It is party time in the grotesque carnival land. Clown: "You understand, don't you, Harry, that we will have to punish you for your Captain's little trick? To the winner go the spoils and you are the spoils, after all. We can talk about that later. For now, enjoy yourself!" Suddenly the Doctor materialises in front of the Clown. The Clown tells him: "Well, you certainly know how to bring a party to a halt." Doctor: "I don't get out very much." Clown: "I bet." Doctor: "The Captain has sent me with an ultimatum." Clown: "Ultimatum! Ultimatum. She would give me an ultimatum?" He laughs and gestures for his followers to laugh. They do so, then stop immediately he gives the cut-off signal. He jeers at the Doctor: "Did Napoleon give an ultimatum after Waterloo? Did Chulak of Romulus give an ultimatum after his defeat at Galorndon Core? We won! We give the ultimatums around here." Doctor: "The Captain is prepared to shut down the system one minute from now if you don't agree to her terms." Clown: "And scramble the brains of all my guests, including Harry? I don't think so." Doctor: "Fifty-two seconds. She is willing to risk brain damage to the hostages, but she will end this, and end this now, one way or another." Clown: "What are her, her terms?" Doctor: "Forty-three seconds. She will allow you to keep one person on the system. The other hostages must be released." Clown: "One? Never! I won't agree!" Doctor: "You have thirty seconds to avoid termination." Clown is beginning to panic. "I need more time, time to think. Two! Let me keep two." Doctor: "Twenty seconds. There is another provision. The one hostage you will be allowed to keep is Captain Janeway herself." The Clown is surprised. "She would choose to be with me?" Doctor: "Your time is up. Your answer, please." Clown: "Yes!"

Doctor, via comms: "Captain, this is the Doctor. I've returned to Sickbay. Please turn to your Emergency Medical Holographic channel." Janeway does so. Janeway: "Did he accept?" Doctor, on monitor screen: "Yes, Captain." Janeway: "Perfect. Good work, Doctor." Doctor, on monitor screen: Would you like me to return and supervise the evacuation of the hostages?" Janeway: "I don't think that'll be necessary, but you could help with the preparations at this end. Janeway out." Contact ends. Torres: "We're finished here, Captain." Janeway: "Initiate the recall subroutine and prepare to begin resuscitation. Kes, give me a hand getting hooked up to all this."

In his surreal carnival domain, the Clown is chivvying his minions as they clean the place: "Sparkling, I want everything sparkling for her arrival, sparkling. Ah, ah, ah, ah, Harry, not so fast. They can't have you until I have her. No more tricks. Ooh, she's coming. I can feel the system beginning to scan her brain. This really is such an extraordinary gesture she's making. I am so moved. You don't quite believe it yourself, do you? Kim: "The Captain would sacrifice herself to save the hostages." Kim: "'Sacrifice herself'?" Clown: "You can be so cruel, Harry. You don't appreciate my hospitality." Janeway "materialises" inside the artificial reality. The Clown goes to meet her: "You're here. You're actually here. I don't believe it." Janeway: "The arrangement was that the others would be released." Clown: "You show remarkable trust, Captain. How could you be so sure I would keep my word?" Janeway: "I've known Fear. It's a very healthy thing most of the time. You warn us of danger, remind us of our limits, protect us from carelessness. I've learned to trust Fear." Clown: "Finally, someone who appreciates me. Am I blushing?" Janeway: "Let them go." Clown: "Yes, yes, of course." He calls to Kim and the two surviving Kohl: "You may depart. Farewell, my friends. Do come back and visit. I'll always be here." Kim goes to the control console. In Cargo Bay 1, Torres reports: "The recall subroutine has been activated." Kes: "Body temperatures are rising." Torres: "Initiating all backup systems. The hostages should regain consciousness in less than ten minutes." Back in the Clown's domain, Kim tells Janeway: "We'll get you out of here, Captain. I promise." Janeway: "That won't be necessary, Mr Kim, but thank you." Kim and the two Kohl vanish from the Kohl system. Clown to Janeway: "I can't wait to get to know you, to make you a part of me." Janeway: "As I understand it, it takes a few minutes before you become aware of my thoughts. Is that true?" Clown: "An eternity of anticipation." Janeway: "And then what happens?" Clown: "And then the fun begins." In the cargo bay, Torres reports: "All systems functioning as anticipated. Resuscitation entering final warming." Kes: "Bio-functions are returning to normal. Their own hearts are taking over. They don't need supplemental life support any longer." In the carnival world, Janeway asks the Clown: "Would you be honest with me?" Clown: "Fear is the most honest of all emotions, Captain." Janeway: "You really want this to end as much as I do, don't you?" Clown: "Now, now, don't even think about leaving. I'm not going to let you go, not after all this. Mirror." A mirror suddenly appears. "Don't we make a beautiful couple, Captain?" Janeway: "I'm not Captain Janeway." Clown: "Could've fooled me." Janeway: "I'm afraid I did." Clown: "Pardon?" Janeway: "I'm nothing more than a holographic image of Captain Janeway, sent here by the same technique they used to send their Doctor. I've been programmed to respond to you as Kathryn Janeway would." The Clown is confused. "But, but I, I feel you. You, you're on the system." Janeway: "She is on the system, yes, but not in stasis. Captain Janeway and her crew modified the pods so that she could be connected to the system without having to enter this environment. The goal was to let you sense her brain activity without putting her in actual jeopardy. You will be able to confirm what I'm telling you as soon as you become aware of her thoughts. You know as well as I do that Fear only exists for one purpose - to be conquered." Clown: "She tricked me." Janeway: "Did she? Or was a part of you actually hoping to be defeated? Isn't that why you allowed Captain Janeway to come here, because you sensed she had the power to subdue you?" Clown: "No. She lied. That was very un-Starfleet of her." Janeway: "Starfleet captains don't easily succumb to Fear." The Clown is gradually fading. "What will become of us? Of me?" Janeway: "Like all Fear, you eventually vanish." He is disappearing. "I'm afraid." Janeway: "I know." Clown: "Drat." He vanishes.