The Cloud Minders ( episode ) Kirk ' s efforts to obtain a vital mineral are complicated by terrorists striking at the beautiful cloud city Stratos and its virulent apartheid policies . Summary . Teaser . A botanical plague threatens a planet , Merak II , near the quadrant where the 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 . Kirk asks Uhura to send the High Advisor of Ardana his regrets that , due to the emergency , the landing party will beam directly down to the mine entrance instead of attending a welcoming ceremony in Stratos , a " cloud city " which contains a significant population of artists and scholars . On beaming down , Kirk and Spock find no one or the zenite . Instead , they are ambushed by two Troglyte s , dressed in dusty jumpsuits , boots , gloves , bandanas and goggle - like silver bands . Kirk and Spock are outnumbered . Act One . 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 , but they begin fighting instead . Three more men , two of them dressed in sky - blue tunics , materialize on the platform where Kirk and Spock had . The third man , older and bearded , yells for the fighting to stop while the other two draw weapons . The guards shoot , striking one of the attackers ; the woman and the other two attackers manage to escape into the mine . The robed figure introduces himself as Plasus , the High Adviser of the Council and explains the situation . The Disrupters , a rebel group of Troglytes , have confiscated the zenite in order to force negotiations in their favor . He orders the guards to immediately organize a search party and invites Kirk and Spock to visit Stratos in the meantime . Kirk , Spock , and Plasus materialize on a balcony in Stratos with steps leading down from it . They are impressed with the city , Spock commenting that Stratos is the " finest example of sustained anti - gravity elevation " he has ever seen . As they descend the stairs , a woman comes to meet them , Plasus ' daughter Droxine . Plasus shows them around and points out the art work assembled there , though stops in mid - sentence as his eyes come upon a miner ' s tool embedded in one of the artworks . Plasus invites them to stay in a rest chamber while they wait for the zenite to be found . When they leave , two sentinels struggle to bring a miner into the presence of Plasus and his daughter on the balcony . The Troglyte was apprehended leaving the city without carrying a transport card . Plasus questions him and it is clear that the man is not answering him truthfully . Plasus commands that the Troglyte be secured to the rostrum , but the Troglyte breaks free from the sentinels , and hurls himself over the balcony instead , falling to his death . In the luxuriously appointed resting chamber , Kirk is asleep on a bed while Spock reclines on a chair , meditating on the contrasts between the two classes that live on the planet . He hears Droxine and leaves to talk to her about Vulcans , however , they fail to notice a woman that lurks behind some columns nearby and then enters the resting chamber where Kirk is , drawing a cavern implement to his neck . Act Two . At the last possible moment , Kirk grabs her arm and in one swift move , pins her to the bed . He recognizes her as his attacker on the surface and insists that she answer his questions . When Kirk releases her , however , she again grabs the weapon and attempts to attack Kirk but is subdued again . Kirk ' s attacker insists that murder was not her intent – she wanted to take Kirk hostage . When Droxine and Spock enter , it is clear that Kirk ' s attacker , named Vanna , is a servant on Stratos , who mistakenly believes that the " Enterprise " and her crew have been called there to decisively end the Disrupters ' rebellion . Droxine ' s and Vanna ' s conversation indicates 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 from Droxine . She insists that the system , as it stands , is perfect and can see no reason to change it . Outside , Vanna ' s hands are bound behind her back to the rostrum . Droxine and two Sentinels are also present . As some people stroll by casually , Plasus demands to know the names of the other Disrupters . When Vanna denies their existence , he signals for the torture rays . Vanna is unable to look away or even shut her eyes , but does scream , attracting Kirk and Spock . As they arrive , the torture stops and Vanna slumps unconscious . Kirk did not realize torture was involved in obtaining the zenite , and objects . Plasus reiterates it is necessary . After some heated words and threats are exchanged between Kirk and Plasus , he orders the Sentinels to remove Vanna from the torture device and demands Kirk and Spock to return to the " Enterprise " or risk a diplomatic incident . After Kirk and Spock beam up , Plasus advises the sentinels to kill Kirk if he ever sets foot on Stratos again . Act Three . Kirk and Spock are back on the bridge of the " Enterprise " . The crew now has 12 hours remaining to get the zenite to Merak II . Dr . McCoy , who has been studying the Troglytes ' environment , reports . It appears that exposure to the gas emanating from unrefined zenite has deleterious effects on the mental function of the Troglytes . This would partly explain their decreased mental capacity . McCoy adds that the effects are fully reversible , regardless of the repeated exposure . Therefore , that simply wearing gas mask filters should protect them 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 desperately needed consignment of zenite , Kirk orders McCoy to acquire as many gas masks as he can . Kirk , Spock and McCoy contact Plasus from the transporter room 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 . Plasus abruptly terminates the communication . Kirk orders Spock to beam him to Vanna ' s confinement cell , against Plasus ' stern suggestion that he not return to Stratos . 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 directly 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 three times with a mortae as a signal , and two other Disrupters , Anka and Midro , 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 . She forces him to mine zenite with his bare hands . Act Four . Vanna sends the two Disrupters away , Anka to transport the gas mask to the Cloud Dwellers ' City as a message to the High Adviser , and Midro to alert the other Disrupters of any " Enterprise " officers who try to rescue Kirk . An argument between her and Midro reveals some disagreement about who makes the decisions . This leaves her alone with Kirk . Having somewhat placated Vanna by getting her to talk , he throws zenite dust at her , which distracts her . He then rushes at her and retrieves his phaser , using it to seal them in . Vanna exclaims that Kirk has cut off their air , but Kirk says he needs to run a demonstration . He finds his communicator and orders Spock to transport Plasus to Kirk ' s coordinates in the mine , without warning . On Stratos , Plasus is at the moment very close to Droxine ( too close to transport without taking her as well ) , who currently is thinking about Kirk and Spock . They are interrupted by a sentinel who informs them of Vanna ' s escape with Kirk ' s help . Droxine points out Kirk is desperate , and Plasus sends her away , not tolerating any defense , but not before she asks her father whether their methods of dealing with the Troglytes are really the only correct recourse . Soon , Plasus finds himself beamed into the mine . In the mine , Kirk forces both Plasus and Vanna to mine the zenite in order to become exposed to the gas . Plasus eventually refuses 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 Plasus 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 materialize on the transporter platform , Spock has to restrain Kirk and remind him of the effects of the zenite gas . Kirk slowly becomes himself again . On Stratos , Kirk now has Vanna ' s trust and receives the consignment of zenite . Furthermore , Vanna makes it clear that with their minds unimpaired by the zenite , her people will be pursuing their political cause with even more vigor and determination . Kirk once again offers his assistance in mediating on behalf of the Troglytes , referring them to the Federation Bureau of Industrialization . Plasus and Kirk again exchange accusations , but Vanna convinces them to drop them both . Spock bids farewell to Droxine ; she states that she will leave Stratos and go to the mines on the surface below . Memorable quotes . " " I have never before met a Vulcan , sir . " " " " Nor I a work of art , Madam . " " " " 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 . " " " " You sleep lightly , Captain . " " " " Yes . Duty is a good teacher . " " " " 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 . " " " " If Captain Kirk appears again – kill him . " " " " 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 . " " " " 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 . " " " " Hours can be centuries , just as words can be lies . " " " " But soon the atmosphere will go . We ' ll die ! " " " " Die from something that can ' t be seen ? You astound me , Vanna . " " " " Father , are we so sure of our methods that we never question what we do ? " " " " I am high advisor of all the planet ! I will take no more orders ! ! " " " " Dig ! " " Links and references . References . antigravity ; Ardana ; Ardanan ; art ; bigotry ; " Bones " ; botanical plague ; cavern implement ; Cloud City Council Chamber ; Cloud City Council Gallery ; confinement quarters ; Disrupter ; dressmaker ; ear ; Earth ; engineer ; entomology ; Federation ; Federation Bureau of Industrialization ; filter mask ; high advisor ; hostage ; humanitarianism ; logic ; Merak II ; Milky Way Galaxy ; mining ; mortae ; oxygen ; " pon farr " ; protector ; quadrant ; ray s ; repair permit ; ; retardation ; 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 ; vocabulary ; Vulcan ; Vulcan ( planet ) ; zenite