The woman begs the Doctor to stop Lasky. But Lasky returns and sedates the woman while Doland drags the Doctor and Mel out. Donald explains that the woman is Baxter, his assistant. A speck of pollen penetrated a scratch, causing her mutation. They are hoping to cure her on Earth.
Rudge and a guard return and arrest the Doctor and Mel. They take him to the Commodore.
The Valeyard wonders why the Doctor is flouting authority.
The Commodore plot his course closer to the black hole. He then confronts the Doctor.
Janet reports that Kimber is missing. She and Rudge investigate his quarters but he is gone. They decide to search the ship. As they leave, Mel ventures in and finds a leaf identical to the one from the pods.
Leafy humanoid creatures drag Kimber's body through the duct and place it in a pile with the guard and Edwardes.
The Doctor explains the situation to the Commodore, who agrees to let him continue his investigations. He has asked Earth about Hallett's mission, but they have refused to give any information.
Janet and Rudge fail to find Kimber. Rudge is called over by the Mogarians, who want to know what is happening.
A guard is investigating a noise when two of the aliens close in on him. They fire stings from their hands and kill him.
Doland finds Bruchner destroying their notes. Bruchner tells Doland that Kimber is dead and continues to destroy the notes. Doland locks him in the lab and then goes to Lasky. She agrees to talk to Bruchner.
Mel asks Doland about the pods. He claims they are husks of giant fruits. After he leaves, Mel hears noises from the ducts. She places a headphone in the grating and listens on the control panel. She hears a voice saying that the "animal-kind" must not know about them if they are to all be killed.
She is suddenly attacked from behind and knocked out. She is placed in a waste disposal bin and wheeled out as the Doctor arrives at the gym. He finds the console recording and listens to it. He realizes what has happened and races to the waste disposal centre. He stops her from being killed in the nick of time.
The Commodore blows up at Travers about his failings. The creatures continue to pile up bodies.
After finding the audio recording stolen, the Doctor goes to the hydroponics centre while Mel checks Janet's quarters.
The Doctor is shown to have smashed up the communications room with an axe. In the courtroom, he stop the recording. When he reviewed the evidence, it was the murderer who destroyed the communications room. The Valeyard mocks him for accusing the Matrix of being wrong. The Doctor has no choice but to continue.
Mel is investigating Janet's quarters when one of the aliens breaks in.
Lasky is furious with Bruchner, telling him he is standing in the way of a great scientific advance. He realizes that she is too egotistical to see the danger and decides that the only way to stop her is to destroy the ship. He knocks her out and races out past the Doctor.
The creatures - who call themselves Vervoids - decide they must kill Bruchner so that they can reach Earth.
Bruchner knocks out a guard and take his weapon.
The Doctor helps Lasky recover and confronts her about her work and lack of ethics. But she simply tells him to stop Bruchner.
A vervoid ransacks Janet's apartment while Mel hides in the shower.
Bruchner forces the Commodore off the bridge and seals the doors. He then operates the controls, changing course toward the centre of the nearby black hole.
The Commodore sends for a lance to cut the door open.
The ship begins to shake as it closes in on the black hole. Bruchner stands and gazes into the swirl of light as the ship plunges to its doom…