The next chip is on the planet Myarr, being used as a necklace by a lizard alien named Mergrass. Mergrass has been hired to advise the Mantasphids, alien bugs, on military strategy against the humans attacking them, but in reality is little more than a gun-runner. During an attack by the humans, a pilot is captured. He reveals that the Mantasphids invaded the planet for its fertile dung, and that the humans were there first. To rid themselves of the bugs, the humans have decided to bomb the entire hundred-mile area. The Mantasphid Queen turns to Mergrass for help, but is unwilling to pay him for it, and as such he refuses to arm the weapons he provided her with. As Mergrass leaves, the Doctor is forced to defuse the situation by impersonating the supposed pirate-master, Doctor Vile, of the Mantasphid, which proves successful. Quickly telling the pilot to work with the Mantasphid for the benefit of both species, he follows after Mergrass. By this point, Mergrass has also been killed, so again the Doctor and Martha take the left-behind datachip and head for the next planet.