The Faceless Ones ( TV story ) The Faceless Ones was the eighth story of season 4 of " Doctor Who " . Companions Ben Jackson and Polly , played by Michael Craze and Anneke Wills respectively , left the series at the end of this story . Additionally , the original rendition of Delia Derbyshire ' s opening theme for the series was replaced with a new arrangement . Currently , only episodes one and three exist in the BBC Archive . Synopsis . The TARDIS arrives on Earth in July , 1966 , on a runway at Gatwick Airport . Polly witnesses a murder in a nearby hangar and is then kidnapped by the perpetrator , Spencer of Chameleon Tours . Ben also vanishes . The Second Doctor and Jamie are left to convince the sceptical airport Commandant there has been foul play . A great many other young people have also vanished , all of them on Chameleon Tours holidays . With the help of Samantha Briggs , the sister of one of the missing youths , the Doctor and Jamie uncover a plot by the alien Chameleons to kidnap human youngsters to take their identities , for the Chameleons have lost their own identities in an accident on their home planet . The Doctor offers to help the Chameleons find another solution to their problem , and the kidnapped humans are released . Plot . Episode 1 . The TARDIS lands on a runway at Gatwick Airport , and the Doctor , Ben , Polly , and Jamie run for their lives as a jet airplane tries to land on them . The jet avoids collision by aborting its landing , whilst the four intruders are spotted by a police officer , causing them to split up . The airport ' s Commandant is informed by an air traffic controller of the reason given by the jet ' s pilot — a police box on the runway . He incredulously orders the obstruction investigated . The police box is quickly hauled away . The officer pursuing Ben has lost him , and Jamie meets up with the Doctor beneath a parked airplane . Polly , meanwhile , has hidden in the hangar for Chameleon Tours . She sees a man , who is holding an envelope , killed by another man , wearing a pilot ' s uniform , with some kind of futuristic weapon . The corpse is covered with a parachute whilst the pilot enters a hidden control chamber filled with high - tech equipment and reports via a monitor to another pilot by the name of Blade . An alarm sounds , and a monitor shows Polly examining the body . The man goes out to catch her , but she escapes . The Commandant is flabbergasted to hear that the obstruction actually " was " a police box . Polly finds the Doctor and Jamie hiding under a plane . She tells them what she saw ; the Doctor insists she show them . Blade joins the other pilot , Spencer , in the hangar . Spencer explains he killed him as he " knew about the postcards " . They search the body and learn they have killed Detective Inspector Gascoigne , and Blade is concerned " a parent may have sent him " . They dispose of the man ' s effects and two suitcases . An alarm sounds , and they see the Doctor , Jamie , and Polly in the hangar searching for the body on a monitor . The Doctor is surprised to find the man Polly said was killed by a gun has been electrocuted . The time travellers leave to find someone in charge . Spencer and Blade are concerned when Polly says she could recognise the killer anywhere . They decide that , despite the Doctor ' s knowledge , it is Polly who poses the biggest threat . They intercept the Doctor and his companions and , as Polly is lagging behind , Spencer knocks her unconscious using a pen - shaped device . Inside the hidden chamber , Polly is questioned to little effect . Polly warns the pilots her friends will worry about her . They say they must do something about that . When the Doctor and Jamie cannot find her in the hangar , they resume their quest for help from the authorities . The Doctor and Jamie arrive at the Immigration & Customs desk but cannot get by the officer , Jenkins , as they haven ' t got passports . The officer is moved to action when Jamie mentions the TARDIS . Suspecting they may be involved with the police box affair , Jenkins asks them to wait while he contacts the Commandant . Meanwhile , Ben finds the Chameleon hangar and is drawn inside by sounds of hammering . Captain Blade is securing a packing case . Before he can draw his weapon , Jean Rock , the Commandant ' s assistant , arrives to give Blade flight schedules . Blade shows Ben the way out . The Commandant is extremely dubious at the Doctor ' s story and disturbed by their lack of passports , but eventually he relents and follows the Doctor and Jamie to the hangar to allow the Doctor to prove his story . In the hangar ' s hidden chamber , Blade is affixing stamps to postcards . Spencer tells him that Polly has been " processed " and can be taken on the next flight . Blade opens a refrigerated cabinet . A scaly , humanoid arm is seen . He injects the arm . The pilots are alerted to the presence of the Doctor , Jamie and the Commandant in the hangar . The body is gone , but the Doctor reveals an unused Spanish postage stamp , the only thing found on the body . Jamie and the Doctor find burnt fibres and a burn mark . The Doctor begins to make deduction s regarding these , much to the bemusement of the Commandant . The Doctor suggests they search the hangar . They move to open a packing case as Blade emerges from the back . Blade opens the case , revealing plastic cups . The Commandant , fed up now , takes the Doctor and Jamie away . Spencer is ordered to bring the creature from the compartment . Blade and he help it out of the hangar , worrying about the fact that it may be reaching " suffocation point " . Back at Immigration & Customs , the Doctor and Jamie are being cross - examined by the Commandant . They spot Polly and draw her to the Commandant ' s attention , but she claims not to know either of them . The two pilots guide the disguised creature through the airport concourse to the medical centre . They arrive at the medical centre and set him down on a bench . The creature has a featureless face on a misshapen head and is breathing heavily . . . Episode 2 . As the creature waits , Meadows , an air traffic controller , lies unconscious on a bed . At the I & C desk , the woman says she is Michelle Leupi from Zurich , before going on to explain that this is her first visit to England and she is here on a work permit . The Doctor asks why she speaks such good English and is told that she had an English governess . She leaves as Jamie forlornly calls after her . As the Commandant calls for the police , the Doctor and Jamie make a dash for it . Nurse Pinto arrives . Armbands are attached to the creature and Meadows . Headsets are attached . Whilst eluding the police the Doctor spots an advertisement for Chameleon Tours , catering for people ages eighteen to twenty - five . Ben finds them and they go off . As the real Meadows twitches , the creature transforms into his duplicate . At the Medical Centre , they adjust the new Meadows ' senses and test his self - knowledge . Ben spots the woman who looks like Polly working at the Chameleon Tours desk . The Doctor tries to speak to her , but she denies everything ; however , she mentions " someone shot " without prompting . The Doctor and his friends leave . Polly reports behind the kiosk to Blade . Blade orders her to leave on the next flight back to base and intends to deal with the Doctor . The duplicate Meadows takes his place at Air Traffic Control . DI Crossland has arrived and is investigating Chameleon as well as his missing colleague . Meanwhile , the Doctor , Ben , and Jamie hide in a photo booth and decide Ben should investigate the hangar , Jamie will keep an eye on the kiosk and the Doctor will see the Commandant . As Jamie watches , Samantha Briggs arrives and interrogates Polly about her brother Brian , supposedly in Rome on a Chameleon Tour ; the hotel he ' s supposed to be staying at doesn ' t exist , and he can ' t be found — yet they ' ve received a postcard from him posted in Rome . Polly says she ' ll make inquiries and goes back to contact Blade . Spencer informs her Blade isn ' t contactable ; Polly tries to stall Samantha , who says she ' ll wait . She sits next to Jamie , who says the Doctor may help her . The Commandant absolutely refuses to listen to the Doctor and calls the police on him . As the Doctor tries to persuade the Commandant , Jean , a secretary dealing with DI Crossland , overhears the name of Chameleon Tours and tries to interrupt . The police arrive . The Doctor fakes a bomb hoax with a rubber ball as a means of escape . Blade orders Polly to deal with Samantha and close the kiosk . Samantha is told her brother arrived in Rome but went AWOL . Ben arrives in the hangar and opens a packing case to find the real Polly , sitting in a trance . He tries to call the Commandant . The Doctor is introduced to Samantha and investigates the rear of the kiosk . He sees Ben on the monitor , then sees Spencer attack Ben with the pen - shaped freezing device . He also uncovers a large batch of postcards from destinations around the world as well as a selection of foreign stamps . Blade and Spencer prepare for the Doctor ' s approach . DI Crossland is informed by Jenkins about Brian Briggs , whilst Crossland also enquires about DI Gascoigne . Jenkins explains that things have been hectic at the airport of late and fills Crossland in about the Doctor and Jamie and their story of the dead body . Crossland says they must be found . Samantha flirts with Jamie . A different woman re - opens the Chameleon kiosk . A Chameleon flight to Zurich is announced . Jamie worries about where Polly is . The Doctor reaches the hangar . With no sign of Ben , he searches the office and pockets the pen - like device . The new kiosk attendant hands stamped postcards to the Zurich passengers for them to write before they depart . Samantha sees the implications , realising that her brother wouldn ' t have had to have been in Rome to send the postcard . She and Jamie go to find the Doctor but are stopped by DI Crossland . The Doctor opens a packing case to discover the trance - like body of Meadows . Suddenly a pleading voice is heard over a loudspeaker , actually made by Spencer . The Doctor is drawn into the office , where he is sealed inside . A freezing vapour seeps through grilles in the walls . Episode 3 . Spencer watches from the hidden chamber . The Doctor tries to block one grille . Spencer opens another . The Doctor notices a closed - circuit camera watching him and blocks that . Spencer comes out to find the Doctor huddled on the ground . As he bends down to check on him , the Doctor fires the freezing device at him and escapes . Jamie and Samantha have explained the situation to Crossland when the Doctor finds them . The Doctor identifies a picture of Gascoigne as the dead man . Crossland takes the Doctor to the Commandant despite his protestations that the Commandant will not believe him . The Doctor orders Jamie to keep an eye on the kiosk while he ' s gone . Blade finds Spencer and orders him to kill the Doctor as punishment for letting him escape . Blade departs to pilot the Zurich flight . Samantha decides to investigate the hangar herself and goads Jamie into accompanying her , despite the fact he was told to stay with the kiosk . The Doctor , with Crossland ' s encouragement , tells the Commandant about the stupefied man in the packing case and suspects it is a worker from the airport . He presents the paralysis pen to the Commandant and introduces the idea that they may be dealing with an alien force . The Commandant is still very sceptical . The Doctor explains his conviction that Gascoigne was murdered by a ray - gun — a weapon unknown on Earth — and that Chameleon Tours is a front for the mass abduction of young men and women . In order to prove the alien side of the venture , the Doctor demonstrates the pen - like freezing device with " Meadows ' " reluctant help . Meadows runs off as the Doctor fires the device at a china cup Meadows is holding , rendering it frozen solid . Samantha finds an envelope full of signed postcards in the Chameleon office and goes to the Commandant ' s office to show the Doctor . The Doctor is busying himself with the flight record of Chameleon Tours when Sam bursts in . She shows that the envelope is addressed to a Chameleon Tours office in Germany and explains the ramifications . Convinced by this strange turn of affairs , the Commandant gives the Doctor the freedom of the airport for twelve hours . The duplicate Meadows reports back to Spencer , who chastises him from running out of the observation tower before gaining further information and then orders him to attach a button - like device to the Doctor which will " put paid to him once and for all " . Meadows returns to air traffic control . Captain Blade ' s flight is returning , and the Doctor questions another controller about the range of their radar . He discovers that once the planes get 130 miles out they have no further record of them . The Commandant questions whether the Doctor is using his freedom of the airport wisely by staying in the observation tower . The duplicated Meadows bumps into the Doctor as he leaves , planting the device . Crossland presents himself to the Chameleon Tours kiosk and wants to see Blade . Spencer checks that this is OK , and Crossland is given permission to meet Blade aboard his next flight . When the Doctor searches the Chameleon office , the grilles are hidden , but he suspects there is a secret chamber . He and Jamie tear apart the room . Crossland confronts Blade on a busy plane ready to take off . Crossland ' s questioning gets too close to home for Blade , and he is asked to stay in the bulk of the plane while Blade cancels the flight . The plane starts to take off , and Crossland forces his way onto the flight deck . This is not a standard flight deck — no throttle controls or the usual displays . Blade and Ann Davidson clamp him in a chair , and the flight takes off . The Doctor and Jamie find the opening mechanism and discover the high - tech contents of the room , including the cabinet with an air - conditioning unit " for someone who ' s not used to the Earth ' s atmosphere " . They see on a monitor the inside of the Medical Centre and go in search of it ; Spencer watches this from the kiosk and activates the device on the Doctor ' s back , causing him to fall in pain , clutching his back . Jamie removes the device from the Doctor ' s back and throws it on the floor . He then stomps on it with his shoe , completely destroying it Ann passes out refreshments to the passengers on the plane and returns to the flight deck where she locks the door . Blade then activates a device . Blade tells Crossland he wanted to know the secret of Chameleon Tours . Blade then tells Crossland to see for himself . As Crossland watches on a monitor , the passengers disappear . He looks in horror as the scanner shows the empty seats where the passengers were . . . Episode 4 . With the Doctor out of action , Spencer emerges and threatens Jamie with his ray - gun . Samantha knocks away the gun , and a fight ensues . However , Spencer has another freezing device , and they are soon frozen . Laid out on the floor , they are powerless to evade a slowly arcing laser beam . Blade reports that he has an " original " for the Director . He will deliver him and return to Gatwick . On the floor of Chameleon Tours ' hangar the trio are still paralysed but awake . They notice the beam getting nearer and watch as it passes some debris , igniting it as it passes . Nurse Pinto transfers I & C officer Jenkins into a Chameleon body . With enormous effort , Samantha pulls a mirror from her handbag and hands it to Jamie . He reflects the laser light back onto itself , destroying the machine . The three recover , and Samantha is dispatched to spy on the Chameleon kiosk . The Doctor and Jamie go to the medical centre . Nurse Pinto is checking Jenkins when Jamie and the Doctor enter . Jamie feigns sickness as the Doctor helps him into the centre . The Doctor tries to bluff Nurse Pinto , who will not allow them into the x - ray room . Spencer and " Jenkins " see via the kiosk monitor that their enemy has escaped death . Jenkins vows to deal with them , but Spencer prefers to leave them to come to them . The Doctor returns to the Control Tower looking for Crossland . The Commandant says he has not been seen for some time . The Doctor worries as to his whereabouts , but his concerns are shrugged off by the Commandant . Jean reveals she has placed calls to Chameleon Tours destinations and reports that all the airports she ' s contacted say the same thing : Chameleon picks up passengers , but none have arrived at any airport . The Commandant thinks they ' ve been taken to a private airfield , but the Doctor is thinking out of the box and off the Earth . Whilst the Commandant rings the RAF to have the next Chameleon flight trailed , the Doctor states he suspects the Medical Centre to be involved in some way . He asks Jean to call Nurse Pinto away from the Medical Centre so he can have a proper look around . Jamie joins Samantha at the kiosk and discovers she has bought a ticket on a Chameleon flight to Rome to discover what is going on . He tries to talk Sam out of going by offering to take her place , but she refuses . Jamie kisses Samantha suddenly , removing the ticket from her pocket while doing so . Back in the Control Tower Jean feigns sickness , and Pinto , to her chagrin , is ordered by the Commandant to come to Air Traffic Control to help her . The Doctor goes into the Medical Centre after she leaves and investigates the x - ray room . He flicks one of the electrical switches which reveals the real Nurse Pinto behind a screen , complete with white armband , but he does not see this . As he picks the lock of a cupboard to reveal some armbands , which he steals , Jenkins peeks through the outer door and aims a ray - gun at him . A passenger enters the Medical Centre , forcing Jenkins to quickly hide the gun . The Doctor leaves , carrying two armbands , one black , one white . As Nurse Pinto watches over her , Jean makes a miraculous recovery when the Doctor returns . He shows Jean and the Commandant the armbands . He hopes to ask the fake Meadows about the armbands , but he is off duty . As Ann passes out postcards for the Rome passengers , Samantha desperately looks for her ticket , only to hear from Ann that " S . Briggs " has already checked in . Spencer , watching all this on his monitor , intercedes and has Samantha sent behind the kiosk to see him ; he pulls a ray - gun on her . The plane leaves , trailed by an RAF fighter . Ann hands out refreshments to the passengers , but Jamie feels very ill and runs to the lavatories at the back of the plane . Blade discovers they ' re being followed . He gets the fighter ' s coordinates and fires a laser beam directly into the cockpit . Air traffic control sees the fighter go off course . The Commandant is horrified when it disappears from the screen . Suddenly they notice the Chameleon flight appears to be standing still ; the Commandant believes it must be crashing too . In fact , the plane slowly transforms into something resembling a rocket ship . As Ann collects tiny objects from each seat into a tray , she is called back to the flight deck , causing her to not notice that Jamie ' s seat has nothing to collect . The Commandant tells the Doctor that when a radar signal appears stationary , it is going straight down ; the Doctor suggests it might be going straight up . The Commandant rejects this saying that this would mean the plane would be in space by now . In outer space , the transformed plane docks with a vast , orbiting satellite . Episode 5 . Ann Davidson and Blade disembark . Questioning the wisdom of destroying the fighter , Ann is corrected by Blade , who reminds her of their Director ' s teachings : the intelligence of humans is comparable only to animals from their planet . Jamie emerges from hiding in the galley but must wait until two faceless Chameleons arrive to remove luggage . Jamie watches Ann deliver the tray to a stockroom , then hides there himself . In a file drawer , he discovers miniaturised humans . Ann , ray - gun in hand , finds him , and Jamie is seized by two faceless Chameleons . Jean Rock reports there ' s been no sign of remains of the Chameleon flight . The RAF reports finding wreckage of their plane ; the pilot was electrocuted . The Commandant wants to believe the Doctor but needs proof ; providentially , Meadows returns to duty . The Doctor confronts him with the armbands , saying that he believes staff have been systematically replaced . He asks him to roll up his sleeve , to which the Commandant agrees . Meadows attempts to escape , but is foiled when Jean rolls a chair in his way . He crashes to the floor , and they forcibly reveal the black armband around his left arm . Meadows relents after being threatened through tampering with his armband . He explains the satellite in space . He says a catastrophe on their planet has robbed them of their identities . The armbands are part of a process to assume the identities of others . They have collected fifty thousand young people on this trip . He denies knowing who has been replaced and begs them not to search for the originals , which are hidden somewhere at the airport . He explains that Nurse Pinto is in charge of the transfer process in the Medical Centre . She is the only one who knows where her original is . The Doctor forces Meadows to go with him to the Medical Centre under police guard . Meadows says they ' ll never see those fifty thousand people again . Nurse Pinto has Samantha bound and gagged in the x - ray room . Spencer tells her over a monitor that Samantha is to be an original . The Doctor and his party arrive outside , and the Doctor confiscates Pinto ' s freezing pen . He discovers Samantha and releases her . Meadows shows him where the real Pinto is . Outside , Pinto produces a ray gun and kills a policeman . Entering the x - ray room , she is about to kill Meadows when he grabs the real Pinto ' s armband and she dissolves into an amoebic mass . The real Pinto begins to revive . The Doctor notices some personnel files , but Samantha interrupts to tell about Jamie stealing her ticket . Jamie is tied up in the satellite ' s stockroom when Crossland enters to release him . Crossland explains that the only reason why Jamie did not become miniaturised was through his refusal of food . He calmly asks him about the Doctor and the situation on Earth . Jamie grows suspicious and Crossland tells him the Doctor is facing a superior mind , the Director . Crossland reveals he " is " the Director , having taken on his form . He explains there is to be only one more plane to Earth and that is to pick up the originals before the satellite takes off . The plane leaves the satellite and begins its return journey to Gatwick . The Doctor shows the Commandant the twenty - five personnel files from the medical centre ; all of them have been taken over by Chameleons . When the Doctor hears that Chameleon Tours ' last flight of the season is leaving in one hour , he begs that the twenty - five people not be arrested , as the Commandant has planned . Instead the Doctor wants to pretend he is a Chameleon ( by saying he was previously Meadows ) and get on that last flight with the real Nurse Pinto ' s help . The Commandant will try to find where the originals are hidden , to be used to bargain with the Chameleons while they are gone . The Doctor convinces Nurse Pinto just in time as Captain Blade enters the Medical Centre . Blade is suspicious but seems to accept the story ; however , the Doctor cannot get him to say where the originals are hidden . Blade informs them that the plane leaves in fifteen minutes . Jean reports to the Commandant that Nurse Pinto and the Doctor were on the plane . Air Traffic Control observes the plane ' s disappearance as the Commandant coordinates search efforts with Airport Police Chief Reynolds . Samantha and Jean have searched the kiosk and Medical Centre for clues and report to the Commandant together ; they have had no luck . The plane docks at the satellite . Blade instructs the passengers to report to the Accommodation Centre for reallocation of quarters ; owing to the success of their plan , living space is at a minimum . The Director is fitting and testing the armband for a Chameleon Jamie when Blade reports they have two impostors aboard . Blade wants them destroyed , but the Director questions " Jamie " about the Doctor , who explains ( with no Scots accent ) the truth about him . The Director decides he wants the Doctor alive , much to the distaste of Blade . Blade finds the Doctor and Nurse Pinto . As they are surrounded by faceless Chameleons , he explains they won ' t need to worry about their living space anymore . Episode 6 . Blade , Spencer and the Faceless Ones surround the Doctor and Nurse Pinto . Blade says they want the Doctor ' s brain . The Commandant and Reynolds interrogate Meadows , but he is no help to them and is removed . The Commandant has the airport closed and orders the staff to begin searching the airport en masse . In the Director ' s office , the Doctor meets the duplicate Jamie . The Director will personally decide which Chameleon gets the Doctor ' s identity . The Doctor needles the Director how he ' s perfectly safe since his original is on board , but what about the others ? This arouses the curiosity of Blade and Meadows . On Earth , Meadows escapes from his guards . With the Director away , Blade prepares to process the Doctor , but the Doctor continues his point : you ' d better hurry up before you cease to exist . He threatens the Chameleons , claiming the originals have been found . Blade will be the first to have his armband removed . Blade calls the Doctor ' s bluff , contacting Gatwick to see if this is true . The Commandant smartly plays along but worries how much time they have . Samantha and Jean make a breakthrough : they discover a list of twenty - five car registration numbers in the office behind the Chameleon kiosk . As the Commandant continues to stall , he receives a call from the ladies . The Chameleons ask where they found the originals ; the Commandant tries to say that the police have not informed him yet . The Chameleons cut off contact and ignore further calls . On the satellite , the Director returns ; Blade realises the Doctor was bluffing . The Chameleons prepare for the Doctor ' s transformation , but the Doctor manages to sabotage the processing machine . It explodes . A new one is sent for . Blade informs the Doctor he is only stalling for time . The Doctor is strapped to the new machine . Jean and Samantha are searching the car park when Meadows emerges from hiding and attacks Samantha . She and Jean subdue him as police arrive . Jean spots Jenkins ' prone body inside a car . The Doctor is just about to be transferred when Gatwick tries to make contact again . Blade orders them to ignore it . With the satellite ignoring their calls , the Commandant orders Jenkins ' armband removed . The duplicate Jenkins , manning the processing machine , disintegrates . The Doctor delightedly points out that soon they ' ll all have disintegrated — except for the Director . Blade levels his gun at the Director and orders contact with Gatwick re - established . The Director orders " Jamie " to destroy the transmitter , but Spencer has him covered and contact is made . The Commandant explains where the originals were found and demands to speak to the Doctor , or Blade will be eliminated . The Doctor has Nurse Pinto released before he relents . He comes to the microphone and informs the Commandant that he is to begin negotiations . The Doctor offers a guarantee of continued existence ( in their " faceless state " ) so long as all humans are released . The Director says the humans cannot be returned to normal , as the only equipment to reverse the process is on their home planet . However , Blade says this is not the case , explaining that the planes are the miniaturisation chambers and the process works both ways . Spencer and Blade accept , but the Director tries to escape , calling Blade a fool . Blade shoots him down . Spencer takes the Doctor to find Ben , Polly , the real Jamie and DI Crossland . Blade asks the Doctor about the future of his people , and the Doctor tells him he has a few ideas which may improve it . The first plane load of people , including the Doctor , Nurse Pinto and Jamie , returns to Gatwick . The Doctor returns to the Commandant , who is busy fending off disgruntled passengers . The Doctor asks for the return of his TARDIS . The Commandant agrees . Goodbyes are said to the Commandant and Jean , and Jamie has an awkward goodbye with Samantha which ends with a kiss . The four friends are reunited , but Ben and Polly decide to stay on Earth in London once they discover that it is the very day they left in the TARDIS : 20 July 1966 . The Doctor is a little envious , as he never got back to his world . The Doctor shakes Ben ' s hand and Polly hugs Jamie as the Doctor tells them to look after each other . Ben and Polly look behind them at the Doctor one last time , grateful for their adventures , and walk away . Jamie is saddened to see Ben and Polly depart . The Doctor then reveals to Jamie that they have a pressing problem : the TARDIS " was " outside the hangar , but now it has gone . They set off to look for it . Released : Released : Home video and audio releases . VHS releases . Notes : The US release was also located in " The End of the Universe Collection " .