3-19 and Tira observed the growing of Grey Guards inside the Shadow Factory. Tira took many opportunities to harass him, and openly mocked that, because of failures of his fellow Grade 3 Ols, the Shadow Lord intended for the Conversion Project to be their replacement. During the unveiling ceremony, 3-19 instructed the Grey Guards to leave the prisoner's waggon uncovered when they brought it into the Shadow Arena. They ignore him, however, and later use the unveiling to show their capture of Lief, Barda, and Jasmine.
Tira commanded 3-19 to begin the Conversion Project and administer the worms to the prisoners. Lief managed to convince him otherwise, however, by reminding him he would be releasing his replacement. 3-19 hesistated, and the Shadow Lord struck him down.
3-19, as a Grade 3 Ol, was capable of shapeshifting into any form he desired and retaining that form for as long as he wanted. Though mildly intelligent and observant, 3-19 was not clever enough to realise the impact of the Conversion Project on his kind.