The TARDIS falls through a CVE into E-Space and arrives on the planet Alzarius. There the inhabitants of a crashed Starliner and a group of young rebels called the Outlers, led by a boy named Varsh and including his brother Adric, are being terrorised by a race of Marshmen who emerge from the marshes at a time known as Mistfall.
The TARDIS enters the universe of E-Space and lands on the planet Alzarius where Mistfall is occurring.
The Doctor and K-9 are stranded when the TARDIS is stolen by the Marshmen.
The Doctor and Romana are taken to the tower and meet the three mysterious rulers.
Marshmen are on the rampage through the ship and the Doctor finally uncovers the tragic truth of the Starliner.
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