After Picard refuses to let Q join the crew, Q hurls the Enterprise into a far quadrant of space where they have a encounter with a unknown cybernetic race. A little bit of Guinan's past is revealed when she senses something is wrong on board Enterprise.

The Enterprise crew encounters a SOS from a lost colony ship and encounters a group of primitive colonists and after assisting them, they encounter the remaining colonists that traveled with them on another world with a unique problem of their own.