The Rings of Akhaten ( TV story ) The Rings of Akhaten was the seventh episode of the seventh series of " Doctor Who " produced by BBC Wales . In it , the Eleventh Doctor ' s new companion , Clara Oswald , took her first trip in the TARDIS to an alien planet . Clara ' s mother , Ellie Oswald , previously seen in " " , was also shown to have passed away eight years before Clara met the Doctor ( properly ) . Though it hasn ' t been confirmed , it ' s possible that Ellie was killed during the Auton attack back in " Rose " . This marks the first time that the TARDIS translation circuit hasn ' t worked properly for the Doctor ' s companion on their first trip to a place where their native language isn ' t spoken ; the Doctor could understand Dor ' een perfectly , but all Clara could hear was aggressive barking . However , Clara could understand Merry ' s humanoid species and when everyone sang . This could have been one of the TARDIS ' s signs that it didn ' t like Clara ( for a VERY good reason ) , along with refusing to open the door for her ; not being to understand aliens would scare Clara into never staying on as a companion . This marks the first time the Doctor has extensively researched someone he chose to take on as his companion . Although he normally would just accept others without any such action , Clara warranted such investigation because of the other versions of her that the Doctor had previously met . This story paints the Doctor in a rather negative light , as he forces Clara to give up things important to her ( mementos of her mother ) to help defeat Akhenaten . As most viewers know , the Doctor has many items of sentimental value in his TARDIS , which he could have retrieved and given up . The " Impossible Girl " arc continued in this episode , with the Doctor not being able to find any answers as to why there are multiple Claras throughout history . So far , it appears to have been nothing more than a coincidence . However , the Doctor remains suspicious as to whether Clara is some kind of trick or trap meant to ensnare him . It wouldn ' t be until two years later in " Hell Bent " that the reason Clara has been a part of the Doctor ' s life was revealed . Synopsis . Clara Oswald wants to see something awesome , so the Eleventh Doctor whisks her off to the inhabited rings of the planet Akhaten , where the Festival of Offerings is in full swing . Clara meets the young Queen of Years as the pilgrims and natives ready for the ceremony . But something is stirring in the pyramid , and a sacrifice will be demanded . Plot . The wind blows autumn leaves and a wooden gate closes . One large , reddish - orange leaf rattles on the tree . A young man with dark hair , dressed in a suit , fumbles with an unfolded map as he walks down a pavement . The Doctor peers out from behind a copy of " The Beano Summer Special 1981 " . The young man looks around in confusion when suddenly a leaf falls from the tree into his face . He stumbles into the street and the path of an oncoming car , but is pulled aside by a beautiful young woman . She asks if he is all right and he smiles . Some time later , the two are sharing an umbrella and stumble up to a doorway in laughter . He pulls out the leaf and she asks why he kept it . He explains that " this precise leaf had to grow in that precise way , in that precise place , so that precise wind could tear it from that precise branch , and make it fly into this precise face at that exact moment . And if just one of those tiny little things had never happened , I ' d never have met you . Which makes this the most important leaf in human history . " They kiss ; the Doctor frowns and walks away in the rain . Later , baby Clara is held by her father . While playing as a toddler , Clara ' s mother shows Clara her book , " 101 Places to See " . The Doctor is hit in the face by a football . He pops up with his hands in a defensive gesture as Clara ' s mother asks if he ' s all right . Among other things , he says that ' s he ' s possibly a touch embarrassed and seriously asks if that ' s dangerous . Clara ' s father brings her over and she ' s introduced . A teenage Clara , holding her mother ' s book , stands with her father in mourning over the gravestone for " Ellie Oswald , beloved wife and mother , born 11th September 1960 , died 5 March 2005 " . The Doctor watches and returns to the TARDIS . He reviews her file on the scanner ; he ' s been investigating her past to make sure she ' s just a human girl . Information on Oswin , Victorian Clara and the present day version appear rapidly on the screen , much to his increasingly disbelief . Frustrated , he pushes the screen away and declares , " She ' s not possible . " Clara is sitting on the stairway outside her home with her book . She hears the TARDIS land , the door open , and she smiles and jumps up as the doorbell rings . In the TARDIS console room , she asks about the nature of time ( " not made of strawberries " ) , and if the TARDIS can go anywhere ( " within reason " ) . The Doctor asks her where she wants to go , and she freezes , admitting that the breadth of options makes it difficult to pick . Thinking , she smiles and says she wants to see " something awesome " . The Doctor walks her out of the TARDIS , with her eyes closed , into the light of an alien sun . He bids her open her eyes so that he can welcome her to the Rings of Akhaten . A golden pyramid comes into view . It is the Pyramid of the Rings of Akhaten , a holy site for the Sun - singers of Akhet . This is a system of seven worlds , orbiting the same star , and they believe that all life in the universe originated on Akhaten . Clara asks if it ' s true ; the Doctor shrugs off the questions , saying it ' s a nice story they believe . Clara asks to go see it , and the Doctor complies parking the TARDIS in an alien market . The Doctor says that most of the people around are local species , and points out some : some Pan - Babylonian s , a Lugalirakush , some Eukanian s , a Hooloovoo and an Ultramanta . He does a ritual greeting with a Terraberserker of the Cadonian Belt , mentioning that they ' re not common ( likely on the verge of extinction ) . He says he forgot how much he liked it there — he ' d been there a long time ago with his granddaughter . Clara ' s a bit shocked at this , but the Doctor ' s moving fast . She runs after him and he presents her with a glowing blue fruit . She takes a bite as he scans it with his screwdriver . She shakes her head at the taste . The place is crowded because of the Festival of Offerings , and a creature comes up to Clara , barking and growling at her . The Doctor returns , barking himself to communicate , and introduces Dor ' een to Clara . Dor ' een had been asking if they want to rent a moped . Clara asks what it costs and the Doctor explains that they don ' t use money , here . They use objects of sentimental value as currency . " Psychometry . Objects psychic ally imprinted with their history . " She dislikes the idea , thinking it ' s terrible to have to give up something important to you in trade . The Doctor says it ' s better than bits of paper , so she says that he should pay , as someone who ' s a thousand years old should have something that he cares about . The Doctor pulls out his sonic screwdriver , then shakes his head and puts it back . Clara turns her back for a moment , finding that the Doctor has walked off again . She goes looking for him . A little girl , wearing crimson robes , bumps into her and runs off . Shortly afterwards , two men wearing similar robes , presumably monks of the religious order of that system , ask Clara if she ' d seen the Queen of Years . Clara is confused , asking who they mean ; seeing that has no clue , they search on . Worried about the girl , Clara heads for where she ran . This leads her to a messy area filled with junk . The girl runs , and Clara slowly follows . They startle each other and laugh . The girl says she ' s hiding and is confused and sceptical that Clara doesn ' t know her . The girl says she needs help to hide , and Clara knows the perfect box . Three men wearing black uniforms with brass buttons and facial masks appear and start whispering , calling out for the girl . Clara takes the little girl to the TARDIS and tries to open the doors , but they are locked . She rattles the doors a bit , then states that the blue box just doesn ' t like her . Clara gets a little angry , but she forgets it when the little girl ducks behind the TARDIS . She tells Clara that her name is Merry Galel , and she ' s the Queen of Years . She was chosen to become this as a baby , when the previous Queen died . She knows every story , poem , legend , and song of their culture . She ' s scared because she has to sing a special song to their god to keep him from waking . Clara tells her that everyone ' s scared when they ' re little . She had been scared of being lost , until she ' d gotten lost once . Her mom found her and took her home , and told her that no matter how lost she was , her mom would always find her . Afterwards , Clara was many times scared , but never of being lost . Merry believes Clara when she tells her she ' ll get the song right , and Clara takes her back to the men in red robes who were looking for her . The Doctor comes up , eating the glowing blue fruit . He ' s curious as to what she ' s been up to , to which Clara tells him that she ' s been blending in . In a room in the pyramid , a man in red robes sings to a mummy . He switches out with the Chorister . Clara and the Doctor arrive to view a ceremony . The Doctor shushes Clara when she tries to ask if they ' re supposed to be there . There is some grumbling , then silence as Merry looks at Clara before she begins to sing a duet with the man in the pyramid . The Doctor reads the program and tells Clara that they ' re signing the Long Song , a lullaby to keep the Old God , or Grandfather , asleep . There has been a Chorister singing this endless song for generations . Others in the audience hold up offerings , gifts of sentimental value , to feed the Old God . The viewers , including the Doctor , join in the song . The Chorister in the pyramid falters , and they all stop singing , looking around in confusion . The Chorister raises his hood and continues . The ground shakes at the pyramid and in the viewing room , and a golden energy seizes Merry and starts moving her towards the pyramid . She screams and Clara asks if anyone is going to help her . She follows the Doctor , who is already leaving , saying he can ' t just walk away because Clara talked Merry into doing this . He replies : " " Listen , there is one thing you need to know about travelling with me . Well , one thing , apart from the blue box and the two hearts . We don ' t walk away . " " He walks up to Dor ' een , barking , then pats his pockets and looks back to Clara . He tells her he needs something . She ' s confused , saying that he must have something himself . He pulls out the screwdriver , saying , " " I don ' t want to give it away because it comes in handy . " " She looks down and quietly takes her mother ' s ring from her hand and hands it over . They take the moped and fly it out to the glowing ball carrying Merry . Clara almost takes her hand , but the little girl flies into the pyramid . Clara and the Doctor land at a doorway protected by a frequency - modulated acoustic lock . He says that he really can ' t open it , as it changes too quickly , but he ' ll try anyway . He bizarrely attempts to knock the door down , only succeeding in hurt his shoulder in the attempt . Inside , the Chorister continues to sing . Merry walks closer , saying that she doesn ' t know what to do . The mummy ' s eyes glow red and she screams . The Doctor manages to open the door , but it ' s very difficult and heavy to hold up . As Merry won ' t leave , the Doctor is unable to do anything other than hold the door up . Merry won ' t leave , as she believes that it is her fault the Old God is waking , and she doesn ' t believe Clara any more because Clara was wrong . Now the Old God will eat their souls . She telekinetic ally pins Clara to the glass around the Old God , and then says that he doesn ' t want Clara , he wants her , but if the others don ' t leave the God will eat them too . The Doctor says they ' re never going to leave , then hums a bar and lets go of the door . Clara asks if they ' ve just been locked in with the soul - eating monster , and the Doctor says yes . Clara questions if the Doctor can get them out before their souls are eaten , to which he says is possible ; however , she then wonders why the Chorister is still singing . The Doctor approaches the man , explaining he ' s attempting to keep the Old God from waking up . With a smirk , the Doctor explains that there is nothing that can be done , the Old God is waking and the best option is to run . The Chorister stops , and declares that the Long Song has ended with him . He presses a button on his wrist band and teleports away . The Doctor states that the song is over and aims his sonic screwdriver at the glass case . The mummy awakens with a mighty roar , frightening Clara , whose back is to it ; the Doctor passes out the mummy ' s attempts to break out as him having a stretch . The Doctor tells Merry that they didn ' t wake him , he woke because it was time to wake up . Merry is as a sacrifice for the monster , because if she ' s going to do this voluntarily she should know why . He tells her a story about how she is unique and he believes that her sacrifice would be a waste . The creature is just a vampire that feeds off souls , and if Merry doesn ' t offer herself , everything will be fine . Merry lets Clara go and they begin to run . The Vigil appear , and Merry says it is their job to feed her to the Old God . They knock the Doctor and Clara unconscious and lead her to the mummy . Clara rouses first and gets the screwdriver to the Doctor . He holds off the Vigil with the screwdriver . Merry sings the secret song , opening another door . They run , but Clara goes back for the Doctor . He holds back the Vigil again as the mummy breaks the glass , and a beam of light shoots from him into the planet . The Vigil disappear , and the Doctor says they ' re gone because Grandfather is awake and they ' re no longer needed . He declares that he ' s made a tactical mistake . He thought that the Old God and Grandfather were the same thing ( the Mummy ) , but " it was just Grandfather ' s alarm clock " . " Akhaten " itself is the Old God . Merry declares that the entity will eat everyone in the system and then continue across the stars . Clara and the Doctor talk about going somewhere else but she knows he ' s going to stay to fight it . He sends Clara off to save Merry , and turns to confront the planet . Clara returns Merry to the viewing room . Merry wants to help , so she stands and begins singing a new song . The people ' s spirit shocks the Old God . The Doctor smiles , and begins to tell a story to the Old God , a story about the people singing to him , and about the things that the Doctor is and knows . Old God sends tendrils of energy out of it ' s mouth , which pierce the Doctor and begin sucking out his experiences . " " I marked the passing of the Time Lords , and walked away from the Last Great Time War . I have walked in universes where the laws of physics were devised by the mind of a madman . I lost things that you will never understand . I know secrets . Knowledge that must never be spoken ! Things that would parasite gods blaze ! Go on then ! Take it ! Take it all baby ! Have it ! You have it all ! " " the Doctor roars . The Doctor slumps to the ground , hurt and exhausted from having his precious memories fed on . The Old God begins going back to sleep . However , much to the Doctor ' s horror , Akhaten isn ' t full ; it ' s waking back up . Clara remembers her mother ' s words and heads back to the Doctor . She asks if it ' s still hungry , offering it the most important leaf in human history , which is full of her mother ' s lost life , a whole future that never happened . The entity feeds on the infinite possibilities represented by the leaf . The Doctor , reviving , declares that he must be full , as infinity is too much , even for his appetite . The planet recedes again , this time seemingly asleep for good . The Doctor returns Clara to her home . She realises that she ' d seen him at her mother ' s grave . He confesses that she reminds him of someone he knew , someone who died . He gives her back her mother ' s ring , saying the people that she had saved wanted her to have it back . She leaves the TARDIS . Story notes . Ratings . " The Rings of Akhaten " was first broadcast in the United Kingdom on BBC One on 6 April 2013 . Overnight ratings showed that it was watched by 5 . 5 million viewers live , a 28 . 8 % audience share . When time - shifted viewers were factored in , the final rating rose to 7 . 45 million , making it the sixth most - watched programme of the week on BBC One . In addition , " The Rings of Akhaten " received over two million requests on the online BBC iPlayer in April , coming in first for the month on the service . The episode also received an Appreciation Index of 84 . Filming locations . " to be added "