Inside, Webley's, Main room...

"Artie?" Lucas called out as he and Lexi ran into the room, finding the lights on and Artie missing.

"Artie?" Lexi repeated as she looked around.

Lucas and Lexi shared a look before the two of them hurried down the stairs.

"Glorious, look." Lucas said quickly, pointing when he noticed one of the little metal insects on a table by the couches.

Lexi squinted and bent down to look at it more directly. "Firstly, if anybody is watching this, those children are under me and my husband's protection. And considering he isn't with me at the moment, you've just got me. Well, me and my friend here." She corrected herself, pointing at Lucas with her thumb. "We're coming to get them. And secondly... little metal machine... you are absolutely beautiful." She smirked as she pulled out her sonic, scanning the little metal insect before then picking it up by the tail and twisting it this way and that. "You're not even a Cybermat anymore, eh? Last time I saw one of those it tried to hurt a friend of mine. No... You're definitely not Cybermats. You're... Cybermites."

She gently set the tiny metal insect in the palm of her hand before glancing at Lucas. "Follow me."

Inside, Webley's, Chess room...

Lexi and Lucas entered the room, Lexi holding the Cybermite in her hand.

"Okay, so... missing Cyberman." Lucas noted as he saw the empty chair at the chess table where the Cyberman had once sat. "Must've been the one that took Angie."

"Probably." Lexi muttered as she used her sonic screwdriver on the Cybermite. "Now, going from past experience, there should be a local transmat link open to your home. And if I can find the frequency..."

Lexi held up her sonic just before she and Lucas disappeared in a flash of light.

Inside, Cybermen base...

"Hey." Lexi grinned as she and Lucas appeared in the base. "If life with the Doctor has taught me anything, it's that... well, that really shouldn't have worked."

"Glorious, help us."

"Artie?" Lexi spun around to see the two kids unresponsive, blinking lights flashing on the side of their heads. "Angie?"

"Webley?" Lucas said, making Lexi turn to see Webley with half of his face turned Cyber.

"We needed children, but the children had stopped coming." He said as he walked out from the shadows. "It was your idea to come here, was it not? You brought us children." He grinned madly, saluting by putting his right hand to his chest. "Hail to you, the Glorious, savior of the Cybermen!"

Outside, Castle...

"What would the Empire do if they were alerted?" Clara asked as she, the Doctor, Porridge, the former Captain and the rest of the soldiers approached the castle.

"I told you, tell me to blow up the planet!" The former Captain insisted.

"After they got us off?"

Porridge scoffed. "Captain, you want to take that one?"

"No, ma'am." The former Captain admitted. "Just blow the sucker up."

"Drawbridge, moat." Clara smiled as they all came to a stop at the foot of the drawbridge, everyone gazing up at the castle. "Brilliant."

"With respect, ma'am," The bespectacled soldier, Brains, chimed in. "we ought to be hunting the creature."

Clara turned around to face Brains, raising an eyebrow at him. "The only reason I'm still alive is because I do what the Doctor says." She told him, putting a hand on the Doctor's shoulder, said Time Lord looking on at her proudly. "The only reason he is still even here is because he trusts the Glorious to get done what needs to be done. I trust her." She took a couple steps towards Brains. "Can you guarantee me you'd bring back my children alive and unharmed?" Brains shook his head, making Clara nod. "I trust the Glorious."

"You think she knows what she's doing?" The former Captain asked before looking to the Doctor. "Do either of you know what you're doing?"

"We'll have to get back to you on that." Clara responded before the Doctor could answer, grabbing said Time Lord's arm before tugging him along towards the castle and leaving everyone else to follow.

Inside, Cybermen base...

"As the battle raged between humanity and the Cyberiad," Webley spoke as he and Lexi stood on either side of a small table in the center of the room, Lucas watching them as he stood off to the side by Angie and Artie. "the Cyber-Planners built a Valkyrie to save critically damaged units and bring them here and, one by one, repair them."

"So, the people who vanished from the amusement park..." Lexi trailed off, narrowing her eyes at Webley. "they were spare parts for repairs."

"We've upgraded ourselves. The next model will be undefeatable."

Lexi gave him a mirthless smile. "Nothing is truly undefeatable."

"We needed children to build a new Cyber-Planner. A child's brain with its infinite potential is perfect for our needs. But we no longer need the children. The Cybermites have been scanning you and your husband's minds. They're quite remarkable. However, Glorious, your mind is exceptionally more interesting."

"And completely useless to you." Lexi scoffed, rounding the table to stand directly in front of Webley. "Cybermen use human parts. I'm not human. You can't convert non-humans."

"Oh, but you did used to be human, though, didn't you?" He asked, a smirk on his face. "The whole converting of only humans was once true. However, we've since upgraded ourselves. Current Cyber-Units use almost any living components."

Webley then opened his hands to reveal Cybermites before suddenly throwing them at Lexi, making her stagger backwards as they crawled up her body and attached themselves to her face.

"Glorious!" Lucas shouted, taking a step forward.

"Stay back, Lucas!" She cried out in pain while she bent over backwards against the table as she was 'upgraded'. She suddenly stood up with a gasp when the process was done, metal now webbed and blinking across the left side of her face.

"Incorporated. Yes." The new Cyber!Lexi grinned manically, her voice more seductively smooth. "Ah, unfamiliar pulmonary set-up. Nervous system hyper-conductive. Remarkable brain processing speed. Ooh, amazing!"

"Glorious, what's happening?" Lucas asked, breathing nervously.

Cyber!Lexi grinned, turning her head to look at him. "I'm sorry, the Glorious is unavailable at the moment."

Suddenly, Lexi's body jerked back.

"Get out of my head!" Lexi screamed.

Inside, Lexi's mind...

Lexi suddenly spun around to find herself standing in a semi-dark place. Her mind seemed to be a neutral space with her side being a warm orangey color and her Cyber self's side being a cold blue.

Lexi narrowed her eyes at her Cyber self and strode to the middle of the space.

"Stop rummaging in my mind!" Lexi ordered.

"Just you try and stop me." The Cyber-Planner chuckled, walking over to join her in the middle. "Ooh, who are Lucas and Clara?" She considered the images flashing beside them. "Your Lucas and your husband's Clara. Why are you thinking about Lucas the most? Why are you thinking about them so much at all?"

"Enough!" Lexi glared.

"Fascinating." The Cyber-Planner muttered. "A complete mental block. Highly effective."

Inside, Cybermen base...

"Relax, relax." Lexi's Cyber-Planner self soothed as she sauntered around the Cyber-Lab, Lucas watching wide-eyed and clueless on what to do about this... thing that was controlling his friend. "If you just relax, you will find this a perfectly pleasant experience. You are being upgraded and incorporated into the Cyberiad as a Cyber-Planner."

Her head whipped to the side, and then it was the real Lexi speaking. "Get out of my head!"

Lucas just watched, stunned, seeing Lexi go at herself.

Inside, Lexi's mind...

"What is this place? A network? A hive?" Lexi looked around the space, the Cyberiad. "You're getting signals from every Cyberman everywhere. How many of you are there?"

Inside, Cybermen base...

"Oh... this is brilliant!" The Cyber-Planner giggled. "I'm so clever already, and now I'm a million times more clever!" She grinned, spinning around the room. "And what a brain! Not a human brain. A former human brain. Human memories combined with... well, the memories of what you are now. Even still, I'm going to have to completely rework the neural interface, but this is going to be the most efficient Cyber-Planner!" She exclaimed as she leapt up onto the table, arms outstretched. She then pouted as a thought occurred to her. "Not really a great name, that, is it? I could call myself... Miss Clever!" She giggled again, Lucas shaking his head as he watched this unbelievable scene unfold. "So much raw data... Time Lords. There's information on the Time Lords in here!" She sighed in delight. "Oh, this is just dreamy!"

Inside, Lexi's mind...

"Right." Lexi crossed her arms. "I'm allowing you access to memories on Time Lord regeneration."

"Quite a feat, considering you haven't even regenerated yourself." The Cyber-Planner smirked, crossing her arms like Lexi. "Oh... but there are memories in here of you walking through your husband's mind and seeing him regenerate into all the faces he's had in the past." She grinned as all the Doctor's past faces flashed behind them. She tilted her head as she considered Lexi. "Do you think you even have enough regeneration energy to change your face? I mean, after all, it was your children and your niece that helped make you the way you are now."

Lexi glared at her. "I think that is quite enough!"

"Oh, is it?" The Cyber-Planner raised an eyebrow at her. "I think all of this is very... fantastic!"

"I could try and regenerate now." Lexi threatened. "And if I'm successful, it would burn out any little Cyber-widgets in my brain, along with everything you're connected to. Don't want to. 'Cause you know, if I could be successful in regenerating, I wouldn't have any clue as to what I'd be getting next. Wow... Never really considered that thought that much until now... Still, I can try."

Inside, Cybermen base...

The Cyber-Planner snarled. "Stalemate, then." She declared as she strode across the room. "One of us needs to control this head. We're too well balanced."

Her body suddenly jerked back as Lexi momentarily regained control.

"What did you say?" Lexi asked. "No, no, no, I heard you. Rhetorical device to keep me thinking about it a bit more. Stalemate?"

Inside, Lexi's mind...

"We each control forty-nine point eight eight one percent of this brain." The Cyber-Planner told Lexi. "Point two three eight of the brain is still in the balance. Whoever gets this gets the whole thing."

"...Do you play chess?" Lexi suddenly asked.

"The rules of chess are in my memory banks. You're proposing we play chess to end the stalemate?"

"You and my friend play chess to end the stalemate." Lexi corrected. "Winner takes all. Nobody can access that portion of the brain without winning the game."

The Cyber-Planner considered before then holding out her hand, the two of them shaking on it.

Inside, Cybermen base...

The Cyber-Planner chuckled darkly, turning to Lucas. "Your precious Glorious seems to think you can beat me at chess." She said. "You can't win."

"Yeah, well..." Lucas swallowed nervously as he stepped forward. "We'll see about that."

"You understand, of course," She said as she walked over to him. "when I do win, the Cyberiad gets her brain and memories. Every last bit of all the human and non-human things that have ever happened to her, or she's ever seen happen to anyone else. All of it."

"I don't like the sound of that." Lucas pursed his lips in thought for a moment before looking directly at the Cyber-Planner and pointing a finger at her. "So, here's what I want: When I win, you get out of the Glorious's head, you let the children go, and nobody dies. You got that? Nobody dies!"

The Cyber-Planner just smirked. "I'll get the board."

Inside, Castle, Gallery...

"Er, ma'am," Brains said as he walked up to where Clara was striding along the gallery above the courtyard. "Missy said she saw something, and then she went quiet."

"It's on its way, then." The Doctor chimed in, not looking at them as he used his sonic to scan a few odds and ends that were laying by weapons the soldiers had laid out.

"Right." Clara nodded before turning and walking over to the former Captain. "Weapons, show me." She said, the former Captain then opening the case she had. Clara raised an eyebrow. "Only one gun?"

"Cybermen have been extinct for a thousand years." The former Captain told her. "Even one Anti-Cyber gun is a miracle. These things are hand-pulsars." She held one up before slipping it on like a glove. "Touch the back of a Cyberman's head, the electromagnetic pulse deactivates it."

"What's this for?" The Doctor asked, making them look to where he stood above another box.

The former Captain didn't answer.

Clara narrowed her eyes. "Just a mad guess here - it blows up the planet?"

"Implodes it." The former Captain corrected, the Doctor immediately taking one giant step back away from the box in question.

"Even better." Clara sighed.

"There's also a trigger unit." The former Captain added, holding a thin cylindrical device.

"I'll have that, then." Clara snatched it from her. "Is there any other way to activate the bomb?"

"It's set to respond to my voice." She answered. "I have the verbal code."

Clara narrowed her eyes. "You will not activate it without a direct order from me."

"I will follow my orders."

"Your orders come from Clara." The Doctor crossed his arms.

Brains cleared his throat, handing Clara a board. "You'll need to sign for that trigger unit, ma'am."

"Thanks." Clara smiled at him before she signed off on it.

"Mind if I take one of these?" Porridge asked, holding up one of the pulsars. "Might be handy."

Clara and the Doctor both smirked at the pun, but the former Captain just narrowed her eyes.

"Help yourself." She told him. "I'll teach you how to use it. Upstairs, now!"

As they went, the Doctor reached over and took one as well.

Inside, Cybermen base...

"There." The Cyber-Planner made her move on the chess board that had been set up on the table, Lucas watching her. "That was easy." She chuckled. "The game has just started. Lucas, do know why there are no records of the Glorious, the Doctor and their children anywhere in the databanks of the Cyberiad?" Lucas just raised an eyebrow. "Oh... She hasn't told you about having done that, has she? Oh, this is getting rather interesting, isn't it?" She grinned madly. "They're good. The dear Couple of Time have been eliminating their family from history. I wonder if they realize they can be reconstructed by the hole they've left."

"That is a good point." Lucas nodded, making a move. "I bet the Glorious has something up her sleeve, though. Something you won't see coming."

Inside, Lexi's mind...

"The rules of chess allow only a finite number of moves, and I can use other Cyber-Units as remote processors." The Cyber-Planner said. "Your dear Lucas cannot possibly win."

"I may be putting a lot of faith in Lucas right now." Lexi admitted. "However, he has been in my life for far longer than he realizes. So, I know he must be capable of more. A lot more. And also... well, I know something that you don't."

Inside, Cybermen base...

"Oh, the things she's saying to me in here..." The Cyber-Planner tapped the side of Lexi's head as she looked directly at Lucas. "How well do you really know this woman you call your friend?"

Inside, Lexi's mind...

Lexi scowled. "Did I say I was done?"

The Cyber-Planner tilted her head in question.

Inside, Cybermen base...

Lucas stared curiously at the Cyber-Planner as she just seemed to be staring off into space for the moment.

"She must be talking to the Glorious." Lucas thought to himself before he then felt something nudge his foot and saw Lexi's foot on top of something gold and shiny.

The golden ticket.

Curious, Lucas cast a glance at the Cyber-Planner's motionless face before bending down to pick the golden ticket up.

Inside, Lexi's mind...

"You really are a stubborn little thing, aren't you?" The Cyber-Planner asked as she circled Lexi.

Lexi smirked. "One of the most stubborn people to ever be stubborn."

"That is becoming more clear." The Cyber-Planner nodded, coming to a stop in front of her once again. "What did you mean when you said that you know something I don't?"

"Oh, you know..." Lexi waved her hand around aimlessly. "Something like the fact that very early versions of the Cyber operating system could be seriously scrambled by exposure to things like gold or cleaning fluid. Hm... I suppose life with the Doctor has taught me other things. But you know, that's not the interesting bit. The interesting thing, is that you're still running some of that code."

The Cyber-Planner snorted. "Really? That's the best you've got? You're secret weapon is cleaning fluid?"

"Nope." Lexi smirked, tapping the Cyber-Planner on the nose. "My first secret weapon is Lucas Harper. My second secret weapon... is gold."

Inside, Cybermen base...

Her head jerked to the side, Lexi gritting her teeth as she tried to keep control. "Lucas, now!"

Wide eyed, Lucas looked from Lexi's face to the gold ticket in his hand before quickly slapping it onto the blinking metal on the side of her face.

Lexi jerked backwards, hurrying to regain her balance. "Oh, like a charm!" She grinned before looking to Lucas. "How did you know? I mean, I know I'm the one that discretely left the gold ticket out for you. But how did know how to use it?"

"Put two and two together, I suppose?" Lucas shrugged.

"Right." Lexi nodded before turning to where Cyber!Webley and the kids stood. "Cyber Webley, kids, let's get out of here."

"I guess I'll bring the chessboard, then." Lucas said before sweeping the pieces into his arms.