Warning: Spoilers ahead forDoctor Whoseason 15, episode 3, “The Well.“Doctor Whoseason 15, episode 3, “The Well,” begins as though it’s going to be a brand-new adventure for the Doctor, but the installment gradually reveals itself as a sequel to a story fromDavid Tennant’s era as the Tenth Doctor. The episode that’s being continued after almost two decades isDoctor Whoseason 4, episode 10, “Midnight.“The 2008 effort left Ten without his companion during his tripout to see the planet’s surface. Although he had people with him, calling them companions would have been a stretch.

With Ncuti Gatwa now leading theDoctor Whoseason 15 castas the Fifteenth Doctor, the Time Lord accidentally returns to the now-two-part story’s titular location. As part ofthe challenge of getting Belinda Chandra (Varada Sethu) home, Fifteen and his companion are landing as often as they can to give the Doctor’s Vindicator all the data it needs to help the TARDIS make its way back to Earth on May 24. As is usually the case, what should have been a short trip ends up being a death-defying adventure, andthe Doctor is reunited with an ancient adversary.

Ncuti Gatwa looking afraid as the Fifteenth Doctor in Doctor Who

What Happened To Midnight & How Long After The Tenth Doctor’s Visit “The Well” Takes Place

“The Well” is set 400,000 years after “Midnight”

The Fifteenth Doctor finds himself on a planet named 6767 in “The Well,” although it was once known by a different name. When he was last there, as Ten, the Doctor knew the world as Midnight. The entire surface was filled with diamonds, which made it a prime tourist destination, despite the X-tonic rays beating down on the surface from the planet’s sun. In the 2025 sequel episode, 400,000 years have passed, and the sun has since become a gray star. Although it’s no longer putting out as much X-tonic light,the galvanic radiation remains soaked into the 6767 itself.

It would seem that at some point in the 400,000-year gap between the Doctor’s visits, there was a lot of bloodshed either due to or in the vicinity of Midnight.

David Tennant looking serious as the Tenth Doctor in Doctor Who

Planet 6767 looks very different in “The Well” compared to how it looked as Midnight. Although very few details are given, Caoilfhionn Dunne’s Shaya Costallion does provide a token explanation. She tells Fifteen,“The sun burnt out, the wars came, they stripped all the carbon off the surface and left it ruined.“The “carbon” Shaya’s referring to is carbon 46, which is another term for the planet’s diamonds. So, it would seem that at some point in the 400,000-year gap between the Doctor’s visits, there was a lot of bloodshed either due to or in the vicinity of Midnight.

The Monster In “The Well” Is The Same One From Doctor Who Season 4’s “Midnight”

Fifteen is caught off guard by the dangerous reunion

The platoon in “The Well” is investigating a mysterious communications blackout at a mining settlement on Planet 6767. The bodies that are found either shot dead or fatally assaulted are traced back to an entity that is, for all intents and purposes, invisible. The Doctor has faced shapeless enemies before, so there was never initially a guarantee that what they were facing was the same monster Ten had faced in “Midnight.” However, onceFifteen has figured out that he’s standing on the same planet as he did as Ten, it all becomes clear that a reunion is taking place.

Usually, the Doctor coming up against an enemy for a second time means he’s more prepared and is aware of any weaknesses. With the Midnight Monster, Ten was lucky to survive the encounter. He didn’t really come up with any proper way of defeating it, as it took the act of someone sacrificing themselves to stop the creature. So,Fifteen doesn’t have an advantage during this particular rematch, which is a rare scenario for the Doctor. In fact, Fifteen admits that “Midnight” was the most afraid he has ever been.

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The “Midnight” Monster Is Far More Powerful In Doctor Who Season 15

Fifteen has to account for the villain’s new abilities

The villain’s return for the first time since “Midnight” comes with certain changes to the invisible beast. It has changed a lot over the long period it has presumably been alone. Whereas its debut had the monster inhabiting a single person, Lesley Sharp’s Mrs. Sky Silvestry, and imitating everyone else aboard,it eventually focused on the Tenth Doctor and paralyzed him after taking his voice. After that, it was the other passengers' paranoia that posed the biggest threat to the Doctor as they tried to push him out of the airlock. In “The Well,” the entity is actively violent.

“It came out the well, and they said it was laughing.”

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  • Aliss Fenly (Rose Ayling-Ellis) inDoctor Who, season 15, episode 3, “The Well.”

The Doctor theorizes in “Midnight” that the monster is learning by inhabiting Sky and copying everyone, but Fifteen has had time to ruminate about its motivations. Now,the Doctor also thinks the entity was “playing.“Plus, it also appears to have gained the ability to exist outside a living body, but not apart from it. In “Midnight,” the monster itself isn’t shown, butit’s possible to catch a glimpse of it in “The Well"if the episode is paused at the right time. It uses this corporeal form to murder people in cold blood if they step behind it.

The monster knows the Doctor’s name in “The Well,” suggesting it has some kind of telepathic ability.

There’s also the possibility that the enigmatic creature has the ability to actively instill fear in those around it. In “Midnight,” those aboard the Crusader Tours vehicle stayed relatively levelheaded for an impressive length of time, but the tense scenario did eventually descend into chaos. On the other hand,everyone starts to become irrationally reckless far quicker in “The Well.“If the monster has been alone for 400,000 years, it’s not unreasonable to assume that it has managed to hone this ability, if it ever had it in the first place.

“The Well” Is A Reminder That “Midnight” Remains One Of Modern Doctor Who’s Best Episodes

Russell T. Davies chose a brilliant villain to flesh out

Despite thesoft reboot ofDoctor Whoin the Disney era, showrunner Russell T. Davies hasn’t shied away from referencing the franchise’s rich history. For example, Sutekh’s return explored the recesses ofDoctor Who’s classic era. After making astealth sequel to a 1975 Tom Baker story, the doors were blown wide open for the show to continue other forgottenDoctor Whoplots. So, Davies could have written a sequel for pretty much any one-off villain, but he chose “Midnight” because it’s one of his best scripts, and one of the finest adventuresDoctor Who’s modern erahas to offer.

“The Well” was co-written by Sharma Angel-Walfall.

Despite being family-friendly,Doctor Whohas been known to be genuinely scary during its time. “Midnight” is one of the best examples of that, and is proof that the show can thrive even when stepping into the realm of psychological thrillers. The episode not only champions the adrenaline rush that comes from an unseen villain but also makes events scarier by having the Doctor lose control of the situation and being visibly terrified. In a show that often has multi-episode or even full-season arcs, “Midnight” is/was a perfect example of aDoctor Whostory that works in isolation.

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An alien from the planet Gallifrey travels through time and space to explore, solve problems and fight injustice while also making friends with human beings. His spaceship, called TARDIS, resembles a police box, but it is much more than it appears to be.

Doctor Who: Released on June 07, 2025, this series follows the Doctor and their companion as they journey across time and space, encountering a range of extraordinary friends and adversaries, expanding the universe of the long-running British science fiction series.