It took four make-up artists six hours to apply the full Tarchannen III species make-up to LeVar Burton. According to Michael Westmore, it was the longest make-up ever done on The Next Generation.
This episode was nominated for an Emmy Award for Outstanding Achievement in Makeup for a Series.
The command of the USS Aries was previously offered to Riker upon the retirement of her captain, as seen in The Icarus Factor (1989).
This episode features both phaser designs: the "dustbuster" from seasons 1&2, and the "cobra" style introduced in season 3.
The Westmore-made makeup and prosthetics were so intricate that LeVar Burton needed a nurse on hand when removing and re-applying for bathroom stops, etc.
Brian Phelps, Mark Thompson: stars of The Adventures of Mark & Brian (1991) appear as two of the aliens. Behind the scenes footage of this was featured on their show.