• written by Mike Sussman
• directed by Alexander Singer
• music by Dennis McCarthy

Stardate not given: En route back to Voyager, the shuttle carrying Paris and Torres is boarded by two unfamiliar alien lifeforms, who render the Voyager crew members unconscious and then leave. Voyager recovers the shuttle, but as the Doctor treats the badly injured Paris, he suffers from an increasing memory loss that he first encountered while running an opera program on the holodeck. Kes notices the Doctor's forgetfulness and alerts Torres to the problem. One easy solution would be to completely reinitialize the Doctor, but he would lose every memory of the past two years. Trying to salvage the wealth of information and relationships the Doctor has established, Torres calls up a holodeck diagnostic simulation of the Doctor's creator, Dr. Zimmerman. In the meantime, Janeway's decision to stealthily pass through the territory claimed by a hive of insectoid beings may result in Voyager being destroyed by the aliens' sheer numbers.

Guest Cast: Robert Picardo (Dr. Lewis Zimmerman), Carole Davis (Diva), Steven Houska (Chardis), Majel Barrett (Computer Voice)