Screenplay by
                          Rick Berman, Ronald D. Moore, Brannon Braga


                                                                        FINAL DRAFT

                                                                     March 16, 1994





                   FADE IN:

               1   EXT. SPACE (VFX-I)                                             1

                   A vast and sparkling starfield. A pinpoint of LIGHT 
                   appears and starts moving toward the camera... a small 
                   and distant cylindrical object tumbling end over end, 
                   but we can't determine exactly what it is yet...

               2   EXT. WHEATFIELD - DAY                                          2

                   A vast and undulating sea of wheat. We become aware 
                   that there are two HEADS sticking out of the stalks of 
                   wheat: two men are standing and looking up at the 
                   sky. As we move towards them,  we begin to hear their
                   conversation...and we can see that the two men are 
                   SCOTTY and CHEKOV, dressed in civilian clothing.

                                           CHEKOV
                                     (points to sky)
                             There he is -- there, to the 
                             South!

                                           SCOTTY
                                     (peers upward)
                             What are ye, blind? That's a 
                             bird.

                   As they stare up at the sky...

               3   EXT. SPACE (VFX-I)                                             3

                   The cylinder tumbling through space is now closer, and 
                   we can now see that it is a BOTTLE of some sort, and it 
                   is tumbling directly toward the camera...

               4   EXT. WHEATFIELD- DAY                                           4

                   As before, Chekov and Scotty staring at the sky.

                                           SCOTTY
                                     (concerned)
                             Repelling the Crystalline 
                             Trench... rafting down lava 
                             flows... orbital skydiving. it's 
                             like the man is running a bloody 
                             decathlon across the galaxy.

                   Suddenly we hear a double SONIC BOOM.

                                           CHEKOV
                                     (re: sound)
                             That should be him now. I think 
                             he's just crossed the sound 
                             barrier.

                   They shield their eyes against the sun and look up.

               5   EXT. SPACE (VFX-I)                                             5

                   The bottle gets CLOSER...

               6   EXT. WHEATFIELD - DAY                                          6

                   A man in a high-tech body harness and parachute LANDS 
                   in the wheat flat on his back. His body-suit is 
                   charred, scorched, wisps of smoke still curling off of
                   it. There are small thrusters attached to his backpack 
                   and boots. Scotty and Chekov move to him. The man 
                   removes his helmet. Revealing that it is KIRK. He 
                   smiles broadly, like a child who has just come off a
                   roller-coaster.

                                           KIRK
                             Right on target! I jump out over 
                             the Arabian Peninsula... and I end 
                             up here, right on the dime.

                   Kirk gets to his feet.

                                           CHEKOV
                             Actually, Captain, your precise 
                             target area was thirty-five 
                             meters...
                                     (points)
                             That way.
 
                                           KIRK
                             Thanks for pointing that out.

                   Kirk starts to pull off his suit, reacts to a sudden 
                   pain in his back.

                                           KIRK
                             Oh...

                                           SCOTTY
                             I've warned ye about that back of 
                             yours. You should have a doctor 
                             take a look at it.

                   Kirk waves him away, and continues to remove his 
                   harness.

              6A   EXT. SPACE (VFX-I)                                            6A

                   The tumbling bottle rushes past, and we can now see 
                   that it is a CHAMPAGNE BOTTLE - Dom Perignon, 2265. 
                   Follow the bottle as it tumbles through space...

              6B   EXT. WHEATFIELD - DAY                                         6B
 
                   Kirk, Scotty and Chekov as before.

                                           KIRK
                             Tomorrow I want to make a tri-
                             elliptical jump. That's where you 
                             jump out over Northern China, and 
                             make three complete orbits before 
                             you start re-entry...

                                           CHEKOV
                             Captain. Perhaps you have 
                             forgotten that tomorrow is the 
                             christening ceremony.

                   This strikes a nerve with Kirk -- we see a flash of
                   hesitation and irritation cross his face.

                                           KIRK
                             I'm not going.
                                     (beat) 
                             Scotty, help me with this chute.

                                           SCOTTY
                             What do you mean, you're not 
                             going? We promised.

                                           KIRK
                             When I retired, I swore I'd never 
                             set foot on a starship again, and 
                             I meant it.

                                           CHEKOV
                             Captain...

                                           KIRK
                                     (firm)
                             I don't want to hear anymore about 
                             it. I'm not going, and that's 
                             final.

               7   EXT. SPACE (VFX-I)                                             7

                   The champagne bottle SMASHES onto the bow of a 
                   Federation starship(Excelsior class) sitting in its 
                   dock in orbit around Earth.

              7A   EXT. SPACE (VFX-I)                                            7A

                   FOLLOW the shards of glass from the bottle as they 
                   spread over the ship...revealing the name on the hull: 
                   U.S.S. ENTERPRISE NCC-1701-B.

               8   ANGLE ON SPACEDOCK WINDOW                                      8

                   A large picture window overlooking the starship in its 
                   berth. The window is filled with people in Starfleet 
                   uniforms, applauding the christening of the ship (but 
                   we hear nothing).

              8A   INT. SPACEDOCK OBSERVATION ROOM (VFX-I)                       8A
         
                   The people are still applauding and we can see that 
                   they are looking out over the ship in its berth.

              8B   EXT. SPACE - ENTERPRISE-B IN SPACEDOCK (VFX-I)                8B

                   The great ship sits in spacedock.

               9   INT. ENTERPRISE-B - BRIDGE                                     9

                   CLOSE ON A SET OF TURBOLIFT DOORS as they slide open to 
                   reveal Kirk, Scotty and Chekov. A bright light shines 
                   into their faces and they react. MOVE TO REVEAL -
                   that the bright light is coming from a futuristic
                   CAMERA with a small bank of lights attached to it. The 
                   camera is a holographic recorder with two lenses and is 
                   worn on an operator's head. There are four JOURNALISTS 
                   clustered in front of the Turbolift -- one associated 
                   with the camera, the others using PADDS to make 
                   notations.

                   Also clustered around the door are the BRIDGE CREW of 
                   the Enterprise-B. Everyone is APPLAUDING as Kirk and 
                   the others blink under the bright lights and ENTER the
                   Bridge.

                                           JOURNALISTS
                                     (overlapping)
                             Captain Kirk, how does it feel 
                             to be back on the Enterprise 
                             Bridge... Captain, can I have a 
                             Minute... Captain Scott, do you 
                             have any comment on... Commander
                             Chekov... etc.

                   CAPTAIN JOHN HARRIMAN pushes through the crowd.

                                           HARRIMAN
                             Excuse me, excuse me...there will 
                             be plenty of time for questions
                             later...

                   The journalists edge away, and the cameraman moves to 
                   get a good angle.

                                           HARRIMAN
                                     (continuing, to all)
                             I'm Captain John Harriman. I'd 
                             like to welcome you all aboard.

                                           KIRK
                             It's our pleasure.

                   Harriman is young, confident, eager -- this is his 
                   first command and he takes it very seriously.

                                           HARRIMAN
                             I just want you to know how 
                             excited we all are to have a group 
                             of living legends with us on our 
                             maiden voyage. 
                                     (beat) 
                             I remember reading about your 
                             missions when I was in grade 
                             school.

                   The original Enterprise officers all stop and give him 
                   a look. Harriman looks a little embarrassed -- he 
                   didn't mean to insult them. But Kirk gives him a
                   little smile, lets it roll off. 
  
                                           KIRK
                             Well... may we have a look around?

                                           HARRIMAN
                             Please... please.

                   Chekov sees someone in the background, calls out to 
                   her.

                                           CHEKOV
                             Demora!

                   Chekov moves off.

                                           JOURNALIST
                                     (breezy)
                             So, Captain... this is the first 
                             Starship Enterprise in thirty 
                             years without James T. Kirk in 
                             command. How do you feel about 
                             that?

                   The Journalist has unknowingly touched a nerve. Kirk's 
                   eyes flash for a moment -- the longer he's on this 
                   Bridge, the more he realizes he doesn't feel good about 
                   it at all. He tries to shrug it off with a smile.
  
                                           KIRK
                             Just fine. I'm glad to be here to 
                             send her on her way...

                   He tries to move away from the Journalist, who dogs 
                   him.

                                           JOURNALIST
                             What have you been doing since you 
                             retired?

                                           KIRK
                             I've been... keeping busy.

                   At this point, Chekov approaches with a young, (mid-
                   twenties) attractive, Asian female Ensign named DEMORA.

                                           CHEKOV
                                     (to Kirk)
                             Excuse me, Captain. I'd like you 
                             to meet the Helmsman of the
                             Enterprise-B. Ensign Demora Sulu --
                             Captain James Kirk.

                                           DEMORA
                             It's a pleasure to meet you, sir. 
                             My father's told me some...
                             interesting stories about you.

                   Kirk is shocked. For a long moment, he stares at her 
                   in amazement.

                                           KIRK
                             Your father... Hikaru Sulu is your 
                             father?

                                           DEMORA
                             Yes, sir.

                                           CHEKOV
                             You met her once before, but she 
                             was...

                   Chekov holds out his hand and indicates a very short 
                   height.

                                           KIRK
                             But that wasn't so long ago... it 
                             couldn't have been more than...

                                           CHEKOV
                             Twelve years, sir.

                                           KIRK
                             Yes... well... congratulations, 
                             Ensign. It wouldn't be the 
                             Enterprise without a Sulu at the 
                             helm.

                                           DEMORA
                             Thank you, sir. 
                                      (to Chekov) 
                             Let me show you the new inertial 
                             guidance system.

                   Demora and Chekov move off and Kirk looks after them 
                   for a long beat. The expression on his face changes 
                   from shock to sadness... Something is clearly 
                   bothering him. 

                   Scotty moves over to Kirk, with a smile on his face.

                                           SCOTTY
                                     (to Kirk)
                             Damn fine ship if you ask me...

                   But Kirk's mind is still on Demora. He watches her as 
                   she moves to the Helmsman's position.

                                           KIRK
                             You know, Scotty... it amazes me.

                                           SCOTTY
                             And what would that be, sir?

                                           KIRK
                             Sulu. When did he find the time 
                             for a family?

                                           SCOTTY
                             It's like you always said -- if 
                             something's important enough, you 
                             make the time.

                   Kirk nods absently. Scotty realizes something...

                                           SCOTTY
                             So... that's why you've been 
                             running around the galaxy like an
                             eighteen-year-old. Finding 
                             retirement a little lonely, are we?

                   Kirk gives him a look.

                                           KIRK
                             With that kind of tact, I'm glad 
                             you're an engineer and not a
                             psychiatrist.

                   Harriman interrupts.

                                           HARRIMAN
                             Excuse me, gentlemen... if you'll 
                             take your seats.

                                           KIRK
                             Oh... of course.

              10   NEW ANGLE                                                     10

                   Revealing that three CHAIRS have been neatly arranged 
                   to one side.

                   Scotty, Kirk and Chekov all take their seats. The 
                   Journalists take positions on the opposite side of the 
                   Bridge. Harriman moves to the command chair and the 
                   rest of the Bridge crew go to their stations.

                                           HARRIMAN
                                     (to all)
                             Prepare to leave spacedock. Aft 
                             thrusters ahead one quarter, port 
                             and starboard at station keeping. 
                                     (beat) 
                             Captain Kirk, I'd be honored if 
                             you would give the order to get 
                             underway.

                                           KIRK
                             No... no. Thank you.

                                           HARRIMAN
                             Please, I insist.

                   All eyes on Kirk -- he has little choice. He stands 
                   uncomfortably. There is a moment of anticipation.

                                           KIRK
                                     (to all)
                             Take us out.

                   Everyone breaks into APPLAUSE. Kirk sits down in 
                   acute embarrassment and  annoyance.

                                           CHEKOV
                                     (sotto)
                             Very good, sir.

                                           SCOTTY
                                     (sotto)
                             Brought a tear to my eye.

                                                                            CUT TO:
  
             11    EXT. SPACE- ENTERPRISE-B (VFX-I)                              11

                   The great ship majestically LEAVES the dock, and heads 
                   out into open space, passing DIRECTLY OVERHEAD.

             12    INT. ENTERPRISE-B - BRIDGE                                    12

                   A short time later. Harriman turns to his guests.

                                           HARRIMAN
                             Well... we've just cleared the 
                             asteroid belt. Our course will 
                             take us out beyond Pluto and then 
                             back to spacedock. Just a quick 
                             run around the block. 
                                     (beat) 
                             If we have time, we'll conduct a 
                             few tests of the warp --

                   Suddenly the communications console starts to BEEP. 
                   The COM OFFICER hits a few commands in response.

                                           COM OFFICER
                                     (to Harriman)
                             We're picking up a distress call, 
                             Captain.

                   This grabs everyone's attention.

                                           HARRIMAN
                             On speakers.

                   We hear the voice of a crewmember who sounds panicked 
                   and urgent.

                                           COM VOICE
                                     (fritzed)
                             This is the transport ship Lakul. 
                             We're caught in some kind of
                             energy distortion. We can't break 
                             free... need immediate help... 
                             It' tearing us --

                   The voice is drowned out by STATIC. The SCIENCE 
                   OFFICER checks something on his console. The 
                   Journalist with the Holo-camera turns on his light and 
                   pans it around to capture the action.

                                           SCIENCE OFFICER
                             The Lakul is one of two ships 
                             transporting El-Aurian refugees to 
                             Earth.

                   Harriman blinks a couple of times, surprised at this 
                   unexpected turn of  events. Kirk watches him intently. 
                   Harriman clears his throat, then turns to Demora.

                                           HARRIMAN
                             Can you locate them?

                                           DEMORA
                             The ships are bearing at three one
                             zero mark two one five. Distance:
                             Three light years.

                                           HARRIMAN
                             Signal the closest starship. 
                             We're in no condition to mount a 
                             rescue... We don't even have a 
                             full crew aboard.

                   The NAVIGATOR checks his console.

                                           NAVIGATOR
                             We're the only one in range, sir.

                   The Holo-camera light is shined on Harriman as he 
                   shifts in his seat, hesitant to take the plunge. Kirk 
                   is drumming his fingers impatiently on his leg. 
                   Finally, Harriman takes a breath and straightens his 
                   jacket a bit.

                                           HARRIMAN
                             Well, then... I guess it's up to 
                             us. 
                                      (to Demora) 
                             Helm, lay in an intercept course 
                             and engage at maximum warp.

                   Kirk fidgets in his chair, itching to get in on the 
                   action - his instincts taking over. Scotty shoots him 
                   a side-long glance.

                                           SCOTTY
                             Is there something wrong with your 
                             chair, Captain?

                   Kirk gives him a look.

              13   EXT. SPACE - ENTERPRISE-B (VFX-I)                             13

                   The ship snaps into warp.
 
              14   INT. ENTERPRISE-B - BRIDGE                                    14

                   A few minutes later. Demora is watching her console.

                                           DEMORA
                             We're within visual range of the 
                             energy distortion, Captain.

                                           HARRIMAN
                             On screen.

              15   INCLUDE VIEWSCREEN (VFX-I)                                    15

                   Which now shows a HUGE RIBBON OF CRACKLING ENERGY 
                   directly ahead of the Enterprise-B. 

                   Everyone reacts to the bizarre sight.

                                           CHEKOV
                             What the hell is that?

                                           DEMORA
                                     (off console)
                             I've found the transport ships.

             15A   INCLUDE VIEWSCREEN (VFX-I)                                   15A

                   The Viewscreen now shows TWO TRANSPORT SHIPS trapped 
                   like insects in the violent torrent of energy. The 
                   ships are being buffeted and thrown about by large 
                   TENDRILS of CRACKLING ENERGY.

                                           DEMORA
                                     (cont'd)
                             Their hulls are starting to buckle 
                             under the stress -- they won't 
                             survive much longer.

                   The ship suddenly SHAKES. The Navigator works his 
                   console.

                                           NAVIGATOR
                             We're encountering severe 
                             gravimetric distortions from the 
                             energy ribbon.

                                           HARRIMAN
                             We'll have to keep our distance...
                             we don't want to get pulled in
                             too...

                   Harriman frowns at the screen, trying to figure out 
                   what to do. Kirk can barely contain himself -- to him 
                   the answer is obvious. He blurts out the answer --

                                           KIRK
                             Tractor beam...

                   Scotty quickly elbows him in the side -- this isn't 
                   Kirk's ship. Kirk shuts up.  Harriman glances at Kirk.

                                           HARRIMAN
                             We don't have a tractor beam.

                                           KIRK
                             You left spacedock without a 
                             tractor beam?

                                           HARRIMAN
                             It won't be installed until 
                             Tuesday. 
                                     (beat) 
                             Ensign Sulu... try generating a 
                             subspace field around the ships. 
                             That might break them free.

                                           DEMORA
                             Aye, sir.

                   When Kirk hears this order, he shakes his head slightly 
                   and mouths the word "no" under his breath. He knows 
                   that won't work.

                                           DEMORA
                                     (continuing; shakes her 
                                      head)
                             There's too much quantum 
                             interference, Captain.

                   Harriman frowns again, trying to come up with another
                   solution, but it isn't easy -- it's his first day in 
                   command; his ship is under-manned and ill-prepared. 
                   It's a nightmare come true. Kirk is itching to get in 
                   On this, his fingers digging into the arms of his chair --
                   but he restrains himself.

                                           HARRIMAN
                             What about... venting plasma from 
                             the warp nacelles? That might 
                             disrupt the ribbon's hold on the 
                             ships.

                                           NAVIGATOR
                             Aye, sir.. releasing drive 
                             plasma...

                   A tense beat. Harriman glances over at the 
                   journalists, then glances over at Kirk. Kirk gives him 
                   a pained smile, trying to be encouraging even though he 
                   knows this is not the right course of action.

                                           NAVIGATOR
                                     (continuing)
                             It's not having any effect, sir. 
                             I think --
               
                                           DEMORA
                             Sir! The starboard vessel's hull 
                             is collapsing --
 
             15B   INCLUDE VIEWSCREEN (VFX-I)                                   15B

                   Suddenly the right-hand ship on the screen is engulfed 
                   by a fiery TENDRIL of energy and it EXPLODES. The 
                   other ship continues to be thrown about and buffeted. 
                   Everyone reacts with shock on the Bridge.

                                           CHEKOV
                             How many people were aboard 
                             that ship?

                                           DEMORA
                             Two hundred sixty-five.

                   Harriman pales at the sight... seems shell-shocked by 
                   the destruction of the ship. He's overwhelmed now, at 
                   a genuine loss as to what to do next.

                                           DEMORA
                                     (urgent)
                             The Lakul's hull integrity is down 
                             to twelve percent, sir.

                   Harriman looks over at Kirk, who has remained quiet 
                   during this entire sequence only through great effort 
                   and out of deference to the young Captain. This is a 
                   delicate moment -- Harriman doesn't want to look 
                   incapable, but at the same time, he needs help.

                                           HARRIMAN
                             Captain Kirk... I would appreciate 
                             any... suggestions you might have.

                   Kirk is out of his chair like a cork out of a bottle. 
                   He moves down to stand next to Harriman.

                                           KIRK
                                     (sotto)
                             First -- move us within 
                             transporter range and beam those 
                             people to the Enterprise.

                   Harriman looks at him with surprise.

                                           HARRIMAN
                             What about the gravimetric 
                             distortions? They'll tear us 
                             apart...

                                           KIRK
                                     (gently)
                             Risk is part of the game if you 
                             want to sit in that chair.

                   Kirk gives him a supportive look. Harriman buckles 
                   down and grimly looks at the image on the screen.

                                           HARRIMAN
                             Helm, close to within transporter 
                             range.

                   Kirk glances at the Cameraman, who's still shining the 
                   light on them  all.

                                           KIRK
                             And second -- turn that damned 
                             thing off.

                   The cameraman turns OFF the light.

                                                                            CUT TO:

              16   EXT. SPACE - ENTERPRISE-B (VFX-I)                             16

                   The ship edges in yet closer to the crackling ribbon. 
                   The tendrils from the ribbon lash out at the ship, just 
                   missing it.

              17   INT. ENTERPRISE-B - BRIDGE                                    17

                   As before.

                                           DEMORA
                             We're within range, sir.

                                           HARRIMAN
                                     (to lieutenant)
                             Beam them directly to Sickbay.

                                           CHEKOV
                                     (concerned)
                             How big's your medical staff?

                                           HARRIMAN
                                     (embarrassed)
                             The medical staff... doesn't
                             arrive until Tuesday.

                   Chekov turns to the two journalists.

                                           CHEKOV
                             You and you. You've just become 
                             nurses. Let's go.

                   Chekov and the journalists EXIT to the turbolift.
 
                                           DEMORA
                             Main Engineering reports 
                             fluctuations in the warp plasma 
                             relays.

                                           SCOTTY
                             By-pass the relays and go to 
                             auxiliary systems.

                   The LIEUTENANT is having problems at the aft console.

                                           LIEUTENANT
                             Sir, I'm having trouble locking 
                             onto them. They appear to be...
                             in some sort of... temporal flux.

                   Kirk turns to Scotty.

                                           KIRK
                             Scotty?

                   Scotty quickly moves to look at the Transporter 
                   console.

                                           SCOTTY
                             What the hell...

                   Kirk moves to him.

                                           SCOTTY
                             Their life signs are... are
                             phasing in and out of our 
                             space-time continuum.

                                           KIRK
                             Phasing? To where?

                   Scotty begins to work.

                                           NAVIGATOR
                             Sir! Their hull's collapsing!

              18   EXT. SPACE- THE LAKUL (VFX-I)                                 18

                   The ship is destroyed by an energy tendril.

              19   INT. ENTERPRISE-B - BRIDGE                                    19

                   All eyes on Scotty.

                                           SCOTTY
                             I got forty-seven of them...
                                     (beat, grim) 
                             ... out of one hundred fifty.

                   Suddenly the ship is rocked violently. KLAXONS and 
                   alarms start to wail and the lights FLICKER on and off. 
                   BULKHEAD EXPLODES, sending metal fragments screaming 
                   across the Bridge and KILLING the Navigator. Scotty 
                   quickly takes over the dead man's console.

                                           KIRK
                             Report!

                                           DEMORA
                             We're caught in a gravimetric 
                             field emanating from the trailing 
                             edge of the ribbon.

                                           HARRIMAN
                             All engines, full reverse!

              20   EXT. SPACE- ENTERPRISE-B & RIBBON (VFX-I)                     20

                   The ship is turning sideways into the WAKE of the
                   ribbon, but cannot break away. It is clearly being 
                   pulled along, out of control. Tendrils leap up from the
                   ribbon, lashing against the ship.

              21   INT. ENTERPRISE-B- SICKBAY                                    21

                   The room is filled with the SURVIVORS of the Lakul. 
                   They are all members of the EL-AURIAAN  race -- humanoid 
                   and dressed in distinctive clothing. The survivors are 
                   in various states of shock. Many sit on the floor, 
                   staring into middle distance. some lie on tables, 
                   unconscious. others are mumbling incoherently to 
                   themselves. Chekov and the Journalists are moving from 
                   person to person trying to get control of the 
                   situation as the ship is ROCKED and FLUNG about. 
                   Chekov has a tricorder.

                                           SURVIVORS
                                     (incoherent, overlapping)
                             The colors are touching me... I'm 
                             caught in the glass... Help me...
                             I can see the seconds... Over 
                             here... etc

                                           CHEKOV
                             It will be all right. We're going 
                             to take care of you.

                   He looks at the tricorder.

                                           CHEKOV
                                     (off tricorder)
                             Only minor injuries so far...
                                     (beat) 
                             But it looks like they're all
                             suffering from some kind of
                             neural shock.

                   One Journalist moves past a man sitting on a bio-bed 
                   with a dazed look on his face. He has a nasty-looking 
                   wound on one side of his face. (We will later learn 
                   that this man is named DOCTOR SORAN.)

                   The journalist is about to turn away when suddenly 
                   Soran GRABS him roughly -- clearly a man of great 
                   Strength -- and pulls him close. Soran's eyes are 
                   suddenly wild, crazed.

                                           SORAN
                             Why...why?

                                           JOURNALIST
                             It's all right... you're safe...
                             you're on the Enterprise.

                                           SORAN
                             No... I have to go... I have to 
                             get back... You don't understand! 
                             Let me go!

                   Soran begins to attack the journalist, but before he 
                   can do any real damage, Chekov injects Soran with a 
                   hypospray and Soran falls unconscious.

                                           JOURNALIST
                             What was he talking about?

                   Suddenly a WOMAN with her back toward us stumbles 
                   nearby. Chekov quickly grabs her arm and catches her 
                   before she falls.

                                           CHEKOV
                             Easy there...

                   The woman turns around and we see her face for the 
                   first time -- it's GUINAN. She seems dazed and 
                   confused. Chekov smiles at her warmly.

                                           CHEKOV
                             It's going to be okay. Here, just 
                             lie down.

                   As he guides Guinan onto a table...

              22   INT. ENTERPRISE-B - BRIDGE (VFX-I)                            22

                   Energy ribbon on viewscreen.

                                           DEMORA
                             Inertial dampers failing.

                                           SCOTTY
                             Engines not responding!

                   Harriman is gripping the arms of his chair with one 
                   hand. His face pales.

                                           HARRIMAN
                                     (quiet)
                             I didn't expect to die my first 
                             day on the job.

                   Kirk tries to buck up the young captain.

                                           KIRK
                                     (sotto)
                             The first thing you learn as 
                             Captain is how to cheat death. 
                                     (beat, then louder) 
                             Scotty?

                                           SCOTTY
                                     (outraged)
                             There's just no way to disrupt a 
                             gravimetric field of this 
                             magnitude!

                                           DEMORA
                             Hull integrity failing.

                   Kirk looks at Scotty expectantly for a moment.

                                           SCOTTY
                                     (continuing)
                             But I do have a theory...

                                           KIRK
                             I thought you might.

                                           SCOTTY
                             An anti-matter discharge directly 
                             ahead... it might disrupt the 
                             field long enough for us to break 
                             away.

                                           KIRK
                             A photon torpedo?

                                           SCOTTY
                             Aye.

                                           KIRK
                                     (quickly, to Demora)
                             Load torpedo bays, prepare to fire 
                             on my command.

                   Demora turns to him.

                                           DEMORA
                             Captain... we don't have any 
                             torpedoes.

                   Kirk glances at Harriman.

                                           KIRK
                             Don't tell me... Tuesday.

                   Harriman nods, a little embarrassed. The SHAKING gets 
                   worse.

                                           SCOTTY
                             Captain, it may be possible to 
                             simulate a torpedo blast using a
                             resonance burst from the main 
                             deflector dish.

                                           KIRK
                                     (onto the idea)
                             Where are the deflector relays?

                                           DEMORA
                             Deck fifteen, section twenty-one
                             alpha

                                           HARRIMAN
                                     (to Kirk)
                             I'll go. You have the Bridge.

                   Harriman heads for the turbolift, and there is a moment 
                   as Kirk is sorely tempted to take command of the ship 
                   and sit in the Captain's chair one more time. But he 
                   pulls himself back before Harriman can exit.

                                           KIRK
                             No... a Captain's place is on the 
                             Bridge of his ship. 
                                     (beat) 
                             I'll take care of it.

                   Harriman nods in acknowledgement. Kirk heads for the 
                   turbolift.

                                           KIRK
                                     (on the move, to Scotty)
                             Keep her together until I get 
                             back.

                                           SCOTTY
                                     (matter of fact)
                             I always do.

                   Kirk smiles as the turbolift doors slide shut...

              23   OMITTED                                                       23

              24   INT. ENTERPRISE-B - CORRIDOR                                  24

                   Kirk running down the corridor, opens a door.

              25   INT. ENTERPRISE-B - DEFLECTOR ROOM (CONTINUOUS)               25

                   A small control room with a few consoles. Kirk rushes 
                   in and rips off one of the large wall panels. He 
                   quickly begins to re-route cabling and circuitry...

              26   INT. ENTERPRISE-B - BRIDGE                                    26

                   As before. The ship is SHAKING badly.

                                           DEMORA
                             Forty-five seconds to structural 
                             collapse!

                   Scotty is working the consoles frantically.

                                           SCOTTY
                             Bridge to Captain Kirk.

                   INTERCUT:

              27   INT. ENTERPRISE-B - DEFLECTOR ROOM                            27

                   Kirk working furiously.

                                           KIRK
                             Kirk here.

                                           SCOTTY
                             Captain, I don't know how much 
                             longer I can hold her together!

                   Kirk finishes working and slams the wall panel closed.

                                           KIRK
                             That's it. Go!

              28   INT. ENTERPRISE-B - BRIDGE                                    28

                   As before.

                                           HARRIMAN
                                     (to Demora)
                             Activate main deflector.

                   Demora works the console.

              29   EXT. SPACE- ENTERPRISE-B (VFX-I)                              29

                   A large BURST 0F ENERGY leaps out of the main deflector 
                   dish and EXPLODES in front of the ship. There is an 
                   immediate reaction within the Energy Ribbon, which 
                   roils and fluctuates in response.

              30   INT. ENTERPRISE-B - BRIDGE                                    30

                   As before.

                                           SCOTTY
                             We're breaking free.

              31   EXT. SPACE - ENTERPRISE-B (VFX-I)                             31

                   The ship now begins to turn away from the crackling 
                   ribbon. But just as it's turning, one final TENDRIL of 
                   energy suddenly leaps out and hits the ship.

              32   OMITTED                                                       32

              33   INT. ENTERPRISE-B - BRIDGE                                    33

                   The ship is ROCKED so hard that everyone is knocked off 
                   their feet. Gradually, the SHAKING STOPS. Demora 
                   scrambles back into position.

                                           DEMORA
                             We're clear.
         
                   Everyone reacts with relief.

                                           HARRIMAN
                                     (excited, to com)
                             You did it, Kirk! 
                                     (to Demora) 
                             Damage report, Ensign.

                                           DEMORA
                                     (off console)
                             There's some buckling on the 
                             starboard nacelle...
                                     (reacts) 
                             We've also got a hull breach in 
                             the Engineering section. 
                             Emergency forcefields are in place 
                             and holding.

                                           SCOTTY
                             Where?

                                           DEMORA
                             Sections twenty through twenty-
                             eight on decks thirteen...
                             fourteen...
                                     (looks at Scotty with 
                                      meaning)
                             ... and fifteen.

                   Everyone turns around and looks at Scotty.

                                           SCOTTY
                                     (to com)
                             Bridge to Captain Kirk. 
                                     (beat) 
                             Captain Kirk, please respond.

                   Still no response. Scotty's face falls.

                                           SCOTTY
                                     (continuing, to Demora)
                             Have Chekov meet me on deck
                             fifteen.

                   Harriman, very concerned, gets up and follows Scotty. 
                   They EXIT to the Turbolift.

                                                                            CUT TO:

              34   INT. ENTERPRISE-B - CORRIDOR                                  34

                   Scotty and Harriman head down the Corridor. They round
                   a bend... and then stop short. They react to 
                   something ahead of them...

              35   NEW ANGLE (VFX-P)                                             35

                   Revealing that the corridor ahead of them is GONE. A 
                   jagged hole has been ripped in the ship and OPEN SPACE 
                   can be seen beyond the twisted metal. 

                   A FORCEFIELD flickers on and off, holding the vacuum of 
                   space at bay.

                   Scotty and Harriman look at the awesome sight for a 
                   moment. Chekov comes running up the Corridor behind 
                   them. He stops and reacts.

                                           CHEKOV
                             My God...
                                     (beat) 
                             Was anyone in there?

                   A long silent beat as Scotty looks out into space.

                                           SCOTTY
                             Aye.

              36   EXT. SPACE - ENTERPRISE-B (VFX-I)                             36

                   A huge chunk has been ripped out of the Engineering 
                   section, looking like an open wound. Scotty, Chekov,
                   and Harriman can be seen standing inside the small 
                   Corridor, looking out into space...

              37   INT. ENTERPRISE-B- BRIDGE                                     37

                   A short time later. Scotty, Harriman and Chekov are 
                   listening to Demora, who is working the Helm console.

                                           DEMORA
                             I've checked the entire ship and 
                             the surrounding space. there's 
                             no sign of him.

                   A silent moment. Chekov looks to Scotty, hoping to 
                   hear some sort of miracle. Scotty takes a moment
                   looks at the empty command chair. Then he shakes his 
                   head. A long beat as everyone is forced to accept this
                   terrible truth.

                                           SCOTTY
                                     (quiet)
                             Just a quick... run around the 
                             block.

                                           CHEKOV
                             I never thought it would end like 
                             this...

                                           SCOTTY
                             All things must end, Mr. Chekov.

                   Harriman finally breaks the stillness of the Bridge.

                                           HARRIMAN
                             Let's go home.

                   Harriman steps down to the Captain's chair and takes 
                   command of his ship.

                   Scotty and Chekov exchange a final look. Off the 
                   reactions of these two friends who've just lost someone 
                   very dear to them both...

                                                                            CUT TO:

              38   EXT. SPACE - ENTERPRISE-B (VFX-I)                             38

                   The crippled ship turns and heads away...

                   FADE TO BLACK.

                   SUPER: SEVENTY-EIGHT YEARS LATER... 

              39   CLOSE ON A HALYARD                                            39

                   as a FLAG is quickly hoisted to the top of a mast. The 
                   flag reaches the top and is then caught by the wind -- 
                   the blue and white banner of the United Federation of 
                   Planets waves in the breeze.

                   MOVE TO REVEAL THE LOCATION

              40   EXT. SAILING VESSEL - DAY                                     40

                   A nineteenth-century three-masted sailing vessel (about 
                   the size of a frigate) is hove-to and sitting in the 
                   water gently rocking. Across the stern of the ship, we 
                   can see the name ENTERPRISE picked out in gold letters.

              41   ON THE MAIN DECK                                              41

                   Where PICARD and RIKER are standing before the 
                   assembled crew of the ship. Everyone is dressed in 
                   full-dress naval uniforms of the period, complete with 
                   cocked hats, epaulettes, etc. The crew is standing at 
                   attention... the wind whistles through the rigging...
                   the timbers creak...

                   Picard grimly looks over his crew... then finally  he
                   nods to Riker.

                                           RIKER
                             Bring out the prisoner!

                   A drummer begins a long DRUM ROLL.

              42   ON A HATCH                                                    42

                   as WORF is brought on deck by TROI and GEORDI. Worf is 
                   shackled by hand and leg irons. Troi and Geordi hold 
                   him by either arm and shove him toward the Captain. 
                   The drum roll STOPS. Picard moves to Worf and peers at 
                   him closely.
                   
                                           PICARD
                             Mister Worf... I always knew this 
                             day would come. Are you prepared 
                             to face the charges?

                   Worf doesn't answer and Troi jabs him in the side.

                                           TROI
                             Answer him!

                                           WORF
                             I am prepared.

                   Picard looks to Riker, who then pulls out a large, 
                   rolled piece of parchment. He opens the scroll and 
                   begins to read from it. In the b.g. Geordi removes 
                   Worf's shackles.

                                           RIKER
                             "We, the officers and crew of the 
                             U.S.S. Enterprise, being of sound 
                             mind and judgment, hereby make 
                             the following charges against 
                             Lieutenant Worf: One. That he did 
                             knowingly and willfully perform 
                             above and beyond the call of duty 
                             on countless occasions. Two. 
                             That he has been a good and solid 
                             officer on this ship for one score 
                             less twelve years. And Three. 
                             Most seriously... that he has 
                             earned the respect and admiration 
                             of the entire crew."

                   Riker puts away the scroll

                                           PICARD
                             There can be only one punishment 
                             for such crimes...
                                     (beat) 
                             I hereby promote you to the rank 
                             of Lieutenant Commander, with all 
                             the rights and privileges thereto. 
                             And may God have mercy on your 
                             soul.

                   Everyone ROARS in APPROVAL. Picard smiles at Worf and
                   shakes his hand.

                                           PICARD
                                     (cont'd)
                             Congratulations, Commander.

                                           WORF
                                     (smiles)
                             Thank you, sir.

                   Picard continues to smile at him for a moment...then 
                   Riker steps in.

                                            RIKER
                             Extend the plank!!

                   Worf's face registers surprise as everyone GRABS HIM
                   and hauls him toward the side, where a long plank is 
                   being pushed out over the water.

                                           CREWMEMBERS
                             Into the sea with him... feed him 
                             to the sharks... walk the 
                             plank... etc.

                   Picard gives Riker a questioning look.

                                           PICARD
                             Don't you think you're taking this 
                             a little too far, Number One?

                                           RIKER
                             When we went to ancient Rome for 
                             Deanna's promotion, we threw her 
                             to the lions, remember?

                   Picard shrugs it off... it's not exactly his cup of 
                   tea, but he'll go along with it.

                   Worf is hustled to the rail where BEVERLY is waiting 
                   patiently by the plank, holding a long PIKE. Worf is 
                   put on the plank and Crusher prods him with the pike 
                   until Worf is nearly at the end.

                   Worf finally stops and turns around.

                                           WORF
                                     (a shout)
                             WAIT!!

                   Everyone falls silent a moment. Worf looks over 
                   the side at the water below.

                                           WORF
                                     (a little embarrassed)
                             I can't swim.

                                           LA FORGE
                                     (calmly, to Worf)
                             The Holodeck safety program is 
                             engaged... The computer won't let 
                             you drown.

                                            BEVERLY
                             But the sharks are quite 
                             convincing.

                   Beverly prods him with the pike and Worf FALLS INTO THE
                   SEA  with a huge SPLASH . Everyone LAUGHS and CHEERS. 
                   Reveal DATA, who is standing near the side rail, 
                   looking a little confused at the reaction.

                                           DATA
                                     (to Beverly)
                             Doctor, I must confess I am 
                             uncertain as to why pushing 
                             someone into freezing, shark-
                             infested water is amusing.
  
                                          BEVERLY
                             It's all done in good fun, Data. 
                             Get in the spirit of things.

                                           DATA
                             Ah.

                   Data thinks a moment, then he LIFTS Beverly with one 
                   hand and hold her over the rail.

                                           BEVERLY
                             Data...Data -- !

                   Data lets go and Beverly PLUMMETS into the ocean. Data 
                   looks around -- no one is laughing. They all look a 
                   little surprised.

                                           GEORDI
                             Data. that wasn't funny.

                   Data is puzzled by the reaction of the crowd... he's 
                   more confused than ever.

              43   PICARD AND RIKER                                              43

                   are standing on the quarterdeck as a very wet Beverly 
                   comes up on deck.

                                           PICARD
                             Well, now that we're all aboard...
                                     (beat, then smiles) 
                             Number One, bring the ship before 
                             the wind. 
                                     (savoring the moment) 
                             Let's see what's out there.

                                           RIKER
                             Aye, aye, sir. 
                                     (to Troi) 
                             Take the wheel, Commander.

                   Troi takes the ship's wheel.

                                           RIKER
                                     (shouts)
                             All hands make sail! Raise up 
                             tacks and stand by the braces!

                   The crew springs into action... rushing to their places 
                   aloft and on deck... grabbing ropes and lines...
                   starting to unfurl the sails... trimming the 
                   yardarms... getting the ship ready to sail.

              44                                                                 44
            THRU   OMITTED                                                     THRU
              45                                                                 45

              46   PICARD AND RIKER                                              46

                   Picard is drinking in the scene with a look of great 
                   satisfaction and  contentment.

                                           PICARD
                             Imagine what it was like, Will. No 
                             engines... no computers... just 
                             the wind, the sea and the stars to 
                             guide you.

                                           RIKER
                             Bad food, brutal discipline... 
                                     (beat) 
                             No women.

                   But Picard won't let Riker rain on his parade -- he's 
                   thoroughly enjoying himself.

                                           COM VOICE
                             Bridge to Captain Picard.

                                           PICARD
                             Picard here.

                                           COM VOICE
                             There is a personal message for 
                             you from Earth.

                                           PICARD
                                     (annoyed)
                             Put it through down here. 
                                     (to Riker) 
                             But the best thing about a life at 
                             sea was that they couldn't get to 
                             you.

                   Picard walks toward the bow.

                                           PICARD
                                     (to com)
                             Computer, arch.

             46A   ANGLE (VFX-P)                                                46A

                   A U-shaped ARCH with several computer panels visible 
                   appears on the forecastle. It's a strange sight to see 
                   a piece of the 24th century on the deck of this ship. 
                   Picard goes to the arch and activates one of the 
                   monitors and waits for the transmission to appear.

             46B   NEW ANGLE (VFX-P)                                            46B

                   A text message APPEARS and he starts to read it. After 
                   a moment, he reacts with shock and dismay to something 
                   on the screen.

              47   ON TROI                                                       47

                   whose attention has been drawn to Picard, at the arch. 
                   She reacts with concern at the expression on his face.

                                           TROI
                                      (to crewmember)
                             Here. Take the wheel.

                   Troi moves toward the bow.

              48   ON PICARD (VFX-P)                                             48

                   whose face is now ashen with shock. Clearly he has 
                   just read something on the screen which is very 
                   disturbing. 

                   He stares into the middle distance for a moment. Troi 
                   moves to him.

                                           TROI
                                     (quiet)
                             Captain, are you all right?

                                           PICARD
                             Yes. Fine. If you'll excuse 
                             me...

                   He turns OFF the screen.

                                           PICARD
                             Computer, exit.

             48A   ANGLE (VFX-P)                                                48A

                   The Holodeck DOORS APPEAR within the Arch. Picard is 
                   clearly distracted as he EXITS to the Corridor. Troi 
                   looks after him with concern.

              49   NEW ANGLE                                                     49

                   Favoring Riker. He takes a couple of steps toward 
                   Worf.

                                           RIKER
                             Set the royals and the studding 
                             sails, Mister Worf.

                   Worf looks at him blankly for a moment.

                                           WORF
                             The Royal... studs...?

                                           RIKER
                                     (smiles, points aloft)
                             You see the top yardarm, now look 
                             to the --

                   Suddenly a com voice interrupts.

                                           COM VOICE
                             Bridge to Commander Riker.

                                           RIKER
                             Riker here.

                                           COM VOICE
                             We're picking up a distress call 
                             from the Amargosa observatory, 
                             sir. They say they're under 
                             attack.

                                           RIKER
                                      (to all)
                             Red Alert! All hands to 
                             Battle stations! Captain Picard to 
                             the Bridge.

                   Everyone on the ship reacts, and there is a general 
                   rush to the bow of the ship...

                                                                            CUT TO:

              50   EXT. SPACE - ENTERPRISE-D (VFX-I)                             50

                   The great ship at impulse. We FOLLOW it and then see 
                   ahead of the ship, a small SOLAR OBSERVATORY with a 
                   complex optical array. The observatory bears scorch 
                   marks and other signs of recent battle. (In the b.g.
                   a YELLOW SUN can be seen.)

              51   INT. BRIDGE (VFX-I)                                           51
 
                   Picard in command. Riker, Troi, Worf and Data at their 
                   stations They didn't have time to change, so they are 
                   all still dressed in their costumes from the ceremony. 
                   The ship is at Red Alert. The image of the burnt-out 
                   observatory is on the VIEWSCREEN.

                                           RIKER
                             It looks like we're too late...

                                           WORF
                                     (off console)
                             There are no other ships in the 
                             system.

                                           DATA
                             Sensors show five life signs 
                             aboard the station, Captain.

                                           RIKER
                             The station complement was 
                             nineteen.

                   A grim beat. Picard gets up and starts heading for the 
                   Ready Room - his attitude is dismissive, almost 
                   irritated that this has interrupted some deeper concern 
                   of his.

                                           PICARD
                             Secure from Red Alert. Number 
                             One, begin an investigation. I'll 
                             be in my Ready Room.

                   Troi and Riker exchange a surprised look.

                                           RIKER
                             Sir?

                                           PICARD
                                     (hard)
                             Make it so.

                   Picard EXITS. An awkward beat. What's wrong with the 
                   Captain? But they have their orders. 

                   As Riker and  Worf head for the EXIT...

                                                                            CUT TO:

              52   INT. OBSERVATORY - OPS CENTER (VFX-P)                         52

                   The station is a SMOKING RUIN -- consoles flickering, 
                   lights dim, damage everywhere. Only a few minutes have 
                   passed since they were attacked. Riker, Worf, Beverly
                   and two SECURITY GUARDS MATERIALIZE. They're all back 
                   in uniform, holding phasers and palm beacons. Worf has 
                   a tricorder and Beverly has a medical kit. The room is 
                   cramped, there are fallen bulk-heads and blown-out 
                   consoles. The debris makes it difficult to get a clear 
                   view of the room.

                                           WORF
                             These blast patterns are 
                             consistent with type-three 
                             disruptors.

                                           RIKER
                             Well, that narrows it to Klingon, 
                             Breen or Romulan.

                   Beverly follows her tricorder readings.

                                           BEVERLY
                             I'm picking up life signs... about 
                             twenty meters ahead.

                                           WORF
                             That rules out Klingons.

                   Riker gives him a look.

                                           WORF
                             They would not have left anyone 
                             alive.

                                           BEVERLY
                             Over here.

                   They pick their way carefully through the carnage of 
                   the station...and come to the body of a Starfleet 
                   Science Officer. He has taken a disruptor blast to the 
                   back and there is a nasty-looking scorch mark on his 
                   uniform. Beverly immediately takes some devices out of 
                   her medical kit and begins to treat him.

                                           RIKER
                             Worf, you're with me. Paskall, 
                             you and Mendez search the upper 
                             deck.

                   The Security Guards climb a nearby ladder while Riker 
                   and Worf head down a dimly-lit corridor. Riker stops 
                   at two bodies in the hall, checks them over -- but 
                   they're dead. There is a sudden banging from the far 
                   corner of the room. Worf and Riker quickly move to a 
                   collapsed bulkhead.

                                           WORF
                             Under here...

                   They both grab hold of a large metal plate, pull it 
                   aside and begin to dig through the debris. Finally, a 
                   HAND can be seen grasping about from within the pile of 
                   rubble. Riker and Worf work faster. Worf grabs the 
                   man's hand.

                                           WORF
                             It's all right... do not struggle.

                   Worf holds the man's hand as Riker shoves away a final 
                   console. We reveal the head and torso of Doctor Soran, 
                   one of the survivors from the Lakul (and last seen 
                   in Sickbay aboard the Enterprise-B). Soran has not aged 
                   at all over the years but he does have a permanent 
                   scar on his face from the earlier wound. He blinks a 
                   few times, seems a little dazed.
              
                                           RIKER
                             I'm Commander William Riker of the
                             Starship Enterprise.

                                           SORAN
                             Soran... Doctor Tolian Soran...

                   Soran puts a hand to his head, still trying to get his 
                   bearings.

                                           RIKER
                             Who attacked you, Doctor?

                                           SORAN
                             I'm not sure... it happened so 
                             fast...

                                           SECURITY OFFICER
                                     (calls out)
                             Commander -- you'd better take a 
                             look at this.

                   Riker and Worf move to the ladder as Beverly begins to 
                   scan Soran...

              53   NEW ANGLE - UPPER DECK                                        53

                   Riker and Worf move over to the two Security Guards who 
                   are kneeling over a dead body which is obscured from 
                   view. One guard turns over the body, revealing a 
                   ROMULAN SOLDIER. Worf looks at him in disgust.

                                           WORF
                             Romulan.

                   Riker and Worf exchange a look. OFF their reactions...

                                                                            CUT TO:

              54   INT. DATA'S QUARTERS                                          54

                   Data is sitting in a chair, petting SPOT THE CAT. 
                   Geordi is standing next to him.

                                           DATA
                            Is she still angry?

                                           GEORDI
                            No... but I'd stay out of Sickbay 
                            for a while if I were you. I 
                            still don't know why you dropped 
                            her in the water.

                                           DATA
                            I was attempting to... get in the 
                            spirit of things. I thought it 
                            would be humorous.

                   Data frowns. troubled by this recent experience. He 
                   puts Spot down and moves to a bulkhead. He activates 
                   a control panel and a small compartment slides OPEN,
                   revealing a small COMPUTER CHIP  which is suspended in 
                   a glass and metal framework. Data looks at the chip 
                   for a beat and Geordi moves to him in concern.

                                           GEORDI
                            Data... you're not thinking about 
                            using that thing are you?

                                           DATA
                            It has occurred to me on several 
                            occasions. But I believe this may 
                            be the appropriate time.

                                           GEORDI
                            Wait a minute. I thought you've 
                            always been afraid it would 
                            overload your neural net.

                                           DATA
                            That is true. However, I believe 
                            my growth as an artificial 
                            life form has reached an impasse. 
                            For thirty-four years I have 
                            endeavored to become more "human" -
                            to grow beyond my original 
                            programming. And yet I am still 
                            unable to grasp such a simple 
                            concept as humor. 
                                     (re: chip)
                            This emotion chip is the only 
                            answer.

                   Geordi considers a moment, looks at the chip...
                   and reluctantly has to agree.

                                           GEORDI
                            All right...

                   Data sits down and La Forge moves to stand behind him.

                                           GEORDI 
                            But at the first sign of trouble, 
                            I'm going to deactivate it. 
                            agreed?

                                           DATA
                            Agreed.

                   Geordi works on Data's head for a moment, and then
                   OPENS a panel on Data's head, revealing the blinking 
                   circuitry within.

                                                                            CUT TO:

              55   INT. READY ROOM                                               55

                   Riker is standing next to Picard, who has his back turned 
                   and is staring out the window. Picard seems distracted 
                   during the scene, his mind clearly elsewhere as Riker 
                   finishes his report.

                                           RIKER
                            We found two dead Romulans aboard 
                            the station. We're analyzing 
                            their equipment to see if we can 
                            determine what ship they came 
                            from.

                   Picard nods absently.

                                           PICARD
                            There's still no indication of why 
                            they attacked the station?

                                           RIKER
                            We think they were looking for 
                            something -- they practically tore 
                            the place apart.

                                           PICARD
                            Hmm... 
                                     (beat) 
                            Inform Starfleet Command. This 
                            could indicate a new Romulan 
                            threat in this sector.

                                           RIKER
                            You want me to contact Starfleet?

                                           PICARD
                            Is there a problem?

                                           RIKER
                            No, sir.

                                           PICARD
                            Thank you, Number One.

                   Picard keeps his back turned, looking out the window. 
                   Riker hesitates, awkward.

                                           RIKER
                            There is something else, Captain. 
                            One of the scientists. a Doctor
                            Soran... has insisted on speaking 
                            with you. 
                                     (beat) 
                            I told him you were busy, sir, but 
                            he said it was absolutely 
                            imperative that he speak with you 
                            right away.

                                           PICARD
                            Understood. That will be all.

                                           RIKER
                            Sir... is there anything wrong?

                                           PICARD
                            No. Thank you.

                   A beat, then Riker turns and EXITS. Off Picard's 
                   unreadable face...

                                                                            CUT TO:
    
              56   INT. TEN FORWARD                                              56

                   The room is bustling with patrons and activity. Data 
                   ENTERS with an odd look on his face...his body 
                   language subtly altered. He is looking at the world 
                   through new eyes. Geordi is following him closely, 
                   watching his every move. They move to the bar. Guinan 
                   comes over -- she has not aged at all since the 
                   Enterprise-B. She sets down an exotic-looking container 
                   full of dark liquid.

                                           GUINAN
                            You two just volunteered to be my 
                            first victims. 
                                     (re: liquid)
                            This is a new concoction I 
                            picked up on Forcas Three. Trust me, 
                            you're going to love it.

                   She pours two glasses of the liquid. Data takes one 
                   and sniffs it, then takes a drink. Geordi watches him 
                   closely. Data frowns.

                                           GEORDI
                            Well...?

                                           DATA
                            I believe the beverage has 
                            provoked an emotional response.

                                           GEORDI
                            Really? What do you feel?

                                           DATA
                            I am uncertain. I have had little 
                            experience with emotions... I am 
                            unable to articulate the 
                            sensation.

                                           GUINAN
                            Emotions?

                                           GEORDI
                            I'll explain later...

                   Data finishes the drink... concentrates, tries to make 
                   sense of the rush of feelings. His expression is one 
                   of disgust.

                                           GUINAN
                                      (to Geordi)
                            I don't think he likes it.

                                           DATA
                                     (excited)
                            Yes. That is it. I hate it.

                                           GEORDI
                            Data, I think the chip is 
                            working...

                   Data looks at Geordi with a big smile on his face.

                                           DATA
                            Yes. I hate this! It is 
                            revolting!

                   Beat.

                                           GUINAN
                            Another round?

                                           DATA
                            Please.

                   In the b.g., we see Picard ENTER Ten Forward.

              57   FOLLOW PICARD                                                 57

                   as he walks through Ten Forward and heads toward a 
                   table by the windows. Soran is sitting at the table, 
                   staring out at the stars, lost in thought. His 
                   observatory uniform is distinctive, and sets him apart 
                   from everyone else in the room. Picard walks up to the 
                   table.

                                           PICARD
                            Doctor Soran...?

                                           SORAN
                            Yes, yes, Captain -- thank you for 
                            coming.

                   The men shake hands and Picard sits down. Soran is an 
                   imposing physical presence, but at the moment he seems 
                   very much the eccentric scientists consumed with his 
                   work. Picard waves away a waiter.

                                           PICARD
                            Nothing for me. 
                                     (brusque, to Soran) 
                            I understand there's something 
                            urgent you need to discuss with 
                            me.

                                           SORAN
                            Yes. I need to return to the 
                            observatory immediately. I must 
                            continue a critical experiment I 
                            was running on the Amargosa star.
 
                   Picard's reaction is a little impatient -- this doesn't 
                   sound that imperative to him.

                                           PICARD
                            Doctor... we're still conducting 
                            an investigation into the attack. 
                            Once we've completed our work, 
                            we'll be happy to allow you and 
                            your fellow scientists back aboard 
                            the observatory. Until then --

                                           SORAN
                            The timing is very important on my 
                            experiment -- if it is not
                            completed within the next twelve 
                            hours, years of research will be 
                            lost.

                                           PICARD
                            We're doing the best we can. Now 
                            if you'll excuse me...

                   Picard moves to stand, but Soran reaches out and gently 
                   but firmly grabs him by the arm. The unexpected 
                   physical contact and the change of intensity in Soran's 
                   face stops Picard in his tracks.

                                           SORAN
                                     (cryptically)
                            They say time is the fire in 
                            which we burn... and right now, 
                            Captain, my time is running out. 
                                     (beat) 
                            We leave so many things unfinished 
                            in our lives -- I'm sure you can 
                            understand.

                   For some reason, Soran's words have struck a deep chord 
                   within Picard.

                   He looks away from Soran's compelling gaze and thinks 
                   for a long moment. When he finally speaks, his voice 
                   is barely above a whisper.
                                 
                                           PICARD
                            I'll see what I can do...

                   Picard walks away without a word before Soran can 
                   thank him. Soran looks after him with relief, then 
                   pulls out an ANTIQUE POCKET WATCH and opens it. He 
                   looks at the watch for a long moment. then snaps it 
                   closed and head for the opposite exit from the one 
                   Picard took. FOLLOW Soran across Ten Forward...until 
                   he suddenly stops in shock at something he sees...

              58   SORAN'S POV                                                   58

                   of Guinan, who is now back at the bar.

              59   RESUME SORAN                                                  59

                   A dark look crosses his face -- he is disturbed by the 
                   sight of Guinan. He quickly turns and EXITS.

              60   ON GUINAN                                                     60

                   she begins to sense something, as though someone is 
                   watching her. She turns, looks in the direction where 
                   Soran was just standing, but there's no one there now. 
                   She shakes off the feeling and goes back to work.

                                                                            CUT TO:

              61   INT. ENGINEERING                                              61

                   A short time later. A Romulan tricorder is connected 
                   to some diagnostic equipment near a console. Worf is 
                   talking to Riker.

                   Worf activates a MONITOR which shows a complex diagram 
                   of sensor information.

                                           WORF
                            One of the dead Romulans had a 
                            tricorder. We analyzed its sensor 
                            logs and found they were scanning 
                            for signature particles of a 
                            compound called trilithium.

                                           RIKER
                            Trilithium?

                                           WORF
                            An experimental compound the 
                            Romulans have been working on. In 
                            theory, a trilithium-based 
                            explosive would be thousands of 
                            times more powerful than an 
                            anti-matter weapon. But they never 
                            found a way to stabilize it.
                       
                                           RIKER
                            Why were they looking for it on a 
                            Federation observatory? It doesn't
                            make any sense.

                   Riker considers.

                                           RIKER
                                     (cont'd)
                            Have Geordi and Data go over with 
                            the next Away Team...  tell them to 
                            scan the observatory for 
                            trilithium.

                                           WORF
                            Aye, sir.

                                                                            CUT TO:

              62   INT. OBSERVATORY OPS                                          62

                   The station is still a wreck. Geordi and Data are 
                   scanning the room with tricorders.

                                           GEORDI
                                     (off tricorder)
                            There's no sign of any trilithium 
                            in here.

                   Geordi continues to scan... then suddenly Data lets out 
                   a quiet GIGGLE. Geordi stops and turns to look at him.
                   Data giggles louder.

                                           DATA
                                     (laughing, to himself)
                            I get it. I get it.

                                           GEORDI
                            You get what?

                   Data laughs again.

                                           DATA
                            When you said to Commander 
                            Riker...
                                     (imitating Geordi's voice) 
                            "The clown can stay, but the 
                            Ferengi in the gorilla suit has to 
                            go."

                   Geordi looks blankly at him for a moment.

                                           GEORDI
                            What?

                                           DATA
                            During the Farpoint mission. We 
                            were on the Bridge and you told a 
                            joke. That was the punch line.

                                           GEORDI
                            The Farpoint mission? Data, that 
                            was seven years ago.

                                           DATA
                            I know. I just got it. 
                                     (laughs) 
                            It was very funny.

                                           GEORDI
                            Thanks.

                   Geordi indicates a corridor. They EXIT in that 
                   direction...

              63   INT. OBSERVATORY CORRIDOR - CONTINUOUS                        63

                   A short corridor connecting the Ops Center with other 
                   compartments. Geordi suddenly stops in front of what 
                   appears to be a standard bulkhead.

                                           GEORDI
                            Wait a minute... there's a hidden 
                            doorway here. I can see the 
                            joint of the metal with my VISOR.

                   Geordi runs his finger in a vertical line along what 
                   appears to be a smooth bulkhead.

                                           DATA
                                    (off tricorder)
                            There appears to be a dampening 
                            field in operation. I cannot scan 
                            beyond the bulkhead.

                   Geordi puts his tricorder away and begins looking for 
                   a way to open the door.

                                           GEORDI
                            I don't see a control panel...or 
                            an access port.

                                           DATA
                                     (off tricorder)
                            It appears to be a magnetically 
                            sealed.

                   Data steps forward and OPENS a small panel on wrist 
                   and makes a quick adjustment to the circuitry within.

                                           DATA
                            I believe I can reverse the 
                            polarity by attenuating my axial 
                            servo.

                   Data completes his adjustment and then moves his wrist 
                   over the door panel.

                                           DATA
                                     (joking)
                            "Open sesame."

                   There is a HUMMING sound followed by a loud CLICK. The 
                   door slides open.

                                           DATA
                                     (smiles)
                            You could say I have a... magnetic 
                            personality.

                   Geordi reacts to the bad pun with a grimace. They EXIT 
                   to.

              64   INT. OBSERVATORY PROBE ROOM - CONTINUOUS                      64

                   A small room with several probes stacked in holding 
                   racks. Geordi and Data scan.

                                           GEORDI
                            I'm still not picking up anything. 
                            Someone went to a lot of trouble 
                            to shield this room.

                   They put their tricorders away and begin looking around 
                   the room. Data continues to snicker and giggle as he 
                   tries not to laugh at jokes his mind conjures up. 
                   Geordi begins inspecting the probes... finally stops
                   at one probe which has SEVERAL ODD DEVICES attached to 
                   the side.

                                           GEORDI
                            Data, take a look at this. 
                                     (Data comes over) 
                            You ever seen a solar probe with 
                            this kind of configuration?

                   Data uses the tricorder as if it were a puppet as he 
                   opens and closes it like a mouth.

                                           DATA
                                     (making tricorder "talk")
                            No, Geordi. I have not. It is 
                            most unusual.
   
                   Data giggles and Geordi reacts with the irritation of 
                   someone listening to a very bad comedian.
     
                                           GEORDI
                            Just help me get this panel open.

                   Data helps Geordi as they try to open a panel on the 
                   casing of the probe. They open the panel and Geordi
                   looks inside.he reacts to something.

                                           GEORDI
                            Whoa. my VISOR'S picking up 
                            something in the theta band...it 
                            could be a trilithium signature.

                   Data suddenly start LAUGHING. Geordi turns in 
                   irritation.

                                           GEORDI
                            Data, this isn't the time...

                                           DATA
                                     (laughing)
                            I am sorry... but I cannot stop 
                            myself... I think something is 
                            wrong...

             64A   ANGLE (VFX-P)                                                64A

                   Data's laughter escalates into hysteria... then Data 
                   begins to JERK and SHAKE and goes into a bizarre 
                   "emotional seizure." A rush of EMOTIONS race across 
                   his face. anger, passion, shock... a kaleidoscopic 
                   blur of reactions contort his features. Then it stops 
                   and he FALLS to the ground.

                                           GEORDI
                            Data!

                   Geordi rushes to him. Data has a look of surprise on 
                   his face as he blinks a few times. He sits up.

                                           GEORDI
                            Data, are you all right?

                                           DATA
                            I believe the emotional chip has 
                            overloaded my positronic relays.

                                           GEORDI
                            We better get you back to the 
                            Ship. 
                                     (hits combadge) 
                            La Forge to Enterprise.

                   There's no response. Geordi frowns for a beat, then we 
                   hear Soran's voice.

                                           SORAN
                            Is there a problem, gentlemen?

              65   INCLUDE SORAN                                                 65

                   standing in the room. Geordi didn't hear him come in.

                                           GEORDI
                            Oh... Doctor... yeah, as a matter 
                            of fact, there is. There's a 
                            damping field in here blocking 
                            our com signal. 
                                     (re: Data) 
                            Will you give me a hand?

                   Over the above dialogue, Soran glances over at the 
                   solar probe Geordi was inspecting. He notes the opened 
                   panel and a disturbed look crosses his face. 

                   Soran looks back at Geordi.

                                           SORAN
                            I'd be happy to.

                   Soran moves toward them. and then without warning, he 
                   punches Geordi in the face, KNOCKING the VISOR across 
                   the room. He whirls around and points a phaser at 
                   Data, who suddenly looks fearful.

                                           DATA
                            Please don't hurt me.

                                                                            CUT TO:

              66   INT. PICARD'S QUARTERS                                        66

                   Picard is standing at the replicator.

                                           PICARD
                            Tea. Earl Grey. Hot.

                   The cup of tea APPEARS in the replicator and at the 
                   same moment, the door CHIMES.

                                           PICARD
                            Come.

                   Troi ENTERS. Picard would rather not be bothered right 
                   now, but he is polite as always.

                                           PICARD
                            Counselor. What can I do for you?

                                           TROI
                            Actually... I'm here to see if 
                            there's anything I can do for you.

                                           PICARD
                            Well... I appreciate your concern, 
                            but I'd rather not discuss it 
                            right now, thank you.
          
                   But Troi won't be brushed away so easily.

                                           TROI
                            I'm afraid I can't just leave it 
                            at that. The commanding officer 
                            of this ship is clearly distraught 
                            about something. As ship's 
                            Counselor, it's my duty to --

                                           PICARD
                            As ship's counselor, it's your 
                            duty to know not only when you're 
                            needed... but also when you're 
                            not.

                                           TROI
                            You can't fool an empath, Captain. 
                            I know exactly when I'm needed.

                   Picard is really not in the mood for this. His tone 
                   hardens.

                                           PICARD
                            Well, with all due respect to your 
                            Betazoid senses, I prefer to be 
                            alone right now.

                                           TROI
                            Very well. I suppose I could make 
                            out my weekly report to Starfleet
                            Command without your input. 
                                     (beat) 
                            "Admiral Lusby... regarding the 
                            unusual behavior of Jean-Luc 
                            Picard: I find him increasingly 
                            Irritable... remote... and 
                            uncooperative. I recommend forced 
                            shore leave at a Starbase facility 
                            in order to --"

                                           PICARD
                            All right, all right. You've made 
                            your point.

                   Troi takes a seat and patiently waits. Picard gets 
                   up.moves around the room for a moment...and stops. 
                   He speaks in a flat, unemotional tone of voice.

                                           PICARD
                            The message I received...
                                     (beat) 
                            My brother... and his son -- my 
                            nephew -- burned to death in a 
                            fire.

                   Troi reacts, genuinely surprised.
                                 
                                           TROI
                            Captain, I'm sorry. 
                                     (beat) 
                            I know there were a lot of 
                            unresolved conflicts between you 
                            and your brother.

                                           PICARD
                            What I can't get out of my mind is 
                            the image of Rene -- my nephew. 
                            I just can't believe he's gone...

                   He trails off.

                                           TROI
                            It's only natural to feel a 
                            heightened sense of tragedy when 
                            a child dies...
                                     (sensing more) 
                            But it goes deeper than that, 
                            doesn't it? I can sense that Rene 
                            meant a great deal to you.

                                           PICARD
                            In a way, he was as close as I 
                            ever came to having a child of my 
                            own.

                   Troi eyes an open photo album on the table. She reaches 
                   over and flips through the pages for a moment. There 
                   are many photos inside... from many periods in time
                   including one of Picard's brother standing next to his 
                   young son. This is the Picard family album.

                                           TROI
                            Your family history is very 
                            important to you, isn't it?

                                           PICARD
                                     (nods)
                            Ever since I was a little boy, I 
                            remember hearing about the family 
                            line. The Picards that fought at 
                            Trafalgar... the Picard's that 
                            settled the first Martian colony. 
                            When my brother married and had a 
                            son...

                   Picard hesitates -- this is difficult for him.

                                           TROI
                            ... You felt it was no longer your 
                            responsibility to carry on the 
                            family line.

                                           PICARD
                                     (nods)
                            My brother had shouldered that 
                            burden... allowing me to pursue my 
                            own selfish needs...

                                           TROI
                            There's nothing selfish about 
                            pursuing your own life... your own 
                            career.

                   Picard moves to the window, stares outside. A shadow 
                   crosses his face. He's getting to the heart of the 
                   matter.

                                           PICARD
                            You know, Counselor... I'm not 
                            getting any younger. For some 
                            time now, I've been aware that 
                            there are fewer days ahead than 
                            there are behind...
                                     (beat) 
                            But I always took comfort in the 
                            fact that when I was gone, my
                            family would continue. But now...

                   Picard moves back to the photo album, open it to the 
                   last page, an then flips through the remaining pages --
                   they are blank.

                                           PICARD
                            I've had brushes with death...
                            more than I care to contemplate. 
                            I always accepted it as a 
                            calculated risk that goes along 
                            with wearing this uniform. 
                                     (beat) 
                            But now... the idea of death has 
                            a terrible sense of finality to 
                            it.

                   He looks at her.

                                           PICARD
                            I'm the last Picard.

                   A quiet beat as Troi considers him.

                                           TROI
                            Captain, perhaps we --

                   Suddenly, a BLINDING BURST OF LIGHT  from outside the 
                   windows washes into the room. Troi and Picard rush to 
                   the window and shield their eyes against the glare.

                                           RIKER'S COM VOICE
                            Red Alert! All hands to duty 
                            stations!

                                                                            CUT TO:

             67                                                                  67
           THRU    OMITTED                                                     THRU
             68                                                                  68

             69    INT. BRIDGE (VFX-I)                                           69

                   Picard and Troi ENTER from a turbolift. Riker and Worf 
                   at their stations. The star is on the Viewscreen, 
                   getting DARKER by the second... more flaming debris 
                   is being ejected into space.

                                           PICARD
                            Report.

                                           RIKER
                            A quantum implosion has occurred 
                            within the Amargosa star. All
                            nuclear fusion is breaking down.

                                           PICARD
                            How is that possible?

                                           WORF
                            Sensor records show a solar probe 
                            was launched from the observatory 
                            a few moments ago.

                                           RIKER
                            The star's going to collapse in a 
                            matter of minutes.

                   Something beeps on Worf's console.

                                           WORF
                            Sir, the implosion has produced 
                            a level twelve shock wave.

                                           TROI
                                     (shocked)
                            Level twelve? That'll destroy 
                            everything in this system.

                                           TRANSPORTER COM VOICE
                            Transporter room to Bridge. I 
                            can't locate Commander La Forge or
                            Mister Data, sir.

                                           RIKER
                                     (to Worf)
                            Did they return to the ship?

                                           WORF
                                     (works)
                            No, sir. They are not aboard.

                                           PICARD
                            How long until the shock wave hits 
                            the observatory?

                                           WORF
                            Four minutes, forty seconds.

                   Picard looks at Riker, who then quickly heads for the 
                   turbolift.

                                           RIKER
                            Mister Worf.

                   Riker and Worf EXIT.

              70   EXT. SPACE- THE STAR (VFX-I)                                  70

                   The star is almost entirely dark. Radiating out from the 
                   star is a huge shock wave- a rapidly growing sphere of 
                   energy.

              71   INT. OBSERVATORY PROBE ROOM (VFX-P)                           71

                   Soran is standing at a console watching a graphic 
                   depiction of the star's collapse on a monitor when the 
                   door suddenly opens. Soran whirls around and FIRES his 
                   phaser at Riker and Worf. They dive for cover just 
                   outside the room. (NOTE: The probe Geordi examined 
                   earlier is now gone.)

                                           RIKER
                                     (to Worf)
                            What the hell's he doing?

                   Worf dodges another phaser blast and sees Geordi lying 
                   unconscious on the deck. Data is nowhere to be seen.

                                           PICARD'S COM VOICE
                            Enterprise to Commander Riker, you 
                            have two minutes left.

                                           RIKER
                                     (yells to Soran)
                            Soran, did you hear that? There's 
                            a level twelve shock wave coming.
                            We've got to get out of here!

                   Soran's only answer is another phaser blast.

             71A   OMITTED                                                      71A

               72  INT. BRIDGE                                                   72

                   As before. ENSIGN HAYES is at Tactical. An ALARM 
                   suddenly BEEPS on the Tactical console.

                                           HAYES
                                     (urgent)
                            Sir. A Klingon Bird of Prey is 
                            decloaking off the port bow.

                   Shocked reactions.

                                           PICARD
                            What?

              73   EXT. SPACE (VFX-I)                                            73

                   as an old-style Klingon Bird of Prey decloaks near the 
                   observatory.

              74   INT. OBSERVATORY PROBE ROOM (VFX-P)                           74

                   Soran is continuing to SHOOT at Riker and Worf. Riker 
                   suddenly notices something off-camera.

             74A   RIKER'S POV                                                  74A

                   Data is huddled in a corner of the room, cowering in 
                   fear.

             74B   NEW ANGLE (VFX-P)                                            74B

                   The firefight continues.

                                           RIKER
                            Data! See if you can get to 
                            Geordi!

                   Data looks up at him with a terrified look on his face.

                                           DATA
                            I... cannot, sir. I believe I 
                            Am... afraid.

                   Suddenly Soran's communicator BEEPS. Soran reaches 
                   down and grabs the unconscious Geordi by the collar and 
                   the two of them DEMATERIALIZE. (Soran has the VISOR in
                   his hand.) Riker, Data and Worf react.

              75   EXT. SPACE - THE KLINGON SHIP (VFX-I)                         75

                   The Bird of Prey cloaks and vanishes.

              76   INT. BRIDGE                                                   76

                   As before.

                                           TRANSPORTER COM VOICE
                            Transporter room to Bridge. I 
                            have the Away Team aboard, sir.

                                           PICARD
                                    (to Con)
                            Helm, warp one, engage.

              77   EXT. SPACE - ENTERPRISE & OBSERVATORY (VFX-I)                 77

                   The Enterprise warps away just as the shock wave 
                   reaches the observatory and vaporizes it in a fiery 
                   EXPLOSION.

                                                                            CUT TO:

              78   INT. KLINGON BIRD OF PREY - BRIDGE                            78

                   On a monitor where we can see a graphic depiction of 
                   the darkening star and shock wave. MOVE TO REVEAL

                   We are the inside an old Klingon ship - it's beaten up and 
                   patched in several places, obviously not a first-line 
                   model. Watching the Viewscreen are LURSA and B'ETOR, 
                   two powerful-looking Klingon women... They are sisters. 
                   aggressive... seductive... and very dangerous. Several N.D. 
                   male Klingons man the various stations.

                   The sisters stare at the image of the destroyed sun in 
                   awe.

                                           B'ETOR
                            Toh-pak-cha... 
                            (Glorious...)

                                           LURSA
                            HoS qorDu... 
                            (A great power...)

                   Soran now ENTERS the Bridge. His expression is dark 
                   and angry. He is clearly not a prisoner here and he 
                   strides up to the sisters.

                                           B'ETOR
                                     (excited, to Soran)
                            You've done it, Soran.

                   But without warning, Soran HITS B'Etor squarely in the 
                   jaw, knocking her back over a console. Several 
                   Klingons leap to their feet, drawing their weapons...
                   but B'Etor holds up a hand as she gets to one knee.

                                           B'ETOR
                            Wait!

                   She dabs a trickle of blood at the corner of her 
                   mouth... her expression is angry and threatening.

                                           B'ETOR
                            I hope for your sake that you are 
                            initiating a mating ritual.
          
                                           SORAN
                            You got careless. The Romulans 
                            came looking for their missing 
                            trilithium.

                                           B'ETOR
                            Impossible. We left no survivors 
                            on their outpost.

                   B'Etor has now gotten to her feet in the b.g.

                                           SORAN
                            They knew it was aboard the 
                            observatory. If the Enterprise 
                            hadn't intervened, they would have 
                            found it.

                                           LURSA
                            But they didn't find it... and now 
                            we have a weapon of unlimited 
                            power.

                                           SORAN
                            I have the weapon, Lursa. And if 
                            you ever want me to give it to 
                            you, I advise you to be a little 
                            more careful in the future.

                   B'Etor grabs Soran and holds a wicked-looking knife to 
                   his throat.

                                           B'ETOR
                            Perhaps we are tired of waiting.

                   Soran is unfazed by this threat.

                                           SORAN
                            Without my research... the
                            trilithium is worthless... as are 
                            your plans to reconquer the 
                            Klingon Empire.

                   Lursa reaches out and calmly pushes her sister's knife 
                   away.

                                           SORAN
                            Set course for the Veridian 
                            system. Maximum warp.

                                           LURSA
                                     (to Helm)
                            Bosh-ta-JaH Veridian 
                            (Set course for Veridian)

                   A KLINGON GUARD ENTERS dragging the unconscious Geordi.

                                           KLINGON GUARD
                            What shall I do with this?

                   Soran moves toward Geordi, a grim look on his face.
  
                                           SORAN
                            Bring him with me. I need some 
                            answers from Mr. La Forge.

                   Soran EXITS.

                                                                            CUT TO:

              79   OMITTED                                                       79

              80   INT. CORRIDOR                                                 80

                   Riker and Worf are on the move down the corridor.

                                           WORF
                            I have spoken to the Klingon High 
                            Council, sir. They identified the 
                            Bird of Prey as belonging to the 
                            Duras sisters.

                                           RIKER
                                    (surprised)
                            Lursa and B'Etor...? This doesn't 
                            make any sense. A renowned 
                            stellar physicist somehow uses a 
                            trilithium probe to destroy a 
                            star, kidnaps Geordi... and 
                            escapes with a pair of Klingon 
                            renegades... Why? What the hell's 
                            going on?

                   They EXIT to...

              81   INT. SICKBAY                                                  81

                   Worf and Riker ENTER. Beverly is closing a panel on 
                   the back of Data's head. He is sitting on a bio-bed, 
                   scanning himself with a tricorder.

                                           RIKER
                            How is he?

                                           BEVERLY
                            It looks like a power surge fused 
                            the emotional chip into his neural
                            net.

                                           WORF
                            Will that be a danger to him?

                                           BEVERLY
                            I don't think so. The chip still 
                            seems to be working. I'd feel 
                            better if I could take a closer
                            look, but I can't remove it 
                            without completely dismantling his 
                            cerebral conduit.

                                           RIKER
                                     (to Data)
                            Looks like you're stuck with 
                            emotions for a while. How do you 
                            feel?

                                           DATA
                            I am quite... preoccupied with 
                            concern about Geordi.

                                           RIKER
                            We all are, Data. But we're going 
                            to get him back.

                                           DATA
                            I hope so, sir.

                   Data's expression is still one of concern. Beverly 
                   pulls Riker aside.

                                           BEVERLY
                            Wil, I checked into Doctor Soran's 
                            background.

                   Beverly activates the wall monitor and a picture of 
                   Doctor Soran along with some biographical information 
                   appears.

                                           BEVERLY
                            He's an El-Aurian... over three 
                            hundred years old. He lost his 
                            entire family when the Borg 
                            destroyed his world. Soran 
                            escaped with a handful of other 
                            refugees aboard a ship called the 
                            Lakul. The ship was destroyed by 
                            some kind of energy ribbon, but 
                            Soran and forty-six others were 
                            rescued by the Enterprise-B.

                                           RIKER
                                     (reacts)
                            That was the mission where James 
                            Kirk was killed.

                                           BEVERLY
                            I checked the passenger manifest 
                            of the Lakul... guess who else was 
                            on board?

                   She hits a control and suddenly Guinan's face appears 
                   on the screen. Riker reacts to the image...

                                                                            CUT TO:

              82   INT. GUINAN'S QUARTERS                                        82

                   Close on Guinan as she looks up, surprised.

                                           GUINAN
                            Soran? That's a name I haven't 
                            heard in a long time.

                   MOVE TO REVEAL Guinan's Quarters, which are unlike any
                   of the others on the Enterprise. None of the standard 
                   furniture, consoles or decoration are present. The 
                   floor is made of tile, not carpet... the walls are 
                   draped in exotic fabric. The lighting is moody and 
                   subdued.

                   Picard is standing before Guinan, who is sitting cross-
                   legged on the floor. They talk to each other with an 
                   easy familiarity... two old friends who know each 
                   other well.

                                           PICARD
                            Do you remember him?

                                           GUINAN
                            Oh yes. I remember everyone who 
                            was on the Lakul... every face.
                            even the ones who didn't make 
                            it...

                   Guinan stands and begins to move about the room...
                   she's clearly troubled by the memories. She hesitates, 
                   looks off into the middle-distance for a few moments. 
                   Picard moves to her.

                                           PICARD
                            Guinan. It's important that you 
                            tell me what you know. We think 
                            Soran's developed a weapon... a 
                            terrible weapon. It might give 
                            him enough power to --

                                           GUINAN
                            Soran doesn't care about power or 
                            weapons. All he cares about is 
                            getting back to the Nexus.

                                           PICARD
                            What's the "Nexus"?

                   Guinan moves to a table and begins to shift around some 
                   exotic-looking alien artifacts... distracting 
                   herself... this is difficult for her to discuss.

                                           GUINAN
                            It's a place I've tried very hard 
                            to forget...

                   She makes the decision to plunge ahead.

                                           GUINAN
                            That ribbon isn't just some random 
                            energy phenomenon traveling 
                            through space... it's a doorway. 
                            It leads to another place... the 
                            Nexus. It doesn't exist in our 
                            Universe... and it doesn't play by 
                            the same rules either.

                                           PICARD
                            What happened to you?

                                           GUINAN
                            I can't remember very much... what 
                            it looked like or how long I was
                            there... but I do remember how it 
                            felt...

                   She turns to him and her face is filled with some kind 
                   of awe at the memory.

                                           GUINAN
                            It was like being inside... joy. 
                            As if joy was a real thing that I
                            could wrap around myself. I've 
                            never been so content...

                   A long beat as Picard absorbs her words.

                                           PICARD
                            But then you were beamed away...

                   Guinan shows a rare burst of anger.

                                           GUINAN
                            I was pulled away. I didn't want 
                            to leave; none of us did. I felt 
                            like I'd left a part of myself 
                            behind. All I could think about 
                            was getting back... I didn't care 
                            what I had to do.

                   Guinan moves to a window and looks out at the stars.

                                           GUINAN
                            It took a long time, but 
                            eventually I learned to live with 
                            it. And I began to realize that 
                            my experience in the Nexus had 
                            changed me...
                                     (beat)
                            I knew things about people...
                            about events...about time...

                                           PICARD
                            Your "sixth sense"... I've always 
                            wondered where it came from...
                                     (beat) 
                            And what about Soran?

                                           GUINAN
                            Soran may still be obsessed with 
                            getting back. And if he is, he'll 
                            do anything to find that doorway 
                            again.

                                           PICARD
                            But why destroy a star...? 
                                     (beat) 
                            Thank you, Guinan.

                   He heads for the door.

                                           GUINAN
                            Let someone else do it, Jean-Luc.

                   Picard stops, looks at her.

                                           GUINAN
                            Let them send another starship. 
                            Don't get near the ribbon. If you 
                            go into that Nexus, you're not 
                            going to care about Soran or the 
                            Enterprise or me. All you're 
                            going to care about is how it 
                            feels to be there.
                                    (beat) 
                            And you're never going to come 
                            back.

                   Picard weighs her words... sees the warning in her 
                   eyes... and carefully backs away and EXITS.

                                                                            CUT TO:

              83   INT. KLINGON BIRD OF PREY - QUARTERS (VFX-P)                  83

                   A dimly-lit room somewhere in the bowels of the Klingon 
                   ship. Like every other room on this decrepit ship, the 
                   room looks well-worn and ill-maintained. Soran is 
                   seated behind a table, holding the VISOR. A PADD and 
                   Soran's pocket watch sit on the table. Geordi is 
                   sitting in a chair across from him -- his shirt has 
                   been removed. He looks very tense.
                                
                                           SORAN
                                     (re: VISOR)
                            A remarkable piece of equipment...
                            but a little inelegant, wouldn't 
                            you say? 
                                     (beat) 
                            Have you ever considered a 
                            prosthesis that would make you 
                            look a little more... normal?

                                           GEORDI
                            What's normal?

                                           SORAN
                            Normal is what everyone else is...
                            and what you are not.

                                           GEORDI
                            What do you want?

                   Soran takes a moment.

                                           SORAN
                            As you may or may not be aware, I 
                            am an El-Aurian. Some people call 
                            us a race of "listeners". We 
                            listen. 
                                     (beat) 
                            Right now, Mr. La Forge, you 
                            have my undivided attention. I 
                            want to listen to everything you 
                            know about trilithium. and me.

                   Geordi thinks.

                                           GEORDI
                            Trilithium is an experimental 
                            compound developed by the 
                            Romulans. I think it's a 
                            derivative of --

                   Soran picks up the PADD from the desk and activates it. 
                   Suddenly something small, with sharp edges, can be 
                   seen MOVING just underneath Geordi's skin near his 
                   chest. Geordi moves his hand to the spot, but then the 
                   protrusion is suddenly gone.

                                           SORAN
                            I don't want a science lecture. 
                            You were on that observatory 
                            looking for trilithium... why?

                                           GEORDI
                            I was ordered to by the Captain.

                   On the PADD in Soran's hand, we can now see an interior 
                   graphic of Geordi's body sitting in the chair. The 
                   graphic is interactive, moving as Geordi moves. 
                   A BLINKING DOT represents the movement of the probe 
                   inside his body. Right now, the dot is in the middle 
                   of his chest.

                                           SORAN
                            Let's try to move beyond the usual 
                            prisoner-interrogator banter, 
                            shall we? You have information, 
                            and I need it. 
                                     (beat) 
                            Did the Captain explain his orders 
                            to you? Did he say why you were 
                            searching for trilithium?

                                           GEORDI
                            No.

                                           SORAN
                            What about... Guinan? What has 
                            she told you about me?

                                           GEORDI
                            Guinan? I don't know what you're 
                            talking about...

                   On the PADD, we now see the dot has moved to a position 
                   next to Geordi's heart. Soran looks up at Geordi.

                                           SORAN
                            My instincts tell me you're lying. 
                            And I know that can't be easy for
                            you... 
                                     (off PADD) 
                            I can see you have a good heart.

                   Soran taps a control on the PADD. Suddenly Geordi
                   grabs his chest in pain. Soran watches Geordi for a 
                   few seconds, then taps the PADD again. Geordi gasps 
                   and starts to breathe.

                                           SORAN
                            Oh... I forgot to tell you. While 
                            you were unconscious, I injected 
                            a nano-probe into your 
                            bloodstream. It's been navigating 
                            your cardiovascular system... and 
                            right now I've attached it to your 
                            left ventricle. 
                                     (smiles) 
                            A little trick I picked up 
                            from the Borg.

                                           GEORDI
                                     (gasping)
                            Yeah... they're full of great 
                            ideas.

                                           SORAN
                            I just stopped your heart for five 
                            seconds. It felt like an 
                            eternity, didn't it? Did you know 
                            that you can stop the human heart 
                            for up to ten minutes before the 
                            onset of brain damage?

                                           GEORDI
                            No... I didn't know that...

                                           SORAN
                            We learn something new about 
                            ourselves every day. 
                                     (beat) 
                            Now. Maybe I didn't make myself 
                            clear. It is very important that 
                            you tell me exactly what Captain 
                            Picard knows.

                                           GEORDI
                            I told you everything... you might 
                            as well just kill me right now...

                   Soran's features soften as he smiles slightly. For a 
                   moment, he looks genuinely compassionate -- and it's 
                   a disturbing contrast to his usual dark intensity.

                                           SORAN
                            I'm not a killer, Mr. La Forge. 
                                     (beat) 
                            Let's try thirty seconds.

                   Soran taps a control on the PADD. Geordi gasps and 
                   strains against an unimaginable pain.

                   Soran picks up his pocket watch and opens the cover...
                   sits back in his chair, watching the seconds tick
                   away...

                                                                            CUT TO:

              84   INT. STELLAR CARTOGRAPHY (VFX-P)                              84

                   A room filled with exotic-looking devices, sensors and 
                   computers which handle the enormous task of tracking 
                   the ship's position in space. 

                   The monitors around the room display various diagrams 
                   of the ENERGY RIBBON (as seen in the beginning of the 
                   film).

                   Data is sitting at a computer console which has a great 
                   deal of complex information on the screen. Picard is 
                   standing next to him. Throughout the following, Data 
                   seems distracted and preoccupied.
                                
                                           DATA
                            According to our information, the 
                            ribbon is a conflux of temporal 
                            energy which travels through our 
                            galaxy every thirty-nine point one 
                            years

                                           PICARD
                            When is it expected back?

                   Data doesn't answer right away.

                                           PICARD
                            Data?

                                           DATA
                            Sorry, Captain. The Ribbon has 
                            already entered the galaxy. It 
                            will pass through this sector in 
                            approximately thirty-one hours.

                   Picard moves about the room... he's frustrated... 
                   tired... but determined to find out what's going on.

                                           PICARD
                            Guinan said Soran was trying to 
                            get back to the ribbon... if 
                            that's true, then there must be 
                            some connection with the Amargosa 
                            star.

                                           DATA
                            The star's destruction has had 
                            numerous astro-physical effects 
                            within this sector. However, none 
                            of them appear to have a 
                            connection to the energy ribbon.

                                           PICARD
                            Give me a list of those effects. 
                            I want to know every single thing 
                            which has been altered or 
                            changed... no matter how 
                            insignificant...

                                           DATA
                            It will take a few moments for the 
                            computer to compile the 
                            information.

                   Data works the computer and then the computer begins to 
                   work. Data sighs -- his expression becomes downcast 
                   and gloomy. He sits down and puts his head in his 
                   hands. Picard finally has to say something.

                                           PICARD
                            Data, are you all right?

                                           DATA
                            No, sir. I am finding it 
                            difficult to concentrate... I 
                            believe I am overwhelmed with 
                            feelings of... remorse and regret 
                            concerning my actions on the 
                            observatory.

                                           PICARD
                            What do you mean?

                                           DATA
                            I wanted to save Geordi... I 
                            tried. but I experienced 
                            something I did not expect. 
                                     (beat) 
                            I believe it was fear.

                   Picard regards him sympathetically.

                                           PICARD
                            Fear is a very difficult emotion 
                            to overcome. It's something we 
                            all have to learn to deal with.

                                           DATA
                            But I did not deal with it, sir. 
                            I let it prevent me from helping 
                            my friend. 
                                     (beat) 
                            Does that make me a coward?

                                           PICARD
                            No. And what you must try to 
                            avoid is becoming consumed by 
                            another emotion which I believe 
                            you're beginning to experience...
                            guilt.

                                           DATA
                                     (considers)
                            Guilt. It is a most unpleasant 
                            feeling.

             84A   ANGLE (VFX-P)                                                84A

                   The computer finishes its calculations and the console 
                   BEEPS. Data works the console. Information appears on 
                   screen.

                                           DATA
                            According to our current 
                            information, the destruction of 
                            the Amargosa star has had the 
                            following effects in this sector: 
                            gamma emissions have increased by
                            five percent... the starship 
                            Bozeman was forced to make a
                            course correction... a research
                            project on Gorik Four was 
                            halted due to increased neutrino 
                            particles... ambient magnetic 
                            fields have decreased by --

                                           PICARD
                            Wait. The Bozeman... why did it 
                            change course?

                                           DATA
                                     (matter of fact)
                            The destruction of the Amargosa 
                            star has altered the gravitational
                            forces throughout the sector. Any 
                            ship passing through this region 
                            will have to make a minor course 
                            correction.

                   Picard is starting to get an idea... he's onto 
                   something here. He moves to a large table in the 
                   center of the room.

                                           PICARD
                                     (musing)
                            A minor course correction... 
                                     (beat) 
                            Where is the ribbon now?

            84B    ANGLE (VFX-P)                                                84B

                   Data moves to the table to work. after a few beats, 
                   an elaborate map of the galaxy springs up on the 
                   ceiling of the room. A BLINKING DOT shows the position 
                   of the ribbon.

                                           DATA
                            This is its current position.

                                           PICARD
                            Can you project its course?

                   Data hesitates... still obsessed with his own emotional 
                   turmoil. Picard finally has to lay down the law.

                                           PICARD
                                     (firm)
                            Data. I have nothing but sympathy 
                            for what you're going through. 
                            But right now, I need your full 
                            attention on the task at hand.  
                            If you can't provide it... then I'll 
                            have to relieve you of duty until 
                            Doctor Crusher can remove this.
                            emotion chip of yours. I'm sorry, 
                            but you leave me no other choice.

                   This snaps Data back... he considers this for a long 
                   moment, then looks  determined.

                                           DATA
                            I do not wish to remove the chip, 
                            sir. Although these emotions are
                            proving difficult to deal with...
                            I cannot imagine going back to a 
                            life without them. I have taken 
                            an important step toward becoming 
                            truly human. If I were to turn 
                            back now...
                                     (beat) 
                            I would like to continue in my 
                            duties, sir.

                   Picard smiles at him.

                                           PICARD
                            Courage is an emotion too, Data. 
                                     (beat) 
                            Now... can you project the course
                            of the ribbon?

                                           DATA
                            I believe so.

             84C   ANGLE (VFX-P)                                                84C

                   Data works the console. A RED LINE moves to form an 
                   arc through the star field. Picard examines the display 
                   for a moment and nods... he's excited, on to 
                   something...

                                           PICARD
                            Enhance grid A-nine.

                   Data works and the display now ZOOMS into a single 
                   SECTOR. The RED LINE cuts through the sector.

                                           PICARD
                            Where was the Amargosa star?

                   Data works. A STAR is highlighted near the red line.

                                           PICARD
                            Now... you said the gravitational
                            forces in this sector have been 
                            altered... could that also affect 
                            the course of the ribbon?

                                           DATA
                                     (thinks)
                            I believe so.

             84D   ANGLE (VFX-P)                                                84D

                   Data works and holographic display CHANGES again. 
                   The red line representing the course of the ribbon now 
                   shifts to the right -- AWAY from the Amargosa star's 
                   position. Picard is beginning to realize what's going on.

                                           PICARD
                            That's what Soran's doing... he's 
                            changing its course. 
                                     (beat) 
                            But why? Why try to alter its 
                            path... why not simply fly into it 
                            with a ship?

                   Data thinks for a moment.

                                           DATA
                            Our records show that every ship 
                            which has approached the ribbon 
                            has either been destroyed or 
                            severely damaged.

                   Picard thinks about this... then has a flash of 
                   insight.

                                           PICARD
                            He can't go to the ribbon... so 
                            he's trying to make the ribbon 
                            come to him.
                                     (beat) 
                            Data, is it going to pass near any 
                            M-Class planets?

                                           DATA
                                     (works)
                            Yes, sir. There are two in the 
                            Veridian system.

             84E   ANGLE (VFX-P)                                                84E

                   The display ZOOMS IN on a star very close to the 
                   ribbon's path. We now see a SOLAR SYSTEM with a single 
                   star and FOUR PLANETS. The RED LINE moves directly 
                   through the system -- it passes very close to the third
                   planet. Picard eyes that planet and points to it.

                                           PICARD
                            It's very close to Veridian 
                            Three... but not close enough...

                   Picard's mind is going a mile a minute. He suddenly 
                   has a horrible realization.

                                           PICARD
                            Data, what would happen to the 
                            ribbon's path if he destroyed the
                            Veridian star itself?

             84F   ANGLE (VFX-P)                                                84F

                   Data works. On the display, the Veridian star suddenly 
                   DARKENS and GOES OUT. The RED LINE shifts slightly 
                   until it makes an exact INTERSECTION WITH THE THIRD 
                   PLANET. They both react to this sight. they're both 
                   aware of just how serious this is.

                                           PICARD
                            That's where he's going.

                                           DATA
                            It should be noted, sir, that the 
                            collapse of the Veridian star 
                            would produce a shock wave similar 
                            to the one we observed at 
                            Amargosa.

                                           PICARD
                                     (grim)
                            And destroy every planet in the 
                            system.

                   Picard eyes the graphic with a sense of dread.

                                           PICARD
                            Are any of them inhabited?

                                           DATA
                            Veridian Three is uninhabited.
                            but Veridian Four supports a pre-
                            industrial humanoid society.

                                           PICARD
                            Population?

                                           DATA
                            Approximately two hundred thirty 
                            million.

                   A grim beat.

                                           PICARD
                                     (to com)
                            Picard to Bridge.

                                           WORF'S COM VOICE
                            Worf here, sir.

                   Picard heads for the exit, a sense of urgency and 
                   determination in his every move.

                                           PICARD
                            Red Alert, Mister Worf. Set a 
                            course for the Veridian system, 
                            maximum warp.

                   Picard and Data EXIT Stellar Cartography.

              85   EXT. SPACE - THE ENTERPRISE (VFX-I)                           85

                   as it goes into warp.

                                                                            CUT TO:

              86   INT. KLINGON BIRD OF PREY - BRIDGE                            86

                   Lursa and B'Etor in command as Soran ENTERS.

                                           LURSA
                            Did you get anything from the 
                            human?

                                           SORAN
                            No. His heart just isn't in it.

                                           KLINGON HELM
                                     (off console)
                            We have entered orbit of Veridian 
                            Three.

                                           SORAN
                            Prepare to transport me to the 
                            surface.

                                           B'ETOR
                            Wait. When do we get our payment?

                   Soran hands B'Etor a small computer CHIP.

                                           SORAN
                            This contains all the information 
                            you'll need to build a trilithium
                            weapon. It's been coded. Once 
                            I'm safely to the surface, I'll 
                            transmit the decryption sequence 
                            to you... not before.

                                           KLINGON HELM
                                     (urgent)
                            Mistress! -- a Federation starship 
                            is entering the system!

                                           LURSA
                            What? On viewer.

             86A   ANGLE (VFX-P)                                                86A

                   The Helm works. The view screen now shows the 
                   Enterprise at impulse entering the system. Reactions.

                                           KLINGON HELM
                            They are hailing us.

                                           B'ETOR
                            Du'cha (On speakers.)

                   The Helm works. We hear PICARD'S COM VOICE.

                                           PICARD'S COM VOICE
                            Klingon vessel. We know what 
                            you're doing, and we will destroy 
                            any probe launched toward the 
                            Veridian star.

                   Soran's expression darkens.

                                           B'ETOR
                            What do we do?

                   Soran checks his watch.

                                           SORAN
                            There's no time for this. 
                            Eliminate them.

                                           B'ETOR
                                     (reacts)
                            That is a Galaxy class Starship. 
                            We are no match for them.

                   Soran thinks for a moment... then  he gets an idea. He 
                   pulls Geordi's VISOR out of a pocket. He eyes it with 
                   intent.

                                           SORAN
                            I think it's time we gave Mister 
                            La Forge his sight back.

                   Off Lursa and B'Etor's curiosity...

                                                                            CUT TO:

              87   EXT. SPACE - THE ENTERPRISE (VFX-I)                           87

                   nearing Veridian Three. The planet's STAR is visible.
    
              88   INT. BRIDGE                                                   88

                   Picard is pacing. Riker, Data, Worf, Troi, N.D.s at 
                   their stations. The ship is at Red Alert. Data's mood 
                   has improved. He's making an effort to keep a positive 
                   outlook... to stay upbeat.

                                           RIKER
                            Maybe they're not out there.

                                           PICARD
                            They're just trying to decide 
                            whether a twenty year-old Klingon 
                            Bird of Prey is any match for the 
                            Federation flagship.

                                           TROI
                            Or perhaps they're on the 
                            surface...

                                           PICARD
                            Mister Data, scan the planet for 
                            life forms.

                   Data smiles, delighted at the request.

                                           DATA
                            I was hoping you would ask me to 
                            do that, Captain. I just love to 
                            scan for life forms.

                   As Data works, he breaks into a merry little song.

                                           DATA
                                     (sings)
                            "Life forms... tiny little 
                            life forms... where are the 
                            life forms --"

                                           PICARD
                            Commander.

                                           DATA
                            Sorry, sir. 
                                     (works) 
                            There is too much interference in 
                            the planet's ionosphere for an 
                            accurate reading.

                   Worf turns to Picard.

                                           WORF
                            Sir, according to my calculations, 
                            a solar probe launched from either
                            the Klingon ship or the planet's 
                            surface will take eleven seconds 
                            to reach the star. 
                                     (beat) 
                            However, since we do not know the 
                            exact point of origin, it will 
                            take us between eight and fifteen 
                            seconds to lock our weapons onto 
                            it.

                   They exchange a grim look.

                                           RIKER
                                     (quiet, to Picard)
                            That's a pretty big margin of 
                            error.

                                           PICARD
                            Too big. How long until the 
                            ribbon arrives?

                                           DATA
                            Approximately forty-seven minutes, 
                            sir.

                                           PICARD
                                     (disturbed)
                            I have to find a way to get to 
                            Soran...

                   An alarm goes off on Worf's console.

                                           WORF
                            Captain, Klingon vessel decloaking 
                            directly ahead.

             88A   ANGLE (VFX-I)                                                88A

                   On the view screen, the Bird of Prey decloaks.

                                           WORF
                            They are hailing.

                                           PICARD
                            On screen.

             88B   ANGLE (VFX-P)                                                88B

                   On the view screen, Lursa and B'Etor APPEAR.

                                           LURSA
                            Captain. What an unexpected 
                            pleasure.

                                           PICARD
                            Lursa, I want to talk to Soran.

                                           LURSA
                            I'm afraid the Doctor is no longer 
                            aboard our ship.

                                           PICARD
                            Then I'll beam down to his 
                            location. Just give us his 
                            coordinates.

                                           B'ETOR
                            The Doctor values his privacy. He 
                            would be quite... upset if an 
                            Away Team interrupted him.

                                           PICARD
                            Very well... I'll beam to your 
                            ship and you can transport me to 
                            Soran...

                                           RIKER
                                     (urgent)
                            Sir, you can't trust them. 
                            They'll kill you just like they 
                            Killed Geordi.

                   Lursa and B'Etor exchange a glance.

                                           LURSA
                                     (innocent)
                            We did not kill your Engineer. 
                            He's been... our guest.

                                           RIKER
                            Then return him.

                                           B'ETOR
                            In exchange for what?

                                           PICARD
                            Me... If you let me speak to 
                            Soran.

                   The two sisters appear to consider this for a moment.

                                           B'ETOR
                                     (to Lursa)
                            The Captain would make a much more 
                            valuable hostage.

                                           LURSA
                                     (to Picard)
                            We'll consider it a prisoner 
                            exchange.

                                           PICARD
                            Agreed.

                   The transmission ENDS. Picard heads for the Turbolift.
                                 
                                           PICARD
                            Number One, you have the Bridge. 
                            Have Doctor Crusher meet me in
                            Transporter Room Three.

                   As Picard EXITS...

                                                                            CUT TO:

              89   INT. TRANSPORTER ROOM (VFX-P)                                 89

                   Picard stands on the platform. Crusher and NURSE OGAWA 
                   stand nearby. The TRANSPORTER CHIEF works his console.

                                           CHIEF
                            Receiving the coordinates, Captain.

                                           PICARD
                            Energize.

                   Picard DEMATERIALIZES -- and at the same instant, 
                   Geordi MATERIALIZES. Beverly and Ogawa rush to his 
                   aide, pull out their tricorders and scan him. Geordi
                   is conscious, and he's wearing his VISOR.

                                                                            CUT TO:

              90   EXT. MOUNTAINTOP - DAY (VFX-P)                                90
          
                   A large plateau ringed with trees and underbrush. A 
                   single ROCK FACE juts upward, forming a backdrop for the 
                   plateau. Against the rock face, a large SCAFFOLDING has 
                   been erected -- planks and beams forming a complex 
                   structure -- ladders connect each level. It leads to 
                   a narrow ledge a dozen meters above.

                   Picard MATERIALIZES on the plateau. (NOTE: Picard's 
                   combadge is gone and he is unarmed.) A moment as he 
                   looks around. strange animals and birds can be heard. 

                   He turns and sees Soran standing nearby, calmly looking 
                   at his pocket watch. Soran puts the watch away.

                                           SORAN
                            You must think I'm quite the 
                            madman.

                                           PICARD
                            The thought had crossed my mind...

                                           SORAN
                            The only possible reason you're 
                            here is because you're not 
                            entirely confident you can shoot 
                            down my probe after all. So 
                            you've come to dissuade me from 
                            my horrific plan. 
                                     (beat) 
                            Good luck.

                   Soran turns his back on Picard and walks away.

             90A   ANGLE (VFX-P)                                                90A

                   Picard takes a step to follow him and then is JOLTED
                   backward by a large FORCEFIELD which briefly flashes 
                   into view. The field completely surrounds the plateau, 
                   enclosing Soran and the scaffolding, with Picard on the 
                   outside. OFF Picard's surprise...

                                                                            CUT TO:

              91   INT. KLINGON BIRD OF PREY- BRIDGE (VFX-P)                     91

                   The Klingon Navigator is working his console.

                                           KLINGON HELM
                            I have established the link.

                                           LURSA
                            Put it through over here.

                   Lursa and B'Etor move to one of the consoles with a 
                   large monitor. The screen shows STATIC for a few 
                   seconds, then clears to a distorted view of a CEILING
                   on the ENTERPRISE -- this is GEORDI'S POV. (NOTE: The 
                   POV is slightly fritzed, but free of the usual VISOR
                   effects.)

                                           LURSA
                            It's working...

                                           B'ETOR
                            Where is he?

                   Suddenly, Crusher's face looms large in the picture, as 
                   if she's leaning over Geordi. She smiles and starts 
                   talking. We can see her lips move, but we can't hear 
                   what she's saying.

                                           BEVERLY
                                     (silent)
                            Don't worry, there's been no 
                            permanent damage. Your heart is 
                            perfectly fine. There's been a 
                            little arterial damage...

                   Lursa and B'Etor pull back in surprise at the image.

                                           B'ETOR
                            Human females are so repulsive.

                                                                            CUT TO:

              92   INT. SICKBAY - CONTINUOUS                                     92

                   Beverly is leaning over La Forge, who is on a bio-bed. 
                   mid-conversation.
                                 
                                           BEVERLY
                            ... and some myocardial 
                            degeneration. I'm going to give 
                            you some hematozine, and I want to 
                            run more tests... but I think 
                            you're going to be fine.

                                           GEORDI
                            Thanks, Doc.

                                                                            CUT TO:

              93   EXT. MOUNTAINTOP - DAY                                        93

                   Picard is walking the perimeter of the invisible 
                   forcefield, looking for some way in. Soran is 
                   concentrating on his PADD as Picard tries to engage him 
                   on some level.

                                           PICARD
                            You don't need to do this, 
                            Soran... I'm sure we could find 
                            another way to get you into this 
                            Nexus.

             93A   ANGLE (VFX-P)                                                93A

                   Soran gets up and works his control PADD. Suddenly a 
                   probe LAUNCHER DECLOAKS  in the middle of the plateau. 
                   The launcher is a cylindrical apparatus the size of a 
                   small car. 

                   Soran goes to the launcher, steps onto it and begins 
                   working the control panel.

                                           SORAN
                                     (calm, distracted)
                            I've spent eighty years looking 
                            for another way, Captain. This is 
                            the only one. 
                                     (beat) 
                            Of course, you could always come 
                            with me. You fancy yourself an 
                            explorer. Here's a chance to 
                            explore something no human has 
                            ever experienced.

                                           PICARD
                            Not if it means killing over two 
                            hundred million people. 
                                     (beat, then with 
                                      meaning) 
                            I wonder... did your wife Leandra 
                            know that she married a man who 
                            was capable of mass murder?

                   This has touched a nerve in Soran... something dark 
                   and ugly flickers across his face.

                                           PICARD
                                     (continuing; pressing on)
                            When you tucked your children into 
                            bed... do you suppose they ever
                            suspected that their father would 
                            one day kill millions as casually 
                            as he kissed them goodnight?

                   Soran looks up at Picard... and for a moment we can see 
                   that Picard has really gotten to him here... then he 
                   finally smiles a smile that doesn't quite reach his 
                   eyes.

                                           SORAN
                            Nice try.

                                                                            CUT TO:

              94   INT. GEORDI'S BATHROOM - GEORDI'S POV                         94

                   Geordi is taking a bath. We can see his legs and feet 
                   sticking out of the water in front of him... he stands 
                   up.

                   MOVE TO REVEAL:

              95   INT. KLINGON BIRD OF PREY - BRIDGE (VFX-P)                    95

                   Lursa and B'Etor are still watching La Forge's POV on the 
                   monitor. They are bored and irritable.

                                           B'ETOR
                            I thought he was the Chief 
                            Engineer.

                                           LURSA
                            He is.

                                           B'ETOR
                            Then when is he going to 
                            Engineering?

                   The POV shows Geordi's view as he stops in front of  
                   a mirror... wipes away the steam and reveals his own 
                   reflection. Lursa and B'Etor gnash their teeth in 
                   frustration...

                                                                            CUT TO:

              96   EXT. MOUNTAINTOP - DAY                                        96

                   Soran is working intently on the Launcher's Control 
                   Panel. Picard is still walking the perimeter of the 
                   Forcefield. he's also still trying to engage Soran, 
                   find some way to get to him.
                                 
                                           PICARD
                            What you're about to do is no 
                            different from when the Borg 
                            destroyed your world.

                   Soran continues to work... keeps his voice calm and 
                   conversational.

                                           SORAN
                            You're right. And there was a 
                            time when I wouldn't have hurt 
                            anyone. Then the Borg came... and 
                            they showed me that if there is 
                            one constant in this universe, 
                            it's death. 
                                     (beat) 
                            Afterwards, I began to realize 
                            that none of it mattered. We're 
                            all going to die anyway. It's 
                            only a question of how and when. 
                            You will too, Captain. You might 
                            contract a fatal disease... you 
                            might die in battle...

                   Soran now turns and fixes Picard with a penetrating 
                   look.

                                           SORAN
                            ... or burn to death in a fire.

                   Picard freezes at this. Soran steps off the launcher 
                   with a confident look... he moves closer to where 
                   Picard is standing.

                                           SORAN
                            You looked surprised. But you 
                            shouldn't be. I've been to the 
                            Nexus, Captain. I know things 
                            about people. 
                                     (beat) 
                            Aren't you beginning to feel time 
                            gaining on you? It's like a 
                            predator. It's stalking you. You 
                            can try to outrun it with 
                            doctors... medicines.new 
                            technologies... but in the end, 
                            time is going to hunt you down...
                            and make the kill.

                   This strikes home with Picard's own recent concerns...
                   he struggles for a moment.

                                           PICARD
                            We're all. mortal, Soran. It's 
                            one of the truths of our 
                            existence.

                                           SORAN
                            What if I told you I found a new 
                            truth...

                                           PICARD
                            The Nexus.

                                           SORAN
                            Time has no meaning there. The 
                            predator has no teeth.

                   Soran glances up at the sky expectantly, then turns 
                   away from Picard and goes back to work on the Launcher. 
                   OFF Picard's disturbed expression...

              97   INT. KLINGON BIRD OF PREY - BRIDGE (VFX-P)                    97

                   B'Etor watching the monitor, impatient. The POV shows 
                   Geordi's view of walking down a CORRIDOR. Lursa walks 
                   over to join her.

                                           LURSA
                            Where is he now?

                                           B'ETOR
                            I don't know... he bathed... now 
                            he is roaming the ship. He must 
                            be the only Engineer in Starfleet 
                            who does not go to Engineering!

                                                                            CUT TO:

              98   EXT. MOUNTAINTOP- DAY (VFX-P)                                 98
  
                   Picard continues to walk around the perimeter of the 
                   forcefield. He sees something on the ground -- a 
                   GNARLED ROOT from a large nearby tree. The root is 
                   poking out of the ground, leaving a small arch through 
                   which daylight can be seen. Picard's mind begins 
                   racing... he glances at Soran and then picks up a 
                   pebble and, while keeping his eye on the root, he tosses 
                   the pebble into the air, where it HITS the forcefield. 

                   -- The forcefield FLASHES on briefly and Picard can see 
                      that the bottom border of the field follows the contour 
                      of the root. But it does not extend underneath the arch. 

                   -- Soran turns at the sound of the crackling field.

                                           SORAN
                            Careful, Captain. That's a fifty 
                            gigawatt forcefield. I wouldn't 
                            want to see you get hurt.

                                            PICARD
                            Thank you.

                   Soran returns to working on the Launcher. but Picard 
                   looks back down at the root... then walks away, 
                   planning his next move.

                                                                            CUT TO:

             98A   INT. KLINGON BIRD OF PREY- BRIDGE                            98A

                   Lursa and B'Etor are watching the monitor of Geordi's 
                   POV with irritated expressions. On the monitor, Geordi 
                   rounds a corner and enters Engineering. 

                   The sisters lean forward eagerly.

                                           B'ETOR
                            Finally!

              99   INT. ENGINEERING                                              99

                   Geordi is talking to an engineer named FARRELL, N.D.s 
                   working in b.g. Mid-conversation.

                                           FARRELL
                            I'd like to run a Level Three 
                            diagnostic on the port plasma 
                            relays. I think one of the 
                            generators is fluctuating.

                                           GEORDI
                            Okay, let's do it.

                   They both move to consoles...

             100   INT. KLINGON BIRD OF PREY - BRIDGE (VFX-P)                   100

                   As before. On the screen, we can now see several of the 
                   monitors in Engineering. On the left side of the 
                   screen is the large cutaway view of the Enterprise. 
                   Lursa suddenly reacts to something on the screen.

                                           LURSA
                            That's it! 
                                     (to B'Etor) 
                            Replay from time index four-two-
                            nine.

                   B'Etor works. The image on their monitor RUNS BACKWARD
                   for a moment and then FREEZES. On the screen, we can 
                   see several of the monitors in Engineering. On the 
                   left side of the screen is the large cutaway view of 
                   the Enterprise. Lursa touches the diagram.

                                           LURSA
                                     (continuing)
                            Magnify this section and enhance.

                   B'Etor works. The picture ZOOMS IN on the cut-a-way 
                   graphic and SHARPENS in FOCUS. There are several 
                   blocks of numbers and text visible. Lursa studies the 
                   image.

                                           LURSA
                            Their shields are operating on a 
                            modulation of two-five-seven point
                            four...

                   The sisters exchange an excited glance, then move 
                   toward the command area.

                                           B'ETOR
                                     (calls out)
                            Adjust our torpedo frequency to 
                            match - two-five-seven point 
                            four!

                   The two sisters smile eagerly.

             101   INT. ENTERPRISE BRIDGE                                       101

                                           DATA
                                     (to Riker) 
                            Sir, I am detecting an anomalous 
                            subspace reading in Main 
                            Engineering. It may be --

                   WHAM! The ship is ROCKED HARD. Alarms go off on the 
                   Bridge.

             102   EXT. SPACE - ENTERPRISE AND KLINGON SHIP (VFX-I)             102

                   The Klingon ship is FIRING FOUR T0RPEDOES at the 
                   Enterprise. The torpedoes PASS DIRECTLY THROUGH the 
                   ship's SHIELDS and hit directly on the hull.

             103   INT. ENTERPRISE BRIDGE                                       103

                   WHAM! Another HIT.
  
                                           WORF
                                     (shocked)
                            They have found a way to penetrate 
                            our shields.

                                           RIKER
                            Lock phasers and return fire!

             104   EXT. SPACE - THE ENTERPRISE & KLINGON SHIP (VFX-I)           104

                   The Enterprise FIRES at the Bird of Prey. but the 
                   phaser shots are stopped by the Klingon SHIELDS, which 
                   flash on when they're hit.

                   The Bird of Prey returns FIRE. The shot carves a 
                   jagged tear in the Enterprise's hull.

             105   INT. BRIDGE                                                  105

                   As before. The ship is jolted again... the Con console 
                   EXPLODES and the Con officer is killed.

                                           RIKER
                                     (to Troi)
                            Deanna, take the helm. Get us out 
                            of orbit.

                   Troi rushes to the Con and works...

             106   EXT. SPACE- THE ENTERPRISE & KLINGON SHIP (VFX-I)            106

                   The Enterprise turns and leaves orbit, but the Klingon 
                   ship is right on top of them... FIRING at the 
                   defenseless starship.

             107   INT. BRIDGE                                                  107

                   A jolt.

                                           DATA
                            Hull breach on decks thirty-one
                            Through thirty-five.

                   Another JOLT. The Bridge lights FLICKER. The 
                   situation is desperate.

                                           RIKER
                                     (urgent, to Worf)
                            Worf, that's an old Klingon ship. 
                            What do we know about it? Are 
                            there any weaknesses?

                   The ship is JOLTED. They all hold on.

                                           WORF
                            It is a Class D-twelve Bird of 
                            Prey. They were retired from 
                            service because of defective 
                            plasma coils.

                                           RIKER
                            Plasma coils... is there any way 
                            we can use that to our advantage?

                                           WORF
                            I do not see how. The plasma coil 
                            is part of their cloaking 
                            device...

            107A   INT. ENGINEERING                                            107A

                   There is a sudden EXPLOSION on the upper level. Geordi
                   and the other Engineers rush to deal with it.
                                 
                                           GEORDI
                            Get a stabilizer on that conduit.

            107B   INT. BRIDGE                                                 107B

                   Riker suddenly gets an inspiration as the Bridge is 
                   ROCKED.

                                           RIKER
                                     (to Data)
                            Could we access the defective coil 
                            and trigger their cloak?

                                           DATA
                                     (considers)
                            Perhaps. 
                                     (suddenly enthusiastic) 
                            Yes! If we sent a low-level ionic
                            pulse, it might reset the coil and 
                            engage the cloaking systems.

                                           WORF
                                     (onto the idea)
                            As their cloak begins to engage, 
                            their shields will drop.

                                           RIKER
                            Right. And they'll be vulnerable 
                            for at least two seconds. 
                                     (to Data)
                            Data, lock onto that plasma coil.

                                           DATA
                                     (confident)
                            No problem.

                   Data goes to work.

                                           RIKER
                            Worf, prepare a spread of photon 
                            torpedoes. We'll have to hit them 
                            the instant they begin to cloak.

                                           WORF
                            Aye, sir.

                                           RIKER
                            We're only going to get one shot 
                            at this. Target their primary 
                            reactor. With any luck, their 
                            warp core should implode.

                   Worf works.

             108   EXT. SPACE - THE ENTERPRISE & KLINGON SHIP (VFX-I)           108

                   The Enterprise ROLLS and TURNS back toward the planet, 
                   tries to get away from the Klingon ship. But the Bird 
                   of Prey follows its every move.

             109   INT. BRIDGE                                                  109

                                           DATA
                            I have accessed their coil 
                            frequency... initiating ionic 
                            pulse...

                   The ship is hit again. An aft CONSOLE EXPLODES.

                                           RIKER
                            Make it quick!

             110   INT. KLINGON BIRD OF PREY                                    110

                   Lursa and B'Etor in command... savoring their imminent 
                   victory.

                                           LURSA
                                     (to Navigator)
                            Target their Bridge.

                                           B'ETOR
                            Full disruptors.

                   The Navigator suddenly reacts to something on his 
                   console.

                                 KLINGON HELM
                            We are cloaking!

                                           B'ETOR
                            What?

                                           KLINGON HELM
                            Mistress -- our shields are down!

             111   EXT. SPACE - THE KLINGON SHIP (VFX-I)                        111

                   The ship begins shimmering- engaging its cloak.

             112   INT. ENTERPRISE BRIDGE                                       112

                                           RIKER
                            Fire!

                   Worf works.

             113   OMITTED                                                      113

             114   INT. KLINGON BIRD OF PREY (VFX-I)                            114

                   Lursa and B'Etor react to the sight on the Viewscreen 
                   as the spread of torpedoes heads directly for them. 
                   The two sisters exchange a look. The ship is suddenly 
                   ROCKED HARD and we can see the beginning of an
                   EXPLOSION...

             115   EXT. SPACE - THE KLINGON SHIP (VFX-I)                        115

                   The ship IMPLODES, completely destroyed. pieces of 
                   the shattered vessel float past the camera.

             116   INT. ENTERPRISE BRIDGE                                       116

                                           DATA
                                     (excited)
                            YES!!

                                                                            CUT TO:

             117   EXT. MOUNTAINTOP - DAY (VFX-P)                               117

                   Picard has made his way back to the gnarled root. He 
                   stands a few feet away... a couple of pebbles in his 
                   hand. 

                   He glances at Soran, who's absorbed with his work on 
                   the launcher. 

                   Picard then surreptitiously TOSSES a pebble toward the 
                   root. It misses and BOUNCES off the FORCEFIELD. Soran 
                   looks over his shoulder at Picard, who sits down on a 
                   rock. Soran returns to his work. 

                   Picard tosses a second pebble -- this one also hits the 
                   forcefield. Soran turns with a vaguely irritated look.

                                           SORAN
                                     (as if to a child)
                            Don't you have anything better to 
                            do?

                   Picard doesn't respond. Soran goes back to work.

                   Picard waits a moment, then takes aim and TOSSES
                   another pebble toward the root. This time, the pebble 
                   bounces underneath the arch and rolls onto the plateau -
                   inside the forcefield. Picard keeps his expression
                   neutral, but he's found a way in.

                                                                            CUT TO:

             118   INT. ENGINEERING                                             118

                   The room is a disaster. Wreckage from destroyed 
                   consoles and debris are scattered throughout the room. 
                   Geordi is desperately working with Engineers near the 
                   warp core, which is running faster and faster.

                                           GEORDI
                                     (to com)
                            La Forge to Bridge. I've got a 
                            problem down here. The magnetic
                            interlocks have been ruptured. I 
                            need to get the --

                   The warp core starts to spew white-hot GAS.

                                           GEORDI
                                     (continuing)
                            Coolant leak! Everybody out.

                   The emergency isolation door comes DOWN and people 
                   start rushing out of Engineering. Geordi heads for the  
                   Corridor.

                                           GEORDI
                                     (on the move, to com)
                            Bridge, we've got a new problem. 
                            We're about five minutes from a 
                            Warp core breach. There's nothing 
                            I can do.

             119   INT. BRIDGE                                                  119

                   Riker is faced with a no-win situation. He makes the
                   decision.

                                           RIKER
                                     (to Troi)
                            Deanna, evacuate everyone into the 
                            saucer section. 
                                     (to Data) 
                            Mister Data, prepare to separate 
                            the ship.

                   Troi and Data work and Riker moves to the Captain's 
                   chair. He presses a button on the armchair console.
                   a unique and urgent ALARM is heard throughout the ship.

                   SERIES OF SHOTS as the ALARM SOUNDS:

             120   CREWMEMBERS AND CIVILIANS                                    120

                   rushing through the corridors.

            120A   GEORDI                                                      120A

                   directing people toward the correct doorways.

            120B   PARENTS                                                     120B

                   grabbing their children and heading down the Corridor.

            120C   BEVERLY AND A NURSE                                         120C

                   They grab a wounded crewmember and pull him down the
                   Corridor.

            120D   PEOPLE                                                      120D

                   scrambling through Jefferies Tubes and closing hatches 
                   behind them.

             121   EXT. MOUNTAINTOP- DAY (VFX-P)                                121

                   Soran is finishing his work on the launcher. On one of 
                   the monitors on the control panel, we can now see alien 
                   graphics and numbers ticking by -- obviously a 
                   countdown in progress. Soran finishes and turns off 
                   the control panel. He steps down and looks over at 
                   Picard, who is standing near the forcefield.

                                           SORAN
                            Now, if you'll excuse me, Captain, 
                            I have an appointment with 
                            eternity and I don't want to be 
                            late.

                   Soran turns and begins to climb up the scaffolding 
                   toward the top of the rock face. Picard watches him 
                   intently for a few moments... then quickly springs 
                   into action...

             122   INT. JEFFERIES TUBE                                          122

                   People scramble through the Tube and out into a 
                   Corridor. Geordi is the last man through the hatch. 
                   He turns and manually SHUTS the hatch behind him.

                                           GEORDI
                                     (hits combadge)
                            That's it, Bridge -- we're all 
                            out!

             123   INT. BRIDGE                                                  123

                                           DATA
                            One minute to warp core breach.

                                           RIKER
                                     (to Data)
                            Begin separation sequence. 
                                     (to Troi) 
                            Full impulse power once we're
                            clear.

                   Data works.

             124   EXT. SPACE - THE ENTERPRISE (VFX-I)                          124

                   LOOKING FORWARD from behind the REAR of the massive 
                   ship. A CRACK appears as the separation process 
                   begins.
 
            124A   INT. BRIDGE (VFX-I)                                         124A

                   Everyone is watching the VIEWSCREEN with anticipation.

                                           DATA
                            Separation complete. Ten seconds 
                            to warp core breach.

                                           TROI
                            Engaging impulse engines.

             125                                                                125
            THRU   OMITTED                                                     THRU
             128                                                                128

             129   EXT. SPACE- SAUCER SECTION (VFX-I)                           129

                   Moves away from the battle section... before it can 
                   completely escape, the battle section EXPLODES -- the 
                   force of the explosion hits the saucer section, 
                   knocking it toward the planet.

             130   INT. BRIDGE (VFX-I)                                          130

                   Everyone is knocked to their knees.

                                           RIKER
                            Report.

                                           TROI
                            Helm controls are off-line!

                   They all look at the Viewscreen... The planet is 
                   rushing toward them.
 
           131     CLOSE ON DATA                                                131

                   as he reacts to the terrifying image.

                                           DATA
                            Oh, shit.

                                                                            CUT TO:

             132   EXT. MOUNTAINTOP- DAY (VFX-P)                                132

                   Picard has dropped to the ground and is on his back -
                   he's trying to wriggle underneath the root. It's not 
                   easy. he knows there's not much room between the 
                   ground and the invisible field. he just gets his head
                   and shoulders underneath when he accidentally TOUCHES the 
                   field and it CRACKLES violently around him --Picard is 
                   jolted by the shock.

            132A   SORAN (VFX-P)                                               132A

                   turns at the sound of the field, sees Picard, and then 
                   draws his weapon. Soran quickly fires at Picard.

            132B   THE GROUND (VFX-P)                                          132B

                   is BLASTED APART, creating a cloud of dirt and smoke, 
                   obscuring Picard  and the whole area momentarily.

                   -- Soran jumps down one level on the scaffolding, his 
                      disruptor still in his hand, ready just in case Picard 
                      somehow survived. Soran peers through the cloud of 
                      dust and debris.

                   -- The dust from the explosion finally CLEARS... but 
                      Picard is gone along with several feet of the ground 
                      where he was crawling.

            132C   SORAN (VFX-I)                                               132C

                   glances up at the sky and sees the distant ENERGY
                   RIBBON just coming into view. There's no time to look 
                   for Picard. 

                   -- Soran begins to climb the scaffolding.

                                                                            CUT TO:

             133   EXT. SPACE- SAUCER SECTION (VFX-I)                           133

                   PLUMMETS into the planet's atmosphere.

             134   INT. BRIDGE                                                  134

                   The ship is shaking and rolling VIOLENTLY. Everyone 
                   hanging on for dear life.

                   SERIES OF SHOTS:

             135   CORRIDOR                                                     135

                   Teachers and parents lead a group of children toward an  
                   intersection. The parents go down one corridor, the 
                   teachers and children down another. One child cries 
                   out and tries to reach for its mother, but there's 
                   no time -- a teacher keeps the child moving down the 
                   hall...

            135A   CREW QUARTERS                                               135A

                   People are bracing themselves for the crash, taking 
                   emergency positions against walls, etc.

             136   OMITTED                                                      136

             137   INT. BRIDGE (VFX-I)                                          137

                   The ground is getting closer on the viewscreen.

                                           DATA
                                     (off console)
                            I have rerouted auxiliary power to 
                            the lateral thrusters. I'm
                            attempting to level our descent...

                                           RIKER
                                     (to com)
                            All hands, brace for impact!

             138   EXT. PLANET'S ATMOSPHERE - SAUCER SECTION (VFX-I)            138

                   The leading edge of the huge saucer TILTS UPWARD
                   Slightly. and then it HITS the surface. the saucer 
                   begins to PLOW THROUGH the dense rain forest:  As the 
                   ship continues to tear through the jungle, we INTERCUT
                   the following sequences.:
 
            138A   INT. BRIDGE                                                 138A

                   Riker and the others hanging on as the ship shakes 
                   violently..

            138B   CREW QUARTERS                                               138B

                   A family huddles for protection as the WINDOWS are 
                   blown inward by debris...

            138C   INT. READY ROOM                                             138C

                   The side window is BLOWN OUT... and Picard's photo 
                   album is tossed across the room along with everything 
                   else...

           138D   EXT. SAUCER SECTION (VFX-I)                                  138D

                   Outside the ship, we see a huge WALL of metal CRASHING  
                   through the jungle, uprooting trees... dirt flying...
                   birds scrambling out of the way... an enormous scene of  
                   destruction as it tears through the foliage...
   
             139   INT. BRIDGE                                                  139

                   The ship continues to jump and shake... every light on 
                   the ship goes out in the crash. Finally, it comes to 
                   a STOP. There is a long, quiet beat... then people 
                   begin to stir in the darkened room.

             140   ANGLE ON RIKER                                               140

                   who is slumped in his chair... he catches his breath, 
                   lifts his face and looks up into... SUNLIGHT. He 
                   shields his eyes and looks up at the ceiling and 
                   reacts...

             141   RIKER'S POV (VFX-P)                                          141

                   The sun is shining in through the shattered overhead 
                   window on the top of the Bridge. There is a fluttering 
                   sound as a couple of BIRDS perch on the rim of the 
                   window.
   
             142   EXT. PLANET'S SURFACE - THE ENTERPRISE (WIDE SHOT)           142
                      (VFX-I) 

                   The saucer has come to a stop in the middle of a RAIN
                   FOREST. The passage of the saucer has gouged a long 
                   trail through the forest behind the ship. Off this
                   startling sight...

                                                                            CUT TO:

             143   EXT. MOUNTAINTOP - DAY                                       143

                   Soran is climbing up the scaffolding. He gets a couple 
                   of levels up, and then suddenly a BOOT kicks him in the 
                   face. Picard has made it inside the field.

                   A quick fight ensues, during which Picard is knocked a 
                   few levels down on the scaffolding. He LANDS hard --
                   happens to look up into the sky. He sees something.--

             144   PICARD'S POV - THE SKY (VFX-I)                               144

                   The ENERGY RIBBON can be seen in the distant sky 

                   -- a bizarre snake of color streaking across the deep blue 
                      sky. Time is almost up.

             145   RESUME ACTION (VFX-I)                                        145

                   -- Picard avoids a vicious kick from Soran, glances 
                      down at the probe launcher, and realizes he's got one 
                      chance. He rolls to his feet, runs toward the probe 
                      launcher.

                   -- There is a THUNDEROUS ROAR as the launcher FIRES THE
                      PROBE into the sky.

                   -- The plateau is suddenly quiet as the probe streaks
                      toward the distant sun and disappears from view. 
                      Picard gets to his knees, stares after the probe, 
                      shocked. He's failed. 

                   -- They watch the sun for a silent moment, waiting...

             146   THE SUN (VFX-I)                                              146

                   begins to DARKEN and COLLAPSE, as seen before.

             147   RESUME PLATEAU                                               147

                   the scene DARKENS as the sun goes out... and NIGHT 
                   FALLS on the planet.
  
                   Soran, a look of profound elation on his face, makes 
                   his way to the top of the scaffolding and looks into 
                   the sky.

             148   PICARD (VFX-I)                                               148

                   gets to his feet and stares at the onrushing Ribbon,
                   the wind whipping up on the plateau. He backs away at 
                   the sight, coming to a stop with his back against the
                   scaffolding. There's no where to run...

             149   NEW ANGLE- THE PLATEAU (VFX-I)                               149

                   as the RIBBON OF ENERGY TEARS ACROSS THE SCENE IN A
                   TERRIFYING TORRENT OF LIGHT AND SOUND. THE SCENE IS
                   WASHED OUT BY A BLINDING FLOOD OF RED LIGHT... Then 
                   suddenly the Ribbon is GONE... and so are Picard and 
                   Soran. The plateau is strangely and utterly SILENT
                   after the passage of the Ribbon... even the birds have 
                   stopped chirping in the trees.

             150   EXT. SPACE- VERIDIAN III (VFX-I)                             150

                   As the ENERGY RIBBON rushes past the camera, a HUGE
                   SHOCKWAVE from the destroyed star HITS the planet and 
                   it EXPLODES in a blast of fiery debris.

                                                                            CUT TO:

             151   CLOSE ON PICARD                                              151

                   being led through a darkened HALLWAY. He is wearing a 
                   blindfold. Off screen hands tug and pull at him, 
                   leading him forward down the hall. 

                   He's lost and confused, unsure where he is or what's 
                   going on. He tries to resist, but can't... the hands 
                   keep pulling at him...

                   He is finally brought out into a larger room, dark. 
                   The hands release him and he stands alone. He takes a 
                   beat and tries to take control of the situation.

                                           PICARD
                             What's going on? Where am I?

                   Two hands reach into frame from off screen and remove 
                   the blindfold...

             152   PICARD'S POV                                                 152

                   The blindfold drops, revealing a blurry kaleidoscope of 
                   COLORS and SHAPES...

             153   ON PICARD                                                    153

                   as he blinks and tries to focus...

             154   PICARD'S POV                                                 154

                   As the room comes into focus. The first thing we see 
                   is an enormous, gaily decorated CHRISTMAS TREE
                   sparkling with hundreds of lights.

             155   REVEAL THE ROOM                                              155

                   A 24th-century FRENCH LIVING ROOM. It is beautifully
                   decorated with lights, ornaments, holly. brightly 
                   wrapped presents are clustered beneath the Christmas 
                   tree. There are FIVE CHILDREN standing and sitting in 
                   the room, all looking at Picard with bright, smiling 
                   faces, waiting for him to say something.

                   Picard stares at the scene for a moment, unsure how to 
                   react. Then we hear the woman's voice again, and we 
                   move to reveal an attractive WOMAN in her forties 
                   standing next to Picard.

                                           WOMAN
                             Go on... say something. They're 
                             waiting.

                   Picard is stunned.

                                           PICARD
                             I... don't know what to say...

                   One of the children, a young GIRL, speaks up.

                                           GIRL
                             Say Merry Christmas, Papa!

                                           PICARD
                                     (in a daze)
                             Merry... Christmas...

                   The children break out into applause. The woman kisses 
                   him on the cheek, then steers him to a large, 
                   overstuffed chair. Picard sits down and the 
                   children starts handing out presents with much laughter 
                   and chatting.

                                           CHILDREN
                             This one's for you... where's 
                             mine?... I hope this is the book 
                             I asked for... take this one to 
                             Papa...

                   As the activity swirls around him, Picard begins to 
                   feel an immense  sense of satisfaction and happiness. 
                   It's like a drug -- an overwhelming feeling of joy and 
                   contentment fills Picard. It's a wondrous experience. 
                   He settles back in the chair and a smile spreads across 
                   his face. For reasons he cannot name and does not even 
                   want to understand at the moment, he is very, very 
                   happy.
                    
                                           GIRL
                                     (to Picard)
                             Isn't the tree beautiful, Papa?

                   Picard answers as if it were the most natural thing in 
                   the world.

                                           PICARD
                             Oh yes... yes, it's astonishingly 
                             beautiful. All of it.

                   All of the children now crowd around the chair with a 
                   single large gift and hand it to Picard. One of the 
                   younger boys speaks up.

                                           YOUNG BOY
                             This is from all of us.

                                           PICARD
                             Thank you... I can't imagine what 
                             it is.

                   Picard tears open the box and pulls out a 19th century 
                   SEXTANT - an old-fashioned nautical navigational 
                   instrument. It's a beautiful piece with polished and 
                   gleaming brass.

                                           YOUNG BOY
                                     (excited)
                             It's a sack-tent!

                   Picard eyes it with delight.

                                           PICARD
                             You mean a sextant. And it's a 
                             handsome one at that... from about 
                             eighteen twenty, I'd say. 
                             Wherever did you find it?

                                           GIRL
                             It's a secret.

                                           PICARD
                                     (smiles)
                             Oh, a secret... well, that makes 
                             it a doubly special gift. Thank 
                             you... thank you all...

                   The children react with pleasure. They cluster around 
                   him, showering him with hugs and kisses.

                                           CHILDREN
                             Merry Christmas, Papa... I love 
                             You, Father... etc.

                   Picard is covered in a blanket of love and affection. 
                   The children pull back and return to their own 
                   presents. There is a swirl of activity and commotion 
                   as a warm and heartfelt Christmas morning is played 
                   out.

                                           WOMAN
                                     (to Picard)
                             I'll go get dinner ready.
                             they'll be starving in a minute.

                   Picard nods as the woman EXITS the room. He looks 
                   around the scene, utterly happy, utterly content.

                   The children continue to chatter and laugh among 
                   themselves as Picard's eye falls on the glorious 
                   Christmas tree. He can't help but smile as he looks 
                   over the ornaments and decorations...

             156   PICARD'S POV                                                 156

                   of the sparkling lights and ornaments -- a swirl of 
                   color and light.

             157   PICARD                                                       157

                   His eye is caught by something in particular on the 
                   tree. He leans forward slightly and stares at it.

             158   PICARD'S POV (VFX-P)                                         158

                   His eye has been caught by an ORNAMENT near the 
                   top of the tree. It is a large and beautiful glass 
                   ball with a tiny LIGHT at the center in the shape of a 
                   star. As Picard watches, the star suddenly GOES OUT...
                   and it radiates a SHIMMERING LIGHT EFFECT that expands 
                   outward into the glass sphere.

                   It's a startling and beautiful ornament whose effect is 
                   reminiscent of the star going out, as seen earlier in the 
                   movie. But this is just coincidence. this is the way 
                   the ornament was designed and it's simply one of many 
                   ornaments on the tree.

             159   PICARD                                                       159

                   reacts. The image of the ornament has touched a nerve 
                   within him somewhere. It has reminded him of something 
                   he'd nearly forgotten - a discordant note in an 
                   otherwise wondrous and magical scene. He frowns, the 
                   reverie momentarily disrupted. But he tries to push it 
                   aside, not wanting the spell to be broken. He stands 
                   and turns away from the tree and looks out a nearby 
                   window -- it's snowing and the beautiful image of snow 
                   soothes him for a moment. Then he reacts to something.

             160   PICARD'S POV (VFX-P)                                         160
 
                   reflected on the pane of glass is the image of the 
                   ornament -- it's still blinking. Picard now realizes 
                   that this image is not going to go away... he can't 
                   hide from it.

                                           PICARD
                             No... this isn't right... this 
                             can't be real...

                                           GUINAN'S VOICE
                             It's as real as you want it to be.

                   Picard turns to see

             161   GUINAN (VFX-P)                                               161

                   standing before him. She is wearing the same outfit 
                   seen in the beginning of the movie on the Enterprise-B. 
                   As they talk, the children and the woman continue to 
                   move about their business as if Picard and Guinan 
                   aren't there.

                   Picard is stunned.

                                           PICARD
                             Guinan... what's going on? Where 
                             am I?

                                           GUINAN
                             You're in the Nexus.

                   Picard looks around.

                                           PICARD
                             This... is the Nexus?

                                           GUINAN
                             For you. This is where you wanted 
                             to be...

                                           PICARD
                             But I never had a wife, children, 
                             a home like this...

                                           GUINAN
                             Enjoy them, Jean-Luc...

                   Picard tries to make sense of it- he focuses on 
                   Guinan.

                                           PICARD
                             Guinan, what are you doing here? 
                             I thought you were on the 
                             Enterprise.
              
                                           GUINAN
                             I am on the Enterprise...I am 
                             also here. 
                                     (off his puzzled look) 
                             Think of me as... an "echo" of the 
                             person you know... a part of her
                             she left behind...

                                           PICARD
                             Left behind...?

                                           GUINAN
                             When the Enterprise-B beamed us 
                             off the Lakul, we were partially 
                             in the Nexus. The transporters 
                             locked on to us... but somehow 
                             everyone left a part of themselves 
                             behind.

                                           PICARD
                             Soran...?

                                           GUINAN
                             All of us.

                                           PICARD
                             Where is he now?

                                           GUINAN
                             Wherever he wanted to be...

                   Guinan smiles at him.

                                           BOY'S VOICE
                             Papa, help me build my castle!

                   Picard glances over at the boy, who is building a play 
                   castle out of the 24th-century equivalent of "Lego". 
                   For a moment, Picard is tempted to drift back to the 
                   warm embrace of the fantasy...

                                           PICARD
                                     (to boy)
                             In a few minutes...

                   Picard looks around at the children... the lure to stay 
                   here becoming more powerful.

                                           PICARD
                                     (continuing, awed, to 
                                      Guinan)
                             These are my children... my 
                             children...

                                           GUINAN
                                     (smiles)
                             Yeah. They're great, aren't they? 
                             You can go back and see them 
                             born... go forward and see your 
                             grandchildren... time has no
                             meaning here.

                                           WOMAN'S VOICE
                             Dinner's ready! Let's go!

                   There's a general rush toward the adjacent dining room. 
                   The youngest boy looks at Picard, goes over to him and 
                   takes his hand.

                                           BOY
                             Papa... are you coming?

                   Picard looks down into the face of his child. His 
                   heart swells, the temptation to stay here and live this 
                   out is profound. Almost in a trance, he takes a few 
                   steps with the child toward the dining room... His eye 
                   is caught again by the unusual ornament on the tree for a 
                   moment... torn between the two images. and then, in 
                   one of the most difficult moments of his life, he bends 
                   down to the child...

                                           PICARD
                             Go on... go on without me...

                   The boy looks at him quizzically for a moment, then 
                   obeys his father and dashes off toward the dining room 
                   to join the others. Picard straightens up and tries to 
                   steel his voice.

                                           PICARD
                             Guinan... can I leave the Nexus?

                                           GUINAN
                             Why would you want to leave?

                                           PICARD
                                     (insistent)
                             Can I?

                                           GUINAN
                             Yes... where would you go?

                                           PICARD
                             I don't understand.

                                           GUINAN
                             I told you, time has no meaning 
                             here. If you leave, you can go 
                             anywhere... any time.

                   Picard realizes the opportunity before him.
                                
                                           PICARD
                             I know exactly where I want to 
                             go... and when. Back to that 
                             mountaintop on Veridian Three...
                             before Soran put out the star. I 
                             have to stop him.

                                           GUINAN
                             What makes you think things will 
                             be any different this time?

                                           PICARD
                             You're right. I'll need help. 
                                     (beat) 
                             Guinan, will you come back with 
                             me? Together, we could --

                                           GUINAN
                             I can't leave. I'm already there, 
                             remember?

                   Picard looks crestfallen for a moment. Guinan gives 
                   him an enigmatic smile.

                                           GUINAN
                             I know just the guy.

                   Suddenly there's the cry of a HAWK from offscreen. 
                   Picard turns at the sound --

             162   EXT. KIRK'S HOME - DAY                                       162

                   Picard finds himself standing outside a rustic, but
                   Architecturally striking house with spectacular views 
                   in the Canadian Rockies. A hawk is circling overhead, 
                   making the crying sound that Picard heard. The air is
                   cold, frigid -- Picard can see his breath. Picard is 
                   just starting to adjust to this sudden change in 
                   location when he hears the sound of wood being CHOPPED
                   from around the corner of the house. Picard moves to 
                   look around the corner and sees -

                   James T. Kirk. He's still in his uniform and looks 
                   exactly as he did the last time we saw him aboard the  
                   Enterprise-B at the beginning of the film. He is 
                   vigorously chopping wood with an axe. He's enjoying 
                   himself, lost in the sheer pleasure of the manual
                   labor. He's never felt this good in his life. There's 
                   no trace of back pain or any other ailment. Picard 
                   recognizes the famous Captain - as would any 24
                   Century Starfleet officer.

                                           PICARD
                             James Kirk.

                   Kirk pauses, looks up at the strange man before him. 
                   His expression is wondrous, almost child-like. Like in    
                   Picard's Christmas sequence, Kirk is immersed in the 
                   sensual feeling of the Nexus. It's like a dream that's
                   over-powered him.

                                           KIRK
                             Beautiful day, isn't it?

                                           PICARD
                             Yes... yes, it is.

                   Kirk points to a nearby log on the woodpile.

                                           KIRK
                             Do you mind?

                   It takes Picard a beat before he realizes that Kirk 
                   wants him to put the log on the chopping block for him.

                                           PICARD
                             Oh.

                   Picard places the log on the block and Kirk gives it a 
                   vigorous chop with the axe.

                                           PICARD
                             Captain, do you realize what --

                   But Kirk interrupts as he sees something o.c.

                                           KIRK
                             Wait a second. I think 
                             something's burning.

                   Picard follows his look to see SMOKE billowing out of 
                   one of the windows of the house. Kirk rushes into the 
                   house, and Picard follows...

             163   INT. KIRK'S HOME- KITCHEN - DAY - CONTINUOUS                 163

                   Kirk rushes in. The kitchen's decor is 19th century 
                   with a few 23rd Century touches -- copper pans and an 
                   antique stove mixed comfortably with computer consoles 
                   and Starfleet paraphernalia. Picard hesitates in the 
                   doorway -- a little unsure about rushing into some 
                   stranger's house.

                   Kirk yanks a burning frying pan of food off the stove. 
                   It's very hot -- he quickly sets it down near the sink, 
                   waves the smoke away with his hand. 

                                           KIRK
                             Looks like someone was cooking 
                             eggs... 
                                     (to Picard) 
                             Come on in, it's all right. This 
                             is my house -- or at least it used 
                             to be, I sold it years ago.

                   Picard comes in and tries to orient Kirk to what's 
                   going on.

                                           PICARD
                             I'm Captain Jean-Luc Picard of the 
                             starship Enterprise.

                   Before Kirk can react to this remark, an antique CLOCK
                   on a shelf CHIMES as it strikes the hour. Kirk moves 
                   to the shelf and looks at the clock in surprise and 
                   wonder -- he is entranced by this experience, beginning 
                   to connect with things and memories from his past.

                                           KIRK
                             This clock... I gave this clock to 
                             Bones...

                                           PICARD
                                     (pressing on)
                             I'm from what you would consider 
                             the future... the twenty-fourth
                             century.

                   Kirk hears what Picard is saying, but like Picard in 
                   his fantasy, he is more interested in the sights and 
                   sounds around him. A dog barks from o.c. They both 
                   look as a large black dog bounds into the room and greets 
                   Kirk with enthusiasm.

                                           KIRK
                                     (affectionately)
                             Jake! Jake, you miserable old 
                             Mutt... How can you be here? 
                                     (to Picard)
                             He's been dead seven years.

                   Kirk is still looking around the kitchen when suddenly we 
                   hear a WOMAN'S VOICE from somewhere upstairs that 
                   stops Kirk in his tracks. As she speaks, we can see 
                   the shock on Kirk's face.

                                           ANTONIA'S VOICE
                             Come on, Jim, I'm starving. How 
                             long are you going to be rattling 
                             around that kitchen?

                   A beat.

                                           KIRK
                                     (amazed)
                             That's Antonia...

                   Kirk looks at the food on the stove. He's beginning to 
                   realize something.

                                           KIRK
                             Wait a minute...

                   Kirk glances at Picard.

                                           KIRK
                             The future... what are you 
                             talking about? This is the 
                             past...

                   Kirk moves to a drawer and opens it. Inside is a 
                   HORSESHOE with a tiny red bow tied to it. This 
                   confirms things for Kirk. He picks up the horseshoe.

                                           KIRK
                             This is nine years ago... the day 
                             I told her I was going back to
                             Starfleet...

                   Kirk is swept up in the moment, overwhelmed by 
                   memories, sensations, feelings. He goes back to the 
                   frying pan and looks at the contents with a sudden 
                   burst of recognition.

                                           KIRK
                             These were Ktarian eggs -- her 
                             favorite.I was cooking them to 
                             soften the blow... 
                                     (re: horseshoe) 
                             And I gave her this.

                   Picard steps in.

                                           PICARD
                             I know how real this must seem to 
                             you, but it's not. This isn't 
                             Really your house. We've both   
                             been caught up in some sort of 
                             temporal nexus.

                   But Kirk's mind is clearly elsewhere... he's being 
                   swept away by the emotion of the moment... realizing the
                   opportunity he suddenly has.

                                           KIRK
                             Dill weed.

                   Kirk indicates a shelf, as if asking Picard to go to 
                   it.

                                           KIRK
                             There's a bottle of dill weed on 
                             the second shelf to the left, 
                             right behind the nutmeg.

                   Kirk moves to the stove and tosses out the ruined eggs. 
                   He cracks open two new eggs on the skillet and begins  
                   preparing a breakfast. Picard waits for a moment, then 
                   goes to the shelf, grabs the dill weed and hands it 
                   to Kirk.

                                           PICARD
                             How long have you been here?

                   Kirk takes the bottle and uses it to season the eggs.

                                           KIRK
                             I don't know. I was on the 
                             Enterprise-B... in the deflector 
                             control room... keep stirring 
                             these, will you?

                   Kirk moves to a cabinet and begins putting plates on a    
                   breakfast tray. Picard is getting a little impatient, 
                   but stirs the eggs anyway.

                                           KIRK
                                     (continuing)
                             The bulkhead in front of me 
                             Disappeared... then I was out 
                             there chopping wood. 
                                     (back to stove) 
                             Thanks.

                   Kirk takes the pan of eggs back from Picard.

                                           PICARD
                             History records that you died 
                             saving the Enterprise-B from an 
                             energy ribbon eighty years ago...

                   But Picard's words mean almost nothing to Kirk. He is  
                   Thoroughly enjoying himself and Picard is almost a
                   distraction. Kirk begins serving the eggs onto the 
                   plates and grabs a small vase of flowers to put on the
                   tray.

                                           KIRK
                                     (amused)
                             So you're telling me this is the 
                             twenty-fourth century... and I'm 
                             dead?
                             
                                           PICARD
                             Not exactly. As I said, this is 
                             some kind of...

                                           KIRK
                             Temporal nexus... yeah, I heard you. 
                                     (frowns at tray) 
                             Something's missing...

                   Then he remembers and turns to look at a nearby toaster -- 
                   as if on cue, two slices of toast pop out. Kirk grins 
                   and puts the toast on the plates. Kirk picks up the 
                   tray and heads for the door.

                                           PICARD
                             Captain, I need your help. I want 
                             you to leave the Nexus with me.

                   Kirk goes out of the kitchen and Picard follows...

             164   INT. KIRK'S HOME - LIVING ROOM - DAY - CONTINUOUS            164

                   Kirk and Picard both on the move. Kirk heading for a 
                   staircase.

                                           PICARD
                             We have to go back to a planet 
                             called Veridian III and stop a 
                             man from destroying a star. There 
                             are millions of lives at stake.

                   Kirk tries to keep it light, hoping this man will go 
                   away.

                                           KIRK
                             You said history considers me 
                             dead. Who am I to argue with 
                             history?

                                           PICARD
                             You're a Starfleet Officer and you 
                             have a duty to --

                                           KIRK
                                     (hard)
                             I don't need to be lectured by 
                             you. I was out saving the galaxy 
                             when your grandfather was still in 
                             diapers. And frankly, I think the 
                             galaxy owes me one 
                                     (beat) 
                             I was like you once... so worried 
                             about duty and obligations that I 
                             couldn't see anything past this 
                             uniform. And in the end, what did 
                             it get me? Nothing. Not this 
                             time.

                   Kirk brushes past Picard and stops at the foot of the 
                   stairs.

                                           KIRK
                                     (looking up the stairs)
                             I'm going to walk up these stairs, 
                             march into that bedroom and tell
                             Antonia that I want to marry her.

                   Kirk begins to climb the stairs.

                                           KIRK
                              This time things are going to be 
                              different.

                   He goes through a bedroom door and closes it behind 
                   him. Picard glances around the room in frustration, 
                   then gets a determined look on his face and marches up 
                   the stairs after Kirk, grasps the doorknob, opens it 
                   and steps through the door into

             165   INT. BARN - DAY - CONTINUOUS                                 165

                   Picard suddenly finds himself standing in the doorway 
                   of a wooden barn. Straw on the floor... farm 
                   implements on the walls... sunlight streaming in 
                   through the slats. There are stalls in the barn with 
                   a few horses visible. 

                   Kirk is standing a short distance away -- he looks 
                   surprised as well... and he is no longer holding the
                   tray of food.

                                           PICARD
                                     (re: barn)
                             This doesn't look like your 
                             bedroom.

                   Kirk looks around for a moment, the pieces starting to 
                   fall into place. He smiles with a growing 
                   realization...

                                           KIRK
                             No... no, it's not. It's better.

                                           PICARD
                             Better?

                                           KIRK
                             This is my uncle's barn in Iowa...

                   He points to a horse with a saddle on it.

                                           KIRK
                                     (re: horse)
                             I took that horse out for a ride 
                             seven years ago... on a spring 
                             day.

                   Kirk moves to the barn door and opens it revealing a  
                   beautiful spring day.
                   
                                           KIRK
                             Just like this. If I'm right, 
                             this is the day I met Antonia.

                   He turns to Picard.

                                           KIRK
                             This Nexus of yours is very 
                             clever. I can start all over 
                             again -- do things right from day 
                             one.

                   Kirk grabs the horse, swings up onto the saddle, and 
                   rides out of the barn, filled with excitement. Picard 
                   watches him for a moment, then looks at one of the 
                   other horses in the barn. he makes a decision and
                   then moves toward a saddle hanging on the wall...
  
                                                                            CUT TO:

             166   EXT. COUNTRYSIDE - DAY (VFX-P)                               166

                   Kirk is riding his horse hard over the countryside --
                   and across a stream... through a thicket of trees... and 
                   finally out onto a rolling plain. There is a large 
                   RAVINE up ahead. Kirk sees it and smiles tightly. He 
                   spurs his horse faster toward the ravine... The horse 
                   is tearing along... comes up to the edge of the 
                   precipice, and makes a daring leap to the other side.
 
                   Horse and rider land together and Kirk spurs the horse 
                   on. But as he rides, we begin to see a change come 
                   over him -- a look of doubt crosses his face. 
                   Something's not right. He slows the horse to a trot...
                   and then to a complete stop. He sits there for a 
                   moment and frowns. turns and looks back at the 
                   ravine, which is now a fair distance away. Something 
                   about that jump is nagging at him...

                   He turns his horse around and then digs in his heels. 
                   The horse breaks into a gallop, racing back toward the  
                   ravine. 

                   Kirk grips the reins tight in his hands and then the 
                   horse makes the LEAP across yet again.

                   This time when Kirk lands, he brings his horse to an   
                   immediate stop. We can see on his face that something 
                   is very wrong. He turns and stares at the ravine with 
                   a mixture of shock and sadness on his face.

                   In the distance, Picard can be seen approaching on a 
                   horse of his own. He stops next to Kirk. There is a 
                   long, quiet moment as the two men sit there side by 
                   side. Kirk is introspective as he sorts through his
                   feelings...

                                           KIRK
                                     (re: ravine)
                             I must have made this jump fifty 
                             times. and every time it scared 
                             the hell out of me. But not this 
                             time.
                                     (beat) 
                             Because... it's not real.

                   A quiet beat. Kirk turns and looks toward a particular 
                   hill in the distance, shading his eyes against the 
                   bright sun. Picard follows his gaze and we can now see 
                   the distant figure of a WOMAN walking her horse.
                                 
                                           PICARD
                                     (re: woman)
                             Antonia?

                                           KIRK
                                     (nods)
                             She's not real either, is she? 
                             Nothing here is... nothing here 
                             matters...

                   All euphoria is now gone from Kirk -- It's a moment of 
                   self-revelation. He glances around.

                                           KIRK
                             It's kinda like... orbital 
                             skydiving. Exciting for a few 
                             minutes... but in the end, you 
                             haven't really done anything...
                             you haven't made a difference...

                   Kirk takes a beat, then looks at Picard. And in a way, 
                   he's truly seeing him for the first time.

                                           KIRK
                             Captain of the Enterprise, huh?

                                           PICARD
                             That's right.

                                           KIRK
                             Close to retirement?

                                           PICARD
                             I hadn't planned on it.

                   There is a passion and a fervor in Kirk that we haven't 
                   seen until now.

                                           KIRK
                             Well, let me tell you something - 
                             don't. Don't let them promote 
                             you... don't let them transfer 
                             you... don't let anything take you 
                             off the Bridge of that ship... 
                                     (beat) 
                             Because while you're there, you 
                             can make a difference.

                   The two captains face each other for a moment. Picard 
                   hears what Kirk is saying but also knows that's not the 
                   whole story. Picard gives him a direct look, and there 
                   is something in Picard's eyes -- a glint of resolve and  
                   determination.

                                           PICARD
                             You don't need to be on the Bridge 
                             of a starship. Come with me. 
                             Help me stop Soran. 
                                     (beat) 
                             Make a difference again.

                   A long, silent beat as Kirk considers Picard. And slowly,  
                   unexpectedly, a smile spreads across his face.

                                           KIRK
                             How can I argue with the Captain 
                             of the Enterprise? 
                                     (a beat)
                             What was the name of that 
                             Planet... Veridian III?

                                           PICARD
                             That's right.

                                           KIRK
                             I take it the odds are against us,
                             and the situation is grim?

                                           PICARD
                             You could say that.

                                           KIRK
                                     (musing)
                             Of course, if Spock were here, 
                             he'd say I was being an 
                             irrational, illogical human for 
                             wanting to go on a mission like 
                             that...

                   And for the first time, we can see the twinkle in his 
                   eye that tells us Jim Kirk is back.

                                           KIRK
                             Sounds like fun.

                   The two men turn and walk away from Antonia.and as 
                   they walk, a ROAR OF COLOR AND SOUND WASHES OUT THE
                   SCREEN, as seen before.

                   FADE TO RED

                   FADE IN:

             167   EXT. MOUNTAINTOP - DAY (VFX-P)                               167

                   Soran is standing in front of the forcefield, facing 
                   Picard.

                                           SORAN
                             Now, if you'll excuse me, Captain, 
                             I have an appointment with 
                             Eternity and I don't want to be 
                             late.

                   We realize we are watching the same events play out 
                   again.

                   Soran turns and begins to climb up the scaffolding 
                   toward the top of the rock face. Picard drops to the 
                   ground on his back and begins to wriggle underneath 
                   the forcefield. Picard accidentally TOUCHES the 
                   field...

            167A   SORAN (VFX-P)                                               167A

                   turns at the sound of the field, sees Picard, and then 
                   draws his weapon. Soran quickly FIRES at Picard.

            167B   THE GROUND (VFX-P)                                          167B

                   is BLASTED APART, creating a cloud of dirt and debris, 
                   obscuring Picard and the whole area momentarily.

                    -- Soran jumps down one level, his disruptor still in his  
                       hand, ready just in case Picard somehow survived. 

                   Soran peers through the cloud of dust and debris.
          
                    -- The dust CLEARS... but Picard is gone along with
                       several feet of the ground where he was crawling.

            167C   SORAN (VFX-I)                                               167C

                   Soran glances up at the sky and sees the ENERGY RIBBON,
                   then begins to climb the scaffolding. Suddenly a BOOT
                   kicks him in the head.

             168   REVEAL KIRK                                                  168

                   who is attacking Soran in Picard's place. The two men 
                   begin to fight.

             169   NEW ANGLE (VFX-P)                                            169

                   as Picard rushes to the probe launcher and steps up 
                   onto the control platform and desperately begins trying 
                   to shut down the launcher...

                   The following happens very quickly:

                   -- Kirk fights with Soran, hand-to-hand, brutal.

                   -- Picard works the control panel, trying to make sense 
                      of it all. It won't respond. The control panel is 
                      bizarre and confusing -- many different screens and 
                      alien graphics. The alien countdown graphics continues 
                      to race by.

            169A   THE SKY (VFX-I)                                             169A

                   the distant energy ribbon can be seen getting closer...

            169B   THE MOUNTAINTOP   					       169B

                   Soran tries to pull his disruptor, but Kirk knocks it 
                   to the ground. There's a struggle for the weapon...

                   -- Picard looks helplessly at the control panel. 
                      Nothing he does has any effect. He keeps hitting 
                      buttons...looking for other control panels, anything 
                      to affect the launcher.

            169C   ANGLE (VFX-P)                                               169C

                   Suddenly, Picard touches one particular control and the 
                   screen CHANGES to an image of the Veridian SUN, held in 
                   the center of the alien CROSS-HAIR.

            169D   PICARD (VFX-P)                                              169D

                   begins working the control panel... desperate... he 
                   looks at the screen... hits a control. Suddenly the 
                   probe CLOAKS. Picard reacts at his mistake. Picard is 
                   left standing on an invisible platform three feet in 
                   the air -- a bizarre sight. Picard isn't sure what to 
                   do -- he can feel the console, but he can't see any of 
                   the controls.

                   -- Kirk punches Soran and sends him flying backward. 
                      Soran lands heavily on the ground, unconscious. Kirk 
                      stands over him, breathing heavily. He holds his back 
                      in pain -- that old back pain from the beginning of the
                      movie.

                                           PICARD
                                     (desperate)
                             Kirk -- there's a control PADD in 
                             his right pocket!

            169E   KIRK (VFX-P)                                                169E
        
                   sees Picard standing in mid-air and then reaches down, 
                   pulls the control PADD out of Soran's pocket. He 
                   begins working it...

             170   CLOSE ON SORAN                                               170
 
                   His eyes open... he sees what Kirk is doing... looks 
                   around quickly... sees the disruptor lying a few feet 
                   away, just beyond his reach...

             171   THE PROBE LAUNCHER (VFX-P)                                   171

                   Decloaks. Picard goes back to working on the controls.

            171A   KIRK (VFX-P)            				       171A

                   he smiles.

                                           KIRK
                             The twenty-fourth century isn't so 
                             tough.

                   Without warning, Kirk is BLASTED forward, shot from 
                   behind. Reveal Soran on the ground with the disruptor 
                   in his hand. He gets up, whirls around, points the 
                   weapon at Picard.

             172   MOUNTAINTOP - WIDE                                           172

                   The probe is suddenly LAUNCHED in a roar of flame. 
                   Soran freezes. His eyes follow the probe as it arcs 
                   into the sky. The two men watch the probe as it heads 
                   toward the sun...

            172A   THE PROBE (VFX-I)                                           172A

                   makes a sweeping turn to the right and arcs back down 
                   toward the planet. Soran watches in horror as the 
                   probe crashes harmlessly into the distant jungle. We 
                   hear a muffled explosion.

            172B   SORAN (VFX-I)                                               172B

                   can't believe his dreams have been shattered. He looks 
                   into the sky and sees the distant ribbon streaking 
                   overhead. The disruptor falls from his hand as he 
                   rushes to the top of the scaffolding.
 
             173   PICARD                                                       173

                   moves to Kirk, checks his pulse. The Captain's eyes 
                   flutter -- he's still holding on, but he's badly 
                   wounded.

             174   SORAN (VFX-I)                                                174

                   is standing on the rock ledge. He reaches up toward 
                   the sky as if trying to grab the Ribbon with his bare
                   hands...but the ribbon passes by and disappears.

                                           SORAN
                             No...

                   His look of shock turns to fury and madness. He turns 
                   to Picard.

                                           SORAN
                             YOU!!

            174B   NEW ANGLE (VFX-P)                                           174B

                   He jumps down a few levels and then DIVES off the 
                   scaffolding at Picard. But Picard is quicker. He 
                   GRABS the disruptor and FIRES -- the BLAST CATCHES
                   SORAN IN MID-AIR .

                   Soran drops to the ground a short distance away. Dead. 
                   The pocket watch has been shattered.

             175   PICARD                                                       175

                   turns back to Kirk, cradles the dying man's head in his 
                   lap. Kirk's eyes flick open, and he takes a ragged 
                   breath.

                                           KIRK
                             Nice shot.

                   Kirk coughs. His eyes flutter. He's fading fast.

                                           PICARD
                             I'll find a way to contact the 
                             Enterprise. You're going to be 
                             all right.

                                           KIRK
                             Did we do it? Did we make a 
                             Difference...?

                                           PICARD
                             Yes. 
                                     (beat) 
                             Thank you.

                                           KIRK
                             Least I could do...for a Captain 
                             of the Enterprise.

                   Kirk coughs again

                                           PICARD
                             Try to hang on.
         
                   Kirk looks up at the sky. the sunlight is warm on his 
                   face. A quiet moment... then, with a last smile on his 
                   face

                                           KIRK
                             It was fun.

                   Kirk dies.

                   Hold te scene for a long moment, the two men in the 
                   quiet clearing.

                   DISSOLVE TO:

             176   EXT. MOUNTAINTOP - SUNSET                                    176

                   Close on Picard's hand

                   as he places a stone on a large pile of other stones. 
                   MOVE TO REVEAL that Picard is placing the final few 
                   rocks on Kirk's grave.

                   He reaches into a pocket and pulls out Kirk's command
                   insignia pin. He carefully places it on the grave...
                   and stands there silently for a few moments.

                   A distant WHINE of engines can be heard. Picard looks 
                   up into the sky...

             177   PICARD'S POV (VFX-I)                                         177

                   An Enterprise SHUTTLECRAFT is flying through the sky 
                   toward the mountaintop.

             178   EXT. MOUNTAINTOP - SUNSET                                    178

                   The shuttle has just landed, and the door OPENS as 
                   Picard enters the clearing. Worf, Geordi and N.D. 
                   security guards jump out to meet him.

                                           WORF
                             Captain, are you all right?

                                           PICARD
                             Yes.

                                           LA FORGE
                             What about Doctor Soran?

                                           PICARD
                             You needn't worry about the Doctor 
                             anymore.

                   Picard moves toward the shuttle... then stops as he 
                   notices that the shuttle is damaged. Picard turns and 
                   notices for the first time that La Forge has a bandage on 
                   his face and Worf's uniform is torn.

                                           PICARD
                             Was there a problem with the 
                             Klingons?

                   Worf and La Forge exchange a look.

                                           GEORDI
                             You could say that...

                                                                            CUT TO:

             179   EXT. PLANET SURFACE - THE ENTERPRISE (WIDE SHOT) (VFX-I)     179

                   as seen before.

                                           PICARD (V.O.)
                             Captain's log, stardate 48650.1. 
                             The starship Farragut has arrived in
                             orbit and has begun to beam up 
                             the Enterprise survivors for transport 
                             back to Earth. 

                                                                            CUT TO:

             180   INT. ENTERPRISE - CORRIDOR - DAY                             180

                   A hive of activity -- Crewmembers moving about, 
                   carrying personal effects, equipment, etc. Some 
                   wounded people being carried on stretchers...

                   The corridor is lit by emergency beacons and a HATCH
                   has been opened at one end of the Corridor leading to 
                   the exterior of the ship. Daylight and jungle can be
                   seen outside.

                                           PICARD (V.O.)
                                     (continuing)
                             Our casualties were light. but
                             unfortunately the Enterprise
                             herself cannot be salvaged.

                   MOVE ALONG the Corridor in find Beverly helping an
                   Injured crewmember into the arms of a waiting Medical
                   N.D. Ogawa walks up to her

                                           OGAWA
                             That should be the last of the wounded, 
                             Doctor.

                   Beverly nods. She looks exhausted.

                                           BEVERLY
                             Two hundred thirty-two patients in 
                             under two days.

                   Two medical N.D.s walk past, carrying an empty 
                   stretcher. Beverly glances at them.

                                           BEVERLY
                                     (calls out)
                             Save that stretcher...

                                           OGAWA
                             Is there another patient?

                                           BEVERLY
                             No -- that one's for me.

                                                                            CUT TO:

            181    INT. ANOTHER LOCATION                                        181

                   Data and Troi are looking through rubble in a different 
                   section of the ship with tricorders. Troi reacts to 
                   something on the tricorder.

                                           TROI
                             Over here, Data! I think I've 
                             found something.

                   Data moves to her, with a hopeful and excited look.

                                           TROI
                                     (off tricorder)
                             One life sign, very faint.

                   Data hands his tricorder to Troi and then begins to 
                   pull debris aside with android strength.

             182   ANGLE ON DEBRIS                                              182

                   As Data pulls aside a large piece of plating, revealing 
                   Spot the Cat sitting in the wreckage. She looks at 
                   Data and gives a plaintive meow.

                                           DATA
                                     (relieved)
                             Spot.

                   He picks up the cat and holds it close, stroking its 
                   fur. The cat purrs happily.

                                           DATA
                             I am very happy to find you, Spot.

                   Troi smiles.

                                           TROI
                             Another family reunited.

                   Data turns, revealing that there are tears in his eyes. 
                   Troi is surprised and touched at the sight.

                                           TROI
                             Data... are you all right?

                                           DATA
                             I am not sure, Counselor. I am 
                             happy to see Spot... and yet I am 
                             crying. My emotional program must 
                             be malfunctioning again.

                   Troi puts a gentle hand on him.

                                           TROI
                             No, Data... I think it's working 
                             perfectly.

                   Data looks up at her and smiles through his tears. OFF
                   the image of Data cuddling his cat.

                                                                            CUT TO:

             183   INT. READY ROOM - DAY                                        183

                   Picard and Riker are sifting through the rubble of what 
                   once was the Ready Room, looking for something...

                   Riker sees something in the rubble.

                                           RIKER
                             Is this it?

                   Riker holds up the family photo album seen earlier.

                                           PICARD
                                     (relieved)
                             Yes, Number One. Thank you.

                   He takes the album... brushes off the dust and flips 
                   through the pages for a moment. Riker looks around the  
                   wrecked room.

                                           RIKER
                             I'm going to miss this ship. She 
                             went before her time.

                   Picard has been rejuvenated by his experience... given 
                   a new perspective on the issues of life and death.

                                           PICARD
                             It's not how many years you've 
                             lived, Wil... but how you've lived 
                             them.
                                     (beat) 
                             Someone once told me that time is 
                             a predator that stalks us all our 
                             lives. But maybe time is also a 
                             companion who goes with us on 
                             our journey, and reminds us to 
                             cherish the moments of our 
                             lives... because they will never 
                             come again. 
                                     (beat) 
                             We are after all. only mortal.

                   A quiet moment... Riker finally smiles.

                                           RIKER
                             Speak for yourself, sir. I kinda 
                             planned on living forever.

                   Picard smiles back at him and the two men EXIT to...

             184   INT. MAIN BRIDGE - DAY (VFX-P)                               184

                   Riker and Picard ENTER from the Ready Room. They look 
                   around the wrecked Bridge for a moment. Riker glances 
                   at the captain's chair.

                                           RIKER
                             I always thought I'd have a crack 
                             at this chair one day.

                                           PICARD
                             You may still... somehow I doubt 
                             this will be the last ship to 
                             carry the name Enterprise.

                   A beat, then Picard hits his combadge.

                                           PICARD
                                     (continuing, to com)
                             Picard to Farragut. Two to beam 
                             up.

                   The two men dematerialize.

                   FADE TO BLACK.

                                           THE END