I'll be perfectly honest, I can't see why this story is rated so highly. While it followed the trend for the last two serials of actually giving the Fifth Doctor a personality (and how disappointing is that, that I only started liking him at the very end), it drops the ball in all other aspects.

It's meant to be a bleak and dark story where everyone sucks and everyone dies. While I can appreciate dark stories, I don't think this one did it well. Horror of Fang Rock has everyone die at the end, but at least some of the characters were likeable and you expected someone other than the Doctor and companion to make it put alive. It was the first story to do something like this, so it came as a surprise. Midnight was a bleak and dark story where almost everyone sucked, but you had at least a character or two who were somewhat likeable. There needs to be a balance. This story doesn't have it.

Zek is clearly based on the Phantom of the Opera. There are characters and stories I like that are based on earlier works, but again, it's a matter of execution. This episode came out more than seventy years after the original book was published, and the "deformed villain" trope was already a tired one. I knew that when he inevitably removed his mask he'd have a few burn scars that aren't nearly as horrifying as everyone in the story claims. His coming-ons to Peri are deeply uncomfortable and feel gratuitous and unnecessary. The original Phantom had something to offer Christine, and she was interested in him, at least at first. The whole thing strips Peri of her agency and turns her into nothing but a damsel getting dragged from place to place by men. Considering how much agency she had in the previous story, this is a serious step back.

Then there's Morgus. Like Zek, he's a flat, single-minded character. His focus is capitalism. I like anti-capitalist messages, but what we get eith Morgus is a rehash of previous anti-capitalist stories. His fourth-wall breaks really took me out of the story; I kept expecting other characters to comment on what he was saying.

Chellak feels like a re-skin of the Brigadier. He distrusts the Doctor at first, follows his orders, then works with the Doctor to defeat the enemy. He's good for the most part, but he's also willing to sacrifice other people to preserve his reputation.

So that's the characters, but what about the story? Well, I didn't like it either (obviously). I was fully ready for it to be a commentary on unending wars where neither side is willing to surrender or approach peace talks (you don't negotiate with terrorists! How topical), but instead it went the anti-capitalist route, treading common ground. Unfortunately, it doesn't do anything interesting with it. At the end Zek dies without compensation, Morgus is replace with his assistant who doesn't seem to want to actually *change* anything (seriously, she could have come forward much earlier and exposed him. She clearly had all the proof lined up, and the president seemed decent enough to believe her. She allowed innocent people to die for much too long), and we're back where we started.

And finally, the Doctor regenerates, and starts a brand new era being extremely condescending to Peri, which doesn't give me high hopes for the rest of my time with ol' Sixie.

I've tried discussing this serial with people who love it to understand what I might have missed, but my opinion remains unchanged. Maybe one day I'll rewatch and change my mind. I hope so.