[[caption-width-right:350:"[[Recap/DoctorWhoS30E2TheFiresOfPompeii Daughter of London...]] [[Recap/DoctorWhoS30E11TurnLeft there is something on your back.]]"]]

->''"Is that fear I can feel in your mind? You are not accustomed to feeling frightened, are you Doctor? You are very wise to be afraid of '''me'''!"''
-->-- '''The Great One'''

The final adventure of Creator/JonPertwee as the Third Doctor, rounding off his tenure at five seasons and twenty-four stories. Also the last appearance of Richard Franklin as former Captain Mike Yates.

Sarah Jane visits her friend Mike Yates at a crypto-Buddhist retreat in the English countryside. Some of them have apparently been skipping meditation lessons to hang out in the basement and summon ENORMOUS FREAKING SPIDERS from Metebelis III, a world ruled by the terrifying things. As if enormous spiders weren't bad enough, these are ''enormous telepathic '''mind-controlling''' spiders'', and one of them takes over a Buddhist and turns him into a spider-puppet. Naturally, they have designs on our world; but their chief aim at the moment is the recapture of a blue crystal prism thingy. Conveniently enough, the Doctor has just received one in the mail! It's from Jo Grant, who he gave it to back in "[[Recap/DoctorWhoS10E5TheGreenDeath The Green Death]]".

Puppet guy follows Sarah Jane back to UNIT HQ to steal the Metebelis crystal, using mind-thrown lightning bolts to get past security. Awesome. Psychic powers so rarely come with offensive capabilities. A completely badass [[FlyingCar hovercar]] vs. helicopter chase ensues, but the guy gets away. The Doctor and Sarah Jane deduce who the thief must have been, and head back to the retreat--but by then the puppet guy has misplaced it.

The evil monks turn a mandala into a portal to Metebelis III, and puppet guy goes through. Sarah Jane, who really should know better than to step into glowing circles on the ground, finds herself there as well. She tries to foment glorious revolution amongst the human proletariat, but their arachnid overlords promptly arrive to put an end to ''that''. She is saved by the timely intervention of the Doctor--who's used the TARDIS and the crystal to get to Metebelis III himself--the spiders attack him, leave him for dead, and go back for reinforcements. They're back bright and early the next morning to haul Doctor and Companion back to Spider HQ, where they have obviated prison cells by the simple expedient of swaddling their prisoners in spider silk.

The Doctor wiggles out of his cocoon, frees Sarah Jane, and decides to put the crystal back into the cave where it was found in the first place, on the theory that it will placate the intelligence that spawned it. But the radiation will surely kill anyone who enters the cave! If only there were some brave hero willing to sacrifice his life to replace the crystal!

No, it isn't a hero that needs to complete this mission. It's an atonement for a past mistake from a humbled Doctor, despite knowing that this will be his last act to make up for being a self-serving codger for a sizable part of his life in this incarnation. He finally steps in and makes a HeroicSacrifice to prove he has a heart of gold. Prepared for the worst, the Third Doctor decides to face his fears and endure the punishment for his greed that day he took the crystal. He finds the Great One wants her mental abilities to reach infinity, and she snatches the Metabilis crystal to complete its psychic web circuit as a keystone, which is now irradiating the Doctor to a devastating effect. Except, the Great One is so power blind she ignores the Doctor's warning that her mind can't handle that much power. When she [[HoistByHisOwnPetard foolishly activates the circuit anyway]], the power intake overloads the Great One's brain, until she explodes, causing the rest of the Eight Legs to writhe in pain and die off. Visibly anguished, the Doctor stumbles back to his TARDIS, reeling from excessive radiation exposure.

The Third Doctor returns to Earth several weeks late from his departure. He quavers out the doors of the TARDIS, unable to even stand without huddling to the frame of his ship. Losing his strength, he falls to the ground faced down. The Brig gets a seat cushion to prop up his head while Sarah turns him over on his back, grieving at the sight of her Doctor's last moments. The poor gentlemen is on his deathbed after getting lost in the Time Vortex. He weakly tells his companion what he had to do, but she won't accept his death. Starting to cry, the Doctor tells her "A tear, Sarah Jane? No, don't cry. While there's life, there's..." But the word "hope" does not escape his lips. He dies as though he just froze in place as the radiation stopped every process of his body from working, including speech and [[DiesWideShut his eyelids, which Sarah closes]].

But the utterance of hope that the Doctor couldn't gasp out before his demise shows up in the form of K'anpo Rimpoche. Sarah learns the Doctor isn't so dead after all, because the wise Time Lord sees that his old friend needs a "push" to make his cells [[TheNthDoctor regenerate]]. Sarah didn't know what the Doctor meant by regeneration when he first spoke of it, and is a mite confused at what is going on. But the Brigadier has dealt with this change of appearance before. A bit diffused by the idea the Doctor is going to have a personality tilt again after two oft incorrigible faces, he resignedly says, "Well, [[HereWeGoAgain here we go again...]]" Jon Pertwee fades away.

Oh if only we had a Doctor that could start larking about the Pythagorean Theorem and let us know all was well. One who did not make us think his death would stick...

One who could, if he ''were'' to die, regenerate into [[{{Creator/TomBaker}} arguably the most iconic Doctor of all time]]...

If only... [[ForegoneConclusion If]] [[Recap/DoctorWhoS12E1Robot only...]]

* AdaptationExpansion: For the novelisation, Creator/TerranceDicks adds a prologue featuring Jo Grant, who is referenced but otherwise does not appear on screen in the TV version. Jo is referred to as Josephine Jones, which is consistent with the name she uses when she returns in ''Series/TheSarahJaneAdventures''.
** There is an extra sequence of Cho-Je refusing to let Yates see K'Anpo (a similar scene was filmed for the televised version but cut). Tommy sends Yates away instead of being distracted by his medallion.
** There is an extra sequence of Arak's rebels testing their stone protection by attacking and killing a patrol.
** There is an extra sequence of Arak and Tuar freeing Sabor from the larder and getting him to safety, which is not made clear on screen.
* NamesToRunAwayFrom/TheAdjectiveOne: The Great One.
* AlienAmongUs: K'anpo is actually another renegade Time Lord.
* AllThereInTheManual: In the novelization, Lupton's spider explains he cannot use the web to stun his pursuers because they are too many and too distant.
** The soldier is named as Corporal Hodges.
** It is made clearer that the Spider Council planned the invasion of Earth without the request of either the Great One or the Queen, assuming that was why the Great One wanted the crystal.
** The Doctor says he knows Clegg is a psychic because he can sense his vibrations.
** It is mentioned that Barnes and the others were hospitalised with nervous breakdowns after the Spiders died and Sarah has asked the Brigadier to help Tommy get into university.
** Barnes states Lupton was strong enough to perform the ceremony on his own, presumably to explain how he transported to Metebelis.
* AllWebbedUp: The spiders' captives are nicely webbed up in preparation for dinner.
* AttackAttackAttack: '''Tuar.''' Definitely Tuar.
* AuthorAppeal: The Buddhist themes were written into the episode by Barry Letts, himself a practicing Buddhist. This came back to bite him slightly, as some Buddhists objected to the use of mantras and chants as a means to summon the spiders.
* BackForTheFinale: Mike returns to redeem himself after getting booted out of UNIT for his betrayal in Invasion of the Dinosaurs.
* BadassNormal: Sgt. Benton. The mind-thrown lightning bolts instantly kill normal humans, and seriously inconvenience the Doctor. Benton takes two to the chest, and shakes it off with enough wherewithal to bring the car around.
** He also makes a damn fine cup of coffee.
* BigCreepyCrawlies: The Eight-Legs, especially their leader.
* BookEnds: Creator/JonPertwee's run as The Doctor begins and ends with him stumbling out of the TARDIS and collapsing.
* {{Catchphrase}}
* CallBack:
** When the Doctor explains the workings of the TARDIS to Mike, he says, "You speak as if she were alive," and the Doctor replies, "Yes. Yes, I do, don't I?" [[Recap/DoctorWhoS9E5TheTimeMonster This was the same thing Jo Grant said when the Doctor talked about the TARDIS having moods]].
** The Metebelis crystal from ''[[Recap/DoctorWhoS10E5TheGreenDeath The Green Death]]'' makes a return, complete with a letter from Jo Grant.
** Although it isn't explicitly stated, it's widely assumed that K'anpo is the hermit the Doctor remembered in the "daisiest daisy" monologue in ''[[Recap/DoctorWhoS9E5TheTimeMonster The Time Monster]]''.
* ChekhovsGun: While it's quite clear from the start that the Metebelis crystal is the MacGuffin of this story, we didn't know so [[Recap/DoctorWhoS10E5TheGreenDeath back when it first appeared.]]
* ComboPlatterPowers: When the spiders possess people, they give them PsychicPowers and the ability to [[ShockAndAwe shoot bolts of lightning from their hands]]. [[RetroactiveRecognition Three years later]], these seemingly unrelated abilities [[Franchise/StarWars would come together again]]...
* CommutingOnABus: Jo sends the blue crystal along with a note.
* ContemplateOurNavels: A rather literal example. When Mike Yates first brings Sarah Jane in and they look in on some of the actual meditation.
-->'''Mike:''' They're just meditating. Watching.
-->'''Sarah Jane:''' So what are they watching?
-->'''Mike:''' They're mentally watching their tummies. Go up and down as they breathe.
-->'''Sarah Jane:''' Like contemplating their bellybuttons?
-->'''Mike:''' You could put it like that.
-->'''Sarah Jane:''' Well, I hope you all know what you're on about.
-->'''Mike:''' Probably seems a bit daft. It's an exercise in awareness really.
* DeceptiveDisciple: Lupton to K'anpo
* DiesWideShut: The Brigadier does this to the Doctor.
* DirtyOldMan: Lupton mockingly blows a kiss to Sarah after one of the Eight Legs' guards knock her out with his crystal staff, suggesting this.
* [[DistractedByTheSexy Distracted by the Pretty]]: Tommy.
* DoubleTake: Sarah Jane gives a quite incoherent explanation of her discovery of the spider summoning ritual, and the Doctor doesn't really listen. That is, until he realises she's talking about spiders.
* DrivingADesk: While most parts of the chase scene look good, the Whomobile part looks... off.
* DumbassNoMore: Tommy.
* FaceYourFears: The ultimate premise of this story for the Third Doctor. In almost every one of his episodes, he's remained in control when facing a greater enemy, and has never bowed to fear even when he was forced to relive it. This is the one time when he isn't just scared to face the villain- he's ''tremendously'' terrified. That [[OOCIsSeriousBusiness out-of-character moment]] should let you know this episode is [[WhamEpisode going to be heavy]].
* FaceDeathWithDignity: The Doctor.
* FamousLastWords: "A tear, Sarah Jane? No, don't cry. While there's life, there's..."
* FlyingCar: The Whomobile.
* {{Foreshadowing}}:
** Long before any of the giant "eight-legs" appear on screen, Yates is startled by an ordinary spider while spying on Lupton's ritual.
** The Doctor's discussion of regeneration with K'anpo Rinpoche. It is a warning of what is to come. Also, K'anpo regenerating, which is a decoy plot twist that makes the viewer think this point was dealt with, before the ''real'' kicker sets in and the Doctor is the one regenerating.
** Early in the story, the Brigadier calls for "Dr. Sullivan" when the Doctor appears to have gone into a coma, but cancels the request after Benton manages to wake him. In the following story, Sullivan actually shows up and becomes a companion.
* ForgotAboutHisPowers: At one point, there's a lengthy chase scene involving a car, a hovercraft, and two boats... only for the villain to suddenly remember that one of the powers given him by the spiders is the ability to teleport. He disappears and the chase is over.
* FromNobodyToNightmare: Lupton was a former salesman and manager for 25 years who was embittered when his company fired him after going through a merger where the new boys in charge ousted the old buffers.
* GiantSpider: Lots 'n lots.
* AGodAmI: The Great One's desire
* GodSaveUsFromTheQueen
* GoneHorriblyRight: The Great One's plan.
* GrandFinale: To the Creator/JonPertwee era as a whole as it features a callback to Jo, Yates' return and acts as a loose sequel to [[Recap/DoctorWhoS11E2InvasionOfTheDinosaurs Invasion of the Dinosaurs]] and [[Recap/DoctorWhoS10E5TheGreenDeath The Green Death]].
* HereWeGoAgain: Said verbatim by the Brigadier when the Doctor regenerates.
* IKnowYoureInThereSomewhereFight: The Doctor, to spider-controlled Sarah Jane.
* ILoveNuclearPower
* IncorruptiblePurePureness: Protects Tommy from the spider-people's lightning bolts.
* InsistentTerminology: The spiders prefer to be called "eight-legs". They prefer it so much, in fact, that using the word "spider" on Metebelis III [[DisproportionateRetribution carries a death sentence]].
* InspirationallyDisadvantaged: Tommy
* KneelBeforeZod: The Great One uses her telepathic powers to torture the Doctor into grovelling before her.
* LaResistance
* LampshadeHanging: The Doctor's opinion to getting captured, then fighting off guards, only to be recaptured, is "Oh dear, this is getting monotonous." Which is pretty much a summary of the vicious cycle of {{Padding}} applied to most of the stories over the course of his Doctor's whole era that are at least six episodes long, and a thinly veiled quip regarding why Creator/JonPertwee is leaving the show.
* LargeHam: The Great One toward the end.
* LeftForDead: One of Huar's guards was attacked by Arak and left to die for being unreasonably cruel, setting into motion the second half of the story.
* LoadBearingBoss: Crossed with MadeOfExplodium. When The Great One dies, her underground lair explodes, which brings down half the mountain it's beneath.
* LostColony: the human colony on Metebelis III.
* MagiciansAreWizards: Clegg
* MagicalSecurityCam: A psychic character is hooked up to device that shows his thoughts and is given the Doctor's sonic screwdriver. The device then shows footage from an earlier episode where the sonic screwdriver is used. Of course, some of the footage isn't from the point of view of the Doctor or the sonic screwdriver.
* MineralMacGuffin: The Doctor's Metebilis crystal.
* MoodWhiplash: In Part 4, the Doctor is left weak for half the episode from being zapped by psychic electricity, with everyone worrying he's had it. But after he discharges the psychic energy, come next morning, when ''everyone else'' is all worn out:
-->'''The Doctor''': Wakey, wakey! Rise and shine! Show a leg, the weather's fine.
* MoreExpendableThanYou: Benton tries this in Part 2. The Doctor shoots him down immediately.
* MySkullRunnethOver: The ultimate fate of the Great One when she learns that she can't handle infinite mental powers. And by extent, the rest of the Eight Legs who are linked to her mind.
* TheNthDoctor: [[LampshadeHanging Somewhat lampshaded]] when the Brig [[CallBack recalls]] that [[Recap/DoctorWhoS7E1SpearheadFromSpace the Second Doctor became the Third Doctor]]. K'anpo also regenerates at the end of the story.
* NamesToRunAwayFromReallyFast: Huath, the Queen spider, is Old Irish for "fear".
* NegateYourOwnSacrifice: The Doctor.
* NoodleIncident: It's mentioned that the Brigadier once somehow earned the gratitude of a woman named Doris. In "[[Recap/DoctorWhoS26E1Battlefield Battlefield]]", it's revealed "she finally caught him" and they are now married.
* NotListeningToMeAreYou: The Doctor is more interested in the Metebelis crystal than in Sarah Jane's story about a summoning ritual in the monastry. She calls him out on it, not that it helps. Until she mentions a big spider...
* NotSoPhonyPsychic: Professor Clegg is a real psychic who disguises his talent as a magic trick.
* OOCIsSeriousBusiness: As lampshaded by the Great One re the Doctor.
* [[OminousLatinChanting Ominous Tibetan Chanting]]: ("Oṃ maṇi padme hūṃ!") is used to summon the giant spiders.
* OneGenderRace: The spiders, apparently.
* PhlebotinumOverdose: The Great One assembles a web of crystals that contain poweróbut when she completes it, the power destroys her. Also meant as a metaphor for the ego. Said crystals are psychic super amplifiers so not just a metaphor, her ego *is* the power that destroys her.
* PokeInTheThirdEye: Clegg's death, apparently due to using the crystal while the spider is coming across.
* PowerCrystal: The Metebilis Crystal.
* PsychicPowers: The Great One is powerful enough to strike fear into the Doctor.
* PuppeteerParasite: with some remaining free will. Lupton in particular finds himself able to telepathically torture his spider right back when she tries doing it to him.
* ReligionIsMagic
* SanDimasTime: Events take place on 20th Century earth and on a distant planet in the far future, with lots of time/space travel between the two by multiple methods, but somehow all the events happen "in story order" on screen, with no exceptions. The time zones might as well be places.
* SetRightWhatOnceWentWrong: The Doctor, realising that his arrogance and hubris caused this mess, is determined to put things right, even if it means dying in the process.
* TheShangriLa
* ShockAndAwe: The spiders have this power, and so have the humans possessed by them.
* SimpletonVoice / HulkSpeak: Tommy has both of these ailments until the Metebilis crystal washes them out of his mind.
* SpidersAreScary
* TheStarscream: Lupton's spider to the Queen.
* StayInTheKitchen: Arak to Reba in Part 5.
* TimeMaster: Unlike other Time Lords, K'anpo has developed his PsychicPowers to the extent that he can, among other things, travel through time and space without the need for technology.
-->'''K'anpo:''' I wouldn't have chosen your alternative. To borrow a TARDIS was a little naughty, to say the least.
-->'''Doctor:''' Yes, well, I had to get away. I hadn't your power.
* {{Tulpa}}: Cho-je turns out to be a tulpa of K'anpo's next regeneration, projected by the physically frail K'anpo to deal with his students and avoid awkward questions from the humans about his regeneration.
* TwoAliasesOneCharacter: Cho-je and K'anpo Rinpoche are the same entity, with Cho-je serving as a sort of future projection of K'anpo that merges with him for his regeneration. Since Sarah Jane is unfamiliar with regeneration, she understandably gets the two confused at the end:
-->'''Sarah Jane Smith:''' This is the abbot of-- no, it's Cho-je. I mean, it looks like Cho-je -- but it's really K'anpo Rinpoche ... I think.
-->'''Brigadier Lethbridge-Stewart:''' Thank you. [[DeadpanSnarker That makes everything quite clear.]]
* WeWillUseManualLaborInTheFuture
* WelcomeBackTraitor: Although Yates doesn't actually rejoin [=UNIT=], Sarah and the Doctor are awfully trusting of him, considering that [[Recap/DoctorWhoS11E2InvasionOfTheDinosaurs the last time they saw him]], he tried to RetGone most of the human race.
* WhatHappenedToTheMouse: Mike Yates is never seen or mentioned again after he recovers from being blasted by energy.
* WhatTheHellHero: K'anpo does this, controversially, but the Doctor did provoke the whole mess by stealing the crystal, and his reaction to getting Professor Clegg killed is pretty cold.
* TheXOfY
* {{Yellowface}}: The serial has two Tibetan-appearing Time Lords played by white actors in makeup, with a fairly excruciating Asian Speekee Engrish accent in one case. The portrayal of the character is fairly respectful, but it's still quite painful to watch nowadays.
''All praise to the Great One!''