The Best of Both Worlds , Part II ( episode ) With Captain Picard assimilated by the Borg , the enemy is able to totally obliterate a Starfleet armada at Wolf 359 , leaving Riker in command of the " Enterprise " and forced to go one on one with his former captain . ( " Season premiere " ) Summary . Teaser . Geordi La Forge reports that the main deflector dish is seconds away from discharging . Hope and concern is on the face of the entire bridge crew as they look at what the Borg have done to Captain Picard on the viewscreen . The " Enterprise " opens fire with its deflector dish - weapon which impacts the Borg ship . . . and does absolutely no damage . Shelby is incredulous as Riker realizes the futility of their resistance and orders La Forge to cease fire . Riker laments aloud that the Borg couldn ' t have possibly have adapted that quickly but Locutus states that the knowledge and experience of Picard has been added to the Borg ' s collective consciousness and that they are now prepared for all possible courses of action that the " Enterprise " and the Federation are preparing to take . Locutus then notes that their resistance is hopeless , while chillingly addressing Riker as " Number One . " Act One . The use of the deflector dish weapon has left the " Enterprise " disabled . No longer posing a threat and with their main objective , Picard , obtained , the Borg leave the " Enterprise " behind and resume their course for Earth . Admiral Hanson informs them that their engagement has bought them valuable time to assemble a fleet of 40 starships at Wolf 359 , with more on the way . The Klingon s are sending ships to assist and Hanson has even thought of opening communications with the Romulan s . Shelby warns the admiral that with the assistance of Picard , the Borg are now ready for anything Starfleet may have prepared . Hanson tells Shelby a tale of watching a Starfleet freshman cadet passing four upperclassmen on the final leg of a forty kilometer run on Danula II , which made him the only freshman to ever win the Academy Marathon . Hanson explains that he made it his business to get to know that cadet , Picard , and has come to know him very well and makes it implicitly clear that he has never met anyone " with more drive , determination or more courage than Jean - Luc Picard " and under no circumstances is Picard " assisting " the Borg – he is a casualty of war , which Dr . Crusher takes to mean that there will be no recovery of him . Hanson declares that Starfleet intends to hit the Borg ship with everything they can muster and that either they will survive or the Borg will . Hanson laments the loss of Picard and officially awards Riker a field promotion to captain and command of the " Enterprise " , wishing the circumstances were better , which Riker acknowledges and wishes the admiral luck in the coming battle . On course for Earth , the Borg continue to assimilate Picard ' s body , continuing his transformation into Locutus by attaching an arm prosthesis extension and draining the color from his Human skin . From within Locutus , the only sign of the remaining Humanity left within Jean - Luc Picard is a single tear that wells from his eye . Meanwhile , Worf and newly - promoted Captain Riker discuss in a turbolift how to deal with the Borg ' s ability to adapt to their hand phasers , as Ensign Crusher suggests creating a chip for the phasers that will automatically re - tune them with every discharge . They both agree that they too can adapt just as well as the Borg , but are left with a severe disadvantage since the Borg have Picard and now know everything they knew , even more than the crew knows themselves . " " The Borg have neither honor nor courage . " That " is our greatest advantage " " , Worf states to his captain . Frustration mounts in engineering as Shelby cannot get the shields working again . She reports to Riker that the main deflector dish is operational and that Sherbourne and Barclay are testing it now . She and La Forge agree they should be underway in two to three hours . Riker then praises her for her effort on the Borg ship . She concedes that she didn ' t get Picard , but he responds that her efforts gave them their shot , and admits that while neither of them have to like each other , Shelby should continue to keep him on his toes . Shelby admits that she may not be Riker ' s first choice for first officer , which is now vacant ; but reminds him that he needs her as she knows how to get things done , and for her knowledge of the Borg . Riker interrupts her that she has a lot to learn , but smiles and notes it was just as he did when he was selected as first officer to Picard . He even admits Picard reminded him of it when Riker expressed of what a pain in the neck she is , at which she can ' t help but smile at as well . Just then , the " Enterprise " receives word from the Starfleet armada at Wolf 359 , that they have engaged the Borg . Riker quickly heads to the bridge , as Admiral Hanson is relaying news that " the fight does not go well , " and are trying to regroup . The signal is abruptly cut off , leaving Riker to wonder what happened . Act Two . As the " Enterprise " completes repairs and heads for Wolf 359 , Captain Riker " reluctantly " promotes Shelby to first officer over Data and Worf , as Riker cannot afford to move the current staff and needs everyone where they are . The crew discuss several possible methods for fighting the Borg , including heavy graviton beam s , nanite s , and phaser upgrades , but all possibilities appear to be long shots at best . Riker ' s pessimism can be heard even in his encouragements that " " our efforts in the coming battle will justify Captain Picard ' s faith in all of us . " " Riker then withdraws to Captain Picard ' s ready room , upset with himself with how poorly the meeting went . Feeling lost without Picard , he asks the captain ' s empty chair " what would you do ? " . Guinan , realizing that Riker ' s attitude is filtering down through the crew through overheard conversations , visits him and insists that the only way to beat Locutus and save Picard is for Riker to let go of Picard and throw away everything the captain would have done . Riker is hesitant as the " Enterprise " was his ship and the crew his crew , but Guinan reminds him that the Borg now know everything Picard knew . She goes on to remind him that " there can only be one captain " and points to the chair and tells him that it is now his . Further , she states somewhat sternly that Picard was a dear friend to her and that while their relationship was " beyond friendship and beyond family " that she will let him go because she has to . As she leaves and Riker takes the captain ' s chair to ponder his new role as captain , the " Enterprise " arrives at Wolf 359 . Riker takes the ship to the battle coordinates . Data picks up several ships , which Riker asks if it is the fleet . All the ships are reading no subspace communications and negligible power readings . When asked about life sign s , Data responds in the negative . At visual range , Riker orders on screen , and discovers a horror beyond imagination . Federation starships drift lifelessly at Wolf 359 , which stuns the whole bridge crew . Shelby identifies three starships , as the " Tolstoy " , the " Kyushu " , and the " Melbourne " , the same ship Riker had been offered . Riker ' s heavy heart grows heavier with the notion that thousands of Starfleet officers and their families have been killed in only a matter of minutes by the Borg . Act Three . Data is able to track the course of the Borg ship and Riker orders a course to intercept and for Shelby to prepare her plan to separate the saucer section upon discovery of the Borg . Shelby reminds Riker that she had briefed Picard on that plan so it is doubtless the Borg will be prepared for it . Riker is unconcerned as he is counting on the Borg being ready for it . Riker , now on the battle bridge , with Wesley at the helm and at ops , stalls for time with fake negotiations with Locutus . Locutus warns that their delay would not be successful and they would be destroyed if they intervened . Riker throws down the gauntlet defiantly telling Locutus to take their best shot , and orders to the " Enterprise " to separate . After separation , both ships open fire at the cube with a combined phaser and photon torpedo attack to no avail . The Borg fires their tractor beam at the stardrive section , but Riker evades the attack . Wesley reports the Borg are completely ignoring the saucer module as a smile plays on Riker ' s lips - " " just as you should , Captain . " " Riker knows that Picard knows the battle section of the " Enterprise " carries the main armaments and is the larger threat to the Borg and that ' s where they will concentrate their attack . To that end , Riker orders Shelby aboard the primary hull to fire an antimatter spread . Aboard the Borg ship , Locutus reacts with puzzlement as this is an unexpected maneuver from the " Enterprise " . In the main shuttlebay , Data and Worf launch and head towards the Borg vessel with the antimatter spread masking the engine signature from their shuttlecraft . The shuttle is able to penetrate the Borg electromagnetic field , allowing Data and Worf to beam to the cube . They locate Locutus , but come under attack . Neutralizing five Borg with their adaptive hand phasers , they race to Locutus ; while Worf restrains him and Data incapacitates him . Using their emergency transporter armband s , they transport back to the shuttle and get clear of the electromagnetic field , allowing O ' Brien to beam them back to the " Enterprise " shortly before the shuttle itself is blown away . Act Four . Shelby reports that the saucer section ' s impulse engines have been damaged and they are disabled . Gleason detects the Borg ship is beginning to increase power as Riker prepares to move in with the stardrive section to draw their fire from the Borg . However , rather than fight the stardrive section and the now - vulnerable saucer section , the Borg resume their course toward Earth . On the re - connected " Enterprise " , Locutus is revived in sickbay despite Dr . Crusher ' s request to study the assimilation process . Locutus chastises Captain Riker for putting the whole ship at risk to save just one person , a strategy that he claims Picard would never have approved of and that the abduction will have no impact on the Borg ' s mission of conquest . Raising his cybernetic arm extension draws a reaction from Worf by pointing his phaser at him , but Locutus reassures him he intends no harm , a statement he reiterates twice , as though Picard ' s Human half is appealing to his alter ego . He states he will simply continue to serve as the voice of the Borg on board the " Enterprise " while the cube continues on without anymore diversions to Earth where they will force the Federation ' s unconditional surrender . Data discovers , using multimodal reflection sorting , that a series of subspace signals form the basis of the Borg Collective , emanating between Locutus and the Borg ship , which Beverly theorizes is how the Borg are controlling him . Data elaborates that he believes these signals form the basis for the Borg ' s collective consciousness . Riker suggests simply blocking them but Data advises against it as it had been observed when the Borg boarded the " Enterprise " over a year previously that when injured Borg have key components removed from them , they immediately self destruct and that cutting Locutus off from the collective could be fatal to Picard . Riker declares that they must find out what Picard knows about the Borg as it is obvious that without that information , the " Enterprise " will be unable to destroy them . Dr . Crusher , believing that she could restore Picard ' s Humanity would be be a matter of microsurgery , which she could perform but she cannot possibly attempt it as long as the Borg implants are functioning . Data , however , suggests that his positronic brain could possibly connect with Picard ' s machine half to gain access . Locutus surveys sickbay for people and technology to assimilate . He coldly advises Worf that the Klingon s will also be assimilated , to which Worf replies that the Klingon Empire will never yield . Locutus is a bit mystified as to why the Borg are being resisted ; in their view , they only want to raise the quality of life for all species . Worf retorts that the Klingons like themselves just they way they are . Locutus blasts Worf ' s defiant tone , stating such vision is narrow , and that " all " would become one with the Borg . His attention turns to Data , whom he regards as a " primitive artificial organism " and who will become obsolete once the Borg assimilate the Federation . While he is focused on Data , Dr . Crusher quickly incapacitates Locutus with a hypospray and Worf assists Data to take him to his cybernetics lab . Riker then gets word that the Borg have entered Sector 001 . Act Five . As the Borg cube breaks through the Mars Defense Perimeter and is heading to Earth , too far ahead for the " Enterprise " to intercept in time , Data begins to interface with Locutus . His team consists of Dr . Crusher monitoring Locutus / Picard ' s medical condition , while O ' Brien is doing the equivalent for Data and Counselor Troi is to empathically determine if they are reaching Picard or vice versa . After unsuccessfully attempting to establish a neural link , he succeeds in establishing a net and gathers information on the Borg itself . As he processes the information he is receiving , Locutus becomes aware of what Data is doing . Locutus attempts to break out of the connection by using his mechanical spinning dissection blade on the circuits , but his mechanical arm is grabbed by Data , who , with his android strength , overpowers Locutus , ripping the blade unit out of its socket . As Locutus contemplates his missing appendage , Beverly and O ' Brien detect increased neural activity in Picard . They suggest the Borg may be trying to sever their link , but Data rules it out , but he cannot explain what is causing the increased neural activity . Troi can feel that it is Picard himself that is breaking through the Borg ' s collective mentality and establishes contact with Data by reaching out and grasping his wrist . At this point , the Borg ship halts its approach to Earth as Dr . Crusher realizes the Borg ' s Achilles ' heel : their inter - dependency . Riker is uncertain what she means , but she explains : since Picard is part of their collective consciousness now , disconnecting him from that would be like asking a Human to disconnect an arm or a foot , which would be impossible . Riker realizes now that since they operate so collectively , if one Borg does something , they " all " must do it and orders Data to implant a command into Picard ' s connection with the Borg ' s collective consciousness to disarm all their weapon systems . The " Enterprise " intercepts the cube , now in orbit of Earth . The Borg attack the " Enterprise " with the intent to finish them off and prevent Data from gaining access . The " Enterprise " opens fire with their entire weapon arsenal but still cannot affect the Borg . Data reports that he cannot access the weapons or power systems as all critical Borg pathways are protected . Shelby and Riker realize they have no options left . Captain Riker plans to ram the " Enterprise " into the Borg ship to destroy them and orders La Forge to prepare to go to warp speed . Picard fights through the collective consciousness to tell Data one word : " " Sleep " " . Dr . Crusher takes this to mean that he ' s exhausted , but Data realizes that he is cluing them in to a possible course of action . On the bridge , Riker prepares to order Wesley to engage the warp drive when Data ' s voice comes over the intercom and advises Riker to standby as he has discovered that the Borg regeneration cycle sub - command path is considered by the collective to be a low priority system and may be accessible to him . The Borg , sensing what Data is doing , opens fire on the " Enterprise " ' s engineering section with their cutting beam , causing an outer hull breach and decompression danger . Riker implores Data to hurry as he cannot delay his suicide run any longer lest the Borg destroy the " Enterprise " first . Suddenly , the Borg ' s attack ceases . A bewildered Riker asks Data what has happened . Data explains that he was able to access the Borg ' s regeneration sequence and effectively put them all to sleep . Worf confirms that the Borg ship is running minimal power and their electromagnetic field is no longer in effect . On Riker ' s order , Shelby leads an away team consisting of Worf and Gleason to the cube to investigate . Shelby confirms that the entire ship is in a regeneration mode and that the Borg are completely dormant . Riker inquires how long they can potentially keep them in this condition but Worf ' s tricorder readings are fluctuating rapidly . Shelby realizes that Data ' s command has caused the Borg ' s power net to feedback on itself and has triggered a self - destruct sequence . Shelby questions if Riker wants them to attempt to disarm it . While Dr . Crusher is uncertain what the destruction of the Borg vessel will do to Picard and Data suggests the advantages of closer examination of the Borg and their ship , Riker decides not to tempt fate and orders the away team returned and the " Enterprise " moved away . Explosions on the Borg ship begin to erupt , causing Picard to convulse . The " Enterprise " speeds away as the Borg ship explodes over Earth , ending the threat of the Borg , at least for now . . . In the lab , Picard begins to return to normal as his Borg implants begin to shut down . As Troi asks him how he feels , Picard warily eyes his prosthetic mechanical arm extension and replies " almost Human " and ruefully complains of a mild headache . Dr . Crusher is confident that removing the Borg hardware will not pose a problem . Captain Riker asks him how much he remembers and Picard replies that he remembers everything , with a glint of admiration for some " brilliantly unorthodox strategy from a former first officer of mine . " As the " Enterprise " prepares to dock at Earth Station McKinley for five or six weeks of repair and refit , Picard , with bandages on his head , is back in uniform and at his desk in the ready room . Shelby requests permission to disembark from Captain Riker , who defers to Picard , thus relinquishing command back to him . Picard grants her request and commends her on being promoted to the head of Starfleet ' s task force in charge of rebuilding the fleet . Shelby is confident to have it back up in less than a year . She also coyly suggests to Riker that he would have his choice of any Starfleet command , but , Riker politely tells her ( and Picard ) that his career plans are his own business , but appreciates having options . As Riker leaves to take the " Enterprise " to Station McKinley and resume his duties as first officer , Picard attempts to return to the PADDs strewn on his desk and his usual cup of Earl Grey tea . But a haunted look plays on his face as Picard realizes that no matter how much he tries to go back to his normal life , nothing will ever be the same for him again . He silently goes over to the ready room ' s window and looks out at Earth in the dark sea of space , forever changed ; reflecting on how close he had come to being the instrument of Humanity ' s demise . . . Deleted scene . One expanded scene was filmed but later cut from the episode during editing ; the scene were later released in high definition as part of the TNG Season 4 Blu - ray bonus features . Memorable quotes . " " The knowledge and experience of the Human , Picard , is part of us now . It has prepared us for all possible courses of action . Your resistance is hopeless . . . Number One . " " " " I never met anyone with more drive , determination or more courage than Jean - Luc Picard and there is no way in hell that he would assist the Borg . I want that clear ! " " " " As for Picard , a great man has been lost : your captain , my friend . " " " " Commander Riker , I hereby promote you to the field commission of captain . The " Enterprise " is " your " ship now . Congratulations . I wish the circumstances were different . " " " " We ' re no longer just fighting the Borg ; we ' re fighting the life experience they ' ve stolen from Captain Picard . Now how the hell do we defeat an enemy that knows us better than we know ourselves ? " " " " The Borg have neither honor nor courage . That is our greatest advantage . " " " " I hope it ' s enough . " " " " The fight does not go well , " Enterprise " . We ' re attempting to withdraw and regroup . Rendezvous with fleet . . . " " " " Our relationship is beyond friendship , beyond family and I will let him go . . . and you must do the same . There can only be one captain . " " " " This was his crew , he wrote the book on this ship ! " " " " If the Borg know everything he knows , it ' s time to throw that book away . You must let him go , Riker . It ' s the only way to beat him . The only way to save him . " " " " We will proceed to Earth and if you attempt to intervene , we will destroy you . " " " " Then take your best shot , Locutus , because we are about to intervene ! " " " " They ' re ignoring the saucer section completely . " " " " Just as you should , captain . . . " " " " I will continue aboard this ship to speak for the Borg while they continue , without further diversion , to Sector 001 where they will force your unconditional surrender . " " " " Worf , Klingon species ; a warrior race . You too will be assimilated . " " " " The Klingon Empire will never yield ! " " " " Why do you resist ? We only wish to raise the quality of life for all species . " " " " I like my species the way it is ! " " " " The android , Data ; primitive artificial organism . You will be obsolete in the new order . " " " " Sleep . . . sleep . . . SLEEP . . . Data . . . " " " " How do you feel ? " " " " Almost Human . . . With just a bit of a headache . " " Background information . Remastered version . Three seconds of footage could not be located when CBS Digital remastered this episode as part of release . Occurring one hour , one minute into the theatrical edition of the episode , this brief shot was included as an upconverted image from the original standard - definition videotape . Links and references . References . 2367 ; Achilles ' heel ; ; android ; antimatter spread ; assimilation ; assimilation chamber ; ; battle bridge ; Battle of Wolf 359 ; battle section ; biobed ; Borg ; Borg Collective ; Borg cube ; Borg implant ; ; ; ; ; ; cutting beam ; Danula II ; deflector dish ; DNA ; docking latch ; Earth ; Earth Station McKinley ; electromagnetic field ; emergency transporter armband ; ; Federation ; Federation history ; ; ; freshman ; headache ; heavy graviton beam ; Jupiter Outpost 92 ; Klingon ; Klingon Empire ; " Kotoi " ; ; ; Locutus of Borg ; Locutus ' cube ; Mars ; Mars Defense Perimeter ; ; microcircuit fiber ; microsurgery ; multimodal reflection sorting ; nanite s ; nanotechnology ; navigational deflector ; ; neural link ; neuroendocrine ; ; New Providence colony ; ; Number one ; parietal lobe ; phaser ; phaser adapter ; plasma coolant ; prefrontal lobe ; ; reaction chamber ; Riker Alpha ; Riker Beta ; Romulan ; Saturn ; saucer section ; saucer separation ; Sector 001 ; self - destruct ; Sherbourne ; shield generator ; shields ; shuttle escape transporter ; ; Starfleet Academy ; Starfleet Academy marathon ; starships at Wolf 359 ; subspace field fluctuation ; task force ; ; tractor beam ; transporter ; tricorder ; Type 7 shuttlecraft ; unnamed shuttle ; warp core ; Wolf 359 ; Wolf system