The USS Enterprise-D is calling at Starbase 74, in orbit around the planet Tarsas III, for a maintenance check and upgrades. The ship docks, and Captain Picard and Commander Riker go to meet the maintenance crews. The crews’ leader, Commander Quinteros, greets them and tells them he was in charge of the team who constructed the Enterprise. Also with him are the Bynars, two aliens named One Zero and Zero One who work as a unified pair–neither male nor female. They have recently completed a successful upgrade to the computer aboard the USS Wellington, and will be upgrading the computers on the Enterprise, as well as making repairs to the holodeck. They seem a little bit annoyed when Picard announces they have only 48 hours to work, but Quinteros assures the captain that the Bynars are working fast.

Riker and Picard discuss the Bynars on the way to the bridge. Apparently, over time they have become so interconnected with the master computer on their home planet that their thought patterns are as close to binary code as is possible.

In the turbolift, the two discuss their plans for the downtime. Picard plans to relax with an old novel in his quarters, but Riker hasn’t decided yet, as he doesn’t manage his time off very well. “Something’ll turn up. It always does“, he tells Picard. On the bridge, Wesley Crusher is watching the Bynars work. They have been joined by two more of their species, to make up for the limited time they have. Picard goes to his ready room, and Riker tells Wesley to keep an eye on the Bynars, as he doesn’t altogether trust them. He then leaves to have a strawl around the ship.

Act One

Riker is walking the decks. He meets Worf, Natasha Yar, and two other crewmembers on their way to play a game of Parrises squares with some of the starbase maintenance crew. They invite him to join, but he declines; they already have the requisite team of four, and switching off mid-game disrupts a team’s rhythm. Instead, he wishes them luck, but Worf’s reply seems too forceful. Yar assures him, though, that Worf is probably joking; he is picking up a sense of humor. As they leave, the lights dim in the corridor. Inquiring at a wall interface, Riker learns from the computer that uninhabited sections of the ship are being selectively shut down to free computer resources and facilitate the systems upgrade.

Satisfied with the explanation, he next drops in on Data, who, with the help of Geordi La Forge, is exploring his creativity by trying to paint a creative picture in the observation lounge. Riker amusingly tells the two to take notes; a blind man teaching an android how to paint is bound to be of scientific significance someday.

Riker then visits sickbay, where Dr. Beverly Crusher is getting ready to meet Professor Terence Epstein, the leading mind in cybernetics who had lectured at her medical school. She is highly excited with the chance to meet such an expert, mentioning that, since the disaster at Micromius, she has been working on an approach that combines cybernetics and regeneration. She keeps talking about the professor with Riker even as she heads for the turbolift.

Finally, Riker approaches Holodeck Four, where two of the Bynars are working. They tell him the holodeck is repaired, enhanced, and ready for use, so he creates a jazz club, the Bourbon Street Bar, in New Orleans, 1958, a trombone, a trio accompaniment, and a one-woman audience. He experiments with various looks and hair colors for his female companion until he finally gets what he wants: a brunette who is more alluring and realistic than anything he has ever seen on a holodeck.

Riker starts to chat with her and learns that her name is Minuet, and that she likes all Jazz except Dixieland, because you can’t dense on it. He then asks her what’s she’s doing here, and she responds she was waiting for him. Minuet start flirting with Riker, who seem to fall under her charms.

Act Two

On the bridge, Wes asks the Bynars how they can process information so fast. They tell him they store information in buffers and save it until they need it. Wesley is amazed at the advantages a society so intermixed with computers can have, but the Bynars say that there are also a few disadvantages.

Picard emerges from the ready room. Upon learning that Riker is on the holodeck, he decides to join him there.

Riker is playing the trombone with a backing group. When he’s done, one of the players tells him “the chick digs you”.

He tells Minuet he has to leave, but she asks him to dance with her and he accepts. He still can’t get over how realistic she is. She asks him why his work “consumes and enthralls” him. He tells her that his posting on this ship, working with his colleges, is a dream come true. He asks her how far this relationship can go, how real she is, and she simply responds “as real as you need me to be”, and they start kissing passionately when Picard walks in.

On hearing the captain’s name, Minuet speaks to him in French.

Minuet asks Picard to join them, and Minuet praises him, telling him Riker is a credit to his captain. Picard is also highly impressed with the program, commenting how it adapted to speak French to him.

On the bridge, Wesley calls Data and tells him that there is a problem in engineering. The magnetic containment field that holds the antimatter is reporting difficulties. Data and La Forge rush down to engineering and learn that the containment field is deteriorating ; a containment breach will destroy the ship. Data initiates a red alert while La Forge tries to determine the source of the problem, but he can’t halt the collapse. They quickly learn that they have only four minutes until the antimatter is released. Unable to reach Picard, Data makes an emergency command decision and broadcasts an “all hands” message ordering everyone on board to abandon ship.

Act Three

Instructions are broadcast through the ship, instructing people to appropriate transporter rooms for beam-off to the starbase; Wes is among the first to leave this way. Others leave via the gangway. The commotion attracts Yar and Worf at the starbase, and they’re quickly filled in. On the bridge, Data and La Forge set the autopilot to put the maximum distance possible between the Enterprise and any inhabited area. Though the computer reports they are the last two aboard, Data is concerned for Picard since, as captain, he is usually the last to leave, but there is no time to search for him.

They beam onto the starbase, and are told by Yar, Worf, and Dr. Crusher, who had been on the starbase since before the emergency, that Picard and Riker aren’t there either. Data wants to return for him, but there’s no time. As the Enterprise starts to move out of the starbase, the magnetic field suddenly restores itself. The ship, no longer in danger, clears the starbase and jumps to warp.

Picard and Riker, unknowing of what has been going on this entire time, are still in the holodeck, amazed at how intuitive the program is. When Picard tries to leave, however, Minuet becomes nervous and goes to great lengths to make him stay. He gets suspicious and orders the holodeck exit to show. Upon the emergence of the holodeck arch and the opening of the doors, he and Riker discover the red alert, learning there is no one on the bridge.

Picard consults the computer and learns the details of the situation. They come to a conclusion; the Bynars have stolen the Enterprise for some reason. They question Minuet, who tells them she was programmed by the Bynars to keep Riker busy. Picard’s presence was just a lucky coincidence. She is not able to tell them what the Bynars want with the ship.

On Starbase 74, Data asks what the nearest Starfleet ship is. When he learns it’s the Trieste, he dismisses it as too small and too slow, to which Commander Quinteros replies that even if it is the ship closest to the starbase, it is still too far away. Then Data notices that the Bynars are missing and deduces that they stole the ship. He also guesses their most likely course: their homeworld, Bynaus.

Back on the Enterprise, Picard and Riker enter the weapons room to obtain phasers. It is now up to them to retake the ship.

Act Four

Picard and Riker have a momentary disagreement about a course of action, but Riker eventually follows Picard into main engineering. Facing an unknown opposition, they must assume the worst, so they activate the one function of the ship that requires both of them to consent: the auto-destruct sequence. Riker is a bit reluctant since they’ll only have five minutes once the auto-destruct is activated, but should they retake the ship, they can stop the countdown at the bridge. As they leave, Picard notices that huge amounts of information are being stored in the ship’s computer. Finding access to the turbolift blocked, they decide to use the transporter room.

La Forge tells the others that there is no response from the Enterprise, and Worf states that someone else must be in control of the ship. Data blames himself for what happened, claiming that he was negligent of his duty since he doesn’t require rest or recreation and thus theoretically can be on duty constantly, but the others console him by saying that the incident could have occurred even if he was present on the bridge. The ship nearest to readiness in the starbase is the USS Melbourne, but it’s still eighteen hours from being ready.

Using a timed delay, Picard and Riker both beam onto the bridge at the same time and in different locations in order to give themselves a better chance of retaking the ship should they meet resistance. Upon arriving, they find the four Bynars, collapsed near the entrance to the observation lounge. Two of them ask for help before they pass out.

Act Five

With the bridge under their control again, Picard and Riker deactivate the auto-destruct sequence and find that they’re in orbit around Bynaus. All the equipment on Bynaus is inert, and no one is responding; they reason they’re probably dying like the ones on board. Another look at their computer shows it completely packed with data – a core dump from the main computer on Bynaus – but they can’t access it.

They go back to Minuet, who tells them that a star in the Bynaus system went supernova. The electromagnetic pulse was going to knock out the main computer, so the only option was to back up its contents into the only mobile computer large enough: the computer aboard the Enterprise. However, the star went supernova sooner than expected and the Enterprise arrived later than expected at the starbase, leaving them no time for consultation and forcing them to resort to their desperate action. Riker and Picard must now restore the computer before it is too late, but not even Minuet knows the means to access it.

They return to the bridge, where Picard contacts Data. Data tells him that the Bynars would want them to access the stored file, which would be called something simple; based on the Bynars’ way of thinking, the most likely name is an 8- or 16-character binary string.

Riker runs some 8-bit possibilities and they find the file called 11001001. They both have to work together, as the Bynars do, to access the information. The Bynaus computer reboots and the Bynars awaken.

The Bynars tell Picard they didn’t ask for help because they were afraid that they might be turned down; their situation was too desperate to gamble on such an uncertainty. They trapped Riker because they thought they might need someone to restore the computer for them.

Given that everything is in order, and he got his ship back, Picard settles the matter. He then takes the conn, and they return to Starbase 74.

The crew comes on board and the Bynars are led off to face a hearing. Riker returns to the holodeck, but the Minuet he knew is gone; in her place is another brunette – similar looking to his, but nowhere near as perfect. Disappointed, he returns to the bridge. Picard suspects that maybe it was part of the Bynar’s programming, stating, however, that “some relationships just can’t work.” Riker sighs, admitting that she will be difficult to forget.