Stan, Zev and Kai accidentally steal the Lexx, the most powerful weapon of destruction in the two universes. After successfully fleeing from the Cluster, the main planet of the League of the 20,000 Planets, they are looking for a new home.

Kai needs protoblood to live outside of his cryochamber. Looking for protoblood, the Lexx returns to the Cluster to learn that a huge insect survived. This insect had controlled The Divine Order and His Divine Shadow in order to eat all human inhabitants of the 20,000 planets. The insect then begins a metamorphosis into the Gigashadow. Gigashadow produces protoblood. With the help of Zev, Kai manages to fill up his store of protoblood. Kai places the cluster lizard Squish in the brain of the insect and thus is able to destroy it.