The Beast Below ( TV story ) The Beast Below was the second episode of the fifth series of BBC Wales " Doctor Who " . It was notable for featuring Amy Pond ' s first trip in the TARDIS . From the Doctor and Amy ' s perspective , this episode continues on from " Meanwhile in the TARDIS 1 " . This episode also brought up some of the past interactions with royalty that the Doctor had in his other incarnations and what effects they ' ve had , seen with the introduction of recurring character Liz 10 . Apparently , the Doctor had become well - known by the 21st century ; he is accepted enough to the point where he can park his TARDIS in the Queen ' s garden . Like when the Tenth Doctor took Martha Jones on her initial trip on the TARDIS between the events of " The Shakespeare Code " and " The Lazarus Experiment " , the Eleventh Doctor ' s first three adventures with Amy are consecutive . This episode is the first time that the Doctor ' s " promise " to himself was mentioned . As he could only see a horrible compromise as the only way to make things right , the Doctor stated that he wouldn ' t be worthy of the title he chose , which means " " never cowardly , or cruel ; never give up , never give in . " " Synopsis . For Amy Pond ' s first trip in the TARDIS , the Eleventh Doctor brings his new companion to the 29th century , where all of the United Kingdom ' s citizens ( apart from the Scottish ) live onboard " Starship UK " , searching for a new home amongst the stars as the Earth is being roasted by solar flares . However , the Doctor soon finds something amiss onboard the vessel . The citizens appear to fear " the smiling fellows in the booths " and ignore crying child ren . What is going on ? What secrets does " Starship UK " hold at its depths , and who is hiding them ? Soon , the Doctor is forced to make an impossible choice . No matter what he chooses , death is the only outcome . Plot . On " Starship UK " , child ren sit in class waiting to be graded by their instructor , a Smiler . Timmy does not want to line up , and so he joins at the very end ; the Smiler calls Timmy a bad boy and gives him a zero . As the students walk out , Timmy ' s friend Mandy reminds him that he cannot take the vator ; students aren ' t allowed to if they have a zero . She leaves in one , promising to wait for him back in London . Not wanting to walk twenty decks to get there , Timmy enters the second vator as it arrives . On the monitor , a little girl recites a poem . Instead of heading to London , the vator drops down to Floor 0 , with the floor in the vator opening to a red chasm beneath him as the Smiler in the vator shows its anger . Timmy screams in terror , and falls in . . . Amy is suspended in space outside the TARDIS , the Eleventh Doctor standing at the ledge holding her ankle to keep her from floating away . Pulling Amy inside , the Doctor asks her if she believes him now ; she does . However , she then questions how they can be breathing with the doors open ; the Doctor calmly explains that he ' s extended the TARDIS ' s air shell . He then looks below them , seeing " Starship UK " and racing back to the console , going on to explain that in the 29th century , solar flares burned the Earth and forced the entire human race to flee to the stars until it was all over . However , he notices Amy hasn ' t followed after him and is repeatedly calling his name ; the doors accidentally hit her in the rear and she ' s holding onto the TARDIS for dear life . Pulling Amy back inside , the Doctor puts " Starship UK " up on the circular monitor , going on to say its the same UK , only metal . Amy asks if they can go onboard . The Doctor agrees , but goes through the rules : they are observers and cannot interfere , something that he has always ( tried ) to stick to doing in his travels . Amy compares them to filmers of a wildlife documentary . But when they spot Mandy crying silently on the scanner , the Doctor suddenly appears on the screen , asking Mandy if she needs help . The little girl runs away from him , and the Doctor beckons for Amy to join him outside . Amy exits the TARDIS , and is immediately overwhelmed by everything around her . Amy is hit by a realisation ; she ' s been dead for centuries , the Doctor is less than amused : " you ' re a cheery one ! " The duo explores the area , known locally as the London Market , with the Doctor encouraging Amy to notice everything as there are " secrets , shadows , lives lived in fear . " Abruptly , he stops and takes a glass of water off a nearby table , setting it on the floor and observing it for a brief moment before returning it ; he tells those he took it from that " there ' s an escaped fish " . He informs Amy that this is a police state : the government controls everything . The Doctor spots Mandy crying across the room , and they move towards her , followed closely by a dark - robed individual . The figure phones Hawthorne , controller of the Smilers , to report what he ' s seen . Hawthorne , likewise , calls a cloaked woman sitting on a bedchamber floor amidst a sea of water glass es ; he tells her that there has been a sighting . She asks him if he " did the thing " ; yes , he did . The woman tells him that she will take a look at the monitors , and grabs a porcelain mask before leaving . The Doctor and Amy observe Mandy from a bench . The Doctor explains that child ren cry because they want attention or they ' re hurt ; when they cry silently , it means they can ' t stop . He tells her that any parent would know that , making Amy ask if he ' s a father ; the Doctor doesn ' t answer . He goes on to explain that several possible parents are passing Mandy and are not even bothering to talk to her , meaning it ' s highly likely that they know what ' s making her cry , and it ' s something that they ' re too afraid to talk about . The Doctor encourages Amy to follow the little girl , and ask her about the Smilers , because they are everywhere ; even more disturbing is that the cases they ' re in are clean . The Doctor tells Amy " it ' s either this , or Leadworth " , prompting Amy to comply with his orders . As for himself , the Doctor explains that he ' s going to do what he always does — " Stay out of trouble . Badly . " As they part ways , Amy asks the Doctor if he interferes with other lives and planets if children are crying . The Doctor confirms this with a grin . Searching for Mandy , Amy encounters her in a street . They discover a sealed - off part of the road — which Mandy refers to as a " hole " — which Amy investigates despite Mandy ' s warnings that they are not allowed ; it has something to do with the Smilers and " below " . She asks Amy whether she ' s Scottish , informing her that Scotland has its own ship , something that amuses Amy . Meanwhile , the nearby Smiler ' s face turns angry as Amy enters the tent . Inside , she discovers a giant tentacle rising up through the ship from below ; it attacks her and forces her back out of the tent , where she is immediately surrounded by a group of hooded men who put her to sleep with a gas in one of their rings as Mandy looks on . Meanwhile , the Doctor descends a ladder into the ship ' s " engine " room . After examining the surrounding area , he meets the masked woman , who tells him that she is conducting an investigation similar to the Doctor ' s and demands to know why he thought to put the glass of water on the floor in the marketplace earlier . He relays his suspicions that , in a ship of this size , the engines would have created some sort of disturbance on the surface of the water — and yet there was none . In fact , it would appear that the ship has no engine at all . The woman replies in the affirmative and offers him a device that will lead him to Amy . The Doctor inquires how he can find her again , learning she is Liz Ten , and " she " will find " him " . Amy regains consciousness in a voting booth as she ' s scanned by a machine , confirming her name and reading her age as 1 , 306 years — which amuses her — and her marital status as " unknown " , which unsettles her . The screen switches to a video narrated by a man in a smart suit who tells her that she will now be shown the truth of the ship ' s travels ; afterwards , she will be faced with the choice to " forget " everything she ' s learned in the booth or to " protest " . Should only one percent of the population protest , the project will be discontinued " with consequences for you all " . She is shown the film — a succession of subliminal images that suggests a huge influx of information — then suddenly finds herself having pressed the " forget " button and has no idea what she just saw . A recording she made prior to forgetting appears on the screen , where , crying , Amy tells herself to find the Doctor and get him off " Starship UK " to keep him from investigating . No doubt , there is something going on that the Doctor wouldn ' t approve of . The booth ' s door opens , with the Doctor and Mandy waiting for her outside ; Amy quickly stops the message before the Doctor can see it . The Doctor wonders what is that she ' s done . From a scan with the sonic screwdriver , the Doctor deduce s that a machine in the lamp above Amy ' s head has made her forget the last twenty minutes . Mandy explains anyone 16 and older can choose to use a booth once every five years ; the Doctor jokes that everyone choosing to forget is " democracy in action . " She wonders if the Doctor is Scottish as well , to which he says " I ' m much worse than Scottish . " The Doctor explains the machine won ' t show him the film as he is not human ; Amy points out that he looks human . However , the Doctor retorts that humans look Time Lord ; his species came first . When asked if there are other Time Lords , the Doctor tells her that there isn ' t anymore ; just him . The rest died on a " bad day " . And now , all he does is help people every single day that he can . Rubbing his hands together , the Doctor comes to a decision . " Hold on ; we ' re bringing down the government ! " He slams his fist on the " protest " button , making the door shut and the floor open to the red abyss that Timmy fell into . While Amy screams in terror , the Doctor is overjoyed , telling her to instead say , " Wheee ! " Both plummet down a chute . Liz Ten goes over to Mandy , who recognises her without her mask . Amy and the Doctor land in a rubbish dump at the heart of the ship , which the Doctor jokes is Lancashire . He then notices that only food refuse is down there with them , and Amy notices the floor is all squishy . A scan from the sonic tells him the truth : they ' re in a mouth of a large beast . As pipes have been surgically implanted in the beast , they can try using the normal " entrance " to escape ; however , it is " closed for business " . Amy tries walking to the teeth , accidentally causing the swallow reflex . To avoid being digested , the Doctor uses the sonic to make the beast vomit . Amy awakens to find herself in an overspill pipe , where the Doctor explains that she has no injuries and " is " covered in sick . The Doctor sees that the only way they can get back into the ship is to press another " forget " button . When they refuse to press the switch , the Smilers at the end of the corridor not only become angry , but physically step out of their booths and move to attack them . They are rescued by the mask - less Liz Ten , who enters from the other side of the door and shoots the Smilers down with a gun . Liz explains that she tracked the device she gave the Doctor ; she heard everything they did through it . Liz jokes that the Doctor is a bit hard to miss ; " Mysterious Stranger M . O . ; intelligence of higher alien life forms , hair of an idiot " . Walking through a hall , Liz goes on to explain the Doctor was old drinking buddies with Henry 12 , " Vicky " knighted and exiled him on the same day , and he at least once shared tea and scone s with Liz 2 . " And so much for the ' Virgin Queen ' , you bad , bad boy ! " The Doctor immediately realises who Liz is : Queen Elizabeth X . Liz Ten . She makes them duck , and shoots down more Smilers . " I ' m the bloody Queen , mate ; basically , I rule " . Walking through another corridor , they notice another root coming from the creature pounding against a barred opening . Amy explains her previous encounter with the root that burst through the road ; the Doctor confirms that the roots are part of the same creature whose mouth they were just inside , and that it ' s reaching out . Liz wonders if the beast is infesting the kingdom , but is more angry that someone is feeding her subjects to it . Explaining that there is a high - speed vator to her quarters nearby , Liz walks off with Mandy . Watching the roots continue banging against the bars , the Doctor sadly tells Amy that they shouldn ' t have come here . Amy remembers her message to herself . Hawthorne sees them on the monitor and calls it in , saying since Liz has seen the truth , it ' s time to activate the pre - agreed protocol . In Liz ' s room , Amy fixes her hair as the Queen goes on to explain that she has been investigating the creature for ten years , ever since she came to the throne at the age of forty . Liz had the ageing process slowed down ; " keeps me looking like the stamps . " With everyone knowing who she is , Liz wears her mask for anonymity ; the Doctor notes that , because the mask is made of air - balanced porcelain , it must have been made to perfectly fit her face . He points out , though that it ' s at least 200 years old . At that moment , the hooded men enter Liz ' s room and demand that she come with them . However , when she protests , their heads rotate to show angry Smiler faces ; they are half - human , half - Smiler . Called Winder s , they ' re in charge of keeping the peace on " Starship UK " . Liz tells the Winders that she is still their Queen ; they agree , but tell her that , on the highest authority , she must go to the Tower of London . They are taken to the Tower of London in the bowels of the ship , where Liz meets Hawthorne , a senior member of the government . The Doctor reveals that the creature , whom they previously thought was malevolent , is , in fact , the ship ' s means of flying ; the ship was constructed on its back . They have a laser placed above the exposed pain centre of the creature ' s brain that repeatedly zaps it , torturing it into continuing . Seeing children being put to work , they question this ; Hawthorne explains that protesters and citizens of limited value are fed to the beast . However , it for some reason won ' t eat children . He calls the Doctor and Amy lucky for being the first adults its spared . The Doctor retorts they ' re lucky to be in the torture chamber of the Tower of London . The Queen demands the creature ' s immediate release . Hawthorne insists that he is simply obeying the orders of a higher authority . Liz protests , calling herself the highest authority on the ship . The Doctor brings her attention back to the impossibility of her mask . How could a mask have been made for her specifically 200 years before when she ' s only 50 ? The Doctor answers his own question : " They slowed your body clock , all right , but you ' re not fifty . Nearer . . . three hundred . " She ' s reigned the same ten years over and over again , each time choosing to forget the truth . Hawthorne plays a recording of Liz Ten ; she explains that the British people were faced with destruction when Earth was devastated by the solar flares , and the children screamed in pain . All other countries had taken to the sky , but they lacked the resources to build their own spaceship . But then , " like a miracle " , the creature — the last of the star whale s — appeared to them . The government trapped it , and built their ship around it , using the creature in place of an engine . The recording once again gives Liz the option : " forget " or " abdicate " . Pressing abdicate will release the star whale — but in doing so will destroy the ship and kill everyone onboard . The Doctor allows the humans present to hear the star whale ' s screams of pain through the use of the sonic screwdriver . He declares that there is no choice but a mercy kill ing . He will kill the conscious functions of the creature in order to keep it from feeling any more pain and allow it to continue to sustain " Starship UK " ; it is the only choice other than either leaving the creature to endure more torture for centuries or killing every human on the ship . . . then states that he intends to abandon the name " the Doctor " once the deed is done . The Doctor expresses his fury towards all of the humans who have allowed this situation to arise ; he is also angry with Amy for trying to keep the truth from him by pressing " forget " . Amy tries to apologise but he isn ' t interested , and tells her that he ' ll be taking her back to Leadworth after this is all over . However , as the Doctor sets up the massive electrical charge which will render the star whale brain - dead , Amy remembers the Doctor ' s encouragement that she notice everything ; she quickly ascertains that , while the roots will attack adults , they do not attack children . Amy watches as a root plays with Mandy and Timmy . She realises that the star whale is , in fact , benevolent and has been voluntarily propelling the ship for the humans because of its compassion for the children . She makes Liz Ten press the " abdicate " button , and the brain stimulus halts . The star whale ' s freed . The whole ship shakes . However , much to their surprise , the creature continues to power the ship , with Hawthorne observing that they have actually " increased " speed . Amy huffs at him , " Yeah , well , you ' ve stopped " torturing the pilot ! " " Liz wonders why the star whale hasn ' t dislodged itself from " Starship UK " yet , before Amy reveals it volunteered its services - the humans were so desperate for help , they did not catch wind of its intentions . They outright trapped and tortured the creature for fear it would abandon them in their time of need . Explaining her actions , Amy says that " if you are very old and the last of your kind " like the star whale — and also just like the Doctor — then " you just can ' t stand there and watch children cry . " On an observation deck , the Doctor looks out into space , deep in thought over the events that have just transpired . Amy walks up behind him , handing the Doctor Liz ' s mask as a souvenir from their adventure there . She explains that Liz has decided that there will be no more secrets in " Starship UK " ; everyone will know the star whale is to thank for their salvation from the inferno on Earth . Calmly , the Doctor points out to Amy that she could have killed the entire British nation if she was wrong . Amy points out that he could have killed the star whale . She knew how it would react because of its similarities with the Doctor — " Very old and very kind , and the very , very last . Sound a bit familiar ? " They share a hug . They walk through the market street , back to the TARDIS , as Amy wonders if it ' s really okay to leave without saying good - bye . The Doctor tells her that they ' ll wonder about that and come up with stories , saying it ' s a big day tomorrow . Amy , shocked , stops and asks him what he means . The Doctor tells her that it ' s always a big day tomorrow for him because he skips the little ones . Amy , relieved that he didn ' t know about her wedding , asks him if there was anything he ever ran away from because he was scared or just because he could . The Doctor says yes , but it was a long time ago ; his travels through time and space were the end result . Amy tries revealing the reason she wants to go back the morning after they took off , but the sound of the TARDIS phone ringing distracts them . Inside , the Doctor works on the TARDIS console as Amy answers the phone . Learning that it ' s his old buddy British Prime Minister Winston Churchill , the Doctor takes the call . Winston tells the Doctor that he ' s in a bit of tricky situation ; he asks the Doctor for help — as the shadow of a Dalek glides into view . The Doctor and Amy set off to help Churchill . Amy recites a poem , a positive reprise of the verses spoken by the young girl from the Vator monitor . The star whale continues to ferry human ity through the star s . The people will enjoy newfound freedom and liberation from their police state , but — unbeknownst to the residents of " Starship UK " — a luminous , white crack has appeared on the hull of the ship . One rather like the one on Amy ' s bedroom wall . . . Story notes . Ratings . " 6 . 7 million - First broadcast " " 8 . 42 million - Final BARB ratings "