Towurl-2 was the only inhabitable planet orbiting a red giant. The people of this world had not been interested in travelling further then the moon, but were now conscripted in their millions into their armies.

There were two races on Towurl-2. Long ago both races had travelled there when their own world was faced with devastation. The origins of this were lost in the mists of time and there had been conflicts borne out of where this planet was or what had afflicted them.

The Bershil were over three metres tall, with eight limbs and six eyes, a bright red. They spent more time in water then air, but could survive in either place.

The Kliktikek were insectoid. Each had four limbs extending from their body, with a two-pronged claw at the end. They were not as tall as the Bershil but taller then humans. Their skin was grey to black. The two races each controlled about a continent, though the Kliktikek had extended to the heated southern continent.

Yet now they were conscripted into the armies, in their millions. There was not much they could do. So much of the planet's technology had been lost in the wars and it had only been a lifetime since they had again achieved space travel.

The Second Doctor, Jamie and Zoe stepped out of the TARDIS.

"The gravity is... very light here" said the Doctor. He gave a hop, sailing higher into the air then Jamie's knees. "I'd say this world has about, between, half or three-quarters earth's gravity." He smiled pleasantly.

"So where are we going Doctor?" asked Jamie.

"Over there" said the Doctor, pointing to a huge mountain, on the top of which stood an imposing castle.

"Look at the size of that castle Doctor! It could hold my whole village!" said the amazed Piper.

"It is very big Jamie" replied the Doctor. "But we must go there."

The Doctor pulled out his sonic screwdriver and began working on the door. It slid open.

But before them was a Virmokian, holding a gun.

"Ah" said the Doctor, rubbing his hands together. "It seems we are in trouble."

"What are you doing? How did you get past the door!" The Guard did not have much work and enjoyed the chance to yell at someone. "Answer me!" He moved forward nastily.

Zoe grabbed the Virmokian, flipping him over her shoulder. He was much stronger then her but was taken by surprise. The gun fell from his hands and was snatched up by Jamie.

"What sloppy behaviour!" said the Doctor. "I came to inspect this base but you are overcome so easily. I shall report this poor performance to your commanding officer!"

The Virmokian stood angrily. "An inspector? You are not a Virmokian."

"No... but..."

"And you have no papers! You are lying!"

"You ask me for papers!" snarled the Doctor, trying to sound stern.

"Yes. And why are you accompanied by this fellow dressed like an unman?" snarled the Virmokian, glancing at Jamie in his kilt.

"Hey! This is traditional dress of Scotland!" said Jamie.

"The Scots must be an unmanly race then" smirked the Guard.

"I will not stand for this!" said the Doctor angrily.

"You can take it up with someone else. I will contact my superior" said the guard, reaching for a panel by the door.

"Jamie... knock him out" said the Doctor.

The butt of the gun cracked on the base on their skull, bringing them down. But they had pressed a button and a face appeared on the screen. "Command to Gate 3. Gate 3, come in?" The pale face on the screen looked round. "Gate 3! Come in! Must I send someone down?"

"Should we go in?" asked Zoe.

The Doctor considered, his hands flexing. "We should perhaps..."

There was a scuttling sound and the Doctor and Jamie turned to see a figure come out from behind a rock.

"That was quick!" said the Doctor.

"You should go! I saw you attack the tyrant. Come with me!"

"You are not with the Virmokians?" asked Zoe.

"No more then you! I am Kliktikek, most of us are not with the tyrants. Quickly! With me!"

The TARDIS travellers ran after the creature, which scuttled quickly across the ground, used to the rough path.

Within ten minutes they were at the bottom of the hill, in a small hut.

The Kliktikek, who introduced himself as Meklil, scuttled over to them, offering them some flavoured water, which they declined politely. He regarded them with interest, glancing over their bodies. "You have the form of Virmokians... but you are different" it said, making a clacking sound in bemusement.

"Naturally not. I'm the Doctor, this is Jamie and this is Zoe. We have come to help free your planet."

"I will assist you in hiding. But they will likely soon search the houses. It might be easier to hide you with the Bershil."

"Do you know any who can get us into the centre?" asked Zoe. "We need to work with the computers."

Meklil thought for a moment. "I must warn you it is dangerous."

"I am somewhat used to danger" said the Doctor.

"You can say that again!" remarked Jamie.

"There is a Bershil nearby you works at the computer centre."

"Can he be trusted?" asked the Doctor.

"He only works for them out of fear. And as his father is ill and he needs the money for treatment" remarked Meklil. "But I don't know anyone else."

The Bershil was a fellow named Qurzijab. They appeared worried at seeing the time travelling trio but allowed them into his house. It was a cave carved into the mountain, with what looked like coral on the walls. At the end of the room was a pool.

"You say you can help us?" they said.

"Of course Sir..."

"What?" asked Qurzijab. "Is that a... gender expression?"

"Ah... your race is different in that regard?" asked the Doctor.

"Gender is for non Bershils" replied Qurzijab.

Jamie looked confused. "How does that... how..."

"Now Jamie, after all you have seen is this really too surprising for you?"

"Not really" said Jamie, though he still had a puzzled expression. "But how can he..."

"They."

"They have a father?"

Qurzijab wriggled a bit, as if laughing.

"They were not the one who carried me for a season."

"Well... however that happened you can let us into the centre?"

"But... it's a terrible risk. If something happens to me then what will happen to my father?"

There was a ringing sound.

"Excuse me a moment" said Qurzijab. He moved over the floor and dived into the water. A few minutes later he moved up again.

"My father needed assistance with medicine. You can see how important it is I am here."

"Well... surely someone else can care for them when you are out?"

"My sibling can come when I am out. But they have their own position, earning the money to care for their child. Times are hard under Virmok."

"Well we can change that" said the Doctor. "Our help can end the tyranny on this planet."

"The Tyrants must be overthrown. If you help your father will be gladly helped by many."

Qurzijab shivered a moment. "Very well. But if this goes wrong do not inform."

"I'll make sure it doesn't go wrong" smiled the Doctor. "Now, do you have a map of the area?"

The Bershil slid over to a shelf and pulled something out. The Doctor smiled.

Later that day Qurzijab walked up the hill, pushing along a crate. He showed his papers to a post of two guards, who nodded and let him through, presuming he had a reason for the crate. The news of the arrival of the Governor had been circulated, secretly of course, around the base, and they did not want to take too long for anything.

The Bershil came to the door, which scanned them and opened. Once the crate was in Qurzijab nervously whispered "You can come out now." The Doctor jumped out of the crate and put his sonic screwdriver to the door.

"Quickly! Inside!" he said.

Jamie and Zoe ran in. They had had to spend hours hiking the long route round the top, but now they were in.

"Thankfully the Virmokians don't think to put much security on the door. They just assume people can't get in" said the Doctor.

"Why didn't we just use the TARDIS to get in?" asked Zoe curiously.

"It would have been difficult to position it right" replied the Doctor.

"Aye. You'd probably take us to the wrong planet again" said Jamie.

"Now that barely... alright, that would happen" admitted the Doctor. He turned to Qurzijab.

"Now, take us to the computer."

"I can't go straight in. And there will be guards."

"Yes. But this base seems largely computer-run" said the Doctor. "Shouldn't be too hard to cause some trouble then. Might need to wear disguises."

He pulled something out of his pocket, a plan of the base.

"How did you..." began the Bershil.

"From that fancy-pants" said the Doctor. "Now, let's see..." He looked over the map. "The room for the uniforms... should be that way."

"You could have told us the whole plan beforehand" said Jamie.

"Oh but Jamie, when you tell a plan it can go wrong. People might start asking to many questions."

"I thought you wanted people to ask questions, like those Daleks."

"Yes... but I couldn't tell my whole plan at the time" replied the Doctor. "Still, we need to get through and program a code into the computer. It sounds like two of us will be needed."

They crept along and came to the room where the uniforms were kept. Of course Qurzijab was not allowed there, as only Virmokians were allowed. But the Doctor believed they could pass. He had only need to use his sonic screwdriver for one of the doors.

"Now... out!" he told the Bershil.

The crate was sent out again.

The Doctor met Jamie and Zoe. "Here are the uniforms" he said with his mischievous smile.

"I don't think much of these uniforms" said Zoe, squeezing into one for women.

The Doctor was buttoning up his uniform and was trying on the cap. "Hmm. I don't think I like this hat. Too menacing. But it will have to do."

They trooped through the corridors. Occasionally they passed a Virmokian. Thankfully none looked too closely or they might have been alerted by the lack of pallor.

"The security seems a bit lax" whispered Zoe.

"Well this is just officially an experimental computer centre" said the Doctor. "The right point to... make alterations to the computer."

A ship glided through the oceans of the planet. It was slower then aerial travel, but necessary for secrecy. Within it was Governor Relmosh-Nidotre. He evaluated the reports. He had the benefits of being a cousin of the General, mightiest of all his race. Likely this was why he had got the position. But of course the Relmosh family had helped the Nidotres hold power. It was only right he be given a title, even if not much to do.

Officially the Governor had left the planet to inspect Orbital Station 3, his personal ship had been seen lifting from the Governor's palace. In reality he was going to inspect the Grand Strategic Computer. Its parts were being constructed in various points of the Empire, but with secrecy. Those working here just believed this to be another computer project without knowing the true scale.

And the progress on the plans for the new strategic computer were excellent. Last he had heard their forces had taken Slonerto and were preparing further attacks. Soon they would be able to attack Jempewol. And then… who could tell?

His first and third cousin Relmosh-Tane, in command of the aquatic forces, had just finished another scouring of the seas. While Relmosh-Nidotre was away from the Governor base they would be acting Governor. He was a fool but a loyal fool. And Relmosh-Nidotre doubted he would find anything too hard.

Relmosh-Nidotre shuffled into his seat and took a bite of sugar-cake. They would be there soon.

Qurzijab began to move along the corridor. It was not long before they came to the room of the computer designs. Occasionally glances had been shot at the group but with the Governor visiting it was thought there must be a good reason for these new people to be there. There was a good reason, though not good for the Virmokians.

"Qurzijab!" Another Bershil, paler in hue, was wriggling over. They paused and looked at the TARDIS crew. "Who are these?" it asked. It was hard to read the facial expression but there seemed an aura of suspicion present as they looked over the time travellers.

"We are fully permitted to be here! Virmok High Command sent us to improve on the computer" said the Doctor. "And don't you know to talk more politely to your betters!"

"My apologies, Master" replied the Bershil, bowing low. "But I was not told there would be Virmokians of such rank here."

"We came with the official visit. It's only told on a need to know basis" said Zoe.

"But surely I need to know for security" said the Bershil.

"Now see here" said Jamie. "We don't have to take this and..."

"Thank you Jamie" said the Doctor. "Now leave us to our business!"

The Bershil wriggled away.

"That was Ribel" whispered Qurzijab. "He cannot be trusted."

Ribel was at that moment wondering whether to report this. There were indeed reasons not to. Usually Virmokians walked around in a self-important manner, hating to be challenged by those of any other race. He knew that his race was particularly despised for looking less like the Virmokians. If he annoyed them by reporting people who had to be there it would be seen as a disgrace, a mere Bershil challenging a being of Virmok. But if it succeeded... Ribel had gained some authority from working with Virmok. They were a computer engineer of some importance. Perhaps if they slipped it to their superiors. They slithered away from the computer centre.

The Doctor had meanwhile got into the computer room. It was dominated by a large machine, more then four metres high.

"That the Strategy... Computer you said?" asked Jamie.

"Not quite. A replica of the finished model" said the Doctor. He tapped some of the keys. "It is used so they can work out how to best devise the part they are developing." He glanced over the computer.

"Zoe... if you could just get into the computer."

"Yes Doctor, I read the information on Virmokian code."

Ribel was moving along the corridor when they encountered the current security trio. They looked down on him even as they towered over them.

"What do you mean by being here? You should be at work! Rest period is not till midday!" said one.

"I did not feel it was necessary, with those other Virmokians in the computer room" said Ribel.

"Other Virmokians?"

"They said they were with the Governor."

"Well... then they must have had a reason" said a Guard.

There was a sudden beeping in the centre and the Guards quickly jumped to attention. "The Governor! He's about to come in!" One of the guards dropped his gun and stooped to pick it up as the door opened. He straightened up with such force his back slammed into the wall, but he stood to attention, even if his gun was the wrong way round.

Governor Relmosh-Nidotre entered. He was already feeling weary having to stand for so long and was chewing away at certain herbs to spur him upright, even if they left his teeth green and his pupils dilated. He looked around at the guards, frowning slightly at the middle guard having their gun the wrong way round. Then he glared. "What is this Bershil doing here?"

"My apologies good Governor" said Ribel, inclining themselves respectfully. "I wanted to report strangers at the computer centre..."

"Speak when you're spoken to!" shouted the Base Commander.

"I can do the ordering... wait, What did you say? Strangers?" asked the Governor.

"Strangers. They were dressed as Virmokians, though one of them was... oddly tall."

"Here! How did they get in!"

"There may be a traitor to our cause" replied Ribel.

The Governor glared round at the people in the room. Most were of this world though Virmokians made up the largest group. "A full search!" he said.

Qurzijab was looking around nervously when there was a beeping sound in the room. He glided over and the image of a Virmok Officer appeared on the screen.

"Qurzijab! Let us into this room! At once!"

"Yes..." The Bershil made a show of tapping the buttons. "I am sorry. There is something wrong with the controls."

"What about the people in there with you?"

Qurzijab shook, its tentacles writhing in terror.

"Bershil! They must have had security clearance! Who did you clear it with? Which Officer was responsible?" The Base Commander's face was turning red with rage.

"I... it was..."

"You will let us in now!"

Qurzijab switched off the device and groaned. "I'm dead! Powers and bowels, I'm dead!"

He stood upright with a sudden spur and shot down to where the time travellers worked.

"Quickly! You need to get out!" said the Bershil.

"No! This mission is too important!" said the Doctor, anger seeping into his voice. "We need to weaken the Empire of Virmok!"

Qurzijab looked round in worry. "Well... perhaps..."

"We could hide" said Jamie.

"No. I will lead them away" said Qurzijab. He gulped. "I need to do something. For... my people. At least... I can redeem..."

"Well, alright then" said the Doctor. "I suppose my work here will have to do." He pulled up a chair and hurled it at the panel, a smash of sparks blasting out and the lights flickering. "Should take them at least a day to fix!" he smiled. "Now..." He pulled out his sonic screwdriver and pointed it at the door panel. "Jammed it. But they will find a way through before long."

He ran to the other end of the room. "Perhaps if we get through this door..."

"No! I have a plan" said Qurzijab.

The door burst open and the guards saw Qurzijab wrapped up in cables. They pulled them off. "What happened?" he was asked.

"They overpowered me" they said. "But I saw them run out that door."

It flopped out and ran along, limping from the wound on one of their tentacles. One of the men checked the computer. "It doesn't seem to badly damaged." He picked up one of the panels, which had been crudely smashed off. "Must have tried to do this when they realised they didn't have time."

Behind the machine the TARDIS crew crept out. None of them had been willing to wound the Bershil, so he had seized Jamie's wound and struck himself. He even pointed out by limping he could delay the Virmokians longer. As they got to the door the technician looked up. They hadn't noticed him screwing in the panel.

"Hello, we're the repair team" said the Doctor.

"You're not the repair team!" The man reached for his gun, but the Doctor, with surprising speed, crashed into him, knocking the gun from his grasp. A blow to the neck knocked him senseless.

Qurzijab led the troops outside, insisting they had heard where they were going. "I know the location!" they said.

The Governor stopped out and raised his hand. "Halt all!"

Everyone halted.

The Governor looked at the Bershil. "Convenient, you knew the location."

"Are you suggesting I am dishonest?" asked the Bershil.

"Yes."

"But, they tied me up, they wounded me!"

"A standard spy subterfuge" sneered the Governor.

Qurzijab looked round, they were surrounded. They stood up defensively but there was a flash behind him and they collapsed from the electric shock.

"Tell me what you know!" said the Governor. He brandished his gun.

"I will not betray them" said the Bershil. There was a bang and one of his tendrils was blasted apart. A scream escaped him.

"You have more tentacles" said the Governor.

"Alright! I'll tell."

Suddenly, Qurzijab reared forward. The Governor fired down, at their leg, at the same time his guards shot. Their body was sent flying into the pool and with a loud splash sunk into it, down a rock leaving a trail of slime.

The Governor turned to his guards, a Virmokian and a Kliktik. "What do you mean by doing that? I could have stopped them."

"We only wished..." The Kliktik shrunk from their gaze and the Virmokian continued. "To protect you. They looked like they were about to hurt you."

The Governor looked angrily at their body, as the blood spread out across the pool. He wondered what his cousin would say when they heard of this trouble. But he forced himself to calm down. If he kept this quiet they would not know about the trouble to the computer.

"Turn on informing from the room!" he ordered.

"The visuals won't work but I can get audio" came the reply.

"Well put that on, in the next half-span, or you're fired!" yelled the Governor.

Before a quarter-span had elapsed he heard the sounds of discussion in the room.

The Doctor pushed his sonic screwdriver into the machine. "Quickly, Zoe, put in the program for destruction!" he shouted.

Zoe frantically began to type it in, hacking in. Before they had arrived she had spent hours studying the basic principles of the computer language this device used, which the Doctor had managed to acquire. The Doctor meanwhile tapped at the other end.

"Now... let us see..." The machine sparked and numbers ran by. Jamie looked over it, but could not understand at all what was happening. But that was frequently the case where the Doctor was involved.

"Get a guard in! Now! Quickly!" yelled the Governor. "Release the gas measure!"

"Oh crumbs! We don't have time!" said the Doctor, as he heard alarms blaring. A door burst open and a Kliktikek ran in, with sounds behind it of more people running.

"I think we'd better go now, Jamie, Zoe..." The Doctor paused and thought. "Just run!"

They ran out, the insect running after them.

"Stop! STOP!" it screeched, firing at them.

"Gas masks on!" said the Doctor, pulling them out. The Bershil had informed them of a standard security measure in Virmokian bases, gas to be released. They put their masks on, the gas flowing around them. Gripping Jamie and Zoe's hands the Doctor ran out of the doors. But first he held his sonic screwdriver against the door. "Once you know how to open a door, it's easy knowing how to stop it opening" he smiled.

They had ran down much of the hill by the time. The TARDIS was close to them, they would be there within half a minute. Behind them Virmokians ran out, a hover-vehicle containing several shot down the hill, firing after them.

But the Doctor was at the TARDIS, his key already in the lock. "In!" he shouted. His companions bundled in, falling over each other. The Doctor yanked the key out of the lock and slammed the door, then ran to the console.

Outside the Virmokians fired at the door, then stepped back in amazement as the TARDIS began fading away.

"We failed" said Zoe miserably.

The Doctor gave a smile. "Did we?"

"The computer was not destroyed" said Zoe. She looked at him oddly. "Wasn't that what we wanted?"

"Ah… but would we want it destroyed?" replied the Doctor.

"But... it's helping the Virmokians!"

"Yes. It gives them assistance in crafting battle plans" said the Doctor. "But if someone were to alter the programming a little..."

"Why didn't you tell us?" asked Jamie.

"You needed to look convincingly worried. That was what we needed to think" said the Doctor. "I knew the Virmokians would be listening in. Not even a hint could get out of our true plan."

Jamie looked a bit angry. "I don't like you keeping things from us!"

"Yes. I could have been more helpful..."

The Doctor sighed. "I'm sorry, Jamie, Zoe. But it was all necessary. It's better if we don't let our enemies know they have been beaten."

"Is the computer fine?" asked the General.

The Chief Technician looked over it. He was still new to such advancement but without Faber he was the best man in the Empire for understanding it. "It seems to be working fine. Yes, our enemies have failed."

Relmosh-Nidotre smirked. "They did not succeed! Those fools, to think that they could challenge the mightiest Empire in the Galaxy!"

Relmosh-Tane smiled. "Of course my Governor."

"I know the computer needs to be ready to plan our further attacks" said the Governor. "If anything goes wrong..."

"It is all fine" replied the Chief Technician.