The team is assigned to protect Marla, a former bootlegger turned peacekeeper, at a meeting between mutants and warlords. Sarge leaves to pick up her sister Lily to take to the gala and Hel and Cleopatra go to meet Marla. Lily waits for Sarge at a local hangout and Slade, Sarge's former renegade Black Watch leader, approaches her. Lily reveals that she's meeting Sarge and two hoodlums inject her with a parasite that will kill her in three hours. When Sarge goes to the bar she is met by Slade (hologram) who tells her that if she kills Marla she will get the antidote. Cleopatra drags Lily off as Sarge goes to find Marla. Terrified, Lily tells Cleopatra what happened at the bar and they rush to find Hel. Meanwhile, Sarge enters Marla's quarters and the two women begin to fight. Sarge is about to blow Marla away when Hel, Cleopatra and Lily barge in and convince Sarge to hunt down Slade instead and find the antidote. Later, Cleopatra, enters a Black Watch hangout and approaches a guy named

Hel and Sarge are at a virtual tanning salon when a fight breaks out between the barkeeper and a feisty guy. The ladies attempt to intervene, but the barkeeper throws the guy off a landing and the guy transforms into a Betrayer as he falls down the shaft. The Betrayer is beheaded by a passing rafter and a Scavenger catches his head and downloads its information to the evil mutant Sluggo. Meanwhile, Hel and Sarge find an abandoned baby boy at the tanning salon and figure it must have belonged to the guy thrown from the ledge. They return to Mauser's lab with the child and Cleopatra fawns over him. Mauser generates the baby's hologram in an effort to find his guardians. Later, Sluggo learns from the Betrayer head that the baby has been programmed by the Bailies to be a bomb. Realizing this child can be an asset, Sluggo releases Scavengers to retrieve it. Meanwhile, Mauser locates the baby's guardians and the team heads to the tanning salon to return him. But when the supposed guardians c

Voice sends Hel, Sarge and Cleopatra to a bar to retrieve Jensen Manning, an important Bailey researcher. When they arrive, the team finds Manning standing on the bar, shouting like a madman. Voice soon sends a Confessor, a futuristic shrink, to talk Manning down. Manning suddenly goes into convulsions and dies. An electronic parasite slithers from his mouth and forces its way down the Confessor's throat. The team fends off a group of Betrayers trying to get a hold of the Confessor and return to the lab. Mauser puts the Confessor in a healing tube and runs a full medical diagnostic. They learn that the parasite is a Bailey-engineered data retrieval unit that is downloading everything in the Confessor's brain, which explains why the Betrayers wanted him so badly. The Confessor convulses and dies and the parasite exits his mouth to look for new host. The bug breaks out of the healing tube and invades Hel... The Betrayers from the bar find the lab, but Sarge secures the area before they c

Dressed in a seductive gown, Sarge prepares a romantic dinner for her and Mauser. He enters the lab and reminds Sarge that he's not programmed for sex. She presents a microchip to Mauser that, when inserted into his skull, will bypass certain moral inhibitions. Mauser grants his permission and Sarge injects the chip. The two embrace passionately, but Mauser's excitement quickly turns to rage and he begins to strangle Sarge. She shoves him away and Mauser starts firing lasers from his eyes. Hel and Cleopatra enter the lab and Hel unsuccessfully tries to voice-override Mauser. During this process, Hel learns that Mauser was initially designed to kill. While the ladies argue over Mauser's condition, he escapes and starts to make his way to a secret control center, where a mysterious woman tracks his movements. Meanwhile, Voice nervously guides Hel and the others to Mauser's location. With gauntlets drawn, the three enter unfamiliar territory and realize that Mauser's target is Voice. Maus

Cleopatra, Hel, and Sarge participate in a Bailey attack at a virtual reality lab. After the simulation, the three emerge from their VR tubes and join Mauser and an old scientist. Two Betrayers invade the lab and Cleopatra is shot in the face. Suddenly, Cleopatra wakes up in bed and fumbling for the light. She hears a familiar voice and realizes it's her old boyfriend Johnny, who died 500 years ago. Convinced she's dreaming, Cleopatra refuses to believe that she's back in the year 2001. But Johnny explains that between her surgery and medication, 2525 was just a hallucination. Trusting her boyfriend, the two passionately reunite. Meanwhile at the lab, Hel sees that Cleopatra is still suspended in her VR tube. Sarge and Hel realize that Cleopatra is trapped in a virtual reality world and Mauser sends them in to save her. Hel and Sarge soon find themselves standing in a street Two police officers surround them, but Hel and Sarge steal their uniforms and weapons. They soon realize they're

Hel, Sarge and Cleopatra go to the surface to attempt a peace mission with the Bailies. Three Bailies approach them, but the team does not activate its shields. Hel produces a holographic image of the Bailey energy pod they recovered and the Bailies strongly react. Cleopatra begins to hear a strange buzz that is undetectable to Hel and Sarge. She then hears a synthesized voice that urges them to return the pod. Suddenly, the Bailies arm themselves and attack the team. They activate their shields and Sarge and Cleopatra make it back to the underground entrance. Hel becomes trapped and takes a hit. She urges her team members to go on. Voice remains in contact with Hel and tells her that another shaft entrance is two kilometers away and that she only has ten minutes until total shield failure. Sarge and Cleopatra return to the lab and they begin to track Hel's movements. They realize Hel doesn't have much time and Mauser opens a secret door in the lab, revealing a high-tech flying machine

Cleo is teaching Mauser to play strip poker with a deck of homemade cards. Cleo (looking at Mauser's hand) ""Oh, a royal flush not good."" Mauser has to remove an article of clothing. Cleo tries to convince Sarge and Hel to join them, but they are busy. Besides, Sarge says, ""I've already seen him naked."" Voice interrupts to order the team to Housing Level 215 to settle a critical situation. Cleo tells Mauser they'll be right back, so ""keep your shirt off."" Raina enters the office of Dr. Lim, ""Neuro-surgery while you wait"". He is apparently the one responsible for programming her so she could read people's minds. Raina reveals a scar on her forehead and says she no longer has those powers and wants them restored. She picks up his ""transplane generator"", which was created to expand the powers of the mind. Raina plans to use it as a weapon, however. Cleo, Hel and Sarge arrive on Level 215 and are speculating on why Voice wouldn't tell them what the situation there was. Hel says th

Mauser is testing a new anti-gravity device designed to capture and hold a Bailey in place. Cleo is the guinea pig. She is caught in a pair of laser beams and suspended a few feet off the floor. Sarge and Hel tease Mauser about some of his devices that didn't work out quite as planned. Cleo is starting to feel a little woozy. Sarge says if it can hold Cleo... Cleo objects, wanting to know if that was a fat joke. Voice interrupts to say that the invention is no joke. They are going to capture a Bailey and Cleo is the key. Aboveground a Bailey approaches Cleo, who is lying on the ground with the energy pod next to her. When the Bailey gets close, Hel and Sarge set off the device that should hold the Bailey in place. It seems to work -- the Bailey is immobilized. But then the device malfunctions, and the Bailey gets free. Sarge yells at Cleo to get out of there. Cleo does, but then realizes that the pod was left behind and goes back for it, dodging blasts from the Bailey. Sarge and Hel co

Convinced her father is still alive, Hel ignores Voice's protests and goes to see the one man who can help her in her search ­ Creegan. When Hel is denied access to the prison facility holding Creegan, she shoots a guard with a stun gun and, no longer trusting Voice, uses a laser scalpel to remove her Voice receptor. Alarms go off and Hel realizes that Voice has activated them in an attempt to keep her away from Creegan. Stunning more guards, Hel presses on. She enters Creegan's prison chamber, releases him from his deep freeze, and confidently tells him that her father is still alive. Showing Creegan her removed Voice receptor, Hel promises to turn Voice over to him if he will help her find her father. Naturally, Creegan agrees to the deal. Meanwhile in Mauser's lab, Sarge is awakened by the sound of Voice in her head and is none too pleased that she is the new recipient of a Voice receptor. Mauser shows her and Cleopatra a visual of Hel and Creegan escaping the prison and the ladies

Hel , Sarge and Cleopatra are at Creegan's trial when Marla , the former bootlegger turned peacekeeper, sentences him to death for his crimes against humanity. The courtroom erupts and the team goes to celebrate at a bar. Soon after, Voice contacts Sarge, who is now acting as team leader until Voice and Hel reestablish trust, and informs her that there's a situation with Creegan at the prison. They rush to the detention center and Creegan insists on talking to Hel alone. She enters the cell and Creegan activates a computerized mechanism concealed in a phony tooth. He informs Hel, who is now mesmerized in his presence, that he can tell her everything she ever wanted to know about Voice. Suddenly, Creegan kisses Hel. Guards rush in and separate them, but no one except Hel is aware that Creegan has just switched bodies with her. Hel/Creegan leaves with the team as guards swarm over Creegan/Hel. Sarge, Cleopatra and Hel/Creegan go back to the bar and Sarge and Cleopatra become concerned ab

Hel, Sarge and Cleopatra are in Mauser's lab when a distortion grenade suddenly rolls through the holographic door. After a moment of chaos, the grenade explodes and a wave of visual distortion ripples through the area. The team stumble around completely disoriented as two men, Marcus and Strayton , enter the lab. They wear high-tech goggles that negate the effects of the distortion and easily fend off Hel and Sarge. Marcus introduces himself as the new team leader and Strayton as his second in command. Hel and Sarge exchange a look because they recognize Marcus' name. He was the first team leader that Voice recruited when the Resistance began. Marcus tells them that Voice has put him in charge because she feels they have endangered critical Resistance missions that have nearly exposed Voice herself. Hel, Sarge and Cleopatra aren't thrilled with the new arrangements, but feel they don't have a choice in the matter. Later, Strayton removes Sarge's Voice implant and Marcus calls a meetin

Sarge prepares to have a romantic evening with Krider, another former member of the Black Watch. Later, she, Hel and Cleopatra are called to a safe house room where they are greeted by Marla. The team surveys the number of dead bodies filling the room. Among the fallen are some of Marla's guards, her right-hand man Kavilo and Dylan Degaillen, a noted member of the Black Watch who was acting as a double agent for Marla. When Sarge sees Dylan, she has a quick flashback of a firefight, but shrugs it off. Marla plays the holodisc that contains the incident that killed the men and everyone is shocked to see Sarge leading the ambush. Sarge insists she didn't do it, but Marla orders that she be arrested and charged with murder. Marla continues by saying that Sarge's trial shouldn't take long in light of the evidence on the disc. Both Hel and Voice think that Marla's system of justice has become a bit too efficient and the team makes a break for the door. Marla fires a mini laser tracker at Sa

Drack, a menacing looking character who works for the Bureau of Health, chases two men through a level. One of the men escapes down a shaft, but Drack shoots the other with his weapon and brings him back to the Bureau, where he is taken to the incinerator room. Drack is approached by his boss Tooley and refuses to take the decon-injection that Tooley wants to give him. Tooley then gives Drack a data card and assigns him to track down another ""thaw,"" a person defrosted from long deep freeze. Drack goes to a cryogenics lab and orders Cat Man to run the data card. The person Drack is looking for is Cleopatra. Before he leaves, Drack observes the lab's surveillance tapes to see who thawed Cleopatra. Meanwhile in Mauser's lab, Hel, Sarge and Cleopatra try to track the whereabouts of Marcus, a team leader who has disappeared. Mauser traces the coordinates of Marcus' last communication with Voice. Hel and Sarge go to that locale and Cleopatra goes to a nearby bar to see if she can dig up

A Confessor goes to see Creegan on Death Row an hour before his scheduled execution. He tries to get Creegan to release his sins, but Creegan simply tells the Confessor that when he dies, the world will die with him. Confused, the Confessor listens to Creegan talk of his obsession to destroy Voice. Meanwhile, unbeknownst to anyone, accept for Creegan, a swarm of Bailies blacken the sky on the surface of the earth. Creegan continues by telling the Confessor about the time he took the guise of Voice to turn two of her best teams against each other. Hel, Sarge and Cleopatra are in Mauser's lab when Creegan, who is manipulating his voice to sound like the Voice, informs them that one of the other teams has turned against the cause and must be neutralized at once. With Creegan's guidance, the trio makes their way to an abandoned level. They set up an ambush in an old bar and the other team, led by Quint, soon arrives. A massive firefight breaks out and Sarge quickly recognizes Quint. He a