STAR TREK: THE NEXT GENERATION 
                              
                  "Who Watches the Watchers" 
                          #40273-152 
                              
                          Written by 
                Richard Manning & Hans Beimler 
                              
                          Directed by 
                         Robert Wiemer 


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 This script is not for publication or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
it is lost or destroyed, please notify the Script Department.

                    2ND REVISED FINAL DRAFT
 
                        AUGUST 7, 1989
 

         STAR TREK: "Who Watches... " - 8/7/89 - CAST 

                STAR TREK: THE NEXT GENERATION 
                  "Who Watches the Watchers" 

                             CAST                               
                              
                PICARD             Mintakans
                RIKER                NURIA
                DATA                 LIKO
                BEVERLY              OJI
                TROI                 FENTO
                GEORDI               HALI
                WORF               
                BARRON             

                Non-Speaking       
                  PALMER             
                  WARREN             
                  MEDICS             
                  ENTERPRISE CREW    
                  MINTAKANS          

         STAR TREK: "Who Watches... " - 8/9/89 - SETS 

                STAR TREK: THE NEXT GENERATION 
                   "Who Watches the Watchers"
                       
                             SETS 

            INTERIORS                  EXTERIORS
          
            USS ENTERPRISE             MINTAKA THREE
              MAIN BRIDGE                ASSEMBLY HALL
              OBSERVATION LOUNGE         DUCK BLIND
              READY ROOM                 PATH
              SICKBAY                    SECLUDED AREA
              TRANSPORTER ROOM
              TEN FORWARD
              CORRIDOR
          
            DUCK BLIND
          
            ASSEMBLY HALL

        STAR TREK: "Who Watches... " 8/7/89 - TEASER        1.

                STAR TREK: THE NEXT GENERATION                  
                  "Who Watches the Watchers"                    
                            TEASER                              

	FADE IN:

1    EXT. SPACE - THE ENTERPRISE (OPTICAL)

	Cruising at warp speed.

					PICARD (V.O.)
			Captain's log, Stardate 43125.2.
			We are en route to Mintaka Three,
			where a three-man Federation
			anthropological field team has
			been studying the inhabitants.

2    INT. MAIN BRIDGE (OPTICAL)

	PICARD is flanked by RIKER and TROI. WORF and DATA
	are at their stations; SUPERNUMERARIES as needed.

					PICARD (V.O.)
			Our mission is to resupply the
			outpost and repair their
			malfunctioning reactor.

	TURBOLIFT DOORS OPEN and GEORDI ENTERS.

					PICARD
			Report, Mister La Forge.

					GEORDI
			We've finished replicating the
			parts they need.
				(a beat)
			What I don't understand is why
			a three-man station needs a
			reactor that can produce
			four-point-two gigawatts.

	Riker knows, but wants to see if Geordi can figure it
	out for himself:

					RIKER
			That's enough to power a small
			phaser bank, a subspace relay
			station, or...

     STAR TREK: "Who Watches... " REV. 8/14/89 - TEASER     2.

2    CONTINUED:

					GEORDI
				(putting it together)
			... a hologram generator. Right
			-- a "duck blind."

					PICARD
				(nods)
			The anthropologists are studying
			an extended family of Mintakans
			at close range... from a
			camouflaged observation post.

					TROI
			According to Doctor Barron's
			preliminary reports, the Mintakans
			are proto-Vulcan humanoids at the
			Bronze Age level. Quite peaceful
			and highly rational.

					PICARD
				(nods)
			Not surprising, considering how
			closely their evolution has
			paralleled Vulcan.

					WORF
			Captain, incoming transmission
			from Mintaka Three.

					PICARD
			On screen.

	On the MAIN VIEWER appears the fuzzy image of BARRON,
	intermittently broken up by LINES AND SWIRLS of STATIC
	INTERFERENCE. Barron is a middle-aged human; he's in
	a small cave-like room -- the "DUCK BLIND" -- which
	is both scientific laboratory and living quarters for
	the three members of the field team. One wall contains
	ports looking out onto the planet.

	Behind Barron, two more scientists -- PALMER (a young
	human male) and WARREN (an older human female) --
	work on the malfunctioning reactor. Barron's mood
	is calm, unhurried -- the situation is not desperate.

					BARRON
			Barron to Enterprise. Our
			temporary repairs have failed.
			The reactor is now inoperative.

     STAR TREK: "Who Watches... " REV. 8/9/89 - TEASER     2A.

2    CONTINUED: (2)

					PICARD
			Do you have battery backup?

					BARRON
			Three hours' worth at best.

     STAR TREK: "Who Watches... " REV. 8/11/89 - TEASER     3.

2    CONTINUED: (3)

					DATA
			Captain, if we increase to warp
			seven we can be there in twenty-three
			minutes.

					PICARD
			Make it so.
				(to Barron)
			We're on our way --

	On the Main Viewer, an EXPLOSION rocks the outpost.
	Haywire ELECTRICAL BOLTS cascade everywhere. A console
	a few feet from the reactor SHORTS OUT. STATIC and
	INTERFERENCE obscure the image.

	Barron and Warren are STRUCK by the BOLTS and knocked
	unconscious. Palmer, also ZAPPED, covers his eyes,
	temporarily blinded, and gropes randomly.

3    EXT. MINTAKA THREE - DUCK BLIND - DAY (OPTICAL)

	A hillside with sheer rock walls and outcroppings.
	About three meters up a nearly sheer rockface is a
	narrow path. A large section of the rockface above the
	path SHIMMERS and FADES AWAY -- revealing the exterior
	ported wall of the "duck blind" (the interior of which
	is built inside the rockface). BLUE SPARKS dance
	about the metal structure of the duck blind.

3A   INT. MINTAKA THREE - DUCK BLIND - DAY (OPTICAL)

	Palmer stumbles to a port, falls through it to the
	outside --

3B   EXT. MINTAKA THREE - DUCK BLIND - DAY (OPTICAL)

	Palmer has fallen clear of the duck blind. Dazed and
	disoriented, he makes his way down the path and EXITS
	the area.

     STAR TREK: "Who Watches... " REV. 8/11/89 - TEASER     4.

4    INT. MAIN BRIDGE (OPTICAL)

	Picard watches the Main Viewer helplessly as the image
	from Mintaka -- with Barron lying on the floor --
	BREAKS UP completely and DISAPPEARS.

					WORF
			We've lost contact, sir.

					PICARD
			Increase to warp nine.

5    EXT. SPACE - THE ENTERPRISE (OPTICAL)

	streaking to the rescue.

									FADE OUT.

                         END OF TEASER                          

     STAR TREK: "Who Watches... " REV. 8/14/89 - ACT ONE     5.

                            ACT ONE                             

	FADE IN:

6    EXT. SPACE - THE ENTERPRISE (OPTICAL)

	in orbit around Mintaka Three.

7    INT. DUCK BLIND - DAY (OPTICAL)

	Riker, Data, Geordi, BEVERLY, and A MEDIC MATERIALIZE
	inside the duck blind. SPARKS and CORONA EFFECTS are
	coursing through all metal parts of the structure.

	Riker and Geordi start working on the damaged reactor
	while Data begins repairs on the shorted-out console.
	Beverly and the medic tend to the injured Barron and
	Warren.

8    EXT. MINTAKA THREE - PATH - DAY

	Two Mintakans -- middle-aged LIKO and his teenaged
	daughter OJI -- are walking. Mintakans look very
	similar to Vulcans -- they have the same pointed ears
	and arched eyebrows. Note: Though Mintakans are a
	cool-headed, rational people, they are not as stoic and
	emotionless as Vulcans.

					LIKO
			Why did we have to come so early?

					OJI
			When the sun reaches its zenith,
			I have to be ready to take the
			measurements.

					LIKO
				(amused)
			You'll be ready. You've read
			the sundial hundreds of times.

     STAR TREK: "Who Watches... " REV. 8/14/89 - ACT ONE     6.

8    CONTINUED:

					OJI
			Yes, father -- but never as the
			appointed recordkeeper.

					LIKO
				(smiles)
			You're taking your duties quite
			seriously. Your mother would have
			been proud of you.

8A   EXT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Liko and Oji ENTER the area, which is presently
	unoccupied. Outside the "assembly hall" is a large
	bronze sundial/astrolabe. Oji steps up to the
	astrolabe, takes a preliminary sighting. In doing so,
	she notices something o.s.:

9    REVERSE ANGLE (OPTICAL)

	On a distant hillside, the exterior of the duck blind
	is visible. Oji points it out to Liko:

					OJI
			What is that?

					LIKO
			I don't know...

	Curious, they quickly head off toward the hillside.

10   INT. DUCK BLIND - DAY (OPTICAL)

	The medic works on Warren as Beverly tends to Barron,
	who is semi-conscious.

					BARRON
				(delirious)
			Keep work... Palmer... Warren...

	Beverly applies a hypo.

10A  ON RIKER AND GEORDI (OPTICAL)

	still working on the reactor; Data is finishing up on
	the console nearby.

    STAR TREK: "Who Watches... " REV. 8/16/89 - ACT ONE    6A.

10A  CONTINUED:

					DATA
			The hologram generator is now
			functional.

					RIKER
			Or would be, if we had power...

					GEORDI
			Almost there...

10AA	EXT. MINTAKA THREE - DUCK BLIND - DAY (OPTICAL)

	Liko and Oji ENTER the area around the duck blind and
	stop in amazement. Liko gestures for Oji to stay
	hidden as he cautiously approaches the path leading to
	the duck blind.

10B  WIDER ANGLE (OPTICAL)

	The medic working on Warren nods to Beverly -- ready.
	Beverly taps her communicator:

					BEVERLY
			Enterprise -- beam Martinez and
			his patient directly to Sickbay.

	Warren and the medic attending her DEMATERIALIZE. Data
	looks up:

					DATA
			Doctor --

	Beverly also looks up --

11   ANGLE ON THE PORT (OPTICAL)

	Peeking in one of the ports is Liko -- stunned at the
	sight of these strangers magically disappearing.
	Curious, Liko pokes his head further into the port, and
	places a hand on the metal frame.

     STAR TREK: "Who Watches... " REV. 8/11/89 - ACT ONE     7.

11   CONTINUED:

	A furious ELECTRICAL DISCHARGE ZAPS Liko; dazed and
	disoriented, he stumbles back.

12   EXT. MINTAKA THREE - DUCK BLIND - DAY (OPTICAL)

	Liko has fallen away from the duck blind. He slips
	off the narrow path, falls three meters, and lands hard
	on a section of jagged rock, severely gashing his head.
	He GROANS.

13   ANGLE ON OJI

	Oji is at the bottom of the path. She's about to come
	to her father's aid, but holds back as she sees:

14   ON BEVERLY (OPTICAL)

	Beverly has already emerged from the duck blind and is
	heading down the path to Liko's side.

15   ANGLE ON LIKO (OPTICAL)

	in intense pain. Beverly approaches, administers a
	hypo. A moment later, Liko is out cold. Beverly
	examines him, then touches her communicator:

					BEVERLY
			Crusher to Enterprise. Medical
			emergency. Two to beam directly
			to Sickbay.

	Beverly and Liko DEMATERIALIZE.

15A  ANGLE ON OJI

	emerging from her hiding place and moving toward the
	spot where her father disappeared.

16   INT. DUCK BLIND - DAY

	Riker and Geordi at the reactor. Geordi finishes up:

					GEORDI
			That should do it.

     STAR TREK: "Who Watches... " REV. 8/23/89 - ACT ONE     8.

16   CONTINUED:

	Geordi makes an adjustment. The reactor HUMS to life.

17   EXT. MINTAKA THREE - DUCK BLIND - DAY (OPTICAL)

	As the camouflage unit kicks in, the duck blind
	DISAPPEARS; the rockface is now, to all appearances,
	solid rock.

18   ANGLE ON OJI

	gazing bewildered at the wall of rock. She's
	overwhelmed by the inexplicable wonders she has
	witnessed.

									CUT TO:

19   INT. SICKBAY

	Busy. MEDICAL PERSONNEL are performing surgery on Liko
	and applying various forms of burn and anti-radiation
	treatment to Warren and Barron.

	Beverly moves from one station to another, giving
	orders. She crosses to Liko's biobed. The medic
	is finishing up with Liko.

20   NEW ANGLE

	as Picard ENTERS, crosses to Liko's biobed, and reacts
	to the sight of a Mintakan aboard the Enterprise.
	Picard glowers at Beverly, but before he can speak:

     STAR TREK: "Who Watches... " REV. 8/23/89 - ACT ONE     9.

20   CONTINUED:

					BEVERLY
			Before you start quoting the Prime
			Directive -- he'd already seen
			us; the damage was done. It was
			bring him aboard or let him die.

					PICARD
			Then why didn't you let him die?

					BEVERLY
			Because we were responsible for
			his injuries!

					PICARD
			I don't know if I concur with
			that reasoning, Doctor. But now
			that he's here, you must remove
			all memory of his encounter with
			the away team.

					BEVERLY
			By erasing short-term recall?

					PICARD
			It's been accomplished before.

					BEVERLY
			Yes, I'm familiar with Doctor
			Pulaski's technique.
				(studies Liko)
			Though I can't guarantee it will
			be effective on Mintakan brain
			chemistry --

	Beverly is interrupted by a COMMOTION O.S. --

21   ANGLE ON BARRON

	Barron has regained consciousness, but he's half-delirious
	and agitated. He struggles wildly with a
	medic who's trying to restrain him:

					BARRON
			No! We must evacuate --

	Picard, Beverly, and other medics run to Barron's
	biobed and hold him back. Beverly zaps Barron with
	a hypospray; Barron's struggles weaken.

    STAR TREK: "Who Watches... " REV. 8/23/89 - ACT ONE    9A.

21   CONTINUED:

					BEVERLY
				(forceful)
			Doctor Barron! You're on the
			Enterprise. You're safe now.

	Barron gazes at her; reason slowly returns.

    STAR TREK: "Who Watches... " REV. 8/23/89 - ACT ONE    10.

22   ANGLE ON LIKO

	CLOSE on Liko's face -- after a beat, Liko's eyes open.

					BARRON (O.S.)
			The others?

					PICARD (O.S.)
			Doctor Warren is here. We're
			doing all we can.

	Liko, not daring to move a muscle, looks to the source
	of the voices:

23   ANGLE - WHAT LIKO SEES

	Medical personnel, Beverly, and Picard are gathered
	around Barron's biobed. Picard is the only one in a
	red uniform; he stands out dramatically.

					BARRON
			And Palmer? Where is Palmer?

					PICARD
			Still on Mintaka Three.

					BARRON
			Picard -- you have to find him.

					PICARD
			We will.

					BARRON
			He may be hurt --

					PICARD
			Rest assured -- we will not leave
			until we locate Palmer.

	Picard's strength and conviction mollify Barron.

    STAR TREK: "Who Watches... " REV. 8/23/89 - ACT ONE    11.

23   CONTINUED:

					BARRON
			Thank you, Picard.

	Beverly helps Barron lie back and relax. Picard moves
	away from the biobed, taps his communicator:

					PICARD
			Picard to bridge. Report.

					WORF'S COM VOICE
			Scans of the planet detect no
			humans, Captain.

					PICARD
			Very well. Take us into a close
			orbit.

					WORF'S COM VOICE
			Sir, a close orbit will
			increase sensor efficiency by
			only four percent.

					PICARD
			I want that four percent,
			Lieutenant.

					WORF'S COM VOICE
			Aye, sir.

					PICARD
			Picard out.

24   NEW ANGLE

	as Picard turns, finds himself looking at Liko -- who's
	looking right back at him. Picard's speechless. After
	a beat:

					LIKO
				(tentative)
			Picard?

	Liko's voice catches everyone's attention. Beverly
	moves instantly to Liko's side, knocks Liko out with a
	hypospray.

    STAR TREK: "Who Watches... " REV. 8/23/89 - ACT ONE    12.

24   CONTINUED:

					BEVERLY
			Damn --

					PICARD
			Doctor, your next task is clear.

	Beverly nods as she looks at her troublesome patient:

									CUT TO:

25   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	in orbit around Mintaka Three.

26   EXT. MINTAKA THREE - DUCK BLIND - DAY

	Oji is atop a bluff, finishing her reconnaissance. No
	luck. She returns to the duck blind rockface, touches
	it once more. Nothing happens. The hologram
	generator's doing its job; the rockface looks and feels
	authentic.

27   EXT. MINTAKA THREE - SECLUDED AREA - DAY (OPTICAL)

	In a location not visible from the duck blind area, the
	sleeping body of Liko MATERIALIZES. Slowly, Liko
	awakens.

28   EXT. MINTAKA THREE - DUCK BLIND - DAY

	as Oji starts to walk back down the path.

					LIKO (O.S.)
				(weak)
			Oji?

     STAR TREK: "Who Watches... " REV. 8/9/89 - ACT ONE     13.

28   CONTINUED:

	Startled, Oji turns, looks about, tries to place which
	direction the voice came from --

					OJI
			Father?

29   EXT. MINTAKA THREE - SECLUDED AREA - DAY

	as Liko sits up, examines himself.

					LIKO
			Here...

	After a beat, Oji ENTERS, rushes to her father's side
	-- and is amazed to see that her father's wounds have
	disappeared.

					OJI
			I thought I'd never see you again.
			When you and the woman vanished,
			I was sure you were dead.

					LIKO
			I think I was... but I was brought
			back to life. I awoke in an
			incredible place -- and my wounds
			were gone. I had been healed.

					OJI
			How is that possible?

	Liko ponders this gravely.

					LIKO
			Long ago, our people believed in
			beings with great powers. These
			beings made the rains come, told
			the sun when to rise, and caused
			all life to be born, to grow,
			to die.

					OJI
			But those are just tales -- old
			superstitions.

    STAR TREK: "Who Watches... " REV. 8/14/89 - ACT ONE    14.

29   CONTINUED:

					LIKO
			Perhaps the beliefs of our
			ancestors are true. Nothing else
			can explain what's happened.
				(a beat)
			Everything's changed now, Oji.
			We must tell the others...

	On Liko's resolute expression, we:

									FADE OUT.

                        END OF ACT ONE                          

    STAR TREK: "Who Watches... " REV. 8/16/89 - ACT TWO    15.

                            ACT TWO                             

	FADE IN:

30   INT. OBSERVATION LOUNGE

	Picard, Riker, Troi, Data, and Beverly. Beverly is
	in mid-report.

					BEVERLY
			... Barron is stable, but Warren
			is still critical.

					RIKER
			Palmer is missing, and scans of
			the planet pick up Mintakan life
			forms only -- no humans.
			However...

	Riker looks to Data.

					DATA
			The area around the duck blind
			exhibits Karst topography --
			sinkholes, underground rivers,
			and caverns. And the rock strata
			contain a high concentration of
			thallium compounds, which may be
			obstructing our sensor beams.

					PICARD
			So if Palmer, in his delirium,
			fled into a cave, we might be
			unable to detect his life signs.

					DATA
			Correct.

					BEVERLY
			Captain, if he is still alive,
			he probably needs medical
			attention. We must send an away
			team to locate him.

					TROI
			But our presence mustn't interfere
			with the cultural development of
			the Mintakans.

					PICARD
			Agreed. Further contamination
			must be prevented.

     STAR TREK: "Who Watches... " REV. 8/9/89 - ACT TWO     16.

30   CONTINUED:

					RIKER
			Sir, I have a suggestion.

									CUT TO:

31   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	Orbiting Mintaka Three.

					RIKER (V.O.)
			First officer's log, Stardate
			43125.3. Counselor Troi and I
			are beaming down to Mintaka Three
			to locate Doctor Palmer and
			determine the extent of the
			cultural contamination.

32   EXT. MINTAKA THREE - SECLUDED AREA - DAY (OPTICAL)

	The same spot where Liko was beamed down. Riker and
	Troi MATERIALIZE, along with two bundles of woven
	cloth.

	Riker and Troi have been made up as Mintakans,
	complete with angled eyebrows and pointed ears.
	They're wearing typical Mintakan garb: austere,
	mannerly outfits of woven cloth.

					RIKER (V.O.)
			Doctor Crusher has temporarily
			altered our features and skin
			color. She's also implanted
			subcutaneous communicators so that
			any transmissions we receive will
			be inaudible to the Mintakans.

	Riker and Troi look around. No one's in sight.

					RIKER
			Riker to Enterprise -- do you
			read?

	Riker hears Data's com voice via direct bone
	conduction, so it sounds unusually thin and faint:

					DATA'S COM VOICE
				(filtered)
			Perfectly, Commander. I will be
			monitoring you continuously.

    STAR TREK: "Who Watches... " REV. 8/14/89 - ACT TWO    17.

32   CONTINUED:

	Riker and Troi pick up their bundles of woven cloth.

					TROI
			Mintakan emotions are quite
			interesting. Like the Vulcans,
			they have highly ordered minds...
			A very sensible people.

	They start to walk. Riker automatically takes the
	lead. Troi stops him, moves in front of him. MOVE
	with them as they walk.

					TROI (cont'd)
				(enjoying this)
			For example, Mintakan women
			precede their mates. It's a
			signal to other women.

					RIKER
			"This man's taken; get your own?"

					TROI
			Not precisely... More like, "if
			you want his services, I'm the
			one to negotiate with."

					RIKER
			What kinds of "services?"

					TROI
			All kinds.

					RIKER
				(amused)
			Ah. They are a sensible race.

	Riker and Troi come around a rock formation and find
	themselves on a path leading to the assembly hall area.

32A  EXT. MINTAKA THREE - ASSEMBLY HALL - DAY

	A few MINTAKANS are entering the area. Riker and Troi
	ENTER and follow the Mintakans toward the assembly
	hall.

    STAR TREK: "Who Watches... " REV. 8/9/89 - ACT TWO    17A.

33   INT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Assorted MINTAKANS are gathered around Liko and Oji.
	This is the "town hall" where Mintakans meet daily --
	both to barter and to talk, philosophize, exchange
	information, and debate ideas.

	Among the listeners is NURIA, an attractive, middle-aged
	Mintakan woman who's the leader of this community;
	the Mintakans respect her calm, clear-headed
	intelligence and give extra weight to her opinions.

    STAR TREK: "Who Watches... " REV. 8/14/89 - ACT TWO    18.

33   CONTINUED:

	Next to Liko and Oji is FENTO, an elderly Mintakan man
	who's the community's "storyteller" -- its oral
	historian.

					LIKO
			I understand your skepticism.
			Had it not happened to me, I would
			find it difficult to accept as
			well.

34   ANGLE ON RIKER AND TROI

	as they enter the assembly hall.

					OJI (O.S.)
			But it did happen, just as we've
			told you.

	Riker and Troi stay on the outskirts of the group.

35   WIDER

	as Liko turns to a skeptical Fento.

					LIKO
			Fento -- you know the legends
			better than anyone. Don't they
			speak of beings like the ones I've
			seen --

					OJI
			-- who could vanish like smoke?

					FENTO
				(dubious)
			There are the stories of the
			Overseer... who could appear and
			disappear at will...

	To Liko, this is confirmation. Fento's tone, however,
	indicates that though he's aware of the legend, he
	doesn't believe it.

					LIKO
			And couldn't this Overseer heal
			the dead?

    STAR TREK: "Who Watches... " REV. 8/14/89 - ACT TWO    18A.

35   CONTINUED:

					FENTO
				(nods)
			He had supreme power -- or so our
			ancestors believed.

	Liko nods. That's more confirmation.

    STAR TREK: "Who Watches... " REV. 8/18/89 - ACT TWO    19.

35   CONTINUED: (2)

					LIKO
			I believe I've seen the
			Overseer...

					RIKER
				(sotto)
			Uh-oh...

					LIKO
			He is called the Picard.

	MURMURS from the Mintakans. This is heady stuff.
	Riker and Troi exchange an "oh, hell... " glance and
	speak in low tones:

					TROI
			His memory is intact.

					RIKER
			The procedure didn't work.

36   NEW ANGLE

	as Nuria steps forward.

					NURIA
			Liko -- all this talk of a
			supernatural being... No one's
			believed that for countless
			generations. Just as we no longer
			believe the stars control our
			fates, or that the spirits of the
			dead haunt the living.

					LIKO
			I'm not saying all the old beliefs
			are true. But I did see the
			Picard, and I was restored to
			life.

	More MURMURS from the Mintakans.

37   OMITTED

      STAR TREK: "Who Watches... " REV. 8/21/89 - ACT TWO 20-22.        

38   WIDER

	as Riker and Troi step forward and address Liko.

					TROI
			We are visitors; we've come to
			trade our cloth. May we speak?

					NURIA
			Please do -- we welcome outsiders.
			I am Nuria.

					TROI
			I am Troi; this is Riker.
				(to Liko)
			You've had a very interesting
			dream.

					LIKO
				(scoffs)
			Dream? It was real!

					OJI
			My father and I both witnessed
			these beings.

					TROI
			If you are father and daughter,
			you may have shared the same
			dream.

					LIKO
			That is not reasonable.

					RIKER
			Is it any less reasonable than
			being magically propelled to a
			strange place by "the Picard?"

	The Mintakans exchange looks. Riker makes a good
	point. Then:

					HALI (O.S.)
			Nuria!

	The Mintakans turn --

39
thru	OMITTED
41

     STAR TREK: "Who Watches... " REV. 8/21/89 - ACT TWO 23-23A.        

42   NEW ANGLE

	as HALI and one more MINTAKAN HUNTER (both with
	elaborately-designed crossbows) come into view at the
	entrance to the assembly hall -- carrying a bedraggled
	and unconscious Palmer.

	Surprised reactions from the Mintakans. Liko and Oji
	are triumphant.

					LIKO
			It has to be -- Palmer -- the one
			the Picard wished to find.

	The Mintakans rush as one to gather around Palmer, peer
	at him, touch his skin and clothing. They're not
	aggressive -- merely curious about the stranger.

					NURIA
				(examining Picard)
			Remarkable. You were speaking
			the truth.

					LIKO
			The Picard will be pleased.

    STAR TREK: "Who Watches... " REV. 8/21/89 - ACT TWO    24.

43
thru	OMITTED
44

45   ON RIKER AND TROI

	exchanging a look. So much for their cogent
	arguments.

					RIKER
			Riker to Picard.

46   INT. SICKBAY

	Picard and Beverly in f.g. Warren lies motionless on
	her biobed, her vital signs dangerously low.

    STAR TREK: "Who Watches... " REV. 8/21/89 - ACT TWO    25.

46   CONTINUED:

	Barron, in a hospital gown, is standing next to Warren.

					PICARD
			Go ahead, Number One.

47   INTERCUTS - SICKBAY AND MINTAKA THREE

					RIKER
			We have a problem.

					PICARD
			The contamination?

					RIKER
			It's worse than we suspected.
			The Mintakans are beginning to
			believe in a god -- and the one
			they've chosen... is you.

	PUSH IN on Picard's appalled reaction, and --

									FADE OUT.

                        END OF ACT TWO                          

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   26.

                           ACT THREE                            

	FADE IN:

48   INT. SICKBAY

	As before.

					BARRON
			Picard -- you must beam Palmer
			aboard immediately. Without
			medical attention --

					PICARD
			It's not that simple. He's
			surrounded by Mintakans. If he
			dematerializes before their
			eyes...

					BARRON
			... it will slightly increase the
			cultural contamination which
			already exists. A small price
			for saving Palmer's life.

	Picard thinks it over, addresses the com panel:

					PICARD
			Number One -- is there any chance
			of your freeing Palmer and
			transporting up unseen?

49   INTERCUTS - SICKBAY AND MINTAKA THREE

	Riker and Troi, still out of earshot of the Mintakans,
	survey the area.

					RIKER
			We can try...

					PICARD
			Try hard. Picard out.

50   ANGLE ON BARRON

	scowling at Picard.

   STAR TREK: "Who Watches... " REV. 8/21/89 - ACT THREE   27.

50   CONTINUED:

					BARRON
			Picard, I must protest. You're
			endangering Palmer with this
			delay.

					PICARD
			I'm aware of that. But each of
			us -- including Doctor Palmer --
			took an oath to uphold the Prime
			Directive... if necessary, with
			our lives.

51   INT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Nuria, Liko, Oji, Hali, Fento, and the other Mintakans
	are still gazing at the unconscious Palmer. Riker
	stands nearby; Troi is not present. Hali explains:

					HALI
			We followed a hornbuck into a
			cave. The stranger was there --
			asleep.

					NURIA
			This Palmer is one of the
			Overseer's servants?

					LIKO
			Yes -- the Picard has many
			servants.
				(to Fento)
			Isn't that true?

					FENTO
				(still skeptical)
			According to the legends. But
			if Palmer is a servant of the
			Overseer, what was he doing in
			the cave?

					OJI
			Perhaps he ran away.

					HALI
			Or he failed the Picard somehow
			and was hiding from him.

					LIKO
			We should bind him in case he
			wakes and tries to escape.

   STAR TREK: "Who Watches... " REV. 8/21/89 - ACT THREE   27A.

51   CONTINUED:

					RIKER
			It's senseless to hold this
			stranger captive. This Overseer
			talk is nothing more than an old
			superstition.

	Fento nods agreement.

					NURIA
			I disagree. All the evidence
			suggests the Overseer does exist.

   STAR TREK: "Who Watches... " REV. 8/15/89 - ACT THREE   28.

51   CONTINUED: (2)

					LIKO
			And I heard the Picard say he
			wanted to find Palmer.

					OJI
			Then by keeping Palmer safe, we
			will please the Picard.

					LIKO
			And he'll grant us favors in return.

					NURIA
			Favors?

	Nuria raises an eyebrow, looks to Fento for
	elaboration. Fento shrugs:

					FENTO
			The Overseer was said to be
			all-powerful. He could provide
			gentle winters, plentiful hunting,
			fertile crops... anything.

					LIKO
				(quiet intensity)
			He could even bring back those
			who have died.

	Oji looks at Liko as Liko's meaning dawns. Is it
	possible... ? Liko smiles warmly back at Oji: yes, it
	is. The Mintakans look to Nuria, who reaches a
	decision:

					NURIA
			We will keep Palmer for the
			Picard.

	A BUZZ of approval from the Mintakans -- good decision.

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   29.

52   NEW ANGLE

	Troi ENTERS.

					TROI
			I've seen another one -- like
			Palmer!

					LIKO
			Another servant of the Picard?

					TROI
				(nods)
			He's headed toward the caves!

					NURIA
			Fento -- stay and bind Palmer.

	Troi, Nuria, Liko, Oji, Hali, and the others EXIT the
	assembly hall.

53   EXT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Troi leads Nuria, Liko, Oji, Hali, and the others off
	toward the hills.

54   INT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Fento leans over Palmer, starts tying him up with a
	length of woven rope. Riker steps up next to Fento.

					RIKER
			Excuse me... that knot won't hold.
			If I may assist...

					FENTO
			Please do.

	As Riker unties the rope:

					RIKER
			The trick is to make a knot that
			tightens under pressure. Here,
			I'll show you...

   STAR TREK: "Who Watches... " REV. 8/11/89 - ACT THREE   30.

55   EXT. MINTAKA THREE - PATH - DAY

	Nuria, Liko, Oji, Hali, and the others are following
	Troi. Oji suddenly notices the sun's position, stops:

					OJI
			Father -- the sun's reaching its
			zenith. If I don't go to measure...

					LIKO
			Go.

	Oji turns around, rushes back the way she came.

56   INT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Fento has been bound and gagged by Riker.

					RIKER
			Forgive me, friend... but the
			stranger must be set free.

	Riker picks up Palmer in a fireman's carry and starts
	off.

57   EXT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Riker EMERGES from the assembly hall, carrying Palmer,
	and heads for a path out of the area (not the same path
	Troi took).

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   30A.

57   CONTINUED:

	Riker sees Oji ENTER the area at the far end.

					RIKER
			Riker to Enterprise. Lock on and
			prepare to beam us directly to
			Sickbay, but wait for my signal.

					DATA'S COM VOICE
				(filtered)
			Acknowledged, Commander.

	Oji sees Riker --

					OJI
			Riker?

	Riker ignores her, keeps heading out.

   STAR TREK: "Who Watches... " REV. 8/11/89 - ACT THREE   31.

58   EXT. MINTAKA THREE - PATH - DAY

	Troi leading the others as before.

					OJI (O.S.)
				(distant)
			Riker! Stop!

					NURIA
			Oji?

					OJI (O.S.)
				(distant)
			It's Riker -- he's taking Palmer!

	Nuria puts it together instantly, whirls to face Troi:

					NURIA
			Yari -- don't let her escape.

	The Mintakan hunter levels his crossbow at Troi, takes
	her captive. The others follow Nuria as she charges
	back toward the assembly hall area.

59   OMITTED

60   EXT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Riker is about to reach a path through the rocks
	surrounding the assembly hall area. Nuria and the
	others ENTER the area at the other end. Hali levels
	his crossbow to take a shot at Riker, but Riker ducks
	between the rocks, EXITS the area. The Mintakans
	pursue.

   STAR TREK: "Who Watches... " REV. 8/24/89 - ACT THREE   32.

61   OMITTED

62   EXT. MINTAKA THREE - ANOTHER PATH - DAY (OPTICAL)

	Riker carrying Palmer; Nuria and the Mintakans in
	pursuit. Finally, Riker finds what he's been looking
	for: a spot where he's momentarily out of sight of the
	Mintakans.

					RIKER
			I'm clear. Energize!

	Riker and Palmer DEMATERIALIZE. A moment after they're
	gone, Nuria and the others ENTER, rush down the path
	past where Riker disappeared, and keep going.

63   OMITTED

64   INT. SICKBAY (OPTICAL)

	as Riker and Palmer MATERIALIZE in Sickbay. Beverly
	and a medic help Riker put Palmer on a biobed. Riker
	stretches his aching muscles.

					RIKER
			Data. Has Counselor Troi beamed
			up?

					DATA'S COM VOICE
			Negative, Commander. Sensors show
			she's in the midst of a group of
			Mintakans.

					RIKER
			Damn.

	Riker EXITS.

65   INT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Hali uses a knife to cut Fento's ropes. Nuria, Liko,
	Oji, and other Mintakans surround Troi. Liko's
	concerned; Troi is calm.

					NURIA
			Hali -- find Riker and Palmer.

	Hali motions for the hunter and other Mintakans to
	accompany him; they EXIT. Liko accosts Troi:

   STAR TREK: "Who Watches... " REV. 8/10/89 - ACT THREE   32A.

65   CONTINUED:

					LIKO
			Why? Why did you and Riker take
			Palmer from us?

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   33.

65   CONTINUED: (2)

					TROI
			We did not "take" Palmer...

66   INT. MAIN BRIDGE

	Picard, Data, and Worf are silent, listening to Troi's
	communicator. Riker ENTERS.

					TROI'S COM VOICE
			... we set him free. Riker and
			I don't believe these fables about
			the Overseer.

					LIKO'S COM VOICE
			Don't you realize what you've
			done?

67   INTERCUTS - BRIDGE AND MINTAKA THREE

					LIKO
			You've angered the Picard -- and
			we may all suffer for it!
				(to Fento)
			Weren't there stories of the
			Overseer destroying those who
			offended him?

					FENTO
			Stories. Nothing more.

					NURIA
			Liko, we'll get Palmer back.
			Riker was carrying him -- they
			can't have gone far.

					LIKO
			Still, the Picard may blame us
			for Palmer's escape.
				(points to Troi)
			Perhaps we should punish her --
			to let the Overseer know that she
			and Riker acted alone.

					NURIA
			We'll keep Troi captive.

   STAR TREK: "Who Watches... " REV. 8/11/89 - ACT THREE   34.

67   CONTINUED:

					LIKO
			That's not enough.

					NURIA
			You would have us harm her?

	Liko looks sadly at Troi. He's not a zealot out for
	blood -- he's concerned for the future of his people.
	This isn't an easy thing to suggest, but -- in Liko's
	eyes -- it's imperative.

					LIKO
			If it will hold off the Picard's
			anger -- yes. I've seen how
			powerful he is...

68   ON NURIA

	weighing Liko's argument as the anxious Mintakans look
	to her for orders. Sometimes being the leader is a
	hell of a burden.

					NURIA
				(slowly)
			I am unwilling to hurt Troi
			needlessly.
				(a beat)
			We will wait for Hali and the
			others to return.

					OJI
			And if they don't find Palmer?

					NURIA
				(looking at Troi)
			Then we may have to do as Liko
			suggests.

69   INT. OBSERVATION LOUNGE

	Picard, Riker, and Barron.

					PICARD
				(to Barron)
			You believe the Mintakans are
			capable of harming Troi?

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   34A.

69   CONTINUED:

					BARRON
				(nods)
			They are not normally a violent
			people... but these are
			extraordinary circumstances.
			They're trying to comprehend what
			they believe to be a god.

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   35.

69   CONTINUED: (2)

					PICARD
			Recommendations?

					BARRON
			The Mintakans wish to please the
			Overseer, but they can only guess
			what he wants. They need a sign.

					PICARD
			Are you suggesting...

					BARRON
				(nods)
			You must go down to Mintaka Three.

					RIKER
			Masquerading as a god?

					PICARD
			Out of the question. The Prime
			Directive --

					BARRON
			Has already been violated. The
			damage is done; all we can do now
			is minimize it.

					PICARD
			By sanctioning their false
			beliefs?

					BARRON
			By giving them guidelines...
			letting them know what the
			Overseer expects of them.

					PICARD
			I cannot -- I will not impose a
			set of commandments on these
			people. To do so violates the
			essence of the Prime Directive.

					BARRON
			Like it or not, we've rekindled
			the Mintakans' belief in the
			Overseer.

					RIKER
				(to Barron)
			And you're saying that belief will
			eventually develop into a
			religion.

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   35A.

69   CONTINUED: (3)

					BARRON
			It's inevitable. And without
			guidance, that religion could
			degenerate into inquisitions...
			holy wars... chaos.

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   36.

69   CONTINUED: (4)

					PICARD
			Your own reports describe how
			rational these people are.
			Millennia ago, they abandoned all
			belief in the supernatural. And
			now you're asking me to sabotage
			that achievement... send them
			back into the Dark Ages of fear
			and superstition.
				(adamant)
			No. We must undo the damage we've
			caused.
				(turning to Riker)
			Number One -- tell me about the
			group's leader.

					RIKER
			Nuria is exceptionally fair-minded
			and sensible... the Mintakans
			trust her judgment. If we could
			convince her we're not gods...

					PICARD
			... she might be able to persuade
			the others.

					BARRON
			And how do you propose to convince
			her?

					PICARD
			She sees the Picard as a magical
			figure. I'm going to show her
			how the magic works.
				(a beat)
			Bring her aboard.

   STAR TREK: "Who Watches... " REV. 8/10/89 - ACT THREE   36A.

70   INT. MINTAKA THREE - ASSEMBLY HALL - DAY

	Troi is being guarded by two Mintakans. Liko and Oji
	are standing nearby. Nuria is walking away, toward
	the exit.

71   ON TROI

	Troi doesn't react as Data's voice pops into her ear:

					DATA'S COM VOICE
				(filtered)
			Counselor, sensors indicate five
			Mintakans in your immediate
			vicinity.
					(MORE)

   STAR TREK: "Who Watches... " REV. 8/14/89 - ACT THREE   37.

71   CONTINUED:

					DATA'S COM VOICE (cont'd)
			Four are motionless; the fifth
			is eight meters away, proceeding
			south. Is Nuria one of these
			five?

					TROI
				("yes")
			Mmm-hmm.

72   INT. MAIN BRIDGE

	Picard, Riker, Worf, supernumeraries. Data reacts to
	the odd sound Troi just made.

					DATA
			Was that intended to be an
			affirmative?

					RIKER
				(a smile)
			Yes, Data, it was.

73   INTERCUTS - BRIDGE AND MINTAKA THREE

					DATA
			Is Nuria the closest of the five?

					TROI
				("nope")
			Mmm-mmm.

	Data reacts, puzzled again. Riker "translates":

					RIKER
			Negative.

					DATA
			Is Nuria the one in motion?

					TROI
				("yes")
			Mmm-hmm.

					RIKER
			Lock sensors on Nuria.

					DATA
			Locked on, Commander. We can
			beam Nuria aboard at will.

   STAR TREK: "Who Watches... " REV. 8/16/89 - ACT THREE   38.

73   CONTINUED:

	Picard gets to his feet.

					PICARD
			Data, when sensors indicate she's
			alone, beam her to Transporter
			Room One.

					DATA
			Aye, sir.

	Picard EXITS into a turbolift.

74   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	In close orbit to Mintaka Three.

75   INT. TRANSPORTER ROOM

	Picard ENTERS, approaches the ENSIGN at the console.

					PICARD
			Ensign Hoy, I'll handle this.

	The Ensign EXITS and Picard takes his place behind
	the console. Picard energizes.

76   ANGLE ON THE TRANSPORTER PAD (OPTICAL)

	as Nuria MATERIALIZES -- and GASPS in shock. What's
	happened? Where the hell is she?

					PICARD (O.S.)
			Nuria -- don't be afraid.

	Nuria turns to face --

77   WIDER

	Picard steps forward, nods reassuringly.

					PICARD
			No one's going to harm you.

	Nuria can barely speak:

					NURIA
			Who... ?

					PICARD
			My name is Jean-Luc Picard.

    STAR TREK: "Who Watches... " REV. 8/7/89 - ACT THREE    39.

78   ON NURIA

	astonished. She sinks to her knees in fear and
	reverence, and we --

									FADE OUT.

                       END OF ACT THREE                         

    STAR TREK: "Who Watches... " REV. 8/10/89 - ACT FOUR    40.

                           ACT FOUR                             

	FADE IN:

79   INT. TRANSPORTER ROOM

	Nuria is still on her knees on the transporter pad.
	Picard takes another step. She averts her eyes.

					PICARD
			Please -- get up.

	No response.

					PICARD (cont'd)
			Get up! You don't kneel to me.

					NURIA
			You do not wish it?

					PICARD
			I do not deserve it.

	Picard extends a hand. Slowly, timidly, Nuria takes
	it. Picard lifts her to her feet, stands eye-to-eye
	with her, clasps her hand.

					PICARD (cont'd)
			Look at me. Feel the warmth of
			my hand, the rhythm of my pulse.
			I am not a supreme being -- I am
			flesh and blood, like you.

	Nuria shakes her head -- inconceivable.

					NURIA
			Not like me...

					PICARD
			Like you! Different in
			appearance, yes. But we are both
			living beings -- we are born, we
			grow, we live, we die. In all
			the ways that matter, we are
			alike.

					NURIA
			But -- you are the Picard!

	Nuria gazes at him, uncomprehending. Picard smiles.

     STAR TREK: "Who Watches... " REV. 8/23/89 - ACT FOUR 41-41A.       

79   CONTINUED:

					PICARD
			Let me show you my people.
				(ALTERNATE:)
			Let me show you something.

	Picard leads Nuria to the door, which OPENS. Nuria
	jumps back, startled -- then looks at Picard, gathers
	courage from his presence. In the corridor, a
	CREWMEMBER passes.

					NURIA
			What a wondrous place this is.
			Even the doors obey your commands.

					PICARD
			It is wondrous -- but not
			miraculous. The doors merely work
			differently from the ones you
			know.

	Picard and Nuria EXIT into the corridor.

80
thru	OMITTED
81

         STAR TREK: "Who Watches... " REV. 8/10/89 - ACT FOUR        42.

82   OMITTED

83   INT. OBSERVATION LOUNGE (OPTICAL)

	Picard and Nuria are at a window, looking at the
	magnificent sight of Mintaka Three set amid thousands
	of stars. Nuria is overwhelmed. So many wonders...

					NURIA
			That is my home?

					PICARD
			Seen from far, far above.

					NURIA
			Yet we don't fall.
				(a beat)
			I never imagined I would see the
			clouds... from the other side.
			Your powers are truly boundless.

	She looks like she's ready to drop to her knees again,
	and that's not the attitude Picard is trying to
	inspire. He SIGHS, tries again:

					PICARD
			Nuria -- your people live in huts.
			Was it always so?

					NURIA
			No. We have found remnants of
			tools in caves. Our ancestors
			must have lived there.

					PICARD
			Why do you now live in huts?

					NURIA
			Huts are better. Caves are dark
			and wet --

					PICARD
			If huts are better, why did your
			people ever live in caves?

					NURIA
			The most reasonable explanation
			is that at one time we didn't know
			how to make huts.

         STAR TREK: "Who Watches... " REV. 8/11/89 - ACT FOUR        43.

83   CONTINUED:

					PICARD
				(nods)
			Just as there was a time when you
			didn't know how to make cloth --
			or bows.

					NURIA
			That is reasonable.

					PICARD
			Someone invented huts. Someone
			invented the bow. And they taught
			others, who taught their children,
			who taught their children's
			children...

	Nuria mulls it over. Makes sense. She nods.

					PICARD (cont'd)
			Now suppose one of your cave-dwelling
			ancestors could see you
			as you are today. What would she
			think?

					NURIA
			I don't know.

					PICARD
			Put yourself in her place. You
			have a power she lacks. You can
			kill a hornbuck from a great
			distance.

					NURIA
			Only because I have a bow.

					PICARD
			She has never seen a bow -- it
			doesn't yet exist in her world.
			To you, it's a simple tool. To
			her, it's magic.

					NURIA
				(musing)
			I suppose she might think so.

					PICARD
			And how would she react to you?

					NURIA
			I think... she would fear me.

     STAR TREK: "Who Watches... " REV. 8/21/89 - ACT FOUR 44-44A.       

83   CONTINUED: (2)

					PICARD
			Just as you fear me.

	Nuria nods slowly. Picard's made his point. After a
	long beat:

					NURIA
				(matter-of-fact)
			I do not fear you any longer.

					PICARD
			Good. My people once lived in
			caves, too. We learned to build
			huts... and, later, to build ships
			such as this one.

					NURIA
			Perhaps some day my people will
			travel above the sky...

					PICARD
			Of that, I have absolutely no
			doubt.

84   INT. MINTAKA THREE - ASSEMBLY HALL - NIGHT

	A fire has been lit in a fire pit. Flashes of
	LIGHTNING outside are followed by distant THUNDER.
	Liko, Oji, and Fento are worried.

					LIKO
			It's not the season for lightning.
			It must be a warning...

					FENTO
				(protests)
			We've had storms at this time of
			year before.

	ANOTHER BOLT FRACTURES the night outside. The
	Mintakans react.

					OJI
			Not like this one...

         STAR TREK: "Who Watches... " REV. 8/21/89 - ACT FOUR        45.

84   CONTINUED:

					LIKO
			It must mean something!
				(mounting anxiety)
			The Picard is angry with us. He
			blames us for Palmer's escape.

					FENTO
			Liko -- we don't know that the
			Overseer is responsible for this
			storm...

					LIKO
				(interrupts, panicking)
			Will he also send floods? My wife
			died in last year's floods -- will
			we all die now?

	Still more THUNDER. Liko makes a decision:

					LIKO (cont'd)
			We must find Nuria.

	As Liko, Oji, and Fento EXIT, the THUNDER CRASHES ever
	closer.

85   INT. READY ROOM

	Nuria and Picard are looking at the model of the
	Stargazer.

					NURIA
			Picard... you have shown me
			wonders I could never have
			imagined... and I am grateful
			beyond words... but might I
			request something for my people?

	Picard is moved by her devotion to her people.

         STAR TREK: "Who Watches... " REV. 8/11/89 - ACT FOUR       45A.

85   CONTINUED:

					PICARD
			You are indeed a leader.

         STAR TREK: "Who Watches... " REV. 8/14/89 - ACT FOUR        46.

85   CONTINUED: (2)

					NURIA
			You have shown me such generosity;
			I wish my people could share in
			it.
				(a beat)
			Six Mintakans died in a flood last
			winter. Four of them were
			children.

	Picard grows wary as he sees what's coming:

					NURIA (cont'd)
			Would you bring them back to life?

	Picard takes a long beat before replying:

					PICARD
			That is beyond my power.

					NURIA
			Why? You restored Liko's life.
			Did the six who died offend you
			in some way?
				(a new thought)
			Or have I offended you? Should
			I have ordered the death of Troi?
			Please -- if there is anything
			I can do to change your mind...

86   ON PICARD

	A sobering realization.

					PICARD
				(almost to himself)
			I've failed to get through to you,
			haven't I? Despite all my
			efforts...

	Nuria looks at Picard, her expression pleading for him
	to do her people this simple favor. And all Picard can
	do is look helplessly back at her...

87   INT. MINTAKA THREE - ASSEMBLY HALL - NIGHT

	Oji and Fento ENTER, rush up to a desperate Liko as
	LIGHTNING CRACKLES outside.

         STAR TREK: "Who Watches... " REV. 8/11/89 - ACT FOUR        47.

87   CONTINUED:

					OJI
			Nuria can't be found. No one
			knows where she's gone.

	Hali and the Mintakan hunter ENTER, out of breath.

					LIKO
			Hali! Any sign of Palmer or
			Riker?

					HALI
				(shaking his head)
			They've escaped us. We searched
			everywhere.

	The LOUDEST THUNDER CRASH; this time, directly
	overhead.

					OJI
			What do we do now?

	After a moment of indecision:

					LIKO
			As the Picard wishes. Punish
			those responsible.

	Liko holds out his hand to Hali -- "give me your
	crossbow." The Mintakans are astonished.

					FENTO
			Nuria would not allow --

					LIKO
			Nuria isn't here -- and we can't
			wait.

	More ear-splitting THUNDER. Hali looks from Liko to
	the others, reluctantly makes up his mind, hands his
	crossbow to Liko. Liko marches off toward the captive
	Troi.

88   CLOSE ON TROI

	watching impassively as Liko strides purposefully
	toward her, crossbow in hand...

									FADE OUT.

                        END OF ACT FOUR                         

     STAR TREK: "Who Watches... " REV. 8/24/89 - ACT FIVE 48-48A.       

                           ACT FIVE                             

		FADE IN:

89
thru	OMITTED
90

91   INT. SICKBAY

	Warren has started to spasm. A medic is at Warren's
	side. Barron looks on helplessly. Beverly ENTERS,
	tapping her communicator as she crosses --

					BEVERLY
			Crusher to Picard. I think
			we're going to lose Warren.

					PICARD'S COM VOICE
			On my way.

	Warren's spasms worsen. Beverly looks at the
	monitor. Not good. The medic has a hypo ready;
	Beverly glances at it, shakes her head.

	A massive convulsion shakes Warren's body. The vital
	signs are dropping. Beverly and the medic can do
	little more than wipe the sweat from Warren's brow and
	keep Warren restrained. It's any doctor's nightmare
	-- being forced to watch from the sidelines as the
	patient fights the final battle.

	Picard ENTERS. Nuria is right behind him.

         STAR TREK: "Who Watches... " REV. 8/21/89 - ACT FIVE        49.

92   ON WARREN

	Another spasm. Her eyes open. She tries to speak,
	but hasn't the strength. Beverly motions for Barron
	to stand near so Warren can see him. Warren can barely
	focus -- but she recognizes Barron, tries to take his
	hand. Barron clasps her tiny, frail hand and holds
	on.

         STAR TREK: "Who Watches... " REV. 8/10/89 - ACT FIVE        50.

92   CONTINUED:

					BARRON
			I'm here, Mary.

	Beverly watches the vital signs. Almost nil.

					BEVERLY
				(to Medic)
			Prepare two cc's of norep.

	The medic readies a hypo. Warren is hit with a
	seizure; her eyes close as a wave of pain racks her
	body. Again she tries to speak -- nothing. With a
	last effort of will, she forces her eyes open, looks up
	at Barron --

	-- and then, mercifully, it's over; Warren goes limp;
	her vital signs drop to zero. Beverly takes the hypo,
	injects Warren's carotid artery, but it's futile and
	she knows it.

					BEVERLY (cont'd)
				(to Barron)
			I'm sorry.

	Barron sits down, bows his head in grief.

93   ON PICARD AND NURIA

	Picard lowers his head, grieves over their loss.
	Nuria, profoundly moved, looks from Picard to Barron to
	Beverly -- their remorse is palpable.

					NURIA
				(quietly)
			Picard?

	Picard doesn't respond.

					NURIA (cont'd)
			You could not save her.

					PICARD
			No.

					NURIA
			You do have limits. You are not
			masters of life and death.

         STAR TREK: "Who Watches... " REV. 8/21/89 - ACT FIVE        51.

93   CONTINUED:

					PICARD
			No, we are not.
				(a beat)
			We can cure many diseases and
			repair many injuries. We can
			extend life... but despite all
			our knowledge -- all our advances
			-- we are just as mortal as you
			are... just as powerless to
			prevent the inevitable.

	Nuria gazes at Picard as if seeing him for the first
	time -- empathizing with his remorse, his helplessness,
	his humanity.

					NURIA
			You are a remarkable people. But
			you are not superior beings.
				(a beat)
			My people must be made to
			understand that.

	Picard nods agreement.

94   INT. MINTAKA THREE - ASSEMBLY HALL - NIGHT

	As before. The THUNDER continues. Liko steps up to
	the captive Troi, followed by Oji, Fento, and Hali.

					TROI
			Liko -- you don't want to kill
			me.

					LIKO
			I have no choice. I must do as
			the Picard wishes.

					TROI
			Are you sure you know what he
			wants?

	Liko is torn. No, he's not sure.

					TROI (cont'd)
				(after a beat; to the
				 others)
			That's one problem with believing
			in a supernatural being... trying
			to determine what he wants.

	A PEAL of THUNDER.

         STAR TREK: "Who Watches... " REV. 8/21/89 - ACT FIVE       51A.

94   CONTINUED:

					LIKO
			We must do something.

					OJI
			But what if we do the wrong thing?

95   NEW ANGLE

	Liko, agonized, picks up the crossbow and moves toward
	Troi.

         STAR TREK: "Who Watches... " REV. 8/10/89 - ACT FIVE        52.

95   CONTINUED:

	As the Mintakans part, clearing the way, Liko makes an
	invocation:

					LIKO
			Picard. We need your guidance.
			Is it your wish that this woman
			should die?
				(a beat)
			Answer us! Speak!

					PICARD (O.S.)
			Liko!

	Everyone turns to see --

96   ANGLE ON PICARD

	ENTERING, accompanied by Nuria. Note: This is no grand
	entrance of a god. Quite the opposite -- they simply
	walk in the entrance.

97   WIDER

	Liko sighs with relief.

					LIKO
			The Picard! The Overseer has
			come!

	Picard steps up.

					PICARD
			No, Liko -- I am not the Overseer.
			I am a man... a traveller from
			a faraway land. Nothing more.

	Strange talk from a god. Liko's confused.

					LIKO
			But you restored my life! I am
			your servant.

					PICARD
			You are no one's servant. I
			deserve neither your obedience
			nor your worship.

         STAR TREK: "Who Watches... " REV. 8/11/89 - ACT FIVE        53.

97   CONTINUED:

					LIKO
			Why are you trying to deceive me?

					NURIA
			Picard speaks the truth. I've
			visited his people... I've seen
			how they live... how they die.
			When death takes their loved ones,
			they are as helpless as we are.

					LIKO
			Then how was I brought back to
			life?

					NURIA
			You were not dead. Picard's
			people have knowledge we lack --
			they can heal wounds that we
			cannot.

	Liko whirls upon Picard.

					LIKO
			You can bring people back from
			the dead. Show them, Picard.
			You can bring my wife back to me.

					PICARD
			I can't.

					LIKO
			Why? Why won't you do this for
			me? Have I failed you somehow?
			Are you angry with me?

					PICARD
			I am not angry.

					LIKO
			Then I beg you -- bring her back
			to life!

	Picard answers with silence.

					LIKO (cont'd)
			I will give you my life in
			exchange! Please -- take back
			what you've given me -- and give
			it to her! Let her live!

         STAR TREK: "Who Watches... " REV. 8/10/89 - ACT FIVE        54.

97   CONTINUED: (2)

					PICARD
			It is beyond my power.

					LIKO
			Nothing is beyond your power!
			You are the Overseer -- I'll
			prove it!

	Liko raises the crossbow, aims it at Picard. Nuria,
	shocked, starts toward Liko --

					NURIA
			Liko!

98   ON PICARD

	as he blocks Nuria with his arm.

					PICARD
			Go ahead, Liko. If I am
			all-powerful, you can't hurt me.
				(a beat)
			If, however, I am telling the
			truth and I am mortal... you will
			kill me.

	Picard lets that sink in.

					PICARD (cont'd)
			But if the only proof you will
			believe is my life -- then shoot.

	Liko doesn't respond, keeps the crossbow aimed at
	Picard's heart.

					NURIA
			Don't do it, Liko!

	Picard remains unflinching.

99   CLOSE ON LIKO

	A jumble of emotions -- anger, frustration, fear, and
	doubt swirl in Liko's mind.

					OJI
			Father -- no!

	Oji grabs Liko's arm to stop him. The crossbow fires.

         STAR TREK: "Who Watches... " REV. 8/16/89 - ACT FIVE        55.

100  ON PICARD

	as the bolt strikes him in the shoulder -- hurling him
	to the ground.

101  WIDER

	as Nuria rushes to Picard's side. Picard writhes in
	pain. Nuria touches his wound and holds up her bloody
	hand for all to see.

	Liko drops his crossbow and steps up to Picard. Liko's
	shock gives way to grief as he stares at the wounded
	man lying in agony.

102  NEW ANGLE

	The Mintakans approach Picard with curiosity. The fear
	and reverence are gone.

102A EXT. SPACE - THE ENTERPRISE (OPTICAL)

	Orbiting Mintaka Three.

					PICARD (V.O.)
			Captain's log, supplemental.
			Before we dismantle the
			observation post and depart, I
			must make one last visit to
			Mintaka Three.

103  EXT. MINTAKA THREE - DUCK BLIND - DAY (OPTICAL)

	Picard, wearing a sling on his arm, stands before the
	rockface. (His wounded shoulder has been healed in
	Sickbay.)

	Above and behind Picard is the (camouflaged) rockface.
	Gathered are Nuria, Liko, Oji, Hali, Fento, and several
	other Mintakans. One of the children hands Picard
	some woven cloth. Picard nods his appreciation, then
	taps his communicator.

					PICARD
			Now, Mister La Forge.

	The rockface camouflage DISAPPEARS, REVEALING the duck
	blind. The natives are surprised -- but not
	overwhelmed.

         STAR TREK: "Who Watches... " REV. 8/10/89 - ACT FIVE        56.

103  CONTINUED:

					NURIA
			What is it?

					PICARD
			A place where we could watch your
			people.

					FENTO
			Why?

					PICARD
			To study you. To understand your
			ways.

					NURIA
			Why should a people so advanced
			want to learn about us?

					PICARD
			Because we were once as you are.
			To study you is to understand
			ourselves.

					FENTO
			But why did you have to hide from
			us?

					LIKO
				(realizing)
			Because their presence would
			affect us... as it affected me.

	Picard is pleased that Liko has made this leap.

					PICARD
			It is our highest law that we
			shall not interfere with other
			cultures.

					OJI
			Then revealing yourselves was an
			accident.

					PICARD
			Yes. And now we must leave.

					OJI
			Why? There's so much you could
			teach us...

         STAR TREK: "Who Watches... " REV. 8/11/89 - ACT FIVE        57.

103  CONTINUED: (2)

					PICARD
				(gently)
			But that would also be
			interfering. You must progress
			on your own.

					NURIA
			As we will. You've shown us
			that nothing is beyond our reach.

					PICARD
			Not even the stars.

					NURIA
			I wish you good journeys, Picard.
			Remember my people.

					PICARD
			Always.

104  EXT. SPACE - THE ENTERPRISE (OPTICAL)

	as she breaks orbit and leaves Mintaka Three behind.

									FADE OUT.

                        END OF ACT FIVE                         

                            THE END