Three scantly clad humans emerge from an underground shaft onto the Earth's surface: tough talking Sarge; bald headed male Horst; and Hel a black woman who hears the female Voice through an implant in her jaw. They attract the attention of a heavily armored flying creature called a Bailey, because they want to test out their new high tech weapons, including rocket-firing gauntlets. In the following battle, they capture an arm from the bailey, but they also discover that Horst is a Betrayer robot, sent to infiltrate them and kill them. Exchanging blaster fire with him, the two women jump down a long shaft and use their web launchers to get to safety. Hel takes an injured Sarge to an underground surgeon to get a new kidney from the doctor's supply of cryogenically frozen humans from the 21st century. In the process, one of those patients is awakened. She's Cleopatra, who went in for breast-augmentation surgery in 2001 and ended up in a cryo-tube. Cleopatra learns that the year is 2525; w

Hel, Sarge and Cleopatra are in the lab with Mauser when Creegan, a Joker type villain, and his mutant minions ambush them. Blasting the robots scientists to pieces, Creegan's gang makes off with Mauser's body parts before the trio can stop them and before Voice can purge him off all top-secret information. As they try to track down Creegan, Hel reveals to Cleopatra that the clown-faced killer was responsible for the death of her own family. When they get close to the lab, Creegan cuts in on Voice's transmission, sending a paralyzing noise into Hel's head. Sarge fights off the mutants while Cleopatra helps cut the receptor out from behind Hel's ear. The trio blast their way into Creegan's headquarters and manage to disconnect Mauser from the villain's computers, thus erasing the data that had been downloading from Mauser's files. Hel goes after Creegan, but he escapes, leaving her without revenge. Later, Mauser is reassembled and Hel's link to Voice is restored.

Sarge is on an undercover mission at a mutant bar, pretending to be a stripper while she gets close to the grotesquely obese Sluggo. Inside the chest of the fat mutant is a pod containing the only known map of the entire underground system. Sarge charms her way near enough to attack Sluggo's bodyguards, then reaches into his chest and retrieves the pod. She runs, but a collar around her neck will detonate within ten minutes. In the levels above, Voice tells Hel to send Cleo down below to rescue Sarge, against Cleo's wishes. Mauser helps prepare Cleo by linking the computer to her brain and her weapons gauntlets. Cleo runs through various scenarios in her mind, each of which ends with Sarge's death. Finally, she must leave on the rescue mission, but now she is prepared for each obstacle. Hel follows and although Cleo rescues Sarge, they both need a hand from Hel to finish the mission. And once again, teamwork has won the day.