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On Federation planet Atrea IV, Data encounters the former wife of his creator Noonian Soong who claims to be his "mother".

Helping Atrea IV to deal with its volcanic core, cooling it down by phaser-beam, the Enterprise hosts its top geology doctors Pran Tainer and Juliana Tainer. She claims to have assisted Dr. Noonien Soong, as his secret wife, creating Data and his 'childhood' after which his memory was wiped. He has difficulties verifying her story and dealing with her 'maternal' emotions, actually not just for him, until an accident reveals her physiological secret -which he guessed already- and is faced with his designing dad's wishes.—KGF Vissers

Helping Atrea IV to deal with its planet core, heating it up by phaser-beam, thereby get it spinning again and generating a magnetic field, the Enterprise hosts its top geology doctors Pran Tainer (Bill Lithgow) and Juliana Tainer (Fionnula Flanagan). Juliana is a human living on Atrea IV. Data speculates that with phaser beams and controlled plasma induction units, it should be possible to bring the core temperature to 93% of normal. The core would remain molten for centuries.

She claims to have assisted Dr. Noonien Soong, as his secret wife, creating Data and his 'childhood' after which his memory was wiped.

Data has difficulties verifying her story. According to her she married Noonien in secret, due to her mother who didn't approve of Noonien. Also, there were 2 witnesses, a Klingon and a Corvellan trader. But the logs Data found on the colony had no record of Juliana ever married to Noonien. Data has to deal with her 'maternal' emotions. Juliana is sad to find that Soong is dead. Juliana says that she left Soong as he was too engrossed in his work, and they didn't have a life together.

Data is confused as Noonien never once mentioned her to anyone. While some of the facts she has mentioned are found to be correct. He cannot find any records of Juliana and Soong ever being married, but he finds their names on the passenger manifest of a ship that Juliana claimed they took to travel to the planet they got married on.

Data decides to indulge Juliana who reveals secrets such as a sexuality program within Data. Also, she recites stories on he was downright rude in his first iteration and required a modesty sub-program to convince him to wear clothes.

Data helps Juliana using the ship's phasers to drill a hole to the nearest magma pocket to the planet's surface.

Juliana is distressed to know that Data tried to create an android daughter Lal. She reveals that prior to Data and Lore, Noonien had 3 other androids. Lore was cruel and evil and hence was dismantled. Noonien decided to create Data after Lore failed and Juliana was against it. She also reveals that when Noonien and Juliana escaped from Omnicron Theta (before the crystalline entity attacked), there was enough room in the escape pods, but they left Data behind intentionally and they meant for him to die. She made Noonien leave him behind as she feared he may turn out like Lore.

Data and Juliana set up plasma induction units in the magma caves they drilled into the surface of the planet. But there is increased seismic activity on the planet and the caves becomes unstable. A rock falls on Juliana and severs her arm which Data finds to be an android arm. Juliana is an android, but everything about her is designed to fool one into thinking that she is a human.

Data finds an information chip inside Juliana and plugs that into the Holodeck to find Noonien. Noonien reveals that though he created Juliana after Data, she was modeled after the real Juliana, whom he was married to and was Data's mother. The real Juliana died after she was injured by the crystalline entity on Omnicron theta. Android Juliana doesn't know that she is an Android and is designed to shut down if she discovers the same. She is programmed to age like a normal human and will die after a long life. Noonien wants Data to let her live out her days.

Data discusses with Picard. He wants to tell Juliana as then he won't be alone anymore. But Deanna says that Juliana has always been living as a human and that she should continue this way. Data decides not to tell her.