[[caption-width-right:349:You don't need sound to be a LargeHam.]]

-> '''The Doctor:''' The last time, with Martha, it got complicated. And that was all my fault. I just want a mate.\\
'''Donna:''' You just want to ''mate?''\\
'''The Doctor:''' ''A'' mate! I just want '''a''' mate!\\
'''Donna:''' Well, you're not matin' with me, sunshine!

The one with [[MemeticMutation that scene where the Doctor pokes his head over a cubicle.]]

Written by Creator/RussellTDavies.

Martha has elected to leave the Doctor to deal with his own stuff while she gets on dealing with hers. The Doctor can't really argue with that point -- though he does have the courtesy to look like he's sorry -- so he's alone again. In the previous Christmas special, we saw him deciding not to take on any more companions for now, for fear of breaking their hearts, ruining their lives, and/or getting them killed.

Meanwhile, Donna Noble -- [[Recap/DoctorWho2006CSTheRunawayBride remember Donna?]] -- has been drifting through life, more or less aimlessly, and ruing the day she turned the Doctor down. She's become a bit more introspective and bit less confident, enough to anger Sylvia (her mum) and worry Wilfred (her granddad, previously seen [[Recap/DoctorWho2007CSVoyageOfTheDamned selling newspapers and chatting with the Doctor]]). The fact that [[ActorExistenceFailure her father has died in the meantime]] made things worse. In short, she's been having a horrible year.

One day, her strategy of seeking out weird happenings (on the grounds that where there's weirdness, there's probably a Doctor) pays off, when both she and the Doctor end up investigating a miraculous weight loss program.

The secret? Alien parasites.

The Doctor and Donna finally run into each other, but by then the aliens' EvilPlan of breeding disturbingly adorable baby Adipose out of living human fat has gone out of control, and entire people are beginning to dissolve. Fortunately, the Doctor saves the day, Donna gets to see the stars, and even the baby Adipose get a happy ending. The villainous Miss Foster, however, is killed by the alien race she was hired by.

Donna calls the Doctor out again on the last time he faced a group of alien babies, which he murdered, and asks him if he's mellowed out since then. The Doctor reluctantly confirms that Martha's been keeping him in check, but that things didn't work out with her as a companion regardless. "She fancied me," he elaborates. Donna invites herself into his TARDIS, but the Doctor says that he's not looking for yet another companion who'll develop feelings for him and end up with a ruined life -- Sarah Jane, Rose, Martha, and Astrid were all quite enough of that. Donna assures him that he's not going to get any from her ''ever'', and unlike Martha, she means it.

Before leaving, Donna gives a message to a strange woman. The woman turns around... to reveal none other than Rose Tyler, who mysteriously vanishes.


* ArcWords:
** "If that man's an alien, then he's alerted the Shadow Proclamation."
** "What do you mean 'the bees are disappearing'?"
* ArtisticLicenseAstronomy: Wilfred's telescope is at far too high an angle to see Venus. Venus, being the closer planet to the sun, is ''always'' near the horizon around dawn and dusk, and thus never up high in the sky.
* BaitAndSwitch: After discovering that someone has stolen one of the Adipose necklaces, Miss Foster reviews the office security footage on her computer (with the monitor facing away from the camera) and says, "Oh, yes. There she is." Naturally, the audience assumes that Donna's been rumbled. It isn't until the SearchingTheStalls moment later that it's revealed that [[IntrepidReporter Penny Carter]] was who Foster had spotted.
* BavarianFireDrill:
** Both the Doctor and Donna, independently.
--->'''Donna:''' ''[walks through the front door and shows an ID to the security guard]'' Donna Noble, Health and Safety.\\
'''The Doctor:''' ''[sonics the emergency exit and shows his psychic paper to a passing official]'' John Smith, Health and Safety.
** Later, when the Doctor is watching the presentation from the projection booth: "John Smith, Health and Safety... Film Department."
* BodyHorror: The Adipose form inside a human's body and then eject themselves from their host. It's ''cute'' Body Horror, but Body Horror nonetheless.
* BondVillainStupidity: The Doctor says "Wait wait, now hold on!" and his enemies ''listen to him and hold their fire'', allowing him to use his sonic screwdriver and a sonic pen he'd gotten a hold of to create a sonic wave to disable the bad guys. See below.
* BrownNote: What happens when you hold two sonic devices against each other (though apparently it doesn't affect Time Lords).
* ButtMonkey: Captured and tied up several times; ultimately forgotten and has to run away with the chair she's tied to. Poor Penny Carter just ''cannot'' catch a break. Admittedly, [[GoingForTheBigScoop she's not exactly doing a great job staying out of trouble, either]].
* ChekhovsGun: The Adipose necklace, and specifically the fact that [[StrangeMindsThinkAlike the Doctor and Donna both steal one]]. It's a remote control for inducing birth.
* ChickMagnet: In case we hadn't noticed by now: when the Doctor's pretending to be a Health and Safety inspector, the telemarketer whose cubicle he stopped by slips him her number as he leaves. He gets rather flustered and tells her that accepting phone numbers is against regulations.
* ComicallyMissingThePoint: Subverted. As quoted below, the Doctor assumes that the loss of the Adiposian First Family's breeding planet was literal when Miss Foster explains why she was hired, but Miss Foster's response implies that it was metaphorical, due to local politics. ''Miss Foster'' is the one who's missed the point, as the Doctor's assumption is [[Recap/DoctorWhoS30E12TheStolenEarth absolutely]] [[Recap/DoctorWhoS30E13JourneysEnd correct]].
* ContinuityNod:
-->'''The Doctor:''' I've met [[Recap/DoctorWhoS28E1NewEarth cat]] [[Recap/DoctorWhoS29E3Gridlock people]]... you're nothing like them.
* ContrivedCoincidence: The Doctor and Donna investigating in the same building simultaneously, questioning workers in the same office at the same time, using the same printer, running down parallel streets and parking their transports in the same street without [[HilarityEnsues ever]] [[MissedHimByThatMuch seeing the other]] is portrayed as pure coincidence. Until "[[Recap/DoctorWhoS30E13JourneysEnd Journey's End]]" implied it was fate via the TimeyWimeyBall and one rebellious Dalek.
* CorruptCorporateExecutive: Miss Foster is the head of Adipose Industries and a "space super-nanny". She's going to murder over a million people to give birth to a million Adipose for her clients.
* CuteLittleFangs: The Adipose babies!
* DamselInDistress: Penny Carter gets captured and tied up by Foster's thugs twice, the second time after ignoring the Doctor's advice to GetOut.
* DidNotThinkThisThrough: Miss Foster is convinced that, as the "nanny" of the baby Adipose, she'll be welcomed with open arms by the First Family. There are two problems. One, once babies have been born, they no longer need a nanny. Two, and more importantly, using a "level five" planet as a breeding ground is a strict violation of intergalactic law...and Miss Foster is the only evidence that links the children to the Earth. Cue...
* DisneyVillainDeath: Miss Foster is elevated over a skyscraper by her employers, presumably to leave the planet. Then they cut off the beam. SPLAT!
* DramaticallyMissingThePoint: An unusual example relating to the season MythArc. Miss Foster didn't realize that when her employers told her they lost their breeding planet, they meant it ''literally''. Rusty was clearly trying to trip up the audience with this one.
-->'''Miss Foster:''' I've been employed by the Adiposian First Family to foster a new generation after their breeding planet was lost.\\
'''The Doctor:''' What do you mean, lost? How d'you ''lose'' a planet?\\
'''Miss Foster:''' Oh, the politics are none of my concern. I'm just here to look after the children on behalf of the parents.
* EmptyPilesOfClothing: All that's left of the unfortunate Stacey Campbell after she's fully converted into Adipose.
* EstablishingCharacterMoment: For anyone who missed or forgot her appearance back in "[[Recap/DoctorWho2006CSTheRunawayBride The Runaway Bride]]", Sylvia Noble first shows up treating Donna like a wayward teenager, then spends a good amount of time (suggested to be longer than shown) nagging Donna about her choices in life. [[SarcasmMode What a great mother she is.]]
-->"It's no good just ''sitting'' there, this isn't the 1980s anymore. No one's unemployed these days, except ''you''!"
* EvenEvilHasLovedOnes: Miss Foster does seem to genuinely consider the baby Adipose her own children, even though she's their nanny. Too bad her employers don't feel the same.
* EvilGloating: Foster explaining her entire scheme to Penny, which also informs the Doctor and Donna about what her plan is.
* ExactWords: Adipose -- ''The fat just walks away.''
* {{Expy}}: Miss Foster, of [[Series/TheSarahJaneAdventures Miss Wormwood]].
* FaceRevealingTurn: The blonde woman Donna asks to tell her mother where Donna's left the car keys does this after Donna runs off, revealing herself to be Rose Tyler.
* FailedASpotCheck: For laughs. Wilfred Mott, stargazing with headphones on, fails to see the extremely loud and visible Adipose spaceship lower over the city [[LookBehindYou behind him]]. (Although he does get to see the TARDIS at the end of the episode.)
* {{Foreshadowing}}:
** An [[Recap/DoctorWhoS30E4TheSontaranStratagem ATMOS]] sticker is visible on the taxi when the driver speaks to Donna.
** The Shadow Proclamation, last mentioned in "[[Recap/DoctorWhoS28E11FearHer Fear Her]]", is mentioned again in this episode.
** Rose's appearance at the end of the episode. She's supposed to be in an alternate universe.
** Planet Adipose III having been "lost".
** Donna mentions the bees disappearing.
* GetOut: After the Doctor frees Penny Carter, he tells her to do exactly this. She doesn't listen, and gets captured again.
* GilliganCut: The Doctor tells Donna he's locked the controls of the window washers' cart with a "sonic cage", so Miss Foster can't undo it unless she has a sonic device of her own, which is in his words "very unlikely". Naturally, the next thing we see is Foster wielding her sonic pen.
* GravityIsAHarshMistress: Miss Foster has just enough time for an OhCrap moment before the drop, looking for all the world like [[WesternAnimation/WileECoyoteandtheRoadRunner Wile E. Coyote]]. Possibly justified, there may be [[BuffySpeak residual floaty from the lifty beam]].
* GoingForTheBigScoop: Reporter Penny Carter decides to hide in the ladies' room after hours in order to find out Adipose Industries' secret.
* HamToHamCombat: The Doctor and Donna have what may be the first ''silent'' example in the history of film and television, when they spot each other through the windows on opposite sides of Foster's office.
* InfantImmortality: PlayingWithATrope. Some Adipose get run over by a taxi, but the Doctor decides against violent action against them ''because'' they are children. Bonus points for not being born starving, unlike the Racnoss.
* IntrepidReporter: Penny Carter, science correspondent for the ''Observer'', really wants to know the secret of Adipose Industries' diet pills.
* IsThatAThreat:
-->'''The Doctor:''' Seeding a level five planet is against galactic law.\\
'''Matron Cofelia:''' Are you threatening me?\\
'''The Doctor:''' I'm trying to help you, matron. This is your one chance.
* ItWorksItself: "The fat just walks away."
* JumpedAtTheCall: Donna is PlayingWithATrope. She refused the call in her intro, then soon regretted that decision and went looking for the call so she could jump on it. She's ''ecstatic'' when she finds the Doctor.
* LastSecondChance: The Doctor gives Miss Foster her "one chance", as he does to all his villains. As usual, she refuses.
* LeaveNoWitnesses: Miss Foster kills a woman who sees an Adipose. Miss Foster herself is one such witness.
* LimitedWardrobe: Donna, upon reuniting with the Doctor:
-->'''Donna:''' You're even wearing the same suit!... Don't you ever change?"
* LockedUpAndLeftBehind: Penny Carter is captured and tied up by Foster's thugs twice, the second time after being freed by the Doctor and advised to leave. She turns up at the end carrying the chair she's still tied to, and somewhat peeved about the whole thing.
* LoudOfWar:
-->'''The Doctor:''' Now hold on hold on! One more thing, before dying; do you know what happens when you hold two identical sonic devices against each other?\\
'''Miss Foster:''' No.\\
'''The Doctor:''' Nor me! Let's find out~!
* LudicrousGibs: Though not actually ''shown'', this is what most likely happens to Miss Foster, since we hear a nice "splat!" sound effect after she falls to her death.
* MayContainEvil: The "may" part is unusually accurate -- the basic setting turns unwanted fat into a cute alien child, which is bizarre but doesn't do any harm. The Doctor even admits that "as a diet plan, it sort of works."
* MeaningfulBackgroundEvent: If you pay attention to the Doctor and Donna's silent reunion, Miss Foster stops talking to Penny Carter about ten seconds in.
* MeaningfulName:
** Adipose is the scientific term for fat.
** Miss Foster [[LampshadeHanging pointed out]] that her name was supposed to be a clue. [[DontExplainTheJoke As in foster mother.]]
* MissedHimByThatMuch: Played for laughs, with a certain degree of irony. Donna and the Doctor both sneak into the same office building through different entrances (using the same "health and safety" cover story) ''twice'', crash the same product presentation (Donna sits in the actual audience and looks like a journalist, while the Doctor watches in the projection booth), and both creatively acquire a list of customers from two office workers with cubicles literally three metres away -- and who print out the lists on the same networked printer -- without ever seeing each other. Later, we have Donna parking her car and walking away, and mere moments later the TARDIS parks right down the alley; both running down intersecting streets and stopping just short of the actual intersection; and so forth. Donna even lampshades the trope by listing off a number of bizarre events that she investigated, believing the Doctor to have been involved, but dismisses the one where the ''Titanic'' almost crashed into Buckingham Palace... which was the only one that the Doctor was ''actually present for''.
* MonsterIsAMommy: Technically, Miss Foster is a ''foster mother''. Her employers are the real parents, and that distinction proves fatal when the Adiposian First Family realizes that their nanny is a piece of evidence linking them to a crime.
* MoralityChain: In her last appearance, Donna said that the Doctor "[needs] someone to stop [him]". She notes that Martha has been fulfilling that role until recently, and the Doctor himself admits that he needs "a mate".
* NotTheFallThatKillsYou: The Doctor and Donna are falling in a window washing platform; the Doctor jams the mechanism and brings it to a stop within a second without either of them being injured.
* ObviouslyEvil: Miss Foster sounds like a slimy diet pill conwoman, because she ''is'' a slimy diet pill conwoman.
* OhCrap: Miss Foster has just enough time to get this reaction across, before she meets the pavement below.
* PlanetOfHats: Donna packed a hat box.
-->'''Donna:''' Planet of the hats? I'm ready!
* PunctuatedForEmphasis: Probably one of the only silent examples of this trope to date, thanks to two panes of glass and a room separating Donna and the Doctor and the amazing physical acting skills of one Creator/CatherineTate. She mimes a BigOMG that is also the aforementioned trope.
* RealLifeWritesThePlot: The guy from the previous episode who explained about everyone clearing out due to returns, and is revealed as Wilfred Mott, Donna's grandfather. He ''wasn't'' originally planned to be Donna's granddad, but when Howard Attfield, the actor who played Donna's father, died, Wilf was brought back, and the Geoff Noble scenes re-done with him. Howard Attfield's scenes as Geoff Noble are included as an extra on the DVD set with a nice intro from RTD.
* RidiculouslyCuteCritter: Baby Adipose are, as mentioned above, disturbingly cute.
* SaveTheVillain: The Doctor tries to warn Foster that the Adiposian First Family has betrayed her. "Oh, ''why'' does no one ever listen?"
* SciFiWritersHaveNoSenseOfScale: If the one kilogram to one Adipose conversion rule is constant then over half of Stacey Campbell's mass is unaccounted for after full parthenogenesis, considering the average person weighs about 70 kg and only 15 or so Adipose are created. It's possibly justified if the one kilo = one Adipose is specific to fat. Perhaps different bits (bones, organs, hair) of people have different conversion rates. If the actual number of Adipose created depends on ''volume'', not mass, this makes sense: fat is so light that it ''floats in water''; other tissues are denser than this, so a kilo of non-fat wouldn't have enough bulk to make an Adipose.
* SearchingTheStalls: A variant. It turns out that the bad guys are actually searching for a ''different'' person, also investigating, who happens to be in the cubicle next to Donna's.
* ShoutOut: The Adipose nursery ship has a very obvious similar appearance to the spaceships at Devil's Tower in ''Film/CloseEncountersOfTheThirdKind''.
* SmugSnake: Miss Foster thinks looking after the Adipose makes her untouchable and that the family she's working for is practically indebted to her, no matter what the Doctor tries to say. A quick drop and sudden stop also disagree with her.
* SoftGlass: Averted. When sonicing the window fails, Donna starts hitting it with a spanner... and doesn't have any more luck.
* StockEpisodeTitles: 17 uses.
* StrangeMindsThinkAlike: The Doctor and Donna both use the same cover to get inside the office building, and both steal a necklace -- without being aware that the other is doing the same thing.
* TalkingIsAFreeAction: Subverted in the Doctor and Donna's first exchange mouthing words to each other across two panes of glass and a room as they observe Miss Foster. Foster's spoken dialogue to the reporter goes conspicuously silent as they prattle on. At the very end of it, she asks, "Are we interrupting you?"
-->'''The Doctor:''' ''[who, like Donna, is in complete silence]'' Donna...?\\
'''Donna:''' Doctor!!\\
'''The Doctor:''' W-Wh... What...?\\
'''Donna:''' [[BigOMG Oh... my... GOD!!]]\\
'''The Doctor:''' H-... How?!\\
'''Donna:''' It's ''me!''\\
'''The Doctor:''' Yeah, I can see that!\\
'''Donna:''' Oh, this is ''brilliant!!''\\
'''The Doctor:''' ... what the ''hell'' are you ''doing'' there?!\\
'''Donna:''' I was looking... for you!\\
'''The Doctor:''' What for?\\
'''Donna:''' I read it on the Internet... crept along... heard them talking... ''[Donna ducks down and slowly pops back up to illustrate her point]'' ... YOU!\\
'''Miss Foster:''' ''[the only person audible in the whole exchange]'' ... are we interrupting you?\\
'''The Doctor:''' ... RUN!!
* {{Technobabble}}:
** Aside from the Creator/RussellTDavies ''Series/DoctorWho'' standard, used by Miss Foster explaining how the pill allegedly works. Her long speech full of scientific-sounding words basically boils down to, "It's absorbed by fat tissue then breaks the fat down." Hilariously enough, [[BlatantLies it's revealed later that this explanation is a wholesale fabrication]].
** It's used dramatically at one point, as the Doctor begins one of his usual technobabble explanations... then realizes he's speaking to an empty TARDIS. He lets the technobabble trail off and simply stares at the console.
* TemptingFate: According to the Doctor, Miss Foster having a sonic device of her own would be "very unlikely". [[GilliganCut Cut to]] Foster unlocking the roof doors with a sonic pen.
* TitleDrop: Miss Foster calls the Doctor and Donna "partners in crime".
* UnusuallyUninterestingSight: The Adiposian First Family somehow lost their breeding planet. When the Doctor tries asking how that happened, Miss Foster just shrugs it off.
** This winds up subverted later, though. It turns out this particular incident is ''far'' more important than it initially seemed. Miss Foster assumed that the Adiposian First Family had "lost" the planet as a country might "lose" territory in a war--that is, it's been claimed by someone else. As it happens, the Adiposians were speaking literally: the planet has completely vanished from existence.
* UnwittingInstigatorOfDoom: A somewhat downplayed example; Donna is completely unaware that her fiddling with the Adipose necklace led to Stacey Campbell's death.
%%* VertigoEffect: Used for comedic effect toward the end.
* WeightLossHorror: Adipose Industries produces a special pill that makes your fat walk away: literally, it turns body fat into a little creature called "adipose" that looks like an anthropomorphic marshmallow, which then leaves the host's body. Consuming too many adipose pills may destroy a human's body completely.
* WhamShot: Rose's sudden appearance towards the end of the episode. Not to mention her disappearing with a TARDIS-sounding "whoosh".
* WhatHappenedToTheMouse: Averted. Though Penny Carter is abandoned for the action-packed chase sequence, spaceship arrival, and death of Miss Foster in the ending, she ''does'' emerge from the office--still strapped to her chair prison--and tells the Doctor and Donna that she'll be "reporting them for madness."
* WhatMeasureIsANonCute: Donna asks the Doctor if he's going to blow up the tiny, adorable Adipose babies, but he doesn't -- as opposed to the last time they met, when he killed the omnivorous Racnoss babies.
* WhyDontYaJustShootHim: Even when Foster orders her guards to fire, they stop and wait for the Doctor to pull out his sonic screwdriver and the sonic pen and talk about what he's about to do, and they all 3 just stand there.
* WritersCannotDoMath: The numbers for how many Adipose get created are all over the place. With a million customers, full parthenogenesis should have yielded way more than just "one million birthdays" like Ms. Foster predicted. The actual count ends up being about ten thousand, which implies that 99 percent of people taking the pill somehow didn't produce a single Adipose and the remaining one percent only produced a single Adipose each before the process was halted.
* YouHaveOutlivedYourUsefulness: As the Doctor says, once mom and dad have their babies, they don't need a nanny anymore, especially a nanny that's an accomplice to a crime. Cue Miss Foster's short but [[IncrediblyLamePun impact-filled]] trip to the ground.
* YouSquared: The Doctor and Donna do this when they meet for a second time --- except they do it in mime, through a window.