On the planet Kembel, Space Security Service agent Marc Cory is investigating a recent sighting of a Dalek spaceship. His suspicion that the creatures may have established a base proves well-founded. He learns of a plot by the Daleks to invade and destroy the Solar System.

The New Doctor arrives on Earth in the middle of a freak meteor shower. Faceless killer shop window dummies are coming to life and killing anything that comes into their path while Facsimiles are replacing top Military, Political and Civil leaders. The Nestene has come to invade the Earth. The convalescent Doctor teams up with Brigadier Lethbridge-Stewart and Dr. Elizabeth Shaw of UNIT to thwart the Nestine's plans even as the invasion begins.