The Black Dalek leads two other Daleks out of the sphere and prepares to exterminate the trio of humans in front of them. However, Rose thinks quickly and stuns the Daleks with her knowledge of the Time War - a battle in which the Daleks were purportedly wiped out. This buys time for her, Mickey and Dr Rajesh Singh. The Black Dalek soon becomes preoccupied with the state of the 'Genesis Arc' - a mysterious large casket-shaped object that emerges from the sphere.

Meanwhile, the Cyberleader issues a broadcast to the world announcing that earthlings all face 'upgrading', with Cybermen now roaming the streets and homes of the terrified humans. Uknown alien technology is detected in the sphere chamber and two Cybermen are sent to investigate.

The Black Dalek demands to know the 'least important' of the trio and Dr Singh, despite Rose's protests, puts his hands up. His brain is then sucked dry of information by Dalek sucker arms and his life is at a gruesome end.

Armed with the information of another alien species' presence, a Dalek is sent outside the chamber to investigate. It confronts the two advancing Cybermen and a war of words ensues, whereby each race tries to assert their superiority. After the Dalek rejects an alliance with the Cybermen, the silver monsters open fire but cause no damage to their enemy. They are promptly exterminated.

After exchanging taunts with the Cyberleader via a video link, the Black Dalek notices the presence of the Doctor in the footage. This puts fear into the Daleks, much to the delight of Rose.

The Cyberleader starts the upgrading process, with both Yvonne and Jackie dragged away. As the world prepares for a full scale war between two alien forces, visitors from another dimension are not too far away. A shattering climax awaits the time-travelling pair in their biggest battle yet...