Rees Rees was a psychopathic human who was born with latent psychic abilities that eventually developed to became a grave threat to the future of Earth . Biography . As a young boy , Rees not only realised that he enjoyed the idea of making others suffer and seeing them in pain , but that he could also " push " his thoughts onto others , influencing their actions . At first he used his ability on animals , and made them jump to their deaths down a well in the family home ' s garden . After the death of his mother , while he was still young , Rees became obsessed with a music box that once belonged to her , despite it being broken , which only served to irritate his grief stricken father . One day , his father lashed out and struck Rees , who then turned his blossoming abilities on him , and forced him to jump to his death down the well . ( AUDIO : " Mind Games " , " Second Sight " ) Years later , Rees took to performing a hypnotism act , and was hired to work at the New Regency Theatre in the 1890s for Henry Gordon Jago , using the now - fixed music box as a medium to help influence people . During this time , he would use his ability to not only humiliate people on stage for fun , but also to occupy the minds of others and use them to kill people . He enjoyed not only the act of killing , but also forcing others to live with the nightmares his " possession " left them with . He was finally stopped by Jago , along with Professor George Litefoot , during his attempt to have them kill each other . Jago was able to help Litefoot break free , and in the ensuing struggle , Rees fell down the same well he had forced his father down , falling to his death . ( AUDIO : " Mind Games " ) The well was exposed after World War II and both Rees ' skeleton and music box were found by Stephanie and James Wilton in 1950 . Stephanie kept the music box , which actually possessed a portion of Rees ' consciousness and ability and Rees spoke to her through her mind for years , influencing her and using her as a puppet . In 1964 , Stephanie followed Rees ' orders and attempted to once again find Rees ' body at the bottom of the well , having used his ability through her to secure the property by taking out key civil servants and property developers . This attracted the attention of the Counter - Measures team , and thanks to their efforts , they were able to stop Rees reuniting with his decayed corpse , now only a skeleton , but at the cost of Stephanie ' s life . Sir Toby Kinsella placed both Rees ' music box , and his skull , the only intact piece of his body recovered , under guard in a secure facility , with the suggestion to keep them apart . ( AUDIO : " The Reesinger Process " ) However , during the early 21st century , when both the music box and the skull came to be together at the UNIT Vault underneath of the Angel of the North , their proximity to each other awakened and strengthened what remained of Rees ' consciousness . He took control of Lieutenant Jane Lucas , the UNIT officer in charge , and although she was able to activate a security alert , Rees also reanimated the corpses of people present in the Vault and began to assemble a new body from available organs . His efforts were stopped by Mike Yates , Ruth Matheson and Charlie Sato , who infiltrated the Vault and were able to destroy the music box , which lead the skull to disintegrate . However , Rees channelled his completely formed consciousness into Lucas and escaped with the remains of the box before he could be stopped , and went on the run from UNIT , killing all the personnel waiting outside the Vault before fleeing in a jeep . ( AUDIO : " The Screaming Skull " ) Mere hours after leaving the Vault , Rees encountered the time - travelling Leela , who had been dispatched by Lady President Romana II to investigate the strange goings on which had come to Gallifrey ' s attention . He was able to possess her as well , and left Lucas ' to be killed by jumping in front of a train , before moving on and using Leela as a pawn to possess a recently widowed man named Tom O ' Linne . Under Rees ' influence , O ' Linne accepted a job in Peru with " Oversight " , which was publicly a satellite project designed to send a message to the star s , but was also a UNIT - controlled global surveillance system . Rees ' consciousness intended to use the specially designed UNIT systems to transmit itself into the minds of anyone and everyone across the planet , but his final scheme was thwarted by the Sixth Doctor , summoned by Mike Yates , and Romana , who was looking for Leela . They were able to penetrate a telepathic environment that the consciousness had constructed inside the last remaining piece of the music box , where Rees had trapped Leela ' s consciousness before she was freed by the Doctor and Romana , forcing her to witness the murder of Rees ' father . There , they were able to convince Rees to let go of his hatred , and fool him into thinking he was getting a chance to live his life over again , whereas in reality , it was all a telepathic projection . As a result , Rees ' influence over O ' Linne ended and his plan failed , and Romana confiscated the music box fragment . However , when the Oversight message came online , a possible fragment of Rees may have somehow survived . ( AUDIO : " Second Sight " )