The Faceless Ones is a rather strange story. It is significant for being only the second story set on contemporary Earth thus far in the series, and of course heralds the departure of Ben and Polly. On the other hand, it is oddly forgettable and feels very padded, especially during the first three episodes. This body snatcher plot is hardly original, but the Chameleons are a novel threat in that rather than wanting to invade, they are driven by the need to survive by stealing the identities of humans. Their plan is also fairly plausible, although Chameleon Tours cannot have been long established prior to the start of this story or surely more relatives than Samantha would have started to make inquiries; nevertheless, it is suitably engaging and makes good use of the airport setting. As villains the Chameleons are reasonably effective, especially Donald Pickering (previously Eyesen in The Keys of Marinus) as the icy Captain Blade. Unfortunately, they are also rather incompetent in certain aspects, especially Spencer, who fails to kill the Doctor a few times and seems to rather hastily come to the decision that he is unbeatable. This is the problem with The Faceless Ones the script seems to genuinely be trying to impress on the viewer just how intelligent the Chameleons are, with even the Doctor warning the Commandant of this, but they just come over as arrogant incompetents. The Director is perhaps the worst example of this, as he refuses to accept that the originals of Blade et al have been found on Earth, even when Jenkins dissolves in front of him, and his rather unnecessary stubbornness over this matter results in Blade shooting him. Frankly, he should have been smart enough to be expecting that So the Chameleons never quite seem to be the threat that they are made out to be. On the other hand, their plight would deserve of some sympathy and indeed on one level the conclusion works very well, with the Doctor allowing them to leave peacefully as long as they return all their captives to Earth first. But the same groundless arrogance that makes them less impressive than they might be also robs them of any real sympathy, leaving a faint feeling at the end that they get away with mass kidnapping and several murders rather too easily. Ultimately, the Chameleons arent nasty enough to be really impressive memorable villains, but they are too nasty to be likeable.
On the subject of the Chameleons over-inflated opinions of themselves, Spencer does one of the stupidest things ever seen in Doctor Who; having decided that the Doctors death is of paramount importance, he shuns the use of his lethal ray gun and instead leaves him, Jamie and Samantha in an overly complicated death-trap from which he can, and does, easily escape. I cant listen to this scene now without thinking of Austin Powers, but the fact is that it is utterly ludicrous. Not only is the slowly moving heat-ray trap daft, but also as soon as Jamie has destroyed the weapon, their paralysis wears off. At least Spencer has the good grace not to seem surprised when he learns that the Doctor escaped. More importantly, this is the most blatant example of the padding that plagues The Faceless Ones. During the first three episodes, there are multiple escapes, captures and chases, before the plot really starts to progress, and whilst padding can be entertaining in itself if done properly, here it just makes the story drag. The problem is exacerbated by the fact that pseudo-companion Samantha Briggs and the bad-tempered airport Commandant are the only really good supporting characters. The scenes of the Doctor trying to convince the Commandant of his sincerity (and sanity) work rather well, and the Jamie and Samantha team-up is not without merit, but Crossland, who discovers that the Chameleon Tours passengers are apparently vanishing and thus provides the cliffhanger to episode three, is rather dull, and nobody else aside from Blade stands out either.
And what of the regulars? Rather like Dodo, Ben and Polly get a poor send off; after doing very little during the first two episodes, they are abducted by the Chameleons and dont reappear until the end, when they promptly leave. Unlike Dodo, they do at least get a rather nice leaving scene, which shows the genuine affection between themselves and the Doctor. They are clearly happy to be able to return home, but the fact that they are more casual about it than Ian and Barbara were suggests that theyve enjoyed their time aboard the TARDIS a great deal. Nevertheless, it is an annoyingly low-key departure for these most underrated of companions. However, the result of this is that Jamie really gets to shine again and establishes himself as one of the best companions. As in The Macra Terror, his bravery comes to the fore; initially wary of the flying beasties, by the latter half of the story hes sneaked onboard the Chameleon Tours aeroplane to try and find out what their missing passengers end up. His airsickness, and willingness to admit to it to Crossland, distinguishes between bravery and bravado however. One of the most impressive things about Jamie is that, for all that he is from a pre-technological era and constantly finds himself challenged by things he cant comprehend, he is both intelligent and adaptable; he might not understand aeroplanes or ray guns, but he is quick to assess the dangers of whatever environment he finds himself in and copes easily with the increasingly bizarre or monstrous sights that he encounters whilst traveling with the Doctor. Having dealt with his confusion about having traveled to the moon during The Moonbase, he readily accepts space travel and maintains his calm once on board the Chameleon satellite, and he will continue to prove his resilience, dependability, and resourcefulness throughout his tenure in the series. One scene that also stands out in The Faceless Ones is Jamies initial embarrassment when Samantha flirts with him; he later returns the favour by kissing her to distract her whilst he pinches her ticket, which is a nice touch.
The Doctor is, as usual, on form here, with Troughton putting in a performance that manages to rise above the frequently lacklustre scripts. His intense intelligence in the last three episodes as he works out exactly what the Chameleons are doing and what his best chance of stopping them is, is impressive, and the final episode, as he buys time on board the Chameleon satellite, is the high point of the story; for all that the Director believes his intellect to be far greater than the Doctors, the Doctors almost palpable confidence in his plan, which of course hinges on the success of the airport staff and Samantha in finding the originals of Blade and the others on Earth, never lets the viewer doubt that he can easily defeat the Chameleons. As in The Macra Terror, he continues to exude confidence, albeit often disguised beneath his clowning, and again gives the impression that he is enjoying himself. The Doctor persuading the Chameleons to leave Earth is a pleasant change to the usual conclusion, which ultimately results in the death of the villains, although I cant help wondering just how much his confidence that Blade will stick to his side of the bargain once he gets safely changed back into his raw state is justified. In fact I recall reading somewhere that Steve Lyons joked that the Chameleons probably waited for the Doctor to clear off and then started all over again at a different airport
Overall, The Faceless Ones is neither a classic nor a turkey, but merely an oddity, with forgettable villains, conspicuous padding, and a criminally understated departure for Ben and Polly, but which makes good use of both Jamie and the Doctor. Following on immediately after the superb The Macra Terror probably makes it seem even less impressive, and it doesnt help that, immediately following it, the very best is yet to come