Out of fuel, the crew of the Lexx has no other choice than to enter stasis while the Lexx drifts through space - looking for something to eat. 4000 years later, Stan and Xev find themselves awakened by the mysterious and cruel Prince, the first inhabitant of the two planets the Lexx has settled into orbit around to make it up to the ship.

Stanley is rescued from beheading in the nick of time, when Prince learns that Stan literally holds the "key" to his victory over Water. Meanwhile, Kai crashes down on Water, encountering May - the sole survivor of the slaughter of her city by forces from Fire.