A/N so I watched Midnight for the first time the other day (I know I know) and was scarred for life.

Not even joking.

The whole feel of the episode, the music, the raw panic and fright and instinct for survival, the unknown thing that the Doctor couldn't hope to understand... It terrified me more than anything else I have ever experienced. And not like "BAM stop your heart" scared or "what if that thing is around the corner what if that sound is the monster OH MY GOD IM DEAD" scared or even "shit it's all dark whats that ah goosebumps help help help" scared. It was unknown scared. Like a kind of weird feeling in your stomach that creeps under your skin and doesn't go away. One that poisons your mind and crawls into every thought. Even your dreams.

I never ever ever get scared. Like, I watch the worst murder mysteries you could imagine at 12 at night home alone and I'm just peachy.

But Midnight...

Suffice it to say, I was pretty freaking terrified.

On that note, enjoy.

Because I didn't.

I still have trouble sleeping at night.

•••

Fear is a great and terrible thing.

Fear immobilizes, fear weakens, fear wounds, fear kills.

Fear transforms mighty kings into quivering peasants. Fear renders courageous warriors traitorous pawns. Fear turns geniuses into fools.

Fear takes all that is right and good and turns it against itself.

Fear tears down morals and connections, not matter how strong. Fear turns good men into evil men.

Fear is a thing to be feared.

And as the Doctor lay, chest heaving, on the cold floor of the ship, he realised something else.

He, a man of rarely matched intelligence, bravery, and mercy, a man who would surrender all his nine hundred years in a heartbeat to preserve the lives of his friends, or just to save some strangers he hasn't even met, he, in the eyes of fear, was just as weak as everyone else.

This had scared him more than anything ever before, a panic had sunk into his very soul. He had hidden it, as best he could, talking and saying all the words that ran through his mind to try to get a grasp on the situation. Trying to seem like he knew what he was doing, like he was in control, like he wasn't afraid.

But he had been. Oh, he had been.

This fear was something tangible, something deep, something dark, something terrible.

It was not a sudden fear, not the sort of fear that shocks you, that threatens you, that yells and rages with power, that makes your heart jump, that makes your blood rush. That fear he could deal with. That fear could fuel him, even, he had learnt over the years to let that fear run controlled in his veins and use it to his advantage. He could use it to fuel his fire, build up in his rage, use it to survive.

It was not a creeping fear either, the kind of fear you get when you hear a strange noise in the dark, or see a misshapen shadow that could not possibly be just a tree. The fear that makes your hair stand on end, makes your skin creep, that quickens your breaths. That fear was easy to survive with, too, that fear could be utilised. That fear would sharpen his eyes, keep his mind alert, and speed up his thinking to stay one step ahead.

But this fear was different.

This was not a fear of a threat, of some undefeatable force, of a dark power. This was neither a fear of that which creeps behind corners and rests a cold hand on your neck, of things that slink and slip in the shadows.

This was something else.

This was a fear that you don't even see, a fear that you can't fight, that you can't use to your own advantage. This was a fear that sank slowly into your skin, a fear that dulled your senses and slowed your mind. This was a fear that collected in your chest, a cold, dark, shadow, a fear that emptied your stomach, that froze around your thoughts.

This was a raw, wild panic, something you couldn't hope to control, something you couldn't hope to resist. No matter what, it would take its hold and pull you into the dark and deep and cold. Because it was hard to understand a fear if you didn't even understand what you were fearing.

This was a fear of the unknown.

The Doctor knew many things. Most things, actually, if he was feeling boastful. Every so often, or not so often, he would see something that was not included in those most things. These rare things he would try to understand, he would investigate them and pull them apart until he could make sense of them.

But he had not been able to make sense of this.

He knew nothing of the entity that had killed the two men, possessed Sky, and controlled his own speech. He did not know its name, its form, its shape, its mind. He did not know its origin, its home, its life. He did not know its motives, its thoughts, its wants. He did not know what it was capable of, what it had wanted from them, what it would have done if the crew member had not thrown it and herself out into the deadly Xtonic rays of the diamond plains.

And he did not think that it was dead.

The whole thing was a puzzle, an unsolvable enigma. How could it survive out there, when nothing living was able to? Was it even alive? Was it some kind of removed, weakened life, or was it simply dead? Or, maybe, it was something new, something completely unheard of, some unimaginable thing, some being that obeyed different rules of physics and life than that which everyone else did.

How had it banged on the walls? How had it echoed his answering knocks? How was such a thing so intelligent? How had it taken control of Sky? How had it known her fear, how had it sensed that she was the weakest in face of fright? And, then, how had it decided that choice of action? How had it known the perfect way to turn those humans against each other, against him? How had it known what would spread panic and fear so deeply into their minds, causing them to question their own morals, to go against their own beliefs? How had it known to act on this raw need for survival that all humans have? How had it known about him, how had it used his own intelligence and will to help for its own advantage? How had it used the echoing of words to embed fear into everyone who uttered but a syllable, to build panic as an unquenchable fire in every heart? How had it taken his own words to control him, become him? How? How?

He did not know.

He did not think he would ever find out.

And, before, as he was talking softly to what had been Sky, trying all he could to find the answers to these questions, he had felt fear weigh in his bones, tingling under his skin.

The fear of the unknown. The fear of what he couldn't understand, of what he could not control.

And while that thing had control of his speech, of his thoughts, of him, he had realised just how terrified he actually was. This was something that could dance around with him on strings, but he didn't have any hope of understanding.

Fear was a great and terrible thing, and it had almost taken him for its own.

That being knew fear, it knew how to create it, it knew how to harness it, it knew how to use it. That being could cause the most deep and shadowing fright that no one could escape, not even him. It used great intelligence and knowledge to bend the minds and instincts of everyone on the ship. It induced fear that none of them, even the Doctor, had ever experienced before. Because every living thing fears that which it does not know.

Even the Doctor.

Especially the Doctor.

He stood up, his breathing still labored and quick, and gathered himself. Never before had he been so afraid, afraid for his life, and not the lives of others. He had been scared for himself.

That was new.

He looked around at all the relieved and shell shocked faces of the other passengers, and thought that he must look the same.

Because he had been so, so afraid.

Afraid, not just of the thing, the strange, unknowable, impossible, uncontrollable thing, but of the fear itself.

The fear that he tried ever so hard to deny, to work through, to understand. The fear that, in the end, in the very end when the being had control of him and was using the human instinct to survive against him, he was sure had shown on his face. The deep, numbing, pure fear.

The fear of the unknown.

The fear of the unknowable.