Meanwhile, Starfleet Admiral Haftel learns of Data's creation and informs Picard that he wants to transfer Lal to a research station where he can more closely monitor her progress. When Picard refuses, citing Lal and Data's mutual need to remain together for full developmental growth, Haftel gets permission to come aboard the U.S.S. Enterprise to observe Lal and is empowered to remove her from the ship if he is dissatisfied by what he sees.

Despite all evidence to the contrary, Haftel is convinced that a bar is an unacceptable environment for Lal and orders her removed from Ten Forward. He then meets with Lal in the hopes of convincing her to leave the Enterprise, but she firmly states her desire to remain with her "father" Data and the crew. Upset by her meeting with the Admiral, Lal seeks out Troi, who is stunned to sense the emotion of fear emanating from the android.

After Haftel informs Data that Lal will be taken from the starship, Picard states his intention to defy the admiral's orders, but their face-off is interrupted by an emergency call from Troi. Data and Haftel rush to Lal's side, only to find that she is dying. Troi tells them that Lal's functions broke down after experiencing an extraordinary range of feelings in the counselor's presence.

In a valiant effort to save Lal, Haftel joins Data in repairing the android's malfunction, but her neural pathways shut down faster than they can fix them. After Lal thanks Data for her life and tells him that she loves him, her neural system fails and she expires. Unable to experience the grief and emotion the crew feels at Lal's loss, Data must be content with Lal's memories of life, which he transfers to his brain.

[Lt. Cmdr. Data walks in on Lal kissing Cmdr. Riker]
Lt. Cmdr. Data: Commander, what are your intentions toward my daughter?

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Lt. Cmdr. Data: Admiral, when I created Lal, it was with the hope that someday she would choose to enter the Academy and become a member of Starfleet. I wanted to give something back in return for all Starfleet has given me. I still do. But Lal is my child. You ask that I volunteer to give her up. I cannot. That would violate every lesson I have learned about human parenting. As Captain Picard told me after he first met her, I have taken on "quite a responsibility." I have brought a new life into this world. It is my duty, not Starfleet's, to guide her through these first difficult steps to maturity, to support her as she learns, to prepare her to be a contributing member of society. No one can relieve me of that obligation. And I cannot ignore it. I am her father.
Admiral Anthony Haftel: Then, Mister Data, I regret that I must order you to transport Lal aboard my ship.
[Data rises to comply]
Captain Jean-Luc Picard: Belay that order, Commander.
Admiral Anthony Haftel: [shocked] I beg your pardon?
Captain Jean-Luc Picard: I'll take the matter to Starfleet myself.
Admiral Anthony Haftel: *I* am Starfleet, Captain... and this is an order. Proceed, Commander!
[Data again moves to comply]
Captain Jean-Luc Picard: Hold your ground, Mister Data.
Admiral Anthony Haftel: [angry] Do you understand you're risking your command and your career, Captain?
Captain Jean-Luc Picard: There are times, sir, when men of good conscience cannot blindly follow orders. You acknowledge they are sentient, but ignore their personal liberty and freedom. Order a man to turn his child over to the state? Not while *I* am his captain.

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[about Admiral Haftel]
Lt. Cmdr. Data: Then he is questioning my ability as a parent?
Captain Jean-Luc Picard: In a manner of speaking.
Lt. Cmdr. Data: Does the Admiral have children?
Captain Jean-Luc Picard: Yes, I believe he does, Data.
Lt. Cmdr. Data: I am forced to wonder how much experience he had as a parent when his first child was born.
[Data leaves]

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Lal: [Lal's last words] Flirting. Laughter. Painting. Family. Female. Human...

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Lal: [Sees a guy kiss a girl] He's biting that female!