Dr. Who, Susan, Ian and Barbara have fled from Rome in 64 AD. They end up on an old moor and find a woman, Veronica, sleepwalking. They take her back to her house where she wakes, embarrassed about being encountered by strangers. They are welcomed into the residence by Count Tarkin, Veronica's husband who offers them shelter and hospitality. The four gladly accept, and stay for the night.
Susan wakes at midnight and hears a noise in the attic. She gets up and goes into the corridor only to find Ian there as well, for the same reasons. They start to go and explore the attic, but Ian trips over the now dead manservant, Ripper. Dr. Who and Barbara awake at Ian's squeals and then the four start examining Ripper, to find he was throttled. They also discover that apparently Count Tarkin is trapped in the attic, thus explaining the noises. After a few attempts to break the attic door down, they decide they need an axe to break it. Veronica wakes up to the loud thumping and is surprised to see the quad trying to break into the attic. She says that the Count is a scientist, and might have an axe in his laboratory.
Excited upon hearing the news, Dr. Who and his four friends go downstairs to the lab, where Veronica has never been before. They are interrupted by Count Tarkin and discover that he has an insane brother, which was who was trapped in the attic. They go back upstairs to the drawing-room. Suddenly, the Count's brother storms in and confronts Tarkin, saying that Tarkin is a mere creation of himself. Clearly delusional, he attacks his brother and they get into a fight. Veronica tries to pull the two apart, only for her dress to be caught on fire. Then the carpet catches on fire. Count Tarkin stamps Veronica's dress out and escapes with Dr. Who, Susan, Ian, Barbara and Veronica.
The house burns down slowly. Dr. Who and his friends leave, leaving Count Tarkin and Veronica. The fire dies down to uncover the 'mad' Tarkin, covering his wife Veronica as a last act of protection.
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