The Doctor and Sarah arrive in Renaissance Italy unaware that they have brought a deadly alien energy force with them.

The Mandragora energy joins forces with the secret Brotherhood of Demnos. Count Federico plots to steal the Dukedom of San Martino from his nephew, Giuliano.

Tempted by the promises of ultimate power offered by Mandragora, Hieronymous plots to eliminate the threat posed by the Doctor and uses an unwitting Sarah as his weapon.

As the leading scholars of the era assemble in the palace for the masque, Mandragora prepares to attack, intent on sending the world into a new dark age.