Lupton is transported back to the meditation centre. His arrival is witnessed by Tommy, who is fascinated by the Metebelis jewel.
Lupton and the spider contact the sisterhood of spiders on Metebelis III. They await the return of the crystal and decide they will let Lupton serve them in a conquest led by the Great One. Lupton, exhausted, collapses onto the bed. The spider reappears on his back and scuttles away.
The Doctor, Sarah and Mike approach Cho-Je about Lupton's theft. He doesn't believe Lupton stole the jewel, but is overhead by the spider and by Barnes. Barnes warns Lupton. As Lupton raves about the power he hopes to achieve, Tommy reaches in through the window and steals the crystal.
The spider returns and demands that Lutpon assuage Cho-Je. He refuses and she mentally tortures him. But when he is able to return the attack, she relents. They agree to return to Metebelis III and try to gain power for both of them. But they notice the crystal is gone.
Lupton and the spider have to return to Metebelis and bluff their way through. On the way to the basement, Sarah spies them. Rather than follow Tommy, who wishes to show her the crystal, she follows Lupton and sends Tommy to alert the Doctor.
Lupton goes into the basement and chants. He then disappears. Sarah steps out onto the mandela and disappears as well, following Lupton to Metebelis III. The Doctor decides to follow in the TARDIS.
Sarah is caught by one of the human natives of Metebelis, Tuar, who brings her to the village, suspecting her of spying for the spiders. His brother Arak and father Sabor prevent her from being killed.
The Spider Queen arrives in the village, demanding Arak surrender for having killed a guard. Sabor pretends he has sent Arak away and goes in his place. The Queen senses Sarah's presence and she surrenders herself.
The Doctor takes off in the TARDIS and lands in the town square. He asks for Sarah but the Queen wants him taken for questioning. The Queen's guards attack. During the fight, the villagers spirit Sarah away. But a guard blasts down the Doctor with a bolt of energy…