I’m one of the few defenders of Time-Flight, but after seeing The Faceless Ones, one of the few things I enjoyed about Time-Flight evaporates. Both serials focus on the kidnapping of airplane passengers for notorious means, but The Faceless Ones does it much better for more sensible reasons. However, Time-Flight put into better use of The Doctor’s multiple companions, although the lack of Ben and Polly after episode 2 isn’t the fault of the writers, but rather a result of contract dispute (so it is suspected). That said, the disappearance of Ben and Polly raise the stakes personally for The Doctor and Jamie (and even further after Jamie is captured).
Putting that aside, I thoroughly enjoyed the story. It was filled with mystery and intrigue because of the uncertainty of who these Chameleon aliens were, what they were up to, and who wasn’t actually human. The conflict between The Doctor and the Commandant was well handled and I like the progress of trust between two throughout the story. Similarly, I like how Captain Blade is the top antagonist throughout most of the story until The Doctor shifts the tables on his loyalty by pointing out the dire risk Blade is unknowingly facing concerning his life. I also liked how (similar to The War Games) the top leader, The Director is often referred to but is not actually seen until Episode 5. The Doctor shows compassion and forgiveness to the aliens and offers them help for the predicament, which reminded me of The Doctor’s speech in School Reunion about how he “use to have so much compassion.” Speaking of School Reunion, Donald Pickering (Captain Blade) strongly reminded me of Anthony Stewart Head. It’s probably just me.
A couple familiar faces pop up in this story, although in the opposite order for me. Bernard Kay plays Inspector Crossland and The Director, who I previously saw in The Colony in Space, although he has also appeared in The First Doctor stories The Dalek Invasion of Earth and The Crusade. I seem to be watching his appearances backwards. I guess I’ll have to watch The Crusade next. Pauline Collins, who later plays Queen Victoria in Tooth & Claw, plays the spunky Samantha, who gives Jamie a run for his money. It’s too bad Collins declined to stay on as a regular, she would have made an excellent companion.
All in all, The Faceless Ones is currently my third favorite Second Doctor story, after The War Games and The Invasion, although I’ve only seen those two and The Tomb of the Cybermen in addition to the serials leading up to The Faceless Ones.
One last thought: I liked how The Doctor drops a minor reference to Gallifrey at the end of the story, telling Ben and Polly that at least they are able to return to their home planet…