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The crew help Data investigate when his dream program suddenly begins generating nightmares which make him act strangely. Meanwhile, Captain Picard attempts to avoid attending a boring Starfleet banquet.



Data is walking through the corridors of the USS Enterprise-D, when he encounters Geordi La Forge standing against a bulkhead. La Forge tells him they have a plasma conduit to install as they are bringing the Enterprise's new warp core online in less than three hours. Data tells him he will proceed to deck 20 and begin modifications. As he leaves, La Forge shouts after him, "This oughta be a lot of fun!" Walking further up the corridor, Data sees three workmen destroying a warp plasma conduit. He first asks if they have authorization to work here, then tells them he must ask them to stop, and after he speaks, he emits a high-pitched sound through his mouth. The workers tell him to be quiet, then attack and dismantle him, first his left arm, then his right leg, and then ultimately his head. A startled Data suddenly wakes up in his bed.

Act One

The Enterprise is leaving Starbase 84 after installing a new warp core. Captain Picard has been invited to the annual Starfleet Admirals' Banquet on Starbase 219 by Admiral Nakamura. Picard lists all of the negatives about attending the banquet to Commander Riker – making dull conversation, uninteresting food, and boring speeches. Riker asks Picard if there is some way he could get out of attending and Picard says that, after six years, he's run out of excuses to avoid it.

Meanwhile, in engineering, Data can't stop talking about his nightmare. In the nine months since he has activated the dreaming program, he has had 111 dreams, but this appears to be his first nightmare. La Forge assures him that nightmares are a normal part of dreaming, and that being preoccupied with them is also part of the Human experience. They are interrupted by Ensign Tyler who triumphantly has just finished calibrating a electro-plasma system module and expresses her joy in learning engineering techniques from La Forge, and it is obvious she has a crush on him. La Forge is uncomfortable, but politely suggests she work with Lieutenant Farrell to check the deuterium cartridges next to get her out of his hair.

Soon, Picard calls in to La Forge and Data to attempt to activate the new warp drive. Picard orders Ensign Gates to set a course for Starbase 219 and engage at warp six. The Enterprise prepares to enter warp, but the ship's warp field collapses and the ship just sits in space. La Forge reports that they have run into problems with the warp plasma conduit. He informs Picard that he is going to have to reconfigure it. The Enterprise will now be delayed for several hours.

In his quarters, Data observes his cat sleeping and wonders what Spot dreams about. Counselor Troi visits Data to talk about his nightmares, and encourages him to continue with the dream program. She wishes him a good night and he wishes her the same.

Dr. Crusher "drinking" from Riker's head

Data begins to dream. Opening his eyes, he is in Ten Forward, and Worf is nearby at a table, enjoying a piece of cake. Data asks what kind of cake it is. "A cellular peptide cake, with mint frosting. Would you like a bite?", Worf says. Data declines, and his attention turns to Dr. Crusher and Riker at the bar. Riker has a drinking straw coming out of his head, and Crusher is drinking something out of it. There's a telephone ringing in the background. "Aren't you going to answer that?," Riker demands. The workmen are also there, and again Data emits the high-pitched scream. They tell him to be quiet, and he shuts his mouth. One hands him a knife, and he cuts at a cake which forms the body of Counselor Troi. Troi pleads with him to stop hurting her, but he doesn't.

Troi, Worf, and La Forge are standing in Data's quarters and wake him up. They tell him he's overslept. "That is not possible," he says, but it has happened nonetheless.

Act Two

In engineering, La Forge finds nothing wrong with Data's internal time base and his primary systems check out fine. He theorizes that perhaps it is part of the program, that Data is supposed to oversleep at times, and that his creator, Dr. Noonian Soong, may have intended it, as it is part of the Human experience. He asks about Data's dreams and comments that imagery must have been strange. "Strange," Data says, "is not a sufficient adjective to describe the experience."

Data consults Sigmund Freud in the holodeck, but after the psychologist comes up with a bizarre theory – telling Data that the nightmares are related to Data's desire for his mother and his impotence – Data leaves.

Admiral Nakamura calls the Enterprise, demanding to know when Picard will arrive for the banquet. The captain assures him he will be there on time. Shortly afterwards La Forge and Data again try to activate the warp drive, but there's another problem and the Enterprise is adrift. Nakamura is again contacted with the "bad" news.

"Are you going to answer that, commander? What are you waiting for?! Answer it!"

In engineering, Data and La Forge work on the problem. Tyler comes by again briefly for a plasma inverter, still with a crush but La Forge doesn't have time to talk to her. Data then starts seeing dream imagery while he's awake. He sees a "mouth" on La Forge's neck, and the brace coil he holds looks like the knife with which he cut the "cellular peptide cake". He hears the telephone ringing again and Riker appears with a straw sticking out of his head, insisting he answer it and points at Data's chest area. Data opens his own chest, finding a dial telephone. He picks up the receiver. "Hello?" he asks. "Kill them. You must kill them all, before it's too late." It is Freud's voice. La Forge wakes him out of it, and Data turns to see him and Tyler.

Act Three

Data goes to Troi for counseling. With Data's insistence that the technical reasons are ruled out, she suggests they start regular sessions. Data is excited at the prospect at developing a new neurosis, which amuses Troi, and looks forward to the next meeting. Until then, Data is to discontinue the dream program and Troi recommends that he take time to reflect on the experience.

Data confronting Troi

In his ready room, Picard insists to Nakamura privately that he will be on-time, and will not need a tow ship to bring the Enterprise to the starbase. He goes to engineering and nervously suggests actions over the shoulder that La Forge and Data have already tried. When he suggests going over to reconfigure the isolinear chips, La Forge tells him that he and Data have the situation under control and asks him to just let them take care of it. Then, Tyler suggests that Picard could assist in moving the antimatter storage pods and they leave to get to it. However, meanwhile Data stares at the brace coil and is compelled to leave, unnoticed. He finds Troi in a turbolift and stabs her with the tool, first asking her to hold very still.

Act Four

Riker and Worf find them, and in the observation lounge after getting Troi to sickbay, Data claims that he saw another mouth on her shoulder, and he had an uncontrollable urge to eliminate it. Data is relieved of duty and confined to quarters while La Forge prepares a sub-polymer scan, the last remaining scan he can think of, since everything else reports nothing wrong with him.

Meanwhile, Dr. Crusher treats Troi's stab wound, but it mysteriously fails to heal. When Crusher removes the vascular pad, she discovers a rash, but also cellular degradation and an interphasic signature. She asks Martinez to get an interphasic scanner, which reveals an interphasic organism on the wound.

Worf brings Data to his quarters and confiscates his phaser. Data then takes the precaution of asking Worf to take care of Spot, since he isn't sure what he might do. Worf reluctantly agrees, and, on his way out, finds out he is allergic.

In sickbay, Crusher tells Picard and Riker about Troi's cellular degradation. She uses the interphasic scanner to show them the creature she has discovered on Troi, and another on herself, which are visible only with the scanner. She tells them that she has scanned all of her medical staff and these creatures have been found on almost all of them. Her analysis has determined that the creatures have attached themselves to their epidermal layers with osmotic tendrils. Using the scanner on Picard and Riker, Crusher finds one on Riker's head and another on Picard's neck. She notes the creatures are tapping directly into their bloodstream and they are spreading.

Act Five

Crusher reports in the observation lounge that the creatures are feeding on the cellular peptides of the crew's cells. They don't yet know how to destroy them, but if they don't, the cells of their bodies will disintegrate and they will all collapse into nothing more than a few pounds of chemicals. Picard and La Forge both think the creatures may be connected to Data's odd behavior, because their locations correspond to objects in Data's dreams. They tell Data about their discovery, and say that they want to connect him to the holodeck, so they can observe his dreaming.

Once there, La Forge and Picard observe Data, who again finds himself in Ten Forward, and then in Sigmund Freud's office. The telephone in Data's chest is the one from Freud's desk. The three workmen are also there, again dismantling a plasma conduit, leading La Forge and Picard to believe that the creatures are also linked to the malfunctioning warp core. Data makes the shrieking sound, which immobilizes the workmen. Data wakes up, ending the dream simulation, and says that he understands everything now. He explains that the workmen represent the parasites, Freud's phone calls were warnings about the danger they represent, and that they are weak against an interphasic pulse. By reconfiguring Data's positronic brain to emit an interphasic pulse, the creatures are killed.

La Forge explains that the new warp core must have been infested with the interphasic organisms from Thanatos VII, and that's why the engineering staff had so many problems initializing it. In order get warp power back up, he will have to construct a new conduit, which will take at least six hours, meaning that Picard gets out of attending the admiral's banquet once again. La Forge suggests to the captain that he can speed up the construction, but Picard tells him he wouldn't want to put the safety of the Enterprise at risk.

Troi visits Data in his quarters, and after listening to the details on the dreams from Geordi, she states that "turnabout is fair play", and brings him a snack: a cake in the android's shape. "I wonder what Dr. Freud would say about the symbolism of devouring oneself," Data says. "Data," Troi responds, "sometimes a cake is just a cake."

Memorable quotes

"This oughta be a lot of fun!"

- Geordi La Forge, in Data's nightmare

"Be quiet!"

- One of the three workmen representing the parasites infecting the warp core against Data's high-pitched noise

"Can't you think of some excuse to get out of it?"
"After six years, Number One, I don't think I have any excuses left."

- Riker, on the annual Starfleet admiral's banquet which Picard is dreading

"Now let's see how fast she can run."

- La Forge, on the new warp core

"I've just received a message from Starfleet Command."
"Bad news?"
"You could say that. I've been invited to the annual Starfleet admirals' banquet."
"My condolences."

- Picard and Riker

"I have often wondered what Spot dreams about. His twitching and rapid breathing would seem to suggest anxiety. But Spot has never seen a mouse, or any other form of rodentia. He has never encountered an insect or been chased by a canine."

- Data telling Troi about his cat Spot

"Goodnight Spot."

- Data and Spot

"Good work, Tyler. I thought he'd never leave."

- La Forge, to Data after Ensign Tyler leads Captain Picard away from engineering

"Mr. La Forge, why isn't my ship moving?"

- Jean-Luc Picard

"Commander La Forge?"
"Speaking of nightmares…"

- Tyler and La Forge

"Dreams are the royal road to the knowledge of the mind."

- Troi, quoting Sigmund Freud

"Sounds like it must have been pretty strange."
""Strange" is not a sufficient adjective to describe the experience."

- La Forge and Data, on the latter's dream

"Tell me more about this, uh… cake."
"It is difficult to explain. Counselor Troi's body… was a cake."

- Sigmund Freud and Data

"I believe I can fit you in, uh… next Tuesday, hmm?"
"That will not be necessary. Computer, end program."

- Sigmund Freud and Data

"Hold… very still, counselor."

- Data, upon attempting to kill an interphasic organism on Counselor Troi

"Do not interrupt!"

- Sigmund Freud, to Data

"Kill zem. You must kill zem all, before it's too late."

- Sigmund Freud, speaking through the phone to Data about the interphasic organisms

"What is it?"
"The question is, what are they."

- Picard and Dr. Crusher, when they examine an organism

"Normally I would wish you pleasant dreams. But in this case, bad dreams would be more helpful."

- Picard to Data, after he is interfaced with the holodeck

"He will need to be fed once a day. He prefers feline supplement number 25."
"I understand."
"And he will require water. And you must provide him with a sandbox. And you must talk to him. Tell him he is a pretty cat. And a good cat."
"I will feed him."
"Perhaps that will be enough."

- Data, giving Worf advice on how to take care of Spot

"Mr. Data, what kind of cake is this?
"It is a cellular peptide cake."
(With mouth full) "With mint frosting."

- Picard, Data, and Worf, in Data's dream

"I wouldn't want to sacrifice the safety of the ship."

- Picard, after La Forge mentions he could speed up repairs

"Sometimes a cake is just a cake."

- Troi, to Data

Background information

Hair stylist Patricia Miller on the set

Stewart, Sirtis, Joy Zapata, and June Abston Haymore on set

Data's torso, opened

Production history


  • During his discussion with Sigmund Freud in the holodeck, Data states he has no mother. He meets his "mother", Juliana Tainer, the wife of his creator, Noonien Soong, four episodes later in "Inheritance".
  • Data mentions he had discovered his ability to dream nine months before. This refers to the events of "Birthright, Part I".
  • Jenna D'Sora's gift to Data from "In Theory" can be seen on a shelf in Data's quarters.
  • The modified warp core was again used for the warp core of an alternate Enterprise-D in "Parallels".
  • Data's head prop from the episodes "Time's Arrow" and "Time's Arrow, Part II" was reused in this episode when one of the workmen decapitated him.
  • In this episode, Data refers to Spot as a male, whereas later "he" appears to be female and in fact even has a litter of kittens in "Genesis".
  • When Data goes through his Human ritual of getting into bed, his Sherlock Holmes outfit from "Elementary, Dear Data" can be seen hanging from his coat rack.


  • This is one of the few Star Trek episodes to be slightly edited for screening by the BBC in the UK: the scene in the turbolift when Data confronts Troi with a knife (which caused some upset among audiences in the US) was trimmed to remove the actual moment of stabbing. Syfy channel's UK airing of this episode to date still has this edit.

Video and DVD releases

Links and references


Also starring

Guest stars

Uncredited co-stars

Stunt double



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Other references

  • Interphasic Scan Display 277: anaphase; cellular data analysis; interphase; metaphase; preprophase; prophase; telophase

External links

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Star Trek: The Next Generation
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