Convinced her father is still alive, Hel ignores Voice's protests and goes to see the one man who can help her in her search Creegan. When Hel is denied access to the prison facility holding Creegan, she shoots a guard with a stun gun and, no longer trusting Voice, uses a laser scalpel to remove her Voice receptor. Alarms go off and Hel realizes that Voice has activated them in an attempt to keep her away from Creegan. Stunning more guards, Hel presses on. She enters Creegan's prison chamber, releases him from his deep freeze, and confidently tells him that her father is still alive. Showing Creegan her removed Voice receptor, Hel promises to turn Voice over to him if he will help her find her father. Naturally, Creegan agrees to the deal.
Meanwhile in Mauser's lab, Sarge is awakened by the sound of Voice in her head and is none too pleased that she is the new recipient of a Voice receptor. Mauser shows her and Cleopatra a visual of Hel and Creegan escaping the prison and the ladies depart to locate their friend. Later, Hel and Creegan enter Voice's psionic headquarters and seize the powerful trans plane gun. As they turn to leave, Sarge and Cleopatra appear. Hel, crazed and threatened, trains her gauntlet on them. Noticing the trans plane gun, Cleo reminds Hel that it's the device that once turned her into a ghost. When Voice orders Sarge to shoot Hel and Creegan, Hel uses the trans plane gun first on Creegan, then on herself. The two dematerialize into the psionic plane and escape. Unable to track them, Voice sends Sarge and Cleopatra back to Mauser's lab to await further instructions.
Meanwhile, in the psionic plane, Hel and Creegan resurface in a tunnel. Creegan guides them through the ceiling and they land in the center of the Bailey command nexus. They continue to navigate through the command center and come across a man entering data into a hand-held computer. When the man turns to see who's behind him, Hel is shocked to see that the man is her father, Carter, who is also trapped inside the psionic plane. She's even more confused by the cold reception he gives her. Creegan suddenly swipes the trans plane gun from Hel and fires it at Carter, causing him to materialize out of the psionic plane. As Betrayers swarm around Carter, Hel retrieves the gun and materializes herself and Creegan back into the real world. She and her father fall into the grips of a Betrayer onslaught and Creegan takes Hel's Voice receptor from her hip pocket. A Betrayer leader then approaches Creegan and tells him they received his communication and that he will be rewarded for serving them well.
Back at Mauser's lab, Voice and Mauser trace Hel's location to the Bailey command center. Voice tells Sarge that Cleopatra can pass herself off as a Betrayer by using the identification chip from her Betrayer double and enter the complex. Mauser inserts the chip into Cleopatra and she and Sarge take off to rescue Hel. Meanwhile, Hel and her father are taken to a holding chamber. The mood is tense between the two and Carter tries to explain his disappearance. Hel learns that her father was the victim of a freak accident years ago that gave him the ability to materialize in and out of the psionic plane, giving him access to everything. He reveals that the Bailies are organic creatures that achieve sentience by absorbing human neural tissue, which explains why they won't exterminate humans. He also tells Hel he has supplied information to Voice that has been beneficial to her and her team. Later, Creegan makes a deal with the Bailies in which he exchanges Hel's Voice receptor for his own personal army of Betrayers. Cleopatra approaches the command center with Sarge as her prisoner. Sarge is taken away and thrown into the same cell with Hel and her father. Cleopatra navigates her way through the center, finds the command nexus, and sees that the Bailies are using Hel's Voice receptor to trace Voice. She also notices Hel's backpack containing the trans plane gun, but is approached by Creegan before she can grab it.
Cleopatra fools Creegan into thinking she's an actual Betrayer and he lets her go. She finds the cell holding Hel, Sarge and Carter and releases them. Carter insists they leave the complex immediately, but Voice demands that the team retrieve Hel's receptor. Cleopatra leads them to the nexus, where Creegan anxiously awaits the trace on Voice. The team hides in the shadows while Cleopatra goes after the trans plane gun. Cleopatra fires the trans plane gun at the receptor and it dematerializes. She rushes back over to the group and throws her shield around them as a swarm of Betrayers emerge. Suddenly, Carter dematerializes and Hel is furious, thinking her father abandoned her again. But just as Cleopatra's shield fails, he reappears carrying Hel's gauntlets. A firefight ensues and Carter engages Creegan in hand-to-hand combat. Creegan pulls out a futuristic knife and stabs Carter. Sarge fires shackles from her gauntlet onto Creegan's wrists and Hel tends to her dying father. She urges him to hold on but with his last breath, he vanishes. Creegan is returned to detention and the team goes back to Mauser's lab. However, all is not well as Voice has lost confidance in Hel and decides Sarge must remain team leader.
Starring: Gina Torres (Hel), Victoria Pratt (Sarge), Jennifer Sky (Cleopatra), Patrick Kake (Mauser), Elizabeth Hawthorne (Voice)
Guest Stars: Joel Tobeck (Creegan), Darryl Brown (Carter), Bruce Burfield (Guard), Stephen Butterworth (Researcher), Patrick Griffiths (Betrayer Leader), John Leonard (Betrayer #1), David Geary (Betrayer #2), Mark Webley (Taskmaster)
Written by Carl Ellsworth (Part I), Melissa Blake (Part II)
Directed by Chris Graves
Trivia: This episode was originally written as a two-parter, but when "Jack of all Trades" was cancelled, "Cleopatra 2525" turned into an hour-long show for the duration of its run, resulting in both parts being turned into a single episode.