Phoenix - Episodes 1, 2

Revision Date: 28 August 2000

This story was never completely finished.  However, most of the
important parts are extent.  Parts of the script that were never fleshed
out are here presented in ((double parenthesis)).

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Doctor Who: Phoenix
A television script in six episodes

Story Copyright 1991, 1994 Douglas B. Killings; All rights reserved.
Additional revisions, August 1998.

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Episode One
Dark Reunion

"Let anger now be your song..."
-- Homer, The Iliad

Opening scenes: While visiting a distant planet (possibly the planet
from the previous episode), Ace comes down with a disease that the
Doctor finds rather familiar. Aboard the TARDIS, he makes a diagnosis:
Lazar's disease. Not taking any chances, he wheels out a medi-doc, a
sort of suspended-animation thing on wheels.

ACE
What's that?

THE DOCTOR
A top-of-the-line Maas Biolabs Medi-doc. It should check the spread of
the disease until we can get help.

The Doctor opens the Medi-doc unit and motions for Ace to get in. Ace
looks at the contraption dubiously. Nevertheless, she crawls in. The
Doctor gives her a hand, then begins to examine the side control panel
when she is inside. Ace puts an electrode-headdress like contraption on
her head.

ACE
Perfessor, are you sure this thing is safe?

THE DOCTOR
Perfectly. You haven't a thing to worry about.

ACE
Why doesn't that make me feel better?

THE DOCTOR
Because you tend to mistrust everything I say.

ACE
And you think I don't have a good reason?

THE DOCTOR
(sounding a little annoyed)
Not really. You'd save us both a lot of trouble if you listened to me
every once in a while. Like now.

The Doctor pushes a few buttons and the medi-doc powers up. He closes
the lid and secures it shut. For a brief moment the power fades off, but
after a brief kick from The Doctor it goes back up again. Ace's eyes are
wide in terror.

THE DOCTOR
Nothing to be alarmed about. It always does that once or twice when it's
taken out of storage.

ACE
(from inside the medi-doc, a tinge of fear in her voice)
And when was the last time this thing was out of storage?

THE DOCTOR
Oh, maybe a century or so ago. Sweat dreams.

Before Ace can protest further, The Doctor pushes a few buttons and Ace
goes unconscious. The Doctor then examines the read-out and makes a few
adjustments.

THE DOCTOR
There, that should hold you. At least I won't have to worry about you
blowing up the lab again.

The Doctor goes to the TARDIS control console and begins pulling up
information on a computer screen. After a few moments he finds what he
is looking for and begins to make adjustments on the console. The
central column starts working, a sure sign the TARDIS is underway.

THE DOCTOR
Well, Ace, if we're going to find you a cure it would be best to go to
an expert... and I suppose it would be courteous to at least warn her
we're coming.

As The Doctor is about to begin sending a communication, the camera
zooms onto the console computer screen, and for a brief moment we see
the word "Terminus".

CUT TO: SFX shot of space.
A big ship appears, vaguely military in look. It is a mercenary assault
carrier, but looks like it has seen better days. As we watch the ship
slide through space, we hear a gruff female voice talking over the
radio. She sounds very perturbed.

FEMALE VOICE
Administrator, you are making this very difficult. Why should I allow a
search of my ship before docking?

CUT TO: Interior, flight deck of assault carrier.
A roughly 40's-ish woman, the gruff voice, is leaning against a control
console and talking to a television screen. She is GERA TERUKA, captain
of the ship and leader of the mercenaries. On the screen is a much
younger woman, looking very business-like but slightly annoyed. She, of
course, is NYSSA, now Administrator of Terminus Station.

NYSSA
Captain Teruka, ordinarily I can't even allow armed vessels of any sort
within ten units of Terminus Station. You know the Accords. Terminus is
a neutral, free station. Military vessels of any sort are forbidden by
inter-galactic law.

GERA
Administrator, I have 278 cases of Lazar's onboard my ship, half of
which are already beyond stage two. I've already had almost forty
fatalities just getting here. Do you want me to lose another forty more
while I wait for your inspection team?

CUT TO: Interior, Nyssa's office on Terminus.
At Nyssa's side stands a slightly younger woman, her SECRETARY. In the
room is also a much older man, dressed in the uniform of Terminus
Security. His name is GAIRLEK, and he is Terminus' Chief of Security.
Nyssa mulls over the problem presented by Gera.

NYSSA
Captain Teruka, I understand your concern, and if there is any way I can
speed things up I will do so. But you must understand our problem as
well. Terminus is far too important to allow to fall into anyone else's
hands, and we've already had to repulse two such attempts in the past. I
will not allow even the possibility of a third.

GERA
(from video screen)
Ma'am, my troops aren't in any condition to stand on their own, let
alone fight. If you don't believe me, come see for yourself.

NYSSA
That's quite unnecessary. I've already read the initial reports.

Gairlek coughs, and Nyssa looks up at her security chief.

GAIRLEK
Ma'am, might I suggest that we search the patients as they board the
station, then inspect their ship afterwards. They can't smuggle weapons
through our security system, and should the ship prove hostile we can
deal with it.

NYSSA
Does that sound satisfactory?

CUT TO: Interior, flight deck of assault carrier.

GERA
No, but it's the only option you've given me that works.

CUT TO: Interior, Nyssa's Office on Terminus.

NYSSA
Then you are clear to approach no closer than ten units distant, at
which time you will be met by our security ships and escorted to
Terminus. You are to follow their directions completely; any deviation
will be viewed as an act of hostile intent and will be handled
accordingly. Is that understood?

GERA
(from desk communicator; sighing)
Understood. Our ETA is six hours, fifteen minutes. Blackbird out.

NYSSA
Terminus out.
(To Gairlek)
Are you certain they do not pose a threat?

GAIRLEK
Our medivac team reports they definitely have the contagion onboard. If
it is a ruse, they've gone to awfully great lengths. But don't worry; we
can handle anything they might throw at us.

While Gairlek is speaking, there is a beeping noise off-camera. Nyssa's
secretary goes to answer it.

NYSSA
(shaking head)
I hope you're right... There's still something I don't like about this,
but alright. Make certain before they dock they pose no threat...
understood?

GAIRLEK
Yes, ma'am. Understood

The secretary returns.

SECRETARY
Umm... Administrator. There's a communication here you should look at.

NYSSA
Oh? Put it on my screen.

Nyssa turns to read her screen. There is a look of obvious surprise on
her face -- and a bit of pleasure.

GAIRLEK
Something wrong?

NYSSA
(chuckling to herself)
Oh no, far from it.
(she turns to Gairlek)
Just someone coming for a visit.
(she smiles)
An old friend...

CUT TO: SFX, space.
Another spaceship hanging in space. It is smaller, leaner, vaguely
hawk-like in appearance. It too looks like it has seen better days.

CUT TO: Interior, flight deck of smaller ship.
The flight deck of this ship is far more compact than that of Gera
Teruka's assault carrier. It is cluttered with cockpit-style instrument
boards, computer screens, and various other electronic devices. There is
a pilot's station in the front, with a large, bulky seat equipped with
heavy straps. Significantly, this station also contains a number of
obviously weapons-related controls. There are two crewmembers on the
flight-deck, a man and a woman, both of whom look to be roughly late
twenties or early thirties, although the woman may be a few years
younger. The woman -- VIK -- is bent over a computer screen and looks
rather perturbed. The man -- KAL -- is standing nearby.

VIK
Oh dear. Kal, you'd better come and look at this.

Kal goes to Vik.

KAL
What's up, Vik?

VIK
(pressing a few buttons)
I'm not sure, but I think I've just detected the time-wake of a TARDIS.

KAL
(alarmed)
Uh oh. Any idea whose?

VIK
(pause, examining screen)
I think it may be The Doctor's.

KAL
(shaking head)
Great, just great. That's all we need now.

VIK
(sighing, shaking head)
I suppose it was inevitable we'd run into him sometime. You're right,
though -- this does muddle things somewhat. I wonder what the Captain
will think?

KAL
I don't think he'll like it one bit.
(he turns to a speaker on the console)
SELDON, are you there?

From above, a computer-esque voice is heard. It is SELDON, the ship's
artificial intelligence.

SELDON
Affirmative.

KAL
Wake-up Captain tel-Varesh and tell him to come to the flight deck,
immediately. Tell him, uh, something's come up.

SELDON
Affirmative.

KAL
(to Vik)
The Doctor could ruin everything, you know. No matter what our
reasons... he'd still call it murder.

Vik considers this, but says nothing. Kal leans over and tears a
computer print-out. As he does so there is a `whoosh', and the door to
the flight deck opens. The camera centers on Captain tel-Varesh's back;
we do not see his face, nor does he talk. He does, however, appear to be
roughly the same age as the other two. Kal hands him the computer
print-out.

KAL
Bad news, sir. It looks like The Doctor's on Terminus.

Captain tel-Varesh briefly examines the print-out, then angrily crumples
it.

The TARDIS arrives on Terminus and is met by Nyssa. The Doctor explains
what has happened to Ace and a medical team wheels her out. Nyssa begins
an examination of Ace.

CUT TO: SFX, space.
A shot of Terminus. A voice, Kal, is heard over the radio.

KAL
Affirmative, Terminus control. This is free-merchant vessel Dublin
Again, six weeks out of Pell Station. We request clearance for docking
approach.

TRAFFIC CONTROL
Affirmative, Dublin Again. You are cleared for docking at bay
twenty-eight. Once docked, please standby for ship inspection and
boarding clearance.

CUT TO: Interior, a Terminus room.
On one wall is a docking hatch, from which emerges Kal, Vik, tel-Varesh,
and several Terminus security guards. The three crewmembers are wearing
loose-fitting jackets; tel-Varesh is wearing a distinctive black
flightsuit and a black helmet with a dark-glass faceplate, obscuring his
face. They are met by Gairlek and several more Terminus security
personnel. The three hand Gairlek identification and other papers. As
they do, one security guard (from the ship) -- SALAZAR -- approaches
Gairlek and salutes. His name is displayed prominently on his uniform.

SALAZAR
Sir! Inspection complete. All weapons are stowed and deactivated, no
other contraband detected.

Gairlek examines the three and their identification.

GAIRLEK
Your purpose on Terminus?

KAL
We've been contracted to pick-up medical supplies: Lazar-serum, and the
like. The purchase order should be there.

GAIRLEK
(examining papers)
Yes, I see... Is that all?

KAL
Well, that and stretching our feet, really. We haven't been off our ship
in more than a month.

GAIRLEK
(looking at papers and the three skeptically)
Pell station, eh? You three look to be an awfully long way from home.

KAL
(shrugging)
It's a living, I suppose.

GAIRLEK
(indicating tel-Varesh)
What's the matter with him?

KAL
He took a plasma-bolt to the face a few months ago; hasn't quite healed
yet. The medics say he might never. Believe me, you really don't want to
see him without the helmet.

Gairlek examines tel-Varesh from head to shoulder.

GAIRLEK
Hmmm. You know, we do have doctors who might be able to help.

Tel-Varesh slowly nods. When he speaks, his voice sounds distinctly
distorted and unnatural, as if he were speaking through a voice
synthesizer in his helmet. It is also even and business-like, with very
little emotion.

TEL-VARESH
Unfortunately, most procedures require use of Quadro-seema, which I am
severely allergic to.

Gairlek shrugs, but decides to let them board.

GAIRLEK
Well, your papers seem to be in order. I suppose there's no sense in
delaying you any longer.
(he hands identification to Vik)
Marie Curie...?
(hands identification and papers to Kal)
Enrico Fermi...?
(handing identification to tel-Varesh).
and, Paul Adrien Maurice.  The three of you are only authorized to enter
green and yellow areas. If you are found elsewhere without
authorization, you will be subject to arrest, detention, and
deportation. Do you understand?

The three agree.

GAIRLEK
All right, then. Have a good stay on Terminus, what there is of it.
Lodging can be found on levels one and two, food on level three.
Anything else you might want, ask around. We're all here to help.

The three depart. After they have left, Gairlek motions for Salazar.

GAIRLEK
(whispering)
Try to keep an eye on those three. There's something not quite right
about them.

CUT TO: Interior, a Terminus corridor.
Kal, Vik, and tel-Varesh are moving rather quickly down the corridor.
There are many other people -- some patients, some Terminus employees,
some nondescript others -- moving with them.

VIK
We're being followed...

KAL
I noticed. Not very good at hiding it, is he?

A throng of people come between them and their pursuer. Tel-Varesh
motions toward a side corridor.

TEL-VARESH
Down there. Quickly...

The three enter this corridor, then quickly take another. They lose
Salazar and find a safe place to talk.

VIK
Friendly hospital, this. It's practically an armed camp.

KAL
After what BioGen did to it, I'm not surprised. They're still not happy
about losing this place.

Kal takes out a communicator from his belt and speaks into it.

KAL
SELDON, are you there?

SELDON
(from communicator)
Affirmative.

KAL
Lock on our position and transmat.

SELDON
Affirmative.

CUT TO: Interior, the small spaceship.
The camera centers on a gunrack, in which are locked a large number of
weapons. Three small-to-medium guns begin to dematerialize, along with
some miscellaneous electronic instruments attached to a belt, which have
been nonchalantly draped over the gunrack.

CUT TO: Interior, a Terminus corridor.
The gear materializes in front of them. The three each pick up a weapon
and sling them underneath their jackets. Kal takes the belt, but hands
one instrument to tel-Varesh.

KAL
Here, sir. You'll need this.

VIK
(grim-faced)
Are you sure this is really necessary? We could at least try talking
with The Doctor... We don't have to tell him everything.

TEL-VARESH
He'll figure it out. He isn't stupid, you know. Besides... the moment he
finds out I'm here he'll start asking questions. That's something we
can't afford at the moment.

VIK
(skeptically)
We can't? Or just you?

KAL
Leave it alone, Vik. You know he's right. Right now The Doctor is more
of a threat to this than anyone else.

TEL-VARESH
Vik... if that Bastard really is here, and there's no other way to get
the task done, I'll be the first to walk up to The Doctor and shake his
hand. But as long as there's the possibility we can get this done before
he knows what's happened... well, I'd rather take my chances against an
army of Daleks than to go up against The Doctor when he has his mind
made up.

VIK
I'll make sure to remember you said that. If you ask me, you're making a
big mistake. But... very well. What now?

TEL-VARESH
You see what you can find out on the lower decks, working your way
upwards. I'm going toward the upper levels. If you see or find any sign
of our target, tell me immediately. Got it?

KAL, VIK
Yessir...

TEL-VARESH
All right, then... move out.

CUT TO: Interior, a Terminus corridor.
Salazar is busy looking for Kal, Vik, and tel-Varesh. He has doubled
back toward where the three lost him. Suddenly, from down another
corridor, comes a crash, a loud curse, then a strained male voice.
Salazar turns to investigate.

MALE VOICE
Hey, can you give me a hand over here?

Salazar shrugs, but goes to investigate. He cautiously walks down a
corridor toward the voices. At the far end he finds a single man --
FABIO BAUM -- grinning.

SALAZAR
Sure. What do you need?

FABIO BAUM
Oh, nothing much...

Two men suddenly appear behind Salazar. They silently attack him.

FABIO BAUM
Just your life... and your uniform, of course.

((Nyssa pronounces Ace's infection as "early, but not serious". She
prescribes a new treatment that she has developed, saying "it should
have her up in no time". While Ace is recuperating, The Doctor, very
impressed with his former companion, gets filled in on the ten or so
years it has been since she left the TARDIS. Most of the original group
from "Terminus" have all gone their separate ways -- Valgard has
retired, naming Gairlek his successor; Kari is still pirating and "drops
by every once in a while"; the Garm disappeared one day and has not been
seen or heard of since; and Olivr "got tired of the station and went
back home" (NOTE: There should be a slight tinge of regret with these
words). Nyssa, meanwhile, has managed to get Galactic opinion on her
side and have Terminus declared an independent medical facility, with
it's own finances and charities. BioGen, which owned Terminus Inc.,
still covets the place, but is unable to make it's claim stick due to
heavy public sentiment against them. Meanwhile, unbeknownst to either of
them, Kal, Vik, and the mysterious tel-Varesh are lurking their way
through Terminus, intent on finding their "target". Kal and Vik almost
stumble into Fabio Baum, and are immediately alarmed -- even more so
when they realize he is wearing the uniform of Salazar, the security
officer who was following them. They KNOW something is up. While this is
happening, tel-Varesh is attempting to reach some of the upper levels
through a very public corridor -- one where lots of other people and
aliens are moving about. At the other end of the corridor, Nyssa and The
Doctor are continuing to catch up on their lives.))

The Doctor and Nyssa continue talking. As they walk, at the far end of
the corridor (the direction they are traveling), tel-Varesh rounds a
corner. He freezes suddenly as he sees the two.

NYSSA
Oh, it's not all bad. I still get into the lab a few times a week and
work on some of my projects, continue my research.

THE DOCTOR
But Administrator for the entire station... Somehow that doesn't sound
like you.

Tel-Varesh begins to -- slowly -- walk toward them. He seems to be
listening very carefully. They do not take any special notice of him in
the crowd.

NYSSA
(shrugging)
I didn't plan on it. I didn't even want the job when they offered it to
me. But someone had to do it, and after the mess BioGen made of this
place... well, I didn't want to see all that work destroyed for lack of
decent organization.

THE DOCTOR
Any regrets?

Tel-Varesh walks past them, trying not to look too obvious. The Doctor
frowns slightly but does not seem to give any special attention to him.

NYSSA
(sighing)
A few, I suppose. Life doesn't always work out the way you plan it. But
all things considered... I suppose you just learn to take happiness
where you can find it.

THE DOCTOR
How true. I just wish the rest of the universe were that reasonable.

Once the two are safely behind him, tel-Varesh ducks into a
side-corridor. There, he cautiously peers around the corner, carefully
taking one last glimpse of the two.

NYSSA
It would make things a lot easier, wouldn't it?

THE DOCTOR
(voice trailing off)
Yes, I suppose it would at...

Out of the corner of his eye, The Doctor notices tel-Varesh just as
tel-Varesh brings his head back. The Doctor stares for a moment, puzzled.

NYSSA
Something wrong?

THE DOCTOR
I don't think so, but... that man who just passed us, the one in the
helmet. Did he seem a little peculiar to you?

NYSSA
Not especially. We get all kinds of people here, after all. Why, do you
think there's something the matter?

THE DOCTOR
Probably not. Maybe I'm just getting paranoid in my old age, but...
there seemed to be something rather odd about him...

Nyssa considers for a moment, then pulls out a communicator.

NYSSA
Administrator Nyssa to Security Chief Gairlek.

GAIRLEK
(from communicator)
Gairlek here.

NYSSA
Can you report to my office as soon as you can?

GAIRLEK
Is it important?

NYSSA
I'm not certain... It's probably nothing, but it might be best to make
sure.

GAIRLEK
Alright, I'm on my way. Gairlek out.

THE DOCTOR
(shaking head)
It's probably nothing to worry about...

NYSSA
(slight grin)
Oh no, Doctor. I know you too well. Whole star systems begin to tremble
whenever alarm bells go off in your head.

The Doctor laughs. The two head for Nyssa's office.

CUT TO: Interior, a Terminus corridor.
Tel-Varesh checks from side to side to make sure there is no one else
around. He can be heard muttering to himself.

TEL-VARESH
Damn, damn, DAMN!!!

There is a beep in his helmet. Tel-Varesh taps one side.

TEL-VARESH
Tel-Varesh here...

CUT TO: Interior, a Terminus corridor.
Kal and Vik are watching the bogus security guards intently.

KAL
Sir, we've got a big problem. Gera's here, or at least nearby.

CUT TO: Interior, a Terminus corridor.

TEL-VARESH
(alarmed)
Are you certain?

CUT TO: Interior, a Terminus corridor.

VIK
Very. We just saw Fabio Baum and two others I know are Gera's people.
Fabio's wearing the uniform of the security guard who followed us.

KAL
Fabio's her point-man, sir. Something must be going down -- and soon.

CUT TO: Interior, a Terminus corridor.

TEL-VARESH
Well, that beats my problem... There's someone else here who can
identify me. Another old acquaintance.

CUT TO: Interior, a Terminus corridor.

VIK
Orders, sir?

CUT TO: Interior, flight deck of assault carrier.
Gera Teruka is leaning against the console again, listening intently.
There is a slight smile on her face. A communications officer is seated
at the console.

TEL-VARESH
(from console)
Keep your eye on Fabio and the others. Watch their every move. Tell me
immediately the moment they do anything.

VIK
(from console)
What about you, sir?

TEL-VARESH
(from console)
It appears... I'm going to have a long talk with the Doctor after all.
Tel-Varesh out.

CUT TO: Interior, a Terminus corridor.

TEL-VARESH
(to himself)
Somehow I never expected it to happen this way... Now, how the hell do I
do this?

CUT TO: Interior, flight deck of assault carrier.

GERA
(to Communications Officer)
Did you get a fix on their positions?

COMMUNICATIONS OFFICER
Yes, ma'am. Levels four and nineteen. Shall I order a team to intercept
them?

GERA
No, it's too close to operation commencement. Warn the reconnaissance
teams, though. Discreetly. We don't want the fool and his friends alerted.

COMMUNICATIONS OFFICER
Yes, ma'am.

Gera turns away and heads toward the front of the flight deck, where a
certain black-suited figure is standing. We only see his back, but it is
very familiar. He is watching the stars, contemplating.

GERA
Sir! I'm afraid we may have a problem. It appears tel-Varesh is on Terminus.

The figure laughs, then turns around to face Gera. As he turns around,
the camera holds on his face, revealing...

THE MASTER
Really? So the fool has come as well? How amusing...
(laughter)
My, my... it seems we have something of a reunion in the works, don't
we? A rather unexpected reunion...

Camera centers on a tight shot of The Master.

THE MASTER
But this time, Doctor... you and your friends won't walk away so easily.

The Master snickers.


End episode, roll credits.

------------------------------------------------------------------------

Episode Two
Shadows of the Past

"And I looked, and beheld a pale horse; and his name that sat on him was
Death..."
-- Revelations 6:8

RECAP OF PREVIOUS EPISODE:

SCENE: Interior, flight deck of assault carrier.

GERA
(to Communications Officer)
Did you get a fix on their positions?

COMMUNICATIONS OFFICER
Yes, ma'am. Levels four and nineteen. Shall I order a team to intercept
them?

GERA
No, it's too close to operation commencement. Warn the reconnaissance
teams, though. Discreetly. We don't want the fool and his friends alerted.

COMMUNICATIONS OFFICER
Yes, ma'am.

Gera turns away and heads toward the front of the flight deck, where a
certain black-suited figure is standing. We only see his back, but it is
very familiar. He is watching the stars, contemplating.

GERA
Sir! I'm afraid we may have a problem. It appears tel-Varesh is on Terminus.

The figure laughs, then turns around to face Gera. As he turns around,
the camera holds on his face, revealing...

THE MASTER
Really? So the fool has come as well? How amusing...
(laughter)
My, my... it seems we have something of a reunion in the works, don't
we? A rather unexpected reunion...

Camera centers on a tight shot of The Master.

THE MASTER
But this time, Doctor... you and your friends won't walk away so easily.

The Master snickers.

*****

THE MASTER
I'm sorry, I suppose I shouldn't laugh. It just seems so horribly
amusing that so many coincidences should be happening at once.
(sigh)
Oh well, I suppose it is to be expected... The Doctor seems to have an
aura conducive to improbabilities.

Gera shakes her head

GERA
Sir, tel-Varesh is dangerous. He should be neutralized at the earliest
possible moment. Between him and The Doctor they could easily disrupt
all our plans.

THE MASTER
The Doctor is who we should be worried about; the fool is merely a
nuisance. Yes, yes, I know you hold a grudge against him...

GERA
It's not just a grudge...

THE MASTER
Whatever... In the greater scheme of things he is entirely irrelevant.
The Doctor, on the other hand, is always a threat to watch for.

GERA
The Doctor isn't trying to kill you.

THE MASTER
Neither will the fool ever succeed.

The Communications Officer approaches Gera and The Master.

COMMUNICATIONS OFFICER
Sir! Madam! Terminus fighter craft are approaching to escort us in.

GERA
(to The Master)
General?

The Master squares his shoulders and faces the Communications Officer.

THE MASTER
(To Gera, smiling)
Commence operations, Captain.

((As The Master & Gera prepare their attack, tel-Varesh discreetly shadows
Nyssa and The Doctor. Oddly, he seems reluctant to approach them. The
Doctor notices him and is very alarmed. Meanwhile, Ace's treatment is
successful, and she is pronounced cured. Still, she needs a few medical
check-ups, and Nyssa decides to take her for some tests in one of the
labs "on level 19". The Doctor and Gairlek, on the other hand, corner
tel-Varesh on level 18. They are just about to put him under arrest and
take off his helmet when the whole station shakes with an explosion. The
Master & Gera's plan is now being initiated: As Gera's assault carrier
approaches Terminus under escort, it fires on the fighters, destroying
them. Meanwhile, Fabio Baum and his team seize the control center. They
seal off the lower sections of the station (where most of the crew,
patients, and visitors are) and blow the hatches on levels 16-18 to
bleed out the oxygen. As confusion and panic spread, Gera's mercenary
troops materialize all over the station. Levels 1-15 are flooded with a
cryogenic gas, putting most of the station population in suspended
animation. While this is happening, Kal & Vik try as much as possible to
stop Fabio but are unsuccessful; they flee toward one of the upper
levels. On level 18, the sudden decompression catches everyone
off-guard; in the confusion, tel-Varesh escapes, but not before saving
The Doctor and Gairlek from being blown out into space. He eventually
manages to link back up with Kal & Vik. Nyssa & Ace, too, escape. While
The Master and Gera consolidate their hold on Terminus, The Doctor
overhears The Master order one group of mercenaries to come with him and
"secure the old bridge". The Doctor is alarmed; he and Gairlek head for
the old bridge. "I know the way there." he tells a disbelieving Gairlek.
Meanwhile, Nyssa and Ace run headlong into a group of the mercenaries,
who are apparently looking for Nyssa. They are so intent on finding her
that they take little notice of Ace, who escapes. The Mercenaries
communicate to their superior.))

MERCENARY #1
(to communicator)
Yes ma'am, we have her.

GERA
(over communicator)
Then escort her to the control center. The general wants her brought to him.

As they are speaking, they are unaware that a black flightsuited figure
is now slowly advancing on them. Nyssa suddenly notices tel-Varesh, but
is unsure of what is happening until a single finger goes to his helmet,
the universal sign of `keep quiet'.

MERCENARY #1
(to communicator)
Affirmative. We're on our way.

Mercenary #2 grabs Nyssa by the arm.

MERCENARY #2
Come on. The General wants a word with you.

Mercenary #2 hears a click, and turns to see tel-Varesh calmly pointing
a gun at his head.

TEL-VARESH
What a coincidence. I want a word with you.

From a grating above Kal and Vik drop, each with their weapons trained
on the two mercenaries.

VIK
Alright you two, drop them. NOW. Or you won't live to see next payday.

Suddenly outnumbered, the two mercenaries surrender.

TEL-VARESH
Vik, Kal -- search them, then tie them up.

Tel-Varesh holsters his gun, then turns to Nyssa.

TEL-VARESH
Are you alright, um, Administrator?

Nyssa looks at the three, unable to decide whether these new-found
allies are trustworthy or not. Still, there seems something rather
familiar about tel-Varesh...

NYSSA
Fine, I think.
(to Vik and Kal)
Who are you people? What is going on here?

VIK
We're friends, if you can believe that. Against a common enemy.

TEL-VARESH
Gera and her mercenaries have taken over most of your station,
Administrator. Decks one to fifteen have been flooded with cryo-gas, and
sixteen to eighteen have been spaced. They've shut down communications
and are occupying the control center.

NYSSA
What about my security force?

KAL
Dead or asleep, most of them. Gera bleeded out the oxygen on level
seventeen just as the take-over began.

TEL-VARESH
Your friend Gairlek escaped, though. I saw him running with The Doctor.

Nyssa looks at the three suspiciously, and at tel-Varesh more than just
suspiciously.

NYSSA
That still doesn't explain who you are, or what you're doing here.
(to tel-Varesh)
Or why you've been spying on us.

TEL-VARESH
That, I'm afraid, is a very long... Nyssa, down!

As tel-Varesh pushes Nyssa to the side, an energy-weapon's shot comes
from down the corridor, striking tel-Varesh squarely on the helmet. Kal
and Vik jump to cover and return fire. There is a brief gunbattle
between them and several mercenaries down the corridor, which ends with
the mercenaries running away. The two captured mercenaries are hit.
After the brief battle, Kal runs down the corridor momentarily in
pursuit, while Vik goes to her captain, who is now on his hands and
knees. Pieces of his helmet are lying before him. We still cannot,
however, see his face.

VIK
Are you alright?

Tel-Varesh nods affirmative. Kal returns.

KAL
Well, that kills it! The Master has got to know we're here!

The mere mention of The Master suddenly alarms Nyssa. She has had enough
surprises for one day and wants some answers.

NYSSA
The Master?!?! What does he have to do with this?
(to Kal)
Who are you people, and what is going on here?

Her back is to tel-Varesh, so she does not see him as he comes
unsteadily to his feet. But as he speaks -- his voice now unmuffled and
undisguised by the helmet mike -- she suddenly freezes. She knows that
voice... as do we.

TEL-VARESH
He's after Terminus, Nyssa -- and probably you as well.

Nyssa slowly turns, not willing to believe. Tel-Varesh, meanwhile, is
tipping his head forward and taking off the remains of his helmet. Once
off, he stands erect, to reveal...

ADRIC
And unless we start cooperating now things are going to get a lot worse.

End episode, roll credits.