Planet of the Spiders (TV story)

Planet of the Spiders was the fifth and final serial of season 11 of Doctor Who. It was the final regular appearance of Jon Pertwee as the Third Doctor and introduced Tom Baker as the Fourth Doctor in the final moments of part six. This was also Richard Franklin's final appearance as Mike Yates, outside of cameos.

The story was the first to use the term regeneration to describe the biological process that caused Time Lords to change in physical appearance and introduced one of the Doctor's mentors, K'anpo Rimpoche, as a means to further explain the mechanic and cement it into the Doctor Who mythos.

Counting K'anpo's regeneration along with the Third Doctor's, this is one of two of the Doctor's regeneration stories (the other being Twice Upon a Time) to feature a case of double regenerations and the only televised story where more than one Time Lord regenerates.

Synopsis
The blue crystal that the Doctor took from Metebelis III in a previous adventure is desperately sought by the Eight Legs, a race of mutated spiders, as the final element in their plan for universal domination. With help from an old mentor, the Doctor realises the only way to foil the plot is to make the ultimate sacrifice. The Doctor must risk death to return to the cave of the Great One and save the universe.

Part One
In the English countryside, Mike Yates, discharged from UNIT and recuperating at a rural Buddhist meditation centre, is having a casual stroll when he hears a strange sound coming from the cellar. He secretly peers in and sees five men (Barnes, Land, Keaver, Moss and their leader Lupton) conducting some kind of unusual meditation. He sees a strange glow appear on the mat they are all sitting around, and as he moves closer, he gets caught in a spiders web and unintentionally knocks a candle over but is able to run away before the group see him.

Meanwhile, the Doctor is researching psychic energy, enlisting the Brigadier to go to a show to see Professor Herbert Clegg, a clairvoyant.

Barnes asks Lupton if they should carry on but he says it's too late. Lupton is curious that none of them saw anything but Barnes believes it was the wind as the door was left open. They then hear a car start up. Lupton knows there is only one person at the meditation centre who owns a car: Yates.

The Doctor asks Clegg back to UNIT HQ. Clegg believes they want to hire him to perform his act but the Doctor informs him about the experiments he's conducting and tells the Professor he would like his help. Clegg admits he actually isn't a professor; it's merely for 'professional purposes'. The Brigadier then interprets this as an indication that Clegg's act is all just trickery to which he confirms is true and asks that they not tell anyone. The Doctor reassures him that his secret is safe: the secret that he is actually a gifted psychic. Clegg is dumbfounded as to why the Doctor would jump to such a conclusion. He tells him that he was able to work it out as, during his act, he made some mistakes; he answered some questions before his assistant had even said anything. Clegg silently curses himself and admits that his gift is constantly growing stronger and that he doesn't want it. The Doctor asks him if we would give them a demonstration. He then successfully levitates a tea tray using the power of his mind but is unable to hold it for long and drops it. The Brigadier suggests he do that in his act but Clegg retorts that it would send him mad. The Doctor assures him that his gift may seem special but such powers lie dormant in everyone. Clegg is sceptical of this but the Doctor further assures him that he can use his research to find out why the power has developed more in Clegg than anyone else. Clegg agrees to help.

Lupton is telling the monk Cho Je that a female journalist is coming to the meditation centre and says that they don't want her there. Cho Je remarks that they cannot completely shut out the outside world, but Lupton retorts that that is exactly what the monk did when he was in Tibet. Cho Je says that these views pass in time and that Lupton will learn this through his meditation. Lupton argues that he and the others came to the meditation to get away from others and find solitude. Cho Je replies 'one day you will learn to walk in solitude amidst the traffic of the world' but Lupton still maintains that the journalist should not come. Cho Je replies that Yates has gone to pick her up from the station.

Sarah meets Yates at the train station and gets into his car before asking him what's going on. He then drives off.

Lupton knows that Yates is bringing Sarah because he saw them meditating and suspects something. Barnes suggests they stop for the time-being but Lupton replies that they're 'on the point of breakthrough'. Their conversation is then interrupted by the simple minded handyman Tommy. He shows them a 'pretty' flower. Barnes tells him to carry on with his work but he answers that he's finished weeding so Barnes tells him to find something else to do. Tommy promptly grabs Barnes' arm and asks the men if they'd like a cup of tea. Barnes then pushes Tommy over and they leave; squashing the flower in the process and upsetting Tommy.

While travelling to the meditation centre, Yates has told Sarah the basics of what's happening and that it would be a good story for her magazine but she is a bit sceptical and wants to know more; specifically why Yates is at the meditation centre anyway. He replies that, following that 'Golden Age mess', he wanted to sort himself out and, after hearing what meditation can do for the soul, decided to try it.

Meanwhile, the group have started meditating again.

Sarah says that it doesn't sound like anything strange is happening but Yates is still convinced and says he believes it's a matter for UNIT. Sarah suggests he simply tell the Brigadier or the Doctor but he replies that they wouldn't believe him after what happened last time he saw them. Sarah then realises he wants her to have a look and then tell the Brigadier for him to which she agrees as long as he can convince her. A tractor then suddenly appears in front of them and Yates swerves violently off the road to avoid it. Once the car has stopped, they look around and realise the tractor has disappeared. Sarah admits she's convinced. Back at UNIT, the Doctor has wired Clegg up to an electroencephalograph which can monitor his brainwaves. As a test, the Brigadier then gives Clegg his watch who is able to tell him the fully history behind it and the Brigadier, rather brusquely, confirms it's all true and remarks that the Doctor should have enough from that test; but the Doctor answers they may have too much. He then introduces an IRIS machine which can turn Clegg's thoughts into pictures. He gives him the sonic screwdriver and the machine produces images of a previous occasion when the Doctor used it.

Sarah is interviewing Cho Je who is explaining the various teachings provided at the meditation centre and what men can gain from them. Cho Je then excuses himself for a meditation class but Yates asks that, if used wrongly, whether meditation could be dangerous. Cho Je confirms that it could but believes that it would never happen there.

Clegg believes he was losing mind after seeing such 'fantasies' but the Doctor and the Brigadier assure him he's doing well. Benton then walks in with a package that has arrived from South America and the Doctor works out that it must be from his former assistant Jo Grant (now Jo Jones). Before opening it, he gives it to Clegg and asks him what's inside. He replies that it has come from beyond the stars and eventually says that it is a 'blue gemstone'. The Doctor and the Brigadier realise it's the Metebelis crystal the Doctor gave Jo as a wedding present. He opens the package and, sure enough, the crystal is inside.

Yates has finished showing Sarah around the centre but she insists on sneaking a look at the meditation class. They peer in through the door and see multiple people, including some from Lupton's group, sitting down with their eyes closed while a soundtrack of men chanting is playing which Yates says helps with the meditation. They quietly close the door and are greeted by Lupton and Barnes. Yates introduces her and Lupton remarks that Cho Je told him she was coming. He asks whether she's had an informative visit and she confirms she has but remarks she had a bad start. She initially begins the tell them what happened to them on the road but Yates promptly cuts her off and says they had an accident where their car ran off the road. Lupton remarks that the roads are dangerous and that they should be more careful. He asks that Sarah stay and share a meal with them, or at least a cup of tea. Sarah would love to but Yates insists that she has to leave or she will miss her train; says she has hours yet but Yates remarks she must have misread the time and drags her off. She's furious that, after all the fuss he made about this, he's now taking her away. Lupton watches him leave and believes they won't have any more troubles, seeing how scared Yates was, and tells Barnes they will carry on as usual.

Yates then tells Sarah the man she spoke to was Lupton; thus making her realise why Yates ended their conversation so promptly. Yates deduces that, from what Lupton told them, he and the group tried to kill them by manifesting the hallucination of the tractor. They pull up a short distance from the centre and Sarah ask why they're running away. He tells them that they're not and that he only wants Lupton to think that they're running away. They then climb over the wall.The Doctor is reading Jo's letter. She says that they still haven't found their toadstool and believes that they won't until they get rid of the crystal as some people they've met believe it's bad magic. Clegg then picks the crystal up and curiously examines it. Sarah and Yates climb through a window to get back into the centre but they are spotted by Tommy. He's curious but they tell him they're playing a game. He initially wants to play as well but Sarah tells him it's a game where he has to keep it a secret. Tommy, who is enthralled by shiny objects, notes Sarah's 'pretty' brooch; she then gives it to him and he walks off. They sneak into the cellar and hide. The group come down shortly afterwards and start meditating again.

The Doctor finishes reading Jo's letter when the crystal starts glowing and the room begins to violently shake. The Doctor is able to stop it by wrenching the crystal free from Clegg's grasp who then screams and slumps in his chair. The Brigadier says he'll get the medical officer but the Doctor tells him it's too late; Clegg is dead.

Sarah and Yates watch as the group continue meditating and summon a giant spider into existence...

Part Two
The men are alarmed at the sight of the giant spider. Land tries to run but is blasted by it. Lupton commands it to leave but it tells him that it has come to give him the power he seeks. It orders him to turn around where it promptly jumps onto his back and disappears.

Back at UNIT, the Brigadier is curious as to how Professor Clegg died. He wonders if it was the crystal but the Doctor doesn’t see how it could have been and decides to check the IRIS machine to see if it recorded Clegg’s thoughts before he died. It reveals that he saw visions of spiders…

Lupton orders the men to go back to their rooms and not tell anyone about what happened. Barnes is curious about whether Lupton is alright but he replies that he’s never felt better.

The Doctor decides that he should look into the crystal himself. Benton offers to do it first as the Doctor is not expendable but he replies that he’s already responsible for one man’s death but thanks Benton anyway.

Sarah sneaks back out of the window but Yates decides to stay behind so as to not arouse suspicion and to try and learn more. Barnes is wondering where the spider has gone but Lupton tells him that it is still on his back; it has joined their minds and he can hear it speak if he concentrates. He sends Barnes away and the spider then tells him it can sense the crystal which is the reason it has come to Earth. It tells him to concentrate and he says “I can see a man staring into a blue light; a light of a crystal”.

The Doctor has seemingly gone into a trance staring at the crystal. He then comes around once Benton places a mug of coffee in front of him. He reveals the only thing he could see in the crystal was the face of his old teacher; the person who first taught the Doctor how to see into his mind when he was younger.

Yates wants to speak to the Abbot of the meditation centre K'anpo Rimpoche about what he’s seen but Tommy tells him to go to bed. He gives Tommy his necklace to try and distract him but he merely repeats himself before wandering off. Lupton then appears and also repeats Tommy’s instructions.

Sarah is trying to tell the Doctor about what she and Yates saw at the meditation centre but he’s too busy focusing on the crystal and isn’t fully paying attention. However once she mentions the word ‘spider’ he instantly stops and demands that she repeat the story from the beginning.Lupton arrives at UNIT looking for the Doctor and a guard directs him on where to go but asks to see his pass. He then fires a blast from his fingers at the guard, incapacitating him. The Doctor explains to Sarah how he got the crystal on Metebelis III and of the possibilities of its power. Sarah speculates that the giant spiders want the crystal back but the Doctor says there aren’t any giant spiders on Metebelis III. Lupton then incapacitates Benton and spots the crystal in the lab; the spider tells him to concentrate. The crystal then vanishes and appears in Lupton’s hand.

He then tries to escape by stealing the Whomobile. The Brigadier, Benton and Sarah give chase in Bessie while the Doctor uses a gyrocopter. They soon speed past a police car which promptly begins pursuing them. Lupton eventually stops at an airstrip and hides nearby. While the Doctor and the others are distracted by the policeman, Lupton steals the gyrocopter. The Doctor and Sarah use the Whomobile’s flying ability to continue the chase; the Brigadier and Benton then return to UNIT, leaving the policeman utterly bemused.

Lupton is forced to land the gyrocopter due to lack of fuel and steals a speedboat. The Doctor then steals a hovercraft and cuts across the land to catch up to him. The spider then tells Lupton to concentrate. The Doctor finally manages to board the speedboat; only to discover Lupton has vanished…

Part Three
Lupton re-appears at the meditation centre just as Cho-je walks past and greets him. However, his arrival was secretly observed by Tommy who notes the ‘pretty’ crystal. Going back to his room, Lupton reflects on their success, though exhausted following the chase. The spider then connects his mind to Metebelis III where he sees a room full of other giant spiders (who call themselves ‘Eight-Legs’); one being the Queen who orders them to return the crystal. Lupton is surprised that he is being seemingly forgotten even though he played a key role in getting the crystal. The Queen is convinced to let Lupton continue to serve them so as to aid them in the Great One’s true plan: the conquest of Earth.

The spider leaves Lupton to sleep and detaches from his body.

The Doctor, Sarah and Yates are speaking to Cho-je about what has happened but he does not believe Lupton could be involved, remarking that he saw Lupton at the time they claim that they were pursuing him. Barnes overhears this conversation and then goes to speak to Lupton about it. Upon seeing the crystal he realises they were telling the truth. He tries to convince Lupton to abandon what he’s doing but he reflects on his past and says this is the perfect chance for him to get power; which is why he came to the meditation centre in the first place. While they are talking, Tommy secretly leans in through the window and takes the crystal. He then adds it to his collection of ‘pretties’.

The spider then re-appears and tells Lupton that Cho-je will want him to speak to the Doctor and also tells him to send Barnes away. Lupton refuses to talk to the Doctor but the spider inflicts unbearable pain on his mind to force him to comply. Lupton then discovers he can inflict the same pain on the spider, due to their minds being connected. The spider relents and says they will go to Metebelis III but Lupton is unwilling to just become the Queen’s slave. The spider tells him that they can work together to make sure they both obtain power and then jumps onto his back again. They then discover the crystal is missing.

While the Doctor and Yates are still talking to Cho-je, Tommy appears; Sarah goes to talk to him and he tells her that he as a ‘present’ for her. The Doctor is still anxious to see Lupton so Cho-je sends Moss to fetch him. Lupton initially suspects Barnes of taking the crystal but he says he would have no reason to; he then questions whether it’s on Metebelis III but the spider says her sisters don’t have the power to transport it there. Lupton decides they will have to bluff the Queen and say they still have the crystal.

While Sarah is waiting for Tommy to get her present, she spots Lupton and Barnes talking. Moss then appears but Lupton asks him to tell the Doctor that he couldn’t find him. Lupton then goes into the cellar. She then asks Tommy to tell Yates that she is following Lupton into the cellar. As she runs off, Tommy holds out her ‘present’ which is actually the crystal.

She hides while Lupton rolls out the mat and begins chanting. Tommy tries to repeat Sarah’s message to Yates and he casually dismisses it but the Doctor realises he’s trying to tell them something. Moss then appears and says he can’t find Lupton but Tommy says “Lupton in the cellar! Sarah-Jane Smith! In the cellar!” The Doctor asks to see the cellar and Yates shows him the way. Sarah then watches as Lupton disappears. She steps onto the mat and finds she can’t move. The Doctor and Yates run over to her but she also disappears and finds herself on Metebelis III. She spots Lupton in the distance and tries to follow him but is grabbed from behind.

The Doctor tells Yates that he’s going to Metebelis III after her. Yates is unsure whether the Doctor will successfully make it there due to the TARDIS being unreliable in the past but the Doctor says that the planet’s co-ordinates are programed into the system but he’ll leave the actual landing place to the TARDIS itself. Yates smiles at how the Doctor speaks of the TARDIS as if it was alive and he replies “Yes. Yes I do don’t I?”

Sarah is brought before a group of primitive humans. The one who grabbed her, Tuar, believes she is a spy. His father, Sabor, is angry with him for endangering them all and demands that he release her. Tuar’s sister, Rega, tries asking Sarah who she is and how she came to be there but Tuar angrily yells that they should kill her. Sarah tries to profess her innocence but when she uses the word 'spiders’ everyone is shocked. Tuar is even more convinced as she’s used a ‘forbidden word’ and tries to throw her off the cliff but his brother, Arak, stops him. Their mother, Neska, asks Sarah where she’s from and Sabor becomes very intrigued when she says she’s from Earth, asking if she came in a starship “like our ancestors did”. Sarah tells them she doesn’t know how she arrived but Tuar believes she is lying. Trumpets then begin sounding, indicating the Queen of the Eight-Legs is coming. Neska orders Arak to hide and he and his family, along with Sarah, run into their house.

The Queen and her guards then arrive. The Guard Captain, demands that the ‘Two-Leg’ Arak present himself, due to the fact that he had previously attacked a field guard and left him to die, saying that if he doesn’t, one male Two-Leg will be taken from each family. Arak wants to go but Sabor suggests that he speak to the Queen as he believes she will listen to him. He tries to plead with her, saying that the guard was cruel and heartless and that he struck Neska for no reason, which is why Arak attacked him but she refuses to listen, demanding to know where Arak is. Sabor says he helped him escape to the hills. The Queen tells him this means he will have to take his son’s place which he agrees to. Sarah asks what will happen and Tuar says the Eight-Legs will eat him. Neska then runs over to Sabor but one of the guards attacks her. Rega rushes to her mother but the Queen spots Sarah and realises she’s a stranger. She surrenders herself to prevent Arak being discovered.

The Doctor then arrives in the TARDIS and briefly speaks to the Queen who, upon learning that he and Sarah are from Earth, orders her guards to bring him along with Sarah. Rega gives Sarah her cloak and she slips away while the Doctor battles the guards. The Guard Captain then blasts the Doctor, incapacitating him…

Part Four
The Guard Captain notices that Sarah has gone. They leave but take Sabor with them.

At the meditation centre, Yates watches as Land, Moss and Keaver go into Barnes’ room and hang a ‘do not disturb’ sign on the door. Yates cautiously approaches the door and tries to listen.

Tuar believes the Doctor is dead but Sarah sees him moving and Tuar realises he is alive. Yates listens as Barnes and the others try to make sense of what has happened to Lupton and what they should do when they notice the doorknob turning. Barnes slowly approaches the door only to find Tommy’s standing on the other side doing some cleaning. Barnes believes Tommy was spying and points to the sign on the door and Tommy tells him he’s learning to read from a book his mum gave him. Barnes promptly slams the door and Tommy tries to read the ‘do not disturb’ but finds he can’t and decides to do some reading. Yates then emerges from his hiding place and goes back to the door.

On Metebelis III, a bell rings indicating a curfew is now in effect; anyone caught outside after dark will be killed. The Doctor’s condition is worsening and Arak tells Sarah he is dying but she refuses to believe it. Rega says there is no cure and that the Doctor should be dead.

The Queen arrives back at the council chamber to find Lupton and his spider sitting on her throne. She angrily demands to know who he is. The spider tells her that he is the one who helped her. The Queen orders a guard to take Lupton but then he reminds her of the crystal. The spider falsely confirms that they have it. Lupton says they know where it is hidden but will not turn it over until they receive their rewards, shocking the council. When the spider concurs with Lupton, albeit uncertainly, the Queen then tells them that they are not aware of the extent of their failures; informing them that they were followed by “two Earth spies”. She says that the male is dead but the female is still alive and therefore still poses a danger. She suggests to the council that, until the female has been captured, they should refuse Lupton and the spider’s demands, to which they agree.

Tommy tries reading a simple children’s book (with some difficulty) but hears a strange sound coming from the crystal and it starts glowing; Tommy then collapses. He wakes up shortly afterwards and continues reading, discovering he can now do so with ease.

Arak remarks that the Eight-Legs will keep Sabor alive for a little while that there's a chance they could rescue him and Tuar suggests they attack. Arak admits he is afraid to do so but becomes very angered when Tuar calls him a coward. A fight very nearly starts between them but Rega breaks them up. Sarah tells them she’s certain that the Doctor could help them. He, very weakly, tells her that inside the TARDIS there is an old leather satchel that contains a device which is the only thing that can save him. Tuar warns Sarah that she’ll be killed if they catch her. She successfully makes it to the TARDIS and Arak admires her bravery but Tuar says she’s being foolish and that nothing can save the Doctor. She comes back out with the satchel and sets it on the ground while she locks the TARDIS but Lupton captures her. Arak manages to retrieve the satchel with Rega remarking that he’s not a coward and Tuar agrees. Arak tells the Doctor Sarah’s not there but gives him the device. He holds it and it begins to make a loud sound and then there’s a flash of light. He thanks them and is already sounding stronger.

Tommy goes into the library and tries one of the books; finding that he can read it easily. He then takes several more. Meanwhile, Sarah is thrown into a cell where Sabor has already been cocooned. Barnes and the others are still discussing what they should do when Yates decides to knock on the door. The others hide while Barnes quickly lies on his bed pretending to read. Yates enters and remarks that he heard them talking and thinks they should have a chat when Moss knocks him out; though Barnes, Land and Keaver are angry with him for doing so.

Dawn breaks on Metebelis III and the Doctor is fully recovered. He cheerfully wakes the others. Sarah wakes up to find she’s also been cocooned. Sabor tells her she’s a prisoner and that there’s no point in struggling. She asks what they will do to them and he remarks that the Eight-Legs usually eat the sheep that they breed for them; but they prefer humans.

The Doctor praises the mutton broth that Arak made for him, curious that they have sheep here. He says that their ancestors, who the Doctor works out were colonists, brought the sheep with them. Arak explains that 433 Earth years previously their ship came out of a time jump from Earth with no fuel left and crashed on Metebelis III. Tuar is angry that the Doctor is just sitting there chatting while Sarah is a prisoner but he says that she’ll be alright for the time being as the spiders will want to know how she arrived. The Doctor confirms that he can help them but needs to know how the spiders came to be on Metebelis III. Sabor is telling the same story to Sarah and says that they also came from Earth but Sarah says there aren’t any spiders of that size on Earth. Sabor admits that’s true but says there were spiders on the ship that crashed and that the blue crystals in the mountains gradually made them grow larger and smarter. By the time the humans discovered them it was too late. Arak says that they’ve brutally ruled over them ever since, controlling them through fear. They once wiped out an entire village of humans, 269 people including children, because they were keeping too much food for themselves. The Doctor asks them to get some pebbles for him, saying that he’s “playing a hunch”

Yates wakes up to find that his hands are tied and that he’s been gagged.

The Doctor is checking each stone against the device, remarking to Rega that the crystals can’t be the only mineral on Metebelis III and that he’s trying to find a stone with a structure that can deflect the spider’s attacks. Eventually he finds a suitable one. He then sets off for the citadel, telling Arak and the others to follow him as soon as they can.

Sarah is continuing to struggle but Sabor tells her to rest, leading her to angrily ask why he’s so calm. He replies that you’re only frightened when there’s hope of rescue, saying that they have none but she refuses to accept it. The Doctor is wandering through the citadel when the Guard Captain spots him. He tries to blast him again but he blocks it with the device. They briefly fight until Lupton arrives and demands that the Doctor be killed. Another guard says he has orders from the Queen to have Lupton arrested. The Captain and another guard take Lupton to the council. The Doctor tries to escape but is promptly captured, remarking that things are getting monotonous. The guard tells him his execution has merely been postponed rather than cancelled and he is taken away. Sarah asks Sabor how long they’ve got and he says it could be a week, a few days, an hour… Sarah is thrilled when the Doctor walks in but, upon noticing he is accompanied by guards, groans in despair.

Part Five
The Queen is accusing Lupton and his spider of treason, stating that the crystal is still on Earth. Lupton asks how they found out and the Queen says they traced its vibrations through space and time, which is how they found it originally. Lupton claims that he knows where the crystal is hidden on Earth, meaning that they still need his help if they want to invade. The Queen cautions his words but the spider retorts that her arrogance is interfering with the Great One’s plans, causing some of the council members to voice their doubts about the Queen. She warns them not to make any snap decisions, saying that she will speak to the Great One herself about it.

The Doctor is now also cocooned. Sarah asks that if the spiders wanted the crystal so badly why they didn’t just take it before he did. He answers that they arrived long after he left. He tells them that Arak is trying to rally members of other villages so as to attack the citadel, saying they can now defend themselves. The guards then arrive and cut Sarah out of her cocoon. As they’re taking her away, the Doctor tells her to try and stall them.

Neska and Rega share a tearful goodbye with Arak and the others before they set off for the citadel.

The Doctor manages to wriggle out of his cocoon using a trick Houdini taught him and tells Sabor that once he’s rescued Sarah he’ll come back for him. Sarah is brought before the Queen who says that she wants to help but Sarah is sceptical. The Queen says she does not agree with the council’s plan to invade Earth, believing it to be foolhardy and a big risk. She says she has lied to them about visiting the Great One and that she only desires peace with the Two-Legs. She intends to help Sarah and the Doctor escape back to Earth but Sarah is curious as to why. She asks Sarah if she knows about the crystal and she states that Lupton has it but the Queen tells her that it’s on Earth. Sarah then realises that the Queen wants them to get the crystal back for her. She agrees to help on the condition that the Queen release Sabor and listens to the Two-Legs.

Barnes un-gags Yates who then asks what they’ll do. He replies that they can only wait for Lupton to get back and hold Yates until he does; even though they’re not sure whether he can get back. Yates suggests they re-open the bridge the way they did it the first time but Barnes tells him you need five people to do it; Yates offers to help them, to try and also get Sarah back. Barnes agrees.

Lupton says they can return to Earth and retrieve the crystal which will therefore open the way for the invasion. The council question what to do if the Queen returns from the Great One with a different plan. Lupton’s spider says they can’t trust the Queen but the council retorts that they can’t be trusted either. Lupton is furious that the spider is not going to use his plan but she begins inflicting mental pain on him again until he agrees to obey.

The Doctor hears Sarah’s voice coming from a nearby cave and follows it.

Tommy is now reading very fluidly but realises he doesn’t understand the words. He decides to ask Yates if he can explain what’s happened to him. He then overhears Barnes and Yates talking about when they’ll meet in the cellar. Tommy then recalls recent events such as Lupton appearing from nowhere and Sarah saying how she’s following him into the cellar. He realises the crystal is somehow connected to it all and decides to ask Cho-je but hides the crystal.

The Doctor continues following Sarah’s voice but soon hears another voice warning him not to enter due to the lethal radiation within. He asks of Sarah and realises the voice he heard was just an illusion and that he is now speaking to the Great One. She orders him to return the blue crystal that he stole, revealing it is the one last great crystal of power, and humiliates him by forcing him to march in a circle like a tin soldier via her psychic power. The Doctor is too overcome by fear to face her and leaves.

Barnes, Yates and the others have started meditating. The spider detects that the bridge has been opened and Lupton realises what the group are doing and he warns the council that they might be hostile towards them. The spider replies that their approach will be secret. They begin teleporting to Earth unseen by the group.

Tommy has explained everything to Cho-je who comments that the group are being foolish. Tommy suggests they tell K’anpo and Cho-je agrees but only once they know what to tell him. He tells Tommy to fetch the crystal while he goes down to the cellar to see what the men are doing. Tommy remarks to Cho-je that he doesn’t seem surprised to find he’s changed. He replies “When everything is new, can anything be a surprise?”

The Doctor emerges from the cave and continues looking for Sarah.

Cho-je goes into the cellar and, horrified, tells the men to stop. He berates them for going against what he taught them but a spider then hangs from the ceiling and blasts both Cho-je and Yates just as Tommy comes in. The spiders corner Barnes and the others and Tommy runs off to tell K’anpo.

The Doctor finds Sarah back in the cell area, apparently fine. They hear Arak and the others causing a fight and she tells the Doctor they can escape. She holds his hands and they disappear, much to Sabor’s surprise, just as Arak and Tuar come in to free their father. The Doctor and Sarah find themselves back in the village. The Doctor is astonished as to how she did it and she says the Queen taught her and that it is very simple. Neska and Rega then ask what’s happening. Sarah quickly updates them and bids them farewell, seemingly in an awful rush to go. They then leave in the TARDIS

Barnes, Moss, Land and Keaver have all been taken over by spiders. They hide as they hear the TARDIS coming back. The Doctor and Sarah emerge to see Cho-je and Yates’ bodies. But the Doctor reassures her that they’re not dead; to which Barnes remarks is an unfortunate oversight and tries to blast them. The Doctor uses a stone to block their attacks and Tommy leads them out, taking a small hit himself. The Doctor then locks the door. Sarah is worried about Cho-je and Yates but the Doctor says they’ll be unconscious for a while and will therefore be safe. Sarah then notices the change in Tommy and remarks he’s like everyone else. He replies “I sincerely hope not”. He then takes them to see K’anpo.

The Abbot warmly welcomes them and the Doctor greets him in Tibetan (apologising for not bringing him a cotton scarf). Tommy decides to keep watch outside while the Doctor and Sarah sit down to tell K’anpo their story but the Doctor suspects the Abbot already knows most of it. He begins to wonder if he and K’anpo have met before and continues telling him about the crystal.

Barnes and the others arrive, their spiders telling them that they can sense the crystal inside the room. Tommy refuses to let them in and briefly fights them off until Barnes shouts “kill him!” All four men then start blasting Tommy…

Part Six
Sarah Jane is revealed to be under the control of the Queen, which explains how she and the Doctor escaped so easily. With the blue crystal, which Tommy had given to K'anpo, the Doctor is able to free her mind. The Doctor is astounded to discover an old friend; K'anpo is his former mentor whom he saw in the crystal, a fellow renegade Time Lord now enjoying peaceful life on Earth. The attack of Lupton's followers is repulsed with the help of Tommy, but K'anpo is injured and forced to regenerate. He takes on the appearance of Cho-je, who was a projection of K'anpo's inner self all along.

The Doctor realises his greed for knowledge and his theft of the crystal has set all these events into motion and that he must face his fear and probable death by returning it. He pilots the TARDIS to Metebelis III and enters the cave to confront the Great One, an enormous spider, who desires the blue crystal to complete a crystalline web that will amplify her psychic power to infinity. The Doctor obliges, but not before warning her that she is doomed to failure. With the crystal in place, she briefly succeeds, before the web overloads and destroys both her and the Eight Legs. The Doctor receives a lethal dose of radiation from the cave and barely manages to escape to the TARDIS.

Three weeks later, Sarah Jane and Brigadier Lethbridge-Stewart meet inside UNIT HQ and discuss the Doctor's disappearance. While the Brigadier tries to remain optimistic and tells her that it isn't the first time the Doctor has been gone for a prolonged period of time, Sarah Jane fears that they might never see him again. As they speak, the TARDIS appears in front of them. The Doctor stumbles out, a weary look on his face. He manages a warm, albeit weak, smile as Sarah runs up to greet him. He explains to her that he got lost in the Time Vortex; the TARDIS brought him home. He tries to take a step forward but promptly collapses onto the floor. The Brigadier and Sarah quickly run to his side. Sarah asks him why he had to go back to Metebilis III. He admits that he went back because he had to face his fear; it was more important for him to do so than to just go on living. As Sarah tearfully begs him not to die, the Doctor cups his hand up to her cheek and softly says, "A tear, Sarah Jane? Now, don't cry. While there's life, there's..." The Doctor cannot finish the quote before he expires. His friends begins to fear that he might truly be dead.

As Sarah closes his eyes and weeps, a projected image of K'anpo appears and assures Sarah Jane and the Brigadier that the Doctor is not dead but still alive, and that he will regenerate and become a new man. They ask when the process will begin; K'anpo replies that he is happy to help and gives the Doctor a little "push" to start the regeneration. He then vanishes, telling the Doctor's companions, "Look after him." The Doctor begins to regenerate, much to the surprise of Sarah Jane and the incredulous Brigadier. Sarah Jane exclaims, "Look, Brigadier, look! I think it's starting!" The Brigadier sighs, "Well... Here we go again." The face of the Third Doctor fades away and reforms. A younger man, with long, curly brown hair, appears — the Fourth Doctor.

Cast

 * Doctor Who - Jon Pertwee
 * Sarah Jane Smith - Elisabeth Sladen
 * Brigadier Lethbridge-Stewart - Nicholas Courtney
 * Mike Yates - Richard Franklin
 * Sergeant Benton - John Levene
 * Professor Clegg - Cyril Shaps
 * Lupton - John Dearth
 * Barnes - Christopher Burgess
 * Moss - Terence Lodge
 * Land - Carl Forgione
 * Keaver - Andrew Staines
 * Cho Je - Kevin Lindsay
 * Tommy - John Kane
 * Policeman - Chubby Oates
 * Soldier - Pat Gorman
 * Man with boat - Terry Walsh
 * Hopkins - Michael Pinder
 * Tramp - Stuart Fell
 * Spider Voices - Ysanne Churchman, Kismet Delgado, Maureen Morris
 * Arak - Gareth Hunt
 * Sabor - Geoffrey Morris
 * Neska - Jenny Laird
 * Rega - Joanna Monro
 * Tuar - Ralph Arliss
 * Guard Captains - Walter Randall, Max Faulkner
 * K'anpo - George Cormack

Uncredited cast

 * Doctor Who - Tom Baker (DWM 314)
 * Guards - Steven Ismay, Leslie Bates, Harry Fielder, Dennis Plenty, Roy Pearce, Derek Hunt, Geoffrey Witherick, John Cash (DWM 314)
 * Stunt Guards - Alan Chuntz, Stuart Fell, Billie Horrigan (DWM 314)

Crew

 * Costumes - L. Rowland Warne
 * Designer - Rochelle Selwyn
 * Film Cameraman - Fred Hamilton
 * Film Sound - John Gatland
 * Film Editor - Bob Rymer
 * Incidental Music - Dudley Simpson
 * Make-Up - Deanne Turner
 * Producer - Barry Letts (uncredited)
 * Production Unit Manager - George Gallaccio
 * Script Editor - Terrance Dicks
 * Special Sounds - Dick Mills
 * Studio Lighting - Ralph Walton
 * Studio Sound - John Holmes
 * Theme Arrangement - Delia Derbyshire
 * Title Music - Ron Grainer
 * Visual Effects - Bernard Wilkie

Uncredited crew

 * Grip - Jim Gomm (INFO: Planet of the Spiders)
 * Film Camera Assistant - Ian Punter (INFO: Planet of the Spiders)
 * Visual Effects Assistants - Ian Scoones, Richard Conway, Steve Bowman, Mat Irvine (INFO: Planet of the Spiders)
 * Make-Up Assistant - Sheelagh Wells (INFO: Planet of the Spiders)
 * Vision Mixer - Nick Lake (INFO: Planet of the Spiders)
 * Film Sound Assistant - Frank Brown (INFO: Planet of the Spiders)
 * Film Operatives Manager - Hugh Wilson (INFO: Planet of the Spiders)
 * Film Props - Albert Crush (INFO: Planet of the Spiders)
 * Assistant Floor Manager - Graeme Harper (INFO: Planet of the Spiders)
 * Grams Operator - Andrew Hunter (INFO: Planet of the Spiders)
 * Director's Assistant - Heather Dunthorne (INFO: Planet of the Spiders)
 * Inlay Operator - Dave Chapman (INFO: Planet of the Spiders)
 * Production Assistant - Marion McDougall (INFO: Planet of the Spiders)
 * Floor Assistant - Geoffrey Posner (INFO: Planet of the Spiders)
 * Technical Manager - Tommy Dawson (INFO: Planet of the Spiders)

The Doctor

 * The Third Doctor is familiar with Tibetan language and customs.

Foods and beverages

 * The Doctor likens Sergeant Benton's coffee-making skills to those of Mrs Samuel Pepys.
 * Lupton offers Sarah tea.
 * The Two-Legs offer the Doctor a mutton broth.

Individuals

 * The Doctor mentions being taught in the ways of escapology by Harry Houdini.
 * The Brigadier phones Sullivan, the UNIT Medical Officer.

Media

 * Sarah has worked for Metropolitan magazine.

Psychic powers

 * The Doctor is studying ESP.
 * Herbert Clegg shows the power of psycholotry.
 * The Lupton group's incantation "om mani padme hum" summons the Eight Legs to Earth.

References to real-world culture

 * Tommy reads "The Tyger" aloud, a poem by William Blake.
 * A comedian who performs prior to Clegg references the Archimedes principle.

Technology

 * The Doctor uses electroencephalography on Herbert Clegg.
 * The Doctor uses an Image Reproduction Integrating System (IRIS).

The Doctor

 * The Third Doctor regenerates into the Fourth Doctor.

Story notes

 * This is the first time the term "regeneration" is mentioned on screen.
 * This is the first time we see someone other than the Doctor regenerate (K'anpo Rimpoche).
 * Though not credited, Barry Letts wrote this story with Robert Sloman. Therefore, this marks the only story in Doctor Who to be written and directed by the same person.
 * This story carries no on-screen producer credit for Barry Letts, as the BBC would only allow him to be credited as either producer or director.
 * This story features a large chase scene including Bessie, the Whomobile, a police car, a gyrocopter, a hovercraft and a boat.
 * Tom Baker is uncredited in the conclusion of Planet of the Spiders when Jon Pertwee transforms into Tom Baker. Since no regeneration was shown at the end of The War Games, this marked the first time since William Hartnell changed into Patrick Troughton in 1966's The Tenth Planet that an on-screen hand-over of the role had occurred. Significantly, therefore, it was the first end-of-season regeneration to show the incoming actor.
 * This is the only story Barry Letts directed (while also serving as producer) that was not written by Robert Holmes.
 * Elisabeth Sladen is credited as "Sarah Jane" in Radio Times for parts two and three.
 * Nicholas Courtney is credited as "Brigadier" in Radio Times for parts one and two.
 * Cyril Shaps (Professor Clegg) is credited as "Professor Herbert Clegg" in Radio Times for part one.
 * Ysanne Churchman (Spider Voice) is credited as "Lupton's Spider" in Radio Times for parts four to six.
 * Kismet Delgado (Spider Voice) is credited as "Queen Spider" in Radio Times for parts four to six. She is credited on-screen together with Ysanne Churchman for part two, but not in Radio Times (the programme listing bills only Churchman).
 * Radio Times credits Maureen Morris (Spider Voice) as "Other Spider Voices" for part four, and as 'The Great One' for parts five and six.
 * Walter Randall (Guard Captain) is credited as "First Guard Captain" in Radio Times for parts four and five.
 * Max Faulkner (Guard Captain) is credited as "Second Guard Captain" in Radio Times for parts four and five. He is not credited on-screen for part four because these sequences were intended for part five only.
 * George Cormack (K'anpo) is credited in Radio Times for part five, but not on-screen because these sequences were intended for part six only.
 * Although Kevin Lindsay (Cho Je) is credited on-screen and in Radio Times for part two, he does not actually appear in the episode, as his scenes were edited out prior to transmission.
 * Parts of this story were recorded at the same time as parts of Robot. This not only meant that Jon Pertwee and Tom Baker were literally playing the Doctor at the same time, but also that Elisabeth Sladen, and to a lesser extent, Nicholas Courtney and John Levene, were having to rush back and forth between the two productions.
 * Jo Grant sends the Doctor a package containing the blue Metebelis crystal which the spiders covet, making this serial a sequel of sorts to The Green Death. This is also one of the first times that a past companion has played a role in a later story, although Jo does not actually appear in the story (she does, however, appear in the novelisation).
 * In A History of the Universe and aHistory, the scenes set on Metebelis III are arbitrarily dated to 5433 (the crash was 433 years ago and the ship is capable of intergalactic travel).
 * Incidental music from part two exists.
 * The phrase "Where there's life, there's hope", is a quote taken from the Roman philosopher Cicero and Terence's work Heauton Timorumenos.
 * Tommy's story is similar to that of the protagonist of the novel, a story of a mentally challenged man whose intellect is artificially boosted to genius levels. However, the protagonist of that story, Charlie Gordon, later suffers a regression of intelligence, while Tommy's intelligence boost is permanent and without any apparent drawbacks.
 * John Kane (who played Tommy) remarked how, when he was en-route to the BBC for his first day of filming for this story, he decided to test his 'Tommy persona' to see if it would be effective. He told the taxi driver he was going to see the Doctor saying 'the Doctor's my friend!'. When they arrived, the driver got out and spoke to the security guard who then came over and told Kane that the Doctor had left in his TARDIS and wouldn't be back for a while.
 * This is one of two regeneration stories without any scenes inside the TARDIS, the other being TV: The Night of the Doctor.

Ratings

 * Part one - 10.1 million viewers
 * Part two - 8.9 million viewers
 * Part three - 8.8 million viewers
 * Part four - 8.2 million viewers
 * Part five - 9.2 million viewers
 * Part six - 8.9 million viewers

Myths

 * Roger Delgado's Master was originally to have been written out in Planet of the Spiders, and after the actor's death the story was revised to incorporate Lupton in place of the Master.
 * It is true that had Delgado not died, he would have been written out in the final story of season eleven. During the filming of Frontier in Space, he had informed Barry Letts that he would only appear as the Master in one more story. Letts agreed to the request, seeing it as an opportunity to dramatically end Season 11. He asked writer Robert Sloman to help him write a story which would at last define the relationship of the Doctor and the Master, before having the Master sacrifice himself to save the Doctor. Sloman delivered at least an initial round of scripts, called The Final Game, before Delgado's death forced the complete suspension of the story line. Planet of the Spiders was a wholly different story, save perhaps for Barry Letts' desire to incorporate certain Buddhist philosophies.


 * A frequent corollary to the above is that The Final Game would have also incorporated the regeneration of the Third Doctor.
 * Sloman had delivered scripts to Letts two weeks prior to Delgado's death on 18 June 1973. Pertwee didn't announce his retirement until after his request for a raise was denied in December 1973. The first scripts of The Final Game presumably had not included any elements pertaining to the Doctor's regeneration, because writer Robert Sloman didn't know Pertwee was going to leave.

Filming locations

 * Tidmarsh Manor, Tidmarsh, Berkshire
 * Bloomfieldhatch Lane, Stratfield Mortimer, Berkshire
 * Membury Airfield, Membury, Wiltshire
 * River Severn, Westbury-on-Severn, Gloucestershire
 * Mortimer Station, Stratfield Mortimer, Berkshire
 * Mereoak Lane, Stratfield Mortimer, Berkshire
 * Le Marchant Barracks, London Road, Devizes, Wiltshire
 * BBC Television Centre (TC1, TC6, TC8), Shepherd's Bush, London

Production errors

 * The Doctor's flying car is a different colour in the studio (gold rather than silver). This is due to the silver Whomobile reflecting the yellow backdrop used for the CSO screen.
 * In part two, the first man attacked by the spider clearly prepares himself for a fall by sticking his hands out in front of him.
 * In part two, Richard Franklin trips up on the word "much" when he tries to say, "No, it's much better you go by yourself."
 * In part two, as the police car pulls a three-point turn whilst giving chase, the Whomobile can be seen sat stationary in the distance (rather than continuing to move; Bessie should also be seen between the two).
 * In part four, when Tommy collapses after looking into the crystal, we see that it is on a table. When he comes to, he is holding it.
 * In part six, the puppet strings for the Great One's legs can be partially seen, as can some of the smaller Eight Legs' strings once they have overturned in pain from the infinite psychic feedback of the crystal web.

Continuity

 * Jo Grant sends the Doctor a package containing the blue Metebelis crystal. (TV: The Green Death)
 * Mike Yates refers to when he met Sarah. (TV: Invasion of the Dinosaurs)
 * The Doctor previously mentioned the hermit who lived behind his house. (TV: The Time Monster)
 * When the Doctor explains the workings of the TARDIS to Mike, he says, "You speak as if she were alive," and the Doctor replies, "Yes. Yes, I do, don't I?" (TV: An Unearthly Child, The Doctor's Wife, etc.) This was the same thing Jo Grant said when the Doctor talked about the TARDIS having moods, to which she responded, "You talk as if she was alive." (TV: The Time Monster)
 * PROSE: Interference - Book Two presents an alternative regeneration sequence when the Eighth Doctor is manipulated into changing his past by Faction Paradox, resulting in the Third Doctor regenerating on the planet Dust when he is shot; the timeline returns to normal following the events of PROSE: The Ancestor Cell.
 * The Eight Legs returned in PROSE: The Eight Doctors, PROSE: Return of the Spiders, AUDIO: The Eight Truths and AUDIO: Worldwide Web.
 * The Fifth Doctor in the PROSE: Light at the End of the Tunnel tries to fight off his phobia of spiders when he goes inside a large pipe.
 * The Eighth Doctor still has a phobia of spiders in PROSE: The Scarlet Empress.
 * Professor Clegg divines that the Brigadier's wristwatch was given to him eleven years earlier in a hotel room by a woman named Doris, prompting a somewhat embarrassed reaction from the Brigadier. After his retirement, the Brigadier marries a woman named Doris. (TV: Battlefield)
 * K'anpo Rinpoche regenerates from a Caucasian appearance to an Asian appearance. Melody Pond similarly changed her ethnic appearance in one of her regenerations. (TV: Let's Kill Hitler)
 * In PROSE: Love and War, it is revealed that the Doctor spent ten years alone wandering in the vortex dying of radiation poisoning before returning to UNIT.
 * A Time Lord's change of appearance is referred to as a "regeneration". (TV: The Deadly Assassin, Castrovalva, The Five Doctors, etc.)
 * When needing to boost a human's psychic powers, the Eleventh Doctor later returns to Metebelis III to retrieve another crystal. (TV: Hide)
 * When Sarah Jane and the Brigadier discuss the Doctor's three-week absence, the Brigadier recounts how "one time, I didn't see him for months; what's more, when he did turn up, he had a new face." (TV: The Invasion, Spearhead from Space)
 * This is the second time the Doctor has possessed a crystal that can emit powerful radiation and mutate certain beings after prolonged exposure to enough radiation. (TV: The Mutants)

DVD release
This story was released as Doctor Who: Planet of the Spiders.

Released: Special Features:
 * Region 2: 18 April 2011
 * Region 1: 10 May 2011
 * Region 4: 2 June 2011
 * Commentary by Elisabeth Sladen, Nicholas Courtney, Richard Franklin, Barry Letts, and Terrance Dicks.
 * The Final Curtain documentary
 * John Kane Remembers featurette
 * Directing Who With Barry Letts documentary
 * Now and Then featurette
 * Planet of the Spiders 102 minute omnibus
 * Omnibus trailer
 * Photo Gallery - Includes unreleased incidental music from Part Two.
 * PDF: Radio Times Listings

Digital releases
This story is available:
 * in iTunes stores (Australia, Canada, France, Germany, UK and US) as part of the Doctor Who: The Classic Series collection Doctor Who: The Best of The Third Doctor, which additionally includes the stories Spearhead from Space, The Three Doctors and The Green Death;
 * in non-European iTunes stores (Australia, Canada and US) as a standalone season of Doctor Who: The Classic Series;
 * on Amazon Video (UK) as Season 74 of Doctor Who (Classic) series;
 * for streaming through BritBox (US) as part of Season 11 of Classic Doctor Who.

Video release
This story was released on VHS as per follows:


 * Region 2: April 1991
 * Region 4: September 1991
 * Region 1: May 1994