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Glitz arrives as the Doctor is dragged under, only grabbing the cloth around each of his shoes. He is amazed to see the Doctor rise out of the ground unharmed, after making a bad pun. The Doctor explains that the Matrix is unreal and that, with enough effort, he can deny the Valeyard's traps. The Valeyard appears, taunting the Doctor. He explains that he has to destroy the Doctor's good side to be free of all his positive traits. A cloud of nerve gas advances towards them, forcing the Doctor and Glitz to take refuge in a nearby beach hut that turns out to be the Master's TARDIS. The Master explains the Valeyard has to be stopped because he has none of the Doctor's morality, making him an even more evil being than himself, which vexes the Master. Lying that he wishes to help the Doctor, the Master tricks the Doctor into believing Glitz and he are retrieving his TCE from elsewhere in the TARDIS, but activates a function on his console that puts the Doctor into a catatonic state while Glitz and he hide in the corridor. The Master's TARDIS materialises at the Fantasy Factory and the hypnotised Doctor is sent out as bait. When the Valeyard comes out to see what is happening, the Master shoots the Valeyard with his TCE, but the beams from his weapon bounce off. The Valeyard retaliates with explosive quills that force the Master to run away. Glitz is temporarily stunned by an explosion. Mel arrives in the Matrix to help the Doctor. They return to the station to finish clearing his name. Mel gives evidence regarding the Vervoids, but it is not enough to prevent the Inquisitor delivering a verdict of guilty on the charge of genocide. The Doctor accepts his death sentence with surprising calm. This is not the real courtroom, but another Matrix fantasy. On the real station, Mel and the Inquisitor watch impotently as the Doctor is taken to what he believes to be his execution. Mel is unwilling to sit by meekly. She steals the Keeper's key to enter the Matrix. She reaches the Doctor in time to save him, but he is well aware of the situation because the fake Mel had mentioned events she had not witnessed. The Doctor was hoping to encounter the Valeyard, so they head for the Fantasy Factory. The Master, back in his TARDIS, tries to hypnotise Glitz into helping him, but has to resort to bribery when the hypnotism fails. This proves just as (or possibly even more) effective. Glitz finds the Matrix tapes containing the secrets in Popplewick's office, while the Doctor locates a list of the courtroom judges written in his own handwriting. Glitz forces Popplewick at gunpoint to take them to the proprietor, J.J. Chambers, but is willing to trade the Doctor for the Matrix secrets, which he then gives to the Master. The Doctor exposes Popplewick as the Valeyard in disguise, since his melodramatic nature was too obvious. He finds a laser aimed through the viewscreen into the courtroom, to kill all the judges on the list as a last resort. The Master reveals to the court that the High Council has been deposed by a revolt on Gallifrey and he intends to rule in their place. He loads the tapes of the secrets into his TARDIS console, but it is a fake which freezes the Master and Glitz in the Matrix. Mel arrives in the courtroom in time to evacuate the judges, while the Doctor stops the laser firing at the cost of creating a massive feedback surge which strikes the Valeyard, allowing the Doctor to escape back to the station. The Inquisitor dissolves the trial and tells the Doctor about Peri's true fate on Krontep. She further suggests that the Doctor, for the third time, run for the vacant presidency on Gallifrey, but he declines, stating that she would be a better candidate. He suggests that, while the Master must be punished, leniency should be shown to Glitz as he can be reformed. The Doctor and Mel depart in the TARDIS. She annoys him by mentioning carrot juice. He intends to return her to whence she came and wait to meet her in the original order. Back in the court room, the Inquisitor orders the Keeper to improve the security of the Matrix and repair it while removing the Master and Glitz. The Keeper agrees but, as he turns away, he reveals himself to be the Valeyard...