The paragang find themselves still in paraperil (what with two-part episodes being what they are). Casanova, having already tried Plans A through to S (all some variation on seduction) whips out Plan T, which involves casually strolling in the opposite direction. The CybermenTM try to give chase, but they soon fall far, far behind.

The gang continue making a slightly faster escape by hopping into the Mystery Machine and acting suspicious (no-one suspects a thing). ParaPete reveals himself to be a secret agent man ("that explains all that secret agenting you did offscreen!") while Rose helps herself to some Scooby Snacks and wonders if anyone is going to mention Torchwood again (they're not).

Rebellion Inc abandon the Mystery Machine for the purposes of sleuthing, and promptly run into a roaming pack of Cybermen, whereupon everyone not played by Noel Clarke completely fails to split up. ParaMickey climbs a fence in defiance and refuses to come down until everyone else splits up, thus dooming himself to be very slowly
surrounded by CybermenTM. ParaparaMickey (so... Mickey) reunites with the rest of the gang just in case they weren't meant to split up, and they stroll out of the grasp of their pursuers once again.

Casanova brings the group to a lovely hilltop, with a vague plan involving a picnic and "oh no, you got wine from the previous episode's party all over your nice clean shirt, why don't you take it off?", before discovering that Rose isn't a fan of picnics and probably wouldn't be seduced by one. He instead cleverly changes plan mid-sentence ("why don't we have a nice pic...turesque tour of the CybermanTM factory over there?"). However, since tours are only allowed in groups of two, Rebellion Inc have to split up – paraPete and normalRose want to see the factory floor, while Casanova sneaks off to the basement for some fun with Mrs Moore (she's part of the group. Have I mentioned her? She's a woman) and paraparaMickey hangs out with paraparaparaJake on the roof for totally not a date, no sir, not at all, although maybe a little bit actually.

ParaPete and Rose sneak in through the front door by pretending to be CybermenTM and showing no emotion on their face – a mission Rose is terrible at, as she spends the entire time moving her face around more than she has since the beginning of the series. ParaPete crosses 'actress' off her list.

Casanova and Mrs Moore find themselves confronted with an army of sleeping underground CybermenTM (they're like regular CybermenTM, but a slight brownish-grey colour), and cleverly avoid detection by strolling past chatting noisily. And Casanova whipsout another zinger ("I'd like to Mrs More of you!"), which is enough to let a CybermanTM sneak up behind Mrs Moore and kill her. Casanova reacts appropriately ("dammit guys, I was this close!") and then gets taken to their CyberleaderTM, as all aliens should be.

ParaparaparaparaMickey and paraparaparaparaparaJake, meanwhile, are enjoying a beautiful sunset together on the rooftop, followed by a romantic walk into a conveniently empty zeppelin. The zeppelin naturally contains a video feed of the only part of the factory with plot in it (zeppelins make great spies), which turns out to be a plot about how Casanova, Rose and paraPete got captured by the slowest moving villains in fifty years of Doctor Who history. The CybermenTM unveil their CyberleaderTM, and no-one is surprised to see that it's resident mad scientist Lumic, who for some reason is still on life support despite being a brain in a robotic body (presumably to help us recognise him). Lumic proceeds to cheerfully (or as cheerfully as one can without any emotions) stroke his CybercatTM and ramble on about his plan ("Everybody will become a CybermanTM. Everybody, CybermenTM.") before leaving his prisoners alone with a slowly advancing CybermanTM.

ParaparaparaparaparaparaMickey and paraparaparaparaparaparaparaJake decide to intervene by crashing their zeppelin into the factory, while paraPete deflects the CybermanTM with his gadget-loaded wristwatch. Naturally, this makes everything explode just slightly slower than escaping speed, and Casanova, Rose and paraPete escape onto the zeppelin (since neither paraparaparaparaparaparaparaparaMickey nor paraparaparaparaparaparaparaparaparaJake knewhow to fly a zeppelin, they completely missed their crash landing and instead flew off into the sunset. Silly them.

With paraJackie dead, paraLondon in ruin, and Rebellion Inc decimated, Casanova declares it a job well done and happily toddles off back to his own universe with Rose... Wait.

ParaparaparaparaparaparaparaparaparaparaMickey decides to stay with paraparaparaparaparaparaparaparaparaparaparaJake for totally not a relationship, and climbs into the newly renamed Love Machine to go to Paris (TOTALLY not a date, seriously!). Casanova declares it a job well done and happily toddles off back to his own universe with Rose... Wait.

ParaPete, having lost his wife, job and home in the course of an evening, finds out that Rose is actually his dog from another dimension and freaks out a whole lot. Casanova declares it a job well done and happily toddles off back to his own universe with Rose...

Oh, and Ricky dies. I do love a happy ending.