Sleep No More ( TV story ) It broke away from the traditional filming style of the series by featuring a unique and non - musical title sequence and depicting the events of the story through a found - footage style of direction , featuring all of its scenes in a manner that suggests they were being viewed through video recordings rather than in third - person . It also served as a fourth wall break , without actually breaking the fourth wall ; each time the characters are looking at the audience , they are being seen by someone who used Morpheus . It also was the first episode of " Doctor Who " to have its title given during the closing credits rather than the opening credits . The only other time that a television story did not feature a title during the opening titles was the 2005 " Children in Need Special " , which did not display any discernible title at all . According to the " Doctor Who Extra " for this episode , head writer and executive producer Steven Moffat had commented that this episode also serves as a reminder that even the Doctor has his limitations ; he can ' t or doesn ' t always win . This served as a refer - back to the Doctor ' s early adventures in the 1960s , where a victory for the Time Lord often just involved making back to the TARDIS and escaping from danger . Although , back then the threats were usually not very dangerous and were contained ; however , this episode ' s events threatens to come back and haunt the Doctor . This also marks the first time in the Revived Series that the villain of the episode has succeeded in their plans . However , it was only because the Doctor was tricked into thinking a fake plan was really what the villain was trying to accomplish . Synopsis . The Le Verrier space station fell silent only a day ago . No - one really knows what happened . However , some footage of the attempted rescue mission was found . The station appears empty , except for two nosy time travelers : the Doctor and Clara . Plot . Professor Gagan Rassmussen breathlessly introduces a video he ' s assembled from found footage , warning would - be viewers of the recording ' s inherent ( but unspecified ) danger . Rassmussen explains that he ' s not quite sure what ' s been going on , but he ' s put together some footage from the security cameras and perspectives of the people in involved . Hearing a strange groaning sound , Rassmussen once more addresses the camera , telling the viewers that they were warned . The screen fills with static , as random red numbers and letters , ( which include the words " Doctor Who " glowing bright pink ) fill the screen . The static dies down , before a quick flash of static signals the beginning of the footage . Chopra , is annoyed by someone looking at them , telling the person to stop . It turns out to be Grunt 474 , whom Chopra notes looks at him like a lovesick puppy , when she ' s supposed to a deadly killing machine . Deep - Ando emerges from a Morpheus pod , noting he could hear him inside . Their leader , Nagata asks if he feels refreshed ; he confirms it . Chopra repeatedly voices his dislike for it . Nagata and Deep - Ando mock him , saying he ' s a R . I . P . , a person who refuses to use Morpheus . 474 tries calming Chopra , but instead annoys him because she can ' t speak proper grammar , missing out words . The space station looms close . The screen goes back to Rassmussen , who tells the audience that the quartet was sent by the city of Triton on Neptune to investigate the Le Verrier space station , which has been silent for over 24 hours . He then adds to not get attached to them , as they will die horribly . Thye came to investigate and rescue the crew . However , there was no crew on the station , or rather no crew " left " . The footage returns to the four as they enter the space station , hoping to find the crew . Instead , they find the station dim with emergency lights on ; there is no sign of life on the station . According to their scans , there is nothing wrong with the engines or the gravity shields ; the station is simply left on emergency lights . 474 guesses that the crew is playing hide and seek , annoying Chopra . However , she soon stops the group , informing them that she hears people ahead . The quartet hide , until they can determine if the voices belong to the crew or some kind of hostile invaders . Clara walks into view , wondering why everything is so dim ; however , her back is to the quartet , leaving her unaware of their presence . The Doctor ' s voice is heard suggesting it could be a three - day week , or a night setting . Clara voices feeling like she ' s being watched , to which the Doctor just passes it off as paranoia ; however , the irony is that she is being watched from behind by the quartet . She shines a torch at a decoration , stating that it looks like they ' re at a Japanese restaurant . Clara wonders if they ended up at a space restaurant , annoying the Doctor who walks into view with her . The Doctor explains no - one puts the word " space " in front of something because it ' s in the future or not on a planet , listing several items that wouldn ' t make sense with the prefix " space " . They walk down another corridor as Clara wonders about the word " spacesuit " , to which the Doctor is dismissive . Nagata leads her team after them , surprising the duo as they are held at gunpoint . She demands to know if they are crew . The Doctor calmly takes out the psychic paper , which causes Nagata and her team to think they are Engineering Stress Assessors . Nagata asks the Doctor what happened . Assuming she means what happened from the beginning of time , the Doctor says " that ' s a long story " . However , Clara clears her throat ; the Doctor takes the signal , realising that Nagata means the station . The Doctor explains they haven ' t any idea as they ' ve only just arrived ; he asks Nagata for an explanation . Twenty - four hours ago , the station lost all communications . Nagata and her team are here to find out why the station lost power , assuming it to be a meteor strike or space pirates ( which contradicts the Doctor ' s theory of not putting " space " before certain words ) . The Doctor correctly guesses Nagata and her team to be a rescue team of four ; the small group is due to budget cuts . Nagata tells them to consider themselves under her command , but the Doctor finishes her sentence by singing " part of the furniture " , before Nagata finishes her command . ( The Doctor is subtly amused as he ' s the highest authority in the room ) . The Doctor tastes his finger twice to reveal that he and Clara are in the thirty - eighth century on a Tuesday . He tells Clara that India and Japan were sort of merged after the great catastrophe , which caused a realignment of the tectonic plates ( thus the station is " Indo - Japanese " as he puts it ) . Clara is confused by this ; the Doctor , usually getting the timeline mixed up , tells her that she has a lot to look forward to . However , the Doctor then notes that there happens to suspicious amount of dust in the space station , after just a day of no - one being around . Grunt 474 says " Eyes . Watch . Eyes in sky . " , which confuses Chopra . 474 says that she will protect Chopra because she thinks that he ' s pretty . Chopra pushes her away , which causes her to react aggressively - because she is programmed to respond to physical threat - and get Chopra into a choke hold . After Nagata tells her to let Chopra go , 474 does so and crouches by the wall , apologising . Chopra complains 474 could have killed him , but Nagata says it ' s how grunts are grown . The Doctor tells a confused Clara that grunts are bred in hatcheries with cloned muscles , low intelligence and brute force , which makes for an instant army , much to Clara ' s disgust . The Doctor tells her it ' s how they roll in the 38th century ; basically not following orders due to morality has been solved this way . They continue down a hall , where two figures are seen . The Doctor tells Clara to hold his hand ; though Clara ' s fine , the Doctor admits that he is scared . It turns out that figures are hostile creatures , which proceed to charge at them . Everyone runs , but Deep - Ando ignores Nagata ' s order to follow them and runs down a completely different hallway . They run into a lab , where they try shutting the door . However , one of the creatures gets it ' s arms in the doorway , blocking it . The Doctor , Clara , Nagata and Chopra hold the door ; Nagata orders 474 to ram a cart against the door . The creature ' s arms is sliced off by the shut door , and dissolves into dust . Looking outside the window , everyone sees the creature is gone . This leaves Nagata confused as it was just there a moment ago , they should have seen it leaving . Deep - Ando , meanwhile is searching through the corridors and falling to contact the group . Somehow his transmissions are being blocked . In the lab , the Doctor takes a sample of the creatures and begins scanning it . All the scan tells him is that it ' s organic . Nagata tries calling Deep - Ando , but gets static . Clara sees some Morpheus pods , which she and the Doctor begin investigating . However , when the screen turns away from them , Clara is heard screaming ; the screen returns to the pod , showing it now shut with Clara inside . The Doctor tries getting her free , only to be told to calm down as the machine is harmless . The " Mr . Sandman " song plays over the machine in hologram form as the Doctor zaps the machine with the sonic screwdriver . The Doctor manages to force the machine open , finding an unconscious Clara wired into it . Clara awakes , confused , wondering if she just slept ; Nagata confirms this . The Doctor asks Clara what she thought she was doing ; however , Clara explains that the wires came alive like snakes and pulled her into the machine against her will . The Doctor examines the door , finding the machine is slightly sentient ; it thought it knew what Clara needed - " clearly you needed 40 winks . " 474 then says that there ' s someone in the last pod . They try forcing it open , but the occupant keeps the machine shut . While the soldiers prepare to react with force , Clara decides to politely introduce herself and the Doctor to coerce the occupant into exiting the pod . It opens to reveal a very scared Rassmussen . The footage stops again , to the present day Rassmussen , who explains that he wanted to leave the station right away , but the Doctor was demanding answers about Morpheus . The footage resumes with a holographic announcer explaining Morpheus was created to give human beings all the benefits of sleep , but in a five minute burst that would allow them to stay awake for a month ; the primary reason being for businesses to try getting ahead of their competitors . The Doctor is not impressed , stating that everyone needs sleep ; even he sleeps . When Clara asks when , he tells her its when she ' s not looking . Chopra is glad two more people find the Morpheus pods disgusting . Rasmussen takes credit as its inventor , explaining that humans spend an entire 1 / 3 of their lives asleep and time is money ; his machine sends an encoded wavelength into the brain to rewrite the parts that handle sleep . Despite being disgusted that Morpheus deprive humans of genuine sleep , the Doctor expresses his delight at having even encountered such technology . However , once the Doctor is done getting his enthusiasm out , he reverts to his matter - of - fact self . The Doctor retorts " Congratulations , professor ; you ' ve conquered nature . But you ' ve also created an abomination . " Rasmussen stops the the film again , stating that the group went to find Deep - Ando despite his protests . In the corridors , the Doctor explains the creatures are made of dead blood cells , mucus and dead skin , basically eye mucus . A confused Clara wonders how that is possible . The Doctor tells her that Rasmussen is to blame , because the Morpheus pods hyper - evolved the eye mucus into a carnivorous life form . When Rasmussen calls it slander , the Doctor tells him to ask the crew . Clara wonders where they are , to which the Doctor says " in digestion " . The eye mucus consumed the crew when they used the pods , and then ate the rest once they finished . Nagata is confused as nothing like this has happened on Triton ; the Doctor explains that Rasmussen tried to enhance the process , but it backfired on him and created these monsters . As the Doctor and Nagata argue , Rasmussen demands to be saved since he ' s what ' s left of the crew . Clara then wonders how Rassmussen is still alive , when the rest of the crew got eaten ; he explains that he hid in a Morpheus pod because it would be the last place the creatures would think to look for him . At that moment , they are spotted by the creatures . The Doctor yells for everyone to run , and a chase begins through the station . Meanwhile , Deep - Ando comes across a bulkhead door and tries to get in , but the computer tells him that he has to " do the song " since it was reprogrammed after the Christmas Party and finds the song very amusing . Deep - Ando doesn ' t know what the song is , but the computer assumes that he ' s being silly . A group of the creatures that attacked the group begin to advance on Deep - Ando , who eventually sings the Morpheus jingle and is let in . Just when he thinks he ' s safe , however , he turns away from the window and sees the gaping maw of one of the creatures . Stopping the footage , Rasmussen informs us that Deep - Ando was the first member of the rescue team to die as they heard the scream , but they had their own problems . The footage resumes , showing the group running into the kitchen , with the monsters trying to get in . the grav - shields go out , causing the station to begin crashing into Neptune . The Doctor demands the plans for the station from Nagata , so he can reactivate the grav - shields . Nagata is not willing to , but the Doctor tells her he ' s in charge . Clara yells at her to listen , and the Doctor begins messing the systems with the sonic . Unfortunately , a creature swallows Rasmussen whole . Chopra and 474 escape from the room , as the Doctor manages to fix the shields . With the creature blocking the way he , Clara and Nagata are forced to hide in a nearby freezer , with the creature trying to get in . The Doctor shows them footage he ' s come across , noting it came from their helmet cams . Nagata notes that her crew don ' t have any . Elsewhere , a Morpheus pod is seen floating down the corridors , as a recorded voice says to keep away as there are hazardous materials in transit . Due to the turbulence of the reentry , some of the station ' s piping breaks and a fire starts in the corridors . Trapped , Chopra tells 474 that they won ' t be able to get away as the creatures close in . 474 tells Chopra she likes him and punches him in the face , knocking him out . Chopra awakens later , finding the creatures on the other side of the flames and 474 fatally burned . Rather than feel useless , 474 feels happy to have saved Chopra as she likes him ; as the creatures begin pushing through the fire , she tells him to go . Thanking 474 , Chopra rushes off . To buy Chopra time to get away , 474 goes into a kamikaze charge . Back in the freezer , the Doctor becomes annoyed as Clara dubs the creatures Sandmen ; he mumbles to himself that " it ' s the Silurian s all over again . " Clara wonders if he ' d prefer " Dustmen " , but the Doctor solemnly tells her that they ' ll go with her name . Realising something , the Doctor asks Nagata to repeat herself from a moment ago ; " we don ' t have helmet cams . " He tells them the Sandmen are blind and they can escape by letting them in and being quiet on the way out . They proceed to do so , with the Doctor informing them that they need to go to the engine room . Chopra heads back to the ship , locking himself inside to wait for the others , but the Sandmen ' s howling startles him . He then notices something shocking outside . Meanwhile , the Doctor leads Nagata and Clara back to the lab , where he uses his sonic sunglasses to hack into the footage already seen by the audience . He goes on to explain that there is all this footage , but none from Chopra ' s point of view ; adding onto this is Nagata mentioned that she and the others didn ' t have helmet cams . The projection then shows him in an infinite loop of the screens ; he explains they are now seeing things from Clara ' s point of view . He goes on to explain that anyone who used Morpheus is effectively a walking camera for the Sandmen , and the Sandmen ' s eyes are all over the station . Thus the paranoia . Clara begins worrying if she ' ll end up like the crew , consumed by her own eye mucus as it becomes a Sandman . However , the Doctor assures her that there is no chance of that happening , but he ' ll undo the Morpheus process on her and Nagata and then the rest of Neputune to ensure the extinction of the Sandmen . Clara questions who is recording all of this , to which the Doctor says they had better ask " him . " The trio head back to the ship , where the Doctor sees Rasmussen ' s beginning message on a monitor ; he realises Rasmussen ' s death was a trick to throw them off his trail . Entering from another room , Rasmussen explains that he thinks the Sandmen are better life forms , and that spare him to ensure they can get to Triton and feed on humanity . He then reveals that he has brought the first victim of the Morpheus machine , hoping it can spread and multiply once unleashed . He releases the King Sandman and traps them in the room with it . The Doctor plays a hologram of the Mr . Sandman song to distract the monster , allow Nagata and Clara to head to the door , which they manage to get open . Rasmussen begins fiddling with the controls to get the ship to leave , but is shot by Nagata to stop him . An annoyed Clara demands " Is that your answer to everything ! ? " Apparently , even in the future , the military answer to a problem is to shoot the source of it until it ' s no longer a problem . However , the Doctor soon directs them to leave and head to " alternative transport " down the hall . The Doctor and Clara begin running back to the TARDIS , with Nagata behind them . However , they are blocked by the Sandmen . The Doctor borrows Nagata ' s holographic interface and destroys the grav - shields , knowing that the Sandmen can ' t handle the rough reentry . However , even as they get into the TARDIS , the Doctor notices that none of these events make any sense " . " Rasmussen appears on screen again , during the reentry . He goes on to explain that the Morpheus process has been broadcast with this message , stating that he did warn whoever watched to have not done so . He rubs his eye , revealing that the Sandmen have been impersonating him ; in a deep voice , he invites the victims to join him and the other Sandmen before dissolving . Story notes . Critical reception . The episode has built a reputation among fans for being one of the weakest stories of all the revived series . Among critics , however , the episode was not considered to be as bad as the fans would have suggested . Critics applauded the ambition of the episode , but criticised the actual narrative . Tor . com wrote , ' The story contains ideas that are topical and fascinating , ' but ' it ' s too bad the episode doesn ' t engage more ( with these ideas ) . ' Kyle Anderson of Nerdist gave a negative review , stating the episode is ' plainly just a stupid episode that tries to be clever . ' Charlie Jane Anders of io9 generally liked the episode , but said ' I ' m nit sure it entirely gels . ' The episode has the lowest average rating for a revived episode on IMDb with a rating of 6 . 1 / 10 . Filming location . " to be added " Production errors . " to be added " Home video releases . DVD releases . " to be added " Blu - ray releases . " to be added "