The Doctor is captured by Styggron and left to die in the destruction of the fake village but Sarah escapes from the disorientation chamber to try and rescue him.

The Tardis lands on the bleak planet Karn, in a spaceship graveyard, where The Doctor and Sarah find a evil scientist called Doctor Solon is constructing a new body for the brain of a evil time lord known as Morbius, whom The Doctor thought was executed by the high council on Gallifrey. Where Morbius with his new body plots to rule the galaxy.