Star whale A star whale was a giant , space - borne cetacean . Biology . Star whales were sentient and were similar - looking to Earth ' s cetaceans in basic structure . They had several flipper s and tentacular protrusions down their stomach , as well as smaller , spiked tendril s on their back . Star whales travelled through space at speeds comparable to spaceship s . Though they could communicate in an atmosphere , their voices were too high - pitched for human s to hear . They were capable of bioluminescence and had glowing patterns around their tendrils . ( TV : " The Beast Below " ) They fed on solar power from the stars they passed . They would occasionally eat humans , but refused to harm children . Their intelligence was higher than that of humans and they could live for thousands of years . History . An ancient and benevolent species , star whales had , according to legend , guided early space travellers through dangers on their journeys through space . ( TV : " The Beast Below " ) Some survivors of crashed spaceships saved by the whales even lived inside the whales for generations . ( AUDIO : " The Song of Megaptera " ) They were extensively hunted by human s and Toothon s . The Sixth Doctor and Peri saved a space whale called Megaptera from being killed by a whaling spaceship . ( AUDIO : " The Song of Megaptera " ) In the 24th century , the great royal hall on the planet Hurn was constructed around the skeleton of a fully - grown star whale . ( AUDIO : " The Widow ' s Assassin " ) By the 29th century , the species was believed extinct save for one individual . When Earth faced destruction because of solar flare s , that star whale was drawn to Earth . All the peoples of Earth had escaped in massive city ships , but the people of the United Kingdom lacked an engine . The star whale intended to offer its services to the stranded people as it sensed the terror of the children and , being so old and kind , could not bear to see them cry . Unfortunately , the people of the UK misinterpreted this gesture of good will as a lucky coincidence and captured it . They built their ship on its back and carved an opening to its brain to torture it into moving . The city built on its back became known as " Starship UK " . While the government realised the moral problem , they believed that if the whale was freed , " Starship UK " would be destroyed , killing the population . To deal with this , every five years they revealed the truth to citizens one at a time and allowed them to vote on the matter , choosing either to " Forget " or " Protest " . Forgetting meant their memories would be erased so they didn ' t have to live with the guilt . However , protesting meant that particular citizen would immediately be fed to the star whale . Every year the overwhelming majority of citizens chose to forget . Similarly , Queen Elizabeth X ( Liz Ten for short ) , whose body clock had been halted and who had ruled the British people for three hundred years , was faced with the choice to Forget or Abdicate every time she found out the truth . Abdication would free the star whale , but as previously stated , it was believed that this would destroy the " Starship UK " . When the Eleventh Doctor and Amy Pond came to " Starship UK " in the 33rd century , they investigated the ship . Along the way , Amy stumbled into a voting booth and learned the truth , only to vote to Forget . Eventually the Doctor discovered the heart of the ship , where Hawthorne and his workers were torturing the star whale with electric shocks to keep it moving , and faced the impossible situation . Seeing no reasonable options , the Doctor tried to render the space whale brain - dead so it would no longer feel pain from the torture , but would continue to support the ship . Amy , however , noticed the whale ' s neural tendrils affectionately playing with the children . She quickly put the pieces together and ran to the control system to press the " Abdicate " button with Liz Ten ' s hand , freeing the whale . The ship was " not " destroyed as was originally feared . Instead it started to move faster . As the star whale had come willingly and was still willing to help the people of the UK , it moved more swiftly without the torture dulling its senses . Amy explained her reasoning to Liz Ten , Hawthorne and the Doctor , comparing the star whale ' s situation , being " very old and very kind and the last of its kind , " to the Doctor himself who , like the star whale , could not bear to see children in distress . ( TV : " The Beast Below " ) Other references . The Doctor ' s TARDIS once rested on the hump of a star whale . ( WC : " TARDIS Cam No . 6 " ) When explaining her background to the Sittuun , Amy mentioned her encounter with the star whale . ( PROSE : " Night of the Humans " ) She mentioned it again on another occasion . ( PROSE : " The King ' s Dragon " ) After being sent back in time by the Weeping Angel s , Amy Pond used the afterword of Melody Malone ' s book , " " , to tell the Eleventh Doctor to tell her younger self " she ' ll save a whale in outer space " , as a reference to the star whale . ( TV : " The Angels Take Manhattan " )