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Sleep No More was the ninth episode of series 9 of Doctor Who.

It broke away from the traditional filming style of the series by featuring a unique and non-musical title sequence and depicting the events of the story through a found-footage style of direction, featuring all of its scenes in a manner that suggests they were being viewed through video recordings rather than in third-person. It also served as a fourth wall break, without actually breaking the fourth wall; each time the characters are looking at the audience, they are being seen by someone who used Morpheus.

It also was the first episode of Doctor Who to have its title given during the closing credits rather than the opening credits. The only other time that a television story did not feature a title during the opening titles was the 2005 Children in Need Special, which did not display any discernible title at all.

This is one of the rare occasions where the Doctor does not defeat the villain of the story; something that alludes to classic episodes where usually a victory for the Doctor and their companions was escaping in the TARDIS.


The Le Verrier space station fell silent only a day ago. No-one really knows what happened. However, some footage of the attempted rescue mission was found. The station appears empty, except for two nosy time travellers: the Doctor and Clara.


Professor Gagan Rassmussen breathlessly introduces a video he's assembled from found footage, warning would-be viewers of the recording's inherent but unspecified danger. Rassmussen explains that he's not quite sure what's been going on, but he's put together some footage from the security cameras and perspectives of the people involved. Hearing a strange groaning sound, Rassmussen once more addresses the camera, telling the viewers that they were warned.  

The screen fills with static, as random red numbers and letters, which include the words Doctor Who glowing bright pink, fill the screen. The static dies down, before a quick flash of static signals the beginning of the footage. 

Chopra is annoyed by someone looking at them, telling the person to stop. It turns out to be Grunt 474, whom Chopra notes looks at him like a lovesick puppy when she's supposed to be a deadly killing machine. Deep-Ando emerges from a Morpheus pod, noting he could hear him inside. Their leader, Nagata asks if he feels refreshed; he confirms it. Chopra repeatedly voices his dislike for it. Nagata and Deep-Ando mock him, saying he's an R.I.P., a person who refuses to use Morpheus. 474 tries calming Chopra but instead annoys him because she can't use proper grammar, missing out words. The space station looms close.

The screen goes back to Rassmussen, who tells the audience that the quartet was sent by the city of Triton on the planet Neptune to investigate the Le Verrier space station, which has been silent for over 24 hours. He then adds that the audience should not get attached to the group, as they will die horribly. They came to investigate the space station and rescue the crew. However, there was no crew on the station, or rather no crew left.

Chopra Sleep No More

Chopra, annoyed by 474.

The footage returns to the four as they enter the space station, hoping to find the crew. Instead, they find the station dim with emergency lights on; there is no sign of life on the station. According to their scans, there is nothing wrong with the engines or the gravity shields; the station is simply left on emergency lights. 474 guesses that the crew is playing hide and seek, annoying Chopra. However, she soon stops the group, informing them that she hears people ahead. The quartet hides until they can determine if the voices belong to the crew or some kind of hostile invaders.

Clara walks into view, wondering why everything is so dim; however, her back is to the quartet, leaving her unaware of their presence. The Doctor's voice is heard suggesting it could be a three-day week or a night setting. Clara voices feeling like she's being watched, to which the Doctor just passes it off as paranoia; however, the irony is that she is being watched from behind by the quartet. She shines a torch at a decoration, stating that it looks like they're at a Japanese restaurant. Clara wonders if they ended up at a space restaurant, annoying the Doctor who walks into view with her. The Doctor explains no-one puts the word "space" in front of something because it's in the future or not on a planet, listing several items that wouldn't make sense with the prefix "space".

They walk down another corridor as Clara wonders about the word "spacesuit", to which the Doctor is dismissive. Nagata leads her team after them, surprising the duo as they are held at gunpoint. She demands to know if they are crew. The Doctor calmly takes out the psychic paper, which causes Nagata and her team to think they are Engineering Stress Assessors. Nagata asks the Doctor what happened. Assuming she means what happened from the beginning of time, the Doctor says "that's a long story". However, Clara clears her throat; the Doctor takes the signal, realising that Nagata was asking about what happened at the station.

The Doctor explains they haven't any idea as they've only just arrived; he asks Nagata for an explanation. Twenty-four hours ago, the station lost all communications. Nagata and her team are here to find out why the station lost power, assuming it to be a meteor strike or space pirates (which contradicts the Doctor's theory of not putting "space" before certain words). The Doctor correctly guesses Nagata and her team to be a rescue team of four; the small group is due to budget cuts. Nagata tells them to consider themselves under her command, but the Doctor finishes her sentence by singing "part of the furniture" before Nagata finishes her command. (The Doctor is subtly amused as he's the highest authority in the room).

The Doctor tastes his finger twice to reveal that he and Clara are in the thirty-eighth century on a Tuesday. He tells Clara that India and Japan were sort of merged after the great catastrophe, which caused a realignment of the tectonic plates (thus the station is "Indo-Japanese" as he puts it). Clara is confused by this; the Doctor, usually getting the timeline mixed up, tells her that she has a lot to look forward to. However, the Doctor then notes that there happens to be a suspicious amount of dust in the space station, after just a day of no-one being around.

474 angry

Grunts are bred to respond with hostility if they are even the slightest bit attacked.

Grunt 474 says "Eyes. Watch. Eyes in sky.", which confuses Chopra. 474 says that she will protect Chopra because she thinks that he's pretty. Chopra pushes her away, which causes her to react aggressively - because she is programmed to respond to any form of physical threat - and get Chopra into a choke hold. After Nagata tells her to let Chopra go, 474 does so and crouches by the wall, apologising. Chopra complains 474 could have killed him, but Nagata says it's how grunts are grown. The Doctor tells a confused Clara that grunts are bred in hatcheries with cloned muscles, low intelligence and brute force, which makes for an instant army, much to Clara's disgust. The Doctor tells her it's how they roll in the 38th century; basically not following orders due to morality has been solved this way.

They continue down a hall, where two figures are seen. The Doctor tells Clara to hold his hand; though Clara's fine, the Doctor admits that he is scared. It turns out that figures are hostile creatures, which proceed to charge at them. Everyone runs, but Deep-Ando ignores Nagata's order to follow them and runs down a completely different hallway. They run into a lab, where they try shutting the door. However, one of the creatures gets its arms in the doorway, blocking it. The Doctor, Clara, Nagata and Chopra hold the door; Nagata orders 474 to ram a cart against the door. The creature's arm is sliced off by the shut door and dissolves into dust. Looking out of the window, everyone sees the creature is gone. This leaves Nagata confused as it was just there a moment ago, they should have seen it leaving.

Deep-Ando, meanwhile is searching through the corridors and falling to contact the group. Somehow his transmissions are being blocked.

In the lab, the Doctor takes a sample of the creature and begins scanning it. All the scan tells him is that it's organic. Nagata tries calling Deep-Ando but gets static. Clara sees some Morpheus pods, which she and the Doctor begin investigating. However, when the screen turns away from them, Clara is heard screaming; the screen returns to the pod, showing it now shut with Clara inside. The Doctor tries getting her free, only to be told to calm down as the machine is harmless. The Mr Sandman song plays over the machine in hologram form as the Doctor zaps the machine with the sonic screwdriver. The Doctor manages to force the machine open, finding an unconscious Clara wired into it.

Rassmussen inside a Morpheus pod

Rassmussen exits the pod.

Clara awakes, confused, wondering if she just slept; Nagata confirms this. The Doctor asks Clara what she thought she was doing; however, Clara explains that the wires came alive like snakes and pulled her into the machine against her will. The Doctor examines the door, finding the machine is slightly sentient; it thought it knew what Clara needed - "clearly you needed 40 winks."

474 then says that there's someone in the last pod. They try forcing it open, but the occupant keeps the machine shut. While the soldiers prepare to react with force, Clara decides to politely introduce herself and the Doctor to coerce the occupant into exiting the pod. It opens to reveal a very scared Rassmussen.

The footage stops again, to the present day Rassmussen, who explains that he wanted to leave the station right away, but the Doctor was demanding answers about Morpheus.

The footage resumes with a holographic announcer explaining Morpheus was created to give human beings all the benefits of sleep, but in a five-minute burst that would allow them to stay awake for a month; the primary reason being for businesses to try getting ahead of their competitors. The Doctor is not impressed, stating that everyone needs sleep; even he sleeps. When Clara asks when he tells her it's when she's not looking. Chopra is glad two more people find the Morpheus pods disgusting. Rassmussen takes credit as its inventor, explaining that humans spend an entire third of their lives asleep and time is money; his machine sends an encoded wavelength into the brain to rewrite the parts that handle sleep.

Twelfth Doctor on Le Verrier

The Doctor grimly informs Rassmussen of his mistake.

Despite being disgusted that Morpheus deprives humans of genuine sleep, the Doctor expresses his delight at having even encountered such technology. However, once the Doctor is done getting his enthusiasm out, he reverts to his matter-of-fact self. The Doctor retorts "Congratulations, professor; you've conquered nature. You've also created an abomination." Rassmussen stops the film again, stating that the group went to find Deep-Ando despite his protests.

In the corridors, the Doctor explains the creatures are made of dead blood cells, mucus and dead skin, basically eye mucus. A confused Clara wonders how that is possible. The Doctor tells her that Rassmussen is to blame because the Morpheus pods hyper-evolved the eye mucus into a carnivorous life form. When Rassmussen calls it slander, the Doctor tells him to ask the crew. Clara wonders where they are, to which the Doctor says "indigestion". The eye mucus consumed the crew when they used the pods, and then ate the rest once they finished. Nagata is confused as nothing like this has happened on Triton; the Doctor explains that Rassmussen tried to enhance the process, but it backfired on him and created these monsters.

As the Doctor and Nagata argue, Rassmussen demands to be saved since he's what's left of the crew. Clara then wonders how Rassmussen is still alive when the rest of the crew got eaten; he explains that he hid in a Morpheus pod because it would be the last place the creatures would think to look for him. At that moment, they are spotted by the creatures. The Doctor yells for everyone to run, and a chase begins through the station.

Meanwhile, Deep-Ando comes across a bulkhead door and tries to get in, but the computer tells him that he has to "do the song" since it was reprogrammed after the Christmas Party and finds the song very amusing. Deep-Ando doesn't know what the song is, but the computer assumes that he's being silly. A group of the creatures that attacked the group begin to advance on Deep-Ando, who eventually sings the Morpheus jingle and is let in. Just when he thinks he's safe, however, he turns away from the window and sees the gaping maw of one of the creatures.

Stopping the footage, Rassmussen informs us that Deep-Ando was the first member of the rescue team to die as they heard the scream, but they had their own problems.

The footage resumes, showing the group running into the kitchen, with the monsters trying to get in. the grav-shields go out, causing the station to begin crashing into Neptune. The Doctor demands the plans for the station from Nagata, so he can reactivate the grav-shields. Nagata is not willing to, but the Doctor tells her he's in charge. Clara yells at her to listen, and the Doctor begins messing the systems with the sonic. Unfortunately, a creature swallows Rassmussen whole. Chopra and 474 escape from the room, as the Doctor manages to fix the shields. With the creature blocking the way he, Clara and Nagata are forced to hide in a nearby freezer, with the creature trying to get in. The Doctor shows them footage he's come across, noting it came from their helmet cams. Nagata notes that her crew don't have any.

Elsewhere, a Morpheus pod is seen floating down the corridors, as a recorded voice says to keep away as there are hazardous materials in transit.

474 injured

474 sacrifices herself for Chopra.

Due to the turbulence of the reentry, some of the station's piping breaks and a fire starts in the corridors. Trapped, Chopra tells 474 that they won't be able to get away as the creatures close in. 474 tells Chopra she likes him and punches him in the face, knocking him out. Chopra awakens later, finding the creatures on the other side of the flames and 474 fatally burned. Rather than feel useless, 474 feels happy to have saved Chopra as she likes him; as the creatures begin pushing through the fire, she tells him to go. Thanking 474, Chopra rushes off. To buy Chopra time to get away, 474 goes into a kamikaze charge.

Back in the freezer, the Doctor becomes annoyed as Clara dubs the creatures Sandmen; he mumbles to himself that "it's the Silurians all over again." Clara wonders if he'd prefer "Dustmen", but the Doctor solemnly tells her that they'll go with her name. Realising something, the Doctor asks Nagata to repeat herself from a moment ago; "we don't have helmet cams." He tells them the Sandmen are blind and they can escape by letting them in and being quiet on the way out. They proceed to do so, with the Doctor informing them that they need to go to the engine room.

Chopra heads back to the ship, locking himself inside to wait for the others, but the Sandmen's howling startles him. He then notices something shocking outside.

Meanwhile, the Doctor leads Nagata and Clara back to the lab, where he uses his sonic sunglasses to hack into the footage already seen by the audience. He goes on to explain that there is all this footage, but none from Chopra's point of view; adding onto this that Nagata mentioned that she and the others didn't have helmet cams. The projection then shows him in an infinite loop of the screens; he explains they are now seeing things from Clara's point of view. He goes on to explain that anyone who used Morpheus is effectively a walking camera for the Sandmen, and the Sandmen's eyes are all over the station. Thus the paranoia.

Clara begins worrying if she'll end up like the crew, consumed by her own eye mucus as it becomes a Sandman. However, the Doctor assures her that there is no chance of that happening, but he'll undo the Morpheus process on her and Nagata and then the rest of Neptune to ensure the extinction of the Sandmen. Clara questions who is recording all of this, to which the Doctor says they had better ask "him."

The trio head back to the ship, where the Doctor sees Rassmussen's beginning message on a monitor; he realises Rassmussen's death was a trick to throw them off his trail. Entering from another room, Rassmussen explains that he thinks the Sandmen are better life forms and that they spared him to ensure they can get to Triton and feed on humanity. He then reveals that he has brought the first victim of the Morpheus machine, hoping it can spread and multiply once unleashed. He releases the King Sandman and traps them in the room with it.

The Doctor plays a hologram of the Mr Sandman song to distract the monster, allowing Nagata and Clara to head to the door, which they manage to get open. Rassmussen begins fiddling with the controls to get the ship to leave but is shot by Nagata to stop him. An annoyed Clara demands "Is that your answer to everything!?" Apparently, even in the future, the military answer to a problem is to shoot the source of it until it's no longer a problem. However, the Doctor soon directs them to leave and head to "alternative transport" down the hall.

The Doctor and Clara begin running back to the TARDIS, with Nagata behind them. However, they are blocked by the Sandmen. The Doctor borrows Nagata's holographic interface and destroys the grav-shields, knowing that the Sandmen can't handle the rough re-entry. However, even as they get into the TARDIS, the Doctor notices that none of these events makes any sense.

Rassmussen appears on screen again, during the reentry. He goes on to explain that the Morpheus process has been broadcast with this message, stating that he did warn whoever watched to have not done so. He rubs his eye, revealing that the Sandmen have been impersonating him; in a deep voice, he invites the victims to join him and the other Sandmen, commanding the viewer to spread the infection, before dissolving.


Uncredited cast[]


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.


  • The Doctor argues with Clara's naming of the Sandmen, saying that he does the naming. He complains that "it's the Silurians all over again."
  • The sleep deprivation pods are named Morpheus after the Greek god of dreams.
  • The Doctor can tell the century and the week-day by wetting his finger and touching his ear.
  • The Doctor mentions "the Great Catastrophe".
  • Grunts are artificially grown human soldiers.
  • Rassmussen said he would transmit his video to the whole Solar system.

Culture from the real world[]

  • The Morpheus pods play a hologram of four female singers performing the song "Mr. Sandman", and is used as a key on the security system. Clara also hums the first few bars as she tells the Doctor where she got the name "Sandmen" from.
  • The Doctor recites the lyrics "Part of the furniture?" from the song "Consider Yourself", featured in the musical Oliver!
  • The Doctor quotes from Macbeth, and mentions Shakespeare.
  • The presenter says there will be no more Rip Van Winkles, referring to the syndrome of too long sleep, and there will be a new generation of Wide-Awakes.



Story notes[]

SleepNoMore special titles

The Doctor Who title logo used for the episode.

  • This is the first televised episode of Doctor Who to carry no opening titles. The episode title and writer credit were instead placed at the start of the closing credits. The Big Finish audio story LIVE 34 previously utilised a similar format of presentation, with no titles or credits whatsoever. However, when Rassmussen's initial video footage ends, the series title appears in the form of a code. All characters' names, as well as the space station's name all, appear in the code, as does the word "Who". The words "Doctor" and "Who" (which are highlighted) intersect with that of Clara Oswald.
  • The story is notable for using the found footage format, and for using elements of a first-person monologue told by Professor Rassmussen.
  • 474 was originally a cisgender woman. In a first for the series, she was played by the transgender Bethany Black.
  • The Doctor states he sleeps "when you aren't looking." At the time, he was looking at Clara, whose point of view was being shown to the audience, cleverly getting around the normal fourth wall break.
  • A working title for this episode was The Arms of Morpheus.
  • The Radio Times programme listing was accompanied by a small colour head-and-shoulders shot of a helmeted Nagata, with the accompanying caption "Doctor Who / 8.15 p.m. / Found footage shows what fate befell the rescue mission led by Nagata (Elaine Tan)".
  • This was Mark Gatiss' first script to be set in the future, and he was keen to paint a society which would be distinctly different from that of contemporary Earth. Having recently taken trips to Japan and India, he imagined the product of both cultures blending together over the course of centuries.[2]
  • The Doctor mentions "The Great Catastrophe". After the airing of this episode, Mark Gatiss confirmed it was a reference to Frontios.[2]
  • Mark Gatiss was originally going to write a sequel to this episode in Series 10, however due to it being his last series he wrote Empress of Mars instead, saying it was the story he had always wanted to write.
  • The space station is named after Urbain Le Verrier, the French mathematician who predicted the presence of Neptune from oddities in the orbit of Uranus.
  • This is the only episode in series 9, that isn't considered part of a two-parter or three-parter.
  • The scene involving a fire on the space station was shot by controlling the fire off-set and removing part of the set to allow the heat to rise. This was first indicated on 27 February 2016 in an enhanced version of the episode as part of The Doctor's Notes promotion that aired on BBC America.
  • Discounting cliffhangers and stories that form part of ongoing story arcs, this is the first standalone episode in which a villain actually prevails over the Doctor since the First Doctor era.
  • According to an interview she gave on the US chat show Conan in September 2015, and later during her June 2016 Q&A panel with Peter Capaldi at the Washington DC, AwesomeCon (as well as in numerous interviews in 2016), Clara's TARDIS key is now in the possession of Jenna Coleman.
  • Reece Shearsmith, at the time of his appearance in the episode, was the co-star/creator of the dark comedy series Inside No. 9. The live Halloween special "Dead Line" also broke the fourth wall . (Jenna Coleman would guest star in the episode "Death Be Not Proud" in 2020.)
  • Clara impresses the Doctor with her knowledge of Morpheus, the God of Dreams. In 2022, Jenna Coleman would appear in The Sandman, playing a character who interacts with Morpheus, the God of Dreams. (The later series also invokes the song "Mr. Sandman", which is featured in this episode).
  • Mark Gatiss wrote the role of Gagan Rassmussen with Reece Shearsmith in mind. The two had previously been members of The League of Gentlemen, plus Shearsmith had previously portrayed Patrick Troughton in An Adventure in Space and Time.
  • Mark Gatiss got the idea for this episode while suffering from insomnia. His thoughts turned to the rheum made of mucus and skin cells that often formed near a person's eyes as they slept. This “sleep” was often said to be left by the Sandman, a character in European folklore who induced slumber with a sprinkle of magical dust. He pondered whether it presented an opportunity to follow Steven Moffat's example of turning such a common phenomenon into the basis for a Doctor Who adventure.
  • Mark Gatiss had the idea in 2010, but he struggled to make the narrative work, and he eventually moved on to other concepts.
  • Mark Gatiss originally envisioned this as two-part episode in which the “Wideys” or “Wide Awakes” used a machine to drastically abbreviate their need to sleep. They were pitted against the “Rips”, named after the title character of Washington Irving's 1819 short story Rip Van Winkle, who fell asleep for twenty years after meeting a group of strange men in the mountains near his home. For younger viewers, Gatiss imagined that the machine would cause the Wideys' rheum to evolve into monstrous Sandmen. The first episode examined the aftermath of the Sandmen's creation, after which the Doctor and Clara would travel back in time to witness their origins in the second installment. However, Steven Moffat advised Gatiss that this structure would be too similar to Under the Lake/Before the Flood.
  • Mark Gatiss intended the adventure to be a satire on capitalism and the constant creep of work responsibilities into an employee's every waking hour.
  • Searching for a new angle on the material, Mark Gatiss observed that the series had not yet pursued a “found footage” format.
  • Mark Gatiss wanted events to culminate in just a partial victory for the Doctor; Steven Moffat appreciated the opportunity to show that the Doctor was not infallible. This approach would also provide Gatiss with a set-up for a potential sequel, in which he could return to the more satirical narrative he had originally envisaged.
  • In the original draft, Rassmussen used the alias “Bell” during his initial interactions with the time travellers and the rescue team, only acknowledging his true identity when he revealed himself to be alive at the adventure's climax. The Sandmen were also able to take the form of carnivorous dust clouds. Their victims were kept in a state of near-death, cocooned in webs on the station's ceiling, and it was their perspective that provided much of the story's footage.
  • 474 was originally called Babu.
  • The episode formed Block Seven of season nine. It was initially part of Block Five along with Face the Raven, until it was decided to split the episodes up. This meant that the episode would see Jenna Coleman's return to the series after almost a month off, during which Peter Capaldi recorded Heaven Sent, in which he effectively carried the action on his own.
  • During the readthrough, producer Nikki Wilson agreed to voice the lines assigned to the Le Verrier computer. Having been an actress early in her career, Wilson was delighted with the experience and, since nobody had yet been cast in the role, it was agreed that she would also provide the dialogue, uncredited, in the finished episode.
  • Filming in the corridors at Roath Lock Studios was interrupted by a fire alarm.
  • A working walk-in freezer at Wild Water Cold Storage, on the Queen Alexandra Docks in Cardiff, was used for the scenes of the Doctor, Clara and Nakata eluding the Sandmen, with breaks scheduled after each take to ensure that no one suffered unduly from the frigid environment.
  • A lifelong fan of the series, Bethany Black had previously starred in Russell T Davies' series Cucumber and Banana.
  • In order to get the character point of view, the camera operator dressed up as character, held props, and would recite lines of the character he was portraying.
  • Mark Gatiss said about the episode: "Well, I've had this story in my mind for a long time. It's set in the future. It's all from different points of view, which has not been done before on Doctor Who. It's been quite a challenge to make because you have to break a lot of the usual rules in terms of what you can actually show. Anything you can do to shake the format up is very exciting and that's what we've done."


Filming location[]

  • G24 Power, Newport
  • Fillcare Manufacturing Plant, Pontyclun
  • Wild Water Cold Storage, on the Queen Alexandra Docks in Cardiff

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.

to be added


Home video releases[]

DVD & Blu-ray releases[]

  • Sleep No More was released as part of the Series 9, Part Two DVD and Blu-ray boxsets in region 1/A on 26 January 2016, in region 2/B on 4 January 2016 and in region 4/B on 13 January 2016,
  • It was later released as part of the Complete Ninth Series DVD and Blu-ray boxsets in region 1/A on 5 April 2016, in region 2/B on 7 March 2016 and in region 4/B on 9 March 2016.

Digital releases[]

  • In the United Kingdom, this story is available on BBC iPlayer.

External links[]