Psychic worm A group of highly psionic worms lived on a planet near a dimensional nexus . Bianca ' s Cabaret was established on top of their planet , and various factions of those worms tried to use the nightclub ' s staff and clientele for their own ends . Biology . The typical worm was a small creature , less than an inch long — certainly small enough to fit in a makeup compact . It was green , and offered no physical threat . The worms thrived on alcohol , either as their natural medium or as a food supply . If a patron of Bianca ' s were to ingest any of the cabaret ' s " house special " tequila , it would realign that person ' s psychic wavelengths in with that of the worms . The worms could then influence the person , and in many circumstances control them outright . Once a person was influenced / controlled , the worms could then use carefully crafted combinations of sound as a psychic amplifier to affect others nearby . ( AUDIO : " The Wormery " ) Society . The worms occupied a small dimensional nexus , containing wormhole s to many different times and places across the universe . The local conditions were a calm point amidst the chaos of inter - dimensional space . The worms perceived that the universe ' s influence would change their race into more complex beings with limbs and hair and other higher - structure elements . . . and were horrified . Most worms considered themselves already perfect . The worms had differing ideas on how to deal with the situation , and split into opposing factions . The Pro faction wanted to take firm control of the entire universe , keeping all life in a static condition . The Anti faction wanted to cast the universe into total violence and chaos . A third faction , the Shadows , were the evolved creatures that the worms would have been , given vague form as " potentials " by the physical properties of the nexus . They wanted to use the other two factions so that they could bring their full existence into reality . ( AUDIO : " The Wormery " ) History . When Bianca crashed her TARDIS on the worms ' planetoid , the Pro faction saw an opportunity . They worked with Bianca and her compatriot Henry to set up a trans - dimensional nightclub that would attract the most influential people in the universe . The worms planned to use Bianca ' s singing to project a universe - wide compulsion of unity and harmony . The Anti faction , needing an avatar of their own , found Iris Wildthyme and directed her to Bianca ' s nightclub . Besides interfering with Bianca ' s plans , the faction planned to use Iris ' singing to generate a universe - wide compulsion towards violence , sex , and other base desires . The Shadows found an ally in Henry . Working behind the scenes to help both of the other factions build their psychic amplifier , the Shadows intended to physically possess all of the people in the universe , giving them the corporeal existence they desired . Into this arrived the Sixth Doctor . He was quickly caught up in the machinations of all three groups . Seeing no other way of stopping the universal broadcast , the Doctor used his TARDIS to time ram the nightclub . The resulting explosion destroyed the club , leaving all three factions of the worms with no means of doing anything . ( AUDIO : " The Wormery " )