Hiding out in an asteroid field, the crew of Moya receive a distress call from a creature calling herself M'Lee. Captain Ka Dargo, Pau Zotoh Zhaan and John Crichton visit the asteroid where the call is coming from. The asteroid has an atmosphere and its environment is that of a jungle. The creature says its being hunted by a bear like creature with two mouths. They plans to protect her. During the episode, John discovers that Zhaan's alien race evolved from plants. When the creature appears, M'Lee runs off. The creature identifies himself as Br'Nee after attacking John does not killing him. Br'Nee befriends John and takes him to his labratory and explains to him the situation. She needs calcium to survive which is why Zhaan is safe. M'Lee faces D'argo but he keeps his distance but doesn't attack. When Zhaan and Br'Nee leave the lab to heal D'argo who was badlyd damaged in an early cunter, M'Lee confronts John again, after a game of hide and seek, she appears face to face with him where they talk. John discovers that M'Lee needs calcium to survive and as Zhaan is made of roots rather than bone, Zhaan is safe. She doesn't attack John and they talk, she explains her history and why she's there. John returns to the others and Zhaan and Br'Nee leave. When John later meets up with Br'Nee in the lab, Zhaan is missing and believes M'Lee has been taken her. He realises that M'Lee is only intersted in calcium based creatures and Zhaan is not so he scouts round the lab and finds a miniturised Zhaan. During the enlargement process, Br;'Nee is killed. On the way out, M'Lee arrives and they talk before M'Lee goes off to devour the calcium remains of Br'Nee. Other stories involve Scorpius and Crais in a battle of wills including telling Crais he's being investiaged by Peacekeeper command. Aeryn Sun has to deal with a problem with Talyn, the immature battle Leviathan before finally pacifying him. Nothing much happens to Chiana or Dominar Rygel XVI.