Stardate: 43198.7 When on an away mission, crewman Marla Aster is killed by an ancient device. Then a non-corporeal life form indigenous to the planet, that can take human form, decides it must care for Aster's son Jeremy, who is now an orphan, as it was their ancient weapon that killed his mother. The entity takes the form of the boy's mother, Marla, and intends to take the boy down to the planet and raise him as his mother. However, the Enterprise crew intervenes, and tries to convince the entity that Jeremy's interests would be better served by the boy staying with his own kind.

Willie, in an effort to curb ALF's cotton addiction, holds a support group meeting in his living room.

While on vacation, Miles' return flight is delayed by an Air Force pilot who has hijacked an F15-Eagle loaded with nuclear warheads.