He makes you fight. Creeps into your head. And whispers.
~ The Midnight Entity subtly gloating about its methods.

The Midnight Entity is the main antagonist of the Doctor Who episode "Midnight". It was an unknown life form with an unknown origin that resided on the surface of the planet Midnight.

It was portrayed by Lesley Sharp while possessing Sky Silvestry.


Its true form is never shown. According to Claude when he saw it, The Entity was a shadow just for a second, but when he saw it again, it was dark and shifting and could run.


During his travels with his current companion, Donna Noble, the Doctor visits the planet Midnight, a beautiful world comprised of many gleaming jewels and precious stones, but whose surface is inhospitable to Humans, that have nonetheless set up various resorts that can shelter one from the outside.

While taking a train to visit a location known as the Sapphire Waterfalls, the train suddenly breaks down, The Doctor calming the passengers as he goes to help the conductors. 

On The Doctor's request, the conductor opens the blast shield that covers the front of the windows of the train in an attempt to find the damage, but before the shield is lowered again, one conductor notices a shadowy form moving towards the train, although his claim is dismissed, for it was impossible for any living thing to survive on Midnight's surface unprotected.

Nonetheless, mere moments later, the passengers begin to hear a strange knocking outside the train, which seems to follow and copy the knocks the Doctor proforms in reply, before suddenly, the entire train is rocked violently. When the Hostess goes to the cockpit, she opens the door to find the entire control room gone, having been torn away, killing the two conductors.

Not long after, one passenger, Sky, begins to act strangely, sitting on the floor with a blank face, repeating the words of others around her, this frightening everyone, who believes she may be possessed by whatever was outside. Curious, the Doctor begins to speak with Sky, guessing that what was outside is controlling her in an attempt to communicate. 

Soon, Sky begins to repeat only what the Doctor says, eventually talking in perfect unison until finally, she begins to finish his sentences before they are even said.  

Next, the Doctor begins to repeat the others, with Sky claiming that the entity has moved on to possess the Doctor. Fearful, the passengers decide to throw the Doctor out, but as they drag him to the exit, intent on killing him, the Hostess hears that Sky is calling out many of the Doctors catchphrases, this making her realize that she is still possessed. 

Grabbing her, The Hostess throws herself and Sky out, being killed by the lethal radiation of Midnight's surface and breaking the entities control over the Doctor, although he later voices his disbelief that the Entity was dead, leaving it up to speculation as to whether or not it still roams the deadly, yet gorgeous surface of Midnight, a shadow amongst a lifeless world bathed in an eternal blue glow.

Powers and Abilities

The Midnight entity was capable of surviving on the planet Midnight, despite the fact that the X-tonic rays should have killed any being on the surface, suggesting it was probably a consciousness alone with high telepathic powers. It was capable of shaking a Crusader 50 bus, causing dents in its walls and ripping off the cockpit, feats which would require great strength. The entity was not very big, as a shadow seen by mechanic Claude did not attract the attention of the Tenth Doctor, but when it began running towards the bus, it had grown in size. The entity indicated potential cold-bloodedness and potential sanguivorous, as the possessed Sky remarked on the cold of Midnight's surface and the warm blood of human bodies.

The Midnight entity could also possess a human. It would start to copy what the people around it said, then speak at the same time and predict what people would say. The Doctor believed it was trying to learn about its surroundings. The being seemed to be able to learn at an incredibly rapid pace and absorbed the passengers' speech without forgetting, hesitating, or making a single mistake. As the inhabitants of the ship turned on the Doctor, the entity singled him out as a target. It then paralyzed him and forced him to copy the entity's speech, "stealing his voice". It also mimicked his mannerisms, such as his use of Italian and French phrases (molto bene and allons-y).


  • The Midnight Entity is considered to be one of the scariest Doctor Who villains.
  • It is the first villain of the Doctor Who series where the true nature of an enemy has never been revealed.


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