STAR TREK: THE NEXT GENERATION 
                              
                          "Phantasms" 
                          #40277-258 
                              
                          Written by 
                         Brannon Braga 
                              
                          Directed by 
                        Patrick Stewart 


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 1993 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 This script is not for publication or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.

                         FINAL DRAFT

                       AUGUST 17, 1993


           STAR TREK: "Phantasms" - 08/25/93 - CAST 

                STAR TREK: THE NEXT GENERATION 
                          "Phantasms" 

                             CAST                               
                              
                PICARD                 TYLER
                RIKER                  SIGMUND FREUD
                DATA                   WORKMAN
                BEVERLY                ADMIRAL NAKAMURA
                TROI               
                WORF               
                GEORDI 
            
                Non-Speaking           Non-Speaking
                  N.D. ENGINEERS         N.D. WORKMEN
                  N.D. SUPERNUMERARIES
                  N.D. SECURITY      
                  SPOT               

           STAR TREK: "Phantasms" - 08/17/93 - SETS 

                STAR TREK: THE NEXT GENERATION 
                          "Phantasms" 
                       
                             SETS 

            INTERIORS                  EXTERIORS
          
            USS ENTERPRISE             USS ENTERPRISE
              BRIDGE
              CORRIDORS
              DATA'S QUARTERS
              ENGINEERING
              TEN FORWARD
              HOLODECK
                FREUD'S OFFICE
                GRID
              TROI'S OFFICE
              READY ROOM
              TURBOLIFT
              OBSERVATION LOUNGE
              SICKBAY

    STAR TREK: "Phantasms" - 08/17/93 - PRONUNCIATION GUIDE 

                STAR TREK: THE NEXT GENERATION 
                          "Phantasms" 
                         
                      PRONUNCIATION GUIDE 

                 KTARIAN         kuh-TAR-ee-uhn
                 TERRAN          TERR-an
                 THANATOS        THAN-uh-toes

         STAR TREK: "Phantasms" - 08/16/93 - TEASER         1.

                STAR TREK: The Next Generation                  
                          "Phantasms"                               
                            TEASER                              

	FADE IN:

1    INT. ENTERPRISE - CORRIDOR

	DATA is walking along, carrying a PADD. GEORDI catches
	up to him from behind... out of breath, excited about
	something.

					GEORDI
			Data, there you are... we need to
			install that plasma conduit right
			away. We're bringing the new warp
			core on-line in less than three
			hours.

					DATA
			I will go to deck twenty and begin
			modifications.

					GEORDI
			Great. Meet me in Engineering as
			soon as you're finished.
				(excited)
			This should be a lot of fun.

	As they head in different directions...

2    INT. ANOTHER CORRIDOR - CONTINUOUS

	Data walking along. Gradually, a RINGING SOUND is
	heard echoing somewhere in the distance. Data tilts
	his head in pain at the noise. The ringing is
	intermittent, and sounds like an old-fashioned
	telephone. A couple of rings go by. Data heads down
	the corridor to find the sound...

3    INT. ANOTHER CORRIDOR - CONTINUOUS

	As Data walks, the ringing gets louder. He sees
	something ahead of him... and stops at what he sees --

         STAR TREK: "Phantasms" - 08/16/93 - TEASER         2.

4    WIDEN TO INCLUDE

	a group of THREE WORKMEN. They are dressed in plain
	gray coveralls, holding old-fashioned PICKS and
	SHOVELS. They have removed a large section of the WALL --
	visible within is a distinctive-looking WARP PLASMA
	CONDUIT. They are hacking at the conduit with the
	tools.

	Data reacts to the sight. Who are these people?

					DATA
			Excuse me. Do you have
			authorization to work in this
			area?

	The workmen ignore him. Data eyes the wall with
	concern.

					DATA
				(continuing)
			You are dismantling a warp plasma
			conduit. I must ask you to stop.

	Again, no response. Data takes a step toward the
	workmen and opens his mouth to speak -- but
	inexplicably a HIGH-PITCHED SHRIEK comes out, piercing
	and strange. Data is startled to hear it. He closes
	his mouth.

	Suddenly, the workmen turn as one and head right for
	Data -- their expressions are cold and ominous.

					WORKMAN
			Be quiet!

	One of the workmen GRABS Data's arm and TEARS THE ARM
	FROM ITS SOCKET. Data reacts, stunned. He moves to
	defend himself but the workmen converge on him and Data
	falls to the ground. We hear the sound of RIPPING
	CLOTHES and WRENCHING METAL as they start to tear Data
	apart, limb from limb. We see an arm... a leg...
	Data's head... shocking --

5    INT. DATA'S QUARTERS - CONTINUOUS

	Data bolts awake in his bed, as if from a nightmare.
	He glances around the room in momentary confusion...
	then realizes it was a dream. OFF his startled
	expression...

                                             FADE OUT.

                         END OF TEASER                          

         STAR TREK: "Phantasms" - 08/16/93 - ACT ONE         3.

                            ACT ONE                             

	FADE IN:

          (NOTE: Episode credits fall over opening scenes.)            

6    EXT. SPACE - THE ENTERPRISE (OPTICAL)

	The ship is docked at a STARBASE.

					PICARD (V.O.)
			Captain's Log, Stardate 47225.7.
			Commander La Forge has completed
			the installation of our new warp
			core. We are preparing to test
			its capabilities.

7    INT. BRIDGE

	RIKER and various N.D.s at their stations. PICARD
	ENTERS from his Ready Room, looking very grim-faced.
	Riker takes note.

					RIKER
			Something wrong, sir?

					PICARD
			I just got a message from
			Starfleet command.

					RIKER
			Bad news?

					PICARD
			You could say that...

	Picard sits heavily.

					PICARD
				(continuing)
			I've been invited to the annual
			Starfleet Admiral's banquet.

	Riker reacts somberly, knows what he's talking about.

					RIKER
			My condolences.

					PICARD
			I've managed to avoid it for the
			last six years. I guess my luck
			just ran out...
					(MORE)

      STAR TREK: "Phantasms" - REV. 08/25/93 - ACT ONE      4.

7    CONTINUED:

					PICARD (Cont'd)
				(beat)
			I can't imagine anything more
			tedious. Fifty Admirals shaking
			hands, making dull conversation...
			uninteresting food... boring
			speeches...

					RIKER
			Can't you find an excuse not to
			go?

					PICARD
			After six years, I don't have any
			excuses left. Besides, I've been
			invited by Admiral Nakamura, the
			Sector Commander. He'd consider
			it an insult if I turned him down.

	Riker considers a moment.

					RIKER
				(with humor)
			We could cause a diplomatic
			crisis. Take the ship into the
			neutral zone and attack the
			Romulans... that should get you
			out of the banquet.

					PICARD
				(wry)
			I wouldn't count on it.

	OFF Picard's resigned expression...

8    INT. ENGINEERING

	Geordi and Data are working at the "new" warp core,
	which looks slightly different than the old one: the
	dilithium chamber drawer has a new and distinctive
	design... and it is not active. (NOTE: This is a
	redress of the existing warp core set.) A couple of
	ENGINEERING N.D.s are working in the background.

	Geordi is looking at Data in surprise. Midconversation.


      STAR TREK: "Phantasms" - REV. 08/19/93 - ACT ONE      5.

8    CONTINUED:

					DATA
			Have you ever had nightmares
			before?

					GEORDI
			Sure. Everybody does from time to
			time...

					DATA
			I have had one hundred eleven
			dreams since I first discovered
			the program nine months ago. In
			all of that time, I have never
			experienced such strange and
			disturbing imagery in a dream.
				(beat)
			I believe it was... a nightmare.

	Geordi keeps working.

					GEORDI
			Nightmares are part of dreaming,
			Data. Maybe you just discovered
			a new level to your program.

	Data considers this.

					DATA
			Perhaps. I have also noted that
			I am spending an inordinate amount
			of time thinking about nightmare
			imagery. One could almost say
			that I am... preoccupied.

					GEORDI
			Well, that's perfectly normal.
			When I have a nightmare, sometimes
			I can't shake that weird feeling
			for days...

	Suddenly, a woman's voice interrupts from off camera --

					TYLER'S VOICE
			Commander La Forge!

					GEORDI
			Speaking of nightmares...

	A fresh-faced, young woman -- ENSIGN TYLER --
	approaches Geordi. She looks like she just walked out
	of the Academy. And she's clearly infatuated with
	Geordi.

      STAR TREK: "Phantasms" - REV. 08/19/93 - ACT ONE      5A.

8    CONTINUED: (2)

					TYLER
				(excited)
			I just finished recalibrating the
			starboard EPS module.

	Geordi forces a smile, tries to be polite.

      STAR TREK: "Phantasms" - REV. 08/17/93 - ACT ONE      6.

8    CONTINUED: (2)

					GEORDI
			That's great. Thank you, Ensign.

					TYLER
			It's just like you said -- reset
			the power tap... and the module
			came right on-line. You have such
			a wonderful grasp of engineering
			principles. I'm learning so much
			just by being around you...

	She smiles at him. An awkward moment.

					GEORDI
			Well. Ah... why don't you go help
			Farrel check the deuterium
			cartridges. We're about to bring
			the warp core on-line.

					TYLER
			Anything you say.

	She gives him a big smile and walks off. Geordi's
	smile fades away. Data gives him a puzzled look.

					DATA
			Geordi, you do not seem to
			appreciate Ensign Tyler's
			enthusiasm.

					GEORDI
			Oh, she's enthusiastic all
			right... about me.

					DATA
			I do not understand.

					GEORDI
			She has a crush on me, Data.

					DATA
			And you do not share her
			affection?

					GEORDI
			Frankly, no. And it's getting a
			little awkward...

	Data considers.

      STAR TREK: "Phantasms" - REV. 08/19/93 - ACT ONE      7.

8    CONTINUED: (3)

					DATA
			I believe I understand. You are
			concerned about unintentionally
			hurting Ensign Tyler's feelings.

					GEORDI
			Yeah... something like that...

					DATA
			It would appear that you require
			a third party to intervene on your
			behalf. I would be happy to speak
			to her.

					GEORDI
				(quickly)
			No, Data... I'll take care of it
			myself. Thanks.

	A moment as they work the console. Data still looks
	preoccupied by his recent experience.

					DATA
			When I first woke up from my
			nightmare, there --

					PICARD'S COM VOICE
			Bridge to Commander La Forge.
			What's our status?

					GEORDI
				(taps communicator)
			We're ready to bring the core on-line,
			Captain. Stand by.
				(to Data)
			All right. Let's do it.

	Data and Geordi move to different consoles.

					GEORDI
			Initializing deuterium infusion
			sequence...

	Geordi hits a command and the warp core COMES TO LIFE
	with a different SOUND than we're used to hearing. The
	light pulses are much faster than we've seen. Geordi
	reacts to the sight, excited. This is an important
	moment for him.

					GEORDI
				(re: core)
			It's a beauty, isn't it? Now
			let's see how fast she can run...
					(MORE)

      STAR TREK: "Phantasms" - REV. 08/16/93 - ACT ONE      8.

8    CONTINUED: (4)

					GEORDI (Cont'd)
				(to com)
			La Forge to Bridge. Warp power at
			your discretion, Captain.

9    INT. BRIDGE

	Picard, Riker, N.D.s, as before. Picard and Riker on
	their feet.

					PICARD
			Acknowledged.
				(then)
			Ensign Russell, plot a course to
			Starbase Two-nineteen. Warp six.

	A beat. This is an exciting moment for all them.

					PICARD
				(continuing)
			Engage.

9A   INCLUDE VIEWSCREEN

	The stars are static... indicating that the ship isn't
	moving. A long beat goes by.

					PICARD
				(continuing, a little
				 louder)
			Engage...

	The Ensign works but nothing happens.

					PICARD
				(continuing, to com)
			Bridge to Engineering. Mister La
			Forge... why isn't my ship moving?

					GEORDI'S COM VOICE
			I'm on it, sir. There's a warp
			plasma conduit out of alignment,
			but I think I've fixed it...
				(beat)
			Ready, sir.

					PICARD
			Very well. Ensign Russell?

	The Ensign works. Suddenly, there is the SOUND of
	POWER DROPPING and ALL OF THE LIGHTS ON THE BRIDGE GO
	OUT.

      STAR TREK: "Phantasms" - REV. 08/25/93 - ACT ONE      9.

10   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	hanging in space. ALL OF THE LIGHTS ON THE SHIP GO
	OUT.

11   INT. ENGINEERING

	Dark, except for EMERGENCY LIGHTING. Geordi, Data and
	the N.D.s all quickly working.

					PICARD'S COM VOICE
			Mister La Forge?

					GEORDI
			Stand by, Captain...

					DATA
			I will take the warp engines off-line.

	Data works and the warp core SHUTS DOWN. A moment
	later, the normal LIGHTS COME UP in the room.

					GEORDI
				(to com)
			La Forge to Bridge. I'm sorry,
			Captain. We're going to have to
			reconfigure the plasma conduit.
			It's going to take a few hours at
			least, sir.

12   OMITTED

      STAR TREK: "Phantasms" - REV. 08/16/93 - ACT ONE      10.

13   INT. DATA'S QUARTERS

	A while later. Data is sitting quietly by his desk,
	intently watching his cat SPOT, who is sleeping on the
	desk top. The door chimes.

					DATA
			Enter.

	TROI ENTERS. She is wearing her regulation Starfleet
	uniform.

					TROI
			Hello, Data...

	She walks up to him, sees Spot.

					TROI
				(continuing)
			What are you doing?

					DATA
			I am watching Spot sleep. In the
			past fifteen minutes, he has had
			twelve muscles spasms, which
			indicates that he is dreaming.
				(beat)
			I have often wondered what he
			dreams about. His twitching and
			his rapid breathing would seem to
			suggest anxiety -- but Spot has
			never seen a mouse or any other
			form of rodentia. Nor has he
			encountered an insect, or been
			chased by a canine.

	Data considers. They watch Spot for a moment.

					TROI
				(continuing)
			I understand you've had some
			interesting dreams lately...
				(off his look)
			Geordi was a little worried about
			you. He just wanted me to check
			in and see how you were doing...

      STAR TREK: "Phantasms" - REV. 08/17/93 - ACT ONE      11.

13   CONTINUED:

					DATA
			That was very thoughtful of him.
				(beat)
			I have been debating whether or
			not to initiate another dream
			sequence.

					TROI
			Because of the nightmares... ?

					DATA
				(nods)
			I have found them to be quite...
			unsettling.

	Troi takes a seat next to him, speaks gently.

					TROI
			Data, you shouldn't be afraid to
			experience dark imagery in your
			dreams. It's a natural expression
			of your unconscious...
				(catches herself)
			... if you have an unconscious.
			I'm not really sure how your
			positronic brain works... but if
			it's anything like our brains,
			then there's part of you that's
			trying to express itself through
			your dream state. And I think you
			should allow yourself to
			experience it.
				(beat)
			As Sigmund Freud would have
			said... "Dreams are the royal
			road to the knowledge of the
			mind."

	Data is intrigued by her words.

					DATA
			Thank you, Counselor. I believe
			I will initialize the dream
			program now.

					TROI
				(smiles)
			Let me know how it goes. Good
			night, Data.

					DATA
			Good night, Counselor.

	Troi EXITS. Data gives Spot a gentle pat.

        STAR TREK: "Phantasms" - 08/16/93 - ACT ONE        12.

13   CONTINUED: (2)

					DATA
				(continuing)
			Good night, Spot.

	Data stands and crosses to his bed. He takes a little
	woolen NIGHT CAP off of a nearby table and places it on
	his head.

					DATA
				(continuing)
			Computer -- dim lights.

	The LIGHTS DIM. Data sits on the bed and fluffs his
	pillow. He then very consciously stretches out his
	arms and "yawns". He lies down on the bed...

14   CLOSE ON DATA'S FACE

	as he shuts his eyes. A long moment goes by as we PUSH
	IN on his face... then...

15   PULL BACK TO REVEAL:

16   INT. TEN FORWARD

	CLOSE ON DATA as he opens his eyes. He is now sitting
	at a table in the room. There is an eerie and surreal
	quality to the scene. WE ARE EXPERIENCING DATA'S
	DREAM.

17   INCLUDE WORF

	sitting opposite Data at the table. He is eyeing a
	piece of CAKE that has a distinctive blue color similar
	to that of a Starfleet science uniform. Sitting atop
	the cake is a communicator pin, which Worf plucks off
	and sets aside. He takes a bite of the cake.

					WORF
			Mmm. It is delicious.

					DATA
			What kind of cake are you eating?

					WORF
				(matter of fact)
			It is cellular peptide cake...
			with mint frosting. Would you
			like a bite?

        STAR TREK: "Phantasms" - 08/16/93 - ACT ONE        13.

17   CONTINUED:

					DATA
			No, thank you.

	Suddenly, the distinctive RINGING SOUND is heard
	echoing somewhere in the room (as heard in the Teaser).
	Data reacts in pain and touches his head.

					DATA
				(continuing)
			Excuse me, Mister Worf.

	Data stands and looks around the room, tries to locate
	the source of the ringing sound (NOTE: the ringing
	continues faintly throughout the scene). He starts
	walking... sees something ahead of him... slows down
	at the sight...

18   INCLUDE RIKER AND BEVERLY

	sitting at the bar. BEVERLY is sipping from an opaque
	STRAW that is sticking out of Riker's temple. She
	seems to be enjoying the "drink". Tiny slurping noises
	can be heard.

					RIKER
				(re: ringing)
			Aren't you going to answer that,
			Mister Data?

					DATA
			Sir?

					RIKER
			That damn ringing. Answer it,
			will you?

					DATA
			Yes sir.

	FOLLOW Data as he walks across the room, trying to find
	the ringing sound. It gets louder... he seems to be
	getting closer...

19   THE THREE WORKMEN

	(as seen in the Teaser) are huddled around a table,
	engaged in some unseen activity. Data approaches them.

					DATA
				(to workmen)
			Please identify yourselves.

        STAR TREK: "Phantasms" - 08/16/93 - ACT ONE        14.

19   CONTINUED:

	The workmen ignore him.

					DATA
				(continuing)
			I must know what you are trying to --

	Data's voice gives way to the high-pitched SHRIEK heard
	earlier. Immediately, a workman turns and flashes him
	a threatening look.

					WORKMAN
			Be quiet!

	Data shuts his mouth. Another workman turns and hands
	Data a large KNIFE -- an over-sized, exaggerated
	version of a knife, dream-like. Data takes the knife,
	unsure what to do with it.

	The workmen all step away from the table, parting to
	reveal --

20   TROI

	lying on her back on the table top. She is staring up
	at Data with a frightened expression on her face. Her
	legs are gone and HER TORSO IS A GIANT CAKE -- made to
	look exactly like her real torso, blue uniform and all.
	A piece has already been cut out of her chest where the
	communication pin usually is.

	Data reacts to the sight.

					DATA
			Counselor...

	A workman gestures at Troi's right shoulder, as if to
	say "take a piece." Data eyes his knife.

					TROI
				(scared)
			Data, please... don't hurt me..

	The workman shoves Data toward the table, insistent.
	Data lifts the knife, drawn by the image of Troi...

					DATA
			I am sorry, Counselor.

	Data jabs the knife into the cake at Troi's shoulder.

					TROI
			No...

        STAR TREK: "Phantasms" - 08/16/93 - ACT ONE        15.

20   CONTINUED:

	Data takes a moment, then begins to slice a piece out
	of Troi with the knife.

					TROI
			Data, no! DATA!

	Suddenly the scene changes --

21   INT. DATA'S QUARTERS - CONTINUOUS

	Data wakes up in his bed.

					TROI
			Data!

	Data sits up to see that Troi, Geordi and Worf are all
	standing around him, staring at him with concern.

					DATA
			What is wrong?

					TROI
			We've been trying to wake you up
			for the past five minutes.

					GEORDI
			When you didn't show up in
			Engineering on time, I got
			worried... I called security...

	Data thinks a moment, reacts.

					DATA
			My internal chronometer was
			supposed to wake me thirty-five
			minutes ago.

					WORF
			You must have... overslept.

					DATA
			That is not possible...
				(beat)
			Something is wrong.

	OFF Data's face...

                                             FADE OUT.

                        END OF ACT ONE                          

        STAR TREK: "Phantasms" - 08/16/93 - ACT TWO        16.

                            ACT TWO                             

	FADE IN:

22   INT. ENGINEERING

	A while later. Geordi and Data working.

					GEORDI
			I can't find anything wrong with
			your internal time-base... and as
			far as I can tell, your primary
			systems check out fine.

					DATA
			My chronometer is functioning
			normally, as well.
				(beat)
			I will compare my autonomic logs
			to the ship's chronometer.
			Perhaps we overlooked something.

	Data moves to a console and starts working. Geordi
	considers him for a moment.

					GEORDI
			You know, Data... there's a lot we
			don't know about your dream
			program. Maybe it was designed to
			cause some side-effects...
				(beat)
			For all we know, Doctor Soong
			intended for you to oversleep now
			and then... as part of the human
			experience.

	Data is intrigued by the idea.

					DATA
			It is a possibility. However, I
			would prefer to make certain there
			are no anomalies in my neural net.

	Geordi nods. They work for a moment.

					GEORDI
			I'm curious... what were you
			dreaming about when we woke you
			up?

	Data thinks, recalling the dream... and he seems
	distracted for a moment. It's clear that he doesn't
	want to talk about it.

      STAR TREK: "Phantasms" - REV. 08/16/93 - ACT TWO      17.

22   CONTINUED:

					DATA
			I have not fully assimilated its
			impact. I would prefer to study
			the images further before
			discussing them.

					GEORDI
			Sure... I understand.
				(beat)
			Sounds like it must've been pretty
			strange...

					DATA
			"Strange" is not a sufficient
			adjective to describe the
			experience.

	OFF Data's thoughtful expression...

23   INT. HOLODECK/SIGMUND FREUD'S OFFICE

	Early 1900's -- distinctly Viennese. SIGMUND FREUD is
	sitting in a leather chair, holding a note pad. This
	is Freud in his prime, with his trademark beard and
	glasses. He speaks in a heavy German accent.

					FREUD
			Tell me more about this... "cake."

24   MOVE TO REVEAL (OPTICAL)

	Data lying on an analyst's couch, staring up at the
	ceiling.

					DATA
			It is difficult to explain.
			Counselor Troi's body was -- a
			cake.

	Freud raises a bushy eyebrow, intrigued.

					FREUD
			Her upper-body...
				(scribbles a note)
			Describe the knife you used to...
			"cut" the Counselor.

					DATA
			It had a black handle and a
			serrated blade. And it was quite
			long.

        STAR TREK: "Phantasms" - 08/16/93 - ACT TWO        18.

24   CONTINUED:

	Freud reacts.

					FREUD
			How long?

					DATA
			Approximately twenty-five
			centimeters in length.

	Freud nods and grunts, as if this has great meaning.

					FREUD
			What happened next?

	Data remembers.

					DATA
			One of the workmen pointed to her
			right shoulder. At that moment,
			I felt an overwhelming urge to cut
			a piece out of the cake.

					FREUD
			And did you... ?

	Data's face darkens slightly -- he's troubled by the
	memory.

					DATA
			Yes. As I began to slice the
			cake, she reacted as though I was
			causing her pain. And yet, I
			could not stop cutting.
				(beat)
			It was then that I woke up.

					FREUD
			Mmm...

	Freud jots down another note.

					DATA
			I am curious, Doctor Freud... what
			do my nightmares mean?

	Freud takes a moment, then he sets down his note pad
	and stands... moves to a nearby cigar box and takes
	out a VERY LARGE CIGAR. He toys with it throughout the
	scene.

					FREUD
			I believe you are experiencing a
			classic dismemberment dream.
					(MORE)

      STAR TREK: "Phantasms" - REV. 08/17/93 - ACT TWO      19.

24   CONTINUED: (2)

					FREUD (Cont'd)
			Or in your case... being a
			mechanical man... a dismantlement
			dream.

					DATA
			I do not understand.

	As Freud explains, he moves about the room, quickly
	rattling off his theories with great enthusiasm.

					FREUD
			Your mechanistic qualities are
			trying to reassert themselves over
			your human tendencies. Ego and id
			are struggling for domination.
			The "workmen" symbolize the ever-present
			id constantly working to
			destroy the ego.
				(beat)
			The image of Counselor Troi, a
			female, is devoured by you...
			clearly indicating an unconscious
			desire to possess your own mother.

					DATA
			But I do not have a mother.

					FREUD
				(quickly)
			Do not interrupt. The knife and
			its violent connotation suggests
			a certain feeling of sexual
			inadequacy...

					DATA
			I have no sexual desires.

					FREUD
				(reacts)
			Ach! Repression on top of
			everything. It is all becoming
			clear to me now...
				(thinks)
			There might be a paper in this...
			I could call it "Mister D: An
			Analysis of Android Dementia."

	Data stands up from the couch -- he's had enough.

					DATA
			I do not believe I am being helped
			by this session.

      STAR TREK: "Phantasms" - REV. 08/25/93 - ACT TWO      20.

24   CONTINUED: (3)

	Freud turns to Data, raising his voice.

					FREUD
			Classic transference! Your anger
			toward me is, in fact, the
			animosity you feel toward your
			father.
				(beat)
			You are a polymorphously-perverse
			individual, Mister Data, and I
			recommend full psychoanalysis.

	He glances at his note pad.

					FREUD
				(continuing)
			I believe I can fit you in... next
			Tuesday.

					DATA
			That will not be necessary.
				(to computer)
			Computer -- end program.

	Freud's office VANISHES and the Holodeck GRID APPEARS.
	As Data takes a moment, relieved, then heads for the
	door...

25   INT. BRIDGE

	Picard, Riker, Worf, N.D.s. Picard is on his feet,
	pacing, impatient.

					WORF
				(off console)
			Captain. Incoming message from
			Admiral Nakamura.

	Picard and Riker exchange a look -- they've been
	expecting this. Picard takes a breath, then...

					PICARD
			On screen.

26   INCLUDE VIEWSCREEN (OPTICAL)

	The image of ADMIRAL NAKAMURA comes up -- a stern-looking
	man in his late fifties. Picard smiles
	politely.

					PICARD
			Admiral.

      STAR TREK: "Phantasms" - REV. 08/25/93 - ACT TWO      21.

26   CONTINUED:

					NAKAMURA
			Captain, we were expecting you
			this morning. Is there a problem?

	Picard tries to make light of it.

					PICARD
			Actually, we've been experiencing
			a few minor difficulties with our
			new warp core. But my Chief
			Engineer assures me that we'll be
			under way within the hour.

	Nakamura nods, a little irritated.

					NAKAMURA
			I was hoping we'd have a chance to
			discuss your new mission orders
			before the banquet... but I guess
			it'll have to wait.

					PICARD
			My apologies, Admiral.

	Nakamura eyes him.

					NAKAMURA
			You're not trying to... avoid this
			particular engagement, are you,
			Captain?

					PICARD
			Oh, no... certainly not, sir. I'm
			looking forward to it.

					NAKAMURA
			Good. I'll expect you soon.
			Nakamura out.

	The Viewscreen goes back to a starfield.

					RIKER
				(lightly)
			I think he's on to you, sir.

	Picard shoots him a look. Then --

					GEORDI'S COM VOICE
			La Forge to Bridge.

					PICARD
				(to com)
			Go ahead, Geordi.

      STAR TREK: "Phantasms" - REV. 08/16/93 - ACT TWO      22.

27   INT. ENGINEERING

	Geordi, Data, Tyler, N.D.s at work. The warp core is
	ACTIVE -- glowing and humming.

					GEORDI
			We've just started her up, sir.
			All systems are holding steady...
				(beat)
			Ready when you are, Captain.

28   INT. BRIDGE

	Picard takes a breath, looks to the Com.

					PICARD
			Ensign Russell -- set course and
			engage.

	The Ensign works...

29   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	The Enterprise's engines FLARE brightly and there is
	the roar of the great ship going into warp -- but it
	does not move. The engines keep FLARING, brighter and
	brighter, then completely GO OUT.

30   INT. ENGINEERING

	The warp core DIES DOWN and SHUTS OFF with a loud
	RATTLE. Alarmed, Geordi rushes to a console and starts
	working.

					PICARD'S COM VOICE
			Engineering -- report!

					DATA
				(to com, off console)
			The warp field has collapsed, sir.

					GEORDI
				(off console)
			It looks like we've blown out the
			entire power converter, Captain.
			Impulse engines are down, too --
			we're not going anywhere...
				(quickly)
			But I know exactly how to fix it.
			Give me two, three hours, tops.

      STAR TREK: "Phantasms" - REV. 08/25/93 - ACT TWO      23.

30   CONTINUED:

	The warp core starts to make an awful RATTLING NOISE.
	Geordi reacts, appalled.

					GEORDI
				(continuing)
			Now what?

	As he moves to the core...

31   INT. BRIDGE

	As before. Picard is frustrated.

					RIKER
			Talk about going nowhere fast.

					PICARD
			Mister Worf, open a channel to
			Starbase Two-nineteen. Advise
			Admiral Nakamura... I'll be later
			than I thought.

	OFF Picard's face...

32   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	hanging motionless in space.

33   INT. ENGINEERING

	A while later. Geordi is working on one of the WARP
	PLASMA CONDUITS. (NOTE: It is the same kind of conduit
	the workmen were working on in the Teaser). Data and
	Ensign Tyler are working nearby. The core still
	RATTLES from time to time, and it's playing on Geordi's
	nerves.

					GEORDI
				(to Tyler)
			Tyler, how are you coming with
			that relay diagnostic?

					TYLER
			Almost done, sir...

	Tyler works her conduit a moment, then quickly moves to
	Geordi.

      STAR TREK: "Phantasms" - REV. 08/17/93 - ACT TWO      24.

33   CONTINUED:

					TYLER
				(continuing)
			If you'll excuse me, I need this
			plasma inverter...

	She bends down and reaches her arms around Geordi as if
	the physical closeness were nothing, and grabs a (TECH)
	TOOL off the conduit. Geordi is uncomfortable with the
	closeness. She smiles at him, then moves off. Data
	gives Geordi a bemused look.

					DATA
			Ensign Tyler still appears to have
			a "crush" on you, Geordi. It is
			clear that you did not speak with
			her.

					GEORDI
				(annoyed)
			I haven't had a chance, Data...
				(beat)
			Here. Give me a hand with this
			coil brace.

	Geordi and Data reach into the conduit and pull out a
	long, thin piece of BRACING MATERIAL. The brace is
	about a foot in length, with a few sharp protruding
	edges -- like a ruler with a serrated edge.

					GEORDI
				(re: bracing)
			Could you perform a metallurgical
			scan on the brace... see if there
			are any microfractures? Be
			careful, it's kind of sharp.

	Data nods and turns with the brace -- and stops,
	staring down at the brace...

34   CLOSE ON BRACE

	Data's hand is wrapped around it in exactly the same
	way that he was holding the over-sized knife in his
	dream. In fact, the metal and shape of the brace is
	very suggestive of the knife.

35   DATA

	stares at the image, disturbed by the memories it
	conjures. Geordi glances at him.

        STAR TREK: "Phantasms" - 08/16/93 - ACT TWO        25.

35   CONTINUED:

					GEORDI
			Is there a problem, Data?

	Data looks up.

					DATA
			I am reminded of a recent dream.
			This brace is reminiscent of...

	Suddenly, Data sees something on the back of Geordi's
	neck --

36   CLOSE ON GEORDI (OPTICAL)

	Clearly visible on the back of Geordi's neck is a large
	ANIMAL MOUTH -- teeth bared and HISSING.

37   DATA

	steps back in shock. Suddenly, the RINGING SOUND is
	heard from somewhere in the room. Data turns at the
	noise --

38   NEW ANGLE

	As Data turns -- everyone in the room is gone. Data is
	alone, and the room is completely silent, except for
	the ringing. Data looks around in confusion.

					RIKER'S VOICE
			Aren't you going to answer that,
			Commander?

39   RIKER

	walks up to Data. The straw is sticking out of his
	temple (as seen in Act one). He points to Data's
	stomach in irritation.

					RIKER
			What are you waiting for? Answer
			it!

	Data glances down at his stomach... then he slowly
	reaches down and OPENS a small PANEL on his abdomen.

      STAR TREK: "Phantasms" - REV. 08/16/93 - ACT TWO      26.

40   CLOSE ON DATA'S ABDOMEN (OPTICAL)

	Visible inside his stomach is an old-fashioned
	TELEPHONE RECEIVER -- and it's ringing. Data pulls out
	the receiver... puts it up to his ear to "answer the
	phone".

					DATA
				(into phone)
			Hello?

	FREUD'S VOICE is heard on the other end --

					FREUD'S VOICE
			Kill them. You must kill them
			all... before it's too late.

	Data reacts to the words. Suddenly, a HAND grabs Data
	from behind --

					GEORDI'S VOICE
			Data.

	Data turns --

41   NEW ANGLE

	As Data turns -- Geordi and Ensign Tyler are standing
	nearby, staring at him in concern. Geordi has just
	taken Data by the arm. Everything is back to normal.

					GEORDI
			Data, what's wrong?

	Data is shocked, confused.

					DATA
			I do not know.

	OFF his concern...

                                             FADE OUT.

                        END OF ACT TWO                          

       STAR TREK: "Phantasms" - 08/16/93 - ACT THREE       27.

                           ACT THREE                            

	FADE IN:

42   INT. TROI'S OFFICE

	Data is holding the coil brace seen earlier, and he's
	contemplating it with a serious look. He's on his
	feet, pacing the room, determined to understand his
	recent experiences.

					DATA
			Everything seems to remind me of
			the nightmare -- objects, sounds,
			smells. And now I have seen
			elements from the dream while
			still in a waking state.
				(beat)
			I cannot explain it.

	Troi tries to comfort him.

					TROI
			Data... if you were one of my
			human patients, I might be
			concerned right now. I'd say you
			had a waking dream... or a
			hallucination...
				(beat)
			But you're not human. It seems to
			me that we might be looking at
			some sort of technological
			problem...

					DATA
			I have run three complete self-diagnostics.
			All of my systems
			are functioning normally.

	Troi considers this. Data paces a moment... looking
	for explanation...

					DATA
				(continuing)
			I have studied over one hundred
			thirty-eight different theories of
			dream analysis in an effort to
			explain my nightmares.

					TROI
			What have you found?

     STAR TREK: "Phantasms" - REV. 08/16/93 - ACT THREE     28.

42   CONTINUED:

					DATA
			I have been unable to find a
			single interpretation of my
			nightmares. For instance, Neo-Platonic
			hermetic texts from the
			Ancient Near East would suggest
			that my experience indicates a
			prophetic function -- that I have
			perceived an impending disaster.
				(beat)
			Professor Syrus of Tilonus Four
			would consider my dreams nothing
			more than epi-phenomena in my
			neural net. Random discharges
			with no meaning whatsoever.
				(beat)
			Doctor Freud of early Twentieth
			century Earth suggested that my
			dreams represent a latent psychosexual
			complex.

	Data stares down at the (TECH) brace.

					DATA
				(continuing)
			Perhaps Freud was correct... and
			the knife I dreamed of is the
			embodiment of my unconscious
			desire to inflict violence.

	Troi reacts to this.

					TROI
			Data... even Freud said "sometimes
			a cigar is just a cigar."
				(beat)
			A lot of the theories you've
			examined are interesting... but
			they're also flawed and obsolete.

	Troi stands and moves to him.

					TROI
				(continuing)
			That knife could just as well be
			an archetypal symbol of rational
			clarity -- it's sharp... it cuts
			through things that are dull...

	Data looks at her, starting to hear the sense in her
	words.

     STAR TREK: "Phantasms" - REV. 08/16/93 - ACT THREE     29.

42   CONTINUED: (2)

					TROI
				(continuing)
			The bottom line is... I think you
			may be developing an almost...
			obsessive interest in your own
			inner-workings.
				(beat)
			I'd almost call it the beginnings
			of a... neurosis.

	Data reacts.

					DATA
			That is not possible.

					TROI
			Why not? You've eliminated all
			the technical explanations. And
			it makes sense that as your neural
			net becomes more complex... more
			human... you might experience the
			same kind of psychological
			complexities as a human.

	Data is excited by the possibility.

					DATA
				(hopeful)
			Do you really think it is
			possible?

	Troi smiles.

					TROI
			You may be the first person who's
			come into my office who's actually
			been excited by the prospect of a
			new neurosis.
				(beat)
			But yes... I do think it's
			possible. In fact, I'd like to
			start counseling you on a regular
			basis.

					DATA
				(pleased)
			Daily?

     STAR TREK: "Phantasms" - REV. 08/25/93 - ACT THREE     30.

42   CONTINUED: (3)

					TROI
			No... we'll start weekly. And as
			a first step, I want you to shut
			down your dream program until our
			next session... just to be safe.
			Give yourself a chance to reflect
			on this experience.

	Data nods.

					DATA
			Thank you, Counselor. I look
			forward to our next meeting.

	Troi smiles gently. Data heads for the door...

					TROI
			And Data...
				(lightly)
			Next time... see me before you see
			Sigmund.

	Data nods and EXITS. OFF Troi's expression...

43   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	as before, hanging in space.

44   INT. READY ROOM (OPTICAL)

	Picard sitting at his desk, talking to Admiral Nakamura
	on the desktop MONITOR. Picard is frustrated, and a
	little embarrassed.

					PICARD
			Admiral, I can explain...

					NAKAMURA
			Let me guess. Your new warp core
			is... "malfunctioning" again?

	Picard nods, awkward.

					PICARD
			Unfortunately, the problem has
			affected our impulse systems now.
			At the moment, we are... adrift.

     STAR TREK: "Phantasms" - REV. 08/25/93 - ACT THREE     31.

44   CONTINUED:

					NAKAMURA
				(a jab)
			Are you expecting to have the
			problem fixed soon... or shall we
			send out a tow ship to bring you
			in?

	Picard bristles at the remark.

					PICARD
			That won't be necessary. I have
			full confidence in my Engineering
			staff. I will be at the banquet
			on time.

	Nakamura nods.

					NAKAMURA
			Incidentally, Captain... the
			banquet really won't be as bad as
			you might expect.
				(beat)
			The key note speaker is going to
			address Bajoran aqueduct
			management. And I hear they're
			serving Ktarian spice cake for
			dessert this year.

	Picard forces a smile.

					PICARD
			Yes, I know... it sounds...
			delightful.

					NAKAMURA
				(with emphasis)
			It is not to be missed.
			Understood?

					PICARD
			Yes, sir. Picard out.

	Picard taps the terminal and the transmission ENDS.
	OFF his expression...

45   INT. ENGINEERING

	Geordi is at an OPEN PANEL, working on the same kind of
	plasma conduit seen earlier. Data and Ensign Tyler are
	working nearby.

	Picard is there, too, standing next to Geordi -- he's
	restless, eager to get under way.

       STAR TREK: "Phantasms" - 08/16/93 - ACT THREE       31.

44   CONTINUED:

					CHAPMAN
				(a jab)
			Are you expecting to have the
			problem fixed soon... or shall we
			send out a tow ship to bring you
			in?

	Picard bristles at the remark.

					PICARD
			That won't be necessary. I have
			full confidence in my Engineering
			staff. I will be at the banquet
			on time.

	Chapman nods.

					CHAPMAN
			Incidentally, Captain... the
			banquet really won't be as bad as
			you might expect.
				(beat)
			The key note speaker is going to
			address Bajoran aqueduct
			management. And I hear they're
			serving Ktarian spice cake for
			dessert this year.

	Picard forces a smile.

					PICARD
			Yes, I know... it sounds...
			delightful.

					CHAPMAN
				(with emphasis)
			It is not to be missed.
			Understood?

					PICARD
			Yes, sir. Picard out.

	Picard taps the terminal and the transmission ENDS.
	OFF his expression...

45   INT. ENGINEERING

	Geordi is at an OPEN PANEL, working on the same kind of
	plasma conduit seen earlier. Data and Ensign Tyler are
	working nearby.

	Picard is there, too, standing next to Geordi -- he's
	restless, eager to get under way.

     STAR TREK: "Phantasms" - REV. 08/17/93 - ACT THREE     32.

45   CONTINUED:

					PICARD
			Have you tried reconfiguring the
			plasma conduit?

					GEORDI
			Yes, sir... we did that two hours
			ago.

	Picard nods. He watches Geordi for a moment.

					PICARD
			What about the relays? Have you
			made absolutely sure they don't
			need a new phase invertor?

					DATA
			I am currently running a level
			three diagnostic on the relays,
			sir. We will have the results of
			the analysis in approximately ten
			minutes.

					PICARD
			I see...

	Picard stands. Data crosses the room to work at
	another console...

46   ANGLE ON DATA

	as he starts to work. He stops a moment, thoughtful...
	then turns to look at something...

47   THE COIL BRACE

	seen earlier is lying nearby. An N.D. is scanning it
	with a diagnostic instrument.

48   DATA

	considers the image... his face neutral...

49   RESUME PICARD, GEORDI AND TYLER

	Picard eyes a panel of isolinear chips, moves to it.

					PICARD
			Perhaps I can help you reconfigure
			these isolinear chips...

     STAR TREK: "Phantasms" - REV. 08/17/93 - ACT THREE     33.

49   CONTINUED:

					GEORDI
			No, sir, please don't touch that --

	Geordi quickly stops Picard... then speaks carefully,
	trying to give Picard the hint.

					GEORDI
			Sir... Commander Data and I have
			the situation under control. If
			you'd just let the two of us take
			care of it... we can get the work
			done a lot faster...

	Picard nods, calming a little.

					PICARD
			You're right...
				(beat)
			If you don't mind, I'll just wait
			here and observe your progress.

	Geordi reacts -- this isn't what he wanted to hear.

					GEORDI
			Actually, Captain...

	Ensign Tyler quickly jumps in.

					TYLER
				(to Picard)
			Captain. We could use an extra
			hand moving the containment
			pods...

	Picard brightens, eager to help.

					PICARD
			Not at all. I'd be happy to...

	Picard moves off with Tyler, who turns and flashes
	Geordi a triumphant smile. Geordi smiles in return,
	genuinely grateful. Picard and Tyler EXIT. Geordi
	breathes a sigh of relief... returns to his work...

					GEORDI
				(quiet, to himself)
			Good work, Ensign. I thought he'd
			never leave...
				(beat)
			Data, would you help me lock down
			this plasma conduit... ?

       STAR TREK: "Phantasms" - 08/16/93 - ACT THREE       34.

49   CONTINUED: (2)

	A beat goes by.

					GEORDI
			Data?

	No response. Geordi slides out from under the console,
	looks around.

50   INCLUDE THE ROOM

	Data is nowhere to be seen -- he's gone.

					GEORDI
			Data... ?

	OFF Geordi's puzzled reaction...

51   OMITTED

52   INT. CORRIDOR - CONTINUOUS

	Troi walking along. FOLLOW her as she walks along the
	hall... and turns a corner...

53   NEW ANGLE

	as Troi turns the corner -- and she stops, sensing that
	she is being watched. She turns to look behind her...

54   OMITTED

       STAR TREK: "Phantasms" - 08/16/93 - ACT THREE       35.

55   TROI'S POV

	of the corridor. The hall is empty.

56   TROI

	reacts... then she shrugs off the feeling and continues
	on her way. She stops at a Turbolift. The doors open
	and she enters...

57   INT. TURBOLIFT - CONTINUOUS

					TROI
				(to lift)
			Deck Thirty-six.

	The doors start to close... and just as they do, a HAND
	slips in and forces them back open. Data ENTERS the
	lift. Troi smiles at him as the doors slide shut.

					TROI
			Hello, Data.

	Data doesn't answer -- he just stares straight ahead.
	The lift starts MOVING. Troi eyes him.

					TROI
				(continuing)
			Data... are you all right?

	No response. Slowly, Data looks over at Troi and eyes
	her right shoulder with an intent look on his face.
	Troi sees that he is holding the coil brace in his
	hand.

					TROI
				(continuing)
			What are you doing?

	Data very calmly raises the brace.

					DATA
			I am sorry, Counselor.

	Before Troi can react, Data STABS the brace into Troi's
	shoulder (offscreen). Troi cries out and falls
	backward. Data moves toward her with the brace, face
	expressionless. Troi stares at him in disbelief.

					TROI
			NO!

       STAR TREK: "Phantasms" - 08/16/93 - ACT THREE       36.

57   CONTINUED:

	As he moves to stab her again...

                                             FADE OUT.

                       END OF ACT THREE                         

        STAR TREK: "Phantasms" - 08/16/93 - ACT FOUR        37.

                           ACT FOUR                             

	FADE IN:

58   INT. CORRIDOR

	Riker and Worf walking along, mid-conversation. Worf
	is annoyed.

					WORF
			Ever since you gave Alexander that
			music program... he has been
			playing it all night... every
			night.

					RIKER
			I was just trying to broaden his
			horizons. Besides, he likes it.

	They walk up to a Turbolift. Riker taps a control by
	the door and they wait.

					WORF
			It is screeching... pounding...
			dissonant. It is not music.

					RIKER
			Worf, it's better than music --
			it's jazz.

59   NEW ANGLE

	as the Turbolift doors open -- it's a shocking sight.
	Troi is slumped on the floor, unconscious, blood
	visible on her shoulder. Data is standing over her
	with the coil brace.

	Riker and Worf are stunned by the sight. Before they
	can say anything, Data turns to them. He immediately
	ATTACKS Riker, swinging the brace toward Riker's face --

					RIKER
			Data -- !

	Riker raises his arms to protect himself. Worf quickly
	grabs Data from behind and tries to subdue him. Data
	struggles a moment, then stops. A look of realization
	crosses his face as he suddenly comes to his senses.
	He drops the coil brace to the floor and stops
	resisting... glances at Worf in confusion...

     STAR TREK: "Phantasms" - REV. 08/16/93 - ACT FOUR     38.

60   RIKER

	moves to Troi.

					RIKER
				(taps his communicator)
			Medical emergency, deck seventeen,
			section three alpha!

	Riker puts his hand on her wound to staunch the flow of
	blood. OFF his concerned look...

61   INT. OBSERVATION LOUNGE

	A short time later. Worf and TWO Security Guards are
	standing on either side of Data, keeping an eye on him.
	Picard, Riker and Geordi are questioning Data, who is
	back to his normal self. The mood is tense.

					DATA
			I believe I had another waking
			dream, sir. But this time, I felt
			an uncontrollable urge to...
			eliminate the image I saw.

					PICARD
			And what you saw was some sort of
			a... "mouth" on Counselor Troi's
			shoulder...

					DATA
			Yes, sir. And for a reason I
			cannot explain, I felt the need to
			destroy it.

					RIKER
			What about me? Did you see one of
			these mouths on my head?

					DATA
			No, sir. I saw a straw coming out
			of your head.

	A beat. They don't know what to make of this.

					PICARD
			A straw?

					DATA
			As I said, these are all images
			that I originally experienced in
			my dream program. I do not have
			a rational explanation for them.

        STAR TREK: "Phantasms" - 08/16/93 - ACT FOUR        39.

61   CONTINUED:

					RIKER
			But you said you shut down your
			dream program...

					DATA
			That is correct.

	Picard turns to Geordi.

					PICARD
			Mister La Forge?

					GEORDI
			We've run every possible
			diagnostic on Data's positronic
			net... but we can't find anything
			wrong. I can run a sub-polymer
			scan... but it'll take some time
			to get the equipment together.

					PICARD
			Make it so.
				(to Data)
			In the meantime, Mister Data...
			I'm going to have to relieve you
			of duty and confine you to
			quarters.

					DATA
			A sensible precaution, sir.

	Data stands and EXITS, Worf and the Security Guards
	close behind. As Picard and the others exchange a grim
	look...

62   INT. SICKBAY

	Troi is lying on the surgical table, unconscious.
	She's dressed in a medical gown, and her right shoulder
	is exposed -- a MEDICAL DEVICE is covering the wound.
	Her eyes flicker open... she's starting to wake up,
	disoriented. Beverly moves to her. A Nurse is
	standing nearby.

					BEVERLY
				(to Troi)
			It's all right, Deanna... you're
			in Sickbay. Everything's going to
			be all right.

					TROI
			Data...

        STAR TREK: "Phantasms" - 08/16/93 - ACT FOUR        40.

62   CONTINUED:

					BEVERLY
			He's not here... try to relax.

	Beverly examines the medical device.

					BEVERLY
			The vascular pad has healed your
			wound. But you've lost a lot of
			blood... so I want you to lie
			still for a while.

	Troi nods. Beverly removes the medical device from
	Troi's shoulder... and reacts with surprise to what
	she sees. Visible on Troi's skin is a strange, mottled
	red DISCOLORATION.

					BEVERLY
				(continuing)
			That's odd... there shouldn't be
			any discoloration after the
			treatment. This looks like some
			sort of rash...

	Beverly picks up a medical tricorder and scans Troi's
	shoulder.

					TROI
			What is it?

					BEVERLY
				(off tricorder)
			I'm picking up cellular
			degradation. But I don't think
			it's related to the lacerations...
				(scans)
			And there's some kind of residual
			interphasic signature...

	Troi looks worried. Beverly thinks a moment.

					BEVERLY
				(to Nurse)
			Nurse, get me an interphasic
			scanner... I want to take a
			closer look.

	The Nurse nods and heads off. Beverly gingerly touches
	the discolored area with her finger.

					BEVERLY
			Does that hurt?

        STAR TREK: "Phantasms" - 08/16/93 - ACT FOUR        41.

62   CONTINUED: (2)

					TROI
			Not at all...

	OFF Beverly's puzzled reaction...

63   INT. DATA'S QUARTERS

	Data and Worf ENTER. The two Guards can be seen
	outside in the corridor.

					WORF
			I will have to confiscate your
			sidearm.

	Data moves to his desk reaches underneath -- pulls out
	his phaser and hands it to Worf.

					DATA
			May I ask a personal favor?

					WORF
			Yes?

	Data walks over to the couch, where Spot is lying down.
	He indicates the cat.

					DATA
			Will you take care of Spot for me?

					WORF
			Your... animal?

					DATA
				(nods)
			I am concerned that if I have
			another waking dream, I may...
			injure him.

	Worf is moved by the sentiment.

					WORF
			Of course.

	Worf eyes the cat, not quite sure how to deal with it.

					WORF
				(continuing)
			Spot. Come here.

					DATA
			Unlike a canine, Spot will not
			respond to verbal commands.

        STAR TREK: "Phantasms" - 08/16/93 - ACT FOUR        42.

63   CONTINUED:

	Data gently picks up Spot and hands him to Worf. Worf
	handles the cat awkwardly. Data reaches out and pets
	Spot on the head gently.

					DATA
				(continuing)
			Goodbye, Spot.

	Worf heads for the door.

					DATA
				(continuing)
			He will need to be fed once a day.
			He prefers feline supplement one-twenty-five.

					WORF
			I understand.

					DATA
			And he will require water. And
			you must also provide him with a
			sand box.

	Worf nods.

					DATA
				(continuing, one last
				 thing)
			And you must talk to him. Tell
			him he is a pretty cat, and a good
			cat...

					WORF
				(cutting him off)
			I will... feed him.

					DATA
			Perhaps that will be enough.

	Worf EXITS. OFF Data's face... thoughtful, and very
	troubled by what has happened...

64   INT. SICKBAY

	Beverly is standing next to Troi, who is still lying on
	the surgical table, semi-conscious. Picard and Riker
	ENTER. Beverly turns to them, urgent.

					BEVERLY
			Captain. We have a problem. Take
			a look at this...

     STAR TREK: "Phantasms" - REV. 08/17/93 - ACT FOUR     43.

64   CONTINUED:

	Beverly points to the discoloration on Troi's shoulder,
	which has gotten noticeably worse -- the red mottling
	has spread.

					BEVERLY
				(continuing, re: rash)
			Her tissue is breaking down on a
			cellular level... and it's
			spreading. At first I thought it
			was a rash from the coil brace she
			was stabbed with... but when I
			used the interphasic scanner, I
			found something else...

	Beverly picks up an INTERPHASIC SCANNER and activates
	it -- the scanner sends out a BLUE LIGHT. She shines
	it onto Troi's shoulder...

65   ANGLE ON TROI'S SHOULDER (OPTICAL)

	As the light hits Troi's skin, it ILLUMINATES a
	previously unseen CREATURE. The creature is large and
	leech-like in appearance, frightening -- and it is
	gripping Troi's skin with several thin tendrils.

66   RESUME (OPTICAL)

	As Beverly takes the light away. Reactions.

					PICARD
			What is it?

					BEVERLY
			The better question is... what are
			they?

	Beverly shines the light on her own forearm. We now
	see a SIMILAR CREATURE latched onto her arm. She takes
	the light away.

					BEVERLY
			I've only checked the medical
			staff... but I've found them on
			almost everyone so far...

        STAR TREK: "Phantasms" - 08/16/93 - ACT FOUR        44.

66   CONTINUED:

	Beverly moves to Riker, shines the blue light over his
	chest... his arms... then over his face... and
	discovers a CREATURE hugging the side of his face at
	the temple. Beverly shines the light over Picard --
	revealing a CREATURE clamped onto his neck... and
	another one gripping his chest.

	OFF their shocked reactions...

                                             FADE OUT.

                        END OF ACT FOUR                         

        STAR TREK: "Phantasms" - 08/16/93 - ACT FIVE        45.

                           ACT FIVE                             

	FADE IN:

67   INT. OBSERVATION LOUNGE

	Picard, Riker, Worf, Geordi and Beverly, middiscussion.

					BEVERLY
			The infestation rate has reached
			seventy-three percent of the crew
			so far. The cellular decay is
			accelerating in all cases. I
			haven't found a way to stop it...
			or even slow it down.

	Riker unconsciously touches the side of his face, where
	we saw the creature earlier. He knows it's there, and
	it gives him the creeps.

					RIKER
			What are we dealing with here?
			Are these creatures... feeding off
			us?

					BEVERLY
			In a way... They appear to be
			extracting our cellular peptides.
			It's roughly analogous to the way
			Terran leeches consume hemoglobin.

					PICARD
			Can we reverse the process?

					BEVERLY
			Not until the organisms are
			removed. And if they're not
			removed soon, our bodies will
			begin to lose all cellular
			cohesion... we'll collapse into
			nothing but a few pounds of
			chemicals.

	Reactions to the grim image.

					PICARD
			Can we affect the organisms in any
			way?

     STAR TREK: "Phantasms" - REV. 08/17/93 - ACT FIVE     46.

67   CONTINUED:

					GEORDI
			We've tried E-M radiation...
			subspace fields... thermal
			protons... nothing works. They
			seem to exist in an interphasic
			state, just beyond our visual and
			sensor acuity. The only way we
			can see them is to use an IP
			scanner... tricorders can't even
			pick them up.

					RIKER
			Do we know where these things came
			from?

					WORF
			I have scanned the vicinity with
			an IP scanner. There is no sign
			of any similar creatures, or any
			unusual interphasic activity.

					PICARD
			Perhaps Starbase Eighty-four...
			could we have picked them up there
			during the installation of the
			warp core?

					GEORDI
			I contacted the Starbase and had
			them use IP scanners. Nothing.

	Picard thinks for a long beat.

					PICARD
			What about Mister Data? There
			must be some connection between
			his odd behavior and these
			creatures. Is he infested, as
			well?

					BEVERLY
			No. I scanned him, but I didn't
			find anything.

					PICARD
			Data attacked Counselor Troi
			because he said he saw a...
			"mouth" on her shoulder...
				(to Beverly)
			And in that same area, you first
			discovered one of the organisms...

          STAR TREK: "Phantasms" - REV. 08/16/93 - ACT FIVE         47.

67   CONTINUED: (2)

					RIKER
				(onto idea)
			He also saw a "straw" on the side
			of my head... and Beverly found an
			organism in the same spot.

					GEORDI
				(thinks)
			Those were all images from his
			dreams... maybe he's unconsciously
			perceiving these creatures...

	Picard considers... makes the decision.

					PICARD
			I think it's time we took a closer
			look at Mister Data's dreams.

68   INT. DATA'S QUARTERS

	Picard and Geordi talking to Data, mid-scene.

					DATA
			It is an interesting hypothesis.
			If I am being affected by these
			interphasic creatures on an
			unconscious level, it may also
			explain my waking dreams, and my
			subsequent anti-social behavior.

					GEORDI
			What we want to do is link your
			neural net into the Holodeck...
			and have you activate your dream
			program, so as you're dreaming...
			we can observe the dream images.

          STAR TREK: "Phantasms" - REV. 08/16/93 - ACT FIVE         48.

68   CONTINUED:

					PICARD
			Perhaps we can learn more about
			the creatures by interpreting the
			symbols and images in your dreams.

					DATA
				(onto the idea)
			I see. The concept is similar to
			the method of Directed Dreaming.

					PICARD
			Exactly.
				(to Geordi)
			How soon can you have the link
			ready?

					GEORDI
			We'd need about an hour to
			establish all the interface
			parameters.

					PICARD
			Make it so.
				(beat)
			In the meantime, Mister Data...
			I'd say you should prepare for
			bed.

	OFF Data's face...

69   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	as before.

70   INT. HOLODECK GRID (OPTICAL)

	Picard is standing inside the ARCH on the empty
	Holodeck GRID. Data is sitting on a chair -- his head
	is OPEN and a couple of high-tech CABLES connect his
	circuitry to a panel on the arch. Geordi is making
	adjustments to Data's circuits. Two Security Guards
	stand nearby.

					GEORDI
			I think we're ready, Captain...
			the link is active, and the
			Holodeck has been calibrated to
			Data's neural net.

	Geordi completes his work and stands.

          STAR TREK: "Phantasms" - REV. 08/17/93 - ACT FIVE         49.

70   CONTINUED:

					PICARD
			Ready, Mister Data?

					DATA
			Yes, sir.

	Picard takes a breath.

					PICARD
				(to Data)
			Normally, I would wish you
			pleasant dreams... but in this
			case, bad dreams would be more
			helpful.

					DATA
			I understand.
				(thinks)
			I am initializing my dream
			program. Stand by...

	Data closes his eyes. There's a beat, then the
	Holodeck CHANGES TO --

71   INT. ENTERPRISE CORRIDOR (OPTICAL)

	Picard and Geordi look around. Data is nowhere to be
	seen.

					PICARD
			Keep your eyes peeled. Even an
			apparently insignificant image
			could be an important symbol.

					GEORDI
			Right...

	After a beat, Data comes quickly walking around a
	corner. He sees them.

					DATA
			Hello.

	He walks on by. Picard and Geordi follow him down the
	hall.

					PICARD
			Can we talk to Data directly... or
			will that wake him up?

            STAR TREK: "Phantasms" - 08/16/93 - ACT FIVE           49A.

71   CONTINUED:

					GEORDI
			He should be perceiving us as just
			another part of his dream.
			Anything we say to him will be
			taken in that context...

	Suddenly, the familiar RINGING SOUND begins. Data
	stops and reacts the sound in pain.

            STAR TREK: "Phantasms" - 08/16/93 - ACT FIVE            50.

71   CONTINUED: (2)

					PICARD
			That sounds like a telephone
			ringer...
				(looks around)
			I don't see a receiver...

	With determination, Data continues walking... and EXITS
	into Ten Forward. Picard and Geordi follow...

72   INT. TEN FORWARD - CONTINUOUS (OPTICAL)

	We see the same setting and group of people as seen in
	the dream in Act One (the workmen are not present).
	Data, Picard and Geordi ENTER. The ringing sound has
	stopped. Data looks around the room, then walks over
	to a table where the "Troi cake" is lying on the table.
	There are several pieces missing, and Troi is now
	unconscious. Worf sits nearby, eating a piece of the
	cake. Data picks up the large knife seen earlier and
	begins to cut a slice out of her right shoulder.

	Picard and Geordi react to the bizarre sight. Data
	offers Picard a piece of cake.

					DATA
			Cake?

					PICARD
			Thank you.

	Picard takes the cake. Data starts to cut another
	piece out of her shoulder. Picard stares at the image,
	realizing...

					PICARD
				(continuing)
			Look at that... her right
			shoulder... the same place he
			stabbed her...

					GEORDI
			Wait a minute... in his waking
			dream, he said there was a mouth
			on her shoulder...

					PICARD
				(thinking)
			They're both symbols of...
			consumption. Food... a mouth...
				(to Data)
			Mister Data, what kind of cake is
			this?

            STAR TREK: "Phantasms" - 08/16/93 - ACT FIVE            51.

72   CONTINUED:

					DATA
				(matter of fact)
			It is cellular peptide cake.

					WORF
				(chiming in)
			With mint frosting.

	Picard and Geordi exchange a look.

					GEORDI
			Cellular peptides... that's
			exactly what the creatures are
			extracting.

	Suddenly, the RINGING SOUND begins. Data reacts in
	pain.

					RIKER'S VOICE
			Will someone answer that damn
			ringing!

	Data drops the knife and moves over to the bar, where
	Riker and Beverly are sitting. Beverly is sipping from
	a straw sticking out from Riker's temple, as seen
	before. Picard and Geordi react to the sight.

					RIKER
				(to Picard, urgent)
			Captain -- the ringing is getting
			worse.

					PICARD
				(to Geordi)
			What could the ringing symbolize?
			Sound... a bell... an old way of
			communicating...

	Beverly holds offers the straw to Geordi.

					BEVERLY
			Want some? It's delicious.

	Beverly continues slurping the drink. The ringing
	continues. Riker points to Data's stomach, annoyed.

					RIKER
			Will somebody please get that!

          STAR TREK: "Phantasms" - REV. 08/17/93 - ACT FIVE         52.

72   CONTINUED: (2)

	Geordi moves to Data and listens at Data's midsection...
	reacts to something on Data's abdomen...
	reaches over and OPENS a PANEL on his stomach (as seen
	before). There is a telephone receiver inside. Geordi
	reacts to the sight... then picks up the receiver...

					GEORDI
				(into phone)
			Yes... ?

	Geordi listens a moment, then hands the phone to
	Picard.

					GEORDI
			It's for you.

	Picard takes the phone.

					PICARD
				(into phone)
			Picard.

	The same voice heard earlier -- it's Freud.

					FREUD'S VOICE
			Kill them.

					PICARD
			Kill who?

					FREUD'S VOICE
			Kill them... before it is too
			late.

					PICARD
			Who is this?

	In the blink of an eye, the SCENE CHANGES --

73   INT. FREUD'S OFFICE (OPTICAL)

	As seen before. Picard and Geordi are standing in the
	exact same positions, but Data is now lying on the
	analyst's couch. Data's "phone" is gone. Freud is
	holding an old-fashioned telephone to his ear. He
	hangs up the phone.

					FREUD
			I am Doctor Sigmund Freud.

          STAR TREK: "Phantasms" - REV. 08/17/93 - ACT FIVE         53.

73   CONTINUED:

					GEORDI
				(to Picard)
			How does he fit into all this?

					FREUD
			If I were to interpret my own
			appearance in this dream, I would
			say I am the symbolic
			representation of Data's
			unconscious mind trying to warn
			him about the dangers he perceives
			around him.

	Freud pops the cigar in his mouth with satisfaction.

					PICARD
			You mean, the interphasic
			organisms...

					FREUD
			Of course.

					PICARD
			Tell me, Doctor... how can we kill
			them?

	The RINGING SOUND begins. Data reacts in pain.

					FREUD
				(re: ringing)
			Answer it.

	Picard moves toward the old-fashioned phone to answer
	it. Freud stops him.

					FREUD
			Nien, nien, nien. Do not be so
			literal. When I say answer it, I
			mean respond to it... to them.

	Suddenly, the door BURSTS OPEN and the three workmen
	rush in.

					WORKMAN
				(to Freud)
			Be quiet!

	One of them pulls out an old-fashioned GERMAN LUGER and
	SHOOTS Freud, who slumps into his chair, dead. The
	workmen immediately move to a piece of FURNITURE and
	push it aside -- revealing the WARP PLASMA CONDUIT seen
	in the Teaser and in Act Two and Act Three. They start
	to work on the conduit with their picks and shovels.

          STAR TREK: "Phantasms" - REV. 08/17/93 - ACT FIVE         54.

73   CONTINUED: (2)

	The ringing sound continues, getting faster and faster
	as the scene builds.

					PICARD
				(re: workmen)
			What do they represent?

	Geordi eyes the warp conduit.

					GEORDI
			I don't know... but I recognize
			that junction they're working on.
			It's the plasma conduit we
			installed with the new warp
			core...

	Picard looks at the telephone.

					PICARD
				(re: ringing)
			"Respond"... respond to them...
			what does that mean?

	Picard picks up the telephone, but the ringing does not
	stop. He considers, desperate to figure this out.
	Geordi walks up to the workmen.

					GEORDI
				(to workmen)
			What is it you're doing?

					WORKMAN
				(a threat)
			Go away. Leave us alone.

					PICARD
				(to workmen)
			Who are you?

	One of the workman turns toward Picard.

					WORKMAN
			We are... your enemies.

	The workmen suddenly turn as a group and GRAB Picard
	and Geordi. Picard and Geordi struggle, but it's no
	use. The three workmen raise their picks, preparing to
	STAB Geordi and Picard...

	Data sits up on the couch.

          STAR TREK: "Phantasms" - REV. 08/17/93 - ACT FIVE         55.

73   CONTINUED: (3)

					DATA
				(to workmen)
			Stop. You are hurting my friends
			and I must --

	Data's voice gives way to the high-pitched SHRIEK heard
	earlier. Immediately, the workmen let go of Picard and
	Geordi and converge on Data, angry.

					WORKMAN
			Be quiet!

	Data leaps up from the couch... backs away from the
	workmen... suspense building as they raise their picks
	and shovels, getting closer...

	Picard watches the workmen... starting to realize...

					PICARD
				(quickly, to Data)
			Data, the shrieking noise you made --
			it causes them pain!

	Data glances at Picard, then opens his mouth and emits
	the high-pitched SHRIEK. The workmen stop and react in
	pain.

					WORKMAN
			Be... quiet!

	The workmen try to move toward Data, but the shriek is
	too painful. They stumble backward in response to it.
	Data takes a step toward them, mouth open, emitting the
	shriek. One workman drops his tools and slumps against
	the wall, helpless. The other two drop their tools and
	fall to their knees. A moment later, they all slump to
	the floor, unconscious.

	Data closes his mouth. The shrieking stops. A look of
	realization crosses his face.

					DATA
			I believe I understand.

	Suddenly, everything VANISHES --

          STAR TREK: "Phantasms" - REV. 08/19/93 - ACT FIVE        55A.

74   INT. HOLODECK GRID

	Picard and Geordi in the same positions. They look
	toward Data, who is still attached to the arch. Data
	opens his eyes and looks at them.

					DATA
				(urgent, to Geordi)
			Geordi, you must adjust my
			positronic subprocessor to emit an
			interphasic pulse.

	Geordi nods and quickly kneels beside Data, starts to
	make adjustments to the circuitry on his head.

					PICARD
			Data, what's going on?

					DATA
				(explains)
			The workmen in my dreams represent
			the organisms which are trying to
			demolish the ship. The incessant
			ringing of the telephone, and
			Freud's cautions at the other end,
			were warnings of the dangers
			around us.

					PICARD
			What about the shrieking noise you
			made?

          STAR TREK: "Phantasms" - REV. 08/19/93 - ACT FIVE         56.

74   CONTINUED:

					DATA
			My positronic subprocessors were
			detecting high-frequency
			interphasic signatures from the
			organisms... which were
			symbolically represented in my
			dreams by the high shriek.

					PICARD
			When you made those sounds, the
			workmen reacted in pain...

					DATA
			That is why I have asked Geordi to
			adjust my subprocessor. If I can
			produce a high-frequency
			interphasic pulse, it may have a
			similar effect on the creatures.

	Geordi completes his adjustments.

					GEORDI
			Ready...

					PICARD
				(taps communicator)
			Picard to Sickbay. Beverly, we're
			going to be sweeping the ship with
			a high-frequency IP pulse.
			Monitor the creatures for any
			response.

					BEVERLY'S COM VOICE
			Understood.

            STAR TREK: "Phantasms" - 08/16/93 - ACT FIVE           56A.

74   CONTINUED: (2)

	Picard nods to Geordi, who then hits a circuit on
	Data's head. We hear a HIGH-PITCHED WHINE (similar to
	the SHRIEK in dream). The whine gets higher and
	higher, more intense... finally going up and out of the
	range of human hearing...

            STAR TREK: "Phantasms" - 08/16/93 - ACT FIVE            57.

75   INT. SICKBAY - CONTINUOUS (OPTICAL)

	Beverly is shining the IP light on Troi's shoulder. We
	see the creature hugging her skin. After a moment, the
	creature DISINTEGRATES -- gone.

	Beverly then shines the light on her own arm -- no sign
	of any creature.

					BEVERLY
				(to com)
			It's working, Captain...

76   INT. HOLODECK GRID

	Picard reacts with relief. A silent moment as they all
	exchange a look...

77   EXT. SPACE - THE ENTERPRISE (OPTICAL)

	as before.

					PICARD (V.O.)
			Captain's Log, supplemental The
			creatures infesting the Enterprise
			have been completely eliminated.
			We believe the infestation
			originated within the warp core we
			obtained on Starbase Eighty-four.

78   INT. ENGINEERING

	Geordi is showing Picard the warp plasma conduit seen
	earlier. Ensign Tyler works nearby.

					GEORDI
				(re: conduit)
			This conduit was manufactured on
			Thanatos Seven using a new
			interphasic fusion process. We
			think that process must've
			attracted the organisms to the
			conduit... where they lay
			dormant... until we activated the
			warp core.
					(MORE)

          STAR TREK: "Phantasms" - REV. 08/17/93 - ACT FIVE         58.

78   CONTINUED:

					GEORDI (Cont'd)
				(beat)
			That's also why we couldn't get
			the warp core on-line. The
			creatures were disrupting the
			plasma flow.

	Picard nods.

					PICARD
			How long until we have warp power
			again?

					GEORDI
			We'll have to manufacture a new
			conduit. I'd say another six
			hours.

					PICARD
			The banquet is in eight hours...
				(beat)
			Take your time. Give yourself
			another twelve hours, if you need
			it.

					GEORDI
			Understood, sir.

	Picard EXITS. Geordi looks at Tyler.... considers her
	a moment, then...

					GEORDI
				(continuing)
			Ensign Tyler.

	She turns.

					TYLER
			Yes, Commander?

					GEORDI
			There's something I've been
			meaning to tell you...

					TYLER
			Sir?

	Geordi takes a beat, then smiles.

					GEORDI
			Thanks. You've been doing a great
			job. We've got to work on toning
			down your enthusiasm a little...
			but I think you're going to fit in
			just fine.

            STAR TREK: "Phantasms" - 08/16/93 - ACT FIVE            59.

78   CONTINUED: (2)

					TYLER
				(smiles)
			Thank you, sir.

	OFF the moment...

79   INT. DATA'S QUARTERS

	Data working at his desk, Spot nearby. The door
	CHIMES.

					DATA
			Enter.

	Troi ENTERS, carrying a platter with a cover on it.

					DATA
				(continuing)
			Counselor, I did not get a chance
			to apologize for my behavior...

					TROI
			Data, don't worry about it.
			Geordi explained everything. It
			wasn't your fault.
				(beat)
			But somehow I felt turnabout would
			be fair play... so I made us a
			little something to snack on...

	She sets the platter on his desk and removes the cover

80   ANGLE ON PLATTER

	revealing a small CAKE shaped and decorated exactly
	like Data. Data considers the cake.

					DATA
			I wonder... what would Freud say
			about the symbolism of devouring
			oneself?

					TROI
			Data... sometimes a cake is just
			a cake.

	As Data picks up a knife and starts to cut into the
	cake...

                                             FADE OUT.

                        END OF ACT FIVE                         

                            THE END