This episode marks the first time Scotty is seen in command of the Enterprise.
The exterior sets for Beta III were filmed at the 40 Acres backlot, where "Miri" and "The City on the Edge of Forever" were also shot.
This is the first episode ever to mention the Prime Directive.
A subplot was written in which Lindstrom fell in love with a native, but was cut.
Captain Kirk beams down with Spock, McCoy, Lindstrom, Leslie and Galloway to investigate what has happened. They find the whole population acting rather like Sulu; walking around in a kind of docile mindless daze. However, as "the red hour" arrives everybody launches in an instant into "the festival", a period of debauched rioting. Hiding from the crowds the landing party take shelter with Reger, renting a room. In the morning the festival ends, and in a moment everybody reverts to a docile placidity again. Their questions about the festival make Reger realise that they are not "of the body", and he asks if they are "Archons". As they talk a pair of lawgivers arrive, robed figures bearing the weapon used on Sulu earlier. The lawgivers demand that Kirk and the party accompany them to be "absorbed", and appear confused and at a loss as to what to do when he refuses.
Reger takes them to a safe place, but on the way the population begin to attack them - with Lieutenant O'Neil amongst them. They use phasers to stun the crowds and escape. Reger explains some of their history; the planet is ruled by Landru, who controls everyone's mind to make them docile and obedient - of the body, as it is called. Anybody who is not of the body can be absorbed by Landru, overcoming their mind. In the past the Archons came to the planet, but their ship was pulled from the sky and they were either killed or absorbed by Landru.
Hearing this, Kirk contacts the Enterprise and finds that powerful heat beams are being fired at the ship from the planet. The shields are holding up to it, but it is taking all of the ship's power - with nothing for engines, escape is impossible and the orbit is steadily decaying. Unless the beams can be terminated at the source, the ship is doomed.
Landrus is able to home in on the communicator signal and the landing party are stunned and captured. They wake in a cell, with McCoy, Galloway and O'Neil missing. McCoy returns, displaying the same docile placidity of the others - he has been absorbed. Kirk is taken next, then Spock. However, they have more luck than McCoy - the priest who runs the absorption process, Marplon, is a rebel who works against Landru. He faked both Kirk and Spock's absorption, leaving their minds intact.
Back in the cell Kirk and Spock talk about the situation. They cannot believe that Landru is a person, suspecting that the society is arranged along machine lines. Kirk is determined to destroy the machine, though Spock worries that this might be a violation of the Prime Directive. Kirk argues that the prime directive in intended to apply to living, growing cultures rather than stagnant cultures like this one.
Marplon takes Kirk and Spock to a chamber called the Hall of Audiences, where a projection of Landru appears to his followers. Kirk blasts through a wall and finds that Landru is in fact an ancient computer system which has been running Beta III. Kirk is able to convince the computer system that in stifling creativity it is harming rather than helping the inhabitants, thus provoking it into destroying itself. The ship is saved, and Kirk leaves a team of specialists behind to help in rebuilding the planet's society.
The society as set up doesn't make a great deal of sense. Everyone walks around wishing one another peace and tranquility and all that, fine. But why does the computer have these regular festivals where everyone acts like drunken loons? It's not really explained, but the implication seems to be that the festivals serve as a vent for their suppressed emotions, a way to let off steam. Yet if that is so then it means that the computer recognises that people have an inherent need to do this kind of crazy stuff sometimes. If you know that people have that need then the logical thing to do is to build in elements of it in everyday life, not to deny them any opportunity to do any of it for long periods and then have them go absolutely bugnuts insane for a short period. It's like saying that you know people need to breathe, so the logical thing to do is hold your breath for as long as you possibly can, then hyperventilate for a minute, then hold your breath again until next time. It's just stupid!
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