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

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.