The Doctor has taken Peri to Bryce's Asteroid, home of the "greatest market" with wonderful merchandise. However, he finds that the market has changed since he last visited. It now sells body parts and other scientific equipment. They talk with a stall owner named Elspeth, who tells them that this is the Lifemarket, which sells anything one needs to create life. The Doctor finds himself in the workshop and sees five dead bodies labelled Military Hardware. Suspicious, he begins to work.