Luke talks Mr Smith out of self-destructing; the team heads over to the nanotechnology laboratory to save Sarah Jane and for Captain Tybo to bring in Androvax who must be executed for the destruction of 12 planets. The evil Sarah Jane has released the nanoforms, to build a spacecraft for Androvax, threatening to destroy the Earth in the process. Gita and Haresh are arrested by the guards. They easily escape and are then confronted, scanned and catalogued by newly arrived Judoon troopers. Evil Sarah Jane explains that the spaceship design is based on the crashed Roswell spaceship, and then reveals that he wants to destroy everything, since he was upset when his planet's sun burnt out and wants to destroy all inhabited worlds believing that destruction is the way of the universe.