"The Alternative Factor" — What The Hell Happened? (Part 1)

Still from "The Alternative Factor" (1967)

On March 8, 2013, a press release formally announced These Are The Voyages - TOS: Season One. The forthcoming book promised to reveal, "the surprising and dramatic story of how Season One’s most criticized episode, The Alternative Factor went awry and became a jumbled mess." Shortly thereafter, a Kickstarter campaign was launched to fund the book, and the same language regarding "The Alternative Factor" was used as part of the project’s description.

Following the success of that campaign, the book's author, Marc Cushman, told Trek Core that one of the unanswered questions that drove him to write the book in the first place was, "What the hell happened to 'The Alternative Factor'?" Mr. Cushman reiterated this account in an interview with Trek Movie, and went on to outline his claim that, "The network got nervous at the last minute about 'The Alternative Factor' because it would have had the first interracial love story."

Mr. Cushman's website for These Are The Voyages has at least three different pages dedicated to "The Alternative Factor" (here, here, and here), and the books' Facebook page has had at least seven posts about the episode since it was launched in 2013. Considering the way Mr. Cushman continues to discuss the episode while promoting These Are The Voyages — it came up again on the Standard Orbit podcast, for example — he seems to believe his chapter on "The Alternative Factor" is one of the highlights of the book series. He certainly has treated it as a key selling point.

In light of this, Mr. Cushman's chapter about "The Alternative Factor" seems more suited for a comprehensive fact check than any other chapter in These Are The Voyages. Having forced myself to watch the episode multiple times in preparation for this piece, I find myself in agreement with Mr. Cushman on at least one point — one of the big unanswered questions about the production history of Star Trek has to be this: what the hell happened on "The Alternative Factor?"

Before I get down to answering that question, a brief explanatory note: to avoid being bogged down by constant citation, I have chosen to italicize passages taken from the revised edition of These Are The Voyages - TOS: Season One, by Marc Cushman with Susan Osborn, originally published in November of 2013. Other sources are cited in the endnotes of this piece.

Still of Don Ingalls' writing credit for "The Alternative Factor" (1967)

Don Ingalls was a former cop and a friend of Gene Roddenberry. He was also one of Roddenberry’s peers, having worked as both a writer and then producer on Have Gun - Will Travel. Ingalls continued to work as a writer/producer in television on the western Whiplash, where he farmed script work out to Roddenberry, and then on to The Travels of Jaimie McPheeters, The Virginian, 12 O’clock High, and Honey West.

Don Ingalls was, in fact, a former police officer and a friend of Gene Roddenberry. The two men first met while serving together in the Los Angeles Police Department in the early fifties. Both had flown B-17s in the Second World War and aspired to become professional television writers. According to Roddenberry biographer David Alexander, Ingalls and Roddenberry also shared "an appreciation of beautiful women and failing marriages."¹

Cushman and Osborn's timeline of Ingalls’ television credits, however, is somewhat jumbled and oversimplified. Ingalls' first staff assignment was as the story editor of Have Gun – Will Travel, for the show’s 1958-59 season.² He was offered the job after Roddenberry gave an Ingalls spec script to the show’s producer and co-creator, Sam Rolfe, who, "[liked] the way [Ingalls] handled the Paladin character."³ After a single season on Have Gun – Will Travel, Ingalls departed for London, to work for Lew Grade’s Incorporated Television Company (ITC) as a "script editor."⁴ In August of 1959, while at ITC, Ingalls was named the "head writer and script supervisor" of Whiplash, an Australian Western starring future Mission: Impossible star Peter Graves.⁵ Ingalls was not the show’s producer (that was Ben Fox, with John Meredyth Lucas as associate producer), but as head writer, he was able to give Roddenberry work writing four episodes of the series (Ingalls wrote four episodes of the series himself). Later that year, Ingalls and Roddenberry were linked to a proposed Western anthology series called The Weapon. Had it gone to series, Ingalls and Roddenberry would have had "ownership stake and production roles," but the project appears to have been abandoned by early 1961.⁶

Don Ingalls’ first recorded producer credit in the Hollywood trade papers (as associate producer) was for Thunder Wagon, an unsuccessful pilot, which he was first linked to in September of 1961 (it is unclear if it was actually produced).⁷ Several months later, in early 1962, Ingalls returned to Have Gun – Will Travel, where he was named story supervisor and associate producer of the show’s 1962-63 season.⁸ When Robert Sparks departed before the end of that season (the program’s last), Ingalls was promoted to full producer.⁹

Stills from The Virginian, "Duel at Shiloh," January 2, 1963

After Have Gun – Will Travel had wrapped production, Ingalls served as the producer and principal writer of a single episode of The Virginian, called "Duel at Shiloh," in November of 1962.¹⁰ He then reunited with Robert Sparks to serve as the associate producer of The Travels of Jaimie McPheeters in early 1963. When Sparks died suddenly on July 22, 1963, Ingalls was again elevated to full producer mid-series, and again his tenure was short, as he resigned midway through the program’s only season due to "creative and artistic differences with the network."¹¹ Within a few weeks of his resignation, Ingalls returned to The Virginian as a "staff producer," and was tasked with producing four episodes.¹² A year after the conclusion of that assignment, Ingalls was hired as the associate producer of Honey West (1965-66), which he worked on for 21 episodes. Soon thereafter, in May of 1966, he became the associate producer of the third (and ultimately final) season of 12 O'Clock High (1964-67). To be clear, Ingalls never had the title of producer on either program. The producer of 12 O’Clock High was William D. Gordon (with Quinn Martin as executive producer) and the producer of Honey West was Richard Newton (with Aaron Spelling as executive producer).

To be fair, Cushman and Osborn shouldn’t be fully blamed for misstating some of Ingalls’ credits, as Ingalls himself appears to have been prone to exaggerating his own resume. An undated list of credits in the Gene Roddenberry papers at UCLA, for example, lists Ingalls as the co-creator and associate producer of Danger Man.¹³ In reality, Ingalls co-wrote a single first season episode with Ralph Smart (the only credited series creator), and never received credit as a producer on any episode. That same list of credits indicates Ingalls was the "associate producer" of Whiplash, a position he didn’t hold, either.¹⁴ Later, when he was interviewed by Lee Goldberg for Starlog, the resulting article claimed Ingalls had been a writer/producer on both The Big Valley and Gunsmoke.¹⁵ In fact, Ingalls was only a freelance writer for those series (writing five episodes for The Big Valley and two for Gunsmoke). He was never a producer for either program.

Roddenberry wanted his friend to write for Star Trek and approved the pitch concerning a man’s obsessive hunt for his other self (a self that exists in an alternate universe based in anti-matter) and Kirk’s efforts to solve the mystery regarding the hunter and the lookalike hunted, thereby preventing universal annihilation.

What Cushman and Osborn present here is rather speculative; there's no archival evidence indicating that Gene Roddenberry, rather than Gene Coon, heard or bought Ingalls’ pitch. At one point, Cushman and Osborn point to a Bob Justman memo as evidence that Ingalls pitched to Roddenberry:

Justman, also writing to Roddenberry, since Roddenberry had given out the assignment, said:

I have just read this story premise. I am extremely confused. I have just read Gene Coon’s memo on the premise. I agree with everything he says. I find that he seems less confused than I do. I congratulate him.

In actuality, however, Justman directed his memo to Gene Coon, not Gene Roddenberry:

Memo from Bob Justman to Gene Coon, September 6, 1966¹⁶

A quarter century after the episode was made, Starlog reported that:

When Roddenberry sold Star Trek, he gave his friend a call. Ingalls had a number of ideas, but the only one he remembers is the one he sold—"The Alternative Factor."¹⁷

This passage implies that Ingalls pitched and sold “The Alternative Factor” shortly after Star Trek was picked up by NBC as a weekly series, but this is unsupported by the archival evidence. NBC's pickup of Star Trek was announced in Daily Variety on March 1, 1966.¹⁸ Archival sources indicate that the series order was finalized a few days prior to the public announcement. On February 27, 1966, for instance, Roddenberry sent a telegram which read, in part, "HAVE PERSONAL ASSURANCE FROM NBC WE ARE FIRMLY SCHEDULED TUESDAY 730."¹⁹

Don Ingalls, however, did not receive a story assignment on Star Trek until the week ending August 19, 1966, more than five months after NBC put the series on its schedule.²⁰ Roddenberry may have called his close friend when the series sold, but it seems unlikely that Ingalls pitched any story ideas until several months later, when he was given the untitled story assignment that would become "The Alternative Factor."

Ingalls was most likely preoccupied by other commitments when Star Trek was first picked up by NBC. From May of 1965 until sometime in early 1966, Ingalls was the associate producer of Honey West, which wrapped production after a single season in March of 1966 (Ingalls departed before that date, only producing the first 21 of 30 episodes).²¹ Shortly after Honey West was cancelled, Ingalls was announced as one of nine writers assigned to prepare teleplays for the forthcoming season of The Big Valley.²² Less than six weeks later, Daily Variety announced that Ingalls had been signed as the associate producer of the third season of 12 O'Clock High, which would come to an early close when it was cancelled mid-season, while Ingalls was writing "The Alternative Factor."²³ From June to September of 1966, Ingalls was also busy working as a freelancer, turning in two scripts for Gunsmoke ("The Favor" and "Fandango!") and a script for The Virginian ("An Echo of Thunder").²⁴

The substance of Ingalls’ pitch is not recorded in the show files preserved at UCLA, but his memory a quarter century later largely matches what he delivered in his first draft story outline:

I had in mind parallel universes, in which there are positive and negative forces, and you have to keep the two universes separate, because if they're drawn together, you have annihilation...You have the bright side, the positive world we know and the negative world, where everyone's a villain. My idea was that one person from the negative world tries to break through—and if he succeeds, he destroys everything.²⁵

Still from "The Alternative Factor" (1967)

The story outline, in which the Enterprise crew encounter Lazarus "shipwrecked" on a planet devoid of humanoid life, arrived on August 29, 1966.

Although the outline was dated August 29, 1966, the weekly writers reports indicate that it was actually delivered a day later, on August 30.²⁶ (It would have been unusual for material from a freelance writer to arrive on the same day it was completed).

Cushman and Osborn go on to quote a portion of Ingalls’ first draft story outline. For reasons that escape me, they have altered Ingalls' original punctuation a number of times. This appears less purposeful than it is sloppy — the meaning of the quoted passages is largely unchanged. Here is the version printed in These Are The Voyages:

[Lazarus] is an interplanetary hunter. His game? A creature -- a humanoid monster that destroyed his civilization on a far distant planet. He is dedicated now to destroying the destroyer. Underlying the surface likeableness, the twisted grin, the deep blue eyes that look sadly into yours, is the visible memory of his horror, fighting up from the depths within him. The sympathies of Captain Kirk and the others go out to him.... Especially attracted and sympathetic is Charlene Masters, a pretty space chemist, nearly thirty and never before having met a man who might become more important to her than her test tubes and her formulas.... To the Enterprise crewman, Lazarus is a swashbuckling, tragic figure with hair on his chest and a chip on his shoulder and a girth of arm and chest to slay a dragon! He is a natural leader who infuses the young crewmen with a lust for the hunt and, like the harpooners and mariners of a bygone age clustered about their Ahab, so they find themselves mustering to the siren call to the hunt of this fantastic anachronism of a man.

And here are the same portions from the original outline, dated August 29, 1966²⁷:

The passionate writing, while confusing the producers, nonetheless seduced them into keeping the assignment alive -- just as Lazarus confused and seduced the crew of the Enterprise into keeping his quest alive.

In truth, none of the show's producers (in the late first season, executive producer Gene Roddenberry, producer Gene Coon, and associate producer Robert Justman) were particularly impressed with the quality or passion of Ingalls' writing. All three men, in fact, complained that the outline was difficult to follow. Roddenberry wrote, for example, "I am in a state of confusion over the whole story and not quite sure who is doing what to who."²⁸ In a memo to Gene Coon, Justman remarked about the first draft story outline, "I am extremely confused."²⁹ Gene Coon, in a memo to Gene Roddenberry, quipped, "The first paragraph on page 12 is completely beyond my feeble powers. I don't understand a word of it...and believe me, if I don't, nobody at NBC will, except perhaps a bright page boy. Unfortunately, they don't give our story outlines to page boys to read. VPs get them."³⁰

Granted, the tone of these memos was not completely negative. Justman, for example, liked the idea of Captain Kirk waking up on board the Enterprise in a parallel universe:

However, a very fine idea contained within these pages. Kirk wakes up on board the Enterprise and it is the same Enterprise and yet at the same time, a different Enterprise. It is an Enterprise which exists in time parallel with the Enterprise we all know. I submit that he has swapped places with a parallel Captain Kirk, who has taken his place on the original Enterprise. Both fellows and ships now exist concurrently. How do they manage to get back to their own time and swap places? What happens to them in the meantime?³¹

Essentially relegated to a single scene at the beginning of Act Four — which I have reproduced below — this idea was barely developed in Ingalls' first draft story outline, and all subsequent versions of the story and script abandoned it completely. Jerome Bixby would tackle similar material with greater success in "Mirror, Mirror," written and produced the following season.

Excerpt from "The Alternative Factor" story premise³²

In this draft, following the scene pictured above, Kirk retires to his cabin aboard the alternate Enterprise in a state of total confusion. There, he meets the "positive" Lazarus, who sets him straight with a page of exposition.

Even Gene Coon, in a four-page memo that was highly critical, found something to like in Ingalls’ story outline. At the end of his memo, he wrote, in part:

Don’t misunderstand this memo. I love the idea of Ahab pursuing the whale, which turns out to be himself. I love the idea of alternate worlds, of the stepping from dimension to dimension. It is simply that there are many things in this outline which must be explained and resolved BEFORE we go to screenplay.³³

Cushman and Osborn suggest that Gene Coon "was careful to be gentle in his criticism" in this memo. After reading the document in its entirety, I have to disagree. Over the course of the four page memo, Coon frequently expresses his confusion and frustration with the story. In the following passage, for example, he grows more and more exasperated by the story’s lack of logic or explanation:

The device that Lazarus the Bad is building inside the time craft. What is it? Why is he building it? Is it a trap for Kirk, or does Kirk simply stumble into something designed for Lazarus the Good? Is it an attempt to get Kirk off his trail, without even knowing that Kirk is on his trail? And when Kirk appears, to go into the time craft, is this what Lazarus wanted? To send Kirk into another dimension? Or did he plan it for Lazarus the Good? Or what? Or?³⁴

Roddenberry himself had no positive comments to offer about his friend’s first draft story outline, writing, "Don is rather vague about a good many sections of action and progression in this story. Recommend he come back with a more explicit and definative [sic] revision."³⁵

A revised story outline arrived on September 12, gratis. Ingalls was resisting making the changes asked for. In trying to retain the magnetism Lazarus #1 had over Lt. Charlene Masters, and over Kirk and his crew, Ingalls was not putting in the negative personality traits needed to differentiate between this Lazarus and his anti-matter self -- the "good Lazarus." Both were on a mission, both were charismatic, both looked alike, both spoke alike and, adding to the confusion, Ingalls often neglected to add "#1" or "#2" to the character’s name.

In point of fact, Ingalls did not add a number next to Lazarus’ name at any point. That’s a convention that would only emerge when someone on the staff rewrote the script. In his revised story outline, Ingalls chose to differentiate between the two characters by calling them the "gentle Lazarus" and the "other Lazarus."

Cushman and Osborn go on to quote two passages from a Roddenberry memo about the revised story outline:

Kirk is leading another search party. This is all he seems to do in this story. Let's get him really involved. There has got to be some jeopardy and danger to our people. So far we’ve just been walking through this piece. 

I still cannot easily follow Lazarus "good" and Lazarus "bad" and who’s really where. The audience has to know who’s who and who’s where at all times -- as we found in “The Enemy Within.”

In both cases, the authors have misquoted Roddenberry’s original memo, the relevant portions of which can be seen in the image below:

Roddenberry's comments on Don Ingalls Revised Story Outline³⁶

Again, most of these errors are minor. The authors quote "this" instead of "the," use a double hyphen instead of an ellipsis, add the words "got" and “some” when they do not appear in the original, and so on. The most egregious mistake is the deletion of two sentences from Roddenberry’s comment about pages 11-12 of the outline, with no indication that any text has been removed.

Ingalls' second free rewrite, from September 14, attempted to put more Kirk into the story -- double the Kirk, in fact. In this version, there were now two Kirks, with the "door" between Universes 1 and 2 swinging open far enough for Kirk to meet his own alternate self.

There was no third draft of the story outline, period. Ingalls turned in a revised draft on September 12, 1966, which was then re-typed, probably for submission to NBC for story approval. That re-typed draft was dated September 14, 1966, and can be found in the show files at UCLA (along with the draft Ingalls turned in, dated September 12). Here you can see that the text of the September 12 and September 14 outlines is identical:

The Revised Story Outlines (top, dated September 12, 1966; bottom, dated September 14, 1966)³⁷

This is not the only time this mistake is made in These Are The Voyages. I wrote about the same issue when I discussed D.C. Fontana's story outlines for "The Enterprise Incident."

Suffice it to say, Kirk does not meet his double in this or any other version of "The Alternative Factor." As previously discussed, Ingalls' revised story outline drops Kirk traveling to the alternate Enterprise completely, and in this and all subsequent versions of the story, the only person from the antimatter universe that appears is Lazarus' double. Kirk coming face to face with his antimatter double would seem to violate the very rules Ingalls has set up (convoluted as they are). In this draft, in fact, Ingalls says what would happen if Lazarus met his double, stating, "the very act of meeting face to face would destroy them both and bring down the universe itself!" Presumably, the same rules would be true for Kirk, as well.

Coon liked the addition and sent the retooled story outline to NBC.

Gene Coon, of course, couldn't have liked the addition of Kirk meeting his double to the story, since there was no such addition. It’s also unclear that Coon, rather than Roddenberry, sent the story to NBC for approval, since Stan Robertson's comments were directed to Gene Roddenberry — not Gene Coon, as Cushman and Osborn claim.³⁸

On These Are The Voyages' website, there are additional claims about this stage of the development process that are not found in any edition of the book:

Justman recommended they "cut the assignment off" and toss the script out. But then something happened. The NBC executive they answered to sent Coon a memo saying that he found "The Alternative Factor" to be "a very fine story outline," and added, "If the writer of this outline, Don Ingalls, instills the same exciting elements and sheer beauty of writing into the screenplay as are contained in this treatment, this should make for a fine Star Trek episode."

With the network behind the episode, it was no longer an option to pull the plug.

Bob Justman did not, in fact, recommend cutting off Don Ingalls' story assignment — and, even if he had, it would have meant tossing a story outline, not a script (tossing out a script was a much more expensive proposition, and it rarely happened). Moreover, the implication of the above passage is that the show's producers were backed into a corner once Stan Robertson gave script approval, but this makes little sense. For one thing, either Roddenberry or Coon submitted the outline to NBC for approval. If they didn't want to move forward with the story, they could have simply "junked" the outline without ever submitting it to the network, which happened in a number of other cases.

Stan Robertson, however, was not keen on this new gimmick, which he saw as being an old gimmick. Kirk had already met a duplicate of himself in "What Are Little Girls Made Of?" and "The Enemy Within." Otherwise, Robertson was very optimistic about what he described as "a very fine story outline, writing Coon..."

Robertson, unlike the show’s producers, did find much to praise about Ingalls' writing, calling the revised story outline both "a very fine story outline" and "an excellent story idea" in his letter to Roddenberry. He did, however, have two points of caution about the script, in both cases advising the producers not to repeat story ideas previously used that season:

1) As we discussed, I think it would be a critical mistake to visually show on camera "two" Kirks or "two" Lazaruses when they "slip through the warp of the alternative factor into a parallel dimension." This device is too closely paralleled to those in "What Are Little Girls Made Of?" and "The Enemy Within". This is such an excellent story idea that I know we both agree that it would be unfortunate if the viewer received the impression that we were relying upon previously utilized plot points to tell it. 

2) In the same vein, I think that it would again be a mistake to portray the girl, Charlene, as a member of The Enterprise crew. We have had other stories in which a member of the crew becomes romantically involved with our "heavies" and works in their favor against the best interests of our ship and command. Possibly she is a civilian who is being transported to another planet for one reason or another?³⁹

It is unclear to me where Robertson imagined the story could go without Lazarus meeting his double, but it is clear from this memo that Robertson wasn't simply opposed to Kirk meeting a double of himself — he was opposed to any character meeting their duplicate. In his view, Star Trek had gone back to this well too often in its inaugural season. Robertson's commentary about the character of Charlene Masters will become relevant later.

Cushman and Osborn next quote a memo Bob Justman sent to Gene Coon regarding the revised story outline. Again, they misquote the source, although in this case, only slightly. Here’s the version found in These Are The Voyages - TOS: Season One:

I have ambivalent feelings about the Story Treatment. I enjoyed the Teaser and part of the First Act and found it very intriguing. The mystery of Lazarus and what he is doing on that little planet and the start of the relationship between him and the girl are somewhat compelling. However, as we begin to find out more about the story and about Lazarus, I find my interest waning rather rapidly. Also, the more we know about Lazarus and his counterpart, the more confusing the story becomes to me.... I see that you have already put Mr. Ingalls to work on a First Draft screenplay. Therefore, I will reserve any further comment until he turns in this draft.

And here is the original:

Bob Justman's memo to Gene Coon about the Revised Story Outline⁴⁰

The First Draft teleplay, dated October 14, arrived on the 17th. The duplicate Kirk was out and, in his place, a stronger romance between Lazarus #1 and Lt. Charlene Masters, someone he could woo and then use to gain access to the energy source of the ship’s dilithium crystals.

Cushman and Osborn are correct about the October 17, 1966 delivery date — that matches the information from the writers report for the week ending October 28, 1966.⁴¹ They are also correct about the date on the teleplay itself (October 14, 1966).⁴² As for the romance between Charlene Masters and Lazarus, since it closely follows the beats laid out in the revised story outline, I would hesitate to call it "stronger." Their romance certainly doesn’t replace a duplicate of Kirk, which, again, was never present in any version of the story outline. Finally, "the ship’s dilithium crystals" are not found in this draft of the script at all. Instead, the MacGuffins of choice are "negative space packets," the same as in the revised story outline.

In the scene where Masters and Lazarus #1 meet, she is in the recreation room, sitting alone. Sulu notices a sad expression on her face and approaches. He asks, "Lonely?" She invites him to join her, but her attention quickly shifts to a man who enters -- a man she has never seen before. He is the type of man a woman of her era might rarely have a chance to meet, a throwback to a more romantic time -- a rugged, driven man. When Sulu, in an attempt to flirt, asks what she is doing "in a place like this," Masters replies, "Waiting for someone like ... you." But her eyes are clearly focused on Lazarus. Ingalls writes:

Her eyes have never left Lazarus and there is that almost imperceptible something in her manner that comes alive when a woman sees the man approach her. ANGLE WIDENS as Lazarus reaches their table. He looks at Charlene and, for the first time, he smiles. A small, gentle little smile, softening the hawk-like features.

These passages are not from Don Ingalls' first draft teleplay at all — they're from his second draft. Indeed, all of the passages in this chapter purporting to be from Ingalls' first stab at the teleplay are actually from his revised attempt. It's unclear why Cushman and Osborn identified this script as the show’s first draft, since the actual first draft is available in the show files at UCLA. Their error may stem from David Eversole's summary of the second draft (originally published by Orion Press, and now available on this site here), which at one time misidentified the script as a "first draft" (this error has since been corrected, at least on the version published on this site).

Upon review of Don Ingalls' actual first draft teleplay, a number of things become clear. For one thing, Masters' encounter with Lazarus in the recreation room is not the first time the two characters see each other — in either version of the script. In the first draft, Lazarus and Masters first see each other when they pass each other in the corridor, and there is an immediate attraction between the two:

Page 9 of Don Ingalls' first draft story outline (October 14, 1966)⁴³

In the second draft, Masters sees Lazarus for the first time in the gym, vigorously exercising, which impresses her and several other members of the Enterprise crew:

Page 14 of Don Ingalls' second draft story outline (November 7, 1966)⁴⁴

In another minor, but persistent error, the authors misquote their source yet again in the above passage. Sulu’s line, in both the first and second draft, is not, "Lonely," but, "Lonesome?" (In subsequent revisions, Sulu does not appear in the episode at all).

Comparison of first and second draft scripts by Don Ingalls

Lastly, and most significantly, Cushman and Osborn have misidentified which version of Lazarus appears in this scene. It is not Lazarus #1 (who has a recent head wound and has been driven insane), but Lazarus #2 (the sane one sans head wound). Both of Ingalls’ drafts of the script make this point clear:

Comparison of first and second draft scripts by Don Ingalls

In another scene, Lazarus #1 is again with Masters. The script reads: "She stares at him, a strange look in her eyes. He stares at her. Then, softly, he tells her, 'I have moved through eternity to find you. You know that, don’t you? When we first saw each other ... you must have felt it.' She says, ‘You were like a wounded eagle.' He says, 'An eagle looks a long time for his mate ... and, once he finds her, he never leaves her. I have looked a long time.' He pulls her close. She draws back for a moment, but his force, though gentle, is relentless. He tells her, ‘You have no idea what it’s like ... eternity unrolling before you ... and to be alone, through all time ... and then I saw you.' Hungrily, he sweeps her into his arms and kisses her. For a moment she resists...and then she melts.... He says, 'I knew it the moment I saw you. You belong to me. It is as inevitable as my struggle.... Charlene... I can't be alone any more. When the Enterprise leaves here, I will stay. I want you to stay with me.'" 

Later, Lazarus #1 tells her, "With your love, and help, I can end this terrible quest, then live a real life again, anywhere you say, together, the two of us."

At risk of belaboring the point, once again, this dialogue has been sourced from Ingalls’ second draft teleplay, not the first. And, once again, there are several errors in the authors' transcription of that script. In Don Ingalls' first draft teleplay, the scene plays out in much the same way, but with different dialogue (I've included a portion of that scene below).

Page 48 of Don Ingalls' first draft story outline (October 14, 1966)⁴⁵

Masters conspires to help Lazarus. She sets the fire in the department of the engineering deck where she is assigned -- the dilithium recharging station -- creating a smokescreen so Lazarus can steal the crystals. She even travels to the planet where his "inter-dimensional ship" is located, then accompanies him into the "corridor" separating the two universes. As she becomes trapped with him, she discovers too late that he is mad.

In Ingalls’ first draft teleplay, Masters works in the “energizing lab.” In his second draft, Masters simply works in “engineering,” specifically in “the area where the Lithium crystals are kept (her regular working station).” The term "dilithium recharging station" appears to have been coined by Cushman and Osborn; dilithium crystals themselves would not be introduced into the script until the staff rewrite. In the first draft, the script deals with "negative energy packets" and in the second draft, it deals with "lithium crystals."

Moreover, in both of Ingalls’ teleplay attempts, Lt. Masters doesn’t start the fire to create a distraction so that Lazarus can steal the crystals — she creates this distraction so that she can steal the crystals herself. Lazarus simply waits for her in the transporter room.

Finally, in no version of the script does Lt. Masters accompany Lazarus into the negative magnetic corridor. Masters does accompany Lazarus down to the planet, but once she’s there, Ingalls completely sidelines her from the action. "Charlene is frightened," writes Ingalls in both drafts; in the second draft, he goes on to describe her as "little girl lost." In both versions, she is relegated to watching helplessly throughout this sequence.

Kirk's personal stake in the story is hinged on his need to solve the mystery of the hunter and the hunted, save Masters from herself, and not save Lazarus from himself, thereby preventing the annihilation of two universes. To do this, Kirk enters the corridor and encounters Lazarus #2 -- the “good” Lazarus -- hard at work on a means to close the doorway for all time. He tells Kirk that he will catch Lazarus #1 when he enters, preventing him from making it through to the other end, and, at the same time, buying Kirk the time he needs to find Masters and pull her from the corridor. Kirk does so, and then uses the ship’s phasers to destroy the inter-dimensional ship and seal the doorway for all eternity. The ending is poignant. Lazarus #2, a man Kirk had looked-up to, will spend eternity at the hands of a raving madman, for the good of two universes. The other, damned to the same fate, is Lazarus #1, the man Charlene Masters had loved despite his self-torture. 

Cushman and Osborn imply that, in Ingalls’ first draft, Kirk enters the negative magnetic corridor purposefully, to stop Lazarus. In fact, in both the first and second drafts of Ingalls’ teleplay, Kirk enters the negative magnetic corridor accidentally, when he lunges to enter Lazarus’ time craft (which is a much larger vessel in both of Ingalls’ drafts than it is in the final episode) and is sent through the invisible portal that Lazarus #1 had been preparing for himself.

As previously indicated, Lt. Masters is not trapped in the negative magnetic corridor in any version of the teleplay. She never even enters the corridor, so there is no need for Captain Kirk to save her in the way Cushman and Osborn describe. And, just as in the final episode, Kirk meets Lazarus #2 in the anti-matter universe, not in the negative magnetic corridor, which he only travels through briefly before reaching the other universe and Lazarus #2.

Finally, the destruction of the time craft plays out differently in Ingalls’ first draft than it does in the revised version (and the completed episode). Rather than the Enterprise using its phasers to wipe the vessel out of existence, Kirk orders Sulu to aim the ship’s engines at the vessel, and it is destroyed in “a ROARING INFERNO OF NOISE, DUST, FLAME AND FLYING DEBRIS.” In his memo analyzing this draft, Bob Justman wrote, “If Kirk has to destroy the Spaceship down on the planet, he'd better blast it with a phaser beam.”⁴⁶ In his own memo, Roddenberry made a similar point:

Blasting the time craft with backwash from the Enterprise engines is (a) impractical since our engines don’t work that way (b) the Enterprise is too high up in orbit to do it (c) Bob J. will say it can’t be done on our budget anyhow. So why don’t we just phaser it?⁴⁷

Following this input, Ingalls’ second draft has the Enterprise use its phaser banks to vaporize the time craft, a change which would be retained in the episode as aired.

Robert Justman, now believing he was able to follow who was who, liked the positive/negative tragedy in space and wrote to Coon, "I must admit, I’m rather intrigued by this property."

Justman, in fact, still expressed concerns in his memo about identifying which Lazarus was which, writing:

When Kirk finds the other Lazarus at the beginning of Act IV, should the other Lazarus be black or white? If he was the one who was fighting the original Lazarus, then he would be all black, wouldn't he? Also, why does the Time Craft have to be in a different spot? Also, if we don't make some sort of a difference between Lazarus I and Lazarus II, I think the audience will go fruit trying to figure out where they are and what is going on.⁴⁸

Still from "The Alternative Factor" (1967)

Justman’s intrigue soon turned to trepidation. He continued: 

On here , I get to my first major hang-up with the show. Lazarus’ strange-looking spacecraft. As you may be aware, Gene, the Shuttlecraft exterior and interior mockups that we have probably cost well over $30,000. Unless we can find a way to re-use the Shuttlecraft for this show, we are going to end up with a pretty cheap-looking Spacecraft for Mr. Lazarus because we can’t afford to spend $30,000, or even $5,000 for this exterior and interior set.

Cushman and Osborn’s transcription of Justman’s memo here includes a couple of errors, but the differences are minor:

Memo from Bob Justman to Gene Coon (October 19, 1966)⁴⁹

Justman went on to propose a potential solution, ultimately unused, to the budgetary problem of Lazarus’ time craft:

Also, if we establish here that his people and his civilization were from a far-out Earth Colony, perhaps we can thereby alibi the use of our Shuttlecraft sets, rather than having to build a new space vehicle for Lazarus.⁵⁰

This was far from Justman’s only budgetary concern in his six page memo, which also advised where Ingalls could cut visual effects, reduce the number of sets, and eliminate speaking parts in order for the show to come in on budget.

Roddenberry was also satisfied. Kirk was more proactive. A non-regular was still the central focus, but this had been done before with "Charlie X" and had worked. With the right actor playing Lazarus, as it had happened when Robert Walker Jr. was cast as Charlie, the story could very well succeed.

This paragraph is purely speculative. Roddenberry’s memo about Ingalls’ first draft, sent on October 18, 1966, did not speak to his overall satisfaction or dissatisfaction with the script, but instead focused on specific moments he found to be problematic. Likewise, Roddenberry's memo did not discuss whether or not Kirk was more proactive or not in the teleplay compared to the revised story outline.

Roddenberry knew who the right actor was. He suggested John Drew Barrymore for the role. Barrymore, a gifted and somewhat offbeat performer, was the son of famed stage actor John Barrymore and film legend Dolores Costello. Where John Drew went, free publicity followed.

Cushman and Osborn are correct about Roddenberry suggesting Barrymore for the role — in a one-line memo to Joe D'Agosta, the executive producer wrote, "How about John Barrymore Jr. as 'Lazarus?'" Cushman and Osborn probably overestimate the value of the type of "free publicity" that usually followed Barrymore, but more to come on that subject in Part 2.

A few days later, Bob Justman wrote to his colleagues, suggesting that the "corridor" which separates the universe of matter from that of anti-matter could be created through the use of reverse polarity, turning a positive image into a negative one, allowing white to turn to black and black to white -- an effect which, in its simplicity, served as a metaphor for the story being told, where good is bad and bad is good. It was also an effect Justman knew Star Trek could afford, and one which would be effective on both black-and-white and color TVs. 

I cannot speak to Justman's opinion of the metaphorical value of using a reverse polarity effect, but Cushman and Osborn's version is a roughly accurate summary of the substance of Justman's memo, which said, in part:

As per our discussion this afternoon, I think it would be a good idea if we used a reverse polarity on the above-mentioned script. However, you cannot easily obtain a reversal of polarity in color, so let's take advantage of this drawback. Let's do the reverse polarity sequences in black and white for insertion into our regular color footage. It will be an added thrill for the people who view our show in color, and we will also get a good Optical Effect for the poor souls who can’t afford a color TV.⁵¹

Still from "The Alternative Factor" (1967)

Ingalls turned in his 2nd Draft teleplay on November 7. The story, for the most part, seemed to work; the writing was certainly fluid and dramatic, enough so for Coon to tell Ingalls he had fulfilled his contract. This version of the script was sent to John Drew Barrymore and succeeded at interesting the actor into playing Lazarus ... and Lazarus #2.

According to a memo from Joe D'Agosta to Herb Solow, "On November 10, upon reading a script, John Drew Barrymore...agreed to portray the role of Lazarus..."⁵² The archival record does not specify which draft of the script Barrymore read when he agreed to take the part. Given that Roddenberry suggested Barrymore's name as early as Thursday, November 3rd, four days before Ingalls turned in his second draft, it's possible the actor could have been sent and read either existing draft when he agreed to take the part. There's no memo indicating Coon’s reasons for telling Ingalls he had fulfilled his contract, or even a memo indicating when Coon told Ingalls his contract had been fulfilled — Cushman and Osborn's reasons are, once again, merely speculative.

Now that Barrymore was locked in, attention turned back to the script for additional polishing by the staff. Four things needed to be accomplished: 1) the dialogue required finessing so that the recurring characters sounded more like themselves; 2) the technology on the Enterprise had to be faithful to what was already established in the series; 3) greater emphasis had to be made to create a difference in the personalities between Lazarus #1 and Lazarus #2 to prevent audience confusion, something Ingalls had been reluctant to do; and 4) Lt. Masters could no longer betray her captain. This last change came about because of a memo from Roddenberry to Coon.

Roddemberry [sic] wrote: 

In both "Space Seed" and this story, we have a crew woman madly in love with a brawny guest star and flipping our whole gang into a real mess because she is in love. Isn't that really pretty selfish, which is not to say that women in love don’t do strange, stupid and/or selfish things... but do they have to do them in two of our scripts?

Roddenberry wasn’t suggesting "The Alternative Factor," first to film, be altered. His criticism had more to do with "Space Seed" using the same plot device. Regardless, one had to be changed.

At the time Roddenberry wrote this memo to Gene Coon, "The Alternative Factor" and "Space Seed" did not have production numbers and had not been scheduled for filming. Cushman and Osborn's claim that one of the two episodes was intended to film before the other at this time is simply false. In fact, Roddenberry's memo was sent on September 12, 1966, the same day NBC provided story approval for "The Alternative Factor," and more than a week before NBC provided the same approval for "Space Seed." Here's the original comment, made in reference to Don Ingalls' revised story outline:

Roddenberry's comment about the Masters/Lazarus romance⁵³

As previously noted, and unmentioned by Cushman and Osborn, Stan Robertson also had issues with the Masters/Lazarus romance, which he commented on when he signed off on sending the story to teleplay. Robertson didn't suggest dropping the storyline completely, but did object to Charlene Masters being a member of the Enterprise crew. As a potential solution to this problem, he proposed that she might be a civilian character instead. This advice went unheeded in any version of the script.

To Coon's thinking, the betrayal element was more essential for "Space Seed."

There's no archival record indicating Gene Coon's thoughts on the matter. All we know is that the "betrayal element" was retained in the final, filmed version of "Space Seed," and removed from "The Alternative Factor" before filming.

With "The Alternative Factor," the story elements which intrigued [Coon] the most had to do with the idea of an obsessed hunter hunting himself, and the villain being of our universe -- the positive side -- and the one who is willing to sacrifice his life for the good of all being from the negative side. This amused him. 

As previously quoted, Gene L. Coon did tell Gene Roddenberry that, "I love the idea of Ahab pursuing the whale, which turns out to be himself."⁵⁴ That much from this passage can be substantiated; the rest cannot. There's simply no evidence of Coon's feelings, amusement or otherwise, regarding the origins of Lazarus #1 and #2.

He also liked how Kirk slowly came to realize he was dealing with two different men -- one sane, one mad -- each stepping back and forth between two incompatible worlds. Finally, he was taken by the tragic example of self-sacrifice, by Lazarus #2, and the burden on Kirk’s shoulders in allowing the sane one to give up his life in such a horrific manner.

The archival record contains no indication of Gene L. Coon's opinions of these aspects of the story; Cushman and Osborn appear to have woven these claims out of whole cloth.

Indeed, only one memo from Coon about "The Alternative Factor" can be found in the archival collections at UCLA (dated September 2, 1966, it covers Don Ingalls’ earliest story outline; there is no record of how Coon felt about subsequent drafts). Since Cushman and Osborn do not reference any additional correspondence from Coon about the episode, or cite it in their memo/letters index, it seems unlikely that they had access to any additional material.

The changes were made for the November 11 Final Draft, likely by Steven Carabatsos.

Although a "final draft" script bearing the date of November 11, 1966 has circulated among fans (David Eversole's review of that draft can be found here), the archival evidence indicates that much of this draft was actually finalized during the following week, from November 14-18, 1966. Indeed, when comparing this draft to the individual page revisions at UCLA, about 75% of the material matches typed and hand-written page revisions dated November 14, 15, 16, and 18, 1966. The remaining 25% of the material closely matches Don Ingalls' revised draft teleplay from November 7, 1966. The evidence at UCLA indicates that no script material for "The Alternative Factor" was completed on November 11, 1966. There certainly does not appear to have been a final draft prepared by Steven Carabatsos, or anyone else for that matter, on that date.⁵⁵ As to the substance of the staff revisions, that's a matter for the second part of this piece.

(Continued in Part 2)

Certain images courtesy of Trek Core.

Special thanks to Neil B. and Maurice M. for reading various drafts of this piece, and offering a number of helpful suggestions (any mistakes that remain are entirely my own). Additionally, I must thank Dave T. and David E. for helping to verify various script drafts.

Endnotes:

1 David Alexander, Star Trek Creator: The Authorized Biography of Gene Roddenberry (1994), p.114.

2 "Ingalls 'Gun' Story Head," Daily Variety, May 13, 1958, p.7 ("Don Ingalls has been signed by CBS-TV as story editor of the 'Have Gun, Will Travel' vidpix series starring Richard Boone and produced by Sam Rolfe.")

3 Lee Goldberg, "Don Ingalls, Paladin in Blue," Starlog 179, June 1992, p.36

4 Daily Variety, July 8, 1959, p.7 ("ITC script editor Don Ingalls back from England.")

5 Daily Variety, August 4, 1959, p.8 ("Don Ingalls will be head writer and script supervisor on the series, which concerns the Australian gold rush days of the 1860s.")

6 "Scribe Trio Joins Hal Hudson In New 'Weapon' TV Oater," Daily Variety, December 11, 1959, p. 16 (“Trio of television writers in association with 'Zane Grey Theatre' producer Hal Hudson will produce a new western anthology series titled 'The Weapon.' The three writers are Gene Roddenberry, Harry Julian [Fink] and Don Ingalls. In addition to part ownership stake and production roles, they will contribute at least five scripts each for the series.")

7 Daily Variety, September 8, 1961, p.11 ("'THUNDER WAGON' Prod., Robert Hinkle; Dir., Robert Hinkle; Assoc. Prod., Don Ingalls...")

8 Weekly Variety, February 28, 1962, p.34 ("Don Ingalls will join the production staff of the series as associate producer and story supervisor.")

9 "Bob Sparks to MGM-TV," Weekly Variety, August 8, 1962, p.36 ("Sparks had been exec producer of the web's ‘Have Gun- Will Travel’ series since January, replacing producer Frank Pierson, and had nine more ‘Guns’ to helm when he was overtured by MGM. Don Ingalls, who has been story [editor] and associate producer on ‘Have Gun,’ takes over as producer.")

10 Daily Variety, November 12, 1962, p.8

11 "Ingalls In Policy Row With ABC-TV, Quits McPheeters," Weekly Variety, October 9, 1963, p.23

12 Daily Variety, November 6, 1963, p.1

13 Undated Don Ingalls list of credits (probably late 1965 or early 1966), Gene Roddenberry Star Trek Television Series Collection, Box 31, Folder 15

14 Undated Don Ingalls list of credits (probably late 1965 or early 1966), Gene Roddenberry Star Trek Television Series Collection, Box 31, Folder 15

15 Lee Goldberg, "Don Ingalls, Paladin in Blue," Starlog 179, June 1992, p.37

16 Memo from Bob Justman to Gene Coon, September 6, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

17 Lee Goldberg, "Don Ingalls, Paladin in Blue," Starlog 179, June 1992, p.37

18 Daily Variety, March 1, 1966, p.10

19 Telegram to Andre Richardson, February 27, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 27, Folder 17

20 Writers Report, Week Ending August 19, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 35, Folder 15

21 Weekly Variety, March 16, 1965, p.35 ("Four Star has a real headache. 'Amos Burke,' 'Honey West' are out at ABC, with only 'Big Valley' still going. No new product anywhere from FS.")

22 Daily Variety, March 22, 1966. ("Four Star has assigned nine writers to prep as many teleplays for next season's 'Big Valley' series on ABC-TV. Scribes are: Jack Curtis, Robert Lewin, Don Ingalls, Harry Kronman, Margaret Armen, Lou Morheim, Mel Goldberg, Palmer Thompson, Jay Simms.")

23 Daily Variety, May 5, 1966, p.3 ("Producer William D. Gordon has signed Don Ingalls as associate producer on 20th-Fox's '12 O'clock High' series, now going into its third ABC-TV season. Ingalls was formerly head writer for 'Honey West.' Prior to that, he produced 'The Virginian' and 'Have Gun, Will Travel.'")

24 Gunsmoke - "The Favor," June 13, 1966 (first draft), November 8, 1966 (final draft); Gunsmoke - "Fandango!" September 23, 1966 (final draft); The Virginian - "An Echo of Thunder," June 20, 1966 (revised final draft), Donald G. Ingalls Collection of Scripts, Box 3, Folders 2-3; Box 4, Folder 38

25 Lee Goldberg, "Don Ingalls, Paladin in Blue," Starlog 179, June 1992, p.37

26 Writers Report, Week Ending September 2, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 35, Folder 15

27 "The Alternative Factor," Story Premise by Don Ingalls, August 29, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 1

28 Undated Story Notes on August 29, 1966 story outline for 'The Alternative Factor,' Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 2

29 Memo from Bob Justman to Gene Coon, September 6, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

30 Memo from Gene Coon to Gene Roddenberry, September 2, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

31  Memo from Bob Justman to Gene Coon, September 6, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

32 "The Alternative Factor," Story Premise by Don Ingalls, August 29, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 1

33 Memo from Gene Coon to Gene Roddenberry, September 2, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

34 Memo from Gene Coon to Gene Roddenberry, September 2, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

35 Undated Story Notes on August 29, 1966 story outline for 'The Alternative Factor,' Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 2

36 Undated Story Notes on September 12, 1966 story outline for 'The Alternative Factor,' Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 2

37 "The Alternative Factor," Revised Story Premises by Don Ingalls, September 12 & 14, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 1

38 Letter from Stanley Robertson to Gene Roddenberry, September 21, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

39 Letter from Stanley Robertson to Gene Roddenberry, September 21, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

40 Memo from Bob Justman to Gene Coon, September 22, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

41 Writers Report, Week Ending October 28, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 35, Folder 15

42 "The Alternative Factor," First Draft Teleplay by Don Ingalls, October 14, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 1

43 "The Alternative Factor," First Draft Teleplay by Don Ingalls, October 14, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 1

44 "The Alternative Factor," Second Draft Teleplay by Don Ingalls, November 7, 1966, From a Private Collection, Also Found in the Donald G. Ingalls Collection of Scripts, Box 4, Folder 16

45 "The Alternative Factor," First Draft Teleplay by Don Ingalls, October 14, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 1

46 Memo from Bob Justman to Gene Coon, October 19, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

47 Notes on October 14, 1966 story outline for 'The Alternative Factor,' October 18, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 2

48 Memo from Bob Justman to Gene Coon, October 19, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

49 Memo from Bob Justman to Gene Coon, October 19, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

50 Memo from Bob Justman to Gene Coon, October 19, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

51 Memo from Bob Justman to Gene Coon, November 9, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

52 Memo from Joe D'Agosta to Herb Solow, November 18, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

53 Memo from Gene Roddenberry, undated (approximately September 14, 1966), Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 2

54 Memo from Gene Coon to Gene Roddenberry, September 2, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 4

55 "The Alternative Factor," Page Revisions (Author Unknown), November 14, 15, 16, and 18, 1966, Gene Roddenberry Star Trek Television Series Collection, Box 10, Folder 2

Sources:

The Gene Roddenberry Star Trek Television Series Collection (1964-1969)

The Donald G. (Don) Ingalls Collection of Scripts (1957-1992)

Inside Star Trek : The Real Story (Herbert F. Solow and Robert H. Justman, 1996)

These Are The Voyages: TOS, Season One (Marc Cushman with Susan Osborn, 2013)