Three scantly clad humans emerge from an underground shaft onto the Earth's surface: tough talking Sarge; bald headed male Horst; and Hel a black woman who hears the female Voice through an implant in her jaw. They attract the attention of a heavily armored flying creature called a Bailey, because they want to test out their new high tech weapons, including rocket-firing gauntlets. In the following battle, they capture an arm from the bailey, but they also discover that Horst is a Betrayer robot, sent to infiltrate them and kill them. Exchanging blaster fire with him, the two women jump down a long shaft and use their web launchers to get to safety. Hel takes an injured Sarge to an underground surgeon to get a new kidney from the doctor's supply of cryogenically frozen humans from the 21st century. In the process, one of those patients is awakened. She's Cleopatra, who went in for breast-augmentation surgery in 2001 and ended up in a cryo-tube. Cleopatra learns that the year is 2525; w

Hel, Sarge and Cleopatra are in the lab with Mauser when Creegan, a Joker type villain, and his mutant minions ambush them. Blasting the robots scientists to pieces, Creegan's gang makes off with Mauser's body parts before the trio can stop them and before Voice can purge him off all top-secret information. As they try to track down Creegan, Hel reveals to Cleopatra that the clown-faced killer was responsible for the death of her own family. When they get close to the lab, Creegan cuts in on Voice's transmission, sending a paralyzing noise into Hel's head. Sarge fights off the mutants while Cleopatra helps cut the receptor out from behind Hel's ear. The trio blast their way into Creegan's headquarters and manage to disconnect Mauser from the villain's computers, thus erasing the data that had been downloading from Mauser's files. Hel goes after Creegan, but he escapes, leaving her without revenge. Later, Mauser is reassembled and Hel's link to Voice is restored.

Hel and Sarge are teaching Cleopatra how to fly through the underground shafts when they chance upon a group of Mordecis who are abducting a human girl from the arms of her father. Although the initially refuse to help, Cleopatra appeals to them to be heroes and help rescue the girl. The trio goes to the lower level where the Mordecis go to sell specimens to mutant experimental labs, or to keep them as sexual slaves. The women enter a trader bar where they soon learn that the girl is the slave of a piggish, multiply pierced cretin named Ek. Because they need a diversion, Cleo does an erotic pole dance strip tease, earning Ek's lust. Hel challenges Ek to a game, with Cleo as her bet. They trade slaves back and forth, until Ek gets the bartender to slip an inhibitor into Hel's drink and she loses everything. Hel makes one final bet as herself as the prize and manages to defeat Ek. He's not a good loser though and the mutants attack the women and the freed slaves. But of course, even with

In a mental facility, a powerful telepathic woman, Raina, frees herself by mind controlling her doctor. Meanwhile Sarge, Hel and Cleo have come to a bar in the lower levels: Voice has told Hel to go there, but is now mysteriously silent, so the trio do their best to have an evening of fun until they can figure out their mission. Raina enters the club and reads Hel's mind, learning that she is worried about what's happening to Voice. She approaches Hel and talks to her about Voice, but when Cleo comes over, Raina disappears. Raina next takes control of Sarge's mind and convinces her that Hel is a Betrayer robot. Hel sees a holographic television show that warns viewers about Raina, but she's too late; Sarge attacks her, shooting up the bar. Cleo escapes and goes to find Mauser so that he can build a mind inhibitor to control Raina, but the psychic follows her. Hel is finally able to convince Sarge that she isn't a Betrayer and they go to Mauser's lab to confront Raina. In the battle tha

After the trio fights a new form of Betrayer robot modeled to look like someone Sarge once knew they travel to the surface to find the factory where the Baileys create the Betrayers. They find a village of people who are willingly sacrifice themselves to the Baileys, believing that the aliens will take them back to the Mother Planet where they'll be reunited with old friends. Unfortunately the next to be chosen is Lily, Sarge's younger sister. Sarge rescues her sister and the trio go into the woods with Baileys and miniature attack drones firing at them. They escape and come up with a plan; Sarge will take the place of her sister, allowing Hel and Cleo to track her to the Betrayer factory and destroy it. Cleo uses a bunch of old science fiction film concepts to convince Lily (who still believes the Baileys are good) to help them and they return to the village. But at the last minute, Lily senses that Cleo and Sarge lied to her and pushes her sister off the ascension platform. As Sarge

As the Bailey takes Cleo and Lily away, Sarge and Hel try to figure out how to track them. They send a miniature satellite probe into the air to get coordinates for the Betrayer robot factory, but it attracts the attention of a Bailey. The two women are forced into a deadly game of hide and seek, until Voice launches a second probe, which draws the Baileys' attention. They infiltrate the Betrayer factory, in which Cleo and Lily have been strapped down. Human drones take vials of blood from Cleo and Lily, injecting it into vague humanoid forms gestating in nearby chambers. The forms suddenly morph into replicas of the two women and fibers cover the real women's heads, draining their life energy. Thankfully, Hel and Sarge attack, firing at the drones and doppelgangers, creating mass havoc in the Betrayer factory. They set the real Cleo and Lily free and set a grenade to detonate shortly. The four women battle their way into the tunnels blasting Betrayers. Voice tells them to shoot the fl

Sarge is on an undercover mission at a mutant bar, pretending to be a stripper while she gets close to the grotesquely obese Sluggo. Inside the chest of the fat mutant is a pod containing the only known map of the entire underground system. Sarge charms her way near enough to attack Sluggo's bodyguards, then reaches into his chest and retrieves the pod. She runs, but a collar around her neck will detonate within ten minutes. In the levels above, Voice tells Hel to send Cleo down below to rescue Sarge, against Cleo's wishes. Mauser helps prepare Cleo by linking the computer to her brain and her weapons gauntlets. Cleo runs through various scenarios in her mind, each of which ends with Sarge's death. Finally, she must leave on the rescue mission, but now she is prepared for each obstacle. Hel follows and although Cleo rescues Sarge, they both need a hand from Hel to finish the mission. And once again, teamwork has won the day.

It's Christmas in a lower level, an Artificial Surface Environment that is set up as a holographic 21st Century small town. But a Betrayer robot is killing one of Voice's freedom fighter teams, so Hel, Sarge and Cleo are dispatched to help them. In the snowy climate they find a family with a little girl, which makes Hel homesick (or is that time sick?). They find one team member dead and Cleo makes like a cop to keep the crowds at bay. Later, while Cleo and Hel watch townspeople do a Macarena-like dance, Sarge finds the resistance leader, Xev, who has been badly hurt by the robot. Xev tells them the robot is either the father, the mother of the little girl in the family they've watched, but Voice orders them all to return to the base. Xev goes back to the town to confront the father, who is a Betrayer, but only succeeds in getting himself killed. Sarge has a showdown with the robot and with a little help from Hel, she triumphs. Later, she tells the mother to love her little girl; sh

Hel, Sarge and Cleo are on a search and rescue mission to aid the researchers of a hidden resistance facility that has been ambushed. As they go to help the scientists, Hel sees an image of her dead father standing on a landing, just before an explosion blows the wall apart. When the smoke clears, a hidden level of the facility is revealed and the trio hurries to help the trapped researchers. Seeing her father again, Hel follows him into an abandoned laboratory, where she tries to touch him and his body ripples as he morphs into a jelly like holding mechanism crackling with energy. The incapacitated Hel is horrified to find Creegan has captured her, using the holographic image of her father. The villain interfaces with the implant, that carries Hel's instructions from the Voice, and his henchmen begin to trace the signal. Rather than allow Creegan to find the Voice's location, Hel begins a self-destruct sequence in her voice-receptor. Using a grappling device, Hel brings Creegan within

Two Betrayer droids storm the underground facility on a mission to capture the telepathic villainess Raina. Too bad for them that Hel, Sarge and Cleo are there to stop them, but it's Raina (momentarily freed from a mental inhibitor) who forces the Betrayers to kill each other. Voice sends Raina to the surface with Sarge and Hel to see if she can mind-control a Bailey, while Cleo stays below ground with one finger on a destruct switch that will kill Raina if she attempts to harm her two companions. Raina succeeds in controlling one Bailey, although she jeopardizes Sarge's life while doing so. Cleo gets even more suspicious as Hel, Sarge and even Mauser begin acting strangely, even as Raina communes with (and eventually joins with) a Bailey leader. Although bound by Mauser, Ceo finally manages to trigger the destruct mechanism, releasing toxins into Raina's system. Before the Bailey/Raina hybrid can kill Hel and Sarge, it careers into the ocean and sinks into the depths. Afterwards, Hel

Cleopatra manages to outwit the female Betrayer, which is pursuing her, then she encounters Hel and Sarge in a bar. Cleo claims that it's taken her weeks to find them after escaping the Baileys (as seen in the previous two-parter), but when the real Cleopatra turns up, the girl surmise that one of the Cleopatras is a Betrayer robot! All of Mauser's and Voice's tests are inconclusive as to which one of the Cleos is real, but a chrono-test reveals that one of them is only 22 days old. Hel and Sarge blast the fake Cleo, but she doesn't regenerate like the Betrayers do. Hel may just have killed the real Cleopatra. The girls and Mauser soon learn the truth; Cleopatra 2 is indeed a Betrayer, but because her programming was disrupted, she is unaware she is a droid, nor is she a danger to them. But as the team studies the slowly regenerating Cleo 2, the female Betrayer who was pursuing her comes calling. Hel and Sarge shoot in out with the amazonian robot, but it's the blasts from the forearms

Hel and Cleo follow Sarge on a mission to assist Jake Lawson, a famous Protector of the upper levels. They find him and a man named Jerbo under heavy fire from underworld mercenaries, and they're shocked to find that the cocky Lawson is protecting dozens of barrels of plutonium. As Jerbo struggles to erect a force field to protect the plutonium, Sarge tells Lawson he was her role model... despite the fact that he once shot her. When a relay switch gets fried in a firefight, one of the groups will have to stay behind to activate the force field, but that person will be trapped if they do. Lawson draws the short straw and Sarge kisses him before they mask their escape, leaving him behind. Back in their headquarters, Voice finds an ancient tunnel leading to a crypt with the plutonium. Acting on a hunch Sarge goes back alone, confronting Jake; he planned to sell the plutonium to buy his own underground level. They fight and Sarge shoots Lawson, walking away as he dies.

Voice sends Hel, Sarge and Cleo on a mission to locate the source of a distress call far beneath the ocean's surface. They depart in a mining mole (which Mauser converted into a mini-sub) and dive below, where they face an attack from some sort of shockwave device, high pressure and finally a tractor beam like water current. Their craft soon arrives in an underwater city, whose human inhabitants are the ancestors of a group of ancient environmentalists. Their leader, Schrager and his brother Gragner, grudgingly welcome them, but it's clear they are hiding something. Cleopatra begins hearing the voice of her mother asking for help, while Sarge sets out to find their confiscated gauntlets and get a message up to Mauser and Voice on the surface. Meanwhile, Hel talks to Gragner and he tells her that some of his people are ready to join forces with the surface dwellers, but others (like his brother) are strict isolationists. Hel returns to their quarters to find Cleo missing, and Hel and th

The season finale of this series finds Cleo speaking as the voice of the disassembled Bailey, which is ""dying"" because it has been stripped of many of its technological components. Before Hel and Sarge can find out more, Schrager and Grabger arrive with back up. Schrager shoots Sarge in the chest (perhaps mortally wounding her) and the trio of women is locked away in their quarters. Schrager takes a power device from the Bailey and install sit in a doomsday machine he plans to unleash upon the underworld's levels and its human population. Granger returns Hel and Sarge's weapons to the women and helps stabilize Sarge, but her wounds are still too severe. Hel takes Sarge along as she and Cleo head to the main hanger to stop Schrager. In the Bailey's chamber, Sarge dies but the Bailey sends a particle beam down to her, expending its own final life energy to revive her! Sarge, Hel and Cleo vaporize the remains of the Bailey so it cannot be plundered for technology any further and set off