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The Ultimate Foe was the unbroadcast title given to the concluding two episodes of The Trial of a Time Lord, the series-long storyline that constituted Season 23 of Doctor Who. This story marked the final televised appearance of Colin Baker as the Sixth Doctor. After much controversy had surrounded the Sixth Doctor's era, the BBC decided to recast the Doctor the following year to start with a clean slate, ending Baker's tenure prematurely. As a result of Baker's removal from the role, the next episode would begin with the sudden regeneration of the Sixth Doctor into the Seventh Doctor. Colin Baker himself did not return to film his Doctor's regeneration scene.

In addition, this story marked the final appearances of the Inquisitor and the Valeyard as recurring characters, and a final appearance of Nicola Bryant as Peri Brown in a cameo to give her character closure under happier circumstances than what the events of Mindwarp had offered. This was also the last of the Master's annual appearances on the show that had started with 1981's The Keeper of Traken; he wouldn't appear again until Survival in Season 26.

Season 23's finale was the final story to which longtime scriptwriter Robert Holmes contributed. Midway through finishing part thirteen in April, Holmes entered hospital with a liver complaint. Sadly, Holmes never recovered and died in May. Holmes' illness forced script editor Eric Saward to finish the scripts. Unfortunately, this would cause the writing process to suffer many setbacks before entering production.

The sudden demise of Holmes served as the catalyst for a notorious fallout between Saward and then-executive producer John Nathan-Turner. Saward, now left without Holmes, had to complete the last episode by himself. Nathan-Turner, however, rejected his script, who felt Saward's proposed cliffhanger was presented in a way that would encourage Michael Grade, the BBC controller at the time, to make it into a series finale, after Grade had already tried to cancel the series altogether. The Doctor and the Valeyard would have tumbled through the Matrix, fighting to the death, with the battle's outcome left unknown, but with the assumption that they would be locked in eternal combat if no one intervened. Interestingly, a plot similar to this was depicted in 2015 for the Sixth Doctor's long-awaited regeneration story, AUDIO: The Brink of Death.

Though not the first time Saward had butted heads with Nathan-Turner over creative direction, his aggravation was enough this time that he chose to resign from his position, banning the use of his scripted ending in further dissent, effectively making this his last contribution to the televised series. The conclusion of the story ultimately fell in the hands of writing couple Pip & Jane Baker, who were left to figure out an ending of their own. They were prohibited access to the original script and given no bearing on how the story was meant to end, but still did what they could to wrap up the loose ends and encourage the continuation of the classic series a little longer.


Charged with genocide by the treacherous Valeyard at his trial, the Doctor receives help from an unlikely source to turn the tide of the High Council's rulings in his favour and reveal the Valeyard as a wrongdoer - the Master. For the Valeyard's own crimes are so atrocious, even the Doctor's archenemy will help him to ensure that the villain won't see the light of day again. Cornered, the Valeyard flees to the Matrix, where he can be the Doctor's judge, jury and executioner...


Part thirteen[]

The Sixth Doctor insists that the footage from the Matrix has been tampered with. The Inquisitor brings the Keeper of the Matrix to testify. He is adamant that the Matrix can be accessed only by senior Time Lords with appropriate keys. The Doctor maintains his innocence, accusing the Valeyard of manipulating the evidence to his own ends and that someone can make a duplicate key. The Valeyard denies any such interference and closes his case.

Meanwhile, two travel pods arrive on the station. They open to reveal Mel and Sabalom Glitz. They enter the court just in time to assist the Doctor's defence, saying they had been sent by someone unknown to help prove that the Doctor acted in good faith. This anonymous benefactor makes himself known, appearing on the viewscreen from inside the Matrix - it is the Master. He entered the Matrix with a duplicate key and has been watching the courtroom drama unfold but is, for some reason, unwilling to let the Valeyard win.

The Doctor questions Glitz about the secrets he was hoping to obtain from the sleepers. He learns those secrets were stolen from the Matrix. In retaliation, the Gallifreyan High Council moved Earth to hide the theft and prevent a rescue. The Doctor is outraged at the corruption of his own people, realising that he has been framed to prevent the truth from emerging. The Master adds that the Valeyard is an amalgamation of the Doctor's darker impulses from the future, falling somewhere between his twelfth and final incarnations. The High Council offered him the Doctor's remaining regenerations if he could convict the Doctor. The Inquisitor insists the trial consider all the evidence, but the Valeyard flees the court through a door into the Matrix.

The Doctor and Glitz follow through the door, finding themselves in a recreation of Victorian London created by the Valeyard. The Doctor is attacked by a hand from a rain barrel, but Glitz saves him and hands him a note from the Master which leads them to the Fantasy Factory. As they approach the building, Glitz is shot with a harpoon.

In the courtroom, the Master explains that the evidence presented throughout the trial was mostly correct, but with small errors designed to convict the Doctor. These included the death of Peri Brown, who actually survived to become Yrcanos' queen. He admits that the Valeyard would make an even more powerful enemy than the Doctor, but this way he could be rid of them both. He also insists that the High Council answer for what they have done and has allowed the people of Gallifrey to witness the court proceedings.

The Doctor and Glitz meet "Mr Popplewick".

Glitz, saved by his Mark 7 postidion life preserver, accompanies the Doctor to the Fantasy Factory, where they encounter an extremely officious bureaucrat named Mr. Popplewick. Deciding to go over his head and speak directly to the proprietor, they march into the next room, only to find an identical office with an even more evasive and infuriating duplicate of Mr Popplewick. Before letting them proceed further, Popplewick asks the Doctor to sign a document that promises his future incarnations to the Valeyard should he vanquish the Doctor, the High Council being less than trustworthy and unlikely to keep their promise. As the Doctor steps through the next door, he finds himself alone on a beach, where the Valeyard's voice taunts him and hands emerge from the sand to pull him beneath the surface...

Part fourteen[]

Glitz arrives as the Doctor is dragged under, only grabbing the orange spats around each of his shoes. He is amazed to see the Doctor rise out of the sand unharmed, after making a bad pun. The Doctor explains that the Matrix is unreal and that, with enough effort, he can deny the Valeyard's traps. The Valeyard appears, taunting the Doctor. He explains that he has to destroy the Doctor's good side to be free of all his positive traits. A cloud of nerve gas advances towards them, forcing the Doctor and Glitz to take refuge in a nearby beach hut that turns out to be the Master's TARDIS. The Master explains the Valeyard has to be stopped because he has none of the Doctor's morality, making him an even more evil being than himself, which vexes the Master. Lying that he wishes to help the Doctor, the Master tricks the Doctor into believing that he and Glitz are retrieving his TCE from elsewhere in the TARDIS but activates a function on his console that puts the Doctor into a catatonic state while Glitz and he hide in the corridor.

The Master's TARDIS materialises at the Fantasy Factory and the hypnotised Doctor is sent out as bait. When the Valeyard comes out to see what is happening, the Master shoots the Valeyard with his TCE, but the beams from his weapon bounce off. The Valeyard retaliates with explosive quills that force the Master to run away. Glitz is temporarily stunned by an explosion.

Mel arrives in the Matrix to help the Doctor. They return to the station to finish clearing his name. Mel gives evidence regarding the Vervoids, but it is not enough to prevent the Inquisitor from delivering a verdict of guilty on the charge of genocide. The Doctor accepts his death sentence with surprising calm.

This is not the real courtroom, but another Matrix fantasy. On the real station, Mel and the Inquisitor watch impotently as the Doctor is taken to what he believes to be his execution. Mel, unwilling to sit by meekly, steals the Keeper's key to enter the Matrix. She reaches the Doctor in time to save him, but he is well aware of the situation because the fake Mel had mentioned events she had not witnessed. The Doctor was hoping to encounter the Valeyard, so they head for the Fantasy Factory.

The Master, back in his TARDIS, tries to hypnotise Glitz into helping him but has to resort to bribery when the hypnotism fails. This proves just as effective. Glitz finds the Matrix tapes containing the secrets in Popplewick's office, while the Doctor locates a list of the courtroom judges written in his own handwriting. Glitz forces Popplewick at gunpoint to take them to the proprietor, J.J. Chambers, but is willing to trade the Doctor for the Matrix secrets, which he then gives to the Master.

The Doctor exposes Popplewick as the Valeyard in disguise, since his melodramatic nature was too obvious. He finds a laser aimed through the viewscreen into the courtroom, to kill all the judges on the list as a last resort. The Master reveals to the court that the High Council has been deposed by a revolt on Gallifrey and he intends to rule in their place. He loads the tapes of the secrets into his TARDIS console, but it is a fake which freezes the Master and Glitz in the Matrix.

Peri's life has been spared to enjoy a happy union with King Yrcanos.

Mel arrives in the courtroom in time to evacuate the judges, while the Doctor stops the laser firing at the cost of creating a massive feedback surge which strikes the Valeyard, allowing the Doctor to escape back to the station. The Inquisitor dissolves the trial and tells the Doctor about Peri's true fate on Krontep. She further suggests that the Doctor, for the third time, run for the vacant presidency on Gallifrey, but he declines, stating that she would be a better candidate. He suggests that, while the Master must be punished, leniency should be shown to Glitz as he can be reformed.

The Doctor is not looking forward to Mel's exercise regimens.

The Doctor and Mel depart in the TARDIS. She annoys him by mentioning carrot juice. The Doctor almost barrels off in the opposite direction once he learns she plans to make him exercise again, thinking he would have been better off taking the Presidency. However, he gives in to her whims when he remembers Mel has met him too early. He intends to return her to whence she came and wait to meet her in the original order.

The Valeyard lives...

Back in the courtroom, the Inquisitor leaves, and as she does so orders the Keeper to improve the security of the Matrix and repair it while removing the Master and Glitz. He is allowed to requisition anything necessary. The Keeper agrees but, as he turns away, he reveals himself to be the Valeyard in disguise. The Valeyard laughs...




Cultural references from real world[]

  • The Doctor compares the Valeyard to historical liars such as Ananias and Baron Münchhausen.
  • Glitz describes the Doctor as a "zombie" after the sensory overload.
  • The traditional song London Bridge Is Falling Down can be heard in the Matrix.
  • The Valeyard quotes Hamlet.
  • The Doctor quotes the character of Sydney Carton.
  • The Doctor has "never been able to resist a touch of the Grand Guignol".
  • Mel suggests that the Time Lords keep Glitz away from the crown jewels. But the Doctor tells her Gallifrey doesn't have any crown jewels.
  • The Valeyard uses the word "oaf".
  • The Master describes Glitz as the "archetypal philistine".

Time Lords[]


  • Glitz wears a mark seven postidion life preserver.
  • Some of the space station furniture is made of machonite.
  • The Master has his TARDIS inside the Matrix, disguised as a beach house and a statue of Queen Victoria.
  • A magnetron was used by the Time Lords to move the Earth.
  • Mel recognises a megabyte modem in the Valeyard's machinery.
  • In his TARDIS, the Master's is imprisoned in a limbo atrophier along with Glitz.


Story notes[]

  • This was Colin Baker's last appearance as the Doctor, though he was unaware of it at the time of filming. Baker was fired by the BBC. He was invited to come back for a final four-part story which would have ended in his regeneration, but he declined the offer as he did not wish to miss out on finding other work in the meantime. (Baker did offer to do the whole of Season 24 and have the Doctor regenerate at the end, but this was refused.) Ironically, Baker recorded a final four-part audio story almost 29 years later in 2015 with Big Finish Productions after being approached and asked to do so, in the anthology The Sixth Doctor: The Last Adventure. He would later express regret for not filming the four episodes, claiming he was being "selfish" and not "thinking about the fans".
  • Originally, Robert Holmes was to have written both episodes, but he was taken ill and died before he could do so. Script editor Eric Saward finished the second episode from Holmes's notes, but the original plan to end the story, and the 23rd season, on a cliffhanger leaving the battle between the Doctor and Valeyard unresolved, was rejected by John Nathan-Turner. As chronicled in the "making of" documentary included with the 2008 DVD release of the story, this led to a falling-out between Saward and Nathan-Turner, and Saward resigned his position as script editor. Nathan-Turner commissioned Pip and Jane Baker on short notice to compose a concluding episode.
  • This story was also known as Time Inc.
  • Part fourteen is the last episode of the original run of Doctor Who to air in a Saturday timeslot.
  • Geoffrey Hughes (Popplewick) is credited as "Mr. Popplewick" in Radio Times for part thirteen.
  • Part fourteen is around half an hour long; when editing was completed, it was discovered the episode had considerably overrun. Fortunately, John Nathan-Turner was able to gain permission for the series' slot to be extended by five minutes for the week of its transmission so most of the recorded material could be retained.
  • A brief clip of Peri is seen towards the story's conclusion when it is revealed that she has not in fact been killed but has escaped, to become the consort of King Yrcanos. According to commentary by Colin Baker on the 2008 DVD release, this conceit was the result of him idly asking a production team member if Peri had "really" died in Mindwarp, coupled with negative audience reaction to the character's apparent death. The same commentary also includes Nicola Bryant's generally unfavourable reaction as she watches the scene for the very first time.

I was very happy with my original exit – that is to say, I loved the shaved head, the mind transplant and Yrcanos blowing my body to smithereens. It was dramatic, poignant and shocking. So of course, I hated it when they retconned (I'm told this is the word!) my exit.Nicola Bryant, Vortex 23

  • At the very end, the Valeyard breaks the fourth wall by looking directly into the camera and laughing.
  • This is the last on-screen appearance of the Time Lords as a civilisation for twenty-three years. They would be perceived as killed off prior to the events of Series 1 of the revived series, in the aftermath of the Last Great Time War, apparently leaving the Doctor as the sole survivor. They returned four years later in The End of Time, and were later revealed to have been sent to a pocket universe at the end of the war in The Day of the Doctor, although they managed to leave and were found hiding billions of years into the future in Hell Bent.
  • This story features the final on-screen reference to the Sontarans until their next televised appearance in TV: The Sontaran Stratagem / The Poison Sky almost twenty-two years later.
  • This story marks the final use of the starfield-based title sequence designed by Sid Sutton, and of the "neon tubing" logo.
  • This story marks the last time in which the Doctor's face is included in the closing title sequence until TV: The Day of the Doctor roughly twenty-seven years later. It remains the last time in which it is done on a regular basis.
  • Lynda Bellingham would reprise her role as the Inquisitor nearly 20 years later in Big Finish's Gallifrey audio series. Her character is given the name Darkel and is a recurring antagonist of the first three series.
  • The first edit of the last episode ran to some 38 minutes; John Nathan-Turner managed to get permission to extend the running time to 30 minutes, but still had to make it up by cutting out large amounts of material featuring the Master and Glitz.
  • In Robert Holmes and Eric Saward's original conception, the first episode revealed that the Valeyard was in fact the Doctor's final incarnation. The finale then opened with the Master saving the Doctor from the quicksand while the Valeyard kidnapped Glitz. The Doctor encountered Popplewick again, who led him into a trap baited with an illusory Mel. Popplewick, too, was revealed as a construct of “JJ Chambers” — who, in turn, was unmasked as the Valeyard. While news reached the courtroom of the High Council's mass resignation, the Master warned that the Valeyard had materialised his TARDIS around a time vent in the Matrix. If the vent were to be opened for too long, there would be catastrophic ramifications for the space-time continuum. The Valeyard — shown to be a pitiable old man afraid of dying — planned to use this threat to force the Time Lords to grant him the Doctor's remaining regenerations. The Master revealed that he was hired by the High Council to murder the Doctor in exchange for a pardon, but had now decided not to follow through. The Doctor bluffed his way into the Valeyard's TARDIS just as the Valeyard opened the time vent door. Struggling, the Doctor and the Valeyard plunged into the time vent while the Master had Glitz seal the door, saving the universe but trapping the Doctor for all eternity.
  • Robert Holmes's original script for the first half involved the Doctor encountering the Duke of Clarence, who accuses him of being Jack the Ripper and tries to drown him at the episode's cliffhanger.
  • Colin Baker loved his last story, saying it was the sort of thing he'd always wanted to do.
  • Chris Clough described the trial content as "a dull motif, absolutely tired. We kept cutting back to this awful set with characters in ludicrous headgear - nobody could give a damn what was going on and it slowed up the stand-alone story you were trying to tell".
  • The quicksand scene was tricky. There was a four-foot pit below a rubber sheet and water. The climbing up from the pit scene was filmed backwards and Colin Baker had to say the bad joke backwards. It was done three times, so three costumes were required.
  • A pottery was chosen to fit in with the round buildings featured in the script for the first part, but nobody knew why they were important.
  • Geoffrey Hughes got up to a lot of wheeler-dealing, including sandwiches and trying to buy a watering can.
  • Pip and Jane Baker were fooled by Michael Jayston as Popplewick.
  • Colin Baker was sad that his last words as the Doctor were "Carrot juice, carrot juice, carrot juice..." but felt that it was bathetic and summed up life.


Numbers in brackets refer to the individual parts of this story.
  • Part thirteen (1) - 4.4 million viewers
  • Part fourteen (2) - 5.6 million viewers

Filming locations[]

  • Camber Sands, Camber, East Sussex
  • Gladstone Pottery Museum, Uttoxeter Road, Longton, Stoke-on-Trent
  • Rye Harbour Nature Reserve, Rye, East Sussex
  • BBC Television Centre (TC1), Shepherd's Bush, London

Production errors[]

If you'd like to talk about narrative problems with this story — like plot holes and things that seem to contradict other stories — please go to this episode's discontinuity discussion.
  • A great deal is made about the fact that Mr. Popplewick keeps a quill behind his ear, but the quill only appears when it is mentioned.


Home video and audio releases[]

VHS releases[]

  • The Ultimate Foe was released as Doctor Who: The Ultimate Foe.
  • It was released:
    • UK October 1993 (released with the other The Trial of a Time Lord stories in a TARDIS-shaped tin with a random picture of one of the (then) seven Doctors on the base)
    • US October 1993 (same as the UK release except packed in a cardboard box in honour of Doctor Who's 30th anniversary)
    • Australia October 1993

DVD release[]

DVD Contents

Blu-ray release[]

  • This story was released in the Season 23 Boxset on 3 October 2019.

Blu-ray contents

External links[]