The Doctor (Matt Smith), having seen Clara Oswald (Jenna-Louise Colman) die twice, wants to learn more about her and travels to her past to observe her. He sees her parents meeting over a leaf that the wind blew into her father’s hand, and her mother dying when Clara was a teenager.

He returns to the present, collects Clara, and takes her to the Rings of Akhaten—a series of planetoids in a ring system around a planet. He takes her to a giant marketplace where the currency is items of sentimental value. She meets a girl named Merry Gejeth (Emilia Jones), the Queen of Years. Merry says she is hiding because she is to sing a song at a ceremony and is afraid of getting it wrong. Clara reassures her with the words of her mother and Merry heads for the ceremony.

The Doctor and Clara attend the ceremony, and the Doctor explains about the song to keep the Old God of Akhaten asleep. Merry begins to sing and a beam of light pulls her toward the pyramid in the rings for her soul to be sacrificed to Akhaten. The Doctor and Clara rent a space-bike and ride it to the pyramid. Clara and Merry escape, but Akhaten, a huge parasitical creature, awakens.

The Doctor faces the creature. Realizing that it feeds off memories, stories, and feelings, he offers it the sum total of his 1000-year Time Lord memories, trying to overfeed it. Meanwhile, Merry leads the citizens in a song of hope, confusing Akhaten, which disappears. But it returns for more. Clara gives it the leaf which contains all the untold potential that Clara’s mother never saw. Akhaten implodes and the Rings are saved.

The Doctor visited Akhaten long ago with his granddaughter Susan. The songs were written by Murray Gold, composer of many a Doctor Who theme. In the marketplace are pan-Babylonians, a Lugalea Cush, Lucanians, a Hoovooloo from Hitchhiker’s Guide to the Galaxy, an Ultramancer, a Citizen of the City-State of Binding Light, and others. There were some sixty aliens in total, reminiscent of the Cantina scene of Star Wars. Special Effects Master Neill Gorton, having always wanted to do a Cantina scene and knowing that Doctor Who could not afford it, made molds in his spare time just in case.

The Doctor says, “I’ve seen things you wouldn’t believe,” and “Home again, home again, jiggety-jig,” referring to Bladerunner. He says, “I’ve walked in universes where the laws of physics were devised by the minds of madmen,” referring to the villainous Time-Lord Omega. The TARDIS will not open the door for Clara or translate for her. We will later learn why the TARDIS doesn’t like her. The episode received mixed reviews, though Clara was well-liked.