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Planet of the Spiders

Planet of the Spiders was the fifth and final story of Season 11 of Doctor Who. It was the final regular appearance of Jon Pertwee as the Third Doctor and the first (uncredited) of Tom Baker as the Fourth Doctor. This would also be Richard Franklin’s departing performance as Mike Yates, who also makes his final appearance outside of cameos.

The story was the first to use the term regeneration to describe the biological process that caused Time Lords to change in physical appearance and introduced one of the Doctor’s mentors, K’anpo Rimpoche, as a means to further explain the mechanic and cement it into the Doctor Who mythos.

Counting K’anpo’s regeneration along with the Third Doctor’s, this is the only one of the Doctor’s regeneration stories to feature a case of double regenerations, and the only televised story where more than one Time Lord regenerates.


Episode 1

In the English countryside, Mike Yates, discharged from UNIT and recuperating at a rural Buddhist meditation center, is concerned about a small group who meet secretly in the basement; he suspects they may be attempting to summon something evil through their meditation. Meanwhile, the Doctor is researching psychic energy and enlists the assistance of a clairvoyant, Professor Herbert Clegg.

His experiments backfire when Clegg’s fixation on the Metebelis crystal (which Jo Grant had recently returned to the Doctor) leads to his seeing giant spiders, and he dies of a fright-induced heart attack. Mike enlists the assistance of Sarah Jane, whose initial skepticism is erased after they are nearly run off the road by a hallucinatory tractor. Sneaking into the basement they see the group, led by Lupton, summon a giant spider (similar to the ones Clegg saw) into existence…

Episode 2

The giant spider melds with Lupton, and together they infiltrate UNIT and steal the blue crystal, leading to a lengthy chase involving the Whomobile, a small helicopter, a hovercraft, and a speedboat. The Doctor finally catches up to Lupton’s boat, but when he jumps on board, Lupton vanishes…

Episode 3

Lupton re-appears at the meditation center, secretly observed by the simple-minded handyman Tommy, who later steals the crystal to add to his collection of “pretties”. The Doctor and Sarah Jane investigate the meditation centre. Exploring the basement Sarah steps on Lupton’s mandala and is transported to Metebelis III, where a small group of humans are held in bondage by the giant spiders, who refer to themselves as the Eight Legs. The Doctor follows in his TARDIS to rescue Sarah Jane, but is incapacitated by the Eight Legs’ human guards…

Episode 4

On Metebelis III, the Doctor lingers in a coma. Tommy’s brain is healed when he looks deep into the crystal. Lupton becomes embroiled in a plot led by his spider host against the Eight Leg Queen. The Doctor recovers thanks to a machine Sarah retrieved for him from the TARDIS. In doing so, however, she is captured by the Eight Legs. Thrown into a cell with a man named Sabor, Sarah learns the history of Metebilis 3: the humans are descendants of survivors of a crashed spaceship, and the Eight Legs were common spiders onboard that became mutated by radiation from the blue crystals. The Doctor finds a type of stone which nullifies the effects of the Eight Legs’ energy rays, which the humans will use in their rebellion. The Doctor attempts to rescue Sarah Jane, but is captured again by the Eight Legs as well…

Episode 5

The Doctor escapes from his cocoon, and reaches the mouth of the cave of the Great One, who warns him not to enter due to the lethal radiation within. She orders him to return the blue crystal that he stole, and humiliates him by forcing him to march in a circle like a tin soldier via her psychic power. The Doctor is too overcome by fear to face her, and escapes with Sarah Jane back to Earth in the TARDIS. They meet the leader of the meditation centre, the Abbott K’anpo Rimpoche. Meanwhile Lupton’s followers, possessed by the Eight Legs, fire telekinetic force at Tommy, the only person standing in the way of their taking the crystal…

Episode 6

Sarah Jane is revealed to be under the control of the Queen, which explains how she and the Doctor escaped so easily. With the blue crystal, which Tommy had given to K’anpo, the Doctor is able to free her mind. The Doctor is astounded to discover an old friend; K’anpo is his former mentor, a fellow renegade Time Lord now enjoying peaceful exile on Earth. The attack of Lupton’s followers is repulsed with the help of Tommy, but K’anpo is injured and forced to regenerate by merging with his assistant, Cho Je, who was a projection of K’anpo’s self.

The Doctor realizes his greed for knowledge and his theft of the crystal has set all these events into motion, and that he must face his fear and probable death by returning it. He pilots the TARDIS to Metebelis III and enters the cave to confront the Great One, an enormous spider, who desires the blue crystal to complete a crystalline web that will amplify her psychic power to infinity.

However, once the crystal is in place, the web overloads and destroys both her and the Eight Legs. The Doctor receives a lethal dose of radiation from the cave, and barely manages to escape to the TARDIS.

Three weeks later, Sarah Jane and Brigadier Lethbridge-Stewart meets inside UNIT HQ and discusses the Doctor’s disappearance. While the Brigadier tries to remain optimistic and tells her that it isn’t the first time the Doctor has been gone for a prolonged period of time, Sarah Jane fears that they might never seem him again. Just then, the TARDIS appears in front of them. The Doctor appears in its opening with a weary and worn-out look on his face, but he still manages a warm, albeit weak, smile when a surprised Sarah runs up to greet him. He explains to her that he got lost in the Time Vortex and did not have the strength left to land his TARDIS, and therefore had to wait for it to land on its own accord. He tries taking a step forward, but he promptly collapses on the floor. The Brigadier and Sarah quickly run to his side to tend to him, and Sarah asks the Doctor why he had to go back to Metebilis III, and he admits that he went back because he had to face his fear; it was more important to him than just going on living. Sarah then tearfully begs him not to die. The Third Doctor cups his hand up to her cheek and sees her crying. He softly replies, “A tear, Sarah Jane? No, don’t cry. While there’s life, there’s…” [hope]. The Doctor cannot finish the quote before death claims him, eyes still open. Regeneration cannot commence in time to save his life and he dies permanently.

As Sarah closes his eyes and weeps, the projected image of K’Anpo/Cho Je appears and assures Sarah Jane and the Brigadier that the Doctor still has a chance to live. He needs help to begin the process that will save him from demise, and Cho Je is happy to fulfill that role. He decides to give the Doctor a little “push”, and then vanishes, telling the Doctor’s companions, “Look after him”. The Doctor starts breathing again and regenerates into his fourth incarnation — much to the surprise of Sarah Jane and the annoyance of the Brigadier. Sarah Jane exclaims, “Look, Brigadier, Look! I think it’s starting!” The resigned Brigadier answers, “Well… Here we go again.” The face of the Third Doctor fades away and reforms. A younger man, with long, curly brown hair, is born from the regeneration- the Fourth Doctor.


The Third Doctor
Sarah Jane Smith
Brigadier Alistair Gordon Lethbridge-Stewart
John Benton
Mike Yates
The Fourth Doctor(Post-Regeneration)