On Cluster, the capital of the league of 20 000 planets, a ship with the power to destroy planets lies waiting for it's master - "His Divine Shadow". But the soon to be executed rebel Thodin has his eyes on it too, and mangles the city's computer system while engineering his escape. Using the chaos that erupts, the death sentenced security officer Stanley Tweedle and the escaped "love-slave" Zev evade capture and eventually team up with Thodin... with the undead assassin Kai following, with orders to kill them all.

Zev decides they should go to Brunnis, the original home of the Brunnen-G, in hopes of finding something that can prolong Kai's life. When they arrive they find it barren, except from holographic messages left by the eccentric "Poet Man". As they enter the library, they are totally unaware that back on the Lexx Giggerota has sprung back to life and plots to steal it with the help of the remaining Divine Predecessors.

The Lexx is forced to land on a planet to eat and replenish its energy supply. While they wait, Stanley and Zev go outside to bury Kai, who seems to have run out of the protoblood that kept him functioning. On their way back, Zev insists on investigating a structure. Too late they discover that it is filled with insane people obsessed with getting "clean bodies" to make "pattern."

Kai is running out of protoblood, and a desperate Zev forces Stan to set course back to the Cluster through the fractal core. When they arrive they find they entire planet barren - everybody killed in "the cleansing", in preparation of the birth of the Gigashadow.

Possessed by remnants of His Shadow, Kai convinces Stanley to return to the ruins of Cluster in the Light universe to search for more protoblood. They find insect larva, but it is dormant and can't produce protoblood. So Kai insists on taking it to Mantrid, an infamous scientist that might be able to revive it.

Stanley messes up the cryo-stasis revival procedure, and Kai reverts back to His Shadow's assassin for a moment, puncturing Stanley's heart. With Stanley in stasis they locate an orbital medical facility, though without any funds, they are turned down until Zev threatens them with the Lexx.

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.

The Lexx intercepts a transmission from the Luvliner sex-satellite, and Stanley steers the Lexx towards it - eager to finally get some "action". But when they arrive, things aren't exactly as advertised.

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 is captured aboard a pleasure transport by the committee of justice for the 94 reformed planets - and charged with the murder of 685 billion people.

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.

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 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).

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.

Xev starts quite a commotion when the Lexx lands on a planet inhabited only an order of monks, none of whom have ever seen a woman before...

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.

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.

Stanley is trapped inside a nightmare after entering a dream-enhancing machine. Meanwhile it's proprietor discovers that the destruction caused by Mantrid's drones has reached a galactic level.

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 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.

As the Lexx approaches the centre of the universe a strange building appears out of nowhere... with the Brunnen-G battle song emanating from within. Going inside, the crew discovers a theatre troupe performing the history of the Brunnen-G. They ask Kai to play his part in the story - the starring role as it turns out.

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?

With only hours to go before Mantrid has demolished the universe, Stanley comes up with the idea of creating their own army of drones based on 790 to combat Mantrid's. But is it too little too late?