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The Rebel Flesh

The Rebel Flesh was the fifth story of the sixth series of Doctor Who. Like many previous stories, it saw the Doctor duplicated. It was the second time that the Eleventh Doctor was copied following The Eleventh Hour. It introduced the Flesh concept to the Whoniverse and showed the Doctor had an ulterior motive for wanting to get rid of Amy and Rory for a while.

It marks yet another time the Doctor has tried to make peaceful negotiations with humans and another species, but failed due to one side taking a life. This previously happened in Cold Blood of Series 5.

It was notable for the first use of motion control cameras since The Mysterious Planet. It contained the first instance of motion control use on actors rather than inanimate models in Doctor Who history.


On an island, factory workers Jennifer, Buzzer, and Jimmy move through the monastery. In a small chamber containing one large, circular vat filled with acid, they wear acid suits to protect themselves. Jennifer is perplexed by the acid readings. Buzzer teases her. In response, she hits his leg, and he falls into the vat. Jennifer and Jimmy seem more concerned about the loss of the acid suit. As they leave, Buzzer enters the hallway they’ve begun walking down and angrily confronts them. He is still seen melting in the vat of acid.

In the TARDIS, the Eleventh Doctor scans Amy for pregnancy and continues to get uncertain readings. At the same time, Amy and Rory are playing darts while listening to music being played from the console. The Doctor asks Amy and Rory if they’d like to go for fish and chips while he takes care of something else. Amy objects to being dropped off. Before this issue can be resolved, the TARDIS is hit by a solar tsunami and forced to land on the factory island in the 22nd century. Noticing an exposed supply pipe, the Doctor deduces that the factory is responsible for pumping deadly acid to the mainland. They enter the monastery, trip an alarm and flee to a chamber where they spot five harnesses. Four are occupied by sleeping workers. The factory’s “security” quickly surrounds them and the time travelers realize they are exact doubles of the people sleeping in the harnesses. Claiming to have been sent by the meteorological department, the Doctor warns them that a solar flare — bigger than the one they’ve just survived — is on its way. They’re all in danger. The foreman, Miranda Cleaves, appears unconcerned. The Doctor requests to see her “critical system.”

Cleaves leads the travelers to a vat of Flesh — fully programmable matter which can replicate any living organism. All of the workers in the room, apart from Jennifer, are Flesh “Gangers,” controlled by the real people who are sleeping in the harnesses. The site is far too dangerous, and they were losing workers every week; therefore, the military commissioned the creation of the Gangers, who could mine the site and interact with the acid without putting anyone in danger. The Doctor is concerned by their low opinion of the Flesh, but intrigued by its function; he scans it with the sonic screwdriver and reaches out to touch it. He grimaces in pain and says that it felt like, while he was scanning it, it was scanning him. Jennifer is ordered to her harness by Cleaves; a small amount of Flesh pours into a tub attached to it. Eyes and a mouth form as the Flesh compresses into Jennifer’s shape and color begins filling in. After Jennifer’s Ganger emerges, the Doctor jokes, “I see why you keep it in a church; the miracle of life.” The Doctor reminds Cleaves of the impending solar flare, but she refuses to allow her team to leave the island.

Investigating with Amy and Rory, the Doctor notes that the factory runs on solar energy; when the wave hits, there will be a debilitating power surge. Determined to prevent it, the Doctor heads for the roof to deactivate the weather vane, which absorbs the solar energy; however, despite his best efforts, he arrives too late and is knocked unconscious, falling to the ground as the solar storm hits. The acid pipes burst and leak everywhere, eventually causing the TARDIS to sink below ground. As the power surges, the Gangers flicker between their full human forms and semi-Flesh forms.

The Doctor awakes to see the weather vane gone and its stump smoking. Going off in search of the others, he finds Cleaves, who is deeply shaken and concerned for her team. They move back into the monastery, with the Doctor asking Cleaves how long they’d been unconscious; when she replies a few minutes, he insists that it has been at least an hour, and that a lot could happen in an hour. Amy and Rory awake on the floor of the Flesh room and return to the harness chamber, where they find the rest of the team shaken after the power surge. Jennifer is in a state of shock, and Rory comforts her. The Doctor and Cleaves eventually join them. Cleaves informs the group that the Gangers should have melted into their pure Flesh forms, but the Doctor is uncertain — especially as Jimmy’s records start to play throughout the monastery. It seems that the Gangers are controlling themselves now.

The group runs to the dining hall, which has been ransacked; the Doctor explains that the Gangers were merely searching for confirmation of their identities. The group has trouble accepting this and believe themselves to be in danger, with Buzzer citing previously recorded cases of Gangers going crazy; however, the Doctor shrugs this suggestion off. Seeing a house of cards Buzzer says was a trick taught to him by his grandfather, the Doctor explains that Buzzer’s Ganger was taught by his grandfather as well; they have the entire identities of who controlled them in their heads. Jennifer begins to feel ill and rushes to the toilets, closely followed by Rory. In the toilets, Jennifer vomits up Flesh while Rory has his back turned; terrified to realize that she is a ganger, she disappears into one of the cubicles. As Rory steps in front of the sink and spots the Flesh, Jennifer’s arm punches through the door of the cubicle and narrowly misses hitting Rory in the face, demonstrating tremendous elastic ability. Her neck also extends through the hole in the door, and she screams, “Let us live!” as Rory runs out of the room.rebel-flesh-group

In the dining hall, the Doctor heats up a plate of food as Jimmy suggests arming themselves against the Gangers. The Doctor wonders if Jimmy is a violent man; when Jimmy replies in the negative, the Doctor explains that there is no reason to assume his ganger will be. The Doctor hands Cleaves the hot plate, though she doesn’t react to this until he mentions that it is hot, at which point she drops it. Confused as to why she didn’t feel the heat before, the Doctor calmly explains that her nerve endings haven’t finished attaching yet, but that she’ll stabilize soon enough. Cleaves turns away; when she turns back, she reveals her Flesh form and runs out, screaming. The Doctor is also able to identify Jennifer as a ganger, though she hasn’t returned, prompting him and Amy to go off in search of Rory, guided through the dangerous monastery by Jimmy. Arriving at the toilets, the Doctor insists that the Gangers aren’t violent, but scared and angry, and he needs to talk to them if he is going to fix what has happened. They continue through the monastery, but find many of the corridors blocked by leaking acid puddles. The Doctor proposes going to fetch the TARDIS and rushes off; Amy also goes off on her own to search for Rory. Jimmy returns to the dining hall and sends Buzzer and Dicken off to retrieve the acid suits.

Rory finds Jennifer’s ganger in the locker room; she insists that she is Jennifer Lucas, not a mere factory part. She takes offence when he asks her where the real Jennifer is, and takes on full human form while yelling that she is just as real as the “other” Jennifer. Rory comforts her, accepting her and earning her trust.

On his way to fetch the TARDIS, the Doctor returns to the vat of Flesh and scans it once more before leaving. The tub fills with Flesh, and slowly, a mouth takes shape in the liquid, whispering, “Trust me.” Upon reaching the TARDIS, the Doctor is disappointed to find that it has almost completely sunk below ground; additionally, the nearby acid melts through his shoes, forcing him to abandon them and return to the monastery. Meanwhile, all of the Gangers — apart from Jennifer — have gathered in the acid room with the acid suits.

While searching, Amy is horrified to see the eye-patch woman yet again. Not long afterwards, Rory and Jennifer’s ganger discover her, and they are all joined by Buzzer and Dicken. The two factory workers are pleased to have found Jennifer, but Amy is quick to inform them that this is her ganger. Rory quickly becomes defensive, shouting that no one will touch her.

The Doctor, meanwhile, has discovered the Gangers hiding out in the acid room and convinces them to cooperate with the humans; he leads them back to the dining hall, observed from afar by a contemptuous Miranda Cleaves, who has been hiding out ever since the solar storm.

They return to the dining hall, where Jimmy, Buzzer, and Dicken interrogate Jennifer’s ganger about what she has done to the “real” Jennifer; Amy insists that they should do nothing until the Doctor arrives. And he does so right at the end of her sentence, followed by the Gangers. The Doctor requests replacement shoes and reminds everyone that the Gangers are truly alive; that destroying them is murder. Jimmy expresses some disdain until his ganger reveals his shared memories of his son’s birth; they appear to reach some sort of unspoken truce, even volunteering to go and find Jennifer and Cleaves together. However, before they can depart, the real Cleaves storms the room, brandishing a probe; Cleaves’ Ganger explains she has a complex that makes her always want to be in charge even when she doesn’t know what the hell is going on.

almostdocCleaves electrocutes Buzzer’s ganger when he advances on her to pry the probe away from her. The Doctor is furious; Buzzer’s ganger had a human heart, and Miranda stopped it. Having witnessed Buzzer’s murder, Jennifer’s ganger wrongfully loses her faith in Rory, concluding humans can’t be trusted; when Cleaves turns on her with the probe, Rory jumps on her, wrestling it away from her as the Gangers flee, terrified. The Doctor snaps at Cleaves for ruining their chances of working together, prompting Cleaves to arrogantly respond that it’s “us or them.” Returning to the acid room, Jennifer’s ganger repeats this — “us or them.”

Sensing that the Gangers will launch an attack as retribution for Buzzer’s death, the Doctor suggests hiding out in the monastery’s most secure room — the chapel, which happens to contain the Flesh vat. The real Jennifer searches for Rory, but is met with a sneak attack from above by her Ganger. Rory stops running toward the chapel when he hears Jennifer scream out. Despite Amy’s protests, Rory separates himself from the group and goes off in search of Jennifer. As the Gangers advance on the chapel, the Doctor and his companions barricade themselves inside; however, the Doctor is quick to sense someone else’s presence in the room and refuses to focus on the situation at hand. As Amy lectures him, the Doctor’s voice rings out from the shadows. A semi-Flesh ganger of the Doctor steps into the light, adjusting his bow-tie. “Trust me,” he says. “I’m the Doctor.”


The Eleventh Doctor
Amy Pond
Rory Williams