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Grace Holloway Appearances Talk

Dr. Grace Holloway was a San Francisco cardiologist and a member of the Board of Trustees of the Institute for Technological Advancement and Research. Her work brought her into contact with the Seventh Doctor, whose regeneration she inadvertently initiated. Following this change, she became the first companion of the Eighth Doctor.


Early life[]

Grace was born in Sacramento sometime during the late 1960s. At a young age, Grace's mother died of cancer — or ALS, according to another source (PROSE: The TV Movie) — despite the best efforts of Dr. Seinkewicz. Grace decided to grow up and become a doctor to help prevent other children from losing their parents, (PROSE: The Novel of the Film) with her ultimate goal being to "hold back death". (TV: Doctor Who)

Grace lived in a condo in Sausalito. (PROSE: The TV Movie) She was known as "Amazing Grace" by her colleagues at Walker General Hospital, where she worked as an on-call cardiologist. The "on-call" part of the job description was particularly annoying to her live-in boyfriend, Brian. (TV: Doctor Who)

Meeting the Doctor[]

On the evening of 30 December 1999, Grace was attending an opera showing of Madame Butterfly, despite being on call, (TV: Doctor Who) due to Brian urging her to have a night out. (PROSE: The Novel of the Film) While she was attending the opera, she was paged. She rushed to the hospital to deal with an unusual cardiac case that had come in — the Seventh Doctor, who had suffered minor bullet wounds and who apparently had a heart defect that caused a very irregular heart beat.

Unknown to Grace, her patient had been x-rayed earlier and appeared to have two hearts. While conducting exploratory surgery with a fibre-optic camera, she could not navigate in the Doctor's circulatory system. She inadvertently caused a fatal injury to him and he died on the operating table. Upset at losing a patient, an event witnessed by the hospital's financial supporters, Grace ordered an autopsy. Due to the incident, complicated by the corpse's subsequent disappearance from the morgue, Holloway resigned the next morning rather than be complicit in a cover-up of the events. Brian also left her, taking all his possessions — along with half the furniture.

On 31 December, while she was leaving the hospital, the Eighth Doctor followed her, claiming to be the man who had died the night before. At first Grace refused to believe him, but was convinced when he took the remains of her probe from his chest. She learned he had undergone regeneration, which had changed his appearance and personality. He was also suffering from amnesia. Hours later, he suddenly regained his memories of being the Doctor, a Time Lord. He celebrated the return of his memories by kissing Grace.

With his memories restored, the Doctor enlisted Grace to help him get a beryllium chip from the atomic clock inside the Institute for Technological Advancement and Research to repair the timing mechanism inside his TARDIS and close the Eye of Harmony. She called an ambulance operated by the Master and Chang Lee. When the Doctor realised that the Master was inside the ambulance, they escaped. Before they could do so, the Master secretly possessed Grace. Returning to the TARDIS, Grace knocked out the Doctor and put him in restraints. The Master then forcibly opened the Eye using Grace's retina (freeing her from possession and returning her human eyes) so that he could steal the Doctor's lives.

Grace was able to reroute the power of the TARDIS and put it into a temporal orbit, stopping the Master's plans and returning the Doctor's lives to his body. After freeing the Doctor, the Master threw Grace from a balcony inside the Cloister Room, killing her. After the Master fell into the Eye, the TARDIS revived Grace along with Lee (who the Master had also killed) and the Eye was once again closed.

Landing on 1 January 2000, the Doctor invited Grace to travel with him as a companion, but she declined, countering that the Doctor should instead join her. After sharing a romantic kiss with her, the Doctor departed in the TARDIS and each went their separate ways. (TV: Doctor Who)

Some time after, Grace wrote a letter recounter her experience. (PROSE: A Short History of Everyone)

Kidnapped by Adam Mitchell[]

Grace return

Grace meets the Doctor for the second time. (COMIC: The Body Politic)

In February 2000, Grace was still working as a surgeon in San Francisco. She met the Doctor again after arriving home from work. The Doctor took her on several trips in the TARDIS, to which Grace became overwhelmed with. The Doctor decided to take Grace to a planet similar to Earth, to calm her down. Grace helped the Doctor to save the people of the planet from being forcibly taken to be organ donors. Grace asked the Doctor to take her home after the adventure. Before he could do so, Grace was kidnapped by Adam Mitchell. (COMIC: The Body Politic)

Grace was freed from her imprisonment by multiple incarnations of the Doctor. She helped the Doctors defeat Mitchell, Autons and the Master with the help of some of the Doctor's other companions. The Doctor subsequently took her home. (COMIC: Endgame)

After the Doctor[]

After she returned to Earth, Grace began examining the remnants of a substance the Master spat at her during their first battle. This led her to working with an MI6-sponsored genetics lab in hopes of creating a human-Time Lord hybrid capable of regeneration. When Holloway was later reunited with the Doctor, he chastised her for this, though they ultimately reconciled and parted company with another kiss. (COMIC: The Fallen)

Grace Holloway Flood

Grace after the Cyberman invasion. (COMIC: The Flood)

The Doctor indicated that he was familiar with her work and that she was destined to do "great things". (TV: Doctor Who) Holloway interpreted this as being a reference to her work with MI6 on the human/Time Lord hybrid. (COMIC: The Fallen)

In 2005, (COMIC: Hunters of the Burning Stone) Grace survived the Cyberman invasion of Earth, and concluded that the Doctor must have stopped them. (COMIC: The Flood)

By 2010, Grace was looking into new breakthroughs in surgery. (PROSE: Death of the Doctor) A photograph of Grace standing next to a UNIT officer was in display in UNIT's Black Archive alongside that of other companions of the Doctor by 2013. (TV: The Day of the Doctor)

Grace attended Sarah Jane Smith's memorial on a "bright, cold Spring day", where she discussed Sarah Jane with other guests, and helped fight the Jackals of the Backwards Clock to foil the Trickster's revenge plot. (WC: Farewell, Sarah Jane)


The Twelfth Doctor saw Grace, among other companions, when Bernice Summerfield was hit by temporal energy in the Pyramid Eternia. (PROSE: Big Bang Generation)

Parallel universes[]

Eighth Dcotor Grace

The Doctor wakes up from a nightmare while sleeping with Grace. (COMIC: The Glorious Dead)

In an alternate universe, the Eighth Doctor married Grace instead of returning to his travels through time. The Doctor had some trouble adjusting, but got a stable job being a professor at a university. On one occasion, they invited Ted and Alice over for dinner. (COMIC: The Glorious Dead)


Grace was intelligent, feisty, kind, and independent, with a strong sense of humour and a love for opera. She was upset at having accidentally caused the 'death' of the Seventh Doctor (TV: Doctor Who) and held herself responsible, (PROSE: The Novel of the Film) yet also recognised in her defence that she had no way of knowing that the Doctor was not human. When her boss tried to cover the incident up, Grace refused to go along with it and angrily quit her job.

She was initially doubtful of the Doctor's claims, both about his identity and his apocalyptic predictions. However, once convinced by proof including her encounter with the Master, she became an ally. Grace soon fell in love with the Doctor noting that "she had finally found the right guy and he's from another planet". Despite this, she refused the Doctor's offer to travel with him and to learn about her future, preferring for it to remain unknown. (TV: Doctor Who)


Grace had strawberry blonde hair and joyful, piercing blue eyes. Her face, like that of a statue of a Greek goddess, had a defined bone structure and a generous mouth. (PROSE: The Novel of the Film)

Habits and quirks[]

Grace expressed an interest in Puccini's operas (playing a recording of Madame Butterfly in the operating theatre while working on the Doctor) and the art of Leonardo da Vinci (the Doctor remarked, on seeing a Leonardo print on the wall of Grace's apartment, "He had a terrible cold when he drew that"). (TV: Doctor Who)

Behind the scenes[]


According to media coverage of the film in 1996, had Doctor Who been revived as a series at that time, Grace Holloway would not have continued as a regular companion.

Later, Philip David Segal, the producer of the TV movie, stated for the record that Dr Grace Holloway would have returned as the Eighth Doctor's companion had Fox greenlit the series. Mr Segal made this statement during the "TV Movie Reunion" panel discussion at the Gallifrey One Convention held in Los Angeles on Saturday, February 18, 2012. Daphne Ashbrook also confirmed at a Q&A session during San Diego Who Con in 2016 that she had been taken aside during filming of the TV movie and asked if she'd be interested in coming back if the show went to series.

Due to complex licensing issues, Grace is one of a handful of pre-2005 characters not available to Big Finish Productions for use in audio dramas. This has not prevented her from appearing in comic strips and comic books (most recently in the comic miniseries Prisoners of Time in 2013). An obscure photograph of Grace was included on the "wall of companions" seen in the television story The Day of the Doctor, positioned to the top-right of the Brigadier's photograph. In the 2014 documentary The Ultimate Companion, a clearer image of the photo is seen and is revealed to be a photo of Grace standing next to an unidentified UNIT officer, in similar fashion to another photograph on the board that digitally unites Mike Yates and Sara Kingdom.

Other matters[]

  • Grace at one point exclaimed, "I finally found the right guy and he's from another planet!" Although the 1963-89 series occasionally gave subtle hints of attraction and even romance between the Doctor and other characters, this is the first time a character, identified as a companion, had been heard to directly express attraction towards the Doctor on screen. She was also the first companion to share an on-screen romantic kiss with the Doctor.

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