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Last of the Time Lords was the thirteenth and final episode of series 3 of Doctor Who.

It was the final regular appearance of Freema Agyeman as Martha Jones and the second departure of John Barrowman as Jack Harkness, though both would appear again in the next series.

It also indicated that Time Lords can stop themselves from regenerating if they so desire, and left viewers with a clear hint about the Face of Boe's real identity. The reason why the Doctor burned the Master's body rather than bury it would be revealed four years later in the 2011 story The Impossible Astronaut [+]Steven Moffat, Doctor Who series 6 (BBC One, 2011).. The power of regeneration, which heals old age, illness & fatal injury is sought by several species, and they would tear an entire planet apart for just a single cell of a Time Lord. Thus, a dead Time Lord must have their body cremated to prevent such chaos from occurring.

The Master's death left the Doctor (at this point) as the sole surviving Time Lord in the universe. Viewers were given a first hand look at the immense pain this caused him, and as something that would fuel a growing darkness within him.


One year later, the Saxon Master and the Toclafane are rulers of Earth, which is torn apart by a year of hell. The Tenth Doctor has been aged 900 years, and Jack Harkness and the Jones family have been reduced to slavery on the Master's ship, the Valiant. The only hope for everyone on Earth is Martha Jones, now a legend amongst humanity. As the Master prepares to turn the Earth into a giant warship that will ultimately engulf the rest of the universe, Martha must trek through dangerous territory to destroy him, but tragedy awaits her, the Doctor and her family on the day that will pit humanity against the stars...


One year after the Saxon Master's takeover and decimation of Earth, the Earth (Sol 3) is closed from space traffic as it is entering extinction. On a beach on the coast of England, Tom Milligan directs Martha's boat in. She returns to the UK for the first time since the Toclafane invasion, having travelled the world. She tells Tom she has to talk to a Professor Alison Docherty and asks him why he is allowed to travel. He says it is because he is a doctor. Martha is happy she is travelling with a doctor. Tom tells Martha that she has become a legend around the world as the one person who can kill the Master, and asks her if this is true. She does not answer him.

The Master enters the deck of the Valiant, singing and dancing to Scissor Sisters' "I Can't Decide". He kisses Lucy, who shows signs of physical abuse, before taunting the aged Tenth Doctor by dancing around the room with him. He says there is one day until launch.

The Doctor refuses to speak. He only responds when the Master mentions that Martha has apparently returned to England. He tells the Master to leave her alone. The Master tries to force him to talk more but knows that the "Toclafane" broke the Doctor's hearts when he realised what they are. The Doctor says he has just one thing to say, and the Master knows what it is, but the Master walks away. Francine is forced to be a waitress for the Master. Clive and Tish are also working on the Valiant. Tish's job is to feed Jack, who is chained to the engines. Tish gives Jack a hand signal to explain her plan, and Jack winks in acknowledgement.

Martha and Tom walk up a hill and see an enormous statue of the Master at the top of it; Martha comments that the Master has even carved himself into Mount Rushmore. Looking out at the miles of countryside in front of them, they see thousands of spaceships being built. Martha explains that thousands more are being built across the world, Russia being turned into a big shipyard, and that the Master is preparing for war with the rest of the universe. Suddenly, two Toclafane arrive and demand an explanation for Tom's travelling. He presents identification that he is allowed to travel and the Toclafane taunt him and move on. Tom asks Martha how the spheres didn't notice her, and she reveals that she is still wearing her TARDIS key perception filter, and that is how she has managed to travel the world.

Tish continues to spread her hand signal of three fingers, indicating that they will rebel at 3:00 pm. As the Master picks a girl to give him a massage and insults Lucy, Jack manages to break free of his chains, Clive pours water over all the technology and equipment, and Francine throws the Master's laser screwdriver to the Doctor. He points it at the Master and says once more that he only has one thing to say and the Master knows what it is. The Doctor tries to use the screwdriver against the Master, but it refuses to function for him. The Master, who was never worried, simply laughs at the Doctor. Jack is shot dead again by the Master's guards. The Master explains that the screwdriver has isomorphic controls and it only works for him, before taking it back and punching the Doctor to the floor. He demonstrates by torturing Francine and forcing her to apologise. She does so and the Master warns everyone that siding with the Doctor is not recommended. The Master continues to insult the Doctor and decides to take his revenge.

Martha and Tom arrive at Professor Docherty's workplace. She is trying to fix a television so they can watch a transmission from the Master. They are successful, and the Master speaks to the world. He comments that he has heard that tales of Martha have given them hope, but asks them how much hope the Doctor has, and on camera ages the Doctor with the laser screwdriver a further 900 years. On the television, the Doctor appears to be dead, and the transmission ends with a word of warning to Martha to surrender. On the Valiant, a tiny, disfigured creature emerges from the Doctor's clothes: a thousand-year aged Doctor. Martha is undisturbed, saying she knows the Doctor is still alive.

Martha tells Professor Docherty that she came to see her so that they can catch themselves a sphere: she has a CD containing the data of a Toclafane struck down by lightning in South Africa. Professor Docherty manages to produce enough electricity to simulate the conditions. Tom attracts attention by pulling out a gun and firing a few rounds into the air. A Toclafane comes flying towards them, and Professor Docherty activates the field to disable it. They prepare to find out what is inside.

The Master and Lucy visit the Doctor in the night, with the Doctor suspended in a cage. The Master proclaims that tomorrow they will open up a hole in the Braccatolian space. The Doctor wants him to stop. The Master indifferently responds that once an empire has been established, when there is a new Gallifrey in the heavens then it will stop. When a Toclafane enters, the Master chastises the Doctor that he should be grateful: above all, he is doing this for them, and the Doctor, after all, "loves them very, very much."

Upon examining the sphere thus captured, Martha, Tom and Professor Docherty make a horrifying discovery: the spheres contain the conscious remains of the humans from the year 100 trillion. Martha is horrified when the Toclafane quotes young Creet, whom she met on Malcassairo, telling her that the Toclafane have shared memories of the last of humanity. It claims that there was no Utopia, only more darkness and cold.

Meanwhile on the Valiant, the Master explains that the humans cannibalised and regressed themselves, becoming the child-like Toclafane. The Master brought them back in time using the TARDIS, which could only travel between 100 trillion and here. The contradiction of the Toclafane killing their own ancestors is made possible by the paradox machine built by the Master, who considers it his masterpiece. The Doctor is shocked that the Master is changing the history of not just Earth but the entire universe. The Master sardonically claims as a Time Lord he has that right. The Doctor questions why he would come all this way just to destroy. The Toclafane claims they have come back in time to build an empire lasting one hundred trillion years, with the Master as their ruler.

Tom asks the captured Toclafane why it wishes to kill its own ancestors. The Toclafane responds, "Because it's fun", and laughs maniacally. Tom is sickened and horrified by this and shoots it dead.

Docherty asks Martha if the rumours about her are true and Martha reveals a gun developed by Torchwood and UNIT, purportedly able to kill a Time Lord and prevent the ensuing regeneration. Martha has retrieved three of the four chemicals needed for the gun from their hiding places around the world and has returned to London to find the fourth. After Martha and Tom depart for a shelter in Bexley to hide, Docherty (who is desperate for information regarding her missing son) reveals their whereabouts to the Master.

The Master comes to Earth's surface to capture Martha, killing Milligan, destroying the special gun and taking her back to the Valiant. He intends to execute her before the Doctor and her family, at the moment his fleet is launched.

But when that moment comes, as the clock counts down, Martha starts to laugh out loud, prompting the Master to angrily demand to know what she finds so funny. Martha now reveals the real reason she travelled the globe: it wasn't for a fictional anti-regeneration gun, with the Doctor himself pointing out that he would have never asked Martha to kill, nor was it to fight back; but merely to talk. She told everyone about the Doctor; specifically, she told everyone to think of the Doctor at the same time the Master plans to launch his fleet. It is revealed that when the Doctor whispered to Martha in the previous episode, he said: "Use the countdown." Docherty's betrayal was planned — engineered by Martha so that she would be brought on board the Valiant to rejoin the Doctor. Combined with the Master's Archangel Network, which the Doctor has had an entire year to tune to the frequency of, this has the effect of charging the Doctor with the combined psychic energy of the people of Earth. This enables the Doctor to restore his youthful physiognomy and end the Master's control. The combined psychic energy gives the Doctor great power and he is not only able to restore himself with it, but it shields him and temporarily grants him telekinesis with which he removes the Master's laser screwdriver from his hand. As the Master cowers against a wall, the Doctor says the words the Master was terrified to hear: "I forgive you".

With the Master out of the picture, Jack rounds up some soldiers to destroy the paradox machine but is delayed by the Toclafane. The Master, using Jack's vortex manipulator, teleports himself and the Doctor to Earth, threatening to detonate his fleet of ships, as each one has a black hole converter inside, and take the Earth with it. The Doctor knows that the Master would never kill himself, and manages to teleport both himself and the Master back to the Valiant just as Jack destroys the paradox machine; this causes all time to reverse. Time reverses to the moment of the Paradox machine's activation, just after the US President was killed and just before the Toclafane arrived. All those on the Valiant will remember the events of the previous year due to being at "the eye of the storm," but nobody else will know of the Master's reign of terror in "the year that never was". The Master tries to run but ends up running straight into Jack who recaptures him.

Doctor Mourning the Master

The Doctor breaks down in tears as he grieves the Master's death.

The Master, now defenceless, is handcuffed and stands before the Doctor. The Doctor announces that, since the Master is a Time Lord, he is the Doctor's responsibility and will be imprisoned on board the TARDIS. Francine Jones is talked out of shooting the Master, but Lucy Saxon, with a glazed expression, seizes a gun herself and shoots him. Despite The Doctor’s increasingly desperate attempts to reconnect with his former friend, The Master petulantly refuses to be a prisoner for the rest of his lives, and smugly allows himself to die, refusing to regenerate. Just before dying in his opponent's arms, the Master‘s veil of arrogance falters for a moment, and he sincerely muses on the constant drumming in his head, wondering if it will stop at last; and with last brittle smile mutters, "I win," leaving the heartbroken Doctor weeping uncontrollably for his lost adversary, now once again left as the last of the Time Lords.

The Doctor cremates the Master's body on a pyre. He takes a burning torch and ignites the pyre, fire quickly swallowing up the Master's remains. After watching his old enemy and friend burn up in front of him, he strides away from the funeral ceremony with a bitter look in his eyes.

In Cardiff, Jack decides to remain behind to look after his team, "defending the Earth". The Doctor disables Jack's vortex manipulator to keep him from jumping through time unsupervised. When Jack protests, the Doctor rebuffs him by saying, "I can't have you walking around with a time travelling teleport. You could go anywhere, twice. The second time to apologise." The Doctor then tells Jack there's nothing that can be done about his immortality: it seems likely he'll never be able to die — though he isn't sure about ageing. Thinking about what he might look like millions of years from now, Jack confesses his vanity and recalls how, as the first person from the Boeshane Peninsula to join the Time Agency, his good looks earned him the nickname "the Face of Boe". Martha and the Doctor, realising the Face of Boe's possible true identity, are surprised and delighted.

With the TARDIS repaired, the Doctor is ready to move on. Martha, however, has decided to stay so she can look after her family and finally qualify as a medical doctor. She gives the Doctor her phone number so they can keep in touch and says that she will see him again, but when someone is in love and it's unrequited, they have to get out: "This is me getting out." Martha promises that she's going to call him again, and when she does, he'd better come running. As she heads out of the TARDIS, she parts with the words, "I'll see you again, mister." The Doctor smiles fondly at her and watches Martha leave.

While the TARDIS takes off, events flash back to the Doctor cremating the Master. Nothing appears to be different. However, after he leaves, the Master's signet ring drops out of the flames and lands on the ground, flaked with ashes. A female hand wearing red nail polish takes the Master's emerald ring from the burnt-out pyre, while the Master's malevolent laughter echoes in the background.

The Doctor, now in possession of his severed hand, sets the TARDIS controls — until the room is suddenly shaken with great force. A foghorn bellows very loudly and the bow of a ship smashes through the console room wall. The Doctor jumps out of the way and stumbles over his cockpit chair to the floor. As he recovers from the collision, he exclaims, "What... What?!?", looking up in disbelief at a puncture in his TARDIS, where a large vessel has broken through the TARDIS hull from the outside. Several panels in the console room have been ripped loose, along with an oxygen supply cable that has dislodged from the ceiling, swinging freely and gushing out a jet of air. Covered in rubble, the Doctor sees bits of his TARDIS strewn about the console floor, along with something new that doesn't belong in his ship at all. Picking up a lifebelt, he finds "Titanic" written on it, to which he can only respond flatly, "What."



General production staff

Script department

Camera and lighting department

Art department

Costume department

Make-up and prosthetics



General post-production staff

Special and visual effects


Not every person who worked on this adventure was credited. The absence of a credit for a position doesn't necessarily mean the job wasn't required. The information above is based solely on observations of the actual end credits of the episodes as broadcast, and does not relay information from IMDB or other sources.


Story notes[]

  • This episode is the fifth of a continuous story arc (the end of one episode immediately leading into another) which begins in the Torchwood episode Captain Jack Harkness, develops in the Torchwood episode End of Days, switches over to Doctor Who in Utopia [+]Russell T Davies, Doctor Who series 3 (BBC One, 2007)., develops further in The Sound of Drums [+]Russell T Davies, Doctor Who series 3 (BBC One, 2007)., and concludes here.
  • This is the second consecutive series finale to end with the Doctor saying "What?" in utter confusion, the first being Doomsday [+]Russell T Davies, Doctor Who series 2 (BBC One, 2006)..
  • This episode has two directors, Colin Teague and Graeme Harper. In the DVD audio commentary, Freema Agyeman says that Colin had an injury by falling down the stairs and some scenes with Martha Jones in the episode were finished off by Graeme Harper.
  • Jack returns to Cardiff for series two of Torchwood. Kiss Kiss Bang Bang takes place immediately after this one, although it is suggested in the later episode that some hours or possibly days pass before Jack actually reunites with his team — it's daytime when he leaves the Doctor, but night when he finds the team.
  • The concept of the Toclafane grew out of discussions surrounding production of the episode Dalek [+]Robert Shearman, adapted from Jubilee (Robert Shearman), Doctor Who series 1 (BBC One, 2005).. When discussions with the Estate of Terry Nation looked as though they may not come to a satisfactory conclusion, Russell T Davies and Robert Shearman conceived of the Toclafane as a possible alternative for the contents of the Cage. The idea was abandoned when negotiations were completed and the BBC were granted the rights to use the Daleks, and Davies went on to use the Toclafane for the series 3 finale.
  • Two versions of this episode exist — the full-length version, and a shorter 47-minute edit. A number of scenes are excised from the shorter edit, notably the "Sol 3" introduction to the episode, the Master singing and dancing along to "I Can't Decide" by the Scissor Sisters, and sections of Martha's conversations with various resistance members. The shorter version appeared on Netflix and Hulu in the US, and is the version provided by the current US streaming home of the series, HBO Max. In the UK, the full-length version was added to the BBC iPlayer in 2019, and replaced the shorter edit on Netflix in 2020.
    • The 47-minute edit is the only version currently available to purchase on digital storefronts such as Amazon Prime, iTunes, and Google Play - presently, the only way to purchase the full-length broadcast version of the episode is to purchase the DVD or Blu-ray release.
  • The sound of the Master's laugh can be heard while a finger with a red painted fingernail picks up the Master's ring. The character who picked up the ring is seen in The End of Time [+]Russell T Davies, Doctor Who Christmas Special 2009 and New Year Special 2010 (BBC One, 2009-2010)..
  • The Doctor states a desire to meet Agatha Christie, foreshadowing The Unicorn and the Wasp [+]Gareth Roberts, Doctor Who series 4 (BBC One, 2008). in which he follows through with this wish, with Donna Noble.
  • The title Last of the Time Lords had previously been reported as a working title for one of the (ultimately aborted) big-screen adaptations of the series planned between 1989 and 2005; a poster showing the title Doctor Who: Last of the Time Lords even appeared in some film trade publications.
  • Lucy, who was very loving towards her husband in The Sound of Drums [+]Russell T Davies, Doctor Who series 3 (BBC One, 2007)., in this episode appears to be very afraid of him, and she even has marks around her eye. According to the commentary, this is because the Master's power went to his head and he started to physically abuse her. This is one of the reasons she joined in saying the Doctor's name and shot the Master after he was defeated.
  • This was the final episode to give screen credit to the Canadian Broadcasting Corporation for its help in co-funding the series; the CBC would continue its involvement in series 4, but would not be credited on screen.
  • The Toclafane's origin is similar to that of the Somnus Foundation in the audio story Singularity, which also featured technology that focused the collective psychic energy of humanity, like the satellites in this story.
  • The episode features the surprise revelation that Jack was once known as the Face of Boe, suggesting that the character encountered in The End of the World [+]Russell T Davies, Doctor Who series 1 (BBC One, 2005)., New Earth [+]Russell T Davies, Doctor Who series 2 (BBC One, 2006). and Gridlock [+]Russell T Davies, Doctor Who series 3 (BBC One, 2007). is in fact a future version of Jack Harkness. Russell T Davies reportedly tried to backpedal from this in the DVD commentary, leading to speculation as to whether this is actually the case. However, multiple interviews on DVD and in other media by producer Julie Gardner and actors David Tennant and John Barrowman have all indicated without ambiguity that Jack is destined to become the Face of Boe. According to Gardner during a panel presentation at the 2008 San Diego Comic Con, Barrowman wasn't aware of the revelation until fairly late in production. Chris Chibnall, then head writer on Torchwood, supported this revelation.
  • At the scene where Jack reveals he was called the Face of Boe, several people can be seen in the background taking pictures at the location of the Torchwood lift.
  • While previous regenerations of the Doctor imply regeneration is a partly involuntary feature of Time Lords, the Master's choice to die rather than regenerate shows that a Time Lord has some control over his regenerative process. This is supported by Romana I's regeneration in Destiny of the Daleks where she is seen "trying on" various forms before settling on the final version of her new body. In his eleventh incarnation, the Doctor would also claim he could regenerate at will as a threat toward Mr Clever.
  • In a deleted scene, before leaving the Doctor, Jack recites the "the 21st century is when it all changes and you've got to be ready" monologue heard at the beginning of all Torchwood episodes. Fragments would later reveal that Jack is, perhaps subconsciously, paraphrasing the last words of former Torchwood Three member Alex Hopkins.
  • A late addition to the script was the recovery of the Master's ring by a woman's hand, which actually belonged to production manager Tracie Simpson. Russell T Davies had decided to include this shot in order to give future production teams a mechanism by which the Master could be brought back. It became known as “the hand of the Rani” amongst the crew.
  • The is the only regular season finale of the first Russell T Davies era that doesn't feature the Daleks in any capacity.
  • Scissor Sisters' "I Can't Decide" saw a bump in popularity after its use in this episode.
  • Leo Jones was also intended to appear, welcoming Martha back to Britain and introducing her to Tom Milligan. This had to be changed due to Reggie Yates' scheduling conflicts, which meant that he could only spare one recording day. Dialogue now referred to Leo working in the Master's slave force under an assumed name, although it was dropped from the final edit.
  • Originally, Downing Street played a much larger role in the story, serving as the location for the last of Martha's decoy chemicals. At this stage, Tom Milligan was in fact a traitor, who was killed after betraying Martha to the Master. Russell T Davies began to feel that the world of the ravaged Earth deserved greater exploration, however, and concocted the material involving Professor Docherty instead.
  • Not counting minisodes such as Time Crash, this marks the final regular use of the Doctor Who theme first introduced in Rose [+]Russell T Davies, Doctor Who series 1 (BBC One, 2005)., as well as the expanded orchestral version of the Doctor Who theme first used for the closing credits in The Christmas Invasion [+]Russell T Davies, Doctor Who Christmas special (BBC One, 2005)., as as new version of the theme was introduced as of the following episode, Voyage of the Damned [+]Russell T Davies, Doctor Who Christmas Special 2007 (BBC One, 2007).. The 2005/2006 versions of the theme would continue to be used for marketing purposes both by the BBC and international broadcasters, and a version of the closing credits featuring VHS-quality audio and video was used for the end credits of the 2009 documentary Cheques, Lies and Videotape.
  • Russell T Davies wrote the script over four feverish days in January 2007.
  • There was originally dialogue between Jack and the Doctor during the former's departure which playfully poked fun at the voice-over accompanying each episode of Torchwood. This was removed because it was felt to be too metatextual.
  • It was initially planned to have the Master taunt the Doctor with the fact that it was ultimately his interference with the timeline, such as causing Harriet Jones' untimely downfall, that allowed for Harold Saxon to become Prime Minister. Russell T Davies decided that this reminder that the whole thing was the Doctor's fault was too much of a downer in an already depressing episode, as well as potentially being too obscure a continuity reference for casual viewers, and could never find a place to put the revelation where it felt natural.
  • This episode was reviewed in DWM 428 and accompanied by an illustration from Roger Langridge. It was the last review Langridge illustrated.


  • 8.61 million - Final Ratings[1]
  • 0.86 million - BBC Three Sunday repeat


  • The Toclafane were rumoured to be an early form of Dalek created by the Master. This was proved false.
  • As Freema Agyeman's departure from the series had been previously reported, there were rumours that Martha Jones might die in this episode. This was proved false.
  • Some have claimed that it is Donna Noble, or maybe even Lucy Saxon who picks up the ring after it falls from the Master's grip near the end of the episode. Russell T Davies jokes in the audio commentary of this episode that it was the hand of the Rani. In The End of Time [+]Russell T Davies, Doctor Who Christmas Special 2009 and New Year Special 2010 (BBC One, 2009-2010). the hand was revealed to be that of a prison warden who was a devotee of the Master.
  • As the producers intended, the cliffhanger leading into Voyage of the Damned [+]Russell T Davies, Doctor Who Christmas Special 2007 (BBC One, 2007). raised the question as to whether the TARDIS had collided with the real Titanic, which gave rise to fan speculation in the interim as to how this episode would reconcile with previous references to the Doctor's involvement with the ill-fated vessel. (TV: Rose [+]Russell T Davies, Doctor Who series 1 (BBC One, 2005)., et al.)

Filming locations[]

  • Cwrt-y-Vil Road, Penarth
  • Nippon Electric Glass UK (Trident Park), Cardiff Bay (Lower decks of the Valiant)
  • RAF St Athan (MOD St Athan), Vale of Glamorgan
  • South Luton Place, Adamsdown, Cardiff (Street where Martha confronts the Master)
  • Aberthaw Power Station, Aberthaw (Exterior of Professor Docherty's lab)
  • Vaynor Quarry, Trefechan, Merthyr Tydfil (Location of the Doctor and the Master's fight)
  • Whitmore Bay, Barry Island (Location of when Martha arrives by boat onto the beach)
  • Roald Dahl Plass, Cardiff (Martha and the Doctor bid Jack goodbye)
  • Alexandra Gardens, Cardiff (Location where Martha gives Professor Docherty flowers)
  • Treforest Industrial Estate, Upper Boat, Pontypridd

Production errors[]

If you'd like to talk about narrative problems with this story — like plot holes and things that seem to contradict other stories — please go to this episode's discontinuity discussion.
  • When the Master shoots Francine with the laser screwdriver, the SFX of the laser beam does not hit her yet she reacts as if she was hit.
  • When the Master attempts to use his laser screwdriver on the psychically empowered Doctor, the laser light from the prop is reflecting off the lens of the camera he is pointing it at, which tells you there is a camera there.
  • When the Master uses his laser screwdriver to age the Doctor, while he is in fast motion, on the TV screen Martha is looking at, you can clearly see Lucy's arms are also in fast motion.


Doctor hovers over the Master- the Master's Greatest fear realised

The Master's greatest fear, shown in The Mind of Evil, is realised in Last of the Time Lords.

Home video releases[]

External links[]