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Oct 2, 2000-Mar 5, 2001
14 episodes
- Voice reveals herself in an attempt to save the Earth, which is about to come under a Bailey attack.
- The Bureau of Health pursues Cleopatra who may be carrying a strain of a 21st-century disease.
- Sarge is charged with the murder of Dylan Degaillen, a noted member of the Black Watch.
- The team is broken up when Voice replaces Hel with Marcus, the first team leader of the Resistance.
- Creegan uses one of his ingenious gadgets to switch bodies with Hel.
- Hel releases the evil Creegan from prison, believing he can help her find her father.
- Cleopatra and her comrades experience a close encounter when they are pursued by a Bailey.
- Out for revenge, Raina sends Cleopatra to another plane of existence.
- Cleopatra and Sarge use vehicle built by Mauser to rescue Hel.
- Cleopatra gets trapped in a virtual reality where she reunites with Johnny.
- Mauser reverts to his old betrayer form when Sarge attempts to reprogram him to meet her needs.
- Hel is infected with a knowledge-draining parasite that will eventually kill its host.
- The Bailies program an infant to detonate in the Underground.
- Sarge tracks her former Black Watch leader while trying to save Lily's life.