Grace Holloway Dr Grace Holloway was a San Francisco cardiologist and a member of the Board of Trustees of the Institute for Technological Advancement and Research . Her work brought her into contact with the Seventh Doctor , whose regeneration she inadvertently initiated . Following this change , she became the first companion of the Eighth Doctor . Biography . Meeting the Doctor . Dr Holloway was known as " Amazing Grace " by her colleagues at Walker General Hospital , where she worked as an on - call cardiologist . The " on - call " part of the job description was particularly annoying to her live - in boyfriend , Brian . On the evening of 30 December 1999 , Grace was attending the opera when she was paged . She rushed to the hospital to deal with an unusual cardiac case that had come in — the Seventh Doctor , who had suffered minor bullet wounds and who apparently had a heart defect that caused a very irregular heart beat . Unknown to Grace , her patient had been x - ray ed earlier and appeared to have two hearts . While conducting exploratory surgery with a fibre - optic camera , she could not navigate in the Doctor ' s circulatory system . She inadvertently caused a fatal injury to him and he died on the operating table . Upset at losing a patient , an event witnessed by the hospital ' s financial supporters , Grace ordered an autopsy . Due to the incident , complicated by the corpse ' s subsequent disappearance from the morgue , Holloway resigned the next morning rather than be complicit in a cover - up of the events . Brian also left her , taking all his possessions — along with half the furniture . On 31 December , while she was leaving the hospital , the Eighth Doctor followed her , claiming to be the man who had died the night before . At first Grace refused to believe him , but was convinced when he took the remains of her probe from his chest . She learned he had undergone regeneration , which had changed his appearance and personality . He was also suffering from amnesia . Hours later , he suddenly regained his memories of being the Doctor , a Time Lord . He celebrated the return of his memories by kissing Grace . With his memories restored , the Doctor enlisted Grace to help him get a beryllium chip from the atomic clock inside the Institute for Technological Advancement and Research to repair the timing mechanism inside his TARDIS and close the Eye of Harmony . She called an ambulance operated by the Master and Chang Lee . When the Doctor realised that the Master was inside the ambulance , they escaped . Before they could do so , the Master secretly possessed Grace . Returning to the TARDIS , Grace knocked out the Doctor and put him in restraints . The Master then forcibly opened the Eye using Grace ' s retina ( freeing her from possession and returning her human eyes ) so that he could steal the Doctor ' s lives . Grace was able to reroute the power of the TARDIS and put it into a temporal orbit , stopping the Master ' s plans and returning the Doctor ' s lives to his body . After freeing the Doctor , the Master threw Grace from a balcony inside the Cloister Room , killing her . After the Master fell into the Eye , the TARDIS revived Grace along with Lee ( who the Master had also killed ) and the Eye was once again closed . Landing on 1 January 2000 , the Doctor invited Grace to travel with him as a companion , but she declined , countering that the Doctor should instead join her . After sharing a romantic kiss with her , the Doctor departed in the TARDIS and each went their separate ways . ( TV : " Doctor Who " ) In February 2000 , Grace was still working as a surgeon in San Francisco . She met the Doctor again after arriving home from work . The Doctor took her on several trips in the TARDIS , to which Grace became overfaced with . The Doctor decided to take Grace to a planet similar to Earth , to calm her down . Grace helped the Doctor to save the people of the planet from being forcibly taken to be organ donors . Grace asked the Doctor to take her home after the adventure . Before he could do so , Grace was kidnapped by Adam Mitchell . ( COMIC : " The Body Politic " ) Grace was freed from her imprisonment by multiple incarnations of the Doctor . She helped the Doctors defeat Mitchell , Auton s and the Master with the help of some of the Doctor ' s other companions . The Doctor subsequently took her home . ( COMIC : " Endgame " ) After the Doctor . After she returned to Earth , Grace began examining the remnants of a substance the Master spat at her during the battle . This led her to working with an MI6 - sponsored genetics lab in hopes of creating a human - Time Lord hybrid capable of regeneration . When Holloway was later reunited with the Doctor , he chastised her for this , though they ultimately reconciled and parted company with another kiss . ( COMIC : " The Fallen " ) The Doctor indicated that he was familiar with her work and that she was destined to do " great things " . ( TV : " Doctor Who " ) Holloway interpreted this as being a reference to her work with MI6 on the human / Time Lord hybrid . ( COMIC : " The Fallen " ) She survived the Cyberman invasion of Earth in 2005 and concluded that the Doctor must have stopped them . ( COMIC : " The Flood " , " Hunters of the Burning Stone " ) As of 2010 , Grace was looking into new breakthroughs in surgery . ( PROSE : " Death of the Doctor " ) A photograph of Grace standing next to a UNIT officer was in display in UNIT ' s Black Archive alongside that of other long - and short - term companions of the Doctor . ( TV : " The Day of the Doctor " ) Legacy . The Twelfth Doctor saw Grace , among other companions , when Bernice Summerfield was hit by temporal energy in the Pyramid Eternia . ( PROSE : " Big Bang Generation " ) Parallel universes . In an alternate universe , the Eighth Doctor married Grace instead of returning to his travels through time . The Doctor had some trouble adjusting , but got a stable job being a professor at a university . On one occasion , they invited Ted and Alice over for dinner . ( COMIC : " The Glorious Dead " ) Personality . Grace was intelligent , feisty and independent , with a strong sense of humour and a love for opera . She was initially doubtful of the Doctor ' s claims , both about his identity and his apocalyptic predictions . However , once convinced through evidence , she proved a resourceful ally . Grace soon fell in love with the Doctor noting that " she had finally found the right guy and he ' s from another planet " . Despite this , she refused the Doctor ' s offer to travel with him and to learn about her future , preferring for it to remain unknown . ( TV : " Doctor Who " ) Habits and quirks . Grace expressed an interest in Puccini ' s operas ( playing a recording of " Madame Butterfly " in the operating theatre while working on the Doctor ) and the art of Leonardo da Vinci ( the Doctor remarked , on seeing a Leonardo print on the wall of Grace ' s apartment , " He had a terrible cold when he drew that " ) . ( TV : " Doctor Who " ) Behind the scenes . Return ? According to media coverage of the film in 1996 , had " Doctor Who " been revived as a series at that time , Grace Holloway would not have continued as a regular companion . Later , Philip David Segal , the producer of the TV movie , stated for the record that Dr Grace Holloway would have returned as the Eighth Doctor ' s companion had Fox greenlit the series . Mr Segal made this statement during the " TV Movie Reunion " panel discussion at the Gallifrey One Convention held in Los Angeles on Saturday , February 18 , 2012 . Due to complex licensing issues , Grace is one of a handful of pre - 2005 characters not available to Big Finish Productions for use in audio dramas . This has not prevented her from appearing in comic strips and comic books ( most recently in the comic miniseries " Prisoners of Time " in 2013 ) . An obscure photograph of Grace was included on the " wall of companions " seen in the television story " The Day of the Doctor " , positioned to the top - right of the Brigadier ' s photograph . In the 2014 documentary " The Ultimate Companion " , a clearer image of the photo is seen and is revealed to be a photo of Grace standing next to an unidentified UNIT officer , in similar fashion to another photograph on the board that digitally unites Mike Yates and Sara Kingdom .