6.5. The Rebel Flesh / The Almost People

Series 6 - 2011

Writer: Matthew Graham
Produced by: Marcus Wilson
Directors: Julian Simpson and Richard Senior (6 - uncredited)
Music: Murray Gold


On an island in a monastery people in hazard suits are checking a pipe containing acid. Buzzer is securing the pipe lid. The people are joking, and Jennifer gives Buzzer a friendly punch on the arm. He loses his balance and falls in the acid. Jennifer apologises, and Jimmy is more concerned at losing an expensive suit. They leave Buzzer in the acid.

On the way back Buzzer appears and asks about what happened, and starts talking about compensation.

In the TARDIS Amy and Rory are playing Darts; the Doctor is at the console, worried about Amy's scan revealing she is both pregnant and not pregnant. The Doctor suggests Fish and Chips, and the Doctor says he will drop them off to collect. At that moment the TARDIS is caught in a solar storm, and makes an emergency landing at a 13th century monastery. An exposed pipe reveals something corrosive is being pumped off the island to the mainland. Rory can hear a Dusty Springfield song, and together they go to find the source.

The Doctor sets off an alarm. In the monastery the Doctor, Amy and Rory enter a room where people are stood inside harnesses, unconscious. A few moments later the same people enter the room. Using the psychic paper the Doctor convinces the woman in charge - Cleaves - that they are from the meteorological office, checking up after the solar wave.

The Doctor asks to see their critical systems. Cleaves takes them to a vat of 'flesh'. Flesh can be used to replicate any organism - including people. The 'flesh' people, also know as gangers, need to be controlled, which is what the people in the harnesses are doing. If a body is damaged, or dies, a new one can be replicated.

The Doctor scans the flesh with the sonic screwdriver, but gets a shock when the flesh uses that to scan him. The Doctor touches the flesh, and begins to understand what the flesh really is.

A new solar flare hits, but as nothing seems to be affected pumping continues as normal. Jennifer goes to get into her ganger. The Doctor, Amy and Rory watch as a new Jennifer sits up out of the vat of flesh. The Doctor tries to warn them about the solar storm, suggesting a bigger wave is on its way and they should leave the island. The Doctor, Amy and Rory head off to the monitoring station. The Doctor leaves to check the weather cockerel on the roof - but no before telling Amy to breathe.

Out on the roof the skies are orange with solar activity. The power systems are being overloaded, and there are explosions and acid leaks. The Doctor tries to disconnect the weather cockerel / conductor from the monastery, but feedback throws him to the roof, and all power is lost to the monastery. The Doctor recovers and finds Cleaves, out of her harness. When the Doctor asks how long they have all been unconscious she says 2 minutes; the Doctor suspects more likely an hour.

Amy and Rory recover and make their way back to the harness room, where the other people are recovering after being disconnected from the gangers. When the system shuts down the gangers return to the flesh. All the humans are in the harness room, but they can hear records being played. Cleaves says it's impossible, but it looks like the gangers are still operating.

The gangers have ransacked the crew's quarters. They now have personalities, given to them by the humans. Buzzer suggests this is like an incident on the Isle of Sheppy, where a ganger got an electric shock, became animated, and killed its operator.

Jennifer is acting strange, and when she goes to the bathroom Rory goes with her. She asks Rory to give her a minute, and she starts coughing up 'flesh'.

In the crew room the Doctor heats up a meal in the microwave. A few seconds later he gets out the hot plate, using a towel, and hands it to Cleaves, who holds on to it. When the Doctor tells her it's hot she drops the plate. She asks why she didn't feel it, and the Doctor tells her she will stabilise. Cleave's face changes as she has problems stabilising. They realise that Jennifer is also a ganger, and Amy is concerned.

The Doctor, Amy and Jimmy make their way to bathroom, but find it empty. The Doctor knows more about the flesh that he is letting on, describing it as early technology. They try to make their way through the monastery, but there are leaks and ruptured pipes everywhere. The Doctor heads back to bring the TARDIS, and Amy goes off to find Rory.

Rory finds the ganger Jennifer, and she starts talking about her memories, and about the real Jennifer. Rory asks her where the real Jennifer is, and she says she is the real Jennifer; she has the same memories and same feelings.

Outside the Doctor finds the TARDIS, but it has sunk down to its roof. The Doctor feels burning, and notices his boots are melting. He leaves then on the ground and runs back inside in just socks.

In a storage room ganger Cleaves meets up with gangers Jimmy, Buzzer and Dicken. They have the suits, giving then the advantage over the humans as they can move freely. None of the gangers have stabilised fully.

Amy, looking for Rory, finds an empty room. At the end of the room is a hatch and she can see a woman looking at her, before the hatch closes leaving only brickwork behind. Rory, and the ganger, Jennifer find Amy, followed by the real Buzzer and Dicken. Rory is protective and orders no one to touch the ganger.

The Doctor meets up with the remaining gangers, and offers to help. He takes the to meet Rory, Amy and the humans, and asks for a pair of shoes - size 10 - for wide feet. The Doctor explains that the gangers are becoming people. The human Cleaves enters the room with a circuit probe. The circuit probe carries around 50,000 volts so would work on humans and gangers. Ganger Buzzer runs towards her, and she send 50,000 volts through him, stopping his heart. The gangers instantly distrust the humans, and both sides are now at war, both using the phrase "It's us and them."

The Doctor asks about the most defensible room in the monastery - the Chapel - and the Doctor, Amy, Rory and the humans make their way there. Rory is still concerned about the human Jennifer, and goes off to search for her. Everyone else barricades themselves inside the chapel as the gangers, suited up, approach.

There is someone else in the chapel - another Doctor.

The ganger Doctor is unstable, struggling to cope with past regenerations. The Doctor helps, but is pushed away. When he stabilises the Doctor needs to know the ganger has the same memories, and starts testing with by asking questions such as what are Cybermats. In the meantime the other gangers start to use acid to eat away at the door.

Both Doctors, one in trainers one in boots, work together to find a way out of the chapel through an old pipe and into the monastery corridors. The corridors are filling with acid gas, and they head to evacuation tower which is above the gas. The two Doctors work together to restore power to the equipment in the tower, each disappearing behind consoles to fix the equipment. Once power is restored the equipment can be used to scan for Rory, and to send a distress call. Cleaves requests evacuation by the mainland, and also requests they wipe out the gangers - which both Doctors disapprove of.

Whilst waiting for help Amy sees the hatch open again in a wall, and a woman staring back. Amy tells this to the Doctor, but he asks her to dismiss it.

The ganger Doctor is able to connect to the flesh, and explains that the flesh can grow, and it's in pain and wants revenge. The normal Doctor can feel the same connection, but not as strongly. Everyone is distrustful of the ganger Doctor.

Rory, looking for Jennifer finds two Jennifers. One has an injured leg and is limping. One Jennifer has a burn on her leg. The two Jennifers fight, and one of them falls in acid. The ganger Jennifer melts. In the evac tower Amy seems Rory and Jennifer heading to the thermostatic chamber, and wants to go an get them. The Doctor suggests the ganger Doctor should go, and tosses his sonic screwdriver to him. Buzzer offers to go with him.

In the thermostatic chamber Jennifer tells Rory she can rotate the air supply to remove some of the acid. As the machinery is stiff she asks for his help, first using his hand print (it needs a human hand print) to enable the wheel. When Rory turns the wheel the underground cooling vents are turned off.

The acid is heating up, causing the monastery to become unstable. The evac tower is shaking, and as everyone leaves Cleaves tries to reroute the mainland rescue pickup point. The power fails before she can issue the code word. Instead, the ganger Cleaves takes the opportunity to reroute the rescue, guessing the code word.

Outside the ganger Doctor and Buzzer find the real Jennifer lying on the floor; she dies not long earlier. Buzzer knocks the ganger Doctor unconscious and finds ganger Jennifer in a room with other discarded gangers. When he says he knows about the real Jennifer the ganger attacks.

In the thermostatic chamber the Doctor tries to stop the acid reaction, but it is too late. The island is going to explode at some point. Outside they find Rory, who says Jennifer has told him of a unknown tunnel that leads out of the monastery, and maybe even underneath the TARDIS. Rory leads the Doctor, Amy and remaining humans to the pipe room, and ganger Jennifer locks them in. Jennifer reveals she is a ganger to Rory.

Rory is being held by the gangers, including the ganger Doctor, while the rescue ship arrives. A while ago the Doctor arranged for a call to be made to Jimmy's son, and the phone rings. When ganger Jimmy sees the video call to Jimmy's son, he runs off. Ganger Cleaves asks ganger Dicken to drain well one - the one which is trapping the humans. Ganger Jimmy opens the door to the room as acid hits the real Jimmy. The human Jimmy dies from acid burns, and asks the ganger Jimmy to take his place.

The Doctor, Amy, Rory, humans and gangers find the underground corridor, and are pursued by a shape-shifting Jennifer. Dicken goes to close a hatch but is attacked. The roof starts to cave in and the TARDIS drops through it. The Doctor and ganger Cleaves offer to hold the door shut whilst everyone else, ganger Doctor included, can escape. Amy doesn't want the Doctor to stay, and the ganger Doctor asks Amy if she would prefer him to stay. It is then that the ganger Doctor and the Doctor reveal that they changed shoes, and it has in fact been the other way round since the y restored power. The Doctor leaves the ganger with the sonic screwdriver, set to dissolve any 'flesh'. As the TARDIS departs the ganger Doctor activates the sonic screwdriver.

Inside the TARDIS any gangers are stabilised by the TARDIS energy. The Doctor takes ganger Jimmy to see his son, and takes Cleaves and ganger Dicken to the head office of the company, Morpeth Jetsan, to talk about the incident. Outside the office the Doctor tells Amy to breathe, as Amy starts to feel cramps.

The Doctor tells Rory that Amy is feeling contractions, and going into labour. The Doctor explains that he needed to know more about the 'flesh' in the early days, and that he did offer to drop them off for Fish and Chips first. The Doctor tells Rory to move away from Rory. He activates his sonic screwdriver, and Amy dissolves...

... and wakes up in another room. She can see a hatch and the woman, and she can also see she's pregnant, and about to give birth.

Regular Cast

  • Amy Pond: Karen Gillan
  • Rory Williams: Arthur Darvill

Guest Cast

  • Jimmy: Mark Bonnar
  • Buzzer: Marshall Lancaster
  • Jennifer Lucas: Sarah Smart
  • Foreman Miranda Cleaves: Racquel Cassidy
  • Dicken: Leon Vickers
  • Eye Patch Lady: Frances Barber
  • Adam: Edmond Moulton (6)
  • Double for Jimmy / Jimmy 2: Robin Bower
  • Double for Buzzer / Buzzer 2: Raki Brown
  • Double for Cleaves / Cleaves 2: Caroline Gill, Katie Jones
  • Double for Dicken / Dicken 2: David Johnston, Sam Steeper
  • Young Jennifer: Hollie Jones
  • Double for Jennifer / Jennifer 2: Mandy Floodpage
  • Doule for the Doctor / The Other Doctor: Ian William George, Andy Jones
  • Stunt double for Jennifer / Jennifer 2: Annabel Canaven
  • Female Corporates: Rachel Bond, Maria Honeker
  • Male Corporates: Eddy Martin, David Stock, Jerry Wilson
  • Voice of the Captain: Darryl Adcock

Original broadcast on the BBC

Channel Title Date Viewers Rating
BBC 1 (HD) 5. The Rebel Flesh Saturday, May 21, 2011 6:45 PM - 7:30 PM 7.35M 85
BBC 1 (HD) 6. The Almost People Saturday, May 28, 2011 6:45 PM - 7:30 PM 6.72M 86

Click here to show repeat broadcasts on the BBC


  • Upper Boat Studios: Studio 1
  • Upper Boat Studios: Studio 2
  • Upper Boat Studios: Studio 5
  • Upper Boat Studios: Studio 6

Outside Locations

  • Atlantic College, St. Donat's Castle, Llanwit Major
  • Caerphilly Castle, Castle Street, Caerphilly
  • Cardiff Castle, Castle Street, Cardiff
  • Chepstow Castle, Bridge Street, Chepstow
  • Fillcare, Lanelay Road, Pontyclun, Llantrisant
  • Neath Abbey, Neath
  • Welsh National Assembly Building, Pierhead Street, Cardiff


Part 2: When the TARDIS crashes through the underground ceiling it is not facing forwards (there is no panel or St. John Ambulance badge), but later on it is shown face on with the door open.