(written from a Production point of view)
The crew attempts to rescue three aliens in stasis from a bizarre computer program that is based on fear.
In Ensign Harry Kim's quarters, Harry plays his clarinet while Lieutenant jg Tom Paris sits on a nearby couch reading a book. They are both content until someone pounds on the wall opposite Kim's. As Kim yells an apology, Paris observes that Ensign Pablo Baytart must not appreciate music. Kim seems annoyed as he explains that the fluid conduits running through the walls conduct the sound of his clarinet; however, Paris counters by pointing out that the USS Voyager was built for combat performance, not musical performance. Looking for an alternative, Paris suggests practicing in a cargo bay but as they have bad acoustics, he jokingly suggests they have Baytart switched to the night shift. Kim laughs and says they could not do that but after a pause, he wonders if they could. Paris gives him a dry look and suggests that at least Kim will have an excuse to give his mother for why he did not practice. However, Kim is trying to prepare for an important performance with Lt. Susan Nicoletti. On hearing this, Tom is amazed; he has been "chasing" Nicoletti for months but Kim seems to have found that the way to a woman's heart is her oboe. They are interrupted as Commander Chakotay orders all senior officers to the bridge. As they exit Kim's quarters, Paris sarcastically mentions he has always wanted to learn to play the drums.
As Voyager approaches a deserted planet, Lt. Tuvok notes that there are nonfunctional communication satellites in orbit. Neelix informs Captain Kathryn Janeway that the planet used to be a major trading colony, although he is unsure how long ago. Before he can make an estimate, Kim announces that evidence indicates a major solar flare occurred nineteen years previously. Chakotay observes a glacial freeze on the planet's surface, no doubt a result of the solar flare. Kim adds that there were magnetic storms and extreme levels of radiation as well. Evidence suggests an advanced culture with warp drive and similar technologies but there are no life signs and it appears that the atmospheric disturbances would have prevented any escape attempts. Janeway grimly realizes that the entire colony of 400,000 people was likely wiped out. However, Kim announces that they are being hailed from the planet's surface.
Chakotay reminds Kim that he said there were no lifeforms on the surface, which Kim confirms, suggesting that the hail is automated. In any case, Janeway tells Paris to play the message. A man named Viorsa appears on the viewscreen and introduces himself as the planner of the Kohl settlement. He explains that Voyager's sensors have activated the message and that he and a group of members of his species have gone into a state of artificial hibernation in order to survive the effects of the ecological disaster on their world. The computer will awaken them in fifteen years, at which time he expects the planet's ecological recovery will begin, and he asks that no one interrupt their timetable.
Chakotay points out that the colonists' timetable ended four years ago. Turning to Kim, Janeway asks if scans would have picked up suppressed metabolic signs. Although they should have done so, he checks below the planet's surface and picks the three extremely faint biosignatures 2.3 kilometers down. He is unable to determine why the hibernation period did not end on time, but he confirms that there are two dead aliens and three more in stasis. Janeway now turns to Tuvok and asks if there are any automated security systems. Tuvok reports that there are no such systems and that it is safe to beam the hibernation pods aboard Voyager if that is the captain's intent. It is, so Janeway tells Tuvok to beam the pods to Cargo Bay 1 and orders Kim and Kes to meet her there.
Five stasis units arrive in the cargo bay, arranged in a half-circle formation with wires connecting each chamber to a computer in the center. As Kes, Kim and Janeway approach the chambers, Kes uses a tricorder to scan the statis units. Her scan confirms that there are two dead humanoids and three more in deep stasis with stable life signs. A layer of dust covers the units and as Janeway wipes the dust off one of them, she reveals the unconscious Viorsa. A badly decomposed corpse can be seen in another chamber. Janeway asks Kim what went wrong but he is unable to say. According to the tricorder, there were no pathway failures and the computer's circuitry appears intact. However, he notes with a hint of confusion that the alien's brains are interconnected via a complex sensor system. Further investigation reveals that the computer is generating an artificial, dream-like environment intended to keep the alien's minds active. Upon hearing this, Kes is confused, so Janeway explains that in the past Starfleet has used similar systems to keep officers' minds active during deep-space travel. The question is what went wrong and why they are still in stasis.
Janeway calls a meeting of the senior officers, where Kim explains the situation to the rest of the crew. Using a sample diagnostic display from the computer controlling the colonists' hibernation program, he explains that while the system was designed to wake them four years ago, the decision to wake up was left to the colonists themselves. A subroutine was set up to display weather conditions on the planet periodically in order to allow them to choose when the safest time would be to emerge. For the past four years, this "escape hatch" has remained available to Viorsa's species, yet they still haven't activated it despite the fact that the system works perfectly. Tom Paris lightly suggests that the colonists are enjoying their artificial environment but The Doctor chimes in from his miniature viewscreen to inform them that he doubts such is the case, as the dead colonists showed evidence of prior neural trauma, which suggests mental stress caused by fear. Both colonists died from massive heart attacks likely caused by the stress to which their bodies were subjected. Unfortunately, given the length of time that the colonists' bodies have been reliant upon the computer, Kim admits he does not know how to deactivate the system manually without causing the colonists severe neural damage. Tuvok suggests asking the colonists how to do so, to which Paris sarcastically asks if Tuvok plans to implant a comlink into the system. They already have a means of communication via the two vacant pods, so the crew decide to install a back-up life support system and enter the computer themselves.
Back in the cargo bay, Kes helps secure Kim in one of the stasis units while Lt. jg B'Elanna Torres lies in the other. Kes reassures them that she will be monitoring their vital signs and in the event of an emergency they will be transferred onto the backup life support system. Janeway adds that the system's recall subroutine will activate in five minutes to bring them back, calling the initial entry into the system a "test run" before she finishes securing Torres' pod. Once Kes activates the computer, Kim and Torres lose consciousness within seconds and she announces that the autonomic nervous system link is secure. They are now on the system.
In the computer, Kim and Torres find themselves together in a room with abstract designs on the walls but they feel no different than they normally do. Laughing and music come from a nearby room and as Kim and Torres head toward the sounds, they find a circus-like atmosphere filled with various performers who go about their business seemingly unaware of the newcomers. While there are numerous computer characters, the members of Viorsa's species are nowhere to be found as a nearby clown presides over the scene. A few of the performers take notice of Kim and Torres with amused intrigue but when Kim attempts to talk to them, they laugh or ignore him altogether. When he mentions that he and Torres are looking for some friends, the clown makes himself known as he responds, "Well, that shouldn't be too difficult. We're all friends here!" Kim and Torres take his response as part of the program and ignore it, continuing to explore the artificial environment. However, the clown seems to know more than he lets on, wearing a sinister grin as they pass him.
Kim and Torres find more of the same as they explore but one of the characters, a little woman wearing a multicolored tutu, finally seems to notice them when Kim accidentally bumps into her. When he apologizes, she forgives him and observes that he is new, asking where he is from. Torres tells the woman they are from "another town" but the woman indignantly reminds her there are no other towns. The woman goes about her business and Kim remarks that they are not getting very far. He takes a few more steps before a large character, perhaps nine feet tall and resembling a spectre, stops him. "Perhaps I can help you," the spectre asks in a slow, deep voice. "You are looking for friends?" Harry acknowledges this adding that are three of them. The spectre asks what they plan to do once they find these "friends" and Torres tells him she and Kim want to talk. The clown suddenly appears behind them, grabbing Kim and Torres each by an arm and exclaims, "Why talk when we can dance?"
With that, the clown brings Kim and Torres toward a group of performers as the music grows louder and becomes eerily cheerful. The two Voyager officers are pushed into the middle of a conga line, which they try to go along with until they arrive at a pink guillotine with a log in the head slot and a black-clad executioner next to it. Now surrounded by the clownish performers on all sides, Kim and Torres watch the executioner hit a button, causing the guillotine to cut the log in half. As he does so, the performers cheer and the music ends as the scene takes on a distinctly unfriendly tone, although the performers seem as merry as ever. Kim and Torres attempt to leave but are overwhelmed by the performers, who begin to clap in unison as Kim is handcuffed and brought toward the guillotine. Torres yells out Kim's name several times as she struggles to break free, much to the delight of the performers, who imitate her and bob their heads from side to side as they clap. The clown grins as the little woman from before brushes Kim's head with a feather duster in a mock-ceremonial manner. The executioner looks at Kim anxiously, eager to push the button on the guillotine...
The Clown's performers continue to clap in anticipation of Kim's beheading, but Viorsa, the alien whose recording Voyager received previously, emerges from elsewhere in the environment and orders them to stop. A physician and a programmer accompany him. Viorsa approaches and speaks directly to the Clown, adamantly warning him that the newly arrived aliens are surely not alone and should the Clown kill them, their shipmates will shut down the program. On hearing this, the Clown seems somewhat worried and orders the executioner to release Kim. Viorsa seems to be more pleading than talking as he tells the Clown that he and the other aliens knew a starship would find them some day, that it was only a matter of time. There is no way to know what will happen if the Clown hurts them, Viorsa claims; grinning, the Clown taps his head and reassures Viorsa that he knows.
The Clown approaches Torres and claims she is like himself, "a little of this, a little of that." She does not take kindly to his games, and he observes that her temper comes from her mother's side of the family. When she looks at him incredulously, he claims to know everything. Further, the environment is his "party" and she and Kim are there without an invitation. Torres turns to Viorsa to ask what the Clown is. However, this greatly irritates the Clown, who insists that she talk directly to him. He explains that he speaks for Viorsa and his companions, as well as Torres and Kim, a fact he claims they will come to accept with time. Kim wonders aloud whether the Clown is a life form or a virus, which amuses the Clown. Circling Kim, he mockingly observes Kim's operational mind and attention to detail. Viorsa begs the Clown to stop, but looks down submissively after a threatening look. Now in a more serious mood, the Clown informs his "guests" that taking the members of Viorsa's species out of the environment would cause him and the other performers disappear. The performers have amassed behind him as he talks, and they use a crying gesture to emphasize his point. Kim suddenly seems to grasp the concept, realizing that the program generates the Clown, so without someone on the system, the Clown will cease to exist. This encourages the Clown, who further explains that he is merely the product of input from the brains of the aliens, as well as Kim and Torres. An oversized Starfleet communicator appears on him as he speaks, and he pretends to spit-shine it with pride. However, he is interrupted by a series of beeps as a computer panel appears on a nearby wall, identical to those on the computer in the real world.
Angrily, the Clown accuses Torres of being responsible for the panel's appearance. She and Kim do not hesitate to push past him and run toward the panel, but while he makes no effort to stop them, he casually announces that one of the aliens will die if they leave. He reassures them he is serious, randomly selecting the physician for execution and daring the newcomers to leave. Viorsa solemnly confirms that the Clown possesses the ability to kill and has done so twice. When the Clown claims he does so via decapitation, a frustrated Torres insists that nothing in the environment is real. As the Clown informs her the environment is as real as a nightmare, Kim seems to suddenly grasp the concept, remembering the two aliens had died from massive heart attacks. Again mockingly imitating Kim's analytical personality, the Clown rhetorically asks what might cause a heart attack and suggests unmanageable stress caused by fear of losing one's head. Kim grimly realizes the Clown literally scared the aliens to death, to which the Clown bows proudly.
Meanwhile, Janeway begins to worry because Kim and Torres have yet to activate the recall subroutine. Kes finds that the norepinephrine levels are well above baseline, an indicator of abnormal stress, so Janeway decides to resuscitate the crewmembers manually with the backup system. Their body temperatures begin to rise and the backup system appears to be working – until someone terminates the recall command from inside the system.
Kim stands next to the panel on the wall in the artificial environment and terminates the recall command at the Clown's behest. Satisfied, the Clown tells him to remove the panel, as it is "ruining the party." Kim warns him that to do so would be a mistake, but the Clown believes the mistake would be if Kim refused. When Harry claims that the panel represents an opportunity for the Clown, the Clown senses deception. He arrogantly reminds Kim that he knows everything Kim knows, even things like missing Libby and playing the clarinet. However, while Kim may have intended to trick the Clown in some way, he genuinely believes that the Clown will be able to contact the outside world through the panel to make his demands known. The Clown insists his only demand is to exist, which reinforces Kim's point, as Janeway and the rest of the crew will shut down the system if they do not hear from Kim or Torres soon. In response, the Clown appears on the opposite side of the room, where he and his cohorts indignantly turn their backs toward Kim, Torres, and the members of Viorsa's species, going into a huddle as if to discuss the matter.
The Starfleet officers take the opportunity to ask the aliens about the Clown and they learn that the computer was designed to be adaptive, adjusting the environment according to the alien's thoughts and wishes. "Who wished him up?" Torres asks sarcastically as she looks toward the Clown. Viorsa explains that the Clown was an unintended side effect, generated over a period of months as a manifestation of the their fears about survival and recovery. As Kim observes that the Clown seems able to read their minds, the programmer explains that because the Clown is produced by the system that monitors their brains, in a manner of speaking he can. On the other side of the room, the Clown dances with the circus performers, seeming not to notice what is going on. He further explain that it takes several minutes for the system to process their thoughts; as they speak, the Clown reappears next to Viorsa to announce that he and his "friends" have made a decision. Torres will leave in order to inform Captain Janeway that if the Clown dies, his guests will die as well – including Kim, whom the Clown declares his new best friend, as Janeway is like a mother to Harry and would never kill him.
Back in the cargo bay, the recall subroutine activates when Torres activates the panel and Kes estimates that Torres will regain consciousness in about twelve minutes. "At least we'll finally get the answers to a few questions," Janeway tells Lieutenant Tuvok.
Janeway holds another meeting of the senior officers, sans Harry Kim, where she pensively asks if there is a way to let the Clown and the other characters exist safely. Unfortunately, Torres points out that to do so would require leaving someone in stasis permanently; The Doctor confirms this as he notes that the computer creates the characters using bioneural feedback. Further, he is unable to speed up the resuscitation process for the hostages by more than a few minutes without risking serious brain damage to them. In order to at least reduce the number of hostages, Janeway wonders how one negotiates with a manifestation of an emotion. Tuvok points out that fear is the most primitive biological response: the ability to recognize danger and run from it. Neelix lightly suggests they make the Clown laugh with a good joke since that always makes his fear dissolve, but as no one is amused, he quickly drops the subject. Janeway asks Torres to look for a way to run the system without bioneural interaction, but in the meantime, they need a safer method of communication that will not give the Clown another hostage.
Carnival-like music continues to play in the background and things have returned to normal in the virtual reality program, but there is a distinctly less cheerful atmosphere as Kim and the Kohl are left with nothing to do but ponder their situation. Viorsa mopes about the ordeal and laments the fact that Harry and his shipmates have been dragged into it, and the other aliens seem to share his feeling of hopelessness. Kim insists that the crew of Voyager is working on a method of escape and that they must do anything they can to help. Viorsa assures Kim that he will forget hope once he spends a few months with the Clown; shortly thereafter, the Clown senses Kim's thoughts of escape and approaches menacingly. "Naughty, naughty," the Clown chastises. "I don't like those thoughts." Although the programmer claims Kim is new and unable to help thinking about such things, the Clown claims that if the members of Viorsa's species can, then so can Kim. Then he seems to realize the difference between Harry being new and the aliens being old and decides with a maniacal laugh that the solution must be to make Harry old.
As the Clown laughs, Kim suddenly finds himself old and frail, his skin wrinkled, his hair gray. Unable to stand, he falls to his knees and reels weakly. The Clown points out Kim's fear of being old, of being cared for by nurses, as the little woman appears with a bottle and an oversized spoon. "Time for your medicine!" she declares, spoon-feeding Harry while the other characters egg the Clown on. Kim maintains a look of defiance, though he is obviously too weak to do anything. The Clown uses the fear of helplessness as a segue to the fact that Kim doesn't like being the "baby" of the crew. With another laugh, he transforms him into a sobbing infant and mockingly coddles the baby in his arms. Such things no longer faze the members of Viorsa's species, who look on helplessly as the Clown speaks to baby Harry as a mother would an infant. He loses interest after a few seconds and places Kim on the ground, where he turns back into himself.
Kim continues to defy the Clown despite this display of power, telling himself, "The only thing we have to fear is fear itself." As the Clown wants Kim to be his "friend," he resorts to more drastic measures. He puts on a large black rubber glove and admits that he knows what truly scares him. A fearful look crosses Kim's face as the Clown brings up a humanitarian mission Harry's parents once took a to a colony suffering the effects of a radiation disaster. Harry was only nine at the time. The Clown describes how Kim wandered off while visiting a hospital while the other characters place a gurney behind Kim and strap him onto to it. Sensing Harry's thoughts, however, the Clown urges him to keep repeating the phrase about fear. The performers mockingly echo Kim's words with the Clown. He also suggests another phrase from Kim's mind: "There's no place like home." Urging Kim to click his heels together, the Clown suddenly looks down at Kim's legs and notes with mock-dismay that they are restrained, much like a little girl Kim saw on an operating table in the hospital. The Spectre places a facial mask over the Clown's nose and mouth while the Clown re-enacts the scene Kim witnessed, wielding a scalpel and describing the way the little girl's eyes were filled with fear. Kim is terrified as the Clown brings the scalpel closer to his skin. He screams in horror, but just as the tension becomes unbearable, The Doctor politely interrupts the Clown's fun.
The Doctor grabs the Clown's hand and lifts it to demonstrate that one must position one's index finger properly on the scalpel to attain optimal dexterity. The Clown seems to consider this for a split second before he does a double take and asks who The Doctor is. Releasing Kim from the gurney, The Doctor explains that he is Captain Janeway's representative, sent into the system to negotiate with the Clown. However, the Clown is confused because The Doctor is not on the system. The Doctor says that he would be glad to tell the Clown all about himself later, but for now, he simply calls his presence a "miracle of technology." Janeway has offered to provide a simulated brain to allow the Clown to exist, but before The Doctor can explain the details of the plan, the Clown interrupts him. Gesturing toward Kim, the Clown calls The Doctor's bluff, as Kim thinks the plan is a trap. While Kim is unsure of himself, the Clown angrily solicits Viorsa's opinion. Viorsa suggests that the plan would work after a recalibration of the optronic relays, but the Clown knows this to be a lie as well. Since a simulated brain would leave the Clown at Janeway's mercy, he stubbornly refuses, despite The Doctor's claim that Janeway is willing to risk the hostages' lives in order to save them. Kim adds that he would rather die than remain with the Clown, who insists he needs all of the hostages and tells The Doctor to go away. The camera zooms in on a hopeful Viorsa as the Clown dances with the little woman and The Doctor reassures Kim he will return.
In sickbay, Janeway asks for The Doctor's take on the Clown. He describes the Clown as unstable and unpredictable, just as one might expect fear to be. Tuvok points out that the longer they wait, the greater the chance that the Clown will harm one of the hostages. Janeway wholeheartedly agrees, and since the Clown cannot be negotiated with its clear they will need to mount a rescue mission.
Torres and Chakotay join Janeway, Tuvok, and The Doctor in sickbay as Janeway asks whether they would be able to repair the brain damage caused by simply disconnecting the hostages. He concedes it is possible, but they would likely never be the same again. Additionally, Torres notes how smart it was for the Clown to reject the simulated brain proposal, as it is impossible for artificial means to replace brain functions. "I'll choose not to take that personally, lieutenant," The Doctor observes dryly. He mentions Viorsa's suggestion about the optronic relays, but Torres is unable to find any logic in the suggestion, as the optronic relays control the virtual reality environment and have nothing to do with neural functions. Tuvok assists here with his Vulcan logic, pointing out that Viorsa may have had another meaning. After considering the matter for a moment, Torres suggests that they might be able to disassemble the environment piece by piece if they interrupt the optronic pathways. Torres asks how the Clown was unaware of Viorsa passing on this information, and after The Doctor suggests that he had distracted him, Janeway tells him to return and divert the Clown's attention again. The race to save the lives of the hostages is on.
Inside the computer, the Clown pouts about his predicament, much to the disappointment of the other characters. The specter insists the Clown is ruining their festivities, which the Clown claims he cannot help. When the Spectre and the little woman suggest that the Clown take his mood out on the hostages rather than them, the Clown immediately cheers up and pretends to cry with joy. He suggests they play something called "the insect game," which appeals to the other characters greatly. Before they can begin their game, The Doctor reappears, once again ruining the Clown's good mood. Janeway has offered the Clown a cloaking device, The Doctor announces; the Clown claims to have one already, and with a spin, he makes a literal cloak appear on his shoulders. When The Doctor begins to describe a real cloaking device, the Clown is immediately intrigued.
Meanwhile, Torres removes a panel from the computer and tells Janeway she will have to disrupt almost forty pathways to disable the computer. Janeway nods affirmatively.
The Doctor continues to describe the captain's supposed plan in detail, essentially using as many big words as possible, and the Clown is skeptical. While Kim cluelessly claims that the plan is plausible, the Clown has yet to process Harry's thoughts fully and is unsure. He has forgotten about Viorsa, who sits in another area of the environment, listening in on the conversation and seeming to understand The Doctor's real intentions.
As Torres continues to disable the relays, the various elements of the environment begin to disappear. The Clown is oblivious, observing that he would love to meet Janeway and appearing unconcerned as he suggests that she come to one of his "parties" some day. "What's happening?" the Spectre exclaims as he disappears, alerting the Clown of the treachery.
"It's an attack!" the Clown screams. "Red alert! Red alert!" Suddenly, the performers return to the scene in full force, now fully aware of what Viorsa has done. The Clown furiously confronts Viorsa and orders the performers to take him as the executioner rolls the guillotine back on stage.
Torres has finished disabling more than half of the relays when Kes announces that Viorsa's norepinephrine levels are rising rapidly.
The characters bring Viorsa toward the guillotine, the merry clapping and head-bobbing from Kim's near-execution gone, the tone far more serious. He desperately pleads with them, insisting he did not do anything.
A force field of some kind appears between Torres and the optronic relays; although she is confident she can disable it, doing so will take time.
One of the characters pushes The Doctor away from Viorsa as he attempts to intervene, but as the character struggles to restrain him, it disappears. The Doctor pushes several characters out of his way and is initially successful in removing Viorsa from harm's way, but he is ultimately carried away – literally. As Viorsa is placed in the guillotine, the norepinephrine levels approach critical. The programmer's desperate cries are drowned out by the screams of anticipation from the characters, and when the executioner hits the button, they cheer with excitement.
Viorsa dies of a massive heart failure and the programmer's norepinephrine levels begin to rise sharply as the characters lead her toward the guillotine. Although Torres has less than ten pathways left to disable, Janeway hastily orders her to restore the entire system. "We've lost," she concedes glumly.
"We've won!" the Clown simultaneously declares as he and his minions celebrate their victory.
The Doctor believes Janeway should take comfort in the fact that she saved the hostages' lives, but she does not. She paces around the infirmary attempting to figure out what fear seeks, why people enjoy dangerous sports, roller coasters, and deactivated holodeck safeties. The Doctor observes that to seek fear is to seek the boundaries of one's sensory experience, but Janeway pensively wonders what fear seeks.
While Janeway tries to figure out what went wrong, the eerily cheerful music from before has commenced once again and the characters again form a conga line in celebration, forcing the remaining "guests" to dance with them. The Clown pulls Kim aside, and as the other characters dance around them, he warns Kim that he will have to punish him for Janeway's "little trick." For now, he merrily tells Kim to enjoy himself. However, The Doctor shows up once more, bringing the festivities to an immediate halt, to the Clown's chagrin. The Doctor informs the Clown that Janeway has offered him an ultimatum, something the Clown finds hilarious. He compares her to Napoléon after Waterloo or Chulak of Romulus after his defeat at Galorndon Core, but The Doctor warns that Janeway will terminate the program in sixty seconds regardless of the risk of brain damage to the hostages. The Clown nervously asks what Janeway's terms are, and as they talk, The Doctor periodically reminds the Clown of the number of seconds remaining. Under Janeway's proposal, the Clown would only keep one hostage, something he would never accept under normal circumstances. However, he is flattered that someone would choose to be with him when he hears the other provision is that the hostage will be Janeway; between that and the ultimatum, he agrees.
Contacting Janeway on the emergency medical holographic channel, The Doctor informs her that the Clown accepted and offers to return to the environment to supervise the evacuation process. Janeway tells him to assist with preparations for the hostages' return and gets into one of the stasis units.
Meanwhile, the various characters go about "cleaning" the artificial room in preparation for Janeway's arrival. Kim begins to reach for the escape panel, but the Clown insists that no one leave until Janeway's arrival. He looks invigorated as he begins to sense her presence, the system scanning her brain. However, he notes that Harry does not believe Janeway's plan; when Harry reminds him that Janeway would sacrifice herself to save the hostages, the Clown claims Harry does not appreciate his hospitality. As he speaks, the various elements of the environment disappear, leaving it barren as Janeway makes her entrance.
Circling the Clown as she sizes him up, Janeway reminds him of his promise to release the hostages. He notices Janeway's courage in entering into their agreement with no guarantee he would do so, but she claims that fear is a healthy thing most of the time and as such she has come to trust it. "Finally, someone who appreciates me!" the Clown declares, and with that, he lets Kim and the aliens go, urging them to come back to visit.
The recall subroutine activates and the hostages' body temperatures begin to rise. Torres estimates the process will be complete in approximately ten minutes.
Kim reassures Janeway that the crew of Voyager will find a way to rescue her, although she does not believe such a rescue attempt will be necessary. With that, Kim and the aliens disappear, leaving Janeway and the Clown alone. She asks about the delay between her thoughts and the computer's ability to process them, which the Clown describes as "an eternity of anticipation."
Back in the real world, the hostages' heartbeats return to normal as the resuscitation process enters its final stages. Kes and Torres monitor the events closely and Kes confirms that the hostages no longer need the artificial life support.
Janeway claims the Clown has wanted the ordeal to end since it began, but he dismisses her claim; after the trouble he went through to get her, he does not intend to let her go. A mirror appears and, admiring his and Janeway's reflection, the Clown observes that they make a cute couple. However, Janeway reveals that she has in fact fooled the Clown and is not Kathryn Janeway but a holographic image of the captain, sent into the system via the same method as The Doctor. The Clown does not understand since he can feel Janeway's presence, but the hologram reveals that while Janeway is on the system, she is not in stasis nor on the computer-controlled life support system – a fact she invites the Clown to verify once he becomes aware of Janeway's thoughts. As the hologram explains the method by which this was accomplished, the Clown is dumbfounded and the room itself begins to spin literally around him.
Kes and the medical staff help the members of Viorsa's species out of the stasis units, the resuscitation process complete. Tuvok monitors closely as Janeway lies in one of the stasis units, very much awake and with some kind of device on her forehead.
The Clown and the holographic Janeway now share the only light in the artificial environment, surrounded by pitch black. The lights become progressively dimmer as the hologram again confronts him with the fact that fear exists to be defeated. He claims Janeway tricked him, but she explains that Starfleet captains do not succumb to fear. Like all fear, the Clown will eventually vanish. The lighting all but gone, the Clown quietly admits he is afraid, to which Janeway whispers, "I know." All the Clown can respond with is a simple and whispered "Drat." With that, the lights fade out completely.
Memorable quotes Edit
"We could get Baytart transferred to the night shift!"
"We couldn't do that — could we?"
- - Tom Paris and Harry Kim
"So now you have an excuse to give your mother why you didn't practice while you were gone."
"Look, I'm trying to prepare for an important performance."
"Oh, really? Are we scheduled to rendezvous with the Delta Quadrant Symphony Orchestra?"
- - Tom Paris and Harry Kim
"This is not reality. It's an illusion!"
"When your only reality is an illusion, then illusion is reality."
- - Harry Kim and the Clown
"Now, what might cause a heart attack? Hmm, unmanageable stress, perhaps? Unmanagable fear?
- - The Clown, remarking on the Kohl who have died in their sleeping pods
"The only thing we have to fear is fear itself."
- - Harry Kim, quoting Franklin D. Roosevelt
"Let's get down to the issues, shall we?"
"How can I negotiate if I don't know what you're thinking?"
"I have a very trustworthy face."
- - The Doctor and the Clown
"The simulated brain..."
"... Would leave me at your mercy. No! They stay."
"The captain is prepared to risk the lives of the hostages rather than leave them under your control."
"Who is she to tell me what I have to do?"
"She's the one out there. With the 'off' switch in her hand."
- - The Doctor and the Clown
"Doctor, if we do simply disconnect the hostages...?"
"There would certainly be brain damage."
"How much damage? Could you possibly repair it?"
"Possibly, yes. Would Mr. Kim still be able to hold his clarinet when I was done? Possibly. The brain is such an interesting organ."
- - Janeway and The Doctor
"Don't be a poop!"
- - The Little Woman to the Clown
"Well you certainly know how to bring a party to a halt."
"I don't get out very much."
- - The Clown and The Doctor
"What will become of us — of me?"
"Like all fear, you eventually... vanish."
(whispered) "I know..."
- - The Clown and Janeway
Background information Edit
Story and script Edit
- The writer of this episode's teleplay was former Star Trek: The Next Generation scribe Joe Menosky, who was living and working in France when he wrote the script. He previously helped to develop the story of Star Trek: Voyager's first season episode "Cathexis", in collaboration with supervising producer Brannon Braga, and would hereafter return to Star Trek as a staff writer, serving as a writer-producer on Voyager from its third to seventh seasons.
- Director Marvin V. Rush was instantly impressed by the episode's teleplay. "The script fit me perfectly," he enthused. "I felt I was doing something incredibly important, and I couldn't wait to start!" (The Official Star Trek: Voyager Magazine, issue #15) Rush also found that he could relate to the story. "Personally, this was the most compelling Trek script I had ever read," he stated, "because from my own life I know what it's like to be paralyzed by fear." (Star Trek: Communicator, issue #108, p. 49) He further explained, "I've had an experience or two where I've been very afraid. But I've also been through experiences where I got over that fear." Phobias that Rush had managed to overcome were of heights and of public speaking. He had also been shot at and, in his childhood, was once hit by a car. His fear in tackling this episode was that he might fail to do the script justice. (The Official Star Trek: Voyager Magazine, issue #15)
- Some dialogue was added to the script upon the suggestion of Rush, who felt it was important that Janeway point out that fear is not entirely bad but also has its positives, such as reminding us Humans of our limits and alerting us of danger. Rush noted, "Michael Piller took my scribblings on a napkin and wrote the new dialogue." (The Official Star Trek: Voyager Magazine, issue #15)
- This episode's opening scene, in which Harry Kim and Tom Paris hold an idle conversation before Chakotay calls them to the bridge, was filmed as part of another episode, "Death Wish", but later edited out and reused here due to its generic nature.
- When Harry Kim claims, "The only thing we have to fear is fear itself" and The Clown mockingly echoes this statement, they are both quoting United States of America president Franklin D. Roosevelt. Similarly, when The Clown subsequently suggests to Kim the phrase, "There's no place like home," and sarcastically advises Kim to click his heels together three times, The Clown is referencing the 1939 film The Wizard of Oz.
- The episode's final script draft was submitted on 19 January 1996. 
Cast and characters Edit
- According to Marvin Rush, finding the right actor to play The Clown was imperative. "Casting was everything," Rush said. "If we got that one choice wrong, forget it! Throw the whole thing in the trash. It wouldn't have worked at all. That character had to be ridiculously over the top, completely self-absorbed, psychotic and fearful as well. He is fear in all its forms. He had to be able to leap from one emotion to the next, on a beat. It was a very demanding role." (The Official Star Trek: Voyager Magazine, issue #15)
- The producers thereafter became interested in casting Michael McKean in the role of The Clown. Marvin Rush noted, "We didn't read Michael. His name was suggested as well as two or three others." (The Official Star Trek: Voyager Magazine, issue #15)
- Michael McKean was eager to accept the invitation to appear as The Clown. He recalled, "It was one of those offers you know you're going to accept before you read the script, because you'll always be able to say, 'I did a Star Trek.' These shows are part of our culture." (Star Trek 30 Years, p. 76) McKean was attracted to accepting the role not only due to the cultural significance of Star Trek, however, but also thanks to his own personal history; he had watched Star Trek every weekend during his college days and had also been a big fan of science fiction literature. "So, having been both a Star Trek fan and a science fiction fan," he noted, "I was very eager to do Voyager." (The Official Star Trek: Voyager Magazine, issue #9)
- Marvin Rush was pleased to learn that Michael McKean had expressed interest in appearing as The Clown. "When I heard he was going to do it, I relaxed," Rush recalled. "I knew it would work [....] He was perfect for it." (The Official Star Trek: Voyager Magazine, issue #15)
- Enjoyment that Michael McKean received from doing the episode was evident to Marvin Rush, who admired the perseverance with which the actor tackled his role of The Clown. Rush said of McKean, "He had a blast doing the show [....] It was a hard job, though. He had early calls and a lot of makeup, and he carried the show. He was in almost every scene." (The Official Star Trek: Voyager Magazine, issue #15)
- An unusual casting choice was made for the extras of this episode, to lend a certain mood to several scenes. Jeri Taylor related, "We hired a lot of people from the Cirque du Soleil as background." (Star Trek Monthly issue 15) She elaborated, "We hired [them as] background performers [...] to provide a very strange, sort of carnival-like atmosphere." (Captains' Logs Supplemental - The Unauthorized Guide to the New Trek Voyages) Robert Picardo referred to this group of background performers as a "very odd cast of guest players." (Cinefantastique, Vol. 28, No. 4/5, p. 96)
- Michael McKean liked how certain aspects of The Clown marked him as being different from the surrounding characters, one such aspect being The Clown's somber appearance. "I loved that look," McKean enthused. "It was very right for the character, because everyone else looked sort of Cirque Du Soleil-ish. He was sinister and over-the-top." (The Official Star Trek: Voyager Magazine, issue #9)
- Michael McKean also enjoyed working with the series regulars, despite being initially unfamiliar with virtually all of them. "I had never worked with anyone on the show before, except Bob Picardo. We've known each other for years and years," McKean explained. "So, it was a very new experience for me [....] Garrett [Wang] and Roxann [Dawson] were terrific." Michael McKean was also impressed by Janeway actress Kate Mulgrew (of whom McKean said, "Kate is just this great professional. One of the things that I pride myself on is professionalism, and she certainly does too."). (The Official Star Trek: Voyager Magazine, issue #9)
- Both Roxann Dawson and Robert Picardo enjoyed working with Michael McKean here. Dawson enthused, "Michael McKean was just great." (The Official Star Trek: Voyager Magazine, issue #12) Likewise, Picardo considered McKean to be "a wonderful guest star" in this episode. (Cinefantastique, Vol. 28, No. 4/5, p. 96)
- Marvin Rush was pleased by the chemistry that the series regulars, especially Robert Picardo, had with Michael McKean. Rush said of Picardo, "He was brilliant in his confrontations with The Clown. His deadpan, straight-ahead, no-nonsense character contrasted with McKean's out-of-control, manic-depressive quality." The director added, "I loved working with Michael and the rest of our cast as they interacted with him. It was so creative; I felt light as air." (The Official Star Trek: Voyager Magazine, issue #15)
- Robert Picardo thought that the episode's use of The Doctor as a hostage negotiator was "an interesting way" to see him on "a different set" than just sickbay, remarking that this facet of the story was "great fun". (Cinefantastique, Vol. 28, No. 4/5, p. 96)
- Despite the part of B'Elanna Torres being relatively small in this episode, Roxann Dawson still thoroughly enjoyed the installment. She said of "The Thaw", "I didn't have a whole lot to do in that, but I thought it was a brilliant episode. It had a lot to say and certain moments were just chilling, especially the death of Fear." (The Official Star Trek: Voyager Magazine, issue #12)
- Straight after working on this installment, Kes actress Jennifer Lien commented on the cast's feelings about the episode: "The general consensus among the cast is that it's a strong, thought-provoking and funny story with a very original concept. It's just an incredible episode and one that I personally like." (Dreamwatch special #23, p. 21)
Props, makeup, and sets Edit
- For this episode, Voyager's props department created full-scale mock-ups for not only an alien corpse but also the young Harry Kim, for the scene in which The Clown reduces him to a baby. (Star Trek 30 Years, p. 46)
- Marvin Rush had early discussion about The Clown's carnival-like environment of this episode with production designer Richard James. The director explained, "Richard and I talked about that look from the outset. It was fairly clear from the script that the episode needed the carnival atmosphere. And that was one set, believe it or not. It came down in size for budgetary reasons." (The Official Star Trek: Voyager Magazine, issue #15)
- Several members of Richard James' crew of painters worked through the last weekend of January 1996, missing the Super Bowl on Sunday 28 January 1996, to paint the circus-inspired, color-soaked floors of this episode. To commemorate the event, the men were photographed lying on the floor of the set, holding hands with their heads forming a circle. An 8 x 10 color copy of this photograph was thereafter mounted on a billboard in Richard James' office on the Paramount lot and remained there until at least a year later. (Star Trek: Communicator, issue #111, p. 51)
- Marvin V. Rush actually served most frequently as a Director of Photography on the Star Trek spin-off live-action series. Having been permitted by Rick Berman to direct TNG: "The Host", he had subsequently made known his desire to direct an episode of Star Trek: Voyager, a wish that was fulfilled with this episode. (A Vision of the Future - Star Trek: Voyager, p. 104)
- Rush was influenced by the work of Italian filmmaker Federico Fellini. "I had recently screened 8½, Fellini's masterpiece. When I read the script for 'The Thaw,' that movie was still fresh in my mind. I thought, 'God, what an inspired take on this! We're going to do 'The Thaw' as if Fellini was doing it.' So, his work was certainly an inspiration to me to create something very different." (The Official Star Trek: Voyager Magazine, issue #15)
- The fact that Rush could relate to the themes explored in this episode helped him film the installment. "This [was] so perfectly suited to me in terms of something I know about and believe passionately in, that directing the show was easy." Rush continued by relating that, in his lifetime, he had had many fearful moments, concluding, "All those fears and moments of terror were very clear in my mind." (The Official Star Trek: Voyager Magazine, issue #15)
- Nevertheless, Rush invested a great deal of effort in the episode. He recalled, "I put all my passion and joy into it... it was the most intensive seven days of my life! – 14 if you count prep. I went way out on a limb to tell the story, as far as I could imagine, and it worked." Rush also praised the luck of raising Michael McKean's performance to its hilt, noted the results and "ultra-supportive" help of the production staff, and was appreciative of some mentoring from biking partner and veteran Star Trek director Les Landau. (Star Trek: Communicator, issue #108, p. 49)
- Because The Clown's carnival-like environment was made smaller, Marvin Rush tried, during production, to make the set seem larger than it actually was. "We had to be creative with staging–we didn't want it to look like we were in one small place. By moving things around, we were able to do it." (The Official Star Trek: Voyager Magazine, issue #15)
- Lighting and filming techniques were utilized to enhance the same set's bright colors. Marvin Rush explained, "Doug Knapp, normally my camera operator, was the director of photography on the episode, and he did a beautiful job. He helped create that carnival quality and the lush look of those sets. If they had been lit more flatly and less colorfully, they could have harmed the show. Also, I suggested to Doug that we use a color-enhancing filter to grab the red and blue wavelengths and cut down on the middle colors. We used the filter on all the stuff inside the virtual-reality set, giving the show some really saturated, vibrant colors that just scream at you." (The Official Star Trek: Voyager Magazine, issue #15)
- During this episode's tiresome production period, the scenes of the episode were filmed in much the same order as they appear on screen, with the last scene that Michael McKean featured in being the one wherein The Clown realizes that "Janeway" is actually a hologram. McKean said of the production, "It was hard work [....] We had long, 16-hour days. I was as tired as I've been in my life. We shot it pretty much in sequence. That last scene was huge. The on-screen personnel were pared down to just me and Janeway. Everyone was so frayed at the edges because of the hours we had put in. All of the emotions came to the surface and it was all fun to play. It came off so powerfully that it was all worth it." (The Official Star Trek: Voyager Magazine, issue #9)
- To show Janeway conquering her fear at the end of this scene, the episode's last shot of The Clown is a close-up that fades to black, representing fear disappearing. "That's one of two key moments in the show," Marvin Rush, who devised the image, commented. "The first is when the projection of Janeway appears on the set, walks over to The Clown and circles around him, closing in on him. Her speech, where she talks about the nature of fear, and the final fade-to-black–basically we spent the whole episode getting those two moments." (The Official Star Trek: Voyager Magazine, issue #15)
- Marvin Rush was extremely pleased with the results of his efforts here. "It was so much more satisfying than anything I've ever done before or since," he raved, "and I will treasure the experience for the rest of my life [....] I'm very proud of 'The Thaw.'" In addition, however, Rush speculated, "Another director would also have done a great job, because the script was so good." (The Official Star Trek: Voyager Magazine, issue #15)
- Both Michael McKean and executive producer Jeri Taylor were impressed by Marvin Rush's directorial work on this episode. Taylor said of Rush, "He was probably just the right person, with his visual eye, to do this show." (Captains' Logs Supplemental - The Unauthorized Guide to the New Trek Voyages) Likewise, McKean remarked, "Marvin was great [....] He has such an eye for detail and, as a person, his heart's very close to the surface." (The Official Star Trek: Voyager Magazine, issue #9)
- Robert Picardo believed this episode's visual style was similar to that of Star Trek: The Original Series. He commented, "Looks-wise it's very much like an original series episode. It has vibrant colors." (Cinefantastique, Vol. 28, No. 4/5, p. 96)
- This episode shares several thematic elements with DS9: "Move Along Home". In both episodes, crew members are transported to a surreal environment, where causality and logic are deranged, and where they are mocked for their efforts to escape.
- Per Captain Janeway's condemnation of them, apparently roller coasters are still enjoyed by children in the 24th century.
Reception and aftermath Edit
- This episode achieved a Nielsen rating of 4.7 million homes, and an 8% share. It was the second least watched episode of Voyager's second season (on first airing), watched by only slightly more people than the penultimate installment of the season, "Resolutions". 
- Jeri Taylor proclaimed her verdict on this show: "A wild episode. It looked unlike anything we've ever done on Star Trek. It takes place in a virtual reality, and it's a pleasant place gone demonically bad." (Captains' Logs Supplemental - The Unauthorized Guide to the New Trek Voyages) She also remarked, "'The Thaw' is a wild thing – this is one of the most stylish and different-looking episodes we've ever done [...] It's really very bizarre." She added that – with Michael McKean playing a "demented clown", and the background performers from Cirque du Soleil – the episode had "very much the feel of a carnival gone bad – very spooky and creepy." (Star Trek Monthly issue 15) Taylor also cited this episode as among the best of Voyager's first two seasons and said, "'The Thaw' was a very unusual look for us and I thought that worked very well." (The Official Star Trek: Voyager Magazine, issue #10)
- Marvin Rush also felt that this episode was unique and special. "I don't think there has ever been a Star Trek episode like it," he said. In addition, he noted, "I think it's a really good episode." (The Official Star Trek: Voyager Magazine, issue #15) Following his work here, Rush went on to direct a second episode of Star Trek: Voyager, the third season installment "Favorite Son".
- Also following this episode's production, Rush repeatedly discussed the making of the episode with Michael McKean, whose performance was ultimately very popular with Star Trek's fans. "He and I have talked many times about it," Rush noted, during the fourth season. "He has gotten hundreds of fan letters over the part." (The Official Star Trek: Voyager Magazine, issue #15)
- Cinefantastique rated this episode 2 out of 4 stars. (Cinefantastique, Vol. 28, No. 4/5, p. 105)
- Star Trek Monthly scored this episode 3 out of 5 stars, defined as "Warp Speed". (Star Trek Monthly issue 20, p. 58) Despite this relatively lukewarm rating, John Freeman, an editor of the same publication, later cited this episode as his favorite from the entirety of Star Trek: Voyager. (Star Trek Magazine issue 119, p. 77)
- The unauthorized reference book Delta Quadrant (p. 118) gives this installment a rating of 8.5 out of 10.
- The stasis beds from this installment were later reused in the fourth season episode "One". (Star Trek: Voyager Companion, p. 246)
- Similarly, several costumes from this episode were sold off on the It's A Wrap! sale and auction on eBay, including the costume of Jean-Luc Martin. 
Video and DVD releasesEdit
- UK VHS release (two-episode tapes, CIC Video): Volume 2.10, 7 October 1996
- As part of the VOY Season 2 DVD collection
Links and references Edit
Also starring Edit
- Robert Beltran as Commander Chakotay
- Roxann Biggs-Dawson as Lieutenant B'Elanna Torres
- Jennifer Lien as Kes
- Robert Duncan McNeill as Lieutenant Tom Paris
- Ethan Phillips as Neelix
- Robert Picardo as The Doctor
- Tim Russ as Lieutenant Tuvok
- Garrett Wang as Ensign Harry Kim
Guest stars Edit
- Thomas Kopache as Viorsa
- Carel Struycken as The Spectre
- Patty Maloney as Little Woman
- Tony Carlin as physician
- Shannon O'Hurley as programmer
Special guest star Edit
Uncredited co-stars Edit
- Taylor Chong as infant Harry Kim
- Damaris Cordelia as security officer
- Tarik Ergin as Ayala
- Jean-Luc Martin as big head sack suit guy
- Tom Morga as clown guard
- Louis Ortiz as Culhane
- Henry Reichenbach as Executioner
- Unknown performers as
2358; autonomic nervous system; back-up system; Baytart, Pablo; biosignature; biosphere; canvas; Chulak; clarinet; cloaking device; communication satellite; computer virus; data stream; eco-recovery; encephalographic reading; epinephrine; festival; Galorndon Core; gesture; guillotine; heart attack; heart failure; hibernation pod; holodeck; humanitarian; insect game; kilometer; Kim, John; Kim, John; Kim, Mary; Kohl settlement; Jazz impromptu; Libby; marble; medical tricorder; Miral; Mozart, Wolfgang Amadeus; optronic pathways; neural interface; Nicoletti, Susan; nightmare; operating table; optronic pathway; party; planner; programmer; radiation; recall subroutine; red alert; roller coaster; Romulus; Roosevelt, Franklin D.; scalpel; solar flare; Starfleet; subroutine; tricorder; ultimatum; Viorsa's species; Waterloo; Wizard of Oz, The
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