Millington tells his men that no one is to touch the ULTIMA. When he realizes the Russians are coming, he asks for reinforcements. But the radios have already been smashed on his order.
The Doctor tells Ace and Wainwright that the creatures are haemovores, an evolutionary of offshoot of mankind from thousands of years in the future.
Sorin finds his soldier's body on the shore. They are then approached by a mob of haemovores. They take the body of their comrade and retreat.
Ace checks with Kathleen, who is awaiting the return of her husband from the merchant marine.
Millington tells Judson that he hopes to tap Fenric's dark power once ULTIMA is finished and the chains of Fenric are shattered.
Ace visits the Doctor and Wainwright in the church. The Doctor wants to know the names of the descendants of the Viking settlers. He and Ace explore the crypt where Ace finds the glowing flask and puts it in her rucksack.
As Wainwright reads through the records, more haemovores emerge from the graves around the church. They surround the vestry and attempt to break in. Ace retreats to the roof and lowers a metal ladder. But she drops between two haemovores. Just as she is about to succumb, Sorin spots her, comes over the wall and shoots the creatures, driving them back. They crawl back up the ladder.
The haemovores finally break into the vestry. The Doctor concentrates and drives the creatures away. The Doctor and his companions withdraw to the crypt where the Doctor explains that faith creates a psychic barrier that the haemovores cannot break.
The Doctor decides to escape through Millington's hidden base. But Sorin wants to go to his men. He uses his faith in the revolution to drive the haemovores away.
The Russian soldiers offer to hang back and slow the advance of the haemovores. The Doctor sees the flask Ace is carrying and realizes it is precisely what he's been looking for.
The Doctor, Ace and Wainwright reach the end of the tunnel. But Millington is waiting for them. He seals the Russians in and takes the books and flask.
Sorin goes into the base alone, demanding to speak to Millington. Sorin is quickly surrounded and warns his men to stay away. The Doctor tries to tell Millington that the haemovores are his real enemy, not the Russians.
Ace visits Kathleen again. She has received a telegram stating that her husband has died at sea. Ace then goes to the Doctor, furiously demanding to know what's going on. The Doctor tells her that he is fighting against a primaeval menace from the dawn of time, a being of pure evil that is inside the flask.
Ace distracts the guard while the Doctor releases Sorin. They can still stop Fenric if they can get back the flask before he takes bodily form.
The haemovores break out of the tunnel, where Wainwright is waiting. He holds them off with his faith. But it falters and the haemovores destroy him.
The ULTIMA finally finishes printing out names. A burst of green energy strikes Judson, knocking him to the floor. The Doctor arrives and Millington tells him the chains have been shattered. Judson rises from the floor. His eyes glow and he announces that he is ready to play the contest again with the Time Lord…