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In search of food, Kai arrives in Gametown, a floating city inhabited by aerobics enthusiasts who play basketball all day. When Stan fails to keep up his half of a bargain with Prince, Kai is stranded in the city.
The Lexx crew is attacked by balloons under the command of Prince. The slow-motion ballet of destruction ends with Xev being stranded on the burning desert surface of Fire while Stan and Kai escape to the orbiting Lexx.
Back on the Lexx, Stanley decides blowing up Fire and having the ship eat the debris would be the easiest way to get it up and running again. He orders the crew to fire the next time they are pointed towards the planet
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.
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.
Stan and Kai search for Xev and find her footsteps crossing the inhospitable surface of the planet Fire. Her tracks lead to Girltown. Queen develops a strong interest in Stan, but his needs and hers turn out to be very different.
A city on the planet Water has been destroyed by balloons by planet Fire. May, the lobe survivor, is brought to the Lexx where Stan soon falls in love with her. Deathly ill, Prince offers to cure her and a fateful deal is struck.
After four thousand years of cryo-sleep, the Lexx crew awakens to find their non-functioning ship caught in the orbit of a binary planet system. The crew is soon drawn into the never-ending war between the two planets.
Kai and Xev fly to Prince's headquarters to try to bring back Stan. Kai descends into the core of Fire while 790 persuades Xev that the only way to recover Kai is to destroy the planets, which unleashes unforeseen consequences.