A whifferdill, a shape shifter, acts as a phone in an office of a business humanoid -- a bug man who is cheating on his wife and going out with another lady. The Whifferdill, can shape change to any shape.  It leaves the building as a bird and almost gets eaten by an owl. Then as it falls into garbage, it almost gets eaten as a hamburger by a homeless man

His office claims the name of Avan Tarklu, Private Investigator. On his message board are various Wanted Posters -- one of Marty the Mouse, wanted for bank robbery and breach of copyright. Also the Doctor -- the Fifth Doctor, also known to look like the Sixth. 250,000 Mazumas are offered for info to his whereabouts

Going to a bar full of alien life forms, the shape shifter changes to a fly to find out info. He hides into the Doctor's drink, which is taken away by a waiter. He becomes a fish as the waiter throws the drink and him down a drain. This gets him into the alley where he see the Doctor being attacked by bug eyed thugs in black, one with a strange pair of binocular glasses. The Doctor fights them off and the shape shifter helps by making his own hands into boxer gloves and boxing the remaining... and gun toting thug down. The Doctor escapes into his TARDIS in the alley and sets the coordinates for Greenback Bay, Venus. The Whifferdill, now part of the central column, asks the Doctor who is in charge here

The Doctor tells the shapeshifter he's not intimidated, "I've been threatened by experts, you know. Cybermen, Ice Warriors, Daleks, BBC Producers..."    The shape shifter tells him that he is himself public parasite number one,  a Whifferdill.  If the Doctor doesn't take him where he wants to go, the Doctor will find hassles on board such as sandwiches that bite back and real toy battle ships in the bathtub that will fire on him or shoes that fly away

The TARDIS appears on Venus on the roof of Intra Venus Inc. Guards find it and notify a Mr. Dogbolter. Dogbolter wants the TARDIS knocked off the roof. One of his ships fires a one megaton bomb on the TARDIS to no effect. A flag of truce sticks out of it and then a message si sent in a flying paper plane -- a message telling that  the Doctor has been caught.  A robot tells Dogbolter that the bounty hunter wants 500,000 more for the time craft. But Dogbolter is only interested in the Time Lord.

The Doctor is delivered and the TARDIS dematerialises. While he is escorted, the Doctor suddenly vanishes from his two guards, one of whom shoots the other two -- it wasn't the Doctor they took, it was the shape shifter! It is up to the Doctor now to com to his rescue, "Come on, Ace, start struttin' your stuff

The Whifferdill changes to W.C. Fields to congratulate the Doctor on impersonating a bounty hunter -- when he turned over the Doctor, "the Doctor" was really the Whifferdill, the two of them having joined forces. Thus, the guards gave Frobisher his money, from which the Doctor wants his share of 125,000 Mazumas

The shape shifter decides to stick around; with his brains, and the Doctor's beauty, they could do great things. He tells the Doctor there is no choice. The Doctor however wants to hide for a while since Dogbolter will throw everything he has at them... perhaps some far distant dimension.

A kraken, one of several leviathan sea monster, follow a death ship in the ocean. A craggy faced man in a high collared robe lashed the Doctor to the wheel in storm haunted waters moving toward rocks at the end of the world. The man calls himself a lord of life and the ship, a phantom in the Doctor's dream, goes over a waterfall, waking the Doctor up from his bed in the TARDIS.

A wind and snow come into the TARDIS, one door left open. In his night clothes and robe, the Doctor goes outside to see a snowy world -- the North Pole maybe. He sees his clothes on a snowman. Dressing he goes out into the snow and says good morning to Frobisher -- the whifferdill so named now. Frobisher has decided to go native today... he is in the shape of a Penguin.

The Doctor deduces they are at the South Pole but they are not sure. The pair find an iced over sea going ship -- the one from the Doctor's dream. Frobisher finds pieces of eight from the Barbary Coast, West Indies, Old Jamaica, but they also see a frozen pirate at the wheel of the ship. An open door blowing in the wind leads them to the captain's cabin. The Doctor looks over charts... star charts with constellations like nothing he's ever seen before.

Before Frobisher can get a look at them, an old man shows up with an old flintlock and skis, "You can just hand those charts over to me, m'boy... and take it slow... or I'll scatter your gizzards all over this God forsaken ship!".....

The old man ties the Doctor up in a chair but the Doctor sends Frobisher up to find out which way the man is leaving. Using a trick he learned from Harry Houdini, the Doctor gets free of the ropes. The man has taken off in a Da Vinci original, a flying car with pedals and strange whirling wings.

Frobisher falls off a hill and cascades into the Doctor and they both crash into the snowman. Frobisher  wants to stay a Penguin for awhile, for personal reasons. He tells the Doctor he once spent 14 years as a till at a checkout counter in a supermarket in Walthamstow for love, "But she thought I was only in it for the money..."

The Doctor scans for the birdman and makes the TARDIS vanish. A lighthouse beams a light on the man's machine. He rambles about being keeper of the flame and defender of the faith. The Doctor appears and detects an impulse from the lighthouse as well as power equal to that of a factory. Despite the Doctor telling Frobisher not to go outside, the Penguin does.

The Doctor follows and sees a strange light in the water. To his surprise, Frobisher comes out of the water and asks, "What's up, Doc?"  From stone steps leading up to the lighthouse, the Doctor hears a noise. He moves to investigate with Frobisher and they see a mechanical muscled 9 foot robot moving at them. As Frobisher lets the Doctor know that there is a spacecraft underwater, the machine moves at them...

In an outback dimension somewhere between mythology and madness, the Doctor seeks truth and beauty at the edge of the world, guided only by the beam from a lighthouse. The Doctor deduces the machine coming at them is not a robot but an automation, a mechanical body inhabited by a living soul. It goes past them into the water.

The Doctor orders Frobisher to go back to the TARDIS and stay there and not to touch the food machines -- the last time he left Frobisher alone he filled the control room with Mars Bars.

The Doctor uses some kind of mini telescope to see through a key hole into the room with books and charts where the old man is reading the star charts. The telescope is a vibrator piklok and allows the Doctor inside. He picks up the gun. The Old Man calls him Professor Moriarty and has a huge target on his chest now, telling the Doctor to shoot him. From his own coat, the old man pulls a small pistol and fires at the Doctor... hitting him with a rubber dart on the forehead.

The old man runs out, having an appointment with Marco Polo in far Cathay and locks the Doctor in. The Doctor tries to shoot the large gun but it merely fires a flag that reads BANG. The Doctor breaks out but falls off a precipice down to a fall toward rocks below the lighthouse and over the sea. As he clings onto the side, the old man reappears and asks him to pick a card with his mouth. The Doctor calls him mad. The Old Man uses Punch and Judy dolls to whack the Doctor. The Old Man suddenly becomes serious and says, "You are in mortal peril, Time Lord, Voyager has seen you and your soul..."

The Doctor is suddenly back in the bookroom. The Old Man tells him the world has ends and that logic is a new toy. The Old Man prepares a drink for the Doctor, who asks who the old man is. "I am Astrolabus... the star taker, the sandman, the jester, the conjurer and the clown, I am the fool, I am el diablo, Zorro, Robin Hood! I am a willow wand in the diviner's hand... I am the last man, the flame keeper, the light at the edge of the world. I am Santa Claus. I have charted the secret places of the Earth. I have journeyed to the stars... I am the fairy at the bottom of your garden. I am the spring in the well... the story teller... the star spanner... I am the goblin, the imp and the Ace of Wands... I am Magic, I am myth, I AM LEGEND..."  with this, his eyes fixate the Doctor...

Astrolabus tells the Doctor that at Alexandria in King Ptolemy's time a lighthouse was built and bade him to set a light that would last a thousand years. Obeying, Astrolabus took fire from the sun and stars and put it in the lighthouse. It seemed the age of darkness ended as ships were guided. The Court Astrologer predicted dire peril and sky ships with travellers came from beyond the stars. The City had become a crossroads in time, past and future conjoined -- sorcery and science walking hand in hand.

The space visitors needed charts in the keeping of Astrolabus to find the power of the Earth contained within it. Adepts in sorcerery called upon the Chthonic winds and took the charts and fled into the abyss of time and tide.. into frozen hell. Dwellers the depths rose and took the remains of the fallen city as the conjunction of planets Mars, Jupiter, and Saturn came about. From the realms of time, Voyager came..Death. Astrolabus's name is legend on a dozen worlds. "Do you still not know me, Time Lord?"

In the visitor's sky ship, Astrolabus and the aliens followed the paths of time that opened in Voyager's wake. But the electro magnetic storms crashed the ship into the sea. Astrolabus's soul burns in the lighthouse's lamp. The Doctor knows Astrolabus is the Thief of Time... he recalls it now. He stole the book of Old Time from Gallfrey before the Doctor was born. Astrolabus argues that he is a real Time Lord who pioneered the meridans of time. But he stole Rassilon's sacred work and the book of old time, the Doctor insists. The deserted beacon, the lighthouse, is Astrolabus's TARDIS! He stole things from planets' past ages. The Doctor runs down through the lighthouse followed by a creeping octo-squid shadow. "there is only madness here! It's one big trap...I've got to..." he plunges out an exit way and off the lighthouse which is now set on an asteroid in the depths of outer space. The Doctor falls through space now, "Get freeeee!...."

He lands into a freefall and falls into an ocean of night and sea monsters. Seeing the Doctor on the TARDIS screen, Frobisher, obeying his conscience, rushes out to help the Doctor, deciding not to use a nose and glasses mask disguise to be free of the Doctor's wrath. Frobisher rescues the Doctor as the lighthouse, a space-time rocket takes off. It blows up into a ball of fire.

Voyager appears on the surface. The water around the Doctor was solid space. The ship moves to a waterfall, as the Life being with craggy face tells the Time Lord Doctor that the universe ends here. It seems to be an illusion of it all as Frobisher pulls the Doctor away from a hill over water.

Voyager is gone now. But a huge figure of the Life calls, telling him that he will be with the Doctor always unless the Doctor returns the charts stolen from him by the Time Lords. The Doctor thinks Astrolabus was banished by the Time Lords, not one of them. It was Astrolabus who stole the charts and now he may be dead. "Return them to me, or you may find that your universe has come to an end." The TARDIS leaves and the automation with a soul watches, a beacon from its head standing on the steps that no longer lead to a lighthouse... the Doctor is glad to get far away from here...

Terminal LX 116/RM -- crossroads of the galaxy, the terminal known as Galena, a huge spacestation and docking moor. Dr. Ivan Asimoff, a traveller who met the Doctor in the past, bumps into Frobisher, who was just emerging from the TARDIS. The Doctor also emerges and re-meets Ivan. He tells Ivan that he is the Doctor and he has changed his appearance since they last met... several times, in fact. Ivan rushes off but tells the Doctor he needs his help. He gives the Doctor his card which will tell the Doctor how to reach Ivan -- at the annual conference of the "Save The Zyglot Trust".

An alien spacecraft a mere three million miles from Galena tracks a young space faring Zyglot creature -- a giant fish like, insect like floater in space. The aliens tracking it for its colors and the price it will fetch will send it back to the Ringway Carnival -- a kind of alien zoo that includes a Zyglot who was recently visited by Ivan. The captive Zyglot is called Poly and it the only one in captivity. And Dr. Ivan Asimoff has felt  in love with it.

As Frobisher wants to stow up on some fast food candy -- chocolate pritchards -- the Doctor plans to get Ivan down in the deep docking bays. He takes Frobisher in the TARDIS and makes the Penguin shapeshifter hold up Ivan with a gun to bring him aboard TARDIS. There, the Doctor tells him, "You've just been kidnapped..."

Asimoff is in the TARDIS as Frobisher brings the Doctor a newspaper from the terminal about the kidnapping. The Doctor's plan is that others, knowing the Zyglot Trust is broke and cannot pay a ransom, will pay lots of donations to the trust to save the Zyglots and Asimoff, who thinks this is outrageous. The President of the Trust will be furious... a Professor Labus... Astro Labus! The Doctor's brain is filled with sensations at this name... he falls through the floor which is like water and he falls and falls... through the mouth of a giant Astrolabus. The Trust, with alien members and Astro Labus, starts its meeting. Astrolabus tells the members he smells a big, fat furry rat and to "throw in a Penguin for good measure!"

Frobisher tends to the fainted Doctor in the TARDIS. The Doctor thinks it is a post hypnotic suggestion... the first part of a jigsaw. The alien hunters of Zyglots are called Akkers, reputed to be the dullest race in the galaxy. The Doctor wants to pay them a visit. Asimoff asks, "Oh, Doctor, we're not going to have another adventure, are we? I don't think my nerves can take it!"

The Doctor gives Asimoff a stun rifle as the two and Frobisher explore a spaceship of boring Akker aliens. Frobisher asks two Akkers where the Zyglots are kept. One tells the other to ignore him, the penguin being just a figment of his imagination. The other Akker says, 'Hang about... But I haven't got an imagination."  One of the Akkers sound an alarm.

A robot, the Defender of the ship, attacks the Doctor and Asimoff -- its weapons are a heavy duty industrial cleaner and paint spray attachment, high pressure drain clearing equipment, and a pile of old buckets. It can use a broom, a squeegee, and brush to attack but it 'bops the Doc with a mop" as Asimoff explains. Asimoff gets mean and levels his rifle-gun, "Don't come near me, you monster! One step closer and I'll blast you to smithereens!"

The robot begs Asimoff not to shoot him and confesses it is the Janitor, "I'm not really the defender at all! I'm too young to die!" It then tells them where to find the commander.

Asimoff and the Doctor go the bridge where Asimoff sees that, "Doctor, they have your strange little friend." Frobisher is on the bridge with them. The captain has his hand over a button that will tighten the gravity net and crush the young baby Zyglot under its own weight. As Asimoff threatens the captain, telling him he is a civilized being or he would drop the captain where he stands, the Doctor says, "Steady on, old chap."

The real DEFENDER robot smashes its hand through the wall. The Doctor tells the Asimoff to aim for the control panel. He does and frees the zyglot. The captain tells Asimoff he will never talk but he does... right away. Watching him on a crystal ball is Astrolabus. The captain tells them that the great swami Astral Arbus has put them up to kidnapping the zyglot.

Soon, Astrolabus asks, "Do I hear a VWORP? do I hear two Vworps?" Frobisher and Asimoff surround him but he grabs the Penguin, muttering more insane dribble, and jumps into a box with a curtain that leads into outer space. Asimoff runs and tells the Doctor. The Doctor tells Asimoff to run since he just adjusted the gravity nullifier on Polly's void trap. This will free the creature in captivity. It does.

As Asimoff feels dejected, losing his love -- the Zyglot, he finds the TARDIS vanishing and a suitcase of money which is a contribution to keep the Trust going -- courtesy of Intra Venus Inc. via the Doctor.

Here's to you, Doctor... to the future and the next time we meet... and may heaven help us all."

The TARDIS, chasing Astrolabus who has Frobisher, is in a dimension world that has supposely low level organic life, but featuring anyway, a floating balloon, the Little Red Riding Hood, and a spectral being on a horse that attack the Doctor when he leaves  the TARDIS. To his surprise, the Doctor repels it with words he doen't even know.

Frobisher comes running to him, telling him he has been having a lovely time. He has merry chums here, too! The Doctor is not too sure that anything here is real. Frobisher is a guttersnipe from a slum on some backwater planet and never had merry chums in his life. A living tree tells the Doctor this is the land of make believe but is as real as they want it to be. It is like a story book. The Doctor warns of the dark side of fairy tales.

To an audience of what appear to be humans and bug eyed aliens with strange things coming out of their heads, Astrolabus tells of the plight of the Doctor and Frobisher. He warns of a greedy goblin group, 7 foot March Manglers from Xenophobe-12, whose crashed ship lies in the forest depths, hand hunters of Gamma Delta, who make necklaces from their victims' fingers. People enter the Land of Make Believe Fun House.

ONCE UPON A TIME LORD...FROBISHER EATS A WORM.
A furry woodland gent, a badger man named Old Brock in Wild Wood and he has a huge earth worm in his hand. Frobisher eats it, cross-eyed. They leave him and find the shadows of the forest are alive with eyes.

ONCE UPON A TIME LORD... FROBISHER WISHES HE HADN'T.
The pair find skulls and bones on sticks and an arrow hits a tree behind Frobisher. They heard the merry tinkle of little people. Frobisher wants to get away and steps into a monkey trap. It springs and makes him dangle upsidedown from his foot.

ONCE UPON A TIME LORD... HE WHO HESITATES IS LUNCH.
Pygmies tie Frobisher to a stick and carry him horizontally, ready a bowl to cook him in. The Doctor watching, says, to himself really, "Why, Penguins taste awful and give you terrible heartburn!" A loincloth wearing mostly naked man, a Tarzan like figure with a knife, cuts the ropes off Frobisher's tree and frees him. Spears follow Frobisher as he runs to the Doctor.

Frobisher asks the Doctor what is happening, he does not feel like he is in control. Astrolabus asks the children to think of something really dangerous. On a brick walk way, the Doctor and Frobisher don't see the giant feet appear in the woods next to them. A giant troll with furs, a belt, a popping right eye, and a giant axe that he swings at them. It is very tall and large. "Doc! I can't take much more of this..."   Frobisher yells. The Doctor says, "Just keep running... we've got to make it to the castle!"

This land of make believe is inside a magician's cabinet -- which is where the Doctor went after Frobisher, when the Penguin  was kidnapped by Astrolabus after the pair freed a captured pair of Zyglot creatures...

Astral Arbus, swami, aviator, trick cyclist, accountant, thespian, gazeteer, boulevardier, man about town, and legend in his own lunchtime... is the one behind it all. Inside the castle, shelter from the giant troll chasing them, Frobisher and the Doctor encounter a midget knight guard who seems to attack them but who snaps the rope on the gate to bring it down on the troll giant's neck and head.

Astrolabus is in the king's chair playing with a Doctor puppet on strings. The Doctor bursts through the doors, shouting, "Knave! Varlet! Vagabond! Caitiff. Wretch. Rascal! Rapcallion! Blackguard. Shyster. Skunk. Cur. Tyrant. Fiend. Cad. 603n. Tergiversator!" He pulls a sword from the wall and cuts the strings off the puppet, telling Astro to get out of his mind. Astro pulls a sword and they fight. The Doctor rips the enemy's sleeve and sees that on the arm beneath is the missing star charts of Life are tattoed.

Astro runsout ao door to a dimension gate, through mountains, onto a stagecoach dressed as a cowboy, and onto a merry go round ride, riding a fake horse. He runs to a cottage but doesn't get in yet, trying to find a short cut to the next page of this comic! He is in nothingness on the next page as he makes it into the doorway. He wants to just make it to the next EPISODE.

He feels a power greater though and gets afraid. Dressed as an Arabian shiek on a camel is Life who wants the maps. The Doctor catches up with Astrolabus and forces him to tell Life the truth. While the villain asks Life for mercy, Life tells him that Astrolabus stole the charts for access to the most mysterious dimension of all... the dimension of death.  Astolabus has the charts tattooed all over him. Life makes the charts vanish... with their skin... that of Astrolabus... a sandstorm hits and makes the thief vanish.

The Doctor's mind is now free. The Doctor finds what is left of Astrolabus's body, still alive and calling him. "Why, Astrolabus, why?"  This was his last incarnation... he wanted immortality. The Doctor holds his own face, "You're mad, my friend... magnificent but quite quite mad."  Astrolabus tells the Doctor that the Doctor would have made a worthy successor to him... the Doctor was just getting the hang of it. "I follow nobody, Astrolabus... I'm free... I go my own way." Astrolabus asks him, "Ah, Doctor... how can you know? How can you know.. how long... I have been writing you life? What will you do now that I'm gone?"

The castle blows up. Frobisher tells the Doctor, who is near the TARDIS with him now, "You rescued me!"  Frobisher would like to look around the carnival now that they are there. He hasn't seen a carnival for ages. Frobisher asks the Doctor, "How about the Tattooed Man?" The Doctor has his hands in his pockets, "I don't think so. I'd much rather go somewhere else."

Frobisher is beat 23 times at a game the Doctor extrapolated from chess, the Doctor having added extra levels.

The local name of planet U-235 is Actinon, untechnological; but they're now reading technological activity on it. Frobisher crosses his flappers, "Uh oh, Mr. I love  a Mystery is back in business."  The Doctor makes the TARDIS appear on a hillside out of sight of the walled city below.

The Doctor dons a sun hat with hanging beads, suggesting Frobisher change his form. But he likes being a Penguin. Watching them from the rocks are a band of barbaric looking Viking type men with strange dino like camels. Frobisher, before they get into town, changes into a loin cloth wearing long haired, 7 foot tall barbarian with lots of muscles. The Doctor says, "Gaudy, Frobisher, very gaudy."

Frobisher pushes a eye patch wearing salesman off of them as they move through the city. In a bar, Frobisher almost orders a drink named a Manhattan...but the Doctor elbows him. They don't have any money to pay for their drinks. The Doctor smiles and will explain it to the owner, "After all, what can they do to us?"

Later, the Doctor, shirt off, is chained to a wooden frame from which his head sticks out. He and Frobisher are being sold as slaves! Frobisher thinks they should have washed a few dishes instead. A man in a black hood buys them  and sets them free, but was instructed to bring them to his master as guests. He is Achmar, advisor to Kaon, lord of 7 provinces.

Three moons ago, an enemy of  Kaon named Vegar the Vengeful took the daughter of Kaon. A bare boy on a dino listens to them. They ride to Kaon, pulled by this boy and the dino. Brought by the Viking guards to the master...they are made to kneel before him... a Draconian lizard warrior, "Welcome, Time Lord. Your fame hass sspread even to this Galactic Backwater!"

This Draconian, Kaon, knows the Doctor's Blue Box and knows the Doctor is a Time Lord. A craft taking Kaon to an outlying world of the Draconian Empire ran into a meteor field and crashed here. Only he and his wife survived. He established himself as a warrior and leader over a small group of barbarians. His wife died in childbirth -- his daughter Kara became a fine son. The land taken by Kaon once belonged to Vegar. Kaon tells the Doctor that the Draconians value the lives of their females and daughters little but a long way from Draconia -- Kaon's ways have changed.

Frobisher asks him what that has to do with them. "Your mannerless friend is not ass dull las he seemss." To prevent bloodshed, the Doctor agrees to help. A troll like servant reports Kaon's movements to Vegar, who has Kara chained to a pole with her wrists above her. On dino horses with the others, Frobisher complains, "Oh, my achin' back!"  Frobisher hopes this rescue doesn't take too long, "I'm getting pretty tired of this shape." The Doctor will take Kaon and Kara to civilised outpost as Kaon asked -- once they free her.

Kaon's troops storm the stronghold of Vegar. The Doctor did not know this would happen while Frobisher thinks it is pretty neat for a diversion and that Kaon is a good father, even if he doesn't tell the truth. Frobisher gets a sword point to his thick muscled neck, ending the Doctor's chat with him over chess and the real war game they are in now. But he makes himself get bigger but a warrior pokes his leg with a sword.

Two elite bodyguards with Kaon and the Doctor  take care of the warriors from Vegar's side. Kaon also kills a few with his axe. They follow another warrior toward where they think Kara will be. Vegar kills the two elite bodyguards but Kaon kills Vegar with his sword. Frobisher frees Kara with a sword. Kaon tells her they are going home to Draconia. From behind him, the troll servant stabs a sword through his back and out his chest and upper stomach. Kaon turns and shings his sword into the troll, killing him down.

Frobisher says, "We'd better all get out here, Doctor...I'd hate to be caught red handed by the locals with all these stiffs."  The Doctor agrees, "This time I can forgive your caution, Frobisher..." Kara elects to stay behind to lead her father's people, to bury her father. She has no place away from here. His people need her now more than ever. The Doctor says goodbye to her. Frobisher says, "C'mon, Doctor. The TARDIS is waiting.

A force cries out that it is alone but was not always. It is in a haunted house and wants to reach out and feed. Frobisher relaxes as a penguin again, on a beach chair in the TARDIS, which is being pulled off  course. Frobisher says, "Y'now, Doc, for the universe's best travelled man, your sense of direction in is the pits."

They emerge in the house. Looking out the window they see a strange place, the Doctor thinks is an illusion. Tree like tentacles rise from the floor and grab TARDIS. Unaware of this, the Doctor picks up a candelabra. Hearing strange sounds, Frobisher wants to stick with the Doctor. In a room they find a violin and a still warm drinking glass. They hear screams and find a girl in a vest and two piece with bare stomach and Arabian type pants. Peri! It changes into a giant winged demon like alien monster which lunges at them.

They go through a door to find the room sideways and a man sitting sideways to them as they enter. To him, they are sideways and entering on the door up the wall! The man runs out. The Doc and Frobisher find themselves in a small locked room. Frobisher tries to tell the Doctor about this being a funhouse in a carnival. The Doctor feels the TARDIS being attacked. The Doctor gets a door open finally but sees a pit with hellish beasts flying into it and he just about grabs onto the door to prevent himself from falling down the deep dank fire cavern. "Good Gallifrey!" Frobisher pulls him in as a bat like demon flies at them.

The TARDIS is under another's control. It starts to VWORP VWORP away but they run down steps. But then the Doc realises the truth, "This house is somehow joined with the TARDIS. It's not the TARDIS that's taken off..it's the whole house. And us along with it!"

The House hurtles through the time vortex. Frobisher gets the TARDIS log. The Doctor thinks that means they are going back through the TARDIS log. To reach teh console Frobisher uses a box. The Doctor looks for an axe in the closet, a hatchet really. On the floor are scattered jelly baby jar, a piggy bank, a ball of yarn, a cricket bat, a laser gun. Frobisher thinks for a smart guy, the Doctor can be really dumb sometimes as the Doctor tries to cut the tentacles off -- when the direct approach fails, he will work on being devious. Frobisher has to pull him free.

The Doctor felt like a giant hand was stopping him.  The thing feeds on fear, emotion, and raw energy, the more they feed it the stronger it becomes. The Doc tells Frobisher the TARDIS is a boundary between dimensions, not a physical object. Rocking stops. They turn the scanner on and see it. Outside is a giant eye with tentacles. Frobisher asks, "Uh, Doctor, ever had that feeling that you're under observation?" The doors seem to bulge in.

The Doctor has a plan now, wishing he paid attention in basic seamanship. He uses a ball of string Frobisher fetches to go to the Zero Room. Something laughs. When the Doctor pulls on the string, he will shut off the circuit that protects the TARDIS's passengers from the changing time fields outside. Being in the Zero Room should protect them from the worst of it. Everything outside will regress in time at the same speed as the TARDIS, including the House. He pulls. The Doctor goes out, "If I'm not back in a few minutes, you're on your own."

Frobisher, at the door, becomes his Conan barbarian type. The Doctor becomes his Fifth self. Frobisher becomes the business suited detective. The Doc becomes in his fourth incarnatiuon. Frobisher is a baby on the floor. As he runs, the Doctor is now the Third Doctor. Frobisher is just a small embryo of fluid as the Second Doctor reaches the Console Room. The First Doctor bends down, "Unhh!" He puts the switch back on. He becomes the Sixth Doctor. Something screams.

The House is trapped in the time vortex and cannot get out. It talks to itself, "I'll rest now. And in time, others will come. In time, I'll feed again and be lonely no longer. In time... in time..."

The Galactic Federation faces a threat from the skeletoids, humanoid cyborgs from the planet Vespin who have all but destroyed the Daleks and Cybermen, and are now poised to invade the Draconian Empire.

The Doctor and Frobisher learn of the threat from Kane, a former college professor who became a vagrant to get away from the internal politics of his profession; while on his "sabbatical" he studied phenomenology and developed his own paranormal powers.

After pausing to pick up Peri from 20th-century Earth, the Doctor sets off for the planet Ankara to attend a conference on the skeletoid crisis, but for some reason the TARDIS is diverted to the planet Xaos.

There, the travellers meet Kaon, the Draconian warrior whom the Doctor and Frobisher met at an earlier point in their lives but a later point in his; and Abel Gantz, an alchemist who has developed the ability to transform his flesh into any element and shape imaginable following a laboratory accident indirectly caused by the TARDIS' escape from the Funhouse.

Kaon believes that the six gathered here are the prophesied chosen ones who will rid the galaxy of the skeletoid menace.  The Doctor uses the TARDIS to transport the six of them to Vespin, where they fight their way into the skeletoid control room.

Abel sacrificeshimself by transforming into a giant bomb which destroys the skeletoids' control and the giant brains which operate it.

The Doctor and his companions travel to Ankara to report that the threat has passed.

The TARDIS materializes around a spaceship transporting a starving family of farmers away from the planet Sylvaniar.

The planet has been suffering from a drought caused by careless scientists' experimentation, and recently a number of peasants have mysteriously disappeared.

Although the Doctor is initially inclined to kick the newcomers out of his ship, a few choice words from Peri remind him of his duty and he instead gives them food and clothing before sending them on their way.

His curiosity has been piqued, however, and he sets off for Sylvaniar to investigate. The TARDIS materializes in a locked room of the scientists' castle, where Dr Verdeghast has just been throttled to death, but while the Doctor, Peri and Frobisher are initially arrested for the crime, the Doctor is able to convince Captain Krogh that they are not responsible.

Peri and Frobisher remain in the cells to ensure the Doctor's good behaviour while he helps Krogh to investigate.

They soon learn the scientists are being attacked by partially-converted Cybermen, brought back to life by the mad Dr Sovak with parts from a crashed Cyber-ship -- and body parts from the "missing" farmers.

Sovak intends to seize control of the castle to direct all future scientific research along the lines he dictates, but he miscalculates and blows up his laboratory, the Cybermen and himself.

The Doctor rescues Peri and Frobisher from the burning castle, but as they depart, Frobisher reveals that he is now suffering from monomorphia; until further notice he is stuck in the shape of a penguin.

Peri is trying to get the Doctor on a diet, and so she serves simple salads.

As Peri tries to get him to eat the meal she notices a strange device nearby. The Doctor calls this a Personal Reality Warp which sends the user to a reality based on their thoughts. As he leaves, he tells Peri not to touch it.

Not believing what the Doctor has said, Peri is sent into a reality based on Lewis Carroll's work, in a woodland. A rabbit looking quite like the Doctor rushes past her, calling that he is late. Peri walsk along and finds two figures named Dum and Dee underneath a tree. She realises that these are turnips, despite the pair arguing the contrary. Peri runs off as they try to tell her the story of the "Walnut and the Cauliflower,"

After slowly treading past the sleeping Red Cabbage, Peri ends up at the dinner party of the Celery, the carrot and the small tomato. She accidentally drops a comment that she has eaten plenty of carrots, causing them to believe she is a murderer.

As Peri runs off she is caught by the Queen of Artichokes and sentenced to death. As the King and Knave of Spuds carry out the sentence and the rabbit runs past once more, Peri screams out that she will never eat vegetables again.

At that moment she is sent back to reality, in front of the Doctor. When the Doctor adds they should finish the salad, Peri suggests instead they eat Hamburgers and chips instead. As she leaves, the Doctor looks down at the reality warp, and smiles.

Out in space the Mayflower, with its 20,000 crew in cryo sleep, is travelling from the overcrowded 24th century Earth. One of the occupants, Kara, is woken from her sleep by the maintenance computer, Monitor. She begins the routine that every five years she checks out the ship, and fixes any easy faults.

After being stuck in the TARDIS for three weeks, Peri is beginning to feel bored. The Doctor proposes a holiday.

Kara notices two slug like aliens, unrecognisable to Monitor, patrolling the ship. Kara tries to find out how they entered the ship, but Monitor tells her they had the correct entry codes, and arrived from their 85 kilotonne bulk carrier into access bay three quite properly.

The Doctor proposes to Peri and Frobisher a holiday to Arcadia, a paradise planet. They land on the Mayflower, and soon meet up with Kara, who threatens them with her laser welder. When she sees they are mostly people, she relaxes and asks whether they are from the top drawer. Kara explains the situation with the slugs. Monitor soon tells her that the Doctor is not top drawer, he is an intruder. After the Doctor explains who he is, and how he arrived, he persuades Kara to lead them to the top drawer, where the ship's leaders are, believing they can get help. But when they arrive where the top drawer sleep, there's no one there.

The slugs arrive and fire at the group, all the time watched by an unseen figure. The Doctor, and Kara flee with the damaged Monitor, while Peri and Frobisher are captured. While escaping, the Doctor explains that the slugs are a group of space mercenaries known as the profiteers, who ravage planets, engaging in no action without sizeable return, with every world conquered just another credit making endeavour.

While Peri and Frobisher ponder over their fate, the senior Profiteer goes into communication with the unseen figure, whom they address as Seth. Seth asks about the success of their takeover.

Kara explains to the Doctor that the mission of the Mayflower was started by Varley Gabriel, who was a political figure of the 24th century. After finding a suitable planet for the overcrowded humans to live, he called the fittest, smartest and most adept humans to travel, and be the top drawer. Another 20,000 were chosen to work under them.

Seth explains to the profiteers that he wants the top drawer, and all others are their concern. He does demand that they find the Doctor, who he knows is a Time Lord. Seth says that a ship will arrive soon to collect his "cargo".

The Doctor and Kara are heading towards the computer core, so the Doctor can check if someone tipped the profiteers off. Kara dismisses the idea, as anyone who did that would have to have done that 80 years ago. Monitor clears the Doctor to receive all classified information, and the Doctor sets to work, not realising Seth is watching.

Just when the Doctor comes on important information the profiteers arrive and capture the Doctor, Kara and Monitor. Seth watches this with an impassive face, very similar to that of Varley Gabriel.

On Kara's orders, Monitor blinds the Profiteers with a burst of light, enabling the Doctor, Kara and Monitor to escape. Hiding out in the ship's ventilation ducts, the Doctor uses Monitor to instigate the surveillance system's maintenance routines, thus blinding the security cameras to the fact that he, Kara and Monitor are returning to the computer core to complete their work. The Doctor has already learned that "Varley Gabriel" has apparently programmed the navigational system to send the Mayflower to the middle of nowhere, and theorises that this is all part of a plot to lure the "top drawer" into his service.

Once back in the core, the Doctor determines that Peri and Frobisher are still alive aboard the Profiteers' ship, and sends Monitor to rescue them. Frobisher nearly gives their escape away, but bluffs the Profiteers into retreating by threatening to transform into a ravenous monster.

The Profiteers pursue the escaping prisoners back to the core, where the Doctor and Kara have programmed the Mayflower to blow itself up. The image of Varley Gabriel on the computer screen then comes to life and addresses them; he is in reality an amoral immortal named Seth, who has been manipulating human history for his own ends for centuries. He required the "top drawer" for his own purposes on another world, and engaged in the "colonisation" ruse to lure them into his service, always intending to sell the remaining colonists into slavery to the Profiteers.

However, when the Profiteers arrive in the computer core, the Doctor threatens to blow up the ship unless they retreat. Seth knows it's a bluff, but the Profiteers claim that Gallifreyans are "zero tax rated" and refuse to take the risk. Seth vows revenge as the Profiteers retreat, but the Doctor ignores his rantings and reprogrammes the Mayflower`, sending the colonists to the world which will one day become Arcadia.

The Doctor and Davros discuss Davros' turn to the dark side, and the Doctor offers him the opportunity to change his destiny. He knows where an army of Daleks waits in hibernation, and he offers to take Davros to them on the condition that Davros reprogrammes them with pity and compassion. After some thought, Davros agrees, although he intends to break his word -- and remains unaware that this is all part of the Doctor's complex plan to ensnare him.

The Doctor visits Peri and Yrcanos's grandchildren during a time of civil war.