Nightmare in Silver ( TV story ) Nightmare in Silver was the twelfth episode of the seventh series of " Doctor Who " produced by BBC Wales . This adventure introduced a dramatic evolution to the Cyberman race that replaced the previous design they had maintained since their return in " Rise of the Cybermen " , employing a multitude of new abilities , including that of being able to convert species other than humans , this effectively reintroduced the Cybermen of the Doctor ' s universe for the first time since the series started back in 2005 . Likewise , the Cybermat s evolved with their progenitors into a more compact form known as Cybermite s . Additionally , the Cybermen utilised a Cyber - Planner for the first time onscreen in the revived series , last seen in " The Invasion " . The episode also saw the introduction of " Cyberiad " , the collective consciousness of all Cybermen . It also saw the Cybermen become much more efficient and deadly , being able to almost instantly adapt to weaknesses ; they also overcame their weakness to gold . It also marks the second time on - screen that the Doctor has allowed children inside of the TARDIS , due to them being associated with one of his companions . He previously had done so in his previous incarnation with Sarah Jane ' s companions in " The Wedding of Sarah Jane Smith " when they asked to take a look inside the time machine . This episode also allowed actor Matt Smith to undertake a dual role as the Eleventh Doctor gained an evil Cyberman alter - ego , Mr Clever . Synopsis . The Eleventh Doctor takes his companion , Clara Oswald , and her wards , Angie and Artie , to the biggest amusement park , Hedgewick ' s World of Wonders . The theme park is empty , occupied by a " punishment platoon " and a lone impresario with empty Cyberman shells as exhibits . The Doctor decides to stay a while , however , to investigate strange insect creatures that are roaming the park . But these insects are really machines seeking to convert the life forms on Hedgewick ' s World into the newest generation of the ever - upgrading menace . . . Plot . The TARDIS lands and the Eleventh Doctor , Clara , Angie , and Artie Maitland step out . The Doctor welcomes them to Hedgewick ' s World of Wonders , the biggest and best amusement park ever . Angie points out that he messed up ; it ' s pretty obvious they ' re on the moon . However , the Doctor tells them it ' s not the moon . Artie asserts again that it looks like it . Suddenly , a rock opens and a short man in a top hat peeks out . He asks if they are his ride from Dave ' s Interstellar Taxi Service . They deny it , prompting the man to note that the service was supposed to come months ago . A shout goes up and the man disappears . A military platoon comes storming out and demands identification from the travellers . The Doctor flashes his Golden Ticket , and when that doesn ' t work , whips out the psychic paper . The captain recognises him as the Imperial Consul , and asks for news of the Emperor . The Doctor tells her that he hasn ' t heard anything more than she has ; from this , the Doctor learns that the Emperor has vanished . The Doctor dismisses the platoon , and the top - hat man comes out again . The man leads them into the desolate , formerly grand amusement park , and then into his attraction : Webley ' s World of Wonders . He introduces himself as Impresario Webley , and shows them his waxwork attractions of beings . He asks Artie for a game of chess , and leads him to a chess board , explaining that " we destroyed them 1000 years ago , and now he ' s back to destroy you . Behold the enemy ! " Webly pulls a sheet of the other side of the table , revealing a Cyberman powering up . The Doctor yells for everyone to get down . However , Webly smiles and assures them that it ' s completely harmless . He cites his display as " the six hundredth and ninety - ninth wonder of the universe " , and a master at chess , despite the fact that it is an empty shell . He offers five Imperial shillings for a penny if Artie can beat the Cyberman at chess . Artie offers a sandwich , and Webley accepts . He shows that the shell is free of all devices . Webley offers a silver penny to Angie if she can figure out how it works . She guesses that it ' s done with mirror s . The Doctor deduce s that it ' s being controlled by a man inside the box , named Porridge , and Webley gives Angie a silver penny . Webley shows off the rest of his Cyberman collection , as well as a wax figure of Emperor Ludens Nimrod Kendrick Cord Longstaff XLI , Defender of Humanity and Imperator of Known Space . The adults lead the kids off to the Spacey - Zoomer ride . The Spacey - Zoomer ride turns out to be an anti - grav ride , letting the children fly and float around . Clara wants to get the kids home , but the Doctor doesn ' t want to leave . He finds " funny insects " that he wants to investigate , and forces everybody to stay longer . The kids crash on couches in Webley ' s house , and adults go off , with the Doctor warning the kids not to wander off . The terrified kids settle into the couches . Webley resets his chess board while eating the sandwich he won off of Artie . Suddenly , the Cyberman grabs him and Cybermites begin upgrading Webley . Meanwhile , Angie declares the future to be stupid , complaining that there isn ' t even phone service . She leaves , despite protests from Artie , as the insects crawled over Clara ' s phone . Elsewhere , Porridge explains the Cybermen to Clara . He tells her of the Tiberian Spiral Galaxy , which had to be blown up to destroy the Cybermen . Porridge comments that he feels like a monster : instead of mourning a billion trillion deaths , he feels sorry for the person who had to press the button . The Doctor interrupts and asks Clara if she told Angie she could go to the barracks . Clara realises that Angie had wandered off . In the barracks , the platoon are trying to fix their systems , when Angie appears . The captain asks Angie where her sister was . Realising that she meant Clara , Angie denied that they were sisters , calling Clara stupid and saying she was talking to Porridge ( the captain mistaking this as Clara talking to real porridge ) . The captain pulls Angie off for a talk . Meanwhile , Artie wanders off , looking for a light switch . He finally finds the lights . Suddenly , one of the Cybermen suits abducts him . At the barracks , Angie is telling the captain about Porridge when Clara storms in . Without warning , an upgraded Cyberman appears in the doorway . The Cyberman , able to move faster than their eyes can follow , captures Angie and escapes . Clara tries to go after Angie , being stopped by the Doctor . He promises that he will get her back . The Doctor invokes his " power " as " Imperial Consul " , stripping the captain of her rank and giving it to Clara . He tells Clara not to let them blow up the planet , to get to somewhere defensible , and to stay alive . The Cyberman brings Angie to a room , where she finds her brother controlled by a Cyber earpiece . She attempts to get his attention ; he responds in an electronic voice that she should wait to be Upgraded . Seeing Webley shushing her , Angie screams in terror . Meanwhile , Clara , in her new role as commander , scrounges up all their resources to build an offence against the Cybermen . They decide to move to Natty Longshoe ' s Comical Castle for defence . The captain informs Clara that the platoon can deal with one Cyberman , but there are protocols that they must follow if they cannot find and destroy it : specifically to blow up the planet . Clara rejects this and orders the platoon to move to the castle . When asked if she trusts the Doctor , Clara confirms that she does ; but when asked if she thinks the Doctor knows what he ' s doing , Clara retorts " Not sure I ' d go that far . " The Doctor returns to where he left the children , finding them missing . He spots a cyber insect on a display . Regarding it , he informs whoever is watching the feed that the children are under his protection , and he is coming to get them . Then he informs the machine that " [ it ] is beautiful ! " , sonics it , and studies it . He uses the sonic to tune into the local transmat , bringing himself to the children . He realises what has happened to them and Webley . His brain fully converted , Webley speaks for the Cybermen . He informs the Doctor that they needed children , and declares him the " saviour of the Cybermen " . The platoon approaches the castle , and the captain tries to convince Clara to blow up the planet . Clara declares that the only reason she was alive is because she listened to the Doctor . Webley tells the Doctor of the Cybermen . As the battle raged between humanity and the Cyberiad , they built a bunker to repair their damaged units . They needed children ' s brains to build a new Cyber - Planner , as a child ' s brain has infinite potential . However , now that the Doctor is there , they have no need of the children ; a Time Lord has a brain filled with more potential than mere children . The Doctor scoffs , telling them that they can only convert humans . Webley tells him that that is no longer true ; thanks to the Cyber - Wars , the Cybermen were forced to learn how to bypass their limitations of assimilating only humans into their fold . . Webley throws Cybermites on the Doctor , which incorporate him into the Cybernetwork . He becomes the Cyber - Planner , with non - human brain power to dream up ideas to strengthen the Cyberiad . He takes stock of his body , noting the unfamiliar systems and remarkable brain power . Finding the title " Cyber - Planner " dull , it inside calls itself " Mr . Clever . " Inside the Doctor ' s mind , the two meet . Rather in a Jekyll and Hyde manner , the two wage war for control , the Cyber - Planner using his memories to torment the Doctor . The Cyber - Planner finds delight in his cleverness , realising that there is information on the Time Lord s available . The Doctor blocks it all but information on regeneration . He threatens to regenerate right then and there , to burn out the Cyber - Planner . He doesn ' t want to , unsure of what he ' ll end up with next , but acknowledges that he could do it . The Cyber - Planner declares a stalemate , concluding that they are too well balanced . One must take over . Each controls 49 . 881 % of the brain , leaving . 238 % unclaimed . The Doctor challenges the Cyber - Planner to a game of chess ; winner takes all . If the Cyber - Planner wins , he gets the Doctor ' s mind . If the Doctor wins , he gets his mind back , the children are freed , and nobody dies . Missy takes guard of a corridor . She notices a shadow , and reports it as possibly a Cyberman . The Cyberman detaches its hand , which crawls over to Missy and drags her out of her hiding place . Back at base , the platoon realise that the Cyberman is on its way . Clara demands to be shown all weapons . There is only one anti - cyber gun . She is shown hand pulses , which are able to disable a Cyberman on contact . Finally she is shown the weapon which can implode the planet . Clara takes the remote control from the captain , but the captain informs her that the fallback voice - activation is set to respond to her voice only . Clara orders her to detonate the device only when she directly orders her to . The captain challenges Clara ' s command , but Clara asserts her authority with Porridge ' s help and signs for the remote control . The Doctor and the Cyber - Planner begin their game . While they play , the Cyber - Planner asks the Doctor why the Cyberiad has no record of him . He then realises that the Doctor purposely erased himself from history , noting that he could be reconstructed from the holes he left . The Cyber - Planner rails against him , telling the Doctor that he cannot win against him . The Doctor counters with his knowledge of early Cybermen . Their codes can be scrambled by cleaning fluids and gold . The Cyber - Planner laughs : " That ' s your plan ? Cleaning fluid ? " The Doctor replies in negative , slapping his Golden Ticket on the the metallic growth on his face , temporarily scrambling the circuits . He comes back to himself , collects the chess board , and brings the children and Webley to another room . The captain and Porridge are discussing a secret regarding Porridge . She talks about guarding the old Emperor , and how she knows . Clara interrupts , asking why it was necessary to blow up a whole planet just to get rid of one Cyberman . Porridge says there are ways to kill a Cyberman , but they don ' t always work . Blowing up the planet is the only surefire way to do it . The captain says that she was sent to the punishment platoon because she didn ' t follow orders , and that she can make up for it now . She declares that she will do what she was born to do : fight for the Empire . She begins to voice - activate the weapon but is shot by a Cyberman . Clara decides to go on the offensive , otherwise facing death . The platoon mobilises with hand pulses and the anti - cyber gun . The members of the platoon launch sneak attacks on the Cybermen , with limited success . The Doctor approaches the castle with the children and Webley in tow . Clara comes out with the anti - cyber gun and the Doctor greets her . The Doctor rattles off his news : he kidnapped the Cyber - Planner , which is in his head . The kids are in a walking coma , which he may or may not be able to correct . There are more Cybermen active , and the Cyber - Planner is installing a gold patch . He asks for a table and for somebody to immobilise him ( except for his hands ) . Once tied up , the Doctor removes the gold sheet from his face ; either of his own will , or because Mr . Clever managed to bypass gold weakness . The Cyber - Planner reemerges , taunting Clara . As the Cyber - Planner continues to rattle on threats , the Doctor moves his hand , writing " HIT ME ! " on the notepad beside the chess board . Clara obliges , smacking him ; the Doctor explains that a sudden shock to his nerves is what he needed to get back control . Clara demands to know the stakes . The Doctor explains , going on to state that being evil , the Cyber - Planner will probably break his promise if the Doctor wins the chess match . Clara begs the Doctor to fix Angie and Artie . He says that they ' re just in standby mode . When Clara protests , the Doctor says the children have more a chance getting out this situation alive than she does . Taken aback , Clara asks which of the two personalities said that . With a smirk , Mr . Clever states it was him . He threatens her immediate death , and she leaves to prepare the platoon for the coming onslaught . Clara discusses their weapons , which are minimal at that point . Spotting a cable , she cleverly devises a plan to electrify the water in the moat . They drop the cable into the water , turn on the power , and raise the drawbridge to force the Cybermen to cross the water . The Doctor ' s game continues . Inside his mind , the Cyber - Planner awakes the legions of Cybermen hidden in the barracks . Inside the citadel , the platoon prepares their defense . The Doctor calls for Clara , and she goes to check on him . The Doctor cheerfully asks her for a rundown on their weapons , with keen interest in the planet - imploding bomb . She shows him the remote trigger , which he tries to take possession of . She snatches it away from him , suspicious of who really is in control . The Doctor says the Cyber - Planner is hibernating , but Clara doesn ' t buy it . She tells him to tell her something only the Doctor knows . Looking rather sincere , the Doctor begins to tell her that he is falling in love with her . He moves to kiss her , but Clara slaps him again . The Doctor comes to himself , asking Clara how she knew . Clara that ' s even if what Mr . Clever said was true about the Doctor ; the Doctor himself would never say those things . Clara tells him to finish the game , and the Cyber - Planner grabs her hand , wresting the remote control from her and destroying it . The Doctor is grim , but is overtaken once more ; Mr . Clever states that without the threat of the planet blowing up to deter them , he can now order the Cybermen to attack . Clara and the platoon ready their attack with the five hand pulses and the nearly empty anti - cyber gun . The Cyber - Planner declares endgame and moves to finish the Doctor . The Cyberarmy begins to assault the castle . One steps into the moat and is apparently electrocuted . The platoon celebrates , but then the Cyberman upgrades itself . The patch is spread through the ranks , and the Cybermen continue onward . Clara gives orders to defend the castle , and tells Porridge to keep himself safe . Two soldiers shoot down the first Cyberman , but balk as more come through . Porridge grabs the bomb , muttering that he should have destroyed the planet when he had the chance . The Cyberplanner taunts the Doctor , offering him one more deal . If the Doctor sacrifices his queen , the Cyberplanner will release the children but win the game in five moves and take the Doctor ' s mind . The Doctor accepts the deal and Angie and Artie are released . The Doctor appears to have lost , but the children are free . The Cyberplanner taunts him once more , telling him how foolish he was to have pointlessly sacrificed himself for two human children . He mockingly asks the Doctor if he thinks that the death of the children will affect his relationship with Clara . Webley moves to kill the children , but Porridge slaps a hand pulse onto his leg and kills him . Angie awakes and the Doctor tells her to look after Artie . The platoon are losing the battle . They are out of weapons , and the Cybermen ' s continual upgrades are proving to be more than a match for the ragtag soldiers . The Doctor taunts the Cyber - Planner , telling him that sacrificing his queen was the best move he could have made . The Time Lords invented chess , and the Doctor has cleverly set up a trap that will give him checkmate in three moves . The Cybermen appear to be overwhelming the platoon , but as they are about to deliver the killing blows , the Cyber - Planner pulls in their resources , giving him extra processing power to figure out and counter the Doctor ' s strategy . It saves the lives of Clara and the rest of the platoon , but puts the Doctor at a serious disadvantage . As the platoon makes their last stand , the Doctor initiates his endgame . Move One : Turn on sonic screwdriver . Move Two : Activate pulse . Move Three : Apply pulse . With some resistance from the Cyber - Planner , the Doctor slaps himself with the hand pulse and destroys the Cybercircuitry in his body . " That ' s cheating ! " Mr . Clever yells . Once free , the Doctor states that he was just pulling the resources like Mr . Clever was . Clara rushes in to find the Doctor completely back to himself and unties him ; the Doctor explains that when expelled from his body , Mr . Clever is now in every Cyberman . The Doctor decides that they need to blow up the planet to destroy the Cybermen . This seems impossible since the captain is dead , but Angie deduces that Porridge can voice activate it , since he is the Emperor . The statue was made taller than he actually was but his face matches that of it and on the coin . Porridge reluctantly admits that Angie is right , but states that he hates his job and if he activates the Desolator , its all over . Confronted with the reality of the situation , Porridge reluctantly activates the Desolator which will blow in about 80 seconds . However , the activation by Porridge has signaled the Imperial Flagship which transmats everyone and at the Doctor ' s request , the TARDIS , aboard . As the group watches , the Desolator destroys Hedgwick ' s World of Wonders and presumably all of the Cybermen . Porridge remarks that he liked being normal : not an emperor of a thousand galaxies , not lonely . Clara says that he doesn ' t have to be lonely , and he agrees , proposing to her on the spot . The Doctor attempts to interrupt , but is shushed by Clara , who prompts the Emperor to continue . Porridge makes a convincing argument , to which Clara declines gently . Angie calls her stupid for not saying yes , loudly declaring that one day , she ' ll be queen of the universe . Porridge pretends to threaten them with execution , before mirthfully telling them to leave . The Doctor returns the children and Clara to their home , pondering Clara ' s identity once more . Back on the imperial ship , the Emperor asks if there was any Cybertech remaining . With the answer being no , the Emperor then flies his ship home — with a floating Cybermite blinking in the darkness of space . Story notes . Ratings . Overnight viewing figures estimate that the episode was watched by 4 . 7 million viewers , rising to 6 . 64 million after calculating the final ratings , making it the ninth most - watched programme of the week on BBC One . Filming locations . " to be added " Home video releases . DVD Releases . " Nightmare in Silver " was released as part of Doctor Who Series 7 Part 2 on May 22 , 2013 , and as part of The Complete Seventh Series on September 24 , 2013 . Blu Ray releases . " to be added "