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From TARDIS Index File, the free Doctor Who reference.

"Did you call him... the Doctor?"
―The Doctor
The Ultimate Foe
Series: Doctor Who -
TV Stories
Season Number: Season 23
Story Number: 144d
Doctor: Sixth Doctor (final appearance)
Companions: Mel
Enemy: The Valeyard
The Master
Setting: Time Lord space station
The Matrix
Writer: Robert Holmes (Part 13)
Pip & Jane Baker (Part 14)
Director: Chris Clough
Broadcast: 29th November - 6th December 1986
Format: 1 25-minute episode, 1 30-minute episode
Previous Story: Terror of the Vervoids
Following Story: Time and the Rani

The Ultimate Foe is the title given to episodes 13 and 14, the concluding episodes of The Trial of a Time Lord, the series-long storyline that constituted Season 23. The on-screen title was simply The Trial of a Time Lord. This story marked the final appearance of Colin Baker as the Sixth Doctor, and also marked the final appearances of The Inquisitor and The Valeyard as recurring characters. This was the last of the Master's annual appearances on the show; he wouldn't appear again until Survival in Season 26. This was the final story to which longtime scriptwriter Robert Holmes contributed.



The final episode in the season-long 'Trial of a Time Lord' saga, a surprise appearance of the Master reveals the treachery of the High Council of Time Lords, and that the Valeyard is not what he appears to be.


With the evidence complete, the Doctor learns that the Master has gained illicit access to the Matrix in his TARDIS. Glitz is now revealed to be the Master's associate and the 'secrets' to be information stolen from the Matrix. The Time Lords, to protect the secrets and cover up the theft, had moved the Earth light-years across space and renamed it Ravalox.

The Master exposes the Valeyard as a distillation of the dark side of the Doctor's nature, somewhere between his twelfth and thirteenth incarnations, out to take control of his remaining lives as part of an agreement with the High Council.

With the help of Mel, who along with Glitz has been brought to the space station by the Master, the Doctor enters the Matrix and defeats the Valeyard's plans. The corrupt High Council is reported to be deposed. After the Master's attempt to seize control is foiled, the title of President is offered once again to the Doctor (all charges against him having been dropped), who declines in favor of the Inquisitor.

The Doctor is pleased to learn that Peri is actually alive, living as Yrcanos's warrior Queen. The Doctor and Mel leave in the TARDIS. The Inquisitor orders the Keeper to restore the Matrix, but the Keeper is revealed to be the Valeyard in disguise...





  • Sabalom Glitz and Melanie Bush are brought to the space station by the Master.
  • The Master previously entered the Matrix using a duplicate key, and has been watching the whole trial.
  • The Valeyard and the Master have had contract.
  • The Valeyard was promised the Doctor's remaining incarnations by the High Council. He is an amalgamation of all the Doctor's evil, and is between the Doctor's twelfth and final incarnation.

Time Lords

  • The Doctor says, looking around at the Time Lords "In all my travelling throughout the universe I have battled against evil, against power mad conspirators. I should have stayed here. The oldest civilisation: decadent, degenerate, and rotten to the core. Power mad conspirators, Daleks, Sontarans... Cybermen, they're still in the nursery compared to us. Ten million years of absolute power. That's what it takes to be really corrupt."
  • The Keeper of the Matrix carries the Key of Rassilon.
  • The High Council have been deposed, and insurrectionists are running amok in the Capitol.
  • Sensory overload causes Time Lords to fall into a catatonic state.


  • The Valeyard has (hidden) in the Matrix a Particle Disseminator that disseminates gravitons, quarks and tau mesons (destroys matter, basically). It's a physically real weapon (disguised in apt Victorian style) that will kill all those watching the Matrix in the court room.
  • Glitz wears mark seven postidion life preserver.
  • Some of the space station furniture is made of machonite.
  • The Master has his TARDIS inside the Matrix, diguised as a beach house and a statue of Queen Victoria.

Story Notes

  • This was Colin Baker's last appearance as the Doctor, though he was unaware of it at the time of filming. Baker was fired by the BBC. He was invited to come back for a final four-part story which would have ended in his regeneration, but he declined the offer.
  • Originally, Robert Holmes was to have written both episodes, but he took ill and died before he could do so. Script editor Eric Saward finished the second episode from Holmes' notes, but the original plan to end the story, and the 23rd season, on a cliffhanger leaving the battle between the Doctor and Valeyard unresolved, was rejected by John Nathan-Turner. As chronicled in the "making of" documentary included with the 2008 DVD release of the story, this led to a falling out between Saward and Nathan-Turner and Saward resigned his position as script editor. Nathan-Turner commissioned Pip and Jane Baker on short notice to compose a concluding episode.
  • This story was also known as Time Inc.
  • Part Fourteen is around half an hour long; when editing of it was completed it was discovered that it had considerably overrun, but John Nathan-Turner was able to gain permission for the series' slot to be extended by five minutes for the week of its transmission so that most of the recorded material could be retained.
  • A brief clip of Peri is seen at the story's conclusion, when it is revealed that she has not in fact been killed but has escaped to become the consort of King Yrcanos. According to commentary by Colin Baker on the 2008 DVD release, this conceit was the result of him idly asking a production team member if Peri had "really" died in Mindwarp, coupled with negative audience reaction to the character's apparent death. The same commentary also includes Nicola Bryant's generally unfavourable reaction as she watches the scene for the very first time.
  • At the very end, the Valeyard breaks the fourth wall by looking directly into the camera and laughing.
  • This is the last onscreen appearence of the Time Lords. They would be killed off in Series 1, in the aftermath of the Last Great Time War, leaving the Doctor as the sole survivor. They returned four years later in The End of Time.


Numbers in refer to the individual parts of this story.
  • Part Thirteen (1) - million viewers
  • Part Fourteen (2) - million viewers


to be added

Filming Locations

  • Camber Sands, Camber, East Sussex
  • Gladstone Pottery Museum, Uttoxeter Road, Longton, Stoke-on-Trent
  • Rye Harbour Nature Reserve, Rye, East Sussex
  • BBC Television Centre (TC1), Shepherd's Bush, London

Discontinuity, Plot Holes, Errors

  • Mel leaves with the Doctor at the end of this story, despite being from the Doctor's future. This is extremely odd, since it dramatically increases the probability that this "older" Mel will encounter her younger self at some point, and fall victim to the Blinovitch Limitation Effect. This possibility was neatly sidestepped by the following story, Time and the Rani. Since it immediately depicts the regeneration of the Sixth Doctor, there is presumably a wide gap between it and Foe. The arrival of the Seventh Doctor instantly mooted any televised treatment of the asynchronicity between the Sixth Doctor and Mel. Nevertheless, the issue has been addressed in other media. In the novelisation there is an epilogue in which the Doctor returns Mel to his own future self, who then embarks on the journey that leads to Lakertya. This assumption was followed in the MA: Time of Your Life, where writer Steve Lyons posited that the younger Sixth Doctor immediately took Mel back to his older self. The issue of the Doctor's knowledge of Mel prior to their first meeting is examined in PDA: Business Unusual, while the fact of there being a substantial interval between this story and Time and the Rani has been addressed through the myriad of novels and audio dramas featuring the Sixth Doctor, yet taking place between the trial and his official first meeting with Mel. An alternative assumption is made by The Universal Databank which speculates that the events of the Trial destroyed the future timeline Mel was from.
  • Given that article 7 cannot be ignored, and the Doctor is definately guilty of it, the inquisitor is remakably quick to let the Doctor off. He did just save her life, amongst others.
  • Just why does the Valeyard dress up as Mr Popplewick? As the Doctor said it was a part of the Valeyard's nature
  • How does no-one notice the Valeyard switching places with the Keeper of the Matrix? . You really have to be looking for it to be the Valeyard as it is not incredibly obvious. (Intriguingly, when the Valeyard talks to the Inquisitor immediately before the reveal, it sounds like James Bree rather than Michael Jayston.)
  • No-one attempts to stop Mel entering the Matrix the second time. Actually, the Keeper does by attempting to trip her again but was too early and Mel was expecting it. It can't be seen very well on camera.
  • Why does the Doctor take Glitz into the Matrix with him? Like the Doctor said, two people make the Valeyard's job harder.
  • Why do they land at different times when they went through together? There is a time difference between the real world and the Matrix as stated in DW: The Deadly Assassin when the Doctor has been in the Matrix for well over half an hour at least yet he is only in there for between 4-5 minutes as stated by Engin.
  • How does Glitz and the Master manage to escape the Matrix? The Time Lords release them as the Doctor said.
  • Although Mel never directly heard the Doctor saying that the he opposed the evidence of the Matrix, the parts that she does here would be more than enough to give her that idea - so the doctor's logic doesn't really work.
  • The Valeyard should realise that if the Doctor dies, he will cease to exist. The Valeyard is an amalgamation of the Doctor, not a definitive future.
  • The Doctor says that he cant produce witnesses because they're throughout time and space, but what about Leela? There is no guarantee that Leela is still on Gallifrey, or even still alive, depending on the Time difference.


DVD and Video Releases

DVD release

Video Releases

Released as Doctor Who: The Ultimate Foe


  • UK October 1993 (Released with the other Trial of the Timelord stories in a Tardis-shaped tin with a random picture of one of the (then) seven Doctors on the base)
  • US October 1993 (Same as the UK release except packed in a cardboard box in honor of Doctor Who's 30th anniversary)
  • Australia October 1993

DVD release


Main article: The Ultimate Foe (novelisation)

External Links

  • BBC - Doctor Who - The Classic Series - Episode Guide: The Ultimate Foe
  • Doctor Who Reference Guide - Detailed Synopsis - The Ultimate Foe
  • Doctor Who: A Brief History of Time (Travel) - A Brief History of Time (Travel): The Ultimate Foe
  • The Locations Guide to Doctor Who, Torchwood and The Sarah Jane Adventures: Story Locations - The Ultimate Foe
  • The Tardis Library: Video release information for The Ultimate Foe
Season 23/The Trial of a Time Lord
The Mysterious Planet  • Mindwarp  • Terror of the Vervoids  • The Ultimate Foe
The Master - TV Stories
Terror of the Autons  • The Mind of Evil  • The Claws of Axos  • Colony in Space  • The Dæmons  • The Sea Devils  • The Time Monster  • Frontier in Space  • The Deadly Assassin  • The Keeper of Traken  • Logopolis  • Castrovalva  • Time-Flight  • The King's Demons  • The Five Doctors  • Planet of Fire  • The Mark of the Rani  • The Ultimate Foe  • Survival  • Doctor Who: The TV Movie  •
Utopia/ The Sound of Drums/ Last of the Time LordsThe End of Time

This article uses material from the "The Ultimate Foe" article on the Dr Who wiki at Wikia and is licensed under the Creative Commons Attribution-Share Alike License.

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