REVIEW – Doctor Who S2E3: “The Well” – A Chilling Return to Midnight

I confess.  When I heard the leaks suggesting season 2 would have a sequel to “Midnight,” I was properly braced for disappointment. After all, Russell T Davies’ 2008 masterpiece stands out as one of the most brilliantly unsettling pieces of television the show has ever produced. How do you follow that up without diminishing what made the original so special?

Thankfully, “The Well” doesn’t try to replicate “Midnight” but instead builds upon it in ways that feel both fresh and faithful to what came before. It’s a proper horror story that takes the brilliantly simple concept of the unseeable entity and gives it a terrifying new twist.

“There’s Something Behind Me”

Credit must be given to Sharma Angel-Walfall and Russell T Davies for this return to planet Midnight.  Rather than mimicry and repetition that made the original so chilling, this time the Midnight entity manifests with a different but equally terrifying mechanic – it’s always behind someone, and anyone who ventures behind that person meets a swift and brutal end. The episode cleverly plays with horror tropes – broken mirrors throughout the base, fleeting glimpses of something moving in the shadows, and the sheer panic that spreads amongst the group. And when Ncuti Gatwa’s Doctor realises he’s back on Midnight (now called Planet 6-7-6-7), his face betrays a level of fear we’ve not yet seen from this incarnation. No wonder – this is the monster that utterly defeated his tenth self.

The Art of Building Tension

What makes “The Well” particularly effective is its pacing. It doesn’t rush headlong into action.  It takes its time to establish the atmosphere. The pre-credits sequence drops us immediately into danger, but then the episode pulls back, allowing dread to build organically. The initial exploration of the mining facility, with its eerie silence and broken mirrors, creates a palpable sense of unease before we find Aliss. Rose Ayling-Ellis gives a genuinely haunting performance as Aliss Fenly, the sole survivor on the mining colony, pleading “don’t turn your back on me” with genuine terror in her eyes.

Director Amanda Brotchie, deserves credit for her visual approach. The camera work subtly emphasises negative space – those empty areas of the frame where something might lurk just out of focus. Several scenes employ deep shadows where movement is barely perceptible, tricking our eyes into searching the darkness. This technique plays perfectly into the episode’s central conceit about perception and what lurks just behind us.

Military Might, But Not Right

The episode employs the familiar Doctor Who setup of a military crew in a hostile environment, but with Serving Officer, Shaya Costallion (Caoilfhionn Dunne) emerging as the true hero rather than the standard-issue hard-headed military type. When the Doctor fails to actually solve the problem – despite his clever mercury mirror trick – it’s Shaya who makes the ultimate sacrifice.  This reflects the original “Midnight” where the Doctor doesn’t save the day but merely survives it.

Did Shaya Die in Vain?

The episode’s grim coda suggests Shaya’s heroic sacrifice might have been for nothing. That final scene with Mo (Bethany Antonia) and the telltale whisper behind her suggests the creature escaped after all. Did Shaya throw herself into the well with the creature attached to her, only for it to somehow escape? Or was there more than one entity all along? Personally, I want to believe that Shaya could feel the creature when she jumped and that it found another way to escape.

Whatever the Doctor briefly glimpsed in the shadows as he fled, he clearly didn’t truly defeat it. The creature from Midnight remains as enigmatic and terrifying as ever – we still don’t know what it is, where it came from, or what it wants other than to escape. And that’s exactly how it should be. Some monsters are scarier when left unexplained.  But whether the Doctor will encounter it again remains to be seen.

Ncuti Gatwa’s Doctor Reveals New Depths

Three episodes in, Gatwa continues to define his Doctor with remarkable nuance.  Once again “The Well” give Gatwa the opportunity to show a more vulnerable side to the Time Lord.  There are subtle changes in his posture and vocal tone when he realises he’s on the planet Midnight.  Gatwa conveys centuries of accumulated trauma. This characteristic is perhaps most obvious in Russell T Davies’ Doctors — all the years of experience and painful memories bubbling just beneath his energetic exterior.

This Doctor carries his emotions closer to the surface than some previous incarnations and will always be known for his tears. But Gatwa never overplays these moments. His terror when confronted with the entity’s whispers isn’t the dramatic fear of someone encountering something scary for the first time, but the deep-seated dread of someone revisiting their worst nightmare. It’s a sophisticated performance that adds complexity to his portrayal.

The Earth Mystery’s Escalation

The revelation that Earth isn’t just temporarily inaccessible but has been completely erased from historical knowledge is a shocking development. Previous Doctor Who seasons have threatened Earth’s destruction, but the idea that humanity could be so thoroughly removed from history that even its memory is gone represents a threat of a different magnitude.  This season’s arc is not just about saving Earth from destruction, but rescuing it from having never existed at all in the memory of the universe.

The Mrs. Flood Mystery Deepens

Anita Dobson’s mysterious Mrs. Flood continues to pop up across time and space, this time disguised as an army officer gathering intel about the Doctor and his vindicator device. She’s clearly this season’s thread, much like Susan Twist last year, but with potentially bigger implications. Could she be one of the Guardians? A harbinger of the Earth’s destruction? That seems to be a bit too predictable. Her interest in the vindicator suggests she’s at least knows what is preventing the TARDIS from reaching Earth in 2025.

Belinda and the Doctor – A Partnership Evolving

Varada Sethu continues to shine as Belinda.  The dynamic and connection between the two leads does work better than with the Doctor and Ruby Sunday (Millie Gibson).  I do believe that the time taken to develop the relationship is a factor, but also the Nurse and the Doctor do seem to fit together better.  She’s the companion who didn’t leap at the chance for adventure but rather someone the Doctor needs to work to impress.  She is slowly being won over. The relationship between Belinda and the Doctor continues to develop naturally, with genuine warmth between them. When the Doctor teases, “Girl, you are beginning to enjoy this,” we can see it’s true, despite her protests.  But the horror when she realises the creature is behind her is genuinely affecting, and her ongoing concern about not being able to return home feels authentic rather than manufactured drama.  Her desire to get home adds a tension to their partnership that works.

Disability Integration Done Right

Rose Ayling-Ellis’ performance as deaf survivor Aliss is a highlight, with her disability integrated naturally into the story rather than feeling like a token inclusion. The show cleverly uses floating text shields to show how technology might make communication more accessible, and Ayling-Ellis herself delivers a performance that’s simultaneously vulnerable and fierce.

The episode also makes a subtle but powerful point about what it means to turn your back on someone who relies on lip reading to communicate — you literally cut them off from having any agency in the conversation. This adds another layer to Aliss’s desperate pleas of “don’t turn your back on me.”

Legacy of “Midnight”

“The Well” successfully honours “Midnight” while establishing its own identity precisely because it doesn’t try to recapture the same bottle episode intensity. Instead, it asks what happens when an unknowable horror evolves over hundreds of thousands of years. The original episode’s strength came from its claustrophobic setting and psychological focus; this sequel expands the scope while maintaining the core mystery that made the original so effective.

By refusing to explain the creature or demystify it with excessive backstory, the episode preserves what made the original concept so terrifying – some things in the universe simply cannot be understood through rational means, and attempting to do so may be our undoing.

A Season Finding Its Stride

Three episodes in, and this series of Doctor Who feels more consistent and assured than we’ve seen in years. Each episode has had its own distinct flavour while contributing to the larger mysteries, and the quality has remained high throughout. The overarching mystery of Earth’s apparent destruction and disappearance from history is properly intriguing without overwhelming the individual stories.

“The Well” shows that Doctor Who can still deliver proper scares when needed. By returning to one of its most effective monsters but giving it new dimensions, the show demonstrates how to do nostalgia right — honour what came before while doing something new with it. In many ways, that’s the perfect metaphor for what RTD is doing with his second reign as showrunner.

And while the original terror from “Midnight” still has the edge – how could it not with the brilliant performances from David Tennant and Lesley Sharp — “The Well” left me both satisfied and wanting more.  Exactly how good television should make you feel.

Doctor Who and Ruby Sunday returns Saturday, 3 May 2025, on BBCOne at You at 7.10pm on the 3rd of May on BBC One. And, of course, at 8am streaming on iPlayer in the UK, and simultaneously in your local time zone on Disney+ everywhere else except Ireland.