A dying man demands his family wear masks that he's given them at a Mardi Gras party.

The TARDIS experiences a total power failure and is stranded in the Himalayas in the 13th century. The travellers are forced to join the caravan of the famous explorer, Marco Polo, in order to survive - but Polo, fascinated by their claims that the TARDIS can fly through the air, seizes it on behalf of Kublai Khan in the hope that presenting the Khan with such a fabulous gift will convince him to let Polo return home to Venice. The travellers are forced to accompany Polo on his long trek across Asia to the Khan's court, but their many attempts to reclaim their property are foiled - not just by Polo, but by the war lord Tegana, who is apparently on a mission of peace but has entirely different plans for dealing with Kublai Khan...