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The Cloud Minders (episode)

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Real World article
(written from a Production point of view)
"The Cloud Minders"
TOS, Episode 3x19
Production number: 60043-74
First aired: 28 February 1969
Remastered version aired: 12 July 2008
75th of 80 produced in TOS
76th of 80 released in TOS
76th of 80 released in TOS Remastered
76th of 728 released in all
Kirk and Spock view Stratos from surface
Teleplay By
Margaret Armen

Story By
David Gerrold and Oliver Crawford

Directed By
Jud Taylor
5818.4 (2269)
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For the VOY episode with a similar title, please see "The Cloud".

Kirk's efforts to obtain a vital mineral are complicated by terrorists striking at the beautiful cloud city Stratos and its virulent apartheid policies.




The Enterprise orbits Ardana

A botanical plague threatens a planet, Merak II, near where the USS Enterprise is operating. Under Federation orders, the Enterprise is to go to Ardana, the only known source of a mineral called zenite, which can stop the plague.

Uhura receives a communication and informs Captain Kirk that the High Adviser of Ardana is ready to receive the landing party on Stratos, a cloud city. Kirk thinks there is a mistake because he expected to be beamed down to the mine entrance so they could collect the consignment of zenite and immediately leave for the plague-stricken planet.

Kirk informs Uhura to send the High Adviser his regrets that he won't be able to attend the welcoming ceremonies due to the emergency and that the landing party will beam directly down to the mine entrance.

After beaming down to a rocky desolate place, Kirk and Spock look up to admire Stratos, the city floating in the sky. Kirk admits to having briefly visited Ardana once before, while Spock mentions that art is the population's chief occupation and that Ardana is a totally intellectual society where all violence has been eliminated.


A group of Troglytes capture Kirk and Spock.

They stroll towards the nearby mine entrance where the zenite should have been delivered by the miners, but is not there. As they pause to consider the possibilities, they are each ensnared by leather loops that pin their arms to their chests.

Surprised, they turn around to find, at the end of the tethers, two Troglytes, people dressed in dusty jumpsuits, boots, gloves, bandanas and goggle-like silver bands with slits over their eyes. There are three men, all wearing red jumpsuits, and one woman, wearing a blue jumpsuit – Kirk and Spock are outnumbered.

Act OneEdit

Kirk demands to know why he and Spock have been attacked. The woman in the group replies, "interference breeds attack, Captain". Mistaking them for Stratos dwellers, Kirk explains the situation. Realizing the futility, he signals Spock with a glance and they begin fighting.

Spock is left to deal with the two men – one of them is already unconscious – while Kirk wrestles with the woman whose goggles have fallen off making it possible to identify her.

Three men, two of them dressed in sky-blue tunics, materialize on the platform where Kirk and Spock had previously beamed down. The third man, older and bearded, in flowing robes, yells for the fighting to stop while the other two draw weapons. The man again yells for surrender as the attackers withdraw. The guards shoot, striking one of the attackers; the woman and the other two attackers manage to escape into the mine.

The robed figure, flanked by the two guards, approaches Kirk and Spock and inquires if they have been harmed. Kirk admits to being a bit shaken up. The robed man introduces himself as the High Adviser of the Council and explains the situation – that the Troglytes are habitually violent – and the attackers will be found and punished.

Kirk asks about the missing zenite and the High Adviser explains that the Disrupters, a rebel group of Troglytes, have confiscated it. He orders the guards to organize a search party to search for the missing zenite and invites Kirk and Spock to Stratos.

Kirk, Spock and the Adviser materialize on a balcony with steps leading down from it. Spock comments that Stratos is the "finest example of sustained anti-gravity elevation" he has ever seen.

As they descend the stairs, a woman glides towards them. She is blond, wearing a shimmering, sky-blue gown – her shoulders and slim midriff are bare; her breasts are held in two strips of the shimmering cloth, which crosses at the neck and extends to a pleated train that trails behind her. A pair of beautiful earrings frame her delicate face.

She says to the High Adviser – calling him "father" – that a sentinel had informed her of the honored guests and that she came to meet them and extend greetings. She is introduced as, "one of our finest and incomparable works of art" – her name is Droxine. Kirk says hello while Spock serenely bows his head, clearly in awe of the beauty in his presence.

Droxine admits to never having met a Vulcan; Spock counters with never before having met a work of art. The Adviser shows them around and points out the art works assembled there and stops in mid-sentence as his eyes come upon a miner's tool embedded in one of the artworks.

He quickly becomes agitated and blames the Disrupters. Spock doesn't understand the actions of the Disrupters. The Adviser admits that they are doing it so that the Council will accede to their demands. Kirk asks what their demands are because the situation is clearly delaying the delivery of the zenite.

Spock and Kirk are invited to stay in a rest chamber while they wait for the zenite to be found. After they leave, two sentinels struggle to bring a miner into the presence of the Adviser and his daughter on the balcony.

One of the guards informs them that the Troglyte was apprehended leaving the city without a transport card. The Adviser questions him and it is clear that the man is not answering truthfully. When confronted with the evidence of the cavern implement, he repeats his story that he came to make repairs and that he lost his repair permit in the struggle with the two sentinels.

When the Adviser commands that the Troglyte be secured to the rostrum, the Troglyte breaks free, runs up the stairs past the surprised Droxine and hurls himself over the balcony to his death. The only thing the High Adviser can bring himself to say is, "How unfortunate."

In the luxuriously appointed resting chamber, Kirk is asleep on a bed while Spock reclines on a chair and meditates on the contrasts between the two classes that live on the planet. He suddenly stops, gets up and walks out of the room to surprise Droxine, who is pouring some drinks and expected that Spock would be resting. Spock admits that her movements awakened him. She apologizes and is clearly charmed that Vulcan ears are extra sensitive to sound. Both Droxine and Spock fail to notice the woman that lurks behind some columns nearby and then enters the resting chamber.

Droxine and Spock

Droxine and Spock

While Droxine and Spock are distracted with each other, the woman, wearing a dark blue dress approaches the sleeping Kirk and draws a cavern implement.

Act TwoEdit

At the last possible moment, Kirk grabs her arm and in one swift move, pins her to the bed. She struggles to get free, to no avail and Kirk manages to knock the weapon from her hand. Kirk recognizes her as his attacker on the surface. After subduing her, Kirk insists that she answer his questions. When Kirk releases her after she promises not to attack him again, she again grabs the weapon and attempts to attack Kirk but is subdued.

Meanwhile, Droxine and Spock's discussion has arrived at Vulcan mating habits whose seven-year cycle curbs her intentions. They are sitting face to face, close to each other examining each other's features when Kirk's call for Spock interrupts them.

Kirk and Vanna

Kirk and Vanna

Kirk's attacker has now been disarmed and insists that murder was not her intent. When Droxine and Spock enter, it is clear that Kirk's attacker, named Vanna, is a servant on Stratos, who believes that the Enterprise and her crew have been called to Stratos to end the Disrupters' rebellion.

Droxine's and Vanna's conversation indicates that there are two classes of people and that the Stratos dwellers view the Troglytes as inferior, both intellectually and physically, and thus undeserving of any privileges.

Vanna is taken away by a sentinel and Kirk tries to understand the logic behind the mistreatment of the Troglytes. Droxine insists that the system, as it stands, is perfect and can see no reason to change it.

Vanna's hands are bound behind her back to a marble pillar with a semi-circular arch in front. Droxine and two Sentinels are also present. As some people stroll by, the High Adviser demands to know the names of the other Disrupters. When Vanna denies the existence of Disrupters, he realizes the futility of further questioning and claps his hands twice to switch on torture rays. The semi-circular arch facing Vanna begins to emit a high-pitched wailing sound and multi-colored rays – Vanna is unable to look away or even shut her eyes.

Meanwhile, back at the resting chamber, Spock explains to Kirk the etymology of "Troglyte" as being from the ancient Earth-word, "troglodyte," which means cave-dweller. A scream from outside the room forces them to respond.

As they arrive, the torture stops and Vanna slumps unconscious. The High Adviser explains that physical discomfort is a most effective method of eliciting information. Droxine leaves after Spock disagrees with her again about the logic of the Stratos philosophy.

After some heated words and threats are exchanged between Kirk and the High Adviser, he orders the Sentinels to remove Vanna from the torture device and orders Kirk and Spock to return to the Enterprise or risk a diplomatic incident. After Kirk and Spock beam up, The High Adviser advises the sentinels to kill Kirk if he ever sets foot on Stratos again.

Act ThreeEdit

Kirk and Spock are back on the bridge of the Enterprise. Dr. McCoy comes to report on some of his findings on the apparent differences between the cloud dwellers and the Troglytes. After some discussion, it becomes apparent that exposure to the gas emanating from unrefined zenite has deleterious effects on the mental function of the Troglytes. This would partly explain the cloud dwellers' prejudice against them. McCoy adds that the effects are fully reversible, regardless of the repeated exposure. Therefore, that simply wearing gas mask filters would protect the Troglyte miners from the effects of the gas. It is further postulated that since Vanna has passed a considerable amount of time at the city in the clouds, the effects of the gas on her are minimal and is therefore in a position to lead the Troglyte uprising. Seeing that they now may have a bargaining chip to help persuade the Disrupters to give them the consignment of zenite, Kirk orders McCoy to acquire as many gas masks as he can.

Kirk, Spock and McCoy contact the High Adviser to advise him of their findings but his resolve and obvious prejudice keep him from accepting them. Moreover, he accuses Kirk of interfering with the workings of a local government. After a heated exchange, the High Adviser terminates the communication. Kirk orders Spock to beam him to Vanna's confinement cell, against the High Adviser's stern suggestion that he not return to Stratos, and Spock's suggestion that he beam down since "A first officer is more expendable than either a doctor, or a captain".

Kirk, with gas mask in hand, is transported to the cell, where he tries to persuade Vanna. He promises her that after the zenite has been delivered, he will return to mediate the differences between the Cloud Dwellers and the Troglytes. At first, she too seems unmoved: "Hours can become centuries ... and promises can become lies ...." But in the end, Kirk seems to have gained her trust, and Vanna agrees to take him to the consignment, which is in a mine deep below the surface. A sentinel enters to deliver Vanna's refreshments. Kirk, hiding in a corner, stuns him with his phaser. They appropriate the fallen sentinel's transport pass and leave the cell.

Once they have made it into the subterranean zenite mine, Vanna strikes the mine wall with an implement as a signal, and two other Disrupters appear. But once Vanna has greeted them both, she orders them to subdue Kirk, take his phaser, and toss his communicator out of reach. She does not believe that an invisible and odorless gas has been keeping her people from functioning at the height of their potential. Now she has laid a trap, and has a very valuable hostage.

Act FourEdit

Vanna sends the two Disrupters away, one to transport the gas mask to the Cloud Dwellers' City as a message to the High Adviser, and the other (who has half a mind to kill Kirk instead) to alert the other Disrupters of any Enterprise officers who try to rescue Kirk. Then she orders Kirk to mine the zenite -- with his bare hands.

Kirk wearing filter mask

Kirk wearing filter mask in caverns

Kirk knows that the effects of the gas are already getting to him, so he bides his time, knowing that with the two of them alone he may have a chance. Having somewhat placated Vanna by getting her to talk, he rushes at her and retrieves his phaser. He shoots it into a nearby passageway to loosen some heavy rocks and block the only exit. Vanna exclaims that Kirk has cut off their air, whereby Kirk replies that she seems to place a lot of importance on a gas that is also invisible.

After retrieving his communicator, he calls up the Enterprise. Spock asks about the captain's condition, and that of the zenite consignment. Kirk orders him to transport the High Adviser to the Enterprise and then immediately to Kirk's coordinates in the mine, all without the High Adviser's knowledge or permission. Spock sets to the task immediately, and works with Scotty to establish a transporter lock on the High Adviser. Spock is having some trouble, as the Adviser is at the moment inseparably close to another being. Scotty reminds Spock that the captain's orders were to be carried out immediately, whereupon Spock replies, "...the captain will have to wait."

The other being is Droxine, who currently is discussing with her father the particulars of their recent guests, Kirk, and especially Spock. They are interrupted by the sentinel who had just recovered from Vanna's evacuated cell, and who brings the report of a gas mask having been found on the transporter. The Adviser then orders a search for Kirk, and sends Droxine away, but not before she asks her father whether their methods of dealing with the Troglytes are really the only correct recourse.

Spock, working with Scott, establishes a transporter lock on the High Adviser, and transports him, first to the ship transporter room, and then to Captain Kirk's subterranean location.

One Earth hour later, the High Adviser hotly demands Kirk to have him released from this predicament, but Kirk only forces both him and Vanna to mine the zenite with their bare hands. The High Adviser cannot stand any of this any longer, and challenges Kirk to a duel with the mining implements. Kirk accepts, and the two rumble on the mine floor. Vanna finally realizes that the gas does have an effect on even the High Adviser and on Kirk, who are descending into fits of rage. She grabs the communicator, and pleads to the Enterprise for help, to transport them away from this mine, else the two combatants kill each other. Spock orders it so, and once the three are on the transporter platform, Spock has to restrain Kirk and remind him of the effects of the zenite gas.

Having so graphically illustrated the effects of the gas to both Vanna and the High Adviser, Kirk gains the trust of Vanna and receives the consignment of zenite for the aid of the inhabitants of Merak II. He once again offers his assistance in mediating on behalf of the Troglytes, referring them to the Federation Bureau of Industrialization. As for the High Adviser accusing Kirk of meddling with the affairs of local government, Kirk issues a counter-indictment of im having assaulting a Starfleet officer. The two seem to get into another heated exchange when Vanna steps in, this time as the cooler head. She suggests that the two just forget the equally vexing charges. Kirk agrees, and is transported away with the zenite awaiting a needy colony. Droxine looks upon their departure thoughtfully.

Memorable QuotesEdit

"I have never before met a Vulcan, sir."
"Nor I a work of art, madam."

- Droxine and Spock, on their first encounter

"This troubled planet is a place of the most violent contrasts. Those who receive the rewards are totally separated from those who shoulder the burdens. It is not a wise leadership."

- Spock, meditating on Stratos

"You sleep lightly, Captain."
"Yes. Duty is a good teacher."

- Vanna and Kirk, after he disarms her

"At that time, the mating drive outweighs all other motivations."
"And is there nothing that can disturb that cycle, Mister Spock?"
"Extreme feminine beauty is always disturbing, madam."

- Spock and Droxine, on Vulcan mating habits

"Violence in reality is quite different from theory, is it not, madam?"
"But what else can they understand, Mister Spock?"
"All the little things you and I understand and expect from life, such as equality, kindness, justice."

- Spock and Droxine, responding to Vanna's torture

"It's hard to believe something which is neither seen nor felt can do so much harm."
"That's true. But an idea can't be seen or felt. That's what's kept the Troglytes in the mines all these centuries, a mistaken idea."

- Vanna and Kirk, in her cell

"Hours can be centuries, just as words can be lies."

- Vanna, to Kirk

"But soon the atmosphere will go. We'll die!"
"Die from something that can't be seen? You astound me, Vanna."

- Vanna and Kirk, as he creates a cave-in

"Father, are we so sure of our methods that we never question what we do?"

- Droxine, to Plasus

"I am high advisor of all the planet! I will take no more orders!!"

- Plasus


- Captain Kirk, under the effect of zenite gas

Log entriesEdit

Background InformationEdit

Story and productionEdit

"It was intended as a parable between the haves and the have-nots, the haves being the elite who are removed from the realities of everyday life – they live in their floating sky cities. The have-nots were called "Mannies" (for Manual Laborers) and were forced to live on the surface of the planet where the air was denser, pressure was high, and noxious gases made the conditions generally unlivable. The Mannies torn between two leaders, one a militant, and one a Martin Luther King figure. (Mind you, this was in 1968, shortly after King was assassinated, and just before the assassination of Robert F. Kennedy.)
In my original version, Kirk, Spock, McCoy and Uhura were captured by the Mannies when their shuttlecraft was shot down by a missile. (The Enterprise desperately needed dilithium crystals. This planet was one of the Federation's biggest suppliers, and Kirk's concern was to restore the flow of crystals. He didn't care who worked the mines, just that the supply was not interrupted. The shuttlecraft was necessary because I felt that the crystals might be too dense for the transporter.) In the process of the story, Kirk realizes that unless living conditions for the Mannies are improved, the situation can never be stabilized.
Because Uhura has been injured in the shuttlecraft crash, McCoy starts treating her in a Mannie hospital. But he is so appalled at the condition of the other patients there, especially the children suffering from high-pressure disease, that he begins treating them as well. Meanwhile, Kirk and Spock have convinced their captors to let them go up to the sky city and try to negotiate a settlement to the local crisis.
The story focused primarily on the lack of communication between the skymen and the Mannies. Kirk's resolution of the problem was to force the two sides into negotiation. He opened the channels of communication with a phaser in his hand. "You –sit there! You –sit there! Now, talk!" And that's all he does. He doesn't solve the problem himself, he merely provides the tools whereby the combatants can seek their own solutions, a far more moral procedure.
In the end, as the Enterprise breaks orbit, Kirk remarks on this, as if inaugurating the problem-solving procedure is the same as solving the problem. He pats himself on the back and says, "We've got them talking. It's just a matter of time until they find the right direction." And McCoy who is standing right next to him, looks at him and says, "Yes, but how many children will die in the meantime?"
This answer was not a facile one; the viewer was meant to be left as uneasy as Kirk.
– But in the telecast version, the whole problem was caused by Zenite gas in the mines, and "if we can just get them troglytes to all wear gas masks, then they'll be happy little darkies and they'll pick all the cotton we need..."
Somehow, I think it lost something in the translation."
  • "Revolt" was another title used for the script before the final title was selected. The episode was filmed mid-November 1968.
  • Allan Asherman suggests that this episode was partially based on Fritz Lang's 1927 science fiction classic, Metropolis, which features the ruling class living in huge skyscrapers, and the downtrodden workers in underground caverns. In the movie's climax the workers finally revolt against their masters. (The Star Trek Compendium)
  • A line of dialog forgotten in the filming of this episode was dubbed in later by Shatner, but Kirk's mouth is not even moving as he says, "Who are you? What is the meaning of this attack?" Some recent telecasts have cut that line. [1]
  • It is most unusual that Spock would discuss the Vulcan mating ritual so casually with a stranger Droxine; in "Amok Time", he tells Kirk that such ceremonies are not fit for discussion with outworlders. Similarly, his observation that "we [Vulcans] do pride ourselves on our logic" is uncharacteristic, given that pride is a human conceit—as Amanda Grayson points out to Sarek in "Journey to Babel".
  • This episode contains a unique sequence with Spock giving an internal monologue which contained clips recapping the events up to that point.[2]
  • Star Trek: Enterprise Executive Producer Manny Coto has mentioned on several occasions that if the series had gone on to a fifth season, they would have done a prequel episode to "The Cloud Minders" which would have featured the city of Stratos. [X]wbm

Props and special effectsEdit

Stratos, design sketch

Jefferies sketch of Stratos

  • Stratos was designed by Matt Jefferies, who drew a "rough sketch", without ever drawing a final sketch. The city itself was created from green foam, white glue, hacksaw blades, and Xacto knives. The production designers then chopped up the foam and glued it together and put the final shapes on it, finished it off by wrapping the bottom with cotton, and hung it from the ceiling. (TOS Season 2 DVD special features)
  • According to John Dwyer, the metal artwork that appeared in the corridors throughout the city was metal furniture, tables, etc. that he had rented from "a guy up in Topanga Canyon," minus the glass tops. (TOS Season 2 DVD special features)
Ardana surface

Surface of Ardana

  • The image of the planet river, seen from the Cloud City balcony, is the Hadramawt Plateau dry river basin in southern Yemen, taken by astronauts on the Gemini IV orbital mission in 1965. [3] For the remastered effect, the distant mountains on the horizon are based on a different photo taken by astronauts on the International Space Station. [4]


Production timelineEdit

Video and DVD releasesEdit

Links and referencesEdit


Also starringEdit


Guest starEdit



Uncredited co-starsEdit

Stunt doubles Edit


antigravity; Ardana; Ardanan; art; "Bones"; botanical plaque; cavern implement; Cloud City Council Chamber; Cloud City Council Gallery; confinement quarters; Disrupters; dressmaker; ear; Earth; engineer; entomology; Federation; Federation Bureau of Industrialization; filter mask; high adviser; humanitarianism; logic; Merak II; Milky Way Galaxy; mining; mortae; oxygen; pon farr; protector; quadrant; rays; repair permit; retainer; rostrum; sentinel; shields; Starfleet Command; starship; Stratos; Stratos city-dweller; tension span; thong; top warp speed; transport card/transport pass; transport officer; troglodyte; Troglyte; vegetation; Vulcan; Vulcan (planet); zenite

External linkEdit

Previous episode produced:
"The Lights of Zetar"
Star Trek: The Original Series
Season 3
Next episode produced:
"The Way to Eden"
Previous episode aired:
"The Way to Eden"
Next episode aired:
"The Savage Curtain"
Previous remastered episode aired:
"The Savage Curtain"
TOS Remastered Next remastered episode aired:
"Spectre of the Gun"

de:Die Wolkenstadt es:The Cloud Minders fr:The Cloud Minders ja:TOS:惑星アーダナのジーナイト作戦 nl:The Cloud Minders pl:The Cloud Minders

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