The Ultimate Foe

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143d[1]The Trial of a Time Lord: The Ultimate Foe
Doctor Who serial
Ultimate Foe.jpg
The final battle between the Doctor and the Valeyard
Directed by Chris Clough
Written by Robert Holmes (episode 13)
Pip and Jane Baker (episode 14)
Script editor Eric Saward (episode 13), John Nathan-Turner (episode 14, uncredited)
Produced by John Nathan-Turner
Incidental music composer Dominic Glynn
Production code 7C[2]
Series Season 23
Length 2 episodes, 25 minutes and 30 minutes
Date started 29 November 1986
Date ended 6 December 1986
← Preceded by Followed by →
The Trial of a Time Lord: Terror of the Vervoids Time and the Rani
List of Doctor Who serials

The Ultimate Foe is the fourth and final serial of the 23rd season in the British science fiction television series Doctor Who, which was first broadcast in two weekly parts from 29 November to 6 December 1986. It is part of the larger narrative known as The Trial of a Time Lord, encompassing the whole of the 23rd season. This segment is also cited in some reference works under its working title of Time Incorporated (or Time Inc.). The title The Ultimate Foe is never used on-screen and was first used in relation to these episodes for the 1988 novelisation, with the two episodes that comprise the serial being referred to as The Trial of a Time Lord Parts Thirteen and Fourteen. This was the last story to feature Colin Baker as the Sixth Doctor, as Baker declined to do the regeneration (when he was dismissed from the role) for the following story, Time and the Rani.


The Doctor boldly claims the Valeyard's evidence has been falsified, and the Matrix has been tampered with. The Keeper of the Matrix insists this impossible. Glitz and Mel arrive unexpectedly in the courtroom. The Master appears on the Matrix screen to claim responsibility and to demonstrate it's possible to breach the Matrix. At the Master's insistence, Glitz reveals the data he tried to obtain on Ravolox included technological secrets from the Matrix, which was stolen by the Sleepers. The Time Lords traced the Sleepers to their base on Earth and dragged the planet across space to the location in which the Doctor found it - and nearly annihilating all life in the process. The Doctor denounces the Time Lords as decadent and corrupt. The Master explains that the Valeyard is a manifestation of the Doctor's darker side created from his twelfth regeneration; the High Council offered the Valeyard the Doctor's remaining regenerations in exchange for falsifying evidence.

When the Doctor demands to halt the trial as he cannot be both the defendant and prosecutor, the Valeyard flees into the Matrix, a virtual reality where normal logic does not apply. The Doctor pursues with Glitz, emerging next to a building labelled "The Fantasy Factory (proprietor: J. J. Chambers)". A clerk named Mr. Popplewick sends them to a deserted wasteland. To the Doctor's horror, hands emerge from the ground and grab him, dragging him underground. Glitz is unable to rescue him, but the Doctor rises from the ground unharmed, insisting correctly that nothing that happens in the Matrix is real. The Valeyard appears and taunts the Doctor before unleashing nerve gas, forcing the Doctor and Glitz to take refuge in a run-down cottage. As they stumble inside, it dematerialises - it is the Master's TARDIS.

The Master reveals that he wishes the Doctor to prevail over the Valeyard, since he fears the Valeyard's ability to defeat him. He puts the Doctor into a catatonic state and sends him out of his TARDIS to lure the Valeyard out of hiding. The Valeyard emerges onto a balcony, but fires upon the Master, forcing him to flee. Mel emerges from a tunnel and the Doctor, recognising her voice, emerges from his trance. She leads him out of the Matrix and into the trial room. They agree that she should tell the truth, and she confirms to the court that the scenes of the Vervoids' destruction, the basis of the Valeyard's charge of genocide, are as she witnessed them. The Inquisitor finds the Doctor guilty and declares that his life is forfeit. He accepts the verdict as the fulfilment of justice and is led off to execution.

However, this is another illusion. Mel is frantic that the Doctor needs help, grabbing the Keeper's key and entering the Matrix. She finds the Doctor and warns him - but he had already realised the courtroom was a fake and merely wished to reach a final confrontation with the Valeyard. Bribed by the Master, Glitz returns to the Fantasy Factory; he finds the master tape of the data he thought was destroyed on Ravolox. Glitz escapes with the data to the Master's TARDIS, while the Doctor asks Popplewick for Chambers; Popplewick doesn't comply. The Doctor and Mel lay hold of him, and the Doctor peels away his face to reveal Popplewick as a disguised Valeyard. They realise that a concealed machine in the room is a particle disseminator, with which the Valeyard plans to murder the members of the court.

The Inquisitor learns the High Council has been deposed. The Master appears on the Matrix screen to offer to impose order in return for power. He loads Glitz's master tape into his TARDIS systems, but a booby-trap is triggered, paralysing him and Glitz. Mel emerges from the Matrix to warn the Time Lords. They cannot turn off the Matrix screen, but the Doctor sabotages the Valeyard's weapon and the Fantasy Factory explodes; he flees the Matrix, back to the courtroom. The Inquisitor drops the charges against him and reveals that Peri Brown survived the events on Thoros Beta and became Yrcanos's queen. She urges the Doctor to stand for Lord President of the new Council, but he suggests she should stand. He urges the Time Lords to be lenient towards Glitz, while he returns Mel back to her proper time.

As the Inquisitor leaves the trial room, she gives instructions to the Keeper of the Matrix. As he looks up at the camera, he is revealed to be the Valeyard.


Thanks to time travel, since Mel is from the Doctor's future, she has already met him, but from the Doctor's perspective he is meeting her for the first time. Most spin-off media, including the novelisation by the Bakers, have assumed that the Doctor, at the end of the trial, takes Mel back to her proper place in time and eventually travels to her relative past to meet Mel for the first time from her perspective. That meeting, never seen on screen, is related in the Past Doctor Adventures novel Business Unusual by Gary Russell and also in the alternature universe audio story He Jests at Scars, which provides a semi-sequel to this TV story.

This was the last story to feature Colin Baker as the current Doctor. Baker was fired by the BBC and John Nathan Turner was ordered, reportedly by Michael Grade, to recast the lead part for the following season. Baker was offered the chance to appear as the Doctor in all four episodes of the first story of Season 24, but he declined this and the invitation to return for the traditional regeneration sequence in Time and the Rani. Baker reprised the role on stage, in 1989's Doctor Who - The Ultimate Adventure, and on screen in the 1993 charity special Dimensions in Time, as well as in various audio adventures for Big Finish Productions.

The Time Lords, apart from a brief flashback in "The Sound of Drums", were not shown again until the 2009 Doctor Who special The End of Time. James Bree (The Keeper of the Matrix) had appeared in The War Games (in a different role), which was the first serial to feature the Time Lords. The Valeyard has since appeared in the Big Finish Productions Doctor Who Unbound audio He Jests at Scars... with Michael Jayston reprising the role. The character has been featured (usually in dream sequences or metaphors) in the New Adventures and Missing Adventures book ranges from Virgin Publishing and the Past Doctor Adventures from the BBC- his appearance in the novel Matrix featuring him using his new control of the Matrix to try and destroy the Doctor in all his incarnations while assuming the role of Jack the Ripper, his plans only being thwarted at the last minute by the Seventh Doctor. The Valeyard's origins are explored in the unlicensed charity release novel Time's Champion. The Inquisitor reappears in most of the episodes of the Big Finish spin-off audio series Gallifrey.

Whereas previously Anthony Ainley's Master had appeared in at least one story per year since Season 18, it was another three years before he returned for the last time in Survival, the final story of the show's original run. Information about his escape is provided in the novel State of Change.

The Sixth Doctor sequence in the novel The Eight Doctors - where the Eighth Doctor visits and assists his past selves - takes place at the beginning of this episode, the Eighth Doctor interacting with a version of the Sixth Doctor created by the Valeyard's attempt to 'force' a timeline where the Sixth Doctor will be executed, the two Doctors subsequently working together to set up an inquiry into the High Council's attempt to put the Sixth Doctor on trial to cover up their failures.[citation needed]


Episode Title Run time Original air date UK viewers
(millions) [3]
1 "Part Thirteen" 24:42 29 November 1986 (1986-11-29) 4.4
2 "Part Fourteen" 29:30 6 December 1986 (1986-12-06) 5.6

Robert Holmes was originally commissioned to write the two episodes. However, he died from a chronic liver ailment after completing a draft of the first and left nothing beyond a plot outline of the second. The series script editor Eric Saward resigned around this time due to disagreements with the producer, John Nathan-Turner, but agreed to write the final episode based on Holmes' outline, and also rewrite Holmes' draft to tie the two together, for which he was credited as Script Editor. Much of Holmes's original draft, involving as it did a reenactment of one of the Whitechapel Murders ascribed to Jack the Ripper, was felt to be unsuitable, and most of the material set in the Matrix in the episode credited to Holmes is in fact Saward's work[4]. The original ending to the segment as a whole (and, indeed, the whole Trial story and possibly the series) would have seen the Doctor and the Valeyard in an inconclusive cliffhanger, both (seemingly) plunging into a void to their deaths as an extra "hook". However, Nathan-Turner felt this was too downbeat[5] and believed that it was important that the season did not end on an inconclusive note to demonstrate the series was back in business and avoid providing an excuse for BBC management to cancel the series altogether. Saward refused to change the ending and withdrew permission to use his script very late in the day, by which point the production team had been assembled and the segment was entering rehearsals.

John Nathan-Turner commissioned Pip and Jane Baker to write a replacement final episode. For copyright reasons they could not be told anything of the content of Saward's script[6] (and there were lawyers observing all the commissioning meetings). The only similarity between the two is the announcement that the High Council of the Time Lords have resigned, which was a natural development of the earlier scripts. The new script ended on an optimistic note, with the Doctor departing for new adventures.[7] In keeping with this more optimistic stance, Nathan-Turner decided to amend the script at the last minute to show how Peri had not died as shown in Mindwarp but had in fact survived and became Yrcanos's warrior queen. Her apparent death was a part of the Valeyard's tampering with the Matrix. A shot from the earlier story was used to show this. Nicola Bryant was absolutely disappointed to learn how the fate of her character had been changed.[8] The working title of this story was Time Incorporated.[7] This title did not appear in the final scripts or on-screen.

The works of Charles Dickens are evident in the story: the fictional landscape in the Matrix resembles Victorian era Britain, and the character (and name) of Mr. Popplewick are strongly Dickensian. The Doctor also quotes the final two lines of A Tale of Two Cities, prompting Mel to chide him with: "Never mind the Sydney Carton heroics!"

Although the other episodes of this season were the usual 25 minutes in length, it proved impossible to edit episode 14 down to that length. Nathan-Turner applied for and received special permission for the episode to run 5 minutes over its scheduled time slot, making it 30 minutes.

Episode 14 was the last episode of Doctor Who not to feature computer-generated imagery in its title sequence.

Commercial releases[edit]

In print[edit]

The Ultimate Foe
Doctor Who The Ultimate Foe.jpg
Author Pip and Jane Baker
Cover artist Alister Pearson
Series Doctor Who book:
Target novelisations
Release number
Publisher Target Books
Publication date
15 September 1988
ISBN 0-426-20329-1

A novelisation of this serial, written by Pip and Jane Baker, was published by Target Books in April 1988 as The Ultimate Foe. The Ultimate Foe was the working title for the 9th to 12th parts of the season, now generally called Terror of the Vervoids.

Home media[edit]

In October 1993, this story was released on VHS as part of the three-tape The Trial of a Time Lord set. On 29 September 2008, it was released on Region 2 DVD, similarly boxed with the other three stories of this season. This serial was scheduled to be released as part of the Doctor Who DVD Files in Issue 132 on 22 January 2014.


  1. ^ From the Doctor Who Magazine series overview, in issue 407 (pp26-29). The Discontinuity Guide, which counts the unbroadcast serial Shada, lists this segment of The Trial of a Time Lord as an individual story, number 147. Region 1 DVD releases follow The Discontinuity Guide numbering system.
  2. ^ Pixley, Andrew (1992). "Archive Feature Serial 7C The Ultimate Foe". Doctor Who Magazine. London: Marvel UK (Winter Special 1992): 43–49. ISSN 0957-9818. 
  3. ^ "Ratings Guide". Doctor Who News. Retrieved 28 May 2017. 
  4. ^ Smith, James Cooray (2017). The Black Archive #14: The Ultimate Foe. Obverse Books. pp. 58–59, 63–67. 
  5. ^
  6. ^
  7. ^ a b The Ultimate Foe at Doctor Who: A Brief History of Time (Travel)
  8. ^ "Trials and Tribulations", The Ultimate Foe DVD featurette.

Further reading[edit]

External links[edit]


Target novelisation[edit]