The comic begins with a brief explanation of what Time-Lords are/were and what the Time War. A young girl is shown with some robed Time-Lords in front of the Citadel reacting in fear to something before Gallifrey explodes (we see a view of Gallifrey from space showing it with two moons). The Citadel is depicted as we see it in The Sound of Drums.

Years later, the Tenth Doctor and Martha are in-between adventures. She has asked him to help her find “perfection”. We see flashbacks to the two visiting a malt shop in 1958 Wisconsin (sipping from two straws stuck into a whipped-cream with cherry-topped glass), strolling together on a beach at an alien resort called Costa Del Centauri VI (sipping from two straws stuck into another glass), and then we see them at some unidentified Mayan or Aztec location on ancient earth (sipping from two straws stuck into a wooden goblet as they avoid a sword-brandishing warrior; Martha is wearing an Indian headdress).

It turns out that Martha is having the Doctor help her find the perfect milkshake. The Doctor decides to try one last place. They arrive at a space station with what the Doctor feels is the galaxy’s best milk bar. The exact name of this place is unclear. There’s a sign saying Korova V.3 but this might be a brand of milk, and another character just refers to the place as The Milk Bar.

As Martha dreamily digs into a chocolate shake, the Doctor challenges a Gizou shape-shifter who is playing a videogame. The Gizou flees but is killed soon after by a laser whip. The Doctor and Martha investigate only to discover that the Gizou was killed by a Sycorax hunter who specializes in selling the last survivors of extinct races to be hunted as sport. In order to keep his business going following the actual extinction of these races, he “employs” Gizou against their will to impersonate these creatures (the one he killed apparently tried to escape). He knocks the Doctor unconscious, as he intends to add the last “Lord of Time” to his collection of rare species representatives kept in stasis, one of whom the Doctor recognizes as the last survivor of the Ventrassian System, which he saw destroyed when its sun expanded.

After using the sonic screwdriver to destroy the Sycorax’s sword and with the help of Martha neutralizing the collector’s other weapons, the Doctor learns that this particular Sycorax is himself the last of his people, specifically the Tribe of Astrophia, which died out during the Valhalla Wars of the 41st Century. (The Doctor also tells Martha that the Sycorax as a species will be one of three races to survive to the end of the universe; humans are another race (foreshadowing Utopia) and the third surviving race is not identified.)

Martha suggests selling the Sycorax off to the hunt, but the Doctor angrily admonishes her for suggesting it. Instead, the Doctor implants his sonic screwdriver into the ship’s console and programs the vessel to travel to an unnamed research planet where the prisoners will be released from stasis and given an opportunity to readjust to freedom. He escorts the Sycorax off the ship because he doesn’t expect the prisoners to be good company for their jailer. But a surge of greed (specially regarding the technology of the sonic screwdriver) makes the Sycorax run back into the ship, hoping to claim the Time Lord technology as his own. But the sonic screwdriver self-destructs and releases the prisoners and the Sycorax is left to his fate. Meanwhile, the Doctor and Martha head to modern-day London in order so that the Doctor can grow a new sonic screwdriver. But when they exit the TARDIS near the Houses of Parliament, the Doctor is shown raising his hands. “That’s not good,” he says. What did he see?

Time Placement: Obviously between Shakespeare Code and Utopia. Martha is wearing a black leather jacket in the story. If I had to make a guess I’d say middle-of-the-pack since Martha’s comfortable enough to convince the Doctor to go on her “perfect milkshake” quest — maybe during the undefined period surrounding Blink? In terms of chronological time, since the Sycorax covets Time Lord technology, that suggests he doesn’t have the ability to time travel, so this has to take place some time after the Valhalla Wars of the 41st Century that the Doctor mentions.

On the planet Kas, population 6 billion, an unexplained event occurs that suddenly reduces the population to one individual. "Why? Perhaps we'll discover later," says the narrator.

Meanwhile, it is the summer of 1974 in London and the Doctor and Martha have arrived in the midst of an outdoor art exhibition near the Houses of Parliament (the exact reason for the Doctor's shock at the end of Issue 1 is left unexplained). The exhibit consist of what appear to be sand sculptures of several popular British musicians. While they stop to admire the detailed work, a man in glasses, dressed in a hippie outfit, greets them and gives them an invitation to a formal exhibition of the artist's work - the artist is named Princess Hentopet. Unknown to the Doctor, this exchange is observed by a black cat.

The Doctor and Martha move on to Carnaby Street where Martha tries out the latest in 1974 fashions (and the Doctor, though initially stifling a yawn at her shopping spree, gets in on the act, too, briefly donning an outfit similar to that worn by the Third Doctor). Later, while riding an open-topped double-decker, the Doctor chides Martha for being more interested in "retro chic" shopping than travelling through the galaxies. Martha replies that it makes for a change from killer androids, Kolpasha satin markets and scarecrows. "It's great to be going somewhere normal," says Martha, which immediately puts the Doctor on edge as he sees such a statement as an invitation. (Meanwhile, the black cat which has been following them vanishes).

Moments later a gigantic cat made of sand (identical to the black cat but sandy and much larger) starts prowling down the street towards the bus. The Doctor and Martha pursue it, but the giant cat soon vanishes. The Doctor decides it's time to check out the sand sculpture exhibition.

Meanwhile, on a planet called Nyrruh 4 the population of 19 billion is going about its daily routine when suddenly, all but one vanish.

Back on earth, the Doctor and Martha arrive at Gallery 9 (followed by the normal-sized cat) and are immediately impressed by the detail of the sand sculptures inside, which include a mother and her child, a bobby, a ditch-digger, and a chef. The Doctor says the statues are too detailed to be realistically made of sand, and uses his sonic screwdriver to determine they're being held together by a forcefield beyond the scope of 1974 technology. The Doctor indicates that he's been aware of the cat following them all day and surmises that they've walked into a trap.

The hippie man from earlier arrives with an exotic-looking, bald-headed woman. The woman kneels to pet the cat and a link occurs between them. A beam of energy strikes Martha, turning her into a sand statue.

In a flashback, the man explains that he and the woman, Hentopet, originated in Ancient Egypt 4,000 years earlier. She is the daughter of a pharaoh who forbids her from consorting with her lover, a soldier he considers unworthy of her. In revenge, Hentopet prays to the cat-god Bast, asking him to protect her father against a supposed rebellion. Bast comes to life and attacks a group of men, providing a distraction as Hentopet follows through with her real plan to kill her father (with the "rebellion" story intended to provide scapegoats for the assassination). The killing is witnessed by the pharaoh's aide (the hippie man in 1974) who, out of loyalty, helps Hentopet escape.

As they leave, they are encountered by Bast, who reveals himself as Bubastion and a member of the Pantheon. Bubasion claims that, under the Shadow Proclamation (see "Rose") he had been assigned to oversee the "forward development" of planet Earth, but due to his being tricked by Hentopet into aiding in the assassination, has now been relieved of his duties. Bubastion curses Hentopet and the servant to live forever, and be forever linked with the "god".

As the flashback ends, the hippie tells the Doctor that Bubastion has remained silent since the curse began and they have no way of communicating with him. They started turning people into sand (including the well-known musicians seen earlier) as a temporary measure in order to attract the attention of someone able to help them, such as a Time Lord. The Doctor agrees to help, but Hentopet and the hippie are turned into sand statues by Bubastion.

After some coaxing, Burbastion agrees to speak to the Doctor, who asks him to free Martha (which he does - also freeing the other statues, too) in return for agreeing to take Burbastion home. Burbastion says that due to the Time War his sentence at home has been repealed, but he had no way of returning. He states that he has continued to keep the Egyptians under curse as punishment for the killing of the pharaoh.

With the Doctor and Martha briefly distracted by the freeing of the other statues -- except for the Egyptians -- Burbastion disappears. The Egyptians, instead of being freed, begin to disintegrate, as does the gallery around them. Before they finally die, however, the hippie warns the Doctor not to trust Burbastion.

Martha and the Doctor return to the TARDIS. The Doctor says the sonic screwdriver recorded the wavelengths of the forcefield used to hold the sand statues together. Using the TARDIS he is able to determine their next destination. "You're not gonna like it, Martha" and the TARDIS takes off, observed by Burbastion, who, after sending a message "home", dematerializes.

Epilogue: In an ornate building (location unknown), a man in a suit walks down a hallway, followed by two bald, orange-skinned bodyguards. The man in the suit (who looks human) excuses himself and enters an executive washroom. Inside is a holodeck-like environment where Bubastion and several other unidentified aliens are suspended (whether this is actually them or projections is unknown). The man in the suit announces that Burbastion has found "the agent we need" who he likens to a sacrificial lamb. He refers to the Doctor.

Time Placement: The reference to scarecrows places this story and the one preceding it as happening after The Family of Blood and before Utopia (but likely before they were stranded in 1969 in Blink as no reference to this is made).

Continuity Notes:

Martha was born in 1984 as she says 1974 is 10 years before she was born. Based upon the exhibition flyer, the story takes place sometime between July 8 and Sept. 5.

The reference to scarecrows places this story and the one preceding it as happening after The Family of Blood and before Utopia (but likely before they were stranded in 1969 in Blink as no reference to this is made).

There is a continuity error between the first and second issues. The first issue establishes that the Doctor chose to return to earth in order to allow time for a new sonic screwdriver to be grown. Yet in this issue he is already equipped with another one.

It's not explained why the Tenth Doctor would be the one to answer the call for help and not the contemporary Third or Fourth Doctors. This incident may have occurred at a time when those incarnations were off-world.

The Doctor once again states that he used to be fond of cats (a probable Sixth Doctor reference) but not so much anymore (likely a reference to Fear Her and New Earth).

The TARDIS is shown taking off vertically as it did in The Runaway Bride.

The Doctor talks about liking Scotland, a probable reference to David Tennant being Scottish.

The Doctor exhibits more knowledge of modern-day pop culture by referencing the musical groups Westlife, Take That and Il Divo.

As noted in the synopsis during their visit to Carnaby Street, the Doctor briefly dons an outfit similar to that worn by the Third Doctor.

Although none of the musicians turned to sand are identified by name, one of the statues closely resembles Rod Stewart.

Somewhere in space, the population of the aquatic planet Mere is suddenly reduced to a single individual.

Meanwhile, the Doctor parks the TARDIS in deep space, near the location of where a planetoid is about to form, ostensibly to test the TARDIS's exo-shell against extreme heat. The effect sends the TARDIS flying.

Elsewhere, it is New Year's Eve on the planet New Savannah in the star system Felinus, home to a humanoid race of intelligent cats (apparently the same race as Novice Hame). Tomorrow marks the first day of the year 5 billion, and on that day New Savannah is scheduled to come under the complete control of the Earth Empire. In an office tower belonging to Vedela Defense Systems a board meeting is underway, where the chairman - a Catkind - has just been ousted as part of the changeover of ownership to Earth and to "Mr. Wain". Moments later, an explosion rips through the board room. In the street far below, the TARDIS materializes soon after.

Still giddy from their experience with the planetoid, the Doctor and Martha emerge to see the devastation caused by the explosion. Martha immediately goes into Dr. Jones mode and begins looking for people to help.

Elsewhere, the man in the suit and his red-skinned bodyguards (last seen at the end of Issue 2) arrive in another part of the city. Martha recognizes Catkind and asks the Doctor if they're back on New Earth, but the Doctor says the skyline is wrong. A Catkind wearing a suit and tie approaches the Doctor and asks him to go to the top of the bombed building in case any humans are in need of help. Martha stays below to look after other wounded, and the Catkind in the suit, who identifies himself as Garrard Townsend, stays with her. She is unable to save the life of a female Catkind (who nonetheless blesses her on behalf of Jehovah and inexplicably knows her name). Moments later, she is arrested by a group of cat police and taken away.

Meanwhile, the human in the suit and his cronies arrive at a building where they are briefly held at gunpoint by a cat in an outfit similar to that worn by Hame and her fellow nurses in New Earth. The man identifies himself as Silas Wain and is taken to Bubastion, the god-like creature that encountered the Doctor in Issue 2. Elsewhere, on the planet Omphalos, the population of 17 billion is, like other worlds in this and the previous chapter, reduced to a single individual. This time, however, the survivor is not surprised; in fact, he's lived his whole life in preparation for the moment.

Back on New Savannah, the Doctor questions the purpose of the Vedela corporation and is told it creates defence barriers to protect the city from the wilderness outside. When the Doctor questions this, one of the Catkind emergency workers changes the subject. The Doctor discovers part of the boardroom that wasn't destroyed and uses his sonic screwdriver to discover traces of human DNA among the Catkind present at the time of the explosion, only the human had teleported out. Further questioning of the workers reveals that he had been tricked into leaving Martha alone with Garrard and he heads back to the ground.

Meanwhile, Martha is into her fourth hour of being interrogated by a Catkind police officer, and rebuffs the efforts of her appointed lawyer. The officer reveals that Martha has been taken into custody in part for her own protection, as threats had been received indicating "there will be trouble" at the time of changeover to Earth rule. The officer explains that 250 years earlier humans had arrived on New Savannah and influenced the Catkind to adopt human customs and language. In return, the Catkind agreed to cede their planet to the Earth Empire on the eve of the Earth year 5 billion. This led to a revolt among the Catkind and the faction that refused to agree to these terms was banished into the wilderness surrounding the city.

However it was learned that the human intervention actually saved the Catkind species, as it allowed them to survive the reduced resources of their planet, whereas those who entered the wilderness starved to death within months.

The Doctor arrives, and says the Vedela shield had been brought down and that "whatever is in the savannah" will try to destroy the Earth influence.

Garrard is revealed to be a member of an anti-human cult. At midnight, the deactivated shield allows two giant robotic cats to enter the city and they proceed to spread death and mayhem throughout. The Doctor and Martha track down Garrard and the Doctor persuades Garrard to take them to the leader of the cult -- Bubastion. Bubastion states that he is from another universe -- his catlike appearance is coincidentally similar to that of the Catkind, and the Doctor makes Garrard realize that he's been fooled and the cat-man flees. Bubastion then reveals that he knows the Doctor is the last of the Time-Lords and reveals that he has been participating in a series of tests, which he has passed.

The purpose of the tests is only explained with the words, "Something is coming." The Doctor and Martha leave Bubastion and witness Garrard giving his life to stop the giant robotic cats. "I'm going off cats," the Doctor says.

Continuity Notes:

A longstanding continuity issue in Doctor Who is addressed when the Doctor tells Martha that there are two Loch Ness Monsters -- "a big cyborg" (Terror of the Zygons) and "a mutated DNA experiement" (Timelash).

Martha makes reference to the events of New Earth and the race is the same as that of Novice Hame first seen in the episode New Earth and later Gridlock. The era is also roughly the same as that of The End of the World.

Continuity error: the Doctor knows Garrard's name even though he is not present when Garrard identifies himself.

Cover art: A female Catkind very similar in appearance to Novice Hame (New Earth and Gridlock) appears on the cover, but the character herself does not appear.