The first thing I'll say about this episode is that I think you need to rewatch it a few times to really get to grips with it. There are a lot of little hints and bits of explanation in the dialogue which are easy to miss if you're too focused on the humour and mystery and it can make some of the plot and setting not make too much sense. I also think Moffat possibly squeezed a little too much into this and there wasn't time to explain it all.
One thing I actually enjoy is the Doctor's decisiveness about lobotomising the Star Whale. It's always nice when philosophical conundra are presented to us in Doctor Who and I find it extremely refreshing to see that he's clearly reached his own conclusions about this kind of issue and that he's just trying to make a decision when no one else will. It's an ugly decision to make but one he feels he has to make, and this isn't the Übermensch Doctor we've seen previously, this is a Doctor who's willing to take responsibility when no one else has the courage. I also find it satisfying that Amy realises what's going on, because surely the Doctor would lack the perspective to see things the way she does. She realises the Star Whale's motivations from observing the Doctor; it's not like he can observe himself. He just thinks he has to make the best of a bad situation.
That being said it's very nice to see the way the Doctor analyses their environment upon arrival all from the sight of Mandy crying silently. Nonetheless there's a lot of creepiness in this story which goes unexplained. For instance, why do the Smilers exist at all? What are they for? How come Hawthorne's henchmen are half-Smiler and half-human? What does it matter, and what difference does it make? Why does the little girl in the elevator recite that poem? Why does the voting booth have a record button - wouldn't that let you do exactly what Amy does and warn yourself post-forgetting, rather contradicting the purpose of the memory erasure? If they're given the choice to vote, why are protesters fed to the Star Whale? Why not just not give them the choice? I guess it's a trick in case people refuse to press 'Forget', and it is a police state after all. Also, what's with the disposed-of children? Are they mind-controlled or something?
It's nice to see them actually rationalise the low technological level of Starship UK so that it's easier to suspend disbelief about the brick buildings and the wind-up lights and so on. The Doctor's glass-of-water method of determining that there are no engines is clever and there isn't really too much technobabble in the episode at all. That being said, if Hawthorne and his men are meant to be protecting the secrets of Starship UK, why do they inform Liz Ten about the Doctor's presence? Why not just hide it from her, if she keeps investigating where they don't want her to? It feels as if there are layers of duplicity and conspiracy which go more or less unexplained, and that is to a significant extent the problem with this story. It feels like it either needed to have some stuff cut out or be expanded into a two-parter. That being said any issues are more or less carried by Matt Smith's cracking performance as the Doctor and Karen Gillan doing a marvellous job as Amy Pond. They're both very characterful and very funny and it's even good to see the Doctor crack and start shouting at Amy and Liz Ten. He's been so calm up until now that it's so much more effective than constant ranting. The discussion of the merits and pitfalls of democracy are also reassuring because they're actually a bit of a statement and as I said at the beginning the Doctor's decision is a nice bit of philosophy in action. That being said if I was the Star Whale and had been tortured for hundreds of years until Amy Pond finally released me I think I'd feel as if these people didn't exactly deserve my help and would run away but I guess it still wants to look after the children. Regardless, it's a good episode if a little overstuffed and works best with a few repeat viewings.
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