
DOCTOR WHO
EMPIRE OF DEATH
THE CHANGING FACE OF DOCTOR WHO
The cover illustration of this book portrays the Fifteenth doctor who










































THE CHANGING FACE OF DOCTOR WHO
The cover illustration of this book portrays the Fifteenth doctor who
Based on the BBC television adventures
e Legend of Ruby Sunday and Empire of Death
by Russell T Davies
SCOTT HANDCOCK
UK | USA | Canada | Ireland | Australia India | New Zealand | South Africa
BBC Books is part of the Penguin Random House group of companies whose addresses can be found at global.penguinrandomhouse.com
Penguin Random House UK One Embassy Gardens, 8 Viaduct Gardens, London SW11 7BW penguin.co.uk global.penguinrandomhouse.com
First published by BBC Books in 2025
Original script copyright © Russell T Davies 2024
Novelisation copyright © Scott Handcock 2025 The moral right of the author has been asserted.
No part of this book may be used or reproduced in any manner for the purpose of training artificial intelligence technologies or systems. In accordance with Article 4(3) of the DSM Directive 2019/790, Penguin Random House expressly reserves this work from the text and data mining exception.
Doctor Who is produced in Wales by Bad Wolf with BBC Studios Productions. Executive Producers: Jane Tranter, Julie Gardner, Joel Collins, Phil Collinson and Russell T Davies
Editorial Director: Albert DePetrillo
Project Editor: Steve Cole
Cover Design: Two Associates
Cover illustration: Dan Liles
Typeset by Rocket Editorial Ltd
Printed and bound in Great Britain by Clays Ltd, Elcograf S.p.A.
The authorised representative in the EEA is Penguin Random House Ireland, Morrison Chambers, 32 Nassau Street, Dublin D02 YH 68
A CIP catalogue record for this book is available from the British Library ISBN 9781785949531
Penguin Random House is committed to a sustainable future for our business, our readers and our planet. This book is made from Forest Stewardship Council® certified paper.
The end began on a sunny day in a park in Pennsylvania. On the horizon, Ruby Sunday could just about make out the redbrick outline of Lincoln University. It occurred to her in that moment that she’d never had much chance to travel the world before meeting the Doctor. She’d always hoped to visit America – her friend Trudy was always suggesting a long weekend in New York – and now here she was, on a bench, in a colourful rayon dress and peep-toe shoes, watching the world go by … in 1946. She never got bored of that: arriving in a different place at a different time. Sometimes she had to remind herself how it had felt when she’d first met the Doctor. He’d literally swept her off her feet (or rather, some
Goblins had), rescued her with a pair of intelligent gloves, gone back in time to save her whole life on the day she was born, then whisked her away to prehistoric Wyoming in his TARDIS: a sophisticated space-time machine from a long-lost civilisation, which looked like a police box and was somehow bigger on the inside than it was on the outside. (Ruby never quite understood how that worked, but what did that matter? She was too busy enjoying the ride.)
Not that this was a holiday, of course.
The Doctor meant business.
Ever since their departure from Finetime, something had troubled him, something bigger than just that planet and its disturbing inhabitants. It concerned somebody they’d seen there, glimpsed on a screen.
Her name was Penny Pepper-Bean. She’d looked familiar, and with good reason.
Wherever they went, whatever the period, they’d see the same cheerful older woman clear across the universe. Her identity changed, and her species might alter, but the face was always identical.
Sometimes she’d appear to them in person; other times she was just an image, barely noticed. But she was always present somewhere, simply existing. But who was she? And why did she keep on appearing?
Enough was enough, the Doctor decided.
He selected a location at random – an ordinary day in the 1940s, an ordinary place – and changed into a burgundy zoot suit. Then he sat on a park bench with Ruby, quietly spying, until a figure in the distance caught his attention.
It was a man, middle-aged and smartly dressed in a suit and tie, on his way to meet a friend.
‘That’s Paul Robeson,’ whispered the Doctor, pointing the stranger out to Ruby.
‘The singer?’ she asked.
The Doctor nodded. ‘Singer and actor. First African American to play Othello on Broadway. Footballer! And activist. Right now, in 1946, he is fighting the fight, with the help of his good friend …’
Ruby followed the Doctor’s gaze, watching as Paul Robeson approached an older man in his sixties, wearing a conservative grey suit, but with an explosion of thick white hair and matching moustache. To Ruby, this other man looked almost like …
‘Albert Einstein,’ the Doctor confirmed.
‘Say that again,’ said Ruby. ‘That’s really him?!’
The two men greeted each other warmly, shaking hands before sitting down.
‘They’re good mates!’ The Doctor’s smile faltered at a chirrup from the sonic screwdriver. ‘The point is …’ He turned his head to follow the signal. ‘Her.’
The Doctor pointed out a nanny pushing a pram. Almost every part of her body was concealed, dressed as she was in a thick black coat, matching hat and white linen gloves. But her face was unmistakable all the same.
‘Everywhere we go, the same woman. Everywhere in time and space.’ The Doctor discreetly scanned the nanny as she passed. ‘And right now … she’s human.’
Half an hour later, Ruby and the Doctor sat in a diner on the planet Sloog, trying to get the attention of one of the servers.
It was clearly a popular time of day, heaving with groups of teenage Sloogma, all chatting noisily. Their cerulean skin seemed to shimmer, and tiny horns protruded through their bright-coloured hair. Ruby tried not to stare as she drank more of her fruity skaloo (whatever that was).
‘Hiden-ho!’ interrupted their waitress with an effortless smile. ‘Hope you’re enjoying your tasty bobdogs. We’ve got pop-new shakenmakers in boozleberry flavours, only 50-hoffen-pee!’
‘Thankle-dankle you,’ replied the Doctor, ‘but we’re boofy! Have a nicely daydle-doo.’
‘And a boofy baloo to you too!’
The Doctor eyed the waitress as she departed, watching as she repeated her well-rehearsed patter to
the following table. Despite the blue skin and horns, this Sloogma server bore an uncanny resemblance to the woman who’d been shadowing them throughout history. He took the sonic from his pocket and scanned her.
‘Well?’ asked Ruby, expectantly.
‘One hundred per cent Sloogma,’ he answered.
When Ruby next stepped out from the TARDIS, it was onto the bleak and rocky outcrop of a distinctly alien world: a world populated by shadow. What few stars there were glimmered distantly, scattered across a murky monochrome sky, their light cold and inhospitable.
The Doctor followed, handing her an atmospheric density jacket and taking in the view. Across the planet’s peculiar glassy surface, strange crags rose and fell between wide craters and rocky needles. The whole world was shrouded in silence, barely even a wind. Despite this desolation, Ruby was awestruck.
‘A planet with zero humanoid life forms,’ the Doctor declared, gesturing to a herd of insect-like creatures chittering past them.
They looked like ants, considered Ruby. Giant, bipedal ants! They galloped down into the valley below to join hundreds of similar creatures – a colony – before clustering together as one.
Ruby watched in fascination as the insects started to jostle, chirruping and chattering excitedly.
Without saying a word, the Doctor pointed out a crag directly opposite them. On the far side of the valley, high above the colony of insects, there stood a gleaming crimson rocket … and next to the gleaming crimson rocket, there stood a woman.
Reverently, this woman removed the helmet from her spacesuit, placing it under one arm. The Doctor and Ruby recognised her in an instant.
Then this woman who seemed to turn up everywhere took a deep breath – the deepest that this planet’s atmosphere would allow – and smiled down upon the swarm.
‘I bring greetings to the Zarbi of Vortis!’ the astronaut roared. ‘Greetings from the Earth Imperium of the Emperor Horatio!’
The Doctor had seen enough.
When Ruby returned to the control room, the Doctor had changed. Now he wore a black leather jacket over a simple white tee, and an expression of ferocious concentration. As he plugged the sonic into one of the console’s many panels, the ship groaned in apparent protest. It was a sound they’d heard increasingly on their travels … but that was a problem for later. One thing at a time.
Spinning round, the Doctor gestured to a pair of large, interconnected roundels – the TARDIS scanner screen – which had started to process images of the mysterious woman. (Or should that be women?) All the Doctor knew for certain was:
‘She’s not a fake. She’s not a robot or a hologram. She’s real.’
Ruby studied the scanner as it flitted through what seemed like hundreds of different faces. Some she recognised, others she didn’t, but all of them were human or humanoid. She checked the data readout for each image.
A woman in hiking gear near Glyngatwyg …
Another in a stola not far from Vesuvius …
A Cleric at the crash of the Byzantium …
A member of staff from Tranquil Repose …
Then a woman with a long golden mane and scales on the planet Lakertya …
Another with jagged teeth and a face of tattoos on Malcassairo …
Then more variations: cybernetic implants; an eyepatch and tally marks on her skin; horns and feathers; a mask made from bone.
‘I don’t get it. Is she following us,’ Ruby asked, ‘or are we following her?’
Another iteration appeared, the host of Bear with Me, a Game Station favourite.
The Doctor turned back to the console. ‘I think it’s time,’ he replied, ‘to find out!’
The Doctor set the space-time coordinates for Ruby’s home – London, 2024 – and excitedly slammed the controls. He’d left his home planet searching for answers so many lifetimes ago and, while he hated the sense of not-knowing, it still thrilled him to realise that there was so much left to discover.
Now, with his best friend in all the cosmos by his side, they had a proper mission together. He smiled at her in that moment, and she beamed right back at him, neither one of them aware of just how much their friendship was going to change that day.
Because all good things …
People heard it before they saw it: a sonic boom, high above the city of London, announcing the arrival of the TARDIS. It crashed out of the space-time vortex, spiralling through the skies of twenty-first-century Earth, heading towards a tall, imposing skyscraper.
This was the UNIT Tower, home to the Unified Intelligence Taskforce.
For decades, UNIT had been charged with protecting the human race from new and unusual menaces to mankind – traditionally, extraterrestrial invasions. Recently, however, their remit had shifted to encompass supernatural and Fortean phenomena. Science drove the organisation forward, absolutely, and yet …
There were some things in life that even the most sophisticated scientific advances still couldn’t explain. Not that this stopped UNIT from trying.
In the Tower’s impressive Operations Room, Kate Lethbridge-Stewart stood alert, surveying her team. Her father, Alistair Lethbridge-Stewart (still fondly referred to by many as ‘the Brigadier’), had played a fundamental role in establishing UNIT. At one stage, Kate had dropped the ‘Lethbridge’ from her surname, concerned about suggestions of nepotism. In recent years, however, she had grown to appreciate the power of the Lethbridge-Stewart legacy and couldn’t be more proud of that connection with her father.
Of course, when the Brigadier was in charge, UNIT was a classified organisation, keeping a distance from the peoples it protected; whereas now, with Kate as their leader, UNIT was acknowledged publicly, out in the open. They had nothing to hide, after all.
The UNIT Tower housed a world of offices and laboratories, hospitality suites and cells – a far cry from the country house estates that the Brigadier had once been accustomed to – while the Ops Room at its summit served as the heart of their operation. Here, Kate was supported by her most trusted members of staff, with access to the most sophisticated technology on Earth (and sometimes beyond).
The room itself was large and sleek – its walls curving up to form a tall, arched ceiling above them. Towards the rear, a heavy industrial airlock led out to a helipad, flanked by two emergency exits and a winding outer walkway that curved all the way round the room for ease of access; a central ramp led down to the front of the chamber, boasting workstations either side for UNIT’s key operatives. On all sides, vast electronic screens, mounted on the walls above a line of louvred windows, displayed an array of constantly updating intelligence from all over the world.
Kate allowed herself a smile. It pleased her to think just how far UNIT had come, and how much further it had developed under her command. UNIT was in her blood and yet, looking at the incredible team around her, she knew it would survive long into the future. For as long as the planet needed them, UNIT would be there. Something suddenly interrupted her contemplation: a loud insistent siren, one that Kate recognised instantly. It was linked to the space-time telegraph, a gadget gifted by the Doctor to be used in the event of emergencies … and that signal warned them all now that the TARDIS was incoming.
Kate strode down the central aisle, instructing her team. ‘Gold protocols, everyone! We have the Doctor approaching. Positions!’ She clapped her hands and called across to a chrome-plated robot, stationed in its
own special alcove at the front of the room. ‘Helipad doors to open!’
Obediently the robot, known as the Vlinx, complied. ‘++ TARDIS +++ VECTOR 1 +’ it announced.
Kate stepped to one side as she heard the colossal airlock door grind open behind her. Two soldiers standing sentinel backed away, making room for the TARDIS. It careered through the clouds towards the helipad, smacking against the floor in a rash of hot sparks. Barely slowing down, the TARDIS scorched across the platform, spinning and twisting, almost smashing into the airlock door as it screeched its way through.
Kate’s right-hand man, Colonel Ibrahim, saluted the speeding police box as if it was the most ordinary thing in the world. It skidded past him down the ramp to the end of the Ops Room, halting only when it thundered into a wall. The TARDIS then rocked a few times before settling, and the alert gave way to silence.
‘Doctor on the bridge,’ announced Ibrahim proudly. Everyone watched the police box expectantly. Then the doors were thrown open wide to reveal the Doctor, grinning at the room full of friends.
‘Give me the loving!’ he cheered.
Ruby followed the Doctor outside, taking in the hightech space around them. Immediately she saw another
girl running towards them. She was tall, young and pretty, dressed in a simple smart skirt and sweater.
‘Oh my god, at last!’ the girl cried out, pulling the Doctor in for a hug.
‘Rose Rosa Rosie Rosalinda!’ The girl’s energy seemed infectious as the Doctor lifted her up from the floor and swung her around. ‘How’s your mum?’ he asked, dropping her down again. ‘And your uncle? All good?’ No. No time for answers. Instead, he turned to Ruby, introducing them properly. ‘Rose, this is Ruby. Ruby, this is Rose. Two different shades of red!’
Rose gave Ruby a hug then another voice cut in.
‘Doctor, welcome back aboard.’
The Doctor turned to face the source of this new voice: it was a woman, older and more authoritative. She appeared in command.
‘Kate!’ exclaimed the Doctor. He threw open his arms, and the woman embraced him firmly. ‘Ruby, this is Kate, we love Kate. I knew Kate’s dad. He was the best of men.’ Then, distracted, the Doctor pointed to the space behind Ruby, carrying on with the introductions. ‘That’s the Vlinx …’
Ruby turned and saw what looked like a robot – or at least, the head and upper body of a robot – wired into a terminal all of its own. Its voice had a gentle electronic burr, and the Ops Room lights gleamed bright off its chrome-plated bodywork.
This didn’t go unnoticed by the Doctor. ‘Nice upgrade!’
‘++ HOT METAL +++ DOCTOR +’ the Vlinx confirmed grandly.
But the Doctor was already on the move again. He fist-bumped a taller man in uniform. ‘Colonel Christofer Ibrahim! Someone has been working out!’
The soldier’s face and build could have been quite intimidating were it not for the smile that followed. ‘I try,’ the colonel told him. ‘I get busy, you know.’
‘Looking good, sir.’ The Doctor patted Christofer on the shoulder before spotting someone else. Someone, Ruby was almost relieved to realise, that he hadn’t already met.
‘Hi, sorry, I didn’t get your name!’ The Doctor extended a hand.
‘Harriet,’ replied the woman, shaking it firmly. ‘Head of the Archive.’
‘And I’m Morris Gibbons!’
Ruby turned and saw a young boy standing on a two-wheeled UNIT personal transport next to a spotless workstation.
‘I’m UNIT’s Scientific Adviser, thank you very much,’ he told them.
‘Standing in for Shirley, while she’s in Geneva,’ Kate added helpfully. Not that Ruby knew who Shirley was either.
Morris straightened his bow tie, apparently determined to look the part, and stretched out a hand. ‘Thirteen years old, accelerated genius. Thanks to a passing asteroid.’
‘Thirteen years old! Nice to meet you, Morris Gibbons.’ The Doctor shook Morris’s hand. As Ruby did the same, the Doctor turned and crossed to the front of the Ops Room.
‘Okay, all of you,’ he told them, scratching his head. ‘I need your help. Cos this really weird thing keeps happening. A woman appears, everywhere I land.’ The Doctor took the sonic screwdriver from his pocket and aimed it at the screens above the windows. ‘Look!’
With a whirr, the sonic hijacked UNIT’s monitors and showed them various images of the aforementioned woman, flicking through her identities.
‘She’s a comms officer on the planet Pacifico del Rio. Someone’s mum on Finetime. She’s an ambulance! A portrait in 1813. And it goes on …’ The Doctor talked the group through every image. ‘Planet Sloog, she’s a Sloogma. Planet Varsitay, she’s a Griffin. The Fivefold Configuration, she’s a Bleet. She is everywhere.’ He placed the sonic back inside his pocket. ‘So, she must be here. I thought, UNIT can find her and analyse her. She’s always middle-aged. Maybe sixty. Fair hair. Slim.’
While he was talking, Ruby noticed the others glancing at each other.
None of them seemed surprised or even concerned. The Doctor picked up on this too. ‘What?’ he asked. ‘What? What is it, what?’
As if to answer his question, a signal trilled on Morris’s console. ‘And, right on cue,’ said Morris, jabbing a button.
Instantly, every UNIT monitor displayed the same image. It was the very same woman again –only now she was here on Earth in the twenty-first century, addressing what appeared to be some kind of conference. On a massive screen behind her, a corporate logo declared it was an event for S. TRIAD TECHNOLOGY.
‘This is when it changes,’ the woman asserted. ‘This is when the whole world changes! This is when the whole world is changed … by me!’ On hearing this news, an unseen crowd cheered wildly.
‘Susan Triad,’ Kate explained above the din. ‘Billionaire businesswoman. IT genius. And today, she’s releasing her software worldwide, free of charge. A gift from S. Triad Technology.’
‘S. Triad?’ the Doctor repeated, seemingly troubled. ‘The company’s called S. Triad? Oh man, don’t you see? It’s an anagram …’
He aimed the sonic back at the screens, where the letters of S. TRIAD began to move and rearrange themselves, forming a new yet familiar word.