Gordon emerges from the Ravenholm mines and finds himself next to a set of train tracks. He makes his way down the tracks while dealing with Combine snipers and soldiers and soon finds himself at a warehouse where a standoff between some rebels and Combine troops is taking place. When the former secures a victory with Gordon's assistance, they proceed to tend to Winston, the sole rebel who was wounded in the firefight and is now bleeding on the ground, while Leon, the leader, summons Gordon to the back room so that he can speak with Alyx over the radio.
Alyx is relieved that Gordon made it out of Ravenholm, but is in crisis as her father and Mossman have been captured by the Combine and taken to Nova Prospekt, a former prison that she says is now used for something far worse. She tells Gordon to head up the coast and meet her there and insists Leon lend Gordon a scout car so that he can get there himself without the Antlions getting in his way. He obliges, and sends Gordon out the back door where the car, a rugged buggy with a Tau cannon mounted on the front, is waiting on a dock.
Following a rocky start with getting the car off the dock, Gordon drives up the coastline to his first destination: New Little Odessa, a Resistance base run by one Odessa Cubbage. Odessa gives him a laser-guided RPG not unlike the one he used at Black Mesa, and he uses it to fend off a Combine Gunship sent to attack the base.
After defeating the gunship, Gordon continues up the coast road towards the next Resistance base at the Bridge, making his way past Antlion swarms, Combine checkpoints, and abandoned rebel outposts. Upon reaching the Bridge he discovers that the Combine have taken control of it and have set up a force field barrier preventing him from driving across. So he traverses the underside on foot to cut off the power supply at the other end, then makes a return trip while being harassed by another Gunship and drives through the now-opened bridge.
This chapter contains examples of:
- Antepiece: The Combine Rollermines introduced here might remind players of a dangerous version of D0G's ball, being shaped the same and pursuing Gordon in a similar way. The best way to kill them is the same as how the player first interacted with D0G: using the Gravity Gun to punt them away, preferably into the ocean or an enemy.
- Anti-Frustration Features: While fighting the Gunship at New Little Odessa, you'll be assisted by a group of endlessly respawning rebels. They'll supply you with rockets for your RPG launcher, which assures you'll have enough to take down the Gunship in case there's none left in the map to pick up.
- Antlion Monster: Antlions make their debut in this chapter.
- Backtracking: The end of the chapter sees Gordon backtrack across an entire bridge after deactivating a force field from the far side.
- Cool Car: The Scout Car, while not as well-constructed as the Muscle Car from Episode Two, makes up for it with a hood-mounted Tau cannon and infinite SMG ammo crate on the back.
- Egopolis: New Little Odessa, the Resistance base run by Odessa Cubbage.
- Gaia's Lament: It's extremely apparent that the height of the sea is much lower than they ought to be, a side effect of the Combine plundering Earth's resources.
- Railroad Tracks of Doom: You're driving a buggy down a train bridge, a stopped train taking up one of the two tracks. You're halfway across when you suddenly hear a blaring horn...
- Roaring Rampage of Rescue: Gordon's first one starts here, as Eli and Mossman are in need of saving from Nova Prospekt.
