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The Faceless Ones

The Faceless Ones was the eighth story of season 4 of Doctor Who. Companions Ben Jackson and Polly, played by Michael Craze and Anneke Wills respectively, left the series at the end of this story. Additionally, the original rendition of Delia Derbyshire’s opening theme for the series was replaced with a new arrangement.


Episode 1

The TARDIS lands on a runway at Gatwick Airport, and the Doctor, Ben, Polly, and Jamie run for their lives as a jet airplane tries to land on them. The jet avoids collision by aborting its landing, whilst the four intruders are spotted by a police officer, causing them to split up. The airport’s Commandant is informed by an air traffic controller of the reason given by the jet’s pilot — a police box on the runway. He incredulously orders the obstruction investigated. The police box is quickly hauled away.

The officer pursuing Ben has lost him, and Jamie meets up with the Doctor beneath a parked airplane. Polly, meanwhile, has hidden in the hangar for Chameleon Tours. She sees a man, who is holding an envelope, killed by another man, wearing a pilot’s uniform, with some kind of futuristic weapon. The corpse is covered with a parachute whilst the pilot enters a hidden control chamber filled with high-tech equipment and reports via a monitor to another pilot by the name of Blade. An alarm sounds, and a monitor shows Polly examining the body. The man goes out to catch her, but she escapes.

The Commandant is flabbergasted to hear that the obstruction actually was a police box. Polly finds the Doctor and Jamie hiding under a plane. She tells them what she saw; the Doctor insists she show them.

Blade joins the other pilot, Spencer, in the hangar. Spencer explains he killed him as he “knew about the postcards”. They search the body and learn they have killed Detective Inspector Gascoigne, and Blade is concerned “a parent may have sent him.” They dispose of the man’s effects and two suitcases. An alarm sounds and they see the Doctor, Jamie, and Polly in the hangar searching for the body on a monitor. The Doctor is surprised to find the man Polly said was killed by a gun has been electrocuted. The time travellers leave to find someone in charge.

Spencer and Blade are concerned when Polly says she could recognise the killer anywhere. They decide that, despite the Doctor’s knowledge, it is Polly who poses the biggest threat. They intercept the Doctor and his companions and, as Polly is lagging behind, Spencer knocks her unconscious using a pen-shaped device. Inside the hidden chamber, Polly is questioned to little effect. Polly warns the pilots her friends will worry about her. They say they must do something about that.

When the Doctor and Jamie cannot find her in the hangar, they resume their quest for help from the authorities. The Doctor and Jamie arrive at the Immigration & Customs desk, but cannot get by the officer, Jenkins, as they haven’t got passports. The officer is moved to action when Jamie mentions the TARDIS. Suspecting they may be involved with the police box affair, Jenkins asks them to wait while he contacts the Commandant.

Meanwhile, Ben finds the Chameleon hangar and is drawn inside by sounds of hammering. Captain Blade is securing a packing case. Before he can draw his weapon, Jean Rock, the Commandant’s assistant, arrives to give Blade flight schedules. Blade shows Ben the way out.

The Commandant is extremely dubious at the Doctor’s story and disturbed by their lack of passports, but eventually relents and follows the Doctor and Jamie to the hangar to allow the Doctor to prove his story.

In the hangar’s hidden chamber, Blade is affixing stamps to postcards. Spencer tells him that Polly has been “processed” and can be taken on the next flight. Blade opens a refrigerated cabinet. A scaly, humanoid arm is seen. He injects the arm. The pilots are alerted to the presence of the Doctor, Jamie and the Commandant in the hangar.

The body is gone, but the Doctor reveals an unused Spanish postage stamp, the only thing found on the body. Jamie and the Doctor find burnt fibres and a burn mark. The Doctor begins to make deductions regarding these, much to the bemusement of the Commandant. The Doctor suggests they search the hangar. They move to open a packing case as Blade emerges from the back. Blade opens the case, revealing plastic cups. The Commandant, fed up now, takes the Doctor and Jamie away. Spencer is ordered to bring the creature from the compartment. Blade and he help it out of the hangar, worrying about the fact that it may be reaching “suffocation point.”

Back at Immigration & Customs, the Doctor and Jamie are being cross examined by the Commandant. They spot Polly and draw her to the Commandant’s attention but she claims not to know either of them.

The two pilots guide the disguised creature through the airport concourse to the medical centre. The creature has a featureless face on a misshapen head and is breathing heavily.

Episode 2 (Lost)

As the creature waits, Meadows, an air traffic controller, lies unconscious on a bed.

At the I&C desk, the woman says she is Michelle Leupi from Zurich, before going on to explain that this is her first visit to England and she is here on a work permit. The Doctor asks why she speaks such good English and is told that she had an English governess. She leaves as Jamie forlornly calls after her. As the Commandant calls for the police, the Doctor and Jamie make a dash for it.

Nurse Pinto arrives. Armbands are attached to the creature and Meadows. Headsets are attached.

Whilst eluding the police the Doctor spots an advertisement for Chameleon Tours, catering for people ages eighteen to twenty-five. Ben finds them and they go off.

As the real Meadows twitches, the creature transforms into his duplicate. At the Medical Centre, they adjust the new Meadows’ senses and test his self-knowledge.

Ben spots the woman who looks like Polly working at the Chameleon Tours desk. The Doctor tries to speak to her, but she denies everything; however, she mentions “someone shot” without prompting. The Doctor and his friends leave. Polly reports behind the kiosk to Blade. Blade orders her to leave on the next flight back to base and intends to deal with the Doctor.

The duplicate Meadows takes his place at Air Traffic Control. DI Crossland has arrived and is investigating Chameleon as well as his missing colleague.

Meanwhile, the Doctor, Ben, and Jamie hide in a photo booth and decide Ben should investigate the hangar, Jamie will keep an eye on the kiosk and the Doctor will see the Commandant. As Jamie watches, Samantha Briggs arrives and interrogates Polly about her brother Brian, supposedly in Rome on a Chameleon Tour; the hotel he’s supposed to be staying at doesn’t exist, and he can’t be found — yet they’ve received a postcard from him posted in Rome. Polly says she’ll make inquiries and goes back to contact Blade. Spencer informs her Blade isn’t contactable; Polly tries to stall Samantha, who says she’ll wait. She sits next to Jamie, who says the Doctor may help her.

The Commandant absolutely refuses to listen to the Doctor and he calls the police on him. As the Doctor tries to persuade the Commandant, Jean, a secretary dealing with DI Crossland, overhears the name of Chameleon Tours and tries to interrupt. The police arrive. The Doctor fakes a bomb hoax with a rubber ball as a means of escape.

Blade orders Polly to deal with Samantha and close the kiosk. Samantha is told her brother arrived in Rome but went AWOL.

Ben arrives in the hangar and opens a packing case to find the real Polly, sitting in a trance. He tries to call the Commandant.

The Doctor is introduced to Samantha and investigates the rear of the kiosk. He sees Ben on the monitor, then sees Spencer attack Ben with the pen-shaped freezing device. He also uncovers a large batch of postcards from destinations around the world as well as a selection of foreign stamps.

Blade and Spencer prepare for the Doctor’s approach.

DI Crossland is informed by Jenkins about Brian Briggs, whilst Crossland also enquires about DI Gascoigne. Jenkins explains that things have been hectic at the airport of late and fills Crossland in about the Doctor and Jamie and their story of the dead body. Crossland says they must be found.

Samantha flirts with Jamie. A different woman re-opens the Chameleon kiosk. A Chameleon flight to Zurich is announced. Jamie worries about where Polly is.

The Doctor reaches the hangar. With no sign of Ben, he searches the office and pockets the pen-like device.

The new kiosk attendant hands stamped postcards to the Zurich passengers for them to write before they depart. Samantha sees the implications, realising that her brother wouldn’t have had to have been in Rome to send the postcard. She and Jamie go to find the Doctor, but are stopped by DI Crossland.

The Doctor opens a packing case to discover the trance-like body of Meadows. Suddenly a pleading voice is heard over a loudspeaker, actually made by Spencer. The Doctor is drawn into the office, where he is sealed inside. A freezing vapour seeps through grilles in the walls.

Episode 3

Spencer watches from the hidden chamber. The Doctor tries to block one grille. Spencer opens another. The Doctor notices a closed-circuit camera watching him and blocks that. Spencer comes out to find the Doctor huddled on the ground. As he bends down to check on him, the Doctor fires the freezing device at him and escapes.

Jamie and Samantha have explained the situation to Crossland when the Doctor finds them. The Doctor identifies a picture of Gascoigne as the dead man. Crossland takes the Doctor to the Commandant despite his protestations that the Commandant will not believe him. The Doctor orders Jamie to keep an eye on the kiosk while he’s gone.

Blade finds Spencer and orders him to kill the Doctor as punishment for letting him escape. Blade departs to pilot the Zurich flight.

Samantha decides to investigate the hangar herself and goads Jamie into accompanying her, despite the fact he was told to stay with the kiosk.

The Doctor, with Crossland’s encouragement, tells the Commandant about the stupefied man in the packing case and suspects it is a worker from the airport. He presents the paralysis pen to the Commandant and introduces the idea that they may be dealing with an alien force. The Commandant is still very sceptical. The Doctor explains his conviction that Gascoigne was murdered by a ray-gun — a weapon unknown on Earth — and that Chameleon Tours is a front for the mass abduction of young men and women. In order to prove the alien side of the venture, the Doctor demonstrates the pen-like freezing device with “Meadows'” reluctant help. Meadows runs off as the Doctor fires the device at a china cup Meadows is holding, rendering it frozen solid.

Samantha finds an envelope full of signed postcards in the Chameleon office and goes to the Commandant’s office to show the Doctor.

The Doctor is busying himself with the flight record of Chameleon Tours when Sam bursts in. She shows that the envelope is addressed to a Chameleon Tours office in Germany and explains the ramifications. Convinced by this strange turn of affairs, the Commandant gives the Doctor the freedom of the airport for twelve hours.

The duplicate Meadows reports back to Spencer, who chastises him from running out of the observation tower before gaining further information and then orders him to attach a button-like device to the Doctor which will “put paid to him once and for all.” Meadows returns to air traffic control.

Captain Blade’s flight is returning and the Doctor questions another controller about the range of their radar. He discovers that once the planes get 130 miles out they have no further record of them. The Commandant questions whether the Doctor is using his freedom of the airport wisely by staying in the observation tower. The duplicated Meadows bumps into the Doctor as he leaves, planting the device.

Crossland presents himself to the Chameleon Tours kiosk and wants to see Blade. Spencer checks that this is OK, and Crossland is given permission to meet Blade aboard his next flight.

When the Doctor searches the Chameleon office, the grilles are hidden, but he suspects there is a secret chamber. He and Jamie tear apart the room.

Crossland confronts Blade on a busy plane ready to take off. Crossland’s questioning gets too close to home for Blade and he is asked to stay in the bulk of the plane while Blade cancels the flight. The plane starts to take off and Crossland forces his way onto the flight deck. This is not a standard flight deck — no throttle controls or the usual displays. Blade and Ann Davidson clamp him in a chair and the flight takes off.

The Doctor and Jamie find the opening mechanism and discover the high-tech contents of the room, including the cabinet with an air-conditioning unit “for someone who’s not used to the Earth’s atmosphere”. They see on a monitor the inside of the Medical Centre and go in search of it; Spencer watches this from the kiosk and activates the device on the Doctor’s back, causing him to fall in pain, clutching his back.

Ann passes out refreshments to the passengers on the plane and returns to the flight deck, where Blade activates a device. As Crossland watches on a monitor, the passengers disappear.

Episode 4 (Lost)

With the Doctor out of action Spencer emerges and threatens Jamie with his ray-gun. Samantha knocks away the gun and a fight ensues. However, Spencer has another freezing device and they are soon frozen. Laid out on the floor, they are powerless to evade a slowly arcing laser beam.

Blade reports that he has an “original” for the Director. He will deliver him and return to Gatwick.

On the floor of Chameleon Tours’ hangar the trio are still paralysed but awake. They notice the beam getting nearer and watch as it passes some debris, igniting it as it passes.

Nurse Pinto transfers I&C officer Jenkins into a Chameleon body.

With enormous effort, Samantha pulls a mirror from her handbag and hands it to Jamie. He reflects the laser light back onto itself, destroying the machine. The three recover and Samantha is dispatched to spy on the Chameleon kiosk. The Doctor and Jamie go to the medical centre.

Nurse Pinto is checking Jenkins when Jamie and the Doctor enter. Jamie feigns sickness as the Doctor helps him into the centre. The Doctor tries to bluff Nurse Pinto, who will not allow them into the x-ray room.

Spencer and “Jenkins” see via the kiosk monitor that their enemy has escaped death. Jenkins vows to deal with them but Spencer prefers to leave them to come to them.

The Doctor returns to the Control Tower looking for Crossland. The Commandant says he has not been seen for some time. The Doctor worries as to his whereabouts but his concerns are shrugged off by the Commandant. Jean reveals she has placed calls to Chameleon Tours destinations and reports that all the airports she’s contacted say the same thing: Chameleon picks up passengers, but none have arrived at any airport. The Commandant thinks they’ve been taken to a private airfield, but the Doctor is thinking out of the box and off the Earth. Whilst the Commandant rings the RAF to have the next Chameleon flight trailed, the Doctor states he suspects the Medical Centre to be involved in some way. He asks Jean to call Nurse Pinto away from the Medical Centre so he can have a proper look around.

Jamie joins Samantha at the kiosk and discovers she has bought a ticket on a Chameleon flight to Rome to discover what is going on. He tries to talk Sam out of going by offering to take her place but she refuses. Jamie kisses Samantha suddenly, removing the ticket from her pocket while doing so.

Back in the Control Tower Jean feigns sickness and Pinto, to her chagrin, is ordered by the Commandant to come to Air Traffic Control to help her. The Doctor goes into the Medical Centre after she leaves and investigates the x-ray room. He flicks one of the electrical switches which reveals the real Nurse Pinto behind a screen, complete with white armband, but he does not see this. As he picks the lock of a cupboard to reveal some armbands, which he steals, Jenkins peeks through the outer door and aims a ray-gun at him. A passenger enters the Medical Centre, forcing Jenkins to quickly hide the gun. The Doctor leaves, carrying two armbands, one black, one white.

As Nurse Pinto watches over her, Jean makes a miraculous recovery when the Doctor returns. He shows Jean and the Commandant the armbands. He hopes to ask the fake Meadows about the armbands, but he is off duty.

As Ann passes out postcards for the Rome passengers, Samantha desperately looks for her ticket, only to hear from Ann that “S. Briggs” has already checked in. Spencer, watching all this on his monitor, intercedes and has Samantha sent behind the kiosk to see him; he pulls a ray-gun on her.

The plane leaves, trailed by an RAF fighter.

Ann hands out refreshments to the passengers, but Jamie feels very ill and runs to the lavatories at the back of the plane. Blade discovers they’re being followed. He gets the fighter’s coordinates and fires a laser beam directly into the cockpit.

Air traffic control sees the fighter go off course. The Commandant is horrified when it disappears from the screen. Suddenly they notice the Chameleon flight appears to be standing still; the Commandant believes it must be crashing too.

In fact, the plane slowly transforms into something resembling a rocket ship. As Ann collects tiny objects from each seat into a tray, she is called back to the flight deck, causing her to not notice that Jamie’s seat has nothing to collect.

The Commandant tells the Doctor that when a radar signal appears stationary, it is going straight down; the Doctor suggests it might be going straight up. The Commandant rejects this saying that this would mean the plane would be in space by now.

In outer space, the transformed plane docks with a vast, orbiting satellite.

Episode 5 (Lost)

Ann Davidson and Blade disembark. Questioning the wisdom of destroying the fighter, Ann is corrected by Blade, who reminds her of their Director’s teachings: the intelligence of humans is comparable only to animals from their planet. Jamie emerges from hiding in the galley, but must wait until two faceless Chameleons arrive to remove luggage. Jamie watches Ann deliver the tray to a stockroom, then hides there himself. In a file drawer, he discovers miniaturised humans. Ann, ray-gun in hand, finds him and Jamie is seized by two faceless Chameleons.

Jean Rock reports there’s been no sign of remains of the Chameleon flight. The RAF reports finding wreckage of their plane; the pilot was electrocuted. The Commandant wants to believe the Doctor, but needs proof; providentially, Meadows returns to duty. The Doctor confronts him with the armbands, saying that he believes staff have been systematically replaced. He asks him to roll up his sleeve, to which the Commandant agrees. Meadows attempts to escape, but is foiled when Jean rolls a chair in his way. He crashes to the floor, and they forcibly reveal the black armband around his left arm. Meadows relents after being threatened through tampering with his armband. He explains the satellite in space. He says a catastrophe on their planet has robbed them of their identities. The armbands are part of a process to assume the identities of others. They have collected fifty thousand young people on this trip. He denies knowing who has been replaced and begs them not to search for the originals, which are hidden somewhere at the airport. He explains that Nurse Pinto is in charge of the transfer process in the Medical Centre. She is the only one who knows where her original is. The Doctor forces Meadows to go with him to the Medical Centre under police guard. Meadows says they’ll never see those fifty thousand people again.

Nurse Pinto has Samantha bound and gagged in the x-ray room. Spencer tells her over a monitor that Samantha is to be an original. The Doctor and his party arrive outside and the Doctor confiscates Pinto’s freezing pen. He discovers Samantha and releases her. Meadows shows him where the real Pinto is. Outside, Pinto produces a ray gun and kills a policeman. Entering the x-ray room, she is about to kill Meadows when he grabs the real Pinto’s armband and she dissolves into an amoebic mass. The real Pinto begins to revive. The Doctor notices some personnel files, but Samantha interrupts to tell about Jamie stealing her ticket.

Jamie is tied up in the satellite’s stockroom when Crossland enters to release him. Crossland explains that the only reason why Jamie did not become miniaturised was through his refusal of food. He calmly asks him about the Doctor and the situation on Earth. Jamie grows suspicious and Crossland tells him the Doctor is facing a superior mind, the Director. Crossland reveals he is the Director, having taken on his form. He explains there is to be only one more plane to Earth and that is to pick up the originals before the satellite takes off.

The plane leaves the satellite and begins its return journey to Gatwick. The Doctor shows the Commandant the twenty-five personnel files from the medical centre; all of them have been taken over by Chameleons. When the Doctor hears that Chameleon Tours’ last flight of the season is leaving in one hour, he begs that the twenty-five people not be arrested, as the Commandant has planned. Instead the Doctor wants to pretend he is a Chameleon (by saying he was previously Meadows) and get on that last flight with the real Nurse Pinto’s help. The Commandant will try to find where the originals are hidden, to be used to bargain with the Chameleons while they are gone.

The Doctor convinces Nurse Pinto just in time as Captain Blade enters the Medical Centre. Blade is suspicious but seems to accept the story; however, the Doctor cannot get him to say where the originals are hidden. Blade informs them that the plane leaves in fifteen minutes.

Jean reports to the Commandant that Nurse Pinto and the Doctor were on the plane. Air Traffic Control observes the plane’s disappearance as the Commandant coordinates search efforts with Airport Police Chief Reynolds.

Samantha and Jean have searched the kiosk and Medical Centre for clues and report to the Commandant together; they have had no luck.

The plane docks at the satellite. Blade instructs the passengers to report to the Accommodation Centre for reallocation of quarters; owing to the success of their plan, living space is at a minimum.

The Director is fitting and testing the armband for a Chameleon Jamie when Blade reports they have two impostors aboard. Blade wants them destroyed, but the Director questions “Jamie” about the Doctor, who explains (with no Scots accent) the truth about him. The Director decides he wants the Doctor alive, much to the distaste of Blade.

Blade finds the Doctor and Nurse Pinto. As they are surrounded by faceless Chameleons, he explains they won’t need to worry about their living space anymore.

Episode 6 (Lost)

Blade, Spencer and the Faceless Ones surround the Doctor and Nurse Pinto. Blade says they want the Doctor’s brain.

The Commandant and Reynolds interrogate Meadows, but he is no help to them and is removed. The Commandant has the airport closed and orders the staff to begin searching the airport en masse.

In the Director’s office, the Doctor meets the duplicate Jamie. The Director will personally decide which Chameleon gets the Doctor’s identity. The Doctor needles the Director how he’s perfectly safe since his original is on board, but what about the others? This arouses the curiosity of Blade and Meadows.

On Earth, Meadows escapes from his guards.

With the Director away, Blade prepares to process the Doctor, but the Doctor continues his point: you’d better hurry up before you cease to exist. He threatens the Chameleons, claiming the originals have been found. Blade will be the first to have his armband removed. Blade calls the Doctor’s bluff, contacting Gatwick to see if this is true.

The Commandant smartly plays along, but worries how much time they have.

Samantha and Jean make a breakthrough: they discover a list of twenty-five car registration numbers in the office behind the Chameleon kiosk.

As the Commandant continues to stall, he receives a call from the ladies. The Chameleons ask where they found the originals; the Commandant tries to say that the police have not informed him yet. The Chameleons cut off contact and ignore further calls.

On the satellite, the Director returns; Blade realises the Doctor was bluffing. The Chameleons prepare for the Doctor’s transformation, but the Doctor manages to sabotage the processing machine. It explodes. A new one is sent for. Blade informs the Doctor he is only stalling for time. The Doctor is strapped to the new machine.

Jean and Samantha are searching the car park when Meadows emerges from hiding and attacks Samantha. She and Jean subdue him as police arrive. Jean spots Jenkins’ prone body inside a car.

The Doctor is just about to be transferred when Gatwick tries to make contact again. Blade orders them to ignore it.

With the satellite ignoring their calls, the Commandant orders Jenkins’ armband removed.

The duplicate Jenkins, manning the processing machine, disintegrates. The Doctor delightedly points out that soon they’ll all have disintegrated — except for the Director. Blade levels his gun at the Director and orders contact with Gatwick re-established. The Director orders “Jamie” to destroy the transmitter, but Spencer has him covered and contact is made.

The Commandant explains where the originals were found and demands to speak to the Doctor or Blade will be eliminated. The Doctor has Nurse Pinto released before he relents. He comes to the microphone and informs the Commandant that he is to begin negotiations. The Doctor offers a guarantee of continued existence (in their “faceless state”) so long as all humans are released. The Director says the humans cannot be returned to normal, as the only equipment to reverse the process is on their home planet. However, Blade says this is not the case, explaining that the planes are the miniaturisation chambers and the process works both ways. Spencer and Blade accept, but the Director tries to escape, calling Blade a fool. Blade shoots him down. Spencer takes the Doctor to find Ben, Polly, the real Jamie and DI Crossland. Blade asks the Doctor about the future of his people and the Doctor tells him he has a few ideas which may improve it. The first plane load of people, including the Doctor, Nurse Pinto and Jamie, returns to Gatwick.

The Doctor returns to the Commandant, who is busy fending off disgruntled passengers. The Doctor asks for the return of his TARDIS. The Commandant agrees . Goodbyes are said to the Commandant and Jean, and Jamie has an awkward goodbye with Samantha which ends with a kiss.

The four friends are reunited, but Ben and Polly decide to stay on Earth in London once they discover that it is the very day they left in the TARDIS: 20 July 1966. The Doctor is a little envious, as he never got back to his world. The Doctor shakes Ben’s hand and Polly hugs Jamie as the Doctor tells them to look after each other. Ben and Polly look behind them at the Doctor one last time, grateful for their adventures, and walk away.

Jamie is saddened to see Ben and Polly depart. The Doctor then reveals to Jamie that they have a pressing problem: the TARDIS was outside the hangar, but now it has gone. They set off to look for it.


The Second Doctor
Ben Jackson
Polly Wright
Jamie McCrimmon