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.

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...

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.

Out of fuel, the crew of the Lexx has no other choice than to enter stasis while the Lexx drifts through space - looking for something to eat. 4000 years later, Stan and Xev find themselves awakened by the mysterious and cruel Prince, the first inhabitant of the two planets the Lexx has settled into orbit around to make it up to the ship.

Stanley is rescued from beheading in the nick of time, when Prince learns that Stan literally holds the "key" to his victory over Water. Meanwhile, Kai crashes down on Water, encountering May - the sole survivor of the slaughter of her city by forces from Fire.

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.

Back on the Lexx, Stanley deices blowing up Fire and having the ship eat the debris would be the easiest way to it up an running again, and orders it to fire the next time it is pointed towards the planet. Xev demands Stanley let her take a turn as captain, and starts looking for ways to transfer the key from him to her.

Xev's tracks lead to Girltown, and Kai goes in to look for her, while Stan waits outside - where he manages to get himself captured. There he meets Queen, who quite literally wants his body...

Kai and Xev are separated when their moth crashes on Earth. The loveslave ts picked up by a lovestruck Texan who proposes to her, while Kai gets mixed up with a group of UFOlogists while searching for her.

Stanley gets a visit from Prince.

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.

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.

Kai, Xev and Stan stop off in Las Vegas as they wait for a space shuttle that Priest is arranging for them. Without a moth, the shuttle is their only means of returning to the Lexx. They check in at the King Tut, an Egyptian-themed hotel that is run by a group of mobsters. In the hotel room, Stan sees an ad for Slave Girls from the 18th Dynasty on the television and decides to order "room service" for himself. Xev discovers a female wrestling cage match is taking place on the premises and decides to enter, not realizing that it is fixed so that the casino can extort money.