The Ultimate Foe


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The Ultimate Foe

Serial Code


First Transmitted

29 November 1986

Final Ratings







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Regular Cast

Colin Baker (The Doctor), Bonnie Langford (Mel)

Guest Cast

Lynda Bellingham (The Inquisitor), Michael Jayston (The Valeyard), Tony Selby (Glitz), Anthony Ainley (The Master), Geoffrey Hughes (Popplewick), James Bree (Keeper of the Matrix).


Written by Robert Holmes/Pip & Jane Baker
Directed by Chris Clough
Produced by John Nathan Turner


While The Doctor asserts that the evidence of the Matrix, the repository of all Time Lord knowledge, has been tampered with, the mysterious and vengeful prosecuting council, The Valeyard, is confident that The Doctor will be sentenced to death.

In a dramatic intervention The Valeyard’s true identity is revealed but he escapes from the Courtroom into the Matrix, and it is into this nightmare world that The Doctor must follow – to his face his ultimate foe..


  • Robert Holmes died before he could complete the story.Eric Saward finished the second episode from Holmes’ notes, but the original plan to end the story, and the 23rd season, on a cliffhanger
  • 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.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.
  • The novelisation differs from the televised adventure. In it The Master says”The Valeyard, Doctor, is your penultimate reincarnation… Somewhere between your twelfth and thirteenth regeneration…and may I say you do not improve with age…” As televised The Master’s line is “The Valeyard is an amalgamation of the darker sides of your nature, somewhere between your twelfth and final incarnation…and may I say you do not improve with age…”.
  • 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.
  • This story was also known as Time Inc
  • Part Fourteen is around half an hour long, when ing 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.
  • 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 for 23 years. 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 – Timothy Dalton guest starred as Rassilon.

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