After a night out at the club Babylon with Michael, Emmett and Ted; Brian picks up a cute guy named Justin for a night of fun, but afterwards coldly rebuffs Justin's attempts to see him again. Michael also gets lucky taking home a hunk only to be happily interrupted for a trip to the hospital after Brian learns that Lindsay and Melanie have had a baby boy, Gus.

Michael stays in the closet at work, which causes some problems with an interested co-worker while at the same time he struggles with feelings of jealousy over Brian's relationship with Justin.

Lindsay and Melanie have a bris for their new baby Gus, which Brian decides to miss until Michael convinces him otherwise. Brian decides to crash the party and put his parental foot down. Justin seeking to regain the attention of Brian decides to make himself noticed at Babylon. Meanwhile, Brian's involvement as the father of Gus causes some relationship strain between Lindsay and Melanie. Michael attempting to continue his straight act, runs into a co-worker in front of the gay bars. Also, Ted finally gets lucky with a guy who he's been denying the advances of all night, but ends up with devastating results.

While Ted lies in a drug-induced coma, Brian learns he's named the executor of his friend's living will; Justin decides to take chance on a situation where he could seduce (in terms jerk) a fellow classmate; Justin's mother suspects the truth about her son's sexuality after finding some drawings of naked men in his sketch book; Michael and Emmett try to remove incriminating evidence (porn, 33 dildos... don't ask) from Ted's apartment but discover Ted's longtime crush on Michael.

Michael fends off the romantic interest of a female coworker who doesn't know he's gay and instead dates a handsome chiropractor, while Brian is propositioned by a potentially lucrative client of his firm. Meanwhile, Justin struggles to repair his fractured relationship with his mother Jennifer.

Michael's new chiropractor boyfriend gets into a tug of war with Brian over Michael, as Ted recovers from his O.D. by dating Roger, a stable but overweight chorus director. Also, Justin meets Lindsay, who is impressed with his artwork.

Debbie meets Dr. David; Michael and Dr. David spend a weekend in the country; Justin's father learns the truth and decides to send Justin away to school; Brian's emotional hold on Michael and dislike for Dr. David intensifies.

Justin's father attacks Brian outside Babylon; Michael gets a promotion at work; Justin moves in with Brian.

A disastrous dinner party convinces Michael he and David have nothing in common. He tries to break up with David, who surprises Michael by asking him to move in with him. A trip to the emergency room reminds Melanie that she has no legal rights where Gus is concerned. Brian agrees to her and Lindsay's request that he relinquish his parental rights to Gus, much to Justin's dismay. After spending an unpleasant evening with his own alcoholic and abusive father, Brian changes his mind at the last minute. Emmett becomes addicted to cyber-sex.

Brian throws Justin out after the loft is burglarized because Justin forgot to set the alarm. David pressures Michael to move in with him. Justin steals Brian's credit card and runs away to New York City, but Brian and the guys follow him and retrieve him with no difficulty beyond a flat tire en route. Debbie is upset that Michael is still contemplating David's offer, while Emmett knows Michael is concerned that Brian won't approve. Debbie lets Justin move into Michael's old room. After consulting Ted about her financial situation, Melanie offers Lindsay the chance to take a year off from work to be a stay-at-home mom for Gus, but the two are still beginning to drift apart. David breaks up with Michael when he tells him he's not ready to move in.

Debbie is upset that Michael has ended things with David and takes her fury out on Brian, demanding that he give Michael a chance to grow up and have his own life. Brian throws Michael an elaborate surprise 30th birthday party, and then outs him to an unsuspecting Stacy. Michael is hurt and bewildered by Brian's actions, while everyone else is generally disgusted. Ted gets tested when he discovers that one of his encounters is HIV positive. He's negative, but Emmett (who got tested for moral support) is unable to get his results until Monday. Emmett spends the weekend convinced he's positive and makes a pact with God that he'll give up sex with men if the test results are negative. Debbie realizes that Brian's "betrayal" was the push she wanted him to give Michael, and for that she is grateful. Michael asks David if the offer to move in is still open. Emmett finally gets the good news that he is negative.

Michael is still not speaking to Brian. Tracy is more upset that Michael has been lying to her than she is about his being gay, but they work things out. Michael and David enjoy their new found domestic bliss, though not without a few bumps. A miserable Brian begins spending his free time with Ted, his son and their mothers. Ted is delighted because he's getting Brian's numerous rejects, but his constant presence is driving Melanie crazy. Determined to give up men forever, Emmett joins a "conversion therapy" group. Lindsay and Melanie continue to fight about Brian, finances and their future. Realizing how much Michael and Brian care about each other, Justin engineers sort-of a reconciliation between them.

Brian gets involved briefly with Kip, a younger co-worker who's been with the company only a few months. Melanie flirts with one of the guests at a baby shower she and Lindsay are hosting for another lesbian couple. When Ted and Michael discover Emmett is throwing out his porn collection and toys, he tells them about the "See the Light" group he's joined. After another fight with Lindsay, Melanie ends up at a bar with Marianne, then back at her place. When Ted and Michael discover that Emmett's favorite porn star is in town, they offer him ,000 to seduce Emmett and "save" him from the group they believe is brainwashing him. Brian refuses Kip's request that he recommend him for a promotion on the grounds that he doesn't have enough experience, then reminds him not to expect special favors just because they're both gay. Melanie confesses to Lindsay that she cheated on her and moves out. Emmett tells Michael and Ted that he resisted the temptation that was Zack O'Tool, and that he must distance himself from them if he wants to continue seeing the "true light". Ryder informs Brian that Kip is suing him and the company for sexual harassment.

Ryder asks Brian to stay home until the harassment suit with Kip is resolved, leaving Brian feeling like he's considered guilty until proven innocent. At "See the Light" Emmett meets Heather, a similarly struggling lesbian. Melanie agrees to defend Brian in the harassment suit. David doesn't want Michael to get involved in Brian's problems. Ted and Melanie are stunned when they run into Emmett and Heather, who are on a date. Michael lies to David that he needs to stay with a sick Debbie in order to get out of dinner so he can go to Brian's and cheer him up, not realizing that David will check up on her to make sure she's alright. David then finds Michael and Brian at Woody's, where they are drunk and playing guitars as they relive high school memories. Justin seduces Kip, and then them tells him he's 17 and that his father will come after him with the police unless he does something for Justin. David and Michael argue about the lying and Brian's importance in Michael's life.

Lindsay reluctantly leaves Gus with Brian while she goes out of town for a conference. David's 12-year-old son Hank comes for a visit that David has planned down to the very minute. Jack tells Brian he has cancer and only has a few more months. Hank tells Michael he didn't want to visit, that he's only here because his mother made him. Debbie advises Brian to be honest with his father before he dies. Brian leaves Gus with Justin so he can go to the Leather Ball at Babylon, a move that will earn him angry castigations from both Melanie and Lindsay. Ted discovers that a former business school classmate is an award-winning "Leather Daddy" whose house includes a dungeon-themed playroom. Ted refuses Dale's proposal to be his "slave". Michael thinks Hank hates visiting his father because he's gay, but it's really because of David's itineraries and over-planning. The two end up bonding over a mutual love for comic books.

Michael is growing tired of David's paying for everything. It reaches a breaking point when he learns that David is not cashing the checks for his share of the monthly expenses. When his homeroom teacher ignores the bullying and name-calling that Chris and his friends are directing at Justin and another student they think is gay, he curses out the teacher and draws a suspension. Melanie goes to the house to try reconciling with Lindsay, only to find a strange Frenchman living there who won't even let her in to see Gus. Debbie counsels Justin on dealing with homophobia at school. David agrees they will only do things both he and Michael can afford, even if that means canceling the surprise trip to Paris he'd planned for them. Both Melanie and Brian want an explanation from Lindsay, who tells them that Guillaume is a friend and colleague who has moved in to help with expenses and to help take care of Gus.

Michael returns from Paris as if he's joined a higher income bracket with all the things David has bought him: new car, expensive clothes, and no time for Brian and the others. The harassment at school continues for Justin, but his request for a gay-straight student alliance is still denied. Lindsay continues ahead with her plan to marry Guillaume despite Brian's warning she's marrying the wrong person. Guillaume counters Brian's threat to call Immigration by reminding him that Lindsay could go to jail over their green-card marriage, then pushes Brian's buttons by suggesting that he might adopt Gus to make their arrangement look more convincing.

Brian discovers David at the baths; Justin finds out his parents are getting a divorce; Ted reconnects with Blake; a hunk from Babylon hits on Michael.

From The Showtime Media Site:

The annual contest, King of Babylon is up. The gang goes to Babylon, and Justin tells Brian we should go home to have sex. Brian responds, by if he can't find anyone, He'll be his back up. Justin gets fed up of Brian not wanting him. By this time, Brian has already found a guy, and is about to leave, when Justin name is called to be the next contestant. Justin turns the table, and does his stripper dance, that makes ever guy (including Brian's date) want him. Justin is crowned king, and Brian gets a bit jealous when Justin takes Brian's date and have a quick fuck downstairs.

Brian is chosen 'Ad person of the Year' and encouraged to take his talent to the Big Apple; Vic appears in court to plead his case; Blake gets a job; David's ex-wife's divorce takes him to Portland.

From the Showtime Media Site: