The Snowmen ( TV story ) The Snowmen was the 2012 " Doctor Who " Christmas special . Like the previous two specials , it took its name and some of its themes from a famous piece of winter - themed literature . Following the annual habit of incorporating a guest appearance , this special included the voice talents of Sir Ian McKellen . Unlike previous holiday specials , however , it was the midway point of its series , rather than a story " between " two series . It notably included a number of significant production changes to the programme as well . A brand new title sequence made by Peter Anderson Studio replaced the Framestore version that had been in place since " The Eleventh Hour " ( with modifications made by Peter Anderson Studio as of " Asylum of the Daleks " ) , and this change necessitated a new arrangement of the theme tune , which was done , like all previous official televised theme arrangements since 2005 , by series composer Murray Gold . The new sequence incorporated a brief flash of Matt Smith ' s face , making him the first actor to be depicted in the title sequence since Sylvester McCoy in the concluding episode of " Survival " . Furthermore , a new ( if narratively - unexplained ) console room made its debut . Two similarly ( for the time of the special ' s airing ) unexplained versions of Clara Oswin Oswald appeared in this episode . It also both re - introduced and showed the origins of the Great Intelligence , an enemy last seen in the series battling the Second Doctor in 1968 ' s " The Web of Fear " . It additionally featured the return of recurring characters Madame Vastra , Jenny Flint and Strax , previously introduced in " A Good Man Goes to War " . It further built upon aspects of these characters which had been explored between episodes . Strax is alive after being killed off , as established in the prequel WC : " " . Jenny ' s last name is also used , which had previously been used in an additional prequel minisode TV : " The Great Detective " . Synopsis . After losing Amy Pond and Rory Williams , the Eleventh Doctor has retire d to Victorian England , where Strax , Jenny Flint , and Vastra assist him . The Doctor eventually meets Clara Oswald , and takes a liking to the young barmaid who leads a double life as a governess . At the same time , a sinister plot is unfolding ; snowmen are randomly appearing around London , growing in size and power . All they need to take over the world is some human DNA in ice crystal form , and the frozen body of a drowned governess can give them just that . Plot . It is winter in 1842 . Children are playing outside . Standing away from the others is a little boy building a snowman . A woman asks him if he ' d like to play with the other children . He says that he doesn ' t need anyone else . The woman tells a man that he ' s always so alone , and that it ' s unhealthy . As they leave , he says that he doesn ' t want to talk to them because they are silly . To his surprise , the snowman he is building repeats this . He runs away as it tells him not to believe anyone else . He starts to walk back to it and it tells him that it can help him . He asks it how . Fifty years later , Walter Simeon is overseeing men as they carefully scrape snow from snowmen into glass jars . The jars are loaded into a carriage where they are driven to Walter Simeon ' s institute . Doctor Simeon carries one of the jars up to a large glass sphere filled with snow . He tells it that the last of the arrivals have been sampled . The same voice from the snowman speaks from within the sphere , saying the swarm is approaching , and that as human ity celebrates , it will end . It asks if the final piece is ready , and Doctor Simeon says it ' s in hand . The voice asks how he will keep his secrets from getting out of the men who helped him . Doctor Simeon says it ' s been taken care of . He says he promised to feed them . Back at the work site , one of the men says that he doesn ' t see any food . Doctor Simeon says he does , and as the men look around , the snowmen rise up . Simeon coldly says " I promised to feed you , but I didn ' t say who to . " At an inn called the Rose & Crown , a barmaid walks outside with a tray . She is surprised to see a snowman standing there that wasn ' t there before . She asks the Eleventh Doctor , who is walking past , if he built it . The Doctor says he didn ' t , and walks away , but stops when she tells him that it just appeared out of nowhere . He walks back and walks around the snowman , inspecting it . He says he wonders if the snow can remember how to build a snowman , which the maid thinks is silly . She makes the Doctor smile . He asks her what her name is . She says it is Clara , which he says is a nice name . He walks away , leaving her somewhat annoyed in the alley with the snowman . Clara sees the Doctor leave in a carriage and runs after it , managing to climb onto it . In the Doctor ' s carriage ( which is being driven by Strax ) , he talks to Vastra through a phone built into the roof . She insists that he should resume his previous life of investigating unusual and strange occurrences . Speaking in the third person , the Doctor tells Vastra that he is retire d . At that very moment , Clara opens a hatch on the roof and pops her head inside , shocking the Doctor . She asks " Doctor who ? " That same night , Vastra and Jenny confront Dr Simeon . Despite their attempts at getting him to reveal his plan , Simeon remains unfazed , even after unveiling Vastra and seeing her true face , commenting she may have been the inspiration for Sherlock Holmes and that they make an odd couple . Jenny defends herself and Vastra by saying that unlike them , Dr Simeon hasn ' t married . He scoffs at this and leaves , assured they cannot stop him . However , Vastra says that there is one person who can , making Simeon slightly uneasy . He quickly locks Clara in the carriage , infuriating her . As she yells to be let out , the Doctor examines the mysterious alien snow ; he asks Strax what he would look for next after finding something new in the world that he ' s never seen before . Strax answers " a grenade " , obviously not amusing the Doctor . He orders the Sontaran to get a memory worm to erase Clara ' s memory . They open the door of the carriage and explain to Clara that they ' ll be erasing her memory of them . Strax mistakenly calls Clara a male , which the Doctor cynically jokes is because Sontarans have trouble remembering there ' s more than one gender . Waiting , the Doctor sees Strax return without the worm , making him realise he forgot to wear the protective gauntlets ; it erased the last hour of Strax ' s memory . With the worm now under the carriage , the Doctor has Strax retrieve it . However , the Sontaran forgot to wear the gauntlets again and now thinks he ' s been run over . Highly amused , Clara passes the gauntlets to the Doctor , who shoves the memory worm into a jar . Clara questions him about the snowman ; one suddenly arises out of the snow . The Doctor asks Clara if she was thinking about it , which she admits to . Several more arise from the snow and begin snarling at them . The Doctor explains that the snow was sentient and mirroring the thoughts of people around it . The Doctor orders Clara to picture them melting . The Doctor explains he cannot erase her memory now as it would make her forget how to defend herself . He warns her to not follow , and forget him . The Doctor sends her away in Strax ' s carriage but Clara sneaks off without Strax . Following the Doctor , Clara sees him pull a ladder out of nowhere in the park and climb up it . After letting the Doctor get a few minutes ahead to avoid him noticing her , Clara mimics his actions and pulls the ladder down . She climbs up to a platform , which should be easily seen by people passing by ; she waves and says hello to people , but they don ' t notice her . She continues onward , climbing a hidden staircase in the sky reaching up into the clouds . Clara then sees the TARDIS . Clara knocks on the door and hides at the side of the TARDIS just as the Doctor pops his head out , saying , " Hello ? " As the Doctor follows the sides of the TARDIS , Clara sneaks down the stairs . The Doctor hears her footsteps . The Doctor picks up a piece of cloth that dropped from Clara ' s dress as she sneaks away which he then smells . He sees her running down the same staircase which led up to the cloud , but dismisses her , still determined to stay out of what is happening on Earth . The next day , Christmas Eve , Clara heads for her second job as governess to " Franny " and Digby Latimer , children to Captain Latimer , under the alias " Miss Montague " . Captain Latimer explains that he is having trouble connecting with his children and hopes Miss Montague can get through to them ; Franny also seems troubled . She greets them , and at their request , performs her " secret voice " ( which is her real one ) . The children express how much they like her over their last governess , who drowned in their pond last year . Dr Simeon pays an unexpected visit to the Latimer home , showing interest in the pond . This disturbs Clara , who thinks the Doctor may be of some use . Clara goes back to the park , but can ' t get the ladder down , forcing her to call up to the Doctor . Jenny , watching with other confused patrons , takes her to Madame Vastra . Clara is slightly disturbed at the sight of her , but remains calm . Vastra explains what she is drinking isn ' t red wine and that Clara had better be truthful . Jenny explains that Vastra will ask questions and Clara must answer them with one word only ; Vastra believes the truth can be said in one word while lies were a string of them . Though their meeting , Vastra tells Clara that the Doctor once saved many lives , but suffered a loss so great that it forced him to retire . She then says that she will give the Doctor a message , but just one word ; Clara thinks carefully about what one to say . In his darkened TARDIS , the Doctor is reading a book while wearing Amy ' s reading glasses . He receives a call from Vastra who explains Clara came to her and passed the " One Word Test " . Unamused , the Doctor asks why she ' s called , hearing that Clara has said the one word that could get the Doctor to come and save the world again ; " Pond " . The Doctor takes off his glasses and stares at them for a moment , finally deciding to investigate what was happening . Dressing in an outfit he previously wore in his fourth incarnation , the Doctor goes to Dr Simeon ' s institute , pretending to be Sherlock Holmes . Greeting Simeon , the Doctor uses his sonic screwdriver to lock the doors of Simeon ' s office to prevent interruption . After examining the large glass sphere and seeing a newspaper article about a governess who drowned in a pond , the Doctor realises why Clara used that word to warn him of the danger . Simeon ' s servants manage to break down the doors , distracting him long enough for the Doctor to discretely make his exit . The Doctor arrives at the Latimer home and examines the pond where the woman drowned . The Doctor claims he ' s not investigating , saying , " Who do you think I am ? " to which Strax replies , " Sherlock Holmes . " He sends the Sontaran away saying , " You ' re not clever , and you ' ve got tiny little legs , " just as he notices Clara waving at him through a window and decides to go and visit her . Clara is telling Franny and Digby a bed - time story about the Doctor , claiming that all he ever does , all day , is to keep children from having bad dreams . However , Franny pokes a hole in her story , saying that she ' s been having bad dreams about their previous governess . Clara quickly says that the Doctor has been on vacation , and has just got back . The door opens and she begins to introduce the Doctor only to see the reincarnation of the previous governess to the Latimer family ( created from her genetic sample ) , the Ice Governess . She attacks them , intending to discipline the children as she believes they have been very naughty . Clara quickly locks them in a playroom for safety . The Ice Governess breaks in and all seems lost until a puppet ( operated by the Doctor ) destroys her with the sonic . The Doctor notices a mirror which shows him that he ' s wearing a bow tie now , something he hasn ' t done in a while . Clara realises the temperature of the room has dropped , noting that , " It ' s cooler . " The Doctor thinks she is complimenting his bow tie , replying , " Bow ties " are " cool . " The Ice Governess begins to reform , so the Doctor , Clara and the children escape downstairs , meeting Captain Latimer . The Doctor hastily explains his presence in the house by claiming that he is Clara ' s " gentleman friend " and they had been upstairs kiss ing . Meanwhile , Dr Simeon arrives and activates a device outside the Latimer property , causing snow to fall on the frozen pond ; ice begins to accumulate in the middle . Vastra , Strax and Jenny arrive , trapping the Ice Governess behind a force field . Strax then says Captain Latimer ' s office is a strategic place to make their stand and everyone hurries inside . After explaining Simeon ' s plan , which is to use the Ice Governess as a template to evolve the snowmen into an army of ice for Simeon to conquer Earth with , the Doctor orders everyone to stay in Latimer ' s office . However , Clara disobeys and kiss es him in the hallway . After recovering from the surprise , he confronts Dr Simeon at the front door . Simeon warns the Doctor they have five minutes to give him the Ice Governess . The Doctor seizes an umbrella and used his sonic screwdriver to deactivate the force field that trapped the Ice Governess . He and Clara sprint up the stairs towards the roof . At one point , Clara grabs the Doctor ' s hand and takes the lead , which the Doctor is unused to since he is usually the one who does the hand grabbing . The Ice Governess follows . Clara quickly realises why the Doctor led them up to the roof and uses the umbrella he took from downstairs to pull down the ladder that led up to the spiral staircase ; the wind had moved the cloud the TARDIS was parked on . They run up the staircase with the Ice Governess in pursuit . The Doctor explains that they are drawing the Ice Governess away from the power that is constantly reviving her ; once far enough away , they can destroy the creature and lock her remains away in a container that the signal can ' t get through . After reaching the Doctor ' s cloud , the Doctor shows Clara the inside of the TARDIS , which has changed since Amy and Rory left . He expects Clara to say that it ' s bigger on the inside like everyone else , but instead she says , " It ' s smaller on the outside , " which the Doctor notes is a first . Clara then asked if there is a kitchen on board , mentioning that she likes making soufflé s , a remark which catches the Doctor ' s attention . The Doctor then gives Clara a key to the TARDIS , having decided to take her with him . However , just after taking the key , Clara is grabbed by the Ice Governess . Clara and the Ice Governess topple off the cloud on to the Latimer lawn below ; the Ice Governess is shattered , and Clara critically injured . The Doctor uses the TARDIS to get Clara ' s body into Latimer ' s office where Strax uses alien technology ( the same used to bring him back after the Battle of Demons Run ) to revive her . However , Clara ' s injuries are more fatal than Strax ' were , leaving her in a dying state . The Doctor asks Clara if she would travel with him and she agrees . He then storms out to face Simeon , and his snowmen , brandishing a box which he claims contains the Ice Governess ' shattered remains . He tells Simeon he ' d " see [ him ] at the office " , using the TARDIS to take himself and Vastra to Simeon ' s institute . Vastra wonders if the Doctor is making a bargain with the universe and the Doctor says that the Universe owes him for all the times he has saved it , hoping that if he saves the world , the universe will allow Clara to live . The Doctor and Vastra meet Simeon in his office and the Doctor reveals that the giant snow globe is actually a reflection of Simeon himself . Simeon explains that the snow had spoken to him as a child when he was building a snowman , and the Doctor informs him that he had accidentally started putting all of his deepest , darkest thoughts and feelings into the snow , making it as intelligent as it was fifty years later . Although Simeon is shocked to learn that " he " was the reason the snow globe was sentient , this doesn ' t stop him from attempting to continue his plan . He grabs the box containing the Ice Governess remains from the Doctor . When he opens it , however , he finds the memory worm instead . It bites him , erasing all the memories of his adult life . However , the snow globe explains that the plan will still go through ; the Doctor is now perplexed as to how this can be as it is a reflection of Simeon ' s dark side . The snow globe explains that the " dream had outlived the dreamer " , zapping Simeon with electricity . Without the memories the worm erased , there was plenty of room for the entity ; Simeon is now " its " puppet , rather than the other way around . After hurling Vastra aside , the possessed Simeon attacks the Doctor but then pulls back in apparent pain as the snow in the globe turns to rain . Simeon perishes as the entity is defeated , and the Doctor says that all the snow at the Latimer house was mirroring the grief of the Latimers as Clara drew closer to death . Rushing back to the house , the Doctor learns that Clara won ' t make it and that she has moments only . He spends Clara ' s last moments with her , then she passes away , which completely devastates the Doctor . Before she passes away however , Clara murmurs words that another version of her had said once before : " Run you clever boy . And remember . " Now back in his state of grief and self - loathing , the Doctor attends Clara ' s funeral . Vastra hands the Doctor a card for Simeon ' s institute , which reveals the entity was the Great Intelligence . However , while the name rings a bell , the Doctor has trouble remembering when he met it before . He then goes to Clara ' s grave . He is stunned when he reads her full name . . . Clara Oswin Oswald . The Doctor remembers that name from the woman he had met in the Dalek Asylum , who went by the name Oswin Oswald and also enjoyed making soufflés ( having not noticed the connection before since he never saw her human face ) . This leaves the Doctor greatly confused ; someone has died twice in completely different lives in time and space . Elated , he realises that there is another version of his new companion and that there is a chance of meeting her again . Eager at solving the mystery of the woman who has died twice and reuniting with Clara , the overjoyed Doctor runs off . Jenny wonders why the Doctor is suddenly so happy . Vastra remarks that " maybe the universe does make bargains after all . " Decades later , the cemetery has long ago ceased to be maintained . Tall weeds have taken over , and many of the gravestones are neglected ; Clara ' s remains legible but is well - worn . Another Clara , identical in appearance to Clara Oswald and Oswin Oswald , walks through the brush ahead of her friend . As she nears Clara Oswald ' s gravestone , her friend begs her to leave because she thinks the graveyard is creepy . Standing above her doppelgänger ' s corpse , Clara confidently dismisses her friend ' s phobia , asserting , " I don ' t believe in ghosts . " Back in the TARDIS , the Doctor is now hell - bent on finding Clara and making her his new companion . Flipping switches on the console , the Doctor yells , " Clara ! Oswin ! Oswald ! " and pulls up a picture of Clara from 1892 on the TARDIS scanner . Then he exclaims , " Watch me run ! "