Grace Holloway


Rose Ace

The TV Movie
Grace Holloway as in The TV Movie



Grace Halloway



Place of Origin:



The TV Movie (regular)

Other Appearances:

The Fallen

Main Actor:

Daphne Ashbrook


click on images to enlarge




When the Seventh Doctor lands on December 30, 1999 in San Francisco, he is gunned down by a gang on the streets of Chinatown. Unaware of his alien physiology, Grace accidentally kills him when she attempts to operate. He subsequently regenerates into his eighth incarnation, and involves Grace in his fight to prevent The Master from opening the Eye of Harmony and destroying the Earth at the stroke of midnight on New Year’s Day, 2000. At the end, The Doctor offers to take Grace along with him in the TARDIS, but Grace declines, preferring to stay behind and apply the lessons she has learned from him.

Grace is described by The Doctor as “tired of life but afraid of dying.”  She is a warm and compassionate person who was dis illusioned early in life when she realised that she could not hold back death. As a result, she puts on a cold, alo of front in an effort to protect herself from her feelings and to mask her own insecurity. She realises this over the course of her adventure with The Doctor and learns to feel hope again, placing it in the form of the Doctor, an alien who can literally come back to life, as well as regaining confidence in herself as a medical practitioner and as a person. She also rapidly develops a romantic attachment to The Doctor, stating at one point, “I finally meet the right guy and he’s from another planet.”

Grace’s appearance in The TV Movie caused controversy because The Doctor kissed her, breaking a longstanding taboo against having any romantic involvement with his companions (although the series revisited this theme when production resumed in 2005). Some fans also question whether she can be considered a proper companion since she only appears in this one story. However, it is clear that her role within The TV Movie is the companion’s, and she appears listed on most lists of companions, including the one on the BBC website.

Doctor Grace Holloway was a San Francisco cardiologist and a member of the Board of Trustees of the Institute for Technological Advancement and Research. Her work brought her into contact with the Seventh Doctor, whose regeneration she inadvertently initiated. Following this change, she became the first companion to The Doctor.

Dr Holloway was known as “Amazing Grace” by her colleagues at Walker General Hospital, where she worked as an on-call cardiologist. The “on-call” part of the job description was particularly annoying to her live-in boyfriend, Brian.

In February 2000, Grace was still working as a surgeon in San Francisco. She met The Doctor again after arriving home from work. The Doctor took heron several trips in the TARDIS, to which Grace became overfaced with. The Doctor decided to take Grace to a planet similar to Earth, to calm her down. Grace helped The Doctor to save the people of the planet from being forcibly taken to be organ donors. Grace asked The Doctor to take her home after the adventure. Before he could do so, Grace was kidnapped by Adam Mitchell.

Grace was freed from her imprisonment by multiple incarnations of The Doctor. She helped The Doctors defeat Mitchell, Autons and The Master with the help of some of the Doctor’s other companions. The Doctor subsequently took her home. (Prisoners of Time)


Grace’s life after her encounter with The Doctor has not been explored on-screen beyond The TV Movie, although The Doctor did have to deal with the after effects of those events in the spin- off Eighth Doctor Adventures, Eighth Doctor Adventures novel Unnatural History, by Kate Orman and Jonathan Blum.

Grace appeared in the Doctor Who comic strip story The Fallen, published in Doctor Who Magazine #273-#276, where she had conducted experiments to merge human and Time Lord DNA, the latterobtained from tissue left behind by The Master. However, The Master had not been in his Time Lord body, but that of a shape-shifting creature known as a morphant. The resulting hybrid began to consume people, but was stopped with The Doctor’s help. Grace promised The Doctor she would destroy all the remaining morphant DNA samples, and the two parted ways once more. She subsequently appeared as a dream image in The Glorious Dead (DWM #287-#296) and made a one-panel cameo in the last regular Eighth Doctor comic strip adventure, The Flood (DWM #353). The canonicity  of the comic strips in relation to the television series, like other Doctor Who spin- off media, is open to interpretation.

Daphne Ashbrook performed in the Big Finish Productions audio play The Next Life opposite Paul McGann as The Doctor, but playing a different character named Perfection.


Originally, Grace Holloway was to appear in the second Eighth Doctor novel, Vampire Science, but legal issues with the BBC and Universal prevented this from happening. According to Big Finish, their audioplays cannot use movie characters Grace Holloway or Chang Lee due to Universal’s ownership of the characters. Grace’s appearance in the comics appears to have been separately negotiated.


After she returned to Earth, Grace began examining the remnants of a substance The Master spat at her during the battle. This led her to working with an MI6-sponsored genetics lab in hopes of creating a human-Time Lord hybrid capable of regeneration. When Holloway was later reunited with The Doctor, he chastised her for this, though they ultimately reconciled and parted company with another kiss. (The Fallen)

The Doctor indicated that he was familiar with her work and that she was destined to do “great things”. (The TV Movie)

Holloway interpreted this as being a reference to her work with MI6 on the human/Time Lord hybrid.
(The Fallen) Her longterm impact on The Doctor was evident in that some time later, he experienced a hallucination that he and Grace were married. (The Glorious Dead) She survived the Cyberman invasion of Earth in 2005 and concluded that The Doctor must have stopped them. (The Flood, Hunters of the Burning Stone)

As of 2010, Grace was looking into new breakthroughs in surgery. (Death of the Doctor)

A photograph of Grace standing next to a UNIT officer was in display in UNIT’s Black Archive alongside that of other long- and short-term companions of the Doctor. (The Day of the Doctor)


Grace was intelligent, feisty and independent, with a strong sense of humour and a love foropera. She was initially doubtful of the Doctor’s claims, both about his identity and his apocalyptic predictions. However, once convinced through evidence, she proved a resourceful ally. Grace soon fell in love with The Doctor noting that “she had finally found the right guy and he’s from another planet”. Despite this, she refused The Doctor’s offer to travel with him and to learn about her future, preferring for it to remain unknown. (The TV Movie)


Grace expressed an interest in Puccini’s operas (playing a recording of Madame Butterfly in the operating theatre while working on The Doctor) and the art of Leonardo da Vinci (The Doctor remarked, on seeing a Leonardo print on the wall of Grace’s apartment, “He had a terrible cold when he drew that”). (The TV Movie)


According to media coverage of the film in 1996, had Doctor Who been revived as a series at that time, Grace Holloway would not have continued as a regular companion.

Later,  Philip David Segal, the producer of the TV movie, stated for the record that Dr Grace Holloway would have returned as the Eighth Doctor’s companion had Fox greenlit the series. Mr Segal made this statement during the “Movie Reunion” panel discussion at the Gallifrey One Convention held in Los Angeles on Saturday, February 18, 2012.

Due to complex licensing issues, Grace is one of a handful of pre-2005 characters not available to Big Finish Productions for use in audio dramas. This has not prevented her from appearing in comic strips and comic books (most recently in the comic story Prisoners of Time in 2013). An obscure photograph of Grace was included on the “wall of companions” seen in the television story The Day of the Doctor, positioned to the top-right of the Brigadier’s photograph. In the 2014 documentary The Ultimate Companion a clearer image of the photo is seen and is revealed to be a photo of Grace standing next to an unidentified UNIT officer, in similar fashion to another photograph on the board that digitally unites Mike Yates and Sara Kingdom.


Grace at one point exclaimed, “I finally found the right guy and he’s from another planet!” Although the 1963-89 series occasionally gave subtle hints of attraction and even romance between The Doctor and other characters, this is the first time a character, identified as a companion, had been heard to directly express attraction towards The Doctoron screen. She was also the first companion to share an on-screen romantic kiss with The Doctor.

Related Links

Back to Assistants page

The TV Movie page
The TV Movie DVD page
Revisitations volume 1 page

error: Content is protected
Skip to content