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Doctor Who Revisits a Terrifying Villain in “The Well”

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<i>Doctor Who</i> Revisits a Terrifying Villain in “The Well”

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Doctor Who Revisits a Terrifying Villain in “The Well”

It’s not the Weeping Angels.

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Published on April 28, 2025

Image: BBC/James Pardon

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The Doctor talking to Aliss, kneeling at her feet in Doctor Who's "The Well"

Image: BBC/James Pardon

This did not go at all where I expected, and it turns out there’s an interesting reason why…

Recap

Commander Shaya and Cassio with rifles at the ready in Doctor Who's "The Well"
Image: BBC/Maxine Howells

The Doctor and Belinda have landed 500,000 years in the future and need to take another Vindicator reading. They wind up on a drop ship and jump down to a planet below with a crew that question who they are. The Doctor uses the psychic paper to suggest that he’s everyone’s superior and here to test them. The group commander, Shaya Costallion (Caoilfhionn Dunne), explains that they’re here to investigate a diamond mine that’s gone quiet. There’s galvanic radiation suffusing the entire planet, so it’ll take five hours before their ship can pick everyone up, leaving the Doctor and Belinda with five hours to kill.

The mine is full of dead bodies. It appears that everyone has been shot or broken into pieces, and all the mirrors have been shattered. The group eventually comes across the lone survivor, Aliss Fenly (Rose Ayling-Ellis), the mine’s cook. She’s terrified, and uses both sign language and speaking to explain that everyone went mad; she had to kill her friend to stop herself from getting killed. The crew activates text-to-speech tech in their gear to communicate with Aliss, while the Doctor uses sign language. They ask her questions, and it’s eventually decided that part of the group will go to the control room to find more information. The Doctor goes with them, leaving Belinda behind. Talking to Mo Gilliben (Bethany Antonia), Belinda learns that no one in this group has heard of humans or Earth (they’re all Lombardians, who look similar, but are not the same species). Suddenly, Belinda starts seeing something move behind Aliss. She keeps insisting that it’s nothing.

The rest of the group begin to see something as well, and grow more paranoid. Aliss grows even more distressed, as this is what happened last time with all the miners before everyone started killing each other. The group fans out and, when one of the crew walks directly behind Aliss, she is thrown into the air and killed. In the control room, the Doctor and Shaya find out that whatever caused this came out of the well they’d been drilling down into. The Doctor asks about the history of this planet, because something feels familiar. Shaya explains that it used to be under an X-tonic star and that the planet used to be covered in diamonds. The Doctor asks what its ancient name was… and Shaya replies that it was called Midnight.

The Doctor rushes back to find the dead crew member. Aliss explains that the thing behind her is what’s killing people or causing them to kill each other. Cassio Palin-Paleen (Christopher Chung) decides that the easiest way to end said threat is to kill her, but Aliss warns him that it will just attach itself to his back if he tries that. Belinda explains that the entity kills anyone who stands directly behind the person it hides behind. Basically, if the room is a clock face, you die at midnight. Cassio gets angry that Shaya keeps listening to the Doctor’s advice and issues a usurpation of command with one crew member seconding to make it official. He tells the group to fan around her, which leads to multiple deaths as Aliss turns in a panic, including Cassio’s—caused by Shaya herself. She apologizes, but the Doctor insists that this is what the entity is good at. 

Shaya tells the Doctor that they’ll need to abandon the mission as a failure, but the Doctor isn’t willing to leave Aliss behind. He tries to speak to the entity like he did years before, and comes up with an idea. He has Shaya shoot pipes and bring up mercury, creating a reflective surface that allows them to see the entity. Aliss is shoved forward, free, and the Doctor instructs everyone to run. Aliss and a few others escape through the airlock. As he and Belinda rush to get their spacesuits refitted at the airlock, the entity catches up. The remaining four—the Doctor, Belinda, Shaya, and Mo—look back and forth to figure out who it has attached itself to. It’s Belinda. Shaya decides to shoot Belinda in such a way that she can hopefully narrowly avoid death, taking on the entity herself. She does so, and runs to the well, as the Doctor tries frantically to catch up to her. Shaya lets herself fall down the well backwards, and the Doctor, Belinda, and Mo get to escape.

Mo contacts her superior (who turns out to be Mrs. Flood), and heads off to write her report. Another crew member who didn’t go down to the planet seems to see something behind Mo… but dismisses it as nothing.

Commentary

Aliss sitting in a crate all alone in Doctor Who's "The Well"
Image: BBC/James Pardon

There is a bit of context here that is important to know: This episode was not originally intended to showcase the Midnight entity as antagonist.

Early on in interviews after being cast, Ncuti Gatwa was asked where he would take the TARDIS during his tenure if he had any choice. His reply was that he would love for the Doctor to visit Nigeria and meet the orishas, spirits of the Yoruba religion. The original draft, written by Sharma Angel-Walfall, featured the orisha as the antagonists of this story. According to showrunner Russell T. Davies, the orishas weren’t working within the Toymaker Pantheon he’d been setting the Doctor against, so he rewrote the episode with the being from Midnight instead.

It’s heartening to know that Doctor Who is employing Black writers again, and so cool that one of them wanted to give Ncuti the adventure that he asked for. I’m not sure if the point about the Pantheon was the entire reason for the rewrite; often the need for rewrites are more complicated that a single soundbite can entail. (Orishas are not generally depicted as malevolent spirits within the Yoruba religion, to my understanding; perhaps that had something to do with it?) But either way, this is far from the original concept of the script, and results in bringing back one of the most terrifying antagonists the show has ever conceived.

The difficulty with bringing back a being so frightening is that it’s always diminishing returns after the first run. (See: The Weeping Angels. I’ll never stop being depressed over how their continued reuse and expanded mythology turned them into little more than a gimmick.) It’s hard to replicate everything that made “Midnight” one of the best locked-room style episodes that sci-fi television has ever produced. The whole story was largely an acting exercise meant to showcase the dramatic chops of a few extremely talented people. The entity of Midnight was terrifying because it was unknowable; filling in more information strips some magic away.

A number of clever techniques have been utilized here to make up for that, and many of them are successful. For one, we don’t ever really see the entity full on, only out the corner of our eye. For another, setting this story 400,000 years ahead of the first one means that the entity should have evolved somewhat—and so should its methods. There’s also a new suggestion as to how the creature manages to sow paranoia amongst the people it contacts: a whisper almost impossible to detect, but affecting anyone who can hear it. Thankfully, we don’t really learn anything more about it; its only desire still seems to be toward some form of escape, and beyond that… who knows?

The trouble is, because this wasn’t initially conceived as a sequel to “Midnight,” the setup has none of the punch of the original. It’s still creepy, but supplies none of the terror at having one’s voice subsumed. The entity outright kills now by simply tossing folks into the air? But only if you stand directly behind the person it is behind. (Which is a “rule” that gets enforced pretty willy-nilly within the episode itself, when all is said and done.) Furthermore, the idea that the creature doesn’t want to be seen feels arbitrary; it’s only in the script to make the creature more frightening, but without cause. Does something happen to it if you observe it? Is there a reason it’s difficult to see? Does it have a natural inclination toward camouflage?

Moreover, the core of “Midnight”’s premise—the presence of the entity bringing out the absolute worst in normal people via their own fear and panic—doesn’t play out here. Or rather, it did, before we arrived. The group that heads down to the base with Doctor and Belinda are a militarized outfit who are ostensibly prepared for potential threats, and the person who is the most aggressive in that group (Cassio) continues to be so throughout the episode up to his death. When Shaya causes said death, the Doctor immediately forgives it because “that’s what this being does to people,” a pretty casual out given what’s occurring around them.

It seems to me that a far more substantial rewrite needed to take place in order for this to feel like a worthy successor. As it is, the episode feels nice and spooky at first. We are given a lot of little clues throughout the opening that cue in the audience about where we might be: There’s talk of galvanic radiation, then the diamond mine, then the mention of an X-tonic star. We get to watch the Doctor reliving this terror as he realizes where he is. All of those elements are spot on, but once the reveal has taken place, the whole things starts to wobble.

I’m of two minds about how Aliss’ character was used in all this. Creating more disabled characters and having disabled actors to portray them is something the show has been working on consistently, which is impressive to see. There are a lot of touches to that effect, including the point where Aliss tells Belinda that it’s illegal in this time/place for medical personnel not to know sign language. The Doctor does know sign language (yes!), and the group has voice-to-speech tech that they’re required to use in communication with Aliss (yes), but they frequently leave her out of the loop regardless (unsurprising), and the Doctor still has to be called out for failing to suspect that Aliss can also lipread (it’s important for even the Doctor to be imperfect in this). Aliss is not the only disabled character in the episode either. One of the soldiers has a prosthetic leg, so this all feels a bit less tokenizing and, importantly, more realistic: Disabled people exist everywhere, all the time.

That said, the episode started with the better conceit for her being the last one standing among the diamond mine crew, and ended on a worse one. The initial suggestion is that the entity didn’t go for her because she wasn’t “important” enough as the crew’s cook. The episode then turns around and makes her specific disability the cause: If she can’t hear the entity, it can’t affect her as well. It’s the more obvious choice and, awkwardly, only works because the entity’s parameters have been altered for the episode. The being from Midnight operated by “stealing” people’s voices initially… and Aliss has a voice. It might have been far more interesting if the episode had used that as a starting point, rather than making Aliss’ disability essential for her character’s relevance to the plot.

And, of course, Shaya is a pretty great character whose death ultimately means nothing by the end. So that was disappointing.

Overall, we’re left with a tense episode and more clues about what’s coming: Mrs. Flood has her designated appearance (and I do like how exaggerated they’re becoming as we continue), the Earth has vanished, and Belinda still hasn’t made it home.

But the entity of Midnight has been freed—the one thing it truly wanted. Who knows where it might show up next.

Time and Space and Sundry

Belinda looking terrified in Doctor Who's "The Well"
Image: BBC/James Pardon
  • The idea of the entity hiding behind people also draws similarities with the “there’s something on your back” accusations leveled at Donna throughout the (previous) fourth season, culminating in “Turn Left.”
  • Doctor Who’s last “Toxic” cue occurred during “The End of the World,” the second episode of Nine and Rose Tyler’s tenure.
  • So, does the Doctor have a 3D clothing printer in the wardrobe room now that scanned the ship they landed on, or… has he hung out with this group before? I’m gonna have to assume the former.
  • Ncuti Gatwa is (obviously) a phenomenal actor, and now suffering from the common affliction that faces any actor housing so much raw emotional power: Every episode is churning out excuses for him to cry.
  • Murray Gold used a few 20-year-old soundtrack flourishes on this one, but I almost wish I’d heard some echoes of the original “Midnight” score—that episode’s soundtrack was devastating.

See you next week! icon-paragraph-end

About the Author

Emmet Asher-Perrin

Author

Emmet Asher-Perrin is the News & Entertainment Editor of Reactor. Their words can also be perused in tomes like Queers Dig Time Lords, Lost Transmissions: The Secret History of Science Fiction and Fantasy, and Uneven Futures: Strategies for Community Survival from Speculative Fiction. They cannot ride a bike or bend their wrists. You can find them on Bluesky and other social media platforms where they are mostly quiet because they'd rather talk to you face-to-face.
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ChristopherLBennett
23 days ago

This was effectively creepy, though yeah, it’s not quite on a par with its predecessor. I’m actually very disappointed to learn that RTD shot down Gatwa’s desire to base a story in African culture, particularly because it didn’t mesh with this whole stupid Pantheon arc that I dislike because it throws even what minimal grounded logic the Whoniverse used to have out the window and just throws it open to complete cartoon physics and authorial self-indulgence.

I mean, I hear a lot of people wondering if the Doctor and Belinda being people of color would make it harder to do stories set in many parts of Western history, but that’s overlooking the fact that it also opens whole new doors for stories exploring the many, many parts of world history that were not about white people in any way, and that the series has never even touched on because of it. So it’s really annoying that a white creator offered the opportunity to open things up a little in that way came up with such a self-serving excuse for abandoning it.

Okay, it helps a little that he chose to center another marginalized group with Aliss and the sign language, but that puzzles me a bit. I mean, if the TARDIS telepathically gives companions the ability to understand any alien language, why couldn’t it let Belinda understand sign? And surely Lombardian sign language half a million years in the future would have no resemblance to present-day sign language, so how do you “translate” hand and body movements? Though clearly “the TARDIS” was translating the text holograms for our benefit.

Anyway, it was confusing to introduce these characters who looked and acted entirely human and had human-sounding names aside from a bit of odd spelling, then suddenly reveal midway through that they’re not human and have never even heard of humans. It would’ve worked better if something alien about them had been established up front.

Random Comments
22 days ago

The actual quote from RTD: “Ncuti had always wanted an episode with the Orisha, the Orisha gods from Nigeria. We couldn’t quite get the pantheon of gods to work somehow, partly because the Orishas are a genuine religion who are properly respected. And it was hard to be truly respectful towards them and make them into Doctor Who villains at the same time. It could never quite work. I haven’t given up on that idea.”

Which sounds to me like a comment that’s not really about the Toymaker stuff.

ChristopherLBennett
22 days ago

Hmm, yeah, it’s tricky to fictionalize religious figures that still have believers. When Xena: Warrior Princess did a 4-episode arc based in South Asian mythology, its final episode depicting Krishna drew a lot of controversy and criticisms from Hindus who worship Krishna — although, ironically, that was the only episode of the four that didn’t ignorantly caricature Indian religion and custom but actually portrayed it respectfully.

It seems to me, in that case, that trying to make them villains at all is the wrong approach to start with. But even portraying them positively could be poorly received, as with the Xena/Krishna example.

ChristopherLBennett
23 days ago

Also, in the review, “shot or broken to pieces” should be “shot or strangled.”

dlomax
23 days ago

Personally, I’d be happy if we returned to the “midnight” monster once every few years, and just added a new detail or two to its story each time. Have a arc over the next thirty years culminating in a whole season about it for the 100th anniversary. I doubt I’ll be around for it, but it would be cool.

Ben
Ben
23 days ago

I agree with your review. The first half was immensely creepy and unnerving (personally, I’ve always found the jump scare of just catching something out of the corner of your eye to be incredibly effective), but once the reveal happened it just felt like all the tension went out of the story and we were off to the races. The pacing went from a slow-building tension to 100 mph in a second. I think that’s the downside of having shorter episodes, and in a story like this it really hurts it.

But only if you stand directly behind the person it is behind. (Which is a “rule” that gets enforced pretty willy-nilly within the episode itself, when all is said and done.)

I think the idea was that standing behind the possessed person was only dangerous if someone was standing directly in front of and looking at the person who was possessed, creating a line from 6 o’clock to midnight. That’s why when Cassio took over and everything went to hell, as he was running back and forth, anyone who was directly across from him when he stopped to look at Aliss died, but if you just happened to be behind a possessed person you were fine as long as there wasn’t someone opposite you. It’s never really explained in the episode, but that seemed to be how it worked.

Athreeren
17 days ago
Reply to  Ben

But then, how is Aliss the last one standing if there wasn’t anyone in front of her to have the one behind her killed?

ChristopherLBennett
17 days ago
Reply to  Athreeren

Because she killed the person who was trying to kill her. She warned the soldiers that was what would happen if they killed her, which is why the hotheaded guy didn’t just shoot her. And it’s why Shaya had to sacrifice herself, because she knew the creature would jump to her if she “killed” Belinda.

ChristopherLBennett
23 days ago
Reply to  Ben

Yes, you’re right. It happened when one person passed directly behind Allis from another person’s POV so that they were out of sight. It went quickly, but I think there was a shot from the POV of a moving character watching Allis, and when someone standing still behind Allis became eclipsed behind her, it was at that moment that they were flung away, and that’s when I got how it worked.

Which is one of the ways modern Who is good at twisting horror tropes. Usually, if you’re a character in a horror story and someone or something is behind you, you’re the one in danger, but here, it’s the other way around.

Last edited 23 days ago by ChristopherLBennett
David_Goldfarb
22 days ago

Murray Gold used a few 20-year-old soundtrack flourishes on this one, but I almost wish I’d heard some echoes of the original “Midnight” score—that episode’s soundtrack was devastating.

When Cassio is using the entity to kill multiple people, ending in his own death after Aliss does a 180, that dissonant music definitely was from the “Midnight” score, right off the Series 4 soundtrack album. I just went and checked.

Last edited 22 days ago by David_Goldfarb
Stuboystu
Stuboystu
22 days ago

It felt a bit weird that I brought up Midnight in the comments last week and then we get the sequel. I feel in two minds as I think it’s a strong episode but agree that the main weakness is making it the creature from Midnight. It’s not like we learn a lot more about it, as it behaves differently and in some ways, I want to ignore the Doctor’s assumption and say it’s not the same thing just some branch of this weird life that arises on Midnight. (The weeping angels is a good comparison as they work once because they are a bit of a gimmick and if you probe the logic behind them it falls apart and that then impacts the original episode. I find rewatching Blink a lot less effective as a result and hope that Midnight isn’t affected the same way.)

The other issue, I think, is the placement in an era of the show where this is sort of the default setting of the show. Midnight works so well because it is out of the ordinary in that phase of the show, you feel this frisson of what’s going on? Here that is dented a bit because it’s not that different a set up to last week’s Lux, the meeting with Sutekh, the Maestro. But it’s also much better than those because it does have rules.

The performances are brilliant though and it is a taut piece of work with a nice bit of sleight of hand to remove the TARDIS as a get out.

The final thing is that the last sacrifice hits a bit of a duff note, as I found it difficult to see how the Doctor could justify valuing Bel’s life over the soldier beyond familiarity. I suppose the soldier was willing, but the speed with which the Doctor accepted it was too fast.

ChristopherLBennett
22 days ago
Reply to  Stuboystu

It’s literally part of a soldier’s job to protect civilians even at the cost of the soldier’s life. They accept that responsibility when they sign up. So the Doctor and the soldier shared a mutual responsibility to protect Bel at all costs.

Stuboystu
Stuboystu
22 days ago

Yes, I see that as the trade off. Bel didn’t choose on any level to be there and placed in that situation. It just doesn’t feel like something the Doctor should be so quick to agree to, there should have been at least a moment of “you don’t have to do this, we can work this out” before the soldier agrees although perhaps we were already past that point in the narrative. And I’d bet there are countless instances of it happening in other stories, that would prove it is something the Doctor does quite regularly.

ChristopherLBennett
22 days ago
Reply to  Stuboystu

We’ve often seen the Doctor working alongside soldiers, many of whom have given their lives to protect the Doctor, their companions, and other civilians. It happened regularly in the UNIT era. So the Doctor understands that it’s their choice to accept that responsibility.

Like I said, protecting civilians, with one’s life if necessary, is literally a soldier’s job. That’s not a matter for debate, it’s an established reality going in. The Doctor wouldn’t sacrifice soldiers casually, but if it comes down to a situation where somebody has to make a sacrifice, and it comes down to a civilian or a soldier, there’s really only one answer, and the soldier knows and accepts that, or they wouldn’t have signed up in the first place (assuming they weren’t drafted).

EFMD
EFMD
22 days ago

One point I would like to suggest – we are assuming that there was only ever one ‘Midnight Entity’ in this episode, when the ending at least suggests the possibility that there might have been more than one (At least that’s my ‘moderately depressing’ read on that final scene: a heroic sacrifice sealed one entity away, but there was never just one).

It’s also worth considering if the ‘Midnight Entity’ in this episode is exactly the same one as we observe in the original episode: the distinct approach and different abilities could suggest a descendent, rather than a single immortal being.

Anyway, I thought this episode fairly good (and I can understand why concerns that they might be ‘Temple of Doom-ing’ the orisha persuaded Mr Davies et al to go with a different challenge for Our Heroes (After all, this still leaves room for the writing staff to come back to the orisha with a story that does them more credit).

Having said that, I absolutely think The Doctor deserves to be called out for addressing a complete stranger as ‘Babes’, especially in the context of a search-and-rescue mission by a military or paramilitary unit (I don’t think he meant anything malicious by it, but if a complete unknown (Especially one in a position of official authority) referred to me as ‘child and/or cutie-pie’ I would not be impressed.

ChristopherLBennett
22 days ago
Reply to  EFMD

Of course, there’s no reason to assume the entire planet has only one entity or one species living on it. This could be a different species with distinct attributes.

smartwatermelon
22 days ago

I’m a little surprised no one has commented on the “Aliens” pastiche that was the first act of the episode. Space marines perform a combat drop to a desolate mining planet where the settlers are out of contact. They make entry with motion detectors into a creepy facility and find a single young female survivor. Okay, Aliss is a young adult, while Newt was a child, but there were at least two straight-up “nuke the site from orbit” quotes.

EFMD
EFMD
20 days ago

If you salute your inspirations so self-evidently, I’m willing to call your work an homage, rather than a pastiche.

Ben
Ben
21 days ago

Something I just thought about while listening to a podcast about the episode, but there’s a minor plot point that I felt sure was going somewhere, but then didn’t. When they first arrive on the planet, one of the soldiers specifically mentions using a device to detect people by heartbeat, which is how they find Aliss. I was 100% sure that the soldier would at some point notice that the Doctor has a double heartbeat, and that would cause trouble when the soldiers realized he was an alien, and maybe use that to override his perceived authority. Never happened though, and it feels like a weird missed opportunity.

EFMD
EFMD
20 days ago
Reply to  Ben

Could be a subtle suggestion the squadron hail from a plural species culture?

Fishymander
Fishymander
19 days ago

I was surprised that nobody pointed out that troopers 7, 9, and Aliss went into the airlock, and the screen very clearly showed 4 people in the airlock. i was surprised that the (an) entity ended up behind Belinda, given the airlock panel showing 4.

Athreeren
17 days ago

Once again, this is an adventure that could have been completely avoided if the Doctor just looked where and when they were before stepping out of the TARDIS.

Beside the problems with the direction where they couldn’t keep track of where the characters were and whether there was anyone behind them… Why can’t they avoid all problems by simply lying down, and thus having no space behind them?

The well is not presented as a diamond mine, but a carbon 46 mine (because RTD wanted to save his reveal about this being a diamond planet). Thie is a stupid name for diamond: this is not supposed to be an isotope of carbon with 40 neutrons. Just because such a thing couldn’t exist in nature doesn’t mean we can use this nomenclature, when you could call it “carbon lattice”, or, I don’t know, “diamond”.

I know that Mrs. Flood is supposed to somehow know everything, but either she knows exactly what the Doctor is doing and then she already knows he is using a vindicator, or she shouldn’t know he calls the vortex indicator a “vindicator”.

ChristopherLBennett
17 days ago
Reply to  Athreeren

Clearly they must have had some knowledge of where they were, or their spacesuits wouldn’t have matched. They just didn’t expect they’d happen to emerge moments before the soldiers jumped out of the ship.