The Doctor takes Charley for a break to see the wonders of Venice, but they arrive to find the city on the edge of destruction.
The Doctor encounters a group of cultists while Charley falls in with the local rebels.
Neither of them likes what they see.
The Doctor arrives at the Ducal party and discovers Charley has somehow got herself engaged.
With the Cult of Estella at their feverish high and the High Priest at a bit of a low, has the bell finally tolled for Venice?