Compassion Compassion V was the fifth and last in the sequence of Remote operatives sequentially remembered from Laura Tobin . She travelled with the Eighth Doctor and Fitz Kreiner in the TARDIS , which rewrote her biodata to make her the first and only Type 102 or 102 - form timeship . She became mother to all 103 - form s during the War and eventually established herself as the City of the Saved . Biography . Origin . Compassion was originally Laura Tobin , a native of Ordifica . She was one of the few to survive its destruction , transported by Faction Paradox to the Remote colony Anathema in 1799 . Over the millennia it took for the ship on which Anathema was based to reach Earth , all the colonists were remembered using biomass inside remembrance tank s . Compassion was the result of this process . She was part of the Remote faction that met the Eighth Doctor on Earth , accompanied by Kode , the remembered version of Fitz . She became so altered by the signals from Earth that she decided to travel with the Doctor and ' Kode ' , after Kode was ' re - remembered ' by the Doctor and the TARDIS back to a variation of Fitz . ( PROSE : " Interference " ) Initial Travels . As Compassion came from a media / signal orientated culture she always wore an earpiece or receiver . To protect her from any " harmful " signals she might encounter during their travels , the Doctor interfaced her receiver with the TARDIS systems . ( PROSE : " The Blue Angel " ) Despite this , Compassion tended to help the Doctor simply because the strength of his world - view provided her with an appealing signal to obey , even as she expressed some doubt and disdain that the Doctor ' s intervention actually accomplished anything that couldn ' t have been sorted out on its own ( PROSE : " The Taking of Planet 5 " ) . The Doctor sometimes tried to encourage Compassion to take a more active role in ordinary human lives , such as assigning Compassion to spend more time investigating a corrupt company on a distant colony ( PROSE : " Frontier Worlds " ) . While the Doctor was straightening events on Mictlan , he left Compassion on Earth in 2012 with a list of things to accomplish while living a normal life for a few months ( PROSE : " The Shadows of Avalon " ) . Early life as a TARDIS . After the destruction of the TARDIS in a dimensional rift , the signals that it had been unknowingly transmitting to Compassion ' s receiver had unforeseen results , warping her biodata along Block Transfer Computation s . This culminated in her " rebirth " as a sentient TARDIS when she was knocked off a tall tower and triggered her dematerialization for the first time . ( PROSE : " The Shadows of Avalon " ) With his own TARDIS apparently destroyed and the Time Lords seeking Compassion for breeding stock for their own sentient TARDISes , the Doctor and Fitz used Compassion to go on the run . ( PROSE : " The Shadows of Avalon " ) Compassion began referring to the Doctor as her " tenant . " ( PROSE : " The Fall of Yquatine " ) Afraid of being tracked down by the Time Lords , the Doctor purchased a randomiser on the planet Yquatine and installed it in Compassion without her permission . The installation and operation of the Randomiser caused her a great deal of pain , to the Doctor ' s horror , but her systems quickly integrated it and she was unable to remove it . She eventually forgave the Doctor for installing the device , an act which he convinced her was for her own protection . ( PROSE : " The Fall of Yquatine " ) Compassion came to be less concerned with her inability to control her destinations , finding the actual travel through the Time Vortex so exhilarating that the destination was unimportant . ( PROSE : " Coldheart " ) Eventually , Compassion was drawn to Gallifrey by the presence of the Edifice just before the Faction Paradox attack and Gallifrey ' s destruction . Compassion finally rejected her randomiser , expelling its remains into the Edifice along with her occupants . After the destruction of Gallifrey , Compassion took the Doctor and the TARDIS — now totally drained of all its energy — to 19th century Earth , then took Fitz Kreiner to 2000 so he could meet the Doctor after the TARDIS had repaired itself . She then left to explore the universe . ( PROSE : " The Ancestor Cell " , " Escape Velocity " ) Activity in the War . Most timeship s were powered through a link directly to Gallifrey , ( PROSE : " " , " Warring States " ) but Compassion was cut off from this source , either because the Homeworld deemed her a " subversive influence " ( PROSE : " The Book of the War " ) or because the Eye of Harmony had been destroyed . ( PROSE : " The Ancestor Cell " ) Instead , she fed off time - active biodata inside her . Initially she used travelling companions ( PROSE : " Warring States " ) like the Gallifreyan technician Nivet ( PROSE : " The Ancestor Cell " ) and Carmen Yeh , who Compassion met in Alaska in 1758 and travelled with for three years . While travelling with Carmen , Compassion came to an agreement with the War King to create a " second wave " for the War . This resulted in the mysterious creation of the 103 - form timeships . ( PROSE : " The Book of the War " ) Her first child was Antipathy , a dangerous and psychotic failure whom the Houses ( on Compassion ' s advice ) attempted to kill immediately after his birth . ( PROSE : " Of the City of the Saved . . . " ) Compassion warned the War King that House Lucia was a major event in his near future . ( PROSE : " The Book of the War " ) She possessed the body of Mary Culver and helped Cousin Eliza defeat Queen Charlotte ( AUDIO : " In the Year of the Cat " ) and rescue Cousin Justine from the prison planet of the Great Houses . ( AUDIO : " A Labyrinth of Histories " ) City of the Saved . In an attempt to provide a safe haven for humanity during the War , Compassion lodged herself between her universe and the next . By doing this she was able to change her interior dimensions to create the City of the Saved . ( PROSE : " Of the City of the Saved . . . " ) . Fearing being compromised by any one of the hostile War powers , Compassion established a number of additional safe havens for humanity , contingencies or bolt holes , beyond the end of the universe within the bodies of her timeship children and accessible via the Downtime Gate . ( PROSE : " God Encompasses " ) . Grandfather Halfling was an old friend of Compassion who was present at the creation of the City and helped Compassion create it . ( PROSE : " The Book of the War " ) Legacy . While trying to remind the Eighth Doctor of his past , Fitz Kreiner referred to a time when he and the Doctor travelled the universe in a " stroppy redhead " . ( PROSE : " EarthWorld " ) When the Eighth Doctor was recovering from a vitreous time contamination with Mary Shelley in 1816 , he mentioned Compassion among various other companions . ( AUDIO : " Mary ' s Story " ) On Earth during the War , shortly before the Ghost Point , Compassion was a legendary human / machine hybrid rumoured by many to exist . ( PROSE : " This Town Will Never Let Us Go " ) " The Thousand and Second Night " contained a mention of " Civitata , who was a city and woman both and the embodiment of Allah ' s mercy " . ( PROSE : " Head of State " ) Appearance . Compassion had coppery - red hair , freckle s , and pale skin . She was 1 . 64 metres high . ( PROSE : " The Book of the War " ) Her freckles were once described as being " far too symmetrical to be natural " . ( PROSE : " Warring States " ) A fictionalised version of Compassion was played by Nicole Kidman . ( PROSE : " Interference - Book Two " ) While with the Remote and while travelling with the Doctor and Fitz before becoming a TARDIS , Compassion wore a Remote receiver in one of her ear s . ( PROSE : " Interference - Book One " , " The Blue Angel " et al ) When she was arrested on Skale , the receiver was torn out of her ear and impounded . ( PROSE : " Parallel 59 " ) After becoming a TARDIS , Compassion could change her appearance at will , but she usually tried to maintain her original appearance . She once disguised herself as an Anthaurk . ( PROSE : " The Fall of Yquatine " ) Abilities . Once she became a TARDIS , Compassion ' s senses extended into other dimensions . She could generate a force field around her and deliver painful electric shocks if attacked . She once accidentally overloaded the brains of four humans trying to contact them via her telepathic circuits , temporarily disorienting them ; by contrast , she was later able to act as a filter when the Maker spoke to Fitz , adjusting Fitz ' s perceptions so that he could process the Maker ' s telepathic message without being driven completely insane . ( PROSE : " The Space Age " ) TARDIS interior . As a TARDIS , Compassion ' s internal dimensions were mapped to her psychology , full of twisted forests ( representing the state of emotion existing beyond the civilised self and Compassion ' s new awareness of her humanity ) and dark , echoing spaces she forced the Doctor and Fitz to inhabit ( the Doctor attributed this decision to her subconscious terror at what she had become " punishing " him and Fitz like a woman will scream abuse at the father of her child while giving birth ) . When the Doctor and Fitz first entered Compassion , they found themselves in an ornate corridor decorated with portraits of the Doctor ' s friends , family and past selves in varying artistic styles , progressing to another corridor with doors leading off to Compassion ' s subconscious — with such contents as Awful Truths , Hopes for the Future and That Dream About Fitz , the last featuring Fitz ' s voice screaming about something — along with a narrow bridge over the dark chasm of her unconscious leading to the console . Her console hovered over her subconscious blackness on a stone platform , the console itself being completely black and possessing harsher angles than the Doctor ' s original TARDIS , with a large crystal as its centre . The controls moved constantly , subject to how helpful Compassion felt towards the Doctor at the moment and her own uncertainty about what she had become . ( PROSE : " The Shadows of Avalon " ) Compassion used her newly found psychic abilities to influence Fitz ' s dreams ; he admitted to suffering from nightmares when they travelled together , until they reached an understanding . ( PROSE : " The Fall of Yquatine " )