Kai leads the crew back to the light zone to retrieve an insect larva from the remains of the cluster. The crew then goes to meet Mantrid, the former Supreme Biovizier for The Divine Order, convince him to extract protoblood from the insect larva. Mantrid plans to use the insect's transference organ to transfer himself into a new machine body. Mantrid's assistant transfers Mantrid's essence from his dying body to the machine body. The crew return to Lexx and destroy it, but Mantrid's machine escapes.
