When complications arise during her breast augmentation surgery, 20th-century exotic dancer Cleo (Jennifer Sky) is put into suspended animation. Waking 525 years in the future, Cleo joins two women in their fight against the Baileys, armed flying machines who now control Earth's surface. Her team leader, Hel (Gina Torres), is commanded by a mysterious female entity called "Voice", who relays orders via a communications implant under Hel's right ear. Voice controls many other teams and gives them their orders in a similar fashion, in effect, forming a resistance to the Baileys, with their ultimate goal to retake the Earth's surface. Their final team member is Sarge (Victoria Pratt), whose sister belongs to a cult that regards the Baileys with reverence and willingly sacrifices themselves to them.