• teleplay by Joe Menosky
• story by Richard Gadas
• directed by Marvin V. Rush
• music by David Bell

Stardate not given: Voyager approaches a ravaged planet, but Janeway is surprised when a hail is received from an automated system. The message describes the disaster that devastated the planet and the cryogenically frozen handful of survivors. Janeway has the survivors beamed up, and Harry determines that their minds are linked in a complex computer system. Some of the survivors have not, in fact, survived, and the doctor suspects some kind of trauma; it is also discovered that the frozen survivors should have been revived long ago. Harry and B'elanna are linked to the computer and pay a visit to the artificial reality that the survivors' minds inhabit. It turns out to be a bizarre circus environment which is ruled by a malevolent clown known as Fear, who intends to keep the remaining survivors trapped in their interactive system to preserve his own existence. One of the captives reveals that the cyrogenically frozen corpses were killed by Fear. Fear allows Torres to leave the system, but Harry is its hostage. The Doctor is sent in to negotiate with Fear, but is unable to make any headway and another of the survivors is killed when Fear discovers an attempt to shut the system down. Finally, Fear agrees to an exchange of all of his hostages for a new victim: Janeway herself.

Guest Cast: Michael McKean (Fear), Thomas Kopache (Viorsa), Carel Struycken (Masked Clown), Patty Maloney (Midget), Tony Carlin (Survivor 1), Shannon O'Hurley (Survivor 2)