In the year 200,000 aboard the broadcast station Satellite 5, solar flares are predicted on the newscasts. The TARDIS arrives and the Doctor, Rose, and Adam step out. Thanks to the Doctor pre-briefing her, Rose manages to impress Adam with her knowledge of the place. She leads the way to a viewport where they look down on Earth far below. The Doctor explains they're at the time of the Fourth Great and Bountiful Human Empire when humanity has spread out across the galaxy. Adam promptly faints at the shock.
Once Adam wakes up, the trio goes further into the station and the Doctor boasts that it's time of culture and sophistication. However, the central mall area is filled with humans engaged in normal, everyday commerce. Adam notes that there are no alien species and the Doctor admits that something is wrong. He takes some money from a local cash machine and gives it to Adam, and tells him to go off on his own with Rose. He then talks to two company women, Suki and Cathica, and they assume he's a manager running an inspection. They show him their broadcast channels and explain that their journalists. As they talk, they are unaware that the Editor is watching them from the control center on Floor 500. He realizes that something is wrong, something fictional. He orders the frozen technicians to run a security check.
Rose and Adam sample the local food and Rose offers him her special phone so he can reconnect himself with home and feel more comfortable. he calls his mom and gets the answering machine, and leaves a vague message explaining that he's travelling. Once he finishes, work whistles go off and the Doctor calls them over. As they go, Adam pockets Rose's phone.
In the control room, the security check proves negative but the Editor insists that he can sense something wrong and orders a deeper check.
Cathica begins her team's news gathering meeting as the Doctor and the others look on. She settles into a chair and opens a port in her head, revealing a sensor implant. The others download compressed information directly into her mind, data from planets everywhere. The Doctor explains that Cathica won't remember anything, and her brain functions as a processor. The other staff members are connected to Cathica through implants, and the Doctor warns that the technology is wrong. In the control center, the technicians confirm that there is a securrity breech originating with Suki. The Editor orders them to scan and intercept, and the news feed ends when Suki's hands are shocked. A voice from the ceiling demands answers from the Editor, who assures his boss that Suki's data was encrypted and there is a second layer. He orders Suki brought to Floor 500.
Suki receives word that she's received a promotion and is ordered to Floor 500. Cathica is upset that Suki received a promotion first. As she prepares to go up, Adam admits to Rose that he needs some time alone to acclimatize himself. He hastily insists that he should be by himself and she agrees, giving him her TARDIS key so he can get back. Meanwhile, Suki takes the elevator, and Cathica warns that when someone goes to Floor 500, they never come back. She explains that only someone with a key can get to Floor 500, and only the chosen few get the elevator.
Suki arrives on Floor 500 and finds a frozen chamber with no signs of life. The elevator door closes behind her and she looks around, finally locating frozen corpses, in a chamber similar to the briefing chamber she and the others used below. A door opens by itself and Suki follows the lights inside to the control center. The Editor is waiting for her and asks her to confirm her name. He then brings up her video file and accuses her of lying, and then brings up a file confirming she's Eva San Julian, a self-declared anarchist. Suki draws a gun and demands to know who controls Satellite 5. The Editor informs her that she's merely a humble servant, and directs her to the Editor-in-Chief. He points to the ceiling, and she stares in horror as the Editor explains that it's been her boss since the day she was born. Suki fires but her gun has no effect.
Adam goes to the observation deck and accesses the computers. He realizes that he can learn anything, and brings up the history of the microprocessor in the 21st century.
Cathica takes the Doctor and Rose back to the briefing room and explains that she's never been to Floor 50. She realizes that they're not management but insists she doesn't want to know anything or get involved. She has no idea why there are no aliens on board but suggests there have been lots of little reasons when the Doctor pursues the matters. He insists that humanity has been set back 90 years, and Cathica admits that Satellite 5 started broadcasting 95 years ago.
Adam calls home to his mother's answering machine and then dictates all of the information he's learned. However, he's cut off by a message telling him to go to Floor 1. When Adam goes there, he's told he was directed there because the computers determined he had no chip. The nurse tells him that he can receive a chip and Adam agrees once he realizes he can use any chip. He gives her the money chip the Doctor gave him earlier, and she's glad to accept when she realizes it has unlimited credit. Adam agrees to receive the full chip once the nurse explains he can use it to become the computer, it's a painless operation, and will only take ten minutes.
The Doctor accesses a control panel while Cathica warns that they'll all get in trouble. In the control room, the Editor watches and realizes that the Doctor is somehow involved. He tells Suki, now plugged into the system, to check further and then reports to his superior above.
As the Doctor and Rose work, Rose complains about the heat and Cathica has no idea why. The Doctor insists that it's an important question.
The technicians complete the security scan on the Doctor and Rose report that they do not exist. The Editor is glad to hear that and says that non-entities get promoted, and orders them to be brought up to Floor 500.
The Doctor accesses the schematics and points out that massive amounts of heat are being transferred down from Floor 500. He overrides the security codes but realizes that someone is giving him access.
After his surgery, Adam examines his forehead and the nurse tells him that he can activate the implant by snapping his fingers.
The Doctor and Rose enter the elevator, but Cathica refuses to go with them. She tells them not to involve her when she gets to the top.
Adam opens the access port and sees his own brain inside. He vomits and discovers they've given him nanites to freeze it.
The Doctor and Rose emerge on Floor 500 and find the control room. The Editor admits that he's impressed that they don't exist in his systems. Rose finds Suki, but she gives no response and the Doctor confirms that she's dead. The chips keep them going even after they die. The Doctor refuses to answer any questions and tries to leave with Rose, but the frozen technicians grab them. The Editor informs them that his client is the Might Jagrafess. The creature descends from the ceiling and the Editor explains that it is in charge of the human race, and has shaped humanity for the last 90 years thanks to the manipulation of the news.
While Adam tries to find the Doctor and Rose, Cathica goes back to the control panel and accesses the systems to gain access to the elevator.
Once he has imprisoned Rose and the Doctor, the Editor explains that he's manipulated information and spread fear, controlling humanity. When someone sees through the deceit, he senses it through the chips and crushes it.
Adam goes to the briefing room.
Cathica goes to Floor 500 and sneaks into the control room. Meanwhile, the Editor explains that he represents a consortium of banks. The Doctor realizes that the Jagrafess' gigantic mass gives out a lot of heat, and Satellite 5 functions as a life support system for the alien.
Adam uses the data stream in the briefing room to download all of the information and then transmit it via the cell phone to his mom's answering machine.
The Editor electrifies Rose's and the Doctor's bonds and demands to know who they are and who they work for. He finally realizes that the Doctor is the last of the Time Lords, and explains that they've obtained the information from Adam's brain as he accessed the computer system. They take the TARDIS key from Adam and the Editor explains that they can use time travel to fully subdue humanity. Cathica listens in and runs to the Floor 500 briefing room. She disengages the safeties and accesses the system, demanding maximum energy. The Editor realizes that she's there and the Doctor explains that she's reversing the heating system. The control room starts to heat up. The Editor orders Suki to override, but she refuses. The system shorts out and all of the zombie technicians collapse. As panic spreads throughout the satellite, the Editor tries to explain that it's not his fault. Rose's bonds open due to the short circuits and she uses the Doctor's sonic screwdriver to free him.
The data spike to Adam shuts down and he wanders through the chaos.
The Doctor and Rose run for it as the Jagrafess begins to swell. The Editor tenders his resignation and tries to run, but Suki grabs him. The Jagrafess explodes, killing him, and the Doctor finds Cathica and shuts down her implant.
Later, the Doctor tells Rose that he prepares to slip away. When she asks about his friend, the Doctor insists that Adam is no friend of his. He grabs Adam, shoves him in the TARDIS, and takes him home. He then points out that Adam has downloaded the Satellite 5 archive and warns that the information could have changed the 21st century. The Doctor erases the information and prepares to leave without him. When Adam protests, the Doctor snaps his fingers and opens the brain port. Rose tells him to stop, but can't resist snapping her fingers once. When Adam protests, the Doctor warns that if he says anything about the implant, he'll be dissected by the authorities. Further, the Doctor says that he only takes the best with him, and he has Rose. As he goes, Adam begs Rose for a second chance but she simply turns and goes with her friend.
As the TARDIS departs, Adam's mom runs in and is glad to see him... and unwittingly snaps her fingers and then stares in shock.