‘Doctor Who’s ‘The Well’ Has Major Connection to One of Show’s Best Episodes

[Warning: The below contains MAJOR spoilers for Doctor Who Season 2 Episode 3 “The Well.”]

In 2008, during Russell T Davies‘ first run as showrunner, Doctor Who aired one of its best and scariest episodes. Now, in his second run heading the show, he has brought the Doctor (Ncuti Gatwa) back to that place. Yes, Doctor Who has taken the Time Lord back to the planet Midnight for a brilliant hour of television. Sure, it’s not quite at the level of “Midnight,” and returning to the planet and adding this new layer to the entity’s story was not necessary — what made that first episode so outstanding and chilling was how much was unknown about it, how it left off — but the good news is that while there are some beats that are repeated, it’s not just a rehash of what happened the last time the Doctor was there.

The Doctor is still trying to get Belinda (Varada Sethu) home, and they do learn more about what’s going on back on Earth — or rather, not going on, perhaps — when their latest trip after their attempt to land on May 24, 2025, takes them to a mysterious (for the time being) planet 500,000 years in the future. The human race is always out there, he assures her, strapping the vindicator onto his back after the two change their clothes to take another reading. But while interacting with the squadron on the planet, both independently find out that no one has heard of Earth or humans. It’s a puzzling fact that both struggle to grapple with as the episode ends.

And it’s not until then that they’re able to even begin to think about it because they get thrown right into danger as soon as they step outside of the TARDIS, joining the squadron in jumping/falling off their ship to the planet (at this point only known as 6767) below. (The mention of galvanic radiation is a major hint of where they are.) With the help of his psychic paper, the Doctor talks their way into joining them as they move to the colony base. It’s a basic mining operation, with a mercury drop mine stripping the layer of carbon 46. Fifteen days ago, they lost all contact with the base, and, upon entering, they find out why: Everyone is dead of a broken neck/bones or laser fire, except for one person, Aliss (Rose Ayling-Ellis), and all the mirrors have been broken. Aliss is deaf, and the Doctor can sign, but Shaya (Caoilfhionn Dunne), the commanding officer, insists he keep everything audible and have no private conversations (they all have devices for holographic screens to show their speech to her in text).

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Aliss explains that everyone went mad, and she’d never fired a gun before until she had to to protect herself from the last one. Belinda stays to patch up her arm, and while doing so, she sees a flash of something behind Aliss — but the room’s empty — then writes it off like she’s just paranoid. It happens again, with the troopers getting more and more restless and soon others see something as well. Aliss begs them to stop as one begins walking around behind her…

Meanwhile, the Doctor joins Shaya and other troopers at central control. There is the well of the episode’s title and the source of the carbon 46. It runs five miles deep beneath the planet’s crust. While everything’s erased in the system, the Doctor uses his sonic screwdriver to restore it, and fragments from the last entry show people yelling at base command about something. Someone said something about not knowing what it is, and then the Doctor realizes… “Oh, my old, old head,” he says. The planet was flooded with galvanic radiation, from a gray star, which was an X-tonic star 400,000 years ago. The sun burned out and carbon stripped from the surface. Carbon 46, diamonds — the entire surface was once made of diamonds, and with that, the Doctor asks what the planet used to be called. Midnight. “I’ve been here before,” he says. Cue flashes of David Tennant‘s Tenth Doctor absolutely frozen in place and terrified and Sky (Lesley Sharp), possessed, from the Doctor Who Season 4 episode, “Midnight.”

That was the episode where, on what was supposed to be a leisure planet, while Donna (Catherine Tate) had a relaxing day free of adventures, the Doctor took a tour that turned into a nightmare. Their vehicle stalled, the Doctor had the driver lift the shutter to glimpse outside, only for the mechanic to think he saw something in the distance. Then, the knocking on the hull began, and soon, Sky was seemingly taken over by something that repeated everything everyone said, then, as it learned, spoke with them, then, focusing in on the Doctor, somehow, ahead of him. The other passengers thought it had passed into him and wanted to throw him out of the shuttle to his death to get rid of it, but the hostess realized what was going on and sacrificed herself to pull Sky out with her and save the Doctor and the others. (It’s such a good episode, with one of David Tennant‘s best performances as the Doctor; there’s a reason it’s on our list of the best Doctor Who episodes of the new era. Go watch it.)

Now, in “The Well,” Ncuti Gatwa’s Doctor runs back to the room where the others are, but he’s too late: One of the troopers, once she stood directly behind Aliss, was thrown into the air by something no one could see. She lands on the floor, dead. The Doctor realizes that anyone who stands behind Aliss, and therefore behind whatever’s behind her, at midnight on a clock face, dies. And if someone kills whoever it’s behind, it latches onto that person. One of the troopers, Cassio (Christopher Chung), wants to override the Doctor, but Shaya pushes the Time Lord to talk about when he was last on the planet.

“A different life. Back when the world was made of diamonds. And I met something so vile, had no face, no name, no self. I’ve never been so scared in my life,” the Doctor says. “It had fun. Oh, it played games. I think it was learning.”

Cassio scoffs about listening to him (400,000 years ago, he questions) and declares a red code, for an incompetent leader, taking control from Shaya. He thinks Aliss is in collusion with or being controlled by something and wants to bring the entity into the open to examine or destroy it. He asks a trooper to engage with him, and that trooper moves along behind Aliss to midnight … and is killed, just like the other. In the ensuing chaos, that happens again and again, until Shaya steps in and puts Cassio at midnight, killing him. She had to, she says. He was out of control. “It’s what it turns us into,” Doctor says. (It’s true. It’s what we saw in “Midnight,” when all the passengers were willing to throw the Doctor out of the shuttle.)

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All they can do is retreat, Shaya says, apologizing to Aliss since they can’t take the thing attached to her with them. But too many people have died, decides the Doctor, and now it stops. “I am now addressing the thing behind Aliss Fenley,” the Doctor says, “My old friend. You have waited 400,000 years, who are you? Are you there? What are you?” He hears a whisper and realizes that’s why Aliss has survived: She can’t hear it. He looks scared as he says it knows his name, then he sees the way out, remembering the kind of mine they’re in. He once again addresses the entity behind Aliss: “If the thing behind you always gets destroyed, what if the thing behind you is you?” He has Shaya shoot the pipes and let loose the mercury in them, to reflect the thing back at itself. In the process, Aliss is freed from it, and everyone runs for the airlock. The Doctor pauses, wanting to see it, then once it begins to emerge, he keeps going.

But once in the airlock, after the first group have left, the thing catches up to them and attaches itself to Belinda. The Doctor offers up himself, but instead, Shaya, after checking about the physical construction of a human, takes the shot that would either mean death or the narrowest chance of survival (“this is my job”), and once the thing has gone to her, she runs to the well. A trooper tends to Belinda while the Doctor follows, and he watches Shaya fall down the well before returning to his companion.

Once the Doctor and Belinda are back on the TARDIS, one of the troopers reports to command, recommending Shaya for posthumous recognition for her bravery. The Doctor gave orders to follow his advice, nuke site from orbit, and never to return. And what do they know about this Doctor, command — Mrs Flood (Anita Dobson)! — asks. She confirms that he had the vindicator. That’s just what Mrs Flood needed to know and what she predicted.

But, it seems, the terror isn’t over: The thing seems to have attached itself to that trooper, if what another sees and the whispering she hears is any indication…

“The Well” does hit some of the same beats as “Midnight.” Once again, a non-companion sacrifices herself to save the Doctor. Once again, most of the others don’t believe the Doctor but at least one who does pays the ultimate price. Once again, the Doctor and his companion are separated for at least part of the adventure (Belinda is around for it, though not with the Doctor, versus Donna being almost completely off-screen). And while this is a great episode, it’s nowhere near as scary as “Midnight,” with the stealing of the voice and that moment where Sky first talks ahead of the Doctor. Sure, it’s great to revisit Midnight, considering the episode left us with questions about that planet and the entity, but was this a satisfying way to do so? Was it necessary, versus having this just be a standalone adventure on another planet? We’re not sure just yet.

What did you think of the return to Midnight? What’s your theory about Mrs Flood? And what do you think is going on with Earth? Let us know in the comments section below.

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