Kai in the sky
One of Prince's airships approaches May's citadel. Kai hijacks the airship and dispatches the crew. He brings May aboard, and she tells Kai that Xev isn't on Water.
The airship travels to Fire. As Prince watches it approaching, May fires a crossbow and hits him in the chest.
Xev pulls out the arrow. As he dies, Prince makes Xev promise, "you won't let Water destroy us."
A matter of Prince-ipal
Prince's men sound the alarm.
Stan meets and is immediately taken with May. Kai confronts Prince's guards, receiving a sword in the stomach and several arrows in the chest before returning to the airship.
Prince's acolytes prepare an elaborate ritual using Prince’s body. Kai sets course for Water. May gives her pipes to Stan.
As the balloon ship traverses the Center Orbit umbilicus between Fire and Water, the Lexx appears in their path. Kai uses his brace to grapple and board the
’s eye. May asks Stan to destroy Fire for her.
On Fire, the acolytes immerse Prince in a white-hot pit. The corpse screams.
So that's where they come from
While Stan and Xev debate the morality of destroying an inhabited planet, a black boot kicks over the cryo-pod control console.
Stan asks the Lexx if it has enough power to destroy Fire. Kai points out that the question if moot until the ship – which has no power to maneuver – is again pointed at the offending world.
Meanwhile, May is in pain. Stan brings her to the cryo-chamber and hooks her up to the protein regenerator.
Xev notices that the pod control console is broken. They crew also discovers the protein regenerator is inoperable after the Lexx's 4,000-year journey.
With the console broken, they cannot put May on ice until the regenerator gets repaired. Stan finds May attractive, and promises to fix the device.
In the moth birthing chamber, Kai activates two moth breeders and orders them to construct two moths. As he explains to Xev, the breeders were once prisoners of the Cluster. They were altered and had the parts of their brains and bodies not needed for moth breeding removed.
Stan arrives and asks Kai to order 790 to help him with May.
Shot down in May
Kai tells 790 to repair the protein regenerator. The assassin agrees to act as 790's hands.
Xev argues that May deserves to die for killing Prince. The conversation gets heated, and Stan and Xev attempt to strangle one another.
After Xev storms off, May slips even closer to death. She tells Stan, "I would have liked you Stanley. I know I would have."
790 discovers that one of the protein regenerator components has gone missing. Xev returns and gives it to Stan as a peace offering. Stan and Xev apologize to one another.
The missing part doesn't make a difference. One of the regenerator's sub-components isn't working, and 790 tells Stan that they need to disassemble the regenerator to locate and repair the offending component.
Stan tries the time-honored "whomp on it to make it work" repair method, but 790 reports that it is too late. May is dead.
Stricken by the news, Stan asks his friends to leave him alone. Xev and Kai go to check on the moth breeders' progress.
Pleased to meet you; hope you guessed my name
Stan hears the echo of May's voice. Prince appears and offers to bring May back to life if Stan agrees to blow up Water.
However, not even Stan is willing to obliterate an inhabited planet to save one person. Prince applauds him and tells Stan he just passed another test.
Prince disappears. Alone again, Stan calls out, "I agree. I'll use the Lexx to blow up Water if May can live."
May comes back to life. She and Stan kiss.
The Lexx's orbit brings it in sight of Water.