As the crew of the Lexx desperately flee Mantrid's army of robot drones, they encounter a strange, floating theater in space. Once they are inside, an elaborate musical production begins that recounts the history of Kai and his people, the Brunnen-G, and their battle against the Insect Civilization. Kai and Xev both find themselves taking part in the musical: Kai as himself when he was alive, Xev as Kai's unnamed lover. At the episode's end the musical's message of proudly fighting even in the face of sure defeat convinces Stanley Tweedle to join his friends in battle against Mantrid.
After being adrift for 4332 years, Lexx comes into orbit of the planets Fire and Water. Leader of Fire, Prince, heads an expedition in a balloon to intercept the Lexx. He brings back Stan and Xev to Fire, discarding Stan as of little use, and setting him to torture. He tries to woo Xev, and she nearly falls in love with the romantic ruler of a dramatic planet. Kai wakes up, repairs 790, who becomes fixated upon him, and then (having no moth) he decides to long-jump down to planet Water, to find the crew.
The Net fills in the background material, explaining various plot threads and introducing others from the previous episode, "The Web."
Stan is having bad dreams and Xev tells him to do something "mighty" to feel better. Stan accidentally blows up a robot-manned Magnesium plant, after the robot administrator tells him of the Narco-Lounger, that allows people to enter and control their dreams. Fruitcake, a past customer of the Narco-Lounger tells the owner of Narco-World about Patches in the Sky, which are Mantrid's Drones destroying the whole universe. Stan and crew arrive and Stan uses the machine to enter his dreams. There he dreams of being chased by the now dead robot administrator and Giggerota. Xev must enter to save him, while Kai struggles to save them both.
A sinister, alien creature comes aboard the Lexx and possesses the ship's hapless captain, Stanley Tweedle. The ship's robot, 790, attempts to alert the crew that something is wrong with Stan, but by now they've all gotten so used to 790 abusing Stan that nobody takes 790's warnings about Stan seriously. The Web tells the story in a relatively straightforward manner, while The Net fills in the background material, explaining various plot threads and introducing others.
Stanley begins plotting how to destroy the planet Water without alerting Kai and Xev, or steering the starving Lexx. May gets better or worse, depending on his attitude. After waking the moth breeders, Kai goes to Gametown to find some food for Lexx. Gametown is a floating city inhabited with aerobics enthusiasts who play basketball all day. There is one inhabitatant who is not quite right: Fifi. He doesn't play the games by the rules, and he quickly betrays everyone, by stealing all the moths and food, then heading over to Fire, to surrender himself to Duke, so he can destroy Water. Stanley's attempts on Water are foiled by Xev, who nearly strangles him, then smothers him with her breasts. May ridicules him, and heads off with Prince.
When Stanley Tweedle becomes gravely ill, the crew of the Lexx take him to the planet Ruuma. There they encounter a ghastly family: the father, Roada, is a scheming sleaze; the mother, Hidea, is a shrew; the daughter, Lomea, is a surly goth teen. Ruuma has the power to bring the dead back to a kind of shambling life, and the many corpses of His Divine Shadow's earlier bodies reside here, constantly trying to break in and devour the family. It was Roada's job to look after the bodies when the Cluster was still in operation, but now he's losing control of the situation and it seems the family won't survive long.
After jumping down to planet Water, Kai finds the beautiful May; the lone survivor of an attack on a Water city. He requisitions an attacking gondola, and sails over to planet Fire. After realising Stanley is the key to the Lexx, Prince brings Stanley back into the picture; dismissing his torture and near execution, as merely "a test". After all being rescued by Kai, May begins to convince Stanley to destroy Fire. Lexx is starving, and they become aware of how stuck they are. As May lapses into death from a small wound on her shoulder, Prince comes to Stanley as a ghost, and tells him that he can have May forever, if he destroys planet Water.
Kit (now named Norb) runs across a giant Candy House Satellite. Suddenly, its consumed by Mantrid Drones, who then begin to chase Norb. Norb barely escapes by ejecting as his Charger is overrun by drones. Lexx and the crew hear his distress call in space and pick him up. Once inside he acts different and suddenly his body comes apart to reveal 5 Mantrid Drones. In the process, Norb/Drones kill 790. He also delivers a message "Let the contest begin" from Mantrid. Kai and Xev use Kai's protoblood and a protein regenerator to bring 790 back. The Drones begin to "eat" Lexx and make more drones. The Lexx must reverse its partical drive to save itself.
When 790 reluctantly reveals that Xev has a built-in expiry date that's soon up, the Lexx heads to the planet Woz where the only remaining love-slave transformation device is.
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