Spearhead from Space ( TV story ) Spearhead from Space was the first story of season 7 of " Doctor Who " and was the first to feature Jon Pertwee as the Third Doctor . The story introduced a new companion , Caroline John ' s Liz Shaw . Continuing from the final episode of " The War Games " , it marked a significant change in the format of " Doctor Who " . The Doctor was from now on serving his Time Lord - imposed sentence of exile on Earth . It also continued some elements from " The Web of Fear " and " The Invasion " in depicting a renewal of the Doctor ' s association with UNIT and re - introducing Nicholas Courtney ' s Brigadier as head of its British branch . Both would be regular features of this era of the programme . The story also introduced the Doctor ' s binary cardio - vascular system , which became an oft - repeated feature of Time Lord physiology thereafter . Moreover , it introduced both the Nestene s and the Auton s , who reappeared in future stories . Russell T Davies used this story as a template as he wrote the first episode of the 2005 series . It also had some common features with Steven Moffat ' s first story as producer , in that both this story and " The Eleventh Hour " introduced a new Doctor and new companion after the departure of all those from the previous story , effectively making a " clean break " from the previous era of the show . It was also the first " Doctor Who " serial to be broadcast in colour . Behind the scenes , it was the last contribution of producer Derrick Sherwin , after he was convinced by his " Doctor Who " predecessor Peter Bryant to join him on the BBC ' s crisis - hit detective drama , , in the middle of principal photography . The latter stages of the serial were actually produced , uncredited , by incoming producer Barry Letts . On top of this complication , all the BBC ' s studio cameramen walked out on strike between the time of location filming and the first studio recording date , demanding more money for operating the technically more sophisticated new electronic colour cameras . This required Sherwin to commit the story to 16mm film , since the " film " cameramen were in a different union , and therefore " not " on strike . " Spearhead from Space " thus became not only the first colour " Doctor Who " story , but also the " only " story to ever be shot entirely on film . Over forty years later , Sherwin ' s decision to switch to film made it possible for " Spearhead " to easily adapt to new media : it is the first and only " Doctor Who " story of the classic era ( discounting the 1996 telemovie ) to be released in the Blu - ray format , and the only Classic story to receive an HD remaster specifically for the format . Synopsis . Forbidden to continue travelling the universe by his own people , the Time Lord s , and exile d to Earth in the late 20th century , the newly regenerated Doctor arrives in Oxley Woods accompanied by a shower of mysterious meteorite s . Investigating the occurrence is the United Nations Intelligence Taskforce ( UNIT for short ) , an organisation which had previously been associated with the Doctor during the Cybermen ' s invasion . Led as before by Brigadier Alistair Gordon Lethbridge - Stewart , UNIT is soon in action when people and meteorites start going missing . Most puzzling is the attempted kidnapping of a strange hospital patient : a man with two hearts , who insists that he knows the Brigadier . The new Doctor soon joins forces with his old friend , with UNIT , and with the recently recruited Dr Elizabeth Shaw , but time is running out . Irregular things are happening at a nearby plastics factory , while faceless creatures lurk in the woods . The Nestenes have landed a spearhead force and plan to conquer the country by substituting plastic Auton replicas for men and women in key government and military posts . Plot . Episode one . It is the late 20th century on Earth , and there is a heatwave in England . At a tracking station , a radar technician is scanning the screen and calls for the duty officer . She comes in , and he shows her what looks like a meteor storm — but when they scan closer , it emerges that the meteors are flying in formation . A local poacher , Sam Seeley , hears the meteors falling to the ground and runs for shelter . As he emerges from the undergrowth , he finds one of the meteorites , which is pulsing with energy . The radar technician remarks that the meteorites have landed in Oxley Woods , in Epping . He can ' t get over the fact that they were in formation . The UNIT officer has phoned her superior , who also doesn ' t think they were meteorites . The technician wonders what else they could be . The TARDIS also materialises in Oxley Woods , and the newly regenerated Doctor emerges and collapses to the ground . Meanwhile at UNIT headquarters , Brigadier Lethbridge - Stewart interviews Doctor Elizabeth Shaw of Cambridge University for the position of UNIT ' s scientific advisor . She says she has been approached by the security services before and isn ' t interested . The Brigadier says that UNIT aren ' t exactly spies , that they deal with the odd and unexplained — on Earth and even beyond . She is rather dubious at the prospect . The Brigadier tries to entice her by talking about a thin funnel of super - heated air that has heralded the landing of meteorites at the same place twice in the last six months . She is intrigued by this . The Doctor is brought into a local hospital . Doctor Henderson says he will take a look at him . The Brigadier tries to explain the importance of UNIT , saying that there are 500 planets known to be capable of supporting life , and that Earth needs to be prepared , adding that Earth has drawn attention to itself over the years . Liz is openly derisive when the Brigadier claims that Earth has interacted with alien races . The Brigadier mentions a mysterious man , known only as " the Doctor " , who has aided UNIT in the past . Captain Munro telephones the Brigadier from Ashbridge Cottage Hospital . Munro informs him that nothing has been found of the meteorites , but that one of his patrols found a man collapsed in the woods next to a police box and have brought him to the hospital . The Brigadier tells Munro that he wants the police box to be guarded , but that the police are " not " to be notified . At the hospital , Dr Henderson looks over his patient ' s x - ray s and is incensed that someone in the radiography department has played a joke , making him appear to have two hearts . En route to voice his anger , he receives a page from Dr Lomax in the pathology lab . Lomax is similarly furious with Henderson for sending him non - human blood . Henderson assures Lomax that he took the blood sample himself , and that even if the patient ' s blood is different , he still has to look after him . Mullins , a porter , overhears Dr Henderson ' s end of the conversation and telephones the press in hope of a reward , telling them of the strange things happening at the hospital . Meanwhile in Oxley Woods , Sam Seeley has returned for the meteorite , with a shovel — and a burlap sack normally used for poaching . He digs up the meteorite , uncovering an object that is not a clump of rock , but a pulsing , trilling plastic orb . He hoists it from its earthy resting place and stows it in his poacher ' s sack . Suddenly , Seeley hears voices , and through the trees sees three soldiers , before sneaking back to his find . At the hospital , the Doctor wakes up and leans over the side of his bed , looking for his shoes , but a nurse puts him back into bed . Dr Henderson comes in . The nurse tells him the patient tried to get out of bed but has fallen asleep again . A car pulls up outside the hospital , and the Brigadier and Liz Shaw step out of it . Inside the hospital , the lobby is overrun with the press , who are asking Captain Munro about the hospital ' s mysterious patient and what UNIT is doing there . The Brigadier offers them only the cliché explanation , " training exercise " , which the press do not believe . The reporters speculate about a " man from space " — and whether the man has been injured by , or is hiding , one of the meteorites . The furious Brigadier orders that the guards at the police box are to be issued live ammunition . The Brigadier and Liz then enter the ward and introduce themselves to Doctor Henderson . He tells them that his patient has two hearts and blood that can ' t be identified . The Brigadier is pleased . This must be the Doctor . He walks over and looks at the man ' s face . Liz asks the Brigadier if he knows the patient , but , owing to the Doctor ' s changed appearance , the Brigadier doesn ' t recognise him and asserts that he has never seen the man before in his life . The Doctor awakens and recognises the Brigadier , much to the latter ' s confusion . He borrows a little mirror from Liz , and examines his new visage . He seems initially disappointed before deciding that it is distinctive . Everyone else looks on confused . The Doctor falls unconscious again . The Brigadier tries to wake him , but Doctor Henderson stops him . The Brigadier tells Munro he wants the Doctor taken to UNIT HQ as soon as he is able , although Dr Henderson is not sure when that will be . The Brigadier further directs Munro to look for the meteorites . They all leave . As soon as he is alone again , the Doctor opens his eyes . Journalist Michael Wagstaffe sees Lethbridge - Stewart leaving by car and tells his colleague Jimmy that the UNIT group must have left by the back door . Jimmy asks Mullins when he and the press can see Doctor Henderson , but Mullins tells them they will have to wait . Wagstaffe goes to telephone his newspaper but discovers that a strange man ( later identified as Channing ) is using the only phone . He asks which newspaper he is on , but Jimmy says he does not know . Mullins comes over and tells them that Channing must have come in with them . Wagstaffe politely asks the man if he could use the telephone . The man , who has just been standing in the phone booth , like a waxwork , not actually telephoning , pushes past them and leaves . Meanwhile , Sam Seeley is found lurking in Oxley Woods by Munroe ' s subordinate , Corporal Forbes . Forbes tells him the woods are restricted and expresses his displeasure with Sam ' s poaching activities . Forbes asks Seeley if he saw the patrols ; Seeley responds that " they " didn ' t see " him " . Forbes declines Seeley ' s attempt to sell him freshly poached rabbit s , instead telling him to leave and not to come back into the woods until they ' re de - restricted . Seeley asks Forbes about the " thunderballs " ( meaning the meteorites ) and asks if there is a reward for finding one . Forbes demands to know if Seeley knew where one landed , but Seeley evades the question and Forbes just ends up telling him to push off . At the cottage hospital , the Doctor wakes up and leans out of bed again , still looking for his shoes , but the nurse tells him he ' s not going anywhere . Dr Henderson enters , and the nurse tells him the Doctor ' s pulse has settled down — to a mere ten beats per minute . Dr Henderson asks the Doctor how he ' s feeling , but the Doctor says only , " Shoes . " The nurse tells Dr Henderson that he is worrying about his shoes and presumably thinks someone has stolen them . Dr Henderson asks where they might be , and the nurse tells him they are probably in his locker . Dr Henderson takes them out and gives them to the Doctor , who snatches them out of his hands and hugs them . The nurse remarks that the Doctor has been behaving very oddly , so Dr Henderson tells her he will take the Doctor ' s blood pressure again , worried he may have suffered brain damage . Behind their backs , the Doctor looks in his shoes and finds the TARDIS key — which he conceals in his mouth instead . Two burly men appear and knock out Dr Henderson , then put tape over the Doctor ' s mouth , before sitting him in a wheelchair and kidnapping him . Dr Henderson wakes up and discovers the Doctor has gone . As Henderson chases after him , he is intercepted by Captain Munro , whom he alerts to the situation . Outside the hospital , the Doctor is being pushed to an ambulance , but he escapes in his wheelchair . The ambulance drives off at speed in pursuit , with the mystery man Channing at the wheel . Munro orders a soldier to shoot out the tyres , but the ambulance escapes . The UNIT soldiers find the wheelchair abandoned in the woods . The Doctor reaches Oxley Woods , but as he crashes through the trees , he is shot by a nervous UNIT soldier guarding the TARDIS , who has been startled by the distant sounds of gunfire . The Doctor collapses . Corporal Forbes is incensed by the soldier ' s action . Episode two . Captain Munro , Corporal Forbes , and the private who fired the shot all converge over the unconscious Doctor . The Doctor is returned to the hospital , and the Brigadier questions Dr Henderson about his condition . The bullet only grazed his scalp , but the Doctor is in a deeper coma than Dr Henderson has ever seen – which Henderson speculates is self - induced . Henderson still states that the Doctor cannot be moved . Before the Brigadier leaves the hospital , Dr Henderson shows him the TARDIS key and says the unconscious Doctor ' s hand had to be pried open in order to get it . The Brigadier tells Captain Munro to double the guard at the hospital , as the police box is now en route to UNIT Headquarters . Munro shows him a broken up meteorite and says it was destroyed when it hit the ground . It is lightweight and appears to be made of plastic . They discuss why whoever is behind this wants the Doctor . Munro shows the Brigadier a picture of Channing , the lead figure behind the attempted kidnapping . The only other detail that Munro can recall is that there was something odd about the kidnappers ' faces . At the nearby Auto Plastics factory , salesman John Ransome visits the production manager , George Hibbert , tailed by the mysterious Channing . Ransome argues with Hibbert over his sudden sacking and the cancellation of production of the new toy doll which Ransome had designed and sold to an American company . Ransome also demands to know why everything and everybody has changed in the factory and asks what is going on inside his old workshop — which now has an " out of bounds " sign on the door . Hibbert tells him they have developed a new process and have a new policy . Ransome is ordered to go away and to stay away . He wants to know more , but Channing appears and Hibbert seems to go into a trance . As he leaves , Ransome tries to investigate his workshop , but Channing again appears . Back at Unit HQ , Liz is trying to identify the debris from space . It is definitely not a meteorite ; it shows signs of having been manufactured . She is still sceptical about alien involvement and is even more sceptical about the Brigadier ' s claims regarding the Doctor . Channing and Hibbert argue , but Channing has a firm hold over Hibbert . Channing reports that two energy units are still missing . Hibbert speculates that the Doctor may have one , but Channing thinks they are more likely embedded in soft earth . To locate them Channing will increase their pulsation signals . Meanwhile , Sam Seeley , the poacher , removes the meteorite he found from an old metal trunk in his garden shed and is takes a closer look at it . As he does so , a mannequin that looks superficially human , at least from a distance , comes to life in the woods . Seeley ' s wife Meg comes into the garden , and he hurriedly pushes the energy unit out of sight into the shed . Meg inspects the trunk to make sure he isn ' t hiding stolen goods in it . After seeing that it contains only an old blanket , she tells Sam she won ' t have the dirty old trunk in the house . After she goes back in the house , Sam again hides the energy unit in the solid metal trunk , muffling the trilling effect . In the woods , the hunting mannequin loses the signal and deactivates . The Brigadier welcomes Major General Scobie , UNIT ' s liaison with the regular army , and introduces him to Liz . Scobie asks what a police box is doing in the lab , and , with an ironic look , thinking her remark is merely a joke , Liz tells him it ' s actually a spaceship . Back at the hospital , Forbes is guarding Dr Beavis ' car at his request . Captain Munro orders him into a jeep ; they ' re off to join Section 3 , who have turned up another of the meteorites . Meanwhile , the Doctor — clad only in a hospital gown — sneaks into the staff locker room in search of some clothes . When Doctors Henderson and Beavis enter , the Doctor jumps into the shower , thus hiding his face from them and avoiding being recognised . Beavis takes off his coat , hat and scarf and leaves them behind the door . As the UNIT soldiers dig up a pulsating , trilling meteorite , the Auton standing silently in the woods begins to move again , swinging from side to side like a radar scanner , until it locks on to the signal . The Doctor has dressed himself in a hodgepodge of clothes he has " borrowed " , and adds Beavis ' hat , cloak and overcoat . As he escapes , an alert is raised . Hurriedly he tries to find a car to steal , settling on Dr Beavis ' antique jalopy . At UNIT HQ , the Brigadier is told of the Doctor ' s escape . He says that the Doctor will home in on the TARDIS . The Brigadier again tries to open the TARDIS , but fails ; Liz suggests he has the wrong key . Munro orders Corporal Forbes to deliver the meteorite to UNIT HQ . But on the way , Forbes swerves to avoid the hunting Auton , which emerges without warning from the woods beside the road . He crashes the jeep into a tree , killing himself . The Auton takes the meteorite . In Ransome ' s old workshop , which is now full of similar looking mannequins , Hibbert tells Channing that General Scobie will soon arrive . Meanwhile , the Doctor drives into UNIT ' s vehicle entrance . Before the commissionaire can even ask to see his documents , the Doctor berates him , declares that he hasn ' t got a pass , and demands to see Brigadier Lethbridge - Stewart at once . The commissionaire telephones the Brigadier and is told to allow the Doctor entry . The Doctor enters the lab . When asked how he knew where to find UNIT HQ , he shows the Brigadier his wristwatch , which doubles as a TARDIS magnet . The Doctor asks if the Brigadier has the key . The Brigadier says it doesn ' t fit , but the Doctor tells him it won ' t work for anyone but himself . The Brigadier has a lot of questions , but the Doctor explains that he has lost his memory . The Brigadier asks how is he to know that the Doctor isn ' t an impostor ; but the Doctor replies that only he knows that . The Doctor studies his new appearance in a mirror and thinks he looks very smart , opining that his new face would be quite useful on Delphon , whose inhabitants communicate with their eyebrows . The Brigadier introduces him to Liz Shaw , to whom he says , " How do you do " , in Delphon — using his eyebrows ! The Doctor examines the broken bits of the meteorite and finds them rather interesting : given the shape of the fragments , he deduce s that they were hollow spheres , transporting something to Earth . The Brigadier asks the Doctor to assist UNIT with the investigation , and the Doctor asks for the key to the TARDIS in return , to which the Brigadier replies , " Possibly " . The Doctor asks him how many meteorites came down , and the Brigadier says there were fifty of them . The Doctor then asks how many have been found , and the Brigadier says only one — and even that has disappeared . The answer to the Brigadier ' s question is obvious to the Doctor : the meteorites had been collected and taken somewhere by the time the soldiers arrived to look for them . The question is : where ? Ransome returns to the Auto Plastics factory , climbing over a high wall to enter the grounds . In Hibbert ' s office , Channing and Hibbert are showing General Scobie a plastic facsimilie dummy , rather like a waxwork , before showing him to his car . Ransome enters the factory , climbs the staircase , and breaks into his old workshop , finding it full of new modern electronic equipment and a line of blue suited mannequins . As he inspects a strange computer - like device , he hears a noise from behind him . He slowly turns around — and is horrified to see one of the mannequins step down from a plinth and halt in front of him . Episode three . The mannequin ' s hinged hand drops away , revealing a small nozzle . It discharges a powerful energy bolt at Ransome , but he evades it . Fleeing the workshop , he escapes down the fire escape with the mannequin in rapid pursuit . In the factory , the mannequin is on the point of blasting Ransome down , until it sees that Channing and Hibbert are accompanied by General Scobie . It conceals itself until Scobie has gone . In the car park , as the General bids them goodbye , Channing refuses to shake his hand : it would be too obvious that he was not human . Scobie asks if he can see the waxwork they are making of him before it is sent to Madame Tussauds . Channing tells Scobie that they will arrange that . Later Channing and Hibbert discuss the fact that Ransome was here . Channing knows because the machines registered his brain pattern . Channing says he will send an Auton . Hibbert protests , saying it will kill him . Channing brainwashes him and convinces him that it is a good thing . He sends an Auton off . Meanwhile , Ransome runs out into Oxley Woods where he collapses and is rescued by UNIT . Meg Seeley discusses the local goings on with her husband . She is sure the meteorites are linked into the soldier ' s activity . Ransome is shell shocked and can only mutter something about creatures made in the factory . Munro sends him to UNIT HQ . The Doctor and Liz can get no readings from the energy unit . Liz is frustrated . The Doctor blames the primitive equipment . He says he has a lateral molecular rectifier in the TARDIS that they could use . Liz is dubious . The Doctor assures her that the TARDIS is not just a police box — it is , in fact , dimensionally transcendental . He persuades Liz to try to get the key from the Brigadier . In a UNIT tent , Captain Munro telephones headquarters and is confident that his cordon will keep whoever took the meteor from getting far . Sam Seeley is brought in after asking about the reward for a " thunderball " , and Munro demands to know where he found one . Seeley pleads ignorance . Channing reports that the Auton has locked track of Ransome . Hibbert is concerned that he may end up at UNIT . Hibbert is also worried that the " swarm leader " meteor is still missing , but — like Munro — Channing is confident that it will be found . He also says that if Ransome returns , the Autons will kill him . Ransome reports what he has seen at the factory to Brigadier Lethbridge - Stewart . He describes an army of men with smooth , shiny , plastic faces . Liz interrupts and tries to plead on the Doctor ' s behalf but is stopped short by the Brigadier . Liz sees the key and takes it . The Brigadier is sceptical of Ransome ' s story . He notices that the key is gone . Liz hands the key to the Doctor . She is shocked when it turns in the lock , due to fact that it didn ' t when the Brigadier tried . The Doctor states it has a metabolism detector . He disappears into the TARDIS . The Brigadier enters and corners Liz . He calls her gullible and says they will never see the Doctor again now . To prove his point the TARDIS starts to make its dematerialisation noise but suddenly cuts out and begins to smoke . The Doctor emerges , shamefaced . He admits that he can ' t contemplate a life in one place and time . The Brigadier asks for the key back . The Doctor asks what ' s the point — he ' s trapped . The Time Lord s have changed the dematerialisation codes . He resigns himself to helping the Brigadier . The Brigadier says he has more evidence for him . At Brook Cottage , Meg Seeley snoops around the shed . The Brigadier questions Ransome about the other man at the factory . Ransome says he is called Channing and appears to have a mental hold on Hibbert . The Doctor suggests they visit the plastic factory . Seeley wants to leave . Munro says he can only go when he has handed over the information . Seeley , again , asks about a reward . Munro is more forceful . Meg opens the trunk in the shed and discovers the swarm leader . This registers with Hibbert and Channing . An Auton is also activated by the energy unit . Hibbert and Channing watch the progress of the Auton towards the cottage . The Auton approaches the building . Seeley tells the truth just as the Brigadier , the Doctor and Liz arrive . Munro informs them of the latest developments . They go to investigate . Meg puts the energy unit back in the trunk . Suddenly , she hears a strange noise coming from inside the house . She enters the house and encounters an Auton that has broken in and is knocking things over in its search for the swarm leader . Meg runs outside into the garden and gets Sam ' s shotgun out of the shed . When the creature emerges into the garden , Meg loads the gun , aims it and warns the Auton that if it doesn ' t leave , " I ' ll blow a hole in you ! " The Auton ignores the warning and keeps advancing . Meg fires , but the shotgun blast has no effect on the Auton . It continues to approach . Hibbert and Channing watch all this . Meg has been knocked unconscious . The Auton is checking the house . It begins to look in the shed . When UNIT arrive at the cottage , they enter the living room looking for Meg . They run out into the garden and find the Auton standing over the trunk . The soldiers and the Brigadier shoot at the Auton . The Brigadier calls for a platoon . Channing recalls the Auton . He is terrified . The Auton escapes but is forced to leave the swarm leader behind . Channing tells Hibbert the swarm leader has been taken by some UNIT soldiers . Hibbert asks why the Auton didn ' t kill the soldiers , and Channing tells him he recalled it because it is too early for a major confrontation . He then tells Hibbert that UNIT must be delayed . He also notices Ransome ' s brain pattern back in the area and sends an Auton to kill him . Liz puts a blanket over Meg Seeley while the Brigadier goes to telephone for an ambulance . The Doctor investigates the meteorite and tells Liz the signal for it must have been muffled by the metal from the trunk it was in . Liz tells him to be careful with it as it might explode , but the Doctor tells her it will be alright as long as they treat it gently . Liz is worried that the Auton will return for it . The Auton discovers Ransome in the UNIT tent and blasts him down with an energy bolt . Channing orders total destruction . There is a flash of light as the Auton obliterates Ransome ' s body , which explodes without a trace remaining . Munro reports that the soldiers have lost track of the Auton . The Brigadier orders a cordon around the plastics factory . The Doctor urges caution . When he discovers Ransome ' s disappearance , the Brigadier is infuriated with the the sergeant whom he had left in charge . The sergeant had posted a guard at the front of the tent but left the back exposed , allowing what appears to have been Ransome ' s abduction . The Doctor presumes Ransome has been taken to the plastics factory , and off they go to investigate . The Doctor , Brigadier , and Liz meet Hibbert in his office . Channing overlooks their entrance . The Brigadier tells him about Ransome ' s story , omitting that they too had encountered the Auton . Hibbert denies everything and insists that Ransome was making up stories to discredit Auto Plastics after being let go for his supposedly impractical ideas to produce electronic dolls . The Doctor asks what they make at the factory . Hibbert states dolls and , more recently , mannequins . At UNIT HQ , the Brigadier says he recognises Channing from the photograph at the hospital . He is to ask General Scobie to launch a raid on the factory . The Doctor uses an electroencephalogramme and finds the the swarm leader is emitting brain waves and wonders if it could be communicated with . Major General Scobie telephones the Brigadier . The Brigadier asks for authority to raid the factory . Scobie agrees to meet the Brigadier and offers any support needed . He hangs up to attend to the knock at his front door . He opens the door to reveal an exact replica of himself , which enters and advances towards Scobie . Episode four . At UNIT , the Doctor and Liz are investigating the meteorite . The Doctor says that inside it is part of a brain that makes up a larger consciousness . He speculates that it is sending signals to the other globes . Just then the buzzer sounds and the Brigadier picks up the telephone . It is General Scobie ' s replica . He tells the Brigadier the factory is off limits and that there is to be no raid . Before the Brigadier can argue with him , he hangs up . The Brigadier crossly puts the phone down . He tells the Doctor he will go over Scobie ' s head to the Home Secretary or Geneva . He tells the Doctor the replica of General Scobie made by Auto Plastics probably flattered him . Later , the Doctor and Liz visit Madame Tussauds and discover hundreds of dummy replicas of important government officials . The Doctor discovers that all the replicas are made of plastic . He investigates a model of General Scobie and discovers a wristwatch , wound and still at the right time . He considers this odd . The Doctor telephones the Brigadier , but Captain Munro tells him he is not in . The Doctor tells Liz they are going to hide away until closing time . In the factory workshop , Channing shows Hibbert a tank containing a body of an alien . He tells Hibbert that the meteorites have created a body for the creature . Hibbert asks what it will look like , and Channing says he doesn ' t know . Channing says he needs the swarm leader back and that they have the help of General Scobie ' s replica to do so . He says the facsimiles created are far more sophisticated compared to the Autons . They have the same brain cells and memory traces . He also says that tonight , the facsimiles will be activated . In the Doctor ' s lab , General Scobie ' s replica has arrived , along with two military policemen , and orders Munro to hand over the last meteorite . Munro is reluctant , but Scobie says he will have him arrested if he doesn ' t . Meanwhile at the waxworks , an attendant turns off the lights and leaves the room . The Doctor enters the dark room with a torch . Liz is frightened , but the Doctor tells her there is nothing to be scared of . Liz asks if he thinks the model of Scobie is the real Scobie — he says that is what he suspects . Just then , the Doctor and Liz hide behind a curtain as Channing and Hibbert enter the room . Channing senses an alien life form . Hibbert asks if it could be Scobie . From behind the curtain , the Doctor and Liz watch as the facsimiles are activated and leave the room . Channing tells Hibbert they are going to take their places and start their work . The Doctor and Liz hear the door close and emerge only to meet Hibbert . The Doctor tells him about the Auton that killed Ransome . Hibbert tells the Doctor he had to kill Ransome because Channing told him to , but the Doctor convinces him to realise that Channing is controlling his mind and that he is Hibbert ' s enemy . Hibbert says that Channing is his partner . The Doctor tells Hibbert he has to escape from Channing and asks him to come to UNIT so he can help him . Just then , Channing enters the room again , the Doctor and Liz hiding just in time . Channing orders him to come with him . Later , the Doctor and Liz tell the Brigadier about the waxworks and tell him he has to move against the factory quickly . In Channing ' s workshop , General Scobie ' s replica tells Channing that if the Doctor and UNIT move against him , he will stop them . Scobie also says that Hibbert can be disposed with as he has served his purpose . Channing takes the meteorite and puts it under a pipe . It sucks the meteorite into the body . Channing tells Scobie ' s replica that in the morning , the Autons will be activated . In the lab , the Doctor is building a device to destroy the Autons . At dawn the Autons are activated . They break out of a shopping centre and kill many people . Back in the lab , the Brigadier tells the Doctor that the invasion of the Autons has started . They are seizing police stations , barracks and communication centres . The Doctor shows him the weapon that will destroy the Autons . The Brigadier tells the Doctor his headquarter staff can help the Doctor access the factory . In Channing ' s workshop , Hibbert , who is now free of Channing ' s control , uses a metal pipe to open the tank containing the creature but breaks a small button on the tank . Channing enters and stops Hibbert and tells him he should not have left the factory grounds but Hibbert tells him that he has been controlling his mind . Channing tells him that he is part of the alien species called the Nestenes . He explains they have been colonising other planets for a thousand million years , and now they will colonise Earth . He promises that they will spare him . Meanwhile , the Doctor and the soldiers leave UNIT and head for the factory . Channing tells Hibbert there is nothing he can do . Hibbert attempts to kill Channing and the Autons by hitting the tank with the pipe but is killed when an Auton shoots him with an energy bolt . Channing orders the Auton , " Destroy ! Total destruction ! " and , like Ransome before him , Hibbert ' s body explodes into nothingness . The Doctor and the soldiers reach the plastics factory . The Doctor opens the door , and everyone enters the factory grounds . Channing is alerted to the intruders . Just then , General Scobie ' s replica arrives with UNIT forces and tells the Brigadier that he and his men are under arrest . The Doctor points his device at General Scobie ' s replica , and the replica falls . A soldier accuses the Doctor of having killed General Scobie , but the Doctor tells him he was never really alive . He turns the body of Scobie around to reveal the face of a mannequin . Meanwhile , in Madame Tussauds , the real General Scobie suddenly awakes , and there are gasps of surprise from visitors . The Brigadier explains the situation to the UNIT forces whilst the Doctor and Liz sneak away . They enter the factory , and the Doctor uses his device on a passing Auton . An army of Autons enter the grounds . The soldiers attack them , but they discover the creatures cannot be destroyed by gunfire . The Doctor and Liz enter Channing ' s workshop . The Doctor sneaks up on Channing , who tells him that the Doctor is too late . Channing explains that the Nestene are a collective and killing just one of them will not work . The Doctor says that means there must be a way of destroying them collectively . Channing says they are indestructible . The Autons are slaughtering UNIT soldiers outside . The Doctor tells Channing that with his device , he can destroy him and the Autons , but Channing says that " no one can destroy the Nestenes ! " and turns up the tank to full power . The Doctor finds his weapon is not working . The Doctor goes over to the machine and discovers that the Nestene Consciousness has created a monstrous tentacle d body for itself . The creature roars in anger and wraps its tentacles around his mouth . As the Doctor struggles with the creature ' s tentacles , Liz finds the trouble : a loose connection . She repairs it and uses the Doctor ' s machine to shut the Nestene Consciousness down . Without the motive power of the Consciousness , the Autons have no more power , and they collapse . Liz is glad to see the Doctor is all right , but then she discovers Channing . He has been revealed to be nothing more than a sophisticated Auton and has likewise been deactivated . At UNIT HQ , the Doctor and Liz explain that the machine was a simple electrical compulsion device . The Brigadier asks if they might attack again . The Doctor says they are telepathic so it is possible . The Brigadier floats the offer to the Doctor to let him work on a means to repair the TARDIS , while also helping UNIT stop future alien invasions . The Doctor , with misgivings , agrees — once the Brigadier agrees to help him find a car similar to the one he stole at the hospital , a laboratory , equipment and the services of Liz . The Brigadier goes to prepare the paperwork but stops , realising that he doesn ' t know the Doctor ' s name . " Smith " , says the Doctor , with a smile . " Doctor John Smith . " Story notes . Filming locations . Location filming took place at - Home video and audio releases . Blu - ray release . " Spearhead From Space " was released as a Blu - ray Special Edition in July 2013 . The back cover states , " This classic Doctor Who story is the first to be upgraded into stunning HD . " The Blu - ray was released in 1080i ( or 1080p in Region A ) full HD with DTS - HD Master Audio . Intended as a companion piece to the 2011 Special Edition DVD , the Blu - ray release carries none of the extras from the previous releases of this story , but does feature several newly commissioned special features , mastered in HD . The UK release features a reversible cover , matching the standard Classic Series DVD template . Contents : DVD release . Released as " Doctor Who : Spearhead from Space " , this release was slipped into the DVD schedule by BBC Worldwide so that a second DVD could be released in 2000 . In the event , the DVD was delayed till the following year . Released : Contents : Rear Credits : Notes : Special Edition DVD release . Released as " Doctor Who : Spearhead from Space : Special Edition " Released : Contents : Notes : Digital releases . This story is available : VHS releases . Released as " Doctor Who : Spearhead from Space " . Released : Notes : Released in an edited movie - format , with the Fleetwood Mac song " Oh Well - Part One " removed and replaced by factory machinery sound effects . Notes : Released unedited . However , the Fleetwood Mac song " Oh Well - Part One " was included by mistake .