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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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