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- Bernice Summerfield - Lisa Bowerman
- The Valeyard - Michael Jayston
- Professor Liyi Chen - Liz Sutherland-Lim
- Chorus - Mark Elstob
- The Caragot - Ross Ford
- The planet Ogoychao has a tourist resort on the mountain with expensive cocktails.
- The Doctor has taken apart the whole console to find a fault, preventing the TARDIS from travelling correctly. He believes either the lateral stabilisers have fallen out of phase, or there's an imbalance in the helmic regulator; possibly both.
- The Doctor is thousands of years old.
- He explains that the Cloister Bell sounds throughout the TARDIS, but he doesn't know where it is.
- The Doctor has tea and a fruitcake from Christmas, 1888.
- The Caragot are parasitic gastropods with bonded cybernetic armour, a genetic experiment that ran rampant. There are no more than 100 of them. They integrate people that look "nutritious", making their intelligence part of their own and possibly killing them (the faces can be seen under their skin), but the victim can be de-integrated before digestion. They deploy a steam bomb that leaves structures intact.
- The Doctor explains that the translation circuit is less reliable with written language.
- Liyi hears everyone speak Mandarin.
- After the Caragots attack, a member of the archaeological team begins to mention something "under the Centauri Convention.
- Chorus is a non-human from Kensior Beta, whose people don't live centuries.
- The "riculi" are the dominant lifeform on Ogoychao, living tunnels whose bodies are "here" but "not here," existing in another dimension and displacing rock when they pass through it. Their excretions treat ageing like a disease, and the Doctor theorises there may be micro-organisms in the liquids as he can hear them talking faintly. They can specify elixirs to order, as they analyse a person's body as they walk through the tunnels, learning how their biology works.
- He "splintered" from the Doctor before his final incarnation, a causal imbalance, meaning he only has this life and cannot regenerate. As such, Benny doesn't consider him to be a true regeneration of the Doctor, saying that he's a twisted little fragment that "just fell off the back of a lorry."
- The Valeyard plans to enslave the Caragot.
- The Valeyard mentions the Web of Time, implying he still respects it.
- Benny guesses that the TARDIS controls won't respond to the Valeyard because he's not a proper Time Lord.
- This is the first time Bernice Summerfield encounters the Valeyard, although his name is never used in the story.
- The title "Every Dark Thought" comes from a quote by the Master in TV: The Ultimate Foe:
But the Valeyard, the distillation of all that's evil in you, untainted by virtue, a composite of your every dark thought, is a different proposition.
- Benny has met the Doctor when he was younger, (AUDIO: Benny's Story) and when he was older. (PROSE: Big Bang Generation)
- The Cloister Bell rings. (TV: Logopolis, et al.)
- The Doctor has a knife from an 18th century Chinese assassin. (TV: The Talons of Weng-Chiang)
- The Doctor implies to Benny that she's not the only archaeologist he's travelled with. (TV: Silence in the Library, COMIC: The Swords of Kali)
- Benny mentions the Doctor doing his "big picture" stuff. (PROSE: Theatre of War, AUDIO: The Shadow of the Scourge)
- The Valeyard mentions the Doctor trying to deny him his right to exist. (AUDIO: The Brink of Death)