The TARDIS, while travelling to a new planet, arrives in what appears to be a 1980s Earth hotel, but the Doctor recognises it as an alien structure specifically designed to take that appearance. They soon meet a group of four individuals humans Rita, Howie, Joe, and the alien Gibbis each of whom had previously been taken from their routine lives to find themselves in the hotel. The four explain that there is a Minotaur-like beast in the hotel that consumes others. It does this by enticing them to enter one of the many rooms in the hotel which contains their greatest fears, upon which they become brainwashed to "praise him" and allow themselves to be taken, their bodies left without any signs of life; many others have experienced this, and photos of them and their fears cover many of the hotel's walls. The hotel would seem inescapable its doors and windows walled up and its halls and rooms can change on a whim. The Doctor, Amy, and Rory soon find the TARDIS has also disappeared, and the Doctor warns them from opening any door they are drawn to, for fear of being possessed.
As the Doctor tries to ascertain the situation, Joe, already possessed, has been drawn away from the group and is killed by the beast. Howie soon becomes possessed after entering a room against the Doctor's warnings. The remaining group set up a trap to lure the beast into the hotel's hairdressing salon using Howie's voice, upon which the Doctor questions the trapped creature and learns it is in agony wishing for its end. The Doctor realises the hotel is really a prison for the creature, and the "fears" in each room are harmless illusions. Howie escapes from the group, allowing the beast to escape and chase him down, killing him before the Doctor can save him. While exploring more of the hotel, both Amy and the Doctor are separately lured to look into two specific rooms, facing their own fears. Rita soon follows the fate of Joe and Howie.
The Doctor, Amy, Rory, and Gibbis regroup, and the Doctor surmises that the other three believed that some higher fate controlled their lives. The hotel and its rooms were, by design, meant to challenge their faith by fear to allow the beast to possess them. The Doctor identifies that Gibbis has survived due to the extreme cowardice of his species, while Rory lacks any such faith to be broken. However, the Doctor realises that it is Amy's faith in him that is being challenged; it is her faith that brought them to the hotel in the first place. Amy soon becomes possessed like the others. As the beast comes for Amy, the Doctor and the others grab her and take her to the room she opened previously. Inside, they find the illusion of young Amy, Amelia, still waiting for the return of her "raggedy Doctor" ("The Eleventh Hour"). The Doctor asserts to Amy that he is "not a hero" but "just a mad man with a box" to break her faith in him; her faith broken, the beast outside the door collapses on the floor.
As they watch, the hotel is revealed to be part of a large simulation; the Doctor identifies themselves aboard an automated prison spaceship, and the beast as a relative of the Nimon, a creature that feeds off the faith of others. The ship's automated systems had provided it "food" by bringing aboard creatures who had a strong faith. The beast mutters that "death would be a gift" for the Doctor before it passes away. The Doctor finds his TARDIS nearby, Gibbis asks for a lift home and The Doctor then takes Amy and Rory back to Earth, believing it best for the two to stop travelling with him before they end up getting killed. Gifting them with a new house and car, the Doctor sets off alone in the TARDIS.
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