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UNIT comes to Sarah Jane's house to inform her of the Doctor's death.
We start with a webcam chat between Luke and the gang. Luke casually refers to someone he's met at uni as his "best mate ever", and gives Clyde a few seconds to get rather adorably jealous before letting him off the hook. Mr Smith interrupts to warn them all that UNIT is converging on the house, with all the subtlety of...a bunch of gun-toting, beret-wearing soldiers standing around in the middle of Ealing. As you can probably tell by the title, they've got bad news.
Sarah-Jane refuses to believe it, even after seeing a message from the Shansheeth, a species of humanoid vultures whose hat is undertaking across the galaxy. Since the Doctor's home planet is long since gone, they'll be holding the funeral on Earth, working together with UNIT. Sarah-Jane decides to go, but still isn't convinced.
Rani gets a nice moment with her Dad, while Clyde's hand keeps crackling with the same energy he absorbed from the TARDIS when he met the Doctor. He keeps it between himself and Rani, not wanting Sarah-Jane to worry (or UNIT to quarantine him). They're taken to a capital-B Base, complete with a rocket built with the help of the Groske (blue, non-mischievous Graske) to launch the Doctor into space after the funeral. One of the Groske keeps mentioning that Clyde smells - er, of time - and that it means "he's coming".
UNIT's refusal to open the Doctor's coffin sparks Sarah-Jane's interest, until they mention that he was very badly hurt. She starts to consider that maybe he really is dead, and since he's probably regenerated again, she wouldn't even recognise him. The funeral is less than crowded - most of the guests are old soldiers, as the Doctor's companions don't tend to hang around in groups. Liz Shaw is on the UNIT Moonbase (Clyde's running out of reactions for stuff like that) and The Brigadier is stranded in Peru again. He must really like it there.
The Shansheeth play soothing music and encourage the guests to fill their minds with memories of the departed. Everyone starts having flashbacks: the kids can only remember the Tenth Doctor, while Sarah-Jane's memory goes back to Four and Three. The Shansheeth keep encouraging them to remember, and start to seem rather insistent...
At which point the melancholy of the funeral is interrupted by Jo Jones, nee Grant, dropping her vase of flowers. Classic Who fans breathe a sigh of relief as she proceeds to gush over just about everything and everyone. Sarah-Jane, despite never having met her, doesn't take long to work out this is her predecessor, and they hit it off immediately, sharing stories of their lives with and after the Doctor. Sarah-Jane admits it took her a while to get used to a normal life again, while Jo has never stopped running, spending the last few decades exploring and protesting everywhere, not to mention having seven kids and twelve grandkids (with number thirteen on the way). She's still caught off-guard when Sarah mentions that she's met the Doctor recently: she never saw him again after leaving the TARDIS.
Santiago, one of Jo's grandkids, introduces himself to Clyde and Rani...and seems commendably unfazed by the giant space vultures - then again, they're pretty tame after Sycorax, Cybermen and Dalek invasions. His parents have been following in Jo's footsteps, and they spend so much time globetrotting he doesn't even go to school. When they hear what his journey getting there was like, they're a bit humbled to admit they only came from Ealing.
Sarah-Jane and Jo bond some more while the kids go exploring. Unsurprisingly, one trip through the air vents to the Shansheeth's chamber reveals the whole thing to be a trap: the funeral has been staged to lure the Doctor's companions, whose memories they need for something. Unfortunately for the kids, Clyde's artron energy acts up again, giving them away ("Shuffle for your life!").
They meet up with Jo and Sarah-Jane, who get the I Knew It! moment they've been waiting for: if the Shansheeth are lying, the Doctor's still alive (high-five!)
Clyde (with Matt Smith's voice): "Of course I'm still alive, Jo, I would have though that was obvious, keep up."
Wait, what? Turns out the Doctor's been trying to lock onto Clyde's residual artron energy so the two of them can swap places across light years. A couple of false starts later, the Eleventh Doctor is introducing his new self to Sarah-Jane and Jo. Jo's a little surprised - she knew he could change his face, but into a baby's? The Doctor quips back that from his point of view, it's like someone baked her. Santiago has to remind everyone that, oh yeah, they still have to worry about the homicidal space vultures.
The Doctor marches forward, none too happy with them for telling people that he's dead. The lead Shansheeth admits that the death notice was released a little too soon, though he can rectify this...immediately! *ZAP*
The Shansheeth's victory is denied when Clyde and the Doctor switch places again, the artron energy disrupting the beam long enough for the good guys to run and find a secure room. The Doctor takes Sarah-Jane and Jo with him on his next bounce, and shuts down the machine so he can get it running properly while they deal with their first trip off-world in a long while (yes, it's another BBC Quarry, they're used to that).
The Doctor explains that this is an old battlefield he was exploring when the Shansheeth stole the TARDIS: fortunately, there was enough debris for him to cobble together the teleportation device. He also brings up Amy and Rory, who are on a honeymoon planet...which isn't what you'd think, it's not a planet for a honeymoon, it's a planet on a honeymoon, it married an asteroid. This gets Jo's interest, as she only left the Doctor so she could get married. She also admits how much she's missed him (despite loving her life). The Doctor admits that "looking back" like that isn't something he's capable of, but proves he hasn't forgotten her by bringing up some of the adventures she's had on her own. Also, he apparently looked in on all his previous companions the last time he was dying, not just the RTD ones (how long did Ten put off regenerating for?)....and he was so proud.
With Sarah-Jane and Jo's help, he gets the device working properly, allowing them to zap back to Earth without needing someone else to take their place in the battlefield. The Groske who provided the foreshadowing earlier has helped the kids find a safe place in the air vents, but doesn't have much of a plan besides "sit it out and eat pizza", as the Shansheeth are a little too scary for his liking. Santiago is amazed that Clyde and Rani thought his life was exciting, and admits to being a little depressed at how little time he and his parents have to see each other. The UNIT traitor and the Shansheeth grab Jo and Sarah, diverting the Doctor's attention by overheating the Groske's safe hole. The Doctor gets the kids and Groske to safety, but the Shansheeth have already plugged the ex-companions into their machine, which is using their memories to create a duplicate TARDIS key. With the power to alter time, they can abolish death, putting an end to the loss they've spent their lives witnessing.
The Doctor's response? Encourage Jo and Sarah to give the machine all of their memories, everything they've done in space and on Earth, which proves a bit too much for it handle. They break free and hide in the "coffin" as the machine overloads, exploding and taking the Shansheeth and their accomplice with it.
- A God Am I: The Shansheeth plan to use time travel to prevent every death.
- Air Vent Passageway: "That takes me back..."
- Badass Grandpa/Never Mess with Granny: In addition to Sarah Jane and Jo, it is revealed that Barbara, Sir Ian, Ben, and Polly survived battle with the Crucible Daleks.
- Big Good: The Doctor jokes that if the day ever comes when he does die, the universe itself might just shiver. Then brushes it off with a laugh.
- The Character Died with Him: Harry Sullivan
- Chekhov's Gun: "The coffin was the trap, the coffin was the solution. That's so neat I could write a thesis..."
- Continuity Nod: The fates of several companions, including the long-wondered closure for Ace. She became a charity worker.
- Jo and Sarah Jane both reminisce about going to Peladon and seeing Aggodor, and Metebelis III is mentioned.
- Crazy Awesome: Jo's entire life, according to the Doctor. Things like sailing down the Yangtze River in a tea-chest are the reason which is even when he tried to find her, even the TARDIS could barely track her down.
- Fandom Nod
"Can you change colour or are you always white?"
"No, I can be anything."
"And is there a limit - I mean, how many times can you change?"
"Five hundred and seven."
- Fan Fic Magnet: The entire final scene, when Sarah Jane mentions looking up other companions. Fans kind of assume that "running an orphanage" or "running a charity" were similar to Sarah Jane's "freelance journalism," a small part of a much bigger (and more extraterrestrial) picture. That scene was ripe for SJA-like fanfic-spinoffs, with pretty much every single former companion up for grabs.
- More directly, Jo Grant and her grandson.
- The scene with Jo and Sarah Jane in the coffin probably launched a few ships.
- Foreshadowing: The whole episode foreshadows the Doctor's apparent death in "The Impossible Astronaut" and Series 6 in general.
- For the Evulz: The Shanseeth want to make a TARDIS key by ripping it from Jo and Sarah Jane's memories, despite the fact that the Doctor would be perfectly happy to give them the real one.
- It was more that they didn't believe him.
- Fun with Acronyms: According to Sarah Jane, an ex-companion named Dorothy started the "A Charitable Earth" foundation.
- Genius Loci: The honeymoon planet
- Happily Married: Jo and Cliff are still together, and Ian and Barbara apparently tied the knot some time after leaving the Doctor.
- Harsher in Hindsight: The Shanseeth's goals are to A. (pretend to) kill off the Doctor and B. prevent death across the universe. The former is the subject of the main Story Arc of Series 6 of Doctor Who, and the latter forms the plot of Torchwood: Miracle Day.
- Incredibly Lame Pun: Clyde himself is ashamed of his "relations with Santiago" quip.
- Meaningful Echo: Thematically, in "School Reunion" Sarah-Jane was at first jealous of Rose as if she was the Doctor's favourite. This time, Jo is at first jealous of Sarah-Jane as if she was the Doctor's favourite.
- Then there's the "Don't forget me" exchange, which echoes back to when Sarah left the Fourth Doctor.
- The Shansheeth's plan to use time travel to avert death? The Doctor tried this in Waters of Mars and it oh boy, did that backfire.
- Not Quite Dead: The Doctor is fairly displeased with the Shansheeth when he finds out what they have been saying about him.
The Doctor: Have you been telling people I'm dead?
- Painful Transformation: When Sarah asks if his last regeneration hurt, the Doctor replies that it always hurts.
- Sadistic Choice: Karim forces the Doctor to choose between saving Sarah-Jane and Jo, who have been captured by Shansheeth, or the children, who are trapped in a ventilator shaft that is overheating. He saves the children.
- Thousand-Yard Stare: The Doctor briefly sports one when Jo jokes that joining him again would likely get him in trouble with the Time Lords.
- Wake Up, Go to School, Save the World: Discussed.
- Well-Intentioned Extremist: The Shansheeth have seen so much grief and loss that they want to use the TARDIS to prevent death. Sarah-Jane disagrees - remember her speech to the Doctor back in "School Reunion" ("Everything has its time, and everything ends").