Leela trained the business end of her plasma rifle at Walt's face

Leela trained the business end of her plasma rifle at Walt's face. Every fiber of her being screamed at her for vengeance, and it took all of her willpower to keep herself from removing her weasel-faced tormentor's head. "Well, well, looky what we found here. You have about ten seconds to explain what you're doing here before I shove this plasma rifle down your throat."

Walt was still lying on the ground. He wasn't a skilled fighter, and Leela's attack had knocked the wind out of him. It took him a few moments to gather the energy to stand, dust himself off, and face the PE Captain. "I'm here for the same reason you are." He said, and Leela couldn't help but think that his voice made him sound like a giant rat. "I was trying to find somewhere safe to hide."

Of course, Leela didn't buy that for a second. Apparently, neither did Fry. "Then why were you following us?" the redhead asked, crossing his arms.

"My brothers and I heard the noise from that fight you were just in, and we went to see what was going on. Then we saw you running away from the shooting, and I decided to follow you, since you seemed to know where you were going. I thought you might know of somewhere that was safe."

Leela's eye narrowed. "And what, you thought we'd share a hiding place with you out of the goodness of our hearts?" She laughed. Of course he hadn't. She knew full well what his plan would have been: sneak in, wait until their guard was down, and then kill them all and take over the hiding place. It wouldn't have worked; Planet Express would have immediately alerted her if the building's security systems had detected an unknown career chip on the premises while the building was on lockdown. But still, the audacity of it all… "Oh, and you can tell your two brothers to come out now. I can see Ignar's head peaking around the corner of that building."

Walt turned and nodded at the shadows by the entrance to the alleyway. Walt's brothers, looking dirty, bruised, and just plain miserable, shuffled into the pool of light cast by Bender's eyes. They both looked at Leela and then quickly looked away. They're intimidated by me. She realized with even more satisfaction than she would have expected. I guess they're not so tough without their giant spaceships, private armies, and truckloads of cash.

Leela found herself facing a difficult situation. She was facing someone who would try to kill her at the first opportunity, but was completely unarmed. She couldn't shoot him right there in cold blood, no matter how enticing the idea was. Neither could she take prisoners or tie him and his brothers up and leave them to be killed by the things roaming the city. The only option she could think of was to scare him so badly that he would never want to cross her again.

"You're not gonna kill them, are you?" Fry murmured, staring at her uncertainly, almost pleadingly.

"No," she whispered, "Not yet"—she amended, hurriedly correcting herself in case Walt could overhear them.

"Guys?" She said. "You three take Larry and Ignar over there outside the alley. Keep an eye on them. Walt and I are going to have a little chat… Alone." There was enough malice in her voice to make Fry and Bender exchange nervous glances, but Walt didn't seem particularly impressed. Larry and Ignar made no attempts to protest, however, when Fry and Bender each grabbed one of them by the shoulder and marched them away.

When the group was out of earshot, Leela lowered the rifle. Her trigger finger itched terribly; she didn't want to tempt fate. Instead, she crossed her arms and eyed the short, balding man that was going to end up costing her hundreds of dollars in additional psychotherapy. She fumed inwardly. The sessions about Zapp Brannigan alone had forced her to give up her SCUBA vacation touring San Diego.

"I should kill you for what you did to my friends and me." She stated almost casually, hoping to throw Walt off balance.

Walt seemed to relax a little, now that he wasn't staring down the barrel of a loaded weapon. He brought his hands up to his chest and interlocked his fingers. When he replied, he had that signature weasel grin on his face that had almost driven Leela mad. "But you won't." he countered.

Anger flashed behind Leela's eye, and her grip tightened momentarily on her rifle, but she soon regained control. She sighed, defeated. "No, I guess not." She admitted. "I will tell you this, though." She added, leaning toward him until her face was only mere inches from his, "If I ever see you come near me or anyone I care about ever again, I will personally break each and every bone in your twisted little body. And that's after I tell Mom that you let her whole Moss crop go up in flames. You got that?"

Before Walt could reply, there was a high pitched, feminine scream from outside the alley. Leela recognized it at once. It was Bender. She hesitated for a moment, not sure what to do about her captive. She settled for giving him one final threatening look. "Remember what we talked about." She said, and raced toward the mouth of the alley.

She wasn't prepared for the sight that awaited her. A swarm of humans and robots adorned with some kind of strange, mechanical suit were marching rigidly down the street. Wires, hoses, and circuits of unknown purpose covered large sections of the humans' exposed flesh. Each carried a very large gauss rifle. Fry, Bender, and Amy were retreating toward her down the length of the alley. Larry and Ignar were nowhere to be seen. As Leela watched, Amy tripped over a crack in the pavement and fell to the ground. Before she could get up again, a dozen pairs of hands had grabbed hold of her arms and legs. The intern screamed.

"Amy!" Leela yelled, raising her weapon. She didn't pull the trigger. It was too dark; she couldn't fire without risking hitting Amy by mistake. Fry and Bender were still scrambling down the alley, and Leela suddenly found herself standing alone against an army of… whatever they were. There's too many of them, she realized. There's no way I can fight all of them and win. Only one option existed, difficult as it might be. She cursed loudly. Turning, she ran after her two remaining friends, shoving Walt, who was seemingly frozen in fear, out of the way as she passed.

The alley was a dead end. Fry and Bender had their backs to the far wall. Leela leveled her plasma rifle at them. "Out of the way!" she ordered. The robot and the ex-delivery boy jumped aside just in time. Leela emptied an entire battery clip into the flimsy brick wall, leaving a gaping hole. She didn't even pause to let the dust settle. "Come on, you two!" She ordered before disappearing into the interior of the building.

"But what about Amy? We can't just leave her!" Fry pleaded.

"We can't do anything for her just now. Now move!"

For the next half hour, Leela, Fry, and Bender had fled through the streets of New New York. Eventually they had taken to the sewers in the hopes of losing their pursuers in the maze of underground tunnels. Somewhere along the way, Bender had fallen behind, just for a moment. By the time Leela had realized it, he had been taken.

Now it was just her and Fry. The irony of it struck her. Twenty-four hours earlier she would have sooner shot herself in the foot than stay in the same room with her old coworker, but now here she was, running for her life, and he was the only one that was still with her. Even more confusing, she couldn't quite bury the feeling of relief that he was there. She had some emotional baggage to sort when this was all over with; she knew that. Not quite therapy, fortunately. But, as the beam of electrons that hit the ceiling two meters from her face reminded her, now was not the time for emotional reflection.

Eventually Leela made the decision to leave the sewers. They were not losing their pursuers, and they would never get out of the city if they stayed below ground. When they managed to gain a small lead, Leela took her chance. She directed Fry up a ladder, and the two of them emerged in a large, open construction lot. The manhole cover made an alarming clang as Fry hauled it back into place.

"Fry, for Asimov's sake, be more careful!" Leela hissed at him from over his shoulder, and immediately regretted it. Fry was doing his best, and she knew it. She knew how her mind worked; she needed to vent, to focus her anger and frustration on something, and Fry served as a means to do that. It wasn't fair to him though, and she couldn't help but feel a little bad when he gave her a sideways look telling her that he knew she was using him as a release valve. She would have to remember to apologize later. There wasn't time for that now.

The lot they were in was enormous. As of yet, it wasn't much more than a few big piles of metal beams and a foundation, but Leela could immediately tell that the structure was going to be impressive when finished. I'll bet this is where they're building that new, state of the art deathball arena. She thought.

It was hard to move quietly through the construction site and still make any forward progress. The terrain was rough, and littered with everything from steel cables to gravel to discarded fast food containers that emitted foul odors and tried to scurry away when Leela stepped on them. If only it weren't so damned dark. She complained to herself.

And of course, proving once again that you should be careful what you wish for lest you be unlucky enough to get it, lights all over the construction yard immediately turned themselves on. Leela instinctively dove into one of the nearby ten foot long sections of sewer pipe that were awaiting installation. Fry, of course, reacted much too slowly. By the time it occurred to him that he should have been busily making himself invisible, a hundred pairs of eyes had seen him.

A mob assembled itself around the two fugitives. Leela couldn't get a very good view of what was going on without risking exposing herself, but she could see that a crowd of figures carrying gauss rifles had formed a ring around them. Leela waited for them to finish the two of them off, but they just stood there. Finally, a dark-haired figure detached itself from the mob and walked toward Fry. Leela heard Fry gasp. The person that stood before them was Amy Wong… or, at least, what had once been Amy Wong.

Amy's pink sweat suit was torn in several places. Wires and thick cables emerged from the tears and vanished in a large, metal backpack that she was wearing. Metal plates and complex circuitry covered part of her face and neck and, Leela assumed, much of her body. A weak, red laser was mounted by her right eye.

"I am lo-cute-us, of Borg." Amy declared in a voice devoid of all emotion. "You will surrender, or be, like, gluh, totally assimilated. Resistance is futile, and junk."

"Umm, isn't someone going to sue you for saying that or something? I mean, that came right from TV."

Leave it to Fry to completely miss the important issue at hand. Leela muttered darkly.

Unexpectedly, there was a laugh from somewhere over Amy's shoulder. The sound, so completely out of place, actually made Leela start. She didn't recognize the voice, but she knew right away who it belonged to by the sudden stiffening of Fry's posture. Leela had been wondering when she was going to show up.

"I always was a big Trekkie myself." Chelsea said cheerfully as she strolled to Amy's side. "Well, when it came to Next Gen anyway. I couldn't stand Kirk."

"Chelsea?" Fry squeaked. "What are you doing here?"

Another laugh. When Chelsea answered, her voice belied none of the seriousness of the occasion. "Oh, come on Fry. You didn't really think that you'd gotten rid of me that easily, did you?" When Fry's eyes darted in Amy's direction, Chelsea smiled. "Don't worry," She assured "Amy is just fine. She's just, ah, been introduced to a new way of looking at things. And, you have to admit, the metal-and-wire look suits her a lot better than that tacky pink sweatsuit."

"Let her go right now!" Fry's voice trembled a little.

"It's not that easy." Chelsea said. Leela was getting seriously weirded out by the, well, pleasant was the only word for the way Chelsea was acting. There was no sign of a threat in her voice; she was talking to Fry as if they were two good friends having a quiet dinner conversation. Either she was purposely trying to throw Fry off balance, which was pretty much a waste of energy since Fry was off-balance just by nature, or she was a complete psychopath. Leela really hoped it wasn't option two; she wasn't in the mood tp deal with a cyborg ex-girlfriend of Fry's after her at the moment. An army of metal-clad zombies was bad enough.

"I didn't know who Amy was when my soldiers brought her in. She didn't tell me until after I'd assimilated her. Chelsea paused, and when she spoke again her voice was tinged with what sounded like actual regret. "If she'd just told me her name instead of cursing at me in Cantonese and telling me that my hair has split ends-"

"It was really noticeable." Locuteus interrupted, much to Leela's relief. Amy's still in there somewhere.

"Damnit, I don't have split ends!" Chelsea muttered something under her breath in a foreign language. "Anyway, I wouldn't have put her through all that. Now that it's done though, I can't just undo it. When there's time, I'll put her back to the way she was. That'll have to wait until I finish conquering the Earth though." The last statement was made as if she was discussing cleaning up a spilled can of Slurm.

"W-what?!" Fry stammered. The only part of the redhead that Leela could see from inside the pipe was the backs of his shins, but she had no trouble picturing how his face would look as he realized what she had figured out several hours ago. The army of gauss rifle-wielding zombies was made up of drones assimilated from residents of the city. Obviously this crazy ex-girlfriend of Fry's had decided to carry through on her plans to 'improve' the human race. And be installed as its ruler, of course. He sure can pick 'em, can't he? I just knew he couldn't handle being by himself…

"Don't look so surprised, Fry." Chelsea was saying, the first trace of puzzlement in her voice. You already knew I was capable of this, remember? I've already tried it, after all."

Fry tried to speak, but Chelsea cut him off. "No, don't bother. I know you feel bad about leaving me behind on that spaceship in the middle of nowhere, and you think that this is somehow my way of getting back at you, that I hate you and want to get even. But I can't hate you for what you did. You are who you are; you can't help it." There was a brief pause. "Just like my mother couldn't help turning my father over to the government when she discovered what he was doing."

"Chelsea, I-" Fry started.

"No, no, let me finish." Chelsea interrupted gently. Leela couldn't see her from her vantage point, and she was having trouble picturing her in her mind's eye. This calm, almost conversational voice that she was hearing just did not fit with the army of zombified warriors that were taking over the city. "When I finally did get back to New York, or, I guess I should say, New New York, I immediately went into the ruins of the old city and tracked down the gear that I'd buried in a concrete bunker for when I was unfrozen. Inside was everything I needed to being manufacturing a new army of drones. That was my original plan, you see. To build an army and take over the future. All I had to do was put on a show of being vulnerable and disoriented when I came out of the freezer tube so that no one suspected me, and then strike the moment that anyone who was paying attention decided I was harmless. I just hadn't counted on one thing." Another pause. "You."

"Me?" Fry parroted.

"Yes, you. My own experience as a child, and my father's research, taught me that humans are imperfect. We are overly emotional, stubborn, illogical, self-delusional, and too self-absorbed to work for the greater good. I learned to look down at pure humans for their glaring flaws, but then I met someone that turned those long-held beliefs on their heads. When I came out of that freezer tube, you were kind to me in a way that no one has ever been, and, as I got to know you, I realized that, in you, all of humanity's flaws are strengths. Your emotion, stubborn insistence in seeing the best in people, and innate illogic make you a far better human than me, and no amount of internal circuitry that I add to my body and mind is going to change that."

Fry seemed to digest that for a moment. Leela waited impatiently for him to ask the obvious question. For a moment she considered revealing herself and challenging this bizarre woman from the stupid ages, but she quickly decided against it. The few seconds of surprise she might earn by appearing at the right moment with plasma gun blasting away might give them a chance to escape.

"So, if you decided that people aren't as bad as you thought, then why are you trying to take over the Earth still?" Fry finally asked.

"Well, see, that's the thing." Chelsea replied a bit sadly. "I realized that my old beliefs were not quite correct. The flaws that I thought needed fixing turned out to be strengths, but there was another flaw present that I had no way to know about back then. You see, there weren't any aliens around in the good old year 2012."

"So?"

"So," Chelsea said with a good deal of sarcasm, "there was no way for me to know that humans would naturally intermingle with inferior life forms like aliens. It was more than I could take to see those hideous things walking around the streets of the city, as if they had any more right to it than sewer rats. Then, when you were so dismayed by what I did to those… things back on the Planet Express Ship, I realized that something had to be done. People can't be allowed to believe that aliens can coexist with us. It's dangerous, and unhealthy! Aliens will influence us. They degrade us by their very existence."

By this point Leela was just about ready to jump out of her hiding place and rip Chelsea apart with her bare hands, but she forcibly restrained herself.

"But why the army of cyborgs?" Fry was asking.

"Well, I mean, there was no way I'm going to just suddenly convince people to wipe out all alien life in the universe. They have to be… persuaded." It was said as if it were the most reasonable thing in the world.

"What?!" Fry gasped. "Wipe out all alien life? Y- you can't do that! Chelsea, aliens are people too! They're no different from you, or me, or the sewer mutants!"

"Sewer mutants?" Chelsea sounded genuinely surprised. "Really? Huh. Thank you for mentioning them. They will have to go too, of course." There were some muffled voices that Leela couldn't hear. Ostensibly Chelsea was giving orders to someone to look into the truth of what Fry had just accidentally revealed. And once again Fry's big mouth leads to the demise of an entire people. Leela thought. Then, for some strange reason, she felt a stab of fear at the idea of what Chelsea would do to the peaceful community of genetic aberrations. Weird. Why do I care so much about a bunch of inferior genetic scum? It took her almost a full second to realize what her own mind had just said to her. Oh my god. Did I really just think that? She wondered, amazed at herself. I'm no better than she is! Feeling simultaneously sick and horribly unclean,Leela realized that she was going to have to seriously rethink her beliefs when this was all over. Her emotional to-do list was starting to spill over

"Speaking of having to go," Chelsea said, "I can't have you wandering around through the middle of the city while I'm busily taking it over. It's dark and dangerous in here now that I've turned all of the electronics off. Someone's liable to shoot you by mistake. It's a good thing my friend Locuteus here filled me in on your situation. Imagine it, all that time I was working at Momcorp, and Leela and the rest of your friends were right there in the building, and neither of us had any idea." She chuckled. "I figured that I'd better get you cornered before you got yourself killed."

"So then you're not going to kill us?" There was a tinge of hope in Fry's voice. Leela cringed at his use of the word 'us'. Apparently it wasn't blatantly obvious that she wanted to remain undetected. Luckily, Chelsea didn't seem to catch on.

"What? No!" From Chelsea's voice it seemed as though she was genuinely surprised, and a little hurt. "You really thought I was going to kill you? Didn't you listen to what I said before, back when we were in the airlock? You're the only friend I have in the whole future, maybe the only one I've had in my entire life! You were kind and understanding, and wanted nothing in return. I would never hurt you." Amazingly, there was enough emotion in Chelsea's words that Leela believed that she was telling the truth. "You did abandon me in interstellar space," Chelsea added, "But you did it out of fear. I lied to you about who I was, and you couldn't handle it. I was wrong to put you in that situation; I don't blame you for it."

"Then you'll let us go?"

Chelsea sighed. "Yes, I'll let you go. What I really want is for you to understand, but I guess that is something I can't reasonably expect... I'll have you escorted to the edge of the city; the DOOP can pick you up from there. As for the robot and Amy here, I'll have Bender meet you at the edge of the city when I see him again. When I realized who he was I told him to stick around and wait, and I'd let him go with you. He wouldn't listen though. Said there was too much looting to be done. I'll have Amy fixed up good as new in a couple of weeks. I should have taken over the planet by then, assuming the general that's leading the DOOP forces is as big an idiot as his tactics so far seem to suggest." There was a pause. "But when you said 'us', you weren't referring to them, were you?" She chuckled. "Ah, I get it." Her voice got a little louder. "I was wondering where you were. I have to say, I'm impressed. Now I see why Fry looks up to you so much. You can come on out now, Leela."

Her cover blown, Leela didn't have much choice but to crawl her way out of the sewer pipe. Very, very slowly, she stood, palms outward, and moved to stand to Fry's right.. Her plasma rifle lay at her feet, partially hidden by an I-beam,. Hopefully it had gone unnoticed.

"It's nice to finally meet you." Chelsea was saying. "I've heard so much about y-" The Asian woman's voice cut off like a switch. "What in god's name is that?" It was a growl.

"What?" Fry asked, in his characteristically stupid way. Of course Chelsea was referring to Leela's eye. The giant white orb that had caused her nothing but trouble since as far back as she could remember.

"Y- you're an alien, a subhuman!" Chelsea gasped. "Fry, how could you not tell me she was this… thing?!"

Fry was visibly confused. He kept looking back and forth between the two women. "What do you mean? What's wrong with her?!" He sounded panicked, as if Chelsea could see some giant, malignant tumor on her that he himself could not.

"She's got one eye!" Chelsea raged. "You never once mentioned she had one eye!"

"I- I didn't think it was important." He said, still confused.

Leela almost cried. I didn't think it was important. Those six words were the most beautiful thing that anyone had ever said about her. She felt a wave of affection for her old friend at that moment. She would have hugged him, if not for the army of evil cyborgs standing around waiting to kill them. Suddenly all of his immaturity, his thoughtlessness and propensity for getting them both in trouble seemed utterly trivial. How could I have been so awful to him? She wondered.

"She's got elbow talons too." Locuteus interjected helpfully, but Chelsea didn't hear her. "Not important?! You had me risk my life searching all over the goddamned galaxy for this creature, had me competing for your affections with the memories that you had of her, and you didn't think it might matter to me, just a tiny bit, that she wasn't even human?!"

Fry thought about it. "No." He said simply. "I didn't."

Chelsea's eyes blazed. Leela shifted her weight slightly. She would be prepared for what was coming next. "You idiot. You pathetic little idiot." A gauss rifle appeared in her hands. "You'll die for this." She shouted. "I'll kill you. You and that animal bitch." She leveled the weapon at Leela's face. "I'll burn that eyeball right out of her ugly little alien head."

"No!" Fry hurled himself at Leela, trying to put his body between the weapon and its target. He was several seconds too early, and so all he managed to do was end up lying face down in the dirt. Fortunately, Leela was no longer there when Chelsea finally did pull the trigger. By the time Fry managed to get to his feet, his former captain was already vaulting over the shovel of a parked backhoe, trying to draw fire long enough for Fry to get away.