Leela felt her stomach grumble again. It had been complaining to her for two hours now; the guard that usually came by with their dinner had never appeared. She and Amy hadn't eaten for almost twelve hours now, and her seemingly supercharged alien metabolism was demanding to be fed.

Even worse, there were other, more private bodily functions that she'd really rather not show in front of Bender. Where is that damned guard? She wondered. Usually someone would come by periodically and let them out one at a time to use the restroom or take a shower, but not a single person had entered the cell block since Walt had appeared to implant a neural suggester on Fry's neck. That had been almost eight hours ago.

"Leela, how much longer is this gonna take?" Fry whined. Leela chose to ignore him; he knew full well that she had no way to know when they'd get a chance to make their move. Complaining was just his way of dealing with the boredom and stress, and replying with a sarcastic comment would just end up with her angry and him sulking. She didn't really feel the desire to deal with either at the moment.

Amy, however, decided to take the opportunity to voice her own concerns when her Captain remained silent. "He has a point, Leela. We haven't seen anybody for hours. If somebody doesn't show up soon with some moisturizing cream, I might not make it through the night."

"Yeah," Bender agreed, "and hairball over there looks like his coolant tank is about to rupture." The robot gestured at Fry, who was sitting on the floor with his legs tightly crossed, a pained expression on his face.

"I'm… fine." Fry said in a voice that clearly belied how much he was suffering. Leela couldn't help but feel a little guilty when he looked up at her and risked a smile. She had assumed that he had just been complaining because he was bored, but he wasn't bored, he was miserable. Unfortunately, there wasn't a thing that could be done about it, trapped as they were behind the shimmering yellow forcefield.

"Sorry, Fry." Leela offered gently, "but there's no way to know when we'll get a chance to escape. Actually, we should all probably try and get some sleep. We need to keep our energies up, since it looks like we're not getting anything to eat tonight. Just make sure to lie on your backs. That's the way the neural suggesters always made us sleep, after they picked a random place for us to lie down."

There was a bit of grumbling from her crew at the mention of food, but they all eventually lay down to try and follow her advice. Leela couldn't help noticing Bender putting on a big show of 'just happening' to end up lying next to his old roommate. It was adorable actually, in a pathetic sort of way.

"Psst. Leela, wake up!" It was Amy's voice, and it sounded urgent. One of the guards must have finally shown up, then. "Shh!" She whispered back as she slowly opened her eye. "We're not supposed to be able to talk, rememb-" Leela cut herself off. She couldn't see any guards, or anything else for that matter. Someone had turned off the lights. No, not just the lights. She realized with a start. The forcefield was gone as well. Through some miraculous stroke of luck they were suddenly free. Unfortunately, in her experience, miracles always came with a catch.

"I have a really bad feeling about this." Fry whispered, and Leela silently agreed.

"Okay, here's the plan." Fry, Bender, and Amy stood together by the entrance to their cell, all of them facing the door to the facility beyond, while Leela paced back and forth in front of them. A pool of yellow-white light followed her across the room as Bender's eyes, which apparently also served as flashlights, tracked her movements. She held two stunners in her hands, and as she strode past Amy she thrust one of them into the intern's grasp. "Amy and I will each take a stunner." There had been five weapons in the locker, but she wasn't about to trust Fry or Bender with one.

"Bender," she continued, blinking in annoyance when she accidentally looked directly into the robot's illuminated eyes, "you'll be responsible for bending open any locked doors that get in the way." Bender, for once, did not complain. Any plan that involved bending was a good one, at least by his standards.

"What about me?" Fry asked eagerly, legs now uncrossed. "What's my job gonna be?"

Leela hesitated for a moment. "Uhh, well Fry, you'll- Umm…" Her mind raced as she tried to come up with something. What can I give him that will keep him out of the way, but won't hurt his feelings? She thought instinctively, momentarily forgetting that she was supposed to be angry at him.Her eye settled on a small medical kit that was stashed in the same place as the stunners. Aha! "I'll tell you what Fry, why don't you be in charge of keeping this safe?" She gently handed him the kit, as if it were extremely delicate. That should make him feel useful. She thought. And it can't hurt to have a medkit around, anyway.

Fry took the kit and clutched it protectively to his chest, his face hardening into a grim determination to let nothing, absolutely nothing, take the medkit from him

"Alright then, everybody ready?" Leela looked from one face to another. She could barely make out their faces in the shadows beyond the pool of light cast by Bender's eyes, but she heard no sounds of dissent. Turning, she walked to the door that led to the interior of the Momcorp building. She'd walked around the building countless times as a zombie; she knew the layout by heart. Why, then, did the idea of opening the door give her such a feeling of plunging into the unknown? Maybe I've been locked up for so long, I've grown used to it? She wondered. But that didn't make sense. No, something about this while situation didn't seem right. The loss of power, the fact that there was no sign of the guards, the eerie silence of the building… Something was seriously not right, and a cold shiver ran down her spine as she reached for the keypad that would open the door. She knew with a sudden certainty that there was something on the other side of that door. Something bad. Leela started to pull her hand back before catching herself. What the hell am I doing? she wondered, furious with herself for her weakness. It's just a stupid door. Get ahold of yourself, Turanga. She pushed a button on the control panel.

The door whooshed open, and Leela saw… nothing. The light from Bender's eyes passed over Leela's right shoulder, flooding the corridor beyond. Leela motioned for Bender to look left and right down the length of the hallway, which he did. It was seemingly empty. If Leela hadn't known better, she would have said that everyone had just turned the lights out and gone home for the day. They wouldn't have turned off the forcefields in their prison wing when they left, though.

Of course, none of that really mattered. A get out of jail free card, regardless of how strange the circumstances in which it was presented, was still a get out of jail free card, at least, according to the popular game of Momopoly. Wanting to waste no more time, Leela gestured for her crew to follow her down the hall in the direction that she knew was the exit. Fry, Amy, and even Bender stayed close. She could see it in their faces that they also felt that something was not quite right.

When they walked by one of the windows, Amy muttered- "Umm, hey guys? Come look at this."

Fry, Leela, and Bender stopped and walked back to stand next to the intern. "I don't get it." Fry said after looking out into the blackness that was outside the window. "I don't see anything."

Leela nodded, and another chill shot down her spine. "Exactly. It's the middle of the night in New New York City. Where are all the lights?"

The city was as dark as space itself. The PE crew met no resistance as they snuck through Momcorp headquarters. No alarms went off, no guards tried to stop them. They'd literally been able to walk right out of the main entrance to the building. Now they stood uncontested on the street right outside the front door, unsure of what to make of the eerie darkness that surrounded them. Nothing moved. Humans, aliens, robots, even the owls were mysteriously absent from the streets. Their were none of the omnipresent hovercars flying overhead, or even parked by the curb.

Looks like everyone left in a hurry. Leela thought. I wonder where they all went?

"Leela?" Fry asked in a whisper, voice shaking. "What's going on?"

Yes, that's the question alright. "I don't know yet, Fry." She replied in as confident tone as she could muster, "but let's not panic until we know more." She turned to the blob of darkness-within-darkness that she thought was Bender. Not wanting to be noticed until she knew what was happening, Leela had instructed Bender to turn off his eyelights when the PE crew had come outside. Now that she'd been in the darkness for a few minutes her eye was beginning to adjust. If she squinted real hard she could almost make out her friends' faces in the dim starlight. She'd always wondered if her larger iris gave her an advantage in night vision over humans.

"Bender," she said, "the three of us can't see very well in the dark, so we're going to need you to be a lookout while we head back to Planet Express." That seemed the logical place to go. It was familiar and stood the best chance of providing shelter from whatever had driven everyone away. And it would provide answers, assuming there was still anyone there. "Everyone else, stay as close together as possible. We can't risk turning on a light and giving ourselves away until we know what we're dealing with, so be quiet and don't get separated, okay?" Leela's vision had improved enough by this point to see her friends nod affirmative. "Alright." She whispered. "Let's go."

"This way! Hurry!" The decaying sewer tunnel came alight with the pale green, flickering discharge from a gauss rifle. A bolt of deadly electricity sizzled by Leela's head and slammed into a tunnel wall, blasting chunks of centuries-old concrete into the sludgy water that ran through the pipe. Leela rolled and turned, entered a crouch, and returned fire. Fry, who had been a couple of steps behind, ran past, face frozen in the same fear that had filled Amy's eyes during those last moments, just as she'd disappeared from sight.

Another bolt of electricity came shrieking toward them. Leela ducked out of the way just it time; it impacted the sludge not ten feet away. Thank god whatever's in this water doesn't conduct electricity. Leela thought.

After squeezing off a couple more shots, Leela stood and ran after Fry's receding back. Silently she swore to herself. Amy and Bender were gone, but she would not lose a third friend today.

They'd made it maybe a quarter mile from Momcorp before Leela's feeling that something was watching them became too strong to ignore. There seemed to be eyes all around them; she was certain of it. The four of them were walking in a line, with Bender up front leading the way. She was in the back, making sure that no one got separated. Up ahead was a large, open intersection with tall buildings overlooking it on all sides; she could just barely see it in the feeble starlight. There was nothing obviously wrong, but as they walked toward it she felt the hairs stand up on the back of her neck. With a few quick strides she caught up with Bender as he entered the intersection. "Bender, wait!" She hissed as the robot stepped out into the open. As she reached out to grab hold of what passed for his shoulder, the world exploded in light.

There was a flash like a supernova and the intersection was suddenly cast in a harsh reddish orange. It was a flare. Leela's slammed her eye shut against the painful glare, and she heard Amy gasp. She only allowed herself a moment to adjust and then forced her eye back open, just in time to dive out of the way of incoming fire. A ball of plasma passed between her and Fry and entered the ground floor of the building that was behind them, where it buried itself into the back wall with a resounding boom. Amy screamed, and Leela waited for the next shot to give away their attacker's position. Strangely, that shot didn't come.

A few seconds passed in silence before three figures emerged from behind a low wall that ran around a store at the far end of the intersection. As the figures drew close she breathed a silent sigh of relief. They were wearing DOOP uniforms.

"Who are you?" The lead soldier- who Leela could now see was a young lieutenant- demanded, leveling his plasma weapon. "What are you doing out here?"

Leela stepped forward, and three rifles were instantly pointed at her chest. "My name is Turanga Leela, Captain of the Planet Express delivery ship." Gesturing to the others, she added "this is my crew. We were trying to find someone who could tell us what's going on"

The soldiers' eyes went wide. "You mean you don't know what's happening?" The man on the right asked incredulously.

"Damn world is coming to an end, is what." The third soldier muttered.

"Can it, Michaels." The lieutenant snapped. He regarded the PE crew for a few more moments before seemingly coming to a decision. "Well, you look like you're clean still, anyways." He shook his head. "It's a miracle that you've made it in the city this long by yourselves, and general Brannigan told us that he was 'absolutely 100 almost positive' that all of the civilians had left the city. I guess we'd better call HQ and see if we can arrange to have you evac'd."

The lieutenant gestured for the four of them to follow him toward the building with the low wall. As Michaels and the other soldier swept the surrounding area with their eyes for threats, the lieutenant guided Leela and the others into the building's front room. Leela looked around her, curious. They were in a jewelry store, but mixed in with the precious stones were ammo boxes and communications equipment. A single small lantern, turned so low that it could barely be qualified as 'on' was the only illumination.

The lieutenant walked to the cash register, leaned his rifle against a nearby wall, and reaching into a duffel bag that lay perched up against the register, pulled out a box of cigarettes. He offered one to Fry, Leela, and Amy, but they each declined. Bender, of course, was much too preoccupied with eyeing the store's merchandise to notice the offering. The lieutenant shrugged and leaned up against a display case. Bender eyed him carefully, obviously trying to judge whether the young soldier would intervene if some of the gemstones magically ended up in his chest cabinet.

"I'm lieutenant Rodriquez," the lieutenant said, after lighting a cigarette and taking a long pull. "1st company, 114th battalion. Now tell me, what the heck were you nice people all doing out here in the middle of a war zone?"

Fry scratched his head. "Uhh yeah, about that, what war are we talking about again?"

"You mean you really don't know?" Rodriguez asked. "The city has been under attack for almost 12 hours. How could you not know that?"

Leela spoke up before any of her friends said anything that would make their situation worse. Mom was the richest, most powerful, and most adorable businesswoman in the world. Claiming that they had all been locked up in some secret prison in her facility would get them laughed at. Or shot, considering that there were members of every government and military organization on her payroll. Who knew where Lieutenant Rodriguez's true loyalties lay?

"Uh, we were-" Leela's mind raced for a plausible excuse. Crap! Where could we have been that would be cut off from everyone in the city for hours at a time? This is the 31st century; we've always got access to information! The only thing she could think of was prison, and she wasn't about to say that.

"An elevator." Fry interjected. "We were stuck in an elevator when the power went out. We heard sirens and stuff, but, when we finally got the doors open, everybody was gone."

Leela couldn't help but be impressed. It was an entirely plausible scenario. She watched Rodriquez carefully to see whether or not he would buy it. He seemed to accept the explanation.

"Huh. Well, in that case, you probably should have stayed in the elevator." He exhaled a plume of acrid smoke.

"Why, what is going on here?" Leela asked, becoming a little annoyed at how long it was taking to get an explanation.

"Well, if you guys got stuck in an elevator when the city's lights went out, then I guess you already know that people all over the city were disappearing."

"No, we didn't hear anyth-" Leela elbowed Amy in the ribs. "Ow! Oh, I mean yeah, we know all about that."

Rodriquez narrowed his eyes at the weak smile that played across the intern's face, but continued his story. "Anyway, the NNYPD started to get a flood of calls about missing persons, and then they started to lose contact with whole parts of the city. It's a good thing that the Mayor called the DOOP and ordered the city evacuated when he did, because everything with a computer in it in the whole damned city went dead fifteen minutes later. Hovercars, automatic doors, traffic signals- everything. We couldn't even get DOOP fighters into the city. They fell right out of the sky."

Bender, who had been carefully edging away from the group, and toward an extremely valuable necklace that was on display at the other end of the store, couldn't help but catch the last bit of meatbag conversation. "What about all of the robots?" He demanded, casually shoving Amy out of the way to stand facing the Lieutenant. Amy tumbled to the floor, more from clumsiness than from the robot's hard shove in the small of her back.

As Fry helped Amy to her feet, Rodriguez surveyed the robot with obvious distaste. Leela wondered whether the man didn't like robots, or just this one in particular. She couldn't fault him for the latter prejudice, she decided.

"Most of the robots made it out okay." Rodriguez grunted. "Most everyone else got out of the city too." Leela had assumed as much. It was the only explanation for the fact that all of the vehicles were missing from the streets. "There were a lot that didn't though." he added.

"Why? What killed them?" Leela asked, confused. "We didn't see any signs of a fight. Is it a virus? But then why did you shoot at us?"

Lieutenant Rodriguez shook his head. "No, it's no virus, I can tell you that much. Viruses don't carry gauss rifles." There was a beat. "Well, except for the Paramecia of Phage III."

Before Rodriguez could continue, a brilliant red-orange light, seemingly as intense as the noonday sun to Leela's dark-accustomed eye, exploded outside the jewelry store window. The whump whump whump of plasma rifles echoed through the open doorway, along with a sharp crackling noise that Leela did not recognize.

The radio that Rodriguez wore at his belt sprang to life. Apparently these radios didn't contain computer chips. "Sir, you'd better get out here." said still-anonymous soldier, who was standing guard behind the low wall in front of the store with Michaels, said nervously. With a final hiss of static, the radio cut off.

The lieutenant and the PE Crew ran from the store and crouched behind the wall that Michaels and the other soldier were using as cover. A bolt of what looked like lightning sprang into existence somewhere beyond the far end of the intersection, blasted its way over their heads, and disappeared into a second story window. Leela could smell the ozone from the bolt's passage. It took a moment for Leela's eye to adjust to the light from the DOOP flare, but what she finally could see again, she felt her blood run cold. An army was marching toward her; there had to be 50 of them, whoever they were. They were mostly humans, though there were a few robots. No aliens, though. Leela realized. Some sort of separatist movement? She wondered. Right now it didn't much matter though. The important thing was that they were each armed with some kind of weird weapon that apparently shot bolts of electricity. Gauss guns, Lieutenant Rodriguez had called them. And against that, there were three DOOP soldiers, herself, and her three friends, and giving a weapon to Fry or Bender might actually tilt the odds toward the bad guys. Five against fifty. Even Zapp Brannigan would probably have realized that they were royally boned.

"Alright, so what's the plan?" Leela whispered into the lieutenant's ear. Rodriguez lowered his rifle for a moment to address her. "The plan is for us to do our jobs, and for you four to get the hell out of here." He said firmly. All the while there was a constant stream of gauss bolts screaming over the top of the wall that was now their only shelter. Leela, used to being in charge, began to argue, but Rodriguez cut him off. "Look," he said, "Until I get orders that say otherwise, I'm in charge here." A particularly large explosion echoed off the nearby skyscrapers. "I received instructions from General Brannigan himself that this building must be protected at all costs. The federal velour depository is on the third floor, and that, for reasons that I was told are on a strictly need-to-know basis, it is of the utmost strategic importance. I was ordered to parachute in here and guard it with my life, if necessary."

"But, you don't stand a chance!" Leela protested.

Michaels snorted while he finished reloading his weapon. "Ya don't say?" he said, dripping sarcasm. He muttered something else, but it was lost over the loud report of his rifle.

"Look, I don't have time to argue with you. Now, my men and I will try to give you some covering fire while you three- hey, where's the robot?" Bender sauntered out of the jewelry store, busily shoving something into his chest cabinet. "-while you four retreat through the building's back door. Take the plasma rifle that's sitting on the ground over there; its previous owner doesn't need it anymore."

Leela reached out and grabbed the weapon. "I still think this is wrong." She said. "We can't just leave you here for… whatever those are."

"You can, and you will." Rodriguez replied. "Now get the hell out of here." Without another word, he turned away, brought his head and his weapon over the top of the wall, and started blasting away at something downrange.

Sensing that further argument was useless, Leela motioned for her friends to move.