Racnoss The Racnoss were an ancient race from the Dark Times of the universe who re - emerged after billions of years to threaten Earth in 2007 . Biology . Appearance . The Racnoss looked like large half - humanoid , half - arachnid beings , with blood - red skin and a crested skull . They had three pairs of eyes – one pair in the place where humans have theirs , and the remaining ones on the forehead . They had ten razor - tipped limbs , two of which were arms that strongly resembled blades . They had spinnerets at the base of their abdomen , allowing them to produce miles of webbing . ( TV : " The Runaway Bride " ) Life cycle . Born with a ravenous hunger , the Racnoss mastered teleportation , which completely negated the need for them to land their ships when they visited other planets . The Empress apparently was the one who had the duty of laying egg s , which hatched into other Racnoss , meaning that the entire Racnoss race were the children of the Empress . The young were born starving , and so invaded planet s to feed off all life on them . ( TV : " The Runaway Bride " ) Technology . Most of Racnoss technology was made of a fine , silk - like substance , strengthened and powered by Huon energy , including their spacecraft , amongst other things . The " Webstar " had energy weaponry which was used to kill for meat . It also had scanning equipment which the Empress of the Racnoss used to watch a planet and a teleporter to allow her to travel to and from the planet . ( TV : " The Runaway Bride " ) History . The Racnoss evolved in the Dark Times of the universe . ( TV : " The Runaway Bride " , " The Infinite Quest " ) They had some form of civilisation on Arcnoy Twelve , which was in ruins by the 51st century . ( PROSE : " River of Time " ) They were nearly wiped out by the Fledgling Empires ( TV : " The Runaway Bride " ) in the Racnoss Wars ( AUDIO : " Empire of the Racnoss " ) over 4 . 6 billion years BC . Gallifreyan s also had a hand in this . Nearly all of the survivors of the race escaped in their spacecraft , around which the planet Earth would later form . The Empress of the Racnoss stayed in her Webstar , but also went into hibernation at the edge of the universe until she decided to search for her young . Around 2007 , the Torchwood Institute began a drilling attempt to the centre of the Earth . This awoke the " Secret Heart " , which in turn signalled the Empress of the Racnoss . She came to Earth and used Huon particles manufactured from the River Thames to feed Donna Noble with the right catalysis of particles to awaken her young . The Doctor killed the Racnoss young by flooding the tunnel to the centre of the Earth with water from the Thames while the Empress teleported back to the " Webstar " plotting revenge . However , she had used up all of her power to attack London and revive her children and was left defenceless to a tank attack ordered by which destroyed the ship and killed her , rendering the Racnoss extinct . ( TV : " The Runaway Bride " ) Other references . Some historians believed that a splinter nest of Racnoss may have been the ones that attacked the makers of the Clade s . ( PROSE : " Peacemaker " ) Jack Harkness speculated that an interaction with the Racnoss hibernation field ' s huon particles may have resulted in the Blessing , but was forced to admit he had no idea . ( TV : " The Blood Line " ) A drawing of a Racnoss was inside the clock tower in the town of Christmas during the Siege of Trenzalore . ( TV : " The Time of the Doctor " )