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Midnight was the tenth episode of series 4 of Doctor Who.

It was the first "companion-lite" televised Doctor Who story. As such, it explored a rarely touched on topic where, without his companion, the Doctor struggles to gain the trust of strangers; his commanding presence uniquely backfires, with the crew turning against him rather than siding with him. It also featured the third abrupt cameo of Billie Piper as Rose Tyler in the series before her role in the seasonal arc fully unfolded.

In production terms, it was the first episode of Doctor Who to be filmed primarily in narrative order since the practice was abandoned around the time Jon Pertwee began portraying the Third Doctor. It was the only story in which the antagonist was never even partially glimpsed, leaving the threat to be realised by the actors and the sound editors. It was also the second episode of 2008 to guest star the child of an actor who had played the Doctor: David Troughton as Professor Hobbes, his father having played the Second Doctor.

The sound team of Tim Ricketts, Paul McFadden, Paul Jefferies and Julian Howarth shared a Royal Television Society Award and a Welsh BAFTA for their work on this episode.


The Tenth Doctor and Donna Noble go to the leisure planet of Midnight for a simple, relaxing holiday. However, life with the Doctor can never be that simple, and things go horribly wrong for the Doctor when he decides to go off on a bus trip to see the Sapphire Waterfall, starting with the bus shutting down. When a mysterious entity infiltrates the shuttle bus, no one is to be trusted. Not even the Doctor himself...


The Tenth Doctor and Donna spend some leisure time on the crystalline planet Midnight, whose crust is composed of diamonds. Though stunning and visually unique, the planet is also dangerous. The sun it orbits emits phenomenally lethal X-tonic radiation and there is no atmosphere; exposure to the surface for even a split second would result in the unfortunate person being instantly vaporised. Donna receives a call from the Doctor, who is eager for her to go on a trip to see the Sapphire Waterfall with him. The idea of spending eight hours on a bus (four hours there and four hours back) does not appeal to Donna at all as she insists that she'd prefer relaxing at the spa and sunbathing. However, the Doctor warns her to be careful because of the X-tonic radiation. Paying him no mind, since the glass she's under is fifteen feet thick, Donna agrees to try out the anti-gravity restaurant (with bibs) once he gets back. Despite her warning him to be careful, the Doctor jinxes himself: "Taking a bus full of strangers across a diamond planet called 'Midnight', what could possibly go wrong?"

He boards a shuttle bus ride to the Sapphire Waterfall. Other passengers include the Cane family (Val, Biff, and their bored teenage son Jethro); Professor Hobbes, who is investigating the waterfall; his assistant Dee Dee Blasco; and recently-divorced businesswoman Sky Silvestry. Before they take off, the driver informs them they are taking a different route to the Waterfall Palace because of a diamond fall on the regular path. For the long journey to their destination, the hostess activates the prerendered entertainment for passengers, consisting of several annoying television programs. Most of the passengers find the entertainment to be rather irritating, rather than pleasing. The Doctor discreetly disables them with his sonic screwdriver; most of them are thankful for the small mercy that they've been granted. This forces the passengers to talk and get to know each other better.

The Doctor has an amusing conversation with Biff and Val. Later, during the passengers' meal time, the Doctor talks with Sky about travelling, remarking that he "had a friend who went to a different universe" after Sky tells him of her ex-wife who moved to a different galaxy to get "her own space". After the meal, the Doctor talks with Dee Dee about the lost moon of Poosh over coffee in the back; Dee Dee wrote about it and was selected by Hobbes as his assistant. However, Dee Dee admits Hobbes uses her as an errand girl, rather than a proper assistant. Smiling, the Doctor asks whether or not the lost moon was found. Laughing, Dee Dee tells him no; the Doctor suggests that finding the moon might be her great discovery some day. They toast glasses.

Later, Professor Hobbes, who has been studying Midnight, presents a slide-show about it; he considers himself an expert. He informs them that, because the X-tonic radiation would vaporise any known form of life in seconds, the planet has been totally undisturbed for millennia; even the Leisure Palace was prefabricated and dropped in from orbit. Jethro points out, to the disapproval of his parents, no one can really know anything about the planet, or whether or not life resides there. Hobbes agrees with him; no one has ever really set foot on Midnight, and no one has any real idea what is on or underneath the surface. Anything could be out there.

Suddenly the shuttle stops and everyone guesses that they must have arrived at their destination. However, Professor Hobbes tells them that he's been on the trip twelve times; they never stop and it's too early for them to have arrived. Curious, the Doctor uses his psychic paper to pose as someone from the Leisure Palace insurance company. He talks to driver Joe and mechanic Claude, learning that there is nothing wrong with Crusader 50's systems; however, they are stopped. He convinces them to open the shutter to look outside; the landscape is beautiful. Mountains and cliffs and ridges, composed entirely of diamonds and sparkling in the white-blue X-tonic sun. Joe informs the Doctor that the path they're on is new and never been traversed; they're the first ever to roam this part of Midnight. Suddenly, the mechanic points out at the landscape, having apparently seen movement. He dismisses it, but the Doctor seizes on it eagerly. Before Claude can elaborate, the X-tonic starts to overwhelm the cockpit's finitoglass windscreen and Joe closes the shutter. Right before it closes, Claude sees the movement again; a shadow running towards the bus.

Joe tells the Doctor that a rescue vehicle is on the way, and to keep quiet about things. The Doctor returns to the cabin, where the Hostess pushes past him to talk to the duo. Mrs Silvestry asks him what's going on, prompting everyone to talk over themselves to ask him questions. This leads them to start wondering about the amount of oxygen they have. However, the Doctor calls for silence and prompts Dee Dee, an expert on vehicles as her father is a mechanic, to explain; the air is recycled, so they can breathe for years inside the bus without any worry.

A few moments later, something begins knocking on the hull. Again, everyone panics, but the Doctor temporarily pacifies them as he listens to the knocks with his stethoscope. The knocking moves around the bus towards both doors, even testing one to see if it can open it. Biff knocks thrice on the door to prove the ship is sturdy; the knocks repeat his pattern. Everyone freaks out as the Doctor knocks four times on the hull to confirm if there is something outside. The knocking moves around the shuttle, making its way towards Sky, who has become hysterical, remembering a past threat her partner made to her during the divorce. The knocking stops as a dent appears in the door Sky is next to. The lights fail and the shuttle is violently rocked.

When the lights are restored, there is a working screen behind the Doctor, who turns away when he sees a singer on it, but it quickly turns to a muted video of Rose, who is shouting, "Doctor!" No one notices. The hostess distributes torches and everyone looks around to see if any are injured. Jethro notices the seats near Sky have been ripped off the floor and she is cowering in the corner. The hostess fails to contact the crew in the cabin, realises the main generator is down and opens the door to the driver cabin. Only X-tonic light can be seen, forcing her to quickly close the door. The Doctor opens up a systems panel with his sonic screwdriver to examine it for any faults, but behind the face plate are several cut wires; the driver's cabin has been ripped away, vaporising driver Joe and mechanic Claude.

Jethro calls everyone's attention back to the cowering Sky, who hasn't moved a muscle; the Doctor kneels next to her and tries conversing with her. Sky initially remains motionless but is coaxed into turning around by the Doctor. Attempts to get her to speak cause her to start repeating what everyone else says. Deciding to test how well Sky can copy them, the Doctor says the square root of pi, becoming amazed she repeats every number without fail even when they were talking over each other. The Doctor speculates about what is happening and what will happen to Sky, believing the entity that was knocking on the hull has taken over her consciousness. The backup generator comes on and the Professor tries to have everyone calm down and be rational. However, Jethro and the Doctor notice that Sky is speaking simultaneously with Hobbes, and everyone else for that matter. The Doctor decides to test Sky by saying random terms, nonsense words and reciting the alphabet and abruptly stopping, with Sky perfectly copying him in perfect sync.

The passengers contemplate throwing Sky outside, horrifying the Doctor, who thinks that the entity might be trying to learn from them. He tries to calm everyone down, however, his attempt to take charge backfires as the passengers become suspicious of him, especially when he proves unwilling to reveal his real name or origin and admits to feeling a thrill from the situation. The passengers contemplate throwing him out too if he gets in the way of them trying to save themselves. However, as the Doctor protests that they will need him to survive if the entity turns out to be malevolent, Sky stops repeating everyone and focuses solely on the Doctor. To try reasoning with the consciousness in Sky, the Doctor attempts to offer it help with finding a voice of its own without stealing his. However, when the Doctor asks the entity if it can agree with him, he has spoken after Sky.

The Doctor, terrified, as the entity forces him to order his own murder.

The Doctor is now repeating Sky's words, motionless and clearly strained as if fighting something. Most reason that it's the Doctor that is possessed now, as Sky can move again. However, the hostess and Dee Dee think this is just the next step: stealing the voice of another as the Doctor had predicted. The other passengers refuse to listen, with Hobbes furiously telling Dee Dee that he considers her to be "average at best", and decide to throw the Doctor out the nearest door, all the while being goaded on by Sky, who is strangely happy despite the madness going on. The Doctor shows minimal signs of resistance to being pulled towards a door by Biff and a reluctant Hobbes as Sky describes how the entity is insidious and gets inside the humans' heads.

The hostess sacrifices herself to save the Doctor.

However, the hostess realises that Sky is not talking in her own voice; she uses two phrases the Doctor had used earlier (Molto bene and Allons-y). The entity in Sky has stolen the Doctor's voice. "Sky" notices the hostess is not fooled by her performance and is fearful. To save the Doctor, the hostess sacrifices herself grabbing hold of "Sky" and opening the door. They are both sucked out of the bus and into the X-tonic sunlight.

After the door closes and the entity is gone, the Doctor slowly recovers from his paralysis; Val tries defending herself by saying she knew it was Sky. He simply glares at her. The passengers wait for the rescue vehicle in a haunted silence. When the rescue bus finally comes for them, the Doctor asks whether anyone know the hostess' name. To their great shame and remorse, the passengers realise that they never asked the name of the woman who just saved them all.

Back at the spa, the Doctor mournfully reunites with Donna. The two later discuss what happened, with the Doctor still clueless over the origin of the creature, if it survived or how many more there may be. Either way, he intends to inform the Leisure Palace Company and have them leave Midnight behind, silently orbiting the X-tonic star once again. Donna can't fathom what the Doctor would be like without a voice. The Doctor tells her, "Molto bene", with a smile. Donna copies him. Disturbed, the Doctor tells Donna not to do that, then looks away, clearly still haunted.



General production staff

Script department

Camera and lighting department

Art department

Costume department

Make-up and prosthetics



General post-production staff

Special and visual effects


Not every person who worked on this adventure was credited. The absence of a credit for a position doesn't necessarily mean the job wasn't required. The information above is based solely on observations of the actual end credits of the episodes as broadcast, and does not relay information from IMDB or other sources.


Cultural references from the real world[]

  • A Betty Boop cartoon and Italian soubrette Raffaella Carrà are briefly shown on a screen during the voyage as part of the animation archives.

The Doctor[]

  • During Sky's constant copying of the Doctor, he mentions such things as Rose Tyler, Donna Noble, Martha Jones, TARDIS, bananas and the Medusa Cascade.
  • The Doctor attempts to pass himself off as John Smith when asked what his name is, which is treated with scepticism by the others, with Biff going so far as to claim that "no one" was called that name.



  • The lost moon of Poosh is mentioned.


  • Biff tells a story of his encounter with a Shamboni.

Story notes[]

  • Working titles included Crusader Five and Crusader 50.
  • This is the first episode in Series 4 in which the Doctor is present when Rose Tyler appears, though he does not see her.
  • Donna was largely absent from this episode, as Catherine Tate was filming Turn Left. While the previous two series included one episode each referred to as "Doctor-lite" for including only brief appearances by the Doctor and, by extension, his companion, this was the first time a "companion-lite" episode focusing on the Doctor by himself has been attempted in the revived series.
  • This episode was originally intended to be episode 8, before Steven Moffat's two-parter, but was pushed back to episode 10. The name of the shuttle bus, Crusader 50, was a reference to it originally being the 50th episode of the new series to be screened and David Troughton was going to add symmetry as he was in the 50th story of the classic series. It was, however, the 50th episode of the "new series" to be filmed. A similar reference was made in Planet of the Dead, with the bus numbered 200 referencing the 200th Doctor Who story to be broadcast.
  • This is the first televised story since Genesis of the Daleks in 1975 not to feature the TARDIS. The only other televised stories in the history of Doctor Who in which it does not appear are Mission to the Unknown, Doctor Who and the Silurians, The Mind of Evil, The Dæmons, The Sea Devils, The Sontaran Experiment, The Lie of the Land, The Woman Who Fell to Earth and Ascension of the Cybermen.
  • This is the second episode in which the Doctor has not had a companion to assist him. The first episode without a companion was The Deadly Assassin, although the earlier story remains the only one in which no companion plays any role at all as Donna appears at the beginning and end of this episode.
  • For the first time ever in Doctor Who history, the villain in this episode is never actually revealed.
  • David Troughton, who plays the professor, is the son of Patrick Troughton, who played the Second Doctor. Episode director Alice Troughton is not directly related. David Troughton appeared in his father's final story The War Games, and also in the Third Doctor story The Curse of Peladon and is a veteran contributor to the Big Finish Productions audio dramas.
  • Sky Silvestry mentions to the Doctor that "I found myself single recently, not by choice... she needed her own space". This is in keeping with the increased mentions of same-sex relationships in humanity's future, once again suggesting a more tolerant viewpoint by this point about it.
  • Sky also says that her ex went to "a different galaxy, in fact". The Doctor's response is, "I had a friend who went a different universe", referencing Rose Tyler's departure in Doomsday, and foreshadowing her return in Turn Left.
  • Although rumoured to have originated from an earlier episode, the brief cameo of Rose was scripted and was filmed especially for this episode by director Alice Troughton during the production of Turn Left. According to the DVD commentary, Russell T Davies decided to also include the clip in The Poison Sky, too, a fact Troughton — and David Tennant — were not made aware of until during the commentary recording for Midnight.
  • Months after the episode aired, the story element of having two characters speaking the same words at the same time, and one character trying to throw the other off by spouting random references, would be duplicated in "The Arrival", an episode of the American series Fringe.
  • This story was written, at short notice, to replace a script called Century House by Tom MacRae which Russell T Davies felt was too similar, in terms of tone, to The Unicorn and the Wasp. (DWM 400)
  • The lost moon of Poosh is first introduced in this episode as another lost planet alongside Adipose 3 and Pyrovillia, continuing this series' trend of having lost planets, and the trend of a unique story arc per series. The first series had the Bad Wolf, the second had Torchwood, and the third had Mr. Saxon. These planets are ultimately revealed to have been stolen by the Daleks and are found by the Doctor and Donna. The lost moon of Poosh is returned home by Donna in Journey's End is thus later no longer lost.
  • Russell T Davies wrote the script in three days.
  • David Troughton replaced Sam Kelly, who broke his leg in a car accident shortly before filming.
  • Helen Worth was offered the role of Val Cane.
  • In order to have Sky repeating everyone's words and intonation when she was possessed by the Midnight Entity without having Lesley Sharp memorise all the lines, the crew set monitors up in front of each actor which would scroll their lines for Lesley to read. The actors would deliver their lines and then Lesley would copy their intonation. This was done on Lesley's coverage so that she would have the correct eyeline as well. The actors had pre filmed the scenes in which they were all talking together and then they recorded Lesley's parts separately. The voices (Lesley's and the actor she was mimicking) were then joined in post production, a massive undertaking for the actors and the sound engineers. There couldn't be a single deviation from script, the lines would need to be delivered with as exactly the same intonation as the actors could, and then the sound editor had to take each snippet of Lesley's repeated lines and match them into the jumble-talking scene. The hardest bits of dialogue to film for David Tennant and Lesley were the ones in which they were meant to be totally in sync, as there needed to be a shot of the both of them in camera at the same time delivering the same lines with the same intonation. They had to breathe and open their mouths simultaneously, and these chunks of dialogue were rehearsed by them both as extensively as possible in order to properly coordinate. David has said the absolute most difficult part was the delivery of the Square Root of Pi to thirty decimal places because it had to be done very rapidly, and although they were not in sync at the time in the script, Lesley would be repeating everything he said just a split second after him, and in the jumble of the two voices it could be difficult to remember the string of numbers, which are difficult enough to remember correctly on their own.
  • Russell T Davies has stated that the episode was inspired by the Star Trek: The Next Generation episode "Darmok". He was also inspired by the annoying habit of children to mimic others, as well as Jeepers Creepers 2, about a high school basketball team trapped on a bus by an ancient monster, which happened to air on television while he was developing his storyline.
  • Daniel Ryan had announced in a 2006 interview that he was going to ask Russell T Davies for a role in the series, as he wanted his children to see him acting on television in a programme that was not inaccessible.
  • According to the invalid source The Time Traveller's Almanac, this episode is set in the 27th century, during the era of the First Great and Bountiful Human Empire.


  • Official BARB ratings - 8.05 million viewers. Midnight was the 5th most watched programme on British television for the week.[1]


  • Billie Piper's brief cameo was taken from an earlier episode, most likely The Idiot's Lantern, in which she was also shown shouting silently from a TV screen, and was a last-minute addition. This was false, it was filmed during Series 4.

Filming locations[]


  • Upper Boat Studios, Trefforest


  • Dylan's Health Spa, Newport

Production errors[]

If you'd like to talk about narrative problems with this story — like plot holes and things that seem to contradict other stories — please go to this episode's discontinuity discussion.
  • Donna's phone in the prologue is clearly the handset of a wired phone due to the jack on the bottom. She was supposed to hold it upside down so no one would notice, but nobody on set caught the mistake.
  • In the prologue, when the Doctor is talking to Donna on the phone, his reflection in the glass behind him remains static even though he is moving.
  • Also in the prologue, as the Doctor is saying his last words to Donna on the phone, behind him you can see a green screen that is supposed to be the bus depot. (However, in some repeats of the story... the error has been cleaned up and the background has been placed in.)
  • While trying to turn off the entertainment, the Doctor extends his sonic screwdriver. The camera then switches to Sky, then to the Doctor where he extends the sonic screwdriver again.
  • When the Hostess explains to the passengers that they are experiencing a small delay, movement of her walking to the front of the bus is repeated between shots.
  • When the Hostess tells Dee Dee that Sky has "stolen" the Doctor's voice, the second shot of Dee Dee is mirrored. The first shot shows her with a black blur to her left, presumably Jethro's shirt, and a bracelet on her right wrist, but in the second shot, it is reversed. Also, there is a different pattern on the wall that switches sides between shots.
  • When the Hostess apologises for the entertainment breaking you can see the boom mic operator in the reflection of the glass behind her.
  • When the Hostess closes the cabin door because of the X-Tonic light, movement is repeated between shots.


Home video releases[]

External links[]