035 The Faceless Ones

There’s a line said by Polly in The Faceless Ones, her and Ben’s last serial, which particularly sticks in the mind:

“You don’t think my friends will forget me like that, do you?”

It’s a fair concern as the last companion to leave, Dodo, was kicked off stage quite unceremoniously in The War Machines (Polly and Ben’s introductory tale). What would be the fate of that swinging Sixties girl and her cheeky, cockney, sailor friend…?

The Faceless Ones

Landing in the path of an oncoming aeroplane certainly is a promising, brave start, and the unique location lends an exciting atmosphere to proceedings. In fact, the entirety of episode one layers intrigue and drama on in swathes: there’s a grisly death via a ray gun that electrocutes its victim (just four minutes in!); questionable cargo; kidnappings; politics; allusions to the Elephant Man; a hunt for the Doctor and his companions; and a police officer who looks a bit like George Osborne.

And the cliffhanger is horribly macabre, as we see a badly-burnt hand clawing at the air; a man whose very flesh is peeling away…

Chameleon Tours send 18- 25 year olds all over Europe, promising fun and non-stop adventure. But none of the passengers return. When the Doctor, Polly, Ben and Jamie arrive, two of them are kidnapped and their bodies seemingly taken over. Not that anyone will believe the Doctor. Aliens? I mean, whatever next…?!


Gatwick airport is an ingenious setting, perfectly reflecting the tone of the piece, concerned with missing people, identity and immigration. The Faceless Ones is Gerry Mills’ sole directorial credit on Doctor Who, and it’s a wonder why he wasn’t asked back: he utilises the backdrop beautifully and even the sets in the studios at Ealing Green and Lime Grove have a good sense of scale to them. Set squarely in the 1960s, commercial flights were starting to get popular (despite first being available in the early 1900s), especially with youngsters. It’s ripe for the picking then: Doctor Who excels at feeding off what’s popular at the time.

This world must be so strange for poor Jamie. He copes well, however, already a focal point of the series. There’s a lovely warmth between him and the Time Lord, with the former being duplicated by the Chameleons, and the latter noting: “I much preferred the original!” It’s at the expense of Ben and Polly, though, who, due to scheduling, only appear briefly in three of the six episodes, their final farewell a video insert.

That should shut her up.

That should shut her up.

In fact, the serial feels suitably related to The War Machines: bold and fresh; ‘hip’ but with a grim underbelly and subtext. It leads Ben and Polly’s exit full-circle – like they’ve never been away.

“It is our world,” they note. “You’re lucky,” the Doctor says, intriguingly. “I never got back to mine.”

Samantha Briggs (Pauline Collins) is, instead, drafted in to act as a companion in The Faceless Ones. She’s a bit ‘soap opera’ with a Scouse drawl that waivers into Welsh once or twice – like a would-be Dodo. She even says ‘eh, kid.’ It’d definitely be interesting to see how she and Jamie, uh, ‘got on.’ Spoiler Alert… They even kiss! (How very modern.)

Collins turned down the offer of companion, however, so if we’re looking for someone to board the TARDIS, might I suggest Wanda Ventham’s Jean Rock?

Jean Rock

She’s feisty and smart, using her initiative and sticking by the Doctor, despite how crazy he may sound. She faints – but she’s not like previous companions; she doesn’t just scream and fall over at the brief mention of extraterrestrials. No, this faint is a ruse! Concocted by her and the Doctor!

And when it all kicks off, she’s ready to trip aliens up with a chair.

Briggs can even sense their rivalry, delivering the questionable line, “you haven’t got all the brains in London.” Meow.

Rock and Briggs

Despite one or two clangers, the script is wittily written, the vast majority of the dialogue cutting and cheeky.  When RAF planes have been scrambled to follow a Chameleon Tour flight – despite being able to climb only “ten miles plus” – the Doctor drily says, “how futile.” And his whole character is summed up perfectly when he’s accused of wasting his and everybody else’s time. “I don’t think I’ve been wasting a minute,” he says, smiling.

“Haven’t I met you before?” the Doctor also asks one of the disguised Chameleons. “I don’t think so,” he replies. “You must have a double!” the Doctor jokes, underlining his own brilliance.

Director's office

Yes, Patrick Troughton is on top form already (despite his Doctor effectively ‘doing his back in’ some way into the story). But he’s not the only one to deliver some zingers. When he instructs passengers to their living quarters, Donald Pickering’s Blade uses the Doctor and Nurse Pinto (Madalena Nicol) as exceptions: “you two won’t be needing living space.”

It’s also surprisingly affecting when one of the alien menaces sadly says, “we’ve lost our identities…”

You can tell that Malcolm Hulke (Doctor Who and the Silurians; Invasion of the Dinosaurs) co-wrote The Faceless Ones, alongside David Ellis. The whole thing feels like foreshadowing of the Third Doctor era: the Doctor faces off against a not-entirely-evil alien threat on (then) modern-day London, while coming up against frosty, disbelieving officials.

But it’s not all politics. There’s also a Goldfinger-esque scene, and the Doctor using a screwdriver to mess up the Chameleon’s plans. A normal screwdriver – not a sonic one!

Miniature people

Miniaturised people! Nasty…

The incidental music is strong and creepy too. I particularly admire that the music in the Second Doctor era is, on the whole, unique to each story. In The Faceless Ones, even bongo drums are deployed to ramp up the tension. The 1980s music, in contrast, can be summed up with two terrifying words: pan pipes.

(Speaking of music, a new titles sequence sound arrangement debuts with episode two, and it’s certainly more recognisable than the understated one before it – which, oddly, plays at the end regardless. There are just minor differences, but it’s quite magical and sounds a lot like the early Fourth Doctor theme.)

That’s not to say the serial is perfect. Some glaring holes remain, most notably why only Samantha has noticed people going missing. There’s also the way the Chameleons figure out that the Doctor isn’t human. “His intelligence is above normal beings,” they note – after the Doctor has blocked a gas-spewing plug with some cloth. Genius. It also reflects the attitude towards young’uns at the time: looking for a way to escape all responsibilities; searching for a party; ultimately gullible and disposable.

Car park

Still, The Faceless Ones is so clever and unique, with really grotesque monsters and witty lines left, right and centre, that these small quibbles can easily be shoved to one side.

The biggest sin of all is, of course, the always-brilliant Ben and Polly being sidelined, something which was out of the writers’ hands.

Sadly, The Faceless Ones isn’t the send-off the pair deserve, but it’s still a brilliant story with great visuals and wonderful performances.

Bye Ben and Polly

Ben and Polly faced off Daleks and Cybermen, War Machines and Macra; were caught up in the smuggler’s search for Captain Avery’s treasure and witnessed the aftermath of the Battle of Culloden; and they’re seen the Doctor change his entire body for the very first time, and learned to trust and love the eccentric man who emerged from the regeneration. No, Polly, we will never forget you and Ben. Because the Doctor, Jamie and the audience have lost some genuine friends.

But enough dwelling on sad farewells – because the TARDIS has been stolen and a very familiar foe is rolling into view…


When he’s not watching television, reading books ‘n’ Marvel comics, listening to The Killers, and obsessing over script ideas, Philip Bates (Kasterborous' former Editor) pretends to be a freelance writer. He enjoys collecting everything. He is the co-founder of The Doctor Who Companion: http://thedoctorwhocompanion.com/

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