New Series Episodes 83 & 84:
The Rebel Flesh / The Almost People


A solar storm forces the TARDIS to land on a tiny island on 22nd-century Earth. There, a factory pumps out acid so corrosive that disposable, artificial humans are created to do all the work, taking the form of the real employees who control their doppelgangers remotely. These “Gangers” have all the memories of the real humans, but lose their sentience once the connection is broken... until the solar storm causes the Gangers to stabilise. Now the Doctor finds himself desperately trying to stop war from breaking out between the humans and their Ganger selves.


Matthew Graham's only Doctor Who script had been 2006's Fear Her, but he had remained in contact with the production office ever since. At one point, he was to write either the tenth or eleventh episode of Season Twenty-Nine, and later he discussed story ideas for Season Thirty-One. On both occasions, however, he was prevented from returning to the show by his commitments to the spin-offs from his successful drama Life On Mars -- namely its sequel, Ashes To Ashes, and its American remake.

Finally, however, executive producer Steven Moffat convinced Graham to contribute to Doctor Who's thirty-second season. Initially, Graham intended to write a single-episode story before Moffat persuaded him to tackle a two-part adventure, citing his love of Doctor Who cliffhangers. As a starting point, Moffat suggesting fusing elements from two sources: the remotely-controlled artificial bodies at the heart of the 2009 blockbuster Avatar and the shapeshifting monster in the 1982 thriller The Thing. This led to the notion of the Flesh and a story pitting synthetically-created duplicates against their human originals. Moffat anticipated a factory setting, but Graham was keen to juxtapose the industrial flavour of the tale with a monastic environment, recalling the 1986 mystery The Name Of The Rose. Originally, the facility would have housed a much larger complement of both staff and Gangers, but these numbers were cut back both for budgetary reasons and to accentuate the atmosphere of claustrophobia and paranoia.

In the original ending, Amy has a vision of the “Eye Patch Lady” while the Doctor and Rory head back to the TARDIS

As production neared, the two scripts came to be known as The Rebel Flesh and “Gangers”. Moffat was also in the process of formulating his plans for Season Thirty-Two, which would be broadcast in two halves split across the summer months. “Gangers” would be the penultimate episode before the hiatus, and Moffat asked Graham to lead into the mid-season finale, A Good Man Goes To War by revealing at the story's conclusion that Amy is herself a Ganger, whom the “Eye Patch Lady” has substituted for the kidnapped -- and pregnant -- original. This replaced an ending in which Amy has a vision of the “Eye Patch Lady” while the Doctor and Rory head back to the TARDIS. Moffat also indicated that the Doctor should be proactively investigating the Flesh, rather than happening upon the St John's monastery by chance.

Graham's story was made as the third recording block for Season Thirty-Two. It would be helmed by Julian Simpson, a writer-director whose credits included episodes of Spooks, Hustle and New Tricks. He was also the husband of Jana Carpenter, who had played De Maggio in 2005's Dalek. Simpson's first order of business was a day on the TARDIS set at Upper Boat Studios; this took place on November 23rd, Doctor Who's forty-seventh anniversary.

November 24th to 26th were spent at the first of five locations to represent St John's. This was Cardiff Castle in Cardiff, where Simpson recorded scenes in the thermostatic chamber, the crypt, and the basement. On November 27th, work began at Caerphilly Castle in Caerphilly. Filming there continued from the 29th to December 3rd, and was then completed on the 6th. This location offered areas suitable for the evac tower, the operating alcoves, the storeroom, the washroom, and the monitoring station. Some recording also took place outdoors, including the rooftop sequences and those set on the grounds near the TARDIS. Unfortunately, early winter weather played havoc with the production, and on the 27th Simpson himself was injured after slipping on ice outside his flat, limiting his mobility for the remainder of the shoot.

Filming on December 17th was cancelled due to another snowstorm

The third location was Neath Abbey in Neath, where recording spanned December 7th to 11th and focussed on material in the chapel. A single day of filming took place at Chepstow Castle in Chepstow on the 13th for scenes in the locker room and the secure room. On December 14th, Simpson and his team began work at St Donats Castle in Llantwit Major, part of Atlantic College. The principal story setting was the dining hall, although material in the courtyard and on the beach was recorded outdoors, and Adam's half of the holo-call was taped against a greenscreen; some pick-up shots were also completed. Filming at St Donats was meant to continue until the 17th but wrapped up a day early due to another snowstorm.

To compensate for the early start to their Christmas break, the Doctor Who team returned from holiday a day early, resuming work at St Donats on January 3rd, 2011 and wrapping up there on the 4th. On the 5th it was back to Cardiff Castle, before cast and crew retreated from the wintry cold to Upper Boat. From January 6th to 8th, the recording schedule chiefly involved work on the weather vane tower, crypt and TARDIS sets, in addition to various effects shots and inserts. Also on the 8th, the scene at the Morpeth-Jetsan offices was filmed on location at the Senedd in Cardiff. This left only the concluding scene of Amy awaking in the birthing room on Demons Run, which was recorded at Fillcare in Pontyclun on January 27th during work on A Good Man Goes To War. Subsequently, pick-up shots were completed at Upper Boat on February 14th and April 18th.

The death of the Ganger Doctor was to be accompanied by a montage of memories featuring Susan, Sarah Jane, Rose and more

A considerable amount of material was cut from the two episodes in post-production. Much of this involved character elements, such as Jennifer having perfect recall (explaining why her Ganger is able to overcome the memory suppression protocols), and the Doctor and his Ganger reminiscing about past companions and adventures. A “chef computer” was to feature in the dining room, which chatted with the humans in a Yorkshire accent. The arrival of the TARDIS at St John's was more involved, and included the Doctor revealing the existence of a “dear little hatch” in the bottom of the police box. The death of the Ganger Doctor was to be accompanied by a montage of “happy memories” including travelling with his granddaughter Susan, defeating Davros with Sarah Jane Smith (as seen in Genesis Of The Daleks), meeting Rose Tyler (in Rose), eating fish fingers and custard with the young Amelia (in The Eleventh Hour) and more.

At a late stage, “Gangers” was retitled The Almost People. On May 26th, three days before its broadcast, it was announced that executive producer Piers Wenger would be leaving both Doctor Who and the BBC in September. Wenger had already stepped down from his post as Head of Drama for BBC Wales in March, but had remained with the Corporation to focus on creative development. He would now become the senior commissioning executive for Film4. Ultimately, Wenger would remain with Doctor Who through the production of the 2011 Christmas special, The Doctor, The Widow And The Wardrobe.

  • Doctor Who News.
  • Doctor Who Magazine Special Edition #30, 21st March 2012, “The Rebel Flesh / The Almost People” by Andrew Pixley, Panini Publishing Ltd.

Original Transmission
1: The Rebel Flesh
Date 21st May 2011
Time 6.45pm
Duration 43'18"
Viewers (more) 7.4m (13th)
· BBC1/HD 7.4m
· iPlayer 1.2m
Appreciation 85%
2: The Almost People
Date 28th May 2011
Time 6.45pm
Duration 45'06"
Viewers (more) 6.7m (21st)
· BBC1/HD 6.7m
· iPlayer 1.1m
Appreciation 86%

The Doctor
Matt Smith
Amy Pond
Karen Gillan
Arthur Darvill
Mark Bonnar
Marshall Lancaster
Sarah Smart
Raquel Cassidy
Leon Vickers
Eye Patch Lady
Frances Barber
Edmond Moulton

Written by
Matthew Graham
Directed by
Julian Simpson
Produced by
Marcus Wilson

Stunt Coordinator
Crispin Layfield
Stunt Performers
Gordon Seed
Annabel Canaven
1st Assistant Director
Gareth Williams
2nd Assistant Director
James DeHaviland
3rd Assistant Director
Heddi-Joy Taylor-Welch
Assistant Directors
Janine H Jones
Michael Curtis
Location Manager
Nicky James
Unit Manager
Rhys Griffiths
Location Assistant
Geraint Williams
Production Manager
Steffan Morris
Production Coordinator
Claire Hildred
Asst Production Coordinator
Helen Blyth
Production Secretary
Scott Handcock
Production Assistant
Charlie Coombes
Asst Production Accountant
Rhys Evans
Script Executive
Lindsey Alford
Script Editor
Caroline Henry
Script Supervisor
Caroline Holder
Camera Operator
Joe Russell
Focus Pullers
Steve Rees
Jonathan Vidgen
Gary Norman
Camera Assistants
Simon Ridge
Svetlana Miko
Matthew Lepper
Assistant Grip
Owen Charnley
Sound Maintenance Engineers
Jeff Welch
Dafydd Parry
Mark Hutchings
Best Boy
Pete Chester
Ben Griffiths
Bob Milton
Stephen Slocombe
Alan Tippetts
Supervising Art Director
Stephen Nicholas
Set Decorator
Julian Luxton
Production Buyer
Ben Morris
Standby Art Director
Ciaran Thompson
Assistant Art Director
Jackson Pope
Concept Artist
Richard Shaun Williams
Props Master
Paul Aitken
Props Buyer
Adrian Anscombe
Prop Chargehand
Rhys Jones
Standby Props
Phill Shellard
Katherine Archer
Dressing Props
Martin Broadbent
Kristian Wilsher
Graphic Artist
Christina Tom
Julia Jones
Design Assistant
Dan Martin
Petty Cash Buyer
Kate Wilson
Standby Carpenter
Will Pope
Standby Rigger
Bryan Griffiths
Standby Painter
Helen Atherton
Store Person
Jayne Davies
Props Makers
Penny Howarth
Nicholas Robatto
Props Driver
Medard Mankos
Practical Electrician
Albert James
Construction Manager
Matthew Hywel-Davies
Construction Chargehand
Scott Fisher
BBC Wales Graphics
Assistant Costume Designer
Caroline McCall
Costume Supervisor
Bobbie Peach
Costume Assistants
Jason Gill
Yasemin Kascioglu
Emma Jones
Make-Up Supervisor
Pam Mullins
Make-Up Artists
Vivienne Simpson
Allison Sing
VFX Producer
Beewan Athwal
Casting Associate
Alice Purser
Assistant Editor
Becky Trotman
VFX Editor
Cat Gregory
Post Production Supervisor
Nerys Davies
Post Production Coordinator
Marie Brown
Dubbing Mixer
Tim Ricketts
Dialogue Editors
Darran Clement
ADR Editor
Matt Cox
Sound Effects Editor
Paul Jefferies
Foley Editor
Jamie Talbutt
Online Editor
Jeremy Lott
Mick Vincent
Online Conform
Mark Bright
Original Theme Music
Ron Grainer
Casting Director
Andy Pryor CDG
Production Executive
Julie Scott
Production Accountant
Dyfed Thomas
Sound Recordist
Bryn Thomas
Costume Designer
Barbara Kidd
Make-Up Designer
Barbara Southcott
Murray Gold
Visual Effects
The Mill
Special Effects
Real SFX
Millennium FX
Jamie Pearson
Production Designer
Michael Pickwoad
Director Of Photography
Balazs Bolygo
Associate Producer
Denise Paul
Line Producer
Diana Barton
Executive Producers
Steven Moffat
Piers Wenger
Beth Willis

Working Titles
Episode 2

Updated 13th July 2014