The fighter plane changes type several times. One might speculate that the planet built several different aircraft, or rebuilt it whilst in the air, but sometimes it changes type literally from one shot to the next. In some shots there is even a second aircraft.
The episode features Barbara Baldavin, who played Ensign Angela Martine in "Balance of Terror". She's also referred to as Angela in this episode too... but when Kirk beams down, he refers to her as "Teller".
Theodore Sturgeon submitted a story outline for a sequel to this episode, but it was not produced.
William Shatner wanted to have a scene where Kirk wrestled with the tiger. Fears for his safety prevented it from happening.
The original plan was for an elephant to appear in the episode. Although it was never used, it became a long running joke for staff members to wonder when the elephant would finally appear.
Although he can hardly believe what he saw, McCoy dutifully calls the ship to report it. Kirk smilingly accepts the report before dismissing it out of hand, assuming it to be a practical joke on McCoy's part. Spock approaches Kirk with news of a crewmember who is displaying signs of stress and poor performance. Kirk orders the person to take a break on the planet, only for Spock to reveal that he is talking of Kirk himself. The Captain beams down with Yeoman Barrows for a little R&R. However, we see that somehow, a pistol has appeared on the surface. Kirk meets up with McCoy, who has found paw prints confirming his rabbit. Kirk signals the Enterprise and orders them to hold off on beaming down their crew for shore leave. Suddenly shots ring out in the distance; the officers race over to find Sulu shooting the pistol, enthused at the antique which is as good as anything in his collection. Spying the footprints again Kirk orders Barrows and Sulu to follow them whilst he and McCoy check out the glade. As they head there an antenna pops up behind them, apparently scanning them.
As they walk Kirk muses about his academy experiences, where he was tormented by an upperclassman called Finnegan. Kirk was often the butt of Finnegan's practical jokes. They separate, McCoy following the rabbit prints whilst Kirk follows the girl's footprints. As he walks through the fields Kirk is astonished to encounter Finnegan, who jovially challenges him to a fight. After a little taunting Kirk begins to accept, only to hear screams in the distance. He breaks off and runs, meeting McCoy on the way. They find Barrows crying, her uniform torn. She reports being attacked by a mysterious man who she compares to Don Juan - a fictional character she was just thinking about. Kirk leaves McCoy with Barrows and chases off after Sulu, who had pursued the character. As he runs he fails to notice another antenna scanning him...
Kirk can't find Sulu but he encounters somebody even more startling - Ruth, an old flame of his. He is contacted by McCoy, but shrugs it off. Another member of the landing party, Rodriguez, reports that he saw a flock of birds - on a planet that is not supposed to have any animal life. Kirk orders everyone to assemble at the glade to compare notes and reluctantly leaves Ruth behind.
Spock signals with reports of a power source on the planet. It is a highly advanced source, indicating large scale industrial engineering of some sort - and worse, it is draining power from the Enterprise. The oddities continue to pile up. Barrows is commenting on the fairytale surroundings and how a girl should be wearing flowing gowns here, only to find exactly those clothes nearby. McCoy's urges her to change into the dress, promising not to peek as she changes. He gets a call from Esteban to head for the rendezvous, though communications is rapidly failing. Matters are further complicated by Esteban having to hide from a tiger!
Kirk talks to Spock on the ship, discussing what they have seen. He doubts that they can be hallucinations, but declines Spock's offer to beam down an armed party. Sulu arrives, having been chased by a Samurai warrior! Spock manages to beam himself down before power on the Enterprise falls too low. At the glade McCoy and Barrows arrive, only to find a knight prepared for jousting! McCoy declares that the mysterious appearances on the planet cannot be real, and therefore can't be capable of harming them - when the knight charges he stands his ground, only to be impaled and killed instantly. With their phasers now inoperative Kirk guns the knight down with Sulu's antique pistol.
Barrows blames herself for the death, but Kirk forces her to snap out of it and focus on their work. Sulu examines the knight only to find that it isn't a real person, but rather some sort of non living dummy. Spock scans it and finds that it is some sort of mechanical contrivance, a manufactured object - as are all the plants around them. Apparently everything on the surface is a mere artificial creation.
Nearby, Esteban and Angela Martine see an early aircraft flying around - something he was just talking about recently. The aircraft strafes them, killing Martine. Back in the glade the officers find that both McCoy and the knight have vanished. Spock thinks he has an answer, albeit an unlikely one. It appears that whatever people are imagining is coming to life before their eyes. He proves the point by asking Kirk to remember what he was thinking about earlier, only to see Finnegan pop up again. Kirk chases Finnegan down and demands to know what is going on, and the two engage in an extended fight. Kirk is finally victorious. Spock appears to reveal his theory; their thoughts are being read by whatever machines exist on the planet, and whatever they think of is being manufactured instantly and presented to them. Kirk and Spock race to the glade, dodging tigers and aircraft and Samurai along the way. Kirk assembles everyone and puts them to attention in an effort to focus their thoughts and prevent more things from appearing.
A strange man appears and announces that he is the caretaker of the place. He apologises for what has happened, saying that he has only just realised that they didn't understand what was happening. The whole planet was built for his race as an amusement park, a place where people could come and have absolutely anything they imagine appear, live out any fantasy or wish. Kirk is still angry about the deaths... but McCoy arrives with a chorus line girl on each arm to announce that nobody has died! He was taken to the subsurface support machinery and patched up, good as new.
The caretaker tells Kirk that he doesn't think the Federation is ready for contact with his people, but he does offer to let the Enterprise crew beam down and enjoy themselves on the planet for a while. Kirk agrees, telling the ship to prepare everyone to have the best shore leave of their lives. As Ruth reappears, he also decides to stay himself.
A while later everyone returns, having had a great time on the planet and looking much more relaxed for it. They ship heads out of orbit to resume their mission.
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