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.
A city on the planet Water has been destroyed by balloons by planet Fire. May, the lone 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.
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.
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.
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.
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.