Kai agrees to play a high-stakes game of chess with Prince. If Kai wins, Prince will return Kai's life-essence. If he loses, Stan and Xev must forfeit their lives.

The crew realizes that they are still ensnared in the web. They soon discover that the net has control over the Lexx and Stanley's brain.

The crew encounters Mantrid, the former Bio-Vizier for His Divine Shadow. Mantrid claims he is able to provide the proto-blood necessary for Kai's continued existence, but he has an ulterior motive.

Xev and Stan find their way into the towering city they landed on, but discover the inhabitants aren't exactly the friendliest or sanest around when they get help from a disturbingly familiar figure after Kai malfunctions.

Prince visits the Lexx, warning of "Earth's date with destiny." Emotions run high as Kai begins to feel again and the Lexx's health is ailing. The alien mother ship reaches Earth.

With their moth damaged in the battle with Duke's forces, Stanley, Kai and Xev are stranded together with the living Kai and Bunny on the deserts of Fire. They find an abandoned balloon, but it does not have enough fuel to carry them all to the nearest town until Kai volunteers to go the rest of the journey on foot.

When Xev and Kai are separated, Xev hitches a ride with a Texan named Rooster. He and his lovesick lug-head friends vie for Xev's love. Kai's search for Xev leads him to a weird scientist who believes the Earth is in imminent danger.

Kai escapes with Bunny to Boomtown, a place where everyone has uncomplicated sex all day long. Stanley finds everything he's always wanted, but the utopia of Boomtown is destroyed when the city is attacked by Duke and Fifi.

Xev is forced to adapt to life in prison as she is exploited by the Warden and his wife. Prince decides it's time for Stan to give him the key to the Lexx. Meanwhile, an army of carrot-like mechanical drones arrive and start to devour anybody they come across.

The latest reincarnation of The Divine Shadow is flawed. A series of events unfold that cause the destruction of the Shadow's power and allow a group of accidental rebels to steal the most powerful weapon in the Universes, the starship Lexx.