Attack of the Cybermen ( TV story ) Attack of the Cybermen was the first story of Season 22 of " Doctor Who " . This story features the return of Lytton , last seen in " Resurrection of the Daleks " , and features the return of the Cyber - Controller , last seen in " The Tomb of the Cybermen " . It introduces the Cryon s , the native race of Telos , whose world was occupied by the Cybermen . It was the first " Doctor Who " story to be produced in forty - five - minute episodes , and the first since TV : " Resurrection of the Daleks " to be aired in the format . Both methods would see their end in the 1963 series with TV : " Revelation of the Daleks " ; 45 - minute episodes would not reappear until TV : " Rose " , the first episode of the show ' s 2005 revival . From that point on , the 45 - minute format would become the norm for " Doctor Who " . This episode is notable for featuring the first instance where the chameleon circuit within the Doctor ' s TARDIS is shown operational - since the very first episode of the series , it was known to have suffered from a fault that left it in the shape of a police box . Now temporarily repaired , the outer shell of the TARDIS is witnessed changing shape for the first time on - screen . However , the repairs are imperfect and the TARDIS assumes random forms against the Doctor ' s will , some of which do not blend well with the places it lands and make it hard to tell where to reenter the machine . The chameleon circuit soon breaks down and the TARDIS becomes locked in its police box form once again . " Attack of the Cybermen " was singled out for criticism for Season 22 for being overly - violent , and is often viewed as a microcosm of Season 22 ' s violent content . The scenes of Cybermen killing people with their bare hands were the central issue , as was the Doctor visibly gunning down several Cybermen in another scene . For this reason it was given an ' M ' rating in Australia , a rating that has only been given to 4 other Doctor Who stories : " The Ambassadors of Death " , the television movie , " The Waters of Mars " and " Dark Water " . It was also a prime example of an occasion where the Doctor greatly misjudged someone ' s pure motives , namely he assumed that Lytton was working with the Cybermen instead of against them . His actions here indirectly led to Lytton ' s death , and the Doctor stated that he ' s never quite misjudged someone that badly before , and swore never to do so again . Synopsis . While trying to fix the TARDIS ' s chameleon circuit , the Sixth Doctor returns to Foreman ' s Yard on Totter ' s Lane in 1985 , where he meets his old enemies the Cybermen . They have come from the future to change history by sending Halley ' s Comet crashing into Earth . Lytton , last seen working for the Dalek s , is involved in the Cybermen ' s plot . Is Lytton working for the Cybermen , himself or someone else ? Plot . Part one . Two workmen are inspecting a London sewer . They find a new brick wall where none should be . One of them wanders off and vanishes , while his colleague is attacked by an unseen assailant . The Sixth Doctor is performing repairs to The TARDIS ' chameleon circuit , something he has meant to do for years , but Peri is worried that he is over - exerting himself following his regeneration . She suggests he get some rest . He responds that she could also use some relaxation and steers the TARDIS towards Earth . Something begins to draw them off course . Back in London , the stranded mercenary Lytton now leads a small gang of criminals . They are planning their next job , a diamond heist . One man , Russell , is sent to procure explosives , but instead phones someone to tell them what Lytton is planning . The TARDIS is undamaged and now following Halley ' s Comet towards Earth in 1985 . The Doctor decides to investigate what affected their flight , despite Peri ' s misgivings about the comet ' s reputation as a signal of impending doom . Lytton ' s gang enters the sewers via a prepared entrance concealed beneath a garage , planning to blow their way into the diamond vault from below . Before he joins them , Lytton adjusts a piece of advanced technology while his two police allies patrol the street . The TARDIS lands in the scrapyard at 76 Totter ' s Lane , having tracked a distress signal nearby . Its new chameleon circuit alters the appearance to an ornate piece of furniture inconsistent with a junkyard . As the Doctor and Peri search for the signal ' s source , they are silently stalked by the policemen . In the sewers , Russell hears someone following the four thieves . Lytton orders Payne to remain behind to " deal " with whoever is following them while he , Russell and Griffiths proceed into the dark tunnels . Payne is attacked and killed by the shadowy assailant . When he realises the distress signal is relayed via multiple points in the city , the Doctor decides someone must be observing the transmitter to determine when help arrives . The TARDIS , now a pipe organ , materialises at the garage . When he sees the absurd form his TARDIS has assumed , the frustrated Doctor remarks , " This is getting ridiculous " . In a moment of whimsy , he plays the opening notes of J . S . Bach ' s " Toccata and Fugue in D minor " before Peri puts him back on task . The Doctor and Peri find the sewer entrance and the armed policemen , whom they overcome before venturing into the sewers . In the dark , they soon find Payne ' s body . When Lytton ' s gang reach the newly built wall , Griffiths begins to knock down some of the old brickwork to reach the vault . When the black figure appears in the tunnel , Russell flees while Griffiths shoots at it . Lytton forces Griffiths not to panic as the new wall slides back to reveal Cybermen in a hidden command centre . Lytton surrenders . He explains his extra - terrestrial nature to the Cyber - Leader and offers to serve the Cyber race . The leader states the Cyber - Controller on Telos will determine their fate . On Telos , a group of partially cyber - converted prisoners toil in a quarry under Cyberman guards . Three of the prisoners attempt an escape . Only two make it out alive . The men , Bates and Stratton , need a third to operate the ship they plan to leave Telos in . Despite this setback , they continue with their plan and head for the Cyber - control building . They accost a Cyber - scout on the way and decapitate him , planning to hollow out his head for a disguise . Russell finds the Doctor and Peri . He reveals he is an undercover police officer . The Doctor disarms him and learns he was investigating Lytton , who appeared suddenly a year earlier and committed several daring crimes with great skill to build his transmitter . They return to the TARDIS , disabling the black Cyber - scout with a sonic lance on the way . However , some Cybermen are already inside the TARDIS and kill Russell . The leader , flanked by several other Cybermen , herds Lytton and Griffiths in the ship . The leader orders one of the Cybermen to destroy Peri at once . . . Part two . The Doctor agrees to co - operate with the Cybermen if Peri is spared on the word of the leader and Cyber - Controller , whom the Doctor believed dead . He sets the TARDIS coordinates for Telos and is placed in another room with Peri , Griffiths and Lytton . Lytton explains that the Cybermen have captured a timeship that landed on Telos and have great plans for that ship and the TARDIS as well . The Doctor asks how Lytton knows so much about Telos and the Cybermen ' s plans , but he does not answer . The Doctor explains to Peri and Griffiths that the Cybermen came to Telos and annihilated the native Cryon s to use their refrigerated cities to store cyber troops after the destruction of Mondas , partially at the Doctor ' s hand , in 1986 . The Doctor sabotages the navigational controls with the sonic lance , causing the TARDIS to land in the catacombs , rather than Cyber - control , whereupon it assumes the shape of a gateway . The Cybermen are attacked by a rogue Cyberman , one of many driven insane by faulty tombs . The distraction allows Peri , Lytton and Griffiths to escape . Peri is rescued by Cryon freedom fighters , more of whom find Lytton and Griffiths , explaining that they answered Lytton ' s distress call and he manipulated the Cybermen into bringing him to Telos . The Cryons have hired him to help them stop the Cybermen from destroying Telos when they have revived all their troops and left . Lytton ' s mission is to steal the time vessel to prevent the Controller ' s plan from succeeding . He in turn needs Griffiths to keep him alive long enough to make it to the ship , paying him with a fortune in diamonds , which are very common on Telos . Meanwhile , the Doctor is confined in a cold storage room , where he meets a Cryon prisoner , Flast . Flast says a few Cryons survived the Cybermen purges . They are fighting a guerrilla war , sabotaging the tombs to delay the revivals . She outlines the Cybermen ' s plan to prevent Mondas ' destruction by travelling back in the time vessel and diverting Halley ' s Comet into Earth before Mondas has absorbed too much energy . Lytton and Griffiths track down the two escaped prisoners outside the city and convince the groups to ally themselves with each other to capture the time vessel , which needs at least three crewmen to operate . Lytton explains that the ship is their only hope and that it will arrive soon . They head into a hidden tunnel , which leads to Cyber - control . As they approach the landing pad , Lytton is captured by a Cyberman patrol while the others continue without him . The Doctor is outraged at the Cybermen ' s plan . Saving Mondas would contravene the laws of time . He is surprised the Time Lord s are not doing something to stop it . He realises it must have been his own people who sent the TARDIS off course and manipulated him into place to be their agent yet again . Flast shows the Doctor what is in the storeroom - boxes of vastial , a common Telosian mineral , highly volatile above freezing . The Doctor uses a small amount to escape the room and kill the guard , leaving his sonic lance with Flast . She cannot leave the room without being boiled alive by the above - zero temperatures in the corridor , but volunteers to use the lance to detonate the vastial and destroy cyber - control . Lytton is tortured by the Cyber - controller for information before being forced to undergo cyber - conversion . The Doctor and Peri make their way separately to the TARDIS where , to lure the Cyberman guards out , the Doctor activates a distress beacon on the body of a dead Cyberman . Before being forced into the corridor and perishing , Flast hides the sonic lance in a box of vastial , where it slowly warms up . When the time vessel lands at the platform , the would - be hijackers ( Bates , Stratton and Griffiths ) try to board it , but are mercilessly cut down by the Cybermen inside . As the guards leave the TARDIS , the Cryons destroy them at the cost of their leader ' s life . The new Cryon leader , Rost , urges the Doctor to leave before Flast ' s explosion is triggered . The Doctor prepares to go , but Peri urges him to go back and rescue Lytton who , for once , was helping the right side . The TARDIS materialises in the conversion centre ( taking the form of a police box ) , but it is too late to save Lytton , who begs the Doctor to kill him . The Cyber - Controller arrives to stop the Doctor , who surreptitiously puts a scalpel in Lytton ' s hand . Lytton waits until the Controller is next to him and stabs him in the arm , which is the distraction the Doctor needs . He takes the Controller ' s weapon and kills both of the Cyberman guards and the Controller himself , but not before Lytton is killed . The TARDIS leaves moments before Cyber - control explodes , leaving the Doctor to reflect on his misjudgment of Lytton . DVD , Video and CD Releases . DVD release . " Attack Of The Cybermen " was released on DVD in the UK in March 2009 .