Stardate 5371.3: A massive, planet-destroying extragalactic entity has entered Federation space and destroyed the planet Alondra, breaking it into small pieces in seconds. The cloud proceeds on a direct course for planet Mantilles, inhabited by nearly 100 million people. The Enterprise is pulled inside and is threatened by an antimatter barrage, actually a part of a "digestion system". Spock discovers that the cloud is a living entity, but the only way to save the planet may be to kill the creature by exploding the Enterprise while inside. Instead, Spock mind-melds with the cloud and convinces the creature to return to where it came from.

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