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The Best of Both Worlds, Part II (episode)

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"The Best of Both Worlds, Part II"
TNG, Episode 4x01
Production number: 40274-175
First aired: 24 September 1990
74th of 176 produced in TNG
74th of 176 released in TNG
  {{{nNthReleasedInSeries_Remastered}}}th of 176 released in TNG Remastered  
181st of 728 released in all
Borg cube orbits Earth
Written By
Michael Piller

Directed By
Cliff Bole
44001.4 (2367)
Arc: The Best of Both Worlds (2 of 3)
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With Captain Picard assimilated by the Borg, the enemy is able to totally vanquish a Starfleet/Klingon armada at Wolf 359, leaving Riker in command of the Enterprise and forced to go one on one with his former captain. (Season Premiere)



Hopes are dashed when the Enterprise's jury-rigged deflector dish-weapon fails to stop the Borg, who have kidnapped Captain Picard and transformed him into Locutus. Shelby is stunned. Commander Riker orders to cease fire on the weapon, and wonders how they were able to adapt so quickly. Locutus then informs the crew that Picard's knowledge was added to the Borg's, and that they were thus prepared for all courses of action that the Enterprise was preparing to take. He then notes that their resistance is hopeless, while chillingly addressing Riker as "Number One".

Act One

The Borg then set course for Earth with the Enterprise unable to follow due to damage resulting from using the deflector weapon. Admiral Hanson informs that their engagement has bought them time to assemble a fleet of forty starships at Wolf 359. The Klingons are sending ships to assist, and Hanson thought of communicating with the Romulans. Shelby informs Hanson that the Borg would be ready, but Hanson rejects her warning. He officially awards Riker a field promotion to captain. At the same time, the Borg have tapped into Picard's knowledge of Starfleet defenses and Human nature. A single tear is his only reaction to the DNA rewrites and bio-implants that are assimilating his body.

Meanwhile, Worf and newly promoted Captain Riker discuss how to deal with the Borg's ability to adapt to their hand phasers, as Ensign Crusher suggested creating a chip for the phasers that will automatically retune them with every discharge. They both agree that they too can adapt just as well as the Borg, but are left with a severe disadvantage since the Borg have Picard and now know everything they knew, even more than the crew know themselves.

Frustration mounts in engineering as Shelby cannot get the shields working again. She reports to Riker that the main deflector dish is operational now and that they're testing it now. She and La Forge agree they should be underway in two to three hours. Riker then praises her for her effort on the Borg Ship. She concedes that she didn't get Picard, but he responds that her efforts gave them their shot, and admits that while neither of them have to like each other, Shelby should continue to keep him on his toes. Shelby admits that she may not be Riker's first choice for first officer, which is now vacant; but reminds him that he needs her as she knows how to get things done, and for her knowledge of the Borg. Riker interrupts her that she has a lot to learn, just like he did when he was selected as first officer to Picard, and even admits what a pain in the neck she is. Just then, the Enterprise receives word from the Starfleet armada at Wolf 359, that they have engaged the Borg. Riker quickly heads to the bridge, as Admiral Hanson is relaying news that "the fight does not go well," and are trying to regroup. The signal is abruptly cut off, leaving Riker to wonder what happened.

Act Two

As the Enterprise completes repairs and heads for Wolf 359, Captain Riker "reluctantly" promotes Shelby to first officer, as Riker cannot afford to move the current staff and needs everyone where they are. The crew discuss several possible methods for fighting the Borg, including heavy graviton beams, nanites, and phaser upgrades, but all possibilities appear to be long shots at best. Riker's pessimism can be heard even in his encouragements that "our efforts in the coming battle will justify Captain Picard's faith in all of us."

Riker then withdraws to Captain Picard's Ready Room and in a fit of delirium asks the Captain's chair "what would you do?". Guinan, realizing that Riker's attitude is filtering down through the crew, visits him and insists that the only way to beat Locutus and save Picard is for Riker to let go of Picard and throw away everything the captain would have done. She goes on to remind him that there can only be one captain and points to the chair and tells him that it is now his. As she leaves and Riker ponders his new role as captain, the Enterprise arrives at Wolf 359. Riker takes the ship to the battle coordinates. Data picks up several ships, which Riker asks if it is the fleet. All the ships are reading no subspace communications and nil power readings. When asked about life signs, Data responds with a no. At visual range, Riker orders on screen, and discovers a horror beyond imagination.

Destroyed Federation starships litter lifeless at Wolf 359, which stuns the whole bridge crew. Shelby identifies three starships, as the Tolstoy, the Kyushu, and the Melbourne, the same ship Riker had been offered. Riker's heavy heart grows heavier with the notion that tens of thousands of Starfleet men and women have been killed in a matter of minutes.

Act Three

With the knowledge that Locutus possesses Picard's tactical genius, and not reflecting on the slaughter at Wolf 359, Riker devises a strategy to retrieve Picard from the Borg cube. By separating the Enterprise, Riker anticipates that the Borg will completely ignore the saucer section and instead concentrate on destroying the more heavily-armed secondary hull - reminded by Shelby that, since she had briefed Picard on that plan, the Borg would be prepared for this, the captain responds that he's counting on it. Riker, now on the Battle Bridge, stalls for time with fake negotiations with Locutus. Locutus warns that their delay would not be successful and they would be destroyed if they intervened. Riker throws down the gauntlet telling Locutus to take their best shot, and orders to separate. After separation, both ships fire at the cube, which does nothing. The Borg then fire their tractor beam, but Riker evades the attack. Just as Riker predicted, the saucer section was being completely ignored. The primary hull fires an antimatter spread, masking the engine signature from a shuttlecraft carrying Data and Worf. The shuttle however leaves an ion trail which Lieutenant Gleason speculates the Borg may have picked up on, when the tractor beam starts moving towards the spread. Riker orders the shuttle to go in unpowered. The shuttle is able to penetrate the Borg electromagnetic field, allowing Data and Worf to beam to the cube. They locate Locutus, but come under attack by the Borg. Neutralizing four, they race to Locutus; while Worf restrains him, Data incapacitates him. Using their emergency transporter armbands, they transport back to the shuttle and steer clear of the electromagnetic field, allowing O'Brien to bring them back to the Enterprise, before the shuttle itself is blown away.

Act Four

Rather than fight the stardrive section and the now-vulnerable saucer section, the Borg resume their course toward Earth. On the Enterprise, Locutus is revived despite Doctor Crusher's request to study the assimilation process. Locutus chastises Riker for putting a whole ship at risk to save just one person, and that the abduction will have no impact on their mission of conquest. Raising his cybernetic arm, which draws a reaction from Worf by pointing his phaser at him, Locutus then reassures him he intends no harm, and will continue to serve as the voice of the Borg on board the Enterprise.

Data discovers that a series of subspace signals form the basis of the Borg Collective, emanating between Locutus and the Borg ship. Crusher states that she is able to perform surgery to restore Picard back to his human form, but hesitates because cutting the link to the collective could be fatal. Data postulates that he could access the machine portion of Locutus and quite possibly, the collective.

Locutus surveys his surroundings for people and technology to assimilate. He coldly advises Worf that the Klingons will also be assimilated, to which Worf replies that they will never yield. Locutus blasts Worf's defiant tone stating that all would become one with the Borg, rendering Data obsolete. Crusher quickly incapacitates Locutus with a hypospray and with Data, takes him to his lab. Riker then gets word that the Borg have entered Sector 001.

Act Five

Borg cube explodes, 2367

The Borg cube self-destructs

As the Borg cube breaks through the Mars Defense Perimeter and is heading to Earth, too far ahead for the Enterprise to intercept in time, Data begins to interface with Locutus. After unsuccessfully attempting to establish several neural links, Picard himself is able to break through the Borg's collective mentality and establish contact with Data. At this point, the Borg ship halts its approach to Earth, and the Enterprise crew discovers what they believe to be the Borg's Achilles' heel: their interdependency. Data attempts to implant commands into the collective consciousness to disarm the ship but is unsuccessful. The Borg attacks the ship in a final battle with the intent to finish the Enterprise off. Just as Riker is about to give up hope and ram the Borg ship, Picard fights through to give Data one simple Borg network command: "Sleep". Data successfully implants a command that causes the Borg cube to activate its regenerative cycle and power down.

Shelby leads an away team to the cube to investigate, and they discover that it is experiencing power feedback – either a deliberate self-destruct sequence to prevent Data from gaining further access, or an accidental result from regenerating when unnecessary. As the away team returns and the Enterprise moves away, the power feedback destroys the Borg cube, saving humanity from the Borg.

Free from the Borg's control, a shaky Picard begins his rehabilitation, thankful for his escape but deeply troubled by his experiences. With the Enterprise preparing for refits at Earth Station McKinley and its captain safely returned, Shelby returns to Starfleet to help in the rebuilding effort and Riker resumes his post as First Officer, noting now that he has a few options on the table for his next job, reminding both Picard and Shelby that his career plans are his own business. Finally alone in his ready room, Picard stands at his window and looks out at Earth, in the dark sea of space, forever changed, wondering how close he had come to being the instrument of Humanity's demise.

Memorable quotes

"The knowledge and experience of the Human, Picard, is part of us now. It has prepared us for all possible courses of action. Your resistance is hopeless, Number One."

- Locutus of Borg

"You realize, Admiral, that with the assistance of Captain Picard, the Borg will be ready for your defenses."
"Lieutenant, a few years ago, I watched a freshman cadet pass four upperclassmen on the last hill of the forty-kilometer run at Danula II; the damnedest thing I ever saw; the only freshman to ever win the Academy Marathon. I made it my business to get to know that young fellow, and I got to know him very, very well. And I'll tell you something: I never met anyone with more drive, determination or more courage than Jean-Luc Picard. And there is no way in hell that he would assist the Borg. I want that clear."
(Contritely) "Of course, Admiral."
"He is...a casualty of war."
"Then we have abandoned all hope of recovering him."
"In less than 24 hours, this armada is going to hit that Borg ship with everything we can muster. Either they survive or we do. As for Picard, a great man has been lost. Your friend."

- Commander Shelby, Admiral Hanson and Doctor Crusher, after Picard's abduction and assimilation

"Commander Riker, I hereby promote you to the field commission of Captain. The Enterprise is your ship now. Congratulations."

- Admiral Hanson to Commander Riker

"We're no longer just fighting the Borg; we're fighting the life experience they've stolen from Captain Picard. Now how the hell do we defeat an enemy that knows us better than we know ourselves?"
"The Borg have neither honor nor courage. That is our greatest advantage."
"I just hope it's enough."

- Riker and Worf

"I'm sure Captain Picard would have something meaningful and inspirational to say right now. To tell you the truth I wish he was here 'cause I'd like hear it too"

- Riker addressing the senior crew

"The fight does not go well, Enterprise. We're attempting to withdraw and regroup. Rendezvous with fleet..."

- Hanson during the battle of Wolf 359

"What would you do?"

- Riker addressing Picard's empty chair in the ready room

"You must let him go, Riker. It's the only way to beat him. The only way to save him. And that is now your chair...Captain."

- Guinan

"Locutus of Borg. This is Captain William T. Riker of the USS Enterprise."
"You may speak."
"We wish to end the hostilities."
"Then you must unconditionally surrender."
"We are prepared to meet to discuss your terms."
"It is unlikely that you are prepared to discuss terms. It is more likely that this is an attempt at deception."
"Come now, Locutus. If Picard's knowledge and experience is part of you, then you know I'd never lie to him. You should also implicitly trust me. Is that not so?"
"Picard implicitly trusted you."
"Then trust me now. Meet to discuss your terms."
"Discussion is irrelevant. There are no terms. You will disarm all your weapons and escort us to sector zero-zero-one where we will begin assimilating your culture and technology."

- Riker and Locutus

"We would like time to prepare our people for assimilation."
"Preparation is irrelevant. Your people will be assimilated as easily as Picard has been. Your attempt at a delay will not be successful, Number One. We will proceed to Earth. And if you attempt to intervene, we will destroy you."
"Then take your best shot, Locutus, because we are about to intervene."

- Riker and Locutus

"We have to find a way to reach him - we must know what he knows..."
"Without these interactive signals, it would only be a matter of microsurgery - I could do it! But as long as these Borg implants are functioning, there's no way I can separate the man from the machine."
"Then, perhaps, there is a way I can access the machine."

- Riker, Dr. Crusher, and Data, trying to figure out how to use Picard/Locutus's knowledge of the Borg against them

"Worf, Klingon species - a warrior race. You too will be assimilated."
"The Klingon Empire will never yield!"
"Why do you resist? We only wish to raise quality of life for all species."
"I like my 'species' the way it is!"
"A narrow vision. You will become one with the Borg. You will all become one with the Borg. The android, Data. Primitive artificial organism. You will be obsolete in the new order."

- Locutus of Borg and Worf

"At what point should I shut it down if there's a problem?"
"I do not know. I have never done this before."

- Chief O'Brien and Data just before establishing the neural links

"Data, I'm picking up increased neural activity in Captain Picard, localized in the pre-frontal and parietal lobes."
"The Borg might be trying to terminate their link with him..."
"Negative - the subspace signal configuration is unchanged. What is caused the increased neural activity is...unclear..."
"No, it's not - it's him! It's Picard!"

- Dr. Crusher, Chief O'Brien, Data and Troi, as Picard fights through Locutus

"It is clear the Borg are either unwilling or unable to terminate their subspace links. "
"That...may be their Achilles Heel, Captain - their interdependency."
"What do you mean, Doctor?"
"He's part of their collective conciousness now...cutting him off would be like asking one of us to disconnect an arm or a foot - we can't do it."
"They operate as a single mind."
"One of them jumps off a cliff, they all jump off?" (Shelby nods in agreement) Data, is it possible to plant a command into the Borg collective consciousness?"
"It is conceivable, sir."

- Data, Dr. Crusher, Riker, and Shelby, realizing how they might defeat the Borg

"Sleep... sleep... sleep, Data."

- Picard breaking through the Borg consciousness

"He's exhausted."
"Yes, Doctor, but if I may make a supposition, I do not believe his message was intended to express fatigue...but to suggest a course of action."

- Dr. Crusher and Data, speculating what Picard meant

"Mr. Data, what the hell happened?"
"I successfully planted a command into the Borg collective consciousness; it misdirected them to believe it was time to regenerate. In effect, I put them all to sleep."

- Riker and Data, after the Borg cube shuts down

"Commander Shelby, take an away team and confirm that the Borg are...asleep."
"Delighted, sir."

- Riker and Shelby, after scans confirm Data's claim

"How do you feel?"
"Almost human... With just a bit of a headache."

- Troi and the newly-restored Picard

"How much do you remember?"
"Everything...including some brilliantly unorthodox strategy from a...former...first officer of mine."

- Riker and the newly-restored Picard

Background information

Story and script

  • Amid an atmosphere of anticipation for this episode among Star Trek's fans – during the entire three-month summer hiatus between this episode and the (the first part of the two-parter that had ended the third season. Fans were left wondering about Picard's fate, and the series' production team worked to keep plans for this episode extremely hidden, aiming to retain the suspense for this much-anticipated season premiere. (Star Trek: Fan Collective - Borg text commentary)
  • Anticipation for this episode was so great that someone even concocted a fake version of the script that ended up in the possession of some fans and brought Picard back by revealing that his "assimilation" had merely been a prank by the Q. (Star Trek: Fan Collective - Borg text commentary)
  • The real plot for this episode had a difficult birth. Rick Berman admits, "When we finished the first half, we had no idea what the second half would be." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • Michael Piller preferred not to plan too far ahead before writing a script, and had not expected to return to TNG production team himself. Because of this, he waited until after his contract was signed before beginning to consider how he would write himself out of the seemingly unsolvable cliffhanger that the previous episode had ended with. (Captains' Logs: The Unauthorized Complete Trek Voyages) Specifically, he waited until he returned to the Paramount lot in late July 1990 before sitting down to wrap up the story. (Star Trek: The Next Generation Companion)
  • Michael Piller initially struggled to come up with a solution to resolve the previous installment's cliffhanger. On January 22, 2002, Piller recounted, "I had created an unsolvable problem. And to be honest with you, as I started writing the second part of the cliffhanger – that was supposed to resolve the story – I just didn't know what it was going to be, that was ultimately going to beat them." (Mission Overview, TNG Season 4 DVD special features) Brannon Braga joined the writing team of TNG while Piller was struggling with this aspect. "I walked into the Hart building [on the Paramount lot] in the morning and Michael was rewriting 'Best of Both Worlds, Part II'," Braga remembered. "He introduced himself and said 'I'm trying to figure out how to beat the Borg. I have no idea how to do it.'" (Cinefantastique, Vol. 25 No. 6/Vol. 26 No. 1, p. 86)
  • Piller preferred that the Borg would be defeated not by sheer strength but by ingenuity from Picard's human insight. Like Picard, Piller sought to defeat the group of formidable villains by determining an unexpected and subtle weakness, ultimately settling on the solution of putting the Borg to "sleep". (Star Trek: Fan Collective - Borg text commentary) The notion of using the Borg's interdependence as their vulnerability suddenly occurred to Piller a mere two days before filming on the episode was scheduled to start. (Star Trek: The Next Generation Companion) Commenting on how the characters seemed to suggest the solution to him, Piller stated, "I didn't discover it until the characters did [....] I try to believe in Zen writing; I actually like to stand back as a writer and let the characters speak and listen to them and I'll sort of like take notes, while they're talking. Well, that's what happened in 'Best of Both Worlds, Part II.' We got to the scene where they had to solve the problem. Time was running out, there was only ten minutes left in the show. And, um, finally, they came up with the answer that the Borg's strength was also their weakness, that their... interdependence was their strength, and interdependence could lead to their defeat. And I was just... I can remember the smile on my face when I heard that. I said, 'Oh, that is cool!' And that's how we ended it." (Mission Overview, TNG Season 4 DVD special features)
  • Referring to the problem of being uncertain what the second half of "The Best of Both Worlds" duology would entail, Rick Berman recounted, "Michael Piller, with a little help from me, resolved it." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • The fact that this episode had to be somewhat bound to the previous installment was not particularly conducive to Michael Piller. He explained, "Part Two had to deliver the goods promised by Part One [....] It has to have the battles and all the stuff I don't like writing." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • Of how this episode continued the gradual transformation of the relationship between Picard and Riker, Michael Piller remarked, "The issue of whether or not [Riker] was big enough to fill the center chair [...] led to the second part, which is the master versus pupil dynamic we set up." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • The scene wherein Locutus insists to Worf that the Borg will raise the quality of life for all species by assimilating them into the Borg Collective was an effort by Michael Piller to help explain the Borg's motivation for attempting galactic conquest. Piller also tried, by suggesting that the Borg believed they were motivated by a greater good, to help make the Borg more believable villains and accentuate their coldblooded evilness. (Star Trek: Fan Collective - Borg text commentary)
  • Because showing the Battle of Wolf 359 in this episode would be prohibitively expensive, Michael Piller chose to feature only the aftermath of the battle in his script, creating a memorable scene in the viewers' imaginations by deciding to show the drifting wreckage and stunned reactions, upon viewing the carnage, of the Enterprise's bridge officers. (Star Trek: Fan Collective - Borg text commentary)
  • Explaining Picard's disturbed reflection on his ordeal at the conclusion of this episode, Michael Piller stated, "It was my intention to wrap up the two parter with the feeling that although everything is solved, life isn't so smooth and a man does not walk away from something like that and go back to work without having a little extra flashback nightmare. It's just that little uncertainty, the moment of discomfort that I wanted to leave the audience with." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • This episode finally quashed rumors, which had circulated over the summer, that the strong-willed Shelby would become a regular character, in the wake of Wesley Crusher's (and actor Wil Wheaton's) departure from the series, later in the fourth season. (Star Trek: The Next Generation Companion)
  • The Star Trek: The Next Generation Companion notes that this episode is highly female-centric; it is Dr. Crusher who determines the Borg's fatal flaw, and Troi who realizes that Picard is attempting to fight through his Borg programming. According to Captains' Logs: The Unauthorized Complete Trek Voyages, Michael Piller was intent on servicing even the lesser-used members of TNG's ensemble, including Troi, from the beginning of the fourth season onwards. As such, he had Troi "make some critical contributions to the solutions or problems."
  • The script drafts of this episode were closely guarded. So that Paramount could easily learn more about what had happened – if any of the scripts made their way into unauthorized hands – early script drafts were secretly numbered by changing the designation of the Jupiter station in each script copy. All copies of the final draft script, however, referred to Outpost 92. (Star Trek: Fan Collective - Borg text commentary)
  • The final draft script was submitted on July 2, 1990.


  • According to Michael Piller, some of the "master versus pupil dynamic" between Picard and Riker was "cut out of Part II for length, including a scene between Riker and Troi where Riker expresses his concerns and doubts about Picard. We lost a little character to justify all the action that had to go in there." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • The conclusion of this episode was also not as drawn out as it could have been. Director Cliff Bole remarks, "Part II's ending was a little bit of a cop out. We ran out of time. We only shoot 42 minutes. God, the old hours we used to deliver were like 51 or 52 minutes. There's just not a lot of time. You'd like to do a bigger ending. I don't have an answer for it, but it was just a real quick ending for such a big show." (Captains' Logs: The Unauthorized Complete Trek Voyages)

Sets, props and wardrobe

  • Although the two parts of "The Best of Both Worlds" are depicted as taking place roughly within the same few days, subtle changes were made (such as to sets and costumes) during the hiatus between production on the pair of episodes. Thus, when the second episode begins, minute details seem to have miraculously changed in the blink of an eye – most noticeably different are the lighting on the main bridge set and the hairstyles of performers Jonathan Frakes and Gates McFadden, as Commander Riker and Dr. Crusher respectively.
  • Despite the added difficulty of the secrecy surrounding the project, pre-production work on this episode was relatively easy, in comparison with previous season openers. (Star Trek: Fan Collective - Borg text commentary) This was due to the fact that the Borg ship set had already been built for the first part of this episode's two-parter; the set had – after production wrapped on the third season finale – lain idle on Paramount Stage 16, gathering dust during the summer hiatus. (Star Trek: Fan Collective - Borg text commentary, Captains' Logs: The Unauthorized Complete Trek Voyages) Its availability alleviated the construction crew of some pressure. Following its use in this episode, the Borg set was disassembled, with most of its pieces being stored for use in subsequent Borg episodes. Ultimately, some of the pieces even made their way into ships from other alien planets. (Star Trek: Fan Collective - Borg text commentary)
  • Despite having been shown twice before, the battle bridge was heavily remodeled for this episode as the pieces of the earlier battle bridge set had been needed for the Star Trek movies. The battle bridge set used for this episode had previously served to show such areas as a courtroom and a geology lab in Season 2's "The Measure Of A Man" and "Pen Pals", respectively, as well as the USS Enterprise-C bridge in Season 3's "Yesterday's Enterprise", before going on to be redressed as an alien pirate ship in Season 7's "Gambit, Parts I and II". The updated battle bridge set was one of a mere few Enterprise-D sets to feature actual video monitor screens in its control consoles, rather than simple backlit graphics. (Star Trek: Fan Collective - Borg text commentary)
  • The bridge from which Hanson contacts the Enterprise at the end of the episode's first act was another reuse of the Enterprise-D's battle bridge from this episode, their only difference being that Hanson's bridge included a red alert graphic, prominently displayed to the left of the admiral. (Star Trek: Fan Collective - Borg text commentary)
  • Although the Star Trek: The Next Generation Companion claims that the engineering lab where Locutus is examined was one of a number of redresses – through the years – of the old movie bridge of the Template:ShipClass Enterprise, the text commentary for this episode (by production staffers Michael and Denise Okuda) states that the set was one of numerous redresses of Counselor Troi's office, which had been built across from the entrance to the transporter room set and had specifically been designed – by production designer Richard James – for multiple reuses. Despite having no mention of the Enterprise bridge, the text commentary lists the set's other uses as the kitchen of the USS Enterprise-A in Star Trek VI: The Undiscovered Country, the Enterprise-D's barber shop, nursery and stellar cartography lab, as well as a Romulan governmental office in TNG: "Unification II". The engineering lab had previously featured in TNG: "The Offspring" – in which case, it had been a redress of the battle bridge set – but, apparently, the reason why the counselor's office was instead used here was that the battle bridge itself was required for this episode.
  • The cylindrical work chamber at the center of the cybernetics lab appeared not only in this episode but also in "The Offspring"; the apparatus was actually reused here. Also in this case, the set of the cybernetics lab included curved upper wall pieces featuring white backlit rectangles that were likely the oldest part of the set, as they had originally been made for the Engineering set of the Enterprise that had been planned to feature in the aborted Star Trek: Phase II series project. A large work unit in the room was originally created for a medical lab of the Enterprise-D, as seen in TNG: "Home Soil". (Star Trek: Fan Collective - Borg text commentary)
  • A small control pad was added next to the viewscreen in the Enterprise's observation lounge for this episode, having been absent in the previous part of the two-parter. As would often become the case with this component, the pad was stolen by thieving souvenir hunters, despite the presence of two full-time security guards assigned to the series, and was replaced in not exactly the same position it had been in. As a result, the pad is positioned lower down in close-up shots of the screen but about halfway up the side of the screen in longer shots. (Star Trek: Fan Collective - Borg text commentary)
  • A flashing Borg hand-tool that can be seen being used by a Borg standing over the newly-assimilated Picard, in the second scene of this episode's first act, was originally built as a medical instrument for Dr. McCoy in Star Trek V: The Final Frontier. This episode was one of several in which the prop was reused, owing to the fact that Star Trek's property masters liked its shape. (Star Trek: Fan Collective - Borg text commentary)
Locutus concept art

Rick Sternbach's design notes regarding the restoration of Picard in this episode

  • To create Locutus' Borg suit, costume designer Robert Blackman worked in close collaboration with makeup supervisor Michael Westmore, the latter of whom made the suit's face-pieces from life castings of actor Patrick Stewart. (Star Trek: Fan Collective - Borg text commentary) On November 15, 2001, Westmore recalled the makeup for Locutus: "With Patrick when he was Borgified, he had a lot of skin showing, which we had to make up. He never got fully Borgified, so he wasn't really totally white or had to have, like, the Borg helmet on. Patrick mainly had individual little pieces that were glued on in different parts of his face and then the flesh around it was starting to decay or Borgify in different areas. But it meant wearing a robe and having to sit in a chair for a while." (Departmental Briefing: Production, TNG Season 4 DVD special features) Rick Sternbach worked on the depiction of Picard's restoration from his assimilated appearance as Locutus; Sternbach, in June 1990, created design notes for this sequence. (The Art of Star Trek)


  • Even though this episode's pre-production work was relatively easy – compared to previous season openers – the episode still ended up being a lot of work for everyone involved. (Star Trek: Fan Collective - Borg text commentary)
  • As part of the attempt to maintain anticipation for this episode, production staffers were kept apprised of the episode's progress strictly on a "need-to-know" basis. Everyone involved in the episode's production was admonished not to discuss the episode with anyone, not even with friends or family. (Star Trek: Fan Collective - Borg text commentary)
  • Guest star Elizabeth Dennehy found that, by this episode, she knew how to handle the complicated lines of dialogue and technobabble given to her character of Shelby. She recounts, "I actually had much less to do in the second one than the first. I had the show on tape so I watched it quite a few times before we went back. The hard thing was remaining the same weight between the first and the second one." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • When the filming of this episode began, actor LeVar Burton was in hospital for emergency surgery. Consequently, his scenes as La Forge were carefully filmed after the majority of production was concluded; this is why he only appears in close-ups and not in shots with any of the other main performers. Several of his major lines were rewritten for Colm Meaney, which is why Chief O'Brien is one of the main characters who works to restore Captain Picard. [1]
  • Director Cliff Bole filmed the scene wherein Riker and Worf share an elevator trip – from one corridor to another – in one continuous shot, using a subtle lighting difference in the corridor set to make it seem as if the turbolift (which did not actually move) had traveled between two different corridors. An alcove at the far end of the corridor is dark when the characters enter the lift but lit when they exit. (Star Trek: Fan Collective - Borg text commentary)
  • Another scene was scheduled to include Picard stuntman John Nowak performing a stunt, but the moment was ultimately never shot. Nowak recalls, "In 'Best of Both Worlds, Part II,' they had a big stunt planned where they would capture Picard/Locutus, but at the last minute they ran out of time, so I was there, got my four hours of makeup and sat around another 12 hours in the stuff, but never got filmed as the Borg." (Starlog Science-Fiction Explorer, issue #8)
  • On one evening during post-production for this episode, Michael Okuda was in the TNG art department and was adding some battle damage to one of the models of the wrecked spaceships for the battlefield scene, when Patrick Stewart – wearing his Borg costume – walked into the department to use its Xerox machine. In response to a puzzled Stewart asking Okuda what he was doing, Okuda held up the ship and jokingly said to the Locutus actor, "Look what you did!" (New Life and New Civilizations, TNG Season 4 DVD special features, [2])


  • According to an estimate made by associate producer Peter Lauritson on August 21, 1991, this episode had at least eighty visual effects shots. (New Life and New Civilizations, TNG Season 4 DVD special feature)
  • Continuing TNG's groundbreaking use of visual effects technology and artistry as well as the series' pioneering use of motion control visual effects for series television, this episode was the first in which all the video composites and effects – the former of which allowed more effects to be done more quickly and less expensively than with the old optical printers of The Original Series – were created digitally. Although most of the model elements were still shot with traditional film and models, the image assembly was done digitally, providing the effects artists with much more control over their work and bringing higher image quality to the finished effects shots. (Star Trek: Fan Collective - Borg text commentary)
  • In another change from previous seasons, the blue tinge to the transporter "shimmer" effect was removed, leaving a white/silver color and smaller, more refined "particles."
  • In order to show Picard being turned ghostly white by the Borg probe, the color scheme was turned off, making the film black-and-white. Picard's upper garment and mechanical implants are all black in order to disguise the loss of color in the picture. The beam, probe, and probe light were later edited to make their color seem to remain constant.
USS Enterprise wreck model prepared by Gary Hutzel

Gary Hutzel prepares the Constitution-class Enterprise wreck model for this episode's depiction of the battle at Wolf 359.

  • As the Enterprise travels through the aftermath of the battle at Wolf 359, several of the destroyed ships are actually Enterprise concept models built for the ill-fated Star Trek: Planet of the Titans movie project (not Star Trek: Phase II, as is often erroneously stated). There are also remnants of the "destroyed" refitted Enterprise from Star Trek III: The Search for Spock, as well as a variety of new "kit-bash" starship classes which included the Template:ShipClass, Template:ShipClass, Template:ShipClass, Template:ShipClass, Template:ShipClass, Template:ShipClass, and Template:ShipClass, the latter going on to appear as a fully-realized studio model in the later fourth season's "The Wounded". The first two classes were constructed by Greg Jein, Inc. using their own production assets, while the others were constructed by Ed Miarecki, who used AMT Star Trek model kits (No's 6618 and 6619), embellished with custom made parts and appropriately modified and battle damaged by Michael Okuda.
  • The shots of the saucer section and the stardrive section mark the last time that new footage of the six-foot Enterprise model was shot, until Star Trek Generations. Stock footage of the model was used for the separation sequence itself and continued to be used throughout the series' run.
  • The Mars Defense Perimeter ships, which appear as the Borg ship approaches Mars, were based on the submarine model used in The Hunt For Red October and were made from the hull of a Russian submarine model kit. (Star Trek: The Next Generation Companion, Star Trek: Fan Collective - Borg text commentary) They were dubbed the "Blue-gray October" by the TNG production staff. (Star Trek: The Next Generation Companion)
  • To depict Mars itself, the production team borrowed a model of the planet that had been used for the scientific documentary series Cosmos: A Personal Voyage. (Star Trek: Fan Collective - Borg text commentary)
  • Although this episode depicted the Borg cube in most shots by reusing a three-quarter filming model that had been utilized for both the previous installment and "Q Who", a separate less-detailed model was made to show the cube exploding. The lesser-seen model was designed to break apart easily and was, to represent the cube's innards being blown apart, filled with many model parts and bits of plastic. (Star Trek: Fan Collective - Borg text commentary) On March 7, 2002, visual effects coordinator Gary Hutzel recounted the creation of this model: "The Borg explosion in that shot was, of course, very important. It was a pivotal moment in the show. And it had to be really big. So, we had all set out realizing we needed a spectacular explosion. Dick Brownfield was our effects person on the show, at that time. And he'd pulled out the stops, brought out everything. But as usual, we spent all the money on the pyrotechnics and there was no money left to build the ship. The ship had to be built. There was no money. I mean, I had to build the ship. So, the ship that was used for the pyrotechnics was only about two feet square, as I recall. So Dennis and I ended up sitting on a table and taking basically model-kit parts, stripping all the parts off, taking the little frames – the little plastic frames that they come on – and gluing them to the side of this box [...] and then spray-painting it, looking at it and sticking more stuff on, spray-painting it some more until, finally, it looked like the Borg ship. It was a spectacular explosion, and beautifully executed. We got it in the first take." (New Life and New Civilizations, TNG Season 4 DVD special features)


  • With the addition of this episode, TNG outnumbered the quantity of season premieres in Star Trek: The Original Series, as TOS had only three seasons.
  • This is the first episode to depict the Borg as having an Achilles heel, rather than being portrayed as virtually indestructible. (Star Trek: Fan Collective - Borg text commentary)
  • This episode (and its predecessor) was the first in Star Trek to use a navigational deflector in such a way, a trend that went on to become a staple of later episodes including "The Loss", "Night Terrors", "The Nth Degree", "A Matter of Time", "All Good Things...", several from Star Trek: Deep Space Nine and Voyager, as well as Enterprise's third season finale, "Zero Hour". A navigational deflector is also used to emit a beam, on a 23rd century starship, in the movie Star Trek Generations.
  • This was also the first episode to establish that shuttlecraft are equipped with their own transporters.
  • Although the Battle of Wolf 359 is unseen (except for its aftermath) in this episode due to budgetary reasons, portions of the battle would be recreated, two-and-a-half years later, for the pilot episode of Star Trek: Deep Space Nine, "Emissary", which – with the bigger budget of a feature-length pilot, and more advanced effects technology – was able to show the battle.
  • In that same episode, the USS Saratoga is established as one of the ships lost at the battle at Wolf 359, from which Benjamin Sisko makes a lucky escape with his son but fails to rescue his wife.
  • In "The Drumhead", a later episode of TNG's fourth season, Admiral Norah Satie states that the loss at Wolf 359 was thirty-nine starships and nearly eleven thousand lives. While Shelby estimates, in this episode, that the fleet would be back up in "less than a year" after the battle, Starfleet continues to prove shorthanded all the way up to and including Season 5's "Redemption II".
  • Worf and Miles O'Brien recall the events of this episode in DS9's own fourth season premiere, "The Way of the Warrior". O'Brien tells Worf that he thought they would all end up assimilated, like Picard, while Worf claims that he never doubted that they would succeed.
  • In VOY: "Death Wish", it is revealed that the Enterprise truly was the last line of defense, as Q explicitly states that – had Quinn not saved an ancestor of Riker's during the American Civil War and Commander Riker never existed – "The Borg would've assimilated the Federation."
  • "Parallels" showed two different outcomes of the battle via different quantum realities due to Worf's encounter with a quantum fissure. The first was that the Enterprise successfully destroyed the Borg cube but could not rescue Picard, resulting in his death. The second was that the Enterprise failed to stop the cube and the Borg assimilated the entire Federation, with a badly damaged Enterprise one of the last Starfleet ships to have survived four years on the run.
  • While the Borg force – during this episode – appears to be only one cube, later episodes of Voyager (including "Unity" and "Unimatrix Zero, Part II") indicate that Humans were not only assimilated at Wolf 359 but were also taken back to Borg space (see Riley Frazier and Laura). Additionally, the Borg Queen herself states, in Star Trek: First Contact, that she was present on the cube and survived; she tells Picard not to think in such three-dimensional terms, suggesting that her method of escape may have been or involved time travel.
  • At the end of this episode, a conversation is held between Shelby and Riker about the future careers of both officers, with Shelby stating that Riker could soon have his choice of any ship in the fleet to captain. Riker did not in fact become a captain for nearly a decade later, in Star Trek Nemesis. Shelby, however, is referenced as a captain in DS9: "You Are Cordially Invited", suggesting the possibility that she became a captain before Riker did. However, the Captain Shelby referenced in that episode could be simply another Starfleet officer with the same surname.
  • While not technically a sequel to this episode, the following episode to air, "Family", dealt with the repercussions of the events seen here, including the repairs to the Enterprise and Picard's personal trauma; the controversial arrangement not to end the storyline of Picard's kidnapping with this season premiere but to extend it into a third episode had been the biggest decision that the writers of TNG had made over the summer hiatus. (Captains' Logs: The Unauthorized Complete Trek Voyages) Star Trek: First Contact would later establish, however, that Picard never fully recovered from the ordeal of his assimilation.
  • Whereas Part I originated the saying "Resistance is futile," this second part introduced the phrase "You will be assimilated." This in turn creates the popular quote, "We are the Borg. You will be assimilated. Resistance is futile." This quote has been used in various episodes of Star Trek: Voyager.
  • The film Star Trek: First Contact is a sequel to this two-part episode, and ignores the episodes "I Borg", "Descent" and "Descent, Part II". This is because – when Rick Berman, Brannon Braga and Ronald D. Moore wrote the script for First Contact – they knew they wanted to use the Borg Collective once again, since those three episodes dealt with individual Borg. It's especially noticeable when Data says to the Queen, "The Borg have a collective consciousness. There are no individuals." Braga and Moore discuss it in the commentary for the special edition DVD.
  • This episode reuses footage from Part I, when Worf and Data neutralize approaching Borg on their vessel and when the Borg make their final attack on the Enterprise.
  • This is the last of three TNG episodes to feature a Borg cube, which had been present during the Borg's previous two appearances. The ship design would make reappearances in Star Trek: First Contact, DS9's pilot episode, "Emissary", and numerous episodes of Star Trek: Voyager.
  • This is also the last TNG episode to feature the saucer separation sequence and the Enterprise battle bridge, having previously been shown in Season 1's "Encounter at Farpoint" and "The Arsenal of Freedom". The saucer separation sequence would appear one last time, in Star Trek Generations.
  • This episode is the first of two to feature the character of Enterprise crew member Gleason, as he would subsequently appear in the later Season 4 episode "Future Imperfect", despite apparently being demoted between these two episodes; he is wearing Lieutenant junior grade rank insignia here but wears the rank pips of an ensign in his follow-up appearance. (Star Trek: The Next Generation Companion)
  • Nanites are mentioned in this episode as a possible way to combat the Borg, having been introduced to Star Trek in the third season TNG episode "Evolution", the first episode that Michael Piller had penned. (Star Trek: The Next Generation Companion, Captains' Logs: The Unauthorized Complete Trek Voyages)



  • While several science fiction publications have voted "The Best of Both Worlds" Star Trek's finest and even in some cases one of science-fiction television's finest pieces, writer Michael Piller and director Cliff Bole have both stated that they felt Part II was a letdown after the strong buildup of Part I. (Star Trek: The Next Generation Companion)
  • Of this episode's two-parter, however, Cliff Bole has also stated, "I enjoyed doing those two shows more than anything I've ever done. They turned out really well. The Borg is like a Klingon. You can do anything you want with them. They're fun and real expensive to play with. The two episodes do go together, and I wouldn't put it past Paramount to do that in the foreign markets." Referring to this episode in particular, Bole commented, "It was also an attempt to do big and fast." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • Michael Piller thought this episode was not as good as the first part, believing that "the goods" promised by the earlier episode were – in this episode – "not as interesting." He continued by saying, "If you look at it as a two hour movie, it's really quite effective. As an episode by itself, I don't think Part Two really has a lot of character stuff." One of the aspects of this episode's creation that he was extremely pleased about, however, was the way in which he managed to find a means to defeat the Borg threat. (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • In summation of his own feelings about working on this episode and its two-parter in general, Rick Berman remarked, "It was a lot of fun to be able to stretch the format and do something that was two hours as opposed to one." (Captains' Logs: The Unauthorized Complete Trek Voyages)
  • This episode's text commentary states that the episode premiered "to the delight of fans everywhere." The commentary also characterizes this episode's two-parter as a "wildly popular" duology that "proved to be a defining point", not only by setting "the pattern" for subsequent season-bridging cliffhangers but also by helping to define the character of Picard by giving him "an emotional edge, reminding us that even heroes have human flaws."
  • The book Star Trek 101, by Terry J. Erdmann and Paula M. Block, lists this episode and the previous part of its two-parter as being, together, one of the "Ten Essential Episodes" from Star Trek: The Next Generation.
  • Regarding how this two-parter – and, in particular, one scene of this episode – had a lasting effect on the character of Picard, Michael Piller remarked, "It was a show in which Picard became more human than ever before. He was the indestructible captain, untouchable, above all risk and danger, and suddenly, in this two-parter, he is a man who's been raped by the Borg and has to deal emotionally with huge consequences. You see the first needle going into his forehead, and a single tear rolling down his cheek. And after that, Picard was more complex, never the same; he was a far more interesting character after that." (Mission Overview, TNG Season 4 DVD special feature)
  • This episode won two Emmy Awards. Only four other episodes of Star Trek have won this many. It was nominated for four, a distinction it shares with only three other episodes. It won for Outstanding Sound Editing for a Series and Outstanding Sound Mixing for a Drama Series and was also nominated for Outstanding Art Direction for a Series and Outstanding Achievement in Special Visual Effects. The Emmy for sound editing was the last of four such Emmy wins for the series, with each award having been for an episode from each of TNG's first four seasons. On January 31, 2002, supervising music editor Gerry Sackman – who had been among the award's recipients – commented, "The final one was 'Best of Both Worlds, Part II'. That's a terrific action show." (Inside the Star Trek Archives, TNG Season 4 DVD special feature)
  • This episode was featured in the Star Trek: The Next Generation Viewers Choice Marathon.
  • Entertainment Weekly ranked this episode (combined with Part I) #2 on their list of "The Top 10 Episodes" to celebrate the 20th anniversary of Star Trek: The Next Generation. [3]
  • Similarly, Empire magazine cited Part II as the best episode of The Next Generation when they ranked the series #37 on their list of The 50 Greatest TV Shows of All Time. [4]
  • Director Cliff Bole recalls, "In enjoyed these two shows [The Best of Both Worlds, Part I and II] more than anything I've ever done. They turned out very well. The Borg are like Klingons. You can do anything you want with them. They're fun and a real expensive thing to play with. With them, you can do a big production value. The two episodes really go together, and I wouldn't put it past Paramount to release them theatrically in the foreign market. However, I did think that Part Twi's ending was a bit of a cop-out. We ran out of time. We only shoot 42 minutes - God, the old hours we used to deliver were like 51 or 52 minutes - and there's just not much time. You would like to do a bigger ending, and not one so claustrophobic that it takes place in the ship's bowels. I don't have an answer for it, but it was just a very quick ending for such a big show. But, the Borg allow you to have fun with the camera, the lighting and everything else. They challenge the imagination." ("Cliff Bole - Of Redemption & Unification", The Official Star Trek: The Next Generation Magazine Vol. 17, p. 31)
  • A mission report for this episode by Will Murray was published in The Official Star Trek: The Next Generation Magazine Vol. 14, pp. 58-62.


Video and DVD releases

Links and references


Also starring

Guest stars


Special guest star


Uncredited co-stars

Stunt double



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