Robert Justman all thought it had promise, but agreed there would have to be some changes. Muskat reworked the script based on their input. Freiberger, Justman and Story consultant Arthur Singer made further changes and Singer also gave the story a new title, "The Empath". Since Muskat was not a member of the Writers Guild, Star Trek would be saving money, which was becoming very tight. Direction and casting Star Trek associate producer Robert Justman had worked on an episode of The Outer Limits called "Nightmare", which also dealt with men being brutally interrogated by aliens on a minimalistic set. The episode was directed by John Erman, and Justman hired him for "The Empath", given their similar themes. Erman in turn hired a few actors he had previously worked with. He remembered Kathryn Hays from his time as a casting director, and recommended her for the part of Gem. She had also impressed Gene Roddenberry in an episode of Naked City that he had written. The actors who played the Vians (Lal and Thann) were friends of Erman. Willard Sage (Thann) had also worked on the Outer Limits episode. Alan Bergmann played the main Vian, Lal. He was reluctant at first, as the part sounded limited and he didn't like the idea of wearing grotesque makeup, but Erman eventually persuaded him, and promised to expand his role. Filming Filming began on Thursday, July 25, 1968. There was a delay due to Shatner, Nimoy and Kelley being unhappy with elements of the script, and various injuries and illnesses including Kelley suffering a back spasm. The scenes on the surface of the planet were filmed first, then the cast and crew moved to Paramount's giant Marathon stage 1, dressed as the surrealistic underground chamber. Guest star Kathryn Hays recalled, "A cyclorama went around the entire studio set right up against the walls and that, along with the floors and ceilings, was painted black, so it looked like we were out in space." Filming finished on Friday, August 2, one full day behind due to the problems at the start of the shoot. This was to be cinematographer Jerry Finnerman's last Star Trek episode; he had been with the show since the first episode. This was also the only Star Trek assignment for director John Erman. He did not enjoy the experience, due to Shatner and Nimoy wishing to direct themselves. Erman later