Red vs. Blue Episode
"Part II"
Tex in Out of Mind Part II
Episode no. 2
Airdate August 10, 2006
Running time 2:20

Red vs. Blue Out of Mind

  1. Out of Mind: Part I
  2. Out of Mind: Part II
  3. Out of Mind: Part III
  4. Out of Mind: Part IV
  5. Out of Mind: Part V

Part II of Red vs. Blue: Out of Mind is the second episode of the same named mini-series. It's also the 79th episode overall.


Blue TeamEdit



In a flashback to a Special Forces Training Facility several years before, Tex's ex-boyfriend Church — in standard-issue rookie blue armor instead of his cobalt armor from the main series — approaches Tex. He is concerned about the experiments being performed on multiple soldiers, including Tex, who has been told they each have a "unique ability". As Tex warns that Church should not even be talking to her, Wyoming appears and encourages him to leave. Church walks away and tells Tex, "Just be careful." in a concerned tone, unable to say what he wanted initially.

In narration, Tex reminisces about the experiments and the results: after the soldiers were given Artificial Intelligence (AI) to boost their combat skills, the test subjects grew progressively insane. Thus, an attempt was made to remove the AIs. Tex's AI, Omega (aka "O'Malley"), was one of the "difficult ones"; he forced Tex to escape from the facility before he could be removed from her head. Becoming aware of Tex's intent to destroy him, Omega soon learned how to transmit himself from person to person via radio signals, as he did to Caboose and Doc in Red vs. Blue season 1 and season 2 respectively. After this flashback ends, Tex observes Omega's fortress as seen in Episode 73, and decides that she needs help to destroy him.


Credits come in with several recruits running across the screen as a voice booms over a loudspeaker

Flowers: (voice only) Alright I wanna see some hustle out there! I mean the, hard work kinda hustle not the, disco or legal scam kinda hustle. Apologize for the confusion on that earlier.


The voice continues mostly inaudibly in the background. Church, who is wearing regulation blue armor, approaches Tex, who watches the training from atop a platform.

Church: Your armor looks good. A lot better than this regulation blue stuff they give the rest of us.

Tex: They told us each one has a unique ability. I've been tryin' to figure out what mine is-

Church: Tex you know, you don't have to do this.

Tex: I'm not doing it because I have to.

Church: It's just that, there's all these rumors about these experiments they're running, they're... taking computer programs and puttin' 'em inside of people's heads. Just sounds a little, crazy.

Tex: You know I can't talk about it with you.

Church: I know.

Tex: (softly) Technically you're not even supposed to be here.

Church: I know.

Jimmy appears from behind a corner.

Jimmy: Hey Leonard, come on.

Church: Yeah hold on a second Jimmy!

Wyoming suddenly appears

Wyoming: Yes I think it best you go, Private. We've got real military work to do here. Perhaps you should go back to your training. Learn how to get shot properly. Hmhmhm.

Church: Yeah thanks. I was already leaving.

Church walks a little, then stops.

Unknown Voice: (voice only) Never leave a man behind... except when it's to save them from danger, you should probably let women and children go first, and come back for the men later.

Church: Tex I... just be careful.

Church leaves.

Unknown Voice: (voice only) Just give us your best judgment.

Fade to the present. Tex gives a stirring monologue about the events happening on screen, in which several Freelancers undergo the A.I. removal process. Tex, however, escapes.

Tex: (voice over) He was right about the rumors: every operative was paired and implanted with some kind of modified A.I. They were supposed to make us faster or stronger, or in my case, just plain meaner. The experiment worked for a while, then people just started goin' crazy. So they scrapped the project, and began removing the A.I. modules and deleting them one by one. Problem was, some of the A.I.s didn't wanna be deleted, resisting the removal process. The one in my head, Omega, was one of the difficult ones. Since they couldn't erase him they decided to erase both of us. And that didn't go over so well. By the time we escaped the facility it was pretty clear I had to do something to get rid of Omega for good. Unfortunately, it's pretty hard to hide your thoughts from somethin' that lives inside your head. It wasn't that long before he figured out how to jump outta me, and in to other people using the radio. So removing him was the easy part. Killing him, was gonna be a different story. And as much as I hate to admit it...

Fade back to the present, where Tex looks up at Omega's island fortress.

Tex: (talks) I'm gonna need some help.


  • The Special Forces Training Facility is represented as the Halo 2 map Foundation.
  • The complete validity of Tex's flashback is questionable, and may possibly be a reinterpretation of past events, similar to how Church reinterpreted past events about his time in Sidewinder.


Out of Mind Part 2 - Red vs

Out of Mind Part 2 - Red vs. Blue Mini-Series

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