Very interesting story with some good plot points but a little bland and uninspiring at times. Will watch it again and see if I feel the same way.

The Rebel Flesh and The Almost People are a strange duo of episodes. While important in that the ending of this two-parter is quite significant to the story arc of Eleven, Amy, River, and a bunch of other important details in the modern era, the main focus of the Gangers and the Rebel Flesh isn't that compelling to me. It feels like more of the same old story of lesser beings facing exploitation, which feels like ground a little too well-tread for my tastes at this point.

It's not terrible, but some of the dialogue feels very on the nose, and the more interesting aspects of this story are largely reserved for The Almost People. It really doesn't feel like this story needs to be in two parts, and it makes rewatching these episodes a fairly rough prospect for fans, I find. I found the characters outside of the Doctor and his companions pretty bland, too. I don't really care about anyone other than the Doctor, Amy, and Rory because of this, and that makes this contained base under siege style episode feel very limited because of that.

What I did appreciate was the content behind the scenes. Production managed to create a pretty compelling setting to me with a limited budget. There's good atmosphere in the story as the whole factory has a lot of good, creepy energy to it. It and the main cast manage to keep this episode from being a total snore, but it really is not that effective beyond the nice details, and not very notable beyond the fact this kicks off a bunch of major continuity points important to this era of Doctor Who.