The Enterprise is en route to a starbase due to a medical emergency. Due indirectly to a practical joke that Jake Potts played on his little brother Willie, Willie urgently needs medical attention. Data begins taking Jake to sickbay to see Willie (who's under strict quarantine, and also not particularly amenable to seeing Jake right now), but suddenly starts behaving strangely.

He quickly assumes control of the Enterprise by cutting off life support to the bridge. He establishes force-fields in enough locations that the others can't even get to the bridge, let alone recover it from him. They block site-to-site transport ability (meaning he can't beam directly off the bridge)-and Data, through a complicated series of force-fields, walks past entire security teams to Transporter Room 1, puts Riker and O'Brien behind a force-field, reactivates site-to-site ability, and beams off- ship.

He enters a house, where a strange old man welcomes and reactivates him. He announces himself to be Noonian Soong, Data's creator, and quickly convinces Data that this is the truth. (He escaped the colony he was on before the crystal entity destroyed it, though exactly how is unclear.) Meanwhile, by diverting power from most of Willie's quarantine, the bridge crew make it back to the bridge, but are stopped by a security code that Data (masquerading as Picard) set up, which they have no hope of cracking. However, they do regain control over sensors, which picks up one human life-form on the planet below-and a small vessel entering orbit, with no life aboard.

Data and Soong talk for a while, about why Data joined Starfleet, and more importantly, the concepts of creation and procreation, and we find that Soong created Data for the same reason humans are driven to have children-for his own slice of immortality. However, their reverie is interrupted suddenly, as a similarly entranced Lore enters.

Over Data's objections, Soong reactivates Lore, insisting that Lore will obey him. He does manage to keep Lore from attacking him or Data, reassuring Lore that he wasn't captured- Soong, in fact, didn't even know Lore had been reassembled. When Lore, bitter and angry, decides to leave Soong with his "favorite son" Data, Soong tells him he's dying. Data accepts this with his usual aplomb, but Lore is hit surprisingly hard emotionally.

While Geordi and O'Brien begin attempting to convince the transporter to let them beam down, Soong tells Lore that disassembling him was the only option-after creating Data, he planned to go back and "fix" Lore. (We also discover that, at least according to Soong, Data is not "less perfect" than Lore.) Soong quickly tires of Lore's bickering about Data, and orders both androids to sit.

He tells them that, after years of work, he's figured out what went wrong with Lore, and holds up a chip with the programming for "basic emotions"-for Data, since he didn't even know Lore still existed. He goes into another room to rest, however, before starting the procedure.

As Riker, Geordi, and Worf beam down to search for Data, Soong inserts the chip into the android he thinks is Data-but after it's over, he quickly discovers it's Lore wearing Data's uniform. He tries to convince Lore that the chip was not designed for him and won't work properly, but Lore, insisting that Soong owes him for past slights, not Data, tosses Soong across the room, knocking him out, then beams out. Shortly thereafter, Riker and company find Soong, just waking up, and a deactivated Data, whom Riker quickly revives. Soong tells Data that he has neither the time nor the skill to create a second chip, rebuffs all attempts to take him to sickbay, saying he has "no plans to die anywhere else", and removes Data's memory block. Data says goodbye to Soong alone, saying that it's all right for Soong to die, since he will live on in Data.

Several days later, Willie is recovering nicely, and he and Jake are playing happily. When Data observes that the children have settled their differences, Beverly says, "They're brothers, Data! Brothers forgive," and the episode closes on a rather pensive Data.