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With the Cybermen preparing to launch a full attack, the Doctor and his friends must keep the Moonbase and the Gravitron out of their hands until help arrives from Earth.
The Cybermen take over the Moonbase and begin using the Gravitron to attack Earth but Polly, Ben and Jamie come up with a way to fight back.
The TARDIS arrives at a holiday camp company with the crew worried by a prediction of giant crabs and the Doctor becomes interested in the apparent madman Medok's stories of creatures that roam the colony at night.