Last of the Time Lords ( TV story ) Last of the Time Lords was the thirteenth and final episode of the third series of " Doctor Who " . It marked the departure of Jack Harkness and Martha Jones as companions and the apparent death of . It also indicated that Time Lord s can stop themselves from regenerating if they so desire , and left viewers with a clear hint about the Face of Boe ' s real identity . The reason why the Doctor burned the Master ' s body rather than bury it , would be revealed four years later in the 2011 story " The Impossible Astronaut " . The power of regeneration ( which heals old age , illness & fatal injury ) is sought by several species , and they would tear an entire planet apart for just as single cell of a Time Lord . Thus , a dead Time Lord must have their body cremated to prevent such chaos from occurring . Synopsis . One year later , and the Toclafane are rulers of Earth , which is torn apart by a year of hell . The Tenth Doctor has been aged 900 years , and Jack Harkness and the Jones family have been reduced to slave ry on the Master ' s ship , the " Valiant " . The only hope for everyone on Earth is Martha Jones , now a legend amongst human ity . As the Master prepares to turn the Earth into a giant warship that will ultimately engulf the rest of the universe , Martha must trek through dangerous territory to destroy him , but tragedy awaits her , the Doctor and her family on the day that will pit humanity against the stars . . . Plot . One year after ' s takeover and decimation of Earth , the Earth ( Sol 3 ) is closed from space traffic as it is entering extinction . On a beach on the coast of England , Tom Milligan directs Martha ' s boat in . She returns to the UK for the first time since the Toclafane invasion , having travelled the world . She tells Tom she has to talk to a Professor Alison Docherty and asks him why he is allowed to travel . He says it is because he is a doctor . Martha is happy she is travelling with a doctor . Tom tells Martha that she has become a legend around the world as the one person who can kill the Master , and asks her if this is true . She does not answer him . The Master enters the deck of the " Valiant " , singing and dancing to Scissor Sisters ' " I Can ' t Decide " . He kisses Lucy , who shows signs of physical abuse , before taunting the aged Tenth Doctor by dancing around the room with him . He says there is one day until launch . The Doctor refuses to speak . He only responds when the Master mentions that Martha has apparently returned to England . He tells the Master to leave her alone . The Master tries to force him to talk more , but knows that the " Toclafane " broke the Doctor ' s hearts when he realised what they are . The Doctor says he has just one thing to say , and the Master knows what it is , but the Master walks away . Francine is forced to be a waitress for the Master . Clive and Tish are also working on the " Valiant " . Tish ' s job is to feed Jack , who is chained to the engines . Tish gives Jack a hand signal to explain her plan , and Jack winks in acknowledgment . Martha and Tom walk up a hill and see an enormous statue of the Master at the top of it ; Martha comments that the Master has even carved himself into Mount Rushmore . Looking out at the miles of countryside in front of them , they see thousands of spaceships being built . Martha explains that thousands more are being built across the world , Russia being turned into a big shipyard , and that the Master is preparing for war with the rest of the universe . Suddenly , two Toclafane arrive and demand an explanation for Tom ' s travelling . He presents identification that he is allowed to travel and the Toclafane taunt him and move on . Tom asks Martha how the spheres didn ' t notice her , and she reveals that she is still wearing her TARDIS key perception filter , and that is how she has managed to travel the world . Tish continues to spread her hand signal of three fingers , indicating that they will rebel at 3 : 00 pm . As the Master picks a girl to give him a massage and insults Lucy , Jack manages to break free of his chains , Clive pours water over all the technology and equipment , and Francine throws the Master ' s laser screwdriver to the Doctor . He points it at the Master and says once more that he only has one thing to say and the Master knows what it is . The Doctor tries to use the screwdriver against the Master , but it refuses to function for him . The Master , who was never worried , simply laughs at the Doctor . Jack is shot dead ( again ) by the Master ' s guards . The Master explains that the screwdriver has isomorphic controls and it only works for him , before taking it back and punching the Doctor to the floor . He demonstrates by torturing Francine and forcing her to apologise . She does so and the Master warns everyone that siding with the Doctor is not recommended . The Master continues to insult the Doctor and decides to take his revenge . Martha and Tom arrive at Professor Docherty ' s workplace . She is trying to fix a television so they can watch a transmission from the Master . They are successful , and the Master speaks to the world . He comments that he has heard that tales of Martha have given them hope , but asks them how much hope does the Doctor have , and on camera ages the Doctor with the laser screwdriver a further 900 years . On the television , the Doctor appears to be dead , and the transmission ends with a word of warning to Martha to surrender . On the " Valiant " , a tiny , disfigured creature emerges from the Doctor ' s clothes : a thousand - year aged Doctor . Martha is undisturbed , saying she knows the Doctor is still alive . Martha tells Professor Docherty that she came to see her so that they can catch themselves a sphere : she has a CD containing the data of a Toclafane struck down by lightning in South Africa . Professor Docherty manages to produce enough electricity to simulate the conditions . Tom attracts attention by pulling out a gun and firing a few rounds into the air . A Toclafane comes flying towards them , and Professor Docherty activates the field to disable it . They prepare to find out what is inside . The Master and Lucy visit the Doctor in the night , with the Doctor suspended in a cage . The Master proclaims that tomorrow they will open up a hole in the Braccatolian space . The Doctor wants him to stop . The Master indifferently responds that once an empire has been established , when there is a new Gallifrey in the heavens then it will stop . When a Toclafane enters , the Master chastises the Doctor that he should be grateful : above all he is doing this for them , and the Doctor , after all , " loves them very , very much . " Upon examining the sphere thus captured , they make a horrifying discovery : the sphere contains the conscious remains of the human s from the year 100 trillion . The Toclafane claims there was no Utopia , only more darkness and cold , and with everything dying around them , after their inventions sustaining them across the eons , the humans cannibalised and regressed themselves , becoming the child - like Toclafane . The Master brought them back in time using the TARDIS , which could only travel between 100 trillion and here . The contradiction of the Toclafane killing their own ancestors is made possible by the paradox machine built by the Master , who considers it his masterpiece . The Doctor is shocked that the Master is changing the history of not just Earth but the entire universe . The Master sardonically claims as a Time Lord he has that right . The Doctor questions why he would come all this way just to destroy . The Toclafane claims they have come back in time to build an empire lasting one hundred trillion years , with the Master as their ruler . Martha is horrified when the Toclafane quotes young Creet , whom she met on Malcassairo , telling her that the Toclafane have shared memories of the last of humanity . When questioned as to why it wishes to kill its own ancestors , the Toclafane responds , " Because it ' s fun " , and laughs maniacally . Tom is sickened and horrified by this and shoots it dead . When Docherty asks if the rumours about Martha are true , Martha reveals a gun developed by Torchwood and UNIT , purportedly able to kill a Time Lord and prevent the ensuing regeneration . Martha has retrieved three of the four chemicals needed for the gun from their hiding places around the world , and has returned to London to find the fourth . After Martha and Thomas depart for a shelter in Bexley to hide , Docherty ( who is desperate for information regarding her missing son ) reveals their whereabouts to the Master . The Master comes to Earth ' s surface to capture Martha , killing Milligan , destroying the special gun and taking her back to the " Valiant " . He intends to execute her before the Doctor and her family , at the moment his fleet is launched . But as the clock counts down , Martha starts to laugh out loud , prompting the Master to angrily demand to know what she finds so funny . Martha now reveals the real reason she travelled the globe : it wasn ' t for a fictional anti - regeneration gun , with the Doctor himself pointing out that he would have never asked Martha to kill , nor was it to fight back ; but merely to talk . She told everyone about the Doctor ; specifically , she told everyone to think of the Doctor at the same time the Master plans to launch his fleet . It is revealed that when the Doctor whispered to Martha in the previous episode , he said " Use the countdown . " Docherty ' s betrayal was planned — engineered by Martha so that she would be brought on board the " Valiant " to rejoin the Doctor . Combined with the Master ' s Archangel Network , which the Doctor has had an entire year to tune to the frequency of , this has the effect of charging the Doctor with the combined psychic energy of the people of Earth . This enables the Doctor to restore his youthful physiognomy ( ignoring the Master ' s orders to stop ) and end the Master ' s control . The combined psychic energy gives the Doctor great power and he is not only able to restore himself with it , but it shields him and temporarily grants him telekinesis with which he removes the Master ' s laser screwdriver from his hand . As the Master cowers against a wall , the Doctor says the words the Master was terrified to hear : " I forgive you " . With the Master out of the picture , Jack rounds up some soldiers to destroy the paradox machine , but is delayed by the Toclafane . The Master , using Jack ' s vortex manipulator , teleports himself and the Doctor to Earth , threatening to detonate his fleet of ships as each one has a black hole converter inside and take the Earth with it . The Doctor knows that the Master would never kill himself , and manages to teleport both himself and the Master back to the " Valiant " just as Jack destroys the paradox machine ; this causes all time to reverse . Time reverses to the moment of the Paradox machine ' s activation , just after the US President was killed and just before the Toclafane arrived . All those on the " Valiant " will remember the events of the previous year due to being at " the eye of the storm , " but nobody else will know of the Master ' s reign of terror in " the year that never was " . The Master tries to run but ends up running straight into Jack who recaptures him . The Master , now defenceless , is handcuffed and stands before the Doctor . The Doctor announces that , since the Master is a Time Lord , he is the Doctor ' s responsibility and will be imprisoned on board the TARDIS . Francine Jones is talked out of shooting the Master , but Lucy Saxon , with a glazed expression , seizes a gun herself and shoots him . Rather than be a prisoner for the rest of his lives , the Master lets himself die , refusing to regenerate despite the Doctor ' s desperate pleas . Just before dying in his opponent ' s arms , the Master muses on the constant drumming in his head , wondering if it will finally stop , and with a smile says , " I win , " leaving the heartbroken Doctor in uncontrollable tears for his lost adversary , now once again left as the last of the Time Lords . The Doctor cremates the Master ' s body on a pyre . He takes a burning torch and ignites the pyre , quickly swallowing up the Master ' s remains . After watching his old enemy and former friend burn up in front of him , he strides away from the funeral ceremony with a bitter look in his eyes . In Cardiff , Jack decides to remain behind to look after his team , " defending the Earth " . The Doctor disables Jack ' s vortex manipulator to keep him from jumping through time unsupervised . When Jack protests , the Doctor rebuffs him by saying , " I can ' t have you walking around with a time travelling teleport . You could go anywhere , twice . The second time to apologise . " The Doctor then tells Jack there ' s nothing that can be done about his immortality : it seems likely he ' ll never be able to die — though he isn ' t sure about ageing . Thinking about what he might look like millions of years from now , Jack confesses his vanity and recalls how , as the first person from the Boeshane Peninsula to join the Time Agency , his good looks earned him the nickname " the Face of Boe . " Martha and the Doctor , realising the Face of Boe ' s true identity , are surprised and delighted . With the TARDIS repaired , the Doctor is ready to move on . Martha , however , has decided to stay so she can look after her family and finally qualify as a medical doctor . She gives the Doctor her phone number so they can keep in touch and says she will see him again , but when someone is in love and it ' s unrequited , they have to get out : " This is me getting out . " Martha promises that she ' s going to call him again , and when she does , he ' d better come running . As she heads out of the TARDIS , she parts with the words , " I ' ll see you again , mister . " The Doctor smiles fondly at her and watches Martha take her leave . While the TARDIS takes off , events flash back to the Doctor cremating the Master . Nothing appears to be different . However , after he leaves , the Master ' s signet ring drops out of the flames and lands on the ground , flaked with ashes , as though it were guided out of the fire by some unknown force . A female hand wearing red nail polish takes the Master ' s emerald ring from the burnt - out pyre , while the latter ' s malevolent laughter echoes in the background . The Doctor , now in possession of his severed hand , sets the TARDIS controls — until the room is suddenly shaken with great force ( because he did not have the TARDIS shields up ) , a foghorn bellows very loudly , and the bow of a ship smashes through the console room wall . The Doctor jumps out of the way and stumbles over his cockpit chair to the floor . As he recovers from the collision , he exclaims , " What . . . What ? ! ? " , looking up in disbelief at a puncture in his TARDIS , where a large vessel has broken through the TARDIS hull from the outside . Several panels in the console room have been ripped loose , along with an oxygen supply cable that has dislodged from the ceiling , swinging freely and gushing out a jet of air . Covered in rubble , the Doctor slowly recovers from the crash as the sound of the ship ' s clanging bell echoes through the room . He sees bits of his TARDIS strewn about the console floor , along with something new that doesn ' t belong in his ship at all . Picking up a lifebelt , he finds " Titanic " written on it , to which he can only respond flatly , " What . "