The Witch from the Well ( audio story ) The Witch from the Well is the second story in the 2011 Eighth Doctor audio trilogy . Publishers summary . A shrieking , killing nightmare erupts from an overgrown well , hidden in the grounds of an old house , Tranchard ' s Folly — and Mary Shelley , the Doctor ' s latest travelling companion , rescues teenage twins Finicia and Lucern from the clutches of the monster . But a TARDIS trip in search of the origin of the horror goes terribly wrong when the Doctor , Mary and their two new friends find themselves stuck in the middle of a seventeenth century witch scare . While the Doctor investigates the strange lights at Vetter ' s Tor , and the twins go in search of an artefact from the Hecatrix Dimension , Mary confronts the secrets of her past . . . and her future . The truth will out : Master Kincaid , the terrible Witch - Pricker himself , commands it ! Plot . Part 1 . Labourers find an overgrown well near Tranchard ' s Folly , the house of Aleister Portillon , the 13th Earl of Whetstone . When they remove the heavy stone covering the well , a witch emerges from it and attacks them . The Earl himself has to pretend to be dead to escape the witch ' s clutches . Two teenagers , Lucern and Finicia , observe this from a hidden place . They have been waiting for something but still were not ready for what has happened . Thinking the Earl dead , they check his pockets searching for something when the witch attacks again . They are saved from the witch by the intervention of Mary Shelley who leads them to the TARDIS and introduces them to the Doctor , who is puzzling over the reason for the TARDIS to bring them here . Despite her impressive claw - like nails , the witch cannot enter the TARDIS . The twins , who introduce themselves as the children of the Earl , seem unimpressed by being in a time machine that is bigger on the inside . Indeed , Finicia is surprised the Doctor did not recognise them but quickly drops the matter . The Doctor decides to investigate the origins of the witch and finds a historical account in the TARDIS ' s library of a witch scare in the 17th century in the village Tranchard ' s Folly , after which the current house is named . Moreover , it turns out that 6 months before the nasty business with the witch , a Varaxil ship was lost in the Solar system . It seems plausible that the villagers mistook the Varaxil from this ship for a witch . The Doctor decides to go help the Varaxil , taking the twins with him . As the TARDIS dematerialises , the witch calls the Doctor by the name . When the TARDIS materialises in the 17th century , Finicia starts showing interest in its operations and whether it can be operated without the Doctor . He explains that it can , for instance the fast return switch should bring the TARDIS to its previous position via sequential regression . However , this has just malfunctioned by bringing them to Tranchard ' s Folly . The TARDIS has materialised some way away from the village . On the way there , they find an abandoned barn that is locked , seemingly for no good reason . The twins do not seem comfortable in the 17th century , so the Doctor sends them with Mary to the village church instructing them to wait for him . He intends to ask the locals about the crashed ship . What he finds in the middle of the village is a mob throwing fruit at a tied woman . The woman is the village healer and midwife , called Agnes Bates . She ' s held most of the village in her arms as babes and saved many of them from deceases such as pox . But the folk accuses her of consorting with the devil on the account of her visions . It soon turns out that she does have a gift when she call the Doctor " the Lord of Time " and talks about " silver ships " . The Doctor is upset even more when he learns that the village squire has called a Parliament ' s Witch - Pricker , Master John Kincaid from Lincoln , to investigate the accusations . Unlike the Doctor , his source of information , Beatrix Butcher is quite happy about it all and is looking forward to the trial and execution . She also inquires about the twins who remind her of the squire ' s younglings . In the church , instead of Mary and the twins , the Doctor finds the squire , Claude Portillon , who bears an uncanny resemblance to the 21st century earl , clearly his descendant . The squire is praying , unsure whether it was the right decision to invite the Witch - Pricker , who is at that very moment arriving at the village . The squire is quite different from the superstitious village folk . He takes the Doctor to the locked barn and shows five bodies inside , human bodies that are unnaturally turned into grey unrecognisable husks . Two of them belong to the barn ' s owner and his wife , one to the parish priest , and the other two are probably itinerants . The Doctor suspects a connection to the Varaxils and learns that last spring there were fires above Vetter ' s Tor , not very far from the village . As the squire tries to point the Doctor in the direction of the tor , he is clubbed unconscious by Lucern . It turns out that the twins forced Mary to flee the church at the first appearance of the squire . They tried to reach the TARDIS , but were stopped by the Witch - Pricker ' s men establishing a cordon around the village . In fact , the soldiers tracked them to the barn . The Doctor distracts the soldiers by running through the barley fields , giving Mary , Lucern and Finicia a chance to reach the TARDIS , promising to meet them there after nightfall . Indeed , late after sunset he also reaches the TARDIS and let the worried Mary know about his presence . As she walks inside to get secateurs and free him from the brambles , Lucern sends the TARDIS back to the 21st century , unconvincingly pretending this to be an accident . Part 2 . Back in the 21st century , the twins ignore Mary ' s protests and leave the TARDIS . They search for the WitchStar , trying not to get in the way of the witch . Finally , they find the WitchStar in a locked drawer in Aleister Portillon ' s study . Mary , unable to operate the TARDIS , manages to at least open the doors and bumps into Aleister . They manage to get into the house , but not without difficulty . There are strange invisible force fields blocking their way , which already cost Janek , the head of the labourers , his life . Aleister finds that neither the Internet nor phones are working . He asks Mary whether she has a mobile , to which she answers in the negative , without skipping a bit . They also discover the theft of the family heirloom , which Aleister calls the Witch ' s Star . Mary is also surprised to learn that the earl has no children and is not even married . On top of everything , Aleister turns out to be a fan of Byron and has an extensive library about him and his contemporaries , including Mary herself . When Mary and Aleister see the witch caught in one of those force fields , Mary guesses that these were intended as a trap for the witch , set exactly where Aleister kept his Witch ' s Star . Meanwhile , in the 17th century , the Doctor returns to the village and engages the services of Beatrix Butcher to show him the way to Vetter ' s Tor . He promises her galdrium in return , an alien mineral from Tridentio III , which shines in the dark . On Vetter ' s Tor , they find an entrance to the Varaxil ship , but something does not add up . The Doctor knows that Varaxil science was based on Odic energy , energy whose existence contradicts all laws of the Universe , for which Varaxils were branded as heretics all across the galaxy . However , this particular Varaxil ship is full of Lokic devices , which are incompatible with Odic energy and can cause significant damage when brought into contact with it . He also finds an imprisoned flux imp with horns and hooves , which sends Beatrix into a superstitious hysterics . When the Doctor asks her to help him save the imp , she takes off and runs directly to the village intending to report the Doctor to the Witch - Pricker . At first , the Witch - Pricker ' s men do not believe her , but Finicia persuades them . The Doctor returns to warn the squire about the alien menace hanging over the village . He found a transmutation matrix in the ship , meaning that the Varaxil pilot can look like human and be anyone in the village . The only silver lining is that the matrix was damaged and cannot be used to change appearance again . Just as Claude Portillon is convinced by the Doctor that he and not the Witch - Pricker can save the village , Finicia brings in Beatrix , who accuses the Doctor of serving the Devil himself , as she saw with her own eyes on Vetter ' s Tor . The Doctor is immediately sent where Agnes Bates was held all this time . Quite to Beatrix ' s surprise , she is sent there too , as she has also been tainted by the Devil . In the prison , Agnes tells the Doctor how she birthed the squire ' s children , Lucern and Finicia , and how their mother died in childbirth . The village cast Agnes out , angry that she couldn ' t save the squire ' s wife , but the squire himself never blamed her . She admits to the Doctor that she has a gift , that she sees things , like his second heart . The Doctor understands that she has high Odic potential . Each species has such gifted individuals . By now the Doctor has realised that the twins are the Varaxil changelings . As they scan Beatrix with the WitchStar , he advises Agnes to conceal her gift from them by thinking about something mundane , like turnip s . The Doctor , on the other hand , shows his hand and offers the Varaxil siblings help if their mission is an agreeable one . However , Finicia abruptly declines his help and promises to ensure that he hangs tomorrow . The Varaxils are afraid that he would uncover their deception . Part 3 . In the 21st century , Mary judges that they need to learn more about Varaxils and their science and takes Aleister to the TARDIS . They find a book about Varaxils , and Aleister recognises his Witch ' s Star in one of the pictures . They learn that it originates from the Hecatrix Dimension and is used to detect and collect Odic energy . It is unstable in the vicinity of Lokic force fields . When Mary and Aleister return to the house , they find Lucern and Finicia who admit that their mission is to kill the witch using the WitchStar . In the 17th century , while at the gallows , the Doctor is trying to talk his way out of it by implicating the squire ' s children , by explaining that they are alien changelings who killed the squire ' s real children . They counteract and persuade Kincaid to replace gallows with a fiery death . Meanwhile , the Doctor finally guesses that the Varaxils are searching for persons with Odic potential and instructs Agnes to show her gift . The WitchStar picks up on that , and the Varaxils immediately stop the execution by telling the squire that demons made them falsely accuse Agnes and the others ( Kincaid has by now left the site of execution ) . They are , however , too late to save Beatrix . The Doctor figures out that it was Agnes and not the squire ' s wife who was the mother of the real twins . But he is still wrong about the Varaxils ' mission on Earth . He thinks they came to save people like her with Odic potential , whereas in truth , their sacred mission , the mission of all Varaxils is to find such people to imprison them on Varax Beta , their planet . After being universally scorned by all other races for their heretical science , Varaxils denounced it and vowed to exterminate all Odic energy from the universe . That is why there are so many Lokic containment webs in their ship . They are to serve as temporary prison cells until the Odically - gifted are put in six - mile deep tombs of reinforced tyrillium on Varax Beta . Now that their ship is damaged , their vows demand them to kill Agnes using the WitchStar . Only the interference of the Witch - Pricker who came to interrogate the twins saves her but causes a malfunction . All the Odic energy from the WitchStar is released along with essences of all its previous victims . Agnes , unable to absorb such a massive energy burst , is engulfed in flames and loses control . She turns into a vicious and deadly creature attacking villagers and Kincaid ' s soldiers alike and impervious to the latter ' s muskets and pikes . Part 4 . In the 21st century , the twins are torturing the trapped witch . They are worried that she is disappearing and may again evaid them . Remembering the book about the Varaxil technology , Mary and Aleister touch the Lokic containment web with the WitchStar , causing an explosion that kills both Varaxils . The witch fades away in Mary ' s arms , seemingly at peace . Seeing an illustration to Mary Godwin ' s biography from the TARDIS library , Aleister guesses who his chance acquaintance was and promises to switch his focus from Byron to his contemporaries . Mary returns to the TARDIS and presses the fast return switch to join the Doctor in the 17th century . In the 17th century , the Doctor sees only one way to save the village . He mounts a military expedition to Vetter ' s Tor to gather Lokic containment webs and catch Agnes Bates - turned - witch in them . John Kincaid volunteers to lead his men . The witch follows them to Vetter ' s Tor and kills Kincaid during an open confrontation . After that , the Doctor manages to persuade Agnes to voluntarily step into a Lokic containment web . Claude Portillon decides to put her into a well , and the Varaxil siblings persuade the Doctor to carve special runes on the covering stone to keep the witch inside . Claude Portillon promises not to give the WitchStar to his " children " but refuses to give it to the Doctor either , saying it will be passed down the generations . Varaxils , on the other hand , promise to wait as long as needed until the witch gets out of the well . Varaxils live a long life . Finally reunited in the 17th century , Mary and the Doctor relate what happened to them . The Doctor , however , has some good news for Mary . The witch buried in the well for 350 years and released by the labourers was not Agnes Bates . The Lokic containment web was reconfigured by the Doctor to separate the Odic energies from Agnes Bates . It was an Odic wave form , an imprint of Agnes Bates and many others , that was imprisoned down the well . Agnes Bates herself continued living in the 17th century , although naturally not in Tranchard ' s Fell and not having any traces of her gift left . The Doctor only regrets that this gift would not be used by the human race now since she has lost it and her children were murdered .