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.
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.
In a last-ditch bid to save the light universe from Mantrid's drones, 790 discovers (way too late), that he can create self replicating drones of his own, to fight Mantrid. Kai and 790 hatch a cunning plan to distract Mantrid, long enough for him to make the mistake of moving too many drones around them, thus engulfing them all in a giant black hole, collapsing the light universe, and shooting the Lexx into the Dark Zone. Lyekka's pod is damaged, and she demonstrates yet more inexplicable talents, transforming herself into a Lyekka drone, and pulling Mantrid from his interface. She gets killed in the process, somehow lodging part of herself in Stan's mind..
In a dramatic survival episode, the crippled moth falls to Fire in the night. Duke and Fifi also crash. All of them have to make it to a city before the sun rises, or they'll fry. The Lexx team: Bunny, Xev, Stan, and the two Kai's find a wrecked gondola and pump it up. During their flight, they realise that there is not enough fuel to make it across the lava lakes, unless there is less weight. The protoblood Kai volunteers to jump overboard and walk through the lava on foot. Duke decides it's easier to just to sit in the desert and die, which worries Fifi a bit. Duke explains the Water/Fire reincarnation system. However, the Lexx team find them, and stupidly pick them up, unable to solve the moral dilemma. Bunny gets thrown overboard. Stan and Xev make it to tower of K-Town, and then defend themselves against mortal-Kai (who is really Prince), and Fifi.
On entering K-Town through a hole high in the wall, Xev and Stan have to deal with the tunnels and the demented inhabitants - the most evil of the souls incarnate. They meet some people who enjoy throwing rocks at them. Kai climbs up the tower, finds them, and then has a systems failure. They also meet Mantrid, who is devoid of memory, but highly encouraged by the idea that he is the greatest biovizier who ever lived. He participates in Kai's diagnostic procedure, does something stupid, and then Kai cleanses him. Xev and Stan manage to throw Kai off the tower to realign him, but it doesn't work, and he gets captured.
Xev retrieves Kai, who then dives to the center of planet Fire to rescue Stan. He has a little chat with Prince, who shows him Stanley in the red vortex evil soul repository, where they patiently await rotational incarnate torture with Prince for the rest of eternity. Xev liberates Kai by destroying Fire, then spiritual-Prince gains control of Lexx to destroy Water. The area is filled with good and evil souls, who fly off to Earth on the other side of the sun. Stan's frozen body revives, and he remembers nothing about his judgement.
The Net fills in the background material, explaining various plot threads and introducing others from the previous episode, "The Web."
Kai is brought before "The Commission", who, in a room full of candles, endeavour to civily interrogate him, exploring his human evil. Kai is not interested, and requests to be thrown off the tower. The adjudicatrix asks him whether he has killed anyone as an assassin. Kai then delivers his famous speech: "I have killed mothers and their babies. I have killed great philosophers and proud young warriors. I have killed the evil and the good, the intelligent, the weak and the beautiful, but it's been a while since I slaughtered a whole room full of petty bureaucrats". Meanwhile, Stan encounters an ametuer surgeon, who feels that he has parts that "he'd feel better without". Prince plays good guy, and dies saving Stan. He wanted Stan to love him. Xev plays with some girls who like bear traps.
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.
Kai and Stan search for Xev in a moth and luckily find her stranded, dehydrated, under a city spire. They fly down to the Garden, and meet three women who spend their day tending to stamens and other flower parts. In an atmosphere of serenity, Kai decides he will plant himself and decompose. Stan wants to stay and teach the gardeners how to please him. Xev longs for a man, and wants to go. Excitedly, the gardeners recreate the Lyekka plant using a hallucinogenic dream ritual. They court her to eat them, and she obliges. Stanley tells Xev that it was nice knowing her.
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