DISCLAIMER: Spoilers lie ahead for Doctor Who‘s “The Well.” Proceed at your peril.
What does one find on an uninhabitable planet 500,000 years into the future? Absolute terror, for starters. You might also find Slow Horses‘ Christopher Chung — who plays Cassio on this week’s Doctor Who — in a spacesuit, looking at a certain Time Lord with abject disdain.
Doctor Who, Season 2 Episode 3, “The Well”

Doctor Who Season 2 Episode 3, “The Well,” transports our eponymous Gallifreyan (Ncuti Gatwa) and his companion, Belinda (Varada Sethu), to a brutal alien world where mining carbon is the name of the game. However, the Doctor unexpectedly comes face-to-face with an old enemy — one unseen, essentially unheard (at least not in its true voice) and unnamed. Yes, this is a sequel to “Midnight,” and, yes, it utterly delivers.
Writers Russell T Davies and Sharma Angel-Walfall effectively build on this entity’s capabilities since it met the Tenth Doctor (David Tennant). After all, it had 400,000 years to evolve. Admittedly, this creature is still just as terrifying as the spine-tingling, bottle-episode-like adventure “Midnight” offers. If anything, the handful of jump scares to punctuate the conclusion of the first act might be more frightening than “Midnight.” Perhaps this is a hot take, but I stand by it.
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Fear and Wisdom

“The Well” deftly cultivates an atmospheric, tense experience, adding layers to that tension until it culminates in a fever pitch of frenzied action. That light bulb moment for the Doctor, when he realizes that this planet used to be called Midnight, awakens a fear we haven’t seen yet in this iteration of the Time Lord.
Additionally, for the first time, Gatwa’s Doctor reads as an alien who’s quite old. Really, this is the oldest the Doctor has ever been. We see the age and wisdom in his eyes of a long life lived. While there’s still a spring in the Fifteenth Doctor’s step, it seems a bit heavier here than in episodes past. Gatwa is equal parts commanding and tender. He’s sage, wearing the Doctor’s thousands of years of experience on his sleeve. Yet, he also imbues our hero with a renewed vigor.
MVP

While Gatwa and Sethu’s consistently compelling performances serve as the anchor for this season, the MVP for “The Well” is indisputably Rose Ayling-Ellis. As Aliss Fenly, Ayling-Ellis captures the terror and anxiety of having an invisible, malevolent, murderous force perpetually behind you. Her fear is palpable — we can feel it through the screen. I’d argue she’s our audience perspective. We view this horror-mystery through her. That said, this episode is bolstered by great performances all around.
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I love that we never see this creature in full detail. Like many a horror flick before it, “The Well” only gives us flashes and brief glimpses — outlines and shadows of this nameless entity. It’s a smart decision that plays into the psychological horror aspect of it all. Not knowing what it truly looks like makes it all the more terrifying, this omnipotent, ubiquitous juggernaut with the ability to kill at will.
Additionally, Davies and Angel-Walfall offer a well-developed supporting character in Shaya (Caoilfhionn Dunne), who deserves her own one-off prequel episode after her heroic sacrifice. Seriously, I’d watch the hell out of a young Shaya trying to survive on Lombardo.
Mrs. Flood Is the New Susan Twist
Besides the central episodic narrative of the unseen serial killer, “The Well” continues to flesh out the seasonal mystery surrounding Mrs. Flood (Anita Dobson). She’s this season’s Susan Twist, it seems, appearing in every episode of Season 2 thus far. Admittedly, this creative move gives me pause. It feels repetitive, given, you know, Susan Twist’s appearances in Season 1. However, I’d be lying if I said the enigmatic Mrs. Flood didn’t fascinate me. Who is she? What is her connection to May 24?
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Beyond that, “The Well” decisively wipes Earth and the human race from its future. 500,000 years after 2025, and nobody has heard of our little blue planet or, well, us. This certainly lends credence to the theory that some unknown force eradicates Earth on May 24. Could it be Mrs. Flood?
Did It Survive?

“The Well” delivers a wallop of a cliffhanger featuring poor Mo (Bethany Antonia). We assume the entity is now trapped in the well after Shaya leaps into it (with the creature essentially on her back). However, this ending hints that it hopped onto Mo after the Doctor freed Aliss from it (or perhaps after Shaya shot Belinda). Meaning, Shaya potentially sacrificed herself for nothing.
If you recall, in “Midnight,” the Hostess (Rakie Ayola) sacrifices herself by shoving herself and Sky Silvestry (Lesley Sharp), still possessed by the entity, out of the train and onto the planet’s unlivable surface. Even if it was attached to Shaya, it might survive yet another jump. Or, as speculated above, it was never on Shaya to begin with.
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This tantalizing conclusion with Mo leaves the narrative open-ended for more adventures with this entity. Well, at least that’s how I interpreted it. Regardless, Doctor Who cleverly plays up the horror elements in “The Well,” and it’s a blast all around. It’s well-paced and damn terrifying. If I were you, I’d make this a rewatch double feature, starting with “Midnight” and leading into its worthy successor. You won’t regret it.
Doctor Who Season 2 drops new episodes every Saturday at 3 am EST/12 am PST on Disney+ and 8 am BST on BBC iPlayer in the UK.
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