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Rachel was a woman who lived in West Hollywood. Her daughter Aylisha had been taken from her because city officials thought she was using drugs.
Rachel was paid by someone she called the "boss" to care of the Second Doctor, Jamie McCrimmon and Victoria Waterfield, who had had their faces removed. Rachel had them sleep in her basement, and she took them out on Thursdays to get tattoos on their blank faces.
That night, Rachel got drunk and listened to her "kids" talk. She heard Jamie say he suspected Rachel of having their faces in a couple of jars. She brought him upstairs to show him that she had coins and rubber bands in the jars. When Jamie grabbed her hand and took the basement key from her, freeing the other two, Rachel started crying and asked them to stay. When the Doctor convinced Jamie that it would be dangerous to leave, and they went back downstairs, Rachel angrily threw the key outside.
The next day, Rachel went to Face-Painter to get a tattoo for herself. Face-Painter told her that she had broken the rules, that she could only come on Thursdays. He grabbed her face, and she realised that he had no face. She realised he was going to punish her, and assumed he wouldn't take her ears because he knew how much she hated noise. (PROSE: Face-Painter)