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The Doctor Falls was the twelfth and final episode of series 10 of Doctor Who.

It saw the departures of both Bill and Nardole, and the events leading to the Saxon Master's regeneration into Missy, with the Master being mortally wounded by his female successor. However, he in turn kills her, bringing an apparent end of the Master's life. The episode also explained the different and conflicting origins of the Cybermen appearances, citing it to "parallel evolution".

Expanding on the Twelfth Doctor's regeneration teased in the previous episode, World Enough and Time [+]Steven Moffat, Doctor Who series 10 (BBC One, 2017). it saw him mortally wounded in battle against the Cybermen. However, the Doctor managed to postpone the change, expressing how he was sick of "always having to be someone else", leading into the arc of the next episode, Twice Upon a Time [+]Steven Moffat, Doctor Who Christmas Special 2017 (BBC One, 2017).

Most notably, the final scene of the episode featured the unexpected return of the First Doctor, now portrayed by David Bradley, in a scene set during the events of The Tenth Planet [+]Kit Pedler and Gerry Davis, Doctor Who season 4 (BBC1, 1966). itself, the first time an incarnation of the Doctor from the classic series had appeared in a regular episode since the series was revived in 2005 and not been played by his original actor. Bradley had previously portrayed William Hartnell in the docudrama An Adventure in Space and Time [+]Mark Gatiss, An Adventure in Space and Time (BBC Two, 2013)..

In 2023, despite The Doctor Falls together with World Enough and Time ranking as the most popular Twelfth Doctor TV story ahead of Heaven Sent [+]Steven Moffat, Doctor Who series 9 (BBC One, 2015). in a poll by Doctor Who Magazine,[1][nb 1], a later DWM poll that year with a shortlist of 37 finalists including the two aforementioned stories declared World Enough and Time/The Doctor Falls the second most popular TV story of the first 60 years of Doctor Who, behind the winner, Heaven Sent.[2]


As he struggles to resist regenerating, the Twelfth Doctor prepares to make a last stand against the ever-growing army of Cybermen. However, with Bill still a Cyberman, and Missy gradually turning to her old wicked ways as the Saxon Master reminds her of who she used to be, can the Doctor convince his old friend to finally be good before he falls?


The episode opens on a group of farmers, adults and children, on Floor 0507 facing against the prototypes from Floor 1056, dubbed "scarecrows", shooting them down by night to then restrain them on wooden crosses by day. A school child named Alit is out in the field one morning when a shuttlepod blasts through the ground, crashing near her. As the smoke clears, a Cyberman emerges from the wreckage carrying an unconscious Doctor.

Sometime earlier, the Doctor awakes on top of the hospital, now restrained in a wheelchair, soon recalling how he was subdued by Missy and the Saxon Master, while Nardole fled. The Master and Missy dance and flirt, with him asking if she's his next incarnation; Missy guesses she is as she can't remember what caused her to regenerate. The Master is stunned: "I'm going to turn into a woman, and you can't remember it happening?" Missy wonders if she is a woman; the Master confirms it. Though the Master doubts it, the Doctor begins deducing what he's been up to since he vanished while blasting Rassilon with his life energy.

Upon getting back to Gallifrey, the Time Lords, grateful for the Master's help in preventing Rassilon from executing The Final Sanction, properly restored his body. With that done, the Time Lords kicked him off Gallifrey. However, the Master stole a TARDIS to go back into the universe; so he considers it a mutual being kicked out. After that, the Master landed on the colony ship, lived like a king and killed people at his leisure. However, the colonists eventually overthrew him and the Master attempted to flee. However, as his TARDIS was on the last level, too close to the event horizon, it burned out his dematerialisation circuit and left him stranded. "You never could drive could you?" the Doctor asks.

The Doctor Falls Any Requests Master

Both Missy and the Master wonder how to punish the Doctor

Both the Master and Missy are insulted; she asks her earlier self if he has any requests as to how to torture the Doctor. The Master suggests dropping the Doctor off the roof; Missy is against the idea, saying that they'd be "up and down the stairs all night" because she doesn't know how many regenerations the Doctor has. Missy and the Master look over the roof, seeing people march like mindless sheep into the hospital to be turned into Cybermen. They taunt their old friend by telling him of their plan of the Cybermen converting all the humans on the ship. Missy asks the Doctor if he's impressed. They mockingly call the Doctor "granddad", reminding him that Bill is now a Cyberman.

The Doctor tells them that after all this time if they still think they're winning when he's in the room, they're missing something obvious. Hearing the Cybermen advancing, Missy looks over the ledge and quakes in horror; the Cybermen are coming for them. The Master is confused, as these Cybermen are primitive and shouldn't even be attempting to convert non-humans.

The Doctor explains that when he was knocked down by Missy, he altered the signal of the Cybermen so they would convert two-hearted beings as well, hence why they are now focusing on the Time Lord's presence. The Masters panic, Missy frantically using her sonic umbrella to lock a metal door to hold back advancing Cybermen while the Master uses his laser screwdriver to destroy advancing Cybermen. The Doctor brags that he is the only one who is able to stop so many Cybermen at once. Realising this, a conflicted Missy knocks the Master out and frees the Doctor from his restraints. The Doctor starts wondering which side she is on to which she admits her indecisiveness as she is confused and her other half is unconscious.

The Doctor uses his sonic screwdriver to contact Nardole, who reveals he has commandeered a shuttlecraft. Nardole lands near the roof to help escape, but the Doctor is grabbed and electrocuted by a Cyberman before he boards. Missy tries to save him using her other self's laser screwdriver but Bill, in her cyber form, intervenes first, destroying the Cyberman with a blaster based on her head and the Doctor recognizes her before collapsing to the ground unconscious. Missy and the Master try to convince Nardole to abandon the Doctor "The Doctor's dead; he told me to say he always hated you," they both say. However, Bill prevents the shuttle from leaving, grabbing the ladder until they rescue him. The Doctor regains consciousness and promises Bill that he will find a way to return her to normal.

They escape to Floor 0507, where time moves slower. They find themselves on a solar farm, the Master deducing such by the holographic sky, where some of the humans and a large number of children protect themselves from the early Cybermen prototypes from Operation Exodus. Nardole approaches Alit, declaring they will need her help. They spend two weeks there while the Doctor recovers from his injuries.

The Doctor Falls Cyberman Mirror

Bill discovers her true appearance.

Bill awakes in the barn, unsure why the villagers are scared of her, concerned why she can't see the Doctor. When given a mirror by Alit, she becomes horrified to discover she was converted into a Cyberman. Alit goes to run but bumps into the Doctor who thanks her for being kind to Bill, offering her a jelly baby as she leaves. The Doctor has somewhat recovered, though he still has a scar from where he was hit by the Master and is clearly in a lot of pain but trying to hide it.

Trying to console Bill, she gradually realises that though she thinks she is human, she is still a Mondasian Cyberman in appearance. She grows angry, the Doctor backing away as Bill accidentally triggers the blaster on her head, igniting the door on the barn, causing an explosion. Nardole, who has been preparing the town for the oncoming Cybermen despite one woman saying he has been working them too hard, passively tells the farmers not to worry; they have an upcoming war to focus on.

Bill sheds a tear when she realises the humans are frightened of her, and the Doctor wipes it away, noting it unusual. The Master tells the Doctor that he and Missy have been working on something, and pauses briefly to mock Bill, chastising the Doctor for still referring to her as a female and taunts how he hated the time he had to spend with Bill as "Razor". He stops because Bill claims he is not upsetting her, though she cries beneath her mask when he leaves. The Doctor finds it odd she is still able to shed tears. While traversing after the Master, the Doctor struggles to walk, limping heavily. He briefly stumbles against a tree, regeneration energy attempting to trickle from his hand (revealing that his electrocution by the Cyberman on the roof was fatal, and his body is preparing to regenerate). Wanting to not worry Bill, he draws up a stick and carries onwards but Bill is still distraught that the Doctor can't fix her current condition, the Doctor responding "where's there's tears; there's hope."

They soon reach the middle of a forest, just after the Master and Missy theorise they can't retain their memories as their timelines are out of sync. Missy briefly displays empathy for Bill's condition, something the Master finds disgusting. Missy reveals she has discovered a camouflaged lift in the nearby forest, with which she suggests they can escape to Floor 0000, using her sonic umbrella to call it. However, the Doctor declares that there will no doubt be a Cyberman in the lift waiting to find their floor, as the lift was taken to the bottom by them previously. Understanding this, Bill orders them to stand aside, the Doctor convincing the two Masters to do so.

The three Time Lords prepare behind Bill, drawing their respective devices. As guessed, the lift brings up an advanced Cyberman from the lower floor, Bill speedily firing on it with her cyber blaster, the Master following likewise with his laser screwdriver as the Doctor and Missy use their sonic devices to slow its advance with a barrier. After several seconds, they disable it.

With their position given away, the Master and Missy both wish to use the elevator to go to the bridge and escape in the Doctor's TARDIS, but the Doctor informs them that the time differential between top and bottom of the ship would give the Cybermen ample time to stop them, meaning there isn't a safe way to return to the TARDIS. The Doctor figures that the Cybermen will now have much more time to plan, given they now know what floor they reside on, they must prepare for a battle. He returns to the village, revealing the alarm they now hear is the Cybermen's warning from the lower floors. Using a computer, Nardole discovers that the floor below this one has many fuel pipes that he can detonate as weaponry against the Cybermen, briefly testing such by blowing up a windmill, stunning the villagers; the Doctor remarks that they can use such to confuse the Cybermen and make them believe they are stronger than them. The Doctor finds a conduit to another solar farm on a higher floor that can be used to evacuate the children, having Bill blast it open, knowing this is a fight they will likely lose.

Meanwhile, the Master and Missy decide to leave and plan to find the Master's TARDIS at the lowest floor, though the Master reveals he broke his TARDIS. Missy tells him that a long time ago angry woman pushed her against the wall and told her to always keep a dematerialisation circuit on hand, though she doesn't remember the woman very well. While recalling the story she shoves the Master against the wall, revealing herself as the one to convince the Master to carry the circuit. The Master says "Is it bad that I.. er-" hinting at a slight sexual arousal of his future incarnation, but Missy just retorts that it's very wrong. Night falls, the Doctor standing guard outside the house. Inside, a woman attempts to flirt with Nardole as he works on his computer, only to turn around and shoot at Bill, falsely thinking her a hostile Cyberman. She leaves distraught, going outside to find the Doctor. The first wave arrives, Nardole and Alit preparing to combat them, successfully tricking them that an apple was capable of destroying an entire group of them. They retreat to the house, now understanding the Cybermen will likely return to outright destroy them next time rather than merely capture them for conversion.

Meanwhile, the Doctor notices the two Masters trying to leave and runs after them. He pleads for them to be by his side to help. He gives an emotional and passionate speech on why he helps people, since it isn't easy or always going to work, it is just the right thing to do, as saving people would just be kind. The Master ridicules the idea, saying that he didn't listen to a word the Doctor said. However, Missy was somewhat moved by the Doctor's speech, agreeing that being the Doctor's friend was what she always wanted. However, after briefly grabbing each other's hand, she sides with her predecessor. At the lift, Missy tricks the Master into dancing with her. She tells her past self that she enjoyed her time as him, however she pulls out a knife and fatally stabs him, forcing his next regeneration, though she makes the wound "precise" so that the Master will have enough time to reach his TARDIS before regenerating.

Missy Dies The Doctor Falls 2

Missy seemingly dies from the Master's strike.

Gradually dying, the Master compliments her, glad they haven't lost their touch. Missy tells her proud past self that he deserved nothing less than her best. After helping him into the elevator, Missy announces she will return to help the Doctor, turning to walk away as her predecessor shouts at her to not go. Missy tells her past self that this is where all the scheming, killing and egomania has led them: standing with the Doctor.

Unable to accept that his future self will side with the Doctor, the Master draws and fires his laser screwdriver at full blast, causing Missy to collapse on the ground, fatally wounded. He claims the strike has disabled her regeneration, commenting that it is the perfect ending, with them both shooting themselves in the back. They both laugh as the Master descends in the lift and Missy seemingly dies.

An initial wave of Cybermen arrive, but using Nardole's tricks with the explosives, they are able to make the humans appear more powerful, forcing the Cybermen to retreat and develop a new plan, giving the humans more time. Back at the house, and against Nardole's protests, the Doctor downloads the plans for the floor into his sonic screwdriver and sends him to help evacuate the children, intending to stay alone to fight the Cybermen. Nardole resists, having deduced the Doctor is going to commit suicide by detonating the entire floor in a last-ditch attempt to destroy as many Cybermen as possible. The pair argue over who really should die, Nardole reasoning he can't, given how he was before meeting the Doctor even though the Doctor tries to reason that he should stay as he is already dying. The Doctor eventually convinces Nardole that helping the children will be his penance for the crimes he committed before they met, as he is the stronger of the pair. Nardole jokes he will name a farm after him. Bill also insists on staying with the Doctor despite Nardole trying to tell her otherwise. As he leaves with the humans, Nardole admits that he will never be able to find the words for Bill and the Doctor's sacrifice.

The Cybermen attack the Doctor (The Doctor Falls)

A Mondasian Cyberman killing the Doctor with its energy beam.

With all the humans evacuated, the Doctor and Bill prepare for a last stand, each deciding to charge into opposite ends of the forest. Bill says one last goodbye to the Doctor, even joking briefly about her sexuality, assuring him she had still retained her humanity. They face the oncoming wave. The Doctor ignites several of the Cybermen, listing the numerous times he has defeated them while doing so. However, he is inevitably surrounded and receives a full strike from one Cyberman's laser beam. He declares he is the Doctor but the Cybermen retort they have no need for a doctor anymore, firing at him again. Falling to his knees, he prepares to ignite the floor but is struck again, the blast proving fatal enough that his body attempts to regenerate. Refusing to give in, he holds it back and ignites all the pipes below the floor, engulfing it all in a wave of destruction, destroying all the Cybermen.

Above on floor 0502, Nardole waits outside of one of the lifts, hoping the Doctor and Bill will return, however, Alit convinces him to move on and focus on living with them now, mentioning that Hazran has a crush on him to which Nardole smiles and retorts 'Well she's only human...'

Back downstairs, the floor is now a wasteland scattered with destroyed Cybermen. Bill, barely functioning but with her personality mostly restored, finds the Doctor severely wounded. She mourns over the Doctor's body but suddenly finds herself out of the Cyberman suit, seemingly human. She looks up and sees Heather, emerging from a nearby puddle. To prove to Bill that she isn't dead, she and Heather share a passionate kiss, when Heather reveals she converted Bill to a form of being like her. At Bill's request, they take the Doctor's body to his TARDIS, and Heather, as the Pilot, sets the controls for the TARDIS heading to a new location, while offering Bill the choice to return to her old life or to live out a new one with her, travelling the universe. Before leaving, Bill sheds a tear on the Doctor, but does not wipe it away, saying "Where there's tears, there's hope." She walks over to Heather and the reunited lovers walk out of the TARDIS into space, off to travel the stars.

The Doctor's wounds heal as he dreams of Bill and Nardole, yelling for him. He then dreams Rose Tyler, Martha Jones, Captain Jack Harkness, Donna Noble, Madame Vastra, Jenny Flint, Sarah Jane Smith, Amy Pond, Clara Oswald and River Song calling out his name. Twitching, the Doctor then dreams Missy saying his name and he awakes, gasping for air. Seeing that he's begun regenerating, a confused Doctor mumbles some of the last words of his other incarnations. Yelling "No!" with all his might, the Doctor suppresses the complete regeneration. "I can't keep on being somebody else" the Doctor cries out as the TARDIS lands.

He tells his TARDIS that it doesn't matter where it's taken him; he won't listen to whatever kind of lesson that it's trying to teach him. The Doctor steps outside into an arctic landscape. Out in the snow, the Doctor resists the process screaming and shoves his fists into the snow, again stating he will not change.

The Doctor Falls First Doctor

The Doctor meets a familiar face in the arctic.

Suddenly, in the distance hears a voice stating the same words of not changing, finding the idea ridiculous. The Doctor calls out, asking for the person to identify himself. The stranger asks for the Doctor's identity, which he confirms. The stranger replies that while the Doctor may be a Doctor, he is "the Doctor. The original, you might say". Much to the Doctor's shock and surprise, the stranger steps forth to reveal himself as his first incarnation...




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.



  • Nardole shouts "Remember the Alamo" when getting the farmers to work.
  • When the Doctor hands Alit an apple, he refers to it as "tempting", a reference to Humanity's first sin according to the Bible.




  • Nardole again implies he is a cyborg.

Food and beverages[]



  • The Doctor says that Cybermen have monkey brains.
  • Nardole says he will name a pig after the Doctor.




  • The song heard when Missy and the Master are dancing on the rooftop is "Midnight, the Stars and You" by Al Bowlly, a song made famous by its use in Stanley Kubrick's The Shining.


  • The notion of Bill principally appearing on-camera in human form, to reflect the way that she still saw herself, was influenced by Quantum Leap, in which the same approach was employed for body-hopping time traveller Dr Sam Beckett.
  • Rachel Talalay noted that the solar farmers' plight owes a lot to The Night of the Hunter; both have a farmwoman protecting innocent orphaned children from a nigh-implacable foe. The Doctor sitting in the rocking chair with a shotgun, keeping vigil in the night, is a direct reference.

Story notes[]


An Explosion of Cybermen - Doctor Who Series 10

Explosions in Caerwent, and Cybermen on trampolines.


Steven Moffat & Rachel Talalay - The Aftershow - Doctor Who The Fan Show

This episode's Aftershow on Doctor Who: The Fan Show.

  • The final segment of the episode, where the Twelfth Doctor meets the First Doctor in the snow, was filmed only two weeks before World Enough and Time aired, as part of filming of the Christmas special. Post-production on that scene was completed in the short time left; a week before The Doctor Falls aired, Steven Moffat stated that the final version was still being worked on. The Doctor's near-regeneration outside the TARDIS had to be completed in time for World Enough and Time, a week beforehand.
  • The Doctor's mention of Marinus as a planet on which the Cybermen originated (COMIC: The World Shapers) is another rare instance of the TV series directly referencing non-televised material.
  • This episode removes any contradiction that had previously revolved around the various Cybermen origin stories, by having the Doctor call all instances parallel evolution.
  • On original broadcast on BBC Scotland HD, a technical fault led to sound problems which rendered the dialogue inaudible for the final five minutes: from Bill leaving the TARDIS to the end credits.[3]
  • This is the first season finale in the revived series and the only episode of Series 10 to feature no scenes on present-day Earth.
  • When the Doctor is dreaming of his recent past companions calling him, he sees Clara Oswald. Though fans assumed it meant his memories of her were back, it was later revealed that he didn't have them back properly until the Testimony restored them as a gift before his regeneration.
  • All three season finales during Peter Capaldi's tenure as the Doctor featured Cybermen.
  • This episode, along with its previous part, was ranked as Doctor Who Magazine readers' favourite Twelfth Doctor story in their 60th anniversary poll of 2023. [1] The same set of polls, however, ranked the two-parter the readers' second favourite in a list of 37 finalists.[2]
  • According to Steven Moffat, Peter Capaldi made a change to the Doctor's speech: "When Peter was performing it, he made a very bold actor decision. The Doctor says, "When I say no, you turn back around". At which point in the script, it said, "Such is his force, they stop and find themselves turning around". Peter said, "Can I not do it that way? Can I fail to make them turn around, so that I have to run around in front of them? I don't want to be pompous. It's not The Zygon Inversion, where I am putting on the swagger"...What Peter wanted to do, is it's ripped from his very soul!".
  • This was meant to be the end of Steven Moffat and Peter Capaldi's tenures, with Chris Chibnall expected to take over in the Christmas special. Moffat later learned that Chibnall actually planned to skip the special and that the BBC wouldn't commission any more Christmas specials if one were skipped and the annual tradition abandoned.
  • Steven Moffat felt that Missy's redemption had to have a tragic end, and he decided that this would most appropriately come to pass if an earlier incarnation of the Master was the architect of her downfall.
  • Peter Capaldi had long spoken of his interest in facing the original Mondasian Cybermen, so Steven Moffat decided that Bill would be transformed into one of these early Cybermen. Moffat was less convinced than Capaldi about the effectiveness of the Mondasian versions, but the rapid passage of time would allow them to evolve into the forms introduced in Rise of the Cybermen and Nightmare in Silver.
  • The farm's location on Floor 507 was a tribute to Russell T Davies, who often included the number 57 in his scripts; for instance, this was the number of years which the Tenth Doctor asserted Rose Tyler had aged in Doomsday when he was feigning that Jackie Tyler was actually his companion, or the number of times the Eleventh Doctor tells Clyde Langer he can regenerate in Death of the Doctor.
  • The First Doctor's appearance at the closing moments was inspired by comments Peter Capaldi had made at the New York Comic Con, when he suggested that David Bradley could play the First Doctor, as he had played William Hartnell in An Adventure in Space and Time.
  • This two-parter formed Block Seven of season ten.
  • Llanvetherine Court in the village of Llanvetherine was chosen as a location because it offered a wooden barn which suited Rachel Talalay's vision of Floor 507, and, briefly on the first day, Floor 502, as being akin to the homesteads of the American west during the early twentieth century. Temporary modifications were correspondingly made to the Georgian farmhouse.
  • For the regeneration, Steven Moffat had hoped to incorporate clips from the classic series.
  • Amongst dialogue trimmed from the episode was Nardole's revelation to Hazran that he had wiped all memory of the first twenty years of his life, for reasons that he could no longer recall.
  • The timeframe to complete the transmission version of the finale was extremely tight, with changes still being made in the week preceding its broadcast.
  • Steven Moffat told The Radio Times that he and Russell T Davies considered pranking Chris Chibnall by telling him that this story would end with Missy being pregnant.
  • Michelle Gomez and Samantha Spiro had previously appeared in the Bad Education episode "Fundraiser".
  • Nardole's plaid coat was the same one worn by Bob Hoskins in the 2012 film Outside Bet. It was provided to both productions by costume designer Hayley Nebauer. The coat is now in the hands of a private collector.


  • 3.75 million (UK overnight figures)
  • 5.32 million (UK final)[4]

Filming locations[]

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.
  • After Bill blows up the barn, a cameraman is visible on the edge of the shot.
  • In the forest scenes, several pieces of camera equipment are somewhat visible, such as a dolly and a tripod.
  • When the perspective changes away from Bill as she approaches the lift, showing her as a Cyberman again the typical stomping sound of the Cybermen is absent.
  • The Doctor's memory of Madame Vastra saying his name is from the conference call that took place in The Name of the Doctor, however the Doctor was not present for the conference call. This is also true of Sarah Jane Smith saying his name at a moment he wasn't around to hear.


Home video releases[]

DVD & Blu-ray releases[]

  • This episode was included in the Series 10, Part Two DVD and Blu-ray boxsets in region 1/A on 12 September 2017, in region 2/B on 24 July 2017 and in region 4/B on 16 August 2017.
  • This episode was also released as part of the Complete Tenth Series DVD and Blu-ray boxsets in region 1/A on 7 November 2017, in region 2/B on 13 November 2017 and in region 4/B on 29 November 2017.

Digital releases[]

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

External links[]



  1. Polls by DWM are statistically invalid, as they do not feature a random sample of people. Respondents choose to participate on their own initiative, and are made aware of the poll because they subscribe to or at least frequently buy DWM. Thus, the poll is clearly weighted towards Doctor Who fans who are also residents of the United Kingdom. The views reflected almost certainly do not represent the "casual" viewer of Doctor Who, non-English speaking fans, or other groups of fans who simply don't read or have access to DWM.


  1. 1.0 1.1 DWM 594
  2. 2.0 2.1 DWM 597
  3. Tomlin, Jack (3 July 2017). BBC apologises to Doctor Who viewers after the sound cut out during finale broadcast. Digital Spy. Retrieved on 3 July 2017.
  4. Ratings DW