The Best of Both Worlds ( episode ) The Borg begin an invasion of Federation space much sooner than was expected . With the " Enterprise " unable to affect them , the Borg capture Captain Picard and turn him into one of their own . ( " Season finale " ) Summary . Teaser . Commander Riker , Data , Worf , and Geordi La Forge file into a transporter room . Worf notifies Riker that there has been no contact from the surface of Jouret IV for over twelve hours , nor any signs of life . Immediately after the away team is beamed down by Transporter Chief Miles O ' Brien , the team finds not only that the entire colony of New Providence has been completely destroyed but also that the colony ' s former town center is now nothing more than a giant crater . Act One . As the travels alongside an starship , Hanson and Shelby inform Captain Picard and Riker – in Picard ' s ready room – that Starfleet is unprepared for a potential Borg incursion , despite having known for over a year that they are coming . The officer s discuss whether the colony was destroyed by the Borg and refer to the " Enterprise " s first contact with them , at System J - 25 a year previously . Hanson asserts that Shelby – an expert on the Borg – will lead the investigation . She is eager to view the colony site but the next away mission there will not be until dawn . Before taking Shelby to her quarters , Riker invites Hanson to the " Enterprise " s upcoming poker night but the admiral instead recommends Shelby as a rumored poker player as he and Picard have much to discuss . Alone with Picard , Hanson details his approval of Shelby . He tries to encourage the captain to accept her as his first officer and convince Riker to assume captaincy of the , a command offer that Picard was heretofore unaware of and follows two previous proposals – the and the – that Riker has declined . Hanson suggests that Picard kicks Riker in the rear end for his own good , and notes that his staying on the " Enterprise " is hurting his career . Entering her quarters with Riker , Shelby reveals she has an uncertain theory about how to search for the Borg , extrapolating a " Borg footprint " from their previous encounter with the " Enterprise " . Discussion turns to the forthcoming mission and , even though Shelby takes the initiative to select away team members , Riker interjects that not only has he already assigned them to the away team but will be joining the team himself . Shelby lets Riker know , in no uncertain terms , that she wants his job but then apologetically claims she was unaware that he has no intention of leaving the " Enterprise " . Riker responds that she will be the first to know if he does decide to leave . On his way out of the quarters , Riker tells Shelby the details of that night ' s poker game . They , Wesley Crusher , Deanna Troi , Data , and Geordi La Forge are later at the game , which results in Riker fooling Wesley – inexperienced at poker – into suspecting that Riker has an impressive hand . By confronting Riker , Shelby wins the game . Friction mounts between Shelby and Riker after he , attending the mission with La Forge , learns that she and Data beamed down to the colony an hour beforehand . On the planet surface , he authoritatively draws her away . Data is confused by Shelby ' s statement that the " early bird gets the worm " and confers with La Forge , saying she made a mistake because there are no " avifaunal or vermicular lifeforms " on Jouret IV . La Forge tells Data that ' s not what she meant , but she " did " make an error . Shelby privately tells Riker that her expediency was due to an approaching storm front . Riker reminds her of regulations , of which she takes note . Shelby reports to him that the area ' s soil contains their Borg footprint , confirming that the colony ' s decimation was due to the Borg . Act Two . With the " Enterprise " now in a solitary orbit , Riker notifies Picard of the efforts being made to ready the ship and Starfleet for the impending Borg invasion . When Picard asks for his assessment of Shelby , Riker admits that she knows her stuff but has not earned his full confidence , noting her initiative and taking risks . Humorously , Picard indirectly likens those qualities to a younger Riker . The captain then questions why Riker is still on the " Enterprise " , since he ' s been offered command of the " Melbourne " . Although Riker answers that he has not decided to pursue that commission , Picard lengthily urges him to reconsider , noting that he is ready to take command , and the " Enterprise " will be just fine without him . Later in Ten Forward , Riker discusses his uncertainty with Counselor Troi and , as he considers reasons why he is still aboard the ship , Troi doubts each one . He agrees with Picard that there is a similarity between Shelby and his younger self , and wonders why he seems to have lost attributes she now possesses – such as impatience , ambition and risk - taking . Troi reassures him that , on the contrary , he has matured and thereby gained more than he realizes . Giving him pause for thought , she asks him what he wants . In engineering , Shelby and a team that includes Data , Geordi La Forge and Wesley Crusher deduce that a Borg cube ' s systems are likely interconnected , like the Borg themselves . The team debate their own ship ' s available technologies but La Forge and Crusher confess to being overly tired . Despite Shelby wanting their work to continue , Riker insists otherwise , due to the team ' s exhaustion . Eventually , Riker dismisses Shelby . On the next day , most of the ship ' s senior officer s are in the observation lounge while Admiral Hanson remotely notifies them that the recently reported ( via a distress call ) contact with an alien , " cube - shaped " vessel but subsequently went missing . On Picard ' s direction , the " Enterprise " starts to head there at maximum warp . Meanwhile , Hansen informs Picard that every available starship is en route to assist the " Enterprise " but are still six days away from their destination . Picard vows that the " Enterprise " will try to keep the Borg occupied and Hanson then ends his message . While some of the senior officers exit to man their battle stations , Picard questions La Forge about the " Enterprise " s state of combat readiness but the engineer relates that the situation seems grim . With the " Enterprise " continuing at warp , the bridge officer s later detect the invading Borg cube , which moves to intercept the Starfleet vessel . Picard instructs Worf that Hanson is to be contacted with news that the engagement has begun . Act Three . With the two ships face - to - face , Picard is hailed by the Borg . Data is unsure if the cube is the same ship the " Enterprise " encountered at J - 25 but says their dimensions match exactly . The Borg demand that Picard personally surrenders to them , influencing the bridge officers to realize that the Borg ' s priorities have changed from an interest exclusively in technology . Picard defiantly refuses and continues to threaten the Borg to withdraw . A skirmish ensues , in which the cube makes an eventually successful attempt to trap the " Enterprise " in a tractor beam . Whereas the " Enterprise " s weapons do no damage to the cube , the Borg ' s use of a cutting beam forces La Forge to evacuate engineering . Thanks to Shelby ' s quick - witted strategy and technical knowledge , the " Enterprise " breaks away using multiple phaser hits with random frequencies . On a course set by Picard , the ship speedily departs , pursued by the cube moments later . La Forge arrives on the bridge , while Data reports that eleven crewmembers were killed when the Borg attacked , along with eight more missing . Picard supervises the ship ' s entry into the sensor - blinding Paulson Nebula , a hiding spot into which the cube does not follow . Riker , Shelby , and the engineering team in the observation lounge review their escape from the cube ' s tractor beam , finding that a high narrow band of phaser frequencies momentarily nullified the cube ' s power . La Forge and Crusher come up with a plan to fire a concentrated blast of those same frequencies from the main deflector dish . Shelby fears that such a blast would also destroy the " Enterprise " but Riker proposes that the plan could still work , if some distance was put between the ship and its target . Although Riker approves of Shelby suggesting that all phasers are retuned to the same band of frequencies , he repeatedly dismisses her recommending that they separate the vessel ' s saucer section and use it to divert the Borg . Shelby insists that Captain Picard be given the option of deciding on her proposal , but – after Riker replies that he personally presents all ideas to Picard – she finally desists and exits with Data and Wesley , leaving Riker and La Forge to remark on her stubbornness . They nevertheless agree that she can help the " Enterprise " crew . Riker later enters Picard ' s ready room to find Shelby there , having brought her controversial suggestion to the captain . Picard agrees with an uncomfortable Riker that the right time for Shelby ' s plan is not yet but dictates that her proposed stratagem should be used as a fall - back . Riker accepts Picard telling him to make the necessary preparations to enact her plan . Riker and Shelby board a turbolift via the bridge but Riker immediately stalls their journey to the battle bridge on deck eight . Fuming about her insubordination , he warns Shelby not to bypass his authority again . After he grants her permission to speak freely , she irritatedly emotes that Riker is obstructing her career . Riker mocks her frustration but she then criticizes the cautiousness of his shipboard service , telling him that – if he cannot make the big choices that go with his rank – he should abdicate to someone who can . Act Four . While touring the " Enterprise " ( after surveying engineering ) , Picard visits an empty Ten Forward , where Guinan , sitting off to the side in the dark , is puzzled to see that he is awake . He tells her of his tour and , as they converse over the tradition of such a tour , Guinan intuits that Picard is not confident about the imminent clash with the Borg . He admits as much , anticipating that the conflict may spell the end for his civilization . She assures him that – even in the face of almost certain obliteration – Humanity , like her own people have done , will prevail against the Borg by surviving . Explosions outside the ship ' s hull and a communication from Worf summon the captain to the bridge . There , Picard learns that the blasts are due to magnetometric guided charge s from the Borg cube . Soon thereafter , the " Enterprise " speeds out of the nebula under Riker ' s supervision , as requested by Picard , but is struck by one of the charges . The cube gives chase , soon managing to tractor onto the " Enterprise " , and Borg intruders begin to transport onto the bridge . Although Worf manages to disable the first with his own phaser , he and Riker are forcefully discarded when they consecutively try to assault a second Borg , who resists Worf ' s phaser . A third appears beside Picard and restrains the captain before both vanish . He and the two Borg survivors are transported from the bridge , leaving the disabled one to self - destruct . Recovering , Riker and Worf find that the Borg are making a quick getaway , so Riker orders pursuit . O ' Brien is unable to beam Picard back due to interference . Worf shockingly discovers the course the Borg has set will lead them to Sector 001 . Riker grimly identifies the Borg ' s exact target : Earth . Picard is escorted to face the cube ' s interior , where the Borg Collective inform him that he has been chosen to become a liaison between the Borg and Humanity , to expedite the assimilation of Earth into the Collective . Picard refuses to comply , saying that Humans would rather die , but the Borg maintain that his efforts to resist them will not succeed . La Forge meanwhile informs Riker , on the " Enterprise " s bridge , that their deflector is nearly weaponized but will require an abundance of power from the warp engine s . Riker arranges an away team to retrieve Picard and , on Shelby ' s advice , he also prioritizes inducing the cube to drop out of warp . Riker plans to lead the away team himself , leaving Shelby to coordinate with Starfleet from the bridge , but she objects that the team could use Shelby ' s knowledge of the Borg . Riker cuts Shelby off mid - sentence but listens to Troi ' s objection that protocol dictates that Riker ' s place is on the bridge as the Federation is currently in a state of war . Reluctantly , he assigns command of the team to Shelby . Act Five . After preparing to board the cube , the away team members – Shelby , Worf , Data and Dr . Crusher – are transported over to the Borg craft , armed with newly retuned phasers . Shelby reminds the team that their phasers would work once or twice before the Borg learn to adapt . Dr . Crusher , who was heading up Starfleet Medical when the " Enterprise " first encountered the Borg near J - 25 , questions what kind of resistance they should expect . Data replies that the Borg ignored them when they originally beamed aboard their vessel as they did not see their presence as a threat . Shelby pipes up that may change should they begin to interfere with their plans . They begin their quest for Picard , whom Worf is unable to detect using a tricorder . As predicted , the Borg take no action against the the away team . Dr . Crusher notices a Borg linkup and metaphorically suggests – likening the away team to mosquito es – that vandalizing the cube ' s systems could hinder the Borg . In another section of corridor , Data finds more distribution node s and Worf ' s tricorder detects Picard ' s combadge but the communicator is unresponsive , so the team start heading towards it . In the " Enterprise " s ready room , Riker strongly advises Admiral Hanson – via the room ' s desktop monitor – that Earth ' s protection be prioritized . By way of acknowledgment , the admiral says his fleet will intercept the Borg at Wolf 359 . Riker notifies Hanson of the " Enterprise " s situation , worriedly implying to a curious Hanson that there has not yet been any sign of Picard . The away team find Picard ' s discarded uniform and combadge . Shelby apprises Riker ( now on the bridge ) of this news , just before he is told – by Wesley and La Forge – that the deflector weapon is ready but will require some rearrangement of the ship ' s crew , which Troi goes to help with . Riker orders the away team to find a way to disengage the cube from warp and Shelby acknowledges . She oversees the experimental destruction of one of the distribution nodes , requiring the combined phaser power of Data and Worf . The disturbance influences the Borg to become energized but the team manage to shatter two more nodes . Their sabotage causes the Borg cube to drop out of warp , a development that Wesley reports on the " Enterprise " s bridge , and enables La Forge to divert power from warp to the weaponized deflector . Riker supervises final preparations for using the weapon . Meanwhile , the away team manages to disable several approaching Borg but they soon adapt to the modified frequencies . As the Borg close in on the away team , Beverly notices Picard in the distance and calls out to him , but , as the Captain turns to face his crew , his features reveal the implementation of Borg implants and hardware throughout his body - he has been physically altered into a Borg . Worf , shocked , determinedly heads towards his former captain but a powerful force field blocks his way and knocks Worf to the floor . On Shelby ' s command , the team makes a hasty escape to the " Enterprise " , leaving Picard behind . They somberly arrive on the bridge and regrettably notify Riker that the captain " has been altered by the Borg " as Worf disgustedly clarifies that Picard " is " a Borg . Riker is disturbed by this news , as both Shelby and Dr . Crusher are intent on making another recovery attempt but , as the Borg cube re - energizes , Riker insists that they instead use their deflector weapon as this is the only chance to destroy them - should the Borg regain warp drive , the " Enterprise " s weapon will become useless . The Borg hail the " Enterprise . " The crew watches in horror as Captain Picard , now calling himself " Locutus of Borg " , to assimilate the " Enterprise " and destroy the Federation . Determined , and with no other option , Commander Riker makes the ultimate decision . . . TO BE CONTINUED . . . Memorable quotes . " " The truth of the matter is . . . hell , we are not ready . We knew they were coming for over a year . We ' ve thrown every resource we have into this , but still . . . " " " " Then you are convinced it is the Borg ? " " " " That ' s what I ' m here to find out . The initial descriptions of these surface conditions are almost identical to your reports from system J - 25 . " " " " He ' s hurting his career by staying put . If I were you , I ' d kick him in the rear end for his own good . " " " " Well , I ' ve only got two pair , but I ' ve " got " to see your hole card . I ' ll call . " " " " Morning . Early bird gets the worm , eh ? We ' ve had some interesting results . " " " " Commander Shelby . Walk with me , Commander . " " ( confused ) " " Early bird . . . ? I believe Commander Shelby erred . There is no evidence of avifaunal " or " crawling vermicular lifeforms on Jouret IV . " " " " That ' s not what she meant , Data . . . but you ' re right : she erred . " " " " The soil contains the same magnetic resonance traces . That ' s our footprint . There ' s no doubt anymore . It " is " the Borg . " " " " Will . . . what the " hell " are you still doing here ? " " " " Mr . Worf , dispatch a subspace message to Admiral Hanson . We have engaged the Borg . " " " " Jean - Luc Picard , captain of the starship " Enterprise " , registry NCC - 1701 - D , you will lower your shields and prepare to transport yourself aboard our vessel . If you do not co - operate , we will destroy your ship . " " " " You have committed acts of aggression against the United Federation of Planets ! " " " " What the hell do they want with " you " ? " " " " I thought they weren ' t interested in Human lifeforms , only our technology . " " " " Their priorities seem to have changed . " " " " You disagree with me , fine . You need to take it to the captain , fine ; through me . You do an end run around me again , I ' ll snap you back so hard you ' ll think you ' re a first - year cadet again . " " " " May I speak frankly , commander ? " " " " By all means . " " " " You ' re in my way . " " " Really ? " ( Unpleasant smile and sarcastic tone ) " How terrible for you . " " " " This is . . . just another page in history , isn ' t it ? Will this be the end of " our " civilization ? Turn the page . " " " " When it comes to this ship and this crew , you ' re damned right I play it safe . " " " " If you can ' t make the big decisions , commander , I suggest you make room for someone who can . " " " " Captain Jean - Luc Picard , you lead the strongest ship of the Federation fleet . You speak for your people . " " " " I have nothing to say to you ! And I will resist you with my last ounce of strength ! " " " " Strength is irrelevant . Resistance is futile . We wish to improve ourselves . We will add your biological and technological distinctiveness to our own . Your culture will adapt to service ours . " " " " Impossible ! My culture is based on freedom and self - determination ! " " " " Freedom is irrelevant . Self - determination is irrelevant . You must comply . " " " " We would rather die ! " " " " Death is irrelevant . Your archaic cultures are authority - driven . To facilitate our introduction into your societies , it has been decided that a Human voice will speak for us in all communications . You have been chosen to be that voice . " " " " The captain has been altered by the Borg . " " " " Altered ? " " " " He IS a Borg ! " " " I am Locutus . . . of Borg . Resistance . . . is futile . Your life , as it has been . . . is over . From this time forward . . . you will service . . . " us . " " " " " Mr . Worf . . . fire . " " Background information . Story and script . Script edits . The final draft script includes several moments that did not survive the episode ' s transition to its final , televised version . These include : Links and references . References . " As You Like It " ; avifauna ; Battle of Trafalgar ; Borg ; Borg Collective ; chromium ; cutting beam ; Earl Grey tea ; Earth ; ; EM base - emitting frequency ; Federation ; Flavius Honorius ; Hanson ' s transport ; intercept course ; Jouret IV ; ; Locutus of Borg ; Locutus ' cube ; magnesium ; magnetic resonance traces ; magnetometric guided charge ; ; mosquito ; navigational deflector ; ; New Providence colony ; Paulson Nebula ; plasma phaser ; rear end ; Sector 001 ; Sentinel Minor IV ; shield ; shield nutation ; Starbase 157 ; Starbase 324 ; subspace field fluctuation ; System J - 25 ; tactical analysis ; Terran system ; time index ; tricorder ; vermicular lifeform ; " Victory " , HMS ; Visigoth ; yellow alert ; Zeta Alpha II