What Are Little Girls Made Of ? ( episode ) The " Enterprise " finds archaeologist Dr . Roger Korby , who has been missing for five years , living underground on a deserted ice planet with a group of sophisticated androids . Summary . Teaser . The approaches the planet Exo III to learn the fate of Dr . Roger Korby , a prominent scientist whose last message was sent over five years earlier . Two previous expeditions have failed to uncover any trace of the Korby expedition . Despite the odds , Korby and at least part of his expedition have survived by taking refuge in underground ruins left by the former inhabitants of the planet . Lieutenant Uhura picks up a transmission from Korby on the planet ' s surface , surprising the " Enterprise " crew . Act One . Korby requests that Captain Kirk beam down alone , explaining that he has made discoveries that may require an extraordinary decision on Kirk ' s part . But when he learns Christine Chapel , his former fiancée , is aboard , he readily agrees for her to also beam down . Kirk and Chapel beam down but are met by no one so Kirk has two security officers beam down as well . Security officer Rayburn is instructed to remain at the beam down location while Kirk , Chapel , and the other security officer , Mathews , explore the ancient ruins , searching for Korby . Shortly after they meet Dr . , Dr . Korby ' s assistant , Mathews falls into a " bottomless " cave rn , leaving Kirk and Chapel alone . Dr . Brown seems somewhat detached and aloof , barely reacting to Mathews ' tragic fall . He also seems slow to recognize Chapel . Making their way through the winding cavern , Dr . Brown explains that the previous civilization that inhabited Exo III moved underground when their sun went dark . He elaborates that the inhabitants replaced freedom with a mechanistic culture and claims that once Dr . Korby is freed from the cavernous environment they are currently in , the discoveries he has made will revolutionize the universe . The group then enters a room . Inside , they also meet Andrea , a beautiful woman . Kirk meets Korby , who seems friendly enough . But he insists there be no communication with the ship . This is not acceptable to Kirk , especially since in addition to the death of one crewman , he has also lost contact with another , Rayburn , whom he left at the cave ' s entrance . When Brown threatens Kirk with a laser pistol , there is a brief struggle during which Brown is shot – and it is revealed that he is not Human , but a complex android . Meanwhile , the massive android Ruk immobilizes Kirk by picking him up and lifting him against a wall , preventing his escape . Act Two . In another room , Korby has Ruk , in a near perfect imitation of Kirk ' s voice , send a message to the " Enterprise " through Kirk ' s communicator , where Spock had been concerned that Kirk ' s routine check - in time had past . Korby warns Kirk that if he moves or cries out to Spock , Ruk will have no choice but to harm him . " Kirk " informs Spock that everything is fine and to maintain routine contact and signs off . Korby informs Kirk that Ruk had been tending the machinery in the ruins for longer than even he could remember . With his help and with the records Korby found , they built Brown . When directly asked by Kirk the fate of his second security officer Rayburn , Korby informs Kirk that Ruk killed both Rayburn and Matthews , but Korby claims it was expressly against his orders . Korby has Ruk imitate other voices , but grows angry when Ruk imitates Chapel . He orders Ruk never to mock or harm Chapel , and at Kirk ' s prompting , adds that he is to obey all of Chapel ' s commands . Kirk attempts to once again escape but Ruk is too fast for him . The hulking android picks him up and throws him across the room like a doll . Korby returns to the main dining room to join Chapel and Andrea . Kirk is being held securely by Ruk as Korby begins to reveal more of his plans to Kirk and Chapel . He then reveals to them that Andrea , too , is an android and tries to convince a jealous Chapel that there is no romantic feelings between him and Andrea . Korby explains that Andrea simply obeys his orders . To prove his point Korby orders Andrea to kiss Kirk , which she does , then slap him across the face . But Kirk still demands answers : if these ' mechanical things ' as Kirk dubs the androids , say and do only as Korby programmed , then why did Brown tried to shoot him earlier and why did Ruk murdered Kirk ' s two security officers . Kirk says that there are many things he still doesn ' t understand regarding everything that has happened up until then . Korby tells the captain that he will answer all of Kirk ' s questions now . A short time later , Korby leads Chapel to his laboratory where the android duplicator , with a Human - shaped blank that Ruk just locked down on the side facing her , catches her attention . Korby informs her that this is how an android is made , then orders Andrea to slightly turn the platform and Chapel is horrified to see Kirk , locked down by Ruk , naked and unconscious , on the other side . Act Three . Kirk is then spun around to be made a copy of while a shocked Chapel looks on in confusion . Soon the physical process is completed . Korby says the android is an exact physical replica of the real Kirk . He then explains that he will transfer all of Kirk ' s memories into the android to make the duplication complete . But Kirk overhears this , and while Korby readies the machine , Kirk murmurs to himself , " " Mind your own business , Mr . Spock , I ' m sick of your half - breed interference , do you hear ? " " He repeats this as the memories are copied . Korby then presents his new android to Chapel . " " How do you do , Miss Chapel ? " " ' After the experiment , " Kirk " joins Chapel for lunch , and asks her if she would obey if he gave her an order to betray Roger Korby . Chapel says , " " Please don ' t ask me to make that choice . " " The tone of the conversation causes her to lose her appetite , but she encourages " Kirk " to eat . With a smile , he informs her that " " Androids don ' t eat , Miss Chapel . " " She had been unknowingly talking to the android Kirk all along . Korby , Ruk , and the real Kirk , wearing a jumpsuit similar to Korby ' s , enter and even Kirk is impressed . He quizzes his duplicate on details of his life and family , but the android answers every question perfectly . The duplicate Kirk is sent to the " Enterprise " to secure the command packet from Kirk ' s quarters containing the ship ' s itinerary ; Korby ' s plan is to select a colony where he can begin carefully manufacturing android replacements . He believes he can secretly create a superior android civilization , and he plans to prove it . Kirk makes a third attempt to escape by choking Korby with a rope and running off . As Ruk pursues him , Chapel yells after him , " " I order you not to harm him ! " " Ruk imitates Chapel ' s voice in an attempt to lure Kirk out of hiding , but Kirk sees through the ruse and attacks Ruk with a broken - off stalactite . In the struggle , Kirk falls and hangs dangerously from the edge of another deep hole . Act Four . But after Ruk stares at Kirk for a moment as he dangles off the precipice , the giant android pulls Kirk to safety , perhaps in obedience to Chapel ' s order not to harm the captain . Meanwhile , on the " Enterprise " , Spock is surprised by Kirk ' s unannounced return , as he casually strolls past him in a corridor . When Spock enters Kirk ' s quarters and tries to inquire about Dr . Korby , Kirk snaps at him , " " Mind your own business , Mr . Spock . I ' m sick of your half - breed interference , do you hear ? " " Immediately after this uncharacteristic outburst , Kirk is pleasant again ; he returns to the planet , leaving a very bewildered Spock behind . Realizing that something is wrong , he forms a security team to prepare to beam down after " Kirk " has left the ship . Back on the planet , the real Kirk asks Andrea to kiss him . She gives him the same type of kiss she gave him earlier - a brief gentle kiss on the lips . After the brief kiss , she half raises her left arm ready to slap him - another occurrence from the previous kiss . Kirk then stops her from slapping him , grabs Andrea , and gives her a much longer , passionate French kiss . This confuses her , since she was not programmed to respond to him . Deep down she enjoyed it , but her circuitry protested . Kirk is then confronted by Ruk and discusses the with him . Kirk learns more about the ancient civilization : they built their machines too well , became fearful of them , and started shutting them off . Survival outweighed programming ; the androids murdered their creators . Goaded by Kirk , Ruk grows angry and realizes that Korby is doing exactly the same thing . He starts to threaten Korby , who is forced to destroy Ruk with a phaser . Meanwhile , Andrea comes across the android Kirk and tries to repeat the romantic advances , thinking he is the real Kirk . When the android Kirk refuses , citing it as " illogical , " Andrea vaporizes him with a phaser . In a scuffle between Kirk and Korby , a section of skin is torn from the back of Korby ' s hand , revealing wires and circuits . Korby is revealed to be as well , to Chapel ' s horror . Korby tries to explain to a shocked Chapel that while critically injured , he built a perfect body and decanted himself into it . He claims that he ' s " still " the real Roger Korby , but is unable to demonstrate any uniquely " Human " qualities . The breakdown of this small segment of android civilization reveals the pitfalls of Korby ' s utopian vision . Soon enough , even he realizes this , and hands over his phaser in defeat and despair . But Andrea will not relinquish hers , and she confusedly tries to profess her love for Korby . As she kisses him , Korby pulls the trigger of the laser pistol in her hand , killing them both . Spock and his security team arrive and come upon Kirk and Chapel . When Spock inquired about Korby ' s whereabouts , Kirk replies to his first officer , " " Dr . Korby . . . was never here . " " Back on the ship , Chapel decides to stay on the " Enterprise " . Spock then tells Kirk of his dismay over his use of the term " half - breed " . Kirk replies , " " I ' ll remember that , Mr . Spock . . . the next time I find myself in a similar situation . " " Memorable quotes . " " Dr . Korby has discovered that as their sun dimmed , the inhabitants of this planet moved underground , from an open environment to this dark world . When you were a student of his , Christine , you must have often heard Dr . Korby remark how freedom of movement and choice produced the Human spirit . The culture of Exo III proved his theory . When they moved from light to darkness , they replaced freedom with a mechanistic culture . " " " You think I could love a machine ? " " " " Did you ? " " " " A thing is not a woman . " " " " This is how you make an android . " " " " Andrea , kiss Captain Kirk . " " [ Andrea kisses him ] " " Now , strike him . " " [ Andrea strikes him ] " " Choose , Christine . Which is your captain ? " " " " I don ' t know . They ' re exact . I " honestly " don ' t know . " " " " Mind your own business , Mister Spock . I ' m sick of your half - breed interference ! Do you hear ? " " " " Eating is a pleasure , sir . Unfortunately , one you will never know . " " " " Perhaps . But I will never starve , sir . " " " " In android form , a Human being can have practical immortality . Can you see what I ' m offering mankind ? " " " " Programming – different word , but the same old promises made by Genghis Khan , Julius Caesar , Hitler . . . " " " " Can you imagine how life could be improved if we could do away with jealousy , greed , hate ? " " " " It can also be improved by eliminating love , tenderness , sentiment . The other side of the coin , doctor . " " " " Oh , no . . . No . . . Not programmed for you . " " " " That was the equation ! Existence ! Survival must cancel out programming ! " " " " Aren ' t you doing exactly what you hate most in Humans : killing with no more concern than when you turn off a light ? " " " " I am not a computer . Test me . Ask me to solve any . . . Equate . . . Transmit . . . Christine ! Christine , let me prove myself ! . . . " " " " Don ' t you see Roger ? Everything you ' ve done has proved it isn ' t you . " " " " I AM Roger Korby ! " " " " Doctor Korby . . . was never here . " " " " Frankly , I was rather dismayed by your use of the term ' half - breed ' , captain . You must admit it is an unsophisticated expression . " " " " I ' ll remember that Mr . Spock . . . the next time I find myself in a similar situation . " " Links and references . References . 500 , 000 years ago ; 2261 ; 2265 ; android ; android duplicator ; animal ; archaeological medicine ; assistant ; autonomic nervous system ; bio - research ; broken bone ; brain ; ; " Brownie " ; ; calculating machine ; colony ; command packet ; Communicator ; computer ; cortex circuits ; deformity ; Earth ; Earth Colony II ; engineering control ; Exo III ; Exo III sun ; ; finger ; geisha ; gravity ; half - breed ; ; ignorance ; immortality ; immunization ; impulse deck ; insect ; ; ; ; Kirk ' s other nephews ; ; ; landing party ; leg s ; life ; logic ; love ; Maltuvis ; mechanistic culture ; medical record ; memory bank ; Midos V ; Milky Way Galaxy ; ; ; parole ; ; phaser gun ; pulse ; record bank ; research station ; scanner ; scientist ; ship ' s record banks ; security confirmation ; skin pigmentation ; soul ; stalactite ; Starfleet Academy ; student ; superstition ; synthetic organ ; synaptic fusion ; transfer ; unidentified tool