This review was made possible by Popped receiving an advanced screener of the third episode of Doctor Who Season 2, titled “The Well.”
Doctor Who Season 2, Episode 3, titled “The Well” is here. Following the events of “Lux,” The Doctor (Ncuti Gatwa) and Belinda (Varada Sethu) find themselves far in the future, on a tough, brutal planet, where a devastated mining colony has only one survivor, Aliss (Rose Ayling-Ellis). To discover the truth, The Doctor and Belinda must face absolute terror, a very familiar, yet deadly threat.
SPOILER WARNING: I will be diving into full spoiler territory regarding the latest episode of Doctor Who. You have been warned!
This Week’s ‘Doctor Who’ Antagonist? It Has No Name
Well… the cat is out of the bag. Having first appeared in the Series 4 episode “Midnight,” the Entity — or “It Has No Name,” as referred to in the episode’s credits, is back. The rumours turned out to be true, and “The Well” finds itself serving as a spiritual sequel to that unforgettable David Tennant episode from RTD1. I must admit, I had my doubts going into this episode, still believing the whispers were just speculation. However, the build-up to the reveal is so brilliantly executed that it more than earns its place.
From the initial mention of galvanic radiation by Platoon Leader Shaya Costallion (Caoilfhionn Dunne), to the eventual descent into screaming chaos from recovered CCTV footage — “We don’t know what it is!” — the sense of panic is relentless. Sharma Angel-Walfal‘s script doesn’t just revisit the atmosphere of “Midnight,” it escalates it. The horror here is physical, brutal, and terrifying. Victims are discovered with their bones shattered, as though thrown by an unseen force — a signature of the Entity, having previously seen it rip the cockpit of a spacecraft off. In contrast, others lie with laser burns on their backs, clearly killed by fellow crew members in the madness. It’s a detail that hammers home the real danger of “The Well”: not just the monster, but the fear it breeds.
The Entity’s behaviour is fascinating. It lingers behind Aliss, but anything that dares to stand behind it is dispatched instantly, with a violent kinetic blast. The chaos this creates, and the shock value it delivers, is deliciously nasty. A particular standout moment is when Hanno (played by Annabel Brook) turns to look for it, but is killed, just as The Doctor recognises a horrifying truth. The planet, designated 6-7-6-7, was once known as Midnight. The so-called “Carbon 46” mine? A diamond mine, which, of course, used to make for the glorious landscape of the planet. The reveal is punctuated with a jarring flashback to Tennant’s terrified face in the original episode. It’s a moment of pure fan service — but utterly earned.
Visually, the Entity remains mostly unseen — and wisely so. We only glimpse flashes: sharp teeth, black skin, the suggestion of thin tentacles. It evokes Venom, Audrey II, and Prisoner Zero, but never fully becomes any of them. It’s the idea of the Entity that terrifies, and the way it’s revealed, almost like a jumpscare reflection behind Aliss’ head during conversation, is incredibly effective. There’s even a chilling logic to the way it attacks: only those positioned at “Midnight,” if the base’s floor were a clockface, are killed.
A True Hero’s Sacrifice… Wasted
One of my favourite elements of The Well is Caoilfhionn Dunne’s performance as Shaya Costallion — a stern, cold-hearted figure whose arc brings unexpected emotional depth. She begins as a hardened military leader, focused on control and efficiency, but gradually comes to terms with the true danger of the mission. Her second-in-command, a trooper named Cassio (Christopher Chung), offers the good cop/bad cop archetype, which brings a lot more light into Dunne’s performance. By the end of the episode, she makes a crucial sacrifice to save Belinda and the rest of her surviving platoon from the Entity. In a moment of shocking brutality, Shaya ultimately takes her own life, throwing herself down The Well to allow The Doctor, Belinda, and Mo (Bethany Antonia) to escape through the airlock. With only six people able to pass through at a time, and a group of seven desperate to flee, it’s a decision that feels both heroic and devastating.
The episode’s ending lingers — and not just because of Shaya’s sacrifice. In a chilling final sequence, the Entity is revealed to have survived. This time, it appears behind Mo. The moment comes as she’s speaking via video link to Mrs Flood (Anita Dobson), explaining the mission and pondering the mystery of The Doctor. When Mrs Flood asks cryptically if The Doctor was using a Vindicator, she confirms it just before the familiar sound of the TARDIS vworping draws her away, where Mo meets up with Val Vivo (Amy Tyger), and what begins as a calm conversation slowly twists into something sinister. Val’s expression changes. She stares behind Mo. Once. Then again. Mo realises too late. The audio drops to a deafening silence, and then — the whispers return. I’ll admit, on first watch, I wasn’t sold on the ending. Shaya’s sacrifice felt robbed of its impact — she’d made this profound leap of faith to save those around her, and yet the Entity still survived? It struck me as unnecessarily cruel, the kind of twist added just for drama’s sake. I admired her too much to let that sit easily.
But on rewatch, I found myself more drawn into the ambiguity, particularly around Aliss. What if the Entity was still in control all along? The crew had assumed that killing the person possessed would cause the Entity to jump to someone else, a bit like how the Smile rules work. Aliss even explains this to them. But is that really how it works? Or was that just the Entity playing games, nudging them toward chaos? There’s a fascinating detail during the escape sequence, too. The airlock UI shows four silhouettes, despite only three people visibly entering. Is this the Entity? Has it duplicated? We know it’s still on the base after the airlock escape, because a kinetic blast rocks the facility, the whispers return, and Belinda hears something that causes her to panic. There’s even a rush of wind when Shaya shoots Belinda, arguably at the moment of possession. It’s murky. It’s messy, but arguably just as clever too. Still, losing Shaya stings. It almost damages my enjoyment of the episode. But perhaps that’s the point. The Entity doesn’t just survive — it wins. And the real horror of “The Well” is that even our most admirable characters can be reduced to sacrifices that may never have mattered.
One final note on Shaya that I think is worth mentioning — it’s heavily implied that the race to which Shaya belongs is closely connected to the human race. Throughout ”The Well,” one of the key talking points is how nobody on the platoon knows anything about Earth — none of the names, places or conspiracies, ie. Unlucky No. 13 is knowledge to any of them. This is a great example of an RTD series-long arc, and I was delighted to see his best conventional writing at play once again, even if he wasn’t the complete credit for the episode, with Sharma Angel-Walfal deserving most of the acclaim. Interestingly, towards the end of Shaya’s life, we see a flashback to her as a child, escaping the monsters from the Wildlands, and we see the skeleton skull of what appears to be a dinosaur — a T-Rex maybe? I have a strong suspicion it might be connected to the Bone Creatures we’ve seen teased for “Wish World,” but I could be wrong…
Deaf Representation in “The Well”
Another standout in “The Well” is Rose Ayling-Ellis as Aliss, a cook who has worked on the mining base for twelve months, and is, by the end, the sole survivor. When Shaya, Cassio and the platoon find her, she’s sitting alone in the centre of the room — a haunting image that sets the tone for her character’s role in the story.
Just like in real life, Ayling-Ellis’ character is deaf, and the show integrates this with care and creativity. Aliss communicates using a mix of British Sign Language and speech, while the rest of the crew use high-tech captioning devices embedded in their suits — a brilliant and thoughtful addition to the episode’s world-building, especially amidst the chaos. One of the episode’s most powerful narrative turns comes from Aliss’s deafness: she couldn’t hear the whispers of the Entity, and as a result, she didn’t succumb to the madness that overtook the rest of the crew. Her difference becomes her strength, a rare and genuinely clever subversion.
There’s a moment of raw vulnerability where Aliss breaks down — and it’s utterly astounding. You feel every ounce of her fear, her exhaustion, and her pain through her physicality and expression. Ayling-Ellis brings such emotional depth to the role that it’s impossible not to be moved. It’s also a testament to the show’s evolving inclusivity that the Doctor is shown communicating fluently in sign language, bridging the gap in a way that feels natural and earned. Ayling-Ellis delivers a subtle, emotionally rich performance, and “The Well” is all the stronger for it. Her presence grounds the horror in something human — a survivor not just because of plot mechanics, but because of who she is.
‘Doctor Who’ Season 2: “The Well” — Final Thoughts
“The Well” is a haunting, brutal, and brilliantly executed episode of Doctor Who — one that builds on legacy while establishing its own twisted identity. Sharma Angel-Walfal’s script honours the creeping terror of “Midnight” while expanding the mythos in ways that are satisfying and unsettling. Though some fans may find the ending frustrating or bleak, the ambiguity is what gives the episode its staying power. This isn’t just another monster-of-the-week; it’s a meditation on fear, sacrifice, and survival. And with the Entity still out there? I’m both terrified… and thrilled.
Doctor Who Season 2 Episode 4, “Lucky Day” premieres on Disney+ worldwide and on BBC iPlayer in the UK on May 3 at 12am PT / 3am ET / 8am GMT. Check out a trailer below:
