"Why not, just at the end, just be kind?" These words—which come at the end of the Doctor's mission-statement monologue in "The Doctor Falls"—now stare at me from my notes as if in preemptive admonition.

Barring the 2017 Christmas Special, we have reached the end of Peter Capaldi's three-season incumbency as the Doctor, and the end of Steven Moffat's six-season reign as Doctor Who's head-writer and showrunner. With this finale, we have also—possibly? probably?—reached the end of the road for Pearl Mackie's Bill, Matt Lucas's Nardole, and Michelle Gomez's Missy. However much I've grimaced and griped along the way, all of these people have brought me tremendous pleasure, and they have all done tremendous honor to this venerable television institution.

So why not, here at the end, just be kind?

I'll try: I really will. And there are ways in which "The Doctor Falls" makes it easy to be kind, because it's a hell of an episode from a number of perspectives. Director Rachel Talalay continues to do Why-isn't-this-woman-making-big-budget-feature-films?-level work on Doctor Who, handling the intimate character work and the epic action sequences with equal aplomb. And Moffat's screenplay is—largely—a fine piece of work. He had a lot of business to get through in this episode: just on a plotting level, he had to resolve the Cybermen threat, set up the Doctor's regeneration, and show Missy, Bill, and Nardole all to the door. We can (and will) argue about how satisfactorily he managed to tie up each of these threads, but he got it all done in an episode that felt well-paced and remarkably uncluttered. (It helped that—for once—he delivered a finale that wasn't brain-bustingly complicated: while juggling all the characters must have been challenging, the actual plot of the episode—a Western-style "last stand" against the Cybermen—is unusually low-concept for Moffat.)

So there was plenty to like about "The Doctor Falls." It had action, humor, sadness, some interesting thematic depth, and strong and moving character beats for each of Season Ten's four regular characters. What more could I possibly ask? Why can't I just leave it at that? Why do I have to be that guy?

Sorry, I can't help it. Over-analysis—based on absurdly high expectations—is how I show my affection. And though "The Doctor Falls" is far from being an infuriating trainwreck of a finale like "Death in Heaven," I can't pretend my overall enjoyment of the episode wasn't compromised by some serious problems I have with certain elements. So bear with me, and let's take the good with the bad.

"I don't want to live if I can't be me anymore."

We'll start with my biggest problems with "The Doctor Falls," so we can then focus on the good stuff.

Let us touch only briefly on the fact that Moffat has ended his last two seasons in more or less the exact same way: by effectively killing a companion in the penultimate episode—for cheap dramatic effect—and then magically restoring her to life in the finale, sending her off to travel the universe (with a female companion) without the Doctor's knowledge or guidance.

We don't need to spend a lot of time on this, but it irritates me to no end: not just because it's repetitive, but because—in both cases—both the convenient resurrection and the supposed empowerment were completely unearned. (Several people have asked for my verdict on last year's finale, which I never got around to reviewing. My chief opinion is this: I would not trust Clara and Ashildr with a TARDIS, and Moffat never gave me any reason to think that I should.) Don't get me wrong: I would have loved to see Moffat really develop a female companion to the point where she was ready to have her own adventures in time and space, but he didn't do it with Clara, and—as much as I love her—he hasn't done it with Bill. (He did manage it when he created River Song, way back in "Silence in the Library"—but then he spent several years undermining her autonomy and power.) It's like Moffat heard all the criticism about how he doesn't write truly strong, independent, empowered female characters, and decided his response would be to grant them all magical powers at the exact moment he writes them off the show.

But, as I said, we're not going to talk about that. Let's talk about Bill instead, and let's begin by saying that Pearl Mackie is fantastic in this episode, as she has been fantastic all year. Bill hasn't been around long enough—or, frankly, been given enough material—to have had a truly satisfying arc: she is leaving just as it felt we were getting to know her. But Mackie has nonetheless imbued the character with incredible decency, humor, and vulnerability. She does some of her best work of the series here, wringing real pathos out of Bill's conversion to a Cyberman, and demonstrating the down-to-earth strength of character that has been a hallmark of this companion all season. "I don't want to live if I can't be me anymore," Bill tells the Doctor, in no uncertain terms.

But this assertion—and the strength of Mackie's performance throughout Season Ten—just makes Bill's final fate in "The Doctor Falls" more troubling to me. There was little doubt that Moffat would find some way to undo Bill's conversion to a "bio-mechanical psycho-zombie." (As I discussed last week, killing companions and then bringing them back is what Moffat does.) But the way he goes about it here is the cheapest and least satisfying of deus ex machinas. Heather—who, let us be clear, has not even been mentioned since "The Pilot"—magically reappears and frees Bill from the Tomb of Her Cyberbody, transforming her into an all-powerful Water Witch like herself and inviting her to come roam the infinite expanses of the universe.

I am—or would be—all in favor of seeing Bill happily in love. But Heather was never presented as anything but a passing infatuation for Bill. "Heather," in fact, isn't even Heather: this is not the girl for whom Bill conceived a crush: this is just a bit of sentient engine oil that looks like her. If Moffat wanted this to be a heartwarmingly happy ending for Bill, he needed to do a lot more work to sell it. We needed them to have developed an actual relationship in "The Pilot," one in which they exchanged more than a handful of words. We needed Bill to have at least mentioned Heather at some point during the last eleven episodes. We needed, in fact, for Heather to occupy the emotional position in Bill's character arc that her late mother ended up occupying. (Or, alternately, we needed the big deus ex machina reunion at the end of the season to be between Bill and her mother, rather than between Bill and a character she hasn't thought about in a decade: that might have felt like a satisfying payoff to Bill's arc, instead of a cheap, phony ribbon tied around it.) The way it plays out strikes me as insulting to Bill's character, and frankly it kind of cheapens the entire concept of love. (Yes, the classic series wrote companions off through sudden infatuations like this all the time. But haven't we moved on from that? And, particularly for the first openly gay companion, I feel like some effort to present a real, substantial relationship would have been nice.)

And the larger insult to Bill's character is what troubles me even more. In her interactions with the Doctor, Bill distinguished herself by her insistence on having a normal life, separate and autonomous from her life in the TARDIS. (She objected to his showing up at the house she shared in "Knock, Knock," telling him "Basically, this is the bit of my life you're not in." And, in "Extremis," she referred to her non-Doctor existence as her "real life," and asked the Doctor very nicely not to put the Pope in her bedroom when she's on a date.) Unless I'm forgetting something, Bill has never even had a key to the TARDIS, and never wanted one: she enjoys her side-adventures with the Doctor, but she has her own life, her own friends, her own home, her own job. She's really the most grounded, down-to-earth companion he's had in the modern era, and her sudden transformation into an Omnipotent Cosmic Immortal feels not only unearned, but like a betrayal of who she is and why we liked her. (Moffat throws a bone to this interpretation, by having Heather say she can transform Bill back into a normal, chip-cooking human being. But Bill doesn't take her up on that, at least not in this episode: the implication is clear that Bill and Heather will go walk hand-in-hand through the nebulae together.)

Last week, I talked about how Moffat has dealt, throughout his run, with the conundrum of the Doctor's companions, and how he has made it clear that losing your humanity—literally or figuratively— is one of the risks you face when you travel too long in the TARDIS. I've enjoyed the way Moffat has explored this theme, but—unless we're getting a revisiting of Bill's story in the Christmas special, which I doubt—Moffat is ending his run by having the most human companion he's ever created casually throw away her humanity, just a few minutes after saying she didn't want to live if she couldn't be herself. (What's worse, it's presented not as a tragedy, but as a triumph.) That's a problem for me, and it's a problem for a show that has always at least pretended to celebrate the value of ordinary human beings.

"I was secretly on your side all along, you silly sausage."

More successful, I think, is the resolution of Missy's story. Michelle Gomez—as I've said all season—is really kind of amazing: in all of her appearances, she has layered just enough humanity, self-awareness, and self-doubt beneath Missy's gleefully psychotic exterior to make this payoff feel earned. In fact, I'm not 100 percent sure that John Simm's Master was needed for this story at all. (Moffat seems to forget he's there for much of this episode.) There are moments when the Master's commentary on Missy's burgeoning conscience and empathy help to bring the sub-text to the surface, but Michelle Gomez could—and, in fact, has—personified the warring sides of Missy all by herself, without the dialogue needing to be quite so literal.

(One almost suspects Simm's job here was primarily to set up the punchline, which is admittedly a good one. "This is our perfect ending," he says to Missy. "We shoot ourselves in the back." That's pretty much what the Master has always done, so I can't fault Moffat for landing this final joke so poignantly.)

And I like the idea that Missy/The Master's rehabilitation might have begun before she even regenerated. The Doctor gives his big speech to both Missy and the Master here, and it's worth quoting in full:

"I'm going to be dead in a few hours, so before I go, let's have this out, you and me, once and for all. Winning? Is that what you think it's about? I'm not trying to win. I'm not doing this because I want to beat someone, or because I hate someone, or because I want to blame someone. It's not because it's fun, and, God knows, it's not because it's easy. It's not even because it works, because it hardly ever does. I do what I do because it's right! Because it's decent! And above all, it's kind. It's just that: just kind. If I run away today, good people will die. If I stand and fight, some of them might live. Maybe not many, maybe not for long. Hey, you know, maybe there's no point in any of this at all, but it's the best I can do, so I'm going to do it. And I will stand here doing it till it kills me. You're going to die too, some day. How will that be? Have you thought about it? What would you die for? Who I am is where I stand. Where I stand is where I fall. Stand with me. These people are terrified. Maybe we can help, a little. Why not, just at the end, just be kind?"

Simm's Master makes a point of telling the Doctor that he didn't listen to a word of this speech—but he heard it. Just as he'll retain the knowledge that he should always carry a spare dematerialization circuit for his TARDIS, he will, on some level, retain this speech. More importantly, perhaps, he will retain, from Missy's example, the awareness that just maybe there's a different way to be. He has seen a version of himself in which he has empathy, in which he longs to stand with the Doctor and do the right thing. Is this, perhaps, why his next regeneration—into Missy—has been such a different version of the Master all along? Is this why she was capable of change in the first place? It's a wibbly-wobbly, timey-wimey ball of stuff that is about character, for once, not plot. That's fun, and it's the kind of character treatment only Doctor Who can do.

It's a bittersweet moment when we realize that the Doctor's season-long faith in Missy's redemption paid off, but that he himself may never know it. Missy dies, but she dies as a changed woman: "without hope, without witness, without reward." Who she was, in the end, is where she stood, and where she stood is where she fell. She decided to be kind after all, just at the end.

"I can't keep on being somebody else."

If there's a theme that runs throughout "The Doctor Falls," it's the idea of change, and specifically of resistance to change. Obviously, on a plot level, the Cybermen represent the threat of radical, forced transformation—though they think of it as "evolution"—and therefore they are the perfect adversary for this kind of story. Everyone in "The Doctor Falls" is fighting the threatening prospect of change. The citizens of Floor 507 are simply fighting to not be changed into Cybermen. Bill can't live with what she's been changed into. The Master is absolutely adamant that he can never, and should never, change, and is kind of horrified by—even if perversely attracted to—this strange, female, empathetic future he sees for himself. Meanwhile, Missy is so frightened by the prospect that she denies just how much she has changed, right up until the last minute: once she realizes it, she is willing to kill—and be killed—to preserve what she has become. Even Nardole is resistant to the idea that he has somehow become someone who can be a hero, someone who has the strength to look after other people. Look at how all of them jockey for the right to kill themselves: everyone would rather die than change.

And then there's the Doctor. He has changed so many times. ("How many times have you died?" the Master and Missy ask him, at the beginning of this episode. "How many different ways?") He went through all his allocated regenerations—completed his natural Time Lord lifespan—over the first 50 years of this show. He should have died once and for all in "The Time of the Doctor," but he was snatched from the brink of death—without his consent, and perhaps without his desire—to carry on as Peter Capaldi's Twelfth Doctor. And now the Doctor has been Peter Capaldi for a very long time. (How long is unclear: the Doctor's age would be impossible to calculate at this point, even if we don't count the four-and-a-half billion years he spent inside the Confession Dial.) This is the oldest version of the Doctor who has ever existed—played by the oldest actor who has ever played him—and he's tired of changing. He feels he's earned the right to stay who he is.

Which is, in itself, an interesting question: in refusing to regenerate, is the Doctor resisting change, or is he fighting to preserve the changes he's already made? The question of whether the Doctor ever really develops as a character is a complicated one. (We can talk about how any individual Doctor developed over the course of their stories, but can we trace any kind of progressive, linear evolution for the character over the entire fifty-three years of his adventures?) But this Doctor—perhaps more than any other—has grown: he is not the same person who stepped out of the TARDIS in "Deep Breath." (That Doctor—the one who asked Clara "Am I a good man?"—would not have been able to give the speech the Doctor gives this episode.) In a story in which everyone is fighting to hold onto their humanity, the Doctor—who has grown considerably more human over three seasons—is fighting the same fight. Regeneration would be a clean slate, a reset, a return to default settings: he'd be a brand-new Time Lord, and he might lose the more human, empathetic person he has gradually, painstakingly become over the last several hundred/thousand/billion years. When Bill says, "I don't want to live if I can't be me anymore," the Doctor understands that completely.

But change is upon him, and upon us. All of this has a self-conscious, self-referential element, of course, because Doctor Who is about to face one of its own inevitable changes. Like the Doctor himself, this is a show that relies paradoxically on both carefully-maintained continuity—its basic formula has not changed in those 50-plus years—and radical reinvention. Next year, Doctor Who will return, with a new Doctor, a new companion, and new head-writer Chris Chibnall at the helm: the same old show turned into a brand new show, everything old become new again. It's always a frightening prospect for an institution with such a complicated relationship to change, and it's both appropriate and understandable for Moffat to be obsessing about it on his way out the door. Much as the Doctor feels about his current incarnation, Moffat must feel about Doctor Who: he has put a lot of work into it, and it is a hard thing to just let go and let someone else take over. (Will they undo all the changes and progress Moffat accomplished, as Moffat himself undid many of those instituted by Russell T Davies?) There must be a part of him that—like the Doctor—would rather end it all here than see it all change again.

But that's not an option: it has never been an option. As the final scene of "The Doctor Falls" reminds us, change has been this show's key to survival ever since William Hartnell was forced to give up the role of the Doctor, back in 1966's "The Tenth Planet." That story—in which the Doctor first encountered the Mondassian Cybermen—was set at the South Pole, so I can think we can safely assume that's where the Twelfth Doctor has now encountered the First Doctor, each facing their moments of regeneration. And I think we can assume that Moffat's final story as showrunner—this year's Christmas special—will continue this theme of reinvention and resistance. (Christmas is an appropriate time to discuss the endless cycle of endings and beginnings, as Moffat himself reminded us in "A Christmas Carol." It's the longest, coldest, darkest night of the year, but that just means we're "halfway out of the dark," and heading towards a new rebirth.)

Throughout his tenure on Doctor Who, Moffat has explored the nature of the Doctor in a very modern way, even as he has painstakingly returned the show to something that is closer to the classic series. Now, to set up his final story, he has brought the Doctor full-circle back to his beginnings in order to explore the way he is, and isn't, the same character he's always been. It's his last opportunity to say something about the nature of both the Doctor and Doctor Who, and to reconcile everyone—himself, the Doctor, and us—to the fact that everything has to change in order for everything we love to remain the same.

See you at Christmas.

Additional Thoughts and Favorite Bits

• I didn't really discuss it, but it's an interesting factor that the Doctor ends this episode—and this season—believing that he has gotten Bill killed, and that he has failed to redeem Missy. As I argued last week, these two storylines are representative of Moffat's two chief obsessions: the Companion Conundrum, and the question of the Doctor's essential goodness. (It also leaves him in truly a dark place at the end of "The Doctor Falls," and it accounts, in part, for his somewhat suicidal mood.) This all leaves me some hope that we may revisit one or both of their stories—and their related themes—in the Christmas special, if only for the Doctor to realize that things worked out better than he'd thought.
• Though Moffat has denied he laid any groundwork about the identity of the next Doctor here—he claims he doesn't even know who the next Doctor will be—there's no doubt that the table is set, narratively and thematically, for it to be a woman. I've been arguing that this was the logical conclusion to Moffat's run since at least "A Good Man Goes to War," and I still believe it, and there are enough hints here to think maybe the BBC believes it too. ("Is the future going to be all girl?" the Master complains, channeling all the conservative fanboys who will angrily protest such a change. "We can only hope," the Doctor replies, channeling me.) If it's Michelle Gomez, I will feel very smart. If it's the oft-mentioned Phoebe Waller-Bridge, I will be surprised—her career is about to skyrocket—but very happy. (Third possibility: what if the Doctor—having recognized several times this season that River Song represents the best of him—regenerated into Alex Kingston?)
• I assume most of my readers have already seen An Adventure in Space and Time—the 2013 TV movie about the early days of Doctor Who—which is the first place David Bradley played William Hartnell and the First Doctor. But if you haven't, you should seek it out: it's pretty good. (And perhaps the highest compliment I can bestow on it—though it will sound like faint praise—is that it's my favorite piece of writing by Mark Gatiss.)
• I will probably get crap for saying this, but it is my firm belief that the Cybermen simply do not work as a Doctor Who threat. No matter how many times the show reinvents them, they remain a rather boring adversary: just a purely physical, robotic threat not different enough from the Daleks for anyone to be excited to see them. If I were showrunner, I suspect I would throw out their (admittedly iconic) design, and reinvent them along the lines of the modern-era Cylons in Battlestar Galactica: they'd be far more interesting as anyone-could-secretly-be-one enemies, and you could keep the forced-conversion element, which would make them even creepier. (Bizarrely, Moffat did something like this with the Daleks instead—introducing those converted humans who suddenly sprouted Dalek eye-stalks—but the Cybermen would seem to be a much more logical and promising choice.)
• "Pity. No stars. I hoped there'd be stars."