Upon arriving in Boomtown, the crew is treated to a banquet of fresh fruits. During the meal, a Boomtown bohunk -- Root -- subjects Xev to an extended "food as sexual metaphor" spiel like something out of Tom Jones, replete with references to ripeness, depth, hardness and length. During this discussion, Stan runs off with Peach, one of the local lasses.

Bunny tries to seduce Kai. Kai saws off and reattaches his arm to demonstrate that he is literally -- rather than just emotionally -- dead.

Duke tells Fifi, "there must be only one ruler, and that ruler must be me." To achieve that end, the moths approach Prince's city.

Stan feels he's found a home in Gametown, with its enthusiastic, sexually brazen, not terribly discriminating women. Stan's pleasure requires a judicious measure of network-induced blurring as his partners join him in various states of inappropriate for younger viewers style undress.

Elsewhere, Root invites Xev to join him on a sexual journey. Meanwhile, Kai asks Bunny why all the Boomtown sex doesn't produce children. She tells him that the only thing that results from sex is fun. She again tries -- and fails -- to seduce the dead guy.

Duke's men chip away at the tower supporting Prince's city. Prince assures May that he will defeat Duke. He insists, "I rule this planet. I always have and I always will."

While his forces continue their attack on Prince's tower, Duke and Fifi return to Duketown to wait for Prince's attack. Duke explains that Prince will come after him, "so that I will kill him." Fifi asks why Prince would want Duke to kill him. Duke tells Fifi, "You have much to learn my friend. Much to learn."

Stan catches his breath after a sexual experience that was "the definition of totally, completely, a hundred million times beyond perfection." Although Stan hopes for a post-coital cuddle, the women of Boomtown have something else in mind. Peach leaves, and Stan is joined by Pear and Plum, leading him to muse, "I'm in an orchard."

Duke's chief goon paints a prisoner with petroleum. Duke intervenes before the chief burns the prisoner. He gives Fifi the chief's job and tells him to take care of the old chief. Fifi douses the man in crude and gleefully char-broils him. An alarm sounds, signaling Prince's arrival.

Prince tells Duke they should fight together against Water. Duke agrees that Fire needs to be united under a single ruler, but feels that he, not Prince, should be that ruler. They look across the plain and watch as Prince's city topples.

Duke opens a canister on his belt, removes a small grub, and feeds it to May. Prince smiles as he realizes May is betraying him. He tells Duke he is ready to die. Duke explains to Prince that he won't die, "but you will suffer."

May grabs Fifi's crossbow. She shoots Prince. Prince thanks her. Prince dissolves. When Fifi asks why he wanted to keep Prince alive, Duke explains, "Alive he is no threat, but dead he will come back to haunt us."

Back in Boomtown, Xev does a back bend while Root eats grapes off her exposed midriff. Although Xev is more than ready to move on to the main course, Root seems content to continue with the foreplay.

May tells Duke that Prince will look after her. Duke sets May on fire. As she burns, Duke asks Fifi, "What happens when you die?" Fifi insists that there is no life after death. Duke asks where Fifi comes from, where he was before he woke up in Gametown. He explains that Fifi doesn't remember his previous life.

Their philosophical aside concluded, Duke tells Fifi, "Now we will destroy every city on Water."

Kai loads a moth with food for the Lexx. Stan asks Pear and Plum for a time out before continuing the carnal decathlon. Instead, Peach returns to join in the fun. No one in Boomtown realizes that Duke's moths are closing in on them. Stan approaches the point of exhaustion, but the women don't care. Two more, Cherry and Olive, join the orgiastic fray.

Kai and Bunny see Duke's moths approaching. Inside, Xev and Root write in a passionate embrace. Kai enters from the balcony. He is wearing a short blue toga. His hair has been curled. Most surprising of all, this Kai is alive.

The alarm gong sounds. The crew meets up in the main chamber. Kai and Stan are puzzled at the sight of the second, living Kai. Unfortunately, Boomtown is under attack and there is no time to get to the bottom of the mystery. They all pile into the moth and chase Duke and Fifi.

Duke orders his men to chase the moth from the Lexx. As the goons close in, our heroes decide to stand and fight.