Doctor Who: Listen – Fear Makes Companions of All of Us

“Fear makes companions of all of us, Miss Wright.” the first Doctor told Barbara back in 1963 in The Forest Of Fear. Just over 50 years later (in our timeline of course) Clara Oswald would say much the same words to a frightened young boy.

The girl who died he tries to save.  She’ll die again inside his grave.

We are given the impression that Clara Oswald is evolving into one of the most important companions in Doctor Who. Perhaps not only important, but integral to the Doctor’s own survival. From the moment she shattered herself into fragments through the Doctor’s timestream and the mystery of the Impossible Girl was finally solved, Clara has travelled quite a long journey.

But while we’ve seen a great deal of growth and strength in her character, we’re now also seeing a more fallible side of Clara, a vulnerable Clara. The companions of the modern Doctor Who series have been at the centre of the human story, and it is the human story that we relate to. This is Clara’s story as well as the Doctor’s. The most alien, difficult and darkest Doctor of recent incarnations.

But is it really Clara who is integral to the Doctor’s growth, or is the Doctor really at the heart of Clara’s?


What’s that in the mirror, or the corner of your eye?
What’s that footstep following, never passing by?
Perhaps they’re all just waiting, perhaps when we’re all dead
Out they’ll come a slithering…
From underneath the bed

In Listen the Doctor and Clara are confronted with the stuff of nursery rhymes, the age-old fear, the monster under the bed. “I think everybody at some point in their lives has the exact same nightmare” the Doctor tells Clara before he connects her to the TARDIS telepathic interface. The Doctor wants to trace the exact moment in her timeline when she had the nightmare, but fresh off a disastrous first date with Danny and distracted by her phone ringing, Clara inadvertently takes the TARDIS back to a children’s home in Gloucester, and a young Rupert Pink.

In a truly chilling sequence Clara, the Doctor and Rupert face the monster on Rupert’s bed, not the one under it. Or, rather than face it, they turn their back on it. We get a fleeting, blurry glimpse of a strange creature behind Clara yet when Rupert promises not to look at him, it flees. Clara asks the Doctor later if they saved Rupert from another kid under a bedspread.

It’s possible, he tells her. We hear that a lot in this episode.

A soldier so brave he doesn’t need a gun

Clara and Danny’s story arc has strengthened with the appearance of two characters in this episode. First, there is young Rupert Pink. When Clara chooses the broken toy soldier to lead Rupert’s guard under his bed, young Rupert points out he has lost his gun.

The Good Soldier theme returns. The Doctor watches quite intently as Clara tells Rupert that his bravest soldier doesn’t need a gun. When they leave he scrambles Rupert’s memory, leaving him with a dream of ‘Dan the Soldier Man’. Perhaps the Doctor left him with Clara’s impressionable words in his dream. Young Rupert will never remember Clara, yet a furious older Danny Pink as he tells Clara off for assuming soldiers are nothing but killing machines.

Perhaps it’s not that Rupert needed to be left with Clara’s words. Perhaps it is that Clara needed to travel back and learn this lesson.


The End of Everything

The appearance of Orson Pink gives Clara her second big shock this episode. “Why are you all eyes?” the Doctor asks Clara. “Get them under control!” he admonishes her while she stares at the spitting image of Danny Pink. The Doctor has found a time traveller at the end of the universe, the last planet. The end of everything.

We’re confronted with a bleak and chilling landscape, blanketed in a thick and suffocating silence. This is the silence at the end of time. And the last three people alive in the universe.

Orson Pink is too terrified to even spend another night on the last planet. He can’t even admit to what he is afraid of. Again we are confronted with the monster that might not exist. The terrifying noises outside the airlock. The reminder not to open the door, at night, when the solitude and loneliness can overwhelm Orson, and he is tempted to look at what’s outside the door.

Are there monsters outside the door or is it a manifestation of pure fear? What’s outside the airlock? What was under the blanket? And why do we talk out loud when we know that we are alone?

The Doctor, maddened with a savage curiosity, refuses to take shelter inside the TARDIS as the airlock is breached. He must find out for himself what is beyond the door. Yet we don’t find out what he saw.

Clara is forced to fly the TARDIS again to escape while the Doctor is laid out cold from a blow to the head. Somehow Clara travels back to the earliest point we have yet to see in the Doctor’s own timeline, a young and frightened child Doctor sobbing in a barn, alone. We see the shadowy figures and hear the voices of two adults. The woman implores the child-Doctor to come back inside the house with ‘the other boys’. In another tenuous connection with Danny the Doctor may have been brought up in a children’s home.When the man complains the child-Doctor will never join the army with all of the crying, the woman tells him that the child-Doctor doesn’t want to join the army. The man claims that the child-Doctor will never get into the Academy and will never make a Time Lord.

We do not see the child Doctor’s face. We will probably never learn what drove him into the barn and into the dark. But Clara has recognised the barn. “One day you’re going to come back to this barn,” she tells the child-Doctor as she is soothing him back to sleep and assuring him it is all a dream. We get a glimpse of the War Doctor carrying the Moment towards the same barn centuries layer “and on that day you’re going to be very afraid indeed. But that’s okay. Because if you’re very wise and very strong, fear doesn’t have to make you cruel or cowardly. Fear can make you kind.”

This now marks the very first meeting between the Doctor and Clara. But we shouldn’t be so sure that the TARDIS landed at the barn because Clara needed to go back to teach the Doctor a lesson. Never cruel or cowardly was the Tenth Doctor’s promise. Clara only needed to go back and remind him.

At the heart of this ambitious horror-themed episode, with it’s bold storytelling and overlapping narratives, there is an intrinsically human story. It’s not the monster under the bed we’re really afraid of, or the dark. It’s the silence and the solitude. It is the fear of being alone.


There is something subtle behind the Doctor’s new habit of joking about Clara’s appearance and reminding her of her age. We have seen Clara beg the Doctor to pretend he is her boyfriend in front of her family. We’ve seen her struggle with adapting to this new, ferocious Doctor and the new sensation of feeling both unsure of the Doctor and of herself. We saw her scowl at the Doctor when he told her her boyfriend might be on the phone – as she muttered that she didn’t have one. We’ve seen her resist knowing how long she would live, twice, and while that is understandable it also touches on her fears. It’s not only the Doctor who fears the emptiness.

There are a lot of things we don’t know at the end of the episode, but we’re left with a glimmer of faith. We know that in a hundred years Clara’s story has lived on through her descendants. That fear is a superpower. And, as the Doctor tells young Rupert: the deep and lovely dark. You can never see the stars without it. And as the child-Doctor wakes from his dream he hears that noise that brings hope. The TARDIS.

DOCTOR: Fear makes companions of all of us. That’s right.
BARBARA: I never thought once you were afraid.
DOCTOR: Fear is with all of us, and always will be. Just like that other sensation that lives with it.
BARBARA: What’s that?
DOCTOR: Your companion referred to it. Hope. Hope, that’s right.