Carnival of Monsters ( TV story ) Carnival of Monsters was the second story in the tenth season of " Doctor Who " and the first to see the Third Doctor free from his exile . The serial was also the first to see a performance by Ian Marter , who later became a recurring face of the show as Harry Sullivan . In addition , this was the only televised Third Doctor - era story to feature a real appearance of a Cyberman , though not in a threatening manner . The Third Doctor would not truly be pitted against the Cybermen onscreen until " The Five Doctors " , after Jon Pertwee had left the role and then came back for the twentieth anniversary special . Barry Letts chose to direct the story himself , as his contract permitted him to do so with one story per year — something he had previously done with " Terror of the Autons " . Originally titled " Peepshow " , Dicks took Vorg ' s line " Carnival of Monsters " to be a better name , despite Holmes ' s preference ; there was concern that the name " Peepshow " might convey the wrong impression . Much editing was done to " Carnival of Monsters " in order to thin it down to a workable running time . This resulted in the cliffhanger for part three being changed altogether . Originally intended to show the Doctor plummeting , apparently to his death , this sequence was cut and replaced with him leaving the miniscope . Synopsis . The Doctor and Jo arrive on the SS " Bernice " , a cargo ship crossing the Indian Ocean . Things are not what they seem . A monster appears in the sea , events repeat themselves and a giant hand steals the TARDIS . Investigation reveals they are inside a miniscope , an alien peepshow sporting numerous miniaturised environments , which showman Vorg and his assistant Shirna have brought to amuse the populace of the planet Inter Minor . Plot . Episode one . At a spaceport on planet Inter Minor , travelling aliens Vorg and Shirna arrive and set up their show . Although Vorg ' s intentions aren ' t hostile , the representatives of the ruling class of Inter Minor display a cultural dislike of things that they view as alien or unnecessary , and their tribunal — Kalik , Orum , and their superior Pletrac — are suspicious and deny them an entrance visa . Meanwhile , the TARDIS materialises on the planet Metebelis III — so the Doctor says . Yet when he and Jo Grant explore , they find they are aboard the cargo ship SS " Bernice " as it sails across the Indian Ocean in 1926 . The Doctor is sure that they are not on Earth and it seems something is afoot when a plesiosaurus rises from the sea . The Doctor and Jo meet Major Daly and his daughter , Claire Daly , passengers terrified by the plesiosaurus but who then forget about it . When the pair are caught by officer John Andrews , they are imprisoned , accused of being stowaway s . Confined to a cabin , Jo notices a discrepancy : a clock in the room has gone back more than an hour in a few minutes . After escaping , they notice that Andrews , Daly and his daughter are repeating things they said and did when they met them before . They have forgotten about the meeting . The Doctor becomes interested in a mysterious hatch made of an alien alloy . He goes to fetch a magnetic core extractor from the TARDIS . As they reach the TARDIS , the Doctor and Jo are stunned as a giant hand swoops down out of nowhere and grabs the police box . Episode two . Vorg pulls the " bit of bric - a - brac " ( the TARDIS ) out but sticks it back inside the machine . Later , Vorg shows the tribunal of mistrusting natives , Pletrac , Kalik and Orum , some of the creatures inside the scope , including Ogron s , Cybermen , Tellurian s and Drashig s , huge deadly carnivores . Vorg explains how inside the miniscope the miniaturised creatures live in miniature versions of their natural habitats . As the tribunal members watch the events within the human environment , Vorg shows them the machine ' s capabilities by adjusting a dial which amplifies the specimens ' hostility . Inside , the Doctor and Jo are captured , but Andrews chooses to fight the Doctor rather than imprison him . Using skills he learned from John L . Sullivan , the Doctor overpowers Andrews , allowing him and Jo to escape . They are chased across the deck but make it to the hatch and find themselves in a place the Doctor describes as like being " inside a wristwatch " . The tribunal on Inter Minor chooses to eradicate the illegal specimens inside the scope , but the eradicator only damages the machine . The locals are disturbed that their great weapon was unable to destroy the scope , and they suppose that it ' s actually a plot by their enemies . Suspicious that the scope contains an illegal transmitter , Orum searches the machine and pulls out the mini - TARDIS . Soon it expands to its normal size , horrifying the Tribunal . The Doctor and Jo find another hatch inside and open it , finding themselves in another environment , an expanse of marshes , not what the Doctor was expecting . They turn to leave , but a Drashig rises from the marshes , ready for the kill . Episode three . The Doctor attacks the Drashigs using the sonic screwdriver , igniting marsh gas . Vorg is able to slow down the Drashigs with his hand , enabling the Doctor and Jo to reach the inner circuitry again . The Doctor realises they are in a miniscope , explaining that earlier in his life he convinced the Time Lord s to ban the use of miniscopes . Jo is horrified that anyone would use such a device . They are troubled to find out that the Drashigs haven ' t given up their pursuit and have broken into the circuitry as well . The pair find a deep shaft which leads to the bottom of the circuitry and the way out , so they return to the " Bernice " circuit to fetch a rope . Jo is caught by Andrews again , who has once again forgotten they have previously met . There is trouble outside the scope too . The tribunal are trying to have Vorg and Shirna deported , while the operators themselves have noticed the Drashigs have escaped from their circuit . When Kalik and Orum hear about this , they hatch a plan to let the Drashigs escape the machine and cause havoc , forcing the President to resign . Kalik believes the Functionaries need a purpose ; rebellion will satisfy them . The Drashigs have now broken into the SS " Bernice " environment but are shot at and repelled by the crew . With a rope , the Doctor climbs down to the bottom of the shaft and exits the machine but collapses . Episode four . There is commotion on Inter Minor as the Doctor grows to his normal size . The Doctor confronts the tribunal about their allowing the scope on their planet and is horrified that Vorg and Shirna are more concerned with claiming insurance on the loss of livestock than saving the lives inside the scope . The Doctor ventures back inside the machine , while Kalik and Orum sabotage the eradicator to leave the city defenceless against the Drashigs , who finally escape and grow to formidable size . Vorg repairs the eradicator and turns it on the Drashigs , but not before they eat Kalik and Orum . Inside , Jo escapes yet another capture by the crew of the " Bernice " and is reunited with the Doctor , but the scope is overheating , and they are overcome by the heat . They are brought back by Vorg , who activates the device the Doctor left for him , which also returns the life - forms inside the scope to their rightful places in space and time . With the scope inoperable , Vorg tries to earn enough credit bars to get home by entertaining Pletrac with the old shell trick , while the Doctor and Jo return to the TARDIS , ready for their next adventure . Home video and audio releases . DVD releases . This story was released as " Doctor Who : Carnival of Monsters . " Released : Special Features : Notes : Special Edition release . This story was released as " Doctor Who : Carnival of Monsters : Special Edition . " Released : Special Features : Notes : Doctor Who DVD Files . It was released as issue 60 of " Doctor Who DVD Files " . Digital releases . This story is available : VHS releases . This story was released as " Doctor Who : Carnival of Monsters . " Released :