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."
Meanwhile Raina enters the office of Dr. Lim, "Neurosurgery 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 that the last time that happened, they were going up against Raina, and Voice didn't want her to read their minds. Just then they see Raina dragging the doc along the corridor. Sarge: "I don't believe this. What do you have to do to kill this woman?" They surround Raina and are surprised when she doesn't try to use her powers. But then she pulls out the transplane generator and fires it towards Sarge and Cleo. It hits Cleo and vaporizes her into another existence.
Hel and Sarge storm the lab and do battle with Raina (who got her powers back by Dr. Lim). Cleo manages to distract her by singing " The wheels on the bus ". Raina keeps firing, just missing Hel and Sarge, who are flipping all over the place to avoid the blasts.
Finally Hel is trapped under some debris, and Raina aims for her, but Cleo jumps in the way, and the blast brings her back. She kicks the weapon out of Raina's hand and decks her with a right hook to the jaw. Sarge and Hel run to Cleo to celebrate her reappearance. Cleo says it was interesting listening to them talk when they thought she was dead and wants to know who Dev and Carla were, but Sarge says they will talk about it later.
Starring: Gina Torres (Hel), Victoria Pratt (Sarge), Jennifer Sky (Cleopatra), Patrick Kake (Mauser), Elizabeth Hawthorne (Voice)
Guest Stars: Danielle Cormack (Raina), Paul Barrett (Dr. Nason Lim), Tim Bray (Patient)
Written by Joel Metzger
Directed by Chris Graves