The doctor hears Jo's screams and rushes off. Chinn stays behind and begins scheming to get rid of the UNIT interference.
The Doctor finds Jo unconscious with a humanoid Axon standing over her. she tells the Doctor and Brigadier what happened and the Axon says it must have been a hallucination caused by being near the ship's power source. The Doctor seems to accept this explanation.
Filer gets his gun free and starts shooting the tentacles. The Master instructs him to shoot a nearby ganglion that controls that section of Axos. Ge does and they are able to break free.
Chinn reports on the events to the Minister. He reports that he is having problems with UNIT and asks for Special Powers.
The Doctor tells Winser and Hardiman to wait on accepting the Axonite until they've analyzed it.
Filer and the Master are caught by the Axons. They take Filer to the replication center.
Chinn tells the Axons to give the British government sole distribution rights on Axonite. They agree, provided he distributes its worldwide, and give him a sample for analysis. After he leaves, the Axonites revert to amorphous blobs.
Chinn confronts the Brigadier, but Lethbridge-Stewart forces him to turn over the Axonite. However, when they leave Axos, they find the regular army has taken over the operation and arrested all of the UNIT men. Chinn takes the Axonite back and has Captain Harker imprison the Brigadier to prevent him contacting Geneva.
The Doctor wonders why Axos is foisting Axonite on them. He asks Jo to repeat her story, telling her he believed it all along. They talk about the tramp and Filer's car. They worry that Filer has also been killed. Jo wants to force Axos to let them search but Chinn refuses to allow it -- as far as he is concerned, 'the man has ceased to exist!"
Inside Axos, Filer is enveloped in swirling lights. He watches helplessly as a copy of himself appears.
Chinn has Jo imprisoned with UNIT but Winser gets him to let the Doctor help with their research.
The Axon talks to the Master, thanking him for briniging them to Earth as he promised. They must, however, activate their nutrition cycle within 72 hours and Axonite must encircle the world by then. The Master tells them this will only happen if the people of Earth find out about their deal with the British government. The Axon reminds him that their deal was for the death of the Doctor in exchange for his own life. But they confront him with the fact that the Doctor is also a Time Lord. After Filer is brought back, the Axon reminds the Master that no one is irepelacable.
The Doctor is brought to Winser's massive lab with its particle accelerator. inser explains that they are trying to accelerate particle beyond the speed of light to enable time travel.
In the center of Axos, a massive eye dangles from the ceiling. It instructs the Filer clone to find and bring back the Doctor.
The Doctor hints to Winser about his own experience of time travel, hoping to repair his TARDIS using the equipment. The arrogant Winser seems skeptical.
Filer wakes to find himself bound by claws again. This time, he slowly ease himself out of their clutch.
The Doctor and Winser begin to argue. The Doctor thinks that if they accelerate the Axonite in the accelerator, it will analyze itself, if what the Axons say about it is true. Winser doesn't want to risk his expensive equipment and suggests more mundane experiments, which frustrates the Doctor.
The Master tells Axos he knows Earth very well and he is the only one who can get Axonite distributed within 72 hours. Axos agrees but refuses to turn over the Master's TARDIS. It does agree to turn over his laser gun.
The Master hurries out. As he does, Axos realizes that Filer has escapesd and raises the alarm. The Master emerges from Axos and blasts down the soldier guarding the entrance. As he leaves, Filer also escapes.
Winser and the Doctor find that Axonite resists analysis. The Doctor suggests they use the nuclear reactor to power a particle accelerator in his TARDIS. Winser leaves to get permission.
The Master jumps from a bridge onto an army truck and hypnotizes the driver.
The Filer replica comes to the accelerator and tries to bring the Doctor back to Axos. The Doctor isn't fooled but the replica is immune to his Venusian akido. The real Filer arrives and the replica knocks the Doctor out. Filer shoots the replica to no effect. They begin to wrestle. The Doctor wakes up in the middle and the replica falls into the particle accelerator and is destroyed.
The Master has the hypnotized driver take the Doctor's TARDIS.
The Doctor and Filer fill Jo and the Brigadier in on Axos and the Master. Filer explains that Axos is just a scavenger and they must to stop Chinn. But they are interrupted by Harker who takes Filer's gun. He had the room bugged.
The Master goes to the radio operator, hypnotizes him and has him send a message to the UN explaining the situation.
The Doctor begins to experiment, leaving a recording for Winser. He puts the Axonite in the accelerator. He switches on the accelerator and pushes the particles past the speed of light.
Aboard Axos, there is chaos. Light blazes through as the Axons stumble around in confusion. The nutrition cycle has been activated early.
As alarm bells ring through the Nuton Complex, Harker goes in to check on the prisoners. They jump him. The Brigadier goes to UNIT HQ while sending Jo and Filer after the Doctor. They find him in the lab with the Axonite bubbling over, absorbing the entire output of the nuclear reactor and using it grow.
Winser arrives, enraged. He switches off the reactor and tries to open the accelerator. But he is killed and absorbed. The Doctor realizes that the ship, the Axons and Axonite are all one vast creature. He's prematurely activated it and the entire world is in danger.
Suddenly, three tentacled Axons break into the room and advance on them...