The Lexx drifts through a cloud of spores, and one of them takes root on the bridge. Meanwhile, Stanley Tweedle is dreaming about a girl he used to like (who, incidentally, hated him). The spore grows into a pod, from which emerges a woman in the form of the one Stan dreamed about. He names her Lyekka after that girl, and unlike that girl, she likes him very much.
Meanwhile, a group of astronauts has just energed from the ion cloud that kept their planet, Potato Hole, out of contact with the rest of the universe. They are discussing their ambitions in life. One says that this is his ambition, to be the first person from their planet to go outside the ion cloud and, hopefully, to make contact with alien life. Another dreams of having a date with a supermodel, although he is married. The third just wants to live out his life at home, with his wife and his garden. All the men have two-letter names, such as EJ and LB. The women have names like "Sally Sue" and "Becky Boo."
They come into contact with the Lexx and are very much surprised that the aliens look and speak like them and claim there was a whole galatic society that Potato Hole didn't know about. They meet Lyekka and find her quite attractive. She is interested in them as well, but as meat.
Lyekka has a talent for dreams. She can sense people's dreams, and she can make them see their dreams when she touches them. One by one, she envelops each astronaut in a dream and consumes him. She is the supermodel on a date with one, the first alien contact for another, and the wife of the third, calling him inside from his garden, where babies grow like her.
The crew figures out wat is going on, but 790 doesn't care because he is too busy mourning over the jar that contains Zev's remains, spouting poetry about her. Kai also does not see reason to stop her, because she is merely following her life cycle. At last she takes Zev's remains and climbs back into her pod with them. Then Xev emerges from the pod. Lyekka explains that she only needed to eat two men; the third was for extra protein to reconstruct Zev, which she did based on 790's description (which included mainly abstractions such as "shining hair" and "breasts of just the right size").