Bill Potts


Clara Susan

Twice Upon A Time
Bill played by Pearl Mackie


Bill Potts



Place of Origin:


First Seen In:
The Pilot
Last Appearance:
Twice Upon A Time

Main Actor:

Pearl Mackie


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Bill Potts was a companion of the Twelfth Doctor. Her mother died when she was young, so she was brought up by a foster mother called Moira. Later in life, Bill served chips at St Luke’s University in Bristol, and attended The Doctor’s lectures. Noticing this, he became her personal tutor. Another student, Heather, showed her a puddle that cast a reversed reflection. Bill asked Heather not to leave without her. As a result, when Heather was taken over by the puddle, she followed Bill home, so as not to leave without her. Bill went to The Doctor, who brought her into the TARDIS. He tried to outrun the creature, and finally travelled to the Dalek-Movellan War. Bill realised she was being pursued as Heather had promised not to leave without her. On The Doctor’s advice, she released Heather from her promise. The Doctor took her back to the university, intending to wipe her memory of these events, but he was convinced not to. He then agreed to take Bill with him on his travels. (The Pilot)


Choosing to travel to the future with the desire to see if it was happy, Bill visited Gliese 581 D with The Doctor. After saving the awoken colonists from the Vardy and the Emojibots, The Doctor attempted to return to the University in the present, but ended up at the River Thames in the past. (Smile) On exploring London 1814, the Twelfth Doctor and Bill attended the last Frost Fairon the River Thames before noticing strange lights under the ice. Bill witnessed firsthand the death of a little boy when he was sucked under the ice and was horrified and disgusted when The Doctor seemed to care more about retrieving his sonic screwdriver that the boy had stolen. Bill challenged The Doctor demanding to know whether he had ever killed anyone to which he confirmed saying that he did not have the luxury of foroutrage as he was 2000 years old. Bill befriended the urchins who had originally stolen from them and chose to cooperate with The Doctor. Their investigation led them to Lord Sutcliffe, with The Doctor warning Bill to let him do the talking as it required a diplomatic approach. After Sutcliffe made racist remarks towards Bill, however, The Doctor punched him in the face. Later Bill agreed with The Doctor to set the Monster in the Thames free surprised when it wasn’t headline news in the present day. (Thin Ice) She later helped investigate and stop the Shining Men (The Shining Man), visited Kollo-Zarnista Mining Facility 27 above Saturn (Diamond Dogs) and, with both The Doctor and Nardole, saved Edinburgh in 1645. (Plague City). She was also rather brave, leading her group of flat mates when they were scared. (Knock Knock) Bill visited the mining station named Chasm Forge after the TARDIS received a distress call to visit it. As oxygen was regulated and the TARDIS exterior air shell was being removed, Bill had to wear a smartsuit that provided her with a force field which held air in. When entering an airlock which required a solid physical helmet, Bill’s suit automatically took her helmet off. This meant Bill was exposed to the vacuum of space. The Twelfth Doctor later gave her his helmet at the cost of his sight, which there is no knowledge that he ever recovered from. (Oxygen) After viewing an email from his virtual counterpart, The Doctor called Bill asking if she knew a person called Penny. Bill did, but deemed her “out of [her] league”. The Doctor assured her she wasn’t and told her to call Penny that night as he had a “feeling [they were] going to be very busy”. (Extremis) Bill went on a date with Penny and told her about the virtual world The Doctor had since told her about. Penny was disbelieving but the date was going well until armed soldiers and the Secretary-General of the UN arrived to collect Bill and take her to see a pyramid that had appeared over night. On board The Doctor’s President plane, Bill tried to convince him to come and help with the pyramid but he denied until he realised he didn’t have a choice as he was already on the plane. At the pyramid, Bill was confused when Nardole was ‘updating’ The Doctor on what was happening in front of them as the latter approached. Her phone, like every other device with a clock, received a message saying 23:57pm as The Monks started a countdown to the end of the Earth, demanding surrender. The Doctor, Bill and Nardole then took the Heads of the American, Russian and Chinese armies and had them strike the pyramid in a coordinated attack. The Monks stopped the attacks with ease and expressed they were ready to talk. Inside, The Monks revealed that Earth would be dead in a year’s time if the planet did not consent to The Monks. The Doctor was against consenting to something he didn’t understand though Bill and the others were more willing. However The Monks explained that Love was needed in consent, burning the Secretary-General when he consented out of Fear. Back on board the President plane, the army heads agreed not to fight one another believing that they would be stopping World War III, but this failed to revert the clocks. Bill compared the need for consent as to inviting vampires into a person’s home. She also theorised a bacterial possibility and the Doctor had them all google possible problems. However, Bill and the army heads were considering surrendering Earth to ensure the planet survived, unwilling to put such risk especially when the clocks moved to 23:58pm. As The Doctor and Nardole deduced the problem as a biological component released in a lab, Bill and the army leaders went to the Pyramid as the countdown reached 23:59pm. Inside, the army leaders were burned for consenting out of Strategy. Bill went to leave when The Doctor managed to solve the problem and the countdown began to go backwards. However, when The Doctor could not leave due to being blind and unable to spin the combination lock, Bill returned and consented to The Monks have authority over The Doctor in return for his sight being restored. Before The Monks accepted her ‘pure’ consent out of Love, she told The Doctor to save her planet. (The Pyramid At The End of the World)


Bill was very smart and very inquisitive. She asked questions that most people didn’t ask and came to conclusions in a different way than other people normally did. She loved science fiction and was open to the idea that the concepts it proposed were real and affected the lives of those around her. When Heather introduced her to a strange puddle, she was open to the idea of alien lizard possession, no matter how preposterous the Twelfth Doctor found it. She was also easily able to figure out that The Doctor intended to wipe her memory when he tried to put her hands on her head, and even called out The Doctor for thinking she was stupid enough to fall for it. (The Pilot) Bill was also rather bold, hating the idea of being spoken to in a sexist manner and having to withhold heropinion due to racial stereotypes of the 19th century. When Lord Sutcliffe demanded she submit to him, Bill merely sneered at him. She also learned to understand the need to not dwell on matters that angered her as The Doctor taught her there simply wasn’t time to waste on such matters. (Thin Ice) Bill was interested in girls. (Knock Knock) She had a crush on a girl who attended The Doctor’s lectures, and developed an interest in another young woman, Heather. (The Pilot) Despite having never met her mother, Bill invented an imaginary version of her which she spoke to for personal comfort. (Oxygen, The Lie of the Land) According to Bill, this version always told her “with some people you can smell the wind in their clothes”, a saying Bill made up based on what she thought her mother would say. (The Pilot) Bill and Nardole, watched over by The Doctor, became Missy’s companions on a test trip to determine whether she could reform from her evil ways. While surveying the colony ship they were on, Bill was mockingly called the “exposition” and “expendable” by Missy. Bill was mortally wounded by a paranoid technician who was the only one left of his crew, due to her being human. Unable to save her, the Twelfth Doctor allowed her to be taken by medical figures who had come from the lower levels of the ship as he understood were capable of healing her. He left a message in her subconscious for the moment she awoke: “wait for me”. After several months for her, she awoke with a cybernetic heart in a hospital. Due to the spaceship’s proximity to a black hole (causing time dilation within it) Bill was forced to wait years for The Doctor and in the meantime made friends with a man named Razor. Razor allowed her to watch the Twelfth Doctor and the others upstairs, though time passed extremely slowly, by the time The Doctor raised an eyebrow, a week passed for Bill. Razor also took heroutside the hospital once, explaining how everyone had to be converted to survive given the time differential with the upper levels. In the end, Razor, in reality The Master in disguise, deceived her, and Bill suffered cyber-conversion alone. (World Enough and Time) Bill managed to reject the Cyber programming enough to help save The Doctor from another Cyberman and carry him to safety after the ship Nardole piloted crashed on level 507. She was turned into an Sentient oil creature. After she took The Doctor to the TARDIS, she went travelling with Heather. (The Doctor Falls) When transformed into a Cyberman, she managed to retain her free will despite being fitted with an emotional inhibitor. The upgrade prolonged her lifespan and also gave her a cybernetic blasteron the handlebars on her headpiece. Using said blaster by channelling anger, she could blast a gaping hole in a barn and a concrete wall, incinerate another Mondasien Cyberman and could combine with modified Laser screwdriver to disable a fully evolved Cyberman. She also retained the ability to cry, a gift her friend Heather granted her to be able to find her. (The Doctor Falls) When mortally wounded by <Jorj” href=”jorj”>Jorj, she was partially cyber converted, given a cybernetic chest-unit. She was also eventually converted into a Cyberman, subsequently looking like one. (The Doctor Falls)


Bill’s memories were retained by the Testimony, which assumed her form as it interacted with The Doctor as well as his first incarnation and Archibald Hamish Lethbridge-Stewart. Though The Doctor, who believed Bill to have died in the battle of Floor 0507, was skeptical as to the authenticity of the Bill’s image, she repeatedly insisted that she was truly Bill Potts. (Twice Upon a Time) The Toymaker would display a puppet show towards the Fourteenth Doctor and Donna Noble about the companions he had after Donna’s departure, and retells that Bill Potts was killed from the Cybermen, with The Doctor remarking that her consciousness is still alive. (The Giggle)

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