Aside Star Trek II and "Once More With Feeling," a big inspiration for this project was "Once More With Hobbits". After Alan saw their rewrites of the "Once More With Feeling" songs to fit "The Lord of the Rings," a deranged and possibly very bad idea began to form. You be the judge. This will be best enjoyed with you’re "Once More With Feeling" soundtrack playing in the background as you sing the songs at the top of your lungs. WARNING TO BUFFY PURISTS: In order to fit the dramatic flow of “Star Trek II: The Wrath of Khan,” the order of the songs from “Once More With Feeling” has been changed slightly.

Author: Alan Decker, Anthony Butler
Copyright: 2004

Star Trek II Screenplay by Jack B. Sowards
All songs originally by Joss Whedon
New lyrics by Alan Decker and Anthony Butler


Throughout the overture, Admiral James T. Kirk observes as Saavik attempts the Kobyashi Maru test.  After she completely blows up the simulator, Kirk shakes his head and walks off down the corridor, lamenting his situation.

REGRETTING MY PROMOTION (Formerly “Going Through The Motions”)


Every single time

The same assignment

I go out and watch them fight

Still I can’t observe with pure detachment

That should be my chair

With Spock at my right


My resentment grows

I try to pose

Although I’m sure it shows


That I’m regretting my promotion

To the Admiralty

I just want to take a ship and flee


On the Enterprise

I was courageous

Now I’m too far from the fray


Admiral’s rank is nice

But I’ve got star lust

Got to get away

Spock shows up beside him and shoves a book in Kirk’s hands.


Here it’s your birthday


That was yesterday.

Spock moves off as the scene transitions to Kirk’s apartment.  Before he can open his mouth to continue, his door bursts open, and Sulu, Scotty, Uhura, and McCoy dance in with McCoy in the lead carrying a bottle of Romulan Ale


Your job really sucks

You’re in a rut

Forget this admiral stuff

‘Cause you’re

Regretting your promotion

Think your ship has sailed

McCoy hands Kirk a glass of Romulan ale.  Kirk refuses.


You won’t even drink this Romulan



Can’t command a ship forever

Thought the admiralty’d be better


You can run away.


No.  Never.

I can’t go on reeeeeeeeeee-

Gretting my promotion

Thinking of old times

I’ll serve Starfleet yet

By teaching dumb cadets

You folks don’t need to fret

I’m fine!


Sulu, Scotty, and Uhura putter around preparing the ship for departure.


Are we really putting the Enterprise

in the hands of cadets?


Those are our orders.


Aye.  That they are.


Just relax.  It’ll be fine.

WHY SHOULD WE WORRY? (Formerly “I’ve Got A Theory.”)


Why should we worry?

It’s a cadet cruise

A dull cadet cruise

So sit back ‘til we get there.


Why should we worry?

These kids are bad news

You saw how Saavik smashed up Starfleet's simulator


Why should we worry

With Jim Kirk on board.


We're getting leery

Because we'll spend the movie feeling bored!


There could be a crisis!

A major crisis!

Which is ridiculous because Kirk is here

And he’d save us all without our help

And we don’t count and we never have

And I’ll never get a ship.


Why should we worry?

‘Cause Saavik’s evil!

Scotty and Sulu look at her as though she’s lost her mind.


Why should we...


Saavik’s not uptight 

Like all the rest of planet Vulcan

She has her pissy days

And curses with emotion

And what’s with all the small shirts?

Why does she get to be in command anyway?

Saavik!  Saavik!

I don’t trust Saavik!

Now Scotty and Sulu know she’s flipped her lid.  Just as they turn to talk to each other...


I think she’s evil


Why should we worry?

Uhura’s just gone nuts


And there's nothing wrong with showing us

That Vulcan’s bust

Kirk, Spock, McCoy, and Saavik exit the turbolift onto the bridge just as they finish singing.


Why should we worry?

Let’s stop the chatter.

Spock and McCoy shrug and take their usual bridge positions as Saavik slides into the command chair.  Kirk starts at the rear of the bridge but gradually moves to the front as he sings.


The Admiral’s here so let’s get going

I hope my melancholy’s showing

I’m getting old

The theme is clear

We’ve hit you all

On the head here.


He’s feeling down.  Okay.  We get it

We're sick of hearing 'bout his regret

Subtle we’re not

We’ve made it plain

Let’s start the plot.


Let me complain!


He’s feeling down.  Okay.  We get it


I’m feeling down...


His promotion he really regrets


I have regret...


Can we please start the plot?


And ditch that Saavik.

Everyone else on the bridge shoots her an angry glare.

You wanted a plot?  We’ve got a plot.  On Ceti Alpha V, Khan Noonian Singh lords over Chekov and Captain Terrell, who are on their knees in EVA suits, writhing in pain as they grasp at their sealed helmets.

EAR BUGS (Formerly “The Mustard”)


Please get...these ear bugs...out!


Please get these ear bugs OWWWWWWWWWWW!


As the Enterprise cruises along, Spock cruises in a turbolift through the ship.  The lift stops and the doors open, allowing Lieutenant Saavik to enter.


Captain Spock.



The pair rides in silence for a few moments.


Aren't you supposed to have the turbolift

scene with Captain Kirk?


In the movie, yes, but the writers are taking

a little dramatic license here.


I see.  I suppose we should proceed then. 

Is something troubling you?


It is.  May I speak freely?


Of course.  Would you prefer to communicate

via English, Vulcan or musical number?


Musical number.


Very well.

YOU’RE SO LOGICAL (Formerly “Under Your Spell”)


I lived a life of logic

As part of a pointy‑eared race

It didn't seem so bad, though

I figured that was my place

And now I'm mad with fright

Something just isn't right


You're so logical

More logical than me

Please teach me the way to be

It's logic I can tell

How you keep your peace

Make it seem so damn easy


I saw a world infested

Feelings and love in the air

I always took for granted

My logic’s better than theirs

But your logic shows

It's better than any I've known


You're so logical

Nothing I can do

I wish I could mind‑meld with you

You keep your calm so well

Finally, I knew

Everything I thought was true

You made me believe


Secrets that I hide

Swelling with Romulan pride


You're so logical

Ears are all pointy

Wanting to be so blase

I think I'm stuck in hell

Frigging ecstasy

Logic’s not a part of me


You make me com‑pete

You make me com‑pete

You make me com‑pete

You make me...

Meanwhile, Admiral Kirk receives an urgent message on the monitor in his quarters from Carol Marcus.  Her image and voice are distorted on the screen.


Jim! Is that you?


Um...yes.  Do I know you?


It's Carol!

KIRK're going to need to be a little

more specific.


Carol Marcus!


I think I know that name.




Oh, Carol!  Right!  Sure.


Jim, they want Genesis!


Who?  What do they want with Genesis? 

I don't think Phil Collins is even around anymore, so a reunion is out of the question.


Not that Genesis!


Oh!  The planet maker thingy.  Gotcha.

Carol's message disintegrates.  Kirk, realizing this could be trouble, gathers Spock and McCoy in his quarters to fill them in.


I just got word from...a Carol-somebody

that somebody else wants Genesis.  Before we take action, though, you should know what Genesis is.  I have a film.


Is there popcorn?


Who's playing Phil Collins?

One animated spectacular later, the fully‑informed officers head up to the bridge and send the Enterprise hurtling toward Regula One.

Some time later, the Enterprise detects the USS Reliant heading its way.  What the Enterprise crew doesn’t know is that we’ve secretly replaced the Reliant’s crew with a bunch of pissed off 20th Century genetic supermen.  Let’s see what happens...

As the Enterprise and Reliant approach each other, Khan sits imperiously in the Reliant's command chair, watching his quarry come closer.

ALL SHOT TO HELL (Formerly “I’ll Never Tell”)


There is the ship that I plan to disable

Phasers are primed

Kirk's toupeed head will be brought to my table

Vengeance is mine

The last vic'try was his

But I'll win now 'cause I'm a whiz

Just wait 'till his ship is

All shot to hell

Meanwhile, on the Enterprise bridge, Kirk considers the Reliant.


There is a ship

It's a Starfleet starship

But why in this place?

Floating out there should I care

That it's there

In space

Out in space!

They really should have hailed

Something's wrong.  Could their comm have failed?

If they shoot we'll be ‑‑ nailed

All shot to hell

             KIRK                                          KHAN

    But who'd shoot us to hell?       But I'll shoot you to hell


He's mine


She's coming


Prepare to raise the shielding


I've got a funny feeling

And I can't say why


We'll soon‑‑be blasting


The regs here are exacting


Our phasers will be lancing

'cross their hull's white side


Oh wait

Our ships are friendly


Just two ships that should by chance meet


Just a part of one big nice fleet


Just no need to call a retreat


I know all will be well


'Cause no way we're shot to hell


'Cause you'll be all shot to hell


When things get tough then

He just hides behind his Vulcan

And soon he will be sulkin'

'Cause I've shot up his ship


I'm bored.  Of waitin'

When's something gonna happen?

They shoulda‑‑


Okay.  Start shootin'!

The Enterprise rocks under the first barrage.


This is my ship, Hello!  We‑‑

More shots from the Reliant.


Look at that!  We hit them!  Crazy!

Phasers blast and stuff on the Enterprise explodes as the jaunty musical interlude plays.


You know...


We should have raised shields


Go taste how that feels!


They knew just the spots to hit us

Puts an end to all my fleet trust

And for now they've left us

Dead in space!

More sprightly music as Reliant fires one more time.


They're gone


We're gonners


And now it's time to talk terms


Look there on the viewscreen

It's that crazy Khan guy


Kirk, my old friend

You're life has reached its due end

It's Genesis that you'll send

Give Spock a hug bye


Not long

Until the time's up

He's strong

But on these thoughts I can't dwell


Could we send the ship its prefix code?


Will Genesis be a motherload?


Khan, you've got to give us more time

'Cause the data we just can't find


Kirk, come on.  Your fate, it beckons

You've got less than sixty seconds


Here it's comin'


Shields are droppin'


Now our phasers start a blastin'

The Enterprise's weapons savage Reliant.


And that final bit of shooting

Is this battle's death knell

We're hit and all shot to hell

My ship is all shot to hell


Choking on smoke


We have to flee


No time for glee

We barely won


All shot to...HELL!

There's a whole lot of stuff that happens here.  Really exciting stuff, I assure you.  The Enterprise reaches Regula One.  Kirk, Saavik and McCoy beam aboard the station.  They find Chekov and Terrell.  They beam into the Regula moon and find Carol and David Marcus.  Did you know David Marcus was Kirk’s son?  Talk about drama!  And David doesn’t like his Dad!  Like I said, it's quality stuff.  None of it involves singing, though, so we're just going to skip right on up to the very tense moment just after Terrell and Chekov have told Khan where Genesis is.  Khan's beamed up the Genesis Device, Chekov has collapsed, and now Terrell has a phaser pointed at our heroes!   Whatever will they do!  Listen to a song.  That's what...               

TERRELL’S LAST GASP (Formerly “Parking Ticket”)


I've got a creature in my brain

Can't seem to put my phaser away

I'm gonna kill you, Bones.

It's in my head, came through my ear.

And now it's telling me to fire!

It has its tendrils everywhere!


Why can't I let it go?

I think it's making me aware

That Khan wants you to despair

Maybe I'll shoot myself right here!

Astoundingly enough, he does.  And for one brief shining moment, Khan believes that his old adversary is dead.  But then Kirk just has to get on the commline and spoil everything.  Fortunately (for Khan anyway), our antagonist recovers quickly and makes some lemonade out of the proverbial lemons.

THE GLOAT OF KHAN (Formerly "What You Feel")


So you're still alive

Despite all my guile

But you'll have to survive

Way deep inside a great rock pile


You stranded us on Ceti Alpha

Fifteen years until I escaped and got ya

So I win the day

Looks like you're stuck a while


I'll take Genesis 

While you sit and rot

That's the way it is

And right now you can't do squat

Now for your ship I'll be a gunnin'

I'll blast their britches off

I'll send the torps in

Call your next of kin

You're stuck in quite a spot.


And I know how you feel, Kirk

I know just how you feel, Kirk


So you're going to come down and

face me?  Fight me man‑to‑man?

Khan laughs.


All this battling

It goes on too long

Why waste energy?

When I can just sing this song

Enterprise is damaged and waiting

A wounded bird just ripe for the plucking

And you'll sit helplessly

Knowing they're dead and gone


The time has come

So long old chum

Its time to end this scene

It's nice to know that I'm hurting you so

Now let me hear you scream


'Cause you're stuck stranded here, Kirk


You're a twit

Who can't hit

A target

Come here and see


I've buried you, Kirk


You took this


But you missed

my whole body


You're stuck inside the Regula moon

And no help will be coming real soon


We can fight

Prove your might

Here tonight

Just beam down here


I'm not biting

Sit there and glower

You're just a zero

While I've got the power


Think your tough

Show your stuff

Where is great Khan the killer?


Kill you?  Oh, I've done far worse than kill you. I've hurt you. And, I wish to go on hurting you. I shall leave you as you left me‑‑as you left her‑‑marooned, for all eternity, in the center of a dead planet: buried alive.

Now we've reached the end

You're stuck in quite a spot




Kirk soon realizes that Khan has hung up on him...either that or he lost the comm signal.  The reception stinks inside a planet.  With a shrug, Kirk plops down on the grass in the Genesis cave to wait.  Soon, Saavik approaches him.


Admiral, about the Kobyashi Maru...


So you want to know how I beat it.


No, actually, I was interested in my

Performance in the sim...

Too late.  Kirk’s already burst into song.

LET ME TRY TO CHEAT (Formerly “Let me Rest in Peace”)


I tried

So many years ago

To beat Starfleet’s Academy’s

No-win scenario

And although I flunked it many times,

I think I finally showed,



You’re scared

Afraid that you might fail

And you can’t seem to save your ship

From all of those travails

Raise the shields, and arm the torps

You know it isn’t real

That's great

But I don't wanna play

'Cause losing really rankles me

More than I can say

And since my crew’ll die real soon

I’m gonna find a way

So let me try to cheat


Let me try to cheat

Let me get this beat

Let me reprogram this simulator

So that I can get some sleep

I risked everything to win

But I’m still in Starfleet

So let me try to cheat


You know,

Kobayashi’s saved

I just love to think about

All those admirals who’ll rave

And when they do

I’m telling you

That I can find a way

So let me try to cheat


I know I should go

back inside the sim, and retake the test

There’s a simulator, that’s what I know best

And I love it more than you’d ever guess

But I love that I just passed that test

but I can see you're unimpressed

So leave me be and

Let me try to cheat

Let me get this beat

Let me reprogram this simulator

So that I can get some sleep

I risked everything to win

But I’m still in Starfleet

So let me try to cheat

Why won't you

Let me try to cheat?

Meanwhile, up on the Enterprise, Chief Engineer Montgomery Scott is facing a decidedly untidy engine room.  It’s amazing what a mess a crippling attack can make.  Unfortunately for Scotty, Captain Spock is demanding little things like transporters and main power.  What’s an engineer to do?  Sing to his ship.  That’s what.

REPAIRING IN MY WAY (Formerly “Standing in the Way”)


You're not ready

For a Reliant fight

But Spock keeps calling

And I cannae hide

I know I said that I’d

have engines back online

But I...


The shields are beaten

And the engines died

The warp field’s failing

And the phasers fried

Spock told me two days,

but I think that he lied

But I ...


I wish I could align

The warp core

To get us on our way

Wish I could arm the phasers

in hours ‘stead of days

Wish Khan would pay

But I’m only one man

And I’m repairing in my way


Below Regula,

the Captain’s stuck

And Spock knows I’m here

To fix this junk

But he told the Captain

It’d be hours ‘stead of days

But I


I wish I could

Work a miracle

And save the day at last

Wish I could

Start the engines

But now their time has passed

Wish I had the power

But I dinnae, I guess

But I'm


In my way

I’m just repairing

In my own way


Back inside the Regula Moon, Lieutenant Saavik has discovered to her well-disguised horror that Admiral Kirk evidently plans to keep telling stories about his career until they all die of old age.  This wasn’t exactly how she planned to spend her career.  Soon, she begins a lamentation of her own as Scotty continues his on the Enterprise.  Thank the Great Bird for split-screen or this would never work.

WISH KHAN WOULD PAY (Formerly “Under Your Spell/Wish I Could Stay (Reprise)”)


It's not logical.

Spock, how can this be?

Leaving Kirk down here with me

Oh how his head does swell.

Of his captaincy

He insists on telling me

I need a reprieve


Reprieve me now, my engines. Go!


'Cause if you leave me

It will end this show

The final blow


Wish I could fix the warp core

To get us on our way

Wish I could arm the phasers

In hours 'stead of days


Wish I could trust that you'll come back for us

Since we're stuck inside this crust

My lovely bust will turn to dust

All gone and I just...


Wish Khan would pay

Wish Khan would pay

Wish Khan would pay

Wish Khan would pay


But wait!  It was all a ruse!  Kirk and Spock had a plan the entire time!  Soon, everyone is back on the Enterprise and rushing around as they’re prone to do in crisis situations.


Wait!  You said the repairs would take



No uncoded communications on an

open channel.


It’s a regulation or something.  Hours became

days, and now we have minutes instead

of hours, and that means the seconds

have gotten really really short!


You could have let me in on it!


But then it wouldn’t be this cool


The crew reaches the bridge, and the Enterprise races (and really that’s a generous term for it) toward the Mutara Nebula with the Reliant in hot pursuit.  When the Reliant shows signs of dropping back, Kirk has Uhura do that channel opening thing she does so well to goad on his adversary.

LIMP TO MUTARA ( Formerly “Walk Through The Fire”)


I’ve fought you, Khan

And you’ve battled me

Loads of hard feelings we don’t lack

You thought me killed

But I’m returning still

I just keep coming back

Kirk signals for Uhura to cut the channel.


My ship is broke

Can’t get much speed

I’ll change the way we play this game

To stay alive

We’ll slip in there and hide

Our ships will be the same

So we will limp to Mutara

Where purple gasses churn

We will limp to Mutara

And he’ll go...

Meanwhile on the Reliant there sits one really angry 20th century genetic superman.


That man out there

Keeps tasking me.

And I will have him there’s no doubt.

Oh he can run

But I will have my fun.

This fight will be a rout.

Back on the Enterprise, the angst-ridden song-fest continues...


So we have limped to Mutara...


SAAVIK                                                KHAN

And we may not return                        He will not return


And we have limped to Mutara

Where he’ll go...


Khan’s technique, it shows no range, sir

To space fights he is a stranger

We could catch him where he’s unaware.


Standing by, sir, on the weapons.


Is he thinking of my engines,

As he sits there in his captain’s chair.


Kirk gets us through.

That’s why we’re glad to be his crew.

So we will limp through Mutara...


So in this place he can’t see me

He says revenge is best served cold.


Out there in space, it’s frosty weather.


We have him now

We’ll shoot him up and how!

I’ll prove I’m not so old.                                         

The Enterprise shoots the utter crap out of the Reliant.  Cue the singing over one another!


We have hit him with the phasers



Not much longer

Hold together



I feel like I'm flying in the dark



Mains are done for

No warp power


So now it's done, Kirk's bested me

They feel their vict'ry

Is assured

But it's my time

'Cause Genesis is mine

I'll have the final word.



Regretting my promotion

Ship's captain is my part




That shockwave will be a killer


I’ll go down and get us

Out of park

KIRK                                                                        KHAN

This really blows                                       They will die with me!

We’re are just sitting here like shmoes


And we are caught in Mutara

Our lives will end real soon

So we will die in Mutara

When we go boom

We’ll go boom

We’ll go boom

We’ll go boom!

Despite being defeated, charred, battered, and pretty disgusting looking, Khan finds the energy to gloat a little...


KHAN GO BOOM (Formerly “Sweet’s Reprise”)


Well this really sucks

I guess it's my farewell

But you're sitting ducks

Time to ring the final bell.

Genesis will end all this hardship

Try to leave us now

Once more with starships

My revenge is done

I stab at thee from hellllllllllllllllllllllllllllllllllllllllllll


Sir, the mains are back online!




Go, Sulu!

The Enterprise zips away at warp speed.


HEY!  That’s not how this is supposed to...


And they lived happily ever after...for about five seconds.  Then Kirk gets the call from engineering.


Jim...You better get down here.


Not right now, Bones.  I’m basking the glow of victory.


It’s important.


So is basking.

McCOY (whispering)

It’s Spock.


What?  I can’t hear a thing you’re muttering.




Spock, it’s for you.

He looks over at the science console and realizes that his friend and science officer is missing.  The light dawns.  Kirk’s face fills with horror, he goes racing down there, sees Spock, yada yada yada.  You know the drill.  Separated by the protective glass (or transparent aluminum or whatever) of the chamber where Spock is dying, the Vulcan informs his long-time friend Kirk of the logic of his actions...

KATRA (Formerly "Life")


You're my friend,

And you will always be

But now it's time for me

to die right at your feet


Now that we

Were able to stop Khan,

From screwing up this song

Why don't you run along?


Now I call,

It quits

But the ship

Is fixed

Do not grieve

My friend

I know you

will get

what you

most want


To lose the Admirals bars

To fly among the glittering starrrrrrrrrrrrrs


It's logical

It's logical


It's so human to cry and pout

You've no reason to cry and pout

Many’s needs           

Outweigh the needs of few

There's nothing left to dooooooooo

I'm dying pretty soon.

Still we're friends

Will be forever more

And who knows what's  in storrrrrrrrre

See you in Star Trek Four....


I can't stand


All those E-


You and I

are friends

But now it

Must end

Well that



On if you let me go

On if you know enough to know


In McCoy's mind

I'm left behind


There was no pain,

No fear, no doubt

Till I gave away

My katraaaaaa.


So that's my refrain

My brain's on loan

I gave it to Bones

My Katraaaaaa.

The doctor has my Katraaaaaa


So go to Vulcan and yank it out

Please go to Vulcan....

Spock begins spasming and flinging himself around the dilithium chamber until finally, as the music reaches its most frantic, he dies.


Now that he's gone

I wander what

My good friend Spock

Was saying?

This pain that I feel

Only can heal

By Trekking.

I have to go on trekking

So one of us is trekking....


The hottest air in this room

comes from the Admiral

With the adventure at an end, the remaining crew of the Enterprise gathers in the torpedo room to launch Spock’s corpse into space.  As the torpedo casket moves down the track, a song begins, and it sure as hell ain’t Amazing Grace.

HOW CAN WE END IT HERE? (Formerly “Where Do We Go From Here?”)


How can we end it here?


How can we end it here?


The movie’s done

And we blew up Khan


But we lost someone who’s dear

How can we end it here?


Why is my head unclear?

Feel that Spock’s brain is near


Understand we’ll be back again

There’s a sequel due next year


Help me!


How can we end it here?

Kirk’s life is back in gear

McCoy is acting weird

And Spock’s return

Is a big concern

We can tell Trek Three is near

How can we end it here?

How can we end it here?

How can we end...IT HERE?

On the Enterprise bridge, with his crew, ex, and son gathered around, Kirk looks at the Genesis planet on the viewscreen, reflecting on what has transpired.

CODA (Formerly “Coda” oddly enough)


I fought with Khan

Vic’try was not free

I can’t believe that I’ve lost


I have no fear


I’ve died, but we’ve four films to go

So you can find me here

I know I’ll come back here.


How can we end it HERE?

Booming crescendo and cue the closing credits!

Tags: unleashed