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.

The Doctor attempts to restore the Sacred Flame to prove his good intentions to the Sisterhood, while Solon prepares to connect the brain of Morbius to his body.