Prisoner of the Judoon ( TV story ) Prisoner of the Judoon was the first story in the third series of " The Sarah Jane Adventures " . It marked the first appearance of the Judoon in a spin - off and the introduction of a new species , the Veil . Synopsis . Sarah Jane and the gang face the most dangerous day of their lives as the rhino - like Judoon return . When prisoner Androvax the Annihilator crash - lands on Earth , the Veil is set free to turn Earth ' s technology against itself . His next intended victim is Sarah Jane . As the Judoon fleet approaches Earth , it ' s a race against time to stop Androvax . With Genetec Systems ' technology on the rampage and Rani ' s parents taken prisoner , can anything stop the Army of the Infinitesimal ? Plot . Part 1 . Sarah Jane Smith gives an overview of her life and tells how life on Earth is just as exciting as travelling the stars . She goes to interview Mr . Yorke , the head of Genetec Systems , about nanoform s and the threat they might pose if released into the environment along with the fact he is centuries away from proper programming to back his boasts . Yorke takes her questions poorly and has her thrown out . Sarah takes it in stride . She returns home to find Luke and Clyde playing football . Rani comes over just as a " meteor " crashes onto the Earth . They race inside and Sarah Jane activates Mr Smith , who tells them that the falling object crossed the solar system in forty - five minutes . Sarah says it can ' t be a meteor . Mr Smith notes the falling object sent a distress signal . His monitor shows Judoon calling for help . He says a life - pod was launched before the ship crashed . Sarah explains the Judoon ' s job and their dimwitted methods . Mr Smith says UNIT has secured the area . Worried that UNIT will get into a fight with the Judoon , Sarah tells her companions that it ' s time to move out . As they leave , Gita ( once again ) causes a delay by asking Sarah if any of her contacts would be interested in her flower shop , " Bloomin ' Lovely " . Sarah distractedly gives Gita a brochure from Genetec Systems . Gita decides to fill the company ' s office with plants as a sort of guerrilla marketing and drags Haresh with her . They soon find the Judoon pilot pursuing his now - escaped prisoner and are nearly hit by stray blast from his weapon . Sarah explains that under the rules of the Shadow Proclamation , Earth barely exists . To make matters worse , the Judoon are brutal and will execute anyone that gets in their way . In the meantime , the Judoon is knocked out by the escapee with a board , allowing him time to escape his straitjacket and flee . Sarah and the others find the Judoon and move his blaster away . The Judoon awakens , takes out its " language assimilation / cataloguing device " and records Sarah ' s offering of help and warning not to harm them . Assimilating English , the Judoon says his name is Captain Tybo and his prisoner , Androvax , is the " Destroyer of Worlds " . To prevent Tybo from harming any innocent humans in his zeal to recapture Androvax , Sarah insists on helping his investigations . After hearing a young girl ' s scream nearby , Sarah and Clyde run to investigate , leaving Luke and Rani to keep Tybo distracted . They find the girl . They attempt to comfort her and find out where her mother is . However , Sarah ' s watch begins to beep . She had been scanning the girl , who is not human . Androvax steps out of the girl ' s body and into Sarah ' s , then puts Clyde in a trance . Captain Tybo figures out that Luke and Rani are distracting him . He smashes their mobile phones to prevent any more mistakes . He says Androvax is a Veil life form , capable of possessing others . They find Clyde in the theatre , revive him with a squirt bottle after slapping him proves ineffective , and learn Androvax has Sarah . Tybo " commandeers " a police car and they pursue Sarah / Androvax back to Bannerman Road , where she has been talking to Mr Smith . Sarah returns to Genetec Systems , where she talked to Mr York about the nanoforms . Captain Tybo , Rani , Luke and Clyde reach the attic only to discover that Mr Smith has been set to self - destruct in sixty seconds , which will destroy all of Bannerman Road . Part 2 . Captain Tybo is prepared to blast Mr Smith , but Luke stops the countdown by telling Mr Smith that exploding would contradict his purpose of defending and protecting Earth , as the resulting explosion would destroy several city blocks . Mr Smith tells Luke , Rani , Tybo and Clyde where Sarah is — Genetec System Labs . Androvax plans to use the nanoforms to build a spaceship for escape , then allow them to run wild and destroy the Earth . Meanwhile , Gita and Haresh have been arrested by the security guard there , but when Androvax sets off multiple alarms , the guard leaves and they escape . Luke , Rani and Clyde arrive with Tybo . Rani insists they hide when she sees her parents roaming the building . The kids decide to lock the Judoon Captain in a shielded room to prevent him harming Sarah Jane in his zeal to stop Androvax . More Judoon arrive on the scene , right behind Haresh and Gita . Haresh wants to find out what they ' re up to , but Gita is more concerned about finding the security guard , who ' s taken her mobile , and staying alive . The Judoon comment that Gita is more intellegent than Haresh ; interfering with their work will warrant termination . In the meantime , Sarah argues with Androvax , but when the kids arrive in the lab , Androvax captures Luke and sets the nanoforms after Clyde and Rani with Sarah ' s sonic lipstick . They recall that nanoforms will go dormant at low temperatures and defeat them with a fire extinguisher . Androvax takes Luke aboard the now - complete space ship . Sarah attempts to take control of her body again . Clyde and Rani also appear and Luke steals the ship ' s power core , insisting they ' ll let Androvax escape if he releases Sarah Jane . Androvax finally agrees , but the Judoon arrive to arrest him moments later . The nanoforms , meanwhile , have begun eating the building and Haresh and Gita are trapped inside . Luke uses the spaceship ' s computer to deactivate the nanoforms . The Judoon leave with their prisoner in the ship . Tybo , taking into account the youngsters ' part in stopping Androvax , chooses not to prosecute them for locking him in the room . Instead , he revokes their interplanetary travel rights — oddly as Earthlings shouldn ' t have any — effectively " grounding " them on Earth . Sarah and her team arrive home safe , where Gita and Haresh regale them with the harrowing story of their encounter with aliens . Story notes . Filming locations . " to be added " Production errors . " to be added "