Mr. Finch, the headmaster of Deffry Vale School, has been changing the school to improve the students' performance; his changes include free lunches with special chips. The Doctor, under the alias "John Smith", is undercover as a science teacher in the school and is shocked by the uncommon intelligence of the students. His companion, Rose Tyler, is working undercover in the school's canteen. Both the Doctor and Rose relate the mysterious events around the school to the chips: Rose observes that the chip oil has an adverse effect on the other kitchen staff, while the Doctor notes that the chips themselves are making children more intelligent.
The higher-than-average intelligence of the children has aroused media attention - in particular, the attention of investigative journalist Sarah Jane Smith. While at first the Doctor feigns ignorance, when Sarah Jane discovers the TARDIS during the night, he is forced to admit his identity. Sarah Jane meets Rose and Mickey, much to the chagrin of Rose; they then find thirteen bat-like creatures asleep in Finch's office. Sarah Jane reveals a battered, inactive version of K-9 (pictured above), which - once repaired - identifies the chip oil as Krillitane oil. Rose, who was unaware he had past travelling companions and thought that she had "something special" with the Doctor, confronts him; he replies sadly that, while she can spend the rest of her life with him, he cannot spend the rest of his life with her.
The following day, the group returns to the school to investigate further. The Doctor confronts Mr. Finch, who confirms that he and the others are Krillitanes - a composite species that takes desirable attributes of the species they conquer. He attempts to subvert the Doctor, without success. Meanwhile, Sarah Jane and Rose try to unlock the programming on the school's computers; Mickey and K-9 remain in Sarah Jane's car for surveillance. With the Doctor's help, they discover that the computers - bolstered by the students' enhanced intelligence - are part of a Krillitane effort to solve the "Skasis Paradigm", a theory of everything. As the paradigm is nearly solved - which would allow the Krillitanes full control over time and space - the Krillitanes seal the school. Mr. Finch propositions the Doctor a second time, tempting him with the ability to save the Time Lords and override human mortality. With Sarah Jane's counseling, the Doctor refuses, and they run from Mr. Finch. Mickey crashes Sarah Jane's car through the school's doors and unplugs the computers, allowing the children to flee. The Doctor leads the Krillitanes to the kitchen; upon their arrival, K-9 opens fire on the oil barrels, destroying the Krillitanes, the school, and himself.
At episode's end, Rose, Sarah Jane, Mickey, and the Doctor are standing by the TARDIS. Sarah Jane declines a second chance of travelling in the TARDIS. Mickey says he would like to travel in the TARDIS instead, a suggestion of which Sarah Jane approves. She then asks Rose to stay with the Doctor and - if she needs help - to find her. Sarah Jane then gets a chance to part properly with the Doctor, who leaves her with a brand new K-9 as a parting present.
Doctor David Tennant (Tenth Doctor)
Companions Billie Piper (Rose Tyler)
Noel Clarke (Mickey Smith)
Elisabeth Sladen – Sarah Jane Smith
Anthony Head – Mr Finch
Rod Arthur – Mr Parsons
Eugene Washington – Mr Wagner
Heather Cameron – Nina
Joe Pickley – Kenny
Benjamin Smith – Luke
Clem Tibber – Milo
Lucinda Dryzek – Melissa
Caroline Berry – Dinner Lady
John Leeson – Voice of K-9
Writer Toby Whithouse
Director James Hawes
Script editor Helen Raynor
Producer Phil Collinson
Executive producer(s) Russell T. Davies
Production code 2.3
Series Series 2
Length 45 minutes
Originally broadcast April 29, 2006