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The soldiers were all UNSC. But according to my records, they've been hired on to act as Charon's private security force.
~ Epsilon to Carolina about the Insurrection group.

The Insurrection, also referred to as the Resistance, is a military outfit specializing in cryogenics, first appearing with one member in Recreation and the official faction in Season 9. The Director of Project Freelancer informed his Freelancer agents that the "Resistance" is a splinter group of the UNSC. However, they are actually UNSC soldiers hired by Charon Industries to act as their private security force; something that both Carolina and Epsilon consider as a controversial arrangement. The faction serves as the secondary antagonists of the Project Freelancer Saga.


Bjørndal Cryogenics Research Facility

Insurrection soldiers are first seen running the Bjordinal Cryogenics Research Facility. Agents North and South Dakota infiltrated the Facility in order to recover data on the Sarcophagus. However Agent South alerted the entire base of the Freelancers' presence. As the two made their way through the facility to the helipad, they killed every Insurrectionist soldier they saw. However, they were trapped at the helipad. Carolina used her camouflaging armor enhancement to surprise and attack the soldiers who trapped North and South. Meanwhile, and unknown to the other Freelancers, Agent Texas planted a transmitter to destroy the facility. When the Freelancers left, the base exploded, presumably killing all but one soldier. However the Freelancers' Pelican was pursued by two Insurrectionist Longswords. After a narrow escape the Pelican was saved by the Mother of Invention.

Mission for the Sarcophagus

Eventually the Freelancers began their mission to recover the Sarcophagus. While picking a lock in the building, York activates an alarm alerting their presence to the Insurrection. They send a squad to deal with the Freelancers. The Freelancers quickly dispose of the soldiers, save for one a Flame soldier. He battled Wash and Carolina until he was eventually defeated via Gravity Hammer. However when the Freelancers reached the roof of the building they were quickly greeted by more Insurrectionists, including the one who survived the Bjordinal Cryogenics Research Facility. However all the Insurrectionists were killed, and the building destroyed, when the Mother of Invention fired a MAC round at the building, destroying it as it did to the research facility.

Battle on the Highway

Team A then goes after a lead Insurrection scientist named Rhee Sebiel, who is carrying the briefcase containing the code to open the sarcophagus. As he heads under an overpass Agent Maine jumps onto his vehicle. He kills Rhee and takes the briefcase. Meanwhile Agent Texas is being pursued on a highway by two Insurrectionist Warthogs. Two response teams are sent in after Team A, and the response teams chase them down the highway in Hornets. Three soldiers with jetpacks jump off of the hornets. One, a sniper, lands on a truck, while the other two begin to attack the Agents on the warthog.

Tex comes up on the opposite highway and fires a rocket launcher at one of the Warthogs pursuing her. The other one crashes into the one she destroyed. She then ramps and fires at one of the Hornets attacking Team A. While fighting the two soldiers with Carolina, Maine notices a red laser to his side. He turns around to see Carolina in the sniper's sights and shields her with his body. Carolina continues to fight the two soldiers near her and when one of the soldiers gets the briefcase from Maine's unconscious body she tackles him to a nearby truck with barrels on it. The two soldiers begin to focus on her and she takes cover behind a barrel. Meanwhile Maine gets back up and York rams the warthog into the truck the sniper is on sending him flying off, however thanks to his jetpack he is able to live and begins to go to his teammates before being punched by Maine, causing him to fall off the highway. Maine then goes to help Carolina with the two soldiers.

The four seem to be evenly matched but then the female soldier is stabbed with Maine's brute shot by Carolina. She tosses her magnum to the sleeveless soldier and he shoots Maine several times in the throat with it. Carolina attacks him and begins to fight both again. However Maine gets up again and picks up his brute shot. He tries to help Carolina by shooting one of the soldiers, however one shoots him and he fires at the truck's rear tires instead. The four go flying and the female soldier is not seen again. However the sleeveless soldier grabs the briefcase and gets onto his Hornet. Carolina lands in the Warthog with York and has him pursue the soldier, along with Agent Texas still on her motorcycle.

The Hornet attempts to escape by going through a tunnel and shooting the door controls causing it to close. Tex races into the door before it closes and Carolina has York jump out before she jumps in a small hole before the door closes. She uses her Speed Unit to catch up with Tex. The sleeveless soldiers notices this but does nothing of it. However Tex does another ramp, this time throwing her motorcycle at the Hornet causing it to explode. However again thanks to his jetpack the sleeveless soldier is able to escape. Carolina uses her speed unit to pursue him along the rooftops and tackles the soldier onto a lower highway. She punches him midair causing him to hit a car and fall off the edge of the highway. Tex then recovers the briefcase for Project Freelancer.

Mission in Space

The Insurrection returns in Heavy Metal when Freelancers Carolina, York, Washington, C.T., North and South Dakota launch an attack on a space station in an attempt to take down the leader. The mission fails, however, as C.T leaves the group and is revealed to have a romantic relationship with the leader and they escape to the longshore shipyards.

Battle at the Longshore Shipyards

Sent on a mission by The Director, Agent Wyoming and Florida arrive at the Longshore Shipyards which were under control by the Insurrectionists. Shortly after C.T.'s and the leader's arrival, Project Freelancer began it's assault. Agents Carolina, York, Washington, North Dakota, and South Dakota were dropped into the base from directly above via pelican. After defeating most of the soldiers, Carolina, York, and Washington found themselves cornered by a group of snipers led by the Insurrectionist sniper. With assistance from North and his A.I Theta (with use of his detached bubble shield), the snipers were killed. However, the remaining Insurrectionist soldiers arrived afterwards. The sleeveless soldier engages York in physical combat, which is retaliated by Carolina. Girlie and the Demo Man arrive in a warthog and attempt to kill the Freelancers. Girlie is kicked off the gunner by Carolina and engaged. Suddenly Agent Maine emerges from the drop pod eager for revenge.

The Demo Man unsuccessfully attempts to run over Maine but he destroys his warthog. Carolina then takes on the female and Red Demo Man at once while Maine easily conquers the sleeveless one. Maine joins in on the fight and assists Carolina in the defeat of the soldiers. C.T. and the Insurrectionist leader are seen inside the building heading for a bunker. They become aware that they are being followed and wound Agent Florida. The two turret soldiers set a position blocking the path to the bunker as C.T. and the leader head for safety. Wyoming attempts to kill the soldiers but is unsuccessful. York, Washington, and Carolina arrive shortly after to assist him. But before they can formulate a plan, agent Texas arrives and runs past the soldiers toward the bunker. Unwilling to let Tex best her again, Carolina follows her toward the bunker.

Unable to get inside with turrets set up, Carolina orders the other soldiers to find a way to cut the power. Agent Florida rises up from his injury and manages to use the grenade launcher on his assault rifle to hit and crush both turret soldiers. With all enemies gone, York and Delta cut the power, allowing Carolina and Tex access to the bunk. C.T. tries to convince the leader to escape with her so they can find the new artifact. The leader's hesitance to leave his fallen comrades gives the two Freelancers outside an opportunity to corner them. As they attempt to capture the Insurrectionist, C.T. reveals that they are working to expose Project Freelancer's illegal actions. However, Tex soon engages C.T. and the Insurrectionist leader in combat, with Carolina following. The Freelancers defeat the soldiers but C.T. and the leader escape in a pod. C.T. then dies, due to her injuries, and the male C.T. seen at the desert in Recreation was actually the leader of the Insurrectionists, who donned her armor in remorse for her death.

Artifact in the Desert

The Leader, now known as C.T., is later seen at the desert in Recreation along with a team of men and aliens. After encountering the Reds and Blues, who implant A.I. Epsilon into a Monitor, the Leader steals it for himself, causing a fracture between his men and his alien partners, who worship the technology. After a three-way chase ensues involving the Leader, the Reds and Blues, and the aliens, Tucker eventually destroys the Leader's warthog and pursues him. However, the Leader corners Tucker atop a temple and attempts to kill him. Luckily, Epsilon appears and uses the laser in his monitor to kill the Leader.



  • It's implied by the Insurrectionist Leader and C.T. that their group isn't against the military, but a group that actually serves them. This is proven in the Season 12 finale where Epsilon explains that the Insurrection were actually a private security force hired by Charon Industries, who specialize in military weaponry.
  • It appears that the Insurrection not only have everything the UNSC and Project Freelancer have in terms of equipment, but also several Covenant weapons, due to their affiliation with Charon.
  • It seems that all high rank soldiers wear steel with maroon/red trim colored armor while low rank soldiers wear white and green armor.
  • In both Number One and Heavy Metal, a comedic scene is shown with two unnamed Insurrection soldiers. These soldiers are voiced by Anthony Padilla and Ian Hecox of Smosh, who also provide the voices for Jerry and Dennis.
  • The Insurrection is responsible for giving The Meta his signature weapon, as he found the Brute Shot in one of their buildings.
  • The Insurrection elite team bears some resemblance to Noble Team from Halo: Reach. The Leader resembles Carter, Girlie resembles Kat, Sleeves resembles Emile, the Twins and Sharkface possibly resemble Jorge, and the Sniper resembles Jun. Demo Man could also resemble Kat, as both have an artificial arm.
  • The Insurrection's armor is noticeably built up of a combination of the Halo 3: ODST armor along with different armor permutations from the Halo: Reach Armory, though this includes shifting parts around, such as mounting shoulder armor onto thighs (the Twins) or arms (Sharkface).


           RVB.png Villains

Project Freelancer
Director Leonard Church | Aiden Price | Washington | The Meta | South Dakota | C.T. | Wyoming

Artificial Intelligence
O'Malley | Gamma | Sigma

Alien | Green Alien | Religious Aliens

Charon Industries
Malcolm Hargrove
Insurrection: Insurrectionist Leader | Demo Man | Insurrectionist Sniper | Sleeveless Insurrection Soldier | Sharkface | Girlie | Chain Guy & Chain Girl
Space Pirates: Locus | Felix | Sharkface | Zachary Miller

Blues and Reds
Mark Temple | Surge | Loco (Red vs. Blue) | Buckey | Gene | Cronut | Lorenzo | Sarge | Doc (Red vs. Blue)

Cosmic Powers
Atlus Arcadium Rex | Kalirama | Genkins

Zero | Phase | Diesel

Cyclops | Gabriel Lozano | Lopez 2.0 | Red Zealot | Ruben Lozano | Chrovos | Black Lotus

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