Black hole, 400-mile spaceship.
Time is moving faster
at this end of the ship than the other.
How much longer, Doctor?
To survive, they are what we must all become.
Please tell me you didn't.
I have been so looking forward to meeting you.
I waited for you.
Everyone under their beds! Now!
- Again? - Alit, get under your bed
and stay there.
- It's the scarecrows. New ones. - It's okay.
We'll be okay.
Save your ammo.
Wait for it. Fire!
How many times have you died?
How many different ways?
Have you burned?
I know you've fallen.
Have you ever drowned?
Have you felt the blade?
I suppose what we're really asking, my dear,
is, well...
Any requests?
So, I imagine you're the next one along then?
Oh, I think so.
I'm a bit hazy on the whole regeneration thing, I'm afraid.
You mean, I'm going to turn into a woman,
and you don't even remember it happening?
- Oh! Am I a woman now? - Well, kind of, yeah.
- Hold me. - Kiss me.
Make me. Do you two want to be alone?
Which, in your case, would mean more than it usually does.
Ugh! Grandad' 5 back.
We've been debating the best way to kill you.
Where's Bill?
Well, we thought we might chuck you off the roof
but I wasn't sure how many regenerations you had left.
Yeah, we could have been up and down the stairs all night.
Could shoot you, but that's a bit vanilla.
- Bit old school. Nice for a change. - For a change.
I said, where is Bill?
Well, if we told you that,
I'm afraid you'd be really, really upset.
So...
She's right behind you.
Look, there's Bill!
Dead, dismembered, fed through a grinder
and squeezed into a Cyberman,
doomed to spend, er, an eternal afterlife
as a biomechanical psycho-zombie.
It was hilarious.
Ten years you spent up there, chatting. You missed her by two hours.
Ripped out her heart,
threw it into a bin and burned it all away.
He's internalising.
I love it when he's Mr Volcano.
The last time I saw you, you were on your way to Gallifrey.
Well, I didn't stay. Why would I stay?
So, they cured your little condition and kicked you out.
It was a mutual "kicking me out."
Somehow, you ended up in this dump. You never could drive.
- Nah, you wouldn't understand. - Well, let's see how I do.
Your TARDIS got stuck,
you killed a lot of people, took over the city,
lived like a king till they rebelled against your cruelty.
And ever since then, you've been hiding out,
probably in disguise
Because everyone knows your stupid round face.
- Round? - It's a little bit...
Shut up!
You want to see my city, Doctor?
Do you want to see what happens
when you're too late to save your little friend,
and everybody else? See!
This used to be just a hospital.
Now it's mass production. The Cyber Foundries!
The whole city is a machine to turn people into Cybermen.
What do you think? Exciting isn't it, watching the Cybermen getting started?
They always get started. They happen everywhere there's people.
Mondas, Telos, Earth...
Planet 14, Marinus.
Like sewage, and smart phones,
and Donald Trump, some things are just inevitable.
Doctor? Doctor, have you done something?
What's happening?
People get the Cybermen wrong. There is no evil plan, no evil genius,
Just parallel evolution.
Doctor, what have you done?
People plus technology minus humanity.
The internet, cyberspace, Cybermen...
Always read the comments because one day there'll be an army.
Look! They're coming.
They're coming for us.
This doesn't make any sense!
Doesn't it?
These Cybermen are primitive,
they're programmed to... to track human beings
and convert them.
They home in on human life signs only.
You two, you should know by now,
when you're winning and I'm in the room,
you're missing something.
What have we missed?
You shouldn't have hit me, Missy.
I was waiting for my chance.
Computer, containing the algorithm defining human life signs...
I had only time to change one detail, a single number.
One to a two.
One hearts to two hearts.
I expanded the definition of humanity.
Took 'em a while to update the net but here we go,
welcome to the menu.
Now they think that we count as humans,
and they're going to fix that in a hurry.
There must be other ways up here. We can't cover them all.
You can't fight a whole city. You know the stories.
There's only ever been one way to stop that many Cybermen.
Me!
Then do it. Stop them.
Begging for your life already. That's a new record.
I'm not begging you. I'd rather die than beg you.
Luck day, then.
I can do this. They're not difficult. They're Cybermen.
Knock yourself out.
Your wish is my command.
I was secretly on your side all along, you silly sausage.
Is that true?
Don't spoil the moment.
Seriously, I need to know, is that true?
It's hard to say. I...
I'm in two minds.
Fortunately, the other one's unconscious.
Nardole, have you been useful?
Yeah, found this in the loading hay.
Shuttle craft.
Get junior up there.
You hit me really hard.
Oh, you're telling me? I think... I think I've still got the bump.
Right. First things first...
Bill.
What was that, Doctor? You'll only slow us down?
Yeah, I think you're right.
The Doctor's dead. He told me he'd always hated you.
- Let's go. - No.
Doctor's dead. Told me he'd always hated you.
Yeah, heard you the first time.
- Tedious. - Oi!
Look, we need to get away from here
And find a hole in the roof or make one.
Is there a great, big gun on the front? That would be good.
I don't think we're going anywhere.
Bill's back.
Bill?
I will fix this.
I will get you back again,
I swear.
What level are we on?
Must be one of the solar farms.
Hologram sky, a bit of atmosphere.
Who are you?
That's the last floor we can bust through.
The engine's blown.
Hello, little girl.
We're from downstairs
and, er, I think we're going to need your help.
Sorry you have to stay out here.
You'd frighten the children.
Where am I?
How did I...
Sorry.
- I can't remember... - The Doctor put you to sleep.
- You needed rest. - What am I doing in a barn?
What's wrong?
Sorry. It's just...
- Sorry, what? - The Doctor has explained
that you're not dangerous, but...
It's difficult.
What's difficult?
Where is the Doctor? I need to sp...
His injuries are, are, are being tended to...
Injuries?
What... I want to see the Doctor.
I need to speak to him.
Hello?
Hello.
Everyone's too scared to talk to you
but I'm not.
Why are they scared?
Come on, you lot. Put your backs into it.
Remember the Alamo.
Er, maybe not.
- Nardole, you're working them too hard. - This isn't work. It's war.
Operation Exodus. They're looking for fresh meat and you're it.
Is that it?
I really wouldn't harm you, you know.
I know.
That is not me.
I'm sorry.
- I am Bill Potts. - I'm sorry, I'm sorry.
- I am Bill Potts. - Hey, hey, hey, hey, hey.
- Hello, Bill Potts. - Doctor.
Tm sorry. 1 gave her a mirror.
Oh, no, don't be sorry. You were being kind.
Nothing wrong with kind. Jelly baby?
- Thank you. - You're welcome.
- Bye. - Toodle-oo.
- What was that? In the mirror? - Er...
A Cyberman.
What's a Cyberman?
A technologically-augmented human being
designed to survive in a hostile environment.
Perfectly sound idea.
Unfortunately,
all they want to do is to turn everyone else into Cybermen, too.
They go viral.
Why?
They consider themselves to be an improvement,
- an upgrade. - No.
Why do I see a Cyberman in the mirror?
- What do you remember? - Quite a lot, you know?
I was down there for 10 years...
And then, one day, they took you to the conversion theatre.
- Do you remember that? - No.
Well, bits of it. I... You turned up.
Do you remember what they did to you?
Nothing.
Look at me, I'm fine.
I'm fine!
You are so strong,
amazing.
Your mind has rebelled against the programming.
It's built a wall around itself, a castle made of you
and you are standing on the battlements saying, "No. No, not me."
What are you talking about?
All that time, living under the Monks,
you learned to hang on to yourself.
But, I'm... I'm fine! Look at me!
Bill...
What you see is not you.
Your mind is acting like a perception filter.
You still see yourself as you used to be.
Used to be?
- It won't last... - What do you mean
"used to be"?
Bill, I'm sorry but you can't be angry any more.
A temper is a luxury you cannot...
Why can't I?
Why can't I be angry?
Bill, please.
You left me alone for 10...
years! Don't tell me, I can't be angry!
Move back.
You, all right?
- Because of that. - Stand there.
That's why.
Because you're a Cyberman.
Right. Everyone back to work.
Nothing to see here. Somebody broke the barn. No biggie.
Come on, defences don't build themselves.
It's okay. They're just frightened.
People are always going to be afraid of me, aren't they?
Aren't they?
What is that? Engine oil?
No. It's an actual tear.
It shouldn't be.
Doctor.
Right. While you've been here chatting up Robo-mop,
me and me have been busy.
We found it.
Oh, hello, my dear.
My God, you were so boring for all those years.
But it was worth every day of it
- for this. - Bill. don't let him upset you.
Though, didn't you used to be a woman?
I'm going to he a woman. Fairly soon. Any tips?
Or maybe, I don't know, old bras?
I am not upset.
Oh. Well, doesn't that take all the fun out of cruelty?
Might as well rile a fridge. Come on, this way.
Why are there so many children in the house?
Small community. Several hundred at most,
so they keep the children together for their protection.
Those things, they make it up here sometimes.
They try to take the children...
Are you all right?
Yes, fine.
What was that?
Er, they target the children
because conversion is easy with a younger donor.
The brains are fresher,
and because their bodies are smaller there's less to, er...
Less to what?
Less to throw away.
You said... I remember, you said you could fix this.
That you could get me back.
- Did you say that? - I did say that. Yes.
- Were you lying? - No.
- Were you right? - No.
Bill.
We're not going to get out of this one, are we?
Well...
I don't know.
There are always possibilities.
I can feel it.
In my head, the programming...
The Cybermen are taking me over, piece by piece.
It's like I'm hanging on in a hurricane, and I can't hang on forever.
- Bill, look. Whatever it takes... - No, I want you to know,
as my friend...
I don't want to live if I can't be me any more.
- Do you understand? - Yeah.
And that's not possible, is it?
I'll tell you what else isn't possible.
A Cyberman crying.
Where there's tears, there's hope.
Come on.
Weird, how you don't remember any of this.
Two of us together pushed the timelines out of sync.
You can't retain your memory, so I don't have them.
You absolutely had to bring her, did you?
Her? It's a Cyberman now.
Yea h, sorry.
Becoming a woman is one thing, but have you got empathy?
Where is it?
Lift shaft, right here.
Hologram. Mustn't ruin the pretty forest.
It's a wonder more people don't turn to genocide.
And the doors...
This is how we evacuate the children.
There have to be more lifts. Quite close.
We know Operation Exodus is ready. We can't hang around here.
What are you doing?
You just called the lift!
Yeah, but we're going to need them, aren't we?
The lift was downstairs and, quite possibly, not empty.
Stand aside.
- Do as she says. - Stand aside.
"Do as she says." Is the future going to be all girl?
We can only hope.
Fire!
Kill it, kill it, kill it, kill it, kill it.
Kill it!
Missy, sonic the lift. Keep it here.
Why is it different? Why does it look like that?
- It evolved. - Exactly. Since we left,
they built a weapons-grade version to come after us
and we just gave our position away.
Well done, the genius twins!
It doesn't matter. We can still get out of here.
We go take the lift to right to the top and escape in your TARDIS.
We could evacuate the Waltons back there if you're feeling ridiculous.
We can't go back to the bridge.
We can go only four, five floors up at the most.
The further we move up the ship, the slower time moves for us
and the faster it moves for the Cybermen.
By the time we get to the bridge
they'll have had thousands of years to work out how to stop us.
There is no safe way to get back to the TARDIS.
It's a mathematical impossibility.
Operation Exodus. Troops to attack phase.
Nardole, what is that?
Tell me, what is it?
- Doctor? - The Cybermen don't have fear,
but they know how to use it.
Operation Exodus. They're announcing their arrival.
They're coming!
The Cybermen are coming.
How long till they get here?
200 miles of time-dilated spaceship, according to my calculations.
We need a plan. Quick.
You realise this is hopeless, don't you?
Oh, I was hoping someone would say that.
For a moment there, I was feeling a glimmer of purpose.
But do we have long enough?
They're Cybermen. There's no such thing as long enough.
But Nardole, look at it, they've got armour.
We don't have guns that can shoot through armour.
Look, give me one of them rifles.
Dearest, I've been thinking, we need your TARDIS.
We can't go up, but we can go down.
Your TARDIS is right at the bottom of the ship, isn't it?
Well, I suppose.
Is it or isn't it?
What's that?
We're on a spaceship, remember?
That's a service duct.
Rusted shut. Think you could get angry with it?
Is that windmill important?
Why?
No reason.
See that bush over there? Shoot it.
You think you're quite something, don't you?
Try not to miss the obvious.
How was that possible?
Because this is not the countryside.
This is a spaceship.
- It's my TARDIS. - Our TARDIS.
And it's right in the middle of a city full of Cybermen.
They are all coming here.
- And it doesn't work! - Because?
If it fooled you, it will fool the Cybermen.
They're robots, but they've got monkey brains.
You can always fool a monkey brain with a little bit of theatre.
I landed here. I had trouble taking off.
- The black hole? - Too close to the event horizon.
And you screwed up. You went too fast.
I blew the dematerialisation circuit.
Which reminds me. A funny thing happened to me once.
What?
A very long time ago, a very scary lady threw me against a wall
and made me promise to always, always carry a spare dematerialisation circuit.
I don't remember much about her now
but she must have made quite an impression.
You know you basically have me to thank for this.
You're welcome.
By the way, is it wrong that I...
Yes.
Very.
- I don't understand. - Well, it's very simple, you see.
The Cybermen have removed all fear
from their hearts and from their minds,
but you, Alit, you're going to put it all back.
I've never met anyone like you.
So where are you from?
I don't know. I was sort of found.
On a doorstep?
Who loved you?
I, er,
probably should tell you,
I'm not human.
I'll try anything once.
No! Stop! Stop, stop! It's Bill! It's Bill!
I'm so sorry.
I understand.
Listen, er...
I don't suppose...
We've a maximum of 10 minutes before they attack.
Is it time?
- Nardole? - We're ready.
- Is that my gun? - Oh.
Uh, no, no. I don't like guns.
I've got a better idea.
Are you good at throwing?
Better than all the boys.
Then how about humanity's first weapon?
Tempting, isn't it?
Listen, me and sis are off now but we were kind of wondering...
What's your plan, Doc?
Because whatever you've got, you can't save them.
There's another solar farm five levels above us.
If I can get all the children up there,
- and most of the adults... - Then the Cybermen will find them again.
It's the best I can do, so I'm doing it. Do you have a problem with that?
You can't win.
I know. And?
Come on, lady version,
I honestly don't know what you see in him.
Likewise.
No!
When I say "No," you turn back around. Hey!
I'm gonna be dead in a few hours, so before I go,
let's have this out, you and me, once and for all.
Winning?
Is that what you think it's about?
I'm not trying to win.
I'm not doing this because I want to beat someone
or 'cause I hate someone or because...
Because I want to blame someone.
It's not because it's fun.
God knows it's not because it's easy.
It's not even because it works because it hardly ever does.
I do what I do because it's right!
Because it's decent.
And above all, it's kind.
It's just that.
Just kind.
If I run away today,
good people will die.
If I stand and fight, some of them might live.
Maybe not many, maybe not for long.
Hey, you know, maybe there's no point in any of this at all,
but it's the best I can do.
So I'm gonna do it and I will stand here, doing it, till it kills me.
You're going to die, too...
Someday.
How will that be? Have you thought about it?
What would you die for?
Who I am, it's where I stand.
Where I stand...
is where I fall.
Stand with me.
These people are terrified. Maybe we can help.
A little.
Why not, just at the end,
just be kind?
See this face?
Take a good, long look at it.
This is the face that didn't listen to a word you just said.
Missy?
Missy.
You've changed. I know you have.
And I know what you're capable of.
Stand with me.
It's all I've ever wanted.
Me, too.
But no. Sorry.
Just...
No.
But thanks for trying.
Hello.
You will not be harmed. You will be upgraded.
No, thanks.
Alit, let's go.
Do you get it now? This whole floor under the soil,
it's... It's fuel lines and fusion turbos,
and if you happen to be a genius with insane computer skills,
you can remote spark a critical failure and, boom!
You weren't listening to a word of that, were you?
No, I'm still not getting it.
Incoming, about 120 feet.
On it. Three, two, one.
So any second now, the Cybermen will decide
- that we have significant weaponry. - Awesome weaponry.
The ultimate apple upgrade.
Which means that they will change their campaign parameters.
How's that?
Up till now, this has been a mercy mission.
- A what? - They want to upgrade you.
That's why they come for your children.
But now they think, we're a military target.
They'll fall back, regroup, plan a much bigger assault.
Oh. Good-o.
Yes, good
because they will stop tracking the children, which means...
They're moving back!
Time to go.
But we're surrounded.
Oh, I love being surrounded. It means everyone's looking at me.
- Okay, Hazran, let's get going. - Right, then.
Come on, you lot. Everyone down to the cellar.
Nardole, I want you to lead the evacuation.
What? No.
There's another solar farm on floor 502.
Should be enough livestock in the cryogenic chamber...
You need me with you.
Thanks for all the software. I will take it from here.
Sir, with respect, I'm worried about your plan.
Plan? What plan?
I think as soon as this place is evacuated,
you're gonna blow the whole floor, killing as many Cybermen as you can.
No. No.
Of course not, I won't do that until I've left.
Liar! It can't be done remotely.
- You couldn't do it remotely. - Neither could you.
And more to the point, you're not sending me up there
to babysit a load of smelly humans.
Yeah, well, I'm afraid that's exactly what I'm doing.
What? This is me we're talking about. Me.
You know what I was like.
There's more than three people in a room, I'll start a black market.
Send me with them, I'll be selling their own spaceship
back to them once a week.
Please, I would rather stay down here and explode.
- You go and farm the humans. - Listen.
One of us has to stay down here and blow up a lot of silly tin men
and one of us has to go up there
and look after a lot of very scared people, day after day,
for the rest of their lives, and keep them safe.
Now the question is this, Nardole.
Which one of us is stronger?
Damn.
My condolences.
I'm gonna name a town after you.
A really rubbish one.
- Oh, I'm counting on it. - And probably a pig.
Young lady, you're coming with me, no arguments.
May I remind you, I'm still empowered to kick your arse.
You'd have to go back down there to that hospital and find it, then.
- Look, Bill... - My arse got kicked a long time ago,
and there's no going back.
All I've got left
- is returning the favour. - Oh, great, so she's allowed to explode.
You sure?
You know I am.
Well, I don't know what to say.
You'll think of the right words later.
Doctor.
Bill.
You're wrong, you know.
Quite wrong.
I never will be able to find the words.
Right, everyone.
I need you to be big, I need you to be brave,
and I need you to follow me.
Right. Come on, then. Hop in. Straight down, TARDIS.
Come here.
I'm sorry?
Come here, I said.
Seriously?
Are we really gonna do this?
I loved being you.
Every second of it.
Oh, the way you burn, like a sun.
Like a whole screaming world on fire.
I remember that feeling,
and I always will.
And I will always miss it.
Now, that
was really, very nicely done.
Thank you.
It's good to know I haven't lost my touch.
You deserve my best.
Oh, they love to advertise.
We have to keep them away from the house until everyone's clear.
We've got to buy them time.
All right back there?
Hazran, keep it moving.
And attack on both sides.
- I'll take the back, yeah? - Yeah.
This is it, I'm afraid.
So if there's anything we ought to be saying...
I...
Can't think of anything.
Can you?
No.
Hey, erm...
Oh, you know how I'm usually all about women and then,
kinda, people my own age.
Yeah.
Glad you knew that.
Without hope...
Without witness...
Without reward.
- How long do I have? - Oh, I was precise.
You'll be able to make it back to your TARDIS, maybe even get a cuppa.
Although you might leak a little.
And then regenerate...
Into you.
Welcome to the sisterhood.
Missy.
Seriously.
- Why? - Oh.
Because he's right.
Because it's time to stand with him.
It's where we've always been going and it's happening now, today.
It's time to stand with the Doctor.
No.
Never!
Missy!
I will never stand with the Doctor.
Yes, my dear, you will.
Don't bother trying to regenerate.
You got the full blast.
You see, Missy, this is where we've always been going.
This is our perfect ending.
We shoot ourselves in the back.
Okay, to the lifts. Floor 502.
Squeeze as many in as you can, we only get one trip.
They'll take years to get back here.
Come along.
Telos! Sealed you into your life-tombs!
Voga.
Canary Wharf.
Planet 14.
Every single time.
You lose, even on the moon.
Hello.
I'm the Doctor.
Doctors are not required.
No, no.
I'm not a doctor.
I am the Doctor.
The original, you might say.
Doctor.
Let it go.
Time enough.
Pity...
No stars.
I hoped there'd be stars.
They still might come,
your friends.
No. No, I don't think so.
What about the Cybermen?
Well, the Doctor's destroyed most of them,
so it'll take them a while to regroup before they find us again.
And then what?
Well, I'm sure I'll think of something.
Nardole! Alit! Hazran says the food's ready.
All right, come on. Let's go and find the others.
- You know Hazran? - Yes.
I think she likes you.
Well, she's only human.
Promise you won't go?
Promise.
Am I dead?
Does that feel dead to you?
You're like me now. It's just a different kind of living.
How did you find me?
Left you my tears, remember?
I don't think they're mine.
I know when you're crying them.
Time to go.
But...
The Doctor. We can't just leave him.
Of course we can't.
And we're not going to.
I suppose this is the only place he 'd rest in peace.
If there's any place he'd do that.
How can you fly the TARDIS?
I'm the pilot. I can fly anything.
Even you.
So I'm like you now?
- I'm not human any more. - I can make you human again.
It's all just atoms. You can rearrange them any way you like.
I can put you back home, can make chips
and live your life. Or...
You can come with me.
Ah...
It's up to you, Bill, but before you make up your mind,
let me show you around.
Back in time for tea?
If you want.
You know what, old man?
I'm never gonna believe you're really dead,
'cause one day, everyone's just gonna need you too much.
Until then...
It's a big universe.
But I hope I see you again.
Where there's tears, there's hope.
Just one thing...
I've been through a lot since the last time we met...
So I'll show you around.
- Doctor! - Doctor!
Doctor!
- Doctor? - Doctor.
- Doctor! - Doctor!
- Doctor. - Doctor.
- Doctor? - Doctor.
Doctor.
Sontarans! Perverting the course of human history.
I don't want to go.
When the Doctor...
When the Doctor was me!
When the Doctor was me...
It's starting.
I'm regenerating.
No! No!
Where have you taken me?
If you're trying to make a point, I'm not listening.
I don't want to change again.
Never again!
I can't keep on being somebody else.
Whatever it is...
I'm staying.
No!
I will not change!
I will not change.
I will not. No, no, no, no. The whole thing's ridiculous.
Hello.
Someone there?
Who is that?
I'm the Doctor.
The Doctor? No, I don't think so.
No, dear me, no.
You may be a doctor,
but I am the Doctor.
The original, you might say.