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The Doctor is returning home to Gallifrey with the remains of his arch-nemesis, the Master. Forced off course, the TARDIS arrives in San Fancisco on New Year's Eve 1999, where the Doctor is critically wounded in a gangland gun battle. At the local hospital, Dr. Grace Holloway (Daphne Ashbrook) fights - and fails - to save his life.
Later in the morgue, the Doctor wakes up a new man. But he is not the only one - the Master has also found himself a new body. As the clock counts down to the start of the new millennium, can the Doctor stop his oldest enemy destroying all life on earth.
Plot (contains spoilers)
The Master has been exterminated by the Daleks on Skaro and the 7th Doctor agrees to take him back to his home-planet Gallifrey in a locked box where the Master exists in a shapeless mucus like form. He manages to crash the TARDIS on New Year's Eve 1999 in San Francisco. When the Doctor emerges from the TARDIS in the middle of a gang war and get's shot, he's brought to the hospital by one of the gang-bangers called Chang Lee who consequently tries to steal his belongings.
The resident surgeon Dr. Grace Holloway tries to save the Doctor but is actually instrumental in killing him. The Doctor regenerates in the morgue and emerges as the 8th Doctor. A side effect of the regeneration is that he loses his memory. Meanwhile the Master has taken physical form again by taking over the body of the ambulance driver called Bruce. His ultimate goal is to inhabit that of the Doctor's because he doesn't last long in human form.
The Master takes control of the TARDIS and the Doctor finally remembers who he is and convinces Dr. Grace Holloway he is who he says he is. Together the prevent the Master's plan to destroy the Earth and keep him from taking over the Doctor's body. The Doctor says goodbye to his new found friends and sits down in the armchair in the TARDIS just as the world celebrates the new millennium. His last words, as the record player gets stuck in a groove again (it also did so at the beginning of the movie): "Oh no, not again!"