The Doctor convinces Dask to cut the power linkages and the sandminer safely shuts down… and begins sinking. Dask goes to repair them on his own while the temperature rises. Toos gets a report that Uvanov is damaged and she confirms he should be locked up and repair teams sent out. As Leela binds Toos' wound, Poul reveals that Uvanov left a man to die outside while pursuing an ore site and the Company covered up the incident. Dask gets the motive units going and the sandminer rises up out of the sand.
As the crew recovers, the Doctor tells Leela to watch Poul, while he talks to the "dumb" robot she confronted earlier. After chatting with Leela for a bit, Poul leaves… and locks Leela in the cabin. Dask is examining the damaged robots and placing corpse markers. He leaves as Poul comes in, and Poul finds a damaged robot with blood on its hands and has a mental breakdown.
SV.7 comes in and gets new commands from a mysterious Controller, and is programmed with orders to kill.
D.84 examines Zilda's corpse and the Doctor confronts him, asking how he can talk and what kind of model he is. When D.84 says nothing, the Doctor threatens to go to SV.7 and D.84 speaks up.
The mysterious masked Controller is making alterations to a robot, saying he's bringing it "freedom" and using a Laserson probe on its CPU processor.
D.84 dismisses the Doctor's suspicions of a robot revolution and notes the Company put D.84 on board as a precaution as a warning against a "Taren Capel," an important scientist in robots who disappeared after making threats and was raised by robots. D.84 has accounted for the entire crew but the Doctor notes he's overlooked the possibility of substitution. They go to look for a secret workshop where Capel must be hidden.
SV.7 enters Toos' quarters… and wakes her up to reveal that Uvanov has escaped since his voice patterns were still in the computer. Toos asks for Leela to come and tend to her arm and SV.7 reluctantly obeys.
SV.7 meets with the other reprogrammed robots and hands out corpse marks and gives them their assignments to kill the remaining crew. Leela is still trying to get out when V.5 enters the quarters and approaches her. It's impervious to her attacks but she drops a tapestry on it and manages to get out the door.
The Doctor and D.84 find Capel's hidden chamber and realize the robots have been altered. D.84 provides him with a communicator to warn the others and the Doctor contacts the disbelieving Toos to tell her the robots are reprogrammed to kill. he tells her to get everyone to the Command Deck and secure the doors. She heads for the door only to be attacked by V.6. She traps its hand in the door but it detaches it and retreats, notifying the Doctor. D.84 goes to help her while V.6 works to reprogram the door lock.
Leela hides in the robot repair shop and finds Poul, who is cowering in terror and tells her to go away. He's clearly obsessed by the robots and afraid of them turning against him, thinking they're the walking dead. He panics and she's forced to leave him behind.
Uvanov makes his way through the ship and confronts the Doctor in the hidden workshop. V.4 appears behind the Commander and the Doctor advises him to move away. V.4 advances on the Doctor, his programmed victim…