One of the Chancellery guards tries to shoot down a Vardan but his weapon is useless and they kill him. The Doctor says he met the Vardans and knew of their plan even before his induction. While Leela prepares to start a rebellion with Rodan, the Doctor sends the High Council back to their quarters and demands to know if Borusa redecorated his office. The Vardans congratulate the Doctor but demand that he find the missing Great Key.
The Doctor meets in his Presidential office with Borusa and reveals that the decorations he demanded are made out of pure lead… which blocks mental transmissions. The Doctor has been using his behavior to shield his thoughts from the Vardans, pointing out that the Time Lords are too single-minded to block their minds.
Andred confronts Leela and Rodan, and is suspicious of what happens. He eventually agrees and notes that Kelner is having his rivals locked up, but resolves to remain in the Citadel while Leela and Rodan go outside to seek help. Rodan is overwhelmed by the natural setting but Leela is in her natural environment, while the Doctor notes he ordered her exile to keep her from giving anything away to the Vardans.
While Kelner assigns a personal guard to the Doctor (under his command), Leela and Rodan meet the Sheboygans, violent Time Lord outsiders who have fled the Citadel. The women are taken to their leader, Nesbin, who is willing to accept Leela but is skeptical of Rodan's ability to survive.
The Doctor and Borusa go back to see the Vardans while K9 links with the TARDIS. Borusa defies the Vardans who torture him briefly. The Vardans reveals they are not yet ready to fully materialize until the Doctor completely subjugates the Time Lords. The Doctor gets Kelner to put down any resistance and makes him Acting Vice President. The Doctor suggests to the Vardans that they exile any rebels rather than kill them, to discourage anyone else, and the Vardans approve. The Doctor continues to try to encourage them to materialize, but they refuse until he dismantles the quantum force field around Gallifrey. The Doctor warns that the entire planet could vaporize if he messes it up but the Vardans insist.
Nesbin explains how they dropped out of Time Lord society while Andred starts taking the exiles out while warning them he's part of the rebellion and Rodan and Leela are out there to help them. He then gathers some loyal men to launch an attack on the Doctor. The Doctor ducks Kelner's guard and goes into the TARDIS. Andred and his men take out the guard while the Doctor gives the Presidential Coronet to K9 to aid him in his efforts. Andred comes in and prepares to execute the Doctor as a traitor…