The Almost People

It is the second episode of a two-part story written by Matthew Graham and directed by Julian Simpson which began with "The Rebel Flesh".

Following from "The Rebel Flesh", alien time traveller the Doctor (Matt Smith) and his companions Amy Pond (Karen Gillan) and Rory Williams (Arthur Darvill) are on an acid-pumping factory on a remote island in the 22nd century where the crew of the factory create "Gangers", the Flesh duplicates they control.

Ganger Jennifer leads Rory to a console, claiming it will restore power when instead it disables the cooling system for the acid, making it dangerously unstable.

They free the humans trapped in the acid storage room, and race off through the crypts below the monastery, chased by a savage Ganger Jennifer who has transformed herself into a monster.

Aboard the TARDIS, the Doctor indefinitely stabilises the Gangers' forms to ensure that they remain human permanently and offers Cleaves a cure for her blood clot.

Ganger Jimmy goes to meet Adam, and Cleaves and Dicken go to their headquarters where they plan to reveal the truth of the Flesh to humanity.

Back aboard the TARDIS, the Doctor admits his trip to the factory was planned: he wanted to investigate the Flesh in its raw form, as he has known for some time that Amy is a Ganger herself.

Amy wakes up pregnant in a pristine white tube, observed by the "Eye Patch Lady", and starts entering labour.

[1][2] Growing frustrated by the humans' distrust of him, the Doctor asks both Amy and Cleaves' Gangers to refer to him as "John Smith".

[3] Matthew Graham was originally scheduled to write a single episode for the previous series, but withdrew because he did not have enough time to finish the script.

[9][10][11] The Eye Patch Lady, who was later revealed to be named Madame Kovarian in the episode "A Good Man Goes To War", previously made brief appearances in "Day of the Moon",[9][12] "The Curse of the Black Spot",[10][13] and "The Rebel Flesh".

[1] The crypt where the acid container was held was filmed in the same set that had been previously used as the Oval Office in "The Impossible Astronaut"/"Day of the Moon.

Most of the shots showed either the character or their Ganger speaking over their counterpart's shoulder, as only the backs of the doubles' head were made to look similar to the actors.

[17] The monster Jennifer transforms into at the end was created with CGI and a photo of pop singer Madonna was used as reference, as in the image "here arms were...really sinewy, white, veiny, and fleshy".

[19] In the United States, BBC America delayed broadcast of this episode until 4 June, one week later than it was aired in the UK, due to expected low numbers of TV viewers during the Memorial Day weekend.

[25] Gavin Fuller of The Daily Telegraph described it as a "taut, claustrophobic, sci-fi thriller", and as an "impressive episode with its neatly realised psychological and body horror".

[26] Neela Debnath of The Independent particularly praised Smith, stating that he "excels in his acting, managing to be reassuring and threatening, hilarious and sinister all within the same few scenes".

[29] IGN's Matt Risely rated "The Almost People" 8 out of 10, noting that "As a traditional two-parter, Matthew Graham wrote a tight and coherent but not entirely scintillating script that managed to 'flesh' out the themes of morality and humanity with a couple of interesting touches".

[31] Digital Spy listed the cliffhanger among five best of Doctor Who since its revival in 2005, explaining, "it changes everything you thought you knew about the latest series, and it's damn creepy".

Jennifer's monster was inspired by this drawing from Alice's Adventures in Wonderland .