Analyzing Marc Laidlaw’s Half-Life 2: Episode Three Synopsis

Well, this was a bombshell.

Marc Laidlaw, the author behind the Half-Life storyline who left Valve in 2016, released a curious little post on his personal blog earlier today called “Epistle 3”. The post, written as a letter, recounts the mysterious recent events of one Gertrude Fremont, Ph.D., following the death of Elly Vaunt, as Gertie and Alex Vaunt head towards the lost liner Hyperborea and… wait, doesn’t this all sound eerily familiar?

Yes, this blog post is a thinly-veiled retelling of Marc Laidlaw’s intended plot for Half-Life 2: Episode Three. No idea why all of a sudden this got posted, although it all sounds like an attempt at closure for both the author and fans, nearly ten years after the release of Episode Two. Now, bear in mind that this is Marc Laidlaw’s “fanfic” for his original plot outline for the third episode, and is in no way official anymore. Valve might very well one day release a new game that overwrites all of this… but this being unlikely, for now, this is the best we’ll get.

You can read the original post here, but keep in mind that all characters are gender-swapped and renamed, probably for legal reasons. Either way, I’ll go ahead and break down all the revelations of this post, including my personal interpretation of certain things.

We’ve waited long enough. Let’s get started, shall we?

Path of Borealis

The third episode picks off right after the second’s cliffhanger, with Dr. Eli Vance dead and the Resistance wondering how much their plan has been compromised and whether it makes sense to go on at all. After the burial of the Resistance leader, however, Alyx Vance spearheads the mission, wishing to continue the mission and honor her late father’s last wish to destroy whatever weapon the Borealis, Aperture Science’s lost ship, hosts. Despite protests from other members of the Resistance that the ship’s technology should be harnessed against the Combine, the mission proceeds as is, and Alyx and Dr. Gordon Freeman depart for the Arctic, with a support team of Resistance troops soon to follow in a separate transport.

I believe, as I have for the past 10 years, that the game would actually pick off after these background events, with Alyx and Gordon in a chopper nearing the Arctic (the game starting off as Gordon wakes up from a long-deserved rest, I’d imagine, but that’s just my own perspective on things). For some undetailed (and probably undefined, which shows how far ahead in development Episode Three ever got) cause, their chopper is brought down, forcing Gordon and Alyx to trek the remaining way.

Leaked concept art from 2008 for the crashed chopper as Alyx and Gordon survey a distant structure.

Story-wise, this outline doesn’t go into detail over the next few hours of the trip, which most likely would be pure gameplay as the player, alongside Alyx, journeys in this new Arctic setting. In essence, it would be much like most of Half-Life 2 and episodes, where you have a clear goal but everything in-between is gameplay.

Eventually, Alyx and Gordon finally make their way to the coordinates sent to the Resistance by Dr. Mossman, who, as you’ll recall, had traveled ahead to the Arctic after the fall of City 17 and was the one responsible for locating the Borealis.

Unforeseen complications

Alyx and Gordon reach their destination, expecting to find the Borealis theirs for the taking; instead, they come across a Combine facility surrounding a large open field of ice and no Borealis in sight. The protagonists sneak into the facility looking for signs of the Borealis, but all they come across at first is a massive Combine lensing system and its apparent effects, as something fades out of view almost like a hologram – or, quite ironically, like an actual aurora.

Combine Advisors circling an unknown facility, most likely the one described above, in leaked Episode Three concept art.

Eventually, Gordon and Alyx realize the truth – this was, in fact, the Borealis itself, fading in and out of reality (aided by the aforementioned Combine technology). Dr. Mossman hadn’t provided the coordenates for where the Borealis is, but rather where it might arrive, as the ship was essentially oscillating in time and space. The Combine, having learned of this, had erected their massive facility to study and, if possible, seize the ship.

The main characters come up with a plan to board the Borealis at a moment where it phases into their location, but they are suddenly captured by the forces of an old friend… Doctor Wallace Breen, or rather, what’s left of him.

Breen-slug Begins

To the surprise of basically no fan of the series that has paid a second of attention to its foreshadowing, Breen’s back… sort of. The real Dr. Breen had indeed been killed in the collapse of the Citadel’s dark energy reactor, but the Combine had a backup – literally, a backup of Dr. Breen’s consciousness from an earlier point in time, which they basically shoved into a host body, most likely one of the slug-like Combine Advisor bodies (which also sheds some light into the true nature of these Advisors – they are most likely purely adaptable host bodies for the consciousness of whatever leaders the Combine has, not their actual original physical forms).

Although it doesn’t have all of the original Breen’s memories, this “Breen-slug” Advisor is wary and scared of Freeman, as it knew that Gordon was the one responsible for its original self’s death, although unaware of the specifics of ‘how’. Eventually, though, the Breen-slug makes it clear that it’s not quite content with its existence – while it does hold some power in the Combine hierarchy, it’s not at all happy with its new existence as a slug-like creature and ends up pleading for Freeman to end its life for good.

Alyx holds no love for Breen and doesn’t think its psychic remains deserve any better, but Gordon apparently pities this creature somewhat and the outline implies he does something to help end its suffering behind Alyx’s back. No details are given as to how, but if I had to guess, it probably involved some small puzzle or interaction – I’d imagine the developers would force players to be an active participant in this. I also think it’s oddly poetic that Gordon and Breen don’t go into some sort of all-out brawl at the end, but reach a sort of understanding and end things peacefully. It would’ve been so simple to just use Breen as a final boss for some climactic event but this, to me, is very Half-Life.

In any case, the plot must go on. Not far from where they were being held, Gordon and Alyx come across another familiar figure – Dr. Judith Mossman, apparently captured by the Combine after the events of her message from Episodes One and Two.

Whose side are YOU on?

If you thought Alyx and Dr. Mossman had made peace at the end of Half-Life 2, think again. Alyx is understandably still suspicious of Judith, who she now blames for the death of her father – a revelation that hits Judith, Eli’s love interest, hard. Judith manages to convince Gordon that she was always on the Resistance’s side and working as a double agent for Eli, but Alyx doesn’t buy it. Either way, Judith Mossman had resonance keys needed to bring the Borealis completely into this plane of existence, so the three once again joined forces.

The trio fights their way towards a Combine research post where Judith is successful in stabilizing the Borealis long enough for them to board it, closely followed by Combine troops. Not long after they manage to board the ship, it once again falls back into its unstable time-space oscillation, with the Resistance troops meant to support them arriving a moment too late to help out, being left behind in a bitter struggle against the Combine forces stationed at the facility.

Alone and surrounded by Combine on all sides, Gordon, Alyx and Judith have one final mission: take control of the Borealis’ power source, control room and navigation center.

An adventure in space and time

The blog post goes on a tangent, explaining the unknown history of the Borealis, the reason for its wibbly-wobbley, timey-wimey nature and, in the process, clarifying the chronology of the Half-Life and Portal series somewhat.

Around the time of the original Combine invasion, itself only a few months at best after the Black Mesa Incident, an earlier science team – clearly Aperture Science, specifically its “human” branch (meaning this is pre-GLaDOS, and therefore pre-Portal) – were working on a technology they named the Bootstrap Device, installed in the dry-docked Borealis. Its intended purpose was to create something of a forcefield, large enough to cover the whole ship, which would in essence teleport it to any chosen destination instantaneously, without the need for ‘portals’ a la Portal or the complicated devices of Half-Life and Half-Life 2. Keep in mind that, despite the interference in Half-Life 2 that led to Gordon hopping between locations, the teleportation devices in this game always require both an entryway and an exit. Taking further into account that the Resistance’s makeshift teleporters are still miles ahead of the Combine’s, this means that this Bootstrap Device, if functional, would essentially make all remaining teleportation technology, the crux of the series’ lore, completely obsolete. This should help elucidate why the ship is so important to the Combine.

Anyhow, it was at this time that the Combine started its mythical Seven Hour War, seizing control of all research facilities in the process (an interesting twist, given that there was no prior mention of the Seven Hour War involving the capture of research facilities; I think we all assume their bid for power would be eliminate all positions of power, but clearly they had more specific targets in mind). In a panic, the Aperture scientists decided to keep the Borealis and its Boostrap Device out of the Combine’s hands, opting to use its untested device to fling it far into the Arctic.

As per usual in the series, this big, unconsidered decision had unforeseen consequences. Namely, the Boostrap Device turned out not to just work in space, but also time as well, and specifically many places and many periods. It essentially got ‘unstuck’ in time and space between its point of departure in Michigan and its point of arrival deep within the Arctic, but flinging the ship even further into space and time.

This is where Gordon, Alyx and Judith find themselves now – in a mishmash of diverse time periods, simultaneously seeing the initial Combine invasion right as the Borealis vanished into time and space as well as the present fight between the Resistance and the Combine in the Arctic. Further still, the narration describes other worlds in either the future or the past, with Alyx believing this to be one of the Combine’s nexuses for launching inter-dimensional invasions.

Leaked concept art of a figure, presumably Gordon, in what was originally described as Xen… but could this have been planned to be in the Borealis?

As a desperate fight against the Combine party on-board continued, it was time to make a choice. Or, perhaps, the illusion of a free choice.

Time to choose, Doctor Freeman

In the midst of perhaps the craziest situation of their lives – and bear in mind this is a series built on interdimensional travel, borderworlds and conquering space slugs, so that’s saying a lot -, our would-be heroes struggle to understand their very own current state of being, let alone the right course of action. It soon becomes clear, however, that there are only two options:

Destroy the Borealis or save it for further study.

Characteristically, Dr. Judith Mossman wants to salvage the ship and its technology, believing its power should be studied and harnessed rather than destroyed. Alyx, however, is dead-set on fulfilling her father’s wishes to see it destroyed, and believes she can use it to strike a blow to the Combine in the process. Her plan is to set the Borealis to self-destruct and set its course towards the Combine’s aforementioned invasion nexus, even if it costs their lives.

Apparently, their argument becomes hostile and Judith ends up prevailing over Alyx, after which she sets off to settle the ship on ice and disable the Boostrap Device.

Then, a gunshot.

Judith Mossman falls dead, shot in the back (metaphorically speaking, although just as likely to be literal, perhaps) by Alyx. The choice had been made, at a grim cost. Left with no other option, Gordon follows Alyx in arming the Borealis, described as a “a time-travelling missile” aiming towards the Combine’s command center.

It’s the end of the road. Or so it seems, until…

Rise and shine…

You know who’s coming. The infamous and mysterious extra-dimensional bureaucrat we call “the G-Man” shows up. No surprise there, he always chooses this kind of moment to make his presence known.

But he’s not there for Gordon. Not anymore.

Alyx sees him and, despite having seen him only once as a child, recognizes him. He calls to her – “Come along with me now, we’ve places to do and things to be.” And Alyx follows. All Gordon gets is a snicker and a sideways glance from his former benefactor as both Alyx and the G-Man vanish into the ether through a doorway.

Gordon is alone, riding this time bomb of a ship Strangelove-style into the presumed Combine overworld. He sees a glimpse of the majestic and terrifying scale of his enemies and realizes the futility of it all, as the Borealis would be but a scratch in this empire.

Conveniently, the Vortigaunts show up.

Much like in Episode One, they peer through reality itself to snatch Gordon away, saving him at the last minute from his suicide mission. He gets a glance at the impact (or lack thereof) of the Borealis as he’s taken away.

And… that’s the end of Half-Life 2: Episode Three. Or, at least, Marc Laidlaw’s vision of it.


Apologies for basically rewriting Marc Laidlaw’s own take on his own story (or “fanfic” as he now calls it), but I wanted to break it down myself: A) in case it ever gets lost again, although I doubt it; and B) to help myself, and hopefully you too, make sense of it all.

My opinion? It’s got a couple really great twists and overall it is the direction the series was headed – by which I don’t mean to say it was predictable, rather, it was all set up pretty well in acts one and two of this story (i.e. Episode One and Episode Two). I am not, however, fond of the deux ex machina ending, but that’s par for the course in Half-Life, I suppose. It’s also not surprising, considering recent statements, that it wasn’t meant to be the end of Half-Life, although it surprised me more to find out it technically also didn’t close the book on the Combine. Unless they pulled something like The Avengers and destroying a Combine homeworld spontaneously killed off every single synth and transhuman soldier, which I doubt.

What I find most interesting, however, is Alyx’s own character arc throughout the intended storyline and her final interaction with the G-Man. Perhaps I’m reading too much into it, but this feels like Alyx’s descent into darkness, punctuated by murdering Judith Mossman in cold blood just to see her mission to the end. She’s clearly suicidal at the end and just wants to do what her father wanted, regardless of the obvious fact that he didn’t want her to die in the process. While the outline is very brief and lacking detail, she seems off the edge after his passing and willing to go to any means necessary, perhaps for revenge. She’s even petty with regards to Dr. Breen’s Advisor counterpart and its wishes to die, preferring to leave him to suffer rather than grant him some mercy. It would have been genuinely amazing – and heart-breaking – to see what the talented Merle Dandridge, as well as Valve’s talented team of animators and writers, would do with this broken and desperate Alyx Vance. Out of it all, this is, for me, the greatest loss in not playing this.

Leaked concept art of Alyx Vance from Episode Three. A darker, desperate take on Alyx?

As for the G-Man, well, I can’t say it’s a complete surprise to see him turn his back on Gordon like that, taking into account that the whole G-Man meta-arc in these episodes is Gordon escaping his grasp. It’s also not at all a surprise that he has such sway and control over Alyx; heck, I made a comic about it years ago. That said, it pretty much turns him at last from ambiguously helpful to full-blown antagonistic, meaning Half-Life 3 would definitely bring him to the forefront as a nemesis to Gordon Freeman. And not to mention the easy-to-miss fact that the G-Man would probably believe that Gordon dies with the Borealis, meaning a sequel would be the first game in the entire series where the G-Man is not aware of Gordon. Imagine how that would go, particularly now that his agent/slave of choice is a brainwashed Alyx with nothing to live for.

A brief final mention as well to the fact that this unequivocally sets Portal and its sequel after Half-Life. In that context, it seems to be implied that GLaDOS is also activated out of desperation – meaning, she was probably turned online as a defensive measure against the Combine, which, in a way, worked considering the Combine are clearly not in Aperture Science in the events of the Portal series. But on the other hand, everyone died anyway. Their research, though, was protected, so I guess, in the grand scheme of things, GLaDOS was… a heroine?

Altogether, this was the greatest surprise Marc Laidlaw could have given us, and I hope he doesn’t get into trouble over all this. I could go on to talk about the state of Valve and why I don’t believe this will see the light of day as a game at all, which is actually a post I’ve been meaning to write recently (before all this, coincidentally enough), but I think I’ll save it for another day. Hope you enjoyed how I completely re-narrated everything for no real reason and the brief conclusions I came to. If you wish to discuss any further, please leave a comment, I’m dying to talk more about this!

Credit to Combine OverWiki as the host of the images I used throughout the post and to Valve News Network for being the one who broke the news, at least to me. And a tip of the hat to the ever-brilliant Marc Laidlaw who found a way to release his intended plot for the game in a very tongue-in-cheek way. For me, this is the real Half-Life 2: Episode Three.


  1. Thanks for this post… It’s good to have a run through of the plot, helps point out any threads I may have read reading the original post. To be honest, this is a depressing way to send of the series, 20 years worth of narrative and story to be ended with a short post? Talk about an anti climax.
    Not to say the series is dead, Valve may well be working on a Half-Life game. However unlikely that may sound I still hold hope.
    In any case. Valve is working on something big, we’ve been hinted at this for the past few years now, and I’m most sure it’s something VR related… So maybe it’s time to put Half-Life to the back of our minds and Don our VR headsets? In any case I’ll never lose hope for a Half-Life 3, but I feel my mind can now rest easy.
    If anything, this “fanfic” if we call it that… Has really shown that the Half-Life community is still strong and eager for a sequel, I can see Valve getting a huge amount of backlash already. God knows what it’ll be like in a few months… Maybe they’ll finally take notice of the Immense demand for a new game.
    Anyways, this is where I get off. I’m sure I’ll be seeing you up ahead.

    • Thanks for your comment! I don’t necessarily agree that Valve is working on “something big” just because there were some mentions of a “Half-Life VR” here and there. Valve employees presumably can choose to work on projects of their interest so I wouldn’t be surprised if this were just some “rebels” trying to move a project forward with little to no backing.
      That said, I don’t know any more than you do, so I’m not saying to lose hope, but I personally don’t expect anything more than this. Marc Laidlaw wouldn’t have left Valve if there was a Half-Life project in the works.

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