|While hiding in an asteroid field to avoid scans by Crais's Command Carrier, Moya receives a distress signal from one of the asteroids. Once danger of discovery by the Peacekeepers is momentarily over, D'Argo, Zhaan and John head for the surface on a rescue mission and Aeryn stays aboard to help Pilot and Moya with the baby Leviathan.
Soon after landing, they hear screaming and growling in the distance and set off toward the sounds. They find an alien girl being attacked by a creature that looks like the Hunchback of Notre Dame hiding in a tossed salad. They drive him off and bring the girl, M'Lee, back to the transport pod. The salad is lurking in the pod waiting for them and, although they once again fend him off, their ship is damaged and they can't return to Moya until they repair it. D'Argo is also injured in the scuffle, having some internal bleeding.
Meanwhile, Pilot asks Aeryn to board the little Leviathan to help alleviate the strained relationship between Moya and her child. As soon as she arrives, she feels a special bond with him and the baby responds very well to her, giving her his trust in the face of another Peacekeeper scan. In fact, Moya is so impressed with Aeryn's rapport with the newborn that she gives her the honor of naming him.
While John is repairing the pod, M'Lee is sniffing everyone. When she makes the observation that Zhaan smells like "out there", Zhaan drops the bomb that she's flora-evolved, a plant. They soon go outside to search for herbs to heal D'Argo and while John is learning more about this plant business from Zhaan, M'Lee is spooked by the "creature" and runs off. John follows her, leaving Zhaan alone. Even though she actually disappears into the surrounding foliage, the creature finds her.
After Zhaan disappears, M'Lee mentions that the creature will eat her so she shows John the way to the creature's eating ground. Zhaan isn't there, but M'Lee begins to transform into a starving calcivore, a bone eating being. Br'Nee, the creature everyone has been afraid of, scares her off. He and John go to his laboratory where Zhaan is happily checking out his samples of plant life. He then explains that he is a botanist who came to the asteroid to harvest the huge array of vegetation growing there, but his entire group was eaten by
Meanwhile aboard the Peacekeeper ship, Scorpius and Crais are clashing over command and, although Crais is hanging on by his fingernails, Scorpius appears to be winning. He countermands several of Crais's orders and is slowly asserting his position as the actual commander. Crais appears to be getting more frustrated by the minute. He finally gives up and tells his second in command to follow Scorpy's orders.
Br'Nee and Zhaan return to the transport pod leaving John to guard the laboratory and as soon as they leave, M'Lee returns. She tells John that Br'Nee's people had left her ancestors on the asteroid to rid it of animal life so that the plants would be able to flourish. Once all the animals were gone, M'Lee's group had only each other to feed on and soon all were gone except M'Lee. She asks John to force Br'Nee to tell him the way to her home planet and then to take her there.
Br'Nee and Zhaan go to his lab to collect his samples so they can leave the planet but when John arrives, Zhaan is gone and Br'Nee is injured. He claims that M'Lee took Zhaan to her killing ground and John runs off on a rescue mission but when he gets there he realizes that since Zhaan's a plant she doesn't have bones and would therefore be of no interest to M'Lee. He races back to find Br'Nee miraculously healed. John pokes through Br'Nee's samples and finds Zhaan miniaturized in one of the sample jars. He manages to restore her but kills Br'Nee in the process.
M'Lee uses all her remaining calcium to satisfy her hunger and goes to D'Argo to plead for food. He comes up with the bright idea of feeding her the Peacekeepers on the command carrier. She's able to fend off starvation with Br'Nee's bones until the Peacekeepers arrive.