His Shadow dominates the galaxy, and has built the Lexx, an insectile space ship that is a super weapon planet killer. A group of renegades plans to break free of jail and steal the Lexx. Their jailbreak releases some other strange prisoners: courier Stanley Tweedle, Zev (partially converted love slave, part cluster lizard), and the cannibal Giggerota.
The renegades are all killed trying to steal the Lexx, but in the confusion, Stanley Tweedle gets the key. So he steals the Lexx, and escapes into the Dark Zone with Zev, 790 (a robot head in love with Zev), and 2000 year dead assassin Kai, last of the Brunanjee. The Lexx also has all of His Shadow's ancestor brains.
The crew encounter the cannibal Giggerota again, eating His Shadow's brains. They travel to the Brunanjee homeworld, whose sun is being stopped by large machines from going supernova. They find a strange library on the planet, and even stranger librarian [Tim Curry], who wants to breed with Stanley.
(I missed the second half of the episode) Giggerota destroys the machines, and hence the sun.
The crew land on a rubbish dump planet, to bury Kai, who appears to be really dead this time. Stanley and Zev separate. Zev is captured and offered in trade for Pattern. Stanley, searching for her, meets Whist, who wants more Pattern, and infects him with something.
Kai is revived by the worm creatures, but then rejected as being really dead. He rescues Zev and Stanley, and kills the mother worm.
(I missed the first half of the episode) Kai needs a supply of proto-blood
Zev uses a cluster lizard to get a supply of proto-blood to Kai. His Shadow takes over a dead priest, and is revealed to be an insect plotting to destroy humans. Stanley is captured by pirates, but it was a ruse, and he destroys them. The three lure His Shadow into the fractal core, and destroy him and it, stranding themselves back in the Dark Zone.