->'''The Doctor:''' When you go home you can tell everyone you've seen Shakespeare.\\
'''Martha:''' Then I can get sectioned!

This episode contains a lot of very silly Shakespeare jokes, almost all of which are ''also'' actually very clever, very obscure Shakespeare jokes in disguise. We open in extremely Elizabethan London, where a young man courts a damsel via period song. The damsel (unlike [[RomeoAndJuliet Juliet]]) rejects the idea of waiting until marriage, and invites the man up. She then pulls a [[Series/BuffyTheVampireSlayer Darla]] and toys with him a bit before putting on her witchy gameface, inviting in her equally witchy mothers, and devouring her ardent swain. [[AccidentalAesop This is not about premarital sex or gay marriage being evil, though.]] It's just campy.

Post-credits, enter the Doctor and Martha, off to the Globe Theatre to see ''LovesLaboursLost''. Martha is concerned about [[ForWantOfANail stepping on a butterfly]] or encountering [[NoEqualOpportunityTimeTravel old-timey racism]], but the Doctor shrugs these off. The Doctor riffs on the parallels between London then and now, including analogising a crazy doomsayer to "GlobalWarming". [[AccidentalAesop This isn't an attack on climate theory, though.]] It's just silly.

At Martha's instigation, Shakespeare comes out after the play to address the audience. The witches magic him into promising to perform the sequel, ''Love's Labour's Won'', ''tomorrow night''. The Doctor, knowing that this play is a MissingEpisode, realises something is afoot. The pair decide to stay the night in Shakespeare's inn, and get to meet the dude. Shakespeare is a genius-level but bawdy empath, clever enough to be immune to psychic paper (although he does love the word "psychic"). He hits on Martha, but blows it by constantly referencing her race. "It's PoliticalCorrectnessGoneMad", mutters the Doctor.

ThereIsOnlyOneBed. They both crawl in, their faces very close... and the Doctor tells her that there's something he's... missing. Something... staring right into his eyes. Something... close, but just out of reach. "Rose would know what to do", he sighs moodily, oblivious to the sexual tension. Martha looks extremely annoyed. Meanwhile, the witch has crept in at night in order to plant some words in Shakespeare's script. Martha sees the witch flying off on her broomstick, and bemusedly [=IDs=] her.

This clue, along with the murder of the Master of the Revels, leads the Doctor and Martha to Bedlam, the insane asylum, with Shakespeare tagging along. They interview the architect who designed the Globe -- fourteen sides, like fourteen lines in a sonnet -- and realise the plan: the performance of ''Love's Labour's Won'' will be a spell to allow the witches to take over Earth. A witch shows up and kills off the architect... way too late, as the Doctor has worked out the witches' TrueName... Carrionite. The mere word banishes her, and the trio split up: Shakespeare to stop the performance of the play, and the Doctor and Martha to find Witch Headquarters.

They don't exactly succeed. Shakespeare bursts onto the stage and announces that the show must not go on, but is [=KOd=] by witch magic. Will Kemp improvises an excellent triple-meaning couplet: if "Will" refers to Shakespeare, it's him dismissing the warning as drunken ramblings. If "Will" refers to Kemp, it's a mock-apology for his own silliness (emphasised with a goofy caper). If "Will" is the Elizabethan-era slang for penis, it's a joke about alcohol-induced [[TheLoinsSleepTonight sexual impotence]]. Meanwhile, the Doctor and Martha find the youngest witch and try the naming again, but it turns out ItOnlyWorksOnce. The witch tries it on Martha, but Martha's anachronism saves her from permanent harm. The Doctor, of course, has no discernible name. So the witch vamps him instead, gets a lock of his hair and stops his heart. One of them, anyway. Martha wakes up, improvises some first aid to get the afflicted heart going, and they're off to back up Shakespeare.

But they're too late! At the play's end, two noblemen recite an odd invocation that allows the whole Carrionite race, [[SealedEvilInACan sealed off long ago]], to show up in the Globe. Shakespeare, the Doctor and Martha form an impromptu PowerTrio: Shakespeare improvises a counter-spell, flanked by the Doctor providing the right numbers and Martha providing "[[Literature/HarryPotter Expelliarmus!]]". The spell imprisons the witches in their own crystal ball, and conveniently destroys all copies of the play.

In the end, Martha is revealed to be the Dark Lady, the unknown (and speculated to be imaginary) African woman to whom Shakespeare wrote several sonnets (not including, however, the ''Shall I compare thee to a summer's day?'' one, which he starts to recite to her). Oh, and he casually figures out that the Doctor is otherworldly and Martha is from the future. They are interrupted, though, by Queen Elizabeth I, who showed up to congratulate Shakespeare on his [[AllPartOfTheShow excellent special effects]]. A Whole Lot of Running ensues when it turns out that Elizabeth considers the Doctor her "sworn enemy" for something he hasn't done yet.


* ActorAllusion: Of ''course'' the Doctor would be a fan of [[Literature/HarryPotter good ol' J.K.]], given [[Literature/HarryPotterAndTheGobletOfFire he's served for Voldemort in the past]].
* AllPartOfTheShow: The Carrionites and the "Expelliarmus!" are mistaken as practical effects.
* AndIMustScream: "I've got a nice attic in the TARDIS where this lot can scream for all eternity, and I've got to take Martha back."
* ArbitrarySkepticism: The Doctor scoffs at the existence of witchcraft, but Martha reminds him that she just discovered that time travel is real.
* ArcNumber: This episode only; 14. It turns out to be because the witches' solar system has 14 planets.
* BadassBoast: Shakespeare's final lines against the Carrionites.
-->''Close up this din of hateful dire decay.\\
Decomposition of your witches' plot.\\
You thieve my brains, consider me your toy\\
My doted Doctor tells me I am not!\\
Foul Carrionites fester, cease your show.\\
Between the points -- Seven six one three nine 0.\\
Banished like a tinker's cuss,\\
I sing to thee EXPELLIARMUS!
* BadassBookworm / BadassBystander: William Shakespeare, The Word-Smith. He didn't plan on fighting witches, but was quick to adapt to the changes brought forth by the Carrionites and the Doctor.
* BizarreAlienBiology: The Carrionite witch Lillith creates a voodoo doll and stabs one of the Doctor's hearts. He gets by well enough on the other one until Martha gets it going again.
* BiTheWay: Creator/WilliamShakespeare.
-->'''The Doctor:''' We can all have a good flirt later--\\
'''Shakespeare:''' Is that a promise, Doctor?\\
'''The Doctor:''' Ooh, fifty-seven academics just punched the air.
* BrokenPedestal: Played for laughs. The Doctor goes into full-on fanboy mode at the prospect of hearing Shakespeare speak, and visibly deflates when what he gets is "SHUT YOUR BIG FAT MOUTHS!" Martha quips, "You should never meet your heroes."
* ContinuityNod
** The Doctor calls himself [[Recap/DoctorWhoNSS2E2ToothAndClaw Sir Doctor of TARDIS]].
** The Doctor mentions [[Recap/DoctorWho2005CSTheChristmasInvasion the Sycorax]]. Shakespeare uses the name for [[Theatre/TheTempest one of his characters]].
** The Doctor [[Recap/DoctorWhoNSS2E1NewEarth once again]] is forced to tell a companion "No, don't do that" after they attempt to use an fake accent.
* DescriptionCut: The Doctor saying that Shakespeare is a wordsmith and bound to say something wonderful, only for the man himself to just rudely tell everyone to shut up.
* {{Doomsayer}}: He's quite delighted that the end of the world is happening, crying: "I told ye so! I told ye so!"
* DrivesLikeCrazy: Martha is a little alarmed at her first [=TARDIS=] trip and asks if you have to pass a test to fly it. The Doctor replies that you do, and he failed it.
* {{Foreshadowing}}
** Martha's concern [[NoEqualOpportunityTimeTravel old-timey racism]] was rightly founded in a following episode.
** The power of words is a major element in the series finale.
* TheExitIsThatWay: When the Doctor and Martha stumble out of All Hallow's Way to get to the theatre, Martha asks the Doctor if he's going the right way. He claims he is... cue a quick shot of him running in the opposite direction, muttering 'wrong way'.
* GrandfatherParadox:
-->'''Martha:''' What if I kill my grandfather?\\
'''The Doctor:''' Are you ''planning'' to?
* HaveWeMetYet: Inverted -- the Queen immediately recognises the Doctor from a meeting that hasn't happened to him yet.
* HistoricalHeroUpgrade: Creator/WilliamShakespeare.
* HistoricalInJoke
** ''[[https://secure.wikimedia.org/wikipedia/en/wiki/Love%27s_Labour%27s_Won Love's Labour's Won]]'' is a lost play today because it was commandeered into a spell to release the Carrionite race. When the spell is reversed, the play vanishes along with the Carrionites.
** The Doctor feeding Shakespeare his own lines. Specifically, it resolves the BrickJoke of the Sycorax set up in [[Recap/DoctorWho2005CSTheChristmasInvasion "The Christmas Invasion"]]; Sycorax is a witch mentioned in ''Theatre/TheTempest'', and where Shakespeare got the name is a bit of an academic mystery -- as far as anyone can find she's not a figure from mythology, and if it's a MeaningfulName it's far from obvious what the meaning is. "The Christmas Invasion" used it as the name of an alien species, with no explanation / comment, and in this episode Shakespeare hears the Doctor talking about them and likes the sound of it.
* HistoricalVillainUpgrade: Queen Elizabeth I in the end. While she really did have her faults, ordering her soldiers to murder a man on sight in her presence without a trial was not among them.
* HoistByHisOwnPetard: The Carrionites are defeated by Shakespeare using language, their own source of power, against them.
* ItOnlyWorksOnce: The power of a TrueName.
* LeaningOnTheFourthWall: The Doctor's comment about academics punching the air works for his own revelation, but also lampshading that academics watching the show who advocate that view are likely having that reaction.
* MagicFromTechnology: Sort of. The Doctor points out that the Carrionites' powers only seem like magic because earth's science is maths-derived while the Carrionites instead learned how to [[WordsCanBreakMyBones manipulate words]].
* MomentKiller: For once it's not the Doctor who does this.
-->'''Shakespeare:''' [[ObliviousToLove The Doctor may]] [[{{Foreshadowing}} never kiss you]]; why not entertain a man who will?\\
'''Martha:''' I don't know how to tell you this, oh great genius, but... your breath doesn't half stink.
* MrFanservice: Will Shakespeare himself. It helps that this story happens before he lost his hair. Lampshaded almost immediately when Martha notes how different he looks from the portraits, and the Doctor telling him not to rub his hair too much, or he'll go bald.
* NamesToRunAwayFromReallyFast: Mother Doomfinger and Mother Bloodtide. The species name Carrionite as well.
* NoodleIncident: Whatever got the Doctor to be named as Elizabeth's mortal enemy.
** "I can't wait to find out!"
* NoSell: Shakespeare is too good for the Doctor's psychic paper.
* ObliviousToLove: The Doctor doesn't realise how ThereIsOnlyOneBed can be interpreted; even more what it means when a young attractive woman accepts.
-->'''The Doctor:''' There's something I'm missing, Martha. ''(She turns to lie face-to-face with him, their eyes inches apart)'' Something really close, staring me right in the face and I can't see it. ''(pause)'' Rose would know. That friend of mine, Rose. Right now, she'd say exactly the right thing. ''(flops back over on his back)'' Still, can't be helped. You're a novice, never mind. I'll take you back home tomorrow.\\
'''Martha:''' (''hurt and angry'') Great! (''she turns her back on him and blows out the candle'')
* PlayingPossum: The Doctor does this to convince Lilith to leave after the first stab.
* ThePowerOfActing: The right word in the right time in the right place stirring the proper emotion can draw on a power as old as the Eternals themselves.
* RhymesOnADime: The witches, whether they're incanting or not.
* RunningGag
** "No... no, don't do that" makes another appearance. In this case, Martha's attempt to speak ye olde English with ye shitey accent.
** Within the episode, "I might use that!" when the Doctor gives William an idea or two.
** Subverted with [[Literature/DoNotGoGentleIntoThatGoodNight "Rage, rage against the dying of the light"]], which the Doctor says Shakespeare can't use because it's someone else's -- or will be in a few hundred years.
* SavingTheWorldWithArt: The world is saved by iambic pentameter and a ''Literature/HarryPotter'' quote.
* SealedEvilInACan: The Carrionites.
* ShakespeareInFiction: Of course.
* SherlockScan: Shakespeare is very good at picking out the unusual details of the Doctor and his companion, and by the end of the episode has worked out who they are.
* ShoutOut
** To ''Literature/HarryPotter'':
*** The Doctor tells Martha, "Wait until you read [[Literature/HarryPotterAndTheDeathlyHallows Book 7]]. Oh, I cried." It's called book 7 simply because the book's title of ''Literature/HarryPotterAndTheDeathlyHallows'' hadn't been announced. The fact the book ended up being an emotional read in real life was a mixture of GenreSavvy and lucky guess on the part of the writer.
*** The witches are finally destroyed with a shout of "Expelliarmus!" The Doctor reacts to the destruction by shouting, "Good old [[Creator/JKRowling J. K.]]!"
** There's one towards ''Film/BackToTheFuture''.
** The Doctor says that Martha is from [[Film/DuckSoup Freedonia.]]
* ShoutOutToShakespeare: The episode contained a veiled reference to Sonnet 57 (among many, many less subtle references, natch).
--> '''The Doctor:''' [[ItMakesSenseInContext Come on! We can have a good flirt later.]]
--> '''Shakespeare:''' [[HoYay Is that a promise, Doctor?]]
--> '''The Doctor:''' Oh, fifty-seven academics just punched the air.
* ThereIsOnlyOneBed: There's just one double bed in the room the Doctor and Martha share. The Doctor doesn't find this situation uncomfortable at all.
* TrueName: The bane of the Carrionites.
* WordsCanBreakMyBones: A Carrionite's weakness.
* WeaponsGradeVocabulary: The witches are finally destroyed with a shout of "[[Literature/HarryPotter Expelliarmus!]]" The Doctor reacts to the destruction by shouting, "Good old [[Creator/JKRowling J. K.]]!"
* YeOldeButcheredeEnglishe: Martha tries this with "Verily! Forsooth! Egads!" The Doctor replies "[[RunningGag No... no, don't do that.]]"
* YouAreBetterThanYouThinkYouAre. Faced with the burden of crafting words powerful enough to bind the Carrionites back into their prison, Shakespeare has a brief moment of crisis when the Doctor boosts him back up by telling him he is the one true genius capable of stopping them.