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.
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.
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 was nominated for an Emmy Award for Outstanding Achievement in Makeup for a Series.
This episode features both phaser designs: the "dustbuster" from seasons 1&2, and the "cobra" style introduced in season 3.
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.