The Time of the Doctor ( TV story ) The Time of the Doctor was the 2013 " Doctor Who " Christmas special . It was the 800th episode of the series and the final regular appearance of Matt Smith as the Eleventh Doctor in the lead role . It served as a conclusion to the entirety of the Smith era , bringing back both the Silence and Trenzalore and bringing their stories to a close . Karen Gillan also made a surprise cameo as a hallucination of Amy Pond , rounding out Smith ' s era . The special tackled an issue that hadn ' t been talked about since the series came back in 2005 : that of the limited amount of regeneration s , introduced in " The Deadly Assassin . " It confirmed that the Doctor had actually used up all twelve of his possible regenerations , before being granted a brand new regeneration cycle at the end of this story . It also served as Peter Capaldi ' s formal introduction as the new Twelfth Doctor , after making a surprise cameo appearance in " The Day of the Doctor " . The Dalek s , Cybermen , Weeping Angel s , Sontaran s and The Silence all returned , the Doctor also using a Cyberman Handles . The special marked the departure of producer Marcus Wilson , finishing his work with the series after Matt Smith ' s final scene was filmed . Synopsis . Orbiting a quiet backwater planet , the massed forces of the universe ' s deadliest species gather , drawn to a mysterious message that echoes out to the stars - among them , the Doctor . Rescuing Clara from a family Christmas dinner , the Time Lord and his companion must learn what this enigmatic signal means for his own fate and that of the universe . Plot . The Doctor is among thousands of ships orbiting a planet after hearing a message being broadcast from it , a three - toned message that no - one can understand . Shrouded in a cape the Doctor visits a ship while holding a Dalek eyestalk to show his bravery , and that he comes in peace . Unfortunately , the ship belongs to Daleks , who fire at him until he teleports back to the TARDIS , where a severed Cyberman head that he calls " Handles " is plugged into the console . Surly after avoiding a near disaster , the Doctor removes his cape and scolds Handles for sending him to a Dalek ship while he was " holding a broken bit of Dalek " . Handles , who as a robot interprets everything literally , replies he didn ' t specify a preference for transport . The TARDIS phone begins to ring , but the Doctor cannot answer the call from the inside . The ship ' s telephone device has been incorrectly fed to the dummy handset on the outer shell of the police box . He orders Handles to remind him that he needs to patch it back into the console unit , eventually growing exhausted of Handles ' s inability to grasp figurative language . He then tells Handles to " Just pick a random number , express that number as a quantity of minutes , and when that time has elapsed , remind me to patch the telephone back through the console unit " . Clara is calling the Doctor via the TARDIS phone , and pleads that he pretend to be her boyfriend for her family ' s Christmas dinner . She is having difficulty squaring things away for the event , including how to cook the turkey properly . At the same time , the Doctor has been put in a bind by having to answer her call from outside the TARDIS doors as he hovers through space among a legion of alien races . He leaves the phone hanging before his companion can clarify that she needs a Christmas date after inventing a boyfriend . The Doctor has identified the arrival of a new ship on the TARDIS scanners , and materialises the TARDIS on board to hopefully greet the occupants in peace . His luck is worse this time : the Doctor accidentally visits a Cybership while holding Handles , where he is also shot at until he returns to the TARDIS again . The Doctor , trying to evade the volleys of laser fire from the Cybermen , and Clara , cooking a Christmas dinner under tension , agree to lend each other some assistance . Clara caters to three people over for Christmas , her father Dave , her grandmother , and Linda . Clara doesn ' t let them figure out she ' s messed up the instructions for cooking the Christmas turkey and runs outside with relief when she hears the TARDIS materalising . The wind catches her paper crown and she lets it be carried away , more concerned that the arrival of her " boyfriend " is just in time to bail her out of a jam . The Doctor picks up Clara from her home , but gives Clara the strangest greeting yet . Upon entering the TARDIS , she is shocked to see he is naked . She is immediately flustered by his nudity and tells him to stop before he embraces her , daring to ask why he has stripped . He explains by saying he is naked because he plans to go to Church . He uses a holographic filter to project an image of clothes . She takes him inside to meet her family . They appear very embarrassed in meeting him . Dave stares at his behind with a boggled look on his face ; Linda is looking on with perplexed discomfort ; Clara ' s gran gives the Doctor a good look over and starts flirting with him - her irreverent giggling suggests she ' s a bit tipsy . Clara initially does not understand why her friend and family are behaving weirdly , but the Doctor suggests it might be because he didn ' t update his holographic suit to be visible to her family . She ushers him out of the room with the explanation to her guests that " he ' s Swedish . " Clara asks for an honest opinion of her turkey ; The Doctor snarks , " I think a decent vet would give it an even chance . " She asks if he has an app for the turkey on his sonic screwdriver . He doesn ' t like her indignant remark about his screwdriver . The device " doesn ' t do turkey " , nor does anything else . The Doctor tells Clara she would need a time machine . She gives him an indicative glance until he quits missing the obvious solution . They take the turkey to the TARDIS , where Clara opens up a panel near the floor . She can put the bird in the time wind s beneath the console to cook it - or , possibly , bring it back to life , the Doctor points out . Dematerialising the TARDIS , he takes her to the planet ' s orbit . When asked to identify the origin of the transmission , Handles claims it is Gallifrey , which the Doctor refuses to believe . They are then invited aboard the Papal Mainframe , a space church headed by Mother Superious Tasha Lem . The Doctor gives Clara a pill so that she too will have holographic clothes , as nudity in the Papal Mainframe is considered a mark of respect . Tasha and the Doctor greet each other , Tasha complimenting his latest incarnation . They discuss the signal coming from the mysterious planet , while Clara repeatedly sees and forgets several Silents that surround her . She bursts into the room where the Doctor and Tasha are conversing , but forgets why after she does so . Tasha sends the Doctor and Clara to the planet , but demands that he relinquish the TARDIS key he has snuck in through his holographic clothes , which she is trained to see through . She does not want the Doctor bringing any technology onto the planet , including summoning his TARDIS . The Doctor complies , and Tasha reminds him that she wants both him and Clara back in an hour . Unfortunately , she accidentally places them in the middle of an ambush of Weeping Angel s hiding beneath the snowdrifts . Here , Clara is nearly captured by an Angel when it grabs her by the ankle , but the Doctor helps her wriggle lose . The Angels surround them as the heavy snowfall keeps blinding their vision , but the Doctor unzips his coif and pulls out a spare key that lets him summon the TARDIS , which materialises around them . Clara is stunned at the Doctor ' s hairless head . Once in the TARDIS the Doctor drapes the wig over Handles and reveals that he pulled the " old key in the coif " trick on Tasha Lem . Clara states that she suspects that he just got bored one night and shaved his head , which he somewhat reluctantly confirms . Clara asks if that ' s what happened to his eyebrows as well . The Doctor replies that they ' re " just delicate " . Clara is bothered by the Doctor ' s bald head and comments that his prominent ears now stick out like " rocket fins " , he is pleased by this comment but does don the wig again . After they are properly outfitted in winter clothes , they escape to a town called Christmas , a small , quaint community with festive holiday decorations . The Doctor notices that it is 2 : 00 p . m . , but dark outside , so he sums up that the days on the planet must be very short . Meeting a married couple in Christmas , Abramal and Marta , the Doctor and Clara embarrassingly blurt out things they would normally keep to themselves . The couple explains the planet is surrounded by a truth field , so no one can lie , especially around the clock tower . It makes life easier for Marta , but not for Abramal . The Doctor begins to track the origin of the signal to the tower , with a tinge of apprehension to find out what is wrong with such a nice place . As the Doctor and Clara enter the clock tower , the Doctor has a look of gleeful curiosity , until a particular object slips into the corner of his eye . He turns around and looks at the wall with a bitter stare . Something he has dreaded has returned . Anticipating it , he utters , " There you are . What took you so long ? " Clara asks why he is so fascinated by a crack in the wall . . . Glancing forward , the Doctor has found one last crack in time . Feeling the seam of this crack , he remembers the many times the cracks have haunted him since he first began life in this incarnation , from the moment he met young Amelia Pond to the crash of the Byzantium , learning that the day the TARDIS exploded would be on 26 June 2010 . One more memory of the past reveals what has lurked behind the door of his room on the Minotaur ' s prison ship . He saw the image of a crack in time on the wall , reflected as a mysterious white glint in his eyes . The Doctor explains his history with the cracks to Clara . He knew he would see the crack in time again , because he felt a personal level of responsibility since it was his TARDIS that blew up the universe . Although the universe had been rebooted , the event had left scar tissue from the damage inflicted , and created a structural weakness in the whole universe . The Doctor figures out that someone is on the other side of this crack , trying to break into their universe from a separate one through the weakest point . However , it isn ' t just someone breaking in - it is someone breaking " back " in . The Doctor asks Handles why he said the message was from Gallifrey . Handles replies that his analysis , according to the TARDIS data banks , matches Gallifreyan origin . Clara is confused , thinking the Doctor told him Gallifrey is gone , but the Doctor reminds her he said it was in another universe . This final crack in time is where the message is being broadcast , and where the truth field is coming from . Suspecting that the Time Lords could be sending the message , both he and Clara exchange anxious looks . The Doctor takes out a copy of the Seal of the High Council he once took from the Master in the Death Zone . He attaches it to Handles to have him decode the message using an algorithm imprinted in the seal ' s atomic structure . Handles analyses that the message is a request for information - in other words , a question . Annoyed , the Doctor bickers at Handles for not being frank , but the Cyber - head continues to relay its analysis . The message is being sent through all of space and time on a repeating cycle , which the Doctor deduce s is the " oldest question in the universe , hidden in plain sight " , as Dorium Maldovar once prophesied to him . Handles issues a warning that the translation will be available to anyone in range of listening . He begins to utter a version of the three tones refined into three constant syllables , which then refines further into the voice of The General . The message is a repeat of the same question : " Doctor who ? " The Doctor realises that this is the Time Lords , trapped in the pocket universe he and his previous selves sent them to , trying to get out . They are issuing a question only he can answer , and set in place a truth field so he must answer without lying . If the Doctor speaks his real name , the Time Lords will know they are in the right place and come through , and all the alien species above will descend on the planet and begin the Time War anew . Horrified , the Doctor figures out the true stakes of the prophecy : he is facing the threat of all hell coming down on his and Clara ' s heads if the Time Lords come back . He has Clara take a device to the TARDIS and place it in the charger slot for the sonic screwdriver . With half the universe already above the planet , waiting to open fire , he strongly pleads with her to do as he says . Clara returns to the TARDIS and inserts the device in the charger for the sonic screwdriver . The TARDIS goes into autopilot and it returns to Earth , but as soon as she exits the doors , it begins to dematerialise without her . The Doctor has tricked Clara into plugging a device into the TARDIS that transports her home , for her own safety . However , Clara refuses to abandon the Doctor . She sticks her key into the door lock and grabs hold of the TARDIS before it can leave her behind . Tasha contacts the Doctor through a hologram projected in the sky , telling him the return of the Time Lords cannot happen . She is aware this would restart the Time War again , which as a peacekeeper the Church cannot allow . The Doctor refuses to withdraw and let his enemies destroy the planet . He asks her to answer one last question - the name of the planet he ' s on . She reveals that the planet is Trenzalore – the place where he is supposed to die . Despite his plea that the Time Lords are asking for his help , Tasha will not let him rescue them due to the terrible consequences the Church faces . Unable to reason with her , he chooses to stand his ground on Trenzalore and uses his sonic screwdriver to begin ringing the clock tower bell in vigilance . He summons the whole populace of Christmas to the sound of the bell and declares that he ' s the new sheriff in town who will defend them . This will be where he has his last stand , to protect his people and the innocent citizens of Christmas from the attackers above , and he is the only one capable of stopping them . The Doctor is about to be sucked into a gargantuan battle that Clara cannot suffer through . Meanwhile , Tasha Lem issues forth an unscheduled faith change to the Church . They will now be dedicated to the solitary cause of bringing silence - the Doctor ' s silence . He must not be allowed to speak his name before the Time Lords , and war will not begin . She and the congregation exclaim , " Silence will fall ! " For the next three hundred years , the Doctor defends Trenzalore from his enemies . He defends Christmas in a number of ways . One time he disabled the cloaking device on a Sontaran vehicle , allowing the Church to destroy it the instant the vehicle registered on their technology scan . Lacking competence , neither Commander Skarr nor his companion noticed they had been revealed until it was too late . Both were promptly wiped off the planet and received a posthumous apology from Colonel Albero for their deaths as they were sorted to the appropriate afterlife . Following this victory , the Doctor trapped a Weeping Angel in front of a mirror bearing the message , " With Love from the Doctor " , in marker , where it would remain indefinitely quantum - locked by peering at its own reflection . On another occasion , the Doctor tricked a wooden Cyberman , created to be too primitive to set off the alarm , into destroying itself after using both the sonic screwdriver and the truth field to make it think its gun had been turned around . Equipped with a flamethrower instead of laser technology , it blew a gaping hole in its chest . The Doctor told the Cyberman to inform the rest of the Cyberiad that " the Doctor stays " before it ceased functions . Not always fighting , the Doctor found time to have a party with the village in his honour . He held a play and entertained the children of Christmas as the puppet Doctor who fought a Monoid . He even taught them the drunk giraffe dance and how " ' cool ' was " not " cool . " According to Tasha , the Doctor seemed to forget of his life before the siege . He spent his spare time fixing the toys the children played with - sometimes a little too much - and grew close to a child called Barnable . He fixed a leak in a barn belonging to Barnable ' s father , though once again , he went beyond the necessary repairs and turned it dimensionally transcendental , hoping the word won ' t get out , or else everyone in town might ask him for one of their own . However , the Doctor ' s lengthy stay on Christmas has distracted him from the life he left behind , which returns when he least expects it . He hears the TARDIS coming back a good three hundred years late , which worries Barnable he may be leaving soon . On the contrary , someone else has arrived , despite the Doctor ' s efforts to protect her . Clara returns after gripping to the sides of the TARDIS , which forces the TARDIS to increase the shields and bring her back through the Time Vortex , slowing it down considerably on its journey back to Trenzalore . She meets a Doctor who has spent three centuries defending the town of Christmas . He now has grey hair and wrinkles , and needs a walking stick . The Doctor and Clara at first exchange angry remarks - Clara is strongly upset about being left behind without even a good - bye , and the Doctor becomes irritated that she returned to Trenzalore . However , the two of them can ' t help but embrace in a warm hug . The Doctor decides to take Clara to his new home on Trenzalore , the bell tower in Christmas . He has taken residence in the same room with the time crack , now adorned with hundreds of drawings given to him by the children of Christmas . Each drawing shows a child ' s love for the Doctor and provides a peek back at his bygone adventures , after recounting many stories over the passing centuries to entertain the kids . However , Handles has heavily aged alongside the wearisome Doctor and barely functions . The rusted Cyberman head announces he has developed a fault through his stuttering electronic voice , warning that he doesn ' t have much time left . Shortly after , Handles dies – but not before finally reminding him that he needs to patch the TARDIS phone back into the console . The Cyberman ceases to function , and the Doctor despairingly shakes his head . Holding back tears , he quietly says , " Thank you , Handles , and well done . Well done , mate . " The sun rises over Trenzalore , and the Doctor informs Clara that he watches the sunrise every day to remind himself of what he is protecting . Though she thinks it is a beautiful sight , Clara is pressed to ask the Doctor why he decided to drop her back on Earth . The Doctor feared that if he had allowed her to stay , he ' d outlive her or lose her in battle , and he would have buried her long ago . Clara defiantly tells the Doctor she would have found a way to prevent him from being stuck on Trenzalore , but the Doctor is quick to disagree - " Everyone gets stuck somewhere eventually , Clara . Everything ends . " Clara still isn ' t convinced it applies to the Doctor , even though he has grown quite old . She says he cannot die , and instead regenerates with a new face each time he is about to perish . The Doctor grimly reveals to her that Time Lords can only regenerate twelve times , meaning thirteen versions of himself . She surmises that this shouldn ' t be a problem , as he is " Number Eleven " . He reminds her of " Captain Grumpy " , his Time War incarnation ; although he didn ' t call himself " the Doctor " , it was still a regeneration . Clara thinks this should be fine , as this now makes him " Number Twelve " . He tells her of the regeneration the Tenth Doctor aborted , yet keeping the same face , simplifying the explanation to " I had vanity issues at the time . " He is therefore on his final life . He and Clara then watch the sun rise for a few minutes , until a thunderous boom from overhead reveals Tasha Lem ' s holographic face in the sky . She announces to the Doctor that the newly renamed Church of the Silence is requesting parley . The Doctor is being allowed to meet with her to discuss a truce , with his rights and safety sanctified . Tasha offers to have him transported to the Papal Mainframe , but the Doctor declines , knowing he ' s got his TARDIS back . By the time Tasha deactivates her hologram , the sun has already vanished over the horizons of Trenzalore . The Doctor reminds his companion , " Everything ends , Clara . And sooner than you think . " The Doctor and Clara prepare to board the TARDIS , where they find Barnable guarding it , wondering if the Doctor will leave Christmas . He gives the boy assurance that he ' s known the Doctor long enough to trust he will return . Barnable promises to wait for him . Clara and the Doctor then arrive back on the Papal Mainframe , now converted into the Church of the Silence , where Tasha still remains in power as a youthful Mother Superious . When Clara mentions her youthfulness , the Doctor simply replies that she is " against " ageing . After centuries of battle with the Church , the Doctor now understands the origin of the Silents . The memory - proof race of aliens are genetically - engineered confessional priests , whom Church members can confess their sins to , then later forget . When the Doctor returns to Tasha ' s chapel , he discusses the parley at a table instead of a bed ( as seen when he first arrived at the Papal Mainframe ) . Tasha explains a renegade faction of the priests belonging to a sect of the Church called the Kovarian Chapter broke away and travelled back in time to stop the Doctor from reaching Trenzalore . However , Tasha has been helpless against the onslaught of the Doctor ' s enemies since his long battle began . The Mainframe itself was attacked by the Daleks three days prior to their meeting . The Doctor asks why she didn ' t call for help . Tasha replies , " I tried . I died in this room , screaming your name . Oh . . . I died . It ' s funny the things that slip your mind . . . " With those words , the horrified Doctor realises that Tasha and her crew have been killed by the Daleks and turned into Dalek puppet s . Eyestalks burst out from their skulls - even the Silents . This is a trap set by the Daleks to snare their greatest enemy . As Tasha succumbs to the puppet conversion , three Daleks enter the chapel and accost the Doctor . He is surprised that they now remember who he is , after Oswin Oswald purged the Dalek Pathweb of their information about him . The Daleks reveal that their memories of the Doctor resurfaced after they harvested replacement information from Tasha Lem ' s cadaver . Because of this , the Daleks have redoubled their efforts to stop him from saving Gallifrey , well aware their nemesis race , the Time Lords , could return to wipe them out . The Doctor prepares to surrender , allowing the Daleks to think he would let Clara be exterminated . Clara plays along with the bluff , realising the Daleks would kill her even if he tried to save her rather than betray . The Doctor then praises Clara for being a strong - willed woman , but also berates Tasha , claiming her Church was useless and she was too spineless to be of any help to him in the war . The insults urge Tasha to regain her mind , subconsciously furious at the Doctor , giving him a fierce slap . She then uses her puppet form ' s gunstick to wipe out the Daleks . The Doctor kisses her and apologises for having to make her angry , encouraging Tasha to keep fighting the Dalek programming still inside her . As he and Clara escape to the TARDIS with Tasha ' s help , Tasha protests that she has kept fighting for the sake of the peace , not the Doctor and his ego . Inside the TARDIS , a timer bell dings , alerting the Doctor that Clara ' s turkey has finished cooking - or woken up . Before Clara goes to check on it , she asks the Doctor to promise her he will never leave her behind again . He complies . As she goes down to the lower level , the Doctor sees Barnable still beside his TARDIS . The Doctor quietly replaces the charger inside the TARDIS and returns to Christmas town . While Clara thinks he has stepped out , she exits the TARDIS with turkey in hand only to find that she is back on Earth . He has tricked her into leaving his company for the second time , and the TARDIS soon makes a return flight to Trenzalore right after she exits it with her cooked turkey . This time , she really " is " stranded , without any means of return . On Trenzalore , Barnable questions why the Doctor has brought back his TARDIS if he doesn ' t intend to leave the planet . He explains it is a reminder that he might leave someday . The Doctor continues his long war against his enemies , as a great many years pass . Now on good terms with the Church again , he is able to ally with their soldiers and the Silents instead of facing them as villains . Together they defend the planet from attackers above , until only the Daleks are left . The troops of the Church help the Doctor defend Christmas against aerial attacks by fighter pods and land assaults from Dalek tanks . Countless casualties mount up , but the Doctor maintains his stand on Trenzalore as time wears on . Meanwhile , having returned to her family ( who assume she ' s broken up with her " boyfriend " ) , Clara asks her grandmother about her late husband , who consoles her with memories of him . Clara cries when she notices how similar they sound to her own memories of being with the Doctor . She then hears the TARDIS engines and joyfully runs outside , thinking the Doctor has changed his mind . Instead , she finds the TARDIS piloted by Tasha , claiming , " Flying the TARDIS is easy . . . it ' s flying the Doctor that ' s hard . " She returns Clara to Trenzalore to see the Doctor one last time , saying she could not let him die alone . Clara reenters the Doctor ' s old sanctuary in the bell tower to find an elderly man toiling away at fixing a child ' s wooden horse . After announcing her presence to him , he turns around to reveal a heavily wrinkled face with long , balding white hair , glasses perched on his nose to help his weakening eyes . The Doctor is now very old and often acts slow and slightly confused . Clara gives the Doctor a cracker from her family ' s Christmas festivities and helps the ailing Doctor to open it . She recites the poem inside with the hope it may cheer him up : " Now it ' s time for one last bow , " " Like all your other selves . " " Eleven ' s hour is over now , " " The clock is striking twelve ' s . " The Doctor doesn ' t get it , wishing for a knock - knock joke . From above , a huge Dalek mothership and several Dalek fighter pods surround the clock tower . A booming Dalek voice from the mothership demands for the Doctor to show himself . Suffering memory issues , he mistakes a young man for Barnable who comes into his tower dwelling to warn him of the Daleks ' arrival . Sadly , Barnable is long gone and the Doctor can ' t recognise that fact , and buys him off with the notion he has a plan . Unfortunately , the senescent Doctor has no more plans left after 900 years on Trenzalore . At the very brink of his final incarnation ' s death from natural causes , he still won ' t release the Time Lords , knowing that it would mean hell for all the universe . All his enemies have withdrawn save for the Daleks , whom he has been fighting with the aid of the Silence . The Daleks have chosen to remain in battle with the Doctor , because unlike the other alien races who have opposed the return of the Time Lords , they have a very personal stake in the siege . The Doctor is threatening to unleash their nemesis species from the crack in time . After experiencing the fury of the warring Time Lords once , the Daleks will see this battle through to the end if it means preventing another Time War with their greatest enemies . The Daleks launch their final attack and the Doctor , finally out of ideas , weapons , and regenerations , goes to meet them . The Doctor is committed to dying , thinking this is the way things are fated . Clara refuses to let him do this , but the Doctor believes death is unavoidable now that the Time Lords are removed from the universe and cannot change the course of events . He asks Clara to promise she will stay hidden and safe , calling it " one last victory " . Intending to impart a final farewell on Clara , he wipes her tears as he says , " Allow me that . Give me that , my impossible girl . Thank you . And goodbye . " In his worn out clothes , the Doctor slowly totters up the bell tower with his walking stick to face his extermination , expecting it to be a while before his death since the Daleks " take so long to say anything " . After he leaves , a distraught Clara returns to the crack in time . She has not given up hope on the Doctor ' s survival . Clara begins pleading with the Time Lords to save the Doctor , saying : " You ' ve been asking a question , and it ' s time someone told you you ' ve been getting it " wrong . " His name is the Doctor ! All the name he needs , everything you need to know about him , and if you love him - and you should - " help him " ! " Receiving no response , she turns away . Behind her , the crack abruptly closes . Running outside to see what is happening , Clara sees the Doctor , at the top of Christmas ' s clock tower , preparing to die . He admits defeat to the Daleks , and jests that they ' ve been trying to kill him for so long that he ' s actually dying of old age . The Dalek voice from the mothership announces with certainty , " You will die , and the Time Lords will never return . " Despite these words , the Doctor has not been shot down where he stands . Rightfully so , the Daleks lack the courage to finish him off , thinking he might have some trick up his sleeve , until the Doctor explicitly states he has nothing left to stop them this time . The Daleks begin opening fire on the town below , but still desist from attacking him directly . As the Daleks begin their attack , however , a new , much larger crack appears in the night sky , apparently unnoticed by all but the Doctor . Golden energy emanates out of it and enters the Doctor ' s mouth . As he swallows the crack ' s gift , the Doctor ' s eyes widen in surprise as he realises what has just happened , and his mood completely turns over when he sees his hands glowing with the all - too familiar force that has saved him from death twelve times before ; the Time Lords have granted him a new cycle of regenerations . Unaware of this , the Daleks begin to taunt him , asserting that : " The rules of regeneration are known ! You have expended " all " your lives ! " However , repossessed of his old vigour , the Doctor begins to dance around and act like his old self again . He twirls his walking stick and defies his enemies with the mocking challenge " Sorry ? What did you say ? Did you mention the rules ? " before giving them a little advice : " Tell me the truth if you think you know it ; lay down the law if you ' re feeling brave . But , Daleks - Never . Ever . Tell Me THE RULES ! " . He begins boasting that his unprecedented thirteenth regeneration is " breaking some serious science " and is " gonna be a whopper ! " As his impossible regeneration begins , Christmas town ' s clock strikes twelve . The Daleks begin to panic as they realise he really " is " regenerating , as the Doctor challenges his enemies to kill him , telling them : " If you want my life - Come . And . GET IT ! " He whips his arms around and channels his regeneration energy skyward to destroy the Daleks and their ship . Several Dalek fighter pods are blown right out of the sky as Clara rushes out to tell the people of Christmas to hurry and take shelter from the chaos about to begin . All of the citizens rush into the tower as destroyed and burning fragments of Dalek fighter pods and their pilots rain down on the townscape . With a final , devastating blast to the Dalek mothership , the Doctor lets out a triumphant roar of : " Love from Gallifrey , boys ! " before directing all of the energy he has left through his hands and head . His finishing assault climbs very far into the air and wreaks havoc on the gunship , eliminating it from the skyline . An enormous explosion results from his regenerative energy , obliterating every single Dalek attacking the planet as the shockwave blows them to smithereens . The ground quakes , embankments of snow rumble loose in cascading avalanches , and the top of the clock tower is blown apart . The force of the explosion is so powerful , it even rocks the TARDIS . In the aftermath of the Doctor ' s regenerative backdraft , the shaken villagers of Christmas emerge from hiding . A woman sobs from the impact of what has happened while others work quickly to clean up the scene of bedlam and rescue others needing help . Clara quickly returns to the TARDIS in search of the Doctor , finding the call box door open , where the outside phone mysteriously lies off the hook ; she puts it back where it should rest and goes inside . She sees the Doctor ' s worn out winter clothes splayed on the TARDIS console floor , while a nearly - empty bowl of fish fingers and custard sits on the control panel . She hears footsteps coming up the stairs . She turns to see the Doctor , with his current incarnation ' s youth restored and dressed in his normal clothes . Clara ' s joy at seeing a " young " Doctor quickly fades when he informs her that this is " just the reset " - the process of change has started , and cannot be stopped . He enjoys one last taste of the fish custard , a meal he relished at the very start of his now fading incarnation . Clara is saddened greatly when she realises that the Doctor she knew is about to disappear . However , the Doctor is not upset about the regeneration yet to come . He understands how fast everything about him and life itself can be gone in a moment , because it is always changing . He comforts Clara by telling her that times change , and so must he . The Doctor ' s hand begins to glow with regenerative energy and he smiles . Suddenly , he sees a little girl running through the balcony of the TARDIS with cheerful giggling , with every inch of its walls covered in her drawings of their adventures together , alongside those given to him by the children on Trenzalore . Aloud , he calls out to Amelia . Confused , Clara asks who Amelia is , and he describes her as " the first face this face saw . " Happily awaiting the regeneration , the Doctor gives this incarnation a fond eulogy . He assures Clara , " We all change , when you think about it , we are all different people , all through our lives , and that ' s okay , that ' s good ! You ' ve gotta keep moving , as long as you remember all the people that you used to be . I will not forget one line of this , not one day , I swear . I will always remember when the Doctor was " me " . " He then sees an adult Amy Pond in the TARDIS . Amy descends from the balcony , places her hand against his cheek , and tells him , " Raggedy Man . . . good night . " The Doctor places his hand against her face as well , only to see he ' s reaching out for air ; his vision of Amy and the drawing - covered TARDIS wall was a hallucination . Ready to move on and become a new man , the Eleventh Doctor removes his cherished bow - tie , dropping it to the floor , before seemingly focusing on his impending regeneration . In tears , Clara begs him not to change and reaches out to him . Extending his hand - now glowing with regenerative energy - towards her , he smiles wearily and whispers " Hey . . . " , and then suddenly jerks his head back . . . In nearly an instant , accompanied by a sudden flash of golden light and an explosive sound , the Doctor completely changes from the youthful , geeky alien Clara knew , to a tall , gaunt , older - looking man with short silver hair and the impeccable razor - sharp gaze of the mysterious Doctor from the future that joined the previous twelve to rescue Gallifrey from the Time War . Utterly dumbfounded by this new face , Clara can only watch open - mouthed as the Twelfth Doctor stares her right in the eyes , before stumbling backwards with a grunt of pain , clutching his abdomen . He proclaims , " KIDNEYS ! I ' ve got new kidneys ! I don ' t like the colour . . . " Bewildered , Clara can only ask if it ' s the colour of his kidneys he doesn ' t like . Suddenly , the TARDIS begins shaking . The new Doctor not only tells her that they ' re likely to be crashing into something , but to her horror , he says he has " just one question . . . do you happen to know how to fly this thing ? " Story notes . Filming locations . " to be added "