A Worthy Horror Sequel to Russell T. Davies’ Most Terrifying Story

Editor’s note: The below recap contains spoilers for Doctor Who Season 2 Episode 3.

Following the 60th anniversary of Doctor Who two years ago, Russell T. Davies has given the series a fresh start, creating another entry point for new fans of the franchise as it finds new life on Disney+. But that doesn’t mean he’s abandoned the show’s deep history, much of which he had a hand in crafting. With “The Well,” Davies teams up with fellow scribe Sharma Angel Walfall to deliver a worthy sequel to “Midnight” — a 2008 episode widely considered to be one of the best and most terrifying episodes in the entire franchise. Given that “Midnight” remains such a highly regarded and thought-provoking episode to this day, any kind of sequel would be a tall order, but Davies and Walfall have pulled it off, with the help of director Amanda Brotchie.

Not only do Ncuti Gatwa and Varada Sethu shine even brighter than their first two episodes in “The Well,” but the performances of the supporting cast, namely Rose Ayling-Ellis, Caoilfhionn Dunne, and Bethany Antonia, make this an episode we’ll be thinking about for years. “The Well” starts off as a bit of a slow burn, but longtime Doctor Who fans may pick up on hints throughout the first half of the episode that make the Doctor’s ultimate revelation that he’s been here before all the more satisfying. In some ways, the episode even improves upon “Midnight” by having Belinda heavily involved with the action as opposed to Donna (Catherine Tate) being absent from the core of the episode, and allowing some of the more devastating moments more breathing room. “The Well” is far from a rehash of “Midnight,” evolving both the entity and the characters’ reactions to it in a way that not only lives up to the original but may leave you even more unsettled by the final scene.

‘Doctor Who’ Invites You Into a Slow-Burn Horror Sequel With “The Well”

The episode opens on Belinda helping the Doctor fly the TARDIS, as they once again bounce off May 24, unable to make it back to Earth any later than the day Belinda originally left. With the TARDIS clearly in working condition, Belinda queries: if there’s nothing wrong with the ship, what’s wrong with Earth? The Doctor gives his honest, if unsure answer of “I hope so,” when Belinda asks if her family is okay, but when he sees how scared she looks he brings her in for a hug and a kiss on each hand and promises that he’ll meet her parents one day like they’re all one big happy family and that he’ll get her home safely. When she points out that he cannot promise her things like that, he doubles down, making it very clear that the adventure they’re about to go on will not be one for the faint of heart.

They’ve landed, and while they’re there, they may as well hop out and get another vindicator reading to help drag them back to Earth. Wherever they are, it’s 500,000 years in the future, and Belinda can scarcely believe that the human race continues for another half a million years, but the Doctor promises that they’ve traveled far and wide across the galaxy at this point in history. For the Doctor and Belinda’s next wardrobe change, we get a needle drop of a traditional ballad, aka “Toxic” by Britney Spears. They walk out of the TARDIS and straight into a lineup of soldiers, quickly donning space helmets while very much not matching the vibe of the crowd they’ve just joined, before the floor opens beneath them and drops them out into the darkness of space.

On the other side of the opening credits, the Doctor and Belinda find themselves gently deposited on the planet as their suits kick in above its dark and clouded surface. They set up the vindicator and marvel at the majesty of space travel for a moment before all of the other soldiers draw their weapons and question who they are and what they’re doing here. The Doctor whips out the psychic paper, and Belinda gets in on the roleplay as they claim a higher rank and promise they’ll be out of their hair shortly. When the vindicator dings, the Doctor and Belinda are ready to be sent back to the ship, but as mission commander Shaya Costallian (Dunne) explains, because the planet is surrounded by galvanic radiation, the ship won’t be able to pick them up for another five hours.

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Shay goes on to explain that their mission is to investigate a mysterious incident at a mining facility, with which they lost all communication a couple of weeks ago. Mo (Antonia) notes that there’s still hope as they’re too far away to scan for heartbeats, but Shaya remains grim, saying hope is irrelevant. Once they arrive, they can only enter in groups of six, which may seem insignificant here but will play a crucial and devastating role in the final moments of the episode. Once inside, they’re able to remove their helmets, and the doctor and Belinda even go as far as to remove their armor. Cassio (Christopher Chung), a very by-the-book soldier who’s put off by their presence, insists that they keep their suits on and that the Doctor not call him “babes,” to which the Doctor cheekily replies, “Okay, hun.”

As they enter the base, they find it riddled with dead bodies, corpses that have either been violently assaulted with broken necks or fatally shot with laser fire, with fairly equal distribution of both methods. Curiously, all of the mirrors are broken in every room, and the entire space is left in an eerie and unsettling state of disarray, with each room having personal touches, plants, kids’ drawings, etc. that help to make these people more than just dead bodies. If they don’t find anyone, Cassio insists that they simply leave and nuke the site from orbit — naturally, that’s exactly when Mo finds a heartbeat emanating from behind a closed door. At the suggestion that it could be a survivor or the killer, the Doctor notes that it could be both (reader, he’s right) before opening the door to find a lone woman sitting on a cargo crate, seemingly in shock.

She’s deaf, and the Doctor immediately signs back to her. The woman introduces herself as Aliss Fenley (Ayling-Ellis), pleading desperately that she just wants to go home to her planet, where her 2-year-old daughter is waiting for her. When the soldiers notice the dead body on the ground next to her, she explains that that was her friend, confessing that she did kill her, but only out of self-defense, as her friend was going to kill her first. Mo finds her in the crew manifest and confirms that she isn’t lying about who she is. While the Doctor continues signing with her, the soldiers also have devices that project what they’re saying onto a screen to allow Aliss to follow the conversation. Doctor Who subtly reminds the audience, through devices like this, and the inclusion of a soldier with a prosthetic leg, that in the future, people with disabilities don’t disappear; humanity simply adapts with them.

When Belinda notices that Aliss is wounded, she joins the Doctor at her side and offers to treat her injury. When Belinda reveals she cannot sign, Aliss points out that that’s actually against the law where she’s from, and Belinda agrees that it should be. Aliss goes on to explain that she’s been alone for over two weeks, with the entire rest of the base having gone inexplicably mad, killing each other in a matter of hours. As the Doctor leaves with Shaya and Cassio to go examine the control room, he tells Belinda to be careful of Aliss, who quickly informs him that she can also still read his lips, for which he apologizes. Belinda doesn’t recognize the items in the medkit but goes about doing what she can nonetheless. It’s clear that Aliss is grateful for their kindness, but that there’s also something she’s not telling them.

“The Well” Brings “Midnight” 400,000 Years Into the Future of ‘Doctor Who’

When the Doctor arrives in the control room, which also houses the titular well, he notes that there are no bodies there, suggesting perhaps everyone fled from there first. There’s a restraining bolt on the system, preventing them from accessing the data they need, and Shaya shoots it off, explaining that she’s an excellent shot and always has been, having joined the military after surviving an impossible childhood filled with beasts and monsters. When the Doctor tries to make small talk about her planet, she and Cassio simply inform him that they’ve actually never heard of Earth, and to their knowledge, it may as well have never existed. Back in the room with Aliss, Belinda runs into the same issue when she jokes that their presence bumped their numbers up to an unlucky 13, and no one knows what she’s talking about when she mentions Earth or the human race. In the middle of explaining, Belinda is startled when she thinks she sees something lurking behind Aliss. She can’t find it when she looks closer and dismisses it as paranoia, not wanting the soldiers to point their guns at Aliss, whom Belinda firmly believes is innocent.

In the control room, the Doctor restores the computers with his sonic and pulls up footage recorded from the day everyone went mad before another group of soldiers comes in and confirms that Aliss is the only one left alive. As Belinda treats Aliss’ injury, she wants to continue asking questions about humanity, but she’s abruptly startled once more when she sees a shadow moving just over Aliss’ shoulder. Jumping back, she startles everyone in the room, putting them all on high alert. Aliss spins to prove that there’s nothing behind her, insisting that she’s clean; however, now another soldier thinks he sees something too, though he also dismisses it for paranoia because it seems impossible. Aliss insists that there’s nothing there and tells them that this is exactly what everyone did before they all went mad and killed each other, asking that they just leave her alone.

One soldier directs another to complete a full circle around Aliss while she maintains eye contact with him. Back in the control room, the Doctor zooms in on a man screaming “we don’t know what it is,” over and over, finally striking upon a memory as Gatwa channels his inner David Tennant and references his old old head. Digging into all the details the audience might have picked up along the way, the Doctor asks about the history of this planet, surrounded by galvanic radiation, already doing the math as Shaya confirms that the planet used to orbit an xtonic star and the surface was once covered in diamonds, and that 400,000 years ago, the planet was called Midnight. As the Doctor races back to Belinda in horror, we see the soldier get her neck snapped as she’s thrown across the room the minute she steps directly behind Aliss.

When the Doctor and the other soldiers return, Belinda insists that it’s not Aliss who’s harming people, but the soldiers aren’t so sure, given that their friend is dead. Finally, Aliss confesses that she’s not telling them everything — there is, in fact, something behind her — but it’s impossible to see and impossible to stop it. She explains that whatever it was came out of the titular well, and that people who witnessed it said it was laughing, sending a chill through everyone in the room. Now, as the only person left alive, it’s behind her. Shaya insists that they listen to the Doctor despite dissent growing among her ranks, but the Doctor simply tells them to listen to Belinda. His companion explains that if someone walks behind Aliss, and therefore, behind the thing behind her, you die. The Doctor realizes that if it were a clock face, you’d die at midnight — which feels like exactly the kind of twisted joke the entity is making out of its own malicious history.

When Cassio asks what’s stopping them from simply shooting it to death through her, she tragically laughs in his face, pointing out that it would never be that simple. If you kill the person it’s attached to, it simply attaches itself to you, and it stays there until you die. The Doctor explains that last time he was on this planet, he met a creature so vile and devoid of self that he’d never been so scared in his life. When they ask what it did, he tells them it had fun in a decidedly ominous tone. Part of what makes “Midnight” such a compelling episode is that the mob mentality of the passengers trapped in the bus with the Doctor is as much a villain as the entity itself. The creature feeds on the chaotic and dangerous nature of its prey, delighting in how easily they turn against each other in the face of the unknown. “The Well” capitalizes on that, too.

Cassio decides he’s had enough of listening to the Doctor, determined to simply destroy the creature, and Aliss too, if they have to, he enacts a coup to take command from Shaya. Unfortunately for him and the majority of his fellow soldiers, his “shoot first, ask questions later” mentality is exactly what the monster wants. Cassio instructs another soldier to complete the same move that just killed their friend and the Doctor insists that everyone else look away to save themselves. Pure, violent chaos breaks out as the soldier is flung into the air and killed. Cassio continues moving in tandem with Aliss, sending multiple bodies flying as the Doctor begs for them to stop. Shaya steps in and does what needs to be done to stop the madness, getting Aliss to turn around by casting her speech to Cassio’s display screen, before stepping in front of her, so the monster kills Cassio. The Doctor is naturally disappointed, always wanting to find a solution where everyone lives, but Shaya brought an end to the violence nonetheless.

‘Doctor Who’s “Midnight” Sequel Strikes the Right Balance of Devastation and Hope

In the wake of so much loss, Shaya says that they have no choice but to leave and call the mission a failure. She tells Aliss she cannot come because she’s contaminated, as much as it clearly pains her to say so. However, the Doctor and Belinda insist that they cannot just leave her behind, as Aliss begs them not to turn their backs on her, both in a literal and figurative, since as they debate the predicament they’re in. The Doctor turns around and apologizes, turning on his screen for Aliss to be part of the conversation, as he addresses the creature behind her directly. He stares into the abyss behind her, hearing it whisper and wondering if that’s why Aliss wasn’t driven mad, because she cannot hear it. He continues having a one-sided conversation with the entity, but Gatwa’s face tells us everything we need to know as he looks on in absolute terror.

Though it brings him to tears, the Doctor quickly formulates a plan while communicating with the entity, bounding up again and saying, “It’s behind you.” Aliss already knows this, but the Doctor isn’t talking about the creature; he’s talking about their way out. Getting cocky as his own theme music plays through the score, the Doctor jumps around spinning knobs and turning on machinery while giving everyone instructions for the grand escape he’s planned. If the thing behind the creature always gets destroyed, what if the thing behind it is itself? The Doctor tells everyone to get ready to run, telling Shaya to shoot out the pipe behind Aliss, creating a curtain of reflective mercury, essentially giving them a mirror the creature cannot escape. When it all coalesces, Aliss is thrown free from the creature, and everyone makes a mad dash back to the airlock. Ever one with a reckless streak and an insatiable need to know, the Doctor hesitates, insisting he wants to see it.

The episode does a clever job of only ever allowing us seconds and shadows and distant frames of the creature itself. Part of what makes “Midnight” so terrifying is that we never actually see the monster. But it always had some kind of shadow form, even then, and the barely out-of-view glimpses we get of it now add to the terror as it just looks like a shadow with teeth. When the Doctor and Belinda reach the airlock, they’re left in the second batch of survivors as it takes Aliss and the handful of other soldiers who lived back to the surface, with the young mother signing her gratitude to the Doctor before the door closes. They scramble to get their gear back on with help from Mo and Shaya, so they can book it the second the airlock returns, but they don’t make it out in time as the entity crashes unseen into the room. The airlock has returned, but the Doctor won’t let them leave, knowing the creature is with them. One by one, they all deny its attachment to them until we land on a terrified Belinda, who knows it’s attached to her because she can hear it whispering.

Varada Sethu has proven at every turn that she’s a perfect companion to Gatwa’s Doctor, and “The Well” practically solidifies her as one of the best Doctor Who companions, period. The Doctor offers himself to the creature, trying to promise it sanctuary for a second time after doing so in “Midnight” before it completely immobilizes him. Despite the Doctor’s lofty attempts to get a 500,000-year-old malicious entity to come away peacefully, it’s Shaya who steps in with an actionable sacrifice, just like the hostess in “Midnight.” Knowing that if she shoots Belinda in the exact right place, the creature will let her go and attach itself to her, Shaya takes the decision out of their hands, and flees with the entity attached to her. She runs all the way back to the well, telling the story of her survival, revealing the peace she feels at being able to bring hope with her final act as she falls into the well with a smile to the Doctor, who feels her loss just as deeply as we do.

Where the tragedy of the hostess’ sacrifice in “Midnight” comes from the hastiness of her decision, and the fact that she saved them all without any of them ever knowing her name, Shaya’s sacrifice hits just as hard, as it’s given more room to breathe in the episode. Watching both moments feels like having all the air sucked out of the room as the Doctor witnesses the tragic heroism of everyday people. Back at the airlock, Mo and the Doctor save Belinda, and they all make it back to the ship safely. On the TARDIS, Belinda wakes up, and the Doctor assures her that she’s safe and that her heart (where she was shot) is perfectly healed. While he couldn’t save Shaya, he tells Belinda that her sacrifice worked as far as he knows. As they lie together on the TARDIS floor, Belinda wonders aloud what’s happened to the Earth, and the Doctor, feeling particularly honest after the day they’ve had, gives her the truth, saying he doesn’t know.

On the spaceship, Mo tells her superior that Shaya deserves to be honored posthumously for her sacrifice and that Cassio tried his best. She says the Doctor suggested they follow Cassio’s advice and nuke the site and never return. It’s revealed that Mrs. Flood is the person she’s talking to, and she starts asking about the vindicator. While we’ll have to see how the story plays out with Mrs. Flood (Anita Dobson), her weekly appearances are beginning to feel all too similar to those of Susan Twist’s Susan Triad in Season 1. Mo hears the TARDIS taking off and runs out of her meeting in time to see it disappear. When another soldier approaches, they commiserate about the horrors Mo witnessed on the surface, but her friend stares at her, unsettled, like she sees something behind her, before dismissing it and striking pure fear into Mo’s heart. While we never actually see the shadow move behind Mo, ending on such a beat cleverly leaves the audience with the uneasy feeling of never actually knowing if it escaped, and “The Well” joins the best of Doctor Who’s horror episodes, proving as magical and majestic as the unknown can be, it can be just as devastating and deadly.

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Doctor Who

“The Well” works both as a standalone horror episode and as a worthy sequel to “Midnight.”

Release Date

December 25, 2023

Network

BBC

Directors

Douglas Camfield, David Maloney, Christopher Barry, Michael E. Briant, Barry Letts, Michael Ferguson, Richard Martin, Peter Moffatt, Pennant Roberts, Lennie Mayne, Chris Clough, Ron Jones, Paddy Russell, Paul Bernard, Michael Hayes, Timothy Combe, Morris Barry, Gerald Blake, Graeme Harper, Waris Hussein, Rodney Bennett, Mervyn Pinfield, Hugh David, John Gorrie

Pros & Cons

• Ncuti Gatwa’s performance is subtlly and carefully colored with elements of David Tennant’s in this episode to make it even clearer that this is the same person.
• Varada Sethu does a marvelous job and the emotional moments of this episode have just enough breathing room.
• “The Well” isn’t simply a rehash of one of the show’s best episodes and it evolves the creature and the story for a worthy sequel.

• Mrs. Flood’s appearances feel too reminiscent of Susan Twist’s appearances in Season 1, so the mystery needs to deliver more whenever we get there.