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This article describes the Half-Life 2: Episode Two storyline, chapter by chapter.

Continuing the plot of Half-Life 2 and Episode One, Episode Two consists of seven chapters telling the story of Gordon Freeman and Alyx Vance's journey through the Outlands to a large Resistance base named after the forest. After the destruction of the Citadel, the Combine are working to open a massive superportal to call for reinforcements. Combine Advisor pods have been scattered throughout the region. The destruction of the Citadel, as explained by Dr. Kleiner's broadcast in Episode One, has inflicted a portal and communications blackout on Earth-stationed Combine forces, leaving them isolated and disorganized. A crucial part of the plot is the transmission packet which the Combine sacrificed the Citadel to send, a copy of which Alyx and Gordon stole before making their escape. It contains information relating to the location of the Combine Overworld and allows the creation of the superportal to be controlled from the "other side". This information has to be delivered to White Forest so that the Resistance can use it to shut down the superportal and prevent an even greater Combine invasion.

This game is directly followed by the events in the final chapter and post-credits scene of Half-Life: Alyx.

Chapter 1: To the White Forest[]


The ruins of City 17.


A Hunter attacks and injures Alyx.

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Alyx, critically wounded.

The opening chapter picks up where Episode One left off. The Citadel Core gave out as Alyx and Gordon were leaving City 17, and the resulting shock wave has derailed the train in which they were traveling on. Gordon and Alyx survive the crash, and Alyx retrieves the Gravity Gun in order to free Gordon from the wreck. The ruins of City 17 are visible, with a Superportal forming above the collapsed Citadel. A portal storm occurs, appearing to emanate from the Citadel ruins, destroying the damaged rail bridge and opening a path into a mine shaft for Alyx and Gordon to follow.

Alyx informs Gordon that they must contact the White Forest base and deliver their data packet. They travel through a short Zombie and Antlion-infested mine tunnel to a communication building, and Alyx is able to contact the White Forest base. Doctor Kleiner and Vance are relieved to learn that Gordon and Alyx survived the detonation of the Citadel, and Arne Magnusson is introduced as the head of the White Forest base, more concerned with the data packet than the safety of Gordon and Alyx. The sound of a hunter-chopper and an overheard Overwatch message confirm that the Combine are still searching for the duo and the data packet Alyx possesses.

Shortly afterward, Alyx is critically wounded by a Hunter and kicks Gordon back, knocking some rubble down in the process. Gordon becomes dizzy from the hunter's attack and passes out shorty after. Later, Gordon wakes up, still slightly dizzy, and witnesses a Vortigaunt arriving in time to drive off Antlions and stabilize Alyx's condition; it goes on to free him. Gordon then becomes separated from Alyx and the Vortigaunt, and he resultantly must travel through Antlion caves to meet them at a nearby Resistance outpost. It is during this cave journey that Antlion Grubs and Workers are first encountered.


  • The sounds of the Hunter are described as "Unknown Creature Sounds" in the closed captions, most likely because Valve wanted to reveal the Hunter's name and characteristics later on.

Chapter 2: This Vortal Coil[]

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A Vortigaunt with the Antlion extract.

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Vortigaunts healing Alyx.

Gordon arrives at a small Resistance outpost within the mines manned by Griggs and Sheckley. The Vortigaunt has brought Alyx to the outpost and is awaiting the arrival of his kin in order to heal her wounds. Griggs and Sheckley introduce Gordon to the Antlion Detector, and with the aid of reprogrammed Hopper Mines and Sentry Guns they are barely able to hold off several Antlion attacks until the Vortigaunts arrive. The Vortigaunts assist in dispatching the next wave of Antlions, and proceed to tend to Alyx. The Vortigaunts require the Antlion larval extract to save Alyx, so Gordon and his Vortigaunt companion travel deeper into the mine to retrieve it.

Gordon and the Vortigaunt discover a Zombie infestation, as well as an overrun Combine troop carrier, accompanied by Zombines. As they travel deeper into the Antlion caves, they encounter the Antlion Guardian, protector of the larval extract. Gordon is prevented from killing the Guardian for fear of spoiling the extract, and must outrun the Guardian through the caves. He is able to avoid the Guardian and summon the Vortigaunt to the Nectarium, where the extract is obtained.

They deliver the extract just in time, and the Vortigaunts save Alyx. During the healing process, the G-Man contacts Gordon, suggesting that he has been prevented from doing so by the Vortigaunts until this point. He hints at Alyx's importance to his plans, and reveals that he had saved her life at Black Mesa despite the objections of unnamed others (Dr. Breen's face flickers on the screen behind the G-Man at this point). The G-Man then instructs an unconscious Alyx to tell her father to "prepare for unforeseen consequences."

After Alyx has recovered, she and Gordon, accompanied by the Vortigaunt, proceed to the surface.


  • The title of the chapter is a reference to the phrase "shuffle[d] off this mortal coil" from Shakespeare's Hamlet.
  • The G-Man's phrase, "Prepare for Unforeseen Consequences", is a reference to the name of Chapter 3 of the campaign of Half Life.

Chapter 3: Freeman Pontifex[]


The last Victory Mine outpost.

Upon reaching the surface, a large group of Combine forces is seen traveling north, towards White Forest, with Advisors in tow. Gordon must fight off the Antlion Guardian along with an Antlion Guard and several of their smaller kin before reaching the last Resistance outpost of the Victory Mine. Gordon is required to descend into the mining settlement in order to reach a working car for the journey to White Forest. The settlement is infested with Headcrabs and Zombies, and Alyx assists by covering Gordon's progress with a sniper rifle powered by the vortigaunt. Gordon finally reaches the far side of the settlement, where the muscle car awaits. He jumps the car over a broken bridge, back to the side Alyx and the Vortigaunt are waiting on. The Vortigaunt takes his leave of Alyx and Gordon, informing them that his kin are hunting shu'ulathoi still in their escape pods.


  • Pontifex is a Latin term meaning both "priest" and "Bridge Builder".
  • The G-Man can be seen walking on the near side of the bridge when first moving into the area.

Chapter 4: Riding Shotgun[]

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The barn Advisor probing a dead Rebel.

Having acquired transportation, Gordon and Alyx proceed at top speed to White Forest. They discover a radio tower and Alyx decides to try and contact White Forest to warn of the impending attack. While establishing power to the transmitter, Hunters arrive and ambush them. It is the first time Hunters are fought directly, and are defeated. White Forest base is contacted, but Advisors appear to be blocking the transmission.

Continuing, a crashed Advisor Pod is discovered by the side of the road. Alyx and Gordon soon encounter the telepathic attacks of an Advisor. They investigate a nearby barn and discover an Advisor encamped inside it. Alyx exposes its life support system and Gordon damages it with the Gravity Gun. The Advisor emerges from its mechanical cocoon and demonstrates its telekinetic powers by pinning Gordon and Alyx to a wall. It appears unfamiliar with its environment, as it probes first a barrel and a dead rebel before nearly killing Gordon, but the damage to its life support system forces it to flee. Alyx and Gordon fight off a Combine ambush, and escape a Hunter-Chopper which arrives at the barn.

Gordon and Alyx are pursued by the chopper to the next Resistance Outpost, the car's engine giving out as it breaks through a barricade at the entrance to the outpost. Gordon defeats the chopper by firing its mines back at it, and the rebels at the outpost offer to repair the car.


  • "Riding shotgun" is a term which means the practice of sitting alongside the driver in a moving vehicle (in this case, Alyx).
  • During the Hunter-Chopper battle, there is a rebel that can be seen wielding an RPG. Despite firing at the Hunter-Chopper, his rockets will do only 50 damage (in contrast to player's 200 per rocket). And when he's killed (by explosion of a car engine) his RPG disappears to prevent the player from obtaining it.

Chapter 5: Under the Radar[]

White Forest Inn exterior

The White Forest Inn exterior.

While Alyx and the rebels work on the car, Gordon disables the Combine Autogun of the The Junk Yard blocking the road. The rebel technician installs a radar detector that picks up Resistance caches. They travel through the zombie-infested countryside and retrieve supplies from several hidden caches.

An enormous Combine ambush is laid for them at the White Forest Inn, but after defeating Hunters, soldiers, and Elites they approach the White Forest base. They witness a dropship being downed by rebels, however the Strider that it was carrying awakens. Dog arrives and defeats the Strider, and Alyx challenges him to a race to the base.


  • The G-Man can briefly be seen walking into the front entrance of the inn if the player gets there fast enough.

Chapter 6: Our Mutual Fiend[]


Isaac Kleiner, Eli Vance and Alyx Vance talking about the Borealis at White Forest.

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The Borealis.

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The lodge being destroyed by a Strider.

Arriving at White Forest, Alyx and Gordon reunite with Isaac Kleiner, and Eli Vance. Alyx finally delivers the transmission packet acquired in Episode One to Eli and Dr. Kleiner. They also meet Arne Magnusson in person, another former Black Mesa scientist who is an egotistical, verbose, authoritarian, and who holds a grudge against Gordon.

Gordon and Alyx learn that the White Forest team is preparing a special rocket which they plan to use, in conjunction with the satellite array launched during the events of Half-Life and Alyx's data packet, to close the Combine superportal.

A Combine attack penetrates the base, and Gordon must defeat Hunters and soldiers, and close the silo doors that are allowing access to the facility.

After successfully repelling the attack, Gordon meets up with Alyx, and the two return to Dr. Kleiner and Eli who have completed decoding Judith Mossman's message. It reveals that the "project" is none other than the Borealis, an Aperture Science vessel rumored to carry powerful technology. Dr. Kleiner suggests using the technology of the Borealis against the Combine, while Eli insists that it has to be destroyed to avoid another Black Mesa Incident. Initially Eli wants to follow Dr. Mossman to rescue her, however he becomes convinced that his own knowledge of the Resistance is far too sensitive for him to risk capture by the Combine, and Alyx promises that she and Gordon will go after Dr. Mossman. After a call from an irritated Dr. Magnusson, Dr. Kleiner leaves to assist him in final preparation for the launch of the rocket. As the G-Man appears on the screen behind her, Alyx delivers his message to Eli: "Prepare for unforeseen consequences." Upon hearing this, a shocked Eli nearly collapses, and in private informs Gordon that the G-Man spoke those same words to him just before the Black Mesa Incident. Eli expresses regret for not aborting the test that led to the Incident, and over the G-Man's present influence over Alyx.

However, they are soon interrupted by a larger force of Combine who attack the base, complete with Striders and Hunters. Dr. Magnusson introduces Gordon to the Magnusson Device, a sticky bomb designed to destroy Striders. Using the Gravity Gun to launch the devices, the attack force is defeated in the valley around the base.


  • In the base, an Easter egg referring to the TV series Lost can be found. In Uriah's lab, there is an inaccessible room containing a computer terminal with the six factors of the Valenzetti Equation shown on the screen and, on the wall, a Dharma-style octagon with the three pines from the White Forest logo. The room was inserted at the request of Gabe Newell, who promised to insert a reference to Lost in response to Half-Life references in Lost's first season. It is however just an easter egg and the connection between the two universes is not to be considered canon.
  • The chapter's title is likely a reference to the book "Our Mutual Friend", which was written by Charles Dickens, and refers to the G-Man, as is made clear by Eli Vance.

Chapter 7: T-Minus One[]

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Alyx and Eli watch as the Superportal is shut.

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The Easter egg computer and the Dharma logo on the right.

After the Striders have been dispatched, Gordon returns to the Base and receives an unexpected thanks from Magnusson. The rocket is then successfully launched, and Gordon, Eli, and Alyx head outside to watch the super portal close. Out of Alyx's earshot, Eli tells Gordon that he believes The G-Man's message is a warning regarding the Borealis, telling Gordon to destroy it and promises to elaborate further. He then tells Gordon that he is very proud of and thankful toward him, saying "I couldn't be prouder of you even if you were my own son". The superportal is closed, preventing the Combine from calling in reinforcements from their homeworld. Alyx reveals that she found and fixed up an old helicopter that they can use to fly to the Borealis.

As Gordon and Alyx prepare to depart to search for Dr. Judith Mossman, Advisors attack the helicopter hangar. They telekinetically pin Alyx and Gordon to the wall, and seize Eli. Eli warns them both that the Borealis must be destroyed, and then tells Alyx he loves her and not to look, as the Advisors kill him, having potentially drained all information about the Resistance and the Borealis from his brain. Dog arrives and fights off the Advisors, saving Gordon and Alyx. Both Gordon and Alyx fall to the floor, and Alyx runs to her father's side and holds onto his lifeless body, her crying is all that can be heard as Gordon slowly blacked out.


  • At the end of the level, where the player, Alyx and Eli prepare to enter the helicopter, an insignia variation of the N.V.A.F (North Vietnamese Air Force) can be seen on the fuselage and tail of the helicopter.
    • The helicopter appears to be based on the Mi-17 or Mi-8.
  • If one uses cheats to "noclip" behind the building where the helicopter is held, the two Combine Advisors that kill Eli can be seen, floating motionlessly. If damaged sufficiently, both of them can be "killed" before the ending cut-scene is triggered, although this will only lead to the glitching of the ending cut-scene in the game.
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