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. Above ground 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 cover her. Cleo grabs the pod and runs back, and they all jump down into the escape shaft.
Hel and Sarge berate Cleo for going back for the pod. Cleo says they don't leave team members behind. Sarge and Hel are exasperated that Cleo thinks of the pod as a team member, but Cleo says that she feels like she is really a member of the team when she can help them by using it.
Suddenly the roof of the shaft is blasted open and the Bailey descends into the space with Cleo, Hel and Sarge. The shaft cannons blast the Bailey just as Hel, Sarge and Cleo leap from it. The Bailey is destroyed. Sarge asks how Cleo broke the force field, and Cleo says it was from them talking to her. She thanks them for bringing her back. Sarge says that Cleo really saved them that time. Cleo says she thinks they saved each other.
Starring: Gina Torres (Hel), Victoria Pratt (Sarge), Jennifer Sky (Cleopatra), Patrick Kake (Mauser), Elizabeth Hawthorne (Voice)
Guest Stars: Chris Dykzeul (Dwork)
Written by Keith Damron
Directed by Mark Beesley