Relevant quotes from the serial are below. For those unaware, the Great One is a talking telekinetic spider the size of your house.

GREAT ONE [OC]: You are proud, little man. I see that I shall have to teach you to have respect. Round you go, Doctor.

DOCTOR: No. No! No, I will not!

(Against his will, the Doctor turns left, stepping high, as the Great One laughs.)

DOCTOR: No! No, I will not! No!

(The Doctor has turned right round and back to where he started.)

GREAT ONE [OC]: Is that fear I can feel in your mind? You are not accustomed to feeling frightened, are you, Doctor? You are very wise to be afraid of me. Go now. You must hurry back and fetch the crystal. I must have it, don't you understand? I must have it! I must! I must! I must! Go now. Go! Go! Go now!

(The Doctor runs back down the rock passage.)


K'ANPO: The moment I have been waiting for. The moment of truth, if you'll forgive a cliche. The moment of truth for us both. You know what you have to do?

DOCTOR: No, I...

K'ANPO: I think you do, my son. What is it you most fear?

[begin flashback]

GREAT ONE [OC]: Is that fear I can feel in your mind? You are not accustomed to feeling frightened, are you, Doctor? You are very wise to be afraid of me.

[end flashback]

DOCTOR: Is there no other way?

K'ANPO: None.


(The Doctor steps out of the Tardis and falls onto the floor. The Brigadier puts a cushion under his head.)

SARAH: Oh! Oh, Doctor, why did you have to go back?

DOCTOR: I had to face my fear, Sarah. I had to face my fear. That was more important than just going on living.

SARAH: Please, don't die.

And then (40-year old spoiler warning), the Third Doctor then regenerates into the Fourth.

There are plenty of things in this story that a normal person might be afraid of, such as giant talking spiders that shoot force lightning, that crystal cave with what I assume is some kind of lethal radiation, and the even more supergiant talking spider with telekinesis strong enough to control the Doctor's body against his will.

But none of these things are particularly unusual for the Doctor, and the Doctor shows no particular indication of fear (that I can recall) prior to the first quote above. I'm pretty sure he's been controlled by superpowered aliens before (though right now I can't recall a specific story where that happened), and if he had bogstandard aracnophobia it ought to have come up sooner than that.

My best guess is that he's simply afraid of death, since this is arguably the first time he's ever "died" (the first regeneration was due to old age, and the second was done by the Time Lords; neither was caused by disease or injury). But since he knows he'll just regenerate anyway I'm not really satisfied with that.

Have I missed any indication of what he was or wasn't afraid of in this story?

  • "a talking telekinetic spider the size of your house" - any relation to the Racnoss from The Runaway Bride?
    – Rand al'Thor
    Commented Jan 31, 2016 at 22:14
  • 1
    @randal'thor Nope, this one was completely spider-shaped. The Racnoss were only partially spider-shaped.
    – Ixrec
    Commented Jan 31, 2016 at 22:15
  • I was always a little disappointed that the Racnoss weren't a callback to the Eight Legs... Commented Feb 4, 2016 at 23:46

1 Answer 1


While written many years later, this quote from "The End of Time" seems germane:

I can still die. If I’m killed before regeneration then I’m dead. Even then. Even if I change, it feels like dying. Everything I am dies. Some new man goes sauntering away. And I’m dead.

Facing the Great One is the first time the Doctor has to make a conscious choice to face a situation he absolutely knows will at least force him to regenerate, and possibly actually kill him.

Consider that if the TARDIS had stayed lost even a short while longer, he would have died somewhere that K'anpo could not reach him (K'anpo is powerful but probably not enough to breech the TARDIS from afar) and help kick the regeneration process into gear. In that case, he probably would have actually died. If he'd been in the cave even a few minutes longer, the radiation dosage might have been enough to cause him not to be able to regenerate, even with K'anpo's help.

In short, any one of a number of small things could have meant actual death; and even without actually dying, we have evidence both old and new that the Doctor doesn't actually like regenerating. He put off his first regeneration as long as his body could last, and the Second Doctor stalled as long as he could before the change was imposed upon him. The Third Doctor didn't like his exile, but he liked being who he was. It's understandable he'd be afraid of a situation that would impose change upon him again.

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