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When a group of Ferengi present Captain Picard with the derelict remains of his old starship, he begins to lose himself in the past.



"Captain's log, Stardate 41723.9. In response to a Starfleet order, we are in the Xendi Sabu star system having rendezvoused with a Ferengi vessel which has requested a meeting. Although we arrived here and made appropriate signals to the Ferengi three days ago they have so far responded only with the message, "Stand by, Enterprise.""

Picard suffering from a painful headache

In response to an order from Starfleet, the USS Enterprise-D has been sent to the Xendi Sabu system to rendezvous with a Ferengi Alliance vessel. For three days there has been no message from the Ferengi except for "Stand by, Enterprise."

Dr. Crusher comes to see Captain Picard in his quarters, where he complains of feeling fatigued and having a terrible headache. Crusher is so surprised at his suggested diagnosis of a headache she says "A what?" and an annoyed Picard repeats his diagnosis. Crusher assures Picard she knows what a headache is but says that she doesn't encounter them often. She examines him and can find nothing wrong but tells him to come to sickbay all the same. He begins to refuse when she orders him to go and says "You've got an order to report to sickbay from the only person aboard this ship who can give you an order." Just then the Ferengi hail the Enterprise. Picard returns to the bridge and talks with the Ferengi captain, DaiMon Bok, over the Enterprise's viewscreen. Bok claims to know Picard, but Picard doesn't recognize Bok at all. He wants to meet Picard in person, so despite being wary of his intentions, Picard agrees to meet him aboard the Enterprise.

Act One

Picard goes to sickbay where Crusher examines him again. He feels like she's running a lot of tests for something as simple as a headache. Dr. Crusher scoffs "As simple? ... It may be true that headaches were once quite common. That was in the days before the brain was charted, before we understood the nature of pain. When we were suffering from things such as the common cold." But even with all the tests, she fails to find any medical reason for his headaches. She gives him a painkiller for the time being and asks for him to come back for more tests when the Ferengi matter is settled. He returns to the bridge, where Wesley Crusher arrives and tells Geordi La Forge that when he was boosting the range of the long-range sensors, he detected a starship approaching. Then La Forge detects it as well. It's an unidentified Constellation-class starship, which is neither responding to hails nor sending out call letters.

The three Ferengi

The time arrives for the Ferengi to beam over, and three of them materialize on the bridge in front of the viewscreen: Bok and two of his officers, Kazago and Rata. Bok tells Picard that the starship is under their control and is a gift to honor the "hero of Maxia," Captain Picard. Data realizes they are referring to an incident that took place nine years prior while Picard commanded the USS Stargazer. Traveling through the Maxia Zeta system, they were attacked by an unknown vessel, which Picard was forced to destroy. Bok is momentarily enraged to discover that Picard had no knowledge of exactly what vessel he destroyed and reveals that it belonged to the Ferengi. Picard is then hit by another severe headache, before ordering La Forge to zoom in on the approaching starship. It's the Stargazer, which the Ferengi found adrift, and are now giving to Picard. Bok says "it's a gift, free of charge," which his subordinates don't like.

Act Two

"Captain's log, supplemental. Bok and his officers have returned to their vessel inviting us now to officially take possession of the Stargazer."

Picard is back in sickbay describing his new symptoms to Dr. Crusher and Counselor Troi. He says his new headache hit with more impact. Counselor Troi states that she felt something too and describes it as a thought but more mechanical in nature. Picard thinks she was picking up on his thoughts because at the moment in question he was thinking about being at the helm of the Stargazer. As he is describing his thoughts about the incident on the Stargazer he begins to experience physical sensations like being able to smell the smoke from the fire on the bridge in his memories.

Later in the observation lounge, Picard tells the crew about the battle. They had been traveling at warp 2 through the Maxia Zeta system when they were fired upon by an unidentified starship, damaging their shields. In the confusion, the Stargazer was hit again. Suddenly, Picard asks the Stargazer's weapons officer, Vigo, to identify the attacking ship. This surprises the Enterprise crew, and Picard then realizes what he's said. Riker reminds Picard where he left off and he continues with the story, saying he ordered a sensor bearing on the enemy vessel as it came around for another pass. He then performed what is now known as the Picard Maneuver: he ordered a jump to high warp, making it appear to the Ferengi for a second that the Stargazer was in two places at once. The Ferengi vessel fired at the Stargazer's former position while the actual ship pulled out of warp right next to it. He was then able to destroy the Ferengi vessel, but was forced to abandon ship and he and his crew drifted around space in shuttlecraft for weeks until they were picked up.

Data inspects the ship

Data, Natasha Yar, Worf, and La Forge beam over to inspect the Stargazer. La Forge gets the emergency power going, and as everything looks all right, Picard then beams over. He affectionately acknowledges his old ship ("Hello, old friend"), then goes to look at his old cabin, and is going through his things when he suddenly gets another headache. He grabs his head and falls back in agony. Among his things in an old chest, a pink sphere glows. Bok is controlling it aboard the Ferengi vessel. Dr. Crusher passes by and sees Picard in pain. She brings him back to the Enterprise, telling him that his belongings will be beamed over later.

"Would you care to hear it, sir? Sir?"

The Enterprise tractors the Stargazer. Data tells Picard that Starfleet is sending a tug to bring it to Xendi Starbase 9, before Picard goes to his quarters for a rest. When he starts to dream, he dreams about the battle. Meanwhile in the ready room, Data shows Commander Riker a personal log that Picard supposedly recorded, claiming that he attacked the Ferengi vessel without provocation and that the Ferengi ship was under a flag of truce.

Act Three

Bok uses the thought maker

When Riker shows Picard the log in the captain's quarters, Picard denies making the entry, but tells him he has to report his findings to Starfleet. Then Picard's headache returns. Riker heads to the Enterprise's bridge and enters Picard's ready room. He walks over to Picard's desk and uses his desktop monitor to contact Kazago, Bok's first officer. After they both secure their respective channels, Riker asks Kazago if he finds it odd that Bok is returning the Stargazer to Starfleet. Kazago reacts incredulously to this, telling Riker that they gave Starfleet the Stargazer back free of charge and they "repay" the Ferengi by accusing them of a crime. He angrily closes the channel.

Picard is in his quarters when Crusher arrives. He tells her the headache is worsening, and he is worrying about the battle and whether he did the right thing nine years ago but is uncertain. Crusher gives him a sedative and puts him to bed. He starts to dream about the battle again and relives it, seeing the crew and the bridge. Bok laughs aboard his own ship as he manipulates a matching sphere to the one in Picard's chest.

Act Four

Picard on the bridge of the Stargazer

In Picard's ready room, Data is informing Riker that the log is a forgery, when Picard enters. Crusher follows soon after and is surprised to see the captain up and about. He dismisses everyone except Riker, whom he tells to disengage the tractor beam. In sickbay, Dr. Crusher is discussing the headaches with Troi when Wesley enters. He tells her that he noticed the captain's brain patterns were exactly the same as low intensity transmissions detected coming from the Ferengi ship.

They report this to Riker, who checks on Picard's location and finds out he has left the Enterprise and beamed onto the Stargazer. Aboard the Stargazer, Bok meets Picard and raises the ship's shields. He is carrying his pink sphere and tells Picard that the ship the Stargazer destroyed was his son's first command as a DaiMon. Bok has spent years devising a suitable revenge and bought the two spheres with his life savings. He leaves the sphere on the bridge and beams back onto his own vessel, leaving Picard to relive the battle.

Act Five




Aboard the Enterprise, the sphere in Picard's quarters has been found, and as the Stargazer turns to attack them, Riker realizes that the sphere is being used to influence the captain's thoughts. He hails Kazago, who recognizes the sphere as a "thought maker," a device that is forbidden. Then Captain Picard comes on the viewscreen.

Riker realizes that he is going to use the Picard Maneuver, so he orders Data to come up with a suitable defense. Then Kazago hails and tells Riker that Bok has been removed from command for his part in this "unprofitable venture". Data comes up with a defense which involves detecting the correct ship by noting the compression of gas in space and then immobilizing the Stargazer with the tractor beam. The defense works, and Riker hails Picard. He manages to convince Picard to destroy the sphere with his phaser, at which point Picard returns to normal. He then beams over to the Enterprise, leaving the dead to rest in peace and letting the past remain the past.

Log entries

Memorable quotes

"Let the dead rest and the past remain the past."

- Picard

"I can't believe they're coming here!"

- Worf, on the Ferengi's upcoming visit to the Enterprise

"As you hew-mons say, 'I'm all ears'."

- Kazago, conferring with Riker

"Yes! Who the hell is it?!"

- Picard, hearing the doorbell in his quarters while suffering from a massive headache

"Not now, Kazago!"

- Riker

"You transferred some of his belongings from the Stargazer?"
"Yes... including a fairly heavy chest!"

- Tasha Yar and Worf

"Captain, he may refer to an encounter which occurred nine years ago in the Maxia Zeta star system, in which an unidentified starship..."
"UNIDENTIFIED?! That fine vessel was Ferengi!"
"Which... you destroyed, sir."

- Data and Bok, summarizing the Battle of Maxia

"The [Stargazer's] logs will be downloaded into the Enterprise's records...
" a pri–..."
"No price?"

- Bok, Rata, and Kazago

"With the enemy vessel coming in for the kill, I... ordered a sensor bearing, and when it came into the return arc..."
"You performed what Starfleet textbooks now refer to as the 'Picard Maneuver'..."
"Well, I did what any... good helmsman would've done – I dropped into high warp, stopped right off the enemy vessel's bow, and... fired with everything I had."
"And blowing into maximum warp speed, you appeared, for an instant, to be in two places at once!"
"And our attacker fired on the wrong one!"

- Picard (with help from Data and Riker), explaining the tactical stratagem that bears his name

"Hello, old friend."

- Picard, after beaming onto the Stargazer's bridge

"You're welcome, ladies. Adults..."

- Wesley Crusher, after informing his mother and Troi the cause of Picard's frequent headaches

"This is a confession, given by me, Jean-Luc Picard, commanding USS Stargazer, in the hopes that my... belated honesty will be taken into account by Starfleet when judging my actions during a confrontation with an unidentified vessel. I admit, I must have mistaken their subspace antenna for a weapons cluster – unfortunately, I fired our main phasers, and the... direct hits destroyed the unknown vessel."

- Picard's final Stargazer log, as faked by Bok

"What is wrong with me?!"
"I wish to Hell I knew, Captain, but something unusual has definitely been happening to you!"
"Why do doctors always say the obvious, as though it's a revelation?"
"Why do captains always act like they're immortal?"

- Picard and Dr. Crusher

"I hope you're right, Mr. Data."
"No question of it, sir."

- Riker and Data, regarding Data's Picard Maneuver countermeasure

"Where is Bok?!?!"
"Removed from command, sir, and placed under guard for his act of personal vengeance – seems there was no... profit in it."
"In revenge, there never is."

- Picard, freed from the thought maker, and Riker

Background information

Production history


  • A blooper from this episode exists on a gag reel included with the Blu-Ray season 1 disc set. On it, Brent Spiner, as Data, walks through the Stargazer bridge and upon seeing the dedication plaque, reads it using an imitation of Jimmy Stewart's voice and then saying "For God's sake Mary, they built this thing in Bedford Falls!" (Star Trek: The Next Generation Companion (? ed., p. ?))
  • Director Rob Bowman on filming the scenes aboard the Stargazer, "It was just Patrick [Stewart] on stage, and when I shot first unit, I put a little compass, a degree meter, on the camera and got vertical, horizontal and lateral degrees, height of the camera. lens and so on. [Special FX supervisor] Rob Legato then would go back and do matching shots of the people in the chairs, over-expose them, put a number five fog filter on and transparent them about 50% on the screen so that they looked like ghosts. That was all done in post-production. It was kind of hairy, and as far as I know, I was the first person to use Steadicam on the show, which was fun. I try to use the Steadicam when I go on to other spaceships, just to give them a different feel from the Enterprise, that sense of uneasiness. But, working with Patrick was a real thrill." ("Rob Bowman - Director of a Dozen", The Official Star Trek: The Next Generation Magazine issue 10, p. 16)

Cast and characters

Sets, props, and costumes

  • The bridge of the Stargazer is a redress of the Enterprise-D's battle bridge from "Encounter at Farpoint" (which in turn, was a redress of the movie Enterprise bridge). For this occasion, the TNG-era chairs and conn/ops stations were replaced with Kirk's command chair and the combined navigation/helm station last seen in Star Trek IV: The Voyage Home. The turbolift interior from the first three Star Trek films also appears, although curiously several crewmembers are seen leaving through the side of the turbolift rather than using the car in its established capacity; within the context of the storyline, it is logical to infer that this is due to battle damage rendering the system inoperable, and the crew having to bypass it to access the turboshaft (as was later seen in "Disaster").
  • The headrest on the navigator's chair aboard the Stargazer changes position three times: when Data and Tasha first enter the bridge, it is inserted upside down into the body of the chair; when Picard beams over during his confrontation with Bok, it is now inserted in the proper orientation; and when Picard orders Vigo to get a fire control party, the headrest is completely gone.
  • Picard's quarters, with the characteristic starbase painting, bookshelves and the sextant, are first seen in this episode.
  • This episode marks the first time Wesley wears his rainbow-striped shirt, a costume he wears in every scene in which he appears for the rest of the season.



  • The USS Stargazer had the warp effect from the TOS-era movies, instead of the warp effect used from TNG onward.
  • The feud between Jean-Luc Picard and Bok was revisited and finally resolved in the seventh season episode "Bloodlines".
  • The Stargazer was originally a Constitution-class starship and would have reused the refit USS Enterprise model from the first four Star Trek films. However, it was decided after the episode was filmed to change it from a "Constitution-class" starship to the similar sounding "Constellation-class" cruiser. This was so that when LeVar Burton dubbed over the line, the new dialogue would closely match his lip movements on screen. Wesley Crusher says the ship class when making his announcement on the bridge; his lips also appear to say "Constitution". Data also mentions the ship's class by name when reading from the dedication plaque, but his back is turned to the camera; when he says "Constellation" the closed captions say "Constitution." (Star Trek: The Next Generation Companion (? ed., p. ?)) This can also be confirmed as Picard's Constellation-class starship model in his ready room changes to a silver Constitution-class starship model in this episode and the following episode "Hide and Q".
  • In this episode Dr. Crusher says "It may be true that headaches were once quite common. That was in the days before the brain was charted, before we understood the nature of pain. When we were suffering from things such as the common cold." This indicates that headaches and the common cold are a thing of the past. Wesley Crusher also mentions the common cold and refers to it as a "disease my mom says people used to get" in the episode "Datalore".
  • The Xendi Sabu system could have been named after the species who evolved there or after who colonized there. The Xendi Sabu system is reported as "inhabited", but it is never said who inhabits the system or what the species of the inhabitants is called.


  • A mission report for this episode by Patrick Daniel O'Neill was published in The Official Star Trek: The Next Generation Magazine issue 4, pp. 15-17.
  • In his online reviews of the TNG episodes, Wil Wheaton states that this is the episode in which Wesley went from, in Wheaton's own words, "mildly annoying to vehemently-hated character," talking about how having Wesley figure out the problem and the solution before the senior staff could was "perhaps the worst way to help the audience accept that this kid (Wesley) is going to be part of the main crew." Wheaton also remarked that the scene in sickbay where Wesley tells Dr. Crusher and Troi that he "glanced" at the scans while Dr. Crusher was researching them and, quote: " that brief moment, magically divined exactly what the rest of the professionally-trained crew – including the hypersmart robot – hadn't noticed: the patterns in Picard's scan are identical to the low-intensity transmissions picked up from the Ferengi ship. Wesley cements his relationship with Trekkies by muttering, "You're welcome, ladies... heh. Adults." after they leave the room. Oh, that's pure genius writing there, guys; that's not going to alienate a single fan. Bravo." Aside from that (and feeling the episode was derivative of Star Trek II: The Wrath of Khan) however, Wheaton deemed the episode to be solid overall, in large part due to Rob Bowman's direction, and the performances of Patrick Stewart and Frank Corsentino. [3]


  • The novel The Buried Age establishes that the course Picard set for the Stargazer was to have taken the ship into the atmosphere of the gas giant Maxie Zeta V, thereby destroying the ship. However, after the crew escaped in the ship's shuttlecraft, the Stargazer somehow bounced off the planet's atmosphere and was drifting near the planet when Bok arrived in the area, took possession of the Stargazer, and began plotting his revenge. It also establishes Bok's son was named Flax, and the ship he commanded was known as the Seventy-Fifth Rule (referring to the 75th Rule of Acquisition: "Home is where the heart is, but the stars are made of latinum"). The Seventy-Fifth Rule was conducting a survey of the Maxia Zeta system, discovering a massive wealth of dilithium and other precious metals before the Stargazer arrived in the system on its own survey mission. Believing the Federation to be insane due to its moneyless economy, Flax ambushed the Stargazer, leading to his death in the "Battle of Maxia".

Video and DVD releases

Links and references


Also starring

Guest stars


Uncredited co-stars

Stunt double



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Other references

Unreferenced materials

Crusher, Jack; museum; Picard's father

External links

Previous episode:
Star Trek: The Next Generation
Season 1
Next episode:
"Hide and Q"