- Luke eventually escapes from the Slitheen but the bigger problem is Mr. Smith, who is trying to kill Sarah Jane and her neighbours. However, help comes from an unexpected quarter, K9, Doctor Who's old robot dog, who now lives with Sarah Jane,and who keeps Mr. Smith busy in combat while Alan prepares the virus that eventually shuts down Mr. Smith and returns him to being Sarah Jane's benevolent helper, whilst the Slitheen escape empty-handed.—don @ minifie-1
- Late at night, Sarah Jane sneaks into the Pharos Institute. She evades the guards and, with the help of her sonic lipstick, steals one of the MITRE telekinetic headsets. As she makes her exit, the alarms sound and security are dispatched on motorbikes to pursue her. She disables the bike, and gets away with the headset.
The next day, Maria tries calling Clyde again, but he is not answering. His mother calls her and tells her he did not come home last night, making Maria even more worried. She tells Alan about Clyde's suspicions about Luke's "parents", and they decide to go and try to find Clyde. They go to the Stafford house, finding it deserted. They sneak inside to investigate and find one of the skin suits, and Maria realizes with horror what they really are. Meanwhile, the Slitheen are taking Luke in a truck to the Pharos Institute. "Mr. Stafford" says the Xylok told them to wait to enact their plan, but Nathan, hell-bent on using Luke to get his revenge, scorns Stafford for trusting such a creature. Clyde wakes up in a dark place filled with ever-changing number sequences, and realizes that his is somehow inside Mr. Smith. Mr. Smith's voice explains that Clyde has a part to play in his plan to fulfill his purpose, one which will end in their deaths. Just then, Sarah Jane returns with the headset, unwittingly giving it to Mr. Smith to "analyze". Clyde desperately tries to think of something to do from inside the super-computer, and has an idea.
Maria and Alan return to tell Sarah Jane of their findings, but Chrissie is at the house and tells Alan his computer is making strange noises. Alan sends Maria to Sarah Jane's alone under the guise of running an errand. Sarah Jane is initially dismissive of Maria, but is horrified at the revelation that Luke's parents are in fact Slitheen. At the empty Pharos Institute, the Nathan puts ear protection on Luke before knocking the gate guard out with a sonic weapon. Nathan gloats that by the time the guard wakes, their plan will be complete. At the Jackson house, Alan's laptop has activated without him. When Chrissie leaves, a strange message appears from Clyde, who is using Mr. Smith to hack Alan's computer. He tells him to warn Sarah Jane about Mr. Smith, though she and Maria are already upstairs as Alan races over. As soon as They tell him about the Slitheen, Mr. Smith reveals his true colors and tries to kill them. They barely escape, and Mr. Smith finds out Clyde communicated with Alan's computer. He says both the Slitheen and Sarah Jane have been useful, but now it's Clyde's turn. He knocks Clyde out so he can no longer talk to the group, and Alan asks a betrayed Sarah Jane where Mr. Smith came from. Sarah tells them about how, over a year ago, a geologist friend of hers sent her a mysterious crystal from the site of the Krakatoa eruption. It started communicating with her through technology, claiming to be the memory cell from an ancient alien spaceship. It offered to help Sarah Jane keep tabs on alien activity on earth, and built Mr. Smith to do it. She says whatever Mr. Smith's reason for turning on her, she has to find Luke before the Slitheen finish their scheme with the telekinetic energizer. Sarah Jane realizes that the Slitheen must have acquired the plans for MITRE, had the Pharos build it for them, and now plan to use it on Luke and harvest his telekinetic energy to sell. If they are successful, Luke will be killed.
At the Pharos, Luke is tied to a chair and placed in the MITRE headset. They activate it and begin filling their storage with his telekinetic power. However, Luke's mind proves to strong. He overloads the system, and uses the headset to escape. Nathan sheds his human skin and hunts him down, but Luke outmaneuvers him and gets away, running as fast as he can from the institute. Sarah Jane, Maria, and Alan stop by a chip shop to pick up bottles of vinegar, which is lethal to the Slitheen, before going to the Pharos. However, upon arrival, they find the Slitheen in shambles in the wake of Luke's escape. Nathan sneaks up on them and takes Maria hostage, forcing them to surrender their weapons. Nathan reminds Sarah Jane who he is, and she says she never meant for his father, or any of them to die. Nathan says the Xylok, Mr. Smith, offered to help him get revenge on Sarah Jane and her friends, but Sarah Jane tells him it was Mr. Smith who sent her to steal the telekinetic energizer for him. The Slitheen don't understand, but Sarah Jane realizes that Mr. Smith knew Luke would escape, and when he did, he would return home. Sure enough, Luke makes it back to number 13, finding it empty. Mr. Smith calls him up to the attic, and orders him to put on the MITRE headset. When Luke refuses, Mr. Smith shows him Clyde and threatens to kill him. With no choice, Luke dons the headset, and Mr. Smith activates it.
Nathan tries to kill Sarah Jane, but the other Slitheen stop him and hear her out. She says that Mr. Smith told her the headset could be a destroyer of worlds with the right mind, Luke's mind, behind it. Just then, MITRE goes online, and the ground begins the shake violently. Looking outside, the moon begins moving towards earth, as the gravitational disturbance starts to rip the planet apart. Nathan tries to teleport away to the Slitheen ship, but Sarah Jane warns them that the moon will destroy them too, and they agree to help Sarah Jane, who asks Alan to help her destroy Mr. Smith. Luke is helpless as Mr. Smith uses him to bring the moon crashing towards earth, and outside the streets are in chaos. At the Pharos, Alan programs a disk with a powerful virus and give it to Sarah Jane, and the Slitheen show her how to use their teleporter to get back to the attic. She confronts Mr. Smith for using her all this time, and he states his purpose has always remained the same; to release the rest of the Xylok from beneath the earth's crust by tearing the planet open. He releases Clyde to give them a quick death, but Sarah Jane unlocks her wall safe and calls upon K-9 to protect them. K-9 transports himself into the attic and fights Mr. Smith while Sarah Jane inserts the virus disk, which begins to wipe Mr. Smith's memory. He forgets his purpose and desperately asks Sarah Jane to give him one. Sarah Jane gives him his new purpose, to defend the earth, and Mr. Smith shuts down to reboot, turning off the headset, freeing Luke, and putting the moon back into orbit.
The gang are reunited and watch as the Slitheen fly away into the night sky. In the closing narration, Sarah Jane says that even with all the amazing things she's seen in space, strange things can happen on earth too, though she never expected to find a family.
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