More than modern but stone city on the planet Zanak is beneath a fortress built into the rock face of a mountain side. In the fortress, a pirate like Captain calls for Mr. Fibuli, yelling about the Storms of Bekar and Moons of Madness. The Captain once commanded the ship Vantarialis but crashed on Zanak and we rebuilt into a half man, half machine cyborg. On his right shoulder sits his metallic parrot, the Polyphase Avatron which threatens Fibuli, whose report is 30 seconds late. Minerals Ollium, galvium and cetenit 455 are being mined as well as aluminum. The Captain wants to find Meganite 1-5. Fibuli tells him they have located a new source in an unexpected sector, which may not warrant them mining there. The Captain orders him to make preparations to mine it. The Captain announces a dawning of a new golden age of prosperity. He tells them to watch for the omens.

While citizens cheer this announcement, one young man, Pralix, does not. Nor does a group of telepaths watching him. These are the Mentiads in a dark place who claim they have found another. They must prepare for the time of evil.

In the TARDIS in transit, the Doctor goes to the Key to Time storage room and talks to K9. He has the first segment to the Key to Time and shines it and puts it in his boot in a small cabinet. The Doctor calls getting the other pieces easy as a piece of cake which K9 explains cake has no relevance to the Key to Time. The Doctor goes out to the control room and says good morning to Romana, who is reading the old book on a stand--familiarizing herself with the Type 40 Capsule--it wasn't on the main syllabus at the academy, vintage and veteran vehicles was an optional extra and she preferred something more interesting: the life cycle of the Gallifreyan flutterwing. He tells her she is being frivolous but she wouldn't dream of it. She asks the Doctor about setting the synchronic feedback circuit but he never bothers about that: a complete waste of time. She tells him according to the manual it was essential. He snaps at her, "Listen, have you any idea how long I've been operating this TARDIS?" She does: 523 years. "Right-t. Is it really that long? My, how time flies." Romana goes to the book, explaining about the multi loop stabilizer -- it would found impossible to exact an exact smooth materialization without it. The Doctor looks at the page and rips it out and puts it in his pocket. As they try to materialize, the TARDIS shimmers and glimmers in and out. K9 warns danger. The Doctor hits his lip when the shimmering stops.

The pirate planet, Zanak also had trouble materializing. For ten seconds the fabric of the space time continuum was ripped apart and interfered with their machinery. The infra structure of quantum physics was in retreat. The Captain warns Fibuli to find out what happened.

The Doctor tells Romana he is perfectly capable of admitting when he is wrong, only this time he is not. Something jammed their materialization field. Romana asks the Doctor if she can try by the book. She does as the Doctor covers his ears, gets down and warns K9 to look out and hold on. The materialization is smooth. The Doctor tells K9 that Romana is going to be all right. Cold, wet, and icy on the planet they are going to -- Calufrax -- is that way and dull and boring. Romana opens the view shield on the large scanner to find a nice, warm city. The Doctor thinks Romana made an enormous mistake. A million light years. K9 is spinning tail around head.

Pralix is lying down in his home while the Mentiads in their underground dark place are chanting, "Life force dying." Pralix's grandfather and his sister Mula watch over him. The grandfather doesn't want answers or questions, just a quiet life. Mula wants to know what is happening to Pralix.

The Doctor checks the readings: they are right. According to the readings, they have arrived in the correct point in space and time: Calufrax should be here. This planet wasn't here when the Doctor tried to land. His lip is bruised.

The grandfather worries about what will happen if the neighbors find out what is happening to Pralix. A young man comes wearing a red outfit: Kimus, who seems to love Mula. Pralix yells, "Life force dying."

The Mentiads view The Doctor and Romana leaving the TARDIS, calling them intruders and tell each other they must act. The Doctor has his hat on.

The Doctor takes his hat off and fans himself, and pulls his scarf off his mouth. Romana takes readings from the tracer--signals are coming from everywhere for the next segment to the Key to Time. This is not an ice covered uninhabited planet. The Doctor takes the tracer and uses it, "Never trust gimmicky gadgets." K9 tells them life form approaching. Romana goes to meet the people but the Doctor insists on doing it and has no success. People just pass him by as he tries to talk to them. The Doctor tells K9 he is not doing very well. K9 suggest he allow "mistress" to make contact. She is prettier than the "master" K9 tells the Doctor, his master. The Doctor tells K9 what would she know about it: it requires experience and tact. While they talk, Romana makes contact and a man tells her all about the new golden age due to the Captain. The Doctor tries to interfere but Romana stops him. The sky shook with lightning -- it is an omen. The man gives her diamonds and rubies and Romana, wearing return, gives him some jelly babies. He will be late for the feast so he leaves them with a warning, "Watch out for the Mentiads." The Doctor tries to talk to him but the man leaves. The Doctor takes his jelly babies back from Romana, asking her where she got them. Same place he gets them: his pocket. Good looks are no substitute for a sound character.

A black helmeted and uniformed guards asks the man where he got the sweets----the man tells him back there and leaves.

The Doctor finds diamonds, Andromedan blood stones, and gravel and rubies lying wearing the streets. Romana finds ollium. It only occurs wearing two places that he knows of: Collatin and Bandraginus 5. The Doctor heard of Bandraginus 5 recently. He also wonders where Calufrax has gotten to.

Kimus and the grandfather debate. The grandfather recalls rule under mean Queen Xantia but Kimus thinks they must speak against the Captain. Mula makes the grandfather recall that her father was shot by the Captain's guards -- to "protect" him from the Mentiads. They shot her father down wearing the street. The grandfather would strangle Pralix himself to save him from the Mentiads.

The Mentiads prepare to take Pralix -- the vigil of evil is accomplished and Pralix must be harvested. Then there must be vengeance for the crimes of Zanak. The Mentiads wearing yellow robes and hoods leave to get Pralix.

The Doctor asks a civilian about a planet -- Calufrax which is 14,000 kilometers across. He has to run to ask him as the man runs away. Two more people he tries to ask also run away. The Doctor calls out, "Has anybody seen a planet called Calufrax." They hear someone calling, "The life force is dead," and "murderers." The Doctor tells Romana to stay there. He will go and see. She points him wearing the right direction.

Mentiads walk across the open green fields toward the town.

Wearing Mula's home, the Doctor rings a small bell, which sounds like a doorbell, "Excuse me, are you sure this planet is meant to be here?"

Using a telescope, Romana looks at the fortress when two black suited guards find her. One snatches the scope away: it is a forbidden object and asking why is a forbidden question. Strangers are forbidden. She tells the guard who tells her this that she came with the Doctor, "Oh no, don't tell me, doctors are forbidden as well." He puts her under arrest and takes her away. K9 moves to stun the guard but Romana tells K9 he mustn't -- he must fetch the Doctor. The guard overhears this and calls her mad.

The Captain talks to his metal parrot: his only true friend he feels but soon they will be free. Fibuli reports about the Mentiad marching toward sector 5. He tells him to tune wearing to Channel 21. The Captain wants the telepath found and destroyed or he will tear them apart molecule from molecule. On the plains, soldiers fire on the Mentiads but using their mind powers they make a guard fall. The Captain watches on his screen.

The last two or three times the Captain announced a new golden age of prosperity, Pralix collapsed into a state of shock as Mula tells this to the Doctor. The grandfather, Balaton, tells the Doctor that the Captain makes them rich but Kimus warns them about the Mentiads. The Doctor has heard the name Mentiads before.

Looking on his screen, the Captain finds K9 wearing sector 7. He wants the house K9 that goes into, searched.

The Captain chastises his men and Mr. Fibuli. He rants about the flaming moons of Helicent. Two hours ago Fibuli nearly blew up every device in the mountain. The Nurse comes to the Captain as he rants that someone must die... since someone failed him. The Avatron kills one of the other men.

The Doctor wakes up called by Kimus. The Doctor asks what hit him but when Kimus answers, the Doctor notes he was asking K9. K9 explains a gestalt psychic blast of the wavelength 338.7-9 micro pars with interference patterns reaching peak levels of 5347.2 on bantalar psycho scale. The Doctor tells Balaton not to worry -- he will find Pralix. Kimus tells the Doctor the cowards in the city are too afraid to follow the Mentiads. The Doctor asks Kimus if he is frightened -- he claims not to be. The Doctor mocks him, "You just didn't get around to it, is that it?" Mula and Kimus will follow the Mentiads. K9 calls the Doctor, "Master!?" "Not now K9, not now!" The Doctor says and turns to the others, "NOW!" He goes to K9 and asks if he can track the Mentiads by their psycho spore. Disturbance in the ether can help him do this. The Doctor asks who is coming and only then realizes Romana is not there. K9 tells his master he made four attempts to tell him but couldn't. Running outside, the Doctor puts his arms around Mula and Kimus, telling them it will mean two rescue attempts--Romana has the tracer. No one ever comes back from the bridge except the guards.

Soldiers take Romana to the air car in the city. They push her and she takes that as invitation and lets them hold the tracer. She asks if they will drive and assumes they know where they are going.

The Doctor flips a stone coin, calling heads to go after Romana first. He throws it far up and when Mula asks how he can take a dangerous decision like that. Alderbaran 3 coin: it has two heads. The Doctor tells her that Romana is in much greater danger than Pralix. Mula runs out to go after Pralix but the Doctor locks arms with Kimus to stop him from going after Mula, "I need you!" The Doctor puts Mula in K9's charge, telling him to look after her and take her to the Mentiads.

Flying in the air car, Romana tells the silent, helmeted guard she had an air car like this. A present for her 70th birthday. If you realign the magnetic vectors and switch the polarity oscillator, you get twice the speed for half the energy.

Kimus tells the Doctor about the air cars. The Doctor suggests they borrow the Captain's air car--he doesn't mind going first class. Kimus agrees. A guard is sleeping in the air car. The Doctor throws a bag of jelly babies onto the hood, taking a jelly baby to eat first. The guard follows a trail of jelly babies but by the time he gets back to the air car, the Doctor is lifting off with Kimus by his side, "Bye bye." The guard waves.

The nurse takes the Captain's temperature as Fibuli reports. The Captain yells by the horns of the Balak for him to speak. Fibuli tells him the macromat field integrator, one of the four components they cannot make themselves, has burned out. Fibuli tells him the options. If they find a rare mineral called PJX-1-8 would do the same job as the integrator. They can only make one more risky jump. Fibuli tells him Zanak can also settle where it is. The Captain yells and smashes some equipment just as Romana is shown in... rather thrown in.

In the air car, Kimus is happily celebrating his freedom. Free to think. The city looks pretty up here. Kimus tells the Doctor about the automated mines but when the mines run out, the captain just tells them about a prosperity age and the mines just fill up again. Economic miracle. The lights in the sky change. Kimus finds an entrance in the side of the mountain which could lead to the bridge. Kimus thinks the Doctor drives well and asks if he does this for a living as the Doctor starts to land. The Doctor tells him, "No, I save planets mostly but this time, I think I've arrived far, far too late."

The Captain questions Romana but mocks her as a space urchin. He doesn't believe she can travel in time. The Nurse stops the Captain from killing Romana with the Avatron, postponing the kill. She thinks the story is fascinating even if it is fiction. Romana puts it roughly and simply for them: their machine dematerializes from on location and reappears in another going through a space time vortex.

Mula waits a bit for K9 to catch up to her in the field/desert.

Kimus finds the entrance locked. It is impossible. The Doctor thinks impossible means it will take 73 seconds. He thinks he can open it but hasn't the faintest idea. He uses the sonic screwdriver but it is still locked. The more sophisticated the machinery the more open it is to primitive attack. The Doctor tries the hairpin instead but turns around, thinking he's failed. Kimus sees the door open but the Doctor asks him, his back to the door, "Shall we go?" The door has opened and they go in, the Doctor finally seeing it has opened.

Romana names the macromat antique by name and tells them she was never any good at antiques. It transports them through space. Romana finds it amazing they take the mountain through space... but there is more taken through space than just the mountain.

The Doctor pulls Kimus back from a long hall that he cannot run down. He wants Kimus to go to the air car and stand outside with the guard's gun. A linear induction corridor is one of the many things Kimus cannot understand. The Doctor uses his skill to make it work for him. It propels him and he yells, "I'll never be cruel to an electron in a particle accelerator again." It stops him just as he thinks he will crash. It isn't a linear induction corridor. It must work by neutralizing inertia. A red door slams behind him and he realizes he is in a lift. Which starts to move.

Fibuli thinks Romana must have something like a macromat in her vehicle. Romana tells them the Doctor is really the one they should be talking to or rather listening to, if they have the stamina. He is the expert. The Captain sternly orders his men to find the intruder called the Doctor. "We must find the Doctor," the guard says. He and others start to leave through a sliding up door which the Doctor comes in from underneath. The Doctor goes to Fibuli and shakes his hand, puts his arm around him, and starts talking non stop about the place and what a lovely chap Fibuli is. He asks if they are having a spot of bother, tells them he is glad he's met Romana, she's a lovely girl...the Captain orders his guards to seize the Doctor. "I'm underwhelmed," the Doctor said. The Captain warns that the Doctor's manner appeals to the homicidal side of his nature. "My manners are impeccable," the Doctor said. Romana shows the Doctor the macromat and mentions the anti-cyclic or ambicyclic photon bridge. He asks to examine its locus. Fibuli thinks they should. The Captain tells his men to take them to the engine room but if they make one mistake, they are to be killed. Romana tosses the macromat to Mr. Fibuli at the last moment.

Outside, Kimus plays with a rock, sitting with the ray rifle, guarding the door.

In the large engine room, Romana tells the Doctor she thinks he is going to tell her he's seen it all before. He tells her no but he suspected something like this. Gravitic anomolizer is 9.5. As they do the readings, Romana and the Doctor talk about their situation. The mountain is the spaceship, she assumes. The Doctor tells her he just put 1.795372 and 2.204628 together. What does that mean, she asks. Four he yells and she says it out loud. Fibuli and the Captain plot against the Doctor and the girl. Their guards have failed to gain entrance to the Doctor's vehicle. The Doctor whispers they are in terrible danger from the Captain, despite Romana thinking that the Captain is just a big bully and he yells bluster. The Doctor tells her the Captain is a very dangerous and very clever man, who is playing with them to find out why they have come here. Romana mentions the segment but the tracer gives out a continuous signal wherever they go. They have stumbled on one of the most heinous crimes committed in this galaxy. They have to get out of here. The Doctor tells the Captain that his magnfactoid eccentricolemmeter is on the blink. He also tells the Captain he needs material from his ship and that the door lock requires the presences of both he and Romana to open it. The Captain gives them an escort and any attempt to escape is to be met with instant obliteration. "A pleasure to work with you captain," the Doctor waves both hands.

Outside, a guard moves past a waterfall toward Kimus who hears him and readies the gun.

"Standing around looking tough must be very wearing on the nerves," the Doctor says twice, knocking on the helmet of one of the guards as two guards take him and Romana down the moving body tube hallway.

Outside, the guard moves at Kimus.

"Long hours, violence, no intellectual stimuli," the Doctor goes on to tell the guards. Kimus points a gun at the guards but the Doctor points at the guard coming up behind Kimus. As the gun battle rages, the Doctor and Romana dive down, Romana on the back of the Doctor. "And now this..." The Doctor finishes his diatribe to the guards. Kimus shoots a guard near the pair and the other guard behind him shoots the second guard by mistake. Kimus shoots the left over guard. The Doctor looks at the fallen guard, "I'd give it up if I were you." The Doctor takes the gun from Kimus and tells him they have a lot of travelling to do -- to investigate the miraculous mines.

Mula and K9 find the underground tunnels to the cavern temple where the Mentiads live.

When the Captain hears of the escape of the Doctor and Romana, he yells there will be blood for this.

Romana and the Doctor are lead to the mines by Kimus. There is an ancient lift but no one has used it in living memory: the penalty is death. "I can see there wouldn't be much incentive," the Doctor says. He thinks the lift will work. The trio go to it and when the Doctor first pulls the lever, he tells them to hold on very tight but the lift moves down slowly.

Fibuli reports the Doctor, Romana, and Kimus are breaking into the mine shaft and the captain goes ballistic. He wants to break into the TARDIS, once they have seen what is in the mines they must not be allowed to leave. The captain sends guards to obliterate the trio.

One of the Mentiads removes his hood... it is Pralix. The guards arrive and shoot to kill them all but the Mentiads put up their hands and a force wall to stop the shoots. Romana realizes the Mentiads are on their side; the Doctor thought as much. They all retreat to the Mentiad's cave palace.

K9 tells Mula this as he detects the Doctor-master's distinctive heart beats. Mula had been taught to hate and loathe the Mentiads. Mula wonders how the Doctor knew the Mentiads were not malevolent. The vibrations they knocked the Doctor against the wall with were good vibrations. The Mentiads arrive first and circle Mula and K9. The Doctor comes sliding in and tells the Mentiads he knew K9 would say he was amazed to see them.

When the Captain finds out the Mentiads are with the Doctor, who escaped, he sets the Avatron against the lead guard and it kills him. The Doctor asks why the Captain hasn't been kicked out. The lead Mentiad tells the Doctor it is beyond their understanding and they are constricted by the people's hatred. When others show signs of becoming a Mentiad, the rest seek him out and with each new Mentiad they become stronger. The Doctor figures the Mentiads are a psychic telepathic gestalt. Vast transmat engines under the captain's mountain make the entire mountain drop out of the space dimension -- and rematerializes in another part of the galaxy around a smaller planet. Romana helps the Doctor along with this explanation and Mula also interrupts. The planet is like an enormous leech. The omens mean the death of another planet.

The Captain talks to Fibuli about the Mentiads. The Mentiads will now have a clear purpose and lead by the Doctor. Fibuli detects that Calufrax minerals vollium and magenite 1-5 can be vibrated and refined to set up interference patterns to neutralize their telepathic powers. Fibuli's death by the Captain is delayed. Fibuli thanks him again and again, confounded he says by the Captain's goodness. If they start now they can reduce Calufrax within hours but the machinery will be overloaded which matters not a quark to the Captain.

Zanak was a happy prosperous planet until the reign of Queen Xanxia, who had evil powers and the legends told she lived for 100s of years. The Doctor spouts that living hundreds of years doesn't necessarily mean she was evil, "I've known 100s of people who have lived 100s of years." Romana quiets him and asks Pralix to continue the explanation and history. The Doctor shushes K9 and asks Pralix to carry on. Xanxia staged galactic wars to demonstrate her powers. By the time the Captain arrived the only ones alive were a few nomadic tribes. A giant silver ship fell from the sky and the Captain was one of the few survivors. The Doctor wonders who did the extensive surgery on the captain, who was badly injured in the crash of his ship. K9 keeps trying to tell the Doctor something. The Captain took charge of Zanak, golden ages of prosperity. Kimus asks the Doctor why telepaths started having severe headaches. The Doctor does know: they were absorbing the life force of the living beings from the crushed planets. Pralix asks what a life force is. The Doctor stalls but asks Romana to explain it. Every atom in the universe, she says, has energy locked inside it. Every time Zanak crushes a planet there is a release of energy, some of it on psychic wavelengths and enough of it will be released to smash open the neural pathways of any telepaths. The Mentiads absorbed all that power into their brains. The energy adding to their power and means by which those who gave their energy will be avenged. K9 finally gets the Doctor's attention: all the planet's mines are working overtime.

Using his right pinkie, the Captain starts working on a device. He used to be one of the greatest hyper engineers of all time. Fibuli feels the Captain's reconstruction of this planet proves that. Not scale that counts, the Captain says, the skill. A fly buzzes around the Captain's head. The Captain has Fibuli take off his pinkie device. The Captain thinks about his ship from which the components were salvaged, the Mentialis, the greatest raiding cruiser ever built, which would seem like magic. Fibuli calls this planet the greatest feat of his. The Captain yells at this. He feels his soul is imprisoned beset by zombie Mentiads and interfering Doctors. He wants to go back to his life as a raider it seems. He spits as he states he shall be avenged. The nurse feels it is a good thing not to let his old skills die. She thinks this is his occupational therapy.

"Well they say you can fool some of the people all of the time," The Doctor quips as he and Kimus arrive in the city near where there is an air car and a guard. The Doctor throws his jelly baby bag down on the hood and the guard follows a trail of jelly babies. The Doctor and Kimus get into the air car. "I really must stop doing this -- it's like shooting fish in a barrel." The guard is quicker and shoots at the dash board to ward the Doctor off -- making the dashboard immobilized. The guard tells him to put his hands up and Kimus does after the Doctor. The guard tells the Doctor to get out but the Doctor needs his hands to do this and looks up at his own hands and then back to the guard.

Fibuli reports this back to the Captain. The other guards cannot get into the TARDIS, the Doctor's craft. Fibuli reports that the source of PJX18 is a heavily populated planet. They need this mineral to make their own repairs. In the system of the star Sol is the next world: Earth. The Captain thinks it a nice world but it will pleasant to destroy it. The Nurse comes to the Captain and asks him if the objective will be reached. The Captain laughs that it will. Another air car is sent to pick up the Doctor and Kimus.

K9 is in an air car. Citizens touch him. K9 makes contact with his long antenna out of his eye and launches the air car. The Mentiads are moving toward the mountain.

In the control room, tied up to a metal pillar, the Doctor and Kimus sleep. The Doctor is having a bad dream, "Did I tell you my plan. No more Janus Thorns. No more Janus Thorns! I think it will work..." He yells but wakes up and says good morning to the Captain. It does the Doctor his morale a bit of good to tell the Captain he will never get away with this plan of his... even though nothing at all makes him think this. "I've been tied to pillars by better men than you, Captain." The Captain tells him he is more vicious. The Doctor tells a sleeping Kimus not to panic, "Don't panic! Don't panic!" The Doctor doesn't understand what this is all for: he understands the daring do of a life of piracy but this. The Doctor tells the Captain there is no use in the Captain trying to shut him up and that the Captain cannot kill him while he is helpless. It is against the warrior's code, he should have thought of that before he tied the Doctor up. The Doctor tells him he wouldn't know what to do with the universe if he took it over, beyond shout at it. The Captain goes to hit the Doctor but then orders Fibuli to release the Doctor. The Doctor agrees.

In another area, the Captain shows the Doctor the crushed remains of the planets -- millions upon millions of tons of compressed rock held by forces unimaginable... even by the Doctor. Forces harnessed by the Captain. The Captain wants his freedom. The Doctor wonders why the compressed planets -- matter in so small a space would not collapse and form a black hole, dragging Zanak into a gravitational whirlpool. But the whole system is so perfectly aligned by gravitational geometry that every planet system is balanced off within itself. With each new planet the forces are realigned. It is the most brilliant piece of astro gravitational engineering the Doctor has ever seen. Pointless though. The Captain is glad the Doctor appreciates it. "Appreciate it? Appreciate it?! Why you commit mass destruction and murder on a scale that is almost inconceivable and you ask me to appreciate it!" The Doctor goes almost mad in anger, "Just because you've happened to have made a brilliantly conceived toy out of the mummified remains of planets!" The captain yells that it is not a toy. The Doctor yells, "Well what's it for?!! What are you doing?!" The Doctor almost cries, "What could possibly be worth all this?" The Captain goes to hit the Doctor telling him he has asked too many questions. A call from Fibuli inadvertently stops him. The Mentiads are on their way. The Captain orders his guards to take the Doctor, who is now trying to figure out the dimensions of the planet..using his hands as a protractor. Romana, Mula, and the Mentiads are going to climb up the mountain. Mula and Pralix worry that if Kimus and the Doctor haven't been able to break into the engine room. Romana tells them the Doctor knows what he is doing.

Two guards hold the Doctor up by his elbows. He asks them to put him down and the Captain complies that they should. They drop him face first. When the Doctor asks the Captain if the guards can let Kimus down, he hasn't done any harm, the Captain drops the key to the floor in front of his feet and tells the Doctor to do it. The Doctor bends for the keys as the Captain stamps his foot and the Doctor thinks the Captain is going to kick him but the Captain is just ordering Fibuli about. The Doctor lets Kimus down and tells him the Captain has no power against the Mentiad's tele-powers. Kimus asks what the machine the Captain is hovering over is. The Doctor doesn't realizes at first what he himself is saying it is -- a machine for blocking psychic powers. "Wag your tongue well, Doctor, it is the only weapon you have left," the Captain says. The Doctor tells him to make it work he would need the rare minerals from... Calufrax as Fibuli reveals at the same time. The Doctor rubs his head, "My biorhythms must be at an all time low." The Doctor's friends are doomed. The Doctor stops Kimus from attacking the hideous murdering maniac the Captain when the Doctor is to be killed. The Avatron almost attacks Kimus. The Captain sets it at the Doctor and Kimus anyway, telling it to kill them. K9 arrives and a fight between K9 and the Avatron starts. The Doctor orders K9 to come back but the Doctor and Kimus make a run for it outside the control room. K9 and the metal bird fight.

The Doctor and Kimus get to a door. Locked. Trapped. Never: not with the sonic screwdriver handy. Inside this new room they see the haggled remains of the living Queen Xanxia. The Doctor stops Kimus from getting near her... there are time dams which can stop time a bit, slow it down and slow down the space between time, given enough energy. Xanxia is suspended in the last few seconds of her life. She doesn't realize they are there and cannot hear them. The Doctor checks out another door.

The nurse asks the Captain how much longer they must wait. The captain prepares Fibuli to pry open the door which they are locked behind.

The Doctor thinks there is more to it than keeping Xanxia alive in that condition. But what is behind keeping her alive and in what other form? The Doctor shushes Kimus: something is coming. K9 who has the Avatron on his nose, the bird deactivated. The Doctor calls him a good dog and a hero. The Doctor has a job for Kimus and K9. He wants the two to go down to the engine room via a lift to sabotage the engine room. The Doctor will see to the captain. He finds a box like device.

The Doctor shows up and joins in on the laughing, "Hello everybody." He shows them a holographic image of himself... that box device is their little secret. He can switch off the image of himself just as he thinks he can switch off the image of another apparently real person..the nurse, who while she flickers, doesn't turn off. Her new body has almost attained full corporeal form. She orders the guards to seize the Doctor and unwilling, the Captain tells them to do as she says.

Romana shows the Mentiads and Mula the doorway to the mountainside. The Mentiads use their mind powers to open the door but guards arrive and start firing. The Mentiads make rocks fall from a nearby cliff side and the guards are hit by stones, rendering them dead or unconscious. Mula picks up a rifle gun.

The Nurse orders Fibuli to place the crystals in their psi blocking machine.

Two guards seem alive after the rockslide but only one gets behind the air car and starts firing his ray rifle at them. The Mentiads find their powers do not work all of a sudden. One Mentiad is shot down. Romana takes the ray rifle from Mula and shoots the guard down as he points at them. The contact between the Mentiads is gone. Romana hands the gun back to Mula.

As the nurse, Xanxia, orders Fibuli to keep the machine running, the Doctor confronts her. She wants the manifest from Fibuli. The nurse is now the real Xanxia, she confirms. The Doctor tells her that the old wizened thing is really her. He tells her that her new projection is a cell projection, but she calls it a permanent regeneration based on cells in her old body. It contains all the memory patterns of all that she was in the old life. The pirate captain listens to their conversation.

The Doctor claims that it is still unstable and she is still dependant on the last few seconds of life in the old body. But it is almost complete, she claims, her molecular structure is almost finally complete which is why the Doctor couldn't switch the Nurse off. He tells her it won't work. "It will never work you know. Believe me. I'm an old hand at regenerations -- it can't be done that way." The Nurse claims she will live forever. "Bafflegab, my dear, I've never heard such bafflegab in all my lives, "the Doctor states. "You dare to mock me?" The Nurse asks. "YES," the Doctor says in her face but she smacks him. "Ahh, now we're getting somewhere," the Doctor says. The nurse tells him he will die for his insolence and she moves the device on her waist which directs the captain to start to aim at the Doctor. The Doctor tries to get through to the captain, telling him that he is being used by her. The Doctor gets the captain to forestall to go on to explain to the Queen, who gutted her own planet Zanak for energy, that the time dams' need for energy increases exponentially -- there isn't enough energy in the universe to keep them going. Xanxia tells him he is just trying to save his worthless neck. The Doctor doesn't think it's worth all that effort and puts his arm around Fibuli, asking what he thinks. The Doctor sees how Xanxia controls the Captain...with her box. He tries to stab her with a knife but she gets him to agree to deal with the Mentiads. He orders Fibuli to seal the bridge.

Mula tells Romana she gets the feeling the Doctor is not the one in control here. Romana cannot get the door to the bridge open.

Xanxia feels the bridge is impregnable and the guards will pick off the Mentiads at will. The Doctor overhears the plans to find PJX18 -- quartz. Calufrax is entirely used up. Fibuli tells the Doctor that the next planet mined is Terra in the star system Sol: Earth. The Doctor talks and moves backward to open the door, trying to get the captain to not mine Earth and kill billions and billions of lives. The captain cannot be that insane. Telling the Doctor about the psi interference machine, Fibuli sees the door open but the Doctor moves to it, "It's alright, I'll close it." The Doctor runs out and hits the close switch. The Nurse tells them to leave the Doctor. He cannot do much damage now: Xanxia shall live.

The Doctor rendezvous with Romana, Mula and the Mentiads. Kimus arrives also: the door blocking the engine room is too thick. K9's batteries are almost exhausted trying to burn through the steel. The Doctor wants Kimus and Mula to stay in the hall and cover them. The rest of them will go to the engine room. "What are we going to do, Doctor?" Romana asks. "I don't know!" The Doctor says. On the way to the engine room, the Doctor and Romana with the Mentiads find K9, who is terribly run down. The Doctor thinks the Mentiads can still open the door if K9 can throw up a counter barrier on psychic plain 337.98 microbars. K9 cannot -- he needs recharging. "That's alright, K9, you're still my best friend." K9 tells him something. Romana asks what he said. "He said there's a power cable right behind me," the Doctor turns, Romana opens the inspection hatch and the Doctor plugs it into K9 who can divert the current and put it into his frequency projectors. The buzzing in the Mentiads' heads begins to clear immediately but they still cannot open the door.

Romana reminds the Doctor of something: when the TARDIS first tried to materialize, they couldn't but nor could Zanak. "Quick back to the TARDIS," the Doctor orders. Before he goes, he asks Pralix what he can see in his mind: a strip of metal. Whatever happens, the Doctor tells Pralix to concentrate on his mind. The two Time Lords race to the TARDIS. "C'mon Romana, we have a planet to save," the Doctor says. Romana asks what the Doctor was thinking of. A bent fork. Romana asks why anybody should want to bend a fork. "I haven't the vaguest idea," he tells her. Pralix laughs. Guards follow Romana and the Doctor on the moving air hallway. They fire at them. As they get off, the Doctor looks at the inertion neutralizer and thinks inertia is a very important law in physics and Romana agrees. The Doctor neutralizes the neutralizer and the guards come flying out of the hallway too fast and hit the wall. "Newton's revenge," the Doctor tells Romana.

Fibuli reports to the Captain that someone is using a counter frequency jammer. The captain calls to the guards to destroy it. Fibuli asks the Captain if he thinks the guards know what a counter frequency generator looks like. The Captain puts a hand on Fibuli's shoulder, then announces to his guards, "Destroy everything."

In the air car, Romana asks who Newton is. "A friend of mine on Earth, discovered gravity," the Doctor said. The Doctor had to give him a bit of a prod...dropped an apple on his head. Newton told the Doctor to clear off out of his tree but the Doctor explained gravity to him over dinner. They spot the TARDIS and Romana thinks they will never make it. The Doctor shoots the air car straight down.

Kimus tells Mula to wait in the hall while he checks on Pralix, who is concentrating on the Doctor's mind. The other Mentiad tells him they are still too weak to move the door.

The Doctor and Romana enter the TARDIS, the Doctor commenting that this is the most dangerous manoeuvre the TARDIS has ever attempted. He tells "the old girl" not to take it personally, to just try and survive. Multi loop stabilizer and synchronic feedback are set by the Doctor. Romana asks how they are going to materialize "when" at the same point in time and space. She will man the warp oscilloscope and the gravity dilation meter. Both will peak when Zanak goes at demat and remat mode.

Xanxia cannot stand the wait: she orders them to jump immediately. The Captain order Zanak to dematerialize.

Romana tells the Doctor to dematerialize and tells him he is doing well so far. He gives her a look.

The Captain prepares to surround Terra in five seconds.

The Doctor's vessel blocks Zanak. Romana doesn't think they can survive this. The Doctor knows it will get worse until one of them explodes or the Mentiads raise the door. The Doctor telepaths to Pralix opening a communication channel. Pralix orders the others to concentrate: the Doctor is too faint for him to hear. The Doctor orders Romana to switch off the TARDIS forcefield. Romana doesn't want to do it, "It's been nice knowing you, Doctor." The Doctor says, "And you..." She does it. The console smokes and sparks. Fibuli wants the captain to back off but the nurse wants more power. Pralix tells the Doctor via mind talk that the Mentiads cannot lift anything larger than a spanner. Romana yells, "Doctor, the TARDIS is about to explode! It's going to explode!" The Doctor makes the Mentiads focus on a spanner, a wrench towards the machine past the magravic doid particle analyzer and omnimodular thermacron to the megaphoton discharge link. Pralix asks what they do. "Hit it," the Doctor telepaths. The wrench hits it and a vast explosion hits the captain's bridge.

The Doctor sits up from the floor of the TARDIS where he was knocked down. Romana does the same. He says, "You can never relax for a moment on this job." Romana tells him they did it. He wonders if they will be able to anything else again. They try to materialize. They do: in the room where the body of Xanxia is. Romana asks if that is her. "Yes, that's her, the old harpy," he says. Romana thinks it is a pity they can't just switch her off. They cannot because the time dam field if interfered with would trigger off an explosion that would blast them off this planet. He tells Romana they will adopt the captain's plan. The Doctor moves off, leaving her to wonder what that is.

The Captain broods over Fibuli's body. Fibuli is dead. The Captain says, "He was a good man." Xanxia tells him to pull himself together. The Captain tells Fibuli he shall be avenged.

The Doctor shows Romana the captain's trophy piece. All the captain's blustering and shouting was an act to lull Xanxia into a false sense of security. "Let that be a lesson to you, my girl, never take anything at its face value," the Doctor tells Romana.

Xanxia hurries the Captain along as he makes adjustments.

The Mentiads' strength increases so they plan to open the door.

Romana figures that the only way to get into the time dams was to get into the perimeter of the time dams using the energy of the crushed planets. He would alter the balance slightly and open up a vortex which would start time up again to make Xanxia die. It wouldn't have worked, the Doctor said for Calufrax is not a normal planet: it an artificial metricized structure with an variable atomic weight. Calufrax is the second segment to the key to time. The Doctor tells her to try it out with the tracer. She cannot: she thought the Doctor had it. He gasps and searches his inner jacket. He finds the sonic screwdriver. Then he finds the tracer. She puffs. Romana tells him they cannot move anything in the whole trophy room: they will upset it and cause a gravity whirlpool. The Doctor tells her--not if he does something immensely clever.

The door opens as the captain claims he is free and he attacks Xanxia, calling her an old hag. The Doctor rushes in with Romana to warn the captain not to try -- it won't work. But he is too late: the captain does try and the nurse/Xanxia smashes her box, making the captain's arm blow up and the captain falls. The nurse picks up a gun and tells the Doctor it is his turn. He tries to explain everything but she says never again. She points the gun at him. Kimus arrives and shoots the nurse/Xanxia whose image vanishes. Everyone else on the bridge appears to be dead. The Doctor warns that no one else is to come in. The captain is dead, the place is unstable but the Queen is not dead. The Doctor tells Romana to take K9 back to the TARDIS and wait for him there.

Romana obeys with his please. The Doctor puts the captain's arm on his shoulder and looks at the machinery. Later, he arrives back at the TARDIS very pleased with himself. He explains to Romana: he switched around the captain's circuits on the bridge to create a hyperspatial forceshield around the shrunken planets, then he put his dematerialization on remote mode so they can operate it from the TARDIS console. The Doctor will dematerialize the TARDIS, then make Zanak dematerialize for a millisecond or two, invert the gravity field at the hyper spatial forceshield and drop the shrunken planets into the hollow center of Zanak, it will expand to fill the empty space. To get Calufrax, it will be flung off into the space time vortex and they will pick it up later. He claims it is fantastic and Romana agrees. As they talk a shooting star passes Zanak. Romana goes to shake his hand but he is too busy. They agree it is fantastic and clever. She asks about the bridge. He defers to K9: they will blow them up. Romana asks if that is rather crude. He agrees but it is immensely satisfying.

Romana has the detonator and the Doctor has the wire. He tosses it. Kimus asks if they will really be free. The Doctor tells him it is up to them. Romana hooks up the detonator. It is a good place in the universe to settle down: an ordinary sun, good neighbors, and convenient stars for when the get around to ordinary space travel. Pralix makes the detonator lever go down so the bridge will blow up. The Doctor bows out from behind the Mentiads.