Doctor Who season 2, episode 3 spoiler review: 'The Well' is a "ruthlessly gripping" installment that challenges Belinda

There's a moment in 'The Well' – the unsettling third episode of Ncuti Gatwa's second season of Doctor Who – that directly calls back to James Cameron's all time sci-fi classic Aliens.

In that film, Sigourney Weaver's battle-scarred Ellen Ripley, trapped on a world full of acid-blooded Xenomorphs on a mission that has gone seriously SNAFU, advises, "I say we take off and nuke the entire site from orbit." In 'The Well' trooper Cassio suggests something similar, using almost exactly those words. It's a clear nod to a film that is generally considered a benchmark for sci-fi sequels – one that expands the scope of its fictional universe without ruining the original.

Spoilers for 'The Well'

This is pertinent to 'The Well,' a surprise (if you've been lucky enough to avoid leaks that is – Robyn from 'Lux' surely knew this was coming) sequel to the 2008 David Tennant classic 'Midnight,' AKA the one where Lesley Sharp is possessed by an invisible monster and starts to mimic everyone.

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'Midnight' remains a beloved episode precisely because it is that rarest of things: an episode where the Doctor is always on the back foot. By the end he has learned nothing about the peril he's faced, and only survives thanks to the brave sacrifice of a woman he barely knows. Filling in the creature's back story or actually showing the monster in a sequel would be a huge mistake.

Happily, 'The Well' doesn't go there. A couple of fleeting glimpses of something in the shadows aside we neither see anything of the creature (listed in the credits as It Has No Name) nor really learn anything about it. Hell, we don't even know that it definitely is the same entity – the Doctor just makes that assumption and runs with it.

The episode takes place 500,000 years in the future. In the pre-credits sequence the TARDIS materializes on a spaceship and the Doctor and Belinda are immediately thrust into a perilous mission alongside a squad of soldiers intent on investigating why the mining colony on Planet 6-7-6-7 has gone quiet.

Key to this is Aliss (Rose Ayling-Ellis), a lone survivor who initially claims that the crew went mad and killed each other. Aliss is deaf, and while the Doctor can sign, the soldiers are forced to rely on some nifty communications technology that presents their dialogue as floating speech bubbles – a neat idea, elegantly realized on screen.

The question of how complicit Aliss is in the deaths of her colleagues lingers for much of the episode, but what eventually becomes clear is that something unseen has attached itself to her. Anyone who stands behind this invisible creature is killed – a great playground horror sort of idea in the "don't blink" tradition. Simply killing Aliss won't work either – doing so would cause the creature to leap to whoever ended her life.

Whispers in the dark

'The Well' takes the time to linger in the deep unease of this situation. It's pretty much halfway through the episode before the entity makes its presence properly felt, with director Amanda Brotchie, working from a script by Russell T Davies and Doctor Who newcomer Sharma Angel Walfall, wringing as much tension as possible from the gloomy, claustrophobic set.

That will please many. Doctor Who fans often long for the show to be "darker," though that's usually a fairly surface level criticism given that much of Davies' Who uses a bright aesthetic to mask bleaker themes. Certainly those who found 'The Robot Revolution' and 'Lux' a little too comic will find much to enjoy here. Tonally, 'The Well' feels like a companion piece to episodes like 'The Impossible Planet,' 'The Satan Pit,' and 'The Waters of Mars.' Not, however, 'Midnight' itself.

And therein lies my slight questioning of how effective 'The Well' actually is as a sequel. The being in 'Midnight' has a very specific gimmick: it copies people as it learns how they communicate, and uses that to turn them against each other. There's some in-fighting in 'The Well' for sure, but this creature seems to have an entirely different MO. The slide from jokes and banter to desperation and paranoia in 'Midnight' is also missing, here replaced with a pervasive sense of creeping dread from the start.

That 'The Well' never falls back on old tricks is admirable, but also left me wondering about the point of making it a sequel at all. You could change the name of the planet, strip out the brief shots of the 10th Doctor and Sky Silvestry, and it wouldn't substantially alter the episode. The 'Midnight' connection doesn't actually add anything to the story other than a brief thrill of recognition.

Perhaps that's a reductive way of looking at it, though. Like Aliens, 'The Well' is consciously doing something slightly different and it certainly doesn't take away from or damage the original episode. Gatwa and Sethu remain a strong team and, after two largely very fun adventures, it's exactly the right time for Belinda to experience the harsher side of life with the Doctor – which she does, in a late episode shock that echoes a similar moment in 'Boom' last year.

There's a solid guest cast too – notably Rose Ayling-Ellis who strikes the right balance between empathetic and just a little bit eerie, but also Caoilfhionn Dunne as Shaya, the leader of the soldiers who is, refreshingly for Doctor Who, presented as entirely competent and willing to hear the Doctor and Belinda out.

Three episodes in and this is shaping up to be a really strong run. 'The Well' isn't as thrillingly new as 'Lux,' but it's tougher, tenser, and more ruthlessly gripping than 'The Robot Revolution.' It will certainly please those hoping for a return to Saturday scares and the confidence on show this season is striking. Next up: the return of Ruby Sunday.

Doctor Who: 'The Well' is out now on Disney Plus and BBC iPlayer.

For more great new TV, check out our guide to the best new shows coming your way in 2025.