

                STAR TREK: THE NEXT GENERATION 
                              
                       "Shades of Gray" 
                          #40272-148 
                              
                           Story by 
                        Maurice Hurley 
                              
                          Teleplay by 
                        Maurice Hurley 
                              and 
                Richard Manning & Hans Beimler 
                              
                          Directed by 
                          Rob Bowman 


THE WRITING CREDITS MAY NOT BE FINAL AND SHOULD NOT BE USED
FOR PUBLICITY OR ADVERTISING PURPOSES WITHOUT FIRST CHECKING
WITH THE TELEVISION LEGAL DEPARTMENT.

Copyright 1989 Paramount Pictures Corporation. All Rights
Reserved. This script is not for publication or
reproduction. No one is authorized to dispose of same. If
lost or destroyed, please notify the Script Department.

                    REVISED FINAL DRAFT

                        MAY 1, 1989


          STAR TREK: "Shades of Gray" - 5/1/89 - CAST 

                STAR TREK: THE NEXT GENERATION 
                       "Shades of Gray" 
                             CAST  
                             
                              
                           PICARD    
                           RIKER     
                           DATA      
                           PULASKI   
                           TROI      
                           GEORDI    

                           O'BRIEN   

                           Non-Speaking
                             MEDICAL TEAM (2)

          STAR TREK: "Shades of Gray" - 5/1/89 - SETS 

                STAR TREK: THE NEXT GENERATION 
                       "Shades of Gray" 
                          
                             SETS 

            INTERIORS                  EXTERIORS
          
            USS ENTERPRISE             PLANET SURFACE
              TRANSPORTER ROOM
              SICKBAY
                PULASKI'S OFFICE
          
                                       STOCK OPTICALS
          
                                       USS ENTERPRISE
          
                                       PLANET

     STAR TREK: "Shades of Gray" - REV. 5/2/89 - TEASER     1.

                STAR TREK: THE NEXT GENERATION                  
                       "Shades of Gray"                         
                            TEASER                              

	FADE IN:

1    EXT. SPACE - THE ENTERPRISE (STOCK OPTICAL)

	in orbit around a planet.

2    EXT. PLANET SURFACE - DAY

	GEORDI is moving through some underbrush.

					GEORDI
			Commander?

					RIKER (O.S.)
			I'm over here, Geordi.

3    ANOTHER ANGLE

	As Geordi rounds a bend and comes upon RIKER who is
	frowning.

					GEORDI
			What's wrong?

					RIKER
			Something jabbed me in the
			calf...

	Riker inspects his leg. There's a spot of blood.

					GEORDI
				(touches his
				 communicator)
			O'Brien -- Commander Riker's been
			injured -- lock on and bring him
			up.

					O'BRIEN'S COM VOICE
			Stand by.

	Riker protests:

					RIKER
			Geordi, it's just --

     STAR TREK: "Shades of Gray" - REV. 5/1/89 - TEASER     2.

3    CONTINUED:

					GEORDI
				(finishes it)
			A scratch. Right. Sorry,
			Commander, but we can't take any
			chances. We're the first survey
			team to set foot on this planet...
			we don't know what the risks are.

4    INT. TRANSPORTER ROOM

	O'BRIEN inputs the coordinates but when he attempts to
	beam them up, an ALARM SOUNDS on the console.

5    EXT. PLANET SURFACE - DAY

	Geordi impatiently touches his communicator.

					GEORDI
			What's the hold up, O'Brien?

6    INT. TRANSPORTER ROOM

	O'Brien is working on his control panel.

					O'BRIEN
			The transporter has detected
			unidentified microbes in
			Commander Riker's body.

					GEORDI'S COM VOICE
			Can't the biofilters screen them
			out?

					O'BRIEN
			Apparently not.

7    EXT. PLANET SURFACE - DAY

	As Geordi and Riker listen.

					O'BRIEN'S COM VOICE
			Doctor Pulaski has been notified.

					GEORDI
			Acknowledged.

	Riker treats it lightly.

     STAR TREK: "Shades of Gray" - REV. 5/3/89 - TEASER     3.

7    CONTINUED:

					RIKER
			I didn't want to leave just yet,
			anyway.

8    INT. TRANSPORTER ROOM

	PULASKI is now present with full medical kit. O'Brien
	is filling her in, showing her a readout on the
	console.

					O'BRIEN
			Here's the biofilter's analysis
			of the microbes.

					PULASKI
			Not much to go on...

					O'BRIEN
			I can override and beam Commander
			Riker aboard...

	Pulaski gives it thought, shakes her head.

					PULASKI
			No. I'd better go down and make
			an evaluation there.

	Pulaski strides to the transporter pad, steps onto it,
	looks around at the transporter with distaste. O'Brien
	picks up on this, feigns uncertainty as he sets the
	coordinates:

					O'BRIEN
			Hmm... I hope these are the right
			coordinates...

	Pulaski gives him a sharp look. O'Brien grins.

					O'BRIEN (cont'd)
			Just kidding, Doctor. I know how
			much you love the transporter...

					PULASKI
			About as much as I love comical
			transporter chiefs...

9    OMITTED

     STAR TREK: "Shades of Gray" - REV. 5/3/89 - TEASER     3A.

10   EXT. PLANET SURFACE - DAY (OPTICAL)

	Riker and Geordi as before. Pulaski MATERIALIZES,
	takes a beat to check that she's still in one piece,
	takes out her medical tricorder, and steps over to
	Riker.

					PULASKI
			Fill me in.

					RIKER
			I was walking along, minding my
			own business, making a simple
			geological sweep... and something
			stuck me in the leg.

					PULASKI
			Any pain?

        STAR TREK: "Shades of Gray" - 5/1/89 - TEASER        4.

10   CONTINUED:

					RIKER
			No -- a little numb, that's all.

					PULASKI
			Do you know what it was that stuck
			you?

	Riker shakes his head.

					GEORDI
			We've been looking for it, but
			no luck.

	Pulaski continues her scan.

					PULASKI
			Well, whatever it was, it left
			something behind... I'm going
			to bring you up to Sickbay.

11   OMITTED

12   NEW ANGLE

	Pulaski rises and touches her communicator.

					PULASKI
			O'Brien, this is Doctor Pulaski.
			Medical override is authorized.
			Beam us directly to Sickbay.

					O'BRIEN'S COM VOICE
			Acknowledged.

13
thru	OMITTED
15

15A  INT. SICKBAY (OPTICAL)

	Two MEDICAL CREWMEN are standing by. Geordi, Riker,
	and Pulaski MATERIALIZE. The medical crewmen cross
	to Riker's side to help him over to a medical table.
	Riker waves them away.

					RIKER
			I can walk to the table, thank
			you.

     STAR TREK: "Shades of Gray" - REV. 5/1/89 - TEASER     5.

15A  CONTINUED:

					PULASKI
			Commander, don't start acting
			heroic.

					RIKER
			Doctor, for personal reasons, I'll
			walk.

					PULASKI
			May I ask why?

					RIKER
			I've always had the notion that
			if I was ever so injured that I
			couldn't make it on my own two
			feet... it would be over.

					PULASKI
			Medically speaking, that's
			ridiculous.

					RIKER
			You'll get no argument from me,
			but... that's how I feel.

	Riker takes a step toward the bed. His leg gives out
	on him; he falls. Riker's more surprised than anything
	else.

					RIKER (cont'd)
			Whoa --

	The medical crewmen pick Riker up and put him on the
	table.

					RIKER (cont'd)
			This is the strangest feeling.
			My whole leg just went -- dead.

	Off Pulaski's concerned reaction:

									FADE OUT.

                         END OF TEASER                          

     STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT ONE     6.

                            ACT ONE                             

	FADE IN:

16   EXT. SPACE - THE ENTERPRISE (STOCK OPTICAL)

	The ship is still in orbit.

					PICARD (V.O.)
			Captain's log, Stardate 42976.1.
			During a geological survey of
			Surata Four, Commander Riker has
			become infected by an unidentified
			microbe.

17
thru	OMITTED
19

20   INT. SICKBAY

	Riker is on the center table. Pulaski is off to the
	side studying her instruments. PICARD ENTERS.

	Through all of this there is a great deal of tension
	even though those in the room maintain a detached,
	scientific demeanor. Picard approaches the center
	examining table.

					PICARD
			Number One.

					RIKER
			Captain.

					PICARD
			Put your foot where it didn't
			belong, did you?

					RIKER
				(nods)
			The doctor's been getting bored
			lately. I thought I'd find her
			a challenge...

					PULASKI
			That you did.

21   ANOTHER ANGLE

	Pulaski leaves a work station and steps over to the
	wall panel.

     STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT ONE     7.

21   CONTINUED:

					PULASKI
			The commander's nervous system
			has been invaded by an unknown
			microorganism. Not a bacteria,
			not a virus -- but with elements
			of both.

	She activates the wall panel.

22   PULASKI AND WALL PANEL (OPTICAL)

	Displayed on the wall panel is a rendering of Riker's
	body. Pulaski touches the panel, and the injury to
	Riker's leg becomes highlighted.

					PULASKI
				(indicates)
			There's the point of entry...

23
thru	OMITTED
24

25   SCENE (OPTICAL)

	Pulaski turns back to the examination table. She holds
	a sophisticated scanner.

					PULASKI
			The microbes have infected the
			great sciatic nerve... they're
			multiplying at an incredible
			rate.

	She moves the scanner near his leg.

					PULASKI (cont'd)
				(indicating the screen)
			There.

	The nerves in Riker's injured leg are now highlighted.
	The highlighting extends up the major nerves into
	Riker's thigh.

					PICARD
			Can you remove it?

					PULASKI
			Not surgically. The organisms
			fuse to the nerve, intertwining
			at the molecular level.

     STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT ONE     8.

25   CONTINUED:

					RIKER
			That's why the transporter's
			biofilters couldn't extract them.

					PULASKI
			There's no evidence of nerve
			damage, but the organisms are
			impeding nervous function.

					RIKER
				(nods)
			My leg's still asleep.

					PICARD
				(to Pulaski)
			Your prognosis?

					PULASKI
			The infection is spreading. It
			will eventually reach the brain.

					PICARD
			And if it interfered with neural
			activity there...

					PULASKI
			Commander Riker could die.

	Riker takes it stoically.

					PICARD
			How can I help?

					PULASKI
			I need to know more about its
			composition.

					PICARD
			And for that, you need a sample.

					PULASKI
			Exactly.

	Picard touches a com panel:

       STAR TREK: "Shades of Gray" - 5/1/89 - ACT ONE       9.

25   CONTINUED: (2)

					PICARD
			Mister Data, Mister La Forge -- prepare
			to beam down to the planet.

26   OMITTED

27   INT. TRANSPORTER ROOM

	DATA and Geordi are preparing to mount the platform.
	Each carries a tricorder and a large phaser. O'Brien
	is behind the console.

					DATA
			I must reiterate that it would
			be better if I went alone.

					GEORDI
			Don't like my company?

					DATA
			Your company is not at issue.
			Your vulnerability to this
			microorganism is.

					GEORDI
			I'll watch where I step. Besides,
			how do we know that this bug
			doesn't like androids even more
			than it likes humans?

					DATA
			Possible, but highly unlikely.
			In any event, why risk both of
			us?

					GEORDI
			Because I know exactly where
			Commander Riker was when it
			happened.

	Data accepts the logic, and they climb onto the
	transporter pad.

28   OMITTED

    STAR TREK: "Shades of Gray" - REV. 5/4/89 - ACT ONE    10.

28   OMITTED

29   EXT. PLANET SURFACE - DAY (OPTICAL)

	Data and Geordi MATERIALIZE. Because of what happened
	to Riker this place is ominous.

					GEORDI
			He was right over here.

	Geordi is very careful where he steps as --

30   ANOTHER ANGLE

	-- he and Data move to the spot and hunker down.
	Geordi examines the area with his VISOR while Data
	begins a meticulous scan with his tricorder.

					DATA
			I detect no animal life within
			fifty kilometers. Merely
			vegetation.
				(a beat)
			However, I am reading extensive
			animal remains -- mostly
			fossilized.

					GEORDI
			A graveyard?

					DATA
			I do not know.

	They keep looking.

					GEORDI
			Look at this.

	Geordi indicates an unusual-looking vine. Data turns
	his attention to the vine.

					DATA
			The structure is rhizomatous.

	Data reaches down to touch the vine.

					GEORDI
			Be careful.

					DATA
			I am always careful.

    STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT ONE    10A.

31   ANOTHER ANGLE

	As Data lifts the vine up off the ground. The vine
	looks dead -- harmless.

					DATA
			It appears to be dead.

	Geordi examines the vine with his VISOR.

					GEORDI
			I'm not so sure. I can see
			thermal variations...
				(gets an idea)
			Data, set it down. Let's try
			something.

	Data does so.

    STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT ONE    11.

31   CONTINUED:

					GEORDI (cont'd)
			Perhaps it likes humans more than
			androids.

	Geordi slowly extends his hand to the vine, inviting it
	to "strike."

					DATA
			If you are correct, you are
			placing yourself in grave danger.

					GEORDI
			I'm counting on those great
			android reflexes of yours...

32   CLOSER ANGLE
	as Geordi's hand nears the vine. All at once, the vine
	moves -- springing toward Geordi's hand. But Data
	moves faster, grabs the vine and holds it.

33   THE VINE

	Data turns the vine over -- and we can now see a meanlooking
	thorn protruding from the underside of the
	vine.

34   DATA AND GEORDI

	As they study it.

					GEORDI
			I'd say that's what we're looking
			for.

					DATA
			I would tend to agree.

	Geordi makes an adjustment to his phaser as Data holds
	the vine.

35
thru	OMITTED
36

36A  CLOSE ON THE THORN (OPTICAL)

	as Geordi fires up a pinpoint phaser beam to cut loose
	the thorn. But the moment the beam touches the vine:

    STAR TREK: "Shades of Gray" - REV. 5/4/89 - ACT ONE    12.

36B  WIDER

	The area around Geordi and Data begins to move. Large
	clumps of vines vibrate. It is as if they are standing
	on a great living thing, which has just awoken, and
	is very angry.

					GEORDI
				(touches communicator)
			O'Brien! Stand by!
				(to Data)
			Hold it still.

	Data has to make an effort to keep the vine in his
	hands from moving as the vines around them continue
	their frantic oscillation. Geordi finishes his task,
	slaps his communicator:

					GEORDI (cont'd)
			Got it. Energize!

36C  INT. TRANSPORTER ROOM (OPTICAL)

	O'Brien is behind the console. Picard ENTERS as
	O'Brien hits the button. Geordi and Data MATERIALIZE
	on the platform.

36D  NEW ANGLE

	as Geordi looks himself over. No blood anywhere.

					GEORDI
			Thanks, O'Brien. Another minute,
			and we'd've been fossils
			ourselves.

					DATA
			Not precisely, Geordi. True
			fossilization requires several
			millennia.

	Geordi strides off the platform, shows Picard the thorn
	he's carefully holding.

					GEORDI
			Captain, here's your sample.

					PICARD
			Get it to Sickbay right away.

	Geordi EXITS with the thorn. Picard crosses to Data.

    STAR TREK: "Shades of Gray" - REV. 5/4/89 - ACT ONE    13.

36D  CONTINUED:

					PICARD (cont'd)
			Report.

					DATA
			Captain, the commander's injury
			was not accidental. Certain vines
			on the planet evidently seek out
			warm-blooded beings and
			deliberately infect them.

					PICARD
			To what end?

					DATA
			Unknown. It is conceivable that
			there is a symbiotic relationship
			involved...

	Data hesitates. Picard prompts him:

					PICARD
			Go on.

					DATA
			There were numerous animal
			remains in the area, leading me
			to hypothesize that the vines
			could be predatory.

					PICARD
			Then they infect animals in order
			to kill them.

					DATA
			It is possible.
				(a beat)
			For Commander Riker's sake, I hope
			my hypothesis is in error.

					PICARD
			Unfortunately, Mister Data, your
			hypotheses rarely are.

	Off Picard's concern:

37   OMITTED

									FADE OUT.

                        END OF ACT ONE                          

    STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT TWO    14.

                            ACT TWO                             

	FADE IN:

38   OMITTED

38A  INT. PULASKI'S OFFICE

	Pulaski is at a library console, entering data. Picard
	is looking over her shoulder. One of the medical
	crewmen enters, hands Pulaski a chip which she inserts
	into the console. She's not pleased with what is
	displayed.

					PULASKI
			All negative.

					PICARD
			There's nothing that will cure
			this infection?

					PULASKI
			This microorganism is very
			mysterious. I can't even figure
			out what's keeping it alive.

					PICARD
			Or how to kill it.

					PULASKI
			Oh, I can kill it... but not
			without destroying the nerves it's
			inhabiting.

	Pulaski takes a breath. Her frustration is evident.

					PICARD
			I know you're doing your best...

					PULASKI
			My best may not be good enough.

39   INT. SICKBAY

	Riker, lying on the bed as before, flexes his right arm
	by making a fist and then spreading his fingers wide.
	His look of concern tells us the numbness is spreading.

	Picard ENTERS from Pulaski's office. Riker relaxes his
	hand and covers his anguish with a smile.

    STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT TWO    15.

39   CONTINUED:

					PICARD
			Comfortable?

					RIKER
			How could I not be comfortable?
			I'm being waited on hand and foot.

	Riker puts his left hand behind his head -- a "kickback-and-relax"
	gesture.

					RIKER (cont'd)
			My only worry is that they'll find
			out I'm faking it.

	But, of course, Picard knows this is no charade.

					PICARD
			I wish you were faking it. I've
			seen the thorn, Number One.

					RIKER
			The doctor showed it to me, too.
			Harmless-looking thing, isn't
			it?

	Picard can't help but feel pride at the stoic, almost
	cheerful outlook of his subordinate.

					PICARD
			But deadly.
				(a beat)
			I'm sorry.

					RIKER
			These things happen.

					PICARD
			When you least expect them.

					RIKER
			I'm surprised they don't happen
			more often. After all, we are
			exploring the unknown.

	Picard's frustration begins to show:

					PICARD
			And now and then we are humbled...
			reminded that the universe
			contains much that is beautiful...
			and much that is malevolent.

    STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT TWO    16.

39   CONTINUED: (2)

					RIKER
			Captain, I hardly think the vine
			that struck me did so out of
			malice.
				(a beat)
			If I've learned anything aboard
			this ship... from our voyages...
			from you... it's that most life
			forms act out of an instinct for
			survival -- not out of evil.

	Picard smiles at his protege.

					PICARD
			A worthy lesson. I admire your
			lack of rancor, Number One.

					RIKER
			Captain, if you drop a hammer on
			your foot, it's rather useless
			to get mad at the hammer.

	Picard looks at his friend with admiration, then EXITS
	into Pulaski's office.

39A  INT. PULASKI'S OFFICE

	Pulaski is still working away at her console as Picard
	ENTERS.

					PICARD
			Anything?

					PULASKI
			Not yet.

					PICARD
			Doctor, we're running out of time.

       STAR TREK: "Shades of Gray" - 5/1/89 - ACT TWO       17.

39A  CONTINUED:

	Pulaski turns, gives Picard a glare. Picard backs off.

					PICARD (cont'd)
			You're right. I don't need to
			remind you of your duties. I
			didn't mean to give offense.

					PULASKI
				(smiles)
			None taken.

	Pulaski turns back to her work.

					PULASKI (cont'd)
			Now get out of my hair.

					PICARD
			Aye aye, Doctor.

	And Picard EXITS.

40   EXT. SPACE - THE ENTERPRISE (STOCK OPTICAL)

	in orbit around the planet.

41   OMITTED

42   INT. SICKBAY

	One of the medical crewmen is running the scanner over
	Riker's body. Riker's weak; his arms and legs are so
	much dead weight, and it's a bit of an effort for him
	to speak. Still, he's at his most charming:

					RIKER
			This bug's persistent, I'll admit.
			But I'm not worried. We Rikers
			are ornery, too...

	The crewman can't help cracking a smile. In b.g., TROI
	ENTERS. Riker doesn't see her.

					RIKER (cont'd)
			In fact, my great-grandfather was
			once bitten by a rattlesnake.
			After three days of intense pain
			-- the snake died.

	The crewman's smile widens.

    STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT TWO    18.

43   ANOTHER ANGLE

	as Troi steps forward. Riker sees her, doesn't change
	expression -- but falls silent. The crewman completes
	the scan, puts away the scanner, EXITS... leaving Troi
	and Riker alone in the room.

	A long beat. Troi crosses to Riker's side.

					TROI
			You're a very entertaining
			patient.

					RIKER
			I try.

					TROI
			Yes. You're making quite an
			effort to be cheerful.

	It's almost an accusation. Riker stares at her, drops
	all pretense.

					RIKER
			You of all people should know...

					TROI
			You feel what anyone in your place
			would feel.

					RIKER
			But I'm the first officer of this
			ship. I have to set an example.

					TROI
			Even now?

					RIKER
			Now most of all. Deanna, facing
			death is the ultimate test of
			character. I don't want to die
			-- but if I have to, I want to
			do it with a little pride.

					TROI
			And a lot of impudence.

					RIKER
				(smiles)
			You bet. Dying is bad enough --
			but losing my sense of humor?
			Forget it.

    STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT TWO    19.

43   CONTINUED:

	Troi looks at him with love and compassion, gently
	reaches out, touches his face.

					TROI
			Imzadi...

43A  NEW ANGLE

	A shared moment. Then Riker's devil-may-care manner
	returns:

					RIKER
			I haven't given up yet. The best
			medical team in Starfleet is on
			the case... I'm sure they'll...

	And suddenly, Riker's voice trails off -- and he loses
	consciousness. Alarmed, Troi looks at the diagnostic
	readouts -- Riker's vital signs are falling fast.

44   PULASKI

	ENTERS quickly and examines Riker.

45   ANGLE ON THE WALL PANEL (OPTICAL)

	as Pulaski punches up the display of Riker's nervous
	system. The highlighting has expanded and now reaches
	the spinal column.

					PULASKI
			It's spread to the spinal column.
			It's weakening his autonomic
			nervous system.

45A  ON PULASKI

	as she picks up a hypospray, gives Riker a shot. Riker
	doesn't respond, but his vital signs stabilize -- still
	quite low.

    STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT TWO    20.

45A  CONTINUED:

					PULASKI
			Judging by its present rate of
			growth and infiltration pattern,
			the infection will reach his brain
			within an hour.

	On Troi's reaction:

									CUT TO:

46
thru	OMITTED
56

57   EXT. SPACE - THE ENTERPRISE (STOCK OPTICAL)

	Orbiting the planet.

					PULASKI (V.O.)
			Medical log, Stardate 42976.2.
			I can't keep the alien infection
			from spreading to Commander
			Riker's brain.

58   INT. SICKBAY

	Riker is unconscious. At the head of Riker's bed is a
	strange device -- a tunnel-shaped apparatus designed to
	encircle the patient. On one side is a binocular
	eyepiece somewhat like an electron microscope's. Troi
	looks on as Pulaski and the two medical crewmen
	position the device. Over this:

					PULASKI (V.O., cont'd)
			Once there, it will kill him by
			dampening neural impulses. The
			only way I can keep him alive
			is to force the neurons to stay
			active -- by stimulating them
			directly with electrical impulses.

59   NEW ANGLE

	as the crewmen prepare the device.

					PULASKI
			Let's proceed.

         STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT TWO        20A

60   ON RIKER

	His head has been clamped to the table to keep it
	perfectly motionless. The device slides slowly into
	place, surrounding his head.

    STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT TWO    21.

61   ON PULASKI

	as she puts her eyes to the eyepiece and operates the
	controls of the device.

62   ON RIKER

	as his head is bathed in light. Two thin, needletipped
	probes extend from the device. The probes break
	the skin of Riker's temple, keep moving until about
	three inches of the needle tips have been inserted into
	Riker's head.

63   ON PULASKI

	keeping her eyes to the eyepiece and making fine
	adjustments to the device.

64   OMITTED

65   ON RIKER

	as two more probes appears, insert themselves into
	Riker's forehead.

66   ON PULASKI

	nodding with satisfaction.

					PULASKI
			Good...

	She makes more adjustments.

67   ON RIKER

	as two more probes insert themselves into Riker's head
	from underneath, entering at a point underneath the
	ear. Once those probes are in place, two more probes
	appear and insert -- making a total of eight.

68   ON PULASKI

	taking her eyes from the device's eyepiece, checking
	Riker's vital signs monitor, and turning to one of the
	medical crewmen:

    STAR TREK: "Shades of Gray" - REV. 5/1/89 - ACT TWO    22.

68   CONTINUED:

					PULASKI
			Stand by with five milligrams of
			tricordrazine in case of seizure.
				(takes a breath)
			Here goes...

	She presses a panel on the device.

68A
thru	OMITTED
70

71   A SLOW PUSH IN

	on Riker's face as Pulaski activates the current.
	Riker's face twitches involuntarily as current is
	applied to the probes -- and then he is motionless.
	Then a variation of the ripple dissolve...

									DISSOLVE TO:

71A  EXT. PLANET SURFACE (STOCK FROM #107 SCENES 34 TO 37)

	Dimly lit, a twilight world of overcast, turbulent
	skies hanging heavily over a strange landscape of
	coral-like "trees." LIGHTNING explodes above, as a
	dull THUNDER echoes through this eerie labyrinth.

	In a relatively clear area, Riker suddenly
	materializes... alone! He's woozy, but in one piece.
	He looks around, perplexed, worried.

					RIKER
			Tasha? Data? Geordi? Worf?!

	No answer. Riker scrambles toward a nearby rise,
	through the "forest," and up the incline... reaching
	the top.

	He surveys the surrounding area, with no luck.

	Landscape. No sign of anything lifelike.

	More THUNDER o.s.

					RIKER
			Anybody?!

									DISSOLVE BACK TO:

    STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT TWO    22A.

71B  INT. SICKBAY (OPTICAL)

	CLOSE on Riker's sweating, tormented face. WIDEN to
	include Troi and Pulaski. Pulaski punches up the view
	of Riker's nervous system. The highlighting now
	includes part of the brain. Pulaski then examines the
	vital signs monitor:

					PULASKI
			We've stimulated random wave
			activity, but the patterns are
			dangerously erratic.

					TROI
				(under her breath)
			Hang on, Will...

	On Troi's expression of concern, we --

									FADE OUT.

                        END OF ACT TWO                          

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   23.

                           ACT THREE                            

	FADE IN:
72
thru	OMITTED
74

74A  INT. SICKBAY

	CLOSE on an unconscious but highly agitated Riker.
	WIDEN to include Troi and Pulaski. Pulaski makes a
	series of adjustments to the device.

					PULASKI
			The wave patterns are still too
			irregular.

					TROI
			Why won't they stabilize?

					PULASKI
			Wait -- I've found the proper
			amplitude --

	Pulaski makes a small adjustment. After a beat:

					PULASKI (cont'd)
			There. The patterns are steadier.

					TROI
			Is the stimulation preventing the
			infection from taking hold?

					PULASKI
			For now.

	Pulaski studies the monitor.

					PULASKI (cont'd)
			The vertex waves indicate a K-complex
			corresponding to an R.E.M.
			state.

					TROI
			He's dreaming.

74B  ON RIKER

	his expression less agitated than before...

									DISSOLVE TO:

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   23A.

74C  INT. HOLODECK CORRIDOR (STOCK, #102 SC. 133-140)

	The Parkland hidden at this moment by a WILD SECTION OF
	CORRIDOR WALL AND HATCHWAY which, when the hatch is
	opened, will REVEAL PARKLAND.

					COMPUTER VOICE
				(continuing; without
				 delay)
			And if you care to enter,
			Commander...

					RIKER
				(snaps; interrupting)
			I do.

	Immediately, the hatch slides open and WE SEE THE
	PARKLAND (LOCATION). It looks (and is) real, including
	land contours, trees, and even a small stream nearby.
	Beyond that the Parkland stretches off for what appears
	to be miles and miles away to the horizon.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   24.

74D  ANGLE BACK TOWARD HATCHWAY

	as Riker ENTERS through it and stands inspecting the
	Parkland scene with genuine appreciation and then HEARS
	SOMEONE WHISTLING A MELODY, but doing it rather badly
	and laboriously.

74E  ANGLE PAST RIKER INTO PARKLAND

	as he MOVES AWAY, seeking the source of the WHISTLING
	which will begin to grow LOUDER now.

74F  ANGLE AT STREAM

	as Riker crosses, stepping from rock to rock. He makes
	a misstep, almost falls, then recovers and gets across.
	He looks back at the stone which caused it.

74G  CLOSER ON RIKER

	As he walks, the WHISTLING is nearby now. He stops,
	calls:

					RIKER
			Hello!

	The WHISTLING has continued without pause. Riker cocks
	his ear, corrects his direction slightly.

74H  EXT. WOODLAND GLEN

	Riker ENTERS SHOT through shrubbery, sees something
	and stops.

74I  ANGLE ON DATA

	Lying there, cushioned by deep grass. He's totally
	absorbed in certain melody notes he's attempting --
	and keeps missing.

74J  PANNING RIKER

	Moving onto TWO SHOT where he stops, and WHISTLES the
	same melody, hitting the correct notes. A startled
	Data looks up blankly, then comes quickly to his feet,
	but Riker waves him back down, sits beside him.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   25.

74J  CONTINUED:

					DATA
			Marvelous how easily humans do
			that, sir. I still need much
			practice.

	Riker hesitates, then:

					RIKER
			There are some puzzles down on
			the planet that Captain Picard
			wants answered. He suggests I
			take you on the away team I'll
			be leading.

					DATA
			I shall endeavor to function
			adequately, sir.

	Riker hesitates, wanting to say something but not sure
	how to begin.

					RIKER
			Uh, yes. And when the captain
			suggested you I, uh, looked up
			your record...
				(hesitates)

					DATA
			Yes sir, a wise procedure always.

					RIKER
			Then, your rank of lieutenant
			commander is honorary.

					DATA
			No, sir. Starfleet Class of '78;
			honors in probability mechanics
			and exobiology.

					RIKER
			But your files... they say you're
			a...

					DATA
				(waits; then)
			Machine? Correct, sir. Does that
			trouble you?

					RIKER
				(hesitates)
			To be honest... yes, a little.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   26.

74J  CONTINUED: (2)

					DATA
			Understood, sir. Prejudice is
			very human.

					RIKER
			Now that troubles me. Do you
			consider yourself superior to us?

					DATA
			I am superior in many ways. But
			I would gladly give it up to be
			human.

					RIKER
				(studies Data; then)
			Nice to meet you, Pinocchio.

	Data seems uncomprehending.

					RIKER
				(continuing; explains)
			A joke.

					DATA
				(straight-faced)
			Ah! Intriguing.

					RIKER
				(big grin)
			You're going to be an interesting
			companion, Mister Data.

75
thru	OMITTED
78

79   INT. MAIN BRIDGE (STOCK FROM #128 SCENE 45)

	Riker looks up from a panel.

					RIKER
			All stations have reported,
			Captain. There seems to be no
			immediate threat to our ship or
			crew.

	As Riker stands looking at the dark Viewscreen, Picard
	moves up to stand beside him.

   STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT THREE   27.

79   CONTINUED:

					PICARD
			In which case, let's hold position
			for a while, Number One. This
			is worth studying.

					RIKER
			Incredible. It's like looking
			off into... infinity, sir.
				(turns to Picard)
			Remember the course in ancient
			history at Starfleet Academy?
			Back to the time when men still
			believed the Earth was flat?

					PICARD
				(smiles)
			And that the sun revolved around
			the Earth...

					RIKER
			And if a ship sailed too far out
			into the ocean it would fall off
			the edge of the world...

	Riker turns back to look at the empty void on the
	viewscreen.

					PICARD
			"Beyond this place there be
			dragons... " It was even said that
			crews would threaten to hang their
			captain from the yardarm if they
			refused to turn back.

					RIKER
			I'm sure no one here has that in
			mind, sir.

					PICARD
			How comforting, Number One.

79A
thru	OMITTED
80

80A  INT. TEN-FORWARD (STOCK FROM #136 SCENE 28)

	Wesley sits with Riker at the bar. Guinan watches them
	from behind the bar.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   28.

80A  CONTINUED:

					WESLEY
			But what do I say? How should
			I act? What do I do?

	Riker turns to Guinan and motions toward a nearby empty
	table.

					RIKER
			Guinan, I need your help. Could
			you sit over there?

					GUINAN
			That seems simple enough.

	Guinan walks around the bar and heads for a table.
	Riker and Wesley follow. Guinan sits. Riker sits
	beside her. Wesley stands off to one side.

					RIKER
				(to Wesley)
			The first words out of your mouth
			are the most important. You could
			start by saying something like...
				(turns to Guinan)
			... "you're the most beautiful
			woman in the galaxy."

	Riker holds the look for a moment, then turns back to
	Wesley.

					RIKER
				(continuing)
			But that might not work.

					GUINAN
			Yes it would.

	Riker is relieved and amused. This is going to be fun.
	He turns to Guinan.

					RIKER
			If you only knew how much I wanted
			to tell you that.

					GUINAN
			But you were afraid.

					RIKER
			Yes.

					GUINAN
			Of me?

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   29.

80A  CONTINUED: (2)

					RIKER
			Of us. Of what we could become...

					WESLEY
			Commander Riker...

	They ignore him.

					RIKER
			... and that you might have
			thought it was a line.

					GUINAN
			Maybe I do think it's a line.

					RIKER
			Then you think I'm not sincere?

					GUINAN
			I didn't say that. There's
			nothing wrong with a line. It's
			like a knock on the door.

					RIKER
			Then you're inviting me in?

					GUINAN
			I'm not sending you away.

					RIKER
			That's more than I expected.

					GUINAN
			But is it more than you hoped?

					RIKER
			To hope is to recognize the
			possibility. I had only dreams.

					GUINAN
			Dreams can be dangerous.

					RIKER
			Not these dreams.

	He looks into her eyes.

					RIKER
				(continuing)
			I dream of a galaxy where your
			eyes are stars... And all the
			universe worships night.

   STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT THREE   30.

80A  CONTINUED: (3)

					GUINAN
			Careful, if you place me too high
			on a pedestal, you won't be able
			to reach me.

					RIKER
			Then I'll learn to fly. You are
			the heart in my day and the soul
			in my night.

	Wesley taps Guinan on the arm.

					WESLEY
			I don't think this is my style.

					GUINAN
			Shut up, kid.
				(to Riker, dreamily)
			Now, tell me more about my eyes.

									DISSOLVE BACK TO:

81   INT. SICKBAY (OPTICAL)

	Riker's face is calmer. WIDEN to reveal Pulaski and
	Troi. Troi is concentrating.

					TROI
			He's relaxed... experiencing
			feelings of warmth. Friendship.

					PULASKI
			He's reliving memories. That's
			a natural side effect of the
			neural stimulation.

	Pulaski punches up the diagram of Riker's body with
	the organism highlighted. To her surprise:

					PULASKI (cont'd)
			Look at this! The organisms'
			metabolism has changed. I wonder
			if the stimulation is affecting
			them somehow...

	Pulaski again adjusts the device.

					PULASKI (cont'd)
			I'm going to refocus the impulse
			pattern on the interpretative
			cortex.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   31.

81   CONTINUED:

					TROI
			Will that intensify the
			commander's memories?

					PULASKI
			Exactly. And we'll see if that has
			an effect on the microbes...

	Pulaski activates the device --

81A  ON RIKER

	as we PUSH IN again and

									DISSOLVE TO:

81B  OMITTED

81C  INT. COUNCIL CHAMBERS (STOCK FROM #109 SCENES 12-13))

	The kind of place you'd like to visit. No particularly
	formalized furnishing plan -- it includes just about
	any way anyone would like to sit or loll. The same
	sort of revealing but sensible garb here too -- along
	with good humor. In fact, joy is what is mainly
	present here. Lots of fruit, nuts, food and drink
	selections. A MUSIC GROUP of harpists in sight --
	admittedly strange looking harps on which they compose,
	and now and then PLAY LILTING MUSIC which, like
	everything else, is not taken too seriously here
	either.

					RIVAN
			Everyone! We've brought the
			visitors!

					LIATOR
				(gesturing to away team)
			Please enjoy what we have!

81D  EMPHASIZING ENTERPRISE PEOPLE

	as they are taken charge of with great hospitality.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   32.

81E  INT. COUNCIL CHAMBERS (STOCK FROM #109 SCENES 31-31A)

	TRUCKING WITH RIKER as he passes through the Council
	Chamber bemused at the sight of the Edo of all ages and
	both sexes enjoying music, food, and each other. He
	comes to three who are playing a game with what appear
	to be marbles, each holding one to five of them hidden
	in the hand, then all of them simultaneously revealing
	how many each of them holds. We don't have to know
	the rules -- they know them and two of them will LAUGH
	delightedly at the total of marbles exposed. One will
	HANG HIS/HER HEAD in mock despair. Then when they look
	up to find Riker watching, they extend marbles to him,
	an offer to let him play too.

					EDO MARBLE PLAYER
			This will please you. Join us!

					RIKER
				(grins; shakes head)
			Another time. Thanks.

	Riker moves on a couple of steps to where an Edo man
	and woman, partially unclothed, are laying on a couch
	locked in an embrace. If they're not actually making
	love now, it is clear they will be doing it any moment
	now. As Riker pauses a female EDO SPECTATOR passes
	through, patting him on the backside.

					EDO SPECTATOR
			Joy and happiness!

					RIKER
			Certainly is.

	Riker smiles again, moving on through the room.

81F  ANGLE ON WORF

	as Riker moves into TWO SHOT with him.

					RIKER
			The good life, Worf.

					WORF
			I am not concerned with pleasure,
			Commander. I am a warrior.

					RIKER
			Even Klingons must need love now
			and then.

   STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT THREE   33.

81F  CONTINUED:

					WORF
			For what we consider love, sir,
			I would need a Klingon woman.

					RIKER
				(eyes Worf curiously)
			How about plain old basic sex?
			You must have some need for that.

					WORF
			Of course. But with the females
			who are available to me... Earth
			females... I must restrain myself
			too much. They are quite fragile,
			sir.

					RIKER
				(eyes him again)
			Worf, if anyone else said that,
			I'd suspect he was bragging.

					WORF
				(puzzled)
			"Bragging," sir?

81G  INT. HOLODECK (STOCK FROM #116 SCENES 21 THRU 27)

	This three-dimensional, computer-generated image is
	so beautiful it takes Riker's breath.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   34.

81G  CONTINUED:

					RIKER
				(to the Bynars)
			Gentlemen, if this is what you
			call "enhancement" you have a gift
			for understatement.

	He CROSSES to the beautiful WOMAN.

81H  ANGLE ON WOMAN'S TABLE

	As Riker sits down, the IMAGES COME TO LIFE. The combo
	BEGINS TO PLAY, the woman (Minuet) MOVES.

81I  RIKER AND WOMAN

	He looks at her with interest.

					RIKER
			What's your name, and tell me you
			love jazz.

					MINUET
			My name is Minuet. I love all
			jazz except Dixieland.

					RIKER
			Why not Dixieland?

					MINUET
			Because you can't dance to it.

					RIKER
			My girl.

81J  ANGLE ON TABLE WITH RIKER AND MINUET (OPTICAL)

	A slight change occurs in Minuet. The way she looks
	at Riker is more personal.

					RIKER
				(slyly)
			What's a knockout like you doing
			in a computer-generated joint like
			this?

					MINUET
			Waiting for you.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   35.

81J  CONTINUED:

	Her voice is deeper, sexier. Her eyes are warm,
	liquid, inviting.

					RIKER
			Waiting for me?!! You can't be
			serious?

					MINUET
			Oh yes, Will -- I've never been
			more serious in my life.

	Riker is knocked a little off balance by her look and
	her directness.

									DISSOLVE TO:

81K  INT. HOLODECK (STOCK FROM #116 SCENES 41 THRU 42)

	Riker APPROACHES the table. Minuet smiles a greeting.

					RIKER
			I am going to have to leave you
			for a while and see to my duties.

					MINUET
			Your work is very important to
			you.

					RIKER
			It is me -- it's what I am.

					MINUET
			Can we dance once before you
			leave?

	The invitation is so effortlessly offered -- and the
	woman so appealing -- who could resist?

					RIKER
			Sure, why not.

	She rises. He leads her to the little dance floor.

81L  ON THE DANCE FLOOR

	As they STEP ONTO the dance floor, Minuet turns and
	folds herself into his arms. They dance. It's slow
	and sexy.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   36.

81L  CONTINUED:

					RIKER
			How did you learn to dance so
			well?

					MINUET
			From following you.

	Riker is puzzled and amused at the same time.

					MINUET
			I can anticipate your lead. Tell
			me more about your work -- what
			is it about it that consumes and
			enthralls you?

					RIKER
			What an interesting choice of
			words. That's exactly what it
			does.

					MINUET
			You are very fortunate.

					RIKER
			I know that.

					MINUET
			At this point in your life to be
			exactly where you want to be...
			And it's wonderful that you
			realize it.

					RIKER
			I'd be a fool not to know how
			lucky I am to be on this ship
			serving with this group of people.
			It's a dream come true.

	She snuggles in a little closer.

					RIKER
				(continuing)
			Just like this.

					MINUET
			A dream? Is that what this is?
			Is that what I am?

	She fills up his senses. He holds her away, to look at
	her. Her fragrance -- the lightness of her touch. Her
	movement. Riker is becoming captivated by her.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   37.

81L  CONTINUED: (2)

	As a woman can, she senses what he's feeling and leans
	back to look in his eyes.

					RIKER
			I know you are a computer-generated
			image... but your smell,
			the way you feel, your touch, even
			the way you talk and think is so
			real.

					MINUET
			Thank you.

					RIKER
			How far can this relationship go?
			I mean, how real are you?

					MINUET
			As real as you need me to be.

	Then a look. To underline her words, she molds herself
	against him.

									DISSOLVE BACK TO:

82
thru	OMITTED
82A

82AA	INT. SICKBAY

	CLOSE on Riker's face. PAN up to Troi's face --
	which is a bit flushed. Pulaski notices.

					PULASKI
			Something wrong?

					TROI
			No... it's just that... Commander
			Riker's emotions are rather...
			passionate.

					PULASKI
			As in -- erotic?

					TROI
				(nods)
			Very much so.

	Pulaski smiles. PAN back to Riker's face and

									DISSOLVE TO:

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   38.

82B  INT. RIKER'S QUARTERS (STOCK FROM #144 SCENE 24A)

					BRENNA
			William, is something wrong?

					RIKER
			What do you mean?

					BRENNA
			Do you not like girls?

					RIKER
			Of course I like... Oh... is there
			a technique to this foot washing?

	Brenna approaches him. Unhooks her skirt. It puddles
	about her feet, and she steps out of it wearing a
	pretty petticoat.

					BRENNA
			You generally start at the top...
			and work your way down.

	Riker reaches up and pulls the pins from her long hair.
	It cascades over her shoulders.

					RIKER
			I think I can handle that.

	They are in each other's arms now.

					BRENNA
			I was hoping you might.

	They embrace...

83   INT. EXECUTIVE OFFICE (STOCK FROM #115 SCENE 42)

	Beata touches his chest.

					BEATA
			I like the way your eyes pick up
			the color of your tunic.

	He shifts his body to avoid her hand.

					RIKER
			It's not our place to interfere
			in the domestic affairs of other
			societies.

	She reaches across him to pick up the bottle of liquor
	and freshen his drink.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   39.

83   CONTINUED:

					BEATA
			But you can interact, can't you?

					RIKER
			Of course. Otherwise, how can
			we learn?

					BEATA
			And that's why you're here,
			tonight, with me... to learn?

					RIKER
			Yes.

					BEATA
			... About our society.

					RIKER
			Yes.

					BEATA
			In our society, it's men who are
			the fortunate ones, enjoying all
			that life has to offer, while we
			women devote ourselves to the
			obligations of making life work.

					RIKER
			In our society we share the
			responsibilities and the pleasures
			equally.

					BEATA
			Don't be defensive. I'd be the
			last to imply that men are
			inferior.

					RIKER
			Or I, that women are. That's why
			I can be here with you while the
			women on the away team go to find
			Ramsey.

					BEATA
			I must remember to thank them when
			they return for giving us this
			time.

	She moves closer. She touches him and kisses him
	softly on the cheek.

   STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT THREE   40.

83   CONTINUED: (2)

					BEATA
			You resist... Why? Do you not
			find me attractive?

					RIKER
			Oh... Yes I find you very
			attractive.

					BEATA
			Don't you feel you know me well
			enough?

	Riker hesitates, bemused.

					BEATA
			You attract me like no man ever
			has.

					RIKER
			I'm flattered. I don't know what
			to say.

									DISSOLVE BACK TO:

84
thru	OMITTED
85

86   INT. SICKBAY (OPTICAL)

	CLOSE on Riker. WIDEN to reveal Troi composing
	herself as Pulaski punches up the highlighted view of
	Riker's body and nervous system. To Pulaski and
	Troi's dismay, the highlighting is stronger than ever.

					PULASKI
			The organisms responded, all right.
			Their growth rate has doubled.

	Troi's frustration surfaces as she looks from Riker
	back to the wall panel.

					TROI
			Then all we've done is make things
			worse...

	On Pulaski's grim expression:

									FADE OUT.

                       END OF ACT THREE                         

    STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR    41.

                           ACT FOUR                             

	FADE IN:

87   OMITTED

88   INT. SICKBAY

	Pulaski moves from the monitor to Troi's side.

					PULASKI
			Now we know the organism's growth
			rate is related to the memories
			he's experiencing.

					TROI
			Or the emotions they produce.

					PULASKI
			Different mental processes
			generate different chemicals.
			Perhaps the organisms are
			sensitive to brain endorphins.

					TROI
			And if some types of endorphins
			attract them...

					PULASKI
				(nods)
			... others will repel them.

	Pulaski's fingers fly over the controls of the device.

					PULASKI (cont'd)
			I'm going to change the
			differential current pattern and
			see what happens.

	The device is activated --

89   CLOSE ON RIKER - PUSH IN

									DISSOLVE TO:
89A
thru	OMITTED
89B

    STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR    42.

89C  EXT. PLANET SURFACE (STOCK FROM #122 SCENE C21-22)

	Riker moves a STEP CLOSER to the slime creature.

					RIKER
			I am Commander William Riker of
			the USS Enterprise.

					ARMUS
			I am ARMUS. You are in my space.

					RIKER
			We mean you no harm. We have an
			injured crew in that shuttlecraft.
			We need to get to them. May we
			pass?

					ARMUS
			You haven't given me a good enough
			reason yet.

					RIKER
			Preserving life -- all life --
			is very important to us.

					ARMUS
			Why?

					RIKER
			We believe that everything in the
			Universe has a right to exist.

					ARMUS
			An interesting notion which I do
			not share. You may now leave if
			you wish.

	Riker and the crew are startled.

					TASHA
			We won't go without the shuttle
			crew.

	The Shroud REMAINS SILENT as Tasha makes a slight MOVE
	TO GO AROUND IT.

					ARMUS
			I warn you. You will not like
			it here.

					TASHA
			What are you saying -- that you
			are going to deny us access to
			our comrades?

    STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR    43.

89C  CONTINUED:

					ARMUS
			I told you what you can do. You
			can leave. I have no interest
			in any further discussion or
			argument.

	Tasha has had enough of this and starts to move toward
	the narrowest strip of slime.

					TASHA
			Enough. We have people who need
			attention. We will not harm you,
			but we must help them.

	ARMUS FLICKS HIS FINGER, sending an ENERGY FORCE
	towards Tasha, JERKING HER BACK and SLAMMING HER DOWN
	to the ground.

	Everything from here on must happen in a blur of
	action. Beverly jumps to Tasha's side. Riker and Data
	MOVE BETWEEN the others and BLAST ARMUS with their
	phasers.

89D  EXT. PLANET SURFACE (STOCK FROM #122 SCENE 24C)

	Angle on Tasha's body and the others around her.
	Beverly quickly takes a reading. She can't believe
	the instruments.

					BEVERLY
			She's dead.

89E  INT. SICKBAY (STOCK FROM #122 SCENES 30 THRU 34)

	The medical team is easing Tasha onto the operating
	table as Picard ENTERS. Beverly barely glances up at
	him. He MOVES OFF TO THE SIDE and watches silently,
	with Data and Riker, as:

					PICARD
			Status, Doctor?

					BEVERLY
			Unchanged.

	The diagnostic screen shows her bodily readings to be
	totally askew. Beverly and the nurse work together
	as if they'd done this a hundred times before,
	attaching the clamshell device onto the bed, over
	Tasha's body.

    STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR    44.

89E  CONTINUED:

					PICARD
			Can you bring her back?

					BEVERLY
			I'm trying.

					RIKER
				(hopeful)
			You've saved people before. You
			can save her.

					BEVERLY
			Neural stimulator.

	The nurse immediately helps her attach the device,
	which clips onto the bed and slips over Tasha's head
	like a loose headband.

	As soon as both devices are activated, Beverly and the
	Nurse anxiously watch the diagnostic screen. A FEW
	KEY INDICATORS APPROACH NORMALITY. Picard is anxious
	and impatient.

					RIKER
			There. You did it.

					BEVERLY
			No. I've got her on total
			support. There's no independent
			brain activity.

	Beverly grimly and quickly works the neural stimulator.
	She pushes programming keys furiously, then hits the
	start button. No reaction.

					NURSE
			She's not responding, Doctor.
			Her synaptic network is breaking
			down.

					BEVERLY
			No! Inject norep.

	The nurse complies as Beverly reprograms the
	stimulator. Nothing happens.

					BEVERLY
				(continuing)
			We're going for direct reticular
			stimulation.

	The nurse looks at her sharply. It's risky.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        45.

89E  CONTINUED: (2)

					BEVERLY
				(continuing)
			Doesn't matter! Do it!

	The nurse punches it in, and Tasha's body TWITCHES
	SLIGHTLY. Picard looks hopefully at Riker.

					NURSE
			Neurons are beginning to
			depolarize.

	Beverly is desperate, but calm.

					BEVERLY
			Increase to seventy microvolts.

	The nurse complies. Beverly pushes the button. Tasha
	MOVES SLIGHTLY -- VERY SLIGHTLY. Beverly checks the
	readout. Data and Riker look at each other -- it's not
	good.

					RIKER
				(urgently)
			Doctor?

					BEVERLY
			Eighty-five microvolts.

	They quickly try again. And again. Finally, there is
	NO MOVEMENT in Tasha at all. Beverly slowly turns to
	Picard.

					BEVERLY
			She's gone.

					PICARD
			Gone?

					BEVERLY
			There's too much synaptic damage.
			That thing just sucked all the
			life out of her. There's nothing
			I can do...

	Picard, Riker and Data seem rooted to the spot.

	Beverly reluctantly pushes in a code on the overbed
	life support clamshell. She and the others look up
	at the big diagnostic wall screen and watch all the
	LIFE FUNCTION INDICATORS FALL TO ZERO. They REACT to
	the finality of this.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        46.

89F  INT. PLANET DISASTER AREA (STOCK, #111 SC. 70 TO 84)

	The away reserve team MATERIALIZES. They are in a
	passageway which has been severely damaged by
	explosions. Water SPRAYS from the ceiling and is
	already ankle deep on the floor. Data scans the area
	with his tricorder.

					DATA
			This way.

	They push ahead.

89G  ANOTHER ANGLE - CORRIDOR

	as they ARRIVE at a doorway. The door has been jammed
	by the explosion. Data steps over and with his great
	strength -- rips the door off its hinges and clears the
	opening.

	The survivors are here. ABOUT A DOZEN of them, huddled
	together on the far side. Beverly and her teams wade
	through the water to them.

89H  ANGLE ON BEVERLY AND SURVIVORS

	As she kneels beside an injured WOMAN.

					BEVERLY
			You are going to be all right,
			now.

					RIKER
			Where are the others?

	The woman shakes her head.

					WOMAN
			Gone. It's just us.

					GEORDI
				(urgent)
			Commander!

	Riker turns.

89I  ANGLE ON GEORDI

	CAMERA MOVES IN TO E.C.U. Geordi is staring at a pile
	of rubble.

					GEORDI
			There's someone there!

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        47.

89J  ANGLE ON DATA

	With great strength he moves huge rocks with remarkable
	rapidity.

89K  ANGLE ON GEORDI AND RIKER

	They stand and look for a beat, then:

89L  ANGLE ON DATA

	as he lifts and carries the limp body of a child.

89M  ANOTHER ANGLE

	Beverly rushes over and while Data holds the child,
	she quickly examines him.

89N  ANGLE ON BEVERLY AND CHILD

	From her expression it is clear the child is dead.
	All of her skill will not help.

					BEVERLY
			She's dead. If we'd only gotten
			here a little sooner... !

89O  ANGLE ON RIKER

	He steps closer. A dead child. A moment of truth.

					DATA
			Sir, if you indeed have "Q"'s
			power...

89P  ANGLE ON RIKER

	He is fighting his emotions.

89Q  ANGLE INCLUDING BEVERLY

	Puzzled.

					BEVERLY
				(to Riker)
			I don't understand. Certainly
			you can't bring her back to life?

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        48.

89Q  CONTINUED:

					RIKER
				(long beat)
			I'm prevented from that by a
			promise.

	Beverly is surprised and puzzled; Riker is very
	troubled.

89R  INT. TROI'S QUARTERS (STOCK, #127 SC. 81 THRU 84)

	as Pulaski leads the others to Troi's quarters.

					TROI
			It's Ian. Please... please hurry.

	Pulaski moves quickly to the unconscious child, pulls
	back the covers. She removes an instrument from her
	smock and makes a scan of the child's body. In the
	b.g., Picard enters with Riker and Data.

					TROI
				(continuing)
			Save him, you must save him.

					PULASKI
			What happened? Did he eat
			anything? Did he fall?

					TROI
			No.

	Data, using his tricorder, confirms with a nod to
	Riker.

					DATA
			The child is the source of the
			unusual radiation.

					TROI
			He said he's the reason the ship
			is in danger.

					DATA
			That analysis is correct.

	Pulaski injects the child with hypospray.

					PULASKI
			I'm losing life signs.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        49.

89R  CONTINUED:

	Troi stands by helplessly. Like any mother in this
	situation, she is beyond grief. Tears streak her face.

					TROI
			Oh, please. Please save him.

89S  PULASKI

	resets the injector and again she administers a dose
	of hypospray. She waits for a reaction. There is
	none.

89T  ANOTHER ANGLE (OPTICAL)

	The room is very quiet. Pulaski stands.

					PULASKI
			I'm sorry.

	Troi moves next to the cot on which the child is lying.
	She is beyond despair. Her heart has completely
	broken. The others allow her a moment alone, then as
	Riker is about to move to Troi's side, a LIGHT -- the
	glowing energy which we saw at the beginning -- gathers
	from within the child and slowly rises. As it does,
	the body that was Ian fades away until there is only
	the LIGHT.

89U  INTERCUT REACTIONS (OPTICAL)

	Troi reaches out and with cupped hands she collects
	the LIGHT, cradles it gently and brings it to her.
	As she holds it close, it makes her face all aglow.
	Slowly the pain and despair drain away, and through
	the tears she smiles. The joy she now feels shines
	from her eyes. The Betazoid within her, embraces the
	essence of the entity before her and she knows now why
	he came and what he wanted. Then, in an act of pure
	love, she releases the glowing energy as she would a
	dove. For a beat the LIGHT seems reluctant to leave.
	Then it does. It passes effortlessly through the wall
	of the ship and away. Troi stares after it for a beat.

					GEORDI'S COM VOICE
				(excited -- relieved)
			Captain. The containment field
			has stabilized.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        50.

89U  CONTINUED:

					PICARD
			Thank you, Lieutenant.

	Troi turns and looks at her captain and shipmates.

					TROI
			Then Ian was right. He was the
			cause.

					PICARD
			Apparently so.

	Troi pauses, gathering her feelings and picking her
	words carefully. She settles her emotions.

					TROI
			He is a life-force entity... as
			we passed each other in space he
			was curious and wanted to know
			about us, and he thought the best
			way to learn was to go through
			the process. To be born, to live
			as one of us and in that way to
			understand us.

	She pauses, then:

					TROI
				(continuing)
			Captain, he never meant any harm.

	Picard nods -- he knows that is true.

					RIKER
			There was a moment when you
			smiled.

					TROI
				(she smiles again)
			He said thank you.
				(she pauses)
			I told him we will miss him -- and
			I will.

	The others will also miss him.

									DISSOLVE BACK TO:

        STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT FOUR        51.

90
thru	OMITTED
94

95   INT. SICKBAY (OPTICAL)

	CLOSE on Riker; WIDEN to include Troi and Pulaski, who
	are encouraged as they observe the panel showing
	Riker's nervous system. The highlighting has dimmed
	just a bit.

					PULASKI
			The growth rate has definitely
			slowed. What is he feeling? Can
			you tell?

					TROI
			Sadness.

					PULASKI
			Just the opposite of before --
			and it's having the opposite
			effect on the infection.

					TROI
			Then your theory is correct. The
			organisms are sensitive to
			different types of endorphins.

					PULASKI
			And negative emotions...

					TROI
			Such as sadness...

					PULASKI
			... produce endorphins that inhibit
			the organisms' growth.

					TROI
			Then we've found a way to repel
			the infection.

					PULASKI
			Assuming we're not already too
			late.

					TROI
			How much time do we have?

					PULASKI
			I'm not sure. His vital signs
			are getting weaker. I don't want
			to risk another dose of
			tricordrazine unless I have to...

        STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT FOUR       51A.

95   CONTINUED:

	Pulaski watches the vital signs for another beat, makes
	a decision. She adjusts the device.

					PULASKI (cont'd)
			I'm refocusing the pattern again.
			We need to isolate memories that
			generate stronger negative
			emotions.

95A  ON RIKER

	A quick, reflexive movement as the pattern of current
	changes --

									DISSOLVE TO:

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        52.

95B
thru	OMITTED
95D

95E  INT. PAGH - MAIN BRIDGE (STOCK, #134 SC. 33-33E)

	Riker and his escort enter onto the bridge.

	The same sparse but functional look. The bridge is
	manned by FIVE CREWMEMBERS at varying stations.
	Captain Kargan is seated in the Command Chair. SECOND
	OFFICER KLAG stands next to him. They are businesslike
	in their appraisal of Riker. Firm but not harsh.
	Riker steps forward.

					RIKER
			I am Commander William Riker of
			the Starship Enterprise.

					KARGAN
			That is incorrect.

					RIKER
				(beat)
			I don't understand.

					KARGAN
			You are Commander Riker, first
			officer of the Klingon Cruiser
			Pagh, or do you intend to
			disobey Federation orders?

					RIKER
			I have no such intentions,
			Captain.

					KARGAN
			Exactly where are your loyalties,
			Commander?

					RIKER
			I'm afraid I still don't
			understand.

	Kargan explains carefully in a low, calm voice.

					KARGAN
			This ship is equipped with our
			best weapons and our finest
			warriors. Although we are on a
			peaceful mission we are prepared
			to go into battle instantly.
					(more)

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        53.

95E  CONTINUED:

					KARGAN (cont'd)
			I know I can count on every
			Klingon warrior in this crew to
			serve and die in that battle.
			So I ask again Commander Riker,
				(beat)
			where are your loyalties?

					RIKER
			I have been assigned here to serve
			this ship and to obey your orders.
			I will do exactly that.

					KARGAN
			Will you take an oath to that
			effect?

					RIKER
				(meets his gaze)
			I just did.

	Klag interjects firmly to Captain Kargan.

					KLAG
			yI-Har-Qo! nep-we' ghaH! (Do
			not believe him! He lies!)

					KARGAN
				(to Klag)
			Hol-chaj yI-jatlh. (Speak in
			their language.)
				(to Riker)
			This is your second officer,
			Lieutenant Klag.

					RIKER
			Was there something you wanted
			to say to me, Lieutenant?

					KLAG
			Yes sir.
				(beat)
			I don't believe you.

					RIKER
			Then I take it you challenge my
			authority over you.

					KLAG
			Correct.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        54.

95E  CONTINUED: (2)

					RIKER
				(to Kargan)
			And your position in this,
			Captain?

					KARGAN
				(with disdain)
			I would call it your first command
			decision.

	Riker looks around the Main Bridge at the other
	crewmembers.

95F  RIKER'S POV

	The Klingon crewmembers watch him, waiting to see his
	reaction to this challenge.

95G  SCENE

	Riker eyes the arrogant stance and size of Klag who
	gives him an insubordinate snort. Riker realizes he
	has no choice. He deftly, with no advance warning or
	aggressive motion, swings a two-handed blow with his
	full strength and lands a monstrous blow across the
	chest of Klag.

95H  SERIES OF CUTS

	The sound of the blow against Klag's chest armor echoes
	through the bridge and is followed by the roar of his
	breath leaving his body, and then his bulk smashing
	against the bulkhead and slipping to the ground.

	Riker calmly steps around the still-seated captain and
	steps in front of Klag who is struggling to his feet.

	Klag is almost to his feet when Riker swings again,
	this time taking the legs out from under Klag who drops
	to the ground again.

	The crewmembers are animated and watch the fight with
	relish, not caring who wins or loses but that there is
	combat.

	Riker looks over to the captain.

	Captain Kargan simply sits back and allows it to
	continue.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        55.

95H  CONTINUED:

	Riker turns back to the dazed but still active Klag who
	is once more attempting to get to his feet.

	Riker eyes the combatant with a calculated but
	astonished eye. Klag can barely stand but bravely
	fights for balance. Riker shrugs, and rams his fist
	into Klag's stomach, then drops him with another
	double-handed blow over the head.

95I  SCENE

	Kargan applauds with a grunt and a motion of his head.

	Klag is awake but prone. He struggles to his feet,
	manages to prop himself against the wall. Klag gives
	Riker as much a look of respect as he is able...

95J  ON RIKER

					RIKER
			My oath is between Captain Kargan
			and myself. Your only concern
			is how to obey my orders.
				(beat)
			Or do you prefer the rank of
			prisoner over that of lieutenant?

	Klag calculates Riker carefully, then:

					KLAG
			I will take your orders.

	Riker nods his acceptance. Klag returns it. Kargan
	interjects:

					KARGAN
			And you, Commander Riker, will
			obey my orders.

					RIKER
			Agreed, Captain Kargan.

	Riker turns away from the captain, and when no one can
	see him he lets his breath out.

95K  INT. QUINN'S GUEST QUARTERS (STOCK, #125 SC. 71)

	Quinn is sitting on the sofa, blankly staring into his
	slightly opened briefcase. Riker ENTERS, catching him
	off guard...

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        56.

95K  CONTINUED:

					RIKER
			Ready for your tour, Admiral?

	Quinn quickly stands, but Riker has seen the
	briefcase...

					QUINN
			Quite ready, Commander.

					RIKER
			What's in the case?

	From where he stands, Riker can barely see a few
	delicate-looking tendrils coming out of its opening...
	He looks at the admiral somewhat suspiciously...

					QUINN
				(thoughtful)
			Actually... I brought this for
			Doctor Crusher. But perhaps you'd
			like you to see it first?

					RIKER
				(slowly moving closer)
			What is it?

					QUINN
			A form of life. Discovered quite
			accidentally by a survey team on
			a distant uncharted planet.

					RIKER
			Why haven't we heard anything
			about that?

					QUINN
			Oh, you'll be hearing more about
			it shortly. But first there is
			much scientific study to be done.
			After all, this is a superior
			life-form.

					RIKER
			Superior?

					QUINN
			Totally.
				(voice grows hard)
			Now come, Riker. Take a good
			look.

	Riker stands where he is, uncertain of what to do.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        57.

95K  CONTINUED: (2)

					RIKER
			I think I'll summon our science
			officer --

					QUINN
			It won't like your science
			officer. It likes you.
				(rises, grabs Riker's
				 arm)
			Now look!

	Riker looks down at his arm and grimaces; Quinn is
	squeezing it with tremendous force. Riker grasps the
	old man's wrist and tries to pull it off him... he
	can't.

					QUINN
				(dark smile)
			Vitamins. They do wonders for
			the body.

	RIKER CRIES OUT -- it feels like Quinn is crushing his
	arm. Unable to break free, HE RAISES HIS OTHER ARM TO
	STRIKE the admiral. Riker's BLOW IS BLOCKED and QUINN
	responds by effortlessly THROWING HIM backwards toward
	the wall. The FIRST OFFICER hits it at breakneck speed
	and CRUMPLES TO THE FLOOR, severely dazed...

					QUINN
				(dry -- evil smile)
			Ahh, your life is so painful now.
			But soon you'll be one of us.

	Before Riker can clear his head, QUINN ATTACKS again
	-- rapping him across the chin WITH A KARATE KICK.
	Riker staggers to his feet -- Quinn swings from the
	heels with a sure knockout blow... RIKER DUCKS under
	it and puts all his weight behind a powerful PUNCH to
	THE ADMIRAL'S solar plexus.

	For a moment, Quinn seems effected, sucking in his
	stomach and gasping for air... But it quickly passes
	and he straightens and smiles at a disbelieving Riker,
	before DEALING HIM A vicious double fisted BACKHAND.

	Riker hits his communicator.

					RIKER
				(pained, weak)
			Riker to security. Emergency --

	QUINN'S final blow KNOCKS RIKER OUT before he can say
	another word...

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FOUR        58.

95L  EXT. PLANET SURFACE (STOCK FROM #122 SCENE 51C)

	ARMUS HAS MOVED OFF THE SHUTTLE AND as it APPROACHES
	THE GROUP, Riker suddenly feels a great force pull him.
	He calls out. Data MOVES to help him.

					ARMUS
				(as slime)
			Touch him and he dies.

	As the away team watches, Riker -- fighting with all
	his might -- is pulled inexorably toward the slime. From
	the other direction, Armus also MOVES toward the hole.
	As the creature's SHRIEK joins RIKER'S SCREAM, the two
	SLIP INTO THE SLIME HOLE and DISAPPEAR.

	For a beat there is nothing. Then: WE CAN SEE only
	RIKER'S FACE PRESSED AGAINST THE SKIN.

					DATA
			Enterprise, ARMUS has enveloped
			Commander Riker.

					PICARD'S COM VOICE
			I'm beaming you up!

					ARMUS
			If any of you leave now, he dies.
			And so do the survivors of the
			crash.

	The team REACTS.

									DISSOLVE BACK TO:

96
thru	OMITTED
106

107  INT. SICKBAY

	CLOSE on the unconscious Riker, under terrific stress
	-- his muscles tensed, his face sweating.

108  WIDER (OPTICAL)

	to include Pulaski and Troi. On the wall panel, the
	highlighting showing the organism's presence has
	remained the same.

					PULASKI
			We've reduced the growth rate
			even further... but not enough.

        STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT FOUR        59.

109  ON PULASKI

	checking the monitor. She's concerned about Riker's
	low and erratic vital signs.

					PULASKI
			And his vital signs are
			deteriorating.

					TROI
			But we've isolated the specific
			areas to stimulate. The feelings
			were very primal... survival
			emotions.

					PULASKI
			They must be producing a type of
			endorphin that's poisonous to the
			organisms.

					TROI
			Can you intensify those emotions?

					PULASKI
				(nods)
			I can refocus the impulse pattern
			even tighter.

	She glances again at the vital signs monitor.

					PULASKI (cont'd)
			But I don't know if he can
			withstand it. He's extremely
			weak.

					TROI
			Do we have a choice?

	Pulaski moves to the device, prepares to activate it
	once again.

					PULASKI
			No. If we don't neutralize the
			infection within half an hour,
			he'll be dead.

									FADE OUT.

                        END OF ACT FOUR                         

        STAR TREK: "Shades of Gray" - REV. 5/4/89 - ACT FIVE        60.

                           ACT FIVE                             

	FADE IN:

109A EXT. SPACE - THE ENTERPRISE (STOCK OPTICAL)

	In orbit.

					PULASKI (V.O.)
			Medical log, supplemental.
			Commander Riker's condition is
			still critical.

110  INT. SICKBAY

	Pulaski is preparing to give Riker another zap from the
	device.

					PULASKI (V.O., cont'd)
			I've discovered a way to reverse
			the infection's growth rate --
			but I may be too late.

	Everything's ready. Pulaski glances at the monitor
	as she works. Troi can see that Pulaski isn't pleased
	with Riker's vital signs:

					TROI
			He's getting weaker, isn't he?

					PULASKI
				(nods)
			Respiration shallow, heartbeat
			extremely irregular.

	She shakes her head.

					PULASKI (cont'd)
			But we can't delay any longer...

	Troi nods agreement. Pulaski activates the device.

111  PUSH IN ON RIKER

	unconscious, but growing rigid as the current is
	applied.

									DISSOLVE TO:

        STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT FIVE       60A.

111A
thru	OMITTED
111B

111C INT. GUEST QUARTERS (STOCK FROM #123 SCENE 56B)

	T'Jon then turns and grabs Riker's shoulder in a death
	grip. WE SEE Riker immobilized by an ELECTRICAL
	CHARGE.

					T'JON
			Take us to our planet -- leave us
			there with our medicine or this
			person dies.

	Picard takes a STEP FORWARD, then STOPS.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        61.

111C CONTINUED:

					T'JON
				(continuing)
			Don't you see -- I have no choice.
			We were sent to bring back the
			Felicium. The suffering on my
			planet is too great. People are
			dying. It doesn't matter any more
			whether we are entitled to the
			Felicium... we have to have it.

					PICARD
			Let him go.

					T'JON
			Take us there now -- or give us
			a shuttle -- but we must have the
			medicine... if you refuse, this
			person dies.

					PICARD
			I will not be coerced.

					T'JON
			I'll do it. I'll kill him.

	The strain of the pressure is all over T'Jon.

					PICARD
				(calmly)
			No you won't. You're not a
			killer.

	T'Jon releases Riker, who sags a little, then catches
	his balance. Beverly goes to his assistance.

111D EXT. PLANET SURFACE (STOCK, #121 SC. 13A-22)

	Riker and Captain Rice.

					RICE
			Commander Riker, those answers
			make no sense.

					RIKER
			You haven't used my first name
			once, Paul.

	There is a slight hesitation.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        62.

111D CONTINUED:

					RIKER
				(continuing)
			You remember it, don't you?

	No response. Rice looks confused.

					RIKER
				(continuing)
			You don't, because you don't even
			exist. You're a fake -- an image
			of the original! Aren't you?...
			Answer me!

	Rice twitches -- a slight REACTION, then SUDDENLY:

111E NEW ANGLE (OPTICAL)

	The image of Captain Rice DISAPPEARS and is REPLACED BY
	A WEAPON-LIKE OBJECT. IT QUICKLY MOVES several meters
	away.

					PICARD'S COM VOICE
			Report, Number One.

					RIKER
			The image of Rice has been
			replaced by something which is
			hovering several meters away.

111F EXT. PLANET SURFACE (OPTICAL)

	Riker and the others set to beam up.

					RIKER
			Prepare to beam up.

					TASHA
			Commander.

	He looks as she indicates a direction. The WEAPON IS
	MOVING toward them. Before anyone can answer, THE
	WEAPON FIRES.

111G CLOSE ON RIKER (OPTICAL)

	The BEAM HITS HIM. He STIFFENS -- and BECOMES ENCASED
	IN AN ENERGY FIELD.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        63.

111H EXT. PLANET SURFACE - ANGLE ON TASHA (OPTICAL)

	She FIRES ON THE WEAPON AND DESTROYS IT.

111I FULL SHOT - AWAY TEAM

	Picard's VOICE is heard.

					PICARD'S COM VOICE
				(tense, tight)
			What just happened down there?
			Number One! Report!

111J EXT. PLANET SURFACE (OPTICAL)

	Tasha and Data APPROACH him. They monitor the energy
	field with their tricorders.

					PICARD'S COM VOICE
			Report! Report!

	Tasha and Data examine the energy field.

					TASHA
			He can't answer you, Captain.

					DATA
			Commander Riker has been encased
			in some kind of energy field.

					PICARD'S COM VOICE
			Is he alive?

	Data and Tasha continue to examine the energy field
	containing the inert form of Commander William T.
	Riker.

					DATA
			Unknown.

111K POV (STOCK, #107 SC. 42-43)

	Backlit by LIGHTNING, THREE SMALL, HAIRLESS HUMANOIDS
	with protruding cupped ears, dressed in strange
	clothing. They are armed with odd whip-like weapons.

					RIKER (V.O.)
			Who are you?

	At that, the leader snaps his whip toward them,
	unleashing a rippling electro-plasmic WAVE that races
	TOWARD CAMERA (OPTICAL).

        STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT FIVE        64.

111L CLOSE - OUR TEAM

	Riker, Data and lucky-day Geordi are whacked with the
	WAVE all together... putting Geordi back to sleep.
	Data falls unconscious, too. Riker fights it but is
	hit again, and falls, unconscious.

									DISSOLVE BACK TO:

112
thru	OMITTED
114

115  INT. SICKBAY - ON RIKER

	his every muscle taut.

116  WIDER (OPTICAL)

	Pulaski examines the wall panel. The highlighting
	showing the organisms' progress hasn't changed.

					PULASKI
			The growth rate's down to seven
			percent.

	She checks the monitor. The vital signs are going
	crazy.

					PULASKI (cont'd)
			But the organisms are still
			impairing his neural functions.
			Respiration is erratic, pulse
			grossly irregular, blood pressure
			almost nil.

	She makes a decision, turns to a medical crewman:

					PULASKI (cont'd)
			Tricordrazine.

	The medical crewman hands her the hypospray. Pulaski
	injects Riker, looks at the monitor, shakes her head --
	vital signs are better, but still not good.

					TROI
			Can we tighten the pattern
			further?

	Pulaski considers, nods, and makes an adjustment to
	the device, intensifying the pattern of current.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        65.

117  ON RIKER

	sweating more profusely.

									DISSOLVE TO:

117A INT. ENGINEERING (STOCK FROM #116 SCENE 70)

	The destruct computer is separate from the main
	computer and is used for this type of emergency only.

					COMPUTER
			Recognize Picard, Jean-Luc,
			Captain...
				(pause)
			Recognize Riker, William T.,
			Commander.

					PICARD
			Set auto-destruct sequence.

					COMPUTER
			Does the first officer concur?

					RIKER
			... Yes. Set auto-destruct
			sequence -- now!

	A small sign ILLUMINATES "AUTO-DESTRUCT IN (TIME)."

					COMPUTER
			Auto-destruct will detonate in
			four minutes and fifty-nine
			seconds... four minutes and
			fifty-eight seconds... four
			minutes and fifty-seven seconds...

					PICARD
			Let's go. The only place we can
			stop the count is from the bridge.

117B INT. MAIN BRIDGE (STOCK FROM #128 SCENE 117A)

	There is the familiar starfield on the viewscreen as
	Picard enters from the turbolift.

	Geordi and Pulaski are not present. The AFT PANELS
	FLASH that AUTO-DESTRUCT is ENGAGED.

					COMPUTER VOICE
			Thirty seconds to auto-destruct.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        66.

117B CONTINUED:

					DATA
			Captain, we are clear of the void.
			You may stop the auto-destruct.

					PICARD
			Data, on any heading -- warp six
			-- now!

117C EXT. SPACE - THE ENTERPRISE (STOCK OPTICAL)

	stretches into warp.

117D INT. MAIN BRIDGE (STOCK FROM #128 SCENE 117E)

	Picard's resolve is undiminished.

					RIKER
			Captain.

					PICARD
			I don't believe it, Number One.
			It could still be part of the
			illusion. Data, report.

					DATA
			All navigational systems confirm
			-- we are at warp six -- on
			course...

	No one even breathes for a long moment...

117E INT. MAIN BRIDGE - (STOCK FROM #143 SCENE 60B & 60D)

	Riker stands before the viewscreen, Worf ready at his
	station as they hear:

					COMPUTER (V.O.)
			Seventeen... sixteen...
			fifteen... fourteen...

					WORF
			Firing sequence proceeding, sir.

					RIKER
			Hold fast.

					COMPUTER (V.O.)
			Eleven... ten... nine...

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        67.

117E CONTINUED:

	Riker reacts to what he sees on the viewscreen, looks
	to Worf as they listen to:

					COMPUTER (V.O.)
			six... five... four... three...

	Tension mounts as:

									QUICK CUT TO:

117F INT. BATRIS - ENGINEERING (STOCK, #120 SC. 47-56)

	The Klingon, KORRIS, moves forward to begin formalized
	greetings.

					KORRIS
			I am Korris.

					RIKER
			We'll handle the formalities later
			-- right now we have to get off this
			ship. Are there any others still
			alive?

					KORRIS
			No.

	Data APPEARS in the torn hatchway.

					DATA
			I believe there is a quicker way
			out of here.

					GEORDI
			Let's go.

	Riker indicates a third figure on the floor.

					RIKER
			Check him Data.

	Data steps over and scans the figure with his
	tricorder.

					DATA
			He is alive -- but just barely.

					RIKER
			Pick him up and let's get out of
			here.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        68.

117F CONTINUED:

	Data starts to lift the stricken man. Korris steps
	up beside Data.

					KORRIS
			No. I will carry him.

					DATA
			As you wish.

	INT. BATRIS - CORRIDOR

	as the group hurries through the debris. There is
	a BOILING, RUMBLING EFFECT on the ship.

					GEORDI
			We're out of time, Commander --
			the ship's going to blow.

					RIKER
			Transporter Room, have you got
			a lock on us?

					TASHA'S COM VOICE
			Not yet. Too much interference.
			You have to get farther away from
			the Engineering section.

	Behind them there is an ominous change in the GAS
	BUILDUP.

	INT. BATRIS - CORRIDOR

	They come to a bend in the corridor, turn the corner
	and bump into a solid wall of debris.

					RIKER
			End of the line. Transporter
			Room, we've gone as far as we can.
			Get us off -- now!

	The away team and the Klingons stand ready to beam.

	INT. BATRIS - CORRIDOR (OPTICAL)

	The BEAM OUT BEGINS, then STOPS, then TRIES TO START
	again.

	INT. TRANSPORTER ROOM

	Tasha shakes her head in frustration, makes an attempt
	to fine-tune her equipment and tries again.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        69.

117F CONTINUED: (2)

	INT. BATRIS - CORRIDOR

	A CLOUD BOILS up at the end of the corridor. There
	is a CRACKLING SOUND, followed by a RUMBLE.

	ANGLE ON THE AWAY TEAM

	They REACT.

	EXT. SPACE - THE BATRIS (OPTICAL)

	As it BLOWS UP.

									QUICK CUT TO:

117G EXT. SPACE (STOCK, #103 SC. 108-130)

	The Enterprise and the Tsiolkovsky are still tied by
	the tractor beam, motionless. Riker's voice reveals
	the strain he is under.

					RIKER'S VOICE
			Ship's log, First Officer Riker.
			The star has begun disintegrating.
			Enterprise will be destroyed
			unless it can be moved out of the
			path of the star material
			hurtling...

	EXT. SPACE - EXPLODED MASS OF MATERIAL (OPTICAL)

	It is large, irregularly shaped, moving very fast as it
	was hurled off the star's surface with more power than
	a hydrogen bomb. To gain a sense of size, it should
	BLOCK OUT A WHOLE SECTION OF THE STARFIELD as it PASSES
	CAMERA.

					RIKER'S VOICE
				(continuing)
			... toward us. Our only hope is
			for Lieutenant Commander Data in
			the time we have left, to regain
			his senses and reconnect engine
			power to the bridge.

	INT. ENGINEER'S OFFICE - ON MACDOUGAL

	She is on her knees on the floor, vainly trying to sort
	out which optical chips belong where.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        70.

117G CONTINUED:

	ANGLE ON RIKER AND DATA

	as they ENTER FAST. MacDougal looks up at Riker,
	helplessly indicates the chip chaos. Data smiles at
	Wesley, who grins back cheerfully. Both are still
	smashed.

					WESLEY
			Hi, Mister Data.

					DATA
			Nice to see you, Wesley. What... ?

					RIKER
				(overlapping; urgently
				 indicating)
			Data! We need the engines on-line
			in a hurry, remember?

	Meanwhile, Riker is now beginning to perspire like
	others who have been "infected."

					WESLEY
			Oh yes, I remember too.
				(to Data)
			So, Data, if you don't mind...

					RIKER
				(fast; to Wesley)
			We've no time for courtesy!
				(fast; to Data)
			Get those damned control chips
			back in place, Data! In the
			correct order!

	Data hesitates, surprised at Riker shouting at him.

					RIKER
				(continuing)
			NOW!

					WESLEY
				(to Data)
			It's like a game of "how fast can
			you do it?"

					DATA
			Ah, a game!

	Data begins selecting chips, beginning to move more
	and more rapidly. Wesley moves to the Engineering Room
	viewer, adjusts the controls there.

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        71.

117G CONTINUED: (2)

					WESLEY
			I think I can switch this to the
			Main Viewer, sir...

	ANOTHER ANGLE - VIEWER (OPTICAL)

	as it switches to a SHOT OF THE STAR MATERIAL IN
	DISTANCE BUT RACING TOWARD THEM.

	ANGLE EMPHASIZING RIKER

	turning from viewer to Data.

					RIKER
			We've got eight or nine minutes,
			at most, Data. Can you finish
			by then?

	ANGLE EMPHASIZING DATA

	If necessary, UNDERCRANK CAMERA now to show Data's
	hands are moving very fast. He seems to be calculating
	Riker's questions, then shakes his head without looking
	up:

					DATA
			No. This will take slightly more
			time than we have, sir.

	Riker becomes aware that his hand is wet, realizes he
	is "infected" too.

					RIKER
			Dammit, NO! I can't afford to
			get it!

	He stands, sways, grabs for support.

	EXT. SPACE - MASS OF MATERIAL FROM STAR (OPTICAL)

	hurtling through space -- too fast.

	CLOSE ON DATA AND HIS HANDS

	UNDERCRANK CAMERA. His hands are flying -- almost a
	blur. More and and more of the isolinear optical chips
	are set in the command computer board.

					DATA
			If we had just a minute more,
			sir...

        STAR TREK: "Shades of Gray" - REV. 5/2/89 - ACT FIVE        72.

117G CONTINUED: (3)

	ANGLE ON WESLEY

	He looks up toward Engineering Room viewer.

	CLOSE ON VIEWSCREEN (OPTICAL)

	The mass of star material closer, hurtling toward them.

	WIDER ANGLE

	as Picard bursts in, presses his hypo against
	MacDougal, then Riker, then another person, etc.

					RIKER
			We didn't make it, Captain. If
			we had just a minute or so more...

	EXT. SPACE - ENTERPRISE, TSIOLKOVSKY (OPTICAL)

	with the star material looming large as it rushes down
	upon them.

	INT. ENGINEER'S OFFICE - ON WESLEY

	His fingers begin to dance on the panel.

					WESLEY
			Yes, then reversing power leads,
			back through the force
			activator... repulser beam hard
			against the Tsiolkovsky...

	EXT. SPACE - ENTERPRISE, TSIOLKOVSKY (OPTICAL)

	The Tsiolkovsky now begins drifting to one side,
	beginning to spin clear with the Enterprise moving away
	from it.

	INT. ENGINEER'S OFFICE - WIDE ANGLE

	Riker eyes the viewer in surprise.

					RIKER
			We're pushing away!

	Data lifts his hands from the command computer board.
	The isolinear optical chips GLOW on the board.

					RIKER
				(continuing; into
				 communicator)
			Bridge, engage engines!

        STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT FIVE        73.

117G CONTINUED: (4)

	EXT. SPACE - TSIOLKOVSKY AND MASS OF MATERIAL

	The mass of material crashes into the Tsiolkovsky.
	Her warp and impulse engines EXPLODE SIMULTANEOUSLY
	on impact in a mighty BLAZE OF LIGHT. But Enterprise
	is accelerating out of trouble.

									CUT TO:

117H EXT. SPACE (STOCK OPTICAL FROM #137 SCENES 5 & 6)

	as a galaxy class starship (USS Yamato) explodes in
	a blinding flash. When the flash subsides, we have a
	forward view of space and a barrage of fiery objects
	hurtling toward us. Suddenly the saucer section,
	engulfed in flames and explosions, sails past us...

									DISSOLVE BACK TO:

118
thru	OMITTED
120

121  INT. SICKBAY (OPTICAL)

	CLOSE on Riker, pale and deathly. WIDEN to reveal
	Troi and Pulaski. Troi looks at the wall panel:

					TROI
				(optimistic)
			The growth rate's almost zero.

	Pulaski shakes her head with determination --

					PULASKI
			That's not good enough.

	-- and makes one more adjustment to the device.

122  RIKER

	He looks like a fighter after a series of hard jabs,
	and the memories now rush at him.

									DISSOLVE TO:

        STAR TREK: "Shades of Gray" - REV. 5/3/89 - ACT FIVE       73A.

123  RIKER'S MENTAL POV

	A BLINDING CACOPHONY of juxtaposed IMAGES -- VOICES --
	PIECES OF SCENES. The tempo quickens, builds to a
	climax, and --

									SMASH CUT TO:

        STAR TREK: "Shades of Gray" - REV. 5/4/89 - ACT FIVE        74.

124  INT. SICKBAY - CLOSE ON RIKER

	as his body jerks in a massive convulsion --

125  WIDER ANGLE

	as Riker's vital signs jump -- then slowly begin
	returning to normal levels. Pulaski, surprised, turns
	to the wall panel --

126  CLOSE ON THE WALL DISPLAY (OPTICAL)

	The highlighting is gone.

127  ON PULASKI AND TROI

	astounded. Pulaski runs the scanner over Riker's body
	to confirm. She taps a com panel:

					PULASKI
			Sickbay to bridge.

					PICARD'S COM VOICE
			Go ahead, Doctor.

					PULASKI
			We've eradicated the infection.

					PICARD'S COM VOICE
			I'm on my way.

127A EXT. SPACE - THE ENTERPRISE (STOCK OPTICAL)

	Yes, still in orbit.

128  INT. SICKBAY - CLOSE ON RIKER

	as the device is rolled away. His eyes open. He's
	exhausted, but aware.

129  OMITTED

130  WIDER

	as Riker sees Troi looking at him with concern. He
	smiles at her to reassure her.

        STAR TREK: "Shades of Gray" - REV. 5/4/89 - ACT FIVE       74A.

130  CONTINUED:

					RIKER
			You still here?

					TROI
				(relieved)
			I could ask you the same question.

        STAR TREK: "Shades of Gray" - REV. 5/4/89 - ACT FIVE        75.

130  CONTINUED: (2)

	Pulaski steps up.

					PULASKI
			How do you feel?

					RIKER
			Beat. You wouldn't believe the
			dreams I've been having...

					TROI
			Yes, we would.

					PULASKI
			You'll be pleased to know that
			we've terminated the infection.

					RIKER
			Great work, Doctor.

	Riker tries to move, realizes his head is nailed down.

					RIKER (cont'd)
			Now, if you'll let me get out of
			here and back to work...

					PULASKI
			Lie still. I have a few dozen
			tests to run first.

	In b.g., Picard and Data ENTER.

					RIKER
			Why? I feel fine.

					PULASKI
			There may be some residual memory
			loss. I just want to make sure
			you still know who you are.

					RIKER
			Of course I know who I am. I'm
			Captain Jean-Luc Picard of the
			USS Enterprise.

131  ON PICARD AND DATA

	stepping up to Riker.

        STAR TREK: "Shades of Gray" - REV. 5/4/89 - ACT FIVE        76.

131  CONTINUED:

					PICARD
			Delighted you're feeling better,
			Captain.
				(re: Data)
			The admiral and I were worried
			about you.

	Data gives Picard a confused look.

					DATA
			Sir, I do not believe you have
			the authority to promote me to
			the rank of admiral.

	As Picard and Riker exchange a smile, we --

									FADE OUT.

                        END OF ACT FIVE                         

                            THE END                             




