Realising Ace has gone on the attack, something he expected Jan to stop her from, the Doctor leaps into action. He and Benny go in the TARDIS to the sphere, where the Doctor offers the fungi one last chance to surrender, which the giant fungus refuses to do. They have already used Roisa to infect the Doctor and threaten to convert him unless he does what they want. As they leave, Benny sees her traveler friends, including Jan, now no-more than walking corpses. All across Heaven the bodies of the dead rise out of the ground and attack the military bases and towns. Benny finds Ace in the forest, looking for revenge. Christopher appears, and assures Ace that Jan was not manipulated into his death but went of his own free will; however, Benny is an expert at reading body language, and knows that he is lying. Phaedrus enters Puterspace in a last attempt to make peace with his dead mother, but Ace follows hims and attacks him.