Review: Doctor Who 6.05: The Rebel Flesh

By Heather S. Vina

[spoilers ahead]


Writer: Matthew Graham

Recap: In an old monastery, three humans – two men and a woman – in containment suits walk down a hall and enter a room. Inside, there’s a large metal well in the center, with a steel lid on it. They open it up and start to take readings of the acid that is bubbling inside. One of them (Buzz, played by Marshall Lancaster), climbs up on the ledge of the well and, while horsing around with the woman (Jenn, played by Sarah Smart), ends up falling inside. There’s a surprising lack of concern about the fact that he’s now in a vat of acid. The biggest concern seems to be from Buzz, the older man, who complains that the containment suit that the currently melting Jimmy is wearing costs money, and that he had better not miss his son’s birthday party due to having to fill out paperwork. The two surviving members shut off the lights and leave Buzz to melt in the vat. Once out in the hallway, they turn a corner and run into…Buzz, who is out of his containment suit and decidedly undead, complaining about getting compensation for being melted. When Jimmy once again mentions the suit and the paperwork, Buzz downplays it, saying that no one was hurt. Yet, back in the vat, we see the last of Buzz – his face – melt in a pained and scared grimace.

Cue opening credits.

In the TARDIS, companions Rory and Amy are playing darts, while the Doctor looks at the scan of Amy that keeps flashing between “positive” and “negative” for her pregnancy test. Turning it off, he asks his companions, “Who wants fish and chips?” Then he tells them that he’s planning on dropping them off, as he has things he needs to do. Both Rory and Amy are uncomfortable about that idea, and Amy tells him that she’d rather stick with him. Noticing his strange look at her, she asks, “What?” just before the TARDIS is hit with a solar tsunami, coming from the Earth’s sun, that throws the TARDIS around. The Doctor manages to land the TARDIS at the monastery from the opening scene.

Deducing that the 13th-century monastery, is not actually in the 13th century, by the fact that a Dusty Springfield record is playing somewhere, the Doctor does a bit of exploring and finds a pipe in the ground. He realizes that the monastery is pumping something “nasty” off the island, and heads up the stairs to go exploring, with Rory and Amy following. When Amy and Rory point out that they arrived there by accident, the Doctor turns back to them and agrees…suspiciously. The trio starts running away when an alarm goes off and the Doctor mentions that “almost” people are coming towards them.

Running into a room, the trio finds a group of unconscious people strapped into harnesses that have them standing up, with their hands out at their sides. They are then confronted by the same people who are strapped down in front of them (Jenn, Buzz, Jimmy, and two other people, a man and a woman), live and talking, wondering who they are. The Doctor whips out his psychic paper and hands it to Cleaves (played by Raquel Cassidy), the leader of the group, who takes it and wonders why the meteorological department has sent people out there. The Doctor says that they were hit by a solar wave, which Cleaves points out that they survived, and he warns that there is another, much-bigger one coming. Once the trio is cleared by a scan, Cleaves hands the Doctor back his ID and he tells her he needs to see her systems – she knows which ones.

Cleaves takes them to the machine that produces the “Flesh”, a bubbling white goo that is “fully programmable matter that’s even learning to replicate itself, on a cellular level.” They can use it to replicate living matter, but their minds are the ones that control it. The harnesses that they are strapped into back in the other room are how they “download” their minds into their Flesh doppelgangers. Every human that the Doctor, Rory and Amy have met, with the exception of Jenn, is a doppelganger of a human. The humans call their Flesh counterparts “Gangers”. They use the Gangers to do the dangerous work of mining the acid, because if a Ganger is burned or destroyed, they can just create another one, thus keeping the humans safe and harm-free.

Cleaves orders Jenn to get into her harness and back into a Ganger, when suddenly, the Flesh starts to scan the Doctor, who had taken his Sonic Screwdriver out to probe it. The Doctor puts his hand over the bubbling Flesh and begins to almost mindmeld with it. He quickly pulls back from it and tells the humans that they have no idea: The Flesh is alive, but they’re plugging their minds into it and they have no idea. Cleaves downplays his idea, and tells him to stand back and let them “impress” him.

In the harness room, Jenn starts the machines up and plugs herself in. Once she’s strapped in, the Flesh in the room with the others pours into a tub and starts to form into a human being. After a moment, up pops a fully formed Jenn.

The Doctor brings the subject back to the storm that is coming, urging Cleaves to get everyone off the island and out of the storm; otherwise, they are all in great danger. She resists his demand and tells him it’s her Factory, and they will ride out the storm like they always have.

The Doctor heads to the monitoring stations, Amy and Rory following behind. He explains to them that the Factory gets its power from solar energy and when the solar energy hits, “all hell will break loose.” He smiles a little in glee at getting to say that again, then shakes himself out of it, tells Amy to breathe, and runs off to check the solar tower.

Back in the Factory, the solar flares are playing havoc with the harnesses and the Gangers. At the tower, the Doctor is climbing it to the check the panels when a solar flare blows him off and he is knocked down to the ground, unconscious.

Inside the Factory, Amy and Rory wake up next to each other. The Doctor wakes up outside, finding Cleaves walking around in a semi-dazed state. He tells her that they’ve lost all power to the Factory and she tells him that she abandoned her team. He asks her how long she thinks that they were out and she thinks a few minutes. The Doctor corrects her that it was an hour and “a lot can go wrong in an hour.”

Rory and Amy find Jenn, Buzz, Jimmy, and Dicken inside the Factory. Rory comforts Jenn, who is freaking out, and talking about how she couldn’t get out of her harness and thought she was going to die. The Doctor and Cleaves arrive. Amy asks the Doctor where all of the Gangers are, since the people with them were the humans that had been strapped into the harnesses. Cleaves explains that, without their minds to control them, the Gangers would return to Flesh. Suddenly, the Dusty Springfield record starts playing, startling them all. The Doctor tells them that the Gangers have gone “walkabout”. Cleaves denies it, saying that it’s not possible, but the music seems to speak for itself.

Investigating, they find that the Gangers have searched the main living area and personal objects of the group. The Doctor explains that the Gangers were searching for proof that their memories were real. The humans deny that they have any right to those memories, but the Doctor points out that they gave them to them, every time they downloaded their minds into the Flesh. Buzz is disturbed by the fact that his Ganger did what he does – built a house of cards on the table. The Doctor points out that the Gangers have all of the real memories of the humans that they are copies of: as human Buzz was taught by his grandfather to build card houses, so, too, was the Ganger Buzz.

Freaked out, Jenn rushes off to the restroom. Worried, Rory follows her so that she won’t be alone. He points out that the Doctor is always telling them not to “wander off”. He turns his back to give her some privacy, when Jenn coughs into the sink and vomits up some Flesh. She runs into a stall and Rory walks in, asking her if she’s okay, telling her that they should get going. Suddenly, he’s hit in the face by a fist that comes flying out of the bathroom stall. Jenn’s distorted head on an elongated neck comes out and growls at him to “just let us live.”

Back in the living quarters, Jimmy says that they need to protect themselves, while the Doctor puts a dish into the microwave. The Doctor asks him if he’s a violent man and when he answers, “No,” the Doctor asks why the other Jimmy would be, either. Cleaves walks over to the Doctor and calls him on eating at a time like this. He points out that she said they were only out for a few minutes, when it had been almost an hour. He asks Amy who were in the harnesses when she arrived in the room and she says that Jimmy and Buzz were helping Dicken (played by Leon Vickers) out, but Jenn was off to the side, standing alone. The Doctor hands Cleaves the dish he just pulled out of the microwave and, when she just stands there, holding it, he gently points out to her that it’s hot, causing her to finally drop it. He tells her that the nerve endings haven’t fused quite properly. When she starts to freak and turns away from him, he tells her it’s okay, that she doesn’t have to hide, that she can trust him; he’s the Doctor. She turns back to him and suddenly has a smooth and rubbery-looking face, with strange eyes. The Doctor muses to her that these are the early stages of the Flesh and that there’s so much to learn. Amy asks what has happened to her and the Doctor explains to her that the Ganger Cleaves can’t stabilize herself. She’s shifting between half-form and full-form. The Ganger Cleaves growls that they are living and runs off, screaming. Amy asks the Doctor about Rory and both realize that he’s out there, alone.

Acid is leaking out all over the Factory, making it hard to get around and stymieing the efforts to search for Rory, who is currently running from Ganger Jenn. The Doctor, Jimmy and Amy make their way to the bathroom, where Rory and Ganger Jenn were. Amy gets worried when she sees the hole punched through the bathroom stall door. Jimmy reminds the Doctor of what he said about the “early stages of the Flesh” and calls him on knowing more about the Flesh then he had previously let on. Amy asks the Doctor if that’s true. The Doctor looks at her, pained, while Jimmy asks him why he’s really here. The Doctor runs off, saying he needs to talk to the Gangers, that he can fix this.

Out in one of the hallways, the Doctor tells Amy and Jimmy to go back to the staff quarters, while he goes on to the TARDIS. He tells Amy not to wander off, but once he’s gone, she goes off to try and find Rory. Rory finds Ganger Jenn sitting alone on a bench in the locker room, holding a picture of Jenn as a little girl. She tells him that when she was young, she got lost on the moors during a family picnic. She can still remember how sore her toes got in her red boots. She muses on the other Jennifer and tells him that she’s Jennifer Lucas, not a factory part. She has all of the memories and all of the feelings. When Rory asks where the real Jennifer is, she cries to him that she is the real Jennifer. She’s not a monster; she’s a real person. When she asks him why the humans did this to them and begs him for help, he takes her in his arms to comfort her.

At the Flesh pit, the Doctor stops and scans the Flesh with the Sonic Screwdriver. It bubbles and seems to scan him back again, before he runs off. After he’s gone, a mouth appears out of the bubbling Flesh and whispers, “Trust me.”

Outside, the Doctor finds the TARDIS buried in the earth, only the top of her showing. Exasperated, he asks her what she’s doing down there. Unfortunately, he soon finds out when he looks down to see himself standing in a puddle of acid. His shoes burning, he abandons them and rushes back into the Factory.

Back in the hold, in the Factory, on a mission to retrieve the containment suits, Deacon and Buzz are upset to find that the Gangers have already gotten to them.

Ganger Cleaves goes down to the acid room and finds Ganger Deacon, Ganger Buzz and Ganger Jimmy, all hiding there. All of them have the smooth, rubbery-looking faces of de-stabilized Gangers. She tells him that they have the advantage now. They have the acid pool and they can strike at will.

Rory and Ganger Jenn are heading back to the main room. He promises her that the Doctor will help her and she’s happy when he uses her name. They continue on their way, but miss seeing the human Cleaves, who listens to them and then runs off in the opposite direction.

Amy continues her search for Rory, but is startled when she opens a door and sees a woman with an eye patch in the white room, smirking at her from the hole in the wall, before she slides the hole shut. Rory comes up behind her and Amy is happy to be reunited with him, until she sees Ganger Jenn with him. When Dicken and Buzz come up behind them, Rory insists to them that no one will touch Ganger Jenn.

The Doctor finds the remaining Gangers and tells them that they have two choices: to tear each other apart, or to work together to try and help everyone. Leading them back to the room, he tells them to try and hold their human forms, that it will ease things. He doesn’t see Human Cleaves hiding behind a staircase, listening and following.

Back in the main room, the others quiz Ganger Jenn on where the real Jenn is, but she doesn’t know. She’s insisting that she is the real Jenn when the Doctor and the other Gangers enter the room. The human versions are disturbed to see their Gangers, walking around with their faces. The Doctor tells everyone he will explain things…as soon as he gets a new pair of shoes.

Human Cleaves goes to her locker and grabs a gun, muttering to herself about the Doctor making friends with the Gangers.

The Doctor explains to everyone that this is about Life. As soon as the TARDIS is free from the acid pool, he can get everyone off the island – Gangers and Humans alike. Human Jimmy mentions wanting to be home in time for his son’s birthday and Ganger Jimmy wonders about him, too: He has the same memories, the same feelings, for their son. Human Jimmy is taken aback and not happy about the idea of Ganger Jimmy wanting in on his life. The Doctor turns the subject back to escape. Amy points out that they are still missing Human Jenn and Human Cleaves. Just as the Jimmys are turning to go look for them, Human Cleaves walks in, holding the gun, saying that this has gone on long enough.

Cleaves insists that the Gangers are monsters and have to be destroyed. Ganger Cleaves calls her on her attitude and, when Ganger Buzz makes a move towards Human Cleaves, she shoots him. A horrified Doctor checks on Ganger Buzz. He moans that Buzz had a human heart and Cleaves stopped it when she killed him. He was alive. The rest of the Gangers fear being killed, too. Despite the Doctor and Rory’s protests, they run off in fear. Cleaves is unrepentant in the face of the Doctor’s horror over her actions. She insists that he doesn’t get it: “It’s us or them, now. Us or them.” Deacon echoes her sentiment and, after a moment, Jimmy reluctantly does too. The Doctor just closes his eyes in anguish.

Back in the main acid room, as the others put on the containment suits, Ganger Jenn tells them that they tried, but now it’s war: “It’s us or them now.” The others echo her sentiments, but Ganger Cleaves sighs in sorrow.

Meanwhile, an injured Human Jenn enters the main Flesh room, only to run out in horror as a hand appears and a voice whispers, “Trust me.”

Back in the main living quarters, the Doctor asks which is the most fortifiable and defendable room in the monastery. Human Cleaves tells him the chapel is. The Doctor tells her that she crossed a line, that she killed one of the Gangers and they’re coming back, in a big way.

Human Jenn is out scurrying in a hallway, when she thinks she hears Rory’s voice calling her name. She follows it, only to be attacked by one of the Gangers.

The Doctor and the rest run into the chapel. Rory hesitates outside the door. He can’t leave Jenn alone. He runs off to try and find her, while the Doctor pulls Amy into the chapel as the Gangers come rushing after them. Inside the Chapel, the Doctor notices something in the dark corner of the room. He calls out to it as the others start barricading the door. Jimmy laughs at the insanity of it all, them fighting themselves. The Doctor says that it’s about to get even worse. Amy shouts at the Doctor that they’re trapped and can’t get to the TARDIS. From the corner of the room, the Doctor’s voice reassures her that they are in trouble, but it’s not too bad. They can work it out. Coming out of the shadows, they see the Doctor, but a destabilized Ganger version of him. He tells Amy to trust him; he’s the Doctor.

End of Part One

Review: I have to admit, after the end of this episode, I wasn’t too sure about it. It was a little strange. Well, a lot strange! I think watching Jimmy and Jenn calmly non-react to Buzz melting in the vat of acid in the teaser was one of the most disturbing scenes I’ve ever seen in Doctor Who! But after watching the second part, “The Almost People,” it all made so much more sense. I really do love how they have been tying together so many things in so many little ways this season. When you look back on an episode – after having seen later episodes – everything makes sense, even those little things that seemed confusing when they first happened. I know many were worried when Stephen Moffat took over, but frankly, I think this season and last have shown that he is more than up to the task.

That being said, it’s much easier to review this episode as a whole with the second part, rather than at the end of this part. So, check back at the end of “The Almost People” for a review of both of these episodes!


Rory: I’m telling you, when something run towards you, it’s never for a nice reason!

Doctor: I’ve got to get to that cockerel before all Hell breaks loose. I’d never thought I’d have to say that, again! Amy, breathe.

Rory: For want of a better word, owww.

Jimmy: You’re never going to get your vehicle in here.
Doctor: I’m a great parker.

Jimmy: This is insane, we’re fighting ourselves.
Doctor: Yes, it’s insane. And it’s about to get even more insaner! Is that a word?

You can watch this episode, and the rest of season six of Doctor Who, on

About Heather S. Vina

Heather’s been a fan of science fiction since she was five years old and developed a crush on Captain Kirk, while watching reruns of Star Trek: The Original Series. A huge Anglophile, she loves reading and watching (and mocking!) TV, but hasn’t figured out a way to make a living doing either, yet. But she lives in hope!

Heather S. VinaReview: Doctor Who 6.05: The Rebel Flesh