The TARDIS materializes on the planet Necros, where the Doctor intends to pay his last respects to his friend Professor Arthur Stengos. Peri tosses her inedible nut roll into a river, provoking a commotion as something attempts to eat it; she and the Doctor then head off to the funeral home, unaware that something has risen from the river and is following them.

The late wife of the President is at the funeral home Tranquil Repose, undergoing cosmetic touching-up by the Chief Embalmer, Jobel, as his assistants Takis, Lilt, and the somewhat drippy Tasambeker watch. Tasambeker obviously has a crush on Jobel and Jobel is just as obviously disgusted by her constant attentions. The President's spaceship is on its final approach to Necros, and Jobel is determined that today should go down in funeral history. As the attendants depart to dress in funereal clothing and makeup, Takis and Lilt prepare the final floral arrangements, and fail to notice when two armed bodysnatchers, Natasha and Grigory, slip past them into the catacombs of Tranquil Repose.

The Doctor and Peri study the prevalent purple flowers of Necros, a "weed plant" which could be a decent source of protein if properly cultivated. The creature which followed them from the river then bursts from behind a tree, revealing itself to be a human whose flesh is peeling away from his body. The Doctor tries to hypnotise and calm the mutant, but this only enrages him and he attacks the Doctor. Trying to help, Peri beats the mutant repeatedly with a thick branch, seriously injuring him.

The DJ at Tranquil Repose notices the Doctor and Peri on his surveillance equipment, and his wittering is broadcast to the deepest levels of the building... where the disembodied head of Davros is watching from a life-support tank. The Doctor's curiosity has led him into Davros' trap...

Natasha and Grigory find a guard blocking their way into the catacombs, and despite Grigory's reluctance to resort to violence, Natasha forces him to help her surprise and kill the guard. Davros' Daleks detect this disturbance, and Davros orders them to inform Takis. Takis, however, is busy with the funeral arrangements and doesn't respond, and Davros has the Daleks inform Tasambeker instead. Tasambeker revels in her opportunity to humiliate Takis and Lilt for letting the bodysnatchers waltz right past them, and Davros, intrigued, orders the Daleks to bring Tasambeker to him.

As the mutant dies of his wounds, he forgives Peri, admitting that he's grateful his existence is finally ending. He tells the Doctor that he's a victim of the "Great Healer"'s experiments, but dies before he can explain further. The Doctor and Peri continue on to Tranquil Repose, and slip into the grounds by clambering over the wall.

The DJ spots Natasha and Grigory on his surveillance report and broadcasts the news to his listeners, the thousands of bodies in suspended animation. He reads a dedication to "George" in casket 816, a message of love from his wife, who's spending her every waking hour administering the research fund George set up to find a cure for Beck's Syndrome, the disease which struck him down. In fact, they discovered a cure for Beck's Syndrome 40 years ago, and the DJ wonders what George's wife is really doing with the money.

Takis and Lilt encounter a Dalek on guard duty in the catacombs, and Takis realizes that it's not simply guarding bodies in suspended animation; something else is going on down here. Meanwhile, Natasha and Grigory find the casket containing the body of Arthur Stengos, Natasha's father; at last Natasha will learn why the government has made it impossible for her to reclaim her father's body from Tranquil Repose. She keeps an eye out for guards while Grigory sets about the difficult task of reconstituting Stengos' body without melting it into a puddle of high-protein water.

Davros contacts the businesswoman Kara and her secretary Vogel, demanding more money for his research; he already takes most of the profits from Kara's factories, but after all, he created the product she manufactures. Kara and Vogel have no choice but to agree to engage in more creative accounting on the Great Healer's behalf... but in fact, they have other plans. Meanwhile, Davros watches as Tasambeker brings the body of the murdered guard to Jobel's embalming room and asks permission to touch up the damaged body herself while Jobel is occupied dealing with the seething body of the President's wife. Jobel reluctantly grants permission and tells her that the Great Healer has sent for her. Davros looks forward to taking revenge on Jobel, who once rejected Davros' offer of immortality.

Grigory opens the casket and finds a body inside, but when he unzips the cryogenics container he is surprised to find the "body" is a dummy. Takis and Lilt arrive with a guard patrol, and Natasha and Grigory flee, giving them the slip and hiding in the lowest levels of the catacombs. There, they hide from a patrol of Daleks which is escorting a body through the catacombs, and find that they've hidden in an alcove which opens up onto a secret laboratory. Unaware that Davros has spotted them entering on his surveillance monitors, Grigory and Natasha explore the laboratory and find an array of vats in which human brains are slowly mutating. Further on, they find a glass Dalek containing a grotesquely mutated human head... and when the head calls Natasha by name she recognizes it as her father. Stengos warns her that they are all to be transformed into Daleks and begs Natasha to kill him. His conditioning begins to take effect, and he chants Dalek slogans until Natasha can't stand it any longer and opens fire, disintegrating the glass Dalek and killing him. She flees, and Grigory follows her straight into the hands of Takis and the guards.

Kara and Vogel have arranged a meeting with Orcini, a notorious and formerly honourable assassin. Despite his great reputation as a killer he takes little joy in his work and donates his fees to charity to assuage his conscience. But this job may be different. Kara's factories produce a high-protein concentrate which has eliminated famine in this part of the galaxy, but the so-called "Great Healer" is bleeding away all of their profits and using them to manufacture Daleks in the heart of Tranquil Repose. When Orcini and his squire Bostock realize that they're being hired to kill Davros, they leap upon the opportunity -- at last, a return to the glory days, a chance for a true crusade against evil.

Davros is furious when the DJ announces the strange disappearance of Arthur Stengos' body -- suddenly everybody seems to know too much. Davros relaxes by watching the Doctor and Peri as they approach the main building complex, discussing their earlier encounter. The Doctor had already suspected something odd was going on, which was why he materialized some distance away; Stengos was never the kind of person who would voluntarily enter suspended animation in the vain hope that someday someone would find a cure for the natural organic breakdown of his body. Something else is going on here...

Kara and Vogel give Orcini and Bostock a compact communicator with a booster to ensure the signal gets out from underground. Davros has followers who must also be eliminated; once Orcini succeeds in his mission he must transmit the coded signal, and Kara will launch an attack on Davros' followers. No signal, no rebellion. There are also safeguards to destroy the message should the communicator be tampered with. Bostock becomes suspicious, claiming there are too many safeguards, but Kara assures him and Orcini that she's just protecting herself; she never would have hired Orcini if she'd expected him to fail. Orcini accepts this but warns her that if she attempts to betray him he will turn his skills against her...

Inside Tranquil Repose, Jobel prepares the attendants for the President's wife's funeral. Meanwhile, Tasambeker is brought to Davros, who claims that he's been watching her progress and is pleased with her attitude. He intends to speak to Jobel and have Tasambeker transferred to his personal staff, and invites her to remain with him for a while and see what goes on in the heart of Tranquil Repose.

Natasha and Grigory are chained up in the dungeons and interrogated, and Takis eventually admits what Grigory has already guessed; it's impossible to reclaim a body from Tranquil Repose because the idea just doesn't work. The galaxy can barely support those who are alive now, and nobody wants people who should be dead coming back to life and consuming the scarce resources. Furthermore, the people in stasis in Tranquil Repose are all rich and important citizens... and if awakened they'd be in competition with those who now hold their positions, those who make the laws which make it impossible to reclaim a body from Tranquil Repose. Grigory and Natasha are to be tried and killed for bodysnatching; a suitable body will be manufactured and presented as evidence. But first Takis needs to know the names of Grigory and Natasha's associates who helped them break into Tranquil Repose and supplied them with maps and weapons. Takis goes "for a walk", leaving Lilt to soften them up for interrogation.

Jobel arrives and restrains Peri, telling her it's too late to save her friend. She's appalled when he tries to take advantage of her grief to make a pass at her. The Doctor then pushes his way out from under the statue, which isn't real marble at all, and heads into Tranquil Repose with Peri to find out who's responsible for this. All is going as Davros had planned, and he sends Tasambeker to attend to the Doctor. She meets the Doctor and Peri as they enter the reception area, and the Doctor announces that he's come to see about a funeral -- his own.

As Lilt tortures Grigory and Natasha, Takis determines that President Vargos' ship will arrive at Necros in 57 minutes. There's also a second transponder code, from an unscheduled freighter, approaching Necros...which seems to please Takis for some reason. Kara and Vogel detect the President's ship, and Vogel suggests shooting it down, but Kara prefers to wait until Orcini has done his work; once he taps out the signal code on his communicator, he'll blow everything and everyone surrounding him to pieces, and thus Kara will not only rid herself of Davros but will control the food supply for the whole galaxy.

Tasambeker shows the Doctor and Peri promotional materials concerning the facilities of Tranquil Repose. The cryogenically stabilised bodies have their resting consciousnesses updated on sociological and technological advances, and for a small extra cost they may purchase the personalised communications service. She shows them a promotional video featuring the DJ; Peri is delighted by his patter, the Doctor less so. He clarifies his earlier comment, explaining that he wants to know who arranged to have his statue placed in the Garden of Fond Memories, but Tasambeker insists that this is impossible without the permission of the Great Healer...

Orcini and Bostock have been dropped off outside Davros' domains and are walking the rest of the way. Despite Bostock's reservations, Orcini intends to use his traditional gun to assassinate Davros. This must be a mission of honour; he may have been excommunicated but he is still a Knight of the Grand Order of Oberon. Bostock senses something moving behind him and Orcini reacts immediately, opening fire and destroying an approaching Dalek. Davros detects this and realizes that the rumours he's heard are correct; Kara has sent an assassin to kill him. He contacts Kara and suggests that whoever's coming to kill him may kill her as well; therefore, he is sending a squadron of Daleks for her "protection". Vogel is worried but Kara is certain Davros will never live to learn whether he was right.

The Doctor prepares to meet the "Great Healer", while Peri asks permission to meet the DJ. Jobel offers to lead her to him, dampening her enthusiasm, but the Doctor quietly advises her to go with Jobel; she's probably safer with him than with the Great Healer. Jobel leads Peri off, and the Doctor accompanies Tasambeker into the instatement chambers...where he is confronted by two Daleks, knocked unconscious by Takis and Lilt, and dragged to the dungeons to be chained up with Natasha and Grigory. Peri, meanwhile, manages to slip away from Jobel as he presses his attentions on her, and meets the DJ, who in person turns out to be a shy man with an English accent. He becomes enthusiastic when she reveals she's from the States, and explains that he based his public persona and patter on the recordings his grandfather brought back from a visit to Earth.

Davros is pleased with Tasambeker's progress and coerces her into admitting that she still has feelings for Jobel. Davros informs her that Jobel once turned down Davros' offer of immortality; if anyone had humiliated Davros the way Jobel constantly humiliates Tasambeker, Davros would have killed them long ago. He orders Tasambeker to watch Jobel's activities on the security cameras, and they see Jobel speaking quietly with Takis and Lilt about the possibility of "doing something" about the Great Healer's stranglehold on Tranquil Repose. His treason is unforgivable and must be punished -- and if Tasambeker demonstrates her total loyalty to Davros by killing Jobel, he will give her the gift of immortality and allow her to become a Dalek. She has no choice but to accept...

As Kara and Vogel prepare to celebrate the imminent death of Davros, a Dalek patrol arrives, far sooner than expected, to take them to answer for their crime. Vogel refuses to go, and the Daleks blast him down without a second thought and close in on Kara.

The Doctor picks the locks on his manacles as he considers Natasha and Grigory's story; it seems Davros is now capable of genetically engineering other species into Daleks, and he could build an army from the population of Tranquil Repose. Bostock and Orcini enter the catacombs, but Orcini is beginning to feel Kara hasn't told him the whole truth, and when he happens across the dungeons he decides to release the prisoners within as a diversion. The Doctor tries to surprise them and escape, but Orcini easily overpowers him and the Doctor realizes too late that he's just attacked a Knight of the Grand Order of Oberon. Orcini advises them not to follow him if they value their lives.

Tasambeker tries to speak privately with Jobel and warn him about the danger he's in. She becomes increasingly frustrated as he arrogantly refuses to listen to her or believe that he could possibly be in danger; she's putting her own life on the line to warn him and give him the chance to escape from Tranquil Repose with her, but he coldly asks why he would ever want to run away with a fawning little creep like her. She snaps, plunges a syringe into his chest and empties the embalming fluid into his heart. Jobel collapses and dies, honestly surprised, and Tasambeker flees sobbing into the catacombs, only to be exterminated by a Dalek patrol.

Peri sees the Doctor running with Natasha and Grigory on the DJ's surveillance monitors, and the DJ lets her use his communications equipment to speak with him. The Doctor warns her that she's in great danger and tells her to return to the TARDIS and warn the President that Tranquil Repose has been infiltrated by Daleks. The DJ stops Peri from leaving, warning her that the broadcast will have been monitored; indeed, Davros has already sent his Daleks to capture her and kill the DJ.

The Doctor leaves Natasha and Grigory to destroy the incubation room, despite Grigory's reservations that the catacombs will soon be crawling with Daleks. The power pack in Natasha's pistol has been exhausted, and Grigory tries to ramp up the power in the incubators. But their entry has been noted by Davros' surveillance systems. By the time Natasha and Grigory finish a guard Dalek has been fully activated from one of the specimens and the door has been sealed. The guard Dalek shoots them dead as the incubators explode.

Orcini and Bostock arrive at Davros' lair and destroy Davros' life support system, causing his head to shrivel up. Orcini realizes too late that the kill was too easy; the real Davros emerges from a hidden alcove, and his guards and Daleks open fire on Orcini and Bostock. Bostock is wounded in the arm and loses consciousness, and Orcini's artificial leg is blasted away. The tank was always intended as a decoy for assassins. Kara arrives and is interrogated, but protests her innocence and claims not to know Orcini. Davros hands Orcini the "signal box" and tells him to tap out the code Kara gave him, and just as he's about to press the final button Kara snaps and admits that the box is a bomb. Orcini fulfils his earlier promise and stabs Kara through the heart.

Peri manages to contact the President's ship and warn it away from Necros, and the DJ prepares to use a highly directional sonic transmitter as a weapon against the approaching Daleks. He broadcasts the battle into the catacombs, where the Doctor hears it and tries to rush to the rescue... but he only hears the DJ being gunned down and Peri's horrified protest being cut off in mid-sentence. He is then captured by two Daleks and brought to Davros. Meanwhile, Takis and Lilt watch as the unscheduled freighter arrives on Necros' landing pad...just as they'd hoped.

The Doctor arrives in Davros' lair, where Davros informs him that Peri is safe for the moment. After his last encounter with the Doctor he fled in an escape pod and found himself here, where he sent out news of Stengos' death and erected the statue in the Garden of Fond Memories in order to lure the Doctor into his trap. Now that he has exterminated Grigory and Natasha, he anticipates no further inquiries into his real activities in Tranquil Repose. Davros has successfully cured many diseases, but what people don't know is that he has also been genetically transforming the bodies in Tranquil Repose into a new Dalek army. He's only selected those of status and ambition, with the vision to accept this opportunity he's given them. Those less suitable have been used for their concentrated protein and sold through Kara's factories as food; the starving people of the galaxy were too grateful for the food to question its sources.

The Doctor manages to distract Davros while Orcini recovers the bomb and hides it where he can get to it quickly. Peri is brought to Davros' lair in time to watch as Davros activates his army; the room Natasha and Grigory attempted to destroy was only used for experimentation. Bostock recovers and shoots off Davros' hand just as Davros is about to activate the sleeping army, but is then shot and killed by a Dalek. The Doctor manages to kick Bostock's gun over to Orcini in the resulting confusion.

Takis and Lilt meet the new arrivals from the "freighter" -- grey Daleks from Skaro, who demand to be taken to Davros immediately. Takis made a deal with them, but he now begins to suspect that it was a mistake. He leads the grey Daleks to the catacombs, where a battle breaks out between them, Davros' white Daleks and the Tranquil Repose guards. Orcini shoots Davros' guard before he can activate the Dalek army, and then the grey Daleks enter and take Davros prisoner, intending to take him back to Skaro to answer for his crimes. Takis and Lilt believe that Tranquil Repose can now return to normal, but the Doctor knows better -- and as he'd suspected, the grey Daleks intend to recondition Davros' army to obey the will of the Supreme Dalek. Davros tries to inform the grey Daleks of the Doctor's identity, but they don't recognise him due to his regeneration and simply take him prisoner until his identity can be confirmed. Davros is taken back to the Daleks' ship, spitting threats, vowing revenge, and offering greatness for the Dalek race all the way.

The Doctor, Peri and Takis join forces to destroy their Dalek guard. The Doctor convinces Takis and Lilt that they will never restore Tranquil Repose's reputation, and suggests that they instead learn to cultivate the weed plant in order to fill the demand for synthetic protein which Davros has created. Orcini announces that he intends to use his bomb to destroy Davros' Dalek army, and gives the others a chance to get away; the bomb has no timing device, and he's always wanted an honourable death. He gives one of his medals to the Doctor, telling him to take it back to the Order of Oberon and tell them how he and Bostock died.