Planet Zanak, unknown time. The Doctor and Romana are seeking the planet Calufrax where the second segment waits. They are in the right place and the right time… but on the wrong planet.

The Mentiads take the Doctor, Romana and Kimus to a reunion with K9 and Mula, where they set about trying to defeat the Captain.

The Captain and Xanxia work toward their secret goals. Both depends on the pirate planet consuming one more victim - Earth.