To resupply the protoblood that sustains Kai's life, the crew of the Lexx travel back to the Cluster but find the planet deserted. The population was killed in "The Cleansing", in preparation of the birth of the Giga Shadow, the last survivor of the insect wars and sworn enemy of humanity. The crew try to destroy the Giga Shadow with the help of Yottskry (played by guest star Malcolm McDowell), a defecting priest of the Divine Order.

Paul, a young man from London, arrives in the small Nova Scotia town of Milestone, where his long lost father was last seen years earlier. Paul is eager to find out what brought his father to this remote community. He meets Rauchine, a young, beautiful and unaffected girl who lives with her unstable mother and domineering grandmother on a nearby island, who is eking out a harsh and isolated living. Paul finds himself enmeshed in a web of jealousy, bitterness and fear as his attraction to Rauchine begins to grow. After a failed attempt to leave the island with Paul, Rauchine must make a crucial decision and break the cycle of violence and death that has marked her life.