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While the Enterprise searches for the rare cure to a deadly disease, the landing party is confronted by a reclusive man who is willing to kill to preserve his privacy.



Kirk, McCoy, and Spock meet Flint and M-4

"Do not kill."

Its crew suffering from the deadly Rigelian fever, the USS Enterprise pays an emergency call on a supposedly barren planet, Holberg 917G, to gather ryetalyn, a rare element that is the key ingredient of the antidote. Beaming down to the planet, Kirk, McCoy, and Spock are attacked by a hovering robot called M-4. The landing party draw their phasers to fire back, but find M-4 has somehow neutralized the weapons. An old man arrives to halt the robot's attack, and introduces himself as Flint. However, he insists to Kirk that the landing party leave at once or die.

Act One[]

Holberg 917G fortress, remastered

Flint's impressive home

Kirk asks Flint to reconsider but Flint still refuses. As a result, Kirk flips open his communicator orders that Scott have the Enterprise lock phasers onto their coordinates. When the situation seems completely hopeless, Flint relents and gives Kirk two hours to obtain the ryetalyn. Flint orders M-4 to gather the ryetalyn. In the meantime, Flint invites the landing party to his impressive home.

When they arrive, Kirk, Spock and McCoy find in the living room what appears to be authentic but undiscovered specimens of Earth art, such as a score by Brahms and paintings by Leonardo da Vinci. They also come across a Gutenberg Bible and several works of Reginald Pollack. The men are unaware that a beautiful young woman wearing a long, elegant silver dress is watching them on a video screen in what appears to be the drawing room. When M-4 returns with the ryetalyn, Kirk prepares to beam back up to the ship but ultimately accepts Flint's offer to process the rare element. It is at this moment that Flint introduces the young woman from the drawing room: his beautiful, highly intelligent, but ultimately enigmatic ward named Rayna, whose beauty immediately attracts Kirk's attention.

Act Two[]

Flint introduces Rayna to McCoy and Spock. Her first time encountering a Vulcan, she wishes to discuss field density with him at a later time. Flint explains that Rayna's parents were in his employ and died in an accident. They placed her in his custody and she has been with him ever since. Rayna explains that the landing party are the only other men she has ever seen, which McCoy replies, "the misfortune of men everywhere and our privilege." Flint seems to encourage encounters between Kirk and Rayna, such as having them play billiards or having them dance while Spock plays the piano.

Kirk recalls to Flint that he had said something earlier about savagery and wonders when was the last time Flint had visited Earth. Flint tells him that Kirk will probably say that it is no longer cruel but he notes that the Enterprise itself is "bristling" with weapons and its mission is to colonize, exploit, and destroy if necessary. Kirk replies that their missions are peaceful and their weapons are used strictly for defense. He notes that if they were truly barbarians, they would not have asked for the ryetalyn, they would have simply taken it. He recalls that Flint's own introduction to the landing party lacked a certain benevolence when they arrived.

Kirk is becoming closer to Rayna while they play a game of billiards, and while she teaches him some pointers on the game, Kirk tells Flint that to be Human is to be complex, the species cannot avoid ugliness from within or without. Meanwhile, McCoy returns with the report while Kirk and Rayna are dancing. He reports that the ryetalyn contains irillium in quantities sufficient enough to render the antidote useless. Flint offers to go with M-4 and collect more samples and to screen them himself. He offers to let McCoy join him.

Later, Kirk enters Flint's laboratory. He is looking around when Rayna enters. He walks over to her and notes that the room became lonely without her. She tells him that loneliness is "a thirst. A flower dying in the desert," something Flint had said to her earlier. Kirk does not understand what she is talking about and asks what is in the room behind a closed door in the lab. Rayna does not know, as Flint has told her she must never enter that room. Kirk asks why she is here then, and she tells him she often comes to this place when she is troubled. Kirk asks why she is troubled and also if she is happy here with Flint. She says Flint is the kindest man in the galaxy, but if so, Kirk wonders, why is she troubled? As Kirk leans in to give her a kiss, M-4 arrives and prepares to attack him.

Act Three[]

Rayna orders the robot to stop, but it does not respond to her command. Just as M-4 prepares to fire on Kirk, Spock enters and vaporizes it with a blast from his phaser. Later, Flint tells Kirk that the robot was programmed to defend the house and its occupants; it did not anticipate Kirk looking around in the lab. However, another M-4 unit arrives in Flint's living room. He states that it is too useful a device to be without. Flint notes that Kirk should be thankful that he did not attack him, as he has twice the captain's strength, but Kirk remarks that, as Flint had said earlier, it would be an interesting test of power. Rayna is pleased that Kirk did not die in the incident and Flint states that death, when unnecessary, is tragic. He orders that Kirk wait in his study, "patiently, safely," while McCoy analyzes the quality of the ryetalyn in the lab. He reminds Kirk that his defense systems operate automatically and not always in accordance with his wishes.

As Flint and Rayna leave, Kirk and Spock realize Flint loves Rayna and is exhibiting jealousy towards Kirk. However, Kirk points out that Flint seemed to want Rayna and Kirk to participate in activities together, which Spock notes seems to defy male logic as he understands it. Kirk contacts the Enterprise and asks for a status on the progression of the Rigelian fever. Scott tells him that the disease has infected nearly everyone on board and they are now operating with a skeleton crew. Kirk also asks for the report on a computer search on both Flint and Rayna. Uhura informs him that there are absolutely no past records of Flint and, later, of Rayna.

Kirk and Spock realize that Flint wishes for them to linger for reasons unknown. In the drawing room, Rayna and Flint are watching Kirk and Spock on the video screen. Rayna tells him that she could not have summoned M-4, as she was not frightened. She believes Flint had sent the robot there to kill Kirk, which he vehemently denies. He asks her to say her farewells before Kirk leaves. Rayna sees Kirk again, and the captain tells Spock he will see him in the lab later. She tells Kirk that she has come to say goodbye, but he does not want to. He kisses her, asks her to leave with him and leave Flint. Shortly after, Rayna runs away when Kirk tells her she loves him, not Flint.

Later, in Flint's lab, Kirk meets up with McCoy and Spock. They enter the room that is off-limits to Rayna, where they discover this is Flint has been hiding the processed ryetalyn. Searching for the antidote, the men discover three earlier versions of Rayna: one bald, one brunette, and another unseen under a sheet — indicated by signs reading RAYNA 16, RAYNA 15 and RAYNA 14 respectively. They realize the woman Kirk loves is not Human; she is an android.

Act Four[]

Flint then arrives and reveals his other secret; he is an ancient immortal, born almost four millennia before Christ, in 3834 BC. Over the course of his long lifetime, Flint has taken on many names, such as Brahms and da Vinci. Eventually, he acquired enough wealth to purchase Holberg 917G and work on a perfect, ultimate – and equally immortal – woman. Kirk had provided the final step in her creation, stirring her emotions to life. Flint presses a button on a small remote control device, and the Enterprise vanishes from the planet's orbit — reappearing the size of a model on a table. An astounded Kirk looks inside the three-foot 'model' starship (his face appearing on the bridge's viewscreen as he does so) and sees the crew members on the bridge going about their duties but frozen like statues. Flint says he has put the Enterprise and its crew into suspension and will do the same to Kirk, Spock and McCoy, keeping them and the Enterprise in that state for a thousand years or more, as Rayna's emotions turn to him. Despite Flint's intent to keep her creation a secret, Rayna enters the room and learns the truth — forcing Flint to use his remote control to release the ship. The 'model' Enterprise vanishes from the table, and the full-sized starship reappears in orbit.

Kirk forget


Flint and Kirk fight over Rayna, stopped only by the emergence of Rayna's emotions. However, her new feelings and suddenly having to choose between Flint and Kirk overwhelms her, and she shuts down — collapsing to the floor.

Back aboard ship, the plague is stopped and Kirk finally falls asleep at the desk in his quarters after ruefully reflecting on what had happened. McCoy enters and informs Spock that the full tricorder readings on Flint indicate he is aging and will eventually die of natural causes. By leaving Earth, he had sacrificed his immortality. After commenting about love and Spock's eschewing of that emotion, the doctor looks at Kirk and wishes the captain could forget Rayna. As McCoy leaves, Spock moves over to his sleeping captain, and places one hand on Kirk's temple. Spock then proceeds to grant McCoy's wish by whispering "Forget" and using a Vulcan mind meld to erase Kirk's memory of Rayna — therefore easing his captain's pain.

With the Enterprise's crew now cured of the plague, the starship flies on through space toward new adventures.

Log entries[]

Memorable quotes[]

"If you do not leave voluntarily, I have the power to force you to leave – or kill you where you stand."

- Flint, to Kirk

"Are you a student of history, sir?"
"I am."

- Spock and Flint, as Flint recalls the bubonic plague

"What is loneliness?"
"It is thirst. It is a flower dying in the desert."

- Rayna and Flint

"Do you think the two of us can handle a drunk Vulcan?"

- McCoy to Kirk, after pouring some Saurian brandy

"Flint is my teacher. You are the only other men I've ever seen."
"The misfortune of men everywhere. And our privilege."

- Rayna and McCoy, after they meet

"To be Human is to be complex. You can't avoid a little ugliness from within and from without."

- Kirk, to Flint

"I have married a hundred times, Captain. Selected, loved, cherished. Caressed a smoothness, inhaled a brief fragrance. Then age, death, the taste of dust."

- Flint, on why he created Rayna

"At her age, I rather enjoyed errors with no noticeable damage."

- McCoy, countering Flint musings that Rayna's intellectual cultivation is a priority to avoid errors and wasting time in unprofitable pursuits.

"I know death better than any man. I have tossed enemies into his grasp. And I know mercy. Your crew is not dead, but suspended."

- Flint, to Kirk

"Stay out of this! We're fighting over a woman!"
"No, you're not. For she is not."

- Kirk and Spock, during Kirk's fight with Flint

"She's Human. Down to the last blood cell, she's Human. Down to the last thought, hope, aspiration, emotion, she's Human. The Human spirit is free."

- Kirk, after Rayna stops the fight

"I was not Human. Now I love. I love."

- Rayna's last words

"The joys of love made her Human. And the agonies of love destroyed her."

- Spock, on Rayna's death

"A very old and lonely man. And a young and lonely man. We put on a pretty poor show, didn't we?"

- Kirk to Spock, lamenting Rayna's death

"You see, I feel sorrier for you than I do for him because you'll never know the things that love can drive a man to. The ecstasies, the miseries, the broken rules, the desperate chances, the glorious failures, the glorious victories. All of these things you'll never know simply because the word love isn't written into your book."

- McCoy, to Spock


- Spock, using a Vulcan mind meld to ease Kirk's pain

Background information[]

Production timeline[]


  • This episode's title is a dual allusion: first to a ritualistic liturgy of Roman Catholicism (and other related religions), the "Requiem" being a Mass for the dead, and second to Methuselah, son of the Biblical prophet Enoch and paternal grandfather to Noah, who was the longest-lived Human being in the Bible (in Genesis 5:21-27) having lived 969 years; existing for nearly a millennium, Methuselah's lifespan has historically become a proverbial reference for longevity.
  • In a story outline (dated 2 October 1968) the 8,000-year-old Flint was also Ludwig van Beethoven. Spock enabled Kirk to forget Rayna by using mental suggestion from a distance, while Kirk was in his cabin and Spock was on the bridge. In the final scene in the episode, Spock causes Kirk to forget but not from a distance, but by touching his head and telling him to forget.
  • Bixby wanted Flint (originally depicted by him as a Neanderthal) to have been Beethoven, because, according to him, "Beethoven had a kind of Neanderthal cast to his face". However, in staff rewrites, it was changed to Johannes Brahms. (These Are the Voyages: TOS Season Three, p. 572)
  • In Bixby's first-draft script, Flint is revealed to have been Jesus, Moses and Pablo Picasso as well. The former two aliases were nixed due to a request by NBC's Broadcast Standards, who were concerned this would "bring repercussions" from viewers with orthodox religious views. Picasso was eliminated as well, because the artist was still alive at the time, and researcher Joan Pearce warned that "attributing fictitious work of art to a living artist can bring legal repercussions". (These Are the Voyages: TOS Season Three, p. 575). In addition, it would be contradictory if Flint had been said to be both Lazarus and Jesus, the latter of which had resurrected the former.
  • An element from Bixby's story – that of an immortal man who became several of Earth's historical figures – was mirrored in his final screenplay, which became the film The Man from Earth [1] which featured Trek alumni John Billingsley, Tony Todd, Richard Riehle, and David Lee Smith.
  • According to the Star Trek Encyclopedia, 4th ed., vol. 1, p. 402, "Rayna Kapec was named for Czechoslovakian writer Karel Čapek, who first coined the term "robot" in the classic science-fiction play entitled R.U.R.."
  • Kirk's second log entry has a stardate with two decimal numbers. This is the only episode in The Original Series that used this stardate format.


  • The Brahms paraphrase that Spock plays was written especially for this episode by Ivan Ditmars. The sheet music shown is from Brahms, his 16 Walzes, Op. 39.
  • The TOS Season 3 DVD release incorrectly spells Rayna's name "Reena" in the end credits. Her name is shown in the episode very clearly as RAYNA during the reveal of the multiple versions of the android. The correct spelling could be seen in the end credits on the earlier LaserDisc and VHS releases, and was later restored for the TOS-R Season 3 DVD collection. Each version of the caption used a different shot of Spock playing 3D chess: the correct spelling shows Spock apparently contemplating his next move, while the incorrect spelling shows Spock moving a black chess piece.
  • In the third season blooper reel, there is a shot of the M-4 on its dolly mount, being wheeled toward William Shatner by its operator. There is also a clip of Leonard Nimoy rocking his head sarcastically while "fill-in" elevator music plays during the scene where Spock plays Brahm's waltz for Kirk and Rayna. Ivan Ditmars' performance was dubbed in later.
  • This episode apparently had a scene deleted which contained an appearance by John Buonomo as an orderly.
  • Cinematographer Al Francis was absent for the first three days of production due to illness. He was replaced by John Finger (working on Gomer Pyle, USMC at Desilu at the time) for the first two days, then by veteran cameraman Ernest Haller (who also shot the second pilot, "Where No Man Has Gone Before") for the third. Francis is solely credited as director of photography for the episode. (These Are the Voyages: TOS Season Three)


  • When cast for this episode, Louise Sorel, a theater actress, did not take Star Trek all that seriously. "They put me in this funny costume – I stood still and they just wrapped fabric around me – and I had an Annette Funicello bouffant and Dusty Springfield eye make-up. James Daly and I thought of ourselves as these two very serious theater actors and we kept looking at each other, 'Why on Earth are we doing this?' Eventually, we just started saying, 'Christmas money, Christmas money, Christmas money.'" Overall, however, Sorel remembered the episode as "really very sweet. I loved working with Shatner. We had played lovers once before. In the story, Flint forgot to give Rayna the tools to survive emotionally, and – when he and Kirk started fighting over her – she couldn't bear the pain. It was really very touching." (Star Trek 30 Years, p. 77)
  • Louise Sorel and William Shatner appeared together on an episode of Route 66, "Build Your Houses With Their Backs to the Sea" that aired in 1963. Curiously, also starring in this show was Glenn Corbett, who played Zefram Cochrane in TOS: "Metamorphosis".

Sets and props[]

USS Enterprise model

The Enterprise three-foot model

  • This episode includes the newest footage of the Enterprise seen since "Mirror, Mirror", utilizing the three-foot model built to demonstrate the Enterprise shape in 1964.
  • Captain Kirk peers into the bridge of the Enterprise through the viewscreen, much like Q does when Quinn shrinks the USS Voyager to the size of a Christmas ornament in VOY: "Death Wish".
  • Some of the furnishings in Flint's castle are recognizably recycled from previous episodes. Spock sits in the ornate chair used by Korob and Sylvia in "Catspaw". In the outer room of Flint's laboratory, just in front of the vertical grill, is the female Romulan commander's "communications box" from "The Enterprise Incident". In the same room, the back walls are lined with the consoles from the Elba II control room in "Whom Gods Destroy". One of the wall ornaments in the game room was previously used in "The Cloud Minders" in the Stratos reception room (although "The Cloud Minders" was filmed prior to "Requiem for Methuselah," it wasn't broadcast until after it).
  • The undercarriage of Flint's robot, M-4, is a reused portion from the upper carriage of Nomad from "The Changeling".


  • This episode is referenced in the Star Trek: Voyager fourth season episode "Concerning Flight", in which Captain Kathryn Janeway mentions that Captain Kirk claimed to have met Leonardo da Vinci. This would leave one to conclude that Spock's mind touch at the end of the episode only erased Kirk's memory of Rayna, and not necessarily the whole encounter.
  • Whereas Spock uses the mind meld at the end of the episode and tells Kirk, "Forget", in Star Trek II: The Wrath of Khan he uses the technique on McCoy and tells him, "Remember".
  • Doctor McCoy states that alcohol easily makes Vulcans drunken. This is contradictory to his reply to Kirk's question about how well Spock would handle whiskey in Star Trek V: The Final Frontier, in that instance he predicts alcohol would have little effects on Spock, due to his Vulcan metabolism. It seems yet possible McCoy was merely teasing Spock in this episode, as Spock himself was in the film more concerned about his Human half.
  • In TNG: "The Offspring" Lal, the android created by Lt. Cmr. Data, also died after experiencing and being overwhelmed by love.

Video and DVD releases[]

Links and references[]


Also starring[]

Guest stars[]

Uncredited co-stars[]

Stunt doubles[]


3834 BC; 1st millennium BC; 1334; 20th century; 2169; 2239; ability; Abramson; accident; aging; agony; Alpha Centauri system; Akharin; alcohol; Alexander the Great; analysis; android; Angel Playing the Violin; Angel with Lute; antidote; antitoxin; area; arts; attention; barbarian; barbarism; battle; BC; bearing; betrayal; beauty; benefactor; benevolence; billiards (aka billiard game); billion; biological renewal; blood; blood cell; body function; "Bones"; bookworm; Brack; Brahms, Johannes; brain wave; brush; bubonic plague; bully; butler; canvas; Centauri VII; century; chance; chess; chess master; childhood; choice; community; computer banks; computer search (aka computer check); Constantinople; contact; conversation (aka talk); coordinates; course; Creation Lithographs, The; cruelty; dance (dancer); Dance in Tehuantepec; danger; da Vinci, Leonardo; day; death; deposit; desert; dinner; disaster; door; dust; Earth; ecstasy; emotion; enemy; envy; epidemic; error; eternal triangle; Europe; experiment; failure; fake; family; father; Federation; Federation legal banks; feeling; field density; financier; First Folio; Flint; Flint's house; Flint's shuttle; Flint's wives; flower; fool; "for one thing"; "for the moment"; fragrance; Galilei, Galileo; gardener; gratitude; gravity phenomena; green; greeting; guardian; Gutenberg Bible; guest; hand; happiness; hawk; head; heart; "heaven forbid"; history; Holberg 917G (moons); home; hope; host; hour; household; housekeeper; Human; Human condition; illness; illusion; immortality; individual; infant; ink; inoculation; instruction; invasion; "in order to"; instant tissue regeneration; intellect; irillium; jealousy; Kapec's parents; kilometer; knowledge; laboratory; laugh; Lazarus; legal ward; lifeform; lifelessness; life span; logic; loneliness; longevity; love; love triangle; M-4; manuscript; Marcus II; marriage; masterpiece; medical computer; Melozzo da Forlí; mentor; mercy; Merlin; Mesopotamia; Methuselah; Milky Way Galaxy; mind meld; misery; mission; Moses; name; nettle; night; "no doubt"; "of course"; Omega system; opportunity; ownership; oxcart; painting; parts per thousand; phaser; physical strength; piano; pigment; plague ship; pleasure; Pollack, Reginald; privacy; product; property; prospecting; protection; quality; quantity; rat; Rayna 14; Rayna 15; Rayna 16; recluse; record; region; Renaissance; result; retreat (location); Rigelian fever; Rigelian fever victims; Rivera, Diego; robot; room; rule; ryetalyn; Saurian brandy; savagery; sea; sciences; screens; search; secret; sensor; sewer; Shakespeare, William; skeleton crew; sleeping; Socrates; soldier; Solomon; speed; spirit; "stand by"; Starfleet Command; stasis; Sten; street; student; sub-dimensional physics; summer; Taranullus; taste; teacher; test of power; thing; thirst; thought; thousand; threat; time factor; toast; trespassing; trick; tricorder; "under the wire"; ugliness; universe; university degree; vice; victim; victory; Vulcan; waltz; wealth; weapon; wish; work; year

Unreferenced material[]


External links[]

Previous episode produced:
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Star Trek: The Original Series
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Previous remastered episode aired:
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TOS Remastered Next remastered episode aired:
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