The New Doctor arrives on Earth in the middle of a freak meteor shower. Faceless killer shop window dummies are coming to life and killing anything that comes into their path while Facsimiles are replacing top Military, Political and Civil leaders. The Nestene has come to invade the Earth. The convalescent Doctor teams up with Brigadier Lethbridge-Stewart and Dr. Elizabeth Shaw of UNIT to thwart the Nestine's plans even as the invasion begins.

The Devil of Winterborne has only recently been exorcised by P.R.O.B.E. but when the body of it's last victim goes missing and a black magic grimoire goes missing from a local museum, Liz Shaw begins to wonder if the ghosts of the past have actually been laid to rest. As she revisits Winterborne School, Liz becomes convinced that the festering evil is once again attempting to exert it's influence. Liz is forced into an uneasy alliance with the now disgraced former headmaster of the school, Gavin Purcell as she must overcome her own emotions to fight the ancient evil that haunts Winterborne.