The Zygon Inversion ( TV story ) This episode saw the Twelfth Doctor describe the immense pain he felt while fighting in the Time War in an emotional and angry speech for the first time since his predecessor discovered that the War Doctor had not destroyed Gallifrey in " The Day of the Doctor " . It also revealed that there are two Osgood Box es , and their design is based on that of the Moment ; this symbolises how the Doctor nearly destroyed his entire race with a box in " The Day of the Doctor " , just as Kate and Bonnie were about to destroy theirs . It did not elaborate if the human Osgood or Zygon double was still alive , instead having Bonnie fill the vacancy in the form of a replacement double for the one of the two who had been killed by in " Death in Heaven " . Osgood explains that she can be either version ; Zygons don ' t need the person that they copy if their memories are unneeded . In a behind the scenes extra , Ingrid Oliver , who played Osgood , has chosen which of the original Osgood duo is left ; she keeps which one she picked a secret . It also saw a new way of Zygon - transformation for the first time , showing the immense pain of a lengthy forced transformation from human - form into Zygon - form . This episode also deals with the concept of war , and the consequences of it . As the Doctor points out , no matter how many lives are lost or what destruction ensues , it always boils down to both sides sitting down for negotiation . Synopsis . With the splinter group of Zygon s now ahead of the Doctor , there is only one thing standing in their way of obliterating the human race and taking the Earth for themselves : a moral dilemma ! Is Bonnie willing to compromise the peace already in place , just for the sake of Zygons not needing to hide , even if it means making enemies not only of humanity , but of her own race ? Plot . Clara awakens in her apartment , deciding to get ready for the day ; however , when she tries to brush her teeth , she finds black gunk coming out of the toothpaste tube . Tossing it aside , Clara soon hears Bonnie ' s voice taunting the Doctor , finding her living room television filled with static . She quickly checks a magazine , finding it filled with gibberish , except for the words she hears Bonnie speaking ; she ' s dreaming . Running through her apartment , Clara finds walls blocking her door and windows . In the real world , Clara spasms as if trying to wake up . Grabbing a remote , Clara manages to have her television show her what Bonnie is looking at ; Bonnie has Boat One in the cross - hairs of a bazooka . Realising the Doctor is in danger , Clara knocks her television over . As a result , Bonnie ' s arms fly to her left the moment she fires the rocket , changing its trajectory . It flies just past Boat One , with the Doctor and Osgood noting that she missed them . Bonnie passes this off as a spasm , reloading her bazooka . Seeing that Bonnie is targeting the Doctor again , Clara tries to toss the television aside again , but finds it stuck . Frantically thinking , Clara tries using her link with Bonnie to force her to hold off on firing another shot . Finding herself losing , Clara bites her finger , hoping to stop Bonnie ; however , the Zygon gets her shot off and blows up Boat One successfully this time . Bonnie smiles at the smouldering remains of the plane falling through the sky . Later , members of Truth or Consequences have murdered more humans in London , and covered the area with their symbol as a message . Returning to their human forms , most lounge around the area while one in the form of sanitation engineer sweeps up the remains of their victims . A man , Etoine , is running in fear with his shopping bags ; he trips , losing his shopping . Fearful of what ' s behind him , he leaves the bags behind and runs into the nearby apartment complex . Moments later , Bonnie approaches calmly , with a smile on her face . Etoine gets to his home and locks the door ; hearing a knocking , he looks out to see Bonnie . He runs further inside , as Bonnie forces the door open ; she corners him in his living room . It turns out that Etoine is a Zygon . Bonnie tells him that the humans will never accept them for who they really are , and that he will be the first to make them see . Despite his pleas to leave him alone , Bonnie zaps his head , prompting Etoine to flee . She follows with a dark smile on her face . Outside , Etoine asks his fellow Zygons to help him maintain his disguise , but they ignore him because they work for Bonnie . Unable to keep his human form , Etoine completely reverts back to Zygon form ; hoping to avoid causing a panic , he runs into the nearest building . Unknown to Etoine , Bonnie was merely using him as a pawn ; she recorded his transformation . She posts it on the internet to spread panic and paranoia among the humans , hoping to force the rest of the Zygons to join the splinter group . With this task done , Bonnie informs Truth or Consequences that she is heading to the UNIT HQ to retrieve the Osgood Box to ignite a war . At the same time , Clara reviews Bonnie ' s memory of seeing Boat One explode . She pauses it and looks closer at the scene . Two dots are seen falling away the moment the plane exploded ; she smiles , realising that the Doctor parachuted away from the plane right as it blew up . On a beach , Osgood frees herself from her chute and notices her glasses are broken . The Doctor asks her if she has any question , to which she asks about the Union Jack on his chute ; he responds that it ' s camoufluge for being in Brittan . He offers Osgood his sonic sunglasses in the meantime , telling her not to look at his user history ; she finds the idea of sonic eye - wear silly . She then catches him talking nonsense to distract her , one of his best known traits . Osgood then tells him that Bonnie made the mistake of giving him a chance ; if she wanted to takeover Earth , she would kill him outright with a bullet between the eyes for each regeneration and not let him talk . The Doctor notes how oddly prepared Osgood is for that scenario ; she tells him it ' s because she ' s such a big fan . As the Doctor and Osgood trek on , she notes that it ' s rather odd that Bonnie didn ' t blow them up with her big bazooka . However , the Doctor retorts " this is us blown up by a big bazooka " . Osgood explains that if Bonnie had Clara ' s memories , she would know better than to give him a chance as that will come back to haunt her . Realising the Doctor has gone silent because she ' s mentioned Clara , Osgood asks how he ' s feeling ; the Doctor says he ' s still in his " hope phase " . When Osgood asks him how that is , he tells her it ' s Hell and to change the subject . Elsewhere , Bonnie is walking through the streets . Unknown to her , Clara uses their link to manipulate her right hand ; Clara is using her phone to text . The Doctor gets the text , which says " I ' m awake . ' Wondering if it means a political awakening , he becomes confused as to why the Zygon is sending him propaganda if it thinks it blew him up . However , Osgood tells him that it came from Clara , telling the Doctor that she ' s fighting back . She asks how his hope phase is , to which the Doctor says is worse than ever . Smiling , Osgood tells him that they have a game now . Bonnie enters the UNIT base and opens a safe behind the portrait of the Doctor ' s original incarnation . She finds a laptop inside and turns it on . A message from the two Osgoods plays , explaining that if they were captured and interrogated , they gave up the location of this laptop . However , the Osgood Box is not there ; they firmly explain that it ' s the truth and further looking would be a waste of time . They smile , asking the watcher if they ' ve figured out why it ' s called an Osgood Box . Seething with anger , Bonnie snarls and tosses the laptop to the ground , stomping on the worthless device until it ' s in small pieces . Back on the beach , the Doctor and Osgood see a police car . Racing up to it , the Doctor passes himself off as " Dr John Disco " , telling the officers that his plane blew up , but there ' s nothing to worry about . However , the officers don ' t appear that surprised by what he ' s telling them . Worrying that they may be Zygons from the splinter group Truth or Consequences , the Doctor and Osgood begin walking away . However , another pair of officers begin approaching from where they came from . Osgood video calls Clara ' s phone , surprising Bonnie that they ' re still alive . Taking the phone , the Doctor asks what the plan is , only for Bonnie to say she doesn ' t have one ; he tells " you don ' t invade a planet without a plan ; that ' s why they ' re called planets , to remind you to plan it . " Bonnie asks him where the Osgood box is , winking due to Clara trying to signal the Doctor . Thinking the Zygon is flirting with him , he states " I ' m old enough to be your messiah " . However , Bonnie insists that she isn ' t winking ; realising it ' s Clara , the Doctor tells Osgood to use the sonic sunglasses to break into a nearby van . As Clara wouldn ' t know morse code , the Doctor learns from her winks ( which stand for " yes " ) that her pod is in London ; he then tells Clara not to let the Zygon know what ' s in her mind . Boarding the van , he is told by Osgood that obviously Bonnie heard that ; he smiles , knowing that - " The mind of Clara Oswald ; she ' ll never find her way out . " At the Zygon nest , Bonnie approaches the pod holding Clara and telepathically talks to her ; Bonnie appears on the TV screen in Clara ' s dream . Clara uses the link to force Bonnie back to Zygon form briefly . However , upon saying she ' s a great liar , Clara is shocked by the news that Bonnie shares her pulse and will be monitoring it to make sure she ' s telling the truth . Bonnie interrogates her , learning that the Osgood Box is at the Black Archive under the Tower of London , and that Clara does has access . Bonnie is then surprised to learn Clara can ' t " give " her the access , because she already has it ; she has Clara ' s boydprint , so she automatically has access . However , Clara taunts Bonnie , saying that even though she ' s given this information , the Zygon will still need her . " Kate " arrives , explaining that the Doctor is on his way ; Bonnie orders that he be copied , if possible , but disposed . Seeing the video Bonnie posted on the Internet , the Doctor and Osgood head to find the Zygon she attacked in the south London shopping centre the Fleet Estate Centre . Exiting the van , the Doctor declares that London is a cradle of culture - " what a dump . " Osgood counters the Doctor ' s comment by noting that he ' s spent a lot of time here for not liking the place . The Doctor points out that he also spends a lot of time almost getting killed ; that doesn ' t mean he has to like the experience . Entering the Centre , they find several piles of dead people . The Doctor asks Osgood for her first name , but she asks for his ; going with " Basil " , the Doctor learns her full name is Petronella Osgood . Not liking it , he tells her they should stick to what they had . They see Etonie and run after him . Cornered , Etoine explains he was just defending himself . Having trouble keeping his human form due to the zap Bonnie gave him , he says he didn ' t want to be a part of their war . They try offering help ; however , he thinks they may be more of Bonnie ' s stooges . Not wanting to live under the rule of Truth or Consequences , Etoine kills himself out of fear . Kate arrives with two guards , telling the Doctor and Osgood that she knows where the nest is ; it ' s also where Clara ' s pod is . The Doctor is elated by the news , telling Kate to lead the way . At the Black Archive , Bonnie skips to the storage room . Smiling , she tells Clara it ' s so much fun being her , as she just got waged through for simply looking like Clara Oswald . Behind her , two disguised Zygons are wheeling Clara ' s pod after Bonnie ; they likely passed it off as material for storage there . At the Zygon nest , Kate attempts to show the Doctor where Clara ' s pod is , only to find it missing . However , the Doctor then realises that he just walked into a trap ; the guards turn back into Zygon form . Bonnie calls to gloat , but soon finds out why the device is called the " Osgood " Box - there ' s two of them . Bonnie has Clara awakened , but learns she doesn ' t know which of the boxes is the right one ; Clara points out that Bonnie should have already known this because their minds are linked . With Clara threatened , the Doctor is forced to tell Bonnie that the red one will revert the Zygons to normal , while the blue one kills them . However , much to Bonnie increasing anger , there are two buttons in both boxes , and the each say Truth and Consequences . " Operation Double , two Osgoods ; what did you expect ? " the Doctor laughs . He refuses to tell which button does which , making Bonnie order his execution . However , Kate shoots the Zygons instead . A surprised Doctor asks who she is , to which Kate says " I ' m me " . When the Zygon attacked her back in New Mexico , Kate emptied her gun into it and took its place to get close to Bonnie . Kate apologises to the Doctor , knowing he isn ' t a fan of killing , but would approve of it if done in self - defence . She then smashes the communicator , asking who Osgood is ; Osgood states she is herself . Kate then wonders if that means she ' s human or Zygon ; however , Osgood firmly tells her that she is Osgood and no - one else . The Doctor tells them they need to get to the Black Archive . At the Black Archive , Bonnie is left to wonder which box to use . Clara tells her that she can ' t win ; however , Bonnie voices the fact that she doesn ' t care . The Doctor , Osgood and Kate arrive , with the Doctor asking to be let to take the boxes away ; without them to cause any more senseless slaughter , they can move on to forgiving and forgetting about Truth or Consequences ' attempt to break the ceasefire . However , Bonnie is defensive , believing that she won ' t be forgiven for all the deaths she caused . Kate goes over to the red box , ready to use it to defend the human race , while Bonnie goes to the blue one , ready to liberate the Zygons . The Doctor tells them Bonnie ' s box will either cause the Zygons to revert to their true forms for an hour or cancels their ability to change form , thus making them human for good ; Kate ' s box will either release " imbecile ' s gas " ( a gas poisonous to Zygons created by Harry Sullivan ) into the atmosphere or detonate the nuclear warhead beneath the Black Archive , destroying London . " " There are safeguards beyond safeguards . I did this on a very important day for me . This ceasefire WILL stand . " " the Doctor declares to both Kate and Bonnie . The Doctor asks Bonnie what it actually is that she wants , to which she answers : war . He then asks her to paint a picture of what the future will be like ; will there be music , jobs , etc ? As she can ' t give an answer , the Doctor scolds her , telling Bonnie that she ' s like every other tantruming child ; she doesn ' t actually know what she wants . He further asks what will Bonnie do once everything is right and just , with all " the bad guys " gone , what will protect her " glorious revolution " from the next , because there will still be rebel s in any species . When Bonnie says that they will continue to win , the Doctor says that they might , but NOBODY wins for long . With both Kate and Bonnie willing to press their buttons on the gamble of a 50 - 50 chance , the Doctor can ' t resist making fun of the situation like a game show announcer ; he then snaps at them , yelling that isn ' t a game , but a scale model of every single war in the universe ' s history . The Doctor continues , saying no matter how right you feel at the beginning , you don ' t know who ' s going to die , whose families are going to be torn apart , whose lives are ruined forever . This situation right now in the Black Archive is what it every single war always boils down to : " " Sit down and talk ! " " Bonnie accuses the Doctor of setting up the entire problem ; however , he retorts that it ' s HER fault because she caused this rebellion . They then get into an argument about what ' s fair ; the Doctor tells her that unfairness it ' s a part of life . However , Bonnie still refuses to stand down , claiming that she will be punished for her revolution . The Doctor chides her , comparing her to a child thinking that they ' re unforgivable . He then tells her something that she didn ' t foresee ; HE forgive s her , after all the horrible things that the splinter group has done . He goes on to explain that the only way to break the senseless cycle of cruelty and hatred is having the ability to forgive others for their mistakes . When Bonnie says the Doctor could never understand her situation , the Doctor is incredulous , he tells her that this little squabble isn ' t a war ; he fought in a bigger war than she will ever know . Growing more angry and traumatised as he remembers , the Doctor tells her that he did more horrible things that she can imagine and when he closes his eyes , he can still hear the countless screaming of the victims . Clara closes her eyes in response , having seen the Time War herself and knowing of the true horror the Doctor ' s seen . He tells Bonnie that what you do with this pain is to hold it tight until it burns your hands , and say : " " No - one else will ever have to live like this . No - one else will ever have to feel this pain . " " The Doctor smiles , knowing he ' s persuaded Bonnie ; when asked how he knows , the Doctor tells her that she has the disadvantage of having Clara ' s face and the Doctor knows when he ' s won her over . Bonnie then asks him if the boxes are empty ; he confirms this , telling her that she only figured this out by starting to think like him - " it ' s hell , isn ' t it ? " However , Kate is less than amused ; they know the boxes are empty now , so this can ' t work twice . Telling Kate that she ' s said that 15 times , the Doctor wipes her memory with the device in the ceiling ; Bonnie ' s guards also had the memories wiped . In short , Bonnie was not persuaded 15 times , so the Doctor kept erasing everyone memories to get a good result . Closing her box , Bonnie asks why her memory was spared ; Osgood tells Bonnie that it ' s because she part of their team now . Bonnie asks how the Doctor knew she would side with him . He tells her it ' s the same thing that happened to him ; he let Clara Oswald get into his head . The Doctor explains that he once planned to use a similar box to bring an end to a terrible war , because he thought it was the only way . However , thanks to Clara , he was able to come up with a better solution . Bonnie looks at Clara with a smile . The Doctor smiles at Bonnie , telling her that once Clara gets in your head , " she never leaves . " Bonnie returns to her nest , telling her comrades the revolution is over and that they ' re safe . She then abandons Clara ' s form , returning to her true Zygon self . Outside the nest , the Doctor asks Osgood to travel with him ; however , she turns him down , saying that she needs to be around to make the " Nightmare Scenario " work out like this again . Per the Doctor ' s request , Clara hugs Osgood on his behalf . However , the Doctor is left bewildered that Osgood never thought of what the TARDIS stood for ; he tells her it stands for " Totally And Radically Driving In Space " . Clara boards the TARDIS , waiting for the Doctor to take her on another adventure . The Doctor tells Osgood that he needs to know which she is : human or Zygon ? Osgood smiles , telling him that she will answer that one day . To the Doctor ' s shock , another Osgood walks up , telling him that the day will be when the answer doesn ' t matter . The two of them explain that it wouldn ' t be okay to use Clara ' s face when there ' s a vacancy for an Osgood . Both of them say that it doesn ' t matter which is Osgood and which is Bonnie , only that Osgood lives . " You ' re a credit to your species , Petronella Osgood . " the Doctor tells them . However , the Osgoods correct him , stating they are a credit to both species . Smiling , he turns to the TARDIS , but turns back ; the Doctor states he ' s a fan of their work . Back in the TARDIS , Clara asks the Doctor if he thought she was dead for a while . Solemnly , the Doctor states " Longest month of my life " . Clara laughs , saying it could have only been for a few minutes . Pulling a lever , the Doctor tells Clara to let him be the judge of time . After the TARDIS departs , both Osgoods decide to get ice cream before heading back to work . Story notes . Filming location . Maelfa Shopping Centre , Llanedeyrn , Cardiff " to be added " Home video releases . DVD releases . " to be added " Blu - ray releases . " to be added "