- The Liberator detects a mysterious spiky metal globe floating in space. Avon deduces that it is an artificial planet, but can't raise any communication. Then Cally disappears - apparently abducted inside the "planet". As well as affecting minds, this "Ultraworld" turns out to be capable of stealing them - and using the zombified bodies of space travelers to trap others. But the crew must ultimately face the menace that rules from the center of the Ultraworld...—frank-270
- The Liberator has detected reflections from a strange object which emits no electromagnetic radiation. Avon wishes to take a closer look at what this 'lump of nothing' is. It turns out to be a large, silver globe rotating in space. Avon deduces that it is an artificial planet, but can't raise any communication. He agrees with Cally that it is probably of alien, not human, origin. While the others feel that there is danger (and Vila is too busy teaching Orac jokes), Avon wants to take a look. In the end, they agree to put the Liberator in orbit and observe. While the others rest as orbit is approached, Cally is overcome by a mind-controlling signal from the planet.
Dayna interrupts more of Vila's jokes, having discovered that Cally is missing and that the teleport has been tampered with. Avon gets a faint signal from what sounds like Cally's voice (in reality, a recording). Avon, Tarrant and Dayna decide there is no option but to teleport down to rescue Cally, as nothing more can be learned from orbit; leaving Vila behind with Orac.
Avon, Tarrant and Dayna find themselves in the gloomy ribbed tunnels of the artificial planet; circuit diagrams resembling maps show Avon that it is a giant computer, of sorts. Passing a bright light, the explorers encounter three blue men called the Ultra. The Ultra are in charge of this Ultraworld, which appears to be intelligent itself. Their function is to gather and accumulate information. They know about the Liberator crew, and show Cally on a screen - an Ultra says that she has undergone severe mental trauma and is in a sleep cell for recovery.
The Ultra agree to let the others see her. Avon speculates that they may be telling the truth, but Tarrant is sceptical. Avon contacts Vila and warns him to be on guard and prime the neutron blasters in event of emergency.
In the meantime, Tarrant has returned to the control room. Examining a rack of tubes, he selects one and places it in a hole in the control console. The image of a Menial called Relf appears. Relf's thoughts and memories are in the tube, but cannot tell Tarrant where he is. Relf adds that while there are others like him, some have been absorbed into something called the Core. He is interrupted by the Ultra and hides.
The Ultra look at Cally on the screen, and say that her mental profile and personality spectrum are transferred to the memory store, and that she is ready for absorption. Tarrant trains his blaster on the Ultra, who tell him that he cannot resist the power of the Core. Luckily, Dayna sends in a motorised explosive that detonates, confusing the Ultra and allowing Tarrant and Dayna to escape.
Avon, in the meantime, has been overpowered by Relf, after warning Vila that their situation doesn't look promising.
Tarrant and Dayna find the still life forms of three memory-wiped victims. Relf and two other Menials enter to take one of the men to a conveyor room. The man is placed on the conveyor belt and fed into the Core, a huge brain-like organism in the middle of the planet. Tarrant says that with every new victim, the Core expands and increases in brainpower.
The Ultra have placed Avon in a sleeping cell, and having overpowered him, decide to involve Tarrant and Dayna in an experiment. Tarrant and Dayna are forced into a storage room by the Ultra, who use a stick to cause explosions wherever they run to. In the storage room, they find Cally and prepare to find her memory tube. They contact Vila and tell him to get ready to teleport them up, but are overpowered by two menials. One of the Ultra demand that Tarrant and Dayna take part in The Bonding Ceremony for the Core's databanks. The Ultra considers releasing their friends if they agree. Dayna agrees and starts to kiss Tarrant in front of a camera. However, Dayna uses a small explosive (hidden in a tooth) to escape, and the two run to find their friends.
The Ultra, in the meantime, attempt to lure Vila into joining them, but Orac takes Vila's mind off the hypnosis by forcing him to recite riddles. The Liberator docks in a bay in Ultraworld.
In the conveyor room, Cally is being prepared for absorption. Tarrant manages to knock out one of the Menials, who falls onto a shelf of memory tubes, and all the Menials to freeze. Tarrant and Dayna free Cally and find Avon. They are both placed in sleeping cells to have their memories and personalities slowly restored. Tarrant is initially concerned at whether he got Cally and Avon's memory tubes the right way round, but has no way of making sure, so trusts to luck.
The Core, meanwhile, is having some sort of brainstorm, due to interfering energy waves from somewhere on the Liberator. It starts to fall apart and split open. In the confusion, Avon and Tarrant get their weapons, and Tarrant shoots two of the Ultra before joining Cally and Dayna and boarding the docked Liberator. They leave Ultraworld behind, as the single remaining Ultra attempts to reverse the destruction. However, he is unsuccessful and, like his dead compatriots', his skin begins to crumble and split apart...
As Ultraworld melts into space, Orac confirms that Vila played his part in distracting and confusing the energy waves emanating from the planet. Orac then projected the wave emissions back at the Core - self brain washing. Thanks to nonsense riddles, Avon sardonically opines that a logical, rational intelligence is no match for Vila.
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