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Lost Trek History: The Cloud Minders

'The Cloud Minders' turns 52 today and our latest Lost Trek History feature examines the episode's origins and how its sky city and planet were represented

William Shatner as Captain Kirk, Cloud Minders

Today marks 52 years since the first broadcast of The Star Trek: The Original Series episode “The Cloud Minders.” Decades later, it's considered by many — including us — to be one of the third season’s better efforts. And why not? It has a plot that takes a serious look at social inequality, showcases some great acting from its guest stars, and it’s set in several unique places, including beneath a planet and in the skies above it.

In honor of the episode’s golden anniversary, we thought we’d mine (pun intended) a few nuggets of history and examine the origin of the episode, in addition to highlighting how its sky city and planet were represented.

Ready to… dig in? Prepare your lamps, here we go.

Star Trek TOS Cloud Minders synopsis and log line

Above: A scan from the syndication (rerun) package first distributed by Paramount Television in late 1969 that shows the episode synopsis and logline for “The Cloud Minders.” Since TOS had been canceled by then and was no longer on a national network schedule, the promotional literature produced by Paramount used placeholders (specifically, zeros) for the channel, day and time. These were replaced by the local stations with the correct information when they were edited prior to publication. Note that the episode numbering scheme used by Paramount Television was based on production order and not broadcast order.

“Castles in the Sky”

The shooting script for “The Cloud Minders” is attributed to Margaret Armen, Oliver Crawford and David Gerrold. However, the original story for the episode came from Gerrold, based on his  40-page story, “Castles in the Sky.”

In his original work, Gerrold imagines a planet, Aronis (which rhymes with baroness), where the affluent portion of the population — the Skymen — live in idyllic floating cities. The Ballakies, a less-affluent group of manual laborers, live in harsh conditions on the planet. According to Gerrold’s treatment, the Ballakies mine dilithium crystals for the Skymen because the crystals are the power sources that keep the sky cities afloat. The Federation, of course, retains a relationship with Aronis for their supply of  the much needed crystals. But when the shipments mysteriously stop, the Enterprise is sent there to investigate.

Upon arriving at Aronis, Kirk, Spock, McCoy, Uhura and Chekov fly in a shuttlecraft to the sky city of G’aela to meet with the matronly Grandee. En route, their shuttlecraft is forced to the surface by missiles fired from the planet. Upon landing the crew finds themselves in the presence of the elected and unelected leaders of the working-class Ballakies; the former a proper diplomat named Keemar, and the latter a Pancho Villa-type character called Gue’ve’che. Through his interaction with the Ballakies, Kirk learns that disease, lack of housing, malnutrition, and more have made the living conditions on Aronisterrible. Gue’ve’che wants to lead a revolution against the Skymen as a result. In fact, he wants nothing more than to use a missile to shoot down G’aela, but, alas, none of them are powerful enough. Kirk tells Gue’ve’che and Keemar that he will see if he can help the situation and they agree with one stipulation:  Gue’ve’che must be allowed to keep McCoy, Chekov and Uhura as hostages.

Star Trek TOS character Vanna the Troglyte

Above: Vanna the Troglyte -- played by Charlene Polite, shown as the middle person in this production shot -- evolved from Gue’ve’che the Ballakie in Gerrold’s story. For a short time, before the shooting draft of the script was finalized, Vanna was named Varga.

As the story continues, Kirk and Spock beam to the sky city of G’aela and meet with the Grandee as well as her daughter, Li’aina, with whom Kirk eventually has a romantic encounter. Our captain tries to convince the Grandee to do something about the suffering Ballakies, but she is not interested, and Kirk becomes dismayed.

Meanwhile, on the planet, the three Enterprise hostages learn more about the severity of the conditions and how badly the Ballakies are suffering.

After an exotic dinner in the floating city, Kirk learns that the reason for Aronis’ deplorable conditions is that the dilithium mining has been automated and many miners are now out of work. Eventually, Kirk is able to convince the Grandee to meet with Gue’ve’che and Keemar so that she can hear how bad the conditions are on the planet. The two Ballakies are beamed up, and the meeting happens, but it is a failure because the Grandee believes that the Ballakies have the freedom to do what they want, despite the fact that the Skymen themselves created and now sustain their plight. After the meeting concludes, Gue’ve’che and Keemar argue near the balcony of the sky city about whether or not to find a compromise with the Grandee, and Keemar falls over the ledge, plummeting to the planet below.

Not discouraged by the failure of the meeting, Kirk tries another approach to get through to the Grandee; he convinces Li’aina to beam to the planet to see the Ballakies. With Kirk as her guide, she begins to understand how bad the situation is and returns with Kirk to G’aela to try to convince the Grandee. Unfortunately, despite Li’aina’s best attempt, she can’t change her mother's mind. So Kirk, desperate and very undiplomatic by this point, instructs Scotty to forcibly beam the three of them to Aronis.

On the planet, Kirk and Li’aina show the Grandee the Ballakies’ horrific living conditions. But ass the tour is happening, Gue’ve’che convinces Chekov to show the Ballakies how to use a hand phaser. Once they learn this, Gue’ve’che steals the shuttlecraft’s larger phaser, moves it to a remote site, and begins aiming it at the sky city. However, before he can push the fire button, Kirk, the Grandee and Li’aina arrive and intervene. After much yelling and discussion – and with Kirk producing a very-much-alive Keemar, who had been beamed to the Enterprise before he hit Aronis – the Ballakies and Skymen agree to cooperate in improving theBallakies’ quality of life and, hopefully, attain the same stature and dignity that the Skymen have.

The Sky City

As the story and script evolved, the sky city of G’aela was renamed Strato and then, eventually, Stratos. Reportedly, the Stratos we see on our screens was a model carved from foam pieces.

Captain Kirk and Spock looking up at the floating city

Above: In the finished episode, the Stratos model was shown in an optical effect; e.g., it was photographed and then matted with clouds and a separate shot of Kirk and Spock observing it (top). However, in a rejected approach, the production staff attempted to show the model “live” suspended from the ceiling of the studio with Shatner and Nimoy in the foreground (bottom).


The original story’s dilithium mines of Aronis eventually became the zeenite (spelled this way in the script) mines of Ardana, in the finished episode.

Star Trek TOS The Cloud Minders

Above: The view of Ardana from Stratos (inset) was actually a photograph of the Hadramawt Plateau in Yemen captured in 1965 during the Gemini IV spaceflight (outer, main picture). The sequences showing the Plateau in the episode were enhanced by cropping the original photograph, altering its color, adding animated clouds over it and, in one scene, adding an animated silhouette of a body falling into it.

And with that, we’ll conclude this article and come to the surface. Watch your eyes!

Episode Preview: The Cloud Minders

David Tilotta is a professor at North Carolina State University and Curt McAloney is a graphic artist residing in Minnesota. Together, they work on Their book, Star Trek: Lost Scenes, was released in August 2018 by Titan Books and it’s filled with hundreds of carefully curated, never-before-seen color photos that are used to chronicle the making of the original series, reassemble deleted scenes left on the cutting-room floor, and showcase bloopers from the first pilot through the last episode. They can be contacted at and