This episode is actually popular among many fans, to the point of often being cited as the best episode of first season. I can maybe understand some of the reasons for this abstractly, but my main reaction is befuddlement, since in my view the episode has few redeeming qualities, and even back in the day, I never much cared for it. I mean, sure—at least, in contrast to too many other episodes this season, I do more or less get what the writers were going for with this one, and it’s not utterly pointless in a barely-has-a-plot, random-collection-of-recycled-elements sort of way. And as I commented in discussing “Coming of Age” (this episode’s prequel, as it were), I totally applaud the writers for attempting something more ambitious and consequential with this episode than has been the norm for the show thus far. However, nothing about this story feels real enough to be taken seriously, and none of the ways in which the story could have been made to actually explore interesting themes was pursued.
For starters, it’s my understanding that the initial idea here was for there to be an actual conspiracy within Starfleet, but that this was abandoned in favor of a “mysterious aliens taking over Starfleet personnel” type conspiracy for consistency with Gene Roddenberry’s positive vision of twenty-fourth-century humanity. The thing is, while I do agree that the original idea is inconsistent with Trek’s fundamental premise, the plot used instead—while unobjectionable from that perspective—is much less interesting or pointful. To do the original story would have required changing the tone and premise of the entire series, as well as devoting a substantial number of episodes (over the course of, say, an entire season) to the development and resolution of the conspiracy plot. But even to do properly the story that they actually did opt for would have required gradual development over several episodes—and even more importantly, it would have required thinking a lot harder than anyone evidently did about what the point of the story was going to be. For instance, the plot of the episode contains a significant irony: the only actual conspiracy of Starfleet officers (as distinct from mysterious aliens controlling Starfleet officers) is the one that recruits Picard to resist and fight against the alien “conspiracy.” This could have raised thematic questions around taking the law into one’s own hands, the definitions of duty and loyalty, and the dangers of becoming what you’re trying to fight—but alas, it doesn’t actually raise any of these issues. Instead, the plot of the episode ends up being (to paraphrase Homer Simpson) “just a bunch of stuff that happens,” with no particular thematic significance.
Relatedly, Picard’s dilemma over whether to believe the near-treason that he is hearing from his “old friend” Walker Keel or to distance himself from it has genuine story potential, but really needed an entire episode to be played out. Instead, it gets dealt with very briefly (mostly in a single scene)—and Picard’s speech to Troi in that scene about the significance of his long-standing friendship with Keel, and its influence on his decision, rings quite hollow in the absence of anything making it particularly concrete. Indeed, Walker Keel is portrayed so woodenly and creepily that the idea that he is Picard’s “old friend” fails to come alive at all. And perhaps the weirdest thing of all about this section of the episode is the way Picard carefully keeps Dr. Crusher out of the loop about what is going on—even going so far as to lie to her about having seen Walker! The episode establishes that the three of them were once part of the same circle of friends (indeed, that Walker introduced Beverly to her husband!), but when Picard needs to talk through the dilemma of whether to trust Walker or not, he confides in Troi, but not in Beverly? This was definitely a huge missed opportunity, character-development-wise.
Getting down to what the episode actually does do, its #1 problem is the blazing implausibility of a covert alien takeover of Starfleet getting as far as this one did, and then being taken down as quickly and easily as this one is. As shown, the implausibility is mostly concentrated in the first part of that—the ease-of-takeover part—inasmuch as the possessed officers all have little alien-tails poking out the backs of their friggin’ necks!! Naturally, this fact—which no one anywhere else has yet managed to notice—gets discovered by the Enterprise personnel in a matter of minutes. More broadly, the quick-and-easy triumph of Picard and his officers over the aliens completely pulls the rug out from under the episode’s attempt to tell a story that feels big and significant. It also makes the officers who initially became aware of the conspiracy and recruited Picard to their little cabal look rather incompetent.
Finally, every moment of the “the Enterprise goes to Earth to confront Starfleet brass” portion of the episode comes off as totally fake. From the throwaway captain’s log line about the fact that “starships don’t normally go to Earth” (which comes across as an unnecessary and self-conscious apology from the writers, who apparently worried that this didn’t constitute “bolding going…”), to the lame fact that Starfleet headquarters appears to be staffed by a total of four people (all of whom are at the beck and call of Starfleet captains who pay unscheduled visits in defiance of their orders), to the way-too-obviously-forced air of cheerful hospitality that the admirals all wear while they interact with Picard, the whole thing is utterly botched. (When the Enterprise first arrives and communicates with the brass from orbit, and someone comments that they “seem normal enough,” my reaction is: really??) Contrast, for example, the portrayal of Starfleet HQ here with the depiction of a Starbase back in the Bynars episode, which I called out at the time as unprecedentedly vibrant and convincing for the series thus far! Then, on top of all of this, the writers seem to feel the need to throw in a gross-out scene where everybody eats bugs, as well as a thoroughly gratuitous and quite uncharacteristic bit of graphic gore when Picard and Riker kill Remmick and the alien inside him. Why? (If any part of the motivation for the latter scene was an attempt at cheap audience gratification as a follow-up to Remick’s dickish behavior toward the regulars back in “Coming of Age,” then I find it in extremely poor taste—both because being kind of a dick hardly merits getting bloodily slaughtered, and because since his dickish behavior didn’t even feel believable at the time, I hold the writers—not the barely-sketched-out two-dimensional character—responsible.)
In short, while I like that this episode has grand ambitions, the writers bit off way more than they could chew—then failed to even really try chewing it. The result, unsurprisingly, is a damn lousy episode.

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