From Out of the Rain ( TV story ) From Out of the Rain was the tenth episode in the second series of " Torchwood " . It was Julian Bleach ' s first appearance within the " Doctor Who " mythos , portraying the primary villain , a man known as the Ghostmaker . He would go on to appear in the main series and its other spin - off , the " Sarah Jane Adventures " . The episode was relatively less violent compared to the graphic nature of Torchwood Three ' s operations , in favour of a dark and foreboding atmosphere cast by the villains of the serial , who would suddenly appear in the cover of stormy , shadowy nights , similar to the wanton attacks of Jack the Ripper . Synopsis . When an old cinema re - opens , past horrors emerge to stalk the streets of Cardiff . As bodies are found with heartbeats but no breath , Torchwood must act fast . Who are the Night Travellers ? How can Torchwood capture these mysterious breath takers ? Plot . Local Cardiff residents transform an old cinema , the " Electro " , into a local history museum airing old celluloid movies as part of its exhibits . The volunteer management discovers that a black - and - white film of a travelling company seems to take on a life of its own , restarting itself in the film projector and preventing the projector from being turned off for a period of time . Unknown to them , two figures from the film , the troupe ' s leader and its " Mermaid Woman " , step out of the projection screen and become real , disappearing into the streets of Cardiff . On the same night Ianto , who has convinced Gwen and Owen to join him for the evening at the museum , claims to see Jack in the footage . As the team review the film back at the Hub , Ianto notices the absence of the two characters , and the team recognises Jack . Jack admits that he was once part of such a show as the " man who could not die " . and describes one troupe , known as the " Night Travellers " , who would perform only at night , appearing by " coming out of the rain " and disappearing as mysteriously but usually resulting in some of the local residents going missing . Meanwhile , the troupe ' s leader , known as the Ghostmaker , and the Mermaid Woman prey on innocent victims , drawing their " last breath " into a silver flask and leaving them with no saliva or tears , and close to death in a near vegetative state . Torchwood investigate and discover multiple stories and old superstition s relating to the Night Travellers , but a chance mention to a hospital nurse leads them to a still living eyewitness — an old woman in a nursing home . She explains to the team how her family was taken from her by the Night Travellers , and relates an old nursery tale that children should hold their breath as the travelling show came into town to prevent themselves from being taken . As the team investigates , the Ghostmaker decides to release more of his companions from the film to regain their audience and begin travelling again like the old days . Jack surmises that if they were released from the film , they could be captured by it as well using a home movie camera . The team rushes back to the theatre as the Ghostmaker is releasing the others from the film and is able to use a camera to confine all the Night Travellers save for the Ghostmaker ; Jack then rips open the camera and exposes the film to sunlight , effectively exorcising the ghosts . They are able to capture the Ghostmaker , who in a last fit of revenge , opens the silver flask and throws it into the air . Ianto catches and closes it quickly , but too late to save all but one victim ; the other victims , with the loss of their breath , quickly pass away . Torchwood restores the breath to the last victim , a young boy , and the silver flask is stowed away back at Torchwood . Though the rest of the team believe the threat is over , Jack surmises there may be more reels of the Night Travellers . Someone buys such a reel at a car boot sale . It has the emblem of the Night Travellers troupe carved on the canister . A man is inclined to pick it up , but drops it on the ground , dislodging the lid and exposing a piece of the film . He picks up the canister and closes the lid tight , but for a brief moment , the sound of familiar calliope music drifts into the air . The sound reaches all the way to Jack ' s ears , but vanishes almost immediately . Jack wonders for a moment if his suspicions are true . He dismisses it as hearing things that aren ' t there and resumes his duties , putting the case of the Night Travellers to rest . . . if time will allow . Story notes . Filming locations . " to be added " Production errors . " to be added "