The Doctor has K9 stun Andred while Kelner continues to cement his ties with the Vardans. Kelner's men take out Andred's rebels while the Doctor continues his preparations. Andred wakes up but is unable to use his gun since the TARDIS's field prevents weapon fire. The Doctor goes out and tells Kelner's men to find Andred, the ringleader of the assassination attack, then goes back in to tell a chagrined Andred what happened and that the TARDIS protect his thoughts. The Doctor explains he is trying to locate the Vardans' home planet and K9 is key to his plans.
Kelner suggests to the Vardans that the Doctor is acting strangely and the invaders admit they have their suspicions and plan to deal with him soon. The Doctor rigs Andred's helmet with a shielding device.
Leela and Nesbin try to train the exiled Time Lords in combat but it doesn't go well. K9 is still trying to locate the Vardan homeworld and the Doctor has no choice but to dismantle the force field to convince the Vardans he's sincere. The Doctor plans to tap into Rassilon's mind within the Matrix to get the knowledge necessary. Leela and Nesbin decide that only the Sheboygans should attack the Citadel.
The Doctor taps into the APC net and figures out a way to bring down the barriers. He goes to work and the entire planet starts to destabilize. He succeeds without destroying Gallifrey and goes back to meet with the Vardans to inform them he has made a hole in it. Satisfied, they fully materialize as human-type beings. The Doctor goes back to complete the dismantlement and one of the Vardans accompanies him. K9 and Andred go to complete their part of the plan as the Presidential Office, while Leela, Rodan, and the Sheboygans sneak into the Citadel.
The Doctor ducks into the shield office with Andred and K9 and his Vardan escort can't penetrate. The Vardans realize the Doctor has betrayed them and puts Kelner in charge, while Leela and the others try to find the Doctor and head for the office. The Doctor rigs the Presidential ornaments onto K9 while the Vardans have the guards try to break the office door down. The rebels kill the guards and the Vardans teleports away, and then Leela and the others try to break in. Andred lets them in and the Doctor reveals that K9 is tracing the Vardan signal back to their homeworld. The Vardans disappear before an astonished Kelner, and K9 implements a time loop locking the Vardans on their own planet. They go to the Panopticon to celebrate, but a new alien menace arrives: the Sontarans.