The Lexx is captured by a web-like organism that tries to devour it. The creature takes control over Stanley, using him to fool the others into thinking that the danger is over.

Prince makes a deal with "790"; "790" will help destroy Xev and Stan; and Prince will attach "790" to a human. On Lexx, First Lady Bunny, Stan and Xev play "Truth or Dare", but it's all a ploy for Bunny to murder Stan and Xev.

The Lexx intercepts the porn-flick a nearby space transport is running as entertainment, and Stanley orders the ship to head for the source - believing it to be an actual distress signal. But when they arrive, they find only the wrecked remains of the transport, with the hazardous material it was transporting leaking out.

Without the key the Lexx can't do anything, so Stan and Xev decide to settle on Earth. They pick the quiet country town of "Prime Ridge", but soon manage to stir up trouble.

As the Lexx flies away from Earth toward a new planet, the crew discovers a strange organic bulb on the galley counter. The bulb opens and reveals two round berries and a small potted plant. A holographic image of Lyekka's face appears and informs the crew that this is her thank-you gift for their helping her on Earth. Lyekka tells Kai the potted plant - a Yowraa-Taang - will open and bloom if he sings to it. Stan and Xev have been given the berries, which Lyekka says are the rarest and most exquisite delicacy in the two universes.

The Lexx takes aboard 5 youths in who've drifted in space for 300 years in cryo-stasis. With nothing better to do they decide to party, until one of them corrupts Kai's programming, turning him into a psychopathic killer.

The Lexx is forced to land on a mysterious planet to seek help when Stanley collapses. Unfortunately, the place has a strange effect on the dead, as Kai goes off on his own reciting poetry, while the corpses buried nearby arise at night to devour the living.

As Mantrid is eating up the universe with exponentially increasing speed, Kai sees the Lexx's only option as traveling to the center of the universe, hoping to discover a remaining portal to the Dark Zone. But on their way, they fly into a giant living "web" and then everything goes blank...

Gametown is attacked by Duke's forces in the stolen moths, though Kai manages to take back one and return to the Lexx with Bunny. Trying once more to go down to Water for food, Stanley decides they should go to Boomtown - the "all sex all the time" city... Meanwhile, Duke moves against Prince on Fire.

Going to Transylvania to check up on Kai's lead, they are all invited to dine at Lord Dracul's table for the Walpurgis Night feast.

Stanly discovers that a woman bearing an uncanny resemblance to Lyekka is working in the porn industry, and decides to seek her out at the latest shoot. Xev starts acting strangely and having blackouts.

They're back on the Lexx, but Stanley is under the witches' spell, who want Kai's protoblod for their master.

As the alien carrot probes start to infest more and more of the planet, Prince sees his best option to escape up to the Lexx. Unfortunately, one of the killer vegetables follows him up there...

Xev demand they investigate an abandoned world, still transmitting TV signals. The computer host offers them parts in different TV shows, though they had better get good ratings or they'll end up canceled...

Stanley discovers much to his dismay that they aren't alone on the Lexx. A family of hillbilly farmers has been living there in hiding, and decides to seize control of the ship and return to their home planet.

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.

As Stanley wakes from a dream, he finds a beautiful female bearing a startling similarity to someone he used to know next to him. Just as he and Kai are trying to figure out what make of her, they make first contact with astronauts from the isolated planet Potatohole.

Norb is found floating alone in space, nearly out of oxygen he is taken aboard. To their horror, it turns out he has been modified by Mantrid, and releases a handful of drones who begin tearing the ship apart, building new copies of themselves.

Xev is forced to adapt to life in prison, and Prince decides it's time for Stan to give him the key to the Lexx. Meanwhile, a new threat arrives from space - an army of carrot-like mechanical drones that start to devour anybody they come across.

Wanted for murder, and the whole area swarming with police and FBI, Stan, Xev and Kai seek refuge in "Mort's Funeral Parlor". Mort takes an unusual interest in Kai's protoblood, hoping it can bring back to life his one true love.

While the president finds himself haunted by Prince in the form of a TV set, Stan, Xev and Kai are abducted by Field Commander Moss, leader of the American Freedom Rangers, a para-military group devoted to freeing the American people from the grip of the Beast - Izenbar Prince.

An asteroid mothership appears out of the blackness of space. A metal hatch opens and a tadpole-like creature shoots out and heads for the Lexx. Stan awakens from a nightmare in which he was eaten by Lyekka and discovers that the alien mothership is hovering outside of the Lexx. Before he can finish telling Xev and Kai what he has discovered, an alien who has assumed the physical appearance of Lyekka from Stan's dream appears on the Lexx.

A huge alien asteroid mothership plummets to Earth and crashes into the Pacific ocean, causing a great disturbance off the coast of Japan. Inside, Lyekka prepares to devour "Japaneseland". Kai and Xev take a moth down to Earth to retrieve Vlad's cryopod control unit, which will replace the broken one on the Lexx. Fearing that Lyekka will consume the entire universe if she is not stopped, Xev and Kai decide they must take action to stop her.

The Lexx is forced to respond to an emergency signal on a nearby planet, when Lyekka awakes - hungry. They find a crashed ship, seemingly empty except for a cyborg body (which 790 decides to make his own).

Stanley's broadcast for help against Mantrid brings them in contact with Brizon, designer of the Lexx and Mantrid's teacher. He claims he can shut down the drones, but can he be trusted?