" The Doctor replies with further insults, infuriating Davros into unleashing the Hand. It turns out that the Doctor booby-trapped the Hand: It creates a supernova, obliterating the Daleks' homeworld. The Hand smashes back into the Imperial Mothership, but not before Davros threatens to destroy the Doctor's home planet and flees in an escape pod. The Doctor declares that the Hand is travelling back to Gallifrey. Ace is captured by Smith, who is still holding the Time Controller. The girl tracks him down and kills him before turning her attention to Ace. The Doctor seeks out the Supreme Dalek, telling it that it is the last Dalek on Earth. Convinced of its absolute defeat, it kills itself, breaking the link with the controlled girl. At Smith's funeral, Ace wonders if what the Doctor did was good. "Time will tell," the Doctor replies. '"It always does." Having heard rumours of untoward happenings, the Seventh Doctor and Ace visit a human colony on the planet Terra Alpha, where they find unhappiness is an illegal act. In a perverse society ruled by the vicious and egotistical Helen A, the Happiness Patrol is a secret police force which hunts down killjoys and eliminates them. It also repaints the TARDIS pink as a colour more joyous than blue. The disappearances also worry Trevor Sigma, the official galactic censor. He is visiting Terra Alpha too, to discover where so many of the population have gone -- 17% at the most recent count. The Doctor and Ace have a brief incarceration to find out more about the society of Terra Alpha. They encounter unhappy guard Susan Q, who becomes a firm ally. They split up. The Doctor meets another visitor to the planet, Earl Sigma, a wandering harmonica player who stirs unrest by playing the blues. Earl and the Doctor venture to the Kandy Kitchen at the heart of the planet's government. They find rebels drowned in fondant surprise, the favoured method of execution of the Kandy Man - a grotesque, sweet-based equivalent of a robot, created by Gilbert M, one of Helen A's senior advisers. The Doctor and Earl affect an escape by the Doctor causing the Kandy Man to accidentally stick himself to the floor. They end up in the candy pipes below the colony, where dwell the native inhabitants of Terra Alpha, now known as Pipe People. They want to help overthrow the tyranny of Helen A. The Doctor returns to the surface and starts actively subverting the government system -- supporting demonstrations in favour of unhappiness and stirring up the drones to revolt; preventing snipers from removing malcontents; and even challenging Helen A face-to-face to end the monstrosity of her government. Meanwhile, Ace and Susan Q have been scheduled to appear in the late show at the Forum, where the penalty for non-entertainment is death. When Ace says she supports the Killjoys she is gagged until at the waiting zone. The Doctor and Earl rescue them. The four head to Helen A's palace for a final showdown, while a revolution rages outside the palace walls. The first to be disposed of is Helen A's pet Stigorax, Fifi, a rat-dog creature she had used to hunt down the Pipe People. Fifi is crushed in the pipes below the city. Next, the Pipe People destroy the Kandy Man in a flow of his own fondant surprise. Gilbert M and Joseph C, the consort of the leader, use the disorder to slip away. Helen A tries to flee too, but is challenged by the Doctor about the true nature of happiness, which can only be understood if counter-balanced by sadness. This is a notion she understands only when confronted with the remains of Fifi. The revolution is complete and the Doctor and Ace slip away -- but only after the TARDIS has been repainted blue. South America, 22 November 1988: In an office full of Nazi imagery, a man looks at a computer screen displaying details on which he sees "Landing Location, Windsor, Grid Ref: 74W 32N, November 23, 1988". Outside, his superior, De Flores, is about to shoot a parrot with a bow and arrow when the man informs him about the news. Windsor, England, 1638: A finely dressed woman is shooting pigeons with a bow and arrow whilst her manservant looks on. In her house, an elderly gentleman mathematician is performing complex calculations. The woman enters and demands to know how long his work will take, but he is too engrossed in his work to answer her. She goes to the fireplace and, picking up a poisoned arrow, hands it to her manservant and tells him to put it with the others. He inquires after a silver arrow, and she replies that she will deal with that arrow personally. Back in the Nazi office, De Flores addresses a group of followers, telling them they are at the turning point of history. He proposes a toast to the fourth Reich, before taking a silver bow from a display case, preparing to board an aircraft. In space, a comet is seen from which a glowing energy emanates. Back in Windsor, the mathematician finally reveals the result of his calculations to the woman, telling her that the Nemesis comet circles the earth every 25 years, and its decaying trajectory means that it will eventually fall to Earth from the point where it originally departed — the meadow outside. This will occur on 23 November 1988. At a jazz performance by Courtney Pine, the Seventh Doctor and Ace relax and enjoy the music. Ace's newspaper — namely the Daily Mirror — has a story about a comet heading to Earth, but she is more interested in the football results. The Doctor hears a bleeping from his pocket watch and wonders of what it is trying to remind him. Pine's performance ends to applause and Ace asks him to sign a tape for her. As they head back to the TARDIS, a concealed marksman raises a gun towards them. At the sound of gunfire, Ace and the Doctor duck down and retreat quickly towards the TARDIS, but have to jump in the river to escape their pursuers. Two men arrive wielding guns and wearing headsets, but, assuming they must have got their targets, they leave again. The Doctor and Ace then struggle back on to the riverbank, safe now. In 1638, the mathematician dreams of great inventions that he could discover. The lady tells her servant to bring forth the potion, and he replies that they only require the final ingredient, human blood. They look meaningfully towards the mathematician. The Doctor fetches out a new tape deck that he has built to replace the one of Ace's that had been destroyed by the Daleks. This one, however, can do much more than play tapes. The Doctor tells Ace that his reminder had a terminal rating, meaning some planet somewhere is facing imminent destruction, and an image of the planet Earth appears on the tape deck. In 1638, the woman and her servant drink their potion and are surrounded by a glowing miasma. They begin to travel forwards through time. They appear in present day Windsor in the middle of a crowded cafe. The Doctor admits that he has known about the possible destruction of Earth for 350 years. He and Ace take a quick trip in the TARDIS to Windsor Castle. In its basement, the Doctor tells Ace he is looking for a silver bow. As the comet finally hits Earth, the woman's arrow begins to pulsate with light. In the castle, the Doctor and Ace feel the force of the impact. The Doctor tells Ace that it is the return to Earth of a comet called Nemesis, and then reveals that it was he who had launched it into space in the first place. Led by their glowing bow, the group of Nazis heads towards the comet in a van. De Flores is in no rush to retrieve the Nemesis yet, as the comet will be too hot due to its descent through the atmosphere. He tells his soldiers they will wait in a hotel, leaving British police to guard the site, unaware of the true power of the Nemesis. In the castle, Ace finds a card telling the history of the bow, relating to how it disappeared in 1788, and that unless a place is kept in the castle for its return, the entire silver statue will return to destroy the world. The Doctor tells her that the statue has indeed returned with that purpose. At this point, the lights dim, and Ace thinks it is a power cut. Travelling back in time to 1638, the Doctor and Ace go to the time travelling woman's house in Windsor. Seeing the corpse of the mathematician, the Doctor hurriedly covers it with a cloth so that Ace does not see it. The Doctor sees the mathematician's calculations and is impressed that he had been able to work out when the Nemesis comet will return to Earth, only months since the Doctor's previous visit. The Doctor reveals that the woman — Lady Peinforte — made the Nemesis statue, depicting herself, out of a silver metal that fell to Earth in the meadow outside her house. The Doctor sees a chessboard, and notes that the game is going rather badly. He tells Ace that Peinforte managed to travel forward in time to 1988 using the arrow and a rudimentary knowledge of time travel, but mostly "black magic". He says that she has a nose for secrets. The Doctor tells Ace the statue is made of a living metal — validium — which is capable of great destruction. Peinforte and her servant Richard withdraw from the statue to assess the strength of the police guarding it. The police are having their own problems. Their radios are not working; the batteries are dead. Around the comet crash site, vents emerge from the ground spewing gas, causing the policemen to choke and fall unconscious. The TARDIS materialises outside Windsor Castle in 1988. The Doctor and Ace follow a group of tourists on a guided tour. Seeing a no entry sign, they sneak into the castle. Hearing the bark of dogs, they see a woman coming towards them with several corgis. The Doctor recognises the woman, but can't immediately place who she is. Ace realises that it is Queen Elizabeth II and drags him into hiding. However, when she tells him who it was, he races after the Queen, saying they need the armed forces and police on their side, and who better could they ask? The Doctor and Ace are seized by security guards before they can get anywhere near the Queen. The Doctor informs the guards that they got into the castle by travelling in time and space, but the guards are incredulous. The Doctor tells them the fate of every living person is in danger, but the guards do not believe him. The Doctor dons a pair of over sized glasses and, glaring at them, intones, "You will believe me! You will let us go!" Having distracted the guards with this spectacle, the Doctor and Ace flee into the corridors of the castle. As they run, Ace sees a portrait of herself hanging on a stairwell wall. When she says she does not remember this happening, the Doctor tells her that it has not happened yet. Richard asks Peinforte what she will do when she gains control of the Nemesis, and she replies that first she will exact revenge on that "predictable little man". She predicts that he will soon arrive, and tells Richard she knows the secret of the "nameless Doctor." De Flores and his Nazis make their move for the Nemesis comet and see the unconscious policemen. He takes the bow case and places it on the comet, and within the Nemesis statue begins to glow. The Doctor and Ace arrive, and De Flores demands they hand over the arrow. The Doctor reveals that the bow and arrow give the validium metal critical mass. The Doctor confronts De Flores and asks if he has observed the advanced technology, which has been used to attack the policemen, and the power blackouts that have been occurring over the last few days. De Flores threatens to shoot Ace if they do not tell him where the arrow is, but at this moment a large spacecraft lands near the crash site. The doors open and from within emerge a troop of Cybermen. The Cyber-Leader recognises the Doctor, even though his appearance has changed, and tells the onlookers that the Cybermen had predicted his presence. The Nazis open fire on the Cybermen but their bullets are ineffective. The Cybermen open fire and drive the Nazis away. The Doctor says that this happened before, but before it was the Roundheads and Lady Peinforte. Peinforte shoots one of the Cybermen with a bow and arrow and de Flores finds the arrows to be gold-tipped. Peinforte and Richard withdraw, allowing the Nazis and the Cybermen to fight it out, hoping to retrieve the Nemesis in the aftermath. In the confusion, the Doctor and Ace manage to seize the silver bow and return to the TARDIS. Peinforte sees this and tries to shoot them, but her arrow thuds into the TARDIS door just as it dematerialised. While Peinforte and Richard enter the town of Windsor, the Cybermen begin to cut the Nemesis statue free of the comet. The Doctor and Ace go back to Peinforte's house in 1638. The body of the mathematician has gone, and the chess pieces have also been moved. The Doctor tells Ace that although the mathematician was a genius, he had needed a little help to get started. The Doctor picks up a piece of paper from the desk and throws it into the fireplace. The Doctor makes a further move on the chessboard, and they leave. Materialising back in the present day, the Doctor explains that validium was created on ancient Gallifrey by Omega and Rassilon as the ultimate defence. Some of it, however, left Gallifrey, and now they must stop Peinforte or anyone else reuniting the statue, the bow and the arrow. Using the bow to lead them, they proceed in the direction of the statue. In Windsor, Peinforte and Richard are confronted by two thugs, who think they are mugging social workers. The Doctor finds and questions them later; they had been left semi-naked, dangling from a tree. As Richard is terrified by the sight of a bizarre creature, a llama, Peinforte tells him that if he does not help her retrieve the Nemesis, she will abandon him in this future time. He then sees that they are standing by a memorial statue. She tells him that it is his tomb, placed in the grounds of her own burial place. The arrow starts glowing and they realise that that is where the Cybermen have taken the Nemesis statue. As they scour the tomb for Nemesis, the Cybermen prepare to attack, but realising they are armed with gold arrows retreat. Opening up her grave, they see that it does not contain her bones. Much to her surprise, the Doctor orders Ace to destroy the Cybermen vehicle with Nitro-9 explosive. De Flores strikes a deal with the Cyber-Leader to kill Peinforte and Richard in exchange for a share of control of Earth after its conquest. The Cybermen have no intention of honouring the deal, and plan to kill the Nazis after the death of Peinforte. The Doctor tells Ace that every time the Nemesis comet approached Earth in its 25 year orbit, it caused destruction: in 1913, the eve of the First World War; 1938, Hitler annexed Austria; 1963 Kennedy assassinated, and now it is 1988. They use the tape deck scanner to try to find the Cyber-fleet. Opening up the grave fully, Peinforte gazes upon her own image shown on the Nemesis statue. However, De Flores and his man arrives with guns, and Richard has only one arrow left. In fear, he hands over the arrow to De Flores and drags Peinforte away, leaving the Nazis in control of Nemesis. De Flores believes he now has all three parts of the validium. He places the arrow in the statue's hands, and it becomes more animated. The Cybermen arrive and ask De Flores where the bow is. When he opens the case he sees that he does not have it at all. The Doctor sees a lizard emerge from hiding and realises the Cyber-fleet is shrouded. He makes an adjustment to the tape deck and reveals the entire fleet of Cyber-warships, thousands of them. The Doctor decides to activate the validium by taking the bow to the crypt. When Ace seems frightened, the Doctor tells her she can wait in the TARDIS, but she refuses and wants to accompany the Doctor. Meanwhile, De Flores realises he has overplayed his hand and tries to negotiate with the Cyber-Leader. The Cyber-Leader orders his lieutenant to kill De Flores, but he throws gold dust in the Leader's face and flees. As the Doctor and Ace arrive at the crypt, the jazz tape finishes playing and the Cybermen's communications begin working. The Doctor enters the crypt holding the bow, and, manoeuvreing past the Cybermen with Ace, places the bow in the statue's hands but snatches it away again. The statue awakens and begins to follow the bow. Going back to 1638, the Doctor continues his chess game against his unknown opponent. Ace asks him who brought the validium to Earth in the first place, and what is really going on, but he remains silent. Taking a bag of gold coins, they leave. Peinforte begins to rant about all power being hers and her intent to retrieve the Nemesis. They come to the road and attempt to hitch a lift in a passing car. Richard stands with his thumb out, but no cars stop for them. Seeing this fail, Peinforte steps into the middle of the road. A large car stops, and an American woman offers to take them into Windsor. She tells them that she is in England discovering her roots. Revealing she is descended from the 17th century Remington family, Peinforte calls them thieves and swindlers. Mentioning a Dorothea Remington, the American woman recognises the name, and Peinforte knows that Dorothea died in 1621 from a slow poison. Meanwhile, the Doctor and Ace materialise inside the hangar containing the comet. Soon the Nemesis statue arrives, and the Doctor gives it the bow. The Nemesis speaks to Ace, telling her that it was fashioned by Peinforte into its current beautiful form, but that it has also had horrific forms in the past, and will again in the future. The Cybermen arrive, and Ace shoots one down using a gold coin and shoots it with a slingshot. The Cybermen pursue her, but she manages to elude them. The Doctor sets the trajectory of the rocket sled containing the Nemesis, headed for the Cyber-fleet. Ace becomes trapped on a gantry between two Cybermen and the Cyber-Leader, with only a single remaining gold coin. The Cybermen lift their guns to shoot her, but she fires the gold coin at the Cyber-Leader and ducks, causing the other two Cybermen to shoot each other instead. The Nemesis asks the Doctor if she must destroy the entire Cyber-fleet, to which he says that she must. She asks the Doctor whether she will be needed again, or whether she will have her freedom, but the Doctor hushes her. Ace arrives down from the gantry, but is surrounded by two more Cybermen. They demand that the Doctor hands the bow over to them, but the Doctor threatens to destroy the bow if they harm her. Placing it in front of the rocket sled engines, he grabs Ace. As the two Cybermen advance towards them, the engines fire, killing the two Cybermen. However, up on the gantry the Cyber-Leader plucks the gold coin from its chest unit. De Flores arrives and picks up the bow. He speaks to the Nemesis, but she remains silent. The Cyber-Leader raises his gun and shoots De Flores dead, and demands that the Doctor hands over the bow. At this point, Peinforte and Richard arrive. Demanding the bow for herself, she asks Ace who the Doctor is, and whether she knows where he came from. Ace says that nobody knows who the Doctor is, but Peinforte says that she does. When Ace asks how, she says the Nemesis told her. The Doctor asks what will happen if he gives her the bow, to which Peinforte replies his power will be hers, but his secrets remain his own. Appearing to concede defeat, the Doctor says he is surrendering, but not to Peinforte, rather to the Cybermen. Peinforte threatens to reveal his secrets, so he calls her bluff. She says that she will tell them of Gallifrey, of the Old Time, the time of Chaos. However, the Cyber-Leader says that the secrets of the Time Lords are of no interest of the Cybermen. The Cyber-Leader tells the Doctor to cancel the Nemesis's destructive capabilities. The Doctor asks the statue if she understands the Cyber-Leader's instructions, and she replies, "Perfectly". The triumphant Cyber-Leader tells the Doctor to set the statue's course to rendezvous with the Cyber-fleet. He tells them that the Earth will become their new base planet, the New Mondas. As the Nemesis launches, Peinforte screams and throws herself into the rocket sled and merges with the Nemesis. The rocket sled takes off and heads out into space. It arrives in the midst of the Cyber-fleet and there is an enormous explosion, destroying all of the Cyber-warships. The Cyber-Leader asks how it is possible, and the Doctor replies that he merely asked if Nemesis had understood the instruction, but had not said anything about obeying them. The Cyber-Leader prepares to kill the Doctor, but Richard grabs the gold-tipped arrow from the TARDIS door and stabs it into the Cyber-Leader's chest unit, finally killing it. The Doctor and Ace return Richard to 1638. There, Richard and a Stuart woman perform a concert for them. Ace asks the Doctor who he really is, but he just puts a finger to his lips and listens to the music. In a circus ring, a ringmaster appears and begins a rap, saying, "You ain't seen nothing yet!" In the TARDIS, Ace and the Seventh Doctor discover that junk mail persists into the far future; a small robot that unexpectedly appears in the TARDIS console room proves to be an advertising drone for the Psychic Circus on the planet Segonax. The Doctor is delighted at the chance to see it and bring his companion. Ace, who is frightened of clowns, does not want to go, but the Doctor insists. Flowerchild and Bellboy, circus performers on the run from the Psychic Circus, flee across Segonax's barren wastes. They are tracked by a sinister chief clown wearing undertaker's clothing, travelling in a hearse with dark-tinted windows. The runaways agree to split up, and Flowerchild alone reaches an abandoned bus crewed by a deactivated robot. Inside, she finds an odd box, which she pockets — unaware that the robotic bus conductor has re-awakened and seen her. The robot attacks and kills her. One of her earrings falls to the ground. The TARDIS materialises on Segonax. The only sign of life readily apparent to the travellers is a roadside stand run by a jaded and cynical woman. She warns them off the circus. Ignoring her advice, Ace and the Doctor press on to the circus. Meanwhile, the chief clown has continued the hunt for Bellboy using sinister observational kites. Bellboy's luck runs out — the clowns have found him. They bundle him into the back of the hearse to take him back to the circus. As the Doctor and Ace continue down the road, they find other visitors making the trek. A futuristic motorcyclist named Nord impresses Ace, though the feeling is not mutual. Further down the road, Captain Cook and his friend Mags, another pair of interplanetary adventurers, invite the Doctor and Ace for tea at their campsite. Ace and Mags find a deactivated robot nearby; it comes to life and attacks, but Ace defeats it. Nord arrives at the circus. He seats himself in the audience — near a father, mother and little girl — and is surprised to find himself selected for the circus' "talent show". He is escorted backstage, where he finds the contestants in the talent show are to wait in a cage. The Doctor, Ace, Mags and Captain Cook stumble across the abandoned hulk of a bus. Ace finds and pockets the earring Flowerchild lost. They are attacked by the same robot that killed Flowerchild — again, Captain Cook lets the others deal with the threat. Disgusted by Cook, the Doctor and Ace continue without the others. Mags and Captain Cook arrive at the circus after Nord, before the Doctor and Ace, just in time to see Bellboy dragged into the ring to face punishment for his escape. Mags screams at the sight, but is quickly silenced by an electronic device held by the Ringmaster. She and the Captain are dragged backstage to the cage with the other talent show contestants. The Doctor and Ace arrive at the entrance. He asks her to decide whether they are going in, or not. Ace and the Doctor arrive at the circus to find it nearly deserted; neither Nord, nor Mags and Captain Cook seem to be there. The only audience members besides themselves are the mum, dad and little girl. Despite Ace's forebodings and the veiled hints of the fortune teller, Morgana, the Doctor volunteers for the talent show and is delighted to be selected. As he is escorted backstage, the chief clown appears and brusquely asks Ace how she came by Flowerchild's earring. Panicked, Ace dashes into the circus' recesses. In an unused room filled with robot clown parts, she meets the exhausted and battered Bellboy. She barely has time to hide from the chief clown, who enters and drags Bellboy away to fix the robots that he apparently created. Backstage in the cage, the Doctor is reunited with Captain Cook, Mags and Nord. Captain Cook explains their lives are at stake in the talent competition; they must perform to stay alive. He tricks Nord into performing next, to the Doctor's displeasure. After Nord's performance ends in his failure and death, a young boy riding a BMX bike arrives at the circus. Whizz Kid is a great fan of the circus and of Captain Cook. He has come to enter the talent show. He is escorted backstage by the ringmaster. They find the cage empty except for Captain Cook; the Doctor and Mags, observed by circus janitor Deadbeat, have escaped. Ace isn't so lucky. She has been recaptured by the chief clown. Playing on her phobias, he imprisons her in the room used to repair the robot clowns. While wandering in some strange stone corridors adjoining the circus tents, the Doctor and Mags come across a deep pit. Peering in, the Doctor is startled to see an enormous alien eye at the bottom. He cannot investigate further, as Captain Cook and clowns have arrived to take him to the circus ring for his performance. Ace, imprisoned and menaced by ill-functioning clowns, faces her fears and defeats the clowns. In doing so, she finds that Bellboy is also in the room. He reminisces sadly on the fate of the Psychic Circus; once a light-hearted and merry band of free spirits roaming the galaxy, their ideals became twisted and corrupted once settled on Segonax. He is now a prisoner of the robot clowns he himself made; Flowerchild made the kites that hunted her to death. He gives Ace a present: a remote control for a large-scale android he built on Segonax. Whizz Kid takes his turn in the circus ring. Star-struck, he fails to entertain the audience and is promptly killed. Only his melted spectacles are left behind. The Doctor, who managed to slip away from his captors when Mags staged a distraction, meets Deadbeat and finds an unexpected spark of sanity in the man. He leads the Doctor through the tangle of tent corridors to where Ace and Bellboy are held. Bellboy, his memory jogged, recognises Deadbeat as Kingpin, the circus' former leader. In despair, he realises what he and the other circus performers have lost. Bellboy sends away the Doctor, Ace and Kingpin, then orders his robots to kill him as they killed Flowerchild. Ace, Kingpin and the Doctor make their way back to the pit with the mysterious eye. There, Kingpin shows them that the eye is connected to a mirrored eye medallion he wears. The medallion is incomplete; its eye sigil lacks an eyeball. The Doctor and Ace realise the missing piece must have been what Flowerchild died trying to retrieve from the abandoned bus. The Doctor sends Ace and Kingpin to fetch it. He stalls for time by taking his turn in the ring, a desperate attempt to placate whatever in the circus is relentlessly demanding entertainment. In the cage with Mags and Captain Cook, the Doctor suggests that all of them enter the ring together, lengthening their survival if they work together. The Captain agrees, but once in the ring, he asks for an "Old Devil Moon" spotlight, and stands by as Mags begins a ferocious transformation, smugly informing the Doctor that he really should have deduced that Mags is a werewolf. The audience are amused by the spectacle of Mags attacking the Doctor as Captain Cook and other circus performers watch. Mags then kills the captain and re-transforms into a girl. The Doctor briefs her on the plan and sends her to find Ace and Kingpin. Meanwhile, he will prepare for his performance. Ace and Kingpin reach the abandoned bus. Ace is attacked by the bus conductor robot, but Kingpin remembers how to defeat it permanently. They retrieve the missing part of the medallion and head back towards the circus. The family, their eyes glowing bright green, speak in reverberating voices, demanding more entertainment. When the ringmaster and Morgana have protest the chief clown and the robot clowns enter the ring and force the pair into two large wicker baskets for a magic disappearing act. When the baskets are opened, both the ringmaster and Morgana have vanished forever; only the ringmaster's shiny red top-hat and whip are left behind. With the family now entertained the Chief and his troupe leave the ring to recapture the others. Mags meets them on the way. She is being pursued by the clowns' hearse. The three realise they must evade or defeat it and Ace hatches a plan. The Doctor confronts his adversaries: the three audience members, the Gods of Ragnarok. Extradimensional beings who feed on entertainment, they have brought the Doctor to their home dimension, from which no escape is possible. The Doctor declares he is not afraid of them and begins a series of conjuring tricks. Ace, Kingpin, and Mags have reached the old robot in the desert, the one Ace and Mags have already defeated. They crouch behind it as the clowns approach, taunting them — but Ace uses Bellboy's device to control the robot and the clowns are incapacitated. The friends dash to the clowns' hearse and return to the circus, which they find strangely deserted. They see Captain Cook's body, laid out in state in the entrance hall, but can't find the Doctor. Kingpin thinks he may be trapped in the Dark Circus, accessible through the stone labyrinth. The Doctor, meanwhile, is less than successful in entertaining the Gods of Ragnarok. He is still alive, but the Gods are running out of patience. They continue to taunt him, shouting, "We want more! We need more!" Kingpin, Mags, and Ace reach the pit in the stone labyrinth, but Kingpin cannot bring himself to use the medallion. As Mags and Ace try to talk him into it, he is pushed aside by Captain Cook, who had been re-animated by the Gods. Cook claims the medallion, but Ace rushes him and knocks it into the pit where it re-materialises by the Doctor's feet. The Captain blunders into the pit after it, while the three travellers flee into Segonax's wastes. The gods try to kill the Doctor, but he deflects their weapons with the medallion and the arena begins to crumble. He mock-bows to the dying gods and calmly walks out of the arena, back into the Psychic Circus on Segonax, which disintegrates as he leaves it. He joins his friends to watch the destruction from a safe distance. Kingpin declares he will re-start the circus and return to its lighthearted roots. Mags joins him; she is initially uncertain that she can control her changes, but the Doctor assures her she can. Kingpin invites the Doctor and Ace to join them and explore the galaxy, but they have galaxies of their own to explore. Brigadier Lethbridge-Stewart, now retired from teaching (TV: Mawdryn Undead) as well as UNIT, is enjoying retirement with his wife Doris. UNIT may still need the gallant old soldier, though; new Brigadier Winifred Bambera and her soldiers, in a nuclear missile convoy near rural Carbury, are faced with inexplicable equipment failure and peculiar sightings of armour-clad knights. In the excitement, the UNIT convoy ignores a pair of hitchhikers nearby: the Seventh Doctor and Ace, lured to Carbury by a distress signal so powerful that it even crosses universes. The Doctor and Ace eventually hitch a ride with archaeologist Peter Warmsly, who is excavating an old battlefield near Carbury — though even he is surprised to find his dig site taken over by tight-lipped UNIT soldiers. While he attempts to get an explanation, the Doctor unearths old UNIT identification (his own and Liz Shaw's) to get himself and Ace into the UNIT camp. Bambera, nonplussed, confiscates the passes and ejects the two travellers from the convoy. But one UNIT soldier, who had previously served under Lethbridge-Stewart, recalls UNIT's former scientific advisor: his eccentricity, his ability to change appearance, and his tendency to attract trouble. Intrigued, Bambera gives the Doctor and Ace a lift to the nearby Gore Crow Hotel and asks UNIT headquarters to recall Lethbridge-Stewart to duty. At the hotel, Ace meets a kindred spirit in Shou Yuing, while the Doctor talks to innkeeper Elizabeth Rowlinson. She is blind but psychic, and knows that the ancient scabbard over the inn's fireplace — an artefact found by Warmsly — is an object of tremendous and mysterious power. Ace and Shou are chatting outside the hotel when they and the Doctor witness an oddly human-shaped missile crash into innkeeper Pat Rowlinson's microbrewery. It is revealed to be a knight in full armour — not an android, as Ace initially thinks — and, when his helmet is removed, he warmly greets the Doctor as "Merlin". The Seventh Doctor, Ace, and Shou chat with the knight, Ancelyn, who refers to the distress signal intercepted by the TARDIS as "Excalibur's call" and claims that it heralds the start of a final war and King Arthur's restoration to the throne. The Doctor surmises that the coming battle isn't properly part of this dimension at all, and belongs to a parallel universe — but before he can test the theory, an exasperated Brigadier Bambera storms into the microbrewery and declares everyone under arrest. She is interrupted by the unexpected arrival of more extradimensional knights, including Ancelyn's sworn enemy Mordred, who also recognises the Doctor as Merlin. After Mordred retreats, unwilling to face the Doctor, Ancelyn and Bambera vie for dominance and the rest of the party retreats to the Gore Crow's lounge. Mordred, with the help of a sword he calls "brother to Excalibur", begins a strange ritual intended to link his home dimension to present-day Carbury and allow his mother Morgaine to cross over. As he roars in triumph at the ritual's success, the scabbard on the wall of the Gore Crow's lounge breaks free and sails across the room — towards the lake — before implanting itself in a wall, distressingly close to Warmsly. The Doctor realises what is happening, but cannot stop it. Morgaine crosses over, and the hotel is plunged into darkness. Morgaine and Mordred discuss their plans for battle; the sorceress, seeing a helicopter approach, demonstrates her power by bringing it down. The helicopter, which is bringing Lethbridge-Stewart to Carbury, manages to land, and Lethbridge-Stewart sets off in search of the Doctor. Warmsly shows the Doctor and Ace the Carbury dig, and points out a mysterious inscription. The Doctor recognises his own handwriting instructing him to dig a hole, which he asks Ace to do with some well-placed explosives. At the bottom is an 8th century tunnel made of cement. The Doctor and Ace investigate, having left Warmsly to guard them. At the end of the tunnel is a strange room. Ace and the Doctor look in vain for some way out, until the Doctor simply commands the door to open, and it obeys. As they proceed to the next rooms, the Doctor explains that Merlin must have built the rooms — spaceship, it now appears — that they are in and he is Merlin, or will be. In the topmost level of the spaceship is King Arthur, apparently in suspended animation, and Excalibur. Ace accidentally draws Excalibur, which triggers an automated defence system that traps her in an airtight chamber rapidly filling with water, and renders the Doctor helpless as she begins to drown. As the two wander near Lake Vortigern, Warmsly quotes Malory's "Morte d'Arthur" to Ancelyn when, to his astonishment, a hand appears from the lake brandishing Excalibur. It proves to be Ace, whom the Doctor managed to free from the spaceship below the lake. She emerges wet but none the worse for the wear, and is joined by Warmsly, Ancelyn, Bambera, and, arriving with Shou in her car, which he has commandeered, Lethbridge-Stewart. The Doctor continues to fight the spaceship's defence system, but it is only stopped when Lethbridge-Stewart, who has entered through the tunnel, intervenes. Reunited, the friends leave by the tunnel and rejoin the others at the dig. Meanwhile, Morgaine has sent Mordred and his knights after the Doctor and the others, with orders to take Excalibur and kill any who resist. The Rowlinsons are terrified by Morgaine's cavalier killing of Flight Lieutenant Lavel, but grateful — if bewildered — when she restores Elizabeth's sight. The party splits up for the ride back to the hotel: Bambera and Ancelyn in Shou's car; the Doctor, Ace, Shou, and Warmsly in his. Mordred's knights set up an ambush in the woods between the hotel and the dig, but ultimately attack the wrong car; the others make it back to the hotel safely, with Excalibur. There they find that all locals are being evacuated — Shou and Ace slip away unnoticed, while Warmsly and the Rowlinsons protest but ultimately agree to evacuate. A UNIT patrol sent to find Bambera and Ancelyn reports that the two soldiers escaped the knights and are at large in the woods. The news, though welcome, does not entirely cheer the Doctor, who points out that Mordred and his knights are also at large and that nothing stands between them and the now-unguarded missile convoy by the lake. They must return to the convoy immediately. Fortunately for the Doctor, Lethbridge-Stewart thought to bring along transportation: Bessie, the Doctor's car from his UNIT days. He and the Doctor depart, leaving Ace and Shou behind with Excalibur and instructions on avoiding Morgaine's sorcery. Morgaine leaps at her chance to snatch Excalibur from the hands of its young guardians, summoning the Destroyer to help her, but Ace remembers the Doctor's warning and draws a protective circle of chalk. Much to her surprise, it seems to work until Morgaine tries a more subtle psychological attack, and sets Ace and Shou fighting, trying to draw one or both out of the circle. At the dig, the ancient battlefield has become a modern one, as UNIT troops face off against Mordred and his knights, and Mordred himself is confronted by Ancelyn — but as they prepare to fight, the Doctor intervenes and declares that there will be no more bloodshed. But Mordred smugly announces that the battle was only a diversion for his mother Morgaine's attempt at Excalibur and that Ace and Shou stand no chance against Morgaine and the Destroyer. Mordred offers the Doctor a trade — the girls' lives for Excalibur — but the Doctor, outraged, threatens to decapitate him unless Morgaine surrenders herself. But Mordred calls the Doctor's bluff; he knows, he says, of Merlin's distaste for taking life. He is proved right, but Lethbridge-Stewart appears out of the woods, gun ready, and declares that he has no such compunctions. The two old friends force Mordred into their car and head back to the Gore Crow Hotel. They arrive just as the Destroyer, under Morgaine's command, has nearly brought the hotel down on Ace and Shou. The Doctor finds his friends under a pile of rubble, relieved that they were able to stay alive, even at the cost of surrendering Excalibur to Morgaine. She, meanwhile, has returned, with Excalibur and Mordred, to her castle in her reality. The Doctor and the Brigadier follows her across the void; he himself is followed by Ace, who brings along Excalibur's sheath and the Brigadier's silver bullets. Morgaine frees the Destroyer, to the Doctor's dismay. While she and Mordred teleport away, out of the Destroyer's immediate path, the Doctor and his two friends are left to flee on foot. The Doctor deduces that, since the Destroyer was bound in silver chains, it will be vulnerable to the Brigadier's silver bullets. Lethbridge-Stewart distracts the Doctor, knocks him out and takes the gun — loaded with the silver bullets — to spare the Doctor the duty of killing the Destroyer. When the Doctor revives, he and Ace find that Lethbridge-Stewart has done so, nearly paying for the opportunity with his life. Even without the Destroyer, Morgain and Mordred still pose a threat, as they prove when they cross back into our world and take Bambera hostage. They force her to divulge the launch codes for the nuclear missile, and prepare it for launch. Ancelyn, the Doctor, Lethbridge-Stewart, and Ace return Excalibur to the spaceship under the lake. There they find that the sword activates the spaceship — but does not resurrect Arthur. According to a note left by the Doctor for himself, Arthur was killed in the Battle of Camlann, not placed in suspended animation. The note also warns them that Morgaine has control of the nuclear missile, and the four friends rush back to the surface. While Ace and the Brigadier destroy the spaceship, the Doctor tries to stop the missile launch. Morgaine is obstinate but the Doctor explains the full horror of nuclear warfare, and she relents with seconds to spare. She demands of the Doctor that King Arthur face her for a final confrontation, but the Doctor reveals that Arthur died in his last battle. Grief-stricken, she does not notice the Doctor leave. The Doctor intervenes in a sword fight between Ancelyn and Mordred, and renders Mordred unconscious. Ancelyn is freed, and Mordred and Morgaine surrendered to UNIT. Back at the Lethbridge-Stewart house, the Brigadier and Ancelyn are left to work in the garden while the Doctor cooks supper. In the meantime, Doris, Shou, Ace, and Bambera have commandeered Bessie for a girls' trip out on the town. The Seventh Doctor brings Ace to Gabriel Chase, an old house that she burnt down in her home town of Perivale near London. The year is 1883 and the house is presided over by the mysterious Josiah Samuel Smith. It is a most mysterious place, where the serving women brandish guns and the butler is a Neanderthal named Nimrod. Other occupants include Gwendoline, the daughter of the original owners of the house, who have now disappeared, the calculating housekeeper Lady Pritchard, the explorer Redvers Fenn-Cooper, who has seen something which has driven him insane, and the Reverend Ernest Matthews, an opponent of the theory of evolution which Smith has done much to spread. The TARDIS arrives at Gabriel Chase. It turns out that Ace visited the house in 1983 and felt an evil presence. The Doctor's curiosity drives him to seek the answers. Something is also alive and evolving in the cellar beneath the house and when Ace investigates she finds two animated and dangerous husks. In rescuing Ace, the Doctor releases an evolving creature trapped in the cellar, known as Control. The party moves to ground level. Control remains trapped in the cellar for the moment. The cellar is really a vast, stone spaceship. The Doctor works his way through the stuffed animals in Gabriel Chase and finds a human in suspended animation, Inspector Mackenzie, who came to the house two years earlier in search of the owners. The Doctor revives him, and together they seek to unlock the mysteries of Gabriel Chase. The husks which attacked Ace were the remains of Smith, an alien who has been evolving into forms approximating a human and casting off his old husks as an insect would. For his pains, Smith transforms Matthews into an ape and places him in a display case. The Doctor helps Control release the trapped creature from the cellar, a being known as Light, who takes the form of an angel-like being. Thousands of years in the past, an alien spaceship came to Earth to catalogue all life on the planet. After completing its task and collecting samples (including Nimrod) the leader, Light, went into slumber. By 1881 the ship had returned to Earth. While Control remained imprisoned on the ship to serve as the "control" subject of the scientific investigation, events transpired such that Smith, the "survey agent", mutinied against Light, keeping him in hibernation on the ship. Smith began evolving into the era's dominant life-form — a Victorian gentleman — and also took over the house. By 1883 Smith had lured and captured the explorer Fenn-Cooper within his den. Utilising Fenn-Cooper's association with Queen Victoria, he plans to get close to her so he can assassinate her and take control of the British Empire to make it a better place. Light is displeased by all the change on the planet while he was asleep. While Light tries to make sense of it all, Smith tries to keep his plan intact, but events are beyond his control. Angry that his catalogue is now missing the correct information, Light childishly decides to destroy all organic life to stop evolution after taking apart one of the maids to understand how humans work. He turns Gwendoline and her missing mother, revealed to be Mrs Pritchard, to stone in a bid to stop the speed of evolution. Inspector Mackenzie meets a sticky end and is turned into a primordial soup to serve at dinner. As Control tries to "evolve" into a lady and Ace tries to come to grips with her feelings about the house, the Doctor tries to keep the upper hand in all the events that have been set in motion. The Doctor finally convinces Light of the futility of opposing evolution, which causes him to overload and dissipate into the surrounding house. It was this presence that Ace sensed and which caused her to burn the house down in 1983. Also, Control's complete evolution into a lady derails Smith's plan as Fenn-Cooper, having freed himself from Smith's brainwashing, chooses to side with her. In the end, with Smith the new Control creature imprisoned on the ship, Control, Fenn-Cooper and Nimrod set off in the alien ship to explore the universe. The Doctor asks Ace if she has any regrets about burning the house now; Ace tells him she wishes she blew it up instead. The Doctor only smiles and says, "Wicked". During World War II, two dinghies manned by Soviet soldiers row towards Maiden's Point on the English Northumberland coast, but one gets lost in the fog. Nearby, the TARDIS materialises, and the Seventh Doctor and Ace step out. The Doctor is content to stroll right in, but Ace is wary if this is a top-secret naval installation, then it should not be that easy. Indeed, only a few steps later they are confronted by armed guards. The Doctor befuddles the guards by complaining that it took them long enough and insulting their discipline. He then asks them where Dr Judson's office is. Going to see the wheelchair-bound Judson, the Doctor ingratiates himself with him by recognising the Prisoner's Dilemma which Judson has on a blackboard. Ace, too, impresses Judson by identifying a logic game that he also has mapped out. By the time the guard commander arrives to confront the Doctor and Ace about their unauthorised presence, the Doctor has already forged letters of authority from the Prime Minister and the Head of the Secret Service. The Soviets, meanwhile, have discovered the sole survivor of the other dinghy, delirious and pale. The Soviet commander, Captain Sorin, asks the survivor where the sealed orders are but he is unable to answer. The orders are discovered washed up on the shore by another Soviet soldier. Inside is a photograph of Judson, but something in the water kills him before he can bring the orders back to Sorin. The Doctor and Ace have been put in barracks, and he tells her to go to bed while he walks around the grounds, noting to a guard that eyes are watching. The next morning, the Reverend Wainwright finishes his service, speaking to a local spinster, Miss Hardaker, and her two charges, Jean and Phyllis, evacuees from the East End of London. The Doctor and Ace show up, looking for Judson, who is working on Viking inscriptions in the crypt of the church. Ace strikes up a conversation with Jean and Phyllis, and makes an appointment to meet up with them later at Maiden's Point. As they enter the crypt, Ace notices a lot of silver around and says they might get stolen. Wainwright assures her that the locals are too frightened of the Viking curse: the church was built on old Viking graves, and they say evil was once buried here. In the crypt, Judson is confident that the ULTIMA code machine, which he is using to decipher German intercepts, will be able to crack the inscriptions. Ace tells the Doctor she hears the sound of machinery, but the Doctor dismisses it as the sounds of the church organ. The Doctor and Ace visit the churchyard, and note that it contains descendants of Vikings. When they go to Maiden's Point, they find the open packet of the sealed orders, and realise that there are Soviet soldiers about. The Doctor decides to go back to the church, and warns Ace not to go into the water. He finds Wainwright in the church, and correctly guesses that someone has already deciphered the inscriptions. Wainwright shows the Doctor a translation made by his grandfather, speaking of a curse following the Vikings who came here carrying Oriental treasure. They wished to go back to the "North Way" but the curse claimed their lives at Maiden's Bay. The Doctor reads part of the Soviet orders that mention Norway the "North Way", and takes the translation to Judson. Ace returns to The Doctor and they continue looking around the base, and come across the room where some WRNS are listening to coded transmissions. One of the WRNS, Kathleen Dudman, has a baby whom Ace takes to even though she is named Audrey, the same as Ace's mother, whom she hates. Millington, however, is not as sympathetic, and orders Kathleen to get Audrey off the base within 24 hours or face dismissal from the service. Exploring further, the Doctor and Ace enter Millington's office, a perfect replica of the German cypher room in Berlin, where he tries to divine the mind of the enemy. There are two differences, though, a picture that shows that Judson and Millington went to school together, and a Viking-themed chess set. In his office, Judson continues to read the translation, which tells of the final battle of the gods at the end of the world, which Millington seems to believe is nigh. As he reads, new runes appear burning into the wall of the vault, and a creature hiding behind a ruined Viking ship stirs. While searching Maiden's Point for more clues, Ace and the Doctor find the body of the soldier who found the orders earlier, with a strange object in his hand. They are then confronted at gunpoint by the other Soviets. The soldiers take them back to Sorin once they discover that the Doctor and Ace know about their sealed orders. The Doctor tells Sorin that an assault on the base will be suicidal, and letting them go to investigate further is the only way to stop the evil that is killing his men. Already another soldier has been attacked and is delirious, holding on to a similar object which he hands to the Doctor. In the meantime, Judson is carried away from deciphering the new inscriptions by his nurse, Crane, who finds the crypt too cold for an invalid. Millington insists that Judson use the ULTIMA to decode the inscriptions, even though it is needed for the German intercepts. The Doctor and Ace return to the crypt, noticing the new inscriptions. Remembering the machinery Ace heard earlier, they look for a secret door, but Millington finds them first, taking them at gunpoint into the hidden passages connected to the church. Inside, men are mining toxins from a natural source, a chemical weapon to end the war. The Doctor makes an allusion to the Well of Hvergelmir, where serpents spew their venom over the roots of Yggdrasil. This persuades Millington that the Doctor believes in Norse mythology as he does, and offers to show the Doctor all of it. The Doctor goes with Millington to the ULTIMA, leaving Ace behind in the church to talk to Wainwright, who seems to have lost his faith in humanity. He also says the church has lost its sense of sacredness. At the ULTIMA, Millington reveals that the computer is bait for the Soviets, with a beaker of toxin hidden inside the machine. Millington shows the Doctor a room with row on row of shells, and an isolation chamber to test the toxin. As a demonstration, he breaks a vial inside the chamber, killing a cage of pigeons. The plan is to let the Soviets take the ULTIMA, and when they try to decrypt the British codes, a single word, "Love", implanted in a cypher will detonate the beaker. In the crypt, a wall shakes open of its own accord, revealing an ancient looking urn, which is cast aside by the soldiers working there to seal up the church. At Maiden's Point, Jean and Phyllis enter the water again, fully dressed (Miss Hardaker having earlier confiscated their bathing suits), splashing around as a mist drifts into the bay, and when it clears, they are gone. Millington is informed that the operations at the church are being closed down, and he orders that all radio transmitters and outside telephone lines be disabled and any chess sets in the camp be burnt. Judson starts to decrypt the inscription and the ULTIMA spits out, "Let the chains of Fenric shatter." Jean and Phyllis rise from the waves, skins pale and with long claws in place of fingernails. They lure a Soviet soldier into the water, but before he can reach them, monstrous hands grab and drag him under. Ace realises what the inscriptions are — a complex logic diagram for a computer program, and tells Judson this in his office. Armed with this knowledge, Judson excitedly tells Crane to take him to the ULTIMA room. Meanwhile, Jean and Phyllis go to Miss Hardaker and kill her. When Ace and the Doctor find Miss Hardaker's body drained of blood, the two vampire girls are already approaching Wainwright, who lost his faith when he heard about British bombs killing innocents. They are about to feed on him, but the Doctor arrives and dismisses them. They threaten to return for Wainwright. The Doctor says that as long as Judson does not solve the inscriptions, everything will be all right. Ace, horrified, realises she has given Judson the solution and says the Doctor should have told her. They rush to the ULTIMA room as more monstrous vampires, some dressed in archaic clothing, rise from the bay. When the Doctor, Ace and Wainwright reach the machine, it is running at top speed and cannot be stopped. The urn in the crypt glows with a green light, as Millington says triumphantly that the Doctor is too late. He is convinced that once the chains of Fenric shatter, all its dark powers will be his. The Doctor points out that the base's defences have been weakened because Millington wanted the Soviets to steal the machine, and reinforcements cannot be called for because the transmitters have been disabled. The Doctor explains that the vampires are really Haemovores, mutations from mankind's far future. Ace wants to make sure that Kathleen and Audrey are all right before they go back to the church. Wainwright traces the names of the descendants of the Viking settlers while the Doctor and Ace explore the crypt for clues. Ace finds the cast-aside urn, and puts it in her backpack without telling the Doctor, not considering it the Oriental treasure he is looking for. Wainwright finds the names the Doctor is looking for — the curse of Fenric passing down through the generations. The Haemovores attack the church, Wainwright and Ace trying to beat them back with the church silver. Ace tries to escape through the roof, but is attacked by the Haemovores. Sorin and two of his men spot her struggles and rescue her, although their shots only slow the haemovores down. What eventually drives them back, however, is the Doctor's faith — as he chants the names of his former companions, the Haemovores scream and retreat. The Doctor explains that faith forms a psychic barrier that the Haemovores cannot penetrate. The Doctor orders everyone into the crypt, but Sorin says he needs to go back to his men. His faith in the revolution will protect him. He gives Ace his scarf, and tells her to be careful. The Doctor finds the tunnel to the toxin stores (and a back way out) sealed, but Ace blows it open with two cans of Nitro-9. The two Soviet soldiers stay a bit behind to slow the Haemovores down. Ace takes out the flask she found, hoping to use it to mix more Nitro-9, but the Doctor recognises it as the treasure they've been searching for. Outside, Sorin keeps the Haemovores at bay with his Soviet Army badge, but they turn away from him and start moving back to the church, being drawn to the flask. When the Doctor, Wainwright and Ace reach the exit, Millington is waiting, and takes the flask, sealing the exit even though the two Soviet soldiers are still inside, now trapped with the Haemovores. They plead with Millington to open the shutters, but their pleas are ignored. Sorin moves back into the camp, telling his men to abort the mission if he is not back in ten minutes. He calls out to Millington to talk terms, officer to officer. However, Millington is not interested, and places Sorin under arrest. Sorin manages to warn his men, and they retreat. The Haemovores start to burn through the metal shutters of the tunnel, while Ace discovers Kathleen sitting alone in the barracks, numb with grief at receiving a letter informing her of her merchant navy husband's death at sea. Judson continues with the decoding of the inscription, now with the flask sitting in the ULTIMA. Ace confronts the Doctor, demanding to know what he knows, bitterly complaining that he always seems to know, but just cannot be bothered to tell anyone, like it is a game that only he knows the rules to. The Doctor tells Ace about an ancient evil that has existed since the birth of the universe. Fenric is just Millington's name for it, and it is trapped in the flask. Ace lures Sorin's guard away while the Doctor frees the Soviet captain — they have to stop Fenric before he finds a body. Wainwright waits while the Haemovores break through the tunnel gates, and tries to hold them back with the Bible, but his faith is too weak and the Haemovores overwhelm him. The flask in the ULTIMA flashes, hitting Judson with green energy, causing him to collapse out of his wheelchair. A storm whips up as the Haemovores advance over Wainwright's lifeless body. As the Doctor, Ace and Sorin reach the ULTIMA room, Millington murmurs that the chains of Fenric are shattered and the gods have lost the final battle. Ace thinks that Fenric has taken Millington, but she is wrong. Behind the Doctor, Judson rises to his feet, his eyes aglow, and proclaiming that "we play the contest again, Time Lord." Fenric/Judson says that the Doctor trapped him in the Shadow Dimensions since the 3rd century , but now he has a body again and the preparations are complete. He teleports away as British soldiers rush in. Millington orders that the Doctor, Ace and Sorin be shot for treason. Before the firing squad can carry the order out, however, Sorin's men attack and the three escape. Fenric/Judson appears in the tunnels, meeting the Haemovores and asking them to fetch him the Ancient One. At the bay, the Haemovores perform the summoning, and the Ancient One, a hideously mutated Haemovore, rises from the waters. The Ancient One is from the far future of Earth, a time where it is the last thing left alive — the ultimate destiny that evolution and pollution has shaped for mankind. The Doctor tells Ace that he needs a chess set, and they remember the one in Millington's office, but Millington has wired the chess set to explode, and they barely get out before the office is destroyed. Millington, meanwhile, meets Fenric/Judson in the toxin chamber, where Fenric reminisces about the time the Doctor beat him — carving pieces out of bones taken from the desert sand and setting up a chess problem. Fenric was unable to solve the puzzle and was banished, so now he seeks revenge. The Doctor explains to Ace why the names are important — they tell of where the curse has passed, to family names like Judson, Millington, Wainwright and Dudman. Ace remembers that Kathleen still has a chess set which escaped Millington's destruction order, and they go to retrieve it. The British soldiers use toxin grenades against the Soviets, but the Haemovores start killing the British soldiers. The WRNS become Haemovores and turn on the soldiers who come to rescue them. Fenric/Judson allows the Haemovores to kill Nurse Crane, in return for all the humiliation she visited on Judson over the years. When Bates, the guard commander, goes to warn Millington of the massacre, he overhears Fenric/Judson tell Millington that he will use the toxin stores to poison the world forever. Bates sneaks out again, and joins forces with the Doctor and Sorin to fight the real enemy. Sorin praises Ace for her bravery, and gives her his Soviet Army badge. Ace and the Doctor reach the barracks and take Kathleen's chess set. Ace stays to look after Kathleen and Audrey. The Haemovores crash in through a window, and they barely escape out through another. Ace bundles Kathleen and Audrey into a jeep, telling them to go to London, where Ace's nan will look after them. Kathleen gives Ace a picture of Audrey, and Ace kisses the baby goodbye, saying she will always love her. Fenric/Judson tells the Ancient One to take the poison into the oceans, and kill the other Haemovores. He concentrates, and the Haemovores collapse and crumble to dust. The Doctor sets up the chess puzzle in the toxin stores, and challenges Fenric/Judson to solve it. Millington is about to shoot Bates but Sorin's last man shoots Millington instead. As Fenric/Judson desperately contemplates the puzzle, the Doctor speaks to the Ancient One. He knows the Ancient One comes from a world where industrial pollution has caused the Earth to die in a chemical slime, and what Fenric is asking the Haemovore to do is to be the act that begins that — another one of Fenric's games. When Sorin goes to kill Fenric, the weakened entity possessing Judson tells Sorin that he was chosen for this mission because his grandmother was English, and a descendant of one of the Viking settlers. Sorin is touched by the curse, too — one of the Wolves of Fenric. When Ace enters the toxin store, it is Sorin who is contemplating the puzzle, and Ace tells him the solution, realising too late that Fenric is now in Sorin's body. Fenric/Sorin solves the puzzle as the Doctor enters, and he gloats. All the descendants of the Viking who buried the flask were pawns in his game — Judson, Millington, Sorin, the Ancient One, and even Ace. In thirty years, Kathleen Dudman's daughter Audrey will become Ace's mother, the one Ace hates. In saving Kathleen and Audrey, Ace has created her own future. Fenric/Sorin orders the Ancient One to kill them. Ace, however, still has faith in the Doctor's infallibility, and that faith creates a psychic barrier that keeps the Ancient One back. Fenric/Sorin takes up a vial of the toxin, saying that he will kill the Doctor anyway, but if he would like Ace to live, to kneel before him. The Doctor callously tells Fenric/Sorin to kill Ace, revealing that he knew all along that Ace had Fenric's evil inside her. Why else would he have taken in a social misfit and an emotional cripple who could not even pass chemistry, yet somehow created a time storm in her bedroom? The Doctor saw Fenric's hand in it from the start (as soon as he saw the chess set in Lady Peinforte's study), and was just using Ace to get to him. With these belittling revelations, Ace's faith in the Doctor is shattered, and she falls to the floor weeping. The Ancient One is free to move, but, instead of killing the Doctor and Ace, forces Fenric/Sorin into the isolation chamber, shattering the vial of poison and killing them both. The Doctor pulls Ace out of the store as it explodes behind them. The Doctor tries to explain to Ace that he didn't mean what he said, but had to break Ace's faith in him to allow the Ancient One to act. He would have done anything not to hurt Ace, but he had to save her from the curse. On the shores of Maiden's Point, Ace wonders why she cannot stop hating Audrey, her mother, even though she loved her as a baby. Ace dives into the bay, no longer frightened of the water, and surfaces, liberated. In doing so, it is implied that she has overcome her psychological troubles after being forced to face them by the Doctor's harsh words. The Doctor and Ace walk off, back to the TARDIS. The Seventh Doctor brings Ace back to her home town of Perivale in the suburbs of North West London. A mysterious black cat is wandering around and humans are hunted down and made to disappear to another world. Ace grows worried; most of her old friends seem to have disappeared, but the Doctor is preoccupied with the behaviour of the strange cat. It becomes apparent it is controlled by a strange being in the other world, viewing Perivale through its eyes and choosing which humans to chase and transport. An unhappy young man, Stuart, is his next victim. Ace follows soon afterwards, hunted down by a Cheetah Person on horseback, with a hunting affinity with the curious cat. The Doctor and a keep-fit instructor called Paterson are chosen and teleported to another world, bathed in a blood-red sky, where the Doctor finds his nemesis the Master greeting him. The Master is evidently unwell. His eyes and mouth show feline characteristics and he uses the black cat, a kitling, to create a dimensional bridge for the Cheetah People to hunt prey on Earth. His reasons are unclear; he seems keen to keep the Cheetah People occupied. He tells the Doctor the planet is alive and has a bewitching influence. The indigenes bred the kitlings and had a great civilisation, then regressed into animals. The Master is beginning to show changes and needs the Doctor's help to escape. Ace has seen some of her friends, Shreela and Midge, hiding in woods with a young man called Derek. The planet is clearly dangerous. Ace and her friends find the Doctor and Paterson. The Time Lord deduces they are on an ancient, dying planet. A Cheetah Person hunts and kills a terrified milkman, prompting a Cheetah pack to attack the Doctor, Ace and friends. During the fight, Midge kills one Cheetah person and Ace injures another, called Karra. Ace forms an attachment to Karra and tends her injuries. Karra is intrigued by Captain Sorin's shiny cap insignia which Ace has on her jacket, (TV: The Curse of Fenric) and gently paws at it. This worries the Doctor. He says that the only way they can return to Earth is if one of them turns into a Cheetah and then brings his prey home. That happens with Midge and the Master uses him to return to Earth. Karra appears again and Ace's eyes change and she begins to transform into a Cheetah herself. Ace abandons the Doctor to go hunting with Karra but he eventually wins her around. Midge has fallen to the power of the planet and is turning into a beast. The Master seizes on this and has Midge teleport back to Earth, away from the dying world. He possesses Midge and goes with him to the youth club, using his hypnotic powers to enslave Paterson's students. The Doctor persuades Ace to help him return to Perivale, also letting Paterson, Derek and Shreela flee the planet. Patterson insists nothing is amiss, falling back on his "survival of the fittest" mantras and self-defence classes. The Doctor and Ace roam Perivale in search of Midge and the Master. They find them at the youth club. They have killed Paterson for sport; Midge, too, is killed in the Master's machinations. Karra's arrival brings comfort to Ace, whose transformation continues, but the Master kills Karra too. As she dies, she transforms into a human woman, her metamorphosis having been reversed by death. With her final breath, Karra praises the hunt before another Cheetah Person teleports her dead body away. Meanwhile, the Doctor catches up to the Master, and finds him trying to pick the lock to the TARDIS. The Master gloats that he is capable of controlling the raw power given to him by the planet and declares that he will use it to destroy the Doctor, before grabbing him and taking him back to the Cheetah Planet for a final confrontation. In the ensuring struggle, the Master starts out having the upper hand, but the Doctor, drawing from the planet's power, manages to turn the tables on him, and soon has him at his mercy, and raises a skull to bash him with. But in a moment of clarity, the Doctor realises what he is doing is wrong and manages to resist the planet's pull, turning away from violence. The Master demands that they finish their fight, but the Doctor tries to convince him to let go of the violence too, pointing out that they will destroy both the planet and themselves if they keep fighting. The Master, however, rejects this and, grabbing the Doctor in a stranglehold, he spitefully tells him that he should have killed him while he had the chance. The Doctor screams out "If we fight like, animals we'll die like animals!", as the Master raises a club over his head to hit him with. But before the Master can strike him, the Doctor is teleported away. The Master is left for dead as the planet begins to break up. The Doctor has gone back to the TARDIS and Earth, where he finds Ace. Her metamorphosis has reversed. He tells her she will have grown through the experience; the element of the Cheetah Planet, however, will remain within her forever. Ace is glad; it gave her a wonderful feeling. She then asks what happened to the Master. "Who knows?" answers the Doctor with a hint of sadness, before he asks Ace where they should go to now. "Home," answers Ace with a smile, "The TARDIS." The two walk off into the distance arm in arm, as the Doctor talks of adventures that await. As they walk, the Seventh Doctor ponders that "there are worlds out there where the sky is burning, the seas sleep, and the rivers dream; people made of smoke and cities made of song. Somewhere, there's danger; somewhere, there's injustice; and somewhere else, the tea's getting cold!" Knowing his place in the world, the Doctor assures Ace that "we've got work to do." As part of a treaty between the Time Lords and the Daleks, Time Lord criminal The Master has been placed on trial on Skaro, and is sentenced to extermination for his life of evil. As part of a last, and somewhat curious, request, the Master asked that his old rival the Doctor, now late in his seventh incarnation, escort his ashes back to Gallifrey for proper burial. "It was a request they should have never granted." The Doctor narrates that Time Lords have thirteen lives, but the Master had already used up all his own. However, rules never mattered much to the Master, as he always found away around this and kept living. So, even though the Master was dead, the Doctor knew he couldn't trust him. Nearby, the casket containing the Master's ashes shakes violently. The record begins skipping on the word "time", but the Doctor fixes it, remaining unaware of the situation. The shaking grows worse, causing the record to start skipping worse. The casket breaks open. The Doctor's cup of tea crashes to the ground and the record skips to stop. Realizing that he's trying to be told something, the Doctor immediately becomes suspicious of the Master. A snake-like creature emerges from the box and, unseen by the Doctor, slithers into the TARDIS console. The resulting effect of the console malfunctioning as sparks fly out finally rouses the Doctor: leaving his chair, he rushes to fix it, but is unsuccessful; a critical timing malfunction forces him to make an emergency landing. Concerned that the Master may have had a hand in this, the Doctor quickly returns to where he left the ashes, only to see the box cracked open. The Doctor, shocked, stares at it with a worried expression. The TARDIS exits the time vortex, heading to Earth. Meanwhile, in San Francisco on December 30th 1999, two local Chinese-American gangs are having a shoot-out, reducing one to just Chang Lee. When the other gangsters prepares to fire on him, the TARDIS materialisation wind picks up and it appears in front of Lee. The gang fruitlessly fires at the TARDIS, emptying their guns. While they reload, the Doctor exits the TARDIS to find his bearings only to be shot by the gangsters, who quickly flee. Lee runs to the Doctor's side. The Doctor tries to warn Lee about the Master, who has slipped through the TARDIS keyhole. However, Lee doesn't turn around in time to see him. The Doctor falls unconscious and Lee quickly runs to get an ambulance and accompanies the Doctor to Walker General Hospital. Unseen, the Master stows away in the ambulance. At the hospital, a surgeon removes the bullets, but the Doctor's two hearts cause confusion for the medical team. They assume he is fibrillating and that the X-rays showing his two hearts is a double exposure. A cardiologist, Dr. Grace Holloway, is summoned from her visit to the opera, and attempts to stabilize the Doctor's heartbeat. Regaining consciousness, from pre-op sedation by music from "Madame Butterfly" opera, just as she is about to begin the operation, the Doctor tries to prevent it by explaining his non-terrestrial origins and tells Grace that he needs a beryllium atomic clock. Salinger implies that they can't wait any longer to begin the operation, and Grace has the anesthesiologist administer the anaesthetic. However, the Doctor fights the sedation and awakes from it twice, deliriously telling the people in the operating room, "Timing malfunction. The Master, he's out there! He's out there. I've got to stop him." The medical team think this is just incoherent babble brought on by the anaesthesia, and attempt to put him to sleep again. Once the Doctor falls asleep, they insert an endotracheal (breathing) tube in his throat and start their operation to stabilize his heart beat. The Doctor's anatomy confuses Grace, who believes his unusually fast heartbeat is an unwanted and life-threatening fibrillation. She decides to do exploratory surgery to fix it. She gets lost in his right side, which holds a second heart, knowing that she should be in the right side of his body, the surgical team identify his second-heart blood veins as the left side of the heart (the normal human heart parts). Grace attempts to move the microscopic probe in her plan B, accidentally damages his unfamiliar circulatory system with the probe, causing the Doctor's sedated body to have a massive seizure. Unable to get the probe out when it snaps off inside one of his vital heart vessels, killing him. The medical team shock his body in attempt to restart his heart. The Doctor's body starts to spasm violently, and he wakes from the anaesthetic one more time, forced into consciousness by the incredible pain he is now feeling. He lets out a final, horribly agonised scream, and collapses on the operating table. The medical team fail to revive the Doctor and they pronounce him dead. Grace takes of her surgical glasses and cap and runs out of the room upset. Wheeler covers the body with the Doctor's surgical drapes. When Grace tries to comfort Lee with the death of the Doctor, she realizes he doesn't know him. Lee runs off with the Doctor's possessions, as Grace cannot run after him in her opera dress. The Doctor is wheeled into the morgue for dissection the next day, with the morgue attendant, Pete, making spa jokes at the dead body. Around the same time, the Master has hitched a ride to the home of one of the ambulance workers, Bruce, by hiding in his jacket. Bruce snores with his wife, Miranda, in agony; she wraps a pillow around her head to block the sound. The Master slithers up to Bruce, quickly shoving himself down the man's throat. Suffocated, Bruce dies; the Master then gains control of the man's body. Unknowing of this, Miranda assumes Bruce simply stopped snoring and sleeps. Later that night, as Pete, a morgue attendant, watches the 1931 film version of Frankenstein, the Doctor comes back to life and, at last, regenerates into his eighth body. His old face twists and warps into the features of a brand new, younger man, followed by a release of dense, foggy breath from his mouth. Surprised and slightly disoriented, he springs up from the gurney and begins banging on the door, attracting Pete's attention. When Pete arrives to see what is the source of the sound, the new Doctor knocks the metal door off its hinges. He is clad in just a shroud, a sight mirrored by the image in the movie. Pete faints in shock while the Doctor stumbles into a deserted wing of the hospital. He walks into a room where he sees himself in broken pieces of mirror. Confused by his new face he falls to his knees and cries out, "Who am I?" The next morning, the Doctor, after going through numerous hospital lockers, steals the Wild Bill Hickok costume that Pete's co-worker, Ted, intended to wear to the hospital's New Year's Eve costume party. He leaves the costume's gun belt behind though, seeing no use for it. Meanwhile, Chang Lee goes through the Doctor's possessions, finding his sonic screwdriver, pocket watch, jelly babies, a yo-yo, and TARDIS key. Elsewhere, Miranda awakes to find, unbeknownst to her, the Master staring out the window. As the Master talks to himself about Bruce's body not lasting long and his need to find the Doctor. Happy to see he has a sense of humour and no longer snores, she asks him to come back to bed. The Master turns around, shocking her with the cat-like eyes he acquired on Cheetah World. Miranda attempts to scream in horror, but is grabbed by the neck by the Master, who shushes her. After a moment, he breaks her neck and begins thinking about stealing the Doctor's lives. At the hospital, the Doctor, still struggling with severe disorientation, hangs out in the hospital reception where he happens to recognise Grace (who has quit her hospital job after an argument with the hospital administrator over covering up the surgery), and follows her to her car, asking for help as he believes she knows who he is. Grace tells the Doctor to leave her alone, convinced he is crazy. She screams when she finds the Doctor in her car in agony. But he removes the source of his pain, the surgical probe which Grace had left in him the previous night, the sight convinces her that this strange man is in fact her supposedly dead patient. She then drives off with the Doctor, at his request, to prevent the hospital staff from killing him again. "Bruce" goes to the hospital, where he learns that the Doctor died during surgery and that his body is missing and Lee has taken his possessions. Grace takes the Doctor to her house, where she discovers that her boyfriend has left her and taken some of her furniture to boot. She listens to the Doctor's hearts, and takes a sample of his blood, while the Doctor's spotty memory begins to return with anecdotes about Puccini and Leonardo da Vinci. He also explains that his has thirteen lives, going on to say Grace became a doctor because of her childish dream to hold back death; according to the Doctor, she'll do great things. Elsewhere, Chang Lee uses the TARDIS key to enter the TARDIS. There he encounters the Master, who entered before him. The Master hypnotises Lee into giving him the Doctor's possessions by staring with his inhuman eyes. Searching through the bag, the Master demands to know where the Doctor is. Lee says that the items he stole are his now, and that the Doctor is dead. With a snarl, the Master informs Lee that the Doctor is not dead and that he will die unless he finds him. Wondering what he'll get out of assisting the Master, Lee is told he'll get to live. Elsewhere, Grace has given the Doctor a pair of shoes left behind by her boyfriend, letting him keep them; her attempts to examine the Doctor's blood fail. They decide to take a walk, hoping to jog his memory, during which the Doctor happily remembers seeing a wonderful meteor storm on Gallifrey with his father during his initial incarnation. He then joyously announces that his new shoes fit perfectly and runs off happy. Rummaging through some of the drawers, the Master withdraws some red pouches, going on to say the TARDIS and the Doctor's body were stolen from him. Lee once more says the Doctor died. The Master explains it's half true; that body, the body of the Seventh Doctor, died, but the Doctor regenerated into a new one. He goes on to lie that the Doctor used seven of his lives to commit terrible deeds as well-known villains in Earth history, claiming Genghis Khan was one incarnation of the Doctor.. He then gives Lee the pouches, which contains $5,000,000 in gold dust, as payment for his help, promising a full billion once he gets "his" body back. The Master takes Lee to the Cloister Room, where he uses Lee's human eyes to open the Eye of Harmony, the TARDIS' power source. In the meantime, the Doctor regains his memories. In a fit of enthusiasm, the Doctor announces, "I am the Doctor!" and kisses Grace, who asks him to kiss her again. In the Cloister Room, the Master sees a series of images: the Seventh Doctor, the newly regenerated Eighth Doctor, and a human retina. The latter causes him to announce, "The Doctor is half-human." The Doctor becomes aware that the Master has opened the Eye of Harmony as he holds Grace; at the same time, the Master and Lee see her through the Doctor's vision. However, the Doctor shuts his eyes, preventing nothing more than audio to come through the Eye's projection. The Doctor explains the Master's plan: he hopes to force the Doctor to look into the Eye of Harmony, which will destroy his soul and allow the Master to take over his body. The Master says the Doctor is lying again; however, Lee is worried Grace might believe him. At the same time, the Doctor asks Grace to help him find a beryllium atomic clock. However, Grace runs back to her house; the Doctor opens his again, but the visual doesn't return to the Eye. The Doctor tries talking to Grace, but she calls him insane and phones for an ambulance to take the Doctor to a mental institution. To prove that the Eye is open and changing the physical structure of the planet, the Doctor presses against one of the windows, making it bend; he walks through it and into Grace's house. The Doctor explains that at midnight, the entire Earth will be sucked through it unless he can close it in time. Collapsing in shock, Grace asks for two ambulances over the phone. Hearing this, the Master decides to use the identity of his stolen body to commandeer an ambulance, with Lee. The Doctor weighs himself on scale as Grace's television reports strange weather occurring around the world, which has been caused by the Eye's opening. The Doctor is even more shocked to see he has lost twenty pounds in just the same amount of minutes. Watching a news report, the Doctor hears that a beryllium atomic clock is being unveiled at ITAR. When the ambulance arrives, the EMT is the Master, and the unseen driver is Chang Lee; the Doctor doesn't see Lee or know it's the Master. The Doctor asks to be taken to ITAR. Grace is still sceptical, but indicates for the driver to play along. As they are being driven, the Doctor questions Grace as to why she didn't tell him she had access to an atomic clock. Still playing along, Grace says she was more worried about what would happen to the Earth if the Eye isn't shut. Their conversation changes subject, in which the Doctor explains he met Sigmund Freud and Madame Curie. However, Lee slams on the brakes at a traffic jam, making the ambulance shake, causing the sunglasses the Master had been using to hide his inhuman eyes to fall off; the Doctor recognises him. Putting his glasses back on, the Master has them pulled back off by the Doctor, who gets out of the way of a burning viscous substance spat by his foe; it lands on Grace's wrist. The Doctor temporarily blinds him with a fire extinguisher, while they flee. They flee into the blocked traffic as Lee cleans the foam off the Master. A policeman tells them to go back to their vehicles, but the Doctor instead offers him a Jelly baby; sceptical about the sweet, the officer eats it. Grace explains that the Doctor is British to explain his odd habits just as he takes the officer's gun and points it at himself; he demands the officer hand over his motorcycle. The Doctor turns his attention to Grace, who he tells that he cannot make her dream to hold back death last forever, but he can make it come true tonight. Believing the Doctor, Grace takes the gun and shoots the radio, preventing the officer from calling for backup. They take the keys and drive off, leaving the gun behind. At the same time, the Master reminds Lee that they are in an ambulance, which can go past traffic jams if the sirens are on; Lee complies and takes a shortcut to ITAR. The Doctor and Grace arrive shortly after, finding the empty ambulance; the Master and Lee are already inside, waiting for them. Grace, a board member of ITAR, gets herself and the Doctor inside the party; while looking around for a way to reach the clock, the Doctor explains that time travel is possible and that Time Lords who run out of regenerations, like the Master, are desperate in the fight for survival. She also gives him the alias "Dr Bowman" while introducing him to Professor Wagg, creator of the clock. As the Doctor tells Professor Wagg "a secret" ("I'm half-human, on my mother's side"), he surreptitiously removes Wagg's security pass. Grace and the Doctor steal a small component from the clock, which he needs to repair the TARDIS. They spot the Master and Chang Lee in the crowd, which prompts them to head for the exit. They then find guards that the Master subdued by using the same substance; they are frozen in place, covered in goo. The Doctor activates the fire alarm to "liven things up" as he and Grace make their escape by lowering themselves from the roof with a fire hose. They flee on the motorcycle, being chased by police and arrive at the TARDIS, where the Doctor remembers that he keeps a spare key in the cubbyhole above the letter "P" in "Police box." One police motorcycle enters the TARDIS and moments later flees in shock. They enter the TARDIS, where the Cloister Bell is ringing. The Doctor is able to close the Eye of Harmony; however, a quick temporal scan confirms that the Eye has been open too long, and the Earth is still in danger. The only solution is to take the TARDIS back to a time before the Eye was opened — but since the Eye was open so long, the TARDIS now has no power. The Doctor attempts to jump-start the TARDIS by drawing energy directly from the Eye. While working under the console, the Doctor wonders why Grace is not helping as he instructed her to, looking up to see her eyes have turned black; Grace has been taken over by the Master's will. Grace knocks the Doctor out just as the Master and Lee enter the TARDIS. The Doctor awakens to find himself strapped to a gurney in the Cloister Room. Chang Lee and the possessed Grace chain the Doctor to a balcony, under the supervision of the Master (who has decided to "dress for the occasion" in Gallifreyan robes). Lee explains he'll be rich once once the Master gets his body back. However, the Doctor tells him the Master neglected to mention Earth would be destroyed, making his payment pointless. Per the Doctor's slight manipulation, the Master inadvertently contradicts his earlier lies to Lee by claiming to have used all his lives. Lee now believes the Doctor and refuses to help the Master. Rather than waste more time by hypnotising Lee again, the Master snaps his neck. The Doctor comments that only Grace is left to open the Eye, but her eyes are not human. The Master taunts the Doctor and removes his influence on Grace as he kisses her, then forces her to look into the Eye. As the Master begins to absorb the Doctor's life energy, the Doctor implores Grace to return to the console room and jump-start the TARDIS. Several disasters happen all around the Earth as lightning and heavy winds surround the TARDIS; Grace enters the control room as sparks fly out of the console. In the Cloister Room, the Master begins hearing the Doctor's memories and feeling his life force come into him, even briefly taking on his form several times. As the Earth celebrates the approaching new year, Grace manages to start the TARDIS one second before midnight, having remembered the Doctor told her piloting a TARDIS is like setting an alarm clock. The TARDIS enters a temporal orbit, something she needs the Doctor to explain. She returns to the Cloister Room and frees the Doctor, but the Master attacks them both. He throws her off the balcony, killing her. The Doctor and the Master struggle over the open Eye, and the Master falls in; the Doctor attempts to save him, but the Master rejects his hand and is sucked into the Eye. The TARDIS slips back in time before midnight. Energy travels from the Eye to the bodies of Grace and Chang Lee, reviving them, and the Eye closes. Amused by how sentimental his TARDIS is, the Doctor asks Grace how it felt to hold back death. He then congratulates them, as they've been somewhere he's never been (yet). Grace tells him there's nothing to be afraid of, but wonders if they've gone back far enough. The Doctor tells her that they have or he's talking to a bunch of ghosts, and he doesn't believe in them. They return to the console room where, through a high-tech dome, the Doctor shows them alien galaxies and his home planet. Lee questions where the Master is just as a grumbling is heard from the TARDIS; "Indigestion," the Doctor remarks. Deciding where to leave them, the Doctor asks if they wish to be deposited back on the 29th. While Grace would rather not live through the day again, Lee knows he won't survive it; instead, the Doctor takes them to exactly the first minute of 2000 in a city park. The Doctor allows Lee to keep the bags of gold dust the Master originally bribed him with, and tells him not to be in San Francisco next Christmas; in exchange, Lee gives back the bag with the belongings of the Seventh Doctor in them. The Doctor asks Grace to travel with him, but she refuses and asks if the Doctor will stay with her. However, both know he won't and they kiss. Grace thanks the Doctor, but he retorts "No, thank you, doctor." The Doctor leaves in the TARDIS, off to a new adventure. Conducting maintenance on the new part inside the console with his newly recovered sonic screwdriver, the Doctor asks his beloved time machine where it will be they're going this time (as he has no reason to go back to Gallifrey now). He settles back in his armchair in the TARDIS control room to continue reading H. G. Wells' novel The Time Machine. The gramophone record that he is listening to suddenly starts skipping (again). As the TARDIS continues on its flight, all the Doctor says is, "Oh no, not again." Cass is piloting a damaged spaceship on the verge of crashing. The ship's computer offers to call for a "doctor" upon being asked for support, to which Cass responds that she doesn't need one because she's not injured. Meanwhile, the Doctor's TARDIS is seen catching up to her ship. Inside, Cass continues to tell the ship that she is trying to send a distress call, and doesn't need a doctor. The Eighth Doctor suddenly appears behind her, stating "I'm a doctor, but probably not the one you were expecting." When the Doctor notices that the ship's crew is missing and wonders why Cass is still aboard, she explains that she teleported the crew off the ship and stayed behind. The Doctor then welcomes her aboard, and takes her hand as he leads her to the TARDIS. As he is trying to open the doors to the room where the TARDIS is parked, Cass says she joined the crew to see the universe, and wonders if it is always like this. He jokes that it is if she's lucky. He finally opens the doors with his sonic screwdriver, revealing the TARDIS, and reassuring Cass that it's bigger on the inside. Cass is horrified, correctly identifying the police box to be a TARDIS. With contempt and hurt laced in her voice, Cass recoils from the Doctor and orders him not to touch her. She realises that the Doctor is a Time Lord, a species taking part in the Time War. The Doctor counters that he hasn't participated in the conflict and that he's one of the nice ones, but this fails to assuage Cass. When he points out that at least he's not a Dalek, she replies that one can hardly tell the difference anymore, and promptly locks herself on the other side of the door. Although the Doctor states that he won't leave the ship without her, Cass replies that she doesn't mind; she would rather die than travel with a Time Lord. The Doctor helplessly pleads with her while pounding on the door in a desperate terror, until time runs out and the spacecraft ploughs into a nearby world with a savage explosion, claiming both their lives. The ship crashes on the planet Karn, where the Sisterhood of Karn have been expecting the Doctor. An elderly woman comments that the man who is destined to save them has at last arrived. She remarks that the Sisterhood always knew in their bones the Doctor would come back to this planet some day, but pities the nature of his arrival -- slain before his time. Inside a cave, the Doctor rests against an altar, before he suddenly awakens with a jolt and calls out for Cass. The woman, named Ohila, explains that the sisters are still trying to extract who she believes to be his companion from the wreckage. The Doctor corrects her, explaining that Cass wasn't his companion. Regardless, Ohila predicts Cass in all likelihood to be dead. The Doctor questions this, as he points out that he survived. Ohila then explains that the Doctor did, in fact, die in the crash. The Sisterhood restored him to life temporarily with the Elixir of Life after they recovered his body, giving him only four minutes to live. The Doctor sarcastically comments that four minutes is "ages", stating that he might get bored. Remaining stern, Ohila replies that he should spend the little breath he has left more wisely. The Doctor suddenly realises that he is back on Karn, and recognises the women gathered around him to be the Sisterhood. He mockingly calls them "The Keepers of the Flame of Utter Boredom." Ohila dryly replies that he can mock them if he likes, before explaining that their Elixir can trigger his regeneration and help him fully return from the dead. She also explains that using an Elixir to trigger the regenerative process would allow the Doctor to choose which traits his next incarnation will possess, rather than have it be a random change. Several member of the Sisterhood step then forward, holding different chalices filled with Elixir. The Doctor asks why the Sisterhood would help him, and, after he brushes aside her attempt to use her gratitude for the Doctor's past help of the Sisterhood, Ohila explains that the Time War threatens all reality, and that the Doctor is the only hope left. The Doctor resists the idea of taking any part in the war, claiming that he is comfortable with just trying to help out where he can. Reminding him of why he calls himself "Doctor", Ohila orders him to attend Cass. Cass' body is then brought forward, and Ohila states that she is beyond even the Sisterhood's help. The Doctor, saddened, comments that Cass wanted to explore the universe, and he could have saved her but she wouldn't listen to him, but Ohila answers that Cass was wiser than him; she understood that there could be no running from the Time War, as it will soon rip the entire universe apart if doesn't end soon. The Doctor bitterly states he would rather die than take part in the war, prompting Ohila to remind him that "you're dead already; how many more will you let join you?" She pleads to the Doctor whether he would let the Universe fall. Succumbing to Ohila's persuasion, the Doctor concedes that the universe does not need a Doctor any more. He removes a bandoleer from Cass' body, and tells Ohila to make him a warrior. Ohila offers one of the chalices of Elixir, which she claims to have developed herself. The Doctor takes the chalice, and horribly conflicted about what he is about to do, he bellows at the Sisterhood to get out of the room. As they leave, the Doctor asks if the regeneration will hurt. Ohila simply replies "Yes", to which the Doctor says "Good." Now alone, the Doctor raises the chalice and pays tribute to some of his past companions. He then apologises to Cass. Despairingly, he utters his last words, quoted from the book of Luke in the Bible "Physician, heal thyself," and drinks the Elixir. He drops the empty chalice as the regenerative process begins, and eventually falls to the ground in agony, gasping out his last breaths. Afterwards, Ohila returns to see if the regeneration has been successful. The Doctor stands, and sympathetically puts his hand to Cass's face. He then grabs Cass's bandoleer and buckles it across his chest and stares adamantly ahead at the glistening surface of a rock wall, glancing at his new reflection as he declares himself, "Doctor no more." Rose Tyler wakes up one morning, gets ready for work, and kisses her mother Jackie goodbye. She gets the bus to Henrik's, the department store where she works. In the evening, as the store nears closing time, Rose is about to walk home when she is stopped by a security guard who is holding the lottery winnings for Wilson, the chief electrician. She goes to the basement in search of him, but Wilson is nowhere to be found. She enters a storage room and is disturbed to see a group of moving shop window mannequins that soon surround her and raise their arms to kill her. All of a sudden, a man takes hold of her hand and tells her to "run!" She quickly obliges, and they both run to a lift whilst being pursued by the mannequins. Before the doors can close, one of the Autons reaches for them, but the man quickly pulls its arm off before it can do them any harm. On the way up, he informs Rose that Wilson's dead. When they arrive at ground level, the man holds up a bomb and tells Rose that he plans to destroy a relay device to stop the Autons. He offers a quick introduction — he is the Doctor — and tells her to run for her life. Rose heeds his advice, and runs from the vicinity, carrying the plastic arm with her. Once she's at a safe distance, she watches in shock as Henrik's explodes in a huge ball of flame. Rose then flees away past a strange blue box. She returns home, and her boyfriend Mickey Smith comes in to check she's okay. He eventually leaves to watch football, and is asked to take the arm with him. He throws the plastic piece into one of the bins outside. The next morning, Rose awakens, before realising that she no longer has a job to go to. Walking around the house, she suddenly hears a scratching noise from the cat flap. She assumes her mother hasn't screwed it shut, and that it's a stray cat. She opens it up to find the Doctor; he tells her he's been tracing a signal from the plastic arm. Rose invites him in. While Rose is making the tea, he explores the room, and looks in the mirror and is stunned by the size of his ears, implying he has recently regenerated. He peers behind the sofa, and is attacked by the arm. Rose notices the strangulation, but ignores it, thinking it a jest — that is until it lets go and flies towards her. Thankfully, the Doctor manages to deactivate the Auton arm with his sonic screwdriver, though not after much damage has occurred. He throws the piece at her, and hastily rushes out. Rose runs down the stairs to chase after him, demanding to know what's going on. He tells her that the living plastic is here to start a war that would overthrow and destroy the human race, so that they can claim the Earth as their own. The Doctor then departs in a mysterious blue box in the car park, ordering her to forget about him. Rose turns away for a second; when she looks back, both he and the box are gone. Rose cannot let go, and decides to use Mickey's computer. She tries different keywords on search-wise.net, eventually settling on "doctor blue box". She follows a link to whoisdoctorwho.co.uk, a website owned by a conspiracy theorist named Clive. Mickey drives her to the man's house, where she is invited in by his son. Out in his shed, Clive shows her images from many points in Earth's past, including the assassination of John F. Kennedy, the sinking of the Titanic and the explosion of Krakatoa. All the pictures he shows her feature the Doctor. He goes through the facts: "the Doctor is a legend woven throughout history; when disaster comes, he's there." Clive states that he believes the Doctor is an immortal alien. He tells her he is dangerous, and that he has only one constant companion: death. Meanwhile, Mickey is keeping an eye on the house from his car. He suddenly gets distracted by a bin wheeling forwards on its own. He gets out of the car and opens the bin, expecting to see someone playing a joke. He surprisingly finds it completely empty. As he tries to close the lid, he finds that it's stuck to his hands. The plastic merely stretches as he tries to pull away. After a few attempts at breaking free, the bin suddenly tosses him into the air and swallows him whole. Sometime later, Rose returns to the car, convinced that she's wasted her time, that this man really is just a conspiracy nutter. They decide to go for pizza. What she doesn't realise is that her Mickey has been swapped, replaced by a shiny, plastic duplicate. The two arrive at the restaurant and plastic Mickey starts to grill Rose about the Doctor. Rose is disturbed by Mickey's speech patterns, speaking as if he is somehow malfunctioning.They are interrupted twice by the offer of champagne. Mickey finally looks up, only to find the Doctor holding the bottle. The Doctor fires the cork at Mickey's forehead, but it moulds into his plastic skull, and simply makes its way down to his mouth, where he spits it out. His hands morph into paddles, and he begins attacking all those around him. There is a brief struggle until the Doctor pulls his head off, but it simply tells him not to expect it to stop him (causing a man at the next table to scream in horror). Rose hits the fire alarm, and, while the others evacuate, the Doctor and Rose are chased out of the building by a now-headless Nestene duplicate of Mickey, who flips over tables in the process. They escape to the back courtyard, and the Doctor enters his little blue box. With nowhere to go, Rose follows him inside at the last second. The second she enters, though, she rushes back outside, thinking she has just gone mad. The inside of the box is bigger than the outside! The Doctor explains that his blue box is called the TARDIS, and that both it and he are alien. Though Rose is convinced that the headless dummy will follow them inside, the Doctor reassures her by stating that the assembled hordes of Genghis Khan couldn't get through that door and according to him, they've tried. As the Doctor wired Mickey's head to the console, Rose wonders if the real Mickey is dead; the Doctor didn't even consider this. The couple's conversation is cut short when Rose points out that the head is melting; he had hoped to use it to track down the Nestene Consciousness — the entity controlling the Autons. He still manages to follow a trace of the signal, but the head is completely melted before they can find the precise location of the Consciousness. They land somewhere nearby their destination, by the edge of the River Thames. Rose is shocked to learn that they have moved. The Doctor explains that he needs to find a transmitter of some kind, very big and round. He figures it must be "completely invisible", but Rose identifies it instantly: the London Eye would be the perfect transmitter for the Nestene. The two run together across Westminster Bridge, and Rose quickly finds an entrance to an underground base beneath the Eye. Rose immediately notices Mickey when they enter, and runs down to him; the Doctor rolls his eyes. The Doctor tries to reason with the Nestene, but the Consciousness has two of its Autons capture him when it detects the presence of the TARDIS, which it identifies as terrifyingly superior technology. They discover a vial of anti-plastic in his pocket — which he had intended to use only as a last resort. The Nestene confronts his Time Lord enemy about its lost planet. He responds, "I couldn't save your world. I couldn't save any of them!" Terrified, it decides to start the invasion ahead of schedule. Rose calls her mother to get her to go home to safety. Jackie doesn't hear, though, and continues into the Queen's Arcade mall for some late-night shopping. Much to her surprise, the shop-window dummies come to life, breaking through the windows as the bemused shoppers stare at them. Clive, who remarks that everything he read about was true, is confronted by an Auton who detaches its hand and shoots him dead in front of his wife and son. Panic ensues as the Autons start blasting and shoppers scatter in all directions. Below the London Eye, Rose decides to take some initiative. She breaks free one of the chains on the wall with an axe, and swings down to the Autons, both freeing the Doctor and pushing the Autons, along with the anti-plastic, into the vat containing the Nestene Consciousness. The vial leaks, and the Nestene Consciousness dies in pain. Back in the mall, Jackie runs outside to behold utter chaos: Autons are everywhere, bodies litter the ground, people run in all directions and a double-decker bus at the end of the street has crashed into a post-box and burst into flames. A black cab goes past honking its horn, only to get its rear windscreen shattered by a bullet. Jackie takes cover behind the car, as three bride Autons crash through the window behind her. Suddenly, when they are just about to shoot her dead, the transmitter shuts down and all the Autons return to lifeless mannequins again. Underneath the London Eye, the Nestene's base starts to collapse and explode. The Doctor, Mickey and Rose board the TARDIS and, just in time, escape a huge explosion. Jackie looks around at the chaos, as shell-shocked survivors struggle to come to terms with what has happened. With the Earth saved, the Doctor suggests Rose join him on his adventures; they can go anywhere in the whole universe. Mickey however is not invited. Rose, much to his disappointment, refuses. He bids her farewell and leaves. Rose almost instantly regrets her decision, but carries on getting a terrified Mickey back home. As she leaves, though, she hears the TARDIS reappear in front of her. The Doctor emerges to tell Rose that the TARDIS can also travel in time. Without much thought, she kisses her boyfriend goodbye and runs straight into the TARDIS, to start her adventures in time and space. The Doctor asks Rose where she would like to go on her first trip in the TARDIS. She asks to go one hundred years into the future, but when they arrive, the Doctor says the 22nd century is boring. They travel again, this time to 12005, the time of the New Roman Empire. Again, they move on without leaving the TARDIS as Rose cannot believe his explanation. Finally, to impress his new companion, the Doctor takes Rose to a space station orbiting Earth in the year 5.5/Apple/26. As they watch in amazement, the Sun expands partially — "Welcome to the end of the world". The Doctor tells Rose that Earth has long been empty of any kind of life. Mankind left it long ago and the planet was taken over by the National Trust. They have used gravity satellites to hold the effects of the Sun back, but the money has run out. Earth will be swallowed up by the Sun at last. The rich and powerful of the universe will witness the end of the world, which will occur in about half an hour. The station has automated systems and is staffed by blue-skinned humanoids. On encountering the blue-skinned Steward, who manages Platform One, the Doctor persuades him that he and Rose are invited guests by using a piece of psychic paper that makes people see what the Doctor wants. The other guests arrive, including the diminutive Moxx of Balhoon, the Face of Boe, living humanoid trees from the Forest of Cheem (whose ancestors originated on Earth) and, from Financial Family Seven, a group of hooded aliens known as the Adherents of the Repeated Meme. Rose watches in horrified fascination as the last living human arrives — the Lady Cassandra O'Brien Dot Delta Seventeen, a piece of stretched-out skin with eyes and a mouth, mounted on a frame and connected to a brain jar. The skin needs to be constantly moisturised by her attendants. The guests exchange gifts. Jabe of the Forest of Cheem gives the Doctor a cutting taken from her grandfather. The Doctor gives her the gift of air from his lungs. The Moxx gives the gift of bodily salivas, and the Adherents of the Repeated Meme hand out gifts of "peace" in the form of metal spheres, even to the Steward. Cassandra gives her own gifts: the last ostrich egg, and an "iPod" (actually a jukebox) from ancient Earth. Rose is a bit overwhelmed when the jukebox plays "classical" music — the song "Tainted Love" by Soft Cell — and leaves the hall. The Doctor receives a call about the TARDIS' parking place and is given a ticket telling him where it is being moved. Elsewhere, Rose has a brief conversation with a station plumber, Raffalo, who is investigating a blockage. At first she is comforted by the familiarity of Raffalo's matter-of-fact, working-class manner, but when Raffalo explains that she is from Crespallion, which is part of the Jaggit Brocade, affiliated to the Scarlet Junction in Complex 56, Rose realises just how far she is from home, with a man she does not know. She leaves, and does not see Raffalo spot small, spider-like robots in the ducts, which rapidly grab her and pull her inside. The spiders are being disgorged from the metal spheres gifted by the Adherents of the Repeated Meme to guests. They soon infiltrate the entire station, sabotaging its systems. The Doctor finds Rose. When she asks where he is from, he brushes off her questions. When the Doctor alters Rose's mobile phone so she can talk to her mother in the past, another fact sinks in — her mother is long dead. The Doctor jokes that if Rose thought the telephone call was amazing, she should see the bill. Suddenly, a tremor shakes the station, and the Doctor gleefully observes that was not supposed to happen. The Steward, investigating the cause of the tremor, is killed when a spider lowers the sun filter in his room, exposing him to the direct heat of the Sun's rays. The Doctor starts to look into the tremor and Jabe offers to show him where the maintenance corridors are, while Rose goes to speak to Cassandra. Rose finds Cassandra has had seven hundred and eight cosmetic operations, and considers herself the last "pure" human — the others who left "intermingled" with other species and she considers them all mongrels. Her next operation, to bleach her blood, is next week. Disgusted that humanity has come to this, Rose insults Cassandra and storms off, only to be met by the Adherents, who knock her out. In the corridors, Jabe quietly tells the Doctor that she scanned him earlier, and was astonished to discover he exists. She sympathises with him and the Doctor is briefly moved to tears. They continue to the bowels of the station, where they find one of the spiders. Jabe captures it with a long, vine-like appendage. As the station's systems continue to fail and, as a "traditional ballad" — Britney Spears singing "Toxic" — plays on the jukebox, Rose is lying unconscious on the floor. She wakes up and is trapped in a room with a lowering sun filter. The Doctor hears her cries for help and raises the filter, but Rose is still locked in. Returning to the main hall, he releases the spider to seek out its master. It first scurries over to Cassandra and then veers towards Adherents of the Repeated Meme. The Doctor says that a "meme" is just an idea and reveals that the Adherents are robots as they collapse to the floor. He then sends the spider out to find who was controlling them and it goes directly to Cassandra. Cassandra has her attendants hold the others at bay, saying the moisturiser guns can also shoot acid. Her operations cost a fortune and she was hoping to create a hostage situation and later seek compensation. Now she will just let everyone burn and take over their corporate holdings. Cassandra orders the spiders to shut off the force field protecting the station, then uses a teleportation device to transport herself and her attendants away. With only minutes until the Sun incinerates Earth and the station, the Doctor and Jabe rush back to the air-conditioning chamber. The restore switch for the computer systems is at the other end of a platform blocked by giant rotating fans. The Doctor protests the rising heat will burn the wooden Jabe, but she insists on staying to hold down the switch that slows the fans. The Doctor makes it nearly to the end before Jabe catches fire and burns. He closes his eyes and concentrates, making it past the last fan and throwing the reset switch. The force fields come up around the station just as the Earth explodes into cinders. The station's systems start to self-repair. Several of the guests are now dead, incinerated as the Sun's rays burst through cracks in the windows. The Doctor finds Cassandra's teleportation feed inside the ostrich egg and reverses it to bring her back. She starts taunting the Doctor, saying that he cannot do anything about her. However, the Doctor calmly notes he has transported Cassandra back without her moisturising attendants. In the heat, she begins to dry out. Cassandra begs for mercy and Rose asks the Doctor to help her, but the Doctor coldly says that everything has its time and everything dies. Cassandra's skin stretches and tears, her innards exploding, leaving only her brain tank and empty frame. Rose is sad that in all the danger, Earth's passing was not actually seen by anyone. The Doctor takes her back to the present in the TARDIS, telling her that people think things will last forever, but they don't. He admits his home planet was burned like Earth, but in a war. He is the last survivor of the Time Lords. Rose says he still has her, and he smiles as she offers to buy him some chips. They have only five billion years before the shops close. In the funeral parlour of Sneed and Company in the Victorian era, Mr Redpath grieves over the open casket holding his dead grandmother, Mrs Peace. Closing his eyes in sorrow, he does not see a blue, glowing vapour wash over the corpse and enter it. Mrs Peace's eyes snap open and she grabs Redpath by the throat, strangling him to death. Gabriel Sneed, the undertaker, rushes in and tries to close the lid on the reanimated corpse but she knocks him unconscious to the floor, then gets up and wanders onto the street, wailing. Some time later, Gwyneth, Sneed's servant girl, returns from the stables to find Sneed recovering from the cadaver's attack. This is not the first time there have been zombie incidents in the funeral home, and Gwyneth tells Sneed they need to get help. Sneed protests that it is not his fault and that they have to get Mrs Peace back before she does any damage. In the hearse, Sneed orders Gwyneth to use her clairvoyant abilities to seek out the dead woman, and Gwyneth focuses on the old woman's last desire: to see Charles Dickens, who is giving a reading in a music hall in town at Taliesin Lodge. Dickens himself is in a melancholic mood as he waits for his stage call. He feels old, is estranged from his family and his imagination is growing thin. He feels he has seen all there is to see. In the TARDIS, the Ninth Doctor and Rose Tyler are having a rough ride. As the ship shakes and they hold onto the console, the Doctor aims the TARDIS for Naples in 1860. When they land, Rose is about to rush out when the Doctor tells her that she would start a riot in her 21st century clothing. Rose returns in more suitable attire: an off-the-shoulder gown. The Doctor admires her beauty, "considering" that she's human. They step into the snow-covered streets of history. The Doctor realises when he buys a newspaper that his aim was a bit off — it's Christmas Eve 1869, and they aren't in Naples — they're in Cardiff. In the music hall, Dickens gives a reading of A Christmas Carol. Just as he reaches the point where Marley's face appears in Scrooge's door knocker, he stops short. In the audience, Mrs Pearce starts to glow blue. Vapour pours out of her mouth, and an ethereal gas with a vaguely humanoid shape sweeps around the hall, emitting ghastly screams and sending the audience into a panic. The screams attract Rose and the Doctor, as well as Sneed and Gwyneth. The vapour completely leaves the dead woman's body and is sucked into a gas lamp, as the body collapses. Dickens accuses the Doctor of being responsible for the illusion. Sneed and Gwyneth carry the limp body out. Rose goes in pursuit, and Sneed chloroforms her, bundling her into the hearse with the dead woman. The Doctor commandeers Dickens's coach. The great writer's protests vanish when the Doctor discovers who he is and gushes over his genius. When the Doctor tells him about Rose, Dickens chivalrously joins the chase. Rose awakes in the locked viewing gallery of the funeral parlour, just as the gas takes over Redpath's body. As the Doctor and Dickens arrive at the parlour and force their way in, Mr Redpath and his grandmother climb out of their coffins to menace Rose. The house's gas lights flicker. The Doctor realises there is something living in the pipes. He hears Rose's cries and breaks the door down, pulling her away from the corpses. He asks them who they are. The corpses cry that they are dying because the Cardiff Rift is failing and these forms cannot be sustained. The screaming blue vapours stream out of the dead, and the bodies collapse again. After recovering from the incident, Gwyneth pours the Doctor's tea just the way he likes it — that is, with two sugars — without asking him what that is. Rose lashes out at Sneed for drugging her, kidnapping her and locking her in a room full of zombies. The stricken Sneed explains that the house has a reputation as haunted, which is why he bought it at such a low cost. The Doctor tells him that the house was built on top of the Rift, a crack in space-time that's growing. These entities are from across the universe. Dickens is sceptical, refusing to believe there are ghosts in the gas pipes. The Doctor informs them that dead bodies release gas when they decompose, making ideal vehicles for these gaseous aliens. Dickens tells the Doctor, shakily, that if what he has seen is true, then perhaps his entire life, spent fighting against injustice and for social causes in what he thought was the real world, has been for nothing. The Doctor tries to reassure him that the real world is still the same; there's just more than Dickens thought. Rose talks to Gwyneth, finding out she was taken in by Sneed when she was twelve, after her parents died. The two girls initially get along well. Gwyneth sees the future in Rose's mind but is shocked when she sees the things Rose has experienced with the Doctor. She apologises, admitting her clairvoyance and saying her abilities have been growing stronger recently. The Doctor has been listening, and surmises that Gwyneth's abilities are due to her growing up in this house over the Rift. She is the key. He suggests they hold a séance. Gwyneth summons the aliens, who speak through her. They identify themselves as the Gelth, a species whose bodies were destroyed in the Last Great Time War, which left them facing extinction in a gaseous state. The few Gelth remaining need to come through the Rift and take over dead bodies to survive. Rose is repulsed by the idea, but the Doctor insists they help. Gwyneth will stand at the spot of the Rift down in the morgue and allow the Gelth to use her as a bridge. Rose continues to protest. She knows the Gelth do not succeed, because the future does not have walking dead, but the Doctor tells her that time is constantly in flux. The future can be rewritten. Nothing is safe. In any case, Gwyneth wants to help her "angels". The Doctor warns the Gelth this is only a temporary solution — once they possess the bodies, he will take them to another place where they can build permanent ones. However, when Gwyneth stands at the Rift and the Gelth begin to come through her, the numbers are "a few billion" — much more than they originally implied. They show their true colours. Only dead corpses are not enough for them. They will kill to supply themselves with more hosts and occupy the planet. Gwyneth stands motionless at the position of the Rift as the Gelth stream in. Sneed demands Gwyenth to stop, only to have his neck snapped by a reanimated corpse and be taken over. Dickens, overwhelmed, flees as the Doctor and Rose are backed into a corner. The Doctor apologises to Rose that she is going to die over a century before she was born, but she assures him that she wanted to come. The Doctor and Rose hold hands as they prepare to go out fighting together. He tells Rose he is glad he met her; she replies the same and they share a final smile. Outside, Dickens sees a pursuing Gelth get sucked into a gas lamp on the street with a scream. Suddenly, he has an idea. He rushes back into the house, turning off the flames and turning up the gas. He goes into the morgue, doing the same, explaining to the Doctor what he is doing: these creatures are gaseous, so the moment the house is filled with gas, the Gelth will be sucked out of the corpses like poison from a wound. This is precisely what happens; the Gelth pour out of the collapsing corpses, screaming and swirling around in the confines of the morgue. The Doctor tells Gwyneth to send them back, but she says she is only strong enough to hold them here. She takes out a box of matches from her apron, but Rose won't let her carry through. The Doctor tells Dickens to get Rose out before the two succumb to the gas fumes. He tries to convince Gwyneth to leave the Gelth to him. As he touches her neck, however, he discovers the truth and leaves. Gwyneth lights a match, and the house and the Gelth are consumed in an explosion. The Doctor tells Rose that when he checked Gwyneth's pulse, he realised she was dead — and probably had been from the moment she stood in the Rift. Rose does not understand, because Gwyneth spoke to them and saved them. In response, Dickens quotes Shakespeare: "There are more things in heaven and earth than are dreamt of in your philosophy" (Hamlet: Act I, scene v). Rose looks sadly at the ruins of the funeral home and mournfully states, "She saved the world a servant girl. No one will ever know." Dickens thanks the Doctor as they stand in front of the TARDIS. The things he has seen tonight have given him hope there is more to learn. He plans to patch things up with his family and finish The Mystery of Edwin Drood, identifying the murderer as a blue elemental to warn humanity of the Gelth. He asks the Doctor if his books will last. The Doctor assures a smiling Dickens his work will last forever. Inside the TARDIS, Rose asks if Dickens writing about what they just experienced will change history. The Doctor tells her that Dickens will never get to write his story; he dies the following year, and The Mystery of Edwin Drood will never be finished. Right now, though, they have made him more alive than he has been in a long time. Dickens watches in wonderment as the TARDIS fades away before his eyes. He laughs out loud and walks through the streets of Cardiff, wishing everyone a Merry Christmas, and exclaiming, "God bless us, everyone!" Rose and the Ninth Doctor have returned to the Powell Estate. Rose, thinking she has only been gone twelve hours, heads off to see her mum. Meanwhile, the Doctor notices a poster depicting a missing girl. Jackie is shocked to see Rose. As she hugs Rose, the Doctor enters and informs Rose that she's been gone twelve months, not hours. Jackie has been frantic with worry, but now she begins to scold Rose for not getting in touch with her. Interviewed by a policeman, the Doctor says that Rose is his companion. After an argument Jackie slaps the Doctor. Later, Rose and the Doctor chat outside. Rose can't tell her mother about what she has done. Both are shocked to see an alien spaceship pass overhead and clip Big Ben before crashing into the river. Rose and the Doctor try to visit the scene but are prevented by traffic. They head for home to watch the news on television. Several people are visiting, while the Doctor tries to watch the news. He sees General Asquith entering the hospital where the alien has been taken. The news also reports that the Prime Minister is still missing. At the hospital mortuary, Dr Sato performs an autopsy on the alien. Meanwhile, several important figures gather at 10 Downing Street, including Joseph Green. He is informed by Indra Ganesh, the junior secretary, that he is acting Prime Minister for the crisis. As Ganesh attempts to lead Green away, he is accosted by Harriet Jones, MP for Flydale North, who wishes to meet with the Prime Minister but is brushed off. Green meets with Margaret Blaine and is given the emergency protocols. The Doctor decides to leave the party, giving Rose a TARDIS key before he leaves. Mickey arrives, and Rose learns that several people, including Jackie, had suspected him of murdering Rose. The Doctor uses the TARDIS to get to the hospital. He accidentally walks into a room of soldiers, but when they hear screaming, they all run out of the room and the soldiers listen to the Doctor's orders. He finds Dr Sato, who says that the "dead" alien is alive and has run off. Despite the Doctor's command, one of the soldiers shoots the alien dead. Back in the Cabinet Room, General Asquith meets with Green and Blaine, who are acting strangely. He attempts to relieve Green of command, but Green, Blaine and another man, Oliver Charles, unzip their foreheads. Asquith screams. Unknown to them, Harriet Jones has sneaked inside the room and watches them from her hiding place. The Doctor informs Dr Sato that the "alien" is fake. He then leaves. Outside, as Mickey is gloating that the Doctor has left Rose, the TARDIS materialises and the Doctor is back. After Jackie sees the TARDIS interior, she goes upstairs and calls a number to report the Doctor. The Doctor deduces that the spaceship landing was faked as well. It originated from Earth, and whoever did it has been here for a while. He notes that UNIT has been called in to deal with the crisis. The trio of Green, Blaine and Asquith complain about compression and gas exchange. They receive a code nine — the Doctor, an expert in extra-terrestrial affairs, has been located. When they step out of the TARDIS, they are surrounded by police and helicopters. Mickey runs away, and the Doctor and Rose are arrested. They are taken to Downing Street, where the Doctor is brought in to meet with the other experts. Rose does not have proper clearance, so Harriet offers to stay with her. Meanwhile, a policeman visits Jackie for information. The experts are gathered with Green and Asquith in a small room. Harriet takes Rose to the Cabinet Room and tells what she saw — Green and Blaine are aliens in skin suits who killed Asquith and the Prime Minister. The Doctor figures out why the spaceship crash was faked — to get the Earth's experts in one place. The policeman visiting Jackie begins to unzip his forehead. Ganesh, Rose and Harriet are caught by Margaret Blaine, who unzips her forehead. In the room below, Asquith unzips his forehead, and Green uses a remote control to electrocute the experts. They announce themselves as the Slitheen. Deadly electricity courses through all of the alien experts in the room, killing them, but the Ninth Doctor, not being human, is not as affected as the rest. The Doctor grabs his own electrified identity badge and attaches it to the collar of the Slitheen that was masquerading as Asquith. Somehow, as the electricity courses through Asquith, it affects Green, Blaine and the police inspector threatening Jackie as well. The Doctor makes his escape, running down and attracting the attention of the Metropolitan Police squad below. Mickey comes into Jackie's flat and sees the police inspector alien paralysed by electricity. He knocks it aside with a chair and grabs Jackie's hand, pulling her out of there — but not before taking a photograph of the alien with his mobile phone. Harriet and Rose rush past the writhing Margaret Blaine alien, running down the corridors of 10 Downing Street. Green struggles and manages to remove the badge from Asquith's neck, and they hurriedly scramble into their skins just as the Doctor returns with the police squad. The Doctor tells the squad that the Acting Prime Minister is an alien, but is met with obvious disbelief. Green accuses the Doctor of having killed all the experts, and Asquith orders the police, under authority of the Emergency Protocols, to execute the Doctor. The Doctor, apparently backed against a wall, says, "If I was you, if I was going to execute someone by backing them up against the wall, between you and me, a little word of advice — don't stand them against the lift!" and ducks into the lift before they can shoot him. He rides it up to the top floor. Blaine continues to chase Harriet and Rose through No. 10, and the two seek refuge in one of the offices on the upper floor. In the meantime, Asquith tells the police to isolate the upper floors, and he and Green ride upstairs in the lift, removing their skins. They join Blaine, who is enjoying the hunt, and they sniff out Harriet and Rose's hiding places. They are about to strike when the Doctor comes in, spraying the Slitheen with a fire extinguisher, causing enough of a distraction for Harriet and Rose to duck around the aliens. They run towards the Cabinet Room to get the Emergency Protocols to see what procedures they have for fighting aliens. The Slitheen are just about to follow them in, when the Doctor grabs a bottle of port from a side table, threatening to use his sonic screwdriver to "triplicate the flammability" of the alcohol. He asks them who they are and why they are invading. The Slitheen, held at bay for the moment, say that they are not invading, and the Slitheen is not the name of their species, but their family. They are here for business reasons, but before the Doctor can get them to tell what that is, the Slitheen realise that the Doctor's threat is a bluff. They prepare to end the hunt, but the Doctor observes that the Cabinet Room has a special feature — three-inch thick steel walls that can seal off the room, making it the safest place in Great Britain. He does just that, shutting the Slitheen out but also cutting off any avenue of escape. Satisfied that the Doctor no longer poses a threat, the Slitheen summon the rest of the family to Downing Street, and Asquith orders Price to keep the ground floor secure and await an emergency address from the Acting PM to the people of the world. Outside, Andrew Marr tries to make sense of the variety of people who are showing up: Group Captain Tennant James of the RAF; Ewan McAllister, Deputy Secretary for the Scottish Parliament; even Sylvia Dillane, Chairman of the North Sea Boating Club. All they seem to have in common is their remarkable girth and the fact that they've been invited to the upper levels of 10 Downing Street. They are all Slitheen in disguise, and when they get upstairs, they strip off their skin suits. Meanwhile, Mickey and Jackie have managed to make their way back to his flat, but the Slitheen who was Police Commissioner Strickland is still in pursuit, using his sense of smell to track Jackie. In the Cabinet Room, the Doctor puts the Prime Minister and Ganesh's bodies in the cupboard, and then checks for possible escape routes. Rose wonders how the Slitheen can fit inside smaller human skins. The Doctor explains that it is a function of the collars they wear — a compression field shrinks them down, leading to the gas exchange that causes their flatulence. The Prime Minister's skin was too small, even for them, which is why they did not use him as a disguise. The Doctor wonders why he finds Harriet Jones's name so familiar. Harriet says she is not famous, but just a lifelong backbencher. The Emergency Protocols list all the people who could help, but they are all dead downstairs. Rose wonders if the Protocols have defence codes that they can use to launch nuclear weapons at the Slitheen. Harriet explains that due to the United Kingdom's past record, the release codes for a nuclear strike are in the hands of the United Nations, and a resolution has to be passed before the authorisations can be released. As they wonder what the Slitheen could be after, Rose's mobile phone beeps. It is Mickey, and he has sent a picture of the Slitheen in Jackie's kitchen. Despite his dislike of Mickey, the Doctor admits that he needs him. He asks Mickey to go to the computer and log on to the UNIT website, using the password "buffalo" to gain access. As he does so, Jackie takes over the phone, pointedly telling the Doctor how dangerous his life is, and asking him if he can promise her that Rose will be safe. The Doctor does not answer. Once in, Mickey finds the signal that the Slitheen ship in the North Sea is pulsing out into space. The Doctor puts Mickey on the speakerphone and tries to decipher the signal. The doorbell to Mickey's flat rings and Jackie goes to answers it. It is Slitheen inspector Strickland, who unmasks and starts to break through the door. Mickey offers to fend off the alien with his bat. Desperately, the Doctor and the others try to gather the information they know about the Slitheen so he can identify their race and hopefully their weakness. The various characteristics they have exhibited, including the fact that their gas smells like halitosis — calcium decay — helps the Doctor narrow it down to one planet — Raxacoricofallapatorius — and identify them as creatures of living calcium, which will be weakened by the compression. As the Slitheen crashes into the flat, the Doctor tells them through the phone to get into the kitchen and find anything with vinegar in it. Jackie dumps as many pickled foods into a measuring cup as she can and hurls the mixture at the Slitheen as it comes through. The acetic acid reacts with the creature, and it explodes. In Downing Street, Green and Asquith sense the death of their brother. Green steps out onto the street and speaks to the media as Acting Prime Minister. He informs them of the death of the experts at the hands of aliens and that there are "massive weapons of destruction" capable of being deployed within 45 seconds above their heads. He urges the UN to pass a resolution and release the access codes that will allow the UK to launch a pre-emptive strike against the alien mothership. The Doctor, listening to the broadcast over Rose's phone, knows that Green is lying. He realises that is why the Slitheen made such a spectacle out of the crash — not just to attract the experts but to panic the world and make it more likely for the United Nations to acquiesce to Green's request. He unseals the room long enough to confront the Slitheen outside. They will launch the missiles not into space but against other nations, triggering World War III. The Slitheen will then sell off the radioactive remains of Earth to the rest of the galaxy as a fuel source. The signal from their ship is an advertisement that the planet is for sale. The Doctor tells the Slitheen he will stop them. Blaine sneers, expressing disbelief that he could do anything whilst sealed inside the room. The Doctor says grimly, "Yes. Me." He seals the room again, as uncertainty flickers across Blaine's face, her confidence shaken by the Doctor's demeanour. As morning breaks over London, the streets are deserted. The Slitheen gather, unmasked, in the Prime Minister's office to await the call from the UN Security Council. Jackie calls the Doctor, and says there must be something he can do. The Doctor reluctantly admits there is an option, but he cannot guarantee Rose's safety. He could save the world, but he could lose Rose. Jackie protests, but without even hearing what the option is, Rose tells the Doctor to just go ahead and do it. Harriet steps in at this point and, as the only elected representative in the room, orders the Doctor to take action. The Doctor tells Mickey to use the "buffalo" password to access the Royal Navy's systems. Mickey locates the HMS Taurean, a Trafalgar class submarine off the coast of Plymouth, and under the Doctor's instructions, remotely selects and launches a harpoon missile. The missile streaks inland, on a direct course for 10 Downing Street, as the UN concludes their debate. Persuaded by the "proof" that the UK has provided, they agree to release the nuclear missile codes. The missile is picked up on radar, but Mickey stops the counter measures taking effect. The Doctor, Harriet and Rose take refuge in the cupboard, hoping to ride out the explosion. The police squad sergeant orders the evacuation of 10 Downing Street and goes upstairs to warn Green. When he sees the Slitheen in their true forms, he makes a hasty retreat. The surrounding streets are cleared as the missile starts its final descent, and as the Slitheen still scramble around trying to get into their skins, 10 Downing Street is reduced to rubble. Thanks to the small and sturdy walls of a cupboard, Harriet, Rose and the Doctor "ride out" the blast and survive. The Slitheen are not so lucky. Harriet wonders how they will rebuild from this, and the Doctor suggests that she become Prime Minister. She goes off to speak to the press and emergency services, announcing proudly that the crisis has passed; mankind stands tall, proud and undefeated. As he and Rose leave quietly, the Doctor remembers now why Harriet's name was familiar. Harriet Jones will be a future Prime Minister, elected for three successive terms, and the architect of Britain's Golden Age. Rose goes back to Jackie's flat and watches the aftermath on television. Jackie grudgingly admits that she can't get rid of the Doctor now since Rose is so infatuated with him, something which Rose denies. Jackie offers to cook for the three of them and get to know the Doctor better. The Doctor calls Rose on her mobile phone from the TARDIS, where he is cancelling the Slitheen "advertisement". When Rose tells him of her mother's offer, he refuses — Rose can stay there if she likes, but he has a universe to see. Jackie sees Rose packing and asks her not to go, but Rose doesn't answer. The Doctor has caught the hooligan boy that defaced his police box with the words "BAD WOLF" and made him clean off the spray-paint with a bucket of water and a scrubbing brush. With his misdeed amended, the kid is given a final scolding by the Time Lord: "Good lad. Graffiti that again and I'll have you. Now, beat it." As the boy scampers away, Mickey stops by and speaks to the Doctor by the TARDIS. Mickey cannot believe that the papers are already saying the whole incident was a hoax. The Doctor gives Mickey a compact disc containing a computer virus that will wipe all trace of the Doctor's presence on the Internet, and asks him to use it. He also offers Mickey a place in the TARDIS, but Mickey says that the Doctor's world is not for him. He asks the Doctor not to tell Rose he said this, however. Rose arrives with a backpack full of her belongings, tossing it to the Doctor and playfully telling him that he is now stuck with her. Rose says goodbye to Mickey and Jackie, assuring her mother that the TARDIS is a time machine — she can travel all over the universe and be back within ten seconds. Rose asks Mickey to come along with them but the Doctor, following Mickey's wishes, pretends that Mickey is not welcome. Rose and the Doctor enter the TARDIS and it dematerialises. Jackie waits ten seconds, but it does not return, and she walks back towards her flat. Mickey unfurls his newspaper about the aftermath of the recent crises, planting himself on a rubbish bin. He stays in the street, and continues to wait. The Doctor's TARDIS is drawn off course by a signal and materialises underground in a bunker located in Utah in the year 2012. As the Ninth Doctor and Rose Tyler step out to investigate, they find that the bunker is a very special sort of museum, full of alien artefacts, including a mileometer from the Roswell crash, a stuffed Raxacoricofallapatorian arm, and even the head of a Cyberman. As the Doctor muses over the fact that he's getting old, he touches the glass casing of the Cyberman exhibit and sets off an alarm. Immediately, he and Rose are surrounded by armed guards. They are taken to see the owner of the Vault — Henry van Statten, a billionaire businessman who claims to own the Internet. One of his employees says that he can't replace the president. Van Statten then fires the man with the remark, "Thank you so much for your opinion, you're fired!" He has been collecting alien artefacts for years, and is impressed when the Doctor manages to identify a new piece that one of his assistants, a young English researcher named Adam Mitchell, has acquired in an auction. The Doctor shows van Statten how to play the alien musical instrument, but is disturbed when he tosses it aside carelessly. Van Statten asks the Doctor if he would like to see his one living specimen dubbed Metaltron, which is locked up in a part of the Vault called the Cage. Van Statten's scientists have been trying to get the Metaltron to talk by torturing it, but it has so far remained silent except for screaming. The Doctor enters the darkened Cage, and begins by saying that he is here to help. When he introduces himself, however, a grating, familiar screech repeats his name, synchronised with flashing lights. The Doctor is shocked at the impossibility of the sight before him as the lights come up. The Metaltron is a Dalek in chains. It declares the Doctor an enemy of the Daleks and cries its intent to exterminate. The Doctor, panicked, bangs on the door and demands to be let out, until he realises that the Dalek's casing is cracked and worn and its weapon stalk does not work. Delighted, the Doctor rounds on the Dalek, who is demanding orders. The Doctor says that no orders will be forthcoming; the Dalek race is dead, all ten million ships of its fleet burning, and the Doctor was the one who destroyed them. The Dalek asks what happened to the Time Lords, and the Doctor grimly acknowledges that all of them are dead as well, casualties of the Last Great Time War. The two of them are the last of their kind, and the Dalek declares that, because of this, they are the same. This casts the Doctor into a rage, and, determined to finish off the last Dalek, he pulls a lever, sending electricity coursing through the Dalek, ignoring the Dalek's pleas for him to show mercy. Van Statten sends his guards to stop the Doctor. As they ride up to the upper levels, van Statten's assistant, Diana Goddard, tells the Doctor that the Dalek fell to Earth fifty years before, on the Ascension Islands, where it burned in a crater for three days before anyone could approach it. It passed through the hands of several collectors before van Statten bought it at an auction. The Doctor concludes it must have fallen through time somehow, and van Statten notes that the Dalek is not the only alien on Earth now. The Doctor is chained up, stripped to the waist and painfully scanned. As van Statten gleefully observes that he can patent the Doctor's binary vascular system, the Doctor realises that van Statten is not just a collector. He scavenges technology from the artefacts and then sells them. Van Statten proudly admits this, revealing that broadband was derived from Roswell technology, and that recently his scientists found the cure to the common cold in bacteria recovered from the "Russian crater". Meanwhile, Adam is showing Rose (who is unaware of the Doctor's predicament) around the base. When Adam shows her the Dalek on the monitor, they see one of the technicians, Simmons, torturing it, trying to get it to speak again as per van Statten's orders. Rose asks to be taken down to the Cage so she can stop Simmons. There, Rose talks to the Dalek, offering to help. The Dalek feigns helplessness, getting Rose to approach it. In sympathy, Rose touches the Dalek casing, and immediately the Dalek absorbs some of her DNA, which allows it to regenerate part of its casing and break free of its chains. When Simmons approaches it, the Dalek uses its plunger-shaped manipulator arm to crush his skull. The Cage is sealed, and van Statten alerted. The Doctor calmly tells van Statten to release him if they want to live. Although the lock to the Cage has a billion combinations, the Dalek easily runs through them in a matter of moments. It then smashes a computer terminal with its manipulator arm, absorbing electricity from the Vault and seven states in the western United States to completely repair itself, as well as learning all the information on the Internet. Rose and Adam are evacuated from the level as van Statten's guards take position in a corridor. Commander Bywater runs into the corridor with the Dalek on his heels. As he yells commands, he is struck with an energy beam that exposes his skeleton and he falls to the ground, dead. The guards open fire, but a force field melts the bullets before they hit its casing, and its middle section can swivel around, giving its energy weapon a 360-degree field of fire. Van Statten shouts over the guards' communicators that he does not want the Dalek damaged, but there is no answer — the Dalek has killed all of them. The Doctor tells Diana to have weapons distributed to everyone. Adam, Rose and a female guard named De Maggio are climbing the stairs to the upper levels, hoping to escape the Dalek, but it hovers up after them, killing De Maggio when she bravely remains behind to delay its advance. Van Statten still thinks the Dalek can be negotiated with, but the Doctor bluntly tells him that the Dalek will kill everyone who is different from a Dalek, because it honestly believes they should die. It is the ultimate in racial cleansing, and the Doctor claims that van Statten has let it loose. In the Vault's weapons testing range, another group of guards take up a firing position. Once Rose and Adam are clear, they open fire on the Dalek, assisted by technicians, scientists and lawyers, but it sits there, impervious, even allowing the Doctor to see this on the monitors to prove it. It then hovers in the air, triggering the sprinklers. With one shot, it electrifies the water on the floor and kills the guards there. A second shot runs through a metal walkway, taking care of those guards. It demands to speak to the Doctor, and reveals that absorbing Rose's DNA — the genetic code of a time traveller — allowed it to "extrapolate her biomass" and regenerate itself. Its search through the world's satellite and radio telescope systems has revealed no Daleks anywhere, confirming the Doctor's claim that it is the last of its kind. As the Dalek now knows that no new orders will ever come, it intends to carry out the default Dalek function — to destroy and conquer, starting with Earth and her population. But The Doctor protests, insisting that there's no point to any of it now that he's the only Dalek left. Conflicted, the Dalek asks The Doctor what should it do. The Doctor suggests, with almost uncharacteristic venom, that if it wants an order, it should just kill itself. When the Dalek protests, the Doctor screams, "Why don't you just DIE?!" The Dalek observes that the Doctor would make a good Dalek, leaving him in a stunned silence. Van Statten has managed to restore some power to the bulkheads, but not for long. The Doctor holds off activating the doors for as long as he can to allow Rose and Adam to get to safety, but the power is failing, and he has no choice but to shut them. Adam makes it to the other side, but Rose is trapped. Over her "superphone", Rose tells the Doctor it was not his fault, and the Doctor hears the Dalek cry, "Exterminate!" and the sound of the Dalek weapon firing. Furious with grief, he blames van Statten for all the deaths that have transpired, especially Rose's. The Dalek, however, has not killed Rose. The DNA it absorbed from her is making it hesitant, and it can feel Rose's fear, something that a Dalek should not be able to do. It contacts the Doctor, holding Rose hostage and demanding that the bulkheads be opened or it will kill her this time. It taunts the Doctor, saying, "What use are emotions if you will not save the woman you love?" The Doctor tells van Statten that he already killed Rose once; he cannot do it again. He unseals the doors. Adam informs the Doctor that, while the alien weapons van Statten has collected are down in the lower levels, there are some uncatalogued ones in his laboratory. Van Statten mindwipes his employees after he terminates their service, and Adam wanted to keep some aside in case he had to fight his way out. The Doctor sorts through the pile and finds a large weapon like a handheld cannon. The Dalek reaches van Statten's office, and threatens to kill van Statten for torturing it, though it ignores Goddard. Rose stops it, to which the Dalek hesitates once more, and turns to Rose. Rose tells the Dalek that it does not have to kill any more and asks it what it wants, besides killing people. The Dalek turns back to van Statten, but then turns back to Rose and replies that it wants freedom. They ride up to Level 1, and there, the Dalek blows a hole in the roof of the Vault, letting the sunlight stream through. It opens its casing to reveal the mutated creature inside, a tentacle waving up to capture the warmth of the Sun. The Doctor appears, weapon in hand, telling Rose to get out of the way, but Rose refuses to let the Doctor kill it. The Dalek did not kill van Statten — it is changing. But what, Rose asks, is the Doctor changing into? The Doctor, appalled at his own actions, lowers the weapon. Thinking on Rose's words, he realises that the DNA the Dalek absorbed from Rose is mutating it further. The Dalek also realises this, as its mind is filled with so many new ideas, and it cannot reconcile it with the Dalek notion of species purity. It asks Rose to order it to die - at first she cannot bring herself to, but when the Dalek screams in desperation for her to obey, she reluctantly does. The Dalek rises into the air, the globes on its shell disengaging to form a sphere around it. The spheres emit energy and it implodes, completely disintegrating. Meanwhile, Goddard orders the guards to take van Statten away and mindwipe him for causing the events that resulted in the death of 200 people, smugly ordering him dumped on a street corner in San Francisco or another city starting with an "S". She also orders the Vault to be filled in with cement, aware of the terrible potential the alien technology within holds. Rose and the Doctor make it back to the TARDIS, where the Doctor ruefully observes that the Time War is finished, and as the last survivor he "wins". Rose asks whether it is possible, since the Dalek survived, that some of the Time Lords did as well. The Doctor says he would feel it if they had, and it feels like there is no one. Adam comes by, saying that they have to leave as Goddard is sealing the base. Rose hints to the Doctor that they should take Adam along, as he always wanted to see the stars. The Doctor is sceptical, but does not object and tells Rose, "On your own head." Adam, not knowing what they are really saying, follows the Doctor and Rose into the TARDIS with a puzzled expression, and it dematerialises. The Ninth Doctor, Rose and new companion Adam have travelled forward in time to the year 200,000 and land aboard Satellite 5, a space station in Earth orbit during the Fourth Great and Bountiful Human Empire. Earth in this time period is at its height, covered with megacities, five moons and a population of 96 billion, the centre of a galactic domain that stretches across a million planets and species — or, at least, it is supposed to be. They make their way around the station, the Doctor telling Adam that he will enjoy this period as human culture is at its peak, with fine manners and cuisine. When the station comes to life with junk food vendors and people pushing each other around — and no sign of species other than human — the Doctor is puzzled, as this does not quite fit with what he knows of this period's history. He decides to investigate, suggesting that Adam and Rose go get something to eat. He uses his sonic screwdriver on a cash point, retrieving a credit stick which he gives to Adam. The Doctor meets Cathica and Suki, who are journalists aboard Satellite 5. The Doctor uses his psychic paper on them and poses as management to question them about the station. Cathica sees this as an opportunity to get promoted to management's "Floor 500", which is rumoured to have walls of gold. She answers the Doctor's questions, showing him that Satellite 5 is a news station, broadcasting 600 channels across the Empire. However, they are being observed suspiciously on security monitors by the Editor, a pale man standing in a dark, icy room. He orders a security check to be done. Meanwhile, Adam seems overawed by everything around him and says that he misses his family. Rose lets him use her "superphone" to call his family in the past, and he leaves a message for them on their answering machine. As the Doctor calls them over, Adam gets a thoughtful look on his face and pockets the superphone. The Doctor, Rose and Adam are taken into a room where other reporters sit arranged in a circle around a chair. Cathica sits in the central chair, engages the safety protocols and snaps her fingers, opening a port in the centre of her forehead through which her brain is visible. On her cue, the others press their hands to the panels in front of them and an energy beam spikes down from a hub above, streaming information directly into her brain. Cathica is acting as a processor for the computer systems that broadcast all the news from Satellite 5, though she will not retain all that information once the link is severed. The Doctor explains that each reporter has a chip in his head as well, which receives the packaged information from Cathica and then transmits it to their separate channels. Adam is amazed at the technology, but the Doctor says that it is the wrong technology; there is trouble afoot. The Editor's security check turns up nothing, but he is unconvinced. A second sweep reveals someone in the newsroom is having unauthorised access to the systems, and isolates the intruder as Suki. Her records have an encrypted, secondary biography attached to them. The Editor terminates the transmission abruptly, and reports obsequiously to something that growls unintelligibly from the ceiling of the control room. The Editor sends a message to the newsroom, saying that Suki has been promoted to Floor 500. Adam is still feeling a bit overwhelmed by all that he is seeing, and tells Rose he is going to "acclimatise" by himself on the observation deck. Suki says her goodbyes to Cathica and gets on the lift. Cathica does not expect to see her again. Once you go to Floor 500, you never come back. Floor 500 appears deserted and everything is covered in frost and snow. Wandering around, she is shocked to find a newsroom populated by shrivelled corpses. Following the light streaming in from an open door, she finds the control room and is greeted by the Editor. He displays her records on a holographic screen, and immediately concludes that her life story as given in her job application is a lie — she is actually the last survivor of an anarchist underground group called the Freedom Fifteen. Suki points a gun at the Editor, demanding to know who controls Satellite 5. The Freedom Foundation has been monitoring the broadcasts and has discovered that the facts are being manipulated and that the system is corrupt. He introduces her to the Editor-in-Chief, up above. The unseen creature is impervious to Suki's gunfire, and she screams as it descends towards her. Meanwhile, the Doctor is asking Cathica more questions. She finally realises that the Doctor is not really management and asks him not to get her involved, but the Doctor points out that she's a journalist. There have been various vague conflicts and threats from all over the Empire that have somehow resulted in a complete lack of alien immigration aboard, and she has not questioned enough to notice. The Doctor says the Empire is stunted in both its attitudes and its technology. They should be more advanced and enlightened by now — something is holding it back, and has been for the last ninety-one years since Satellite 5 began broadcasting. At the same time, Adam is on the Observation Deck accessing a station terminal and learning information about the future's technology. He calls back to the past on the superphone, wanting to leave a message on the answering machine about what he has learned, but after a point, the computer denies him access, directing him to the medical labs on Floor 16. There, a nurse informs him that he needs a chip to access the system. He can have a small, invisible Type I chip inserted that will give him basic access or the Type II port like Cathica's, which will link him fully to the archives. After some hesitation, Adam opts for the second option, using the credit stick the Doctor gave him earlier, which he learns has unlimited credit. While the Doctor accesses the station mainframe, the Editor orders a further check on Rose and the Doctor, discovering that according to Satellite 5's records, neither of them exist. The Doctor and Rose try to convince Cathica that there is something suspicious going on in the station, but Cathica still wants nothing to do with this. The Doctor hacks into the computer, and discovers that something is venting a lot of hot air from the upper levels. The Editor secretly allows the Doctor to get the password key for Floor 500 from the systems and Rose and the Doctor travel up to 500. There, they find the Editor waiting for them and Suki's dead body slaved to the computer systems. The Editor's men grab hold of the Doctor and Rose, and the Editor explains that the Empire is not really human — it is just where humans are allowed to live. For the past ninety years, humankind has been controlled and guided by his superior, the monstrous creature known as the Mighty Jagrafess of the Holy Hadrojassic Maxarodenfoe (or, as he calls it, "Max") and funded by a consortium of banks. By manipulating the news and creating a climate of fear, they have controlled the economy and kept the borders closed; the human race does not even know that it has been enslaved. Those who suspect the truth are detected because of the chips in their heads, and the Editor gets rid of them. Meanwhile, Cathica has changed her mind, and uses the passkey to go to Floor 500, where, unseen, she watches the Editor question the Doctor and Rose. The Doctor notices Cathica watching, and audibly observes that the Jagrafess's metabolism generates a lot of heat, which is why it needs to be vented from the upper floors. The station is its life support system. Down below, Adam, recovered from the surgery, enters the newsroom and activates his Type II port with the default command: snapping his fingers. He uses Rose's superphone to call his parents' house again, leaving another message which he says will sound like white noise but he will translate later. He calls for the information spike, and begins recording it. Suddenly, the Editor gains the knowledge of who the Doctor is: the last of the Time Lords, and Rose is his companion. The Doctor tries to deny it, but the Editor shows him Adam accessing the satellite's archives — when he did so, the Editor gained access to everything Adam knew. The Editor intends to gain the knowledge in the Doctor's head as well as his TARDIS, perhaps even rewriting history to prevent humankind from ever developing. Having heard all this, Cathica goes to the newsroom on Floor 500, linking up, overriding the safety protocols and severing Adam's connection. She reverses the environmental systems, heating the floor up. The Editor tries to terminate Cathica's link but she fights back. The entire station shudders, and people start to run around in a panic. Rose gets free of her bonds, using the sonic screwdriver to release the Doctor. As the Jagrafess starts to overheat, the Editor tries to leave, but Suki's corpse somehow grabs hold of his foot, stopping him. The Editor screams as the Jagrafess expands above him and explodes. The Doctor and Rose find Cathica in the newsroom. He snaps his fingers and closes her connection port, smiling proudly at her — she used what she knew and what the Doctor told her to defeat the Jagrafess. The Empire's development can now get back on track. The Doctor is, however, furious at Adam's actions, and returns him to his own time in the TARDIS, at his parents' house. The Doctor uses his sonic screwdriver on the answering machine inside the building, setting it to overload the device until it explodes, destroying the phone and preventing any evidence of the future from being leaked to the past. The connection port in Adam's head, however, is something he will have to live with for the rest of his life — and something he will have to be careful not to reveal lest he be dissected. It will have to be a quiet and ordinary life, as all it takes is a simple snap of the fingers. The Doctor and Rose leave in the TARDIS as Adam's mother comes home. Adam's mother greets him happily as it has been six months since she saw him last. She muses on how time can pass just like that, snapping her fingers — and her expression changes to horror as the port in Adam's head opens. "Peter Alan Tyler, my dad. The most wonderful man in the world. Born 15th September 1954." When Rose was growing up, her mother would tell her about Pete Tyler, her father who was killed by a hit-and-run driver when she was only a baby. The driver was never found, and Pete died on the street alone before the ambulance could arrive. In the TARDIS, Rose hesitantly asks the Doctor if they can go to see her father, Pete, before he died. The Doctor says that he can do this, but he is concerned Rose may not be able to handle it emotionally. He tells her to be careful what she wishes for. He takes her to Jackie and Pete's wedding, where they witness Pete get Jackie's middle names wrong during the vows much to her irritation. Back in the TARDIS, Rose then asks the Doctor for her to be there for him on the day he died, as she doesn't want him to have to die alone. The TARDIS materialises in 1987 on the street where Pete died. They stand on the pavement, Rose describing what happened as they watch it. Pete was late getting the wedding gift for Stuart Hoskins and Sarah Clark, and when he stepped out of his car to cross the road, an oncoming car rounded the corner and ran into him, killing him almost instantly. When this happens, the Doctor tells Rose to go to Pete, but she is unable to approach her father's fallen body. By the time she recovers, the ambulance has arrived and he is already dead. She asks the Doctor if she can try again, and while he looks doubtful, he agrees. Travelling back to the same moment, they wait around the corner from their earlier selves. The Doctor warns Rose to wait until her earlier self has left before going to see her father, lest it create a paradox. However, as Pete steps out of his car and the other car comes hurtling around the corner, Rose pulls away from the Doctor, passing their startled earlier selves and knocking Pete out of the way. The earlier Doctor and Rose vanish, and while Rose is overjoyed at having actually succeeded in saving her father, the Doctor looks on aghast. Rose introduces herself to Pete, who remarks on the coincidence of her name being the same as his daughter's. When Rose says she is attending the Hoskins-Clark wedding, Pete offers her and the Doctor a lift. Above the city, unseen creatures scan the area hungrily with alien eyes. At Pete's flat, Rose looks around and remarks on all the various bits and pieces of entrepreneurship that her father is involved in, including health drinks and solar power panels, which he will now have the opportunity to exploit. The Doctor is angry with Rose, implying that she had planned this from the moment she heard that the TARDIS was a time machine. Rose says there was no plan, that she just saw a chance to stop it and did so, and questions why it is all right for the Doctor to save people but not for her to save her father. The Doctor calls her a stupid ape, another person who was more concerned with seeing what the universe could do for them. He explains that he knows what he is doing while she does not; the presence of two sets of them made that location a vulnerable point. They argue, more and more heatedly, until the Doctor demands the TARDIS key back and leaves, telling her she's getting left behind. Rose hands over the key but tells the Doctor she knows he'll never leave without her. Pete looks out of the kitchen at this point, thinking it a lover's quarrel. Pete and she go to the wedding. At the wedding, the church is only a quarter full as Stuart Hoskin's dad tries to persuade him not to go through with it. Outside the bride arrives with Jackie and baby Rose, but is asked to drive around the block due to all the people who haven't turned up. Across the city, the unseen alien creatures are seen from their vision to be stalking and attacking several people. As the Doctor walks back to the TARDIS, he senses that something is wrong. When he gets back to the TARDIS and unlocks it with his key, he finds it an empty box. In the meantime, Rose and Pete are driving to the church. Rose is puzzled when "Don't Mug Yourself", a piece of hip-hop music from the 21st century, plays anachronistically over the car radio, and her mobile phone voice mail is filled with copies of the message, "Watson, come here, I need you," the very first thing said over a telephone by Alexander Graham Bell. They are almost at the church when a car nearly collides with them and abruptly vanishes, a car Pete recognises as the same car that almost ran him down earlier. As their car runs off the road, Rose reflexively calls Pete "Dad", but brushes it off when Pete asks her what she meant by that. At the church they meet Jackie, carrying the younger Rose. Jackie eyes the adult Rose suspiciously. Jackie and Pete get into a shouting match, and Rose realises that their marriage was far from perfect; it emerges that he's cheated on her in the past, and she is despairing of his constantly failing get-rich-quick schemes. It seems the two are well on the way to divorce. It is at this moment that a young Mickey — who has witnessed all the children in a local play park disappear — runs around the corner, yelling about monsters. The Doctor runs towards Rose from the opposite end of the street, shouting for her to get in the church. Rose looks up and screams as she sees the creatures materialise in the sky above as winged reptilian monsters with multiple arms. The creatures swoop down, devouring the vicar and the groom's father before the Doctor ushers the rest into the church; the walls of the church are old and will stop the creatures for a while. When Jackie demands to know what is going on, he explains that there has been a wound in time and the creatures are like bacteria taking advantage of it, to sterilise the wound by consuming everything in sight. With great satisfaction, the Doctor orders Jackie to do as he says and make sure all the doors and windows are secure. Rose asks if this is her fault, and the Doctor does not answer. Pete overhears this. Outside, the creatures continue to devour every human they come across, and Pete notes that the lack of other activity outside indicates that the creatures are probably everywhere. The Doctor looks out the back window of the church, and sees the car supposed to run Pete down appearing and disappearing as it circles the church, the driver repeating the actions he never got to complete. Pete notices the car. The Doctor tells him quickly not to worry about it. Pete talks to Rose, and wonders aloud why he instinctively seems to trust her. He remembers she called him "Dad" and deduces she is really his daughter, all grown up. They tearfully embrace as the creatures continue to batter against the church doors, trying to get in. The Doctor is ensuring that the church doors and windows are sealed when he is cornered by Stuart Hoskins and Sarah Clarke. They recognise that he is the only person in the church who knows what is going on and nervously enquire whether he can save them. Sarah, who is obviously pregnant, insists that they are nothing important, but the Doctor begs to differ once he hears the story of how they met. He has never had the lives these two people have; they are two ordinary people with a potentially happy future, and that makes them special. He promises he will do everything he can to save them. Pete is delighted at how Rose has turned out. They talk in the vestry about the future and time travel, but Rose is strangely vague about what he is like in the future. Jackie comes in with the young Mickey, and is jealous again. Pete tries to explain who Rose is, but Rose tells him not to let Jackie know. In the basilica, the Doctor is looking after the infant Rose. The adult Rose shows up. The Doctor apologises for snapping. He was not really going to abandon her, but confesses that he has no idea what to do and that nothing will stop the creatures forever. When the Time Lords were still around, paradoxes like this could be repaired, but now there is nothing to stop the creatures, who are continuing to sterilise the entire Earth of human life until pockets of survivors in old refuges like this become all that's left of the human race. Rose is tearful and insists that she never meant any harm. The Doctor's asks her to say sorry and warmly hugs her when he sees the apology is genuine, completely forgiving her. The TARDIS key glows hot in the Doctor's pocket, and the Doctor realises it's still connected to the TARDIS, sparking hope. Although the TARDIS' interior dimensions were thrown out of the wound in time, the ship is still linked to the key and he can summon it back. The Doctor uses a mobile telephone battery in conjunction with the sonic screwdriver to charge up the key. The shadowy shape of the TARDIS begins to materialise slowly around it. He tells everyone not to touch or disturb the process — once the TARDIS has fully materialised, he can try to repair the damage. Pete has another talk with Rose, asking her whether he was a good father. She tells him that he was always there for them, told her bedtime stories every night and took them on picnics in the country on weekends. Pete realises she's lying; he knows he's the kind of man who will constantly let her down instead of the man who is there for her all the time. The Doctor tells Rose that when time is sorted out again, everyone will forget what has happened, but what Rose changed will remain changed. Pete has realised that he is supposed to be dead and his survival is jeopardising everything. Rose tells Pete that the fault is hers, but Pete replies that he is her father — it is his job for it to be his fault. Jackie overhears Pete, who tells her who Rose is, but Jackie does not believe him. Pete takes the infant Rose from Jackie to get her to compare the features. Before the Doctor can stop him the infant Rose is thrust into the adult Rose's arms, causing a paradox and one of the creatures to materialise within the church. It devours the Doctor, then chases the remaining people around the church until it collides with the still-materialising TARDIS. This causes the creature to disappear, however the TARDIS is also lost forever. When they meet, they blink out of existence. Rose runs to the key, which is now dead, and is left stunned and distraught at the Doctor's death as Pete tries to comfort her. All hope is now lost, and everyone is left waiting in the church for the end to come as the church grows weaker against the creatures. Pete watches the car repeating its movement around the church through the window. He tells Rose that the Doctor had figured out that Pete's death could stop what is happening and tried everything to avoid putting her through it again, but now there's no more options to set things right, he has to die like he was supposed to. Rose begs him not to sacrifice himself, but he tells Rose that he's happy he had these extra hours with her, and now he's going to do what a father is supposed to do to. He shows Rose to Jackie properly and Jackie finally recognises Rose as the grown up version of her daughter. Pete tells Jackie that she has to live to raise Rose, and the three embrace. Pete grabs the wedding gift and runs out of the church, watching for the car as it materialises in its never-ending loop, and steps in front of it just as a creature starts towards him. As Pete crumples to the street, the creatures screech and vanish. The Doctor, restored to life with everyone else the creatures devoured, tells Rose to go to Pete, and she does so. By the church, the congregation, including Stuart's restored father, rushes out to see the aftermath of the accident. Rose cradles Pete's head and holds his hand as the driver of the car watches on, and Pete smiles up at her as he expires. The Doctor and Rose walk, hand in hand, back to the TARDIS. In the end Rose, did manage to change history a little. Jackie tells the young Rose that the driver, a young man, stopped and waited for the police. It was not his fault — for some reason Pete just ran out in front of the car. There was also a young girl there who stayed with Pete when he died, and then left. Nobody ever learned who she was. "Peter Alan Tyler, my dad. The most wonderful man in the world. Died the 7th of November, 1987." The Doctor's TARDIS chases a metal cylinder displaying mauve alert, which prompts Rose to ask why they are chasing it. The Ninth Doctor explains that mauve is the universally recognised colour for danger, and that "red's camp" — only humans considered red a colour for danger. "Oh all those red alerts. All that dancing, and misunderstanding" the Doctor says, reflecting back to when he didn't know this. The Doctor hacks into the flight program of the cylinder and keeps the TARDIS locked on it. However, the cylinder begins jumping time tracks. Coming out of the vortex, they find the cylinder is thirty seconds from the centre of London. The TARDIS materialises in a narrow alley between some brick buildings at night. The Doctor and Rose step out in search of the object; the Doctor notes they have arrived a couple of weeks to a month after the cylinder's impact — it was jumping time tracks, which made it hard to keep up. He hears music coming from behind a locked door and uses the sonic screwdriver to open it. He steps inside, but Rose hears a child calling for his mother. She looks up and sees a young boy wearing a gas mask on the roof. The door the Doctor enters leads to a makeshift cabaret. After the singer ends her set, the Doctor steps up to the microphone and asks if any object had fallen from the sky in the last few days. Everyone laughs, and the Doctor finally spots posters showing that it's 1941 — the middle of the Blitz — and closes his eyes in embarrassment. In the meantime, Rose has reached the roof of the building where the young boy is standing on a cargo container. A rope dangles in front of her. She uses it to climb up, not realising that it is attached to a barrage balloon above. It rises, taking Rose clean off the roof and hanging on for dear life. Rose sees bits of the city of London in flames, spotlights sweeping through the sky, the sound of anti-aircraft fire and bombers flying right at her. The Doctor returns to the TARDIS and sees no sign of Rose. Petting a stray cat, the Doctor rather sarcastically remarks that one day, he'll get a companion that actually does what he says. He pulls up short when the exterior telephone of the TARDIS rings; it's not a real phone. He prepares to examine it with the sonic screwdriver when a young woman appears and tells him not to answer it. The Doctor asks her how the telephone can be ringing, but when he turns back she has disappeared. He picks up the earpiece, but all that comes through is a child's voice asking, "Mummy? Are you my mummy?" several times before it falls dead again. Hearing clattering down the alley, the Doctor looks over a wall into a residential garden and sees a woman ushering family into an air-raid shelter. He also spots the young woman he saw moments before entering the house. Once inside, she begins to raid the cupboards for tinned food. Rose is still hanging by a rope over a blazing London. From a balcony below, a man dressed in RAF uniform peers through binoculars up at her. A British Army officer addresses him as "Jack" and asks if he is going to the shelter, but Jack is distracted by the sight of Rose's bottom in his sights. Jack mutters, "Excellent bottom", and grins at the officer, before saying (with an American accent), that he has to meet a girl, "but you've got an excellent bottom too." Rose loses her grip on the rope and falls, screaming, until she finds her descent halted by a blue beam. Jack's voice tells her to deactivate her mobile phone and to keep her limbs inside the light field as she slides rapidly down the beam into Jack's ship and his arms. Rose stares at the handsome Jack and gets out a couple of "hellos" before she faints. Back at the house, the young woman has been joined by other children. They start to eat the dinner left on the table. The Doctor appears suddenly and deduces that all of them are homeless, but notes that, as it is 1941, they should have been evacuated to the country long ago. The children say that they were, but they returned to London for various reasons. Nancy, the young woman who told him not to answer the phone earlier, finds them food this way, waiting for families to hide in shelters before stealing their food. The Doctor thinks it a great idea, but isn't sure if it's "Marxism in action or a West End musical". The Doctor asks the children if they have seen the cylinder, drawing them a picture, but before any can answer, there is knocking on the window, accompanied by a child's voice asking for its mother. Outside is a child in a gas mask. He wanders over to the front door, repeating his query. Nancy hurriedly bolts the door before he can get in. Nancy tells the Doctor that he is "not exactly" a child, and then orders the other children to leave by the back way. The child sticks his arm through the mail slot; he has a strange scar on his hand. Nancy tells the Doctor not to let the child touch him or he will become just like him — empty. The telephone on the mantelpiece rings. When the Doctor picks it up to hear the same plaintive request for its mother, Nancy grabs the receiver and hangs up. The child has the ability to make telephone calls. The Doctor asks the child through the door why the other children are frightened of him, but he keeps asking to be let in, saying he is scared of the bombs. The Doctor agrees to open the door, but when he does, the street is empty. Rose wakes up in Jack's ship, which she says is very "Spock", a reference he does not understand. He introduces himself as Captain Jack Harkness, an American volunteer with No. 133 Squadron RAF. He hands her an identification card which Rose identifies as psychic paper — it shows her whatever he wants her to see, which is apparently that he is single and works out. To Rose's embarrassment, Jack reads the paper as showing that Rose has a boyfriend but considers herself "very" available. Jack uses his ship's nanogenes to treat Rose's hands for rope burns. He also tells her to stop acting, he can spot a "Time Agent" a mile away and had been expecting one to turn up. Jack invites her for a drink on the "balcony"; opening the hatch, they step out onto the invisible hull of the ship, floating next to Big Ben. Nancy makes her way across an abandoned rail yard to a locomotive, where she unloads the tins she took from the house. The Doctor surprises her again, having followed her. He has made the connection between the fallen cylinder and the empty child. Nancy tells him about a bomb falling near the Limehouse Green station "that was not a bomb". It is now guarded by soldiers and barbed wire. Nancy says if he wants to find out what is going on, he needs to talk to "the doctor". On top of his ship, Jack and Rose continue to flirt. He tells her that he has something the Time Agency might want to buy and asks her if she is empowered to negotiate. Rose plays along, saying that she should talk to her "companion" first. He tells her that what fell on London was a fully equipped Chula warship — the last of its kind — and offers to get it for her if the Agency names the right price. However, the deadline for a decision is in two hours — because that is when a German bomb will fall and destroy it. He proceeds to look for her "companion" by scanning for alien technology. Rose gives an approving smile — the Doctor had earlier refused to do just that. The Doctor uses his own binoculars to monitor the crash site from afar with Nancy. She encourages him to go speak to the doctor at nearby Albion Hospital. The Doctor remarks that Nancy is looking after the children to make up for something and she admits that it is because her brother Jamie died during an air raid. In the wards, the Doctor finds the beds apparently filled with corpses wearing gas masks. An elderly man in a doctor's coat appears. He tells the Doctor that there are hundreds of them. Dr Constantine invites the Doctor to examine the masked people, warning him not to touch their flesh. The Doctor finds that, impossibly, all of them have identical injuries to the skull and chest cavity. The gas masks are also seemingly fused to their flesh, although there are no burns or scarring. They also have lightning-shaped scars on the backs of their hands. Constantine has the same scar, but the Doctor does not notice. Constantine explains that when the "bomb" dropped, it claimed one victim. Those in contact with it soon suffered the exact same injuries, the symptoms spreading like a plague. The Doctor asks what killed them. Constantine responds by telling him that they are not dead. When he raps his cane against an empty pail the "corpses" come to life. The Doctor takes a startled step back, but Constantine tells him they are harmless: they just sit there. They have no life signs, but they do not die. All Constantine can do is make them comfortable. Constantine states that before the war, he was a father and a grandfather; now he is neither, but still a doctor. The Doctor, having been through a similar experience, tells Constantine that he know what it's like. He suspects the Army has a plan to blow up the hospital and blame it on a German bomb, as isolated cases are now breaking out all over London. He directs the Doctor to Room 802, where the first victim, Nancy's brother, was housed. Constantine says that Nancy knows more than she is saying but before he can say anything else, he grabs his neck and starts to choke out the words, "Are you my mummy?" Before the Doctor's eyes, Constantine's features shift and change into a gas mask, as he slumps in his chair. Rose and Jack enter the hospital. Jack introduces himself to the Doctor, calling him "Mr. Spock", to the Doctor's puzzlement. Rose privately tells the Doctor that she had to tell Jack they were Time Agents and give him a false name. She tells the Doctor about the Chula warship. The Doctor demands to know from Jack what kind of warship it is, but Jack insists that it has nothing to do with the plague. Jack confesses that the cylinder was just an ambulance — an empty shell which he was trying to pass off as valuable. Jack realises now that Rose and the Doctor are not really Time Agents. The Doctor explains that human DNA is being rewritten by an idiot — but for what purpose? Back at the house, Nancy has returned to raid the kitchens, but the child gets inside. She does her best to hide, but the child eventually finds her in the dining room and asks her, "Are you my mummy?" Nancy backs away, calling the child "Jamie" and pleading, "But you're dead!" In the hospital the gas-mask virus carriers suddenly get up and start advancing on the trio of time travellers, all calling for "Mummy". The gas-masked virus carriers each call out "Mummy?" while they back the Ninth Doctor, Rose and Jack into a corner; meanwhile, in a house in another part of London, the child himself is cornering Nancy. At the last moment, the Doctor forcefully steps forward and commands the zombies in a stern, parental voice to go to their room. The zombies pause, uncertain, and simultaneously, so does the child. The Doctor repeats his order, saying that he is very cross with them. Slowly, the zombies turn and return to their beds. At the same time, the child turns away from a confused Nancy, leaving the house and wandering off. As Jack and Rose laugh with relief, the Doctor retorts "Glad that worked. Those would have been terrible last words." Jack explains how his con was supposed to work: he would find some space junk, throw it through time, and convince a Time Agent that it was worth something. He would then get 50% of the payment up front before a German bomb (which Jack would know about in advance) would land on it and erase all evidence of the swindle before the buyer could claim it. He says the London Blitz is particularly good for this, as bombs fall all the time, and recommends Pompeii as another suitable location that can double as a "vacation". The Doctor does not approve, and points to the dormant zombies around the room as the consequences of what Jack did. Jack protests that the crashed ship was an empty, burnt-out medical transport and so could not have anything to do with this. As the Doctor heads for the door and upstairs, they hear the all-clear siren sounding. Nancy hears the all-clear as well. Before she can leave the house, she is caught by the family that lives there, who grab and force her back inside until the authorities can deal with her. However, when alone with Mr Lloyd, Nancy adroitly points out that there was much more food on the table than should have been in a time of rationing. She says that half the street believes that Mrs Lloyd is "messing about" with the butcher, but she knows that it is actually Mr Lloyd who is doing so, leaving the implied threat of blackmail hanging. She demands wire cutters, a torch, food, and a trip to the bathroom before she leaves. Back at the hospital, the three time travellers reach Room 802, where the child, the first victim of the "bomb", was taken. The Doctor gets Jack to use his sonic blaster, identifying the weapon as coming from the 51st century. The blaster digitizes the lock, leaving a clean square hole where it used to be, and they enter. Smirking, the Doctor tells Jack that he went to the factory where the blasters were made once; Jack notes that it blew up. The Doctor retorts "Like I said, once." The room is in disarray, the glass separating the observation booth from the rest of the room smashed. The Doctor prompts Jack, who notes that whatever did this was powerful and angry. On the floor are toys, and on the walls are child's drawings in crayon. The Doctor turns on the tape recorder in the booth, and the voice of Dr Constantine issues from the speakers. Constantine had been questioning the child, but all the child kept asking was if he was his "mummy". Rose is perplexed by this, as it seems the child doesn't even know who his mother is. As the tape continues to play, the Doctor walks around the room, thinking out loud. The homeless children he encountered earlier were living around the bombsite. He supposes one of them wandered near the crashed ship and was somehow altered. The child is incredibly powerful, and he will soon realise that. The tape has stopped playing, but the cries of "mummy" continue to play. Rose is confused by this, but the Doctor suddenly realises his big mistake; he had sent the child to his room, and this is his room. The trio turn around and see the child standing there, asking his eternal question. Jack tries to point his blaster at the child, but finds the Doctor has swapped it with a banana. The Doctor uses Jack's blaster to digitise a wall of the room, telling Jack not to drop the banana as it's a good source of potassium. They run into the corridor, and Jack reverses the settings and reintegrates the wall, sealing the child in. However, their respite is short-lived as the child begins to batter his way through the wall and the zombies start approaching them from both sides. The child is not just controlling them — he is every living thing it has infected. Surrounded, Jack explains the functions of his weapon. He asks if the Doctor has anything. The Doctor is about to say what he has, but stops short; he explains that it's sonic. Jack demands to know what, to which the Doctor says "screwdriver!" Rose pulls Jack's blaster down to disintegrate the floor just as the zombies close in and they fall down to the ward below. The zombies in that ward wake up as well, and the trio run for a door, sealing it shut behind them with the Doctor's sonic screwdriver. However, it is a storeroom, and a dead end. As the Doctor looks for a way out, Jack vanishes. Nancy reaches her makeshift living space at the abandoned rail yard, and finds the other children there. She chides them, saying that they should have looked for somewhere else to stay, but they say they are safe with her. Nancy disclaims this, saying that it is not that the child keeps coming after them; the child keeps coming after her. As if to prove her point, a typewriter in the hovel starts typing on its own, tapping out the child's question repeatedly. Nancy leaves, heading for the bombsite. In the storeroom, Jack's voice comes over a disconnected radio. He had used his ship's emergency teleporter, but could not take the others along because it was keyed to his molecular structure. He is trying to override the navigational computer's security, but it will take some time. Jack is able to communicate over the disconnected radio because of his ship's Om-Com technology — an ability the child also has. The child's voice comes over the radio, tauntingly saying that he is going to find them, and Jack jams the signal by playing Glenn Miller's "Moonlight Serenade", the same music he and Rose danced to on top of his spaceship. As the Doctor works on breaking through the concrete by setting up a resonance pattern with the sonic screwdriver, he asks Rose why she seems to trust Jack. Rose says Jack reminds her of the Doctor, except with "dating and dancing." The Doctor is mildly offended that Rose assumes he cannot dance, and Rose, amused, asks him to prove it. As they start to dance, however, they are teleported up to Jack's ship. There, the nanogenes heal the Doctor's hand that he had burnt on the TARDIS console when it sparked during the pursuit of the cylinder. The Doctor identifies Jack's "borrowed" ship as being of Chula design like the crashed ship. Jack works on getting the nav-com back online, and in answer to Rose's questions, he explains that his confidence trickster activities are not wholly mercenary. He left the Time Agents when he discovered that they had stolen two years of his memory. Jack observes that the Doctor does not trust him, and he may be right not to. Meanwhile, Nancy has reached the crash site, and uses the wire cutters to get past the barbed wire. However, as she reaches the tarpaulin-covered ship, she is discovered by the soldiers guarding the site and placed under arrest. She is brought to a hut where Jenkins, a sick soldier bearing the lightning scar mark of the child's plague, is resting. Despite her pleading with the commanding officer Algy not to leave her there, he handcuffs her to the table. Once left alone, Nancy can do nothing but watch helplessly as Jenkins painfully transforms into another zombie in a gas mask. The Doctor, Jack and Rose reach the crash site as well. Rose offers to distract the guards' commander, but Jack points out that he knows Algy - and Rose is not his type. Jack goes ahead instead, leaving Rose slightly shocked. The Doctor points out that in the 51st century, people are a lot more flexible in who they "dance" with — "so many species, so little time". However, when Jack tries to talk to Algy, the British officer asks if Jack is his mummy before transforming into a zombie and collapsing. The Doctor hears singing from a nearby hut and finds Nancy, who is keeping the zombie Jenkins asleep with a lullaby. The Doctor frees her from her bonds and they all head to the Chula transport. As Jack tries to open the coded lock on the transport, he sets off an alarm which awakens the zombies in Albion Hospital, who then start to move toward the site. The Doctor orders Jack to secure the gates and tells Rose and Nancy to reconnect the barbed wire with the sonic screwdriver. Nancy asks Rose who they are, and Rose tells her that they are from the future. When Nancy is sceptical that there will even be a future, given all the carnage of war around them, Rose tells her that she is from London in the future. Nancy is a little hesitant to believe that since Rose isn't German. Rose confidentially tells her that the British will win the war. Jack manages to open the transport, revealing that it is empty. However, the Doctor asks Rose what they should expect in a Chula medical transport, and Rose hits on the right answer: nanogenes. The ship was full of them, and when it crashed, billions and billions of nanogenes escaped, programmed to heal everything they came across. However, the first thing the nanogenes found was a dead child wearing a gas mask; never having seen a "normal" living human before, they used that as their only pattern. They then started to transform everything they encountered to fit that baseline. The nanogenes have given unimaginable power to a little boy searching for his mother. He tells them there isn't a child alive that wouldn't tear the world apart to find their mother and this is one who is both willing and able to do it. Cries of "mummy" fill the air as the zombie army, led by the child, approach the site. When Jack triggered the alarm, the ship thought it was under attack and so summoned the zombies as troops to protect it. The transport was a battlefield medical unit, built to heal Chula warriors and send them back to the front lines; that was why the child was so strong and could transmit his voice using the same technology as Jack's ship. Nancy begins to cry, saying that it is all her fault. The Doctor starts to comfort her, but then realises that the child — Jamie — is not her brother, but her son, whose maternity she kept a secret from everybody, even Jamie himself. Jack notes the bomb is seconds away from dropping, but the nav-com is back on-line and the teleporter is only working for him again. The Doctor tells him to do what he has to, and Jack teleports away, making Rose think he has abandoned them. The Doctor asks Nancy to tell Jamie the answer to the question he has been asking all along. Jamie steps up to Nancy, asking once again whether she is his mummy. Nancy answers yes, she is, and she will always be. They embrace, and the nanogenes swell up around them in a cloud of glowing particles. To the Doctor's delight, the nanogenes scan Nancy and Jamie, matching their DNA. Because she is Jamie's mother, Nancy's genetic code provides them the information they lacked with Jamie. The nanogenes recognise Nancy's living form as the correct pattern and, using this as their new baseline, restore Jamie back to full health. With a laugh of joy, the Doctor unmasks the restored Jamie and lifts him in his arms. Rose suddenly remembers the bomb, but the Doctor says it has been taken care of. As it streaks down towards them, so does Jack's ship, capturing the bomb in its tractor beam. The Doctor has judged Jack's psychology rightly, and the former Time Agent has returned for the rescue. Jack is riding the bomb itself in the beam, and tells the Doctor that the bomb has commenced detonation. Jack is keeping it in stasis, but it will not last. The Doctor asks him to get rid of it as safely as he can. Jack bids Rose good-bye, and teleports with the bomb back to his ship, which flies away. The Doctor waves his fingers, summoning the nanogenes around them and applying a patch to their programming. He hurls the nanogenes towards the zombies, crying out triumphantly, "Everybody lives, Rose! Just this once — everybody lives!" The former zombies rise, all of them restored to their normal selves and with their ailments cured by the nanogenes, even to the extent of Mrs Harcourt regrowing her missing leg. The Doctor leaves Dr Constantine to tend to his patients and take credit for all the cures, bidding them farewell with an exhortation to beat the Germans, save the world, and not forget the Welfare State. He sets the Chula transport to self-destruct once they leave, to fulfil history's requirement of an explosion. As Rose and the Doctor enter the TARDIS, the Doctor is pleased with himself — the reprogrammed nanogenes will fix all the earlier damage they did before they deactivate and Nancy and Jamie will get the help they need from Dr Constantine. Rose then asks about Jack and the unexploded bomb, and his smile fades. In space, Jack discovers that there is no way to eject the bomb or even himself, and his situation seems hopeless. With an air of resignation, he orders "emergency protocol 417", a large martini (with too much vermouth) and begins to drink as the strains of Glenn Miller start to play from the open doors of the TARDIS appearing at the back of his ship. He enters the console room and the Doctor, pointing out that "your ship's about to explode, there's going to be a draft", tells him to shut the doors, welcoming him to his ship. Rose is trying to teach the Time Lord how to dance, but he's having trouble remembering how. "Much bigger on the inside," Jack exclaims in amazement, to which the Doctor tells him, "You'd better be," as he sets the TARDIS off on its next course. Rose then interprets what the Doctor is saying to Jack as, "You may cut in." The Doctor then tells Rose he "remembers". Rose wonders what he has remembered as the Doctor changes the music to "In the Mood", saying, "I can dance". Rose points out that Jack may want this dance. The Doctor agrees, but mischievously asks, "But who with?" As Jack watches, smiling, the Doctor and Rose dance around the console. At the end of the music, the Doctor dips Rose, much to her excitement. In an office in Cardiff, a scientist brings his concerns to the Mayor Margret Blaine over a new nuclear power plant to be built there. It is dangerous, almost as if it had been intentionally built to explode. Blaine asks him if he has told anyone else about his findings. He replies that he did not, and instead went directly to her. She commends him for making the right choice — as she apparently and audibly experiences some gas. As the scientist expresses his relief that Blaine will shut down the project, she reveals herself to be a Slitheen, and kills the scientist. The Ninth Doctor has landed the TARDIS over the Cardiff rift located in the Roald Dahl Plass, using slow radiation leakage to recharge the TARDIS. As the process will take a whole day, he, Rose, and Jack are joined by Mickey Smith and take the opportunity to explore the area. While they enjoy a meal at a restaurant, the Doctor notices to his dismay the front page of the Western Mail, with the headline "New Mayor, New Cardiff" and a picture of Blaine, whom they known as the human form of Blon Fel-Fotch Passameer-Day Slitheen whom they previously had encountered. Since their meeting, Blon has become the Lord Mayor of Cardiff, and initiated the construction of a nuclear power plant. However, several people had found significant flaws in the design that could lead to a nuclear meltdown, and had approached her about these issues, but they have since disappeared, Blon having killed them herself. During a press conference, a young reporter named Cathy Salt approaches Blon about these deaths and the information they had left behind. Blon thinks she should have a word in private; a loud rumble in her belly gives her an excuse to go to the toilet and she takes Cathy with her. Disgusted as she hears Blon on the toilet, Cathy notes they got there just in time. Blon gets out of her skin suit and plans to kill her, but has a change of heart as Cathy talks about her family and unborn child, realising that she herself no longer has one. Realising that they must stop Blon, the Doctor's group converges on City Hall and eventually capture Blon after chasing her through repeated uses of a teleporter. She tells the group that the teleporter is how she escaped the destruction of the rest of her family, and that she hopes that, as planned, the meltdown of the plant would open the Rift and destroy the planet, with her using a hidden tribophysical waveform macro-kinetic extrapolator — a pan-dimensional surfboard — to escape the explosion. The Doctor notices that the name of the plant, Blaidd Drwg, is Welsh for "Bad Wolf", a phrase that he has observed before in his adventures with Rose. The Doctor tells Blon he will take her back to her home planet of Raxacoricofallapatorius, but Blon notes that the Slitheen family are convicted criminals there and she will be executed, which the Doctor insists is not his problem. Jack recognises that the extrapolator can be used to halve the time to refuel the TARDIS, and stays there to install it. Rose and Mickey go out for a drink to discuss their relationship; Mickey, while inviting Rose to a hotel room, claims to be seeing someone else since Rose is not there for him. Rose counters that she knows the woman, that Mickey doesn't even like her and that "that's never gonna happen, so who do you think you're kidding?" She argues that this conversation has nothing to do with Trisha. Mickey says that he can't even go out with a girl from "the shop" because Rose picks up the phone to say she's coming back to present-day Earth and Mickey comes running for her. When Mickey claims he'd wait for Rose for the rest of his life, Rose apologises. At the request of Blon, the Doctor joins her for one last meal at her favourite restaurant, equipped with bracelets that will electrocute Blon if she gets more than ten feet away from the Doctor. Blon attempts to kill the Doctor through various means, but the Doctor is able to casually block the attempts. Blon then attempts to gain the Doctor's sympathy, bringing up her childhood and her last-minute change of heart over killing Cathy. Though the Doctor dismisses her act of kindness as a way of living with herself, he does sympathise. Before he can agree to take her elsewhere, however, a large earthquake shakes the area. The group reassembles in the TARDIS, where a bright column of light is shooting up overhead. Jack tells the Doctor that it is the power from the Rift, drawn by the extrapolator. Blon reveals that this was her plan all along — the extrapolator would have been found by someone of sufficiently advanced technology to recognise the Slitheen, and would have activated it, causing it to lock onto the nearest alien power source (the TARDIS in this case), to tear open the Rift and eventually the Earth, while she would have still ridden the device to escape the destruction. Blon takes Rose hostage, choking her, and demands the extrapolator, or Rose will die. The Doctor warns her that this isn't just any ship her device has latched upon - this is the TARDIS. Before she can use the extrapolator, the heart of the TARDIS opens and shines in her face; Blon dreamily looks into the light with a smile, and then beams at the Doctor, emphatically telling him, "Thank you." The light overtakes her, and shortly her skin suit falls empty to the console floor. The Doctor manages to close the TARDIS console and reseal the Rift once more. When they investigate the suit, they find a Slitheen egg; the Doctor surmises as the TARDIS is telepathic, it may have sensed that Blon wanted a second chance and gave that to her. As the Doctor, Rose, and Jack prepare to travel to Raxacoricofallapatorius to deliver the egg, Rose realises that Mickey has left; the Doctor offers to wait for him, but Rose lets him go, allowing him to also have a second chance. The Ninth Doctor wakes up, curled into a foetal position on the floor of a cupboard. He stumbles out in a daze, and is informed by a young woman, Lynda Moss, that his disorientation is due to the effects of the transmat. Lynda states that he has been chosen as the newest housemate. The Doctor looks around, noticing the cameras, and then a computerised voice requests that he report to the Diary Room. To his disbelief, he is in the Big Brother House, live on Channel 44000. The voice reminds him not to swear. Astounded and annoyed, the Doctor replies, "You have got to be kidding." Rose awakens on the floor of a darkened studio, also disorientated by the transmat that brought her there. A man, Rodrick, tells her to remember to do exactly what the android says. Rose asks what android, but a floor manager calls for people to take their positions behind very familiar looking podiums, one of which has her name on it. As the round-headed android is activated, Rose realises that it is the "Anne Droid"; she is playing The Weakest Link. Jack wakes up and finds himself faced with two gynoids, Trine-E and Zu-Zana, who offer to give him a brand new image, à la What Not to Wear. The two gynoids criticise Jack's clothing and comment that his style is very 20th century. A "defabricator" strips him naked in preparation for a fashion makeover; Jack seems to rather enjoy the idea of being nude in front of millions of viewers and comments that the viewing figures just went up a result. Meanwhile, the Doctor tries, unsuccessfully, to find a way out of the House using the sonic screwdriver. Lynda asks, nervously, if people on the outside watching like her and the Doctor lies, reassuring her that people think she is sweet, which seems to please her. The amnesia caused by the transmat starts to clear, and the Doctor remembers. The TARDIS had left Raxacoricofallapatorius and then visited Kyoto, Japan in 1336. They had just escaped from that, and were laughing in the TARDIS control room when a bright light, the transmat beam, came through the walls and enveloped them. The Doctor tells Lynda that no ordinary transmat beam could have penetrated the TARDIS, which means this is not just a game; there is something else going on. He tells the camera that he is going to get out, find his friends, then find whoever is responsible. Two programmers, a man and a woman, who are watching the games from a control room elsewhere, are puzzled at the appearance of the three new contestants, as if the games are running themselves. When eviction time comes around in Big Brother, housemate Crosbie is voted out, and she exits the House into a white corridor. At first, the Doctor is puzzled at everyone's emotional reaction, but is horrified when he sees Crosbie disintegrated. The Doctor asks the others if getting on television is worth the risk of dying, but Lynda and Strood tell him they have no choice. The contestants in this era are chosen at random from the Earth's population and transmatted up to any of 60 Big Brother Houses playing simultaneously: winning simply means they get to live. The Doctor realises that Rose was also caught in the transmat and is probably a contestant. To get out, he uses his sonic screwdriver to deliberately destroy the House camera in order to be selected for eviction. In the makeover room, a naked Jack is quite enjoying his experience of having a makeover, but is now faced with the two androids who decide that, quite apart from the fashion makeover, that he should have a face-off — literally. With various cutting instruments, including a chainsaw, the two androids are about to perform some gruesome surgery. They suggest that Jack would look good with a dog's head. But to the astonishment of Trine-E and Zu-Zana, Jack pulls out a compact laser deluxe pistol from an intimate hiding place behind him and promptly blows their heads off. Soon the first round of The Weakest Link has been and gone and Rose, not being a native of the 2001st century, knows almost none of the answers to the questions pertaining to this time. She is more amused than upset at the situation, until she discovers that being declared the weakest link at the end of each round does not just result in expulsion, but disintegration by the Anne Droid. The contestants continue to be whittled down (one contestant quits and attempts to flee but is disintegrated), with Rodrick voting out everyone except Rose so that when it comes to the final round, he will win by answering questions that Rose cannot answer. He will then collect his prize, in the form of credits, courtesy of the Badwolf Corporation who run the Game Station. At the mention of the name, Rose recalls how the phrase "Bad Wolf" has been following them — from Gwyneth seeing it in her mind in 1869 Cardiff; the call sign of Henry van Statten's helicopter; the Blaidd Drwg nuclear power plant; as graffiti on the side of the TARDIS in 2006; and a news channel on Satellite 5 in the 2001st century. She realises that if the Bad Wolf is in charge, then her presence has been planned. In the House, the Doctor cheerfully walks into the white corridor and waits as the countdown towards eviction ticks towards zero. However, nothing happens — the Doctor has guessed, correctly, that whoever brought him wants him alive. He uses the sonic screwdriver to open the exit to the House, and offers to take the surviving housemates with him. Strood refuses, but Lynda, after some hesitation, follows. The House is just one room of several opening onto a larger chamber, which the Doctor recognises as that of Satellite 5, but a century later than when he was last there. The Doctor begins scanning the other doors, looking for an exit and asking where his friends could be. Lynda says they could have been transported into any of a hundred different games, all deadly. When the Doctor tells Lynda that he is a traveller, she asks if she could go with him. He smiles and agrees it would not be a bad idea, but right now, they have to concentrate on getting out and finding out who controls the satellite. When Lynda turns the lights on to reveal the logo of the Badwolf Corporation, the sight of it gives the Doctor pause. In the control room, the two programmers decide to look at the transmat logs to see how the travellers got on board. However, the female programmer is refused entry to Archive Six, where the logs are kept. The Controller, a pale woman hooked up by dozens of cables to the station, tells her it is out of bounds. The Controller is constantly monitoring the transmissions that flow through her and muttering almost agitatedly to herself. The male programmer tells her about the new contestants wandering around outside the games and asks for security measures, but she denies them, insisting that the travellers are "no one" and telling them to return to work and alerting them to an impending solar flare. Jack has converted the defabricator beam into a ray gun, and he goes in search of the Doctor, finding him by scanning for the Time Lord's bicardial circulatory system. On an observation deck, Lynda fills the Doctor in on what has happened to Earth since his last visit. To the Doctor's horror, instead of human development having got back on track, things have in fact become worse. When the Doctor shut down Satellite 5, all information broadcasts ceased, the whole planet froze, and society collapsed. Humans are still a race of mindless sheep, endlessly watching the programming that the Game Station transmits. Jack finds them as the Doctor frantically tries to access the computer system to find Rose. The Doctor explains that the station is transmitting more than just games, and that whatever the Bad Wolf is, it is manipulating him, creating a trap that Rose is still inside. On Floor 407, the final round in The Weakest Link does not go well for Rose. She loses the round to Rodrick just as the Doctor, Jack and Lynda burst into the studio. When Rose runs towards the Doctor to warn him about the Anne Droid, it shoots Rose, turning her into a pile of dust. Numb with shock, the Doctor does not put up resistance when the guards arrive and take all of them away, despite Jack threatening Roderick and the floor manager. The Doctor remains silent when the guards process and interrogate the three of them, but when they are about to be transported to a lunar penal colony, the Doctor gives the word. He and Jack spring into action, knocking out the guards, grabbing weapons and heading up to Floor 500. In the control room, Jack and the Doctor wave the weapons at the programmers, ushering them to one side. The Doctor demands to know from the Controller who is in charge and was responsible for killing Rose, but the Controller does not answer. The male programmer is nervous because of the large gun the Doctor is carrying, but the Doctor casually tosses him the weapon, saying he was never really going to use it. The male programmer explains that as the Doctor is not one of the staff, the Controller's systems do not recognise him. The Controller was installed when she was five years old; she has been plugged in so long that her eyes have atrophied from disuse — all she sees is the programming. The male programmer also says that there is more going on at the station; unauthorised transmats and encrypted signals have been going on for years. Jack opens Archive Six, and finds the TARDIS inside. He goes into it and activates the console, discovering something that shocks him. The predicted solar flare happens, and static floods the screens, blocking transmissions. The Controller unexpectedly calls for the Doctor, explaining that while the solar flare is happening, her "masters" cannot read her thoughts. They have been controlling her mind all her life, but she saw the Doctor in the transmissions and brought him here, hiding him inside the games so he could find her. However, she cannot tell the Doctor who her masters are, because she has been genetically altered to be unable to say their name. Her masters have been hiding and shaping the Earth for centuries, growing stronger in numbers, but they fear the Doctor. As the flare passes, Jack returns and tells the Doctor that the TARDIS worked out that the disintegrators were actually part of a secondary transmat system — people have not died, they have just been transported elsewhere, which means Rose is still alive. Rose regains consciousness aboard an alien spacecraft, where a strange humming sound fills the background. She sees one of the inhabitants of the spacecraft approaching her, and she backs up against a wall in shock as she recognises it, and cannot believe her eyes — she claims to have seen the creature, who presses its plunger-like hand to the wall, die. Back on the station, the Controller gives the Doctor the co-ordinates to where Rose had been transported, despite knowing that she will be revealing her subterfuge to her masters. As she shouts out the co-ordinates, the Controller is teleported away. Materialising on the same ship that Rose has been transported to, the Controller gloatingly tells her masters that they can kill her now, as she has brought about their destruction. She is promptly killed by an energy weapon. On the station, the transmat beam is traced to a point at the edge of the solar system. Although the screen appears to show empty space, there is another signal, transmitted by the satellite, that is shielding what is actually there from detection. These are the same people who installed the Jagrafess nearly two centuries before and have been manipulating mankind for generations, playing a long game. The Doctor cancels the shielding signal and is greeted with an impossible sight — a fleet of two hundred Dalek flying saucers each containing more than two thousand Daleks, a force almost half a million strong. Both the Doctor and Jack thought the Daleks had all been destroyed, but obviously they somehow survived. The Daleks open communications, with a lead Dalek ordering the Doctor not to intervene with the Dalek stratagem or they will exterminate Rose. To the Daleks' surprise, the Doctor simply says no. When the lead Dalek demands an explanation, the Doctor defiantly tells them that he is going to rescue Rose from the middle of the Dalek fleet, save the Earth and then wipe every last Dalek out of the sky. The lead Dalek retorts that the Doctor has no weapons, defences or plan. The Doctor taunts them and knows that is exactly what is scaring the Daleks to death. The Doctor tells Rose he is on his way, and cuts the transmission. The lead Dalek states the Doctor has initiated hostile actions, and the Dalek on the left orders the invasion of Earth to begin. Many more Daleks gather for the invasion, all chanting their battle cry. The Daleks turn on Rose Tyler and demand that she predict the Ninth Doctor's actions, but she refuses. The Daleks detect the Doctor's TARDIS flying in real space towards the saucer, and launch missiles against it. The missiles detonate, but thanks to the tribophysical waveform macro-kinetic extrapolator taken from Blon Fel-Fotch Passameer-Day Slitheen, Jack has rigged up a force field around the TARDIS that protects it. The TARDIS materialises on board the Dalek saucer, around Rose and the single Dalek guarding her, which Jack destroys with the gun he improvised on the Game Station. As the Doctor examines the wreckage of the Dalek, he muses that since it is now apparent that the Daleks survived the Time War, the Time Lords died for nothing. The travellers exit the TARDIS, and are immediately fired on by the surrounding Daleks, but the extrapolator's force field continues to protect them. The Doctor taunts the Daleks, reminding them that Dalek legends call him "the Oncoming Storm", and even though they claim to have eliminated all emotion, he is sure that, deep inside, the Daleks still feel fear when faced with him. He asks how they survived the Time War, and is answered by a low, grating voice, "They survived through me." The voice is that of the Dalek Emperor, a Dalek mutant suspended in a transparent tank of fluid, flanked by panels of armour and topped by an equally gargantuan Dalek domed head. Around it floats an entourage of black-domed Daleks. The Emperor explains that though the Doctor destroyed all the Daleks in the War, its ship survived: "falling through time — crippled but alive". The surviving Daleks spent centuries hiding in "the dark space", silently rebuilding, infiltrating Earth's systems, harvesting humans and converting the genetic material into an army of Daleks. When Rose suggests that makes the Daleks half-human, the Daleks cry out that the remark is blasphemy. The Doctor is surprised and horrified that the Daleks even have such a concept. The Emperor declares: "I reached into the dirt and made new life. I am the god of all Daleks!" Even though it used human genetic material, only one cell in a billion was fit to be nurtured, and the Emperor insists that its manipulation resulted in the cultivation of "pure and blessed Dalek". Horrified, the Doctor realises that the Daleks have been driven insane by the human values they have absorbed, becoming self-loathing fanatics who hate their own genetic makeup, which makes them deadlier than ever. The travellers re-enter the TARDIS, and the Doctor returns them to Floor 500 of the Game Station. The Doctor orders the two remaining programmers to turn up the transmitters so the Daleks cannot transmat aboard the station. Earth is ignoring the station's warnings since it stopped transmitting and is simply sitting there defenceless. Despite the Doctor's earlier orders, Lynda Moss is still on board, unwilling to leave him. In any case, there were not enough shuttles, and there are still about a hundred people on board, on Floor 000, including Rodrick, Rose's main opponent in The Weakest Link, who is still looking for his prize money. The Dalek fleet begins to move towards Earth, the Emperor giving orders to purify the planet with fire and turn it into its temple. The Doctor begins dismantling the panels in the control room. The Daleks have left him an enormous transmitter, and to Jack's disbelief, the Doctor is proposing to build and transmit a Delta wave, an energy wave that will fry every brain within radius of the blast. Unfortunately, a wave of this magnitude would require three days to build up, and the Dalek fleet will be upon them in twenty-two minutes. The Doctor must work fast. Jack attaches the extrapolator to the station's systems so the Daleks cannot simply blast the station out of the sky, but it will not prevent them from physically invading to stop the wave. Jack concentrates the force field on the top six levels of the station, so the Daleks will have to enter at Floor 494 and work their way up to Floor 500. Rose stays behind to help the Doctor build the wave while the others, armed with bastic bullets which can breach Dalek casings, go down to Floor 000 to try to scare up volunteers to help hold back the Daleks. Jack kisses both Rose and the Doctor good-bye. On Floor 000, only a few join the defenders. Others, like Rodrick, do not believe that the Daleks still exist. Jack warns them all to stay on Floor 000 and keep quiet, even if they start to hear the sounds of battle above; if they do, hopefully the Daleks will not notice them. On Floor 500, the Delta Wave starts its build-up, but when the Doctor checks to see how long it will need to build, he hangs his head in dismay. When Rose asks how bad it is, the Doctor brightens up and says it can work if he can use the TARDIS to cross his own timeline. He ushers her into the TARDIS and tells her to stay there while he powers up the station. Once he exits the TARDIS, however, his expression turns sombre, and he points the sonic screwdriver at the ship, making it dematerialise with Rose on board. Rose finds the TARDIS doors locked, and a hologram of the Doctor appears, explaining to Rose that if she is receiving this message, then the Doctor is either dead, or about to die with no chance of escape. Emergency Program One will take her home, and the TARDIS will not return for him for fear that its technology will fall into the Dalek hands. He asks her to just let the TARDIS moulder away and die, and, in remembrance of him, to have a fantastic life. The TARDIS lands Rose at her estate in the 21st century, and despite her near-hysterical jiggling of the controls, she cannot get it to work again. Outside, Mickey comes running down the street, having heard the distinctive sound of the TARDIS' engines, and Rose hugs him, weeping. When Jack contacts Floor 500, he finds that the Doctor has sent Rose away. When Jack asks if the Delta Wave will be ready, the Dalek Emperor breaks in on the transmission, noting that even if the wave is completed in time, it will not be able to discriminate between human and Dalek; it will wipe out all Daleks and humans within its long range. The Doctor replies that there are colonies in space and the human race will survive, but the whole universe is in danger if he lets the Daleks live. Jack tells the Doctor to keep working, and defiantly tells the Emperor that he has never, and will never, doubt the Doctor. The Doctor questions the Emperor on how it managed to scatter the words "Bad Wolf" through history, but the Emperor replies that these words were not part of its design. Jack places Lynda in an observation deck which has a heavy door that will hopefully hold the Daleks out for a time. From the deck, Lynda will monitor the station's sensors and update the rest of the humans on the Daleks' progress. Through the window, they see the fleet decelerate into Earth orbit, and thousands of Daleks begin to stream out from the saucers towards the station. The Daleks force the airlock on Floor 494, and begin to work their way up. They took the internal lasers off-line and ruthlessly exterminated the first batch of defenders, whose bastic bullets have no effect as they melt against the Dalek force fields (Jack's information about the effectiveness of the bullets is out of date). In the 21st century, Jackie and Mickey try to persuade Rose to just get on with her life. Rose tells them that she cannot, because the Doctor showed her a better way to live, just as he showed Mickey: you do not just give up, you make a stand and fight for what is right. As Mickey tries to reason with her, Rose notices the words "Bad Wolf" scrawled in six-foot high letters on a paved public area of the estate, and also in the form of graffiti on the surrounding walls. Rose realises that the words are not a warning, but a message, telling her that she can still get back to the Doctor. She runs for the TARDIS, hoping at least to help the Doctor escape. She tells Mickey that the TARDIS is telepathic, and to make contact, they need to get inside it, open the console to get at the heart of the TARDIS. However, their first attempt to pry the console open by hooking a chain to Mickey's car is unsuccessful. On Floor 495, the Daleks encounter the Anne Droid from The Weakest Link, and it effectively manages to dispose of three Daleks before another one shoots its head off. To Lynda's horror, instead of flying up to 496, the Daleks travel down to Floor 000, exterminating everyone left there. In the TARDIS, Jackie tries her hand at persuading Rose to give up, but Rose tells her that Pete, her father, would not have given up; she knows this because she met him. Jackie does not believe this, until Rose reminds her that a blonde girl was there holding Pete's hand when he died and Jackie saw her from a distance; that girl was Rose. Shaken, Jackie rushes out of the TARDIS. On 2002nd century Earth, the fleet descends, bombarding the planet, the outlines of the continents distorting on Lynda's screen (notably Australasia) as they are devastated by the Dalek bombing. The Emperor proudly proclaims that he has created heaven on Earth. Meanwhile, on Floor 499, Jack organises the last stand against the Daleks, telling the defenders to concentrate fire on the Dalek eye-stalks. This works against one Dalek, but the others overwhelm the barricades. As a Dalek squad with an Assault Dalek begins to cut through the doors to Lynda's position, another squad floats in space outside the window of the observation deck. One Dalek fires at the window, shattering the glass and exposing Lynda to the vacuum of space, killing her. Jack, the only human on the game station still alive retreats towards Floor 500, still firing vainly at the oncoming Dalek squads. Back in the 21st century, all attempts to open the TARDIS console have failed and Rose starts to consider giving up but Mickey won't allow her to, knowing how important returning to the Doctor is for her. Jackie then returns to the TARDIS with a heavy-duty recovery vehicle, loaned from an acquaintance who owes her a favour. She tells Rose that she was right; this would have been the sort of mad thing Pete would have done. The heavier chain of the recovery vehicle holds, and the console tears open. Rose stares into the heart of the TARDIS, and energy from within the console flows into her eyes. The TARDIS doors close of their own accord, shutting Jackie and Mickey out, and the TARDIS dematerialises, intense light visibly streaming out of the TARDIS windows. Jack runs out of ammunition and is exterminated at the doorway to Floor 500 just as the Doctor finishes readying the Delta Wave. The Daleks glide into the control room, and when the Doctor threatens to activate the wave, the Emperor dares him to do so, to become like it — "the Great Exterminator", to make the choice between coward and killer. The Doctor hesitates, and then says he would be a coward any day. As the Doctor prepares for extermination, the TARDIS materialises behind him. The doors open, the light from the TARDIS' heart spilling out into the control room, and in the middle of it all is Rose as Bad Wolf, glowing brightly. In answer to the Doctor, Rose tells him she looked into the TARDIS and it into her. The Doctor tells her that she looked into the time vortex, something no one is supposed to see. Suffused with power, Rose easily stops and diverts a Dalek blast. As the Emperor calls her "the abomination", Rose explains that she is the Bad Wolf and proceeds to scatter the name of the Game Station's owners through time and space, to lead herself to this point. She can now see all of time and space: the past, present and all possible futures; all she wants is the Doctor to be safe and protected from the Daleks. The Emperor declares that she cannot hurt it as it is immortal, but Rose proves the Emperor wrong by waving her hand and killing him. All the Daleks — emperor, fleet and those on Earth — are destroyed. Rose declares the Time War has ended. However, the power continues to stream through Rose, and she is unwilling to let go of the power of life and death, a power demonstrated when outside the room and unseen by the Doctor Captain Jack suddenly returns to life. The Doctor tries desperately to get her to relinquish what she has been given, but Rose weeps that she cannot cope with the power coursing through her body. The Doctor knows that the power will kill her, so he pulls her close and kisses her, drawing the energy into himself. As Rose falls unconscious, the Doctor releases the vortex energies back into the TARDIS. Jack makes it to the control room only to see the TARDIS dematerialise without him. On board, Rose awakens, remembering little of what has transpired. As she tries to figure out what happened, the Doctor jokes that he sang a song that made the Daleks run away, but he then notices a small ripple of energy sweeping across the back of his hand and his expression clouds momentarily. Turning back to Rose, he tells her that he was going to take her to so many places, like Barcelona — the planet, not the city, and that perhaps he will, just not as he is now. Rose does not understand what the Doctor is talking about, until he buckles backwards in pain. The Doctor tells her that absorbing the vortex energy into himself has damaged him, and every cell in his body is dying as they speak. Trying to both ease Rose's worry and explain the process of regeneration to her, the Doctor tells her that Time Lords has a "trick" that allows them to "cheat death", but he will have to change, and this incarnation will not see her again. The Ninth Doctor's last words to Rose are, "Before I go, I just want to tell you, you were fantastic. Absolutely fantastic. And you know what? So was I." With that, the Doctor grins from ear to ear and remains smiling to the very end. Moments later, he tilts backward with a swift jolt, blazing energy courses through his body, and before Rose's astonished eyes, the Doctor's features change and he regenerates into his next incarnation. His short hair grows out rapidly into thick brown locks, and as the energy recedes, he raises back up with a different face, looking quite nonplussed. The new Doctor says hello and begins to introduce himself somewhat incoherently. He then interrupts himself saying, "New teeth. That's weird." He wonders where he was going to go, before saying, "Oh, that's right. Barcelona." As Rose stares at him in great shock, the Doctor smiles. It is Christmas Eve on Earth. As Jackie prepares presents and Mickey works in the garage, both of them hear the distinctive sound of the TARDIS' engines. Rushing out into the street of the Powell Estate, they see the TARDIS blink into existence above them, ricochet off a few buildings and a post van, then come to a crashing halt. A strange man stumbles out of the police box doors, greets them by name and wishes them a merry Christmas before collapsing. Rose follows and, in response to Jackie and Mickey's questions, identifies the stranger as the Doctor. They bring the Doctor to Jackie's flat and dress him in pyjamas belonging to Howard, Jackie's current beau, who has the habit of keeping pieces of fruit in his pocket for snacks. While Rose discusses the Doctor's change of appearance and the fact he has two hearts with Jackie, they do not see a wisp of vortex energy emerging from the Doctor's mouth, which then floats into space. On television, Prime Minister Harriet Jones and project director Daniel Llewellyn give a press conference about the Guinevere One space probe, which is about to land on Mars. In space, however, the probe is swallowed up by an island-like spaceship. That evening, Rose and Mickey go Christmas shopping, but are attacked by a group of masked Santas armed with lethal musical instruments. Managing to escape when the tuba mortar brings a giant Christmas tree down on the Santas, Rose realises that the Santas must be after the Doctor. She and Mickey rush home. When they reach the flat, Rose notices an unfamiliar Christmas tree in the sitting room, which Jackie says was delivered to the door. As they realise that none of them purchased the tree, it comes to life, whirling around with razor-sharp branches. The three retreat to the bedroom, the "Christmas tree" in hot pursuit. Rose places the sonic screwdriver in the still-comatose Doctor's hand and asks him to help her. Reacting instinctively, the Doctor rises as the tree bursts through the door and disintegrates the tree with the screwdriver. He then strides outside the flat to see who was remotely controlling the tree. From ground level, the Santas stare up at the Doctor, but transmat away when the Doctor points the sonic screwdriver at them. The Doctor calls them "pilot fish" and collapses in pain, saying that Rose woke him up too soon: he is still regenerating. The energy leaking from him has attracted attention, and if the "pilot fish" could trace it, then something bigger is coming. He then loses consciousness again. The first signal from Guinevere One arrives: a distinctly alien face, which is soon broadcast all over the world. Llewellyn is escorted by Major Blake to the Tower of London, which houses a facility run by the United Nations Intelligence Taskforce. There, he meets the Prime Minister and her aide, Alex, who tells him that the cover story is that a student in a mask hacked into the television signal. Llewellyn is shaken to realise that extraterrestrial life does exist, and that both the British government and the United Nations are aware of this. A technician, Sally Jacobs, explains that the signal did not come from Mars but 5000 miles above the planet's surface, which means that there is a ship, and it is moving rapidly towards Earth. As Rose and Mickey use his laptop to monitor UNIT's readings, the aliens send another signal. The aliens speak in their own language, but Rose does not understand it. Normally, the TARDIS would translate it for her, but it seems that with the Doctor unconscious, that function is not working. At UNIT, Blake orders the use of translation software. With no sign of the Doctor, Jones asks Blake about "Torchwood". She knows that she is not supposed to know about them -- not even the United Nations knows — but she wants them to be ready. The software rather imprecisely translates the message. The aliens are the Sycorax, and they are claiming the planet as their own, demanding surrender or "they" will die. Their word for "human" also appears to be similar to that of "cattle", temporarily baffling UNIT. Jones declines to surrender, warning the Sycorax that the planet is armed. As dawn rises over London, the Sycorax respond. With a wave of the leader's hand, blue energy sweeps over a third of the world's population, mesmerising them. The mind-controlled people, Sally Jacobs amongst them, climb to the highest spots they can find (primarily the roofs of buildings), and stand at the edge, poised to jump. Checking the UNIT staff's medical records, Llewellyn discovers that all the affected people have A+ blood. The Sycorax found the sample of A+ blood that was sent with other materials on Guinevere One to identify the human race in case of alien contact, and are somehow using that as a control mechanism. Desperate now, Jones gives an emergency broadcast on television, pleading for the Doctor's help if he is out there. She also informs the public that the Queen's Christmas speech has been cancelled and finds that the Royal Family are "on the roof". Just then, the shockwave of the Sycorax ship entering the atmosphere shatters windows all over the city; the gigantic craft takes position above the centre of London as the frightened population watch. Rose, driven to despair by the Doctor's comatose state and not knowing what else to do, asks Mickey and Jackie to help move the Doctor to the safety of the TARDIS. Jackie gathers food and other supplies, including a thermos flask of tea. The Sycorax transmat Jones, Alex, Blake and Llewellyn up to their ship. The Sycorax leader removes his helmet, revealing a skinless face surrounded by a mantle of bone. His hand hovering over a large glowing button, he demands immediate surrender, or he will order the controlled humans to jump. Llewellyn tries to reason with the Sycorax, but is reduced to a pile of bones by the leader's energy whip, as is Blake when he protests. Half of the world will be sold into slavery or a third will die; it is Jones's choice. As Rose and Mickey move the Doctor into the console room, Jackie goes back to get more supplies. Rose, having apparently given up, broods by the console as Mickey tries to use the TARDIS scanner to tune into what is happening, but the time machine's advanced technology is detected by the Sycorax. Outside, Jackie watches helplessly as the TARDIS is transmatted up. Not realising that they are aboard the Sycorax ship, Rose steps out of the TARDIS, and screams when she sees the aliens. Mickey rushes out after her, dropping the flask of tea, which spills and starts dripping through the grilles at the base of the console next to the Doctor's unconscious form. The Doctor breathes in the fumes created as the tea sparks against various components. Rose tries to bluff the Sycorax by quoting various things and races she has encountered on her travels, commanding them to leave, but is answered with laughter. The Sycorax leader taunts her attempts to pass off second-hand knowledge as authority, but as he gloats, his alien words start turning into English. Rose realises that the TARDIS translation is working again, and as the Doctor must be conscious for it to be active, that can mean only one thing: the Doctor is awake. On cue, the doors of the police box open and the Doctor stands there, smiling as he says, "Did you miss me?" Easily deactivating the Sycorax leader's energy whip and breaking his staff, the Doctor bluntly tells the alien to wait while he gets more important things out of the way, namely, getting reacquainted with his friends. Disappointed at not being "ginger" (red haired), and somewhat annoyed at Rose's speed in giving up on him, he tells them that all he needed was a "good cup of tea; a superheated infusion of free radicals and tannin. Just the thing for healing the synapses." As the Sycorax leader demands to know who he is, the Doctor blithely strides across the ship's floor, nattering on cheerfully and still working out what his personality is like in this new incarnation. He walks up to the glowing button, discovers that it is powered by A-positive human blood, and quickly deduces that the Sycorax are using blood control — they're controlling all the humans with A-positive blood. The Doctor tells the leader that in his unstable state, when he sees a large glowing button he just cannot help himself — and to everyone's shock, he pushes it. However, instead of sending the possessed crowds on Earth to their deaths, it simply releases them from the Sycorax control. The Doctor explains that blood control is like hypnosis: you cannot hypnotise a person and convince them to kill themselves as the survival instinct is too strong. The Sycorax were bluffing, and the Doctor merely called them on it. The leader says that they can still conquer Earth with an armada, but the Doctor demands that the humans be left alone (quoting part of "The Circle of Life" from The Lion King in the process), ultimately challenging the leader to single combat for the planet. The swordfight goes from inside the ship to its exterior. In the midst of it, the leader cuts the Doctor's hand off. However, the Doctor is still in the first 15 hours of his regeneration cycle, and regrows his hand. He gains an advantage over the Sycorax leader and triumphs. Holding the leader at sword point at the ship's edge, the Doctor extracts an oath from the leader to leave the planet and never return, in return for the Doctor sparing his life. As the Doctor walks back, celebrating his victory with Rose, the leader tries a final attack whilst the Doctor's back is turned. The Doctor calmly bounces a satsuma he finds in Howard's dressing gown off a control button, opening a section of the ship's wing beneath the leader, sending the alien plunging to his death. The new Doctor is not a man willing to grant second chances. The Doctor sends the other Sycorax on their way with a reminder that the planet Earth is defended. They are transmatted back to London, and Jones asks if there are more aliens out there. The Doctor notes that there are thousands; the human race is being noticed more and more. As Jones ponders this, visibly troubled, Alex receives a telephone call and quietly informs Jones that Torchwood is ready. Jones seems reluctant, but nevertheless gives the order to fire. Five green beams converge as one over London, and the resulting energy burst destroys the Sycorax ship as it heads into space. The Doctor glares at Jones, furious, but she tries to justify the use of the weapon (engineered from a crashed spaceship ten years previously) as defending the planet, especially since the Doctor cannot be there all the time. The Doctor bitterly says he should have warned the Sycorax to run, as the real monsters, the humans, are coming. When Jones asks if she should consider the Doctor another alien enemy, the Doctor warns her that he can bring down her government with just six words. He whispers them in Alex's ear: "Don't you think she looks tired?" Jackie, Mickey and Rose serve Christmas dinner in the flat. The Doctor looks through the TARDIS wardrobe, finally settling on a brown pinstripe suit and a long brown coat. He joins the others for dinner, and they watch Harriet Jones on the television, fending off rumours about her ill-health and a pending vote of no confidence in the House of Commons. Outside, what looks like snow is falling over London, accompanied by shooting stars, but the Doctor points out that it is, in fact, ash — the remains of the Sycorax spaceship. It is a new start for Earth, however; with so many people seeing the Sycorax ship, there is no covering up the existence of aliens this time. But there are new worlds to see and explore. With a now-trusting Rose by his side and eager to continue their travels, the Doctor looks up into the sky to choose a star for their next destination, assuring her that it will be, in the words of his previous incarnation, "fantastic". The Tenth Doctor powers up the TARDIS as Rose says good-bye to Jackie and Mickey at the Powell Estate. Although Jackie and Mickey sadly watch the TARDIS fade away, inside the ship Rose is all smiles as she asks where they are going next. The Doctor tells her that they are going further than they have ever gone before. The TARDIS materialises on New Earth, in the year five billion and twenty-three. Following the destruction of Earth, humanity became nostalgic and settled a new planet with similar gravity and atmosphere in Galaxy M87. Rose is delighted at the new world, the sight of the futuristic city of New New York in front of them and the smell of apple-grass. However, the two travellers are being observed by a metal spider controlled by Chip, a small, pale man with multiple tattoos. Chip takes his orders from Lady Cassandra, who is still alive and recognises Rose. The Doctor and Rose head for New New York Hospital, a hospital to which the Doctor has been summoned by a telepathic message displayed on his psychic paper: "Ward 26, Please Come". The hospital is run by humanoid feline nuns belonging to an order called the Sisters of Plenitude; though Rose is a bit shocked, the Doctor tells her that the cats would find her equally strange due to her "pink and yellow" colouration. Trying to find the right ward, the Doctor and Rose enter separate lifts, which drench each of them in a disinfectant liquid then blow-drys them — the Doctor is completely blasé about it, while Rose has no idea and takes a while to get used to it. Chip has overridden Rose's lift controls, diverting her to the basement. He beckons her forward, calling her by name; she grabs a metal pipe as a weapon. In the ward, the Doctor is escorted by Sister Jatt, commenting that the hospital lacks the little shop he is so fond of. Sister Jatt lectures him on the vow that her order takes, which is to help and mend, as they pass a bed belonging to an incredibly fat man who appears to be turning to stone. The rather bossy woman with him, Frau Clovis, rebukes him for staring at the man, who is the Duke of Manhattan and is dying from Petrifold Regression. Sister Jatt is confident that he will be cured in no time, despite the Doctor's assurances that the cure for his disease won't be available for another 1000 years, and asks if he recognises any of the patients. The Doctor, with a smile on his face, responds that he does — the Face of Boe. He is being tended by Novice Hame, who tells the Doctor that the Face is dying of old age — the one thing the Sisters can't cure. Rose explores the basement warily, and finds a film of a party of several men and a blond woman with a familiar voice. The same voice makes Rose turn to see Cassandra: a piece of skin stretched out on a frame over a brain jar. Cassandra had been reconstructed from another piece of her skin, and Chip — a force-grown clone devoted to Cassandra — smuggled her into the hospital, where he has been tending to her ever since. Cassandra has found out the Sisters are hiding something, and she needs Rose's help or rather, her body. Using a device called a psychograft, Cassandra transfers her consciousness into Rose's mind, taking control of her body but allowing her old one to die. Cassandra is initially unimpressed with her new body — protesting, "I'm a chav!" — but changes her mind after taking a good look at Rose's curves. In the ward, Novice Hame tells the Doctor that legend says the Face has lived for thousands, perhaps millions of years and that he will give his dying message to a wanderer without a home. The Doctor realises that he fits the description in the legend, but says nothing. Below, Cassandra reads Rose's surface thoughts and discovers that the man with Rose is the Doctor with a new face. She goes to meet him after putting a tiny bottle in her cleavage. The Doctor is amazed to discover the Duke of Manhattan in perfect health and interrogates one of the nurses, who introduces herself as Matron Casp, on how they were able to cure him, but she evades his questions and is summoned to the Intensive Care ward by Sister Jatt. They observe an unseen figure who pleads for help and are amazed that it can speak before Casp orders it incinerated. The Doctor inspects the various medicines and points out several incurable diseases to the recently arrived Cassandra, including Marconi's disease, which leaves the victim with bright red skin and should take years to recover from, and Pallidome Pancrosis which should kill the victim within ten minutes. Cassandra's odd behaviour in Rose's body — at one point giving the Doctor a lusty kiss — raises the Time Lord's suspicions. They enter Intensive Care and discover the horrifying secret of the cures: hundreds of pods, each holding an artificially grown human being infected with a thousand different diseases, a human farm to breed cures. The Sisters kill any healthy enough to speak or move. The Doctor confronts Novice Hame, but she insists that these artificial humans are just "flesh", and that it was necessary to cope with the influx of patients and diseases. He demands they reverse what they have done to Rose, not realising that it is Cassandra who has taken over. Her cover blown, Cassandra reveals her identity and knocks out the Doctor with some drugged perfume. While the Doctor is trapped in a pod about to be injected with diseases, Cassandra tries to blackmail Matron Casp, demanding money to keep quiet about the Sisters' actions. Casp declines and threatens her physically with her rather vicious claws. Cassandra releases some of the plague carriers in response. One admonishes the Sisters before releasing the rest of the patients. The patients advance on the nuns, trapping Sister Jatt, who screams as one of the patients touches her face and infects her; the viruses are too numerous for her immune system to cope with and she is killed instantly. Casp places the hospital under quarantine before disappearing and the exits seal themselves, much to the confusion and fright of the staff and visitors. The patients attempt to get the people within the hospital to help them, but they cannot touch anybody without infecting them as well. After failing to find a way out through the basement, the Doctor demands Cassandra release Rose, threatening her with the sonic screwdriver. Cassandra transfers her consciousness to the Doctor instead. Rose climbs up the lift shaft with a now Cassandra-controlled Doctor, pursued by the carriers. Matron Casp tries to stop them, but is infected and falls screaming down the shaft to her death. Cassandra transfers herself to a plague carrier so that the Doctor can use the sonic screwdriver to unseal the lift doors, then jumps back into Rose. Cassandra is shocked by the loneliness of the carriers, having read the surface thoughts of the carrier she had possessed — not being able to touch or be touched all their lives. The Doctor and Cassandra reach Ward 26, which seems to be the only place still untouched by the carriers. Frau Clovis reveals a device she is using to try and contact the people in the city to help them, but the Doctor refuses to allow it as every single disease in the galaxy is contained within the hospital and if the quarantine is breached then the whole planet will be at risk. He grabs all of the intravenous solutions, straps them to his body, then slides down the shaft to the lift car with Cassandra, where he empties the solutions into the disinfectant reservoir. He opens the doors, luring several plague carriers inward as Cassandra starts the shower. The spray drenches the carriers, curing them, and the Doctor encourages them to pass it on; they wander back out to spread the cure to the others. A new race is born: the new humans. The surviving Sisters are arrested by the New New York Police Department, and the cured new humans are taken into care. The Doctor remembers the Face of Boe, and runs to him. No longer dying, the Face tells him telepathically that he had grown tired of the universe, but the Doctor has taught him to look at it anew. The Doctor asks the Face about his message, but is told it can wait for their third and final meeting. The Face teleports himself away. The Doctor orders Cassandra to leave Rose's body at once, telling her to end it. In response, Cassandra sobs and tells the Doctor she doesn't want to die. Chip then appears — "a volunteer". Despite multiple protests from the Doctor, Cassandra transfers her consciousness into him. Unfortunately, his "half-life" body quickly fails, and Cassandra accepts her impending true death; New Earth has no place for people like her and Chip. The Doctor does one last favour for Cassandra, taking her back to the party seen earlier, to the last time anyone had called her beautiful, to re-witness her life as it was in its prime. "Chip" approaches the Cassandra of the past and sincerely remarks on her beauty, before collapsing into the younger Cassandra's arms as she comforts "him". As Cassandra finally dies, the Doctor and Rose silently leave in the TARDIS, letting things end, and life take its natural course. Hooded monks travel across the Scottish moors. They enter the Torchwood Estate belonging to Sir Robert MacLeish. Their leader, Father Angelo, demands possession of the house. When the steward refuses, he beats him into submission with a quarterstaff. The monks remove their cassocks, revealing orange robes. Exhibiting martial skill, they make short work of the rest of the men. They take over the house, chaining everyone they find in the cellar, including Lady Isobel MacLeish. They carry a covered cage into the cellar. When Father Angelo uncovers it, Lady Isobel screams. In the TARDIS, the Tenth Doctor offers to take Rose to Sheffield in 1979 to see Ian Dury in concert. In the Doctor's words it was a hell of year; China invades Vietnam, The Muppet Movie. Grabbing his jacket, the Doctor ushers Rose out into the 1970s; however, they are meet by armed. soldiers on horseback. They demand explanations for the Doctor's presence and Rose's "nakedness". The Doctor realises that they have arrived in 1879 Scotland; "close enough" the Doctor shrugs. Using psychic paper and a Scottish accent, he convinces Captain Reynolds he is a Scottish doctor named James McCrimmon from the township of Balamory. Rose also attempts to speak with a Scottish accent, only to be shushed by the Doctor; unlike him, she would slip up and speak in her natural accent. The Doctor claims to be disorientated due to chasing Rose for some time; when he was buying in London, "it was either her or the elephant man." Reynolds isn't amused by the joke. Sir Robert watches from the window, with Father Angelo, disguised as a servant, behind him. Sir Robert goes to receive Victoria. Despite his hinting that all is not right, the Queen insists on staying; the estate was a favourite of her late consort, Prince Albert, who used to visit Sir Robert's father. They enter the manor, with Reynolds deploying his men to guard the estate. He also carries a small leather box inside, which he locks in a safe. In the cellar, the captive in the cage, who appears to be a hooded man, indicates to the other prisoners to be silent. Sir Robert shows the Queen, Doctor and Rose the observatory, which contains a telescope his father designed. The Doctor notices it has many prisms, causing too much magnification for simple stargazing. Sir Robert says he knows little of his father's eccentric work. Victoria mentions that Sir Robert's father was a polymath, equally versed in science and folklore, and that Albert was fascinated by local stories of a wolf. Before Sir Robert can tell the tale, however, Father Angelo interrupts, offering to take the guests to their rooms to prepare for dinner. While Rose searches through the wardrobes for more appropriate attire, the disguised monks serve the soldiers drugged drinks, which knock them unconscious. Rose discovers a frightened servant girl, Flora, hidden in one of the cupboards. Flora tells Rose what has happened. When they leave the room to find the Doctor, they find an unconscious soldier. They are captured, taken to the cellar and chained with the others. At the dinner table, Sir Robert tells them a story. For the past three hundred years, livestock have been found ripped apart every full moon. Once a generation, a boy vanishes, and there are sightings of a werewolf. In the cellar, Rose notices the caged man's alien-looking eyes. She asks him what planet he is from. Amused, he tells Rose the human body he possesses was born ten miles away, a boy stolen by the Brethren, but he comes from a much longer distance. Rose offers to take the alien intelligence back home, but he does not wish to leave. He shall bite Queen Victoria, migrate into her body and begin the Empire of the Wolf. He says Rose has "something of the wolf" about her, but while she burned like the sun, all he requires is the Moon. Upstairs, Sir Robert relates that his father believed the story to be fact, and even claimed to have communicated with the beast and learned its purpose. However, the Brethren of the monastery in the Glen of St Catherine opposed his investigations. Sir Robert asks what if the monks had turned from God and started worshipping the wolf? The Doctor sees Father Angelo face the full moon through the window, chanting in Latin, "Lupus magnus est, lupus fortis est, lupus deus est" — or "The wolf is great, the wolf is strong, the wolf is God". The enemy is here. The monks throw open the cellar doors and moonlight streams into the Host's cage, triggering a horrifying transformation. Rose rallies the other prisoners, telling them not to look, but to pull on the chains. Sir Robert apologises to the Queen for his betrayal; they were holding his wife. The Doctor demands to know where Rose is, but Father Angelo ignores him, continuing his chanting. The Doctor and Sir Robert rush to the cellar, leaving the Queen with Reynolds, who trains his pistol on Father Angelo, asking him what his goals are. Father Angelo replies, "The throne", and swiftly disarms Reynolds. The Doctor and Sir Robert reach the cellar just as Rose and the other prisoners manage to break their chains, but the Host has finished his transformation and breaks out of the cage. The others run out of the cellar, the Doctor transfixed at the "beautiful" werewolf until the last second. He seals the door with his sonic screwdriver as the werewolf howls at the moon. Above, Victoria surmises correctly that the monks had sabotaged the train tracks to bring her here. However, she is not unprepared, after 6 attempts on her life and threatens Father Angelo with her own revolver. He sneers at her sceptically, calling her "woman". The Queen retorts, "The correct form of address is 'Your Majesty'!" and fires. The women go to leave the house through the kitchen, while the Steward organises his men. The werewolf has broken through the sealed door, but is driven back momentarily by rifle fire. The women find the kitchen door locked and the courtyard beyond guarded by monks with rifles. The Doctor tells the men they should retreat upstairs. The Steward says that nothing could have lived through the rifle barrage — and is promptly seized and killed by the werewolf. Sir Robert, Rose and the Doctor run. The werewolf slaughters the remaining men and makes its way to the kitchen, where Lady Isobel and the other women huddle in fear. However, instead of killing them, it sniffs the air and leaves. Meanwhile, Victoria retrieves the mysterious box from the safe, and meets with Sir Robert, Rose and the Doctor. As they try to escape through the windows, the monks open fire. The four run upstairs, pursued by the werewolf. They meet Reynolds, who confirms Victoria has the contents of the box and says he will buy them time to get away. He fires at the werewolf, but is quickly torn apart as the others enter the library and barricade the doors. However, the werewolf does not try to break through. The Doctor wonders what it is about the room that is protecting them from the wolf. Victoria demands to know what the creature is, and why the Doctor has lost his Scottish accent. The Doctor tries to explain, but she will have none of it, declaring angrily that this is not her world. When asked about weapons, the Doctor points out that they have the greatest weapons of all in this very room: books full of knowledge, which can give them clues as to how to fight back. In the kitchen, Lady Isobel notices the monks are wearing mistletoe about their necks, a charm against werewolves. She notices sprigs of mistletoe on the kitchen floor and orders the other women to gather the scraps. In the library, the Doctor notices wooden details on the doors carved into the shape of mistletoe. He realises the walls are varnished with viscum album — oil of mistletoe. The werewolf is allergic to it, or the monks have trained it to be to control it, and Sir Robert's father knew this. Lady Isobel and the women cook the mistletoe into a broth. The Doctor remembers that Prince Albert kept insisting on having the diamond cut down and was never satisfied with the shape or size.The Doctor has a brainstorm. The diamond, the telescope, Prince Albert and Sir Robert's father are all connected. The Doctor asks, what if the two men were not just exchanging stories, but treated it all as real and laid a trap for the wolf? Just then, the werewolf crashes through the skylight, forcing the others to flee the library. The werewolf nearly catches up with Rose, but Lady Isobel appears, throwing the mistletoe broth in the werewolf's face and forcing it away. Sir Robert kisses his wife and tells her to take the women back downstairs, while he and the others climb the stairs to the observatory. The Doctor needs time. The doors to the observatory are not barred against the werewolf — Sir Robert's father intended the wolf to come in. Sir Robert offers to place himself between the werewolf and them, willing to die with honour to atone for his betrayal. He holds the werewolf off with a sword. As his screams penetrate the door, the Doctor and Rose manoeuvre the telescope to align it with the full moon. The telescope is not a telescope, but a light chamber, magnifying the moon's rays. The werewolf may thrive on moonlight, but it can still drown in it. The werewolf crashes through the door and moves to slash at Victoria, but the Doctor tosses the diamond on the floor. It catches the light, which intercepts the werewolf and suspends it in mid-air. The werewolf reverts to human form; the host asks the Doctor to make the light brighter, to end its life and the "Lupine Wavelength Haemovariform" as the Doctor calls it. Honouring the request of the poor boy, the Doctor precedes to do so. The werewolf form reasserts itself, howls and fades away in the moonbeam. The Doctor notices Victoria's wrist is bleeding and wonders if the werewolf bit her after all, but the Queen dismisses his concern, saying it was just a splinter from the door. In the morning, Victoria dubs the two travellers Sir Doctor of TARDIS and Dame Rose of the Powell Estate. Having rewarded them, she banishes them from the Empire (not a problem for Rose, as she lives in the 21st century; the Doctor isn't even native to Earth). The Queen admits that she does not know who or even what they are, but that their world is steeped in terror and blasphemy and yet they consider it fun. She makes it clear that she cannot allow this in her world, and warns them to consider how much longer they might survive such a dangerous life. During this she says, "I am not amused". Having won her bet with the Doctor, Rose cannot suppress a smirk, until Victoria adds that she is "not remotely amused". The two make their way back to the TARDIS, where the Doctor reflects it was always a mystery how Victoria and then her children had contracted haemophilia. He muses that perhaps was just a Victorian euphemism for lycanthropy. Rose speculates humorously that perhaps even the royal family of her day are actually werewolves! Back at the Torchwood Estate, Victoria tells Lady Isobel that her husband's sacrifice and the ingenuity of his father will live on. The Queen has seen Britain has enemies beyond imagination, and will establish an institute to research and fight these enemies: the Torchwood Institute. If the Doctor returns, he should beware, because Torchwood will be waiting. At Deffry Vale High School, the headmaster, Mr Finch, notices a student waiting outside his office. She has a headache, and cannot simply go home because she lives in an orphanage. Mr Finch offers his sympathies that there is no-one to miss her and invites her into his office; it is nearly time for lunch. The door closes, then there is a flap of wings, and the girl screams. "John Smith" and Rose have gone undercover in the school. He teaches a physics class. He asks a few simple questions. Only an intelligent student called Milo can answer. The Doctor advances to higher levels of knowledge, finally asking how to travel faster than light. Milo answers every question without missing a beat. Meanwhile, Rose is working undercover in the cafeteria. At lunch, she complains to the Doctor about the last two days. He mentions that it was Mickey who alerted them to something odd going on and rightly so. Everyone at the school is well-behaved and there is something odd about the chips. Rose eats a few, saying she enjoys them. The school menu has been designed by Mr Finch himself to improve concentration and performance. Another teacher, Mr Wagner, approaches Melissa, one of the students. He tells her Milo has failed him, so she is being moved to the top class. He also summons another student, Luke, but not Kenny, who is not allowed to eat the chips. The Doctor observes all this. He looks up and sees Mr Finch gazing down on the cafeteria floor, watching everything. In the kitchen, Rose watches the other kitchen staff, all wearing gloves and face masks, bringing in a large barrel. One of the dinner ladies warns them not to spill a drop. Mickey calls Rose on her mobile phone, telling her about the massive UFO activity he has discovered around the area. However, his investigations are being blocked by something called Torchwood. Rose, in turn, tells him the kitchen staff were all replaced three months ago with new personnel. As they speak, the barrel slips, spilling something on one of the staff, who starts to burn. The rest usher her into a side room. Rose starts to phone for an ambulance, but is told not to worry, she is all right, even as Rose hears screams and lots of smoke billows out of the side room. Rose glances down at the barrel, which is leaking a golden, oily substance. In the maths classroom, Mr Wagner tells the children at their computers to put on their headphones. The screens flicker on. The monitors display a green, rotating cube with rapidly scrolling, alien-looking symbols and seemingly random text on the right. The children type on their keyboards with incredible speed. Mr Finch escorts a journalist, Sarah Jane Smith, around the school. Sarah has been assigned to write a profile on him. Finch explains that one of the policy changes he has made is free — but compulsory — school dinners. In the staff room, the Doctor is speaking to Mr Parsons, head of History, who tells him of the extraordinary knowledge of his students since Finch became Headmaster. One of his students has given him the exact height of the walls of Troy in cubits. Also, the day after Finch arrived, seven teachers came down with flu, and were replaced by strange new ones. The one the Doctor replaced hadn't had the flu. She had resigned when she won the lottery, despite the fact that she never played, claiming the ticket was posted through her door at midnight. Mr Finch brings Sarah into the staff room. When the Doctor sees her, he smiles delightedly at unexpectedly seeing his old friend, but introduces himself as John Smith. Sarah remarks that she once knew a man who went by that name. When she learns "Smith" is a new teacher, she asks if he has noticed anything odd. She has lost none of her inquisitive nature, and the Doctor is elated, although he does not reveal his real identity to her. As the Doctor wanders the halls in a slight nostalgic haze, Kenny goes into the Maths room. He is shocked to glimpse a bat-like creature under one of the desks. It transforms rapidly into Mr Wagner. Wagner tells Kenny to leave and the boy beats a hasty retreat. That night, Sarah Jane Smith breaks into the school to explore, even as the Doctor, Rose and Mickey do the same. The Doctor sends Mickey to the maths room and Rose to get a sample of the oil, while he checks the headmaster's office. There are sounds of flapping and the occasional shriek. Winged shadows flit across walls. Sarah, trying to break into Mr Finch's office, notices she is being watched. She enters a store room — where she finds the TARDIS. Stunned at seeing the ship again, she backs out of the room into the gym, where "John Smith", now wearing his long coat, is waiting and says, "Hello, Sarah Jane." Sarah manages to say, "It's you, Doctor! Oh, my God, it's you, isn't it? You've regenerated." The Doctor replies that he has done so "half a dozen times since we last met." She says he looks "incredible", and he says she does too, but she dismisses it being true for herself and says she has grown old. She then reveals she had waited for him and thought he had died, and in response, the Doctor speaks to her of the Time War for the first time: "I lived. Everybody else died." They hear a piercing scream and run towards the sound, meeting Rose along the way. The Doctor introduces the two and Sarah comments on Rose's youth. The scream turns out to be Mickey, who opened a cupboard, only to be covered in shrink-wrapped rats. Sarah suggests the rats are for dissection, suggesting cattily that maybe Rose isn't old enough to have gotten to that point in school, but Rose retorts that rat dissection hasn't been performed in schools for years, making a snide dig at Sarah's age. As they head for Finch's office, and Sarah and Rose begin to bicker, Mickey laughs and tells the Doctor, "The missus and the ex — welcome to every man's worst nightmare!" The Doctor suggests that the rats may be food for something. When they enter Finch's office, they find what that "something" is thirteen large, bat-like creatures hanging from the ceiling, asleep. They back out hurriedly, but as the door shuts, one of the creatures wakes and shrieks. Outside, the Doctor says they have to go back in so he can use the TARDIS to analyse the oil sample Rose procured. Sarah tells the Doctor she may have something that can help him. To the Doctor's excitement, in her car boot is an inactive and rusty K9 Mark III, with one of his side panels missing. Sarah explains that one day it had just stopped working and she could not repair its advanced technology. Not knowing that they are being trailed by Mr Finch and another bat-creature, they go in Sarah's car to a nearby café, where the Doctor repairs K9. Mickey teases Rose about her jealousy, while Sarah asks the Doctor why he never came back for her. In an intense moment, the Doctor tries to brush it off, saying that she was getting on with her life. Sarah replies that he was her life. The hardest thing was adjusting back to mundane life after all she had seen. She asks him why he could not have come back. The Doctor looks dour and does not reply. K9 comes to life, and recognises the Doctor, who smears some of the oil sample on its eye sensor. K9 determines it is Krillitane oil. The creatures are Krillitanes, a composite species who take the best physical parts of other species they conquer. The Doctor did not recognise them because they had looked different when he had last seen them. He realises that they are doing something to the children. As they leave the café, Rose asks the Doctor if Sarah is her future, that she will be left behind like all his other companions. The Doctor tells her he did not go back for Sarah because it would have been too hard: "I don't age. I regenerate. But humans decay, you wither and you die. You can spend the rest of your life with me. But I can't spend the rest of mine with you. I have to live on, alone. That's the curse of the Time Lords." Mr Finch hears the phrase "Time Lords" and sends the other Krillitanes to swoop over them, although they do not harm anyone. The next day they all return to the school. The Doctor sends Rose and Sarah to discover what is inside the computers, and Mickey to stay in the car with K9 as surveillance — a task Mickey compares to being "sent to the back of the class with the safety scissors and glitter". The Doctor himself is going to have a word with Mr Finch. They confront each other at the swimming pool. Finch confirms he is a Krillitane named Brother Lassar and the wings are a recent addition to their form. What the Doctor sees as human is just a morphic illusion. Surprised to see a Time Lord, Lassar calls them a race of pompous, dusty senators, afraid of change and chaos and now all but extinct. He can sense that the Doctor is different, but still refuses to reveal his plans, challenging him to work it out. Lassar says that they are not enemies. The Doctor quietly replies that he had much more mercy when he was younger. This is their only warning. Lassar smugly promises that the next time they meet, the Doctor will join with him. Working on the computers, Sarah and Rose argue about who has had more experience time travelling, yelling the names of the different monsters they have met. Sarah settles it when she mentions she met the Loch Ness Monster, but they soon realise the argument is pointless and bond by comparing notes on the Doctor (Sarah is very amused to hear from Rose that the Doctor still strokes parts of the TARDIS), bursting into laughter when he enters and confusing him. Lassar tells the other Krillitanes that they are moving to the final phase. The school will be sealed and they will become gods. Even though it is break time, the intercom calls all pupils to class and the staff to the staff room. All the pupils appear strangely happy that the break has ended early, except Kenny, who hesitates, but eventually follows the others inside. The Krillitanes begin by devouring the rest of the staff. In the maths room, the Doctor finds the computers fixed with a deadlock seal which the sonic screwdriver cannot breach. Lassar seals all of the school's exits while Mr Wagner activates the computer program which the children begin working on again. Kenny cannot get out of the school, but he attracts Mickey's attention. Mickey reactivates K9, asking it if it has some way to get in the school. K9 reminds him they are in a car. Rose, Sarah and the Doctor watch the symbols flash on a large screen. The Doctor works out that the Krillitanes are trying to solve the Skasis Paradigm. He explains that the Paradigm is the God-Maker, the Universal Theory; whoever solves it can control the building blocks of the universe — all of time and space. The Krillitanes are boosting the children's intelligence with the oil, using them and their imaginations as a giant processing device. Lassar appears at this point, asking the Doctor to join them, tempting the Doctor with the ability to change the universe, to save everyone, even restore the Time Lords. He offers Sarah and Rose the chance to travel with the Doctor forever, never growing old. The Doctor appears tempted, but Sarah tells him that pain and loss define them as much as happiness or love. Everything has its time and everything ends, whether a world or a relationship. The Doctor picks up a chair and hurls it at the screen, smashing it. He tells Rose and Sarah to get out. After Mickey voices his frustration at being reminded they are in a car, he suddenly understands what K-9 is saying and crashes the car through the front doors of the school. He and Kenny rush to the pupils. Lassar shrieks, summoning the other Krillitanes, who transform into their bat-forms. Mickey and Kenny meet up with the others and run into the cafeteria, pursued by the bat creatures. Lassar tells them he wants the Doctor alive, but to eat the others. As the Krillitanes attack, a laser shoots one of them down. K9 appears in the doorway, blaster at the ready. The Doctor tells K9 to hold them off while they retreat. However, K9's battery is failing and Lassar tells the Krillitanes to ignore "the shooty dog thing" and get the others. In the physics lab, the Doctor realises the solution is the oil. The Krillitanes have changed their physiology so often that even their own oil is toxic to them now. The Krillitanes start bashing down the door. The Doctor tells Mickey to get the children unplugged and evacuated. Kenny triggers the fire alarm, the high-pitched sound hurting the bat-like ears of the Krillitanes and stunning them long enough to get past to the kitchens. However, this doesn't work for long. Lassar simply punches through the wall and rips out the power lead to the alarm. Mickey unplugs the computers and gets the children out of the school. In the kitchens, the Doctor finds the barrels of oil are deadlock sealed. He gets the others out. He and K9 stay behind. K9 tells the Doctor that the barrels will not withstand a direct hit from its laser, but as its batteries are weak, it has to remain. The Doctor protests, knowing that K9 will be caught in the explosion, but the dog replies there is no alternative. Sadly, the Doctor bids his old friend good-bye, calls it a good dog and exits the building. The Doctor takes Sarah's hand and while she asks about K9, drags her away from the school. Brother Lassar and his brethren enter the kitchen in human form, searching for the Doctor. Lassar mocks K9 when he sees him, but K9 shoots a barrel, spilling the toxic oil over the aliens. Lassar snarls to K9, "You bad dog"; the dog replies, "Affirmative." The explosion takes out a large chunk of the school. The pupils cheer the school's destruction, and hail Kenny as the hero who did it. Sarah weeps over K9's sacrifice as the Doctor comforts her. Later, Sarah enters the TARDIS in a park. The Doctor suggests that Sarah join them, but Sarah declines, saying it is time she found a life of her own. Mickey asks if he may join them in the TARDIS. Sarah says they need a Smith aboard the TARDIS, and the Doctor agrees, although Rose does not look pleased. Before she goes, Sarah admits that she wants to stay. When Rose asks her what to do, she reassures her that some things are worth getting your heart broken for. She adds that someday, if Rose needs to, she should find her. Outside, Sarah thanks the Doctor for her time with him. The Doctor asks if there has been anyone special. Sarah tells him that there was one man whom she travelled with for a while, but he was a tough act to follow. She asks him to say good-bye this time — and he complies, saying, "Goodbye, my Sarah Jane!" He smiles at her and they hug tightly, with Sarah looking to be on the verge of tears. Sarah then watches the TARDIS disappear, but as it does so, a brand new K9 is revealed. K9 explains that the Doctor rebuilt and improved it. Happily, Sarah orders K9 home. They have work to do. 18th century Versailles, a starry night: Panic is in the palace as people run from an unseen enemy. Madame de Pompadour — or Reinette — stands at a fireplace with her lover, the King of France. She tells him about a mysterious man called the Doctor who promised to come to her rescue on this night. Desperately, she calls for the Doctor through the fireplace. Three thousand years later, in the 39th century, the Doctor's TARDIS arrives on an abandoned space ship. The Doctor and Rose depart, along with Micky, who is happy to have gotten a spaceship on his first go in time travel. Examining some equipment, the Doctor notes that the ship was damaged and is in the middle of repairs. He gets a reading from the engines, that shows the ship is generating enormous power, even though it is stationary. "Enough to punch a hole in the universe," he comments. The ship, however, is oddly empty; Rose suggest they stepped out for a smoke. The Doctor tells her that the smoking pods are empty. Even stranger is that it smells like somebody is cooking. Shortly afterwards, the Doctor, Rose and Mickey find an 18th century fireplace. Although the other side of the fireplace should be the outer hull of the ship, there is another room with a little girl. She informs the Doctor that she is in her bedroom in Paris, the year is 1727 and her name is Reinette. When Mickey comments that the Doctor said they were supposed to be in the 51st century, the Doctor explains that the excess of power can "punch a hole in the universe" and they just found it. Mickey wonders what it is, to which the Doctor calls it a spatio-temporal hyperlink between them in the 51st century and Reinette in 1727; the Doctor then admits that he didn't want to say "magic door" because the phenomenon has no real name. The Doctor decides to explore further. He flips a switch on the mantle to rotate the fireplace into Reinette's bedroom, which is peaceful save for a rather loud clock. A startled Reinette informs him that though it has been mere seconds for him, for her it has been months since they last spoke. While inspecting the fireplace, the Doctor notices her mantle clock is broken and goes "Okay, that's scary". Reinette is puzzled that he is scared of a broken clock, but the Doctor points out that if the only clock in the room is broken, what's ticking? This draws Reinette's attention to the loud ticking noise, which is too big to be a clock according to the Doctor. He traces the noise to Reinette's bed and has a look underneath. He is attacked by a ticking creature in period dress. The Doctor notes that the creature has been scanning Reinette's brain and asks it why, but the creature only answers questions asked by Reinette. When the Doctor reinforces his demands with the sonic screwdriver, the creature advances in him and threatens him with a bladed appendage. The Doctor tricks the creature into returning to the space ship, where he freezes it with a fire extinguisher. Removing the period dress, the Doctor finds it is a clockwork android, with some beautiful interior assembly. It teleports away before the Doctor has a chance to disassemble it. He warns Rose and Mickey not to go looking for it, and returns to Reinette's bedroom. They go looking for it anyway. Back in Reinette's bedroom, the Doctor finds the girl is now a young lady. She flirts with the Doctor and they kiss, before she leaves to join her mother. The Doctor learns that Reinette's surname is Poisson and realises that she is destined to be titled Madame De Pompadour, mistress to King Louis XV and the uncrowned queen of France. The fact that he has just "snogged Madame de Pompadour" gives him great happiness as he returns to the future, watched by an extremely bemused servant. While complaining about Rose and Mickey wandering off, the Doctor remarks that there could be anything on the ship; round the next corner, he finds a horse, of all things. It has wandered in through one of the windows in history, this one leading to a garden where an older Reinette and her friend are discussing her relationship with the king. Meanwhile, Mickey and Rose find a camera with a human eye in it and a human heart wired into machinery before rejoining the Doctor and the horse at another window to history. The Doctor explains that the windows to Reinette's life are all over the ship. As they watch her flirt with the king through a mirror, he says that Reinette plans to become the king's mistress. "Bet the Queen liked her" Rose quips; to her surprise, the Doctor says Reinette and the Queen were good friends. Seeing Rose's shock, the Doctor tells her France is like a different planet. The Doctor spots a clockwork droid in the corner, crosses through the window and freezes it again with the extinguisher; this doesn't work for long though. He asks Reinette to order the droid to answer his questions, noting the droids will only do what she says. It identifies as Repair Droid 7 and the ship encountered an ion storm which caused 82% systems failure. Lacking the necessary mechanical parts, they cannibalised the crew and used their organic parts to replace damaged mechanisms. This was why Rose and Mickey saw a heart and an eye earlier, but the Doctor remarks that the droid was merely doing what it was supposed to; no-one thought to inform them that "the crew weren't on the menu". The droid says that they require a part of Reinette for the ship as "they are the same", but "she is not ready yet." Horrified, Reinette orders the droid to leave. Apparently taking this request literally, it teleports away. Rose and Mickey pursue it, taking the horse with them. Using his Time Lord abilities, the Doctor examines Reinette's mind, taking a look at her past. It's not long before the Doctor realises she is also looking in his mind at his lonely childhood. When he asks Reinette how she managed that, she says, "A door once opened may be stepped through in either direction." She invites the Doctor to "dance" with her, with him reminding her that she needs to "dance" with the king that night. Amused, Reinette tells him that she'll make the king jealous first. Meanwhile, back on the ship, Mickey is taunting Rose about the many women the Doctor knows, including the Egyptian Queen Cleopatra. She sees a Clockwork Droid coming up behind Mickey and tries to warn him, but he is seized by the droid, which injects him with something that knocks him out. Rose tries to aim her gun at the droid, but another appears behind her, grabs hold of her and pulls her down. She struggles but it will not let her up. It injects her and she falls unconscious. Rose awakens to find herself strapped to an operating table. Mickey, on a table next to Rose, has received the same treatment. The droids loom over them, threatening to dissect them for parts needed for the ship, and Rose and Mickey struggle and try to reason with them, but to no avail. Rose tries to intimidate them by revealing they are traveling with the famous Time Lord known as the Doctor, who can make even the Daleks feel fear. However, the Doctor appears, apparently drunk; "Oh look who it is, the oncoming storm" Rose snaps. The Doctor notes she sounds like her mother, before going about how he accidentally invented the Banana daiquiri a few centuries early. He goes on to explain that the droids are monitoring Reinette's "milometer"; apparently when she's thirty-seven and thus "complete", the droids will steal her brain to replace the broken command circuit of the ship. He then pours his glass of wine down a droid's head, revealing it's anti-oil: "if it moves, it doesn't." He stops the other droids with a lever on a nearby console. He deactivates the tables and the three of them escape. When the Doctor tries to close the gateways he finds that he can't — one of the droids is still in France. This droid sends a message to the droids on the ship; it found the right time in Reinette's life. The droids spring back to life, with the frozen one spurting the anti-oil out of it's systems. They teleport away, deadlocking the system to prevent the Doctor from stopping them. The Doctor sends Rose to warn Reinette that the droids will return to her some time after her thirty-seventh birthday. Mickey comes to inform Rose that the Doctor has found the correct time window. Reinette rushes into the space ship and hears her own screams from the future as the Doctor fixes an audio link to the window. Reinette decides to take the "slower path" and returns to France. Rose and Mickey return to the Doctor, who has discovered that the droids have sealed off the time window to prevent him following them. Mickey suggest just breaking through, but they would require a truck to smash through the combined hyperplex and plate-glass layers and in any case, if the mirror is broken it will destroy the time windows. Unfortunately, this is the only option and the Doctor uses the horse to break through the seal, breaking the connection between France and the ship. The Doctor explains to the droids that they are no longer needed. Seeing he is correct, they cease functioning, collapse to the floor and shatter. Meanwhile, back in the ship, Rose and Mickey realise that if the Doctor is trapped in France, they are trapped as well since they cannot operate the TARDIS. Mickey starts to panic, but Rose remains silent. On the other hand, the Doctor seems quite reconciled to taking the "slow path" with Reinette. As they sip wine and stargaze through a palace window, he muses about how he might earn money since he's "not going anywhere." It is Reinette who suggests that there might yet be a way back for him. She brings him to a room with a bed covered with flower petals and shows him the fireplace from when they first met. She had the same fireplace moved to Versailles. Because she moved the fireplace, the window was offline when the link broke so there is still a connection. Using his sonic screwdriver, the Doctor reactivates the link. He rides the rotating mantle back onto the ship as Reinette looks on sadly; a part of her had hoped he would be unable to do so. Once on the other side, the Doctor turns back to look through the fireplace at Reinette. He tells her to pack a bag and pick a star - if she wants to join him, he will take her wherever she wants to go. "Give me two minutes," he tells her before hurrying to find Rose and Mickey. After quickly greeting his very relieved companions and rushing them into the TARDIS, the Doctor turns back to get Reinette. However, when he rides the mantle around again, she is nowhere to be found. Searching for her, he instead finds the now much-older king. While it had been two minutes for the Doctor, it had been years for Reinette. The king tells the Doctor that he's "just missed her; she'll be in Paris by six." The words seem innocuous enough, but the king's tone hints that she has not just gone on a simple trip. In a low voice, he states that she had always hoped to see the Doctor again, and he hands the Doctor a letter she had written to him. The king then draws the Doctor's attention to the window and they both watch a hearse take Reinette away "for the last time"; tragically, she has died. As understanding dawns upon the Doctor that she is truly gone, he is obviously deeply affected. Despite the king's query about the contents of the letter, the Doctor silently slips it into his pocket to read when he is alone. He leaves without another word. Once back in the TARDIS, the Doctor tries to act nonchalant. When Rose questions him about why Reinette was singled out, he shrugs it off as the ship's damaged computer getting "confused" and moves to the TARDIS console, calmly shutting down the rest of the time windows. Despite his business-as-usual demeanour, Rose senses that he is in pain. When she asks him if he is alright, he looks her in the eye and claims he is "always alright." He manages a small smile before looking away again, but he is fooling no one. By this point, even Mickey can see that all is not well. In order to allow the Doctor some time alone, Mickey suggests that Rose show him around the TARDIS and leads her away. In a laboratory, Dr Kendrick examines a humanoid metal form and declares, "It's alive", and his wheelchair-bound boss, John Lumic, expresses his pride in this achievement. However, Dr Kendrick warns him that they must tell the authorities in Geneva about their new development, as this is a new form of life. Lumic orders his new creation to kill the luckless doctor, which it does. Lumic then tell his staff to set sail for Great Britain. Meanwhile, Rose and the Tenth Doctor are laughing about a prior adventure when the Doctor notices that Mickey is holding a control. The Doctor says he can let go. As Mickey indignantly asks if he was forgotten, the Doctor protests that he was calibrating. Suddenly, there is an explosion and the TARDIS crashes. The entire console room suffers a blackout and all its mechanisms shut down. Gas masks drop down from the ceiling, triggered by the possibility the artificial atmospheric generators have failed. While the trio recovers from the nasty landing, the Doctor dreads to believe what has happened. The TARDIS has fallen out of the Time Vortex. Worse, he declares the TARDIS is dead. If it has perished, it cannot be fixed, and as the only TARDIS in existence, the TARDIS species is extinct. Rose asks where they've landed, thinking it has to be somewhere. The Doctor tells Rose, "We fell out of the vortex, through the void, into nothingness. We're in some sort of no place. The silent realm. The lost dimension." They've crashed in the Void, beyond the universe from which the TARDIS draws energy. Mickey rushes outside to find they've arrived in what turns out to be London in a parallel universe: almost, but not quite, the same. There are zeppelins in the sky, the population use advanced EarPods instead of mobile phones, and Rose's father Pete is alive and a very successful businessman, marketing a health drink called Vitex. The Doctor manages to find a small part of the TARDIS which is still alive, and gives 10 years of his life to help his ship regenerate. Since this will take around 24 hours, he reluctantly agrees to let his companions explore the parallel Earth, but he chases after Rose to persuade her not to seek out her 'father'. One of the powerful players on this Earth is John Lumic, owner of Cybus Industries. Lumic is obsessed with the extension of life through cybernetics, since he is confined to a wheelchair by a fatal condition. His latest experiment, a human "upgrade", is nearing completion, and Lumic has one of his scientists killed for raising ethical objections. He has his henchmen round up bands of homeless people and take them to the Cybus factory at Battersea Power Station to "upgrade" them. He also later has a meeting with Pete Tyler and the President of Great Britain, the latter of whom refuses to allow Lumic to carry on his experiments. Knowing that the President will be attending Jackie Tyler's birthday that night, Lumic accesses the security arrangements and house plans in Jackie's mind via her EarPods and orders a new batch of upgrades be created. The Doctor and Rose discuss Mickey, and Rose tells the Doctor that he was raised by his grandmother after being abandoned by his parents until she died a few years earlier after tripping down the stairs. As the two realise that they take Mickey for granted, they witness a crowd pause as the EarPods they wear download information directly into their brains, and this advanced technology piques the Doctor's interest. The EarPods are manufactured by Cybus, who also own Pete's company, Vitex. The Doctor decides to attend Jackie Tyler's birthday celebration, since the President and many other high profile guests will be there and he may be able to find out more about the Pods. Mickey has been left to his own devices, and so seeks out his grandmother, Rita-Anne Smith, and has an emotional reunion with her. He finds that, like Pete, she is still alive, but is puzzled when she calls him "Ricky". He is then suddenly abducted from Rita's doorstep by two people in a blue van, Jake and Mrs Moore, who take him back to their base where they meet Ricky, Mickey's counterpart from this universe. The three of them are the "resistance", a team who have been investigating Cybus' abductions of homeless people with the help of an inside agent. Their contact has just advised that a group of "upgrades" is leaving the Cybus factory. The resistance head off to tail the Cybus truck, taking Mickey with them. Disguised as catering staff, the Doctor and Rose infiltrate the party, but before they can find out anything useful Lumic's "upgrades" arrive, and the Doctor recognises them as "Cybermen". They smash their way into the house and kill the President before rounding up the rest of the guests to be upgraded into Cybermen themselves, while killing those who resist. Rose, the Doctor and Pete manage to get outside, where they meet up with Mickey and the others, but Ricky and Jake's guns are useless against the Cybermen, who surround them. The Doctor tries to surrender, claiming he volunteers for the upgrade, but the Cybermen refuse; as "rogue elements", they are to "perish under maximum deletion." As the Cybermen close in for the kill, the Tenth Doctor uses the charging TARDIS power cell hidden in his hand, sending tendrils of energy which disintegrate the cyborgs. Mrs. Moore drives up in the Preachers' van and shouts for them to get in. The Doctor and the others are climbing in, but Pete wants to go back for Jackie. When the Doctor tells him she is dead, however, he reluctantly gets in the van. Rose also is torn about going back in, but the Doctor reminds her that this Jackie is not her mother, and the group make their escape from the rest of the Cybermen. Inside the house, Jackie Tyler is trapped helplessly behind the basement door as the invading Cybermen patrol her mansion. In the Preachers' van, the Doctor tells Mickey that the power cell will recharge in about four hours. Pete reveals that he is actually "Gemini", the source of the Preachers' inside information on Lumic. He only joined Lumic to feed information to the Security Services, but instead got the Preachers. Ricky also confesses that he is indeed London's "most wanted" — but for parking tickets. The Doctor then grimly promises them that, "This ends tonight!". Meanwhile, Lumic is inside Battersea Power Station, in the cyber conversion factory. Pleased and ready to begin his next plan, Lumic broadcasts a signal via the EarPods throughout London. In the city streets, the population is suddenly stopped by the signal and Lumic takes them under his control. They all walk slowly towards the factory to be converted into Cybermen. In her house, Jackie's EarPods also become controlled and she too walks towards the factory. At the factory, Mr Crane takes his EarPods off. The Cybermen begin stalking the streets as the city is sealed off; the Doctor and the others have arrived amidst this and Rose suggests removing the EarPods from the entranced, but the Doctor warns her that this would be too dangerous as it would cause a "brainstorm"; he goes on to express disgust at the human race's willingness to let themselves be taken over. Jake and Ricky see that the Cybermen are everywhere, taking the people to their lair. When asked, Pete tells the Doctor that Lumic's base of operations is at Battersea and that the Cybermen were born out of the dying Lumic's obsession with prolonging his own life no matter the cost. Rose recognises the Cybermen from the head she saw in Henry van Statten's museum. The Doctor confirms that the Cybermen in their universe began on a small planet like this, and then swarmed across the galaxy. The group decides to split up to increase their chances of getting out of the city. Ricky and Mickey will head in one direction as Mrs Moore and the others go in the other. Fleeing from the advancing Cyber army, Mickey and Ricky match each other's personalities before splitting up. Elsewhere, the Doctor, Mrs Moore, Pete and Rose also run from the Cybermen. Whilst hiding around a street corner, the Doctor uses his sonic screwdriver to send a Cybermen platoon away. However, in the process of fleeing, the Cybermen catch up with Ricky while he is climbing a fence, Mickey on the other side. They grab him by the foot and electrocute him as Mickey watches in horror from the other side. Ricky drops to the ground, dead, as Mickey gazes at the Cybermen with anger. He flees to tell the others. Inside the factory, Crane is brought before Lumic for his seeming treachery. Lumic states that he thought Crane was a trustworthy ally but Crane claims that his EarPod malfunctioned and requests an upgrade. However, this is only a ruse to get him close to Lumic's wheelchair, and when he is close enough, Crane grabs Lumic's vital breathing apparatus and damages it badly, causing Lumic to go into shock. The Cybermen quickly come to his aid and electrocute Crane, but the damage has already been done. The Cybermen say he must be converted, but Lumic says he will upgrade with his last breath. The Cybermen automatically move his chair into a conversion room. Near the river, the team all meet up beneath a bridge when Jake states that the Cybermen are everywhere. Suddenly, Mickey arrives and tells them of Ricky's demise; Jake reacts with a mixture of grief and anger, turning on Mickey. The Doctor says that they can mourn Ricky when London is safe, but for now they move on. The team walk up a hill, viewing Battersea Power Station from across the river, and see Lumic's zeppelin moored on the roof. The Doctor states that the whole of London has been sealed off, and the entire population is being taken inside there — to be converted. They must get inside the factory and shut it down. Mrs Moore calls up a schematic of the factory, which shows old cooling tunnels that lead beneath it. Pete suggests another way in: through the front door, using dummy EarPods provided by Mrs Moore. Rose demands to go with Pete, even though to successfully infiltrate the building neither of them must show any emotion. The Doctor relents, and thinks of a third way, to sabotage the EarPod transmissions so the people do not walk to their deaths like sheep. He tells Jake to take out the transmitter, which the Doctor, using the sonic screwdriver, determines is on the zeppelin. The Doctor and Mrs Moore will enter the factory from below, through the cooling tunnels. The group then are about to set off, when Mickey realises that, once again, he has not been assigned a role, and complains about being the "tin dog". Mickey says he will go along with Jake, despite Jake's resentment at his survival. Ultimately, however, Jake lets Mickey go with him, and the Doctor wishes him luck. The Doctor and Mrs Moore enter the cooling tunnels, which they find are filled with hundreds of inactive Cybermen. He tells Mrs Moore to move carefully and keep an eye out for any trip devices. Meanwhile, outside the factory, hundreds of Cybermen patrol the area as thousands of hypnotised citizens walk inside to be converted. Amongst this, Rose and Pete retreat behind some barrels and place the EarPods upon their ears. They then successfully join the line of humans entering the factory and manage to fool the Cybermen they walk past. Meanwhile, Mickey and Jake make it to the mooring station on the roof. The zeppelin is guarded by two hypnotised guards. Jake wants to kill them, but Mickey makes him realise that if he does, there's no difference between him and a Cyberman. Jake then shows Mickey several knock-out drops provided by Mrs Moore that should prove effective. They launch upon the guards and render them unconscious with the drops. The two then climb into the airship. Below, Mrs Moore and the Doctor move through the cooling tunnels. Mrs Moore tells the Doctor that she used to work for Cybus Industries, until one day she read a file that she was not supposed to on the mainframe. As a result she was hunted by Lumic and went on the run, eventually finding the Preachers. She also reveals that her husband and two children think her dead and that her name is not really "Mrs Moore". She took that from a book, assuming the alias to bolster the impression that she had died and to protect her family. Her real name is Angela Price, but she makes the Doctor promise not to tell a soul. However, they do not notice a red light flashing at their passing. Inside the factory control room, two Cybermen notice an alarm in the tunnels. They activate the stored army to remove the intruders. Inside the tunnels, the hundreds of Cybermen suddenly awake and the Doctor and Mrs Moore quickly escape just in time through a hatch which the Doctor seals behind them. "Oh good team Mrs Moore", says the Doctor happily. In the main conversion area of the factory, Pete and Rose move towards the conversion chambers, keeping an eye out for Jackie. The conversion machines activate as many unfortunate humans walk inside and they swoop down, with sharp cutting equipment, and the human's brain is removed and put into a Cyberman. Rose and Pete watch as a woman is converted. Suddenly, a Cyberman approaches them, identifying Pete. To Pete and Rose's horror, it reveals that it was once Jackie Tyler. Pete shouts out that this is impossible but the Cyberman confirms this, stating that Pete worked with Cybus Industries and must be rewarded — by force. Rose and Pete are captured and taken to Cyber Control as the Cyberman that was once Jackie fades back into the mass of identical steel creatures. On the bridge of the zeppelin, Jake and Mickey search for the transmitter controls, and find what seems to be an empty Cyberman shell. They dismiss it and continue to look. In the tunnels, the Doctor and Mrs Moore meet a Cyberman, which she quickly deactivates with an EMP bomb. The Doctor opens the chest of the downed Cyberman, finding bits of an organic nervous system and an emotional inhibitor. The Doctor explains that if the Cybermen realised what they had become, they would go insane. The Cyberman stirs, and with its inhibitor broken, it remembers that it was once a bride-to-be named Sally Phelan. The Doctor apologises, and eases her into death with the sonic screwdriver. The Doctor realises this is the solution: if they could find the cancellation code for the inhibitor and feed it throughout the system, the shock of realising what they are would probably kill the Cybermen. He hesitates at the thought of this, but Mrs Moore convinces him that they have to do this before they kill anyone else. Suddenly a Cyberman appears from behind and kills Mrs Moore with electricity. Two more appear. The Doctor is outraged but the Cyberman's only response is to note his alien biology; his binary vascular system registers as an "unknown upgrade." The Doctor is to be taken to the factory's central command to be studied further. On the zeppelin, Mickey finds the transmitter control behind a steel plate, but there is no way to cut through it. Jake suggests setting the autopilot of the ship to crash and then escaping. Mickey begins to hack into the ship's systems, but activates a silent alarm in the process. The Doctor is brought to Cyber Control where he meets Pete and Rose, who tell him of Jackie's demise. The Doctor asks where Lumic is, and a Cybermen tells him that Lumic has been upgraded into a superior Cyberman model — the Cyber-Controller. A wall slides back and reveals what was once Lumic, now a specialised Cyberman with glowing eyes and a transparent brain case, seated upon a mechanical throne. "This is the Age of Steel and I am its creator," he triumphantly states to the Doctor, Pete and Rose. The Cyberman on the zeppelin comes to life in response to the silent alarm and tries to kill Mickey and Jake. Mickey goads the Cyberman into punching him, ducking out of the way at the last second so it punches through the steel plate protecting the transmitter control instead. Electricity crackles through the Cyberman's body and it falls at the same time the transmission is cut off. The humans in the factory snap out of their trances and see the conversion machines above them. They begin to flee, screaming, flooding past the Cybermen trying to stop them. In Cyber Control, the Doctor hears the cries and realises that his friends have succeeded. However, the Cyber-Controller refuses to admit defeat, saying that he has factories around the world, and if he cannot use the EarPods, the conversions will take place by force. Knowing that Jake and Mickey are observing through a monitor in the zeppelin, the Doctor stalls Lumic, challenging his assertions of an emotionless utopia. The Doctor points out that Lumic is creating a world without imagination, emotion and creativity and that with such thinking humanity will cease to progress. Lumic may have an army, but he is forgetting about the ordinary people, and even an ordinary person — some "idiot" — can save the world. Mickey, listening, realises the Doctor is referring to him and is dropping hints about finding a code that will shut down the emotional inhibitors. Mickey picks up on this, and searches the Lumic database to decrypt the code, which he sends to Rose's mobile phone. The Doctor points out to Lumic that in his drive for technological dominance, he made his systems able to interface with anything. The Doctor proves this by plugging Rose's phone into the console, sending the code across the Cyber system. All over the factory, the Cybermen's inhibitors shut down; they see each other and realise what they have become, overloading from the emotions they start to feel. The Cybermen begin to malfunction and collapse, some even exploding. As one Cyberman catches sight of what it has become in a reflective surface, the Doctor solemnly tells it, "I'm sorry." The Cyber-Controller calls out to the Doctor in the horror of what is happening to his fellow Cybermen, all his creations, demanding to know what he has done. The Doctor retorts that he has given the Cybermen back their souls, and he, Rose and Pete run out of the control room as the factory begins to be consumed in fire and blows up from the inside. All the exits are blocked by the crazed Cybermen and the Doctor realises there is no way out. Despite Jake's urgings, Mickey refuses to leave the others behind. He calls Rose and tells her to make for the roof. Rose, the Doctor and Pete retreat up the stairs as the factory explodes all around them. In the midst of the flames, the Cyber-Controller, displaying pure rage at the destruction of his creations, frees himself from the chair and goes on a rampage after the Doctor. Mickey meanwhile, lowers a ladder from the zeppelin for the Doctor and the others. As the Doctor, Rose and Pete climb upward, escaping the factory's destruction, the ladder is suddenly jerked by a great weight — the Cyber-Controller climbing up after them. The Doctor throws Pete his sonic screwdriver and tells him to use it on the rope. Pete says that this is for Jackie Tyler and cuts the ladder. The Cyber-Controller falls down from the zeppelin and is consumed by a huge fireball which rises up from the burning factory, presumably destroying him. Pete, Rose and the Doctor keep hold of the remaining ladder as the zeppelin fades away into the night. The Doctor returns to the TARDIS with the fully charged power cell and restores power to the ship. Outside, Rose tries to persuade Pete into boarding the TARDIS but he refuses. She tries to explain about parallel universes and that she is his daughter, but Pete is unable to handle this information and leaves to tell the authorities about Lumic and the other factories. The Doctor says they have only five minutes of power and have to leave. He tells Jake Mrs Moore's real name, asking him to find her family and tell them how she died saving the world. However, Mickey announces he is staying. This world lost its Ricky, there are other Cybermen factories to destroy, and his blind grandmother needs looking after. Rose promises that they will come back and see him, but the Doctor reminds her that they only arrived in this parallel universe by accident, and when they leave they must seal the crack in time, meaning they can never come back. The Doctor gives Mickey Rose's mobile phone, telling him to get the code out there and wishes "Mickey the Idiot" luck. Rose and Mickey reminisce about their childhood and how they wondered what they would do with their lives, never imagining they would be travelling to the stars. They share an emotional farewell, and Rose tearfully returns to the TARDIS, which dematerialises before Jake's astonished eyes. The TARDIS rematerialises in Jackie Tyler's flat. Rose breaks down in tears upon seeing her mother alive, and hugs her tightly. Jackie wonders where they went, and asks the Doctor where Mickey is. The Doctor simply responds that Mickey has "gone home." On the parallel Earth, Mickey tells Jake that he does not intend to replace Ricky but be his own man. They can remember him by fighting in his name. Mickey wonders if there is a Cyber-factory in Paris, and suggests they go liberate the city. Jake is sceptical that they can do that with the two of them in a van. Mickey tells him there is nothing wrong with a van. After all, he once saved the universe with a big yellow truck. Inside the Magpie Electricals shop, the proprietor Mr Magpie realises his business is broke as the television behind him finishes its broadcast for the day. Shortly after, a red lightning bolt hits the antenna over the shop. The television comes alive with the TV announcer's face and calls to the dozing Magpie. Within a few seconds the image on the screen lashes out with an energy beam, absorbing Magpie's face. The Tenth Doctor and Rose land in Muswell Hill, London, in 1953, yet expecting to be in New York. Dressed in an Elvis Presley mode, they expect to attend a performance of the Ed Sullivan Show. However, the different skyline, a red double-decker bus, and a Union Flag tell them that, actually, they are in northern London on the eve of Queen Elizabeth II's coronation. By chance, the Doctor witnesses a person covered in a blanket being abducted by men in black. The Doctor and Rose hop on a scooter and race after the car. The car passes through a gated doorway which slams shut and a market stall moves in front of the gate, making it look like a dead end. The Doctor and Rose arrive shortly after, mystified by the car's disappearance. Meanwhile, Magpie has gone back to his shop and talks with the TV announcer, telling her that he has completed her instructions, before begging her to go away and leave him alone as her presence makes his insides and memories hurt. But she mockingly scoffs at his plea, and tells him that the time is almost ripe, finishing with the comment "cometh the hour, cometh the man or lady." Rose and the Doctor decide to investigate the abduction: posing as royal inspectors, with the help of the Doctor's psychic paper, they arrive at the home of the Connollys, where Mr Connolly has bullied his family into ignoring Gran after her face was stolen. The Doctor convinces Rita Connolly to bring him to Gran. As the Doctor examines Gran, two men burst into the house, knock out the Doctor and hustle Gran away. The Doctor gives chase, but Rose stays behind. She notices the television set is giving off electrical sparks. Later at the dump site, the Doctor finds people whose faces have been stolen locked in a cage. As they begin to surround him, the investigators shine a light into the cage. Rose reads the name on the television's tag: Magpie. She heads for the television shop where Mr Magpie, who seems to be extremely stressed, tries to get her out the door before the Wire is alerted to her presence. Rose insists on asking Magpie about the televisions he's selling. The announcer appears on one of the TV screens, looking to Rose like a broadcast was being played, but the image declares it is sentient by telling Rose its name is the Wire — and it's hungry. The Wire begins sucking Rose's brainwaves and face into its television as Rose desperately pleads for help. Magpie only apologises, claiming Rose brought it upon herself. Detective Inspector Bishop begins to interrogate the Doctor, but the tables are turned as the Doctor asks him questions he can't answer. He convinces the DI that he can help. As Bishop begins to share information, an agent brings in another victim, much to the Doctor's horror: Rose. They return to Florizel Street. The Doctor and Bishop ask Tommy what happened with Gran the night her face was stolen; she was watching television. The three head to Magpie's shop, but Magpie is gone. The Doctor discovers a handheld portable TV, which should not exist yet on Earth. He also discovers the televisions in the shop are holding the people's missing faces, silently calling out for help. On one of the screens is Rose's face, calling over and over for the Doctor. Magpie enters, and the Doctor demands to know who is really in charge. The Wire appears, briefly turning the black-and-white television to colour, telling the Doctor that it was executed by its own people, but fled to Earth, where there is enough mental energy for it to reconstitute its physical form. The Doctor wonders when this will be and the Wire cryptically says her "crowning achievement", causing Bishop to realise that it plans to feed while people watch the coronation. The Wire then begins to feed on Bishop, the Doctor and Tommy Connolly. It revels in feeding off the Doctor, calling him "delicious" and declaring that it will have "lashings of him". However, the Doctor is able to stop the Wire by brandishing the higher alien technology: his sonic screwdriver. Realising the Doctor is a fellow off-worlder, the Wire stops its feeding after completely draining Bishop, but not the Doctor and Tommy. The Wire transfers itself into the portable TV and orders Magpie to take it to Alexandra Palace. Magpie climbs the antenna and plugs the TV into the tower. It begins to suck the energy from the coronation viewers. The Doctor comes to, and with Tommy's assistance quickly assembles a device. They race to the TARDIS to pick up one more part then run to the Palace's broadcast centre. The Doctor orders Tommy to keep the device he's plugged in to the broadcasting system operating no matter what. Grabbing a spool of wire, he heads for the top and begins to climb the tower. Magpie is at the top, begging the Wire to stop the pain in his head, as it promised him peace after its physical reconstitution. Complying with Magpie's wish for peace, the Wire incinerates him with a bolt of electricity. The Doctor reaches the Wire, grabbing the portable television, and tells the Wire that it wasn't smart to take a shot at Magpie, as it has overexerted itself. The Wire tries to fry the Doctor using the tower as a conductor, but the soles of the Doctor's shoes are rubber, keeping him safe. The Doctor attaches the wire he's been trailing to the portable, but a fuse shorts and the machine Tommy is keeping an eye on stops. The Wire taunts the Doctor, for now it will be able to live again. Tommy quickly changes the fuse and the machine operates again. Screaming in horror, the Wire is transferred from the portable into a Betamax cassette the Doctor built with parts from the TV shop. The Doctor jokes he made the home video over 30 years earlier than it should have been. Elsewhere, all of the Wire's victims have regained their faces and minds and are released from holding. The Doctor reunites with Rose on Tommy's street, which is now throwing a party to celebrate the coronation. Rose asks the Doctor what he'll do with the Wire trapped in the tape. The Doctor explains that he'll use his unrivalled knowledge of transtemporal extirpation methods to neutralise the residual electronic pattern. Confused as to what the Doctor means, Rose asks him to dumb it down. "I'm gonna tape over it," the Doctor explains. As a gift for helping him, the Doctor gives Tommy the keys to his scooter, telling him to wait until he's old enough to drive. At the same time, Mr Connolly is being kicked out by his wife for only thinking about his family's status over their well being. Tommy is glad that his father is going, but Rose tells him even an idiot like Mr Connolly deserves a second chance. Tommy runs off to talk to his father. The Doctor and Rose toast with orange juice and enjoy the party. The TARDIS materialises inside a "Sanctuary Base" meant for deep-space expeditions. The Tenth Doctor and Rose discover the words "Welcome to Hell" written above lines of unknown characters scribbled on the station wall. The Doctor says that it must be incredibly old, as the TARDIS is unable to translate it. After a slight misunderstanding when first meeting the Ood, a docile race of empathic servants who work on the station, the travellers meet the crew of the base, led by acting Captain Zachary Cross Flane. An earthquake occurs and they all have to take cover. The crew is introduced to Science Officer Ida Scott, Head of Security John Jefferson, trainee maintenance officer Scooti Manista, and archaeologist Toby Zed. They are on an expedition on an anomalous planet in orbit around a black hole, K37 Gem 5. The Doctor realises that it is impossible for the planet, which is called Krop Tor, to be in geostationary orbit around the black hole, as it should be pulled in like the star systems around it are. He calculates that it would take a phenomenal amount of power (a power source with an inverted self-extrapolating reflex force of six to the power of six every six seconds) to generate the huge gravity field stabilising its orbit. The field extends out as a distinct gravity funnel into clear space, which allowed the expedition a way in to the planet. The funnel is not a natural phenomenon, and the crew is drilling ten miles underground to the core of the planet in hopes of finding the power source and using it. The origin of the power source is an ancient civilisation that had been on Krop Tor, and the inscription on the wall is a transcription of fragments found on the planet during their drilling. The Doctor soon discovers that storage sections 5 to 8 had collapsed as a result of the earthquake-like tremor they had experienced moments after their arrival, dropping the TARDIS, which had been in Storage 6, into a crevice. With no resources to divert the drilling, Rose and the Doctor are stranded. Ida offers to put them on the duty roster. The crew goes back to their duties. Toby begins to hear a voice addressing him. An Ood tells Rose that the Beast awakens to make war against God. A horned image is displayed out of the corner of Zach's eye and the computer system tells Danny, "He is awake." The voice speaks to Toby, and the symbols from the pottery he was holding appear on his skin. He passes out. Ida opens the window so they can watch as the remains of the Scarlet system are swallowed by the black hole. Rose can't call her mum, as there is no signal on her superphone for the first time. She and the Doctor talk about the future until Rose's phone rings to tell her, "He is awake." They go to ask Danny about the Ood. Danny attempts to reassure them, showing a telepathic field monitor, which goes up to Basic 30, a reading six times normal. The Ood respond to, "He is awake" with "and you will worship him." Toby wakes with red eyes and symbols all over his face. Meanwhile, Scooti goes to Toby's room to drop off paperwork, but finds his room empty. While she puts the paperwork on the desk, the computer announces the opening and closing of Door 41, an airlock. Concerned, she rushes to the airlock, where the computer confirms that the door opened and closed. The computer cannot tell who went outside and says no spacesuit was taken. Through a window she sees Toby in the winds on the barren planet's surface, without a spacesuit, although there is no breathable air. Toby turns around to look at her and with a gesture cracks the glass between them, Scooti tries to run towards Door 40, but it will not open. The glass shatters and alarms blare as air begins rushing out of the base. Scooti is dragged away, screaming as she loses her grip. The base begins to shake violently and Zach orders them to evacuate the affected section. Danny, Rose, the Doctor, Jefferson, Ida, and two security guards all rush to the nearest safe corridor. Jefferson pulls a clear skinned, pale eyed Toby through last, then closes the door, sealing the breach. Zach then asks if everyone was all right. Jefferson then reports that everyone is accounted for except Scooti. Jefferson then calls for Scooti on his radio. However, he gets no answer. Zach then tells them she is alright and that her biochip located her in Habitation 3. Jefferson and Ida sigh in relief. They then go down to search for Scooti while the Doctor and Rose tend to Toby. When Toby, Rose, and the Doctor enter the habitation they find the searchers looking frantically. Ida is calling all the habitations looking for Scooti. Jefferson then reports that Scooti is still missing while Zach continues by saying that her biochip says she is in Habitation 3. Then the Doctor sadly says he found her. Scooti is floating outside in the vacuum. Jefferson reports her death to Zach. Ida then goes over to the control to close the overhead, saying Scooti was only twenty years old. Scooti floats away towards the black hole, spinning as the door closes. Jefferson recites a verse from "Horatius," a poem by Thomas Babbington Macaulay: "And how can man die better/ Than facing fearful odds/ For the ashes of his fathers,/ And the temples of his gods." Ida realises that the drill has stopped, meaning they've managed to drill down to the core of the planet. Nonessential Ood are to be confined. The Doctor talks Zach into letting him volunteer for the mission to investigate. He and Ida journey down the mine shaft and into a massive cavern with ancient giant sculptures along its walls. They head for the power source, guided by sensor readings, and find a large circular disk set in the floor of the cavern, which the Doctor suspects is a trap door of some sort. Meanwhile in the base, Danny calls from where he is monitoring the Ood to report that the Ood's telepathic field has risen dangerously to Basic 100. Basic 100 is high enough to induce brain death, but they are obviously still alive. Ida reports the edge of the massive door is covered in the ancient symbols and they ask Toby if he's translated any. Toby says he knows what it says, and he looks up at Jefferson and Rose through red eyes in a symbol covered face. He says they are the words of the Beast. He continues to speak, then taunts Jefferson before the symbols flow from his face to the Ood. Toby faints, and the different groups of red eyed Ood begin to speak and advance. They identify themselves as the Legion of the Beast and recite his verses as they begin to advance on the crew members. The security guard with Danny is electrocuted by a translator ball. Danny runs. In the other chamber, Jefferson, Rose, and their guard retreat. The Doctor and Ida stand before the sealed metal door on the cavern ground. Rocks fall as the ground shakes, even to the base above, and the sections of the door fall apart and slide open to show a black chasm. Zach reports they're losing orbit, as the Ood back Rose's group into a door that won't open. The Doctor and Ida run back to the edge of the chasm as a voice calls out, "The pit is open, and I am free!" As the Doctor and Ida look down, malevolent laughter echoes. The three Ood advance towards Jefferson, his guard and Rose. Jefferson gives the order to open fire on the Ood, killing them. In the control room, Zack announces that the planet's orbit is stabilising around the black hole again. Danny reaches the others, warning them that the rest of the Ood are on their way. The pursuing Ood kill the female guard with a translation sphere before Jefferson opens fire again. Zack finds himself trapped in the control room, as Jefferson reports that he is low on ammunition. Zack himself only has a bolt gun with a single bolt left. Jefferson recommends "Strategy 9"; Zack agrees, and tells him to get everyone together. To Rose's relief, the Tenth Doctor and Ida manage to contact the base. The Doctor reports that the seal on the mysterious door is open, but nothing seems to have come out of the pit, which appears bottomless. Zack orders Ida and the Doctor back up because of Strategy 9, but Ida is reluctant and asks the Doctor what he thinks. The Doctor muses about the curiosity he and humans feel about going down into the pit, but notes that the Beast said he was "the temptation" — perhaps that curiosity is what the Beast is relying on. The Doctor suggests they retreat. Jefferson cocks his rifle on Toby, but Rose stops him from killing the now normal-looking and terrified archaeologist. Whatever it was possessing him, they saw it pass from Toby to the Ood. Toby cannot remember much of what happened, but believes it was the Devil. Down below, Ida explains that Strategy 9 is to throw open the airlocks while everyone else is safe in lockdown; the Ood will be sucked out into the vacuum. However, as they prepare to be brought up in the lift, the power fails. The Beast, speaking through the Ood, takes control of the viewscreens. To the Doctor's question as to which Devil he is, given that there are so many religions, the voice answers that he is all of them. The Beast explains that the Disciples of the Light defeated him and chained him in the pit for eternity, before the creation of this universe. The Doctor retorts that this is impossible, but the Beast tells them that they know nothing. He begins to speak to each of them in turn, playing on their secrets and hidden fears and insecurities: to the Doctor, he refers to the Time War, calling him the "killer of his own kind", and ominously predicts that Rose will soon die in battle. The humans begin to panic. The Doctor tries to calm them by reminding the group of the strengths of the human race, demonstrated by their defiance of conventional belief in even making it to this impossible planet, and pointing out that they are united while the Beast is alone. As if in response, the lift cable snaps, and the Doctor and Ida barely get away before its ten miles of length collapses on top of the capsule, severing communications. They are stuck down there, with just fifty-five minutes of air left. Ida decides to rig up the loose cable so she can explore the pit, but the Doctor tells her that he will go down, not her. With the power loss, Zack is unable to implement Strategy 9. Meanwhile, the Ood are trying to break through the sealed doors to reach the humans. Rose rallies them, getting them to think of a way out. Zack reroutes energy from the rocket to restore half power. Danny comes up with a way to disable the Ood: broadcasting a telepathic flare that will reduce their telepathic field to zero, disrupting their brains. However, this can only be done from the central monitor in Ood Habitation. The only access from where they are is through the airless maintenance shafts below the base, but Zack can extend the oxygen field to follow them through the tunnels. Danny creates and stores the flare programme on a memory card and they scramble down into the tunnels just as the Ood break through the door. Zack directs them towards their goal, aerating each section and decompressing the previous one before they can go through. However, the Ood are also in pursuit. Jefferson stays behind to hold them off, but is too slow in reaching a junction before it is sealed. Knowing that there is nothing Zack can do to prevent his death, Jefferson requests that the oxygen be removed quickly so he can die before he is killed by the Ood. Zack does this, and Jefferson's life signs wink out on the monitor. However, the humans have little time to grieve, as the next section is also filled with Ood, and the others have to scramble up into the corridor above. The Ood almost reach Toby, but suddenly his eyes turn red, like when he was possessed by the Beast before. He places his finger on his lips signalling the Ood not to attack him or reveal his secret. The Ood pause, allowing Toby to be rescued by Rose and Danny, who did not notice the momentary change. As the others reach Ood Habitation, the Ood break through into the control room, and Zack holds the bolt gun on them. At the last moment, Danny manages to activate the flare; the telepathic field drops to "Basic Zero", and the Ood grab their heads and collapse. Zack joins them back at the mine shaft. Meanwhile, the Doctor continues his journey into the darkness of the pit. He tells Ida how the Devil crops up on so many planets in so many religions — perhaps that is what the Devil is, in the end: just an idea. The line finally runs out, with still no bottom in sight. Preferring exploration to waiting for death, he decides to detach the cable and fall the rest of the way, despite Ida's pleas that she does not want to die alone. Reassuring her, the Doctor falls and vanishes into the shadows just as the others regain communications with Ida. Rose is grief-stricken when Ida tells them that the Doctor has fallen. Zack tells Ida that there is no way to get to her, and Ida understands. All they can do is abandon the base and make sure no one comes back here. Rose wants to stay as well, but Zack renders her unconscious and carries her along; he has lost too many people. They make their way to the rocket past the bodies of the Ood, which are beginning to stir, their telepathic field reasserting itself. Down below, the Doctor awakens. The faceplate of his helmet is smashed, but he discovers that he can still breathe; an air cushion must have supported his fall. Rose regains consciousness just as the rocket begins to launch. Despite her protests, and even when she threatens Zack with his bolt gun, Zack tells her that it is too late to turn back. Toby seems unusually amused that they have escaped, and when Rose begins to question the relative ease with which they managed to escape the planet, given the various ways the Beast could have killed them, he reprimands her questions with uncharacteristic viciousness. The Doctor finds ancient drawings on the walls depicting the story of a battle against the Beast, its defeat and subsequent imprisonment. The drawings also depict two double-handed jars, which are standing on separate pedestals some distance apart in front of him. He touches them and they light up, illuminating a section of the cave. The Doctor comes face to face with a gigantic demon chained to the cavern wall, complete with caprine head and humanoid body. The Beast who previously communicated with the Doctor was intelligent and vocal, but the creature now towering before him appears to be little more than animalistic in nature. The Doctor deduces that what he is seeing is only the physical form — the mind, the idea of the Devil, has departed. The Doctor also realises, piecing it together from various clues, that the planet was the perfect prison: if the Beast had ever freed itself, the gravity field keeping the planet balanced would collapse, and the planet would fall into the black hole. The air was not provided by the Beast, but its jailers, so the Doctor could stop its escape by destroying the prison and thus the planet. However, the Beast had prepared for this. The loss of the gravity field would also mean the rocket would fall into the black hole, sacrificing Rose. However, the Doctor tells the Beast's body that the Beast's plan implies that Rose is a victim. The Doctor adds that he has seen a lot of the universe, and various beings calling themselves gods, but out of all that, if there is one thing he believes in, it is her. With that, he smashes the jars, causing the gravity field to collapse. The rocket shakes, turns and begins to be dragged into the black hole along with the planet. The body of the Beast writhes, flames bursting from its skin. On the rocket, the runes appear across Toby's skin as the Beast takes full possession of him. He breathes fire and angrily defies death, ranting that "nothing will ever destroy me". Rose grabs Zack's bolt gun and aims it at the cockpit's front window. Saying, "Go to Hell," she fires, shooting out the glass. As the air rushes outward, she unbuckles Toby, who is immediately blown into space towards the black hole (into nothingness). Zack raises the emergency shield, but they are still falling towards the black hole. In the base, as the planet now hurtles towards the black hole, the Ood, now free from the Beast's control, huddle together nervously. Near the pit, Ida slowly falls to the ground, the last of her oxygen exhausted. As he stumbles away from the Beast's burning body, the Doctor finds the TARDIS in the collapsing cavern. The rocket crew watches the planet vanish, and brace themselves for death. Suddenly, everything becomes still, and to Zack's amazement, the rocket turns and heads away from the black hole. To Rose's delight, the Doctor's voice comes over the speakers, telling them that the TARDIS is towing them away. The Doctor was also able to pick up Ida — who would be fine aside from a little oxygen starvation — but unfortunately had no time to save the Ood. The Doctor and Rose are joyfully reunited in the TARDIS once the rocket reaches clear space. Back on the rocket, Rose asks the Doctor what the Beast really was, and the Doctor replies that whatever it was, they beat it, which for him is enough. He assures Rose that when the Beast said she would die in battle, he lied. Before the TARDIS dematerialises, Ida asks who they are, and the Doctor tells her, "The stuff of legend." Heading back to Earth, Zack dictates the final report of Sanctuary Base 6, recording the names of those who died with honours, beginning with Toby and continuing with every Ood that served on Sanctuary Base. An awestruck young man sheepishly approaches the Doctor's TARDIS to find the Tenth Doctor and Rose tackling a Hoix in a warehouse. The Doctor asks the man if they have ever met before. He panics and runs away. The young man, a typical Londoner by the name of Elton Pope, narrates his story via his video camera. He introduces himself and tells how, when only three or four years old, he came downstairs one night to find a strange man in his house: the Doctor. Elton was caught up in the massacre by the Autons. A year later he watched as an alien ship crashed into Big Ben. Following another alien invasion last Christmas Day, Elton looks for information on the strange goings-on and finds a photo of the Doctor, looking exactly as he did all those years ago. He meets Ursula Blake, who posted the photo on "My Invasion Blog" and believes his story about the Doctor. Ursula introduces Elton to her friends Bliss, Bridget Sinclair and Mr Colin Skinner. They have all heard of the Doctor and meet regularly to discuss their findings. Despite the name Elton coins for them (London Investigation 'n' Detective Agency, or LINDA), they soon become more of a social group, helping each other through their problems and enjoying each other's company. That all changes with the arrival of Victor Kennedy, an evidently wealthy gentleman who doesn't touch people because of a skin condition. He also wishes to find the Doctor, and takes over LINDA, forcing the members to work harder. Bliss vanishes. Elton tracks down the Doctor and then panics and runs away. Victor is furious, but decides to change plans: they will look for Rose. Elton locates Rose's mum Jackie with surprising ease. He visits her often, supposedly to do odd jobs but really because Jackie finds him attractive. One night Jackie tries to seduce Elton, but a phone call from Rose brings her to her senses. Elton feels ashamed of using her and realises that he loves Ursula. When Jackie finds a photo of Rose in Elton's jacket, she rounds on him and tells him to leave. She says bitterly that no one has any interest in her. Elton tells Victor he's ruined LINDA and that the three remaining members are leaving, noting that Bridget has gone, just like Bliss. He asks Ursula out to dinner, but Mr Skinner stays behind as Victor offers to help him find Bridget. Ursula forgets her phone. When they return for it they find Mr Skinner has disappeared and Victor has transformed into a corpulent green alien — the Abzorbaloff, as Elton calls it. The Abzorbaloff reveals he's absorbed Mr Skinner. He is now on its belly. Bridget has been absorbed into his back. Elton asks where Bliss is. The sound of Bliss straining to say something comes from within the Abzorbaloff who takes his weight off one of his buttocks, allowing her to tell Elton, amidst the rumble of flatulence, that he doesn't want to know. The Abzorbaloff wants to find the Doctor for the ultimate feast. Ursula grabs the Abzorbaloff's cane and threatens to beat him with it unless he returns the LINDA members to their former states. The Abzorbaloff seems genuinely terrified and begs for mercy. Ursula hesitates, which proves fatal as the Abzorbaloff grabs hold of her arm. A single touch is all that is needed for a victim to be absorbed. Elton watches in horror as Ursula is fused into the Absorbaloff's body, her face ending up on his chest. Elton begs for Ursula to be returned, but the Abzorbaloff says that her original form is gone forever. He taunts Elton about the feelings Ursula had for him, which the Abzorbaloff now has access to. Ursula can also access the Abzorbaloff's thoughts. She yells for Elton to flee. He's next to be absorbed. Elton runs, the creature chasing after him, until the TARDIS appears. An angry Rose has come to confront Elton about upsetting her mother, while the Doctor questions the Abzorbaloff about his home planet, which turns out to be Clom, surprisingly the twin planet of Raxacoricofallapatorius. The Abzorbaloff tells them of his scheme to lure in the Doctor to absorb him for "a delicious feast". Before he can consume Elton or the Doctor, the absorbed members of LINDA distract him. Ursula tells Elton to snap its cane. This destroys the limitation field that maintained its integrity. The Abzorbaloff dissolves into liquid and seeps into the ground along with the people absorbed by it. The Doctor explains to the distraught Elton that on the night they first met, he was hunting a living shadow which had escaped its home dimension. He caught it, but not before it had killed Elton's mother. Elton muses that meeting the Doctor is fraught with danger and notes that for a while he had a special group of friends, a group that was destroyed thanks to the Doctor. Elton now understands that death and destruction are what happens to one that touches the Doctor's world, and can't help but wonder how long until Rose and Jackie pay the price. However Elton also understands that it wasn't the Doctor's fault and that he did save Elton one last time: with the sonic screwdriver, he restored Ursula partially. She now exists as a face in one of the paving stones where the Abzorbaloff had melted. The pair have found some happiness despite their ordeal, and Elton comments that he now knows the meaning of Stephen King's quote: "Salvation and damnation are the same thing." He ends on a positive note, saying that the world isn't all it seems — it's better. The TARDIS materialises on Dame Kelly Holmes Close on the day of the opening ceremony of the 2012 Olympic Games. On the street, concern is divided between preparation for the Games, as the torchbearer will pass by on the final leg, and the continued disappearance of children from their garden. Rose also meets a ginger cat who walks into a cardboard box and disappears. Cars break down on the street. A council worker, Kel, states this has been happening all week. The source of the problems is a small girl named Chloe, who can make people disappear by drawing them. Wandering down one of the estate streets, Rose hears a noise from one of the garages and decides to investigate. As she opens the door a round, a fuzzy Scribble creature flies out, hitting Rose square in the face. Rose swats at it helplessly. The Doctor arrives and deactivates it with the sonic screwdriver. He deduces from residual energy and the carbon of the scribble that had attacked Rose that the problem is alien in origin. By talking to Chloe, he learns the disappearance is related to the Isolus, an alien life-form with four billion siblings, who had befriended Chloe; she has had a troubled childhood and an abusive father. The Doctor warns that the Isolus is desperate for love too, and will use the billions of people watching the Olympic opening ceremony to replace its family. The Doctor returns to the TARDIS and locates the Isolus pod in the Close. However, a frantic Chloe draws the TARDIS and the Doctor, trapping them both in one of her sketches and forcing Rose to try to find the pod herself. She rationalises that the pod is located on the hottest spot on the street, and is able to dig it up with a pickaxe (to Kel's protestations). Meanwhile Chloe has caused the entire crowd at the Olympic stadium to disappear and is now set on making everyone in the world disappear. Rose realises she needs to offer the pod heat and emotion, which she does by throwing the pod towards the torch, following a clue the Doctor left in the drawing of himself. As the missing children start to reappear, and Rose realises that so will the demon-like drawing that Chloe had made of her father. Rose and Chloe's mother calm Chloe enough to destroy him. However, the Doctor does not reappear like everyone else, worrying Rose. As the torch-bearer approaches the Olympic Stadium, he staggers, but the Doctor suddenly appears, completes the run and lights the Olympic Flame. The heat of the flame and the emotion of the crowd power the pod, allowing the Isolus to return home. As the Doctor and Rose walk off to watch the Games, Rose remarks that however hard "they" attempt, nothing will ever split up the two of them. However, the Doctor does not seem so sure, as he surmises that a storm is approaching. Rose Tyler narrates how her life changed when she met the Doctor, who showed her the universe, taking her on a journey she thought would last forever. Then came the army of ghosts, Torchwood, and the war. This is the story of how it all ended, and how she died. The TARDIS materialises in a playground on the Powell Estate to visit Jackie Tyler. Jackie is overjoyed to see both Rose and the Doctor, but causes Rose concern when she says that she is expecting Rose's grandfather, Grandad Prentice, to come by any minute. Rose explains to the Doctor that her grandfather has been dead for ten years. However, true to Jackie's word, a blurred, ghost-like figure appears in her kitchen at ten past the hour. Outside, the Doctor and Rose witness more ghosts, walking among ordinary people, who are going about their daily lives calmly despite the manifestations around them. Jackie says that the ghosts will not be around long — the mid-day "ghost shift" only lasts a couple of minutes. At twelve past, somewhere else in London a white-coated technician pulls back a huge lever and the ghosts fade away. A blonde woman, Yvonne Hartman, steps out of her Torchwood Institute office and states that they measured the "ghost energy" at five thousand gigawatts, and congratulates her staff. In Jackie's flat, the Doctor watches various television programmes such as Ghostwatch, EastEnders, and Trisha, which reveal that the ghost phenomenon is international, and that people have accepted it as a regular occurrence. Jackie explains that it started about two months ago. At first, there was panic, but then people realised that they were spirits of their departed loved ones. Jackie says that the ghost she calls her father smells like the cigarettes he used to smoke, but Rose says she smelled nothing. Jackie says that she has to make an effort, and the Doctor notes that the more they want it, the stronger it gets. The ghosts are using peoples' desires and beliefs to press themselves into existence. At Torchwood Tower, Hartman contacts Dr Rajesh Singh over the Bluetooth earpieces all personnel wear, asking him if he registered any reaction. Singh replies negatively, and reports that their most sophisticated instruments have not been able to read anything off "the Sphere", a large bronze globe floating above him. According to their readings, it simply does not exist. He reaches out to touch it, but an invisible barrier stops his hand. Two Torchwood workers, Adeola and Gareth, make a clandestine romantic rendezvous. Gareth suggests a secluded location, which is off-limits as it is apparently an area under renovation, but Adeola hesitates. However, when Gareth goes silent, she goes into the section to look for him. As she draws back a curtain, a Cyberman lunges at her and she screams. The Doctor, singing the Ghostbusters theme, assembles a device to determine the ghosts' origin by triangulation. Rose asks if the ghosts might be related to the Gelth but the Doctor replies negatively; the Gelth were simply coming through the Rift, whereas the ghosts are forcing themselves into existence across the world. He sets up the device in the playground, while Rose monitors the energy levels in the TARDIS. At Torchwood Tower, Hartman cues for the next ghost shift, just as Gareth and Adeola return to their desks, each wearing two Bluetooth earpieces instead of one, the lights on the devices flickering actively. Jackie, in the TARDIS, comments that Rose has changed a lot. Jackie wonders what will happen to Rose when she is gone and if she will keep travelling, and changing, until she is no longer Rose Tyler, or even human. The Torchwood machines power up, and the ghosts begin to appear as before. The Doctor traps a ghost within his device, looking at it through 3-D glasses and demanding to know where it comes from. As he adjusts the controls, Torchwood picks up the signal, and Hartman orders the ghost shift closed down. The Doctor has managed to locate the energy source required for the ghosts' appearance but Torchwood has also traced the interference to the Powell Estate. A CCTV camera shows an image of the TARDIS, and Hartman recognises it. The TARDIS dematerialises, with Jackie an unwilling passenger who warns the Doctor that she will kill him if they end up on Mars. Hartman, seeing this, realises the Doctor is on his way, and runs off excitedly. The TARDIS materialises in a Torchwood Tower loading bay, and is surrounded immediately by armed guards. Telling Jackie and Rose to stay inside, the Doctor emerges with his hands raised. Hartman rushes in and to the Doctor's surprise, begins to lead the squad in applause. Hartman greets him warmly, and seems to know a good deal about him, including the fact that he travels with a companion. The Doctor reaches back into the TARDIS and pulls Jackie out, introducing her as "Rose", who unfortunately stared into the heart of the time vortex and aged fifty-seven years (despite Jackie telling the Doctor and Hartman that she is only forty). Rose stays hidden in the TARDIS, watching them through the TARDIS scanner. Hartman welcomes the Doctor to Torchwood, bringing him around and showing him the advanced technology they have captured from alien ships and reverse engineered, all in the name of protecting the British Empire. She explains the Institute's motto: "If it's alien, it's ours," demonstrating it by carting the TARDIS away to a corner of the basement. The Doctor is shocked at Hartman's blatant arrogance and disregard for alien life, especially when she reveals that the Jathaa Sunglider stored in the room was shot down by them and its weapon system was what destroyed the Sycorax on Christmas Day. Adeola lures another worker, Matt, over to the work area, where she tells him to go towards a mysterious red light. He vanishes behind a plastic curtain and screams as sparks fly and saws whir. He returns to his post later with an extra earpiece. Meanwhile, Hartman reveals that the Doctor was written into the original Torchwood Foundation charter in 1879 as an enemy of the Crown. After his encounter with Queen Victoria and the werewolf, the Queen created the Torchwood Institute to keep Britain great and protect it against the alien horde. The Doctor is their prisoner, but he will be kept comfortable; Hartman hopes that Torchwood will learn a lot from him. Hartman leads the Doctor to the room with the Sphere, which the Doctor studies with the 3-D glasses before identifying it as a void ship, a hypothetical craft for travelling through the nothingness between parallel universes. That space was called "the Void" by the Time Lords; the Eternals called it the Howling; others call it Hell. When Singh asks how they can get into the Sphere, the Doctor tells them that they should not — they should send it back where it came from. Hartman explains that the void ship came through to Earth and the ghosts followed in its wake. She shows the Doctor where it came through, at a location opposite her office; when they fire particle engines at the spot, the breach opens. They detected the spatial disturbance as a radar black spot years before, and built Torchwood Tower to reach it, hoping to harness its energy. The public at large know the skyscraper as part of Canary Wharf. The Doctor berates Hartman for trying to make the breach bigger, and warns her to cancel the next shift. He explains, using a piece of glass as a demonstration, that when the sphere came through, it cracked the surface of this dimension. The ghosts have been bleeding through the fault lines, walking from their world to this one. However, too many ghosts and (breaking a piece of glass) the surface will shatter. When Hartman insists on going through with the shift anyway, the Doctor abruptly changes gears, casually sitting to watch it happen. Hartman, disconcerted, stops the countdown, conceding that it may be prudent to get more intelligence. However, once they go into Hartman's office, Adeola, Matt and Gareth restart the countdown. Meanwhile, Rose leaves the TARDIS and, picking up a stray laboratory coat, makes her way to the room with the void ship. There she uses the psychic paper to get through the door. When Singh questions her, she tries to bluff her way with the psychic paper; however, all Torchwood personnel have received basic psychic training and he sees it as blank paper. Singh calls for security and tells his assistant Samuel to check the locks. To Rose's surprise, "Samuel" is Mickey Smith, who signals Rose to keep quiet. Hartman notices the ghost shift programme powering up, but despite her orders, the three workers continue their work. As the power rises, the void ship activates, shaking the whole room. The Doctor recognises that the workers are being controlled through the earpieces; he apologises, and uses the sonic screwdriver to disrupt the signal. The three cry out and collapse; Jackie accuses the Doctor of having killed them, but he replies that they were already dead. The Doctor removes one of Adeola's earpieces, and, to her disgust, Hartman sees a long string of nerve tissue dangling from it, indicating it was connected straight to her brain. The ghost shift is now at ninety percent. The Doctor traces the control signal to the work area and he and Hartman rush there, not hearing Singh's communication about the void ship, whose existence is beginning to register on Singh's instruments. The doors to the void ship room seal, locking in Rose, Mickey and Singh. Mickey, more confident than he once was, assures Rose that they have beaten them before and they will beat them again. At the work area, the Doctor, Hartman and two soldiers investigate in the corridor location where the three employees were "turned" and they find themselves surrounded by the advance guard of Cybermen. Mickey tells Rose that the Cybermen were nearly beaten on the parallel Earth but they somehow escaped, finding a way to this world — despite the Doctor's pronouncements that this travel was impossible. The Cybermen lead the Doctor and Hartman as prisoners back to the breach, where they kill the technicians trying to shut the programme down. A Cyberman with black handlebars on its helmet (the Cyber-Leader) orders the ghost shift be increased to one hundred percent. All around the world, the ghosts shimmer into full existence, revealing themselves to be Cybermen. Worldwide panic ensues as the Cybermen march across the face of the planet, killing people and breaking into homes. Hartman calls it an invasion, but the Doctor notes it is too late for that — it is a victory. In the void ship room, the sphere begins to open up. Mickey pulls out a large rifle from its hiding space and aims it toward the ship, expecting some sort of Cyber-Leader variant to emerge. The Doctor asks the Cyber-Leader about the void ship, claiming that the Cybermen do not have the necessary technology to build one. To the Doctor's horror, the Cyber-Leader confirms that the sphere is not theirs and they do not know its origins. It broke down the barrier between worlds, and they merely followed. As Singh, Rose and Mickey watch in horror, a black Dalek and three gold Daleks emerge from the void ship, along with a mysterious device. The black Dalek approaches the three humans; it announces the location as Earth, that lifeforms have been detected, and gives the order to exterminate, a command echoed by the other Daleks. Dr Singh, Mickey Smith and Rose Tyler are trapped in a sealed room within Torchwood Tower as the four Daleks who have emerged from the void ship approach them, with a vaguely Dalek-shaped artefact following. As they cry out their intent to exterminate, Rose surprises them by calling out their name. She approaches the black Dalek and offers to tell them how she knows about the Daleks and the Time War if they keep them alive, with Mickey and Dr Singh playing along. The black Dalek decides that they are necessary and asks about the status of the artefact — which it calls the Genesis Ark. It orders the awakening to begin (Dalek Jast proceeds to monitor the Ark) and declares that the Ark must be protected above all else. The black Dalek, then asks which one of the three is least important. Rose refuses to answer, but Dr Singh volunteers, knowing he is of no importance compared to the two time travellers. They ask him to kneel down and say they need to know everything they can. Dr Singh begins to respond but they say that speech is not required. Dalek Sec, Dalek Thay, and Dalek Caan place their plungers around his skull and stretch his brain. A few minutes later, his mutilated corpse drops to the floor. Rose yells at the Daleks that they didn't need to kill him, but they state they didn't need him alive either. The Cybermen hold Jackie Tyler, Yvonne Hartman, and the Tenth Doctor hostage. The Cyber-Leader demands to speak to the world leader. Yvonne tells the leader they don't have one, and the Cyber-Leader tells her they have one now. It interrupts all television to make a message in which it promises to convert all humans into Cybermen. There appear to be Cybermen in every home on Earth, and Cybermen are said to be on every landmass. However, despite the call for surrender, the British Army mobilises and soon fighting and fire have spread across the whole of London (and by implication other places as well), with both sides taking losses. The Cyber-Leader is confused that humanity hasn't surrendered, to which the Doctor angrily snarls that mankind are not taking instructions; the Cybermen are "on every street, you're in their homes, you've got their children! Of course they're gonna fight!" The Cybermen then notice other lifeforms in the building and send Cyber units Ten-Six-Five and Ten-Six-Six to the Void Room to investigate. At the same time, the Daleks notice lifeform readings and send Dalek Thay to investigate. The Cybermen and the Dalek meet in the corridor outside the Void Room. The Doctor, Jackie, Rose and Mickey can see them both through video transmissions and the Doctor is visibly horrified to see the Dalek. The Cybermen ask that the Daleks identify themselves and the Daleks demand the same. Neither comply and there is a stand-off, which Mickey describes as "Stephen Hawking meets the Speaking Clock". The Daleks accidentally slip up when Dalek Thay says that "Daleks do not take orders", but recognise the Cybermen, comparing them to their own universe's Cybermen. The Cybermen and the Daleks exchange insults until the Cybermen offer to form an alliance with the Daleks to overtake Earth, and eventually upgrade the universe, together. The Dalek refuses and the Cybermen open fire to no avail and are easily exterminated. The Cyber-Leader warns Dalek Sec that he declared war on the Cybermen, to which he replies, "This is not war, this is pest control!" Dalek Jast then spots the Doctor on the screen, and the Daleks register him as an enemy, but fail to recognise who he is exactly. Dalek Sec recognises that Rose's heartbeat has increased, causing Mickey to say, "Yeah, tell me about it!" The Daleks demand to know who the man on the screen is. Rose tells them who he is and the Daleks move back terrified. Rose is amused that five million Cybermen are easy, but one Doctor has got the Daleks scared. After a brief conversation with the Doctor about Rose's safety, Jackie is dragged away to be upgraded along with Yvonne Hartman. The Doctor promises he will save Jackie and get her out alive before she is taken away. The Cyber Leader comments that the Time Lord is proof of how emotions weaken humans. The Doctor agrees, but then says that he quite likes hope, and in that instant a team with guns suddenly appear and destroy all Cybermen in the Breach Room. The leader reveals himself to be Jake Simmonds. The Doctor is shocked to see him here, since he is from a parallel universe. Jackie tells Yvonne that what is happening now is Torchwood's fault and she has brought death and destruction to the Earth. Yvonne is taken away, as she tries to remind herself that what she did was for 'Queen and country'. The Cybermen sense that the Cyber-Leader has been killed and begin to download his files into another Cyberman unit. This gives Jackie the chance to escape down the stairwell. Meanwhile, the Doctor tells Jake that they cannot just hop from one universe to another. Jake shows the Doctor the disc-shaped devices they developed with their world's version of Torchwood, and before the Doctor can stop him, Jake transports the two of them. Jake explains that they found out what the parallel Torchwood was doing and the People's Republic took control. As the Doctor asks Jake to take him back, Pete Tyler steps out of the shadows, telling the Doctor that this is their world and for once, he is going to listen. Dalek Thay returns to the Sphere room, suggesting that they should concentrate on the Genesis Ark before attempting to battle the Cybermen. Dalek Sec orders the Daleks to begin the awakening and all four Daleks attach the ends of their manipulator arms to four spheres which are positioned on the Ark's four sides. Pete explains that they tried sealing up the Cybermen in the factories, but other people argued that the Cybermen were still people and needed help. As the debate went on, the Cybermen infiltrated the parallel Torchwood, found the Doctor's universe and vanished. The sheer mass of five million Cybermen is why it took them three years to cross while individuals could pop across in a second. Mickey reveals to Rose that he has one of the dimension-jumping devices, but it can only transport him, saying the Daleks won't need him or Rose. Rose proceeds to wonder aloud why the Daleks would build something they couldn't open (having realised that the Daleks need a time-traveller's touch to open the Ark). Dalek Sec, having overheard the conversation, declares that the Daleks did not build the Ark, stating it is of Time Lord design, claiming the Ark is the last remnant of Time Lord society (other than the Doctor and the TARDIS). When Rose asks what is inside, the Dalek only replies enigmatically, "The future." Pete shows off his world, where Great Britain is apparently enjoying a Golden Age, and where Harriet Jones is President. However, ambient temperatures are rising and the ice caps are melting. Pete correctly surmises that it has to do with the breach; the Doctor confirms that every time someone crosses over damage is done, and if it keeps up both worlds will fall into the Void. Pete believes the Doctor can close the breach, but when the Doctor says that doing so will leave the Cybermen and Daleks on his world, Pete replies that he is only interested in protecting his Earth. The Doctor points out there is a parallel Jackie who is still alive but Pete says that there are more important things at stake and asks the Doctor to help them. Revitalised by Pete's faith in him, the Doctor agrees to help. The Doctor, Pete and Jake cross back. The Doctor calls up Jackie on her mobile phone, telling her to keep a low profile in the stairwell. The Doctor takes Jake's rifle and modifies it so it can affect polycarbide, the skin of a Dalek. He then surrenders a "very good idea" unto the Cybermen (using a piece of white A4 paper on a stick in place of a little white flag) and the two sides work together. Dalek Sec demands that Rose activate the Ark, threatening Mickey's life. Rose steps forward to do so, but gleefully tells the Daleks how she met the Dalek Emperor and used the time vortex to turn him to dust. The furious black Dalek is about to exterminate her for this when the Doctor appears in the doorway. The black Dalek asks how the Doctor survived the Time War. The Doctor says that he did that by fighting on the front lines, whereas these Daleks fled. Rose tells the Doctor that these Daleks have names, a fact which the Daleks confirm by declaring each of their names respectively: Dalek Thay, Dalek Sec, Dalek Jast, and Dalek Caan. The Doctor realises that these four Daleks are members of the Cult of Skaro, a secret order above even the Emperor. The Cult's purpose was to think as the enemy thinks, to find new ways of killing, including daring to take on individual identities. When Mickey asks the Doctor about the Genesis Ark, the Doctor replies that he does not know what it does; both sides had secrets. Dalek Sec gloats that Time Lord science will ensure the supremacy of the Daleks, and orders the Doctor to open the Ark. The Doctor laughs off the suggestion and produces his sonic screwdriver. He explains that, while it cannot kill, wound, or maim, it is very good for opening doors, a fact he demonstrates by using it to explosively open all the doors leading into the sphere chamber. The Cybermen enter and open fire on the Daleks using the modified energy rifles, temporarily disrupting Dalek Thay's shields and weapons and giving the Doctor and humans time to escape. However, the Daleks quickly adapt and regain control of their weapons and return fire without mercy, concentrating their attacks on the Cybermen. As the Doctor and the humans rush out of the chamber, Mickey is knocked into the Ark by a damaged Cyberman and his hand presses against its surface. After the Daleks easily exterminate the Cybermen, the Ark is primed, steam gushing from the bottom vents, but Dalek Sec says that it needs a space of thirty square miles to activate. The Daleks begin to escort it out of the chamber. The Doctor and the humans retreat towards the stairwell. Mickey apologises for his slip-up, but the Doctor tells him that he did them a favour because the Daleks would have destroyed the Sun in an attempt to open the Ark by force. Jackie is found by two more Cybermen who lurch forward to capture her for upgrading but are shot from behind by Pete, with the Doctor, Rose and Mickey following him. Jackie and Pete see each other for the first time and have an awkward exchange as their parallel counterparts are dead. Although Pete tries to rationalise that Jackie is not really his wife, the two end up running into each other's arms and embracing. The Daleks and the Ark move into the Torchwood storage area, battling another force of Cybermen. Some human soldiers break in and add to the chaos. The Doctor stumbles into the area as well, grabbing two magna-clamps before leaving. As the Daleks blast their way through all opposition, the new Cyber-Leader calls for reinforcements. Dalek Sec overrides the roof mechanism, and elevates upward with the Ark. As the Doctor and the others watch, the Ark opens above London and starts spinning, disgorging Dalek after Dalek. The Doctor realises that the "Time Lord science" Dalek Sec referred to was the fact that the Ark is bigger inside than outside: the Ark is a prison ship, containing millions of Daleks. As hundreds of Daleks line up in aerial formation, an army of heavily armed Cybermen appears and attacks the Daleks. The Daleks and Cybermen begin fighting all over the world, with the human race caught in the crossfire. Pete believes the situation to be hopeless, and prepares to escape back to his world while offering to take Jackie along with him. The Doctor, however, is more optimistic. Wearing his 3-D glasses, he explains that it allows him to see that everything that has crossed the Void between universes has picked up background radiation from it: "Void stuff". Since the Daleks and Cybermen have been hiding in the void, they will be saturated in it and will be pulled back into the Void if he re-opens the rift, which will then collapse in on itself and seal the breach between worlds. Rose, however, points out that they are covered in "Void stuff" too. The Doctor explains that he will open the breach here, but if Rose and the others go back to Pete's world, they will be safe. The Doctor will hang on to the magnetic clamps so he will not be pulled in. Rose realises that if the breach seals she will never be able to return, and refuses to leave the Doctor despite the prospect of never seeing her mother again. While Rose and Jackie argue about who is leaving, the Doctor and Pete slip the devices around their necks and Pete transports them all across. However, Rose reactivates her device and returns, telling the Doctor she will never leave him. Pete stops Jackie from returning too, telling her that every time they cross the breach they damage both worlds. Rose sets all the coordinates on the Void controls to six on the Doctor's instructions. As the Cybermen climb the stairs intending to use the breach to retreat to and retake Pete's world, they are met by a Cyberman with a female-sounding voice, that of Yvonne Hartman. She declares that they shall not pass and shoots them with an energy rifle. As she repeats that she did her duty for Queen and country, a tear of oil leaks from the duct below her left eye. The Doctor and Rose fix the magnetic clamps on the walls. When they open the breach, Dalek Sec senses the breach is active, deduces the Doctor is behind it, and sends a squad of four Daleks to exterminate him. Rose and the Doctor pull the levers, activating the breach, holding on as tightly as possible to the clamps. Outside, the Daleks released from the Ark and even the Ark itself are drawn towards Torchwood Tower and are rapidly sucked into the breach. The Cybermen, still firing at the Daleks, are also pulled upward into the sky. However, Dalek Sec (along with the rest of the Cult) initiates an emergency temporal shift and escapes. The power lever on Rose's side begins to shift to the off-line position, threatening to abort the process while there are still Daleks left. Unable to reach her lever while still holding on, Rose lets go of her clamp to do so. She pushes the lever back up and power is restored, but Rose is left clinging on as the void tries to consume her. The Doctor yells at her to hold on. As the last of the Daleks fall into the breach, Rose can no longer hold on and lets go, flying towards oblivion. The Doctor screams in anguish, but at the last moment, Rose is saved by Pete who materialises in front of the breach, grabs her and vanishes again. The breach ripples, and seals itself leaving Rose trapped in Pete's world. On the parallel world, Rose beats the wall, sobbing hysterically, as Pete notes that his device no longer works. On both sides of the breach, the Doctor and Rose lean against the wall, resting their cheeks against it for a moment. The Doctor then walks away sadly, alone. Some time later, Rose has a dream where she hears the Doctor's voice calling her. Rose, Jackie, Pete and Mickey follow the voice to fifty miles outside Bergen, Norway, on the coastline of Dårlig Ulv Stranden, roughly translated to Bad Wolf Bay. There, an image of the Doctor appears; he tells her that he found the last of the breaches, and is transmitting the signal by using the TARDIS to harness the power of a supernova, commenting that he is burning up a sun to say good-bye. Rose tells him that he looks like a ghost, and the Doctor increases the image of himself to maximum projection — making it look as if he is really standing there, but he regretfully tells Rose that he is still just an image, and that she cannot touch him. With only two minutes left, the two share their final farewell. Rose tells the Doctor that her mother is three months pregnant. At first, Rose jokes that she is now back working as a shop girl, but then reveals that she is with the parallel Torchwood, which has re-opened, as they could use her expertise with aliens. The Doctor smiles proudly and says, "Rose Tyler: Defender of the Earth." The Doctor tells Rose that she is officially listed among those that died on that day. Rose tearfully asks the Doctor if she will ever see him again, and the Doctor replies regretfully, "You can't." Breaking down, Rose asks what the Doctor will do, and he says he will go on, alone. Weeping, Rose tells the Doctor she loves him. As it is his last chance to do so, he begins to reply, "Rose Tyler" but his image fades. Rose, still in tears, turns and runs back into Jackie's arms. In the TARDIS, the Doctor stands for a minute, lips still parted, about to mouth the word "I" and a single tear rolls down each cheek. He takes a deep breath to help him regain his composure, and regretfully starts to work the console again. Suddenly, he looks up to see a woman in a wedding dress standing in the console room. Dumbfounded, all the Doctor can repeat is, "What?", as the bride demands sharply that he tell her where she is and "what the hell" the place is. Donna Noble prepares to walk down the aisle to her waiting groom, Lance Bennett, in her Christmas Eve wedding. Halfway down the aisle she is surrounded by a golden glow. Screaming in horror, she dissolves into a cloud of energy that goes flying up through the ceiling. In outer space, the Tenth Doctor is orbiting a supernova and has finished his farewell to Rose Tyler when he looks up to see Donna in the TARDIS. He is flabbergasted as to how she ended up in the TARDIS. While he gets increasingly confused as to how somehow got inside in flight, Donna becomes equally angry and confused as to what's going on. Donna is irate at being stolen from her wedding and blames the Doctor, demanding answers. She thinks her friend Nerys got her back with an elaborate prank. She yanks open the doors and finds herself staring out into deep space. Shocked back to her senses, she realises the Doctor is an alien and what she is seeing is real. The Doctor cannot figure out how she gained entrance to the TARDIS, and Donna demands that he return her to the church. She gives VERY detailed information as to where it is, since the Doctor is an alien. She spots Rose's shirt and accuses him of having abducted other women. The Doctor tells her it belongs to a friend, but "she's gone". The Doctor tries to get to the church in Chiswick, but accidentally lands the TARDIS near Oxford Street. Donna calls him a Martian, then storms out of the TARDIS. She then sees that the outside is smaller, going into shock again and rushes off. The Doctor rushes after her, telling her to go back; however, she is too weirded out to want to. The Doctor then notices that it's December 24, 2008; he wonders why she chose to get married today. Donna tells him that she hates Christmas and plans to honeymoon in Morocco. Donna tries to get a taxi, but the taxi drivers believe that she is dressed for a fancy dress party, drunk and a drag queen in that order. She goes to a payphone, which the Doctor zaps with the sonic screwdriver to work. Donna calls her mother, telling her frantically where she is; the Doctor goes to get her money for a cab. However, .the Doctor notices familiar masked Santas. They are the robotic scavengers from the previous year's Christmas, levelling their weapons disguised as band instruments at him. He distracts them by using his sonic screwdriver on the ATM to make it spit out money, causing a crazed rush from the nearby crowd. He goes off in search of Donna and finds her taking off in a cab, its driver yet another of the robotic Santas. Donna quickly realises her cab is not taking her to the church, and finds the Doctor has engaged the TARDIS in pursuit of the cab on the highway, watched by two astonished children in the back of a car. The Doctor urges Donna to jump from the taxi to the TARDIS, which she is reluctant to do and asks if the woman he lost trusted him. The Doctor confirms this and tells her to jump, which is echoed by the children watching from their car. Donna, after some hesitation, jumps into the Doctor's arms and the TARDIS spins off into the sky with the children cheering it off. Though Donna is out of danger for the moment, the endeavour has put a considerable strain on the TARDIS and the Doctor cannot use it for some time, saying that she doesn't do much flying despite being a spaceship. The Doctor gives Donna a bio-damper to stop the Santas tracking her and tries to learn more about her. After finding out she missed the Sycorax's attempted invasion the previous Christmas (she was asleep with a hangover). She even missed the whole Cyberman invasion in Doomsday because she was scuba diving in Spain. He then learns she works at a security firm called H.C. Clements, where she met her husband-to-be, Lance. The Doctor takes Donna to her reception, where Lance is dancing with Nerys. Donna is shocked and furious that her friends and family are having the wedding reception without her, and begins to argue with her mother and family. The shouting continues until Donna bursts into tears — with a big wink to the Doctor. The party continues, and during the dancing the Doctor spots a woman with long blonde hair and is upset as she reminds him of Rose. He then borrows a mobile phone to look up H.C. Clements. He learns the firm is, or rather was, owned by the Torchwood Institute. The wedding photographer's video footage shows Donna was infused with Huon particles, a source of energy that hasn't existed for billions of years. The Doctor realises that Huon particles cannot be masked by a bio-damper. He grabs Donna and they run outside to find the hall surrounded by the Santas. He realises that the Christmas trees are rigged as well, and the ornaments fly explosively at the crowd, causing havoc and injury. Using the sound system at the reception and his sonic screwdriver, the Doctor shakes apart the roboforms and traces their control to a star-shaped spaceship hanging above the city, then loses its signal. The Doctor asks Lance to take Donna and him to H.C. Clements, learning that after Torchwood One's dissolution in the Battle of Canary Wharf, someone else took control of the company; Donna has no recollection of it, claiming she was in Spain, even when the Doctor mentions that there were Cybermen in Spain as well. The Doctor finds a basement level not on the floor plans and the three go there, finding themselves in a long tunnel that leads to the Thames Flood Barrier. The Doctor discovers a laboratory where Huon particles have been manufactured and stored in liquid form. The Doctor determines Donna is saturated with them. The stress of her wedding day made the particles catalyse and activate, pulling her into the TARDIS. There is an immense hole in the floor of the room. The Doctor surmises it was dug by Torchwood's laser technology and extends to the centre of the Earth. As they explore, a Empress of the Racnoss|half-humanoid, half-spider teleports into the lab. The Doctor recognises it as one of the Racnoss, a race thought wiped out billions of years ago by the Fledgling Empires in the Dark Times. The Racnoss calls herself the Empress. She has fashioned a large web above the pit, where the body of H.C. Clements still hangs. As the Doctor talks to the Empress, Lance sneaks behind it with an axe, threatening to strike, until they both start laughing and he reveals he has been working with the Empress. He had spiked the coffee he gave to Donna every day with Huon particles to mature in her so the Empress can use their energy to regain her ancient power. However, as the Doctor and Donna are targeted by the roboforms under the Empress' control, the Doctor reverses the particle activity with a vial of liquid Huon particles he'd collected earlier. This causes the TARDIS to materialise around them so they can escape; the Roboforms open fire, but the TARDIS shrugs off the shots and dematerialises. The Empress is not thwarted. With the knowledge gained by dosing Donna, she knows how to achieve the same result with Lance. She begins to force feed him the Huon liquid while trapping him in her web. The Doctor takes the TARDIS to the creation of the Earth to learn why the Empress has dug into the core of the planet. He tempts the distraught Donna into looking, and they find a Racnoss spaceship is the actual core of Earth, the rest of the planet forming around it. Were the Empress to use the Huon particles, she would reawaken those on the ancient ship. As the Doctor puts this information together, the Empress uses the Huon particles now in Lance to attract Donna and the TARDIS. They begin to materialise near the Empress, but the Doctor uses percussive maintenance on the Tribophysical waveform macro-kinetic extrapolator (which appears to have TARDIS coral growing around it) to skip sideways into an empty corridor. As he listens at a door, Donna is captured and suspended in the Empress' web. The Doctor realises she is gone, then opens the door to find a black cloaked robot aiming a weapon at him. The Empress activates the Huon particles, which purge from Donna and Lance and fall down the hole. Knowing her fellow Racnoss will be hungry, she severs Lance from the web, dropping him into the pit. Meanwhile, the Empress' ship descends over the city, taken for a Christmas star until it fires on the city, causing panic and destruction; one little girl is nearly electrocuted by a laser before her father pulls her out of the way. She catches the Doctor as he sneaks back into the laboratory, in disguise as a roboform. He cuts down Donna so that she can swing to safety, then offers the Racnoss one last chance: he will take her kind to a planet where they will threaten no one. She calls him funny, declining his offer, then tells the firing squad to aim, but they shut down as the Doctor calmly says, "Relax". He pulls a remote resembling a very flashy RC car controller from his pockets (which he says are bigger on the inside). The Empress proudly declares that the roboforms will not be necessary; her children will dine on Martian flesh tonight. The Doctor reveals that he is not from Mars, but Gallifrey. The Empress is enraged as she exclaims, "They (the Time Lords) murdered the Racnoss!" The Doctor simply responds, "I warned you did this," and holds out a few of the explosive Christmas ornaments ominously. The Empress realises she has gone too far and pleads for mercy, but it is too late — the Doctor throws them into the air and uses the remote to control the ornaments like remote-controlled bombs to blow holes in the tunnel. Water from the Thames rushes in, swirling around the Empress and then reaching and travelling down the tunnel to the Earth's core, drowning the Racnoss within. The Doctor stoically — coldly, even — watches as the water pours in, flames rush up and the Empress screams in anguish for her children. Donna's look grows horrified, and it takes her yelling out to the Doctor when they are both soaked, "Doctor! You can stop now!" to snap him out of it, at which point a look of terror comes across his face as well as if he realises what he has done. They escape into the TARDIS while the Empress teleports back to her ship, vowing to scorch the Earth; the Doctor replies that the opening of the Secret Heart and the Webstar's assault on London has drained its energy and left it defenceless. Humanity isn't, however, and the powerless Webstar is blown out of the sky by Challenger 2 tanks under orders of "Mr Saxon", presumably destroying the Empress and the Racnoss species with it. The Doctor returns Donna home, but she is desolate, having lost her job and her fiancé the same evening. The Doctor uses a burst of energy from the TARDIS to make it snow, hoping to cheer her up. He invites her to join him in the TARDIS. She declines, but encourages him to find someone, recognising he has just lost someone himself and that sometimes he needs someone to stop him from doing something terrible. The Doctor tells her briefly about Rose, and then disappears into his TARDIS. While walking to work, medical student Martha Jones receives a series of phone calls from various members of her family. Each is calling about her brother Leo's 21st birthday party that evening. She is interrupted by a stranger (the Tenth Doctor) who takes off his tie, smiles and says, "Like so, see?" and walks off. Bemused, she continues on. She arrives at the Royal Hope Hospital, bumping into a black-leather-clad motorcycle rider at the entrance, who ignores her. Later, getting her lab coat from her locker, she receives an electric shock from the door. The medical students, under the supervision of Dr Stoker, start their rounds with Florence Finnegan, who is diagnosed as being salt deficient, having had salad every day for the past week. The next patient they move onto is "John Smith", the Doctor, who is posing as a patient admitted with abdominal pain. Martha asks him why he was on Chancellor Street that morning, but he denies having been there. She wonders whether he might have a brother, but he answers, "Not anymore." Martha listens to his chest, finding the second heartbeat. He gives her a wink and she smiles back at him. Dr Stoker pushes Martha for an analysis of the patient and suggests it is always best to start with the patient's notes. As he picks up the clipboard, he receives an electric shock and Martha informs him of her own earlier shock. The other trainees all mention having similar incidents as well, but Dr Stoker mentions that it might be related to the incoming thunderstorms, continuing to ask who discovered static electricity. The Doctor correctly answers Benjamin Franklin, but goes on to ramble about how he was there and got electrocuted after being soaked so long in the rain. This prompts Dr Stoker to ask a nurse to recommend the Doctor for psychiatric. Later, Martha is chatting with her sister Letitia on the phone. Martha mentions that it is raining outside, but her sister says the weather is beautiful where she is, just a few streets away. She turns the corner and sees the hospital in the middle of its own storm. Martha is dismissive until her co-worker, Julia Swales, and sister both tell her that the rain is going up instead of down. There is a tremor, and when Martha looks out, she realises the hospital is on the Moon. Back where the hospital was, there is nothing left of the building, not even the basement. Trish looks on in horror. Behind her is something that makes the news even worse: the TARDIS! The Doctor is now trapped on the Moon without anyway to help the people escape back to Earth. Many of the patients and staff are running around in a panic, but Dr Stoker looks out calmly, while Florence Finnegan searches for him. Martha appeals to the patients for calm as she and Julia head for a window which Martha intends to open, whilst the Doctor nips behind a curtain. Julia panics, telling her that if she opens the window all the air will be sucked out. Martha calmly rationalises that that cannot be true as the window is not airtight, so it would have happened already anyway. The Doctor, who has instantly changed into a blue pinstripe suit, pulls back the curtain and tells Martha she's correct. They discuss why they can still breathe, and the Doctor is impressed with Martha's reasoning. He asks if they have any kind of balcony; Martha tells him they have one for patients to use. The Doctor invites her to go step out onto it with him, warning her they might die. Martha calmly replies they might not, further winning the Doctor's approval. He then says her colleague isn't coming as she'd slow them down. Going out on to a balcony, the Doctor asks Martha what she believes is going on. She firmly believes the situation is alien interference, noting that it would have sounded crazy a few years ago, but with the appearance of the Slitheen, Sycorax and Cybermen over the past two years, it's much more believable. As she continues to refer to him as Mr Smith, the Doctor informs her of his preferred title. Martha assumes he means "Doctor Smith", but he clarifies he means just "the Doctor". However, Martha tells the Doctor she believes he needs to earn that name. Saying he'd better get working then, the Doctor tosses a stone that bounces off a force field. Martha then realises that the air in the hospital is all the air they have; over a thousand people are inside. Why would anyone isolate them to the moon and leave them to suffocate? As Martha ponders this, the Doctor tells her she can ask them herself as huge cylindrical ships appear and land outside the hospital. Black armoured soldiers march out in several long lines, and the Doctor identifies them as the Judoon. As Mr Stoker looks on, Florence enters, telling him she needs help. Mr Stoker says he does not believe he can help anyone and reflects on his plans to retire to Florida and how he believes he will never see his daughter again. Florence insists he can help her, and is joined by the two motorcycle delivery men, who are known as Slabs. Florence explains, "There are great tests to come. And terrible deeds, some of them my own". She then explains she was salt deficient because she absorbs it well. However, she needs blood now, specifically his as she thinks it will be delicious. Telling the Slabs to hold Stoker, she takes out a bendy straw. Florence advances on him as he screams. The Judoon Troopers enter the lobby and begin scanning people. Their leader removes his helmet, revealing a head like a rhinoceros, then issues orders in an alien language; the Judoon draw their guns. One of the trainee doctors, Oliver Morgenstern, attempts to speak for the humans, but the leader responds by shoving him against a wall and using a device in order to translate his own speech into English. He then scans Morgenstern, confirms him as human, and using a special marker, makes a black X on his hand. Hiding on a balcony with Martha, the Doctor says they are looking for non-humans — bad news for him, though he is also delighted to see a little shop. Martha does not believe that he is an alien. The Doctor tells her that Judoon are police-for-hire, and if they decide that the hospital is hiding a non-human criminal, every single person in the hospital could be sentenced to death as accomplices of the alien. The Judoon continue upwards through the building, scanning each and every human. Oliver Morgenstern tries to keep the patients calm during the procedure, but a male patient panics and strikes a Judoon from behind with a vase (which merely shatters against the alien's armour). The Judoon captain quickly charges him with physical assault, declares him guilty, and sentences him to execution, all in under 20 seconds. The soldiers comply, shooting the man with energy weapons that completely incinerate him. As the shocked Morgenstern tells them they "didn't have to do that", the commanding Judoon replies, "Justice is swift." The Doctor attempts to get to information from a computer but finds the Judoon were stupid enough to wipe the records that could have helped find their target. He explains to Martha he had no idea they were coming and he had only checked into the hospital because of the "plasma coils" — the H2O scoop lightning — building up. He asks her if she knows anyone who has checked into the hospital in the last week with unusual symptoms; she says Dr Stoker would know and heads to his office. When she arrives, Florence is still sucking his blood. Martha runs off but Florence orders one of the Slabs to kill her. The Doctor meets her, explaining he got the back up system working, but Martha says she found the alien. Confused, the Doctor immediately grabs her hand and runs when the Slab comes into view. They run into a room with an X-ray machine. The Doctor seals the door with his sonic screwdriver and tells Martha to activate the machine when he says, "Now!". The Slab breaks in and the Doctor scorches it with radiation. Though Martha is concerned about the Doctor's exposure to the radiation, he explains that for a Time Lord, roentgen radiation like that in x-rays is harmless. He then absorbs the excess radiation and concentrates to expel it into one of his shoes, which he then discards. Martha, astonished, tells him he's mad, to which the Doctor replies that she is right. He then takes off the other shoe and discards that as well — "You're right. I'd look daft with one shoe". Discovering his sonic screwdriver has been destroyed in the process, he expresses regret at first, but then throws it away when Martha calls him "Doctor" for the first time. Martha tells the Doctor about Florence, making him wonder why she'd be having a snack now. He then realises she was drinking the blood to assimilate it and mimic human biology to trick the Judoon. He decides they need to find her before the Judoon can get a scan in; it's too late. Florence has passed their scanning. The Doctor and Martha creep around to avoid the other Slab and she wonders if he has any back up. Annoyed, the Doctor complains as they move around the corner. However, they walk straight into the Judoon, who scan the Doctor; he registers non-human. Deciding no further evidence is needed, the Judoon begin trying to shoot the Doctor, but he escapes with Martha to a lower floor. They pass Julia, who is giving extra oxygen to a patient. She confirms the oxygen levels are decreasing. The Doctor explains that Judoon will not be affected by the decreasing oxygen, as their lungs have big reserves; the two of them are okay for now, since their running on adrenaline. Meanwhile, the Doctor finds Florence tampering with an MRI device. He babbles a cover story, pretending to be just another amazed human who has no idea whatsoever about what is happening. She orders her remaining Slab to hold the Doctor while she explains her plan. She says the MRI device will overload, frying the brains of everyone in the hospital and half the population of Earth — her "little gift" — leaving her free to escape the Judoon because she is safe in the shielded room. The Doctor continuing to play dumb, telling her "big chief rhino" was increasing the scans to setting two. Florence panics, stating she must appear to be human again. The Doctor welcomes her to come home to meet the missus; they can have cake. Florence declines, telling him that what she is going to do to him will hurt, but the dead don't tend to remember. The Slab holds the Doctor's neck out for her. Meanwhile, the Judoon have confirmed Martha is human (giving her a docket to claim compensation in the process), and march to the MRI lab. Martha follows, arriving as the Judoon scans say the Doctor is dead. As Florence declares her humanity, Martha realises he sacrificed his life to save them. She scans Florence, who now registers as alien, having assimilated the Doctor's blood. The Judoon charge her with the murder of the Child Princess of Padrivole Regency Nine. Florence proudly admits her guilt (claiming her victim had deserved it), then orders her minion to attack the Judoon; they swiftly dispatch it. Florence tells the Judoon to enjoy their victory, but they are going to burn with her. The Judoon kill Florence and detect the problem, but declare their duty fulfilled and swiftly withdraw, angering Martha as the entire situation is their fault in the first place. The oxygen is nearly depleted and the magnetic overload is approaching critical state. Frustrated, Martha tries to resuscitate the Doctor herself, eventually thinking to apply compression to both his hearts. He awakens and staggers over to the machine, reaching for his absent sonic before unplugging the machinery. Martha passes out and the Doctor picks her up, crying for the Judoon to save them as they take off. It starts raining again and the hospital is transported back to Earth where Martha's sister Tish is waiting. Martha watches the Doctor leave and sees him head toward a strange blue box, but while she is distracted by her sister both the Doctor and the box disappear. At Leo's party, the family are arguing over Annalise (Martha's father's girlfriend), who mocks Martha's claims of having been to the moon and cites the publicly released cover story (involving everyone in the hospital being drugged in a conspiracy). The argument spills into the street, increasing in animosity as Martha's mother vents her resentment toward Annalise, and the whole family storms off, save for Martha, who spots the Doctor. He catches her eye, and she follows him around the corner, to see him standing before the blue box. She asks him what species he is, commenting that she doesn't get to ask that question very often. When he answers Time Lord, she quips that it's not pompous at all. He then offers her a trip to thank her for her help, but she tells him she does not have the time — she cannot go off into space with him, she has to go into town the following morning and pay bills. He informs her that his ship is also a time machine. She does not believe him. To her shock, the TARDIS dematerialises, then rematerialises; the Doctor steps out, looking exactly the same as that morning, still holding his tie in his hand. Martha gapes and sputters, then asks him why he didn't just tell her not to go into work when he saw her that morning. He explains, "Crossing into established events is strictly forbidden except for cheap tricks." The Doctor introduces the TARDIS. Martha says it'll be tight quarters, and he tells her to take a look. She cautiously enters the TARDIS and is amazed that it is bigger on the inside. She asks about crew; the Doctor says it's just him now, but sometimes he's had friends, and he talks about Rose, saying that they were "together" and that she is now "with her family". He says that Martha is not replacing Rose; he is just going to take her on one single trip to thank her for saving his life. She flirts with him, saying, "You're the one who kissed me." He assures her that it was a genetic transfer, and she explains that she is not remotely interested — she only goes for humans. He says, "Good." As he turns away, though, she looks quite sadly at the floor. The Doctor powers up the TARDIS. As the TARDIS flies through the time vortex it begins to shake violently, while the Doctor and Martha shake hands over the console. The Doctor says, "Welcome aboard, Miss Jones!", to which she replies, "It's my pleasure, Mr Smith!" A nymph, Lilith, is serenaded from her balcony by a lute-playing swain, Wiggins. Seeing how much he desires her, Lilith allows him entrance to her home. However, upon entering home, he is shocked to find it full of horrifying witching artifacts — not what he would expect a beautiful girl to have in her home. Lilith kisses Wiggins, but on pulling away, he finds her transformed into a wrinkled hag. She decides to introduce her suitor to her two "mothers", Mother Doomfinger and Mother Bloodtide. Much to Wiggins' horror, the two mothers cackle and pounce on him, apparently devouring him. Lilith cackles and states that at the hour of spoken words, they will be freed and the Earth will perish. Meanwhile, the TARDIS has just landed nearby. Martha Jones steps outside and is amazed by the fact they've gone back in time. Martha questions when they are, but the Doctor quickly pulls Martha back, keeping her from being struck by the contents of a chamber pot. The Doctor tells her it's "before the invention of the toilet", apologizing. However, Martha takes the event in stride as she has seen worse things in hospital. She then questions whether it is safe to walk around in the past, citing familiar time travel paradoxes such as the grandfather paradox and the so-called "butterfly effect". She frets over her reception as a black woman in a time when slavery still exists. The Doctor points out that he's not even human and to walk around like "you own the place", just as he does. They walk around the town and the Doctor says Elizabethan England is far more like the 21st century than she might think. He points out there are things similar to the future: recycling, water cooler moments and people thinking the Earth will burn in flames AKA global warming. The Doctor deduces both their location and the year: near the Globe Theatre in 1599. He offers to take her to the theatre, to which Martha happily agrees to. The Doctor tells Martha when she gets home, she can tell everyone she's seen Shakespeare. However, Martha gleefully and sarcastically retorts that she would get sectioned. At the Globe, Love's Labour's Lost is on. Martha tells the Doctor how much she loved the play before pointing out that the male actors are dressed as women. The Doctor jokes, "London never changes". Wanting to see the author himself, Martha starts what the Doctor thinks might be the first crowd chant for Shakespeare. The author himself comes on stage with the crowd cheering; he's quite a bit different from his portraits: he's not bald or wearing a collar. The Doctor goes on about how much he admires Shakespeare's genius. However, the Doctor turns out to be wrong about the consistency of the Bard's genius when he asks the audience to shut their "big fat mouths". Frowning, the Doctor moans in disappointment. Martha tells the Doctor he shouldn't meet his heroes. Shakespeare then announces there will soon be a sequel, Love's Labour's Won. Watching from above is Lilith, dressed as royalty. When Will is about to announce when the play will be performed, she takes control of his mind with a puppet; Will declares that it will be tomorrow night. The Doctor is left bewildered by Will's sudden behaviour. Martha asks why she has never heard of Love's Labour's Won. The Doctor knows of the lost play as it appears in the listing of Shakespeare's works, but the play itself is non-existent. He decides to find out more about why it was never published. At The Elephant, Will and his actors are given beer by Dolly Bailey, the landlady and Will's lover. In the room is Lilith, disguised as a maid. The actors asks Will why he announced the play for tomorrow instead of next week as they planned. He states that he will have the last scene finished by the morning. The Doctor enters and Shakespeare tells him to leave. He says he won't give him an autograph or a portrait done with him. He adds that the Doctor not ask him where he gets his ideas. Upon seeing Martha enter, he stops dead. Recognising the signs, the actors excuse themselves; to them, it looks like Shakespeare has found a new muse. Shakespeare is confused by Martha's clothing and the Doctor explains she's from "Freedonia". Upon trying to pass himself off as "Sir Doctor of TARDIS" via the psychic paper, the Doctor is shocked to find that Shakespeare sees it as blank. Martha is confused by this as she sees the Doctor's title on the paper. Shakespeare remains adamant about what he sees and the Doctor explains the psychic paper, noting that Shakespeare's immunity to the paper proves the writer is an "absolute genius". The writer takes interest in the word and wonders who the Doctor is. However, his attention shifts to Martha, whom he tries wooing, describing her as "a queen of Afric" or a "blackamoor lady", which she finds slightly offensive. The Doctor says it's "political correctness gone mad". At that moment, Lynley, Master of the Revels, barges in, demanding to see the script before he allows the play to proceed. Shakespeare tells him that the play will be given to him tomorrow morning; however, Lynley arrogantly declares that the Master of Revels does not work to an author's schedule. He again demands the play, but Shakespeare insists it's not ready yet. Insulted, Lynley declares that this slight means he will ensure the play will never be performed, even if it's the last thing he does. The Doctor assumes that this explains why Love's Labour's Won was never shown. Martha, on the other hand, thinks it's karma for Will insulting her. Lilith overhears this, contacting her mothers to warn them; they tell her that the play must be performed the next night. She tells them to calm down and chant with her, adding hair she secretly took from Lynley to a doll; it is now a voodoo doll. Lillith plunges the doll into a bucket of water. The Doctor, Martha and Shakespeare hear a commotion in the street and run out, where Lynley vomits water. Lilith stabs the doll in the chest, and Lynley collapses, dead. Martha and the Doctor try helping him, with the Doctor noting that it's like something stuck Lynley's heart. Martha attempts CPR, but is shocked to find Lynely's lungs full of water. The Doctor calmly announces to the crowd that Lynley died a natural death, of an sudden imbalance of the humours. Confused, Martha asks the Doctor why he told the crowd a lie. The Doctor whispers that they've got "one foot in the Dark Ages", and any seemingly unnatural answer would lead them to think that it was witchcraft. When Martha asks what actually killed Lynley, the Doctor responds, "witchcraft", confusing her further. Inside the inn, they wonder about Lynley's murder, but Shakespeare is equally confused by Martha's training as a doctor, wondering what kind of land Freedonia is. Martha defends herself by saying that in Freedonia, women can have any profession they want. He then asks the Doctor how he can have eyes so old for someone young. The Doctor says it because he reads a lot. Shakespeare sees it's a trite reply, something he'd do himself. He then notes Martha looks at the Doctor like she's surprised that he even exists. The Doctor and Martha have been informed by Dolly that she's prepared a room for them. Shakespeare explains he still has to finish writing the end of the play and bids the Doctor good-night, saying he will solve why the constant performance from him tomorrow. The Doctor then gives Shakespeare his "All the world's a stage" line before retiring for the night. Martha is less than impressed with the room, complaining she doesn't even have a toothbrush. The Doctor gives her one from one of his pockets, explaining it contains Venusian spearmint. Martha begins to wonder if magic exists as well before the Doctor of course it doesn't — this looks like magic but is not. She complains that she just started believing in time travel and he should give her a break. The Doctor gives a disgruntled Martha mixed signals by casually sharing the bed with her only to show no interest, then dismissing the idea that a mere human could be channelling the psychic energy and bemoaning the lack of Rose's insight. However, without seeming to notice Martha's reaction, he attributes this to Martha being a novice to time travel. He says he'll take her back home tomorrow. Meanwhile, Lilith entrances Shakespeare and, using a marionette, compels him to write a strange concluding paragraph to Love's Labour's Won. She is discovered by Dolly, whom she frightens to death with her true form. Upon hearing another scream, the Doctor and Martha run in to find her body as Shakespeare wakes. Through the window, Martha sees Lilith flying away on a broomstick. When asked by the Doctor what she saw, Martha answers, "A witch". In the morning the Doctor, Martha and Shakespeare are confused by what has happened. Correctly guessing that Shakespeare is central to the witch's plot, Martha accidentally tells Shakespeare he will write about witches. Shakespeare then remembers Peter Streete spoke of witches; he was the architect for the Globe Theatre. This leads the Doctor to investigate the Globe next. There, he wonders why the theatre is tetradecagal. The Doctor thinks he's heard of something before that involves the number 14, but can't seem to remember it. The actors rehearse, with the lead actor reading what he thinks is gibberish; he guesses Will was dozing off as he wrote it. This alerts the witches, who say it's too soon for their spell. However, Lilith tells them it's just a preview of what's to come that night. They all cackle in glee as a spirit appears to the actors before they can finish reading the spell. It fades away, making them decide to keep it a secret. Or else they risk getting committed to Bedlam. Once at Bedlam, Martha and the Doctor are disgusted to learn that the patients are whipped to entertain the gentry. Shakespeare defends it, saying that fear of the place helped "set him right". The Doctor explains that Shakespeare fell into depression after his son's death. Shakespeare then speaks, "To be or not to be", from his future play when explaining what he felt then, but wonders if the line is a bit pretentious; the Doctor is indifferent about it. They are led into Streete's cell, where the Doctor finds he is suffering from catatonia. This visits causes Lillith to sense something is amiss; she and her mothers look into their cauldron and find the Doctor at the mad house with Shakespeare. Lillith notes the Doctor was at the inn with Shakespeare, and smells of something new. Fearing that they be revealed if the Doctor can get Peter to talk, Lilith has Doomfinger transport herself. In the cell, the Doctor uses his telepathy to help Peter overcome his condition long enough to help explain what he went through. On the Doctor's order, Streete reveals that witches spoke to him and made him design the Globe to their design, not his own. He also tells the Doctor that the witches were based in All Hallows Street. Immediately, Mother Doomfinger appears in the cell and kills Peter with a touch. Martha yells to be let out, but is told by the Doctor that it's pointless as the entire building is yelling that. Doomfinger tells them she'll stop their hearts, asking who would like to go first. The Doctor steps forward to confront her; Doomfinger explains no-one on Earth has knowledge of them. "Good thing I'm here" the Doctor quips. He then begins rambling about the facts: humanoid females that channel energy into power through words. The Doctor figures out that the 14 walls of the Globe are based on the 14 stars of the Rexel configuration. He then names Doomfinger a Carrionite, which causes her to disappear. The Doctor explains the Carrionites produce their "magic" through an ancient science based on the power of words. In the witch's home, a wheezing Doomfinger rejoins Bloodtide and Lillith; she tells them that the Doctor knows of their true nature. Lillith promises to kill the Doctor as the bells ring outside. She tells her mothers to go the Globe and wait for her; Lillith will be waiting for the Doctor to find their home so she can kill him to put and end to his threat to their plans. Back at the Elephant, the Doctor explains that Carrionites vanished at the dawn of the universe; thus it was left to debate whether they were actually real. However, its seems some of them are back. How they managed to get back is quickly figured out by Martha and the Doctor; when Shakespeare was grieving for his son, he wrote something in a play that allowed them access to Earth. The Carrionites now plan on using Will's brilliant words to bring the rest of their species back; "Love's Labour's Won is a weapon!" The Doctor tells Shakespeare to stop the show whilst he and Martha go to All Hallows Street to thwart the witches. Per his orders, Shakespeare bursts on to the Globe's stage; he tells the crowd that they will be getting a refund, but the play must not be performed. However, Bloodtide and Doomfinger are there waiting, using their voodoo doll to knock Will out by tapping its head. The actors think Will is drunk, and carrying him backstage. They apologize to the crowd, resuming the play. Amused, Bloodtide tells her sister that no-one that can stop them now; humanity will doom itself. They confront Lilith, who is expecting them. She confirms the Doctor's suspicions: the three Carrionites hope to gain entry for the rest of their species, eliminate the humans, begin a new empire on Earth and spread out from there. Martha, mimicking the Doctor's actions at Bedlam, tries to neutralise her by speaking the name Carrionite, but Lilith mocks her, since naming only works once. Instead, she names Martha Jones, rendering her unconscious, muttering that she was unable to harm her more, as she must be out of her own time. Lilith tries to do the same to the Doctor, but fails, as her psychic power is unable to uncover his real name. She senses a name that could hurt him and tries to weaken him by naming "Rose", but he assures her that that name keeps him fighting and demands to know how the Carrionites came to be on Earth. Lilith explains the Eternals found the correct word to banish the Carrionites into darkness, but the three were able to escape using the power of Shakespeare's grief over his son — the grief of a genius — and intend to free the others. She approaches seductively, which the Doctor says definitely won't work on him, and then quickly cuts a lock of his hair. Taking flight through the window, she attaches the hair to a doll — which the Doctor says is basically a DNA replication module — and stabs it in the heart. The Doctor collapses, making Lilith think he's dead. She flies to the Globe, leaving them behind. Martha awakens, thinking the Doctor is dead as well, but finds he's still alive — two hearts. With her help, the Doctor manages to re-start his other heart. They proceed to the Globe to stop the Carrionites. However, at the Globe, the actors have already spoken the last lines of the play. Much to the horror of the audience, Carrionites emerge from a crystal held by the three and swarm outside. The Doctor and Martha arrive to find Shakespeare regaining consciousness and rubbing his head in pain. After making a joke about his eventual balding, the Doctor goes on stage to try undoing the damage, but finds only William can. Joining the Doctor, Shakespeare is told to improvise a verse to get rid of the Carrionites, as he is the most brilliant wordsmith. The Carrionites in the theatre wither in fear of his words, but William gets stuck on the last one, unable to think of a rhyme. Martha comes up with "Expelliarmus" (a magic word coined by author J. K. Rowling in her Harry Potter books) and the Carrionites — together with all the extant copies of Love's Labour's Won — are sucked through the portal. Martha, Shakespeare and the actors are left to take the applause of the audience who thought it was special effects. The Doctor finds the three "witches" trapped, screaming in their own crystal ball. In the morning, Shakespeare flirts once more with Martha. The Doctor walks out of the prop room, carrying a skull, which he states reminds him of a Sycorax; Shakespeare states he'll take that word from him as well. "I must be on 10% now" the Doctor thinks. The Doctor gives Will a neck brace for his pain, telling him to keep it as it looks good on him. Looking at the crystal ball, the Doctor says he has a nice dark attic for the Carrionites to scream in for all eternity, and that he needs to get Martha back to Freedonia. However, Will then tells the Doctor that he actually means they will be leaving this era. He reveals his deduction that the Doctor is not of the Earth and that Martha is from the future. To Will's shock, they tell him the Queen wants to see the play, due to the audience thinking that the Carrionites were all part of the play; however, this is not going to be possible as it was a one-off event. Queen Elizabeth enters, much to the Doctor's amusement. However, it seems they have met before in her past; he is deemed her "sworn enemy". The Queen declares, "Off with his head!" This shocks the Doctor as he has yet to meet her, but comments that he is looking forward to finding out what he will do to offend her. He is then forced to run by Martha to keep himself alive. They run through the streets back to the TARDIS as the guards run after them. They enter the TARDIS, slamming the door just as an arrow embeds itself in the TARDIS' exterior before dematerialisation. American newscaster Sally Calypso gives the daily travel news to all the cars. Ma and Pa are seated in one of the camper-vans. They call the police for help as they are apparently attacked by something from outside. They are placed on hold by the police computer system, and scream as their car is torn apart. The Tenth Doctor offers Martha one trip into the future, to visit another planet. She asks if he can take her to his home planet, and speculates as to its beauty. He describes Gallifrey's Citadel, mountains, orange sky and other features as if they still existed, but claims he does not want to go home. Instead, he takes her to the year five billion and fifty three, into a dark alleyway where it is raining, and introduces her to New New York in New Earth. The Doctor repeats some things he told Rose the last time he had visited the planet. Martha becomes slightly upset when she realises she is being taken to the same place the Doctor took Rose, and mutters "Ever heard the word rebound". Meanwhile, the Face of Boe sits in a room with Novice Hame. He tells her to find the Doctor before it is too late. She takes out a gun and leaves. The Doctor and Martha are in a run-down street. Three pharmacists open their market stands and try to sell the Doctor and Martha patches that dispense "moods". The Doctor is angry, but intrigued when a young girl buys a Forget patch after losing her parents to "the Motorway". Suddenly, a young couple armed with guns grab Martha and haul her away, subduing her with a patch inducing Sleep. The Doctor chases them but they escape in their car. The Doctor asks the pharmacists for directions to the Motorway; they comply, but warn him that he may never see Martha again. He tells them to find alternative employment as he promises to shut down their enterprises by that very evening. Martha wakes up and grabs a gun, only to learn it is a fake. Her kidnappers introduce themselves as Milo and Cheen. Cheen says she is pregnant. Milo explains they only wanted her so they could get on the Fast Lane, which requires three adult passengers. They say they can drop her off when they reach their destination — in six years. The Doctor arrives at the Motorway, where he discovers thousands of Volkswagen-like hover vans in a traffic jam. He starts to cough and choke from the fumes. A cat person invites him into his car, introducing himself as Thomas Kincade Brannigan and his human wife as Valerie. Their kittens, two months old, have never seen sunlight or trod on ground. The Brannigans themselves have been driving for twelve years, and have travelled only five miles. As Milo, Cheen and Martha head for the Fast Lane, the Doctor calls the police but is put on hold. Brannigan speaks to some old friends, the Cassini "sisters" (a same-sex married couple), who identify the one car from Pharmacytown that has gone to the Fast Lane. The Doctor learns that some people haven't left their cars in upwards of twenty years. Milo, Cheen and Martha are dropping down to the Fast Lane, but there are strange noises. Cheen tells Martha of stories about cars disappearing but Milo insists they only hear the ventilation shafts. Brannigan and Valerie refuse to go to the Fast Lane, fearing for the safety of their kittens. The Doctor asks whether they or the Cassinis have ever seen any authorities. The Cassinis reluctantly admit they have not seen any police or ambulances in 23 years of driving. The Doctor believes that the people have been trapped in the under-city and abandoned. Making his own way toward Martha, he opens the shaft on the floor of the car and drops down to the car below. He then moves through several cars, opening the roofs with his sonic screwdriver and continuing through the floor to the car below. In this fashion he meets several characters including hippies, a Bertie Wooster-like business man and a nudist couple. Martha's car enters the Fast Lane, but the exits are all closed. A nearby cat driver tells him to escape to the slow lanes above, but Milo does not believe in the danger until he hears the other driver's screams. Meanwhile Novice Hame reaches Brannigan's car and demands to know where the Doctor is. The Doctor reaches the lower levels, just above the Fast Lane. He clears the fog to discover what's down there: the Macra. The Doctor explains to the car's driver that the Macra feed upon toxic gas. Once in history they had built an empire using human slaves to mine gas to feed them, but have since devolved into hungry non-sentient beasts. As Martha's van races along the Fast Lane, the Macras' huge claws attempt to crush it. Reasoning that the light and motion of the vehicle attract the Macra, Martha has Milo turn off the power. It works, but they only have eight minutes of air. Novice Hame makes it to the car that the Doctor is in. She tells him how she has repented her sins under "his" guidance, and teleports the Doctor against his will to the upper city. She explains that everyone in the upper city, and indeed the whole surface level of New Earth, died because of a virus in the Pharmacists' Bliss drug, but the under city was sealed off and Hame was protected by "him". The citizens in the undercity have not been betrayed and abandoned; they have been saved. Hearing a familiar telepathic voice, the Doctor runs to meet the Face of Boe. Hame says the Face has wired himself to the system to keep the lower levels functioning, but they are unable to free the people there. The Face of Boe asks the Doctor to save the people of the Motorway. Milo's car is running out of air and, despite Milo and Cheen's doubts, Martha says the Doctor will think of something. Milo starts the power up again, giving them air but exposing them to the Macras' grasp. As the car races along, they are briefly caught by one of the claws, but are knocked free by another Macra. The Doctor asks Hame to help him restore power, but there is not enough. The Face of Boe, in one last act of self-sacrifice, gives even more of his "life force" to power the equipment. The Doctor pulls a lever, opening the seal at the top of the motorway. The sunlight beams in, and the Doctor broadcasts to the motorists, telling them to drive upwards and out. This clears the way for Milo's car to escape from the Macra. Meanwhile Hame cries out as the Face of Boe's glass begins to shatter. Martha arrives at the Senate building where she sees human skeletons, and meets the dying Face of Boe, sprawled out on the ground. The Doctor urges him to live, since (as Boe says) the two of them are each the last of their kind; but the Face responds, "Everything has its time". As promised, he whispers his great secret to the Doctor — "Know this, Time Lord; You are not alone" — before passing away. An expression of shock and disbelief crosses the Doctor's face as Hame weeps. Martha and the Doctor arrive back at the alleyway. The Pharmacists are gone. Martha asks what the Face meant, and whether she is why the Doctor is not alone. The Doctor shakes his head; he does not want to talk about Boe's words, but Martha refuses to move until the Doctor tells her the truth. The Doctor admits he is the last of his kind, explains about the Last Great Time War and the Daleks, and then goes on to describe Gallifrey. Far above the slums, the over-city thrives with the newly freed motorists. The sun sets orange over New New York. At the Majestic Theater in Midtown Manhattan in the early 1930s, showgirl Tallulah is speaking to her boyfriend, Laszlo, one of the theatre's stagehands, before her nightly performance. She promises to come and see Laszlo's mother soon, and in turn, he gives her a rosebud for good luck. Later during the show, Laszlo is doing work when something runs past the door, oinking. Laszlo follows the sound into a storage room. Suddenly, a pig slave leaps out of the shadows and runs up to him. A few days later, the Tenth Doctor and Martha materialise the TARDIS at the base of the Statue of Liberty's pedestal, the Doctor having decided to take Martha on a quick detour before taking her home. Seeing the uncompleted Empire State Building, the Doctor estimates the date, while Martha finds a newspaper dated November 1st, 1930. The Doctor looks at the newspaper and realises that their small detour is going to be much longer: the headline on the front page is an article about a rash of people vanishing like flies from the Hooverville community in Central Park. The Doctor and Martha travel to Hooverville to question the residents who live there about the incidents. As they enter, the Doctor explains to Martha the etymology behind the Hoovervilles, named for President Herbert Hoover: when the Stock market crashed on Black Tuesday a year ago, the whole U.S. economy was wiped out overnight. Ordinary stockbrokers and businesspeople lost their jobs, their houses, and everything they possessed, and with nowhere else to go, ended up in shantytowns, like the Hooverville they are in. As the Doctor and Martha are walking in, a fight suddenly breaks out between two men over a loaf of bread. Solomon, the community leader, breaks up the fight by taking the loaf and dividing it in half. He reminds them that thirteen years ago, he fought in World War I, as did many of the others, and he and the others only survived by staying together. The Doctor and Martha talk to Solomon. He asks the Doctor why people can build the Empire State Building, which will be the tallest building in the world when completed, when there is a Hooverville in midtown Manhattan. At the top of the Empire State Building, as construction workers toil to complete work, a businessman named Mr Diagoras orders one of his foremen to speed up construction on the roof mast, telling him that there is extra work that must be completed by tonight. He also says that his bosses are demanding it. When the foreman refuses to accelerate the speed of work and threatens a work stoppage, Mr Diagoras tells the man that he should instead complain to the masters himself. He quickly presses the elevator call button. As the elevator comes up, the foreman asks him about his new "masters", but Diagoras is very vague about them, only saying that they are from out of town and beyond the human imagination. Before the foreman can figure out what this means, the elevator arrives, containing Dalek Caan and two pig slaves. As the foreman backs away in shock, Diagoras tells Caan that the man is refusing to complete the work. Dalek Caan has the foreman taken away for "the final experiment". The pig slaves hustle the foreman into the elevator, and as the elevator doors close, Caan orders Diagoras to recruit more "bodies" for the final experiment. Later that day, the Doctor and Martha are in Solomon's tent, questioning him about the disappearances. Solomon admits that they have been to the police, but the cops have ignored them, not caring whenever another homeless person vanishes. They are interrupted when a young hobo from Tennessee named Frank comes in to inform them that Diagoras has stopped by. Diagoras addresses the community members, saying he wants to recruit workers to clear a sewer collapse for a dollar a day. Intrigued by Diagoras' admission that people sometimes fail to come back, the Doctor accepts the job. Martha goes with him, along with Solomon and Frank. Mr Diagoras tells them the location is about a half mile in, but they find no obstruction — just a green lump of alien flesh. The Doctor examines and pockets it. Further on, they come across a lone pig slave. As the Doctor talks to it, pig slaves arrive to ambush them, and chase the Doctor and friends through the sewers. Back at the top of the Empire State Building, Mr Diagoras orders the crew working there to attach strange strips of metal (taken from a Dalek's "skirt") to the base of the mast, and to complete the task that night. The workers complain about the unsafe conditions, but comply. Diagoras warns them that if they do not work, he can replace them in a flash. After they leave, Dalek Caan arrives on the elevator and discusses the construction with Diagoras. Dalek Caan mentions that his planet was destroyed in a war; he seems somewhat impressed that humans have survived across time, building and rebuilding New York City. Diagoras tells the Dalek that he fought in a war (World War I), and that he promised himself he would survive at any cost. Noting that Diagoras is most like them in mentality, Dalek Sec orders him to the basement, where he is seized for use in their "final experiment". The Doctor, Martha and Solomon escape the sewers through a manhole, but Frank is captured. The others emerge in the theatre, where Tallulah points a revolver at them. She demands to know what they did with Laszlo, who disappeared two weeks earlier. The Doctor gets Tallulah to discard the gun (which was only a prop), and Tallulah tells them about Laszlo's disappearance. The Doctor and Solomon search for equipment the Doctor can use to examine the alien flesh, while Martha and Tallulah compare notes about Laszlo and the Doctor. Solomon confesses that he left Frank behind because he was scared. Solomon then returns to Hooverville, telling everybody about what happened to Frank, and that they must now arm themselves. Dalek Sec states that the Daleks must evolve in order to survive. Dalek Thay questions the results of the experiment, arguing that merging with humans (an inferior race) is directly against Dalek philosophy; Dalek Sec counters that after everything that has happened, there remain millions of humans but only four Daleks. Dalek Sec intends to sacrifice himself for the survival of the Dalek race, just as Dalek Thay sacrificed the metal from his casing. Dalek Sec opens up his casing and uses his long tentacles to grab Mr. Diagoras. He pulls him closer and envelops him in his own body before dragging him into his casing to begin the "evolution". Martha is watching Tallulah's dance number when she notices a pig slave watching from the other side of the stage. She tries sneaking behind the dancers to reach him, but he runs away. Noticing that he is more human than pig, she follows him into the prop store, where he disappears down the manhole. The Doctor studies the alien matter he found in the sewer, and identifies the object as "467-989," using this to learn its planet of origin: Skaro. He rushes to find Martha, and hears her scream as she is seized by pig slaves. He goes down the manhole after her. Tallulah follows him, despite the Doctor's warning. Moments later, he grabs her and hides as a Dalek glides by, causing the Doctor to bitterly remark that once again the Daleks managed to survive while once again he lost what was dearest to him. The two then find the pig slave that Martha saw. It's not just any pig slave: it's Laszlo, who appears to be in a state halfway between that of a pig slave and a human. He had somehow managed to escape the Dalek lab before he could be completely converted. Back in the Dalek lab, smoke billows from Dalek Sec's casing while he shakes violently. His comrades urge him to cancel the experiment, but he refuses and asks for an injection. Dalek Jast plunges a syringe containing a chromatin solution into his casing. Meanwhile, in the sewer, Martha is thrust in with a parade of captives taken from Hooverville, including Frank. They are met first by Dalek Caan, and then Dalek Thay who reports that "the Dalekanium is in place." The Daleks use their plunger arms to scan their captives' brains as the Doctor hides nearby and watches. Laszlo explains that the "low intelligence" captives (which would include many of the people from Hooverville) become pig slaves, while the "high intelligence" ones are destined to become part of "the final experiment". Laszlo urges Tallulah to go back without him. The Doctor joins Martha in the high intelligence group as they proceed towards "the final experiment". Tallulah runs through the sewers, but gets lost. The captive party reaches the Daleks' Transgenic Laboratory under the Empire State Building, where Dalek Jast attends to Dalek Sec. The Doctor tells Martha to ask what they are doing; he does not want the Daleks to notice him. Martha steps forward and demands to know what is happening. The Daleks tell her she will bear witness to the rebirth of the Dalek race. Dalek Sec's casing opens, and a humanoid creature emerges with a Dalek mutant-like head and brown hands, wearing Mr Diagoras' suit. It flexes its new limbs as the other three Daleks recoil from it. "I am a human Dalek," it tells them all, "I am your future." The hybrid Dalek Sec comes face-to-face with the Tenth Doctor, who has emerged from the crowd. The other Daleks wish to exterminate him, but Sec orders them to stop. As they attempt to capture him, the Doctor holds out a surprise: a radio. Using his sonic screwdriver, he causes the radio to emit a high-pitched sound which disorients the Daleks and the pig-humans. The Doctor and the captured humans run back through the sewers, catching up with Tallulah on the way. As soon as they ascend the ladder and disappear from sight, Thay and Caan discuss their doubts about Dalek Sec's orders since he became humanised. The gang arrives back at Hooverville, and the Doctor's stories are told to the crowd. Soon, a watchman sees one of the pigs and calls everyone to arm themselves. A fight breaks out between humans and pigs. Suddenly Daleks Jast and Caan arrive in the air, ready to exterminate the assembled humans. Dalek Sec watches from the Empire State Building via visual link. Solomon tries to reason with the Daleks, saying that they are both outcasts and should work together to create a better universe. The Daleks exterminate him. Sec watches and gasps in horror as Solomon — a man whose courage he admires — falls. Furious, the Doctor steps out and demands they kill him too and spare the other residents of Hooverville. The Daleks prepare to do so, but are stopped by Dalek Sec. He asks the Doctor to return to the Daleks' genetics laboratory. The Doctor agrees, but only on the condition the Daleks do not kill the Hooverville residents. Martha asks the Doctor if she can go with him, but the Doctor refuses, saying that she should help the injured. At the same time, he slips her the psychic paper. At the lab, Dalek Sec explains to the Doctor how he wanted to create a new race which combined Dalek and human DNA by "formatting" the human brain, ready for information to be loaded onto it, creating new hybrids. The Daleks planned to use a gamma strike from a solar flare (which will occur in eleven minutes) which will hit the Empire State Building as an energy source. However, there are problems which only the Doctor can fix. The Doctor has no choice but to help the Daleks. He prepares the gene solution to be fed into the human "shells". Sec explains the new race will have the intelligence of Daleks but the emotions of a human. He also says the Daleks' obsession with universal supremacy must be removed. The Doctor is shocked that Sec is willing to eliminate the one thing that makes a Dalek a Dalek. However, seven minutes before the flare, as the Dalek DNA is pumped into the humans, a malfunction occurs. The other Daleks are overriding the system. Dalek Caan leads a mutiny, taking Sec and the Doctor hostage. They believe Sec is no longer Dalek, so they don't have to obey him. The two Daleks load pure Dalek gene solution into the humans. The Doctor and Laszlo escape to the elevator and ascend to the top of the Empire State Building. Meanwhile, Martha and Tallulah use the psychic paper to gain entry into the Empire State Building. On reaching the top floor, they scan the blueprints of the top floor, looking for design and construction changes. They see a design change at the top of the building, where dalekanium has been added. The Doctor and Laszlo escape up the lift and meet with Martha, Frank, and Tallulah. The Doctor climbs to the top. He uses the sonic screwdriver to loosen the bolts holding the dalekanium. However, after removing one strip of dalekanium and a bolt holding another, he drops the sonic screwdriver; all he can do is hug the pole as the lightning strikes. Martha has made a makeshift lightning rod from spare pipes to divert the lightning into the elevator, just as the pig slaves arrive, killing them. The Dalek-humans awaken, and Dalek Caan designates himself the new leader. Sec states he was to be the controller, but Dalek Caan deems him unfit and orders them to take up arms (Thompson submachine gun fitted with Dalek laser weapons). The army goes into the sewers. The Doctor, Martha, Tallulah, Frank and Laszlo head for Tallulah's theatre. At the theatre, the Doctor uses the sonic screwdriver to let the Daleks know where he is. The army breaks in. Daleks Thay and Jast enter, with Sec bound in chains and crawling like a dog. The Doctor tries to tell the Daleks what they have done to Sec is wrong, because he is the most intelligent Dalek who ever existed. They try to exterminate the Doctor. Sec, trying to reason with the others, gets up and is hit by a blast from Thay meant for the Doctor, which kills him. This angers the Doctor; he again tells the Daleks to order the Dalek-humans to kill him, but one Dalek-human repeatedly asks, "Why?", and says they are not Daleks. The Doctor reveals that, because he hugged the pole as the lightning came through, some Time Lord DNA was mixed into the hybrids. This gave the Dalek-humans freedom. Jast promptly kills the Dalek-human who openly questioned orders. The other Dalek-humans return fire. Thay and Jast kill more Dalek-humans, but are overwhelmed and destroyed under the volume of fire power. Back in the building, watching via the visual link, Caan says the Dalek-humans are a failure and commands, "Destruct". All the Dalek-humans clutch their heads in pain and fall to the ground, dead. After witnessing this genocide, the Doctor arrives at the Empire State Building. He confronts Caan and offers to help. He says he is probably the only person in the universe that would show him any compassion, because he has seen enough death today — they are now both the last of their species. He does not want to see more genocide. Caan replies with "Emergency temporal shift!". As the Doctor lunges forward, the Dalek vanishes. Laszlo is on his deathbed (the pig-slaves can survive only for a few weeks). The Doctor starts to work on a solution to save him, stating, "There's been enough death today. Brand new creatures, wise old men and age old enemies!" Later, Laszlo (still a pig slave, but alive and healthy) and Tallulah are in the park. Frank tells Laszlo he talked to the residents of Hooverville. They will take him in and give him a home. As always, Hooverville is where people go when they have nowhere else. As the Doctor and Martha are about to enter the TARDIS, Martha says there's somebody for everyone. The Doctor says, "Maybe". Martha then tells the Doctor how sorry she is that Dalek Caan got away, knowing how important it was to him that he finished things with the Daleks. When asked if he thinks he'll meet Dalek Caan again, the Doctor replies that he'll be back. The Daleks always come back. The TARDIS materialises in Martha's flat. The Tenth Doctor tells her that they had agreed — one trip and home. It is about twelve hours after they left, something the Doctor failed to do with Rose in his previous life. Martha's phone rings, but she does not pick it up; it is her mother Francine, saying that her sister Tish is on the news. Martha turns the television on and, alongside Tish, an elderly man, Professor Richard Lazarus, announces that tonight he "will change what it means to be human." Though looking thoroughly perturbed at what was just said, the Doctor says goodbye to Martha and, oblivious to her upset, steps into the TARDIS. It dematerialises, but quickly rematerialises. The Doctor reemerges, saying, "No, I'm sorry, did he say he was going to change what it means to be human?". Evidently, he cannot resist this. At Lazarus Laboratories, Professor Lazarus and Lady Thaw discuss the need for the experiment to work, with Thaw mentioning that Mr Saxon is funding their research. Tish comes in, asking if Lazarus would like to check over the guest list again. He stops her and tries flirting by asking what kind of perfume she wears; she tells him "soap" and quickly excuses herself. The Doctor and Martha attend Professor Lazarus' black-tie reception that evening, where the Doctor complains about how something bad always happens when he wears black tie. Martha remarks that it is simply him, not the outfit, and that she thinks it makes him look like James Bond in a way, flattering him. There, they meet Martha's mother and her brother Leo. Martha introduces the Doctor to her family; Francine is suspicious of him. Tish also meets the Doctor, wondering how he got in as he's not on the guest list. Martha explains Tish works in the PR department before Tish corrects her; she's head of the PR department, having put together the party herself. The Doctor inquires what kind of experiment Lazarus is going to perform with the large capsule in the room, being labelled a "science geek" by using big words. He questions Martha as to what it means, seeming rather pleased with the answer. The lights of the room dim and a spotlight focuses on Lazarus, who announces he is to perform a "miracle", which will outstrip all other human accomplishments in the field of science, even the splitting of the atom. Declaring that they will wake tomorrow to a world changed forever, the elderly professor steps into the manipulator's capsule. Technicians flip the switch and the capsule flares to life with a blinding flash of light; four manipulator arms circle the capsule at breakneck speed while manipulating threads o light up and down it. As the machine builds in intensity, an alarm blares and the consoles smoke and spark. The Doctor notices that the system is overloading and jumps in to avert disaster. Lady Thaw demands that someone stop him, but the Doctor declares that if the machine explodes it will take the entire building with it. He pulls the plug, and the machine comes to a stop. Martha rushes forward at the Doctor's urging and yanks the door open. The crowd advance slowly on the capsule. Out of the steam steps a young blond man; Lazarus. He smiles as he touches his newly rejuvenated face and declares that he is 76 years old "And I am reborn!". Despite the momentary crisis, his experiment appears to have been a success — but the Doctor is certain there are dangers the professor has overlooked. He talks to Lazarus about having experience with a similar process, taking notice that he's experiencing hunger from a depletion of energy; the Doctor tells him that he couldn't have thought of all the variables that could have happened. Lazarus scoffs at the Doctor's warnings, so the Doctor and Martha sneak off to conduct their own tests, taking a DNA sample from Martha's hand, which Lazarus has just kissed. Their test shows Lazarus's DNA suddenly spike and change; something which should be impossible. The Doctor reels off a lot of complicated scientific lingo but simplifies it for Martha's benefit. The esteemed professor hacked his own DNA and instructed it to rejuvenate. However, "something's been activated; something that won't let him stabilise, something that's trying to change him." Meanwhile, Lazarus speaks with Lady Thaw in his office on the top floor, telling a story about his childhood during World War II. Thaw expresses her desire to be the next to be rejuvenated so they can continue their partnership both personally and professionally. He rejects her, joking that not only did he learn cruelty from her, she has a gift for it. As she threatens to complain to Mr Saxon, Lazarus begins spasming. To Thaw's horror, Lazarus mutates into something horrendous. A scorpion-like tail raises itself and lunges at her. Downstairs, Francine asks Tish and Leo whether Martha has ever mentioned the Doctor to them before. She worries there is "something going on", but Leo tries calming her down by saying Martha's found someone to be with. Lazarus returns to the reception, back to being himself and wearing a different suit, and invites Tish upstairs with him. Tish, now willing to return his advances, follows without argument. The Doctor and Martha emerge in Lazarus' office, searching for him. As Martha suggests trying back at the reception, her voice trails off as she spots a bony leg sticking out from behind the desk. Investigating, they find the shriveled husk of Lady Thaw; the Doctor says she had all the life energy drained to supply energy to the processes caused by Lazarus' fluctuating DNA. Worried he will kill again, they go back downstairs, only to learn that he has gone off with Tish. They rush off, the Doctor accidentally spilling a drink on Francine. Another man replaces her drink, and darkly warns that Martha should be more careful in choosing her friends. Lazarus takes Tish to the roof, where he talks about nearby Southwark Cathedral and quotes T.S. Eliot, a quote the Doctor completes before they trade barbs; Lazarus believes he has perfected humanity by purging it of mortality, while the Doctor is infuriated at his disregard for the laws of Nature. As they argue, Martha gets Tish away from Lazarus before he transforms. They stand, transfixed in horror, as they behold Lazarus' mutated form; resembling a huge, skeletal scorpion, a facsimile of Lazarus' face stares out of the monstrosity. They flee indoors and the Doctor seals the door behind him. As they wait for the lift, Lazarus' attempts to smash the door down triggers a security lockdown; the lights dim, the lifts stop and the exits seal themselves, much to the confusion and slight panic of the guests. Rushing downstairs, the Doctor gives Martha the sonic screwdriver to unlock the doors, and warns everyone at the reception to get out. One woman refuses to believe this, stating jokingly that the biggest danger is choking on an olive. Suddenly, all heads turn as a great shattering of glass is heard and Lazarus appears on a balcony overlooking the reception area, roaring loudly. Now more inclined to listen, the assembled guests scream and scatter as Lazarus wreaks havoc, striking Leo in the head with a table. As Martha finally gets the doors open and the partygoers scramble down the stairs, Lazarus advances on the olive woman and deploys his stinger; the Doctor shouts for him to leave her alone, but too late. Guests still in the room avert their eyes as the woman's withered husk hits the floor and Lazarus turns towards a prone Francine and Leo. The Doctor draws Lazarus away from Francine by taunting him that Nature has gotten her revenge for his defiance. Lazarus chases the Doctor down a corridor. Martha examines Leo, gets everyone out of the building, and goes back inside to help the Doctor despite Francine's protests. Tish guesses that "maybe she loves him". The man who replaced Francine's drink earlier calls the Doctor "dangerous", and whispers in Francine's ear the things he says she "should know" about him. The Doctor turns on the gas in a lab and leaps away from the resulting fireball, but Lazarus survives. Martha hears the explosion and finds the Doctor as she runs toward its source. She returns the sonic screwdriver to the Doctor. They flee together, and end up hiding in the capsule of Lazarus' machine, on the Doctor's hunch that Lazarus is unlikely to destroy his own creation even to get at them. The Doctor starts fiddling about with the wiring inside as the Lazarus creature futilely searches for a way in. Martha, still unsure of where it came from, inquires if it is alien but the Doctor nixes that; for once, the horrible creature trying to kill them is strictly human in origin. Martha reacts with disbelief, as the creature couldn't look any less human, but the Doctor explains that what happened is the machine unlocked something hidden away in Lazarus' genes; an option which evolution rejected for humanity, but the potential for which still lies dormant. Martha likens it to Pandora's Box, but their ruminations are cut short as Lazarus switches the machine on. The Doctor "reverses the polarity" so that the capsule will reflect the energy rather than receive it, which it does explosively. The shockwave blasts the creature away, transforming Lazarus back to human in appearance — and apparently killing him. As they gaze upon the body, Martha and the Doctor reflect on how pitiful he looks, the latter quoting T.S. Eliot: "This is the way the world ends, not with a bang but a whimper." Outside, as the ambulance carrying Lazarus' body pulls away, Francine slaps the Doctor, and tells him to keep away from Martha. As the Lazarus monster chases the Jones sisters at the top of the cathedral, the Doctor pulls out all the stops on the pipe organ, inserts the sonic screwdriver, and plays it at maximum volume, setting up a resonance in the bell above Lazarus that interferes with his sonic-based experiment. Lazarus falls to the cathedral floor below, transforming one last time — back into the elderly man he once was. Back in Martha's flat, the Doctor offers Martha one more trip, but Martha refuses to go with him on that basis, as a mere passenger being given a treat. The Doctor says, "Okay, then, if that's what you want." She thinks he means to leave her again, but he indicates with a nod that she is welcome to rejoin him on her terms, and admits she was "never really just a passenger". They leave together in the TARDIS. As it disappears, Martha's phone rings; it is Francine. She warns Martha about "who this Doctor really is", saying, "This information comes from Harold Saxon himself. You're not safe!" In the TARDIS, the Tenth Doctor adjusts Martha's mobile phone, enabling it to call anywhere in time and space — an ability he refers to as Universal Roaming - as a "frequent flyer's privilege". As she is about to telephone her mother, Francine, they materialise on a very hot spaceship in answer to a distress signal. The Doctor notes that the spaceship's engines are not operating. They open the door to the next room and are pulled through by three members of the crew, who then slam the door shut. The captain, Kath McDonnell, explains that the engines have cut out and left the ship, the SS Pentallian, on a crash course with a local star. A nearby monitor announces that the projected time until impact is 42 minutes. The Doctor suggests evacuating the crew aboard the TARDIS, but the ship has begun venting excess heat through the room in which the TARDIS materialised, rendering it unreachable. Meanwhile, the others move to the main engine room to try to fix the engines. The Doctor finds that all the engine-related machinery has been destroyed, and comments that the method suggests "someone knew what they were doing." He observes that they're in the Torajii system and that they're using energy scoops for fusion. He thought the scoops might have been outlawed by now; Kath assured him they were due for an upgrade. The Doctor organises Martha and Riley Vashtee to open a series of password-protected doors in order to access the control room where the auxiliary engines can be activated. He tells Martha to be careful. The Ship's medical attendant, Abi Lerner calls the main engine room to say that Hal Korwin, the captain's husband, is having some sort of seizure. The Doctor tells everyone else to continue trying to save the ship, but Kath goes with him to the sickbay where they find Abi, Ashton, and Korwin. Korwin is lying near a stasis chamber with his eyes closed, screaming in agony, crying, "It's burning me!" before the Doctor sedates him. Once Korwin is unconscious, the Doctor instructs Abi to test Korwin to find out what is wrong with him; then the Doctor and McDonnell return to the rest of the crew. While Abi is asked of Korwin's status, she states he's heavily sedated and she needs more time, but she doesn't notice his hands twitching. When she returns to report some very strange results, she breaks off and the crew hears her screams for assistance as Korwin gets up and backs Abi against the wall, saying in a deep voice, "Burn with me". As he opens his eyes, a blinding light comes out and Abi screams in terror. While the Doctor runs to Abi's aid, Martha and Riley Vashtee are opening doors by answering pop quiz-style questions. Riley says they were set by the crew, years previously, after a night of drinking; but when the next question is to find the next in a series of what turn out to be happy prime numbers, the Doctor pops up on the comm with the answer. Riley observes that the crew has changed since they set the questions. The next question category is Classical Music, or, to Martha, 20th century Earth pop culture. The Doctor is both busy and not sure, so Martha rings her mother for help — unaware that Francine has knowingly had her call tapped by a young woman who is presumably a government agent. Meanwhile, the Doctor finds the imprint of Abi and concludes that she was instantly vaporised. He reads the medical reports and reasons that Korwin has been infected in some way, and can now vaporise people. McDonnell is at first unwilling to believe that Korwin could be responsible for sabotaging the ship and killing Abi, but then relents and alerts the rest of the crew to avoid him. Dev Ashton, working on the engines, sends Erina Lessak a message asking for more tools. She mutes the intercom and mutters under her breath about the injustice of being sent on every errand as she goes to the control cupboard. She sarcastically ends her spiel with "Just kill me now." When Erina closes the door, she turns to find a helmeted Korwin standing there. He then backs Erina against the wall as he did with Abi, and opens his visor to vaporise her. Kath asks the Doctor not to lie about Korwin to spare her feelings. He tells her Korwin is too far gone, then demands to know if there is anything she is hiding. He thinks the tracks are provoked and personal. She says she knows everything about the ship and crew, and no one is hiding anything from her. Next, Korwin then goes to find Ashton, saying, "They are getting too far" and "we must share the light". Korwin grabs him around the head, but instead of killing him, Korwin holds his gloved hands to Ashton's head, which begins to smoke. A helmeted Ashton goes to Martha and Riley — presumably the ones who were "getting too far" — and tells them to "burn with me". He reaches for his visor, and they run for an escape capsule in terror and lock themselves inside. The capsule begins to jettison, and Martha calls for the Doctor. Ashton tries to override the system and send Martha and Riley plummeting towards the sun, but Riley is trying equally hard inside the capsule to stop this from happening. Ashton finally just destroys the system when the Doctor arrives and tries to taunt him into raising the visor. At the same time, Korwin finds his wife, telling her, "It's your fault," before he is frozen to death by Scannell, prompting the possessed Ashton to ignore the Doctor and seek to continue Korwin's work. The Doctor calls them, explaining what's happening, but can't stop the pod; Martha and Riley jettison as she murmurs, "Sorry." He calls Scannell and demands a space suit. In the capsule, Martha implores Riley to have faith in the Doctor, wondering why he has not found anyone in his life to have faith in — his family is all but gone and he has no romantic attachments. However, she is surprised when, in answer to her question, he looks directly at her and says, "I already have." Resigned to her fate, Martha phones Francine once more and, unwilling to divulge her predicament, instead tells her mother that she loves her and tries to get her to simply converse about her life until Francine's probing of whether the Doctor is with her causes a tearful Martha to end the call. Riley comforts her. Scannell tries to talk him out of it, but the Doctor puts on his suit and goes outside to magnetise the ship in order to pull the escape pod back from the sun. Elsewhere in the ship, McDonnell lures Ashton into the medical bay and freezes him to death in the stasis chamber. Outside, the Doctor struggles to press the magnetic pull control buttons on the side of the ship, and he eventually manages it. Climbing back into the ship, the Doctor looks at the sun and stares into it, realising that "it's alive," before he too is infected by the same entity as Korwin. The escape pod returns to its launching point. Martha and Riley come back to the ship grinning until they see the Doctor writhing in pain. He cries for them to stay away, and they stand back in shock as his eyes glow before he tightly closes them. McDonnell arrives and the desperate Doctor angrily explains to her that because she illegally mined the sun for fuel, without checking for life signs, she has seriously injured the sun — scooped out the heart of a living being. Kath protests that he can't know, but he shouts that the sun is alive in him. She gasps and says checking takes too long and they would have been caught using the illegal fusion scoop. With his eyes still shut, he asks the two women to place him into the cryogenic stasis machine to take him below minus 200 to kill the sun entity in him before the entity uses him to kill them. Korwin's body begins to twitch. As Riley runs in, Scannell asks his favourite colour for the password, then shouts in protest when Riley isn't sure of the answer. The women carry the Doctor to the med centre. Martha momentarily lets go to open the instructions, and he reaches out and calls for her in panic. She reassures him by repeating his instructions as Kath argues that he can't possibly survive the temperatures. Martha tells her he's an alien then shames her away, saying she's done enough damage. The Doctor frantically tells Martha he can only take ten seconds in the chamber. He cries in pain, saying it's burning him up, he can't control it, and "if we don't get rid of it, I could kill you. I could kill you all." He confesses he's scared and tries to tell Martha about a process which may happen if he dies; Martha assures him that he won't. Martha starts the freezing process while the Doctor screams, but it is interrupted by Korwin (a corpse possessed by what remains of Torajii in him), who turns off the power to the stasis chamber from the engineering department. The temperature had only reached negative seventy, as the somewhat frosty Doctor yells and continues to struggle with the invading entity. He then tells Martha that she must go to the front of the ship and jettison the fuel, which will return the living particles back to the sun. Martha protests, as she doesn't want to leave him, but she runs to tell the rest of the crew to jettison the fuel. Elsewhere, a shocked McDonnell encounters Korwin. She admits to Korwin that this was all her fault and lures him to an airlock. She apologises to the rest of the crew through her radio, then opens the airlock and tells him that she loves him as the two of them are sucked out into space. Riley and Scannell work on the last door open while Martha runs towards them. The defrosted Doctor collapses onto the floor and crawls into the corridor. He calls to Martha on the comms to say he can't fight it, "give it back or." He opens glowing eyes as he finishes, "Burn with me." He screams. Martha reaches the remaining crew as they realise the auxiliaries aren't working, and tells them to vent the fuel. As the fuel vents and replenishes the sun, the Doctor's eyes clear and the auxiliaries fire on reserves, freeing the ship from the gravitational pull of the living sun. The two remaining crew members hug, and Martha runs to find the Doctor and they hug too, both laughing in relief. The Doctor and Martha head back to the vent room. Scannell and Riley marvel over the size of the unmarred TARDIS, and the Doctor advises they tell the authorities the truth, as the living sun needs care and protection. Martha kisses Riley goodbye. Inside the TARDIS, she tries to joke with a stoic Doctor, who stands there uncomfortably until she asks how he's doing, then abruptly breaks the moment with a suggestion -- ice skating. Martha rolls her eyes and seems a bit hurt as she tells him she'll go where ever he'd like, then gasps as he gives Martha her very own key to the TARDIS, another "frequent flyer's privilege". The Doctor thanks Martha and smirks a little. Martha calls her mother back, who invites her over for tea, and when asked informs her that it is Election Day. Martha accepts, saying she'll be around for tea, roughly. Francine hangs up, and the woman and two other men appear to be tapping Francine's phone again. Confiscating the phone, the woman asks Francine if she has voted. She says she has, but doesn't say who she has voted for. The woman thanks her for all she has been doing, saying, "Mr Saxon will be very grateful." The Tenth Doctor and Martha barely make it into the TARDIS as an energy weapon discharges behind them. After ascertaining that their pursuers had not seen their faces, the Doctor explains that they are being pursued by aliens who have stolen a Time Agent's vortex manipulator and can follow the TARDIS anywhere. He gives her a watch and tells her his life depends on it. In November 1913, at the Farringham School for Boys, schoolteacher John Smith wakes up from this dream. Martha comes in as his maid to bring him breakfast and addresses him as "Dr John Smith". He explains to her that he sometimes has dreams of being an alien adventurer from another world, and she was with him. He notices the watch on the mantelpiece of his bedroom and Martha looks up eagerly, but he replaces it idly whilst remarking how easily dreams seem to slip away. He does, however, remember that it took place in 2007, but she shows him a paper showing he's in 1913 and he's completely human. Outside, a column of boys in grey trousers and black coats march in formation to the front of the school, which is an elegant if rather old building, as a hymn is sung by another chorus. Smith, wearing a long black coat and hat, leads them through a history lesson regarding the end of the Napoleonic Wars. Elsewhere, Martha and fellow maid Jenny scrub the floors and are accosted by two particularly unpleasant cadets, one of whom makes a snide remark regarding Martha's skin colour. She doesn't rise to it, though remarks that she'd like to smack him upside the head with her bucket once he's out of earshot, and Jenny notes that in a few years, boys like them will be running the country. Martha, her face sad, responds quietly that with the year being 1913, they might not. Later, Smith runs into Matron Joan Redfern, the school's nurse, and they chat about the boys. She wonders if he'll be going to the local village dance and he rather awkwardly falls down the stairs. Martha comes to check up on him but Redfern casually dismisses her as a maid, under the assumption she has no medical knowledge. Smith talks about dreaming that he has two hearts but a stethoscope easily shows this is not the case. He shows Joan his journal of his various dreams and the creatures he has seen such as Daleks, Cybermen, and the TARDIS. He also has pictures of Rose, although she disappears from the later entries. Nurse Redfern leaves with the book and when Martha goes after her, she asks how Martha came to be there with Smith. Meanwhile, a group of John's students are studying in their dormitory room. One of them, Timothy Latimer, is bullied by a fellow student, Hutchinson, who compels him into doing his Latin homework with a daunting deadline—the next morning. He proceeds to bully Latimer further as much for his obvious intelligence as for his uncanny and unsettling ability to know things he shouldn't or couldn't possibly know, like where Hutchinson's father is posted while serving abroad. Another student, Jeremy Baines, tires of teasing Latimer and announces to Hutchinson and the others that he knows the location of a secret stash of beer in the woods. He sneaks out the window to bring some back for the boys to enjoy in secret. Outside the local pub, Martha is complaining to her fellow maid, Jenny, that it's not fair that they have to freeze outside just to have a beer. Her modern attitude amuses Jenny, who wonders where she gets such ideas. Martha then notices a green light shooting through the sky. John Smith arrives and greets them, explaining shooting stars to them. Martha doubts the explanation in this case, being exceptionally careful to protect him. She runs off to investigate with Jenny following her. Baines has just found the cache of beer, in the woods near the school, when he sees a strange green light land on the field nearby. Curious, he investigates the light source, and stumbles across an entrance to the an invisible spaceship. Martha and Jenny arrive just moments after the ship briefly becomes visible, but miss seeing it as the cloaking technology turns back on. Inside the ship, Baines talks with the spacecraft's occupants, whom he can't see. They call themselves the Family. He wonders why he cannot see them, to which the Family ask why he would what to see them. Baines answers that it's because he wants to know what they look like. A raspy female voice explains that it can be easily done, as soon they will look very familiar. Baines screams in terror. Hutchinson and the other boys are getting impatient back at the dorm when Baines returns, his search for the secret stash of beer apparently being "unsuccessful". He is also behaving unusually, sniffing the air as though he has a cold. His eyes are also open completely, but none of the other boys seem to notice, saying there's another stash somewhere else. Martha rides out on a bike to an old hut. Inside is the TARDIS, on reduced power. She enters and greets the time machine, something that makes her think she is cracking up now. Martha thinks back to how the Doctor warned that their pursuers would never stop following them. He gave her a watch saying it contains "me," and said the Family's life spans were running out so they only needed to hide until they die. She remembers how the Doctor used a chameleon arch to rewrite his biology and transform himself into human. The TARDIS took care of everything else, creating a new identity for him. She turns on a recording the Doctor made prior to enacting his plan. She reviews it, but finds nothing pertaining to the strange sighting. She now worries that she may have to bring the Doctor back if they have found them, as it was the last resort the message said to use in that scenario. Joan asks John to sketch her in his journal, being surprised at how beautiful she is in his eyes. They kiss as Martha walks in on them by accident. She excuses herself, mumbling that love wasn't on the Doctor's list. She finds refuge in the TARDIS, and reviews the instructions again. The instructions are notably lacking one thing: the Doctor did not foresee that his human self might fall in love, obviously something he never thinks of. However, she is more concerned about the strange green "shooting star", something the Doctor didn't mention either. On the subject about "John Smith" falling in love, Martha is annoyed and depressed that it wasn't her he fell in love with. Meanwhile, Latimer is summoned to John's office to retrieve a book. While John looks for it, Latimer is drawn to the pocket watch that contains the Tenth Doctor's Time Lord memories and abilities. The boy opens it, briefly seeing the Doctor's world, and strange voices speaking of a "Time Lord," but closes it quickly as he hears Smith approaching. Latimer slips the watch into his pocket and as he touches the book Smith is handing him, he suddenly gets visions of the Doctor on the prowl. Smith notices that Latimer seems a bit off-kilter, but the boy excuses himself and scurries away, unnerved. Also inside the school is Baines, who senses a trace of a Time Lord. He telepathically reports to the others the status of the Doctor's whereabouts, and declares that it's time to activate the soldiers. On nearby Oakham Farm, Mr Clark confronts a scarecrow that has just appeared on his property. He conceives it merely as a practical joke pulled on him by an one of the "idiots" at the school. When he pulls the straw out and sticks his hand through the other side, he finds they are just scarecrows. Many more animated scarecrows promptly surround him. He becomes the Family's Father. Meanwhile, another young girl, Lucy Cartwright, is walking down a road when yet another scarecrow picks her up, frightening her. She becomes the Family's Daughter. Smith is giving weaponry training to the boys when the Rocastle, the school's headmaster, arrives and orders firing to cease. Hutchnison tells him they could do "a lot better", as Latimer is being "deliberately shoddy", at least according to him. He denies this, telling the headmaster he is trying his best, to no avail. He also speaks of his discomfort with the targets, which are meant to represent African tribesmen who would stand very little chance against machine guns when all they carry is spears. Dismissing Latimer's 'soft-hearted' beliefs, Rocastle orders for firing to continue. Meanwhile, Latimer is haunted by a vision of the future where him and Hutchinson are under attack in the upcoming war. As Hutchinson's patience is getting beyond the limit, he requests permission to take Latimer off for a "beating". Per Smith's countenance, the boys head back towards the school. Shortly after, Baines sniffs rather loudly, prompting Smith to ask if anything's the matter. He quickly dismisses it, although not in a normal fashion. On a walk together, Redfern informs Smith that he wrote about a war starting the next year, but he dismisses the idea, hoping peace will reign. As he continues talking, he notices a woman and her carriage getting dangerously close to a piano on a rope. Instinctively seeking to save her, John grabs a nearby boy's cricket ball and tosses it to start a chain of events that stop the woman just as the piano comes crashing down just feet away from her. Joan is impressed, but Smith says it was luck. He then asks her to the dance that night. Walking back to the school Joan tells John that she thinks that "the Doctor" is the kind of man he wants to be and his dreams are his subconscious' way of trying to get to be so. They notice a scarecrow askew and John fixes it. Joan asks him where he learned and he reflexively says Gallifrey. However, when questioned about its location, John isn't sure. Meanwhile, the possessed Baines, Mr Clark and Lucy use their animated scarecrows to capture Jenny, who becomes the Family's Mother. Jenny then returns to the school and engages Martha in conversation. Martha quickly realises something is off about her friend and makes a hasty excuse to leave, barely avoiding a laser that 'Jenny' fires at her from the upstairs window. She runs to Smith, who is with Redfern preparing to go to the village dance that evening. She finds that the watch is gone, and tries in vain to restore him to his Time Lord configuration without it. However, Smith assumes Martha is delusional and thinks his fictional stories are real. Annoyed, Martha slaps Smith, telling him to wake up. Smith, shocked at Martha's behaviour, promptly fires her and leaves for the village dance with Nurse Redfern. The Family break into Smith's office and search it, as the scent is traced back to him. They find the flier for the dance and decide to follow. At the same time, Martha has arrived with the sonic screwdriver, prompting Joan to admit she feels something off about Smith. Tiring of Martha's "games" is left speechless when she shows him the device he's seen in his dreams. Latimer is still watching Smith from a distance, curious about him. The Family crashes the dance after vaporizing the unfortunate door attendant, to the confusion of the assembled villagers. Mr. Chambers, the man in charge of the dance, accosts Mr. Clark and asks him what is going on. In response, 'Clark' disintegrates him in front of the horrified villagers. Martha quickly tells Smith to forget everything she just told him as the Family turn their attention to him. However, Lucy/Daughter of Mine has been there the whole time and overheard Martha's attempts to get the Doctor's memory back, telling her Family the Time Lord is within their grasp. However, John easily points out that he is human without any memories of the person he was before. Baines/Son of Mine is amused, seeing the Doctor went as far as erasing his memory along with changing his biology. As the Doctor is useless to them like this, they try forcing him to change back by threatening him. Remembering Martha said Joan was important to him, the Family takes both hostage and order John to choose which is to die: "Maid or matron, friend or lover, your choice." As the Family holds Martha Jones and Joan Redfern captive, John Smith is helplessly bewildered by their demands. Tim Latimer briefly opens the watch containing the Doctor's essence, confusing the Family with the Doctor's scent. This allows Martha to grab a gun from Mother of Mine, take her hostage and point the gun at Son of Mine, who doesn't take her seriously and remarks on her fire. Martha snarls "And you can shut up!", punctuating the warning with a shot through the roof. Son of Mine doubts that she'd have the gall to shoot him, but she points out that a scared person with a gun is quite dangerous. The Family members unwillingly lower their weapons and Martha tells Smith to evacuate the building. After everyone has left, Martha releases Mother of Mine but keeps her weapon poised to shoot 'Sonny-boy' if they try anything. Advancing on her, Son and Mother of Mine remark on her bravery and how Mother of Mine should have taken her form instead. Martha asks about Jenny's fate and Mother of Mine sadistically reveals her last moments; the possession kills the host in the process, unfortunately. Taking advantage, an animated scarecrow grabs Martha and retrieves the gun. She escapes and runs outside, where she finds Smith and leads him away. The watch still tells Latimer to keep it hidden. Smith, Joan, and Martha race back to the school, where Smith sounds the alarm. Father of Mine investigates Martha's past movements while the rest of the Family return to the school. They send Sister of Mine to spy on the school's inhabitants. Inside the school, Martha pleads with Smith about having the students fight, but Smith says that they are trained to defend King and Country. Headmaster Rocastle enters, angry at first, but approving Smith's actions after hearing that Jeremy Baines (Son of Mine) and Clark (Father of Mine) have gone insane and are chasing them and people have been murdered. The headmaster and Smith arm the boys and prepare for battle. Unable to stop them, Martha races to Smith's room to search for the watch, followed by Joan. Joan slowly comes to accept the origins of Martha and the Doctor. Latimer hides away with the watch. Rocastle and Phillips go outside to assess the situation. Son of Mine demands John Smith be handed over along with his Time Lord consciousness. He mocks Rocastle for teaching children to fight in the war that is coming, which will make them see war as less glorious than they were led to believe. Rocastle states his devotion to King and Country. Son of Mine vaporises Phillips. Rocastle runs back into the school, where Smith and he resume battle preparations. They order the boys to set up barricades and a line of machine guns to repel the Family. Son of Mine summons his scarecrow "soldiers". Father of Mine finds the TARDIS. Joan asks Smith about his Nottingham childhood, noting that his knowledge is confined to facts. "How can you think I'm not real?" he protests. She says that whoever he is, he knows it is wrong to have the boys fight. Sister of Mine finds Latimer, who beams the Time Lord consciousness out of the watch, striking her with an image of the Doctor at his most merciless. This betrays his position and the Family send their scarecrow army to bring out the watch. This army's first line is machine-gunned, but Smith finds himself unable to fire. Sister of Mine appears and Rocastle thinks she is merely a girl and should be brought in for her own safety, despite warnings from Martha, Joan and Smith. Sister of Mine kills Rocastle, then taunts the boys, none of whom are willing to kill a girl. Smith orders the boys to make an orderly retreat, but the Family and their scarecrows chase them and line them up to look for the watch. Finding that none of them have it, they are about to massacre the boys when Latimer sends a beam from the watch on an upper floor. This distracts them and the boys get away. Latimer escapes out a window. The Family bring the TARDIS to the school, and taunt Smith, who is watching from the adjoining woods, to come to them. Smith denies having seen the TARDIS before, but Joan recognises it as the blue box in his journal. Seeing this latest evidence of the Doctor's existence, Smith pleads desperately to remain himself. The Family return to their ship and use their alien technology to bombard the village to hasten Smith's surrender. Smith, Joan and Martha retreat to the Cartwrights' empty cottage; Joan has deduced that Sister of Mine killed her human host's parents earlier in the day. Latimer arrives soon after, watch in hand. He says he has seen the Doctor. He calls him fearsome and wonderful. After Smith takes the closed watch, it causes him to speak in the Doctor's voice for a moment, explaining Latimer's telepathic abilities as due to "an extra synaptic engram". Smith is horrified. Martha tries to convince Smith to open the watch and change back, saying that she loves the Doctor to bits and he is needed. Smith sees the transformation back to the Doctor as his own suicide. Latimer and Martha leave Joan and Smith alone. Smith has an agonised discussion with Joan. Both see a vision of how Smith will live out his life if he remains human: marrying Joan, having children, becoming a grandfather and dying at home in bed with Joan at his side. Joan remains ambivalent, having discovered from Smith's journal the awful consequences of the Family gaining what they seek and how they will spread despair, destruction and death across the universe. Smith appears at the Family's ship and stumbles into things as he yields the watch in return for the Family stopping the bombardment (and, apparently, to preserve his human identity). When they open the watch in triumph, they find it empty. Smith has changed back into the Doctor, misdirected their senses so as to seem human and in falling around, pushed buttons which make the machine overheat and destroy itself. Before leaving, he offers them one word of advice: Run! They quickly oblige and are able to make it out before the ship explodes. The Family and the Doctor escape, but Son of Mine narrates the fate of the Family afterward. He realises the Doctor made himself human out of kindness to the Family; the Doctor would have preferred that they die peacefully. After all the death they caused, however, instead of showing them mercy he unleashes his wrath and deals out the ultimate punishments to them. As the Family's desire was to become immortal, he chooses to grant this wish but in other ways: he traps Father of Mine in chains forged at the heart of a dwarf star, Mother of Mine in the event horizon of a collapsing galaxy and Sister of Mine in every mirror in existence. The Doctor visits her once a year, every year. Finally, the Doctor suspends Son of Mine in time, and dresses him as a scarecrow to watch over the fields of England as its protector. The Doctor visits Joan, who is certain that Smith is dead. The Doctor says Smith still exists within him; he is capable of everything that Smith was. He invites her to travel with him, but Joan refuses to go with the stranger who wears her dead lover's face. Instead she reminds him that had he not chosen to hide then everyone who the Family murdered would still be alive, and sends him away. She watches him leave and starts to cry, clutching Smith's journal to her chest. The Doctor returns to the TARDIS, where Martha awaits him. She brushes off her earlier confession as an act of desperation, which he seems to accept. He thanks her for looking after him and they hug. Latimer appears to see the Doctor and Martha off. He states that he now "knows what he must do" and is given the now-empty watch by the Doctor. He watches the TARDIS leave. Latimer later saves Hutchinson and himself on the Western Front. In the future, when an elderly Latimer attends an Armistice Day commemoration, still holding the watch, the Doctor and Martha observe from a distance, wearing poppies. They silently acknowledge each other as the service continues. Young photographer Sally Sparrow breaks into an old house (Wester Drumlins) and takes photos of fallen chandeliers and moss growing in fireplaces. Entering a room upstairs, she sees peeling wallpaper and the letters "BE" exposed underneath. She pulls back the corner and finds the message "BEWARE OF THE WEEPING ANGELS". She tears off more wallpaper, revealing a message telling her to beware of the Weeping Angels, and telling her to "duck, Sally Sparrow." It is only when she reveals the words "duck now" that she actually does so, narrowly avoiding a rock that would have hit her head. She looks out the window, from where the rock was thrown, and sees the statue of an angel with its hands covering its eyes. She peels the rest of the wallpaper off to reveal the writer of the message — "Love from the Doctor, 1969." Sally appears to return home, looking into her living room; there are numerous televisions; they show a man with glasses, although in one screen and young woman is butting into the scene. The man tells the viewer not to turn away, not to look away, and not to blink — "Blink and you're dead." Sally calls her best friend Kathy Nightingale, despite the late hour; she answers, groggily, but refuses to leave her home. It's then revealed that Sally is in Kathy's home, having been given a key. Annoyed, Kathy gets ready to greet her friend; however, upon hearing the toilet, Kathy asks if Sally has met her brother, warning her that she's about to. Sally turns to the hall to see Kathy's naked brother, Larry, who desperately hoped he was wearing pants. Kathy walks in, shouting at Larry to get to bed; she then notices Sally isn't concerned by this, asking her what's wrong. The next morning, Kathy and Sally return to the house; Kathy has a laugh that they are acting like detectives. Sally shows Kathy the message on the wall and the Weeping Angel, but thinks it is now closer to the house than before. Someone rings the doorbell; Sally answers it, and Kathy waits in the room where the writing on the wall is - "in case of incidents". Sally answers the door to discover a man who is looking for her. He says that he was told to come to this place on this exact date and time and give Sally Sparrow a letter. As Kathy spies on the conversation from in the room, she fails to notice the Weeping Angel moving whenever it isn't in sight; lowering its hands from its eyes, and creeping into the room and up on Kathy from behind. When Sally asks the man who sent him, he replies that it was his grandmother, Katherine Wainwright, who specified that he explain that before marriage, she was known as Kathy Nightingale. At that moment, the door to the room Kathy is in slams shut. Sally calls to Kathy, which the man assumes is her wondering if he said the right name; he restates her full name Katherine Constello Nightingale. Sally presumes she has figured out the joke and calls for her friend, but Kathy does not answer. When she goes back into the room where she left her, Kathy has completely vanished, and the Angel is back in its original spot and position outside. Elsewhere, Kathy gets up in a field, and asks a local lad where she is. He replies that she is in Hull, but she refuses to believe it until he shows her the local newspaper, which not only confirms her location but also shows the year to be 1920. Back at Wester Drumlins, the man has become upset; he promised to fulfil this task for his grandmother, Kathy Wainwright, who died in 1987. This persuades Sally to take the letter, who reads it; this man is indeed Kathy's grandson, who swore to fulfil her last request. In anger, Sally flings down the letter and heads upstairs, only to find three more Weeping Angels. One of them has a Yale key in its hand. She takes it and heads out, only to find Kathy's grandson leaving with his promise fulfilled. As Sally leaves, she fails to notice the Angels uncovering their eyes and watching her as she takes the key and leaves. In a coffee shop, Sally reads the letter fully, learning Kathy led a full and happy life (with Ben, the first man she met in Hull) with a family. She includes photographs of her and her children (with her daughter named after Sally), and grandchildren. Sally reads Kathy's joke about living to an exceptionally old age and her request to tell Larry, who works at a local DVD shop, something; her parents are gone by this time, so he's really her only close family. Sally goes to Kathy's grave to pay her respects to her dead friend (having a laugh that Kathy lied to Ben, claiming to have been younger than she was), then leaves for the DVD shop. Sally fails to notice one of the Angels from Wester Drumlins spying on her in the graveyard. When Sally gets to the DVD shop, she goes into the back to find Larry. She sees the man with glasses who gave her the blinking warning on a TV. Larry explains that the man is an Easter egg found on seventeen DVDs and no one, not even the manufacturers or the publishers, knows how it got there. As they are talking, the DVD keeps un-pausing itself, and the man with glasses says random phrases, one of which shockingly fits with something Sally commented. In the end, Larry gives her a list of the seventeen DVDs that have the Easter egg on them. She leaves the shop, having gotten an idea from a comment in passing by Larry's co-worker ("Why does nobody ever just go to the police?") about what to do next. Sally goes to the police station, and after mentioning the house's name, meets up with DI Billy Shipton. He shows her a collection of cars with something strange in common: all of them were found outside the Wester Drumlins house (some with their motors still running) and all of their owners vanished without a trace. He shows her a fake police phone box, with a lock that will not open. Billy charms Sally to give him her mobile number before she leaves. After she leaves, Billy finds the Weeping Angels have appeared in the room with him, surrounding the phone box. While examining them closely, he blinks. Outside, Sally finds the key she took from the Angel's hand in her coat pocket. She heads back to the garage to try it out, but Billy and the police box have gone, and the outside door is broken. Someone has broken through it with great force. Billy gets up to see the Doctor and Martha, who tell him he is in 1969, because of the "touch of an Angel." The Doctor advises not to go swimming for an hour as time travel without a capsule is disorientating. Martha advises Billy to nod when the Doctor stops for breath. Billy wonder how the Doctor found him; the Time Lord shows off a modified lunch box, which detects when someone comes from a different time - "and can cook an egg from 20 paces, whether you want it to or not." Because of this, he actively avoids chickens, as it's not pretty when they blow up. The Doctor explains that normally, he would have offered Billy a ride home; however, someone's nicked his motor. After they talk, the Doctor asks Billy to give Sally Sparrow a message, and apologises that it will take "a while" to get the message through. Back in the present, Sally gets a phone call. She goes to visit an old and dying Billy at the hospital. They have a laugh that Billy managed to marry a Sally, who has already passed away. He then passes on the Doctor's message - "look at the list" - the list being the DVD list Larry gave her. Billy reveals that he didn't stay a cop back in the '70s; he instead got into video publishing. Sally realises that he was the one who put the Easter eggs on the DVDs. He also says that she will understand one day, but that he won't; the Doctor has told him that this is their last meeting, and that he has only as long as the rain stops before he dies. Billy goes to explain that he could have contacted her before tonight, but the Doctor advised him against it as the resulting temporal paradox could have severely damaged the universe. She decides to stay with him until the end. After the rain has stopped, Sally calls Larry. She has realised what the DVDs on "the list" all have in common: they are all owned by her; specifically they are the only DVDs that she owns, which means that the Easter egg is meant for her. She asks him to bring a portable DVD player to the old house. Larry does so, and brings the DVD with the best sound on the Easter egg. They play it, and see the full message from the Doctor. He makes the same random comments from the video store, but now they fit perfectly into what Larry and Sally are saying. Realising this, Sally thinks he can hear them, but Larry explains that he always says it and that he has got a transcript of the Easter egg with him. As the Doctor gives his message, everything Sally says seems to fit in, so Larry, now very excited, begins to add her words to the transcript. The Doctor mentions that he has a copy of the transcript on his autocue. That is how he knows what she is saying. He warns of creatures from another world, the "Lonely Assassins", aka the Weeping Angels. They are incredibly fast, and they can send people back in time, which is how he got stuck in 1969. These aliens have a unique defence mechanism which he calls this a "quantum lock".  ; if any living thing looks at the Angels, they immediately turn to stone until they are no longer looked at. This explains the "weeping"; they cannot look at each other, since it has the same effect. Since a statue can't look away or blink, the Angels who see each other never move again. These Angels feed off the days their victims never had, and now they are looking to get into the TARDIS, which is filled with time energy, which the Angels will feast on for a lifetime, and since Sally has the key, the Angels are after her now. The Doctor is stuck in 1969, so he is relying on Sally to send the TARDIS back to him. When she asks how, he mentions that he has run out of transcript, but he can guess why: he surmises that the Weeping Angels are closing in, forcing her to flee and so left the transcript unfinished. Indeed, Larry has stopped writing. He says what Sally has already heard; she must keep her gaze on the Angels; she mustn't turn away, look away, or even blink -- the Angels can move with incredible speed when unobserved; "Blink and you're dead." Once the message has ended, Sally and Larry both realise at the same time that neither is looking at the Weeping Angel anymore. They look up. The Angel is now in the room with them, baring sharp teeth in a savage snarl and outstretching clawed fingers towards them. As a terrified Larry keeps his eyes fixed on the Angel to stop it getting any closer, Sally tells Larry to stay in the room to keep the Angel where it is, while she searches for a way out. As she tries all the doors in the house, only to find the Angels have locked them in while they were watching the Doctor's message, Larry is growing increasingly restless and fearful that the other Angels could come up behind him. Larry turns around for a split second, and the Angel moves to right in front of him. Keeping his eyes on it, he slowly backs out of the room. Sally finds an unlocked door to the cellar, and calls out to Larry to give him the news. Larry willingly flees to rejoin with Sally. Larry and Sally descend into the cellar to find a way out. They find the TARDIS, along with the other three Weeping Angels. They head towards the door, keeping their eyes on the Angels. As they get to the TARDIS, the fourth Angel has appeared by the stairs and is pointing at the light. The light starts to flicker, and Sally and Larry realise in horror that the Angel is draining the light so that the Angels will be able to attack in the darkness. With each flicker, the Angels move towards Sally and Larry with their claws out and their teeth showing, as the humans frantically try to unlock the TARDIS door. At the last second, they open it and flee inside and lock the Angels out just in time. As the two look around at the TARDIS interior in amazement, a hologram of the Doctor activates, and says that the TARDIS has detected an authorised control disc, valid for one journey only; it is the DVD that Larry played for Sally, which is now glowing. But the Angels outside begin shaking the TARDIS on each side, looking for a way in. Larry puts the DVD into the console and the TARDIS begins to dematerialise. But as the TARDIS begins to fade away around them, Sally realises the TARDIS is leaving, but she and Larry are not going with it. She screams at the Doctor to help them, even as the TARDIS fades, leaving them crouching in the middle of the circle of Angels. Sally yells to keep looking at them, but Larry stands up slowly and realises that the Doctor tricked the Angels - they've been left looking staight at each other, freezing them permanently. A year later, Sally and Larry are running the DVD store together but Sally cannot let all that has happened go as she still doesn't know how the Doctor got all the information he possessed. Sally is shown to now have everything she recorded (including the transcript, the photos of the wall and the list of DVDs) in a folder which she keeps on her at all times. When Larry goes out to get some milk, she sees the Doctor and Martha getting out of a taxi. She rushes over to talk to them, only to find that he doesn't recognise her as the events of her past are still in his future. Sally suddenly realises that she is the one who gives the Doctor the information he needs to retrieve the TARDIS and save her from the Weeping Angels. Sally then hands over the folder telling him he's going to be transported back to 1969 and he'll need to ensure he has it on him when he is. The Doctor is in a rush, still in the middle of another adventure, but asks Sally's name and tells her its nice to meet her. Larry returns right at that moment with the milk and can only stare at the Doctor and Martha in stunned amazement. The Doctor is in a hurry and cannot stay, so he and Martha eventually head off to take care of "four things and a lizard", while Sally clasps Larry's hand and goes back into the shop, Sparrow and Nightingale's antiquarian books and rare DVDs. However, the scene shifts to montage across the public statuary, punctuated with the Doctor's recorded warnings, as though to warn us that there might be other Angels lurking among the statues. "Blink and you're dead. Don't turn your back. Don't look away. And DON'T. BLINK. Good luck." (Then he ironically blinks) The TARDIS arrives at Cardiff to refuel at the Rift. The Tenth Doctor notes in surprise that the Rift has been active, and so refuelling should only take 20 seconds. Martha asks about the earthquake that happened in Cardiff, to which the Doctor replies, "A bit of trouble with the Slitheen." A figure suddenly bolts toward the TARDIS screaming "DOCTOR!" from the distance. The Doctor, shocked, sees Jack Harkness running towards the TARDIS on the monitor and takes off. Jack leaps onto the TARDIS as it dematerialises, and the TARDIS console sends out sparks, knocking the Doctor and Martha to the floor. The Doctor is astonished that they are accelerating towards the future, ending up at the year 100 trillion — the end of the universe. Jack holds on tightly to the TARDIS, screaming for the Doctor as they hurtle through the time vortex. Somewhere else, a humanoid face with fangs turns and announces that "humans are coming!" In a desolate area, a human is running from the Futurekind. Within his laboratory, Professor Yana notes that there is movement on the surface: a "human hunt". His assistant, Chantho, asks if she should alert the guards. Yana tells her not to, as they can't spare them. The Professor is asked for a progress report over the radio but evades it by having Chantho answer. While she speaks, he is unable to focus due to the sound of drums in his head. Chantho gains his attention to show him that the surface scanner has now detected the TARDIS. He remarks, "It would seem something new has arrived." The Doctor tells Martha that he doesn't know what is outside — none of the Time Lords ever came this far. Gleeful at seeing the unknown, they leave the TARDIS. Outside, they find Jack on the ground. While Martha rushes back into the TARDIS to get a medical kit, the Doctor says to Jack, "Oh, I'm sorry." Realising that Jack hung on all the way through the vortex, the Doctor remarks that it is "very him". Martha says that Jack is dead, but just then he takes a deep breath and sits up, grabbing a shocked Martha by the arms. Jack immediately begins flirting with Martha, and an annoyed Doctor tells him not to start. The Doctor and Jack greet each other tersely. The Doctor playfully asks if Jack has had any surgery, which Jack scoffs "you can talk", as Jack had not seen this incarnation yet. Jack accuses the Doctor of abandoning him, which the Doctor shrugs off. Jack asks after Rose, having seen her on the list of the dead after the Battle of Canary Wharf. The Doctor happily tells Jack that she is safe and sound on a parallel world along with Mickey and Jackie. Jack and the Doctor embrace in relief, while Martha shows subtle resentment over the mention of Rose again. The Futurekind are once again seen chasing the same man as before. Jack tells Martha of being stranded in the year 200,100 A.D after the Doctor had left without him, much to her indignation. In response, the Doctor coolly claims that he had been "busy". Jack shows Martha his vortex manipulator — which an unimpressed Doctor considers a space-hopper in comparison to his "sports car" TARDIS — and explains that he had used the manipulator to try to get back to the 21st century, but ended up in 1869 and had to live through the following decades, basing himself at the Rift until his life coincided with one of the Doctor's incarnations that would know who he was. Martha asks if the Doctor just gets bored of his companions. Jack says, "Not if you're blonde", to which Martha displays sarcastic surprise at the fact Rose was blonde, causing the Doctor to become irritated at their complaining. They come across a city-like conglomeration. When Martha asks about humanity's fate, Jack spots the man running from the Futurekind. Jack catches the man, and pushes him towards the Doctor, drawing his service revolver. The Doctor stops Jack from killing the Futurekind, and Jack fires into the air, scaring them. The Doctor plans to head for the TARDIS, but they are cut off by more Futurekind. The four head for "the Silo". They approach the gates, with the Futurekind closing the distance. The guard yells at them to show their teeth, admitting them to the Silo once they show their normal human teeth. A soldier fires an assault rifle at the Futurekind to force them back; when Jack remarks that the Doctor didn't tell him to put his gun down, the Doctor points out that the soldier is not his responsibility. The Futurekind leader reluctantly orders his minions to fall back; they retreat a short distance where they can keep watch on the Silo. The man asks the soldier if he can be taken to Utopia, which the soldier happily responds to affirmatively. Professor Yana learns that the Doctor, who claims to be a scientist, is in the Silo, and rushes upstairs to find him. The Doctor asks for the men to help retrieve the TARDIS. The Doctor is happy when he discovers that humans have survived to the end of the universe, remarking that though they "spent a million years evolving into clouds of gas", they revert to the same form eventually. Jack flirts with a male refugee, with the Doctor once again telling him to stop. Jack helps the Doctor open a deadlock seal, and the door opens to show a deep rocket shaft, into which the Doctor blindly steps and nearly falls down before Jack yanks him back. They see a large rocket in the shaft, with neither the Doctor or Jack recognising the engines. The Doctor muses on what "Utopia" can mean if the universe is collapsing. The Professor arrives, dragging an amused Doctor away, followed by Martha and Jack, but the four pass a woman whom nobody notices baring her teeth, revealing her to be one of the Futurekind. Back in the lab, Jack immediately flirts with Yana's alien assistant while the Professor shows the Doctor all the machines within the rocket. However, the Doctor can't help, as the technology is unknown to him. Martha is shocked and disgusted to find the Doctor's hand (which Jack describes as his "Doctor Detector") in a glass case in Jack's backpack, and the Doctor explains how he lost it "Christmas Day, in a sword fight". Yana enquires as to the Doctor's species, and the Doctor is saddened that the Time Lords have never been heard of in this time. He then adds somberly that the end of the universe is a bit humbling for his species. Chantho reveals that like the Doctor she is also the last of her kind, the Malmooth, and Yana says that this was originally the Malmooth homeworld Malcassairo, before the humans took refuge. In response to Jack's query about who the "Beastie Boys" upstairs are, Yana tells them of the Futurekind, which in themselves are a myth. It is feared that they are what the humans will become, unless they reach Utopia. Yana shows the Doctor the co-ordinates of Utopia, supposedly a project of the Science Foundation to find a way to save mankind from the end of everything. Yana once again hears the sound of drums. The Doctor surmises that the rocket will not fly, but Yana hasn't told the others to keep them from losing hope. Impressed by this, the Doctor applies what knowledge he has and uses the sonic screwdriver to get the system working. The passengers board the rocket, the outside guards secure the gate against the Futurekind and retreat into the Silo, and the Doctor, Yana, and Jack work to speed up the launch process. The Doctor remarks to Yana that he built the system of "food and string and staples", calling Yana a genius who would be revered in a different time. Yana admits wistfully that some admiration just once would have been nice. The Doctor has also realised that Yana must stay behind to launch the rocket, which the Professor admits — Chantho has refused to leave, and he considers himself too old for Utopia, instead wishing for rest (death). A message comes over the radio that the TARDIS has been found. The Doctor gleefully remarks he may have a way for Yana to go too, though Yana barely hears him, for as he looks at the picture of the TARDIS, the sound of drums grows louder in his head. The Doctor uses the TARDIS to provide extra power. The Professor tells the Doctor of the sound of drums and how they are growing louder, as if they are getting closer; he says that he has heard them all his life. Chantho tells Martha she has been with the Professor for 17 years, letting slip her unrequited love for him, something Martha sympathsises with. Martha asks about the sentence structure she uses, starting sentences with "Chan" and ending with "Tho". Chantho replies that it would be rude not to, before trying once with a fit of the giggles. Atillo communicates with Yana, who gives him instructions as the communication line fails and then gets Martha to reboot the system every time the picture goes. Atillo sends Jate into the couplings room, which is flooded with Stet radiation, to enable the launch with a gravity footprint. The female Futurekind damages the system, and Jack and Yana furiously try to correct the radiation levels. Finally, Jack sends a massive (and lethal) current through his body in order to jump-start the override system, but Jate is vaporised by the Stet radiation. As the Doctor points out, no one can enter the room without dying, but as Jack comes back from the dead, remarks he has got just the man for the job. The Doctor and Jack race down to the couplings room — ordering Atillo to board the rocket — and Jack asks the Doctor how long he has known that he is immortal. The Doctor grimly replies, "Since I ran away from you", as Jack enters the couplings room — unlike his predecessor, he just winces instead of disintegrating. As they watch the process, Martha tells Yana and Chantho of the Doctor's ability to travel through time and space. Yana has new sounds in his head, including the reverberating word "TARDIS". Jack explains that it wasn't until 1892 that he found out he was immortal after getting killed in a fight on Ellis Island, then waking from death. His past deaths included falling off a cliff; getting trampled by horses; World War I; World War II; poison; starvation, even a stray javelin. The Doctor tells Jack that to him he is "wrong" — a fixed point in time and space, a fact. Just looking at him is an effort for the Time Lord. Even the TARDIS knew what Jack was — it had travelled to the end of the universe to try to shake him off! Jack recalls facing three Daleks and his death at their hands, and the Doctor explains about Rose and the Bad Wolf entity, remarking that if a Time Lord had done what she did, they would have become a powerful and vengeful god. The Doctor then tells Jack that because of her humanity and compassion, Rose used her new-found power to bring him back to life, but unable to control the power, the transformation was irrevocable; the Doctor muses that "the final act of the Time War was life". When Jack asks if Rose could reverse the process, the Doctor replies that not only did he remove the power from her, but she is trapped in the parallel universe and can't return home. Jack says that he went back to the Powell Estate in the 1990s, never letting Rose see him (to avoid temporal contamination) but watching her growing up. When asked if he still wants to die, Jack admits that he isn't sure anymore. The Doctor points out that Jack has the potential to meet other incarnations of himself across time — and that he might still be around in this time — joking that "it's the only man you're ever gonna be happy with". As Jack says that this new regeneration is a cheeky one, "regeneration" is another word added to those reverberating around Yana's head. Yana is in tears, remembering stories of time travel from the old days that he never believed. He pulls out a fob watch, remarking that he was always late with time and the watch never worked. Martha is shocked, recalling the Doctor having a similar watch which he used to become human to avoid the Family of Blood. She asks where he got it, and Yana remarks that he was found with the watch, "an orphan in the storm", on the coast of the Silver Devastation. Yana says it is broken, and Martha asks how he could know if he has never opened it. Martha turns over the watch and finds Gallifreyan inscriptions on it. Martha rushes to find the Doctor, having inadvertently piqued Yana's interest in the watch. The countdown for launch begins. Martha tells the Doctor of the watch, and the Doctor dismisses the idea as impossible. Jack says he may not be the last Time Lord, and Martha says it should be brilliant news — though the Doctor says it depends just which Time Lord Yana is. The Doctor yells at Martha, desperate to know exactly what Yana said. As Yana inspects the watch, malevolent voices call to him from it, demanding that he open it. Jack remarks that the end of the universe is the perfect place to hide, and Martha recalls the dying words of the Face of Boe: "You Are Not Alone" — for which "Yana" is an acronym — and the Professor opens the watch. A burst of golden energy swirls into the Professor's face and radiates through the laboratory, which astonishes Chantho. The rocket launches, and the Futurekind watch in frustration as it leaves. Chantho tries to speak to the Professor, but the look in his eyes has changed — they are now dark and sinister. Yana deliberately closes all the doors, barring the entrance of the Doctor, Martha and Jack to the laboratory, then coolly opens the front gates, allowing entrance by the Futurekind to the Silo. Chantho frenetically attempts to reason with him, but he fails to yield. She holds a gun to Yana to try to stop him, but he advances on her with high-voltage cable in hand. As the Doctor and the others try to get back to the lab — having to double back after running into the Futurekind — Yana blames Chantho for never asking about the watch and spitting that her constant "chan" and "tho" drove him insane. Chantho begs "the Professor" for his forgiveness, but he shouts that it is not his name — merely a disguise so perfect he forgot his own identity. When a terrified Chantho asks who he really is, he replies, "I am the Master," before electrocuting her with the cable as the Doctor, Martha, and Jack reach the lab and try to get in. As the Master pulls the cable from the TARDIS, Chantho shoots him before dying. Jack finally smashes the control panel to open the door, but the Master retreats into the TARDIS, putting the catch on the lock to prevent the Doctor getting in with his key as well as deadlocking it against the sonic screwdriver. As the Doctor shouts desperately that everything's changed, Jack and Martha struggle to close the lab's door against the Futurekind. Fatally injured, the Master fumes on being killed "by an insect, a girl" and then proclaims that if the Doctor can be young and strong, so can he. With a deranged wail, the Master explodes in a spectrum of regeneration energy, his eyes glow violently, and he changes into a younger form, collapsing to the floor as the pain of his regeneration overwhelms him. The Doctor stands outside his TARDIS aghast and helpless while Martha and Jack desperately block the Futurekind from gaining entrance. Now a new, even more psychotic version of himself, the Master springs up from the TARDIS floor. Laughing in triumph, the Master uses the TARDIS' intercom to speak to the Doctor — sarcastically remarking about his past propensity to tell the Doctor his plans and remarking that he won't do so this time — and Martha realises that she knows his voice. The Doctor begs him to stop, to which the Master demands that he use his name. The Doctor then says, "Master I'm sorry." The Master pauses and shouts, "Tough!" as he prepares the TARDIS for launch. The Doctor uses the sonic screwdriver and stops the launch momentarily. The Master overrides it and gleefully bids the three a sarcastic goodbye. The TARDIS dematerialises as the Doctor looks on in horror, while the Futurekind pound at the door. The Tenth Doctor, Martha Jones, and Jack Harkness are trapped by the Futurekind. The Doctor fixes Jack's vortex manipulator to get them to 21st century Earth; the trip, however, is not comfortable, with the Doctor complaining that time travel without a capsule is "a killer". He also explains that when he used his sonic screwdriver on the TARDIS as the Master stole it, he fused the coordinates so that it would only go to the last place and time it had been - 21st century Earth. They know he will be approximately where they are. Meanwhile, Harold Saxon is on the news with his wife Lucy, having just come from Buckingham Palace after winning the election and being confirmed as Great Britain's new Prime Minister. Martha tells the Doctor that she recognised the Master's voice inside the TARDIS: it was that of Harold Saxon. The Doctor realises with horror that not only is the Master now Prime Minister, but he is married as well! In 10 Downing Street, the Master is on his way to his first Cabinet meeting. He meets Tish Jones, who now works at 10 Downing Street. After speaking to Tish, he walks into the Cabinet Room. He tosses dossiers into the air, but his enthusiastic attitude only manages to elicit a smile from Albert Dumfries. The Master quickly changes his attitude and insults the Cabinet, calling them traitors for abandoning their political parties and jumping on his political bandwagon as soon as they saw the vote swinging his way. As their "reward", he quickly sits down and puts on a gas mask. Albert asks the Master why he is wearing a mask, and the Master replies that he's wearing it because of the gas (a process made difficult to explain because the mask muffles his voice). Before anyone can figure out what he means, toxic gas is sprayed into the room from the two deskphones' speakers. Albert manages to splutter out, "You're insane!" to the Master (who replies with a double thumbs up) before he drops dead on the table, following the other ministers. The master, surrounded by his dead cabinet, begins to tap his fingers on the table in a four-beat rhythm. Martha returns home with Jack and the Doctor and they quickly set up a computer search about "Harold Saxon" which shows he was the former Minister of Defence who entered the public eye when he shot down the Racnoss Webstar on Christmas Eve. Martha points out that he has a complete biography, his education and achievements are all known to the public. At Downing Street, Lucy Saxon is speaking to Tish when a woman named Vivien Rook arrives from the Sunday Mirror, saying she is here to interview Lucy about being the Prime Minister's wife, and asks Tish to leave. After Tish leaves, Rook confronts Lucy about her husband's fictitious life story: he only appeared shortly after the downfall of Harriet Jones, but all of his background prior to that has been forged, and curiously, no one is bothering to question the forgery. Lucy responds that she made her choice for better or worse, revealing the Master's presence in the room. The Master admits that "Harold Saxon" doesn't exist, at which point he conjures four robotic balls the size of footballs. He tells one to kill Vivien as he and Lucy leave. As they rush in on Vivien and slice her to death with tiny knife blades, Lucy angrily remarks that the Master told her that "Archangel" was 100 percent and questions him on how Vivien knew everything; the Master demurs, admitting it was more like 98-99 percent. Lucy then fearfully remarks other people may be asking questions about them and that their time is running out. The Master embraces his wife and promises her that tomorrow, the world will end. At Martha's flat, the Doctor explains that the Master couldn't have arrived more than eighteen months earlier so doesn't understand how he has the entire country supporting him in such a short time. Martha and Jack admit they thought he was a nice guy, and they had even planned to vote for him. The Doctor asks what exactly Harold Saxon stood for, but Martha struggles for an answer stating he just had a voice she felt she could trust. During this, Martha begins tapping her fingers in a four-beat rhythm which the Doctor picks up on. Suddenly a Saxon Broadcast comes on the television. In the broadcast, the Master mentions several previous alien attacks, namely the destruction of Big Ben, the spaceship over London, the ghosts and metal men, and the Christmas Star that came to kill. He then says he has been contacted by a new species, called the Toclafane. The Doctor is aghast upon hearing the name, knowing it's false. The Master then claims that tomorrow morning, "We will take our place in the universe. Every man, woman, and child. Every teacher and chemist and lorry driver and farmer. I don't know — every medical student?" The Doctor, knowing the Master is talking to them, looks behind the television and finds a bomb; he, Martha and Jack run out on to the street just before the flat explodes. The Doctor, Martha and Jack climb into a car and Martha calls her mum against the Doctor's advice. Francine asks her to come to her house, claiming she has plans of getting back together with Clive. Martha realises something is wrong, as she knows her mother can barely stand to be in the same room as her ex-husband under normal circumstances. Francine hands the phone to Clive, and Martha asks him to just say 'Yes' or 'No' when she asks if anyone is there with him not knowing Miss Dexter, a government official working for the Master, is listening to the conversation. Clive, after considering for a second, answers "Yes," and tells Martha to run. Miss Baxter orders the police to arrest the entire Jones family. Martha phones Tish at Downing Street, just as Tish is dragged away by two guards. Martha, the Doctor, and Jack arrive at Francine's house as Francine and Clive are being forcibly dragged by police to a jail transporter van. As they screech to a stop, Francine shouts a warning to Martha, and Miss Dexter orders armed police to ready their rifles. With no choice but to make a run for it the Doctor, Martha and Jack quickly put their car in reverse and drive off as the police officers open fire, bullets shattering the back windshield and the sides of the car. As they drive off, the police officers shove Francine and Clive into the back of the van and lock the back doors. As the three of them abandon the car, Martha phones Leo, who is in Brighton with his partner and child visiting a friend. As Martha warns her brother to hide, the Master interrupts the phone call. The Doctor takes the phone and talks to his old enemy: the Master is horrified to learn that Gallifrey is lost, and mercilessly berates the Doctor when he learns how the Time War ended and the Doctor's part in it. The Master says that the Time Lords resurrected him as the perfect warrior to fight in the war, but he ran away in fear, explaining that he used a chameleon arch to turn himself into a human and fled to the end of the universe so he couldn't be found. He informs the Doctor that he, Martha, and Jack have now been deemed as armed and extremely dangerous terrorists and that Jack's friends have been sent on a wild goose chase to the Himalayas. The Master then suggests that they start by turning to the right. The Doctor turns, sees a surveillance camera there, and realises that the Master is watching him through it. He promptly shorts it out with his sonic screwdriver. They decide to take the Master's advice, and take off running. That evening, one of the Toclafane appears before the Master asking if "the machine" is ready. The Master informs it that it will reach a critical mass at 8:02 AM, two minutes after the "first contact". The Toclafane reminds him of the darkness that is coming from which the Toclafane must run, but the Master merely reminds the creature of their deadline. As the TARDIS crew hide in an abandoned warehouse, the Doctor gives Martha and Jack some insight on the Master's origins. After denying Martha's suggestion that he and the Master were brothers, he explains that at the age of eight, initiates were taken by the Time Lords to look into the time vortex. Some were inspired; some ran away; and some were driven mad. While the Doctor ran and has never stopped running, he believes the Master went mad. Jack then receives a posthumous message from Vivien Rook to Torchwood Three about the Archangel Network. The Doctor is initially disgusted about Jack's involvement with Torchwood, but Jack insists that not only was the old Torchwood regime destroyed at Canary Wharf, but that under his command Torchwood no longer perceives the Doctor as a threat. The Doctor discovers that the Master has been using the Archangel Network of communication satellites to hypnotise people to vote for him. This also kept the Doctor from detecting him earlier — Time Lords have an ability to sense when another one of their own is around, as well as recognise another Time Lord after they have regenerated. The Doctor produces three keys equipped with perception filters allowing himself, Martha, and Jack to be seen, but not detected, if they put them on. The American president, Arthur Winters, arrives in Air Force One in London. He tells the Master that UNIT has control over the operation, citing a United Nations protocol. Winters insists on moving first contact to the neutral ground of the UNIT aircraft carrier Valiant and conducting the meeting with the Toclafane himself. The Master brings along Francine, Tish and Clive, and the Doctor and friends follow using Jack's vortex manipulator. On board, they find the TARDIS, its cloister bell ringing, and the interior glowing an ominous red. It has been changed by the Master into a paradox machine, set to go off at 8:02 AM, two minutes after first contact. The trio head for the room in which the first contact is being held. The Doctor has a plan: if he manages to put the TARDIS key around the Master's neck, then everyone will see the Master for who he truly is. When the first contact begins, the Toclafane complain that the president is not their "Master". The Master reveals himself to the entire world and tells the Toclafane to kill the president; Winters is promptly incinerated on sight. The Doctor is captured by the guards — the Master had ignored the perception filter and knew he and the others were there all along — before (temporarily) killing Jack with his laser screwdriver, equipped with LazLab's Genetic Manipulation technology. With access to DNA from the Doctor's hand, it allows the Master to artificially (and visibly) age the Doctor by 100 years adapted from Richard Lazarus's de-ageing technology. The Master brings in the Jones family to witness this attack. With the paradox machine ready, the Master tells the people of Earth to witness the end of the world. The paradox machine activates, creating a massive rift above the Valiant from which six billion Toclafane descend as the Master and Lucy dance to "Voodoo Child". He orders them to kill one tenth of the Earth's population. When asked, he refuses to reveal the true identity of the Toclafane, saying it would break the Doctor's hearts. Whilst the Master is distracted, Martha glances at the Doctor, Jack and her family. She teleports to Earth using the manipulator (given to her by Jack as he came back to life again), promising to return, as she watches the Toclafane descend and start laying waste to Earth. The Master and his wife look down on the planet, calling it his "new dominion", with the aged Doctor between them, forced to confront his failure to stop the Master. One year after the Master's takeover and decimation of Earth, the Earth (Sol 3) is closed from space traffic as it is entering extinction. On a beach on the coast of England, Tom Milligan directs Martha's boat in. She returns to the UK for the first time since the Toclafane invasion, having travelled the world. She tells Tom she has to talk to a Professor Alison Docherty and asks him why he is allowed to travel. He says it is because he is a doctor. Martha is happy she is travelling with a doctor. Tom tells Martha that she has become a legend around the world as the one person who can kill the Master, and asks her if this is true. She does not answer him. The Master enters the deck of the Valiant, singing and dancing to Scissor Sisters' "I Can't Decide". He kisses Lucy, who shows signs of physical abuse, before taunting the aged Tenth Doctor by dancing around the room with him. He says there is one day until launch. The Doctor refuses to speak. He only responds when the Master mentions that Martha has apparently returned to England. He tells the Master to leave her alone. The Master tries to force him to talk more, but knows that the "Toclafane" broke the Doctor's hearts when he realised what they are. The Doctor says he has just one thing to say, and the Master knows what it is, but the Master walks away. Francine is forced to be a waitress for the Master. Clive and Tish are also working on the Valiant. Tish's job is to feed Jack, who is chained to the engines. Tish gives Jack a hand signal to explain her plan, and Jack winks in acknowledgment. Martha and Tom walk up a hill and see an enormous statue of the Master at the top of it; Martha comments that the Master has even carved himself into Mount Rushmore. Looking out at the miles of countryside in front of them, they see thousands of spaceships being built. Martha explains that thousands more are being built across the world, Russia being turned into a big shipyard, and that the Master is preparing for war with the rest of the universe. Suddenly, two Toclafane arrive and demand an explanation for Tom's travelling. He presents identification that he is allowed to travel and the Toclafane taunt him and move on. Tom asks Martha how the spheres didn't notice her, and she reveals that she is still wearing her TARDIS key perception filter, and that is how she has managed to travel the world. Tish continues to spread her hand signal of three fingers, indicating that they will rebel at 3:00 pm. As the Master picks a girl to give him a massage and insults Lucy, Jack manages to break free of his chains, Clive pours water over all the technology and equipment, and Francine throws the Master's laser screwdriver to the Doctor. He points it at the Master and says once more that he only has one thing to say and the Master knows what it is. The Doctor tries to use the screwdriver against the Master, but it refuses to function for him. The Master, who was never worried, simply laughs at the Doctor. Jack is shot dead (again) by the Master's guards. The Master explains that the screwdriver has isomorphic controls and it only works for him, before taking it back and punching the Doctor to the floor. He demonstrates by torturing Francine and forcing her to apologise. She does so and the Master warns everyone that siding with the Doctor is not recommended. The Master continues to insult the Doctor and decides to take his revenge. Martha and Tom arrive at Professor Docherty's workplace. She is trying to fix a television so they can watch a transmission from the Master. They are successful, and the Master speaks to the world. He comments that he has heard that tales of Martha have given them hope, but asks them how much hope does the Doctor have, and on camera ages the Doctor a further 900 years. On the television, the Doctor appears to be dead, and the transmission ends with a word of warning to Martha to surrender. On the Valiant, a tiny, disfigured creature emerges from the Doctor's clothes: a thousand-year aged Doctor. Martha is undisturbed, saying she knows the Doctor is still alive. Martha tells Professor Docherty that she came to see her so that they can catch themselves a sphere: she has a CD containing the data of a Toclafane struck down by lightning in South Africa. Professor Docherty manages to produce enough electricity to simulate the conditions. Tom attracts attention by pulling out a gun and firing a few rounds into the air. A Toclafane comes flying towards them, and Professor Docherty activates the field to disable it. They prepare to find out what is inside. Upon examining the sphere thus captured, they make a horrifying discovery: the sphere contains the conscious remains of the humans from the year 100 trillion. The Toclafane claims there was no Utopia, only more darkness, and with everything dying around them the humans cannibalised and regressed themselves, becoming the child-like Toclafane. The Master brought them back in time using the TARDIS, which could only travel between 100 trillion and here. The contradiction of the Toclafane killing their own ancestors is made possible by the paradox machine built by the Master. Martha is horrified when the Toclafane quotes young Creet, whom she met on Malcassairo, telling her that the Toclafane have shared memories of the last of humanity. When questioned as to why it wishes to kill its own ancestors, the Toclafane responds, "Because it's fun", and laughs maniacally. Tom is sickened and horrified by this and shoots it dead. When Docherty asks if the rumours about Martha are true, Martha reveals a gun developed by Torchwood and UNIT, purportedly able to kill a Time Lord and prevent the ensuing regeneration. Martha has retrieved three of the four chemicals needed for the gun from their hiding places around the world, and has returned to London to find the fourth. After Martha and Thomas depart for a shelter in Bexley to hide, Docherty (who is desperate for information regarding her missing son) reveals their whereabouts to the Master. The Master comes to Earth's surface to capture Martha, killing Milligan, destroying the special gun and taking her back to the Valiant. He intends to execute her before the Doctor and her family, at the moment his fleet is launched. But as the clock counts down, Martha starts to laugh out loud, prompting the Master to angrily demand to know what she finds so funny. Martha now reveals the real reason she travelled the globe: it wasn't for a fictional anti-regeneration gun, with the Doctor himself pointing out that he would have never asked Martha to kill, nor was it to fight back; but merely to talk. She told everyone about the Doctor; specifically, she told everyone to think of the Doctor at the same time the Master plans to launch his fleet. Docherty's betrayal was planned — engineered by Martha so that she would be brought on board the Valiant to rejoin the Doctor. Combined with the Master's Archangel Network, which the Doctor has had an entire year to tune to the frequency of, this has the effect of charging the Doctor with the combined psychic energy of the people of Earth. This enables the Doctor to restore his youthful physiognomy (ignoring the Master's orders to stop) and end the Master's control. The combined psychic energy gives the Doctor great power and he is not only able to restore himself with it, but it shields him and temporarily grants him telekinesis with which he removes the Master's laser screwdriver from his hand. As the Master cowers against a wall, the Doctor says the words the Master was terrified to hear: "I forgive you". With the Master out of the picture, Jack rounds up some soldiers to destroy the paradox machine, but is delayed by the Toclafane. The Master, using Jack's vortex manipulator, teleports himself and the Doctor to Earth, threatening to detonate his fleet and take the Earth with it. The Doctor knows that the Master would never kill himself, and manages to teleport both himself and the Master back to the Valiant just as Jack destroys the paradox machine; this causes all time to reverse. Time reverses to the moment of the Paradox machine's activation, just after the US President was killed and just before the Toclafane arrived. All those on the Valiant will remember the events of the previous year due to being at "the eye of the storm," but nobody else will know of the Master's reign of terror in "the year that never was". The Master tries to run but ends up running straight into Jack who recaptures him. The Master, now defenceless, is handcuffed and stands before the Doctor. The Doctor announces that, since the Master is a Time Lord, he is the Doctor's responsibility and will be imprisoned on board the TARDIS. Francine Jones is talked out of shooting the Master, but Lucy Saxon, with a glazed expression, seizes a gun herself and shoots him. Rather than be a prisoner for the rest of his lives, the Master lets himself die, refusing to regenerate despite the Doctor's desperate pleas. Just before dying in his opponent's arms, the Master muses on the constant drumming in his head, wondering if it will finally stop, and with a smile says, "I win," leaving the heartbroken Doctor in uncontrollable tears for his lost adversary, now once again left as the last of the Time Lords. The Doctor cremates the Master's body on a pyre. He takes a burning torch and ignites the pyre, quickly swallowing up the Master's remains. After watching his old enemy and former friend burn up in front of him, he strides away from the funeral ceremony with a bitter look in his eyes. In Cardiff, Jack decides to remain behind to look after his team, "defending the Earth". The Doctor disables Jack's vortex manipulator to keep him from jumping through time unsupervised. When Jack protests, the Doctor rebuffs him by saying, "I can't have you walking around with a time travelling teleport. You could go anywhere, twice. The second time to apologise." The Doctor then tells Jack there's nothing that can be done about his immortality: it seems likely he'll never be able to die — though he isn't sure about ageing. Thinking about what he might look like millions of years from now, Jack confesses his vanity and recalls how, as the first person from the Boeshane Peninsula to join the Time Agency, his good looks earned him the nickname "the Face of Boe." Martha and the Doctor, realising the Face of Boe's true identity, are surprised and delighted. With the TARDIS repaired, the Doctor is ready to move on. Martha, however, has decided to stay so she can look after her family and finally qualify as a medical doctor. She gives the Doctor her phone number so they can keep in touch and says she will see him again, but when someone is in love and it's unrequited, they have to get out: "This is me getting out." Martha promises that she's going to call him again, and when she does, he'd better come running. As she heads out of the TARDIS, she parts with the words, "I'll see you again, mister." The Doctor smiles fondly at her and watches Martha take her leave. While the TARDIS takes off, events flash back to the Doctor cremating the Master. Nothing appears to be different. However, after he leaves, the Master's signet ring drops out of the flames and lands on the ground, flaked with ashes, as though it were guided out of the fire by some unknown force. A female hand wearing red nail polish takes the Master's emerald ring from the burnt-out pyre, while the latter's malevolent laughter echoes in the background. The Doctor, now in possession of his severed hand, sets the TARDIS controls — until the room is suddenly shaken with great force (because he did not have the TARDIS shields up), a foghorn bellows very loudly, and the bow of a ship smashes through the console room wall. The Doctor jumps out of the way and stumbles over his cockpit chair to the floor. As he recovers from the collision, he exclaims, "What?", looking up in disbelief at a puncture in his TARDIS, where a large vessel has broken through the TARDIS hull from the outside. Several panels in the console room have been ripped loose, along with an oxygen supply cable that has dislodged from the ceiling, swinging freely and gushing out a jet of air. Covered in rubble, the Doctor slowly recovers from the crash as the sound of the ship's clanging bell echoes through the room. He sees bits of his TARDIS strewn about the console floor, along with something new that doesn't belong in his ship at all. Picking up a lifebelt, he finds "Titanic" written on it, to which he can only respond flatly, "What." Inside the TARDIS, the Doctor checks on the controls as his time machine flies through time. Suddenly, hears a foghorn blows and to his shock something breaks through the wall of the TARDIS: the bow of a ship! The Doctor asks "What?" with increasing confusion as he examines a life presever, which bears the name Titanic on it. He flatly asks "What?" before heading to the controls and grabbing a winding device. He winds it, pushing the the ship out and repairing the damage. With the TARDIS fixed, the Doctor pilots inside the ship; luckily, the TARDIS ended up inside the pantry. He finds it to be filled with people in fancy-dress. He then notices a little red alien walking around without arousing any panic from the rest of the passengers. The Doctor walks over to a window and goes "Oooh" The scene pulls back from the window, showing the ship is actually a spaceship replica of the infamous sunken vessel. A voice announces over the speakers that the ship has arrived at Sol 3, which is known to its inhabitants as Earth; he then welcomes everyone to Christmas. Sometime later, the Doctor reemerges into the dinning area in his tux. He meets lively waitress Astrid Peth, who informs him that the ship has come from planet Sto to observe the humans celebrating their holiday. The Doctor tells her he travels a lot, to which Astrid envies; he reveals that he's a stowaway. Liking him, Astrid offers to get him a drink and not report him. Seeing a robot angel, the Doctor asks it for information; the robot is called the Host, which gives information to tourists. The Doctor asks if the company that built the ship knows about why it's so famous. However, the Host starts sparking and the crewmen apologizes and remove it. It is taken below to be worked on, where complaints have been heard about a Host nearly breaking a woman's neck when asked to help fix her necklace. The mechanic promises to fix them, calling the Host useless junk. Back to the Doctor, he enjoys the company of Morvin and Foon Van Hoff, sharing a meal with them and talking about one of Foon's favourite shows By the Star's Light; she won the trip by guessing a trivia question right on the phone. Hearing "Red 67" called, the Van Hoffs tell the Doctor that means that they're going on a trip to Earth to see how the humans celebrate. The Doctor decides to join them, using his psychic paper; he even makes Astrid his plus one to help her see another world. In the middle of a conversation with the vendor, the party is returned to the ship due to a power failure. Wilf stands there, shocked at what he's just seen. The Doctor investigates the failure's cause, and discovers that meteors are approaching, but the shields are offline. The Doctor warns Captain Hardaker, but is forced away from the computer by a steward, as he is unauthorised to use the system. The Doctor breaks free and tries to warn everyone, but is forcibly taken away from the singer's microphone and removed from the party followed by Astrid, the Van Hoffs, Bannakaffalatta and Mr Copper. The Doctor gasps to a guest to look out the window. One of the passengers, Rickston Slade, sees a tiny meteor smash through the window and follows the Doctor and the others attempting to warn the chief stewart, but they won't listen. Midshipman Frame tries to get the shields back online, but is shot by the Captain, who reveals that, already dying, he was offered a lot of money sent to his family to have the ship destroyed. Three meteors slam into the side of the starship Titanic, and wreck it. The Captain is killed in the resulting collision, as are the bulk of the crew and passengers. The Titanic's hull is holed in several places, and the TARDIS is left drifting in space, before automatically homing in for a landing on Earth. With the teleport system offline and the engines losing power, the Titanic heads for an extinction-level collision with the Earth. The Doctor makes contact with the injured Midshipman Frame, and leads a small group of survivors in a climb through the shattered vessel to reach him. During the journey, the Doctor questions Mr Copper's poor knowledge of Earth despite his supposed degree in Earthonomics and Mr Copper admits that, after spending his life as a travelling salesman with nothing to show for it, he acquired fraudulent credentials; a crime for which he will be imprisoned for at least ten years when the facts come out during the ensuing investigation. Slade is also complicating matters by only being concerned with his own well being, and insulting the Hoffs at every opportunity. Complicating matters further are the Hosts, android servitors that had earlier started malfunctioning. Their sole function now is to kill the survivors scattered throughout the ship. The Doctor's party found a Host deactivated, so Morvin and Foon decide to fix it to help the party, unaware that the Hosts have turned hostile. The rest of the party clear off debris to make a bigger gap for them to traverse. Foon admits that they only won the tickets because she phoned the competition five-thousand times, which equal to five-thousand Sto credits leaving them deeply in debt (Foon noting that for the money she owes to the phone company she could have just bought the tickets). Morvin laughs at this, and tells her that they will find a way to pay it off. Bannakaffalatta reveals to Astrid he is actually a cyborg, something thought shameful on Sto. Astrid said that cyborgs have been given equal rights, and that he can live without shame on Sto. Midshipman Frame receives a call from the chefs of Kitchen Number 5, and they give information about the deadlocked doors. Then, the three Hosts appear, and proceed to kill the chefs with their razor-sharp halos. Midshipman Frame hear their deaths over the telecom, and warns the Doctor that the Hosts have turned hostile. Then, the Host that Morvin and Foon were fixing reactivates. The Host proceeds to strangle Morvin, and the Doctor can't release it from Morvin as it's hands are deadlocked. The Host finally lets go, and proceeds to stalk the party. Mr Copper tries to make the gap he made bigger so they can fit the Hoffs through. The Doctor manages to learn the Host's security protocol number, before leaving. Mr Copper drops the gap, causing the rubble to crush the Host's head. The party reach the engine room, in which a there is a sheer drop with the nuclear engines below. The only way across is a narrow metal bridge. When Morvin said that he and Foon will go last over the bridge, a part of the floor gives away, which cause Morvin to fall to his death into the nuclear engines. Foon, devastated, blames the Doctor for his death as he promised her he'd keep him alive. The Host then tries to break down the door, but stop. When the Doctor is left bewildered at why they stopped, Mr Copper said that they forgot the traditions of Christmas that angels have wings, to which the Host then fly down into the engine room, and proceed to throw their razor-sharp halos at the party, to which the party are able to block by hitting them back with pieces of metal. Bannakaffalatta then says that he is proud to be a cyborg, and saves the party by transmitting an electromagnetic pulse from his cybernetic implants. Bannakaffalatta used up all of his powers and dies in Astrid's arms. Then, a lone surviving Host appears. The Doctor guesses their security code number, to which the Host gives the Doctor three questions. The Doctor learns that the Host have been instructed by their leader to kill the survivors. The Host reminds the Doctor that he has used up his three questions, and prepares to kill the party with it's halo. Then, Foon seizes the Host with a piece of rope, and sacrifices herself by pulling herself and the Host into the nuclear engines. The Doctor then makes a grim promise that "no more" will die. The survivors take Bannakaffalatta's EMP unit with them as their only effective weapon against the Host. The Doctor sends the survivors, including Astrid, on ahead with the EMP unit and the sonic screwdriver. He tries to reach Deck 31, from where the Host seem to be controlled. He guesses that the Hosts were ordered to kill all passengers and crew, however he is a stowaway so falls into neither category so really should be taken to whomever is in charge. The Hosts confirm the Doctor is correct, and take him to their leader. This turns out to be the cruise line's owner, Max Capricorn, hiding in an indestructible "impact chamber" on Deck 31. To the Doctor's surprise, the cyborg's tooth actually gleams. Capricorn is also a cyborg, in a small wheeled vehicle. Forced out by the company's board of directors after running the company into the ground, he is seeking revenge. With the danger over, the Doctor suddenly realises that there might yet be hope for Astrid after all. A safety feature of the ship's teleport system is that, in case of accident, it automatically holds in stasis the molecules of the affected passenger. As she was wearing a teleport bracelet at the time of her death, her pattern might still be stored in its buffers. Despite desperate efforts, only a shadow of Astrid can be generated due to extensive damage to the teleport system, despite the Doctor's claims, "I can fix it, I can do anything!" After a kiss to follow an old tradition, the Doctor watches her dissipate into motes of light that float free into space. This way, she can at least fulfil her dream of exploring the universe, forever. In the aftermath, the only survivors are the Doctor, Mr Copper, Alonso Frame and Rickston Slade, who is overjoyed at what happened, as he invested in all of Max Capricorn's rival companies, leaving him rich. Mr Copper notes that out of everyone, he isn't the one he would have chosen to survive. However, no-one should have the power to choose who lives or dies. The Doctor decides to save Mr Copper from prison, and uses the teleport to return to Earth. Frame salutes the Doctor as he leaves. Finding the TARDIS, the Doctor declines Copper's request to travel with him. When Mr Copper asks exactly what he's meant to do, the Doctor takes the ship's expenses card, prepared to put some money on it — but then realises he doesn't have to. Mr Copper, not understanding Earth currency, has already loaded it with £1,000,000 to cover the cost of "trinkets". The Doctor explains to Mr Copper that a million pounds is the equivalent of 50 million credits, and Mr Copper is overjoyed that he can afford a house and a garden. The Doctor tells Mr Copper to stay out of trouble, and have a nice life as Mr Copper dances away without any idea of where he's heading but before he goes, he promises that he'll always remember Astrid. With a final look up to the stars where Astrid now floats away, the Doctor wishes Mr Copper a Merry Christmas, before leaving. Donna Noble, wearing a business suit, walks down a street on the way to Adipose Industries, as she is investigating them on their new weight-loss drug. Unknown to her, the Tenth Doctor is there for the exact same purpose. Both enter the Adipose offices through different entrances, and pass themselves off as employees of "Health and Safety". Both the Doctor and Donna then crash a press conference held by Adipose Industries company manager Miss Foster, Donna sitting with the journalists and the Doctor watching from the projection booth. A science reporter, Penny Carter of The Observer, asks what this drug does; Miss Foster gives them a lecture on the science of the pill, and the meeting ends. The Doctor and Donna ask different employees for customer addresses; Donna also takes a pill-shaped golden pendant — a free gift that comes with the pills. Throughout their time at Adipose, the Doctor and Donna have multiple near-misses. That night, Donna goes to the house of a woman named Stacy Campbell, who is preparing to go out on a date to dump her boyfriend now that her weight is going down so nicely — "I can do better than him now!" Meanwhile, the Doctor interviews another valued customer, Roger Davey, about his use of the drug. Roger tells the Doctor that he knows he's lost a kilo of weight every night by 1:10 AM — that's when he's always woken up by his burglar alarm. The Doctor deduces that this is because of his cat flap. Not only does it let things in, it lets them out too. As the Adipose slogan goes, "The fat just walks away." Stacy goes to the bathroom, and Donna begins fiddling with her pendant; the result is that a humanoid cute and tubby piece of fat forces itself out of Stacy's body. Donna, oblivious to what is occurring, then begins to investigate what's going on upstairs. Miss Foster is alerted that there has been an "unscheduled parthenogenesis", and sends out a squad team to retrieve the new Adipose children. The Doctor is also alerted of the "birth" via a Y-shaped hand-held device and runs off down the street to track it. Once Stacy witnesses the Adipose child, Miss Foster activates "full parthenogenesis", and Stacy's entire body is converted into numerous Adipose, leaving nothing but her clothing behind. Donna, who is now upstairs due to Stacy's screams, breaks into her bathroom just in time to see an Adipose waving to her as it jumps out the window. The Adipose Industries retrieval team scoops up the new Adipose and zooms off in their van, just missed by both the Doctor and Donna — who both give up, and head off in different directions, unaware they are only a few feet away from each other. Miss Foster goes through her CCTV records with her henchmen to find out just who "borrowed" a pendant, and spots her. Donna cancels Stacy's cab, and goes home, only to find her mother nagging at her about her unemployment. Donna sits at the table, ignoring her, as she tries to get over what she saw. She then goes to see her grandfather Wilfred Mott, who is up at the allotments stargazing. He says she looks like he's drifting, but she replies she's waiting for the right man — the Doctor. She says, "I met him just once and then I let him fly away." When Wilf urges her to look for him, Donna explains she has — but that he is nowhere. She asks him to keep an eye out for a certain blue box in the sky, and give her a shout if he finds it. Back in the TARDIS, the Doctor is examining his readings, talking to himself for a moment before remembering that Martha Jones has gone. He stands there in silence. The next day, despite protests from her mother, Donna takes the car to Adipose Industries, parking in an alleyway nearby. Shortly thereafter, the TARDIS materialises immediately behind it. The Doctor and Donna hide in the building until after hours: the Doctor in a caretaker's cupboard, and Donna in the women's bathroom. Donna even goes so far to conceal herself as to pretend she is in church when her mother calls. Miss Foster suddenly stalks into the toilets searching for the thief — and, much to Donna's surprise and relief, instead pulls out Penny Carter. Penny accuses Miss Foster of faking her results. As Penny is dragged to Miss Foster's office by her guards, Donna follows, peeking through the office door. The Doctor zips to the roof, fiddles with a window-cleaning crane and drops down to the office window. He watches the same event from the other side of the room. Unable to quite see what's going on, both pop their heads up — only to spot each other. They mouth frantic questions to each other while Donna does her best to mime her answers, all the while unaware that they are being watched by Miss Foster and everybody in her office. "Are we interrupting you?" Donna runs, while the Doctor locks the door with his sonic screwdriver and raises his window-cleaning cradle to the roof, before racing to the stairs. The pair finally meet, but have to keep running and head back to the window-cleaning cradle to lower themselves down for a quick getaway. Before that, though, Donna explains how she went about searching for the Doctor. "'Cause I thought, "How do you find the Doctor?" And then I just thought, "Look for trouble, and then he'll turn up." So I looked everywhere — you name it. UFO sightings, crop circles, sea monsters — I looked, I found them all. Like that stuff about the bees disappearing, I thought, "I bet he's connected." 'Cause the thing is, Doctor, I believe it all now. You opened my eyes to all those amazing things out there. I believe them all." However, even though the Doctor locks the pulley with his sonic screwdriver, Miss Foster has a sonic device of her own. She uses her sonic pen to sends the cradle plummeting down, and then she cuts one of the two cradle ropes with it. Donna nearly falls to the pavement, but the Doctor apprehends Miss Foster's pen with his screwdriver, uses the pen to get into Foster's office, pulls in Donna. All the while, Penny is watching on in complete bewilderment. He frees her, but she starts searching the office for evidence. Annoyed, the duo leave her. and is once more caught by Miss Foster and her guards. They tie her up again. Miss Foster, with her guards, finally catches up with the Doctor and Donna in the main office, revealing herself to be Matron Cofelia of the Five-Straighten Classabindi Nursery Fleet, Intergalactic Class, who has been hired by the Adiposian First Family to breed the next generation of the species from humans following the loss of their breeding planet. Donna wonders how losing a planet is even possible, but Cofelia dismisses it as politics she's not interested in. Cofelia ignores both Donna's protests about Stacy Campbell's death and the Doctor's that seeding a Level 5 planet is against galactic law, but she and her guards are stunned when the Doctor holds both their sonic devices against each other, creating a violent sonic feedback which he and Donna use as a chance to run. Miss Foster makes a call to her people to notify the Adipose that their cover has been broken, and the Shadow Proclamation has been informed of their activities — they're going into premature labour. They see Miss Foster in another beam on her way up to the nursery ship. The Doctor pleads with her to get over to the roof and points out that the Adiposian First Family is aware that their actions are illegal, which means they need to get rid of their accomplice. Miss Foster dismisses the threat because she's the nanny - but the Doctor remains worried, exclaiming, "Exactly! Mum and Dad have got the kids now - they don't need the nanny anymore!" At that moment, the levitation beam carrying Miss Foster is switched off, and Miss Foster, with just enough time to realise her fate, falls to her death as the Doctor comforts a terrified Donna. Immediately afterwards, the nursery ship leaves Earth. Back on the street the Doctor bins the sonic pen as Penny — tied again to her chair — flees the building, unable to cope with what's been happening; as Donna points out, "Some people just can't take it." Donna promptly drags the Doctor off to the TARDIS — and is delighted to realise he parked just a few feet from her car; it's just like destiny! She promptly starts hauling a ridiculous amount of luggage out of the car boot and shoving it into the Doctor's arms, saying she's been ready to go for ages. The Doctor warns that it is a hard life but accepts her, saying that he just wants a mate. She misunderstands this to mean that he wants "to mate", saying he's just a "long streak of nothing" and exclaiming, "Well, you're not mating with me, sunshine!" The misunderstanding (mostly) resolved, Donna then calls her mum to say she's put the car keys in a certain bin for her to collect before asking a blonde girl to tell her mother, "That bin there". While Donna returns to the TARDIS, the girl, a sad-looking Rose Tyler, walks off down the street and disappears into thin air. For her first trip, Donna tells the Doctor she wants to go "two and a half miles, that way." Back at the allotments, Wilf is still puttering about when he spots a certain blue box flying overhead. After first yelling for Donna, he takes a closer look through his telescope, and realises she's in the blue box, waving to him from the doorway — and so is the Doctor! He starts whooping and dancing around in delight as the TARDIS spins away into space, happy she found what she was after: "Go on, girl! Go on, get out there!" The Tenth Doctor and Donna exit the TARDIS in what the Doctor claims is 1st century Rome. Donna is amazed to have gone back in time; everyone around them is long dead, from her perspective of being from the 21st century. Joking not to tell the locals that, the Doctor watches as Donna takes in the sights. When Donna expresses scepticism due to English words she notices on a cart, the Doctor explains that the TARDIS translation circuits are translating the local language for her; they're actually currently speaking Latin. This amazes Donna further. A new idea forms in her head — what if she said something in actual Latin while her speech is being translated? She tries it out by saying "Veni, vidi, vici" to a nearby stallholder, who tells her, emphasising each syllable, that he doesn't speak Celtic. The Doctor explains that she sounded Welsh — "there's something". Resuming their walk, Donna wonders if they stand out because of their clothing, but the Doctor explains that Rome is "like Soho, but bigger". The Doctor explains that he's been here before — "and "that fire had nothing to do with me. Well, a little bit!" The two soon realise that something's horribly wrong. Where are those great sights — the Colosseum, the Circus Maximus, the Pantheon — that the Doctor never got to see? Why is there one hill, and not Rome's famous seven and why is it smoking? As a tremor rocks the streets, the Doctor realises they have arrived not in Rome, but in Pompeii in August 79 — "and it's volcano day!" Some time later, the Doctor and Donna meet up; he's learned the date from the locals, and it's exactly the day before the eruption. The Doctor then tells her off when she tries to plan an evacuation. "Pompeii is a fixed point in history. What happens, happens. There is no stopping it." She follows him back to the TARDIS but the Doctor's ship is gone! They find that the stallholder has sold it to local marble merchant, Caecilius, as a piece of "modern art". Meanwhile, a red-hooded member of the Sibylline Sisterhood who has been following them reports to her fellow sisters and the High Priestess that the "blue box" has appeared in the marketplace. They find that this is a fulfilment of a Sibylline prophecy. However, it was to come at the time of fire, destruction and betrayal. At Caecilius's house, his wife Metella is preparing their prophetically-gifted but sickly daughter Evelina for the arrival of the town's augur, Lucius Petrus Dextrus. Their son Quintus is also present; however, he is hungover from partying the previous night and has a bad headache. A tremor causes them to brace their valuables; apparently, this is common. Unable to catch one, they are lucky that the Doctor arrives, and holds it in place. The family introduce themselves, and the Doctor uses his psychic paper to pass himself off as a marble inspector, which is also an excuse to get the TARDIS back. Both the Doctor and Donna assume the alias "Spartacus". Caecilius assumes they're married, which they deny; he then comes to the conclusion that they must be brother and sister as they DO look similar. The Doctor and Donna are surprised by this. Lucius arrives, and the Doctor wins a verbal joust with the augur, earning praise in return for his cleverness. The Doctor then excuses himself and Donna, and they head to the TARDIS to leave. However, he is compelled to stay when he sees Caecilius unveil a marble plaque he has produced to Lucius' designs — it is recognisably an electrical circuit. Overhearing Lucius give prophecies, the Doctor tells Donna that they're in an age of "official superstition"; prophecies are the equivalent of ten o'clock news. Overhearing them, Evelina tells her parents that they "use words like tricksters" and are mocking them. Seeing how ill Evelina is, the Doctor is told she breathes vapours for strength, but he disagrees that it is having that effect. She then asks if that's his opinion as a "Doctor". Lucius claims that Evelina's prophecies are easily faulted. However, when the Doctor says Lucius has been "out-soothsayed", the augur joins Evelina in predicting the truths about Donna and the Doctor. They see their real names, naming Gallifrey and London as their true homes, Gallifrey's destruction, and the Doctor's name being "written" in the stars of the Medusa Cascade. Evelina also states that his true name is not Doctor but is "hidden" and that he is a Lord of Time. Petrus Dextrus warns the Doctor "she" is returning and tells Donna that "there is something on your back". Evelina then faints. Later, Donna investigates Evelina's mysterious skin ailment. She finds that the ailment in question is that her skin is becoming petrified. Her arm has completely turned to stone. Meanwhile, the Doctor is shown a hypocaust system powered by geothermal hot springs from Vesuvius itself, from which emit monstrous sounds from "the gods of the underworld". This system, he is told, was installed after the 62 earthquake on instructions from Lucius and the other soothsayers. From that time onwards, the soothsayers have been inhaling rock dust from these hypocausts, and all their predictions have been uncannily accurate. If so, then why have they not predicted Vesuvius' imminent eruption? Bribing Quintus into showing him where Lucius lives, the Doctor breaks into the augur's house with the boy. They find that not only is there the stone circuit that was made by Caecilius, but five others as well. Quintus is shocked by this. The Doctor explains that it's common practice for a criminal to acquire the required parts from different places to avoid suspicion. Meanwhile, Evelina gives Donna a stola, and talks about a teenager's life in Pompeii. Donna's hints about Vesuvius' impending eruption are ignored, and she realises that none of the seers have foreseen it. She tells Evelina about the eruption, which the sisterhood telepathically overhear through Evelina. Their High Priestess decries it as false prophecy, determining that Donna must be sacrificed. Quintus and the Doctor, meanwhile, have been caught by Lucius. The Doctor helps him assemble the marble plaques into a circuit board. He asks who instructed Lucius to build this, saying he can help him. Dextrus takes this as offence against the gods, and threatens to have his guards kill them. The Doctor responds by trying to shake his hand — and breaks off Dextrus's completely petrified right arm. They then take the opportunity to flee as the Doctor knocks over the tablets. Lucius begs the gods of the underworld to go after the Doctor and Quintus as they would prevent the rise of Pompeii. A safe distance from Lucius' home, the Doctor and Quintus hear thudding footsteps from underneath the ground. Returning to Caecilius's house, they find Dextrus has summoned a giant, humanoid, stone-and-magma creature, which bursts up from the hypocaust. The Doctor tells Donna to get water, while he attempts to reason with the creature. Members of the Sisterhood appear behind Donna and drag her from the room. Only Evelina sees this, but one of the sisterhood motions to her to remain silent. Unable to reason with the creature, the Doctor has Quintus throw water on it, causing it to harden and collapse into rubble. He then wonders what happened to Donna. At the altar in the sisterhood's temple, Donna has been tied down to a table as a sacrifice, though they cannot bind her considerable spirit. Just as Sister Spurrina lowers her knife — Donna's prattling voice will cease forever — the Doctor arrives, saying, "Oh, that'll be the day." Spurrina is aghast, saying no man can enter the Sybil's temple. Entering anyway, he tells them he had met the original Sibyl after whom the order is named, and she would be ashamed of them. Spreading the word with the blade of a knife? Spurrina moves to stab him, but the High Priestess demands to speak with the Doctor. With the curtain moved away, it is shown the High Priestess has been completely turned to stone. She confirms that it hurts, but the voices tell her it's necessary. The Doctor realises that somehow, the people of Pompeii are turning to stone before the volcano erupts. The High Priestess sees into his mind, demanding to know what a volcano is. Suspicious, the Doctor demands to know who she is. The alien, asserting control over the High Priestess, declares itself a Pyrovile; the sisters blindly begin chanting its name. The Doctor, taking a water pistol out of his jacket, warns her that he's "armed". He instructs Donna to open the hypocaust, and demands to know what the Pyroviles are doing here. The Pyrovile explains it is one several aliens who crashed to Earth millennia earlier, awakened by the 62 earthquake. Their adult form is the creature they saw at Caecilius' villa. They are a psychic race, and have bonded with humans through the dust they breathe. The Doctor explains the psychics don't predict the future, but can see through time. As he questions why the soothsayers can't see the volcano, Spurrina informs her sisters that the weapon is harmless. The Doctor confesses she's right, but adds that it will sting. He fires a few squirts of water at the High Priestess, who wails in pain. Donna and the Doctor use the confusion to escape into the hypocaust, in towards Vesuvius itself. Dextrus and the possessed high priestess each declare that their Pyrovile-induced prophecy of a Pompeiian empire must advance, the latter warning that the Doctor threatens their plans. As they run, Donna tries to convince the Doctor to stop Vesuvius's eruption. He again refuses, telling her the eruption is a fixed point in time which cannot be stopped or avoided. Donna asks him how he knows this as she is basically history to him as well, but he saved her and everyone else in 2008. The Doctor explains his Time Lord ability to see the past, present and all possible futures at once, calling it a burden. Donna presses him as to how many people died. The Doctor confirms the figure was about 20,000, and she asks him if it's alright to let all these people die. Before he can answer, they hear a roar, hinting that the Pyrovile are aware of their presence, forcing them deeper into the volcano. Dextrus and the Cult of Vulcan take the circuit boards to the mountain. The Doctor and Donna, meanwhile, have reached the centre of the volcano. Inside it, they see what appears to be the remains of an escape pod, or something similar. Donna guesses that the aliens plan to blow up the mountain to launch themselves into space. However, the Doctor informs her they are planning something much more sinister. They are then discovered by Lucius, who summons the adult Pyrovile to hunt down Donna and the Doctor, declaring their presence a defilement to his masters' temple. The Doctor and Donna make their way towards the pod, briefly fending off an adult Pyrovile with the water-pistol. Reaching the pod, the Doctor politely asks Lucius as to the Pyroviles' plan before they die. Lucius announces that his masters' plan is to expanding beyond Pompeii, to conquer the whole world. Donna points out that the Pyroviles could just go home, but Lucius retorts that their home planet, Pyrovillia, was "taken". Thus they will stay and conquer Earth, boiling its oceans and burning it to cinders. The Doctor and Donna lock themselves in the Pyrovillian ship. The Doctor finds the Pyrovile are using Vesuvius to set up a fusion matrix to convert millions of humans into Pyroviles. The matrix will bleed off so much of Vesuvius' pent-up energy there won't be enough to trigger the eruption — this is why the soothsayers have been unable to see it. There won't be an eruption anymore! The Doctor can switch off the Pyrovillian circuitry and save the world from conquest, but he will cause the eruption and the deaths of himself, Donna and twenty thousand people. And if Pompeii is destroyed, it's not just history, "it's me". They choose the latter as the lesser of two evils, and, together, reverse the machine. Vesuvius roars into life, and both Lucius and the Pyroviles, at the centre of the explosion, are destroyed almost instantly. The explosion bursts through the top of the mountain as Vesuvius unleashes her fury. The residents of Pompeii watch in terror as ash falls upon them, thinking the sky is falling. Meanwhile, the Pyrovillian escape pod holding the Doctor and Donna is launched into the sky and lands between Vesuvius and Pompeii. The two run for the safety of the TARDIS. As they do, Donna tries to inform the citizens where it's safest to flee, but they ignore her in panic. They reach the Caecilius family's home, where the Doctor ignores their pleas for help as Donna yells at him. With the TARDIS engines starting up, Donna is forced to board as well. As they dematerialise, Donna urges him to return and save the citizens. The Doctor refuses, saying if he could go back, he would — just as he would go back and prevent the destruction of Gallifrey, which also burned. Donna tearfully pleads with him — if not the city, then just save someone. Just one person! The Doctor relents, and rematerialises the TARDIS inside the Caecilius home, where the family are huddled in a corner awaiting death. He offers them his hand, and takes them into the safety of the TARDIS. The Doctor, Donna, and the Caecilius family gloomily watch from the hills as the pyroclastic flows from Vesuvius destroy Pompeii. The Doctor explains why Evelina's visions have stopped — the massive explosion of Vesuvius caused a tiny rift in time that lead to the future where the Pyroviles won; however, now that future has been prevented, she can longer see the future. He promises that Pompeii will be remembered. They then wonder who the Doctor is and why his "temple" has such size within. Caecilius, awed by the fury of Vesuvius, coins the word "volcano", but grieves for the people who are getting killed by the eruption. The Doctor and Donna leave, with him acknowledging that she was right — "Sometimes I need someone". Six months later — in early 80 — the Caecilius family has resettled in Rome. Lobus Caecilius has re-established his marble business, now worrying about a deal with the Egyptians that may set up his family for life. Evelina is a healthy and happy teenager once again, and is dating and wearing trendy outfits, much to her father's consternation. Quintus has been the most affected of the family — he is now training to be a doctor. He is told to give thanks to the household gods before he leaves for his studies. Doing so, Quintus smiles at the image of the gods and thanks them; the marble bas-relief shows the family's household gods to be the Doctor and Donna, and their temple the TARDIS. A businessman, Mr Bartle, watches an advertisement for the Ood, who are being sold as servants to humans. Bartle is sarcastic yet somewhat impressed with the advert, until he notices that his bosses have cut the price to just 50 credits each. The man on the other end of the communicator, Klineman Halpen, tells him it is a measure to stay ahead of the competition, and orders him to get going trying to catch up. Bartle orders his Ood, Delta Fifty, to hand him last month's military export figures, and tells his assistant Solana Mercurio over the radio to get their buyers to buy them when they arrive. His Ood gives him the domestic files instead of the files requested, and Bartle tells him to get it right. However, rather than obeying, the Ood's eyes glow red and he tells Bartle the files are irrelevant. When Bartle asks why, the Ood pressed his translation sphere against Bartle's forehead, electrocuting him. As Bartle screams out in pain, the Ood says, "Have a nice day." Elsewhere, the Tenth Doctor sets the TARDIS to random settings, effectively taking a mystery tour with Donna. After they land, Donna is excited, yet terrified, about landing on an alien planet. The Doctor comforts her by saying that after all his travelling, he still experiences the very same feeling. However, as Donna steps out of the TARDIS, she discovers they have landed on a cold, snowy planet. The Doctor is overjoyed at the sight of finally experiencing real snow. Donna makes several comments about being cold as he continues on about how much he likes the snow. He then waxes poetic to Donna about her first time visiting different planet. As he finishes, he sees that Donna has disappeared. But, Donna exits the Tardis, wearing a heavy winter coat. They then proceed to stroll along the snowy plains of the planet. Meanwhile, Mr Halpen arrives at Ood Operations to cover for Mr Bartle. He is more arrogant than his predecessor. At his office, Halpen, scientist Dr Ryder, and Solana watch a surveillance videotape of Mr Bartle's murder. Dr Ryder cannot explain how the translation orb was used to kill Bartle. After Bartle was killed, Delta Fifty escaped. The Ood was shot in the process, and left to die. While Dr Ryder also says that he has no idea about the source of Red Eye, Halpen asks his own Ood, Sigma, for a drink. He explains that it is just hair tonic; he started losing his hair due to stress built up over the last five years. While the Doctor and Donna roam the planet, the Doctor hears an eerie sound Donna can't detect. They find Delta Fifty dying in the snow. Donna seems disgusted by its look. The Doctor tells her the Ood is a "he", not an "it". While the Doctor examines him, Donna keeps the Ood talking, to keep him conscious. The Doctor asks why Delta Fifty has been shot. The Ood merely says "the circle must be broken", before suddenly getting up to attack. Before he can fully stand, he dies. Donna wonders if they should bury him, but the Doctor says to let the snow do the job. As they walk off, the Doctor tells Donna that the Ood are servants to humanity; they normally aren't violent. However, the last time the were possessed by something maleveolent. When Donna asks what, the Doctor tries to avoid the question; however, she demands an answer. "It was the devil." the Doctor quips. Donna tells him that if he's going to joke, she put her hood up to block him out. However, the Doctor continues on that there must be another source causing the Ood to be psychotic; they see a rocket fly overhead. Calling it a sports care compared to the TARDIS, Donna races to see where it lands. The Doctor joins her, spotting Ood Operations HQ. Solana Mercurio meets up with the buyers outside the warehouse and tells them to come inside. Just then, the Doctor and Donna arrive. By using the psychic paper, they are able to convince her that they represent the Noble Corporation PLC Limited, Intergalactic (a fictitious company); in a bizarre twist, Donna gives the entire cover story, while the Doctor makes the psychic paper show what Donna just said. They are greeted as Dr and Mrs Noble, but they quickly correct her that they are not married. Just then, they hear an alarm, which Solana claims is a siren signalling the end of a work shift. In truth, the head of security, Commander Kess, has reported an Ood on the loose. His team pursue the Ood, and eventually corner him. When he turns to the guards, they realise that it is more than a mere case of Red-Eye: this Ood has turned rabid. Halpen orders Kess to send the Ood to Dr Ryder. Solana gives out the presentation on the Ood. She shows three different Ood, one with the standard voice, one with a sexy female voice, and one with a "comedy classic" option (when being told that the has Ood dropped something, he answers, "D'oh!"). Afterwards, while the buyers are enjoying the buffet, the Doctor and Donna discover that they are at the Ood Sphere in the year 4126, during the Second Great and Bountiful Human Empire that spans three galaxies. Donna is fascinated that Earth is still populated, despite all the news articles in her time stating the near end of the world, including global warming and the disappearance of bees. Donna then learns that the red dots on the maps are Ood distribution centres. She decides to talk to an Ood to see if they get a say in this. However, the Ood merely tells them that the Ood were born to serve, or they would die out. The Ood then starts mentioning the circle. The pair decide decide to peruse the base of operations. Halpen, Kess and Dr Ryder take a look at the chained and rabid Ood. The trio are baffled that after two centuries there is a change in them. Ood Sigma is questioned to see if he has seen anything like it, but even he is just as clueless. Dr Ryder suggests they go to Warehouse 15 to find answers. Halpen reluctantly agrees, even though there hasn't been any activity there for 200 years. When asked about what to do with the rabid Ood, Halpen orders security to kill it. Meanwhile, the Doctor and Donna observe the Ood being shepherded around. Donna realizes the Ood are slaves, not servants. The Doctor tells her it's not too different from her time, to which Donna says is not true as she doesn't enslave people. The Doctor quips it's the people who make her clothes. Angered, Donna asks the Doctor if he takes humans with him on his travels just to take cheap shots at humanity. Apologizing, the Doctor remembers that he couldn't save the Ood the last time he met them, and never thought to investigate why a species would apparently voluntarily give up their freedom. Now that he knows the truth, and figuring he owes them one; the Doctor resolves to liberate the Ood. They then observe Halpen. Knowing he's the boss, they decide to stay out of his way. Halpen, Dr Ryder and Sigma enter Warehouse 15, which houses a large, pulsating brain - "the Ood Brain". Halpen reminisces about his first time to Warehouse 15 when he was six years old, and is still horrified by those memories. Ryder checks the computers and finds no changes in the brain. Halpen is then interrupted by Solana, who informs him that two of the buyers claimed to be members of the Noble Corporation - but the company does not exist. Further, they are now missing. Halpen orders security to search for them, but discreetly. The Doctor and Donna enter a warehouse, finding countless cargo containers. Breaking into one, they see that it contains numerous Ood just standing. Donna wonders why the Ood won't just go free. They reply that they don't understand the concept. When the Doctor mentions the circle, all the Ood, in unison, say that the circle must be broken, so they can sing. Just then, they are spotted by Commander Kess, who raises the alarm, against Halpen's wishes. While Solana lies to the buyers and tells them it is just a fire drill, the Doctor and Donna run. Donna is captured and taken to a container filled with Ood, who have turned to red-eye. Meanwhile, the Doctor is being chased by Kess, who is joyfully trying killing him with a claw. Though the Doctor tries his best to evade it, he eventually falls. He is saved by Solana, who shuts down the claw's power and reminds Kess that Halpen wants the two alive. Security eventually lets Donna, who is about to be killed by the red-eye Ood, free. However, the guards forget to re-lock the container, and the red-eye Ood escape from the container too and promptly kill the guard next to the door. Kess and his men open fire as the surrounding containers open as well, giving the Doctor, Donna and Solana time to escape as bullets ricochet everywhere. After making it out, Solana confirms everyone on Earth either knows of the treatment of the Ood or doesn't ask. The Doctor asks her to help them. Reluctantly, she points them to the direction where they make the Ood turn to slaves. However, she defects again and calls out for the guards to apprehend the two. The Doctor and Donna head off to the area she pointed out. Kess manages to contain the rabid Ood, but believes the entire batch is contaminated. Seeing no alternative, Halpen orders Kess to get gas canisters. By the time the Doctor finds the area, he hears the Ood song getting stronger, though Donna still can't hear it. After they break into the room, they find several Ood in a cage. The Doctor tries to introduce them as "Doctor Donna". Donna asks the Doctor to let her hear the song. After he is able to open her mind to it, she quickly wants to stop hearing it. It is a very sad song of captivity. He closes her mind to it again; however, she realises that the Doctor can still hear it, which saddens her more. While Halpen and the team attempt to break into the room, the Doctor enters the cage and discovers that these are "natural" Ood, and carry a hindbrain in their hands. The corporation lobotomises them by removing the brains and replacing them with translation spheres. Donna notes that she spent a long time looking for the Doctor, hoping the universe would be a wonderful place, but didn't realise how many issues and horrors await also. "I want to go home," she says. Moments later, Halpen and the team break in and arrest the two. After they are handcuffed to some pipes, Halpen interrogates them, and gets them to "confess" that they are activists from Friends of the Ood. Halpen claims that the Ood welcomed being turned into slaves, and would be nothing without humanity. Donna snaps at Halpen, calling him an idiot; the Ood are peaceful, and only wanted to befriend humanity. Instead, Halpen's family exploited and mutilated the poor creatures. Impressed with Donna being able to make such a righteous speech, the Doctor congratulates her. The Doctor also learns that Halpen is going to gas the "livestock", which he likens to how humans dealt with foot-and-mouth disease centuries ago. Meanwhile, the natural Ood appear to have influence over the rest of their kind. They turn every Ood, apart from Sigma, to Red-Eye. In the room with the buyers, Solana notices the Ood turn into red-eye, and urges the buyers to leave. When a drunk and ignorant buyer is killed after foolishly approaching the Ood, the rest quickly oblige, though several are electrocuted in the process. Solana escapes, but doesn't make it far - as an Ood appears and kills her. As the gas canisters count down, Kess is captured by the Ood. They subsequently release the captured Ood, and imprison Kess without a gas mask. When the timer reaches zero, Kess dies from the released gas. Outside, Halpen and Ryder witness a full-scale revolution in progress, which the humans are losing, due to them being outnumbered by the Ood. The corporation plans to evacuate and then destroy the building; Halpen decides to leave the Doctor and Donna behind to be killed by the Ood as executing them with gunshots to the head would leave too many questions when an investigation is conducted. The Doctor confronts him about a supposed third element, and wants to know what it is. Halpen replies, "It won't exist for very much longer", before leaving. Halpen and Dr Ryder make it down to Warehouse 15, while witnessing the Ood revolution in full swing. As the Doctor and Donna attempt to break free without any success, three red-eyed Ood enter the room and plan to kill them. The two of them repeatedly tell them, "Doctor, Donna, friends" and "The circle must be broken". Through the mild telepathic link with their adapted brethren, the natural Ood are able to hear them. They pass the knowledge of who is a friend to the Ood on to the three, returning them to docile mindsets. The Ood free the Doctor and Donna, who are trying to find the source of the third element. On the way, they see Sigma, who was generously allowed to leave by Halpen to join his people; Sigma guides them to Warehouse 15. Once inside, the Doctor finds the giant Ood brain. It is the Ood's telepathic centre and the third part of the Ood physiology. Six pylons surround the brain, which has been used to dampen the telepathy between brain and Ood for 200 years, forcing them to be servants. They are interrupted by Halpen, who holds them at gun point. Ryder tells them that he has surrounded the area with land mines to kill the brain; since it is the third link in the Ood way of life, this will kill every Ood in the universe. The Doctor theorises that the brain spent 200 years adapting to the pylons, but Dr Ryder claims responsibility. He exposes himself as a member of FOTO - the Friends of the Ood; knowing that the natural adapting process would take too long, he spent ten years infiltrating Ood Operations and working his way up the corporate ladder. Once he finally had access to the warehouse (a few hours previously), he lowered the barrier to its minimum setting, allowing the oppressed Brain to wreak vengeance on those that imprisoned it. In response, Halpen pushes him over the edge, and he is engulfed by the brain. As Halpen is about to shoot the Doctor and Donna, Sigma steps in and insists he take another drink. Halpen, disturbed by Sigma's insistence, asks the Ood if he has poisoned him, but Sigma denies such, declaring that natural Ood do not kill. He reveals that Halpen's "hair tonic" is in fact Ood graft suspended in a biological compound. The Doctor realises that the Ood subconsious is divided into three groups: red-eye is revenge, rabid is anger, and the seemingly unaffected Sigma represents its patience. The Ood have been preparing for Halpen for a long time, and with him in such close proximity to the brain, he begins to hear to Ood's telepathic song. With the Ood graft he has consumed rewriting his biology, he transforms into an Ood before their eyes, coughing out his new hind brain in the process, and Sigma says that he will be looked after. Donna notes that after being with the Doctor, she doesn't know what is right or wrong anymore, to which the Doctor replies, "It's better that way. People who know for certain tend to be like Mr Halpen". After the Doctor shuts down the mines, he asks Sigma if he can shut down the pylons damping the telepathic field. Sigma readily agrees, and with the push of a lever the circle is broken. The Ood can sing again. The Ood song erupts to a new, joyful one, and now everyone can hear it, even Donna. Outside, the fighting stops - the Ood group themselves together, whilst the soldiers stand down. Afterwards, the Doctor and Donna are outside the TARDIS, and explain to Sigma that the song resonated to the three galaxies. The humans, realising that the Ood can think and feel like them and demonstrating the immense kindness they are capable of, decide to free the Ood and send them back home. After Sigma thanks them, he offers them a place in their song, but the Doctor says he has his own song. Sigma tells him his song will end soon, since every song must end. The Doctor turns to Donna to see what she wants; after the freeing of the Ood, she has changed her mind and wants to continue her travels with him. Before they leave, Sigma tells them they will never be forgotten; their children and children's children will sing of the DoctorDonna. Their names will be carried by the Ood Sphere's wind, ice and snow forever. The TARDIS vanishes as the Ood watch. Luke Rattigan and his students toss out reporter Jo Nakashima and her notes from the Rattigan Academy. She protests, saying that she's investigating ATMOS, Rattigan's invention. It is dangerous. An uninterested Rattigan lets her leave. However, he goes inside and contacts his mysterious employer, recommending termination of Jo. His employer reminds him they don't take orders from "humans", but Rattigan reminds him that he said, "recommend", and the employer agrees to terminate Jo. Some time later, Jo is in her car (fitted with ATMOS). She leaves a message for Colonel Mace of UNIT, asking him to check out several recent deaths that have happened in ATMOS-equipped cars and to pinpoint the times. At the same time, she follows her ATMOS's instructions. After crossing a bridge, the car turns right and stops at the bank of a river. Jo is confused, as she told ATMOS to take her to UNIT Headquarters. She's about to find her own way when the car doors lock themselves and the transmission of the car locks itself in the drive position. The car accelerates towards the bank. Jo screams as the car goes flying, landing in the river, where it sinks with her inside. Meanwhile, Donna is flying the TARDIS with mixed results while the Tenth Doctor watches closely (warning her not to put a dent in the 1980s). He gets a call on his mobile phone, from former companion Martha Jones. Martha waits in an alley when the TARDIS materialises. The Doctor introduces Martha and Donna and catches up on where Martha has been since she left the TARDIS. She is now engaged to Tom Milligan and, thanks to the Doctor's recommendation, has a job with UNIT as a medical officer. She speaks into a walkie-talkie and gives the all-clear to execute "Operation Blue Sky." Elsewhere, UNIT forces raid an ATMOS factory and capture the workers. What no one knows is that Luke Rattigan's employer is watching the raid on a television monitor and is not very impressed. Martha leads the Doctor and Donna into a lorry containing a mobile UNIT headquarters. She introduces the Doctor to Colonel Mace, who knows about the Time Lord from UNIT files. The Doctor isn't impressed either with the overly military "new" UNIT or their handling of civilian workers in the ATMOS factory. Donna compares it to how the United States treats detainees at Guantanamo Bay. Martha and Mace explain why they've executed the raid: just the day before, fifty-two people were simultaneously poisoned to death in their cars across the world. Martha has checked the biopsies and found the unknown toxin had left each of their bodies immediately. The cars in question are of different makes and models but are all fitted with ATMOS. UNIT suspects that the technology is alien in origin. Meanwhile, two UNIT solders, Privates Harris and Gray, are exploring in the lower corridors of the ATMOS factory. Wandering into another corridor, they find two ATMOS workers guarding a door. Rattigan's employer remotely orders the two workers to let the soldiers in. Hypnotically, one opens the door. They enter a room with mysterious lighting and a tank with something banging underneath. They figure it must be a cloning tank and someone is growing a body. Gray tries to call for backup, but a squat armoured person appears in the room and praises Harris's skills of deduction. He tells Gray that he smells of sweat and fear. After Harris calls him "Humpty Dumpty", the figure fires a bolt of energy from a staff to disable Harris's legs. Gray fires his submachine gun, but it only clicks. The figure reveals that the room is contained within a cordolane signal that excites the copper surface of the bullet and causes expansion in the barrel, rendering their guns useless, as well as blocking their radio signals (during which time Gray tries using his pistol but finds that is also useless). Gray raises the submachine gun to strike a blow and the figure fires at Grey's legs, causing him to fall the floor as well. When asked for a name, the figure identifies himself as General Staal of the Tenth Sontaran Battle Fleet, known as "Staal the Undefeated." He takes off his helmet to reveal a face that horrifies the disabled privates. The Doctor examines the ATMOS equipment and concludes it is advanced but not alien technology. He notes that he didn't expect Martha to work for the military, but she points out that he left her and she is working with UNIT on her own terms. Donna has been using her own skills to go over the personnel records. She returns with the Sick Days file, which is empty. There have been no sick employees at the factory in months, if ever, which is more suspicious. The Doctor wants to go see Luke Rattigan, the creator of the ATMOS system. Mace assigns him a private, Ross Jenkins. Meanwhile, Donna and Martha chat and Martha notes that her family suffered because Martha didn't tell them about her involvement with the Doctor. In the basement, Staal finishes the hypnotic programming on Gray and Harris, assigns them orders and returns to the Sontarans' ship via a teleport pod. The Doctor prepares to go the Rattigan Academy and Donna says that she's going home. The Doctor thinks she means she is leaving for good. He babbles on about how he'll miss her until he figures out she's just going home to talk to her mother and granddad. Meanwhile, Martha talks to a factory worker, Trepper, who seems to have come from Poland just to work. She finds him little more than an automaton with a rapid heartbeat, as he speaks in an emotionless monotone and he claims he works 24 hours a day. She goes to find Mace. Gray and Harris offer to escort her to the colonel. They take her to the basement and lock her in the cloning chamber. Donna returns home and explains to Wilfred where she's been. He takes it well, but warns her not to tell her mother, Sylvia. When Sylvia comes in and demands to know where Donna has been, Donna says she's been travelling. The Doctor and Jenkins travel to the Rattigan Academy, and the Doctor notes that even UNIT jeeps have ATMOS. Jenkins says that until the system has been proven dangerous, the government refuses to remove ATMOS. They arrive at the academy and meet Luke. The Doctor checks out the science labs and goes to Luke's reception area, which contains a large piece of tunnel-like sculpture. The Doctor notes that Luke couldn't have created the equipment in the science labs. He triggers a control on the piece of "art," revealing it's a teleport pod. The Doctor ends up teleporting the Sontaran spaceship. As they notice him, he teleports back. General Staal makes it through before the Doctor can sabotage the pod. He removes his helmet. The Doctor, realising who he's up against, taunts Staal about his honour and bounces a ball off of the wall behind Staal. It hits his probic vent, the Sontarans' one weakness. Staal, stunned, collapses. The Doctor and Jenkins make their escape. Staal recovers and fixes the teleporter, then returns to his ship with Luke. He has his second-in-command Commander Skorr, "the Bloodbringer", begin the invasion. Skorr teleports down to the factory and confronts a captured Martha, saying for her, they need something more sophisticated than the hypnotic programming they utilised in the factory drones and the privates. He renders her unconscious and begins transferring her memories into a clone. Staal realises that he is dealing with the Doctor, the last Time Lord. He tracks the Doctor through the ATMOS device in the jeep and drives it into the river. The Doctor overrides the device by reverse psychology: he orders it to do what it's doing anyway so it will disregard his orders and do the opposite. It stops just short of the river and the Doctor and Jenkins jump out, expecting an explosion, which turns out to be unneccessary as the ATMOS just sparks and shorts out. With the ATMOS destroyed, Staal assumes that the Doctor is dead and confirms with Skorr that the Martha clone is ready. Luke assures him that the initial test run resulting in the fifty-two dead car drivers was successful and they are ready to unleash ATMOS on a wider scale. The Doctor goes to pick up Donna while Jenkins finds a vehicle without ATMOS so they can get back to UNIT. Wilfred and Sylvia both recognise the Doctor from their previous Christmas encounters with him. The Doctor calls UNIT and talks to the Martha clone. She promises to pass on his warning about the Sontarans but tells Mace that everything is fine. The Doctor then examines the ATMOS in Donna's car and triggers a hidden device exposing gas nozzles. The Sontarans detect the activation and Staal realises the Doctor is still alive. He orders the invasion to begin and the Sontaran ships close in. The Doctor realises the gas is poisonous and there are over four hundred million cars on Earth with ATMOS. Wilfred tries to move his car, but at the same time, Staal orders the converters to be activated and every one deadlocked. As Wilfred gets in his car, the doors suddenly lock themselves and the engine starts. As the ATMOS device begins to emit a poisonous gas, the Doctor tries to disable the ATMOS to get Wilfred out. In a supermarket car park, every ATMOS car goes crazy, releasing the same gas while their owners attempt to stop them. At UNIT, soldiers try to destroy their ATMOSes by shooting at them. Mace learns that all other cars equipped with ATMOS have been activated. Meanwhile, the Doctor's efforts to get Wilfred out of his car fail. He is interrupted when the gas starts setting off car alarms on the street. He looks up to see other parked cars emitting the gas. Up above, the Sontarans and Rattigan shout a war chant as the invasion begins. The Tenth Doctor continues sonicking the car in his attempt to free Wilf from it before he chokes on the gas. However, it proves useless as Sylvia frees Wilf from the car by smashing the window with an axe she keeps in case of burglars. Ross arrives in a taxi, the only thing he could find not fitted with ATMOS. Despite Sylvia's protests, Donna goes with the Doctor back to the ATMOS factory with her grandfather's support. Arriving at the factory, the Doctor gives Donna a key to the TARDIS so she can wait without choking on the air. Donna manages to enter the TARDIS just as she began coughing hard from the gas. In the meantime, Clone Martha overhears a radio transmission of the Doctor's arrival and tells Colonel Mace the previous message the Doctor gave her: Code Red Sontaran. Rushing into the mobile base, the Doctor tells Mace not to engage the Sontarans in battle. When questioned about what he plans to do, the Doctor says he'll use the TARDIS to get on their ship to talk with them. Martha's clone subtly gives orders to the hypnotised UNIT soldiers Harris and Gray to put teleport relays on the TARDIS for the Sontarans to beam it up. Once done, Donna feels a shake from the teleport. The Sontarans gloat over having the Doctor's infamous vessel. The Doctor and Clone Martha arrive to find the TARDIS gone. Knowing he is trapped, the Doctor tries to goad the Sontarans into revealing their plan. The Sontarans do not to fall prey to this ploy, but they move the TARDIS out of the main war room, placing Donna in a position to help. Against the Doctor's advice, UNIT decides to use nuclear weapons against the Sontarans; however, Martha's clone has covertly copied the launch codes, and stops every attempt they make to fire the weapons. The Sontarans mobilise troops to retrieve and protect the clone. With the Sontarans' ability to jam most conventional firearms by expanding the copper-lined bullets, the UNIT troops are quickly slaughtered and the factory is secured. Rattigan leaves the Sontaran flagship to gather his students. He plans to take them to another planet, Castor 36, and begin the human race anew; everything they were building was the foundation of said new world. The students laugh him off; he attempts to keep them from leaving by brandishing a gun. However, when Rattigan shows no initiative to use it, they leave. When he returns to report his failure, the Sontarans too ridicule his efforts, having never planned to take him; they planned on using the students as target practice. Rattigan teleports back to his mansion before they can kill him, and the Sontarans lock the teleport pods. Meanwhile, the Doctor instructs Donna to reopen the teleport pods. Everyone puts of gas masks, even the Doctor, who can't resisting remembering the Empty Child. Mace calls down the Valiant's, whose engines are strong enough to clear the area around the factory; this is enough to impress the Doctor. A Sunglider weapon — smaller than that used against the Sycorax — is their main offence, killing many Sontarans in the blast, and with steel-encased bullets in lieu of copper, they begin a successful retaliatory strike, during which Colonel Mace personally confronts and executes Commander Skorr with a pistol. The Doctor makes his way to the cloning room where Martha is being held. Having figured out long before the clone wasn't the genuine article (as she quite frankly smells badly to non-humans), he severs its connection to Martha, leaving it to die. Martha convinces the clone to betray the Sontarans in its last moments. The clone reveals that the poison gas is actually "clone feed" for Sontaran clones: they are converting the planet into a giant breeding world. With Donna's help, the Doctor reactivates the teleport pods, rescues Donna, steals back the TARDIS, and teleports into Rattigan's mansion. With Rattigan's equipment, the Doctor builds an atmospheric converter, igniting the atmosphere to clear out the poison gas, much to the delight of UNIT and the rest of humanity; Wilf and Sylvia come out of their house and start cheering along with their neighbours, while Captain Marion Price kisses Colonel Mace as the UNIT soldiers cheer their victory, though she quickly composes herself. However, he knows the Sontarans won't accept defeat so easily — they are beginning their standard invasion stratagem. The Doctor tells Donna and Martha to lead good lives, tells Rattigan to go on and do something clever, and teleports to their ship with the converter to give them the choice between retreat and death. The Sontarans choose the latter, as a countdown begins. The Doctor threatens that he will do it, but Staal defiantly tells him the Sontarans do not fear death. The begin chanting "Sontar-ha!" However, with a few seconds left, Rattigan simultaneously teleports himself to the Sontaran ship and the Doctor back to Earth. The Sontarans stop their chant with the new development. Luke says "Sontar? Ha!" and triggers the device. The explosion blows out the windows of the bridge, killing Staal and Rattigan, before consuming the entire ship; the resultant shockwave destroys most of the Sontaran space pods launching from the main vessel. With the day saved, the Doctor and Donna say their goodbyes to Martha, only to have the TARDIS spring to life and begin piloting itself to places unknown before she can leave, the Doctor's hand jar bubbling. The TARDIS continues to fly out of control as the Doctor's attempts to gain control of his vehicle continue failing. Martha and Donna are having trouble keeping their balance, since the TARDIS's flight is more erratic than usual. The console smokes and sparks and the ship bucks violently, hurling its occupants about. The Doctor's severed hand bubbles furiously. Seeing this, the Doctor comments his old hand is "liking" their unexpected trip. Donna is horrified by this; she thought it was just a "freaky alien thing" and not the Doctor's hand. Martha explains that the Doctor's hand got cut off and he grew a new one, making Donna call the Doctor impossible. The Doctor, however, says he's not impossible, "just a bit unlikely". The TARDIS finally lands, allowing the occupants to catch their breath. The Doctor, Donna and Martha depart from the TARDIS to find themselves in what seems to be an underground bunker. The Doctor is the most confused of the three as he has absolutely no idea why the TARDIS would bring them to a place like this. Martha says she loves stepping out of the TARDIS and into a new world, confusing Donna as she had been yelling at the Doctor to take her home. Having a laugh, Martha and Donna talk about the feeling of seeing new worlds, saying it's like having a hamster stuck in your throat. Suddenly, armed men arrive and order them to drop their weapons; they raise their hands to show they are unarmed. However, the lead soldier, Cline, says the Doctor's hands are "clean" and has the other two soldiers take him and force his hand into a machine near by; the Doctor is confused, wondering what's wrong with clean hands. The Doctor jokes, knowing it "isn't going to take my blood pressure", as Martha and Donna ask what they are doing to him. Holding them at gunpoint, Cline explains that everyone gets processed. In between yelps of pain, the Doctor figures out the machine is taking a sample of his tissue and is using it in the "cabinet" device attached to it. The machine releases the Doctor's hand; he and a concerned Donna and Martha look down at his hand to see a thin amount of skin a y-shape missing from the back of it. The cabinet opens with a hiss of smoke and out of it comes a young blonde girl in combat attire, who is given a gun by Cline. As the girl preps her weapon, both Martha and Donna wonder who she is; a bit stunned by what he's seeing, the Doctor explains that she's his daughter. The girl smiles at him and says, "Hello, dad". As the soldiers set up explosives on the walls of the tunnel, Cline questions the Doctor's daughter on how ready she is for combat. In the meantime, both Martha and Donna wonder how this woman can be the Doctor's daughter; he's told both of them how he became the last of the Time Lords. The Doctor explains that the machine took a sample of his diploid cells, which were split into haploids, then recombined in a new pattern and grown "very quickly, apparently" into the young girl in front of them. It makes one person biological mother and father; in short this person just created by the machine is a kind of clone of the Doctor. Just then, someone breaks in and Cline yells it's the Hath. Each of the armed sides fire at the other as the Doctor, Donna and Martha hide. Just as the two soldiers with Cline are shot, Martha is captured by a Hath. Cline orders the explosives to be set off. Despite the Doctor's protests, his daughter obeys and sets off the explosives, sealing the tunnel, separating them from Martha and the TARDIS. The Doctor demands to know why his daughter did that, to which she explains is because the Hath shot at them. She calls Martha's capture collateral damage, believing him lucky; he still has Donna, but Cline lost his men. Angered, Donna tells "G.I. Jane" that Martha isn't collateral damage; they decide to go look for Martha. However, Cline points his gun at them; he's confused as they don't have marks or a will to fight. He explains that they'll be taken to General Cobb for interrogation; seeming to not understand the concept of pacifism, Cline appears to think that anyone not trying to kill the Hath is a dangerous element. On the other side of the rubble, Martha regains consciousness to find herself undamaged and next to the TARDIS with her would-be kidnapper, who's injured. Martha instructs the Hath to be still while she examines its injury. She finds it has a dislocated shoulder, but is confused if she is completely correct as a Hath is not a human. More Hath soldiers arrive and point their guns at Martha; she explains her status as a doctor and that she will not leave a patient in an injured state. She relocates the injured Hath's shoulder and the other Hath think she lied. However, the recovered Hath shows them she did help, having its comrades lower their weapons. Picking herself up, Martha greets them. "I'm Dr. Martha Jones, who the hell are you?" Elsewhere, the Doctor and Donna are being escorted to Cline's camp and ask where they are; Cline explains they're on Messaline, or what's left of it. Donna then asks the Doctor's daughter for her name, only to find out she doesn't have one. The Doctor calls her a generated anomaly; she was bred with military knowledge and common sense, but no name. Donna decides to name her Jenny based on it, which she accepts. Donna asks the Doctor about the name, only for him to act indifferent. Donna says he's not much of a natural parent, prompting him to remind her that his DNA was stolen at gunpoint and processed. He asks her if he can extrapolate a relationship based on an accident, to which Donna points out, "Child Support Agency can". He retorts, "Just because I share certain physiological traits with simian primates, that doesn't make me a monkey's uncle, does it?" Jenny misunderstands the conversation, defending herself, "I'm not a monkey Or a child". They arrive in the camp to find the human group lives in a theatre; Cline orders them to stay still while he talks to Cobb. Donna is shocked by this, but the Doctor jokes, "Maybe they're doing Miss Saigon". Cline walks over with an elderly man, whom the Doctor addresses, "General Cobb, I presume?" Cobb explains the Doctor and Donna were found in the eastern tunnels and with no marks, going on to explain there were pacifists three generations back before they lost contact; he wonders if they are generations from the pacifists. The Doctor decides to pick up on this easily given lie and says that they are from the eastern zone and asks who the Hath are. In the meantime, Martha has been brought back to the Hath camp and is given a warm welcome due to helping one of their comrades. She is a bit uncomfortable with the attention, but is glad they are not trying to kill her. The Hath are likely happy to have a medic on their side. Back in the human camp, Cobb explains long ago the buildings were built into the ground as the environment is too hazardous. Donna finds a fault with the story; there are windows, leading to confusion as to why there any constructed at all since outside is too dangerous. Cobb explains Hath and humans decided to build a new society together, but the dream died; the Hath wanted Messaline for themselves, forcing the first colonists to use the machines to produce soldiers and began the war. The Doctor wonders what they are fighting for and Cobb explains a myth about how a Goddess created the universe, looked at her work and sighed. That sigh was caught in some form which is now referred to as "the Source". They believe the Source to be lost in the maze of tunnels they show the Doctor on a holographic map. Recovering it could allow them to exterminate the Hath and win Messaline for themselves. Meanwhile, the Hath are showing Martha an identical holographic map. Martha appears to partially understand them thanks to the TARDIS translation circuits; she had never went anywhere in time with the Doctor where English wasn't spoken. She points at a section of the map, believing it to be where they are; however, all she earns are sighs due to being wrong. Back at the human camp, the Doctor wonders if the map covers the Hath part of the city as well, which Cline answers yes; he says it will help them find Martha. Cline says they have more important things to do, but when it's morning, they can use the machines to create a platoon. Donna is mortified at the idea of using a machine to have offspring, apologising to Jenny as she does not see her as a real person. Jenny defends herself by saying she has free thought and will, making her just as real as Donna and the Doctor, wondering how they differ (which is how they were born). Cobb shows pride in Jenny, wishing he had more soldiers like her. Yelling in success, the Doctor explains there's a suppressed layer of information and uses his sonic screwdriver to reveal a previously unknown route to the Temple where the Source is located. At the same time, the Doctor's meddling with the human's map has accidentally allowed the Hath to see the new route on their map as well. Martha explains what they are seeing in surprise, but the Hath think she has done something to help them and they pat her on the back, congratulating her for her help. Martha looks on as the Hath wave their weapons. Horrified, Martha thinks she has started a war. Cobb orders to prepare for a final battle for "peace in their time"; however, the Doctor asks why they don't simply stop fighting. Cobb explains once the Source is in their possession, they can wipe out the Hath. The Doctor points out that's contradictory as genocide is the opposite of peace, but Cobb says its the same result in war. Seeing Cobb's insane, the Doctor tells him, "You need to get yourself a better dictionary. When you do, look up genocide. There'll be a little picture of me there and the caption will read, 'Over my dead body!'". Cobb mocks the Doctor for showing his army the way to the Source and orders Cline to take arms, threatening to kill his woman (Donna) if he interferes. Both the Doctor and Donna dismiss the idea they are together before Cobb orders Jenny imprisoned with them as she's "from pacifist stock" and can't be trusted. Once inside the cell, Donna notices there's another plaque with numbers and wonders what they mean. The Doctor tells her they make as much sense as the story Cobb told them, prompting Donna to wonder if it's true. If "the Source" exists, it could actually be a weapon, instead of something mythical. Donna is annoyed that they "gave directions to Captain Nutjob". The Doctor decides they have to come up with a plan to escape and stop the ensuing bloodbath; Jenny looks at him in confusion. Equally confused, he asks why Jenny is staring at him. Jenny says that despite saying he is not a soldier, the Doctor is making plans like a proper general. The Doctor tells her that he is trying to stop the fighting (without violence). Jenny tells him every soldier is. Annoyed and not knowing what to say, the Doctor puts the idea aside for now and asks Donna for her mobile, saying it's time for an upgrade. The Doctor takes out his sonic screwdriver, and Jenny says he has a weapon now. Further annoyed, the Doctor tells her it's not a weapon (as it cannot wound or kill) while she laughs that she will learn so much from him as he is "such a soldier". Speechless, the Doctor tells Donna to talk to Jenny, but Donna is enjoying watching this and encourages Jenny to keep going. The Doctor calls Martha and is relieved she is alright and explains he, Donna and Jenny are as well. However, he becomes grim when he learns his meddling with the map gave the Hath the same directions to the Source as Cobb. The Doctor instructs Martha to stay where she is and to be safe as Martha's phone battery goes dead. Meanwhile, Martha and the Hath she healed, Peck, are studying the tunnels as she wonders if there is some place where she can recharge her mobile. Peck works the controls and converts the map into 3D, delighting Martha. Noting that the distance above ground is shorter than the distance through the tunnels, she plans to beat both the humans and the Hath to the Source. However, Peck informs her that it's a bad idea as the surface has low radiation levels; Martha decides that small time exposed to it wouldn't having any lasting harmful effects. Elsewhere, Donna forces the Doctor to accept Jenny as his offspring by using his stethoscope to show him that she has two hearts, proving she is the same species as him. The Doctor, however, insists that Time Lords are defined by their shared tragedy and therefore Jenny is not a Time Lady; Jenny is confused by this as she had only the knowledge of this planet in her head. The Doctor explains that it all vanished in the Last Great Time War, a war MUCH bigger than this one; he admits to killing in the war, which he greatly regrets. Jenny then asks how they are different. In the meantime, the Hath have found their side of the entrance into the Temple and use a battering ram to create a shortcut. Martha and Peck reach a hatch and escape to the desolate surface while Martha berates Peck for using foul language when she says he couldn't resist seeing the surface. Back at the cell, Jenny seduces the guard and then holds him at gunpoint to force him to open the door. Amused, Donna tells the Doctor, "I'd like to see you do that". The Doctor only gives an embarrassed look as they escape. They reach the exit of the camp, only to find another guard. Donna offers to distract this one, but the Doctor tells her that she should save her "womanly wiles" for an emergency; Donna knows he is lying, but agrees. Using a toy mouse, the Doctor distracts the guard, but Jenny knocks him out with a karate chop. Annoyed, the Doctor tells her to "stand still, don't hurt anybody", while he searches the guard for a copy of the new map. On the surface, Martha falls down a scree into quicksand. Peck leaps in to save her, getting her to the edge of the quicksand, where she climbs out. However, Peck is unable to get out himself; he sinks beneath the surface, content to have saved her. Martha is devastated and weeps bitterly as the wind howls and her friend disappears beneath the surface. Elsewhere, the Doctor, Donna and Jenny have found the secret entrance. Donna finds a plaque, asking for a pen and paper from the Doctor as she notes the plaques are counting down the closer they get. Jenny notes they're always thinking (which is new to her, having been bred to follow orders) and asks who the Doctor is, only to get "the Doctor" as an answer; she wonders if he's an anomaly, too. The Doctor says he's not, while Donna says "You're the most anomalous bloke I know". Jenny asks what they do; Donna says they save planets, rescue civilizations, defeat terrible creatures and do an awful lot of running - "seriously, there's an outrageous amount of running involved". Donna asks the Doctor is Jenny will join them, to which the Doctor agrees to. They get the door open just as Cobb's army arrives and seal it shut behind them. After Jenny runs ahead to scout, the Doctor explains to Donna his previous parenting, the pain of losing the Time Lords and his family, and the fact that he is reminded of them when he sees Jenny. They come across a security grid and the Doctor shuts it off just as Cobb and his men break through the door. This gives Jenny an epiphany: follow her dad or shoot Cobb. She shoots a pipe to release some steam to buy time, but doesn't make it back to the Doctor in time as the security beams come back on. Jenny abandons her gun and flips through the beams, astonishing the Doctor and Donna. The Doctor yells to Cobb that if the Source is a weapon, he's going to destroy it, while Cobb threatens the Doctor's life, saying one of them will die, but not himself. The Doctor, Donna, and Jenny discover the temple is the original spaceship. This puzzles him as the ship is obviously well-maintained, despite having supposedly being abandoned for years. They find a computer that says the colonisation mission commander died of Byzantine fever, causing a power vacuum between the humans and Hath. Donna stares at a digital clock on the wall and suddenly realises what the numbers are dates; the city was built in sections outward from the spaceship and the dates (which aren't counting down, but counting out) mark when each section was completed. The clock shows it's been a week since the ship landed. The "generations" mentioned by the soldiers aren't years; they refer to the soldier breed from the Progenation machines. They proceed up the stairs, finding Martha, who tells them she took the surface route. At the same time, the Hath and Cobb's forces are cutting through the doors to get inside the ship. The quartet suddenly smell flowers and race to the very top to find a garden kept alive by the Source, a terraforming device to make hostile environments habitable. The original colonists likely died a few days into the war, leaving the soldiers with inaccurate information, leaving them to speculate; this caused them to fight over nothing. The human and Hath armies arrive, confused, wondering if it's a trap. The Doctor explains that they no longer really know why they're here as their history is getting more distorted the more it's passed on, like Chinese whispers. The Doctor, surrounded by both armies, declares the war over and smashes the Source to release its gases and start the terraforming process. Both armies lay down their weapons in awe of the new planet forming around them. Jenny wonders what is happening and the Doctor tells her the gases will escape to the outside, triggering the terraforming process, and a new world will be born. However, Cobb, full of malice out of being denied his murder of the Hath, takes a shot at the Doctor. Jenny takes the bullet instead. Both the human army and the Hath army look on in sadness as Cline and two soldiers hold Cobb down. Donna asks Martha if Jenny is going to be okay. However, when Martha takes Jenny's pulse, she gives a grim look, signifying she won't make it. Jenny dies in the Doctor's arms, happy that he invited her to travel with him. The Doctor cries, saying that if they just wait, maybe Jenny will regenerate. However, Martha gently says that she must not be enough like the Doctor to regenerate. The Doctor replies that she was too much like himself. After he lays her head gently on the ground, the Doctor grabs Cobb's gun and holds it to the General's head, shocking Martha and Donna as he despises guns and violence. Cobb is equally shocked, but further shocked when the gun is lowered. The Doctor looks him straight in the eyes and says in a soft, cold tone, "I never would". Yelling in grief, the Doctor asks that both armies let the idea of a man "who never would" be the foundation of the Hath-human society that must now emerge. The Hath and humans ask the Doctor to allow them to give Jenny a proper funeral, to which he sadly agrees. Later, the Doctor concludes that Jenny's creation was the reason the TARDIS had brought them to Messaline. The only problem was that they had just gotten there a little too soon; thus they ended up creating Jenny in the first place - "Paradox, an endless paradox" the Doctor quips. He returns Martha home, where Martha and Donna talk about travelling with the Doctor. Donna tells Martha, "I'm going to travel with that man forever", before returning to the TARDIS. Martha hugs the Doctor and bids him good bye, and the Doctor bids good bye to Dr Jones, returning to the TARDIS. Back on Messaline, Hath Gable and Cline look at Jenny's body in sadness. Suddenly, she breathes out a glowing cloud of green and gold and revives, just as the Doctor had hoped. She smiles and says, "Hello boys", before running off into the ship. Gable and Cline follow her to find she is taking one of the escape shuttles to leave the planet. A concerned Cline asks her what she is doing over the intercom and Jenny asks if he is going to tell her dad on her, saying she is has a lot to see, planets to save, rescue civilisations, monsters to defeat, and an awful lot of running to do. The TARDIS materialises outside a country estate, hidden by trees; the Tenth Doctor and Donna Noble step out. The Doctor smells the air (which has the scent of mint and lemonade) and tells Donna that they have landed in the 1920s. Donna wonders if the Doctor really could tell the year by smell; he tells her it's true. However, she then points out that the vintage car coming up the driveway may have given it away. They both hide. The car's driver, Professor Peach, parks outside the house. He is promptly greeted by his old friend, the butler Greeves, just as the local reverend, Arnold Golightly, arrives on his bicycle. As the servants take their luggage, they exchange a few words. Peach decides to go to the library to do some research on his own. Golightly tells Professor Peach that they're at a party, he should try to relax; constantly working will be the death of him. Watching from the side of the house, Donna tells the Doctor to forget about planet Zog — a party in the 1920s is much more fun. The Doctor tells her that the trouble is that they haven't been invited; however, then pulls out the psychic paper, saying "oh, right. Yes, were are!". Donna heads back into the TARDIS to find a dress from the 1920s to wear for the party. In the library, Professor Peach looks at one document and realises that he was right about something kept secret all these years. Suddenly, a shadowy person comes in, and Peach quickly hides his papers, telling the person that he was just doing some mundane research. He then asks the mysterious person what he is doing with a lead pipe. The mysterious person's eyesight becomes purple as Peach mumbles, "That's impossible!". The mysterious person, revealed to be a giant wasp, suddenly swings the piece of pipe at Peach's head as the Professor screams. Back outside, the Doctor is impatiently waiting outside the TARDIS for Donna to finish changing into proper attire, reminding her that they'll be late for cocktails. Donna comes out in a period dress and with her hair done up and asks, "What do you think? Flapper or slapper?" The Doctor smiles and responds, "Flapper. You look lovely." They head for the front lawn. They are greeted by Lady Clemency Eddison, who wonders who they are. The Doctor uses the psychic paper to fake an invite and comes up with a story about meeting her at an ambassador's reception. Lady Eddison excuses herself as she is being cautious because the Unicorn is about. The Doctor, at first, mistakes this for an actual unicorn before Lady Eddison clears up the confusion by explaining that "the Unicorn" is a notorious jewel thief who is on the loose and has just struck again. Next, they meet Lady Eddison's wheelchair-bound husband, Colonel Hugh Curbishley, and their son Roger, who starts to hit on Donna; the Colonel has been in his wheelchair since 1918 due to a terrible illness. Donna is confused why Lady Eddison has a different surname and the Doctor explains that the Eddison title descends through Lady Eddison, not the Colonel; one day Roger will be a lord. Roger secretly flirts with Davenport, the male servant; Donna and the Doctor easily pick up on the homosexual relationship between them and whisper quips to each other. (Donna says, "All the decent men are on the other bus," to which the Doctor adds, "Or Time Lords.") Next to arrive is Reverend Golightly, whom Lady Eddison congratulates on the apprehension of two boys who tried robbing his church last Thursday night. Following him is the socialite Robina Redmond. Last to come is British mystery writer, Agatha Christie. The Doctor is ecstatic about meeting her, as she is another of his favourite authors. He admits that he was only surprised once by her books, but "It was a good once!". Still a young writer at this point, she has recently published her sixth novel. The Doctor and Donna are both impressed when she calmly notices that they're not married, as Donna has no wedding ring. Agatha is, however, unwilling to talk about her husband, who will not be joining them. Seeing that they are a person short, Lady Eddison tells Miss Chandrakala to go into the house and find Professor Peach. Golightly mentions that Peach said he was going to the library; when Miss Chandrakala investigates the library, her face changes to a look of horror. The Doctor acquires a newspaper from Hugh's chair and reads it. He immediately realises that something is wrong when he shows Donna the date — 8 December 1926, the day Agatha Christie disappeared. He explains that Agatha has just discovered that her husband is having an affair. Being British, these people would normally just carry on (with stiff upper lips), but this time, that won't happen. Tomorrow morning, her car will be found abandoned by the side of a lake; ten days later, Agatha will turn up in a hotel in Harrogate with no memory of what happened. She never spoke about what happened to the day she died. A surprised Donna then asks the Doctor, "Then it's about to happen."; he finishes "right here, right now." Their train of thought is interrupted when Miss Chandrakala comes running back, yelling frantically that the Professor has been murdered in the library! The Doctor and Donna race to the library to find the Professor's body, followed by Agatha. The Doctor determines that blunt force trauma was the likely cause of death, and notes that the watch broke as the victim fell — pinpointing the exact time of death to 4:15 PM. Agatha discreetly takes a piece of paper from the fireplace, but the Doctor notices her reflection in the bookcase. Donna softly asks the Doctor if he noticed the professor's murder is like the board game "Cluedo". The others arrive on the scene, and decide to call the police. However, the Doctor uses his psychic paper to identify himself as Chief Inspector Smith of Scotland Yard (aka "the Doctor") and Donna as "the plucky young girl who helps me out". Donna takes issue with this description, but the Doctor explains that there are no policewomen in 1926. While Agatha keeps the others in the sitting room until he's ready to question them, Donna asks the Doctor why they aren't calling the real police. He explains that he has found "morphic residue" — a by-product of shape-shifting — on the floor. This means that one of the others is an alien in human form. Donna then says the situation is weird; Agatha Christie wasn't literally surrounded by murder. She compares it to Charles Dickens being surrounded by ghosts at Christmas. The Doctor hints he actually experienced that, as Donna then asks if they could "drive cross country and find Enid Blyton having tea with Noddy", before asking if Noddy is real. The Doctor confirms he isn't, then rushes off. While the Doctor tastes the residue to determine what left it, they walk past the sitting room. Donna then asks if it's like Murder on the Orient Express, where everyone did it. Agatha overhears this and finds the idea brilliant. Donna tries to tell her it's one of her best books, but the Doctor quietly hints to her that it hasn't actually been written yet, so Donna takes advantage of this to get it copyrighted in her name. The Doctor explains he and Agatha will question the suspects, handing Donna a magnifying glass to search the rooms upstairs for clues (and, he whispers, more residue). The Doctor expresses joy at being able to solve a murder mystery with Agatha. She reluctantly agrees to work with him, unhappy at the Doctor's casual attitude toward the murder. During the interviews, the guests recount their stories of what they were doing at 4:15 PM. Each is revealed to be hiding something, except for Reverend Golightly (who claims to have been unpacking in his room). Lady Eddison claims to having been taking tea (she was surreptitiously consuming liquor). Robina Redmond claims to have been using the toilet (she was in the bathroom loading a tiny pistol). Roger Curbishley claims to have been walking alone (he was actually having a tryst with his lover Davenport, one of the servants). Colonel Hugh claims he was reading military memoirs in the study (he was actually viewing erotica and fantasising about can-can dancers - which causes him to slip into a second flashback). The Doctor manages to snap him out of it, much to Hugh's embarrassment. Agatha points out that they have nothing to go on, mentioning they need to use "the little grey cells". This prompts the Doctor to talk about his fondness for the character of Poirot, which then causes him to remembering being in Belgium once to rescue Charlemagne from an insane computer. Agatha snaps him out of this flashback and he apologises. She then points out Charlemagne lived centuries ago. The Doctor tells her that he has a very good memory, before being told he missed an important clue. The Doctor then sarcastically asks if it's the bit of paper she nicked from the fireplace, explaining that he saw her. Agatha is surprised by the Doctor having noticed this, calling him a "crafty man", much to his amusement. Agatha produces the paper she removed earlier with the letters "a-i-d-e-n", preceded by one illegible letter. It obviously spells "maiden", although neither she nor the Doctor is able to divine its significance. They hope Donna will be able to bring them more clues. Meanwhile, Donna has come upon a locked door during her part of the investigation. She encounters Greeves, who informs her that Lady Eddison has kept the room shut for the last 40 years, after spending six months in it recovering from malaria following her return from India. With Donna pulling rank on him as an investigator from Scotland Yard, Greeves has no choice but to open the door for her. She then dismisses him. Inside the room, it is bare except for a few children's toys, making Donna wonder even more why it has been sealed. She then hears a buzzing from the window, commenting that the 1920s, unlike her own time, still had bees. When she pulls back the curtain, instead of a trapped and harmless bee there is a ridiculously giant wasp outside the window. The wasp breaks in and tries attacking her, as Donna backs up to the window. Donna begins yelling for the Doctor, who would know what to do against this thing. Using the magnifying glass, Donna burns the wasp with the sun's rays, allowing her to run outside just as the wasp impales its stinger in the door. The Doctor and Agatha arrive, asking what she was yelling for. Donna tells the Doctor that she encountered a giant wasp, piquing the Doctor's curiosity. Agatha dismisses the idea, thinking she was scared away by a normal, tiny insect. Donna defends herself with her usual gusto: "When I say 'giant', I don't mean 'big'; I mean flippin' enormous!", pointing to the giant stinger still embedded in the door. The Doctor opens the door to find that the wasp has "buzzed off". Agatha tries to touch the stinger, but the Doctor tells her not to do so. He takes out a vial and pencil to collect a sample. He tells them that there are plenty of alien insects, but none should be in this galactic vector. Agatha understands some of the Doctor's words, but now thinks he's insane. Donna asks the Doctor if the wasp was harmless without its stinger is gone. The Doctor tells her that because of its size, the wasp will be able to grow a new one. Agatha then tells him that there is no such thing as giant wasps. The Doctor tells her that she is right, but points out the question is why it's here. In the kitchen, Davenport is speculating about the murder with another of the servants while cooking dinner, wondering who would want to kill Professor Peach. The other servant, Mrs. Hart, speculates that it's what happens when a party is thrown by the rich and famous. Miss Chandrakala, who is there, dismisses the idea, telling them to get back to work. However, she then has an epiphany, realising exactly what Professor Peach had discovered in the library when he was murdered. Miss Chandrakala tells them that she must speak to Lady Eddison and rushes outside to find her. However, a figure watches from above and knocks over a stone gargoyle from the ledge. It lands on Miss Chandrakala with a loud thud. Hearing the thud and Miss Chandrakala's cry, the Doctor, Agatha, and Donna rush outside to find her slipping away. As she dies, Miss Chandrkala leaves them with a cryptic message: "The poor little child." Seeing the wasp hovering above the building, the Doctor, Donna and Agatha give chase. Donna notes how the roles are reversed this time (they're chasing the monster now). Agatha is still in denial about the wasp being real, thinking it's some kind of illusion done with mirrors. They find it coming in through a skylight. The Doctor tries reasoning with it, before they barely dodge an attack. Donna gets the wasp's attention and holds up the magnifying glass to threaten it with another shot of focused sunlight. It flies into the next hall as the Doctor yells for them to hurry, and not let it return to human form. Entering the hallway, the Doctor shouts, "There's nowhere to run. Show yourself!" All of the doors open and every suspect appears, looking confused, leading the Doctor to protest "That's just cheating!". Everyone gathers in the sitting room, where they pressure Agatha to solve the murders. However, she tells them that she is only a writer; the Doctor is their best chance at solving the case now. She retreats to the garden. Donna follows her to try to restore her confidence. Agatha sadly admits having found her husband with another (younger) woman. Donna compares that with her own trouble with men. She also suggests that someday Agatha's books may be turned into talking films, before realising her gaffe. Agatha, however, thinks that her books may fade out of interest over time, and she will be forgotten. She then notices a box nearby that has crushed some flowers. Donna points out that nobody else would have noticed that. They take the box to the Doctor, who is in the sitting room. The contents are full of a thief's tools, and they suspect that the Unicorn is one of the guests. Greeves arrives and gives them their drinks. Donna asks the Doctor what he found out about the venom from the stinger. Taking out the vial, the Doctor explains that the venom comes from a Vespiform, a race of aliens who have hives in the Silfrax Galaxy. However, the question remains as to why it's on Earth and acting like a character out of one of Agatha's books. Donna then asks Agatha what Miss Marple would do, pointing out the character's M.O. before again realising that she has given yet another idea to Agatha. Donna decides to have Agatha copyright Miss Marple to both of them. The Doctor then calls to Donna with a blank face, saying something is inhibiting his enzymes. He suddenly begins convulsing in pain; someone has poisoned his drink. Agatha smells the drink, deducing from the telltale scent of bitter almonds that the poison is cyanide. The Doctor rushes to the kitchen, frantically asking for ginger beer. Upon finding a bottle, he drinks some and then pours the rest on himself. Agatha tells him that as an expert in poisons, she knows cyanide is fatal. The Doctor points out that he (being a Time Lord and non-human) can stimulate the inhibited enzymes into reversal, thus curing himself. He next asks for protein, and is given walnuts. Then he mimes (very badly) a need for salt; when Donna tries to give him a bag of salt, he says pure salt is "too salty", so Agatha gives him a bottle of anchovies. Finally, he says he needs a big shock. Promptly, Donna kisses him. The Doctor exhales the poison in a cloud of smoke, saying he should detoxify more often. Agatha is flabbergasted, exclaiming, "Doctor, you are impossible! Who are you?" Thunder and lightning have arrived by nightfall. As they are all seated in the dining room, the Doctor points out that they are still having dinner even thought two people have died. Lady Eddison asks what he would want them to do; being British, they carry on. The Doctor then tells the guests that one of them has failed to poison him. Any one of them could have put cyanide in his drink. He then mentions it gave him an idea. When Golightly asks what it is, the Doctor responds, "Well, poison.", causing the guests to immediately cease eating. He tells everyone the soup has been laced with pepper. Colonel Hugh finds the extra spice delightful, but the Doctor explains that the active ingredient in pepper is piperine, traditionally used as an insecticide. At that moment, there is a flash of lightning and a thunderclap. A sudden gust of wind blows open the windows, and the candles go out. The Doctor asks the startled group to listen, and sure enough, the wasp's buzzing becomes audible again. Lady Eddison exclaims, "No, it can't be!" Agatha, meanwhile stands up and calls, "Show yourself, demon!" It does, above a painting, and the guests flee the dining room with Greeves pulling Donna to safety. The Doctor, Greeves, Donna and Agatha end up in the same room, just outside the dining room. The Doctor takes a sword from a nearby coat of arms and draws it. Donna half-jokes with Greeves beside her, "Well, we know the butler didn't do it." The Doctor asks in response, "Then who did?" Later, in the sitting room, the lightning and thunder continue outside. Agatha is trying her best to cope with what's happened, with the Doctor at her side. Donna enters, feeling sorry for Davenport; he can't mourn Roger, because of the social mores of the 1920s. Agatha then asks Donna if she inquired about the Firestone. According to Donna, it's a priceless jewel that Lady Eddison brought back from India 40 years ago. The Doctor then begins wondering why the Vespiform hasn't used its abilities to kill them all already; instead its been playing this game. Agatha tells the Doctor to stop as she knows the murderer is as human as them. The Doctor then realises that Agatha is right. He tells her that he's been so caught up in figuring out this giant wasp, that he's forgotten that she's the expert. Agatha again refuses to believe her work is any good, dismissing herself as "just a purveyor of nonsense". The Doctor tells her that the reason her books are so good is because she knows the human mind well. If anyone can solve the case, it is Agatha. With her confidence restored, Agatha, the Doctor and Donna call the remaining four suspects together in the sitting room. The Doctor introduces Agatha, inviting her to begin. He takes a seat beside Donna. Between the two of them — the Doctor with his head rested on his hand and Donna munching a tray of grapes like one might eat popcorn — they both look ready for something big to unfold. Agatha starts with Robina and quickly exposes her as an impostor due to her terminology, saying "toilet" instead of the upper-class "loo". They found the thief tool box below her bathroom window. Agatha concludes Robina must have thrown them out when she heard Donna was searching the rooms. "Robina" is the Unicorn! Losing her fake posh accent for an East-End one, the Unicorn reveals she stole and still has the Firestone, handing it over to the Doctor. She tells them that although she may be a thief, she's no killer. Agatha then turns her attention to the Colonel. He confesses that he does not actually need his wheelchair. He faked a disability in order to keep Lady Eddison at his side, fearing she would fall in love with another man, to which she is quite touched. When asked how Agatha figured out the truth, she tells him that she didn't. Much to his embarrassment, she was simply going to say he was innocent. Agatha picks up the Firestone and says that it has quite the history — and is far more than the Unicorn's prize. She turns to Lady Eddison, who quickly pleads her innocence. Agatha asks Lady Eddison to tell them the story of bringing the jewel back from India, then suffering from malaria and keeping herself confined in her room for six months. Then, ignoring her pleas to stop, Agatha concludes that Lady Eddison actually came back from India pregnant. She concealed it with the aid of Miss Chandrakala, her Indian maid and confidante who would eventually become her housekeeper. Colonel Curbishley asks his wife if it's true; she confesses it is, explaining she had no choice but to hide her pregnancy because of the scandal and shame it would bring to the family name. After all, "I'm British. I carry on."; Lady Eddison then drinks some liquor to calm her nerves. The Doctor then takes control from Agatha momentarily, as they are now in his territory; he states that it was no ordinary pregnancy Lady Eddison experienced. The one thing about the dining room murder that has left him puzzled is her exclaiming "It can't be" at the sound of the Vespiform's buzzing; Lady Eddison tells the Doctor that he would never believe her if she told him. However, Agatha encourages Lady Eddison by explaining that the Doctor has opened her own mind into believing in the many possibilities the universe can hold. Lady Eddison explains. In 1885, she was alone one night in Delhi, when she saw a purple shooting star land nearby. The next day, she met a young man named Christopher, with whom she quickly fell in love and had an affair. Christopher revealed that he was a Vespiform who took human form to study Earth, but Lady Eddison loved him so much, she didn't care. Soon after, during the great monsoon when the Jamuna River broke its banks, he drowned. However, he left her both the Firestone and pregnant. Out of shame of the scandal that her out-of-wedlock baby would bring, Lady Eddison sadly gave up the child for adoption. Donna then realises that "maiden" on the paper meant "maiden name", which Agatha verifies as the reason Professor Peach was killed. He had found out who the child was and who his parents were, by discovering the birth certificate. Agatha then tells Lady Eddison that Miss Chandrakala had (correctly) feared that Professor Peach had found out the truth. She was coming to warn her. Just as Lady Eddison is about to break down, Agatha says that she is innocent of murder. She turns it back over to the Doctor. He pops up as Agatha sits back down and starts, "Thank you! At this point, when we consider the lies and the secrets that are key to these events." Firstly, the Doctor points at a confused Donna. However, he simply says that she was right — the vital clue was that everything in this story has been acted out like a murder mystery. He next points at Agatha. Donna wonders if Agatha was involved, as Agatha is taken aback. The Doctor dismisses the idea quickly, saying that she simply wrote those brilliant, clever books. The Doctor then points at Lady Eddison, who is such an admirer of Agatha's works, and asks what she was doing the previous Thursday night. It turns out that Lady Eddison was reading her favourite Agatha Christie book (The Murder of Roger Ackroyd). She asks how it is relevant. The Doctor then points out that the church robbery which Golightly foiled also happened on Thursday night. He goes on to point out how unlikely it would have been for Golightly to defeat two strong, younger men. It has also been forty years since Lady Eddison gave birth and Golightly is 40 years old. Lady Eddison is stunned as the Doctor proclaims, "Your child has come home." He recalls Golightly's earlier statement that he was taught by the Christian Fathers, meaning that he was raised in an orphanage. The Doctor postulates that the night of the robbery, Golightly became deeply angry for the first time in his life. The genetic lock keeping him in human form was broken, and his alien biology was awakened. He transformed, frightening the thieves into submission. The Doctor then takes the Firestone and holds it up, revealing that it is actually a Vespiform telepathic recorder. It is part of Golightly's brain and his very essence. When Golightly transformed for the first time, the Firestone also activated and beamed his full identity directly into his mind. Because Lady Eddison was both wearing the Firestone and reading a book by Agatha at the time, his template for how the world should work was distorted - to him, it was an Agatha Christie murder mystery. After all the false starts, Donna wonders if Golightly is definitely the murderer; the Doctor confirms it. Slightly miffed, Golightly says the evening has been entertaining and asks Lady Eddison if she believes what she's heard - but buzzes on saying her name. He does it again when the Doctor asks him to repeat what he just said, before warning the Doctor not to make him angry. Golightly sneers at the others, saying that humans worship tribal "sky gods" while he is so much more. After the upload of information from the Firestone, he wanted to take what was his, inheriting the Eddison title. Blinded by rage, Golightly focuses on Agatha Christie, asking why he shouldn't just kill everyone, as a pink light surrounds him. Completely losing his temper, Golightly transforms into his wasp form. A frantic Lady Eddison reaches out as if to hug him, but is held back by the others as they retreat into a corner. At this Agatha snatches the Firestone, screaming, "No! No more murder! If my imagination made you kill, then my imagination will find a way to stop you, foul creature!" As she runs out of the room with Lady Eddison still screaming hysterically, Golightly pursues her and the Firestone, with the Doctor and Donna following them. Agatha takes a car and drives away, yelling for Golightly to chase her, which he does. The Doctor and Donna follow the two of them in the late Professor Peach's car. The Doctor ominously warns that "time is in flux" - history may change, and it may be that tonight could be the night that Agatha Christie loses her life! Agatha leads the creature to the Silent Pool lake. Stopping, she gets out and calls Golightly to her. As they arrive and hurry to her side, Donna realises that Agatha is controlling Golightly. The Doctor notes that Agatha is linked to his mind because his mind is based on her thought processes; Agatha replies that if she dies, then it might die with her. The Doctor tries to persuade Golightly that he was not meant to be a killer, and has the wrong template in his mind. Donna seizes the opportunity to snatch the Firestone from Agatha's grasp and hurl it into the water. Golightly shoots over their heads, splashes into the lake and is drowned, as his father had been in the Indian monsoons forty years before. A purplish light emanates from the spot where the Firestone and Golightly sank. Agatha gives a poetic speech as the purple light fades in the water — "Death comes as the end and justice is served." The Doctor decides to call this adventure "Murder at the Vicar's Rage"; at a look from Donna, he admits that the title needs some work. Agatha tells the Doctor there is just one more mystery left: who is he? However, she then cries out in pain and collapses. As the Doctor catches her, he realises that the two are still linked. If the Vespiform dies, so does Agatha. However, Golightly cuts the link right before he dies. Agatha is bathed in the purple light for a few moments before she merely exhales deeply and faints. The Doctor remarks that it let her go. At the end, it chose to save her life. Donna then wonders what will happen now as the Doctor finally figures out how Agatha lost her memory. It was caused by the psychic trauma of the link between her and Golightly being severed so violently. Donna is sad that this means she'll forget meeting them. The Doctor says that they've solved their mystery and can now let — or help — history take its course. Keeping with the established timeline, the Doctor leaves Agatha's car by the lakeside, takes Agatha in the TARDIS and drops her off at the Harrogate Hotel ten days later. As they watch a confused Agatha wander over to the hotel, Donna wonders about Lady Eddison, the Colonel and the servants, asking if they would tell anyone about what happened. The Doctor reminds her that they are far too "British" to tell such a shameful story, and that the Unicorn would have escaped back to London. Donna then wonders what will become of Agatha; the Doctor explains that she will get married again, see the world and keep writing. Donna sadly tells the Doctor that Agatha never thought her work was any good as they board the TARDIS. In the TARDIS, the Doctor tells Donna that he thinks Agatha never quite forgot what happened as he pulls open a hatch below the TARDIS floor. He pulls out a chest, where he stores souvenirs under the letter "C". Amongst the various knick-knacks he tosses out of it (including the globe imprisoning the Carrionites and the chest emblem from a Cyberman), the Doctor produces Death in the Clouds, an Agatha Christie novel which features a gigantic wasp on the cover. Donna is shocked. The Doctor points out that as she had such a great mind that some of the details bled through — stuff her imagination could use, such as the character of Miss Marple and the basic plot for Murder on the Orient Express. However, the Doctor then has Donna look at the copyright page in front, which shows that the book is a reprint from the year five billion. Agatha Christie is quite literally the most popular writer of all time. Donna then reminds the Doctor that Agatha never thought her work was good, but the Doctor responds, "Well, no one knows how they're going to be remembered. All we can do is hope for the best. Maybe that's what kept her writing. Same thing keeps me travelling. Onwards?" He asks Donna with a smile. "Onwards," she says, returning the smile. He pulls a lever on the console and they set off. A little girl is in a session with her psychologist, Doctor Moon. She says she has a library, a whole world, which she sees whenever she closes her eyes. It is a peaceful place, entirely empty of human life. Suddenly, the world she sees is interrupted by loud pounding on a locked door. As the door bursts open, two mysterious strangers rush in -- the Tenth Doctor and Donna Noble. In the TARDIS, the Doctor and Donna arrive in the 51st century on a planet-sized book repository called simply "the Library". It is an entire world, holding every book ever written, and powered by the most powerful computer ever. Shortly after arriving, they realise however that the Library is completely empty. The Library's computers confirms that they are the only humanoid life on present, but it then claims there are over "a million million lifeforms" in the Library. Donna asks why they really came here, and the Doctor admits that he earlier received a message for help on his psychic paper. He doesn't know who it's from, but Donna observes that it was signed with a kiss. Nearby, a statue with a strangely realistic human face, called a Node, warns them to count the shadows. Donna is shocked to find that the faces are selected by the Nodes from those which have been "donated" by the deceased. Just then, the lights begin to go out around them. Wary of the warning regarding shadows, they race through the Library aisles until they reach a well lit room. The doors are locked, but Donna kicks them open. There they see a spherical security camera hovering in the air. In her living room, the little girl opens her eyes at the same moment the camera shuts itself down. The Doctor scans the camera with his sonic screwdriver. The girl screams, terrified by the sound of the sonic screwdriver inside her head. The camera sends the Doctor a message that begs him to stop the noise, which he does. The camera and the girl both warn that "others" are coming; the Library has "been breached". The door opens, and a team of explorers in spacesuits enter. The leader walks up to the Doctor and greets him, "Hello, sweetie." She tells the others they can take off their helmets, and the Doctor begs them all to leave immediately. Another member of the group complains that there shouldn't be anyone else there, he had paid for exclusive rights to the expedition. On hearing the word "expedition", the Doctor questions whether they're archaeologists and says that, as a time traveller, he points and laughs at archaeologists. The leader then introduces herself as Professor River Song, archaeologist. She acts very familiar with the Doctor, but he does not know her. Professor Song explains that her team are there with Mr Strackman Lux, whose family built the Library, to learn why it has been sealed for the last hundred years. The Doctor quickly organises the team to make sure the area is well lit. He says the shadows are occupied by the Vashta Nerada, microscopic, carnivorous creatures which use shadows to hunt and latch onto their prey. The team work to find a way out of the Library. River Song calls the Doctor over in private, where she merrily opens a diary with a cover that looks like the Doctor's TARDIS. It seems to be about his life. She tries to find out in which part of the Doctor's life she's in, but realises he is so young he does not know her. From his perspective, this is the first time they have met. She, on the other hand, seems to know him well. One of the team activates one of the computer systems, and causes a steadily repeated sound exactly like a ringing phone. At the same moment, the girl hears the phone in her house ringing, although her father doesn't. She hesitates to answer and the phone stops ringing. The Doctor hacks into the computer. The young girl then sees the Doctor and the team on her television, replacing the cartoon she was watching. A disturbance occurs and the Doctor loses the image of the girl. As he hacks into the computer, he sees River Song's diary and moves to pick it up. River Song stops him, saying it's against the rules - his rules. The girl fiddles with the television's remote. Books fly into the air from the shelves in the Library. Donna calms Mr Lux's assistant, Miss Evangelista. The word "CAL" appears at times on the Library screens. The Doctor asks Mr Lux about it. Mr Lux refuses to help, claiming that he is protecting his family's pride. The Doctor berates him and tells him that the team is in grave danger. Miss Evangelista sees a secret door when the girl pushed a random button from the remote. She tries to tell the others, but they don't listen. She wanders off and is quickly killed by the Vashta Nerada. The team find Miss Evangelista's skeleton. The communication device worn by the exploration team allows for a glitch called "Data Ghosting"; a copy of a person's consciousness can be temporarily held in it for a short time after death, allowing them to communicate briefly with the living. Miss Evangelista speaks briefly to the "nice woman", Donna, just before her consciousness is lost. As the team listens on sadly, her last words, "ice cream", are repeated. Dr Moon, the child's psychologist, asks to speak to her alone before he leaves. He asks if she knows the difference between dreams and reality. She says that of course she does. He tells her that her reality is an illusion; her nightmares are the true reality, and only she can save all the people trapped in the Library. The Doctor proves the Vashta Nerada's existence by throwing a chicken leg from River Song's lunchbox into the "shadow". The chicken leg is eaten to the bone instantly. The Doctor explains that the Vashta Nerada exist on many planets, including Earth. Donna objects, pointing out that if they existed on Earth people would know, only for the Doctor to reveal that while they usually live on roadkill some people will go missing without a trace. Not everyone comes back out of the dark. When he mentions Donna's name, River Song recognises it. Her reaction seems to be a mixture of shock and sadness. Donna asks where she is in this future when River knows the Doctor. River goes silent. The team's investigation is interrupted when the pilot, "Proper Dave" — in contrast with the other "Dave" — acquires an extra shadow. The Vashta Nerada have attached themselves to him. The Doctor orders everyone's helmet on, as it might slow down the Vashta Nerada a bit. He also finds that River Song possesses a more advanced version of his sonic screwdriver, which she claims was a gift from him. As Donna does not have a spacesuit for protection, the Doctor teleports her back to the TARDIS. He cannot send the others, because the TARDIS wouldn't recognise them. Over Donna's objection, he stays behind to lead the rest of the team to safety. However something goes wrong during the transport, likely due to the library's run down systems, and Donna's signal is lost. Meanwhile, the Doctor attempts to save proper Dave, but Dave is quickly eaten away. As proper Dave's data ghost echoes his last thoughts ("Hey, who turned out the lights?"), the organisms take control of his suit and approach the rest of the group. River uses a sonic blaster to make a hole in the wall, and they race away from the possessed suit. They run down a dead-end hallway as the suit approaches. The Doctor tells River that he has five hours to get back to the TARDIS before Emergency Program One activates to take Donna home, but then realises that Donna never made it and the console hasn't signalled him about the security breach. As a nearby Node turns around, he is horrified to find it with Donna's face on it. It states that Donna has left the Library and has been "saved". River Song uses her sonic blaster to create a hole in the wall. The Tenth Doctor and the others escape the Vashta Nerada-possessed Proper Dave down a corridor. These events are watched on television by the girl. She switches channels to one showing Donna being taken out of the ambulance on a stretcher. Donna wakes up in a facility being treated by Doctor Moon. When she tries to remember reality, Doctor Moon quietly tells her that she has been in this facility being treated by him for years. She accepts the reality he presents to her. The way time progresses in her virtual world seems to be led by her thoughts; Doctor Moon suggests she walks by the river and she suddenly appears at the river. She occasionally finds this odd, but is reassured by Doctor Moon. He introduces her to another resident named Lee, who has a stammer. Before she knows it, she is married to her ideal man, and they have two children. She is contacted by a hooded figure, who tells her the world is not real. They arrange to meet in a playground. The figure reveals herself to be Miss Evangelista, whose consciousness was copied when she was killed. In this reality however, she has become much more intelligent. She again warns Donna that the world is not real. Donna is stubborn and sceptical, but to her horror she sees that all the children in the playground -- including hers -- are identical. This revelation drives the little girl into hysterics, making her father and Doctor Moon disappear with her TV remote. The Library starts to enter a meltdown, and is set to explode. Meanwhile, the others in the Library have been on the run from the Vashta Nerada. The Doctor and River Song argue. He isn't sure he can trust her, but she assures him that someday she'll be someone he trusts completely. She says she can prove it and whispers something in his ear. He is stunned, and when she asks him if they're OK now, he nods in response, seeming to now trust that she's telling the truth. Unfortunately, Anita now has two shadows. She remains brave in the face of her impending death, as the Doctor darkens her visor in the hopes that it might trick the Vashta Nerada into thinking they have already infiltrated it. They then realise that "Proper Dave" has caught up with them again, and they flee. The Doctor stops to try to reason with the Vashta Nerada. River tells Other Dave to stay behind to help the Doctor, who teaches the Vashta Nerada to use the suit's communicator to speak to him. In doing so, he learns that they came as micro-spores in millions and millions of books, and then hatched. Other Dave, in the meantime, has also been killed by the Vashta Nerada, leaving the Doctor trapped between the two Daves. He escapes through a trap door hatch, and sets off after the other three. Elswhere, River Song is telling Anita about the Doctor she knows. She has seen whole armies turn and run away from him in the future, and he can open the TARDIS by snapping his fingers. The Doctor arrives, and says that is impossible. As he returns his attention to the present, Anita asks him what River whispered in his ear earlier. She reminds him that she's about to die, and so his secret is "safe" with her. This prompts him to finally realise the significance of the oddly-worded "4022 saved" message. He figures out that the Library's computer hard drive -- CAL -- literally "saved" all of the four thousand twenty-two people in the Library to its hard drive a hundred years ago, and has done the same with Donna. The team travel to the core of the planet to the computer. The little girl is in fact the hard drive. She was Strackman Lux's grandfather's youngest daughter, Charlotte Abigail Lux (aka "CAL"). She was dying of an incurable disease, so he made an imaginary world for her to live in and and every book ever written for her to enjoy. He also gave her a "Doctor Moon" to watch over her, but the stress of having so many minds integrated into her own is causing her to overload. She has initiated the self-destruct and is about to destroy the planet. The Doctor realises that to restore the "saved" people, the Library needs extra memory. This can be achieved by linking himself to the core. River Song says that this will burn through both his hearts, and kill him without a chance of even being able to regenerate. He sends River and Lux upstairs to prepare for the restoration. As she exits, River tells Anita to watch him. Anita asks the Doctor what he intends to do about the Vashta Nerada. He states he intends to materialise the people, get them off the planet, and then leave the world to the Vashta Nerada. When asked if he thinks the Vashta Nerada will take his offer, he reveals Anita has already been consumed by them. When they, using Anita's suit, threaten to consume him and everyone else, he reminds them he is the Doctor. They are in the biggest library in the universe, and he tells them to look him up. They pause after a moment of consideration, and then agree: they will give him one day to evacuate everyone. They then abandon the suit and withdraw. River returns to find Anita dead, then knocks the Doctor unconscious. He wakes up, finding himself handcuffed to the wall. River has hooked her own mind up to the computer, planning to carry out the plan in his place. He tries desperately to persuade River to let him do this. He remind her that she whispered his real name into his ear, which he could only tell someone for one reason. She refuses, and sadly notes that during all the time they shared and will share together, he always knew this is where and when she dies. While he insists that the future can be changed, she tells him not to change one moment of what happens between them even though it leads to this and he will see her again. She links in when the countdown reaches zero and dies, as the Doctor looks on. Donna and the other saved people return in the library, and begin to be evacuated. Donna cannot find Lee, and she and the Doctor conclude that perhaps he never really existed at all. The real Lee sees Donna as he steps onto a teleport, but his stammer prevents him from calling out to her before he is teleported away. The Doctor and Donna briefly muse over River Song's diary, as it contains details of her life and their future. Ultimately, they decide not to look in it, and leave it behind on a shelf along with the sonic screwdriver his future self gave her. Suddenly, the Doctor comes running back. He realises that since he knew River's fate all along, his future self would have had years to think of a way to save her. He knows that he wouldn't just give her a sonic screwdriver without a good reason. Opening it, he finds that it contains a hidden neural relay. As with the data ghosts, her consciousness has been saved there. However, it is fading. The Doctor takes River for "one last run", as he sprints back to the core. He uploads River's data ghost into the Library's computer, as the face of Charlotte looks on and smiles. River appears in a virtual reality created by Charlotte and is reunited with all of her team members for all eternity. The Doctor also fixes the data core so that Charlotte is no longer unstable and it's a good place for them to live. In the real world, the Doctor returns to the TARDIS. Standing before it and concentrating, he tries opening the TARDIS doors with a snap of his fingers and is able to do so. He goes inside to join Donna, and turns to look back outside with her. As he snaps his fingers to close the door of the TARDIS, River closes the blue TARDIS-shaped diary. River is sitting in the kids' bedroom of Donna's house in the virtual realm, and has been telling the story of the Doctor to Donna's two children, and Charlotte, who has moved to live with them, concluding that on very special days when "the Doctor comes to call, everybody lives." Charlotte has a real family now, human consciousnesses to keep her company in her "Dream". Smiling, River turns out the lights, saying "Sweet dreams everyone." The Tenth Doctor and Donna spend some leisure time on the crystalline planet Midnight, whose crust is composed of diamonds. Though stunning and visually unique, the planet is also dangerous. The sun it orbits emits phenomenally lethal X-tonic radiation and there is no atmosphere; exposure to the surface for even a split second would result in the unfortunate person being instantly vaporised. Donna receives a call from the Doctor, who wants her to go on a trip to see the Sapphire Waterfall, but she insists that she'd prefer relaxing at the spa and sunbathing. However, the Doctor warns her to be careful because of the X-tonic radiation. Paying him no mind, since the glass she's under is fifteen feet thick, Donna agrees to try out the anti-gravity restaurant (with bibs) once he gets back. Despite her warning him to be careful, the Doctor jinxes himself: "Taking a bus full of strangers across a diamond planet called 'Midnight', what could possibly go wrong?" He boards a shuttle bus ride to the Sapphire Waterfall. Other passengers include the Cane family (Val, Biff, and their bored teenage son Jethro); Professor Hobbes, who is investigating the waterfall; his assistant Dee Dee Blasco; and recently-divorced businesswoman Sky Silvestry. Before they take off, the driver informs them they are taking a different route to the Waterfall Palace because of a diamond fall on the regular path. For the long journey to their destination, the hostess activates the prerendered entertainment for passengers, consisting of several annoying television programs. Most of the passengers find the entertainment to be rather irritating, rather than pleasing. The Doctor discreetly disables them with his sonic screwdriver; most of them are thankful for the small mercy that they've been granted. This forces the passengers to talk and get to know each other better. The Doctor has an amusing conversation with Biff and Val. Later, during the passengers' meal time, the Doctor talks with Sky about travelling, remarking that he "had a friend who went to a different universe" (Romana in E-Space or Rose in Pete's World.) After the meal, the Doctor talks with Dee Dee about the lost moon of Poosh over coffee in the back; Dee Dee wrote about it and was selected as by Hobbes as his assistant. However, Dee Dee admits Hobbes uses her as a errand girl, rather than a proper assistant. Smiling, the Doctor asks whether or not the lost moon was found. Laughing, Dee Dee tells him no; the Doctor suggests that finding the moon might be her great discovery some day. They toast glasses. Later, Prof. Hobbes, who has been studying Midnight, presents a slide-show about it; he considers himself an expert because no one has ever researched it before, and that essentially nothing is known about Midnight. X-tonic radiation would vaporise any known form of life in seconds, so Midnight has been totally undisturbed for millennia. Hobbes notes even the Leisure Palace was prefabricated and dropped in from orbit. Jethro points out, to the disapproval of his parents, no one can really know anything about the planet, or whether or not life resides there. Hobbes agrees with him; no one has ever really set foot on Midnight, and no one has any real idea what is on or underneath the surface. Anything could be out there. Suddenly the shuttle stops, everyone guesses that they must be there. However, Professor Hobbes tells them that he's been on the trip twelve times; they never stop and it's too early for them to have arrived. Curious, the Doctor uses his psychic paper to pose as someone from the Leisure Palace insurance company. He talks to driver Joe and mechanic Claude, learning that there is nothing wrong with Crusader 50's systems; however, they are stopped. He convinces them to open the shutter to look outside as the landscape is beautiful. Mountains and cliffs and ridges, composed entirely of diamonds and sparkling in the white-blue X-tonic sun. Joe informs the Doctor that the path they're on is new and never been traversed; they're the first ever to roam this part of Midnight. Suddenly, the mechanic points out at the landscape, having apparently seen movement. He dismisses it, but the Doctor seizes on it eagerly. Before Claude can elaborate, the X-tonic starts to overwhelm the cockpit's finitoglass windscreen and Joe closes the shutter. Right before it closes, Claude sees the movement again; a shadow running towards the bus. Joe tells the doctor that a rescue vehicle is on the way, and to keep quiet about things. The Doctor returns to the cabin, where the Hostess pushes past him to talk to the duo. Mrs. Silvestry asks him what's going on, prompting everyone to talk over themselves to ask him question. This leads them to start wondering about the amount of oxygen they have. However, the Doctor calls for silence and prompts Dee Dee, an expert on vehicles as her father is a mechanic, to explain; the air is recycled, so they can breathe for years inside the bus without any worry. A few moments later, something begins knocking on the hull. Again, everyone panics, but the Doctor temporarily pacifies them as he listens to the knocks with his stethoscope. The knocking moves around the bus towards both doors, even testing one to see if it can open it. Biff knocks thrice on the door to prove the ship is sturdy; the knocks repeats his pattern. Everyone freaks out as the Doctor knocks four times on the hull to confirm if there is something outside despite Hobbes' attempts to make everyone believe nothing can be outside. However, everyone ignores him since they do not believe him and the knocking debunks that. The knocking moves around the shuttle, making its way towards Sky, who has become hysterical, remembering a past threat her partner made to her during the divorce. The knocking stops as a dent appears in the door Sky is next to. The lights fail and the shuttle is violently rocked. When the lights are restored, there is a working screen behind the Doctor, who turns away when he sees a singer on it, but it quickly turns to a muted video of Rose, who is shouting, "Doctor!" No one notices. The hostess distributes torches and everyone looks around to see if any are injured. Jethro notices the seats near Sky have been ripped off the floor and she is cowering in the corner. The hostess fails to contact the crew in the cabin, realises the main generator is down and opens the door to the driver cabin. Only X-tonic light can be seen, forcing her to close the door. The Doctor opens up a systems panel with his sonic screwdriver to examine it for any faults, but behind the face plate are several cut wires; the driver's cabin has been ripped away, vaporising driver Joe and mechanic Claude. Jethro calls everyone's attention back to the cowering Sky, who hasn't moved a muscle; the Doctor kneels next to her and tries conversing with her. Sky initially remains motionless, but is coaxed into turning around by the Doctor. Attempts to get her to speak cause her to start repeating what everyone else says. Deciding to test how well Sky can copy them, the Doctor says the square root of pi, becoming amazed she repeats every number without fail even when they were talking over each other. The Doctor speculates about what is happening and what will happen to Sky, believing the entity that was knocking on the hull has taken over her consciousness. The back up generator comes on and the Professor tries to have everyone calm down and be rational. However, Jethro and the Doctor notice that Sky is speaking simultaneously with Hobbes, and everyone else for that matter. The Doctor decides to test Sky by saying random terms, nonsense words and reciting the alphabet and abruptly stopping, with Sky perfectly copying him in perfect sync. The passengers contemplate throwing Sky outside, horrifying the Doctor, who thinks that the entity might be trying to learn. He tries to calm everyone down, however his attempt to take charge backfires as the passengers become suspicious of him, especially when he proves unwilling to reveal his real name or origin and admits to feeling a thrill from the situation. The passengers contemplate throwing him out too, if he gets in the way of them trying to save themselves. However, as the Doctor protests that they will need him to survive if the entity turns out to be malevolent, Sky stops repeating everyone and focuses solely on the Doctor. To try reasoning with the consciousness in Sky, the Doctor attempts to offer it help with finding a voice of its own without stealing his. However, when the Doctor asks the entity if it can agree with him, he has spoken after Sky. The Doctor is now repeating Sky's words, motionless and clearly strained as if fighting something. Most reason that it's the Doctor that is possessed now, as Sky can move again. However, the hostess and Dee Dee think this is just the next step: stealing the voice of another as the Doctor had predicted. The other passengers refuse to listen (with Hobbes furiously telling Dee Dee that he considers her to be "average at best") to reason and decide to throw the Doctor out the nearest door, all the while being goaded on by Sky, who is strangely happy despite the madness going on. The Doctor shows minimal signs of resistance to being pulled towards a door by Biff and a reluctant Hobbes as Sky describes how the entity is insidious and gets inside the humans' heads. However, the hostess realises that Sky is not talking in her own voice; she uses two phrases the Doctor had used earlier (Molto bene and Allons-y). The entity in Sky has stolen the Doctor's voice. "Sky" notices the hostess is not fooled by her performance and is fearful. To save the Doctor, the hostess sacrifices herself to drag the entity out of the bus and out into the X-tonic sunlight, vaporising them both. The Doctor slowly recovers from his paralysis; Val tries defending herself by saying she knew it was Sky. He simply glares at her. The passengers wait for the rescue vehicle in a haunted silence. When the rescue bus finally comes for them, the Doctor asks "The hostess; what was her name?". To their great shame and remorse, the passengers realize that they never asked the name of the woman who just saved them all. Back at the spa, the Doctor mournfully reunites with Donna. The two later discuss what happened with the Doctor still clueless over the origin of the creature, if it survived or how many more there may be. Either way, he intends to inform the Leisure Palace Company and have them leave Midnight behind, silently orbiting the X-tonic star once again. Donna can't fathom what the Doctor would be like without a voice. The Doctor tells her, "Molto bene", with a smile. Donna copies him. Disturbed, the Doctor tells Donna not to do that, then looks away, clearly still haunted. The Tenth Doctor and Donna are in a busting market place on an alien world, mixing with the locals. Donna wanders away from the Doctor to explore as he chats away with a merchant. A mysterious fortune teller asks if she wants her future told, but Donna declines. The fortune teller then says the reading is free for those with red hair. Donna smiles and relents. As the fortune teller asks about Donna's past, she sees there is a man in her life that changed everything. Donna tells the fortuneteller that she met the man on Christmas Eve, when she ended up on his spaceship on her wedding day. She was a temp at H.C. Clements on Earth. Donna experiences a flashback, but the fortune teller dismisses it. The teller asks Donna what event led to her meeting with the Doctor and Donna says it was six months before. At that time, Donna and her mother were in a car at a T-junction, arguing about her future. Sylvia tried to persuade Donna to turn right and ask businessman Jival Chowdry for a job; but Donna turned left to go to her planned temp job at H.C. Clements. After experiencing another flashback, Donna is now panicking, but the fortune teller asks her what would have happened if she turned right as something crawls onto Donna's back. Scared, Donna falls under the fortune teller's influence and, in the past, she gives in to her mother's nagging and turns right, altering the course of her life as well as the future of all existence. On Christmas Eve, Donna is at a Christmas party with the rest of the staff from her workplace. She has just been promoted to Jival Chowdry's personal assistant. Suddenly the Racnoss Webstar attacks London, and is destroyed by the army at a terrible cost. During the chaos, Alice stares at Donna's back, looking terrified. When Donna acts astonished that Alice's attention is focused on her despite the ongoing chaos, Alice, terrified, says that there is something on Donna's back. After this, Donna runs to the Webstar's general location. There she finds an ambulance. Near the ambulance and a group of UNIT vehicles, Donna overhears a UNIT officer talking into a radio about "the Doctor" who drowned beneath the Thames. As the Doctor's body is loaded into an ambulance, a hand falls out of the stretcher, dropping a sonic screwdriver. As Donna walks away, Rose Tyler comes running down the street and asks for information about the body that has just been loaded into the ambulance. She is stunned to hear that it was the Doctor, despite Donna's assurances that it could have been any doctor. Rose vanishes moments later. Donna has been fired from her job. Chowdry tries to tell her that he has to lay people off because half of his contracts are on the other side of the river. Even though it has been several months since the Racnoss attack, the Thames is still closed off. Meanwhile, the Royal Hope Hospital is mysteriously transported to the Moon. When it returns, there is only one survivor: medical student Oliver Morgenstern, who relates the terrible events involving "talking rhinos". Wilfred, Donna's grandfather, believes that the rhinos are aliens. Morgenstern tells reporters he only survived when fellow medical student Martha Jones gave him the last of her oxygen, and that Sarah Jane Smith had taken control of the situation and said she could stop the MRI. Sarah Jane's body was reported as being recovered from the hospital, while it is feared that Sarah Jane's son Luke and Luke's teenage friends Maria Jackson and Clyde Langer had also perished inside. As Donna digests the terrible news, Rose tells Donna that she should go to the country for Christmas. When Donna says that she can't afford it, Rose mentions the raffle ticket she bought at work; First prize, luxury weekend break. Donna looks confused and leaves. Donna takes the woman's advice, and treats her mum and grandfather to a Christmas holiday in the English countryside. On Christmas morning, they watch the telly in disbelief as a replica of the Titanic falls on Buckingham Palace. The three run outside and watch, horrified, as a mushroom cloud rises above London. As the housemaid comes in to bring the Nobles their breakfast, she then turns to Donna and repeatedly shouts "you've got something on your back" in Spanish. Now refugees since all of southern England has been flooded with radiation, the Nobles are forced to move to Leeds. France has closed its borders. They are allocated a house that is shared with two other families. In 2009, the United States pledges to help Britain with monetary relief but must abandon the plan when their own crisis strikes: sixty million Americans are turned into Adipose. Some time later, Donna finds soldiers firing at cars when the Sontarans activate the ATMOS devices, covering the Earth with a poisonous fog. A soldier notices something on Donna's back and holds her at gunpoint, but she is released when nothing is there. That night, Donna meets Rose for a third time. Rose explains that the Torchwood team, aboard the Sontaran ship, are trying to stop the catastrophe. Suddenly, the sky is cleared by an atmospheric converter. Gwen Cooper and Ianto Jones have given their lives to achieve this, and Captain Jack Harkness has been transported to the Sontaran homeworld. Rose refuses to tell Donna her name. She only says that she has "crossed reality", and tries to explain that Donna had saved the Doctor's life in an alternate timeline, though Donna insists that she had never met him. Rose warns Donna the coming "darkness" threatens every single universe. Donna tries to walk away, but Rose tells her that she will have to go with her when she is ready and that she has three weeks to decide. She warns Donna that when she comes with her, Donna will die. Then she disappears. Three weeks later, the genial Italian family in Donna's house is evicted as England is now "only for the English". Since the oceans are closed off, they must be taken to a "labour camp". "That's what they called them last time," Wilfred says horrified, "it's happening again!" Later at night, Donna and Wilf talk about recent events while looking through his telescope. He notices that the constellation of Orion has gone, though there are no clouds. As the stars disappear from the sky, Donna finds Rose, and tells her that she is ready. Rose takes Donna to a UNIT base and shows her the TARDIS — salvaged from beneath the River Thames — which is dying after the Doctor's death. Rose asks Donna if she wants to see the creature on her back. They step into a circle of mirrors and lights, with pieces of technology which seem to be scavenged from the TARDIS. Rose switches on a light which reveals what is on Donna's back: a "Time Beetle". Donna is horrified and begs Rose to get it off her. However, Rose explains that it "feeds off time by changing time" and that she thinks the beetle is in a state of flux, although when Donna asks what that means, Rose says she doesn't know, but that it's something the Doctor would say. She also says the beetle cannot be removed; when Donna becomes angry that Rose said she was special but Donna thinks it wasn't her, but the beetle, Rose says that actually they're getting separate readings from Donna that make it seem like reality is bending around her. Donna asks, "What can I do to get rid of it?" to which Rose replies, "You're gonna travel in time." They prepare Donna, and take her back to the circle of mirrors and technology, with cables running into the TARDIS. At first Donna thinks she is going to see the creature again and protests, but Rose informs her the mirrors are "incidental", and that they "bounce Chronon energy at the centre, which we control and decide the destination." Donna realises that this is the time machine they will be using. hen Donna asks, "How d'you know it's gonna work?" Rose replies "Hmm? Oh, yeah we don't. We're just guessing". Donna says "I'm ready, 'cuz I understand now, you said I was gonna die but, you mean, this whole world is gonna blink out of existence, but that's not dying, 'cuz a better world takes its place — the Doctor's world. And I'm still alive." Rose remains silent. "That's right, isn't it?" Donna tries to get confirmation of her belief, but Rose only replies sadly, "I'm sorry." Before Donna can learn what will happen, the Lodestone is activated, and she is sent back in time. Donna lands six months before meeting the Doctor on Monday the 25th, elated that the time travel worked, but quickly realises that she is on Sutton Court, a half a mile away from her past self, and has only got four minutes to prevent her past self from turning right on Little Sutton Street. She tries to run to herself, but knows that she will not make it in time. Donna understands what the woman meant about her death, and she sees a haulage truck coming along that has just passed by her past self. She steps in front of the truck, which screeches to a stop. Before Donna dies, Rose appears and whispers something into her ear to tell the Doctor. At the intersection, Donna's past self decides that instead of sitting in backed up traffic, she will turn left. As the original timeline reasserts itself, Donna regains consciousness in the fortune teller's stall on Shan Shen, as the Time Beetle on her back releases itself and dies. The baffled and terrified fortune teller flees, screaming, "You were so strong. What are you!? What will you be?!" The Doctor, who has been blissfully unaware of all that's happened, enters and an emotionally spent Donna collapses into his arms. When he asks why, she simply replies, "I don't know!" and proceeds to hug him again. Upon examining the beetle, the Doctor tells Donna that it is part of the Trickster's Brigade and that normally it affects one person and the universe compensates, but in Donna's case, it created a parallel universe. The Doctor muses on all of the coincidences surrounding Donna: the fact that she had two parallel worlds that formed around her (this one and the one in the Library) and that he's met her and her grandfather twice. "In the whole wide universe, I met you again," he notes. The Doctor concludes that they seem to be somehow linked. Donna tells the Doctor she is nothing special, but he counters saying that she's "brilliant". Hearing that triggers Donna's memories of the parallel world and she mentions Rose to the Doctor and her warning about the coming darkness. When Donna mentions Rose said something about parallel worlds and was blonde, the Doctor starts to realise who Donna saw. When asked if she remembered Rose's name, Donna said she was never told it, but she does remember the two words Rose whispered into her ear: "Bad Wolf". Terrified and now sure of who Donna met, the Doctor runs out into the market square to see the words "Bad Wolf" everywhere: on posters pasted onto the walls, on the ceremonial flags hanging over the market, even on the TARDIS itself. Inside the TARDIS, the control room is glowing red and the Cloister Bell is ringing. When Donna asks what's going on, the Doctor replies, looking horror stricken, "It's the end of the universe." Having seen the signs, the Tenth Doctor and Donna return to Earth to find everything in order. The Doctor asks a milkman what day it is — it is Saturday. Donna presses the Doctor for an explanation of Rose's unexpected reappearance, and the Doctor explains that if Rose can cross from her parallel world to Donna's parallel world, then the walls of reality are breaking down. Still, with Earth apparently safe for now, they return to the TARDIS. The TARDIS rumbles with an apparent earthquake. The Doctor and Donna rush to the doors and fling them open to find they are hanging in space. The Doctor checks the readings. They have not moved, the TARDIS is still in the same spot it landed in. As for the Earth, she's gone. Impossibly, the entire planet has been stolen — but by whom? At the UNIT New York Base, Dr Martha Jones regains consciousness after an earthquake to find UNIT in chaos and its personnel panicking. One horrified colleague tells Martha to look at the sky. In Torchwood Three, Captain Jack Harkness guesses that the Rift may have been responsible for the brief but violent earthquake that has just devastated the Hub. After making sure that the other members of Torchwood Three — Gwen Cooper and Ianto Jones — are all right, Jack heads outside to survey the damage. Presuming it to be a localised event, Ianto and Gwen look at the computers. Ianto realises that whatever the problem is, "It's a bit bigger than South Wales." At 13 Bannerman Road, Ealing, London, Sarah Jane Smith and her son Luke comment on the earthquake and wonder why it is now dark outside since it was only 8 a.m. when the quake struck. Sarah asks her alien supercomputer Mr Smith for an explanation. Mr Smith says that she should look outside because she will "find the visual evidence most conclusive". In Chiswick, London, Donna's mother Sylvia and grandfather Wilf are not sure what has caused the earthquake, but Wilf is positive it's aliens again. As they step outside their home, Sylvia looks at the sky in horror. On the street in London where the TARDIS had been parked, the milkman turns and sees Rose Tyler materialise in a flash of white light, carrying a large futuristic gun. She looks up. Alone of the Doctor's friends, she is not surprised. Arming her gun, she declares, "All right, now we're in trouble. And it's only just beginning." The familiar sky is gone. The sun is gone. The constellations have been replaced with strange new ones. Twenty-six new planets have appeared in the sky. Aboard the TARDIS, Donna demands to know if her family is dead. The Doctor does not know. He decides they need help, and he sets course for the Shadow Proclamation. At Sarah's house, Mr Smith picks up readings of a fleet of two hundred spaceships apparently headed towards Earth. At UNIT, American UNIT leader General Sanchez enters and tells all soldiers and staff that Geneva has declared a Code Red Emergency. Martha tells him that she has tried to phone the Doctor, but the signal is dead. The number calls anywhere in the universe, but the signal is being blocked by some unknown force. Sanchez notes that they will likely find out soon: the fleet is coming into orbit. Gwen calls her husband, Rhys, and tells him to stay indoors and call her mother. She then joins the others as they are reviewing the situation. The atmosphere is in place. They muse that whoever has done this wants the human race alive, which Ianto calls "a plus". Gwen notices something at the heart of the planets that gives a different reading. It is not a planet. Meanwhile, Rose is walking along the streets of London, which are in chaos with drunks, looters and hysterics. She threatens a pair of looters with her gun (who promptly scarper) and looks at a computer screen in the electronics shop they were robbing. It shows a readout of the alien ships. Torchwood has also detected the ships coming into orbit. Jack's phone then rings. It is Martha calling, and they confirm that neither of them has heard from the Doctor. They discuss UNIT's "Project Indigo", which is the reason for Martha Jones' presence in New York. Mr Smith tells Sarah that the ships have a message for the human race and puts it through. It consists of a single repeated word: "Exterminate". The message is heard on all frequencies, including UNIT, the speakers at Torchwood Three, and at Sarah Jane's attic. Jack and Sarah Jane react with horror as they realise the enemy is the Daleks. Jack says, "I'm sorry, we're dead", kissing Ianto and Gwen on the forehead. Sarah hugs Luke, crying, "You're so young." Rose hears the message and heads outside to see a massive Dalek spaceship flying over London, shooting at everything in its path. In space, thousands of other saucers descend upon the helpless Earth. At UNIT's New York City base, General Sanchez orders everyone to their battle stations and Geneva declares an Ultimate Code Red: put simply, Earth is at war. The room promptly shakes and Martha rushes to the window in time to see dozens of Dalek ships descend and wreak havoc and destruction upon Manhattan. Aboard a massive spaceship at the heart of the cluster of planets, the Daleks finalise their plans. The Supreme Dalek, a red Dalek with extra panels, declares that the Crucible will soon be complete and "We have waited long for this ultimate destiny. Now the Daleks are the masters of Earth!" The Daleks eagerly take up the chant. Far across the universe, on board the TARDIS and unaware of the unfolding destruction on Earth, the Doctor and Donna arrive at the Shadow Proclamation. They are greeted at gunpoint by its rhino-headed guards, the Judoon, but the Doctor convinces them they mean no harm and need help. A female member of the Proclamation tells the Doctor that the situation is worse than he suspects — not one but twenty-four planets have been stolen. Donna asks about Pyrovillia, but the Judoon captain tells her that Pyrovillia is a cold case; it disappeared over two thousand years ago. Donna asks about the Adipose Breeding Planet and the Doctor realises that planets are being snatched out of time as well as space. The Doctor heads over to the computer and shifts the display of the missing planets into 3D. He adds Adipose 3, Pyrovillia, and the lost moon of Poosh, which all vanished in the past. The model rearranges itself into a perfect balance, fitting together "like pieces of an engine". Recalling a distant memory, the Doctor says that someone tried to move the Earth once before. Back on Earth, the Daleks attack the Valiant, disabling its shields and forcing the crew to abandon ship. Jack, Gwen, and Ianto try to find a way to stop them, but their efforts are futile. Daleks are landing in Japan, the Air Force is put into retreat over Africa, and contact with the British Prime Minister's plane is lost. Back in Manhattan, the UNIT base is attacked by Daleks. Jack tells Martha to get out of there, but she does not listen. General Sanchez declares that Project Indigo has been activated. Back in the control room, personnel cowering behind desks are knocked backwards as Daleks blast their way into the room. UNIT soldiers fruitlessly but bravely open fire as administrative personnel attempt to flee, though some are exterminated in the process. Sanchez leads Martha and another UNIT soldier to the vault where Project Indigo is being kept. He orders Martha to put it on, and she straps a device onto her back. As Jack protests for Martha not to use it because it is too dangerous, General Sanchez orders Martha to do it. He hands her something called "the Osterhagen Key". Martha is horrified, understanding the purpose of the key. She at first refuses to take it, but General Sanchez orders her to do so for the sake of humanity. Martha activates Project Indigo as Jack rages. The General and another soldier begin firing as the Daleks break in, and Martha vanishes. Inside Torchwood, Jack tells Gwen and Ianto that Project Indigo is a teleport device reverse-engineered from the teleport pod salvaged from the Sontarans, but they have no coordinates or stabilisation. When Gwen asks where Martha is, an upset Jack says she has been "scattered into atoms. Martha is down." On board the Dalek station, the Supreme Dalek orders the Daleks to prepare landings and bring the humans to "the Crucible". He receives a call from the control room, asking about news. The Supreme Dalek declares, "Earth has been subjugated." The speaker is a sinister figure: the lower half of his body is Dalek, but his upper half is hidden in shadow. However, a blue light is visible on what seems to be his head. He is really asking for news of the Doctor. The Supreme Dalek gleefully replies, "No reports of the Time Lord. We are beyond the Doctor's reach!" The figure is fascinated by the Dalek's triumphant tone and warns him about his pride. Undeterred, the Supreme Dalek proclaims, "The Doctor cannot stop us!" The figure replies, "And yet, Dalek Caan is uneasy." A light switches on to show a Dalek with its shell opened to reveal the creature inside, its top half destroyed. The Supreme Dalek protests, "The abomination is insane!" The figure demands that the Dalek show respect; after all, without Dalek Caan, Earth could never be conquered. Also, everything Caan says comes true. Caan says, "He is coming. The three-fold man, he dances in the lonely places. oh, creator of us all. the Doctor is coming!" then bursts into insane laughter. Back at the Shadow Proclamation's space station, Donna is sitting on the stairs, waiting for the Doctor to work out what has happened. A member of the Shadow Architect's race comes over and gives Donna some water. She somehow knows that there had been something on Donna's back earlier, and tells her there is a loss still to come. The Doctor asks Donna if anything strange was happening on Earth. Donna reminds him about the bees disappearing. The Doctor realises that this is a clue. Donna tells him some people thought it was pollution or global warming, but the Doctor tells her that in fact the bees were returning home, to the planet Melissa Majoria: the Tandocca Scale. They realise that if they follow the trail, they can find the Earth. The Shadow Architect stops them, saying, "The planets were taken with hostile intent. We are declaring war, Doctor, right across the universe, and you will lead us into battle!" The Doctor looks stunned, then replies, "Right, 'course I will. I'll just go get you a key." He closes the door and the TARDIS dematerialises, to the Shadow Architect's fury. Back on Earth, the Daleks have enslaved London and are ordering all humans to leave their homes. Wilf and Sylvia watch. When a man and his family defy the Daleks and return to their home, the Daleks brutally incinerate the house, leaving no survivors. Wilf and Sylvia run onto the street and are confronted by a Dalek. Wilf grabs a paintball gun and shoots the Dalek in the eye, but the Dalek melts the paint away. The Dalek prepares to exterminate them, but then explodes. Behind its wreckage stands Rose, who has shot it with her gun. She asks if they are Donna's family, and when they reply yes, she tells them she needs them. Wilf reveals he has tried calling Donna, but there is no reply. The last time Donna had phoned them was when she was on Midnight. Sylvia thinks this is ridiculous, but Wilf tells her she cannot start denying things now. Upon discovering that they do not know how to reach Donna, Rose despairs; they had been her "last hope" to find the Doctor. Meanwhile, the TARDIS stops in the Medusa Cascade. The Doctor tells Donna he came here when he was just a kid (ninety years old) and that it is the centre of a rift in time and space. Donna asks about the twenty-seven planets. The Doctor tells her that they are nowhere. Donna asks what they are to do, but the Doctor does not reply. He now has no options and no clue what to do next. On Earth, Torchwood and Bannerman Road listen as the United Nations officially declares Earth's surrender. Sarah and Captain Jack have given up: Earth has no hope but to wait and pray that the Daleks bring the end quickly. At the Nobles' house, the laptop suddenly switches itself on and a voice comes through. Sarah and the people at Torchwood hear it, too. Jack believes it is just another suffering person crying for help amongst millions of others. He tells Gwen to leave it, but the woman speaking shames him and demands that he stand to attention. She identifies herself as Harriet Jones, former prime minister. Harriet also makes contact with Sarah and decides they should be able to talk to each other. There are four contacts: Harriet, Sarah Jane, and the Torchwood team, but the fourth contact is having trouble getting through. Rose assumes she is the fourth contact however the Nobles' lack webcam (Sylvia having forbidden them, believing webcams to be "naughty"). To Rose's surprise and dismay, Martha appears on screen as the fourth contact instead. Feeling left out, Rose protests, "Who's she?", but no one in the network can hear her. Martha reveals that Project Indigo had brought her home to her mother, possibly tapping into her mind to determine where she really wanted to go. Harriet introduces Torchwood to Sarah. Jack states that he has been following Sarah's work, telling her, "Nice job with the Slitheen." Sarah tartly replies that she has been staying away from Torchwood — "Too many guns." Far from offended, Jack suggestively tells her that she is "looking good". Harriet is unimpressed by Jack's incorrigible flirting, though Sarah is quite flattered, and explains that they are communicating through a subwave network — a sentient computer programme obtained from the Mr Copper Foundation to contact anyone and everyone who can contact the Doctor. Jack tells everyone that what they need at the moment is something to fight the Daleks with and asks Martha what the Osterhagen Key does. Harriet abruptly interrupts telling Jack that the Osterhagen Key is not an option and isn't to be used under any circumstances and what they need is the Doctor. Sarah wonders why Harriet is doing this, given that the Doctor deposed her. Harriet admits that she has often wondered whether or not her decision was wrong. Regardless, she asserts, "I stand by my actions to this day because I knew that one day, the Earth would be in danger, and the Doctor would fail to appear." Martha explains that she has tried to phone the Doctor, but the signal cannot get through. Jack realises they can transmit to the Doctor using "all the power of the Rift". Luke points out that Mr Smith can tap into the global telecommunications network, forcing every phone across the globe to call the same number at the same time; Jack is impressed. Ianto appears beside Jack and theorises that as soon as transmitting begins, the subwave network will become visible to the Daleks. Harriet understands that the signal will be traced back to her, but she declares, "My life does not matter — not if it saves the Earth." Jack salutes her. She tells Jack to give the Doctor a message: "He chose his companions well." Martha sends them all the Doctor's phone number and Rose decides to call the Doctor herself. The transmitting starts, manifesting as glowing blue rings that shoot up the water tower in Roald Dahl Plass and extend out into space, Earth and the twenty-six other worlds calling their Doctor for help. Rose, Sylvia and Wilf start to call the Doctor. Mr Smith and the equipment at Torchwood are pushed beyond their limits. Suddenly, transmitting slows. The Daleks have detected the subwave network. The Supreme Dalek orders that the culprit be exterminated. The figure in the control room contacts him again, telling him, "I warned you, Supreme One. Just as Dalek Caan foretold, the Children of Time are moving against us, but everything is falling into place." Gwen warns Harriet that the Daleks have found her, but Harriet keeps working. She sends control to Torchwood just as the Daleks arrive in her home. She introduces herself as usual, and the Daleks tell her they know her. Harriet retorts defiantly, "Oh, you know nothing of any human. And that will be your downfall." With this, she is exterminated, though the Daleks have the decency to destroy the video link before doing so. On board the TARDIS, as the Doctor and Donna sit despondent, the phone Martha gave him starts ringing. The two jump into action and, although there is no voice on the other end, the Doctor picks up the signal and locks onto it. The TARDIS travels through time, overloading. The twenty-seven planets come into view and the Doctor realises that they were all one second out of sync with the universe — he describes it as "the perfect hiding place". He picks up the subwave network and his companions appear onscreen. The Doctor introduces Donna to all of them, but is disappointed that Rose is not visible. On board the Crucible, Caan says, "He is here. The Dark Lord is coming." The figure demands access to the subwave network. Suddenly, all the contacts vanish off of the screen. Donna thinks they are losing contact, but the Doctor realises there is another contact coming through. He thinks it is Rose, but when he and Sarah hear the figure sneer, "Your voice is different and yet, its arrogance is unchanged," they realise who it is with horror: Davros. He says, "Welcome to my new empire, Doctor. It is only fitting that you should witness the resurrection and the triumph of Davros, lord and creator of the Dalek race." The Doctor protests that Davros was destroyed in the very first year of the Time War, that his command ship flew into the jaws of the Nightmare Child at the Gates of Elysium, even though he tried to save Davros. Davros mockingly replies, "But it took one stronger than you — Dalek Caan himself." Caan continues the story, shrilly crying, "I flew into the wild, and the fire; I danced and died a thousand times." Davros explains that Caan's emergency temporal shift took him back into the Time War. The Doctor protests that the war is time-locked. Davros points out the obvious: "Yet he succeeded." Caan was somehow able to break the barriers and rescue Davros, but in the process lost his sanity. The Doctor realises that after being rescued, Davros created a new race of Daleks. Davros boasts, "I gave myself to them — quite literally: each one grown from a cell of my own body." He reveals that parts of his torso have been replaced by metal — much of his ribcage and what lies beyond is clearly visible. He proudly proclaims, "New Daleks, true Daleks. I have my children, Doctor. What do you have now?" The Doctor's response is just one word: "Bye!" He cuts transmission with Davros and sets the TARDIS for Earth. The Supreme Dalek orders that the Daleks locate the TARDIS and the Doctor, but Davros points out that they need only look on Earth; the Doctor is sure to seek out his companions. Caan ominously screeches, "Death is coming. I can see it! Everlasting death for the most faithful companion!" Suddenly, the Daleks detect that the subwave network has been rebooted and the new location is Torchwood. The Supreme Dalek orders Torchwood exterminated. On Earth, Jack contacts Martha by phone and asks what the two oscillating digits on the Project Indigo transporter are; she responds that they are a 4 and a 9. Jack tells her that those are the teleport base codes, which is all Jack needs to reactivate his vortex manipulator's teleportation ability. Jack grabs a large gun and promises Gwen and Ianto that he will come back, then vanishes. Sarah heads off in her car to find the Doctor after Mr Smith promises to protect Luke. Rose contacts the parallel Torchwood and has them lock her onto the TARDIS before being teleported away. The TARDIS lands in a trashed and deserted street. The Doctor asks Donna what Rose said in the parallel Earth and Donna replies with a smile, "Why don't you ask her yourself?" The Doctor turns around and sees Rose standing down the street. They run towards each other, absolutely delighted. As they get closer, a Dalek appears from behind a van and shoots at the Doctor, sending him to the ground. Captain Jack teleports into the street and blasts the Dalek to bits with his defabricator gun. A distraught Rose kneels over the Doctor as he lies on the ground in agony; Jack and Donna prepare to move him into the TARDIS. Meanwhile, in Torchwood, Gwen and Ianto pick up machine guns and get ready for battle despite knowing full well that the guns are useless; Gwen is prepared to die in the line of duty like the recently deceased Owen and Tosh. A Dalek enters Torchwood and Gwen and Ianto open fire. Back in the TARDIS the Doctor is in terrible pain. Donna asks if there's anything they can do to help him but Jack tells her to stay away. The Doctor lifts up his hand, which has begun to glow. Sarah is still in her car, driving down a street until she nearly hits two Daleks on the road. Despite her frantic attempts to apologise, the Daleks prepare to exterminate her: "Daleks do not accept apologies!" On board the TARDIS, Jack makes the others back away. Donna asks about what is happening. Rose explains that when the Doctor is dying he can heal himself, but changes in the process. Rose doesn't want the Doctor to change as she has come a long way to find him, but the process has already started and can't be stopped. In Torchwood Three, Gwen Cooper and Ianto Jones aim their weapons and pull the safety catches, as the Dalek says for a third and final time, "Exterminate!" The Doctor gets to his feet. Glowing brighter and brighter by the second, he stretches his arms out as his body explodes into golden energy and begins to regenerate. The Tenth Doctor's regeneration is nearly complete. Donna Noble, Captain Jack Harkness, and Rose Tyler are barely able to watch due to the light. Suddenly, the Doctor directs the rest of the regeneration energy into the container housing his severed hand. Rose, Donna, and Jack are confused, as the Doctor has not changed. The Doctor explains that he used the regeneration to heal himself from the Dalek energy blast, but siphoned off the remaining energy that would have changed his appearance and personality into his other hand — a matching biological receptacle. The Doctor says he didn't want to change; Rose is relieved that "her" Doctor is still there and the two happily embrace. Meanwhile, Sarah Jane Smith is covering her head with her arms, waiting to be exterminated by the Daleks, but with flashes of blue light, Mickey and Jackie appear beside the car and they blast the Daleks to pieces. Sarah gets out of the car, shocked, but immediately hugs Mickey. He jokes, "We Smiths got to stick together". Jackie introduces herself, but asks, "Where the hell is my daughter?" Over at Torchwood, Gwen Cooper and Ianto Jones shoot at the Dalek, raging. But they notice something strange and they cease fire. They walk forward cautiously and see their bullets hanging in the air, as if stopped by an invisible wall. Gwen reaches out slowly to touch it — she can't, but her finger makes a ripple in the air; it's a time lock that their deceased co-worker Tosh was working on. However, while the Dalek is locked out, they're locked in. Elsewhere, a patrol of Daleks have found the TARDIS. Inside, the Doctor prepares to take off with his companions to figure out a strategy. However, right as he throws a switch, the Daleks uses a temporal loop to make the TARDIS powerless. They then take it to the Crucible. Upon arrival, the Supreme Dalek orders them to depart the vessel. Jack thinks they are safe because of the extrapolator force field the TARDIS has, but the Doctor points out it's not working: "Right now that wooden door is just a wooden door". The Doctor, Rose, and Jack exit. However, Donna becomes distracted by the sound of a heartbeat and, while she is looking back, the TARDIS door slams closed. The Doctor demands that Donna be released. The Supreme Dalek denies responsibility and the Daleks dump the TARDIS, to be destroyed in the centre-core of the Crucible. The TARDIS plummets down and begins to burn up. As the TARDIS interior explodes, Donna collapses near the severed hand. She hears the heartbeat again and touches the container, and energy flows between it and her. The hand bursts out of the container, and forms into a duplicate of the Doctor, who quickly dematerialises the TARDIS. A view of the TARDIS in the core is shown to Jack, Rose, and the Doctor, who believe Donna and the TARDIS to have been destroyed. Sarah, Jackie, and Mickey lay down their guns, allowing themselves to be captured and taken to the Crucible in order to find the Doctor. Martha Jones says her goodbyes to her mother and uses the Project Indigo device to take her to Germany, where one of five Osterhagen stations is hidden, and awaits contact from the other bases. Aboard the Crucible, Jack creates a distraction by shooting the Supreme Dalek with his revolver, but the Dalek Supreme promptly shoots him down. The Doctor and Rose are taken to the vault where Davros is held. Rose is desolate; she doesn't know she made Jack immortal as the Bad Wolf and that his immortality has allowed him to escape. In the TARDIS, the new Doctor has dressed himself in the Doctor's blue suit and has finished repairing the interior from its damages. He rambles on about how they have to be quiet — "not even drop a spanner". Donna then asks if Time Lords can multiply like this — "Chop off a bit and grow a new one". However, the new Doctor explains that there has been nothing like him before. He then notices that he only has one heart, like a human; he's not too pleased with this, saying it's "rubbish". Donna tells the "spaceman" to watch what he says, and the new Doctor tells "earth girl" the same. Both of them are shocked by this; he's absorbed some of Donna's mannerisms. He then begins pondering what Davros could be doing with the planets. With the Doctor and Rose contained, Davros explains that the twenty-seven planets form an energy pattern amplified into a "reality bomb", able to break apart the electrical forces holding everything together, a creation Davros calls "the apotheosis of my genius!" Mickey, Jackie, and Sarah have been taken with many other humans to a testing of the bomb, but they escape the test chamber just in time (unlike the other humans, who vanish out of existence). The effect of the bomb is shown to the Doctor. Both Doctors are horrified and realise how it works. Jack finds his way to the three, and, with a warp star from Sarah, creates a device that will implode the Crucible. Meanwhile, Martha makes contact with two other bases in China and Liberia. The Chinese counterpart wants to get it over and done with, but Martha, knowing the Doctor, first broadcasts a signal to the Crucible to give the Daleks a second chance. She vows to use the Osterhagen key to detonate twenty-five nuclear warheads under the Earth's crust to destroy it and disable the reality bomb. The Doctor is horrified that Earth would ever construct what is essentially a giant self-destruct button. Jack and the others then contact Davros and threaten to destroy the Crucible with the warp star. The Doctor objects again and asks where they even got a warp star. Sarah steps forward and claims responsibility. Davros then interrupts her, recognising her face, and gets nostalgic, recalling how Sarah was on Skaro at the very beginning of his creation. Sarah retorts that she learned to fight since then and demands that he free the Doctor or be destroyed by the warp star; however, seeing all his friends willing to go to such extreme measures gives the Doctor pause. Davros notices this and tells the Doctor that this is what he does to people: the Doctor may be a man who never carries a gun, but he turns ordinary people into soldiers in his war noting that one had already sacrificed herself opening the subwave network. The Doctor is then shocked to learn from Rose that Harriet Jones died to ensure he got to Earth. Davros then asks the Doctor how many other people have died for him and/or in his name, and the Doctor is reminded of River Song, Astrid Peth, Jenny and many others who gave their lives to help the Doctor. Davros laughs that this is his final victory over the Doctor, by showing him his true face. The Daleks lock on to their respective positions and transmat Martha, Jack, Mickey, Jackie, and Sarah to the vault where the Doctor and Rose are being held captive, thereby preventing them from using any of their devices to stop the Daleks. The Daleks then prepare to activate the reality bomb to wipe out all matter in this and every parallel universe through the rifts in the Medusa Cascade, but the new Doctor and Donna arrive in the TARDIS. Each tries to destroy Davros and the Daleks using a weapon created by the new Doctor, but both are stunned by shots of electricity from Davros' robotic hand before they can use it; Donna is sent flying while the new Doctor is put in a forcefield. Despite the revelation that Donna and the TARDIS survived, the Doctor is glum because the reality bomb is still counting down. The Doctor and his companions helplessly watch in horror as the reality bomb ticks down. Nothing happens. Suddenly an alarm blares. Everyone looks over to see that Donna has used the controls to disable it. She gives a long technical explanation as to how she did it; this is astonishing because ordinarily, Donna "can't even change a plug". The Doctor recognises that the creation of the new Doctor has had an unintended side effect: Donna is now half Time Lord herself, sharing the Doctor's intellect — she is the DoctorDonna the Ood saw coming. She explains that the meta-crisis that created the other Doctor had also affected her, but the effect had lain dormant, needing a little spark to start it — "Thank you, Davros!" Donna and the new Doctor free the others and, with the help of the original Doctor, disable the Daleks. They start to send the planets back to their proper time and space. The Daleks are left literally spinning round in circles, thanks to Donna. The Doctors then get to work and use the magnetron to send all the planets back to their correct places. Davros attempts to stop them only for both Jack and Mickey to hold him at gunpoint. Turning to Dalek Caan, he demands to know why he didn't foresee this. From Caan's maniacal cackling, the Doctor suggests that he did see it. Caan admits that he had seen the Daleks for what they were, had seen all the evil they caused across time and space, and secretly aided the Doctor in their destruction. The Supreme Dalek descends to the vault and accuses Davros of betraying the Daleks. Though Davros insists that Dalek Caan is the traitor, the Supreme Dalek declares that he will destroy them all and fires at the Doctor, striking the machinery. Jack swiftly destroys the Supreme Dalek, but the shot he fired has destroyed the Magnetron, leaving the single remaining planet, Earth, stranded. Getting an idea, the original Doctor races into the TARDIS to replace the broken machine. Realising that Dalek Caan has seen the end of the Daleks, has been manipulating time to achieve this, and knowing that, even without the Reality Bomb, the Daleks can still take the universe by force, the new Doctor uses the remaining machinery to destroy all the Daleks and their fleet. All around them, Daleks and their ships begin to self-destruct. The original Doctor is outraged at the new Doctor. The companions flee into the TARDIS. When the original Doctor offers to save Davros, he refuses. Gesturing at the destruction around them, Davros shrieks back, "Never forget, Doctor, you did this! I name you forever! You are the Destroyer of Worlds!" — an epithet the Daleks have long associated with the Doctor. Davros howls in fury as the flames surround him, while Caan ominously predicts again, "One will still die.". Unable to save either of them, the Doctor flees into the TARDIS just before the Crucible is destroyed. The Doctor comes up with a plan: he'll use the energy of the Rift as a rope and the TARDIS as a "tow truck" to move the Earth back where it belongs. With the help of Torchwood's Rift Manipulator sending the energy, Mr Smith roping it around the TARDIS and K9 supplying Mr Smith with the TARDIS' base code, the Doctor is ready to go. However, he has a surprise for his companions. He explains to his companions that the reason that he has so much trouble piloting is that a TARDIS is normally piloted by six people, and he has had to do it all on his own. He lets Sarah, Rose, Mickey, Martha, and Jack help him pilot while his clone, Donna, and Jackie watch — he specifically did not want Jackie to help, aware that she is not known for her intellectual prowess. The Doctor flicks a switch and, wonder of wonders, the TARDIS begins to fly (more smoothly than it likely has in its entire life) with the immense Earth following behind. In Bannerman Road, Luke holds onto K9 and cheers as the room shakes, Ianto and Gwen holler in delight in the trembling Torchwood Hub, Sylvia and Wilf frantically try to stay on their feet and Francine takes cover beneath her kitchen table. With Donna and Jackie watching, the Doctors and companions work the controls until, with a great shuddering halt, the Earth stops and begins to spin on its own, with the Moon hovering in to resume its own orbit. As the Children of Time celebrate in the TARDIS, Wilf, Sylvia and Francine revel in the sunlight and Earth celebrates its return home. With Earth back in its proper place, the Doctor's companions leave the TARDIS. Sarah points out that the Doctor considers himself a lonely man, but he has the biggest family on Earth: his companions. She then leaves, concerned about Luke. The next to leave is Jack, but before he goes, he is stopped by the Doctor — "I told you, no teleport" — and has his vortex manipulator disabled yet again. Martha leaves with Jack, who tries asking her to join Torchwood. Mickey also departs. He had initially stayed in the parallel world to be with his grandmother, but she has since passed; he now wants to stay in his home dimension, though he's guessed that the Doctor will be sending Rose back to her parallel world. Using a closing rift, the Doctor returns Rose and Jackie to the parallel world and leaves the new Doctor with her. The original Doctor explains that by destroying the entire Dalek race, the new Doctor has committed genocide. He sees the new Doctor as similar to himself after the Time War ("full of blood and anger"), and says that Rose had made him better. The new Doctor explains that having only one heart, he will age as a human and not regenerate; he could spend that one life with Rose. Rose, upset that it's still not the same as having the original, asks both Doctors the words that the Doctor was unable to say to her when they last parted. The original Doctor refuses to actually say then, only responding, "Does it need saying?" By contrast, the new, half-human Doctor, having the same memories and feelings as the proper Doctor, whispers them into Rose's ear, and they passionately kiss. The Doctor and Donna quickly depart in the TARDIS and the new Doctor and Rose watch, hand in hand. Returning to their universe, Donna is eager for her and the Doctor's next adventure together but finds she has trouble thinking without babbling random facts. The Doctor explains that the human brain cannot take in the Time Lord mentality: if she continues in her current state, she will die as her mind will burn up. In tears, Donna protests that she wanted to continue her adventures with the Doctor as "DoctorDonna" and was willing to spend the rest of her life with him. Saddened, the Doctor says that he is so sorry; Donna then realises what he is about to do and begs him not to send her back. The Doctor then tells her that they had the best of times. Ignoring her pleas, the Doctor presses his fingers on Donna's head, wiping her mind of all her encounters with the Doctor, rendering her unconscious as a result. Back in Chiswick, Wilfred is excited when there is a knock on the door thinking Donna has returned home but his happiness turns to horror when he finds the Doctor outside with her still unconscious, asking for help. The Doctor tells Sylvia and Wilfred everything that happened, and warns that she must never be reminded of her time with the Doctor or she will die. Sylvia tells the Doctor that the Earth's journey through space is currently all over the news, but the Doctor answers it'll only be a story to Donna — another event she missed. Wilfred is upset that Donna has forgotten all the wonderful things she did, the people she met and the places she visited knowing that she had become a better person for all of them. The Doctor states that the Donna that travelled with him is "dead", fulfilling Caan's prediction. However, he adds that the universe will be singing songs about Donna, who was, for one shining moment, the most important woman in the entire universe. When Sylvia tells the Doctor that Donna is always the most important woman to her, the Doctor makes a point of telling Sylvia to try showing her love more often. As Donna recovers consciousness, she storms downstairs and starts laughing about her being asleep, but to her now, the Doctor is a stranger. She shows no interest in the Doctor and chats on the phone to her friends, who are all talking about the Medusa Cascade incident, to which Donna thinks that her friends were either drunk or that she slept through it. Sylvia tells the Doctor he should leave. Outside, the Doctor tells Wilf that the rain is the result of the atmospheric disturbance created when the Earth was moved back to its proper place but, like everything else, it will end eventually. Wilfred asks the Doctor who he's got now, and asks him what happened to all his friends. The Doctor tells him that all his friends now have someone else, and that's fine with him. Wilfred promises he will look out for the Doctor every night while he looks at the sky on Donna's behalf. The Doctor quietly thanks Wilfred, then returns to the TARDIS; Wilf solemnly salutes as it fades away. In the TARDIS, the Doctor watches the time rotor as he sets a new course. He tosses aside his rain-drenched pinstripe coat, leans on the TARDIS console, and stares off into the distance; deep in thought, heartbroken and having never felt so alone. The Tenth Doctor lands in London on Christmas Eve, 1851, and promptly hears a woman frantically calling, "Doctor!" He rushes to the scene of the disturbance, where he encounters a woman called Rosita, who does not believe his claims to be the Doctor she is calling for. Another man, also calling himself "the Doctor," races forward and produces a device he refers to as a sonic screwdriver (actually an ordinary screwdriver). A strange creature, with a bronze face like that of a Cyberman but a hunched and furred body, bursts into the alley. The three give chase, but the creature eludes them. In the aftermath of the chase, the two Doctors talk: the Tenth Doctor believes the other to be his next incarnation, but the other Doctor doesn't recognise him; the next Doctor explains that many of the memories are missing, and that he cannot remember anything "since the Cybermen." Nearby, a group of Cybermen observe the footage gleaned from the Cybershade (the creature pursued by the trio); however, the Cybermen recognise the next Doctor, not the original, as their foe. They discuss their plans for the next attack with their ally, Miss Mercy Hartigan. The attack is scheduled for 14:00 hours — the same time as a funeral whose procession the next Doctor and Rosita observe. While the funeral takes place, the two Doctors are investigating the house of the deceased, Reverend Aubrey Fairchild. As they investigate, the next Doctor explains that the Cybermen's presence is linked to a number of murders and child abductions across London, starting with the death of a man named Jackson Lake and culminating in the Reverend's death. It seems the Reverend was found dead and there were burn marks on his head; the cause of death was some advanced form of electrocution. The next Doctor begins to show signs of remembering the original Doctor, but before he can delve further, the Tenth Doctor finds, hidden in a roll-top desk, a pair of infostamps: devices that allow the storage of large amounts of information. The Doctor activates one, discovering it contains information on the history of London from 1066 to 1851. The Doctor realises the Cybermen have been using the infostamps to update their knowledge of history. However, the next Doctor remembers he was holding an infostamp the night he lost his memory, which he also proclaims to be the night he regenerated. Their discussion is cut short when the Cybermen attack; the original Doctor fends them off with a cutlass, but the Cybermen are not interested in him — only the next Doctor. Before they can kill the pair, the next Doctor overloads the core of the infostamp and opens it. The energy released destroys the Cybermen. The Doctor and Rosita head out to investigate. They discover that the converted workhouse owners are marching the children of their establishments through a sluice gate to the Thames, which is guarded by Cybermen and Cybershades. The Doctor and Rosita try to sneak around and are confronted by Miss Hartigan. She explains that she has not been converted, and that the Cybermen offered her her liberation. The Doctor returns the infostamp to the Cybermen, who download it, confirming he is their foe, not Lake. Miss Hartigan explains that the children are a workforce, to bring about the birth of "it," but refuses to say what. She orders the Cybermen to delete the pair, but Lake arrives and provides a distraction with another infostamp. Rosita then punches Miss Hartigan in anger and the trio escape. Miss Hartigan furiously announces that "the CyberKing will rise tonight!" Lake tells the Doctor he and his family were moving to London so he could take up a teaching post, and that he discovered the Cybermen in his basement. The Doctor realises there may be a way into the Cybermen's base through Lake's house. Inside the house, they find a Dimension Vault, a piece of technology stolen from the Daleks that allowed the Cybermen to escape the Void, as well as a tunnel connecting to the sewers. In the Cybermen's base, the captive children are put to work generating power to allow the "Ascension of the Cyberking." In the throne chamber, Hartigan is told by the Cyberleader that she will be the Cyberking, not the Cyberleader as she assumed. The Cyberleader explains that by becoming Cyberking, Hartigan will receive her liberation from the anger, hatred and rage in her mind. However, Hartigan proves too strong-willed for the conversion; her mind is too powerful to control, and she uses her new powers to obliterate the Cyberleader when it tries to intervene. The Doctor, Rosita and Jackson infiltrate the Cybermen's base and discover a metre displaying the facility's power capacity. The Doctor theorises that when the machine reaches 100% power, the children will be disposed of. As the trio evacuate the children, Jackson Lake recalls the one last missing fragment of his memory: after killing his wife, the Cybermen kidnapped his son. The pair are reunited during the rescue, and all of them flee as the engine begins to explode. However, the Cyberking — a colossal Cyberman-shaped walker containing an onboard cyber-conversion factory, referred to as a "Dreadnought-class ship" — emerges from the Thames, commanded by Hartigan and an army of Cybermen, and begins to lay waste to London. After sending Rosita and Jackson to safety, the Doctor grabs the Dimension Vault and commandeers the hot-air balloon, rising until he is level with the head of the Cyberking. The Doctor offers Hartigan a deal: to take her to a place where she and the Cybermen can live in peace. She refuses, and the Doctor attacks her with the combined force of dozens of overloaded infostamps. Though Hartigan initially taunts him for failing to kill her, the Doctor replies that it wasn't his intent: instead he has severed her connection from the CyberKing, setting her free. Hartigan, realising what she has become, screams in horror as the broken connection destroys her and the Cybermen and causes the CyberKing to begin to self-destruct. However, before it can topple on the crowds below, the Doctor uses the Dimension Vault to transport the CyberKing into the Time Vortex, where it will be harmlessly destroyed. In the aftermath, Jackson thanks the Doctor for what he has done and offers him a place at his Christmas celebration with Rosita and his son. The Doctor refuses, but offers Jackson a look inside the TARDIS. Lake is overwhelmed with amazement, but quickly decides that he has had enough adventure for one lifetime. He again thanks the Doctor, but points out that in all the information he saw, the Doctor had companions present. The Doctor explains that in the end, they all leave, for a variety of reasons, and that ultimately, they break his heart. Jackson says that his request for dinner is no longer a request but a demand, in honour of all those who have been lost. The Doctor solemnly agrees. He then tells Jackson that, of all the people who could have been the Doctor, he was glad it was Jackson. He closes the TARDIS door and they leave together to celebrate Christmas. As the night shift of the International Gallery museum commences, armed guards are at work protecting a highly-coveted golden goblet. One guard types out a security code to unlock a security system level. He turns to the side, raising a four-sided barricade of laser alarm sensors around the cup. It might seem foolproof, but the one thing the guards haven't counted on is a sleuth attempt to pilfer the cup from above. While their backs are turned, a round panel is quietly pried loose from the domed ceiling of the museum. On the rooftop is a woman in a black clothes and a ski mask. She peers down and assesses the security detail. The woman lowers herself from the roof, flawlessly infiltrates the museum without setting off the alarms, and replaces the cup with a mechanical Maneki Neko; when the guards finally turn around at the sound of her releasing her winch on the roof, she waves at them in a mocking fashion. As the alarms go off, she dashes out of the museum and unmasks; she is Lady Christina de Souza, an expert thief. Christina runs out to the street to see someone being arrested, and she says, "Sorry, lover" to her presumed accomplice, getting away with the prize while he takes the fall. She then takes a back route onto the main road, where she frantically looks for a way out as police move in searching for her, although unaware of her presence. She runs onto a 200 bus to Victoria, where she exchanges her diamond earrings for a bus ride. Soon afterwards, the Tenth Doctor comes onto the bus, and uses a psychic paper on the Oyster card scanner. He then sits down opposite Lady Christina. After enjoying a chocolate Easter egg and engaging in some small talk with Christina, he receives an alert from the rhondium sensor in his pocket that the particles he's been looking for have been detected. As he fiddles with the sensor, he gets inquisitive looks from a young man sitting parallel to him. The police are still after Christina, since they know she has stolen the cup. Christina is visibly frightened by the sound of the wailing sirens, giving the Doctor reason to wonder if she's hiding something. It looks like the vehicle is about to be pulled over, but whilst chasing the bus through a tunnel, the police witness it disappear in front of their eyes; startled, they set up a perimeter around the area. Meanwhile, the bus passes through a ripple in space and a bright, blinding light flashes out. The passengers scream as the bus is put through the wringer; the metal frame buckles, the windows burst into shards of flying glass, and everyone ducks down in their rows. After the bus takes a hard landing back onto solid ground, the Doctor's jaw is agape at the sight of a completely different environment. Rather than tarmac, street lamps, and dark, rainy nighttime skies, it is now daytime, with sand as far the eye can see in every direction. They have been spat out into a world covered in desert with three suns. The bus has been wrecked in the process of landing, with smoke hissing from its engine and parts of its double-decker roof sheared apart. The bus driver proclaims it unmovable. The Doctor tells the passengers that the bus has passed through a wormhole into a different world, proving this to them by throwing a handful of sand into the space behind the bus. The sand causes a rippling effect in the air. The same man who eyeballed the rhondium detector points a finger at the Doctor and demands to know if he used it to make the bus end up in the desert. Annoyed for receiving immediate blame from a human on a bus and having dealt with the animosity of the Midnight incident, the Doctor doesn't keep to himself again. Instead, he comes clean and says he was tracking a hole in reality that suddenly grew big and the bus drove into it. He elaborates that the other end of the wormhole was in the tunnel on Earth. Among the passengers is Carmen, who has been hearing mysterious voices since Christina got on. The bus driver announces his desire to return to Earth, and promptly runs through the wormhole, accompanied by the Doctor's, "No, don't!". The other passengers of the bus witness the driver's skin and tissues incinerating, before he disappears into the wormhole with the same rippling effect as the sand. Meanwhile on Earth, where the police are watching the wormhole, the driver's blackened skeleton steps out, halts, and then tumbles to the ground. Unnerved, the police declare an emergency Code One, calling UNIT to the scene. After watching the bus driver's death, the Doctor sums up that the metal of the bus protected them from the same fate as the driver when they passed through the wormhole (like a Faraday cage, as Christina states). Everyone returns to the bus so the group can make sense of the situation. Christina takes charge, introduces herself and the Doctor, then everyone introduces themselves: Nathan, a young adult with slicked up hair, Barclay, about the same age and the one who confronted the Doctor, Angela Whittaker, an older blond woman, Louis, who goes by the nickname "Lou," and his wife, Carmen. Christina notices the Doctor is the brainpower of the bunch and has him fill the rest of the group in on what has happened. The Doctor explains to the passengers of the bus that they went through the wormhole by accident, but Carmen tells him with surprising knowledge that it was a doorway put there for a reason. Her husband Lou notes she has had a gift of foresight since she was a girl which has helped them make small wins on the lottery. The Doctor deems Carmen a low-level psychic, and theorises the alien sun has amplified her abilities. He asks her if she can see anything. She foretells, "Something is coming, riding on the wind and shining." When asked what she means, she answers, "Death. Death is coming." Her words send Angela into complete hysterics, Nathan panics no one will find them, Barclay begins to get rebellious, and both Christina and Lou are drowned out by the uproar. The Doctor quells the clamouring bus and regains control, but Angela is still sobbing heavily. He instinctively grips her by the arms to get her attention and asks where she was heading to take her mind off the peril. She replies she was going home to her family, Mike and Suzanne; thinking about them calms her and abolishes her panicky state. The Doctor moves on to Barclay, who has a love interest named Tina; Nathan's dealing with unemployment; and Carmen and Lou talk about whose turn it is to cook. The Doctor asks Christina where she was going; she is the only person in the bus with something to hide. She tells him she was going far away, not giving away her thievery. Having defused the tension in the bus, the Doctor reminds the group to focus on those pleasant thoughts so the fear doesn't set in again, then informs them the planet outside is "nothing compared to all those things waiting for you" on Earth. He promises to get them all home. Back on Earth, the highway tunnel has been shut down as Detective McMillan and the police officers wait to intercept Lady Christina. They find themselves joined by a fleet of UNIT soldiers and weapon-toting armoured vehicles, and have to deal with the troops forcibly interfering with their line of work. The woman in charge, Captain Erisa Magambo, establishes a strategic hold on the highway. The detective tries to remain in control, but a soldier holds him back as a firing squad readies themselves to open fire if anything hostile emerges through the wormhole. Nathan and Barclay dismantle part of the bus's upholstered seats and bring them to the Doctor, who wants to wedge them beneath the wheels of the bus like duckboards. This will give the wheels enough traction to throw the bus in reverse and back through the wormhole. Using experience from trips to the Kalahari, Christina has them air out the tyres slightly to improve it further by giving the bus extra grip, as its weight is more distributed. When Barclay is distressed over how deep the wheels will run, Christina produces a fold-up spade from her rucksack to begin digging them out, then a small axe for Nathan to unearth the seats more quickly. This piques the Doctor's curiosity, but he is distracted when Angela asks for a key to get the bus running. The Doctor informs her the bus doesn't use keys, just a master switch and stop and go buttons. She follows his instructions and attempts to start the bus. The engine cranks and coughs, but fails to get going. Christina and the Doctor pop open the 200's hood to find it gummed up with sand. Christina asks if anyone has experience with mechanics, and Barclay states he does. He is assigned the task of stripping the air filter. The Doctor wanders off, causing Christina to chase after him. Unbeknownst to them, they are being watched from a monitor by a creature with insectoid hands. The Doctor questions Christina about her toting a backpack that she refuses to let out of her sight, which has an axe and spade inside by happenstance. That along with her fear of sirens has him wondering what she's running from. She initially refuses to answer his questions, instead calling herself and the Doctor "two equal mysteries." After a bit more conversation, however, Lady Christina de Souza announces her full title to him, and they shake hands. In response to her claim of nobility, the Doctor says he is a Lord of a "big estate". Growing savvy, Christina notices the Doctor seems unusually acclimated to the out of the ordinary. He pulls her attention off the subject and exclaims, "Allons-y!" Christina impresses him with some articulate knowledge of the French language herself; "Oui mais pas si nous allons vers un cauchemar." As they continue walking in the desert, they see what appears to be storm clouds approaching. Christina fears it could be a deadly sandstorm, but the Doctor thinks it is something worse. "It's a storm — who says it's sand?" he notes mysteriously. The Doctor and Christina rush back to the bus as Carmen begins to have distressing visions. He borrows Barclay's cell phone, pulling out his sonic screwdriver and turning it into a superphone. The Doctor then attempts to call someone on Earth. Unsure of the number, he dials Pizza Geronimo by accident. Redialling the correct number, he's connected to UNIT's automated phone system. Angela gives him a tip to hold "0"; it overrides the machine, which allows one to speak with a real person. Through the helpline, the Doctor gets in touch with UNIT at the tunnel. Speaking to Captain Magambo, the Doctor informs her of the crisis, tells her he is stranded without his TARDIS. Magambo connects him with UNIT's scientific advisor, Malcolm Taylor, who is beyond elated to know he's speaking to the one person he's always wanted to meet. Malcolm describes an ingenious process of measuring the wormhole by creating a reflection of its energy readings, which prompts the Doctor to request a capacity scan so he can get a full idea of what the wormhole is like. He deems Malcolm his "new best friend" and hangs up for the time being. The group sets back to digging the bus wheels out from the sand in order to enable them to move it back through the wormhole. The Doctor and Christina set off to explore the area. They find that the storm from earlier has grown closer. The Doctor takes a snapshot of the storm on Barclay's phone to send to Malcolm for further analysis. From what he and Christina can tell, it looks like a massive sandstorm sweeping across the planet towards them, glinting in the sun as if made from metal. On the bus, Carmen shudders as her visions tell her these things are a storm that devours. At the same time on the dunes, the Doctor and Christina are found and captured by a fly-like alien who holds them at gunpoint with a blaster. The Doctor and Christina are escorted to the alien's crashed ship, where another alien is waiting. One points a blaster at them and blames the Doctor for their crashed ship. The Doctor soon explains to the two aliens, who identify themselves as Tritovores, that they mean them no harm. He assures them that "the 200", which is how the aliens refer to the bus due to its route number, is trapped on the planet just as they are. The Tritovores in turn become more friendly; the telepathic translation devices they use enable them to know the Doctor is not lying. The Doctor then asks them to send a probe out to investigate the sandstorm seen earlier. When told that the ship is without power, he promptly fixes the ship's power to launch it with a well-placed kick. He and Christina learn they are in the Scorpion Nebula on the planet San Helios, which is on the other side of the universe from Earth; the Doctor comments on how Christina got her wish of being "so far away". The aliens explain that they had been on their way to trade with the people of San Helios when their ship had crashed. They show a hologram depicting San Helios as a thriving environment with advanced cities. Christina notices the Doctor treats the visual of the amazing city like he's used to such things, then asks about his title of lordship. He reveals he comes from a race of Time Lords. Christina suggests they should seek out the city in San Helios for help; the Doctor isn't so sure it will be that simple. The Tritovores give the Doctor information that the entire planet became a desert last year, with all 100 billion inhabitants suddenly vanishing along with the city, wildlife, oceans, and mountains. Everything has been reduced to sand, including the inhabitants. The idea of having "dead people" in her hair repulses Christina, whose hair has sand caught in it. She quickly attempts to stroke it out. The Doctor receives a phone call from Malcolm and Magambo. The wormhole has grown to four miles in length and is heading outward. Neither Malcolm nor the Doctor can understand what could make it grow on its own. Magambo has ordered all aircraft above London grounded to keep others from falling in. She wants him to answer if the wormhole could be dangerous to the planet, but Barclay's phone picks up a call waiting. The Doctor cuts off his conversation, knowing the answer would cause more trouble. Switching over to the second caller, the Doctor picks up Nathan on the other end, using another mobile phone. Their attempts to get the bus dislodged from the sand have exhausted all the petrol, putting them back at square one, and Nathan wonders if the Doctor can hold true to his promise in spite of the marooned bus. The Doctor does not answer. He leaves the call hanging at the sound of beeping from the Tritovore ship's controls. The probe has reached the storm- turns out, its not a storm. The camera on the probe is transmitting unsettling footage. It shows that the "storm" is a swarm of billions of carnivorous stingray-like aliens with metal exoskeletons before the transmission is cut off by the probe being eaten by one of the alien stingrays. The Doctor then analyses the alien physique by the data they get and theorises that they must be creating the wormhole effect. Their velocity as a pack is reaching a speed that creates static buildup with enough energy to pierce open the fabric of space. When asked why they don't burn up upon passing through, the Doctor replies that any metal they eat gets extruded into their bones. It has made them immune to the effects of the wormhole because their exoskeletons have transformed into metal. They've been using the portals to jump through space and prey on anything they find edible. Another, scarier realisation dawns on him — all of San Helios has been devoured by these predators. What remains of it, including the dead, makes up the sand of the deserts. The Tritovores and the Doctor plan to get away from the planet before the swarm hits their area, and need to get the crystal power source that makes the Tritovorian ship fly. The Doctor and the two aliens try to bring up the source manually, but the entire system is unresponsive, lacking power. Christina, in the meantime, prepares her cat burgling equipment, and lines down the shaft with her winch. The Doctor stops her just in time before she is electrocuted by a security grid. After disabling it, she makes her way slowly down the shaft. While curiously flipping the top of her rucksack, the Doctor tells Christina about himself. He talks about how he can travel through time and space in his blue box and some of the places he's been, including the Court of King Athelstan in 924 AD but he didn't remember her being there. At this, he pulls the Cup of Athelstan out of her bag. He realises that she's a thief, and she says she prefers to say she "liberated" it. The Doctor doesn't approve of her lifestyle of thievery, but levels with her, admitting he stole the TARDIS from his own people. While Christina lowers down the gravity well, a screech rings out from below. The Doctor remembers they never found out why the Tritovores crashed, until he's informed they have an open-vent system. Much like birds being sucked into an airplane, he suspects a stingray got pulled into the ship. As he feared, when Christina reaches the bottom of the shaft to get the crystal and its holding brackets, she sees a sleeping stingray behind some metal poles; it quickly stirs from its resting place. The Doctor tells her that it had been dormant from the cold, but the temperature is being raised by her body heat and is waking it up. She replies she has that effect on men, but the Doctor isn't laughing; he urges her to hurry and, once she has the fixture in hand, brings her back up. The alien stingray which was down in the shaft next to Christina gives chase, but it gets fried in the security grid after she turns it back on whilst ascending. As they run away with the Tritovores out of the ship, the Doctor offers them a means of escape on the 200. Before they accept, a deafening roar booms through the ship. The Doctor wonders if the Tritovores collided with more than one stingray, and speculates that it could be munching through the metal sleeve-covered infrastructure of the ship. One of the Tritovores gets ready to escape the ship, but the other goes back to shut down the controls. Another stingray bursts in from above and knocks him over, then gulps him down its jaws. The other, in rage, prepares to fire its weapon at the Stingray, but before he can, he is eaten as well. The Doctor and Christina run to the bus. Once there, the Doctor pitches the crystal into the sand because he doesn't need it since it only worked to power the alien ship's components, not an Earth-built bus. Christina protests she risked her life for it, but the Doctor corrects her: she risked her life for the clamps it was mounted on. The Doctor attaches 4 Tritovorian anti-gravity clamps onto the wheels, and uses the 5th to interface the bus steering wheel with the Tritovorian technology. The Doctor calls Malcolm, telling him that they need to prepare to close the wormhole. Malcolm figures out a way to do it and starts on the process immediately. Integrating the 5th anti-gravity clamp to the bus's steering proves difficult, as the two technologies are incompatible alone; he needs something soft, malleable, non-corrosive and able to conduct electricity, suggesting gold, to act as an interface. Reluctantly, Christina hands the Doctor the Cup of Athelstan along with a hammer upon request. She asks him to "be careful with it" as it is a millennia-old artefact worth 18 million pounds. He promises to do so, then smashes it to bits so it fits between the bus wheel and the anti-gravity clamp controller. In response, Christina says, "I hate you". Once Malcolm is ready to close the wormhole, Captain Magambo orders him to close it to protect the Earth, despite the fact the Doctor and the passengers of Bus 200 are still trapped on the other side. Morally outraged at the idea of abandoning the Doctor who has saved humanity countless times before, Malcolm refuses to follow her order so they can allow the Doctor to get back to Earth. Drawing her gun on him, Magambo once again orders him to close the wormhole in the hopes of intimidating him. In spite of his fear, Malcolm passionately refuses to close the wormhole, surprising even Magambo. Their argument buys the Doctor precious time. He is able to make the bus lift out of the sand and into the air, flying back through the wormhole to Earth. However, the swarm is hard upon its heels. The tense stand-off between Captain Magambo and Malcolm is defused when a soldier tells her the bus is safely through, but they are not out of danger. Three of the stingrays have followed the bus through the wormhole; furthermore, if they don't close the wormhole in time, the entire swarm will come through and devastate Earth. As the Doctor flies the bus across London, he attempts to dodge the stingrays whilst helping Malcolm overcome some technological difficulties via mobile phone. With just seconds to spare, Malcolm is able to close the wormhole just ahead of the main swarm; though bullets prove unable to get through the stingrays metallic exoskeleton, missiles prove much more effective and two of the stingrays are shot down and killed almost immediately. The third goes after the 200, but the Doctor sternly says "Oh no, you don't!" and swings the bus violently around. The creature swoops in to take a bite out of the bus, but gets smacked right in the kisser by the vehicle's rear end and is stunned long enough for UNIT to get a fix on it and blow it out of the sky. After he manages this, Christina passionately kisses the Doctor, taking back her earlier comment of "hating him". Somewhat stunned but pleased, the Doctor takes on the manner of an actual bus driver and welcomes home "the mighty 200". The bus lands back on the spot where it vanished, being given a standing ovation by the assembled soldiers, and the passengers are released and taken to be examined by UNIT. The Doctor meets Malcolm, who embraces him in a hug and exclaims, "I love you!" four times, to the Doctor's bemusement. Magambo gives the Doctor a salute even though he doesn't want one, trusting him that the creatures will not return. The Doctor replies they will generate more doorways; it is part of their natural life cycle and something they can't help, but he'll try to nudge them onto uninhabited worlds. He also puts in a good word for Nathan, who needs a new job, and Barclay, who is good with engines, saying they're good to have in a crisis if Magambo would bring them on to UNIT as privates. Magambo then informs the Doctor that they found the TARDIS at Buckingham Palace, revealing it in the back of a military truck. Magambo then turns her attention to the task of clearing up three dead alien stingrays and inquires if the Doctor is willing to help with the paperwork, to which he declines. They part on friendly terms. Christina, meanwhile, is being searched by UNIT soldiers, but she breaks off and runs to the Doctor. D.I McMillan immediately moves in to capture her at last, but Christina hopes the Doctor will help her escape in the TARDIS. Additionally, she wants to come with him for adventure and excitement, telling him that is why she steals. Despite the fact that he had earlier proclaimed them to be "the perfect team", he says no. When she asks him why, he replies sadly, "People have travelled with me, and I've lost them. Lost them all. Never again." He looks on silently as D.I McMillan proudly arrives to confront Christina with the charge of suspicion of theft. The police promptly arrest her and take her away, leaving the unperturbed Doctor by himself. The Doctor, about to enter the TARDIS, is told by Carmen to take care of himself; the Doctor, full of joy, tells her the same. However, she replies, "No, but you be careful, because your song is ending, sir!" When the bemused Doctor asks what she means by this, Carmen replies, "It is returning. It is returning through the dark, and then Doctor, oh but then, he will knock four times." The implication of this prophecy leaves the Doctor very unnerved. After Carmen leaves, the Doctor decides to take pity on Christina, who is now handcuffed and being put in a police car. The Doctor points his sonic screwdriver at her handcuffs and frees her hands. Christina gets in the police car on one side and gets out on the other. She heads for the bus, chased by the police, and closes the doors after she gets on it. McMillan furiously orders her to open them, but the Doctor advises him to step back. The inspector charges him with aiding and abetting; the Doctor feigns remorse and heads over to the TARDIS, saying, "I'll just step inside this police box and arrest myself." The bus takes off, flying over the inspector's head and hovering over the TARDIS; the door opens as the others watch. Smiling down at the Doctor, Christina happily tells him, "We could have been so good together", revealing no hard feelings over her rejection. The Doctor merely smiles back and replies, "Christina, we were." Christina flies off into the night, the other passengers cheering her off, and the Doctor merely watching; the Doctor then heads into the TARDIS. The TARDIS arrives on Mars and the Tenth Doctor steps out in his spacesuit from Sanctuary Base 6 , seemingly just to relax and enjoy the landscape. Stumbling across a base inhabited by a team from Earth, he is detained by a remote-controlled robot called "Gadget" and taken inside. The base commander, Adelaide Brooke, holds the Doctor at gunpoint, demanding to know his name, rank and intentions; he responds "the Doctor; doctor; fun." The crew wonder if he's from a rival space agency, to which the Doctor decides to agree to; he then asks who they are. Adelaide scoffs at him; everyone on Earth should know who they are, they're the first colonists on Mars. The Doctor realizes that the date is 21 November 2059, and this is Bowie Base One. History has it that on this date, the base was destroyed in a mysterious explosion and Brooke and her crew were all killed. Unwilling to break the laws of time and interfere with a "fixed point" in history, the Doctor states that he is sorrow with all his hearts, but he needs to leave. However, a crisis is developing: a crew member, Andy Stone, has been infected by a mysterious life form which takes over his body and causes him to gush copious amounts of water. Maggie Cain, another crew member, screams as Andy growls and attacks her, leaving her unconscious in the biodome corridor. After second-in-command Ed Gold attempts to establish contact with Andy and Maggie over the comlink and they hear Andy's guttural snarls over the comlink, Adelaide confiscates the Doctor's spacesuit, thinking he may be responsible for the infection in some way, and orders him to come with her and physician Tarak Ital, MD, to investigate. As the Doctor, Adelaide and Tarak walk down the corridor with Gadget, operated by Junior Technician Roman Groom from the central dome; the Doctor finds it annoying that the robot repeats its name. The Doctor asks the famous Adelaide Brooke if the Bowie Base One mission was worth everything she sacrificed, to which the Captain replied that Earth was reaching the point of uninhabitability with all the smog and pollution, all of which pushed humanity to the brink of extinction, and that to walk on another planet without any smoke but just infinite sky. yes, it's worth it. The Doctor is greatly impressed, and tells Adelaide that she was the woman with starlight in her soul. Adelaide says nothing, but her expression is thoughtful. As they walk down the corridor, Adelaide's torch picks out Maggie's unconscious form, and they race to her. She is still alive and breathing, but has a nasty gash on her head. Tarak calls Nurse Yuri Kerenski over the comlink, who arrives with a medi-pack for Maggie and a stretcher. Ed also arrives, after realising that only one other person was in the biodome — officer Andrew Stone. Ed tells Maggie that the only way this couldn't have been an accident was that Andy has gone berserk. Adelaide dismisses him using rank and security protocol. Meanwhile, Senior Technician Steffi Ehrlich checks the growling noise on the diagnostics unit of the computer, and is shocked to discover that the growling was the voice of Andy Stone. She calls Adelaide on the comlink to warn her that it seems Andy has gone wild. Adelaide, Tarak and the Doctor step into the dormant biodome, and using his sonic screwdriver, the Doctor restores the lights, all of which had been shorted out by the infected Andy. Tarak goes to the left to check the biodome airlock doors, while Adelaide and the Doctor go to the right. Maggie awakens as they walk down the biodome, unwittingly carrying the mysterious virus which is hiding in her body, but she has amnesia of the previous occurrences. Slightly groggy, she tries to get Yuri to open the door for her to come out, but Yuri refuses, saying a little rest won't hurt. As he turns his back, however, Maggie's features crease into a disapproving frown, indicating that she is not herself anymore. Tarak is the first to find Andy, who swings round onto him and infects him with the virus by pouring water over his head, causing Tarak to acquire the same zombie-like characteristics that Andy has. At that point, in a conversation with Yuri, Maggie's virus finally becomes active. The organism occupying her body reveals its desire to reach Earth, a planet rich in water. Yuri is first alerted to her transformation when she speaks in a deep voice distorted by the internal fission, "We should like that world", while gazing at planet Earth on a monitor, and Yuri, stammering in horror, briefly describes what has happened to their comrade: the skin around her mouth has become horrifically cracked and broken, her teeth have blackened and she is emitting water in an overwhelming torrent from her mouth, as if she is drowning. Adelaide, realising the biodome is unsafe, tries and fails to establish contact with Tarak over the comlink, and then she and the Doctor run back through the dome in time to see Tarak transform. While Adelaide points her gun at her infected crew member, the Doctor tries to encourage Andy to take his dripping hand away from Tarak's head. Amazingly, Andy seems to obey, and yanks his hand away from Tarak, who collapses as his mutation is completed. The Doctor then acts friendly and introduces himself to the infected man, but then Tarak flicks his head up and turns to face them, and they are horrified to see that Tarak now looks just like Andy — the skin of his mouth has cracked, his eyes are a dead, white-blue, his teeth have gone black and copious water pours from his mouth. The Doctor, realising they have to get away, runs with Adelaide hot on his heels, but then Andy and Tarak run after them back through the dome to the door, whose seals are set at maximum, just as Andy fires a thick stream of viral water from his hand onto the door. Not a single drop gets inside, but Andy then steps closer to the door and slams himself against it. Ed reaches the medical dome to see Maggie for himself. He is shocked by her appearance, and his face shows his fear. Steffi, geologist Mia Bennett and Roman look through the medical dome camera at Maggie, and Steffi wonders what she has become. She calls Adelaide over the comlink, begging her to come back, but Adelaide orders Ed to make sure that Maggie is contained. Ed confirms it, then Adelaide orders all the water supplies to be closed down, and also orders the others: "Don't drink the water, don't even touch it, not one drop". The Doctor examines Andy, who looks at him with his dead white eyes, and suddenly grins. The Doctor fails to get a response from the zombie or his friend standing behind him. Andy then starts examining the door, and the Doctor realises that humans are 60% water, so they are the perfect host for something like a mutating water virus. The Doctor says he has to go, and that he can't stay to see what happens, leaving Adelaide confused. Suddenly, Andy slams his whole body against the door, making both the Doctor and Adelaide jump. Andy growls at Tarak, who then attacks the door by firing water from his mouth into the side, fusing the systems and causing the tortured door to open. The Doctor and Adelaide escape and start running down the corridor back to the central dome, but Andy and Tarak then break out of the biodome doors and race after them. Realising that the infected men can run faster than them, the Doctor sonics Gadget, making him able to move considerably faster, and he and Adelaide hitch a ride on the robot, which causes agony to Roman Groom, the robot's operator; the Doctor notes the crew should have had collapsible bikes brought along. Andy and Tarak, still infected, chase the Doctor, Adelaide and Gadget back to the central dome, but are unable to pursue them any further due to the hardinger seals in the central dome airlocks and are contained in the base's "bio-sphere" section while Maggie is secured in the medical wing. The Doctor, however, is worried about the doors and whether they can protect them from creatures with such power, making a chilling statement, "Water is patient, Adelaide, water just waits. It wears down the clifftops, the mountains, the whole of the world. Water always wins!" In the medical dome, the Doctor and Adelaide meet the infected Maggie, who just stares at them all, but she suddenly takes an interest in the Doctor when he speaks ancient North Martian to her, Maggie appearing to understand it. The Doctor realises that, looking at Maggie's blackened mouth and cracked skin, that whatever the infection is, it doesn't just live as water, it can produce immense amounts of it. The crew plan to evacuate in an escape shuttle, and the Doctor grimly tells the news to Adelaide that they could be carrying the infection, as they discovered, from Maggie's transformation, that the infection could hide in a human and mutate it at any moment. As the Doctor and Adelaide go to inspect the glacier from which the virus came from, Maggie breaks out of confinement by seeping water into the door and alerts Andy and Tarak in the biodome corridor to the humans' plans by emitting a terrifying alien scream that is heard by the two men over a hundred metres away. The infected men slowly lower their heads and then look towards the medical dome from which the scream is coming from, then they slowly walk away. In the dome containing the glacier, the Doctor hypothesises that the virus may have been preserved and imprisoned in the glacier by the Ice Warriors to prevent its spread. However, before they can get to work, Adelaide queries the Doctor on how he knows so much about them. Reluctantly, the Doctor comments that she may have a story to tell, and Adelaide agrees. She says that when she was 10 years old, the sky had changed, as it was the moment when the Earth was snatched by the Daleks, and Adelaide says that she saw a Dalek float down to her window, and it saw her and just stared at her, then flew away. Adelaide says that she knew, someday, she would follow it into the stars. The Doctor tells Adelaide that by doing so, she has created history and reveals some information; Adelaide's infant granddaughter Susie Fontana Brooke will grow up and, inspired by her grandmother, become the pilot of Earth's first lightspeed ship. This will pave the way for generations of her descendations to explore the galaxy, with one even falling in love with an alien prince and creating a whole new species. Adelaide, amazed at what a lasting legacy her and her family will have on the galaxy, asks the Doctor why he's telling her all this. The Doctor sadly replies that he's telling her as a consolation. As Ed prepares the shuttle for take-off, Maggie infiltrates the shuttle and blasts water up the shaft into the pilot room, which cascades over Ed's arm, infecting him with the virus. However, just as the infection consumes him, and his eyes turn white-blue, Ed bids Adelaide, Yuri and Mia a final farewell, "See you later", and triggers the shuttle's self-destruct system, which traps the Flood on Mars but leaves the rest of the crew stranded with no means of escape. The Doctor narrowly avoids being caught in the blast, but nevertheless can hear the cries of the doomed and their desperation as escape seems hopeless. Tortured by their suffering, he thinks about how the Time Lords used to enforce the laws of time, but they are all dead and gone now. He is the last Time Lord; he can make his own rules. With fierce determination on his face, he returns to the base to save the crew. Finding the base falling apart, the Doctor rallies Adelaide, Mia and Yuri, and tries to assess the situation. Adelaide insists that the Flood cannot be stopped and the Doctor should save himself, but the Doctor tells of the prophecy that four knocks with precede his death and states, "It doesn't mean right here, right now, 'cause I don't hear anyone knocking, do you?!". In response, the infected Andy slams his fist against the door three times; the Doctor shouts back, "Three knocks is all you're getting!" and electrifies the door, causing Andy to conduct the electricity, scream with pain, and let go of the door. The Doctor realises that, coming from Mars, the Flood creatures would be very sensitive to heat. He reasons that if heat worked against the Ice Warriors, it would work against the Flood. He plans to activate the environment controls and boil them. Adelaide reminds him of his assertion that they must die to ensure history unfolds correctly, but the Doctor replies that as the last of the Time Lords, "The laws of time are mine, and they will obey me!" Suddenly, an explosion rocks the base, destroying its environmental controls. The Doctor states he will reactivate them from outside, only to find his spacesuit damaged as the glass in the helmet has cracked. Refusing to admit defeat, he plans to get a spacesuit from the storage section of Bowie Base, only to find the entire section flooded. At the same time, Maggie heads to the glacier and lets out a deafening shriek that begins to crack the very ice. As the glacier cracks under Maggie's screams, the base's stability begins to collapse; sensing that history will follow its inevitable course, Adelaide activates Action 5 — a nuclear device placed at the heart of the base. It will destroy the Flood, but also kill everyone else, infected or not. The Doctor, realising they have one chance, uses Gadget to roll across the Mars landscape and bring the TARDIS to the base. As time runs out, Maggie continues to wail at the glacier, causing even more ice to crack, and the other infected personnel, Andy, Tarak, Roman and Steffi begin to scream as well, adding their efforts to the Flood's release. Just as the Flood begins to escape the glacier, the TARDIS materialises in the control room, and the survivors get inside. The nuclear device explodes, destroying the base and wiping out all the Flood creatures, the explosion unnoticeable from Mars' atmosphere. The TARDIS materialises outside Adelaide's house on Earth. Mia and Yuri are shocked by their experiences on Mars and by the Doctor's power, with Mia running away in fear. Yuri promises to take care of her and also departs. Adelaide asks what happens now in regards to her granddaughter's future, and the Doctor tells Adelaide that she can still inspire Susie but now can do it face-to-face. Some of the details will be different, but history will still follow its proper course. Adelaide, beginning to realise the full implications of her survival and how it could change her granddaughter's future and that of the whole human race, warns the Doctor that he has no way of knowing that and tells him she should have been left on Mars. The Doctor argues that the rules of the Time Lords were only valid while their civilisation existed, and that since he is the last of his race he has total authority over time. He states that he no longer considers himself to have survived the Time War, but to have won it and proudly declares himself the "Time Lord Victorious" and remarks that with this power he will now be able to save influential figures such as Adelaide as well as "little people": the likes of Yuri and Mia. Horrified by the Doctor's newfound arrogance, Adelaide says: "Who decides how important they are!? I don't care who you are, the Time Lord Victorious is wrong!". After that, an adamant Adelaide returns home. The Doctor begins to walk away from her door, thinking all is well. He is grievously wrong. The windows of her house erupt with blue light as a single laser blast rings out. Adelaide has committed suicide, reverting the changes that the Doctor has made to the timeline. The Doctor feels the course of history being re-written. The people of Earth are made aware of the horrific events that occurred on Bowie Base One when Yuri and Mia eventually come forward. Captain Adelaide Brooke is now recorded as having died on Earth, with the circumstances of her suicide never found; however, Adelaide's granddaughter will still travel into space and pave the way for her future generations, inspired by Mia and Yuri's stories of her grandmother's heroism. Only now understanding the full impact of his actions, the Doctor is overcome with horror, and realises that there will be a price to pay for his interference. A vision of Ood Sigma appears in the street, prompting the Doctor to ask him whether he has finally gone too far — whether the time has come for him to die. The fear in his voice is incredibly potent. Unresponsive, Sigma vanishes, and the Doctor staggers back into the TARDIS. The Doctor is greeted by the ominous sound of the Cloister Bell warning the Doctor that for him to regenerate is near. Solemnly tossing off his coat, the Doctor contemplates this. With a defiant "No!", he begins to work the machine's controls in a desperate plight to delay his impending death as long as he possibly can. "It is said that in the final days of planet Earth, everyone had bad dreams." Everyone forgot these terrible dreams, except one man. On Earth, Wilfred Mott, is walking through the city to do his Christmas shopping. Having a vision of the Master laughing maniacally, Wilf decides to see if religion will purge these visions from his mind. Inside a church, he notices a stained-glass panel with the image of the TARDIS. A mysterious woman tells him the church was a monastery in the 1300s. It was attacked by a demon which was exorcised by a "sainted physician". When the woman suggests that the physician is returning, Wilf says it would make his Christmas and turns to find she has vanished. He has another vision of the Master laughing, startling him. Wilf hopes more than ever that the Doctor will return. In the 43rd century, the TARDIS arrives on the Ood Sphere. The Tenth Doctor emerges, wearing a straw hat and ring of flowers, seemingly having been to Hawaii. He is greeted by Ood Sigma, whom he tries (unsuccessfully) to make laugh by locking his TARDIS like an Earth car. The Doctor mentions several feats he's done since the vision Sigma sent him, including naming a galaxy Allison, seeing the Phosphorous Carousel of the Great Magellan Gestalt, and marrying Queen Elizabeth I before running away. (Although he's forgotten most of the details due to an adventure with his other incarnations.) Unfazed by the Doctor's goofiness, Sigma leads him away, with the Doctor curious about how long it's been since Planet of the Ood for Sigma. They arrive at a marvellous city the Ood have built in place of Ood Operations; the Doctor wonders how long it took the Ood to build their city. Sigma explains that it took merely a hundred years. The Doctor's smiles drops and he becomes serious, stating that this is way too fast for them. Something is happening in the past to create a temporal distortion, which is allowing the Ood to evolve at a much faster pace. Not just the city; Sigma's ability to reach into the past to contact him is something that should be centuries away in the Ood's evolution. Sigma takes the Doctor to the Ood Elders, who tell him to join hands with them. They show him a vision of the Master laughing, which scares the Doctor; Sigma explains that the Ood have been dreaming about him a lot, and are curious about who the man is. The Doctor explains that the man is a fellow Time Lord, but an evil and insane one; they should have no fear of him since he's dead. The Master's wife, Lucy shot him and the Doctor burnt his corpse to ensure he couldn't be revived or have his biology exploited. However, the Ood tell him that he missed something and show him an older woman taking the Master's ring from his funeral pyre; part of him survived. The Doctor is more than willing to leave to stop this, but is told that it's too late as the events are already happening in the past; he should not have delayed answering their summons. The Ood show him visions of a frightened Wilfred and a "King in his Counting House". The Doctor asks about Donna, but the Ood warn him that the Master is only the harold of a greater danger returning from the darkness: "the End of Time itself". Realizing what this means, the Doctor immediately runs out. Returning to the TARDIS, the Doctor unlocks it and rushes inside. He begins working feverishly at the controls, hoping to get back to London before the Master is revived. However, it seems the TARDIS isn't willing to cooperate well with him, as it constantly gives off sparks from the strain of the hurried trip into the past. In 2008, Lucy Saxon has been locked in Broadfell Prison ever since she murdered her husband. One of her warders is Miss Trefusis, the woman who retrieved the Master's ring. On Christmas Eve, the prison governor brings Lucy to a chamber; most of the staff are fanatical disciples of the Master who have worked since his death to bring about his resurrection. They pour potions into a bowl, along with the Master's ring; the only thing they need is some of his DNA. They take it from Lucy's lips; it's why the Master kissed her so much. The ceremony begins as he cultists give their life energy to revive him; Lucy tries stopping them by revealing the Master isn't human, but they know this already. The Master appears in a swirl of life energy. He greets Lucy, stating that he's missed the drumming in his head. Only now it's louder. Lucy asks him to stop draining the cultists' lives as he's taken enough to sustain himself, but he tells her they'll only be the first. Lucy tells him that she's been preparing for his return as well, and that she's had her family create a potion of death to undo his revival. After receiving the potion from her warden ally, she hurls the potion at the Master, creating a violent explosion that kills everyone and destroys Broadfell Prison. The Doctor arrives the next day, seeing that he was too late. Elsewhere, Joshua Naismith and his daughter Abigail review footage of the prison fire, seeing a shadow run form it. Smiling, Abigail realizes that Mr. Saxon has returned and that he would be a great Christmas present. Joshua tells her that he will deliver the gift, canceling Christmas for his staff; he then orders that the revived madman be brought to him. Elsewhere, Wilf pretends to leave for drinks with friends. Instead, when he meets up with them, he gives them information packets on the Doctor; they are to be on the lookout for him or the TARDIS. When questioned as to why they need to find this man, Wilf reminds them that they've all been having bad dreams about something horrible that they can't remember. THAT is why they need to find the Doctor; he is the only one who can answer this mystery. In a junkyard, two homeless people get sandwiches from a meals on wheels and leave. A hooded man arrives, being asked for his order. He pulls off his hood, revealing himself to be the Master, only with blonde hair; he states he wants everything because he's so hungry. He surprise the homeless men moments later, quickly devouring his meal. When they point out he looks like Harold Saxon, the Master starts rambling that he looks the same despite being a master of disguise. His skin turns transparent briefly with each burst of emotion, scaring the men into running back to van for help; however, they find only their skeletons. The Master ate them. Declaring it's dinner time, the Master pounces after them. The Doctor arrives in the junkyard, shortly afterwards; the Master senses this and decides to taunt his old friend by beating a trashcan to a four-stroke beat. He then leads the Doctor on a chase through the junkyard, showing amazing speed and agility. However, the Doctor quickly realizes he's burning up his own life energy; it seems the potion of death and the revival ritual resulted in a clashing, which has given the Master greater abilities that are slowly but surely killing him again. However, before the Doctor can take off after the Master, he is stopped dead in his tracks by Wilf and his information network dubbed "Silver Cloak". Minnie Hooper asks if they got the right person; Wilf confirms it. The Doctor berates Wilf for telling people about him. However, Wilf explains that he kept the specifics about the Time Lord as secret, only telling them that he could find out about the strange dreams. To the Doctor's annoyance, the group wants a picture with him; Minnie even gropes him. After retreating to a specific café with him, the Doctor answers some personal questions and then tells him the prophecy of his death. Wilf is confused, as he thought the Doctor could regenerate if he was about to die. The Doctor replies that he can potentially die before regenerating and even if he does regenerate, the man he is now will be gone forever with a completely different person left in his place. The Doctor then sees Donna standing outside, arguing with a police officer over her ticketed car, and realises why Wilf insisted on this particular café. "She's not changed" the Doctor laughs. Wilf says she's engaged to Shaun Temple; although he is nice enough, the two are barely making ends meet and can only afford a tiny flat. The Doctor wonders if her married name will be "Noble-Temple" as it sounds like a tourist attraction; however, Wilf states it will be "Temple-Noble". He pleads with the Doctor to at least go up to her and say hello to her, but the Doctor sadly reminds him that if Donna remembers him for even a second, she will die. Wilf then asks who the Doctor is travelling with now, but the Doctor replies he has no-one and thought it would be better that way but with no-one around him, he made some very bad choices. The Doctor then starts crying, burdened by the guilt of his recent actions which also devastates Wilf. He asks if Donna could make him smile again, but by now she is gone. The narrator, his face revealed, and his voice turning scornful toward humanity, speaks of the passage of Christmas Eve into Christmas Day; the players are moving into their final positions, with each human dreaming of the arrival of the final day. In a scrapyard, the Master finishes another meal. He notices the Doctor has found him again. Rubbing his hands together, he generates some kind of electricity. He fires some shots near the Doctor as his approaches. Ultimately, he use both hands to send a focused blasts at the Doctor, managing to make him collapse to the ground. The Doctor realizes that the Master's body has been "torn wide open", allowing him to send his life energy as blasts. The Master remembers back to their childhood, where they would play. Asking the Doctor to listen to the drumming in his head, the Master touches their heads together. The Doctor pulls away horrified; it's not a symptom of his insanity. The Master becomes ecstatic to learn that the drumming is real, launching himself into the sky. However, before another chase can ensue, Naismith's men arrive and capture the madman, leaving the Doctor confused. Back at Wilfred's house, Donna's fiancé, Shaun, arrives. For Christmas, Donna gives Wilf a book called Fighting the Future by Joshua Naismith. When Wilf questions Donna giving it to him, she has a moment where her mind goes far away as she states that she saw it and sensed that Wilf should have it. As Wilf tries to watch the Queen's Christmas speech, the mysterious woman appears to him only in place of the broadcast, ordering him to take arms; she also advises him not to tell the Doctor of what has happened, so that his life can be saved. Wilf takes his old service revolver from under his bed as the Doctor contacts him by throwing a stone at his window. Outside, the Doctor tells Wilf he thinks he's connected to these events as they met one Christmas and during the Sontaran invasion, and now they've met again; he asks if Wilf noticed anything odd. Wilf tries to tell the Doctor about the Woman, but changes his mind and mentions Donna's strange moment with the book. The Doctor recognises the picture of Joshua Naismith from the Ood's vision and speculates the convergence touched upon Donna's subconscious Time Lord mind which acted to help. As they talk, Sylvia comes outside and is angered to see the Doctor. The Doctor quickly retreats to the TARDIS followed by Wilf who'd rather go with the Doctor than face his daughter. Though the Doctor refuses at first, he changes his mind upon seeing how angry Sylvia is. As the TARDIS departs, Sylvia screams after it, drawing the confusion of Donna to her mother's strange behaviour. In the TARDIS, Wilf asks the Doctor why he can't go back to yesterday and catch the Master; the Doctor says he can't go back in his own timeline. And as we all know by now, that can lead to the end of not only the world, but the universe as well. The Doctor then wonders what Wilf thinks of his TARDIS, to which he gets "I thought it would be cleaner" due to how messy the control room is. At the mansion, the Master is wheeled to Naismith and Abigail on a trolley, and strapped to it in a straitjacket. He notices the "Immortality Gate", which can heal injuries and, Naismith hopes, offer life everlasting. Naismith acquired the Gate after the fall of Torchwood. The gate came with two nuclear-powered control booths, which are set-up in a way that if a worker wishes to leave he must be replaced in the other booth ensuring that someone is working the controls at all times. Abigail learned of the Disciples of Saxon, and that Mr. Saxon was an alien; it's their hopes that the Master will be able to repair the Gate properly. With it working properly, Naismith can give his daughter immortality. The Doctor and Wilf arrive at the Naismith estate and hide the TARDIS one second out of sync, so the Master can't get to it. Their last encounter taught the Doctor to never leave the means of altering time available to a madman with an ego bigger than the size of a planet. In the basement, they discover two of Naismith's staff, Addams and Rossiter, are undercover Vinvocci, disguised with shimmers as human; the Doctor can see through the shimmers and deactivates them with his sonic screwdriver, revealing their true appearance as spiky green humanoids who resent being compared to cacti. The Vinvocci explain the Immortality Gate is a medical device that heals lifeforms across entire planets, using a genetic template. Realizing the Master's plan, a horrified Doctor rushes up to the room with the Gate. He tells Naismith not to let the Master anywhere near the Gate, which has now be repaired by the madman. Naismith assures the Doctor that the Master is secured, being proven wrong moments later as the Master blasts his straitjacket off and jumps into the Gate. Every single human on Earth sees the Master in their minds, and when Wilf also arrives seeing the Master the Doctor gets the current worker out of the nuclear booth, then has himself replaced with Wilf, and the shielding clears the old man's mind. The Doctor asks the Master if he's planning on transmitting mind-control or hypnotic instructions, but the Master has far grander plans than that. He has modified the Gate to transmit his own genetic template across the entire planet. The gate is activated, and a wave spreads across the entire planet. Everyone's heads shake back and forth rapidly; shortly after this starts, their bodies start fading in and out of a different form. Donna phones Wilf, herself immune due to the metacrisis that made her part Time Lord, and tells him the same has happened to her mother and fiance. Seeing such a sight makes Donna start to remember her travels with the Doctor in flashes, and this causes her terrible pain as her brain cannot handle her Time Lord knowledge. Wilf, frightened for Donna's life, warns the Doctor his granddaughter is starting to remember her adventures. Enraged, Wilf demands to know what the madman has done. The Master smugly asks if he was talking to him, while everyone in the room echoes the question, revealing that the Master has turned everyone on Earth into his clones. A clone who used to be Trinity Wells clearly makes his point for him: "Breaking news: I'm everyone." As the Master's duplicates unveil themselves, the Doctor is horrified to find that everyone around him, as well as the people on TV, are now exact clones of the Master. On top of that, he has become President Obama. He quickly abuses the President's mind by blanking out a financial crisis solution just to spite the world, while a crowd of his own duplicates claps, roots, and hollers for the original Master's triumph. (The Master had altered the Gate to multiply how much his DNA would affect humanity, effectively turning them into Time Lords quite literally in his image.) As the Master steps out of the gateway he tells the Doctor that the human race was always the Doctor's favourite, but it now exists no more, having been replaced with "the Master Race". Every single Master on the planet laughs together with narcissistic glee and celebration, while the original laughs in the Doctor's face. As a world full of Masters taunts and mocks him, the Doctor's face twists with extreme fury. The Narrator announces the Master and his removal of humanity is only a small part of an approaching conflict. Suddenly, he belittles humankind; this is not a narrator, but the Lord President of the High Council of Time Lords, addressing the Gallifrey Panopticon, which is packed with Time Lords. He announces that "This is the day the Time Lords return. For Gallifrey! For victory! For the end of time itself!" On a devastated Gallifrey, on the last day of the Time War, the Time Lord Council reports that the Doctor still possesses "the Moment". They have foreseen that he will use it to end the war by destroying the Daleks and Gallifrey. A Time Lady suggests that this might be for the best. At the heart of the Time War, billions are dying, being resurrected and dying repeatedly. The never-ending carnage is a travesty of life. The Lord President uses his gauntlet to vaporise her. Exploding with anger, he decrees he will not allow himself or his race to die. Finding that the Doctor and the Master both somehow survive the Time War and end up on Earth, the Council devises a plan. They retroactively implant a link to the Master during his early childhood: the four-beat drum rhythm that has tormented him all his life. They next send a Gallifreyan "White-Point Star" diamond to Earth as a more physical link. This will let the Time Lords escape from the time-lock and their impending destruction at the hands of the Doctor. (Or so they think) On Earth, the Master has the Doctor and Wilf tied up. The Doctor tries warning him about the prophecy, but the Master insists he was what the prophecy was talking about. He interrogates the Doctor as to the whereabouts of this TARDIS, as he wants the technology to pinpoint where the drumming in his head is coming from; with it duplicate over 6 billion times, it will be easy. The Doctor tries reasoning with the Master, asking him to travel with him to see the universe; he tells him "that's ownership enough". Wilf's mobile phone rings. The Master is confused, as no one but the Master Race exists on Earth; and there's no way he'd be calling Wilf. He finds the phone, receiving a call from Donna Noble. The Master hears Donna, who is confused about everyone else changing; she ran into the alley, temporarily curing herself of the visions. Suspicious, the Master demands to know why Donna didn't change. Wilfred reluctantly admits the metacrisis that made her part Time Lord. The Master sneers, "He does love playing with Earth girls!", then orders his copies to take her down. He tells "grandad" to say good-bye to the freak; Wilf orders Donna to run for her life. As Donna is cornered by the Master Race, who state they have his hunger and plan to eat her. She starts to remember her adventures with the Doctor and is scared and confused, wondering why she can see a giant wasp. Instead of burning up, she emits an energy pulse that knocks everyone unconscious, including herself. Hearing nothing and seeing the Doctor smile, the Master removes his mouth gag. The Doctor calmly points out that when he erased Donna's memories of her time with him he also left her, his best friend, with a defense mechanism to protect her from aliens and her Time Lord knowledge. He demands to know where the TARDIS is, threatening to kill Wilfred. The Doctor notes, "You know the most amazing thing about you is that after all this time, you're still bone-dead stupid." Somehow, the Master has failed to notice that the guard next to him is one inch too tall. The "guard" hits him in the head with the rifle, knocking him down. The guard is Rossiter. Addams rushes in and urges her partner to get the two men out of the mansion. Rossiter, unable to free the Doctor from the chair he is strapped to, wheels the chair bumpily down several flights of stairs to the basement, prompting the Doctor to note this as the "worst rescue ever!". From the basement, the four teleport to the orbiting Vinvocci ship, narrowly escaping the Master and his guards. Wilfred is amazed at being in space; the Doctor is more concerned with the Master. As soon as he gets out of his restraints, he destroys the teleporter, preventing the Master Race from following them. He asks for directions to the bridge; Addams initially refuses, citing that they are 100,000 miles above the Earth, but reconsiders when the Doctor points out the slight problem of the Master having every single missile on the planet ready to fire. When they arrive, the Vinvocci prepare to leave, so the Doctor destroys the ship's systems, leaving them dead in orbit. As the Doctor begins to mend the systems, Wilfred sees the mysterious woman again, who instructs him to give the Doctor his gun. The Master and his clones listen to the drumming in their heads, pinpointing the source as "from the sky". Having just been throw through the time lock, the White-Point Star falls to Earth in a blaze, landing in London. The Master soldiers pick it up, telling the original what they have found. This makes the Master crack up hysterically. On the ship, the Doctor is still repairing the systems. Wilf talks to him about many things and tries to have the Doctor take the gun to save himself by killing the Master; they believe the four knocks is the rhythm in the Master's head. The Doctor refuses and Wilf begins to cry over his fruitless efforts, prompting the Doctor to hug him. A broadcast from the Master reaches the ship; he has found the diamond. It can only mean the Time Lords are returning. Wilfred considers this good but the Doctor's reaction says quite differently. He grabs the gun and rushes for the control room. Wilf is confused as he thought the Time Lords were wise and peaceful. The Doctor tells him that's how he chooses to remember them; in reality the horrors of the Time War had changed the Time Lords, making them far more dangerous than any of his enemies. The Doctor has repaired the ship, but Addams will not have them going to Earth. The Doctor tells her "there's an old Earth saying. A word of great power and wisdom; and consolation to soul in times of need." When asked what it is, the Doctor yells "Allons-y!" and speeds the ship towards Earth. The Master decides to kill the Doctor as "soon [he'll] have Time Lords to spare", sending missiles at the ship. Rossiter and Wilf take charge of the asteroid lasers and blast away the missiles the Master launches at them. Addams plots a course for Naismith's mansion and the Doctor jumps from the ship, crashing several stories through the skylight and into the Immortality Gate room. While he recovers from is being dazed by the fall, he finds himself too late. The Master has brought the Time Lords back. Not only is the Master in the room, but so is the Time Lord Council.. The President defames the Master by noting they have been saved by Gallifrey's most infamous child. The Master, fast to retort, quickly belittles the Lord President's authority and reveals that he did not call the Time Lords to Earth to save them. He intends to implant himself in them and assert control of the entire race. However, the Lord President is not amused at the Master's assertion over his power, and demonstrates how fast he can unravel his scheme. He raises his gauntlet forward. It radiates with a blue light and the Master Race begins to revert to their unaltered human identities, causing the Master great panic as he loses his trump card. The Time Lord President tells the humans present in the Naismith Mansion to kneel. Left powerless, the Master tries to bargain with the Time Lords by reminding them that he was their salvation. However, the whole planet shakes intensely. The President announces that "the approach begins". The Master is confused by his cryptic words; the Doctor angrily tells him that not only the whole species of Time Lords are coming back, but so is the planet. Gallifrey begins to materialize near Earth, fulfilling the prophecy that "it" is returning. Standing three times the size of Earth, it shadows over the other planet with an air of doom. Panic erupts in the streets of London as the giant red world of Gallifrey manifests above the atmosphere, with the Earth herself trembling in fear. Shaun Temple goes searching for his fiancée Donna, while Sylvia Noble looks up at the ominous sky and prays for the Doctor to save them. Wilf, having left the Vinvocci shuttle, makes his way through the crumbling Naismith Mansion to find the Doctor. Refusing to stay on Earth as Gallifrey threatens to knock it out of orbit, Addams immediately readies the shuttle for takeoff. Rossiter is concerned about the Doctor's fate, but Addams shrugs and reminds him that he already said he was dying. All the residents of Naithsmith Mansion, including Joshua and his daughter, flee from the residence. Joshua spots Gallifrey's descent and is affixed with terror. Wilf returns to help the Doctor, freeing a trapped man in the control booth and trapping himself in the process. The Master thinks that the Time Lords' restoration to the universe is fantastic, but the Doctor tells him that the broken time-lock means that all of the other horrors born in the last days of the Time War, which he had sealed away in the Time Lock as well, would also be released. The Daleks would not be the only additional escapees; they would be joined by the Skaro Degradations, the Horde of Travesties, the Nightmare Child, and the Could've Been King with his Army of Meanwhiles and Neverweres, seeing the war turning to Hell, which is exactly what the Master has unleashed above Earth. The Master delights at the thought of such chaos, but the Doctor tells him that not even the Time Lords can survive such an onslaught. The Lord President then reveals that he had planned to deal with these horrors by initiating the Ultimate Sanction; a plan for the Time Lords to survive the collapse of all creation and all time, as the paradox of Gallifrey's return to the universe rips the Time Vortex apart, by ascending their conscious minds beyond the need for bodies. The Master asks to join them, but the President refuses, contemptuously dismissing the Master as "diseased, albeit a disease of [the Time Lords'] own making," and moves to kill him. Then the Doctor aims Wilf's gun at the President, who cautions the Doctor to "choose [his] enemy well." Even the Master goads him on, urging him to kill the President and claim Gallifrey for himself. At this, the Doctor spins and aims at the Master, who realises that the link that brought the Time Lords to Earth is inside his head, and if he dies, the link is broken and reforms the Time Lock. He points out that killing the President would have the same effect. Finally, in this dark hour of the Doctor's life, one of the "disgraced" Time Lords covering her eyes behind the Lord President reveals herself to the Doctor; she is the mysterious woman that Wilfred had seen on a number of occasions. As she casts her gaze to a spot behind the Doctor, he not only seems to recognise her, but now knows what to do: he whirls and aims toward the Master once again. As the Master's face falls, the Doctor orders him to get out of the way. Suddenly understanding, the Master smiles darkly and jumps away from the White-Point Star just as the Doctor shoots it, and its destruction severs the link and reinforces the Time Lock, pulling the Time Lords back into the Time War and to their inevitable doom. The Doctor sends them "back into Hell", and identifies the Lord President as Rassilon. As Gallifrey vanishes back into the Time Lock, Rassilon refuses to die alone and prepares to kill the Doctor. The Doctor is ready for the prophecy to be fulfilled but the Master orders the Doctor out of the way and attacks Rassilon with his life force energy powers, shouting that Rassilon was responsible for everything that had happened to him. As the Master counts the drums one last time, his blasts occupy Rassilon long enough for a bright flash of light to send the all of them — the Time Lords, Rassilon, Gallifrey, and the Master, back into the last day of the Last Great Time War. In the streets, Sylvia and the other humans watch as the giant red planet fades away and allows the sun to shine. The Doctor struggles to his feet, weary, but happy, almost in disbelief that he has survived the prophecy. "Knock, knock, knock, knock" The Doctor's face turns from relief to horror as he hears the four hesitant knocks portending his death. The knocks persist, condemning him further. As he slowly turns, he sees where they are coming from — Wilfred is still trapped in the nuclear booth and wants to be let out. The Doctor, leery to approach the booth, looks at him with dread. As he suspects, Wilfred's life is in dire straits. Upon inspection of the booth, the Doctor tells Wilf that the Master left the nuclear bolt running. The machine has gone past critical and is about to overload, which will release a lethal dose of radiation into the booth and doing anything to it, even using the sonic screwdriver, will set it off. The only way to get Wilf out alive is for the Doctor to walk into the open side of the booth and push a button to release the one-way lock, but this means the Doctor will be trapped inside in place of Wilf to endure the radiation blast. At 500,000 rads, it would inflict catastrophic damage to his body. Wilf tells the Doctor to leave him. Since he's lived a full life, it doesn't seem worth it for his friend to give up his own just for Wilf's sake. The Doctor pretends to callously accept Wilf's offer, but knows he cannot allow the sacrifice. His spirit finally shattered, the Doctor cuts loose with a rant of anger, grief, and frustration. He rages and chokes back tears about how despite everything he's done he's still going to die just because Wilf had to climb into the booth and he's just an old man, "not remotely important"; he could just be left and the Doctor could live so much longer and "do so much more". Then he snaps out of this self-absorption and realises what he's just said. He knows he can't leave Wilf to die and concludes that a Time Lord sometimes lives too long. Despite Wilf's protests, the Doctor enters the opposite booth and frees him, releasing the radiation into his booth. The Doctor writhes in intense pain until he finally collapses and the booth itself goes dead from the loss of power. After a few seconds, the Doctor gets up, having absorbed all the radiation from the nuclear bolt. At first, it looks like the Doctor has survived; however, when Wilf comments that the Doctor acquired some battle scars in the course of stopping the Time Lords returning, the Doctor passes his hands over his face, healing the wounds he had sustained earlier from crashing through the skylight into the mansion in the process. In response to Wilf's surprise, the Doctor examines his hands and announces that "It's started"; his body is preparing to regenerate. The Doctor takes Wilf home and tells his friend, "I'll see you again, one more time." When Wilfred asks where he's going, the Doctor simply states, "To get my reward." The Doctor travels to various places where he has brief, mostly distant encounters with recent friends. He saves Martha and Mickey (now married) from a Sontaran sniper. He pushes Luke Smith out of the path of a car, and exchanges a meaningful look with Sarah. He goes to an alien bar where he connects a despondent Captain Jack with midshipman Alonso Frame. All of them realise they are seeing him for the last time. He visits a book signing for A Journal of Impossible Things by Verity Newman, Joan Redfern's great-granddaughter, to find out if Joan was happy in the end (she was). He appears after Donna's wedding, where he gives Wilfred and Sylvia the gift of a winning lottery ticket (purchased with a pound given to him by Sylvia's late husband) to pass on to her, solving all their financial problems. He returns to the Powell Estate early on New Year's Day 2005, where he sees Jackie and Rose heading home after the New Year's celebrations. After Jackie departs, he talks to Rose, keeping himself partly hidden in the shadows. When the Doctor asks her the year, she responds, "January 1, 2005". The Doctor tells that she'll "have a really great year." She smiles and leaves. The Doctor staggers away, the pain of the radiation poisoning finally setting in. A few feet away from the TARDIS, he collapses. He looks up to see Ood Sigma, standing calmly. As the Doctor struggles to his feet, Sigma tells him that the universe will sing him to his sleep and "this song is ending, but the story never ends." On the Ood homeworld, the Ood sing "Vale Decem" (Goodbye Ten) in chorus. The Doctor enters the TARDIS. After tossing his coat on one of the coral structures, he notices his right hand glowing with regenerative energy for what he knows will be the final time. He sets the TARDIS in flight as he circles the console. Tearfully, he utters: "I don't want to go." As the words leave him, golden energy radiates from both his hands and face as he breathes heavily. Taking a deep breath, the Doctor stretches his arms out as golden energy bursts from his hands and head and his body regenerates. The regenerative energy shatters the TARDIS windows and set the console room ablaze, destroying columns, blowing out the lights of the console room, and raining debris down from above. The Doctor's face is consumed by the regeneration energy. The Doctor closes his eyes as his facial features fade and morph into those of a young man with a swirl of brown hair. The young man is screaming in pain. As the strain of the regeneration wears off, the Eleventh Doctor stumbles back with a look of surprise. He quickly examines himself to make sure all his body parts are still in the same place, and his long hair causes him to think he'd become a girl for a moment (a quick feel of his Adam's apple confirms he's not). Also, much to his annoyance, he is still not ginger, but has dark hair again. Remembering there was something important he forgot, the Doctor tries recalling what it was until another explosion forces him to his knees. Realising that what he was trying to remember was that the TARDIS is now crashing, the Doctor oddly seems happy as he jumps over to the monitor — it shows the ship spinning wildly towards Earth. Delighting in the chaos, the Doctor clings to the console and gleefully shouts, "Geronimo!" Inside the TARDIS, the Ninth Doctor has said good-bye to Rose and regenerates into his tenth incarnation. After finishing setting course for the planet Barcelona in 5006, he asks a shocked Rose what he looks like — before he reconsiders and inspects himself. "No, no, no, no, no, no, no, no, don't tell me. Let's see. Two legs, two arms, two hands. Slight weakness in the dorsal tubercle. Hair! I'm not bald! Ooh, big hair. Sideburns! I've got sideburns! Or really bad skin. Bit thinner — that's weird, give me time, I'll get used to it. I have got a mole. I can feel it." Rose, however, is unsure of who the Doctor is now, due to his regeneration, and can't bring herself to accept that he has changed into a new person. She questions the Doctor, thinking he might be any of the number of aliens they have encountered on their journeys, saying that he could even be a Slitheen in a human suit, and demands that he "send the Doctor back right now!" He allays her doubts by telling her the first thing his last incarnation told her: "Run!" Happy with the breakthrough, the Doctor starts excitedly reminiscing about their other adventures together. Rose now accepts that the Doctor is himself, but wonders if the Doctor can change back into his old self. The Doctor asks if Rose wants him to, which she does. Deflated and saddened, he tells her, much to her displeasure, that he cannot. The Doctor worries that Rose may want to go home, instead of continuing her travels with him, and plots a course for the Powell Estate at Christmas 2006, rather than going to the planet Barcelona as his ninth incarnation had initially suggested. Rose, still a bit cautious about it all, asks the Doctor if she is really going home, and the Doctor answers that it will up to her. "Back to your mum. It's all waiting. Fish and chips, sausage and mash, beans on toast. No, Christmas - Turkey! Although, having met your mother, nutloaf would be more appropriate." Rose can not help but smile a little at the Doctor's joke, which cheers him up a bit, but just then his regeneration starts to go wrong and he begins to spasm and act slightly crazed, and bursts of regeneration energy starts flowing from his mouth while the TARDIS shudders, as if in sympathetic response. Rose asks the Doctor to return them to Satellite 5 to retrieve Jack Harkness to see if he could help out with the Doctor's current problem, but he dismisses the idea and says that Jack is busy rebuilding the human race after the Daleks' attack. The Doctor irrationally sets the TARDIS on high speed, and in a brief moment of clarity, tells Rose that the regeneration this time means he can't control himself and that she must hold on to something, before he becomes completely maniacal again and shouts that he is going to break the time limit, overhearing Rose's protests and pleas for him to stop. With the Cloister Bell warning of imminent danger, the Doctor laughs madly at the chaos going on inside the console room as the TARDIS spins wildly in the Time Vortex and heads for Christmas Eve at the Powell Estate. The Tenth Doctor has just said goodbye to Martha, and is attempting to take off when the TARDIS goes haywire. Suddenly, someone else is in the TARDIS: the Fifth Doctor. The Tenth Doctor realises straight away this is his past incarnation and excitedly begins reminiscing about his adventures in his fifth incarnation, much to the latter's confusion. The Fifth Doctor, irritated, decides that the strange, skinny bloke in his TARDIS is an obsessive fan of his — possibly affiliated with LINDA. The Tenth Doctor, to his own bewilderment, can't convince his past self otherwise, butting back about the Fifth's need for brainy specs and a celery stick as a clothing decoration. Meanwhile, the collision of the TARDIS with its past (or future) self threatens to tear a hole in the universe the exact size of Belgium (which, as the Fifth Doctor remarks, is a rather undramatic description). The Fifth Doctor despairs of finding a solution in time, but the Tenth purposefully, if maniacally, manipulates the TARDIS controls, and averts the disaster. The Fifth Doctor is stunned - firstly at the unexpected solution, as the Tenth has managed to create a supernova at the exact same time and place as the impending black hole to cancel it out, and then at the realisation that the other man is in fact his future self. His later self knew the solution only because he would remember witnessing it now The Tenth Doctor starts reminiscing once again, telling the Fifth Doctor that he loved being him and having his youth and optimistic worldview. He reveals that he took quite a few of his current traits from him, such as wearing trainers with his outfit and having a voice that becomes squeaky when he shouts. Plus, he demonstrates that he too has his own "brainy specs". The two Doctors then bid each other a warm goodbye: "To days to come," says the Fifth, raising his hat. "All my love to long ago," replies the Tenth with a bow. The time streams then start separating. As the Fifth Doctor rejoins his, he calls out one last time, warning his future incarnation to put up his TARDIS shields. But, suddenly, it's too late to put up the shields, and the Titanic has plowed through the wall of the TARDIS. Alone in the TARDIS, the Tenth Doctor is busy composing his own piece of music. He is quickly jotting down his musical score with an ink pen and fingertips covered in inkblots when an alert sounds. Investigating, he realises that there is a teleport breach due to the TARDIS's shields being down for just a few minutes. At that moment, a Graske suddenly appears, much to the Doctor's annoyance. Before the Doctor can do anything, the Graske inquires to what the harmonious sound echoing through the TARDIS is. The Doctor claims that this is the Music of the Spheres, which is the sound of planets orbiting stars and stars orbiting the galaxy and galaxies orbiting each other making up the universe, the gravity patterns of which are fed through the TARDIS' harmonic filter. The Graske claims that he is here to warn the Doctor of a hole in space, which manifests itself near the entrance of the TARDIS. Looking through the hole, the Doctor realises the hole has appeared in the Royal Albert Hall in London, during the Proms. Seizing his chance, the Doctor passes his sheets of music through the hole to the Albert Hall, and asks if the orchestra would play it. He also asks the conductor to step down, as he will conduct the orchestra himself using his Sonic Screwdriver, which he does, rather flamboyantly. He calls the piece "Ode to the Universe", and thanks the orchestra for playing it, where he realises that the Graske has travelled through the hole, arriving in London. Coming to the conclusion that the Graske was lying to him in order to reach Earth, he stops him from creating any more trouble by reversing the polarity of the neutron flow, which sends the Graske back to the TARDIS. The Doctor then sends him to the end of the galaxy using his screwdriver. He then says farewell to the audience, but not before informing them that everyone is a musician, and that they can hear the Music of the Spheres by closing their eyes, and listening to the universe. Baltazar is aboard his spaceship looking upon a digital display of the Earth. Caw is with him, in a spherical cage. Baltazar gives the order for the plasma cannons to prepare to fire upon the Earth. The TARDIS materialises aboard Baltazar's ship. The Tenth Doctor and Martha Jones step out, and the Doctor tells Martha of Baltazar's title as scourge of the galaxy. Baltazar reveals that his plan is to consume the earth in a field of plasma fire that will compress all carbon-based life forms and reduce them to diamonds. The Doctor reveals his plan to stop Baltazar using a spoon he produces from his pocket — which Baltazar chops in half, causing it to fall upon the deck. The Doctor explains that the spoon was made on a planet that specialised in hydroxide fungus, which causes the deck of the ship to rust quickly. Baltazar falls through the rusting floor. At Martha's prompting the Doctor frees Caw from his cage with his sonic screwdriver before flying off in the TARDIS. The Doctor predicts the most likely planet for Baltazar to be put in prison would be Volag-Noc. The Doctor asks Martha to give him three random numbers for the destination settings — which take them to Copacabana Beach. As they fly off, Baltazar's ship falls apart with the rust but Baltazar escapes riding on Caw, vowing to get back at the Doctor. The Doctor is flying the TARDIS at high speeds, when Caw catches it in flight, and takes it to his home planet of Pheros. He gives Martha a brooch, a present for saving him, then tells the Doctor that Baltazar has been released from jail — and that he fears that Baltazar will come after him as he sold him out. Caw goes on to say that Baltazar is looking for the Infinite — an object that will give him his heart's desire. The Doctor believes this to be just a legend, but Caw tells him that Baltazar knows how to find it. He coughs out a data chip — which Baltazar has given him for safe keeping — and tells the Doctor that you need to use each chip to find another one — then that will lead you to the Infinite. The Doctor goes to break the data chip to keep the Infinite lost, but Caw stops him, saying that Baltazar has a copy. The Doctor decides to go on the quest to prevent to Infinite fall into Baltazar's hands. As he leaves in the TARDIS, Baltazar is revealed behind it. Caw confirms that the "tracker" is in place — and Baltazar boasts that the Doctor will lead him to his heart's desire — and he will have his revenge. The Doctor and Martha land on the first planet — called Boukon, a world heated by artificial suns and where Oil Corporation is taking the last of the oil to fuel the empire, because they ran out on Earth. The rigs begin to move towards the travellers when a ship comes up from the sand and uses ropes to attach itself to one of the rigs. In the process, the TARDIS falls off the edge onto the sand. The captain introduces herself as Captain Kaliko, and explains that they are destroying the rigs to help "fuel the poor" because prices have become too high. She then accuses the travellers of being Oil Corp spies, and orders her (literal) skeleton crew to kill the travellers. As they march on the Doctor and Martha, one of the skeletons, the first mate called Swabb, fires his gun to stop them, and suggests that they dispose of the bodies in the rigs they have destroyed to make it look like an accident. However, he whispers to the Doctor that they will be all right, making the Doctor think he is an Oil Corp spy. The captain makes them walk the plank, but the Doctor threatens to use his sonic screwdriver to destroy the ship. At that point, Swabb confirms the Doctor's suspicions by revealing that he is an Oil Corp spy, and asks the rest of the crew to help turn on the captain, promising them new bodies. The Doctor explains they are not with Oil Corp, but Swabb says it doesn't matter and orders the rigs to attack the ship. The oil rigs are not very good shots, but eventually they hit the ship, and it crashes into the sand. Martha is threatened by Swabb — who says that he will take Martha's body as his new one, but he doesn't notice the Captain sneaking up behind him. Before she shoots, the Doctor comes up with his head in the steering wheel, knocking Swabb onto the plank. Kaliko withdraws the plank, causing Swabb to fall onto the sand, though he survives. The travellers then turn to the Captain, asking her about her earring. She guesses that they are looking for the Infinite — and takes off in her escape pod. The Doctor and Martha go looking for her, and find the wreckage of the ship — with the captain dead. They take the data chip and move on to the planet of Myarr. They arrive in a city — which Martha notices is missing lights. Suddenly, they are faced with bugs which swarm around them. As the bugs continue to swarm, the travellers are saved by Ulysees Meregrass — a toad like creature — who explains that he has an understanding with the bugs — which are called Mantasphids. He explains that they are at war, and that he is providing arms for their Queen. As they talk, they hear the sirens of ships approaching. The ships attack the area, and hit a tower — which falls towards Martha. Martha wakes up, and the Doctor explains that the tower was actually made of Dung. He then talks to the Queen about the humans, but she says that she already has an adviser in Meregrass, though the Doctor says he is an arms dealer. As they talk the bugs reveal that they have caught a pilot of one of the ships. The Doctor asks to see what they are fighting, and a strange creature comes in. He goes towards the Doctor with his arms stretched out to attack him. Martha spots that the creature is actually just scared, and the Doctor removes the mask to reveal a human — who introduces himself as Pilot Kelvin. He explains that it is actually the bugs who are attacking the humans — saying that the bugs have destroyed his home and killed his parents. The Doctor demands to know why, and the queen explains that the planet has lots of Dung. Meregrass then asks for his money for delivering the weapons, but the queen refuses, saying that they do not make deals with fleshy bipeds. However, they hear the sirens of ships attacking again — and Meregrass leaves the queen saying that he only helped because he thought he would be paid, meaning he doesn't give them the code to activate the weapons. The Doctor notes that they can't let him get too far as he had the data chip. He then asks Kelvin what the ships will do, and Kelvin says that they will burn the whole area. As the Doctor ponders this, the ships get closer to the bugs. The Doctor asks Kelvin to order the ships to stop — saying that the bugs can surrender, because they have a right to live. Kelvin says that there is no protocol for dealing with bugs, so Martha says that they should surrender for them. Kelvin opens a communication to the commanders, and the Doctor (in a pirate voice) surrenders for the bugs, claiming he is "Doctor Vile" and was holding their Queen hostage. He then asks the bugs to provide light for the humans to help combat the oil shortage, and leaves to avoid being captured. As they go down a tunnel, they find Meregrass Dead, and note the similarity to Kaliko earlier. However they have to move on and find the next chip — which is on Volag-Noc. They arrive on the planet — which is the coldest place in the galaxy. Martha asks where the prison is, when the Doctor is suddenly caught in a circle of lasers, and taken below the surface. However, he has simply been taken into the prison, along with Martha. They are met by a robot, which confiscates the Doctor's screwdriver, and then scans them for convictions. Martha has none, but the Doctor has several and is sent to prison cell 8447. The bot then takes Martha to the Governor of the prison. The Doctor arrives in the cell, where he introduces himself to his android roommate. He then starts to help the android — who is suffering from a pain. Martha meets the Governor, and demands that the Doctor be released — but notices the safe which contains the data chip. The governor reveals the Doctor's charges — and says that this earns him 2 billion years in prison. In the cell, the Doctor realises that the android has been inhibited, and the android helps him escape. The Governor is informed of the breakout in the cell, and accidentally reveals that he is not the real governor. Suddenly, a mysterious force starts cutting through a door at the side. The door bursts open, and the Doctor is revealed with the real governor, who is attacked by the other security bots. The Doctor uses the Psychic paper to find out that the fake governor is actually Constantine Ethelred Gurney who have broken back into prison because of the governor. Meregrass sold him a program meaning the warders saw him as Governor Locke. Locke orders that all prisoners be killed because they are beyond rehabilitation. Gurney shoots the android once, and escapes in the lift — chased by Martha. The Doctor manages to stop the cells from being sterilised, and then heads out to help Martha. Martha chases after Gurney, but he threatens to shoot her — when suddenly Baltazar flies in on Caw, proclaiming his revenge. Gurney shoots Caw, forcing him to crash, though Baltazar goes after Gurney — Martha goes over to Caw as he is dying, and Caw explains that he was promised Gold for helping Baltazar. The Doctor arrives — but cannot help. Baltazar comes over and explains that he needed the Doctor's help to get the data chips — and says that he killed both Meregrass and Kaliko to help their quest and now has Gurney's chip. He forces them in the TARDIS, and explains that he has tracked them using the brooch that Caw gave Martha. He knew that only the Doctor could read the chips as they are older than recorded history. He then forces the Doctor to use the chips to find where the Infinite is, and then makes him set the controls for, saying he will kill Martha if he doesn't help. Once the Doctor has set the controls, he shoots the Doctor because he doesn't need him any more. The Doctor wakes up on the snowy surface, which is deserted. In the TARDIS, Baltazar and Martha reach the Infinite — and he forced Martha to look for the hold of the ship. She walks along, and is met by the Doctor, who hugs her. At the same time, the Doctor arrives on Squawk — who has difficulty landing. Baltazar tries to turn Squawk, but the Doctor throws a rock at Baltazar to shut him up — he then demands to know where Martha is. Martha, still in the hold — asks the Doctor about the treasure — to which the Doctor replies "the heart's desire". She realises that this is not actually the Doctor, but her Heart's desire. The fake Doctor then glows white inside — ready to attack Martha. The real Doctor arrives, and explains that Martha has to get rid of the illusion, which she manages by saying that she doesn't believe it. The ship then tries to find the Doctor's desire — but fails. The Doctor explains to Martha how he arrived after three years on Volag-Noc — he has grown Squawk by feeding him gold, and then he upgraded his fusion chamber to make it travel faster than light so that he can catch up the two and three quarter years. He says the ship once had one of the Great Old Ones, but by now it is dead and there is only an echo left, enough to show your heart's desire. As he talks, Baltazar arrives and sees lots of gold, with which he plans to make a fleet and destroy the Doctor, Earth and Volag-Noc. Martha and The Doctor try to convince him that this is just an echo of its power, but he doesn't listen. The Doctor uses his sonic screwdriver to destroy the ship, and they head to the TARDIS. The Doctor stops Baltazar from entering, and they take off. The Doctor explains that he has left Squawk to take Baltazar, who is returned to Volag-Noc and imprisoned. The Doctor then asks Martha for more destination settings as they go on their way. A ship is being chased by two white ships. It is fired at and crash lands in New Mexico, 13 June 1947, at the site of Roswell. Dry Springs, Nevada, 11 years later. The TARDIS lands at a diner. The Tenth Doctor meets two people: Cassie Rice and a man called Jimmy. He notices a piece of alien equipment on the table, picks it up and it activates. Two men in black suits are outside the diner. One walks in after a small confrontation. They end up having a brawl. He chases the trio out and they get in Jimmy's truck. Jimmy and Cassie tell the Doctor of the Roswell crash and how near they are to Area 51. Jimmy is convinced that aliens have been killing his cattle as he works at a ranch. Cassie says a cougar did it. The Doctor makes Jimmy stop the truck where he sees a large footprint. The three of them are confronted by a large alien which the Doctor says is a Viperox. Cassie screams piercingly, angering the alien, who threatens to attack them. Jimmy catches and restrains Cassie, and the three of them run for their lives as the Viperox chases them. Suddenly, the Viperox is hit by a missile aimed at it by a helicopter. The helicopter lands and a man walks out and arrests them and takes them to Colonel Stark at Area 51. At Area 51 the three are locked up in a room together, until Stark arrives and tells them that their minds are to be wiped completely. The Doctor, Cassie, and Jimmy are escorted to the lab by soldiers, who strap them down on operating tables and turn on the gas. Stark taunts the captives for a short while before leaving the room. As he walks out, the Doctor manages to free himself and turn off the gas. He then releases Cassie and Jimmy, and the three of them escape through a ventilation shaft. As they get through they come out and go to a corridor. The alarm rings and soldiers come out. They hide in a lab where they see a blue female alien sealed off behind glass. Soldiers burst in the lab and the Doctor, Cassie, and Jimmy go up a lift. Once the lift gets to the top, however, they are faced with armed gunmen. The Doctor tells his new friends to put their hands up and smile. In General Stark's office, a Viperox threatens Colonel Stark that the Colonel's failure would have dire consequences for the Earth. The Doctor, Cassie, and Jimmy are being lead to the gas room when they come across an alien ship. The Doctor uses his sonic screwdriver and lowers it. All three enter it and the Doctor launches it. The controls are a bit wonky. General Stark is in the room with the Viperox Leader. He notes that this Doctor is not human. The space ship crash lands. Stark detects this and orders a landing team to search for the Doctor. The trio makes it out of the crash unhurt. They find a ghost town which was abandoned during the gold rush. They enter a room and light a gas lantern. When Jimmy goes to look around, he finds the floor being completely destroyed. A Viperox arm grabs him and pulls him down into a tunnel. The Doctor and Cassie hear his cries and run after his voice. They find Jimmy being tied up in some sort of hardened insect goo. The Doctor confronts the leader Lord Azlok, who detects the Doctor's two hearts. While he is distracting them, Cassie lets Jimmy free; the Doctor learns the Viperox have no interest in conquering Earth - they are merely hunting for an old enemy of theirs. In a bid for protection, Cassie chucks the gas light at the Viperox leader and his guards before the Doctor can learn more. The Doctor, Cassie, and Jimmy run down a tunnel and find eggs of hatched Viperox. The Doctor discovers the Viperox have laid eggs and not brought an army, being very clever. A few tens of young Viperox surround the Doctor, Cassie, and Jimmy. The Viperox Queen is annoyed at the Doctor, so she orders her troops to attack him and his friends. The Doctor, Cassie, and Jimmy run and find a mine cart. The Doctor sets it to go and sets a trap for the baby Viperox. The Viperox get hit in this trap and fall down. The cart speeds along but it crashes into a rock. They climb out of the cart and find four members of the Alliance of Shades. The Men in Black were sent by the Alliance to find evidence of aliens on level five planets and cover them up. Mister Dread, leader of the Men in Black and the man who attacked Jimmy, is among them. The Doctor says they will destroy anything that knows about alien invasions. Their hands turn into guns and they attempt to vaporise the Doctor, Cassie, and Jimmy. They, who turn out to be robots, are immobilised by arrows and defeated by Jimmy's grandfather Night Eagle. Night Eagle takes them to an alien he found called Rivesh Mantilax. Rivesh tells the doctor that his wife Seruba Velak is the alien the Doctor, Cassie, and Jimmy found earlier, who had crash landed in 1947; her ship was attacked by mercenaries paid to ensure she could not reach negotiations intended to create an alliance against the Viperox. Rivesh tried to find her, but he was shot down by the humans. The reason why he came to Earth was the Viperox were on the verge of winning a long and bloody war with his species, one in which his race had been all but exterminated. After Rivesh has told his story, General Stark walks in and attempts to arrest Rivesh. He announces that the Doctor helped him save the world, but the Doctor feels like that is a bad thing. The Doctor, Cassie, Jimmy, and Night Eagle are being transported to Area 51 by the US army. Night Eagle says that people like Stark are hell bent on destruction, a sentiment the Doctor shares. When they arrive at Area 51, they are surprised to see Lord Azlok there. Azlok says he and Stark have formed an alliance. The Doctor tells Stark not to trust the Viperox, as their only goal is consuming every world they encounter, but Stark ignores him and Azlok proceeds to tell them that Rivesh (who has been imprisoned with Seruba) is a geneticist who had created a weapon capable of killing every Viperox in the universe; Jimmy supports such an idea, but the Doctor retorts genocide is never a good thing, arguing that even the Viperox can change. Stark reveals that he plans to have Rivesh repurpose the ionic fusion bar to destroy Russia and end the Cold War. Mister Dread walks in, and it is revealed that he was working for Lord Azlok. He has the ionic fusion bar in his hand. The Doctor zaps him with his screwdriver and he is shut down again. He grabs the ionic fusion bar and runs off, leaving his friends behind. Stark chases the Doctor to a roof and warns the Doctor to put the ionic fusion bar down. The Doctor turns Stark around on the idea that the Viperox are enemies; Stark laughs at the idea of a few bugs conquering Earth, but the Doctor retorts that Rivesh's people were far more advanced and they couldn't defeat the Viperox; thus, what chance does humanity have? The Doctor asks whether Stark wants to be remembered as the man who saved the world or the one who destroyed it. Convinced, Stark orders his men to arrest Azlok, but the Viperox leader, who has heard everything, bursts in. Stark declares Azlok a prisoner of the United States Army, but Azlok sneers that the Viperox have laid waste to entire galaxies; the United States and Earth pose no threat. The Doctor advises the Viperox to leave Earth while they still can, but Azlok retorts that possession of the genetic weapon means nothing because it is useless without Rivesh. Taking wing, Azlok declares he will destroy the Earth and then flies off. The Doctor and Stark run down to the room where Rivesh and Seruba are. Cassie, Jimmy, and Night Eagle are there and Seruba is cradling Rivesh; seriously injured by Azlok, he is near death. The weapon is attuned to Rivesh's DNA; thus, no one can activate it but him. This is why Azlok tried to kill him. Seruba says there is something in the ship that could revive him. Stark says that anything found in the ship was stored in Area 51 Vault. With only an hour until sunset and the Viperox's impending attack, the Doctor, Cassie, Jimmy, Seruba, and Stark arrive at the vault. The Doctor asks Jimmy and Cassie to defend the TARDIS and nearby Dry Springs. Inside the Vault, the Doctor and Seruba look for the device they need. In the Viperox lair, Azlok gets the Viperox Queen to release her newly hatched brood so that they will destroy the whole town. The Doctor in the Vault comes across the Skorpius Flies, a carnivorous alien brain with alien flies hovering around it. Seruba tells the doctor she has found the device that could revive Rivesh. The Skorpius Flies chase after them until the Doctor finds a crate and hides inside. At the Area 51 base, Stark is informed that they are getting reports of Viperox attacks. He orders a row of tanks to block the Viperox off. The Doctor and Seruba avoid the flies by escaping in the crate that has been serving as their hiding place. Cassie and Jimmy are driving along with the TARDIS strapped to their pick-up. Viperox begin to emerge from the ground and one bursts its way up in front of Jimmy's truck. Jimmy manages to swerve and drives off while the Viperox chase them. Helicopters fly overhead and fire at flying Viperox. Stark is annoyed that they are losing. Lord Azlok storms in and tries to get the truth of where the Doctor is. The Doctor and Seruba meanwhile have escaped the vault. They then drive a Jeep to the base, where they see that it's under heavy attack. The Doctor is worried until Jimmy and Cassie show up with the TARDIS strapped to the back of their truck. They all travel in the TARDIS to the room in Area 51 where Rivesh is dying. In the nick of time, Seruba revives Rivesh. The Doctor asks for the device to be activated and Rivesh relishes the thought of killing the Viperox. However, the Doctor warns him not to detonate it, or it will completely wipe the Viperox out not only on Earth, but in the entire universe. He restates his beliefs and tells him that no-one should have the power to exterminate an entire species. Rivesh returns the favour of his revival and trusts the Doctor with the device. The Doctor uses his sonic screwdriver on it and then he rushes into the TARDIS and grabs a cable. At that moment, Azlok holds Jimmy hostage at the entrance to the TARDIS, threatening to kill him if the Doctor detonates it. The Doctor says he isn't going to set it off and explains that one day, the Viperox will become a peace-loving race. Azlok dismisses this as madness, to which the Doctor replies that one thing the TARDIS does have is a killer-sound system; the Doctor connects the cable to the device and unleashes a deafening soundwave that affects all the Viperox in the area. On the Doctor's orders, they retreat, flee Earth, and don't come back. Before he flees, Azlok furiously snarls, ""Your day will come, Doctor!" before withdrawing; the Doctor dismisses the warning of his impending death. After the attack, Stark thanks the Doctor and Seruba and Rivesh leave in their ship. Stark tells them to keep quiet about the events and then the Doctor suggests that Cassie and Jimmy clear up the Viperox mess. As the TARDIS departs, Cassie and Jimmy hold hands. Suffering major damage after the Tenth Doctor's regeneration, the TARDIS flies wildly over London as it enters the atmosphere. An explosion on the console inside causes the doors to unlock and the new Doctor to fall out, barely hanging onto the edge of the entrance. He tries to pull himself up as the TARDIS momentarily stabilises, though it is still heading downwards. Getting halfway in, he notices the TARDIS is heading straight for Big Ben; using the sonic screwdriver, he diverts the TARDIS just enough to miss the clock tower's spire. Pulling himself back in and locking the doors behind him, the Doctor sighs in relief. However, another explosion throws him as the TARDIS spins madly off into the distance. In 1996, Amelia Pond prays to Santa Claus in her bedroom; a crack in her wall frightens her, and she wants him to send someone to mend it. Suddenly, a crash outside catches her attention, and running to look, she sees the TARDIS lying sideways in her back garden, having crushed her shed on landing. She thanks Santa, and goes to investigate. The TARDIS doors swing open, and a grappling hook flies out, hooking onto a wheelbarrow. A soaking-wet Doctor struggles to pull himself out. He asks for an apple as they're the only thing he can think of; his regeneration is giving him a craving, which he's never had before. As he starts climbing out, he has a look down into the TARDIS, explaining that he'd had to climb up from the library. When Amelia points out that he's soaking wet, the Doctor explains that the swimming pool is also in the library right now. The Doctor has a momentary spasm, causing him to fall to the ground before breathing out a stream of golden energy. She asks him who he is, but the Doctor doesn't know yet himself; he's "still cooking". Amelia tells him about the crack, and the Doctor introduces himself, informing her to do what he says and not wander off; he promptly walks into a tree and knocks himself down — "Early days. Steering's a bit off". Inside, the Doctor tries eating an apple, but spits out the bite he took, saying it tastes terrible. He then requests yoghurt, but spits it out as well. Amelia is confused, as the Doctor had said it was his favourite. The Doctor explains, "New mouth, new rules".. More food follows: bacon ("Are you trying to poison me?"), baked beans (spit into the sink, saying, "Beans are evil; bad, bad beans"), bread and butter (after a hopeful smile, he ends up tossing the entire plate outside and roaring, "And stay out!"). Searching Amelia's fridge, the Doctor rejects carrots ("Are you insane?") before find just what he needs: fish fingers and custard. While the Doctor tries out his new delicacy, Amelia eats ice cream from the tub. The duo bonds. During their conversation, the Doctor discovers Amelia Pond — a great name, according to the Doctor, "like a name in a fairy tale" — is originally from Scotland, is orphaned, and lives with her Aunt Sharon. Upon learning that her aunt is out, the Doctor notes that because Amelia is neither afraid of him nor his strange arrival in her garden, it must be one hell of a scary crack in her wall. Ascertaining that an alien prison lies on the other side of the crack, he opens it fully with the sonic screwdriver and is faced with the alien guard — which appears to be a giant eyeball — who sends him a message on the psychic paper before the crack shuts once more. The message reads the same thing: "Prisoner Zero has escaped." The Doctor, realising the prisoner has escaped through Amelia's bedroom, rushes out into the corridor to investigate and deduces that he's missing something out of the corner of his eye. Before he can discover it, though, the Cloister Bell chimes. He rushes outside with Amelia, telling her that the TARDIS' engines are in danger of phasing out of existence. Amelia wonders how a box can have engines, and the Doctor tells her his TARDIS is a time machine. She asks to come with him, but the Doctor says it's too dangerous now, and he'll do so after taking a quick five-minute trip into the future to begin repairs. Yelling "Geronimo!", the Doctor jumps back into the TARDIS and it dematerialises before Amelia. Excited, the little girl returns to her bedroom to collect her things, not noticing that the door at the end of the corridor — the thing the Doctor was missing — has opened. The TARDIS returns in the daylight, with the materialization giving off tons of smoke; the wheezing sound it gives off is even worse than normal, due to the damage. The Doctor exits in a hurry, yelling to Amelia that he's figured out what he was missing; however, Amelia is no longer outside waiting. The Doctor runs up to the door, finding it locked; he gets the barely-functioning sonic to open the door. Rushing upstairs to the door he now knows exists, the Doctor yells Prisoner Zero is there with them. Trying to get the sonic working to open the door, the Doctor is unknowingly watched by someone from Amelia's room. Hearing someone approach, the Doctor asks if it's Amelia. However, he is instead greeted by a cricket bat to the face. Elsewhere, at the town hospital, nurse Rory Williams informs his supervisor, Dr Ramsden, that coma patients have been calling for her. She dismisses this, drawling that they are comatose. As she berates him, the patients repeatedly cry out "Doctor" much to her shock and horror. Back Amelia's home, the Doctor awakes to see he is handcuffed to a radiator; he is confronted by a young woman in a police uniform, who informs him that he'd better stay still as she just called for backup. The Doctor recalls being hit by a cricket bat, to which the police woman states he was breaking and entering. He then inquires to Amelia's whereabouts, wishing to apologize to her for being late coming back. The police woman informs him that Amelia's been missing for six months and that she lives there now; she calls her sergeant, telling him that she has a suspect that might have information on Amelia Pond. (Possibly this woman is aunt Sharon.) At the hospital, Rory and Ramsden examine the patients carefully, but they still appear to be in comas. Rory attempts to inform his supervisor of other suspicious circumstances pertaining to the coma patients, even proffering his phone with the suggestion that the pictures on it can prove his theory. She impatiently orders him to take some time off. Back in Amelia's house, the Doctor orders the woman to count off all of the rooms on the floor; she counts five, but the Doctor quickly informs her that there are, in fact, six — one is hidden by a perception filter. He tells her to look out the corner of her eye. The police woman oddly mutters that she's lived there her whole life and never noticed the door; the Doctor asks to be uncuffed, only to be told that she lost the key. She approaches the door, despite his protests; she enters the room. "Do I have one of those faces people ignore again?" the Doctor wonders. The policewoman runs back to the Doctor, closing the door behind her. The Doctor locks the door with the screwdriver and tries to free himself, but the thing is damaged from the goo. She asks if the door will hold Prisoner Zero, making the Doctor retort, "It's an alien multi-form from outer space; they're all terrified of wood!" Seeing a light coming from under the door, she asks what it's doing. The Doctor doesn't know, but tells her to run and radio for backup. However, the woman reveals herself to be a kissogram, whipping off her police hat to reveal long, red hair. Prisoner Zero breaks through the door, emerging as a man with a dog; both mouths bark, much to the Doctor's amusement as it's having trouble figuring out which mouths are supposed to make the correct sounds. He then wonders where he would have gotten the pattern from as it would need to form a psychic link with someone, which takes years. The Doctor informs Prisoner Zero that the young woman called for backup on her police radio, but she reminds him that she can't; the Doctor explains in annoyance it was a clever lie to save them. He then tries dissuading Prisoner Zero from violence as they pose no threat without backup. The prison guard is then heard broadcasting a message that Prisoner Zero has been found and will vacate the human residence. The Doctor decides to try one more time, telling Prisoner Zero that the he and the woman are safe due to the jailers coming for it. However, the prison guard is heard transmitting over and over: "Prisoner Zero will vacate the human residence, or the human residence will be incinerated." The Doctor finally succeeds in freeing himself, and they run away while Prisoner Zero is looking around for the source of the broadcast. He tries opening the TARDIS for equipment, but the doors won't open as it's still repairing itself. Suddenly, the Doctor notices the shed in the backyard, remembering he wrecked it when he previously crash-landed in the backyard. Licking it, he learns the "new" shed is 12 years old. He turns to the woman, demanding to know why she told him six months when it's been twelve years; she angrily demands to know, "Why did you say five minutes?!" in a Scottish accent. The Doctor can only ask, "What?" with increasing shock; the woman is Amelia Pond! Grabbing his arm, she pulls him out of the yard and towards town. In town, the Doctor inquires why Amelia hit him with a cricket bat; she defends her action by explaining that their meeting led her to see four psychiatrists over the last 12 years. She bit them all when they told her he wasn't real. Their argument is cut short when they suddenly realise that the Atraxi message is broadcasting over all of the town's electronics, including mobile phones, iPods, even the speaker of an ice cream van. The Doctor sees the Atraxi are not focused on simply Amelia's house as the "human residence", and immediately runs to the first house he sees with Amelia following. The house belongs to Amelia's friend Jeff Angelo and his grandmother. The Doctor uses the psychic paper to pass himself off as a television repair man. Mrs Angelo thinks she's met the Doctor before, but the Doctor tells her it's not likely, seeing as he's got a new face on. The Doctor then examines the TV and radio stations around the world with help from his sonic screwdriver, and realises, to his horror, that the warning is being broadcast all over the world in every language. The human residence is not just Amelia's town, but the entire planet! The Doctor deduces that the Atraxi will need twenty minutes, prompting Amelia to ask what for. The Doctor says, "The end of the world". While the Doctor begins thinking of a plan, everyone else watches the Atraxi message replay on the television in disbelief. Above the Earth, the squad of Atraxi ships continue transmitting the message around the world as they search the planet for Prisoner Zero; incinerating Earth to be rid of the menace is a last resort. However, it would seem they will never be able to find it on their own as they keep re-sending the message. Back on Earth, Jeff and his grandmother realise how they know the Doctor: he's the "Raggedy Doctor" that Amy used to draw cartoons of as a child. The Doctor is disappointed that, not only does she kiss people for a living, but she also dropped the name Amelia for Amy, citing its fairy tale quality — which the Doctor complimented on their last meeting — as its worst point. The Doctor and Amy head to the town square, and the Doctor is annoyed to discover that Leadworth, where Amelia lives, has no technology to help him. In the middle of remarking about a duck pond without ducks, the Doctor suddenly convulses and falls to the ground, protesting that it is "too early" and he's "not ready yet". Suddenly, though, everything goes dark. The Atraxi have surrounded Earth in a force field to prepare the planet for boiling. Across the park, the Doctor notices Rory taking pictures of a man with a dog — whom the Doctor knows as Prisoner Zero — as opposed to the obscured sun, like everyone else. The Doctor gleefully announces he can save the world and offers Amy a choice: she can run home and say goodbye to her loved ones, or help him. Amy opts for a different option entirely: she slams the Doctor up against a nearby car, and locks his tie in the door, trapping him. She demands to know who he is, to which he tells her that she already knows. However, Amy doesn't believe him now since she grew up; disheartened, the Doctor says she should never do that. The Doctor tosses her the carved apple, explaining that he's a time traveller, and everything he told her twelve years ago is true. Amy can tell the apple is the exact same one, proving the Doctor is telling the truth. She releases the Doctor's tie, asking what they have to do; the Doctor tells her "stop that nurse." They run across the park to confront Rory. Amy introduces Rory as her "sort of" boyfriend, but the Doctor is not interested. He takes Rory's mobile phone, and demands to know why he was taking a picture of the man and dog rather than the sun. However, Rory is stunned to see the Doctor is real; Amy forced him to dress up as the Doctor when they were little. Annoyed, the Doctor grabs Rory by the collar, demanding "Man. Dog. Why? Tell me. Now." He then gets an expected response: Rory tells him that the man can't be in the park because he's in a hospital in a coma. As the Doctor explains, a coma patient fulfills a multi-form's requirement for a living, but dormant, mind to form a psychic link with. The Doctor confronts Prisoner Zero as an Atraxi spaceship flies close to the surface of the planet; Rory is shocked to learn Prisoner Zero is real as well. The Doctor reveals, "They're scanning for non-terrestrial technology, and nothing says non-terrestrial like the sonic screwdriver!" He then begins using the sonic to overload technology all around him; lamps breaks, car alarms sound, an old woman's mobility scooter goes flying by, a fire engine drives off without occupants, and a telephone box blows up. "I think someone's going to notice, don't you?" However, the sonic is damaged and the strain of the task causes it to burn out completely. With a smirk, Prisoner Zero dissolves into a sewer as the Atraxi depart, making the Doctor rage at the incompetence of these alien jailers. Amy wonders about Prisoner Zero living in her house for 12 years; the Doctor explains that "multi-forms can live for millennia, twelve years is a pit-stop". Amy wonders why the Atraxi showed up on the same day as the Doctor did. He explains that they saw him through the crack and got a fix on him; they're only late to search for Prisoner Zero because he went 12 years into the future. The Doctor is left to ponder how he can draw Prisoner Zero into the open; he then has an idea, asking the name of her good looking friend - Jeff. Rory is feeling a little insulted. He instructs Amy and Rory to clear out the coma ward at the hospital; Prisoner Zero will likely try to ensure his psychic links are not disrupted by killing the doctors tending to the patients. While Rory is still having trouble believing that the Doctor exists, Amy forces him to comply. Meanwhile at the hospital, Dr Ramsden is checking on a convulsing coma patient, wondering if he is aware. Prisoner Zero materialises through the vent above and bares its fangs, preparing to strike. The Doctor returns to Jeff's home, and uses his laptop to break in on a conference call between some of the most advanced scientific minds in the world; he proves his intellect by producing multiple scientific theories and a joke. He uses Rory's phone to write a "slightly intelligent" virus that will turn every digital display in the world to "zero" at the same time; in other words, it's more of an inconvenience than a threat. He uploads this virus to the web via the laptop, and encourages them to spread it across the world using every web program possible. He also gives Patrick Moore's number to Mrs Angelo, and advises Jeff to erase his internet history as he has apparently been visiting some sites of questionable taste. The Doctor commandeers a fire engine to the hospital, communicating with Amy (stuck outside the coma ward due to Prisoner Zero's attack) and instructing her to use her policewoman uniform to get past hospital security. Amy and Rory find the coma ward a mess, but oddly no corpses. They come across a mother and her two daughters, who claim to have survived Prisoner Zero's attack on the ward by hiding in the bathroom. Amy tells the Doctor that Prisoner Zero has beaten them back; he encourages them to get out of the hospital. However, one of the daughters is now talking in her mother's voice — it's Prisoner Zero again. Admitting that it has trouble with figuring out which voice to use with multiple mouths and baring razor-sharp teeth, the alien chases Amy and Rory back into the coma ward. They use a broom to bar the handles, but Prisoner Zero manages to break in after some effort. Prisoner Zero taunts Amy, telling her that it watched her grow up; it then adds that the Doctor will not be here this time to save her. Amy receives a text saying "Duck!"; she forces Rory down to floor with her. At that moment the fire truck's ladder rams through the window; the Doctor climbs in, glad to have a few minutes left before the Ataxi burn them. He asks Prisoner Zero to remove its disguise. Prisoner Zero refuses, knowing the Atraxi would kill it this time anyway, and wants the entire Earth to die in flames with it. The Doctor then suggests it leave the same way it came by creating a crack, however Prisoner Zero explains it didn't create the crack; the cracks exist in the skin of the universe, and Prisoner Zero is amused the Doctor doesn't know where they come from. It warns him that "the Pandorica will open, silence will fall". The Doctor decides to set this aside and instead enjoys a victory speech as the virus takes hold of the clock on the wall and changes the counter to zero; this occurs all across the world as a means of getting the Atraxi's attention. The Atraxi trace the virus back to Rory's phone, which holds pictures of all of Prisoner Zero's known human forms, thanks to Rory. The Doctor immediately uploads the photos to the Atraxi, gloating that he did all of this without the help of his TARDIS and sonic screwdriver, and with only two minutes to spare before certain doom— "Who da man?" The Doctor's self-congratulatory slang gets a series of blank stares and the flustered Doctor mumbles, "Oh, it's, I'm never saying that again, fine!" Prisoner Zero tells the Doctor it will have to just take a new form. Amused, the Doctor tells it that he knows it's a bluff as that kind of link takes months to make; however, Prisoner Zero adds that it's had years to make the link. Prisoner Zero starts glowing and Amy falls unconscious; it formed a backup link with Amy just in case its main disguises were ever found out. The Doctor and Rory tend to Amy before turning to find Prisoner Zero has turned into a copy of the Doctor; "Well that's rubbish. Who's that?" the Doctor asks. Rory tells the Doctor that's what he looks like, being confused as to why he doesn't know; the Doctor retorts "busy day." The Doctor then asks Prisoner Zero why it's taken his form when the psychic link is with Amy; a little girl's voice tells the Doctor that it's not taking his form. A young Amelia comes out from behind the faux Doctor, holding his hand; it's mimicking both of them. Prisoner Zero laughs that Amy is still little Amelia inside, waiting for her magic Doctor to return; it adds that he's been such a disappointment to her. The Doctor realizes that Amy is dreaming about him because she can hear him, and her dream is enabling Prisoner Zero to take on his form. The Doctor uses his powers of telepathy to encourage Amy to instead dream of Prisoner Zero. Prisoner Zero yells in protest and fear, but begins changing form once again. Smirking, the Doctor congratulates the rogue on a perfectly imitating its true form. Prisoner Zero hisses in anger, as the Atraxi's searchlight finds it. Withing, the serpent is frozen by the light. As it slowly fades away, Prisoner Zero hisses its warning again "Silence, Doctor. Silence will fall." The Atraxi leave, and Amy awakens. Rory wonders if the threat is over, and everything is back to normal; the Doctor pats him on the head. Seeing the Doctor still using his phone, Rory wonders what he's up to; the Doctor is tracing the call back. He apologizes in advance for the phone bill, getting the Atraxi back on the line. He tells them that they were not given permission to leave, and that they're willingness to burn a Level 5 planet to get rid of a single criminal is a violation of Article 57 of the Shadow Proclamation. The Doctor demands the return to the hospital; tossing Rory back his phone, the Doctor says NOW he's done it. The Doctor walks out of the coma ward, telling Amy that he's heading to the roof; however, he changes his mind, heading into a hospital locker room. He explains that because he's saving the world, he needs a decent shirt - "To hell with the raggedy; time to put on a show!" Despite Rory's protests, the Doctor discards the remains of his predecessor's outfit and begins trying on the clothes in the lockers. The Doctor tells them to turn their backs if they're embarrassed; Rory does so, but Amy watches the Doctor get dressed. They reach the roof with the Doctor wearing a dress shirt with trousers held up with braces. The Doctor has Rory carrying coats, while a selection of ties hangs off his shoulders. Rory wonders why the Doctor has called the Atraxi back when they were leaving; the Doctor explains that while leaving is good, he intends to make sure they never come back. He calls to the Atraxi waiting for him, it lowers and scans him; it states that the Doctor is not of Earth. The Doctor admits that it's right, but he's put a lot of work into it. The Atraxi asks if the Earth is important, offending the Doctor; he explains that 6 billion people live there. As the Atraxi are scanning the entire planet, he asks it if the humans are a threat; a scan shows that they are not. He then asks if they are guilty of any Atraxi crimes; another scan confirms they are not. The Doctor then asks his final question: is the Earth protected? He then elaborates: "You're not the first lot to have come here. Oh, there have been so many. And what you've got to ask is, 'What happened to them?'" The Atraxi display holograms of previous aliens that came to Earth and then of the Doctor's previous incarnations. The Doctor emerges from a hologram of his predecessor, now wearing a bow-tie and tweed jacket. With a smile, he coolly says, "Hello, I'm the Doctor. Basically run." The Atraxi take the hint and flee the Earth in pure terror; the Doctor will be the end of them if they ever threaten this planet without a just cause again. As the Doctor observes their departure, he realises that the TARDIS key is glowing; the TARDIS has recovered and awaits him. Amy and Rory wonder if the Atraxi will be back again, but then notice that the Doctor has left. The Doctor returns to the TARDIS, which now has a brighter shade of blue and a new St. John sticker on the door. He opens the door, being awestruck by his new console room. He decides to take it on a quick hop to the Moon to run in the replacement engines. Amy returns with Rory to her garden just in time to see the TARDIS dematerialising; she is devastated, believing that the Doctor has left her again. Amy dreams of her younger self awaiting the Doctor's return in her garden, but wakes up at the sound of the TARDIS rematerialising outside. Racing into the garden in her nightie, she is shocked the Doctor has come back again. Even more shocking is that he kept the clothes he stole, including the bow-tie — "Bow-ties are cool." She then angrily informs him that all of the events surrounding Prisoner Zero and the Atraxi happened two years ago; thus, it has been fourteen years since fish fingers and custard, fourteen years since he first promised her a trip. Calling her "the girl who waited", the Doctor muses that she's waited long enough and asks her to join him as a companion. Amy refuses the Doctor's offer, but changes her mind when the Doctor snaps his fingers, opening the doors of the TARDIS. He gestures inside, and she enters. She is in wonder at the TARDIS interior. To the Doctor's delight, a new sonic screwdriver pops up out of the console. Amy asks why the Doctor is offering to take her with him. He says he has become bored travelling alone; he then adds taking to himself gives him an earache. A small image of the crack from her bedroom appears on the scanner, but the Doctor adjusts the scanner and the crack quickly disappears. Amy tells the Doctor that she had come to see him as a madman with a box after all these years, now thinking she was wrong. However, the Doctor tells her that, when travelling with him, there is one very important thing to remember: "I am definitely a madman with a box." Amy then makes the Doctor promise to bring her back to Leadworth by the next morning for "stuff", and they fly off into the Vortex — leaving behind the wedding dress that hangs on Amy's closet door. On Starship UK in the year 3295, children sit in class waiting to be graded by their instructor, a Smiler. Timmy does not want to line up, and so he joins at the very end; the Smiler calls Timmy a bad boy and gives him a zero. As the students walk out, Timmy's friend Mandy reminds him that he cannot take the vator; students aren't allowed to if they have a zero. She leaves in one, promising to wait for him back in London. Not wanting to walk twenty decks to get there, Timmy enters the second vator as it arrives. On the monitor, a little girl recites a poem. Instead of heading to London, the vator drops down to Floor 0, with the floor in the vator opening to a red chasm beneath him as the Smiler in the vator shows its anger. Timmy screams in terror, and falls in. Amy is suspended in space outside the TARDIS, the Eleventh Doctor standing at the ledge holding her ankle to keep her from floating away. Pulling Amy inside, the Doctor asks her if she believes him now; she does. However, she then questions how they can be breathing with the doors open; the Doctor calmly explains that he's extended the TARDIS's air shell. He then looks below them, seeing Starship UK and racing back to the console, going on to explain that in the 29th century, solar flares burned the Earth and forced the entire human race to flee to the stars until it was all over. However, he notices Amy hasn't followed after him and is repeatedly calling his name; the doors accidentally hit her in the rear and she's holding onto the TARDIS for dear life. Pulling Amy back inside, the Doctor puts Starship UK up on the circular monitor, going on to say its the same UK, only metal. Amy asks if they can go onboard. The Doctor agrees, but goes through the rules: they are observers and cannot interfere, something that he has always (tried) to stick to doing in his travels. Amy compares them to filmers of a wildlife documentary. But when they spot Mandy crying silently on the scanner, the Doctor suddenly appears on the screen, asking Mandy if she needs help. The little girl runs away from him, and the Doctor beckons for Amy to join him outside. Amy exits the TARDIS, and is immediately overwhelmed by everything around her. Amy is hit by a realization; she's been dead for centuries, the Doctor is less than amused: "you're a cheery one!" The duo explores the area, known locally as the London Market, with the Doctor encouraging Amy to notice everything as there are "secrets, shadows, lives lived in fear." Abruptly, he stops and takes a glass of water off a nearby table, setting it on the floor and observing it for a brief moment before returning it; he tells those he took it from that "there's an escaped fish". He informs Amy that this is a police state: the government controls everything. The Doctor spots Mandy crying across the room, and they move towards her, followed closely by a dark-robed individual. The figure phones Hawthorne, controller of the Smilers, to report what he's seen. Hawthorne, likewise, calls a cloaked woman sitting on a bedchamber floor amidst a sea of water glasses; he tells her that there has been a sighting. She asks him if he "did the thing"; yes, he did. The woman tells him that she will take a look at the monitors, and grabs a porcelain mask before leaving. The Doctor and Amy observe Mandy from a bench. The Doctor explains that children cry because they want attention or they're hurt; when they cry silently, it means they can't stop. He tells her that any parent would know that, making Amy ask if he's a father; the Doctor doesn't answer. He goes on to explain that several possible parents are passing Mandy and are not even bothering to talk to her, meaning it's highly likely that they know what's making her cry, and it's something that they're too afraid to talk about. The Doctor encourages Amy to follow the little girl, and ask her about the Smilers, because they are everywhere; even more disturbing is that the cases they're in are clean. The Doctor tells Amy "it's either this, or Leadworth", prompting Amy to comply with his orders. As for himself, the Doctor explains that he's going to do what he always does — "Stay out of trouble. Badly." As they part ways, Amy asks the Doctor if he interferes with other lives and planets if children are crying. The Doctor confirms this with a grin. Searching for Mandy, Amy encounters her in a street. They discover a sealed-off part of the road — which Mandy refers to as a "hole" — which Amy investigates despite Mandy's warnings that they are not allowed; it has something to do with the Smilers and "below". She asks Amy whether she's Scottish, informing her that Scotland has its own ship, something that amuses Amy. Meanwhile, the nearby Smiler's face turns angry as Amy enters the tent. Inside, she discovers a giant tentacle rising up through the ship from below; it attacks her and forces her back out of the tent, where she is immediately surrounded by a group of hooded men who put her to sleep with a gas in one of their rings as Mandy looks on. Meanwhile, the Doctor descends a ladder into the ship's "engine" room. After examining the surrounding area, he meets the masked woman, who tells him that she is conducting an investigation similar to the Doctor's and demands to know why he thought to put the glass of water on the floor in the marketplace earlier. He relays his suspicions that, in a ship of this size, the engines would have created some sort of disturbance on the surface of the water — and yet there was none. In fact, it would appear that the ship has no engine at all. The woman replies in the affirmative and offers him a device that will lead him to Amy. The Doctor inquires how he can find her again, learning she is Liz Ten, and she will find him. Amy regains consciousness in a voting booth as she's scanned by a machine, confirming her name and reading her age as 1,306 years — which amuses her — and her marital status as "unknown", which unsettles her. The screen switches to a video narrated by a man in a smart suit who tells her that she will now be shown the truth of the ship's travels; afterwards, she will be faced with the choice to "forget" everything she's learned in the booth or to "protest". Should only one percent of the population protest, the project will be discontinued "with consequences for you all". She is shown the film — a succession of subliminal images that suggests a huge influx of information — then suddenly finds herself having pressed the "forget" button and has no idea what she just saw. From a scan with the sonic screwdriver, the Doctor deduces that a machine in the lamp above Amy's head has made her forget the last twenty minutes. Mandy explains anyone 16 and older can choose to use a booth once every five years; the Doctor jokes that everyone choosing to forget is "democracy in action." She wonders if the Doctor is Scottish as well, to which he says "I'm much worse than Scottish." The Doctor explains the machine won't show him the film as he is not human; Amy points out that he looks human. However, the Doctor retorts that humans look Time Lord; his species came first. When asked if there are other Time Lords, the Doctor tells her that there isn't anymore; just him. The rest died on a "bad day". And now, all he does is help people every single day that he can. Rubbing his hands together, the Doctor comes to a decision. "Hold on; we're bringing down the government!" He slams his fist on the "protest" button, making the door shut and the floor open to the red abyss that Timmy fell into. While Amy screams in terror, the Doctor is overjoyed, telling her to instead say, "Wheee!" Both plummet down a chute. Liz Ten goes over to Mandy, who recognises her without her mask. Amy and the Doctor land in a rubbish dump at the heart of the ship, which the Doctor jokes is Lancashire. He then notices that only food refuse is down there with them, and Amy notices the floor is all squishy. A scan from the sonic tells him the truth: they're in a mouth of a large beast. As pipes have been surgically implanted in the beast, they can try using the normal "entrance" to escape; however, it is "closed for business". Amy tries walking to the teeth, accidentally causing the swallow reflex. To avoid being digested, the Doctor uses the sonic to make the beast vomit. Amy awakens to find herself in an overspill pipe, where the Doctor explains that she has no injuries and is covered in sick. The Doctor sees that the only way they can get back into the ship is to press another "forget" button. When they refuse to press the switch, the Smilers at the end of the corridor not only become angry, but physically step out of their booths and move to attack them. They are rescued by the mask-less Liz Ten, who enters from the other side of the door and shoots the Smilers down with a gun. Liz explains that she tracked the device she gave the Doctor; she heard everything they did through it. Liz jokes that the Doctor is a bit hard to miss; "Mysterious Stranger M.O.; intelligence of higher alien life forms, hair of an idiot". Walking through a hall, Liz goes on to explain the Doctor was old drinking buddies with Henry 12, "Vicky" knighted and exiled him on the same day, and he at least once shared tea and scones with Liz 2. "And so much for the 'Virgin Queen', you bad, bad boy!" The Doctor immediately realises who Liz is: Queen Elizabeth X. Liz Ten. She makes them duck, and shoots down more Smilers. "I'm the bloody Queen, mate; basically, I rule". Walking through another corridor, they notice another root coming from the creature pounding against a barred opening. Amy explains her previous encounter with the root that burst through the road; the Doctor confirms that the roots are part of the same creature whose mouth they were just inside, and that it's reaching out. Liz wonders if the beast is infesting the kingdom, but is more angry that someone is feeding her subjects to it. Explaining that there is a high-speed vator to her quarters nearby, Liz walks off with Mandy. Watching the roots continue banging against the bars, the Doctor sadly tells Amy that they shouldn't have come here. Amy remembers her message to herself. Hawthorne sees them on the monitor and calls it in, saying since Liz has seen the truth, it's time to activate the pre-agreed protocol. In Liz's room, Amy fixes her hair as the Queen goes on to explain that she has been investigating the creature for ten years, ever since she came to the throne at the age of forty. Liz had the ageing process slowed down; "keeps me looking like the stamps." With everyone knowing who she is, Liz wears her mask for anonymity; the Doctor notes that, because the mask is made of air-balanced porcelain, it must have been made to perfectly fit her face. He points out, though that it's at least 200 years old. At that moment, the hooded men enter Liz's room and demand that she come with them. However, when she protests, their heads rotate to show angry Smiler faces; they are half-human, half-Smiler. Called Winders, they're in charge of keeping the peace on Starship UK. Liz tells the Winders that she is still their Queen; they agree, but tell her that, on the highest authority, she must go to the Tower of London. They are taken to the Tower of London in the bowels of the ship, where Liz meets Hawthorne, a senior member of the government. The Doctor reveals that the creature, whom they previously thought was malevolent, is, in fact, the ship's means of flying; the ship was constructed on its back. They have a laser placed above the exposed pain centre of the creature's brain that repeatedly zaps it, torturing it into continuing. Seeing children being put to work, they question this; Hawthorne explains that protesters and citizens of limited value are fed to the beast. However, it for some reason won't eat children. He calls the Doctor and Amy lucky for being the first adults its spared. The Doctor retorts they're lucky to be in the torture chamber of the Tower of London. The Queen demands the creature's immediate release. Hawthorne insists that he is simply obeying the orders of a higher authority. Liz protests, calling herself the highest authority on the ship. The Doctor brings her attention back to the impossibility of her mask. How could a mask have been made for her specifically 200 years before when she's only 50? The Doctor answers his own question: "They slowed your body clock, all right, but you're not fifty. Nearer three hundred." She's reigned the same ten years over and over again, each time choosing to forget the truth. Hawthorne plays a recording of Liz Ten; she explains that the British people were faced with destruction when Earth was devastated by the solar flares, and the children screamed in pain. All other countries had taken to the sky, but they lacked the resources to build their own spaceship. But then, "like a miracle", the creature — the last of the star whales — appeared to them. The government trapped it, and built their ship around it, using the creature in place of an engine. The recording once again gives Liz the option: "forget" or "abdicate". Pressing abdicate will release the star whale — but in doing so will destroy the ship and kill everyone onboard. The Doctor allows the humans present to hear the star whale's screams of pain through the use of the sonic screwdriver. He declares that there is no choice but a mercy killing. He will kill the conscious functions of the creature in order to keep it from feeling any more pain and allow it to continue to sustain Starship UK; it is the only choice other than either leaving the creature to endure more torture for centuries or killing every human on the ship then states that he intends to abandon the name "the Doctor" once the deed is done. The Doctor expresses his fury towards all of the humans who have allowed this situation to arise; he is also angry with Amy for trying to keep the truth from him by pressing "forget". Amy tries to apologise but he isn't interested, and tells her that he'll be taking her back to Leadworth after this is all over. However, as the Doctor sets up the massive electrical charge which will render the star whale brain-dead, Amy remembers the Doctor's encouragement that she notice everything; she quickly ascertains that, while the roots will attack adults, they do not attack children. Amy watches as a root plays with Mandy and Timmy. She realises that the star whale is, in fact, benevolent and has been voluntarily propelling the ship for the humans because of its compassion for the children. She makes Liz Ten press the "abdicate" button, and the brain stimulus halts. The star whale's freed. The whole ship shakes. However, much to their surprise, the creature continues to power the ship, with Hawthorne observing that they have actually increased speed. Amy huffs at him, "Yeah, well, you've stopped torturing the pilot!" Liz wonders why the star whale hasn't dislodged itself from Starship UK yet, before Amy reveals it volunteered its services - the humans were so desperate for help, they did not catch wind of its intentions. They outright trapped and tortured the creature for fear it would abandon them in their time of need. Explaining her actions, Amy says that "if you are very old and the last of your kind" like the star whale — and also just like the Doctor — then "you just can't stand there and watch children cry." On an observation deck, the Doctor looks out into space, deep in thought over the events that have just transpired. Amy walks up behind him, handing the Doctor Liz's mask as a souvenir from their adventure there. She explains that Liz has decided that there will be no more secrets in Starship UK; everyone will know the star whale is to thank for their salvation from the inferno on Earth. Calmly, the Doctor points out to Amy that she could have killed the entire British nation if she was wrong. Amy points out that he could have killed the star whale. She knew how it would react because of its similarities with the Doctor — "Very old and very kind, and the very, very last. Sound a bit familiar?" They share a hug. They walk through the market street, back to the TARDIS, as Amy wonders if it's really okay to leave without saying good-bye. The Doctor tells her that they'll wonder about that and come up with stories, saying it's a big day tomorrow. Amy, shocked, stops and asks him what he means. The Doctor tells her that it's always a big day tomorrow for him because he skips the little ones. Amy, relieved that he didn't know about her wedding, asks him if there was anything he ever ran away from because he was scared or just because he could. The Doctor says yes, but it was a long time ago; his travels through time and space were the end result. Amy tries revealing the reason she wants to go back the morning after they took off, but the sound of the TARDIS phone ringing distracts them. Inside, the Doctor works on the TARDIS console as Amy answers the phone. Learning that it's his old buddy British Prime Minister Winston Churchill, the Doctor takes the call. Winston tells the Doctor that he's in a bit of tricky situation; he asks the Doctor for help — as the shadow of a Dalek glides into view. The Doctor and Amy set off to help Churchill. Amy recites a poem, a positive reprise of the verses spoken by the young girl from the Vator monitor. The star whale continues to ferry humanity through the stars. The people will enjoy newfound freedom and liberation from their police state, but — unbeknownst to the residents of Starship UK — a luminous, white crack has appeared on the hull of the ship. One rather like the one on Amy's bedroom wall. Winston Churchill enters the Cabinet War Rooms and asks about the status of incoming enemy planes; they are out of range, ordinarily at least. He then advises them to roll out the secret weapon. A figure is moved forward on the board — a miniature Dalek! The Doctor's TARDIS materialises in the War Rooms in response to Churchill's call for help. The Eleventh Doctor is greeted by the Prime Minister, whom he greets happily. Churchill is shocked that the Doctor has changed his face once again; the two have long been good friends. The Doctor and Amy have arrived a month late; the newly configured Type 40 TARDIS is still a bit inaccurate. When a Luftwaffe squadron approaches London, Churchill takes the Doctor and Amy to the roof to showcase his latest weapon. The Doctor's introduced to Professor Edwin Bracewell, head of the new Ironside Project. A squadron of Stukas comes into view over Blitz-torn London, and are shot down by energy weapons with amazing precision. But that was never human technology. The Doctor watches, horrified, Bracewell produces a camouflaged, Union Flag-wearing, obedient Dalek. The Doctor's oldest enemies are back. In Churchill's office, the Doctor argues with his old friend; Churchill will not listen to reason. Explaining that they are the Daleks and not "Ironsides", the Doctor is met with disbelief when Churchill produces photos, blueprints and test results Bracewell gave him as proof of inventing them. Continuing, the Doctor asks Churchill to eliminate the Daleks, but Churchill instead begins thinking what he can do with hundreds or thousands of them. Sourly, the Doctor points out that's why he's trying to show him. At wit's end, the Doctor asks Amy to tell Churchill about the 2009 Dalek invasion of Earth, but Amy has no memory of any planets in the sky or the Dalek invasion, disturbing him greatly. Inside the Cabinet War Rooms, Amy approaches a Dalek with intent to learn its origins, but the Dalek simply asks if it can be of assistance. The Doctor approaches Churchill again, prodding him to reconsider his actions, but Churchill cannot afford to abandon his Ironsides at the risk of his city and people falling to the Nazis. The Doctor indicates that he is a beacon of hope for the country, except Churchill doesn't know if he can remain one for much longer. "If Hitler invaded Hell, I would give a favourable reference to the Devil. These machines are our salvation," he protests. An all-clear siren blares overhead, and the Cabinet lulls from its lengthy clamour. As Bracewell is offered tea by one of his Ironsides, the Doctor goes to see their "creator" to get some answers. He asks Bracewell how he came up with the idea for the Ironsides, leading Bracewell to show the Doctor other highly advanced inventions he has been planning. When the Daleks and Churchill enter the room, the Doctor strikes the Ironside Dalek with a large, heavy wrench, ordering it to attack him. He reminds them of how he defeated them, how he is their greatest enemy and how they are everything he despises. "I am the Doctor and you are the Daleks!" before kicking the Dalek across the room. The Dalek recovers, and reverts to its true personality. "Correct." The Dalek transmits the "testimony" to the Dalek mothership, which is hidden behind the Moon. Two soldiers run in to stop the Daleks, and are promptly exterminated. The Professor yells for his creations to stop; one of the Daleks blasts his hand off, leaving only exposed wiring — Bracewell is an android, and they created him. They teleport away. Feeling like an idiot for falling for the Daleks' trap, the Doctor returns to the TARDIS, ordering Amy to stay behind. He materialises inside the Dalek ship, where he uses a supposed TARDIS self-destruct device as leverage. The Daleks reveal that one Dalek ship survived the destruction of the Dalek race in their last encounter; it located the last Progenitor device, a genetic archive containing pure Dalek DNA. Their explanation confuses the Doctor; why would they go to the trouble of building Bracewell? When the Daleks simple state, "it was necessary", the Doctor laughs — the device doesn't recognise them as Dalek. As these three were created directly from Davros' cells, their DNA is different from regular Daleks. The Progenitor had a backup programming, which would accept a testimony from their enemies, for identifying them as Daleks if their DNA had become unrecognisable. They became part of the British army, so Winston Churchill would lure the Doctor in. The Daleks order the Doctor to leave or else they will destroy London. However, the Doctor knows that they are bluffing, since their ship has suffered so much damage that it isn't capable of launching an attack on the Earth. The Daleks taunt him, saying "Watch as the humans destroy themselves"; they activate a device which turns on all of London's lights, exposing the city as a target for incoming German bombers. Amy and Winston are left panicking, until she remembers the Daleks left them a gift - Bracewell! They find him preparing to commit suicide, believing his whole life to be a lie. However, Amy talks him out of it, and Churchill demands to know whose side he's taking - humanity's or the Daleks - as it's the only important thing. Bracewell wonders what he can do, until Amy begins reminds him that he talked about technology for lasers and such; Winston points out they aren't having a fireworks party, until he realises Amy's plan. He wonders if they can send something up to fight the Daleks; Bracewell explains that in a gravity bubble, it is possible. Elated, Winston tells the professor that it's "time to think big". Back on the ship, the Doctor threatens the Daleks with his bluff, but they are willing to die with him. To the Doctor's horror, the machine behind the Daleks beeps, signalling the Progenitor has completed its process. The doors open, and the Doctor watches a new paradigm of five genetically pure Daleks emerge. The previous three praise their creations, who promptly label their creators as inferior. The old Daleks allow the new paradigm to exterminate them. The Doctor watches in astonishment - "Blimey! What do you do to the ones that mess up?" The White Dalek identifies the Doctor, ordering his extermination, but the Doctor tells it not to mess with him, again brandishing the Jammy Dodger. Back on Earth, Bracewell returns to the War Room, with a pair of headphones on his head; they are attached to a screen of some sort, which he explains will allow them to see what's going on in the Dalek ship. The black and white image shows the Doctor facing the White Dalek, which introduces each role the new five fulfil - White is the Surpreme, Blue is the Strategist, Red is the Drone, Orange is the Scientist, and Yellow is the Eternal. The Doctor makes fun of the labelling. Hoping to have better luck with this new batch of Daleks, the Doctor demands the Daleks turn off the laser, or he'll blow up the TARDIS and them with it. However, once the Daleks perform a scan that proves he's bluffing, he eats the Jammy Dodger, joking that he had been promised tea. The Dalek sensors go off, informing them that they have incoming spacecraft. The Spitfires arrive from Earth, and are ordered by the Doctor to target the dish as he flees into the TARDIS. The Dalek defence lasers take out two of the planes, Jubilee and Flintlock, leaving only Danny Boy. The Doctor disrupts the Dalek defences long enough for Danny Boy to destroy the dish the laser is coming from, shutting off London's lights. Just as the Doctor gives the order to destroy the ship, though, the Daleks appear on the TARDIS scanner. They order the Doctor to halt the attack, or they will destroy Earth with an Oblivion Continuum bomb they have built inside Bracewell. The Doctor reluctantly calls off the attack and returns to Earth, leaving the Daleks free to escape and build a new empire; however, true to their genocidal nature, the Daleks still activate the bomb as they flee. Upon arrival on Earth, the Doctor reveals that the bomb is charging itself inside Bracewell. Realising that the only way to stop it from exploding is to convince Bracewell that he is human, not an android and a bomb, he tries to remind the Professor of his memories and how much they hurt; however, the countdown continues. As the oblivion continuum approaches detonation, Amy tries the opposite tactic. She asks him if he's ever fancied something he shouldn't; Bracewell proceeds to remember a girl called Dorabella, recounting how beautiful she was as the countdown retreats, cancelling the detonation. The Daleks escape through a time corridor, declaring that they will return. The Doctor is distraught over the Daleks' escape, but Amy reminds him that he has just saved the entire world. Bracewell explains the ideas the Daleks put in his head are gone; however, he does retain knowledge on how to use alien technology. Amy bids farewell to Churchill. Sadly, the war continues on with a cost for others. One of the young women at the War Rooms, Lilian Breen, is sobbing; after several hours of fearing for his safety on the war front, she has just learned that her boyfriend Reg has been shot down over the Channel, and is being comforted by one of Churchill's associates, Blanche. Amy looks on solemnly, but carries on, asking Churchill where the Doctor has gone. The Doctor enters and explains he removed all the alien technology Bracewell had in the base. Churchill begs the Doctor to let him have the technology as it would allow them to win the war in a day, but the Doctor points out it's that very reason why he took it. The friends hug, and prepare to part. However, Amy outstretches her hand, and orders Churchill to return the TARDIS key to the Doctor; it was swiped during their hug. Churchill gives the key to Amy, calling her "almost" as sharp-witted as himself. The Doctor then demands his key from Amy; she reluctantly complies. The Doctor and Amy go to Bracewell. He believes that, as alien technology, he has no place on Earth or during this time period. He sadly declares that he's ready to be deactivated. However, they have no intention of doing so. When their subtle hints fail, the Doctor and Amy openly tell Bracewell to go looking for Dorabella or the old post office. Finally catching on, Bracewell happily packs his belongings. The Doctor and Amy return to the TARDIS. Amy questions the Doctor about having enemies, but tells him she doesn't have a problem continuing travelling with him all the same. The Doctor is puzzled and worried that Amy did not remember the Daleks from the Battle of Canary Wharf or the War in the Medusa Cascade, but puts this aside so that they may continue with their adventures. The TARDIS dematerialises, revealing a shining crack in the wall behind where the box once stood. A man spins dazedly in a green field on a sunny day. There is a lipstick smear on his mouth. He is approached by two armed guards and a man in evening clothes. He tells them what a beautiful day it is. The man wipes the hallucinogenic lipstick off, revealing the dazed guard is actually standing in the metallic corridor of a spaceship. He states grimly, "She's here." Elsewhere in the ship, a woman in high heels blasts through a steel door with a firearm; behind it, is a room with a black box suspended in the centre. She changes the gun's settings, and uses it as a torch, burning a message onto the box's face. Meanwhile, twelve thousand years later, the Eleventh Doctor and Amy Pond explore the Delirium Archive, the final resting place of the Headless Monks. Amy is bored. The Doctor promised to take her to a planet next, and the museum is on an asteroid. She wonders why they are at a museum while the Doctor announces that most of the displays are "wrong" until coming to one that he says is "one of mine". Amy deduces that this is how he keeps score. The Doctor is fascinated by the box seen earlier. He says it's a home box, which works like an airplane's black box except it homes. He says the message scrawled on the box is for him. It is written in Old High Gallifreyan. Amy asks what the message says, and the Doctor exasperatedly replies, "Hello, sweetie." They steal the box and run to the TARDIS, pursued by guards. The Doctor connects the home box to the TARDIS console, and explains that someone is trying to get his attention. Getting a visual, he sees River Song smiling at the camera. Changing the footage, River is now cornered in front of an airlock by the man in evening clothes and two guards. She explains coolly she needed to see what was in the vault, and warns them that the ship will not reach its destination. As the guards prepare to shoot her, River rattles off "7775/349x10,012/acorn" — temporal coordinates — and requests an air corridor. The Doctor sets the TARDIS controls for River's location. Meanwhile, River tells the men they'd better find something to hold on to. They grab for handholds as alarms sound, and the airlock blows open. A calm River floats out into space just as the TARDIS materialises. She flies inside, knocking the Doctor to the floor. Surprised to see her again, the Doctor greets her. But the Byzantium's getting away; "Follow that ship!" As the TARDIS chases after the ship, River suggests using the stabilisers. The Doctor notes that the TARDIS doesn't have stabilisers until she presses a blue button, and the TARDIS stops shaking. As River takes over the piloting, the Doctor sits down and complains about the "blue boringers". Amy asks him who River is and how she can fly the TARDIS, prompting the Doctor sneer at River's style of piloting. River says she had lessons from the very best. The Doctor looks smug until she adds, "A shame you were busy that day." River announces that she's plotted all possible landing locations, and, with a soft thud, that she's parked the TARDIS next to the Byzantium. However, the Doctor protests to the TARDIS having landed; the dematerialisation noise didn't sound, so he's sceptical. River replies that it only makes that sound because he leaves the brakes on, though he insists it's a brilliant noise. The Doctor, grumbling, opens the door — despite River's warnings that they must do environmental checks — and announces they have landed on Alfava Metraxis, which has an oxygen-rich atmosphere, an eleven-hour day, and a chance of rain later. River sneers, "He thinks he's so hot when he does that." River exits the TARDIS before the Doctor gets ready to leave. He tells Amy that River is his future, and can run away from it if he wishes to, but Amy reminds him that he promised her a planet and insists on spending 5 minutes there. The Doctor reluctantly accepts, though insists River is not dragging them into anything. They exit the TARDIS to see the smouldering wreckage of the Byzantium atop a stony plateau. On Amy's request, the Doctor introduces her to Professor River Song. Happy to learn that she'll be a professor one day, Rivers states her trademark, "spoilers"; the Doctor is annoyed he just gave away foreknowledge. River asks the Doctor to boost the signal of her radio with his sonic screwdriver, so that she can use it as a homing beacon for reinforcements in orbit. She also mentions there was one survivor of the crash, something that can never die; she notes that "now he's listening". She produces her diary, and asks the Doctor where she's landed in his timeline. The Doctor orders Amy to keep away from it, as it is "Her past, my future". Before River can read off any past adventures, four men in combat uniform teleport in and approach them. Their leader, Father Octavian, is rather cross; River had promised him an army. However, she corrects him, saying that she promised the equivalent of an army. He takes back his complaint once introduced to the Doctor. They then reveal their enemy. Turning to the Doctor, River asks him what he knows of the Weeping Angels. By nightfall, the Doctor is fed up with Amy's persistent questions about his relationship with River and with her disobedience of his order to wait in the TARDIS. River calls them to a drop-ship to show them footage of the Weeping Angel they're chasing. It is a four-second clip on a loop. The Doctor and River explain the nature of the Weeping Angel to Amy and Father Octavian, including their quantum-lock defense mechanism; the Doctor also briefly recounts his previous encounter with the Weeping Angels on Earth. The Angel that they're after had been patient and feigned dormancy since it was discovered. All but Amy depart the drop-ship as River offers the Doctor a book about the Angels; he reads the whole book in seconds. He is perplexed; something is missing, but he doesn't know what. While the others make plans, Amy is left with nothing to do. Looking back at the tape, she realises the Weeping Angel has changed its position slightly. When she asks River if she has more than one clip of the Angel, River says no; it's just the one. When Amy looks back, the Angel has moved again; it now faces the camera with its arms spread out. The door behind her shuts without her noticing. Amy tries to turn off the television, but it quickly switches back on. She then tries and fails to unplug it. When she looks back up, though, the Angel's face has filled the screen. She tries to leave, but the door won't budge. She looks back again to find the Angel is now baring its fangs at her. Outside, River wonders how early the Doctor is in his time stream. When he replies it is fairly early, she is amused because he doesn't know who she is yet. The Doctor wonders how she knows who he is as he doesn't always look the same. River says that she has all his faces in her diary, but he doesn't show up in order; River thinks she needs a spotter's guide. The Doctor then realises what the book of angels is missing; pictures. Why would there be no visual on what to look out for? River says there was a mention about images in the book. The Doctor returns to the sentence and reads it aloud: "Whatever takes the image of an Angel becomes itself an Angel." He ponders its meaning. Back in the dropship, Amy looks away again. This time, when she looks back, the Angel has projected itself into the drop-ship as a hologram. Amy shouts for the Doctor. He runs to the door and tries to opening it with the sonic screwdriver, but fails. River tries burning through the hull as the Doctor fails to cut the power; the Angel has added a deadlock seal, though, and neither succeed, River noting it's "not even warm". The Doctor warns Amy not to blink, then looks back into the book, and adds she is not to look into the Angel's eyes; however, Amy already has, though doesn't mention it. The Doctor explains to River the book says that the eyes are the "doors" to the soul, not windows. Realising there is a blip in the loop where there's no picture, Amy freezes the recording at that moment, ending the "image" and shutting off the screen. The Doctor and River enter; the Doctor orders River to hug and comfort Amy because he's busy scanning the plug to the television. He explains that it was a projection of the Angel they're after, not the Angel itself; it was scoping out its foes, and remarks that "it's no longer dormant". An explosion sounds outside, and Octavian enters to tell them the Clerics have blasted into the structure. The Doctor departs, convinced things are going to get even worse. Amy rubs her eye. She tells River there's something in it. The group climbs down into the temple, finding a gravity well inside. The Doctor says it is the perfect hiding place for the Angel. He kicks a gravity globe high into the air. With the space lit, the interior is revealed: hundreds of disintegrating stone statues. Finding the Angel is going to be like finding a needle in a haystack. The Clerics wonder how they are going to neutralise the Angel. The best strategy the Doctor can think of is to "Find it, and hope." The Doctor and Amy rush off to explore, but Father Octavian holds River back, warning her they need the Doctor on their side; the Doctor must never know why she's imprisoned, or he won't help them. As she leaves, Octavian sends Clerics Christian and Angelo to investigate the one exit visible from the chamber. In one of the tunnels, Amy has stopped some distance away from the Doctor to rub her eye. This time, dust runs between her fingers; Amy is shocked by this, but the dust vanishes. River appears behind her and gives her an inoculation to protect her from the radiation from the ship. Amy asks River about her relationship with the Doctor. River is evasive and Amy continues to believe they are married. The Doctor hears them, but denies it. River points out that he's holding a device upside-down. This reassures Amy that she is right; River doesn't confirm this, but simply says Amy is "good". Elsewhere, Christian and Angelo are complaining about the mission, even preferring to go back to hunting lava snakes. Christian decides to investigate another passage, but soon finds his torchlight flickering. He turns to call for Angelo to come to him, but the Weeping Angel kills him. Oddly, Angelo receives a transmission from the now-deceased Christian to come and see something. When he does, he also finds his torchlight flickering. He turns to see the Angel just as it kills him as well. The Doctor, Amy and River explore the maze. He remembers the Aplans who built the crypt, saying he had dinner with the chief architect. According to him, the species had two heads. He changes the subject, asking River about the last line in the book — it's a rather ominous prophecy: "What happens when ideas have thoughts of their own? What happens when dreams no longer need dreamers? When these things have come to pass, the time will be upon us. The Time of Angels." The Doctor grimly tells River he hoped he mis-remembered that. They hear gunfire and return to the main chamber. Cleric Bob has fired at a statue, thinking it looked at him. Octavian berates him, telling Bob that according to the Doctor, they are facing an enemy of unimaginable evil and it would serve them best not to be scared of decor. However, the Doctor insists Bob's fear will keep him alert and fast; "anyone who isn't scared is an moron." The Doctor becomes embarrassed when he realizes he insulted the cool-headed Octavian. Octavian orders Bob to guard the entrance with Christian and Angelo, while he and the four other Clerics join the Doctor's exploration. As they ascend to the second-to-last level, River tells the Doctor that something's wrong, but doesn't know what. The Doctor's feeling the same. He then tells Amy that they should go meet the Aplans some time; Amy counters that they're dead. "So, Virginia Woolf. I'm on her bowling team." the Doctor laughs. The Doctor explains that the Aplans were a relaxed happy race, and then the Church prevented self-marriage. Examining a statue while Amy points out that divorce of self-marriage must have been messy, the Doctor and River have a terrifying epiphany. As they explain, the Aplans had two heads. So why don't the statues? Gathering everyone behind him, the Doctor has them turn off their torchlights. When they turn back on after a second, all of the statues have turned to face them; every single statue is an Weeping Angel! River wonders how they didn't notice, to which the Doctor says is either because of a low level perception filter or because they were too thick to notice the oddity. Amy notes how slow they are, as they should've had them by now; the Doctor puts this down to starvation after being there for centuries without a supply of energy. Elsewhere, Cleric Bob gets a call from Angelo over his radio, begging him to come and see something. Angelo becomes increasingly annoyed that Bob won't come, telling him it's something he has to see. Finally, Bob does so, and he's killed by the same Angel. Back to the Doctor's group, he's deduced the angels are slowly being restored by the radiation leaking from the wreckage; the Byzantium was crashed by the healthy Angel to save it's species. Apparently, the Angels caused the extinction of the Aplans by displacing them in time too much, leaving hardly enough left to reproduce and keep the species alive. Octavian radios Bob to warn him. Bob says he's on his way and that the others are dead; the Angels have broken their necks. The Doctor is surprised; Angels normally displace their victims in time, unless they need bodies for something. He asks Bob how he got away, but Bob explains the Angel killed him as well. River and Amy share a grim stare. The Doctor asks how he can be talking to him, and learns that the Angels stripped the cerebral cortex from Bob and reanimated a copy of his consciousness to speak to them as it cannot speak their language. Wwhen Bob said that "he" is on his way, he really meant the Angel. The group flees to the Byzantium while the Doctor chats with Bob, confirming he is speaking to the original Angel; thus as it's not in the ship, it's the safest palce.. As the Doctor runs to join the others, he finds Amy frozen in the corridor. She tells the Doctor that, because she looked into the Angel's eyes earlier, her hand has turned to stone. He must leave her. Her hand is not stone, though, and it's just the Weeping Angels playing with her mind. As the lights in the cavern flicker and the Angels approach, the Doctor apologises, but Amy tells him she understands why he must leave her; he doesn't mean for that, and bites her hand, taking her out of the trance. They meet up with the others, who are standing on a rocky ledge some fifty feet beneath the Byzantium wreckage; they're trapped. "Sacred Bob" radios the Doctor again. He says there is nowhere for the Doctor to go and the Angels will kill them all. The Angels are also keen to have him know that the real Bob was afraid when he died; the Doctor had assured Bob that his fear would keep him fast, but he died alone and afraid. They are trying to make the Doctor angry, and angering the Doctor is a very bad move. The Doctor tells Bob that he's sorry for his death, promising what's left of him that the Angels will pay. But they're is trapped with no chance of escape. The Doctor tells Bob that there is something wrong with the trap: a great, big mistake. He asks the group if they trust him. He takes Octavian's sidearm and orders them to jump on his signal. The Doctor warns the Angels, "There's one thing you never put in a trap, if you're smart, if you value your continued existence, if you have any plans about seeing tomorrow, there is one thing you never, ever put in a trap." "Me!" The Doctor then shoots the gravity globe with Octavian's sidearm, plunging them into total darkness. Quickly picking himself up, the Doctor tells everyone to look up, as he begins pacing around and pointing the sonic screwdriver at their footing. A confused Amy asks the Doctor what she is looking at. Exasperated at Amy's inability to grasp the obvious, the Doctor reminds her that the power is still on in the crashed ship, so what else is on? The artificial gravity! The Doctor explains that shooting the gravity globe caused an updraft, allowing them to be caught in the Byzantium's gravity field once they jumped. They have landed upside down on the ship's hull; even if they jumped again, they would still be in the ship's gravity field. Octavian quickly notices that the Weeping Angels are beginning to look more like themselves; within an hour they'll be an army, the Doctor notes. The Doctor opens the door and leads everyone inside the corridor while the Angels pop the lights outside the entrance. However, right before they can enter the secondary flight deck, the door shuts. The Doctor seals the door outside, but tells them that the Angels are there now as they are not quantum locked in the dark. As the Doctor works on the lights, four Angels break off the door and enter the corridor. In the nick of time, the Doctor prevents the Angels from draining the lighting grid's power. However, he gravely announces he will have to drain the power in the corridor to get the door open — including the lights. Amy points out that they lost the torches when they jumped; this will leave them in total darkness. Having lost good men to these monsters, Octavian asks River if she trusts the Doctor; she does. However, when asked if the Doctor is a madman, River repeats "I absolutely trust him." Seeing that the Doctor is the only one who can get them out of this time-bomb/death trap, Octavian and his men line up to fire on the Angels while the Doctor tells Amy to turn the wheel on the door four times after he has cut the power. She responds with ten, before correcting herself. They quickly enter, with the Doctor shutting the door behind them. Octavian magnetizes the door to keep the Angels out, thinking even they cannot turn the wheel now; they start doing so, but slow enough that it buys everyone time to think. Now that Octavian gets that the Angels cannot be stopped by conventional means, the Doctor begins figuring out what their resources are; River joins him in contemplating what they can do. The Doctor and River realize there must be an oxygen factory on board to supply the passengers with air. The Doctor activates a panel on the back wall, which opens to reveal a cybernetic forest within the ship. Amy continues counting down, but denies doing so. While the Doctor and River try to explain the counting to her, Angel Bob calls to find out their plans. The Doctor taunts him, but grows serious when Bob tells him that they are in Amy's eye. The Angels are making her count to scare them, and will take her soon. Bob gloats over gaining mastery over time and space. The Doctor informs him the Byzantium doesn't have that much power. A screeching noise is heard from outside; "Dear God! What is that!?" Bob explains, the best as it can, that the Angels are laughing because "the Doctor in the TARDIS hasn't noticed". The Doctor wonders what he has missed and turns to see a huge crack in the wall of the ship. It is the exact shape of the one in Amy's bedroom wall. He orders the others to run while he looks at it. Though Amy is reluctant, River pulls her away, knowing the Doctor knows what he's doing. A scan from the sonic tells the Doctor that the crack is "extremely very not good." When the Doctor turns to follow, he is surrounded by the Angels. He quickly scans the entire room, manuvering over the equipment to block the Angels. However, right before he can enter the forest and lose them, an Angel catches the Doctor by his jacket. The Weeping Angels do not kill him immediately, confusing the Doctor. He turns around to see them facing the crack, arms raised. Wiggling to get free of the grip of the Angel holding him by his jacket, the Doctor tells them that the light coming out of the crack is pure time energy; it is not power, but "the fire at the end of the universe." As the entire group looks at the crack, the Doctor runs off into the forest without his jacket, telling them, "Another thing, never let me talk"; he got out of his coat while they were distracted. Meanwhile, Amy has reached "four" in her countdown and lies down, cradling her head. River produces a scanner to check her while Octavian worries they are exposed. River retorts that Octavian's only job is to keep the Doctor safe. If he's dead, she won't forgive herself, but if he's alive, she won't forgive him. She realises he is standing right behind her. They wonder how he escaped the Angels; "Found a crack in the wall and told them it was the end of the universe". When questioned what the crack really is, the Doctor repeats "the end of the universe". He rushes to Amy and deduces that because she looked into the eyes of an Angel, and, as the image of an Angel becomes an Angel, there is a living Angel in her brain's visual centre. At "zero", it will pop out of Amy's head, killing her. After internal debate, the Doctor orders Amy to close her eyes; she complies, after fighting off the fear the Angel tried using to stop her. She soon begins to normalize. If she opens them for more than a second, the Angel will escape and she will die. Unable to see, the Doctor suggests she stay in the clearing with the others while he and River proceed to the primary flight deck. Octavian insists that where River goes, he does as well. The Doctor reluctantly agrees, leaving Amy with the remaining Clerics. As they head off, Amy asks him not to leave him. As she sits waiting, the Doctor suddenly reappears and tells her that it's vital she start trusting him. She asks how she can trust him, as he doesn't always tell her the truth. He says that if he always told the truth, he wouldn't need her to trust him. Amy then asks how the crack in her wall can be here, and the Doctor responds that he doesn't know yet, but he's working it out. He requests that she remember what he told her when she was a little girl. When Amy asks him what he told her, the Doctor tells her that what he said isn't the point just as long as she remembers. Just as quickly as he arrived, the Doctor is gone again. As Octavian, River, and the Doctor move through the forest, Octavian tells the Doctor that River is on leave from Stormcage Containment Facility in his custody. Through this mission, she hopes to earn a pardon. While River tries to open the door to the primary flight deck, the Doctor considers the anomalies he has recently noticed: the duckless duck pond in Leadworth; Amy's inability to remember the Dalek invasion of Earth; and the lack of any mention of the CyberKing in Victorian London in the history books. He uses River's scanner to work out that a temporal explosion will occur on 26 June 2010 and cause the cracks in time and space — Amy's time. The Angels stake out the clearing and begin tearing apart the treeborgs to cut off the power supply to the lights. The lights flicker. When they go out, the Angels are nowhere to be seen. Light projects across the forest from the secondary flight deck. Marco, the squad leader, sends Crispin and Phillip to investigate it. Amy insists on seeing its source, though she will have to open her eyes. When she sees it is the crack from her wall, she collapses and begs to know why it is following her. Marco orders Pedro to go to the light. Amy reminds him he sent the other two, but he insists there weren't any others. After some time, Marco decides to go and investigate, having forgotten Pedro as well. Amy pleads with him to stay, but Marco foolishly wishes to investigate what the light is. As a compromise, he leaves her a spare communicator and agrees to speak to her through it. As he reaches the crack, his voice vanishes in a crackle of static. Amy is now left alone without anyone to guard her from the Angels: the one in her mind and the ones outside of it. (At this point, anger being felt towards the clerics is understandable; they put their curiosity above Amy's safety.) River opens the door and steps inside while Octavian waits with the Doctor. The Doctor deduces to his own surprise that time can be unwritten; Octavian tells him to hurry inside because of the Angels. "There's more dangerous things here then Angels." the Doctor retorts. The lights go out. When they return, Octavian is trapped in an Angel's stranglehold. Knowing the Doctor cannot save him, Octavian tells him River is in prison for murder and he shouldn't trust her. As the Doctor flees, Octavian's neck is snapped. River tries to get a teleport working as the Doctor explains the cracks. When she challenges his ideas, he responds with growing rage and tells her the teleport is useless. Amy huddles alone in the forest, blind and with nothing but the communicator. The Doctor contacts her; Amy must make her way to the flight deck. The Angels can only kill her, but the crack can erase her from time. He sends software to the communicator to guide her. Terrified, she slowly makes her way across the forest, soon surrounded by the army of Weeping Angels fleeing from the crack. In their own terror, they do not realise her eyes are closed and their defence mechanisms kick in. They figure it out, though, when Amy trips over a root on the ground. They slowly remove the statue guise, and move in to kill her. Just as an Angel reaches towards Amy, River thankfully gets the teleport working and transports her to the flight deck. The Angels drain all of the ship's energy, opening the flight deck doors in the process. Angel Bob tells the Doctor that if he throws himself into the crack, it will close and the Angels will be saved. When he asks why he should do that, Angel Bob adds "your friends would also be saved". River, as a time traveller, wants to throw herself in in place of the Doctor, but he laughs — she is not even as complicated as one Angel and it would take all of them to equal him. He tells her to get a grip. She continues to protest, but the Doctor tells her to seriously get a grip. River deduces his "genius" plan, and has Amy grab onto the console, warning her not to let go. Angel Bob repeats his request for the Doctor to sacrifice himself, but the Doctor reminds them that they've been draining all of the power on the ship, including that of the artificial gravity; with the words "Night-night", the Doctor grabs onto the console and the ship's gravity fails. The planet's gravity field takes over in its place, sending the Angels plummeting into the crack while the Doctor watches in delight. The crack glows brighter, and closes. Later, a second squad of Clerics cleans up the camp outside the temple while Amy sits nearby, complaining of aches from climbing out of the Byzantium with her eyes shut. The Doctor likewise did so; Amy tells him that he didn't have to do that. "Neither did you" he states. Since the Angels fell into the crack, the one in her mind never existed now. Amy wonders why she remembers them and the Clerics, when they never existed at all; the Clerics all forgot each other and walked straight into the crack. The Doctor explains that, as a time traveller, she now sees things differently. The Doctor goes to River, who has been handcuffed. She is prepared to teleport up to the prison ship, hoping to have done enough to earn a pardon. The Doctor admits that Octavian told him of River's crime that she murdered a man. River confirms this. When further stating that Octavian told him the victim was a good man, she replies that he was the best man she ever knew. The Doctor asks if he can trust her. River laughs, saying he can if he wants to "but where's the fun in that?" She also adds that they'll see her next when the Pandorica opens; the Doctor laughs at this, thinking the Pandorica is a fairytale, River responding with "Aren't we all?" She vanishes with the Clerics. Back in the TARDIS, Amy tells the Doctor she wants to go home. He thinks she means for good, but she insists she has something to show him. "You're running from River. I'm running from something, too." He parks the TARDIS in Amy's bedroom five minutes after they first left. Amy shows him her wedding dress and engagement ring; she is getting married in the morning to Rory Williams. Amy says the she needs comforting, after the recent events. She tries to explain to the Doctor "who" she wants, but the Doctor hasn't a clue to what she is talking about. Seeing he is not going to get hints, Amy tries to kiss him, but he dodges her and stands up. She continues to allude to sexual connotations, all of which the Doctor nervously attempts to fend off. He rebuffs her advances by protesting that he is 907 years old and the kind of relationship she wants will never work out between them. Amy retorts that she was thinking of a one-night stand, not a relationship. She attempts to undress him and finally kisses him, but he pushes her away, citing her marriage the next morning. Amy thinks he's given in, heading to her bed. Realizing that the date of the temporal explosion: 26 June 2010 is the date of Amy's wedding. The Doctor tells her that the most important thing is that he straightens things out with her. He pulls her to the TARDIS, with Amy trying to kiss him again. He pushes her back into the TARDIS just as the clock turns past midnight to the next day. A flashback returns to the conversation River Song and the Doctor were having about the origin of the cracks in time. Amy's wedding day will preclude a catastrophic event. The base code of the universe translates to "26 06 2010", the date of an explosion that caused the cracks to appear. Venice, 1580. Guido presents his teenage daughter Isabella to Rosanna Calvierri and her son, Francesco; they consider her admittance to Rosanna's school. Guido praises Rosanna on her school and begs her to take Isabella, his only daughter. Rosanna claims sympathy for Guido's concern for family, and agrees to enroll Isabella. However, she then quickly has her steward hustle Guido out of the room, telling him they shouldn't wait. Guido puts up a bit of fight, but is still taken away. Circling Isabella with Francesco, Rosanna asks him if she is to his liking. Francesco says Isabella is, flattering her. Her happiness is short-lived though, as the man bares a mouthful of fangs at the girl, who screams. 430 years later in a Leadworth pub, Rory Williams phones Amy Pond's house from his stag party. He leaves a message on her answering machine, telling her how much he loves her and that, if they weren't getting married the next day, he'd propose. One of his guests directs his attention to a cake being wheeled in, making Rory quickly end his call in embarrassment. Everyone chants for the stripper to come out of the cake. To their shock, though, it's the Eleventh Doctor who pops out instead. The Doctor examines the room and to his relief, Rory is there; he missed getting to Rory's stag at least twice with this method. He mentions that the stripper, Lucy, is outside and that they should let her in and give her a jumper to cover up with; "lovely girl, diabetic." The Doctor tells Rory that they need to talk about Amy; she tried to kiss him. He adds, though, that Rory's a lucky man — she's a great kisser! The other guests gasp. The Doctor notices this: "Funny how you say something in your head and it sounds fine." In the TARDIS, the Doctor explains that travelling with him blinds his companions to the important things in their lives back home. Returning to their ordinary lives after sharing adventures with him will drastically change things; the Doctor collected Rory to make sure this doesn't happen to Amy. As a wedding gift, he is going to take them anywhere in time that they wish to visit, "because it's either this or tokens". The Doctor prepares to give Rory the "bigger on the inside" speech, but is shocked that Rory calmly explains ahead of time that the inside is another dimension. Annoyed, he tells Rory that he always looks forward to explaining it. As neither of the couple can think of a place in time they want to visit, the Doctor decides to take them somewhere romantic, pulling a lever. The TARDIS materialises on the dock outside of Venice. The Doctor goes on to explain how Venice was founded by refugees running from Attila the Hun. So many people liked, such as Napoleon, Byron and Casanova. Catching himself saying this, the Doctor checks his watch; luckily, Casanova is not born for another 140 years. The Doctor does not want to run into him because he owes Casanova a chicken due to losing a bet. When they try to enter, they are stopped at the gate and asked to present their papers; Venice has been quarantined at the suggestion of the city's patron, Rosanna Calvierri, to protect the citizens from the plague. The Doctor is immediately suspicious; the plague died out years ago. They present the psychic paper, and are admitted to the city, where they see Guido interrupt a procession of Calvierri school girls, demanding to know where Isabella is. He locates her in the procession, but she does not seem to recognise him and he is immediately warded off by another girl, who bares fangs at him. Amy asks the Doctor what he thinks of the situation, only to find that he's already gone: "I hate it when he does that". The Doctor catches up to Guido, asking why he wants to get Isabella out of Rosanna's school. Guido explains that something evil happens to the girls in Rosanna's school; Isabella didn't recognise him, and the girl who pushed him away had a face like an animal. Intrigued, the Doctor walks with Guido back towards the school, telling him it's time he had a talk with Rosanna. In the school's courtyard, Rosanna is "hydrating" by drinking several chalices of water. Francesco enters, informing his mother of Guido's actions; he then speculates that they have "converted" more than enough girls to be introduced to his brothers. Rosanna tells him that they don't, prompting Francesco to ask permission to take the ones they have already converted into the night to take more girls for conversion. Rosanna tells him that they should let the parents beg them to take their daughters to make it all the more ironic. Francesco leaves, annoyed. Meanwhile, Rory and Amy walk through Venice as he asks what she has been up to. Amy vaguely explains the basics of her travelling with the Doctor, only to be asked by Rory if she thought of him. Amy uncomfortably answers that she knew she would be coming back. Rory then says that the Doctor is right: travelling with him blocks out all the important things. Amy consoles him, explaining that this is their date and that they should enjoy it. Rory agrees, thinking about the absurdity of time travel. They are watched by Francesco, who is offered flowers by a girl. He turns down the offer, but follows her into a tunnel. Nearby, as Rory tries to take a picture of Amy with his camera phone, they hear the girl scream. They run back to find Francesco leaning near her with blood-covered fangs. Rory attends to the girl, seeing that she is okay aside from a lack of blood. Amy follows Francesco, but the trail dead-ends at the river. She does not know she is being watched from below the water. Elsewhere, Guido feigns another attempt at breaking into the school to retrieve Isabella while the Doctor sneaks in through a side gate. He comes across a group of Rosanna's girls, noting that they have no reflection in a mirror. He realises they must be vampires. They threaten to call the steward unless he leaves, if he's lucky. They bare their fangs at him as he backs up to the exit, thanking them for the mystery. The Doctor meets up with Amy and Rory where they watched Guido previously; he and Amy are excited at having discovered vampires in Venice, which appals Rory. The Doctor takes them to meet Guido, and they begin to strategise infiltrating the school. Guido suggests blowing their way in with gunpowder, which he has stacked in barrels, but the Doctor discards the idea. Amy proposes dressing in Isabella's clothing and having the Doctor pose as her fiancé; she will be admitted to the school, and, once inside, will open a trap door that leads down to the river, allowing them inside. However, Rory objects as he doesn't want others to think the Doctor's her fiance. Amy counters that they've already seen the Doctor, but they haven't seen Rory, and offers to go with him as his brother. Rory again objects as they are dealing with vampires, to which the Doctor replies, "We hope." Amy catches onto the Doctor's train of thought: if they're not really vampires, what could be mistaken for them and not mind? At Amy's suggestion, Rory acts as her brother and uses the psychic paper to fake having references from the King of Sweden. After being admitted, Amy meets Isabella inside. Isabella tells her of the school: she is taken regularly in the middle of the night and strapped to some sort of chair, and a process then occurs that Isabella can never remember before morning. All she knows is that the sun now burns her skin. Amy promises to help her escape. That night, she sneaks down to the courtyard and unlocks the trap door, but is caught by the steward. Meanwhile, the Doctor and Rory successfully infiltrate the school through the secret passage. Rory persistently questions the Doctor's relationship with Amy, to which the Doctor either makes jokes or answers honestly. They break into the courtyard, but Amy is nowhere to be found. While looking around, the Doctor uncovers a body drained of all of its fluids in a nearby trunk; this prompts Rory to furiously yell at the Doctor for casually placing Amy in harm's way; there is something about the Doctor which makes his companions want to put themselves at risk to impress him. They are soon cornered and chased through the school by the girls; the Doctor produces a UV wand to keep them at bay. Meanwhile, Amy is forced into the dungeon cell that Isabella described earlier. Francesco and Rosanna Calvierri circle her. Rosanna tries to force her to reveal her true identity, as well as how she managed to obtain the psychic paper she and Rory used to bluff their way into the school, being immune to its effects. When Amy resists, Rosanna orders the process begun, drinking some of Amy's blood. As Amy barely hangs on to consciousness, Rosanna explains she and Francesco drink the girls dry and replace their blood with that of their own species. The girls either die or transform; if they transform, ten thousand husbands wait for them in the river. Amy apologises as she's already engaged and kicks Rosanna's hip, accidentally dislodging a perception filter. Rosanna's true alien form is revealed. The process is interrupted by the commotion caused by the Doctor and Rory. Rosanna and Francesco rush off to investigate, leaving Amy to be found and freed by Isabella. The two women join the Doctor and Rory and make their way through the dungeons, closely pursued by Francesco and the girls. They escape the school, but Isabella's sensitivity to light allows her to be recaptured by Francesco. When the Doctor rushes back to rescue her, he is knocked unconscious by a massive electrical shock that courses through the door; the rescue was a failure. Later that day, Rosanna, Francesco, the converted girls and the staff take Isabella to a plank to be pushed into the water. Carlo, Rosanna's head steward, reads a rite to Isabella, explaining her death is because of her betrayal of the Calvierris. Being pushed into the water, Isabella says she can swim like virtually all Venetians, but soon finds some things are biting her — Rosanna's other sons. They pull her under as Rosanna dismisses everyone but Francesco. She tries to reach into the water, but Francesco warns her that his brothers do not know it is her in human form; she promises her other sons it will be soon. Rosanna returns from the "ceremony" to find the Doctor waiting for her on her throne. He has deduced she is from Saturnyne, and is using a perception filter to appear human; she deduces he is an alien refugee, and is shocked to learn he is from Gallifrey, commenting that he should be in a museum. They question each other, Rosanna revealing her planet was consumed by the cracks in time; she and her children had to flee from the Silence. Running brought them to Earth. Rosanna asks for the Doctor's help in rebuilding her race, but he only wants to know what happened to Isabella. Rosanna does not know who "Isabella" is until the Doctor tells her she was the girl who helped them escape the school; Rosanna remarks that all traitors must be killed. As the Doctor is removed by the steward, he furiously shouts that he will stop her, if only because she didn't know Isabella's name. Rosanna heads to the court yard, where she calls her staff together. She announces that "the storm" is coming. She attempts walking down the stairs but her perception filter begins going on the fritz, scaring her attendant back. Francesco wonders what's wrong; Rosanna deduces that the device was damaged by Amy's kick. She smacks the perception filter until her human disguise comes back into place. She tells Francesco to gather the girls as there's a job for them. Back at Guido's house, the Doctor heals Amy's bite and begins going over the facts. He comes to the conclusion that Rosanna is going to sink Venice and repopulate it with her transformed girls, as there is no way Saturnynians can stay on land for indefinitely. Rory reminds the Doctor that blokes are needed for that, prompting Amy to tell them that Rosanna mentioned "10,000 husbands waiting in the river". The Doctor concludes that only Rosanna's sons survived the trip, and that they are waiting in the canal until their mum can make some compatible mates for them. "Eew. I mean, I've been around a bit. But that is seriously. egh", the Doctor comments. Hearing a bang from upstairs, the Doctor comments that the neighbours are awfully noisy. Guido tells him that there are no people upstairs; smiling, the Doctor tells Amy and Rory that he say that comment coming. Rory wonders if it's "the vampires", to which the Doctor tells him are actually fish from space, pulling out his UV wand for defense. Suddenly, Rosanna's girls appear in the window, to which a disbelieving Rory points out is on the second floor; they smash the window and trying climbing in. The Doctor points his sonic at them, cancelling perception filters; the girls are now fully Saturnynian, with no trace of their humanity or individuality left - they are primal, but loyal to Rosanna. They run down the stairs to the exit, with the Doctor holding back the girls with his UV wand. However, the moment the time travellers get outside, Guido demands the UV wand; he locks them out and heads back upstairs to the gunpowder. He ignites it, blowing up his home, taking himself and the girls with. Realising the danger that lies ahead, the Doctor orders Amy back to the TARDIS for her own safety. Rory thanks him before following her. Rosanna opens a control hub set in her throne and uses it to create a deadly storm over Venice. Widespread panic ensues, as Rosanna watches in delight. The Doctor returns to the school and finds the generator, seeing that he cannot stop it; a deadlock seal, again. Rosanna is surprised by how much the Doctor is trying to save a single city, which is small price to pay for saving her race. He informs Rosanna of the death of her girls and begs for her help in ending the catastrophe. Devastated that her plan has failed, Rosanna leaves, telling him to save the city himself; in overview, its her own fault for not thinking ahead. Outside the school, Amy and Rory catch sight of Francesco leaving the building. Francesco sees them, prompting Amy and Rory to flee. He jumps in the canal to go after them. To their shock, he managed to get in front of them. Francesco focuses on Amy, bitter than a potential mate for his brothers escaped. Rory insults Rosanna, drawing Francesco towards him. Grabbing a broom to fight with, Rory has his weapon cut down to size. Grabbing a sheet off a line, Rory wraps it around Francesco. Rory notes he smells of fish as Francesco charges at him, changing back to normal. Pinned down by the monster, Rory waits for the end. Amy comes to his rescue in the nick of time, using her compact mirror to amplify the sunlight and direct it at Francesco, who is instantly vapourised. Amy kisses Rory; she tells her dazed fiancee that they're going to go help the Doctor. "Okay." he weakly mutters. Amy and Rory return to help the Doctor, sneaking into the school while the steward empties the house of its treasures. The Doctor sets them to destroying the control hub in the throne in anyway they can. He climbs to the bell tower, realising that the tolling bell is powering the generator at the top of the spire. He stops the bell and continues climbing, finally deactivating the generator; the weather immediately returns to normal. Rosanna goes to the river, distraught. She attempts to deactivate her perception filter, but it malfunctions and she retains her human form. The Doctor rushes up, pleading for her to stop; she orders the Doctor to remember her species, knowing he will have to live with the death of their race on his conscience. Before he can reach her, she throws herself into the river, where she is devoured by her sons, who don't recognise her. The trio departs Venice, with the Doctor gleefully remarking that their next trip will be to the Leadworth Registry Office, where he wonders if he can give Amy away at the wedding; however, when Amy continues to express some reluctance at marrying Rory, he sadly asks the Doctor to drop him off where they found him. Amy instead invites Rory to join them, to which the Doctor agrees. As they are about to leave in the TARDIS, a strange silence falls across the city. The Doctor remembers Rosanna's words as he examines the empty street. In Upper Leadworth, 2015, a hugely pregnant Amy Pond is in her kitchen, baking, when she hunches over in pain. A pony-tailed Rory Williams returns home on his bike, and rushes inside when he hears Amy screaming his name, believing her to be in labour; however, it is merely a false alarm and he finds her sitting on the kitchen floor, happily eating from the bowl of cake batter that she has just prepared with a cake spatula. They are about to resume their activities as normal, when they suddenly hear the TARDIS materialising in the garden outside their window; Rory at first thinks it's the sound of a leaf blower. The Eleventh Doctor steps out of his ship, and is greeted first by Rory, then by Amy, who ambles out of the house at a slower pace. He comments on how happy they both look after five years, commenting Amy's weight gain multiple times, despite being told repeatedly that she is pregnant; apparently not listening, the Doctor asks if she's pregnant. The couple takes him on a tour of Upper Leadworth, explaining that most of the people in the village are elderly; hence, they live a quiet life. Sitting down on a bench, the Doctor fails to hide his exasperation with the dull tedium of the village: "How do you fight off the self-harm?" They tell them the boring things they do as birdsong chimes in the background, and they all slowly fall asleep. The Doctor awakes on the floor of the TARDIS, confused as to how he happened to fall asleep so suddenly and believing everything that happened in regards to Leadworth was a dream; he is relieved when Amy and Rory step into the control room, confused expressions on their faces. Rory describes a dream he's just woken up from, with Amy chiming in that she dreamt something similar; as they both divulge details, it quickly becomes apparent that all three of them had the same dream. Something is wrong, but before they can decide what it is, birdsong sounds throughout the TARDIS. They fall asleep and find themselves back in Upper Leadworth. In Leadworth, the Doctor warns Rory and Amy not to believe anything they see, hear, or feel — from now on, they cannot be sure which world is real. The Doctor quickly deduces that they are not experiencing virtual reality; they really must be awake or dreaming, but is Leadworth the dream? Stopping outside the village retirement home and remembering Amy and Rory's previous explanation that many senior citizens in the town live well into their 90s, the Doctor goes inside to investigate — "Something's wrong; let's go poke it with a stick." The residents all appear to recognise Rory, addressing him as "Doctor Williams"; the Doctor, meanwhile, notices something suspicious about each one of them, especially Mrs Poggit, who makes him try on a jumper she is knitting for her grandson. The three fall asleep again, waking in the TARDIS as alarms blare. The Doctor tries to figure out what is happening as the power dies. "We're in a dead time machine". Trying to bring the power back on, the Doctor realises someone is interfering with the TARDIS. A strange man who calls himself the Dream Lord materialises and reveals that he is testing them: one of the worlds they are drifting between is fake, and one is real. In each, they will face a deadly danger. They must decide which world is which; if they are killed in the dream world, they will simply wake up in the real world, but if they are killed in the real world, they will actually die. They are put to sleep again. The trio wake up again in Leadworth and immediately begin arguing over which world is real; the Dream Lord appears again, this time as a doctor, making fun of how he always sees through the Doctor. He then poses this "If you die in a dream, you wake up in reality, healthy recovery in next to no time; ask me what happens if you die in reality." When Rory asks, the Dream Lord responds "You die, stupid; that's why it's called reality." However, the Doctor quickly notices that the senior citizens have disappeared; the Dream Lord vanishes, leaving them to search around. They venture outside and see Mrs Poggit approaching a group of schoolchildren playing inside the local castle ruins. As the Doctor continues to poke fun at Amy and Rory's new life, Amy cries out in pain; both the Doctor and Rory react in terror at the prospect that she is going into labour, but Amy quickly reveals that it was simply a prank to remind the Doctor that her world "just turned him white as a sheet" and he shouldn't make fun of it anymore. Before they can approach Mrs Poggit, though, they fall back asleep. Back in the TARDIS, the Doctor pulls out a spare generator from below the console, and has Rory wind it up to power the circular monitor. Amy wonders why the Doctor is so suspicious of Mrs Poggit, but the monitor turning on diverts their attention. They find the Dream Lord is propelling the TARDIS towards a cold star, and they only have forty minutes before they freeze to death. The Doctor is at a loss for an explanation about the cold star, yelling that he can't know everything about the universe. Rory suggests that they call for help, but the Doctor points out that it is an idiotic idea as the universe is big, highly unlikely there will be anyone nearby a cold star to help them. The Dream Lord appears and taunts the Doctor with a rhyme about the danger in both worlds, before sending them back to sleep. They wake up in Leadworth to find the children missing; while the Doctor investigates, Amy contemplates whether or not life in Leadworth is something she would settle for, prompting some insecurity to arise in Rory, who insists that the Leadworth world is the real one. The Doctor spots small piles of ashes scattered around the ruins, and he and Amy quickly deduce that the children have been vaporised by Mrs Poggit. They look back to the village and see the senior citizens — led by Mrs Poggit — walking towards them. As they approach, the Dream Lord appears, taunting that the the "Attack of the Old People" is a dream, and for everyone to "jump under a bus and wake up in the TARDIS". Amy tries to defend the Doctor, but the Dream Lord points out, "loves a red head, our naughty Doctor", before mentioning his relationship with Elizabeth I. The Doctor stops the Dream Lord's taunts by telling him he knows who he is — there is only one person in the world who hates him enough to do this. Amused the Doctor figured it out, the Dream Lord tells them to worry about the senior citizens, then vanishes. The seniors reveal they are possessed by Eknodines, aliens who are using them as hosts, completely hidden apart from eyestalks which they can reveal at will through their mouths. Their homeworld was destroyed, and so they've come to destroy the human race and make a new home for themselves on Earth. The Eknodines try to kill the trio, but the Doctor steps in to protect Amy and Rory while the couple escapes; the Doctor accepts that Leadworth could be real, failing to try reasoning with the Eknodine. Fleeing to their home, Rory is forced to whack an elderly woman who is waiting for them outside the house with a piece of wood. Inside, Amy rests on the stairway while Rory barricades the door. Amy feels bad that, after having gone so long without seeing the Doctor, she has let him sacrifice himself to save them; Rory is less concerned, assuring her that the Doctor will be fine. "He's Mr Cool!" However, the Doctor — dazed by drowsiness — stumbles through the streets of the village as an army of senior citizens pursues him. He is about to fall asleep as birdsong is heard. He enters a butcher shop and searches madly for a means of escape; however, the "proprietor" of the shop is the Dream Lord, who allows the senior citizens to come in while simultaneously putting the Doctor to sleep. Unwilling to leave himself for the Eknodines, the Doctor uses the sonic screwdriver to unlock a back freezer, closing himself inside before allowing sleep to take him. The trio awake in the TARDIS, and argue about which of the worlds is real. The Doctor believes it's time to choose. He personally believes the TARDIS world is real: "It's a big universe; stars can burn cold, sofas can read". Rory, however, insists the Leadworth world is real, prompting the Doctor to angrily wonder whether they're really disagreeing or competing. Amy wonders what they're competing over and both give her a look. Annoyed, Amy retrieves some blankets from a lower storage area of the TARDIS and turns them into ponchos, which according to Rory is "the greatest crime against fashion since leaderhosen". The Doctor decides if they split up in each world, the Dream Lord will have a harder time putting them back to sleep. The Dream Lord materialises, thinking "Veggie's" idea is good; with that, he sends the Doctor and Rory back to Leadworth and keeps Amy awake in the TARDIS. Before falling asleep, the Doctor promises Amy that he will come back. Rory wakes to find the house under siege. He quickly pulls the unconscious Amy upstairs to their unborn child's nursery, locking the door behind him. The Doctor, meanwhile, calmly primes his sonic screwdriver and opens the freezer door, supercharging the lightbulb to blind the Eknodines and enable his escape. He then commandeers a van, saving a man from attack, and drives through the town, picking up various citizens along the way. After dropping them off at the town church, he goes off to find his friends. The Dream Lord materialises in the backseat of the van and taunts the Doctor's waning relationship with his past companions as they mature after their adventures with him, never to see him again; a good friend would stay in contact, but the Doctor is an "old man" who "prefers the company of the young". The Doctor ignores him, prompting the Dream Lord to see that he can no longer affect the Doctor; he vanishes to taunt another of the trio. Meanwhile, the Dream Lord confronts Amy aboard the TARDIS; anything could happen now that they're alone. Defiant, Amy ignores his lechery. He makes it clear to her that she is not the first woman to travel with the Doctor, and questions her romantic inclinations, claiming Rory is nothing compared to the excitement the Doctor can offer her; however, he also suggests settling for Rory would be better than loving and losing the Doctor. He tells her that they're waiting for her to decide which world is real — "Amy's men, Amy's choice." She decides to return to Leadworth to join Rory and the Doctor. She finds out what has happened as the Doctor climbs into the nursery via a window; he reveals that while he was once sure that the TARDIS was reality, he is now uncertain. Mrs Poggit breaks into the nursery's second window, and Rory immediately stands to action, determined to protect Amy and their baby; however, he is promptly hit by the deadly gas secreted from her eyestalk. The Doctor promptly jams a nearby lamp into Mrs Poggit's face, causing her to fall to the ground outside. Telling Amy to look after their baby, Rory dissolves into dust. Amy begs the Doctor to save Rory, but he sadly says that he cannot — "then what is the point of you?". Distraught, Amy decides that Leadworth is the dream; it cannot be real because Rory isn't there with her. She and the Doctor make their way outside, past the suddenly docile Eknodines, and approach the van; the Doctor explains that if they're in a dream, their attackers know what they're about to do. Before giving her the keys, the Doctor asks her if she's sure of what she's about to do; Amy replies that she is, and that even if it is real, she doesn't want to live in a world without Rory. As the Dream Lord watches, the two drive the van straight into the house, killing themselves and several Eknodines in the process. The Doctor, Amy, and Rory awake in the TARDIS, almost frozen, but alive. The Dream Lord appears, congratulating them on their success; in a show of benevolence, he steers the TARDIS away from the cold star, and turns the power back on before vanishing. The Doctor, however, is not convinced, and sets the TARDIS to self-destruct despite Amy and Rory's protests. The Doctor explains that the Dream Lord would have had no power in the real world; he was offering them a choice between two dreams. Amy asks him how he knows that, to which The Doctor replies, "Because I know who he is". A blinding white light floods the control room. The three wake up in the TARDIS once more. The Doctor presents his companions with a speck of psychic pollen from the candle meadows of Karass don Slava; it had fallen into the time rotor and heated up, creating the dream state. After blowing the pollen into space, the Doctor reveals that the Dream Lord was a manifestation of the dark side of his personality. He sets the TARDIS on a new course. Rory asks Amy what stopped the Leadworth dream, having forgotten his "death"; Amy tells him, confessing that she did not know which world was real, but that no matter what, she could not live without him. The couple share a kiss; Rory, when asked by the Doctor where they'd like to go next, tells him it's Amy's choice. As the Doctor works the TARDIS controls, he briefly sees the Dream Lord's face within his reflection on the console, giving a sinister smile. This troubles the Doctor enough to look around; when his reflection is shown again, it is his own — the Dream Lord is no longer there. In 2020, in the small Welsh village of Cwmtaff, a team led by Dr Nasreen Chaudhry is attempting the deepest drilling project in history to investigate minerals that have appeared locally, but otherwise have not been seen on Earth's surface for over twenty million years. Mo Northover, a night watchman on the project, is helping his dyslexic son Elliot read the book The Gruffalo, without his headphones for the audio option. His wife Ambrose gives him his lunch, and sends him off to work. At the site, Ambrose's father, Tony Mack, is celebrating their latest drill with Nasreen. They have reached their latest goal of 21 kilometres! Mo arrives, and sends them off so he can start his shift, happy to a have a peaceful night to himself. By night time, a strange earthquake strikes. Investigating, he finds a smoking hole in a storeroom floor. He plunges his hand in and finds nothing beneath it but air. After his torch is dropped onto the dirt, though, he watches as it sinks. He manages to pull himself away, but bumbles, getting his feet stuck in the dirt. He is promptly dragged down. Shortly thereafter, the Eleventh Doctor arrives in Cwmtaff with Amy Pond and Rory Williams, having promised them a vacation in Rio de Janeiro, missing by several thousand miles; the TARDIS has brought them to the wrong place yet again, much to the annoyance of the companions. As they look across the valley, Amy spots two figures waving at them from the opposite hillside. It is Amy and Rory from ten years in their future, coming back to revisit past glories. Though she finds this "interaction" with her future self thrilling, Amy still wants to go to their intended destination. However, the Doctor is intrigued by blue grass in the cemetery where the TARDIS has parked, as well as the drilling operation in the valley below; it's the reason the ground "doesn't feel right". He insists they investigate, much to Amy's annoyance and expectation. While the Doctor and Amy head off to explore, Rory returns Amy's engagement ring to the TARDIS for safekeeping, promising to catch up to them. As he leaves the police box, he is stopped by Ambrose Northover, who mistakes him for an investigator she called down for. Seeing that he cannot get away, Rory decides to play along until he gets an opportunity to run. Along with her son Elliot, Ambrose explains that her aunt Gladys' grave has been dug up without the round being disturbed. The body, the coffin — it all just disappeared! While Ambrose leaves to get tea, Elliot talks to a baffled Rory, telling him his conclusion is that the bodies are eaten by the graves. He learned to think this way from his Sherlock Holmes audiobooks: "When you've eliminated the impossible, whatever remains, however improbable, must be the truth." Travelling with the Doctor, Rory knows Elliot may just be right. At the mine, the Doctor and Amy meet Nasreen and Tony, who are investigating the hole in the store room. Checking the readings on Nasreen's computer, the Doctor announces the earth is shifting when it shouldn't be; specifically, the shifting is only and directly under this room. Abruptly, another earthquake strikes and more holes appear. As the group rushes to escape, Tony is caught in one of the holes. Despite the Doctor's orders that she keep moving, Amy stops and tries to help Tony, only to be caught in one of the holes herself. Nasreen and the Doctor double back to help the two. Nasreen helps Tony to safety, and the Doctor orders them to shut the drill down while he holds onto Amy. Though he promises not to let go of her, he can't stop her from being pulled under. When Nasreen and Tony return — having shut off the drill too late to save Amy — the trio continues inspecting the earth. The Doctor deduces the earth was bio-programmed to attack whenever it perceived a threat. Nasreen's drill, which has breached a network of tunnels twenty-one kilometres down, was such a threat. Transport pods are heading for the surface, and will arrive in twelve minutes. The Doctor, Nasreen and Tony gather the equipment and make for the local church, where they encounter Rory, Ambrose and Elliot; the Doctor dismisses Rory's concerns about the graves. The attackers create an energy barrier around the town to prevent escape. Ambrose and Rory are furious their loved ones have been lost, but the Doctor promises to get them back, though he requires their cooperation. The group sets up a network of cameras and security alarms around the church, and continues monitoring the pods' ascent via Nasreen's computers. Elliot, meanwhile, draws a map of the entire village, marking the locations of the cameras placed. The Doctor, distracted by the impending threat, allows Elliot to leave the safety of the church so he can return home and collect his headphones. The attack begins with the energy barrier blocking out all light. The attackers' advanced technology knocks out all the electricity in the area including the camera network, leaving the group blind. Elliot is chased back to the church by a reptilian, humanoid creature. It catches up with him before the group can open the church door. Ambrose races into the night, calling for her son. She is attacked by one of the creatures. When Tony steps in to rescue her, the creature lashes at him with its venomous tongue. The Doctor gives chase, using special sunglasses to determine that the creatures belong to a species he's encountered before. With Rory's help, they trap it in the back of Ambrose's Meals-on-Wheels van, with the cold putting it to sleep due to its reptilian nature. The other creatures flee; both sides have hostages now. Amy awakes beneath the surface; she is trapped in a clear container. Banging her fists against the container, Amy demands that whoever put her in the container let her go. Despite her protests, a shadowy figure with a surgical mask activates a control, flooding the container with gas that knocks her out again. The Doctor and Rory bring the creature to the church cellar, and restrain it with chains. The Doctor deduces it is a member of an unknown, three-hundred-million-year-old branch of the Silurians, the reptilian race that inhabited Earth before the humans; he's failed numerous times before to make peace between them and humanity, mostly due to humanity being uncompromising. He confronts the prisoner, a warrior called Alaya. She says the Silurians have been hibernating below Cwmtaff for countless centuries, but their civilisation was disturbed by the drill, threatening its safety. The Doctor tries to negotiate with her, but Alaya declares war. The Silurians will wipe humanity off the surface of the planet, and reclaim what is rightfully theirs. The Doctor returns to the church hall, and informs his companions that he will travel beneath the surface to commence negotiations, and rescue Amy, Mo and Elliot. While Tony insists they dissect Alaya to learn more about what they are facing, the Doctor refuses. If they are to get their loved ones back unharmed, Alaya must be kept alive. He entrusts the humans with this responsibility, paying particular attention to Ambrose, who has opposed his actions so far, and likely poses the most danger to his attempts to once more broker peace between Silurian and human. As the Doctor goes out to the TARDIS, Nasreen follows, asking to go down with him; he reluctantly agrees. Nasreen and Tony share a passionate kiss before she departs. Tony returns to the church and inspects his wound in a mirror, horrified to realise that the veins around the injury are turning green. Rory, Ambrose and Tony visit Alaya, who warns them that one of them will kill her, which will ignite a huge war between the two species. And she knows which one of them did do it. Below the surface, Amy regains consciousness again. She is strapped to a standing surgical table in a Silurian surgery. Mo is imprisoned next to her, and warns her of her impending live dissection. He reveals a long scar stretching down from his chest as evidence of this. Amy hears footsteps, and looks forward. She sees tools banging and chiming behind a masked surgeon. She begins to struggle as the surgeon approaches her with a scalpel. He closes in on her. Amy struggles, but can't break free as the surgeon enters her surgical chamber. In the meantime, the TARDIS is dragged under by the bio-programmed soil and into a cavern deep within the Earth. The Doctor and Nasreen begin exploring the surrounding tunnels in search of the Silurian camp. The Doctor warns Nasreen to expect a small group of perhaps a dozen Silurians. However, she points him to an entire civilization living beneath the Earth, stretching for miles around. A view of the Earth is shown from space as the sun rises from behind it, illuminating the features of the planet. A Silurian narrates that his people are now awakening in 3020, and that he remembers the day 1000 years ago when he met the Doctor and the loses that the Time Lord suffered because of failed attempt to negotiate peace. Nasreen wonders if waltzing straight into the city is a good idea as the Doctor assures her that the "front door approach" is always the best idea. An alarm goes off, announcing hostile life forms entering the city. Shocked at being called hostile, the Doctor admits that the "front door approach" may not have been the best idea. They turn to leave, but Silurian soldiers arrive and hold them at gunpoint. The Doctor tells them they are not hostile, but the Silurians knock them out with gas. Amy and Mo are strapped to surgical operating tables in a Silurian surgery. The Silurian surgeon, Malohkeh, is getting ready to dissect Amy. He removes his mask and tightens Amy's straps. Malohkeh notes that Amy is reacting differently to the cold than Mo; Amy yells she was dress for Rio. He then takes the scalpel and begins to put it in Amy's chest, but is called away to examine the Doctor and Nasreen. Amy, who has sneaked the remote controlling the surgical tables from the surgeon, releases Mo and herself and they escape into the city. While searching for a means of returning to the surface, they find Elliot, trapped in suspended animation, but alive. The Doctor and Nasreen are strapped to tables in a separate laboratory and forcibly scanned; while Nasreen is complacent, the Doctor cries out in pain. Malohkeh converses with Commander Restac, wondering if there has been any word from Alaya. When Restac briskly responds in the negative, Malohkeh assures her that it is all right to show some emotion as they are from the same genetic line. Malohkeh begins to decontaminate the Doctor and Nasreen; again, the Doctor cries out, begging Malohkeh to stop. Because the Doctor is not human, the decontamination process affects him differently — not only does it cause him severe pain, but it removes half of the bacteria keeping him alive. Against Restac's wishes, Malohkeh stops the process after seeing an internal scan shows he is not human. Thanking Malohkeh, the Doctor asks if they have any celery. Malohkeh explains the drill threatened the oxygen pockets above the city; the Doctor is pleased to hear about such technology, but then realizes that the impending drill wasn't a very nice greeting. The Doctor asks for Restac's identity, learning to his annoyance that there is a military. Restac demands to know where the rest of their "invasion force" is. The Doctor tells Restac that the two of them are not an invasion force, revealing that they've come down to negotiate a trade of prisoners: Alaya for the three humans the Silurians took. Restac, however, is less inclined to negotiate, and orders the execution of Nasreen and the Doctor out of spite. On the surface, Tony approaches Alaya for help in curing the venomous sting on his shoulder, promising to release her if she can do something for him. Alaya refuses and amuses herself by having Tony describe what the venom's effect feels like. Ambrose eventually learns of Tony's injury and Alaya's refusal to help. She angrily confronts the Silurian, threatening her with a taser. Alaya encourages her to use it, which she does; on the second shot, Alaya collapses as Tony and Rory arrive, and she dies in Rory's arms. They both become angry with Ambrose because she killed their only bargaining chip to get their loved ones back. Ambrose expresses remorse for what she's done. Restac and Malohkeh lead the two prisoners to the city's execution chamber, flanked by Silurian warriors. The Doctor explains the nature of the Silurians' hibernation to Nasreen: centuries before, their astronomers predicted a planet was on a crash course for Earth, so they hibernated below the surface to avoid the catastrophe. The planet was, in fact, the moon coming into alignment. Malohkeh is impressed with the Doctor's knowledge of their race, prompting the Doctor to reveal that he'd previously met another branch. Restac is happy to hear more of her race has survived; however, the Doctor sadly informs her that humans killed them, reigniting Restac's rage. (Although he keeps his own murdering of Silurians (and Sea Devils) a secret.) Once inside the execution chamber, Mo and Amy appear, brandishing guns they have taken from sleeping Silurian warriors, with the intention of rescuing the Doctor. Restac swiftly disarms Amy, forcing their surrender. The two are added to the procession. When Malohkeh protests, Restac dismisses him. On the surface, Rory and Tony berate Ambrose for what she has done to Alaya. Suddenly, Restac's face appears on the screen of a deactivated computer monitor in the church cellar. She has somehow manipulated the monitor to address the humans and negotiate Alaya's return. Though the Doctor orders Ambrose to let Rory handle the situation, she steps in and declares she has had enough of the Silurians' orders. She refuses to return Alaya unless Restac releases her family. Angered, Restac orders the first execution: Amy. The computer monitor goes dark. However, before the Silurian warriors can fire, their leader, Eldane, arrives with Malohkeh and countermands the order. Malohken knew Restac was only acting on bigotry and needed their wiser leader to make the decisions. Eldane tells Restac to "go play soldiers" somewhere else, dismissing her. Now free, the Doctor, realising his chances of negotiating have been reignited, resumes communications with his companions on the surface, ordering them to bring Alaya down via the Silurian transport pods in the mine store room. Reaching the mine, Ambrose encourages Tony to reactivate the drill on a timer in case things go wrong. The Doctor appoints Nasreen and Amy as the ambassadors for humanity and allows them to talk to Eldane. Amy wonders if the Earth is shared in the future, prompting Nasreen to ask what she means. The Doctor reveals that he and Amy travel in time, surprising both Nasreen and Eldane. He then explains time is in flux at this moment, which means they can create a future where humanity and the Silurians live harmony on the surface, rather than have more genocide. Calling the meeting together, the Doctor leaves with Mo to collect Elliot. Malohken brings Mo and the Doctor to the stasis chamber Elliot is in; he begins shutting it down. The Silurian explains that he didn't mean any harm, he just slowed Elliot's growth so that he can study how he matures. Malohkeh explains that his family has been studying human evolution through the centuries, but he is the only one awake for the last 300 years. The Doctor expresses his fondness towards a fellow scientist. The boy is released and the Doctor apologises for putting him in harm's way. Elliot happily forgives him. The Doctor, Mo and Elliot return to the negotiations, but Malohkeh opts to stay behind to check something. Hearing that cryo-storage has been opened, he rushes to see what is happening. He discovers Restac has awoken more of her warriors. She states that she is protecting them from the apes, clearly showing that she has been consumed by a xenophobia towards humanity. Restac tells Malohkeh that he has done good work, but has no place during war; she kills him, leaving the others unaware of her growing insanity. Amy, Nasreen and Eldane talk about how the Silurians might be able to live alongside humans. Amy proposes using areas of the Earth uninhabitable to humans (such as deserts) as new habitats for the Silurians. However, Nasreen wonders about the resources and population problem that would ensue; there's already 6 billion humans, what happens when the Silurians start reaching that number? With the promise of a place to live, Eldane insists his race can bring new technology and resources. Amy and Nasreen are pleased to hear there is benefits to sharing the Earth. As the meeting concludes, the Doctor comments on how well things have gone. Eldane leads the Doctor and his friends to the laboratory. They barricade themselves inside and try to think of a way to proceed. Time is running out before the drill reactivates and destroys the Silurian city, but with Restac's warriors surrounding them, they cannot return to the surface and turn it off. Restac's too blinded by rage to realise she'll die. Eldane decides to use an emergency failsafe. He will use the controls to release a cloud of toxic gas across the city. The Silurians in suspended animation in their cryochambers will be safe, but those under Restac's orders will be killed. The Doctor, with Nasreen's reluctant permission, agrees to program an energy surge to destroy the drill and prevent any further threat to the city. Though the Doctor regrets the failure of compromise, Eldane insists the Earth is not ready for the return of the Silurians yet. With this, the Doctor informs his companions that in a thousand years, the Silurians will return to the surface no matter what and they must spread the word, either religion or rumour; the Earth must be ready to accept the Silurians. Tony decides to stay behind when he learns the Silurians can cure his wound, which is causing mutation. Nasreen also opts to remain with Tony, thanking the Doctor for helping her fulfill her dream of seeing the Earth. The Doctor ushers his companions to the TARDIS, ordering the Northovers inside and telling them where the medical bay is. However, he is distracted by the sight of a crack opposite the TARDIS; Amy recognises it instantly. The Doctor is distressed that he doesn't understand it, especially when he remembers that Prisoner Zero and the Weeping Angels seemed to know what it was. Knowing that the cracks were caused by a temporal explosion, he muses that with an explosion, there is shrapnel, and reaches into the crack; wincing in pain, producing a shard of smoking debris. Before he can take a good look at it, Restac crawls into the room, having let herself be poisoned so she can get her revenge. She aims her weapon at the Doctor, but Rory jumps in the line of fire, taking the hit. Before Restac can fire again, she dies. After a brief conversation with Amy, Rory dies in her arms. The Doctor, seeing Rory has already been surrounded by the time field, forces Amy into the TARDIS, where they watch as Rory is slowly being wrapped in tendrils from sent out of the crack. A devastated Amy reminds the Doctor what he told her after the Byzantium: she remembered the Clerics because she is a time traveller. This, however, is her own history changing, so it's different. He tries to help Amy remember Rory, which he admits is possible if there is no distraction. As Amy remembers Rory, her memories of him begin to fade. Amy tries her best, but the TARDIS has a bumpy landing that breaks her concentration. She forgets all about him. All that remains of Rory is the engagement ring he gave Amy lying on the floor of the TARDIS console room, and the Doctor's memories of him; the ring exists because the inside of the TARDIS exists outside of the normal time-space. The Doctor, Amy, Elliot, Mo and Ambrose rush out of the TARDIS to see the drill explode. Some time later, Ambrose wonders why the Doctor didn't leave her to be killed by Restac; he tells her that and eye-for-an-eye leaves the world blind, and that it's never the way. Firmly, the Doctor tells Ambrose to make up for her murdering of Alaya by making sure that Elliot grows up to be the best of humanity, which she had failed to be. The Doctor and Amy return to the TARDIS. Amy stops to wave at her future self on the opposite hill; for a moment, she believes she saw someone else next to her as well, but quickly forgets about it, reminding the Doctor of Rio. Once she is inside the TARDIS, he remembers the debris he pulled from the crack. It is a scorched blue and white fragment of wood with black lettering. The Doctor holds it against the sign on the TARDIS door, confirming it is a broken piece of the TARDIS exterior. The Doctor worriedly enters the TARDIS. The Doctor and Amy visit the Musée d'Orsay in Paris, winter 2010. They walk into the exhibit filled with the works Vincent van Gogh, who is Amy's favourite painter." She thanks the Doctor for bringing her to see the paintings. He accepts the thanks awkwardly. Seeing the Doctor fidgety, Amy asks him why he is being so nice to her, taking her to several places she wanted to visit and other peaceful locations, such as Arcadia and the Trojan Gardens. She jokes that she's suspicious, to which he defensively snaps that he is always nice to her, and that there was nothing to be suspicious about. Amy tells the Doctor that she was just joking, but wonders why he's not. Before she can question the Doctor further, a child says, "It's the doctor," prompting them both to look behind them to see a child looking at the painting of Vincent's doctor. The child reads his guide pamphlet to a friend, explaining Vincent painted it shortly after his mental health started getting worse. He immediately stops the curator, Dr Black, in the middle of an explanation, using the psychic paper to pose as an inspector. The Doctor asks to know when The Church at Auvers was painted, asking Dr. Black to be specific as possible. Dr. Black tells him that it was painted between the first and the third of June 1890, one year before Van Gogh committed suicide. Complimenting Dr Black's bow tie, the Doctor grabs Amy's hand and drags her away. When Amy tells him she wants to see the rest of the paintings, the Doctor tells her that it's a matter of life and death — they need to speak to Vincent Van Gogh! The TARDIS materialises in Auvers-sur-Oise. The Doctor and Amy begin their search for van Gogh. Finding a café featured in one of his paintings, the Doctor questions two waitresses cleaning the tables outside. They say van Gogh is a mad drunk who never pays his bills, and, when the Doctor says he's a good painter, they laugh heartily. The café owner rushes out, followed by a red-headed man trying to bargain with him. The owner exasperatedly informs him the painting is no good for a trade (given that it will frighten the other patrons); the man must either pay or leave. The Doctor watches Amy look in awe at the painter, to whom the Doctor wordless confirms is indeed Vincent. The Doctor offers to pay for Vincent; either for the drink or the paining, which would allow Vincent to pay for a drink. Vincent van Gogh turns around and demands to know who the Doctor is. The Doctor tells him that he's new in town. Vincent tells the Doctor that there are some things he needs to know: 1) He pays for his own drinks (this earns more laughter), 2) If the Doctor wants to stay in town, he better not buy his painting, or he'd get laughed out of town (everyone nods); 3) Amy's cute, but the Doctor should keep his big nose of of other people's business. Before the painter can resume haggling with the café owner, Amy offers to buy a bottle of wine which she will share with whomever she chooses, to which Vincent agrees. The cafe owner doesn't have a problem with this, so long as the drinks are payed for. Inside the café, the Doctor introduces himself properly. Vincent misunderstands the title and believes him a doctor sent by his brother; the Doctor explains that he's not a medical doctor. Trying to make casual conversation, the Doctor learns from Vincent that he has arrived right before he is to paint the church. Amy sees a painting Vincent has with him and quickly corrects herself when she praises it as one of her favourite paintings. The painter then wonders if Amy is from Holland like himself, due to her accent; Amy honestly says no, but the Doctor "corrects" her and says "yes." Vincent and Amy begin flirting, but stop at a scream from outside. In the street, they find a young girl has been brutally killed. Her mother pushes her way forward. Upon spotting Vincent (who everyone considers a madman), she takes out her grief on him, blaming him for her daughter's death. The crowd throws stones at him, and the Doctor, Amy and van Gogh leave hastily. The Doctor learns this is the second recent murder. Vincent asks the Doctor and Amy where they are staying, which the Doctor takes as an invitation to stay at Vincent's studio. At the studio, Vincent apologises for the mess his collective works make and leads them inside. When the Doctor keeps asking about the church, Vincent catches this and begins wondering what he's up to. However, he puts a pot for coffee on one of his works, prompting Amy and the Doctor to tell him to treat them better as they are precious. Explaining about how he paints, Vincent tells them that he believes that there is so much more than what the normal eye can see. Having travelled throughout all of time and space, the Doctor says that he doesn't need to be told. After a bit too much coffee, Vincent begins rambling on about how he hears the colours; the Doctor tries hearing for the voices of the colours as well. Vincent then explains that every time he leaves his home, he can hear the world yelling at him to capture the mysteries on canvas. The Doctor calmly tells Vincent that he has had enough coffee and offers to make some calming chamomile tea. However, he then notices that Amy is not in the room any more, as he hears her screaming from outside. Vincent and the Doctor find Amy on the ground. She says that something attacked her while she was looking at the paintings. Vincent begins screaming in horror and backs away from them. The Doctor thinks that he is having some kind of fit as Vincent charges past them with a pitchfork; the painter tells them to run as he swings the pitchfork around. The Doctor encourages Amy to take cover while he calms Vincent. However, Vincent yells for the Doctor to duck as he is swept off his feet by something large and invisible. Realizing Vincent is not having a fit, but can actually see the beast, he grabs a stick to help fight it. As he cannot see it, the Doctor uselessly swings the stick around to help cover more ground; Vincent wards the creature off. Vincent tells the Doctor, who is still swinging the stick around, that the beast has left. The Doctor asks Vincent what the creature looked like; Vincent says that he'll show them.. Leading them back inside, Vincent whites out a canvas of flowers — much to Amy and the Doctor's horror — and proceeds to draw the creature on it. The Doctor is shocked by what it looks like and decides that something in the TARDIS can help identify what it is. He instructs Amy to look after Vincent and make him comfortable as possible; he then jokes to her, asking Amy not to "let any invisible monsters in the house". He tells them he'll be back before they can ask where he's gotten to; he then immediately returns to scare them silly, telling them not to ask too fast. Inside, the Doctor rummages through a drawer full of junk, apologizing to the object he is looking for as he thought it was an embarrassing gift from a dull two-headed godmother with bad breath (twice). Pulling out a portable device, the Doctor hooks it to the printer on the console. He smiles at the mirror-like attachment on the device, and it shows his first two incarnations and his personal information. Seeing that it works, the Doctor shows the device Vincent's painting, which it misinterprets as a parrot and polar bear, unable to clearly make out what it is. Annoyed, the Doctor tosses the painting aside; he grumbles that Vincent will have to try painting something better. It's dawn by the time the Doctor exits the TARDIS. Strapping the device to himself, the Doctor does not notice the creature reflected by the device. Having got a clear image of the creature, the device beeps, giving the Doctor the information about it; he mistakenly believes that it needed some time to get it right. Reading the information, the Doctor feels sorry for the "poor, brutal thing," wishing to see it again soon. Upon seeing the beast's reflection, he calmly says "but not that soon", before running off to escape it. To obstruct the creature's path, the Doctor drops debris behind him to slow the creature as he hides behind a corner. Using the mirror on the device, the Doctor finds that it has left in a different direction. He turns around, only to be scared by Amy; he demands to know why she left Vincent unguarded. Amy explains that though she loves his artwork, she finds it hard to like Vincent's snoring. The next morning, the Doctor wakes Vincent, who steps into the courtyard to see Amy surrounded by sunflowers; she tells Vincent it's her way of thanking him for saving her yesterday. Amy suggests he paint them, but Vincent explains they are not his favourite; Amy is confused by this, as Vincent will paint a picture of them. Vincent explains he finds them complex, half-living and half-dying, but it would be a challenge, to which the Doctor responds that he believes that he'll rise to the occasion. Giving Vincent a print-out of the creature, the Doctor explains that it's called a Krafayis. They travel through space in packs, a brutal race of scavengers. This one has apparently been abandoned. It will kill without mercy until it is killed — unlikely, given its invisibility. Nonetheless, he assures Vincent they can stop the killings if he will paint the church. Vincent agrees and the Doctor informs him that, afterwards, he and Amy will leave. Once Vincent has departed, the Doctor expresses concern at putting him in such a dangerous situation; if he is killed, half of the paintings on display in the Musée d'Orsay will vanish. After a while, the Doctor and Amy have gotten tired of waiting for Vincent getting ready. Wondering what is keeping him, the Doctor finds the painter lying in bed, sobbing. He is devastated the Doctor and Amy are prepared to leave him, like everyone else. The Doctor tries to console and encourage Vincent, whose mood becomes more violent. He orders the Doctor to leave; shocked, he complies. Outside Vicent's room, the Doctor runs into Amy, who wonders what they're doing. The Doctor explains that they're leaving; Vincent has a fragile psyche and will kill himself in just a few short months; trying to force Vincent might accelerate his suicide and cause the disappearance of his final works. They will have to try finding the Krafayis without Vincent's help, hoping it will still arrive at the church without the presence of the painter. However, right before they can leave, Vincent arrives, calmed and ready. On the way to the church, Amy tries to talk to Vincent about his depression. Vincent explains that his moods sometimes bother him for months at a time, but they got lucky today; he adds if she can "soldier on," then he can too. This confuses her, which prompts Vincent to reveal he can hear her sadness and believes that she has recently lost someone. He also points out she is crying, which she hadn't realised. The Doctor listen in, surprised. They stop in the road as a funeral procession, for the girl who was killed last night, passes; everyone glares at Vincent. Amy questions the Doctor, wondering what his plan is this time. However, the Doctor tells her he's got something like a plan, "only more greatness"; he's armed with overconfidence, a sonic screwdriver and the device in his briefcase. At the church, Vincent begins to paint. The Doctor spends the time talking to Vincent about his past meetings with Michelangelo (who took the job of painting the Sistine Chapel despite being afraid of heights) and Pablo Picasso (who he tried getting to paint normal faces). As it becomes night, the Doctor becomes frustrated as the Krafayis is not punctual, confessing to Amy that something doesn't feel right. Vincent sees the beast in the window. The Doctor goes inside, ordering his companions not to follow. Vincent questions Amy as to if she will follow the Doctor; she responds, "of course," prompting Vincent to tell her he loves her. Inside, the Doctor "fights" the creature, but when his device is destroyed, he prepares to retreat. Outside, Amy and Vincent hear the chaos. Amy runs inside, calling for the Doctor. The Doctor attempts to exit the church, but bumps into Amy. Despite being annoyed that she disobeyed him again, he forces her to hide in the confessional with him. They whisper to each other as the Krafayis attacks them. The Doctor remarks the Krafayis has incredible hearing. As it tears the confessionals apart, Vincent appears, brandishing a chair to distract the beast, allowing the Doctor and Amy to escape. Vincent returns with his easel, holding it like a weapon. He says the creature is making its way around the edges of the room. The Doctor calls himself an idiot for not noticing this sooner, saying he is getting old; Amy tells him he can do his self-reflection later as they have a pressing matter. Slapping himself, the Doctor explains that the Krafayis was left behind because it is blind, but he yells his deduction. Vincent points out "that would explain why it has now turned around and is now running right at us!" As it attacks, Vincent stabs the Krafayis with the legs of the easel. It collapses, badly wounded and dying. It begins crying it is afraid, and the Doctor consoles it as it dies. Vincent mourns he didn't mean to kill it, only wound it, and that he understands its lonely existence. The Krafayis was lashing out in fear, just like the people who hate Vincent for being a madman. Amy, Vincent, and the Doctor lie in the grass outside the church; Vincent says they are lucky to still be alive to see the wonders of the world. Vincent encourages them to see the world as he does (we see the night sky turn into Vincent's Starry Night painting), saying the blackness of the sky is actually multiple shades of blue. Using his telepathy to briefly look into Vincent's mind, the Doctor sees the sky as the painter does. Smiling, the Doctor admits that he has seen many amazing things in his life, but nothing quite as wonderful as what Vincent sees. Vincent tells his friends he will miss them when they're gone. The next morning, Vincent attempts to give his self-portrait as a parting gift, but the Doctor, knowing what it will be worth one day, refuses it. The painter takes this in stride; he's used to having his works of art refused. Vincent admits that, despite his experiences over the last couple of days, he won't do well on his own. As the Doctor and Amy depart, he gets an idea, asking Amy if she's had the same one; she doesn't as she's thinking about grabbing breakfast at the café. The Doctor calls to Vincent (who looks out his window, half-dressed), telling him to tidy up as there is something he wants to show him. They take him to the TARDIS, which is now covered in circus posters; the Doctor slices through them with the TARDIS key and opens the doors of his time machine. The Doctor reminds Vincent about how they talked about the wonders of the universe before showing him inside. Seeing the inside, Vincent examines the outside and returns to the Doctor and Amy. He enters, amused, asking how he's "crazy", while they've managed to remained sane. The Doctor explains some of the buttons on the console, secretly steering the TARDIS. Vincent is amazed by all the Doctor has told him and asks that they come back to the café, and explain more about the wonders of the universe. However, the Doctor tells him that there is something they wish to show him first. Stepping outside, they reveal to Vincent they're now at the Musée d'Orsay in 2010; the time vortex energy has also reduced the posters covering the TARDIS to cinders. Explaining where they are, the Doctor and Amy lead Vincent into the museum, leaving his hat back in the TARDIS to avoid arousing suspicion of his identity. Led through the building, Vincent looks in awe at the exhibits, then is even more surprised when he is led into the section dedicated completely to his paintings. While Vincent stares at people enjoying his work, the Doctor finds Dr Black again, asking if he can summarize where Vincent stands in history. Dr. Black is taken aback, as it's a "big question". Amy positions Vincent close enough to hear his response, as Dr Black praises Van Gogh for turning his pain into incredible beauty, calling him not only the world's greatest artist, but also one of the greatest men of all time. Vincent is reduced to tears by these words and the Doctor starts to apologize, thinking this was too much for him. However, Vincent explains he's crying out of joy; now he knows that people will love his paintings. He hugs Dr Black and thanks him for his kind words before leaving with his friends. Dr Black is confused, and suspects the truth before thinking better of it. Vincent is returned to 1890, where he comments on what has happened and thanks the Doctor for truly helping him where other doctors have not; the Doctor is equally joyous, bidding his new friend farewell. He then tells Amy that should she grow bored of the Doctor, she may return and they will have a big family. Amy tells Vincent that she's "not the marrying type"; the Doctor is subtly distressed to hear this. Leaving for home, Vincent hears the TARDIS leave and turns back to see it gone. He then leaves, happy, and sure he will use his experience to change himself into a new man. The Doctor and Amy return to the Musée d'Orsay. Amy is certain their time with Vincent changed him. Having seen people's lives turn out better from meeting them, Amy believes that they have prevented Vincent from committing suicide and spending a longer life painting. Ecstatic at the prospect of seeing new paintings, Amy happily skips back into the exhibit. However, to her shock, there are no new works. To her furthering sadness, she overhears Dr. Black still announce to tourists that Van Gogh still went through with committing suicide at the age of thirty-seven. Amy is heartbroken that they didn't make a difference in Vincent's life at all, but the Doctor rejects this. He says that good things can't remove the pain of bad things, but bad things can't spoil the good things and they certainly added a large amount of good to Vincent's life. The Doctor shows Amy that the face of the Krafayis is no longer visible in the window of the church. Another change becomes evident as they prepare to leave. Amy sees Van Gogh's painting of sunflowers, now dedicated to her. Amy jokes that if she had children with Vincent, they would have had really red hair. The Doctor jokes back, saying it would be the "Ultimate Ginger". Amy cries as they both laugh. The Doctor comforts her. Amy notes that the picture is brighter than real sunflowers. The TARDIS materialises in a park in Colchester. The Doctor pops his head out and realises they have not arrived at the Fifth Moon of Sinda Callista, apologising to Amy for the mistake. Before he can pull his head back in to set the proper course, a jolt pushes the Doctor outside as the door closes and the TARDIS dematerialises, with a screaming Amy still inside. The Doctor is left on his back, looking completely shocked; he begins worrying for both Amy and the TARDIS's safety. Later, a young man enters a house to help an elderly gentleman calling to him for assistance, so he goes up to the top floor flat. In the flat below, Craig Owens and his friend, Sophie, discuss their usual plans for the evening - "pizza, booze, telly." She points out that a rot stain on the ceiling is growing before receiving a call from her friend Melina, who is upset over a recent break-up. Sophie would rather not bother going, asking Craig if he minds her skipping out on their plans; he has no qualms with it. She packs up her things, ready to go comfort her friend. However, Sophie subtly tries to have Craig ask her to stay, but Craig points out that they're only having pizza. Unknown to Craig, Sophie glances back, sad; she proceeds to leave. Once she has gone, Craig berates himself for being a coward; he's in love with Sophie, but hasn't worked up the courage to tell her. Craig gets himself hyped up, determined to tell Sophie his feelings for her the next time they meet. Hearing the doorbell ring, Craig notices that Sophie forgot her keys to his flat (as usual). Picking them up, he rushes to the door, opening it and saying "I love you." However, he then realizes it's not Sophie at the door, it's the Doctor — "Oh, that's good to know, cause I'm your new lodger". The Doctor takes Sophie's keys, thinking they are for him, but Craig takes them back and explains that he is not sure if he wants the Doctor here. Believing the problem may be about rent, the Doctor hands him a paper bag with some rent money in it — three thousand pounds; he tells Craig he cannot tell if the amount is too much. The Doctor introduces himself, greeting Craig with cheek kissing, thinking it's how humans greet each other these days. Stepping into the entrance hallway, the Doctor wonders who lives in the upstairs flat; Craig explains that he doesn't really know, but the tenant tends to keep to himself and stay quiet. At that point, a loud bang comes from the upstairs; "Most of the time," Craig quips. Proceeding into Craig's flat, the Doctor notices the rot stain on the ceiling and warns Craig to keep away from it, accidentally calling himself "the Rotmeister" because he's an expert in rot. Saying that he'll take the room, the Doctor is informed by Craig that he hasn't even seen it yet. Taken to the empty bedroom, the Doctor is told by Craig that he shared it with the owner, a good buddy of his, until a few months ago, when an uncle he never heard of left a ton of money in his will to him. The Doctor finds this oddly convenient, thinking to himself that he may have had a hand in it - time travel, both helpful and inconvenient depending on what the situation is. Using the psychic paper, the Doctor presents credentials and references to prove to Craig that his title is legit. To Craig's surprise, the Doctor has a reference from the Archbishop of Canterbury; the Doctor explains that he's his patient's "special favourite". To ease Craig's uncertainty, the Doctor prepares omelettes for the two of them, using a strange array of ingredients. He notices a picture of Sophie and Craig taped to the refrigerator and wonders who she is. Craig explains that they work together at a call centre. He quickly segues into a narrative about his job and how he could make their work more efficient, though his bosses won't listen to him because he is merely a phone drone. He absently wonders why he's telling the Doctor all about his life when they've only just met. The Doctor half-jokes that he has a face people never stop blurting their plans out to. When Craig wonders where the Doctor's luggage is, the Doctor assures him that it will materialise if all goes according to plan, confusing Craig even further. Meanwhile, the TARDIS has attempted another landing at the park but fails. Inside the console room, Amy screams and grips the console as the equipment backfires and sends up sparks; she yells at the time machine, demanding to know why it won't land. The TARDIS vanishes again, stuck in a materialization loop. After enjoying the omelettes, Craig wonders where the Doctor learned how to cook. The Doctor says Paris, in the 18th century, then corrects himself until he says the recent 20th century. Craig wonders if the Doctor is told he's weird and the Doctor responds by telling him people never stop. Craig explains he doesn't like travelling, prompting the Doctor explain it's obvious by the state of Craig's sofa; he's starting to look like it. Amused, Craig decides that even through the Doctor is weird, he can cook, which is all he needs to know; he gives the Doctor a set of keys. Craig then explains that if either of them needs time alone with a girlfriend or -after giving the doctor a look over- a boyfriend, they would respect each other's privacy and stay out of the flat for the night. The Doctor, not knowing what exactly Craig means agrees to shout "I was not expecting this!" That night, the Doctor contacts Amy through an earpiece; he asks her what she knows about what normal human men do, finding her answers - drinking and playing football - easy to do, but boring. Amy holds the phone to the TARDIS engine, letting the Doctor know it's stuck in a materialization loop to try landing; he then gravely explains whatever is preventing it from landing is big — scary big. To stay incognito, he must avoid using alien tech like the sonic screwdriver, or risk alerting whoever lives on the second floor. He can only use the earpiece because anyone else hearing their conversation will think he's saying complete gibberish, due to a built-in scrambler. Meanwhile, a young woman is lured into the flat by a man who calls for her help. Craig overhears the Doctor through the wall, and just as the Doctor had told Amy, all that can be heard are silly sentences formed of random words. Craig speaks to Sophie over the phone, she warns him to be careful of the Doctor, suspecting that he might be a drug dealer because he happened to have three grand in a paper bag. Suddenly, the young woman in the upstairs flat screams, and everyone apart from the Doctor and Amy — time travellers — become stuck in a time loop, where their actions are repeated over and over again. The TARDIS shakes more violently and the Doctor orders Amy to use the zigzag plotter on the console to stabilise it. After getting off the phone with her, he goes out and collects parts for a scanner, returning late at night with a cart full of junk. The next day, the Doctor showers (singing opera) while Craig impatiently waits in the hallway for his turn; he knocks on the door, asking the Doctor how much longer he will take. The Doctor yells back "Sorry, I enjoy a good soak." Hearing a loud bang from the floor above, Craig goes upstairs to check on the lodger; an old man answers the door, telling Craig that he needs no help, sending him back downstairs. The Doctor realises Craig went to investigate the loud bang, and hurries to save him; falling out of the shower, the Doctor scrambles to grab his sonic screwdriver. With his towel wrapped around him, the Doctor rushes to the hall, pointing the device; however, he discovers that he grabbed Craig's electric toothbrush instead of the sonic screwdriver. Putting the silly moment behind them, the Doctor wonders about the upstairs lodger; Craig explains that nothing was wrong. Craig proceeds back into their flat, while the Doctor heads up the stairs to check for any abnormalities. However, Sophie arrives to see Craig, meeting the Doctor; he greets her, letting Sophie into Craig's flat. Sophie talks with Craig, telling him that he didn't mention that the Doctor was attractive. The Doctor picks up on Craig and Sophie's feelings for each other and wonders how there got to be so many humans if they're always like this — unable to express their feelings to each other. A phone call distracts Craig, while Sophie is left embarrassed. Before the Doctor can return to his bedroom to get dressed, Craig invites him to fill an open spot on his pub league football team, the King's Arms, which the Doctor agrees to after, initially mistaking a pub league for a drinking competition. While the Doctor dresses in a spare football outfit he tells Amy over the earpiece that if he stayed in the flat all the time, the "man" upstairs would get suspicious of him. Amy congratulates him on playing football, something normal. However, the Doctor is confused as to what it actually is, asking, "Is it the one with the sticks?" Walking to the match, the Doctor is questioned again by Craig what his name is, but no avail. Sophie is okay with not knowing the Doctor's name, unlike Craig. The Doctor meets Craig's fellow football teammate, Sean, who asks him where he's strongest; the Doctor responds "arms". Craig then explains that Sean means where on the football field is the Doctor best at playing. Not knowing, the Doctor decides to find out by trying. As the match starts, the Doctor makes several kicks straight into the goal, showing incredible skill and talent (growing to love the game), and earning cheers from the bystanders, who chant his name. By the end of the game, the Doctor has earned the admiration of the entire team, much to Craig's frustration. While the team celebrates its win, Sean says that with the Doctor, they'll annihilate the other teams. The Doctor mistakes this for actual killing and begins to give a speech, but then realises his mistake and offers his assistance in football whenever they need it. Just then, everyone apart from the Doctor becomes stuck in another time loop (Craig gets stuck repeatedly having a soda explode in his face) as an older woman is lured into the second story flat. The TARDIS simultaneously begins to shake violently, but the zigzag plotter does not work this time. The Doctor informs Amy that unless he discovers what is causing the time loops, she and the TARDIS could be thrown off into the time vortex without any hope for return. Later at the flat, Craig knocks on the Doctor's room, surprised to see him open it holding a traffic cone. Craig tells the Doctor that Sophie is coming over and asks the Doctor to keep out of the way for the evening (he is planning to profess his love for Sophie). The Doctor insists that Craig will hardly know he's there, but is quickly distracted by a bang from upstairs — "That's the idea". The Doctor slams the door in Craig's face before he can respond, returning to the scanner that he is constructing. Craig overhears the Doctor's exclamations, thinking he is even odder than he thought, but quickly dismisses the idea, deciding to return to his plans. As Craig and Sophie enjoy some wine by candle-light, she notices that the rot on the ceiling has gotten much larger since the previous day. Craig ignores her concern about the rot, beginning a prepared speech about his feelings for her. However, right as it seems Sophie has caught on and they are about to kiss, they surprised by the Doctor, who has appeared behind the sofa. He asks them where the "on switch" is on a regular screwdriver. Craig tries sending the Doctor away by asking if he had something to do elsewhere; however, the Doctor says he has nothing planned. Sophie then invites the Doctor join them for some wine; Craig sarcastically agrees. The Doctor and Sophie cannot pick up on Craig's frustration. While the Doctor continues inspecting a variety of electrical wires for the scanner, Sophie tells him of her dreams to go to Africa and work with animals. The Doctor uses reverse psychology to make Sophie admit she doesn't want to keep working in the call centre, thereby inspiring her to look at care programs to send her abroad. As Craig walks Sophie out, they talk about her dream and what could be keeping her here. Both unable to express their love, Sophie leaves. Unbeknownst to them, the "person" upstairs has overheard them and light crackles from behind the door. Elsewhere, the Doctor has returned to his room and finishes the scanner, but the readings for the second story appear normal, a fact which disturbs him. Over the earpiece, Amy complains that something being too normal is odd to him. Taking the snide remark in stride, the Doctor orders Amy to look up the building schematics while he recruits a spy. As Craig cleans up, he decides to investigate the rot; he momentarily hesitates to touch it. However, remembering the Doctor's oddness has caused him nothing but headaches, Craig decides to ignore the warning and touches the rot. He instantly pulls his hand back in pain, but thinks nothing of it. The next morning, the Doctor has prepared breakfast for Craig (likely as a way to apologise for the previous evening), but finds him in a near-death state in his bedroom. The Doctor examines Craig's hand to find that he's been poisoned by the rot; frustrated by Craig's stupidity, the Doctor says he gave fair warning not to touch the obviously poisonous rot. He hits Craig's chest to make him breathe, mixes a remedy to reverse the enzyme decay, and encourages him to get some rest. Craig protests, as he has a business meeting to attend, but soon falls asleep. Waking mid-afternoon, Craig is horrified that he's late and rushes off to work. There, he finds the Doctor has rudely terminated one of Craig's clients, with the approval of his boss. Craig asks why the Doctor is there, to which his boss explains that the Doctor went to the planning meeting as Craig's representative; thanks to him, they are now more efficient. Sophie brings the Doctor some tea and tells Craig that she is going to start working with animals as a volunteer, but Craig — blinded by anger — insists he is fine, disappointing her. Craig is told to return home by the Doctor as he looks pale; Craig storms off in response. Humorously, the Doctor answers a call, asking the caller to hold for a moment so he can eat a biscuit. Upon returning home, Craig has had enough of the Doctor's mysteries and takes a spare key to the Doctor's room, unlocking it and discovering the scanner the Doctor has constructed. The Doctor returns home at the end of the day and happens upon a cat that he sent upstairs; he learns from the cat that there are many people up there who have never come back down. Craig, who is playing darts, overhears the Doctor and looks out the peephole to see the Doctor speaking to the cat. This being the final straw with all his oddness, Craig opens the door and asks the Doctor to leave, babbling about how the Doctor's popularity has overshadowed him and driven Sophie away, even showing he knows about the odd device; the Doctor tries passing it off as art. The Doctor tells Craig that he cannot see himself living anywhere else except this flat, just like him, calling a better town a dump to reinforce his statement. However, Craig remains insistent that the Doctor leave. Seeing that diplomacy cannot work, the Doctor grabs Craig by the collar, saying he is going to regret what he's about to do - "First, general background". He headbutts Craig, who sees memories of the Doctor's past; both are in pain from the headbutt and telepathic contact. Craig is shocked to learn that the Doctor is a time-travelling alien, to which the Doctor calls himself the "eleventh". He then adds specifics with another headbutt, informing Craig about the TARDIS, unable to land. Craig then babbles about the Doctor using the non-technological technology of Lammasteen to build his scanner to keep it hidden. Writhing in pain, the Doctor grabs Craig's mouth, yelling for him to shut up. Once his headache passes, he shows Craig a note that was left to him by Amy, though he admits that "his" Amy hasn't written it yet. Sophie comes to the flat to speak to Craig, but is drawn upstairs by a little girl asking for help. The Doctor calls Amy at the same time, asking if she found the schematics to the flat; Craig can understand the Doctor's conversation now that he has some of the Doctor's knowledge. The Doctor goes on the explain the time loop is caused by people getting burned up in the upstairs flat, which is causing the rot in Craig's ceiling. However, a new time loop then starts; Craig momentarily is stuck repeating his shock about the Doctor's comment, but snaps out of the time loop thanks to his knowledge about it. They rush out of the flat, finding Sophie's keys in the lock to the flat and realising she was lured upstairs. About to enter, they are contacted by Amy, who explains the building schematics don't have an upstairs. Opening the door, Craig and the Doctor discover that the flat is actually a spaceship. Sophie comes out of the shadows, screaming as an invisible force pulls her towards the control console. The Doctor manages to deactivate it. A hologram materialises inside the room, explaining that it is functioning as an auto-pilot. Posing as a rescue worker, the Doctor learns the spaceship crashed and the crew is dead, so the hologram is now testing humans in search of a suitable replacement. The Doctor calls it a stupid auto-pilot because it is unable to learn from its mistakes. Realising that the Doctor is an alien, the hologram begins pulling him to the console, thinking he is the correct pilot. Amy suggests that perhaps the Doctor could fly the ship safely, but the Doctor explains that he is too much for the ship and if he were to touch the console, it would not only blow up the ship, but the entire solar system. Later, Craig and Sophie snog happily, deciding that they could do anything together with their lives. They proceed to continue snogging as the Doctor sneaks in to return his spare keys to the flat. However, when the Doctor turns to leave, he stopped by Craig. The Doctor promises the couple that he will come back, but Craig dismisses this, knowing it's not true because he's seen the Doctor's thoughts. Nevertheless, Craig still gives the Doctor a set of keys to the flat as a gift. Glad to have met a human friend who understands him, the Doctor accepts the keys. Reunited with Amy back in the TARDIS, the Doctor orders her to write the note to his past self, which will eventually direct him to the flat. While searching the Doctor's jacket pocket for a pen, she discovers the jewellery box containing her engagement ring. Stunned, she opens the case and examines it. Meanwhile, a crack develops in the apartment wall behind Craig's garbage can. The crack widens with brilliant light spilling out. In the TARDIS, Amy stares ahead with a very confused and scared look on her face. In France in 1890, Vincent Van Gogh, who has finished his sunflower painting and dedicated it to Amy, screams and sobs unceasingly. Doctor Gachet and Madame Vernet are at his bedside; Gachet tries to calm Vincent with Venet complaining about how much worse Vincent's screaming is compared to his drinking as the whole neighbourhood can hear him. Gachet firmly tells Venert that Vincent is ill before she notes the painting displayed on a nearby easel is worse than his usual work. Gachet stops attending to Vincent briefly to see the painting; both wonder what it can be. In the Cabinet War Rooms in 1941, Professor Edwin Bracewell (now with a working replacement left hand) carries a rolled-up canvas to Winston Churchill's office. Bracewell shows it to the Prime Minister, explaining it's a Van Gogh original found behind a wall in an attic in France. Obviously, the painting is a message; Churchill doesn't understand it. However, Bracewell points out that he's not to understand it, but to deliver the message instead; they both know who needs to see it. At the Stormcage Containment Facility in 5145, a guard answers the phone outside River Song's cell and says there is no "Doctor" in the prison. River tells the guard she's entitled to phone calls and receives the phone. Once she realises it's not the Doctor on the other end of the line, Churchill demands to know where the Doctor is. River explains that phoning the Time Vortex doesn't always work; however, the TARDIS cleverly rerouted the call to her. River demands the message. She returns the phone to the guard and asks if this is his first day. When he says it is, she apologises and kisses him. Her hallucinogenic lipstick makes him delirious and enables her escape. In the Royal Collection that same year, River walks among the paintings in the gallery. She finds the one she is looking for, but trips an alarm on her way out and is held at gunpoint by Liz 10. River asks Liz if she has met the Doctor, making the Queen smile while remembering her adventure with him; she explains to Liz that the Doctor is in trouble, making the Queen wonder why she is stealing a painting if it's true. River explains the Doctor must see the painting; she has Liz look at the painting, which horrifies the Queen. River speaks to Dorium Maldovar at the Maldovarium. Dorium has heard rumours that she is seeking time travel; he offers her a vortex manipulator taken from the wrist of a Time Agent. Dorium informs her that it is not cheap, wondering if she's brought him another "pretty toy." River offers him a Callisto Pulse, which can deactivate micro-explosives from up to twenty feet away. Dorium wonders why he'd need it and learns that she had slipped some micro-explosives into his wine. In the TARDIS, Amy is sitting on the swing below the console floor, examining the ring she found in the Doctor's jacket before. The Doctor pops his head down from above, making her hide the ring. The Time Lord tells Amy that he has just had the most brilliant idea; they're going to visit Planet One, the oldest planet in the universe, where an undeciphered message has been carved into a diamond cliff face and never translated before. The TARDIS translation matrix will crack the inscription and reveal to them the oldest message in creation. When they step out to see it, the message reads, "Hello, sweetie," with a set of temporal coordinates carved beneath. The coordinates lead them to Roman Britain in the 2nd century, where Amy notes that Roman history was her favourite topic at school. They are greeted by a Roman soldier with a lipstick smear across his mouth; he thinks the Doctor is Caesar. He takes them to meet "Cleopatra," who is actually River in disguise. he scolds River for her graffiti, only for her to retort that he doesn't answer his phone. She shows them Vincent's painting; they are shocked to see it's a painting of the TARDIS exploding. As the Doctor has already retrieved a TARDIS fragment from a Time Field in a Silurian city, this new find worries him greatly. He asks if it has a title; River informs him it's "The Pandorica Opens", and that Vincent left coordinates in the painting to lead him there. Amy wonders what it is; River explains the Pandorica is a prison designed to contain the most feared thing in all the universe. The Doctor then begins looking at maps, despite River's protest that it won't be on one; however, the Doctor says that if someone buried the most feared thing of all, they'd want to remember where. The Doctor, Amy and River ride to Stonehenge to find the Pandorica. Amy explains to River that she warned them about this after climbing out of Byzantium; River says that she hasn't, but will. River's scanner also gives a reading that shows energy weapons have been fired on that spot, implying that the Pandorica is there. The Doctor quickly deduces that they need to get underground; by nightfall River has placed devices that move a stone on the ground away from a secret entrance. They descend, not noticing a Cyber-head, which begins to reactivate. They discover the Pandorica, much to the Doctor's disbelief, as he thought it was simply a fairy tale. He goes on to reexplain that the most feared being in all creation, a trickster soaked in the blood of a billion galaxies, who could not be reasoned with, was locked in the Pandorica. Amy wonders how; the Doctor says that like most fairy tales, a good wizard tricked it. River expresses her hatred for good wizards in fairy tales as she feels they always turn out to be the Doctor. Amy notes the name is similar to Pandora's box, her favourite childhood story. The Doctor quickly notes the link between the Pandorica and the Romans: both of them have been claimed by Amy to be her favourites; he tells her that one should never ignore a coincidence, "unless you're busy; in which case, always ignore a coincidence." Scanning the Pandorica and the surrounding area, River finds its security failsafes are turning on and the box is opening. Amy then wonders how Vincent could know about it, prompting the Doctor to scan the pillars of the room; the pillars are acting a big transmitters, sending a warning to every across time and space that the Pandorica is opening. Poor Vincent heard the message in his dreams. River then makes the Doctor realise that anyone who can hear the message might be showing up; they quickly reverse the signal to scan for any time-active species, learning, much to their horror, that there at least ten thousand ships into Earth's orbit. Every one belongs to the Doctor's enemies. They return topside, where they see several ships entering Earth's atmosphere. River warns the Doctor that "everything that ever hated you is coming here tonight," asking him to run for once. The Doctor ask where he can run, making River wonder how he can fight. The Doctor simply tells his worrying companions, "the best fighting machine in the history of the universe — the Romans!" The Doctor sends River back to camp to appeal to the Roman commander for help. However, he has realised that she is not actually Cleopatra, who is dead in Egypt, and refuses. River calls the Romans barbarians compared to what is coming that night, firing her energy weapon, disintegrating a cabinet to demonstrate her power. Before the commander can grasp the implications, a centurion arrives to volunteer. Back at Stonehenge, the Doctor monitors the Pandorica and uses its force field technology to buy them half an hour. She then wonders what the Pandorica has to do with the TARDIS exploding, but the Doctor tells her that they have to focus on one problem at a time. Amy asks about the engagement ring she found in his jacket pocket. He explains that it belongs to a friend of his and that it's a memory of that friend; he says sometimes people fall out of the universe, but leave traces behind that can bring them back. Not getting what the Doctor is encouraging her to remember, Amy asks if his friend was nice. He then asks her if she remembers the night she flew away with him. He admits he was lying when he told her there wasn't a reason he was taking her. He draws her attention to her house; it's too big with too many empty rooms and her life doesn't make any sense. Before she can respond, a laser fires. They hide behind the Pandorica. The Doctor tells Amy that he usually has great plans, but not this time; he needs to draw its fire to find out what's shooting at them. "Look at me! I'm a target!" yells the Doctor as he briefly jumps into the open and hides again. The Doctor tells Amy that it's the arm of a Cyberman firing. Due to the cracks, Amy does not remember Doomsday, so the Doctor explains a Cyberman is a cyborg, except it's like being a screaming organ donor. He tells Amy to distract it so he can disable it. The plan succeeds, with the Doctor grabbing the arm and scrambling it's circuits with the sonic screwdriver. However, he warns her to stay back as the arm could be bluffing. Amy is ordered to stay a safe distance away, but she is grabbed by the wires coming out of the Cyber-head, which has worked its way down the steps, as the arm shocks the Doctor unconscious. The head grabs Amy's arms with its wires and opens, ejecting the skull of its last occupant and tries to take Amy's head. Amy smashes the Cyber-head against the Pandorica until the wires come off her arms. The head fires a dart into her neck. The head tells Amy she will be assimilated, prompting her to ask "You and whose body?" At that moment, the Cyber-body arrives; reattaching its head, it advances on an increasingly drowsy Amy. She takes cover in a side chamber, where she hears it banging on the doors in its attempt to get in. However, when things grow silent, she wonders if the Doctor woke and stopped it. Suddenly a blade comes through the door, barely missing her head and the doors open to reveal the Cyberman stuck to the door. Seeing a centurion on the other side, Amy asks who it is. The centurion steps into the light and removes his helmet to reveal Rory. Amy finally succumbs to the dart's effects and faints. The Doctor wakes and enters the side chamber to find Amy alright. He initially doesn't register Rory's reappearance, as he's trying to puzzle out the latest attack. He notices that the room is a sentry box with Cyberman weaponry, and the "headless wonder" was a sentry that the Cybermen left behind that got damaged by the locals. However, the Doctor is only left further confused; is it a Cyberthing in the box? He then thinks better of the idea, knowing the Cybermen won't lock up one of their own. He tells Rory that he is missing something standing right in front of him. As he still hasn't really noticed him, Rory emphatically agrees; the Doctor says he'll figure it out in a minute. He leaves the room, only to return a moment later to prod Rory in the chest in disbelief. They have an awkward conversation. Rory knows he died near the Silurian city, but can't account for how he ended up in the 2nd century. They are alerted to the descending alien fleet and the Doctor leads the way outside. He stands on a rock and addresses his enemies over a communicator, telling them to stay in place as he's talking. The Doctor informs them that he has possession of the Pandorica and it's opening. Though they have plenty of weapons, he has nothing to lose. He reminds them of all the times he has defeated them in the past, and encourages them to "do the smart thing. Let someone else go first." With that, the fleet promptly flees. Rory and the Doctor return to the Pandorica and try to make sense of what has happened; Rory explains his time with Amy and the Doctor felt like a dream he woke from when he found himself a Roman in this era. Amy wakes, but fails to recognise Rory, devastating him. He is told by the Doctor the crack should have erased him from completely, though he's still here; Amy's memory of her time with the original version was wiped. The Doctor admits he can't explain Rory's appearance, supposing it to be something like a miracle, which he hasn't seen in all his years. He gives Rory the engagement ring and encourages him to go after Amy; "she's Amy, and she's surrounded by Romans; I'm not sure history can take it." River tries to return the TARDIS to the Doctor, but the engine take-off noise is not quite right, making her wonder what's wrong with it. The TARDIS is thrown through the vortex and materialises outside Amy's house on 26 June 2010, the date of the explosion that caused the cracks in time and space. As she leaves the TARDIS to explore, a crack splits the scanner screen and a voice cries, "Silence will fall!" River notes landing patterns of alien crafts and enters the house, which has had the door broken off. She realises it belongs to Amy. In Amy's room, she finds a book on Roman Britain and a copy of The Legend of Pandora's Box. There is also a photograph of Rory and Amy, where Rory is dressed as a centurion. All of the pictures from the books resemble things and people back in the second century, near the Doctor. Thus explaining why there's another Rory; whoever copied the people in the book mistook him for one of the characters due to his costume in the picture. She rushes to the TARDIS and, once there, contacts him to warn him. The Doctor has become impatient with River and demands to know where she is. River explains her discovery and is confused as to how they can be fake as her lipstick works on them. The Doctor comes to the conclusion that these projections or duplicates may believe that they're real — the perfect disguise. However, when River tells him the date, the Doctor tells her about the cracks and to go to any other date to prevent them from occurring. When this doesn't work, he tells her to land and leave the TARDIS as the engines will shut down automatically when there is no-one inside. Though she manages to land, the doors are locked. A piercing, shrill noise comes from the Pandorica, that can be heard above ground; the Romans begin falling asleep on their feet. Even Rory, who is talking to Amy, has to resist shutting down. The Romans wake and advance on the Doctor. They are Autons controlled by the Nestene Consciousness. They seize the Doctor, explaining the Pandorica is ready. Much to the Doctor's shock, he sees Daleks, Cybermen, Sycorax, Judoon, Silurians, Sontarans, Roboforms, Hoix, Zygons, Terileptils, Slitheen, and many other past foes materialise in the room. They explain that the Pandorica is ready for him; inside the box is a chair meant to hold one person. Above, the Auton Rory continues to fight against the Nestene's command to drop his personality and join the other mindless drones. Repeatedly yelling that he is Rory, he manages to finally jog Amy's memory. She asks him if he remembers the ring he never let her wear in case she lost it; he shows her the ring. As Rory continues crying, Amy hugs him, saying she won't lose him again. However, Rory's Auton body betrays him as his hand opens to reveal the gun inside; he shoots Amy in the stomach. Amy hugs Rory as she dies; Rory is left to grieve while fighting for control of himself. Back below, the Autons drag the Doctor to the prison and clamp him into the chair inside. The Doctor is aghast that all of these races have managed to form an alliance and asks how that is possible. They explain that it is an alliance against him, as he will cause the end of the universe. They know that the TARDIS will be at the centre of the explosion that ends the universe and (as they wrongly believe) he is the only one who can fly the TARDIS; they will imprison him in the Pandorica to stop the explosion. To lure him to this spot, they built the perfect trap, using Amy's memories as building blocks. The Doctor shouts his innocence, that the threat to the universe is the TARDIS, not him as the alliance doesn't know about River and that he can stop the explosion. The alliance refuses to listen to their hated enemy, and the Cyber-Leader orders the Pandorica closed over his desperate pleas. Somewhere in time, River improvises a way to open the TARDIS doors by using a controlled explosion. However, upon opening the doors, River finds a stone wall blocking her departure. "I'm sorry my love." River says sadly, turning to the console. It sparks and eruption begins. Rory holds Amy's body in his arms, crying. The screen pulls away into space, where several explosions occur, signifying that the cracks have finally begun eating the universe entirely. All the explosions cease. Earth is left in the middle of a spreading, black void. Silence falls. In 1996, Amelia Pond sits in her bedroom, praying to Santa Claus for help mending the crack in her bedroom wall. Believing she has heard something in her garden, she runs to her window. The garden is empty. Later, she gives a drawing she has done of the night sky — complete with stars and the moon — to her psychiatrist, Christine. Christine explains gently there are no stars. The night sky is empty save for the Moon. That night, Amelia overhears Christine and her aunt talking about her. As she eavesdrops at the top of the stairs, she sees a pamphlet advertising the National Museum slipped through the letterbox by a familiar figure wearing a fez. He flees when she notices him. There is a circle drawn around a notice of the Pandorica exhibit and a note reading, "Come along, Pond." Amelia and her aunt go to the museum. Amelia runs off and makes her way to the Pandorica exhibit, passing a variety of strange machines on display; other exhibits are quite wrong as well, such as penguins in the Arctic. Someone also steals her soda before she can notice who did it. At the exhibit, Amelia sees another note stuck to the face of the box. It reads, "Stick around, Pond."This prompts Amelia to hide out in the museum to find out who is leaving notes for her. After the museum's close — and Aunt Sharon's failure to find her — Amelia returns to the Pandorica and curiously sets a hand on it. Mechanisms on the face of the box glow green, scaring Amelia enough to make her back a few feet away. The Pandorica opens, but instead of the Doctor still being imprisoned inside, the occupant is instead Amelia's older self: Amy Pond. Noticing her younger self, Amy tells the confused Amelia, "Okay, kid, this is where it gets complicated." In 102 A.D. the Auton duplicate of Rory Williams cradles a dead Amy Pond, comforting himself by telling her how the universe ended; it would mean they never get born, twice in his case. Amy would laugh at that; he begs her to laugh. Suddenly, a fez-wearing Eleventh Doctor appears in front of them, holding a mop. He tries calming Rory by saying it's not the end of the world, but then corrects himself by saying it's the end of the universe. The Doctor vanishes and reappears without the mop. A confused Rory is instructed to free the Doctor from the Pandorica; the Doctor is already out. The Doctor explains that he is already out, but back then, which is the present for Rory, he is yet to escape. Giving Rory his sonic screwdriver, the Doctor wishes him luck and informs him to put the sonic in Amy's top pocket when he's done with it. Rory follows the Doctor's instructions, opening the Pandorica with the sonic. A confused Doctor quickly deduces he'll set up the chain of events that lead to his release. Rory questions the Doctor about the stone remains of the Alliance; they are the after-images of the races that now never existed due to the destruction of the universe. He then wonders where Amy is; Rory gives a remorseful look. Showing Amy to the Doctor, Rory asks if there is anything he can do for her. The Doctor says he can if he had the time, angering Rory, as he continues to explain that all lifeforms except for them and humanity have been deleted from existence; "Your girlfriend isn't more important than the universe." Losing his cool, Rory gives a good blow to the Doctor's jaw, knocking him down. ""She is to me!!!" Rory screams. The Doctor quickly pulls himself back up, laughing, and relocates his jaw, welcoming Rory back; he had to be sure. Putting Amy in the Pandorica, the Doctor explains that she is not an ordinary girl due to having the universe pouring through her dreams every night thanks to the crack in her wall, so when the Nestene took a memory print off Amy, they got a bit more than what they bargained for — Rory's soul inhabits his Auton replica. Sealing the Pandorica once more with Amy inside, the Doctor explains to Rory that it prevents people from dying as it's a form of escape; it can stasis-lock Amy in a near-death state until it gets an external sample of her DNA, which will take around 1900 years. Recovering River's vortex manipulator, the Doctor sets it for the future. Offering Rory a lift to the future, the Doctor is bewildered when he decides to remain behind to guard the Pandorica. Despite the warning that he'll go mad from never sleeping (due to his awareness of being fake now), Rory insists; the Doctor relents, but warns him he isn't indestructible and gives him fair warning of all the things he knows can cause an Auton to be destroyed or become faulty before vanishing into the future. In the museum, Amy explores the Pandorica exhibit, paying no mind to the younger version of herself. She finds a video on "the Lone Centurion" — a man in Roman armour who protected the Pandorica wherever it went for 1839 years. He was last seen in 1941, dragging the box away from an incendiary bomb; it is believed the Centurian died in the inferno. Amy realises he was Rory, retaining her recovered memories of him, but there is no time for her to dwell on this. The restorative light from the Pandorica has reactivated a stone Dalek in the exhibition and it's heading straight for the Ponds. The Doctor appears, having used the vortex manipulator to travel 1894 years into the future. The Dalek shoots at him and Amy, prompting them to take cover with young Amelia; they're trapped. A museum guard appears and the Dalek deems him unarmed. However, the guard declares, "Wanna bet?" and uncaps his hand, revealing a laser gun to disable the Dalek. Amy rejoices when she sees that the guard is the Auton Rory. They kiss while the Doctor realises the "light" from the Pandorica restored the Dalek partially. He also takes a fez from a display, putting it on Amelia, who refuses it; the Doctor dons the hat himself. The Dalek begins coming back to life once more due to the Pandorica still being open. The Doctor leads the group away from the Dalek, blocking the door with a mop to buy time. When Rory recognises his appearance, he fixes the timeline by travelling back to 102 A.D. and ordering that version of Rory to let him out of the Pandorica. He leaves the notes for Amelia, all of which led her here. Humorously, the Doctor even fulfills Amelia's request for a drink while running around the timeline, snatching it from the earlier version of herself at the museum. A confused Amy wonders how the Doctor keeps vanishing, making him explain what the device on his wrist is: "cheap, and nasty time travel; it's bad for you. I'm trying to give it up." As they head for the roof, another version of the Doctor appears at the top of the stairs, badly injured. He falls down the stairs and whispers in the Doctor's ear before dying. The Doctor announces he has only twelve minutes to live. Amy is confused, but Rory points out that they can't just leave his body there. Feeling challenged for who's in charge, the Doctor asks Rory what they're going to do about Amelia. They look back to see nothing but Amelia's spilt drink. The Doctor explains history is still collapsing, and now there was never any Amelia Pond, confusing Amy; how can she be there when her younger self isn't? The answer being that they are all anomalies in the timeline, so they have greater immunity than those who are normal. They head for the roof. On the building's roof, Rory and Amy are confused by the sudden daylight; the Doctor retorts that he already told them that the eye of the storm is closing up, so time is speeding up. Rory questions the Doctor as to why the TARDIS exploded; "Good question for another day." The Doctor then makes them think; the sun was erased with every other star in the universe, so what's burning in the sky? The object keeping the Earth warm and light is his TARDIS, exploding at every moment in history. Rory's Auton-enhanced hearing picks up a voice in the sky, which the Doctor amplifies with a satellite dish. It is River Song, whose last words — "I'm sorry, my love" — are repeated over and over. The TARDIS' emergency protocols have locked the console room in a time loop to save her life. The Doctor uses the vortex manipulator to rescue her and bring her to the roof. River is cautious about Rory, but the Doctor calms her down. River explains that she has questions, but number one is, "What in the name of sanity do you have on your head?". The Doctor explains he wears fezzes now since they're cool; Amy removes it from his head and tosses it in the air, where River blasts it to pieces. The group is shot at by the regenerated Dalek. They retreat to the museum below. The Doctor runs through the museum, deducing that, along with the restoration field, the Pandorica contains a few billion atoms of the universe as it was. This was how the Dalek returned despite being erased from history. The Doctor formulates a plan involving these atoms, the restoration field and the exploding TARDIS. Just as he is about to reveal it, he is shot by the Dalek, who has followed them; the Dalek lacked enough energy to make the blast quick and painless. The Doctor uses the vortex manipulator to disappear. Amy and Rory know where he is and go to him while River stays behind. As River is an associate of the Doctor's the Dalek believes she will show mercy; she tells it her name and to look her up in its database, knowing one blast from her gun to its eyestalk will kill it. The Dalek then begins begging for mercy, shaking in fear. Downstairs, Amy and Rory are confused. The Doctor's corpse is not where they left it. River returns to remind them the Doctor lies, informing them the Dalek is dead as well. The Doctor had pretended to die to make them decoys to buy him time. They return to the exhibit and find the very weak Doctor has strapped himself into the Pandorica. He will use the vortex manipulator to fly the box into the heart of the TARDIS, exploding at every point in history. The explosion will release the atoms of the preserved universe, restoring it. River admits gravely that the plan will work only if the Doctor seals himself on the other side of the cracks. The entire universe will be restored, but not the Doctor. He will never have existed at all. However, all the good he has done for the universe until now will remain. The Doctor and Amy say their goodbyes, and he admits that he took her with him because her life didn't make sense living in a large house with only her aunt. He then asks Amy what happened to her parents, and she answers that she lost them but is alarmed when she cannot recall the specific details. He explains that they weren't killed when Amy was young, but consumed by the time field in her bedroom wall which has been eating away at her whole life. He assures her that as long as she remembers her parents, she can bring them back like she did Rory and with her family around her she won't need her imaginary friend. He pilots the Pandorica into the explosion (texting River "Geronimo!" on the way), and resets the universe, disappearing from existence and sits up on the floor of the TARDIS console room. He rejoices he has survived being erased — until he sees Amy and himself from a week earlier, travelling to Space Florida; his timeline is unravelling, meaning, "Hello, universe, goodbye, Doctor." He calls to Amy. She hears him, but cannot see him. His life rewinds further. He is in a street in Colchester, watching Amy leave a note for him underneath Craig's advertisement for a new lodger. She still cannot see him. The Doctor notices a crack in the road behind him, sealing itself. He rewinds to the Byzantium; he approaches Amy — her eyes shut to avoid being killed by the Weeping Angel — and encourages her to remember what he told her when she was seven. He rewinds to 1996 and finds Amelia asleep in her back garden, awaiting his return. He carries her to bed and tells her the story of how he stole — or, rather, "borrowed" — the TARDIS, describing it romantically as "ancient and new, and the bluest blue ever." He sees the crack in her wall and tells her it can't close properly until he's on the other side and steps through, preferring not to see the rest of his life rewind. The crack in her wall closes. She wakes to an empty room and quickly goes back to sleep. In 2010, Amy wakes on her wedding day, surprised when her mother brings her breakfast. Her mother informs Amy she may toss the breakfast out the window as her father's a terrible cook. Amy races downstairs to see her short father, studying a joke book for his speech at the reception. Amy finds her reaction to her parent as odd and she has the lingering feeling there is someone or something else missing. When she phones Rory to see if he feels the same way, he agrees with her because he loves and fears her. Amy excitedly gets ready for her wedding. At the reception, she enjoys listening to her mother whisper insults about her father or giggles that her father is taking time to correct his speech. Amy then spots River Song outside, walking past the window. Rory presents her with a wedding gift someone has left — River's blue TARDIS diary, all its pages blank. Amy begins to cry, wondering why she is so sad. Rory tries to explain away the diary by reminding her of the old wedding saying: "Something old, something new, something borrowed, and something blue." She notices some of the guests at the other tables; a bow tie and braces catch her attention just as a tear hits River's diary. Amy interrupts her father's speech to announce that her imaginary childhood friend, "the raggedy Doctor," is real and he is late for her wedding. Her mother and aunt sigh, remembering how many psychiatrists they sent her to. Amy continues yelling that she brought everyone else back from the time field, so she can for him as well, which is why he told her that story when she was little, about the ancient, brand new box. Abruptly, the TARDIS — old and new, borrowed and blue — materialises in the middle of the room. Amy walks up to the TARDIS and asks the Doctor if she's "surprised him this time." The Doctor steps out in top hat and full evening dress, admitting that he is completely astonished. Everyone at the wedding is shocked to discover that the Doctor wasn't a figment of Amy's imagination, while Rory suddenly remembers everything that happened to him and doesn't understand how he could possibly have forgotten, especially being nearly 2000 years old. The Doctor introduces himself to the crowd; no doubt Amy's parents are feeling like apologizing for not believing Amy. Amy imitates part of the wedding ceremony, telling him he can kiss her. However, the Doctor stops Amy, informing her the brand new Mr Pond will be taking care of the "kissing duties" from now on. Annoyed, and thinking the Doctor doesn't understand earth customs well, Rory tries explaining that marrying Amy gives her his last name, but relents when the Doctor says his version is correct. The Doctor says he'll move the TARDIS as they're gonna need the space for dancing, which is why he came. When everyone starts dancing, the Doctor does so badly, making Amy giggle ("You're terrible! That is embarrassing!" she shrieks) and amusing the children present; he even tries teaching them his moves. Later, watching Amy and Rory slow dance, the Doctor notes to himself that Rory is 'the boy who waited' and, after guarding her for two thousand years, truly deserves his happiness. The Doctor leaves to return to the TARDIS, now parked in Amy's garden. River Song appears behind him. He returns her vortex manipulator and her diary, explaining that the writing has come back, but he didn't peek ahead. As River thanks him, the Doctor asks if she's married herself. She wonders if he is asking, and he says, "Yes," then stammers when he realises he has just unwittingly proposed to her. River teases him with further affirmations. The Doctor wonders who she really is. She says he will find out very soon, when everything changes. She leaves abruptly via vortex manipulator. Amy and Rory, still in their wedding finery, enter the TARDIS and encourage the Doctor to take the night off. He is reluctant — they still do not know what led the TARDIS to the date of the temporal explosion and destroyed it, much less why. He also has not figured out the meaning of the "silence." As he ponders, he takes a TARDIS phone call: an Egyptian goddess is on the loose on the Orient Express in space and the royal on the other end is concerned. The Doctor turns to bid Amy and Rory goodbye, but Amy runs to the door, bids her former life "adieu" and closes the TARDIS doors. The Doctor smiles and fires up the engines, sending the TARDIS spinning through the time vortex. A spaceship plunges towards an unknown planet. Its captain orders the pilot to try steadying the ship. A distress call has been sent from the ship's honeymoon suite, angering the captain as she does not know who sent it. Amy and Rory, honeymooners aboard the craft, rush to the bridge of the spaceship to see if they can help; Amy is in her police woman kissogram outfit, and Rory in a centurion uniform. Embarrassed, they explain they were having "fun". Amy was the one who placed the distress call. Rory holds an odd device with a light attached and is wondering if he has to change the bulb or if the Doctor has received the signal; Amy quiets him, praying that the Doctor isn't late this time. All of a sudden, the ship's computers register a small object approaching the ship; the TARDIS soars into view, beaming the message, "Come along, Pond." When asked what the message means, Amy simply answers that it's Christmas. Kazran Sardick, a wealthy, heartless man, owns much of the planet below — and the cloud belt above, where the ship is trapped. His money comes from a loansharking business he inherited from his father. To secure loans, he cryogenically preserves family members of borrowers for collateral. On Christmas Eve, he meets with one such family in his library. They beg for the release of a family member to spend Christmas Eve with them. Kazran rejects this proposal. He takes a phone call from the president of the planet, asking his permission to land the star-liner safely; he refuses. As he returns to berating the family, a boy notices the sound of the TARDIS landing above them. Suddenly, the Doctor slides down the chimney into the room, calling it a whim. Babbling, he notices a "flashy-lighty thing" machine and tells the group that it's what brought him there; he tries to use the controls to open the cloud belt, but cannot use them. Kazran says the machine is isomorphic. The Doctor wonders who Kazran is, confusing the rich miser as everyone on the planet should know him; the Doctor changes the subject, wondering who the girl in the ice box is. Kazran says she is no one important, amazing the Doctor as he has never met anyone who wasn't important. He asks Kazran to help him save the ship stuck in the cloud belt, but Kazran refuses. Kazran orders the Doctor and the family removed from his home. The servants grab the Doctor to pull him away. The family's young son throws a chunk of coal at Kazran's head. Kazran moves to strike him, but doesn't; he orders the family and the Doctor thrown out. The Doctor returns to ask why he didn't hit the boy. Though Kazran is less than cooperative, the Doctor quickly pieces together Kazran's personality from the arrangement of his furniture. There is a picture of his father, deceased for twenty years, but Kazran keeps his chair pointed away. Kazran fears being like his father. The Doctor says he is not because he didn't hit the boy. Outside, the Doctor speaks to Amy over her mobile phone, but is distracted by the sight of some sky fish swimming around a lamp. The unnaturally high water level in the cloud belt, combined with the slight electrical charge, allows the fish to swim amongst the fog. A carol begins playing in the speakers in the street, preventing Amy from hearing the Doctor properly; she informs him that the ship only has an hour left. The Doctor begins panicking about what to do, babbling about what he knows about the situation; he has to turn a very mean man into a nice man on Christmas Eve. Amy asks him what the singing is in the background, but cannot hear him; the Doctor repeatedly tells her that the noise is a Christmas carol, and then suddenly gets an idea. The Doctor suddenly smiles and looks up at Kazran's mansion, saying, "Merry Christmas, Mr Sardick". Kazran is asleep in his library, dreaming of Christmas Eve when he was only twelve years old and tried to film his encounter with a sky fish. Kazran wakes to find this video being projected onto a wall in his library; in the video, Kazran's father storms into the room and strikes his son, furious that he has disobeyed him by researching the fish. The Doctor appears behind the adult Kazran (whose entire staff has left after winning the lottery, despite their not actually being one) and wonders if he ever saw the fish; Kazran reveals that this was the day where he first began to realise that there was no one who would ever help him, and that he was on his own in the world. When asked who he is, the Doctor retorts that for this night, he is the Ghost of Christmas Past. The Doctor reveals that he can change the past and takes off as Kazran derisively declares this to be impossible. The sound of the TARDIS is heard; in the video, young Kazran looks around just as the Doctor steps into his room via the window. He gleefully jumps around, revealing that he is Kazran's new babysitter; the old one having also won the non-existent lottery. The Doctor address the camera, telling the future Kazran his past will now start changing; the new memories will scare him at first, but he'll get the hang of it. The adult Kazran protests that this didn't happen, but suddenly remembers that it did. In the past, Kazran wonders who the Doctor is. The Doctor takes out his Psychic Paper to show him that he's universally recognised as a mature and responsible adult. However, it only appears as a bunch of wavy lines to the boy. The Doctor scoffs, putting the paper away; "finally a lie too big." Knowing how much Kazran wants to see a fish, the Doctor decides to help the young man make his dream come true. Kazran and the Doctor hide in Kazran's wardrobe, luring the sky fish in through the open window with the sonic screwdriver on a string tied to the Doctor's finger. Kazran confesses to the Doctor that he is the only student in his class who has never seen a fish; he was sick at home, when the cloud belt broke open a released a school-worth. Now every kid has a story except him. A moment later, the string starts moving. The Doctor opens the wardrobe door to see a small fish curiously playing with the sonic. The Doctor steps out — with the adult Kazran, remembering the event, warning him not to — and deduces how the fish survive in the fog. Suddenly, a large sky shark swoops in and gobbles up the smaller fish and half of the sonic screwdriver. A scared Doctor backs up to the wardrobe, shutting himself inside. He tells Kazran that on the plus side, he now has a story. The shark tries getting in, and rams its head into the door. Seeing it's mouth stuck open, and the sonic glowing inside, the Doctor decides to give his "two tries" at getting it back. After a struggle, the Doctor manages to stun the shark, which cannot survive outside the fog belt. The Doctor tries to console a young Kazran, confessing there is nothing he can do for the shark without his sonic screwdriver, half of which is still inside the fish; though he has a means of returning it to the sky, it would never survive the trip without some form of life support. To his surprise, Kazran offers an ice box. Kazran leads the Doctor to a large store room in the basement, which is filled with rows of ice boxes, all of which hold frozen people. Stopping in front of one ice box, Kazran plays its video message: its occupant is a young woman called Abigail Pettigrew, who expresses her gratitude towards Elliot Sardick and her love of the fish. Kazran explains that the people in the boxes are family members of those who have borrowed money from his father, but he insists that they can borrow Abigail's box for the night, unlocking it. Before she fully awakes, the two realise that the shark has followed them to the vault, temporarily revived by swimming in the fog that is settled on the floor. Following a short chase, the shark is put to sleep by Abigail's singing. The Doctor explains that her voice resonates with and aligns the fog crystals in the same way that Sardick's machine does. In the present day, Kazran turns to a picture on the wall, realizing that it is of Abigail. He then remembers "it's bigger on the inside". In the past, Kazran and Abigail marvel at the TARDIS. The Doctor dismisses it. With the shark in Abigail's box, the Doctor pilots the TARDIS into the cloud belt. Dismissing his time machine as impressive, the Time Lord tells the children that he keeps the true wonders outside of the doors. He opens them, revealing the sky full of fish. They release the shark, which swims after a new meal. The Doctor notices a dial set at eight on Abigail's ice box. When he asks her if it relates to her, she responds by asking if he is one of her doctors; however, he is distracted by something else before she can explain. The Doctor and Kazran return Abigail and her box to the vault, with Kazran promising that they will return and wake her every Christmas Eve from now on. The Doctor starts to complain as Abigail watches the door shut. However, she is next awoken by Kazran and the Doctor, wearing Santa hats. Using the sonic, he calls the shark down to pull a sleigh for them. A third Christmas comes, with the Doctor offering to take the duo wherever in time they wish for Christmas. In the present, Kazran sees a tin-worth of pictures, showing new memories of his Christmases together with Abigail and the Doctor; he's been to New York, the Pyramids, etc. He is happy and confused by this. In the past, each Christmas has the dial on Abigail's ice box counts down. On the sixth Christmas Eve, Abigail finds Kazran much older than before, and appears attracted to him. This Christmas, she requests that they visit her family; she and Kazran watch her sister, brother-in-law, and nephew prepare for the festivities through the window from outside. Abigail cries; when Kazran wonders why, she explains that it is because she is watching the life she will never be able to have. To their shock, the Doctor has gotten the family to invite them in. Abigail tells her sister of her Christmases, but declines to stay the day for dinner. As a result, they have it then. The Doctor attempts a card trick, which he fails at repeatedly. Abigail's sister warns her that Kazran will turn out just like his father; however, Abigail knows there's kindness in his heart that Elliot lacks. At the end of the night, Abagail kisses a nervous Kazran. The following Christmas finds the trio at a 20th century Hollywood party. Kazran finds a crying Abigail by the pool; when he expresses concern for her, she explains that it is time for her to tell him the truth. A few minutes later, the Doctor finds the couple kissing passionately, but impatiently requests to leave, as he has accidentally become engaged to Marilyn Monroe; he leaves with her nevertheless. Abigail sadly tells Kazran that there is nothing that can be done. When the Doctor and Kazran return Abigail to her ice box, the couple bids each other a silent and emotional goodbye. When the Doctor tells Kazran that he'll come back next year, Kazran explains that he has outgrown Christmas and would like to end their yearly ritual. With the Doctor reflecting that Kazran has not changed nearly as much as he would have liked, he offers Kazran his half of the sonic screwdriver in case Kazran ever needs him; Kazran assures him that he won't. Meanwhile, Abigail's dial has returned to one. A few Christmas Eves later, Elliot Sardick is celebrating with his son — his machine is complete, and the planet is theirs; Elliot finally figured out part of the truth. Confused on what he should do from now on, Kazran runs to his room and takes the screwdriver out of his desk, considering using it to call the Doctor. He turns to see the Doctor standing just outside his window. Kazran goes to the window and looks on as the Doctor gives him a smile, hoping he can be of help. Angrily, Kazran shuts the curtains on him and returns the screwdriver to his desk drawer. In the present day, Kazran goes to his old and disused room and takes the screwdriver out of the drawer and holds it, contemplating what to do. He receives another call from the president of the planet, who demands the cloud belt be opened and allow the star-liner to land safely. However, Kazran simply refuses; he explains that a very old friend (the Doctor) took many years to show him life isn't fair. Suddenly, a hologram of Amy appears in the library; she is the ghost of Christmas present. She brings him to the vault, where she has summoned dozens of holograms of the spaceship's passengers, who are singing for their lives; she explains that the Doctor was only trying to turn Kazran into a kinder man, but Kazran insists that people can't be rewritten. He destroys the holograms and stops in front of Abigail's ice box, revealing to Amy that Abigail was mortally ill when she volunteered for the ice, and the dial showed how many days she had left to live. If he were to let her out now, he would only have one day with her. Determined, Amy projects a hologram of Kazran onto the ship's deck, where he is able to witness the chaos as the ship plunges towards the planet; the captain angrily tells Kazran that the Doctor has the ship's passengers singing with the hope that they might stabilise the ship — as Abigail was able to calm the shark — but it's not working; now, they're doing it because it gives them hope. When he is appealed to again to save the ship, Kazran angrily declares that everyone must die. Amy reveals that the Doctor has been listening, and he returns Kazran's consciousness to his body in the vault, apologising. The Doctor says that he will now show Kazran the future, and Kazran welcomes this, knowing that he will die alone and afraid like everyone else; he repeats that he doesn't care about the people on the ship and goads the Doctor into showing him the future — only to be surprised when the Doctor explains that he already is. He points to a twelve-year-old Kazran standing in front of the TARDIS; the Doctor made Kazran the Ghost of Christmas Future. The Doctor asks the boy if he wants to turn into a heartless monster like his father. The boy mistakes his older self for his abusive father, infuriating Kazran, who goes to strike him. However, Kazran is bombarded by his new memories of the love he and Abigail shared. Seeing his younger self cowering, Kazran realizes he has to break free of his father's influence and become his own person. He hugs his trembling younger self, telling him it will be okay. Seeing he's changed Kazran into a better person, the Doctor asks him if he's ready to save the ship. With only a few minutes left, the Doctor and Kazran go to the cloud belt controls only to find that Kazran has changed too much and the machine no longer recognises him as Elliot would never let a kind person use the machine. Amy and Rory meet up with the Doctor on the ground, where she notices he has built numerous snowmen along the street. The Doctor wonders why they are dressed in their costumes; Rory explains that they lost their luggage despite having a safe landing. However, the Doctor wonders why they are dressed like that at all; Amy hushes the Doctor and tries warming herself up. Rory asks if the Doctor has any more ideas for honeymoon locations. The Doctor begins babbling on about a carnivorous "moon" made of "honey" that has some "lovely views"; Rory is less than excited to hear about this idea and walks into the TARDIS. Amy asks the Doctor if it is okay to leave things the way they are; Abigail and Kazran only have one day left together. However, the Doctor tells her that if nothing ever ended, nothing would ever get started. Rory pops out of the TARDIS, saying he answered the phone; Marilyn has called the Doctor. The Doctor tells Rory to inform Marilyn that he will call her back, "and that was never a real chapel". Amy wonders where Kazran and Abigail have gone, but the Doctor only answers "Christmas"; Amy enters the TARDIS and the Doctor follows shortly after looking up into the sky. The scene pans above to show the snowing night sky as Kazran and Abigail fly by on their shark-drawn sleigh. In the 17th century, Charles II furiously bursts into the painter Matilda's room, demanding to know the Eleventh Doctor's location. By her stands a painting of the Time Lord covering himself with a red cloth; his clothes are strewn about the room. She asks, "Doctor who?" in an embarrassed tone. Before she can speak further, a loud sneeze comes from beneath her skirt. The king lifts its hem with his sword to find the Doctor naked underneath. With the king scowling at him, the Doctor explains that things are not as bad as they look. In 2011, Amy Pond reads to her husband, Rory Williams, from a history book in their home; it is an account of "a mysterious doctor" imprisoned in the Tower of London on order of the king, without trial. Rory doubts it is the Doctor until Amy reads he was seen flying away from the Tower two days later via a magical sphere. With Rory now believing, Amy then notices there's more of the Doctor's exploits listed. The Doctor is next seen taking part in a break-out from a POW camp during World War II. When the Doctor is asked by a fellow escapee if they have gotten past the fence, the Doctor pops his head down a duct. He asks if the Commandant's room is green with a big flag on the wall as dogs and angry yells are heard. The Doctor figures the answer's "yes", as he's pulled back out by the Germans. Amy wonders if the Doctor is being deliberately ridiculous to catch their attention — "waving through time". However, Rory shrugs the theory off as Amy complains about watching a Laurel and Hardy film again. The doorbell rings and Amy gets up to answer it. Rory looks in the book to see if Amy is right, missing a part of the film where a fez-wearing Doctor dances with the characters. Receiving their mail, Amy goes through it to find a TARDIS blue envelope plastered with stamps and labelled with the number 3. It holds an unsigned card with a map reference, date and time. They easily deduce it's from the Doctor. In the 52nd century, River Song has an identical letter, marked number 2, delivered to her cell at Stormcage Containment Facility. Upon reading it, she smiles, knowing what it means. The prison goes on alert as soon as they find River packing her belongings (again). When questioned about where she's going, River tells them she's heading for America (in the 21st century). The guards mistake America for a planet when informing the warden. In the middle of the Utah desert, Amy and Rory depart a bus; Rory complains that there is nothing around them. As the bus leaves, they are happily greeted by the Doctor, now wearer of a Stetson and sitting on the roof of a car. After exchanging greetings, Rory compliments the Doctor's hat. Just as the Doctor explains it's the latest in his "cool" ensemble, his hat is shot off by River, who promptly greets him. At a cafe, the Doctor and River compare diaries, finding that they have both had an adventure at Easter Island and met Jim the Fish. Rory becomes confused until Amy clears up why they are comparing diaries. Amy then asks why the Doctor summoned them to America. The Doctor explains that he has been running faster than he's ever been, but he's decided to stop; they are going to have a picnic and then go on a trip to "Space 1969". They picnic by a lake, where they drink wine; the Doctor spits it out in disgust, commenting he's 1103 years old — nearly two hundred years older than when Amy and Rory last saw him. Amy spots a figure watching them from a distant cliff, but forgets about it when she looks away. Not long after, an elderly man pulls up in a truck and waves, but makes no move to join them. The Doctor seems to know who the old man is and waves back. River gasps, "Oh my God", while everyone else is facing the old man. The three of them turn around to see an astronaut rising out of the water, wearing an Apollo 11-style spacesuit. Spotting it, the Doctor orders his friends that they're not to interfere no matter what happens. He approaches the astronaut, who waits for him at the edge of the lake. The Doctor lets the wearer of the suit know he already knows their identity, and the astronaut's visor is lifted. The Doctor talks with the astronaut for a bit, leaving his companions confused as to what they're doing. The astronaut raises its arm and shoots the Doctor twice. Amy tries running to the Doctor, but River and Rory restrain her. The Doctor picks himself up as Amy calls out to him; he's begun his eleventh regeneration. He apologises to his friends and prepares to regenerate. However, the astronaut shoots him in mid-process, killing him before his transformation could complete. As the astronaut heads back into the lake, River scans the Doctor, finding no pulse, and empties her gun shooting at the astronaut, failing to get a hit. Amy is distraught, hoping the Doctor is a clone/copy of him. However, the stranger approaches, says that the Doctor is truly dead, and places a container of gasoline next to them; the Doctor told him they would need it. River explains that a Time Lord's body is one of the most sought-after things in the universe. Spotting a boat moored across the lake, Rory performs a Viking-style funeral to burn the Doctor's corpse. River wonders who the old man is, and he shows them he got number 4 of the invitations. Greeting Amy, Rory and River by name, the old man introduces himself as Canton Everett Delaware III, explaining he will not see them again, but they will see him. Seeing the number on Canton's invitation, River begins pondering who got number 1. As they return to the cafe, Rory and River want to know what the Doctor planned. Amy insists that it doesn't matter anymore, but because it mattered to the Doctor, Rory and River say it's important to them. Across the cafe, Rory spots another invitation on a table, labelled number 1; they question an employee about who had it, but he's vague and uncaring about their question. Obviously, this letter was addressed to the person the Doctor trusted most; River wonders who it is. Much to their shock, the Doctor steps out of the back room, which is where the TARDIS is parked. He greets them happily, surprised they are all here. Amy wonders how he can be okay, getting hugged by the Doctor, who names himself the "King of Okay" (before discarding the title) and who calls Amy's husband "Rory the Roman". Getting to River, the Doctor wonders what trouble she's brought with her this time. River slaps him in fury, prompting him to ask if it's for something he hasn't done yet; upon learning that it is, the Doctor says he's looking forward to it. They wonder how he can be there and the Doctor explains he got invited like they did. With Amy and Rory still confused, River asks the Doctor to tell them his age, which is 909; he has not even met Jim the Fish yet. River says they've been hired by someone who trusts him to investigate something involving Space 1969, and a man called Canton Everett Delaware III. When the Doctor asks who hired them, River simply answers, "Spoilers". In the TARDIS, the Doctor prepares to enter the clues River gave him into the TARDIS navigation system. River and Amy go under the console floor. When the Doctor asks Rory if they're mad at him, Rory says that he'll find out and follows after. Out of earshot, River explains to Amy that they saw a future version of the Doctor die at Lake Silencio; they cannot tell this Doctor of his coming death. As he has interacted with his own time stream, any foreknowledge could rip a hole in the universe should he find out. Amy reminds them that the Doctor has done so before; however, Rory points out "in fairness, the universe did blow up." They then ponder if the Doctor recruited them to avenge him, save him, or something else. Popping his head under the floor, the Doctor complains that he is being utterly brilliant and no one's around to look impressed before resuming fiddling with the console. River expresses her anger about wanting to slap the Doctor for his smugness, but Amy asks River how she can be okay with the Doctor dying. However, River explains that everyone dies eventually and that neither the Doctor's death nor her own frighten her as there is a worse day coming for her. All three head back up to the Doctor. He explains that the clues he was given lead the TARDIS to the Oval Office 1969, April 8th. However, he says that he is returning Amy and Rory home — "Off you pop and make babies" — while River is going back to prison. He explains that he will not go on a mysterious summons, wondering who sent them and why. River tries to get the Doctor to trust them, but he turns the tables on her by asking who she is and who she killed to get imprisoned in Stormcage; he does not trust her. Amy then asks the Doctor to trust her instead, saying he must go on the summons and not ask why. The Doctor questions Amy to see if she's been threatened to say this, but she says no. He then asks her to swear on something that matters, to which Amy says, fish fingers and custard, their first shared meal. Smiling, the Doctor says, "My life in your hands, Amelia Pond." River softly thanks Amy for getting the Doctor to comply with his own order. He sets the TARDIS for 1969, checking to see who's president during that time, learning it's Richard Nixon, who was not exactly his favourite due to the events that happened during his time as president. River calls him a hippy for such views. The Doctor tells his companions that he is going to turn the TARDIS invisible and put it on "silent" to avoid drawing attention. However, each time he flips switches to initiate the process, River uses other ones to turn off loud noises and lights he activated by accident. Each time, the Doctor asks her if she did something to help, but River lies and says that she is only watching; she's secretly enjoying watching the Doctor make a fool out of himself by failing to get the settings right. On landing, he explains that the monitor doesn't work while the TARDIS is invisible, deciding to exit to see what's out there. Everyone prepares to disembark, but the Doctor tells them that since they're "in the most powerful city, in the most powerful country on Earth", they're going to take things slowly; he exits by himself. The Doctor discovers that he has landed in the Oval Office, where Nixon is meeting with a younger Canton Delaware. Nixon wants Canton to conduct an investigation independent of the FBI, from which Canton was recently fired, to find a child who has been calling him every night, begging for help because the "space man" is coming to eat her. Nixon plays Canton a recording of a call, in which Nixon asks the child where she is and her name. The child answers, "Jefferson Adams Hamilton", which led Nixon to believe a little boy was the caller. Canton feels the FBI can handle this, but Nixon fears they may be in on it, which is why he called him in; he's not with them, but has the training. The Doctor, who has been taking notes, then notices that they have stopped talking and realises that they have seen him. The Doctor begins rambling as he backs up to the TARDIS. However, he bumps into it, knocking himself down. Inside, River complains about how he does this "every time". The Doctor explains the doors getting stuck happens commonly while the TARDIS is invisible. However, Canton pins him down as Secret Service agents swarm the office. He yells for them to stop and get off of him. River gets the monitor working by hard-wiring it, laughing that the Doctor is usually wrong about how the TARDIS functions. As the monitor displays the Doctor, he asks River if she's gotten the monitor working again; this leads to the usual, "I hate him"/"No you don't". The Doctor yells for River to make the TARDIS visible again; River complies with the order, throwing switches on the console. The Doctor smiles as the Secret Service let him go and stare at the TARDIS. A shocked Nixon simply asks, "What the hell is that?" The Doctor sits in Nixon's seat and addresses him, prompting the Secret Service to point their guns at him. He goes on to say that the mysterious caller told him everything he needed to know; they can find the child. The Doctor says he will take the case. However, he taunts the Secret Service by saying he broke into the Oval Office. River comes out of the TARDIS, reminding him they're Americans, prompting the Doctor to tell them not to shoot. For no good reason, Amy and Rory depart the TARDIS as well. When Nixon questions who they are, the Doctor claims to be an undercover agent on loan from Scotland Yard while his companions Amy, Rory and River are his top operatives: the Legs, the Nose, and Mrs Robinson. Upon hearing her codename, River tells the Doctor she hates him; the Doctor once again tells her that she doesn't. Explaining that he figured out where the caller is from what Canton and Nixon heard, the Doctor asks for five minutes to figure out the case. Despite protest from the head of the Secret Service in the office, Canton points out to Nixon that the Doctor got past the Secret Service with three of his friends and a big blue box; the Doctor will be given his allotted time, but with Canton promising to shoot him if he doesn't deliver a solution. The Doctor asks for a SWAT team ready to mobilise, street-level maps covering all of Florida, a pot of coffee, 12 Jammie Dodgers and a fez. Canton orders the Secret Service to get the Doctor his maps, leaving the Doctor saddened about not getting a fez. When questioned, "Why Florida," the Doctor explains that's where NASA is, where the spacemen live; he's also following another lead. While researching the street maps, Amy sees a mysterious, suited alien standing in the doorway of the Oval Office, and remembers their encounter on the shore of the lake. However, she forgets as soon Rory blocks her view. Feeling ill, she is escorted to the bathroom, where she finds the alien waiting for her. A woman who is also in the bathroom is vaporised by the alien after seeing and forgetting it numerous times. Amy, realising the alien's power, takes a picture of it with her camera phone. Amy asks what it wants; it cryptically says she will tell the Doctor "what he must know and what he must never know." She asks how it knows that, but immediately flees in fear. As soon as she gets out of the bathroom, Amy forgets the encounter, but remembers there is something she needs to tell the Doctor. In the Oval Office, the Doctor achieves success, pointing out that it's pretty obvious to figure out where the caller is when you think about it. Canton calls the Doctor a genius, which the Doctor says is a hobby. Nixon gets another call from the child, saying that a spaceman is coming to eat her. Fearing for the girl's life, the Doctor decides that there's no time for a SWAT team and departs with his companions in the TARDIS while Canton tails along after being told not to follow them in — reverse psychology. In the TARDIS, the Doctor explains that Jefferson, Adams and Hamilton are the names of three of America's founding fathers; two of them fancied the Doctor. However, neither of them is the child's name. At the same time, Canton is bewildered by the inside of the TARDIS and is left speechless. The Doctor goes on to explain that there is only one place in America where all three of those names are together. Amy asks where, and the Doctor lands the TARDIS. They rush for the doors, but find Canton blocking the way out. The Doctor, Amy and River leave Rory to explain things to Canton as he's the newest companion. They've materialised in a warehouse in Florida, just a few miles from Cape Kennedy; Jefferson, Adams, and Hamilton are the three streets which cross right outside the window. As they explore the warehouse, the Doctor admits they have likely walked into a trap and the phone line has been cut, leading to the question as to how the girl called from there. He also flirts with River, saying that she has the "he's hot when he's clever" face on again. Meanwhile, Rory attempts to explain the TARDIS and time travel to a stunned Canton, who eventually recovers; Canton tells the Doctor that he likes the TARDIS. They discover a console made of cables, coated in some sort of slime, and many boxes of Apollo space equipment. This leads to the question as to why aliens would steal Earth technology when it could barely get to the moon. The Doctor believes it may be because it's cooler, suggesting that aliens are cool; he asks Amy what she thinks he is. Unimpressed with his answer, Amy says, "An alien." While the Doctor, Rory and Canton are busy examining the stolen objects, Amy suggests to River that they find some way to kill the astronaut now to prevent it from killing the Doctor in the future. River admits time can be rewritten, but it is very complicated and doesn't work in the way that Amy hopes, so there's no guarantee that the Doctor can be saved. River finds a drain leading into a tunnel network below the warehouse. The Doctor tells her to yell if there's trouble; River jokes that she's a real screamer, a good spoiler for him. Canton asks what's going on; the Doctor misunderstands what he means and explains that he and River are just friends. Below, she sees many aliens of the same type Amy saw in the White House, but they appear to be hibernating. She forgets them as soon as she climbs back to warn the Doctor. She says that it is safe but that she wants to take another look. The Doctor sends Rory down with her this time to make sure she stays safe. They discover a maintenance room, which River proceeds to open with her scanner. When Rory says it's easy to picture her and the Doctor as a couple, River explains her relationship with the Doctor: their timelines are mostly going in opposite directions of each other, meaning each time she meets him, he knows her less and she knows him more. She fears one day she will meet the Doctor and he will have no idea who she is, believing that it will kill her when it happens. She succeeds in unlocking the door, opening it to find a large control console like the TARDIS and the one that the Doctor encountered during his stay with Craig Owens. River tells Rory to keep a look out for anything odd. Rory sees some of the aliens, but when he turns to tell River, he says everything is okay. Scanning the console, River learns that there are tunnels like the one they're in all over Earth and that they've been here thousands of years. Behind Rory, electricity crackles and something approaches. Above, Canton and Amy discuss the former agent's FBI career; he was kicked out because he wanted to get married. He questions her relationship with the Doctor, but Amy explains that he is only her friend and there was something important that she wanted to tell him, but seems to have forgotten. Still wondering who the mysterious Doctor is, Canton asks, "Doctor Who?"; Amy says that it's classified. When he asks by whom, Amy can only say, "God knows", as she has no idea. They hear the little girl calling for help and run after her. Amy crumples with pain while Canton runs ahead. Canton calls for the Doctor to hurry, and Amy tells the Doctor that there is something very important that she has to tell him. As they run after Canton, they find him unconscious; he got a good blow to the head. As the Doctor examines Canton to see if he's been badly injured, Amy tells him that she's pregnant. Before he reacts to this, he spots the astronaut approaching them. Amy recognises it from the lakeside and turns to pick up Canton's gun. Her back is turned when the astronaut lifts its faceplate, revealing the little girl is inside. Amy spins to shoot the astronaut, but is unable to stop when the Doctor tells her to and when she notices it's the little girl. Three months after the events of the warehouse, Amy is chased down the Valley of Gods in Utah. She has strange pen markings all over her skin and arms. She is cornered between two SUVs and a cliff-face. Canton Everett Delaware III advises her to surrender. When she wonders if he remembers what happened at the warehouse, he responds by shooting her down. In Area 51, the Eleventh Doctor, is held prisoner in a straitjacket and under heavy security. Canton tosses a file of pictures taken of the markings on Amy to the Doctor, questioning him about their meaning. The Doctor suggests Canton ask Amy himself, getting no response, implying her death. River Song, also covered in markings, explores an unfinished skyscraper in New York City filled with the mysterious aliens. FBI agents corner her at the edge of the building. Again, Canton advises her to surrender, but she warns them of the alien occupation and smiles sadly before falling off the side of the building. Back at Area 51, Canton informs the Doctor that they found River, as some of the employees are placing blocks of dwarf star alloy in a square around him; the Doctor knows that nothing can get past it, not light, radio waves or sound. He then asks Canton what happened to River, learning she dove off the 50th floor. Finally, Rory is at the Glen Canyon Dam, Arizona. He runs from Canton and the FBI until they corner him. Willing to give up, Rory asks why he isn't shooting him; Canton believes it would look better if he shot Rory while he was running, shooting him after finishing his sentence. Back in Area 51, Canton enters the completed cell with body bags containing Amy and Rory. The Doctor questions Canton, wondering if he knows why he is doing this. Canton jokes he wants to let the Doctor know where he stands; in a cell. Sealing the door, Canton explains the cell's material will keep anything from escaping. He then says no one can hear them now. The Doctor congratulates Canton and asks if the door's sealed properly. Once confirmed, the Doctor frees himself easily and Amy and Rory emerge from the body bags. Rory complains about the lack of air holes; Canton jokes no one's complained before. Amy points out a tiny flaw with the cell; they can't get out without the guards noticing them. The Doctor says she is right; no matter what the guards think they are doing in there, they know they can't leave. He then falls against the invisible TARDIS, opening it for his companions. Canton then questions the Doctor about River as she dove off a rooftop. The Doctor explains, "She does that", ordering Amy and Rory to open all the doors to the swimming pool. He parks the TARDIS sideways on the skyscraper right after River falls, catching her. As everyone cleans themselves up, the Doctor tells his companions not to worry as he's got a secret weapon; the TARDIS lands a short distance away from Cape Kennedy, where Apollo 11 is being prepared for launch. River questions the Doctor about his plan; Apollo 11 is his secret weapon? The Doctor tells her it's not because that would be "silly", saying it's Neil Armstrong's foot. The Doctor implants a nano-recorder in each of his companions' palms, explaining they are to activate it and leave themselves a message each time they have an encounter. When it flashes red, they'll know they've seen one of the creatures. Canton looks towards the doors for a moment and then casually adjusts the Doctor's bowtie, but is horrified to find his nano-recorder is flashing. The message, "How the hell did it get here?" makes them realise there is an alien near the TARDIS doors. It is not real; the Doctor has extrapolated the image from Amy's phone and projected it into the TARDIS as a hologram, yet the effect is the same. The message also contains the Doctor's voice ordering Canton to straighten his bowtie upon turning around. Turning off the image, the Doctor orders Canton to tell him what the alien looked like. However, neither Canton nor he can describe it. The Doctor then explains that Canton straightened his bowtie because he planted the idea in his head while looking at the image of the creature. Amy and Rory quickly realise and ask the Doctor if the creatures use post-hypnotic suggestion to rule the world. Knowing that they got the spacesuit from NASA, the Doctor decides that they must have taken the girl from a nearby children's home "because why bother doing anything else?" Ordering his companions to look into it themselves, the Doctor explains that he's off to NASA to do the prep work on his secret weapon. Canton and Amy head for Graystark Hall, despite it being closed two years ago. They meet Dr Renfrew, who is quite erratic. He leads them inside, explaining that the orphanage will close in 1967. However, Canton corrects him, explaining that it's 1969; Renfrew ignores him slightly and tries to continue removing orders to leave scrawled all over the walls. Amy goes off on her own to investigate, calling the Doctor to inform him they found the place; with Renfrew like he is and the messages on the walls, there is no doubt. The Doctor, in the meantime, has been busy with messing around with the electronics in Apollo 11, adding one of his own devices. After telling Amy that repeated memory wipes can fry one's mind, he hangs up because security has caught him. Amy continues searching the orphanage, finding a nest of hibernating aliens on the ceiling of a room. Her nano-recorder flashes red; she has left a message warning herself to leave and there are tally marks all over her arms and face. Eventually, she departs, forgetting, but one of the aliens wakes as the door slams behind her. Down the hall, Amy spots a woman with an eyepatch looking at her through a slot in one of the doors. When she steps inside, the room is empty and the slot is gone. It is a child's bedroom, scattered with toys and pictures of the little girl. Amy discovers one picture of herself with the girl as a baby. While trying to make sense of it, the little girl, still in the astronaut suit, enters behind her, begging for help. Amy apologises for shooting her and tries to explain that she will kill the Doctor in the future. The girl continues to beg for help, confusing Amy further. Two of the aliens enter. Amy screams. In Renfrew's office, Canton questions what the man has been doing there since the closing of Graystark, learning that Dr Renfrew was told the child must be cared for. A knocking at the door has Renfrew answer to someone and explains that he's being questioned. Once Renfrew returns to Canton, he is questioned as to who was on the other side of the door. However, once Dr Renfrew asks him what he means, the door opens and an alien enters. Canton activates his nano-recorder, asking the alien if it's armed as he hears Amy screaming for help. The alien gloats that its kind has ruled the Earth since the Stone Age, having no need of weapons. Canton shoots the alien thrice, sarcastically saying, "Well, welcome to America." In the meantime, the Doctor has been caught by NASA security, and is being questioned. Despite telling them the truth about being on a secret mission for the president, the Doctor is met with doubt; he tells them that he sent Nixon a message for help. As they laugh at the idea, President Nixon arrives in the TARDIS with River and Rory and orders the Doctor's release. As they depart, the Doctor receives a call from Canton, who is asking for help. They rendezvous at the orphanage, where Canton is trying to break into the child's room. Amy can be heard inside, crying for help. The Doctor uses the sonic screwdriver to open the door, but they are horrified to find Amy missing. All that's left of her is her nano-recorder on the floor, broadcasting her words, and the abandoned astronaut suit; unbeknownst to them, the little girl lurks around the corner, listening to them. On learning Canton has shot one of the aliens, the Doctor rushes to the warden's office to confront the creature. He asks what it is and the alien replies that it is the Silence and silence will fall. This echoes warnings the Doctor has received from Prisoner Zero and Rosanna Calvierri. Rory, River, and the Doctor set about finding Amy, returning the empty astronaut suit to the warehouse. Canton brings the wounded alien to the Doctor's prison at Area 51, where he is met with hostility as it has been days since he sealed the prison. When they refuse to bring a military doctor on Canton's orders, President Nixon emerges from the prison, having been brought by the TARDIS, and calms the soldiers with a speech. When the military doctor comes and Nixon departs, he treats the alien's wounds before trying to inform the others of it, only to try twice and fail to remember. The alien gloats the Silence have ruled the world since the Stone Age, and that it was a mistake for Canton to treat its wounds. When Canton asks what he should have done, it replies the humans should kill them all "on sight." Canton smugly reveals that he has recorded this on Amy's video phone. In the Florida warehouse, River and the Doctor dissect the space suit, learning it is the perfect life support machine. This explains how the little girl was able to survive Amy shooting her. It is fitted with at least twenty types of alien tech, meaning the little girl must be very strong to have fought her way out of it. River wonders if the suit could move without an occupant, remembering the little girl's original phone call claimed the space man was coming to eat her. Rory, meanwhile, is devastated by Amy's disappearance, keeping her nano-recorder with him at all times. In one instance, Amy tells the listener that her life was so boring before he "dropped out of the sky" and that he needs to get his "stupid face" where she can see it. Rory believes she is referring to the Doctor, who tries to reassure him of Amy's love for him by reminding him of the two thousand years he spent protecting her. Rory then wonders why the life support suit looks like something an astronaut would wear. The Doctor explains that the Silence never make anything themselves, being "super parasites", going on to explain that the reason humanity wanted to go to the moon was because the Silence were in need of a spacesuit. Amy wakes to find herself tied to a standing framework, surrounded by the Silence, in their console room. The Silence inform her that she has been with them for several days and that she will help "bring the silence." They order her to sleep repeatedly, but she fights it off just as the sound of the TARDIS materialisation occurs; the Doctor tracked the signal from Amy's nano-recorder to her location. He emerges from the TARDIS and is met with surprise at the appearance of the Silence's lair — "Very Aickman Road. Saw one of these before; abandoned, wonder how that happened. Well, guess I'm about to find out." He sets a television on the console, telling the Silence he is not violent, but River will not hesitate to shoot any of them. He asks the Silence why the little girl is so important to them. They do not answer. He gets the television set working for the live broadcast of the moon landing and uses the device he put in the command module to hack the broadcast signal just as Neil Armstrong's foot touches the lunar surface. The image is replaced with the video Canton took on Amy's phone: the Silence saying that humans should kill them all on sight. This seals the fate of the Silence. Every human in history will see this famous broadcast. Through their power of post-hypnotic suggestion, the Silence have just ordered their own execution. People who watch the live broadcast obey this order, shooting the Silence without thinking. Enraged by the Doctor's victory, the Silence attack. Rory goes to free Amy, but she orders him to get his "stupid face" to safety. With the Doctor's assistance, he gets her to the TARDIS, where they wait as River kills every alien in the room. Rory, perplexed by River having the title "doctor", asks what kind she is. River replies that she's an archaeologist, saying she loves tombs, while shooting a remaining member of the Silence before calmly joining them in the TARDIS. They return Canton to the Oval Office and the Doctor tells Nixon to record everything that goes on in the office. Nixon, who has been told that the Doctor is from the future, wonders if the American people will remember him. The Doctor replies that he will never be forgotten. He informs Nixon that all Canton wants to do is get married and insists that Nixon should give his permission and allow Canton to return to the FBI as a parting favour. As the TARDIS disappears, Nixon says that Canton's girlfriend must be black and he's sure he can help; he is really more liberal than most people think. Canton corrects him. "She" is "he." Nixon tells him the moon is far enough for now. River is returned to prison. The Doctor offers her a chance to travel with him. She declines, saying she has made a promise and he'll soon understand. As the Doctor turns to leave, River pulls him into a lingering kiss. When he is confused, she realises that, from the Doctor's perspective, this is their first kiss — meaning that, from her perspective, it may be their last. The Doctor sends Rory on an errand in the TARDIS, giving him and Amy time to talk about her pregnancy. She admits she didn't tell Rory about it because she was afraid that her time spent in the TARDIS would give the baby some deformity. Unbeknownst to her, Rory is listening to their conversation via her nano-recorder, which is still broadcasting. She catches him and reassures him she is safe and she is not pregnant. The Doctor, however, is less certain. While he sets the TARDIS on course for a new destination, he has the console scan Amy for pregnancy. The readings flicker back and forth between a positive and negative reading. Six months later, in New York City, a homeless man comes across the little girl in an alley near 44th Street. Coughing, the little girl explains that she is dying, but it is okay because she can easily fix it. Telling him to watch, she begins glowing and initiates a regeneration, causing him to flee in terror. On a becalmed ship called the Fancy, a man with a minor cut is brought to the captain, Henry Avery; Avery declares that he's a "dead man" after discovering a black spot on the man's palm. The man grabs a gun and flees outside as a woman can be heard singing on the deck. A few minutes later, he can be heard screaming as the song cuts to a stop. The crew departs the cabin to investigate, with Avery remarking that the disappearance is the same as all the others. As a banging is heard below deck, a wooden grille is pushed open to reveal the Eleventh Doctor, Amy, and Rory. The trio is brought to Avery's cabin, where the Doctor reveals that they picked up the ship's distress calls; the crew, however, insists that they made no such calls. When the Doctor compares the time travellers to "sailors," they are held at gunpoint by Avery and accused of being stowaways. The captain, knowing there is too little water to sustain all of them until the wind picks up, orders the Doctor and Rory to walk the plank while commanding Amy to the scullery. She is shoved below deck, where she discovers trunks of pirate garb and weaponry. As the Doctor is prepared to jump into the water, Amy reappears, brandishing a sword, frightening the crew, who do not wish to be injured. One crew member advances on her to get the sword away from her, but she puts up a fight, accidentally cutting his hand. He explains that she has killed him, prompting her to call him a "baby" for overreacting. A second fight ensues and Amy drops the sword, accidentally cutting Rory as well. Black spots appear on both of the men's palms, prompting Rory to ask the Doctor what's happening. The woman's voice is heard yet again, charming Rory and the wounded pirate and turning them into babbling fools. A ghostly woman bubbles up from the becalmed water and slowly advances on the crew, extending her hand to Rory and the pirate. The pirate steps forward and is instantly vaporised upon touching her. Rory also approaches her, but Amy steps between them, threatening the woman — who turns an angry red, hisses, and throws Amy across the deck. The crew hurries below deck, followed by the time travellers. Avery refers to the woman as a Siren, and says she has been taking every injured crew member, whether the wound is large or small. They all believe that the ship is cursed, which the Doctor responds to with some derision. Avery does not believe that the TARDIS is truly the Doctor's "ship," and levels his pistol at him, demanding that he make it "sail". The Doctor, however, feels that they're merely fighting over who's in charge. Another crewmember realises that a leech has bit him on the leg, and they all scramble to remove themselves from the still water as the black spot appears on the man's hand. All of a sudden, the Siren appears and takes the man, allowing the Doctor to deduce that she is using water as a portal; therefore, they must make for the driest room on the ship — the armoury. Arriving there, they discover Toby, a young boy who is revealed to be Avery's son. The boy stowed away on his father's ship, wanting to meet the man his mother described as an "honourable Navy captain" before she died the previous year. However, he is very ill, and soon reveals a black spot on the palm of his hand. Because he possesses no injuries, the Doctor realises that the Siren is coming for the sick as well as the wounded. Avery and the Doctor go to the TARDIS, where Avery quickly adapts to the machine's extraterrestrial equipment by comparing them to the functions of his own ship. Meanwhile, the boatswain and Mulligan — the only remaining crew members — reveal their plan to leave the ship with Avery's treasure, thus informing Toby that his father is a pirate. Still loyal, Toby grabs a sword and cuts the boatswain's hand, stranding him in the armoury with the others. Mulligan, however, leaves anyway. Back in the TARDIS, the Doctor realises that the TARDIS cannot leave because it can't sense the plane it's supposed to be flying on. Abruptly, it begins to dematerialise, and with no clue as to its destination, the Doctor and Avery are forced to flee. On their way back to the armoury, the Doctor and Avery run into Mulligan, who has stolen all of Avery's treasure and is preparing to leave the ship. The two give chase, but Mulligan manages to lock himself in a small cabin room, where he burns his hand upon lighting a match. The Doctor and Avery listen as he is taken by the Siren. Entering the room, the Doctor and Avery realise that there is no water present, thus, the Siren doesn't only use water as a portal, but all reflective surfaces. Remembering that Avery gave Toby his medallion, they rush back to the armoury, where the Doctor blows air on the medallion to fog the surface. With no TARDIS, they realise they have no other option but to sit and wait for the seas to kick up again. As everyone sleeps, Amy sees the woman with the eyepatch staring at her through a hatch in the side of the ship, however, the hatch disappears. She goes to Avery's cabin, where the Doctor stands staring out the window, and is prepared to tell him of the woman when he interrupts her, questioning whether or not she feels as though she is being watched. Suddenly, a storm breaks, and all head to the deck to lift the sail. In the chaos, a crown falls out of Avery's jacket, even though the Doctor had previously ordered Avery to rid the ship of all the treasure so that they might limit the Siren's means of reaching them. The Siren appears, taking Toby, but the Doctor is able to throw the crown overboard before she can go after Rory. Nevertheless, Rory is knocked overboard and begins to drown. Though Amy prepares to jump in after him, the Doctor explains that Rory will die unless they let the Siren take him. He pulls the lid off a bucket of still water and orders the woman to go save him. The Doctor realises that their only means of reuniting with their loved ones is to prick their fingers and let the Siren take them as well. She appears, and they all touch her hand, instantly blacking out. They wake on the floor of an invisible alien spaceship, which the Doctor quickly deduces is taking up the same space as the Fancy, lending credence to his previous belief that they were all being watched; every window on the spaceship is a portal that leads to the Fancy. Amy realises that the distress signal they answered was coming from the spaceship, not the Fancy. As they explore, they discover the skeletons of the ship's crew members, with the Doctor ascertaining that they all died years ago from an Earth disease. Eventually, they discover the sick bay, where Avery's crew — plus Rory, Toby, and the TARDIS — are being kept, hooked up to life support machines. When Amy tries to unhook Rory, the Siren appears and puts him back to sleep. The Doctor realises that the Siren is not a demon, but a virtual doctor who has been caring for the injured crew. However, she has no means of treating them and can only put them on life support to save them. Amy again tries to help Rory, but the Siren won't let her near him; it is not until Amy proclaims that he is her husband that the Siren extends her hand, with a glowing yellow ring forming around it. The Doctor orders Amy to take her hand, thus signing the contract and accepting all responsibility for Rory's further well-being. She does so, but they quickly realise that Rory cannot be taken off life support. In doing so, he will drown. Rory is sure that Amy can save him and instructs her on how to perform CPR. Meanwhile, the Doctor reveals to Avery that Toby has typhoid fever, and if he were to be removed from the ship, he would only have a few months left to live. Remembering that the alien spaceship needs a captain, Avery volunteers for the position so that he may continue to look after his son. Bidding Avery goodbye, the Doctor and Amy bring a choking Rory back to the TARDIS, where Amy begins to perform CPR. Though it appears futile at first, Rory eventually recovers and lovingly embraces his wife. The alien spaceship soars off into space, with Avery in the captain's seat and Toby and his crew at his side. In the TARDIS, Amy and Rory say good night to the Doctor, who responds by referring to Amy as "Amelia." Amy notes that he only does this when he's worried about her. The Doctor retorts that he always worries about her, leading Amy to remember his impending death and admit that the feeling is mutual. As they depart the console room, Rory reminds her that she cannot tell the Doctor about what happens at the lakeside in the future. The Doctor scans Amy for pregnancy again, with the readings still flickering between positive and negative. In another universe, a woman named Idris is led down a corridor by Auntie, with Idris admitting that she is afraid of what's about to happen to her. Auntie tells her that she is right to be afraid, as it will hurt, but that her actions will serve a greater purpose. Uncle tells Idris that he wishes he was the one, but then darkly laughs that he isn't. She asks what will happen, to which Auntie explaines: Nephew will drain Idris of her mind and soul, leaving her empty until her new soul comes. A green-eyed Ood brings her onto a platform and drains her mind and soul in preparation for the arrival of a Time Lord. In the main universe, the Eleventh Doctor's TARDIS is floating in deep space; regardless of this, however, there is a knock at the door, thoroughly puzzling Amy and Rory. The Doctor, confused and intrigued, opens the door to find a small white cube, which flies into the TARDIS and whizzes about wildly before he is finally able to catch it. When Amy and Rory wonder what it is, the Doctor excitedly responds that he has mail. The Doctor begins flipping levers in a hurry. Amy and Rory demand to know what is going on. The Doctor refers to the object as a hypercube — a form of communication for Time Lords. This one is from the Doctor's old friend, the Corsair, a Time Lord he knew across several incarnations, at least two female. and comes from outside the universe. They follow the signal, deleting the TARDIS rooms for fuel, and succeed in breaking the barriers of their universe, landing on an unfamiliar planet in a bubble universe. Upon landing, the TARDIS loses total power; the Doctor worriedly explains that the matrix — the heart and soul of the TARDIS — has completely vanished. He then wonders where it could have gone. Elsewhere, Idris awakens with the sound of the TARDIS whooshing coming from her as golden light emanates from her mouth and hands. Auntie and Uncle watch as Idris looks at her glowing hands. Elsewhere, the time travellers step out of the TARDIS to find that they've landed on a planetoid junkyard. Optimistically, the Doctor observes that the yard is full of rift energy, and so the TARDIS should refuel. They are spotted by Idris, who kisses, then bites the Doctor, calling him her "thief" while speaking madly. She is closely followed by Auntie and Uncle; all make their apologies for Idris, explaining that she is insane. However, Idris says she is not insane and tries saying something, but then tries kissing the Doctor again. She is stopped from doing so. Idris tells the Doctor that "the little boxes will make you angry" and tells Amy what petrichor means. Auntie tells Idris to get some sleep and she agrees, saying she will look for an "off switch". She then faints. Uncle then says sadly that Idris has died, but Rory examines her and says she hasn't. Uncle then asks Nephew to take Idris somewhere she cannot bite others. The Doctor and his companions turn around to see the green-eyed Ood. Amy is shocked, but the Doctor calms her and explains what Nephew is. The Doctor tries talking with Nephew, but finds that his translation sphere is broken. As a gesture of goodwill, the Doctor fixes the device; upon activating, it plays a series of interwoven distress messages from various Time Lords. The Doctor demands Auntie and Uncle tell him who else is there, but they say it's just the four of them and the House. The travellers are confused; Auntie explains that the world that they're on is House. She then asks if they want to meet him. The Doctor agrees, taking Amy and Rory with him into a cavern, led by Auntie and Uncle while Nephew takes Idris away. Inside the cavern, Auntie shows the travellers a vent cover that the Doctor immediately examines. He then tells his companions the asteroid is sentient. Nephew joins them as Auntie explains that the four of them breathe House's air, eat his food, live on his "back" and "smell its armpits" as Amy points out by how the air smells. House then take control of the three natives, greeting the travellers — specifically the Doctor as a Time Lord. The Doctor then asks House if there are other Time Lords on him, but House says though there have been many TARDISes in the past, none are there now. The Doctor then tells House that he is the last Time Lord and his TARDIS is the last as well. House only says it's a pity as the Time Lords were kind. House offers the Doctor, Amy, and Rory free rein for as long as they'd like, giving them the opportunity to explore. As the travellers leave, Auntie, Uncle and Nephew look on with worried faces. In the meantime, Idris has awoken and begins babbling random lines and gibberish. She then realises the Doctor isn't there and calls out for her "thief". Nearby, the Doctor hears her and tells his companions that he knows House is lying because of what he heard on Nephew's translator. However, Amy points out even if there are other Time Lords, the Doctor will have to explain his annihilation of the rest of their species to them; he wants to be forgiven. Wondering what the Doctor needs to help in his search, Amy is instructed to retrieve the sonic screwdriver from his spare coat. Amy gives him her phone to keep in touch and leaves Rory to look after him. However, Rory follows Amy on the Doctor's orders. He believes the Doctor will be okay, but Amy thinks different — the Doctor might get emotional and make mistakes. They enter the TARDIS as a green smoke begins swirling out of the ground and around it. Amy calls the Doctor, asking him where he said the sonic screwdriver was and is told to have a long look for it; the Doctor actually has it with him and locks the TARDIS with it. He then traces the distress signals to a cupboard. He is dismissive of the idea of all the Time Lords being in a cupboard, but is soon prompted to open it when the voices calling for help continue. Inside the cupboard, the Doctor discovers the horrific truth: the Ood's translation sphere was picking up a series of hypercubes, all transmitting similar distress signals from Time Lords that are now long dead. Auntie and Uncle — at House's behest — released the hypercube as a means of luring the Doctor to the asteroid. Distraught, the Doctor turns on them and deduces that House has been "repairing" them with bits and pieces of the Time Lords who have landed here. Angered, he tells them to run. Back in the TARDIS, Amy and Rory realise that the Doctor has lied to them and call him. The Doctor says that he lied and is sorry, but then wonders how Idris knew finding the hypercubes could have made him angry. He tells his companions to stay still and hangs up. Amy realises the Doctor is emotional, which is very bad. A green glow comes from outside the windows, prompting Rory to agree with her, at least with the part about their predicament being bad. The Doctor confronts Idris; he wonders how she could have possibly known, leading her to reveal that she is, in fact, the TARDIS — on landing, House removed the TARDIS matrix and implanted it in her body. While the Doctor's reluctant to believe her, he comes to realise it's true when she explains that she "borrowed" him because she wanted to see the universe, and he was the only Time Lord that was mad enough. He releases her from the cage in which she has been imprisoned and, with her help, deduces that the House "eats TARDISes" by feeding on the Rift energy bursting from them; but because he can't "eat" a TARDIS without blowing a hole in the universe, the House removed the matrix and placed it inside Idris with the hope that it would die off on its own, far away from the console room. Realising that Amy and Rory are in danger, the Doctor rushes outside. He calls them, telling them to "get the hell out of there!" Amy tells the Doctor that he locked the doors, but the Doctor has unlocked them with the sonic; House has begun possessing the TARDIS instead of eating it and is keeping it locked. The Doctor reaches the TARDIS and tries opening it manually and by snapping his fingers, but is unsuccessful. Inside, the Cloister Bell rings as a green glow fills the console room; the TARDIS vanishes from the asteroid. The Doctor is left dumbstruck by these events; he has no idea what to do, which causes him to smile in joy. He then slaps himself to get back on task of following after House to save his companions. Inside the control room, the House reveals his presence and explains that he will kill Amy and Rory unless they can defend why they should live; Rory claims House needs entertainment, which is why Auntie and Uncle lived on his old home — he likes to make other suffer. Hearing this, House simply tells them to entertain him then, ordering them to run — which they do without much persuasion. Back on the asteroid, the Doctor tells Idris that the TARDIS has been hijacked just as Auntie and Uncle walk up to them. Auntie explains it's time for them to "pop off", but Uncle is against it — without House around, they lack the source of their life. They then die, albeit comically. Idris tells the Doctor they have to go where she landed, but stops from a pain in her side, Idris only has a short time left to live. The Doctor then asks his TARDIS if it has a name of its own and Idris tells him he named her "Sexy", much to his embarrassment. Remembering that they are in a "TARDIS junkyard," the Doctor and Idris decide to construct a TARDIS control console from the remnants of other models, though Idris rebukes the Doctor briefly when she reminds him that the so-called "junkyard" is in fact filled with the corpses of her sisters. Elsewhere, as they run through the TARDIS corridors, Amy and Rory must contend with House's mind games; first, he separates them, then seemingly places Rory in a faster time stream than Amy whereby he ages and dies in a matter of minutes, devastating her. However, the true Rory unites with her soon afterwards. The Doctor and Idris bond while constructing the new console, though initially the Doctor is confrontational, accusing the TARDIS of acting like his mother and not being very reliable. Idris informs the Doctor although she has not always taken him where he's wanted to go, she's always taken him where he's needed. The Doctor expresses the desire to talk to her even when she's "inside the box," but she states that it's impossible. Moments later, she nearly collapses and informs the Doctor that her body is deteriorating rapidly. They successfully launch the console and pursue the TARDIS through the vortex, thanks to Idris giving some of matrix to the console. Because House has raised the TARDIS' exterior shields, the Doctor orders Idris to send Amy a telepathic message, directing her to one of the old control rooms; she mistakes Rory for "the pretty one" and sends him the message instead. On their way to the console room, House continues to play with Amy's mind, turning off the lights so that she can't see. As Rory goes ahead, Amy is confronted by Nephew, who has been brought aboard to do House's bidding. The couple flees to the old control room only to find the doors locked; Idris sends Rory another telepathic message to give him the password. Amy, remembering the TARDIS interface is telepathic, mentally visualises all four of the words (remembering Idris' seemingly random reference to the definition for "petrichor"), and they succeed in entering the control room that was used by the Doctor's ninth and tenth incarnations. They manage to lower the shields just as the "invading matrix" materialises. House is able to enter the room. House is annoyed that they lowered the shields, hoping they could have been his servants along with Nephew, but decides they are too much trouble; Nephew is ordered to kill them. The makeshift console then materialises, atomising the Ood. The Doctor reunites with Amy and Rory, introducing them to Idris, whose body is failing. Realising how little time they have left, the Doctor engages the House, explaining that he will need the Doctor's help re-entering the larger universe. He suggests that House delete 30% of the TARDIS rooms for extra fuel. The House agrees, firstly deleting the room in which they all stand. However, instead of dying, they find themselves in the main control room, where the Doctor reveals the emergency failsafe the House failed to consider: all living things present in deleted rooms are automatically transported to the main control room. House sees no reason to delay killing the Doctor and his friends now that they have reached the main universe, leading the Doctor and Amy to enthusiastically congratulate him for defeating them; however, the Doctor is merely buying time, watching as Idris dies just after whispering something in Rory's ear. The Doctor reminds House of his plan — to trap the matrix in a mortal body, where it would die off safely far away from the control room; however, this plan has failed, and the matrix has been released into the console room. Upon entering the console, the matrix quickly overrides House and the entity screams in pain as it is consumed. The matrix has one last conversation with the Doctor, projecting itself as Idris's form into the room. She remembers the sad word she'd forgotten all along — "alive" — which the Doctor insists isn't sad until it's over. She also tells him the one thing she never got to say to him: "Hello." The Doctor pleads that he doesn't want her to go, but she disappears in a burst of light, whispering, "I love you", before vanishing entirely. The heartbroken Doctor tearfully begins to work the console as Amy and Rory look on. The Doctor works underneath the console platform, placing a firewall around the matrix to prevent it from being removed again. Rory admits to the Doctor that, before she died, Idris whispered, "The only water in the forest is the river," which she believed they'd need to know one day. Amy asks if the TARDIS will be able to speak again, but the Doctor says no due to "spacey-wacey" reasons. As their bedroom was one of the ones deleted, the Doctor constructs them another but is disappointed that the two go for a double bed instead of a bunk bed like they had before. As the two head off the Doctor, now with a new appreciation of the TARDIS and his relationship with her, speaks to the console and tells her they can head wherever she wants the Eye of Orion for some peace and relaxation or to wherever the TARDIS thinks he needs to go. One of the levers moves of its accord making the Doctor gleeful as he goes heading into another adventure with his oldest companion leading the way as always. On an island, factory workers Jennifer, Buzzer, and Jimmy move through the monastery. In a small chamber containing one large, circular vat filled with acid, they wear acid suits to protect themselves. Jennifer is perplexed by the acid readings. Buzzer teases her. In response, she hits his leg, and he falls into the vat. Jennifer and Jimmy seem more concerned about the loss of the acid suit. As they leave, Buzzer enters the hallway they've begun walking down and angrily confronts them. He is still seen melting in the vat of acid. In the TARDIS, the Eleventh Doctor scans Amy for pregnancy and continues to get uncertain readings. At the same time, Amy and Rory are playing darts while listening to music being played from the console. The Doctor asks Amy and Rory if they'd like to go for fish and chips while he takes care of something else. Amy objects to being dropped off. Before this issue can be resolved, the TARDIS is hit by a solar tsunami. The TARDIS rocks violently as the Doctor tries steering to safety; however, he gives up and yells for Amy and Rory to take cover as they're about to land. With a soft thud, the TARDIS lands and the Doctor heads outside to see where they are. They're arrived at a 13th century monastery; Amy thinks this means they're in the Medieval Era. However, Rory tells her that it's not likely as he can hear Dusty Springfield playing near by. Rory notes his mother is a fan of Dusty's music, to which the Doctor says he is too. They investigate the interior, not knowing someone is watching them. Seeing piping, the Doctor scans it with the sonic screwdriver, noting that it has a ceramic interior, meaning something corrosive is being pumped off the island. Rory touches a wet spot and pulls his hand back in pain. The Doctor tells him it's old acid; Rory's lucky it wasn't fresh, or his hand would have been dissolved. The monastery has been modified into a 22nd century factory for mining acid. An alarm goes off and the Doctor notices a reading on the sonic, telling Amy and Rory that "almost people" are coming. Searching for these people, the trio end up in a chamber where they spot five harnesses. Four are occupied by sleeping workers. Amy wonders if they're prisoners or meditating; the Doctor tells her it falls into the "or what" category. The factory's "security" quickly surrounds them and the time travellers realise they are exact doubles of the people sleeping in the harnesses. The foreman, Miranda Cleaves, tells the trio that unless they work for Morpeth Jetsan, they're in a lot of trouble. Brandishing the psychic paper, the Doctor claims to have come from the new meteorological department; he warns them that a solar flare — bigger than the one they've just survived — is on its way. They're all in danger. However, Cleaves is more concerned with doing their jobs than the lives of her workers. The Doctor requests to see her "critical system." Cleaves leads the Doctor, Amy and Rory to a vat of Flesh — fully programmable matter which can replicate any living organism. All of the workers in the room, apart from Jennifer, are Flesh "Gangers," controlled by the real people who are sleeping in the harnesses. The site is far too dangerous, and they were losing workers every week; therefore, the military commissioned the creation of the Gangers, who could mine the site and interact with the acid without putting anyone in danger. The Doctor is concerned by their low opinion of the Flesh, but intrigued by its function; he scans it with the sonic screwdriver and reaches out to touch it. He grimaces in pain and says that it felt like, while he was scanning it, it was scanning him. Jennifer is ordered to her harness by Cleaves; a small amount of Flesh pours into a tub attached to it. Eyes and a mouth form as the Flesh compresses into Jennifer's shape and colour begins filling in. After Jennifer's Ganger emerges, the Doctor jokes, "I see why you keep it in a church; the miracle of life." The Doctor reminds Cleaves of the impending solar flare, but she refuses to allow her team to leave the island. The Doctor asks for the location of the security systems, being informed by Jennifer where they are. Investigating with Amy and Rory, the Doctor notes that the factory runs on solar energy; when the wave hits, there will be a debilitating power surge. "I've got to get to the cockerel before all Hell breaks lose. I never thought I'd get to say that again." the Doctor laughs, heading to the roof to the weathervane. However, despite his best efforts, the Doctor arrives too late and is knocked unconscious, falling to the ground as the solar storm hits. The acid pipes burst and leak everywhere, eventually causing the TARDIS to sink below ground. As the power surges, the Gangers flicker between their full human forms and semi-Flesh forms. The Doctor awakes to see the weathervane gone and its stump smoking. Going off in search of the others, he finds Cleaves, who is deeply shaken and concerned for her team. They move back into the monastery, with the Doctor asking Cleaves how long they'd been unconscious; when she replies a few minutes, he insists that it has been at least an hour, and that a lot could happen in an hour. Amy and Rory awake on the floor of the Flesh room and return to the harness chamber, where they find the rest of the team shaken after the power surge. Jennifer is in a state of shock, and Rory comforts her. The Doctor and Cleaves eventually join them. Cleaves informs the group that the Gangers should have melted into their pure Flesh forms, but the Doctor is uncertain — especially as Jimmy's records start to play throughout the monastery. It seems that the Gangers are controlling themselves now. The group runs to the dining hall, which has been ransacked; the Doctor explains that the Gangers were merely searching for confirmation of their identities. The group has trouble accepting this and believe themselves to be in danger, with Buzzer citing previously recorded cases of Gangers going crazy; however, the Doctor shrugs this suggestion off. Seeing a house of cards Buzzer says was a trick taught to him by his grandfather, the Doctor explains that Buzzer's Ganger was taught by his grandfather as well; they have the entire identities of who controlled them in their heads. The Doctor tells everyone that they've willingly bequeathed their lives to their doubles; they are dealing with the miracle of life, not a mess that needs to be mopped up. Jennifer feels ill and rushes to the toilets, closely followed by Rory to keep her protected from crazed Gangers. In the toilets, Jennifer vomits up Flesh while Rory has his back turned; terrified to realise that she's a ganger, she runs into one of the cubicles. As Rory steps in front of the sink and spots the Flesh, Jennifer's arm punches through the door of the cubicle and narrowly misses hitting Rory in the face, demonstrating tremendous elastic ability. Her neck also extends through the hole in the door, and she screams, "Let us live!" as Rory runs out of the room. In the dining hall, the Doctor heats up a plate of food as Jimmy suggests arming themselves against the Gangers. The Doctor wonders if Jimmy is a violent man; when Jimmy replies in the negative, the Doctor explains that there is no reason to assume his ganger will be. The Doctor hands Cleaves the hot plate, though she doesn't react to this until he mentions that it is hot, at which point she drops it. Confused as to why she didn't feel the heat before, the Doctor calmly explains that her nerve endings haven't finished attaching yet, but that she'll stabilise soon enough. Cleaves turns away; when she turns back, she reveals her Flesh form. The workers demand to know where the real one is, but Cleaves runs out screaming. Amy reminds the Doctor that Rory is Jennifer, who was out of her harness, The Doctor, Amy and Dickens run after Rory and Jennifer, finding the aftermath of Jennifer's brief mental snapping. Recalling that the Doctor called the Gangers early technology, Dickens wonders why he's really there. The Doctor gives a look towards Amy before insisting that the Gangers aren't violent, but scared and angry, and he needs to talk to them if he is going to fix what has happened. They continue through the monastery, but find many of the corridors blocked by leaking acid puddles. The Doctor proposes going to fetch the TARDIS and rushes off; Amy also goes off on her own to search for Rory. Jimmy returns to the dining hall and sends Buzzer and Dicken off to retrieve the acid suits. Rory finds Jennifer's ganger in the locker room; she insists that she is Jennifer Lucas, not a mere factory part. Jennifer tells Rory about a memory of a time she was lost as a child and imagined and stronger version of herself as comfort. She takes offence when he asks her where the real Jennifer is, and takes on full human form while yelling that she is just as real as the "other" Jennifer. Rory comforts her, accepting her and earning her trust. On his way to fetch the TARDIS, the Doctor returns to the vat of Flesh and scans it once more before leaving. The tub fills with Flesh, and slowly, a mouth takes shape in the liquid, whispering, "Trust me." Upon reaching the TARDIS, the Doctor is disappointed to find that it has almost completely sunk below ground; additionally, the nearby acid melts through his shoes, forcing him to abandon them and return to the monastery. Meanwhile, all of the Gangers — apart from Jennifer — have gathered in the acid room with the acid suits. While searching, Amy is horrified to see the eye-patch woman yet again. Not long afterwards, Rory and Jennifer's ganger discover her, and they are all joined by Buzzer and Dicken. The two factory workers are pleased to have found Jennifer, but Amy is quick to inform them that this is her ganger. Rory quickly becomes defensive, shouting that no one will touch her. The Doctor, meanwhile, has discovered the Gangers hiding out in the acid room. He tells them that they should try cooperating with the originals, as a fight never ends well for anyone. The Doctor leads them, fully formed, back to the hall; he asks them to try keeping their appearances as it will make them less scary. They are observed from afar by a contemptuous Miranda Cleaves, who has been hiding out ever since the solar storm. Feeling like she's been watched, the Cleaves ganger turns her head, only to see no-one there. They return to the dining hall, where Jimmy, Buzzer, and Dicken interrogate Jennifer's ganger about what she has done to the "real" Jennifer; Amy insists that they should do nothing until the Doctor arrives. And he does so right at the end of her sentence, followed by the Gangers. The Doctor requests replacement shoes and reminds everyone that the Gangers are truly alive; that destroying them is murder. Jimmy expresses some disdain until his ganger reveals his shared memories of his son's birth; they appear to reach some sort of unspoken truce, even volunteering to go and find Jennifer and Cleaves together. However, before they can depart, the real Cleaves storms the room, brandishing a probe; Cleaves' Ganger explains she has a complex that makes her always want to be in charge even when she doesn't know what the hell is going on. Cleaves tries killing her double, but Buzzer's gets in the way to wrestle the probe from her. Buzzer is zapped and drops dead. The Doctor is furious; Buzzer's ganger had a human heart, and Miranda stopped it. Having witnessed Buzzer's murder, Jennifer's ganger wrongfully loses her faith in Rory, concluding humans can't be trusted; when Cleaves turns on her with the probe, Rory jumps on her, wrestling it away from her as the Gangers flee, terrified. The Doctor snaps at Cleaves for ruining their chances of working together, prompting Cleaves to arrogantly respond that it's "us or them." Returning to the acid room, Jennifer's ganger repeats this — "us or them." Sensing that the Gangers will launch an attack as retribution for Buzzer's death, the Doctor suggests hiding out in the monastery's most secure room — the chapel, which happens to contain the Flesh vat. The real Jennifer searches for Rory, but is met with a sneak attack from above by her Ganger. Rory stops running toward the chapel when he hears Jennifer scream out. Despite Amy's protests, Rory separates himself from the group and goes off in search of Jennifer. As the Gangers advance on the chapel, the Doctor and his companions barricade themselves inside; however, the Doctor is quick to sense someone else's presence in the room and refuses to focus on the situation at hand. As Amy lectures him, the Doctor's voice rings out from the shadows. A semi-Flesh ganger of the Doctor steps into the light, adjusting his bow-tie. "Trust me," he says. "I'm the Doctor." The ganger Doctor begins screaming in pain, prompting the original the Eleventh Doctor to ascertain what is wrong with his clone. Ganger Doctor begins quoting some of the Doctor's past incarnations. This makes the Doctor realise the Flesh is having a difficult time dealing with his past regenerations, which is causing his Ganger a great deal of difficulty in stabilising into his current one (which is several bodies after the original). The Doctor encourages his Ganger to calm down, as the process is nearly over; Amy looks on in bewilderment as the voice of the Doctor's Ganger changes a few times to match the incarnation he is quoting. The Ganger stops screaming and is now in the Doctor's form. Amy helps the factory workers barricade the door. The Doctor asks his Ganger to describe Cybermats to prove that he is actually him. Ganger Doctor tells him that Cybermats are the creation of the Cybermen and kill by feeding on brainwaves. Amy then asks the workers if there are any weapons the Gangers could get their hands on; they're a factory, so there's no need for weapons. Smoke begins seeping through the door — the gangers are trying to force their way inside by using acid. The two Doctors discuss the situation, amused that they can tell what the other is thinking; getting everyone's attention, they establish protocol — simultaneously warning Amy to "breathe" — and deduce that they will be able to escape through an air-duct. They quickly climb into the vent, escaping just as the gangers succeed in breaking into the room. They run into the hall to discover that the acid leaking from the pipes is interacting with the stone, creating a highly potent miasma or "chokey gas". Cleaves informs them they can get to higher ground in the evac tower and radio for help. They enter and the Doctors begin working together to get the power back online. Once they have power, they can radio for help and track down Rory and Jennifer. Amy wonders which is the real Doctor and they tell her their shoes are different — the Doctor changed his after the Flesh scanned him. The Ganger asks "Pond" if she's satisfied and she tells him not to call her that, saying that he's almost the Doctor "which is pretty damn impressive". The Ganger takes offence to this and suggests being called "John Smith" as almost being the Doctor is like not being the Doctor. They get the power back on and Cleaves begins working the controls. Meanwhile, Gangers Cleaves, Dicken, and Jimmy go to the factory control room, where they are able to listen to Cleaves send a transmission to the mainland from the evac tower; Cleaves requests immediate evacuation for herself, the Doctor, and the humans, and orders the gangers' decommission. Ganger Cleaves tries to intercept the transmission, but the real Cleaves cuts off this line of approach, typing and sending a password that she explains must be used in all future transmissions so that the mainland may be able to verify that it is her and not her ganger. Ganger Cleaves comments on how clever she is, joking it's why she gets paid the most out of all of them. The Doctor's group tries to track Rory and Jennifer on the factory computer, but fail. Amy continues doubting both Doctors are real, saying, "There can only be one." At the same time, the Doctor has booked a phone call for the morning; he does not explain why. Abruptly, the woman with the eyepatch appears again; Amy finally confesses the woman's presence to the Doctor, who insists she's nothing more than a "mirage," and encourages her to breathe again. The Doctor's ganger leaves, muttering that something is in his head. Cleaves yells for him to come back, but Amy says she will go after him. Outside, Amy apologises for her earlier comments but says she's been through a lot with the Doctor, having even seen his death, which she admits to him. She then asks if the ganger could have been the Doctor who was killed at the lakeside when, suddenly, he shoves her up against a wall and repeats what each ganger says when it's decommissioned (or, rather, executed): "Why?" Frightened, Amy returns to the control room and orders the ganger to be kept away from her. The now-calm Ganger follows, apologising to Amy for his behaviour. Ganger Doctor asks the original if he heard the telepathic "Why" as well, The Doctor confirms he did, but not as strongly as his twin did. The Ganger Doctor explains the Flesh is growing and wants revenge for all the Gangers that have been decommissioned. Amy thinks the Ganger is acting on behalf of the Flesh and says he's not the Doctor. Cleaves tells Ganger Doctor to sit down and he does so without an argument, hoping to make Amy feel safe. Meanwhile, Rory has tracked down two different Jennifers, both of whom claim to be the human Jennifer; one shows off a wound on her leg that she claims the Flesh is unable to replicate. Despite Rory explaining that the Doctor will help get both Gangers and humans off the island, one of the Jennifers explains that the Flesh wants to kill them now. Ultimately, the two fight, with one Jennifer dissolving the other by pushing her into a puddle of acid. Trusting Jennifer (who is actually the original Ganger that created the now-melted copy of herself), Rory rushes off to the thermostatic control room with her, where Jennifer insists they will be able to deal with the deadly choking gas that is filling the corridors. The factory computer picks up a visual of Rory and Jennifer on their way to the thermostatic room, which greatly confuses Cleaves; there is no way to clear out the air there, it controls the temperature gauge for the acid. The Doctor deduces from the headaches Cleaves is experiencing that a blood clot in her brain is slowly killing her; she then realises the Doctor is an alien when he mentions it's operable off Earth. Knowing Rory and Jennifer need to be rescued and brought to the evac tower, the Doctor gives the sonic screwdriver to his ganger and sends him off to accomplish this mission with Buzzer's supervision. Cleaves and Amy ask the Doctor if he's crazy; the Doctor and his Ganger retort that the original once plugged his brain into the core of a planet to both hold its orbit and win a bet, so possibly. In the thermostatic chamber, as she previously failed to shut off the thermostatic regulators due to not being a human, the Ganger Jennifer tricks Rory into doing so in her place. She seems fond of Rory despite wanting to kill humans. With the underground cooling vents shut off, the acid will boil and incinerate the factory; the lives of everyone there, human, Ganger and Time Lord, are in danger. They next find a pile of discarded, faulty Gangers that are fully conscious in a previously sealed-off room. Rory is now completely convinced that the Gangers have an equal right to live just as much as humans do; they have to make the public aware of the Gangers' suffering. Exploring the monastery, the Doctor's ganger and Buzzer discover the real Jennifer's body, deducing that she'd died shortly before their arrival. Both Ganger Doctor and Buzzer realise that the Jennifer with Rory is a Ganger, meaning he's in trouble. However, while Ganger Doctor has his back to Buzzer, he is whacked on the head with a lamp, knocking him out. Buzzer apologises, saying it's Cleaves' orders. Buzzer is subsequently killed by Jennifer's ganger when he discovers her comforting the pile of discarded Flesh. Rory, however, is not there. In the evac tower, the computer registers a rise in temperature, forcing Cleaves to change the rescue spot. However, before she can give the password to confirm her request, the computer explodes. Amy hears something break behind one of the walls, forcing them to leave the evac tower and turn the regulators back on. In the meantime, Ganger Cleaves, who has deduced the password, calls the transport captain and reroutes the transport to the courtyard; she and the original are the same person, so it wouldn't be that hard to guess the password. Meanwhile, the other gangers discover the unconscious ganger Doctor, who awakens at that moment and asks for something for the pain the blow to his head is giving him. Ganger Cleaves explains that Gangers will always be treated poorly by humanity. Putting away his sonic screwdriver, Ganger Doctor tells them to call him "John Smith". Elsewhere, the Doctor's group arrives in the thermostatic regulator room. The Doctor and Cleaves try getting the machine to turn back on, but it's too late; a chemical chain reaction has started and they have less than an hour before the factory is reduced to nothing but a puddle of acid. With the machine exploding, they are forced to run away and to seek the rescue shuttle. The Doctor's group reunites with Rory, who informs them that Jennifer has discovered a secret tunnel beneath the crypt — which also doubles as the acid room — which they can use to escape to the TARDIS. When they reach the acid room, however, Rory and Jennifer's ganger lock the group inside; Rory is oblivious to Jennifer's true intentions, merely hoping to convince the group of the gangers' right to live. As Rory becomes more uncertain of what they're doing, Jennifer reveals herself to be a ganger and drags him away before he can release the others. In the dining hall, Rory yells at Jennifer; she's completely changed from the sweet and kind woman she was before to a revenge-crazed lunatic, going as far as creating a second Ganger of herself to win his trust and make him think she was the original Jennifer. Jennifer explains that the humans (and the Doctor) will be melted as they deserve and once they get to the mainland, they'll start a revolution to free the other Gangers; she tells Ganger Doctor to join up. Rory then wonders about the real Jennifer and the Ganger Doctor tells him that she is indeed dead. In the acid room, they have lowered a lid on the boiling liquid to buy time. Jimmy is less than willing to believe it will work as the acid will eventualy eat its way out. Snapping at Jimmy, the Doctor says that if he has a better plan, he's all ears — "In fact I'll take you to a planet where everyone is all ears." Back in the dining hall, Rory tries to leave to help the others; however, he is ordered by the Doctor's ganger to stay as the holographic phone rings; its the call the Doctor booked earlier. Jimmy's young son, Adam, is calling to speak to his father. Ganger Doctor speaks to Adam and then asks Ganger Jimmy to speak to his Adam; he's just as much as Adam's father as the real Jimmy. Emotional, the Ganger runs off to release everyone. Jennifer snarls at Ganger Doctor, telling him he tricked Jimmy into an act of weakness. When the Doctor explains that this was only an "act" of humanity, Jennifer flees; the other gangers also experience a change of heart. Jimmy's ganger is too late, however; unlocking the door of the crypt, he is horrified to see Jimmy get hit in the chest by acid spitting out from beneath the lid of the tank. The Doctor scans Jimmy with the sonic screwdriver and sadly informs the group that the acid has already reached his heart. As Jimmy dies, he asks his ganger to answer his son's call and be his father now. The Doctor and the remaining group follow Jimmy's ganger back to the dining hall, where he wishes Adam a happy birthday; he is also delighted when the Doctor informs Adam that Jimmy will be coming home that day. The group takes off running through the monastery as the roof begins to cave in; they are pursued by a deranged and mutated Jennifer, who has taken the form of an elastic Flesh monster. Though they manage to find a safe chamber, the door at the end of the passage will not shut, and so Dicken sacrifices himself to close it. The Doctor and Cleaves's ganger use their bodies to barricade the second door as the TARDIS crashes through the ceiling behind them. Cleaves, Jimmy's ganger, and Dicken's ganger are ushered into the TARDIS by Rory. Amy calls for the Doctor to return to the TARDIS, with his ganger suggesting perhaps Amy thinks he should stay instead; the Doctor maintains he's staying to keep the door shut and reveals he's the ganger — he and the Doctor switched shoes to prove the two races are not so different. Unfortunately, it also means he is now aware that he will be killed at Lake Silencio, and his earlier reaction in front of Amy was genuine terror. The Doctor gives the sonic to his ganger, who exchanges an emotional farewell with an apologetic Amy. He whispers to Amy, saying to push, but "only when she tells you to". They enter the TARDIS and leave. The Gangers realise using the sonic to destabilise the Flesh will kill them too; however, the Doctor optimistically hopes to return. Opening the door, they activate the sonic and all three Flesh beings collapse. Elsewhere, the Doctor explains exposure to the TARDIS engines permanently stabilised the gangers of Jimmy and Dicken, turning them into true human beings while giving Cleaves medicine (that tastes like burnt onions) to cure the blood clot. Jimmy is dropped off at home, where he reunites with his son; the Doctor, having given Jimmy balloons for Adam, watches from the distance. He next drops Cleaves and Dicken off at an Army press conference about the incident; he encourages her to spread the word about the gangers and not to let their deaths be in vain. Amy worries about what will happen to them, but the Doctor merely tells her to breathe. She is confused, but suddenly doubles over in pain; Rory and the Doctor bring her back to the TARDIS where the Doctor informs the couple that she is going into labour. The Doctor orders Rory to step away from her, which he reluctantly does. Amy looks on, terrified. The Doctor explains that their trip to the factory was not unintentional: he needed to see the Flesh in its early stages so he could learn how to stop the signal — to Amy. He says no matter where she is, they'll find her. Rory watches in horror as the Doctor points the sonic at Amy and she dissolves into a puddle of Flesh. Amy wakes up to find herself imprisoned in a medical capsule, dressed in a white hospital gown. A panel in the ceiling slides away, revealing the woman with the eyepatch, seen by her Ganger, who informs Amy that she is nearly ready to pop and that the "little one" is on its way. Looking down, Amy is horrified to see that she is heavily pregnant and due to give birth at any minute. The woman cruelly instructs her to push as Amy screams, going into labour. On the Demon's Run base, Amy calms her infant daughter, Melody Pond, as Cleric guards and Madame Kovarian look on. It has been some time since she gave birth to her child, and now Melody is ready to be raised by a parent. However, Amy has been denied the privilege of caring for her own baby. Kovarian has plans to enact another kind of parenthood for Melody Pond. She gives Amy two minutes to say goodbye to her child before approaching her with two armed guards. Amy tells Melody of her father. Though he looks young, he has lived for hundreds of years and he is coming for them, so their captors had better beware as not even an army would stop him. When Amy's time with Melody is up, Kovarian ruthlessly advances with her arms outstretched to obtain Melody by force if she has to. Crying, Amy begs Kovarian to leave the baby alone. She removes the child from her mother's arms and puts her in a cot to be taken away. A young female soldier reluctantly watches Amy's heartbroken reaction, and two cloaked figures from an upper balcony step forward to watch Melody being brought into Kovarian's care. Before her baby is completely separated from her, Amy gives Melody a kiss and continues talking about her father; though he has a name, the people of Earth know him better by a different title: the Last Centurion. Twenty thousand light years away, on the flagship of the Twelfth Cyber Legion, Cybermen detect an intruder working his way to their command centre, wreaking havoc with a sonic screwdriver. They try sealing him off, but every attempt fails. They prepare to confront him, weapons raised as the door opens to reveal Rory. Fearless, Rory tells the Cybermen that he has a message from the Doctor and a question from himself: "Where is my wife?" The Cybermen don't answer, prompting Rory to explain that they hear everything in the quadrant; he will leave in peace if they tell him what he wants to know. The Cyber-Leader demands the message and gets it: the rest of the ships explode outside the window. Message delivered, Rory asks if he needs to repeat his question. On Demon's Run, the Fat One and the Thin One discuss the Doctor and how he scolded the Atraxi after scaring them off a planet. The Thin One reminds the Fat One that they're being paid to fight the Doctor. Praising costs more. A Cleric named Lorna overhears them, smiles, and continues to sew on her break. This is seen on a security monitor by two guards in the control room, Dominicus and Lucas, who are practising how to tell the difference between psychic paper from actual identification. Lucas incorrectly chooses the psychic paper, and Dominicus reminds him he has to look for the psychic fractals to recognise which ID is real. However, Dominicus is too bored to care because the Clerics have been on Yellow Alert over three weeks. The Thin One and the Fat One talk about the Headless Monks they are sharing the base with, pondering if they are truly headless. Lorna overhears them and explains. They believe "the domain of faith is the heart and the domain of doubt is the head", hence the name "headless." They introduce themselves by their nicknames and reveal that they are married. Lorna asks if they have real names, but the Fat One rattles off a large number of labels that make them too easy to identify regardless of who they are. Three Headless Monks show up and leer in the direction of The Fat One. He leaves with the monks to complete a conversion tutorial. The Thin One deduces that Lorna has had an "encounter" (met the Doctor); he is right. Lorna met him when she was a little girl in the Gamma Forests, something that made her join the Clerics, despite her planet being "heaven neutral", as the Doctor's time there was the only exciting thing that happened. When asked what he's like, Lorna mentions the Doctor said "Run" a lot. Elsewhere, the Fat One is taken to the Headless Monks' headquarters and told by an automated voice that they hold a tradition for visiting armies of other faiths to offer individuals for conversion to the order. He has been selected for conversion to their faith and must make a donation. The Monks advance on him with an empty box. The Fat One figures out that this "donation" is more malicious than he made it out to be and the Monks have the intent of bagging his head. In the meantime, the Thin One closes an inspection hatch in a manner resembling a metaphorical guillotine drop, unaware of his husband's fate. He asks Lorna why she thinks the Doctor isn't at Demons Run yet. She guesses it's because he can be anywhere in time and space. London, 1888: a woman returns home and informs her carriage driver she won't be needing him again that night. She enters and greets her maid Jenny, telling her to send a telegram to Scotland Yard informing them Jack the Ripper is dead. When asked how she found him, the woman reveals herself to be a Silurian named Vastra, saying, "Stringy, but tasty". Jenny then takes her to the drawing room, where the TARDIS has materialised. Vastra knows the time has come to repay an old debt to the Doctor and tells Jenny to pack. In the Battle of Zaruthstra in 4037, Commander Harcourt heads to a medical tent to inform Madame President Eleanor that they must leave a child behind as the enemy is closing in and the nurse has yet to arrive. Just then a Sontaran named Strax enters and does a medical scan on the boy, telling him that he will soon be well. Upon leaving with his work done, Strax is questioned by Harcourt about why a Sontaran is serving as a nurse; it's a penance to restore the glory of Strax's lost clone batch. Upon seeing the TARDIS arrive, Strax sees his penance is over, telling Harcourt to get some rest. In the Stormcage Containment Facility, a tipsy River Song returns from one of her "outings" with the Doctor and sets off the alarm. Calling the guards to tell them that she is returning to her cell, River notices someone in Roman garb in the shadows; it's Rory. After confirming she knows who he is, River quickly looks in her diary to know why he's there: Demons Run. Rory explains the situation, asking River to come help with the others the Doctor is recruiting. River explains that the Battle of Demons Run is when the Doctor will finally know who she is and that she cannot be there until the very end. It is also the day the Doctor rises higher than before, but falls lower than that. Elsewhere, at the Maldovarium, Dorium Maldovar is closing down his bar in a hurry, out of fear of something. He is caught by Colonel Manton and Madame Kovarian, who ask him what he knows; they have been on Yellow Alert for three weeks and the Doctor hasn't done anything. Dorium explains that there are numerous people throughout time and space that owe the Doctor a debt for helping them; he's gathering an army. Dorium explains the stories about the Doctor are true and not myths. Seeing they are getting nowhere, Kovarian and Manton leave. Dorium prepares to follow suit, but finds the TARDIS has landed in the backroom of his bar. As the Doctor's silhouette bears down on him, he pleads, "No. No, no, please. Not me. You don't need me. Why would you need me? I'm old, I'm fat, I'm blue. You can't need me!" At Demon's Run, Colonel Manton speaks to the assembled Clerics and Monks about the Doctor. They are told not believe any of the stories they've heard about him; the Doctor is neither a goblin, trickster, god, nor devil, but a living, breathing man. He then tells the Clerics that they are going to fix that. Amy watches from above, in her cell. Lorna enters, apologising and offering a prayer leaf with Melody's name sewn on it in the language of her people. Amy becomes annoyed with Lorna, asking for her gun if she keeps talking. Her focus then goes back to how the Clerics react to the Doctor. Lorna explains that he's seen as a "dark legend", earning a scoff from Amy, who asks if she's met him. To her surprise, Amy learns Lorna met the Doctor as little girl as well. Seeing that Lorna is genuinely being compassionate towards her, Amy accepts the gift, but warns Lorna that the Doctor is coming and that she needs to be on the right side. Lorna hurries to the speech, arriving as Manton says he has received divine permission to lower the hoods of the Headless Monks. He reveals knots of skin in place of a neck and head, making the Thin One horrified about what happened to the Fat One. However, as Manton explains what the lack of heads gives the monks, the third one lowers his own hood to reveal himself to be the Doctor. Everyone is shocked while Amy and Lorna smile. The Doctor invites the Clerics to point their weapons at him if it helps them relax. In the control room above the hangar, Vastra and Jenny hold two technicians at sword point, much to their horror. Vastra encourages them to resist being held hostage as she's hungry for "ape". Jenny then politely asks them which button controls the lights. In the hangar, Colonel Manton tells the Doctor that he will be taken into custody. However, the Doctor mumbles, "3 minutes 40 seconds", before yelling for Amy to get her coat. The lights go out as he puts his hood back up. When the light come back on, the Doctor has disappeared from the stage. His voice echoes through the room, informing them that he is amongst the monks. The Clerics begin panicking and wondering which of the monks is the Doctor. One of the Clerics shoots a Monk, who turns out to be headless. This causes the monks to begin killing the Clerics and vise versa. Lorna spots a monk using a sonic screwdriver on a door across the hangar and follows it out. Madame Kovarian also leaves with two Clerics. In the control room, Vastra comments on the Doctor's brilliance, accidentally insulting Jenny. Apologising, she quickly knocks out one of the hostage Clerics with her tongue to prevent him from tripping a lockdown button. Back in the hangar, Manton regains control, ordering the Clerics not to fire. He removes his weapon pack and drops his gun as a show of good faith, urging the Clerics to do the same. However, as soon as they're all disarmed, an army of Silurians and Judoon materialise. Commander Strax holds Manton at gunpoint, claiming the base. Manton says his fleet will come to help if Demon's Run goes down. However, the Doctor announces from the speakers that their communications relay can't work if it's taken out, explaining that they've got incoming. Danny Boy radios the Doctor and is order to "give 'em hell". Outside the base, a group of Dalek-upgraded Spitfires (curtesy of Churchill) attack and disable their communications. The base shakes, with Amy laughing. Upon hearing that they've succeeded, Manton is at a loss for words. The Doctor smiles. Elsewhere, Kovarian gets to her ship with Melody in a portable cot. She orders her aides back to the hangar, saying the Doctor must think he is winning "until the trap closes." Unbeknownst to them, Lorna is listening. She runs off. Rory appears and confronts Kovarian. She taunts him, asking how he will take her ship, when she has a crew of 20 men waiting in it. Rory smirks. Henry Avery and his son Toby exit the ship with a captured crewman; Henry points his blunderbuss at her, declaring, "The ship is ours, milady". Kovarian and Manton are brought to the Doctor, who has joined Vastra and Jenny in the control room. He then laughs, saying it took him "3 minutes 42 seconds" to take the base. Strax tells Manton to order his troops to retreat, but the Doctor decides to punish Manton by having him be famous for instead saying, "Run away". He intends to slap Manton with the label for life so that everywhere he goes, he'll be called that name, and children who find his house will laugh outside his door knowing it belongs to "Colonel Runaway". Explaining why, the Doctor says it's a warning for those who try to get to him through the people he loves. The Doctor bellows with anger as he says this, becoming so enraged that he notices it is a new sensation and doesn't know what is going to happen next. Manton refuses to retreat until Kovarian tells him to do so, harshly applying the Doctor's humiliating nickname: "Give the order, Colonel Runaway." In her cell, Amy hears someone trying to get in and realises it's Rory, who asks her to wait as he unlocks the door with the sonic and he enters with the baby in his arms. They reunite tearfully as the Doctor enters, trying to excuse himself as it's an emotional moment. However, Rory orders him in. The Doctor talks to Melody, claiming that he can speak baby. Madame Vastra enters, telling the Doctor the Clerics are leaving without any bloodshed. When she gloats that the Doctor has never risen higher (no-one in the history of the universe has managed to win a battle without killing someone), Rory remembers River's warning. The group, minus Dorium and Vastra, gather in the hangar, preparing to leave the base, but the Doctor does not want to leave until he figures out why the base was used in the first place. There is a debate as to why Melody is crying. The Doctor emerges from the TARDIS with a cot, saying the baby is sleepy. Rory and Amy try to come to terms with what has happened and why Amy was kidnapped; the Doctor knew, but didn't tell Rory in case they were listening in on them. Vastra calls the Doctor to the control room. Before he leaves, Amy implores him to tell them something about their baby. The Doctor says the cot he's letting Melody use was once his. In the control room, Dorium hacks into Kovarian's files and finds scans of Melody's DNA, which contain traces of Time Lord DNA. Vastra wonders where Melody was conceived, knowing that Time Lords became what they were through exposure to the time vortex and the Untempered Schism. At first, the Doctor does not want to think about the event in question and goes off on an awkwardly spun tangent to avoid the touchy subject. However, his avoidance of the question leads him straight to the answer. Figuring out his huge blunder, he stops dead in the middle of his yammering, leaving Vastra to prompt him to finish his sentence and Dorium inquiring, "Mmm?". The Doctor remembers that the first time Amy and Rory were together on the TARDIS in this version of reality was on their wedding night. Knowing he left the couple alone and this is his fault, the Doctor gawks with his mouth agape and a giant blank stare. Vastra deduces that Kovarian wants a part-Time Lord to turn her into a weapon. Dorium fears that victory came too easily and something is wrong; Vastra agrees. The two hurry back to the hangar. The Doctor, scowling, stays, remembering the little girl from 1969 America and the super-human strength with which she escaped from the astronaut suit. Kovarian appears on a view screen in the control room. When he asks what the baby is for, Kovarian says Melody is hope in their endless, bitter war against the Doctor. In the hangar, Lorna is captured by Strax, who found her eavesdropping. She warns them of Kovarian's trap, but they refuse to believe her, given her uniform; she only joined the Clerics to meet the Doctor, a "great warrior." When Amy tells her the Doctor is not a warrior, Lorna confusedly asks why he is called "the Doctor." The lights in the hangar switch off and Strax scans the area, confirming there are no life forms on the base apart from them and the Silurians. Lorna tells him the monks aren't alive, so they don't register. Elsewhere, the monks kill the Silurians. Rory ushers Amy and Melody to safety before joining the others as the real battle begins. As Vastra and Dorium join the others, a force field surrounds the TARDIS and the hangar doors lock. Dorium identifies the Monks' chant as their attack prayer and steps forward, hoping to negotiate with them as their old friend and business partner, but Rory warns him that he just sold them out to the Doctor. Dorium foolishly walks up to the Monks as their swords are blazing with electricity, and Vastra desperately warns him to come back. A loud, swishing metallic slice connects in the darkness and a thump is heard: Dorium has been beheaded. His body joins the Monks as they advance on the group. The Doctor's allies prepare for battle. Vastra tells the group to protect Amy's child at all costs. Rory unsheathes his sword and draws a gun, taking the lead position. Strax, Lorna, Vastra, and Jenny train their own guns on the Monks. In the control room, the Doctor angrily tells Kovarian that a child is not a weapon. Kovarian gives the Doctor a cruel reply that Melody can be and will be. The Doctor fiercely states to her hologram that he will never let her near Melody again after she lost her in the battle. Kovarian gleefully informs him that fooling him once was a joy, but fooling him twice in the same way is a privilege. She ends her message with a with a very hateful tone and a cold-hearted glare. The Doctor remembers the moment he learned Amy Pond had been replaced with a Flesh duplicate, and immediately connects the dots. Realising that Kovarian has made a Ganger of Melody, the Doctor rushes off to warn Amy. Rory, Vastra, Jenny, Strax and Lorna battle the Headless Monks while Amy waits, holding a crying baby. As the monks are slain, they manage to inflict devastating blows to Strax and Lorna that leave each of them on the verge of death. As the fighting continues, Melody, looking over her mother's shoulder, sees a slot open in mid-air through which Kovarian recites the poem "A Good Man Goes to War" and at the end tells her; "Wakey, Wakey Kiddy". Suddenly, Melody dissolves into Flesh and Amy tearfully screams for Rory. The Doctor arrives at the battle as it ends. A sullen Rory informs him they know Melody was Flesh. The Headless Monks have been defeated, but Lorna and Strax are fatally wounded. Rory goes to help Strax, who dies happy as it was in battle. The Doctor tries to comfort Amy, but she backs away from him. Vastra brings the Doctor to Lorna. She says they met once and she fears he does not remember her; the Doctor quells her fears, saying he remembers everyone and that he knows they ran together. She soon dies. The Doctor is profoundly saddened to see Lorna pass away in front of him. After asking Vastra who she was, Vastra replies that Lorna was very brave. The Doctor agrees that everyone who dies for him is always brave. Vastra wonders if the Doctor is going to pursue the Silence in search of the real Melody. She believes with great certainty Melody was taken to Earth, where the Silence would raise her in a proper environment. However, to her surprise, the Doctor declares, "Yes, they did. And it's already too late." Sickened by his failure, the Doctor walks away without another word. Vastra protests that he never gives up, but the Doctor retorts, "Yeah, and don't you sometimes wish I did?" As the Doctor considers quitting his pursuit of the Silence, River Song appears. He angrily confronts her, demanding to know why she did not come when he asked as he's always been there for her. River replies that she could not have prevented the battle. The Doctor tells her that he didn't want this, but River says it's exactly like the Doctor; his legendary adventures have made others frightened of him. She asks him if this is how he pictured things turning out when he first took off to see the universe, explaining that the word "Doctor" comes from him. However, the Gamma Forests translates "Doctor" as "Mighty Warrior", reflecting how he defeats foes and the reason Lorna sought him out. The Doctor, tired of her riddles, demands to know who she is. She runs to his cot and directs his attention to it, asking him if he can read what's down there. Once he does, his expression changes from anger to joy. He asks River several incomplete questions, all of which are answered, "Yes", even those that obviously seem to be about their relationship. He bids Vastra and Jenny goodbye, orders River to get them all home safely, and takes off in the TARDIS despite Amy's protests. Amy points a gun at River and asks what she told the Doctor. River calmly hands Amy the prayer leaf Lorna sewed for her, which lies in the cot. It is Melody's name in the language of the people of the Gamma Forests. They don't have a word for "Pond," since the only water in the forest is the river. Amy and Rory watch as the TARDIS translator kicks in, and the stitching on the prayer leaf changes to words they can read: River Song. Overwhelmed with emotion, River confirms she is their daughter. Rory drives through a wheat field wildly as Amy gives directions badly. She is telling him how to trace letters by mowing down the wheat with the car that will spell out a name, trying to summon the Doctor in the loudest manner possible, so that he cannot avoid contact with them any longer by dodging Amy's phone calls. Stopping their car, they find the Doctor standing by his TARDIS in a new green pea coat. The trio suddenly learns what caused the unknown stroke in the message when they hear the high-powered engine of a sports car revving through the field and shredding a new line down the middle of their crop circle. All of them start screaming for their lives. They dodge out of the way as a Corvette almost runs them over. Out steps Amy and Rory's best friend, Mels, who flirts with the Doctor and fondles the TARDIS. With police sirens prophesying her arrest for car theft, she points a gun at the Doctor and demands he take her to kill Hitler. Flashback: Mels is a childhood friend of Amy and Rory and a troublemaker at school. She gets in more trouble than anyone except boys, insults teachers, continually references the Doctor, steals buses and points out to Amy and Rory that they're in love. Back in the present, the TARDIS flies wildly because Mels has shot the time rotor. He barks at the delinquent, "You shot it! You shot my TARDIS! You shot the console!" Mels accusingly remarks, "It's your fault!" He inquires, "How is it my fault?" She replies, "You said guns didn't work in this place. You said we're in a state of temporal grace." Angry that she fired her gun out of foolish curiosity, he snarks, "Oh, that was a clever lie, you idiot! Anyone could tell that was a clever lie!" In 1938 Berlin, a janitor watches a Nazi officer. In a futuristic control room, the crew discuss copying the officer as the janitor follows him. In the control room, a woman complains that the last time they relied on the computer, it "made Rasputin green". She goes to "the top level", where an electronic voice politely threatens her until she adjusts a device on her wrist. She looks through a view port, which is the eye of the janitor, actually a highly advanced ship, the Teselecta. She relays colour codes to the control room. The janitor becomes the officer's double and beams him aboard with a miniaturisation ray. Learning the officer's identity as a war criminal, the crew leave him to the antibodies. They politely threaten the officer before killing him. The Teselecta enters Adolf Hitler's office while the captain complains about the shock-absorbers malfunctioning. Hitler asks why his officer has entered without permission. The Teselecta activates "justice mode" and paralyses him with a beam of light from its mouth. However, one of the crew says they arrived too early in his timeline, just before the TARDIS crashes through a window and knocks over the Teselecta. The TARDIS occupants stagger out in a cloud of smoke caused by Mels' havoc. Hitler thanks the dumbfounded travellers for saving him and asks what the TARDIS is. The Doctor advances on him, saying it's a police box and "The British are coming!" The Teselecta picks itself up and a panicky Hitler fires at it. Rory punches out Hitler and takes his gun. The Doctor and Amy help up the Teselecta. Rory shoves Hitler in the cupboard while the Teselecta goes into observation mode — "fainting". Mels staggers forward. She calls Hitler a lousy shot and collapses; she was hit by a bullet. Rory tries to help her and the Doctor tries keeping her conscious by talking to her. Mels says she wanted to marry the Doctor and he promises to ask her parents when they fix her up. Mels says they're right there, then begins to glow. The Doctor, who recognises that Mels is starting to regenerate, pulls the others away from her. Mels comments about regenerating once before as a child in New York and reveals her actual name to be Melody. Amy says she named her daughter after her, but the Doctor explains, "You named your daughter after your daughter" and Mels finally regenerates with a scream. The crew of the Teselecta look in bewilderment at a criminal whose crimes dwarf Hitler's: Melody Pond. Melody ends her regeneration in her River Song incarnation. She chatters on about her new look before going off to weigh herself. The three time travellers talk, realising that Melody is River Song right at the beginning. Melody asks who River is, but the Doctor refuses to tell her "spoilers". She pulls out a gun, "getting back to business", points it at the Doctor and pulls the trigger. The gun, emptied by the Doctor during the regeneration, clicks uselessly. A scintillating conversation ensues and Melody pulls a banana at the Doctor, who had turned the fruit bowl she had left the gun in, then Melody swings a letter opener at him but is disarmed. The Doctor asks why she didn't kill him in the field and receives the reply that they'd only just met — she's a psychopath, not rude. An impatient Melody asks if killing him will take all day. The Doctor inquires if she was busy and, an explanation that the Silence tailored Melody as the Doctor's "own bespoke psychopath" later, Melody kisses him with poisoned lipstick and jumps out a window to go shopping. The Doctor gives Amy his sonic screwdriver and tells her to find Melody. Dying, he stumbles into the TARDIS. Outside, Melody enrages soldiers into shooting her. Rory, horrified, cries out, "No!" as his daughter is pelted by automatic gunfire. However, she is within the first fifteen hours of her regeneration; she produces a shock wave that heals her and knocks out the guards. She steals a motorcycle. Amy and Rory steal another and follow her. Inside the TARDIS, the Doctor turns on the voice interface as a hologram of himself. He asks for someone he likes. In succession, it offers images of Rose Tyler, Martha Jones and Donna Noble, all of whom induce wails of guilt. Finally, it offers young Amelia Pond, who tells the Doctor that he will shortly be dead. The poison comes from the Judas tree, and regeneration is not available. The Doctor tries to get "Amelia" to help him gather his strength. It insists it is not Amelia, but a hologram. He collapses, gasping for help, then hears Amelia the hologram say "Fish fingers and custard". He finds the strength to drag himself to the console. Elsewhere, Melody enters a restaurant and orders the patrons at gunpoint to take off their clothes. Outside, Amy and Rory wonder where she is. They see the screaming restaurant patrons run out in their undergarments and hurry in just as the Teselecta, now in Amy's form, arrives. Melody is working on her ensemble when Amy — actually the Teselecta — runs in. Amy and Rory wake up where the Nazi officer did. They are threatened politely by the antibodies until a crew member gives wrist devices to ward them off. They are taken to the bridge, where they are told that their memories of these events will be erased later. Outside, the Teselecta asks Melody why she killed the Doctor on behalf of the Silence. Melody really doesn't know. Her past is all a blur. It captures Melody as it did Hitler. The Doctor arrives in evening clothes. He asks whom she killed. He uses a sonic cane to scan the Teselecta and learns Amy and Rory are inside it. Melody tries to flee, but is recaptured. The Doctor demands they leave her alone and asks who they are. The Teselecta explains that as a form of justice, they visit unpunished criminals at the ends of their lives and "give them hell", agonising pain, while the timeline continues. The Doctor asks who wants him dead and Amy persuades the captain to tell him. It says the Silence are behind the plot to kill him. They are a religious cult who believe "silence will fall" when the oldest question in the universe is asked. It does not know what the question is. The Teselecta resumes torturing Melody. The Doctor tells Amy to save her daughter. She uses the sonic screwdriver to turn off the crew's security clearances. The antibodies attack them and they teleport to safety. Amy uses a microphone to ask the Doctor for help. The antibodies are politely threatening Rory and her again. The Doctor struggles against his painful death. He crawls towards the TARDIS, shocking Melody that he still cares. The Doctor asks for her help, using her name, River. Melody demands to know who River is. Inside the Teselecta, Amy and Rory are cornered by the antibodies. They accept their doom. Suddenly, the TARDIS materialises around them. They begin to thank the Doctor. Instead, they find a shaken Melody at the console, saying she flew the TARDIS. It taught her how. They go to the Doctor, but he says there is no way for him to survive. He asks to speak to Melody. He asks her to find River Song, whispers something in her ear and dies. Melody asks who "River Song" is. Amy orders the Teselecta to show them. It shifts into the form of Melody's current incarnation. Melody learned that she is River Song. Amy and Rory ask Melody what the Doctor whispered in her ear. She does not answer this, but asks her parents if the Doctor is "worth it". They don't understand her question, but agree he is. Melody kisses the Doctor and gives up all her regenerations to save him. Melody wakes in the greatest hospital in the universe. The Doctor leaves her a TARDIS blue diary. They must leave her to find her own way back to them. In 5123, Melody, now calling herself River Song, applies to study at the Luna University. When asked why she wants a degree in archaeology, she says she is "looking for a good man". In an apartment block on Earth, a young boy called George is being put to bed by his mother, Claire, before she leaves for work; however, George is terrified of everything and reluctant to go to sleep. He makes his mother turn the lights on and off five times — a nightly ritual — and Claire encourages him to put what he's afraid of in his cupboard. When she leaves, George starts whispering, "Please save me from the monsters," over and over. Through the crack in the door, he listens to his mother and father, Alex, talking. Claire insists that George needs to see a doctor about his problems. George thinks about this and continues his chanting. Meanwhile, in the TARDIS — which is floating in space at the other end of the universe — Amy and Rory are enjoying a mug of some beverage as the Eleventh Doctor works the console. The Doctor abruptly spins around and pulls out the psychic paper, and reads George's plea from it. He then begins setting the TARDIS on a new course, saying he hasn't done something in a while. When questioned by Amy what he means, the Doctor says "a house call". The TARDIS materialises and Amy and Rory depart, being temporarily unimpressed with where they have ended up, expecting aliens and history. The Doctor says that it's like that most of the time, but they are not up to that today. Instead, they are answering a cry for help from the scariest place in the universe; a child's bedroom. The group splits up to search for George, each meeting a variety of characters, including the elderly Mrs Rossiter, the beefy landlord Jim Purcell, and a mother and her creepy twin daughters. All of the residents are suspicious of the strangers and slam the door in their faces. As they pass by George's window, Rory jokes that they should let the monsters he's scared of eat him, scaring George even more. The Doctor notices George looking out the window at Amy and Rory. Meeting his companions, the Doctor asks what they found; after they explain, he diverts them to a lower floor while he goes to George's apartment to help the boy alone. He knocks on the door and is greeted by Alex, who believes that he is a Child Services representative that Claire called. The Doctor confirms this easily given cover via his psychic paper. The Doctor speaks to Alex about George's fears, though Alex insists that George is "scared to death of everything." Alex and Claire have created a tradition with George — anything that scares him, they put in the cupboard. The Doctor meets George, who wonders if the Doctor has come to take him away. However, he dismisses this, saying he is only there to ask him about the monsters. Elsewhere, Amy and Rory have begun exploring their new environment. Rory changes his previous theory, suggesting that the TARDIS has malfunctioned and they have been transported to the 1700s; however, they later discover a lantern with an electric light bulb inside it, along with a wooden pan painted to look like it was made of copper. They are not in the past, but where are they? Back in the flat, per the Doctor's suggestion, they prepare to open George's cupboard, but Purcell arrives and starts badgering Alex about the rent money he owes. George watches from his room, obviously terrified of Purcell and his dog. The Doctor tries to comfort George by activating all of his electronic toys with the sonic screwdriver; once George has calmed down, the Doctor scans his cupboard for "monsters," and is clearly shocked and terrified by the sonic's readings, which are "off the charts." When Alex returns and reaches for the cupboard door, the Doctor frantically stops him and declares, "George's monsters are real." Elsewhere, Amy and Rory continue to explore the strange house in which they've landed, and become aware of a sinister giggling in a nearby closet. Their fears are temporarily allayed when they see the cupboard merely contains a human-sized wooden doll; however, when they leave the room to continue their exploring, the doll comes to life and begins to follow them. The Doctor begins making tea, but Alex stops him, outraged that the Doctor has apparently fed George's fears. However, the Doctor tells him he's the ultimate expert and that whatever is in the cupboard is so evil and powerful, it made George's fear break the barriers of time and space to reach him. Alex can only look dumbfounded by the Doctor's explanation — "You're not from Social Services are you?" Outside, Mrs Rossiter has taken out her trash, but sees something moving in the pile. Suspecting it may be George or another kid, she leans in to see who it is, but is "devoured" by the trash and ends up in the same house as Amy and Rory. Scared, she walks around, asking for help, unaware of someone other than Amy and Rory following her around. At the same time, the Doctor is looking through a photo album of Alex's family, enjoying a cup of tea; he notes that there is something wrong with the pictures that he can't quite figure out. However, he then wonders if they should open the cupboard. At first he thinks it's the best idea so they know what it is, but then thinks it's a bad idea as he has no idea how powerful or evil the monsters are. Alex agrees with him both times; the Doctor ultimately decides to open the cupboard. Elsewhere, Purcell is trying to find something to watch on television, but finds nothing he likes, telling his dog, Bernard, that they'll have to watch the same film again. Getting up from his chair, Purcell finds that his foot is stuck in the floor and is being sucked into it. Though he calls for help, Purcell is sucked in completely. Inside the flat, the Doctor opens the cupboard to find nothing but old clothes and toys inside it. This makes him puzzled because of the readings he got. He then realises that he is missing something. Picking up one of the photo albums, the Doctor realises that in a photo taken mere weeks before George's birth, Claire isn't nine months pregnant. Pressured by the Doctor, Alex shouts that Claire can't have children and becomes confused as to how he just remembered that; Alex goes on to explain that they tired all the IVF the could afford, but it never worked. Blank-faced, they turn to George. The Doctor asks George to tell him who he is. The toys start working on their own. The Doctor asks again, nicely, but the cupboard doors swing open and a bright light begins to suck Alex and the Doctor inside. Confused, the Doctor asks if George is doing this; he tries explaining that he can help. George watches, horrified while chanting, "Please save me from the monsters." Despite their attempts to try calming George, the Doctor and Alex are sucked into the cupboard with the door slamming. Elsewhere, Rory has begun panicking, but is quickly calmed by Amy. They run into Purcell, who begs them to keep "them" away from him. Much to their horror, they watch him be grabbed by a doll and turned into one. Amy tells Rory to panic now and they run into a room and block the door with a large spool of thread. Inside the cupboard, the Doctor realises that they are in George's dollhouse. Alex is reluctant to believe this and demands the Doctor tell him how he could forget Claire couldn't have kids. The Doctor explains it's because of a powerful perception filter, which changed the memories of them and everyone around them. They pass a mirror, which shows another doll; it begins following them. Back to Amy and Rory. They've decided to take control of the situation by surprising the dolls by letting them in. They open the door and run out. However, Amy is caught by a doll and, much to Rory's horror, becomes one of the dolls chasing him. All this while, the dolls sing a haunting rhyme. In the meantime, the Doctor and Alex have found a toy that flashes on and off the same amount of times as George wants his bedroom light to be. The Doctor deduces that the dollhouse is a psychic repository for all the things that George fears; even the sound of the lift has been put in there. Outside, the lift and the other things in the building have begun working on their own; George whimpers in fear. They are then surprised by the doll and use a pair of safety scissors to keep it at bay. As they flee, the Doctor realises George is a Tenza, an alien species that are like cuckoo birds; they find foster parents and adapt perfectly into what their parents want as their child. George instinctively sought out Claire and Alex because they could not have kids. However, something startled him and began this subconscious cycle of fear. The Doctor then begins shouting to George to make him aware that he is controlling everything that is happening in the dollhouse. However, George will not listen to him. Forced up the stairs, the Doctor is happy to see Rory, who is also being chased by dolls, and is horrified to see Amy has been turned into one. He then yells to George again, telling him he is the only one who can save them from being in a "living death" — being one of the dolls. George opens the cupboard. George appears in the dollhouse and the dolls stop focusing on the Doctor, Rory, and Alex. The Doctor congratulates George, but the dolls begin moving again, but this time towards George. This confuses the Doctor as he tries to get George to believe he can smash the world they're in. George is too scared to believe him. The Doctor then remembers George asking if he was going to take him away when he introduced himself. It was Alex and Claire's suggestion that George be sent somewhere for help that inspired George's fears; he misunderstood the suggestion as a rejection of him. The Doctor encourages Alex to tell George that he was wrong, and while Alex initially expresses some reluctance at accepting George as his son, when he sees the dolls surrounding him and hears George's cries, he pushes the dolls aside to protect him. Alex tearfully embraces George and promises to never send him away. All the dolls stop moving. The cupboard opens and brilliant light shines out. All who were taken into the dollhouse wake on Earth the next morning, returned to their human forms. Purcell is back in his flat with his dog; Mrs. Rossiter is lying in the trash bags. Amy and Rory exit the lift, with her very confused. When she attempts asking Rory about what happened, he just confirms it to avoid rehashing a terrible event like that. Back at the apartment, Claire returns home, astonished to find her son happy and well. Alex lies that the Doctor came from Social Services and is the reason for George being better. The Doctor prepares to leave, but Alex runs after him, wondering what he should do since George isn't human. The Doctor commends Alex for his actions and insists that George will grow up like a normal boy, and will become whatever his parents want him to be. However, he promises to visit around George's puberty as it's "always a funny time". The Doctor meets up with Amy and Rory and they return to the TARDIS, with the Doctor remembering that they previously requested aliens and history. Amy's mind is still having trouble focusing after her transformation into a doll and Rory says choosing a destination in the TARDIS is like having three wishes. The Doctor then gets an idea from this and goes on to explain it. As they set a course for their next destination, a nursery rhyme sounds: "Tick, tock, goes the clock, even for the Doctor," as the time and place of the Doctor's death appears onscreen. The Eleventh Doctor brings Amy and Rory to the resort planet of Apalapucia, one of the top holiday destinations in the universe. Though he promises views of "sunsets, spires, and soaring silver colonnades", they step out of the TARDIS to a clinically white room possessing only an exit door with two buttons, labelled "Green Anchor" and "Red Waterfall". While Amy steps back into the TARDIS to retrieve her mobile phone, the Doctor and Rory use the door — pressing the "Green Anchor" button — and enter another room, which holds a table on which rests a large magnifying glass. When Amy steps back into the corridor, she also uses the door — pressing the "Red Waterfall" button — and finds herself in a similar-looking room, though Rory and the Doctor are not present. The Doctor activates the time glass and sees Amy. A Handbot enters the room, though, and welcomes the Doctor and Rory to the Two Streams Facility, a "kindness facility" for victims of Chen-7, the so-called "one-day plague" which affects two-hearted races — including native Apalapucians and Time Lords. As the Doctor and Rory are held at bay by the robot, Amy appears to fast-forward within the glass; when the Doctor finally stabilizes it, she angrily informs him that it has been a week since they last spoke. From this, the Doctor is able to deduce that Amy has wound up in a faster time stream which they cannot access; their only means of communicating with her is through the glass. The Handbot informs them that the other time streams are synced for visits, so those not affected by the Chen-7 virus are able to watch the entire lives of their quarantined loved ones, as opposed to being limited to the viewing of one day on a deathbed. This is meant as a kindness for the patient and loved ones, as the virus that kills in a day instead takes several years to kill. When Rory exits the Green Anchor room and steps into the Red Waterfall room to find Amy, she is not there. The Doctor removes the magnifying glass from the table, but accidentally activates an alarm in the process. He orders Amy to go into the facility and seek a hiding place where she might wait for him to find her. Before he leaves, he warns her to not let the Handbots administer any medicine to her, because she possesses only one heart, and is immune to Chen-7. The Handbots' "kindness" is medicine meant for a different species and will kill her. Before departing, Amy asks Rory to save her. The Doctor and Rory return to the TARDIS, where the Doctor uses the magnifying glass to lock onto Amy's time stream. Because the Doctor is at risk of becoming infected with Chen-7, he cannot go into the facility; therefore, he sends Rory in his place, though they are in constant communication through a pair of glasses wired with a camera. The Doctor insists that it is very difficult to break through a time wall, but sends the TARDIS off on course regardless. Meanwhile, Amy has arrived in the Two Streams lobby, where she is met by a holographic receptionist informing her of all the "entertainment zones" within the facility that she now has access to as a resident. She is also introduced to the Interface, who claims to be Amy's guide within the facility. As Amy strolls along a promenade looking for somewhere to hide and wait for the Doctor, she is met by a series of Handbots, all of whom attempt to inject her with "kindness". She seeks shelter from the pursuing Handbots within a vent system in a maintenance room. The smoke from the vent prevents the Handbots from detecting her, and she manages to escape. She arrives in another white room with a console in the centre and empty doorways surrounding it. This is the gate, and the console buttons control various doorways which lead to the entertainment zones. Amy chooses a majestic garden, which the Interface informs her is the perfect replica of Shill Governor's mansion on Shallana. Amy asks the Interface about the vent system she hid in earlier. The vent channels the exhaust fumes from the temporal enginess, which hold the multiple time streams in place. Amy deduces from this that the engines interfere with the Handbots' sensors, and wonders where the temporal engines are located. The Interface points her in the right direction, and, as Amy prepares to leave in search of them, two Handbots materialise around her. Utilising the sleep sensors on their hands, she presses them together, deactivating both and escaping once more. Arriving at the temporal engines room, Amy scrawls a message for the Doctor and Rory on the door: "Doctor, I'm waiting." Meanwhile, Rory and the Doctor have landed in Amy's time stream, and Rory is exploring the art gallery when he is confronted by a warrior wearing makeshift armour — made from a dismantled Handbot — and bearing a katana. The warrior lunges at him with the sword raised. With Rory cornered, it whispers that it waited for him. As it steps away, it removes the helmet shielding its face to reveal that it is, in fact, Amy — though she is much older than before. The Doctor, who is able to see Amy through Rory's glasses, realises that he landed the TARDIS much later in Amy's time stream than he had initially anticipated. Amy takes out a Handbot that has snuck up behind Rory, rewiring its black box with her "sonic probe" — which she has constructed during her time in the facility — to shield her presence from the other Handbots. Rory questions why Amy is still in the facility when she is clearly much older, and she bitterly replies that it's because they didn't save her as they'd promised. She has been living in the facility for thirty-six years, and during that time, she has come to hate the Doctor more than she's ever hated anyone in her life. Amy leaves the room, closely followed by Rory, who suggests that they could return the TARDIS to the right time stream and stop Amy's wait from happening; however, the Doctor admits that this is Amy's time stream, so they can't leave. They return to the temporal engines room to find a Handbot that Amy has literally disarmed and named Rory; it is her sole companion, though she refers to it as a pet. She continues to berate the Doctor, claiming that all she had for thirty-six years was cold hard reality, and her life is hell. The Doctor asks to speak to the Interface, insisting that he will put everything right. Since the Interface cannot be activated inside the engine room, Amy takes Rory to the garden. The Interface shows the Doctor where the regulator valve is held, and the Doctor asks Rory to speak to Amy so they can run over "technical specifications". With the information he gets from her, the Doctor realises that he can set the time streams right by using the temporal engines to fold the two points of Amy's timeline together. However, Amy angrily rejects this plan to save her past self. They return to the temporal engines room, with the Doctor pleading for Amy to agree to the plan. She continues to resist, knowing that helping her past self will mean the past thirty-six years of her life never happened and she would cease to exist. Instead, she asks for the Doctor and Rory to take her with them, leaving the younger Amy behind to live out the next thirty-six years in solitude. Rory, who is angry at the Doctor for causing so much trouble, angrily throws the glasses to the ground; the feedback on them allows the Doctor to hear the present Amy crying in her own point on the timeline within the engine room. Rory uses the time glass to view the younger Amy, and forces the older Amy to confront her own past. As the older Amy and her past self communicate, the older Amy bitterly begins to remember the real reason she was never rescued: it wasn't because Rory and the Doctor left her behind, but because her future self refused to help them when it mattered. The two Amys begin to discuss Rory and how he's always been in love with her — going so far as to pretend to be in a rock band when they were in school — and how she needs to be saved for Rory. After this conversation, the older Amy informs Rory that she is going to "pull time apart" for him, but that she will only help if the Doctor agrees to let her travel in the TARDIS alongside her past self. The Doctor reluctantly admits that the TARDIS could sustain the paradox. Through a hijacking of the regulator valves and by insisting that both Amys concentrate on a powerful memory — which turns out to be their first kiss with Rory while dancing the Macarena — the Doctor is able to pull the younger Amy into her future self's point in the time stream. They set off through the facility for the room where the Doctor waits in the TARDIS; however, because of the massive paradox, the TARDIS is malfunctioning. As a result, the group only has eight minutes to get back to it. The older Amy bothers the younger Amy by flirting with Rory. Once the group reaches the art gallery, they find themselves surrounded by Handbots, which the older Amy agrees to fight off while Rory and her past self run ahead to the TARDIS. However, the younger Amy is put to sleep by one of the Handbots, and although Rory quickly deactivates it by smashing a painting over its head, she remains unconscious, and he must carry her to the TARDIS. Inside, the Doctor insists that she's just been given a sedative and that she will be fine. Rushing back to the doors, the Doctor spots the older Amy, who begins running towards him. As he shouts that he's sorry, he closes the door, trapping her outside. Rory protests, but the Doctor explains that he lied earlier. There can never be two Amys in the TARDIS, so Rory must choose which Amy he wants to bring along. Through the door, the older Amy tells Rory that, if he loves her, he shouldn't let her in. Seeing Rory carry the younger Amy to the TARDIS made her realise just how much he truly loves her, and that she'd forgotten how much she loved "being Amy Pond in the TARDIS with Rory Williams." Rory re-locks the door, apologising to her. He is clearly devastated. The older Amy turns away from the TARDIS to see that she has been surrounded by an army of Handbots, all of whom tell her not to be alarmed because "this is a kindness." She calls for the Interface resignedly, and asks to see Earth. When the hologram appears, she asks the Interface if she ever told her about a boy she met there, "who pretended to be in a band." The Handbots step through the hologram, dissolving it, and put Amy to sleep by touching her neck. They subsequently inject her with their deadly medicine. Rory and the Doctor sit in the TARDIS, waiting for Amy to wake up. Rory questions whether or not the Doctor always knew that saving both Amys wasn't possible, but he dodges answering, insisting that he promised to save her and he did. Rory accepts this. When Amy awakes, she asks after her older self. The Doctor can offer only a grave look, before leaving. A young policewoman, Lucy Hayward, roams the corridors of what appears to be a 1980s Earth hotel. Each room in the hotel possesses the manifestation of a fear, and each person who comes to the hotel must find his room — after which, he begins to "praise him". Lucy is the last of her companions. Lucy's room contains a giant gorilla that she once saw in a book when she was younger; screaming, she backs out of the room. Somewhere in the hotel, a creature awakens. As Lucy continues to write about her fear, she begins to "praise him", and stands in peace as she welcomes the creature to kill her. Sometime later, the TARDIS lands in the same hotel. Once more, the TARDIS hasn't taken the Doctor where he wants to go, which in this case is the planet Ravenscala. The Eleventh Doctor is fascinated by their surroundings since, as he informs Amy and Rory, the hotel is not really a hotel at all, but something that someone has made to look like a hotel. There are pictures on the walls of various humans and aliens, each bearing their names and fears. They are suddenly confronted by two Earth humans — Rita, a nurse, Howie, a computer geek — and Gibbis, a cowardly, mole-like alien from the planet Tivoli. Rita carefully inspects the TARDIS trio, deducing that because their pupils are dilated, they have no idea what is going on either. The Doctor is immediately impressed by her cleverness and jokes to Amy that Rita will be replacing her as his companion. Rita explains to the Doctor and his companions that each room in the hotel contains "bad dreams", with Howie adding that the walls twist and move so that you never know where you're going or where you'll end up. This is confirmed when the Doctor tries to take everyone back to the TARDIS only to find that it has disappeared. When the Doctor asks Rita if there are any more people inside the hotel, Rita mentions Joe, who's a bit "tied up". When the Doctor asks what is keeping Joe occupied, Rita retorts, "No, I mean he's tied up." Rita, Howie, and Gibbis bring the Doctor and his companions to Joe's room, which is full of ventriloquist dummies. Joe has been tied up by the others inside the room because of his mental instability. Joe informs the Doctor that he is going to die in the hotel; the Doctor jokes, "They certainly didn't mention that in the brochure!" Trying to get through to Joe, believing him to be possessed by an external force, the Doctor learns that "he" is going to feast. He also warns the Doctor that the same thing will happen to him, but that he must first find his room — because there is a room in the hotel for everyone. Rather than leave Joe behind, the Doctor has his chair tied up to a cart so they can wheel him around the hotel while they search for the TARDIS or an exit. He warns the entire group to stay with someone else at all times, and avoid being drawn to a particular room. As the group begins searching the hotel, each person begins throwing out his own theories as to what is happening and how they should act on it. Rory is powerless to keep Howie from finding his room, which contains a group of twenty-something girls who mock him for being nerdy and for his stutter. Howie begins to "praise him". Further up the hallway, Amy discovers pages of Lucy Hayward's diary, which the young woman dropped as the beast killed her. She doesn't have time to show the Doctor, however, as the beast can be heard approaching to kill Joe. Rory locates a fire exit, but it goes unseen by everyone else as they scatter into various rooms to hide from the predator. Rita inadvertently enters her own room with Joe to find her father lecturing her about her grades. She also begins to "praise him". Rory, Amy, Gibbis, Howie, and the Doctor enter another room containing two Weeping Angels. Amy warns the others not to blink, but the Doctor quickly ascertains that the Angels are not real. He encourages her to set aside her fear, but Rory notes Gibbis' reaction — he hides in a closet — and suggests that maybe the Weeping Angels are not for any of them. The Doctor checks the corridor through the peephole, and finally gets a good view of their enemy: it's a Minotaur. In Rita's room, the rope that is binding Joe to his chair comes loose and untied on its own, possibly through some sort of telekinetic energy. Joe runs into the corridor, smiling madly as he asks the Minotaur to come to him. It overpowers him and drags him away, though they are both chased by the Doctor. The Doctor is separated from Joe and the Minotaur in the winding labyrinth of corridors, but later stumbles across Joe's body. The Doctor tries to revive him, but finds that it's no use. The group returns to the hotel banquet hall with Joe's body, which the Doctor examines. Amy tries to comfort Gibbis by mentioning that she's met the Weeping Angels and thought the room was for her; however, she knows that the Doctor will find a way out of the mess they're in because he's never let her down, not even when she was a child and she thought he'd left her behind. Gibbis smugly mentions that since the Weeping Angels were for him, her room must still be somewhere in the hotel. The thought unnerves her. The Doctor tells Rita that there is no medical explanation for Joe's death — his organs simply stopped, as though all of his faiths and fears were taken from him. Rita confesses that she believes the hotel is Jahannam, the Muslims' idea of hell. She is, however, completely unfazed by this and by the revelation that Gibbis is an alien. The Doctor tries to assure Rita that her theory is incorrect and that she is still alive, but to no avail. Amy recalls Lucy's diary pages and presents them to the Doctor, who reads them as Howie begins to praise the Minotaur. "Praise him." The Minotaur in question awakens at the words. The Doctor promises not to leave Howie, who is afraid of being eaten, though Gibbis angers him by suggesting that perhaps the Minotaur would leave the rest of the group alone if they were to sacrifice Howie to him. Rita nobly offers to stay with Howie, but the Doctor rejects this and berates Gibbis, insisting that "no one else will die today." Theorising that the beast feeds on fear, the Doctor tells the others that they must do whatever they can to fight the fear off, and to dig deep, to find and embrace their faith. As Amy wonders what their next move is, the Doctor slyly explains that they're going to catch the monster. Using a speaker through which Howie's voice is projected, the Doctor lures the Minotaur into the hotel spa, as Amy, Rita, and Rory lock the doors from the outside to trap it. The Doctor begins speaking to the Minotaur, who claims that the "warden" takes people and places them in the hotel, which houses "tailored-made hell" for each of its victims. Once confronted by their fear, the victims begin worshipping it. The Minotaur explains that it has lived for so long that it has forgotten its own name. As victims just keep on showing up and its instincts are too hard to resist, the creature has lived a long, miserable life, now consisting purely of instinct and routine. He wishes to end it, and at last get some peace. Meanwhile, Gibbis keeps watch over Howie in the reception area, but Howie taunts Gibbis into releasing him. He freely roams the hotel, drawing the Minotaur — which escapes the spa by knocking Rory out — to him. The Doctor goes off in pursuit. Amy and Rita stay behind to look after Rory, but Amy finds herself drawn to Room 7 and opens the door. Rita is not quick enough to stop her from seeing what lies inside. Meanwhile, the Doctor locates Howie's body; the others arrive shortly after, with Gibbis claiming that Howie got free and overpowered him. The Doctor gives him an angered look of disapproval. Gibbis, guilty, chases after the group in hopes of forgiveness. Later, Rory finds the Doctor admiring Howie's picture, which has been added to the wall alongside the others. Rory admits that he hasn't found his door yet, which the Doctor takes to mean that Rory isn't afraid of anything — something that Rory confirms, saying, "After all the time I spent with you in the TARDIS, what was left to be scared of?" The Doctor sadly notes that Rory spoke in the past tense. Later, they lay Howie's body out in the banquet hall next to Joe's. The Doctor meets Rita on the stairwell and informs her that he is close to getting them out of the hotel. When Rita wonders why the Doctor has made it his responsibility to save them — noting that he has quite a "God complex" — the Doctor sadly looks down to Amy, obviously guilty for bring her and Rory to a place where they are in danger. He invites Rita to travel with him once they escape the hotel and leaves her, but after he departs, she begins to "praise him" and goes off on her own. While the Doctor searches for the hotel security room, he stumbles across his own door, Room 11, and is hardly surprised by what he sees inside. Although it is not directly shown, its reflection glints in the corners of his eyes: a familiar white light. Unlike the others, who heard voices telling them to praise the Minotaur, the Doctor's will proves stronger, allowing him to not fall victim. He appears well aware that this was going to be the fear inside his room all along, and maintains his composure. The Doctor stares at it hauntingly- this fear has troubled him for so long he knows he will confront it again once and for all. He addresses it grimly, "Of course. Who else?" The Doctor quietly shuts the door to his room and tacks a "DO NOT DISTURB" sign on the knob. Rita continues wandering the hotel; when the Doctor finally locates the security room, he spots her on the footage and questions what she's doing. He uses one of the room phones to contact her, realising that she has begun to "praise him" and is now trying to keep everyone safe. Knowing that the Doctor cannot rescue her no matter what, she asks to die in private because she wants him to remember her the way she was — before she was robbed of her faith. As the Minotaur rounds the corner towards her, she hangs up on the Doctor, who heeds her last request and shuts off the security camera just as she is about to be killed. The Doctor, devastated by Rita's death, destroys the hotel lobby in anger while the others listen. He begins to revise his theory, knowing that Rita wasn't afraid of her death and therefore the beast could not possibly feed on fear. Gibbis berates the Doctor for continuing to promise action without result; when Amy jumps to his defence, the Doctor realises the truth. The Minotaur feeds on faith, not fear. Howie believed in conspiracies, Rita was a devout Muslim, Joe was a gambler who believed in luck, and Gibbis believes in the continued presence of invaders who will tell him what to do. The Doctor has inadvertently helped the Minotaur to thrive by insisting that his companions reject their fear and fall back on their faith, which the Minotaur then takes and converts into a consumable form. He tells a confused Rory that the TARDIS was pulled to the hotel — which is, in fact, an alien prison — because of Amy's faith in the Doctor. Amy suddenly begins to "praise him". The group flees through the hotel as the Minotaur approaches to take Amy, and find themselves hiding in her room. The Doctor is astonished to see that Amy's fear is a vision of her seven-year-old self waiting for a Doctor that she believes will never return for her. Amy begins to feel the Minotaur changing her, and the Doctor suddenly insists that he can't save her. He laments having stolen her childhood and leading her to her death, which he claims to have always known would happen because it always does. Requesting that she forget her faith in him, he insists that he really is "just a madman with a box" as he'd told her all those years before, and that it's time to see each other as they really are. Calling her Amy Williams, he tells her that it's time for her to stop waiting and grow up. Though the Minotaur has broken into the room, it weakens as Amy's faith in the Doctor is dismantled. The hotel disguise dissolves around them, revealing an automated alien prison cell. The prison floats through space, kidnapping people with belief systems so that their faith may be converted into food for the creature. Amy reminds the Doctor that because the hotel showed him a door, he must believe in something, though he neglects to tell her what this is. The dying Minotaur passes a message to the Doctor, expressing his pity for "an ancient creature drenched in the blood of the innocent", because "for such a creature, death would be a gift." The Doctor believes the Minotaur is referring to itself, but with its dying breath, the Minotaur suggests that it was referring to the Doctor. It subsequently dies, and the group prepares to leave in the TARDIS. After dropping Gibbis off, the TARDIS materialises in a neighbourhood in 21st century London. Stepping outside, the Doctor presents Amy and Rory with keys to one of the houses in the row. While Rory steps inside to fetch champagne, Amy speaks to the Doctor privately, as she knows that he is leaving them behind. When she questions why, the Doctor explains that it's because she's still breathing; he doesn't want to wait until she's dead and he's left standing over their graves. After a tearful goodbye, the Doctor departs. Rory returns in time to see the TARDIS dematerialising, and wonders where the Doctor's gone. Amy merely replies that he is saving them. Amy looks out of her bedroom window at the sky. At the same time, an equally sad Doctor looks around his now vacant time machine as he heads off to travel alone. At a Sanderson & Grainger store in Colchester, two saleswomen ring up the final customers of the night. When one of the saleswomen, Kelly, laments being late for her date, the other, Shona, offers to cash up and clean out the changing rooms for her. The lights in the department store flicker ominously as Kelly leaves. Shona is left annoyed by the clothing and lingerie scattered in the changing room; Kelly had better be thankful she's doing this for her. Shona begins picking up the clothes, noticing someone still using the stall at the far end. After repeatedly warning that the store is closing, she pulls back the curtain and screams in terror; a Cyberman faces her. At the same time, Sophie prepares to leave for a weekend holiday. She expresses unease at leaving Craig in charge of the house; however, Craig tells her that she needs this time to rest, as she is completely frazzled. Sophie tells him nervously that their respective parents, and "innocent people" may call to check up on him. She leaves and Craig begins calling everyone Sophie phoned to check up on him, telling them that he can handle things on his own. He then hears someone knocking on the door; thinking Sophie came back (like usual when she forgets something), Craig opens the door, saying he is coping on his own. In a humorous sense of deja vu, the Doctor is the one at the door instead of Sophie. With a smile, the Doctor says "Hello, Craig, I'm back!" Craig is left dumbfounded by the Doctor's appearance, asking how could Sophie get ahold of him. The Doctor claims he's just popped around to say hello, making a house call is something he's never done before. He comments that Craig "redecorated", saying he doesn't like it; Craig laughs, telling the Doctor that he lives in a house now. Since they've exchanged pleasantries, the Doctor turns to leave, but notices the porch light flickering. His suspicions raised, he forces himself into the house. The Doctor begins scanning the house with the sonic screwdriver, noting that there are increased amounts of sulpher emissions and that the stairs are a mess. Craig tries to silence the Doctor, who ignores him upon noticing the sonic picked up a life signal. The Doctor rushes upstairs and swings up a door, demanding the occupant leave the planet; however, he discovers a crying baby — it is Alfie, Craig and Sophie's son. The Doctor sits in the kitchen, watching as Craig tries to calm the crying Alfie; the Doctor's blunder woke Alfie. Craig admits he can't cope on his own; Alfie cries all the time. Craig even wonders if babies have "off switches"; the Doctor quips "human beings? No; believe me, I checked." The Doctor remedies the problem by shushing Alfie, who immediately quiets. Craig continues to request parenting hints, so the Doctor — who speaks baby — informs him that Alfie prefers to be called Stormageddon, Dark Lord of All; that he refers to Sophie as "Mum;" Craig as "not-Mum"; the Doctor as "also not Mum"; and everyone else as "peasants." Craig wonders why the Doctor has come, refusing to believe that he's merely making a social call; the Doctor explains he thought he try one out, since he never has. Craig explains that he checked the upstairs when they moved into their new house, and his next-door neighbours on both sides are humans; he then jokingly asks if aliens are in his fridge. The Doctor, however, is merely on a bit of a farewell tour and Craig is his last stop. Nevertheless, as they converse, he is troubled by a story in the newspaper. Craig comments that the Doctor has his "noticing face" on, which he has nightmares about (due to the Doctor telepathically sharing some memories with him in their last meeting). The Doctor insists he is not noticing anything, and even if he did, would not get involved this time. The Doctor departs with another goodbye, preparing to go see the Alignment of Exodor — which is locked in a Time stasis field, preventing him from making more than one attempt at seeing it. As he returns to the TARDIS, he continues to notice the flickering lights and taking scans with the sonic, but again tells himself that he will not get involved and is leaving. The next day, the Doctor has started a job at Sanderson & Grainger's toy department. He demonstrates a toy helicopter to excited children, explaining that while nearly 50 Pounds is a lot to pay for it, it's their parents' cash, which would be wasted on boring things like "lamps and vegetables." Craig arrives with Alfie, and is accidentally hit by the helicopter; the Doctor greets Craig before sending his crowd away. Craig asks why the Doctor is still around; the Doctor explains that he impulsively decided to get a job. The Doctor is happy to have been given a nametag, as he does tend to forget his name. Craig accidentally kicks a toy dog, which the Doctor picks up; he reminisces about robot dogs, claiming they're not as fun as he remembers. Bidding them farewell, the Doctor places the toy on the ground as he notices a small robotic gadget whiz around the shop. He quickly begins inspecting the area it went past. Craig persists with the idea that the Doctor is in town to investigate something. The Doctor finally relents, explaining that recent disappearances of people have coincided with power fluctuations; Craig is left confused as the incidents haven't been in the news. The Doctor shows Craig a newspaper, explaining the public's attention is more focused on Britain's Got Talent; the disappearances are listed on other pages, therefore nobody sees the pattern. He escorts Craig and Alfie out of the store into a broken lift, which he repairs with the sonic screwdriver. Boarding the lift with them, the Doctor explains that someone has been using a teleport relay inside the shop and that the CCTV footage has been wiped, preventing any evidence. Suddenly, the elevator appears to dissolve around them. Craig is not immediately aware of it, thinking it another power issue. The Doctor, however, can see that they have stumbled upon the aforementioned teleport and are now onboard an alien spaceship. He tries to distract Craig by claiming to love him, but Craig turns and notices the ship just as a Cyberman approaches. The Doctor quickly explains that he doesn't actually love Craig, except as a friend, quickly reversing the teleporter and returning them to the lift. Explaining what a Cyberman is, the Doctor goes outside with Craig and attempts to scan space for a Cyber-ship; there is no positive result. The Doctor orders Craig to take Alfie and leave Colchester, but Craig knows the safest place for him and his son is next to the Doctor. Flattered by Craig's trust in him, the Doctor allows him to stay and help investigate. He tells Craig to look around, notice everything and ask questions. He suggests that people will be more open to him because he has a baby; this is why the Doctor usually brings a human companion with him, he says. They separate to cover more ground. The Doctor talks with Val, a chatty perfume saleswoman, who has mistaken him and Craig for romantic partners. Getting their wires crossed, the Doctor thinks she means the word in the professional sense, wondering if "partner" is a better word than "companion". Equally off the same page, Val says the wording is old fashioned,; there's no need to be indirect these days. Val then goes on to talk about an irrelevant scandal going on with two other employees. Seeing that he's getting no where, the Doctor decides to leave and ask someone else. As he leaves, Val mentions a silver rat with glowing red eyes; this prompts him to turn around in shock, as he saw it as well. She takes him to the toy department, explaining that she wanted the "silver rat" for her nephew, but the stock room says they don't have such a thing; she's not considered the possibility that it could have been brought in by a child from a different store. The Doctor, with a net to capture the suspicious "toy", sourly says, "I bet they do." In the meantime, Craig is less successful, poorly choosing lingerie as his investigation spot. His attempts to talk to Kelly, due to trying to act cool, are misconstrued as harassment and he accidentally knocks over a lingerie display while trying to escape the wrath of George, the burly security guard. He compliments George's uniform to try pacifying him, but is unsuccessful. At the same time, the Doctor hears the commotion and runs over to help. He is warmly greeted by Kelly and George. He introduces them to Craig, ending the tension (they trust a friend of the Doctor); the Doctor compliments George's uniform, but, unlike Craig, is thanked. Kelly mentions Shona didn't turn up for work, complaining about having to work harder to cover for her. The Doctor suspects Shona has gone missing as well. The two men look through the changing rooms where Shona was last seen. Craig is furious; following the Doctor's orders humiliated him in front of his son. The Doctor tells Craig that Alfie thinks he should believe in himself more. He uses the sonic to scan the changing room and deduces that a Cyberman took Shona the night before. The "silver rat" that Val saw is a Cybermat, an infiltrator that's been responsible for the electrical fluctuations; it's harvesting power. The Doctor doesn't understand why the Cybermen would target a shop as opposed to a nuclear power station. To answer his questions, the Doctor decides to capture the Cybermat. Increasingly distressed by these recent events, Craig wonders why aliens only turn up in Colchester when the Doctor is around. The Doctor claims that it's merely coincidence, which is "what the universe does for fun". As Craig goes to change Alfie, the Doctor then notices Amy and Rory walking in his direction from across the shop, unaware of his presence. A little girl named Allie stops Amy and asks for her autograph. As the Doctor hides so they don't see him, he notices Amy's photo on an ad for perfume called "Petrichor," for "the girl who's tired of waiting." The Doctor can only smile and think of the irony in the tagline. That night, the Doctor and Craig remain in the store after it closes and wait for the Cybermat. Craig laments telling everyone that he didn't need their help as leaving Alfie with a babysitter would be safer; Alfie wishes it would be a hot one. Because Alfie wants to be attached to Craig, the Doctor gives them a papose. The Doctor captures the Cybermat easily enough. Meanwhile, in the basement, George is inspecting the fuse boxes when he is attacked by a Cyberman. The Doctor and Craig hear his screaming. The Doctor immediately rushes to his aid, but is knocked out by one of the Cybermen. On regaining consciousness, the Doctor finds Craig looking over him. The Cyberman did not kill him, because it was weak and made of spare parts. He expresses confusion as to how the Cybermen have travelled there, given that he shut down the teleport relay and it should've taken them days to repair it. They return to Craig's house. As the Doctor examines the Cybermat, Craig tells him he's going to get more milk, leaving the Doctor in charge of Alfie. Alfie begins crying as soon as Craig leaves and the Doctor leaves the Cybermat unattended to go comfort him. The Doctor tells Alfie to save his tears for later as there's a spiritual emptiness of adulthood waiting for him; however, the Doctor realises it's his old age talking, going on to say that he gave everything 110%. The Cybermat, which has reactivated itself, sneaks up behind the Doctor. He is able to stun it with the sonic and escapes outside with Alfie. However, as he moves to go back into the house, he realises that the door has locked behind him and he has dropped his sonic screwdriver inside. Craig returns home, not realising the danger, and is attacked by the Cybermat. The Doctor hears Craig's cries for help, crashes through the back window and rescues him. Trying several times to hold down their adversary, the Doctor has Craig pin the Cybermat under a baking tray while he fries its memory with the sonic to make it benign. Later, as the Doctor reprograms the Cybermat, Craig wonders about its presence. The Doctor doesn't understand why the Cyber-ship needs so much power and why the conversions of the missing people are incomplete. He continues to feel guilt for letting Craig stay to help him, referring to himself as a selfish man who puts people in danger. Craig reminds the Doctor that, if not for him, the entire planet would be in ruin, leading the Doctor to tell him sadly that he will not be around for much longer — his time is running out and he is set to die tomorrow. However, when he turns back, Craig and Alfie have fallen asleep and apparently not heard a word he's said. He only smiles sadly. The next morning, the Doctor returns with "Bitey" the Cybermat to the shop. When Craig wakes, he finds a message from the Doctor that he's gone to stop the Cybermen. Sophie calls and leaves a message, saying she will be home soon. Craig readies himself and Alfie to go help the Doctor because, as Craig explains to Alfie, he wouldn't have him or Sophie if not for the Doctor. The Doctor always needs someone to help; he just can't admit it. At the department store, the Doctor deduces that secondary transport must exist. He runs into Val, barely paying attention to her. She says that he's found the silver rat; the Doctor retorts "But where are the silver men?" Continuing his search, he finds a passageway behind the mirror in the changing room where Shona was taken. He follows it down to a crashed Cyber Ship. While he investigates the control room, he is confronted by one of the Cybermen. The Doctor explains what happened. The Cyber-ship crashed centuries earlier with a single, dormant survivor. The town council began laying cables. The Cybermat activated and tunnelled to the surface to salvage power for the ship's systems. The Cyberman announces they will reemerge when they are ready and convert the planet; six Cybermen are sufficient. The Doctor offers them a choice: deactivate willingly or be deactivated by force. As he prepares to make good on this threat, a second Cyberman appears and holds him in place. At the same time, Craig arrives in the shop and leaves Alfie with Val, warning her not to follow him; unfortunately, she misunderstands the reason entirely. He finds the entrance the Doctor used and searches for something he can use as a weapon; seeing a price gun, Craig reasons that the Cybermen won't know what it is and he can bluff. In the ship, the first Cyberman claims the Doctor will be their new leader, the second recognises that his binary vascular system makes him incompatible. Instead, they will use him for parts and discard what they don't need. Craig appears and threatens the Cybermen with his price gun. The Doctor orders Craig to leave. One of the Cybermen recognises Craig's compatibility and declares him their new leader. They begin preparing him for conversion, despite his protests, explaining that they take Craig's fear from him. The Doctor pleads with Craig to think of Alfie and finally declares that he is going to die tomorrow but he doesn't mind that, if Craig can "prove him right." However, Craig is unable to escape or resist. The Doctor can only watch as the Cyber-armour assimilates Craig entirely. Above, Alfie seems to sense the danger Craig is in and begins to cry. This sound is picked up on the Cyber-ship and heard by all onboard. As the Cybermen declare that Craig's conversion is complete, something changes. Craig's emotional systems begin to reboot themselves after hearing his child crying. His face plate splits down the middle, springing open to reveal Craig. He fights his way out of the armour to get to Alfie. The Doctor realises Craig's rejection of the conversion triggered a feedback loop. The Cybermen begin to feel everything they cut out of themselves. This will lead to a very big explosion. As they realise that the way they came in is cut off, the Doctor remembers the teleport and fuses it back together. As they dematerialise, the Cyber-ship explodes. In the shop above, the lift doors open and Craig runs out, calling for Alfie. The Doctor informs Craig that Alfie has given him a "ten out of ten." Craig boasts about blowing the Cyber-ship up with love. The Doctor begins to explain the exact process in its technical terms, but ultimately concedes that Craig indeed blew it up with love. Later, as Craig converses with Val — who has wrongly concluded that Craig and the Doctor are a couple — he realises that the Doctor has disappeared. He returns home to find the house spotless and the Doctor preparing to leave; the Doctor has made the place spotless. The Doctor reveals that Alfie prefers the name Alfie now and is calling Craig "Dad" instead of "not Mum." Craig realises that something is wrong and offers to help the Doctor in any way he can, but the Doctor is certain that no one can help him. He asks only if Sophie will mind if he helps himself to some of her TARDIS blue envelopes. Hearing he is going to America, Craig also gives the Doctor a Stetson before leaving. Sophie returns home (having lost her keys again) to find the house spotless. Although Craig insists that nothing happened all weekend, Sophie is astonished as Alfie happily calls out the word "Doctor who". She then questions Craig again, now very sure that something had happened while she was away. The Doctor returns to the TARDIS, passing a trio of school children playing in the street. They stop their game and stare at him in wonder. He introduces himself, telling them that he was there to help and they're very, very welcome. At the Luna University in the 52nd century, River Song reads accounts from these children of the Doctor's last days. She opens her diary to a page that contains only the date and time of his death. Madame Kovarian steps out of the shadows chanting a mysterious nursery rhyme that she claims has to do with the Doctor. When River awakes, she finds herself submerged below the surface of Lake Silencio in the Apollo astronaut's suit — awaiting the Doctor. The War of the Roses enters its second year as London picnickers are warned not to feed the pterodactyls and Charles Dickens is interviewed on television about his new Christmas ghost special. Holy Roman Emperor Winston Churchill returns to Buckingham Senate on his personal mammoth. Churchill complains about his conference with Cleopatra in Gaul, saying that she's an excellent dancer, but not very likeable. He asks his Silurian physician, Malokeh, for the time; it's 5:02 PM on 22 April 2011. He finds this troubling, despite being reminded it has always been the same date. He orders that his soothsayer be dragged from the Tower. Upon the soothsayer's arrival, Churchill reminds him about his constant rambling about how something has happened to time. He asks to be told in simple terms what happened. Slowly, the soothsayer looks up, revealing himself as the Eleventh Doctor, who tells him why: "A woman." In a flashback, the Doctor walks up to a figure from the shadows in a dark, damaged room with a fire burning in a corner. Speaking at a fizzling monitor, he addresses it with cold tranquility: "Imagine you were dying. Imagine you were afraid and a long way from home and in terrible pain. Just when you thought it couldn't get worse, you looked up and saw the face of the devil himself Hello, Dalek." It's revealed that Dalek Supreme is damaged beyond repair; the Doctor takes it apart, scanning its memory banks for any information regarding the Silence. The Doctor next arrives at a bar, asking the barman for a Father Gideon Vandaleur. The barman doesn't give a straight answer, until the Doctor brandishes the eyestalk of the same Dalek he dismantled. Vandaleur meets with the Doctor as he reads Knitting for Girls, but the Doctor knows the envoy has been dead for 6 months. The Doctor zaps him with the sonic, revealing Gideon as the Teselecta in disguise. He stares into the eyes of the vehicle and asks to speak with the captain. The Doctor knows they've been spying on the Silence; he wants to find their weakest link. With the Teselecta's information, the Doctor tracks down Gantok. He challenges Gantok to a game of live chess, an illegal game that has electricity run through the pieces that increases with each move. The Doctor corners Gantok, with the queen being his only legal move; however, the voltage is too much, even with the protective glove he wears. Gantok asks the Doctor to concede in exchange for a favour; though fearful of retribution from the Silence, Gantok agrees to take the Doctor to Dorium Maldovar, who can answer the Doctor's questions. Gantok brings the Doctor to the Seventh Transept, where the Headless Monks keep their heads. The richest have their heads preserved in boxes, which shocks the Doctor upon finding Dorium's, which sneezes. Gantok then tries to kill the Doctor in revenge for being beaten at chess; however, he falls into a trapdoor that drops him into a pile a ravenous skulls. The screams awake Dorium, who jokes about his condition. The Doctor asks about the Silence, and why he got stuck being killed at Lake Silencio; the location was chosen as it was easier to create a fixed point to ensure that the Doctor died without fail. Dorium insists that if the Doctor lives, on the fields of Trenzalore, at the fall of the Eleventh, when no creature can speak falsely or fail to answer, a question that must never be answered will be asked: the first question, hidden in plain sight. To Dorium's surprise, the Doctor doesn't know the question, despite its significance to him. He asks if his visitor wants to know the question. The Doctor agrees nervously. Taking Dorium's head with him, the Doctor determines to continue his farewell tour. However, when he learns his old friend the Brigadier is dead, his bravado crumbles. He accepts his time has come. He gives the Teselecta invitations to deliver, since it would involve crossing his own timeline, which is a bad idea. He goes to Lake Silencio with Amy Pond, Rory Williams and River Song, where they drink a bottle of wine Napoleon threw at him. An impossible astronaut rises from the lake and he goes to meet it; as before, he orders his companions to stay back and not interfere not matter what they see. The astronaut's visor lifts to reveal River Song, trapped in the suit by the Silence. She has no control over the suit as it prepares to kill the Doctor. He forgives her unconditionally, shutting his eyes as her arm rises to deliver the three deadly blows. There are five bursts that make him flinch. The Doctor opens his eyes and demands to know what she has done. River smiles. She has discharged her weapons systems harmlessly, saying that fixed points can be rewritten. The Doctor demands to know who gave her such an idea as everything sudden fades away into white. The Doctor and Churchill discuss these events; the Doctor compares to how time now being stuck due to River's mistake to a record skipping. They see they are holding weapons. Tally marks have appeared on the Doctor's arms. They look up. The ceiling is infested with dozens of Silents. Before they can attack, a grenade rolls into the hall and a troop of soldiers under the command of an eyepatched Amy Pond invade. She shoots the Doctor. He wakes from the stun gun in Amy's office on a train; he tries reasoning with her, and make Amy remember the proper timeline. However, he stops once he sees that the walls of the office are lined with drawings of their adventures. Thanks to the crack in the universe which Amy grew up next to, she can remember alternate timelines; however, she doesn't recall that Captain Williams, a soldier in her force, is Rory. The train is bound for the Great Pyramid of Giza - Area 52 . Amy wonders if things can stay like they are, but the Doctor tells her that this mess on Earth will spread to the rest of the cosmos until all of reality will fall apart. In Area 52, the Doctor and Amy walk past more than 100 captured Silents; he is given an eyepatch, which is explained as an external memory storage system to remember the Silents. They arrive in the King's Chamber, where River awaits them. Kovarian is a prisoner, tied to a chair, annoyed at how the Doctor continues to live. "Did my best, dear; I showed up. You just can't get good psychopaths these days." River taunts Kovarian, telling her it was a big mistake to kidnap and raise a girl into a perfect psychopath and introducing her to the Doctor; who else would River fall in love with? The Doctor goes to take River's hand, but she knows they are opposite poles of an explosion waiting to destroy this timeline. She has him handcuffed and tries to convince him to live. The Silents, who have actually just been waiting, escape because it is their trap. As the soldiers retreat to the King's Chamber, their eye drives electrify and kill them. Kovarian mocks them by explaining that the Silents never allow a true advantage, until her eye drive sparks too. Rory stays to hold off the Silents, while River, Amy and the Doctor go to the apex of the pyramid to see what River has built. The door flies open; Rory falls to his knees as the Silents enter and begin to electrocute him, but Amy, at last remembering who he is, returns to kill them with a machine gun. A weakened Kovarian asks Amy to help her, having gotten her eye drive partially off. Amy burns with rage, stating that Kovarian stole and hurt her baby, and that even though her child is okay now, she will never see her baby again. Kovarian says that Amy will help her as she wouldn't want to disappoint the Doctor. Amy points out that while the Doctor means a lot to her, he's also not with them. Kovarian's face goes blank with terror as Amy places the eye drive back on, stating "River Song didn't get it all from you, sweetie." They leave a screaming Kovarian to join the Doctor and River. Amy then suggests to a very happy Rory that they should get a drink when everything is over, and then married. Rory complacently agrees to both suggestions. Atop the Great Pyramid, River has built a beacon, signalling to the universe across all of time: The Doctor is dying. Please help. She goes on to explain that the sunspots that keep getting reported in the news are actually replies to her message. And every reply is, "Yes, of course". The Doctor, however, insists that no one can help him. He must die to prevent all of time disintegrating. River despairs, claiming that she will suffer more than every living thing in the universe if she has to kill the Doctor. Seeing that there is only one way to pacify River, the Doctor tells Amy to uncuff him. He uses his bow tie to marry River in a He whispers a secret into his bride's ear and tells her she must never tell anyone what he has just told her: his name. As she looks at him in wonder, the Doctor asks for her help. They kiss and time moves again. River shoots the Doctor thrice, preventing his regeneration. He dies. The distorted timeline vanishes. A monk carries Dorium's head back to the Seventh Transept. Dorium recognises the Doctor and asks how he escaped. Discarding his disguise, the Doctor explains that he asked for some help from the Teselecta crew; he had it disguise itself as him while he and the TARDIS were safely inside of it. Simply, he was at Lake Silencio, but had someone else take his place. The Doctor goes on to explain that he got too big, too noisy; now that the universe believes him to be dead, it's time to step back into the shadows. Dorium points out that River Song has been imprisoned for the rest of her days for a false murder; however, the Doctor says that her nights are between her and him. Dorium offers to help keep the Doctor's secrets, but calls him a fool since the prophecy is still waiting for him. The Doctor heads back to the TARDIS. Dorium calls after him with the question that must never be answered at the fields of Trenzalore, the question the Doctor has been running from his entire life: "Doctor who?" A spaceship approaches Earth in 1938, and prepares its weapons to destroy the planet. Instead, it begins to blow up itself thanks to the Doctor, who is now running for his life to escape the ship. Sealing off the part of the ship that is exploding, the Doctor finds the section he's in has fallen apart. The vacuum of space is pulling him out. Seeing a space suit nearby, he tries reaching for it, but it falls out. Using his respiratory bypass system, the Doctor lets go of the ship and falls after the suit, barely missing getting caught in the explosion. Grabbing hold of the suit, he struggles to put it on as he enters the Earth's atmosphere. In England, Madge Arwell is riding her bike home when something falls from the sky into a nearby field. She finds a space suit inside a crater as a groan comes from it. Madge opens the visor to find the wearer has the helmet on backwards. She informs him of this when he believes he's gone blind. Explaining he "got dressed in a hurry", the Doctor asks Madge to help him find a police box. Madge returns home to retrieve the keys to her neighbour's car, informing her children to tell their dad she is helping a spaceman angel find a police box. When her husband asks where she is going, their son, Cyril, simply says "out"; her story is obviously ridiculous. After a bumpy drive due to her lack of driving acumen, Madge finds a police box. She helps the Doctor out of the car, as he bumps into a street lamp. She wonders why he hasn't taken off his suit. He explains it's an impact suit, which is healing him from the fall. The Doctor tells Madge that he will repay her kindness. All she has to do is make a wish. Entering the police box, the Doctor asks if they can try again — it's not the TARDIS. Three years later, in the Second World War, Madge's husband, Reg is flying his plane blind, looking for a guide to navigate his way. Seeing none, he looks at a picture of Madge and apologises. Madge receives a telegram, informing her that Reg was lost at sea. She does not tell her children, Cyril and Lily, what happened, as she wants to keep them happy at Christmas. Because of the bombing, they are to leave for Uncle Digby's country estate. As her children break a wishbone, Madge makes a silent wish for help. They arrive at Digby's estate, where the Doctor greets them. He introduces himself as the caretaker. He shows them around the estate, explaining he "repaired" several boring rooms. They have been upgraded with delightful gizmos. He shows the children their room, which has everything a child could want for their hobbies — at the cost of their beds (they'll have to sleep in hammocks). Madge tells the Doctor to stop and sends the children out of the room. She tells him that their father is dead, but then wonders at herself why she keeps shouting at them. The Doctor explains that it's because she knows that they will be very sad when she tells them the bad news; their happiness until then is upsetting her. The reason to let them be happy now is because they are going to be very sad later. Before anything more can be said, they are interrupted by cries of delight from Cyril and Lily. They go to a room where the Doctor has set up an elaborate tree with a large gift box. Madge is shocked by the many toys the Doctor has put in the room. She turns to find him leaving once the children wonder who left them a gift. That night, Cyril decides to open the Doctor's present before Christmas. He finds it contains a portal to another world, one covered in snow. A tree sprouts what seem to be ornaments. He grabs one, sees a face on it and drops it to run back. Something hatches from the ornament and walks off. Back in the house, Lily is worried about Cyril. She notices lights from the attic. She finds the Doctor working on the electrics with the TARDIS next to him. He lies that the TARDIS is his wardrobe, painted to look like a police box. The Doctor wonders if Cyril is still in bed once he observes a beeping light he is holding. To prove to the Doctor that Cyril is in bed, Lily takes him to see, but finds the Doctor was right. Cyril is not there. Impressed with Cyril's cleverness, the Doctor decides to look for him. They head for the sitting room with the tree and find Cyril re-entering the portal. The Doctor enters and pulls Lily after him, explaining that its a portal to another planet. They have arrived a few minutes after Cyril because of the nature of the portal. The Doctor explains this gift was supposed to be a supervised trip to one of the safest planets he knows, which also has beautiful natural Christmas trees. Meanwhile, Cyril has traced footprints left by the creature which earlier hatched from the "bauble". They lead to a tower-like structure. Back in the house, Madge feels uneasy and looks around for the others, only to find them gone. She finds the portal and enters the forest herself. She encounters three harvest rangers, who hold her at gunpoint. They explain that the forest is private property, and she's in danger because of the acid rain coming to melt the trees down into fuel. They do a scan of her, finding that she is not from their era. The portal lead to the future. Madge begins crying from the stress and shock of what's happening. Deciding Madge will trust them if they are unarmed, the three do so, asking if they can interrogate her now. Madge then turns the tables on them by pointing a gun at them, telling them she's from the time of the Second World War. Cyril has entered the structure and made his way to the top. Inside are wooden statues of a king and a queen. When Cyril sits on a throne in the top of the tower, the Wooden Queen comes to life and puts a crown on him. At the same time, the Doctor and Lily arrive and ascend the stairs. The Wooden King comes to life and follows them up. Finding Cyril, the Doctor then questions the Queen and King. They are trying to evacuate the forest's life force before the Androzani trees are melted. They lured Cyril to them, but he is too weak to carry their life force off the planet. To the Doctor's chagrin, he is also too weak. Lily is strong, but too young. Madge is taken to the harvest rangers' vehicle, where she has all but the female member of the trio tied up to get some answers; Madge trusts her more than the men. The female ranger says they can scan for her children and set up a radio feed to receive any voices within the area. However, as soon as this is set up, a warning about the acid rain sounds and the rangers are teleported away. Madge hears Cyril over the radio, saying he will wait at the tower until she comes as she always comes. Worried for the child's life, the Doctor tries explaining to Cyril that the portal they used to get to this planet will close soon, and they have to leave right away if they have a chance of avoiding the acid rain. However, the child is adamant and the rain begins; the tower won't hold up for long. They notice the ground shaking. Outside, the rangers' vehicle, a giant robot, is being piloted poorly towards the tower. The Doctor recognises the driving style: Madge. She tells the Doctor he is fired as caretaker, before crashing the robot next to the tower. The Doctor rushes her inside, where the Wooden Queen and King decide she is both strong and old enough. The Doctor realises they are saying that all life comes from the "mother ship", and thus are insisting on a female host. The forest's life force enters Madge as the room separates from the tower and launches itself into the time vortex. On the Queen's instruction to think of her destination, the Doctor tells her to think of all the memories and emotions of home until it hurts. Complying, Madge begins thinking of her husband, and how he followed her around all the time until she promised to marry him. She then sees a display of her husband's plane, lost at sea. Not wanting to see her husband crash, Madge asks the Queen and King not to show her that. Lily and Cyril realise she's been keeping a secret from them. In a flash of light, everyone is transported to Digby's lawn. The Doctor explains that the trees' life force, the Wooden Queen and Wooden King have left and are now out in space. Madge tries hugging her children, but they ask what she meant about their father dying. The Doctor excuses himself. When he steps outside, he rushes back to tell Madge to come out. Somehow, Reg landed right behind them. The Doctor explains that her love led him into the time vortex, and he used the light from the escape pod as a guide to follow. Reg wonders what happened, until he is told it's Christmas. He puts aside thought to enjoy the holiday with his family. Later, Madge enters the attic as the Doctor prepares to leave. Seeing the TARDIS, she realises the "caretaker" was the spaceman she helped years earlier. She asks him to stay and enjoy Christmas, but he tells her he cannot. Madge thinks he has loved ones of his own, but the Doctor says that they think he died. Madge orders the Doctor to go see them. They shouldn't think he's dead at Christmas. As he enters the TARDIS, the Doctor tells Madge that if she ever needs his help again, she should make another wish. Reg enters as the TARDIS dematerialises. Madge explains the Doctor has returned to the time vortex, which she thinks is a lovely place. In the 21st century, the Doctor arrives at Amy and Rory's. Amy answers the door with a water gun, thinking it is Christmas carollers again. He greets her awkwardly, wondering how long it has been since they last met. Amy tells him that it's been two years, and spritzes the Doctor with water as payback for yet another long wait. She says River told them the truth, that he didn't really die. They each then assert that they will not hug first. After they hug, she invites the Doctor in, calling Rory to see who's at the door. Rory tries pretending to be surprised, but Amy tells him that they're past that. The Doctor asks if they have room for one more. They tell him that they always set a place for him. As Amy and Rory head in, the Doctor leaks a few tears, to his own surprise. He wipes his eye and smiles, noticing that he's got a bit of "humany-wumany" in him, then joins his friends for Christmas dinner. On Skaro, a woman called Darla tells of a story about a man who fought the Daleks. However, the universe now believes him to be dead; Darla hopes the rumours are wrong and that this man will come to save them. Inside a huge statue of a Dalek, she is surprised by the Eleventh Doctor, who asks why she has called him. Darla explains that her daughter is in a Dalek prison camp, and she wants him to rescue her. The Doctor questions as to why Darla is not in the camp, to which she says was because she escaped. However, the Doctor points out NO-ONE does, before touching her face. He pulls his hand back in shock, noting she's cold. Darla wonders why that's a problem. The Doctor tells her that this is a trap, and she doesn't even know it. She asks what's a trap, to which the Doctor tells her; she's the trap and doesn't know it. At that moment, Darla convulses and sprouts a Dalek eye-stalk from her forehead; she's sleeper agent of the Daleks. With a gunstick from her palm, she knocks out the Doctor as a Dalek saucer arrives to collect the Time Lord. On 2010s Earth, Amy Pond is posing for the camera when her secretary tells her that her husband wants to see her. She remarks that she doesn't have a husband any more. She walks in to a make-up room, where Rory asks her to sign the divorce papers, joking that Amy was just "pouting at a camera". Once she has signed the papers, he leaves as Amy's make-up artist, Cassandra, enters. However, it turns out she is also a Dalek puppet, and she teleports Amy away. Meanwhile, Rory gets on a bus, but the bus driver turns out to be yet another puppet, who in turn teleports Rory to the Daleks. He wakes up in a cell with Amy, and looks through a small window to see they are in space, with an armada of Dalek saucers accompanying them. Rory wonders how much trouble they're in; the Doctor is escorted in by Daleks, saying "On a scale of 1 to 10, Mr. Pond? 11." They are then taken to the Parliament of the Daleks, where Amy tells Rory everything the Doctor is thinking based on his movements; he's even figured out the two of them are having problems because they are not close to each other. As the Daleks seemed stunned, the Doctor says it's finally Christmas for them because they managed to capture their greatest enemy. Much to the Time Lord's surprise, the assembled Daleks don't try to exterminate him. Wondering for what other reason they could have captured him, the Doctor is met with a surprise; the Daleks want the Doctor to save them, to which he replies, "Well, this is new." The Parliament saucer brings them to a planet the Daleks call the Asylum, a place that the Doctor has heard of only in legend. It's a place where the Daleks dispose of those of their kind who go wrong: the insane, the battle-scarred and the uncontrollable. The Doctor learns, to his disgust, that the Daleks didn't destroy their insane brethren because they find "Divine Hatred" to be beautiful. The whole planet is automated and surrounded by an impenetrable shield, but the Daleks have detected a signal of unknown origin on the planet. The Daleks never considered tracing it back and trying to communicate with the source. The Doctor traces the signal to a woman called Oswin Oswald, who has been hiding out on the remains of the crashed starliner Alaska for a year. The Doctor realises that when the Alaska crashed, it ruptured the planet's shield, leading to the risk of the inmates escaping. A planet's worth of insane Daleks roaming free is something that scares even the Daleks, who captured the Doctor to deal with the threat. The Daleks explain they kidnapped Amy and Rory because their records show he is always accompanied by companions. Because the shield is still strong enough to resist an assault from orbit, the Doctor and his companions will be sent down to the planet to deactivate the shield so the planet can be "cleansed" (of all life). The three are given protective bracelets so they will not be affected by the "Nanocloud" that surrounds the planet, and are unceremoniously sent down the gravity beam. Amy is the first to come to after landing, and sees a man in a white coat approaching her. Panicking, she runs away, with him chasing after her. The Doctor is next to come to, finding a Dalek eye watching him; Oswin has discovered visitors. Speaking to her via the radio, the Doctor decides to look for Amy and Rory first. Eventually, he and Amy run into each other, and the man, Harvey, reveals that he was a crew member of the Alaska. They decide to find Rory first. The Doctor tracks the reading coming to a hole in the ground; Rory is below them, in the actual facility; it seems the roof gave in when Rory landed. Because they cannot get to Rory at the moment, the Doctor and Amy decide to help Harvey. Reaching the ship, they discover the rest of Harvey's crew are dead, having decomposed into skeletons. The Doctor reveals to the confused man, who claims they were alive and well not two hours ago, that they have been this way for a long time (a year at least). However, matters get much worse when Harvey remembers he died as well. The cold preserved his body, and the nanocloud turned him into one of the Dalek puppets charged with keeping the Asylum running. With his programming activating, Harvey tries attacking the Doctor and Amy. They quickly shut him into the storage unit of the ship. The Doctor explains that the nanocloud will transform anything living or dead not protected by one of the Dalek bracelets into one of the "staff". Amy points out the second part of his explanation; even the DEAD are converted including the dead crew members surrounding them. As the decayed husks of the crew begin to come to life, the Doctor and Amy flee to another part of the ship. However, the undead attackers grab Amy for a minute before the Doctor pulls her free and locks them out. They then notice, on the monitor, that the zombies have a bracelet; Amy's is missing, meaning she's now in danger of being converted. Oswin contacts the Doctor and Amy, informing them that there's a rope ladder leading down from the ship. It's the only way out now. Elsewhere, Rory awakes to find himself underground. Oswin contacts him and leads Rory through the facility, where several deactivated Daleks litter the halls. Rory accidentally trips on a piece of metal, making a loud noise that awakens one of the severely rusted Daleks. Oddly, it repeats "Eggs" over and over again, making Rory think it wants the orbs that have fallen out of its casing; Rory offers an orb to the Dalek in confusion. However, the Dalek's voice finally manages to unscramble; it's been trying to say "Exterminate." Rory runs through the room and locks himself in the teleport room on the other side. After Oswin makes flirty jokes, she tells Rory that she'll guide the Doctor and Amy to him. A Dalek advances on them, identifying the Doctor. However, once the Doctor taunts the decaying Dalek for having a damaged death ray beyond use, it simply activates its self-destruct program in the hopes of taking him with it. The Doctor takes the dome of the Dalek and begins sonicing it's casing. It says self-destruct cannot be countermanded. Smirking, the Doctor says he wasn't trying to stop the self-destruct, he was just looking for the reverse switch. And with that, the Dalek is sent screaming back into the room, where it explodes in a crowd of Daleks. Rory hears the explosion and leaves the teleport room to find several charred Dalek casings. Wondering who killed all the Daleks, Rory sees the Doctor carrying an unconscious Amy. With a smile, the Doctor rhetorically asks Rory, "Who do you think?" Once in the teleport room, the Doctor explains the situation to Rory, and discovers the teleport has enough power to get them back to the Dalek ship in orbit once the force field is down. Oswin points out that hostility — something Amy displayed by slapping Rory — is the first sign the conversion is becoming permanent. Amy jokes "Someone's obviously never been to Scotland," implying she's normally hostile. Accepting this, Oswin asks to be taken along, but the Doctor questions her about how she keeps getting the ingredients for her soufflés. His companions tell him to put the matter aside; they need to leave the planet before they lose Amy for good. The Doctor then wonders how Oswin is not being affected by the Nanocloud, and learns that she used her genius to create a shield to block it. Leaving Amy and Rory behind, the Doctor sets out to find Oswin, as she refuses to turn off the shield until they come to rescue her. Rory offers to give Amy his bracelet to keep her human longer; he claims it would take longer for the Nanocloud to transform him into a puppet. He reasons since it transforms love into hate, he would last longer because he always loved her more than she loved him, referencing the 2000 years he spent protecting her inside the Pandorica as an Auton. As they argue, it's revealed Amy has been left sterile because of something the Silence did to her at Demons Run; while Rory thought Amy suddenly left him, in truth, she knew he had always wanted children, so Amy "gave him up" so he had a better chance at having them with someone else, saying her sacrifice in doing so was far greater than his two-thousand year vigil. They then realise the Doctor put his bracelet on Amy while she was out cold; being immune to the Nanocloud to begin with, he'd tricked them into working out their relationship problems. In the meantime, the Doctor reaches "Intensive Care"; it houses Daleks defeated in battles with his first, second, and third incarnations. Once the Doctor mentions they "survived" him, the Daleks (missing their guns) come back to life and corner him against the door leading to Oswin, intending to enact revenge. The Doctor yells for help, as the Daleks close in on him with their suckers. Luckily, Oswin hacks into Pathweb (the Daleks' shared information centre), and erases all data on him, effectively making them forget the Doctor. The deranged Daleks quietly go back to their cells and go back to "sleep". The Doctor says it's impossible to hack the Pathweb; even he couldn't. Oswin invites him to meet the person who did. However, once the Doctor enters her room he tells her that they have a problem; however, Oswin thinks he is simply right outside her room. The Doctor tells Oswin that it's not real;' this prompts her to ask where she is. To his infinite sadness, the Doctor informs Oswin that she is a Dalek, to which she denies. However, the Doctor firmly tells her that the room only exists in her imagination. The Doctor explains the rope ladder he used to get into the facility was originally used by her when she was human. Oswin had been captured by the Daleks, and because of her genius, had been fully converted into a Dalek instead of simply made into a puppet. When Oswin refuses to believe him, the Doctor points out that she wouldn't have been able to get eggs and milk for her soufflés for an entire year because there'd be a limited supply. The shocking truth causes Oswin to remember her exploration of the facility, her capture by the Daleks, and her conversion. Repeating "Eggs", she reverts to a Dalek personality, yelling "Exterminate!" The Doctor yells for Oswin to regain control of herself, which seemingly works as she is next heard crying. In her imaginary room, Oswin cries. Having felt the Dalek's shared opinion of the Doctor, she asks why they hate him so much. The Doctor explains that it's because he always prevents them from achieving large victories. Oswin tells the Doctor that she is lowering the shields, meaning that the Daleks will bombard the planet very soon. The Doctor asks if she's fine with dying, to which Oswin states that she fought the Daleks and died HUMAN. The Doctor thanks Oswin for her help, and - on her oder - runs for his life. Watching the Doctor flee, Oswin says "Run you clever boy, and remember." In the teleport room, Rory wonders how long they can wait for the Doctor. Amy says for the rest of their lives and they kiss. The Doctor arrives and tries getting their attention — "for God's sake!" Annoyed that Amy and Rory always pick the worst times to kiss, the Doctor activates the teleport as the bombardment finishes. On the Dalek Parliament ship, the Supreme Dalek reports that the destruction of the Asylum has been successful. However, the alarm goes off; a teleport from the Asylum has occurred. They consider it an attack, and prepare to defend. The Doctor's voice is heard over the loudspeaker, saying that he is very good with teleports, before leaping out of the TARDIS, calling the Daleks "suckers". They demand that the Doctor identify himself, shocking him; he tells them who he is, only to be met with confusion. The lead Dalek puppet, Darla von Karlsen, asks "Doctor Who?", and soon the entire Parliament of Daleks begins repeating it continuously. The Doctor now realises that Oswin deleted him from the entire Pathweb — not just for the Daleks in Intensive Care, but for their entire species. He marvels at Oswin's accomplishment, and laughs: "You're never going to stop asking." Despite their demands to stay there and elaborate on his identity, the Doctor takes off. He deposits Amy and Rory back at their house. Waving good-bye, Amy smiles to Rory and enters the house; she's taken him back. Rory smiles himself and whoops with joy. Rory then calms down when Amy says "I can see you." In the TARDIS control room, the Doctor is laughing to himself and saying "Doctor Who?", repeating the question himself several times, with joy, as he sets the TARDIS on course for his next adventure. The Doctor has saved Egypt from giant alien locusts and is trying to return to his TARDIS. However, Queen Nefertiti, attracted to the Doctor, stops him and tries to get his attention. The Doctor receives a message on his psychic paper. Telling her that it is unimportant, he learns that the Indian Space Agency needs his help; he's forced to take "Neffy" with him, as she forced her way onto the TARDIS despite the Doctor's protests. Arriving in the 24th century, the Doctor is informed of a spaceship coming closer to Earth that has failed to respond to any of ISA's attempts to communicate; if it gets within ten thousand kilometres of Earth, they will send up missiles to destroy it. The ship is basically the size of Canada. The Doctor decides he should investigate the ship before the ISA attempt to destroy it, just in case their are aliens that cannot communicate either due to primitive technology or not understanding Earth's languages. Realising this would be too much for just him and Neffy, the Doctor decides to head to Africa in the early 20th century. He meets his old friend John Riddell, a game hunter he left behind after saying he was leaving to get some sweets. Riddell initially refuses to join the Doctor on another trip, but gives in when he learns its a mystery to even him. In 21st century London, Rory has his father, Brian Williams, over to help fix a light bulb. After saying the fixture may be the problem, Brian reminds Rory he is lucky to have Amy; Amy finds this amusing. As Brian continues working on the light, the sound of the TARDIS materialisation is heard. Amy and Rory quietly say that the Doctor picks the worst times to show up and she wants to "kill him"; Brian thinks perhaps they left the door open. The TARDIS materialises around them, shocking Brian in place while the Doctor (not looking at them) greets Amy and Rory. They all travel in the TARDIS to the mystery spacecraft. The Doctor tells everyone to grab a torch as they head outside. As they head out, Amy questions the Doctor about what he's up to this time; the Doctor explains that he decided that he needed a group this time. However, the Doctor calms her by explaining he needed a group; "They're not Ponds."Brian exits the TARDIS and the Doctor, finally noticing him, questions him with hostility. Rory explains that Brian is his father, whom the Doctor inadvertently brought on board when he materialised the TARDIS around them. This calms the Doctor, whom Brian seems not to have met. The Doctor greets Brian and walks off with Amy, Nefertiti and Riddell; he and Amy tell Rory that the job of tell Brian what's going on is his due to be being the later addition to their TARDIS team. Annoyed that it's always his turn, Rory explains to his confused father that he and Amy honeymooned throughout time and space aboard the TARDIS, not in Thailand as they had previously told him. Hiding as the dinosaurs go past, the Doctor keeps Riddell from trying to harm them as they need to be preserved; Riddell sourly jokes in return "who's gonna preserve us?". They run into a Triceratops that sniffs Brian, forcing him to toss away one of the golf balls he keeps in his pocket to make it leave. The Doctor then examines the ship, discovering an interactive monitor. The Doctor asks to be shown where the engines are on the map, saying they need to get to them; he, Brian and Rory vanish in flash of light. Amy is left annoyed; they always get separated at some point during an adventure. The Doctor, Rory and Brian arrive on the shore of a rocky beach. Seeing "birds" in the distance, Brian wonders if its kestrels; the Doctor quips "I certainly hope so." Having an epiphany, the Doctor orders them to dig; Brian complies, producing a trowel from his pocket. Rory is surprised, but his dad tells him to put a trowel on his Christmas list; when Rory protests he's too old to have one, the Doctor retorts that he does (and he's centuries old). The Doctor runs off to "look at rocks", with Rory calling after him. Elsewhere, someone sees them on a monitor. He becomes interested when he hears one of them referred to as "the Doctor". He orders that they be brought to him. Brian hits metal while digging, becoming shocked; they're actually still in the ship. The Doctor reveals a monitor in a rock face, explaining the ship's engines are powered by the waves; an endless supply of power. He said they needed to go to the engine room and the ship complied with its short-ranged teleporter. Brain is left dumbfounded, with Rory trying to explain; however, the Doctor cuts them off by asking "What about the things that aren't kestrels?" They turn around to see many Pteranodon flying at them. The Doctor yells that he would be amazed if he wasn't being targeted as food. Brian suggests using the teleport, but the Doctor tells him that it fried out upon their arrival. Upon entering the cave, they hear heavy footsteps approaching them. The Doctor panics, going back and forth, wondering which threat that they should face. Not having an idea, he asks Brian and Rory if they have any preferences. However, their fears are partially relieved when the footsteps are revealed to belong to two large robots; they seem to have some faulty personalities, as they constantly wine and complain. They demand that the trio come with them In the meantime, the Doctor, Rory and Brian are brought to a smaller spaceship docked with this one; however, only the Doctor is allowed inside. He finds a man named Solomon laying on bed and listening to Fantasia in F minor; the Doctor brags he was the second set of hands playing the music. The Doctor is briefly startled by a flash of violet light, which Solomon passes off as a malfunction. Solomon explains his legs were badly mauled by raptors, and the robots could only do so much to treat him. Realising Solomon has mistaken him for a medical doctor, the Doctor offers assistance in exchange for being told how he came by the ship's worth of dinosaurs. In response, Brian is given a painful laser burn by one of the robots as a warning. The Doctor proceeds to work on getting Solomon mobile again while Rory tends to his father's burn. Brian is surprised Rory keeps a medical supply pack with him; Rory responds its a habit of their family to keep "tools" with them. Back in the archive room, Amy asks the monitor to display life-signs of Silurians ("homo reptilia"), but gets nothing. Amy then compares this image with one of the day the ship launched, discovering there were numerous Silurians on board. She wonders what happened to them. She then asks the computer to zoom in at the core of the ship, discovering that it's been boarded before (by Solomon). Riddell picks up a nearby gun, explaining it's full of tranquilliser (something the Doctor would approve of using in self-defence against the dinosaurs); he tells Neffy that she needs a man of action in her life, before taking off to search for the Doctor. Neffy, now infatuated with Riddell, is told by Amy, "Human sleeping potion or walking innuendo; take your pick." In Solomon's ship, the Doctor finishes adding braces to help with healing Solomon's injuries. He wonders why Solomon is here and learns that he's a trader that wants to sell the dinosaurs, but is heading in the wrong direction. The Doctor then realises that the flash of light was an IV System trying to figure out how much he's worth. To the Doctor's relief and Solomon's confusion, there is no record available to reveal how much he's worth. At that moment, Rory receives a call from Amy, and is told to give to the Doctor. Amy informs him the Silurians built the ship, but there are no life signs of them. The Doctor questions Solomon on what happened to them. Solomon explains they rescued his ship, but when he found out there were dinosaurs on board, he attempted to do business. When the Silurians refused, he tossed them into space along with the ones in hibernation. However, the Doctor quickly deduces that Solomon cannot control this so-called ark of the Silurians and his attempt to do so made its auto-pilot head for Earth, its launching point. The Doctor explains that the ISA will soon be launching missiles. The greedy Solomon believes the Doctor is lying and wants the dinosaurs for himself. Exiting Solomon's cockpit, the Doctor tells the two dim-witted robots that their boss wants to see them. The Doctor tells Rory and Brian to run as the two robots ask Solomon why he wanted to see them. Realising that the Doctor has tricked them, Solomon orders his lackeys to go after them. The Doctor then wonders how they are going to stop as Tricey is closing in on a wall; they fall off and have a hard landing. The ISA contacts the ship and the Doctor answers via the monitor; he claims to be able to turn the ship around, with a precious cargo on board. However, the head of the ISA, Indira, refuses to listen to the Doctor and informs him that the missiles will be launched within a few minutes. The Doctor, Rory and Brian try finding the TARDIS so they can collect Amy, Riddell and Nefertiti before coming up with a new plan. However, Solomon finds them with the security cameras and teleports to their location with his clumsy robots. Solomon explains that his ship has detected the missiles, saying the Doctor wasn't lying. Solomon then explains his scanner found something just as valuable as the dinosaurs; he then goes on to say how amazed he is that the Doctor was able to procure this "item". He is demands that Nefertiti be handed over to him, as he can't fit a dinosaur in his ship. When the Doctor refuses, Solomon has Tricey shot and killed to prove he's serious. Amy, Riddel, and Nefertiti (who were watching this on another monitor) arrive via the teleporter. Neffy willingly goes with Solomon to ensure the safety of everyone else. Solomon then has them teleported back to his ship, preparing to leave. The Doctor quickly leads everyone to the control room, explaining that Solomon couldn't control the ship because the Silurians designed it to require two pilots who share similar DNA. Brian offers to pilot the ship with Rory — since they are father and son, they share similar DNA. The Doctor has them sit down in the control chairs and tells them how to work the controls; he jokes "it's so simple a monkey could do it. Oh look, they're about to. Oh come on guys! That's comedy gold. Where's a Silurian audience when you need it?" He orders Riddell to guard the room from anything that might attack them; Riddell complies. The Doctor then opens part of the console and begins fiddling with the wiring; he asks Amy to talk to him as he works better when multitasking. Amy expresses her fear that his visits are becoming farther and farther apart; one day, he might never show up. However, the Doctor quickly comforts Amy by explaining that he'll always come to see them. He also learns Amy quit her job (again) after their last meeting, in part because she never knows when he'll show up again. The Doctor takes a glowing green orb from inside where he's been fiddling with the controls, telling Amy he's going to teleport to Solomon's ship to conduct Phase 1, saying Phase 2 has been completed. Amy corrects him, explaining 2 comes after 1, but gets laughter in return. The Doctor says that while humans are always linear about planning, he's not. Riddell returns, stating the task is a two-man job; Amy takes a gun, stating that she's easily worth two men, but Riddell can help as well. This is enough to make Riddell smirk as both head outside the room; the Doctor teleports away to save Neffy. Amy joins him as a group of raptors close in. They shoot the electric tranquilliser into the dinosaurs several times, knocking them out. Riddell expresses interest in taking a dinosaur tooth back with him as a souvenir from the adventure as they continue knocking out the dinosaurs. Back at the Indian Space Agency, one of the staff notices that the ship has turned around. However, Indira doesn't care; the missiles are still going to hit it. In the meantime, Solomon has realised the Doctor magnetised the Silurian ark to prevent his ship from leaving, just as the Doctor appears behind him and short-circuits the robots to prevent them from assisting. Solomon tells the Doctor that he will not let go of such a valuable item, offending Nefertiti, who knocks him down. As Neffy pins Solomon to the ground with his crutch, the Doctor jokes not to mess with Egyptian queens. Preparing to take Neffy back to the ark, the Doctor informs Solomon that he'll receive a consolation prize: the missiles meant for the ark. He places the orb, which emits the signal the missiles are locked onto, in Solomon's ship and teleports away with Neffy. The ship is de-magnetised. Solomon screams in terror as his ship takes off and is hit by the missiles, exploding. At the same time, Rory and Brian pilot the ship away from Earth and into the emptiness of space. With the ship safely piloted into an empty area of space, the Doctor has the chance to take it and the dinosaurs to somewhere else in the universe where they can live on a new planet in peace. Preparing to take everyone back, the Doctor is told by Amy and Rory that they wish to return home; he accepts this. However, Brian asks the Doctor for a favour before he takes him back home. The Doctor complies. Brian is next seen enjoying lunch, sitting on the edge of the TARDIS doors, looking down on the Earth. Amy and Rory look at him with smiles as the Doctor comes from behind and hugs them. Elsewhen, Riddell has been taken back to the time and place the Doctor took him from, only one thing is different: Nefertiti has decided to stay with him. Back in London, Rory is checking the light-bulb Brian previously tried to fix, agreeing that his father was right — it might be the fixture. Amy enters, saying they got another bunch of postcards from Brian. She puts them on the fridge, showing that Brian (who was previously afraid to travel) has now taken to seeing the world. Amy and Rory stare at the last postcard before putting it on the fridge; it's of Siluria, the new home of the dinosaurs, which Brian and the Doctor have just visited. Against the backdrop of a starry night desert, an unseen woman narrates a story her great grandmother told her when she was a girl: a story about a man who fell from the stars and was weighed down by the things he had seen, giving the impression it might be yet another legend about the Doctor A cyborg known as the Gunslinger shoots down a probe in the middle of the desert while chasing Kahler-Mas. The cyborg tells his victim to make peace with his gods, to which Mas retorts that they are his as well. The Gunslinger says they are not his gods any more. Mas tries to pick up a piece of debris to defend himself, however the cyborg knocks it away and prevents his target from moving. Pinned to the ground by the Gunslinger, Mas asks his executioner if he's the last one. Before opening fire, the Gunslinger replies that there is just one more: "the Doctor". In the desert during the daytime, the Doctor, Amy and Rory examine the population number on the sign of a town called Mercy, seeing it has 81 inhabitants. There are several odd things about the town including a sign saying "KEEP OUT" and a strange stone and wood boundary line surrounding the town. According to a scan with the sonic screwdriver, it is just what it looks like, nothing else. The trio enter the town, unaware the Gunslinger is watching them. They take note of the townsfolk's hostile stares. Even more odd, however, is that the town is using electricity, which will not be discovered until about ten years later. Because of all the odd events happening at once, the Doctor wonders if someone has been peeking at his Christmas list. They enter the saloon, where the Doctor orders a drink ("Tea, but the strong stuff; leave the bag in.") They're asked by the patrons who they are. As the Doctor introduces himself, the now-hostile patrons immediately demand to know if the Doctor is an alien. The Doctor says that in his terms, they're the aliens, but in their terms, he is indeed an alien. The patrons get up from their seats and grab the three of them, dragging them to the edge of town. They toss the Doctor outside the boundary and hold him at gunpoint to prevent him from coming back in; they hold Amy and Rory still to prevent them from helping the Doctor. A man spots the Gunslinger approaching and they prepare for the worst as the preacher says a prayer. At the last second, however, a shot is fired from the crowd. The town Marshal, Isaac, appears and tells the people to let the Doctor and his friends back in, pointing out the Doctor is not the one the Gunslinger wants. This is met with defiance from the crowd as the Doctor fits the description of who the Gunslinger demanded — an alien doctor. However, Isaac tells them that they know who the Gunslinger really wants, saying it's no reason to send the Doctor to his death. Isaac orders the Doctor to quickly get back inside the boundary. He does, and the Gunslinger departs, appearing angry. Back in his office, Isaac explains to the travellers that the Gunslinger appeared three weeks ago, placing the boundary around the town and demanding they hand over the "Doctor". Though he hasn't killed anyone, he's stopped supplies and reinforcements entering, and the town is slowly starving to death. When someone tried exiting the boundary, the Gunslinger shot at him, putting a hole through his Stetson. The Doctor believes the Gunslinger had poor aim, but Isaac point out that the hat was the target. This annoys the Doctor, who loves hats. Amy reminds the Doctor they were supposed to go to Mexico's Day of the Dead festival. The Doctor ignores her complaint, demanding the Gunslinger's real target; he knows that the Marshal's office would be the safest place to keep him if the townsfolk want to hand him over. Though Isaac protests, a voice tells him to stop putting on the act; it comes from the cell. A man pulls the blanket hiding him off and introduces himself as Kahler-Jex. The Doctor is delighted to meet Jex explaining the Kahler are a race renowned for their technological expertise. Jex tells them that his ship crashed out in the desert some years ago. He was rescued by the townsfolk, who took him in. Since then, he became the town doctor. He cured an outbreak of cholera and used the remains of his ship to give the town electricity. The Doctor is curious why the Gunslinger is after him. Isaac interjects to defend Jex, saying Mercy is a town of second chances. He is also angry that the townsfolk are thinking of turning their friend over to the stranger. The Doctor decides to use the TARDIS to help Jex escape and evacuate the town, but first they must engage in a little slight of hand to get past the Gunslinger. Grabbing the Stetson Isaac showed him, the Doctor borrows the Preacher's horse. The Preacher has named the horse Joshua, but the Doctor tells them that the horse prefers the name Susan. He rides out to collect the TARDIS. In the meantime, Isaac, dressed in Jex's hat and coat, runs off along with Rory in another direction to buy time. The Gunslinger takes the bait and chases after the two men, but curiously holds back on firing when his systems warn of the high risk of hitting Rory. In town, Amy comforts Jex, who tells her that he knows she's a mother. Curious, Amy asks how he knows. Jex says it's because it's in her eyes: kindness, sorrow, and love. He goes on to say that he's something of a father himself. In the desert, the Doctor finds the power cables from Jex's ship and follows them despite the original plan. Jex notices power fluctuations in the town, from the Doctor messing with the cords. Jex becomies worried that the Doctor isn't following their plan. Amy simply says, "Welcome to my world." The Gunslinger catches up to Rory and Isaac and pins them down behind a cliff face, having switched to heat-seeking vision to find them more easily. The Doctor finds the Kahler ship hidden, but not damaged as Jex had claimed. After some effort, he manages to open it but trips the ship's alarm: alerting Jex and the Gunslinger, who breaks off his pursuit of the other two men. In town, Jex is panicking because the Doctor has gone against the plan. The Doctor enters the ship and manages to override the defence system. He asks the computer what it knows about the Gunslinger. Unfortunately, the ship does not understand the term, so the Doctor tries a different approach and asks it about its crew. His request brings up logs detailing horrific experiments. The Doctor watches in silent shock, listening to Jex calmly detail the events as his victims scream in the background. Back in Mercy, Amy finds herself staring down the barrel of a gun held by Jex. He assumes that the Doctor has learned some things about his past which the townsfolk won't understand or forgive. He is going to flee and take Amy with him as a hostage, since the Gunslinger's programming forbids him from harming civilians unless the situation is extreme. Jex's escape is thwarted by the return of Rory and Isaac, who demand answers. In the desert, the Doctor leaves the ship and comes face to face with the Gunslinger, poised to attack. He manages to get the alien to stand down by revealing he knows what Jex did and he knows who the Gunslinger is. The cyborg lowers his weapon slightly. The Doctor has worked out that the Gunslinger is one of Jex's "test subjects". He pleads with him to spare the town and let Jex be brought to trial. The enraged cyborg refuses, but reveals that he hasn't gone after Jex in the town because he doesn't want to harm the civilians who would likely get in the way. He leaves, but warns the Doctor the next person who tries to leave the town will be killed unless the Kahler is handed over. At the Marshal's office, Jex tries to wave off his actions as a moment of panic. The Doctor returns and accuses Jex of being a liar and murderer. He explains to Isaac, Amy and Rory that the Gunslinger is a cyborg created by Jex and a team of scientists. He goes on to explain that they took unsuspecting volunteers on the pretext of military training and experimented on them. Those that did not die were turned into weapons. Rather than deny his actions, Jex admits and even defends them, explaining that Kahler had suffered a devastating nine-year long war which had decimated half the planet. Kahler authority ordered their scientists to create weapons able to end the war; they did. In a week, the cyborg army defeated the enemy before deactivating. Unfortunately, the Gunslinger didn't deactivate. Jex guesses he was damaged in battle, restoring his original personality and allowing him to disregarded pre-programmed orders. Since then, he has hunted down and killed almost all of those responsible for turning him into a monster. Jex is the last one remaining. The group is unsure of what to do. Rory believes that they should hand Jex over to the Gunslinger: he is a war criminal who deserves to pay for what he's done, and there is no reason why everyone in town should die for him. However, Amy and Isaac disagree with him. Isaac points out that Jex saved the town from cholera, while Amy doesn't believe it's their place to march a man to his execution. The Doctor struggles with the decision. Jex observes this, and says that the Doctor could never make a hard choice like he had. This provokes the Doctor's fury, as he drags Jex to his feet and marches him outside. Rory attempts to stop Amy from interfering, pointing out that it is Jex or them, but Amy isn't willing to let the Doctor do what he's about to do. The townspeople gather as the Doctor pushes Jex over the boundary to face his surviving victim; he even points a gun at him, not knowing if he would use it or not. Amy stops the Doctor by also grabbing a gun, pointing out that this is not his way. The Doctor responds that every time he faces evil he tries to understand, and has even shown mercy to his enemies, such as the Master and the Daleks; however, each time, they've come back and killed again. For once, he is going to think of the victims. Amy reminds him that this isn't the right way to deal with things and talks him down. Before the Doctor can get Jex back over the boundary, the Gunslinger appears behind him ready to kill. The scientist addresses the cyborg by its original name Kahler-Tek; having remembered the names of all the test subjects. He pleads with Tek that he has changed, but the cyborg doesn't relent and opens fire. Isaac, however, steps in the path of the blast to save his friend. He is gravely wounded. With his last breath, he makes the Doctor the new Marshal and tells him to protect the town. A distraught Doctor sends Jex back to his cell (ordering the townsfolk to keep him safe). He confronts Tek, saying this must end. The cyborg agrees and offers a final ultimatum; hand over Jex by noon tomorrow or everyone will be killed. As the Gunslinger departs, a shocked Amy exclaims that the Doctor is now the Marshal of the town; he retorts "and you're the deputy." Night comes, and the Doctor wonders what he should do, as the undertaker gives him a cup of coffee. If Isaac thought the Doctor was good enough to be Marshal, the undertaker has complete faith in him. However, he begins taking measurements again before the Doctor sends him away. The preacher comes into the Marshal's office and greets the Doctor, along with Amy and Rory. He tells them to come outside as there is a lynch mob arriving. On the preacher's suggestion, the Doctor grabs the gun and holster, putting them on. They go outside to greet the mob. They tell the Doctor that he should go for a walk; when he returns, Jex will be gone and he won't need to feel guilty. However, the Doctor tells them that it would betray the town's principles and Isaac's sacrifice. They again explain that they are only concerned for their families; a boy aims a gun at the Doctor. The Doctor asks him if he really has the courage to pull the trigger, eventually talking him and the mob down. Once the mob leaves, the Doctor returns to the cells to talk with Jex, who also tries to goad him into handing him over to Tek. The Doctor tells him that he won't. Sensing how conflicted the Doctor is, Jex says it would be so much easier if he was just one thing, instead of two; the mad scientist or the benevolent doctor. Finding Jex's attempt to goad him amusing, the Doctor says it's a pretty clever idea on how to make up for all the lives that he took, being the town's doctor. However, it's not up to Jex to decide when his debt to society is paid. Jex then explains that he fears dying. Kahler religion says that once he dies, he must climb a mountain, carrying the souls of all those whom he wronged in life; Jex cries that Isaac, his only friend in Mercy, will be added to his load. The Doctor slightly sympathises. The Doctor decides to call the Gunslinger to a duel instead of handing Jex over the next day. Facing the cyborg with his sonic screwdriver, he uses it to produce a high-pitched frequency that shatters glass and disorients the Gunslinger. The Doctor takes advantage of his confusion and runs off, as the Gunslinger fires random shots. The townspeople, who had used make-up to copy Jex's facial marks that the Gunslinger uses to ID Jex, run about to cause confusion. As part of the Doctor's plan, Jex uses the confusion to escape town and head for his ship. Back in town, the Gunslinger searches for Jex, breaking into the church and frightening the patrons. Catching sight of a little girl, the Gunslinger lowers his weapon and leaves. Tired of his automatic targeting falling for the Doctor's trick, the Gunslinger switches to manual, finding the Doctor hiding near by. The Doctor tells him that Jex has gone, enraging the Gunslinger. Jex calls from his ship explaining that if he fled to another planet, the Gunslinger would follow him and put others in danger once more. Jex tries to make peace with Tek, asking him about his home town and how sorry he is for the terrible things he did. Jex then activates his ship's self-destruct and kills himself, something the Gunslinger sees as honourable. Because the Gunslinger sees himself as nothing more than a weapon of war, he prepares to self-destruct a safe distance in the desert. However, the Doctor tells him that while he may have built as a weapon of war, he can now protect the peace instead. Later, the Doctor has brought the TARDIS to Mercy to collect the electronics Jex left behind, not wanting to damage history. He asks Amy and Rory if they'd like to find out what happened to the monkeys and dogs that were sent into space during the 50s and 60s. However, they tell him it's time they went back home as their friends might start to notice that they age faster (due to the time they spend away with the Doctor). He complies and they board the TARDIS. The Doctor tests to see if he can draw faster than someone before entering himself. The woman narrates again, saying that Mercy was already used to the strange and unexplainable. The woman says that her great grandmother must have been a little girl at the time, as the little girl from the church is seen walking off a short distance from the town. The woman goes on to explain that Mercy has never had any kind of official law enforcer since then, but the residents never seem to worry, as if they have a secret protector. The little girl looks off at a hill, where the Gunslinger is standing. Gazing into the distance, a close up of the Gunslinger shows that the Doctor has made him the new Marshal. Kahler-Tek smiles and begins his watch over the town of Mercy. In July, Amy and Rory return home after a trip with the Doctor. They have been gone long enough that much of the food in their refrigerator has spoiled, their dirty laundry is pungent, and 59 messages have accumulated in their answering machine. After realising that they lead two lives, their life with the Doctor and their everyday life, Amy and Rory conclude that they should choose one to stick with; but then are whisked away on another adventure with the Doctor. After returning home, the couple settle back into routine. Life with the Doctor is mad, wonderful and exciting because there's always something interesting around the corner (even if, occasionally, this new discovery then tries killing you); every day life on Earth is rather, well, dull, predictable and uninteresting. Every time that Amy and Rory go away with the Doctor, they become a part of his life; however, he has never stuck around long enough to become a part of theirs; until now. As Amy and Rory sleep, a mysterious black cube materialises in their room. They're awoken the next morning by Rory's father, Brian, who gets them to notice that many black cubes are filling the streets. They go outside and find the Doctor examining a cube in the park right across the street; "Invasion of the small cubes. Got to admit, didn't see that one coming." Several news reports show that the cubes are all over the world, and every specialist in the unusual and alien are trying to figure out what the cubes are. Some speculate that this could be the most clever marketing campaign ever. In the meantime, the Doctor and his family examine the cubes in the TARDIS, which he has moved into Amy and Rory's flat. Brian makes several possible guesses as to what the cubes could be, such as spaceships, bombs, hardrives, and pieces of a puzzle; impressed, the Doctor congratulates Brian on being very thorough with his theories. Instructing Brian to watch the cubes for any activity, the Doctor takes some equipment from the TARDIS, planning to turn the Ponds' kitchen into a makeshift lab. Rory goes to dress for work, surprising the Doctor; Amy reminds him his scrubs are in the lounge. Amy asks what he thinks they're doing when not travelling with him; the Doctor retorts, "mostly kissing, I guess". Setting up his equipment, the Doctor learns Amy now writes for a travel magazine, having given up her modelling job, and that Rory works part-time at a hospital. Amy explains that she can't settle on a job as she's always waiting for him to show up; she then adds that including present day years and the time in the TARDIS, she guesses they've travelled for over a decade. As they continue talking, a UNIT strike team breaks into the flat, bringing a trouser-less Rory into the kitchen with them. Amy jokes about being envious of Rory's situation. A woman named Kate Stewart walks in and apologises for the rudeness of the UNIT soldiers; "all this muscle and they still don't know how to knock." She uses a device to X-ray the Doctor and confirm his identity; from UNIT's reports, the Doctor has two hearts and has a strange dress sense. Kate goes on to explain that a spike in artron energy tipped them off to his presence. They need the Doctor's expertise to deal with alien threats they haven't dealt with. She continues, saying that they've tried destroying the cubes by several means; the cubes survived plus and minus 200 Celsius, simulated five miles of water depth, being dropped out of a helicopter at 10,000 feet, and being rolled over by their best tank. (No human means can destroy the cubes.) The Doctor decides that the best thing to do is observe the cubes. After UNIT departs, the Doctor watches the cubes with Amy and Rory, but quickly becomes bored; three days, and NOTHING has happened. Needing to be constantly busy or risk the loss of his sanity, the Doctor performs several different tasks; he paints the Ponds' fence, practices with a football, and vacuums their flat. Seeing that it only took him an hour to do these things, the Doctor prepares to go off and have a few adventures to restore his sanity. Finding Brian hasn't moved since he ordered him to watch the cubes, the Doctor instructs him along with Amy and Rory to continue monitoring them; if they need him, they know his phone number. He also reassures them, by explaining the TARDIS will have access to all news channels in this time period as well. As time goes on, Amy and Rory live their normal lives, taking on commitments. In October, Amy promises to be a bridesmaid at her friend Laura's future wedding, while Rory agrees to work full time at the hospital. Both tell each other what they did, finding it a bit odd as they're so used to travelling with the Doctor. In the meantime, Brian has been keeping a log; he watches the cube when he's awake and records it when he's asleep. Rory mocks him for near-religiously following the Doctor's orders, but Brian remains adamant and continues his log. At this time, the cubes have become part of every day life, being used for multiple different tasks. During December, Rory deals with a repeat patient while a small girl appears to be possessed by her cube. An old man is in his room, waiting to be given his medication and discharged as an orderly enters, asking if he needs anything. He says no as a second enters; the old man asks this orderly to have the other leave. Despite his protests that he doesn't need help, the orderlies try subduing him. In the middle of his struggle, he removes one of their masks, revealing their inhuman nature. As the old man screams, the little girl (who had also entered the room) looks on with an expressionless face. During the Ponds' anniversary, 26 June Amy phones the Doctor, wondering where he is; she's left several messages. He arrives with a bouquet just as she finishes her call, telling her to collect Rory as he has a present for them. He takes Amy and Rory with him to the Savoy Hotel's opening night in 1890 as his anniversary gift to them. However, despite his promise that nothing would go wrong, they ended up having to stop Zygons, who had replaced half the staff, from trying to remove their spaceship from underneath the hotel. They continued to go on several trips, during which Amy accidentally married Henry VIII. Eventually, the Doctor takes them back home to finish their anniversary with friends and family. Brian, noticing that Amy and Rory are wearing different clothes from before they left with the Doctor, asks him how long they've been gone. Explaining that it's been seven weeks, the Doctor is asked what happened to all his previous companions. With a look of regret, the Doctor explains that some of them have left willingly or he purposely left them behind, and very few have died. However, he promises Brian that he will do everything he can to make sure Amy and Rory don't die while travelling with him. Admitting to Amy that he misses them, the Doctor asks if he can stay with her and Rory. During July, exactly one year after the cubes appeared, Brian prepares to take a nap while his camera records for him; the cube spins slightly after he closes his eyes. Noticing this, he tricks it into thinking he's asleep, catching it spinning. At the Ponds' flat, Rory sees a cube open on the side opposite of him. He tries to see what's inside of it, only to have the device toy with him and open on sides he can't see. Amy sees one glow and touches it, only for it to prick her hand with needles and take her pulse. Playing a tennis game on the Ponds' Wii, the Doctor sees a cube float in front of the screen; he dismisses it at first, but realises the severity of what's happening. He threatens that if the ones who created it wish to harm humanity, he will defend them to his last breath; it fires a laser, forcing him to flee into the hall. Brian arrives just as everyone meets and talks over each about what their cubes are doing. The Doctor looks back to see that his cube surfed the web and that there are news reports saying that some of the cubes have caused injuries all around the world. Rory is called in to assist with those injured in the area; Brian goes with to offer any assistance he can. The Doctor discovers a message on his psychic paper, telling him to go to the Tower of London, which houses one of UNIT's bases. Kate explains that several of the cubes captured by them each display only one unique function; some harmful ones are spewing fire or causing mood swings, while the harmless ones do things such as playing the "Chicken Dance" in an endless loop. He sets a computer to look for the source of the signal activating the cubes. Noticing that Kate is beginning to panic, the Doctor tells her not to despair as her dad didn't. Kate is left shocked as how the Doctor figured out her identity; she's the daughter of his old friend, the Brigadier. He questions her as to why she dropped "Lethbridge" from her name, learning she did so to not get any favours from those in UNIT who knew the Brig. Kate explains that her dad taught her everything he could and that, in the words of his old friend, "Science leads", explaining why she took the position of Head of Scientific Research. The Doctor smiles. Suddenly, the cubes become inactive after 47 minutes. The Doctor is left confused and goes outside, complaining about the lack of ventilation underground bases have. At the hospital, Rory sends Brian to retrieve some medical supplies he needs to treat patients. Not knowing where the supplies are, Brian asks the two "orderlies" for some help. However, they ignore him. Brian continues to ask for help, seemingly annoying them as they turn around with sedatives in hand. Brian is left shocked. Outside the Tower, the Doctor and Amy debate the merit of travelling the way they do; Amy considers it "running away" and the Doctor considers it "running to"; he travels to see whatever the universe holds before it's gone forever. During their conversation, the Doctor realises the cubes acted out to gain attention and scan the entire planet. The power at UNIT goes out, and the cubes start a countdown from seven. At zero, the cubes open but contain nothing. Moments pass when around the world, people start going into cardiac arrest with the Doctor experiencing heart failure with one heart. The program he set earlier to find the source of the cubes comes up on the screen, revealing seven different sources; the nearest being the hospital where Rory works. He and Amy leave for the hospital. At the hospital, Rory is searching for Brian. Seeing him being wheeled into an out-of-order lift by the false orderlies, Rory follows only to find it empty. Touching the wall in the lift, Rory finds it now houses a portal; it takes him to an alien ship, which houses patients that have been kidnapped over the entire year. The two orderlies close in on him with sedatives. The Doctor and Amy arrive at the hospital, looking for both Rory and Brian along with the source of the cubes' signal. He discovers the little girl with the active cube and reveals her to be a simple android overseeing the entire operation. The Doctor shuts her down with the sonic screwdriver, but collapses in pain as one heart is not enough to keep him alive. Amy quickly grabs a defibrillator and, despite his protests, manages to restart the Doctor's other heart. The Doctor dances with joy, thanking Amy; however, he then orders her to "never do that again." Tracing the signal, they discover the same out-of-order lift and use the portal it to reach the alien ship. The Doctor explains that the ship exists outside of the universe, and they travelled through a wormhole. They find Rory unconscious and quickly wake him. The Doctor disables the orderlies while ordering Amy and Rory to return everyone that was kidnapped through the portal. The Doctor examines the monitors, discovering that seven ships are using seven portals to reach earth. A humanoid appears on the other side of the monitors. Amy and Rory return, confused by the sight of him. The Doctor explains it's one of the Shakri, who are told of in Gallifreyan lengends as, in the Doctor's words, the "pest controllers of the universe". The Shakri consider humanity to be a plague that must not spread, hence why they've chosen to start killing them; the blackouts were caused by the cubes sucking up electricity to exterminate 1/3 of humanity. The Doctor says that humans have done more good than harm, and he is willing to defend them regardless of what the Shakri believe. With a smug smile, the humanoid announces a second wave of cubes will be soon unleashed on Earth, before vanishing. Amy is left confused as to what happened. The Doctor explains it was simply a hologram produced by the ship; similar to an "interactive propaganda poster". Fiddling with the controls, the Doctor takes control of the cubes already on Earth; he manages to reverse the damage done by the cubes, restarting the hearts of everyone killed by the Shakri. However, as a downside, this task has created a backlash of energy that will blow up the ship. The Doctor, Amy and Rory flee to the portal, barely managing to get back to the hospital. After having dinner with Amy, Rory and Brian, the Doctor prepares to take off for solo adventures again. However, Brian encourages Amy and Rory to return to being the Doctor's full-time companions; travelling with the Doctor gives them the chance to save the world and make it better. The Doctor agrees, even offering Brian a place in the TARDIS. However, Brian turns down the generous offer, saying that someone has to stay behind and water the plants. The Doctor and the Ponds board the TARDIS and shut the door. Amy narrates, saying, "So that was the year of the slow invasion, when the Earth got cubed, and the Doctor came to stay. It was also when we realised something the Shakri never understood. What cubed actually means. The power of three." Art collector and mob boss, Julius Grayle, has hired private detective Sam Garner, but wonders if Sam believes the reason he has been hired — and that statues can move. Sam simply says he believes what he's told to believe, as long as he's paid. Grayle sends detective Garner to Winter Quay, an apartment building "where the statues live". Once Garner leaves for the Quay, Grayle looks out his office window, and notices one of two statues standing outside his mansion has disappeared when he wasn't looking. When Garner arrives at Winter Quay, he notices the residents of the Quay and the surrounding apartment buildings watching his arrival with dread. A little girl sees him from the window of a building across from the Quay, mimicking weeping. He ignores her and enters the Quay, unaware as a Weeping Angel sitting on a plinth near the building awakening as he enters. Garner enters a room in Winter Quay that has his name on it, unaware of the Angels stalking him through the building. He encounters an elderly version of himself, who warns him that "they" are going to send him back in time now that he is there. Garner is then attacked by the Weeping Angels. He manages to avoid them, as something large is heard approaching Winter Quay from outside. When he finds the Angels have blocked the stairwell, Garner is forced onto the roof. He comes face to face with the snarling Statue of Liberty, revealed to be a Weeping Angel of gigantic size. As he succumbs to his fate, someone is writing about Garner's demise on a typewriter. In 2012 New York City, the Eleventh Doctor, Amy Pond and Rory Williams are having a picnic in Central Park. Amy is annoyed by the Doctor's habit of reading his pulp paperback novel, Melody Malone: Private Detective in Old New York Town, out loud. He in turn is perturbed by Amy's use of reading glasses. The Doctor tells Amy that he doesn't like her glasses because they make her eyes look "all liney". After taking Amy's glasses off, he realises that the lines are minor wrinkles in her skin. He tells her that her eyes look better with the glasses. Amy then starts arguing with the Doctor about how she looks, asking Rory (who is a safe distance away from his wife) if there are lines around her eyes. Rory claims he never noticed them, walking back to his wife, who happily kisses him. Rory goes off to get more coffee for them as Amy tells the Doctor to tell her a story. The Doctor is amused she has changed her mind. The Doctor tears out the last page, telling Amy that he hates endings. The story will never end now, for him. On Rory's way back, he hears the sound of children giggling, as a small statue under Angel of the Waters disappears. As Rory passes an archway and enters a darkened terrace, the giggling gets closer and closer. In the meantime, the Doctor's book says Melody saw a thin man appear on 3 April 1938, and followed him until he noticed her. The Doctor is shocked by what the thin man says to Melody: "I was just getting coffee for the Doctor and Amy. Hello, River." "Hello, Dad," River Song replies. The Doctor and Amy run to the TARDIS, while in 1938, Rory questions River about how he got there. River tells him she has no idea, but he better put his hands up; armed men are surrounding them. In the meantime, the Doctor and Amy have boarded the TARDIS as Amy continues reading from the book, which has River saying the TARDIS cannot land in New York during this time because of several time distortions. Comparing it to trying to land a plane in a blizzard, she says even she couldn't do it. An annoyed Doctor attempts to land the TARDIS, but it is bounced back to 2012 New York by a wall of temporal energy. Landing in a cemetery, the Doctor tells Amy to stop reading ahead in the book because reading the events written in it causes them to become fixed in time. However, Amy has read that River and Rory have been taken to Grayle's mansion (406 94th Street, Manhattan), where River comments on the mob boss's taste in Qin artefacts. Hearing this, the Doctor figures out how to get "landing lights". Going back to 221 BC, he leaves a message on one of the vases: "Yowzah!" (in period Chinese). As River is led into Grayle's office, Rory is placed in the basement with "the babies". Grayle tells River that "they" are everywhere, but no one seems to notice. He then shows her the prize of his collection: a chained and damaged Weeping Angel. River says she's met them before, and that the Angel is screaming out in pain to its comrades; this is why Grayle has so many locks on his doors. However, Grayle quickly turns the tables on River by briefly turning off the lights long enough for the shackled Angel to grab her wrist. Grayle demands to know everything River knows about the Angels. In the meantime, Rory has been tossed in the dark basement and given a box of matches by the guard, who tells him that he'll last longer with them. Left alone in darkness, Rory hears the giggling again, scaring him into lighting a match. He comes across several stone cherubs, and during the time Rory takes to light another match after the first one has gone out, the cherubs move closer and begin to attack him. He repeatedly lights the matches, but they keep extinguishing. Down to one match, Rory watches as a cherub that got close to him blows it out. Above, as Grayle attempts to threaten River, she hears the TARDIS trying to materialise and tells her captor that he'd better watch out when her husband gets home. With a shockwave, the TARDIS lands, knocking Grayle out. In the TARDIS, the Doctor is busy fixing his hair for his wife, annoying Amy. Once done, they depart and find River. He asks her how Stormcage is, only to learn that she was pardoned years earlier in her timeline, because her alleged victim, the Doctor, apparently never existed. She has received a posting as a professor of archaeology. The Doctor tells River they either have to break her wrist or the Angel's to get her free. Unfortunately, Amy read ahead again and knows that River breaks her wrist to get free, so it's the only way now. However, Amy has a brilliant idea to know what's ahead without details or spoilers: they read the chapter titles. Reading one, Amy learns where Rory is and rushes off. After she does, the Doctor reads the table of contents and sees the last chapter is called "Amelia's Last Farewell". An upset Doctor then angrily leaves River to find a way to escape the Angel's grip without breaking her wrist. Amy checks the basement, only to find Rory gone. She returns to the Doctor, who is now sitting on the stairs, deep in thought. River emerges from the collection room with her scanner, saying that Rory is at Winter Quay, having only been moved in space, rather than time. The Doctor is delighted to see River didn't have to break her wrist to get free. As he grabs her hand however, River grimaces in pain, revealing that she did indeed break it. He heals her hand with a little of his regeneration energy, and is scolded by River for wasting the energy. Amy asks River why the Doctor is in a bad mood and River subtly says they should never let the Doctor see them age. They then commandeer one of the mob's cars and drive off to get Rory. However, they leave the doors open, which the two statues outside seem to see. As Grayle comes to, he finds the statues are now inside the mansion. He tries escaping, only to get trapped. The Doctor, Amy and River arrive at Winter Quay, where Rory has been exploring on his own. They find him on exactly the same floor where Sam Garner arrived. At the end of the hall is a Weeping Angel. The way out is blocked. Rory discovers a room marked "R. Williams" and enters with Amy. River and the Doctor linger, only to see the Angel is smiling. Inside the room is an old man who calls to Amy and is revealed to be Rory's future self. Amy holds the older Rory's hand as he passes away. As the group discuss the situation, the Doctor explains that Winter Quay is a "battery farm" for the Weeping Angels to keep their victims imprisoned in and to send them back in time over and over. He also sadly informs Rory that their meeting with the elder Rory means the Angels will send Rory back in time and keep him imprisoned in the Quay until he dies, as they've seen. Amy won't be sent with him, explaining why the older Rory was so pleased to see her. Rory decides to defy this. If the Angels aren't able to catch him, he won't die there. However, the Doctor notes that Rory will have to run for his entire life then. River then realises that if Rory escapes, the subsequent negation of the timeline in which the Angels trapped Rory at Winter Quay will create a paradox, which will in turn poison the time energy the Angels feed on and kill them. Something large is heard approaching Winter Quay, forcing the group to decide that Rory and River's plan will work. Amy and Rory run out, but the Doctor and River are forced back into the room by two Weeping Angels. Amy and Rory enter the stairway, seeing an Angel is blocking the way out downwards. Thus, they climb up to the roof, where they are confronted by the snarling Statue of Liberty. Back inside, the Doctor causes a distraction that allows him and River to escape the Angels via the fire escape. Back on the roof, Rory sees the only way out is to jump and commit suicide, thereby preventing the Angels from sending him back in time to become the aged Rory who just died, creating a paradox which would kill the Angels and keep him from having been sent back. Amy tries talking him out of it, but Rory defends the idea by reminding her that he has died and come back to life numerous times before. Amy decides to jump with Rory just as the Doctor and River reach the roof. Before the Doctor can stop Amy or Rory, the two jump from the roof, and embrace as they fall to their deaths. The paradox Rory's death has created then begins to take effect. The group awake back in the cemetery in 2012 New York with the TARDIS, relieved to be alive, and the Doctor happily explains that Winter Quay's negation from the timeline by the paradox meant that they never went there in the first place. Rory complains that when they came to New York, he wanted to go to a pub. The Doctor decides they can all do that; a family outing. However, as everyone boards the TARDIS, Rory notices a gravestone with his name on it, and immediately vanishes; a surviving Angel has sneaked up behind Rory and sent him back in time, and the group notice that Rory's gravestone now reads that he was 82 years of age when he died. The Doctor explains to a distraught Amy that he cannot go back for Rory; creating another paradox in New York will destroy the city. Amy asks the Doctor if she would end up in the same time and place as Rory if the Angel touched her, of which he cannot be certain. River, however, encourages her mother, believing her plan to be sound. Despite the Doctor's attempts to talk Amy out of it, his mother-in-law approaches the Angel. Amy holds her daughter's hand behind herself and addressing her by her birth name, Melody, tells her to take care of the Doctor. The Doctor tells Amy that by doing this, she will have created a fixed point in time and he will never see her and Rory again, but Amy assures the Doctor that she will be fine and live with Rory. The Doctor, in tears, begs her to come back into the TARDIS. Amy turns, crying, to the Doctor, and says, "Raggedy Man, goodbye," as the Angel sends her back with Rory. The Doctor sobs in agony as Rory's gravestone now also reads Amy's name and that she died aged 87. In the TARDIS, River comforts the Doctor, knowing that he can never see Amy and Rory again. The Doctor apologises to River, as Amy and Rory were her parents. River says that it's okay, and strictly reminds the Doctor not to travel alone. He then asks her to travel with him and River says she'd be more than willing to share adventures with him, but not all the time; "one psychopath per TARDIS." Heading up to a room to begin writing the book, River tells the Doctor that while he may not listen to her, he may listen to Amy. After giving her the story for publishing, she'll make sure Amy leaves a message for him in the book's afterword. The Doctor remembers that he tore out the last page from the book and rushes back to Central Park immediately after their picnic. The Doctor grabs the page and reads Amy's message: "Afterword, by Amelia Williams. Hello, old friend, and here we are. You and me, on the last page. By the time you read these words, Rory and I will be long gone, so know that we lived well, and were very happy. And, above all else, know that we will love you, always. Sometimes, I do worry about you though; I think, once we're gone, you won't be coming back here for a while, and you might be alone, which you should never be. Don't be alone, Doctor." Amy has just one more request from her "Raggedy Doctor"; to go back to her seven-year-old self sitting in the garden and tell her a story: "And do one more thing for me: there's a little girl, waiting in a garden; she's going to wait a long while, so shes going to need a lot of hope. Go to her. Tell her a story. Tell her that, if she's patient, the days are coming that she'll never forget. Tell her she'll go to sea and fight pirates, she'll fall in love with a man who'll wait two thousand years to keep her safe. Tell her she'll give hope to the greatest painter who ever lived, and save a whale in outer space." The Doctor appears to honour Amy's request as young Amelia is seen waiting for him in the garden and looks up as the sound of the TARDIS is heard; as this happens, Amy finishes the story by narrating "Tell her: This is the story of Amelia Pond — and this is how it ends." It is winter in 1842. Children are playing outside. Standing away from the others is a little boy building a snowman. A woman asks him if he'd like to play with the other children. He says that he doesn't need anyone else. The woman tells a man that he's always so alone, and that it's unhealthy. As they leave, he says that he doesn't want to talk to them because they are silly. To his surprise, the snowman he is building repeats this. He runs away as it tells him not to believe anyone else. He starts to walk back to it and it tells him that it can help him. He asks it how. Fifty years later, Walter Simeon is overseeing men as they carefully scrape snow from snowmen into glass jars. The jars are loaded into a carriage where they are driven to Walter Simeon's institute. Doctor Simeon carries one of the jars up to a large glass sphere filled with snow. He tells it that the last of the arrivals have been sampled. The same voice from the snowman speaks from within the sphere, saying the swarm is approaching, and that as humanity celebrates, it will end. It asks if the final piece is ready, and Doctor Simeon says it's in hand. The voice asks how he will keep his secrets from getting out of the men who helped him. Doctor Simeon says it's been taken care of. He says he promised to feed them. Back at the work site, one of the men says that he doesn't see any food. Doctor Simeon says he does, and as the men look around, the snowmen rise up. Simeon coldly says "I promised to feed you, but I didn't say who to." At an inn called the Rose & Crown, a barmaid walks outside with a tray. She is surprised to see a snowman standing there that wasn't there before. She asks the Eleventh Doctor, who is walking past, if he built it. The Doctor says he didn't, and walks away, but stops when she tells him that it just appeared out of nowhere. He walks back and walks around the snowman, inspecting it. He says he wonders if the snow can remember how to build a snowman, which the maid thinks is silly. She makes the Doctor smile. He asks her what her name is. She says it is Clara, which he says is a nice name. He walks away, leaving her somewhat annoyed in the alley with the snowman. Clara sees the Doctor leave in a carriage and runs after it, managing to climb onto it. In the Doctor's carriage (which is being driven by Strax), he talks to Vastra through a phone built into the roof. She insists that he should resume his previous life of investigating unusual and strange occurrences. Speaking in the third person, the Doctor tells Vastra that he is retired. At that very moment, Clara opens a hatch on the roof and pops her head inside, shocking the Doctor. She asks "Doctor who?" That same night, Vastra and Jenny confront Dr Simeon. Despite their attempts at getting him to reveal his plan, Simeon remains unfazed, even after unveiling Vastra and seeing her true face, commenting she may have been the inspiration for Sherlock Holmes and that they make an odd couple. Jenny defends herself and Vastra by saying that unlike them, Dr Simeon hasn't married. He scoffs at this and leaves, assured they cannot stop him. However, Vastra says that there is one person who can, making Simeon slightly uneasy. He quickly locks Clara in the carriage, infuriating her. As she yells to be let out, the Doctor examines the mysterious alien snow; he asks Strax what he would look for next after finding something new in the world that he's never seen before. Strax answers "a grenade", obviously not amusing the Doctor. He orders the Sontaran to get a memory worm to erase Clara's memory. They open the door of the carriage and explain to Clara that they'll be erasing her memory of them. Strax mistakenly calls Clara a male, which the Doctor cynically jokes is because Sontarans have trouble remembering there's more than one gender. Waiting, the Doctor sees Strax return without the worm, making him realise he forgot to wear the protective gauntlets; it erased the last hour of Strax's memory. With the worm now under the carriage, the Doctor has Strax retrieve it. However, the Sontaran forgot to wear the gauntlets again and now thinks he's been run over. Highly amused, Clara passes the gauntlets to the Doctor, who shoves the memory worm into a jar. Clara questions him about the snowman; one suddenly arises out of the snow. The Doctor asks Clara if she was thinking about it, which she admits to. Several more arise from the snow and begin snarling at them. The Doctor explains that the snow was sentient and mirroring the thoughts of people around it.The Doctor orders Clara to picture them melting. The Doctor explains he cannot erase her memory now as it would make her forget how to defend herself. He warns her to not follow, and forget him. The Doctor sends her away in Strax's carriage but Clara sneaks off without Strax. Following the Doctor, Clara sees him pull a ladder out of nowhere in the park and climb up it. After letting the Doctor get a few minutes ahead to avoid him noticing her, Clara mimics his actions and pulls the ladder down. She climbs up to a platform, which should be easily seen by people passing by; she waves and says hello to people, but they don't notice her. She continues onward, climbing a hidden staircase in the sky reaching up into the clouds. Clara then sees the TARDIS. Clara knocks on the door and hides at the side of the TARDIS just as the Doctor pops his head out, saying, "Hello?" As the Doctor follows the sides of the TARDIS, Clara sneaks down the stairs. The Doctor hears her footsteps. The Doctor picks up a piece of cloth that dropped from Clara's dress as she sneaks away which he then smells. He sees her running down the same staircase which led up to the cloud, but dismisses her, still determined to stay out of what is happening on Earth. The next day, Christmas Eve, Clara heads for her second job as governess to "Franny" and Digby Latimer, children to Captain Latimer, under the alias "Miss Montague". Captain Latimer explains that he is having trouble connecting with his children and hopes Miss Montague can get through to them; Franny also seems troubled. She greets them, and at their request, performs her "secret voice" (which is her real one). The children express how much they like her over their last governess, who drowned in their pond last year. Dr Simeon pays an unexpected visit to the Latimer home, showing interest in the pond. This disturbs Clara, who thinks the Doctor may be of some use. Clara goes back to the park, but can't get the ladder down, forcing her to call up to the Doctor. Jenny, watching with other confused patrons, takes her to Madame Vastra. Clara is slightly disturbed at the sight of her, but remains calm. Vastra explains what she is drinking isn't red wine and that Clara had better be truthful. Jenny explains that Vastra will ask questions and Clara must answer them with one word only; Vastra believes the truth can be said in one word while lies were a string of them. Though their meeting, Vastra tells Clara that the Doctor once saved many lives, but suffered a loss so great that it forced him to retire. She then says that she will give the Doctor a message, but just one word; Clara thinks carefully about what one to say. In his darkened TARDIS, the Doctor is reading a book while wearing Amy's reading glasses. He receives a call from Vastra who explains Clara came to her and passed the "One Word Test". Unamused, the Doctor asks why she's called, hearing that Clara has said the one word that could get the Doctor to come and save the world again; "Pond". The Doctor takes off his glasses and stares at them for a moment, finally deciding to investigate what was happening. Dressing in an outfit he previously wore in his fourth incarnation, the Doctor goes to Dr Simeon's institute, pretending to be Sherlock Holmes. Greeting Simeon, the Doctor uses his sonic screwdriver to lock the doors of Simeon's office to prevent interruption. After examining the large glass sphere and seeing a newspaper article about a governess who drowned in a pond, the Doctor realises why Clara used that word to warn him of the danger. Simeon's servants manage to break down the doors, distracting him long enough for the Doctor to discretely make his exit. The Doctor arrives at the Latimer home and examines the pond where the woman drowned. The Doctor claims he's not investigating, saying, "Who do you think I am?" to which Strax replies, "Sherlock Holmes." He sends the Sontaran away saying, "You're not clever, and you've got tiny little legs," just as he notices Clara waving at him through a window and decides to go and visit her. Clara is telling Franny and Digby a bed-time story about the Doctor, claiming that all he ever does, all day, is to keep children from having bad dreams. However, Franny pokes a hole in her story, saying that she's been having bad dreams about their previous governess. Clara quickly says that the Doctor has been on vacation, and has just got back. The door opens and she begins to introduce the Doctor only to see the reincarnation of the previous governess to the Latimer family (created from her genetic sample), the Ice Governess. She attacks them, intending to discipline the children as she believes they have been very naughty. Clara quickly locks them in a playroom for safety. The Ice Governess breaks in and all seems lost until a puppet (operated by the Doctor) destroys her with the sonic. The Doctor notices a mirror which shows him that he's wearing a bow tie now, something he hasn't done in a while. Clara realises the temperature of the room has dropped, noting that, "It's cooler." The Doctor thinks she is complimenting his bow tie, replying, "Bow ties are cool." The Ice Governess begins to reform, so the Doctor, Clara and the children escape downstairs, meeting Captain Latimer. The Doctor hastily explains his presence in the house by claiming that he is Clara's "gentleman friend" and they had been upstairs kissing. Meanwhile, Dr Simeon arrives and activates a device outside the Latimer property, causing snow to fall on the frozen pond; ice begins to accumulate in the middle. Vastra, Strax and Jenny arrive, trapping the Ice Governess behind a force field. Strax then says Captain Latimer's office is a strategic place to make their stand and everyone hurries inside. After explaining Simeon's plan, which is to use the Ice Governess as a template to evolve the snowmen into an army of ice for Simeon to conquer Earth with, the Doctor orders everyone to stay in Latimer's office. However, Clara disobeys and kisses him in the hallway. After recovering from the surprise, he confronts Dr Simeon at the front door. Simeon warns the Doctor they have five minutes to give him the Ice Governess. The Doctor seizes an umbrella and used his sonic screwdriver to deactivate the force field that trapped the Ice Governess. He and Clara sprint up the stairs towards the roof. At one point, Clara grabs the Doctor's hand and takes the lead, which the Doctor is unused to since he is usually the one who does the hand grabbing. The Ice Governess follows. Clara quickly realises why the Doctor led them up to the roof and uses the umbrella he took from downstairs to pull down the ladder that led up to the spiral staircase; the wind had moved the cloud the TARDIS was parked on. They run up the staircase with the Ice Governess in pursuit. The Doctor explains that they are drawing the Ice Governess away from the power that is constantly reviving her; once far enough away, they can destroy the creature and lock her remains away in a container that the signal can't get through. After reaching the Doctor's cloud, the Doctor shows Clara the inside of the TARDIS, which has changed since Amy and Rory left. He expects Clara to say that it's bigger on the inside like everyone else, but instead she says, "It's smaller on the outside," which the Doctor notes is a first. Clara then asked if there is a kitchen on board, mentioning that she likes making soufflés, a remark which catches the Doctor's attention. The Doctor then gives Clara a key to the TARDIS, having decided to take her with him. However, just after taking the key, Clara is grabbed by the Ice Governess. Clara and the Ice Governess topple off the cloud on to the Latimer lawn below; the Ice Governess is shattered, and Clara critically injured. The Doctor uses the TARDIS to get Clara's body into Latimer's office where Strax uses alien technology (the same used to bring him back after the Battle of Demons Run) to revive her. However, Clara's injuries are more fatal than Strax' were, leaving her in a dying state. The Doctor asks Clara if she would travel with him and she agrees. He then storms out to face Simeon, and his snowmen, brandishing a box which he claims contains the Ice Governess' shattered remains. He tells Simeon he'd "see [him] at the office", using the TARDIS to take himself and Vastra to Simeon's institute. Vastra wonders if the Doctor is making a bargain with the universe and the Doctor says that the Universe owes him for all the times he has saved it, hoping that if he saves the world, the universe will allow Clara to live. The Doctor and Vastra meet Simeon in his office and the Doctor reveals that the giant snow globe is actually a reflection of Simeon himself. Simeon explains that the snow had spoken to him as a child when he was building a snowman, and the Doctor informs him that he had accidentally started putting all of his deepest, darkest thoughts and feelings into the snow, making it as intelligent as it was fifty years later. Although Simeon is shocked to learn that he was the reason the snow globe was sentient, this doesn't stop him from attempting to continue his plan. He grabs the box containing the Ice Governess remains from the Doctor. When he opens it, however, he finds the memory worm instead. It bites him, erasing all the memories of his adult life. However, the snow globe explains that the plan will still go through; the Doctor is now perplexed as to how this can be as it is a reflection of Simeon's dark side. The snow globe explains that the "dream had outlived the dreamer", zapping Simeon with electricity. Without the memories the worm erased, there was plenty of room for the entity; Simeon is now its puppet, rather than the other way around. After hurling Vastra aside, the possessed Simeon attacks the Doctor but then pulls back in apparent pain as the snow in the globe turns to rain. Simeon perishes as the entity is defeated, and the Doctor says that all the snow at the Latimer house was mirroring the grief of the Latimers as Clara drew closer to death. Rushing back to the house, the Doctor learns that Clara won't make it and that she has moments only. He spends Clara's last moments with her, then she passes away, which completely devastates the Doctor. Before she passes away however, Clara murmurs words that another version of her had said once before: "Run you clever boy. And remember." Now back in his state of grief and self-loathing, the Doctor attends Clara's funeral. Vastra hands the Doctor a card for Simeon's institute, which reveals the entity was the Great Intelligence. However, while the name rings a bell, the Doctor has trouble remembering when he met it before. He then goes to Clara's grave. He is stunned when he reads her full name: Clara Oswin Oswald. The Doctor remembers that name from the woman he had met in the Dalek Asylum, who went by the name Oswin Oswald and also enjoyed making soufflés (having not noticed the connection before since he never saw her human face). This leaves the Doctor greatly confused; someone has died twice in completely different lives in time and space. Elated, he realises that there is another version of his new companion and that there is a chance of meeting her again. Eager at solving the mystery of the woman who has died twice and reuniting with Clara, the overjoyed Doctor runs off. Jenny wonders why the Doctor is suddenly so happy. Vastra remarks that "maybe the universe does make bargains after all." Decades later, the cemetery has long ago ceased to be maintained. Tall weeds have taken over, and many of the gravestones are neglected; Clara's remains legible but is well-worn. Another Clara, identical in appearance to Clara Oswald and Oswin Oswald, walks through the brush ahead of her friend. As she nears Clara Oswald's gravestone, her friend begs her to leave because she thinks the graveyard is creepy. Standing above her doppelgänger's corpse, Clara confidently dismisses her friend's phobia, asserting, "I don't believe in ghosts." Back in the TARDIS, the Doctor is now hell-bent on finding Clara and making her his new companion. Flipping switches on the console, the Doctor yells, "Clara! Oswin! Oswald!" and pulls up a picture of Clara from 1892 on the TARDIS scanner. Then he exclaims, "Watch me run!" Nabile warns anyone listening about the dangers of the Wi-Fi. He shows a placard with some odd symbols, and warns not to connect to any networks with writing like it. If you do, you may get chosen. And people who get chosen die within 24 hours. At least temporarily — their souls live on, trapped. Sometimes you can hear their cries, "I don't know where I am!" on the radio, on the telly, or on the net. Nabile says that he knows this because, "I don't know where I am." He's trapped in a screen, surrounded by a wall of other victims who are all calling out in fear and confusion, "I don't know where I am!" In Cumbria in 1207, a monk named Paul pounds on the doors to an abbey, calling to wake the Abbot because "the bells of Saint John are ringing." As they head into a cave, Paul asks the Abbot why they call the Doctor "the Mad Monk". The Abbot informs him that they should not, as the man is hardly a monk. They give their message to the Eleventh Doctor, who asks for a horse. As he goes to prepare, the monks discuss the painting in his room of "the woman twice dead", and her last message: "Run you clever boy, and remember." The Abbot observes that if the Doctor is mad, this is his madness. In London in 2013, it is 3:30pm and Clara Oswald is having trouble with connecting her computer to the internet. She tells Angie that she's been ringing the help line but they haven't answered. George comes through on his way out, saying that the adverts to replace Clara are in. Clara catches sight of the book that Artie has, Summer Falls, by Amelia Williams. He tells her he's on chapter 10. She replies that, "Eleven is the best. You'll cry your eyes out." They head out, and Clara chants "pick it up, pick it up" as she goes upstairs to her computer and continues to try the help line. Back in 1207, the Doctor and the monks arrive to find the TARDIS police box telephone, next to the St John's ambulance sticker, ringing. A very confused Doctor picks up the phone, to be told that the caller can't find the Internet. The Doctor slowly realises that the caller is in modern-day London. Clara was given his number by a "woman in the shop", and told that "it's the best helpline out there. In the universe, she said." The Doctor starts to explain he's not actually a help line, but gives up and asks if she's tried clicking on the Wi-Fi button. She first tries the Maitland_Family link, but needs the password from Angie, who gives her a mnemonic to remember it. She mutters the phrase aloud on the phone as she enters it. "Run you clever boy and remember." The Doctor recognises her voice and the phrase, and shouts, spoiling her concentration. She puts in the wrong password. She goes back to the screen this time choosing the open network with the strange symbols. Other lines of symbols appear on her computer, and Clara's room appears in a wall of little screens showing people. Clara runs out of screen to answer her frantically ringing doorbell. The Doctor, outside the house and still in his Monk's robes, greets her in excitement. "Clara Oswin Oswald?" Revealing that Oswin's not part of her name, Clara states that she doesn't remember him. "Doctor who?" He asks her to repeat herself, twice, and tells her that he never realised how much he enjoyed hearing that said out loud. Clara takes that moment to close the door in his face, locking it. She pauses on the stairs as he continues to pound on the door. The wall of little screens is in a dark room full of computers and people, where an analyst approaches his superior. Alexei calls Clara borderline, meaning she's "very clever, but no computer skills". Miss Kizlet tells him to "upload" her anyway, and "splice" her a computer skills package. He responds that he'll activate the Spoonheads, which Kizlet complained were called "servers". As she returns to her office, Kizlet discusses him with Mahler, then decides that they should probably kill him, but only after he gets back from holiday — "let's not be unreasonable." Mahler is worried that they're uploading too many people too quickly, that they'll get noticed. She tries to comfort him, calling this "immortality, only fatal". She then picks up a tablet with his name and picture, and sliders marked conscience, paranoia, obedience and IQ. She lowers the conscience slider, and he backs down. Mahler then realises that she hacked him, as reflected by his rising paranoia slider. He voices his concerns, to which Miss Kizlet coolly asks, "Because you changed your mind?" and lowers the paranoia until he's walked out of the office. Back with Clara, the Doctor begs to be let in. Clara talks to him once more, during which he states that he was in the area "with his mobile phone", indicating the TARDIS as he says this. When asked why, he says, "Because it's a surprisingly accurate description." Clara cuts him off again and turns to go back upstairs. Suddenly, she hears footsteps. A little girl walks down the stairs. Clara asks if she's a friend of Angie's, and the girl repeats just that. When asked what she was doing upstairs, the girl replies that she was upstairs. Clara thinks she recognises her — and the girl repeats, "You know me, don't you?" Clara realises that the girl is from the cover of Summer Falls, the book that Artie had. The girl's head turns around revealing a spoon-like indentation in the back of her head. Clara backs away, scared. In the TARDIS, the Doctor decides that a change of clothes is in order, since "monks are not cool." He tries on a fez, then drops a tweed jacket in favour of a new purple one. With new clothes on, the Doctor opens up a compartment below the control room, and takes out a fancy box with a bow tie in it. He walks out of the TARDIS, excited to make a better impression. He asks her to let him in through the intercom, but she instead responds, "I don't know where I am!" Using his sonic screwdriver, the Doctor enters the house, and finds Clara lying on the floor, unconscious. If she's not moving though, how can he can still hear her cries? Looking up, he realises that her voice is coming from the Spoonhead; Clara's face can now be seen in the indentation. He uses his screwdriver on the little girl and it reveals the true form of the Spoonhead, a walking robotic base station. The upload halts and the Doctor thinks aloud that it is "hoovering up data. Hoovering up people." It used a camouflage based on its victim's thoughts. He quickly scans with the screwdriver, and finds Clara's laptop upstairs. He grabs it and brings it back downstairs. He begins to reverse the upload on the computer, fighting hard not to lose Clara again. At the secret base, Alexei is working on Clara's acquisition when an alarm goes off. He, Mahler and Kizlet find that the download metre for Clara has halted and is going down rapidly. They marvel and Mahler reveals that such a reverse is possible, in theory. Alexei is typing rapidly, apparently attempting to block the reversal, but the Doctor prevails and the bar goes all the way down to zero. A pause, and then the Spoonhead transmits a pillar of light that returns to Clara. The Doctor checks her pulse. At Kizlet's office, they find that their hacker has left a message: "UNDER MY PROTECTION - The Doctor." She shoos Mahler out, to contact her client. "Sir. The one you told me about. He's here. The Doctor is here." In Clara's room, the Doctor is tidying up. He takes out Jammie Dodgers, half-eating one and leaving it on the plate. He then leaves the room. Waking up from her sleep, she pokes out the window, and the Doctor, outside guarding her, recounts everything that she'd missed. Clara reveals that she is a friend of the family who live in the house, and she looks after the children — similar to the "governess" role that her Victorian copy held. When Clara makes a tech-savvy joke about Twitter, they realise that she has gained greater knowledge of computers as a result of being partially uploaded. The duo spot another Spoonhead, presumably sent to re-upload Clara, before all the lights in the neighbourhood switch on. The Doctor realises that the residents are being compelled to do so via the Wi-Fi. The lights in the rest of London go off, and the Doctor and Clara see an aeroplane that is plummeting towards them. He rushes her into the TARDIS and they quickly travel aboard the plane, where the confused Clara watches the Doctor managing to pull the plane out of its dive and revive the crew and passengers, who had been rendered unconscious via the Wi-Fi. The Doctor and Clara travel forward to the next morning, and travel on a motorbike to a local café, where Clara uses her laptop to hack into the organisation's webcams. She then searches for the staff on social network sites, where they have all detailed their work location — the Shard. In the café, the Doctor talks to several people who are being controlled remotely by Kizlet while Clara is re-uploaded by a Spoonhead replica of the Doctor. Upon realising what occurred, the Doctor sets off for the Shard on his motorbike and uses its anti-gravity setting to scale the building and crashes into Kizlet's office. He tells her to download Clara from the data cloud. Kizlet states this is only possible if everyone else in the cloud is downloaded too and only a small percentage will survive and the rest would simply die after being reloaded back into their bodies. He says he knows, and tells her to download everyone to release them from 'hell'. She refuses, so the Doctor finds a clever way to motivate her. As his head spins around, Kizlet realises that this is not actually the Doctor but a Spoonhead. It is then revealed that the real Doctor is still at the café and has reprogrammed the Spoonhead, saying, "You hack people. Me, I'm old-fashioned. I hack technology." The Spoonhead uploads Kizlet. Experiencing the fear that her prior victims felt, she then from a TV screen orders Mahler to download everyone. They initially do not, but the Doctor has the Spoonhead use Miss Kizlet's tablet to hack Mahler into obedience. They download everybody from the cloud. Clara wakes up at the café to find the Doctor gone. Later, as UNIT troops begin to take over the base, Kizlet reports a failure to the organisation's leader, who is revealed to be the Great Intelligence — appearing via a large wall-mounted video screen. The Intelligence identifies UNIT as being "old friends" of the Doctor, and orders her to restore the members of the organisation to their "factory settings", stating "It is time for you to reduce." As a result, all the organisation members' memories after being inducted are wiped, with Miss Kizlet revealed to have been aiding the Great Intelligence for most of her life — she now has the mentality of a scared child. Clara and the Doctor then talk inside the TARDIS, where the Doctor invites her to travel with him. She declines, but tells him to come back the next day to ask her again. She leaves, and the Doctor says, "Right then, Clara Oswald. Time to find out who you are." The wind blows autumn leaves and a wooden gate closes. One large, reddish-orange leaf rattles on the tree. A young man with dark hair, dressed in a suit, fumbles with an unfolded map as he walks down a pavement. The Doctor peers out from behind a copy of The Beano Summer Special 1981. The young man looks around in confusion when suddenly a leaf falls from the tree into his face. He stumbles into the street and the path of an oncoming car, but is pulled aside by a beautiful young woman. She asks if he is all right and he smiles. Some time later, the two are sharing an umbrella and stumble up to a doorway in laughter. He pulls out the leaf and she asks why he kept it. He explains that "this precise leaf had to grow in that precise way, in that precise place, so that precise wind could tear it from that precise branch, and make it fly into this precise face at that exact moment. And if just one of those tiny little things had never happened, I'd never have met you. Which makes this the most important leaf in human history." They kiss; the Doctor frowns and walks away in the rain. Later, baby Clara is held by her father. While playing as a toddler, Clara's mother shows Clara her book, 101 Places to See. The Doctor is hit in the face by a football. He pops up with his hands in a defensive gesture as Clara's mother asks if he's all right. Among other things, he says that's he's possibly a touch embarrassed and seriously asks if that's dangerous. Clara's father brings her over and she's introduced. A teenage Clara, holding her mother's book, stands with her father in mourning over the gravestone for "Ellie Oswald, beloved wife and mother, born 11th September 1960, died 5 March 2005" . The Doctor watches and returns to the TARDIS. He reviews her file on the scanner; he's been investigating her past to make sure she's just a human girl. He declares, "She's not possible." Clara is sitting on the stairway outside her home with her book. She hears the TARDIS land, the door open, and she smiles and jumps up as the doorbell rings. In the TARDIS console room, she asks about the nature of time ("not made of strawberries"), and if the TARDIS can go anywhere ("within reason"). The Doctor asks her where she wants to go, and she freezes, admitting that the breadth of options makes it difficult to think of one. The Doctor prompts her until she smiles and says she wants to see "something awesome". The Doctor walks her out of the TARDIS, with her eyes closed, into the light of an alien sun. He bids her open her eyes so that he can welcome her to the Rings of Akhaten. A golden pyramid comes into view. It is the Pyramid of the Rings of Akhaten, a holy site for the Sun-singers of Akhet. This is a system of seven worlds, orbiting the same star, and they believe that all life in the universe originated on Akhaten. Clara asks to go to it. They wander an alien market. The Doctor says that most of the people around are local species, and points out some: some Pan-Babylonians, a Lugalirakush, some Eukanians, a Hooloovoo and an Ultramanta. He does a ritual greeting with a Terraberserker of the Cadonian Belt, mentioning that they're not common. He says he forgot how much he liked it there — he'd been there a long time ago with his granddaughter. Clara's a bit shocked at this, but the Doctor's moving fast. She runs after him and he presents her with a glowing blue fruit. She takes a bite as he scans it with his screwdriver. She shakes her head at the taste. The place is crowded because of the Festival of Offerings, and a creature comes up to Clara, barking and growling at her. The Doctor returns, barking himself to communicate, and introduces Dor'een to Clara. Dor'een had been asking if they want to rent a moped. Clara asks what it costs and the Doctor explains that they don't use money, here. They use objects of sentimental value as currency. "Psychometry. Objects psychically imprinted with their history." She dislikes the idea, thinking it's terrible to have to give up something important to you in trade. The Doctor says it's better than bits of paper, so she says that he should pay, as someone who's a thousand years old should have something that he cares about. The Doctor pulls out his sonic screwdriver, then shakes his head and puts it back. Clara turns her back for a moment, then goes looking for him. A little girl, wearing crimson robes, bumps into her and runs off. Shortly afterwards, two men wearing similar robes, presumably monks of the religious order of that system, ask Clara if she'd seen the Queen of Years. Clara shrugs and they search on. Clara goes to look for the young girl, and finds her in the back corridors. The girl runs, and Clara slowly follows. They startle each other and laugh. The girl says she's hiding and is confused and sceptical that Clara doesn't know her. The girl says she needs help to hide, and Clara knows the perfect box. Three men wearing black uniforms with brass buttons and facial masks appear and start whispering, calling out for the girl. Clara takes the little girl to the TARDIS and tries to open the doors, but they are locked. She rattles the doors a bit, then states that the blue box just doesn't like her. Clara gets a little angry, but she forgets it when the little girl ducks behind the TARDIS. She tells Clara that her name is Merry Galel, and she's the Queen of Years. She was chosen to become this as a baby, when the previous Queen died. She knows every story, poem, legend, and song of their culture. She's scared because she has to sing a special song to their god to keep him from waking. Clara tells her that everyone's scared when they're little. She had been scared of being lost, until she'd gotten lost once. Her mom found her and took her home, and told her that no matter how lost she was, her mom would always find her. Afterwards, Clara was many times scared, but never of being lost. Merry believes Clara when she tells her she'll get the song right, and Clara takes her back to the men in red robes who were looking for her. The Doctor comes up, eating the glowing blue fruit. In a room in the pyramid, a man in red robes sings to a mummy. He switches out with the Chorister. Clara and the Doctor arrive to view a ceremony. The Doctor shushes Clara when she tries to ask if they're supposed to be there. There is some grumbling, then silence as Merry looks at Clara before she begins to sing a duet with the man in the pyramid. The Doctor reads the program and tells Clara that they're signing the Long Song, a lullaby to keep the Old God, or Grandfather, asleep. There has been a Chorister singing this endless song for generations. Others in the audience hold up offerings, gifts of sentimental value, to feed the Old God. The viewers, including the Doctor, join in the song. The Chorister in the pyramid falters, and they all stop singing, looking around in confusion. The Chorister raises his hood and continues. The ground shakes at the pyramid and in the viewing room, and a golden energy seizes Merry and starts moving her towards the pyramid. She screams and Clara asks if anyone is going to help her. She follows the Doctor, who is already leaving, saying he can't just walk away because Clara talked Merry into doing this. He replies: "Listen, there is one thing you need to know about travelling with me. Well, one thing, apart from the blue box and the two hearts. We don't walk away." He walks up to Dor'een, barking, then pats his pockets and looks back to Clara. He tells her he needs something. She's confused, saying that he must have something himself. He pulls out the screwdriver, saying, "I don't want to give it away because it comes in handy." She looks down and quietly takes her mother's ring from her hand and hands it over. They take the moped and fly it out to the glowing ball carrying Merry. Clara almost takes her hand, but the little girl flies into the pyramid. Clara and the Doctor land at a doorway protected by a frequency-modulated acoustic lock. He says that he really can't open it, as it changes too quickly, but he'll try anyway. The Chorister continues to sing. Merry walks closer, saying that she doesn't know what to do. She screams. The Doctor manages to open the door, but it's very difficult and heavy to hold up. As Merry won't leave, the Doctor is unable to do anything other than hold the door up. Merry won't leave, as she believes that it is her fault the Old God is waking, and she doesn't believe Clara any more because Clara was wrong. Now the Old God will eat their souls. She telekinetically pins Clara to the glass around the Old God, and then says that he doesn't want Clara, he wants her, but if the others don't leave the God will eat them too. The Doctor says they're never going to leave, then hums a bar and lets go of the door. Clara asks if they've just been locked in with the soul-eating monster, and the Doctor says yes. The Chorister is still trying to sing the god back to sleep, and the Doctor advises he run. He stops, and declares that the Long Song has ended with him. He presses a button on his wrist band and teleports away. The mummy begins to move, and the Doctor tells Merry that they didn't wake him, he woke because it was time to wake up. He tells Merry that she was intended as a sacrifice for the monster, because if she's going to do this voluntarily she should know why. He tells her a story about how she is unique and he believes that her sacrifice would be a waste. Merry lets Clara go and they begin to run. The Vigil appear, and Merry says it is their job to feed her to the Old God. They knock the Doctor and Clara unconscious and lead her to the mummy. Clara rouses first and gets the screwdriver to the Doctor. He holds off the Vigil with the screwdriver. Merry sings the secret song, opening another door. They run, but Clara goes back for the Doctor. He holds back the Vigil again as the mummy breaks the glass, and a beam of light shoots from him into the planet. The Vigil disappear, and the Doctor says they're gone because Grandfather is awake and they're no longer needed. He declares that he's made a tactical mistake. He thought that the Old God and Grandfather were the same thing (the Mummy), but "it was just Grandfather's alarm clock". Akhaten itself is the Old God. Merry declares that the entity will eat everyone in the system and then continue across the stars. Clara and the Doctor talk about going somewhere else but she knows he's going to stay to fight it. He sends Clara off to save Merry, and turns to confront the planet. Clara returns Merry to the viewing room. Merry wants to help, so she stands and begins singing a new song. The Doctor smiles, and begins to tell a story to the Old God, a story about the people singing to him, and about the things that the Doctor is and knows. His intention is to overwhelm it with his life experience. The planet begins to recede. The Doctor slumps to the ground. The entity eats but swirls back again. Clara takes the moped back. She asks if it's still hungry, then feeds it the most important leaf in human history, which is full of her mother's lost life, a whole future that never happened. The entity feeds on the infinite possibilities represented by the leaf. The Doctor, reviving, declares that he must be full, as infinity is too much, even for his appetite. The planet recedes again, this time seemingly asleep for good. The Doctor returns Clara to her home. She realises that she'd seen him at her mother's grave. He confesses that she reminds him of someone he knew, someone who died. He gives her back her mother's ring, saying the people that she had saved wanted her to have it back. She leaves the TARDIS. It is the North Pole, in the year 1983. Aboard a Soviet submarine, a warning repeats that the "signal is genuine." Captain Zhukov and Lieutenant Stepashin use their keys to prime an ICBM launch. They prepare to fire, but are interrupted by the entrance of Professor Grisenko, singing Ultravox's "Vienna". The Captain reports the drill has been abandoned. Stepashin says they must run it again, to which the Captain says, "Tomorrow." The Captain then asks the Professor about the "specimen", wondering if it's a mammoth. In the hold, the crewman in charge of the specimen muses that they are supposed to wait till the crew arrives back in Moscow to thaw the specimen out. However, he uses a blowtorch to thaw the block of ice, until he is grabbed by a claw that emerges from the ice. Havoc erupts on the submarine. The hull has been breached and crew members are being attacked by a green armoured figure. The TARDIS materialises in the midst of the chaos. As the Captain orders the sub to be brought to the surface, the Eleventh Doctor and Clara are thrown across the bridge. Clara concludes that they are not in Las Vegas, as they expected to be. The Captain asks who they are, while being informed by a crew member that the main turbines aren't responding. The Doctor tells them their only chance to survive is to use the lateral thrusters in order to land on a ridge, which will prevent them from dropping further. The captain then orders the crew to do this. Crew members search the Doctor and Clara, confiscating a number of items from his pockets, including a doll, a ball of yarn and his sonic screwdriver. Unexpectedly, the TARDIS suddenly dematerialises. Clara falls into a puddle after a jolt rocks the sub, temporarily losing consciousness. When she wakes up, the Doctor and the Captain are arguing; the Doctor defends his and Clara's arrival as a coincidence. Seeing that he must calm Zhukov, the Doctor decides "okay, no psychic paper, no pretending to be an Earth ambassador" and explains the two of them are time travellers, using the fact the TARDIS appeared from nowhere as proof. They are interrupted by a raspy noise coming from behind the Doctor. He initially thinks it's gas, but turns around to find the green armoured figure. The professor explains it came out of block of ice he believed held a mammoth. A shocked Doctor tells him it's an Ice Warrior. Zhukov calls it a monster, but the Doctor tells him Ice Warriors are soldiers that demand respect. He goes on to explain the ice Warrior is lashing out in confusion after being frozen for, as the professor explains, 5,000 years. The Doctor asks the warrior for his name, to which is replies Grand Marshall Skaldak; the Doctor is shocked to hear the name of this Ice Warrior. Stepashin sneaks up behind Skaldak and knocks him out with a cattle prod. The Doctor berates Stepashin, telling them Skaldak is the greatest warrior ever produced by the Ice Warriors. He warns the crew that their only option now is to "lock him up." Now in chains, Skaldak asks Onegin if he has been asleep for 5,000 years. The crewman confirms that this is what the Professor said. Skaldak signals for his brothers to save him. In Zhukov's quarters, the Doctor explains that the Ice Warriors are native Martian reptiles that built suits to survive when Mars became too cold for them. A design flaw is that a sudden increase of heat will knock them out, hence why the cattle prod worked; the Doctor always wondered why this has never been addressed. Skaldak was one of the Ice Warriors' finest, being honoured so much that his enemies would carve his name into their own flesh before death. Clara is shocked to hear this. However, Stepashin is not willing to believe in "little green men", instead stubbornly believes that the Doctor and Clara are western spies and that Skaldak is a Western weapon, a survival suit; he believes Moscow must be told so that they can retaliate. Zhukov only finds him annoying, ordering Stepashin to resume repair work on the submarine. The Doctor tells the Captain that if they had done nothing, Skaldak would have ignored them. However, one of their men attacked him: "Harm one and you harm us all" is the Martian code; "Skaldak will rain down Hell just for laying a glove on him." The Doctor points to the headphones on the Professor's Walkman, where he can hear the sound of "Hungry Like the Wolf" being modulated by Skaldak's distress call. He says that he is the only one who can talk to Skaldak, but the Captain is unwilling to risk his only source of knowledge. It can't be the Captain, as Skaldak will be able to tell he's an enemy soldier. The Captain points out the Doctor seems like one as well. As it can't be the Captain, any of his men, or the Doctor, Clara declares that she's the only choice. The Doctor protests, but prepares Clara for the task. Clara approaches the restrained Skaldak, with the Doctor coaching her through an audio link. She salutes him and recites a ritual greeting, followed by more of the Doctor's words, before her light goes out. The Grand Marshall speaks to the Doctor directly, and tells a story of singing the songs of the Red Snow with his daughter (who is now long dead). The Doctor attempts to calm Skaldak by explaining that the Ice Warriors are still alive, but "scattered all across the universe". However, Skaldak refuses to believe him, stating that no help will come for him. Clara has been inching forward. She realises something is wrong, discovering that the armour they have chained is now empty. Skaldak has left it. Skaldak says that it is time he studied his enemies, and swears to retaliate. The Doctor tells Clara to get out of there and begins to rush to her, but the Captain pulls a handgun on him, thinking the Doctor was cooperating with Skaldak. The Doctor tells him he's never seen one do this before; he then adds that he's never seen one out of his shell before. The Captain accepts this and lets him go. The Professor says it should be more vulnerable without armour, but the Doctor says it will be more dangerous - to an Ice Warrior, leaving its armour is one of the most dishonourable things it can do. He runs for Clara, who hears hissing and sees Skaldak rush by as she tries to open the hatch. The others reach her and the Doctor pulls her through. She asks him how she did. The Doctor says it wasn't a test, but she did great. Grisenko reports that the signal has stopped. The Doctor says Skaldak has given up hope of rescue and now has nothing left to lose. Due to the Ice Warriors living beyond the solar system, the signal is taking longer to reach them; however, Skaldak does not know this, instead believing he is the last of his kind. The Captain is sceptical about what the Martian could do, until the Doctor points out that they're sitting on a large number of nuclear weapons. He says it couldn't be any worse, just before the submarine slips a little further down the incline and more water pours in. Skaldak stalks Stepashin, who is making repairs. Stepashin pulls his gun, but he is facing the wrong direction. He feels spindly, three fingered hands grab him by the shoulder and top of the head. Skaldak learns about the Cold War and the theory of mutually assured destruction from Stepashin, who wants to gain an ally to fight Western aggression. The Captain addresses the crew. The reactor is drowned, they only have battery power, and they're running out of air. They still have a mission, however. They need to stop the Grand Marshall before he gains control of any of the missiles. They are all that stands between him and the destruction of the world. Clara learns from the Doctor that time can be changed, and even if the world previously didn't end in 1983, it can now. The Captain tells him that they have twelve men, but they can't find Stepashin. They decide to split up and look for him, with a team to guard the bridge; when the Captain questions the idea, the Doctor retorts "it's either that, or wait here for him to kill us all." Grisenko turns up with the sonic screwdriver and the doll and gives them back to the Doctor, who is quite happy to have them both. They begin the search. As the Doctor scans, Clara asks Grisenko why they have a cattle prod on board, and is told that it's for polar bears. The Professor tells her to have courage, and says he sings a song to stay brave. He asks if she knows "Hungry Like the Wolf". She refuses to sing, comparing it to a musical number in Pinocchio. There are alarms and some echoes as the Doctor tinkers. He says it's the pressure, and Grisenko begins to sing, trying to persuade Clara to join him. Onegin asks Belevich if he thinks it's truly a Martian. Onegin thinks they'll be heroes for discovering that there is other life out there in the universe, not just humanity. As Belevich replies, Skaldak silently grabs Onegin. Screams echo, and the Doctor, Clara, and Grisenko arrive to find the two torn apart. The Professor calls Skaldak a savage, but the Doctor explains that he is studying the humans for physical weaknesses. They continue the search, but Clara is slow to follow. Scanning for Skaldak's location, the Doctor gets a fix and tells Clara to stay with the professor. Clara agrees to do so. The Doctor is momentarily confused by her willingness to follow his instruction (unlike most of his companions), then continues onward. Clara confesses to Grisenko that she was bothered by the bodies. The Captain realises that Skaldak is in the walls, thus avoiding attention. The Doctor finds Stepashin's body, feeling sorrow for him when he notices a photo of a woman in Stepashin's wallet. He then spots Skaldak moving above him. He follows. The Professor tries to distract Clara from worrying about the noises she is hearing. He keeps questioning her, but she continues staring around, barely answering. He very seriously demands to know about the future — specifically, if Ultravox will split up. She breaks out into laughter, then gasps as Skaldak grabs her head. Grisenko produces a gun and shoots several times. Skaldak lets her go and grabs him. Clara pleads with Skaldak to let Grisenko go as the Doctor runs up. The Grand Marshall declares that they attacked him. By Martian law, this means that the people of this world are forfeit; he now has the information he requires to begin the destruction. He only needs one missile to trigger the exchange. With his people dead and dust, there is nothing left for him but revenge. Skaldak signals his armour, and the helmet flips up. The Doctor tells him that there is one thing left: mercy. The Captain enters with a crewman, threatening violence in defence of the Earth. The Doctor says they're negotiating, not fighting. The Captain replies that they will negotiate from a position of strength, and aims his rifle. Skaldak comments, "Excellent tactical thinking," but goes on to explain his position isn't as strong as he thinks. The armour has been summoned by Martian sonic technology. He releases the Professor and enters his armour. They open fire, but the Doctor stops them. Skaldak vows to create a new red planet from the blood of humanity. The Doctor follows him. Skaldak extrudes probes from the gloves of his armour into the targeting computers. Text flows, lights change and locks shift. The missile tubes open. The others arrive and the Captain says that the warheads are being armed. The Doctor asks him to wait, asking where the honour is in killing billions of innocent people. He continues to appeal to Skaldak's better nature, but seemingly to no effect. As Skaldak reaches for the button, he declares himself as a Time Lord, with his own sonic technology. If he needs to, he will blow up the sub and everyone on it to avoid starting the nuclear exchange. The Martian mutters, "mutually assured destruction," and turns back to the button, as the Doctor lifts the sonic screwdriver. The Doctor taunts him to look into his eyes, and Skaldak removes his helmet, asking which of them will blink first. Clara asks Skaldak why he showed compassion earlier, further asking about his daughter and when they had sung the songs of the Red Snow. The submarine suddenly begins to vibrate. Skaldak declares that his people live and have come for him. The Captain says that they are rising. A spaceship raises the submarine to the surface in a beam of cloudy white light. The Doctor pleads with Skaldak to just go in peace. Another beam hits Skaldak and he disappears. Clara says they did it, but the Doctor checks the console, which is still armed. One pulse from the Martian ship could launch the missiles. He holds up the sonic screwdriver, wincing and repeating that he'll destroy them if he must. Frightened, Clara begins to quietly sing "Hungry Like the Wolf". The missiles disarm. Clara hugs the Doctor, before straightening herself. "Saved the world, then," she says. "That's what we do." The Doctor, the Captain, the Professor, and Clara go up top and get a look at the Martian ship. Clara asks the Doctor what happened to the TARDIS. The Doctor sheepishly confesses that, while tinkering, he reset the HADS, which he hasn't used in a very long time. He says it's bound to turn up, as the sonic starts buzzing. The TARDIS has gone to the pole, the South Pole. Embarrassed, he asks the Captain for a lift, and they all laugh. The Doctor salutes the Ice Warrior ship with an arm across his chest as it zooms off. "Caliburn House. Night four. November 25th, 1974. 11:04 pm." Professor Alec Palmer and his assistant Emma Grayling are attempting to contact an apparition haunting Caliburn House. Emma is a psychic, and uses her gifts to gain the attention of the "ghost". They are interrupted by knocking at the front door, and open it to find the Eleventh Doctor and Clara. The Doctor tells Alec that he is looking for a ghost and Clara claims that they are "Ghostbusters". The Doctor claims to be from "the Ministry", and knows who Alec and Emma are. Photographs taken by the professor show the same figure in the same pose throughout the history of Caliburn House. The Doctor and Clara search the house, as a strange creature stalks them through it. Loud knocking is heard, which is said to be associated with the "Witch of the Well". The Doctor returns with Clara to the TARDIS and takes a series of photographs of the "ghost" throughout Earth's timeline. Upset at seeing Earth become a lifeless rock, Clara believes that she is nothing more than a ghost to the Doctor, because as a time traveller he has been to a time when she is long dead. He tells her that she is "the only mystery worth solving". The Doctor uses his photographs to explain that the "ghost" is in fact a time traveller called Hila Tacorien, who is trapped in a pocket universe in the process of collapsing and being chased by an unknown creature. The Doctor uses a crystal from Metebelis III to enhance Emma's thoughts and use them to create a portal to the pocket universe, a reality "well". He goes to rescue Hila, who escapes, but is trapped in the pocket universe with the monster after Emma collapses. As the professor encourages Emma to try again - finally admitting he loves her - Clara returns to the TARDIS, and after a brief argument with the voice interface (which appears as herself, much to her annoyance), manages to break into the pocket universe and rescue the Doctor from the creature. The next morning in conversation with Emma, the Doctor reveals that he brought Clara to Caliburn House in order to see Emma, not the ghost. He asks what she senses about Clara, but Emma reports nothing unusual about her. As the Doctor and Clara are preparing to leave, the Doctor inadvertently reveals that Hila is Emma and Alec's future descendant. Alec and Emma are in love, and the Doctor advises them to "hold hands, and don't let go". Then the Doctor realises that the creature in the pocket universe has been trying to return to another creature in the house. He then states that every lonely monster needs a companion, and explains to Clara that the two creatures have been separated through time and space and certain events, and are yearning to be with one another. He describes this as not a "ghost story" but a "love story". He then returns to the pocket universe, where he reconciles with the monster to bring it back in the exact same manner as before. The android Tricky is polishing a part inside the Van Baalen Bros. salvage ship when the system alerts him and Bram that there is salvage to be verified. Tricky says there is something "tasty" in range of the magno grab; on their scanner screen is the TARDIS in flight. Bram believes that it's just space junk, but his brother Gregor wants to go for it, anyway; believing it may hold some equipment worth value. They suit up. Meanwhile, the Eleventh Doctor insists Clara should bond with the TARDIS, to help the two get over this adversity that it feels towards her. She flatly refuses to talk to a piece of machinery. He gets her to agree to try flying it, and to make it easier, he puts it into Basic Mode; she is momentarily insulted, believing it's because she's a girl and not because she's human. She flips some levers and suddenly, the ship shudders, losing then regaining power, and the music that the Van Baalen ship had been playing starts to play. The scanner screen cracks and shudders, and the Doctor starts to work the controls more frantically. He can't get the shields up, and the salvage ship's magno-grab nearly has them. The Doctor forces a lever up, and something in the TARDIS console explodes, throwing them both back. Clara asks him to tell her that there's a button he can press to fix it. He says, "Oh, yes, big, friendly button." Clara asks if he's lying to make her feel better, and he is. A hand-sized metal object rolls towards Clara, who picks it up. It burns her right hand, and she drops it. The machinery of the salvage ship pulls the TARDIS into a bay, and, believing it to be a derelict escape pod, the brothers attempt to cut into it, but are unsuccessful. Tricky's bionic eyes pick up signs of a living being — a pair of shoes sticking out from under the wreckage, which belong to the Doctor. They withdraw, ashamed that they have just killed someone; Gregor tells the other two keep quiet about this, and that the story will be that the occupant was dead when they found it. The Doctor pops in, saying it's not polite to whisper. Bram contends that they found his ship adrift. The Doctor immediately corrects him. An illegal magno-grab broke his ship. He shows them that he found the remote to the magno-grab in Gregor's pocket. The Doctor goes on to explain that the TARDIS would have been able to deflect the magnet normally, but since it was in Basic Mode to help teach Clara, the shields were not up - "dammit!" Mentioning Clara, the Doctor realises that she is still inside, so he bolts for the TARDIS. Tricky stops him, telling him that the fuel is leaking and poisonous fumes would have likely done Clara in. The Doctor spots respirators, then talks the salvage crew into going with him, promising the salvage of a lifetime within the ship. Gregor agrees to open the doors for a split second to pull Clara out, but the Doctor tells him that it won't be that simple, opening the doors. Inside the TARDIS, the Cloister Bell sounds. Clara awakens in a corridor, having been knocked unconscious. She checks the hand that was burned. Coming to a door with a red light, she debates opening it. She regrets deciding to do so, as flames gush out. She runs down the corridor to escape. Moving around the TARDIS, Clara hears a growling noise. She takes refuge in a storage room containing a cot and a small model of a police box, along with an umbrella with a bamboo handle used by one of the Doctor's past lives. In the console room, the Doctor is amused by the reaction of the others to the size of the TARDIS; he explains to them that the TARDIS is infinite and thus bigger than any ship the trio can imagine. He uses fans to vent the gas and smoke from the room. As they all take off their respirators, he tells the others that he needs them to help find Clara. They initially refuse, but he tells them he has activated the TARDIS self-destruct. Locking the doors so they can't leave, he informs them that the "salvage of a lifetime" he referred to was not the ship, but Clara. To avoid the source of the growling noise, Clara runs through the TARDIS, passing by the swimming pool and observatory. Finding herself in the library, Clara can't help but muse "that's just showing off." She goes to a large book entitled The History of the Time War. Flipping through a few pages, she pauses and reads something, muttering to herself "So that's who." She then hears the growling noise again, and hides behind a bookshelf. She knocks over some glass containers labelled Encyclopedia Gallifreya, which spills liquid that release recorded words. The source of the growling - a dark, "zombie-like" creature - runs past her. Her hand continues to ache from the burn, but she sees the burn marks slowly resolving into letters. In the corridors, Gregor manages to get the Doctor agree to having the four of them split up to find Clara; however, he goes back on his word by telling Bram to go start taking the console apart, while the Doctor and Tricky search for Clara. During the search, Gregor's scanner finds something of such value that it cannot have a price put on it, and is described as everything he could possible want; he enters the room containing this prize, finding glowing orbs attached to cables forming a makeshift tree. Gregor goes to detach one of the orbs, but is caught by the Doctor, who tells him not to do so. When asked what the room does, the Doctor explains it's Arch recon; it reorganises matter according to his wishes. Gregor ignores him and takes an orb, causing flashing lights and a loud screech; the Doctor warns that he can feel a full-on temper tantrum coming from the TARDIS. Gregor laughs him off, but finds the door is gone; the Doctor explains that the TARDIS will not relinquish her genetic material. Amused, Gregor prepares to blow up the wall, only to find the wall is gone and the door is back; "what's the matter TARDIS, afraid to fight me?" In the meantime, Clara is being followed by another bizarre creature that is miming her movements. She eventually flees into the control room, which locks the creature out; grateful, Clara kisses the console. However, she then finds that the exit to the outside is non-existent, effectively trapping her. In the corridors, Gregor finds that they have been walking in circles. The Doctor explains that the TARDIS is smarter that Gregor is giving it credit for; it knows Gregor can break down any walls it puts up, so it looped his path instead to keep him from escaping with the orb. Seeing that he's in over his head, Gregor calls Bram, telling him to abort the salvage as the TARDIS is alive; however, Bram ignores him, proceeding down a robe ladder from the console room. His back touches the time rotor along the way, burning him and making him lose his grip. Bram falls into a corridor, where another creature attacks and burns him to death by touching him. The trio race to find him, finding Bram's charged corpse; Gregor flees, leaving Tricky with the Doctor. The Doctor and Tricky reach the console room, which he explains is an echo created by the TARDIS to save its passengers; Tricky was allowed in because of his empathy for it. The Doctor realises Clara is in another echo of the console room. Gregor enters demanding to be lead out of the TARDIS, but the Doctor confiscates his scanner, using it to detect Clara and pull her through a portal into their echo room; luckily, he managed to save her before another zombie creature could burn her. Gregor demands the Doctor end the countdown; the Doctor, though revealing the self-destruct was a ruse to get their cooperation, finds the TARDIS engines have become unstable, thanks to a deadly time rift caused by the magno-grab. They must go to the engine room by way of the Eye of Harmony to prevent it from exploding. En route, Tricky's shoulder is impaled by a pole busting out of the engine; to his surprise, Gregor refuses to cut off his arm to save him. The Doctor scans Tricky with the sonic screwdriver, telling him that while his eyes and voice box are artificial, he is actually human. Gregor shows Tricky the logo on their suits, making him realise they are brothers; he goes on to explain an accident killed their father and severely injured Tricky, leaving him with amnesia and needing implants to regain his sight and voice. Gregor made Tricky believe he was an android as both entertainment and to take the captaincy from him. Though Tricky is angry, the Doctor tells him that this moment helped Gregor find a shred of decency; he tells Gregor that this must always be remembered, telling him to cut the pole to free Tricky's arm. While travelling through the room housing the Eye of Harmony, the four are trapped by ossified creatures. When Gregor scans them and finds one similar to Clara's biology, the Doctor confesses these creatures are themselves from the future due to the time rift; they end up trapping their past selves in this room for too long, causing the Eye to melt and burn their cells. The Doctor decides to try averting the future by letting the creatures in and knocking them into the chasm below the Eye; he succeeds with his and Clara's versions. However, Tricky falls when knocking his and Gregor's version over, causing him to hang onto the rail; Gregor helps him up, accidentally causing themselves to fuse into the creature. The Doctor and Clara flee into the other door, locking them out. In stead of the engine room, they find themselves in a canyon. Deciding that this is the end, the Doctor asks Clara to tell him who she is. Clara is confused. The Doctor tells her that he's met her before in the Dalek asylum and in Victorian England, and both times she died in front of him only to appear again in a new time - "What are you? A trick? A trap?" However, Clara nearly falls over the edge of the canyon in fear, telling the Doctor at that moment he is the most frightening thing to her. Relieved to learn that Clara genuinely doesn't know she exists in multiple different lives, the Doctor hugs her. However, at that moment, he also realises that the TARDIS is "snarling" at the because it is injured; the canyon is an illusion to ward off intruders. They both leap off the cliff with the hopes he's right. They arrive in a white void, which houses the engine. The Doctor finds that the engine has already exploded but the TARDIS has placed the room in time stasis as a safety measure. The Doctor is aware the TARDIS is trying to tell him something, but cannot figure out what — until he notices Clara's hand. The burn marks have now fully formed into the words "big friendly button". The Doctor realises that they need to go back to the point of the disaster and activate the magno-grab remote — the device Clara picked up. They race to the console room, where the Doctor takes the discarded beacon and prepares to travel through a time rift. Clara asks what she will remember in the new timeline. She says she knows the Doctor's name from reading the Time War book. The Doctor tells her that she will remember nothing. The Doctor then crosses the rift and warns his younger self. Understanding the implications of his elder self, the younger Doctor grabs the beacon from Clara when she picks it up - the letters "big friendly button" inscribed on its side - and hits the button. Time resets to before. The Van Baalens ignore the TARDIS, which vanishes from their scanner, and continue. Still, something has mysteriously changed because of the Doctor. In this new timeline, Gregor has become more appreciative of Tricky; the proof is that Tricky is now in the family picture, which was previously torn to exclude him. In the TARDIS, the Doctor is concerned and asks Clara if she feels safe with him, and she readily agrees. She urges the Doctor to "hit the button" so they can go to their next port of call. Madame Vastra and her partners, Jenny and Strax, investigate "the Crimson Horror" — a mysterious condition leaving victims with red skin and preserved like statues — after discovering that one victim has the image of the Eleventh Doctor visible in one of his eyes. Investigations lead them to Sweetville, an idyllic community run by Mrs Winifred Gillyflower and her never-seen "silent partner", Mr Sweet, apparently as a home for the chosen few to help them survive "the coming apocalypse". Jenny goes undercover as a convert and infiltrates Sweetville, where she discovers the Doctor, chained up in a cell, but only partially preserved; the process didn't work because he was not human. Gillyflower tends to dispose of such "rejects", but he has been saved by her blind daughter, Ada Gillyflower, who has become infatuated with him and describes him as "my monster". The Doctor is able to reverse the process on himself and he and Jenny go off in search of companion Clara Oswald, who has also been preserved. This confuses Jenny, as she saw Clara killed by the ice woman months earlier. The Doctor tells Jenny that he and Clara were actually aiming to visit London in 1893, but they instead arrived in Yorkshire. They immediately got involved in the investigation of Sweetville and the red bodies piling up in the sewers. The Doctor and Clara, posing as a married couple, joined the Sweetville community to investigate, but Mrs Gillyflower imprisoned and preserved them. The process worked on Clara, but not the Doctor; Ada locked him away, keeping him as her "special monster". The preservation process on Clara is successfully reversed, and Madame Vastra says the substance used to create the "Crimson Horror" effect is the poison of the red leech, a parasite the Silurians considered a major threat 65 million years ago. The Doctor and Clara confront Mrs Gillyflower, who explains her plan and reveals that Mr Sweet is in fact a red leech who has attached himself to her chest. Their plan is to launch a rocket into the skies over England and spread the leech's poison over the planet. Ada, listening in, learns of her mother's plans and confronts her; meanwhile, Clara disables the rocket launch controls. Holding a gun to her daughter's head, Gillyflower retreats into the rocket silo to activate a secondary launch control; she launches the rocket, but learns moments later that Vastra and Jenny have removed the poison payload. She fires at the Doctor, but misses. Strax, who has climbed the chimney from the outside, returns fire, causing Winifred Gillyflower to plummet to her death at the bottom of the silo. As the old woman lays dying, Mr Sweet abandons his host. Ada shares final words with her mother before brutally killing the parasite with her cane. Later, the Doctor returns Clara to her 21st century home, where she discovers that the two children she helps care for, Angie and Artie Maitland, have found images of her and the Doctor in different points of time — including a nuclear submarine in 1983 and a manor house in 1974. They have found an image Clara does not recognise; it was taken in Victorian London — but she's only been to Victorian Yorkshire. The children threaten to inform their father that their nanny is a time traveller unless she takes them on a trip in her time machine. The TARDIS lands and the Eleventh Doctor, Clara, Angie, and Artie Maitland step out. The Doctor welcomes them to Hedgewick's World of Wonders, the biggest and best amusement park ever. Angie points out that he messed up; it's pretty obvious they're on the moon. However, the Doctor tells them it's not the moon. Artie asserts again that it looks like it. Suddenly, a rock opens and a short man in a top hat peeks out. He asks if they are his ride from Dave's Interstellar Taxi Service. They deny it, prompting the man to note that the service was supposed to come months ago. However, Webly smiles and assures them that it's completely harmless. He cites his display as "the six hundredth and ninety-ninth wonder of the universe", and a master at chess, despite the fact that it is an empty shell. He offers five Imperial shillings for a penny if Artie can beat the Cyberman at chess. Artie offers a sandwich, and Webley accepts. He shows that the shell is free of all devices. Webley offers a silver penny to Angie if she can figure out how it works. She guesses that it's done with mirrors. The Doctor deduces that it's being controlled by a man inside the box, named Porridge, and Webley gives Angie a silver penny. Webley shows off the rest of his Cyberman collection, as well as a wax figure of Emperor Ludens Nimrod Kendrick Cord Longstaff XLI, Defender of Humanity and Imperator of Known Space. The adults lead the kids off to the Spacey-Zoomer ride. The Spacey-Zoomer ride turns out to be an anti-grav ride, letting the children fly and float around. Clara wants to get the kids home, but the Doctor doesn't want to leave. He finds "funny insects" that he wants to investigate, and forces everybody to stay longer. The kids crash on couches in Webley's house, and adults go off, with the Doctor warning the kids not to wander off. The terrified kids settle into the couches. Webley resets his chess board while eating the sandwich he won off of Artie. Suddenly, the Cyberman grabs him and Cybermites begin upgrading Webley. Meanwhile, Angie declares the future to be stupid, complaining that there isn't even phone service. She leaves, despite protests from Artie, as the insects crawled over Clara's phone. Elsewhere, Porridge explains the Cybermen to Clara. He tells her of the Tiberian Spiral Galaxy, which had to be blown up to destroy the Cybermen. Porridge comments that he feels like a monster: instead of mourning a billion trillion deaths, he feels sorry for the person who had to press the button. The Doctor interrupts and asks Clara if she told Angie she could go to the barracks. Clara realises that Angie had wandered off. In the barracks, the platoon are trying to fix their systems, when Angie appears. The captain asks Angie where her sister was. Realising that she meant Clara, Angie denied that they were sisters, calling Clara stupid and saying she was talking to Porridge (the captain mistaking this as Clara talking to real porridge). The captain pulls Angie off for a talk. Meanwhile, Artie wanders off, looking for a light switch. He finally finds the lights. Suddenly, one of the Cybermen suits abducts him. At the barracks, Angie is telling the captain about Porridge when Clara storms in. Without warning, an upgraded Cyberman appears in the doorway. The Cyberman, able to move faster than their eyes can follow, captures Angie and escapes. Clara tries to go after Angie, being stopped by the Doctor. He promises that he will get her back. The Doctor invokes his "power" as "Imperial Consul", stripping the captain of her rank and giving it to Clara. He tells Clara not to let them blow up the planet, to get to somewhere defensible, and to stay alive. The Cyberman brings Angie to a room, where she finds her brother controlled by a Cyber earpiece. She attempts to get his attention; he responds in an electronic voice that she should wait to be Upgraded. Seeing Webley shushing her, Angie screams in terror. Meanwhile, Clara, in her new role as commander, scrounges up all their resources to build an offence against the Cybermen. They decide to move to Natty Longshoe's Comical Castle for defence. The captain informs Clara that the platoon can deal with one Cyberman, but there are protocols that they must follow if they cannot find and destroy it: specifically to blow up the planet. Clara rejects this and orders the platoon to move to the castle. When asked if she trusts the Doctor, Clara confirms that she does; but when asked if she thinks the Doctor knows what he's doing, Clara retorts "Not sure I'd go that far." The Doctor returns to where he left the children, finding them missing. He spots a cyber insect on a display. Regarding it, he informs whoever is watching the feed that the children are under his protection, and he is coming to get them. Then he informs the machine that "[it] is beautiful!", sonics it, and studies it. He uses the sonic to tune into the local transmat, bringing himself to the children. He realises what has happened to them and Webley. His brain fully converted, Webley speaks for the Cybermen. He informs the Doctor that they needed children, and declares him the "saviour of the Cybermen". The platoon approaches the castle, and the captain tries to convince Clara to blow up the planet. Clara declares that the only reason she was alive is because she listened to the Doctor. Webley tells the Doctor of the Cybermen. As the battle raged between humanity and the Cyberiad, they built a bunker to repair their damaged units. They needed children's brains to build a new Cyber-Planner, as a child's brain has infinite potential. However, now that the Doctor is there, they have no need of the children; a Time Lord has a brain filled with more potential than mere children. The Doctor scoffs, telling them that they can only convert humans. Webley tells him that that is no longer true; thanks to the Cyber-Wars, the Cybermen were forced to learn how to bypass their limitations of assimilating only humans into their fold.. Webley throws Cybermites on the Doctor, which incorporate him into the Cybernetwork. He becomes the Cyber-Planner, with non-human brain power to dream up ideas to strengthen the Cyberiad. He takes stock of his body, noting the unfamiliar systems and remarkable brain power. Finding the title "Cyber-Planner" dull, it inside calls itself "Mr. Clever." Inside the Doctor's mind, the two meet. Rather in a Jekyll and Hyde manner, the two wage war for control, the Cyber-Planner using his memories to torment the Doctor. The Cyber-Planner finds delight in his cleverness, realising that there is information on the Time Lords available. The Doctor blocks it all but information on regeneration. He threatens to regenerate right then and there, to burn out the Cyber-Planner. He doesn't want to, unsure of what he'll end up with next, but acknowledges that he could do it. The Cyber-Planner declares a stalemate, concluding that they are too well balanced. One must take over. Each controls 49.881% of the brain, leaving .238% unclaimed. The Doctor challenges the Cyber-Planner to a game of chess; winner takes all. If the Cyber-Planner wins, he gets the Doctor's mind. If the Doctor wins, he gets his mind back, the children are freed, and nobody dies. Missy takes guard of a corridor. She notices a shadow, and reports it as possibly a Cyberman. The Cyberman detaches its hand, which crawls over to Missy and drags her out of her hiding place. Back at base, the platoon realise that the Cyberman is on its way. Clara demands to be shown all weapons. There is only one anti-cyber gun. She is shown hand pulses, which are able to disable a Cyberman on contact. Finally she is shown the weapon which can implode the planet. Clara takes the remote control from the captain, but the captain informs her that the fallback voice-activation is set to respond to her voice only. Clara orders her to detonate the device only when she directly orders her to. The captain challenges Clara's command, but Clara asserts her authority with Porridge's help and signs for the remote control. The Doctor and the Cyber-Planner begin their game. While they play, the Cyber-Planner asks the Doctor why the Cyberiad has no record of him. He then realises that the Doctor purposely erased himself from history, noting that he could be reconstructed from the holes he left. The Cyber-Planner rails against him, telling the Doctor that he cannot win against him. The Doctor counters with his knowledge of early Cybermen. Their codes can be scrambled by cleaning fluids and gold. The Cyber-Planner laughs: "That's your plan? Cleaning fluid?" The Doctor replies in negative, slapping his Golden Ticket on the the metallic growth on his face, temporarily scrambling the circuits. He comes back to himself, collects the chess board, and brings the children and Webley to another room. The captain and Porridge are discussing a secret regarding Porridge. She talks about guarding the old Emperor, and how she knows. Clara interrupts, asking why it was necessary to blow up a whole planet just to get rid of one Cyberman. Porridge says there are ways to kill a Cyberman, but they don't always work. Blowing up the planet is the only surefire way to do it. The captain says that she was sent to the punishment platoon because she didn't follow orders, and that she can make up for it now. She declares that she will do what she was born to do: fight for the Empire. She begins to voice-activate the weapon but is shot by a Cyberman. Clara decides to go on the offensive, otherwise facing death. The platoon mobilises with hand pulses and the anti-cyber gun. The members of the platoon launch sneak attacks on the Cybermen, with limited success. The Doctor approaches the castle with the children and Webley in tow. Clara comes out with the anti-cyber gun and the Doctor greets her. The Doctor rattles off his news: he kidnapped the Cyber-Planner, which is in his head. The kids are in a walking coma, which he may or may not be able to correct. There are more Cybermen active, and the Cyber-Planner is installing a gold patch. He asks for a table and for somebody to immobilise him (except for his hands). Once tied up, the Doctor removes the gold sheet from his face; either of his own will, or because Mr. Clever managed to bypass gold weakness. The Cyber-Planner reemerges, taunting Clara. As the Cyber-Planner continues to rattle on threats, the Doctor moves his hand, writing "HIT ME!" on the notepad beside the chess board. Clara obliges, smacking him; the Doctor explains that a sudden shock to his nerves is what he needed to get back control. Clara demands to know the stakes. The Doctor explains, going on to state that being evil, the Cyber-Planner will probably break his promise if the Doctor wins the chess match. Clara begs the Doctor to fix Angie and Artie. He says that they're just in standby mode. When Clara protests, the Doctor says the children have more a chance getting out this situation alive than she does. Taken aback, Clara asks which of the two personalities said that. With a smirk, Mr. Clever states it was him. He threatens her immediate death, and she leaves to prepare the platoon for the coming onslaught. Clara discusses their weapons, which are minimal at that point. Spotting a cable, she cleverly devises a plan to electrify the water in the moat. They drop the cable into the water, turn on the power, and raise the drawbridge to force the Cybermen to cross the water. The Doctor's game continues. Inside his mind, the Cyber-Planner awakes the legions of Cybermen hidden in the barracks. Inside the citadel, the platoon prepares their defense. The Doctor calls for Clara, and she goes to check on him. The Doctor cheerfully asks her for a rundown on their weapons, with keen interest in the planet-imploding bomb. She shows him the remote trigger, which he tries to take possession of. She snatches it away from him, suspicious of who really is in control. The Doctor says the Cyber-Planner is hibernating, but Clara doesn't buy it. She tells him to tell her something only the Doctor knows. Looking rather sincere, the Doctor begins to tell her that he is falling in love with her. He moves to kiss her, but Clara slaps him again. Clara and the platoon ready their attack with the five hand pulses and the nearly empty anti-cyber gun. The Cyber-Planner declares endgame and moves to finish the Doctor. The Cyberarmy begins to assault the castle. One steps into the moat and is apparently electrocuted. The platoon celebrates, but then the Cyberman upgrades itself. The patch is spread through the ranks, and the Cybermen continue onward. Clara gives orders to defend the castle, and tells Porridge to keep himself safe. Two soldiers shoot down the first Cyberman, but balk as more come through. Porridge grabs the bomb, muttering that he should have destroyed the planet when he had the chance. As the platoon makes their last stand, the Doctor initiates his endgame. Move One: Turn on sonic screwdriver. Move Two: Activate pulse. Move Three: Apply pulse. With some resistance from the Cyber-Planner, the Doctor slaps himself with the hand pulse and destroys the Cybercircuitry in his body. "That's cheating!" Mr. Clever yells. Once free, the Doctor states that he was just pulling the resources like Mr. Clever was. Clara rushes in to find the Doctor completely back to himself and unties him; the Doctor explains that when expelled from his body, Mr. Clever is now in every Cyberman. The Doctor decides that they need to blow up the planet to destroy the Cybermen. This seems impossible since the captain is dead, but Angie deduces that Porridge can voice activate it, since he is the Emperor. The statue was made taller than he actually was but his face matches that of it and on the coin. Porridge reluctantly admits that Angie is right, but states that he hates his job and if he activates the Desolator, its all over. Confronted with the reality of the situation, Porridge reluctantly activates the Desolator which will blow in about 80 seconds. However, the activation by Porridge has signaled the Imperial Flagship which transmats everyone and at the Doctor's request, the TARDIS, aboard. As the group watches, the Desolator destroys Hedgwick's World of Wonders and presumably all of the Cybermen. Porridge remarks that he liked being normal: not an emperor of a thousand galaxies, not lonely. Clara says that he doesn't have to be lonely, and he agrees, proposing to her on the spot. The Doctor attempts to interrupt, but is shushed by Clara, who prompts the Emperor to continue. Porridge makes a convincing argument, to which Clara declines gently. Angie calls her stupid for not saying yes, loudly declaring that one day, she'll be queen of the universe. Porridge pretends to threaten them with execution, before mirthfully telling them to leave. The Doctor returns the children and Clara to their home, pondering Clara's identity once more. Back on the imperial ship, the Emperor asks if there was any Cybertech remaining. With the answer being no, the Emperor then flies his ship home — with a floating Cybermite blinking in the darkness of space. In a workshop, two engineers hear an alarm. One reports that it is from the repair shop. He wonders what kind of idiot would try and steal a faulty TARDIS. The workshop is at the base of the Capitol on Gallifrey. When the technicians look on their monitors, they see the First Doctor and his granddaughter entering a capsule. Someone calls to the Doctor, stopping him. He turns to greet Clara Oswald, who tells him he is about to make a very big mistake. Clara is seen falling through a golden vortex. She remarks that she does not know where she is, but remembers one thing: she is the Impossible Girl, and she was born to save the Doctor. She is shown meeting him in several of his incarnations, but most of them don't even notice her. However, the Eleventh Doctor does notice her when she yells at him in Victorian London. Also in Victorian London, a man locked in a jail cell rants in rhythmic fashion about "the Whisper Men". Suddenly he is disturbed by a veiled figure, Madame Vastra, standing outside the bars of his prison. The man, Clarence DeMarco, says that she could save him from being hanged with a single word, but Vastra promises him only silence. She points out that he has murdered fourteen women, and is therefore doomed to be executed. As if holding a pardon from the Queen, DeMarco mentions the Doctor, saying he knows all about him. Speaking about one specific secret among the Doctor's many, the convict says, "He has one he will take to the grave — and it is discovered." Later, Vastra is with Jenny, who protests that they must not let the man live. Vastra states that he will live until she understands what he told her. They'll need a "conference call" to investigate further. Jenny leaves the room to fetch the candles, and hears a mystifying whisper coming from outside. They send word to a fighting club in Glasgow, where Strax is in the middle of a brawl with a large Scottish man. Both toss insults; each holds a blunt weapon. However, a messenger boy arrives, informing Strax that he has an urgent telegram. Upon finding out that it's another "conference call", Strax apologises to Archie, his opponent, for not being able to finish, and asks the man to render him unconscious. Vastra and Jenny are seen sitting at a table, lighting a candle to enter a trance state. Vastra is pleased to notice that their surroundings have changed from the last "conference call", as she was getting a bit tired of the Taj Mahal "desktop theme". The pair begin to pour tea. Strax soon appears, anxious to return to his fight with "very pleasant primitives". Vastra apologises, but tells him there's an important matter concerning the Doctor that they need to discuss. When Strax asks who else is coming, Vastra says simply, "The women." On an April day in 2013, Clara prepares to make a soufflé in the Maitlands' kitchen. She offers her charges a maxim from her mother: "The soufflé isn't the soufflé, the soufflé is the recipe." Her attention then wanders to a nearby letter, which the children say was left for her that day. Opening it when alone, Vastra's message admonishes her to light the enclosed candle and enter a trance state. That way, she can talk to the Paternoster Gang across time. Clara is plainly sceptical, but Vastra has outwitted her. The letter itself is infused with the soporific in the candle, so Clara's compliance is not required. Clara promptly passes out and awakens in the same "room" as Vastra, Strax, and Jenny. Vastra tells Clara time travel has always been possible in dreams, and that she is exactly where she was, but sleeping. She then says that they are still waiting on one more person. Strax groans, wondering if it's "the one with the big head", only to be corrected by Jenny that it's "hair", not "head". At this point River Song appears, and is greeted by Vastra. Changing her teacup into a glass of champagne, River is then introduced to Clara. Although having heard the Doctor mention her, Clara states that she was unaware Professor Song was female. River appears to exhibit some mild jealousy when Clara is referred to as the Doctor's "companion"; Vastra hastily corrects herself and changes it to "latest travelling assistant". Using some floating dust, Vastra displays and recounts the information given to her by the prisoner. It shifts into Gallifreyan symbols, which River identifies as space-time coordinates. Vastra tells the group that the coordinates lead to the location of the Doctor's greatest secret. Meanwhile, Jenny experiences some discomfort as a figure walks past her in their house, outside their dream. River says that the Doctor had told her his name, and that she was "a little more than a friend" of his. She also says that he hasn't contacted her, as he doesn't like endings. Vastra says to River that Clarence told her one word that connected to the Doctor: Trenzalore. River asks her to describe what the old man told her, and Vastra plays back Clarence's prophesy in the floating dust. River claims they misunderstood what he was saying. Jenny suddenly says she forgot to lock the door in their house, a factor Vastra dismisses, until Jenny tells them that someone has broken in. She discovers, to her own dismay, that she has in fact already been killed. Her form flickers and fades away. River informs Vastra that she is under attack and must wake up, and then slaps her to shock her awake. Vastra awakens surrounded by the Whisper Men and demands they tell her who they are. River wakes up Strax by throwing her champagne in his face, and he finds himself also surrounded by the Whisper Men upon waking. The Whisper Men then enter the trance with River and Clara, and order Clara to tell the Doctor something: The face of Dr Simeon appears in the dust, to say, "His friends are lost forever more, unless he goes to Trenzalore." River protests against this, and Clara wakes up. Clara goes downstairs, finding the Doctor walking around the Maitland house blindfolded and calling for the children. The kids have tricked him into playing blind man's buff so that they could sneak out to the cinema. Learning this, the Doctor can only call them "the little Daleks" in annoyance. Clara asks the Doctor about River. He calls her his ex before changing the subject to Vastra's message. As Clara repeats it a visibly distraught Doctor asks her if it really was Trenzalore. Brought to free-flowing tears, he abruptly snaps out of it and runs off to the TARDIS. Clara finds him below the console. The Doctor mentions he heard the name Trenzalore before, from Dorium Maldovar and a few others, and that River surely knew as she always did. He links Clara to the TARDIS' telepathic circuits, then cryptically remarks, "When you are a time traveller, there is one place you must never go. One place in all of space and time you must never — ever — find yourself". He tells Clara that she misunderstood the message. It was not the secret the Doctor will take to his grave which was discovered, but the grave itself. The final resting place of the Doctor has been found and it is the one place he must never go. Despite this, he has to save Vastra, Strax and Jenny — if the latter is still alive — as they were there for him during his dark times. As the Doctor sets course for Trenzalore, the TARDIS realises what he is about to do and protests by fighting the coordinates while the Doctor forces her onwards. The Doctor explains that the TARDIS is fighting him because no-one should be able to see where they are buried in the future. Explosions shake the console room, and the TARDIS powers down to stop him. The Doctor states they've arrived. They open the doors, finding the TARDIS stopped in orbit around Trenzalore. The Doctor muses that it's where he ends up, as he thought he retire and become a bee keeper. Clara asks him if they are going to jump, which he dismisses as silly. He proclaims that they're going to fall. The TARDIS has powered down everything, aside from the anti-gravs. Declaring "guess what I'm turning off", he sends the TARDIS plunging down through Trenzalore's atmosphere to the surface. A giant TARDIS shell looms on the horizon, which Clara says is one hell of a monument to the Doctor; he clearly was worthy enough to get such a great tomb. However,. the Doctor tells Clara that it's not a replica of the TARDIS; it actually IS the future version of the TARDIS. He explains that sometimes when a TARDIS is dying, its "bigger on the inside" qualities begin to leak out, in what is known as a size leak. "What else would they bury me in?" the Doctor sarcastically asks, heading towards his own tomb. A psychic echo of River Song appears to Clara, saying that only she can see or hear her and to not mention her presence to the Doctor. On River's words, Clara directs the Doctor's attention to a grave that shouldn't be there, marked "River Song". Realising that his wife's grave would only be there to cover up something like a secret entrance to the tomb, they enter, just as the Whisper Men are closing in on them. During their climb up through the catacombs, Clara suddenly starts to remember wandering through a broken down TARDIS. The Doctor tries calming her, as the broken down TARDIS is starting to reawaken memories of a timeline that got erased. However, Clara soon backs away from the Doctor, as she remembered that he confronted her about meeting her in the Dalek asylum and in Victorian England, and that she died both times. The Doctor tells her it will have to wait. The Whispermen begin chasing them again. Inside the TARDIS "monument", Strax and Madame Vastra awake, and Strax is able to revive the nearby Jenny. The Great Intelligence (using the appearance of Walter Simeon) and his Whisper Men arrive and surround them, telling them that they were taken to this place to lure the Doctor there. The Great Intelligence describes this location as the Doctor's final battle, and denounces him as the "slaughterer of ten billion". The Doctor's final battle was not as large as the Time War but he has blood on his hands. He also remarks that the Doctor will be known by names such as the Beast and the Valeyard. Shortly, the Doctor, Clara and the River echo also arrive. The Great Intelligence stands at the door to the Doctor's tomb, hissing that only the Doctor's real name will open it. Repeatedly asking the question "Doctor who?", he tells the Whisper Men to stop the hearts of the Doctor's friends if he does not answer. As they comply and the Doctor pleads with them to stop, the door suddenly opens. The Whisper Men release their victims, while the Doctor seems confused. He did not speak his name. River Song's apparition comments that the TARDIS is fortunately still able to hear her; she is the one who opened the doors by saying the Doctor's name to the TARDIS, unheard by anyone else. Inside is an overgrown TARDIS control room, with a glowing, writhing beam of blue-white light where the main console would usually be. The Doctor explains that this is his "mark" on the universe. He has travelled in time more than anyone else, and this is the "scar tissue" left from it. It is his own personal timeline, past and future, and everything that resulted from it. The Doctor collapses from the influence of being so close to his past and future in this way. He points his sonic screwdriver at the light and several of his incarnations speak from it. The Great Intelligence reveals his plan to re-write the Doctor's entire history, turning all his victories into failures. He knows that he will be killed, but the Doctor will surely be destroyed, as part of his ultimate revenge. The Great Intelligence steps into the light and is destroyed, the light turns red, and the Doctor falls to the floor, visibly in terrible pain as he is being destroyed all at once. Horrified, Vastra declares that a universe without the Doctor will have consequences. She flees outside and sees the stars go dark as entire star systems are erased from history. Jenny, having been saved by the Doctor previously, is also erased, while Strax turns hostile. Grief-stricken, Vastra is forced to vaporise him. Against both the Doctor's and River's protests, Clara decides to act. With the words, "Run, you clever boy, and remember me," she follows the Great Intelligence into the Doctor's timeline to save him. A million copies of Clara appear throughout history, each one correcting the Doctor's timeline in her own way. On Gallifrey, one of the Clara echoes tells the First Doctor he's about to make a very big mistake — by stealing the wrong TARDIS. She then directs him to the "proper" TARDIS, saying that even though the navigation system is broken, it will be much more fun. With everyone restored except the Great Intelligence and Clara, the Doctor says he's going to enter his time stream, risking its collapse to get her back. Vastra remarks that the process killed Simeon, but is answered with the fact that Clara has one advantage over the Great Intelligence: she has the Doctor. A frustrated River moves to slap him, but the Doctor catches her hand. River is astonished and asks him how he did that, as she isn't even really there. The Doctor says that she's always there to him and that he can always see her. He never said anything before because he was worried talking to her would hurt too much. When she tells him she believes she could have coped, he tells her, "No, I thought it would hurt me. And I was right." He kisses her passionately, which the Doctor jokingly says must look strange to Vastra, Jenny and Strax, since nobody else in the room can see River. River tells the Doctor that he never said goodbye to her and he admits he didn't know how. So she explains the only goodbye she would accept is one which promises their paths will cross again. They banter for a moment like they used to, and she reminds him that she was telepathically linked to Clara, and wonders how she could still be there if Clara was really dead. He asks, "Okay, how?" and River smiles and simply states: "Spoilers." She dissipates with a final "Goodbye Sweetie." The Doctor then steps into his own time stream. Clara lands in a dark, misty and cavernous place. As she stands up, various incarnations of the Doctor run past her on all sides. She hears the voice of the Eleventh Doctor talking to her. He urges her to focus on the sight of her leaf. If she'll follow the leaf, he promises, he will at last be able to save her in the same way she's been saving him for centuries. The leaf successfully guides her to their welcome reunion. As they embrace, however, he notices a shadowy figure standing nearby. His smile melts away and is replaced with intense fear. Clara notices the figure, but does not recognise him, despite having thought she'd seen all eleven of the Doctor's faces. The Doctor, showing great apprehension, explains that the figure is in fact him, but isn't the Doctor. He continues that his real name was not the point; he chose the name "the Doctor" himself like a promise, and this mysterious man was "the one who broke the promise". He is his secret. After Clara collapses, the Doctor picks her up in his arms. The figure defends himself, saying that he had no choice and that his actions were "in the name of peace and sanity". The Doctor acknowledges this, but defiantly and angrily states that those actions had not been "in the name of the Doctor". As the Doctor carries Clara away, the man turns around, showing his elderly face as an on-screen caption reveals his identity to be "the Doctor". A police constable walks the beat by the Coal Hill School and passes by a sign advertising "I.M. Foreman, Scrap Merchant". Inside the school, Clara Oswald is giving a lesson. She ends on a quote by Marcus Aurelius: "Waste no more time arguing about what a good man should be. Be one." The school bell rings. As her students leave, a teacher runs into the classroom informing Clara that her "doctor" called, and left an address. She grabs her helmet and hops on her motorbike. Exiting Shoreditch, Clara drives past a clock reading 5:16 p.m. and through a freeway tunnel. She reaches an open patch of road surrounded by grassland, where a lone police box is waiting for her. Finally spotting the TARDIS, she rides her motorcycle straight through its open doors, closing them with a click of the fingers. The Eleventh Doctor, perusing a copy of Advanced Quantum Mechanics, welcomes Clara back with a huge hug. Unexpectedly, the TARDIS takes off without starting the engines. Startled, the Doctor looks out to see a helicopter carrying the TARDIS away from the field; it's UNIT. He calls UNIT's Chief Scientific Officer, Kate Lethbridge-Stewart, from the phone on the TARDIS exterior. UNIT scientist Osgood rushes to Kate with her personal phone as she is eating and observing their ravens of death, which need a change of batteries from Malcolm. Kate reminds Osgood to use her inhaler at the sound of her heavy panting before accepting the call. The Doctor learns that he has been summoned to the Tower of London. Kate asks where the Doctor is. The Doctor holds the TARDIS phone up towards the helicopter, surprising and mortifying Kate. She apologizes, telling the pilot to instead take the Doctor to the scene of the crime. The sudden change in course makes the Doctor fall out of the door. Clara holds onto the Doctor's legs as he dangles. The phone bops his head. Annoyed, the Doctor yells "Next time, would it kill you to KNOCK!?" He reaches up to put the phone back in the door, making Clara let go of him. She yells his name in concern. The Doctor holds onto the bottom of the TARDIS, whooping in excitement and fear. The helicopter arrives at the museum, where it lands slowly to let the Doctor off. Kate apologizes, while the Doctor tries and fails at lecturing her. Kate explains that she is operating on orders from the throne. She hands him sealed orders from Queen Elizabeth I and taken into the National Gallery for proof of her credentials. Kate asks Osgood what the cover story is this time. She responds that they're using Derren Brown again, saying he's been sent flowers as an apology. As they walk, the Doctor explains his relationship with UNIT to Clara, who is sceptical of the Doctor ever having had an actual job; though not directly working with UNIT anymore, the Doctor is still on the payroll as he never resigned. They stop in front of an impossible painting, something that belongs "not in this time or place": an oil painting in 3-D. It depicts the fall of the Gallifreyan city of Arcadia on the last day of the Time War. Kate tells the Doctor that there is some controversy over the work's name. It is either named No More or Gallifrey Falls. The painting is a slice of frozen time, a form of Time Lord art. The Doctor is visibly disturbed by the painting. As his old memories awaken, he shares with Clara his darkest secret: the life he has tried to bury for years. There was a past incarnation of the Doctor that fought in the Time War, and made the ultimate decision to eliminate the Daleks and the Time Lords. And it was done on the very day this painting depicts. As the Daleks ravage Arcadia, a family of Time Lords are running in fear. There is little hope of survival. As children cry and the people scream, a soldier messages the High Council of Time Lords: Arcadia has fallen. He looks around and sees the Doctor's TARDIS. Then the elderly voice of the "War Doctor" asks the soldier for his gun. The Doctor carves a message for both warring civilisations to see into a nearby wall: NO MORE. As Daleks prepare to exterminate the Time Lords, the Doctor's presence draws their attention away from the innocent people and leads them to the wall with the message. Suddenly, the Doctor's TARDIS crashes through the wall, demolishing several Daleks. The Doctor's escape from Arcadia is witnessed by one surviving Dalek of the attack, though it is bisected. It questions the meaning of "NO MORE", bellowing "Explain! Explain!" The nearby Time Lord soldier shoots the Dalek with his gun, and the slain Dalek erupts in flames. The High Commanders gather in the War Room, planning their next moves, with the General dismissing the High Council's upcoming plans as "they have already failed". They receive the Doctor's message, and the General is not pleased to learn of his presence, calling him a madman. A Time Lady rushes in to inform the War Council that there has been a breach in the Omega Arsenal in the Time Vaults. The most feared and forbidden weapon in the universe is missing: The Moment. The Doctor has stolen it, and intends to use it to end the Time War once and for all. The Time Lords have already used all of the previously forbidden weapons, but dared not unleash this weapon in particular. It was said that the Moment was so advanced as to have developed a conscience, and could stand in judgement of the user. The General muses that only the Doctor would be mad enough to use such a weapon. Footsteps can be seen leading away from the battle-scuffed frame of the TARDIS, which has been uncharacteristically abandoned by the Doctor. The sound of his voice issuing an ominous final warning is heard: "Time Lords of Gallifrey, Daleks of Skaro, I serve notice on you all. Too long I have stayed my hand. No more. Today you leave me no choice. Today, this war will end. No more. No more." The Doctor's tired face comes into view as he strides across a desolate desert, a burlap sack over his shoulder. He eventually enters a barn-like dwelling, where he uncovers a complicated mechanical box, covered in gears. The device ticks loudly as its clockwork-like parts rattle and clank. As the Doctor studies it, he cannot find a discernible trigger mechanism. While he puzzles over how to activate it — grumbling "Why is there never a big red button?" — he hears a rustling sound. He opens the door and calls out. A girl's voice behind him reassures him that it's "just a Wolf". Startled, he turns around to see what appears to be Rose Tyler. He doesn't recognise her, as this point in his timeline predates his first meeting with Rose. He grabs her arm and throws her out the door, only for her to appear inside the barn again, sitting on the Moment. She begins questioning the Doctor as to his motives and rationalisations (though it looks like she is making fun of him). The Moment also asks if the Doctor parked his TARDIS far away from the dwelling so that it would not witness what he was about to do. Not realising what she is, he orders her out, and then burns his hand on the box. Impishly, she guides the Doctor to realise that she is the interface of the Moment. She can hear the Doctor's thoughts, and has attempted to assume the form of a familiar figure from his past; however, the Moment has a history of confusing the past with the future, and so has chosen the form of Rose Tyler as the Bad Wolf to be its manifestation. War-weary and bitter, the elderly Time Lord tells her to stop calling him "the Doctor", claiming he has lost the right to bear the title. She replies that he will be the one to save the universe. He explains that the suffering of the universe is too great, and he must end it. He also intends to meet his death after using the Moment, not wishing to live through the bloodshed, but she decides that his fate and punishment will be to survive the activation and face the consequences. Like a conscience, she challenges his words and actions, guiding him towards his future. He will destroy the Daleks, but he will also murder his own people, asking him how many children on Gallifrey will die, but he has no idea. After suggesting that one day, he will find a way to count them, the Moment opens a window in time, to show him the man he will become. A time fissure opens - and a fez falls out, much to the mutual confusion of the Doctor and the Moment. Back in the 21st century, Kate explains that Queen Elizabeth left the painting to prove that the orders do come from her. The Doctor breaks the seal and reads her words: "My dearest love: I hope the painting known as Gallifrey Falls will serve as proof that it is your Elizabeth that writes to you now. You will recall that you pledged yourself to the safety of my kingdom. In that capacity, I have appointed you Curator of the Under-Gallery, where deadly danger to England is locked away. Should any disturbance occur within its walls, it is my wish that you should be summoned. Godspeed, gentle husband." The Doctor and Clara approach another painting, which shows the figure of Queen Elizabeth I, and the Doctor. Clara sees this is proof the Doctor once knew her. However, it is the tenth incarnation of the Doctor, and from the Eleventh Doctor's vantage point, that portrait was done a long time ago, long enough that he was a different man back then. They run for their lives, the Doctor dreads being an engaged man; "So much for the Virgin Queen. So much for history. Good job, Doctor." They split up in the woods, but Elizabeth is accosted by the Zygon. The Doctor runs through the woods, even threatening a rabbit he mistakes for a Zygon before he is reunited with Elizabeth. However, a doppelganger of her appears, and he is unable to tell who is who. Suddenly another time fissure appears, and a fez falls through, shocking the Doctor and company. Back in the National Gallery, Kate welcomes the Eleventh Doctor and Clara to the Under-Gallery, established by Elizabeth I to house dangerous art. The Doctor notices that the floor is covered in stone dust, and asks a scientist named Osgood to analyse it (with a triplicate report and lots of graphs). As they walk through the gallery, the Doctor spots a fez in a glass case and immediately dons it, much to the bemusement of Clara, who wonders if he can ever go past one without putting it on (answer: never gonna happen). Kate shows them more 3-D paintings, all landscapes, with the broken glass from their shattered frames covering the floor. The Doctor notes that the glass has been shattered from the inside, and Kate says that they all contained figures which are now missing. Suddenly, another time fissure opens. Annoyed, the Doctor faintly recalls seeing the fissure before, before realising that the fez that had fallen through in 1562 was the fez he was now wearing. Delighted, he throws the fez into the fissure and follows it. Clara tries to follow, but Kate restrains her. The Eleventh Doctor falls through the fissure and lands in front of the Tenth in the sixteenth century. Stunned, the Tenth Doctor dons the fez himself. The Eleventh pops up and gabbles excitedly about how skinny his predecessor is, which makes the Tenth realise who he is. They incredulously pull out their sonic screwdrivers and compare them. As they begin bickering, the time fissure increases in intensity. The Doctor orders the two Queens to run away; both kiss the Tenth Doctor and flee. After pointing out that one of the women his counterpart just kissed was definitely a Zygon, the Eleventh shouts through the funnel to Clara. Hypothesising that the fissure can go both ways, he tosses his fez in, but it fails to appear in Clara's time. Kate then leaves, to call one of the UNIT members to bring her the Cromer file - not noticing a dark shadow behind her. At the end of the Time War, the War Doctor picks up the fez and steps into the fissure. Back in 1562, the two Doctors try to reverse the polarity, but the use of two sonic screwdrivers at once confuses the polarity, resulting in the War Doctor falling through, landing in front of his future selves. He jovially greets them, asking after the Doctor and mistaking them for companions-to-be. The two older Doctors — both horrified to see him — simply pull out their sonic screwdrivers, affirming their identity to their younger self. Completely unimpressed by his future incarnations, the War Doctor asks if he is going through a mid-life crisis. Suddenly, they are surrounded by the Queen's soldiers. They are threatened by them, but Clara's voice sounds from the fissure, allowing the Doctors to convince them that she is "The Wicked Witch of the Well". Kate has, at that point, returned to Clara. The Queen returns to the group, implying that her human counterpart is dead. She has the trio of Doctors arrested and taken to the Tower of London (with the Eleventh loudly hinting for her to take them there). The hint is picked up on by Kate, who takes Clara to the Black Archive to retrieve Jack Harkness' vortex manipulator. The Doctors are thrown in a cell with a wooden door. The War Doctor tries to sonic the door, but it fails. The Tenth notes that with the three of them in their, time will start going crazy and cause random chaos. The Eleventh works with a nail on the pillar in the room, stating it's their way out. Ignoring him, the Tenth asks why these three Doctors have been brought together; him and the Eleventh were surprised, but the War Doctor came to find them. The big question is why. The War Doctor sees the Moment, which gestures to keep quiet about it. In the present, Osgood and McGillop are reading the results of the analysis of the stone dust. The dust is from materials not found in the structure of the building, but common in statues. Osgood realises that the statues must have been smashed, and suddenly understands why: the inhabitants of the paintings needed a hiding place. The Zygons reveal themselves from underneath the dust cloths covering what the humans had believed were statues. The aliens accost McGillop, and corner Osgood. Osgood prays for the Doctor to save her, but instead of being killed, she is faced with her duplicate. The Zygon taunts Osgood, but she gains the upper hand by tripping the alien with her scarf, and runs. Kate and Clara enter the Black Archive, housing the most dangerous alien tech recovered by UNIT. Its contents are so top secret that its staff has their memories modified every day. Apparently, this has happened to Clara at least once, as she has already obtained the necessary clearance to enter the archive. They view the Vortex Manipulator, by trying to find the activation code. The Doctor has the code, but he hasn't informed UNIT of it. A scientist phones Kate, and she orders him to send a picture of some numerals (the activation code) that the Eleventh Doctor carved into the wall of the cell in 1562 for them to find centuries later. Osgood and McGillop enter the Archive, to Clara's surprise. They and Kate reveal themselves as Zygons. As they prepare to replace Clara, she sees the picture of the numerals on the phone. Taking a desperate gamble, she enters the code into the Vortex Manipulator and travels to the past. In the 1562 Tower of London, the Eleventh Doctor scratches the activation code onto a wall in their cell, while the other two Doctors puzzle out how to escape. The War Doctor proposes an isolated sonic shift in the door molecules in order to disintegrate the door, but the Tenth Doctor rejects the idea, saying it would take centuries to calculate the necessary formula. The War Doctor starts bickering with the Tenth and Eleventh Doctors, chastising them for their shame of being "grown-up". Subdued, they look at him darkly, reminding him of the day he ended the Time War (unaware that this Doctor is actively in the process of making that choice). The Moment reappears, unseen and unheard by the other Doctors, and urges the War Doctor to ask his future selves the question that he needs to know: How many children died on Gallifrey that day. The Eleventh Doctor says, "I've absolutely no idea.", he says he's forgotten the events of that day; he's so old that he's not even sure of his age anymore, so old that he can't remember if he's lying about his age. However, the Tenth Doctor angrily asks how the Eleventh could ever forget something as important as this particular number, and bitterly states that there were 2.47 billion children on the planet that day. Disturbed and furious by his successor's impassive nature, he asks him, "For once, I would like to know where I'm going." Vexed by this remark, the Eleventh Doctor coldly replies, "No, you really wouldn't!" The Tenth Doctor looks back at him, eyes wide with fear. The Moment explains to the War Doctor that the Tenth Doctor has become "the man who regrets" and the Eleventh "the man who forgets". They are the future of the Doctor, when he ends the Time Lords. The Moment reminds the War Doctor that his sonic screwdriver, at the most basic level, is exactly the same device as the ones used by his counterparts: "Same software — different case". He realises that if he scans the door and implants the calculations as a permanent subroutine in the screwdriver, it will take hundreds of years to work out the formula necessary to disintegrate the door, meaning that the Eleventh Doctor's screwdriver, being essentially the same as the ones before it, has the completed calculation ready to go. They exuberantly congratulate themselves on their cleverness before Clara pushes open the door — which has been unlocked the entire time. Clara asks her Doctor if they are all him. The Eleventh reminds Clara of the time she went into his timeline, to which she barely remembers. She compliments the Tenth's suit; he thanks her. She then asks why neither of them tried to just open the door; one thing the Doctor retains in all his incarnations is his inability to do simple things. The Queen comes in, telling them that she left the door unlocked as a test. She takes them down to the Zygons' lair to show them their plan. Osgood walks in the halls of the Under-Gallery, before discovering the real Kate trapped in a Zygon nest. Kate's body template is being used to refresh the image of her Zygon doppelganger. Osgood frees her, but Kate bemoans the fact that the Zygons now have control of the Black Archive. The Doctors and Clara follow the Queen to the lair, whereupon they discover that the Zygon homeworld was destroyed in the early days of the Time War, and so they have decided to take Earth as their new home. However, the sixteenth century version of Earth is too primitive to be comfortable to the invading shapeshfiters, so they intend to invade the cushier future in order to establish their new homeworld. They therefore have translated themselves into stasis cubes, which are the Time Lords' three-dimensional paintings. The Tenth Doctor berates the Zygon commander for doing a lousy job of replicating the real Queen Elizabeth, but she reveals (to his mortification) that she is the real Elizabeth: She slew her twin in the forest and took her place as Zygon commander. She calls on the Doctor to save England, but first whisks him away to be married (with his past and future selves as reluctant witnesses, and an enthusiastic Clara throwing confetti). The three Doctors and Clara return to the Tenth's TARDIS (with the other two insulting the current desktop theme). The presence of three different Doctors causes the TARDIS to short a bit, showing the interior of the War Doctor's TARDIS. Both the Tenth and the Eleventh are happy to see the roundels, which they haven't seen in a while; however, neither of them knows what they are. The Eleventh stabilizes the desktop, picking his current version (which also receives an insult). They set off for the Black Archive. Kate, Osgood, and McGillop confront their doppelgangers in the Black Archive. Kate threatens to detonate a nuclear warhead beneath the Tower, destroying all of London in order to protect the planet from the Zygons, and voice-activates it, blocking her Zygon duplicate's attempts to stop the countdown with her identical voice pattern. The Eleventh Doctor's voice crackles on via the space-time telegraph he had once given to her father, begging Kate not to detonate but she cuts him off. He tries to land, but the Tower of London had been made TARDIS-proof to prevent his interference. However, the War Doctor figures out a way to get in - the stasis cubes. The Doctor calls McGillop in the past, and instructs him to bring the No More/Gallifrey Falls painting to the Black Archive. The two Kates fight over the detonation, both needing to agree in order to stop the detonation. The real Osgood begs the Doctor to save them again, as the Doctors and Clara force their way out of the painting, having frozen themselves in it earlier. The Doctors now face the Fall of Arcadia in real time as it unfolds, and are immediately met with an attacking Dalek, which they repel with their sonic screwdrivers. It crashes through the glass of the painting and the Doctors emerge. Clara soon follows. The three Doctors hand the Kates an ultimatum when they refuse to disarm the Archive's nuclear option: They trigger the memory modifiers to confuse everybody as to whether they are human or Zygon. Then, if they stop the detonation and create a peace treaty (which is sure to be incredibly fair, as the negotiators can't remember which side they're on), they will have their memories restored. Utterly confused over their identities, the two Kates stop the detonation in the nick of time and begin to negotiate the treaty. While the Osgoods figure out which of them is which, they decide to keep it to themselves to protect the treaty. As they negotiate, Clara speaks to the War Doctor. She has somehow figured out that he hasn't used the Moment yet, explaining that "her" Doctor always talked about the day he wiped out the Time Lords. She says that he would do anything to take it back, but the War Doctor remains convinced that his actions will save billions of lives in the future. Across the room, the War Doctor sees the form of the Bad Wolf once more. The Moment has come. He tells the interface he's ready, and Clara turns to find who he's talking to; when she turns back, he's vanished. Returned to the barn on Gallifrey, the War Doctor stands in front of the Moment, which has simplified its interface by his request — the trigger mechanism is now a big red button for him to push. The interface questions him once more, trying to convince him of his goodness. He still doesn't believe he is worthy of the name "Doctor", losing all hope for himself and his people. He believes that the Tenth and Eleventh Doctors are extraordinary men and that he has to commit this act to forge them into what they become. As the War Doctor goes to activate the Moment, the interface tells him that the wheezing sound the TARDIS makes brings hope to everyone who hears it. The War Doctor agrees and the Moment tells him that it brings hope to anyone, no matter how lost they are. The War Doctor realises what she means a moment later when the Tenth and Eleventh Doctors materialise their TARDISes in the barn, having apparently been let through the time-lock by the Moment. They join him at the Moment, finally forgiving him, and themselves, for his actions, ready to support the man who was the Doctor more than anybody else, on a day it was impossible make the right decision. The three of them prepare to push the button together, but Clara tearfully objects. She knew that "the Doctor" had activated the Moment and destroyed his home-world, but she had never imagined the Eleventh Doctor, her Doctor, with his hand on the button. The reality of the Time War projects around them: children crying, innocents suffering. The Doctor could not find another way to end it all, but Clara believes in a different solution. She reminds the Time Lord of who he is: the Warrior, the Hero, and the Doctor. They've had plenty of warriors, and what he will do is a heroic act unto itself. What the universe needs now is a Doctor who lives up to the name he chose for himself: never cruel or cowardly, never giving up, never giving in. A new day dawns on Gallifrey: a day of hope. At that, a brilliant new idea descends on the room; the Eleventh Doctor says that he's had a long time to think about it — he's changed his mind! The intent of the Moment worked: the War Doctor saw the future he needed to see. Picking up on his future self's idea without explanation, the War Doctor exclaims that he could just kiss "Bad Wolf girl" right now, which catches the Tenth's attention, only for him to be distracted from it as he realises what his counterparts were getting at and agrees that it's a wonderful idea. They have changed their minds about using the Moment, and the Eleventh Doctor disarms the device with his sonic screwdriver. Instead, they intend to freeze Gallifrey in a moment in time, slipped away in a pocket universe, the way the Zygons froze themselves into Time Lord art. When Gallifrey vanishes, the sphere of Dalek ships surrounding the planet and firing constantly will be exterminated in their own crossfire before they can cease firing, and the universe will believe that the two races destroyed each other. On the last day of the Time War, another message from the Doctor appears before the High Command: GALLIFREY STANDS. The three Doctors race in their TARDISes towards Gallifrey, and transmit to the War Room. Three transmissions, each showing a different Doctor (much to the General's dismay), appear. They explain their incredible plan to save Gallifrey. They will position themselves around the planet equidistantly, and freeze it — just like the stasis cubes, but to a whole planet and all the people on it. The General objects, saying that they'd be lost in another universe, frozen in a single moment with nothing, but the Doctors tell him the alternative is burning and they've seen that and don't want to again. The Eleventh Doctor also informs him that with this plan, the Time Lords will at least have hope, something they don't have now. The General tells them that the idea is delusional, claiming that even if it was possible, the calculations alone would take centuries. The Eleventh and Tenth Doctors agree saying it would take "hundreds and hundreds" of years, but they've had "a very long time" to think about it. In fact, he could say they've been working on it all their lives. At that, the voice of the First Doctor is heard contacting the War Council. Nine more police boxes fly around the planet, and all the past incarnations of the Doctor come together to save Gallifrey, all making contact with the Council. The General bemoans the idea that all twelve Doctors have arrived, when three was bad enough. However, his count is one short. Androgar points out that all thirteen incarnations of the Doctor are present to save Gallifrey — a new incarnation from the Doctor's days yet to come is also on the way. A brief glimpse of this future Doctor shows a hand reaching for a lever in the Eleventh Doctor's console room, and a pair of piercing blue eyes watching the console monitor. As the Daleks increase their attack upon seeing the thirteen TARDISes, the General realises that he has no choice and tells the Doctor to "just do it." The thirteen Doctors prepare their TARDISes with the Tenth and Eleventh Doctors exclaiming their catchphrases while the exasperated War Doctor goes with a simple "Gallifrey Stands." After a flash and a colossal explosion, the space becomes empty and quiet as one damaged Dalek fighter pod goes spinning off. Back in the National Gallery, the Tenth, Eleventh, and War Doctors muse on the ambiguity of whether their plan succeeded. The presence of the mysterious painting of the fall of Arcadia remains an enigma to the three Doctors. While they don't know if their plan worked, they agree that it was better to have failed doing the right thing than succeeding in doing the wrong. The War Doctor bids a fond farewell to his replacements, who finally address him as "Doctor": a man fully worthy of the title, even if he will only know it briefly. Because the time lines are out of sync, the War Doctor and the Tenth Doctor won't be able to retain their memories of these events. They will forget them completely until they catch up to their Eleventh incarnation. However, right now, the War Doctor is content. He gives Clara a farewell kiss and takes a moment to sort out his TARDIS out from the other two in the gallery. As he pilots his TARDIS away, he suddenly sees his hands glowing with regeneration energy, and notices it makes sense, as his old body is "wearing a bit thin." After surviving the Time War, he is ultimately dying of old age. With his work done in the battle, the energy begins to overtake the War Doctor. He expresses one last desire that the change will leave him with "less conspicuous" ears this time. The War Doctor smiles peacefully as his next regeneration begins. Acknowledging that he won't be able to remember the answer, the Tenth Doctor questions his successor as to "Where it is we're going that you don't wanna talk about." The Eleventh Doctor relents and reveals that they are destined to die on Trenzalore, in battle, with millions of lives lost. The Tenth Doctor says that's not how it's supposed to be, but the Eleventh Doctor tells him it is determined now. Preparing to leave, the Tenth Doctor tells himself that he's glad his future is in good hands. He kisses Clara's hand, and with a smile, starts to step into his TARDIS. Before he does, he expresses his desire to change their final destination of Trenzalore, saying: "I don't want to go." As the TARDIS dematerialises, the Eleventh Doctor smiles and remarks "he always says that". Clara asks the Doctor if he would like to sit and look at the painting for a little while. He smiles, asking how she knew. Clara kisses him on the cheek and tells him that she always knows — it's his sad old eyes. As she steps into the TARDIS, she mentions that an old man, possibly the Gallery's curator, was looking for him. The Doctor muses out loud that he would be a great curator. He could call himself "the Great Curator", retire and become the curator of this gallery. A very familiar voice affirms that he really might. The astonished Doctor looks over to see a very familiar face standing next to him. An old man who greatly resembles the Fourth Doctor speaks to him of the painting, which he says he acquired under "remarkable circumstances". He tells the Doctor that its two names are actually one: the true title of the painting is Gallifrey Falls No More. The Doctor realises that he was successful, and Gallifrey was indeed saved. The mysterious man reveals that it is simply "lost", and that the Doctor has a lot to do. He also muses that he and the Doctor might be the same man from different perspectives, sounding wistful about days gone by, congratulating the Doctor on the new journey he is about to commence. As to whether or not he truly is an incarnation of the Doctor from the future, the Curator simply teases the thought, "Who knows, eh? Who 'nose'?", and with a tap of his nose, he turns and walks away. The Eleventh Doctor concludes that he has a mission, the mission of a lifetime: he must find Gallifrey and return it and all its people to the universe. Later, the Doctor speaks of his dreams, as he is seen to walk through the TARDIS console room. He says that he finally realises where he has been travelling all this time: home. He simply has taken the long way around. As he exits the TARDIS in the dream, the Doctor joins his eleven past selves in gazing up at the magnificent planet in the sky, determined to find Gallifrey and save his home once and for all. The Doctor is among thousands of ships orbiting a planet after hearing a message being broadcast from it, a three-toned message that no-one can understand. Shrouded in a cape the Doctor visits a ship while holding a Dalek eyestalk to show his bravery, and that he comes in peace. Unfortunately, the ship belongs to Daleks, who fire at him until he teleports back to the TARDIS, where a severed Cyberman head that he calls "Handles" is plugged into the console. Surly after avoiding a near disaster, the Doctor removes his cape and scolds Handles for sending him to a Dalek ship while he was "holding a broken bit of Dalek". Handles, who as a robot interprets everything literally, replies he didn't specify a preference for transport. The TARDIS phone begins to ring, but the Doctor cannot answer the call from the inside. The ship's telephone device has been incorrectly fed to the dummy handset on the outer shell of the police box. He orders Handles to remind him that he needs to patch it back into the console unit, eventually growing exhausted of Handles's inability to grasp figurative language. He then tells Handles to "Just pick a random number, express that number as a quantity of minutes, and when that time has elapsed, remind me to patch the telephone back through the console unit". Clara is calling the Doctor via the TARDIS phone, and pleads that he pretend to be her boyfriend for her family's Christmas dinner. She is having difficulty squaring things away for the event, including how to cook the turkey properly. At the same time, the Doctor has been put in a bind by having to answer her call from outside the TARDIS doors as he hovers through space among a legion of alien races. He leaves the phone hanging before his companion can clarify that she needs a Christmas date after inventing a boyfriend. The Doctor has identified the arrival of a new ship on the TARDIS scanners, and materialises the TARDIS on board to hopefully greet the occupants in peace. His luck is worse this time: the Doctor accidentally visits a Cybership while holding Handles, where he is also shot at until he returns to the TARDIS again. The Doctor, trying to evade the volleys of laser fire from the Cybermen, and Clara, cooking a Christmas dinner under tension, agree to lend each other some assistance. Clara caters to three people over for Christmas, her father Dave, her grandmother, and Linda. Clara doesn't let them figure out she's messed up the instructions for cooking the Christmas turkey and runs outside with relief when she hears the TARDIS materalising. The wind catches her paper crown and she lets it be carried away, more concerned that the arrival of her "boyfriend" is just in time to bail her out of a jam. The Doctor picks up Clara from her home, but gives Clara the strangest greeting yet. Upon entering the TARDIS, she is shocked to see he is naked. She is immediately flustered by his nudity and tells him to stop before he embraces her, daring to ask why he has stripped. He explains by saying he is naked because he plans to go to Church. He uses a holographic filter to project an image of clothes. She takes him inside to meet her family. They appear very embarrassed in meeting him. Dave stares at his behind with a boggled look on his face; Linda is looking on with perplexed discomfort; Clara's gran gives the Doctor a good look over and starts flirting with him - her irreverent giggling suggests she's a bit tipsy. Clara initially does not understand why her friend and family are behaving weirdly, but the Doctor suggests it might be because he didn't update his holographic suit to be visible to her family. She ushers him out of the room with the explanation to her guests that "he's Swedish." Clara asks for an honest opinion of her turkey; The Doctor snarks, "I think a decent vet would give it an even chance." She asks if he has an app for the turkey on his sonic screwdriver. He doesn't like her indignant remark about his screwdriver. The device "doesn't do turkey", nor does anything else. The Doctor tells Clara she would need a time machine. She gives him an indicative glance until he quits missing the obvious solution. They take the turkey to the TARDIS, where Clara opens up a panel near the floor. She can put the bird in the time winds beneath the console to cook it - or, possibly, bring it back to life, the Doctor points out. Dematerialising the TARDIS, he takes her to the planet's orbit. When asked to identify the origin of the transmission, Handles claims it is Gallifrey, which the Doctor refuses to believe. They are then invited aboard the Papal Mainframe, a space church headed by Mother Superious Tasha Lem. The Doctor gives Clara a pill so that she too will have holographic clothes, as nudity in the Papal Mainframe is considered a mark of respect. Tasha and the Doctor discuss the signal coming from the mysterious planet, while Clara repeatedly sees and forgets several Silents that surround her. She bursts into the room where the Doctor and Tasha are conversing, but forgets why after she does so. Tasha sends the Doctor and Clara to the planet, but demands that he relinquish the TARDIS key he has snuck in through his holographic clothes, which she is trained to see through. She does not want the Doctor bringing any technology onto the planet, including summoning his TARDIS. The Doctor complies, and Tasha reminds him that she wants both him and Clara back in an hour. Unfortunately, she accidentally places them in the middle of an ambush of Weeping Angels hiding beneath the snowdrifts. Here, Clara is nearly captured by an Angel when it grabs her by the ankle, but the Doctor helps her wriggle lose. The Angels surround them as the heavy snowfall keeps blinding their vision, but the Doctor unzips his coif and pulls out a spare key that lets him summon the TARDIS, which materialises around them. Clara is stunned at the Doctor's hairless head. Once in the TARDIS the Doctor drapes the wig over Handles and reveals that he pulled the "old key in the coif" trick on Tasha Lem. Clara states that she suspects that he just got bored one night and shaved his head, which he somewhat reluctantly confirms. Clara asks if that's what happened to his eyebrows as well. The Doctor replies that they're "just delicate". Clara is bothered by the Doctor's bald head and comments that his prominent ears now stick out like "rocket fins", he is pleased by this comment but does don the wig again. After they are properly outfitted in winter clothes, they escape to a town called Christmas, a small, quaint community with festive holiday decorations. The Doctor notices that it is 2:00 p.m., but dark outside, so he sums up that the days on the planet must be very short. Meeting a married couple in Christmas, Abramal and Marta, the Doctor and Clara embarrassingly blurt out things they would normally keep to themselves. The couple explains the planet is surrounded by a truth field, so no one can lie, especially around the clock tower. It makes life easier for Marta, but not for Abramal. The Doctor begins to track the origin of the signal to the tower, with a tinge of apprehension to find out what is wrong with such a nice place. As the Doctor and Clara enter the clock tower, the Doctor has a look of gleeful curiosity, until a particular object slips into the corner of his eye. He turns around and looks at the wall with a bitter stare. Something he has dreaded has returned. Anticipating it, he utters, "There you are. What took you so long?" Clara asks why he is so fascinated by a crack in the wall. Glancing forward, the Doctor has found one last crack in time. Feeling the seam of this crack, he remembers the many times the cracks have haunted him since he first began life in this incarnation, from the moment he met young Amelia Pond to the crash of the Byzantium, learning that the day the TARDIS exploded would be on 26 June 2010. One more memory of the past reveals what has lurked behind the door of his room on the Minotaur's prison ship. He saw the image of a crack in time on the wall, reflected as a mysterious white glint in his eyes. The Doctor explains his history with the cracks to Clara. He knew he would see the crack in time again, because he felt a personal level of responsibility since it was his TARDIS that blew up the universe. Although the universe had been rebooted, the event had left scar tissue from the damage inflicted, and created a structural weakness in the whole universe. The Doctor figures out that someone is on the other side of this crack, trying to break into their universe from a separate one through the weakest point. However, it isn't just someone breaking in - it is someone breaking back in. The Doctor asks Handles why he said the message was from Gallifrey. Handles replies that his analysis, according to the TARDIS data banks, matches Gallifreyan origin. Clara is confused, thinking the Doctor told him Gallifrey is gone, but the Doctor reminds her he said it was in another universe. This final crack in time is where the message is being broadcast, and where the truth field is coming from. Suspecting that the Time Lords could be sending the message, both he and Clara exchange anxious looks. The Doctor takes out a copy of the Seal of the High Council he once took from the Master in the Death Zone. He attaches it to Handles to have him decode the message using an algorithm imprinted in the seal's atomic structure. Handles analyses that the message is a request for information - in other words, a question. Annoyed, the Doctor bickers at Handles for not being frank, but the Cyber-head continues to relay its analysis. The message is being sent through all of space and time on a repeating cycle, which the Doctor deduces is the "oldest question in the universe, hidden in plain sight", as Dorium Maldovar once prophesied to him. Handles issues a warning that the translation will be available to anyone in range of listening. He begins to utter a version of the three tones refined into three constant syllables, which then refines further into the voice of The General. The message is a repeat of the same question: "Doctor who?" The Doctor realises that this is the Time Lords, trapped in the pocket universe he and his previous selves sent them to, trying to get out. They are issuing a question only he can answer, and set in place a truth field so he must answer without lying. If the Doctor speaks his real name, the Time Lords will know they are in the right place and come through, and all the alien species above will descend on the planet and begin the Time War anew. Horrified, the Doctor figures out the true stakes of the prophecy: he is facing the threat of all hell coming down on his and Clara's heads if the Time Lords come back. He has Clara take a device to the TARDIS and place it in the charger slot for the sonic screwdriver. With half the universe already above the planet, waiting to open fire, he strongly pleads with her to do as he says. Clara returns to the TARDIS and inserts the device in the charger for the sonic screwdriver. The TARDIS goes into autopilot and it returns to Earth, but as soon as she exits the doors, it begins to dematerialise without her. The Doctor has tricked Clara into plugging a device into the TARDIS that transports her home, for her own safety. However, Clara refuses to abandon the Doctor. She sticks her key into the door lock and grabs hold of the TARDIS before it can leave her behind. Tasha contacts the Doctor through a hologram projected in the sky, telling him the return of the Time Lords cannot happen. She is aware this would restart the Time War again, which as a peacekeeper the Church cannot allow. The Doctor refuses to withdraw and let his enemies destroy the planet. He asks her to answer one last question - the name of the planet he's on. She reveals that the planet is Trenzalore -- the place where he is supposed to die. Despite his plea that the Time Lords are asking for his help, Tasha will not let him rescue them due to the terrible consequences the Church faces. Unable to reason with her, he chooses to stand his ground on Trenzalore and uses his sonic screwdriver to begin ringing the clock tower bell in vigilance. He summons the whole populace of Christmas to the sound of the bell and declares that he's the new sheriff in town who will defend them. This will be where he has his last stand, to protect his people and the innocent citizens of Christmas from the attackers above, and he is the only one capable of stopping them. The Doctor is about to be sucked into a gargantuan battle that Clara cannot suffer through. Meanwhile, Tasha Lem issues forth an unscheduled faith change to the Church. They will now be dedicated to the solitary cause of bringing silence - the Doctor's silence. He must not be allowed to speak his name before the Time Lords, and war will not begin. She and the congregation exclaim, "Silence will fall!" For the next three hundred years, the Doctor defends Trenzalore from his enemies. He defends Christmas in a number of ways. One time he disabled the cloaking device on a Sontaran vehicle, allowing the Church to destroy it the instant the vehicle registered on their technology scan. Lacking competence, neither Commander Skarr nor his companion noticed they had been revealed until it was too late. Both were promptly wiped off the planet and received a posthumous apology from Colonel Albero for their deaths as they were sorted to the appropriate afterlife. Following this victory, the Doctor trapped a Weeping Angel in front of a mirror bearing the message, "With Love from the Doctor", in marker, where it would remain indefinitely quantum-locked by peering at its own reflection. On another occasion, the Doctor tricked a wooden Cyberman, created to be too primitive to set off the alarm, into destroying itself after using both the sonic screwdriver and the truth field to make it think its gun had been turned around. Equipped with a flamethrower instead of laser technology, it blew a gaping hole in its chest. The Doctor told the Cyberman to inform the rest of the Cyberiad that "the Doctor stays" before it ceased functions. Not always fighting, the Doctor found time to have a party with the village in his honour. He held a play and entertained the children of Christmas as the puppet Doctor who fought a Monoid. He even taught them the drunk giraffe dance and how "'cool' was not cool." According to Tasha, the Doctor seemed to forget of his life before the siege. He spent his spare time fixing the toys the children played with - sometimes a little too much - and grew close to a child called Barnable. He fixed a leak in a barn belonging to Barnable's father, though once again, he went beyond the necessary repairs and turned it dimensionally transcendental, hoping the word won't get out, or else everyone in town might ask him for one of their own. However, the Doctor's lengthy stay on Christmas has distracted him from the life he left behind, which returns when he least expects it. He hears the TARDIS coming back a good three hundred years late, which worries Barnable he may be leaving soon. On the contrary, someone else has arrived, despite the Doctor's efforts to protect her. Clara returns after gripping to the sides of the TARDIS, which forces the TARDIS to increase the shields and bring her back through the Time Vortex, slowing it down considerably on its journey back to Trenzalore. She meets a Doctor who has spent three centuries defending the town of Christmas. He now has grey hair and wrinkles, and needs a walking stick. The Doctor and Clara at first exchange angry remarks - Clara is strongly upset about being left behind without even a good-bye, and the Doctor becomes irritated that she returned to Trenzalore. However, the two of them can't help but embrace in a warm hug. The Doctor decides to take Clara to his new home on Trenzalore, the bell tower in Christmas. He has taken residence in the same room with the time crack, now adorned with hundreds of drawings given to him by the children of Christmas. Each drawing shows a child's love for the Doctor and provides a peek back at his bygone adventures, after recounting many stories over the passing centuries to entertain the kids. However, Handles has heavily aged alongside the wearisome Doctor and barely functions. The rusted Cyberman head announces he has developed a fault through his stuttering electronic voice, warning that he doesn't have much time left. Shortly after, Handles dies -- but not before finally reminding him that he needs to patch the TARDIS phone back into the console. The Cyberman ceases to function, and the Doctor despairingly shakes his head. Holding back tears, he quietly says, "Thank you, Handles, and well done. Well done, mate." The sun rises over Trenzalore, and the Doctor informs Clara that he watches the sunrise every day to remind himself of what he is protecting. Though she thinks it is a beautiful sight, Clara is pressed to ask the Doctor why he decided to drop her back on Earth. The Doctor feared that if he had allowed her to stay, he'd outlive her or lose her in battle, and he would have buried her long ago. Clara defiantly tells the Doctor she would have found a way to prevent him from being stuck on Trenzalore, but the Doctor is quick to disagree - "Everyone gets stuck somewhere eventually, Clara. Everything ends." Clara still isn't convinced it applies to the Doctor, even though he has grown quite old. She says he cannot die, and instead regenerates with a new face each time he is about to perish. The Doctor grimly reveals to her that Time Lords can only regenerate twelve times. She surmises that this shouldn't be a problem, as he is "Number Eleven". He reminds her of "Captain Grumpy", his Time War incarnation; although he didn't call himself "the Doctor", it was still a regeneration. Clara thinks this should be fine, as this now makes him "Number Twelve". He tells her of the regeneration the Tenth Doctor aborted, yet keeping the same face, simplifying the explanation to "I had vanity issues at the time." He is therefore on his thirteenth, and final life. He and Clara then watch the sun rise for a few minutes, until a thunderous boom from overhead reveals Tasha Lem's holographic face in the sky. She announces to the Doctor that the newly renamed Church of the Silence is requesting parley. The Doctor is being allowed to meet with her to discuss a truce, with his rights and safety sanctified. Tasha offers to have him transported to the Papal Mainframe, but the Doctor declines, knowing he's got his TARDIS back. By the time Tasha deactivates her hologram, the sun has already vanished over the horizons of Trenzalore. The Doctor reminds his companion, "Everything ends, Clara. And sooner than you think." The Doctor and Clara prepare to board the TARDIS, where they find Barnable guarding it, wondering if the Doctor will leave Christmas. He gives the boy assurance that he's known the Doctor long enough to trust he will return. Barnable promises to wait for him. Clara and the Doctor then arrive back on the Papal Mainframe, now converted into the Church of the Silence, where Tasha still remains in power as a youthful Mother Superious. When Clara mentions her youthfulness, the Doctor simply replies that she is "against" ageing. After centuries of battle with the Church, the Doctor now understands the origin of the Silents. The memory-proof race of aliens are genetically-engineered confessional priests, whom Church members can confess their sins to, then later forget. When the Doctor returns to Tasha's chapel, he discusses the parley at a table instead of a bed (as seen when he first arrived at the Papal Mainframe). Tasha explains a renegade faction of the priests belonging to a sect of the Church called the Kovarian Chapter broke away and travelled back in time to stop the Doctor from reaching Trenzalore. However, Tasha has been helpless against the onslaught of the Doctor's enemies since his long battle began. The Mainframe itself was attacked by the Daleks three days prior to their meeting. The Doctor asks why she didn't call for help. Tasha replies, "I tried. I died in this room, screaming your name. Oh I died. It's funny the things that slip your mind." With those words, the horrified Doctor realises that Tasha and her crew have been killed by the Daleks and turned into Dalek puppets. Eyestalks burst out from their skulls - even the Silents. This is a trap set by the Daleks to snare their greatest enemy. As Tasha succumbs to the puppet conversion, three Daleks enter the chapel and accost the Doctor. He is surprised that they now remember who he is, after Oswin Oswald purged the Dalek Pathweb of their information about him. The Daleks reveal that their memories of the Doctor resurfaced after they harvested replacement information from Tasha Lem's cadaver. Because of this, the Daleks have redoubled their efforts to stop him from saving Gallifrey, well aware their nemesis race, the Time Lords, could return to wipe them out. The Doctor prepares to surrender, allowing the Daleks to think he would let Clara be exterminated. Clara plays along with the bluff, realising the Daleks would kill her even if he tried to save her rather than betray. The Doctor then praises Clara for being a strong-willed woman, but also berates Tasha, claiming her Church was useless and she was too spineless to be of any help to him in the war. The insults urge Tasha to regain her mind, subconsciously furious at the Doctor, giving him a fierce slap. She then uses her puppet form's gunstick to wipe out the Daleks. The Doctor kisses her and apologises for having to make her angry, encouraging Tasha to keep fighting the Dalek programming still inside her. As he and Clara escape to the TARDIS with Tasha's help, Tasha protests that she has kept fighting for the sake of the peace, not the Doctor and his ego. Inside the TARDIS, a timer bell dings, alerting the Doctor that Clara's turkey has finished cooking - or woken up. Before Clara goes to check on it, she asks the Doctor to promise her he will never leave her behind again. He complies. As she goes down to the lower level, the Doctor sees Barnable still beside his TARDIS. The Doctor quietly replaces the charger inside the TARDIS and returns to Christmas town. While Clara thinks he has stepped out, she exits the TARDIS with turkey in hand only to find that she is back on Earth. He has tricked her into leaving his company for the second time, and the TARDIS soon makes a return flight to Trenzalore right after she exits it with her cooked turkey. This time, she really is stranded, without any means of return. On Trenzalore, Barnable questions why the Doctor has brought back his TARDIS if he doesn't intend to leave the planet. He explains it is a reminder that he might leave someday. The Doctor continues his long war against his enemies, as a great many years pass. Now on good terms with the Church again, he is able to ally with their soldiers and the Silents instead of facing them as villains. Together they defend the planet from attackers above, until only the Daleks are left. The troops of the Church help the Doctor defend Christmas against aerial attacks by fighter pods and land assaults from Dalek tanks. Countless casualties mount up, but the Doctor maintains his stand on Trenzalore as time wears on. Meanwhile, having returned to her family (who assume she's broken up with her "boyfriend"), Clara asks her grandmother about her late husband, who consoles her with memories of him. Clara cries when she notices how similar they sound to her own memories of being with the Doctor. She then hears the TARDIS engines and joyfully runs outside, thinking the Doctor has changed his mind. Instead, she finds the TARDIS piloted by Tasha, claiming, "Flying the TARDIS is easy. it's flying the Doctor that's hard." She returns Clara to Trenzalore to see the Doctor one last time, saying she could not let him die alone. Clara reenters the Doctor's old sanctuary in the bell tower to find an elderly man toiling away at fixing a child's wooden horse. After announcing her presence to him, he turns around to reveal a heavily wrinkled face with long, balding white hair, glasses perched on his nose to help his weakening eyes. The Doctor is now very old and often acts slow and slightly confused. Clara gives the Doctor a cracker from her family's Christmas festivities and helps the ailing Doctor to open it. She recites the poem inside with the hope it may cheer him up: Now it's time for one last bow, Like all your other selves. Eleven's hour is over now, The clock is striking twelve's. The Doctor doesn't get it, wishing for a knock-knock joke. From above, a huge Dalek mothership and several Dalek fighter pods surround the clock tower. A booming Dalek voice from the mothership demands for the Doctor to show himself. Suffering memory issues, he mistakes a young man for Barnable who comes into his tower dwelling to warn him of the Daleks' arrival. Sadly, Barnable is long gone and the Doctor can't recognise that fact, and buys him off with the notion he has a plan. Unfortunately, the senescent Doctor has no more plans left after 900 years on Trenzalore. At the very brink of his final incarnation's death from natural causes, he still won't release the Time Lords, knowing that it would mean hell for all the universe. All his enemies have withdrawn save for the Daleks, whom he has been fighting with the aid of the Silence. The Daleks have chosen to remain in battle with the Doctor, because unlike the other alien races who have opposed the return of the Time Lords, they have a very personal stake in the siege. The Doctor is threatening to unleash their nemesis species from the crack in time. After experiencing the fury of the warring Time Lords once, the Daleks will see this battle through to the end if it means preventing another Time War with their greatest enemies. Running outside to see what is happening, Clara sees the Doctor, at the top of Christmas's clock tower, preparing to die. He admits defeat to the Daleks, and jests that they've been trying to kill him for so long that he's actually dying of old age. The Dalek voice from the mothership announces with certainty, "You will die, and the Time Lords will never return." Despite these words, the Doctor has not been shot down where he stands. Rightfully so, the Daleks lack the courage to finish him off, thinking he might have some trick up his sleeve, until the Doctor explicitly states he has nothing left to stop them this time. The Daleks begin opening fire on the town below, but still desist from attacking him directly. As the Daleks begin their attack, however, a new, much larger crack appears in the night sky, apparently unnoticed by all but the Doctor. Golden energy emanates out of it and enters the Doctor's mouth. As he swallows the crack's gift, the Doctor's eyes widen in surprise as he realises what has just happened, and his mood completely turns over when he sees his hands glowing with the all-too familiar force that has saved him from death twelve times before; the Time Lords have granted him a new cycle of regenerations. Unaware of this, the Daleks begin to taunt him, asserting that: "The rules of regeneration are known! You have expended all your lives!" However, repossessed of his old vigour, the Doctor begins to dance around and act like his old self again. He twirls his walking stick and defies his enemies with the mocking challenge "Sorry? What did you say? Did you mention the rules?" before giving them a little advice: "Tell me the truth if you think you know it; lay down the law if you're feeling brave. But, Daleks - Never. Ever. Tell Me THE RULES!". He begins boasting that his unprecedented thirteenth regeneration is "breaking some serious science" and is "gonna be a whopper!" In the aftermath of the Doctor's regenerative backdraft, the shaken villagers of Christmas emerge from hiding. A woman sobs from the impact of what has happened while others work quickly to clean up the scene of bedlam and rescue others needing help. Clara quickly returns to the TARDIS in search of the Doctor, finding the call box door open, where the outside phone mysteriously lies off the hook; she puts it back where it should rest and goes inside. She sees the Doctor's worn out winter clothes splayed on the TARDIS console floor, while a nearly-empty bowl of fish fingers and custard sits on the control panel. She hears footsteps coming up the stairs. She turns to see the Doctor, with his current incarnation's youth restored and dressed in his normal clothes. Clara's joy at seeing a "young" Doctor quickly fades when he informs her that this is "just the reset" - the process of change has started, and cannot be stopped. He enjoys one last taste of the fish custard, a meal he relished at the very start of his now fading incarnation. Clara is saddened greatly when she realises that the Doctor she knew is about to disappear. However, the Doctor is not upset about the regeneration yet to come. He understands how fast everything about him and life itself can be gone in a moment, because it is always changing. He comforts Clara by telling her that times change, and so must he. The Doctor's hand begins to glow with regenerative energy and he smiles. Suddenly, he sees a little girl running through the balcony of the TARDIS with cheerful giggling, with every inch of its walls covered in her drawings of their adventures together, alongside those given to him by the children on Trenzalore. Aloud, he calls out to Amelia. Confused, Clara asks who Amelia is, and he describes her as "the first face this face saw." Happily awaiting the regeneration, the Doctor gives this incarnation a fond eulogy. He assures Clara, "We all change, when you think about it, we are all different people, all through our lives, and that's okay, that's good! You've gotta keep moving, as long as you remember all the people that you used to be. I will not forget one line of this, not one day, I swear. I will always remember when the Doctor was me." He then sees an adult Amy Pond in the TARDIS. Amy descends from the balcony, places her hand against his cheek, and tells him, "Raggedy Man good night." The Doctor places his hand against her face as well, only to see he's reaching out for air; his vision of Amy and the drawing-covered TARDIS wall was a hallucination. Ready to move on and become a new man, the Eleventh Doctor removes his cherished bow-tie, dropping it to the floor, before seemingly focusing on his impending regeneration. In tears, Clara begs him not to change and reaches out to him. Extending his hand - now glowing with regenerative energy - towards her, he smiles wearily and whispers "Hey", and then suddenly jerks his head back. In nearly an instant, accompanied by a sudden flash of golden light and an explosive sound, the Doctor completely changes from the youthful, geeky alien Clara knew, to a tall, gaunt, older-looking man with short silver hair and the impeccable razor-sharp gaze of the mysterious Doctor from the future that joined the previous twelve to rescue Gallifrey from the Time War. Utterly dumbfounded by this new face, Clara can only watch open-mouthed as the Twelfth Doctor stares her right in the eyes, before stumbling backwards with a grunt of pain, clutching his abdomen. He proclaims, "KIDNEYS! I've got new kidneys! I don't like the colour." Bewildered, Clara can only ask if it's the colour of his kidneys he doesn't like. Suddenly, the TARDIS begins shaking. The new Doctor not only tells her that they're likely to be crashing into something, but to her horror, he says he has "just one question: do you happen to know how to fly this thing?" Amy Pond tries to get the Eleventh Doctor's attention while he fixes the TARDIS. She fails, but finds Rory is helping the Doctor with his routine maintenance by installing thermocouplings. However, Amy thinks that he is helping the Doctor fly the TARDIS and they start to quarrel about Amy cheating on her driving test by wearing a short skirt to distract her examiner. The lights go out. The Doctor asks Rory if he dropped a thermocoupling, which he apologises for doing. Amy also apologises. Confused, the Doctor asks why. Amy points out that Rory was looking up her skirt through the TARDIS' glass floor. The Doctor can only respond, "Oh Rory!" The Doctor turns on the emergency materialisation to land the TARDIS in the nearest safe place. The lights come back on to reveal the TARDIS has materialised inside itself. As a test to see if things are as bad as he believes, the Doctor walks through the doors of the inside TARDIS, stepping in through the outside doors. Rory says that is cool. The Doctor tells Rory it's a good thing he finds it amusing because they have caused a space loop that has now trapped them inside the TARDIS forever. Another Amy walks through the TARDIS doors, telling them things are going to get complicated. The new Amy explains to the Eleventh Doctor, Rory Williams and the other Amy that she is Amy from slightly in the future: she stepped into the TARDIS exterior, which has drifted slightly into the future, and it sent her into the TARDIS interior slightly in the past. The present Amy is confused and is told it's only what the future Amy was told when she was in the present Amy's place. Future Amy says that present Amy enters the exterior of the TARDIS after slapping Rory. Rory wonders why he must be slapped and the Doctor tells them this timeline must be maintained or they will end up with two Amys forever. Rory begins thinking about it. Amy, catching on to his train of thought, slaps him for the idea. The Doctor rushes Amy to the police box, but Amy stops to compliment her future self's appearance. The Doctor thinks they're doomed and says, "Oh, this is how it ends: Pond flirting with herself. True love at last." He apologises to Rory in case he has hurt his feelings, but Rory has no problem with it as he was distracted by the two versions of his wife. The present Amy enters the box to become the future Amy, making there once again one Amy. Amy wonders if things are okay now, but the Doctor tells them that they are still trapped. Another Amy appears through the interior TARDIS door again, with a second Rory in tow. The Doctor asks them why they entered and Rory tells him that he told them to and jumbles up his words explaining that he's about to tell the present Amy and Rory to enter the police box. Present Rory asks if he has to remember all of this, but he's told by future Rory it happens spontaneously. Amy flirts with herself again, but the Doctor tells her to stop and forces Amy and Rory into the police box. Amy wonders what they should do now, but the Doctor tells her and Rory to stay where they are to stave off further complication. Rory asks the Doctor what he is doing. The Doctor explains that he is setting up a controlled temporal implosion to reset the TARDIS, but since he doesn't know which lever to pull, the entire TARDIS could explode. Amy chastises him for not knowing what to do, but the Doctor tells her that though he doesn't know now, he will in a moment. A second Doctor walks through the doors and says to pull the wibbly lever. The Doctor thanks himself, does so and enters the police box before it dematerialises. The Doctor explains that everything is back to normal and there is no longer any danger of the localised time field imploding and destroying all causality. He adds, "But just in case. Pond, put some trousers on", before returning to work on the console. Amy glares at Rory, who can't find anything to say in his defence and walks off. Amy smiles and walks off. In the console room of his TARDIS, the Eleventh Doctor is celebrating his acquisition of a new fez formerly owned by his old friend Albert Einstein. The Doctor trips near the console, knocking the fez out of his hands and onto a lever on the console. The Doctor accidentally pushes another lever, causing the fez to vanish. A time portal appears and Einstein himself stumbles through it with the fez, bewildered. Einstein had been working on his own attempt at a time machine, but when he tried to turn it off, he arrived in the TARDIS. Einstein also thought that he'd discovered the vital part of finishing his time machine — a green liquid, which he believed to be bionic fusion liquid. After scanning the liquid, the Doctor informs Einstein that he is wrong. When Einstein walks away from the console to run some tests on the liquid, the flask suddenly bubbles over and the liquid splashes onto his face, turning him into an Ood who repeats the sentence, "Death is the only answer." The Doctor has the TARDIS generate an energy field which turns Albert back into his normal self. The Doctor recommends that Albert keeps his fried hair, as it looks "more sciencey". The Doctor drops Albert off on 18 September 1945, and leaves for another adventure; unnoticed by the Doctor, a bit of Einstein's liquid remains on the console room floor, moving on its own. The Eleventh Doctor and Amy Pond are inside the TARDIS, and Amy tells him that the guide book for travelling through the universe says they need to have at least one adventure per week. Complying, the Doctor activates the TARDIS' "Adventure Setting" and they are off. However, the TARDIS starts to malfunction and the Doctor gets blasted by steam. His hair becomes messy and the TARDIS continues to malfunction. The Cloister Bell sounds and the TARDIS console fires out sparks. The Doctor says the TARDIS is going to crash. He and Amy hang on for dear life and they crash. Once they get up, an athlete runs through the door holding the Olympic Flame. He asks where he is, then realises he was running from something. They all look at the door and see a Weeping Angel. The Doctor and Amy say, "don't blink", but then the TARDIS fires sparks out of the console. The Weeping Angel takes the Olympic Torch from the athlete. The Doctor says the Angel wants to destroy the Pride of the Olympics and ruin London 2012. He points his sonic screwdriver at the torch, using it as medium for cracking and blowing up the Angel. The athlete jumps up and grabs the Torch so it doesn't hit the floor and go out. He thanks the Doctor for his assistance, giving him his own gold medal before heading out the Olympic Beacon as the final runner in the Olympic Torch Relay. The Doctor heads to the console, where he announces that they are now going on an adventure. The Weeping Angel appears in the doorway, still cracked and missing the arm that held the torch. It stares into the TARDIS. April: The Eleventh Doctor phones Amy and Rory on their answering machine about his adventures: fleeing Sontarans by surfing the firefalls on Florinall 9, meeting Mata Hari in Paris, singing the backups for an album and crashing into ancient Greece. May: The Doctor bursts into the Ponds' house while they sleep, trying to tell them that the world is endangered and that they are to save the planet. Realising it's the wrong time for them, he decides to collect their future selves. The Doctor tells them they'll be safe, wishes them a good night and leaves. Rory says he hates it when the Doctor does that. June: Rory steps into the bathroom, and is startled by what he sees. Whilst collecting himself, Amy goes into the bathroom. Revealed is an Ood in the bathroom asking, "May I be of any assistance?" July: The Ood is still living in the Pond household, acting as a butler for Amy and Rory - cleaning their windows, making food, hanging their washing outside. The Doctor explains that he rescued the Ood from the Androvax conflict, planning on returning it to the Ood Sphere, and misplaced the Ood when he last visited. He tells Rory that he will pick the Ood up "tonight" and then starts wondering when tonight will actually be? August: The Doctor, having returned the Ood to the Ood Sphere, leaves another message on the Ponds' answering machine, talking about more of his adventures, such as having invented pasta. He attempted to visit Amy and Rory's home, but they were out. He's sure everything's alright with them, but as he speaks footage is shown of Rory storming out of the house and Amy shouting. He then says to call them if they need him and hangs up. He then gets a nervous look on his face and deletes the message. Soon, Amy arrives home and checks the answering machine. Finding no message, she says to herself, "We need you, raggedy man. I need you." In late Victorian London, a Tyrannosaurus is rampaging in the River Thames, much to the shock of onlookers. When the Paternoster Gang arrive, the inspector is sure Madame Vastra hasn't seen anything like this; however, she comments "not since I was a little girl." Jenny comments the dinosaur is awfully big, with Vastra correcting her on the common size for dinosaurs and its gender; the Tyrannosaurus is a female. The inspector wonders how the dinosaur ended up in the Thames, with Vastra explaining it time travelled, much to the disbelief of the inspector. Seeing the dinosaur coughing, Jenny uses a wrist-worn device to examine it; there is something lodged in its throat. It coughs up the TARDIS, which lands upright on the banks of the river. When the inspector says the dinosaur laid an egg, Vastra rather incredulously, responds by stating, "It dropped a blue box marked "police" from its mouth. Your grasp of biology troubles me". She then gives him a bagful of sonic lanterns, explaining to put them in 20 foot intervals; the devices will emit a signal that will convince the Tyrannosaurus to remain in place. With the dinosaur confined to the Thames, London will be safe from any casualties from the dinosaur trying to hunt the locals for food; it also prevent any property damage aside from the bridges. The group descends to the bank. Vastra nods to Strax to investigate the TARDIS. Strax knocks on the TARDIS door, demanding the occupants come out and surrender to the glory of the Sontaran Empire. The freshly regenerated Doctor opens the door, shushing Strax and shutting the door. Confused, Strax asks for the Doctor. The Doctor opens the door again, letting smoke out; he begins questioning if Strax is one of the seven dwarfs, much to Strax's own confusion. The Twelfth Doctor appears to be suffering from post-regeneration confusion, much like his fifth, seventh and eighth incarnations. The Doctor and a disheveled frizzy-haired Clara leave the TARDIS, and the Doctor explains a dinosaur was chasing him, but he thinks he escaped. Seeing Vastra and Jenny, the Doctor calls them "The Green One and the Not Green One" before stating he must prejudge as he could be wrong. Clara tries calming the Doctor, who mistakes her for Handles; he wonders if she regenerated from that robot head before stating Clara's let herself go. Hearing the dinosaur roar, the Doctor yells for it to shut up; he yells in shock at them having a dinosaur as well. Listening to it, the Doctor tells Vastra to turn down the sonic lanterns, as they are giving the dinosaur a headache. Strax questions how the Doctor knew, to which the Doctor calls him Clara and announces his ability to talk to dinosaurs. Clara points out the Doctor's mistake; he defends it by stating they are similar in height. The Doctor says everything is going dark and wobbly from his point of view, asking them to stop. Clara tells him that it's not them doing that; it's him. The Doctor decides to pay no mind to his condition, telling everyone to "take five". He collapses, unconscious, with Jenny asking who he is and where the Doctor is. Clara identifies the new Doctor as the same man. Vastra comments, "Here we go again." Back at Vastra's house, the Doctor is conscious again and dressed in a Victorian nightshirt, but hyperactive; he demands to know "who invented this room", since he's never used a bedroom before, and having an entire room to be unconscious in seems pointless as you're missing the room. After claiming that a nearby mirror is "absolutely furious", he becomes annoyed about the accent Jenny and Clara speak with, as his accent is now Scottish; he thinks they've developed faults. Vastra, however, talks "properly" by adopting a Scottish accent which pleases the Doctor; she tricks him into pyschic linking with her, bouncing back an image of perfect sleep into his mind. Putting the Doctor back to bed, Clara wonders how to change him back; Vastra leaves the room, asking Jenny to fetch her veil. Clara explains to Jenny how confused she is about the Doctor's new incarnation: he's old and grey, even through it's a new body. When questioned how she'd react if Vastra was different, Jenny points out that Vastra isn't even human and that she loves her anyway before leaving. Watching over the Doctor, Clara hears the dinosaur wailing. The Doctor mumbles in his sleep, seemingly translating its roars into a lament for its lost world, ending with, "Can't see me. Doesn't see me," which Clara believes refers to the dinosaur (which she thinks is odd given the size of it). Strax comes in and escorts Clara to Madame Vastra, who asked to have a word with her. Outside on the street, people are still looking at the giant dinosaur. A man called Alf guesses the Tyrannosaurus is part of a government plan, in conversation with his wife. Alf then says to a mysterious man there is something wrong with the dinosaur's neck, that makes it look unreal. The man replies that Alf has good eyes, and he needs them as a gift to replace his bad eyes. He reveals the other side of his face — it looks like a clockwork robot — and then proceeds to remove Alf's eyes. In Vastra's study, she questions Clara about how she and the Doctor came to be in Victorian London after Trenzalore. When Clara says that the Doctor is gone, Vastra corrects her by stating he renewed himself; this amuses Clara, who finds it ironic as the Doctor's new form is aged. Vastra goes on to state that the Doctor wears a face as she wears a veil, and that is to be accepted; she wears a veil to hide her face as a judgement on the hearts of others. The conversation escalates as Clara thinks Vastra is judging her, but Vastra retorts by implying that Clara is judging the Doctor because he is no longer the handsome young man she met. Clara explodes, insisting that she is not so shallow that the previous Doctor's looks are what made her travel with him. Jenny applauds, surprising Vastra; Vastra laughs that she wondered what Clara would be like when angered. Vastra explains that the Doctor needs all of them — especially Clara — as anchors to find himself again. When Clara realises that Vastra has removed her veil, she wonders when that happened; "When you stopped seeing it". Upstairs, the Doctor wakes up smelling something. After sniffing about on the floor, he finds a piece of chalk. He writes Gallifreyan calculations with the chalk around the whole room, including on the walls and floor. Hearing the dinosaur roar, the Doctor heads to the door; however, he finds it "boring; not me". He then proceeds to climb out of the window ("Me!!") and on to the roof; he shouts across London at the dinosaur, apologising for getting his time machine stuck in its throat. However, just as he vows to get it home safely, the dinosaur spontaneously bursts into flames and collapses, to his horror. Inside the house, Vastra and the others hear the dinosaur wail in agony, and call for Strax to prepare the carriage. Outside, the Doctor jumps off the roof and lands in a tree. Falling from the tree and getting stuck on a branch, he stops a horse and carriage and asks that he will need to relieve him of his "pet", much to the driver's confusion. The Doctor replies that he was talking to the horse. Jumping onto the horse, he uses the sonic screwdriver to cut the ropes linking the horse to the carriage. As the Doctor struggles to properly control the horse (and also fails to tell his "new hands" apart), the Paternoster Gang and Clara unknowingly follow him. The Doctor arrives at the bridge and quietly observes as the dinosaur burns in the flames; he is horrified by it's death as he dragged it here to this time. The Paternoster Gang arrives, with Clara questions the Doctor's sudden appearance here; Vastra explains the Doctor goes wherever there is trouble. They wondering who would do such a thing. The Doctor says that's not the real question, nor is "how". The question is: "Have there been any similar murders?" Vastra admits there have been similar ones. The Doctor then asks if humans are watching the dinosaur's corpse burn, then who would be calmly walking by: he points to the mechanical man who stole Alf's eyes, who is ignoring these strange events completely. The Doctor jumps into the Thames. Clara worries that he'll drown, but Vastra explains that the Doctor has taken up the case — the only way to find him again is to do the same. Clara washes up the next morning, taking notice of Strax's voice out the window; he is threatening workmen to be careful with unloading the TARDIS. Greeting Clara, Strax explains the Doctor will always come looking for his time machine, and "By bringing it here, he will be lured from the dangers of London to this place of safety, and we will melt him with acid." Clara retorts "OK, that last part?" Strax apologises for his verbal fumble, citing it's an old habit. Clara asks for "The Times" to be sent up to her. Strax promptly throws the paper up to Clara, striking her in the face and knocking her down. Now in a Victorian dress, Clara makes her way downstairs and meets Jenny, who warns her not to disturb Vastra as she is investigating other cases — including having a child poisoner for dinner (literally), so she had best stay out of the larder (it will get noisy later). Knowing that Clara is still worried about the Doctor, Jenny explains that they have the Paternoster Irregulars out in force to track him down. Clara encounters Strax once again, who offers her water. Clara at first accepts, but then declines when Strax gives her the bucket of water he has been using to mop the floor (and had previously bathed in). Strax then gives Clara a medical examination, finding her spleen to be in enviable great condition. He moves on to her head, stating she's 27 years old (and is silenced about her life expectancy, though not before indicating her prognosis for a long life is excellent) and tries figuring out the image he's seeing in her subconscious. Strax explains Clara may end up serving with him, as London has many dangerous thugs who could kill the Doctor in his current state. In a dirty alley somewhere, the Doctor examines his new face in a small mirror and rummages through debris. As an old man stumbles by, the Doctor is confused over why he now has this face. Ranting and belligerent, he asks the man's input on why he gave himself this face, noting it's familiar to him; it's like his subconscious is trying to tell him something, but the Doctor can't figure it out. The Doctor asks the frightened man if he has seen his face before. Intimidated by it, he says he doesn't like the Doctor's face—the Doctor's not too fond of it either, due to a new, potent set of "attack eyebrows" that seem like they want to cede from the rest of his face and "set up their own independent state of eyebrows". Playing along with the Doctor's madness, the old man agrees he has mighty eyebrows. The Doctor notes that he has a Scottish accent, which the man confirms; he is delighted by this and rants on that he can now complain about things, before demanding the man's coat. The man whimpers in fear, until the Doctor brings up a newspaper, showing the article "Fourth Case of Spontaneous Combustion". The man wonders what "devilment" it is; the Doctor doesn't know, but says he'd probably blame the English. In Vastra's study, she is busy in front of a board, with Jenny posing for her in her underthings. Vastra goes on to explain about spontaneous combustion, confirming Jenny's question if it's similar to "love at first sight". Jenny tells Vastra she doesn't need to flirt with her; they're already married. Vastra turns the board, revealing a map and the locations of the incidents; Jenny is not too amused that her wife had her posing for no good reason. Vastra tries passing it off as just a whim. Clara barges in, which Vastra mistakes as Clara wanting to take Jenny's place posing. However, Clara shows her the adverts; there's a notice in the paper addressed to the "Impossible Girl" — the Doctor's nickname for her - saying to meet "on the other side". Vastra calls for Strax to bring tea, as this is going to take some time to figure out. The four of them examine the entire paper, finding nothing else of importance except the message. They begin guessing what the message means: the other side of London, or the other side of regeneration after he's recovered? However, Clara states that the Doctor isn't complicated, and "frankly doesn't have the attention span" for puzzles (especially now). Deciding to keep the meaning of the phrase dead simple, Clara checks the other side of the same page, finding Mancini's Family Restaurant is the meeting place the Doctor has chosen. Clara arrives at the restaurant and is soon joined by the Doctor, now wearing the tramp's coat; he traded his favourite watch for it. She is horrified to hear that as it was a beautiful watch. The Doctor tries to laugh to lighten the mood, but Clara is angry with him; she asks what kind of person would put a cryptic message in the paper instead of sending a note to someone they've known a long time. The Doctor says it would be an egomaniac needy-game player, to which Clara says is something that hasn't changed; however, the Doctor says he doesn't want her to change and doesn't mind playing her games, having figured out the puzzle. They argue over if the message is "for" or "from" the Impossible Girl, before realising neither of them placed the ad; however, Clara then realizes the Doctor insulted her. While Clara is upset, the Doctor is more interested in their surroundings. He makes Clara look at the diners and notice how they are mechanically cutting food and bringing silverware to their mouths — but not actually eating anything. The Doctor then uses a hair from his head, prompting her to laugh that if he's having a cull, it's not the only grey hair he has. He then pulls out Clara's hair, telling her that she would have wanted it killed anyway for being out of place. He drops it, deducing that the air flow in the restaurant is only coming from them because the other diners are not breathing. The two stand up to leave, only for every diner in unison to rise and block them off, forcing them to sit again. A waiter comes over, and the Doctor asks for a children's menu. Instead, the waiter scans the Doctor with an advanced gadget and recites various body parts such as spleen, liver and kidneys. Clara wonders why such things would be on the menu, but the Doctor informs her they are the menu. He reaches up to remove the waiter's face, revealing a mechanical form underneath. He presses the face to Clara's own to show her — to her horror — it's an actual human face. The robot tells them that the restaurant does have a children's menu before locking them into their chairs as the booth lowers itself into a tunnel. The Doctor tells Clara the efficiency is admirable; Clara disagrees. Finding themselves in a chamber below the restaurant, the Doctor says it functions as a larder; it's cheaper to keep them alive until they're needed for parts. The Doctor plans to drop the sonic screwdriver onto the floor and have Clara pick it up with her feet, then toss it to him. As Clara tries reaching the sonic, the Doctor mutters he misses Amy (who had longer legs). Clara grabs the sonic, tossing a bit too low; however, it does land in the Doctor's lap. Sore in more than one sense, the Doctor frees them, with Clara asking why the sonic screwdriver wasn't voice-activated before realising he forgot it was. They make their way to a chamber and find the Half-Faced Man from before sitting in a chair. Around him are pods containing other droids, all dressed and resembling real Londoners. Examining the Half-Faced Man, the Doctor realises it's recharging and this is not a typical cyborg — but a robot who adds human flesh to himself. The restaurant is their way of capturing random humans to harvest their flesh and organs for themselves, since they require a constant supply of spares to replace their rotting organic parts. The cases of "spontaneous combustion" are their way of killing the victims quickly to hide the evidence of mutilation, including the dinosaur. The Droid begins to awaken and the Doctor and Clara start to run. A door slides closed between them, Clara begging the Doctor to let her in but the Doctor shocks her by saying it's better they're not both captured and leaves her behind. Clara remembers the Doctor saying that the robots don't breathe and holds her breath as she tries to walk to the exit. She nearly makes it but eventually is forced to take a breath and passes out, remembering taunts from her unruly pupils in the past. She had made the mistake of using the biggest threat she could make (expelling them) first, leaving nothing else to scare the children with. The students proceeded to laugh at her. Waking up, Clara is confronted by the Half-Faced Man, who demands to know where the Doctor is. Knowing it's logical, Clara states she will not talk and killing her will have the same result — loss of information. Clara offers it a deal: a question for a question. She asks why it killed the dinosaur and is told it was to harvest its optic nerve. Clara realises the Half-Faced Man was specific, knowing exactly what a dinosaur's organs were like, and asks how old it is. The Half-Faced Man states they have been working for millions of years to rebuild themselves over and over, all in search of the "Promised Land." It threatens to kill Clara but she remains strong and defiant despite her obvious fear; it then decides torture would be an effective way of getting information from her. When it asks once more where the Doctor is, Clara replies that if the Doctor is still the Doctor, he will be right behind her and extends her hand behind her. She whispers for him to be there and suddenly, one of the robots grabs her hand. He pulls her back before peeling off his mask to reveal himself as the Doctor in a new suit who thanks the "Rubbish robots from the dawn of time" for "all the gratuitous information." He places his sonic screwdriver into the charger, warning the Half-Faced Man he will blow the entire room if he sees one thing he doesn't like "and that includes karaoke and mimes, so take no chances." Clara is still upset over being left behind as the Doctor states he's not really sorry about that. The Half-Faced Man asks why they are there and the Doctor replies because of the ad in the paper. The cyborg's confusion makes the Doctor and Clara realise he didn't place the ad, with the Doctor hugely embarrassed at his blunder and asking that nobody ever mention that again. The Doctor tells Clara to "say the word" and with reluctance, she touches her brooch, which lights up as they both intone "Geronimo." From a hole in the ceiling, Vastra and Jenny (in leather catsuits) twirl down attached to curtains; Strax falls after them, ruining the moment. Vastra reports the restaurant has been "disabled with maximum prejudice" and the police summoned (with Clara asking the Doctor why they never call the police — they should start doing that!). The Half-Faced Man calls in more robots as the Doctor states killing isn't their way. Clara protests the restaurant is a slaughterhouse and the Doctor shrugs it's no different than any other restaurant. The Half-Faced Man declares again that they are in search of the Promised Land, but the Doctor snaps that after millions of years, he should know it doesn't exist. The Half-Faced Man makes his way to the booth elevator and rises up with the Doctor hanging on to its bottom while Vastra, Jenny and Strax are left to fight the other robots. The police are in the restaurant, stunned at its mess when the Half-Faced Man arrives and informs them it is closed, showing off his flame-thrower arm as a hint. The police leave, the head detective declaring the restaurant off-limits to anyone before ordering one of the constables to get reinforcements. Back inside, the Doctor is sitting at a table, pouring a drink into a glass, telling the Half-Faced Man he is afraid he is going to have to kill him and offers it a drink first. The Half-Faced Man moves to a control panel with the Doctor following and observing the controls. The Doctor states there is no way to escape, but the Half-Faced Man stating that the escape pod is there. The Doctor insists the pod cannot have enough power but the restaurant shakes. As the police outside stare in shock, the restaurant rises up, lifted by a hot air balloon made of human skin. Below, the rest of the group continues to fight the robots, who keep rising up after stabs and laser blasts. Vastra notes that unlike the robots in the faux restaurant, these were designed for combat, and thbus have weapons. Strax is enraged that these cowards cannot accept death. The Doctor examines a control button that fell off; this pod belonged to the SS Marie Antoinette, sister ship to the SS Madame de Pompadour, but despite how familiar it all is, he cannot place it. The Doctor realises the ship fell through time, crashing in England millions of years earlier. The only survivors were the service robots, who began their cycle of repairing themselves over and over again. He tells the Half-Faced Man to look out the window at London, asking his opinion. The Half-Faced man says it is beautiful. The Doctor disagrees, saying it looks tiny and far away from up here. He prefers it down there, where all the lives are big and important. The humans are never small to him, and he will fight for them. The Half-Faced Man continues to talk on the need to find "the Promised Land" as the Doctor rails on him for the fact that he's rebuilt himself so many times that all trace of his original self has been lost, comparing him to a broom that is broken and rebuilt but still not the same broom. This search was a myth the Half-Faced Man picked up from all the humanity it stuffed inside itself. The Doctor holds up a silver plate to say the Droid does not even know where he got that face from. As the Half-Faced Man stares at his reflection, the Doctor does the same. Opening the doors, the Doctor tells the Half-Faced Man that it has to end, and gestures for him to commit suicide. Angered, the Half-Faced Man attacks the Doctor, but is pinned; the Doctor tells him that murder is against his basic programming, much like self-destruction is against he robot's. The Doctor is not wishing to find a Promised Land, and will go as far as he needs to protect the people of Earth. Seeing it can't win, the Half-Faced Man admits that one of them has lied about their basic programming. Below, Clara suggests they hold their breaths, the robots freezing as they do. It's too much for Jenny, but Vastra gives her a long kiss to share oxygen. Just as Strax is about to take his own life, all the robots collapse. Above, the Half-Faced Man is shown impaled on the spire of Big Ben as the Doctor looks out, his expression grim. The Gang return to Vastra's home to find that the Doctor and the TARDIS have both vanished. Later, Clara (back in her modern clothing) asks Vastra if she's got a vacancy since it looks like she's stuck in Victorian times, but Vastra assures her he'll be back; she even further points out that Clara has changed in preparation for returning home. She's proven true as the TARDIS returns, telling Clara "Give him hell; he'll always need it" as she happily runs off. Clara finds the interior changed, with a lighter shade of mood lighting in the time rotor and some furniture about, with the Doctor seated in a chair. The Doctor admits he's not sure about the new look himself after Clara says she doesn't like it, muttering that he used to have more round things, wondering where they went. The Doctor tells Clara "I've lived for over two thousand years, and not all of then were good. I've made many mistakes, and it's about time I did something about it." He tells her that he is not her boyfriend, which she interprets as her being at fault, until the Doctor addresses that it wasn't her mistake. The Doctor puts the TARDIS in flight, takes a step back, and partially unbuttons his new suit jacket, exposing a flashy red lining inside to show off his new look to Clara. She grins in approval, and then the Doctor gets right to business, wondering how she got the TARDIS telephone number. Clara asks who put the ad in the paper and the Doctor reminds her of the woman in the shop long ago who gave her the number of a computer help line that instead connected her to the TARDIS. It seems someone wants the two together, and maybe they should find out who. The TARDIS lands, and the Doctor wonders how Clara feels about staying on as that mystery woman seems to want. Clara, still having mixed feelings at this new incarnation of the Doctor, is unsure if she wants to stay his companion, saying that she doesn't think she knows him anymore. Her phone begins to ring. The Doctor teasingly suggests she should get that call, because it might be her boyfriend. Staring away from the Doctor, she tells him to shut up because she doesn't have a boyfriend. Clara walks out of the TARDIS in modern times to answer the call, and is shocked to hear the voice of the Eleventh Doctor. He explains he's calling through time from Trenzalore just minutes before he changes. Clara, remembering how she found the TARDIS telephone dangling off the hook from the call box, begins to tear up from hearing from him again. He says that the man before her is still him — just changed. Holding back her tears, Clara asks him why he would do this. The Eleventh Doctor explains that he's phoning her because he thinks this regeneration "is gonna be a whopper", and that she may be afraid. The new Doctor will be, he says, even more so and needs her help to handle all this. She should not be afraid, for his sake. The Twelfth Doctor, now outside the TARDIS also, asks her who is on the phone. The Eleventh hears as asks her if that's the Doctor. The Twelfth Doctor then asks her the same question — "Is that the Doctor?" When he hears the voice of his future self, the previous Doctor groans over "turning old", which makes Clara laugh, as she also confirms his hair will be grey as well. He's not at all impressed at the discovery that he'll have grey hair, noting how young he was in his soon-to-change appearance. The Eleventh Doctor says a final goodbye to Clara before he hangs up. The new Doctor asks Clara if she will do as she was asked on the call, and help him. She says he shouldn't have been listening, but he replies that he wasn't — that was him on the call. He then bemoans that Clara still can't see him. Upset that she's looking right through him but doesn't view him as the same person, the Doctor begs, "Just see me." Clara walks up to the Doctor and gives him a good look over, and concentrates on his eyes. She beams, thanking him for phoning from the past. Clara hugs him, to which the Doctor looks a bit confused and wonders where he should put his hands. He says that in his current incarnation, he doesn't think hugging is his thing. She's unsure he's entitled to a vote. Clara offhandedly says they're not at her home, and the Doctor apologises. He reveals they're in Glasgow, Clara pointing out he'll fit in with the accent. They go off in search of chips and coffee with the Doctor revealing Clara will have to pay for them as he has no money. However, she thinks he's the fetching sort. Although the Doctor is willing to debate this, Clara still isn't sure he should get a vote. They stroll off together in search of coffee, the Doctor still hesitant. Elsewhere, the Half-Faced Man awakens in a beautiful garden, and replaces his top hat on his head. A mysterious woman calls out to him, introducing herself as Missy; she inquires if the cyborg killed himself or if the Doctor pushed him, since she couldn't tell. Missy goes on claim that the Doctor is her boyfriend, and that she likes his new accent. Over his initial discombobulation, the Half-Faced Man then asks where he is. Missy laughs, asking him where he thinks he is; she goes on to explain he finally reached the "Promised Land" at long last, and that it is a paradise. The woman grandly introduces his new home, "Welcome to Heaven". She chomps her teeth fatuously, then begins prancing and twirling around an ornate fountain with an umbrella in hand. Journey Blue's ship is being shot at by a Dalek ship, and her brother Kai is unconscious. She tries calling for help, but gets no response from the rest of her team as the Dalek ship closes in. Inside it's saucer, the Dalek orders maximum extermination and the ship fires a powerful last at Journey's vessel. She screams in terror as everything begins blowing up around her. She awakens, finding herself in the TARDIS console room. The Doctor stares at her silently, holding coffee. Grabbing her gun, Journey demands to know what is going on, as she examines the control room to see if anyone else is there. The Doctor explains that he materialized his time capsule around her the moment of the explosion, saving her. Journey tells him her brother just died; the Doctor retorts that Kai's sister didn't, so she should take some peace in that. Angered, Journey points her gun at the Doctor. He asks her to put her weapon away, because she might shoot him. When Journey says it will put her in control of his vessel, the Doctor laughs "you'd starve to death looking for the light-switch." She demands to be brought back to her command ship, the Aristotle, beginning to tell him where it's located However, the Doctor stops her and tells her "not like that." She demands to be brought back to her base. The Doctor tells her to get it right; taking his hint, Journey puts down the gun and politely asks to be taken back. Asking if it's the "big fella" behind the asteroid, the Doctor pilots the TARDIS. It lands inside the ship and they depart. Journey is surprised the ship is smaller on the outside. The Doctor notes it's more amusing when said the other way around; he also makes note that they're in a space hospital. The other soldiers are grateful for the Doctor for saving Journey, but plan to kill him regardless, to maintain the security of their location (out of paranoia that he may be a Dalek spy). Journey points out that they have need of a physician, however. Journey's uncle, Colonel Morgan Blue shows the Doctor to a medical wing. The Doctor asks why a hospital needs a doctor, to which Morgan explains that the Aristotle wasn't always hidden; the Daleks got to it first. Since the Daleks had already killed every living thing in the place, the Combined Galactic Resistance thought it was the best place to turn into their hideout. Passing a capsule, the Doctor immediately recognises it as shrinking technology. Morgan confirms that the Doctor will be shrunk down and inserted into the patient."Fantastic idea for a movie. Terrible idea for a proctologist." the Doctor laughs. Morgan then brings the Doctor to a set of doors, introducing the Doctor to his patient: a Dalek! Meanwhile, at Coal Hill School, a new Maths teacher, Danny Pink, a war veteran, meets with some students, the Coal Hill Cadet Squad, in the courtyard. Clara Oswald and he briefly catch each other's eye. Later, Danny is ending a class when one of his students asks if he has ever killed anyone. The rest of the students groan, and Danny implies that as a soldier, he may have killed enemy soldiers. The student persists by asking if he ever killed anyone who was not a soldier. Danny does not answer, but a lone tear appears in his eye as he dismisses class. Sometime later, Danny is introduced to Clara, one of his fellow teachers. She recalls having seen him in the yard earlier. She then asks if he is going to another colleague's event later, which he indicates that he is not. Having awkwardly turned down her subsequent invitation for a drink, he verbally berates himself later once he has returned to his classroom. Unbeknownst to him, Clara has overheard him. Given another chance, he now accepts her invitation to have a drink. Returning to her office, Clara discovers the Doctor standing there with the takeaway coffee she sent him for three weeks ago "in Glasgow. That's dead in a ditch." The Doctor apologizes, telling Clara that he got distracted. She asks by what, to which he says they can always find something and heads to the TARDIS. Clara tries to stop him, but the Doctor grimly says he needs her help. They enter the TARDIS, with the Doctor muttering to himself; he sits on the stairs. Clara sits with him, noticing that he's scared; the Doctor tells her that he's terrified. When asked by what, the Doctor tells her it's the answer to the question he's about to ask; it needs to be well-thought, considered and without restraint. Sipping her coffee, Clara hears the Doctor's question "Am I a good man?" Stunned, Clara tells him that she doesn't know. Sighing, the Doctor admits that he doesn't even know anymore since his centuries on Trenzalore. He heads to the controls, telling Clara that he needs, desperately, for what he's about to do next. When asked where they're going, the Doctor replys "into darkness" and activates the fast return switch. Flashback. The Doctor asks how the Dalek knows who he is (as he's yet to run into them in his current incarnation). Morgan tells the Doctor that the Dalek doesn't know who he is; they promised it medical assistance. The Daleks asks if he's it's doctor. Journey explains they found the Dalek floating in space, deactivated; they didn't know there was a living thing inside until they tried to open it up. The Doctor asks the Dalek why he should help it. It states that Daleks will die; the Doctor tells it to die all it wants and heads to leave. The Dalek then states that it's own kind must be destroyed. Annoyed, the Doctor turns around to mock it, but realizes what it just said and asks the Dalek to repeat itself. The Dalek declares that it's kind is evil and must be destroyed. Back in the TARDIS Clara finishes her coffee, considering the idea of a moral Dalek. The Doctor tells her that there is no such thing. Clara notes that's very inflexible thinking for him, even prejudice. Smiling to himself, the Doctor asks if he pays Clara for being his companion, noting that she deserves a raise. Clara smiles broadly, telling the Doctor that he's not her boss; he's one of her hobbies. Back on the Aristotle The Doctor returns with Clara, mere moments when he last left. He introduces Clara to Journey and Morgan, but has forgotten their names. He introduces Clara as his "carer"; she cares so he doesn't have to. The Doctor greets the Dalek again, telling it he will do his best to help him; a Dalek so damaged that it's developed a conscience, how could any resist such a chance to see what caused this? Clara wonders how they are going to do that, to which the Doctor tells her; they are LITERALLY getting inside it's head. The group, consisting of the Doctor, Clara, Journey and two other rebel soldiers (Ross and Gretchen) are to be shrunken down and inserted into the Dalek's head. The Doctor is against having armed babysitters with them, but calms down when he's informed they're only there to kill him and Clara if they turn out to spies. When warned not to hold her breath when being shrunk, Clara asks why; the Doctor explains it's like microwaving lasagna without pricking the top: it explodes. He encourages her with "don't be lasagna." Everyone is safely shrunk down and inserted into the Dalek through its eyestalk and begin exploring the upper levels. The Doctor takes the liberty of introducing the group to the Dalek's artificial memory drive which filters out good memories and reinforces bad ones, calling it "evil refined and turned into a machine". The Dalek calls for the Doctor, to which he responds with a kind greeting and names him Rusty. Wondering what they're going to do, the Doctor tells them that they can't do a medical examination from there. Ross sets up a zip line, causing the Dalek to scream in agony. The Doctor yells at the idiot; the Dalek is a cyborg, a complete living thing. And what happens when a living thing is wounded? Antibodies arrive, with the Doctor telling everyone to remain still or they will be tagged as other invading infections. The Doctor tosses Ross a pill, telling him to swallow; however, Ross is still reduced to dust by the antibodies and hoovered up. Journey asks what Ross swallowed, to which the Doctor answers was a spare power cell. He traces it with the sonic screwdriver, running after the eye that swallowed the ash.This leads everyone to a hole, where the Dalek's victims end up. The Doctor tells them that the antibodies won't stop until they're inside, and it's better going in alive than dead. Everyone jumps in, screaming in terror; except the Doctor, who enjoys the slide. They end up in green goo, which is actually protein made of the victims; the Daleks harvest sometimes to make sure they are nourished. Ross is on the top layer, so the Doctor tells them to say a few words if they like. Journey pins him against a wall, upset at his indifference towards Ross being killed. The Doctor tells her that this is the weakest point in the Dalek's defense system; "nobody guards the dead." He mutters that mortuaries and larders are the easiest places to break out of, noting that he's lived a life. Journey informs Morgan of Ross's death. The Doctor finds a bolt with a screen in it, undoing the bolt with his sonic. Clara tells Journey and Gretchen that the Doctor will get them out of this, if they listen to his instructions; the hardest part is not killing him before he can do so. They enter the passage, which the Doctor says is a decontamination tube, so it's a bit hot. Clara tells him not to make any remarks about her hips; he responds that there is nothing wrong with them, she's built like man. They exit the passage, as the Doctor hears a Geiger counter crackle; it's coming from Gretchen, who hands the scanner to the Doctor. The Doctor explains that he's figured out what's wrong with Rusty, leading them further in. Clara wonders what caused Rusty to change his point of view, to which the Doctor asks it. Rusty explains it saw beauty, endless divine perfection; the birth of a star. The Daleks try wiping out all life in the universe, but "life returns, life prevails. Resistance is futile." They get to the batteries, which the Doctor says are leaking radiation; it's scrambled the casing's memory core, allowing Rusty's morality. The Doctor seals it off, accidentally causing Rusty to revert back to a normal Dalek and begin genocide. Clara notes, however, that some part of the Doctor is actually pleased. She says that this has justified his belief that there is no such thing as a "good" Dalek. Journey and Clara are furious with the Doctor's apathy, causing Clara to slap him hard — and points out to him that what they have learned is not that there is no such thing as a good Dalek, but that it is possible. Inspired by Clara's words, the Doctor instructs her, Gretchen, and Journey to make their way back to the memory drive and try to restore Rusty's memories of the star while he tries to reason with Rusty. Gretchen sacrifices herself to set up a zipline to get Clara and Journey to the memory core while she fends off the antibodies coming after them. Dying from the antibodies, Gretchen finds herself in Heaven, where Missy introduces herself and offers her tea. Meanwhile, Rusty calls for backup from the Dalek fleet and plots to join in their slaughter of the rebels. Clara is able to deduce how Rusty's memory core works and reactivates all of his suppressed memories about the star and his realization about life. The Doctor, meanwhile, is able to form a psychic link with Rusty and transfer memories to him. The beauty of the universe is shown to Rusty, who is in awe. However, soon, the Doctor's hatred of the Daleks manifests and Rusty sees all the mass-murders the Doctor committed towards the Daleks. Despite the Doctor pleading with Rusty to see beyond that, Rusty is more drawn to the hatred towards Daleks and partially reverts back to its enlightened self. Rusty destroys the rest of the Daleks on the station and the Doctor, Clara and Journey are returned to their proper size. Rusty has broadcast a retreat signal to the rest of the Daleks, falsely indicating the humans intention to set the station to self-destruct. Rusty leaves to rejoin its kind, stating it will continue to work against them.Before it goes Rusty disagrees with the Doctor's assessment that there is no such thing as a good Dalek: it says that the Doctor himself is a good Dalek. The Doctor also views it as something of a hollow victory: the Dalek looked into his soul and saw nothing but hatred. Journey attempts to see the Doctor off when he abruptly begins to depart. She wishes to join him on the TARDIS as a companion, but the Doctor turns her down. While he recognises the good in her under the battle-hardened exterior, he just wishes that she wasn't a soldier. Journey watches with a subdued smile as the Doctor and Clara leave. Clara is returned to Coal Hill School 30 seconds after the Doctor had picked her up, changing into new clothes in the meantime for her evening with Danny. As she leaves, she at last answers the Doctor's question about whether or not he is a good man — while she cannot say for sure that he is a good man, he tries to be one, which is the important thing. This somewhat reassures the Doctor. She joins Danny for their date, trying not to adopt the Doctor's policy against soldiers. In the TARDIS, the Doctor writes equations on a blackboard, offering Clara the choice of their next destination. Clara points out that the Doctor will just say that her choice does not exist, but she wants to meet Robin Hood. She goes on to explain that she's always loved the legend of Robin Hood. The Doctor thinks about Robin Hood, before immediately telling Clara that he doesn't exist. He states "old-fashioned heroes belong in old-fashioned books". Clara points out that the Doctor is in a lot of books (fiction and non-fiction), and what he does every day is pretty heroic. The Doctor finishes a dessert he was eating, telling her that he's just passing the time. With enthusiasm, the Doctor begins listing off other things they could go see, such as Ice Warrior hives, or the Tumescent Arrows of the Half-Light. The Doctor notes "those girls can hold their drink" and fracture 15 different levels of reality at the same time. He pats his jacket, stating that he took a Polaroid of them, wondering where it is. However, Clara adamantly points out that it is her turn, not his. Seeing that he cannot win, the Doctor sets course for Sherwood Forest in 1190, adding that she'll just be disappointed when they explore and never find Robin Hood. While Clara is changing into 12th century clothing, the Doctor exits the TARDIS, smugly observing that where they have landed there are no damsels in distress, no pretty castles, and "no such thing as Robin Hood" — just as an arrow flies past him and pierce the TARDIS doorway. Looking at it in surprise, the Doctor turns to find the man who shot it across a river, asking if he called for him; the man is Robin Hood! The Doctor looks at him in shock, receiving a smile. The Doctor removes the arrow, watching as the damage it caused heals. Robin goes on about how amazing it was to watch the TARDIS materialise; he asks if it's done with mirrors, stating it's similar to what he saw at a fair once. The Doctor declares the TARDIS as his property, but Robin points out that all property is up for grabs for him. Clara exits the TARDIS in a fancy dress, surprised to already be meeting Robin Hood; Robin is likewise shocked to see someone else come out of a "box", wondering if there is anyone else. However, the Doctor denies that he's real. Robin retorts by asking who is it then that is trying to steal the "magic box" from him. The Doctor tells him nobody will. Robin challenges the Doctor to defend his property, drawing his sword as he invites the Doctor to do the same. However, the Doctor shows Robin that he carries no such weapon on him, but does have a large spoon. Donning a glove to a protect his hand, the Doctor joins Robin on a log over the river; "en garde!" the Doctor yells, starting a duel. Clara is impressed that he can fight so well with just a spoon. The Doctor explains he was taught fencing by the best — Richard the Lionheart, Cyrano de Bergerac and Errol Flynn (who had an enormous ego, which Clara implies is shared with the Doctor). Countering Robin, the Doctor feigns surrender. Robin lunges at the Doctor, who easily gets behind him and knocks Robin into the river. The Doctor proudly declares "Like I said, my box", while cleaning his spoon. Clara rushes over to join him on the log, looking at the river. She says his name in concern, since Robin hasn't emerged from the river. Seeing this, the Doctor looks at the river with her, only to be pushed in from behind by Robin; Clara and Robin laugh. Obviously, the Doctor is less than amused. Meanwhile, in a nearby village, helmeted knights are taking away villagers. In one house, Master Quayle is pleading for the knights not to take his young female ward. She tries calming him, but Quayle yells that he'd tear out the Sheriff of Nottingham's black heart if he was there. As if the mention of his name summoned him, the Sheriff appears; he goes over the treasure that the knights have collected, tossing aside a ruby and leaving only gold. Quayle asks that he be taken instead of the girl, but the Sheriff dismisses the idea as labour is needed at the castle; Quayle then spits in his face. The Sheriff says he will live to regret that, immediately correcting himself to say, "Actually, no. You won't." He then abruptly plunges a sword into Quayle's abdomen, killing him straight away. The knights take the girl away screaming. Robin takes the Doctor and Clara to his campsite, where he introduces his group: Will Scarlett, Friar Tuck, Alan-a-Dale, Walter, and John Little. As a prank, Robin reveals that contrary to belief, John is actually very small. (Apparently, writers thought it would be funnier to have a tall man called Little John.) An excited Clara calls the group the Merry Men, which Robin decides to use as their name. While they talk, the Doctor performs tests to verify or disprove the reality of the situation. He takes a hair strand, confirming it's real. He examines a sandal from Friar Tuck, and a sample of Alan's blood; it seems real, but riddled with diseases that will kill Alan in half a year. Before he can perform further tests, the Doctor is pulled away by Clara, annoyed by his actions; she asks him what he's doing. The Doctor explains that he's confirmed the Merry Men are living beings, but they could be in a theme park from the future, or a Miniscope (since the TARDIS could land somewhere else instead). Clara isn't willing to believe his theories, asking when he stopped believing in everything. The Doctor then asks when she started believing in "impossible heroes"; Clara smiles at him and asks "don't you know?" Realising it was when they met, the Doctor is at a loss for words. He decides to resume his testing; he bites an apple and scans it with the sonic screwdriver, walking off. Robin talks with Clara, noting that her friend doesn't seem of this world; Clara responds that on a good day, the Doctor is. Clara then notes Robin mentioned that dark days lay ahead. Robin goes on to explain that since the King is away, his greedy brother Prince John has done nothing but cause misery. When Robin spoke out against the Prince's tyranny, he was stripped of his title Earl of Loxley and forced into his current life. At the mention of bringing down the Prince and Sheriff, Robin gets the Merry Men laughing again; the Doctor, annoyed, wonders if they do that so much because they're simple-minded. Clara tells Robin she can tell there's been a great loss in his life, which is why he laughs so much — to mask his pain. Robin explains he has been separated from Marian; until they are reunited, Robin has aspired to be a man worthy of her by fighting against injustice. The Doctor questions what the season is. Learning that it is Autumn, he becomes suspicious of the weather - it's too sunny; as Clara is nonchalant, he asks "have you been to Nottingham?". Clara guesses that it could be a climate change, but the Doctor points out that it's 1190, which makes it impossible. Robin announces the Sheriff is holding a contest to find the most skilled archer in Sherwood; the prize is to be a golden arrow. Clara immediately warns Robin not to enter, since it's a trap laid by the Sheriff to capture him; the Doctor doesn't stop her, since he doesn't believe what's happening is real. However, Robin knows it is a trap (since everyone knows he's the best archer in Nottingham), which he will gladly enter. The Merry Men laugh, annoying the Doctor, who hates their bantering. Robin proceeds to enter the archery contest, where he — under the guise of Tom the Tinker — exceeds in every activity and, in the final competition, is pitted against the Sheriff, whose own bow skills are "astounding," according to the commentator. The Sheriff asks his guards to carry the target back to the very end of the field, which they do, and he shoots the arrow right in the middle. Robin then shoots an arrow at the same target and splits the Sheriff's arrow, winning the contest. He is presented with the golden arrow, but Robin's arrow is immediately cut by another entry: the Doctor. The Doctor asks for his prize, and is given the golden arrow; dismissing it as a mere bauble, he discards it, asking for enlightenment instead. However, Robin fires another arrow into the Doctor's, without even looking; the Doctor responds by shooting an arrow off one of the knights, that still manages to hit the target. Robin prepares to fire another arrow, but the Doctor states "this is getting silly" and blows up the target with the sonic screwdriver. Slightly amazed, the Sheriff orders his knights to seize the Doctor, Clara and Robin. Robin then reveals to the crowd who he really is before the knights attack, and Robin begins to fend them off with his fencing skills. When Robin slices off one of the knights' arms, it's revealed to be a robot. The Doctor rushes off to examine the arm, happy to finally see something that "makes sense" the knights' helmets split upon to reveal mechanical, emotionless faces. The Sheriff orders the knights to scare off the patrons, while the Merry Men flee with the arrow. The Doctor quickly disarms Robin, who believes it to be an act of betrayal. As they are no longer a threat, they and Clara are taken captive; he explains "best way to learn your enemy's plan - get yourself captured." They are placed in the dungeon, chained to a post, staring at a skeleton. Robin is less than pleased with this turn of events, claiming that he could have won if the Doctor hadn't interfered; however, the Doctor tells Robin that if he hadn't the robots would have reduced him to "a pile of laughing ashes". They then exchange snarky remarks about who will last longest with Robin's focused on the Doctor's apparent age, and the Doctor boasting to have genetic superiority. Deep in the castle, one of the peasants falls down from exhaustion. The young female ward taken earlier goes over and helps him stand. A Knight comes over and declares that the peasant's work capacity has been broken down, and he is no longer useful. They then proceed to disintegrate him, much to the girl's horror. The Doctor and Robin Hood call for the guard, asking the other be executed; the Doctor wants to see if Robin's head will keep laughing after decapitation. Clara snaps at them, saying there isn't a guard. Clara asks them to explain their plans in turn; Robin wishes to bide his time, while the Doctor doesn't have one since the Sheriff took the sonic screwdriver. An annoyed Clara points out the sonic is always taken whenever they're imprisoned. A guard comes in, revealing he has been assigned to listen at the door to find out who the true ringleader is, so the Sheriff can conduct an interrogation. Robin and the Doctor both proudly state the Sheriff will never get information out of them, but the guard unchains Clara instead. Clara looks at them, asking "seriously?" Clara is taken to the Sheriff's dining hall, where a feast is laid out. She declines to eat, citing she had a bag of crisps earlier. The Sheriff takes note of Clara's strange words, and holds up the sonic screwdriver, calling it a strange gallimanfy taken from the Doctor's "tunic". Clara is able to goad the Sheriff into revealing his past — that he witnessed a spaceship crash and has been trying to repair it by collecting all the gold in the nearby land to repair the ship's circuits. He then plans to use it to travel to London and take over the kingdom; the Sheriff is implied to have killed Prince John, as he has complete authority over the kingdom. He tells her that every King needs a consort, and leans in to kiss her. She wiggles out, threatening, "You do that again, and you'll regret that." In the dungeon, Robin asks the Doctor to pretend to be in terrible pain to attract the guard; however, the Doctor insists Robin do it as it's his plan. Robin moans loudly. When the guard demands answers, the Doctor insists Robin is having a nervous breakdown from fear; the Doctor even says Robin has soiled himself, angering him. He then tricks the guard into the cell by saying Robin carries a vital message for the King, who has promised an enormous reward for it. The guard leans in to hear Robin, who insults and headbutts him; the keys fall off the guard when he lands. Robin asks "soiled myself?"; thinking Robin is admitting to the action, the Doctor says it's really getting into character. The Doctor and Robin both try to reach the keys with their feet, knocking them into a grate. Robin is annoyed, but the Doctor points out that the bright side: Clara will never hear of that little mistake. They decide to uproot the posts and, at a blacksmith's forge, break their chains before locating the spacecraft inside the castle. The Doctor checks the computer, learning it's a 29th century ship set to reach "the Promised Land". The Doctor shows Robin photos from books, stories and television shows that follow his adventures, believing him to be a robot used as a hero to boost public morale. Robin is left angered at collusion with the Sheriff, who then arrives with Clara. The Doctor attempts to pass off his new idea as truth as the knights fire at Robin; however, Clara shields him. Robin takes Clara and jumps into the moat through a hole blasted by the knights. The Sheriff pities the loss of Clara, while the Doctor watches Robin emerge from the moat with her in his arms. The Doctor tells the Sheriff that he knows what's going on. The Sheriff states while the plan belongs to the Robot Knights, he wishes to rule omnipotent from the skyship. However, when the Doctor attempts to warn him that there isn't enough gold yet to ensure safe travel - "you are stoking up a giant bomb". However, the Sheriff shushes the Doctor and points behind him; the moment the Doctor turns a Knight knocks him out.. Back at the campsite, Clara comes to. Robin greets her, but his usual joyful demeanour has changed to that of a serious one. He demands to know who the Doctor is, what he knows about Robin Hood's life and what his plans are; at this point Robin likely believes the Doctor is either a spy or some sort of magical being. Clara is confused that she's being interrogated. The Doctor wakes up in the dungeon, finding himself chained across from the young woman the Sheriff captured earlier. Hearing the engines are charging, the Doctor calls the Sheriff stupid and explains the plan to the girl, who grasps the basics. A knight declares that the Doctor is fit for labour, prompting him to reveal he escaped the chains. He and the peasants take shiny plates, reflecting the beam fired by the knights back at them, causing them to destroy themselves. The Sheriff sees this on a holographic projection in his dining hall, wondering how he can get rid of the Doctor. The Doctor sends all the peasants away, earning a peck on the check as thanks from the young woman. The Sheriff arrives, prompting the Doctor explain that he'll damage history and that there isn't enough gold to ensure a safe takeoff; however, the Sheriff thinks the Doctor is lying. The Doctor asks for Clara back, so that he'll be willing to help fix the mistake. However, the Sheriff points out that he doesn't have Clara; though the Doctor insists that Robin is another of the robots. The Sheriff asks what the point would be to create an enemy to fight. The Doctor realises that he's been wrong, but can't help saying "[Robin Hood]'s a legend!" Just then Robin Hood and Clara arrive, seeming to be on friendlier terms again; Robin finds the Doctor's words quite flattering. The Sheriff proposes a final reckoning between him and Robin. He accepts, and after a short sword fight, Robin's arm is cut by the Sheriff; seeing he cannot win normally, Robin uses the same "surrendering" technique that the Doctor taught him and tricks the Sheriff into coming at him. He clips him on the back of the ankle and sends him tumbling into a vat of molten gold, where he freezes eternally. The ship is about to take off, and the Doctor, Clara and Robin escape and watch (with Robin's Merry Men) the spaceship rise from the castle. Two Knights are at the controls, and the Doctor says that in a few seconds it will explode and devastate half the country. The Doctor realises that if they shoot the golden arrow from the archery contest into the ship, the gold content will give the ship the boost it needs to reach orbit and detonate harmlessly. However, Robin is unable to fire the arrow as his arm is injured, the Doctor cheated at the contest using technology and cannot really fire a bow and Clara has too little experience — so Robin suggests they work together to fire it. With Clara and the Doctor aiming the bow for him, Robin fires the arrow into the ship's engines. The plan works: the ship reaches orbit and explodes harmlessly. Clara bids Robin farewell, asking him to stay safe if he can; she boards the TARDIS. Robin asks the Doctor if it's true he'll be forgotten as a real man, becoming nothing more than a legend. The Doctor confirms this, with Robin happy with the results, stating that while history is a burden, stories can help people soar. When the Doctor admits that he's still having trouble believing in Robin's, the Prince of Thieves asks "what's so difficult to believe that a man born into wealth and privilege would find the oppressing of the innocent too much to bear." The Doctor tries interrupting, but is stunned by Robin's next words "until one night he's possessed to steal a TARDIS and fly amongst the stars, fighting the good fight." Robin explains Clara told him all about the Doctor's travels, something the Doctor says she shouldn't have; Robin explains that Clara couldn't help herself, as the Doctor is her hero. Both the Doctor and Robin admit that they're not heroes, but if they continue pretending to be, others may be heroes in their name. The Earl of Loxley and Time Lord of Gallifrey bid farewell to each other. Before the Doctor enters, Robin tells him they are equally just as real. Inside the TARDIS, Clara goads the Doctor to admit he likes Robin. The Doctor says he's leaving Robin a gift. As the TARDIS dematerialises, Robin looks at a picture of Maid Marian in his locket. Once the TARDIS finishes vanishing, the young female ward is seen standing there — she is revealed to be Marian. Overjoyed, Robin hugs her and races to where the TARDIS was, shouting praise for the Doctor and shooting an arrow to the sky. The Twelfth Doctor is meditating on top of his TARDIS as it hovers above Earth when suddenly he cries out "Listen." Talking to himself, he postulates why people talk out loud when they are alone. He hypothesises that it is because people inherently know that they are not alone. He uses his blackboard to mark down that evolution produces survival skills. He notes that there are perfect hunters and perfect defences, but wonders why there is no such creature that is perfect at hiding. Placing down the chalk he ponders that if evolution created a creature whose purpose was to hide, how would you know, detect, or sense it? Concerned, he asks out loud what the creature would want and what it would do; emphatically crying out to the dark "What would you do?" He chuckles and turns around to see that the chalk he was using is gone, and it then falls to his feet. Looking at the chalkboard, he sees the word "LISTEN". Clara Oswald is returning home from her date with Danny Pink, obviously distraught. Through flashbacks, it is seen that the dinner date has gone badly wrong. Danny becomes hostile when Clara makes a joke about him knowing about killing another person, and points out that he has done things that have helped others. Clara apologises throughout. He apologises and explains that people like her get the worst of it. She grows defensive and insists that he is making presumptions about what "she" is like. Through the growing miscommunications, she storms out of the restaurant and Danny slams his head against the table after she leaves. Back at her apartment, she is at home drinking tea before going to her bedroom. She finds the Doctor has parked his TARDIS inside her bedroom. She asks why he has done this and he says he thought it best to hide since she had a date. He notices that she is home early and asks if it went wrong, or if this is good by her standards. She admits that it turned out horribly and that she is upset. Disregarding her mood, the Doctor insists he needs her for "a thing". She says that she cannot but he argues that she is free. She replies by stating that it is possible that she will soon get a phone call, hoping that Danny will call her. He tells her that it is too late for that, as she has already taken off her makeup. Though she argues that she has not, he ignores her and goes into the TARDIS. While inside, the Doctor tells her his hypothesis about the possibility of a silent entity that always hides. Concerned, she asks the Doctor how long he has been travelling alone, to which he responds, "Perhaps I never have." Clara studies the word written on the chalkboard, noting that it looks like his handwriting. He says that it is not possible that he wrote it and just forgot, to which she laughs and asks "Have you met you?" Her attention wanders over towards a bunch of books and notes on a nearby desk. The Doctor explains that he has been studying people's dreams, and postulates that everyone has at some point in their lives had the same dream. In this dream, they wake up in their bedroom but feel as though someone else is there in the dark. While the dreamer tries to convince themselves that they must be alone, they are unable to shake the feeling that there is something in the room. And just when they almost, for one second even, successfully convince themselves that they're alone, they feel a hand grab their ankle from under the bed. The Doctor says that he has a very obvious question to which Clara quickly responds by asking "Have you had that dream?" The two banter over who asked the question and who should respond first, before Clara gives in and admits that she probably had that nightmare at one point in her life. The Doctor connects her to the TARDIS telepathic circuits and asks that she concentrates on the time she had the dream. He explains to not break concentration and to remember when it was and how it felt, so that the TARDIS can lock onto the correct date and location. While she is focusing, her mobile phone begins to ring. Her mind wanders towards Danny and him waving when she arrived at the restaurant earlier. The Doctor insists that she not break her concentration and throws her phone aside. The TARDIS lands and the Doctor is positive that they made it to the correct time and place. Clara is unsure as she admits that she got distracted. He states that the date, the mid-90s, is fine and they step outside to the West Country Children's Home in Gloucester. Clara states that she has never been to Gloucester in her life nor has she ever lived in a children's home. The Doctor ignores it saying that she has likely simply forgotten. When Clara asks if it would be bad to encounter her former self, the Doctor admits that it is potentially catastrophic, and tells her to wait inside the TARDIS while he investigates. As he goes inside, Clara notices a boy inside staring out of a window. He waves at her very similarly to the way that Danny did earlier. The boy opens the window and they begin talking. Clara asks the boy what his name is. He replies that his name is Rupert, and she seems relieved until he says that his surname is Pink. He thinks it is a stupid name. When she says that it is not and that she knows someone else who shares the same last name, he corrects her and explains that he dislikes his first name and intends on changing it. Meanwhile, the Doctor encounters the night manager. The Doctor uses his psychic paper to play himself off as an inspector, which comes across as odd as it is 2:00 a.m. The Doctor asks the manager if he finds himself talking out loud to himself, to which he admits to and explains that it is in connection with the children's home. The Doctor asks if he ever notices placing down his coffee mug for a moment only to have it move to another location, which the manager insists happens to everyone. While they are conversing, Clara silently walks up the stairs behind them. The television shuts off and the manager turns towards it exclaiming that it does that habitually. When he turns around, the Doctor is gone and when he looks down his mug has disappeared. The Doctor walks down the hall with the missing mug, taking a sip of coffee before continuing onwards. Clara enters Rupert's room where she finds him sitting on the floor propped up against a bookcase. Sitting on his chair she points out that he should have more chairs for when there are visitors. Rupert points out that they can sit on the bed and she asks why he is not in bed himself. He admits that he believes there is something under the bed. She asks if he had a dream where someone reaches out and grabs him from underneath the bed. He admits that he had the dream and asks how she knows. She avoids the question by pointing out that dreams are simply dreams and are not real. To prove it she goes underneath his bed and has him follow her, insisting that it is harmless. Rupert says that sometimes he hears noises, but she says that it could be other people inside the home and that the noises are nothing to be afraid of. Suddenly, someone sits on the bed and the mattress presses down. She asks Rupert if there is anyone else in the room, to which he says that there is not. She says that someone must have come in, but he says that no-one has. Clara emerges out from under the bed to find someone sitting on the bed shrouded in the cover. She tries talking to the person but it does not respond. She asks Rupert if it is a friend playing a game but he shakes his head. She asks the person if they are playing a trick on Rupert to which the person stands up. Clara insists that it is not funny before the Doctor, who is sitting in the chair, begins talking about the book he has been looking at, saying he cannot find Wally in it anywhere. He asks Rupert if he is scared, to which he admits that he is. The Doctor explains that being scared is good. Being scared is like having a superpower; the blood and oxygen rushing through the body allows the person to run faster, fight harder, jump higher, and because he is so alert it feels as though he can slow down time. He then asks if the person underneath the cover is scared, to which he self-proclaims "Nah!". The Doctor tells Clara and Rupert to turn their back to the person and look out of the window. The Doctor postulates that it is either a friend playing a joke on Rupert or it is something else. When Clara asks if there is a plan, he addresses the person under the covers and requests that whoever it is leave in peace. He makes the promise that if the person leaves they will not look. The person moves towards the trio and Rupert turns his head momentarily before the Doctor tells him to turn back around and for all three to close their eyes so as to prove that they will keep to their word and not look. He makes them promise that they will never look. After a moment, the person leaves (taking the cover) and the three turn around. Clara tries to calm Rupert down while the Doctor continuously makes unhelpful comments; eventually she tells him to shut up. Clara finds a box of plastic toy soldiers and puts some of the small figures around the perimeter of the bed to guard Rupert. She grabs one, proclaiming it the leader. When Rupert points out that it is broken and has no gun, Clara indicates that it is so brave it doesn't need a weapon, and that is why it is the boss. When she asks what the leader's name should be, Rupert replies "Dan. Dan, the soldier man." Rupert asks Clara if she will read him a story to help him sleep, to which the Doctor walks forward and begins "Once upon a time" before placing a finger on Rupert's head and rendering him unconscious, saying "The end". Back inside the TARDIS the Doctor asks Clara why they wound up there as the TARDIS was locked on to her timeline. She insists it was because she got distracted and lies when the Doctor asks if she has any connection to Rupert. When Clara later asks if he will remember this, he says that he scrambled his memory and will dream about Dan, the soldier man. Clara, disappointed, asks the Doctor for a favour and has him drop her back off earlier in the evening to the moment she left the restaurant. Waiting until her earlier self has gone, Clara goes back inside. Clara and Danny apologise and Clara starts over by reintroducing herself. When he says that his name is Danny Pink and says that it is a stupid last name she tells him that she likes the last name. When he says that she can have it she jests and says it is a bold offer. He stammers and wonders why he is at a loss for words. She continues on and says Clara Pink would be a bit much, but then contrasts it with "Mind you; Rupert Pink." He asks how she knows his original name and she lies and says she heard someone from the school mention it. When he rebuts her lie by saying he has not mentioned that to anyone in years she insists that she heard it from someone and he asks if she is playing a joke on him. She insists that nothing about this is a joke. As she says this a man in an orange spacesuit walks in through the kitchen of the restaurant. Danny asks Clara where her coat is as she had put it on when she walked out minutes earlier. Distracted by the man in the spacesuit and Danny's defensive questioning, she admits that she needs to be honest about something. When he inquires that she be honest about everything, she says that would be a lot. He insists that it is weird and he does not "do weird". She says it is not weird and asks him to stay. He requests that, however weird the truth may be, she be honest as he can tell she is lying. She continues to insist that it is not weird, but is distracted by the man in the spacesuit who beckons that she follow him into the kitchen where the TARDIS can be seen parked. Danny says that he has had enough and walks out. Clara follows the spaceman into the TARDIS and, believing it is the Doctor, scolds him for distracting her and creating further problems for her. The spaceman removes his helmet and she is surprised to see that the man looks like an older version of Danny. The Doctor explains that he is Orson Pink, and comes from approximately one hundred years in her future. When Clara inquires how the Doctor found him, he says that he reactivated the trace memories left over from her subconscious and the TARDIS brought him to the end of the universe where Orson had gotten stuck on an expedition where, when mankind meant to send a man through time by one week, he got sent to the end of time by mistake and had been stranded for six months. The three of them have travelled back to the end of time to Orson's capsule and the Doctor presses Clara again about how they could share a connection. At the same time the Doctor notes that Orson has locked his capsule, even though by now there is no-one left alive in the universe. Orson is adamant about not speaking about it, but the Doctor believes that the creatures have survived and now that no-one else is left they have no more reason to hide. He agrees to take Orson home, but tells him they spend one more evening there (under the pretence that the TARDIS needs time to recharge). Orson begins packing his belonging into the TARDIS and he and Clara talk as she helps him. When she puts down his backpack, a package containing the toy soldier "Dan" falls out. Orson explains that it is simply a family heirloom that is meant to be passed down for good luck, expressing that it worked since he has actually been rescued. Clara advises him that when he gets home he stay away from time travel. He says that time travel runs in the family and, when probed about what he means, he says that there were stories about his great-grandparent. She presses him about what he means and why he asked her earlier if Clara knew who he was. He passes her the toy soldier in response. She states that it was a family heirloom to which he simply responds "Yeah." Outside the TARDIS, the Doctor and Clara wait for night to fall. The lighting inside changes and the written words "DON'T OPEN THE DOOR" appear on the locked door. The Doctor states that the writing is only visible at night, and that Orson likely wrote it because while he is terrified of what is outside, six months of solitary confinement could lead to temptation to have company. The two make banter to pass the time and the Doctor inquires about who she was going on a date with. Their conversation is cut short by noises outside, including what sounds like a shriek. Clara asks the Doctor for a "comforting" explanation. He says that it may just be the hull cooling. When Clara asks why they do not just leave if there is possible danger, the Doctor says that he is curious to know what the creatures are that remain out of sight, and that this is his best chance of seeing them. They hear banging on the door in increments of three. The Doctor recites a nursery rhyme and Clara asks what drove this obsession to learn their identity. With no direct reply, the Doctor uses his sonic screwdriver to unlock the seal to the door. The handle begins turning. The Doctor says that all he did was unlock it. Perhaps it is simply an automatic sequence on the pressure door when it is unlocked. Or perhaps is it company. The Doctor demands that Clara get in the TARDIS, but when she refuses to leave him outside alone he threatens that if she does not do as he says she will never travel with him again. Upset, she goes inside as the Doctor waits for the creatures to come in. From inside the TARDIS, Clara and Orson watch on the monitor screen to see what is taking place. The monitor begins to malfunction once the door opens, but it clears up enough to show that the Doctor is holding onto the capsule's control console as the air shell has been breached. Orson steps out and rescues him. They place the Doctor, who is unconscious, down on the chair and note that he has a bump on his forehead. Orson says that any amount of the debris could have done that while Clara wonders if perhaps it was the creatures. Suddenly, there is movement at the doors of the TARDIS. Orson says that it is probably the rest of the atmosphere escaping the ship. Clara says that Orson says "probably" a lot. Orson asks if anything can get inside and, with the Doctor unconscious, she is uncertain. The Cloister Bell sounds. Worried, Clara places her hand in the telepathic circuits and hopes that it will take them out of harm's way. As they launch, Clara notices that the Doctor stirs momentarily. They land somewhere else and Clara steps outside into a barn. At the top of a ladder, there is a loft with a bed where a child underneath a shadow is crying. She gently calls out, asking if it is Rupert or perhaps Orson, but the person continues to cry. She is interrupted when a man and woman step inside the barn, forcing Clara to hide underneath the bed. The man does not understand why the boy does not want to sleep inside, but the woman says that he does not want the other boys to know that he is crying. The man wonders why he cries all the time. The woman says, "You know why", to which the man says that there will be no crying in the army. They approach the boy and the woman tells him that he can come inside any time he pleases, and she will leave the latch on the door whenever he is ready. As they leave, the man says that the boy cannot simply cry and run away whenever it pleases him if he is to join the army. The woman says that the boy does not want to join the army, to which the man says that he is not going to be welcomed in the Academy either and that he will never make a Time Lord. Clara suddenly understands where she is as the boy continues to cry: the TARDIS has taken them back in time into the Doctor's childhood. Inside the TARDIS, the adult Doctor wakes up wondering where they are. He asks Orson where Clara is and calls out her name. Outside, this prompts the boy to ask who is out there and step off the bed. Instinctively, Clara grabs his ankle from under the bed. Realising she is acting out the nightmare they have been investigating, she tells him that it is okay and this is merely a dream. All will be fine if he lies down and goes to sleep, and she asks him to do just this. The boy climbs back on the bed, but continues to cry. Clara sits down, strokes his head, and tells him to "Listen." Meanwhile Orson is asking the Doctor what it was that he saw at the end of the universe. Before the Doctor can say a word, Clara returns to stop him and postulates about whether or not it was anything at all. She believes that this fixation stems from the fact that maybe the Doctor does not want to admit that he is afraid of the dark. The Doctor goes to see where and when they are, but Clara tells him not to investigate. She asks him to promise her that they will take off and never look at where they have just travelled to. The Doctor asks why but she tells him not to ask questions and to take off. The Doctor refutes this by saying that he does not take orders, but she sternly says "Do as you're told." The TARDIS dematerialises from the barn and the youngster who will become the Doctor sits up from his bed. A flashback shows what Clara told the young Doctor: that this entire experience is a dream but that very clever people can hear dreams and to "please listen". She says that she knows that he is afraid and that fear is a superpower. Fear makes a person faster, more clever, and stronger. One day, he is going to return to this barn (as the War Doctor, when contemplating using the Moment) and he will be very afraid. But it will be okay because if he is wise and strong, fear does not have to make him cruel or cowardly, but it will make him kind instead. It makes no difference what is under the bed or in the dark as long as he knows that it is okay to be afraid of it. If he listens to nothing else, just listen when she says that while he is always going to be afraid, even if he learns how to hide it, fear is like a constant companion. This is good because it can bring people together, and fear can lead you home. Before she goes she leaves the toy soldier "Dan" by his bed to remind him that fear makes companions out of everyone. As Clara gives her speech to the young Doctor, the two of them take Orson back to his own time. While travelling back to her time she hugs the Doctor, who protests. She arrives at Danny's home and, after both apologise to each other, they kiss. Back in the TARDIS the Doctor, seemingly satisfied, underlines the word "LISTEN". Back in the barn as a child, the young Doctor looks at the stars as he sees the toy soldier 'Dan', the leader who is so brave he does not need a weapon. The Twelfth Doctor tries to convince Clara to come with him for a day sightseeing via the TARDIS, but she is about to go on a date with Danny Pink. As she is about to leave, the TARDIS phone rings, despite both knowing that very few beings in the universe have access to that. The Doctor goes to answer the phone, and suddenly the two find themselves in a strange chamber suffering from memory loss along with two others, an augmented human, Psi, and a mutant human, Saibra. Both have also suffered memory loss, with the likely culprit — memory worms — wiggling around on the table. A briefcase on the table opens to reveal plans by "The Architect", who instructs them to rob the Bank of Karabraxos, the most impregnable bank vault in the universe with numerous levels of security. There's no chance of backing out either — they're already in the bank and guards are trying to break into the room — and Psi downloads the instructions into his head as the group flees. The pursuit is slowed when the guards handle the memory worms, unaware of their abilities. They work their way back into the main floor of the bank, with Saibra — whose mutation allows her to shapechange into any living thing she touches — using the identity of a bank customer whose DNA had been included in the case to get them in. They witness another customer, accused by the bank head of security, Ms. Delphox, of intending to steal from the bank, having his brain scanned and then turned to "soup" by the Teller, an alien with powerful psychic abilities that is said to be the last of its kind. The Doctor, Clara, Psi, and Saibra continue to follow the Architect's plan, finding more cases with useful items left by their mysterious boss as they get closer to the main vaults. At one point, they collect six devices whose purpose the Doctor claims he does not know, but Saibra points out he's lying - having had so many faces, she knows how to read people better than most. The Doctor is forced to admit the devices are an "exit strategy". Part of the plan requires them to pass through the cage where the Teller is kept in near-hibernation, but it picks up on Clara's brainwaves. The Doctor helps Clara break out of the Teller's scan and has the group flee the room, but Saibra is caught in the scan. The Doctor gives her one of the devices, telling her it is an atomic shredder, a more humane way to die than the Teller's brain scan. She activates the device and disappears. As the three continue to the vault, they find that Ms. Delphox has released the Teller to chase them down. Psi stays behind to help cover their tracks and open the vault; he, too, opts to use one of the disintegrators when he is caught by the Teller. The Doctor and Clara eventually reach the main vaults, and, as a solar storm begins to strike the surface of the planet, the Doctor realises this wasn't just a bank heist, but a time heist — the Architect is from the future, and planned to bring them to the vault at this moment when the storm's activity would cause the main vault to automatically open. They locate two safe boxes indicated by a note from the Architect, one containing a neophyte circuit that can restore Psi's deleted memories, and the other a gene suppressant to stabilize Saibra's uncontrollable shapechanging. However, as they look for the final safe box location (in the Private Vault), they are caught by the Teller and taken to Ms. Delphox's office. Ms. Delphox leaves to put the Teller back into hibernation to protect him from the worsening solar storm, ordering her guards to kill the intruders. The Doctor and Clara are surprised when the guards turn out to be Saibra and Psi - the disintegrators were really teleporters. The Doctor gives them the items from the vault as their payment, but realises they still need to find the Private Vault. Psi leads them into the depths of the bank as the storm intensifies on the surface. At the Private Vault, they find that it is the quarters of Ms. Karabraxos, surrounded by treasures from around the galaxy. The Doctor realises Ms Delphox is just a clone of Karabraxos, and she has no problem sending her clone to be incinerated for failure. Witnessing such self-loathing, inspiration strikes the Doctor, and he writes the number to the TARDIS telephone, and that he is a time traveller, on a piece of paper and gives it to Karabraxos, who is hastily packing her treasures before the storm wipes out the bank. She departs from the vault, but the Doctor reminds her to give him a call one day if she has any regrets. Shortly after she leaves, the Teller arrives, and the Doctor convinces him to scan his mind to find the memories that were blocked. In a flashback, an elderly and dying Ms. Karabraxos — now no longer the richest person in the universe — calls the Doctor on the TARDIS in Clara's flat, and tells him of her regret. The Doctor is then shown preparing all the elements of the time heist, revealing that he himself was the Architect. Because much of the bank's security was based on sensing a criminal's guilt, wiping the recent memories of the heist participants would reduce their chances of being caught. The ultimate goal of the plan was to bring the Teller, who was telepathically linked to Karabraxos, to the Private Vault after she left, so as to allow him to unlock a combination safe. Inside, they find another alien of the same species as the Teller, chained within the safe. The Doctor points out that they have six teleport devices, allowing them all to escape the bank before it is wiped out. The Doctor takes the creatures to an isolated planet to live out their lives free of telepathic "noise", and then returns Saibra and Psi to their respective times and places after having lunch. Finally, the Doctor returns them to Clara's flat moments after they have left to allow Clara to continue on her date. Right after she departs, he declares with a smug grin, "Ha! Robbing a bank! Robbing a whole bank. Beat that for a date." Clara and the Doctor are chained to posts on a desert planet. He asks her for the vibro-cutters; however, Clara tells him that she left them in her other jacket. The Doctor is baffled, wondering why she has two jackets; is one of them malfunctioning? However, Clara then tells him that she couldn't have handed him the vibro-cutters since they are chained up. She worries about dying of dehydration, but the Doctor tells her that the Sand piranhas will get to them before that happens. Somehow, the Doctor and Clara manage to free themselves. Clara gets back home just in time for a date with Danny, who notices the tan she's developed from being stuck on the planet for so long. She passes it off as the result of a tanning bed. Later, Clara tries to leave for a date with Danny, only to find the Doctor waiting outside her bedroom. He offers to take her to see fish people; curious, she boards the TARDIS. Once the trip is over, Clara heads to meet the taxi Danny is waiting in. Luckily, it was raining, so Clara can pass off her wet dress as due to the rain. Danny is slightly confused, given the short short distance to the cab; however, he then finds seaweed stuck in her hair. Clara quips "I did say freak shower". On another adventure, the Doctor and Clara are running from hostile soldiers as they head back to the TARDIS. The Doctor once more voices his dislike of soldiers. The exhausted Clara is dropped off at home; however, much to her disappointment, it was also her day to go jogging with Danny. Once back home, Clara collapses, deciding that she can't continue this double life; however, she regains her spirit and decides she can't quit just because her adventures with the Doctor wear her out. The next day, she enters the TARDIS, wondering where the Doctor will take her this time. However, he complements her appearance, asking if she's had a wash; he apologises, saying there won't be a trip today. She notes that he's acting mysterious, which the Doctor says is because he's a man of mystery. However, Clara becomes serious, telling him that he must be up to something, and insulting her by trying to pretend that she can't figure it out. He finally relents, admitting that he's going under deep cover, which she doesn't need to be a part of. Laughing at the idea of the Doctor going undercover, Clara tells him he'd have a good chance with the Magic Circle. Accepting he doesn't need her help, Clara leaves, saying she'll have a wash. The Doctor starts fiddling with the controls as Clara sticks her head back in, giving the "I'm watching you" gestures. Once she leaves again, the Doctor turns his concern to something the scanner found in East London. Clara arrives at Coal Hill School, where she greets Danny formally in the parking lot to avoid mockery from the children. However, they all laugh the moment the two teachers are inside the school; they know about their relationship, and have written graffiti mocking it throughout the school. Danny wonders what's up with Clara, noting she's usually in a rush or a state of anxiety before their dates; he even notes Clara showed up in space helmet once. Smiling, Clara tells that she was busy with something all those times, but nothing odd will happen for the next few days - she's all his. After a meeting in the teacher's lounge, Mr Armitage announces the caretaker Atif is out sick; they have a new caretaker for the next week. The replacement walks in the room, and to Clara's shock it's the Doctor, introducing himself as John Smith; he winks at Clara. Everyone leaves for an assembly as the Doctor silently mouths to Clara that he's under deep cover. Danny wonders if Clara knows who "Smith" is as he winked at her, to which she denies; pretending to have left her students' homework in the lounge, Clara heads back to confront the Doctor. In the lounge, the Doctor sees Clara enter and hides a map he was studying. Clara points out that she recognised him; the only difference is he's wearing a worn-out brown coat (not exactly a disguise). She demands to know where Atif is; the Doctor explains he hypnotised Atif into thinking he was sick, plus having a flying car and three wives - "it's going to be a rude awakening." He needed to investigate without being suspicious. Clara points out the Doctor does a poor job at pretending to be human; he explains he was able to live among otters for a month. However, he then admits that he was sulking after having a big fight with River. Clara yells that humans are not like otters; the Doctor says that's what makes it easier. The Doctor says he needs to get to work as "the walls need sponging, and there's a sinister puddle." Clara demands to know if there is an alien in the school; the Doctor retorts there is since, he's there. Clara immediately deduces the Doctor is up to something involving the school; he didn't tell her because it would anger Clara. He tells her to go the assembly - "go worship something" Annoyed, she glares at the Doctor, causing him to raise his broom in defence. Pushing the broom away, Clara demands that the Doctor answer a single question - are the kids safe? The Doctor tells her no, but soon the answer will be "yes" if she leaves him be. The Doctor leaves, telling Clara to go "sing with the otters" (due to mis-remembering their conversation). Clara loudly whispers that she hates him; the Doctor says it's a perfectly natural reaction. Meanwhile, CSO Matthew finds two kids from the school near an abandoned building. He tells them to get to school, with them retorting that it's free period. He threatens to take their names down, annoying the kids into leaving. Hearing a noise inside, Matthew heads in to see if another kid is there. Hearing an electronic voice, Matthew thinks it's a game and tells the kid to shut it off and head to school. However, a robot reveals itself instead and reduces the officer to charred pieces. Clara attempts teaching during school, finding the Doctor outside the window. He tells her that she got the date on the autobiography of Jane Austen wrong; she wonders if it's because he met her during some kind of ridiculous adventure. However, the Doctor explains that it's because he read biography on the back of the book, surprising her. Clara tells the confused students that the Doctor is Mr. Smith, the new caretaker. The Doctor resumes his caretaking duties, placing small devices around the school. Clara catches sight of the Doctor working on a substation with Danny and Adrian talking to him. She walks to him, being stopped by a student named Tobias (she ignores what he's saying, telling him she's okay with him leaving class early for his club activities). Clara is next stopped by Armitage, who explains about someone getting hurt and can't help with a upcoming fair; Clara, having not paid attention, says she'll help with anything. She manages to get outside, only to be bothered by Courtney Woods, who she completely ignores, telling her to deal with her own problems. Courtney retorts "Ozzie loves the Squadie", confusing Clara. The Doctor continues working on the substation, with Adrian leaving to deal with a kid. Danny tells him about being a soldier before coming to work at the school; Clara greets them and manages to get the conversation from getting strange. However, the Doctor thinks Danny is P.E. teacher, not a Maths teacher, despite being corrected numerous times. Once Danny is gone, Clara wonders if the Doctor noticed Danny looked like Orson Pink; he didn't, but asks if Clara's boyfriend is at the school. He promises not to act like a normal human "to be nice"; however, before they are stopped by Adrian, who needs help with class. The Doctor notices that Adrian looks like his last incarnation, coming to the wrong conclusion that Clara is dating this man because of the resemblance. Laughing to himself, the Doctor leaves the teachers to continue talking as he returns to the caretaker's storeroom, where he has parked the TARDIS. He is soon bother by Courtney, who needs fresh paper towels for the ladies' loo. The Doctor gives her the towels and sends her off after some snarky remarks are exchanged between them. Clara enters as Courtney leaves, wondering what the Doctor is up to. Relenting, the Doctor admits that he's scanned for dangerous elements in the area. Annoyed that he gave in to ehr pestering, the Doctor notes that he once had a teacher just like her; Clara retorts that he still does since she travels with him. He activates a hologram, which shows a Skovox Blitzer, a machine that will kill without any concern as to whether its victims actually pose a threat (it basically just kills whatever moves); it was attracted by the residual atron energy in the area. Knowing it will eventually destroy Earth, he aims to send it away; the military will just mess things up. They head inside the TARDIS, where Clara asks what the "insanely dangerous plan" is. The Doctor reveals that he'll use an invisibility watch to prevent the Blitzer scanning him and use the sonic screwdriver to lead it to trap, where the chronodyne generators will send it billions of years into the future through a vortex. As he doesn't need her help this time, the Doctor tells Clara to go "conoodle" with her boyfriend, telling her that he did recognise him and has given his approval on their relationship. Clara smiles, not knowing the Doctor mistook Adrian for her boyfriend; she leaves the caretaker's storeroom, happy. Danny finds her, saying that he will something else to do that evening as she had a look that told him she would be busy. The Doctor exits the storeroom, with Danny asking Clara's opinion of him as he seems shady; she retorts that the caretaker has nothing but nice things to say about him. Once done with her work for the evening, Clara returns to the TARDIS, telling the Doctor that her plans were cancelled. Seeing no-one there, she wonders if the Doctor has turned invisible and messing with her. Danny, likewise is leaving for the evening, but notices one of the generators under a Fire Alarm lever; he examines it, thinking the Doctor is up to something. Clara leaves the storeroom, being missed by Danny who walks up to it with the generator in-hand; he notices another one in a flower basket, coming to the wrong conclusion that the Doctor must be hostile. Elsewhere, the Doctor finds the Blitzer's location, turning invisible and luring out into the open; he gives bursts of the sonic screwdriver to lure it. Danny notices the Blitzer walking through the school hall. The Doctor arrives and de-cloaks, but finds to his horror that the generators have been deactivated due to Danny's interference. The Blitzer arrives, and the Doctor attempts to reason with it; however, the machine refuses to listen and targets him. Danny enters to talk with the Doctor about the devices, catching the Blitzer's attention; he drops the generator in-hand and the devices turn back on. Clara enters, giving the Blitzer more confusion. The Doctor activates the generators, sucking the creature into the time vortex, along with some chairs in the hall battering it. Clara wonders if the Blitzer is gone and Earth is safe; the Doctor scans the spot it vanished at, telling her that the vortex will reopen and let it out in three days rather than a billion years thanks to "P.E." ruining the precise positioning of the devices. This will force the Doctor to come up with a new plan as the machine will now kill him on sight since he has been scanned and pegged as a hostile target. Clara demands to know what Danny was doing there, to which he starts to explain; however, he then demands to know what Clara is doing there and using alien words. Danny, having calmed down some, asks Clara to explain to him what's going on. She tells him the truth: she's a human from Blackpool as she told him before, but the Doctor's an alien. They travel through time and space in a TARDIS, which is disguised as a police box, but is bigger on the inside. The Doctor opens the doors to show Danny the inside of the TARDIS. Danny wonders if the Doctor brought the Blitzer to earth; annoyed, the Doctor tells him that he will protect Clara and him from it. It's only coming back because Danny interfered with the plan, and therefore caused more danger. Danny wants to call in the military, but the Doctor tells him that is the worst idea. Clara takes Danny home to deal with the shock. The Doctor tells her to finish the job by explaining to him about Danny once the Blitzer has been taken care of. Danny recaps what Clara's told him: the Doctor used to resemble Adrian, but changed into a Scottish caretaker. He travels with Clara in-between her time with Danny. He asks her why she travels with him, which she attributes mostly to the wonders that she experiences. Danny struggles to accept whether or not Clara loves the Doctor romantically, which she denies. Parents' evening arrives, and Clara gives Danny the invisibility watch. He turns invisible, and she takes him with her into the TARDIS so he can watch her interact with the Doctor. He has nearly finished building a device to fight the Blitzer, thanking her for leaving him alone. Clara says she explained to Danny and that he gets it. Clara tries telling the Doctor that Danny wasn't a soldier, trying to improve his opinion of him. The Doctor mentions something is odd, suddenly suggesting that they go off as he's bored. She reacts worriedly, and Danny realises that the Doctor knows he's there. He turns off the watch, becoming visible. The Doctor reveals Time Lords can feel an invisibility shield when it's right next to them. Seeing the Doctor's title as a Time Lord to be pompous, he mockingly responds to the Doctor's demand to leave the TARDIS like a soldier taking an order. This brings out the militant side of the Doctor, and the two men trade insults in a heated confrontation. As Danny heads for the door, the Doctor then turns to Clara, saying "Well, all things considered, I think that went well." Clara and Danny leave the TARDIS; Clara reminds Danny that he can't go home as it's parents evening. The Doctor lags at the door, wondering why he never seems to learn his lesson about humans. Courtney Woods enters the storeroom, asking the Doctor what's really in the police box, which he shows her. Wondering if she can go with him, the Doctor says he might have a vacancy. As the parents arrive, the Blitzer unexpectedly returns from the vortex. The Doctor's device detects it. He summons Clara through the door, prompting her and Danny both to leave. Courtney's parents, who were talking to Danny, express that their daughter was right about the two teachers' relationship. Meanwhile, the Doctor discusses his plan: Clara attracts the Blitzer with the sonic screwdriver, and it chases her from the school hall to the caretaker's storeroom, where the Doctor speaks to it through the device he's built. It is a communication device that makes the Blitzer think the Doctor is its superior. He tells Danny to do one very important thing: keep out of their way. The plan seems to work, and the Doctor tells the Blitzer to deactivate. It obeys, pending a final authorisation code. The Doctor needs time to prepare the code. Instead of deactivating, the Blitzer has begun a self-destruct count down. He tells Clara to distract it while he hurriedly tries to prepare the code, but she is unsure what to do. Just then, Danny yells out to the Blitzer. He runs and jumps over it as it fires its lasers at him. This distracts it long enough for the Doctor to give the final code, deactivating the Blitzer. Danny reveals to Clara he was following her with the watch and vows to protect her. He tells her that he only needs to do one thing, which the Doctor confirms: to prove he's worthy of Clara. This is reason that the Doctor is so angry; he wants to make sure Danny is the right choice for his best friend. The Doctor takes the Blitzer into space and ejects it from the TARDIS, taking Courtney on her first trip. Unfortunately, Courtney is unable to cope with the immensity of the universe and finds herself feeling rather ill — whereupon she rushes back inside and is sick. Back on Earth, Clara and Danny watch television. Danny tells her that the Doctor reminds him of previous commanders he has known, who push their soldiers to get them to do more than they realised they were capable of. Clara obeyed the Doctor without being scared. Danny worries that the Doctor might push her too far. He insists that Clara promises to tell him if that happens. Elsewhere, CSO Matthew is in a long white office corridor with many doors on either side of the hallway. He doesn't realise that he has been killed, and is talking to a person named Seb at an information desk. Seb tries to break the news gently, having encountered many new patrons to the afterlife because of the Skovox Blitzers. He tells Matthew that the place has many names, including the Promised Land. Seb personally prefers to call it the "Nethersphere". They notice Missy appear from one of the doors. She gives a stone-faced glance. Seb tells Matthew that Missy is quite busy at the moment, before asking him if he has any questions about his new existence in the Nethersphere. In Coal Hill School, Clara tells the Doctor that her troublesome student Courtney Woods has become worse thanks to meeting him. She's even stolen his psychic paper; the Doctor wonders if it's to get into libraries. However, Clara tells him Courtney has been using it to get into clubs. And all of this started when the Doctor told her that she wasn't special; it's very damaging to a teenager's psyche. Entering the TARDIS, Courtney's already there, and has bought travel sickness bracelets in preparation for her travels, which Clara tells her won't happen. The Doctor on the other hand, is pleased by this news; he has two rules: no vomiting or hanky panky in the TARDIS. Pestering the Doctor to try making amends with Courtney, he offers to let her big the first woman on the Moon. When asked if it would make feel special enough, Courtney excitedly tells him yes. The TARDIS arrives in the cargo bay on a space shuttle, with the trio exiting in spacesuits. Courtney is not pleased; however, the Doctor notes from the window that they are on their way to the Moon, so he didn't go too far off course. He examines the cargo, explaining the objects around them are nuclear bombs, about to arrive on the lunar surface in 2049. The astronauts, Lundvik, Duke and Henry discover them, as the Doctor awkwardly walks around; he asks if they are going to shoot them, telling them to start with Courtney, to make sure she isn't last and afraid. He then adds that he'll take some time to kill, as he might keep regenerating forever. Introducing himself as an intelligent and benevolent alien, the Doctor asks if the astronauts will still shoot them; Lundvik says no. The Doctor is glad to hear it, before asking what is wrong the yo-yo he is playing with; Clara tells him it goes up and down, prompting him to congratulate her. The gravity on the moon has likely increased; they should all be floating around the room. Lundvik explains the Moon has put on weight, and it's causing havoc on Earth. The Doctor laughs "And so they sent you up here to save the Earth with your bombs." The shuttle lands, and everyone dons their helmets. Courtney exits first, reciting rather poorly Neil Armstrong's speech. Lundvik explains that Mexicans were previously sent to investigate the possibility of minerals on the Moon, but all that was sent back were screams over the radio. The Doctor wonders if they are a rescue team, prompting Lundvik to reveal that this happened years ago; humanity lost its interest in going into space. Even the shuttle had to be put back together from being a museum ride; her two companions are "third rate" astronauts. They find the mining base, and enter; the Doctor tells them that oxygen is still in their, so they can take off their helmets to conserve their suits's supply. However, they soon discover the corpses of the crew preserved in webs and research photos showing deformed landmasses; the Moon is disintegrating. Henry investigates a cave outside the base, and is killed by a large spider, one of which then enters the base and begins menacing the Doctor, Clara, Courtney and Lundvik, and kills Duke. Courtney kills it with a detergent, and the Doctor works-out that they're germs. Courtney asks to return home out of fear. Courtney's taken back to the TARDIS, and Clara tells the Doctor she knows the Moon isn't destroyed, having seen it above Earth in the future, but the Doctor's open to the possibility of it being a hologram or something similar. The events happening on the moonbase are a fluxed point in time — he doesn't know what happens, so the moon could be destroyed, affecting humanity's future. Going to analyse one of the crevices caused by the corrosion, the Doctor, Clara and Lundvik find Henry's corpse, where he's attacked by another spider, which is repelled by the deterring effects of sunlight. The Doctor jumps down the crevice to gather a sample. The Moon shakes, and sheds more of itself. Based on the seismic activity and the amniotic fluid the Doctor finds, he determines that what everyone calls "the Moon" is the egg of the real Moon: the creature within. In 2049, it's hatching, after growing for millions of years. Lundvik wants to know how to kill the moon. The Doctor puts her plan in context — to blow up a new creature with nuclear bombs, something they'll have to explain to their descendants. Lundvik reasons that the Moon's disintegration is causing catastrophic weather effects on Earth, and needs to be destroyed to save the world. Not being from Earth or the Moon, the Doctor chooses not to interfere, insisting that only Humans can decide the future of their planet. Courtney wants to return to be a part of the debate, and the Doctor instructs her over her phone how to bring the TARDIS to him. As soon as she does so, the Doctor departs — leaving only Clara, Courtney and Lundvik to make the choice. Clara thinks they should take the risk, and deal with any possible consequences if/when they happen. Lundvik has only humanity's interests to mind, and is prepared to kill the creature to stop the destruction. She activates a timer, after which, she'll detonate the bombs. Ground Control speaks to them over a screen, informing them that Earth's situation is "pretty bad". Clara broadcasts to Earth over the screen, telling them to give their vote. Turning their lights off votes "kill" and keeping their lights on votes "don't kill". After the timer has elapsed, Earth has voted "kill". Lundvik primes the detonator, but Clara intercepts at the last second and overrides the command, just as the Doctor returns. Returning to Earth, the Doctor, Clara, Courtney and Lundvik watch from a beach as the Moon disintegrates in space, while the creature it hatched (a massive butterfly-like creature) flies away — but not before it lays an egg, which has become a replacement Moon. The Doctor tells Lundvik that humanity from this point spreads into space, enduring to the end of the Universe, because they chose not to kill. Courtney realises how special she now is, being one of the three people to allow Humankind to continue. Clara storms out of the TARDIS, which dematerialises. Danny finds her in her classroom, and as he comforts her, she recounts the story to him. Danny tells Clara her relationship with the Doctor isn't over, because he can still make her angry. Clara asks him how he became so wise, and he tells her that he left the army under circumstances that he only refers to as a "really bad day". Returning home, Clara goes into the kitchen and pours herself a glass of red wine. She then gazes out of her window at the Moon. In a luxurious dining car of a train, Mrs Pitt, an elderly lady, spots a man "dressed as a mummy monster", at which point a clock starts counting down in the corner of the screen. She wants him out of her dining car, but no one else seems to see him. She calls a guard over and tries to get him to throw the man out of her dining car, but he can't see it either. As the clock reaches 6 seconds, the Mummy gets closer and closer to Mrs. Pitt. At 5 seconds, it has its face in hers. At 4 seconds, her granddaughter, Maisie Pitt, is starting to worry. At 3 seconds, everyone in the car is staring. At 2 seconds, Mrs. Pitt seems to be having a panic attack. At 1 second, the Mummy has his hands on her forehead. Then she collapses, dead. The Doctor lands the TARDIS in the train's baggage car. He steps out with Clara. Clara is dressed in a 1920s outfit, and the Doctor in a tuxedo. "There were many trains to take the name Orient Express," he tells her, "but only one in space." He opens the door to reveal the dining car, where there is a singer performing a jazz version of Queen's "Don't Stop Me Now". The Doctor ushers Clara inside. As they look out a window at a nebula, the Doctor begins to tell Clara about the various planets that used to be there thousands of years ago. Clara interrupts, apologising for her recent anger towards the Doctor. She says she could never hate him, but intends this to be their last trip together. As the Doctor mentions having had a picnic on one of the now-gone planets, Maisie overhears and calls him a liar. She says he must be, as that planet has not existed for a thousand years. Visibly distraught, she is gently ushered back to her room by guards. Clara asks Quell, the Captain, what happened and he explains Mrs. Pitt's sudden death, before escorting Maisie out. Later, while sharing a night cap outside their cabins, Clara and the Doctor debate whether or not there is anything suspicious about the old woman's death. Clara begins to have doubts about leaving the Doctor when he makes her realise that when this, their "last hurrah", is over, she is unlikely to ever see him again. During the night, the Doctor ponders the story of Mrs Pitt's death and the mummy which only she could see, becoming increasing suspicious of it. Clara meanwhile is on the phone with Danny, discussing this as her last trip with the Doctor. He is relieved that at least the train is safe, which Clara seems somewhat unsure of, but nevertheless confirms. The Doctor leaves his room, stopping at Clara's door. He almost knocks, but instead goes on, leaving her to sleep. As soon as he disappears down the hall, Clara emerges from her room and goes to the Doctor's door. She knocks, but not being there he of course does not answer. The Doctor starts to poke around the engine room, where he examines the chair that Mrs. Pitt had died in. It's then that he meets Perkins chief engineer aboard the Orient Express. Perkins tells him that they think something else might be responsible for the deaths of some of the passengers. Having changed back into her dress, Clara again exits her room. She sees Maisie, who is coming down the hall with a determined look and a high heel shoe in hand. Clara greets her, then follows her. Maisie asks the computer for access to a room, and the computer replies, "Call me Gus. I'm afraid this door can only be opened by executive order." Maisie says that that's the room where they're keeping Mrs. Pitt's body, and that she should be allowed to see it. Clara agrees, then tells her that she has a friend who's really good with locks and he can open it for her. Instead, Maisie smashes the computer with her high heel shoe and the door slides open. The Doctor has sought out a passenger named Professor Emile Moorhouse, professor of alien mythology. The Doctor asks him about the Foretold - a mythical mummy. Moorhouse tells the Doctor various bits of information, including the saying: "They that bear the Foretold's stare have sixty-six seconds to live", and that only they can see the creature when it does appear to them. At that moment, in the kitchen, one of the chefs catches sight of the Foretold and screams. Alerting the other kitchen crew, who, of course, can't see it, the chef grabs a knife and waves it around. The chef backs up towards the freezer and locks himself in it, seeing that the Foretold is on the other side of the door and can't get inside. But when he turns around, he comes face to face with - the Foretold, who has somehow teleported inside the freezer. As the clock ticks to 1 second, the Foretold wraps its hands around the chef, who collapses. The Doctor confronts Quell about the Foretold - using his psychic paper to masquerade as a mystery shopper to get information out of him - but Quell does not believe him. Perkins then gives the Doctor a large amount of documents and information. They meet up with Moorhouse in the engineer's room to watch footage of Mrs. Pitt's death and note the details. Maisie and Clara get into the room, but Mrs. Pitt's body isn't there. The door has closed and locked behind them. Trapped for now, they enter into conversation about why Clara is leaving the Doctor; Maisie doesn't believe Clara's claims that her friendship with the Doctor is over. "You got on a train with him," Maisie points out. The Doctor calls Clara, who tells him that there's a strange sarcophagus at the back of the room. It opens up, but there's nothing in there but bubble wrap. Captain Quell then apprehends the Doctor believing he is the one causing the deaths - he's called Head Office, and there's no mystery shopper. The Doctor and Quell go to a different cabin, where they find a guard writhing on the ground, shooting his gun at an invisible thing in front of him. The guard drops dead and Quell releases the Doctor, who then deduces that the passengers are all experts and scientists in specific fields of study. They have been gathered here to study the Foretold. The inside of the room turns into a white laboratory, and most of the passengers disappear - holograms, says the Doctor, to make up the numbers. The train comes to a stop and the computer Gus reveals that the Doctor is right, and the whole Orient Express cruise was to find out more about the Foretold. Specifically: "Your goal is to ascertain the Foretold's true nature, probe for weaknesses with a view to capture, after which we will reverse engineer its abilities". Gus reveals that an ancient scroll is what causes the mummy to appear. Moorhouse suddenly catches sight of the Foretold, and the Doctor tells Perkins to start the clock. Perkins sets his stopwatch for 66 seconds, and the Doctor asks Moorhouse to describe the Foretold in as much detail as he can. Moorhouse does just that, but a dead man can tell no tales, and Moorhouse collapses, as have the other victims of the Mummy. Clara calls the Doctor to tell him about some documents they found about the Orient Express. Gus tells the Doctor to terminate the call. When he refuses, Gus de-pressurises the kitchen room. Looking out the window, those in the laboratory see the lifeless bodies of the kitchen staff floating in space, and Gus warns the team that he will do this to another, random, car if someone disobeys his orders again. The Doctor ends the call. After looking at the medical history of the previous victims, they figure out that the Foretold is targeting weaker passengers first: Mrs Pitt was over a hundred years old, the chef had a blood disorder, the guard had replacement lungs, and the Professor suffered from post-traumatic stress after a car accident. Quell reluctantly tells the Doctor that he too suffers from post-traumatic stress following war service, and the Doctor confirms to him that he will be next. It isn't long before Quell sees the Mummy, too. The Doctor tells Perkins to start the clock. Quell describes the Foretold as much as he can and dies, like the others, in 66 seconds. Perkins realises that the reason it takes exactly that long is because the creature is in phase, and it takes "about a minute" for something to come out of phase. Therefore, the Foretold has some kind of technology allowing it to do so. Perkins reports to the Doctor that Maisie is probably next because of her trauma from Mrs. Pitt's death, and so the Doctor calls Clara to inform her that Maisie is next on the list. He tells her to bring Maisie to the car that he's in and that Gus has agreed to bring her there. Clara is greatly upset by this, telling the Doctor that she can't just lead Maisie to her death, but the Doctor, claiming that there is no other solution convinces her, though very reluctantly, to lie to Maisie and claim that the Doctor can help her. When Clara brings Maisie to his car, she realises that the Doctor had been hoping for trouble - Gus had tried to entice him on board before - and she is, naturally, furious after having trusted him to take them for a simple holiday. At that point Maisie screams and points, the Foretold staring at her coldly in the doorway. The Doctor fiddles with Maisie's mind and scans her for her emotions of grief and trauma. When he implants those same emotions on himself, the Foretold now believes that he is Maisie. The Doctor sees the Foretold and Perkins starts the clock. The Doctor deduces that the scroll is actually a flag which the.mummy is protecting, and that the mummy itself is actually an ancient soldier augmented with stealth technology to allow it to kill only its victims by pulling them out of phase. The Doctor realises that the Foretold is killing the passengers because it believes the war it fought in is still going on and with one second left, the Doctor shouts: "We surrender!" The Foretold suddenly stops, the tech inside it deactivates and it comes out of phase. With everyone now able to see it, it wearily raises its arm in a salute. "You're relieved, soldier," says the Doctor quietly. With that, the Foretold shrivels into dust, and the Doctor picks up the tech that powered it from the dust. He starts to fiddle with it. Gus' voice comes over the speakers again, congratulating them on solving the mystery, before telling them that no survivors are needed. "Ah, well, there's a shocker" the Doctor mutters. As Gus starts to let the air out of the cabin, the Doctor fiddles with the device. Clara and the other humans collapse. From space, the train is seen exploding. Sometime later, Clara wakes up on a rocky beach covered with a picnic blanket, with the TARDIS nearby. The Doctor, writing in the sand with a stick, greets her. He says that he was able to teleport all the passengers into the TARDIS, using the Mummy's animation device. He then tried to hack Gus to find out who had created him, but this triggered a security measure, causing the train to blow up so no evidence could be discovered. Then he dropped everyone off safely here, on the nearest civilized planet. Clara is impressed that the Doctor managed to save every survivor, and asks him why he didn't tell her straight away what he was planning to do with Maisie. The Doctor explains that he couldn't risk Gus getting tipped off about his plan and trying to stop it. Clara then asks him if he was just pretending to be heartless. The Doctor pauses for a bit, before asking "Would you like to think that about me? Would that make it easier?" He then expresses sadness at having failed to save Moorhouse and Quell, and admits that he wasn't even sure if he could have saved Maisie. He states that if that plan also had failed, he would have gone on to the next passenger, and then the next, and so forth, until he had found a way to defeat the Foretold. He tells Clara that sometimes, all your available choices are bad ones, but in the end you still have to choose. Back in the TARDIS, Perkins compliments the Doctor on his ship and tells him that a couple of the drive stacks need replacing. The Doctor implies an invitation for the train engineer to travel with him, so he can replace the drive stacks. Perkins politely declines, stating "that job could change a man," to which the Doctor agrees. He and the Doctor bid each other goodbye. Clara, reflecting back on their previous conversation, asks the Doctor if he loves being the man who has to make the impossible choices all the time. The Doctor responds that it is his life. Clara then asks if it is an addiction to him, and he answers that you can't truly tell if something is an addiction until you have tried giving it up, something she notices he never has. Clara then receives a call from Danny, and he asks her if it that last adventure of hers is over. Clara, having decided to forgive the Doctor, lies to Danny and tells him "mission accomplished". She then tells the Doctor that Danny just told her that he is fine with them travelling around, and so is she. The Doctor, happily surprised by her sudden change of heart, asks her if she is serious, and Clara answers that she wants to see more planets right now. The Doctor excitedly tells her about "one that's made entirely of shrubs" and plots a course for it. The two pull the dematerialisation lever together. A man is on the phone with the police, explaining in whispers that he knows what happened to the people who went missing. When they ask him to speak up, the man tells them he cannot; he needs the police to protect him as the culprits will be coming for him. Hearing something, he screams in fear and vanishes from the room. The officer on the line asks the man if he is okay, getting no response. The camera pans to the trim on the wall of the room, showing an image of the man stretched through the trim, screaming. After some adventures, the Doctor is piloting the TARDIS back to Clara's time to return her home. She is hurriedly packing her things, to which the Doctor tells her is not necessary as there is LITERALLY infinite space in the TARDIS for her possessions. However, Clara says Danny has gotten possessive, and doesn't want any of her things in the TARDIS. Not really caring, the Doctor lands the TARDIS, telling her it's the same time the left. However, he then adds "same place-ish". Realizing something is wrong, Clara demands the Doctor not give her that; however, he retorts that the readings he's getting are "ishy". As he looks at the monitor, Clara heads to the door. She stops, shocked; she calls the Doctor to her. He looks at the door as well, stating it's very not good: it's shrunk! The Doctor and Clara exit the TARDIS, albeit with some difficulty as the exterior shell has shrunk to almost half it's original size. Amazed, the Doctor begins wondering what happened and starts scanning with the sonic screwdriver. Clara looks over at the nearby tracks, reading the sign; they're in Bristol rather than London. She states it's annoying; he retorts she's annoying. What's happening here is huge; something near by is draining the dimensions of the TARDIS. The Doctor tells her "my house isn't going anywhere" until what's leeching off it has been stopped. He gets back inside for equipment, directing Clara to look around for the source of the problem. She meets Rigsy, a graffiti artist working community service for his art; he tells her that locals are disappearing, and mystery murals of them have appeared in a nearby pedestrian tunnel. Clara calls the Doctor, bringing him up to speed. She asks where he is since she can't see the TARDIS. However, he tells her he hasn't taken off. To her amusement. the TARDIS as shrank to size of a toy. The Doctor lightens the TARDIS, allowing Clara to carry it her her purse. He hands Clara his psychic paper, the sonic screwdriver, and an audio/visual earpiece so he can keep in touch with her. Clara takes this as being chosen to act as his stand-in; that itself is a complete honour. Annoyed, the Doctor tells Clara that she's not being him. Clara goes back to the mural tunnel, scanning around to give stats to the Doctor in the TARDIS. Rigsy finds her again, asking for her name. Clara calls herself "the Doctor". When Rigsy asks Clara what of, the actual Doctor states "of lies". However, Clara decides to get back at him by saying "I'm not sure. I think I just chose the title because it makes me sound important." Being a blow to the Doctor's ego, he sneers "why Dr. Oswald, you're hilarious." She asks Rigsy to take her to where someone vanished. Rigsy leads her to flat of the mopst recent missing person, where there's a strange desert mural. Rigsy gains help from a police officer to gain access to the flat of the first known missing person. The Doctor instructs Clara to tear out the walls, believing the energy source to be within them. While they work, PC Forrest is sucked into the ground out of view of Clara and Rigsy, and when they reach her screams she has disappeared. They look around the room and find another strange mural, and the Doctor realises it's likely to be PC Forrest's nervous system, and believes the first mural was a closeup of human skin of the latest victim. Clara shows the TARDIS to Rigsy, getting him on the same page. Hearing a bizarre sound, the Doctor shuts the TARDIS doors as the creatures behind draining it of its dimensional energy is at it again. Clara and Rigsy see what appears to be air moving like fluid coming at them. The Doctor quickly explains his theory that their adversaries are creatures from a 2-D universe, and must have been experimenting on the three-dimensional world, trying to understand it. As Clara and Rigsy try to avoid the entity, which is in the walls and ground, Danny phones Clara, and she manages to avoid questions of her whereabouts and quickly hangs up. The Doctor, who is listening in, recognises that Clara has lied to him about Danny accepting her continued travels in the TARDIS. Clara and Rigsy return to the rest of the community service group, who are about to paint over the murals in the pedestrian tunnel. The Doctor realises that the images are masquerades for the two-dimensional creatures, attempting to understand three dimensions; after the creatures take one of the services workers, Clara leads the rest away with the creatures chasing them. They take shelter in a nearby engine repair warehouse, where the Doctor tells Clara that a leader will soon emerge, and that she must make sure it's her. When Fenton demands to know who she is, Clara coldly states she's his best option for staying alive. The Doctor is impressed; he'd do the exact same thing to make people listen. The Doctor helps Clara to try to communicate with the creatures using mathematics. When another worker is taken, Clara and the surviving members flee into a disused subway tunnel. As they explore, they find their only escape route has been flattened to two dimensions by the creatures. The Doctor provides Clara with a device to restore the dimensions, and they just manage to escape. The Doctor also tells Clara that he has worked out a way to stop the creatures and return them to their home dimension, but the TARDIS doesn't have enough power. In the chaos, the TARDIS is knocked down a shaft on to an active railway line, with an oncoming train heading right for the TARDIS and the Doctor. With some advice from Clara, the Doctor is able to get the TARDIS off the rails by using his hand to move it, resulting in the Doctor doing a little victory dance for saving his TARDIS and himself. However, his victory is short-lived, as the TARDIS tips over onto the rails again. In order to protect the TARDIS from the oncoming train, the Doctor activates its siege mode at the very last minute, but without power is unable to return it to normal. The lack of power is also causing the life support systems to fail. Clara uses the sonic screwdriver to stop an out-of-service train, and they attempt to use it to ram the creatures to prolong time to get back in contact with the Doctor. However, the train is simply transformed into two dimensions; as they escape, Clara finds the TARDIS now looking like a plain cube with Gallifreyan symbols, and takes it with her. Taking shelter in a disused office space, Clara comes up with a plan to provide energy to the TARDIS by having Rigsy paint out a fake access door on the back of a large poster. Unsure if Clara can still hear him or even if she is still alive, the Doctor praises her performance, saying that she "Made a mighty fine Doctor." When the creatures attempt to pull the fake door into three dimensions, they instead feed their energy into the TARDIS, restoring it to normal. Realising they have no interest in peace, the Doctor uses the sonic screwdriver to stop the creatures, whom he dubs the "Boneless", sending them back to their own dimension with a warning to those who survive the trip that "You are not welcome here. This plane is protected. I am the Doctor." The Doctor returns everyone to the surface safely in the TARDIS. Clara rejects a call from Danny, catching the Doctor's attention; he notes that she enjoyed 'playing the Doctor' for the day. She asks him to admit that she was a good Doctor; he reluctantly tells her that she made an "exceptional Doctor," but that "goodness" had nothing to do with it. As Clara watches the Doctor enter the TARDIS, Missy, seated in a darkened room, is watching Clara on what appears to be a tablet. Missy says, with regard to "her" Clara, that she has "chosen well". A little girl is running through a forest, when she comes across the TARDIS and knocks on the door. The Twelfth Doctor opens the door, and the little girl explains that something told her to look for a doctor. Taking the girl inside, the Doctor goes on about how he's having trouble with the TARDIS not landing where he wants to be. After a takeoff attempt, a GPS voice says the Doctor has arrived at his destination, London; he argues that it's wrong. However, the little girl tells him that the device is not wrong, she takes him outside and points up, explaining they are in Trafalgar Square. The Doctor is left surprised by this, as a pullaway shows all of London's filled with wild trees filling every open area possible. In a museum, Clara and Danny have taken "special" students on a museum sleepover class trip. After dealing with some annoyance one student was causing, they gather up the class to leave. One student stops to stare at a cross-section of tree on display, noticing that it has a single thick red ring in the rings depicting how many years it grew. Clara, not knowing what it means, simply guesses "must have been a good year to be a tree." The security guard attempts to unlock the door to let them out, but finds it jammed. After the guard's futile attempts to open the door, Danny and the children push the door open. Everyone is left shocked by the sight of the trees, leaving Clara to think of answers. Danny goes to the roof to have a look; initially imagining they must have been involved in a "Sleeping Beauty" scenario, Clara soon struggles to account for the various inaccuracies of her theory. All around the world, people are panicking from the sudden appearance of the trees. The British Government announces its plan to burn away trees to clear paths for people to get around. Believing that the Doctor may already be in the area to investigate the situation, Clara runs off to find him. Danny and the children stay at the museum waiting for her to return. Clara phones the Doctor, learning that one of the children she and Danny were supposed to be looking after is in the TARDIS with him; they arrange to meet up at Trafalgar Square. Clara returns to the museum where Danny finds out she has been in contact with the Doctor who has Maebh, this results in an argument that confuses the children since they have been told by Ruby, one of the children, that Danny and Clara are "madly in love". Ruby explains that arguing is what you do when you are madly in love. They organise and set off for Trafalgar Square. Once everyone meets up, Ruby brings a strange fact to the Doctor's attention; a branch from one of the trees she found has no rings of growth in it. The Doctor concludes that the trees sprang up overnight. Danny wonders how this is possible, with the Doctor pointing out it's a similar scenario to the Ice Age, joking "welcome to the Tree Age." The Doctor then lets everyone into the TARDIS for safety; this proves to be a bad idea as he constantly has to shout at the children to leave the controls alone. Surprised by the remarkable lack of intelligence displayed by the group, the Doctor asks Clara what's wrong with the children. After she explains, flashbacks show the children in her and Danny's classes, misbehaving and asking stupid questions. Danny notices folders of homework assignments that Clara previously left onboard. As he begins to look through them, he is suddenly stopped by the Doctor. He sees a series of drawings depicting the growth of the trees and an impending solar flare (strong as the one he recently encountered, which destroyed the Bank of Karabraxos). He demands to know who drew the pictures, learning that it was Maebh Arden. He searches the children, asking for Maebh. However, Ruby says that Maebh is not with them. Clara informs the Doctor that Maebh is fragile and hears voices since her sister went missing last year. When asked what the voices say Clara says she does not know, Maebh takes medication and the voices go away. This angers the Doctor who says "If a child is speaking, listen to it." The Doctor uses the sonic screwdriver to get a reading on Maebh's phone and he and Clara leave the TARDIS. The Doctor and Clara take off to find Maebh, while the children convince Danny that he needs to go after Clara to help and protect her; however, he annoys them with his choice of words. In the meantime, Maebh is leaving a trail of her belongings; she stops upon hearing voices, which belong to men in protective suits about to burn the trees blocking the road. Frightened, Maebh takes off in a different direction. The Doctor and Clara reach the same spot shortly afterwards, only to be ordered to vacate the area for their own safety. Kept from advancing, the Doctor and Clara watch in amazement as the trees will not burn even using flamethrowers; the Doctor explains that trees control oxygen, and therefore can prevent themselves from being burnt by depriving fire of air. Showing Clara the drawings, the Doctor explains that Maebh predicted the appearance of the trees, and has even written down the date; they have to find her because she's connected in some way to the trees. They continue searching for Maebh, only to be shocked still by the howl of a wolf. Clara is in disbelief since they're in London, a big city; however, the Doctor points out that the trees may have likely broken the gates of the zoo and let out the dangerous predators inside it. They find Maebh, who is being pursued by wolves, but find themselves on opposite sides of a fence. Maebh sees a gate and joins the Doctor and Clara on the other side of the fence. The Doctor instructs them to stay huddled together, hoping to scare off the wolves by pretending to be a monster. The wolf pack jump the fence, but run past them whimpering. The Doctor believes his plan has worked however, Clara flatly asks him "What are wolves frightened of?" A tiger slowly approaches from the other side of the fence, ready to attack; however, Danny arrives and scares the beast away. Maebh begins swatting the air with her hands, saying there are too many. Clara and Danny think its a fit and Maebh needs her medication; however, the Doctor stops them as the child is communicating with something related to the trees. Maebh runs off again and everyone pursues her. She goes to an area that looks like a circle of bushes that are covered in cobwebs. Using the sonic screwdriver, the Doctor makes what Maebh is swatting at visible as sparks of light. The lights become still and use Maebh to communicate; they tell the Doctor that they are the lifeforce of the trees, which have been and will always be there, and that a powerful solar flare is coming. The lights then leave, freeing Maebh. Clara urges the Doctor to use the TARDIS as a lifeboat to save the children, Danny, and herself; they head back to the TARDIS, where the Doctor is ready to take everyone onboard. However, Clara tells him that the children will always want their parents, and that her idea was a ruse to get the Doctor back to the TARDIS for his own safety. Not wanting to be alone, the Doctor tells Clara that Earth is his planet too; however, she sends him away ironically telling him that she does not want to be the last of her kind (see: Doctor Who). Alone in the TARDIS, the Doctor comes to a sudden realisation: this scenario with the solar flare and trees has happened before! The Doctor ushers everyone back into the TARDIS, where he explains the solar flare; to his surprise, Clara kept the news from the children. Regardless, the Doctor then explains that the trees are benevolent; they have been protecting life on earth for centuries, and have sprung up all over the world to keep it safe from the solar flares. A child points out that the governments are still planning to destroy the trees with a defoliant; a horrified Doctor realises they have to quickly spread the word about the trees' purpose around the world. Maebh offers to convey the message since she was the first to receive the news; the Doctor agrees. The children work together to compose a speech while the Doctor hacks into every communication device in the world. Maebh's speech is heard around the world, advising everyone to be calm and that the trees are to be left alone as they serve a benevolent purpose and ends by asking her sister to come home. Everyone then leaves the TARDIS, where Maebh is greeted by her mother, who has been searching for her. The Doctor offers the group the rare chance to watch a solar flare from space, but everyone turns down the offer; Clara will join the Doctor after the children are returned home. She and Danny then share a kiss, which the children laugh at as the rumours about them dating have been proven true. Later, the Doctor and Clara watch the Earth from the open TARDIS doorway. The solar flare hits Earth, but the trees protect the earth from harm. Elsewhere, Missy also watches the event on her tablet, commenting "Now that was surprising. I love surprises." Back at her apartment, Clara and the Doctor watch from the balcony as the trees covering London crumble away. She wonders what will be told about the trees in the future, but the Doctor tells her that the entire event will have been forgotten as it's the human superpower to forget. Elsewhere, the Ardens are returning home, when Maebh notices something looking at them through a hydrangea bush. The hydrangea (variety "Annabelle") withers away, revealing Maebh's lost sister, Annabelle. Clara is ready to confess to Danny the adventures she's been having with the Doctor, despite telling him she wasn't. She's about to tell him over the phone, when Danny steps out into the road and is killed by an oncoming car. Unable to deal with her grief, Clara calls the Doctor for help with the intention that he'll change events. The Doctor picks up Clara asking her where she wants to go, almost immediately sensing something is wrong. She asks the Doctor to take her to a volcano, all while collecting up the TARDIS keys that are hidden in the console room. After the Doctor sets the destination, Clara uses a sleep patch on him. The Doctor seemingly wakes on a volcanic planet, and Clara tells him what's happened and that she is holding the seven TARDIS keys hostage. Clara then reveals that she knows lava can destroy them and if the Doctor doesn't let her try to save Danny she'll throw them all into the crater in order to prevent the Doctor from ever re-entering the TARDIS, proving that she's serious by throwing one straight away. The Doctor point-blank refuses to save Danny since his death is part of her personal timeline, changing that event will lead to a paradox. He tries to take control of the situation by goading her to throw another key in the lava. Clara then throws all but one in, and when the Doctor still won't help she throws the last in before suddenly being overcome by the enormity of what she's done. The Doctor then reveals that she didn't actually knock him to sleep (the two are still in the console room), and this has been a telepathic test to see how far she'd be willing to go to be with Danny again. Seeing the extremity of her desire to see him, despite his fury at her betrayal of him, the Doctor agrees to do everything he can and connects her to the TARDIS' telepathic circuits, as her time stream's connected to Danny's. The TARDIS takes them to wherever she thinks Danny now is, even speculating about travelling to the afterlife, since most cultures have a concept of it. Danny wakes-up in the Nethersphere, and is greeted by Seb, who informs him of his death. The TARDIS has taken the Doctor and Clara to the 3W, where they see skeletons seated in watery graves. They're greeted by Missy. Stating that he clearly didn't receive the formal advance materials, she kisses the Doctor, and claims to be a Mobile Intelligence Systems Interface. Missy lets the Doctor feel her heart, evoking a reaction of quiet surprise from the Doctor. In the Nethersphere, Seb asks Danny if he's ever killed someone, due to a request from someone Danny could have killed in the army. Remembering his "bad day", the child Danny accidentally killed is revealed to him. Chang reveals the dark water to the Doctor and Clara. When submerged, only organic matter can be seen -- the skeletons are inside something else, hidden by the water. Danny meets with the child, who runs away when Danny tries reaching out to him. He and Seb hear a man screaming, which Seb explains to mean he left his body to science. Chang then explains to the Doctor and Clara that the 3W was established after a discovery from television static, that their founder, Dr Skarosa, translated to be distant voices. Believing them to be the voices of the dead, Skarosa isolated some of them. Chang plays a recording of the voice that inspired 3W's founding: "Don't cremate me". Chang tells them the dead are still conscious, and aware of everything that happens to their body. The Doctor mocks such an idea. Seb is explaining the same to Danny, who constantly feels cold because he's still connected to his body, which is being kept in a cold place. The Doctor states that the dead don't come back, and Chang establishes a communication signal to the Nethersphere, and Clara is able to speak to Danny, with Seb's assistance. The Doctor tells Clara to ask Danny questions only to which would he know the answer. Missy activates the tanks, and the skeletons stand. When Chang and the Doctor arrive, Missy reveals she was only pretending to be an android, and kills Chang. As the tanks begin to empty, the Cybermen are slowly revealed. Clara asks Danny to name the restaurant of their first date -- he can't remember. Missy shows the Doctor the Nethersphere, which is a Matrix data slice housing minds of the deceased in edited forms, while their bodies are used for Cyber-conversion. The Doctor knows the Nethersphere (actually a small sphere within 3W) which is containing the neural patterns is actually Gallifreyan technology, and Missy reveals that she is indeed a Time Lord, or rather a Time Lady as she prefers to be called. The Doctor asks her which Time Lady she is -- she's the one he "left for dead", without expecting her to "find [her] way back". The Doctor runs out of the 3W, which is St Paul's Cathedral. Clara asks Danny more information about her and tells him that if he is Danny, she is determined to find him in the netherworld and threatens to hang up if he says "I love you" one more time instead of answering her questions. Danny tells Clara she must continue her life and not follow him; he repeats the same words for the last time and she disconnects the communication signal. Seb gives Danny the option to delete himself, which would relieve him from the surge of emotional trauma from his call with Clara. Back in 3W, Clara turns around to see a fully-revealed Cyberman in the water tank. The Cybermen activate, and begin marching down the steps of St Paul's Cathedral. The Doctor yells at civilians to run away, but he's dismissed as an angry Scotsman. The Doctor demands that Missy tell him who she truly is, and Missy reveals that her name is short for "Mistress" as she couldn't keep calling herself by her previous title the Master. The Doctor initially reacts with disbelief that quickly turns to horror when he realises she is telling the truth and his old nemesis has returned. In the Nethersphere, Danny is on the verge of disconnecting himself, and sees the child he killed reflected on the screen of the iPad he holds. Inside the 3W facility, Clara hides behind a desk as the Cyberman that had been Dr. Skarosa marches out of his tank. However, it detects her, demanding she reveal herself. Clara complies, hands raised; she tells the Cyberman that she is a target of strategic value. The Cyberman scans her, and states that she is Clara Oswald, an ordinary human with no value whatsoever. Clara tells the Cyberman it's wrong, that the identity of "Clara Oswald" is just a story she made up. It's interest piqued, the Cyberman asks for her identification again. Clara tells it that she is the one person who can change their face and hide in place sight in front of the Cybermen. When asked again for her identity, Clara claims to be "The Doctor". Outside of St Paul's Cathedral, the Doctor tries getting everyone to run away from the Cybermen. However, Missy sarcastically passes him off as a ranting madman. The Doctor is baffled by this sight; no-one is panicking at the sight of these silver monstrosities. Missy advertises the Cybermen as big metal men and charges the public one pound for a picture with them. Slinging an arm around the Doctor, Missy shows him pictures on her device which show that the same thing is happening globally. When Missy states they should take a picture, an undercover Osgood offers to take a picture, seizing Missy's weapon. She calls in a strike, and UNIT officers reveal themselves from the crowd. Kate walks out of the crowd, introducing herself to the Cybermen, who dismiss her threats as insignificant as human technology cannot match Cyber-technology. With a smile, Kate tosses the empty head of a Cyberman from The Invasion in front of the Cybermen; they left that behind on their last attempt to conquer the Earth. The Cybermen use their rocket boots to escape. The roof of St Paul's opens and more fly out. Missy reveals that there are ninety-one Cybermen. Osgood states that this is the number of areas of significant population densities in the British Isles, meaning one Cyberman for every town and city in the world. One Cyberman detonates itself above St Paul's, creating a dark cloud and deploying Cyber-pollen. Meanwhile in the Nethersphere, all the lights go out. Seb tells Danny that they all might be going home. He explains to Danny that he should think of the Nethersphere as a data-cloud for storing recently deceased minds. The good news, he says, is that their bodies have been "upgraded".  Back at St Paul's both Missy and the Doctor are sedated and the Doctor just manages to whisper to Osgood, "Guard the graveyards" before passing out. Kate states on the phone that the "first protocol" has been implemented as the cloud made by the Cyberman starts to rain into the graveyards -- and only the graveyards. The water seeps out and makes the sewers and gutters overflow. The water gets into the Chaplet Funeral Home and animates the newly converted Cybermen within. One of these is revealed to be Danny Pink, who clutches the sheet of paper with his information on it.  Meanwhile, the Doctor wakes up in a UNIT aircraft hanger with the TARDIS as Kate informs him that protocols are in place and his co-operation is to be ensured, since UNIT assumes that he won't automatically do so. The Doctor asks for Clara and Kate says that he just has to give the order, as soon as he is on the plane his word is literally law. The plane is revealed to be Boat One. Kate tells someone on the phone that the President is aboard and when the Doctor comments on the uselessness of Americans, Colonel Ahmed reveals that the President of the United States was not being referred to; instead they were talking about the newly inaugurated President of Earth, commander in chief of all armies on the planet with complete authority in every nation. 'That your solution for everything? Vote for an idiot?" the Doctor asks. And to his shock, Colonel Ahmed reveals the Doctor just insulted himself. Back in St Paul's, Clara displays an incredible knowledge of the Doctor, trying to convince the Cybermen that she is him. She even offered to reveal his true name, however another Cyberman arrives telling the other three both the lie and its cause. He looks down when she says that she is an incredible liar. He then knocks her unconscious and kills the other three who realise that he is not under Cyber-control. He is revealed to be Danny. As Missy wakes up, the Doctor asks her why she is alive and she states that he saved her, with Gallifrey being collateral damage. She then reveals that she knows where it is but refuses to give him this information. As he leaves the Doctor reminds her of all those times she wanted to rule the world and calls it a piece of cake. Osgood quickly guesses who Missy is and brings the Cyber-clouds to the Doctor's attention, specifically the fact that they have expanded and now cover all land-masses. In response, the Doctor offers her a position in the TARDIS. It is revealed that Cybermen have been climbing out of graves the world over.  When Clara wakes up, she finds herself in a graveyard just as Cybermen start climbing out of their graves.  On Boat One, a council discusses the graves, finding that though only a handful of Cybermen had come out yet, many more were hatching. The Doctor realises that the entire point of the 3W organisation was to learn how to Cyber-convert the dead, and is very pessimistic of the chances of stopping them now they have this new ability.  Meanwhile all the Cybermen in the graveyard that Clara is in are fully out as they wander aimlessly.  On board Boat One the Doctor notes that these new Cybermen are not attacking since they are newborns. Kate reveals that they had been investigating 3W for a while, before they got a tip-off from a woman with a Scottish accent -- Missy, the Doctor guesses. The Doctor reveals that Missy has been uploading minds in the Nethersphere for as long as humanity has had a concept of an after life. While this is happening, Missy attempts to gain Osgood's attention by singing a version of "Hey, Mickey" replacing Mickey with Missy. She whispers a secret in her ear in a distinctly Scottish accent — "I'm going to kill you in a minute." She refers to this as her "secret girl plan". She starts a countdown from ten, while mocking human lifespans, before revealing that she had already escaped her restraints. She then kills her guards and Osgood before thanking her for being 'yummy'. She presses a button on her bracelet which causes a horde of flying Cybermen to attack the plane.  In the graveyard, Clara finds the one that brought her there and says that the Doctor is the one man that she would never lie to. At this point, the Cyberman tries to shoot her but cannot. Instead he takes his mask off and reveals himself to be a highly mutilated Danny, who asks her to turn on his emotion inhibitor.  Meanwhile, back on Boat One, Missy prompts the Doctor to ask her about her plan, promising that he will be surprised. She claims that by investigating those that die to save him she has realised that he wants to know that he is like her. The TARDIS phone begins ringing and Missy reveals that she both gave Clara the TARDIS' phone number (pretending it was for a PC helpline), and placed the advert in the Victorian newspaper. She claims that it was the only way to make sure the two deeply-opposite personalities — a control freak and a man who can never be controlled - stayed together. The Doctor answers the TARDIS phone; Clara has called to tell him about Danny. He warns her not to turn on the inhibitor, because Danny will revert to a Cyberman and kill her if she does. Meanwhile, the Cybermen are breaking into Boat One and killing crew members. Clara begins to hit switches around Danny's power core, hoping to find the inhibitor switch. On Boat One, Kate has alerted other organisations of their situation and rushes into the room, saying that the plane is going down. Missy turns her attention to her and says that she likes Kate before blowing out a section of the wall, sucking her out of the plane. She orders the Cybermen to destroy the plane and teleports away, leaving the Doctor. Boat One explodes and the Doctor is thrown clear of the debris. Seb and Missy watch on from the Nethersphere, remarking on how boring his death will be. Using his key to summon the TARDIS, the Doctor manages to catch and enter his ship before reaching the ground. Seb is excited over the turn of events, to which Missy replies that Seb is merely an AI. Seb continues to be enthusiastic before Missy promptly destroys him. The Doctor materialises in the graveyard and warns Clara that if she deletes Danny's emotions, he will kill her. He denies that he will, and the Doctor says that the difference between himself and Missy is emotion: "pain is a gift". He tries to get Danny to tell him what the cloud will do, but Danny says he isn't fully integrated into the Cyber hivemind and cannot see. Danny then laughs that all of the Doctor's bravado just crumbled in the sight of a tactical advantage, mocking the Doctor as a typical officer who has to keep his hands clean. Knowing how much it will hurt Clara, the Doctor sadly tells her that he has to know. Clara takes the Doctor's sonic screwdriver, telling Danny she loves him. Danny says the same, joking that he'll never say that again. Smiling through her tears, Clara turns on the emotional inhibitor. Danny stops smiling and goes blanked faced. The Doctor asks him what Missy's plan for the Cyber Pollen is. He tells the Doctor that the cloud will convert all of humanity into Cybermen. Anguished, Clara hugs Danny, who remains motionless. Missy then teleports into the graveyard. Seeing Clara in agony, Missy offers to "pop away" the pain; however, the Doctor tosses Missy's device into the graveyard, already sick of the senseless murder. Missy apologizes, since she tends to get carried away; she tells the Doctor to cheer up as she came to give him a gift. Missy speaks into her bracelet, which controls the Cybermen. She has then demonstrate plane safety tips and random movements. She then gives the Doctor the bracelet, allowing him the same control, as a birthday gift — "It's lucky one of us remembers," she notes. The Cybermen bow. He refuses control of the army, but Missy points out the Doctor DOES want an army. With this army, the Doctor will now have the final say in the result of every great battle in the history of the universe. He can even save the people suffering in the Dalek camps and overthrow dictators. Tearing off the bracelet, the Doctor demands to know why she is doing this. Missy says she wants to show him that they are not so different, because she wants to renew their friendship. She then asks the Doctor if he can't trust himself with this kind of power; if he can stay morally pure. After remembering how he had wondered if he was a good man, the Doctor realizes something and thanks Missy for helping him. He declares he is not a good man, nor a bad man, nor a hero, nor a president, nor an officer (as Danny had described him). He says that he is "an idiot, with a box and a screwdriver, passing through, helping out, learning". He tells Missy that he doesn't need an army, as he has his companions. He points to Danny, stating that he would never harm Clara because love isn't an emotion, but a promise. Danny hugs Clara, much to Missy's shock. The Doctor laughs that Missy didn't notice the only Cyberman not listening to her orders, right in front of her. "P.E. catch!" yells the Doctor as he tosses the bracelet to Danny, who promptly puts it on. Missy wonders what Danny will do. Danny states that the clouds will be burned. When asked by what, Danny states himself; Missy laughs, noting one burning Cyberman won't destroy the cloud. With a smirk, Danny tells Missy she's right. Danny commands the Cybermen to attention. He tells them that this is earth's darkest day, but the dead shall save the land of the living. "This is not the order of a general, nor the whim of a lunatic. This is the promise, the promise of a soldier!" Danny turns to Clara, promising that she will "sleep safe tonight" before flying into the cloud with the rest of the Cybermen and destroying it, himself and the other Cybermen. In the graveyard, Missy recites the coordinates of Gallifrey, claiming it has returned to its original location. Clara threatens to kill Missy with her own weapon; the Doctor takes it from her and prepares to do it himself to spare Clara. Seeing that she's finally brought the Doctor down to her level, Missy asks him to say something nice. With a sigh, the Doctor tells Missy that she's won. However, right before he can kill her, a blast from behind them hits her, seemingly disintegrating her. A Cyberman is behind them. It lowers its weapon and points toward another section of the graveyard; Clara sees Kate Stewart lying there, still alive, muttering about her father. The Doctor, now understanding, turns back to the Cyberman, who he realises is Brigadier Lethbridge-Stewart, and remarks, "The Earth's darkest hour, and mine. Where else would you be?" before saluting him — Kate had previously remarked that her father's greatest wish had been to receive a salute from the Doctor. The Cyberman Brigadier then flies up into the sky, with the Doctor whispering "Thank you" after him. Two weeks later, Clara awakes in the middle of the night to find a portal to the Nethersphere in her hallway. Danny speaks through it, saying that the Nethersphere is collapsing and that the bracelet only has enough power left for one one-way trip. Instead of coming through the portal himself, however, he sends through the young Afghan boy he killed, telling her to find his parents. Crying, Danny says he is sorry and the portal closes, leaving the boy in the hallway along with the broken bracelet. The Doctor meets Clara in a restaurant, the latter remarking that he is two weeks late (an apparent improvement compared to previous errors). He notes she is wearing the bracelet and assumes Danny has returned from the Nethersphere; she tries to tell him he hasn't, but he thinks she is trying to say that she can't travel in the TARDIS anymore. He says that it is fine, and that he has found Gallifrey exactly where Missy said it was, and that, "for once, she wasn't lying". In fact, it is revealed that the Doctor travelled to the coordinates Missy gave him and found nothing but empty space. Closing the TARDIS door, he entered a fit of rage and attacked the console before sinking to the floor and weeping for his lost home planet. At the end of the day, Missy has had the last laugh. However, the Doctor lies to Clara, telling her he found Gallifrey to make her believe that he will be fine without her. Hearing this, Clara changes her mind and goes along with the Doctor's belief that Danny has returned and that she too will be happy without the Doctor. Clara asks what he will do now; he says that Gallifrey can be a good place and that he will try to make it one. He says it's a long commute and Clara and Danny mightn't be able to make it. They leave with a hug. Clara asks why he doesn't like hugging and he responds, "Never trust a hug. It's just a way to hide your face." As they hug, their faces each reveal their sadness behind each other's back. As the Doctor enters his TARDIS, Clara tells him that he made her feel special when they travelled together and thanks him for it. He thanks her "for exactly the same" and dematerialises the TARDIS while Clara walks away. In a mid-credits scene, the Doctor is brooding alone in his TARDIS when he hears someone knocking at the door, telling him that "it can't end like this" and that neither Clara nor the Doctor is "okay". The voice turns out to be that of Santa Claus, who enters the TARDIS in a swirl of snowflakes and asks a boggling Doctor what he wants for Christmas. On a frosty night before Christmas, Clara Oswald awakens to the sound of an object crashing on her rooftop. Putting on her dressing gown, she leaves her room to investigate and discovers Santa Claus, his elves Ian and Wolf, reindeer and sleigh upon her roof, having crashed after an accident. Ian quickly informs Santa that they've been sighted. They weakly attempt to pass themselves off as ordinary people, but after Clara sees the reindeer flying loose in the sky, they reveal their true identities. One elf points out the beard Santa grew to hide his identity has been public for some time. Clara tries to deny his existence as a fairytale, having always believed her parents had given her presents instead of him, which the elves laugh at. Santa even lists items Clara wanted at Christmas. Santa questions if she still believes in fairy-tales, as the TARDIS materialises. The elves are surprised to have been upstaged. The Doctor emerges, and tells the stunned Clara to remain absolutely silent and go into the TARDIS right away. She obeys. The Doctor leans in close to Santa and states that he knows what is going on, and what is at stake. Santa questions if he truly does, and tells him that before the night is through, the Doctor will be glad for his help. The Doctor departs by wishing Santa a "Happy Easter", and tells him that no-one likes his tangerines. The elves laugh, having previously said the same thing to Santa, but weren't believed. Inside the TARDIS, Clara comments on how much she had missed it, as the Doctor takes off. He tells Clara that she should trust nothing and be critical towards everything, concluding that the most important question is if she truly believes in Santa Claus. She answers that right now, she does. At a base in the North Pole, a group of scientists are tracking Shona as she enters an infirmary. One of the scientists called Ashley tells Shona not to think about "them" and to concentrate on something else. She enters the infirmary, and begins dancing to Slade's "Merry Xmas Everybody" which appears to take her mind off the victims. She reaches the end of the infirmary, by which point the Doctor and Clara appear. As Clara wonders what's happened to the victims, they wake up and begin moving. Shona warns them not to think about what they can see, and the Doctor deduces that the creatures attached to the victim's faces are both deaf and blind, but they use telepathy to keep a constant image of themselves in someone's memory, allowing them to 'see'. In an attempt to save Clara, the Doctor insults Danny, succeeding in flooding her mind with emotion. As the victims close in, the scientists appear with guns ready to attack, and then several crab-like creatures appear from the ceiling and attack the group. They're then seemingly saved by Santa, who is able to send the victims back to bed. He then brings in a captured creature, which the Doctor recognises as a Kantrofarri or "dream crab". Santa's existence is questioned by everyone (especially Shona, whom he angers), but he encourages them to focus on the dream crabs as Earth may have just seen its last Christmas depending on how many are there. The Doctor encourages Ashely to deduce what they are and what they do; he then explains that they are dying and most likely asleep. He points to the TARDIS, explaining that reality and fantasy are difficult to tell apart because both are ridiculous. He and Clara then admit to each other that they lied - he about finding Gallifrey, she about Danny returning from the Nethersphere - so the other could move on with their lives to be happy. The Doctor asks Ashley to show him CCTV footage of the other crew members arriving on the base. The footage shows the four crew members discovering the creatures, buried in the snow. The footage then shows one of the creatures coming down from the ceiling, which sends the camera static. The Doctor explains that when a dream crab attacks someone, it places them into a telepathically induced dream state. Whilst the victim is "dreaming", the crab drills into the victim's head and eats away at their brain. And if you are thinking about a dream crab, one is most likely coming for you. Albert compares the creatures to facehuggers, confusing the Doctor; after Albert explains that he means the horror movie Alien , a miffed Doctor explains that it's really offensive and must be why real aliens keep invading Earth. Clara goes to check on the captured crab, only to find it missing from the container. It appears and begins to stalk her, at which point Clara tries to distract herself by first thinking of maths equations and then of Danny. This however doesn't work and the crab attacks her, putting her into a dream state. She awakens in her dream state, and is surprised to find herself at her house on Christmas day — with a very-much-alive Danny. The Doctor and the group arrive at Clara's side, where the Doctor tries to work out a way to remove the crab without killing Clara. Ashley states the only way to remove the crab would be to kill Clara. He refuses to do so, and instead allows himself to become attacked, so he can join Clara in her dream. The Doctor meets with the dream Danny, who greets him in military fashion to annoy him just like the real one would. Clara knows it's not real, but wanted to spend more time with Danny; however, in a few minutes the dream crab will have burrowed too deep into her head to be removed. The dream Danny explains that while he did die, it was to save Clara; the rest of the world got lucky. He encourages Clara to move on, but to mourn him for five minutes a day. The Doctor and Clara awaken, causing the crabs to fall off and disintegrate; "Carnivore's hazard; food has teeth, too." Despite waking up, Clara complains of a pain on the right side of her head. Shona compares it to the "ice cream pain" and confirms she has the same pain. The Doctor then works out that they are in fact still in a dream, having been attacked when they arrived. With some help from Santa — who is revealed to be a manifestation of everyone's brains telling them something is wrong — the group are able to wake up. They escape the infirmary, barely evading the victims. The Doctor bids farewell to the group as Clara goes after him; the Doctor explains that unless the group is stupid enough to let the dream crabs out, they should be fine. He also explains he can't keep constant watch, stating that there are other dangerous things on the planet. Clara notes they both saw Santa on her rooftop, meaning they're still dreaming. They return to the base where the Doctor questions the scientists on why they only have four base manuals for a crew of eight people. They then come to the realisation that the victims are really themselves, or rather dream constructs of what's coming to kill them. The victims awaken and transport themselves through the CCTV, killing Albert in the process. The group travel outside and try to work out a way to escape, of which the Doctor suggests using the TARDIS to escape. Clara notes it isn't the real TARDIS, and as they head towards the TARDIS, dream constructs of themselves appear. The Doctor tells everybody to use their imagination to get themselves home, and so they all dream of Santa, who appears in his sleigh and rescues the group. Having been rescued by Santa, the memories of the group's real lives start coming back to them, meaning that they're waking up in the real world. Shona suggests that they exchange phone numbers so they can meet up once they awaken, but the Doctor states that it's unlikely that they're remember anything that's happened in the dream. One by one, everyone except Clara awakens, who wants to stay in the dream world forever. The Doctor travels to Clara's house and is successful in removing the crab from her face with his sonic screwdriver, but finds 62 years have passed for her since they said goodbye in the coffee shop after Danny's death; this places Clara at age 89. In Clara's living room, the Doctor brings in Christmas hats, believing that anything seems funny if the hats are worn. They discuss her life since they last met. She travelled, but never married despite numerous admirers. They pull a cracker together, with the Doctor helping the elderly Clara do so. He apologises for not returning for her sooner, wishing that he had. From the doorway, Santa again appears and asks if he really does wish for that. They are surprised this is yet another crab-induced dream. Santa whispers "Wakey-wakey!!" The Doctor awakens for real this time and he travels to Clara's house, removing the crab from her face again to reveal that she is still young; humorously, the Doctor can't tell whether Clara is young or not. Realising what could have been, the Doctor invites Clara to resume her travels in the TARDIS with him. She happily agrees and he whisks her away, still in her nightie. As they dematerialise, a tangerine sits on the window sill and there is a faint hint of sleigh bells. On a misty battlefield, soldiers flee a bombing run. When the dust settles, one of the soldiers notices a small figure running in the mist. The soldier's companion warns him they need to leave, because clam drones are going to pass through the area to pick off those whom the bombing run missed. The soldier says he thinks he saw a child and will catch up; he runs off and discovers a boy, whom he tells to stop. The boy, dressed in the same uniform as the soldier, turns fearfully as he is asked if he is lost. The boy nods and the earth below him rumbles; something appears to be tunnelling underneath it. The soldier warns the boy to be still and quiet, and takes out a scanner. The soldier and the boy are standing on a Handmine field; they will be safe as long as they remain still and quiet. At the Maldovarium, Colony Sarff, an envoy of Davros, is searching for the Doctor. He demands that the patrons tell him his location. He is met with silence. Later, in the Shadow Proclamation, the Shadow Architect refuses to tell Sarff where the Doctor is, insisting that she has no idea. Later still on Karn, Ohila warns Sarff of the dangers hunting the Doctor can bring. Colony Sarff tells Ohila that Davros is dying, but is still anticipating his final meeting with the Doctor. They then leave, giving Ohila a message for the Doctor, unaware that the Time Lord is hiding from behind the rocks. On present day Earth, Clara is teaching in Coal Hill School. She looks out the window, noticing something amiss; using a marker, she draws a circle around a plane in the sky, realising that it's frozen in the air. After assigning her class to use their mobiles to search about any information, Clara is told by another teacher about a call for her. Knowing it's UNIT, Clara leaves for the Tower of London. She attempts to contact the Doctor, but receives no answer. At UNIT HQ, Kate Stewart is tracking the frozen planes. Clara deduces the planes aren't being weaponized because an invasion involves stealth, not spectacle. At that moment, the Doctor channel is opened, and lyrics appear on the screen, with one repeating word — Missy. Missy appears on-screen, explaining that the frozen planes were just a way to get their attention. She proposes a meeting with UNIT. At 16:00, Clara and Missy meet in a cafe, where Missy demonstrates her ability to freeze the planes with a simple Time Lord trick. She also notes that Clara must have tried contacting the Doctor by now; Missy explains that she can't find him either. Clara dismisses it, stating it happens sometimes. Missy then reveals that it's worse than she thinks, showing Clara the Doctor's confession dial — containing the Doctor's last will and testament. She explains that a confession dial is given to a dying Time Lord's closest friend on their final day. Clara attempts to touch the dial, but is zapped by it; Missy explains that it was given to her, not Clara. This confuses Clara, as Missy tries killing him; she retorts they both trying killing each other - "it's basically our texting." Missy explains their friendship is more complex than Clara can comprehend. Wondering if Missy has turned over a new leaf, Clara is answered by the mad Time Lady vaporising members of UNIT. Threatening to have the snipers kill her, Clara demands Missy show she cares about the Doctor. Missy releases the planes from the time stop, revealing nothing else could have been done with them; they were just stuck in time. Missy explains the Doctor is facing his final day, and therefore has come to Earth; however, when and where is unknown. Clara asks Missy how a Time Lord would spend his final day, and Missy says that it is supposed to be in meditation. Knowing the Doctor is showboat, Clara tells Kate to track mentions of the Doctor not involving an alien disturbance, and they discover his location: Essex, the Middle Ages. Using a vortex manipulator, Missy and Clara vanish into the past. Clara and Missy arrive in a castle, where Missy explains that the vortex manipulator she put on Clara is slaved to her own; where Missy goes, so does Clara. Wondering how they will find the Doctor, Clara is told to look for anything that stands out. At that moment, they hear an electric guitar playing; the Doctor arrives in a stadium, playing guitar on a tank. His opponent, Bors is annoyed; the Doctor laughs that he wanted an "ax fight". The Doctor begins making bad jokes, to which Clara notes is not like him; Missy retorts "you really are new, aren't you." To Clara's surprise, the Doctor looks right at them and starts playing Pretty Woman to clue them in; Clara heads down, wondering how the Doctor picked her out of the crowd. The Doctor says he always sees her, and hugs her; Clara notes this isn't like him. The Doctor states he spent the past days wearing items his last lives did,. stating all of him is welcome to his party. Missy arrives next, wondering what he's up to. The Doctor gets the crowd to boo at her. However, Bors is next heard choking; the Doctor checks his neck, finding a snake, which he tosses off Bors. The crowd flees. as Sarff arrives, revealing his composition: a colony of snakes, bound together to form a humanoid. They demand the Doctor come with them to speak with Davros. The Doctor, recalling an action about which he feels great shame, agrees to go with Sarff. Missy and Clara demand to be taken as well; after voting, Sarff agrees to take them, binding the hands of all three with snakes. The Doctor, Clara and Missy are teleported to Sarff's shuttle. In their absence, Bors — revealed to have been converted into a Dalek puppet by Sarff — procures the TARDIS and informs Dalek High Command. Travelling to Davros' location — apparently a space hospital - the Doctor tells Clara who Davros is — the creator of the Daleks; a child of war who sealed his species inside tanks to preserve them. In the hospital, the Doctor goes with Sarff to see Davros, leaving Clara with Missy. As he leaves, he mentions the gravity. Both the Doctor and Missy have noticed that the gravity is natural. The hospital cannot be a space station. Missy daringly opens the air lock. The Doctor meets with Davros, and they talk of how their conflicts have been fuelled by a single disagreement — was Davros right to create the Daleks, or was his lack of compassion wrong? Davros plays several recordings of the Doctor's various speeches to him about morality. He ends on the Doctor's reasoning against destroying the Daleks: it would not be right to kill a child who would cause nothing but evil once grown, given he is still innocent; recalling, in a cruel twist of fate, the Doctor seeing Davros as a child. The Doctor tells him that his point has been made. Clara and Missy walk out, apparently into outer space. However, they are breathing, and apparently walking on solid ground. Missy realises that, once within the planets atmosphere, one begins to synchronise with it. The illusion vanishes, showing a city in the middle of a wasteland; Missy reacts with horror and disbelief, while Clara is left confused. At the same time, the Doctor is shown the truth by Davros; they are on Skaro, the Daleks' home world. Sighted by a Dalek, Clara and Missy are taken to see the Supreme Dalek, who has a large weapon aimed at the TARDIS. Missy attempts to reason with the Daleks - if they don't destroy the TARDIS, she can help them fly it, allowing them to conquer the universe. However, the Supreme Dalek demands Missy's total exterminated, and she vanishes in the blast. The Doctor pleads with Davros to not let Clara come to harm — but Davros tells him that he does not control the Daleks. Davros observes the Daleks' choice to wait for Clara to run. As she runs, they exterminate her, causing her to vanish. The Supreme Dalek then orders the TARDIS to be destroyed and it is seemingly vaporised by the weapon aimed at it. Davros reasons with the Doctor that this happened because the Doctor showed him compassion as a child, despite knowing his destiny — allowing Davros to create the Daleks, who have now killed his friends. The child Davros, still pleading with the Doctor not to leave, hears the TARDIS rematerialise behind him, and disbelievingly asks him how he has moved. The Doctor explains he's come from the future, and that he has to save his friend in the only way he can. Brandishing a severed Dalek gunstick, the Doctor glares towards the child, shouting "Exterminate!" On the outskirts of the Dalek City, Clara awakens to find herself suspended upside down in the air by rope and Missy sharpening a stick nearby. Missy tells her they'll probably have to hunt for food, hence the stick, Clara asks if that's the case, why is she tied up; Missy retorts with a mischievous wink "in case there's nothing to hunt". Clara is left confused as she's sure the Daleks killed them. Deciding it will help them pass the time, Missy begins revealing how she managed to save the both of them from being killed by the Daleks. Missy thinks about to how the Doctor once faced 40 invisible Android Assassins without a TARDIS or companion, just his sonic screwdriver and a teleport device - "in short, the Doctor happy." As she can't remember which Doctor had this adventure (as they're all the same person to her), she decides to put the Twelfth Doctor in it. At the moment that the androids fired on him, the Doctor used siphoned energy from the blasts to power the teleporter and escape. Clara is left impressed with the trick; the androids think the Doctor's dead and he escapes. However, Missy then points out this is the Doctor they're talking about; he's not that lucky. The Doctor fell into a nest of vampire monkeys soon after "but that's another story!" Clara immediately realises that Missy copied what the Doctor did back when she attacked with the Cyber-converted deceased; Missy used the energy from the Brigadier's attack to teleport away. To save them from being being exterminated, Missy repeated the process; since their manipulators were linked, it was an easy task. However, it would seem that the Daleks have a bit more energy in their blasts than Cybermen, as doing this has fried their manipulators to useless wrist accessories. Without them or a TARDIS, they are left stranded on Skaro. Missy frees Clara from her restraint (albeit painfully for Clara) and both stare at the city; Missy states that standing between them and the Doctor is everything that the greatest empire in the universe can throw at them, but they have a pointy stick. She asks Clara where they start; Clara tells Missy it starts by believing that they can win. Laughing, Missy agrees to go along with her idea, but starts she was feeling a bit hungry. They walk off, with Clara asking if she can have a stick; Missy tells her to make her own. Meanwhile, the Doctor searches the infirmary and finds a gunstick, grabs it and threatens Davros, aiming directly behind his head. Davros tells him it's ancient and inoperable; the Doctor quickly repairs the device, proving Davros wrong. The Doctor tells Davros to "get out"; Davros explains that he cannot leave. Increasingly angry, the Doctor yells for him to get out again. The Daleks see Davros' signal leaving the infirmary; he calls for the Daleks to aid him. The Supreme Dalek orders that assistance be given, telling Davros to go back. However, Davros tells all Daleks to find the escaping Doctor. The Supreme Dalek orders the Doctor's capture, as Davros' signal arrives right outside of the command centre. Told to admit their creator, the Daleks beginning opening the door, which shows Davros' chair. A Dalek checks the infirmary, finding Davros on the ground, yelling for Sarff. Sarff slithers in to aid his master. Threatening the Supreme Dalek with a gunstick, he asks if any Dalek is brave enough to admit Clara is dead; if she's not, she's to be brought to him. Davros appears on the monitor, telling the Doctor that it's good to see him learn; that this desire for conquest is an improvement in his character. The Doctor taunts Davros, asking how he is, as he's not getting his chair back as it's taken. Davros smirks, saying that the chair is indeed taken by someone else; just not the Doctor. At that moment snakes emerge from the chair, causing the Doctor to lose grip on the gunstick; Colony Sarff has left agents wherever Davros needs them. The snakes wrap completely around the Doctor, causing him to pass out from a lack of oxygen. Meanwhile, Missy and Clara are standing in another area on the outskirts of the City. After having heard the Doctor's call for Clara, they enter a Dalek sewers. In an attempt to find out how deep it is, Missy pushes Clara down into it, and the landing knocks her unconscious. Clara reawakens to find Missy standing in front of her, then grabs her stick and threatens her. However, Missy reclaims her stick and enters the main sewer area, explaining that all the "nasty stuff" they see on the walls are old decaying and angry Daleks that have been left to rot and liquefy. Missy soon cuffs Clara to a security camera, which spots her and sends a Dalek to collect her. As a Dalek approaches, Missy attacks it, using her brooch to poke holes in the casing, allowing the old Daleks to enter it and kill the new Dalek as revenge. Back in the infirmary, the Doctor awakens to find Davros back in his chair. Davros tells him to be grateful and should feel privileged as this item was not easy to procure: the only other chair on Skaro. The Doctor quickly picks himself up, but Davros advises him not to try leaving again as the room has been sealed shut. Unbeknownst to the Doctor, Colony Sarff is hidden amongst the tubes of Davros' life-support. Examining the life-support system, the Doctor is able to deduce its function. Davros is "vampiring" off the Daleks; so long as the Daleks' hearts beat, so does Davros'. The Daleks allow this because of the one flaw Davros couldn't get rid of in them: respect for the one who gave them life. Davros shows the Doctor that Colony Sarff confiscated the confession dial and sunglasses; the Doctor quickly takes his sunglasses, saying they are one of the few things that matter to him. Davros points out the Doctor still plays the part of the fool, which the Doctor says should still make Davros nervous. Davros asks why the Doctor came; the Doctor explains that he came because a sick man asked him to. Wondering what the Doctor has confessed, Davros asks to be gifted with such knowledge before he dies; the Doctor points out Davros keeps claiming to dying soon, but never ends up doing so. "Give it some welly' the Doctor retorts. Davros wonders why the Doctor left Gallifrey, to which they argue; the Doctor was bored there, but is homesick. The Doctor then wonders how Skaro came back, which Davros explains was due to the Daleks wanting a homeland; the Doctor points out that was actually Davros' longing for Skaro, which is in the Daleks' DNA. Amused, Davros points out that while his home and children are alive, the Time lords and Gallifrey were forever lost in the Time War. However, the Doctor explains that he saved Gallifrey, and it's safe from the both of them, somewhere out there. Surprised, Davros asks if it's true; once it's confirmed, Davros congratulates the Doctor. Confused, the Doctor asks why. Davros tells him that a man should have a people, a species, an allegiance; . Darvos notes that he failed to save the Kaleds. He tells the Doctor, if he has truly redeemed the Time Lords from the fire, he should hold onto them. Even if it means taking the darkest path through the harshest hell, the Doctor must ensure the Time Lords live. Davros asks to see the Doctor's face. The Doctor tells him he's seen it enough; however, Davros says he wishes to see it with his own eyes, shutting off the implant in his forehead and opening his true eyes. Showing genuine fragility, Davros asks the Doctor a tough question: was he a good man, was he right to create the Daleks? The Doctor realizes Davros is indeed dying, telling him he did doubt it. Davros tells him they have confirmed only one thing; the Doctor is not a very good doctor. Both genuinely laugh at the Doctor's failure to see this. In the sewer, Missy pulls the now-dead Dalek mutant out of its casing; she has Clara sit in the armour and sticks the telepathic circuits into her temples before sealing her inside; nano-tech heals the wounds. Clara learns whatever she says is spoken by the shell, something she finds weird; however, her own voice can't be heard outside of the shell. Amusing herself, Missy has Clara attempt saying her name, but gets "I am a Dalek" instead; she then has Clara try "you are different from me" and "I love you", but they come out as "exterminate". She then has Clara say "exterminate", causing the shell to spin and fire rapidly; Missy laughs as Clara regains control. Missy explains that unlike the Cybermen, who cut out their emotions, the Daleks harness it to fire their weapons, and reload by saying "exterminate." Now understanding how the Dalek shell works, Clara heads back into the hospital with Missy. They are confronted by a Dalek, which questions Clara as to why an intruder in the city hasn't been exterminated yet. As Clara isn't able to think of a good excuse, Missy takes control of the situation, explaining that she's a Time Lady, and thus a prisoner of value; she tells the Dalek to inform the Supreme Dalek had better be informed that "the bitch is back". Back in the infirmary, the Doctor connects Davros' chair to the life support system, and maxing out the life it can give the ancient scientist. Davros wonders why the Doctor is helping him, to which he hears the Doctor is doing something for the little boy he abandoned. Reflecting on the past, Davros says he wishes he and the Doctor had been on the same side; smiling, the Doctor tells Davros they're on the same side now. Davros says all he wants is to see one last sunrise, but cannot open his eyes now. As the sun looms on the horizon, the Doctor asks Davros "not to tell anyone that I did this" as his hand starts to glow with regenerative energy. Commenting that what he's about to do will "probably cost me an arm or a leg somewhere down the line", or just result in him being smaller in one of his future incarnations, the Doctor approaches Davros' life support as Davros chuckles softly behind him. Grabbing one of the tubes with his glowing hand, the Doctor prepares to donate a tiny bit of regenerative energy to revive Davros long enough to see the sunrise. However, the moment he touches the life-support, Sarff binds him to the cables, and the machinery begins to drain more energy from the Doctor, transmitting it to the Daleks, renewing them. Davros laughs, commenting that regenerative energy is "The ancient magic of the Time Lords", and remarking that he thought he would have to vivisect the Doctor to take it from him. He gloats the Doctor's compassion drove him to open his veins willingly, allowing all Daleks to "Drink the blood of Gallifrey." In the Daleks' command room, Missy walks up to the Supreme Dalek, calling it her "special favourite" and not to tell anyone. The Supreme Dalek declares her to be an enemy of the Daleks, but Missy pokes fun of its logic; the Daleks considered anyone who isn't one of them to be an enemy, so that was an easy guess. Missy offers to reveal where Clara Oswald is, to which the Daleks chant for her to reveal her information; Missy refuses, dancing to their chanting. Suddenly, all the Daleks freeze, with their casings seeming to shut down. Missy wonders if this was because she was boring them. Missy reacts with horror as the regenerative energy stolen from the Doctor begins leaking from their casings. Telling Clara that she needs to find the Doctor, Missy runs off to find Davros' room. In the infirmary, Davros asks if the Doctor's true reason for leaving Gallifrey was because of a prophecy concerning the creation of a Dalek/Time Lord hybrid that he may now be the catalyst for. Before Davros can pursue this line of inquiry any further Missy breaks in and zaps Colony Sarff with a gunstick, killing it. The Doctor is freed, though it is unclear if any of his remaining regenerations were consumed by Davros' attempt to harness his energy. Seeing Missy is alive, the Doctor knows it mean Clara is. Insulted, Missy tells him she's fine too. Elsewhere, the Daleks reactivate, gloating that they have been renewed, and begin chanting praise for Davros' experiment succeeding. Davros gloats the Daleks have gained new strength, and that his own life has been prolonged; however, the Doctor pays no mind to him, reclaiming his confession dial as he counts down from three. Missy recognises the Doctor's face, wondering what her friend has done this time. At "one", the city begins shaking; Davros wonders what's happening. The Doctor has two words for him "Moron" and "Sewers". Missy begins laughing. The Doctor has used Davros' own plan against him; the regenerative energy Davros used to renew the Daleks was also distributed through the sewers beneath the city, and the decaying Daleks within have awoken "very cross" and started attacking the city. The Doctor sets off to find Clara, and Missy follows after informing Davros that it was a pleasure to finally meet him; she reaches to shake his hand. Instead, Missy pokes his eye implant, and runs off after the Doctor, laughing. In the hall, Clara finds them, but cannot tell the Doctor that she's inside the Dalek shell, due to it not speaking what she wants. Missy lies, saying that Clara was killed by the Dalek casing in front of them, trying to goad the Doctor into using a gunstick to kill it; the Daleks are going to die anyway, so what's one Dalek dying to the Doctor? All Clara's attempts to tell the Doctor her identity come out "I am a Dalek" and "I am your enemy"; Missy says that "the Dalek" appears to be insanely gloating. Seeing the gunstick not firing, the Doctor asks the Dalek why it hasn't killed him. Begging the Doctor not to kill her, Clara causes the casing to say "I show mercy"; the Doctor lowers the gun and tells her to open the casing just by thinking the word. The casing opens to reveal Clara, who was crying from fear. The Doctor glares at Missy for trying to trick him into killing Clara and tells her to run. Missy explains this is a metaphor as to why she gave Clara to the Doctor - to see the friend inside the enemy and vice versa. Reminding Missy to run after she concludes that "Everyone's a bit of both; everyone's a hybrid.", the Doctor is told that it was always him who ran; the Doctor begins helping Clara out. Continuing to run through the collapsing building, Missy is caught by the Daleks, but tells them that she has an idea. After freeing Clara of the Dalek casing, they head back to where the TARDIS was destroyed. The Supreme Dalek demands to know what's happening, to which the Doctor says "your sewers are revolting." The Doctor then reveals that the HADS broke apart the TARDIS to save it; all it will take to repair is using the sonic. Clara is surprised to hear this, noting she hasn't seen his screwdriver. The Doctor tells Clara he's over screwdrivers, putting on his new wearable technology, the sonic sunglasses. Activating them, the Doctor taunts the Daleks as he and Clare are sealed inside of the rebuilt TARDIS to flee The TARDIS has materialised on a nearby hillside outside the Dalek city and the Doctor and Clara are standing watching the city as it suffers damage. The Doctor wonders why the Dalek shell was able to say "mercy". He then realises what he must do. He returns to young Davros, shooting the Handmines with a Dalek gun, telling him it doesn't matter what side anyone's on so long as there's mercy. He then begins guiding Davros back home. In an underwater mining facility based in Scotland, 2119 designated The Drum, the captain, Moran, is recording a log in his journal. Moran states that the team has discovered a small craft located on the bank, and, as they are unable to analyse it from within the base, they have brought it inside, where he and the crew will investigate. A crew member named Lunn interprets the sign language of another crew member, Cass, saying that the reason for its sudden appearance is due to underwater movement and shifts on the floor of the lake. Another crew member named Pritchard recommends they discuss ownership the spaceship, prompting Moran to tell everybody to stop calling it a spaceship, as they don't know what it is. The crew enter, and Moran notices something inside the craft, asking Lunn to hand him a torch. Lunn does so, but glimpses a ghostly figure reflected in the glass. He reluctantly hands Moran the torch. Moran investigates four strange markings on the wall, whilst Lunn asks Cass why he shouldn't go inside. Whilst they bicker, Pritchard cries out as he glimpses the ghost, accidentally starting the engines. Moran pushes Cass out of the way of the boosters' range, but is struck by the blast, forcing the crew to retreat, leaving him behind. O'Donnell, another crew member, bangs on the sealed door, demanding they go back for Moran, but is told it is impossible by the rest of the crew. She yells at Pritchard for messing with the controls, but is interrupted as Cass screams. She turns, startled to see a ghostly Moran, with gaping back holes for eyes hovering in front of her. The same figure, named Albar Prentis appears, and the pair reach out to the crew. 3 days later, the facility is a wreck, being seemingly empty. The TARDIS appears, with Clara, and the Doctor stepping out, with him realizing that they are in the 22nd century. Going to the mess hall, they see that it has evidence of a fight with a knife stuck in a wall. The Doctor realizes that that took place very recently. In a corridor, they see the figures who simply examine them and leave. In the hangar the Doctor and Clara find the spaceship and see the markings, which the TARDIS is unable to translate. The ghosts pick up axes and harpoons and attack them. They flee but the ghost follow them, albeit having to leave their weapons behind. The TARDIS flies through space. The Doctor addresses the audience directly, telling a story about a time traveller who has many misadventures through his travels. At one point, he decided what was the point of time travel unless you get to meet your heroes. And so, the time traveller decides to meet his favourite musician, Ludwig van Beethoven. However, once he arrives in 18th century Germany, there is no sign of the composer whatsoever; not even the Beethoven family has any idea who Ludwig is. Beethoven literally does not exist. The Doctor stops his story briefly, grabbing a bust of Beethoven and explains that this never really happened; he's met Beethoven, who was very intense and loved arm-wrestling. He is just using the composer as an example of the Bootstrap Paradox, telling the audience to "Google it" if they want to know the specifics. Resuming his story, the Doctor explains the time traveller panics at the idea of a world without Beethoven's music. The traveller remembers he brought sheet music for Beethoven to autograph. As a result, he copies out all the music and gets them published, effectively "becoming" Beethoven. And history continues on with barely a feather ruffled. Grabbing his electric guitar, the Doctor turns on the amp attached to it. Tuning it, the Doctor asks, how did the music first originate? "Who really composed Beethoven's Fifth?" and plays the opening bars on his electric guitar. In 1980, the TARDIS materialises. The Doctor and O'Donnell exit the TARDIS, noting that Bennett is still throwing up. When the Doctor notes that it usually happens, O'Donnell points out it's unlikely his companions ever did that on their first trips. He notes that she knows a lot about him; O'Donnell explains that she used to be in army intelligence until she hung a coworker out a window for angering her. Bennett joins them, thinking his lunch made him ill. The Doctor explains that they've arrived at the same location, only before the flood, on the day that the spaceship landed. They find the spaceship near by, with a body bag in it; the strange writing is also not present. They are soon greeted by a very much alive Albar Prentis. The Doctor notes that he meet a Tivolian before, and is not a fan of the species. Prentis laughs, noting that his species have a tendency to annoy. They ask about the body in the ship, to which Prentis explains is the body of the Fisher King, who ruled Tivoli for a decade before the Arcateenians liberated them. However, the upset Tivolians ended up annoying them so much, that the benevolent species ended up enslaving them next. Bennett flatly states "My first alien, and he's an idiot"; he thinks Tivolians are morons for favouring enslavement. Prentis continues his explanation; in accordance to Arcateenian law, the body of the Fisher King is to be buried at a "savage, barren outpost." The Doctor explains that it's the Earth, not the site that is considered such. Back in the future at the underwater base, Clara, Cass and Lunn see the Doctor's ghost is not hostile, just standing in place and muttering. Cass sees that the Doctor is utter something different from the other Ghosts; "Moran, Prichard, Prentis, O'Donnell,, Clara, Bennett, Doctor, Cass." It's a list of who dies in the order in which they are killed. When the Doctor contacts Clara and is informed about his ghost, he is badly shaken by this certain knowledge of his future. Clara forcefully encourages him to try to change events, but the Doctor argues that he cannot and ultimately accepts the eventuality that he must die to keep events in motion. He tries to get information from his ghost, but instead it unlocks the Faraday cage, releasing the other ghosts. The Doctor instructs them to go into the cage for their own protection, but to leave the phone outside so he can contact them in case the situation with the Ghosts changes. They comply, managing to evade the Ghosts. Hearing the stomping, mechanical footsteps of the Fisher King pass by, O'Donnell breathes a sigh of relief. However, she is soon surprised to find out that the Fisher King tricked her; she screams in horror as the monster shoots her. The Doctor and Bennett rush to find O'Donnell dying, and the Fisher King nowhere to be seen. As O'Donnell dies, Bennett realises the meaning of the list Since Clara will be next, the Doctor tells Bennett that he is attempting to save Clara, not himself. He tries to return to the future to achieve this, but the TARDIS won't let him leave - the Doctor is locked in his timestream - and instead goes half an hour back in time. They find Prentis alive, and the Doctor stops Bennett from trying to prevent his and O'Donnell's deaths; "If you save them, then somebody that was supposed to be dead is alive. Then you really ARE seeing ghosts." It's obvious as Bennett looks at O'Donnell that he loved her, leaving him saddened. Back in the future, O'Donnell's ghost appears in the future and steals Clara's phone, her only means of contacting the Doctor; she had the knowledge of this before dying, therefore allowing her an advantage that the other Ghosts did not. Clara realises that, as Cass refused to allow Lunn into the ship, he never saw the writing on the wall. Therefore, the message is not encoded in his brain, and the ghosts won't attack him. As soon as Lunn leaves, Cass signs something offensive to Clara to voice her anger. Meanwhile, Lunn finds the phone inside the canteen; however, this was a trap by the Ghosts to use him as bait to lure in the last two potential victims. When Lunn fails to return, Clara agrees to accompany Cass to search for him. However, they get separated; Clara wastes a few moments calling for Cass before remembering that Cass is deaf and cannot hear her. The Doctor notes that could work, if only he hadn't erased the words on the ship. The Fisher King thinks he's bluffing; however, the Doctor points out that any change to the future by preventing the Fisher King from conquer the Earth is better. The Fisher King races back to the ship only to discover the writing still there. He realises the Doctor tricked him and has used one of the power cells to destroy the dam wall, flooding the town and killing the Fisher King. TARDIS Security Protocol 712 activates with Bennett still inside, but the Doctor's whereabouts remain unknown as the town floods. After narrowly avoiding being killed by Moran's ghost, Clara and Cass regroup with Lunn in the hangar. The Ghosts converge in the room, but suddenly the chamber opes and the Doctor springs out. "Don't kiss me; morning breath." The Doctor turns on his sonic sunglasses, causing the Fisher King's roar to come over the speakers. Clara asks what's happening, to which the Doctor explains it's the call of the Ghosts master, which is calling them to the source. It turns out to be coming from the Doctor's ghost, which vanishes once the Ghosts are all lured into the Faraday Cage. Later, the Doctor has put the sonic sunglasses on Clara to erase the coordinates from her memory. He then does the same for Cass. The Doctor then mentions that the erase might have affected some of her other memories; he then wonders where Bennett got to as he needs a memory wipe as well. It turns out Bennett is staring at O'Donnell's ghost in the Faraday cage; he wonders what will happen to them. The Doctor informs Bennett that UNIT will cut the cage out and toss into space, where the lack of a magnetic field will cause the ghosts to die. Bennett asks Lunn to translate that both Cass and Lunn should admit their love to each other. Lunn complies, surprising Cass, who kisses him full on the lips with passion. The Doctor and Clara leave in the TARDIS. The Doctor tells Clara that the order the people would die in was entirely fictional, but he placed Clara's name second to motivate himself to action. Clara asks the Doctor how he knew what to make his ghost's hologram say. He informs her that he only knew what he had to do because he found out through future knowledge of what had been done. He begins to explain to her the idea of the bootstrap paradox. Clara is floating in space, desperately calling the TARDIS for a pickup. The Twelfth Doctor answers, but says he's too busy at the moment to help as the TARDIS is under attack by the hostile aliens attacking the Velosians. Clara then notices that something is in her spacesuit; the Doctor suggests it's a Love Sprite, a parasite that eats brains from out of the mouth, hence the name. The Doctor points out it's because she spent too long in the spider mines. He then asks her to list the four most interesting stars she can see: two whisky-coloured stars below a blue one and a green wing-shaped nebula. Within moments of the Love Sprite getting too close to Clara's head, the Doctor materialises the TARDIS around her and takes off her helmet. Clara breathes heavily in relief. The Doctor chases the creature, squashing it under-foot. Clara wonders how things worked out on his end. The Doctor retorts he just saved an entire planet by transporting their attackers half-way across the galaxy and draining their weapons systems; not to mention saving a school teacher from suffocating/having her brain eaten. The Doctor decides to land the TARDIS to clean his boot in the grass; he steps outside into a forest, bracing himself against a tree as he wipes the Love Sprite off his boot. Clara wonders what's to stop the aliens from attacking again, to which the Doctor says "nothing. At least this time, they'll be ready for them. I'm not actually the police, Clara; that's just what it says on the box." He explains that as time travellers, it's okay to make ripples, not tidal waves; Clara laughs, calling him a tidal wave. Realising that was a jinx, he retorts not to say that. At that moment, they find themselves held at sword-point. The Doctor moans about not being in the mood for vikings, who surround them. The leader tells the Doctor that he and Clara are coming with them. Filled with his usual confidence/arrogance, the Doctor puts on his sonic sunglasses, gloating that what he wears on his face is technology more advanced than anything the human race will manage in the next nine million years. Unimpressed, the leader simply takes the sonic and breaks them in half. Seeing that he should have had a backup plan, the Doctor flatly tells Clara that they're going with the vikings. Two days later, the Doctor and Clara are dragged by the vikings back to their village, enchained. For the last two days, which was spent on a rowboat, the Doctor has been lying to Clara about having a plan, to keep her calm. However, Clara has travelled with him long enough to know when he's lying. The leader gifts a girl named Ashildr with the right half of the Doctor's sonic sunglasses; she seems to think it's a weird eye patch. Clara wonders if the Doctor has a plan now, to which he says is the usual - "find the boss man, replace him"; he recites Clarke's Law to Clara, who wonders "is it going to be the yo-yo again?" To her surprise, she finds the Doctor has already freed himself of his cuffs using what he calls "magic". The lead viking addresses his father, whom the Doctor takes to be the village leader. Tossing his yo-yo at the viking, the Doctor is met with blades pointed at him. The Doctor loudly declares that he's cross with the vikings and that he's very, very disappointed in them; he tells them that he's taken human form to walk among them. When a villager asks for his identity, the Doctor tosses his yo-yo upwards, yelling "Surely, you would recognise the sign of Odin." The vikings declare that the Doctor is not Odin and the yo-yo is not Odin's sign, to which he asks if they have actually met Odin and know what he looks like. As if responding to the Doctor's words, what seems to be Odin's face appears in the sky. Odin declares that the day of reward has come for the villagers; the Doctor yells "Do not believe this impostor" as he fails at a yo-yo trick, embarrassing himself. Odin declares the best warriors will dine with him in Valhalla. Clara wonders if its really Odin, to which the Doctor says "he doesn't even have a yo-yo" - no, it's not Odin, just a better fake. Armoured aliens teleport down, and begin scanning the villagers. They teleport away the strongest warriors. The Doctor explains they're not invading, but harvesting; children and the weak will be ignored. Outraged, Clara wants to stop them, but the Doctor tells her they need to avoid being chosen (as this will let them escape). Ignoring him, Clara rushes over to Ashildr, whom she instructs on how to use the sonic sunglasses to unlock her cuffs. Unfortunately, the advanced tech is noticed, they are both teleported to a ship hidden behind Odin's projection. On board the ship, Clara notices that her cuffs are gone and that the warriors are impatient to meet Odin. The leader tries opening a door in front of them, succeeding only to be zapped into dust in the next room. A wall begins pushing everyone into the chamber, despite their best efforts to jam it with their blades. Clara and Ashildr manage to open the door on the other end of the chamber, barely escaping the next zap that reduces the other warriors to dust as well. On Earth, Ashildr's father, Einarr, notices that all the chosen went willingly to Valhalla, while another says he wouldn't due to fearing heights. Annoyed at their stupidity and superstitions, the Doctor tells them that homo sapiens are an intelligent species, so they should stop lying to themselves; they just got raided. Einarr tells the "false Odin" to choose his words carefully, to which the Doctor admits that he lied, but "the big fella in the sky" lied too "because what's the one thing Gods never do? Gods never actually show up!" When the Doctor says he lost someone important, Einarr retorts that he did as well. Back on the ship, Clara and Ashildr wake to find themselves in what appears to be a factory. Ashildr wonders why they are still alive. "Odin" arrives with two aliens, saying it's because of the sonic sunglasses; he examines them in his hand. He asks Clara to explain. Taking the Doctor's role, Clara says she's sorry for scaring the aliens, to which "Odin" denies. Clara knows he's examined the sunglasses and determined that they have from a civilization far more advanced the village, not to mention she's wearing a spacesuit. An alien brings "Odin" a vial of green liquid, to which Clara quips "time for your medicine?" "Odin" calls it nectar, downing in a gulp; it was made from the warriors' adrenaline and testosterone; Clara is puzzled as to why aliens travelled to Earth to "mash up" some vikings for "warrior juice". She asks "Odin" why he played God to vikings, to which he says there's always some kind of "farmer" that "cattle" will respond to. Clara call "Odin' a thief caught in the act, asking him to seek warriors elsewhere for his sustenance as "the universe is full of testosterone; believe me, it's unbearable." She then asks "Odin" if he really wants to start a war, seeming to make him consider leaving peacefully. However, Ashildr butts in, declaring revenge. "Odin" laughs, saying he was almost fooled into leaving as "words are the tools of cowards." He tells them that ten of his warriors will attack tomorrow. Surprised "Odin" is being so idiotic, Clara asks for his reason. "Odin" says it's for "the joy of war"; his species live for the battle. He then removes his hologram face, to show his joy. Ashildr is left shocked that she has declared war on a monster. Back in the village, the Doctor reads his 2000 Year Diary, learning the aliens are the Mire, who leave others alone if they get what they want; they are one of the deadliest warrior races in the galaxy. Clara returns at that moment, explaining Ashildr's blunder. The Doctor tries explaining that the best option for the villagers is to run, since the Mire will give up on trying to kill them if they hide out for about a week. However, he fails due to their pride; upon hearing a baby's cries, which the Doctor can understand as words, he decides to stay and teach the villagers basic combat. He nicknames them as he hates to waste time learning names. Unfortunately, they are too blundering or questioning to be properly trained, resulting in accidents. Clara tells the Doctor to stop playing soldier and start looking for what he's missing - how he's going to win - because he always finds it at the last minute. The Doctor comes across Ashildr, who is fighting a puppet of Odin. Ashildr explains she makes puppets and comes up with stories whenever the raiding parties head out, believing the right story will ensure their safety. She further elaborates about never really fitting in with boys or girls, due to the girls all thinking she's a boy and the boys all thinking she's just a girl. Her father "Chuckles" consoles her, to which the Doctor allows them privacy. However, he then notices "Lofty" is stealing the baby. Ashildr explains it's Lofty's child; he takes her to the boathouse to see the fish when she won't settle; the Doctor immediately realises why, calling for Clara as he rushes to the boathouse. The Doctor examines the buckets as Clara enters; she wonders if he got his hand stuck in something again because he's yelling. The Doctor explains he's found what he's missing and that no-one told them they had "fire in the water" - electric eels; telling Chuckles to inform everyone that bedtime is cancelled, the Doctor goes on to announce "There's going to be a war tomorrow. This just in: we're going to win the Hell out of it!" They spend the entire night prepping for battle; the Doctor tells the group that they should look happier than their enemies as its assures winning and to always walk briskly as it makes them moving targets. Among the various items mentioned for the plan are anvils and the silver wiring from Clara's spacesuit. After the prep-work is done, the Doctor explains the plan - if they can get him a helmet from a Mire soldier, this entire thing is over; they can mop up the rest with Ashildr's monstrosity. The moment it's unveiled, Clara points out it's "rubbish", to which the Doctor smirks "I know". The next day "Odin" arrives with some of his men, they enter a barn, where the Doctor, Clara and the villagers are all dancing and having fun. When Odin points out that it's time to fight, the Doctor says they decided to have a party and there's not a single weapon in the barn. "Odin", desiring a fight, threatens to kill everyone as it wouldn't be the rest time the Mire caused a senseless slaughter of innocent and unarmed people. During this time, Lofty has been tossing rings on the Mire suits, failing at six; the Mire are briefly startled. On the Doctor's cue, Chuckles startles a bucket of eels; their electric charge is channelled into the barn by the wiring taken from Clara's spacesuit, rendering six of the Mire suits immobile. The villagers run out as the Doctor cues Chuckles to startle the next bucket, which turns an anvil hanging above the Mire into a magnet that takes their helmets and blasters. Yelling for the magnet to be turned off, the Doctor takes a helmet, while Clara takes a blaster to hold the Mire at bay. The Doctor quickly gives the helmet to Ashildr, who uses the visual link to trick them into thinking a puppet of a sea monster is a real one attacking them. All but "Odin" teleport back to the ship. Ending the ruse, the Doctor shows "Odin" the recording of this embarrassment on Clara's phone, which has been made funnier by adding "The Benny Hill Theme"; he threatens to upload it to the Galactic Hub (and thus ruin the Mire's reputation) if they don't leave peacefully. "Odin" threatens the Doctor's actions will not go unpunished, but is teleported back to his ship by the Doctor, who hacked the system. Without any further conflict, the Mire leave the Earth; the Doctor will likely keep a copy of their humiliation to keep them from any more senseless fights. The villagers rejoice in their victory.However, the Doctor discovers that using the Mire helmet has drained Ashildr's heart, leaving her dead. The Doctor is left brooding about the loss, with Clara trying to comfort him, saying he couldn't save her. He snaps back, saying he can do anything, but the Laws of Time prevent him from doing so. Looking at his reflection, the Doctor suddenly remembers back to when he first saw it, wondering once more "who frowned me this face?" Suddenly, the memory comes back to him; Donna Noble encouraged him to always try to at least save someone even in a fixed point, and he saved Lobus Caecilius' family from Pompeii's destruction. He tells Clara that he chose this face to remember to always save someone, no matter how impossible or wrong it seemed. The Doctor then yells to the sky: "I'm the Doctor, and I save people. And if anyone happens to be listening, and you've got any kind of a problem with that, to hell with you!" He takes a chip from the helmet and rushes over to Ashildr's corpse. He places on her head and activates it, bringing her back to life; it's the medical kit for the Mire soldiers. The Doctor gives her father a second chip, telling him it's for whoever she wants; he explains to Clara that the kit would likely keep repairing her, preventing Ashildr from dying. The second chip is to prevent her from being alone for eternity. Returning to the TARDIS, the Doctor is left wondering if he did the right thing; when he's emotional, he makes mistakes. Clara assures him everything will be fine, because what he did was born of good intentions. Brooding again, the Doctor says, "Time will tell, it always does." However, he then realises that his actions have turned Ashildr into a hybrid. Ashildr is then seen in a montage of time passing her by, but with age never affecting her. As the screen pulls into her face, she is shown to have stopped smiling, her smile being replaced with a grim stare. In 17th century London, a stagecoach belonging to Mr Fanshawe and Lucie Fanshawe is travelling through the woods; it is stopped by a highwayman. The coachman recognises the rogue as the infamous outlaw: the Knightmare. The rogue manages to scare them into not resisting by revealing the glowing eyes of a "demon" in the forest behind him; the Knightmare tells them it's his accomplice. Not too far away, the TARDIS materialises, and the Twelfth Doctor departs, holding a Curioscanner. Back to the robbery, the Knightmare demands something specific of Mrs Fanshawe; she seems to know what the rogue wants. However, at that moment, the Doctor enters the carriage; he greets everyone in passing, saying he is tracking something. The Knightmare, annoyed, tells the Doctor that he's in the middle of a robbery. The Doctor says he wasn't paying attention and asks for the robber to repeat himself. However, the Doctor ignores him again, going on to say, "Usually, someone hits me at this point, but she's taking the Year 7s for tae kwon do." The Doctor's scanner leads him to a case on the back of the carriage, which the Knightmare attempts to stake claim on. However, the carriage races off the moment they're both behind it. The Knightmare tells the Doctor that he's ruined his robbery; however, the Doctor tells "zorro" that he bungled his. With nothing else to do, the Knightmare unmasks, revealing himself to be Ashildr, who can mimic a man's voice (thanks to years of practice). The Doctor is surprised to see her, but is more surprised that she has forgotten her original identity due to the centuries that have passed; Ashildr now calls herself "Me" as there is no-one who can remember her now. Ashildr takes the Doctor to her home, where she reluctantly agrees to let him help her steal the object they're both after from the Fanshawes; she now lives in a mansion thanks to hoarding treasure over the years. She vaguely informs the Doctor that she now has an accomplice, whose glowing yellow eyes watch the Doctor from the shadows. Ashildr repeatedly asks the Doctor to take her with him to see the universe, but is turned down; after all, it's a bad idea to keep company with yourself (or in this case, someone too similar). Ashildr reveals that she dislikes keeping company with other humans, as their lifespans are like smoke that can be blown away. However, the Doctor notes that she's tried to help humanity, even founding a leper colony; Ashildr points out that when she helped cure a village of scarlet fever, she was drowned as a witch by the small-minded people, but was able to swim away. The Doctor sees that Ashildr keeps several diaries, since her memory is still in its original human-limited form, thus keeping her from remembering everything that's happened. Ashildr asks the Doctor what it's like for a (near) immortal like himself, to keep trudging through the centuries, losing all those who are important to him. The Doctor, seeing a foil to himself in the regard that he's lonely (and thus keeps taking on companions), explains about the pain; however, unlike Ashildr, he has come to live with it as living in isolation is much worse. The Doctor takes time to read through one of Ashildr's diaries, where he learns that she attempted to have what any woman would want in a normal life: a husband and children. However, her immortality proved troublesome, as she returned years later to see an old, senile version of her beloved, and later lost children to the plague; the pain of these events were recorded, so she didn't have to keep reliving them through the centuries. However, the Doctor notices some pages were ripped out; there were some things Ashildr found too painful to remember. Outside, Ashildr takes to her accomplice, explaining that an alien like the Doctor would be useful in their plans. Later, they break into the Fanshawe estate, and find their prize: the Eyes of Hades, a glowing purple jewel. Escaping, they accidentally awaken Mr Fanshawe, who looks for them in the wrong direction. Ashildr is ready to kill for her escape, but the Doctor convinces her to escape through the chimney; she is less than happy with the idea, but complies and continues prodding the Doctor with questions. Escaping into the forest, they are surrounded by other highwaymen, lead by the Knightmare's rival — Sam Swift the Quick. Swift thinks the Doctor is the Knightmare's sidekick and father, which annoys the Time Lord, who taunts the thief for the redundant title. Ashildr quickly disarms her rival, sending him and his cronies fleeing in fear. Back at Ashildr's mansion, the Doctor wishes to meet her accomplice. He learns its a fire-breathing alien from Delta Leonis called Leandro. Ashildr and Leandro want to use the Eyes of Hades to open a portal to leave Earth, but it requires the life energy of someone to work (in other words, a death is needed, hence why it has the name of the Greek god of the underworld). They considered using Ashildr's aged butler Clayton, but soon learn Swift has been captured and will be hanged that day. Tying the Doctor up, Ashildr sees luck favouring her when authorities arrive to check on "Lady Me"; she claims the Doctor is the Knightmare's sidekick and leaves, asking the Doctor just be imprisoned due to his advanced age. The Doctor tries passing himself off as an undercover officer from Scotland Yard, but realises it hasn't been founded yet. Seeing Ashildr leave with Leandro in her carriage, the Doctor tells the guards that the Knightmare is escaping and that he wishes to go to the hanging. The guards inform him there's a 20 pound bounty on him, which is a treasure compared to their pay, so they'd rather not take him to be hanged. The Doctor tells them where they can find Lady Me's treasure; they let him go and give him a horse in exchange. At the hangman's noose, Swift is making jokes to buy himself a few more minutes; some of them are insulting, but still funny. Leandro waits impatiently in Ashildr's carriage, yelling for Swift to hang already. The Doctor arrives, assisting with Swift's delay; Ashildr manages to overrule the comedy and get the hanging to begin. Swift asks for a kiss as his last request; Ashildr complies and places the Eyes of Hades on him. Leandro reveals himself, breathing fire in triumph. A portal opens, revealing Leandro was an advanced scout for his people, the Leonians, to invade Earth. To her own shock, Ashildr finds that she still cares; she asks the Doctor what she should do. The Doctor has Ashildr use the Mire repair kit he left with her on Swift, healing him; the excess of life energy causes the Eyes of Hades to backfire and closes the portal. Leandro is vaporised by his fellow warriors for his failure. In a pub later, Ashildr wonders if Swift is now immortal like her. The Doctor guesses that the excess that would have caused this may have been burned out in the portal closing, but is unsure himself; just in case Swift is immortal, he asks Ashildr keep an eye on him. It's at that moment that Ashildr realises why the Doctor won't take her with him; it's because her view point is too much like his own, and he needs someone who sees things differently. The Doctor mentions having travelled with another immortal named Captain Jack Harkness, and that she may be running into him in the future. Ashildr then says she'll take the role most of the others that have met the Doctor have, protecting the world from his good intentions. Later, in the TARDIS, the Doctor is playing his electric guitar, deep in thought. Clara arrives, and the Doctor accepts her hug. Clara explains that the Doctor helping her student, Evie Hubbard, with an "imaginary" interview with Winston Churchill paid off; Evie got an A. The Doctor looks at the selfie taken of Evie and Clara, taking notice that Ashildr is the background; he pretends nothing is wrong. Clara wonders where they're going, to which the Doctor says it's her choice; she asks for somewhere new and magical. After explaining there's nothing new and magical under the sun, the Doctor tells her that they'll be checking above it. Clara hugs him again, saying she's not going anywhere. It the shows the War, Tenth and Eleventh Doctors giving grim stares from The Day of the Doctor. Osgood is shown cowering as a Zygon takes her form and asks for her inhaler. "And one treaty" The Doctors are shown erasing the memories of both humans and Zygons in the conflict, forcing them to create a peace treaty. On video, two Osgoods appear seated next to each other and box that looks like the Moment. Because Osgood is a fan of the Doctor, one is wearing a bowtie and scarf; the other is wearing a question mark jumper. They explain Operation Double - the peace treaty with the Zygons. 20 million Zygons have been given asylum on Earth so long as they maintain human forms. Zygons, just like humans, have the capacity for both great evil and great good. The box is the Osgood Box, which can start and end a war with humans and Zygons. If a Zygon is killed, regardless of the circumstances, it will spark a rebellion. Fast-forward to right after Missy's failed attempt to turn humanity, living and dead, into an army of Cybermen. Osgood in a graveyard, crying for the loss of her twin. She leaves flowers for the other Osgood on a grave that simply reads "My Sister". 2015, New Mexico, Osgood flees from an attack in the town Truth or Consequences. Taking shelter in a police department, Osgood tries calling the Doctor. However, hearing someone enter, Osgood hides under a desk and sends a text to him instead. Just when she thinks she's safe, a Zygon grabs her. Inside the TARDIS, the Twelfth Doctor is rocking out to "Amazing Grace" on his electric guitar. Hearing the console beeping, he stops playing and rushes over to the monitor to see an incoming message from Osgood: "Nightmare Scenario." The Doctor looks on grimly, realising that a break in the ceasefire has finally come. The Doctor is next seen sitting on a swing in a park, trying to call Clara; not wanting to draw attention, he code names himself "Doctor Disco" in his messages. Noticing two little girls, the Doctor attempts talking to them; it's revealed that they're the Zygon high command, Jemima and Claudette. However, the Doctor receives a call from Kate Stewart; he attempts to make her see that it's only a splinter group of Zygons wanting war, not the entirety of the race. Unfortunately, at that moment, the leaders are captured by the splinter group, Truth or Consequences. Left with nothing to do, the Doctor decides to go in to UNIT for more resources. Meanwhile, Clara arrives home from work and checks her phone, to discover that the Doctor has left over 127 messages on her phone. She starts to listen to her voicemail, but finds a child crying on the stairs of her apartment complex. Learning that he cannot find his parents, Clara follows Sandeep back to his apartment, finding it empty; however, the moment she turns around, the child's parents appear, saying nothing is wrong despite the boy's screams. Clara is concerned by this, but is next seen leaving without much of a care; she calls the Doctor, asking if he seriously called himself "Doctor Disco?" In the meantime, the Doctor learns about the current situation: the splinter group is holding Osgood hostage in order to get information on the Osgood Box. Kate also explains that there have always been two Osgoods, the human and the Zygon, ever since the ceasefire, while the Doctor says that "both of them" were real; the duo refused to single each other out as human and Zygon, seeing each other as equals. Clara joins them. The Doctor, Clara, Kate and Jac head to the location of the Zygon nest. It's hidden under Drakeman Junior School. The Zygon's high command took the form of two girls posted on the notice board. Kate explains that the new-born Zygons took the form of whatever UK citizen was closest to them; afterwards, they were dispersed around the world to blend in and live their lives as humans. Inside a basement room, the Doctor finds the control node responsible for communicating with the Zygons and birthing more of them. As the Doctor works the controls, Clara asks if he wants to "be alone" with it. He explains it's how the Zygon technology works. He pulls up the thoughts of the Zygons around the world, which is of great paranoia. They receive a new message, which shows the High Command being executed by the rebels, who declare themselves the new leaders. The group identifies themselves as Truth or Consequences. However, Clara states she heard it was a town in New Mexico, on Trivial Pursuit; it's also where Osgood went missing after a Zygon outbreak. Kate also reveals that UNIT has found what appear to be a Zygon training post in Turmezistan, which may serve as T.o.C.'s base. The Doctor tells Kate to investigate New Mexico, to find out what caused the Zygons to attack; he tells Clara and Jac to remain in the UK, while he heads to Turmezistan. He asks Kate if UNIT still has the presidential airplane, prompting Clara to remind him that he hates being president of Earth. The Doctor states he likes poncing around in a big plane. At an airport, the Doctor boards Boat One giving a double peace sign to Clara and Kate. Clara wonders if they have any effective weapons against Zygons. Kate tells her of Z-67, created by a UNIT naval officer back in the 70s or 80s, which basically turns Zygons inside-out. When Clara asks about it's location, Kate tells her it was taken by "someone with a TARDIS." Kate leaves for America. Clara asks Jac if they can stop by her flat before they do anything; it's not a problem. Once Clara collects what she needs, she and Jac spot a body being moved into a lift. However, once they check it on the ground floor, there is no-one in it. They board the lift, finding red ooze coming from the button panel. They pull it back to find that the Zygons have modified the lift; activating the device, the lift goes to a subterranean area full of pods. Jac states that they need to bring in reinforcements. In Turmezistan, the Doctor arrives at a command post, giving a flamboyant introduction for himself, only to be told that they know who he is. He learns that they are about to bomb the village; however, the controller of the remote controlled bomber sees Zygons that have taken the form of her husband and child. The Doctor realises that the Zygons' powers have grown; they can now read minds and take the form of whatever their targets love most. Despite the predictable military's suggestion for aggression, the Doctor suggests looking for Osgood before trying to bomb the town. Arriving in the Zygon-occupied village, the Doctor informs his UNIT troops to avoid killing as much as possible as they are going to need someone to negotiate with. Unfortunately, the troops are tricked by the Zygons, who take the form of their loved ones, and vaporised. Given only ten minutes before UNIT begins bombing the Truth or Consequences splinter group, the Doctor searches the now empty Zygon base, finding Osgood tied up in the cellar; they barely manage to escape as the bombing begins early. A Zygon returns to kill them and gets knocked out by the debris, allowing easy capture. Back in the UK, UNIT arrives to exterminate the Zygons pods. Clara takes a gun, oddly elated at the idea of violence. Jac is suspicious of the pods, but Clara says that they need to destroy them or face whatever the Zygons are creating with them. She pulls gunk off a pod, revealing a copy of her inside the pod. Clara is shocked she's been cloned. However, Jac points out that Zygons do not clone humans, they replace them; she then comes to the horrifying conclusion that Clara is a Zygon and orders her troops to flee. However, Zygons cut them off, blocking off every available way out. Jac begs for the Zygons to let them live, but fake Clara orders their murders. The UNIT personnel scream in horror. At the same time, Kate is investigating what caused the Zygons to attack Truth or Consequences. Finding an officer with the badge C. Norlander, Kate is shown all that remains of the rest of citizens is piles of sparking wires. Kate refuses to answer whether or not she brought back-up. Inside the police station, Norlander explains that "one of the Brits" turned into a reptile one day; then the rest attacked the residents. Kate wonders how it happened. Norlander states that a young Zygon had trouble maintaining its body print. Kate becomes wide-eyed; she's talking to a member of the splinter group. The Zygon reverts back to its true shape to kill her; Kate readies her gun. Moments, later "Kate" confirms UNIT in North America has been neutralised to Bonnie. Bonnie states that UNIT is almost neutralized on her part; there's just two threats left. The Doctor tells Osgood that he'll keep her secret; she's the original. If she was the Zygon Osgood, she would have changed back in days after Missy killed her "sister". However, Osgood tells the Doctor that he's wrong; he's thinking about the rules of infiltration. She explains Zygons only need the original alive if they wish to mimic their personality; their form, however, can be kept indefinitely. (However, should they chose to revert back to Zygon form, they will not be able to change back into that form, as the original is not around.) Startled by this news, the Doctor asks whether Osgood is the Zygon or the human; however, Osgood starts that she is herself and no-one else. Their captive comes around, and the Doctor begins to try interrogation. The Zygon recognises the Doctor as president of the world, stating that splinter group wants the world. However, the Doctor is quick to point out that the Zygons are outnumbered by the humans. It laughs at the Doctor, stating that they've had months to infiltrate all the countries of the world; Truth or Consequences has won the first battle, but now it is time to initiate the war to claim the planet from humanity. At that time, Bonnie is watching the plane fly by; she puts together a rocket launcher, and takes aim. The Doctor calls Clara, only to get Bonnie, learning that he's talking to the leader of the splinter group Truth or Consequences. However, the Doctor immediately realises the danger, warning Osgood. Bonnie launches the rocket, saying good-bye to the Doctor. Clara awakens in her apartment, deciding to get ready for the day; however, when she tries to brush her teeth, she finds black gunk coming out of the toothpaste tube. Tossing it aside, Clara soon hears Bonnie's voice taunting the Doctor, finding her living room television filled with static. She quickly checks a magazine, finding it filled with gibberish, except for the words she hears Bonnie speaking; she's dreaming. Running through her apartment, Clara finds walls blocking her door and windows. In the real world, Clara spasms as if trying to wake up. Grabbing a remote, Clara manages to have her television show her what Bonnie is looking at; Bonnie has Boat One in the cross-hairs of a bazooka. Realising the Doctor is in danger, Clara knocks her television over. As a result, Bonnie's arms fly to her left the moment she fires the rocket, changing its trajectory. It flies just past Boat One, with the Doctor and Osgood noting that she missed them. Bonnie passes this off as a spasm, reloading her bazooka. Seeing that Bonnie is targeting the Doctor again, Clara tries to toss the television aside again, but finds it stuck. Frantically thinking, Clara tries using her link with Bonnie to force her to hold off on firing another shot. Finding herself losing, Clara bites her finger, hoping to stop Bonnie; however, the Zygon gets her shot off and blows up Boat One successfully this time. Bonnie smiles at the smouldering remains of the plane falling through the sky. Later, members of Truth or Consequences have murdered more humans in London, and covered the area with their symbol as a message. Returning to their human forms, most lounge around the area while one in the form of sanitation engineer sweeps up the remains of their victims. A man, Etoine, is running in fear with his shopping bags; he trips, losing his shopping. Fearful of what's behind him, he leaves the bags behind and runs into the nearby apartment complex. Moments later, Bonnie approaches calmly, with a smile on her face. Etoine gets to his home and locks the door; hearing a knocking, he looks out to see Bonnie. He runs further inside, as Bonnie forces the door open; she corners him in his living room. It turns out that Etoine is a Zygon. Bonnie tells him that the humans will never accept them for who they really are, and that he will be the first to make them see. Despite his pleas to leave him alone, Bonnie zaps his head, prompting Etoine to flee. She follows with a dark smile on her face. Outside, Etoine asks his fellow Zygons to help him maintain his disguise, but they ignore him because they work for Bonnie. Unable to keep his human form, Etoine completely reverts back to Zygon form; hoping to avoid causing a panic, he runs into the nearest building. Unknown to Etoine, Bonnie was merely using him as a pawn; she recorded his transformation. She posts it on the internet to spread panic and paranoia among the humans, hoping to force the rest of the Zygons to join the splinter group. With this task done, Bonnie informs Truth or Consequences that she is heading to the UNIT HQ to retrieve the Osgood Box to ignite a war. At the same time, Clara reviews Bonnie's memory of seeing Boat One explode. She pauses it and looks closer at the scene. Two dots are seen falling away the moment the plane exploded; she smiles, realising that the Doctor parachuted away from the plane right as it blew up. On a beach, Osgood frees herself from her chute and notices her glasses are broken. The Doctor asks her if she has any question, to which she asks about the Union Jack on his chute; he responds that it's camoufluge for being in Brittan. He offers Osgood his sonic sunglasses in the meantime, telling her not to look at his user history; she finds the idea of sonic eye-wear silly. She then catches him talking nonsense to distract her, one of his best known traits. Osgood then tells him that Bonnie made the mistake of giving him a chance; if she wanted to takeover Earth, she would kill him outright with a bullet between the eyes for each regeneration and not let him talk. The Doctor notes how oddly prepared Osgood is for that scenario; she tells him it's because she's such a big fan. As the Doctor and Osgood trek on, she notes that it's rather odd that Bonnie didn't blow them up with her big bazooka. However, the Doctor retorts "this is us blown up by a big bazooka". Osgood explains that if Bonnie had Clara's memories, she would know better than to give him a chance as that will come back to haunt her. Realising the Doctor has gone silent because she's mentioned Clara, Osgood asks how he's feeling; the Doctor says he's still in his "hope phase". When Osgood asks him how that is, he tells her it's Hell and to change the subject. Elsewhere, Bonnie is walking through the streets. Unknown to her, Clara uses their link to manipulate her right hand; Clara is using her phone to text. The Doctor gets the text, which says "I'm awake.' Wondering if it means a political awakening, he becomes confused as to why the Zygon is sending him propaganda if it thinks it blew him up. However, Osgood tells him that it came from Clara, telling the Doctor that she's fighting back. She asks how his hope phase is, to which the Doctor says is worse than ever. Smiling, Osgood tells him that they have a game now. Bonnie enters the UNIT base and opens a safe behind the portrait of the Doctor's original incarnation. She finds a laptop inside and turns it on. A message from the two Osgoods plays, explaining that if they were captured and interrogated, they gave up the location of this laptop. However, the Osgood Box is not there; they firmly explain that it's the truth and further looking would be a waste of time. They smile, asking the watcher if they've figured out why it's called an Osgood Box. Seething with anger, Bonnie snarls and tosses the laptop to the ground, stomping on the worthless device until it's in small pieces. Back on the beach, the Doctor and Osgood see a police car. Racing up to it, the Doctor passes himself off as "Dr John Disco", telling the officers that his plane blew up, but there's nothing to worry about. However, the officers don't appear that surprised by what he's telling them. Worrying that they may be Zygons from the splinter group Truth or Consequences, the Doctor and Osgood begin walking away. However, another pair of officers begin approaching from where they came from. Osgood video calls Clara's phone, surprising Bonnie that they're still alive. Taking the phone, the Doctor asks what the plan is, only for Bonnie to say she doesn't have one; he tells "you don't invade a planet without a plan; that's why they're called planets, to remind you to plan it." Bonnie asks him where the Osgood box is, winking due to Clara trying to signal the Doctor. Thinking the Zygon is flirting with him, he states "I'm old enough to be your messiah". However, Bonnie insists that she isn't winking; realising it's Clara, the Doctor tells Osgood to use the sonic sunglasses to break into a nearby van. As Clara wouldn't know morse code, the Doctor learns from her winks (which stand for "yes") that her pod is in London; he then tells Clara not to let the Zygon know what's in her mind. Boarding the van, he is told by Osgood that obviously Bonnie heard that; he smiles, knowing that - "The mind of Clara Oswald; she'll never find her way out." At the Zygon nest, Bonnie approaches the pod holding Clara and telepathically talks to her; Bonnie appears on the TV screen in Clara's dream. Clara uses the link to force Bonnie back to Zygon form briefly. However, upon saying she's a great liar, Clara is shocked by the news that Bonnie shares her pulse and will be monitoring it to make sure she's telling the truth. Bonnie interrogates her, learning that the Osgood Box is at the Black Archive under the Tower of London, and that Clara does has access. Bonnie is then surprised to learn Clara can't give her the access, because she already has it; she has Clara's boydprint, so she automatically has access. However, Clara taunts Bonnie, saying that even though she's given this information, the Zygon will still need her. "Kate" arrives, explaining that the Doctor is on his way; Bonnie orders that he be copied, if possible, but disposed. Seeing the video Bonnie posted on the Internet, the Doctor and Osgood head to find the Zygon she attacked in the south London shopping centre the Fleet Estate Centre. Exiting the van, the Doctor declares that London is a cradle of culture - "what a dump." Osgood counters the Doctor's comment by noting that he's spent a lot of time here for not liking the place. The Doctor points out that he also spends a lot of time almost getting killed; that doesn't mean he has to like the experience. Entering the Centre, they find several piles of dead people. The Doctor asks Osgood for her first name, but she asks for his; going with "Basil", the Doctor learns her full name is Petronella Osgood. Not liking it, he tells her they should stick to what they had. They see Etonie and run after him. Cornered, Etoine explains he was just defending himself. Having trouble keeping his human form due to the zap Bonnie gave him, he says he didn't want to be a part of their war. They try offering help; however, he thinks they may be more of Bonnie's stooges. Not wanting to live under the rule of Truth or Consequences, Etoine kills himself out of fear. Kate arrives with two guards, telling the Doctor and Osgood that she knows where the nest is; it's also where Clara's pod is. The Doctor is elated by the news, telling Kate to lead the way. At the Black Archive, Bonnie skips to the storage room. Smiling, she tells Clara it's so much fun being her, as she just got waged through for simply looking like Clara Oswald. Behind her, two disguised Zygons are wheeling Clara's pod after Bonnie; they likely passed it off as material for storage there. When the Zygon attacked her back in New Mexico, Kate emptied her gun into it and took its place to get close to Bonnie. Kate apologizes to the Doctor, knowing he isn't a fan of killing, but would approve of it if done in self-defense. She then smashes the communicator, asking who Osgood is; Osgood states she is herself. Kate then wonders if that means she's human or Zygon; however, Osgood firmly tells her that she is Osgood and no-one else. The Doctor tells them they need to get to the Black Archive. At the Black Archive, Bonnie is left to wonder which box to use. Clara tells her that she can't win; however, Bonnie voices the fact that she doesn't care. The Doctor, Osgood and Kate arrive, with the Doctor asking to be let to take the boxes away; without them to cause any more senseless slaughter, they can move on to forgiving and forgetting about Truth or Consequences' attempt to break the ceasefire. However, Bonnie is defensive, believing that she won't be forgiven for all the deaths she caused. Kate goes over to the red box, ready to use it to defend the human race, while Bonnie goes to the blue one, ready to liberate the Zygons. The Doctor tells them Bonnie's box will either cause the Zygons to revert to their true forms for an hour or cancels their ability to change form, thus making them human for good; Kate's box will either release "imbecile's gas" (a gas poisonous to Zygons created by Harry Sullivan) into the atmosphere or detonate the nuclear warhead beneath the Black Archive, destroying London. "There are safeguards beyond safeguards. I did this on a very important day for me. This ceasefire WILL stand." the Doctor declares to both Kate and Bonnie. The Doctor asks Bonnie what it actually is that she wants, to which she answers: war. He then asks her to paint a picture of what the future will be like; will there be music, jobs, etc? As she can't give an answer, the Doctor scolds her, telling Bonnie that she's like every other tantruming child; she doesn't actually know what she wants. He further asks what will Bonnie do once everything is right and just, with all "the bad guys" gone, what will protect her "glorious revolution" from the next, because there will still be rebels in any species. When Bonnie says that they will continue to win, the Doctor says that they might, but NOBODY wins for long. With both Kate and Bonnie willing to press their buttons on the gamble of a 50-50 chance, the Doctor can't resist making fun of the situation like a game show announcer; he then snaps at them, yelling that isn't a game, but a scale model of every single war in the universe's history. The Doctor continues, saying no matter how right you feel at the beginning, you don't know who's going to die, whose families are going to be torn apart, whose lives are ruined forever. This situation right now in the Black Archive is what it every single war always boils down to: "Sit down and talk!" Bonnie accuses the Doctor of setting up the entire problem; however, he retorts that it's HER fault because she caused this rebellion. They then get into an argument about what's fair; the Doctor tells her that unfairness it's a part of life. However, Bonnie still refuses to stand down, claiming that she will be punished for her revolution. The Doctor chides her, comparing her to a child thinking that they're unforgivable. He then tells her something that she didn't foresee; HE forgives her, after all the horrible things that the splinter group has done. He goes on to explain that the only way to break the senseless cycle of cruelty and hatred is having the ability to forgive others for their mistakes. When Bonnie says the Doctor could never understand her situation, the Doctor is incredulous, he tells her that this little squabble isn't a war; he fought in a bigger war than she will ever know. Growing more angry and traumatized as he remembers, the Doctor tells her that he did more horrible things that she can imagine and when he closes his eyes, he can still hear the countless screaming of the victims. Clara closes her eyes in response, having seen the Time War herself and knowing of the true horror the Doctor's seen. He tells Bonnie that what you do with this pain is to hold it tight until it burns your hands, and say: "No-one else will ever have to live like this. No-one else will ever have to feel this pain." The Doctor smiles, knowing he's persuaded Bonnie; when asked how he knows, the Doctor tells her that she has the disadvantage of having Clara's face and the Doctor knows when he's won her over. Bonnie then asks him if the boxes are empty; he confirms this, telling her that she only figured this out by starting to think like him - "it's hell, isn't it?" However, Kate is less than amused; they know the boxes are empty now, so this can't work twice. Telling Kate that she's said that 15 times, the Doctor wipes her memory with the device in the ceiling; Bonnie's guards also had the memories wiped. In short, Bonnie was not persuaded 15 times, so the Doctor kept erasing everyone memories to get a good result. Closing her box, Bonnie asks why her memory was spared; Osgood tells Bonnie that it's because she part of their team now. Bonnie asks how the Doctor knew she would side with him. He tells her it's the same thing that happened to him; he let Clara Oswald get into his head. The Doctor explains that he once planned to use a similar box to bring an end to a terrible war, because he thought it was the only way. However, thanks to Clara, he was able to come up with a better solution. Bonnie looks at Clara with a smile. The Doctor smiles at Bonnie, telling her that once Clara gets in your head, "she never leaves." Bonnie returns to her nest, telling her comrades the revolution is over and that they're safe. She then abandons Clara's form, returning to her true Zygon self. Outside the nest, the Doctor asks Osgood to travel with him; however, she turns him down, saying that she needs to be around to make the Nightmare Scenario work out like this again. Per the Doctor's request, Clara hugs Osgood on his behalf. However, the Doctor is left bewildered that Osgood never thought of what the TARDIS stood for; he tells her it stands for "Totally And Radically Driving In Space". Clara boards the TARDIS, waiting for the Doctor to take her on another adventure. The Doctor tells Osgood that he needs to know which she is: human or Zygon? Osgood smiles, telling him that she will answer that one day. To the Doctor's shock, another Osgood walks up, telling him that the day will be when the answer doesn't matter. The two of them explain that it wouldn't be okay to use Clara's face when there's a vacancy for an Osgood. Both of them say that it doesn't matter which is Osgood and which is Bonnie, only that Osgood lives. "You're a credit to your species, Petronella Osgood." the Doctor tells them. However, the Osgoods correct him, stating they are a credit to both species. Smiling, he turns to the TARDIS, but turns back; the Doctor states he's a fan of their work. Back in the TARDIS, Clara asks the Doctor if he thought she was dead for a while. Solemnly, the Doctor states "Longest month of my life". Clara laughs, saying it could have only been for a few minutes. Pulling a lever, the Doctor tells Clara to let him be the judge of time. After the TARDIS departs, both Osgoods decide to get ice cream before heading back to work. Professor Gagan Rassmussen breathlessly introduces a video he's assembled from found footage, warning would-be viewers of the recording's inherent (but unspecified) danger. Rassmussen explains that he's not quite sure what's been going on, but he's put together some footage from the security cameras and perspectives of the people in involved. Hearing a strange groaning sound, Rassmussen once more addresses the camera, telling the viewers that they were warned.   The screen fills with static, as random red numbers and letters, (which include the words Doctor Who glowing bright pink) fill the screen. The static dies down, before a quick flash of static signals the beginning of the footage.  Chopra, is annoyed by someone looking at them, telling the person to stop. It turns out to be Grunt 474, whom Chopra notes looks at him like a lovesick puppy, when she's supposed to a deadly killing machine. Deep-Ando emerges from a Morpheus pod, noting he could hear him inside. Their leader, Nagata asks if he feels refreshed; he confirms it. Chopra repeatedly voices his dislike for it. Nagata and Deep-Ando mock him, saying he's a R.I.P., a person who refuses to use Morpheus. 474 tries calming Chopra, but instead annoys him because she can't speak proper grammar, missing out words. The space station looms close. The screen goes back to Rassmussen, who tells the audience that the quartet was sent by the city of Triton on Neptune to investigate the Le Verrier space station, which has been silent for over 24 hours. He then adds to not get attached to them, as they will die horribly. Thye came to investigate and rescue the crew. However, there was no crew on the station, or rather no crew left. The footage returns to the four as they enter the space station, hoping to find the crew. Instead, they find the station dim with emergency lights on; there is no sign of life on the station. According to their scans, there is nothing wrong with the engines or the gravity shields; the station is simply left on emergency lights. 474 guesses that the crew is playing hide and seek, annoying Chopra. However, she soon stops the group, informing them that she hears people ahead. The quartet hide, until they can determine if the voices belong to the crew or some kind of hostile invaders. Clara walks into view, wondering why everything is so dim; however, her back is to the quartet, leaving her unaware of their presence. The Doctor's voice is heard suggesting it could be a three-day week, or a night setting. Clara voices feeling like she's being watched, to which the Doctor just passes it off as paranoia; however, the irony is that she is being watched from behind by the quartet. She shines a torch at a decoration, stating that it looks like they're at a Japanese restaurant. Clara wonders if they ended up at a space restaurant, annoying the Doctor who walks into view with her. The Doctor explains no-one puts the word "space" in front of something because it's in the future or not on a planet, listing several items that wouldn't make sense with the prefix "space". They walk down another corridor as Clara wonders about the word "spacesuit", to which the Doctor is dismissive. Nagata leads her team after them, surprising the duo as they are held at gunpoint. She demands to know if they are crew. The Doctor calmly takes out the psychic paper, which causes Nagata and her team to think they are Engineering Stress Assessors. Nagata asks the Doctor what happened. Assuming she means what happened from the beginning of time, the Doctor says "that's a long story". However, Clara clears her throat; the Doctor takes the signal, realizing that Nagata means the station. The Doctor explains they haven't any idea as they've only just arrived; he asks Nagata for an explanation. Twenty-four hours ago, the station lost all communications. Nagata and her team are here to find out why the station lost power, assuming it to be a meteor strike or space pirates (which contradicts the Doctor's theory of not putting "space" before certain words). The Doctor correctly guesses Nagata and her team to be a rescue team of four; the small group is due to budget cuts. Nagata tells them to consider themselves under her command, but the Doctor finishes her sentence by singing "part of the furniture", before Nagata finishes her command. (The Doctor is subtly amused as he's the highest authority in the room). The Doctor tastes his finger twice to reveal that he and Clara are in the thirty-eighth century on a Tuesday. He tells Clara that India and Japan were sort of merged after the great catastrophe, which caused a realignment of the tectonic plates (thus the station is "Indo-Japanese" as he puts it). Clara is confused by this; the Doctor, usually getting the timeline mixed up, tells her that she has a lot to look forward to. However, the Doctor then notes that there happens to suspicious amount of dust in the space station, after just a day of no-one being around. Grunt 474 says "Eyes. Watch. Eyes in sky.", which confuses Chopra. 474 says that she will protect Chopra because she thinks that he's pretty. Chopra pushes her away, which causes her to react aggressively - because she is programmed to respond to physical threat - and get Chopra into a choke hold. After Nagata tells her to let Chopra go, 474 does so and crouches by the wall, apologising. Chopra complains 474 could have killed him, but Nagata says it's how grunts are grown. The Doctor tells a confused Clara that grunts are bred in hatcheries with cloned muscles, low intelligence and brute force, which makes for an instant army, much to Clara's disgust. The Doctor tells her it's how they roll in the 38th century; basically not following orders due to morality has been solved this way. They continue down a hall, where two figures are seen. The Doctor tells Clara to hold his hand; though Clara's fine, the Doctor admits that he is scared. It turns out that figures are hostile creatures, which proceed to charge at them. Everyone runs, but Deep-Ando ignores Nagata's order to follow them and runs down a completely different hallway. They run into a lab, where they try shutting the door. However, one of the creatures gets it's arms in the doorway, blocking it. The Doctor, Clara, Nagata and Chopra hold the door; Nagata orders 474 to ram a cart against the door. The creature's arms is sliced off by the shut door, and dissolves into dust. Looking outside the window, everyone sees the creature is gone. This leaves Nagata confused as it was just there a moment ago, they should have seen it leaving. Deep-Ando, meanwhile is searching through the corridors and falling to contact the group. Somehow his transmissions are being blocked. 474 then says that there's someone in the last pod. They try forcing it open, but the occupant keeps the machine shut. While the soldiers prepare to react with force, Clara decides to politely introduce herself and the Doctor to coerce the occupant into exiting the pod. It opens to reveal a very scared Rassmussen. The footage stops again, to the present day Rassmussen, who explains that he wanted to leave the station right away, but the Doctor was demanding answers about Morpheus. Rasmussen stops the the film again, stating that the group went to find Deep-Ando despite his protests. In the corridors, the Doctor explains the creatures are made of dead blood cells, mucus and dead skin, basically eye mucus. A confused Clara wonders how that is possible. The Doctor tells her that Rasmussen is to blame, because the Morpheus pods hyper-evolved the eye mucus into a carnivorous life form. When Rasmussen calls it slander, the Doctor tells him to ask the crew. Clara wonders where they are, to which the Doctor says "in digestion". The eye mucus consumed the crew when they used the pods, and then ate the rest once they finished. Nagata is confused as nothing like this has happened on Triton; the Doctor explains that Rasmussen tried to enhance the process, but it backfired on him and created these monsters. As the Doctor and Nagata argue, Rasmussen demands to be saved since he's what's left of the crew. Clara then wonders how Rassmussen is still alive, when the rest of the crew got eaten; he explains that he hid in a Morpheus pod because it would be the last place the creatures would think to look for him. At that moment, they are spotted by the creatures. The Doctor yells for everyone to run, and a chase begins through the station. Meanwhile, Deep-Ando comes across a bulkhead door and tries to get in, but the computer tells him that he has to "do the song" since it was reprogrammed after the Christmas Party and finds the song very amusing. Deep-Ando doesn't know what the song is, but the computer assumes that he's being silly. A group of the creatures that attacked the group begin to advance on Deep-Ando, who eventually sings the Morpheus jingle and is let in. Just when he thinks he's safe, however, he turns away from the window and sees the gaping maw of one of the creatures. Stopping the footage, Rasmussen informs us that Deep-Ando was the first member of the rescue team to die as they heard the scream, but they had their own problems. The footage resumes, showing the group running into the kitchen, with the monsters trying to get in. the grav-shields go out, causing the station to begin crashing into Neptune. The Doctor demands the plans for the station from Nagata, so he can reactivate the grav-shields. Nagata is not willing to, but the Doctor tells her he's in charge. Clara yells at her to listen, and the Doctor begins messing the systems with the sonic. Unfortunately, a creature swallows Rasmussen whole. Chopra and 474 escape from the room, as the Doctor manages to fix the shields. With the creature blocking the way he, Clara and Nagata are forced to hide in a nearby freezer, with the creature trying to get in. The Doctor shows them footage he's come across, noting it came from their helmet cams. Nagata notes that her crew don't have any. Elsewhere, a Morpheus pod is seen floating down the corridors, as a recorded voice says to keep away as there are hazardous materials in transit. Due to the turbulence of the reentry, some of the station's piping breaks and a fire starts in the corridors. Trapped, Chopra tells 474 that they won't be able to get away as the creatures close in. 474 tells Chopra she likes him and punches him in the face, knocking him out. Chopra awakens later, finding the creatures on the other side of the flames and 474 fatally burned. Rather than feel useless, 474 feels happy to have saved Chopra as she likes him; as the creatures begin pushing through the fire, she tells him to go. Thanking 474, Chopra rushes off. To buy Chopra time to get away, 474 goes into a kamikaze charge. Back in the freezer, the Doctor becomes annoyed as Clara dubs the creatures Sandmen; he mumbles to himself that "it's the Silurians all over again." Clara wonders if he'd prefer "Dustmen", but the Doctor solemnly tells her that they'll go with her name. Realizing something, the Doctor asks Nagata to repeat herself from a moment ago; "we don't have helmet cams." He tells them the Sandmen are blind and they can escape by letting them in and being quiet on the way out. They proceed to do so, with the Doctor informing them that they need to go to the engine room. Chopra heads back to the ship, locking himself inside to wait for the others, but the Sandmen's howling startles him. He then notices something shocking outside. Meanwhile, the Doctor leads Nagata and Clara back to the lab, where he uses his sonic sunglasses to hack into the footage already seen by the audience. He goes on to explain that there is all this footage, but none from Chopra's point of view; adding onto this is Nagata mentioned that she and the others didn't have helmet cams. The projection then shows him in an infinite loop of the screens; he explains they are now seeing things from Clara's point of view. He goes on to explain that anyone who used Morpheus is effectively a walking camera for the Sandmen, and the Sandmen's eyes are all over the station. Thus the paranoia. Clara begins worrying if she'll end up like the crew, consumed by her own eye mucus as it becomes a Sandman. However, the Doctor assures her that there is no chance of that happening, but he'll undo the Morpheus process on her and Nagata and then the rest of Neputune to ensure the extinction of the Sandmen. Clara questions who is recording all of this, to which the Doctor says they had better ask "him." The trio head back to the ship, where the Doctor sees Rasmussen's beginning message on a monitor; he realises Rasmussen's death was a trick to throw them off his trail. Entering from another room, Rasmussen explains that he thinks the Sandmen are better life forms, and that spare him to ensure they can get to Triton and feed on humanity. He then reveals that he has brought the first victim of the Morpheus machine, hoping it can spread and multiply once unleashed. He releases the King Sandman and traps them in the room with it. The Doctor plays a hologram of the Mr. Sandman song to distract the monster, allow Nagata and Clara to head to the door, which they manage to get open. Rasmussen begins fiddling with the controls to get the ship to leave, but is shot by Nagata to stop him. An annoyed Clara demands "Is that your answer to everything!?" Apparently, even in the future, the military answer to a problem is to shoot the source of it until it's no longer a problem. However, the Doctor soon directs them to leave and head to "alternative transport" down the hall. The Doctor and Clara begin running back to the TARDIS, with Nagata behind them. However, they are blocked by the Sandmen. The Doctor borrows Nagata's holographic interface and destroys the grav-shields, knowing that the Sandmen can't handle the rough reentry. However, even as they get into the TARDIS, the Doctor notices that none of these events make any sense. Rasmussen appears on screen again, during the reentry. He goes on to explain that the Morpheus process has been broadcast with this message, stating that he did warn whoever watched to have not done so. He rubs his eye, revealing that the Sandmen have been impersonating him; in a deep voice, he invites the victims to join him and the other Sandmen before dissolving. The Doctor and Clara enter the TARDIS after an adventure when they get a call from Rigsy, who said that a mysterious tattoo has appeared on the back of his neck and is counting down to zero. They arrive at his flat finding out he has a fiancee and a newborn daughter. He tells them he has no idea on how the tattoo got there and that he doesn't remember any events from the previous twenty-four hours. His mobile phone's screen is cracked and Clara can't find any evidence of any activity. The Doctor scans him and discovers that Rigsy has been in contact with alien life and that he will die when the countdown gets to zero. The Doctor and Clara attempt to help him by trying to piece together his movements over the last twenty-four hours. Looking at maps of London in the Great British Library to find where Rigsy may have been, Clara mentions something called a "trap street"; a street invented by map makers to catch people who would copy their maps without giving the proper credit. They search for the street, finding it when Rigsy drops his phone and begins to remember what happened. Entering the alley that contains the street, they find that it is occupied by "refugees" of various aliens species who appear human to each other by use of a telepathic field. Soon, they encounter Ashildr, who is "Mayor Me" of the street. She explains that the street is a refugee camp and that Rigsy is being sentenced to death for killing Anah, a two-faced Janus female. He had been retconned and given time to say goodbye to family. She also reveals that the tattoo is a chronolock that leads a Quantum Shade, which appears normally as a raven, to find him at the predetermined time; killing the victim when the countdown gets to zero. The Doctor and Clara believe that Rigsy did not kill Anah and has been framed for the murder. Me allows them to investigate the case and to convince everyone that he did not commit the crime so that the truce in the street is at peace and there will be no rivalry. Later, a man had a chronolock on the neck for stealing medical rations and his wife tells him to pass it on to her. Ashildr announces that she can remove the chronolock, but she will not as peace on the street must remain absolute. The man is soon killed by the raven, and Clara soon learns that she can do this to Rigsy as she has absolute protection over herself from being in danger. Clara takes Rigsy's chronolock and she has now got the tattoo counting down on her. When asking questions to others, The Doctor discovers that Rigsy tried to call the Doctor when he had found out he was in the trap street and believes Me was trying to get him to come here. Clara also discovers that everyone except Anahson, the "son" of Anah, was looking at Rigsy in a different way to everyone else. The Doctor and Clara find out she is really a girl and is dressed up as a boy to stay safe and to hide her ability to find the past and future in someone. She tells them that Me had made up a mystery to bring them here. They all go to where Anah's body is and find out she is alive and put inside a stasis chamber and can be only unlocked by the TARDIS key. When he opens it, his wrist is trapped and and a teleport bracelet is wrapped around his arm. Me arrives and tells them that the Doctor is to be teleported away to keep peace on the street. Me asks for his confession dial and what it is before she activates it. When she goes to remove the chronolock from Rigsy, they discover Clara has it and that she cannot take it off her. Me had arranged to use the chronolock on Rigsy and that she would not kill him or anyone. Clara broke that contract by accepting the chronolock from Rigsy and Me can not take it off her. She is stunned and horrified at this, protesting that she never meant to harm anyone and Clara is doomed to die. The Doctor is furious with Me and threatens to unleash hell on her for all of time unless she saves Clara. Clara is horrified by the Doctor's anger and tries to calm him down. She makes him promise that he will not harm anyone who will come in his way of this and will not take revenge on what has happened, reminding him why he became the Doctor. As the Doctor starts to speak, Clara silences him with a hug, telling him that everything he is about to say she already knows. Clara touches the Doctor's face in sadness, who in turn tenderly kisses her hand. When the chronolock counts down to zero, Clara goes outside to face the raven. The Doctor follows and watches her from afar. She stands there waiting for the raven and asks herself to be brave. The raven strikes Clara, causing her to scream in pain. The black mist of the Quantum Shade comes out of her mouth, and she drops to the ground. The Doctor returns inside and tells Me that what Clara had said was not to save him, but to save the Mayor. He says that he will do what he can to follow Clara's wishes, but advises her to stay out of his way, saying that the universe can be a small place when he's angered. He is soon transported away. Sometime later, Rigsy is seen putting the finishing touches on his latest bit of graffiti- a mural dedicated to Clara on the front entrance of the now empty TARDIS. He then walks away, leaving the abandoned TARDIS with no Clara and no Doctor. As gears turn inside the walls of a castle, a mysterious figure, with blood on his hands, makes his way into a room with a teleporter. He flips a switch and collapses to the ground, his body fading away into dust, as the teleporter activates, materialising the Doctor inside its chamber. The Doctor steps out of the teleporter, looking around the room. He bends down to grasp some of the sand on the ground, the memory of Clara's death still fresh in his mind. He then threatens the ones responsible for bringing him there, promising to never stop until he finds them. The Doctor steps out of the teleporter room and into a circular corridor, filled with windows and a monitor. Looking out one of the windows, he sees that he's inside the central tower of a castle. He speaks out to whoever captured him, again, mentioning that the technology in the teleporter means he can only have been moved a maximum of one light year from where he was before, and he knows he's still in the same time zone he was in before, so all he has to do is wait until nightfall, and then he'll be able to use the stars to figure out where he is. Walking down the corridor, he finds a shovel, covered in dirt, leaning against one of the walls. He starts shouting again, trying to get the kidnappers to come out and face him. At that moment, the monitor in the corridor activates, showing the Doctor himself on the screen. Seeing that the image is being projected from something outside one of the windows, the Doctor runs over to said window and looks outside. He sees a hooded figure in another window, looking right at him. It is from this figure that the footage on the monitor is coming from. The Doctor backs away from the window in fright, watching as the figure turns and moves away. Looking at the monitor, the Doctor watches as the image moves down a corridor. The Doctor finds the particular corridor, and sure enough, the figure is coming towards him. The Doctor runs down another corridor to a door, but finds the door locked. He turns back in time to see the figure enter the hallway and realises he's seen this creature before. He turns back to the door and uses an old trick he knew when he was younger, to form a psychic link with the door, getting it to unlock. He opens the door, only to find a wall. He turns back to see the figure coming closer and closer to him. Unfortunately, he can't see a way out of this situation. As the figure reaches for him, the Doctor admits that he is scared of dying, and the figure freezes. The Doctor wonders if this is because of something he said. He notices that even the flies that were buzzing around the figure have also frozen in place. A noise causes him to step over to the window. He watches as the sections of the castle begin to revolve, rearranging themselves. He turns back to the door to see the wall slide open. Running through the new opening, the Doctor finds himself in a bedroom. The Doctor grabs one of the flowers, but freezes when he notices a portrait of Clara sitting on top of the fireplace. He smiles sadly at the picture, before grabbing a miniature magnifying glass, so he can take a closer look, not noticing the nearby monitor. The monitor is showing that the figure is on the move again, and is entering the bedroom. The Doctor deduces that the painting is very, very old, before noticing a fly on it. He quickly turns and sees the figure. He talks about a time when he was a child. He had seen a dead, old woman, who was covered in veils. It was a hot day, so flies were buzzing around her corpse. The sight of this gave the Doctor nightmares for years. He recognises the figure as that very nightmare.. As he tries to question the Veil, he pulls out petals of the flower, letting them drop to the ground. Avoiding letting the Veil touch him, the Doctor deduces that the castle is some type of torture chamber, to get information out of him; whoever did this picked the thing he feared most out of his mind and gave him a tailor-made hell. The Doctor refuses to play along, and runs over to grab a stool, throwing it through a window. "I told you I was scared of dying, and I wasn't lying. Advantage me!" He then jumps through the window himself, falling down towards the misty depths below. The Doctor walks into the TARDIS, apologising for being late. He says it's because of jumping through the window and asks if he should reveal how he got out of that situation alive. He turns to look at Clara, who is standing near a chalkboard, with her back to him. On the TARDIS monitors, the Doctor can see the fall, revealing that he isn't really in the TARDIS with Clara. He is actually still falling, but has sped up his thinking process to slow down his perception of time. The TARDIS he is standing in, is a "storeroom" within his own mind, which he has created to give himself more time to think. The Doctor reveals he had smelled the salty air earlier, which means the castle is standing in the sea. But jumping from a great height into the water doesn't guarantee that he will survive, so he needed to know the exact distance between the window and the water, which is why he threw the stool through the window. He listened for the splash of the stool reaching the water, which took seven seconds. Other things he had done in the room, including dropping the magnifying glass and the flower petals, were to determine other factors that he used to determine if he could survive the fall. "Rule One about being interrogated: you are the only irreplaceable person in the room. If they threaten you with death, show 'em who's boss. Die faster." The Doctor successfully dives into the water, but falls unconscious, represented in the mind TARDIS by everything turning off. The lights start turning back on and the mental manifestation of the Doctor wakes up to the sound of Clara writing on the chalkboard. He looks at the chalkboard to see what is written: Question 1 - What is this place? The Doctor asks why he can't just sleep. On another chalkboard, question two appears: What did you say that made the creature stop? The Doctor asks if he has to know everything. On a third chalkboard appears another question: How are you going to win? At that moment, the Doctor fully regains consciousness in the water. As he floats in the water, the Doctor makes a horrifying discovery. On the sea bed are many, many skulls. He quickly swims back to the surface, ending up at the base of the central tower. The Doctor walks inside and into a room with a lit fireplace. Warming his hands with the fire, the Doctor discovers an identical set of his clothes next to the fireplace. The Doctor takes the duplicate clothes and trades them with his own, making sure to place his clothes exactly as the other set were placed, before leaving the room. The Doctor finds a small room, with arrows pointing to a missing section of the stone floor. He looks up at the nearby monitor, noting that the Veil keeps coming for him. He asks why it does that. In the mental TARDIS, Clara writes on a chalkboard again: Wrong question! Upon asking her what the right question is, he gets a written response: Not why. What? The Doctor walks over to the monitor, pondering on the fact the Veil is tracking him. He realises that the Veil is trying to terrify him, as the monitors are set to show him where it is at all times. The castle and the Veil are a killer puzzle box designed to scare him to death. Smirking, the Doctor comments that it must be Christmas - this is exactly something that would be on his list. The Doctor heads down another corridor that leads him to an outside garden. He notices a rectangular mound of dirt in the centre of the garden, and a shovel nearby, which means something is buried beneath the mound that he is supposed to dig up. Grabbing the shovel, the Doctor contemplates whether to start digging, as it could be a trap, or a clue left by a previous prisoner. After all, the presence of the skulls proves that there were others here before the Doctor. Noting how slow the Veil is moving, the Doctor deduces he has an hour before it arrives, so he starts digging. Some time later, the Doctor is still digging, having not found whatever is buried, when he notices flies buzzing near him. Running to the nearby monitor he sees that the Veil is strangely standing in one place, staring at a smooth surface. The Doctor opens the door to leave the garden, only to discover the Veil standing on the other side. The Veil quickly tries to enter the garden, but the Doctor manages the force the door shut, and props the shovel against the door in a way to keep it shut. The Veil continues to try to force the door open a few more times, before walking away. The Doctor looks at the monitor and notes that the Veil has walked into the room with the missing section of the floor. Wondering where it's going, the Doctor looks around. The door is the only way in or out of the garden. "Well, since you're going.." he mumbles and grabs the shovel, resuming his dig. Hours later, when night has fallen, the Doctor stops digging and looks up at the stars. He frowns in confusion, noting something wrong with them, before resuming his digging. His shovel hits something. Digging with his hands, the Doctor uncovers the missing section of the floor from the other room. On it, words are written: I am in 12. At that moment, the Veil emerges from the ground nearby, having dug its way from the room to the garden. The Doctor walks into his mental TARDIS again, thinking about how he is going to get out of this situation. He tells Clara to ask him a question and she writes something on the chalkboard: Tell no lies. She then rewrites question two again. The Doctor did note that it was when he admitted to being scared to die, that the Veil stopped. But, it's not just the truth that the Doctor's captors are trying to get out of him. They want his confessions, the secrets he never tells anyone. The problem is that there are truths the Doctor can never tell, not for anything. But now he is scared and alone. Back in the real world, the Doctor confesses that he didn't leave Gallifrey all those years ago because he was bored, but because he was scared. The Veil backs off and the castle shifts again. The Doctor quickly climbs out of the hole and escapes from the garden. The Doctor then makes another discovery. The castle is standing in the sea, alone, with no other land anywhere nearby. As time goes on, the Doctor uses his hand to tap out the seconds it takes for the Veil to walk from one side of the castle to the other, where he is, in order to work out how much extra time he can get before the Veil shows up again. He can get 82 minutes to himself if he leaves the Veil in one extreme end of the castle when he runs to the other extreme. Having some soup at one point, the Doctor wonders if the teleportation sent him to Hell; he shrugs off the idea "That's okay. Hell's just Heaven for bad people." During this, he is trying to locate room 12, having noticed that the rooms are numbered, but due to the castle rearranging itself, the rooms are not in the correct order. He has also noticed that most rooms, after he has left them for a while, reset to the condition they were in before the Doctor arrived. The Doctor returns to the teleporter room, and looks at the nearby console. He then notices that two cords of the console are attached to a nearby skull. Detaching the skull, the Doctor notices that its owner had written one word in the sand before he died: bird. The Doctor wonders what it could mean, as he watches the word disappear from the ground. A wall nearby slides open, leading to a staircase. The Doctor uses the staircase, emerging at the roof of the tower. Setting the skull on a ledge, the Doctor looks around, knowing he is missing something. Earlier, he had located room 12, but found a wall behind the door, meaning he has to give another confession to access the room. The Doctor knows that the room is a trap of some kind. This whole thing is someone's game that the Doctor can't stop playing, a game that everyone who came before him has lost. Looking up at the stars again, the Doctor asks what is wrong with them. They are all in the wrong place for this particular time zone. If he didn't know better, he would say that he has somehow travelled 7,000 years into the future, but he know for a fact that he hasn't time travelled. As he ponders this, the Veil arrives, but before it can grab the Doctor, he mentions the Hybrid. Turning to face the Veil, the Doctor talks about the Hybrid. Long before the Time War, the Time Lords knew the War was coming. There were many prophecies and stories concerning it. One of the prophecies mentioned a creature called the Hybrid, who was half Dalek and half Time Lord, the ultimate warrior. The Doctor confesses that he knows that the Hybrid is real, that he knows where it is, and what it is. He confesses that he is afraid of it. The Veil backs off and the castle shifts again. When it does so, the skull falls from the ledge and into the water, joining all the other skulls already on the bottom of the sea. The Doctor quickly runs back to room 12, to find that the wall has slid away, revealing a long hallway. Walking down it, the Doctor finds a room, with a semi-transparent wall, with the word "Home" written on it. The Doctor realises that this is the final obstacle. He believes that the TARDIS is on the other side of this wall, one confession away from him. Using the sonic sunglasses, the Doctor determines that the wall is made out of Azbantium, a mineral four hundred times tougher than diamond. He also determines the wall is twenty feet thick. He then thinks back to the word "bird", and that's when his memory snaps back into place. The Doctor walks into the mental TARDIS, ranting over what he has remembered and what he must do. He tells Clara that he can't keep doing this. Clara writes question three again. The Doctor asks if he can just lose. It would be easy. All he would have to do would be to confess the secret details of the Hybrid. Asking Clara again, why he can't lose, he sees that she has written something new: No! The Doctor tells her that he remembers everything, and that she doesn't understand. He can remember it all, every time, and she'll still be gone. The Doctor collapses onto a stair, finally letting out his grief over Clara's death. Suddenly, Clara is facing him and talking to him. She tells him that he is not the only person who has ever lost someone. It's the story of everybody. She tells him to get over it, to beat it, to break free. She tells him it's time to move on. She tells him to get up and win. In the real world, the Doctor stands back up, seeing that the Veil has reached the hallway and is walking towards him. He apologises to it, saying he has no confessions left for it, but he will tell it the truth. Turning back to the Azbantium wall, the Doctor starts punching it, while revealing that the Hybrid is a very dangerous secret that needs to be kept. So, instead of confessing the secret, he will instead get out of here and find the ones responsible for putting him in here. As he continues to punch the wall, he decides to tell the Veil a story from the Brothers Grimm. He continues to do so until the Veil finally reaches him and grabs him, severely burning him. As the Doctor collapses to the ground, the Veil steps back and vanishes. Inside the mental TARDIS, the Doctor says that Time Lords take forever to die, even when they are too injured to regenerate; their bodies will try using all its regeneration energy to save them. As he says that, in the real world, he starts moving again, crawling out of the room. As the Doctor makes his way back to the teleporter room, he reveals everything he remembered. The castle was created specifically for him. There were no prisoners before him. The stars weren't in the wrong places and the Doctor didn't time travel. He's just been here a very, very long time. The Doctor reaches the teleporter room and stumbles over to the control panel. Since most of the rooms reset to their original condition, it's logical to assume that the teleporter room has also done so. As such, inside the teleporter's hard drive is a copy of the Doctor, as he was when he originally arrived 7,000 years ago. All he has to do is add energy to the teleporter to activate it, and the only energy source he has is himself. He has to burn the old him, to materialise the new one. Hooking up the two cords to his head, the Doctor pulls the switch. Collapsing to the ground, the Doctor only has enough time to write the word "bird" in the sand, before he dies, and his body fades into oblivion, leaving nothing but his skull. At that moment, the teleporter activates, materialising the Doctor in the chamber, exactly as he was when he first arrived, including the state of his memories, continuing the cycle he has been in for the last 7,000 years. He warns whoever brought him there that they will pay Clara's death. The Doctor continues to repeat everything over and over again, each time getting further into the Azbantium wall; he gets a bit more of his story out as the centuries pass. Each time, he is encouraged to continue trying to escape without revealing what he knew about the Hybrid; he continues to accept that he needs to keep fighting on to honour Clara's memory. Finally, the Doctor successfully breaks through the wall. At that moment, the Veil falls apart, revealing it to be made of gears. The Doctor steps through the opening, onto a desert world. The opening closes behind him, and the item generating it drops to the ground. Picking it up, the Doctor discovers he had been trapped inside his confession dial the entire time. The castle and sea are then covered by a mass of gears and the cover of the dial comes back over it. Just then, a boy runs up to him. The Doctor tells him to go to the city and tell someone important. "Tell them I'm back. Tell them I know what they did, and I'm on my way. And if they ask you who I am, tell them I came the long way around." The boy runs off towards the nearby Time Lord city, revealing that the Doctor is now on Gallifrey. The Doctor looks at the dial again and speaks to it. "You can probably still hear me. So, just between ourselves, you've got the prophecy wrong. The Hybrid is not half Dalek. Nothing is half Dalek. The Daleks would never allow that. The Hybrid, destined to conquer Gallifrey and stand in its ruins, is Me." In the Nevada desert, the Twelfth Doctor walks into a diner and is greeted by a waitress who looks and sounds exactly like Clara Oswald. Having no money, he tells her he can play his guitar as payment. She asks how he got there, to which the Doctor replies was by magic. Using his sonic sunglasses to turn a radio into an amplifier, the Doctor begins playing. The waitress says she believes him. The Doctor plays a piece of music, and she asks him if it is a sad piece. He says that nothing is sad until it's over, resuming his playing. He tells her that he thinks the piece is called "Clara". The waitress asks him to tell her about this "Clara". Walking through the desert-like plains of Gallifrey, the Doctor arrives at the old barn where he slept in as a child and worked out how to save his home. He climbs up into its loft, seeming nostalgic as he overlooks his old bed. A woman he recognises enters the barn; with the Doctor's face blocked by a beam, she cannot tell who it is, so she asks him to leave. Walking closer, she meets his gaze, immediately realising his identity; she warns the Doctor that "they" will kill him. In the chamber of the High Council, the Cloister Bells are ringing without end, warning of great danger. Rassilon wonders if that means the Doctor has returned; the General confirms it, radioing a guard named Gastron. Gastron has arrived via lift to the Cloisters, being advised not to approach them; he reports that Cloister Wraiths are more active. Rassilon wonders why the Doctor hasn't arrived yet. Ohila enters the chamber with two guards, annoying Rassilon that the Sisterhood of Karn would arrive uninvited; she tells him that at the end of time, one should expect the presence of immortals. Having heard that the Doctor has returned home, she came to see the resulting "fireworks". In the meantime, the Doctor is trying to enjoy a bowl of soup, with a small crowd of Gallifreyans watching him in awe. Gastron arrives in a military craft, asking that everyone back away; they don't comply, even when he warns that its for their safety. Gastron orders the Doctor drop his weapons and come peacefully. Instead of going with Gastron, the Doctor walks up and drags his heel through the sand, drawing a line; he then resumes eating his meal, unconcerned. Watching from the Council room, Rassilon wonders what the Doctor is up to; Ohila retorts that he's just finishing his soup. The General decides they should try talking to the Doctor; words are his weapons, but when did they stop being theirs? The General and some soldiers try, failing; so does the High Council. Rassilon wonders what the Doctor is doing. Ohila then goes on to explain the Doctor doesn't blame the Time Lords for the horrors of the Time War, just Rassilon. Finally, Rassilon himself arrives with his personal guard; the Doctor only responds with a simple "Get off my planet", clearly sickened not only by the horrors Rassilon created in the Time War, but for the centuries he kept him trapped in the confession dial. Rassilon does not take kindly to the Doctor's words, demanding he come with them. However, the Doctor still refuses to comply, forcing Rassilon to order his execution; he threatens them into complying by raising his Gauntlet. In the present, the Doctor explains this to Clara as Rassilon being a "gang boss" who hates him. Rassilon turns his back to the Doctor, ordering shots to be fired. He turns back around, angered and surprised that they all missed the Doctor, leaving a burned outline of him on the barn instead. Rassilon demands an explanation from Gastron, who explains that in the Time War, the first thing that was noticed about the "Doctor of War" was that he was unarmed, and that "For many it was also the last." Gastron throws his weapon to the ground and joins the Doctor, explaining that he served at Skull Moon with him. The rest of the firing squad follow suit. Raising his Gauntlet, Rassilon demands to know how many regenerations were granted to the Doctor back on Trenzalore, gloating that he's "got all night" to kill the Doctor's remaining incarnations. More ships from the Capitol arrive, much to Rassilon's joy. However, the General states that he did not call them. Putting on his Sonic sunglasses, the Doctor states he called them. In disbelief, Rassilon starta to gloat about his exploits, but the General forces his hand down, telling him to get off Gallifrey. Everyone has sided with the Doctor now. Later, a shuttle is seen leaving the top of the Capitol. On a balcony, the General then explains to the Doctor that Gallifrey came back into the universe at the extreme end of the time continuum, give or take a star system; thus anyone banished from the planet has little choice in where to go. The General asks the new Lord President if he's gone too far, but the Doctor grimly warns that he's barely started; the High Council is next to go on a shuttle. The Doctor demands to know why he was imprisoned within his own confession dial; it's meant to purify a Time Lord's spirit so they can be uploaded into the Matrix without regrets, not to be used as a torture chamber. The General starts to explain, but is caught lying by the Doctor a few times; seeing he can't prevent him from knowing the whole truth, the General explains in detail. All Matrix predictions foresaw the birth of a hybrid from two warrior races that will stand in the ruins of Gallifrey as it breaks millions of hearts to mend its own; the Doctor mockingly asks "what colour is is it?", pointing out "the problem with prophecies; they never tell you anything important." Ohila tells him he shouldn't be playing the part of the fool. The Doctor says he needs help; he turns down the General and Ohila, saying people with bad hats cramp his style. He needs to talk to an old friend. Clara's death by the raven is shown again; however, right before it kills her, time freezes. Confused, she looks behind her to see the Doctor looking out from Me's home. She then sees a light, with the future Doctor motioning for her to come into the light. Clara complies, finding herself in a sterile room with technicians and the General. Clara asks where she is and the Doctor tells her they are on Gallifrey "billions of years in the future and [that] the universe is pretty much over." Clara hears a ringing in her ears, as the Doctor and General argue over telling her the truth. The Doctor finally relents, and explains she is frozen between two heart-beats; the ringing was her realising that she can't hear her heartbeat anymore. Thus she doesn't have a pulse or need to breathe (though she still does so out of habit). The General goes on to explain that her death is a fixed point in time; they will return her once they find out what they can from her about the Hybrid. However, the Doctor takes the General's gun, threatening "on pain of death, no-one take a selfie". Clara is shocked by his actions, wondering what happened to him since she died. The Doctor asks for a human compatible neural block. The General informs the Doctor that his weapon has no stun setting, and that there is no way he'll allow the Doctor to leave the room with Clara. The Doctor coldly pronounces, "I will not let Clara die," before asking the General what regeneration he's on; confirming his regeneration is the tenth (meaning he is not at the end of his regeneration cycle), the General is wished good luck and shot. The Doctor takes the device and drops the gun, running off with Clara. Clara is shocked by what the Doctor has done, but he explains death on Gallifrey is basically man flu. Gastron arrives in the extractor room, reporting the regeneration; he asks the General if he's okay, finding that he's regenerated into a female. The General is glad to be back to normal, explaining to Gastron that her last incarnation was her only male body; and sneeringly asks "dear god, how do you cope with all that ego?" The moment she starts wondering where the Doctor has gone, Ohila enters the room; she explains that the Doctor ran straight into the most dangerous place on Gallfrey. The Doctor takes Clara to the Cloisters, an area located below Gallifrey's Capitol; it is guarded by the Wraiths, which only attack if they attempt to leave. Many enemies attempted to steal information from Gallifrey during the Cloister Wars, and were imprisoned within the vines - Daleks, Cybermen and Weeping Angels are among these victims. The wraiths use projections of enemies who attacked to attempt scaring them into retreating, to no avail. Clara asks what he's talking about, so the Doctor explains that "the Time Lords have got a big computer made of ghosts, in a crypt, guarded by more ghosts". The Doctor tells Clara that a boy once got lost in the Cloisters and was told a secret by the Wraiths that caused him to never be right in the head again. However, the boy knew where a secret maintenance hatch was. Clara asks if the boy told anyone, the Doctor tells her that the boy kept it a secret; last anyone heard of him, the boy stole the moon and the president's wife. Remembering back to when Missy told her about the Doctor's past, Clara realizes the Doctor was the boy in his story. The Doctor begins telling her about the time he spent in the confession dial; they are observed by the General and Ohila, who decide to go after them. Clara, meanwhile, is shocked to learn that the Doctor knew that the Time Lords were responsible for her death; he pretended to know about the Hybrid, so he could get back to Gallifrey and use their tech to resurrect her. He just "had to hang in there for a bit". The General and Ohila arrive via lift, demanding that the Doctor come with them; Clara silences them as she tries to get the Doctor to tell her how long he was trapped in his confession dial, getting no result. Wondering how long the Doctor spent inside the confession dial, Clara turns to the two and demands to know how long. Thinking a moment, Ohila says 4.5 billion years; the General explains that the Doctor could have left any time he wanted, just needing to tell the Time Lords what he knew. Clara is shocked by this, realising that she meant more to him than she thought possible. Turning to the Doctor, she tearfully asks him why he'd put himself through hell for so long, and he replies with a simple, "I had a duty of care", and the significance of what had become a mantra for him in recent adventures is brought into sharp relief. She tells him that "people like me and you, we should say things to one another" and, taking his arm, proceeds to do so - words kept private from the audience and from the General and Ohila, to whom she refuses to divulge what she said. Clara yells at the General and Ohila with a furious tirade - "Do you know why you have to hide here at the end of time? You are monsters! You are hated. You. Are. Hated. And by no-one more than me." Smirking, she then tells them part of what she told the Doctor; he doesn't need to worry because, they will be looking at her. The Doctor has gotten through the maintenance hatch, and is heading to the repair shop to steal a TARDIS; as one appears around her, Clara waves good-bye to them. The Doctor asks Clara what she thinks of the original design for the control rooms; she's not too fond of it. Ohila demands that the Doctor face her; seeing her face on the monitor, the Doctor opens the door and sticks his head out. Ohila points out that the Doctor has gone against everything he believes in, just to give Clara false hope; he just shuts the door and takes off. The General wonders where the Doctor is going; Ohila says "away". Inside the TARDIS, the Doctor tells Clara that they'll be having lunch, then breakfast, followed by cocktails with Moses, and then he'll invent a flying submarine because the fact no-one has is annoying. Once free of Gallifrey's time zone, he expects Clara's biology to start up again; however, she's still frozen. The Doctor takes them to Gallifrey's remains at the end of the universe, hoping that Clara's biology will restart now that there's nothing that can be damaged by his actions. However, the Chronolock is still on the back of Clara's neck; he's failed to save her, again, and begins ranting to her about no longer being accountable to anyone. Hearing four knocks, the Doctor tells Clara what's out there is "Me"; he leaves the TARDIS to find Me sitting in a chair next to a fireplace. The Doctor reminds Me that he told her the universe would be small when he's angry at her, asking if it's small enough for her now. Me explains that she's managed to stay alive by creating a reality around the Cloisters on Gallifrey; she's the last thing in the universe, having finally earned the title Me. Me tells the Doctor that he doesn't like endings, while she's come to love both the beginnign and ending of things, having seen the beauty in Clara's death. The Doctor tells her to "go to Hell, which is about five minutes away." Me then asks about the Hybrid, which the Doctor thought was her, human with Mire medical technology inside; Me speculates it might refer to the Doctor and theorises that the Doctor might be half-human. However, the Doctor brushes her off, asking if it matters. Following this, Me reveals her true theory: she thinks it's the Doctor and Clara - true companions who will go to extremes for the sake of each other. The Doctor denies the idea, until Me asks how he met Clara. Clara watches on the TARDIS monitor, realising that it was Missy that brought them together, just as the Doctor remembers. Being a lover of chaos, Missy chose Clara to make the Doctor more like her; she foresaw that the Doctor would become so attached, he would do anything, even risk the universe for Clara's sake. The Doctor informs Me the neural block will wipe Clara's memories of him, but promises to tell her before he does it. Clara watches on the monitor, coming to learn that the Doctor plans to erase all memory of himself from her, then drop her off somewhere to live her life. When the Doctor and Me enter the TARDIS, Clara argues with him, demanding to keep her memories and revealing she used the sonic sunglasses to "reverse the polarity" of the neural block device to erase the Doctor's memory if he used it on her. The Doctor is sceptical; however, they both agree to take a fifty-fifty chance to have one of them have their memories wiped at random. After Clara suggests they forget the whole thing and just "fly away somewhere", they both touch the device, and press the button. It turns out the Doctor is the one to lose his memories. He collapses in pain to the floor. Before losing his memories, he gives out advice, from "never be cruel or cowardly", to the more bizarre "never eat pears". He asks Clara for one last smile before he blacks out. Back in the present, the Doctor continues talking to Clara; he doesn't remember what she looked like, or the "very important" message she gave him in the Cloisters, but remembers their adventures and half-heartedly says he is trying to look for her. Clara tries one last time to spark a memory by outright suggesting that she could be Clara, only to have the Doctor assert that he would "absolutely know" if he ever saw her again, causing Clara to turn away to hide her tears. Looking around the diner, he suddenly recalls having been to it with Amy and Rory. He tells Clara that he is currently searching for his own TARDIS, as it has disappeared from where he left it in London. As he begins once again to play the sad melody he'd been playing, Clara smiles and reminds the Doctor what he told her about that memories become stories; while he can't remember what she told him in the Cloisters, she suggests sometimes lost memories become songs. The Doctor compliments the sentiment and momentarily turns his back, as Clara walks into the back room, which is revealed to the console room for the TARDIS they stole from Gallifrey. The diner vanishes, leaving the Doctor astounded as he realises he was talking to Clara; he then turns around to find his TARDIS, which still has Rigsy's graffiti memorial for her, left behind. The Doctor notices the portrait of Clara, but gives no indication whether he has connected it with the mysterious waitress. In Clara's TARDIS, Me, engrossed in a TARDIS Instruction Manual, tells her the chameleon circuit is broken, but Clara is unconcerned, saying that she likes it. Clara affirms that she still has no pulse and acknowledges that the universe still relies on her dying. She asks Me whether the Time Lords can return her to her place and time of death, knowing she will have to face the raven eventually, to which Me responds with the affirmative. Me asks Clara where will she go now, she replies "Gallifrey, the long way around": she isn't going back to face her death just yet. The two share a smile as Clara, having been undergoing training in how to use the TARDIS for a while (TV: Journey to the Centre of the TARDIS) sets the vessel in motion through the vortex. The Doctor boards his long-abandoned TARDIS and takes off, watching a new sonic screwdriver emerge from the console and launch into the air and catching it. He then sees Clara left a message for him on the blackboard - "Run you clever boy, and be a Doctor." As the TARDIS dematerialises, it does so without Rigsy's paintwork. The memorial on the front door flakes off piece by piece - any trace of Clara having been with the Doctor now gone. The Doctor's TARDIS is shown travelling through space, the Doctor once again setting off on a brand new adventure - unaware that Clara and Me's TARDIS quickly passes by his, setting off their own journeys through space and time. On Christmas Day, 5343, on the human colony of Mendorax Dellora, Nardole finds the TARDIS parked and knocks on the door. The Doctor opens the door, asking if there is something on his head; Nardole confirms that there are antlers on the Doctor's head. The Doctor closes the door, yelling at the TARDIS for trying to cheer him up with holographic antlers. He opens the door again, with Nardole asking if he's the surgeon; stating it's close enough, the Doctor is told that he's needed. He asks if there will be caroling, to which Nardole denies. They take off with Nardole explaining that they weren't sure where his "capsule" would land. The Doctor states it's a common thing for him, before stating he's had a bad day of "people turning into lizards" and a piano falling on him. As they pass the street, an elderly man with a bag asks a citizen if they were looking for a surgeon; obviously Nardole went the wrong way. Nardole brings the Doctor to a crashed spaceship. A cloaked woman exits the ship, asking who the Doctor is. Noting the Doctor does not look like the surgeon's photos, the Doctor jokes that it's an on-going problem. Sensing that the woman is familiar, the Doctor asks if they've met. She states they have not, removing her hood to reveal herself as River Song. Smiling, the Doctor says her name. River is shocked he knows her name, asking how he knows her. The Doctor laughs, stating it would take a flowchart; however, River doesn't take the hint. Nardole tells the Doctor that he must refer to her as Dr. Song, or Prof. Song. Annoyed, River tells them to never speak her true name again or she will remove their organs in alphabetical order. Amused, the Doctor asks which alphabet. River scowls and head back inside. Heading inside, the Doctor asks what the emergency is. River states that it's her husband. The Doctor is shocked, asking her to repeat that. River responds that her husband is dying. Stopping in his tracks, the Doctor is asked by Nardole if he's alright; not too pleased to hear River is married to someone other than him, the Doctor states "I'm going to need a bigger flowchart." River leads him to her dying husband, King Hydroflax. To the Doctor's disgust, Hydroflax recalls having many romantic nights with River. Due to the guards being genetically-engineered to have anger problems and sentient laser swords, Nardole tells the Doctor to not do anything upsetting, like crossing his arms; the Doctor tells Nardole that he's got cross arms, crossing them anyway. River then tells Hydroflax that she called in the best surgeon in the universe to save his life. The Doctor tells Nardole that he made a mistake, quietly; he tells him not to "make puddles". Seeing he has no choice by to help, the Doctor approaches to study the patient, being told bow in the king's presence. However, the Doctor states he cannot do so because of his back. He examines Hydroflax, determining that something is jammed in his head. River takes him to an adjacent room to discuss the operation he is supposed to be performing. They are interrupted by Hydroflax who has listened to their conversation. Hydroflax reveals he is nothing more than a head on a mechanical body. River notes she thought it was strange they never shared a bathroom. He demands to know who his wife really is; River tells him that she's Professor River Song, archaeologist hired to retrieve the diamond and give back to the people he's taken so much from. She's even got a sonic trowel. While River defends herself the Doctor grabs Hydroflax's head and threatens to put him in the garbage disposal, creating a stalemate and allowing Ramone, River's contact, to teleport her and the Doctor. The two end up in the snow, laughing at the ridiculousness of being threatened by a bag, which has Hydroflax's head in it. The Doctor now thinks River was just messing with him, asking if she really does know who he is. River states that she does not, as Ramone arrives; River pulls him into a kiss. The Doctor wonders "doesn't [kissing] get boring? It's not a varied activity." River reveals Ramone is her (third) husband, whose memory she wiped of their marriage because he was getting annoying. The Doctor sarcastically asks if she's going to murder him as well. Ramone informs River that he has not found Code Name: Damsel in Distress, despite his capsule being in the village. River asks Ramone if he's sure as he does have twelve faces. Ramone unfolds twelve pictures, which are of the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, War, Ninth, Tenth and Eleventh Doctors; he adamantly states that none of these men are in town. River is flabbergasted as she crashed Hydroflax's ship in this location because it's where she had the best chance to meet up with the Doctor. Deciding to tease River, the Doctor states that he may have a face she doesn't know about; knowing the Doctor wasted a regeneration, River states that he has "limits." On board Hydroflax's ship, his robot body decides to upload information about River Song from Nardole; it does so by decapitating him and placing his head in place of Hydroflax. It now has the information about where the TARDIS is located and that River is known to be associated with it. The Doctor follows River and Ramone to the TARDIS, where River states she'll just borrow it. Taken aback by this, the Doctor notes that "Damsel" sounds dangerous and might be angry with her for stealing his ride. River states that he's never noticed before when she borrowed the TARDIS and put back where it was before, so why would she worry about it now. Aggravated to hear this, the Doctor states that he'll start noticing NOW. River sends Ramone off to get ready for their beach holiday. She heads inside, telling the Doctor that it's not as snug as it seems inside. Seeing it's "his turn" to play the shocked companion, the Doctor pretends to be shocked by the "bigger on the inside", giving a better monologue than others. The Doctor is then shocked to see that River turned one of the roundels into a cupboard for alcohol. Outside, Ramone is heading back to his own ship to head to his vacataion spot to wait for River. He hears Nardole calling for help. He finds the robot holding Nardole at gunpoint. Confused, Ramone asks why Nardole is aiming a gun at himself. Nardole states he's not, it's the artificial intelligence controlling the robot. The robot demands that Ramone deliver a message to the former queen River Song. Ramone asks what the message is that he's supposed to deliver. Inside the TARDIS, River preps things for taking off; the Doctor suggests several buttons, which she explains don't help pilot. The Doctor learns to his shock that one button actually causes the waste tanks on Deck 7 to be released. Deciding to avoid Deck 7 for a while, the Doctor watches as River tries to take off; however, the TARDIS refuses to budge. With her confused, the Doctor reveals that the "real time" envelope cannot be sealed as the TARDIS registers Hydroflax as inside and outside at the same time, due to the head's life-support being connected with the robot body. Being called good for a doctor, the Doctor is annoyed River still hasn't figured it out. A knocking is heard on the door, with Ramone yelling for River. River opens the door to find Ramone's head on the robot body; apparently, the robot's answer to everything is to cut off someone's head and use it. It starts attacking, with the Doctor grabbing Hydroflax's head. He threatens to send Hydroflax down he trash shoot if he doesn't "get himself under control." This works, with River piloting the TARDIS to land in the starship Harmony and Redemption. To the Doctor's surprise, River pulls his hand instead of the other way around, leading him out of the baggage area and shutting the door behind them. River meets the Maître d', Flemming, who has met her before; apparently, his children have eaten their mother in a "lovely ceremony" and are still digesting her. River asks him to deadlock seal the baggage hold, reminding him of the trouble it caused when he didn't during the last time when she was transporting dragon eggs. Haunted by the very memory, Flemming tells her it will be done; the doors are locked just as the robot pounds on them to get out. Flemming asks if the Doctor is here for dinner, which River confirms; he grabs the Doctor, saying that he'll have the cooks prepare him immediately. However, the Doctor stops him and River explains that he will be JOINING her for dinner. Flemming tries to pass off his blunder as suggesting her guest would need force-fed. Flemming leads them to the dinner room, hearing Hydroflax's muffled yells. The Doctor passes it off as his stomach being upset. River stops, stating she needs to change her clothes. She takes out a perfume bottel and sprays herself, turning her clothing into a dinner gown. "Not bad for 200, eh?" River smirks. The Doctor is taken aback by this; even though River has some Time Lord DNA, she still mostly human and therefore should not have been able to live this long. River explains that she had her lifespan augmented. Taking a drink from a serving tray, River explains that the ship is full of people like her or worse. Suites are reserved for world destroyers. Even the staff needs a provable history of indiscriminate murder. "This is where genocide comes to relax. Do try the fish." In the dining room, River reads her diary as the Doctor fidgets nervously. The Doctor notes deadlock seals can be broken; "by geniuses" River retorts, and a robot body isn't going to be one. He inquires as to why they're there, to which River says she's waiting for the person who answered her advert for selling the Halassi Androvar. The Doctor is surprised, wondering why River would do this when she was hired to bring it back to the Halassi. Laughing, River asks if the Doctor was born boring or he had to work hard to be so. Seeing River frowning at her diary, the Doctor asks if it's a sad story; she notes the one who gave it to her knew how long it should be, and there are only a few blank pages left for her to write in. A man with a large scar across his face walks up to them asking for Song. Introducing himself as Scratch, a representative of Shoal of the Winter Harmony, he is silenced by River, who asks if he's empowered to purchase. They squabble over showing the merchandise or the payment. Scratch pulls the right side of his head open, removing an orb; disgusted, the Doctor tells him that he should be doing that where people eat. Scratch explains that the orb connects to every bank in the universe; once given commands, it will give River any amount of payment she desires. Happy, River gives him the bag, telling Scratch he might need a spoon to dig for the diamond. Annoyed, Scratch reveals that he filled the meeting point with members of his own species to ensure honest transaction. In the meantime, Flemming is informed by another member of the staff of a situation in the baggage hold. Ramone appears on the monitor, stressed and demanding to be let out; unknown to Flemming, the robot body is holding a gun to his head off-screen. Flemming decides to go down and check things, getting held hostage by the robot body. It wishes to take his head for new information, but Flemming offers to give the body a head fit for a king instead. Back in the dining room, River and the Doctor discover that Scratch and his compatriots worship King Hydroflax and are after the diamond in his honour. Despite attempts to hide the bagged head containing the diamond, they are forced to reveal the truth to create a distraction. Though it's considered heresy to try paying for the king, the Doctor laughs "He can't be much of a king if you can't put a price on his head." They toss Hydroflax away and flee, only to be stopped by Flemming. The robot body enters, with Hydroflax happy he will be whole soon; however, the body stops short and scans him. The brain damage is now beyond recovery. Hydroflax orders his body to do whatever it takes to save him; it comes to the wrong conclusion that it needs a new head and disintegrates Hydroflax, leaving the diamond behind. Flemming takes River's diary, explaining it is a guide to the best replacement head in the universe: the head of the Doctor. Scratch backs this up as the Doctor is a legendary being with multiple faces, which would be Hydroflax's crowning achievement. (It's bizarre that they still consider the robot to be the king, when the head was actually the real Hydroflax.) Flemming reads the diary, noting River's been to Asgard for a picnic, the crash of the Byzantium (which was turned into a movie), has met Jim the Fish (who is known by everyone in this era) and has just been to Manhattan (which Flemming thinks is a planet). River is asked for the whereabouts of the Doctor, to which she truthfully doesn't know. The robot confirms it with a scan. However, Flemming believes that putting the Doctor's consort in danger will draw him in. However, River snaps at him; though she loves the Doctor, he never once said that he loved her. River tells them to scan for two hearts and stupid clothes, but they won't find him. The Doctor tries telling River who he is, but stops when River tells them the Doctor is above falling in love; "You don't expect a sunset to admire you back. When you love the Doctor, it's like loving the stars themselves." She then adds that he wouldn't be sentimental enough to be stuck in this situation with her. Breathing heavily from venting her feelings, River notices the Doctor's steady gaze and mild smirk. She gives a confused look, to which he says "Hello, sweetie." Seeing how dense she's been, River tells him he'll be doing his roots, as the Doctor taunts her with the romantic poetry she used to describe her love for him; she then tells him she was just buying time until "it" happens. The robot body tells them to stop talking. River asks the Doctor where the safest place would be if a meteor strike were to hit, and the Doctor tells her right where they are as it doubles as an escape route. Flemming asks what she means as the speakers announce he meteors' arrival; he asks River how she could have known. Smiling her usual dark smirk, River tells him that she's the archaeologist that dug his remains up in the future. The meteors hit and the floor gives way, allowing the Doctor and River to flee into the lower floor. River tells the Doctor that she bought a guide book that tells her when a restaurant will be destroyed; therefore, as a time traveller, she can get a free meal, as long as she doesn't go to the same place twice and create a paradox. The Doctor asks River if she likes his new body, to which she says she hasn't seen properly yet; however, she then wonders how he has a thirteenth one, as he ran out of regenerations. He tells her that a thing happened, to which she knows is the usual with him. The diamond falls down towards them, with River catching it in her dress. Hydroflax's body arrives to take the Doctor's head; the Doctor tells River to go stop the crash while he deals with this moron. The robot body cannot comprehend that even if it gets the Doctor's head, it won't survive the crash. Seeing the orb Scratch gave River, the Doctor grabs it and tells the robot that all kings need money. It demands he demonstrate. The Doctor attaches it the base of the robot's neck and the A.I. begins sputtering randomly. "Welcome to the best firewalls in the universe. Nothing is protected like money." The robot garbles that it doesn't understand, to which the Doctor says is the same for everyone else. "He had a bad day at the bank." the Doctor tells an employee as he laughs at his own jokes and runs to join River. In the bridge, the Doctor finds the crew gone and River working at the controls. They start arguing over the marriages that the other had; the Doctor married Marilyn Monroe and Cleopatra, while River married Hydroflax,. Ramone and Steven Fry. While the ship is crashing, River realises that they are heading towards the planet Darillium. River remembers that he always promised to take her there to see the Singing Towers, but always canceled at the last minute. The Doctor retorts "I'll make sure to give them a wave as we pass by." Trying to save River, the Doctor tricks her into being teleported back to the TARDIS. However, she pilots it abck to him. As they have entered the planet's atmosphere, they give up on saving the ship and take shelter in the TARDIS. The resulting impact of the crash knocks River unconscious. After avoiding taking River to Darillium for as long as possible to avoid their last date together mentioned by her future self, the Doctor decides to give in to the inevitable. After travelling to the next morning, the Doctor suggests to a man searching for survivors of the crash that he build a restaurant where they're standing, with a view of the Singing Towers, and gives him the diamond to fund its construction. Travelling forwards in time once again, the Doctor enters the now-built restaurant and books the table on the balcony for Christmas Day in four years' time. When River awakes, she exist the TARDIS and is told by the receptionist that the Doctor is waiting for her. Changing for the occasion, River asks if they have a good table, to which she is told is the best in the house. To her shock, River runs into Hydroflax's body, now peacefully controlled by the heads of Ramone and Nardole; thanks to the Doctor attaching the orb to the robot, the A.I. was deleted in a bank merger. The body was pulled from the wreckage and the two of them have been working as a waiter in the restaurant since then. River shows attraction to Ramone's new body, but is told to calm down by the Doctor, who has arrived in a new suit. To her surprise and joy, it contains the sonic screwdriver she will use in the Library; "I saw the sonic trowel, and thought it was embarrassing." The Doctor demonstrates it to River, discretely scanning her into the neural relay hidden in it, so his tenth incarnation can upload her data ghost into the virtual world in the Library computer. River laughs with joy, as the Doctor hands her Christmas present back to her. The Doctor leads River to the balcony, which has an amazing view of the Singing Towers. River listens in awe to the beautiful music. She then notices the Doctor is crying, something he blames on having wind in his eyes. The Doctor states that it is, the wind blowing through the crystal formations inside the towers cause the music, according to some legends. He asks why River is ignoring the Towers, to which she sadly says "[you're] ignoring me." River reveals that her diary is nearly full, and asks whether the stories that this will be their final night together are true, to which the Doctor only responds by saying, "Spoilers": after knowing River for so long he had finally caught up with her in his timeline, and can't bring himself to reveal that this would indeed be their final night together. River begs him to find a way around this event, but he insists there's no way to avoid the end of their times together and refuses to tell River the future. They both discuss the fleeting nature of things, River pointing out that "happily ever after" does not mean "forever", just "time". Fearful that not much time is left before they part, River asks how long a night on Darillium is. Smiling, the Doctor informs her that one night on Darillium lasts for twenty-four years. Overjoyed, River once more tells the Doctor, "I hate you." He again replies, "No, you don't." As the two smile at each other The words "And they both lived happily ever after" are displayed on-screen. Little by little, the message dissolves into gusts of snow, becoming more truthful as it gets reduced to "And they both lived happily", then only "happily", until it has all been swept away. In a castle in Essex in 1138, the Doctor is meditating. As Bors runs in, the Time Lord stirs, and asks Bors how many days he has been there. Bors informs a disbelieving Doctor that he has been there about three hours. Bors asks the Doctor if he had another friend. The Doctor, unsatisfied with the quality of the water in his chalice, exits the castle to build a well. Bors and his men begin to dig a well on the Doctor's orders. Five days later, they have tried eleven different spots and none of them have yielded water. Seven days later, they finally dig a well. Bors offers the Doctor a bucket of it. Uninterested, the Doctor suggests a visitor's centre for the well. Bors drops the bucket back down the well, deeply frustrated by the Doctor's actions. Five days later, the Doctor is practising his magic tricks. Bors alerts him to the fact that his order for the throne room extension has been filled - except for the sun-roof since nobody knows what a sun-roof is. The Doctor, in an attempt to test his magic, asks Bors where the coin he had been practising with is, to which Bors replies that it was still in his right hand. Frustrated, the Doctor protests, bluffing that the coin is not there. Bors continues to question him on what his presence means. The Doctor concedes that he is not the idiot he originally thought him to be. Four days later, Bors prepares the Doctor's final meditation; he and the Time Lord converse, the Doctor claiming that he only has one day left and must genuinely dedicate some time to thought. Bors replies that he believes the Doctor incapable of silence. Bors leaves the Doctor, only for the Doctor to call him back a few moments later, to offer him a joust. Bors stands his ground, demanding an answer or he will not leave the room, intending to force the Doctor to tell him his story. The Time Lord states that he recently let someone down; he found a battlefield, and although he had come across many before, this one would be his last. On another world, the sound of gunfire and shouts of soldiers penetrate the mist. On Christmas Eve, 1990s, New York City, a boy named Grant wakes up during the middle of the night to find the Doctor swinging from his ankles in front of his bedroom window. He asks to be let in, and Grant goes to ask his mother; Grant lets the Doctor in. Confused, the Doctor asks what Grant told his mother; Grant said there was "an old guy" at the window. Realizing that Grant has mistaken him for Santa, the Doctor gives a "ho ho ho." Reading through some comics Grant has, the Doctor is given milk and cookies. He draws Grant's attention to a Superman comic; the Doctor points out how ridiculous it is that no-one can tell that Clark Kent and Superman are the same person just because of a pair of glasses. They head to the roof, with the Doctor now confused about Spider-Man, whom Grant tells the origin story of; however, the Doctor believes getting bitten by a radioactive spider would result in radiation poisoning. The Doctor reveals a device he is unable to describe in simpler terms than a "time distortion equaliser thingy". There has been a lot of temporal problems in New York, and he's trying to straighten them out. Hearing Grant cough, the Doctor hands him a glass of water from his pocket; when asked how that's possible, the Doctor states he has "skills." He also hands him a red gem. Grant asks why the Doctor is working on the device; he thought he was setting a trap. The Doctor explains that he accidentally fell into a trap he set to protect from people who would mistake it for a Christmas tree and steal it; it's science, it's supposed to look like something somebody already knows about. When asked for his name, the Doctor states that he is the original Doctor that started the title; "now anyone who wants to be called clever, calls them-self a doctor." Amused, Grant tells the Doctor that if he was a comic book character, he'd be called "Doctor Mysterio". The Doctor is likewise impressed with the title, saying it himself in a dramatic voice. He asks Grant if he wants to turn on the machine, showing him a slot for a gem stone he handed him. He explains that it's called the Hazandra or the "Ghost of Dreams and Wishes". It takes power from the nearest star to make the wisher's dream come true. The Doctor intructs Grant to put the gemstone inside the device. However, Grant reveals that he thought the gem was medicine for his cough and swallowed it. Grant begins to levitate, as the Doctor tries getting Grant to calm down, but the boy does the opposite, launching them into the air. Years later, a man awakens to the sound of crying baby. He rushes out of bed and tends to the little girl. He calls the mother, whom works for as a nanny, assuring her that her daughter is safe and sound. A red glow from his chest reveals him to be Grant as an adult. On top of the Empire State Building, Grant asks what is happening, and the Doctor tells him that the gem has granted what it thinks he wants: superpowers. Sometime later, a conference is held at Harmony Shoal, where Mr. Brock is questioned by Lucy Fletcher as where the benefactors for the organization are. Brock jokes that he killed them all and buried them in his backyard. Nardole asks where the little boys' room is, but becomes confused by the American terminology. Brock is approached by Dr. Sim, who tells him something is wrong. He tells Sim to meet him at midnight. Lucy speaks to a woman on the cleaning staff at the same time. Come midnight, Dr. Sim leads Brock to a vault where brains are being held; unbeknownst to them, Lucy has followed, having disguised herself as a janitor. Brock tells Sim that he knows that the brains were donated by the benefactors for a secret project that even he is not allowed to know; Dr. Sim then tells him that there are more brains in there despite no deliveries being made to Harmony Shoal. Outside the vault, Lucy hears someone eating and turns to find the Doctor next to her. The Doctor tells her he broke in too, and has brought sushi; according to him, bringing a snack is the mark of a pro. Told to tap the glass of a container, Brock complies and suddenly the brain inside sprouts eyes. Scared, Brock punches Sim in the face, dislodging the right side of his face, and spilling some blue liquid; Sim puts his head back in place, showing he's not human. Sim points to tank without liquid, which he says is the brain of the real Sim; they switched "containers". Brock asks what happened, and Sim states it's the same thing that's about to happen to him: "a change of mind." Surgeons emerge from hidden compartments and surround Brock, and Sim locks the screaming man inside of the vault. The Doctor and Lucy run away, with her revealing her true identity to him; after her shock, the Doctor jokes it's spooky how that happens. When asked for his identity, the Doctor calls himself "Dan Dangerous of Scotland Yard." He looks at a map showing where Harmony Shoal has set up shop, which is every capital city on the planet. Nardole arrives, noting that New York is not a capital city. Annoyed, the Doctor tells Nardole that he's not there to point out his mistakes; he then realizes Nardole was right. Sim confronts them with a gun, intending to kill them as security might leave them alive; it would leave too many questions. However, the Doctor makes the situation a stalemate as no-one will believe he shot three people in the back in self-defense, making Nardole and Lucy turn their backs to Sim with him. The situation gets stranger as they hear knocking on the window of the 100th floor. Lucy turns around in shock; it's the Ghost, a superhero vigilante. The Ghost snaps his fingers and the window shatters; Sim is impressed, as that window was designed to withstand the force of four nuclear bombs. Sim shoots the Ghost, but the bullets fly off of him; the Ghost picks up Sim and tosses him into the map, stating he doesn't like causing long-term harm, but moderate harm is fine with him. He reveals that he knows Lucy's work for the Daily Chronicle, stating it's opinions are too biased; she says she'll have a word with her boss. The Ghost asks about the Doctor and Nardole, to which the Ghost and Doctor exchange greetings that seem to identify themselves to each other. Asking Lucy if she needs a lift, the Ghost carries her out the window and flies into the sky. Heading to the window, the Doctor scowls after the Ghost, muttering "Grant." In the past, on top of the building, the Doctor tells Grant that once the gem is gone from his body, his powers would go away, and makes him promise to never use his powers. The Ghost drops Lucy off, before noticing a monitor flashing on his belt. She jokingly asks if the "Bat signal" was an app now, before the Ghost flies off. The Ghost returns home, changing out of his uniform and back into his civilian clothes. He heads to the nursery, where he finds the Doctor cradling the baby, revealing that he tracked him by the gem fused to him. He also states that no superhero should leave a baby unattended; Grant defends this as being able to be back faster than most parents can get to their children. The Doctor hands the baby to Grant, who reveals that he works as a nanny; "got to make a buck somehow; you don't get paid for saving the world." The Doctor tells him that he thinks this is insane, and that's saying something coming from him. Nardole agrees, giving Grant a bottle for the baby. When asked how complicated he needs his life to be, Grant tells them less than it's about to as the mother of the child comes home: it's Lucy! To keep Grant's identity a secret, the Doctor lies that he came to see how she was out of concern; he got to Lucy's home before she did as a show of how concerned. Lucy accepts this, taking her daughter from Grant to put her back to sleep. The Doctor and Grant talk out on the fire escape. Grant has been in love with Lucy for 24 years, but never had the courage to confess to her. Then a few years back, they met again; however, Grant's best friend was with him as well, and Lucy married him instead. However, once baby Jennifer came along, the father ran off with another woman; Grant saw his chance to get close the Lucy again, becoming Jennifer's nanny. Amused, the Doctor points out Grant left the field open for others to try dating Lucy instead of him. The Doctor yells "Thank you!" to sky, confusing Grant; the Doctor states that he is thanking the universe for letting him meet someone who is worse at having a normal life than him. Hearing a siren, Grant takes off as the Ghost, leaving his glasses behind. Jennifer arrives moments later, asking the Doctor to come in for an interview. Using the squeaking noise of a Mr Huffle to torture the Doctor, Lucy gets him to confess to not working for any agencies and that the Ghost is not involved with the goings-on at Harmony Shoal. Catching sight of the Ghost on TV, the Doctor directs Lucy's attention to it; the Ghost is being interviewed after helping stop a fire, telling the viewers to get smoke detectors for fire safety. Throughout the night, Grant takes off to help out. Lucy asks the Doctor if he can set up a meeting with the Ghost; that moment, Grant calls her as the Ghost, setting up an interview the next night. Lucy catches Grant just after he hangs up, telling him that she needs him to watch Jennifer tomorrow; Grant tries to weakly protest he has a date, but gives in. At Harmony Shoal, Sim greets his brother alien now in Brock's body. Despite Brock's skull being too small, Sim assures his brother that it will soften with wear. Sim shows him footage of the Ghost, who they believe is the finest "vehicle" available on the planet. They watch footage of the Doctor, who suddenly shouts "boo!" It turns out he's right in the next room. The Doctor tells the duo that he offers them mercy, and won't follow them off the planet if they leave now. Taking this as a declaration of war, "Brock" opens his head and pulls out a gun. The Doctor tells them that they are just another attempted invasion of the planet, which will fail like all the others. The Doctor holds out a burger, which is confiscated by Sim. He reveals to them that he knows what their plan is: "unzip" the heads of the world leaders and place their alien comrades inside to conquer the world. However, the White House and the Kremlin would be the hardest places to break into due to "big fences, shouty people and cross dogs." Sim reveals that they plan to make the leaders come running to them. The Doctor whistles, telling that it won't work. Sim wonders what he took from the Doctor, to which he is told it's a burger; "Always carry a snack; don't want it now. He's put me off my lunch." The TARDIS materializes around the Doctor. Inside, the Doctor finds Nardole in robes from 12th century Constantinople; it took a few hit-and-miss tries to pick up the Doctor. The Doctor asks for the facts, as he's saving the planet; Nardole states that's what he does whenever the conversation becomes serious. Annoyed, the Doctor tells him to be nice to the person who "glued" his head back on. The Doctor pilots the TARDIS, landing "where they were, except not." They head outside, into the Tokyo branch, where everyone is rushing out of the room. The Doctor explains that the flooded the downstairs with Pokemon. The Doctor searches the computers, finding a signal being sent into space. In New York, Grant wishes Lucy luck during her interview; she's wearing a trench coat, stating that it's not a date. When she leaves, he changes into the Ghost and heads to the roof with a picnic. To his surprise, Lucy arrives in a red dress she keeps for dates. They start the informal interview, with Lucy asking some too-personal questions, such as the Ghost's sexuality. The conversation then goes to the superpowers that the Ghost has: he has flight, super-strength, invulnerability, super-hearing, pyrokinesis, and x-ray vision. When asked if x-ray vision is tempting, the Ghost states adolescence was difficult because of it. The Ghost tries revealing he's Grant to Lucy, who keeps looking in the wrong direction when his mask is off; at the same time, Lucy reveals that she has been developing love towards Grant for always being there for her. When she turns back, the Ghost is masked again, telling her Grant must be admirable. In space, the TARDIS floats outside of a ship. The Doctor states that it's empty because the lights are off. They land inside, only to be attacked by androids that chase them to the bridge. Sim contacts them via the monitor, with the Doctor curious as to why the ship is pre-programmed to fall on New York. Sim states that when the time is right, they will drop the ship on New York, destroying everything except the Harmony Shoal building; the world leaders will be tricked into thinking it's a safe haven and will get their brains replaced when they arrive. Seeing Sim just told him the time is wrong, the Doctor starts messing with the controls, which causes the ship to start falling towards Earth prematurely. Telling Nardole to say "Whee!", the Doctor smiles madly. Back in New York, Brock arrives at the rooftop to switch the Ghost's brain with an alien. Brock assures that the procedure will be painless, before telling the Ghost that he was talking to his fellow alien. The Ghost flies off, leaving Lucy behind on her suggestion. Brock threatens to bring Jennifer up as another hostage as Grant arrives as himself, telling Brock he's not going to touch that baby. With another hostage, Brock calls for the Ghost to come back or Lucy will die. Suddenly, everything begins shaking; Brock looks up to the sky with horror, knowing it's his ship. Grant hears the Doctor; he's using the sonic screwdriver to speak to him on a frequency only he can hear. The Doctor tells Grant to stop the ship or all life in New York will perish. Seeing he can't keep his dual life secret anymore, Grant tells Lucy to duck in his Ghost voice. Moments later, the Doctor shakes Nardole awake, telling him that a "shock-absorber" stopped the ship from blowing up. In the streets below, hundreds of people and police watch in amazement at the sight of a spaceship seemingly floating on a rooftop. On the roof, Grant tells Lucy he's sorry for not telling her, and to not slap him as he's holding a bomb. The TARDIS arrives, with a happy Doctor walking out, telling Brock they couldn't defeat Grant because he's left-handed; Grant never let's go of the baby monitor in his right hand out of habit. Lucy tells Grant she preferred him in his superhero outfit, putting his glasses back on and kissing him. The joy from this has Grant flying off with her. The Doctor tells Grant to toss the ship into the sun when they're done. The Doctor reminds them that Jennifer is still in the apartment. Grant tosses the baby monitor to the Doctor, who hears Jennifer calling for something. Brock holds the Doctor at gunpoint, but is told to give up as a helicopter from UNIT has been sent to close their "head office". Brock warns that Harmony Shoal's vengeance is known and feared throughout five galaxies, the Doctor scoffs at this, telling him Jennifer needs changing "You're not the only one whose full of it." At Harmony Shoal office, the workers are being forced to leave the premises. A UNIT soldier comes upon Sim's body, which is now empty of the alien that replaced his brain. He asks the soldier who found it if the body was already like this; he confirms it. The officer states that he'll put a call in to Osgood; UNIT needs to be on alert for the presence of this rogue alien. The soldier turns around after his superior leaves, revealing a long scar on his face; to avoid capture, Sim transferred himself into this soldier's body. Back at Lucy's apartment, she and Grant are now a couple; both now happy to have someone who truly cares for them. Grant has also decided to quit being the Ghost unless he is absolutely needed again. The Doctor heads for the TARDIS after giving some bitter-sweet advice. When asked if there's something bothering him, Nardole explains the situation to them. The Doctor is still grieving for the loss of his beloved wife River Song; for some time, the Doctor is going to be sad. However, Nardole is with him to make sure the Doctor doesn't stray from being who he really is. He leaves as well. Lucy turns to Grant, telling him he never really explained who the Doctor was. Smiling, Grant tells her "Doctor Mysterio". Having seemingly heard Grant, the Doctor smiles and starts up the TARDIS. The TARDIS flies away, taking the Doctor and Nardole off to their next adventure. The episode opens with an empty university professor's office; nobody is in. The sound of mechanical whirring is heard for a while before the door opens and Nardole leads a woman called Bill Potts in; he gestures for her to take a seat at the professor's desk. A bolt falls out his arm, but he discretely kicks it away before Bill can notice. He leaves without a word, leaving Bill to wait for the professor to arrive. Putting his guitar away, the Doctor takes his seat and asks Bill for her name. He wonders why she's been attending his lectures as he knows she is not a student at the university. She admits that she actually works at the university canteen, but attempts to deny sneaking into the Doctor's lectures. He counters that he has seen her and asks again why she keeps turning up. After fumbling over a story about a girl she fancied in the canteen, Bill confesses that she loves his lectures and always wanted to attend the university. She then challenges him, asking why the man has taken an interest in her as "plenty of people come to [his] lectures that aren't supposed to". He explains that he has noticed her because she smiles when she doesn't understand something, whilst the majority frown. Bill asks around about the Doctor, saying that it's rumoured he's lectured for over 70 years. The Doctor thinks she's asking about his age, but Bill says that she wants to know what subject he's supposed to be lecturing on. It seems he has permission to talk about whatever he wishes; on one occasion, he was supposed to give a lecture on quantum physics, but talked about poetry. He tells her that they're basically the same thing because of all the rhymes. The Doctor offers to be Bill's personal tutor, and sort out her enrolment with the university, on the condition that she comes to his office at 6pm every weekday (even if someone is dying) and that if she gets anything less than a First on every assignment, the tutoring will cease. As she leaves, she asks what she should call him, as everyone calls him the Doctor. He tells her it's what he's called. Bill is sure this cannot be his real name, asking "Doctor what?" The Doctor just smiles. Bill goes through her daily routine: serving chips, attending the Doctor's lectures and tutoring sessions, and returning home to her foster mother, Moira. Bill explains that the Doctor is kind of her foster tutor, as Moira goes over Bill's assignments, where she has scored at least 87% in each subject the Doctor has taught her, even very obscure topics. Moira is worried that the Doctor might be some kind of paedophile, warning Bill to be careful of men. Annoyed, Bill mutters under her breath she's not interested in men. The Doctor gives a lecture on the concept of the passage of time; in truth, time doesn't pass, because life is a great magician that only allows people to live one day at a time. As people remember living yesterday, they hope they'll live another day tomorrow. He further explains that each day is like a photo, a frozen moment, which, like a movie, when played in quick succession, comes alive. The Doctor tells his audience to imagine all time happening at once. Every moment from birth to death, all the triumph and heartbreak of their lives comprising an entire city; it's the best place a person can ever hope to be. Writing on the chalk board, the Doctor calls this Time and Relative Dimension in Space, going on to say "it's called life". That night, when out at the student bar with her friends, Bill's eye's meet those of another girl across the room. As she heads to the bar, Bill bumps into her and notices that the girl has a gold pattern like a star in her eye. The next morning, Bill sees the Doctor and Nardole suspiciously hurrying through the university quad and decides to follow them out of curiosity. The pair descend into a hidden vault under the university, and Bill is surprised to find that the security door opens for her. She overhears snatches of their converstaion but accidently kicks over some clutter on the floor and fearing detection, hurriedly makes her way out again. Outside, she notices Heather, whom she recognises as the girl from the bar, sitting on a bench looking distraught. Bill asks if she is okay and enquires about the star in her eye, but Heather brushes this off as a "defect in the iris." Sensing that Heather is troubled, Bill asks if she is "freaking out about something." Heather hesitates, before asking Bill to come with her and see something; Bill accepts and they set off across campus. On the way Heather says that she hates the university but doesn't know why, remarking "Everywhere I go, I just want to leave." The pair arrive at a concrete service yard behind one of the university buildings, entering through a gap in the security fence. Heather points out a mysterious puddle on the concrete that ought not to be there, as it hasn't rained in a week. When Bill finds this unremarkable, Heather asks her to look at her reflection in the puddle and tell her what's wrong with it. Bill notices that her face does appear wrong in the puddle's reflection, but can't figure out how. Whilst Bill ponders the unsettling reflection, Heather is overcome by her desire to leave and walks off, though not without regret. Bill is left crestfallen, and leaves too. When the yard is empty again, a voice issuing from the dark liquid announces that the "pilot is located". At Christmas time, Bill celebrates with the Doctor, giving him a rug as a present; though the Doctor admits that he hasn't gotten her anything. They discuss travelling, Bill saying that she can sense that the Doctor travels around, even though he denies it. She says "With some people you can smell the wind in their clothes." This is what she presumes her birth mother would have said, revealing that she died when Bill was young. Bill tells the Doctor that she apparently looks like her mother but doesn't know this as there are no photographs of her. She wonders whether photos really help after loved ones are gone, causing the Doctor to look wistfully at the photographs of his wife River and granddaughter Susan on his desk. At home, Bill's foster mother Moira shows her a newly discovered box containing photos of Bill's birth mother. Bill weeps upon discovering that she looks just like her mother. She notices the reflection in a mirror in one of the photos, in which the Doctor can be seen holding the camera. Months later, Bill walks past the service yard again and is delighted to find Heather, who is once more staring into the puddle. Bill calls out and Heather smiles, though her demeanour is noticably different to the last time they met; there is a knowing look in her eyes. She asks if Bill ever worked out what was wrong with her reflection in the puddle. When Bill answers that she did not, Heather invites Bill to come round and offers to show her. Remembering her hasty departure when they last met, Bill asks Heather to promise not to go without her. Heather promises, but when Bill has run around the building and through the gap in the fence, her friend is nowhere to be seen. Assuming Heather to have walked out on her again, Bill is slightly offended, and leaves; not seeing Heather's screaming face beneath the surface of the puddle. As she is pulled down into the liquid, a voice announces "Pilot confirmed. Pilot engaged." Worried about Heather and her fascination with the strange puddle, Bill consults the Doctor. She tells him about Heather's eye and the inexplicable reflection in the puddle. On hearing this, the Doctor runs out of his office to investigate, and Bill follows. The Doctor eventually figures out that the reflection looks wrong because it is not a reflection at all. He explains that when looking at your reflection you never see your face the right way round; it looks wrong in the puddle because it looks right. It was easy for Heather to spot because the star in her eye makes her face asymmetrical. Bill questions how it behaves like a reflection, leading the Doctor to conclude "It's not reflecting you, it's mimicking you. There's something in the water pretending to be you." He scoops up a sample in a test tube and examines the pattern of scorch marks on the concrete nearby. Sensing danger, the Doctor sends Bill home to keep her safe. As she heads off, the voice from the puddle declares "Passenger selected. Pursuit engaged" and the puddle begins to move. Back at her flat, Bill notices the sounds of someone in the bath, even though Moira is out that night. Bill runs to the university upon seeing Heather's starry eye staring out of her bathroom drain. Outside St Luke's University, Bill is confronted by her pursuer. When Bill trys to speak to her however, she only mimics Bill's words. As Bill steps closer, she sees that liquid is constantly pouring over Heather's body, dripping off her hair and hands; her face is pale and expressionless. Bill is horrified, exclaiming "You're dead?" The creature suddenly glides towards her, but Bill escapes and rushes into the Doctor's office, where he is examining a sample of the liquid from the puddle. Though Bill bars the door, the puddle gushes under it and reforms into Heather. The Doctor convinces Bill to enter his blue box, taking the sign off as they do. Bill protests that the box can't save them only to turn around as the console lights up and the Doctor reveals the TARDIS. Coming to terms with its size, Bill claims she needs the toilet, meeting Nardole on her way down. The Doctor proceeds to take them down to the vault, where she realises that the police box in the corner of the Doctor's office is his spaceship, which is bigger on the inside. The Doctor and Bill infer that the puddle creature is not here for whatever is hidden inside the vault and is instead there to chase them. Even as they reach this conclusion however, liquid trickles down the steps and Heather reappears. She issues a piercing scream as the Doctor, Bill and Nardole escape in the TARDIS, which the Doctor flies to Australia to test the Heather creature's abilities. In Australia, Bill asks the Doctor if he's from space; he tells her that he's not: "Nobody's from space. I'm from a planet like everybody else." Bill contends that the acronym TARDIS doesn't make sense then, as it only works in English, to which the Doctor replies that most people don't bring this up. Heather soon catches them up, forming out of droplets on a mirror, so the trio again escape in the TARDIS, this time to a planet on the other side of the universe, 23 million years in the future. Here, the Doctor hypothesises that the puddle is a type of sentient oil or perhaps a small part of a shape-shifting "liquid spaceship" which had lain dormant until it saw something it needed. On the Doctor's prompting Bill remembers Heather's desire to leave, explaining why the puddle chose her; it needed a pilot, someone who wanted to fly away. When Nardole asks why the creature wants Bill, the Doctor begins to suspect that it may be the result of the mutual crush she and Heather had on one another, asking: "What, in the end, are any of us looking for? We're looking for someone who's looking for us." As the Doctor says this, Bill looks into a pool of liquid she has found. Heather begins to rise to the surface, smiling at Bill, who smiles back. But then her smile fades and Heather grabs Bill, trying to pull her down. The Doctor and Nardole free Bill and they retreat to the TARDIS, as liquid gushes out of the pool and begins to reform. The Doctor infers that the creature doesn't mean to harm Bill, as it didn't use the Dalek's weaponry. He challenges Heather, demanding she leave Bill and fly away; asking "why won't you just go?" At this, Bill suddenly remembers that the last thing Heather said was a promise not to leave without her. "Never underestimate a crush" the Doctor notes, as they realise that Heather is inviting Bill to fly with her. The Doctor tells Bill to release Heather, so Bill sadly absolves her of the promise, telling her "I really liked you." However, Heather reaches out her hand to Bill, who takes it, in spite of the Doctor's protests. As their hands clasp a sphere of water surrounds them and Bill sees a stunning vision of planets and stars interspersed with Heather's memories of their mutual attraction. The Doctor tells Bill to resist, still fearing the possiblity that it is a trick. Bill sadly says goodbye to Heather, to which Heather responds "Goodbye, Bill": the first thing she has said since her transformation that is not mimicry, indicating that Heather remains herself and is not possessed. Heather departs leaving Bill shaken and upset. The Doctor brusquely returns to his ship while Nardole comments on the former's seemingly ignorant behaviour. Bill comments that the tears she sheds don't feel like her own. Back in the university office, Bill seems to regret her decision not to leave with Heather, asking the Doctor if they will see her again and looking hopefully at the TARDIS. The Doctor says that she must forget about seeing Heather or travelling in the TARDIS and tries to wipe her memories of doing so, explaining that he must remain in disguise, unknown to everyone owing to a promise he made. Bill retorts, asking how he would feel if someone tried to wipe his memories. The Doctor tells Bill to leave immediately without another question, before he changes his mind. He looks at the picture of River, telling it to shut up, then the same for Susan's picture. Even the TARDIS briefly hums causing the Doctor to confess he "can't keep doing this". Outside, Bill runs down the steps, checks that she can remember Heather, and smiles. She finds the Doctor leaning on his TARDIS on the university courtyard. He tells her that it's a big universe, but maybe one day they will find Heather. When Bill asks what caused him to change his mind, the Doctor responds "Time and Relative Dimension in Space. It means what the hell." Bill excitedly runs into the TARDIS, followed by the Doctor, who shuts the door behind them. Now the Time Lord is ready to see the universe anew. Bill has just entered the TARDIS, asking the Doctor what she should do as a passenger. The Doctor tells her that she should know as she's already been on a trip. Bill counters this by stating it's a proper trip this time, asking if there are seat-belts. She sits in a seat, noting that the layout the TARDIS is completely wrong; the seats are too far away from the controls. She wonders if the Doctor can stretch his arms like Mr. Fantastic of the Fantastic Four. The Doctor explains he stands when piloting the TARDIS. Bill mocks him for never thinking to bring the chairs next to the controls. Bill then asks where the steering wheel is. The Doctor tells her that they have to negotiate with the TARDIS (as it's sentient), as it will not always take them where they wish; often it's the "still point" between where one wishes to go, and where they are needed. (In other words, sometimes the TARDIS does take the Doctor where he wants, but WHEN is up to it.) Hearing a knock, Bill wonders who could be knocking on the TARDIS doors. The Doctor mumbles "mum" and opens the door. Nardole enters, reminding the Doctor that he made an oath and cannot leave the Earth unless a emergency happens. The Doctor tells Nardole that he's over 2000 years old and sometimes likes to take his TARDIS downstairs instead of walking. Nardole asks why Bill is inside; the Doctor states it's because she isn't anywhere else. The Doctor kindly asks Nardole to make tea. Nadrole agrees and leaves them; he states if Bill wants tea, she have to make her own. Thinking that the Doctor has changed his mind again, Bill asks if they are heading back to his office, to which the Doctor states will happen, after they've had some adventures; "between here and my office is everything that ever happened or ever will." The Doctor tells Bill to make her choice: past or future. Bill states the future, because she wants to see if it's happy. The Doctor complies, throwing the brake lever and the TARDIS takes off. In a future human colony planet, a colonist, named Kezzia, is warned not to come back to the city as they are having a problem with their microbots, the Vardy; however, she ignores the warning, as she talks to a robot with an emoji-like screen. The woman on the radio, named Goodthing, is smiling painfully as Kezzia asks why she's doing it. Smiling still, she explains that their mother and a few other people are dead. Kezzia is horrified to see her smiling at that, prompting another robot to display a crying emoji. The robot's screen turns to a emoji with skulls for eyes and bared teeth; it grabs Kezzia as a section of the roof transforms into a swarm of microbots. It envelops Kezzia and reduces her to bones as they scream. The robot turns to Goodthing, still displaying the emoji, as she pleads with it that she smiling, the microbots chase after her as she screams, while the screen turns back to a happy emoji. The TARDIS materialises there later, with Bill asking which direction Earth is in. The Doctor tells her any direction, as space is curved; he asks if she's wanting to go back. Bill states she isn't thinking of anything; her mind is "overloading" from time travelling to an alien planet in the future. As they walk towards the city, Bill notes the TARDIS hasn't cloaked itself as something else. The Doctor reminds her that it's stuck; Bill notes that the Doctor must like it enough to have never bother to fix the broken cloaking device. Annoyed, he tells her to let the subject go. They walk into the city, where the Doctor explains that this place was able to crack the mystery of perpetual happiness. Bill then questions the Doctor about what Nardole said. The Doctor explains that as a result of something that happened a long time ago, he swore an oath to watch the vault beneath the university. Bill points out that he isn't right now. However, the Doctor counters that he IS guarding it, as his time machine can take him back to right when he left. Bill questions the Doctor as to whether or not he's considered the possibility of him getting stuck or lost away from the university. The Doctor tells Bill that he's thought of it, and has decided to not dwell on things that haven't happened yet. Bill catches sight of the Vardy, asking if they're alien birds. The Doctor tells her they are microbots, and that they are likely conducting a security check on the two of them. Bill is disappointed with the robots; the Doctor tells her not to say such things, as it's rude. Bill sarcastically asks if she hurt their feelings. Feeling pain in their ears, Bill wonders what happened. The Doctor shouts they've been fitted with some kind of communication device; bizarrely his voice comes out her ear. Bill notes how wonderful this is; she'll never need her mobile phone again. However, she then becomes concerned about being able to turn off the device when using the loo. The Doctor dismisses her worry, stating if they can be given a communication device without any fuss, "there's probably an app for that." They come across a robot, which Bill is impressed by. However, the Doctor tells her it's not a robot, but instead a interface device to interpret for the Vardy. Bill wonders if it speaks; the Doctor says it depends on what factor of human language has survived into this era. The robot's face smiles, with two smiling faces for eyes. Bill laughs that it speaks emoji; the Doctor is less than impressed. The Emojibot gives them badges that reflect their moods in the form of emojis, which only other people (and not the user) can see. Placing the badges on, both the Doctor and Bill are surprised that they instantly go to their backs. The Doctor presumes that this is so that seeing one's own emotion on the badge doesn't change it, which would have caused a "feedback loop". Bill questions this, as what if the wearer fancies someone; the Doctor laughs, "Well, I guess you'd have to maintain eye contact with them, then." Bill thinks the idea is brilliant.. They head further inside, while Bill's badge shows her happy, the Doctor's shows him as puzzled. Since the interface speaks in emoji, the Doctor postulates that the entire city was developed by teenagers (since they use emoji in texts.) The Emojibot serves cubes of gelatinous blue food; Bill notes the cubes smell like fish. The Doctor says he is not fond of fish, except for conventionalizing; thus eating less evolved fish would lead to an awkward conversation. Bill wonders if the food is safe for them to eat, as she doesn't know if humans are meant to be living here; the Doctor points out that the cutlery is human and only humans speak in emoji. Bill begins eating her cube of food. Seemingly responding to the Doctor's puzzlement, a swarm of Vardy wait outside the building. The Doctor notices there is no livestock, to which Bill is pleased to know that humanity no longer needs to eat animals; instead, this algae-like substance. The Doctor notes he meet an emperor made of algae once, piquing Bill's curiosity; the Doctor adds the emperor fancied him. The Doctor reiterates that this place is ready for humans to live in, as the entire place is ready for someone to move right in, but there is no-one around. Bill compares it the student union, where a place to live is prepared before anyone moves in. Seeing Bill is on to something, the Doctor comes to the conclusion they've just arrived too early; the colonists sent the Vardy ahead of them to prepare the planet for them. The Doctor goes on to note that if the atmosphere wasn't human-friendly, the Vardy would fix it for them; even better, the robots could build a home for the colonists to live in before they got there. However, Bill notes that the Doctor has two helpings, wondering if there's food sexism in the future; "is this bloke utopia?" The Doctor explains that it's likely because the Vardy have mistaken him for two different people; as the Vardy work for humans, they do not understand the concept of a person having two hearts and thus think the Doctor is two people. Bill is surprised, wondering why the Doctor has two hearts; he retorts "why one?" Finishing her meal, an amused Bill wonders if the Doctor has really high blood pressure as a result of having two hearts. He confirms this. The Emojibot escorts the Doctor and Bill to a greenhouse outside, where more Emojibots pollinate plants and an automated system sprays calcium-based fertilizer onto the plants. The Doctor finds a discarded necklace, keeping it hidden from Bill. Bill wonders what they should do: leave before the colonists show up, or put the kettle on. The Doctor walks past her into the next room, where Bill notices a rosemary plant. Bill smells it, remembering there's one outside the student union. She thanks the Doctor for bringing her; she's smelling the scents of home several years into the future. The Doctor asks if Bill believed his theory about there haven't been any humans here yet; Bill confirms she did. He then asks if he convinced himself; Bill looks at his badge and tells the Doctor that he didn't. The Doctor then goes on the explain that he is worried because there should be a set-up team of humans commanding the Vardy. However, no-one is here. Noticing the Doctor's badge has a thinking face, Bill asks what's on his mind, and he replies, suspicious that he is thinking about "a magic haddock". As they have no answers, the Doctor decides they should put two questions together: where is the set-up team and what is the source of this mineral fertilizer? Pulling out his sonic screwdriver, the Doctor opens the machine pumping the fertilizer; it has grinding gears pulverizing calcium. He then opens the bottom, revealing several skulls. The Doctor tells Bill that despite how this appears, the humans haven't been dead long. He has come to the conclusion that the Vardy killed the set-up team and feed them into the fertilizer. Bill wonders why, to which the Doctor says they'd better not stick around to ask them. They turn to find an Emojibot with a crying face. The Doctor tells it that they were admiring the garden and are leaving now. They run out the room, as the teary-eyed Emojibot changes to show the same emoji that it showed when the women were killed. As they run, Bill notes that if the Emojibot is chasing them, it's being awfully slow. The Doctor explains to Bill that there's a reason for something chasing you to be slow, when it's targets are running; the chaser doesn't need to be fast. In the centre of a corridor, the Doctor and Bill find themselves surrounded by Emojibots that can sense their fear. The city is full of them, so the robots will catch you eventually; thus making a chase pointless, as they can maneuvre targets into a trap. The Doctor wonders why they're being attacked NOW, when they've been there a long time. Realizing something, the Doctor tells Bill to smile using her whole face; she wonders why as the Doctor checks her badge. Seeing Bill's badge change to a smile, the Doctor tells her that smiling has a psychological effect on one's mood. He further explains the robots' programming has caused them to make these mistakes; the Vardy were programmed to make people happy by ensuring their environment was comfortable, but the programming has evolved and gotten jumbled up somehow. The Vardy now seem to think that they need to kill people when they become unhappy. The Doctor tells Bill they should give the Emojibots what they want, and smile. The Doctor starts walking down the exit hall, telling Bill to not even bother following him unless she is smiling. They slowly walk down the hall. The Doctor tells the robots that they've enjoyed their stay. Bill tells him that next time, they should go to Aberdeen or Wiltshire. Agreeing with her, the Doctor and Bill move past the Emojibots, now bearing annoyed faces, but still poised to attack. They run outside, where an Emojibot grabs Bill's arm. Bill screams in terror, as the Doctor tells her to smile. However, Bill is too scared to fake happiness. Instead, the Doctor sonics the robot's arm, breaking it and freeing Bill. This signals a swarm of Vardies to seemingly emerge from the building's structure itself. They continue running, with the Doctor sure the Vardy will not be concerned with them once they are out of the city. Once back at the TARDIS, the Doctor tells Bill to stay in inside while he returns to the city and follows a "childish impulse to blow it up." Bill is flabbergasted, as she thought they were leaving. Surprised Bill cannot see the bigger picture, the Doctor explains "that city is a living death trap; we can't leave it with it's mouth open." As there is likely a colony ship coming, they have to ensure that the Vardy do not claim anymore lives due to the error in their programming. The Doctor tells Bill to watch some movies in the TARDIS. Bill wonders why he can't call a "helpline" to deal with the problem instead, the Doctor runs off, telling her not to look at his browser history. Seeing the Doctor run, Bill heads back outside the TARDIS, reading the sign on the door: "Advice and assistance obtainable immediately" In the city, the Doctor convinces an Emojibot that he is happy, but his happy-faced badge changes to show a light bulb shortly afterwards. He hears someone breathing on his communication device; thinking it's a survivor, he asks the person to join him. To his annoyance, it's Bill, who asks if he's Scottish because of his accent; the Doctor says he isn't, just cross. Bill then wonders if there's a "space Scotland" too. The Doctor notes Scotland demands independence from every planet they land on. Bill tells the Doctor her deduction; he doesn't call a helpline because he's it. He gives advice and assistance. The Doctor tells her that is just a coincidence; he just happened by this house of horrors, and decided to muck in. He tells Bill to look at the wall, going on to explain that the Vardy are what makes up the city. Bill genuinely smiles at the absurdity. However, the Doctor believes that the centre of the city houses the spaceship in which the colonists first arrived, comparing it to the Vikings, who lived in their ships until they built new homes. They follow a staircase downwards, finding a damaged ships's hull; the Doctor is glad to have found a real wall. Finding the entrance to ship, Bill tries to pull the door open to no avail. Humorously, the Doctor presses a button that opens the door inward. "Not even locked; they were expecting to live in peace" the Doctor sadly notes. He then suggests locking it behind them, which alerts all Emojibots in the city, whose smiley emojis now incorporate exclamation marks for eyes. Inside the spaceship, the Doctor comments on the difference between design of the ship interior and the city outside, each designed by "wet brains" (humans) and "dry brains" (Vardies). They come across a map labelling where they are, and the Doctor plans to walk to the engine room in the middle of the ship. He instructs Bill to stay back to guide him through the map, which displays the Doctor's current position. On his way, the Doctor finds all sorts of furniture and artifacts, including the bust of Nefertiti. Bill realises she could have followed the Doctor the entire time if she had photographed the map. The Doctor reveals that he had already memorised the map, as Bill protests against his leaving her "out of trouble". Bill follows the Doctor's path, but she stumbles upon a room containing a recently deceased old woman, with a book placed at her feet. Bill finds that the book contains digital images of human history on Earth, continuing past her time and through an apocalyptic war. Bill asks the Doctor these colonists were the last of humanity. The Doctor explains that humans evacuated Earth following this conflict, and that this colony must be one of those evacuative ships. He meanwhile fiddles with the engine room controls, trying to reroute the engine's flow into the calorimeter. However, as he tries to do so, the calorimeter begins to rise to its peak, which spells doom for the Doctor. Bill proceeds to the engine room, but to her shock, finds a boy ,who asks, "Are we there yet?" Meanwhile, an Emojibot closes in on the Doctor, who is still waiting for Bill to help him hold the calorimeter tightly while he jams it shut with a spanner. The Doctor sees its reflection in a dial, and smashes the emojibot off the catwalk with the spanner, nearly dragged down himself, only to run into Bill and the confused boy, who asks where everyone else is. The Doctor is puzzled by this, until he and Bill find that the empty space around the engine room is where the remaining human population is cryogenically stored. Shocked and disgusted with himself, the Doctor tells Bill that the colonists were already there, waiting to sheparded into the new utopia. One of the stored humans, named Steadfast, wakes up, and the Doctor assertively instructs him to stay inside the ship as the other humans begin to unfreeze behind him. The Doctor explains to Bill that he doesn't have a plan yet, but he acted like he had one to make sure idiots didn't cause more trouble by trying to think up their own plans. Bill takes the Doctor to the old woman's corpse, and they try to understand history and the woman's role in it. They discover a large number of deaths increasing in numbers since the death of this woman, the first death of the colony. The Doctor realises that it was grief that led to the deaths of all the people. The Vardies, not knowing how to interpret grief (after a loved one has died), so they interpreted it as a threat to happiness that needed to be killed. Subsequently, all the grieving loved ones of every next person killed. In the short period of a day, sadness has become much like a plague. The Doctor again mentions the magic haddock, and produces the discarded necklace, which contains a hologram of the boy waving happily. Bill says that they will find the owner of the necklace when she wakes up, but the Doctor tells her that he found it in the greenhouse, belonging to one of the dead advance colonists. Meanwhile, an Emojibot offers a mood badge to the boy, who is walking outside in the city, looking for his mother. His mood changes to a puzzled emoji. Back to the Doctor and Bill. They've finished explaining what's happened, and what's the first reaction of the human race? The waking colonists arm themselves with laser guns to fight the Vardies. Bill tells Steadfast that he needs to listen to the rest of the explanation; he bluntly says he did listen, now knowing that the Vardy are killing people. The Doctor quickly runs up to Steadfast, explaining "The Vardy want to help you; killing you is just a side-effect.". The colonists take off to destroy the Vardy; the Doctor and Bill run after the colonists to prevent another mass slaughter. In the city, everyone finds the boy flanked by two Emojibots. The boy asks where his mother is, beginning to cry. Bill tries silencing him into smiling, telling him to admire his new home; however, the boy doesn't listen and cries. The Emojibots grab the boy, ready to kill him; however, Steadfast fires upon the Emojibots. One is damaged and the second's screen begins flashing between two new images. The Doctor realizes that the symbols mean "Rage" and "Revenge". The rest of the colonists begin to fire, as some Vardies break off from the ceiling to attack, and kill a man. Instead of caring about the attack, the Doctor begins thinking about how the Vardy are reacting; they are registering as under attack. That means they're "alive" AKA sentient. He runs to a broken Emojibot, using the sonic screwdriver on its wiring. The Doctor tells Bill there's a reason he never loses at chess; he has a secret move. Whenever he's about to lose, he kicks over the board and ends the game. Hoping what he's about to doesn't hurt, the Doctor finishes messing with the Emojibot, creating a blinding, disorienting flash throughout the city. The Doctor tells the story of the fisherman and the magic haddock. A fisherman caught the fish and it offered three wishes in exchange for it's life. The fisherman wished for his son to return from war and 100 gold pieces, but the haddock thinks in a different way (like a robot), instead sending the son's corpse home from the war, along with 100 gold pieces commending his service. The fisherman then wished that he hadn't wished the first two wishes, pressing the "reset button". The colonists are now confused as to why the Vardy aren't killing them. The Doctor repeats that he hit the rest button, basically turning the Vardy on and off again; as a result they no longer remember murdering the humans or the fact they are robots belonging to the colonists. "Welcome to your new planet. Meet the Vardy. They are, as of now, the indigenous life-form." The Doctor tells Steadfast that the colonists should try making peace unless they'd rather live like homeless people as the waking colonists have no clue how to work the technology. Walking over to an interface, the Doctor introduces himself and apologizes for not recognising the Vardy as an emergent new species. As penance, he is willing to negotiate with them to allow humanity to stay in the city; he asks if the Vardy wish to charge rent. Returning to Earth in the TARDIS, Bill asks the Doctor if the human-Vardy relationship will work. The Doctor replies that it is up to them. Bill asks him if he normally deals with such affairs, acting as an "intergalactic policeman". The Doctor replies that the police box exterior of the TARDIS is a mere coincidence. They land, exactly at the point they left, but when Bill steps out of the TARDIS, it is snowing. To their shock, elephant is approaching the TARDIS. The Doctor explains that they are in London, not Bristol, and that they are standing on the frozen Thames. Seeing this, the Doctor realizes Bill might have been right about a steering wheel. The Doctor and Bill are shocked to find themselves on the ice of one of the Frost Fairs. Heading back inside, the Doctor moves the TARDIS onto a bridge, just in case it falls into the ice. Bill thinks they've gone to a parallel universe; however, the Doctor tells her that they travelled in time, this is London, just in the past. The Doctor is up to going to the fair, but Bill points out that they're in an era where her race was enslaved. He dismisses her worries, telling her where to find the wardrobe. Bill then laughs that the TARDIS has dresses. Elsewhere, a drunken man follows the lights across the ice to an area of thin ice before being sucked under leaving only his drink bottle behind. Bill steps outside the TARDIS later, dressed in period clothing. The Doctor exits next, wearing a suit and top hat. Bill wonders if there's anything they need to be on the lookout for, as the Doctor shuts the door. As they leave the TARDIS, they miss an alert message that a large creature is living in the River Thames. As they walk, Bill asks about being in the past; she wonders if the future could be changed by the slightest things she does. The Doctor jokes their friend stepped on a butterfly and ceased to exist; now Bill can't even remember him. Bill notes the Doctor's joking; they were they only passengers in the TARDIS. As they walk, a street urchin offers them a flyer for the Frost Fair on the Thames, which they attend. Bill notes that Regency London is a lot more racially diverse than she remembers from the movies. The Doctor remarks that "history is a whitewash", even suggesting that Jesus Christ could have another race other than Caucasian. Whilst enjoying the festivities, Bill notices strange green lights under the ice and follows them; the Doctor reveals he had noticed them too, but let Bill have fun while she could before they get to work. The Doctor accidentally insults a pie man, who he knows cheats at a coin toss. The Doctor and Bill are approached by a girl looking for her dog that has gone missing, the girl wanting their help. However, the Doctor deduces that she is trying to con them (he congratulates her), catching a boy's arm as he attempts to pickpocket his sonic screwdriver from behind, only for the girl to kick his leg, enabling the pair to flee. Inside their hideout, the boy, Spider, wonders what the sonic screwdriver is. Kitty doesn't know, but guesses it could be worth a lot of money. They are surprised by the Doctor and Bill, who give chase. However, Spider becomes distracted by the green lights, despite Kitty yelling at him for not sticking close to her. Spider is sucked under leaving only his outstretched arm, with the sonic screwdriver, protruding through the ice. Though the Doctor tries, he cannot save him and only manages to retrieve his screwdriver. His relief at having done so and his seeming lack of care towards the boy's death causes Bill to run off and then confront him. She demands to know how many people he's seen die- he doesn't know- and how many people he's killed- he doesn't say. The Doctor tells her that he is 2000 years old and doesn't have the time for the luxury of outrage otherwise more people would die. The girl, Kitty, takes the Doctor and Bill to meet the rest of the urchin gang- including the girl who handed Bill the flyer. After gaining their trust by giving the children the food the Doctor stole and reading to them, the urchins explain that a man with a tattoo of a ship on his hand pays them to lure people onto the ice by handing out flyers. Bill and the Doctor put on dive suits and walk out onto the ice. They cannot hear each other with the helmets on and the lights begin to surround Bill. She throws her lantern at the Doctor to gain his attention before she is sucked under the ice. The Doctor jumps through before it reseals and underwater discover a giant sea creature chained at the bottom of the river. Bill sees the hat belonging to the boy who was sucked under in its mouth before they come back to the surface. Back on the surface, Bill notes that the creature sounded miserable from its imprisonment. Finding the pie man harvesting the angler fish, the Doctor yells for him to stop. They stop him, learning he fishes out the angler fish that lure in food for the monstrous fish below the ice. Bill is sickened to learn the pie she ate was made out of those fish. The Doctor asks if the man's seen someone with a tattoo of ship. As he can't get an answer, the Doctor instead asks if there's anything else strange. Told of dredgers getting muck out of the Thames, the Doctor and Bill goes to investigate. Bill is less than impressed at the sight of mud, wondering why there as the creature as at the other end of the Thames. The Doctor tells her that the head is at the end; they're at the other end now. Using the psychic paper under the pretense of conducting an inspection on the orders of a Lord Sutcliffe, the Doctor gets the foreman to tell him about the mucking by complementing his intelligence. The foreman tells them that the waste of the creature is more efficient than coal and can even burn underwater making it a highly valuable resource. The Doctor realizes that it could be used as space fuel. When asked if he'll still have to work as a foreman, the Doctor half-jokes that he can assure him that he won't be having that job much longer. They visit the manor home of the employer Lord Sutcliffe to determine whether he is an alien. The Doctor insists he do the talking as they must charm Sutcliffe and Bill is likely to become angered due to the creature eating the children. Under the guise of "Doctor Disco of the Fairbrook Society", the Doctor meets Sutcliffe who instantly makes sexist, classist but mainly racist, remarks towards Bill even calling her a "creature" and demanding she show "respect in the presence of [her] betters". In response, the Doctor punches him in the face, knocking the man down, determining that Sutcliffe is very clearly human. Bill agrees that if Sutcliffe was an alien "then that was pretty convincing racism." Bill and the Doctor are quickly captured by Sutcliffe's minionss with a bruised Sutcliffe revealing the creature has been a family secret for years. The Doctor deduces Sutcliffe funded the current fair, as the regular one wasn't able to draw in enough victims for the creature to digest. Sutcliffe plans on blowing up the ice and sinking numerous victims to feed the creature. Bill is confused, as everyone will see it; however, Sutcliffe states the people would be too stupid to notice the creature as they will stop to mourn the ice "breaking". He claims to be moving the world forward by using this new fuel, citing that the lives of those eaten by the creature were not important. However, the Doctor tells him real value is putting an unimportant life above his own. Sutfliffe notes that the speech would have moved anyone with the slightest bit of compassion; he then adds with an evil smirk "not your lucky day, is it?" The Doctor and Bill are shoved into a carriage by Sutcliffe, who plans on storing them at the fair until he can detonate the ice; not wishing to risk the duo having warned others to stay away, he plans on detonating at noon after he brings in an elephant to draw in a crowd. Sitting in the carriage, Bill wonders if the Doctor really is 2000 years old; he wonders why she asks. With an impressed smile, Bill asks if it takes that long to be able to make a righteous speech like the Doctor did. Once at the fair, the Doctor and Bill are tied to a pole near the explosives. Bill thinks she can save them by screaming for help; however, the Doctor tells her not to bother. She screams anyway, being drowned out by the people's cheers and the performers. Once done yelling, Bill asks the Doctor what they should do. He asks her to help him get his sonic screwdriver to cut through the ropes they're in. This also attracts the angler fish. Their guard rushes in and the Doctor hands him the sonic causing the fish to become attracted to him and suck him through the ice. Knowing people will be harmed, the Doctor tells Bill to save the people on the ice which she does with the help of the urchins, managing to convince everyone the ice is melting to get them off the ice causing Sutcliffe to rush his plans and detonate immediately. However, the Doctor had used his dive suit to plant the explosives around the chains of the sea creature instead, using his sonic to reloop the wires, releasing it. The creature begins to swim away, cracking the ice above it and causing Sutcliffe to fall into the water to his death. The Doctor pulls Bill off of the ice before she falls through though they are drenched by the creature as it swims to freedom without harming anyone, pleasing Bill as it is no longer in despair. Bill wonders where it will go now; the Doctor believes the fish will end up somewhere cold and try to avoid the human race for the rest of it's life. However, she then wonders if they just doomed Greenland. As this is possible, the Doctor promises to check on Greenland in it's future to see if the fish lives there now. Later, Bill and the Doctor invite the urchins to Sutcliffe's home to be fed and cared for with the Doctor amending Sutcliffe's Last Will and Testament so that everything passes to Perry, one of the urchins. Bill, rather annoyed, notes that the Doctor couldn't alter the will to have Kitty as the heir (due to the sexism and racism of the era). Back in 2017 Nardole enters the Doctor's office at St Luke's University. Placing the tea on the Doctor's desk, he notices that the Doctor is still in period garb. However, the Doctor tries passing his outfit off as his "tea-drinking" clothes. Bill exits the TARDIS, still in her period garb, revealing that the Doctor has broken his oath.. He reminds the Doctor of his vow whilst Bill is surprised that googling the sea creature from 1814 turned up no results. The Doctor explains that humans tend to overlook the inexplicable and that the Frost Fair involved a lot of day drinking. He shows her the headlines which detail Lord Sutcliffe's death and, despite the contestion of inheritance, Perry was eventually deemed the legitimate heir. The Doctor and Nardole soon toss a coin to decide whether the Doctor keeps his vow and remains on Earth, or Nardole leaves him alone. Using a trick he learned from the con artist, the Doctor wins and presumably goes off in the TARDIS with Bill whilst Nardole checks the vault. As he goes to leave, knocking comes from inside, Nardole refuses to let the entity out before hurrying away looking very worried. Bill opens her door to find her friend Shireen and their four new housemates outside. Shireen introduces them as Felicity, Harry, Pavel and Paul. They head to the estate agents to find a place to rent together as student accommodation. However, they have a restricted budget and the agent that helps them shows them around places that are less than satisfactory. As the group leave the estate agents on the verge of giving up, they are met by an elderly man named John, who asks them if they are looking for a place to live. He leads them to a magnificent old house, which they assume will cost them a lot to rent. However, the Landlord assures them that rent will be cheap, but specifies that the tower is off limits. The group explores the house, and all except Bill are enthusiastic about the size of the place. Bill remains suspicious about the cheapness of the rent, suspecting that there is a catch. Pavel asks to move in that night as his student halls are kicking him out, to which the Landlord happily agrees, getting everyone to sign a contract. That night, Pavel sets up his record player in his room and starts it playing; shortly afterwards he is surprised by something horrifying. The next day, Bill is stacking up her belongings in boxes in her room. After everything is piled in one corner, she looks at her phone and counts down. The TARDIS materialises over the boxes, which end up inside. The Doctor opens the door and expresses his surprise that Bill has so few possessions. Bill enters the TARDIS, suggesting that the Doctor hire it out as a removal service. The Doctor is offended at the idea, thinking that removals is beneath a Time Lord. A little puzzled, Bill asks if 'Time Lord' is the Doctor's job description. He explains that it is the name of his species. Bill finds this hilarious, remarking how posh it sounds, to which the Doctor replies that it was the pompous attitude of his people that convinved him to run away. Bill asks if Time Lords wear robes and big hats. The Doctor replies that Time Lords tend to wear big collars instead of hats. When asked if he needs the address to find the house, the Doctor scoffs; however, he then relents and tells Bill to type it in so the TARDIS can land there. She asks if he sleeps in the TARDIS bedroom which she found. The Doctor tells her that Time Lords don't need sleep, except after big meals and regenerations. Bill is confused by his mysterious words, but the Doctor is evasive when questioned, saying it's enough to know that he's a Time Lord. The TARDIS lands outside of the house, and the Doctor expresses his surprise that Bill and her friends can afford to rent it. Bill thanks the Doctor for helping her, telling him he can leave once her boxes are out of the TARDIS. However, the Doctor has noticed something off; he tests the breeze before offering to help Bill move her things inside. Bill is reluctant, seemingly worried that the Doctor's presence will be embarrassing and raise too many awkward questions, but he has already started carrying a box to the house. Inside, the Doctor is greeted by Shireen, who knows about him. Bill passes the Doctor off as her grandfather, despite his protests. Felicity, Paul and Harry join them, having also been told who the Doctor is. Bill tries to get rid of the Doctor, who seems to relent and leaves the house. That night, as the friends are gathered in the lounge eating takeaway meals, they discuss odd things that they have noticed about the house. Felicity complains that there is no mobile phone signal whilst Harry reports hearing tapping, like footsteps, when he was unpacking. Paul and Shireen laugh this off and tease Felicity until a loud banging from the kitchen makes everyone freeze. The group squabble over who should investigate until Bill takes the lead and the others follow. As the clattering continues from the pantry, Bill summons her courage and opens the door, surprising the Doctor, who has been poking around the room with his sonic screwdriver. Bill is exasperated, saying she thought he had gone home. The Doctor ignores the comment, telling the kids that there is no washer and dryer, no central heating and that the outlets will not take their devices; it seems nothing in house has been updated since the 1940s. Bill takes the Doctor to one side and tries to persuade him that there is no mystery involved, but the Doctor is unconvinced, mentioning that the creaking they heard in the trees outside could not have been caused by the wind because there wasn't any. He unsuccessfully tries to convince the group to rent a different house. Paul decides to call the Landlord about updating the house but Shireen reminds him that there is no signal. Everyone heads into the sitting room, where the Landlord is unexpectedly waiting. He claims to have came by to check on things when he notices the Doctor, and Bill tells him the cover story about him being her grandfather. The Landlord guesses that he's helping with relocating Bill and wistfully states that there is no worse feeling than leaving children to fend for themselves. The Doctor thinks on these words, remembering when he did so. The Landlord says that he's lucky to have a daughter that is still under his protection, before asking if everything is satisfactory. He gets a barrage of complaints about the house from the students, and says that he will do what he can to address these concerns; though he seems untroubled, almost amused by their problems. When Harry asks how they get into the tower the kindly facade of the Landlord drops and he becomes sinister. As he leaves, the Doctor follows him and asks him who the current Prime Minister is. When the Landlord cannot answer, it confirms his suspicion that there is something amiss. Remembering that they need a washing machine, Shireen opens the front door to follow him, but the Landlord is nowhere to be seen. Bill tries getting the Doctor to leave, by suggesting he sleep in "the car"; however, the Doctor instead decides to stay up with Felicity and Harry to listen to some music. Seeing she can't win, Bill decides to head to bed, followed by Shireen and Paul; before she goes, the Doctor suggests checking on Pavel, who hasn't been seen all day. As they head to their rooms, Paul tries to ask Bill out, but she tells him she's gay. He takes the news well, and politely backs off, noting that he never had a chance. He heads into his room, teasing Shireen for her fear of the house by making creaking noises on the floorboards. Once he shuts his door, Bill asks why Shireen didn't take a room next to her, as they had planned. She is defensive over the question, leading Bill to conclude that she fancies Paul. At that moment, Paul is heard screaming in terror and the girls begin to doubt that this was part of his joke. When Shireen knocks on his door, answering knocks revebererate all around the hallway and doors begin to slam shut; Bill and Shireen flee upstairs. Hearing the violin music still playing on a loop in Pavel's room, Bill and Shireen enter to find Pavel partially absorbed into the wall. Shireen goes to turn off the record, but Pavel blinks rapidly to communicate that they shouldn't. The Landlord suddenly appears and saying that "hope is its own form of cruelty", lifts the stylus from the record; Pavel is absorbed completely. He tells them that their friend is now at peace, one with the house. The girls are horrified, and realise that they will be next. When Bill challenges him, the Landlord replies that everyone must pay their dues, and since the six signed a contract, it is time to pay. The two race out of the room and down the hall to a bookcase; deciding it must open a way into the tower, Bill and Shireen pulls books off until they find a switch disguised as one and pull it. A way opens into the tower and they run up into what appears to be an old bedroom. Shireen finds a music box, and opens it; a haunting melody plays prompting her to shut it. A woman's voice calls out, asking if her father has come back. Bill and Shireen believe this is the voice of the Landlord's daughter, who says she hasn't had company for some time. She comes out of hiding, revealing herself to be completely made of wood. She introduces herself as Eliza. Downstairs, Harry is panicking because the house managed to somehow get Felicity when she was outside. The Doctor tells him not to be scared, as it isn't useful in their current situation. Believing something is living in the wood, the Doctor begins knocking on the wood to get a response. He presses hard on a cupboard door and a gap opens to release an giant insect; like a woodlouse with glowing antenna. He speculates this is likely an alien being, a wood nympth, or a dryad possibly. The Doctor tells Harry to get a box so he can examine it, however, they have to abandon this plan when a whole swarm pours out of the wood. The Doctor pulls Harry into the cupboard, revealing that it is a lift. The lift takes them down to the basement, where the Doctor and Harry discover the possessions of past groups of six that the Landlord lured to the house. Each group of boxes has a contract, identical to the one Bill's friends have signed, which are dated 1997, 1977, and 1957; every twenty years. It becomes clear that the Landlord has been luring young people to the house to feed them to the insects. Hearing footsteps, they head outside of the room, where the Landlord meets them. The Doctor confronts the Landlord with the names of his previous victims, whose fate he seems to regret, but when the Doctor asks why he feeds people to the insects, he insists it was necessary. He explains that his daughter was dying until she was saved by the insects, and that she must survive. Harry panics and attempts to escape, but his foot is trapped in the wooden staircase and the Landlord summons the lice with his tuning fork. They swarm over Harry and absorb him. The Landlord turns his attention to the Doctor, who backs away from the insects, and in desperation, suggests that as a doctor he can help the man's daughter. In the tower, Eliza tries reaching out to shake Shireen's hand. However, Shireen backs away in fear. She asks what's the matter. Shireen tries to leave calmly, but after stamping on what she believes to be a cockroach, is consumed by a swarm of the insects. Eliza glows with light as she absorbs Shireen's life energy. Moments later, the Doctor is lead into the room by the Landlord, who explains that he has brought a doctor to help her. Bill explains that Shireen was taken by the lice; the Doctor confirms that Harry suffered the same fate. The Doctor examines the daughter, coming to the conclusion that the Landlord brought the odd insects to her when she was sick to amuse her. However, the insects respond to high pitched sounds, such as the sound of her music box; so when he checked on her the next morning, he found that her wooden transformation was beginning, but her illness was cured. Bill then notes the oddity of it; why would a father spend time looking for insects in the garden? The Doctor congratulates Bill's on her quick thinking, remarking that he forgot that humans don't live long, so if the father preserved his daughter seventy years ago, he couldn't still be alive. Eliza becomes confused, as the Doctor explains that her memories have decayed due to the transformation process and the passage of time. The Landlord is actually her son, who did whatever he could to keep his mother alive. Prompted by the Doctor, Eliza realizes that her son has committed atrocities throughout his life just to keep her alive in an inhuman condition. She asks her son to let her die, but he refuses and summons the insects to consume the Doctor and Bill. With the Doctor's encouragement, Eliza realises that she can control the insects, and thanking the Doctor for his help, has the insects devour herself and her son. Without Eliza to act as the linchpin, the house begins crumbling. As they are about to run from the room, Bill sees Shireen remerging from a swarm of the insects on the floor. Bill is overjoyed and hugs her friend, as the Doctor explains that Eliza has restored and released the most recent victims. Everyone runs outside, just in time to watch the house crumble. His work done, the Doctor tells the group to go back to the estate agents; he heads for the TARDIS as Bill an the others gape at the sight of the destroyed house. Back at the Vault, Nardole is doing diagnostics. The Doctor arrives with bags of takeout food, telling Nardole he can have the rest of the night off. When Nardole turns to leave, he hears Fur Elise play on a piano in the Vault; he notes that the Doctor doesn't know when to quit interfering until it comes back to haunt him. The Doctor firmly tells Nardole "Good night", sending him off. The Doctor approaches the Vault, asking if the prisoner would like some Mexican food; he also has a new story. However, the prisoner doesn't respond until the Doctor mentions that people get eaten in his story; to this, the prisoner plays Pop Goes the Weasel. Taking this as confirmation, the Doctor smiles and unlocks the Vault to join his prisoner for dinner. The Doctor, Bill and an angry Nardole travel in the TARDIS to follow a distress call to a deep-space mining station. When the TARDIS is jettisoned by the station's computers, the trio are forced to wear "smartsuits", robotic spacesuits capable of independent operation tied to the station. The suits are also the only source of oxygen, as the mining company does not provide an oxygen atmosphere inside the station, and every activity is measured in breaths. The surviving crew warn them that some suits have received instructions to "deactivate" their "organic components", killing the wearer via an electrical discharge but remaining autonomous. This signal can be carried by touch, which has caused most of the crew to be turned into zombies, enslaved to the suits' programming. The Doctor and the others plan to walk outside the station to an uncompleted portion not updated in the computer systems to hide. Bill's suit malfunctions during depressurisation and forces her to remove her helmet. To save her, the Doctor gives her his helmet as they spacewalk. He survives the vacuum of space, but has gone blind from the ordeal. The computer discovers their location, but as they flee, Bill's suit again malfunctions and will not move. The Doctor leaves her behind, assuring her she will not die. She is, however, electrocuted when they touch her. The Doctor reveals the limit of breaths is an algorithm to stop people "wasting" oxygen, part of the company's automated profit-making system; killing the wearers was just the logical endpoint of corporate profit over human life. He hacks the station's systems to cause the station to self-destruct if they are killed, and convinces the others this is a "good death" and revenge against the corporation. The computers recognise this threat and recalculates the suits' programming, and the zombies turn over their oxygen supplies to the survivors. The Doctor then revives Bill, knowing that her malfunctioning suit did not have enough power to lethally shock her. The TARDIS is recovered, and they drop the survivors off at their head office to confront the company; the Doctor notes there was a successful rebellion six months later. Nardole restores the Doctor's eyes, but when they return to the university and Bill departs, the Doctor reveals that he "can't look at anything ever again. I'm still blind". On a distant planet, an executioner named Rafando shows the Twelfth Doctor a mechanism especially designed for killing Time Lords. He then tells him that after the execution, the body will be placed in a quantum fold chamber in case of "relapses". Missy is then brought in, and is ordered to kneel on a dais. In the present day, sitting outside the Vault, the Doctor talks to Missy, who is inside, saying that no one can know that he's blind. Back on the planet, while the Vault rises from the lake, Rafando announces that the chamber is prepared. Missy begs the Doctor to let her live, while he places his hand on a lever. In order to help mask his blindness, the Doctor has modified his sonic sunglasses to give him a layout of the immediate area (in a black and green grid-like view). Back outside the Vault, the Doctor gets an email titled Extremis on the glasses. Intrigued, he opens it. In the lecture hall, 15 men file in through the back door. Angelo greets the Doctor as Nardole enters. The Doctor is told that the Pope requested a personal audience with him. When he asks why he did not come there himself, Nardole tells him that he is here. The Doctor apologizes saying, "The Pope doesn't zoom round the world in the Popemobile surprising people. Why would you do that?" In his office, the Doctor is shown a piece of parchment that reads, Veritas, which literally means The Truth. Angelo tells him that an ancient Christian sect translated it, but committed suicide after translating it. A few months ago it was again translated, but again, all of them killed themselves after the translation. All of the bodies had been recovered, except one. In Bill's house, Bill has brought a girl named Penny home. Moira, thinking that she has brought a "Poor terrified man home" tells her that she has very strict rules about men, before seeing Penny, and apologizing. Later Bill is pouring a cup of tea when she hears the sound of the TARDIS materializing in her bedroom. When Penny asks what it is, she says it's the pipes. The Pope then steps in the room and speaks rapidly in Italian before going back to the bedroom. Bill excuses herself and enters her bedroom where she sees the clergymen. Penny sees them, and freaking out, flees. Bill turns to them and says "You're all going to hell." In the TARDIS, Bill angrily berates the Doctor for ruining her date, while he has Nardole explain what is happening to her. Angelo tells The Doctor that the Pope had given him an offer for confession that he had refused and that the offer still stands as he prepares a device to temporarily restore his sight. On the planet, Rafando asks if the Doctor requested a priest as a cowled figure approaches. As the figure gestures to him to approach, Rafando checks the Fatality Index and says that divine intervention is allowed for 5 minutes. The figure greets him and reads from a familiar diary. The figure pulls back his hood saying that his missus would not approve, revealing himself to be Nardole, who had been sent on River Song's behalf to prevent him from killing Missy, saying "Warning, I have full permission to kick your arse." At Vatican City, Nardole and the Doctor discuss why his blindness should be kept a secret before exiting the TARDIS. Angelo shows them to the entrance to the Haereticum, a portrait of the Pope Benedict IX, which is accessed by turning a candle. Angelo orders them to stay close because the layout is supposed to confuse the uninitiated. At the planet, Rafando announces that the 5 minutes are over as Nardole pulls down his hood. Rafando orders that the sentence is now to be carried out. Missy asks the Doctor not to kill her, promising she will be good, nearly crying. In the Haereticum, Angelo shows them the cage where the Veritas is kept. Suddenly a light shines from a wall with a figure in the centre, before fading to nothing. Angelo goes off to check the walls for a breach, as the Doctor takes out his sonic screwdriver. They find the missing translator, named Piero in the cage. He tells them he has sent something to somewhere, before running off. A strange clawed hand then seen next to Angelo's head. Nardole sees that Piero had shot out the lock, as the Doctor says so much for their forbidden library to Angelo, who has vanished. In the cage, Nardole and Bill see Piero's laptop, which had been left behind. Checking it, they find out that he had mailed a copy of the translation to CERN. As Bill says that it is promising that one person read the Veritas and lived, a gunshot is heard and the Doctor's Sonic Sunglasses (Which he is using to see) register his life signs dropping. The Doctor orders them to check on Piero, as the sunglasses register life signs terminated. Nardole and Bill accuse him of trying to get rid of them. He promises not to read the book as they leave. He then opens the Veritas, takes out the device and attaches electrodes to his temples. In the library Nardole talks with Bill as they walk through the corridors. They find a hand holding a gun, confirming Piero's death. The same light is then seen again. Nardole realizes that it's a portal to somewhere. Curious, they step through. In the cage the Doctor asks for help from Angelo as a sinister shadow is cast on a bookcase. He wonders how it will work: it will either temporarily restore his sight, or it will burn out his brain. He activates it and collapses. On the planet Missy tells the Doctor that she is his friend. When he tells her that it does not matter, she tells him she knows it does not matter saying, "I know it doesn't. I know I'm going to die. I have to say it. The truth. Without hope. Without witness. Without reward. I am your friend." The Doctor then pulls the lever, causing lightning to arc out of the spheres on the top of the 4 columns on the dais and strike Missy. Missy collapses and dies as the Doctor swears to guard her body in the Vault for a thousand years. In a 5-sided building, Nardole, and Bill exit a broom closet, where they are seen by a woman. She asks if they have clearance for floor 3. Asking where they are, the woman tells them they are in the Pentagon. Nardole and Bill retreat back to the closet, where they find themselves in a hub, with projectors arranged in a semicircle which project light on the wall. Stepping through the light, they find themselves in a corridor where they are greeted by Nicholas who takes them to the cafeteria, as they pass a sign that says CERN. In the cage, the Doctor opens his eyes to find that his sight has been restored. As he wonders about the impact on his regeneration cycle, the same figure seen in the light appears. He asks for its help as it buckles leather straps around him to restrain him. The Doctor notices there are more of them as the figure closes the Veritas and takes it while the Doctor complains. The figure tells him that what they are doing is a game. The Doctor says "Good, because I win." and uses his sonic screwdriver to turn off the lights as the figure yells his name. The figures restore them, but the Doctor has escaped with the laptop, and with it the translation. In CERN Nicolas shows them to the cafeteria where he tell the personnel to give their last orders. He tells Bill and Nardole to look under the tables. There they find that the personnel have strapped dynamite to the table legs. In a corner the Doctor opens the laptop and begins to read the email the translator sent to CERN. Suddenly, the effects of the device begin to were off as the figures surround him. Suddenly a bright white light flares onto the screen. In CERN, when Bill asks why they are doing that, Nicholas tells them that they are saving the world. When asked how, he replies that this is not the real world. He says that the have not read the Veritas. Nicholas tells both of them to pick a random number and to say it at the same time. When they try, they both say the same number. Nicholas tells them that is a "Shadow Test", and apologizes to them as they escape and the building explodes. As they arrive in the hub Bill notices drops of blood on the floor. Inside Nardole realizes that the projectors are actually projecting the locations. To his horror, he figures out that the world is really a holographic simulation. To see if he is right, he steps into the space between projections causing him to dissolve into pixels. Bill starts to reach out to the space, but steps through another portal. She finds herself inside the oval office. The Doctor reveals that he had listened to the translation, and that it tells of a demon, who wished to conquer the world, and to do that, he created a Shadow World that has Shadow People who think they are real. The Doctor tells her that he has deduced what it means. He tells Bill that it means that an alien race who wished to conquer Earth ran a simulation to assess the abilities of every person on Earth, especially the ones who were smart enough to realize that the world wasn't real. The Shadow Test works by having people say random numbers. Since computers can only generate pseudorandom numbers, two people doing that will say the same numbers. He tells her that people kill themselves to escape the simulation. Suddenly, Bill dissolves into pixels, revealing the figure behind her. The figure tells him they have killed him many times. The Doctor tells them that they have fallen into a trap they had created: their simulation is too good. He then reveals that since he is linked to the sonic sunglasses, they will have a memory print of the last few hours. He then emails the recording to the real Doctor. In the real world, the Doctor, after finishing Extremis, calls Bill who tells him she is doing the essay he told her to do. He tells her to call Penny that night. He then tells Missy, that she had told him she was his friend. On the planet as the executioners go to the dais to take Missy's body away, she wakes up and pushes them away. The Doctor reveals that he had sabotaged the execution machine into knocking Missy out instead killing her. After scaring the executioners away by tricking them into accessing his record of fatalities, the Doctor has Nardole help him move Missy to the Vault. Outside the Vault, the Doctor asks Missy how he can save his friends when he is blind, saying "How can I save them when I'm lost to the dark?" A montage of images of events in human evolution is shown, as the Doctor does a voice over, saying that the Monks have guided humanity and helped them evolve while praising them, as a shot of the world on Earth shows that the Monks have erected giant statues of them. In a house a family is watching it, as a symbol is shown with the words "truth" underneath. Suddenly, armed men, break into the house and arrest the mother, as she yells that the Monks have only been there a few months. Bill is watching them in horror, as a shot of the cities on Earth show that the statues are erected everywhere, as the Doctor tells them to relax and be obedient, assuring them that their future is being taken care of. In her flat, Bill sets down two mugs on a table, then concentrates. Another woman appears across the table. Bill greets her, saying, " Hello, Mum," reveling her to be her mother. She tells her that she did not know how the Monks had invaded. She says that she used to travel with the Doctor and Nardole, telling her mum that every day it's harder for her to remember. Bill hears the sound of someone opening her door. She grabs a stool to use as a weapon, but finds that the intruder is Nardole. She angrily asks him where he had been, who says that he had been laid up with the bacteria for 6 weeks. Nardole asks Bill who she had been talking to, tells him that she imagined a version of her who she talks to. The Doctor stumbles from his TARDIS onto a snow-filled landscape, repeatedly chanting no as he falls to his knees. He begins to regenerate. Sometime prior, while walking through the courtyard at St Luke's University, the Doctor decides to test if Missy can turn good, despite Bill's objections. They discuss it further in St Luke's kitchen, Bill claims even Nardole will resist, but the Doctor assures he won't as he agreed "in his head", Nardole sheepishly agreeing. Their short dispute causes the Doctor to become emotional, due to Missy being the closest thing he has to someone else like him, something that amuses Nardole, who takes a selfie with him to chronicle the moment. Later that day, Bill and the Doctor eat together, the latter convincing her it is a good thing to let Missy try to prove herself as she was once his "man crush". After a brief discussion about the Time Lords and gender stereotypes, Bill confesses that Missy truly scares her. The Doctor tries to promise he can ensure Bill won't die, but admits it can't be guaranteed. Regardless, he assures her that he will be there should things get out of hand. The plan set, the Doctor drops Missy, Bill and Nardole off on a colony spaceship facing a black hole in the hopes of saving it. Missy introduces herself as 'Doctor Who' to the cameras, which she claims is the Doctor's real name despite the Doctor denying such. He soon becomes impatient with their progress, walking around the TARDIS eating crisps. Missy finally follows suit by deducing why a distress call was made. She also mocks Nardole and Bill's roles as "comic relief" and "exposition" given their genders. They are soon met by a blue skinned humanoid named Jorj who demands to know which one of them is a human. Bill confesses, the Doctor exiting the TARDIS, taking charge as Jorj prepares to shoot Bill as creatures at the bottom of the ship begin to come up in the elevators. Despite the Doctor's pleas, Jorj shoots Bill in the chest, mortally wounding her. Figures with bandaged faces in hospital gowns collect her body, and, using a voice synthesiser, claim that they will fix her but shall not return. The Doctor trusts them, leaving a psychic message for Bill to wait for him when she awakes. Jorj threatens the Doctor when he attempts to scan the elevators but is threatened by Missy with her umbrella, who states only she is allowed to kill the Doctor and that it will only make the Doctor cross. Once things settle down, the Doctor explains that, due to the lower part of the ship being further away from black hole, time moves faster than the one they are in (the top floor) noting how lifts slowed down when they neared the top due to the difference in gravitational pull, using a red pen in his sonic screwdriver to illustrate. He also states that the creatures on board the ship are the descendants of the crew who went to the lower part of the ship when it got dragged towards a black hole and needed to be reversed, as decades have passed for them even though it has only been two days for Jorj. Jorj admits his confusion; the Doctor mocks him for his lack of knowledge despite supposedly going to "space school", causing the man to reveal he is only a janitor. The Doctor then knocks out Jorj using Venusian aikido so that he and the others can follow Bill. Nardole, stating it has been ten minutes for them, wonders how long Bill has been living below, to which the Doctor replies he hopes they aren't too late. Meanwhile, at the base of the ship, Bill awakes in a hospital ward with a cybernetic heart fused in to her chest, too shocked to look at it. A feral caretaker looks at her before running off. Coming to her senses, she briefly sees a vision of the Doctor telling her to wait for him only for him to vision. She observes the room, noticing two clocks on the wall, one for floor 1056 (which registers 365030 days) and another for floor 0000 (which indicates 2 days). Bill eventually clambers to her feet and begins to follow the noise of someone chanting "pain", soon finding it be another patient on the ward. She goes to fiddle with its voice synthesise but has to hide as the feral man and a nurse enter the ward, the nurse mutes the synthesiser. The caretaker, revealed to be called Mr. Razor, takes a liking to Bill and brings her to his room. He explains how time passes faster for them compared to the top, using a tin can to illustrate, and offers Bill tea. He explains how Bill was hurt on the upper levels so had to have her heart replaced with a "shiny" cyber heart and that she has been at the hospital for a few months. He also shows her a live feed of the upstairs, which Bill then spends her time watching despite its extremely slow pace. Months go by, Bill witnessing how the Doctor raised his eye brow for a week and braced to explain the situation to his associates. While waiting, Bill recovers enough that she is eventually put to work cleaning the hospital by the nurse while plagued by the Doctor's message to keep waiting. On one particular day, she contemplates leaving the hospital only for it to alarm the other patients on the ward, unnerving her enough to stay. After being there just over a year, she eventually convinces Razor to take her out of the hospital, where he reveals to her that the patients are being converted in preparation for "Operation Exodus" as the humans' finite lifespan cannot survive the journey back up to the top. They witness how the dying residents are guided to the hospital by the upgraded partially. After a while, Bill's cyber heart fails, forcing them back to the hospital. More years pass, Bill eventually convincing Razor to take her to the elevators so she can be transferred back upstairs. They sneak in, Razor revealing he has a key to the conversion theatre, wearing a mask in skit attempt to disguise himself. However, once inside, it was revealed to have been a scheme to condemn Bill to a full conversion, as (according to the surgeon) people usually scream if alerted to the real reason why they are taken into the theatre. The prototype patients in the room restrain her as the surgeon remarks how the headpiece he will fit on her head will inhibit emotion so she won't care about the pain of the process. Meanwhile, the Doctor, Missy and Nardole make it to the bottom floor, the Doctor having Missy delve into the ship's computer history to find out what has occurred below, annoying Nardole as that tends to be his job. He and the Doctor explore deeper into the hospital, finding a surgery room. The Doctor uses his sonic to activate the light above the bed, Nardole jumping in surprise at there being partially converted patients in the room. Elsewhere, Razor approaches Missy as she researches, the Time Lady threatening to kill him if he comes closer than three feet. The others eventually learn of "Operation Exodus", while Missy simultaneously learns the ship came from the planet Mondas, twin planet of Earth. Razor teases her again, drawing a pistol, agitating Missy enough to confront him directly, but he discards the weapon. Razor states that he is "worried about his future" and is surprised Missy can't remember being on the ship beforehand. He talks to Missy about his love of disguises, wondering if she still likes them, revealing "Mr. Razor" was an invention so that Bill did not recognise him as a former prime minister of Britain. He removes his mask, revealing himself as the Master, in his "Harold Saxon" incarnation, now sporting a beard and grey hair. He greets his future self, smiles and says "give us a kiss". In the surgery room, the Doctor opens a door, revealing a complete Mondasian Cyberman. Backing away, he confirms he means no harm and asks for Bill's location. To his horror, the Cyberman asserts that it is Bill. Missy and her predecessor enter, the latter surprising the Doctor as they profess they have made "the genesis of the Cybermen". Bill begins to cry beneath the mask. A group of farmers, adults and children, are on Floor 0507 facing against the prototypes from Floor 1056, dubbed "scarecrows", shooting them down by night to then restrain them on wooden crosses by day. A school child is out in the field one morning when a shuttlepod blasts through the ground, crash landing near her. From the rubble, a Cyberman walks out carrying an unconscious Doctor. Sometime earlier, the Doctor awakes on top of the hospital, now restrained in a wheelchair, soon recalling how he was subdued by Missy and the Master. The Master and Missy dance and flirt , with him asking if she's his next incarnation; Missy guesses she is as she can't remember what caused her to regenerate. The Master is stunned: "I'm going to turn into a woman, and you can't remember it happening?" Missy wonders if she is a woman; the Master confirms it. Though the Master doubts it, the Doctor begins deducing what he's been up to since he vanished while blasting Rassilon with his life energy in The End of Time. Upon getting back to Gallifrey, the Time Lords, grateful for the Master's help in preventing Rassilon from executing The Final Sanction, properly restored his body. With that done, the Master stole a TARDIS to go back into the universe; though he considers it a mutual being kicked out. After that, the Master landed on the colony ship, lived like a king and killed people at his leisure. However, the colonists eventually rebelled against him and the Master attempted to flee. However, as his TARDIS was on the last level, closest to the black hole, it burned out his dematerialisation circuit and left him stranded. "You never could drive could you?" the Doctor asks. Both the Master and Missy are insulted; she asks her earlier self if he has any requests as to how to torture the Doctor. They taunt their old friend by telling him of their plan of the Cybermen converting all the humans on the ship. They mockingly call the Doctor "granddad", reminding him that Bill is now a Cyberman. The Doctor tells them that after all this time, if they still think they're winning when he's in the room, they're missing something obvious. Hearing the Cybermen advancing, Missy looks over the ledge and quakes in horror; the Cybermen are coming for them. The Master is confused, as these Cybermen are primitive and shouldn't even be attempting to convert non-humans. The Doctor explains that when he was knocked down by Missy, he altered the signal of the Cybermen so they would convert two-hearted beings as well, hence why they are now focusing on the Time Lord's presence. The Masters panic, Missy frantically using her sonic umbrella to lock a metal door to hold back advancing Cybermen while the Master uses his laser screwdriver to destroy advancing Cybermen. The Doctor brags that he is the only one who is has able to stop so many Cybermen at once. Realising this, a conflicted Missy knocks the Master out and frees the Doctor from his restraints. The Doctor starts wondering which side she is on to which she admits her indecisiveness as she is confused and her other half is unconscious. The Doctor uses his sonic screwdriver to contact Nardole, who reveals he has commandeered a shuttlecraft, lands near the roof to help escape, but the Doctor is grabbed and electrified by a Cyberman before he boards. Missy tries to save him using her other self's laser screwdriver but Bill, in her cyber form, intervenes first, destroying the Cyberman with a blaster based on her head. Missy and the Master try to convince Nardole to abandon the Doctor "The Doctor's dead; told me to say he always hated you." they both say. However, Bill prevents the shuttle from leaving, grabbing the ladders until they rescue him. They escape to Floor 0507, where time moves slower. They find themselves on a solar farm, the Master deducing such by the holographic sky, where some of the humans and a large number of children protect themselves from the early Cybermen prototypes from Operation Exodus. Nardole approaches the girl, declaring they will need her help. They spend two weeks there while the Doctor recovers from his injuries. Bill awakes in the barn, unsure why the villagers are scared of her, concerned why she can't see the Doctor. When given a mirror by a child, she becomes horrified to discover she was converted into a Cyberman. The girl goes to run but bumps into the Doctor who thanks her for being kind to Bill, offering her a jelly baby as she leaves. The Doctor has somewhat recovered, though he still has a scar from where he was hit by the Master. Trying to console Bill, she gradually realises that though she thinks she is human, she is still a Mondasian Cyberman in appearance. She grows angry, the Doctor backing away as Bill accidentally triggers the blaster on her head, igniting the door on the barn, causing an explosion. Nardole, who has been preparing the town for the oncoming Cybermen despite one women saying he has been working them too hard, passively tells the farmers not to worry; they have an upcoming war to focus on. Bill sheds a tear when she realises the humans are frightened of her, and the Doctor wipes it away, noting it unusual. The Master tells the Doctor that he and Missy have been working on something, and pauses briefly to mock Bill, chastising the Doctor for still referring to her as a female and taunts how he hated the time he had to spend with Bill as "Razor". He stops because Bill claims he is not upsetting her, though she cries beneath her mask when he leaves. The Doctor finds it odd she is still able to shed tears. While traversing after the Master, the Doctor struggles to walk, limping heavily. He briefly stumbles against a tree, regeneration energy attempting to trickle from his hand. Wanting to not worry Bill, he draws up a stick and carries onwards but Bill is still distraught that the Doctor can't fix her current condition, the Doctor responding "where's there's tears; there's hope." They soon reach the middle of a forest, just after the Master and Missy theorize they can't retain their memories as their timelines are out of sync. Missy briefly displays empathy for Bill's condition, something the Master finds disgusting. Missy reveals she has discovered a camouflaged lift in the nearby forest, which she suggests they can escape to the bridge, using her sonic umbrella to call it. However, the Doctor declares that there will no doubt be a Cyberman in the lift waiting to find their floor, as the lift was taken to the bottom by them previously. Understanding this, Bill orders them to stand aside, the Doctor convincing the two Masters to do so. The three Time Lords prepare behind Bill, drawing their respective devices. As guessed, the lift brings up an advanced Cyberman from the lower floor, Bill speedily firing on it with her cyber blaster, the Master following likewise with his laser screwdriver as the Doctor and Missy use their sonic devices to slow its advance with a barrier. After several seconds, they disable it. The Doctor warns that (through the Cybernet) they will now have much more time to plan, given they now know what floor they reside on, so they must prepare for a battle. The Doctor returns to the village, revealing the alarm they now hear is the Cybermen's warning from the lower floors. Using a computer, Nardole discovers that the floor below this one has many fuel pipes that he can detonate as weaponry against the Cybermen, briefly testing such by blowing up a wind mill, stunning the villagers; the Doctor remarks that they can use such to confuse the Cybermen and make them believe they are stronger than them. The Doctor finds a conduit to another solar farm on a higher floor that can be used to evacuate the children, having Bill blast it open, knowing this is a fight they will likely lose. Meanwhile, the Master and Missy decide to leave and plan to find the Master's TARDIS at the lowest floor, though the Master reveals he broke his TARDIS. Missy convinces her younger self to always keep a dematerialisation circuit on hand. She recalls the time a woman shoved her against her a wall to convince her to carry the device on her at all times. While recalling the story she shoves the Master against the wall, revealing herself was the one to convince the Master to carry the circuit. The Master hints to her that he is feeling sexual feelings for her, but Missy tells him it's very wrong. Night falls, the Doctor standing guard outside the house. Inside, a woman attempts to flirt with Nardole as he works on his computer, only to turn around and shoot at Bill, falsely thinking her a hostile Cyberman. She leaves distraught, going outside to the Doctor. The first wave arrives, Nardole and a girl preparing to combat them, successfully tricking them that an apple was capable of destroy an entire group of them. They retreat to the house, now understanding the Cybermen will likely return to outright destroy them next time rather than merely capture them for conversion. Meanwhile, the Doctor notices the two Masters trying to leave and runs after them. He pleads for them to be by his side to help. He gives an emotional and passionate speech on why he helps people, since it isn't easy or always going to work, it is just the right thing to do, as saving people would just be kind. The Master ridicules the idea, saying that he didn't listen to a word the Doctor said. However Missy was somewhat moved by the Doctor's speech, agreeing being the Doctor's friend was what she always wanted. However, after briefly grabbing each other's hand, she sides with her predecessor. At the lift, Missy tricks the Master into dancing with her and fatally stabs him, forcing his next regeneration, though she makes the wound "precise" so that the Master will have enough time to reach his TARDIS before regenerating. Gradually dying, the Master compliments her, glad they haven't lost their touch. After helping him into the elevator, Missy announces she will return to help the Doctor, turning to walk away as her predecessor shouts her to not go. Missy tells her past self this is where all the scheming, killing and egomania has led them: standing with the Doctor. Unable to accept that his future self will side with the Doctor, the Master draws and fires his laser screwdriver at full blast, causing Missy to collapse on the ground, fatally wounded. He claims the strike has disabled her regeneration, commenting that it is the perfect ending, with them both shooting themselves in the back. They both laugh as the Master descends in the lift and Missy seemingly dies. An initial wave of Cybermen arrive, but using Nardole's tricks with the explosives, they are able to make the humans appear more powerful, forcing the Cybermen to retreat and develop a new plan, giving the humans more time. Back at the house, and against Nardole's protests, the Doctor downloads the plans for the floor into his sonic screwdriver and sends him to help evacuate the children, intending to stay alone to fight the Cybermen. Nardole resists, having deduced the Doctor is going to commit suicide by detonating the entire floor in a last ditch attempt to destroy as many Cybermen as possible. The pair argue over who really should die, Nardole reasoning he can't given how he was before meeting the Doctor even though the Doctor tries to reason that he should stay as he is already dying. The Doctor eventually convinces Nardole that helping the children will be his penance for the crimes he committed before they met, as he is the stronger of the pair. Nardole jokes he will name a farm after him. Bill also insists on staying with the Doctor despite Nardole trying to tell her otherwise. As he leaves with the humans, Nardole admits that he will never be able to find the words for Bill and the Doctor's sacrifice. With all the humans evacuated, the Doctor and Bill prepare for a last stand, each deciding to charge into opposite ends of the forest. Bill says one last goodbye to the Doctor, even joking briefly about her sexuality, assuring him she had still retained her humanity. They face the oncoming wave. The Doctor ignites several of the Cybermen, listing the numerous times he has defeated them while doing so. However, he is inevitably surrounded and receives a full strike from one Cyberman's laser beam. He declares he is the Doctor but the Cybermen retort they have no need for a doctor anymore, firing at him again. Falling to his knees, he prepares to ignite the floor but is struck again, the blast proving fatal enough that his body attempts to regenerate. Refusing to give in, he holds it back and ignites all the pipes below the floor, engulfing it all in a wave of destruction, destroying all the Cybermen. Above on floor 0502, Nardole waits outside of one of the lifts, hoping the Doctor and Bill will return however, the children convince him to move on and focus on living with them now. Back downstairs, the floor is now a wasteland scattered with destroyed Cybermen. Bill, barely functioning, finds the Doctor severely wounded. She mourns over the Doctor's body, but suddenly finds herself out of the Cyberman suit, seemingly human. She looks up and sees Heather (from The Pilot) who found her by her tears and changed her into a being like Heather. To prove to Bill that she isn't dead, Heather kisses her, after which they take the Doctor's body to the TARDIS, and Heather, as the Pilot, sets the controls for the TARDIS heading to a new location, while offering Bill to live out a different life, travelling the universe with her. Before leaving, Bill sheds a tear on the Doctor, but does not wipe it away, saying "Where there's tears, there's hope." She walks over to Heather and the pair of them walk out of the TARDIS into space, off to travel the universe. The Doctor's wounds heal as he dreams of Bill and Nardole, yelling for him. He then dreams Rose Tyler, Martha Jones, Captain Jack Harkness, Donna Noble, Madame Vastra, Jenny Flint, Sarah Jane Smith, Amy Pond, Clara Oswald and River Song calling out his name. Twitching, the Doctor then dreams Missy saying his name and he awakes, gasping for air. Seeing he's begun regenerating, a confused Doctor mumbles some of the last words of his other incarnations. Yelling "No!" with all his might, the Doctor suppresses the complete regeneration. "I can't go on always being somebody else" the Doctor cries out as the TARDIS lands. He tells his TARDIS that it doesn't matter where it's taken him; he won't listen to whatever kind of lesson that it's trying to teach him. The Doctor steps outside into an arctic landscape. Out in the snow, yet again his regeneration attempts to start. The Doctor forces back screaming and stops the regeneration by shoving his fists into the snow, again stating he will not change. Suddenly, in the distance hears a voice stating the same words of not changing, finding the idea ridiculous. The Doctor calls out, asking for the person to identify themselves. The stranger asks for the Doctor's identity, which he confirms. The stranger replies that while the Doctor may be a Doctor, he is "the Doctor. The original, you might say". Much to the Doctor's shock and surprise the stranger is revealed to be his first incarnation.