As the Cybermen attempt to delete the Doctor, he uses a charging TARDIS power cell to send tendrils of energy which disintegrate them. Pete wants to go back for Jackie, but the Doctor tells him she is dead. Pete reveals that he is the source of the Preachers' inside information on Lumic and that he only joined Lumic to feed information to the Security Services. The Doctor tells the Preachers that they need to get to the city and tell the authorities about Lumic.
Lumic broadcasts a signal via the EarPods throughout London. Those affected, including Jackie, begin walking towards the Battersea Power Station factory. Cybermen begin stalking the streets as the city is sealed off. The group decides to split up to increase their chances of getting out of the city. However, the Cybermen catch up with Ricky while he is climbing a fence and kill him.
Crane is brought before Lumic and requests an upgrade. This is only a ruse to get close to Lumic's wheelchair. He is able to damage the life support systems before he is killed by the Cybermen. The Cybermen suggest Lumic upgrade himself. When he refuses they disconnect his life support and take him away.
Mickey tells the group of Ricky's demise; Jake is angry, turning on Mickey. They go to view Battersea, and see Lumic's Zeppelin moored on the roof. Pete suggests they get in through the front door, using dummy EarPods. Rose demands to go with him. The Doctor plans sabotage the EarPod transmissions and tells Jake to take out the transmitter, which the Doctor, determines to be on the Zeppelin. Jake reluctantly takes Mickey with him.
The Doctor and Mrs Moore enter the cooling tunnels, which are filled with unactivated Cybermen. Meanwhile, Rose and Pete join the line of humans entering the factory, while Mickey and Jake make it to the mooring station on the roof. After knocking out two hypnotised guards they enter the airship.
Mrs Moore tells the Doctor that she used to work for Cybus Industries, but after reading a file that she was not supposed to she was hunted by Lumic and went on the run. She also tells him her husband and two children think her dead and that her real name is Angela Price. They do not notice a red light flashing at their passing. An alarm alerts Cyber control to movement. The Doctor and Mrs Moore escape just in time through a hatch.
In the factory, Pete and Rose move towards the conversion chambers. A Cyberman approaches them. It reveals that it was once Jackie and recognizes Pete. Rose and Pete are captured and taken to Cyber Control.
The Doctor and Mrs Moore meet a Cyberman, which Moore deactivates with an EMP bomb. The Doctor opens the chest of the downed Cyberman, finding bits of an organic nervous system and an emotional inhibitor. The Cyberman stirs, with its inhibitor broken, it remembers who it was. The Doctor eases her into death with the sonic screwdriver. He realises that the solution is to find the cancellation code for the inhibitor and feed it throughout the system. The shock of realising what they are would kill them and he questions if this is morally right. Suddenly a Cyberman appears from behind and kills Mrs Moore, and takes the Doctor to the factory's central command to be studied.
On the Zeppelin, Mickey finds the that the transmitter control is behind a steel plate. Jake suggests they destroy it by setting the autopilot of the ship to crash. Mickey begins to hack into the ship's systems, but activates a silent alarm in the process.
The Doctor is brought to Cyber Control where he meets Pete and Rose. The Doctor asks where Lumic is. A Cybermen tells him he has been upgraded. A wall slides back and reveals the former Lumic, now a specialised Cyber Controller with glowing eyes and a transparent brain case, seated upon a giant steel throne.
A Cyberman on the Zeppelin comes to life in response to the silent alarm. Mickey tricks it into throwing a punch at him and then ducks out of the way so it punches through the steel plate protecting the transmitter control. The Cyberman's falls at the same time the transmission is cut off. The humans in the factory snap out of their trances and begin to flee.
The Doctor hears the cries and realises that Mickey and Jake have succeeded. Lumic refuses to admit defeat saying that the conversions will take place by force. The Doctor sees a light on a camera and realises that Jake and Mickey are observing through a monitor in the Zeppelin. The Doctor then stalls Lumic, challenging his assertions.
As Mickey, listens, he realises the Doctor is dropping hints about him finding a code that will shut down the emotional inhibitors. He searches the Lumic database to decrypt the code, which he sends to Rose's mobile phone. The Doctor commends Lumic for designing his systems to be able to interact with anything, which he promptly demonstrates by plugging Rose's phone into the console, sending the code across the Cyber system.
All over the factory, the Cybermen's inhibitors shut down; they see each other and realise what they have become. The Cybermen begin to malfunction and collapse. The Doctor, Rose and Pete run out of the control room as the factory begins to be consumed in fire. However, unaffected by the transmitted code (except for displaying sheer rage), Lumic is able to free himself from his chair.
Mickey calls Rose and tells her to make for the roof, lowering a ladder from the Zeppelin for them. As the Doctor, Rose and Pete climb Lumic begins climbing up after them. The Doctor throws Pete his sonic screwdriver and tells him to use it on the rope. Pete cuts the ladder, sending Lumic to his apparent death in the burning factory.
The Doctor returns to the TARDIS with the fully charged power cell and restores power to the ship. Rose tries to explain to Pete that she is his daughter, but Pete is unable to accept this. The Doctor tells Jake Mrs Moore's real name, asking him to find her family and tell them how she died. Mickey announces he is staying to help destroy the other Cybermen factories and help his blind grandmother. Rose promises that they will visit him but the Doctor tell her they can never come back to a parallel universe.
Rose and Mickey share an emotional farewell, and Rose returns to the TARDIS. The Doctor and Rose visit Jackie's flat some time later where Rose breaks down on seeing her mother alive and The Doctor tells her that Mickey has "gone home".
Back in the parallel universe, Mickey tells Jake that they can remember Ricky by fighting in his name. Jake is sceptical that the two of them can do that with a van. Mickey tells him he once "saved the universe with a big yellow truck".
Doctor David Tennant (Tenth Doctor)
Companions Billie Piper (Rose Tyler)
Noel Clarke (Mickey Smith)
Camille Coduri – Jackie Tyler
Shaun Dingwall – Pete Tyler
Roger Lloyd Pack – John Lumic
Andrew Hayden-Smith – Jake Simmonds
Colin Spaull – Mr Crane
Helen Griffin – Mrs Moore
Duncan Duff – Newsreader
Paul Kasey – Cyber-Leader
Nicholas Briggs – Cybermen (Voice)
Writer Tom MacRae
Director Graeme Harper
Script editor Helen Raynor
Producer Phil Collinson
Executive producer(s) Russell T. Davies
Production code 2.6
Series Series 2
Length 2nd of 2-part story, 45 minutes
Originally broadcast May 20, 2006