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Kirk's efforts to obtain a vital mineral are complicated by terrorists striking at the beautiful cloud city Stratos and its virulent apartheid policies.



The USS Enterprise travels toward Ardana, under Federation orders, quickly passing many stars. Ardana is the only known source of zenite, the mineral which they need to end a botanical plague on the planet Merak II.


The Enterprise orbits Ardana

Kirk orders Uhura to send a message to the high advisor of Ardana that they must hurry to the mine entrance. They don't have time to attend the welcoming ceremony.

On the surface, the landing party (Kirk and Spock) materializes on a platform. They look up at the cloud city named Stratos and find the mine entrance vacant. Suddenly, they get lassoed by four Troglytes, who wear dusty jumpsuits, boots, and gloves. The attackers' eyes are covered by silver bands, with narrow eye-slits. Bandanas cover the attackers' hair. Kirk and Spock are captured.

Act One[]

Kirk demands to know why he and Spock have been captured. The woman in the group replies, "interference breeds attack, captain." Mistaking them for Stratos dwellers, Kirk starts to explain the situation, but she argues, so Spock pulls his lasso rope to topple one. Kirk kicks another. Some attackers swing knives. They all wrestle until three more men materialize on the platform. Two guards are wearing sky-blue tunics. The bearded man yells for the fighting to stop, and guards raise weapons and shoot. The weapons hit one of the attackers. The other attackers manage to escape into the mine.

The robed figure introduces himself as Plasus, the High Adviser of the Council, and explains the situation. The Disrupters, a rebel group of Troglytes, have confiscated the zenite in order to force negotiations in their favor. He orders the guards to immediately organize a search party and invites Kirk and Spock to visit Stratos in the meantime.

Kirk, Spock, and Plasus materialize on a balcony in Stratos with steps leading down from it. They are impressed with the city, Spock commenting that Stratos is the "finest example of sustained anti-gravity elevation" he has ever seen. As they descend the stairs, a beautiful woman comes to meet them, Plasus' daughter Droxine. Plasus shows them around and points out the artwork assembled there, though he stops in mid-sentence as his eyes come upon a miner's tool embedded in one of the pieces of art. Plasus invites them to stay in a rest chamber while they wait for the zenite to be found.

When they leave, two sentinels struggle to bring a miner into the presence of Plasus and his daughter on the balcony. The Troglyte was apprehended leaving the city without carrying a transport card. Plasus questions him and it is clear that the man is not answering him truthfully. Plasus commands that the Troglyte be secured to the rostrum, but the Troglyte breaks free from the sentinels, and hurls himself over the balcony instead, falling to his death.

Droxine and Spock

Droxine and Spock

In the luxuriously appointed resting chamber, Kirk is asleep on a bed while Spock reclines on a chair, meditating on the contrasts between the two classes that live on the planet. He hears Droxine and leaves to talk to her about Vulcans, however, they fail to notice a woman that lurks behind some columns nearby and then enters the resting chamber where Kirk is, putting a cavern implement to his neck.

Act Two[]

At the last moment, Kirk grabs her arm and in one swift move, pins her to the bed. He recognizes her as his attacker on the surface and insists that she answer his questions. When Kirk releases her, however, she again grabs the weapon and attempts to attack Kirk but is subdued once again.

Kirk and Vanna

Kirk and Vanna

Kirk's attacker insists that murder was not her intent – she wanted to take Kirk hostage. When Droxine and Spock enter, it is clear that Kirk's attacker, named Vanna, is a servant on Stratos, who mistakenly believes that the Enterprise and her crew have been called there to decisively end the Disrupters' rebellion. Droxine's and Vanna's conversation indicates that the Stratos dwellers view the Troglytes as inferior, both intellectually and physically, and thus undeserving of any privileges. Vanna is taken away by a sentinel and Kirk tries to understand the logic behind the mistreatment of the Troglytes from Droxine. She insists that the system, as it stands, is perfect and can see no reason to change it.

Outside, Vanna's hands are bound behind her back to the rostrum. Droxine and two Sentinels are also present. As some people stroll by casually, Plasus demands to know the names of the other Disrupters. When Vanna denies their existence, he signals for the torture rays. Vanna is unable to look away or even shut her eyes, but does scream, attracting Kirk and Spock. As they arrive, the torture stops and Vanna slumps unconscious. Kirk did not realize torture was involved in obtaining the zenite, and objects. Plasus reiterates it is necessary. After some heated words and threats are exchanged between Kirk and Plasus, he orders the Sentinels to remove Vanna from the torture device and demands Kirk and Spock to return to the Enterprise or risk a diplomatic incident.

After Kirk and Spock beam up, Plasus advises the sentinels to kill Kirk if he ever sets foot on Stratos again.

Act Three[]

Kirk and Spock are back on the bridge of the Enterprise. The crew now has twelve hours remaining to get the zenite to Merak II. Dr. McCoy, who has been studying the Troglytes' environment, reports. It appears that exposure to the gas emanating from unrefined zenite has deleterious effects on the mental function of the Troglytes. This would partly explain their decreased mental capacity. McCoy adds that the effects are fully reversible, regardless of the repeated exposure. Therefore, simply wearing gas mask filters should protect them from the effects of the gas. It is further postulated that since Vanna has passed a considerable amount of time at the city in the clouds, the effects of the gas on her are minimal and she is thus in a position to lead the Troglyte uprising. Seeing that they now may have a bargaining chip to help persuade the Disrupters to give them the desperately needed consignment of zenite, Kirk orders McCoy to acquire as many gas masks as he can.

Kirk, Spock, and McCoy contact Plasus from the transporter room via a video screen to advise him of their findings but his resolve and obvious prejudice keep him from accepting them. Moreover, he accuses Kirk of interfering with the workings of a local government. Plasus abruptly terminates the communication, and the screen goes blank. Kirk orders Spock to beam him to Vanna's confinement cell, against Plasus' stern demand that he not return to Stratos.

Kirk, with gas mask in hand, is transported to the cell, where he tries to persuade Vanna. He promises her that after the zenite has been delivered, he will return to mediate the differences between the Cloud Dwellers and the Troglytes. At first, she too seems unmoved: "Hours can become centuries... and promises can become lies...." But in the end, Kirk seems to have gained her trust, and Vanna agrees to take him directly to the consignment, which is in a mine deep below the surface. A sentinel enters to deliver Vanna's refreshments. Kirk, hiding in a corner, stuns him with his phaser. They appropriate the fallen sentinel's transport pass and leave the cell.

Once they have made it into the subterranean zenite mine, Vanna strikes the mine wall three times with a mortae as a signal, and two other Disrupters, Anka and Midro, appear. But once Vanna has greeted them both, she orders them to subdue Kirk, take his phaser, and toss his communicator out of reach. She does not believe that an invisible and odorless gas has been keeping her people from functioning at the height of their potential. Now she has laid a trap, and has a very valuable hostage. She forces him to mine zenite with his bare hands.

Act Four[]

Vanna sends the two Disrupters away, Anka to transport the gas mask to the Cloud Dwellers' City as a message to the High Adviser, and Midro to alert the other Disrupters of any Enterprise officers who try to rescue Kirk. An argument between her and Midro reveals some disagreement about who makes the decisions. This leaves her alone with Kirk. Having somewhat placated Vanna by getting her to talk, he throws zenite dust at her, which distracts her. He then rushes at her and retrieves his phaser, using it to seal them in. Vanna exclaims that Kirk has cut off their air, but Kirk says he needs to run a demonstration. He finds his communicator and orders Spock to transport Plasus to Kirk's coordinates in the mine, without warning.

Kirk wearing filter mask

Kirk wearing filter mask in the caverns

On Stratos, Plasus is at the moment very close to Droxine (too close to transport without taking her as well), who currently is thinking about Kirk and Spock. They are interrupted by a sentinel who informs them of Vanna's escape with Kirk's help. Droxine points out Kirk is desperate, and Plasus sends her away, not tolerating any defense, but not before she asks her father whether their methods of dealing with the Troglytes are really the only correct recourse. Soon, Plasus finds himself beamed into the mine.

In the mine, Kirk forces both Plasus and Vanna to mine the zenite in order to become exposed to the gas. Plasus eventually refuses and challenges Kirk to a duel with the mining implements. Kirk accepts, and the two rumble on the mine floor. Vanna finally realizes that the gas does have an effect on even Plasus and on Kirk, who are descending into fits of rage. She grabs the communicator, and pleads to the Enterprise for help, to transport them away from this mine, lest the two combatants kill each other. Spock orders it so, and once the three materialize on the transporter platform, Spock has to restrain Kirk and remind him of the effects of the zenite gas. Kirk slowly becomes himself again.

On Stratos, Kirk now has Vanna's trust and receives the consignment of zenite. Furthermore, Vanna makes it clear that with their minds unimpaired by the zenite, her people will be pursuing their political cause with even more vigor and determination. Kirk once again offers his assistance in mediating on behalf of the Troglytes, referring them to the Federation Bureau of Industrialization. Plasus and Kirk again exchange accusations, but Vanna convinces them to drop them both. Spock bids farewell to Droxine; she states that she will leave Stratos and go to the mines on the surface below.

Memorable quotes[]

"I have never before met a Vulcan, sir."
"Nor I a work of art, madam."

- Droxine and Spock, on their first encounter

"This troubled planet is a place of the most violent contrasts. Those who receive the rewards are totally separated from those who shoulder the burdens. It is not a wise leadership."

- Spock, meditating on Stratos

"You sleep lightly, captain."
"Yes. Duty is a good teacher."

- Vanna and Kirk, after he disarms her

"At that time, the mating drive outweighs all other motivations."
"And is there nothing that can disturb that cycle, Mr. Spock?"
"Extreme feminine beauty is always disturbing, madam."

- Spock and Droxine, on Vulcan mating habits

"If Captain Kirk appears again – kill him."

- Plasus

"Violence in reality is quite different from theory, is it not, madam?"
"But what else can they understand, Mr. Spock?"
"All the little things you and I understand and expect from life, such as equality, kindness, justice."

- Spock and Droxine, responding to Vanna's torture

"It's hard to believe something which is neither seen nor felt can do so much harm."
"That's true. But an idea can't be seen or felt. That's what's kept the Troglytes in the mines all these centuries, a mistaken idea."

- Vanna and Kirk, in her cell

"Hours can be centuries, just as words can be lies."

- Vanna, to Kirk

"But soon the atmosphere will go. We'll die!"
"Die from something that can't be seen? You astound me, Vanna."

- Vanna and Kirk, as he creates a cave-in

"Father, are we so sure of our methods that we never question what we do?"

- Droxine, to Plasus

"I am high advisor of all the planet! I will take no more orders!!"

- Plasus


- Captain Kirk, under the effect of zenite gas

Log entries[]

Background information[]

Story and production[]

"It was intended as a parable between the haves and the have-nots, the haves being the elite who are removed from the realities of everyday life – they live in their floating sky cities. The have-nots were called "Mannies" (for Manual Laborers) and were forced to live on the surface of the planet where the air was denser, pressure was high, and noxious gases made the conditions generally unlivable. The Mannies torn between two leaders, one a militant, and one a Martin Luther King figure. (Mind you, this was in 1968, shortly after King was assassinated, and just before the assassination of Robert F. Kennedy.)
In my original version, Kirk, Spock, McCoy and Uhura were captured by the Mannies when their shuttlecraft was shot down by a missile. (The Enterprise desperately needed dilithium crystals. This planet was one of the Federation's biggest suppliers, and Kirk's concern was to restore the flow of crystals. He didn't care who worked the mines, just that the supply was not interrupted. The shuttlecraft was necessary because I felt that the crystals might be too dense for the transporter.) In the process of the story, Kirk realizes that unless living conditions for the Mannies are improved, the situation can never be stabilized.
Because Uhura has been injured in the shuttlecraft crash, McCoy starts treating her in a Mannie hospital. But he is so appalled at the condition of the other patients there, especially the children suffering from high-pressure disease, that he begins treating them as well. Meanwhile, Kirk and Spock have convinced their captors to let them go up to the sky city and try to negotiate a settlement to the local crisis.
The story focused primarily on the lack of communication between the skymen and the Mannies. Kirk's resolution of the problem was to force the two sides into negotiation. He opened the channels of communication with a phaser in his hand. "You –sit there! You –sit there! Now, talk!" And that's all he does. He doesn't solve the problem himself, he merely provides the tools whereby the combatants can seek their own solutions, a far more moral procedure.
In the end, as the Enterprise breaks orbit, Kirk remarks on this, as if inaugurating the problem-solving procedure is the same as solving the problem. He pats himself on the back and says, "We've got them talking. It's just a matter of time until they find the right direction." And McCoy who is standing right next to him, looks at him and says, "Yes, but how many children will die in the meantime?"
This answer was not a facile one; the viewer was meant to be left as uneasy as Kirk.
– But in the telecast version, the whole problem was caused by Zenite gas in the mines, and "if we can just get them troglytes to all wear gas masks, then they'll be happy little darkies and they'll pick all the cotton we need..."
Somehow, I think it lost something in the translation."
  • Producer Fred Freiberger assigned Oliver Crawford (who previously penned "The Galileo Seven" and "Let That Be Your Last Battlefield") to co-write the episode with Gerrold, because he didn't trust the young writer (Gerrold described himself as "being twenty-three, looking like twelve" at the time) having enough experience. Eventually, Crawford and Gerrold were taken off the project by Freiberger, and Margaret Armen was assigned to develop the story into a workable script (this time titled "Revolt"). Armen was Freiberger's potential choice to be the next story editor for the series, and this assignment was intended to be her "try-out" (much like D.C. Fontana was "tried out" by rewriting Jerry Sohl's "This Side of Paradise" script). Since the series was cancelled, Armen was never appointed story editor. (These Are the Voyages: TOS Season Three, pp. 525-530)
  • Allan Asherman suggests that this episode was partially based on Fritz Lang's 1927 science fiction classic, Metropolis, which features the ruling class living in huge skyscrapers, and the downtrodden workers in underground caverns. In the movie's climax the workers finally revolt against their masters. (The Star Trek Compendium)
  • A line of dialogue forgotten in the filming of this episode was dubbed in later by Shatner, but Kirk's mouth is not even moving as he says, "Who are you? What is the meaning of this attack?" Some recent telecasts have cut that line. [1]
  • It is most unusual that Spock would discuss the Vulcan mating ritual so casually with a stranger Droxine; in "Amok Time", he tells Kirk that such ceremonies are not fit for discussion with outworlders. Similarly, his observation that "we [Vulcans] do pride ourselves on our logic" is uncharacteristic, given that pride is a Human conceit—as Amanda Grayson points out to Sarek in "Journey to Babel".
  • This episode contains a unique sequence with Spock giving an internal monologue which contained clips recapping the events up to that point.[2] This was a frequently used device by producer Fred Freiberger, in cases when he thought the audience might not follow the story when only supported by the images, but needed additional information to understand the going-ons. In "The Paradise Syndrome", Freiberger added internal thoughts "spoken" by Captain Kirk while enjoying his new life with Miramanee, and in "The Lights of Zetar", he added an extra captain's log entry to the beginning of the episode concerning the romance of Scotty and Mira Romaine. Neither of these were originally scripted, but added in post-production. (These Are the Voyages: TOS Season Three)
  • Star Trek: Enterprise Executive Producer Manny Coto has mentioned on several occasions that if the series had gone on to a fifth season, they would have done a prequel episode to "The Cloud Minders" which would have featured the city of Stratos. [3](X)


  • Vanna wears three different outfits throughout the episode; her mining garb (with face mask) when attacking Kirk and Spock, then later again (without the mask) when accepting the filter masks; a long, elegant purple gown to infiltrate Stratos and attack Kirk, and finally, a short white shift with symbols on the collar.
  • In the scene after Vanna is subdued by Kirk in the Rest Chamber, some of the braid on Kirk's cuff is missing.
  • Spock says that a Vulcan‘s hearing is more sensitive than a Humans. However in VOY “Innocence”, Tuvok states that Vulcans do not have better hearing that anyone else.

Props and special effects[]

Stratos, design sketch

Jefferies sketch of Stratos

  • Stratos was designed by Matt Jefferies, who drew a "rough sketch", without ever drawing a final sketch. The city itself was created from green foam, white glue, hacksaw blades, and Xacto knives. The production designers then chopped up the foam and glued it together and put the final shapes on it, finished it off by wrapping the bottom with cotton, and hung it from the ceiling. (TOS Season 2 DVD special features)
  • According to John Dwyer, the metal artwork that appeared in the corridors throughout the city was metal furniture, tables, etc. that he had rented from "a guy up in Topanga Canyon," minus the glass tops. (TOS Season 2 DVD special features)
Ardana surface

Surface of Ardana

  • The image of the planet river, seen from the Cloud City balcony, is the Hadramawt Plateau dry river basin in southern Yemen, taken by astronauts on the Gemini IV orbital mission in 1965. [4] For the remastered effect, the distant mountains on the horizon are based on a different photo taken by astronauts on the International Space Station. [5]
  • The weapon used by the Stratos guards is a re-use of the Scalosian weapon from "Wink of an Eye"
  • The bed Kirk sleeps on was last seen as the couch from "The Empath" and, earlier, as the Eymorg's table in "Spock's Brain".
  • The miners' goggles would later reappear in Star Trek II: The Wrath of Khan, in which they are worn by Khan when he meets Chekov on Ceti Alpha V.


Production timeline[]

Video and DVD releases[]

Links and references[]


Also starring[]


Guest star[]



Uncredited co-stars[]

Stunt doubles[]


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External links[]

Previous episode produced:
"The Lights of Zetar"
Star Trek: The Original Series
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Next episode produced:
"The Way to Eden"
Previous episode aired:
"The Way to Eden"
Next episode aired:
"The Savage Curtain"
Previous remastered episode aired:
"The Savage Curtain"
TOS Remastered Next remastered episode aired:
"Spectre of the Gun"