In the 15 episodes that comprise the Disney+ era of Doctor Who to date, we’ve seen a marked absence of the more familiar returning foes. No Daleks, no Cybermen, no Master. Not even a rogue Sontaran or Silurian. But fans have gotten some more obscure classic baddies like the Toymaker and Sutekh. Season two (or whatever the hell season we have to call it) episode three, “The Well,” added another surprise return, but from an episode much fresher in fans’ memories, a stealth sequel to perhaps Russell T Davies’ best Doctor Who story.
As many fans apparently figured out well in advance (according to Radio Times) “The Well,” which Davies co-wrote with Sharma Angel Walfall, is a stealth sequel to “Midnight,” Davies’ Doctor Who masterpiece from 2008. That story—in which David Tennant’s Tenth Doctor and a small tour group find themselves stranded with a mysterious and terrifying alien entity—has long been a fan favorite. It’s not a fun episode, actually one of the darkest in a lot of ways, but it’s incredible. Number one for me in the RTD canon.
“The Well” finds the Doctor and Belinda suddenly on a planet with a group of soldiers investigating the disappearance of a mining operation. The facility seems deserted save for corpses, either shot or physically broken. Eventually they find Aliss Fenley (Rose Ayling-Ellis), the facility’s cook who seems the only survivor. Quickly, the soldiers and Belinda begin to see something hiding just behind Aliss.
The Doctor soon learns that the entity, whatever it is, kills anyone who stands directly behind Aliss. He also soon discovers the planet, now just designated 6767, is made of diamonds and once bore the name “Midnight.” Dun dun, and indeed, dun. Hundreds of thousands of years later, the creature is still alive.
Now, the entity certainly behaves differently in the two episodes. In “Midnight,” it got into one of the passengers and began slowly (and then very rapidly) learning language by stealing the voices of others. It repeated, then spoke at the same time, then took the words before the Doctor spoke them, making it seem as though he were the creature. One of the most nefarious and terrifying alien beings in the show’s history.

The M.O. for the entity in “The Well” is, I guess, just hang out on the back of people. It wants off the planet and it kills people who stand at “midnight” of the host, directly behind them. Definitely scary, but in a wholly different way. I’m willing to buy into some form of evolution or what have you. It bears a bit of resemblance in this fashion of the spiders from “Turn Left.” Those rest on Donna’s shoulder and people can just barely notice. Those were back-to-back episodes in series four, fun fact.
I don’t think Doctor Who‘s “The Well” holds a candle to “Midnight,” but it is a very scary and intriguing sci-fi horror piece in its own right. The quick shots we see of the thing’s shape are terrific nightmare material.
Kyle Anderson is the Senior Editor for Nerdist. He hosts the weekly pop culture deep-dive podcast Laser Focus. You can find his film and TV reviews here. Follow him on Letterboxd.
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