Everything We Know About Doctor Who Season 15, Episode 3’s “Midnight” Monster

Warning: Spoilers ahead for Doctor Who season 15, episode 3, “The Well.”Doctor Who season 15, episode 3, “The Well,” brings back the same monster from 2008’s “Midnight,” revisiting the lore surrounding the villain and deepening everyone’s understanding of it. However, 2025’s surprise sequel to the David Tennant episode reveals the faceless entity has changed a lot by the time Ncuti Gatwa’s Fifteenth Doctor stumbles into the reunion. Just as Ten was operating on educated guesses, Fifteen doesn’t have much else to work with in “The Well” other than centuries-old memories of a solution he never quite found to the threat posed by the enigmatic creature.

Although Gatwa is the leader of the Doctor Who season 15 cast rather than Tennant, Fifteen faces the same challenges as Ten did when coming up against the nameless feature who first appeared in “Midnight.” If anything, Gatwa’s Doctor has an even greater battle because the monster is actively violent this time around, rather than imitative and manipulative. Having said that, David Tennant’s Tenth Doctor came very close to death in “Midnight,” and Fifteen admits in “The Well” that his last encounter with the monster was the most afraid he’s ever been.

How The Monster Worked In Doctor Who’s “Midnight”

Russell T. Davies introduced the villain in season 4

In the 2008 installment, the monster lived on the surface of a planet called Midnight. The world was covered in diamonds, but the galvanic radiation from its X-tonic star made Midnight uninhabitable for almost all forms of life. As such, tourists would tour the shimmering landscape from the safety of an airtight vehicle. During a Crusader Tours excursion, the shuttle in which the Doctor was a passenger was forced to take a detour and ended up encountering the faceless monster. It couldn’t get into the vehicle at first, but managed to get inside once the door was briefly opened.

Once in the shuttle, the entity took up residence in the mind of Sky Silvestry (Lesley Sharp) and made her repeat everything the other passengers were saying. Ten theorized that the lifeform didn’t understand the words it was stealing, but was learning the language instead. Eventually, Sky started speaking in perfect synch with whoever was talking, with no delay. Then, the monster started targeting only the Doctor’s words, and overtook him so that Ten was the one echoing the words leaving Sky’s mouth.

The other passengers falsely believed the monster had somehow passed from Sky to the Doctor, and they tried to eject him from the ship, so the radiation outside would end the creature’s life. However, they were mistaken. The voice leaving Sky’s mouth was the Doctor’s, but the consciousness inhabiting her mind was still that of the monster that had infiltrated the cabin. With Ten paralyzed by the villain, it was up to the Crusader Tours hostess to notice the truth and sacrifice herself by pulling Sky outside with her. This freed the Doctor of the connection that was draining him.

How The Monster Works In Doctor Who’s “The Well”

Fifteen comes up against the monster again, 400,000 years later

As well as learning from the passengers in “Midnight,” the monster may have had another motive. In “The Well,” Fifteen claims the creature was “playing“ too. As “The Well” is set 400,000 years after “Midnight,” the villain has presumably spent a lot of time alone ruminating about its encounter with the Crusader Tours shuttle. As such, it can do different things and behave in new ways. Perhaps most prominently, the monster no longer needs to exist within a living subject. That said, it does still need to, or perhaps wants to, attach itself to another lifeform.

Although it’s possible to see the monster in “The Well” if you’re skilled with the pause button, it’s still pretty much invisible for the sake of the story. Everyone sees flashes of movement behind Aliss Fenly (Rose Ayling-Ellis), but the audience is never given an unobstructed view. What can’t be denied is the fact that the monster has become physically violent since the last time it crossed paths with the Doctor. Anyone who stands behind Aliss and the entity is hurled up into the air and killed by having their bones shattered.

Why The Monster Is So Much Stronger In “The Well”

400,000 years is a long time to stay the same

The “Midnight” monster is only psychologically manipulative in its Doctor Who debut, but it’s still a threat. Speaking through Sky, it explains that it has been alone for its entire existence before the shuttle and its passengers came along. No one had ever been to that part of the planet before, and the detour had only happened out of sheer necessity. Crusader Tours had no way of knowing that something could survive in the brutal conditions, but their decision ended up causing the deaths of four people. Somewhat fortunately, the monster’s inexperience with other lifeforms limited its efficacy.

Midnight undergoes a drastic transformation over the 400,000 gap between the Doctor’s visits, and that is also true of its presumably lone inhabitant. “The Well” reveals that Midnight’s sun has burned out, and “the wars” in the system contributed to the planet being stripped of all its diamonds, and Ten declares at the end of “Midnight” that he’s going to end all tourism on the barren world. So, the monster went underground to a more familiar environment, as diamonds still existed below the planet’s surface.

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The monster only emerged again once the miners on Midnight, now renamed Planet 6767, struck bedrock and began hauling out the diamonds from down below. The invisible beast had been waiting down there for hundreds of thousands of years, changing and dwelling on its joy of toying with other lifeforms. When it came out, Rose says it was “laughing,” and it started playing with the miners in new ways. By the time the Doctor arrived, the monster had been experimenting for over two weeks, which was far longer than it had the first time around.

What Doctor Who’s “Midnight” Monster Wants

The creature wants something simple, but nefarious

The monster from “Midnight” was probably content on its own until it experienced contact with other beings in the 2008 episode. After that, it wanted more playthings, as it took a sick kind of joy out of turning everyone against each other while learning what makes them tick. Thankfully, the monster was forced back out to the surface of Midnight, and it never had the chance to return to civilization. Even if it was lurking outside the leisure palace, it couldn’t get through its walls. Unfortunately, it had gained a hunger for its nefarious interactions.

The monster’s emergence from the diamond mine in “The Well” probably marked the first time it had come across other lifeforms in 400,000 years. So, its goal remained the same, which was essentially to be cruel to everyone for the joy of it. This time around, it wanted to leave Midnight. By attaching itself to someone, it was trying to get taken up to a ship and away from Planet 6767. Worryingly, the ending of “The Well” proves it finally managed to do so, and will presumably wreak far more havoc in the Doctor Who universe.

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  Doctor Who

  Release Date

  2005 – 2022-00-00

  Directors

  Graeme Harper, Euros Lyn, Douglas Mackinnon, Jamie Magnus Stone, Charles Palmer, Rachel Talalay, Joe Ahearne, James Strong, Jamie Childs, Saul Metzstein, Toby Haynes, Wayne Che Yip, Nick Hurran, Richard Clark, James Hawes, Daniel Nettheim, Colin Teague, Keith Boak, Azhur Saleem, Adam Smith, Andrew Gunn, Nida Manzoor, Lawrence Gough, Paul Murphy

  
  

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    Jodie Whittaker

    The Doctor

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  Doctor Who

  
  

  5/10

  Release Date

  December 25, 2023
  

  Directors

  Douglas Camfield, David Maloney, Christopher Barry, Michael E. Briant, Barry Letts, Michael Ferguson, Richard Martin, Peter Moffatt, Pennant Roberts, Lennie Mayne, Chris Clough, Ron Jones, Paddy Russell, Paul Bernard, Michael Hayes, Timothy Combe, Morris Barry, Gerald Blake, Graeme Harper, Waris Hussein, Rodney Bennett, Mervyn Pinfield, Hugh David, John Gorrie

  
  

  
  

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