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At the beginning of the episode, the Enterprise has encountered debris that Spock's analysis shows is from the Beagle a survey ship that went missing some 6 years ago. The Beagle was commanded by Captain Merrik, who attended the academy with Kirk. Merrik failed some kind of test and was forced to drop out of the academy. Spock computes that the Beagle was in the vicinity of a nearby type-M planet when it was destroyed 6 years ago, so the Enterprise head there to check it out.
Technologically, the planet appears nearly identical to 20th century Earth. Uhura taps into radio and TV broadcasts, showing them commercials and news shows that could almost be from that era on Earth, except for the mention of slaves and gladiators. (I liked Uhura's line about how the natives were using amplitude modulation AND frequency modulation, which is just AM and FM radio. It reminded me of the line from The Blues Brothers about having country AND western music.) One of the victims of a gladiator duel has the same name as a crewmember of the Beagle, so Kirk decides to visit the planet with a landing party.
Kirk, Spock, and McCoy beam down. Kirk emphasizes that they must follow the Prime Directive when dealing with this culture - it's not the first mention of the Prime Directive, but we learn a lot of detail about it for the first time here. I find it funny that they aren't supposed to mention the existence of other civilizations when they haven't done anything to disguise themselves or their technology. The extent of the civilization is world-wide, so do they have any plan about how to explain themselves? Apparently not, since they tell the first people they meet that they are from another province.
The first group of people they meet are runaway slaves who worship "the Sun". They follow a philosophy of nonviolence and equality for all, although they have no problem holding the Starfleet men at gunpoint until they are sure they are not Roman guards. One of the slaves is Flavius Maximus, a famous gladiator.
During their discussion with the slaves, it's obvious that Kirk is again trying to follow the Prime Directive and not reveal anything to them, but the attitudes of the Starfleet men are completely at odds with this. They are fascinated by the local magazines, and Spock talks about their culture in a decidedly non-indigenous way. Through this discussion, they discover that Merrik has become First Citizen Merikus of the nearby large city. Merikus has not been friendly with the slave faction, so he is not loved. Despite the Starfleet men's association with Merikus, Kirk convinces Flavius to lead them into the city to find him.
The slaves provide them with disguises - at least someone is thinking about that! However, in short order they are caught by Roman guards who believe they are runaway slaves. They soon realize that they have caught the famous Flavius and three "barbarians". They are all taken to cells in the city, and Flavius is separated from them. Kirk asks the head guard to inform Merikus that they are here.
When the guards return, McCoy fakes sickness and they try a prison break, but the guards are prepared for that. Merikus has been watching, and comments that the guards have had 2000 years of practice in guarding slaves. I liked this, since I had thought their trick really shouldn't have worked. We meet Merikus's friend, Proconsul Claudius Marcus, whom Merikus says knows the truth about him and the Beagle. They go off to speak privately.
Merikus tells Kirk what happened to his ship: the Beagle was damaged, so they stopped by the planet for repairs. Somehow Merikus and Claudius Marcus met, and Claudius learned the truth of starships and other worlds (so much for the Prime Directive!). However, instead of jumping at the chance to gain new technology, Claudius refused to let Merikus leave to inform the Federation of their planet's existence. He insisted that Merikus bring his crew of approximately 50 down to the planet and assimilate into the population. Some crewmembers have done so successfully, and others have failed to fit in and eventually became victims in the arena games.
Claudius wants Kirk to do the same with his crew. When he allows Kirk to contact the Enterprise, Kirk is about to order a beam-up, but Claudius brings in guards with machine guns to kill them if they try. Instead, Kirk ends up giving Scotty a "condition green" signal, which everyone knows does NOT mean the situation is good. Claudius orders Spock and McCoy into the arena immediately, thinking that forcing Kirk to watch them die will coerce him into cooperating.
Spock and McCoy are given swords and small shields - they look hopelessly inept with the weapon, although that's not quite true for Spock. Flavius and another gladiator are brought out to fight them. Flavius is trying to follow his nonviolent religion, plus he recognizes his opponents, so he begins rather gently fighting McCoy, even giving him pointers. The other gladiator rushes Spock, but Spock is competent enough with the weapons (as we saw earlier in the season in "Amok Time") that he can defend himself - his own philosophy of nonviolence, along with the Prime Directive, keeps him from pressing his abilities and winning. Meanwhile, Claudius begins taunting Kirk about his friends' impending death. Kirk looks decidedly uneasy, but manages to get in a few good responses.
The fights are dragging out, which does not meet the approval of the TV audience. McCoy gets into serious trouble, despite Flavius taking it easy on him, so Spock knocks his opponent unconscious and then uses the nerve pinch on Flavius. Spock helping McCoy violates the rules, so Claudius orders them back into their cell to await execution.
The subsequent scene with Spock and McCoy in their cell is excellent, and I think often overlooked. Spock is trying to find any weakness in the cell bars or lock, which he states is logical, although McCoy questions its logic on the umpteenth try. McCoy awkwardly tries to thank Spock for saving his life in the arena. Spock puts on his most Vulcan attitude of how it was logical, but silly humans like to express gratitude. I don't know how Spock thought he could get away with something like that when even the viewers know that he's been immersed in human culture for long enough to understand the human desire for gratitude and a "you're welcome".
McCoy splutters and accuses Spock of hiding behind Vulcan logic so that he won't have to deal with emotions. He says Spock isn't afraid to die in the arena because he's more afraid of living and accidentally slipping and showing emotion or another human "weakness". McCoy doesn't see it, but we see from the look on Spock's face that he has hit home with his remarks. He even accuses Spock of not knowing what to do with a good feeling. Of course, McCoy should (and does) realize he's accused Spock of too much, since Spock did, after all, choose for Kirk AND McCoy to stand with him on his wedding day. They call a truce in their mutual attacks when they both realize they are worried about Kirk.
Kirk, of course, doesn't have it nearly as bad. Claudius has ordered that a slave woman serve him for several hours. The slave says she is ordered to please him in whatever way he wishes, and says things like, "command me". Kirk tries to be strong, but he's always completely unable to resist women. Perhaps since she kisses him first, he thinks she's a willing participant in the affair, but for all we know, she was threatened with punishment if she didn't seem willing.
After his "service" by the slave woman, Claudius returns and tells Kirk that he's going to be executed in prime time TV, so he'll have a big audience. Claudius continues his belittling of Merikus, since he has apparently found something he admires in Kirk, even though he must be killed.
During all this on the Enterprise, Scotty has been trying to find a way to help Kirk without violating his immediate orders or the Prime Directive. He and Chekov devise a means of interfering with the city's power, causing a black out, which would not give away their extraterrestrial nature. Fortuitously, he orders the black out just as Kirk is going to be executed. Kirk takes advantage of the guards confusion and escapes.
Kirk heads to the cells to free Spock and McCoy, but the guards are right after him. Merikus uses one of their communicators to contact the Enterprise; Claudius knifes him, but Merikus manages to throw the communicator to Kirk before he dies. Kirk has them all beamed up before the guards can shoot.
Back on the Enterprise, Kirk apparently considered the situation with the Beagle resolved since Merrik is dead; this is rather odd, since there were apparently other crewmen from that ship still alive. Even if they have managed to fit into the society, one might think they'd like to return to Federation civilization. In a final note, Uhura says that from listening to media from the natives, she has realized that the escaped slaves do not worship the Sun, but the Son of God.
This is not an excellent episode, but I do think that it is often underrated. I remember reading complaints that it is excessively violent, but I have to say that after modern movies like Gladiator and 300, the fight scenes here seem quaint and extremely fake. Perhaps there is more violence than is common in TOS episodes, but given the "Roman" civilization, it seems appropriate.
The "Roman" civilization is an extreme plot device, albeit an interesting one. Having such a perfectly parallel culture to 20th century Earth let the show save a lot of money on sets, props, and locations. It's all explained away by "Hodgkin's Law of Parallel Development", of course. The parallel doesn't quite work, though, since the Romans certainly didn't speak English.
The "what if" idea is fascinating: what would the Roman Empire be like today if it hadn't fallen? The basics of their civilization are still evident: a ruling nobility, a middle class of businessmen and artisans, and a huge slave population. The twists on this are what really make it work though. Showing gladiator fights on TV? Sure! Heck, we aren't too far from that today with various reality shows and fictional movies. Giving slaves health care and pensions? Sure, if it keeps them pacified.
This episode really puts Kirk into the hot seat with regards to the Prime Directive. Merrik has explained it to Claudius, and Claudius has no problem using it to his advantage. When Claudius captures Kirk and company, he knows he has all the cards - as he says, Kirk has the power to destroy the entire civilization, but the Prime Directive says he can't. It's an evil pleasure to watch Claudius taunt Kirk this way, especially since Claudius is such a perfect example of Roman nobility. He's well-fed, well-groomed, and well-spoken, and totally used to getting his way and being in command. I doubt he could hold his own in the arena, but he has no problems getting his hands dirty to kill Merrik in the end.
We never really get the answer to the question: will Kirk die or allow his friends to die in order to not violate the Prime Directive? All TOS episodes have some kind of convenient "out" to prevent him from having to make this choice, or to cover his butt if he has decided against the Prime Directive. Frankly, I don't think he believes the Prime Directive is worth dying for, but on the other hand, he might think it's worth dying not to let his enemy succeed.
The outcome of the episode is rather unusual for TOS: the "good guys" don't obviously win. Yes, Kirk, Spock, and McCoy safely return to the Enterprise. However, Merrik is dead, along with much of his crew, and they give up on finding any remaining crew members. They did not free the slaves, or help the new religion. They did not manage to remove Claudius's knowledge of the Federation or the effects Merrik's crew might have had on the society. In the end, they were just happy to get out with their lives, and that's that. The end of the episode tosses out something huge almost as a throw away: the Son-worshippers are early Christians. Kirk says explicitly that their parallel civilization must have also included a Christ. This is a huge theological issue. As I recall, one of the reasons the Catholic Church in the dark ages and medieval times was against the idea of planets orbiting around other stars (and possibly having life) was the theological puzzles that possibility would create. I am certainly no expert on the topic, but here are some of those puzzles: