Stan is in the middle of a dream in which he asks a woman out on a date. She rejects and mocks him.

The spore roots itself to the ceiling. A naked, slime covered woman emerges from it. She explores the bridge and returns to Stan's room.

The sound of a woman giggling awakens Stan from his slumber. The spore woman emerges from the shadows.

Stan recognizes her as the woman -- Lyekka -- from his dream and calls her by that name. She answers to it.

Lyekka tells him "I'd like to dance with you." When Stan asks how she got there, she tells him, "I came from your dreams."

A shuttle pod -- the Eagle 5 -- leaves the planet Potataho. The captain, whose name is Moss, recites a prepared speech about their mission to "travel beyond that great ion cloud that shrouds our small planet it silence and isolation."

The ship pierces the ion cloud and passes into normal space. Moss and his crew -- Boosh and Bando -- contemplate the starscape in front of them.

Kai asks Lyekka, "What sort of thing are you?" She tells him that she is a plant, and that she came from Stan's dream.

His curiosity satisfied, Kai tries to return to his pod. Stan convinces Kai to help him solve the mystery surrounding her appearance.

Boosh calls their journey the ultimate fantasy -- being the first people from Potataho to make contact with alien life. Bando disagrees, arguing that his ultimate fantasy is an all-expenses-paid dream date with a supermodel "who only wants me for my body."

Moss dreams of values, "the quiet, good, simple life we have back on Potataho." His idealized simple life revolves around gardening and his beloved Becky Boo.

Boosh interrupts the conversation to report a signal. He pipes the sound of 790's weeping into the cabin.

Back on the Lexx, Lyekka watches as 790's mournful poetry slam continues. Stan explains to her that Zev was a crewmember until she died, sparking a fresh outpouring of grief from the robot.

Lyekka tells Kai, "I like Stanley better than I like you." When the assassin asks why, she tells him, "I don't like dead things."

Kai tells Stan that he does not understand what Lyekka is. Lyekka tells Stan that she is hungry, but before Stan can deal with either the mystery or Lyekka's hunger, Moss hails the Lexx.

The crew of the Eagle 5 looks out at the Lexx. They watch as a moth emerges from the ship and flies over to meet them. Kai signals for them to come aboard.

Kai escorts the Potataho-heads - dressed in pressure suits and helmets - to the bridge. Moss adopts the universal attitude of the culturally superior and speaks to the Lexx's crew in a loud, slow voice, the better to make himself understood.

He offers them a potato, "a symbol of the fertile soil of our beautiful planet."

He continues to slowly introduce his crew until Kai tells him, "We can understand you." Stan introduces himself, and tells the crew of the Eagle 5 they can remove their helmets.

Moss asks Stan about the Lexx. Stan asks the Lexx to explain itself to the visitors. The ship tells them, "I am the Lexx," and leaves it at that.

Lyekka is more forthcoming. The men of Potataho appear quite taken with her.

The sight of a female allows Moss to make the intuitive leap that the Lexx’s crew members are in fact humanoids. Stan clarifies that while he is human, Lyekka appears to be a plant, and Kai was human until he died.

Having digested this news, Stan takes the visitors to the galley for a more substantial meal. Moss is interested in the ship's food creation system, but Stan is at a loss to explain it.

Each of the visitors orders a different potato dish -- sweet, scalloped and fried. The Lexx extrudes a stream of thick slop into each of their food bowls. Stan assures them that "it will taste potato-like, if you use your imagination."

Stan offers Lyekka a meal as well. She tells Stan that she isn't hungry for potatoes.

After a few lighthearted questions about Potataho. Moss becomes defensive and praises the planet’s great people and their great values.

He tells Stan about his little Becky Boo. Bando states a preference for his own Sally Soo while Boosh extols the superior virtues of his beloved Mary Moo.

After dinner, Moss asks Stan if he's ever come across any other intelligent life forms out in space. He explains that Potataho is inside the great ion veil, and is therefore unable to detect signals from "the great unknown yonder."

Moss turns his questioning to the operation of the Lexx. Kai watches the Eagle 5 explorers and Lyekka with equal suspicion.

Stan explains that the Lexx obeys his -- and only his -- commands. "For instance," he tells Moss, "if I was to say, 'Lexx, blow up that small planet . . .’"

The literal-minded ship complies, and a nearby planet goes up in a spectacular explosion.

Unfortunately, the blast also destroys the Eagle 5. With no other way to get the explorers back home, the Lexx sets course for Potataho.

Later, as the crew sleeps, Moss orders his men to split up and explore the Lexx. They agree to meet up in one hour.

Bando searches the bridge, finding Lyekka's spore pod. He then encounters the humanoid Lyekka.

She asks him, "Would you like to have me, Flight Officer Bando?" Bando responds by kissing her.

He finds himself apparently living out his supermodel fantasy. Lyekka is cast in the role of the model.

The date continues, and the innuendo flies. Bando's voice suddenly speeds up, smoke begins pouring from his ears, and his head stretches like an over-inflated balloon until it rises from his shoulders and floats away.

Back in the real world, Bando's body gets drawn into Lyekka's spore form.

Inside the ion veil, a broadcast from Potataho urges citizens to pray for the safe return of the explorers. A technician tries to interrupt the broadcast with urgent news.

Two in the Boosh

Boosh finds Moss in the cryo chamber and reports that Bando is missing. They split up to search for him.

As luck would have it, Boosh finds Lyekka in the shower, He watches as she stands under the spray and drinks an astounding quantity of water.

She tells Boosh, "I was really thirsty, but I'm still kind of hungry."

Kai watches from the shadows as she seduces Boosh. When he touches her, the explorer finds himself living out his own fantasy.

He floats in zero gravity aboard the Eagle 5, dressed in a tuxedo. Moss and Bando are in their seats, watching television in their pajamas.

Lyekka knocks on the pod's window. Boosh rushes over in time to see Lyekka disappear.

She reappears and enters the ship. He presents her with the special first contact potato he's been saving since his childhood.

Lyekka's spore form consumes Boosh. Kai stands by and watches as Boosh's boot drops to the deck.

First Alderaan, now Potatoho

The Lexx passes through the ion veil.

Kai awakens Stan and shares what he has learned about Lyekka. He reports that she consumed Boosh and Bando.

When Stan asks if they can save Moss, Kai tells him, "I have no motivation to save Moss from Lyekka. Or Lyekka from Moss."

The Lexx closes in on the coordinates where Potataho used to be.

Moss demands to know where Boosh and Bando are. Stan feigns ignorance.

The Lexx reports their arrival at Potataho. The planet isn't there. Moss is devastated at the disappearance of "sweet Potataho."

He accuses Stan of blowing up the planet. In the middle of his rant, Moss notices Boosh's boot on the deck.

Stan denies his involvement in Boosh's death, and blames it on Lyekka. Moss concludes that Kai is responsible for the murder, and goes to confront the assassin.

A rolling Lyekka gathers Moss

Lyekka returns to the cryo chamber and removes Zev's urn. 790 strenuously objects.

Moss arrives, looking for Kai. Lyekka admits that she ate Moss's missing crewmates. Moss chases her.

Stan and Kai arrive. 790 promises that if Stan saves Zev's protein, "I'll never say another bad word about you ever again. I promise."

Lyekka and Moss confront each other on the bridge. Kai, Stan and 790 arrive.

As Moss moves to attack Kai, he touches Lyekka. This contact hurls him into his fantasy about gardening on Potataho.

Lyekka is there with him. He waters his garden. His "crop" is a field full of living human heads.

Stan and Kai watch Moss disappear into Lyekka's spore form.

The new model

Zev's urn drops to the deck. 790 screams. He tells Kai to use his brace to destroy Lyekka.

Before Kai can act, Stan asks Lyekka to explain. She tells them that she used Moss' and Zev's protein to make a present for Stan.

Stan's "gift" drops out of Lyekka. It is a woman.

790's eyes go wide at the sight of her. She calls Kai, Stan and 790 by name.

Lyekka tells 790, "I had to go on your description. I hope she's okay," then says she has to rest. Kai promises that they will try to find a suitable planet before she gets hungry again. She returns to her spore.

The new Xev greets Kai. She suggests that Lyekka might be able to bring him back to life, but he reminds her that he no longer contains protein.

Xev sets off in search of cluster lizard skin she can use to make clothing. Stan, Kai and a cackling 790 contemplate the return of their friend.