Searching for the missing crew of the USS Aquitaine, William T. Riker and his away team follow a Chalnoth team, while Jean-Luc Picard tries to hold off Pathox, captain of the Bludgeoner and an adversary from a previous mission. The Enterprise away team finds the Chalnoth attacking a bug-eyed monster beneath the planet's surface. The creature has cocooned the crew of the Aquitaine and a Chalnoth crew. Pathox attacks the Enterprise, which holds its own, until several more Chalnoth ships arrive. The creature routs the Chalnoth away team, but Deanna Troi senses that it is trying to protect them by cocooning them. Riker learns that the Chalnoth were trying to set up a military post. Picard may have to abandon the away team to protect the ship.
- William T. Riker • Jean-Luc Picard • Pathox • Deanna Troi • unnamed Chalnoth • USS Enterprise-D personnel (unnamed USS Enterprise-D personnel)