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Episode Guide
The Faceless Ones
Production Code: KK
Season 4, Story Number 35
Directed by Gerry Mill

Each episode is identified with date of transmission, duration, ratings in millions, and (for 1963-1974 only) archive status.

Episode 1
08 April 1967 | 23'47" | 8.0 | 16mm t/r
Episode 2
15 April 1967 | 25'22" | 6.4 | Not in archive
Episode 3
22 April 1967 | 23'10" | 7.9 | 16mm t/r
Episode 4
29 April 1967 | 24'28" | 6.9 | Not in archive
Episode 5
06 May 1967 | 23'34" | 7.1 | Not in archive
Episode 6
13 May 1967 | 23'38" | 8.0 | Not in archive
Archive Status: Episodes 1 and 3 exist as 16mm telerecordings; episode 1 was held by the Film & TV Library when audited in 1978, and later an incomplete print was returned by the Australian Broadcasting Company in 1981, while a damaged print of episode 3 (missing several frames) was recovered in 1987 in a private sale. Telesnaps (off-air camera photographs) from this story exist in the BBC Archives. Episodes 2, 4, 5 and 6 were destroyed and do not exist in the archives, though an 8mm home movie clip does exist from episode 2, as follows:

Episode 2The impostor Polly brushing the Doctor aside when he asks why her English is so good. [0:03]
Patrick Troughton (Dr. Who), Michael Craze (Ben Jackson), Anneke Wills (Polly Wright), Frazer Hines (Jamie McCrimmon), Pauline Collins (Samantha Briggs), James Appleby (Policeman), Colin Gordon (Commandant), George Selway (Meadows), Wanda Ventham (Jean Rock), Victor Winding (Spencer), Peter Whitaker (Inspector Gascoigne), Donald Pickering (Blade), Christopher Tranchell (Jenkins), Madalena Nicol (Nurse Pinto), Bernard Kay (Crossland), Gilly Fraser (Ann Davidson), Brigit Paul (Announcer), Barry Wilsher (Heslington), Michael Ladkin (R.A.F. Pilot), Leonard Trolley (Supt. Reynolds)
The TARDIS arrives on a runway at Gatwick Airport and the travellers are forced to split up to avoid arrest by a policeman (James Appleby). Polly hides in the Chameleon Tours hangar where she witnesses the murder of a man (Peter Whitaker) by one of the company's employees, Spencer (Victor Winding), using a ray gun. Ben meanwhile watches as the TARDIS is moved to hangar four. Polly finds the Doctor and Jamie and tells them what she has seen. The Doctor examines the body and discovers that the man was killed by an alien weapon. He sets off to warn the authorities. Unknown to the travellers, Polly's presence in the hangar was detected by Spencer, whose superior Captain Blade (Donald Pickering) orders him to kidnap her as she can identify him. The man Polly saw killed was Inspector Gascoigne. Inside a secret control room within the hangar Spencer tells Blade that Gascoigne had discovered 'the postcards' and had to be killed. The man's body is disposed of and Spencer succeeds in kidnapping Polly, who is sent for processing.

The Doctor and Jamie are held by immigration officials as they have no passports. They manage to persuade the Commandant (Colin Gordon) to investigate their claims but by the time they arrive at CT's hanger the body is gone. Back at immigration control they spot Polly amongst some passengers disembarking from a flight, but she claims not to know them and states that her name is Michelle Leuppi. The Doctor and Jamie slip away from the Commandant and the police and hide in the airport concourse. There they see Michelle working at the Chameleon Tours reception desk.

Spencer and Blade usher a strange featureless humanoid across the airport to the medical centre. There a nurse operates a machine which turns the alien into a duplicate of George Meadows (George Selway), the air traffic controller. The alien is given a black armband while the real Meadows is given a white one.

Ben catches up with the Doctor and Jamie. The Doctor suspects that Michelle knows about the murder. They overhear Blade telling Michelle that she must leave on the next CT flight. The Doctor sends Ben back to the hangar to search it while the he tries to warn the Commandant.

A young girl called Samantha Briggs (Pauline Collins) arrives at the CT desk searching for her brother Brian, who left for Rome on a CT flight some weeks earlier. She has received a postcard from him but the authorities in Rome can find no trace of him. Jamie overhears Samantha's story and introduces himself.

Detective Inspector Crossland (Bernard Kay) meets the Commandant to inform him that he is investigating the disappearances of Brian Briggs and Inspector Gascoigne. The Doctor enters air traffic control but the Commandant orders his arrest and he is forced to flee.

Ben searches the CT hangar and finds Polly in a trance-like state inside a large packing crate. He tries to use the office phone to call the Commandant. The Doctor is investigating the office behind the CT reception desk. He sees Ben on a monitor screen being attacked and rushes over to the hangar, where he finds George Meadows' motionless body in a packing crate. A strange voice lures the Doctor into the secret control room and the door closes, trapping him inside as it fills with gas. The Doctor manages to block the gas inlet, and when Spencer returns to the office he jumps him and takes the man's weapon. He then returns to the main concourse and finds Jamie, Samantha and Crossland. While the Doctor and Crossland go together to see the Commandant, Jamie and Samantha search the CT hangar. They find a pile of postcards written by young former CT passengers, which are ready to be sent abroad for posting back to their parents.

The Doctor demonstrates the freezing effect of Spencer's weapon for the Commandant, who grants him twelve hours to investigate events. A recovered Spencer meanwhile orders the fake Meadows to plant on the Doctor a small device which will enable him to be killed.

Crossland boards the CT plane to quiz Blade about the disappearances. Once there however he is taken prisoner by Blade and the stewardess Ann Davidson (Gilly Fraser) and discovers that the plane is really a disguised spaceship. He sees that the passengers that boarded earlier have now all vanished.

The Doctor and Jamie discover the secret control room in the CT hangar. Spencer operates the device Meadows has planted on the Doctor and he collapses. Jamie quickly removes the devise from the Doctor. Spencer enters the hangar and after a short struggle both Jamie and Samantha are frozen by the alien gun. When they recover they find the Doctor also regaining consciousness. They are all tied up and a laser beam is set to cut through them. They use a small mirror from Samantha's purse to deflect the beam and escape their bonds.

The Commandant's secretary Jean Rock (Wanda Ventham) reports that no CT aircraft has ever arrived at its scheduled destination. The Commandant arranges for an RAF fighter to follow the next CT flight to see where it goes.

The Doctor and Jamie try to enter the medical centre but are obstructed by the officious Nurse Pinto (Madalena Nicol). They enlist the help of Jean, who pretends to faint in order to lure the nurse out of the medical centre. The Doctor then sneaks in and discovers the real nurse in trance. Before he leaves he picks up some of the duplicates' armbands.

Samantha buys a ticket for the next CT flight to Rome, still hoping to find her brother. Jamie is worried that she is putting herself in danger. He steals the ticket from her and boards the plane in her place. Samantha is lured into the office at the CT kiosk and kidnapped by Spencer. The plane takes off and Jamie begins to feel sick. He spends the flight in the toilet and is absent when the other passengers suddenly vanish.

The air traffic control centre at Gatwick tracks the latest CT flight, which is being tailed by an RAF fighter. Aboard the CT plane Blade spots the fighter and destroys it. The plane suddenly vanishes from Gatwick's radar screens. The Doctor realises that is heading up into space.

The plane's wings retract and it takes on the shape of a rocket before docking with a space station above the Earth. Jamie explores the station until he discovers a room filled with the miniaturised bodies of all the missing passengers. The young Scot is spotted by Davidson and two of the faceless humanoid creatures and is taken before one of their leaders, who has adopted the appearance of Crossland.

The Doctor has the Commandant arrest the fake Meadows. By threatening to remove his black armband, he extracts from the man an admission that he is a member of a race who have become known as Chameleons. The Chameleons have lost their individual identities after an explosion on their home planet. They are dying, but their scientists have discovered a means of stealing the identities of others. To that end CT tours was set up as a front for the kidnapping of fifty thousand young men and women, who are now held in the space station one hundred and fifty miles above the Earth.

The Doctor uses Meadows' duplicate to gain entry to the medical centre, where the fake nurse Pinto is holding Samantha. A struggle ensues between the fake Pinto and Meadows, during which the real Pinto's armband is ripped off. The alien disintegrates and the real Pinto quickly regains consciousness.

Blade returns to Gatwick in the CT plane and begins to gather all the Chameleon duplicates for transportation to the space station. The Doctor and Pinto don armbands and pretend to be Chameleons, while the Commandant and his men search the airport for the inanimate bodies of the missing staff that the aliens have replaced. The Doctor and Pinto are taken to the space station but Blade has discovered their subterfuge and captures them. The Doctor is taken before the fake Crossland and another of the Chameleons' leaders who has taken the form of Jamie. The Doctor warns them that the Commandant has found the missing airport staff and will shortly remove their armbands, thus killing the Chameleons who have taken on their forms. The aliens contact the Commandant who also tries to convince them that he has found the missing staff. The Chameleon leaders realise that this is a bluff, however, and decide that the Doctor and Pinto should be processed.

Back at the CT kiosk Jean and Samantha discover a list of twenty five car registrations and deduce that the aliens have hidden the missing staff in the boots of cars in the car park. They remove the armband from one man and his counterpart on the space station disintegrates. The Commandant warns the aliens that he is ready to remove Blade's armband next. The fake Blade guns down the fake Crossland and Jamie when they refuse to co-operate and takes command. He agrees to return all the missing humans as long as his people are allowed to revert to their faceless forms. The Doctor promises to help the Chameleons' scientists with their research into a permanent cure for their condition.

The Doctor is reunited with his companions and they return to Earth. Ben and Polly realise that this is the same day on which they began their travels with the Doctor incarnation and decide to remain in their own time. The Doctor and Jamie head back to the TARDIS and can only watch as it is driven off on the back of a van.

Synopsis from Doctor Who: The Second Doctor Handbook by David J. Howe, Mark Stammers and Stephen James Walker, reprinted with permission; further reproduction is not permitted.

Production Team
Sue Marlborough (Assistant Floor Manager), Peter Bryant (Associate Producer), Peter Bryant (Associate Producer), Daphne Dare (Costumes), Sandra Reid (Costumes), Geoffrey Kirkland (Designer), Tony Imi (Film Cameraman), Chris Hayden (Film Editor), Gillian James (Make-Up), Innes Lloyd (Producer), Richard Brooks (Production Assistant), Gerry Davis (Script Editor), Brian Hodgson (Special Sounds), Howard King (Studio Lighting), Gordon Mackie (Studio Sound), Delia Derbyshire (Theme Arrangement), Ron Grainer (Title Music)
Story Notes
The TARDIS returns to the 20th century for a rather forgettable tale which features the somewhat vague departures of Anneke Wills and Michael Craze (Polly and Ben), who were originally contracted for both this and part of the subsequent story; they appear only in episodes 1 and 2 and a brief pre-filmed appearance in episode 6. The new opening theme for the series (a remix of the original tune by Delia Derbyshire) premiered on episode 2 of this story, not on its predecessor, "The Macra Terror". The working title for this story was "The Chameleons", though the story was developed from a proposal called "The Big Store" by Malcolm Hulke and David Ellis, which incorporated the chameleon aspect of the aliens. The character of Samantha Briggs was originally destined to become a companion, though actress Pauline Collins declined the role beyond this story. New producer-in-training Peter Bryant (who would oversee Season 5) served as associate producer on this and the following story. Cast member Wanda Ventham would later appear in several Who stories (including "Image of the Fendahl" and "Time and the Rani"). Filmed partially on location at Gatwick Airport, the story's end -- with the TARDIS being taken away in a lorry -- leads directly into "The Evil of the Daleks".
For more in-depth information about the contents of this story, a complete episode-by-episode detailed breakdown can be found at the Doctor Who Reference Guide.
Additional, more detailed information about the production of this story can be found at Shannon Patrick Sullivan's A Brief History of Time (Travel).
DVD release
Released as part of the "Doctor Who: Lost in Time" DVD set in the UK [November 2004] (BBC DVD catalog #1353) and US/Canada [November 2004] (WHV catalog #E2083); three disc set (released as a complete set in the UK and as both a boxed set and individually by Doctor in North America as WHV catalog #E2081 for Hartnell, #E2082 for Troughton); photomontage cover (UK version by Clayton Hickman.) Included are complete existing episodes 1 and 3, as originally remastered for the "Reign of Terror" VHS boxed set; at the time, the episodes were remastered using Spirit telecine transfer from 16mm print and VidFIRE video motion remastering; credits also remade. The existing 8mm off-air home movie footage from episode 2 is also included as part of the "8mm Off-Screen Footage" option.
Video release
Episodes 1 and 3 released on "The Reign of Terror Collectors' Set" in the UK [November 2003] and Australia/New Zealand [December 2003] (BBC catalog #7335), US/Canada [October 2003] (WHV catalog #E1853), episodic version, photomontage cover. The set also includes existing William Hartnell episodes from "The Reign of Terror" (episodes 1, 4, 5 and 6) and Patrick Troughton episode from "The Web of Fear" (episode 1). Full release not possible due to loss of remainder of story.
Audio release
Complete audio soundtrack released on CD as "The Faceless Ones" by the BBC Radio Collection in February 2002, narrated by Frazer Hines.
In Print
Novelised as "Doctor Who - The Faceless Ones" by Terrance Dicks (Target #116), first released in 1986 with cover art by Tony Masero.
For more details on the various novelizations of this story, with additional background material, artwork and details of both UK and foreign releases, visit On Target.
Links and Additional Info
Photonovel: The official BBC Doctor Who website has released a "photonovel" of this lost story using images, video clips and the original audio soundtrack; you can visit the BBC website to view the Photonovel.

Reconstruction: Reconstructed using photos and the original audio soundtrack by Loose Cannon Productions; details are available at recons.com. Also reconstructed earlier by Joint Venture Productions, no longer in circulation.

Full Script: The script for "The Faceless Ones" can be found at the Scripts Project site, hosted by the Earthbound Timelords.
Screencap Descriptions
Descriptions of each story screen capture above right, top to bottom:
  • A plane at Gatwick airport
  • the TARDIS lands on the Gatwick runway
  • the Doctor, Jamie, Ben and Polly together
  • Jamie (Frazer Hines) talks to Samantha Briggs (Pauline Collins)
  • a Chameleon in its true form
  • the Doctor (William Hartnell) is met by Meadows (George Selway)
  • Ben and Polly (Michael Craze, Anneke Wills) bid farewell to the Doctor, having returned to their own time
  • the Doctor tries to stop a takeoff by interfering with landing gear