There are two spaceships near each other. In one, the Doctor faces three chairs of aliens, the aliens unseen. He has been prepared for their plan.

Leela is waiting in the TARDIS console room. She asks K9 how long the Doctor will be but he can't tell her. He does tell her they have landed on an alien spacecraft. Leela moves to open the scanner screen but the Doctor told them not to. K9 stops her and tells her he is not programmed for emotion -- such as being mad that the Doctor didn't tell them what he was doing. Leela tries to open the scanner but it won't work, so she yells at K9, who begins immediate sulking. Leela tells him that sulking is also an emotion. She apologizes. K9 tells her the Doctor immobilized the scanner. Leela asks, "You mean he doesn't trust me?"

The aliens insist the Doctor sign something without reading it -- something he never does. He then admits he's signed so many things, that one more won't make any difference. This will give him full power over all the Time Lords, serving the aliens' cause.

When the Doctor returns and takes off his jacket to reveal his ruffled shirt, Leela bombards him with questions. The Doctor puts his hand to his face, annoyed, then tells Leela, "Order K9 to tell you to shut up." Leela tells K9 and only then realizes what the Doctor said, "How dare you!" As Leela is about to go on, K9 pulls his laser nose out and tells his Mistress it is imperative that she adopt silent mode. She is horrified and confused.

Commander Andred on Gallifrey gets a report over a computer bank from someone named Rodan. Andred moves over to a desk where Kelner, a Castellan, sits. The time capsule approaching is in their own continuum; the molecular patina indicated it is a TARDIS. Kelner tells him to go to amber alert and hands him an amber ball which he places into a console.

Andred and Kelner figure from their computers that the time capsule is Gallifreyan and is unidentified. Kelner reveals there are only two Time Lords out on authorized missions and neither match the encoming TARDIS. Andred asks, "Then who is in that capsule?" Kelner tells him there is only one penalty for unauthorized use of a time capsule and that Andred should see it is carried out. If there is no life in it, the capsule will be destroyed.

Andred leaves Kelner to personally see to the destruction of the capsule.

The aliens monitor the Doctor; if he is killed, one alien tells the others, "There will be others."

The TARDIS appears in the chamber room. Andred and guards surround it. The Doctor with his scarf, jacket, and hat on, ambers out with Leela behind him. He tells them he is delighted to be back on Gallifrey and glad for such a warm welcome -- they have all pulled gun on him. The Doctor says, "Gallifrey, I never heard of it." He is acting most erratic. He tells this "honour guard" they are no honour and that they are not fit to guard a jelly baby. He tells Leela, "C'mon Leela," then a few seconds as she follows, he snaps, "Just where do you think you're going? Stay here and wait for me." Leela protests but the Doctor moves off with guards. Two guards are on either side of Leela.

In the corridors, Andred halts the Doctor, who was leading. The Doctor tells him he is quite right -- he should lead, the Doctor will follow. The Doctor stops at a door and opens it; the Chancellor's Office is behind it. Andred stops him, telling him that no one sees the Chancellor without being announced. The Doctor ask to be announced and Andred does so.

When they enter the Chancellor's Office, Borusa is there, waiting but is surprised to see the Doctor again. The Doctor doesn't talk to his old mentor and somewhat friend, just stares ahead as he recites his legal right to claim all that was Rassilon's and of all the colleges of Time Lords -- he claims the Presidency over all Time Lords.

Alone with Borusa, the Doctor lays on his back with his hat over his face. He tells Borusa that when he was at the Academy, Borusa always bored him with his lectures on responsibility and duty. Borusa counters that his lectures on them failed. The Doctor agrees, "You taught me nothing. Nothing that instinct couldn't replace." He takes his hat off. Borusa callously tells the Doctor he will do his best to persuade the Cardinals to accept the Doctor as President to which the Doctor yells, "I am the President!" Borusa answers his questions -- there is "unfortunately" no other candidate. Borusa mentions the Doctor had the Constitution at his fingertips once before and the Doctor forgets it was not Borusa who was Chancellor at that time but another Chancellor, who almost had him killed. Borusa makes more caustic comments and starts to leave. The Doctor screams at him that he has not yet been given his leave to depart. Borusa tells him that since the Doctor has not yet been confirmed as President, he doesn't need his leave. The Doctor tells him the Ceremony must be held at once. When Borusa seems to delay, the Doctor screams again, "At once!!!" After Borusa leaves, the Doctor closes his eyes.

The aliens watching, claim it is a waste to kill off the Doctor after they have used him. Perhaps they will keep him alive. "He understands discipline."

Borusa is telling Kelner that the Doctor's problem is that he "never understood discipline." The Doctor accepts nothing. Andred interrupts them, telling them the President Elect demands their presense. Borusa snaps, "Let him rot in a black star." Kelner defers to the Doctor's call, "After all, a request is a request."

They go to the Doctor who is to show them his new office, a barren office that the Doctor wants for his own. The Doctor wants it furnished -- he hates squatting. When Borusa makes subtle complaints about how the Doctor is treating him, the Doctor reminds Borusa of the knowledge that Borusa is the Chancellor illegally. The Doctor walks around the office in circles -- he wants it decorated in Quasar 5, Rega, Simian Empire, 2nd Dynasty -- in other words, Earth, 20th Century. The Doctor claims he grew used to it and at times, actually found it quite pleasant. He wants clothes given to Leela and accommodations given her; she is in attend his induction. After Kelner leaves, the Doctor discusses more with Borusa. He wants the primitive panels of Earth lining every spot in the room. As Borusa leaves, the Doctor reminds him -- lead panels everywhere, even the door.

Andred is showing Leela clothes from everywhere in the whole cosmos but she throws them all down, not liking any. Andred keeps calling her Madam to which she yells, "And stop calling me Madam. My name is Leela." He asks what she wants and she tells him: a quiver, a bow, and bunch of janus thorns, and her knife back. He can't give her any weapons. She goes on complaining, telling him to keep his clothes and his President Elect also!!! She moves off from him.

In the office, Borusa and the Doctor go over the induction ceremony. The Doctor will have access to the matrix, where all the information of all Time Lord's memories and personalities are stored -- all information that can be stored anywhere is installed in the matrix, not just Time Lord info. The Doctor will be part of it and it will be a part of him. He entered it once before and didn't care for it. Borusa tells him that was just the APC net -- the Amplified Panatropic Computer net -- which is only a small part of the Matrix. Once completely inducted to the Matrix, the Doctor will have the most complete power in the known universe over all the known universe.

The aliens ready their battle fleet, summoning a commander. The first phase of their plan is nearing completion.

Leela tells Andred she will not let the Doctor down since this ceremony will bring much honour to the Doctor. As they talk, Leela pulls her knife from Andred's shirt. She asks about what rites she is to follow. None. Andred does tell her, "If you could avoid killing anyone it would help." Leela thinks about it and seriously says, "I...will...try."

In the Panopticon, two old Time Lords talk. One is Gomer, the Surgeon General. The other is Savar. Gomer and he discuss that it usually takes about a year just for inductions to be considered. Gomer is anxious to get on with his hobby -- cyclic burst ratio study; that wavelength broadcast power transfer can be done on narrow bands.

The Ceremony starts and the Doctor comes down the steps as organ music plays. The Gold Usher, in golden robes and top cap, conducts the ceremony asking if he will honour the will and wisdom of Rassilon. When the Doctor answers, the Gold Usher bangs his staff three times for each question answered. The Gold Usher asks if any will contest his right to the Sash of Rassilon and the Rod Of Rassilon. The Doctor will seek to find the missing Great Key, the task of the President. The Gold Usher invests the candidate as President of the Supreme Council of Time Lords on Gallifrey.

Watching on their screen, one of the aliens comments, "Now we have them."

The Sash is put around the Doctor's neck. A guard brings the Rod on a red plastic pillow and the Doctor is given it by the Gold Usher, who goes over the task of finding the lost Great Key.

One of the aliens panics but another tells him, "All is as expected."

The Doctor swears to uphold the Laws of Gallifrey, the wisdom of Rassilon, and to protect the law and wisdom. The crown floats up and the Gold Usher takes it and puts it on the Doctor's head -- connecting the Doctor to the Matrix. All bow but Leela, who bows only when she realizes Andred and all the others are bowing.

Leela tries to get the crown off the Doctor while Borusa debates with Gomer about the Doctor being rejected. Borusa wants the guards to seize the Doctor. The Doctor has not been rejected by the Matrix, Gomer asserts and the crown can't be removed. The Doctor is the President now. If they decide against that, then they will have to go through this whole boring ceremony again, one asserts. Leela tells them the Doctor is no coward even though the Time Lords see that the Doctor has self induced a cataleptic state. Gomer will take the Doctor to rest and will supervise this himself, warning Borusa to watch his moves but not in those words. Borusa complains to Kelner, who tells Borusa that Gomer (even if he looks very old) is still young.

The Doctor is brought to the Chancellory to rest and is in shock. Gomer has given him a dose of Duranga and presumes it will take hours for the Doctor to recover. Therefore, he is amazed when the Doctor opens his eyes. Leela and Andred arrive. Borusa tells the Doctor that his alien friend -- Leela -- attacked him. The Doctor tells them there are no aliens allowed in here and orders Leela expelled to outside the Citadel. Before the guards can take her, Leela pushes through them and runs out, getting away. A guard manages to get a few ray gun shots off at her but she pushes past two more Time Lords, two older ones. Alarms go off. The Doctor tells Borusa and Andred that Leela can be dangerous. Kelner is there also and tells Andred and the Doctor that he will personally take charge of her capture. As Kelner and Andred go, the Doctor calls after them and slams the doors, asking the alarms to go off. Borusa wonders what the Doctor is playing at. The Doctor wants respect from Borusa who tells him he never admired respect before. The Doctor tells him that was before and that he thought Borusa knew him better. Borusa tells the Doctor he never deceived him at the Academy, wondering if this is a prank of some kind. The Doctor tells him he has never been more serious in any of his lives -- with Leela free in the Citadel, they are in danger.

Later, the Doctor gets up and puts on his jacket, hat, and scarf. Finding guards of Borusa at his door, the Doctor goes behind a curtain and he finds a metal door which resists the sonic screwdriver, "Even the sonic screwdriver won't get me out of this one." He goes to a chair behind the desk and talks to himself as if he were talking to Borusa. He wonders if a key is stolen or lost or if Borusa himself is the key. Borusa likes the sound of his own voice. Open sesame doesn't work on the door. The Doctor recalls Borusa saying, "There's nothing more useless than a lock with a voice print." Saying this twice opens the door and lock. The Doctor strolls out.

The Doctor hop scotches down a corridor past a hiding Leela who has her knife out. She shakes her head, smiles, and follows the Doctor.

Andred puts this view on Kelner's own mixer board and Kelner sees the Doctor and Leela on his screen. He sends Andred after them.

As the Doctor passes a lot of guards, he makes them bow their heads to the Sash of Rassilon, which he wears around his neck. As they bow, Leela moves past them, unseen but she says, '"I'm with him." The Doctor goes into the TARDIS and shuts the door before Leela can get in.

Andred supervises the guards to follow the Doctor and Leela.

Leela can't open the TARDIS door with her knife so tries the lock but cannot open it either. Kelner watches her on his screen.

Inside the TARDIS, the Doctor and K9 hear Leela's desperate banging on the doors to get in. The Doctor stands against the door, covering his ears. K9 bows his head in shame.

Leela flees to an overhead ledge as Andred and guards come to the TARDIS. Andred recognizes the TARDIS as an old Type 40 and knows they have a Trillogic Locking Device which can be opened with a set of Cyber Keys. He sends a guard to get one.

K9 and the Doctor talk inside the TARDIS. K9 puts an antenna to the Doctor's head: his cerebral circuits are in order but his physiognomy is dubious. K9 rates their chances of success at 39.75% which raises to 48.3% when the Doctor tells him more of his plan. The Doctor has found the security control room beneath the Panopticon on level 3-0. If the Doctor puts up a meta caste -- a shifting shadow to Space Traffic Control -- this will help. A reflection transmission beam off the security shield fed back through a linked crystal bank and through an inducer will do the trick. K9 admits he couldn't have said it better. The Doctor argues a little with K9, then tells him to destroy the control center after he activates the dopler effect and eliminates the red shift. Then the invasion will succeed. K9 agrees -- a 98.2% success rate.

Leela has her knife out as she runs to an area with coloured chairs -- the Space Traffic Control entrance area. She goes down to steps and sees a Gallifreyan woman, her hair up in a bun, sitting in a chair, not really worried about Leela. There is a force field between this woman, who is named Rodan, and everyone else. This is one of the highest security rooms in the Citadel and Rodan is surprised Leela doesn't know that. She guesses Leela is that alien that everyone is after, but she's a Traffic Guard so she won't give her away -- that is not her concern. Turning to her consol, Rodan sees lights which represent primitive space ships of a Neo Crystal Structured Fleet powered by atomic drive and with atomic weaponry. This fleet might be en route to blast some part of the galaxy, Rodan figures. Leela tells her she must stop the fleet. Rodan gave the fleet clearance. She tells Leela to stop the fleet would break one of the cardinal rules of Gallifrey -- to never interfere; to only observe. Leela asks what if Gallifrey was attacked. Rodan thinks that impossible since the induction barrier would stop any invaders.

The Doctor, in the TARDIS, stands up again and tells K9 to destroy the induction barrier soon and asks K9 to get off his foot. The Doctor goes out of the TARDIS to Andred who was inspecting the ridiculous shape the TARDIS has been stuck in. He gives Andred a jellybaby and shows him how to eat it. Andred realizes that Earth is the same as the Gallifrey name for Sol 3 Mutter Spiral. The Doctor then reminds Andred it is vital that girl be caught and put outside the citadel.

Kelner watches the Doctor and Andred on his screen, sitting at his desk console.

Andred leads the guards off, toward Space Traffic Control. The Doctor starts to follow them, then turns abruptly and heads up the great steps, his own way.

After they leave, a guard returns with a set of keys to open the Type 40 TARDIS. There is a red one, a blue, silvery one, and a disk-like shape one. He opens the TARDIS but K9 comes out. The guard bends and extends his hand but K9 stuns him. The guard falls, unconscious.

Kelner goes to Borusa's Office and finds out Borusa still believes the Doctor to be resting. Kelner wants to speak to the President. When Borusa takes Kelner to the Doctor's office, it is Kelner who is surprised.. .the Doctor is there, having come through the secret door and curtain a moment earlier. They find the Doctor laying down. Borusa awakens the Doctor. Kelner hopes the Lord President Doctor feels better for his rest. He tells the Doctor about the girl, Leela. The Doctor stands full up and imposes himself on Kelner, whispering, telling him it is his job to find her and that he better see to getting her. He tells Borusa he wants a meeting of the council at once. When Borusa begins protestations, the Doctor yells at Borusa loudly. He screams at them and slams the door on their backs. He leans against the door in agitation, a worried look on his face, almost as if he is about to sob uncontrollably.

K9 moves over a bridge toward the level he is supposed to find the induction barrier machinery.

Rodan is talking to Leela, finishing her talk about astrophysics, finding astrophysics a bore. She tells Leela they must fight them on their own terms. Leela, standing with her arm up on the ceiling, says, "One must, one must." Rodan tells Leela she knew she'd like her and lowers the force field to let Leela inside to her office.

Rodan spots an alien ship and calls a Code Beta 3 -- transduction barrier Factor 5. This barrier protects Gallifrey from invasion.

K9 stuns a guard at the transduction barrier level. He then moves to the devices and uses his nose blaster to destroy the barrier machinery.

Rodan puts a call to urgently speak to the Lord Castellan, telling whoever she is talking to that the transduction barrier has failed, "We are being invaded!"

A guard shoots at the Vardan shimmering shape and the energy seems turned back on him. He falls. The Doctor tells the others that "resistance is useless." The Vardans have more knowledge and he met them a long time ago. Borusa expected better from the Doctor but the Doctor tells them all to submit to the Vardans, as he has done.

In Traffic Control, Leela tells Rodan the Doctor has a plan -- "He always has a plan."

The Doctor whispers to Borusa, asking if the redecorations on his office are complete. They are, so the Doctor asks Borusa to meet him there within the hour. After Borusa and the other Time Lords leave, the Vardans tell the Doctor he would make a great first rate dictator. The Doctor starts to leave, mumbling about the Vardans, who ask what he said. But more importantly, they ask him about finding the Great Key, stunning him.

Leela tells Rodan that discussion is for the wise or helpless. Rodan keeps talking of surrender, making Leela asks her why she is talking of giving up. Leela asks if all of her race are such cowards. Rodan talks of reason and that reason dictates the Doctor is a traitor. Leela tells her then reason is wrong -- the Doctor wanted her banished for a purpose and she will go out of the Citadel, asking Rodan if she will join her. She puts her hand out to Rodan. Rodan takes it.

The Doctor is in his office with Borusa, the decorations the finest in the whole Risonian empire. They can talk at last, the Doctor says.

A guard stops Leela and Rodan.

The Doctor apologizes for all the insults and indignities he has thrown at Borusa. The Vardans can travel on wavelengths, read thoughts but a lead lined room can shield minds from these aliens. For a time, the Doctor shielded his mind unaided -- the benefit of Borusa's training.

It is Andred that has stopped Leela and Rodan. He thinks Leela had something to do with the invasion but Rodan tells him that Leela was with her when the aliens entered the Citadel and Leela was also with her when the barrier was destroyed. Andred will stay in the Citadel and balance out the evil that Kelner is doing. Kelner is using this invasion as an opportunity to settle old scores and lock people up he doesn't like. Andred wants to have a go at the invaders...and he doesn't tell Leela or Rodan... but he wants a go at the President as well.

In the lead lined office, the Doctor tells Borusa that Leela is the biggest danger of all... thus she had to be banished. Her mind can be read easily. Borusa mentions the outer wilds of Gallifrey's desert to be a barbaric garden. The Doctor mentions that is Leela's natural habitat...

Leela and Rodan, wearing cloaks flee out of the Citadel over a hill in a desert. Rodan has never been outside. Leela thinks it is much better out here but Rodan calls it frightening and all natural, something that scares her even more. Leela lets Rodan rest for a bit; Rodan thinks it was a stupid idea to come out here. But with the alien invaders in the Citadel, they are safer out here... or are supposed to be. A spear lands near Rodan. Savages arrive and Leela faces off with one...

Kelner assigns a bodyguard to the Doctor, one who will report on the Doctor's every move to Kelner. If anything should happen to the Doctor, Kelner will become President, something he doesn't yet want... but it is implied that this bodyguard will soon kill the Doctor for Kelner.

Leela and Rodan are brought by the savages to their leader, Nesbin, a man with long grey hair. Kaska, one of the savages, mistook the two women for game and it was he who tossed the spear at them. It took all the savages to get Leela's knife away from her. When Nesbin touches Leela, she flips him over and gets her knife back. Nesbin introduces the girls to the other savages... female Presta, Ablif, and Jasko. Nesbin tells the girls to go back to the citadel, they cannot survive out here. Leela stares off into the distance, "I can survive anywhere." Nesbin says he believes that. He asks about her and she proclaims she is a warrior of the Sevateem. Nesbin reminds her of her friend, Rodan: how will she fend for herself, what will she eat? Rodan lamely takes out capsule food pills. Nesbin's speech about survival reduces Rodan to tears. He asks her if she has ever eaten flesh or fruit and wonders what she will use for shelter. He doesn't think Rodan will last three days. Rodan cries, is cold, and slumps down. Presta holds her, compassionately. Nesbin wants to hear the girls' story and then will decide if they can stay with them but first Rodan needs rest in shelter and food.

In the lead office, the Doctor has told Borusa as much as he dared, telling the older man, "You're a brave man, Borusa." They leave the room, not wanting to arouse suspicions among the Vardans.

K9 is in the TARDIS and opens a panel on the console stand.

The Doctor takes Borusa to the Vardans in the Panopticon where Kelner awaits. The Doctor apologizes to the Vardans, to have kept them waiting. The Doctor fakes that he wants Borusa to pledge loyalty to the Vardans. When Borusa refuses, the aliens hit him with a beam but the Doctor stops them, telling he may be useful. The Doctor calls Borusa a stiff necked old Chancellor. Kelner has Borusa taken to his room under guards and house arrest. The Vardans tell the Doctor they want complete dominance and will reveal their plans and selves to the Doctor only when they do. The Doctor puts his arm around Kelner, asking for his help. He doesn't want any resistance from other Time Lords. The Doctor wants Kelner to assume himself Vice President. Anyone in official positions who were reliable to the old ways and might be troublemakers should be put on a list. Kelner goes off to ready the list.

Later, Kelner brings the list to the Doctor in Kelner's office. Time Lord rebels were checked in the bio data extracts by Kelner. The Vardans want the rebels or would be rebels destroyed but the Doctor offers expulsion. No one can survive outside the Citadel without help... and there is no help out there, the Doctor says. Borusa and other high ranking officials will be kept. The Doctor tells Kelner to put out the Time Lord rebels one by one. The Vardans surprise him by asking him to dismantle the quantum force field around all of Gallifrey, an act which could, if gone wrong, vaporize the entire planet.

Nesbin, while eating with Leela and Rodan, tells them that he and his outsiders are all Time Lords who went back to nature. Rodan tells him that this is never mentioned. Nesbin tells her it wouldn't be and that he and his followers dropped out, which confuses Leela. Leela tells Nesbin to listen to her before it is too late.

Andred is escorting Gomer to a hall out of the Citadel. Guards that are loyal to Andred are with him. Considered lively in his younger days, Gomer is old but if he has a weapon to fight these invaders, he would. That is why he is being expelled. Gomer is in his tenth regeneration but tells Andred he was considered lively in his younger days. Gomer explains that Kelner and he never on; Kelner never let bygones be bygones or forget the past. Gomer and Kelner never saw eye to eye. Gomer tells him, "Personally, I can't stand the fellow." Andred agrees but tells Gomer he and some others will do something. But Andred must put Gomer out, telling him he Gomer might find help from Leela and Rodan.

Outside, Nesbin doubts Leela's plan to fight the invaders will work. Leela tells Nesbin to fight her. He tells her when he has the time. Rousing them some more, Leela gets the outsiders to agree. Leela says, "We shall fight!"

In a hallway of the Citadel, Andred gets two Time Lords and other guards to join his alliance against the President; their plan: dispose of the President who is considered a traitor, "He must die."

The Doctor goes to the TARDIS and leaves his bodyguard at the door, making the guard bow to the Sash. The Doctor goes inside the TARDIS. Andred arrives and shoots the bodyguard down as the guard went to draw on him.

K9 stuns Andred and the Doctor catches the falling Gallifreyan. K9 reconnects to the TARDIS and matrix.

Kelner orders the arrest of Andred and all those with him, if they resist they are to be killed. Kelner goes to the Vardans and cooperates with them fully.

As the Doctor works, Andred gets up and points his staser at the Doctor, "Die, traitor." The Doctor tells him due to the relative dimensional stabilizer field, the gun won't work in the TARDIS. Andred comments about the Doctor's effective treachery.

Outside, all of Andred's men and the two Time Lords helping him are shot by the guards.

Andred takes his helmet off inside the TARDIS. The Doctor leaves the TARDIS, telling Andred that K9 is in charge and warning him not to touch anything.

Exiting the TARDIS, The Doctor asks the guard in charge if he had to kill all the fallen Time Lords and Andred's men. The guard tells him he did. It is a serious matter, trying to depose or kill the Lord President. The Doctor is told Andred is still loose so the Doctor tells the guards to get off after him. After they go, the Doctor re-enters TARDIS and tells Andred what's happened. He tells Andred he is stuck in the TARDIS due to his men being killed and wonders what good he is if he can't pull off a simple palace revolution. Andred finds the screen jammed but the Doctor exclaims he is the living proof his men are dead. In the TARDIS, the Vardans cannot read Andred's thoughts. The Doctor explains this and also tells him that the Vardans travel on broadcast wavelengths and materialize at the end of them. Until these Vardans materialize and show their true form, the Doctor cannot Time Loop their home planet. He needs to find out more about them and where their home planet is. Andred tells the Doctor he has the greatest source of information and wisdom at his disposal -- the Matrix. Doing that would give the Doctor away, which is why the Doctor has hooked K9 up to the Matrix -- he has no brain. The Vardans would, otherwise read the Doctor's encephalographic reading and know what the Doctor would be up to if the Doctor entered the Matrix; the Vardans are already in the Matrix, having invaded it earlier. Andred wonders if they can trust a machine. The Doctor tells him that dog is his second best friend.

Kelner tells the Vardans that the President is behaving strangely. The Vardans wondered when Kelner would mention or notice that. They suspect him of being against them.

In the TARDIS, the Doctor tells Andred the Vardans don't suspect him. Andred realizes now that banishing Leela and the others was the best way to protect them. The Doctor wants to go off and rig up Andred's helmet with a barrier so that the Vardans cannot read Andred's thoughts. As the Doctor continues to ramble and leaves the room, Andred talks to himself, thinking that one of them is mad, either the Doctor or he -- well, he is the one talking to himself, he realizes.

Kelner reports the death of the rebels to the Vardans.

Outside the Citadel, Leela knows archery and tells this to Nesbin. She wants them to attack the Citadel.

In the TARDIS, the Doctor returns from the back rooms to give Andred his newly lined helmet, which now has a barrier inside it -- all Andred has to do is concentrate. The channel is located by K9, who cannot tell the Doctor all the info yet. The Doctor must play along with the Vardans some more until he can force their materialization. To play along, he will have to go along with their request to dismantle the force field around Gallifrey. He asks Andred about this and Andred isn't sure; The Doctor leaves once again with K9 in charge.

Outside, a golden dressed Time Lord shoots an arrow... badly. Leela and Nesbin both comment on how worthless the Time Lords are. Leela thinks she and Nesbin and his warriors will have to attack the Citadel using Rodan as their guide. Nesbin mentions that the Doctor is not on their side; he is a traitor. Leela insists, "Never!"

The Doctor carries the crown to the Vardans, who are watching his every move and making no secret about it now. They are monitoring his every thought, they tell him. He puts the crown on and leaves them, heading for the forcefield devices.

In the TARDIS, K9 is still working with Andred.

The Doctor moves to the force field device and a Vardan shimmering form watches. He takes some wires and puts them in his mouth as he works, feeling disconcerted to have the Vardan watching. He tells the Vardan, when almost finished, "Hold your breath or whatever it is you fellows hold."

Outside, the savages, Leela, and Rodan run over a hill near some covering rocks.

K9 comes out of the TARDIS, reminding Andred to put on his helmet before he can follow K9 out.

The Doctor tells the Vardans the force field is impossible to destroy but he has put a sizeable hole in it. Later he will find a more permanent solution. The Vardan spaceship is seen over Gallifrey and comes closer. The Vardans appear out of their shimmering forms... just humans. The Doctor tells Kelner they are a bit disappointing. The Doctor moves to go do more work on the field and tells a Vardan he doesn't need its help. When the other Vardan, the smaller one, the one who seems to be in control of the other two, orders that the Vardan go with the Doctor, the Doctor asks that Vardan if he will assist him in his work.

Andred shoots a guard.

As they prepare to enter the Citadel, Leela tells Nesbin to create a diversion with some of his men while she takes Jasko, Rodan, and Rodan to another side.

Walking quickly, with his hat on again, the Doctor walks far ahead of the Vardan, a humanoid in blue one piece and helmet. The Doctor hits his head by mistake on a beam over him. He keeps walking.

K9 and Andred go to the Doctor's lead lined office where K9 closes down to conserve resources, Andred closes the doors and then removes his helmet.

The Doctor stops abruptly and enters his office, locking the confused Vardan outside with many wheel locks on the inside of the office.

When this is reported, the Vardan leader sends the other one to kill the Doctor. He also makes Kelner in control of the planet. Kelner bows to the Vardan leader.

Leela bangs on the TARDIS doors but cannot get in. The others with her suggest they go to the President's Office. Leaving in frustration, Leela kicks at the TARDIS doors with her foot. They move out for the President's Office.

Kelner orders the President shot on sight.

In the office, the Doctor shows Andred the Rod, the Sash, and the Crown. He also makes K9 come back on line and asks Andred to trust him, putting the crown on K9 again.

Outside the office doors, two Time Lord guards trying to get in, are shot in their backs with arrows and fall dead. The Vardan with them, vanishes. Leela's group arrive from one side, Leela asking, "What was that?" Rodan says, "Someone vanishing." Leela rolls her eyes. The savages break at the door.

Andred opens the door at the Doctor's request. He tries to stop the savages from attacking the Doctor. They stop. The Doctor is told by K9 that the frequency tracer has found the Vardan home planet.

The Vardans go on alert.

K9 has got the coordinates; it is in a modulation rejection pattern.

The Vardans vanish before Kelner's eyes.

K9 tells the Doctor the Vardans are negative, there is no trace of the "alien wave pool" anywhere on Gallifrey. The Doctor walks to the door, his head down. Leela asks him what's the matter. He turns to them all, "We've won again." He has sent the aliens back to their home planet and now he plans to jury rig a time loop in his TARDIS against their planet using the matrix.

Borusa goes to the desk and sounds the celebration chimes of the induction ceremony but at 50 times the normal decibels. The Doctor and everyone but Kelner and the Sontarans run out. The sound stopped the Sontarans from following. When Kelner tries to help Stor, Stor hits him down.

Stor calls all units -- the President is to be apprehended but not killed, "Kill those with him."

Leela wonders why the Doctor is leading them to the office; the Doctor has an urgent appointment.

The Doctor and his party are running up steps, followed by Sontarans. The Doctor stops at the top and before a small clearing -- this is the dangerous part. He does a countdown and rushes out into the door of his office. The others follow. Inside, they are faced with Borusa, who raises a gun at them.

Stor orders his troopers to stop banging on the door and to go down and get the heavy artillery.

In Borusa's office, the Doctor tells Leela to take the others to the TARDIS. She protests at first, but finally leads the group out, leaving the Doctor and Borusa. The Doctor asks Borusa if he is going to help him or kill him.

In Borusa's office, the Doctor asks him for the key which Borusa insists is only a myth, a legend. The Doctor reminds Borusa of his oath to find the Great Key. All the Presidents since Rassilon have taken the oath and none have ever found the Great Key.

In Borusa's office, the Doctor tells Borusa that men, women, even Time Lords are dying out there. Borusa tells the Doctor that is why he taught detachment. The Doctor says he'd rather care. If the Sontarans get what they want, millions of Sontarans will be on Gallifrey through the hole in the forcefield and millions of them will threaten time. Borusa is aggravated by this into making a slip about the Great Key being real and that he has it. Leela gets Andred and Rodan to the TARDIS with K9. Andred takes rather a long time opening it with his device.

The Doctor has his hat on and walks quickly with Borusa. They walk in the hallway past two Sontaran troopers. The Doctor bluffs his way by, without stopping, telling the two that there are new orders from Commander Stor and tells them to get in touch with Stor. They call Stor and find out there are no new orders. A Sontaran fires at the two Time Lords but the blasts have no affect on the two men. The Doctor has his arm around Borusa, thinking it is the Great Key that is protecting them, but it isn't. Borusa's pendant powers the Chancellor's personal force shield but the batteries are low. The Doctor suggests running and the two run for the Panopticon, stopping at a way in. Borusa calls all this running undignified, "I haven't run like this for centuries." The Doctor tells him the problem with him is he is out of condition and asks if the force shield can make it to the TARDIS. With luck. He crosses his fingers and the pair of them run out of hiding to the TARDIS. The Doctor rushes in and the door closes as Borusa stopped to turn to look behind them. Locked out, Borusa bangs on the doors, '"If you could just open the door." The Doctor lets him inside. Sontarans arrive and shoot at the TARDIS.

The Doctor asks Rodan what she does. She is a technician. He tells her to stand over in a certain spot. He orders Leela to take Borusa to the VIP chancellor's suite and tells Andred to go to Room 12-0-7 on the right. He gives the key to Leela for safe keeping, making Borusa shocked. The Doctor tells her it is important and Leela takes Borusa out of the console room. The Doctor asks Rodan her name and spells it out for her. He asks what she knows about quasitronics, something he doesn't know much about. She does know -- a simple field study exercise. The Doctor asks her about astrophysics and is glad to hear she knows about that as well. He then asks if she can forget everything she's learned. He wants her to use the primary and secondary circuits of his TARDIS to link up to the primary defense shield. She realizes he wants to switch the control of the force barrier around Gallifrey to his TARDIS mechanism -- he wants to close the hole in the barrier. Rodan thinks for a moment, "Have you got a screwdriver?"

Rodan works on the under console in the Doctor's console room. He asks her if she is sure she knows what she's doing.

In his TARDIS, the Doctor talks rapidly to Rodan, telling her the Sontarans want to rampage throughout this universe, "and not just this universe, all the universes". Rodan asks for a vrinkle grubber. The Doctor asks if she is listening to what he's been saying. She tells him no. He tells her the Sontarans will have the Sash, the Rod, and the Key if they get in here and the sum of all Time Lord power, "That's what they want!"

Rodan asks the Doctor for a hand. He puts it out and she reaches for it, helping herself up using the Doctor's hand. She calls the TARDIS a load of junk. Rodan opens the screen and sees the perfect arrow formation of the Sontaran fleet. The defense screen will hold up as long as this TARDIS remains secure.

Leela runs into the control room, calling the Doctor, helping him up. He orders her to get Rodan, then moves to a small room outside the console room, pulling a switch on the brick wall -- he has stabilized the fail safe; the switch has put the TARDIS in fixed state for eternity until the switch is thrown back. Stor orders Kelner to get an entrance probe to enter the TARDIS. Leela locks the door from the console room into the TARDIS's inner rooms. The Doctor takes a piece from the switch -- now the systems cannot be reset.

The Sontarans enter the console room. Stor takes off his helmet and calls this TARDIS a load of obsolete rubbish. Kelner, with the Sontarans, tells him this model was withdrawn centuries ago. Stor orders Kelner to work or die even though Kelner insisted he is not an engineer. Stor thinks this is the only way out of the TARDIS. He wants the Great Key after which he will deal with the Doctor personally.

The Doctor leads Leela and Rodan through an old stone section that looks like an empty swimming pool area of steps and banisters. He claims he has a perfect sense of direction and this is storeroom 23-A en route to the workshop. Leela takes Rodan's hand and they follow him. The Doctor tells them what no one realizes is his TARDIS is fully equipped and completely reliable, "...well, almost reliable. Almost completely reliable." They have to go up the service tunnel past blue Section 2-5. The Doctor leads them into a stone alcove hallway up a step, telling them everything is going to be all right. They enter another pool area, Leela thinking they have been here before. The Doctor tells them this is Level 23-B.

They go into another alcove hallway with a stone semi circle overhead. Rodan tells him they passed this way ten minutes ago. The Doctor tells them he knows this TARDIS like the back of his hand -- which Leela has to turn over for him to see.

The trio enter a lighter area where the Doctor checks a clock that is slow.

The Sontaran trooper brings in a heat gun to blast the lock. It will take some time.

The Doctor is laying down while Rodan sits behind his head and Leela sits in front of his legs, her hand on her head. All is quiet but the Doctor blasts up, wanting to go. Leela tells him he just said he wanted a rest. He's had it, he wants to go find K9. The three run off to find him.

In a workshop, Andred wonders what he could do with a model like K9 in his unit. He would make him a sergeant.

Leela, Rodan, and the Doctor enter another pool like area. Rodan wonders why the Doctor can't just use a modern 706 model TARDIS. The Doctor thinks that model has no character. Leela sits down, upset, telling them they have been here before! The Doctor continues, telling her this is storeroom 14-D.

The three go to K9 and Andred. K9 has been working on something in this workshop. Without the primary refraction tube the Doctor took from the switch, the Sontarans cannot destroy the TARDIS. The Doctor gets the Great Key from Leela.

The trooper has blasted through the console room door lock.

While the Doctor considers he doesn't like the thought of inertia being perfect, they are warned by an alarm that something has broken in upstairs.

Stor comments he will do battle with the Doc-Tor on his own ground.

The Doctor quickly puts Rodan into a state of deep hypnosis, telling her to listen to everything K9 says, to watch the door, and to keep the Great Key and give it to no one but K9. There are windows in this workshop.

The Doctor, Leela, and Andred go down flights steps past a cage like structure -- the lift. The Doctor is sorry this lift is out of order. Leela asks where they are going and he tells her, "Why the bathroom, of course!"

In a TARDIS hallway above, Stor figures the Doctor is clever: the Doctor has thrown up a barrier making the tracers the Sontarans are using unable to trace life signs of humans. They will have to return to the console room to eliminate the barrier but Kelner has a better way. There is an ancillary generator in the TARDIS ancillary power station. This powers the barrier.

Leela, Andred, and the Doctor run through the TARDIS. Soon, Kelner and two Sontarans are marching down the steps past the lift.

In a recreation room, Borusa sits and reads the Daily Mirror which has reported the Titanic sinking. Borusa drinks from a psychedelic loop straw. The Doctor comes in with his two friends, moving past potted plants, statues, and trees. He sees the newspaper and takes it from Borusa. It would be bad if Borusa were to fall into the hands of the Sontarans -- he knows about the Great Key, the Sash, the Rod of Rassilon. The Sontarans have no breeding. They are a clone species who can replicate in the amount of 4 million every four minutes. Borusa, the Doctor, and Leela run. Andred tosses a chair at a Sontaran trooper who enters with Stor.

Borusa, Leela, Andred, and the Doctor rush to a large hallway with doors, the Doctor telling them to pick a door, any door. They do and hide in shower stalls. The Doctor moves a curtain and somehow ends up where Leela and Borusa are hiding in the same shower. Leela is startled and nearly gasps. They enter Sickbay and Andred locks the glass windowed door. They hide behind stalls with curtains! The Sontaran breaks the window on the door and opens the lock. He comes in and fires in anger, not finding anyone. Andred is behind one stall and gets his arm nicked by the ray from the Sontaran wand weapon. The Sontarans and Kelner leave the area.

Leela takes Andred out. She takes him to the Doctor and Borusa, where Andred apologizes that he won't be of much use to the Doctor now. The Doctor checks his arm and tells Leela to take him and Borusa to the Workshop. As they leave, the Doctor looks at a giant plant.

Leela leads Borusa and Andred into an empty pool area - -another workshop just like the ones she, the Doctor, and Rodan were constantly finding themselves walking through.

The Doctor whistles to draw a Sontaran trooper toward the giant plant. The Sontaran fires. The Doctor makes strange cartoonish sounds. It sounds like he is playing a kazoo. The Sontaran walks backward into the plant's mouth and it closes on him. The Doctor shakes the hand of the trooper as it sticks out of the plant. The Doctor leaves and goes through another one of those workshops. He trips on his scarf but recovers quickly. He whistles a type of army song as he walks through a stone hallway.

Stor opens the plant and lets the Sontaran trooper out. Stor orders the trooper to go with Kelner.

In a stone hallway, Leela takes out her knife as Borusa and Andred follow behind her. She hears something. Suddenly, the Doctor pops out of an adjoining hallway, in front of them.

Stor walks through the TARDIS halls.

Kelner and the trooper walk into the ancillary power station which resembles an art exhibition. Kelner moves a piece on the Venus De Milo statue and it vanishes, along with the art pieces. He pulls a switch which has appeared and the Sontaran can now trace the humans -- they are three levels below them!

In the workshop, the Doctor wakes Rodan up. The work she has been doing under K9's guidance is finished. He had to wake her up since he needed the Great Key from her. Borusa is horrified at what the Doctor has made K9 and Rodan do: build the DeMat Gun. Rodan cannot believe it so the Doctor tells her her part in its building. The Doctor takes the Key and arms it, "I can rule the universe with this, chancellor, do you realize that?" Borusa orders him to destroy it now. The Doctor tells him he knows how vulnerable they are to the Sontarans. The trooper arrives and the Doctor destroys him with the DeMat Gun blast. Leela puts a knife to Kelner's throat but the Doctor stops her from killing him. When he refuses to answer the Doctor's question about where Stor is, the Doctor asks Leela to kill him." Kelner answers now -- Stor has headed for the Panopticon and the Matrix.

Stor is not out of the TARDIS yet. The Doctor follows. Soon, Stor leaves the TARDIS. The Doctor steps out of it also, his hat on now. He takes his hat off and puts it in his pocket. He confronts Stor in the Panopticon, getting there first. Stor has a grenade that if set off will destroy the entire galaxy including the Sontaran's own battle fleet. Stor considers it glory to die for the glorious Sontaran Empire, ridding the universe of the Time Lords and their power, "Good-bye, Dok-Tor!" The DeMat gun goes off. Afterwards, the Sontarans are all gone and the Doctor is on the floor on his face. The Great Key is near his hand.

Andred alerts Leela to footsteps marching toward the workshop aboard the Doctor's TARDIS. It sounds like a Sontaran but it's not. It is the Doctor. Kelner is on his knees. The Doctor wonders what is going on -- it is not like Borusa to make jokes and yet the Chancellor is asking strange questions. Borusa takes the sash off the Doctor. The Doctor asks Leela what she thinks of what he is saying. Leela looks at the Doctor, "I think you've gone mad." The Doctor has forgotten all about what happened with the Vardans, the Sontarans, and the DeMat Gun. Borusa claims this to be the wisdom of Rassilon.

When the Doctor re-enters the TARDIS area, all clap for him. Among these are Nesbin and Presta. Other Outsiders are there. The Doctor opens the TARDIS doors and says, "C'mon Leela." Leela puts her head down and tells him she's staying." When the Doctor asks why, she holds hands with Andred. When the Doctor tells K9 to come on, K9 tells him that he, too, is staying. K9 wants to stay to look after his Mistress. The Doctor starts to say something but stops and goes into the doors. Leela stops him, "Doctor...I will miss you." She smiles. He smiles and laughs a bit. He shuts the doors and leans on them inside where no one can see him, "I'll miss you too, savage."

The TARDIS starts up and vanishes. Borusa comments, "Where will he go now, I wonder." Leela stares at the empty space where the TARDIS once was a moment ago, "Somewhere else..."

In the TARDIS console room, the Doctor pushes a big box in from the inner door.

Back on Gallifrey, as Leela holds hands with Andred, she leans down to K9, "Will he be lonely, K9?" K9 answers, "Insufficient data, Mistress." K9 and Leela both bow their heads in sadness.