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The season finale of this series finds Cleo speaking as the voice of the disassembled Bailey, which is ""dying"" because it has been stripped of many of its technological components. Before Hel and Sarge can find out more, Schrager and Grabger arrive with back up. Schrager shoots Sarge in the chest (perhaps mortally wounding her) and the trio of women is locked away in their quarters. Schrager takes a power device from the Bailey and install sit in a doomsday machine he plans to unleash upon the underworld's levels and its human population. Granger returns Hel and Sarge's weapons to the women and helps stabilize Sarge, but her wounds are still too severe. Hel takes Sarge along as she and Cleo head to the main hanger to stop Schrager. In the Bailey's chamber, Sarge dies but the Bailey sends a particle beam down to her, expending its own final life energy to revive her! Sarge, Hel and Cleo vaporize the remains of the Bailey so it cannot be plundered for technology any further and set off