Level 3 is a level in the Campaign where the Marine finds out that he can use the Time Warp. This level also introduces the new Rocket Launcher CS-LitBro. The Marine moves through a Usurpation building similar to that of the previous level, with a more vertical arrangement.
Level 3 begins by starting where the player left off in Level 2. The Marine goes down an elevator and is prompted to use the Time Warp. He must use it quickly, as Usurpations quickly bear down on him.
A door begins to open on the left, exposing enemy soldiers; the Marine must take care of this quickly before the right door opens, allowing even more Usurpations to shoot at him. After killing the four aliens that attack him, the Marine moves down on either side, to the left or right. He then proceeds to kill the enemies there and jumps down the elevator shaft. All the enemies the player didn't kill have followed the Marine down the elevator shaft into the pool of water beneath. The player will proceed to kill these soldiers and go through a small tunnel.
After reaching the room at the end, an elevator comes down with two Usurpation Soldiers on it. After they're terminated, the elevator goes up when the Marine steps on it. One last enemy remains in a miniature arena. The Advanced Usurpation Soldier that awaits has a Rocket Launcher CS-LitBro. The Marine must kill it and pick up the prize, then proceed to stage right and exit.
- Minor/Major Usurpation Soldier - Basic, easy enemies, they carry Alien Rifles. There are 13 of them plus 2 more appears when Marine falls to the water.
- Advanced Usurpation Soldier - More advanced enemy, still easy, carries Alien Shotgun and one of them only carries a Rocket Launcher. There are only three Advanced Usurpation Soldiers.
- This level introduces the Time Warp feature. This feature can slow down time for a limited period of time, and is activated by pressing 'z'.
- There is another Usurpation Soldier that appears inside another door above the water that two more aliens teleported to chase Marine. After killing these two Soldiers, you can jump from the water, then stand in front of the door. You can see there is one alien inside. You can kill him by using weapons with good penetration. It's possible this Soldier was used to clone the other two (A process commonly seen in maps where enemies spawn in), and the developers simply didn't isolate him well enough.
- The size of this map is 19112 bytes.