The Vampires of Venice ( TV story ) The Vampires of Venice was the sixth episode of the fifth series of BBC Wales " Doctor Who " . It was narratively tied to the final scene of " Flesh and Stone " , greatly furthered the Eleventh Doctor - Rory - Amy romantic triangle subplot and ended with Rory joining the Doctor in his travels . Unlike the Ninth Doctor , Rose and Mickey triangle , this time the Doctor is trying to make sure that his companion ' s relationship with her boyfriend remains intact instead of her falling in love with him . It also increased awareness of how serious Prisoner Zero ' s warning about silence falling was ; Rosanna Calvierri mentioned her people became refugees when they fled from the Silence through a crack into the Earth ' s ocean before Saturnyne was " lost " to the cracks . Synopsis . The Eleventh Doctor takes Amy and Rory , soon to be married , on a romantic trip to Venice , 1580 to make Amy focus on her relationship with her fiancé . However , things there aren ' t quite what they seem . Warnings of the plague are spreading about despite having died out years before , and pale , creepy girls who don ' t like sunlight are lurking around . Could it have something to do with the school run by the mysterious Rosanna Calvierri ? Plot . Venice , 1580 . Guido presents his teenage daughter Isabella to Rosanna Calvierri and her son , Francesco ; they consider her admittance to Rosanna ' s school . Guido praises Rosanna on her school and begs her to take Isabella , his only daughter . Rosanna claims sympathy for Guido ' s concern for family , and agrees to enroll Isabella . However , she then quickly has her steward hustle Guido out of the room , telling him they shouldn ' t wait . Guido puts up a bit of fight , but is still taken away . Circling Isabella with Francesco , Rosanna asks him if she is to his liking . Francesco says Isabella is , flattering her . Her happiness is short - lived though , as the man bares a mouthful of fangs at the girl , who screams . . . 430 years later in a Leadworth pub , Rory Williams phones Amy Pond ' s house from his stag party . He leaves a message on her answering machine , telling her how much he loves her and that , if they weren ' t getting married the next day , he ' d propose . One of his guests directs his attention to a cake being wheeled in , making Rory quickly end his call in embarrassment . Everyone chants for the stripper to come out of the cake . To their shock , though , it ' s the Eleventh Doctor who pops out instead . The Doctor examines the room and to his relief , Rory is there ; he missed getting to Rory ' s stag at least twice with this method . He mentions that the stripper , Lucy , is outside and that they should let her in and give her a jumper to cover up with ; " lovely girl , diabetic . " The Doctor tells Rory that they need to talk about Amy ; she tried to kiss him . He adds , though , that Rory ' s a lucky man — she ' s a great kisser ! The other guests gasp . The Doctor notices this : " Funny how you say something in your head and it " sounds " fine . . . " In the TARDIS , the Doctor explains that travelling with him blinds his companion s to the important things in their lives back home . Returning to their ordinary lives after sharing adventures with him will drastically change things ; the Doctor collected Rory to make sure this doesn ' t happen to Amy . As a wedding gift , he is going to take them anywhere in time that they wish to visit , " because it ' s either this or tokens " . The Doctor prepares to give Rory the " bigger on the inside " speech , but is shocked that Rory calmly explains ahead of time that the inside is another dimension . Annoyed , he tells Rory that he always looks forward to explaining it . As neither of the couple can think of a place in time they want to visit , the Doctor decides to take them somewhere romantic , pulling a lever . The TARDIS materialises on the dock outside of Venice . The Doctor goes on to explain how Venice was founded by refugees running from Attila the Hun . So many people liked , such as Napoleon , Byron and Casanova . Catching himself saying this , the Doctor checks his watch ; luckily , Casanova is not born for another 140 years . The Doctor does not want to run into him because he owes Casanova a chicken due to losing a bet . When they try to enter , they are stopped at the gate and asked to present their papers ; Venice has been quarantined at the suggestion of the city ' s patron , Rosanna Calvierri , to protect the citizens from the plague . The Doctor is immediately suspicious ; the plague died out years ago . They present the psychic paper , and are admitted to the city , where they see Guido interrupt a procession of Calvierri school girls , demanding to know where Isabella is . He locates her in the procession , but she does not seem to recognise him and he is immediately warded off by another girl , who bares fangs at him . Amy asks the Doctor what he thinks of the situation , only to find that he ' s already gone : " I hate it when he does that " . The Doctor catches up to Guido , asking why he wants to get Isabella out of Rosanna ' s school . Guido explains that something evil happens to the girls in Rosanna ' s school ; Isabella didn ' t recognise him , and the girl who pushed him away had a face like an animal . Intrigued , the Doctor walks with Guido back towards the school , telling him it ' s time he had a talk with Rosanna . In the school ' s courtyard , Rosanna is " hydrating " by drinking several chalices of water . Francesco enters , informing his mother of Guido ' s actions ; he then speculates that they have " converted " more than enough girls to be introduced to his brothers . Rosanna tells him that they don ' t , prompting Francesco to ask permission to take the ones they have already converted into the night to take more girls for conversion . Rosanna tells him that they should let the parents beg them to take their daughters to make it all the more ironic . Francesco leaves , annoyed . Meanwhile , Rory and Amy walk through Venice as he asks what she has been up to . Amy vaguely explains the basics of her travelling with the Doctor , only to be asked by Rory if she thought of him . Amy uncomfortably answers that she knew she would be coming back . Rory then says that the Doctor is right : travelling with him blocks out all the important things . Amy consoles him , explaining that this is their date and that they should enjoy it . Rory agrees , thinking about the absurdity of time travel . They are watched by Francesco , who is offered flower s by a girl . He turns down the offer , but follows her into a tunnel . Nearby , as Rory tries to take a picture of Amy with his camera phone , they hear the girl scream . They run back to find Francesco leaning near her with blood - covered fangs . Rory attends to the girl , seeing that she is okay aside from a lack of blood . Amy follows Francesco , but the trail dead - ends at the river . She does not know she is being watched from below the water . Elsewhere , Guido feigns another attempt at breaking into the school to retrieve Isabella while the Doctor sneaks in through a side gate . He comes across a group of Rosanna ' s girls , noting that they have no reflection in a mirror . He realises they must be vampire s . They threaten to call the steward unless he leaves , if he ' s lucky . They bare their fangs at him as he backs up to the exit , thanking them for the mystery . The Doctor meets up with Amy and Rory where they watched Guido previously ; he and Amy are excited at having discovered vampires in Venice , which appals Rory . The Doctor takes them to meet Guido , and they begin to strategise infiltrating the school . Guido suggests blowing their way in with gunpowder , which he has stacked in barrels , but the Doctor discards the idea . Amy proposes dressing in Isabella ' s clothing and having the Doctor pose as her fiancé ; she will be admitted to the school , and , once inside , will open a trap door that leads down to the river , allowing them inside . However , Rory objects as he doesn ' t want others to think " the Doctor " s her fiance . Amy counters that they ' ve already seen the Doctor , but they haven ' t seen Rory , and offers to go with him as his brother . Rory again objects as they are dealing with vampires , to which the Doctor replies , " We hope . " Amy catches onto the Doctor ' s train of thought : if they ' re not really vampires , what could be mistaken for them and not mind ? At Amy ' s suggestion , Rory acts as her brother and uses the psychic paper to fake having references from the King of Sweden . After being admitted , Amy meets Isabella inside . Isabella tells her of the school : she is taken regularly in the middle of the night and strapped to some sort of chair , and a process then occurs that Isabella can never remember before morning . All she knows is that the sun now burns her skin . Amy promises to help her escape . That night , she sneaks down to the courtyard and unlocks the trap door , but is caught by the steward . Meanwhile , the Doctor and Rory successfully infiltrate the school through the secret passage . Rory persistently questions the Doctor ' s relationship with Amy , to which the Doctor either makes jokes or answers honestly . They break into the courtyard , but Amy is nowhere to be found . While looking around , the Doctor uncovers a body drained of all of its fluids in a nearby trunk ; this prompts Rory to furiously yell at the Doctor for casually placing Amy in harm ' s way ; there is something about the Doctor which makes his companions want to put themselves at risk to impress him . They are soon cornered and chased through the school by the girls ; the Doctor produces a UV wand to keep them at bay . Meanwhile , Amy is forced into the dungeon cell that Isabella described earlier . Francesco and Rosanna Calvierri circle her . Rosanna tries to force her to reveal her true identity , as well as how she managed to obtain the psychic paper she and Rory used to bluff their way into the school , being immune to its effects . When Amy resists , Rosanna orders the process begun , drinking some of Amy ' s blood . As Amy barely hangs on to consciousness , Rosanna explains she and Francesco drink the girls dry and replace their blood with that of their own species . The girls either die or transform ; if they transform , ten thousand husbands wait for them in the river . Amy apologises as she ' s already engaged and kicks Rosanna ' s hip , accidentally dislodging a perception filter . Rosanna ' s true alien form is revealed . The process is interrupted by the commotion caused by the Doctor and Rory . Rosanna and Francesco rush off to investigate , leaving Amy to be found and freed by Isabella . The two women join the Doctor and Rory and make their way through the dungeons , closely pursued by Francesco and the girls . They escape the school , but Isabella ' s sensitivity to light allows her to be recaptured by Francesco . When the Doctor rushes back to rescue her , he is knocked unconscious by a massive electrical shock that courses through the door ; the rescue was a failure . Later that day , Rosanna , Francesco , the converted girls and the staff take Isabella to a plank to be pushed into the water . Carlo , Rosanna ' s head steward , reads a rite to Isabella , explaining her death is because of her betrayal of the Calvierris . Being pushed into the water , Isabella says she can swim like virtually all Venetians , but soon finds some things are biting her — Rosanna ' s other sons . They pull her under as Rosanna dismisses everyone but Francesco . She tries to reach into the water , but Francesco warns her that his brothers do not know it is her in human form ; she promises her other sons it will be soon . Rosanna returns from the " ceremony " to find the Doctor waiting for her on her throne . He has deduce d she is from Saturnyne , and is using a perception filter to appear human ; she deduce s he is an alien refugee , and is shocked to learn he is from Gallifrey , commenting that he should be in a museum . They question each other , Rosanna revealing her planet was consumed by the cracks in time ; she and her children had to flee from the Silence . Running brought them to Earth . Rosanna asks for the Doctor ' s help in rebuilding her race , but he only wants to know what happened to Isabella . Rosanna does not know who " Isabella " is until the Doctor tells her she was the girl who helped them escape the school ; Rosanna remarks that all traitors must be kill ed . As the Doctor is removed by the steward , he furiously shouts that he will stop her , if only because she didn ' t know Isabella ' s name . Rosanna heads to the court yard , where she calls her staff together . She announces that " the storm " is coming . She attempts walking down the stairs but her perception filter begins going on the fritz , scaring her attendant back . Francesco wonders what ' s wrong ; Rosanna deduces that the device was damaged by Amy ' s kick . She smacks the perception filter until her human disguise comes back into place . She tells Francesco to gather the girls as there ' s a job for them . Back at Guido ' s house , the Doctor heals Amy ' s bite and begins going over the facts . He comes to the conclusion that Rosanna is going to sink Venice and repopulate it with her transformed girls , as there is no way Saturnynians can stay on land for indefinitely . Rory reminds the Doctor that blokes are needed for that , prompting Amy to tell them that Rosanna mentioned " 10 , 000 husbands waiting in the river " . The Doctor concludes that only Rosanna ' s sons survived the trip , and that they are waiting in the canal until their mum can make some compatible mates for them . " Eew . I mean , I ' ve been around a bit . But that is seriously . . . egh " , the Doctor comments . Hearing a bang from upstairs , the Doctor comments that the neighbours are awfully noisy . Guido tells him that there are no people upstairs ; smiling , the Doctor tells Amy and Rory that he say that comment coming . Rory wonders if it ' s " the vampires " , to which the Doctor tells him are actually fish from space , pulling out his UV wand for defence . Suddenly , Rosanna ' s girls appear in the window , to which a disbelieving Rory points out is on the second floor ; they smash the window and trying climbing in . The Doctor points his sonic at them , cancelling perception filters ; the girls are now fully Saturnyn ian , with no trace of their humanity or individuality left - they are primal , but loyal to Rosanna . They run down the stairs to the exit , with the Doctor holding back the girls with his UV wand . However , the moment the time travellers get outside , Guido demands the UV wand ; he locks them out and heads back upstairs to the gunpowder . He ignites it , blowing up his home , taking himself and the girls with . Realising the danger that lies ahead , the Doctor orders Amy back to the TARDIS for her own safety . Rory thanks him before following her . Rosanna opens a control hub set in her throne and uses it to create a deadly storm over Venice . Widespread panic ensues , as Rosanna watches in delight . The Doctor returns to the school and finds the generator , seeing that he cannot stop it ; a deadlock seal , again . Rosanna is surprised by how much the Doctor is trying to save a single city , which is small price to pay for saving her race . He informs Rosanna of the death of her girls and begs for her help in ending the catastrophe . Devastated that her plan has failed , Rosanna leaves , telling him to save the city himself ; in overview , its her own fault for not thinking ahead . Outside the school , Amy and Rory catch sight of Francesco leaving the building . Francesco sees them , prompting Amy and Rory to flee . He jumps in the canal to go after them . To their shock , he managed to get in front of them . Francesco focuses on Amy , bitter than a potential mate for his brothers escaped . Rory insults Rosanna , drawing Francesco towards him . Grabbing a broom to fight with , Rory has his weapon cut down to size . Grabbing a sheet off a line , Rory wraps it around Francesco . Rory notes he smells of fish as Francesco charges at him , changing back to normal . Pinned down by the monster , Rory waits for the end . Amy comes to his rescue in the nick of time , using her compact mirror to amplify the sunlight and direct it at Francesco , who is instantly vapourised . Amy kisses Rory ; she tells her dazed fiancee that they ' re going to go help the Doctor . " Okay . " he weakly mutters . Amy and Rory return to help the Doctor , sneaking into the school while the steward empties the house of its treasures . The Doctor sets them to destroying the control hub in the throne in anyway they can . He climbs to the bell tower , realising that the tolling bell is powering the generator at the top of the spire . He stops the bell and continues climbing , finally deactivating the generator ; the weather immediately returns to normal . Rosanna goes to the river , distraught . She attempts to deactivate her perception filter , but it malfunctions and she retains her human form . The Doctor rushes up , pleading for her to stop ; she orders the Doctor to remember her species , knowing he will have to live with the death of their race on his conscience . Before he can reach her , she throws herself into the river , where she is devoured by her sons , who don ' t recognise her . The trio departs Venice , with the Doctor gleefully remarking that their next trip will be to the Leadworth Registry Office , where he wonders if he can give Amy away at the wedding ; however , when Amy continues to express some reluctance at marrying Rory , he sadly asks the Doctor to drop him off where they found him . Amy instead invites Rory to join them , to which the Doctor agrees . As they are about to leave in the TARDIS , a strange silence falls across the city . The Doctor remembers Rosanna ' s words as he examines the empty street . Story notes . Ratings . 6 . 2 million