Doctor Who Season 2 Episode 3, “The Well,” injects a shot of adrenaline into the proceedings with a genre-bending, sci-fi/horror adventure. It’s also a delightful sequel to “Midnight.” This outing is a propulsive and compelling bit of television from start to finish. Also, terrifying.
RELATED: Read our recap of the previous Doctor Who episode, “Lux”
Doctor Who, “The Well”
We open with the Doctor (Ncuti Gatwa) and Belinda (Varada Sethu), still in their 1950s garb. The attempt to send the TARDIS back to Earth on May 24, 2025. However, it continues to bounce off that day. Belinda wonders if this means Earth no longer exists. Perhaps it was struck by an asteroid or consumed by a giant moth. She panics and worries about her parents. Are they okay? Our titular Time Lord embraces her, reassuring her that he’ll meet her parents and even sing to them. He promises he’ll get her home safely.
Then, the TARDIS lands, well, somewhere. Now, they can grab the Vindicator and get another reading. Each reading and new location will bring them one step closer to home. They’re 500,000 years into the future. Hot damn. Belinda asks if humans still exist. The Doctor informs her that humanity ventures out into the stars and makes their mark. Of course they still exist. And if those they encounter don’t speak English, the TARDIS will translate for them.

Like Mystery Shoppers
After the requisite costume change, our dynamic duo winds up on a ship with a cluster of Troopers. Shaya Costallion (Caoilfhionn Dunne), the Troop Leader, orders her soldiers to jump off the vessel once their helmets are secured. Naturally, the Doctor and Belinda are bewildered before they find themselves hurtling through space toward an unknown planet. When they land, we hear a bit of melody from what sounds like the Tenth Doctor era (I tried in vain to find the track name).
RELATED: TV Review: Doctor Who Season 2 Premiere
Upon landing, the Doctor sets up the Vindicator. However, Shaya and her Troopers have their weapons trained on him and Belinda. The Doctor flashes his psychic paper, revealing he’s above their commanders. He and Belinda pretend they’re there to test Shaya and her team — like mystery shoppers. The Doctor grabs the Vindicator after its reading is complete. We learn that this is planet 6-7-6-7, and the atmosphere is rife with Galvanic Radiation.
Thus, the Doctor and Belinda can’t return to the TARDIS, which is in Shaya’s ship, until the latter slides down at retrograde velocity. This process will take five hours. Luckily, they have enough oxygen in their suit to last five months. The Doctor pretends he doesn’t know anything about this mission (to be fair, he really doesn’t). He asks Shaya to explain why they’ve traveled all this way to a planet where nothing can flourish. Nothing can live on a rock like this.

Hope Is Irrelevant
Shaya reveals that Colony 15 is here — a basic mining operation with a mercury drop line. The miners strip away layers of Carbon 46. Unfortunately, the base, which contains 35 colonists, went silent 15 days ago. Mo Gilliben, aka Trooper 3 (Bethany Antonia), informs the group that they can’t scan for heartbeats due to the radiation, but there’s still hope. “Hope is irrelevant,” Shaya mutters, a stark contrast from the Doctor’s “Hope can change the world” speech on last week’s episode.
RELATED: Doctor Who: 11 Easter Eggs in “Boom”
Once they’re all inside the base, the Doctor and Belinda strip off their packs and outerwear. Belinda wonders if anything could reside underground on this planet. The Doctor tells her that Galvanic Radiation soaks through everything, rendering it unlivable. Kai Sabba, aka Trooper 2 (Gaz Choudhry), reveals he’s found a body. The Doctor and Belinda examine the corpse, determining that all his bones are broken.
As they move through the base, our crew encounters more corpses, some with broken bones, others with gunshot and stab wounds. A myriad of fatal injuries. Also, whoever or whatever killed them smashed all the mirrors. Cassio Palin-Paleen, aka Trooper 1 (Christopher Chung), orders the Troopers to shoot to kill if they encounter anything — or anyone — hostile.

Aliss Fenly
Finally, the group encounters a survivor of whatever attacked the base: Aliss Fenly (Rose Ayling-Ellis). She’s Deaf. She signs while speaking, stating she wants to go home. Aliss looks terrified. The Doctor signs in response, reassuring her that they’ll do whatever she wants. Shaya, Cassio, Mo, Kai and the other Troopers point their weapons at Aliss.
RELATED: Geek Girl Authority Crush of the Week: Doctor Who‘s Ruby Sunday
Aliss explains that everyone in the base, save her, went mad. She gestures to the body of her best friend, Sal, who’s on her left. Aliss reveals she had to shoot Sal because the latter tried to kill her. We also learn that Aliss is from Monpasso, and she has a two-year-old daughter who’s with her dad.
At one point, the Doctor and Aliss sign without speaking, prompting Shaya to order them to keep conversations audible. “Signing still makes some people paranoid,” the Doctor remarks. I love this observation. He puts on a device that displays a screen, which transcribes whatever he says for Aliss to read. Circling back to killing Sal, Aliss admits she’s never fired a gun in her life, but what was she supposed to do? Let Sal murder her? Aliss tells the group that she’s a cook, not a soldier, having cooked for the miners on the base for a year.

Fifteen Days
Then, Belinda notices Aliss’s injured arm. She approaches Aliss slowly, telling the latter she’s a nurse. Aliss finds it strange that a nurse can’t sign. That’s against the law here. Belinda admits they have different laws. The Doctor asks how long Aliss has been on her own. “Fifteen days,” she says. All she knows is that everyone lost it. She’s unaware if mercury seeped in or if an unknown substance inexplicably infiltrated the base. She gets emotional. The Doctor embraces her.
RELATED: 6 Doctor Who Episodes That Show the Eleventh Doctor’s Personality
Next, Shaya informs the Doctor that they are heading to Central Control. The Doctor tags along while Belinda stays behind to patch up Aliss. Mo brings Belinda a first-aid kit. Of course, Belinda doesn’t recognize anything in it — well, save the simolin (Missbelindachandra One had plenty of that). Mo remarks that Belinda is “a funny sort of nurse.”
Meanwhile, the Doctor, Shaya and Cassio arrive at Central Control. He observes a massive seed-well, where the miners would drop the mercury lines and drill down. They can haul up two blades of Carbon 46 every day. Shaya remarks that nobody’s responding due to a restraining bolt on the system. She raises her weapon and fires upward, destroying said bolt and giving them access to the servers.

A Citizen of Lombardo
The Doctor compliments her on her shooting skills. Shaya admits she joined the military at 14 after a tough upbringing on Lombardo. The Doctor comments that Lombardo is a joint foundation with Earth. Unfortunately, neither Shaya nor Cassio has heard of Earth. They also don’t know what humans are. This gives the Doctor pause.
Elsewhere, Belinda tells Mo that she and the Doctor made their squad a total of 13, an unlucky number. Belinda wonders if this old Earth belief is no longer observed. Mo’s also never heard of Earth. Strange. Before Belinda can truly absorb this, though, she spies something terrifying behind Aliss. It appears and disappears in the blink of an eye (but this is Doctor Who, so don’t blink, y’all).

Kai keeps his weapon at the ready as he calls out to whatever could be behind Aliss. Nothing. Belinda dismisses it as a big ole nothingburger. Aliss’s anxiety is through the roof, and rightfully so. After this, Belinda applies a glaze to Aliss’s arm wound. She asks Aliss if she’s heard of humans. Like Mo, the answer is “no.”
Out of the Well
At the same time, the Doctor utilizes his sonic screwdriver to restore corrupted files on the server. He, Cassio and Shaya watch the last footage from the miners before their untimely collective demise. “It came out of the well, and we don’t know how to stop it!” the base commander shouts out. Another Trooper confirms to Shaya that after a sweep of the walkways, Aliss is, indeed, the only survivor.
RELATED: Classic Doctor Who by Big Finish: Highlighting the Best Audio Dramas, Vol. 2
Later, Belinda is taken aback again by whatever’s lurking behind Aliss. She reassures Kai that Aliss didn’t do anything out of place. Belinda insists to Kai and Mo that she didn’t see anything. Her eyes are playing tricks on her. However, they’re unconvinced. Suddenly, Mo sees something, too. While there’s “literally nothing” there, Mo, like Belinda, saw something.
After this, Kai orders another Trooper to establish a circle with Aliss as the center point. Aliss tearfully urges them to leave her alone. The other Trooper slowly moves behind Aliss. Meanwhile, the Doctor, Shaya and Cassio isolate the audio for one miner in the footage, who says, “We don’t know what it is.” The Doctor asks Shaya where the Galvanic Radiation on 6-7-6-7 comes from. The sun, but it’s now a Grey Star.

Midnight
Before said star collapsed, it was Xtonic Star — well, 400,000 years ago. Then, we learn this is a diamond mine. The entire surface of the planet was once made of diamonds. Hmm … that sounds familiar. The planet’s old name? Midnight. We see a flashback of the Tenth Doctor (David Tennant) and Sky Silvestry (Lesley Sharp) after the entity possessed her as part of the Fifteenth Doctor’s memories. It dawns on him what killed all these miners.
RELATED: Doctor Who: Our Favorite Easter Eggs From “Lux”
Suddenly, the other Trooper working with Kai is thrown into the air by the entity behind Aliss. Said Trooper dies. The Doctor, Cassio and Shaya return as everyone spirals in the aftermath of the kill. When Cassio learns of the Trooper’s death, he turns on Aliss, but she insists on her innocence. Belinda vouches for her, declaring it was the thing behind her that executed the kill. The Doctor urges everyone to remain calm; however, Cassio asserts he doesn’t take orders from our Gallifreyan.

Aliss admits she knows something is behind her. Unfortunately, it can’t be seen, and it can’t be stopped. Something emerged from the well, and it was laughing. Now, it’s behind Aliss. Belinda encourages everyone to look behind Aliss to confirm this for themselves. Shaya remarks that it doesn’t make sense. There can’t be something behind Aliss from every angle.
Red Code
Belinda explains that if anyone walks behind the entity behind Aliss (good golly, I’ve never written “behind” so many times in my life), they die. The Doctor adds that if it were a clock face, you’d die at midnight.
RELATED: TV Review: Doctor Who Season 2 Episode 2, “Lux”
Then, Aliss confirms that the miners killed each other to get rid of this entity. Whenever you murder the host with said entity as an unwanted passenger, the entity passes to you. Rose Ayling-Ellis delivers a gripping, magnetic performance. The Doctor admits he’s been here before. A different life, back when the world was made of diamonds. At that time, the entity loved to play games. It was learning from the Doctor and those passengers. It had no name, no presence, no self.
Cassio decides to rebel. He enacts a Red Code, claiming Shaya is unfit to lead them. Kai seconds the Red Code. What if they extract whatever’s behind Aliss and kill it if necessary? Or what if they simply take out Aliss? Cassio urges Kai to engage. The Doctor tries to order them to stand down, but Cassio threatens to shoot him. Either they disprove the Doctor’s story, or they meet the enemy.

A Flurry of Murders
The Doctor urges Belinda, Shaya, Mo and the other Troopers not to look. As Kai circles behind Aliss, the entity goes into killing mode, sending Kai flying through the air to his death. Then, it proceeds to slaughter a few more Troopers in quick succession. Lastly, it takes out Cassio after Shaya orders Aliss to turn her back on him. After he dies, Shaya admits she did this on purpose, knowing it would kill Cassio. However, he was out of line. The Doctor tells her that this is what the entity wants — for them to turn on each other.
RELATED: Classic Doctor Who by Big Finish: Highlighting the Best Audio Dramas
Aliss tearfully claims she’s not responsible for the murders. The Doctor believes her. Shaya insists they leave the base. She apologizes to Aliss, claiming she must remain there because she’s contaminated. Belinda vehemently objects to this. The Doctor approaches Aliss and addresses the entity behind her. He hears whispering, reinvigorating his old fears from all those years ago when he had a different face. It dawns on the Doctor that Aliss can’t hear the whispering. Side note: Ncuti Gatwa is such a force of nature.
Then, the Doctor springs into action. He urges Shaya to fire on the right-hand and left-hand pipe vents, releasing a shower of mercury. The Mercury 16 will reflect the entity. After all, it broke all the mirrors, so it clearly doesn’t want to see itself. Suddenly, the force of the entity’s outline appearing in the mercury propels Aliss toward the Doctor. He catches her. She’s now free of it.

Behind Belinda
As the Doctor and the others run toward the airlock, we see brief glimpses — outlines, more like — of the creature. After a few Troopers escort Aliss to the ship, a shock wave ripples through the base, knocking everyone remaining down. The Doctor claims no one can leave yet because, as it turns out, the entity is now behind one of them: Belinda.
RELATED: Read our Doctor Who recaps
Shaya asks if the human system is similar to the Lombardic system. If so, a shot fired three millimeters above the superior vena cava of the heart could mean death or a narrow survival. Should Shaya do this, the creature will hop onto her back. Shaya shoots Belinda. Mo immediately begins rescuscitating Belinda as Shaya flees with the entity perpetually behind her. The Doctor gives chase. He watches Shaya as she leaps into the well with the entity. What a hero.
Belinda wakes up in the TARDIS. The Doctor reassures her that her heart is fine. Shaya, however, is gone, along with the entity. Belinda mentions that none of the Troopers — or Aliss — had heard of Earth. What’s happened to Earth? Unfortunately, the Doctor has no idea. Meanwhile, Mo speaks to a superior officer about giving Shaya posthumous recognition for her heroic sacrifice and Cassio for, well, doing his best. The squadron followed the Doctor’s orders to nuke 6-7-6-7 once they were in orbit. We see said officer is none other than Mrs. Flood (Anita Dobson). She’s back!
Is It Still Here?
Mrs. Flood asks if the Doctor had the Vindicator with him, showing Mo a photo of when he used it in Miami in 1952. Mo confirms this. Suddenly, Mo hears the TARDIS departing. She runs into her friend Val (Amy Tyger), who senses something is amiss with Mo. Mo panics. As the screen cuts to black, we hear faint whispering. Uh-oh. What does it mean?
Doctor Who Season 2 airs on Saturdays at 3 am EST/12 am PST on Disney+ and 8 am BST on BBC iPlayer in the UK.
What’s New on TV This Week (Apr 27 – May 3)
- DOCTOR WHO Recap: (S02E06) The Interstellar Song Contest - May 17, 2025
- MURDERBOT Recap: (S01E02) Eye Contact - May 16, 2025
- MURDERBOT Series Premiere Recap: (S01E01) FreeCommerce - May 16, 2025