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(The DOCTOR, SUSAN and IAN stand in front of the latticed wall, IAN holding BARBARA'S travel dial.)

IAN: This is Barbara's travel dial.
IAN: Look! There's blood on it!
DOCTOR: Yes, I can't imagine why Barbara left of her own free will.
SUSAN: No, surely she'd wait for us.
IAN: (Insistent.) Of course she would!
DOCTOR: Well it seems there's only one conclusion. Whatever it is lives behind that door (He points at the latticed wall behind them.) must've taken her by force.
IAN: Well let's get inside!

(He rushes up to the doors.)

DOCTOR: No no no no, Don’t let us be precipitous.
IAN: Doctor, there's blood on this strap. That means she's hurt, maybe badly. We can't argue now, we must get inside!
DOCTOR: Yes, very well, very well, but I say...

(IAN manages to force the doors open.)

DOCTOR: (Protesting.) ...I'm sure it's a mistake!

(They stumble through and immediately a blinding white light and screeching noise fills the air. They clutch at their heads in agony.)


(When the light and noise die down they find themselves in a short avenue of statues and the room can be seen beyond. It is full of vases with exotic plants, statues, drapes and luxurious furniture. A huge carving of a bearded face dominates the rear wall. They look around in wonder.)

IAN: (Astonished.) I don't believe it!

(BARBARA is lying on a sofa dressed in Grecian type robes being waited on by two similarly robed female attendants. When she sees the others she sits up.)

BARBARA: Ian! Susan! I'm glad you're here!
SUSAN: Barbara! You're alright?

(She runs over to BARBARA and hugs her.)

BARBARA: Of course I'm alright. In fact, I'm a little better than alright!
SUSAN: But we saw your travel dial, there was blood on it.
BARBARA: I know, that was silly. I turned the dial and I seemed to be falling through space. I got frightened and tried to tear it off my wrist. Just scratched there, you see?

(She shows SUSAN her wrist.)

SUSAN: Oh, I see.
IAN: Well, I must say, quite a nice little place you've got here.
BARBARA: You haven't seen anything yet. (To the attendants.) Will you get some food for my friends?

(They nod and walk off.)

BARBARA: (In 'royal' tone.) You may be seated.
IAN: Your royal highness is most gracious.

(They sit down apart from the DOCTOR.)

IAN: Perhaps if your majesty will stop hogging the grapes we can all have some? (They laugh.)
BARBARA: Help yourselves.

(She passes him the fruit bowl.)

SUSAN: (Enthusiastically.) Hey, this is great!
IAN: Well what do you think about all this, Doctor?
DOCTOR: Oh, sensuous and decadent, but rather pleasant.

(He spots something in the fruit bowl.)

DOCTOR: I say is that, em, a pomegranate?
IAN: Yes! Here you are!

(IAN throws it to the DOCTOR and they chuckle.)

DOCTOR: Extraordinary!
IAN: Well, whatever we’d expected it certainly wasn't anything like this.

(SUSAN has noticed at pile of materials on one of the tables.)

SUSAN: Oh, those silks are gorgeous. (She runs over and picks them up.) Mmm, I'd love a dress made from one of these.
BARBARA: Well that's what they're here for. They asked me to choose the materials I wanted for my robes.
DOCTOR: Mmm, it's almost enough...

(He is cut off by the sound of a gong being struck. Several of the female attendants enter carrying a huge banquet of what appears to be a roast bird and various side dishes.)

BARBARA: Oh, It's magnificent!
IAN: It certainly is.
SUSAN: Hey, I'm starving! Mmm!

(SUSAN rushes back and tucks in. BARBARA notices that IAN is taking nothing.)

BARBARA: What's the matter, don't you like it?
IAN: No, I've just realised nobody's shown me the menu.
SUSAN: They've got everything here.
DOCTOR: Truffles, I do believe they're truffles! Well, well!

(He takes one.)

BARBARA: Go on Ian, have one.
IAN: No. See, I don't know the price yet.
BARBARA: (Protesting.) But we're guests here!
IAN: Oh, you've met the host, have you?
BARBARA: Yes I have and his manners are perfect.
DOCTOR: Mmm, so is his kitchen. Delicious!
SUSAN: (Looking up.) Hey, we've got a visitor.

(A young, dark haired MAN has walked in dressed in long elegant robes.)

IAN: (Cynically.) This is where we pay the bill.
BARBARA: Oh relax, Ian!

(IAN begins to stand as the MAN approaches.)

MAN: No, no, don't get up. I apologise for intruding but I wondered if there was anything you wanted.
BARBARA: There is one thing you could do. Tell us about this place, about your people. Who do we have to thank for all this?
MAN: You are in the city of Morphoton. Our people are perhaps the most contented in the universe, nothing they desire is denied them.
SUSAN: Oh, can I have a dress made from...?
DOCTOR: Susan…

(The MAN interrupts the DOCTOR before he can go further.)

MAN: No, no, please, let her go on.
SUSAN: Well I'd love a dress made from this silk, here.

(She goes over and shows it to him. The DOCTOR follows and rounds angrily on her.)

DOCTOR: Susan! I will not have you take advantage...
MAN: (Interceding.) She takes no advantage, truly. Our one wish is to fulfil your every need. She shall have the dress.
SUSAN: Thank you.

(She hugs the roll of silk.)

SUSAN: (Quietly.) Thank you.
MAN: (To the DOCTOR.) And you? Have you no wish, no great desire?
DOCTOR: Well er, yes, perhaps, but er... I'm afraid it's not quite as easy as giving Susan a dress out of that.
SUSAN: What is it grandfather?
DOCTOR: Well perhaps, um, if I had to choose, a well-equipped laboratory with every conceivable instrument. Yes, yes!
MAN: (Calmly.) It will be arranged.
IAN: (Astonished.) It will?! You mean he can have it?
MAN: Perhaps in the morning when you see the laboratory you will find our way of life easier to understand, to believe. Now, as it is late, I suggest you sleep. In the morning when you wake you will learn everything about Morphoton.
DOCTOR: Mmm. Well, we shall look forward to that.
IAN: Yes, and er, even if you're not serious about the laboratory we're, we're very grateful...
MAN: (With a slightly threatening undertone.) But I am serious. Goodnight.

(He walks out.)

BARBARA & IAN: (Bemused.) Goodnight.
DOCTOR: (Chuckling.) Mmm-hmm. Charming young man! Yes, charming. Mmm, I think a study of this culture is going to prove very, very fascinating. Hmm, Oh, dear me, I'm tired, you know.

(He lies down on one of the beds.)

BARBARA: I think the excitement's been too much for Susan, too. Come on.

(She helps a weary SUSAN to another bed. SUSAN drops off immediately.)

BARBARA: (To IAN.) Well you don't look very happy.
IAN: Me? No no no, not at all. I think it's all marvellous.
BARBARA: Not very convincing. I don't know what you want.
IAN: Perhaps it's my materialistic side. How rich and powerful do you have to be to give things away free?
BARBARA: Oh, now don't spoil it all for me!
IAN: (Laughs.) I didn't mean to do that.
BARBARA: You can't apply Earth standards, you just can't!
IAN: (Quietly.) No. It's certainly very different here. You noticed that man's eyes?
BARBARA: Well, what about them?
IAN: He didn't blink once.

(BARBARA looks sceptical.)

IAN: Am I being ridiculous?
BARBARA: Yes. They're just kind, hospitable people.
IAN: Yes.
BARBARA: Now try to get some sleep. You'll feel differently in the morning.

(She walks off and talks a bed of her own.)

IAN: (Sighs.) Suppose it could be worse.

(He yawns and lies down. They are all asleep now. Suddenly the eyes of the carved bearded face at the end of the room light up and the room is filled with a throbbing noise. A female attendant enters through a hidden door in the back. She is holding four disks, one of which she places carefully on the forehead of the DOCTOR. She does the same to IAN, SUSAN and BARBARA. However, as she goes, BARBARA stirs and the disk falls off. Suddenly the screeching noise heard earlier on returns. BARBARA clutches her head in agony and manages to resist for some time but is overcome and collapses onto the bed.)


(The DOCTOR, SUSAN and IAN are having breakfast at one of the tables. One of the female attendants approaches with a plate.)

IAN: Ah, morning.

(She deposits it and walks away without another word.)

IAN: Thank you very much.
DOCTOR: (Holding up a glass of juice.) Most refreshing.
IAN: Yes.
DOCTOR: Look at these exquisite glasses, Chesterton.
IAN: Mmm.
SUSAN: Can I have some orange juice, please?
IAN: Why not? Help yourself. There's plenty more.

(SUSAN pours some from the jug.)

DOCTOR: No now child, don't take it all. We must leave some for Barbara when she wakes up.
IAN: Yes, Barbara. She really is having a deep sleep, isn't she?

(BARBARA is lying asleep with a disturbed look on her face.)

DOCTOR: What's the matter?
IAN: Mmm? Oh this? (He scratches his forehead where the disc was placed.) Oh, I don't know, just a sort of mild irritation on the forehead, it's nothing at all.
DOCTOR: No, there's nothing there. I only mentioned it because I have rather a sore spot here myself.

(He also scratches the same place.)

IAN: Oh.

(One of the female attendants enters holding a dress.)

SUSAN: Oh, look! Look, grandfather, it's my dress! Oh, thank you!

(She takes the dress from over the arm of the attendant and unfolds it.)

SUSAN: Thank you.

(She shows it to IAN.)

SUSAN: It's beautiful, look!
IAN: This really is very elegant, Susan!
SUSAN: Can I show Barbara, can I wake her up?
IAN: Why not? She can't sleep all the morning.


SUSAN: Barbara! Barbara! Wake up, wake up.

(BARBARA wakes up and looks round with a shock. From her point of view, the room now looks dingy and lacks the lavish decorations from before. Her own dress is a drab dirty gown.)

BARBARA: What's happened?
IAN: (Leaning closer.) What's the matter?
BARBARA: Well, look. Look around you. Can't you see?
DOCTOR: I don't think she's properly awake. Susan, get me a glass of that fruit juice, will you?

(SUSAN pours a drink and gives it to the DOCTOR. He offers what now looks like a dirty mug to BARBARA.)

DOCTOR: Here, drink this.

(She smacks it out of the DOCTOR'S hands. It smashes on the floor.)

BARBARA: No, it's filthy!
DOCTOR: Now you've broken it.

(He retrieves the remains.)

IAN: (Concerned.) Barbara! What's got into you?
BARBARA: Why can't you see?!
DOCTOR: This is going to test our host's patience, you know, it's one of a set...
BARBARA: It's just a dirty old mug!…and the room. Why've they changed it?
SUSAN: (Quietly.) It's the same, Barbara.

(As far as SUSAN can see, the room is unchanged and a strangely behaved BARBARA is lying in a silken robe on a luxurious bed.)

BARBARA: No it isn't! (Insistent.) It isn't!

(She feels her clothing.)

BARBARA: And this terrible dress! And the furniture!
DOCTOR: What's happened to her?
BARBARA: (Hysterical.) Why can't you see it?
IAN: Barbara, Barbara!
BARBARA: It's all changed!
IAN: (Shakes her.) Come on now, get a hold of yourself!
SUSAN: Don't be frightened, Barbara.
BARBARA: Ian, try to see. Please! Try to see the truth.

(She lies back down in, as she sees it, her dirty robe in a dingy room.)

SUSAN: Don't be afraid. Look. Look, they've brought me my dress.

(She shows what appears to be a pile of cut-offs to BARBARA.)

BARBARA: It's dirty... dirty rags.

(SUSAN clutches at it protectively.)

IAN: (Shocked.) Barbara, these people are very kind to us. They've given us everything.
BARBARA: They've given you nothing.

(Her three companions view of the room is still a sumptuous chamber.)

BARBARA: I don't know what they've done to you, or why it hasn't worked on me, but I must find a way to show you, I must before it's too late.
DOCTOR: Ah, here comes Altos. Now, perhaps he can convince you.

(The young man, ALTOS comes over. BARBARA sees that his own robes now appear to have seen better days.)

BARBARA: (Appearing to be in her Grecian robes.) He knows it's failed on me.
ALTOS: (In his ragged robe, soothing.) What's the matter? Aren't you feeling well? Let me take you to our physicians.

(He offers his hand.)

ALTOS: Please, I only want to help you.

(He grips her. Her companions see her, dressed in her clean robes, break free and run off.)

BARBARA: (Angrily.) No!
IAN: (Shocked.) Barbara!

(He makes as if to follow but ALTOS holds up his hand.)

ALTOS: Please! Don't concern yourself. She's overwrought, I'll deal with it. You stay here.

(He walks off in silence.)


(BARBARA, definitely dressed in a dingy robe, finds herself in an empty stone-walled room. Looking around, she closes the door behind her. Soon footsteps are heard outside. She hides behind a pillar as ALTOS opens the door. He looks around quickly and, satisfied that there is no one there closes it again. BARBARA goes up to it but finds it locked. Sobbing, she collapses to the steps.)


(ALTOS approaches a door at the end of a stone walled corridor. He knocks and enters.)


(He steps into a futuristic laboratory contained within the darkened chamber. One of the female attendants, her hair unkempt and dressed in the plainest of robes stands by a table of scientific equipment. Dominating the scene are four tanks each containing a disembodied brain. These are the MORPHO brains.)

ALTOS: One of the women has resisted the power of the Mesmeron. She has escaped into the city.

(A deep, warbling voice emerges from each tank in unison.)

MORPHO: Who placed the disks?
ALTOS: The girl, Sabetha.
MORPHO: She has failed us and must be punished. Return now to the other three, reassure them about their friend. Take them to their... laboratory. In four hours we will give them the final exposure to the Mesmeron, they will be completely subjugated.
ALTOS: And what of the one that has escaped?
MORPHO: She has seen the truth and is beyond our control. Find her and destroy her.

(ALTOS bows and departs.)


(BARBARA hides back behind the pillar as the footsteps are heard again. The door opens and the girl, SABETHA is thrown in. It closes and the footsteps recede. Shortly afterwards BARBARA cautiously approaches SABETHA.)

BARBARA: You're the girl who put the disks on our foreheads.
SABETHA: (In monotone.) I made a mistake. I am to be punished.
BARBARA: (Desperately.) Tell me all you can about this place.
SABETHA: I am to be punished.
BARBARA: Listen to me. I believe you are under some deep form of deep hypnosis.
SABETHA: I am to be punished.
BARBARA: (Sighs.) Oh, what's the use?


(ALTOS leads the DOCTOR and IAN to a door.)

ALTOS: The physicians say she is in a highly nervous condition. She is now under deep sedation, she will soon recover.
IAN: Well, that's a relief. Perhaps we can visit her later.
ALTOS: Yes, of course.
DOCTOR: Yes yes, well naturally we're all glad that she's going to be alright, so, er, if there's nothing more we can do for her, I suggest we, er, we get a look at the, erm, laboratory. Mmm? Hmm.

(ALTOS smiles and opens the door with a flourish.)


(They enter a bare, whitewashed room with a single table in the middle. IAN gapes while the DOCTOR simply smiles.)

IAN: (Amazed.) I've never seen anything like it!
DOCTOR: Mmm, I think I shall find considerable scope here.
IAN: Doctor!

(IAN points at a corner.)

IAN: Isn't that a cyclotron?
DOCTOR: What? Oh, yes, yes, yes. A simple toy. I'm sure that will amuse you.

(IAN smiles at the DOCTOR’S slightly condescending attitude.)

DOCTOR: Mmm. Ah, now this might be helpful.

(He picks up a stained, broken mug.)

DOCTOR: Yes, if I can have instruments like these, I might be, er, able to overcome the fault in the time mechanism aboard the ship!
IAN: (Awed.) Oh, they really can do it, eh?
DOCTOR: (Engrossed.) Mmm.
IAN: They can give you anything you ask for.


(SABETHA is fiddling with something on a chain around her neck. It is one of the keys of Marinus. BARBARA, who is pacing around, notices.)

BARBARA: Where did you get this?
SABETHA: (Protectively.) It's mine!
BARBARA: I don't want to take it away from you. I just want to know where you got it.
SABETHA: They gave it me. My masters. It was the thing I desired most. It's mine.
BARBARA: But why? Why did you want it?
SABETHA: It's mine.

(BARBARA holds her firmly.)

BARBARA: Listen to me. Does the name Arbitan mean anything to you? Arbitan?
SABETHA: (Confused.) Arbitan?
BARBARA: (Desperately.) Oh please, please try to remember.
SABETHA: Arbitan. He sent me here. I was... (Struggling to think.) I... can't remember.
BARBARA: Is Arbitan your father?

(A fleeting look of remembrance crosses the girls face.)


MORPHO: Open the panel.

(The female attendant adjusts one of the controls on the table.)

MORPHO: They are sleeping soundly. Altos is placing the somnar disks. Already I sense their will beginning to weaken, memories fading. When they wake all resistance will have ended, they will remember her no more.

(ALTOS walks through the door and into the room.)

ALTOS: What are your orders for them when they have recovered?
MORPHO: The two men will join the working parties. We can use the younger one's strength for the haulage gangs. The old man is weaker but intelligent. Isolate him and put him to work on the scheme for increasing manpowers. As for the child, she must be trained rapidly. She will take the place of Sabetha, the one that failed us.
ALTOS: And what of the one that has escaped?
MORPHO: That is your responsibility. As soon as it is light a thorough search must be made. If you fail you will be killed. She must be found.

(ALTOS bows.)


(SABETHA is leaning on BARBARA’S shoulder.)

BARBARA: Concentrate Sabetha, please. Look, we're almost finished.
SABETHA: (Exhausted.) I can't remember any more. I feel so sleepy.

(BARBARA sighs. Suddenly the sound of footsteps returns and BARBARA hides again as ALTOS bursts in. He sees only SABETHA.)

ALTOS: You are to come with me.

(BARBARA seizes the opportunity to make a break for the door but ALTOS spots her. They struggle briefly but ALTOS gains the upper hand and throws her into the corner. Picking her up, he begins to strangle her. Suddenly SABETHA hits him over the head with a stool. He grunts and falls unconscious.)

BARBARA: Sabetha, I must find the others and try and convince them. If I succeed I, I'll come back for you.

(BARBARA runs out as SABETHA collapses through exhaustion.)


(BARBARA cautiously edges up the corridor. She hears a door opening and hides behind a pillar. She peeks out and sees it is IAN. She runs across to hug him.)

BARBARA: Ian! Oh, thank heaven I've found you. Oh, I thought they must have got to you. I thought... Ian?

(She notices how he does not react.)

IAN: (In monotone) You must be the one who escaped, the one they told me about.
IAN: I must take you to them.

(He grips her arm and takes her into the room he has just come out of.)


(IAN virtually throws her into the room which is the one containing the brain creatures. On the sight of them, BARBARA recoils in horror but IAN stands in the doorway preventing her escape.)

MORPHO: (To IAN.) So, she has been caught. You have done well and proved yourself worthy.
BARBARA: (Recoiling.) It's disgusting! Ian, can't you see how you're being used?
MORPHO: We are the masters of this place! Our brains outgrew our bodies, it is our intelligence that has created this whole city. But we need the help of the human body to feed us and to carry out our orders.
BARBARA: You use your people to act as machines for you.
MORPHO: Much more than machines. The human body is the most flexible instrument in the world, no mechanical device could reproduce its mobility and dexterity.
BARBARA: So, I'm to become one of your slaves?
MORPHO: No, you have seen the truth of our city, it is beyond our power to erase this from your memory. You must be destroyed. Kill her. Kill her.

(IAN places his hands around BARBARA’S neck.)

BARBARA: (Panicked.) Ian!
MORPHO: Kill her.
BARBARA: (Hysterical.) Ian! Ian!

(She manages to break free and grabs a vase from the table that holds the scientific instruments.)

MORPHO: Kill her. Kill her. (Shouting.) Kill her. Kill her!

(She hits the vase against the tanks. Only one of them breaks but she also breaks the glass tubes that connect the tanks to each other - it is enough. A scream emits from all of the tanks and each one collapses, silent. IAN staggers backwards with his hand to his head.)

IAN: Where are we? Where...? Barbara! Barbara!

(BARBARA hugs him.)

BARBARA: (Shaken.) It's alright Ian. It's alright now.


(IAN and BARBARA run down a corridor away from the sounds of a riot. As they enter the previously sumptuous chamber, they stop in the doorway and look back.)

BARBARA: They're burning the city!
IAN: Yes. I don't blame them. Trouble is they'll be up here soon.

(The DOCTOR follows them.)

DOCTOR: Taking their revenge, are they? Poor creatures.
BARBARA: Ian thinks we should get out of here as soon as possible.
IAN: Yes I do.
BARBARA: Where's Susan?
DOCTOR: Oh, we're all meeting here. She's bringing Sabetha and that young man, Altos. I've questioned him and there's no doubt about it - he's one of Arbitan's couriers.
IAN: They're coming with us?
DOCTOR: Yes, he's going with you, certainly. By the way I found these travel dials.

(He pulls them out of his pocket.)

DOCTOR: Those repellent brain things didn't appreciate their significance, fortunately.
BARBARA: (Curiously.) Doctor, what did you mean, “Altos is going with you”?
DOCTOR: I will explain it all in good time. Ah, here are the others.

(SUSAN, ALTOS and SABETHA turn up chatting.)

IAN: Good. Let's go then.
DOCTOR: No, wait. We have one key and there are three more to find.
SUSAN: Yes, Sabetha wants to continue the search with us.
ALTOS: I wish to join you too.
DOCTOR: Good idea.
ALTOS: I was sent by Arbitan, I and a friend called Eprim. Our plan was as follows - he would go ahead in search of key four and I would come here for the first.
IAN: Arbitan hadn't heard from either of you. Or anyone else for that matter.
DOCTOR: Well, we must presume something has happened to your friend Eprim.
ALTOS: It may just be that he couldn't reach the key. It lies somewhere in the city of Millennius.
DOCTOR: Ah yes, the place you mentioned, yes, the…highly civilised society. Now then, I've decided to adopt his plan.
IAN: What? You mean go two jumps ahead and try and find the fourth key?
DOCTOR: Mmm, yes, precisely. I shall try and find out what's happened to your friend Eprim, if he's alive, make contact with him and we can all meet again.
SUSAN: Do you know how to adjust the dial, grandfather?
DOCTOR: Yes, Altos has shown me how to adrust…adjust mine.
SUSAN: Yours? Well, aren't I coming?
DOCTOR: No, I, I think it better if you travelled with the main party, child.
SUSAN: But I want to go with you!

(He leads her gently away. While IAN and BARBARA get their dials ready.)

DOCTOR: Yes, yes, I know Susan, but don't you see it's better if we split our forces? You see, it's a very dangerous situation and the sooner we get on with it the better. For my part, I'll know you'll be well looked after. And as for me, well, I'm going to a well-ordered society and I think it's the best and speediest way, really.
SUSAN: Alright. Won't be for long though, will it? (She hugs him.)
BARBARA: I was wondering if we should fix the time to meet?
DOCTOR: Er…say five days.
IAN: Yes, that's not a bad idea. Perhaps you'd better give us another two just in case of possible delays.
BARBARA: Hope everything won't be as bad as this place.
DOCTOR: No, I hope not. Put these on please.

(He hands out more dials to ALTOS and SABETHA.)

IAN: Well goodbye Doctor and take care of yourself.
DOCTOR: Oh of course I will and you see you take good care of Susan.
BARBARA: Yes, we will.
ALTOS: Well I'm ready.
SABETHA: So am I. I wish you well, Doctor.
DOCTOR: Thank you, my dear, now off you go!
SUSAN: Goodbye grandfather.
DOCTOR: Goodbye my child.

(SUSAN disappears.)

BARBARA: (Irritated.) Susan! She should've waited for us.
DOCTOR: (Briskly.) Now quickly, you must go and follow her!


(SUSAN walks through a clearing in a jungle. Suddenly a bizarre, alien sound like screaming echoes out. SUSAN looks around, frantically, clutching her head.)

SUSAN: (Terrified.) Oh, stop it! Stop it!

(She falls to her knees.)

SUSAN: (Screaming.) Go away! Go away!

Next episode

Dr. Who

Ian Chesterton

Barbara Wright

Susan Foreman



Voice of Morpho

Title music by
with the BBC
Radiophonic Workshop

Incidental Music
composed by

Story Editor


Associate Producer


Directed by

(c) BBC tv

Transcribed by

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