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Lwaxana Troi arrives on the Enterprise, intent on finding a husband.



Antedians beam aboard

"What a handsome race."

On a mission to deliver Antedian dignitaries from Antede III (who are brought aboard in a catatonic state) to a conference on Pacifica, the USS Enterprise-D is unexpectedly ordered by Starfleet to pick up Lwaxana Troi and to extend full diplomatic courtesies to her. Before they even get the order, Lwaxana has caught up with the Enterprise in a Federation transport. She is also going to the conference, representing Betazed. Lwaxana draws the ire of her daughter, Deanna, and then insinuates that Picard is having 'naughty' thoughts about her once again.

Act One[]

Lwaxana arrives on the Enterprise with her manservant, Mr. Homn. In her characteristic forward manner, she compliments Captain Picard on his legs and insists that he carry her belongings, but Picard has no intention of doing so. Commander Riker then offers, but can hardly lift the luggage, as Picard had before. He still manages to do so and brings it through a corridor as the group escorts Lwaxana to her quarters. When most of everyone else has left, Lwaxana invites Picard to a dinner, saying it will be a diplomatic event. Picard happily accepts and leaves. Deanna then chides Lwaxana's description of Human men.

Data, Wesley Crusher, and William T

"She knows what's on your mind and she lets you know what's on hers."

On the bridge, Picard catches Riker talking to Data and Wesley Crusher talking about Lwaxana's behavior in the transporter room. Picard reminds them that Lwaxana is an ambassador, despite her eccentricities, and should be treated with all due respect that the title deserves. After a quick status report from Katherine Pulaski on the Antedians, he also reminds the bridge crew to wear dress uniforms for the dinner before quickly leaving, which confuses them since they don't know about it. Later, Picard goes to Lwaxana's quarters and slowly realizes from Homn that he is the only one joining.

Act Two[]

At the dinner, Lwaxana tells Picard that Human males are extraordinary and they toast to it. Lwaxana's irises are darker and larger than usual and seems to hunger for more than the food that she's cooked. Picard realizes that the dinner means something far more to her than to him, so begins to talk shop, inquiring about the Betazoid chime Homn hits at dinner. Picard asks Lwaxana what she knows about other culture's ceremonies at dinner. She has no idea about much of them, so Picard says Data is a great talker and informative, so taps his combadge and calls him to the dinner. Thanks to Data, Lwaxana is so bored by his constant talking that she cannot seduce Picard.

In the corridor, Counselor Troi informs Dr. Pulaski that Lwaxana is going through the Betazoid equivalent of menopause called The Phase, which, for Betazoid women, leads to exceptional increases in their sex drive. Troi believes that she should warn Picard when she finds out he is at dinner with her mother alone, but Pulaski says that it would be important for the captain to stay quick on his feet.

Picard learns about Betazoid Phase

A moving target

Later in Picard's ready room, Deanna informs Captain Picard and Riker about her mother's condition and says that the only option for her mother is to focus all her energy into one male with the goal of making him her husband. For him to spurn her would be considered a deep insult. Picard, sensibly, puts Riker in command of the bridge, and runs to go hide on the holodeck as Dixon Hill.

Act Three[]

After settling in to the holodeck program, Picard checks in with Dixon Hill's assistant Madeline and takes a breather at Hill's desk. He hasn't tried a Hill program since the previous year. The story continues, but the various scenarios the computer comes up are too violent for his current mood. For instance, a gangster named Slade Bender comes into Hill's office and reminds him of a recent murder and plans to kill Dixon Hill when he pulls out a gun. Picard calls out to the computer to freeze the program and adjust it so there is less excitement, since all Picard wants to do is relax. The program changes and Picard is immediately threatened by a character named Scarface, who grabs him by his collar. Scarface wants Hill to do a job for him. Picard does not like this scenario much either, so has the computer eliminate the character and reconfigure the program again. However, Slade barges into Hill's office armed with a Thompson submachine gun and is ready to shoot. Picard has the program frozen again and the computer reminds him that the parameters of the program are limited to the stories told in the Dixon Hill series.

Deanna informs Lwaxana that Picard is "busy" which prompts her to consider other options for herself, to Deanna's continued concern. William Riker? Already taken by her daughter. Lieutenant Worf? Wrong species. Ensign Wesley Crusher? Much too young for her tastes.

Picard decides to leave the office, but not before inviting Hill's secretary Madeline to Rex's Bar for a drink. She hands him a gun because he'll need it there. The Hill series obviously has mostly violent stories.

Act Four[]

At Rex's bar, Picard is having fun remembering the previous cases and jargon of the Hill stories. It turns out there's a bad character that may come to the bar to confront Hill and the bartender, Rex. They continue talking.

Lwaxana claims Riker

"You're overwhelmed with excitement. Believe me, I understand."

In the meantime, the Antedians have been brought out of their catatonic state by Dr. Pulaski. She calls to the bridge to inform Riker, where Lwaxana has just entered looking for the captain, but not finding him. When he leaves to inform Picard of the Antedians, Lwaxana announces to the bridge crew that Riker and she will be married, much to his surprise, Deanna's horror, and the surprise of rest of the bridge.

Act Five[]

Without sticking around, Lwaxana leaves to prepare for her wedding. Riker decides to let the captain deal with the situation and flees with Data to the holodeck to tell Picard about this development (and the revival of the Antedians). Picard is unpleasantly surprised to hear this, but Rex thinks Riker has all the luck in the world.

Lwaxana and Rex

"There is something you ought to know about Rex…"

Lwaxana, using the Enterprise computer, finds Picard and Riker on the holodeck. Initially outraged, she is quickly taken with Rex, since she cannot read his mind and thus finds him the most fascinating man she has ever met. She decides to now marry Rex, but as they reach Pacifica, Picard tells Lwaxana that Rex doesn't exist.

As Lwaxana leaves, husbandless, and her mind much clearer than it ever was during the whole duration of her stay, she saves the conference by revealing the Antedians are, in fact, assassins (she states that the Antedians' minds are so simple that she can read their minds in her sleep). She reveals they plan to set off a bomb made with ultritium located in their robes at the conference. Lwaxana bids her daughter farewell, with Picard, Riker, Data and O'Brien in the transporter room. While dematerializing in the transporter beam, Lwaxana chides Picard on his naughty thoughts in front of everyone.

Log entries[]

Memorable Quotes[]

(Staring at the Antedians)
"What a handsome race."

- Worf

("Dixon Hill" is brought up to speed about a girl he was hired to locate – and did – for her boyfriend, whom Hill subsequently sniffed out as her killer…and who has dispatched an associate, Slade Bender, to Hill's office.)
"…So he sent you here to – ask for a refund?"
"No. (pulls a gun) He sent me here to rub you."
"Computer, freeze program…! This isn't what I wanted at all. It's much too violent. I'm here to relax, not to dodge bullets. Reconfigure. (Bender disappears) More ambiance, less substance."
(Bender rushes back in, this time with a tommy-gun!)
"You're through ducking me, Hill!"
"COMPUTER! FREEZE PROGRAM…!! Perhaps I'm not clearly defining my intent."

- Slade Bender and Picard

"Last time I saw something like that it was served on a plate."

- Lwaxana Troi, on the Antedians

"I still say they look better in sauce."

- Lwaxana Troi, on the Antedians

"Betazoid women are full of surprises."

- Lwaxana Troi

"Data, you will never know how much I owe you for that."

- Picard, after Data rescues him from Lwaxana Troi's advances

"But you better take this."
"Because if we're goin' to Rex's Bar, you're gonna need it."

- Madeline, handing Picard as Dixon Hill a revolver

"Then she actually complimented Captain Picard on his legs?"
"Hmm. I would have thought a telepath would be more discreet, sir."

- Wesley Crusher, discussing with Riker and Data Lwaxana Troi's openness

"Yes, it's something Troi warned me about when we first started to see each other. A Betazoid woman when she goes through this phase… quadruples her sex drive."
"Or more."
"Or more? You never told me that."
"I didn't want to frighten you."
(Riker beams at Troi)

- William Riker and Deanna Troi, to Picard about Betazoid women

Background information[]

Production history[]

Story and script[]


  • When Captain Picard as Dixon Hill takes a look out of his office window, footage from an old movie is used to simulate the streetscape. When he did the same in "The Big Goodbye", new footage on the Paramount lot was shot and inserted.

Cast and characters[]

Mick Fleetwood and Allan A

Fleetwood with makeup artist Allan A. Apone

  • Rock star Mick Fleetwood of Fleetwood Mac appears in a cameo role under heavy makeup as an Antedian dignitary. Makeup artist Allan A. Apone recalled that Fleetwood was a huge fan of Star Trek and wasn't bothered by the fact that he would be unidentifiable. (Star Trek: The Next Generation 365, p. 111) The make-up process took approximately two and a half hours to apply. (Star Trek: The Next Generation Companion, 2nd ed., p. 90)
  • "I always loved Star Trek." Fleetwood recalled. "I played an Antedean – half-man, half-fish. Not that it was a huge part but I loved that I could be part of it in some shape or form. I shaved my beard to put all the prosthetics on. I said, 'I’ll shave my beard off if you promise me that I get to beam down or beam up – at least one of those things. Either up or down, you’ve got to promise me that it’s in the script.' And they do – they beam me down into the ship. So I shaved my beard off and I had a lot of fun." [2]
  • LeVar Burton (Geordi La Forge) does not appear in this episode. He is only alluded to by Mr. Homn when Lwaxana tries to find a mate.
  • This episode marks Robert O'Reilly's first Star Trek appearance.
  • When Lwaxana Troi talks to the computer, Majel Barrett is essentially talking to herself, as she plays both Lwaxana and the computer.


  • Bowman recalls, "This one was to be Majel Barrett's episode and she's a fascinating woman. I was asked to make sure that she did her best, so every day that's what we worked on. There's really no story tie between her wants and Picard going to Dixon Hill. It was just a way for us to get to the past. We had a great time doing the '40s stuff. I had looked forward to that since 'The Big Goodbye'. I thought the episode came out just fine, although we did have some funky problems. The funny things is that you have characters that are several hundred years in the future from where we are now, who go back into that 'time warp' to the '40s, and it's not like Bogie back then. You have a man, Picard, who is so far advanced intellectually, dealing with what are, essentially, cave people. I found it to be rather fun and challenging, being a different point-of-view in that style, but no problem." ("Rob Bowman – Director of a Dozen", The Official Star Trek: The Next Generation Magazine issue 10, p. 20)
  • A mission report for this episode by John Sayers was published in The Official Star Trek: The Next Generation Magazine issue 9, pp. 47-50.

Video and DVD releases[]

Links and references[]


Also starring[]

Special appearance by[]

Guest stars[]

Special guest appearance by[]


Uncredited co-stars[]



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External links[]

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