Editor’s note: The below recap contains spoilers for Doctor Who Season 2 Episode 3.
After the momentous 60th anniversary of Doctor Who two years ago, the talented Russell T. Davies has revitalized the series, creating an inviting path for new fans as it embarks on an exciting journey with Disney+. However, this fresh start does not mean that the show’s rich and intricate history has been neglected; much of that legacy has been shaped by Davies himself. With the episode titled “The Well,” Davies collaborates with writer Sharma Angel Walfall to craft a remarkable sequel to “Midnight” — a 2008 episode revered as one of the most profound and spine-chilling installments in the entire Doctor Who franchise. Given the lasting impact of “Midnight,” any follow-up would be daunting, yet Davies and Walfall have successfully risen to the challenge, aided by the direction of the talented Amanda Brotchie.
In “The Well,” both Ncuti Gatwa and Varada Sethu deliver performances that shine even brighter than in their initial episodes, while the supporting cast, including Rose Ayling-Ellis, Caoilfhionn Dunne, and Bethany Antonia, contribute to making this episode unforgettable for years to come. Although “The Well” begins with a slow burn, dedicated Doctor Who fans may recognize subtle clues in the first half that heighten the drama of the Doctor’s ultimate revelation about his previous experiences in this very place. This episode offers a unique perspective, improving upon “Midnight” by placing Belinda at the center of the action, unlike Donna (Catherine Tate), who is notably absent from the core narrative. Consequently, the more devastating moments are given ample space to resonate. “The Well” transcends simply rehashing “Midnight,” evolving both the entity’s nature and the characters’ responses to it, ultimately delivering an unsettling and memorable conclusion.
Immerse Yourself in the Slow-Burn Horror of ‘Doctor Who’s “The Well”
The episode commences with Belinda assisting the Doctor in piloting the TARDIS. They find themselves bouncing off May 24, unable to return to Earth any later than the day Belinda originally departed. With the TARDIS functioning properly, Belinda curiously inquires: “If there’s nothing wrong with the ship, what’s wrong with Earth?” The Doctor responds honestly yet uncertainly, saying “I hope so,” when she asks about her family’s safety. However, upon seeing the fear in her eyes, he embraces her, kissing both her hands and assuring her that he will eventually meet her parents, portraying them all as one big happy family. When she points out that he cannot make such promises, he reaffirms that their upcoming adventure will be anything but easy.
Upon landing, they decide to take a vindicator reading to help them return to Earth. They find themselves 500,000 years into the future, and Belinda struggles to comprehend how humanity has survived for another half a million years. The Doctor reassures her that they have traversed far and wide across the galaxy by this point in time. As they change outfits, the episode features a surprising needle drop of a traditional ballad, specifically “Toxic” by Britney Spears. Exiting the TARDIS, they are immediately confronted by a lineup of soldiers, and they hastily don space helmets, looking out of place among the crowd before the floor suddenly opens, dropping them into the void of space.
Following the opening credits, the Doctor and Belinda find themselves gently deposited on a planet, their suits activating above its dark, clouded surface. They set up the vindicator and take a moment to appreciate the wonders of space travel, only to be met with soldiers who draw their weapons, demanding to know who they are and what they are doing there. The Doctor produces the psychic paper, and Belinda joins in the roleplay, claiming a higher rank and promising to vacate shortly. However, mission commander Shaya Costallian (Dunne) explains that due to the planet’s galvanic radiation, the ship cannot pick them up for another five hours.
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Shay elaborates that their mission involves investigating a troubling incident at a mining facility, which has been out of communication for several weeks. Mo (Antonia) expresses cautious optimism, stating that they are too far away to detect heartbeats, but Shaya remains pessimistic, asserting that hope is irrelevant. Upon arrival, they can only enter the facility in groups of six, a seemingly minor detail that ultimately plays a crucial and tragic role in the episode’s climax. Once inside, they remove their helmets, and the Doctor and Belinda even go so far as to shed their armor. Cassio (Christopher Chung</strong), a meticulous soldier, is irritated by their casualness and insists they keep their suits on, firmly requesting that the Doctor refrain from calling him “babes,” to which the Doctor playfully responds, “Okay, hun.”
As they explore the base, they discover numerous dead bodies, victims of violent assaults, with broken necks and fatal gunshot wounds scattered throughout. The eerie atmosphere is accentuated by the broken mirrors in every room, leaving the space in a disturbing state of chaos. Personal items like plants and children’s drawings add a haunting reminder of the lives once lived there. Cassio insists that if they don’t find anyone, they should leave and destroy the site from orbit — just as Mo discovers a heartbeat coming from behind a closed door. The Doctor suggests that the source could be either a survivor or the killer, noting that it could potentially be both (and, as the viewer soon learns, he is correct) before pushing the door open to reveal a woman sitting on a cargo crate, seemingly in shock.
This woman, Aliss Fenley (Ayling-Ellis), is deaf, and the Doctor immediately communicates with her using sign language. She desperately pleads to return to her home planet, where her 2-year-old daughter awaits her. Upon noticing the lifeless body beside her, she admits that she killed her friend, but insists it was in self-defense, as her friend was about to take her life. Mo verifies her identity against the crew manifest, confirming her truthfulness. As the Doctor continues to sign with Aliss, the soldiers utilize devices to project subtitles of their conversation on a screen for her to follow along. Doctor Who cleverly reminds viewers that, in the future, individuals with disabilities are not marginalized; instead, humanity adapts to accommodate them.
“The Well” Transports “Midnight” 400,000 Years Ahead in ‘Doctor Who’
Upon entering the control room, which houses the titular well, the Doctor observes that there are no bodies present, suggesting that everyone may have fled from this location first. A restraining bolt is affixed to the system, blocking access to crucial data. Shaya skillfully shoots it off, boasting about her marksmanship as she recounts her improbable survival from a childhood fraught with beasts and monsters. When the Doctor attempts to engage in casual conversation about her home planet, she and Cassio inform him that they have never heard of Earth, implying that it may as well not exist. Meanwhile, in the room with Aliss, Belinda encounters the same issue when she humorously states that their presence has brought their numbers up to an unlucky 13; the others have no clue what she means when she references Earth or humanity. While attempting to explain, Belinda is taken aback, believing she sees something lurking behind Aliss. Upon closer inspection, she dismisses it as mere paranoia, determined not to incite fear among the soldiers toward Aliss, whom she staunchly believes to be innocent.
In the control room, the Doctor uses his sonic screwdriver to restore the computer systems, accessing footage from the day the chaos ensued, just as another group of soldiers arrives to confirm that Aliss is the last person alive. While Belinda tends to Aliss’s injuries, she is eager to ask more questions about humanity, but is abruptly startled again by a shadow moving just behind Aliss. This unexpected movement triggers alarm among the others, and Aliss turns to prove that there is nothing behind her, insisting that she is clean. However, another soldier thinks he sees something as well, but he quickly dismisses it as paranoia, feeling it is impossible. Aliss pleads with them, asserting that this is precisely what led everyone to madness and violence before, asking them to merely leave her alone.
One soldier directs another to circle around Aliss while maintaining eye contact with her. Back in the control room, the Doctor zooms in on a soldier’s frantic pleas, “We don’t know what it is,” echoing in the background, igniting a memory in him. Drawing from his extensive knowledge, the Doctor begins to piece together the planet’s history, surrounded by galvanic radiation, confirming Shaya’s account that the planet once orbited an xtonic star and was once covered in diamonds. He realizes the planet was called Midnight 400,000 years ago. Racing back to Belinda in horror, viewers witness a soldier’s neck snap as she is violently thrown across the room the moment she steps behind Aliss.
When the Doctor and the soldiers return, Belinda adamantly argues that Aliss is not the one causing harm, but the soldiers remain skeptical, given their friend’s demise. Finally, Aliss admits she has been withholding information — something is indeed behind her, but it is invisible and unstoppable. She reveals that whatever it was emerged from the well, and witnesses reported it laughing, sending a chill through the room. Shaya insists on listening to the Doctor despite mounting dissent among her ranks, but the Doctor urges them to heed Belinda. Belinda explains that if someone walks behind Aliss, and thus behind the entity attached to her, they will face death. The Doctor realizes that if it were a clock face, one would meet their end at midnight — a twisted joke from the creature that reflects its sinister history.
When Cassio questions why they can’t simply shoot the creature through Aliss, she laughs bitterly, pointing out that it would never be that straightforward. Killing the host only transfers the creature to another person, remaining attached until that person dies. The Doctor shares his past encounter with a vile entity on this planet, stating he has never experienced fear like that before. When asked about the creature’s actions, he ominously states that it reveled in the terror it instigated. What makes “Midnight” so compelling is the way the mob mentality among the passengers trapped with the Doctor becomes a villain in itself. The creature thrives on the chaos and danger posed by its prey, delighting in how quickly they turn on each other when faced with the unknown. “The Well” captures this essence masterfully.
Frustrated with the Doctor’s cautious approach, Cassio decides to take matters into his own hands, attempting to eliminate the threat by any means necessary, even if it means harming Aliss. He stages a coup to take command from Shaya. Unfortunately, this “shoot first, ask questions later” attitude is exactly what the monster desires. Cassio instructs another soldier to perform the same maneuver that just claimed their comrade’s life, and the Doctor urges everyone else to look away to save themselves. Chaos ensues as the soldier is launched into the air and killed. Cassio continues to act in unison with Aliss, sending multiple bodies flying, while the Doctor desperately pleads for them to stop. Shaya intervenes, making the decisive choice to protect Aliss by projecting her speech onto Cassio’s display screen, positioning herself in front of Aliss, resulting in Cassio’s demise at the hands of the entity. The Doctor’s disappointment is palpable, as he always yearns to find a solution where everyone survives, but Shaya’s actions ultimately bring an end to the rampage.
‘Doctor Who’s “Midnight” Sequel Achieves the Perfect Blend of Devastation and Hope
In the aftermath of such profound loss, Shaya declares that they have no choice but to abandon the mission and label it a failure. She tells Aliss that she cannot accompany them because she is deemed contaminated, a painful decision for her. However, the Doctor and Belinda firmly assert that they cannot simply leave her behind, as Aliss pleads with them not to turn their backs on her, both literally and metaphorically. Turning to Aliss, the Doctor apologizes and activates his screen to include her in their dialogue, directly addressing the creature lurking behind her. He peers into the void, contemplating whether Aliss’s immunity to madness stems from her inability to hear the whispers of the entity. The Doctor engages in a one-sided conversation with the malevolent being, yet Gatwa’s expressions reveal the terror he feels beneath his composed demeanor.
Despite his tears, the Doctor devises a plan while communicating with the entity, suddenly exclaiming, “It’s behind you.” Aliss is already aware of this, but the Doctor is referring to their escape route. With confidence, as his theme music swells, he leaps into action, manipulating machinery while instructing everyone for their grand escape. If the entity attached to Aliss is typically destroyed, what if the creature behind it is its own self? The Doctor instructs Shaya to shoot the pipe behind Aliss, creating a reflective curtain of mercury — essentially a mirror the creature cannot penetrate. As everything aligns, Aliss is freed from the entity’s grasp, and the group makes a frantic dash toward the airlock. Ever curious and reckless, the Doctor hesitates, wishing to catch a glimpse of the creature.
The episode skillfully only allows fleeting glimpses of the creature, maintaining an air of mystery and fear. Part of what made “Midnight” terrifying was the invisible nature of the monster. The shadowy forms and distant frames we witness now enhance the horror, resembling a shadow with teeth. As the Doctor and Belinda reach the airlock, they find themselves among the second batch of survivors, with Aliss and the few soldiers who survived being transported back to the surface. The young mother expresses her gratitude to the Doctor through sign language before the door closes. They hurriedly put their gear back on with assistance from Mo and Shaya, preparing to flee the moment the airlock opens, but they soon realize they are not quick enough as the unseen entity crashes into the room. The airlock returns, but the Doctor prevents them from leaving, knowing the creature is now among them. One by one, they deny its presence until the focus lands on a terrified Belinda, who realizes she can hear the whispers, confirming its attachment to her.
Varada Sethu has consistently demonstrated her exceptional compatibility with Gatwa’s Doctor, and “The Well” solidifies her position as one of the greatest Doctor Who companions of all time. The Doctor offers himself to the creature, attempting to negotiate sanctuary yet again since his previous encounter in “Midnight,” only to find himself immobilized. Despite his noble efforts to convince a 500,000-year-old malevolent entity to retreat peacefully, it is Shaya who takes decisive action, reminiscent of the hostess in “Midnight.” Recognizing that if she shoots Belinda at the precise location, the entity will transfer its attachment to her, Shaya makes the choice for them all, fleeing with the creature now bound to her. She runs towards the well, sharing her survival story, feeling a sense of peace in her final act as she smiles back at the Doctor, who feels her loss deeply.
Shaya’s sacrifice, unlike the hasty decision of the hostess in “Midnight,” carries significant weight, as it is given ample time to resonate within the episode. Witnessing both acts feels like having the breath knocked out of the room as the Doctor observes the tragic heroism of ordinary individuals. Back at the airlock, Mo and the Doctor manage to save Belinda, and the trio escapes safely back to the ship. Once aboard the TARDIS, Belinda awakens, and the Doctor reassures her that she is safe and that her heart (where she was shot) has completely healed. Though he couldn’t save Shaya, he conveys to Belinda that her sacrifice was not in vain. As they rest together on the TARDIS floor, Belinda wonders aloud about Earth’s fate, and the Doctor, feeling particularly candid after their harrowing experience, admits he does not know.
Aboard the spaceship, Mo informs her superior that Shaya deserves posthumous recognition for her sacrifice, stating that Cassio did his best. She mentions that the Doctor suggested they follow Cassio’s advice to destroy the site and never return. It’s revealed that Mrs. Flood is the superior she is addressing, and she begins to inquire about the vindicator. As the narrative unfolds, her recurring appearances begin to evoke a sense of déjà vu akin to Susan Twist’s appearances in Season 1. Just as Mo hears the TARDIS taking off, she rushes out of her meeting, catching a glimpse of it disappearing. When another soldier approaches, they share their mutual horrors from the surface, but her friend gazes at her with unease, as if sensing something behind her, before dismissing it and instilling pure fear in Mo’s heart. While the audience never witnesses the shadow move behind Mo, concluding on such an ambiguous note cleverly leaves viewers unsettled, questioning whether the entity has escaped, and “The Well” solidifies its place among the finest horror episodes of Doctor Who, illustrating that while the unknown can be magical and majestic, it can equally be devastating and deadly.
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