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The aerodrome in Culverton has new owners, and they promise an era of prosperity for the idyllic village. But former Spitfire pilot Alex Whistler is suspicious - when black-shirted troops appear on the streets, he contacts his old friend Brigadier Lethbridge-Stewart at U.N.I.T. The Third Doctor is sent to investigate - and soon uncovers a sinister plot to colonise the Earth. The Gaderene are on their way.