Proxy has made it out of the hostile Civil Security building from Level 33. She has entered a small building full of Usurpations. After falling down an area, Proxy lands near two crates and finds herself in an open room. To the far left, there are a few Major Usurpation Soldiers. There is also a room below with more Usurpation Soldiers. This room is blocked off from the rest of the map with a laser.
Proxy will immediately comes under fire from the alien enemies. The level start is out in the open, and the player will quickly be killed if they don't take cover. Proxy is forced to either take cover in the lower room or fight it out with the Usurpations in the open. After picking off enough Usurpations to proceed to the open area of the map, Proxy will come across a few blocks overhead that may contain enemies. She will also come across a gravitator area with a small button at the bottom.
Proxy eliminates the remaining enemies in the area and attempts to push the button at the bottom of the gravitator. This is difficult, because the gravitator is trying to push the player upward. The easiest way to make it to the bottom is by gaining downward speed and then pressing X, which should carry the player through the gravitator. The button activates a door that was blocking the level end area to be removed. After this has been done, Proxy can proceed to the level end area. This is a section that contains two buttons. One of the buttons removes a horizontal door above the player's head, the other turns on an upward gravitator that carries the player out of the level. Be sure to remove the door before using the gravitators, or you will get yourself smashed to the door.
- Major Usurpation Soldier - This is the only enemy in the level; they don't have very much health, so they should be easy to pluck off. They are using Lite Railguns, Rocket Launchers and Plasmaguns, but the last of them hve Grenade Launchers and Heavy Railguns (Sniper Rifles on Impossible difficulty).
- If enemies see you behind or in front of the laser, quickly try jumping above and getting to the platform. They will try coming to the laser to get you, but will get themselves killed.
- It's one of the few levels in which enemies only use weapons with non-deflectable projectiles.
- A dead Minor Usurpation Soldier can be found in the pool near the end. This poor guy might've drowned in the pool for unknown reasons. He also appears at the beginning of the next level.