The Pandorica Opens ( TV story ) The Pandorica Opens was the twelfth episode of series 5 of " Doctor Who " . It was the first of a two - part series finale . Its narrative concluded in the following episode . River Song made a reappearance in this episode , as did the Auton s , along with the stunning return of Rory Williams , after losing his life and every trace of his existence , save one link that provided the means for his resurrection . At the time of its release , it was unique amongst BBC Wales series finales as the first series - ender with significant principal photography outside Wales . It was also the first to have been the " Doctor Who " debut of its director and cinematographer . It was the first finale to have used major guest actors — aside from companion s — who had featured in previous single episodes of the series . Finally , it featured the largest number of individual alien species seen in a single episode of " Doctor Who " ever . In " Doctor Who Confidential " , Steven Moffat noted that back when Russell T Davies was the head writer , he always made his season finales bigger and bigger than the previous year . Steven took this into consideration when writing the two part finale of Series 5 , hoping it would continue the tradition . Synopsis . A Van Gogh painting ferried across thousands of years offering a terrifying prophecy , a message on the oldest cliff - face in the universe and a love that lasts a thousand years : in 102 AD England , Roman s receive a surprise visit from Cleopatra . Nearby , Stonehenge hides a legendary prison - box . As it slowly unlocks from the inside , terrible forces gather in the heavens . The fates are closing around the TARDIS . The Pandorica , which contains the most dangerous threat in the Universe , is opening . Only one thing is certain : " The Pandorica will open . . . Silence will fall " . Plot . In France in 1890 , Vincent Van Gogh , who has finished his sunflower painting and dedicated it to Amy , screams and sobs unceasingly . Doctor Gachet and Madame Vernet are at his bedside ; Gachet tries to calm Vincent with Venet complaining about how much worse Vincent ' s screaming is compared to his drinking as the whole neighbourhood can hear him . Gachet firmly tells Venert that Vincent is ill before she notes the painting displayed on a nearby easel is worse than his usual work . Gachet stops attending to Vincent briefly to see the painting ; both wonder what it can be . In the Cabinet War Rooms in 1941 , Professor Edwin Bracewell ( now with a working replacement left hand ) carries a rolled - up canvas to Winston Churchill ' s office . Bracewell shows it to the Prime Minister , explaining it ' s a Van Gogh original found behind a wall in an attic in France . Obviously , the painting is a message ; Churchill doesn ' t understand it . However , Bracewell points out that he ' s " not " to understand it , but to deliver the message instead ; they both know who needs to see it . At the Stormcage Containment Facility in 5145 , a guard answers the phone outside River Song ' s cell and says there is no " Doctor " in the prison . River tells the guard she ' s entitled to phone calls and receives the phone . Once she realises it ' s not the Doctor on the other end of the line , Churchill demands to know where the Doctor is . River explains that phoning the Time Vortex doesn ' t always work ; however , the TARDIS cleverly rerouted the call to her . River demands the message . She returns the phone to the guard and asks if this is his first day . When he says it is , she apologises and kiss es him . Her hallucinogenic lipstick makes him delirious and enables her escape . In the Royal Collection that same year , River walks among the paintings in the gallery . She finds the one she is looking for , but trips an alarm on her way out and is held at gunpoint by Liz 10 . River asks Liz if she has met the Doctor , making the Queen smile while remembering her adventure with him ; she explains to Liz that the Doctor is in trouble , making the Queen wonder why she is stealing a painting if it ' s true . River explains the Doctor must see the painting ; she has Liz look at the painting , which horrifies the Queen . River speaks to Dorium Maldovar at the Maldovarium . Dorium has heard rumours that she is seeking time travel ; he offers her a vortex manipulator taken from the wrist of a Time Agent . Dorium informs her that it is not cheap , wondering if she ' s brought him another " pretty toy . " River offers him a Callisto Pulse , which can deactivate micro - explosives from up to twenty feet away . Dorium wonders why he ' d need it and learns that she had slipped some micro - explosives into his wine . In the TARDIS , Amy is sitting on the swing below the console floor , examining the ring she found in the Doctor ' s jacket before . The Doctor pops his head down from above , making her hide the ring . The Time Lord tells Amy that he has just had the most brilliant idea ; they ' re going to visit Planet One , the oldest planet in the universe , where an undeciphered message has been carved into a diamond cliff face and never translated before . The TARDIS translation matrix will crack the inscription and reveal to them the oldest message in creation . When they step out to see it , the message reads , " Hello , sweetie , " with a set of temporal coordinates carved beneath . The coordinates lead them to Roman Britain in the 2nd century , where Amy notes that Roman history was her favourite topic at school . They are greeted by a Roman soldier with a lipstick smear across his mouth ; he thinks the Doctor is Caesar . He takes them to meet " Cleopatra , " who is actually River in disguise . he scolds River for her graffiti , only for her to retort that he doesn ' t answer his phone . She shows them Vincent ' s painting ; they are shocked to see it ' s a painting of the TARDIS exploding . As the Doctor has already retrieved a TARDIS fragment from a Time Field in a Silurian city , this new find worries him greatly . He asks if it has a title ; River informs him it ' s " The Pandorica Opens " , and that Vincent left coordinates in the painting to lead him there . Amy wonders what it is ; River explains the Pandorica is a prison designed to contain " the " most feared thing in all the universe . The Doctor then begins looking at maps , despite River ' s protest that it won ' t be on one ; however , the Doctor says that if someone buried the most feared thing of all , they ' d want to remember where . The Doctor , Amy and River ride to Stonehenge to find the Pandorica . Amy explains to River that she warned them about this after climbing out of Byzantium ; River says that she " hasn ' t , but will " . River ' s scanner also gives a reading that shows energy weapons have been fired on that spot , implying that the Pandorica is there . The Doctor quickly deduce s that they need to get underground ; by nightfall River has placed devices that move a stone on the ground away from a secret entrance . They descend , not noticing a Cyber - head , which begins to reactivate . They discover the Pandorica , much to the Doctor ' s disbelief , as he thought it was simply a fairy tale . He goes on to reexplain that the most feared being in all creation , a trickster soaked in the blood of a billion galaxies , who could not be reasoned with , was locked in the Pandorica . Amy wonders how ; the Doctor says that like most fairy tales , a good wizard tricked it . River expresses her hatred for good wizards in fairy tales as she feels they " always " turn out to be the Doctor . Amy notes the name is similar to Pandora ' s box , her favourite childhood story . The Doctor quickly notes the link between the Pandorica and the Romans . . . both of them have been claimed by Amy to be her favourites ; he tells her that one should never ignore a coincidence , " unless you ' re busy ; in which case , always ignore a coincidence . " Scanning the Pandorica and the surrounding area , River finds its security failsafes are turning on and the box is opening . Amy then wonders how Vincent could know about it , prompting the Doctor to scan the pillars of the room ; the pillars are acting a big transmitters , sending a warning to every across time and space that the Pandorica is opening . Poor Vincent heard the message in his dreams . River then makes the Doctor realise that " anyone " who can hear the message might be showing up ; they quickly reverse the signal to scan for any time - active species , learning , much to their horror , that there at least ten thousand ships into Earth ' s orbit . Every one belongs to the Doctor ' s enemies . They return topside , where they see several ships entering Earth ' s atmosphere . River warns the Doctor that " everything that ever hated you is coming here tonight , " asking him to run for once . The Doctor ask where he can run , making River wonder how he can fight . The Doctor simply tells his worrying companions , " the best fighting machine in the history of the universe — the Romans ! " The Doctor sends River back to camp to appeal to the Roman commander for help . However , he has realised that she is not actually Cleopatra , who is dead in Egypt , and refuses . River calls the Romans barbarians compared to what is coming that night , firing her energy weapon , disintegrating a cabinet to demonstrate her power . Before the commander can grasp the implications , a centurion arrives to volunteer . Back at Stonehenge , the Doctor monitors the Pandorica and uses its force field technology to buy them half an hour . She then wonders what the Pandorica has to do with the TARDIS exploding , but the Doctor tells her that they have to focus on one problem at a time . Amy asks about the engagement ring she found in his jacket pocket . He explains that it belongs to a friend of his and that it ' s a memory of that friend ; he says sometimes people fall out of the universe , but leave traces behind that can bring them back . Not getting what the Doctor is encouraging her to remember , Amy asks if his friend was nice . He then asks her if she remembers the night she flew away with him . He admits he was lying when he told her there wasn ' t a reason he was taking her . He draws her attention to her house ; it ' s too big with too many empty rooms and her life doesn ' t make any sense . Before she can respond , a laser fires . They hide behind the Pandorica . The Doctor tells Amy that he usually has great plans , but not this time ; he needs to draw its fire to find out what ' s shooting at them . " Look at me ! I ' m a target ! " yells the Doctor as he briefly jumps into the open and hides again . The Doctor tells Amy that it ' s the arm of a Cyberman firing . Due to the cracks , Amy does not remember " Doomsday " , so the Doctor explains a Cyberman is a cyborg , except it ' s like being a screaming organ donor . He tells Amy to distract it so he can disable it . The plan succeeds , with the Doctor grabbing the arm and scrambling it ' s circuits with the sonic screwdriver . However , he warns her to stay back as the arm could be bluffing . Amy is ordered to stay a safe distance away , but she is grabbed by the wires coming out of the Cyber - head , which has worked its way down the steps , as the arm shocks the Doctor unconscious . The head grabs Amy ' s arms with its wires and opens , ejecting the skull of its last occupant and tries to take Amy ' s head . Amy smashes the Cyber - head against the Pandorica until the wires come off her arms . The head fires a dart into her neck . The head tells Amy she will be assimilated , prompting her to ask " You and whose body ? " At that moment , the Cyber - body arrives ; reattaching its head , it advances on an increasingly drowsy Amy . She takes cover in a side chamber , where she hears it banging on the doors in its attempt to get in . However , when things grow silent , she wonders if the Doctor woke and stopped it . Suddenly a blade comes through the door , barely missing her head and the doors open to reveal the Cyberman stuck to the door with a Roman sword . Seeing the centurion who offered River his help on the other side , Amy asks who it is . The centurion steps into the light and removes his helmet to reveal Rory Williams . Amy finally succumbs to the dart ' s effects and faints . The Doctor wakes and enters the side chamber to find Amy alright . He initially doesn ' t register Rory ' s reappearance , as he ' s trying to puzzle out the latest attack . He notices that the room is a sentry box with Cyberman weaponry , and the " headless wonder " was a sentry that the Cybermen left behind that got damaged by the locals . However , the Doctor is only left further confused ; is it a Cyberthing in the box ? He then thinks better of the idea , knowing the Cybermen won ' t lock up one of their own . He tells Rory that he is missing something standing right in front of him . As he still hasn ' t really noticed " him " , Rory emphatically agrees ; the Doctor says he ' ll figure it out in a minute . He leaves the room , only to return a moment later to prod Rory in the chest in disbelief . They have an awkward conversation . Rory knows he died near the Silurian city , but can ' t account for how he ended up in the 2nd century . They are alerted to the descending alien fleet and the Doctor leads the way outside . He stands on a rock and addresses his enemies over a communicator , telling them to stay in place as he ' s talking . The Doctor informs them that he has possession of the Pandorica and it ' s opening . Though they have plenty of weapons , he has nothing to lose . He reminds them of all the times he has defeated them in the past , and encourages them to " do the smart thing . Let someone else go first . " With that , the fleet promptly flees . Rory and the Doctor return to the Pandorica and try to make sense of what has happened ; Rory explains his time with Amy and the Doctor felt like a dream he woke from when he found himself a Roman in this era . Amy wakes , but fails to recognise Rory , devastating him . He is told by the Doctor the crack should have erased him from completely , though he ' s still here ; Amy ' s memory of her time with the original version was wiped . The Doctor admits he can ' t explain Rory ' s appearance , supposing it to be something like a miracle , which he hasn ' t seen in all his years . He gives Rory the engagement ring and encourages him to go after Amy ; " she ' s Amy , and she ' s surrounded by Romans ; I ' m not sure history can take it . " River tries to return the TARDIS to the Doctor , but the engine take - off noise is not quite right , making her wonder what ' s wrong with it . The TARDIS is thrown through the vortex and materialises outside Amy ' s house on 26 June 2010 , the date of the explosion that caused the cracks in time and space . As she leaves the TARDIS to explore , a crack splits the scanner screen and a voice cries , " Silence will fall ! " River notes landing patterns of alien crafts and enters the house , which has had the door broken off . She realises it belongs to Amy . In Amy ' s room , she finds a book on Roman Britain and a copy of " The Legend of Pandora ' s Box " . There is also a photograph of Rory and Amy , where Rory is dressed as a centurion . All of the pictures from the books resemble things and people back in the second century , near the Doctor . Thus explaining why there ' s another Rory ; whoever copied the people in the book mistook him for one of the characters due to his costume in the picture . She rushes to the TARDIS and , once there , contacts him to warn him . The Doctor has become impatient with River and demands to know where she is . River explains her discovery and is confused as to how they can be fake as her lipstick works on them . The Doctor comes to the conclusion that these projections or duplicates may believe that they ' re real — the perfect disguise . However , when River tells him the date , the Doctor tells her about the cracks and to go to any other date to prevent them from occurring . When this doesn ' t work , he tells her to land and leave the TARDIS as the engines will shut down automatically when there is no - one inside . Though she manages to land , the doors are locked . A piercing , shrill noise comes from the Pandorica , that can be heard above ground ; the Romans begin falling asleep on their feet . Even Rory , who is talking to Amy , has to resist shutting down . The Romans wake and advance on the Doctor . They are Auton s controlled by the Nestene Consciousness . They seize the Doctor , explaining the Pandorica is ready . Much to the Doctor ' s shock , he sees Dalek s , Cybermen , Sycorax , Judoon , Silurian s , Sontaran s , Roboform s , Hoix , Zygon s , Terileptil s , Slitheen , and many other past foes materialise in the room . They explain that the Pandorica is ready for him ; inside the box is a chair meant to hold one person . Above , the Auton Rory continues to fight against the Nestene ' s command to drop his personality and join the other mindless drones . Repeatedly yelling that he is Rory , he manages to finally jog Amy ' s memory . She asks him if he remembers the ring he never let her wear in case she lost it ; he shows her the ring . As Rory continues crying , Amy hugs him , saying she won ' t lose him again . However , Rory ' s Auton body betrays him as his hand opens to reveal the gun inside ; he shoots Amy in the stomach . Amy hugs Rory as she dies ; Rory is left to grieve while fighting for control of himself . Back below , the Autons drag the Doctor to the prison and clamp him into the chair inside . The Doctor is aghast that all of these races have managed to form an alliance and asks how that is possible . They explain that it is an alliance against him , as he will cause the end of the universe . They know that the TARDIS will be at the centre of the explosion that ends the universe and ( as they wrongly believe ) he is the only one who can fly the TARDIS ; they will imprison him in the Pandorica to stop the explosion . To lure him to this spot , they built the perfect trap , using Amy ' s memories as building blocks . The Doctor shouts his innocence , that the threat to the universe is the TARDIS , not him as the alliance doesn ' t know about River and that he can stop the explosion . The alliance refuses to listen to their hated enemy , and the Cyber - Leader orders the Pandorica closed over his desperate pleas . Somewhere in time , River improvises a way to open the TARDIS doors by using a controlled explosion . However , upon opening the doors , River finds a stone wall blocking her departure . " I ' m sorry my love . " River says sadly , turning to the console . It sparks and eruption begins . Rory holds Amy ' s body in his arms , crying . The screen pulls away into space , where several explosions occur , signifying that the cracks have finally begun eating the universe entirely . All the explosions cease . Earth is left in the middle of a spreading , black void . Silence falls . Home video releases . BBC Video – Doctor Who Series Five – Volume Four features " Vincent and the Doctor " , " The Lodger " , " The Pandorica Opens " and " The Big Bang " . It was released on Monday 6 September 2010 ( UK Only ) on DVD and Blu - ray .