(Yes, this post is being split in two due to time constraints on my behalf.  Part two posts Saturday.)

I saw this once before, last year, and remember it being pretty good.

Episode 1:

 A long spacecraft moves through space.

 A space observatory/outpost scans it, at first thinking they’ve discovered a new comet, until it changes course! They call in to their superiors, and we shift to a closer look at the craft, which seems more organic than constructed in appearance. We see flashes of horrible creatures, presumably whatever are on board the ship, tentacled, grotesque beings.

 The scene shifts to that of an officious looking chap with a folder that reads (really largely, for some reason) TOP SECRET (except it’s in lowercase.) The Brig stands nearby as the man sifts through the file, throwing it down, exclaiming, “Nothing! Nothing at all!” The Brig has a highly amused grin on his face the entire time as the man goes into a rant about protocols and the like.

 It seems the uproar is about The Doctor not having any sort of official file. The Brig reminds Mr. Chinn (the Ministry man) that UNIT is not part of the Ministry. The Doctor comes in, accidentally bumping the Ministry man with the door. This doesn’t go over well.

 Jo is talking to a man, Bill, from Washington, about dealing with The Master. They arrive where The Doctor, Brig and Chinn are. The Doctor tells Bill that The Master has left Earth, there’s no point discussing him. Bill brings in a classified report but chases Chinn out. Before any more can happen, Yates arrives to inform them of the approaching UFO.

 As preparations are made, mostly involving weapons, for the approaching UFO, The Doctor gives the Brig a hard time. “Shoot first, ask questions afterwards, is that it?”

 The ship is landing in Southeastern England, where suddenly, unseasonal snowstorms have broken out. We see a, pardon my non-PC term, bum picking through the snowbanks.

 Chinn orders a missile strike. The ship suddenly disappears before reaching the ship. Chinn has to be told to send the abort command; he’s apparently a pompous pencil-pusher with too much stroke.

 The bum is riding a bike down the road, and some bright glare makes him lose control and ends up in a pond.

 The ship has landed near a power complex. Chinn is demanding that this be treated as a national emergency. He tells the Brig that he’s assuming command.

 The bum finds the ship; the ‘mouth’ of the ship opens, and a tentacle reaches out, striking the bum in the chest, enveloping him, dragging him inside, where he seems to be subjected to scrutiny.

 The American, Bill, after being dismissed by Chinn, is driving along and finds the ship. As he stands there, he sees a convoy approaching, but one of the tentacles grabs him.

 The Doctor uses the devices at the nearby power station (guess the UNIT team didn’t notice it as they passed by) to determine that the bulk of the ship has gone underground.

 Inside the ship, Bill is subjected to the same scrutiny the bum was; where the bum was deemed insignificant and not a threat, Bill is evaluated as intelligent and dangerous.

 The power station receive a communication from the ship, “Axos calling Earth…request immediate assistance…” over and over. The Doctor says it sounds like a call for help. Chinn demands the Brig destroy it before it’s too late. The Brig seems to ignore the fool.

 They go to the ship’s mouth (the part that is above ground) and it opens. We hear the voice repeating the communication. The Doctor leads a group (himself, The Brig, Chinn, two men from the power station) into the ship.

 Benton arrives to tell Yates he found a body and a car, the latter being “a Yankee job”. They go out to check, and the body is that of the bum, though looks ancient instead of middle-aged now.

 Jo slips out of the trailer she was expected to stay in.

 The group moves about the ship, which is obviously organic. There are organic moving pieces and the like. Even eyeballs. The Doctor flinches under what appears to be a mental attack.

 Jo makes her way to the ship. The mouth opens, though the UNIT soldiers standing about don’t try to stop her or anything. You’d think they’d have orders not to let anyone approach until the Brig and company came out.

 Axos is scanning The Doctor and identifies him as an “extraterrestial”.

 Jo enters the mouth of the ship, which then closes behind her. Nobody stops her, again I call foul.

 The Doctor suddenly seems to be all right. They move on, through the garish (it’s mostly yellow, icky) ship.

 Bill awakes to find himself restrained by crablike arms. He looks around, calling for help, seeing The Master also being held in restraints. Jo hears Bill calling and recognises his voice, and seeks him out.

 Four aliens, all yellow/gold, appear, to talk to The Doctor and his associates. The lead, seemingly male, speaks, explaining their world(s) has been crippled by “extreme solar flare” and that Axos (looking about, he seems to indicate the ship) is all that remains of their culture. Their science has taken an “organic path”; the ship was not built, but grown.

 The ship is out of nutrient, they ask to stay to replentish their sources. They offer, in exchange, as payment, “axonite”, the source of all their grown technology. It can absorb, convert, transmit and program all forms of energy.

 The Doctor asks if this is so, why they were crippled by solar flare. “It was already too late,” is the only answer he receives.

 The Doctor keeps seeing holes in their story – if axonite can do all they claim, why are they out of fuel? This time, his question is completely ignored.

 The Master and Bill talk. When The Master says who he is, Bill’s eyes widen in recognition – Bill was to be part of a special task force to “take care of The Master”.

 Demonstrating the uses of axonite, the lead alien causes a toad to grow in size and then revert to its normal size; he says this would be of use for extending the food supply of Earth.

 Chinn is consumed with the idea of holding that power.

 Jo wanders around, still looking for Bill, and a tentacled monstrosity appears. What does Jo do? Scream, of course… and the credits roll.

 So far, pretty good, as I remembered. I don’t know why they felt the need to bring The Master back after having a big deal of him leaving last serial…

Episode 2:

 The Doctor recognises Jo’s scream and he and the Brig dash off. The lead alien walks off to attend to matters. Chinn starts talking to himself, staring at the axonite which is unattended, muttering about dealing with the UNIT boys.

 The Doctor and the Brig find Jo; she explains why she’s there, what happened. One of the aliens explains that because of the proximity to the ship’s power source, hallucinations are possible, explaining that even Bill’s voice could have been one.

 The Doctor says something similar happened to him in there, but she insists she heard Bill’s voice.

 Bill tries shooting the restraining claws with his gun, to no avail. The Master tells him to shoot a section of the wall, the nerve complex for that sector of Axos. He does and they escape.

 Chinn is back in the station, reporting to the Minister. Chinn is complaining about the UNIT boys, but the Minister doesn’t seem too impressed and reminds Chinn that his head is on the line, not the Minister’s. But he does give him the “Special Powers” he’s requested.

 The Doctor talks to the scientists about working together with the axonite.

 The Master and Bill are captured by the aliens. The Master says something about keeping his half of the bargain.

 Chinn is back on the ship, leveraging for distribution rights for the British government to control. They give him a sample of axonite. After he leaves, the alien bodies are reabsorbed into the ship.

 The Brig pulls his gun on Chinn to get the axonite from him as they depart the ship. When they return to the station, the Brig discovers that the regular Army has arrived to take all the UNIT troops under arrest. The Brig is forced to hand over the axonite and is arrested.

 The Doctor asks Jo about the creature she saw and about hearing Bill; she’s surprised that he believes her now, he says he always did. He asks her about the body they found, she says it disintegrated when they touched it.

 Bill is taken to a “replication chamber” and we see him there, and it seems he steps out of himself.

 Chinn has The Doctor and Jo taken away by the Army, but Sir George, the scientist, says he needs The Doctor’s help.

 The alien talks to The Master, who leverages for his freedom. It seems they have an arrangement already, but The Master neglected to tell them that The Doctor (who is to die as part of the arrangement) is also a Time Lord and they are upset at this being held out from them.

 The Doctor is shown around Sir George’s laboratory; seems he has plans on working in time travel. When The Doctor tells him that he’s achieved time travel, Sir George is borderline mocking him. The Doctor seems to think that, perhaps with the axonite, he might be able to get his TARDIS working again.

 The Bill replicant is sent to bring The Doctor back to the ship.

 The Master arranges to be let go (though Axos keeps his TARDIS) to arrange the worldwide distribution of axonite within 72 hours – seems they need it around the world for them to do whatever it is they are there to do. After he leaves the ship and shoots a UNIT guard, we see the real Bill slip out of Axos.

 The Doctor and Sir George argue some more.

 The Master jumps aboard a military truck and uses his force of will to take over the men on board.

 Axos-Bill approaches The Doctor, telling him to come to Axos. The Doctor resists, and uses Venusian Karate, but since he’s not a real person, it doesn’t work. The real Bill shows up and fires his gun. The Doctor is knocked down and the two Bills struggle. The Doctor recovers as they struggle and attacks the real Bill, but Axos-Bill charges, and they sidestep him, leaving him in the particle accelerator which reduces him into foamy looking stuff.

 The Master uses his pet soldier to get some help getting The Doctor’s TARDIS.

 The Doctor and Bill go to the Brig and Jo, to explain what’s happened. The Army captain has been eavesdropping and comes in and disarms Bill.

 The Master approaches the radio man at the facility and uses his mind to take over, giving him a “top priority message for the United Nations”.

 Without Sir George’s presence, The Doctor puts the axonite in the large accelerator. He records the process, in case it doesn’t work out well, it’s a guide of what not to do.

 As the particles are accelerated, the ship reacts with emergency klaxons. The “nutrition cycle has been prematurely activated”.

 Bill, Jo and the Brig escape the room they’re locked up in. Jo and Bill find The Doctor in the lab, where he explains the axonite is absorbing all of the reactor’s output and using it to grow. Sir George shows up, calling The Doctor a “stupid quack”. Sir George touches the accelerator and he is killed.

 The Doctor suddenly realises that the ship, axonite, all of it is one living organism. Suddenly, what used to be Sir George, now a flappy, organic mass, starts shuffling after them. Two of the tentacled creatures enter the lab and begin chasing our heroes… and the credits roll.