Whoosh!Online Edition Click here for the XCC!



Season 3, episode 03
Series 303
1st release: 02/19/01
2nd release:
Production number: V1507
Approximate shooting dates:
Last update: 04-08-01

SYNOPSIS by Sally Dye

Gina Torres (Hel)
Victoria Pratt (Sarge)
Jennifer Sky (Cleopatra)
Patrick Kake (Mauser)
Elizabeth Hawthorne (Voice)

Stephen Finch (Marcus)
Clinton Elvy (Strayton)
Geoff Houtman (Holo-tech)
Peter Feeney (Kilgannon)
Timothy Lee (Bester Venitz)

Written by Chris Black
Directed by T.J. Scott

Filmed in Auckland, New Zealand, by Renaissance Pictures in association with Studios USA. Executive producers Rob Tapert, SamRaimi, R. J. Stewart; co-executive producer, Eric Gruendemann; producer, Chris Black, Janine Dickins; co-producer, Mike McDonald,associate producer, Sam Clark; camera, Kevin Riley; editor, Cushla Dillon; music, JosephLoDuca; casting, Marie Adams, Beth Hymson-Ayer, Tracy Hampton.


The team is broken up when Voice replaces Hel with Marcus, the first team leader of the Resistance. Excite TV


This synopsis is by Sally Dye .


Mauser brings in a large gift-wrapped package. He says Cleo has often told him about missing her pet dog, Mr. Pants, so... He pulls of the top of the box and there is a small mechanical dog. Cleo is bemused. Hel explains that after the food wars of 2347, there were no more dogs, so Mauser had to improvise. Cleo is doubtful, especially when Mr. Pants Mark 2 talks to her, but she thanks Mauser for the gift. They are interrupted by a thumping noise nearby. It is Sarge, fighting in the practice room with a new sparring partner -- a hologram double of Mauser. Mauser asks how it's going, and Sarge says great. Voice interrupts to tell Sarge to take the team to do shaft landing practice. All three are bummed because all they do are drills and they haven't been given another mission. Cleo: "This bites. I am ready to kick butt now!" Just then a distortion grenade is tossed through the entrance. Sarge leaps for the grenade, but Mr. Pants beats her to it and grabs the grenade. Before they can get it from him, it goes off. Waves of distortion pass through the lab. Two intruders come in and start firing. Sarge and Hel try to fight them, but can't see clearly because of the distortion waves. The two intruders defeat Sarge and Hel, and the distortion waves disappear. The leader removes his special glasses. Hel asks who he is, and he replies, "I'm your new team leader."

Act I

The man introduces himself as Marcus. His second-in-command is Strayton. Voice confirms that they will take orders from him now. Sarge: "Sorry, Voice. I don't answer to anyone but Hel." Cleo agrees. Hel wants to know why Voice thinks they need a baby sitter. Marcus lists the reasons: they have auto destructed more labs than any other team in the history of the resistance (Cleo: "We like to move around!"); they have defied Voice's orders time and time again; and they have nearly exposed Voice on more than one occasion.

Hel explains to Cleo that Marcus was the first team leader recruited when the resistance began. He's a legend. Marcus interrupts to say he's not there to sign autographs. He wants to know why Mauser is not running at full power. He investigates the power source and finds that Cleo is using it to dry her underwear. He asks why Cleo is even there, since her presence has jeopardized the team's effectiveness. Cleo is crushed and takes Mr. Pants and leaves.

Strayton removes Sarge's voice receptor, and Sarge is glad. Voice says she's hurting her feelings. Strayton says Sarge shouldn't be ashamed that she couldn't handle it. Sarge says he's real tough now that he's not hiding behind a distortion grenade.

Cleo is sadly playing fetch with Mr. Pants at the edge of the shaft. Sarge comes and sits beside her and reassures her that she is still a part of the team. Cleo is still despondant. Sarge: "If I had thought you were going to get in my way or hurt the team, I would have stuck you back in that freezer ages ago." Cleo feels better. Strayton comes along and sneers at them for crying on each other's shoulder. He says he agrees, though -- if they get in his way or endanger the mission, he'll take them out. He throws Mr. Pants' ball down the shaft. Cleo is horrified when Mr. Pants jumps after it, but Mr. Pants is able to soar back up to them, ball in mouth.

Marcus asks if Hel thinks he was too hard on Cleopatra. Hel says they might not always do things by the book, but they get the job done. Hel asks Voice if she remembers all the times they kept her location safe, that they retrieved Bailey technology and destroyed a betrayer factory and couldn't have done it without Cleo. Marcus says this is a war, not a pajama party, and Hel shouldn't treat her troops like friends. Hel: "But they are my friends. And it looks like they are the only thing I can count on in this war."

Marcus announces that their new mission will only involve crucial personnel. Hel protests that Cleo is still a part of the team. Marcus says he's talking about Hel, not Cleo. Hel is a security risk since she almost betrayed Voice to Creegan. Sarge objects, but Hel says she understands and leaves, much to Sarge and Cleo's dismay. Even Mauser seems stunned.

Sarge finds Hel and says she's not fighting for Voice. The only reason she joined the team was to fight beside Hel, and if Hel is not there, she has no interest in being on the team. Hel asks if Sarge will go back to her old life scamming levels for defense money, then. Sarge is hurt, and Hel apologizes and tells Sarge to stay with the team. Sarge: "Without you there isn't a team." Hel says to keep an eye on Cleo. She tells Cleo and Sarge goodbye and leaves.

Act II

Marcus explains that their new mission is to learn the secrets of the defense cannons in the shaft. The plan is to find out how they work and then transfer them to the surface to fight the Baileys.

Hel goes to the lower levels to search for her family. She meets an old acquaintance named Bester Vennitz, who tells her that the shaft gangs drove most everyone out years ago. Hel says she will keep searching.

Cleo and Sarge are still sad. Sarge says Hel is still a part of the team even though she is no longer here. Cleo says when she was unfrozen, she would have just been used for spare body parts if it hadn't been for Hel. Sarge says that when she first came underground, everyone was trying to buy her, sell her or kill her, until she met Hel. Mauser says if Hel hadn't altered his betrayer programming, they wouldn't have become friends. Cleo wonders how they'll keep going without her. Sarge says to just imagine how mad she's going to be if they don't. They all smile.

Hal goes to a gathering place to look for information about her family. She meets Kilgannon, another former team leader, who says there are several of them who are going to put together a mission of their own to stop Voice from doing to anyone else what she's done to them. Hel says thanks, but she's just looking for some people.

Cleo is upset that she will be wearing full power blasters on the mission. Strayton asks if Cleo just wants everyone else to take the risks while she hangs back. Sarge says Cleo's specialty isn't combat and she isn't used to the gauntlets. Sarge tells Cleo to just be careful.

The team finds a set of shaft cannons and blasts their way into the control area. Cleo is covering Marcus while he tries to get to the controls. She is being overpowered by blasters. Marcus orders the simulation frozen. He says Cleo should just stick to scanning. Strayton tells Sarge he's surprised Cleo hasn't gotten her killed. Sarge asks if he is intimidated by a team of women. She challenges him to prove himself in the practice room.

Kilgannon continues to urge Hel to join them by reminding her of all the people Voice has gotten killed protecting herself -- Dev, Carla, Jace, Strayton. Hel stops him: "Did you say Strayton?"


Sarge and Strayton face off in the practice room. Sarge has the upper hand, but Marcus interrupts to stop the fight.

Kilgannon tells of seeing Strayton cut to pieces by a Bailey's tractor beams. He says Voice may not even know about it because he cashed out that day and removed his voice receptor. Hel leaves.

The team arrives at a set of shaft cannons. Sarge and Strayton set up a hologram of a Bailey to lure out the cannons. The mechanism extends and Cleo and Marcus step inside the control area.

Hel returns to the lab and tells Mauser to contact Sarge and tell her that Strayton is a betrayer. But Mauser cannot reach Sarge as long as the cannons are firing.

A holo-tech appears to Cleo to ask if she needs help with the shaft defense system. Cleo: "Hey! An owner's manual!" The holo-tech says the controls cannot be overridden.

Mauser says Voice believes the mission to be proceeding as planned. Hel asks if Mauser is just going to follow orders or if he's going to help their friends.

Marcus refuses to leave the control area. He and Cleo suddenly hear the firing stop and the doors begin to automatically close.

Outside, Sarge asks Strayton why he turned off the Bailey hologram. He says because he can't allow the shaft cannon technology to fall into the hands of a Voice team. He turns and Sarge realizes he is a betrayer. Sarge: "I knew you healed too fast."

Marcus and Cleo are sealed in the control room. The helpful holo-tech tells them that the area will soon be flooded with high level radiation that is "incompatible with human life."

Act IV

Marcus and Cleo put up their shields, but the holo-tech informs them that the shields will not protect against the radiation, which will begin in 60 seconds. Cleo: "Okay, Mr. Living Legend. What now?" Marcus tries to reach Strayton on the radio.

Strayton and Sarge are fighting. Strayton's laser fire is about to knock Sarge off the ledge and down the shaft, when Hel suddenly appears in the shaft racer. Sarge ducks and the racer's weapons take Strayton out. Hel tells Sarge to reactivate the hologram. Sarge sees that Strayton has destroyed the projector. Hel tells Mauser to transfer the Bailey signal to the racer and make the cannons think that the racer is a Bailey. The cannons re-emerge just as the radiation countdown reaches one second, and Marcus and Cleo escape the control room. Hel takes off in the racer to avoid the cannon fire, but is hit. The racer begins to drop back down the shaft. Sarge shouts at Hel to eject, but Hel can't get the hatch open. As the racer falls past them, Sarge fires on it with her gauntlets and blows the hatch off. Hel ejects through the opening.

Behind Sarge, Strayton slowly gets to his feet and fires his betrayer weapons, knocking Sarge down the shaft. He goes to the edge to look down just as both Sarge and Hel leap back up onto the platform and begin firing at him. Together they destroy him and his body falls down the shaft.

The next morning, Hel is introduced to the helpful holo-tech, whom Cleo had rescued from the control room by downloading him into her gauntlet. Hel wonders where Marcus is, and Sarge says he was gone when she woke up. She thinks he was too embarrassed to face them when he found out his second in command was a betrayer. Voice speaks to Hel through the receptor, which Hel is surprised to find has been replaced in her head. Voice says she wants to resume regular missions. Hel replies, "Anything you say, Voice."

Note: Both Stephen Finch and Peter Feeney appeared in the Xena episode "Little Problems". Feeney was the bad guy Theron, and Finch was his somewhat inept second in command.

EpisodeGuide Table of Contents Back to Whoosh!