Attempting to go to Mars, The Doctor (Patrick Troughton) takes his companions, Jamie (Frazer Hines), Polly (Anneke Wills), and Ben (Michael Craze) to the Moon instead where they find a Moonbase in trouble.

It seems that a plague is breaking out and that the base is being watched and the plague's victims are disappearing. Hobson, the controller, suspects the Doctor and his friends but the Doctor investigations lead to the fact that some creatures he has met before is carrying out the sabotage but why? And how can he convince the scientists that his old enemies is back when they were supposed to be destroyed 84 years ago?

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