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 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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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