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{{Quote|Well, here we go again...|Brigadier Lethbridge-Stewart}}
{{title dab away}}
{{Infobox ClassicTV
{{real world}}
|image          = [[Image: Planetofthespiders_title.jpg |250px|The Doctor confronts the Great One]]
{{ImageLinkTV}}
|story name      = Planet of the Spiders
{{Infobox Story SMW
|series          = [[Doctor Who]] -<br/>[[List of Doctor Who television stories|TV Stories]]
|image          = Third Doctor Great One.jpg
|number         = [[Season 11]]
|series          =[[Doctor Who television stories|''Doctor Who'' television stories]]
|season number   = Season 11 (Doctor Who 1963)|
|season serial number = 5
|story number    = 74
|story number    = 74
|doctor          = [[Third Doctor]] (regenerates) <br> [[Fourth Doctor]] (introduction at end)
|doctor          = Third Doctor  
|companions      = [[Sarah Jane Smith]]<br/>[[Brigadier Lethbridge-Stewart]]<br/>[[Mike Yates|Captain Mike Yates]]<br/>[[Benton]]
|companions      = [[Sarah Jane Smith|Sarah]]
|enemy          = <ul><li>[[Great One]]</li><li>[[Lupton]]</li><li>[[Eight Legs]]</li>
|featuring      = Alistair Gordon Lethbridge-Stewart{{!}}The Brigadier
|year            = <ul><li>[[Earth]]; [[1970s]]</li><li>[[Metebelis III]]</li></ul>
|featuring2      = Mike Yates
|writer          = [[Robert Sloman]]
|featuring3      = K'anpo Rimpoche
|featuring4      = John Benton
|featuring5      = UNIT soldier (The Three Doctors){{!}}Hodges
|featuring6      = Fourth Doctor
|enemy          = [[The Great One (Planet of the Spiders)|The Great One]] of the [[Eight Legs]]
|setting        = [[England]], [[20th century]]<br/>[[Metebelis III]]
|writer          = Robert Sloman
|director        = [[Barry Letts]]
|director        = [[Barry Letts]]
|producer        = [[Barry Letts]]
|producer        = [[Barry Letts]]
|broadcast date  = [[4th May]] - [[8th June]] [[1974]]
|novelisation    = Doctor Who and the Planet of the Spiders (novelisation)
|format          = 6 25-minute episodes
|epcount = 6
|production code = [[List of production codes|ZZZ]]
|broadcast date  = 4 May - 8 June 1974
|previous story  = [[The Monster of Peladon]]
|network = BBC1
|next story      = [[Robot (TV story)|Robot]]
|format          = 6x25-minute episodes
}}
|serial production code = [[List of production codes|ZZZ]]
'''Planet of the Spiders''' was the fifth and final story of [[Season 11]]. It marked the final appearance of [[Jon Pertwee]] as the [[Third Doctor]] and the first appearance (uncredited) of [[Tom Baker]] as the [[Fourth Doctor]]. The character of [[Mike Yates]] also makes his final appearance.
|prev            = The Monster of Peladon (TV story)
|next           = Robot (TV story)
|clip            = Professor Clegg's psychokensis - Doctor Who Planet of the Spiders - BBC
|clip2          = Possessed by the Eight Legs - Doctor Who Planet of the Spiders - BBC
|clip3          = Third Doctor regenerates - Jon Pertwee to Tom Baker - BBC
|bts            = Exclusive First Look The Final Curtain Part 3 - Planet of the Spiders
|bts2            = Exclusive First Look The Final Curtain Part 2 - Planet of the Spiders
|thwr = 65
|thwr2 = 116|thwr3=175
}}{{You may|Planet of the Spiders (Fanboys)|n1=the serial as it exists within the DWU|Planet of the Spiders (book)|n2=or the in-universe novelisation}}
'''''Planet of the Spiders''''' was the fifth and final serial of [[Season 11 (Doctor Who 1963)|season 11]] of ''[[Doctor Who (TV series)|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 and audio adventures.


==Synopsis==
The story was the first to use the term [[regeneration]] to describe the biological process that caused [[Time Lord]]s 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.
The blue crystal that the Doctor took from [[Metebelis III]] in a [[The Green Death|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 realizes 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. What begins as innocuous research into ESP turns into a deadly mind battle, with the terrifying spiders from the planet Metebelis Three pitted against the Doctor, his friends and Time Lord Che-Jo.


At a Tibetan-style spiritual retreat deep in rural England, a clandestine circle of chanting brethren unknowingly call upon the evil powers of the Metebelis Spiders, whose quest for the perfect blue crystal leads them straight to the Doctor. He must travel to the alien planet to meet the Great One, merciless ruler of her spiders and human slaves, who plans to take over Earth.
Counting K'anpo's regeneration along with [[Third Doctor's regeneration|the Third Doctor's]], this is one of two of the Doctor's regeneration stories (the other being ''[[Twice Upon a Time (TV story)|Twice Upon a Time]]'') to feature a case of double regenerations and the only televised story where more than one Time Lord regenerates.


The future of the entire universe is in the Doctor's hands, but if he is to face the fear the Great One sees in his mind, then he must face the certainty of total destruction. Could this be the Time Lord's final death?
[[Barry Letts]] saw this story as a Buddhist parable - the Doctor must become a new man by destroying his ego.


==Plot==
== Synopsis ==
=== Episode One===
The [[Metebelis crystal|blue crystal]] that the Doctor took from [[Metebelis III]] in a [[The Green Death (TV story)|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 (Planet of the Spiders)|the Great One]] and save the universe.
[[Mike Yates|Somewhere in the English countryside, a bushy-haired young man is taking a relaxing walk. It is Captain Mike Yates -- recently drummed out of UNIT for betraying his superiors. ]]


[[Mike Yates|As he walks, the Doctor and the Brigadier are attending a show. A comedian with a thick accent is making bad jokes. The Brigadiers rolls his eyes at the Doctor, who looks embarrassed. The Brigadier comments to the Doctor that they are wasting their time. But when the announcer tells them the next act is an exotic dancer, his attention perks up. ]]
== Plot ==
=== Part one ===
In the English countryside, [[Mike Yates]], discharged from [[UNIT]] and recuperating at a rural [[Buddhism|Buddhist]] meditation centre, is having a casual stroll in the grounds when he hears a strange sound coming from the [[cellar]]. He secretly peers in and sees five men — [[Barnes (Planet of the Spiders)|Barnes]], [[Land (Planet of the Spiders)|Land]], [[Keaver]], [[Moss (Planet of the Spiders)|Moss]] and their leader [[Lupton]] — conducting some kind of unusual meditation. He sees a strange glow appear on the mandala they are all sitting around, and as he moves closer, he gets caught in a spider's web and unintentionally knocks a candle over but is able to run away before the group see him.


[[Mike Yates|Mike approaches a big country house. He walks in and hears some quiet chanting. Ever the operative, he sneaks down into the cellar to investigate. ]]
Meanwhile, [[Third Doctor|the Doctor]] is researching psychic energy, enlisting [[Alistair Gordon Lethbridge-Stewart|the Brigadier]] to accompany him to a theatre show to see Professor [[Herbert Clegg]], a clairvoyant.


[[Mike Yates|He sees five men sitting around an ornate Mandela, chanting the lotus chant and banging cymbals. He watches in quiet fascination as the chanting grows louder and more frantic. A blue glow appears on the Mandela. Mike leans forward to get a better look but touches a spider web, making him jerk back. He knocks over a candle, which rolls loudly down the stairs. The men stop chanting and look around suspiciously but Mike has vanished. ]]
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.


[[Mike Yates|The exotic Scheherazade has finished her act. The Doctor teases the Brigadier for his rapt attention; the Brigadier deflects it saying he should adapt some of her exercises for men. But before the Doctor can get in another quip, the next act is announced -- the mind-reader Professor Clegg. The Doctor eagerly sits up. This is what they came for. ]]
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 isn't actually a professor at all; 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 Clegg that his secret is safe: the secret that Clegg himself 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 he 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.


[[Mike Yates|The group of chanting men ask their middle-aged leader -- Lupton -- if they should try again but the mood is clearly lost. They think that it was only the wind that knocked down the candle until they hear a car drive off - the sports car belonging to their "new friend, Mr. Yates." ]]
Lupton is telling the monk [[Cho-Je]] that [[Sarah Jane Smith|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 doing so 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 centre 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 [[Mortimer station|station]].


[[Mike Yates|The next day, Clegg arrives at UNIT headquarters to met the Doctor. He thinks that the Brigadier wants him to perform his act for some regimental show. But the Doctor explains he is researching ESP and wants Clegg to help him. ]]
Sarah meets Yates at the train station and gets into his car before asking him what's going on. He then drives off.


[[Mike Yates|Clegg is a little embarrassed and the Brigadier asks him if his act was all a trick. Clegg admits to this and the Doctor speculates he was using a word code with his assistant. Clegg asks him if the secret of his act is safe the Doctor assures him that it is: he will never tell anyone that Clegg is a powerful clairvoyant. Clegg is alarmed but the Doctor points out he made some mistakes the night before -- giving answers before his assistant had spoken a word. ]]
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 (Planet of the Spiders)|Tommy]], who shows them a "pretty flower" — a daisy. Barnes tells Tommy 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's arm and asks the men if they'd like a cup of tea. A frustrated Barnes then roughly pushes Tommy, causing him to fall over, and they leave. Tommy is upset when he finds the flower has been squashed in the fall, and begins to cry.


[[Mike Yates|Clegg collapses into a chair, lamenting that he doesn't want this new power. He was happier just doing his act. The Doctor is sympathetic, asking if there have been any other power such as psychokenesis - moving objects with his mind. Clegg nods and the Doctor asks the actor to demonstrate his powers. ]]
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 the '[[Invasion of the Dinosaurs (TV story)|Golden Age mess]]', he wanted to sort himself out and, after hearing what meditation can do for the soul, decided to try it.


[[Mike Yates|Clegg reluctantly agrees and concentrates on a breakfast tray. To their astonishment, it rises and floats across the room. But Clegg can't keep it up and the tray falls to the ground with a clatter. ]]
Meanwhile, the group have started meditating again.


[[Mike Yates|The amazed Brigadier suggest that should be used in his act but Clegg thinks he would lose his sanity doing it. The Doctor reassures him, explaining that his powers are normal -- they are just dormant in most humans. Clegg incredulously asks if the Doctor can figure out why he's different and the Time Lord agrees to help all he can. ]]
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.


[[Mike Yates|Lupton speaks to a young monk named Cho-Je. He objects to the arrival of a female journalist but the Tibetan reassures him, explaining they can't just shut out the world. Lupton says that he came there for solitude but Cho-Je explains that he must learn to walk in solitude everywhere. Besides, Mike Yates has already left to pick her up. ]]
[[File:Sarah hands up tractor.jpg|thumb|A sudden appearance of a tractor.]]
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 full 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 [[the Doctor's sonic screwdriver|sonic screwdriver]] and the machine produces images of when the Doctor previously used it against the [[Drashig]]s.


[[Mike Yates|At the station, Sarah Jane Smith meets Mike and they hop into his sports car. They roar off into the countryside as the pretty dark-haired journalist pushes the reluctant ex-soldier for an explanation. ]]
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.


[[Mike Yates|Lupton explains to Barnes -- one of the men from the Mandela circle -- that of course it was Yates who was watching them. The men want to stop their experiments but Lupton insists they were on the verge of a breakthrough. ]]
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 gemstone; a blue jewel". 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.


[[Mike Yates|They are interrupted by the arrival of big lumbering man named Tommy. Tommy has the mind of a child -- he speaks simply and tries to show them a pretty flower. He then tries to drag them off to tea but they shove him to the ground, crushing the flower. He starts crying. ]]
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 — which bears a sign reading <small>MEDITATION ROOM / PLEASE BE QUIET</small> — 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 to 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 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. Sarah says she has hours yet, but Yates remarks she must have misread the timetable and drags her off. She's furious that, after all the fuss he made about this, he's now taking her away. Lupton watches them leave and believes they won't have any more troubles, seeing how scared Yates was, and tells Barnes they will carry on as usual.


[[Mike Yates|Sarah continues to taunt Mike, asking what he wants to show her. He fobs her off with a vague notion that she can write a story about the meditation center in the center of England. But her keen journalistic instincts are unsatisfied. She asks why he is there and he explains that he needed to sort himself out after the business with the dinosaurs. He saw an article about the Tibetan monks and decided to try it out. ]]
Yates then tells Sarah the man she spoke to was Lupton; therefore making her realise why Yates ended their conversation so abruptly. Yates [[Deduction|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 asks why they're running away. He tells her that they're not and that he only wants Lupton to think that they're leaving. They then climb over the wall.


[[Mike Yates|In the basement, Lupton's men are once again chanting around the Mandela. ]]
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.


[[Mike Yates|Mike has now told Sarah about the events of the previous night. She suggest that they are doing just doing some extra meditation, but Mike wonders why they would be so secretive about it. He thinks they are tapping some unholy power -- which would concern UNIT. With a laugh, Sarah realizes why he called her. ]]
Sarah and Yates climb through a window to get back into the centre, but they are spotted by a curious Tommy. They tell him they're playing a game and 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 happily. They sneak into the cellar and hide. The group come down shortly afterwards and start meditating again.


[[Mike Yates|The chanting grows in power, Lupton's voice becoming fierce in concentration. ]]
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.


[[Mike Yates|As Sarah agrees to act as a go-between with the Brigadier, they suddenly see a tractor in the middle of the road. Mike violently swerves to avoid it, then looks back to see an empty road. Sarah is now convinced something dangerous is going on. ]]
Sarah and Yates watch as the group continue meditating and summon a giant [[spider]] into existence...


[[Mike Yates|The Doctor connects Clegg to a machine that monitors brainwaves. He asks the Brigadier for an object and the soldier hands him a pocket watch. As the Doctor watches an oscilloscope, Clegg contemplates the shiny object. ]]
=== Part two ===
The men are alarmed at the sight of the giant spider. Keaver 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.


[[Mike Yates|Clegg drifts out as he begins a psychic reading of the watch. It is 11 years old. Given to the Brigadier in a hotel by the sea in Brighton. From a young lady named Doris in appreciation for . . . but The Brigadier looks uncomfortable and grabs the watch back before more can be revealed. The Doctor taunts him that maybe too much has already been said. ]]
Back at UNIT, the Brigadier is curious as to how 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.


[[Mike Yates|The Doctor then connects Clegg to an IRIS machine that will make pictures from his thoughts. He hands him the sonic screwdriver. Drashigs appear on the monitor with scenes of the Doctor using the screwdriver to create explosions and drive them off. ]]
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.


[[Mike Yates|Sarah has now arrived at the monastery and is interviewing Cho-Je. He explains that he wants men to face their fears and find their true self. He will see the true mind -- which is no mind. The old man will die and the new man will discover to his inexpressible joy that he has never existed! Sarah asks if exploring the subconscious is dangerous, if it can turn up nasty thing. Cho-Je explains that their way uses the power to help. But he must end the interview to meditate. ]]
The Doctor decides that he should look into the crystal himself. Benton offers to do it first as the Doctor is not expendable; he replies that he’s already responsible for one man’s death but thanks Benton anyway.


[[Mike Yates|Mike then asks if the powers they are developing could be used for evil. Cho-Je reassures him that could never happen in his monastery. ]]
Sarah sneaks back out of the window, but Yates decides to stay behind so as to not arouse suspicion. 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; the light of a crystal.”


[[Mike Yates|Clegg is still upset by his visions. The Doctor asks abound bending forks but Benton arrives, see the IRIS machine and, not realizing the Brigadier is there, asks the Doctor if he is taking up hair-dressing. The Brigadier chides him and an abashed Benton explains that a package has arrived addressed to the Doctor, the Brigadier, Captain Yates or Sergeant Benton. When he explains that the package is from South America, the Doctor realizes it's from Jo Grant. ]]
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.


[[Mike Yates|The Doctor eagerly grabs it, but then hands it to Clegg. The Professor sees that it has come a long way -- not just from South America but from the star. It's not a meteorite, but something beautiful, a crystal. ]]
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. Yates gives Tommy his necklace to try and distract him, but he merely repeats himself before wandering off. Lupton then appears and repeats Tommy’s instructions.


[[Mike Yates|The Doctor and the Brigadier realize it is the blue crystal from Metabilis 3. He opens it up and holds up the sparkling blue gem. ]]
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.
[[File:Crystal disappears in front of Sarah.jpg|thumb|Lupton teleports the crystal away.]]


[[Mike Yates|Sarah and Mike overhear some chanting in the monastery. They quietly peer in to see a group of men meditating to a tape of monastic chants. Sarah asks what they are meditating about and Mike explains they are not meditating "about" anything. They're supposed to be watching their tummies as they breath. Sarah jokes they are contemplating their belly buttons. ]]
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 fingertips 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 reappears in Lupton’s hand.


[[Mike Yates|They get ready to leave but are approached by Lupton and Barnes. Mike introduces them. Sarah is about to explain about the accident on the road, but Mike deflects her. When Lupton asks is they want to have some tea, Mike suddenly says Sarah Jane has to leave right away and drags the protesting girl off. Lupton delightedly watches as Mike guides Sarah to his car and drives away. ]]
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. The Doctor and the others discuss what to do and the policeman tries to get them to explain why they were speeding, but the Brigadier simply shrugs him off. Lupton then steals the gyrocopter and 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.


[[Mike Yates|Mike explains to Sarah who Lupton was. He speculates the Lupton created the hallucination of the tractor. Sarah asks why they are running away but Mike explains they will return later in secret. ]]
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, unintentionally running over a [[Tramp (Planet of the Spiders)|tramp]] in the process. The spider then says that it will get help from Metebelis III and tells Lupton to concentrate. The Doctor finally manages to board the speedboat — only to discover Lupton has vanished… 


[[Mike Yates|The Doctor reads a letter from Jo. She explains that they haven't found the mushroom Cliff is seeking. But they are having problems because the Indians don't like the crystal. So she's sent it back to whoever happens to be around. ]]
=== Part three ===
Lupton reappears 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 [[The Great One (Planet of the Spiders)|Great One's]] true plan: the conquest of Earth.


[[Mike Yates|Sarah and Mike sneak back into the monastery through a window but are caught by Tommy. He thinks they are playing a game and Sarah acts on this, saying it's a secret game and he shouldn't tell anyone about them. He spies her broach, comments on how pretty it is and she gives it to him. He wanders off, cooing over the pretty object. Mike taunts Sarah about her "shameless display of feminine wiles" which Sarah says is nonsense. ]]
The spider leaves Lupton to sleep and detaches from his body.


[[Mike Yates|They sneak into the basement and hide as Lupton and his followers arrive, brushing against numerous spider webs. The men begin their chanting and cymbal-crashing once again. ]]
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, Barnes realises they were telling the truth and tries to convince Lupton to abandon what he’s doing. However, Lupton 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 goes to a cupboard under the stairs where he often seeks solitude, and adds the crystal to his collection of "pretties", which he keeps in a shoebox.


[[Mike Yates|The Doctor is still reading the letter when Clegg begins to sense something. Suddenly, the lab starts shaking as fire glows deep inside the crystal. Objects fly all over the lab as the Doctor struggles to get the crystal out of Clegg's hands. When he does, the Professor slumps in his chair, stone dead. ]]
The spider then reappears 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.


[[Mike Yates|In the monastery, the chanting grows. Sarah and Mike watch in horror as a shape appears in a blaze of blue light in the center of the Mandela. It is a giant spider! ]]
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 has 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.
.


===Episode Two===
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. Sarah 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.
Sarah Jane and Mike Yates are investigating the mysterious events at monastery in rural England. They watch as a group of men, led by the enigmatic Lupton, chant around a Mandela. And amidst a bright blue glow, a giant spider materializes.


One of the men tries to run but the spider blasts him down with a flash of blue lightning. Lupton tries to banish it but it speaks to him! It promises to give him the power he seeks. It instructs him to turn around and then, to everyone's horror, leaps on his back. It disappears and Lupton turns around with a strange smile on his face.
Sarah hides while Lupton rolls out the mandala, sits next to it 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 important. Moss then appears and says he can’t find Lupton but Tommy shouts "Lupton in the cellar! Sarah Jane Smith! In the cellar!" The Doctor asks to see the cellar and Yates shows him the way. Sarah watches as Lupton continues chanting; he then disappears. Sarah steps onto the mandala and finds she can’t move. The Doctor and Yates run over to Sarah, but she also disappears and finds herself on Metebelis III, where she spots Lupton in the distance. Suddenly, someone grabs her from behind.


The police have removed Clegg's body from the lab. The Brigadier asks what Clegg died from -- was it the crystal? The Doc realizes that Clegg was connected to the IRIS machine when he died. Perhaps it recorded his thoughts. He switches it on and watches as spiders appear on the screen.
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. However, the Doctor says that the planet’s co-ordinates are programmed into the system, but he’ll leave the actual landing place to the TARDIS herself. Yates smiles and comments that the Doctor speaks of the TARDIS as if it was alive and he replies "Yes. Yes, I do. Don’t I?"


Lupton's unconscious colleague is carried away. They ask him where the spider has gone but he doesn't answer, telling them to go back to their rooms and not talk to anyone. Barnes asks if he's all right and Lupton replies that he's never felt better.
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 Sarah is a spy, as only a person of this sort would use the "forbidden word". Tuar tries tries to throw Sarah off the cliff, but his brother, [[Arak (Planet of the Spiders)|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. The sound of trumpets then fills the air, 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 Doctor switches off the IRIS and decides to look into the crystal for himself. The Brigadier worries about the danger and Benton suggests he try first, since he's expendable. But the Doctor doesn't want to risk the Sergeant's life now that Clegg has been killed.
The Queen and her guards then arrive. The [[Guard Captain (Planet of the Spiders)|Guard Captain]] demands that the "Two Leg" Arak ("Two Leg" being the Eight Legs' term for a human) present himself, due to having previously attacked a field guard and leaving him to die — saying that if he doesn’t, one male Two Leg will be taken from each family in his place. Arak wants to go, but Sabor suggests that he speak to the Queen as he believes she will listen to him. Sabor tries to plead with the Queen, saying that the guard was cruel and heartless, and 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. Sarah surrenders herself to prevent Arak being discovered.


Mike helps Sarah out a window and urges her to tell UNIT what's going on. She realizes she doesn't really know what's going on, but Mike tells her to just tell them what she saw. He will try to speak to the abbot.
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...


But then he sees Barnes and Lupton in the hallway. Barnes asks if the spider is a demon and Lupton assures him it isn't. He explains that the spider is still there and that, if he concentrates, he can hear it speaking in his mind. The spider tells him that Barnes is stupid -- he should be sent away. Lupton tells Barnes the spider has said he looks tired and should get some sleep. Barnes worries that he won't be able to sleep after what he's seen.
=== Part four ===
The Guard Captain notices that Sarah has gone. They leave, but take Sabor with them.


Lupton is about to head to his room but the spider stops him. She can feel the crystal. She explains that she has come to get a crystal -- one that will give them immense power. She tells him to concentrate and he sees a man staring into the blue light of a crystal.
At the meditation centre, Yates watches as Land, Moss and Keaver go into Barnes's room and hang a <small>DO NOT DISTURB</small> sign on the door. Yates cautiously approaches the door and tries to listen.


He is seeing the Doctor staring into the Metabilis crystal in a rapture. The Brigadier calls out to him, but the Doctor is unresponsive. Benton arrives with coffee as the Brigadier calls the Medical Officer (a certain Lt. Sullivan). But even as he calls the MO, the Doctor begins speaking, revived by the smell of Benton's coffee.
Tuar believes the Doctor is dead but Sarah sees him moving and Tuar realises he is alive.


Before Benton can explain how he makes his coffee, the Brigadier asks about the spiders. The Doctor instead launches into a story about his youth. He tells them that when he was a young man, a hermit lived in a mountain behind his house. He spent some of the best hours of his life with the hermit. It was there he first learned to look into his own mind. And when he looked into the crystal, all he could see was the face of his old teacher.
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 <small>DO NOT DISTURB</small> sign, demanding to know "Can't you read?!" Tommy tells Barnes he’s learning to read from a book his mum gave him. Barnes promptly slams the door and Tommy tries to read the sign, but finds he can’t and decides to do some reading. Yates then emerges from his hiding place and goes back to the door.


Yates goes to talk to the abbot K'anpo, but is stopped by Tommy. He threatens to hit Mike if he bothers K'anpo. He notices a necklace Mike is wearing and Mike gives it to him. Tommy, delighted, goes away with one last order for Mike to got bed. Yates waits, then starts heading back up the stairs. But he is stopped by Lupton, who tells him to heed Tommy's advice. Mike retreats beneath Lupton's confident gaze.
On Metebelis III, a bell rings which indicates 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 next morning, Sarah tells her story to the Doctor as he continues to examine the crystal. But the Time Lord is not really paying attention, concentrating on the crystal lattice, realizing that it reflects thought. But he suddenly realizes Sarah has gotten to the part of the story about the spiders. He eagerly asks her to repeat it.
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 and the reason for his visit. 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.


Lupton arrives at UNIT and speaks to a soldier working on the Whomobile. He asks about the Doctor and is pointed in the right direction. But the UNIT man then asks for a pass. Lupton responds with a bolt of blue lightning that knocks him to the ground.
In his stair cupboard, 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.


Sarah gazes at the crystal as the Doctor explains where he got it. He tells her that it has strange properties -- it can affect the mind, clearing and amplifying it. She wonders if the giant spiders want it back but the Doctor explains there weren't any spider on Metabilis 3.
Arak remarks that the Eight Legs will keep Sabor alive for a little while meaning 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. Arak warns Sarah that the guards will kill her if they see her. She successfully makes it to the TARDIS and Arak admires her bravery but Tuar says she’s being foolish. 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. The Doctor asks for Sarah and they reply that she's not there but give him the device. He holds it and it begins to make a loud sound and then there’s a flash of light from his fingers. He thanks them and is already sounding stronger.


Benton sees Lupton in the hall and tries to stop him. But Lupton knocks him out with another bolt of lightning.
Tommy goes into the meditation centre's library and looks at one of the books, which is a collection of poetry. He finds he can read it easily, and reads aloud the opening verse of a poem, "[[The Tyger]]" by [[William Blake]]; he calls this "pretty", then corrects himself to "beautiful". Tommy then takes several more books.


The Doctor realizes that the spiders could be coming from a different time on Metabilis 3. As he speaks, Lupton peers in and sees the crystal. The spider tells him to concentrate.
Meanwhile, Sarah is thrown into a cell where Sabor has already been cocooned.


As Sarah muses on how calmly they can discuss such outrageous things, the crystal vanishes. It appears in Lupton's hand, who knocks out the recovering Benton again and runs out of the building.
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.


The Doctor and Sarah find Benton in the hall and he explains what happened. Lupton exits the building and sees the Brigadier. As the Brigadier opens fire, he races across the lot and finally jumps into the Doctor's car and races off. Benton starts up Bessie and they all jump in to give chase.
Dawn breaks on Metebelis III and the Doctor is fully recovered. He cheerfully wakes the others.


They drive the Doctor over to a tiny helicopter and then begin a long chase after the Whomobile. The Doctor directs the chase from the copter. They race past a policeman who roars after them.
Sarah wakes up to find she’s also been cocooned. Sabor tells her she’s a prisoner and there’s no point in struggling. Sarah asks Sabor what will happen to them and, he remarks that the Eight Legs usually eat the sheep that they breed for them — but they prefer humans.


They finally track down the Whomobile, only to find it empty. The constable tries to get an explanation while Lupton watches from hiding. The spider urges him to steal the helicopter. He doesn't know how to fly it, but she insists they can figure it out. He breaks cover, jumps into he helicopter and takes off. The Doctor and Sarah pile into the Whomobile, which launches into the air in pursuit.
The Doctor praises the mutton broth that Arak made for him, curious that they have sheep there. 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 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 all right 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.


The constable tries to report in, decides no one will believe him and instead reports in sick.
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 the blue crystals in the mountain gradually made them grow larger and smarter. By the time the humans discovered them, it was too late.


Sarah spots Lupton's helicopter and they pursue him until he runs out of fuel. The spider makes him land and he then steals a motorboat. The Doctor and Sarah reach the shore as he leaves and the Time Lord jumps into a hovercraft. He cuts across the land, racing over a vagrant and closes the gap.
Arak says that the spiders have 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".


The spider is frustrated and tells Lupton to concentrate. The Doctor closes in and makes a bold leap into the motorboat. But Lupton has vanished into thin air!
Yates wakes up to find that his hands are tied and that he’s been gagged.


===Episode Three===
The Doctor is checking each stone against the device, remarking to Rega that the crystals can't be the only mineral on Metebelis III with an unusual structure and that he’s trying to find a stone that can absorb the spider’s attacks. Eventually he finds a suitable one. He then sets off for the mountain, telling Arak and the others to follow him as soon as they can.
The Doctor, after a long chase, has just managed to capture Lupton, who has stolen the blue crystal of Metabilis 3. But even as the Doctor jumps on Lupton's boat, Lupton vanishes into thin air.


Tommy is walking down a hallway in the monastery when he sees Lupton materialize out of thin air. He spies the blue crystal and is fascinated. Cho-Je passed Lupton in the hallway with a contended grin.
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 mountain when the Guard Captain spots him and tries to blast him again; the Doctor blocks the blast 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, she groans in despair.


Exhausted but triumphant, Lupton stumbles into his room. The spider promises him the crystal will give him more power than he can imagine. But she cautions him to cloak his mind -- her sisters on Metabilis 3 will kill him if they know his thoughts.
=== 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.


A link forms between them and they can see the home of the spiders -- a council chamber filled with huge spiders sitting on blue benches. On a raised platform sits the biggest spider -- the queen. Lupton and his host report their success and they are told to hurry back. Lupton wants to know how he will be rewarded but the queen dismisses him as a "two leg". The queen says his reward will be to serve them in their conquest of the Earth -- the secret plan of "the Great One". At the sound of the name, all the spiders chant, "All Praise to the Great One". Shortly after, the power is exhausted and the link breaks.
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 the spiders arrived long after he left. The Doctor tells them that Arak is trying to rally members of other villages to attack the mountain, 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.


Lupton is almost dead and opens the window for some fresh air. The spider advises him to rest and regain his strength and he collapses into bed. She then reappears on his back and scuttles off.
Neska and Rega share a tearful goodbye with Arak and the others before they set off for the mountain.


The Doctor and Sarah arrive at the monastery and, with Mike, confront Cho-Je about what happened. Cho-Je calmly explains that he saw Lupton in the corridor at the precise time they claim they were chasing him -- so he couldn't have stolen the crystal. As they talk, both Barnes and the spider listen in.
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, intending 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 asks that the Queen release Sabor and listen to the Two Legs' grievances to which she agrees. Sarah asks the Queen what she wants her to do.


Barnes wakes up Lupton and explains the situation. He sees the crystal and realizes that the Doctor's story is true. He warns Lupton that they are in great danger, messing with things they don't understand. When Lupton tells him the spider has gone, Barnes pushes him to run away.
Barnes ungags Yates who then asks what they’re going to 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 they need five people to do it. Yates offers to help them, to try and also get Sarah back. Barnes agrees.


Lupton instead explains why he came to the monastery. He was a salesman but was fired after 25 years of service. As he talks Tommy peers in the open window and snatches the crystal.
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.


Lupton continues, telling Barnes that he came to the monastery to get power -- power to take over his old firm, the country, even the world. He'll make everyone else grovel. Barnes is appalled -- he just wanted to find peace of mine.
The Doctor hears Sarah’s voice coming from a nearby cave and follows it.


Tommy goes into a small cupboard under the stairs. He opens a chest and takes out a box filled with pretty trinkets. He happily puts the crystal in.
Tommy is now reading very fluidly, but realises he doesn’t understand the words and 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.


Lupton explains to Barnes that once he controls the crystal, he won't need the spiders anymore. But as he speaks, the spider returns and tells him Cho-Je is coming for him. Barnes can't hear the spider and she tells Lupton to send "this fool" away. Lupton gets him to leave.
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 that the voice he heard was just an illusion and he is now speaking to the Great One. She orders the Doctor to return the blue crystal that he stole, revealing it is the one last great crystal of power, and then humiliates him by forcing him to march in a circle like a toy tin soldier via her psychic power. The Doctor is too overcome with fear to face her and leaves.


The spider wants him to meet with the Doctor but Lupton refuses. She then twists his mind, creating tremendous pain. She mocks him for claiming he won't need the spiders anymore as he begs her to stop. She relents. But then he figures out what she did and turns it back on her. The spider writhes in agony as Lupton makes her grovel. Finally, he lets up and she admits he is much smarter than the two-legs on Metabilis 3. He boasts that he's smarter than most of them on Earth, too.
Barnes, Yates and the others have started meditating. The spider detects that the bridge has been opened and Lupton, realising what the group are doing, 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.


She agrees to avoid the Doctor and return to Metabilis. He's not sure he wants to go back and be a slave. She agrees that the queen is arrogant and confesses that she doesn't like the queen any more than Lupton Perhaps they can help each other when they return.
Tommy has explained everything to Cho-Je who is grateful to Tommy for telling him and 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?"


She then jumps on his back and returns to his mind. Lupton reaches for the crystal and realizes it has disappeared.
The Doctor emerges from the cave and continues looking for Sarah.


The Doctor pushes Cho-Je to let him see Lupton soon, but the monk delays, espousing a more philosophical outlook. Tommy looks in and beckons Sarah over. He wants to give her a present and she agrees to go with him. Cho-Je finally asks Mr. Moss to bring Lupton to them.
Cho-Je goes into the cellar and, horrified at what he's seeing, 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.


Lupton and Barnes can not figure out what has happened to the crystal. The spider then warns that the power is building and they will soon have to return to Metabilis 3. If the queen finds out they don't have the crystal, she will kill them. He decides they have no choice but to bluff.
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. The Doctor and Sarah then leave in the TARDIS.


Tommy takes Sarah to his cupboard. While he's inside, she spots Lupton talking to Barnes and Moss. Lupton instructs Moss to tell the Doctor he can't find him and goes to the basement. Sarah is eager to follow. Even as Tommy emerges with the crystal, she tells him to find Mike Yates and explain she's gone into the cellar. She is in such a hurry she doesn't see Tommy holding out the crystal to her.
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’s bodies. She asks if they're dead; Barnes replies that they're not, which he states is an unfortunate oversight and tries to blast them. The Doctor uses a stone to block his and the other men's attacks. Tommy then leads them out, taking a small hit himself and locks the men in the cellar. 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" and takes them to see K’anpo.


Sarah sneaks down into the basement and watches as Lupton spreads out the Mandela and begins to chant.
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.


The Doctor is pacing Cho-Je's room when Tommy arrives and tries to tell them where Sarah has gone. They don't pay attention until Moss returns, telling them Lupton can't be found. Tommy finally gets them to understand and they hurry off to the basement.
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 with energy from their fingertips…


Lupton's chanting grows. A blue light envelopes him and he vanishes. Sarah, astonished, steps forward onto the Mandela as Mike and the Doctor arrive. They push past Barnes at the cellar door but can only watch in astonishment as Sarah vanishes.
=== Part six ===
As the men emerge from the cellar, Barnes says they need to separate and find the crystal. Moss declares he doesn't want any further part in it and tries to run but his spider mentally stops him. Keaver is unsure of what they should do when Land closes his eyes and says he can see the crystal. The spiders tell the men to concentrate. They sense its presence and set off after it.


Sarah finds herself in a barren wasteland. She looks around and see Lupton walking toward the cliff. But she is grabbed from behind before she can follow.
The Doctor has finished telling K'anpo his story. The Abbot suggests that maybe the spiders should be allowed to have the crystal but the Doctor says that once they have it, nothing will stop them taking over Earth; Sarah adds "or even the universe itself" to which the Doctor agrees and wishes he knew where the crystal was. K'anpo then reveals it in his hand, having been given it by Tommy. Sarah then demands that he give her the crystal and begins speaking in a different voice. The Doctor can't understand what's wrong with her and she blasts him. K'anpo tells the Doctor to see through his eyes and they spot that the Queen is on Sarah's back, which explains how she and the Doctor escaped so easily.


When Mike and the Doctor emerge from the cellar, Barnes is gone. The Doctor decides to follow Sarah to Metabilis 3 in the TARDIS. Mike is skeptical that he can make it but the Doctor tells him he fixed the coordinates on his last visit. Mike then asks how he will know where on the planet to find Sarah and the Doctor can only reply that he trusts the TARDIS to find her. Mike laughs that the Doctor talks about the TARDIS as though it were alive. "Yes, I do, don't I?" answers the Time Lord cryptically.
The Doctor and K'anpo try to get Sarah to resist against the Queen's power, but the Queen is too strong. The Doctor gets Sarah to focus on the crystal and the Queen tries to resist, but ultimately Sarah is freed. The Queen then falls off her back and disappears.


Sarah is brought into a village. Her captor - Tuar -- thinks she is a spy but an old man named Sabor persuades them to let her go. Sarah explains to a woman named Rega that she's not a spy. Who would she be spying for -- the spiders?
Tommy is surprisingly resisting the men's attacks to which Barnes comments that they're not getting anywhere. The spiders agree and decide they need more power. The men stand in a circle, put their hands together and start chanting while Tommy curiously watches.


The word "spiders" frightens the villagers, who refer to the spiders as "eight-legs". Now convinced that she is a spy, they push her toward a cliff, but Tuar's brother Arak stops them. He points out that she's wearing strange clothes. Sarah then explains that she's from Earth and they ask if she came in a spaceship like their ancestors.
Sarah is horrified by what she's done, but the Doctor assures her that she did very well; K'anpo remarks "We are all apt to surrender ourselves to domination. Even the strongest of us." The Doctor realises K'anpo is talking about him. Sarah believes this means the Doctor has been taken over by the spiders as well but he says that K'anpo is talking about his greed. Specifically his greed for knowledge and understanding. Effectively saying that these events are all his fault; if he had never taken the crystal in the first place... He then shockingly realises where he knows K'anpo from, who then jokingly remarks that the Doctor was always a little slow on the uptake. The Abbot is his former mentor whom he saw in the crystal, a fellow renegade [[Time Lord]] now enjoying a peaceful life on Earth. Sarah asks if Cho-Je is a Time Lord too, and K'anpo replies "In a sense. But in another sense, he doesn't exist." This leaves both Sarah and the Doctor confused. K'anpo explains that Cho-Je is actually a projection of his own inner self.


Just then, a trumpet rings out. The villagers realize an eight-leg is coming and they hide Sarah.
Down in the cellar, Cho-Je has woken up and manages to wake Yates. They leave the cellar.


A group of human guards march in, carrying a pallet with the queen spider on it. They call out for Arak, for having attacked a guard. If he does not surrender, they will kill one man in each family. Before Arak can surrender, however, Sabor, who is his father, steps out. He first pleads that the guard was a cruel to the villagers, but the queen is unsympathetic. He then tells her he helped Arak flee and she decides he will go in Arak's place -- which Arak explains to Sarah means he will be eaten by the spiders. Rega runs out to him but the guards stun her with a staff fixed with a blue crystal.
The spiders in the council chamber are all humming and Lupton asks what's going on. His spider replies that they're sending power to their sisters on Earth. He asks about the crystal, but the spider tells him to be quiet.


But in the confusion, the queen spots Sarah leaning out of the door. The guards rush to arrest her and she steps out to keep them from catching Arak.
K'anpo briefly meditates and tells the Doctor and Sarah that the moment he has been waiting for is approaching; the "moment of truth" for both him and the Doctor who is unsure of what he is supposed to do. K'anpo asks him what he is most afraid of and he recalls his encounter with the Great One. He asks if there's another way and K'anpo sternly replies that there isn't. The Doctor concedes and K'anpo gives him the crystal. Sarah asks the Doctor what he's going to do and he replies that he's going to give it to the Great One. Sarah reminds him of what he said about the radiation levels in the cave, but the Doctor insists he has to go.


The Doctor brings the TARDIS to Metabilis 3 -- only to find he has appeared right in the center of the town square. They tell him to kneel before the queen and he does, asking her what they intend to do with Sarah. The queen instead asks him where he has come from. When he tells her he has come from Earth, she is quite agitated. She tells her guards to take him and a fight breaks out. In the confusion, the villagers hide Sarah. But one of the guards fires a lightning bolt out of his staff which knocks the Doctor down. He falls before the TARDIS as though he is dead.
The men have finished chanting and begin blasting Tommy again. He is initially resilient, but soon falls over. The Doctor hears the noise outside and K'anpo quickly takes his hand. Yates then jumps in front of Tommy and takes a huge blast which makes him collapse. Tommy runs over to him and this lets Barnes and the others through. Tommy quickly tries to stop the last of them, but is hit over the head. The men burst into the room and spot the Doctor holding the crystal, who then retreats to the back of the room and disappears. They try to blast him, but they hit K'anpo instead, who then collapses into his chair and Sarah rushes over to him. Barnes orders the men to go back to the cellar. The Doctor reappears in the cellar, quickly gets into the TARDIS and leaves just as the men enter.


===Part Four===
The Doctor arrives back on Metebelis III and is greeted by Arak and Tuar, who say their attack was a success thanks to him. He asks for their help in reaching the cave of the Great One. Arak remarks that there is more than one way in and shows him where to go.
As the guards struggle with the villagers, one suggests that the queen leave. He's never seen them so rebellious before. They notice that Sarah is gone, but decide the villagers are too restless to stay. They withdraw, taking Sabor with them.


Back on earth, Mike watches as Lupton's friends go into his room.
Tommy believes that Yates is dead, but Cho-Je says that he isn't quite yet and tells him to bring Yates to K'anpo.


The villagers return to their houses while Sarah kneels over the Doctor. The villagers are sure he is dead and want her to get in before curfew. But even as they try to drag her inside, she see the Doctor move. He is indeed alive and starts groaning.
The Doctor discovers that Arak and Tuar have led him to the Eight Legs' council chamber — meaning their attack failed and they have now been taken over. Lupton's spider mocks the idea of a bunch of Two Legs defeating them, remarking that their minds are no stronger than those of their sheep. It asks the Doctor why he's come back; he says it's to return the crystal and shows it to them. It demands that he hand it over, but he states that he will only return it to the Great One and asks if any of the council would dare challenge him for it. Lupton remarks he would and tries to take it, but the spider mentally stops him, saying that they dare not take it. The spider concedes defeat and allows the Doctor to leave. Lupton is positively outraged that he has lost his one chance of power because of a spider; the council taking offence to his use of the forbidden word. Lupton then tries to strike the spider, but it fires a blast that kills him.


Mike listens at the door to Lupton's friends. They are scared, wondering what's happened. The doorknobs starts turning and they fling it open to reveal not Mike, but Tommy. He's come to clean the room but couldn't read the "Do Not Disturb" sign on the door. They shove him out and Tommy tries to read the sign, then muses that he should do some reading. After he leaves, Mike emerges from hiding and returns his attention to the door.
Yates is waking up and K'anpo remarks that his compassion is what protected him from the spider's attacks; just as Tommy's innocence is what saved him. Yates then sits up, feeling much better. K'anpo then states that his old body has had it and dies. Sarah is shocked and Cho-Je remarks "Dear friends, please don't..." before he suddenly vanishes. K'anpo then takes on Cho-Je's appearance and completes his unfinished sentence: "Please don't concern yourselves. I am not dying, merely [[Regeneration|regenerating]]." Tommy addresses him as Cho-Je, but he replies that he is K'anpo. He then laughingly asks Sarah if she'll put this in her magazine, to which she smiles.


The Doctor has been taken into Arak's house. He is fading fast. Sarah holds his hand, keeping up hope.
The Doctor arrives back at the cave of the Great One. She asks if he has the crystal and he angrily replies that he wouldn't have come back if he hadn't. The Great One tells the Doctor to come forward and he then sees 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 Great One admits that she does not care for her subjects plan to invade Earth; knowing that one planet is nothing when her full power will allow her to take over the entire universe. The Doctor knows that such power cannot be contained and will destroy her, but she is too drunk on the thought of being the most powerful being in the universe and refuses to listen to him. She uses her psychic powers to move the crystal from the Doctor's hand to the crystalline web above her. With the crystal in place, the Great One briefly succeeds, before the web overloads (proving the Doctor right) and destroys both her and the Eight Legs. This also frees all the humans possessed by them, both on Metebelis III and Earth. The Doctor receives a lethal dose of radiation from the cave and barely manages to escape to the TARDIS. The Crystal Mountain Complex then explodes.


The queen is brought into the council chamber and finds Lupton casually sitting in her place. She is outraged at his insolence but Lupton's spider challenges her right to rule. The queen wants them both killed but Lupton points out that they still need the crystal. The queen reminds them that it is the Great One who wants the crystal, but Lupton says she will have to wait until he's been rewarded. This blasphemy bothers the spiders but Lupton's spider stands by him.
Three weeks later, Sarah goes to UNIT HQ, but isn't entirely sure ''why'' she's gone there but the Brigadier knows it's to check to see if there's any news of the Doctor. The Brigadier is optimistic, remarking that this is not the first time the Doctor has been gone for a prolonged period of time, though Sarah is certain that they will never see him again. At that moment, the TARDIS materialises in front of them. The Doctor stumbles out, a weary look on his face, and 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]], but the TARDIS brought him home. The Doctor tries to take a step forward, but promptly collapses onto the floor. The Brigadier and Sarah quickly run to his side; the former gets a seat cushion to prop up his head, while the latter turns him over on his back. Sarah asks the weakened Doctor why he had to go back to Metebelis III, and he admits 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.


The queen tries another tack, telling them they were followed. The male is dead, but the female lives and is a danger to them. She suggests that until Sarah is captured, they should delay any discussion.
[[File:Third-doctor-regenerates.jpg|thumb|[[Third Doctor's regeneration|The Doctor regenerates]] into his [[Fourth Doctor|fourth incarnation]].]]
As Sarah closes the Doctor's eyes and weeps, a projected image of the regenerated K'anpo appears and assures Sarah and the Brigadier that the Doctor is not dead and he will regenerate and become a new man. They ask when the process will begin; K'anpo replies that "There is no time like the present" and gives the Doctor's cells a little "push" to start the regeneration. He then vanishes, telling them "Look after him." The Brigadier then quickly tries to get more information from K'anpo, only to find he's addressing thin air, but Sarah exclaims, "Look, Brigadier, look! I think it's starting!" The Brigadier raises an eyebrow and says "Well... here we go again." [[Third Doctor's regeneration|The face of the Third Doctor fades away and reforms into that of a younger man, with long, curly brown hair]]. The [[Fourth Doctor]] has arrived...


Tommy takes the blue crystal out of his box. He then picks up a children's book and tries to read it. But he struggles badly. But then he looks up and see the crystal glowing. It mesmerizes him and he slowly reaches out to them gem. When he touches it, he falls unconscious to the ground.
== Cast ==
* [[Third Doctor|Doctor Who]] - [[Jon Pertwee]]
* [[Sarah Jane Smith]] - [[Elisabeth Sladen]]
* [[Alistair Gordon Lethbridge-Stewart|Brigadier Lethbridge-Stewart]] - [[Nicholas Courtney]]
* [[Mike Yates]] - [[Richard Franklin]]
* [[John Benton|Sergeant Benton]] - [[John Levene]]
* [[Herbert Clegg|Professor Clegg]] - [[Cyril Shaps]]
* [[Lupton]] - [[John Dearth]]
* [[Barnes (Planet of the Spiders)|Barnes]] - [[Christopher Burgess]]
* [[Moss (Planet of the Spiders)|Moss]] - [[Terence Lodge]]
* [[Land (Planet of the Spiders)|Land]] - [[Carl Forgione]]
* [[Keaver]] - [[Andrew Staines (actor)|Andrew Staines]]
* [[Cho-Je]] - [[Kevin Lindsay]]
* [[Tommy (Planet of the Spiders)|Tommy]] - [[John Kane]]
* [[Policeman (Planet of the Spiders)|Policeman]] - [[Chubby Oates]]
* [[UNIT soldier (The Three Doctors)|Soldier]] - [[Pat Gorman]]
* [[Man with boat (Planet of the Spiders)|Man with boat]] - [[Terry Walsh]]
* [[Hopkins (Planet of the Spiders)|Hopkins]] - [[Michael Pinder]]
* [[Tramp (Planet of the Spiders)|Tramp]] - [[Stuart Fell]]
* [[Eight Legs|Spider Voices]] - [[Ysanne Churchman]], [[Kismet Delgado]], [[Maureen Morris]]
* [[Arak (Planet of the Spiders)|Arak]] - [[Gareth Hunt]]
* [[Sabor]] - [[Geoffrey Morris]]
* [[Neska]] - [[Jenny Laird]]
* [[Rega]] - [[Joanna Monro]]
* [[Tuar]] - [[Ralph Arliss]]
* [[Guard Captain (Planet of the Spiders)|Guard Captains]] - [[Walter Randall]], [[Max Faulkner]]
* [[K'anpo]] - [[George Cormack]]


Even as Sarah continues to stand vigil over the Doctor, Tommy wakes up and begins reading the book again. Suddenly, it is easy. With increasing alarm, he rapidly reads through page after page.
=== Uncredited cast ===
* [[Fourth Doctor|Doctor Who]] - [[Tom Baker]]
* Guards - [[Steven Ismay]], [[Leslie Bates]], [[Harry Fielder]], [[Dennis Plenty]], [[Roy Pearce]], [[Derek Hunt]], [[Geoffrey Witherick]], [[John Cash]]
* Stunt Guards - [[Alan Chuntz]], [[Stuart Fell]], [[Billie Horrigan]] (all [[DWM 314]])


Arak is raging against the spider tyrants and wondering if they should try a rescue. Tuar suggests they attack the spiders directly but Arak says it would be no use. Sarah explains that the Doctor could help them if he were healthy. The Doctor speaks and manages to ask her to get a machine out of the TARDIS. Sarah takes his key, determined to get it despite Arak's warnings.
== Crew ==
* [[Costumes]] - [[L. Rowland Warne]]
* [[Designer (crew)|Designer]] - [[Rochelle Selwyn]]
* [[Film Cameraman]] - [[Fred Hamilton]]
* [[Film sound|Film Sound]] - [[John Gatland]]
* [[Film Editor]] - [[Bob Rymer]]
* [[Film sound|Film Sound]] - [[John Gatland]]
* [[Incidental Music]] - [[Dudley Simpson]]
* [[Make-Up]] - [[Deanne Turner]]
* [[Production Unit Manager]] - [[George Gallaccio]]
* [[Script Editor]] - [[Terrance Dicks]]
* [[Special Sounds]] - [[Dick Mills]]
* [[Studio Lighting]] - [[Ralph Walton]]
* [[Studio Sound]] - [[John Holmes (sound designer)|John Holmes]]
* [[Theme Arrangement]] - [[Delia Derbyshire]]
* [[Doctor Who theme|Title Music]] - [[Ron Grainer]]
* [[Visual Effects]] - [[Bernard Wilkie]]


She goes into the square, evades the guards and enters the TARDIS. After a moment, she steps out with a leather satchel. But she is caught by Lupton, who taunts her that this is one story that will never be published.
=== Uncredited crew ===
* [[Producer]] - [[Barry Letts]] ([[DCOM]]: ''Planet of the Spiders'')
* [[Writer]] - [[Barry Letts]] ([[DCOM]]: ''Planet of the Spiders'')
* [[Grip]] - [[Jim Gomm]] ([[INFO]]: ''Planet of the Spiders'')
* [[Film cameraman|Film Camera Assistant]] - [[Ian Punter]] ([[INFO]]: ''Planet of the Spiders'')
* [[Visual effects assistant|Visual Effects Assistants]] - [[Ian Scoones]], [[Richard Conway]], [[Steve Bowman]], [[Mat Irvine]] ([[INFO]]: ''Planet of the Spiders'')
* [[Make-up assistant|Make-Up Assistant]] - [[Sheelagh Wells]] ([[INFO]]: ''Planet of the Spiders'')
* [[Vision mixer|Vision Mixer]] - [[Nick Lake]] ([[INFO]]: ''Planet of the Spiders'')
* [[Film sound|Film Sound]] Assistant - [[Frank Brown]] ([[INFO]]: ''Planet of the Spiders'')
* [[Film operatives manager|Film Operatives Manager]] - [[Hugh Wilson]] ([[INFO]]: ''Planet of the Spiders'')
* Film [[Props]] - [[Albert Crush]] ([[INFO]]: ''Planet of the Spiders'')
* [[Assistant floor manager|Assistant Floor Manager]] - [[Graeme Harper]] ([[INFO]]: ''Planet of the Spiders'')
* [[Grams operator|Grams Operator]] - [[Andrew Hunter]] ([[INFO]]: ''Planet of the Spiders'')
* [[Director's assistant|Director's Assistant]] - [[Heather Dunthorne]] ([[INFO]]: ''Planet of the Spiders'')
* [[Inlay operator|Inlay Operator]] - [[Dave Chapman]] ([[INFO]]: ''Planet of the Spiders'')
* [[Production manager|Production Assistant]] - [[Marion McDougall]] ([[INFO]]: ''Planet of the Spiders'')
* [[Floor assistant|Floor Assistant]] - [[Geoffrey Posner]] ([[INFO]]: ''Planet of the Spiders'')
* [[Technical manager|Technical Manager]] - [[Tommy Dawson]] ([[INFO]]: ''Planet of the Spiders'')


Arak wants to rescue her but his brother stops him, warning that the village might be wiped out if he's caught. He is frustrated that he can't act against the spiders. But then he spots Sarah's dropped bag. He quickly slips out and grabs it.
== Worldbuilding ==
=== Foods and beverages ===
* The Doctor likens Sergeant [[John Benton|Benton]]'s [[coffee]]-making skills to those of [[Elisabeth Pepys|Mrs Samuel Pepys]].
* [[Lupton]] offers [[Sarah Jane Smith|Sarah]] [[tea]].
* The Two-Legs give the Doctor a [[mutton]] [[broth]].
* Jo claims that the coffee in the Amazon is worse than UNIT tea.


They take out a strange device and give it to the Doctor. He flips a lever which starts a very loud noise and ends with a massive electric discharge. The Doctor, obviously much better, thanks them and falls into a natural healing sleep.
=== Individuals ===
* The Doctor mentions being taught in the ways of escapology by [[Harry Houdini]].
* The Brigadier phones [[Harry Sullivan|Sullivan]], the [[UNIT]] Medical Officer.


Tommy finds the library in the monastery. He pulls down a book and beings reading Blake's Tyger of Wrath. He calls it pretty -- then corrects himself to beautiful. He starts pulling down more books.
=== Media ===
* Sarah has worked for ''[[Metropolitan]]'' magazine.
* [[Tommy (Planet of the Spiders)|Tommy]] reads aloud from a copy of Ladybird Books' ''Going to School''.


Sarah is thrust into the spider larder. She sees Sabor trussed up in a web. She tries to run but the guards knock her out.
=== Psychic powers ===
* The Doctor is studying [[ESP]].
* [[Herbert Clegg]] shows the power of [[psychometry|psycholotry]].
* The Lupton group's incantation "[[om mani padme hum]]" summons the [[Eight Legs]] to [[Earth]].


Barnes and his friends are again deciding what to do. Mike knocks on the door and Barnes makes the others hide before admitting him. Mike explains that he wants to talk but a panicked Moss knocks him out.
=== References to real-world culture ===
* [[Tommy (Planet of the Spiders)|Tommy]] reads aloud the first verse of "[[The Tyger]]", a poem by [[William Blake]].
* A comedian who performs prior to Clegg references the [[Archimedes]] principle.
* The Doctor is familiar with [[Tibet]]an [[Tibetan (language)|language]] and customs.
* The Great One mockingly sings "[[Pop Goes The Weasel]]" to the Doctor in Sarah's voice. The Doctor later references the final lyric of the rhyme himself after he and Sarah are teleported back to the TARDIS' location.


Dawn breaks on Metabilis 3 with the ringing of bells. The Doctor sits up, bright and awake.
=== Technology ===
* The Doctor uses [[electroencephalography]] on Herbert Clegg.
* The Doctor uses an [[Image Reproduction Integrating System]] (IRIS).


Sarah also wakes and finds herself wrapped in web. Sabor explains that it is no good struggling -- she'll be eaten soon enough.
=== The Doctor ===
* The [[Third Doctor]] regenerates into the [[Fourth Doctor]].


The Doctor has breakfast in the village. Slowly, the villagers tell the Doctor their situation at the same time as Sabor tells Sarah.
== Story notes ==
* This is the first time the term "[[regeneration]]" is used on screen.
* This is the first time we see someone other than the Doctor regenerate, namely K'anpo Rimpoche.
* Though not credited, [[Barry Letts]] wrote this story with [[Robert Sloman]]. Therefore, this marks the only on-screen story in ''Doctor Who'' history to be written, produced 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.
* Unusually, the reprise at the beginning of part six features multiple scenes that were not shown in part five before it reaches the cliffhanger point. [[Barry Letts]] explains on the DVD commentary that the reason for this is because the scenes were originally shot for part five, but he felt the "special effects backgrounds didn't really work" so he chose to cut them. However, this meant part six was running short, therefore Letts had to re-insert the cut sequences into the episode's reprise in order to fit the required timeslot.
* This story features a large chase scene including [[Bessie]], the [[Whomobile]], a police car, a gyrocopter, a hovercraft and a boat. This was added by [[Barry Letts]] as a parting gift to [[Jon Pertwee]], who loved vehicles and chase sequences.
* [[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 (TV story)|The War Games]]'', this marked the first time since [[William Hartnell]] changed into [[Patrick Troughton]] in 1966's ''[[The Tenth Planet (TV story)|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]].
* Though [[Harry Sullivan]] does not make his on-screen debut until the [[Robot (TV story)|next story]], he is mentioned in this one. When the Doctor is in a trance staring at the crystal, the Brigadier phones the medical officer and addresses the person on the other end of the phone as "Sullivan".
* [[Terrance Dicks]] remarked in the DVD commentary that he wanted to make sure the Brigadier was present to witness the Doctor's regeneration so as to ensure there would not be a repeat of the events that occurred in ''[[Spearhead from Space (TV story)|Spearhead from Space]]'' where it took a considerable amount of effort for the Brigadier to be convinced that the Doctor had indeed changed his appearance.
* [[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) together with Ysanne Churchman and Kismet Delgado as "Spider Voices" for part three, 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 before transmission.
* The Brigadier's line "Well... here we go again" was an unscripted ad-lib by [[Nicholas Courtney]].
* Parts of this story were recorded at the same time as parts of ''[[Robot (TV story)|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|Elizabeth 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 (TV story)|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 [[Doctor Who and the Planet of the Spiders (novelisation)|novelisation]]).
* [[Barry Letts]] remarked in the [[DVD]] commentary that, in the scene where Clegg holds the sonic screwdriver and the images appear on the IRIS machine, he had originally considered using footage from ''[[The Green Death (TV story)|The Green Death]]'' but he ultimately decided to use the [[Drashig]]s from ''[[Carnival of Monsters (TV story)|Carnival of Monsters]]'' as he believed they would be scarier.
* In ''[[A History of the Universe (reference book)|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 {{wi|Flowers for Algernon}}, 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) was very new to television at the time of this story and had mainly worked in theatre where he often ad-libbed. When he was taking a taxi to the BBC Television Centre for his first day of filming he asked the driver if he could take him to "where they make those television programmes" (speaking like Tommy due to his impulse to ad-lib). He proceeded to tell the driver that he was "going to see [his] friend Doctor Who". The driver continued to ask Kane questions about his time with his 'friend', making Kane more and more anxious. When they arrived at Television Centre, the driver went out to speak to the security guard briefly who then called Kane over and told him that Doctor Who had left in his TARDIS and wasn't there, but would wave to him next time he was on TV. The driver offered to take Kane back, but he insisted on staying and then proceeded to tell the guard the truth after the driver had left. ([[DOC]]: ''[[John Kane Remembers Planet of the Spiders|John Kane Remembers...]]'')
* This is one of two regeneration stories without any scenes inside the TARDIS, the other being [[TV]]: ''[[The Night of the Doctor (TV story)|The Night of the Doctor]]''.
* This is the first of two ''Doctor Who'' stories to feature giant spiders, the other being ''[[Arachnids in the UK (TV story)|Arachnids in the UK]]'' released 44 years later.
* [[Elisabeth Sladen]] was [[Arachnophobia|arachnophobic]] and felt uncomfortable having the giant rubber spider prop attached to her back. [[Jon Pertwee]] helped to ease her fear by getting her to stroke one of the spider props. [[Robert Sloman]] was also arachnophobic.
* According to [[Matt Irvine]], the main spider was nicknamed "Boris" — despite the spiders in the story being female — after [[The Who]]'s song "[https://en.wikipedia.org/wiki/Boris_the_Spider Boris the Spider]".
* For the Great One, assistant [[Ian Scoones]] designed a five-foot spider with red eyes which appeared to breathe by means of an inflatable bladder. [[Barry Letts]] felt that this creation was too frightening, and instead opted to use the same prop which had been designed for the Queen Spider.
* [[Jon Pertwee]] had seen a hovercraft at a boat show at [[Earl's Court]] and wanted to use it.
* [[Robert Sloman]] wasn't very happy with this story, claiming he was "cleaned out" of ideas.
* In part two, the Brigadier originally referred to the UNIT medical officer as "Sweetman", a name retained for the novelisation; but this was amended to "Sullivan".
* To make [[Jon Pertwee]]'s final serial a special occasion, [[Barry Letts]] assembled a cast which largely consisted of his friends, together with guest performers from earlier ''Doctor Who'' stories with whom the series' star had enjoyed a good relationship. 
* While filming the chase scene, [[John Dearth]] barely avoided injury when the gyrocopter fell over and broke apart after escaping its moorings, and part of a rotor blade sliced into his jacket.
* The [[Third Doctor's regeneration]] was filmed live with [[Jon Pertwee]] and [[Tom Baker]] on the floor on opposite sides of the studio and the shots mixed in later.
* [[Nicholas Courtney]] and [[John Dearth]] had previously appeared in [[The Avengers (TV series)|''The Avengers'']] episode "Propellant 23". [[Barry Letts]] had previously appeared opposite [[Terence Lodge]] in the episode "The Wringer".
* In editing, [[Barry Letts]] found that episode three was too short. The cliffhanger was originally the Doctor's emergence from the TARDIS to be confronted by the guards, but material from episode four, up to the Doctor being shot, was pulled forward. However, this and other cuts then caused episode four to underrun. Again, a new cliffhanger was created by pilfering the intended opening of Episode Five: the credits would now roll after Sarah's realisation that the Doctor was also a prisoner, rather than after Lupton's command to kill the Doctor. However, this left episode five, which originally concluded with the Doctor and Sarah being surrounded in the monastery cellar, short by more than three minutes. To make matters worse, the early part of episode six did not contain a moment worthy of a cliffhanger. As such, Letts was forced to bring forward the scene of the attack on Tommy, with the awkward consequence that episode five's climax wasn't reprised until several minutes into episode six. Letts also compensated for the loss of material from the concluding instalment by adding a flashback to the Cave of Crystal sequence.
* The shoot was hit by delays, largely stemming from complex effects requirements, which caused overruns. At one point, filming had already continued half an hour past its allotted time, the studio electricians turned off the power, preventing an angry [[Barry Letts]] from finishing a small number of shots.
* The tractor conjured by the group intended to kill Sarah and Mike was originally a [[Cattle|cow]].
* In a [[1989]] interview with [[Terry Wogan]], [[Jon Pertwee]] revealed that he didn't have time to practice driving a hovercraft for the chase sequence. For the scene where the Doctor runs over a tramp, the wind caused Pertwee to accidentally run into the camera crew. On the second take, there wasn't any wind and the crew went behind the second camera — and Pertwee ran that over as well.
* The scene in the Doctor's lab towards the end of part one was created with a wind machine which provided the "wind" that battered through the lab. The cameras were stilted to create a defocused atmosphere and various props and set pieces were rigged and timed to collapse to the studio floor.
* The reality of his impending departure was a heavy blow to [[Jon Pertwee]]. He would spend time reading and answering fan mail instead of mingling with the cast and crew.
* [[Elisabeth Sladen]] suffered a slight case of [[arachnophobia]] and felt uncomfortable having the giant rubber spider prop attached to her back. [[Jon Pertwee]] helped to ease her fear by hetting her to stroke one of the spider props.
* A late script change came from [[Shaun Sutton]]. After reading the scripts, he was confused as to why Tommy was immune to the spider's power. An additional small scene was especially written which explained that Tommy's innocence is why the spider's power had no effect on him.
* Following [[Jon Pertwee]]'s last day, a party was held which included a [[cake]] of his face. [[Elisabeth Sladen]] had to leave early since she was needed required to record material at Wood Norton for ''[[Robot (TV story)|Robot]].''


It turns out that 433 years ago, an Earth colony ship crash-landed on Metabilis 3. The spiders were blown from the crash into a mountain with blue crystals. The crystals made the spiders larger and smarter. But the time they found out about the spiders, it was too late. They were subjugated by both the spider's fearsome mental powers and just plain fear. The spiders maintain a reign of terror -- having recently wiped out a village of 216 people because they were hoarding food.
=== 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


The Doctor asks the villagers to gather stones. He has a theory he wants to try out.
=== Myths ===
* [[Roger Delgado]]'s [[the Master|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 11 (Doctor Who 1963)|Season 11]]. During the filming of ''[[Frontier in Space (TV story)|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 storyline. ''Planet of the Spiders'' was a wholly different story, save perhaps for Barry Letts's 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]].
::''Robert Sloman had delivered scripts to Barry Letts two weeks before Delgado's death on [[18 June (people)|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.''


Mike wakes up on Earth, but finds he's been tied up.
=== 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]]


The Doctor begins to test stones with his machine. He explains that there may be a stone that will block the spider attacks. Finally, when he tests one gray stone, the machine rings out with a loud tone.
=== Production errors ===
{{discontinuity}}
* 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 one, when Sarah and Mike leave the railway station, the rear number plate of Mike's car is clearly black with silver characters; yet when they rush off from the lamasery towards the end of the episode, the rear plate is clearly different: a yellow background with black characters.
* In part two, when Lupton blasts Benton, the blast noticeably comes from beneath his outstretched hand rather than from his fingers.
* In part two, the guard 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 sitting stationary in the distance.
* When Tommy meets Sarah in part one, he refers to himself as "Tom". Yet when she sees him again in part three, she calls him "Tommy".
* In part four, when the Queen Spider is talking to Lupton and his spider, the base of the Queen's throne can be seen flexing up and down as the spider moves.
* In part four, when Tommy collapses after looking into the crystal, it is clearly 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.
* In the various long shots of Bessie during the car chase in part two, it is obvious that the footage has been sped up, as the Brigadier and Benton's movements become noticeably rapid and jerky.


Shortly after, he set off for the spider lair, the machine and a gray stone with him. As he ascends the mountain, Sarah tries to get out of her cocoon. Sabor is no help, telling her to give up -- they have no hope of any rescue.
== Continuity ==
* Jo Grant sends the Doctor a package containing the blue Metebelis crystal. ([[TV]]: ''[[The Green Death (TV story)|The Green Death]]'')
* Mike Yates tells Sarah he has come to the meditation centre because of the 'Golden Age mess' ([[TV]]: ''[[Invasion of the Dinosaurs (TV story)|Invasion of the Dinosaurs]]'')
* The Doctor previously mentioned the [[K'anpo Rimpoche|hermit]] who lived behind his house. ([[TV]]: ''[[The Time Monster (TV story)|The Time Monster]]'')
* When the Doctor explains the workings of the TARDIS to Mike, he says, "You speak as if it were alive," and the Doctor replies, "Yes. Yes, I do, don't I?" ([[TV]]: ''[[An Unearthly Child (TV story)|An Unearthly Child]]'', ''[[The Doctor's Wife (TV story)|The Doctor's Wife]]'', et al.) 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 (TV story)|The Time Monster]]'')
* [[PROSE]]: ''[[Interference - Book Two (novel)|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 (planet)|Dust]] when he is shot; the timeline returns to normal following the events of [[PROSE]]: ''[[The Ancestor Cell (novel)|The Ancestor Cell]]''.
* The [[Eight Legs]] returned in [[PROSE]]: ''[[The Eight Doctors (novel)|The Eight Doctors]]'', [[PROSE]]: ''[[Return of the Spiders (short story)|Return of the Spiders]]'', [[AUDIO]]: ''[[The Eight Truths (audio story)|The Eight Truths]]'' and [[AUDIO]]: ''[[Worldwide Web (audio story)|Worldwide Web]]''.
* The Fifth Doctor in the [[PROSE]]: ''[[Light at the End of the Tunnel (short story)|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 (novel)|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 Lethbridge-Stewart|Doris]]. ([[TV]]: ''[[Battlefield (TV story)|Battlefield]]'')
* K'anpo Rimpoche 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 (TV story)|Let's Kill Hitler]]'')
* In [[PROSE]]: ''[[Love and War (novel)|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. [[PROSE]]: ''[[Ancient Whispers (short story)|Ancient Whispers]]'' and ''[[The Loneliness of the Long-Distance Time Traveller (short story)|The Loneliness of the Long-Distance Time Traveller]]'' are set during this time.
* A [[Time Lord]]'s change of appearance is referred to as a "[[regeneration]]". ([[TV]]: ''[[The Deadly Assassin (TV story)|The Deadly Assassin]]'', ''[[Castrovalva (TV story)|Castrovalva]]'', ''[[The Five Doctors (TV story)|The Five Doctors]]'', et al.)
* When needing to boost a human's psychic powers, the [[Eleventh Doctor]] later returns to [[Metebelis III]] to retrieve another crystal. ([[TV]]: ''[[Hide (TV story)|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 (TV story)|The Invasion]]'', ''[[Spearhead from Space (TV story)|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 (TV story)|The Mutants]]'')


The Doctor enters the spider lair and a guard tries to shoot him with a staff. But he uses the machine to absorb the blast. The guards jumps on him, knocking the machine free. Before the Doctor can get it back, Lupton appears and orders the guards to kill the Doctor. But the chief guard stops them -- he has orders from the queen to arrest Lupton. They drag him off to the council. The Doctor casually tries to walk away but is stopped. In the larder, Sarah is delighted to see the Doctor -- until she sees the guards behind him.
== Home video and audio releases ==
=== DVD release ===
This story was released as ''Doctor Who: Planet of the Spiders''.


===Episode Five===
Released:
At the council, Lupton's spider tells him that the others know they don't have the crystal. They have traced its vibrations back to Earth. But Lupton is unflappable, telling them he never claimed it was on Metabilis 3 -- it's still hidden. And they still need his help if they want to invade Earth.
* Region 2: [[18 April (releases)|18 April]] [[2011 (releases)|2011]]
* Region 1: [[10 May (releases)|10 May]] 2011
* Region 4: [[2 June (releases)|2 June]] 2011


His spider points out that the queen has once again endangered the Great One's plan with her mistakes. She wonders if the queen is too old and perhaps another coronation is needed.
Special Features:
* Commentary by [[Elisabeth Sladen]] ([[Sarah Jane Smith]]), [[Nicholas Courtney]] ([[Alistair Gordon Lethbridge-Stewart|The Brigadier]]), [[Richard Franklin]] ([[Mike Yates]]), [[Barry Letts]] (producer & director) and [[Terrance Dicks]] (script editor)
* ''[[The Final Curtain (documentary)|The Final Curtain]]'' - A look back at the [[Third Doctor]]'s tenure with actors [[Jon Pertwee]] and Richard Franklin, producer/director Barry Letts, script editor Terrance Dicks, designer [[Rochelle Selwyn]], visual effects assistant [[Mat Irvine]] and actor and author [[Mark Gatiss]].
* ''[[John Kane Remembers Planet of the Spiders|John Kane Remembers...]]'' - [[John Kane]] played the gentle, slow-witted [[Tommy (Planet of the Spiders)|Tommy]], reborn through the power of the Metabilis crystal. Now an accomplished writer and series creator Kane looks back on his memories of the story.
* ''[[Directing Who with Barry Letts (documentary)|Directing Who with Barry Letts]]'' - Barry Letts is perhaps most famous as a producer of ''[[Doctor Who]]'', but he was also responsible for directing some of the show's best-loved stories. Barry looks back on his career as a director in this documentary.
* ''[[Now & Then: The Locations of Planet of the Spiders (documentary)|Now & Then]]'' - A trip back to some of the locations used during production of the story.
* ''Planet of the Spiders'' Omnibus Edition - The omnibus edit of the story, presented unrestored.
* Omnibus Trailer
* Photo Gallery - Includes unreleased incidental music from Part Two
* Production Subtitles
* ''[[Radio Times]]'' Listings (DVD-ROM only)
* Coming Soon - ''[[Mannequin Mania]]'' (referred to as ''Mannequin Madness'')


But the queen plays for time again -- telling them she will talk to the Great One and get her advice.
==== Notes ====
* This story was released in Region 2 on the same day the public was informed of Elisabeth Sladen's passing.
* On the Region 4 release, instead of 'The Jon Pertwee Years', it says 'The John Pertwee Years'.
* Some Region 2 releases have Jon Pertwee's name written in capital letters, while others don't.


The bound Doctor is fascinated with the experience -- thinking this must be what it's like to be a fly. He keeps up good spirits, joking about their situation. Sarah wonders why the spiders didn't take the crystal in the first place, but the Doctor reminds her that he visited long before the spiders arrived.
<gallery position="center" captionalign="center" hideaddbutton="true">
File:Dvd-planetspiders2.jpg|Region 2 cover
Planet of the spiders us dvd.jpg|Region 1 cover
PlanetoftheSpiders4.jpg|Region 4 cover
</gallery>


The Doctor then reveals that Arak is planning to attack. Sabor is appalled at this. But before the Doctor can explain about the stones, the guards return. They pull a knife on Sarah, but then just cut her free. As they drag her away, the Doctor calls out for her to stall the spiders.
=== 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 (TV story)|Spearhead from Space]]'', ''[[The Three Doctors (TV story)|The Three Doctors]]'' and ''[[The Green Death (TV story)|The Green Death]]'';
* in non-European iTunes stores (Australia, Canada and US) as a standalone season of ''Doctor Who: The Classic Series'';
* on [[Amazon (service)|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''.


Arak is preparing his attack. His mother tries to stop him but they are insistent. They put on head bands with the gray stones and call out "Death to the Eight-Legs!" which slowly turns into "Death to the Spiders!"
<gallery position="center" captionalign="center" hideaddbutton="true">
File:iTunes_Planet_of_the_Spiders_cover.jpg|''Planet of the Spiders'' iTunes cover
File:iTunes_Best_3_Doctor_Cover.jpg|''Best of Third Doctor'' collection iTunes cover
</gallery>


The Doctor, ignoring Sabor's negativism, starts to wriggle free, using a trick he learned from Harry Houdini (although it takes a long time for him to remember the name). He rushes after Sarah, promising to come back and rescue Sabor.
=== Video release ===
This story was released on VHS as per follows:


Sarah is brought before the queen, who sends the guard out and reassures the girl. She explains that she doesn't agree with the council's plans -- she thinks the invasion of Earth would be a mistake. She wants peace. She will help Sarah get back to Earth to get the crystal. Sarah asks about the villagers and the queen promises to let Sabor go and listen to the villagers' grievances. Sarah asks what she needs to do.
* Region 2: April 1991
* Region 4: September 1991
* Region 1: May 1994


Barnes releases Yates and asks him what they should do. Mike suggests they try to re-establish the link so Lupton can return. Barnes wonders why he wants to help and he points out that Sarah is gone as well. Barnes agrees to work with him.
<gallery position="center" captionalign="center" hideaddbutton="true">
Bbcvideo-772-uk-med.jpg|UK VHS cover
Bbcvideo-772-us.jpg|US VHS cover
Planet of the Spidersvhs.jpg|AUS VHS cover
</gallery>


Lupton and his spider whisper in the council chamber. He wants to go to Earth and get the crystal to open the path for invasion. But the other spiders want to hear the queen's plan first. They don't trust Lupton's spider -- especially now that she's allied with a two-leg. Lupton's spider then turns on him, telling him she is loyal to her sisters. When he tries to assert himself, the spiders blast him with pain. His head fills with their voices telling him "You will obey!" He finally agrees. Her loyalty to the council now established, Lupton's spider decides they will go ahead with their plans for invasion.
== External links ==
 
* {{bbcepguideclassic|planetofspiders/|Planet of the Spiders}}
The Doctor is wandering through the lair when he hears Sarah's voice. He hurries toward the sound.
* {{radiotimes|2010-03-27/planet-of-the-spiders|Planet of the Spiders}}
 
{{dwcast}}
Tommy is now reading some quite complex books on the nature of intelligence. He doesn't understand what has happened to him. He then decides to ask Yates about it.
{{dwrefguide|who_3z.htm|Planet of the Spiders}}
 
* {{briefhistory|serials/zzz.html|Planet of the Spiders}}
He opens the door and see Barnes and Yates agreeing to meet in the cellar. He retreats into the cupboard and thinks about all he's heard and seen -- Lupton's materialization in the hall, Sarah's disappearance. He finally decides to talk to Cho-Je. He hides the crystal and goes to see the monk.
* {{locguide|planetofthespiders|Planet of the Spiders}}
 
{{DWTV}}
The Doctor hurries through the blue tunnels, following Sarah's voice. But then a spider voice rings out and tells him to stop before he gets killed. He asks about Sarah and the voice cackles, then calls out to him with Sarah's voice again, singing "Pop Goes the Weasel" with the final line in his voice. He asks who it is and identifies herself as the Great One. She tells him that he will see her in good time -- but only when he brings back the crystal. She explains that it is the last perfect crystal of power. She has searched all time and space and must have it.
 
He refuses but she laughs at his pride. The Doctor winces in pain and starts marching around in circles as she cackles with insane glee. "Is that fear I feel in your mind? You're not accustomed to being frightened, are you Doctor? You are very wise to be afraid of me!" The insane spider then demands that he go and get the crystal, shrieking angrily at him that she must have it.
 
In the monastery the men chant over the Mandela. The spiders are also chanting, establishing contact. Their scouts are now ready. Lupton warns them to be careful and they agree to use secrecy. A spider goes to the center of the room and vanishes.
 
Barnes thinks it isn't working but Mike insists they keep trying. As they continue, a spider appears in a dark corner. More spiders vanish in the council chamber and appear in the corners of the cellar, surrounding the men.
 
Tommy explains events to Cho-Je. He says they should tell the abbot -- but only when they know what to tell him. He tells Tommy to get the crystal while he finds out "what these naughty chaps are about."
 
Tommy then asks Cho-Je why he's not surprised in his own change. Cho-Je simply replies that when everything is new, can anything be a surprise?
 
The Doctor finds his way through the blue caves, eager to find Sarah and escape.
 
Cho-Je bursts in on the men and tells them to stop. He warned them about this. But a spider scuttles out and strikes him down with a lightning bolt. They men try to run and Mike is struck down. Tommy appears and watches in horror as the spiders close in. He decides to go to K'anpo.
 
The Doctor finds Sarah. She takes his hands as they hear Arak and his men attacking. They vanish as Arak arrives and cuts Sabor free.
 
They appear in the village. The Doctor asks Sarah how she learned to do that and she explains that the queen taught her. Nesta comes out and Sarah explains that Arak's attack is succeeding. She then drags the Doctor into the TARDIS and they take off.
 
Lupton's friends are being taken over by spiders when the TARDIS materializes in the cellar. The Doctor and Sarah check the bodies of Cho-Je and Yates. Barnes tells them they are only alive from oversight. The men start firing blue bolts at the Doctor but he absorbs them with a dark crystal. Tommy then appears and tells them to run, taking the lightning bolts attack with little effect.
 
They lock the door as the men pound on it from the other side. Sarah comments that Tommy is just like everyone else, to which he answers, "I sincerely hope not." Tommy then leads then to the abbot.
 
They are brought to an ancient Tibetan man. Sarah asks the Doctor about the crystal but he doesn't answer. He greets the abbot in Tibetan, apologizing for not bringing him a scarf. K'anpo cryptically replies that no such symbol is needed between them. Tommy then goes out to guard the door.
 
K'anpo asks the Doctor for his story. The Doctor begins but not before asking the abbot if they've met before.
 
In the cellar, Moss tries to run away but the spiders make him stay to get the crystal. They can feel the vibrations. (Note, this scene was added to the reprise in Part Six).
 
The Doctor has finished explaining the situation to K'anpo. The abbot wonders if the spiders should just be allowed to have the crystal. The Doctor replies that nothing would stop them from taking over the world -- or even the Universe itself, Sarah adds. The Doctor wonders where the crystal is and the Abbot reveals it, explaining that Tommy gave it to him.
 
Sarah suddenly demands the crystal in the queen's voice. She hits the Doctor with a blue bolt. But K'anpo is calm. He tells her to concentrate. The massive queen appears on Sarah's back as she begins to fight the spider.
 
The men approach and Tommy stands against them. Barnes tells him to back down but Tommy refuses. He fires a bolt to little effect. Then the men advance on him but Tommy hurls them back. The spiders scream at the men to kill him and they open fire, energy blasts crackling into Tommy's chest.
===Episode Six===
The Doctor and K'anpo work to break the queen's hold on Sarah. The Doctor tells her to look into the crystal. The queen tries to stop her but the blue glow captivates the young woman. Sarah's own voice finally begins to sound from her lips. She struggles against the queen and finally breaks free. The spider dies, falls from Sarah's back and vanishes.
 
Tommy endures the ongoing assault of lightning bolts, hurt but not beaten. Barnes realizes they need to try a different approach. They quickly form a circle and begin chanting to concentrate their power.
 
Sarah apologizes to the Doctor for her actions but he assures her she did fine. K'anpo points out that everyone is apt to surrender to domination -- even the most strong-willed. Looking at the Doctor, he comments that "not all spiders sit on the back." The Doctor explains to Sarah that K'anpo means the Doctor's own greed for knowledge that made him take the crystal in the first place.
 
Suddenly, the Doctor realizes something. He turns to K'anpo and tells him he knows who he is. They shake hands and the Doctor explains the K'anpo was his teacher -- his guru as a young Time Lord. Sarah realizes this means K'anpo is a Time Lord. The abbot explains that the discipline of their people wasn't for him -- although the wasn't quite as naughty as to steal a TARDIS. He just regenerated and fled to Tibet.
 
Sarah asks if Cho-Je is a Time Lord. K'anpo laughs that Cho-Je is a Time Lord in one sense -- and in another sense he doesn't exist. He is a projection of K'anpo.
 
Cho-Je wakes up Mike Yates and says they must hurry. They stumble out of the cellar toward the abbot's residence.
 
Barnes and his men continue to focus their power. The spiders are also meditating back on Metabilis. They explain to Lupton that they are sending power back to Earth.
 
K'anpo says that the moment of truth is coming for both of them. He asks the Doctor if he knows what to do. He must face his fear. The Doctor recalls how the Great One taunted him for being afraid. K'anpo insists that there is no other way out of this. He hands the crystal over and the Doctor tells Sarah he will give it back to the Great One. Sarah is alarmed -- the radiation in the cave will kill him. But he is determined. He must go and face his fear.
 
The men outside break their circle and raise their hands. They fire off a ferocious blast of mental energy at Tommy. Even as they fire, the Doctor takes K'anpo's hands in his, taking part in his mental powers.
 
Mike steps in front of Tommy and is struck down. Tommy is devastated and bends over Mike, letting the men rush the room. But even as they come in and blast down K'anpo, the Doctor vanishes into thin air. They realizes that he has gone to the cellar and run out, leaving Sarah to look over the mortally wounded abbot.
 
The Doctor reappears in the cellar and takes off in the TARDIS just ahead of Barnes' men. He appears on Metabilis 3 where he is greeted by a victorious Arak. The Doctor tells them he needs to go to the crystal cave and they agree to lead him there.
 
Tommy bends over Mike, worried that he might be dying. Cho-Je tells him to take him into the abbot's room.
 
Arak brings the Doctor to the spider council chamber. The Time Lord realizes that they didn't win the battle after all. The spiders taunt him, asking if he really thought the two-legs could beat the eight-legs. They asks him why he has returned and he shows them the crystal. They demand it but he tells them he will only return it to the Great One herself. He asks if any of them would dare oppose him. Lupton tries but is stopped by the spiders. They explain that the Great One is all-seeing, all-knowing, all-powerful. They must obey her. They acknowledge that the Doctor has beaten them but are grateful that he will die anyway. Arak and Tuar reluctantly let him leave.
 
Lupton then loses it. He yells at the spiders that they've cost him his chance at power. They are infuriated by the use of the word "spiders". He finally moves to hit the new queen but she strikes him down.
 
K'anpo lays his hand on Mike's head. He explains that Mike' compassion protected him from being killed -- just as Tommy's innocence protected him. To the delight of Sarah, Mike stirs and wakes. But K'anpo slumps back into his chair, dead.
 
Cho-Je reassures them but then vanishes. K'anpo's features blur and change before reappearing as Cho-Je, who finishes his sentence, telling them not concern themselves. He is only regenerating. Tommy calls him Cho-Je, but he replies that it is really K'anpo. K'anpo laughs and asks Sarah if she will put this in her magazine.
 
The Doctor returns to the cave of crystal. The Great One lets him in once he confirms he brought back the blue crystal. He enters and see a truly monstrous spider dominating the huge cave. He asks her to take the crystal and leave the humans alone. But she doesn't care about one planet amongst millions.
 
The Doctor asks why she wants the crystal. She indicates a crystal web above her head and explains that it amplifies her mind. One perfect crystal is all that is need to finish it. Then her every though well resonate in the web and grow in power. The Doctor tries to reason with her, pointing out that she has built a positive feedback circuit that will increase her mental power to infinity. She cackles that it will make her the ruler of the Universe.
 
The Doctor is fading from the radiation. He tries once again to explain that she will only destroy herself if she tries this. She mocks the way the radiation is destroying his body. She will grant him one last favor -- he can watch her triumph. The crystal leaves his hand and moves up into the web.
 
The Great One cries out in triumph. The Doctor watches in growing illness as she calls out for all to praise her. She tells the planets, the stars and the galaxies to bow to her. But after a moment, a bright glow envelopes her bloated body and she screams in terror and agony. Her mind is on fire from the influx of energy. The Doctor races out as the cave collapses around the thrashing spider.
 
In the council chamber, the spiders are dying, curling up as the Great One's death throes kill them. Arak and his men are suddenly free and they run for their lives.
 
Back on Earth, Barnes and his men stop meditating. Dead spiders appear on their backs and drop to the ground.
 
The Doctor finds the TARDIS and takes off as the mountain explodes.
 
Three weeks later, Sarah is sadly tidying up the Doctor's office. The Brigadier arrives and she explains that she came back to see if the Doctor had returned. The Brigadier tells her that once the Doctor disappeared for months -- and when he returned, he had a new face. Sarah laments that the Doctor knew he was going to die but went back anyway.
 
Suddenly, the TARDIS materializes in the corner. The door opens and the Doctor stumbles out. He mumbles that he got lost in the time vortex but the TARDIS brought him back. Then he collapses onto the floor.
 
The Brigadier grabs a blanket and puts it under the Doctor's head. Sarah asks him why he went back and the Doctor again tells her he had to face his fear. It wasn't worth living if he didn't. "Tears, Sarah Jane?" he says, "Don't cry. While there's life, there's . . ."
 
But he doesn't finish the sentence. He stops breathing, his eyes fixed. Sarah tearfully closes them and looks up at the Brigadier in despair.
 
But with a whirring sound, the young K'anpo appears, floating in mid-air. He explains that the Doctor is not dead. Sarah introduces him to the Brigadier, trying not to break down.
 
K'anpo tells them that the Doctor's cells have been destroyed. But he is a Time Lord. K'anpo will give him a little push and his cells will regenerate. "Not again!" laments the Brigadier. K'anpo goes on to say that the Doctor's brains cells will be shaken up and he be erratic for a while. Then he vanished like a Cheshire cat.
 
Sarah and the Brigadier turn and see the Doctor's face shift and change. "Here we go again!" says the Brigadier.
 
==Cast==
*[[Third Doctor|Doctor]] Who- [[Jon Pertwee]]
*[[Fourth Doctor|Doctor]] Who -Tom Baker (uncredited at the end of Part 6.)
*[[Sarah Jane Smith]] - [[Elisabeth Sladen]]
*[[Alistair Gordon Lethbridge-Stewart|Brigadier Lethbridge-Stewart]] - [[Nicholas Courtney]]
*[[Mike Yates]] - [[Richard Franklin]]
*Sergeant [[Benton]] - [[John Levene]]
*Professor [[Herbert Clegg|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]]
*[[Eight Legs|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 Rimpoche]] - [[George Cormack]]
 
==Crew==
*[[Assistant Floor Manager]] - [[Graeme Harper]]
*[[Costumes]] - [[L. Rowland Warne]]
*[[Designer]] - [[Rochelle Selwyn]]
*[[Film Cameraman]] - [[Fred Hamilton]]
*[[Film Editor]] - [[Bob Rymer]]
*[[Incidental Music]] - [[Dudley Simpson]]
*[[Make-Up]] - [[Deanne Turner]]
*[[Producer]] - [[Barry Letts]]
*[[Production Assistant]] - [[Marion McDougall]]
*[[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]]
 
==References==
===[[:Category:The Doctor|The Doctor]]===
*The Doctor is familiar with [[Tibet|Tibetan]] customs.
 
===[[:Category:Crystals|Crystals]]===
* The Doctor receives a package from [[Jo Grant]] containing his [[Metebelis crystal]], which he picked up during his previous visit to [[Metebelis III]].
 
===[[:Category:Foods and beverages|Foods and beverages]]===
*The Doctor likens Sergeant Benton's [[coffee]]-making skills to that of Mrs. [[Samuel Beakes]].
*Lupton offers Sarah [[tea]].
 
===[[:Category:Individuals|Individuals]]===
*The Doctor mentions being taught in the ways of escapology by [[Harry Houdini]].
*[[Mike Yates]] refers to the last time he encountered Sarah "that business with the Dinosaurs".
*The Brigadier's watch was given to him 11 years ago in [[Brighton]] by [[Doris Lethbridge-Stewart|Doris]].
*The Brigadier phones [[Harry Sullivan|Sullivan]], the [[UNIT]] Medical Officer.
 
===[[:Category:Periodicals|Periodicals]]===
*Sarah has worked for ''[[Metropolitan]]'' magazine.
 
==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).
* This story features a large chase scene featuring: Bessie, the Doctor's car (known as 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]]'' (although we do see the apparent beginning of it), 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. End-of-episode changeovers would become the norm for the next few regenerations until the regeneration from the [[Sixth Doctor|Sixth]] to [[Seventh Doctor]]s at the beginning of ''[[Time and the Rani]]'' (and both played by the same actor) broke the pattern.
*Parts of this story were recorded at the same time as parts of ''[[Robot (TV story)|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.
*The [[Time Beetle]] featured in [[Turn Left]] shares some similarities with the Eight Legs;&nbsp;It too is a&nbsp;giant-sized insectoid that can latch onto&nbsp;a victim's back,&nbsp;disguising&nbsp;it's prescence at the same time.
 
===Ratings===
*Part 1 - 10.1 million viewers
*Part 2 - 8.9 million viewers
*Part 3 - 8.8 million viewers
*Part 4 - 8.2 million viewers
*Part 5 - 9.2 million viewers
*Part 6 - 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 had not died he would have been written out in the final story of season eleven. He had informed [[Barry Letts]] that he would only appear as the Master in one more story during the filming of ''[[Frontier in Space]]''. Letts agreed to the request, seeing it as an opportunity to dramatically end [[Season 11]]. Thus, he asked writer [[Robert Sloman]] to help him write a story which would at last define the relationship between 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 halted the complete suspension on 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]]. ''One of the impetuses for Pertwee's decision to resign was Delgado's death. Had Delgado not died, but merely relinquished his role, it is unlikely Pertwee would have looked on Delgado's absence a motivation to quit. More to the point, though, Sloman had delivered scripts to Letts two weeks prior to Delgado's death on [[18th June]] [[1973]]. Pertwee didn't announce his retirement until after his request for a raise was denied in December 1973. ''The Final Game'' could not logically have 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).
 
==Continuity==
*Jo Grant sends the Doctor a package containing the blue Metebelis crystal ([[DW]]: ''[[The Green Death]]''), which the spiders covet, making this serial a sequel of sorts to The Green Death.
*Mike Yates refers to his last appearance in [[DW]]: ''[[Invasion of the Dinosaurs]]''.
*The Doctor previously mentioned the [[K'anpo Rimpoche|hermit]] who lived behind his house in [[DW]]: ''[[The Time Monster]]''.
*[[EDA]]: ''[[Interference - Book Two]]'' presents an alternate regeneration sequence.
*The [[Eight Legs]] returned in [[ST]]: ''[[Return of the Spiders]]'', [[BFA]] ''[[The Eight Truths]]'' and [[BFA]] ''[[Worldwide Web]]''.
*The Fifth doctor in the [[ST]]: ''[[Light at the End of the Tunnel]]'' tries to fight of his phobia of spiders when he goes inside a large pipe making this story as a reference.
*The Eighth Doctor still has a phobia of spiders in [[EDA]]: ''[[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 him. In [[DW]]: ''[[Battlefield]]'', the retired Brigadier is married to a woman named [[Doris Lethbridge-Stewart|Doris]].
*This isn't the same sonic screwdriver as in [[DW]]: ''[[Carnival of Monsters]]'', Clegg shouldn't associate it with Drashigs.
 
==Timeline==
*This story occurs after [[ST]]: ''[[An Overture Too Early]]''
*This story occurs before [[DW]]: ''[[Robot (TV story)|Robot]]''
*[[ST]]: ''[[Ancient Whispers]]'' takes place during episode 6 of this story.
 
==DVD and Video Releases==
===DVD releases===
An audio commentary for Planet of the Spiders was recorded in 2007 with Actors [[Elisabeth Sladen]], [[Nicholas Courtney]] and [[Richard Franklin]], Producer/Director [[Barry Letts]] and Script Editor [[Terrance Dicks]] for a future release date. Planet of the Spiders is being released in late 2010 in a two-disc set featuring a number of documentaries, a 5.1 mix, CGI effects, comentary and a special never-seen before feature.{{fact}}
 
===Video releases===
==Novelisation==
[[Image:Planet of the Spiders novel.jpg|right|75px]]
:''Main article: [[Doctor Who and the Planet of the Spiders]]''
 
*Novelised as ''[[Doctor Who and the Planet of the Spiders]]'' by [[Terrance Dicks]] in [[1986]].
 
==See also==
*[[DW]]: ''[[Doctor Who (1996)]]''
*[[DW]]: ''[[The Unicorn and the Wasp]]''
 
==External Links==
*{{bbcepguideclassic|planetofspiders/|Planet of the Spiders}}
*{{dwrefguide|who_3z.htm|Planet of the Spiders}}
*{{briefhistory|serials/zzz.html|Planet of the Spiders}}
*{{locguide|planetofthespiders|Planet of the Spiders}}
 
{{season 11}}
{{UNIT stories}}
{{UNIT stories}}
{{Regeneration stories}}
{{Regeneration stories}}
[[Category:Third Doctor episodes]]
{{Post-regeneration stories}}
[[Category:Sarah Jane Smith episodes]]
{{TitleSort}}
[[Category:Brigadier Lethbridge-Stewart episodes]]
 
[[Category:UNIT episodes]]
[[Category:Doctor Who (1963) television stories]]
[[Category:Brigadier Lethbridge-Stewart television stories]]
[[Category:UNIT television stories]]
[[Category:Stories set in England]]
[[Category:Stories set in England]]
[[Category:1974 television stories]]
[[Category:Regeneration television stories]]
[[Category:Season 11 stories]]
[[Category:Fourth Doctor television stories]]
[[Category:Stories set in the 20th century]]
[[Category:Six part serials]]
[[Category:Eight Legs stories]]
[[Category:Post-regeneration stories]]
[[Category:New Beginnings television stories]]
 
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Latest revision as of 19:25, 4 September 2024

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You may be looking for the serial as it exists within the DWU or or the in-universe novelisation.

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 and audio adventures.

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.

Barry Letts saw this story as a Buddhist parable - the Doctor must become a new man by destroying his ego.

Synopsis[[edit] | [edit source]]

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.

Plot[[edit] | [edit source]]

Part one[[edit] | [edit source]]

In the English countryside, Mike Yates, discharged from UNIT and recuperating at a rural Buddhist meditation centre, is having a casual stroll in the grounds 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 mandala they are all sitting around, and as he moves closer, he gets caught in a spider's 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 accompany him to a theatre 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 isn't actually a professor at all; 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 Clegg that his secret is safe: the secret that Clegg himself 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 he 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 doing so 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 centre 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, who shows them a "pretty flower" — a daisy. Barnes tells Tommy 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's arm and asks the men if they'd like a cup of tea. A frustrated Barnes then roughly pushes Tommy, causing him to fall over, and they leave. Tommy is upset when he finds the flower has been squashed in the fall, and begins to cry.

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 the '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.

A sudden appearance of a tractor.

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 full 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 when the Doctor previously used it against the Drashigs.

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 gemstone; a blue jewel". 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 — which bears a sign reading MEDITATION ROOM / PLEASE BE QUIET — 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 to 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 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. Sarah says she has hours yet, but Yates remarks she must have misread the timetable and drags her off. She's furious that, after all the fuss he made about this, he's now taking her away. Lupton watches them 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; therefore making her realise why Yates ended their conversation so abruptly. 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 asks why they're running away. He tells her that they're not and that he only wants Lupton to think that they're leaving. 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 a curious Tommy. They tell him they're playing a game and 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 happily. 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[[edit] | [edit source]]

The men are alarmed at the sight of the giant spider. Keaver 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 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; 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. 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; the 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. Yates gives Tommy his necklace to try and distract him, but he merely repeats himself before wandering off. Lupton then appears and 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 teleports the crystal away.

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 fingertips 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 reappears 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. The Doctor and the others discuss what to do and the policeman tries to get them to explain why they were speeding, but the Brigadier simply shrugs him off. Lupton then steals the gyrocopter and 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, unintentionally running over a tramp in the process. The spider then says that it will get help from Metebelis III and tells Lupton to concentrate. The Doctor finally manages to board the speedboat — only to discover Lupton has vanished… 

Part three[[edit] | [edit source]]

Lupton reappears 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, Barnes realises they were telling the truth and tries to convince Lupton to abandon what he’s doing. However, Lupton 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 goes to a cupboard under the stairs where he often seeks solitude, and adds the crystal to his collection of "pretties", which he keeps in a shoebox.

The spider then reappears 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 has 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. Sarah 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.

Sarah hides while Lupton rolls out the mandala, sits next to it 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 important. Moss then appears and says he can’t find Lupton but Tommy shouts "Lupton in the cellar! Sarah Jane Smith! In the cellar!" The Doctor asks to see the cellar and Yates shows him the way. Sarah watches as Lupton continues chanting; he then disappears. Sarah steps onto the mandala and finds she can’t move. The Doctor and Yates run over to Sarah, but she also disappears and finds herself on Metebelis III, where she spots Lupton in the distance. Suddenly, someone grabs her 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. However, the Doctor says that the planet’s co-ordinates are programmed into the system, but he’ll leave the actual landing place to the TARDIS herself. Yates smiles and comments that 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 Sarah is a spy, as only a person of this sort would use the "forbidden word". Tuar tries tries to throw Sarah 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. The sound of trumpets then fills the air, 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 ("Two Leg" being the Eight Legs' term for a human) present himself, due to having previously attacked a field guard and leaving him to die — saying that if he doesn’t, one male Two Leg will be taken from each family in his place. Arak wants to go, but Sabor suggests that he speak to the Queen as he believes she will listen to him. Sabor tries to plead with the Queen, saying that the guard was cruel and heartless, and 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. Sarah 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[[edit] | [edit source]]

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's 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 DO NOT DISTURB sign, demanding to know "Can't you read?!" Tommy tells Barnes he’s learning to read from a book his mum gave him. Barnes promptly slams the door and Tommy tries to read the sign, 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 which indicates 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 and the reason for his visit. 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.

In his stair cupboard, 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 meaning 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. Arak warns Sarah that the guards will kill her if they see her. She successfully makes it to the TARDIS and Arak admires her bravery but Tuar says she’s being foolish. 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. The Doctor asks for Sarah and they reply that she's not there but give him the device. He holds it and it begins to make a loud sound and then there’s a flash of light from his fingers. He thanks them and is already sounding stronger.

Tommy goes into the meditation centre's library and looks at one of the books, which is a collection of poetry. He finds he can read it easily, and reads aloud the opening verse of a poem, "The Tyger" by William Blake; he calls this "pretty", then corrects himself to "beautiful". Tommy then takes several more books.

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 there’s no point in struggling. Sarah asks Sabor what will happen 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 there. 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 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 all right 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 the blue crystals in the mountain gradually made them grow larger and smarter. By the time the humans discovered them, it was too late.

Arak says that the spiders have 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 with an unusual structure and that he’s trying to find a stone that can absorb the spider’s attacks. Eventually he finds a suitable one. He then sets off for the mountain, 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 mountain when the Guard Captain spots him and tries to blast him again; the Doctor blocks the blast 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, she groans in despair.

Part five[[edit] | [edit source]]

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 the spiders arrived long after he left. The Doctor tells them that Arak is trying to rally members of other villages to attack the mountain, 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 mountain.

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, intending 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 asks that the Queen release Sabor and listen to the Two Legs' grievances to which she agrees. Sarah asks the Queen what she wants her to do.

Barnes ungags Yates who then asks what they’re going to 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 they 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 and 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 that the voice he heard was just an illusion and he is now speaking to the Great One. She orders the Doctor to return the blue crystal that he stole, revealing it is the one last great crystal of power, and then humiliates him by forcing him to march in a circle like a toy tin soldier via her psychic power. The Doctor is too overcome with 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, realising what the group are doing, 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 is grateful to Tommy for telling him and 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 at what he's seeing, 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. The Doctor and Sarah 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’s bodies. She asks if they're dead; Barnes replies that they're not, which he states is an unfortunate oversight and tries to blast them. The Doctor uses a stone to block his and the other men's attacks. Tommy then leads them out, taking a small hit himself and locks the men in the cellar. 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" and 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 with energy from their fingertips…

Part six[[edit] | [edit source]]

As the men emerge from the cellar, Barnes says they need to separate and find the crystal. Moss declares he doesn't want any further part in it and tries to run but his spider mentally stops him. Keaver is unsure of what they should do when Land closes his eyes and says he can see the crystal. The spiders tell the men to concentrate. They sense its presence and set off after it.

The Doctor has finished telling K'anpo his story. The Abbot suggests that maybe the spiders should be allowed to have the crystal but the Doctor says that once they have it, nothing will stop them taking over Earth; Sarah adds "or even the universe itself" to which the Doctor agrees and wishes he knew where the crystal was. K'anpo then reveals it in his hand, having been given it by Tommy. Sarah then demands that he give her the crystal and begins speaking in a different voice. The Doctor can't understand what's wrong with her and she blasts him. K'anpo tells the Doctor to see through his eyes and they spot that the Queen is on Sarah's back, which explains how she and the Doctor escaped so easily.

The Doctor and K'anpo try to get Sarah to resist against the Queen's power, but the Queen is too strong. The Doctor gets Sarah to focus on the crystal and the Queen tries to resist, but ultimately Sarah is freed. The Queen then falls off her back and disappears.

Tommy is surprisingly resisting the men's attacks to which Barnes comments that they're not getting anywhere. The spiders agree and decide they need more power. The men stand in a circle, put their hands together and start chanting while Tommy curiously watches.

Sarah is horrified by what she's done, but the Doctor assures her that she did very well; K'anpo remarks "We are all apt to surrender ourselves to domination. Even the strongest of us." The Doctor realises K'anpo is talking about him. Sarah believes this means the Doctor has been taken over by the spiders as well but he says that K'anpo is talking about his greed. Specifically his greed for knowledge and understanding. Effectively saying that these events are all his fault; if he had never taken the crystal in the first place... He then shockingly realises where he knows K'anpo from, who then jokingly remarks that the Doctor was always a little slow on the uptake. The Abbot is his former mentor whom he saw in the crystal, a fellow renegade Time Lord now enjoying a peaceful life on Earth. Sarah asks if Cho-Je is a Time Lord too, and K'anpo replies "In a sense. But in another sense, he doesn't exist." This leaves both Sarah and the Doctor confused. K'anpo explains that Cho-Je is actually a projection of his own inner self.

Down in the cellar, Cho-Je has woken up and manages to wake Yates. They leave the cellar.

The spiders in the council chamber are all humming and Lupton asks what's going on. His spider replies that they're sending power to their sisters on Earth. He asks about the crystal, but the spider tells him to be quiet.

K'anpo briefly meditates and tells the Doctor and Sarah that the moment he has been waiting for is approaching; the "moment of truth" for both him and the Doctor who is unsure of what he is supposed to do. K'anpo asks him what he is most afraid of and he recalls his encounter with the Great One. He asks if there's another way and K'anpo sternly replies that there isn't. The Doctor concedes and K'anpo gives him the crystal. Sarah asks the Doctor what he's going to do and he replies that he's going to give it to the Great One. Sarah reminds him of what he said about the radiation levels in the cave, but the Doctor insists he has to go.

The men have finished chanting and begin blasting Tommy again. He is initially resilient, but soon falls over. The Doctor hears the noise outside and K'anpo quickly takes his hand. Yates then jumps in front of Tommy and takes a huge blast which makes him collapse. Tommy runs over to him and this lets Barnes and the others through. Tommy quickly tries to stop the last of them, but is hit over the head. The men burst into the room and spot the Doctor holding the crystal, who then retreats to the back of the room and disappears. They try to blast him, but they hit K'anpo instead, who then collapses into his chair and Sarah rushes over to him. Barnes orders the men to go back to the cellar. The Doctor reappears in the cellar, quickly gets into the TARDIS and leaves just as the men enter.

The Doctor arrives back on Metebelis III and is greeted by Arak and Tuar, who say their attack was a success thanks to him. He asks for their help in reaching the cave of the Great One. Arak remarks that there is more than one way in and shows him where to go.

Tommy believes that Yates is dead, but Cho-Je says that he isn't quite yet and tells him to bring Yates to K'anpo.

The Doctor discovers that Arak and Tuar have led him to the Eight Legs' council chamber — meaning their attack failed and they have now been taken over. Lupton's spider mocks the idea of a bunch of Two Legs defeating them, remarking that their minds are no stronger than those of their sheep. It asks the Doctor why he's come back; he says it's to return the crystal and shows it to them. It demands that he hand it over, but he states that he will only return it to the Great One and asks if any of the council would dare challenge him for it. Lupton remarks he would and tries to take it, but the spider mentally stops him, saying that they dare not take it. The spider concedes defeat and allows the Doctor to leave. Lupton is positively outraged that he has lost his one chance of power because of a spider; the council taking offence to his use of the forbidden word. Lupton then tries to strike the spider, but it fires a blast that kills him.

Yates is waking up and K'anpo remarks that his compassion is what protected him from the spider's attacks; just as Tommy's innocence is what saved him. Yates then sits up, feeling much better. K'anpo then states that his old body has had it and dies. Sarah is shocked and Cho-Je remarks "Dear friends, please don't..." before he suddenly vanishes. K'anpo then takes on Cho-Je's appearance and completes his unfinished sentence: "Please don't concern yourselves. I am not dying, merely regenerating." Tommy addresses him as Cho-Je, but he replies that he is K'anpo. He then laughingly asks Sarah if she'll put this in her magazine, to which she smiles.

The Doctor arrives back at the cave of the Great One. She asks if he has the crystal and he angrily replies that he wouldn't have come back if he hadn't. The Great One tells the Doctor to come forward and he then sees 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 Great One admits that she does not care for her subjects plan to invade Earth; knowing that one planet is nothing when her full power will allow her to take over the entire universe. The Doctor knows that such power cannot be contained and will destroy her, but she is too drunk on the thought of being the most powerful being in the universe and refuses to listen to him. She uses her psychic powers to move the crystal from the Doctor's hand to the crystalline web above her. With the crystal in place, the Great One briefly succeeds, before the web overloads (proving the Doctor right) and destroys both her and the Eight Legs. This also frees all the humans possessed by them, both on Metebelis III and Earth. The Doctor receives a lethal dose of radiation from the cave and barely manages to escape to the TARDIS. The Crystal Mountain Complex then explodes.

Three weeks later, Sarah goes to UNIT HQ, but isn't entirely sure why she's gone there but the Brigadier knows it's to check to see if there's any news of the Doctor. The Brigadier is optimistic, remarking that this is not the first time the Doctor has been gone for a prolonged period of time, though Sarah is certain that they will never see him again. At that moment, the TARDIS materialises in front of them. The Doctor stumbles out, a weary look on his face, and 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, but the TARDIS brought him home. The Doctor tries to take a step forward, but promptly collapses onto the floor. The Brigadier and Sarah quickly run to his side; the former gets a seat cushion to prop up his head, while the latter turns him over on his back. Sarah asks the weakened Doctor why he had to go back to Metebelis III, and he admits 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.

The Doctor regenerates into his fourth incarnation.

As Sarah closes the Doctor's eyes and weeps, a projected image of the regenerated K'anpo appears and assures Sarah and the Brigadier that the Doctor is not dead and he will regenerate and become a new man. They ask when the process will begin; K'anpo replies that "There is no time like the present" and gives the Doctor's cells a little "push" to start the regeneration. He then vanishes, telling them "Look after him." The Brigadier then quickly tries to get more information from K'anpo, only to find he's addressing thin air, but Sarah exclaims, "Look, Brigadier, look! I think it's starting!" The Brigadier raises an eyebrow and says "Well... here we go again." The face of the Third Doctor fades away and reforms into that of a younger man, with long, curly brown hair. The Fourth Doctor has arrived...

Cast[[edit] | [edit source]]

Uncredited cast[[edit] | [edit source]]

Crew[[edit] | [edit source]]

Uncredited crew[[edit] | [edit source]]

Worldbuilding[[edit] | [edit source]]

Foods and beverages[[edit] | [edit source]]

Individuals[[edit] | [edit source]]

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

Media[[edit] | [edit source]]

  • Sarah has worked for Metropolitan magazine.
  • Tommy reads aloud from a copy of Ladybird Books' Going to School.

Psychic powers[[edit] | [edit source]]

References to real-world culture[[edit] | [edit source]]

  • Tommy reads aloud the first verse of "The Tyger", a poem by William Blake.
  • A comedian who performs prior to Clegg references the Archimedes principle.
  • The Doctor is familiar with Tibetan language and customs.
  • The Great One mockingly sings "Pop Goes The Weasel" to the Doctor in Sarah's voice. The Doctor later references the final lyric of the rhyme himself after he and Sarah are teleported back to the TARDIS' location.

Technology[[edit] | [edit source]]

The Doctor[[edit] | [edit source]]

Story notes[[edit] | [edit source]]

  • This is the first time the term "regeneration" is used on screen.
  • This is the first time we see someone other than the Doctor regenerate, namely K'anpo Rimpoche.
  • Though not credited, Barry Letts wrote this story with Robert Sloman. Therefore, this marks the only on-screen story in Doctor Who history to be written, produced 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.
  • Unusually, the reprise at the beginning of part six features multiple scenes that were not shown in part five before it reaches the cliffhanger point. Barry Letts explains on the DVD commentary that the reason for this is because the scenes were originally shot for part five, but he felt the "special effects backgrounds didn't really work" so he chose to cut them. However, this meant part six was running short, therefore Letts had to re-insert the cut sequences into the episode's reprise in order to fit the required timeslot.
  • This story features a large chase scene including Bessie, the Whomobile, a police car, a gyrocopter, a hovercraft and a boat. This was added by Barry Letts as a parting gift to Jon Pertwee, who loved vehicles and chase sequences.
  • 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.
  • Though Harry Sullivan does not make his on-screen debut until the next story, he is mentioned in this one. When the Doctor is in a trance staring at the crystal, the Brigadier phones the medical officer and addresses the person on the other end of the phone as "Sullivan".
  • Terrance Dicks remarked in the DVD commentary that he wanted to make sure the Brigadier was present to witness the Doctor's regeneration so as to ensure there would not be a repeat of the events that occurred in Spearhead from Space where it took a considerable amount of effort for the Brigadier to be convinced that the Doctor had indeed changed his appearance.
  • 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) together with Ysanne Churchman and Kismet Delgado as "Spider Voices" for part three, 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 before transmission.
  • The Brigadier's line "Well... here we go again" was an unscripted ad-lib by Nicholas Courtney.
  • 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 Elizabeth 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).
  • Barry Letts remarked in the DVD commentary that, in the scene where Clegg holds the sonic screwdriver and the images appear on the IRIS machine, he had originally considered using footage from The Green Death but he ultimately decided to use the Drashigs from Carnival of Monsters as he believed they would be scarier.
  • 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 Flowers for Algernon, 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) was very new to television at the time of this story and had mainly worked in theatre where he often ad-libbed. When he was taking a taxi to the BBC Television Centre for his first day of filming he asked the driver if he could take him to "where they make those television programmes" (speaking like Tommy due to his impulse to ad-lib). He proceeded to tell the driver that he was "going to see [his] friend Doctor Who". The driver continued to ask Kane questions about his time with his 'friend', making Kane more and more anxious. When they arrived at Television Centre, the driver went out to speak to the security guard briefly who then called Kane over and told him that Doctor Who had left in his TARDIS and wasn't there, but would wave to him next time he was on TV. The driver offered to take Kane back, but he insisted on staying and then proceeded to tell the guard the truth after the driver had left. (DOC: John Kane Remembers...)
  • This is one of two regeneration stories without any scenes inside the TARDIS, the other being TV: The Night of the Doctor.
  • This is the first of two Doctor Who stories to feature giant spiders, the other being Arachnids in the UK released 44 years later.
  • Elisabeth Sladen was arachnophobic and felt uncomfortable having the giant rubber spider prop attached to her back. Jon Pertwee helped to ease her fear by getting her to stroke one of the spider props. Robert Sloman was also arachnophobic.
  • According to Matt Irvine, the main spider was nicknamed "Boris" — despite the spiders in the story being female — after The Who's song "Boris the Spider".
  • For the Great One, assistant Ian Scoones designed a five-foot spider with red eyes which appeared to breathe by means of an inflatable bladder. Barry Letts felt that this creation was too frightening, and instead opted to use the same prop which had been designed for the Queen Spider.
  • Jon Pertwee had seen a hovercraft at a boat show at Earl's Court and wanted to use it.
  • Robert Sloman wasn't very happy with this story, claiming he was "cleaned out" of ideas.
  • In part two, the Brigadier originally referred to the UNIT medical officer as "Sweetman", a name retained for the novelisation; but this was amended to "Sullivan".
  • To make Jon Pertwee's final serial a special occasion, Barry Letts assembled a cast which largely consisted of his friends, together with guest performers from earlier Doctor Who stories with whom the series' star had enjoyed a good relationship. 
  • While filming the chase scene, John Dearth barely avoided injury when the gyrocopter fell over and broke apart after escaping its moorings, and part of a rotor blade sliced into his jacket.
  • The Third Doctor's regeneration was filmed live with Jon Pertwee and Tom Baker on the floor on opposite sides of the studio and the shots mixed in later.
  • Nicholas Courtney and John Dearth had previously appeared in The Avengers episode "Propellant 23". Barry Letts had previously appeared opposite Terence Lodge in the episode "The Wringer".
  • In editing, Barry Letts found that episode three was too short. The cliffhanger was originally the Doctor's emergence from the TARDIS to be confronted by the guards, but material from episode four, up to the Doctor being shot, was pulled forward. However, this and other cuts then caused episode four to underrun. Again, a new cliffhanger was created by pilfering the intended opening of Episode Five: the credits would now roll after Sarah's realisation that the Doctor was also a prisoner, rather than after Lupton's command to kill the Doctor. However, this left episode five, which originally concluded with the Doctor and Sarah being surrounded in the monastery cellar, short by more than three minutes. To make matters worse, the early part of episode six did not contain a moment worthy of a cliffhanger. As such, Letts was forced to bring forward the scene of the attack on Tommy, with the awkward consequence that episode five's climax wasn't reprised until several minutes into episode six. Letts also compensated for the loss of material from the concluding instalment by adding a flashback to the Cave of Crystal sequence.
  • The shoot was hit by delays, largely stemming from complex effects requirements, which caused overruns. At one point, filming had already continued half an hour past its allotted time, the studio electricians turned off the power, preventing an angry Barry Letts from finishing a small number of shots.
  • The tractor conjured by the group intended to kill Sarah and Mike was originally a cow.
  • In a 1989 interview with Terry Wogan, Jon Pertwee revealed that he didn't have time to practice driving a hovercraft for the chase sequence. For the scene where the Doctor runs over a tramp, the wind caused Pertwee to accidentally run into the camera crew. On the second take, there wasn't any wind and the crew went behind the second camera — and Pertwee ran that over as well.
  • The scene in the Doctor's lab towards the end of part one was created with a wind machine which provided the "wind" that battered through the lab. The cameras were stilted to create a defocused atmosphere and various props and set pieces were rigged and timed to collapse to the studio floor.
  • The reality of his impending departure was a heavy blow to Jon Pertwee. He would spend time reading and answering fan mail instead of mingling with the cast and crew.
  • Elisabeth Sladen suffered a slight case of arachnophobia and felt uncomfortable having the giant rubber spider prop attached to her back. Jon Pertwee helped to ease her fear by hetting her to stroke one of the spider props.
  • A late script change came from Shaun Sutton. After reading the scripts, he was confused as to why Tommy was immune to the spider's power. An additional small scene was especially written which explained that Tommy's innocence is why the spider's power had no effect on him.
  • Following Jon Pertwee's last day, a party was held which included a cake of his face. Elisabeth Sladen had to leave early since she was needed required to record material at Wood Norton for Robot.

Ratings[[edit] | [edit source]]

  • 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[[edit] | [edit source]]

  • 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 11. 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 storyline. Planet of the Spiders was a wholly different story, save perhaps for Barry Letts's 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.
Robert Sloman had delivered scripts to Barry Letts two weeks before 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[[edit] | [edit source]]

Production errors[[edit] | [edit source]]

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.
  • 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 one, when Sarah and Mike leave the railway station, the rear number plate of Mike's car is clearly black with silver characters; yet when they rush off from the lamasery towards the end of the episode, the rear plate is clearly different: a yellow background with black characters.
  • In part two, when Lupton blasts Benton, the blast noticeably comes from beneath his outstretched hand rather than from his fingers.
  • In part two, the guard 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 sitting stationary in the distance.
  • When Tommy meets Sarah in part one, he refers to himself as "Tom". Yet when she sees him again in part three, she calls him "Tommy".
  • In part four, when the Queen Spider is talking to Lupton and his spider, the base of the Queen's throne can be seen flexing up and down as the spider moves.
  • In part four, when Tommy collapses after looking into the crystal, it is clearly 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.
  • In the various long shots of Bessie during the car chase in part two, it is obvious that the footage has been sped up, as the Brigadier and Benton's movements become noticeably rapid and jerky.

Continuity[[edit] | [edit source]]

Home video and audio releases[[edit] | [edit source]]

DVD release[[edit] | [edit source]]

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

Released:

Special Features:

Notes[[edit] | [edit source]]

  • This story was released in Region 2 on the same day the public was informed of Elisabeth Sladen's passing.
  • On the Region 4 release, instead of 'The Jon Pertwee Years', it says 'The John Pertwee Years'.
  • Some Region 2 releases have Jon Pertwee's name written in capital letters, while others don't.
  • Region 2 cover

    Region 2 cover

  • Region 1 cover

    Region 1 cover

  • Region 4 cover

    Region 4 cover

Digital releases[[edit] | [edit source]]

This story is available:

  • Planet of the Spiders iTunes cover

    Planet of the Spiders iTunes cover

  • Best of Third Doctor collection iTunes cover

    Best of Third Doctor collection iTunes cover

Video release[[edit] | [edit source]]

This story was released on VHS as per follows:

  • Region 2: April 1991
  • Region 4: September 1991
  • Region 1: May 1994
  • UK VHS cover

    UK VHS cover

  • US VHS cover

    US VHS cover

  • AUS VHS cover

    AUS VHS cover

External links[[edit] | [edit source]]

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