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

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

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 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 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