DISCLAIMER: Cleo and all her friends from the TV show Cleopatra 2525 do not belong to me. The are the sole property of Studios USA/Renaissance Pictures. I just borrowed them for a while, purely for non-profit, of course. The following story is property of the author. Do not duplicate, archive or link to without the authors' consent (of course if you're from Renpics and you want to use any of my subtextual ideas/scenes...feel free *g*).

TECHNILOGICAL DISCLAIMER:Now folks....I never said I was any good at the 'techie stuff'. My fanfic tends to lean towards the 'mushy relationship stuff'. I made up a few gadgets in this piece and tried to write in a little more action but it probably isn't perfect so just remember...it's fiction.

RATING: PG~13

WARNING:Suggested violence, some questionable language and a little flirting. If you think any of that will bother you, go away. ;)

Author's note: Anything bold, italicized AND within single quotations is the Voice. 'Like this!'

"All I want to know is WHY did you send Hel on that mission alone?" Sarge asked in a very tense but even tone. She was trying to stay in control. Hel always criticized her hot-headedness...said it would some day get her killed, but she'd be damned if it would cause the death of her friend. No...she had to stay in control.

She was looking over at Cleo, waiting for the girl to relay the message from the receptor in her head. The girl was sitting on the ground, pale and shaking, but her eyes showed a fierce determination and a strength that Sarge found surprising for someone so unaccustomed to such a hardened exsistence.

'There was no mission.'

"Voice says there was no mission."

"What?" Sarge asked, not quite believing what she had just heard. "How can that be....Hel said you needed her to retrieve some lost information disk, she received the data you sent regarding the mission."

'It was all Raina.'

"Voice says it was all Raina," Cleo relayed. "Hey...isn't Raina dead?"

"Obviously not," Sarge snapped out of frustration. "Great, just great....and how do we know it isn't Raina now? For all we know she's doing her little mind tricks on you right now Voice."

Cleo listened for a moment and then said, "Voice says she doesn't have an answer but she assures us tha-..."

"I don't want assurances from you," Sarge interjected, her voice slowly rising. And seeing a look of fear flash into Cleo's big eyes she quickly added in a hushed voice, "I'm talking to Voice." Cleo mouthed a silent agreement and nodded her head, Sarge then continued. "How can we be sure you aren't going to send us into a trap just like Hel! Come on Voice, answer me...how can you be sure you're not being influenced or controlled?!"

There was a brief pause before Voice said, 'I can't.'

"Voice says she can't." Sarge walked over to where Cleo was sitting on the ground and helped the girl to her feet. "Come on...let's go back to the lab and get this thing out of your head. It looks like we're on our own finding Hel."

'Cleopatra...you must convince Sarge to let my receptor remain in you. It is imperative that I be able to communicate with you both.'

Cleo remained silent on the way back to the lab. She had no intention of trying to convince Sarge to listen to Voice. She agreed with Sarge, how could they know if it really was Voice...or if it was Raina controlling Voice. No, she couldn't take the chance and she knew Sarge felt the same way. The sooner she got the receptor out of her ear.....the better off they were.

Back at the lab Mauser took to the delicate task of removing the receptor and Cleo was glad to find out that it involved a lot less pain than the ordeal she had gone through down in the tunnel. Cleopatra was resting comfortably in a healing tube and Sarge had just finished briefing Mauser on everything that had happened.

"So it looks like Raina is not dead after all," Mauser said. "Even though Cleopatra activated the nano-thermite incendiary that I injected into Raina, the Bailey she was in must have counteracted it."

"Looks that way Mauser." And then it hit her....she slowly walked over to a panel of controls and began punching in a sequence of codes. "Mauser, I'm deactivating you until this thing with Raina is taken care of. If Raina is controlling Voice then she's also able to get to you. I can't take the chance that she's influencing your program." And with that she hit a few other buttons and Mauser went off-line. "Sorry."

Sarge walked over to the healing tube that contained Cleopatra. She was looking better. The color had returned to her face and there didn't even seem to be a mark where she had been cut. She decided to give her a few more minutes before she brought her out. "Looks like it's just you and me Cleo," she sighed and walked over to the main database.

"Computer, upload Hel's bio-chem profile into a remote drone."

"Upload complete," the computer reported after a few moments.

Sarge loaded the drone into the launcher then walked across the lab to the steel grey holographic entrance. "If it worked finding Cleo in a betrayer factory it'll work finding Hel in the underground." She launched the drone down the shaft and hoped for the best.

Heading back over to the computer she called up the display of the levels nearest Hel's disappearring point. "If I were a mind reading psychopathic bitch...where would I hide....," she mumbled to herself as the details of the various levels came up in a colorful 3-D display. There had to be a reason for Raina to pick that particular location.

She watched as the remote drone, which she was monitoring from the lab, paused right at the spot where Hel had fallen victim to Raina. Then it suddenly veered straight up through the rock ceiling into the level above it. Right into the bar....and....she peered closed as she couldn't believe what she was seeing....the light green pulse that represented the drone on her display was traveling inside a space that was shown to be solid rock: the back wall of the bar. And then it hit her....how could she have forgotten. Sarge watched as the drone indicator twisted and turned for what seemed like miles and then came to a complete stop. She programmed the coordinates into the holo-display on her gauntlet and then went to wake Cleo.

"Uh, you wanna run that by me one more time," Cleo said as she scratched her head and tried to stifle a yawn. Her head didn't hurt anymore and when she reached up to feel behind her ear and was pleasantly surprised to find no trace of the gash that had been there just a short while ago. She let her legs dangle over the side of the table as she tried to gather her senses and get out of the haze that seemed to have settled into her brain in the short time she had spent recovering.

"Years ago, when I was younger I wa......"

"When you were with The Black Watch?" Cleo interrupted.

"Hey, do you want to hear this or not?"

"Yeah, go ahead...jeez..."

"OK, a while back I remember hearing about a network of tunnels."

Cleo smiled. "Hello! That's no surprise when you live underground!"

Sarge just shot her a look that said 'interrupt me again and I'll kill you' and continued on. "Secret tunnels that can only be accessed by secret passages hidden throughout the levels. The tunnels aren't common knowledge. Creegan knows of some. So do a few of the other bad-asses. I'm sure Raina found out about them by reading someone's thoughts."

"Hmmmmm. And I guess Raina used her mind tricks on Hel, cut out the receptor so Voice wouldn't know what was happening and took her into the tunnels to...." Cleo let her voice dwindle off, not wanting to say aloud what they were both thinking. "No, I'm not even gonna go there. Hel's fine, she's fine...I know she is."

"She's a tough lady."

"Did the remote drone find her? Do we even know where to start looking?" Cleo asked, the worry in her voice apparent.

"We know exactly where to start looking," Sarge said seeing the relief in her friend's eyes as she heard the words. "The tunnels twist and curve and go from one level to the next. The nearest entrance that I know of is not far from where Hel disappeared. Don't know if it's the one Raina used but it's our only option and uh...."

"And uh.... what Sarge? What is it you're not telling me? Where is this entrance?"

"It's in that bar. The one above where Hel disappeared. And let's just say we have to dress for the occasion in order to blend in. We don't want to draw unnecessary attention to ourselves. We just want to go in, have a drink, make our way to the back of the bar and disappear."

"Sarge?"

"Huh?"

"I am NOT stripping again!"

"Don't worry," Sarge relied with a grin, "neither am I."

"And...Sarge?" Cleo said tentatively. "Um, how exactly did Raina control Voice? I mean, Hel was here with us in the lab...."

Sarge just slowly shook her head.

"Do you think she was somewhere nearby? Or has she found another way of getting to Voice?"

"I wish I knew Cleo...I wish I knew."

Hel woke up in complete darkness. She was laying on the ground, cold. She felt for her gauntlets, they were gone. "Figures...." she sighed. Her eyes were straining, trying to make out a shadow...anything. Her head hurt. A shaking hand lifted to tentatively touch the still oozing wound behind her right ear. Then she remembered the receptor being cut out of her ear. And she remembered Raina....but the details were a little fuzzy.

As she struggled to fully regain consciousness she recalled the events that had gotten her to her current state. 'A mission. Voice sent me on a mission. But there was no hidden information disk. And what had Raina been doing there? Had Raina been manipulating Voices' thoughts or....had Voice sent me into a trap. I just hope it wasn't the latter. But how had Raina gotten to Voice? Was it through me? Or has she found another way to get to Voice?' Hel didn't have the answers but she was going to find them. As she stood up a wave of dizziness came over her as a blinding pain shot through her head and she fell to the floor in agony.

"Need a hand Hel?" a sarcastic and evil voice called from somewhere nearby.

Hel recognized Raina's voice immediately. She heard steps approaching her but she was in too much pain to do anything about it. 'Besides...you can't fight what you can't see,' she thought to herself.

"What's the matter Hel..finding it a little difficult to see? Oh alright, if you must have light......"

Hel could hear Raina moving about and she struggled to sit up and she tried to force the pain out of her mind. She followed the noise with her eyes out of instinct, wanting to be ready for anything. Her fear was giving way to curiousity. She figured that if Raina had wanted her dead, she'd had the opportunity and yet didn't take it. No, Raina wanted her alive...but for what Hel wondered.

The light came suddenly and Hel covered her eyes from the blinding beam. When her eyes adjusted she could see Raina standing a few feet in front of her and she realized the light was coming from her own gauntlets which were on Raina's arms.

"Where are we Raina?" Hel said as she started walking towards the smaller woman.

Hel was trying to ignore the throbbing pain in her head. Her muscles were stiff from laying on the cold floor for who knows how long. She took another small step toward Raina as she asked, "why are you doing this, what do you want from me?"

"Why Hel, I just wanted to spend a little time with you. Is that such a crime? After all we have sooo much in common," Raina said in a dangerous, yet almost seductive voice.

Snort. "We have nothing in common," Hel said, disgusted at the very idea. "We're as different as night and day Raina."

"Are you sure about that?"

Raina walked towards Hel and slowly circled around her. When she was once again in front of her she raised her hand and slowly ran one finger down the side of Hel's cheek, down her neck. She leaned in and whispered into her ear, "you thought I was dead...didn't you? Well guess what," she inhaled deeply and then breathed, "I'm not!"

Hel took a step back trying to regain a little personal space, not liking the almost intimate closeness.

"Are you scared of me?" Raina asked, almost innocently. "Well Hel, it's not me you should be afraid of."

Then Raina did something totally unexpected. She removed the gauntlets from her arms and handed them to Hel.

"You're kidding.....right? What gives Sarge, why the morbid outfits?" Cleo asked as she looked down at the skin tight black jumpsuit she was wearing. It was smooth except for small raised lines that ran from the bottom of each leg, up the thigh, over the hips then up the torso to the neck and down both arms where it finally slit and ran down the backs and fronts of each finger. "Not only is this thing ugly, it's uncomfortable and not to mention hot. When I finally take this off I think an entire layer of skin will come with it."

"Ugh," Cleo grunted as she sat down to put on her black boots, "and could it BE any tighter??"

Sarge sighed as she finished with the last of the latches on her boots. The suits were uncomfortable, she knew that but they were necessary and she had to make Cleo see that. "Think of it as exfoliating, Sarge replied dryly. "Look Cleo, the bar we're going to has a kind of dress code. If you don't look like her type of people, you don't get in. And we need into that bar Cleo. Hel's life may depend on it. Besides, this outfit comes with a few surprises."

"Her type?" Who's type? Who's her? And what surprises?" Cleo asked in a rushed jumble of words.

"Her name is Akali but she calls herself The Underground Goddess. She runs the bar, and most of the freaks that hang there, but she doesn't just sell drinks. She's an assassin, a good one too because no one ever expects it coming from such a beautiful woman," Sarge explained, oblivious to the look of curiousity mixed with jealousy that crossed Cleo's face. "I've had a few run in's with her. She's very mysterious, no one seems to know much about her.... and that makes her dangerous."

"Oh," Cleo said sensing that Sarge didn't want to elaborate any further. Cleo knew that Sarge wasn't always the woman she now saw before her. She often wondered about her past but figured that when Sarge was ready to talk about it, she would.

"To get in you have to wear black, to show respect," Sarge explained, the last words spoken in a wry tone as she rolled her eyes. "And the ones who hang there all the time.....they'll do anything she asks. It's kind of strange."

"Almost like a cult?" Cleo asked then noticed the questioning look on Sarge's face. "Yet another word that didn't make it to the year 2525. A cult... a group of people who follow a leader and the leader's beliefs. They wear strange clothes, some have secret handshakes, real weird stuff."

"If that's what a cult is then yeah...a cult."

"But what about our gauntlets? We can't just go traipsing after Raina with no weapons."

"Who said anything about no weapons," commented Sarge with a gleam in her eye. She then crossed over to a storage unit on the other side of the lab and pulled out a gauntlet. "Mauser and Hel have been working on the new design for months."

Cleo practically skipped over to where Sarge stood and took the gauntlet from her hand and slipped it on her forearm. "Oooooooooooo, we are stylin' girlfriend!" Cleo exclaimed, admiring the new look. Sarge handed her the other gauntlet and then took two identical ones out for herself.

The newer model gauntlets were a sleek black design, smaller, lighter and a lot less conspicuous. "But I still don't see how we're supposed to 'blend in' with weapons on our arms. And dressed like this? Well, it just screams trouble."

Sarge just grinned and said, "I saved the best part for last." She led Cleo over to the reflective side of one of the computers where she'd seen Cleo admire herself a million times. She postioned Cleo in front of it and stood behind her. "Press those buttons on the underside of your gauntlets...."

"Alright...but I don't see wh-a-a...." Cleo started to say as she pressed the button on one of her gauntlets but didn't finish her sentence. As she pressed the first button she noticed her reflection change. The gauntlet had disappeared. But when she looked down at her arm she could see it. "How, what...??"

"When you put the gauntlet on it triggers the sensors which are built into the suit. The gauntlets themselves emit a forcefield that makes them invisible, but the problem always was looking like you had no arms."

"I could see why that would be a problem..." Cleo said absentmindedly as she nodded her head.

"The suit sensors," Sarge began as she lifted Cleo's arm and ran a finger down the barely noticible lines as she continued to speak, "they project an identical holograhic image of your arms and hands and fingers so it looks as though you're not armed. And the same sensors," her finger continued to trace the small line up her arm, onto her colarbone and finally to the nape of Cleo's neck where the suit came to an end, "allow you to see what no one else can."

"High tech camouflage! Mad cool."

"Mad Cool," Sarge agreed as she pushed the small silver buttons on the underside of her own gauntlets and watched as the the reflection of her gauntlet was replaced with an exact likeness of her own arm. She looked up at Cleo. "I think we're ready."

Sarge and Cleo were walking down a very narrow tunnel which slanted ever so slighly downward. The walls were smooth and dark and almost seemed to shimmer. There was barely any light, Sarge could just faintly make out a dim glow at the other end of the tunnel which she knew was the entrance to the bar.

Sarge hadn't been here in years. She wondered if anyone would recognize her. She wondered whether it would be the same old crowd.

"You've got to be kidding me," Cleo leaned in and whispered up to Sarge bringing the taller woman out of her thoughts. "Of all the trends to make it to the year 2525...it had to be goth." Cleo then glanced back at the doorman and a group of people waiting to get inside. They were all dressed in various black outfits, it reminded Cleo all too much of a Marilyn Manson video. Her nose crinkled up in disgust at the thought.

"What's goth?"

Cleo rolled her eyes, "I'll explain later. Hey, what's the name of this place?" she asked, her voice trying to rise over the music which had been growing louder by the step..

"The Krypt, why?"

"Just wondering." Cleo replied as they reached the end of the corridor. They were standing in front of a giant archway of jagged, pointy black rocks. "The bar is right through there," Sarge said as she pointed at a swirling curtain of bluish mist. The eerie music was so loud the girls could now feel the pulsating rhythm beating in their chests. Sarge looked down at Cleo and young girl nodded, signaling she was ready. Sarge stepped into the mist with Cleo following right behind her.

"You're more insane than I thought you were," Hel said with wide eyes as she grabbed her gauntlets from Raina's outstretched arms. "Do you have a death wish?"

Raina stood still, looking arrogant, her gaze steadily fixed on Hel. "You won't kill me Hel."

"And what in the world would make you think that?"

"Simple. You want to know what happened. You want to know why you're here. You want to know why I didn't just kill you and why I just handed you your weapons. But most of all Hel....I'm unarmed and we both know you'd never kill in cold blood," Raina stated smugly.

"You said that you're not the one I should be afraid of. Well Raina....enlighten me. Just who should I be worried about?"

"The woman who, posing as the Voice, sent you on a mission that was supposed to end in your death. The woman who was hired to kill you. Akali, The Underground Goddess....assassin...whatever," Raina said with a bit of disdain.

"Wait a minute....are you telling me this woman can 'pose' as the Voice? Not mind control, but actually send a transmission into my voice receptor?" Hel paused for a moment hoping Raina would say something and when she didn't Hel continued. "How? And who hired her?? Creegan?"

"That's your job to find out, now isn't it?"

"I don't understand....was it you that cut the receptor out of my ear?" Hel asked.

"Yes. Otherwise she would've been able to follow us here."

Raina was not being very forthcoming with her answers and Hel was starting to get annoyed. She turned away from Raina and took a deep breath, trying to gather her thoughts. Now that she had her gauntlets she used the lights to have a look around. They were in a small, almost circular cave. The walls were smooth. Whoever had built the system of tunnels really took their time. There were several openings which Hel guessed were passages. She wondered where they led. She also wondered why Raina had saved her, why she was brought here and where Raina fit into all of this. If she wasn't responsible , then...."Raina, why did....," she started to ask as she turned around to where Raina had been standing but stopped as she realized the woman was not there. A few quick passes with the beam of light confirmed it. Raina was gone.