A Confessor goes to see Creegan on Death Row an hour before his scheduled execution. He tries to get Creegan to release his sins, but Creegan simply tells the Confessor that when he dies, the world will die with him. Confused, the Confessor listens to Creegan talk of his obsession to destroy Voice. Meanwhile, unbeknownst to anyone, accept for Creegan, a swarm of Bailies blacken the sky on the surface of the earth. Creegan continues by telling the Confessor about the time he took the guise of Voice to turn two of her best teams against each other.
Hel, Sarge and Cleopatra are in Mauser's lab when Creegan, who is manipulating his voice to sound like the Voice, informs them that one of the other teams has turned against the cause and must be neutralized at once. With Creegan's guidance, the trio makes their way to an abandoned level. They set up an ambush in an old bar and the other team, led by Quint, soon arrives. A massive firefight breaks out and Sarge quickly recognizes Quint. He and his other team members, Lara and Porter, become pinned down and Creegan tells Quint to eliminate Hel's team. The battle resumes and Quint and his team manage to escape from the bar into a back room. Cleopatra wants to talk to Quint and find out what's going on, but Hel and Sarge insist on following Creegan's orders. Later, Quint climbs into a ventilation shaft to look for an escape route. He makes it to another part of the level and is approached by Cleopatra, who reluctantly acts as a diversion while Sarge captures Quint. Hel tells Creegan that they've secured the other team leader and Creegan instructs Sarge to kill Quint.
Creegan prompts Quint to mention Sarge's sister Lily and Sarge becomes convinced that Quint is still communicating with Voice. Sarge, Quint and Cleopatra return to the bar and tell Hel that her receptor is tapped and that the Voice she's hearing is an imposter. Hel is about to believe them when Lara and Porter burst out of the back room firing their lasers. The battle resumes and Creegan becomes ecstatic at the prospect of these two teams blowing each other away. Creegan then tells the Confessor that he made the mistake of referring to Hel as Helen, which gave away his identity. When Creegan finishes his story, the Confessor begins to probe him with a multitude of questions, which signals to Creegan that this is not a Confessor at all. Confessors are only supposed to listen, not challenge. Creegan suddenly realizes that he is face to face with the person he's been looking for all this time Voice!
As the Bailey armada begins its attack on the surface, Voice morphs into her female form and reveals that Creegan is actually a five hundred year-old "thaw" from the 21st century. Explosions rock the prison corridors and Creegan is taken to the execution chamber. Voice begs him to tell her who leads the Bailies, but Creegan shocks her when he confesses that his real name is George Bailey and that he created the Bailies five hundred years ago to act as environmental control units. He explains that the creatures eventually grew minds of their own and decided to wipe out the human race. Creegan is strapped to the execution chair and dies. Voice contacts Hel, who is on the surface amid the chaos, and orders her to proceed with the counter-attack. A destructive battle has begun.
Starring: Gina Torres (Hel), Victoria Pratt (Sarge), Jennifer Sky (Cleopatra), Patrick Kake (Mauser), Elizabeth Hawthorne (Voice)
Guest Stars: Joel Tobeck (Creegan), Mark Ferguson (Confessor), Colin Moy (Quint), Paolo Rotondo (Porter), Stacy Edgar (Lara), Sam Clark (Guard)
Written by Carl Ellsworth
Directed by Chris Graves
Trivia: The reason the summary does not include a resolution to the "destructive battle" was because the episode ended with the huge FX battle sequence in progress. It might have been meant to be a cliffhanger, however, it could also have been the way the producers decided to end the entire show.