The Curse of Fenric ( TV story ) The Curse of Fenric was the third story of Season 26 of " Doctor Who " . It revealed that the events of Ace ' s arrival in the Doctor ' s life , and the uncanny chance of their secondary foe during " Silver Nemesis " using proper time travel , were all part of this evil entity ' s plan to release itself and gain revenge on the Doctor for imprisoning it in its flask . The chessboard from " Silver Nemesis " was also a hint ; the Doctor had initially beaten Fenric by using an unsolvable chess problem . This story revealed the Seventh Doctor ' s deceitful qualities much more than he had demonstrated them in earlier adventures , and the repercussions his manipulative schemes had on people ; specifically , when he did what he thought was best for their sake without their consent , but his actions damaged them . Synopsis . The TARDIS materialises at a secret naval base off the coast of Northumberland during the Second World War . Dr Judson , a scientist there , has created the Ultima Machine , an early computer designed to break German codes . The base ' s Commander Millington plans to let a Russian commando unit led by Captain Sorin steal the machine ' s core , which he has booby - trapped with deadly toxin . Judson uses the machine to translate some ancient runes from the crypt of the nearby St . Jude ' s Church and this leads to the release of Fenric , an evil entity from the dawn of time whom the Doctor trapped seventeen centuries earlier in a Chinese flask by defeating it at chess . The flask was later stolen and buried at the church by Viking s . The base and church are attacked by Haemovore s . These are humans who have been transformed into hideous vampiric creatures by the Ancient Haemovore — the last survivor of a pollution - ravaged future Earth , who has been brought back in time by Fenric . Fenric takes over Judson ' s body to challenge the Doctor to a rematch at chess , and Ace unwittingly helps it to win . Fenric , now in Sorin ' s body , reveals that Ace , Judson , Millington , Sorin and Wainwright , the vicar of St Judes , are all " Wolves of Fenric " — pawns in its battle against the Doctor . It now plans to release the deadly toxin , but the Doctor succeeds in turning the Ancient Haemovore against it and its host body is killed by the gas . However , the Doctor is forced to do this by harshly belittling Ace to break her faith in him , as it was the only thing keeping Fenric ' s influence active . The baby daughter of a young woman whom Ace helped to escape from the Haemovores is revealed to be her future mother . Meanwhile , the Doctor reconciles with Ace , who has finally overcome the psychological issues that plagued her life . Plot . Part one . During World War II , two dinghies manned by Soviet soldiers row towards Maiden ' s Point on the English Northumberland coast , but one gets lost in the fog . Nearby , the TARDIS materialises , and the Seventh Doctor and Ace step out . The Doctor is content to stroll right in , but Ace is wary if this is a top - secret naval installation , then it should not be that easy . Indeed , only a few steps later they are confronted by armed guards . The Doctor befuddles the guards by complaining that it took them long enough and insulting their discipline . He then asks them where Dr Judson ' s office is . Going to see the wheelchair - bound Judson , the Doctor ingratiates himself with him by recognising the Prisoner ' s Dilemma which Judson has on a blackboard . Ace , too , impresses Judson by identifying a logic game that he also has mapped out . By the time the guard commander arrives to confront the Doctor and Ace about their unauthorised presence , the Doctor has already forged letters of authority from the Prime Minister and the Head of the Secret Service . The Soviets , meanwhile , have discovered the sole survivor of the other dinghy , delirious and pale . The Soviet commander , Captain Sorin , asks the survivor where the sealed orders are but he is unable to answer . The orders are discovered washed up on the shore by another Soviet soldier . Inside is a photograph of Judson , but something in the water kills him before he can bring the orders back to Sorin . The Doctor and Ace have been put in barracks , and he tells her to go to bed while he walks around the grounds , noting to a guard that eyes are watching . The next morning , the Reverend Wainwright finishes his service , speaking to a local spinster , Miss Hardaker , and her two charges , Jean and Phyllis , evacuees from the East End of London . The Doctor and Ace show up , looking for Judson , who is working on Viking inscriptions in the crypt of the church . Ace strikes up a conversation with Jean and Phyllis , and makes an appointment to meet up with them later at Maiden ' s Point . As they enter the crypt , Ace notices a lot of silver around and says they might get stolen . Wainwright assures her that the locals are too frightened of the Viking curse : the church was built on old Viking graves , and they say evil was once buried here . In the crypt , Judson is confident that the ULTIMA code machine , which he is using to decipher German intercepts , will be able to crack the inscriptions . Ace tells the Doctor she hears the sound of machinery , but the Doctor dismisses it as the sounds of the church organ . The Doctor and Ace visit the churchyard , and note that it contains descendants of Vikings . When they go to Maiden ' s Point , they find the open packet of the sealed orders , and realise that there are Soviet soldiers about . The Doctor decides to go back to the church , and warns Ace not to go into the water . He finds Wainwright in the church , and correctly guesses that someone has already deciphered the inscriptions . Wainwright shows the Doctor a translation made by his grandfather , speaking of a curse following the Vikings who came here carrying Oriental treasure . They wished to go back to the " North Way " but the curse claimed their lives at Maiden ' s Bay . The Doctor reads part of the Soviet orders that mention Norway the " North Way " , and takes the translation to Judson . Ace returns to The Doctor and they continue looking around the base , and come across the room where some WRNS are listening to coded transmissions . One of the WRNS , Kathleen Dudman , has a baby whom Ace takes to even though she is named Audrey , the same as Ace ' s mother , whom she hates . Millington , however , is not as sympathetic , and orders Kathleen to get Audrey off the base within 24 hours or face dismissal from the service . Exploring further , the Doctor and Ace enter Millington ' s office , a perfect replica of the German cypher room in Berlin , where he tries to divine the mind of the enemy . There are two differences , though , a picture that shows that Judson and Millington went to school together , and a Viking - themed chess set . In his office , Judson continues to read the translation , which tells of the final battle of the gods at the end of the world , which Millington seems to believe is nigh . As he reads , new runes appear burning into the wall of the vault , and a creature hiding behind a ruined Viking ship stirs . While searching Maiden ' s Point for more clues , Ace and the Doctor find the body of the soldier who found the orders earlier , with a strange object in his hand . They are then confronted at gunpoint by the other Soviets . Part two . The soldiers take them back to Sorin once they discover that the Doctor and Ace know about their sealed orders . The Doctor tells Sorin that an assault on the base will be suicidal , and letting them go to investigate further is the only way to stop the evil that is killing his men . Already another soldier has been attacked and is delirious , holding on to a similar object which he hands to the Doctor . In the meantime , Judson is carried away from deciphering the new inscriptions by his nurse , Crane , who finds the crypt too cold for an invalid . Millington insists that Judson use the ULTIMA to decode the inscriptions , even though it is needed for the German intercepts . The Doctor and Ace return to the crypt , noticing the new inscriptions . Remembering the machinery Ace heard earlier , they look for a secret door , but Millington finds them first , taking them at gunpoint into the hidden passages connected to the church . Inside , men are mining toxins from a natural source , a chemical weapon to end the war . The Doctor makes an allusion to the Well of Hvergelmir , where serpents spew their venom over the roots of Yggdrasil . This persuades Millington that the Doctor believes in Norse mythology as he does , and offers to show the Doctor all of it . The Doctor goes with Millington to the ULTIMA , leaving Ace behind in the church to talk to Wainwright , who seems to have lost his faith in human ity . He also says the church has lost its sense of sacredness . At the ULTIMA , Millington reveals that the computer is bait for the Soviets , with a beaker of toxin hidden inside the machine . Millington shows the Doctor a room with row on row of shells , and an isolation chamber to test the toxin . As a demonstration , he breaks a vial inside the chamber , killing a cage of pigeon s . The plan is to let the Soviets take the ULTIMA , and when they try to decrypt the British codes , a single word , " Love " , implanted in a cypher will detonate the beaker . In the crypt , a wall shakes open of its own accord , revealing an ancient looking urn , which is cast aside by the soldiers working there to seal up the church . At Maiden ' s Point , Jean and Phyllis enter the water again , fully dressed ( Miss Hardaker having earlier confiscated their bathing suits ) , splashing around as a mist drifts into the bay , and when it clears , they are gone . Millington is informed that the operations at the church are being closed down , and he orders that all radio transmitters and outside telephone lines be disabled and any chess sets in the camp be burnt . Judson starts to decrypt the inscription and the ULTIMA spits out , " Let the chains of Fenric shatter . " Jean and Phyllis rise from the waves , skins pale and with long claws in place of fingernails . They lure a Soviet soldier into the water , but before he can reach them , monstrous hands grab and drag him under . Ace realises what the inscriptions are — a complex logic diagram for a computer program , and tells Judson this in his office . Armed with this knowledge , Judson excitedly tells Crane to take him to the ULTIMA room . Meanwhile , Jean and Phyllis go to Miss Hardaker and kill her . When Ace and the Doctor find Miss Hardaker ' s body drained of blood , the two vampire girls are already approaching Wainwright , who lost his faith when he heard about British bombs killing innocents . They are about to feed on him , but the Doctor arrives and dismisses them . They threaten to return for Wainwright . The Doctor says that as long as Judson does not solve the inscriptions , everything will be all right . Ace , horrified , realises she has given Judson the solution and says the Doctor should have told her . They rush to the ULTIMA room as more monstrous vampire s , some dressed in archaic clothing , rise from the bay . When the Doctor , Ace and Wainwright reach the machine , it is running at top speed and cannot be stopped . The urn in the crypt glows with a green light , as Millington says triumphantly that the Doctor is too late . He is convinced that once the chains of Fenric shatter , all its dark powers will be his . Part three . The Doctor points out that the base ' s defences have been weakened because Millington wanted the Soviets to steal the machine , and reinforcements cannot be called for because the transmitters have been disabled . The Doctor explains that the vampires are really Haemovore s , mutations from mankind ' s far future . Ace wants to make sure that Kathleen and Audrey are all right before they go back to the church . Wainwright traces the names of the descendants of the Viking settlers while the Doctor and Ace explore the crypt for clues . Ace finds the cast - aside urn , and puts it in her backpack without telling the Doctor , not considering it the Oriental treasure he is looking for . Wainwright finds the names the Doctor is looking for — the curse of Fenric passing down through the generations . The Haemovores attack the church , Wainwright and Ace trying to beat them back with the church silver . Ace tries to escape through the roof , but is attacked by the Haemovores . Sorin and two of his men spot her struggles and rescue her , although their shots only slow the haemovores down . What eventually drives them back , however , is the Doctor ' s faith — as he chants the names of his former companion s , the Haemovores scream and retreat . The Doctor explains that faith forms a psychic barrier that the Haemovores cannot penetrate . The Doctor orders everyone into the crypt , but Sorin says he needs to go back to his men . His faith in the revolution will protect him . He gives Ace his scarf , and tells her to be careful . The Doctor finds the tunnel to the toxin stores ( and a back way out ) sealed , but Ace blows it open with two cans of Nitro - 9 . The two Soviet soldiers stay a bit behind to slow the Haemovores down . Ace takes out the flask she found , hoping to use it to mix more Nitro - 9 , but the Doctor recognises it as the treasure they ' ve been searching for . Outside , Sorin keeps the Haemovores at bay with his Soviet Army badge , but they turn away from him and start moving back to the church , being drawn to the flask . When the Doctor , Wainwright and Ace reach the exit , Millington is waiting , and takes the flask , sealing the exit even though the two Soviet soldiers are still inside , now trapped with the Haemovores . They plead with Millington to open the shutters , but their pleas are ignored . Sorin moves back into the camp , telling his men to abort the mission if he is not back in ten minutes . He calls out to Millington to talk terms , officer to officer . However , Millington is not interested , and places Sorin under arrest . Sorin manages to warn his men , and they retreat . The Haemovores start to burn through the metal shutters of the tunnel , while Ace discovers Kathleen sitting alone in the barracks , numb with grief at receiving a letter informing her of her merchant navy husband ' s death at sea . Judson continues with the decoding of the inscription , now with the flask sitting in the ULTIMA . Ace confronts the Doctor , demanding to know what he knows , bitterly complaining that he always seems to know , but just cannot be bothered to tell anyone , like it is a game that only he knows the rules to . The Doctor tells Ace about an ancient evil that has existed since the birth of the universe . Fenric is just Millington ' s name for it , and it is trapped in the flask . Ace lures Sorin ' s guard away while the Doctor frees the Soviet captain — they have to stop Fenric before he finds a body . Wainwright waits while the Haemovores break through the tunnel gates , and tries to hold them back with the Bible , but his faith is too weak and the Haemovores overwhelm him . The flask in the ULTIMA flashes , hitting Judson with green energy , causing him to collapse out of his wheelchair . A storm whips up as the Haemovores advance over Wainwright ' s lifeless body . As the Doctor , Ace and Sorin reach the ULTIMA room , Millington murmurs that the chains of Fenric are shattered and the gods have lost the final battle . Ace thinks that Fenric has taken Millington , but she is wrong . Behind the Doctor , Judson rises to his feet , his eyes aglow , and proclaiming that " we play the contest again , Time Lord . " Part four . Fenric / Judson says that the Doctor trapped him in the Shadow Dimensions since the 3rd century , but now he has a body again and the preparations are complete . He teleport s away as British soldiers rush in . Millington orders that the Doctor , Ace and Sorin be shot for treason . Before the firing squad can carry the order out , however , Sorin ' s men attack and the three escape . Fenric / Judson appears in the tunnels , meeting the Haemovores and asking them to fetch him the Ancient One . At the bay , the Haemovores perform the summoning , and the Ancient One , a hideously mutated Haemovore , rises from the waters . The Ancient One is from the far future of Earth , a time where it is the last thing left alive — the ultimate destiny that evolution and pollution has shaped for mankind . The Doctor tells Ace that he needs a chess set , and they remember the one in Millington ' s office , but Millington has wired the chess set to explode , and they barely get out before the office is destroyed . Millington , meanwhile , meets Fenric / Judson in the toxin chamber , where Fenric reminisces about the time the Doctor beat him — carving pieces out of bones taken from the desert sand and setting up a chess problem . Fenric was unable to solve the puzzle and was banished , so now he seeks revenge . The Doctor explains to Ace why the names are important — they tell of where the curse has passed , to family names like Judson , Millington , Wainwright and Dudman . Ace remembers that Kathleen still has a chess set which escaped Millington ' s destruction order , and they go to retrieve it . The British soldiers use toxin grenades against the Soviets , but the Haemovores start killing the British soldiers . The WRNS become Haemovores and turn on the soldiers who come to rescue them . Fenric / Judson allows the Haemovores to kill Nurse Crane , in return for all the humiliation she visited on Judson over the years . When Bates , the guard commander , goes to warn Millington of the massacre , he overhears Fenric / Judson tell Millington that he will use the toxin stores to poison the world forever . Bates sneaks out again , and joins forces with the Doctor and Sorin to fight the real enemy . Sorin praises Ace for her bravery , and gives her his Soviet Army badge . Ace and the Doctor reach the barracks and take Kathleen ' s chess set . Ace stays to look after Kathleen and Audrey . The Haemovores crash in through a window , and they barely escape out through another . Ace bundles Kathleen and Audrey into a jeep , telling them to go to London , where Ace ' s nan will look after them . Kathleen gives Ace a picture of Audrey , and Ace kisses the baby goodbye , saying she will always love her . Fenric / Judson tells the Ancient One to take the poison into the oceans , and kill the other Haemovores . He concentrates , and the Haemovores collapse and crumble to dust . The Doctor sets up the chess puzzle in the toxin stores , and challenges Fenric / Judson to solve it . Millington is about to shoot Bates but Sorin ' s last man shoots Millington instead . As Fenric / Judson desperately contemplates the puzzle , the Doctor speaks to the Ancient One . He knows the Ancient One comes from a world where industrial pollution has caused the Earth to die in a chemical slime , and what Fenric is asking the Haemovore to do is to be the act that begins that — another one of Fenric ' s games . When Sorin goes to kill Fenric , the weakened entity possessing Judson tells Sorin that he was chosen for this mission because his grandmother was English , and a descendant of one of the Viking settlers . Sorin is touched by the curse , too — one of the Wolves of Fenric . When Ace enters the toxin store , it is Sorin who is contemplating the puzzle , and Ace tells him the solution , realising too late that Fenric is now in Sorin ' s body . Fenric / Sorin solves the puzzle as the Doctor enters , and he gloats . All the descendants of the Viking who buried the flask were pawns in his game — Judson , Millington , Sorin , the Ancient One , and even Ace . In thirty years , Kathleen Dudman ' s daughter Audrey will become Ace ' s mother , the one Ace hates . In saving Kathleen and Audrey , Ace has created her own future . Fenric / Sorin orders the Ancient One to kill them . Ace , however , still has faith in the Doctor ' s infallibility , and that faith creates a psychic barrier that keeps the Ancient One back . Fenric / Sorin takes up a vial of the toxin , saying that he will kill the Doctor anyway , but if he would like Ace to live , to kneel before him . The Doctor callously tells Fenric / Sorin to kill Ace , revealing that he knew all along that Ace had Fenric ' s evil inside her . Why else would he have taken in a social misfit and an emotional cripple who could not even pass chemistry , yet somehow created a time storm in her bedroom ? The Doctor saw Fenric ' s hand in it from the start ( as soon as he saw the chess set in Lady Peinforte ' s study ) , and was just using Ace to get to him . With these belittling revelations , Ace ' s faith in the Doctor is shattered , and she falls to the floor weeping . The Ancient One is free to move , but , instead of killing the Doctor and Ace , forces Fenric / Sorin into the isolation chamber , shattering the vial of poison and killing them both . The Doctor pulls Ace out of the store as it explodes behind them . The Doctor tries to explain to Ace that he didn ' t mean what he said , but had to break Ace ' s faith in him to allow the Ancient One to act . He would have done anything not to hurt Ace , but he had to save her from the curse . On the shores of Maiden ' s Point , Ace wonders why she cannot stop hating Audrey , her mother , even though she loved her as a baby . Ace dives into the bay , no longer frightened of the water , and surfaces , liberated . In doing so , it is implied that she has overcome her psychological troubles after being forced to face them by the Doctor ' s harsh words . The Doctor and Ace walk off , back to the TARDIS . Home video and audio releases . DVD releases VHS releases Soundtrack . " The Curse of Fenric " was one of the first serials to be awarded its own individual soundtrack album , as Mark Ayres ' score was released in 1991 by Silva Screen Records on FILMCD 087 . Besides the music from the serial , the album also included a new Ayres arrangement of the " Doctor Who " theme . Excerpts from the soundtrack also appeared on the 1994 release " The Worlds of Doctor Who " , also by Silva Screen ( FILMCD 715 ) .