The Doctor and Stark run down to the room where Rivesh and Seruba are, but find that Seruba is cradling Rivesh. She reveals that Azlok has mortally injured him and he is dying. However, Seruba says there was something in the ship that could revive him, but Stark says that anything found in the ship was stored in the Area 51 vault, which hasn't been entered for some time as something got loose in there. The Doctor, Cassie, Jimmy, Seruba and Stark arrive at the vault, and the Doctor asks Jimmy and Cassie to find the TARDIS back at Dry Springs. Inside the vault, the Doctor and Seruba go and look for the device they need. Meanwhile, in the Viperox lair Azlok gets the Viperox Queen to release her newly hatched brood, so that they will destroy the whole town. Back in the vault, the Doctor comes across a swarm of Skorpius Flies, a carnivorous alien species that form a group mind. Seruba tells the Doctor she has found the device that could revive Rivesh, but the Skorpius Flies chase after them until the Doctor finds a crate and hides inside. He helps Seruba escape inside the crate by working out how many steps he took on the way in. At the Area 51 base Stark is informed that they are getting reports of Viperox attacks. He orders a row of tanks to block the Viperox off. The Doctor and Seruba shuffle out of the vault inside the crate so the flies won't notice. Meanwhile, Cassie and Jimmy are driving along with the TARDIS on the back of Jimmy's pickup truck when the Viperox burst out of the ground into their path.