After Justin leaves Babylon with Ethan everyone is stunned to see that Justin is with someone else other than Brian. Michael springs it on them that Justin and Brian are broken up and Justin is seeing Ethan now. Then the club shuts down and everyone goes home together including Ted and Emmett. The next dat at the diner Melanie and Lindsay ask Ted and Emmett the gory details of their sexcapades last night and they lie and say it was a blast. The truth is both Ted and Emmett aren't ready to have sex yet but they keep this from the others. Justin wakes up happily in Ethan's arms and then goes to work at the Diner. Ethan is worried that Justin might still have feelings for Brian but Justin reassures Ethan that they're finished. When Justin goes to Brian's l;oft to get his things he has memories of all the sex he and Brian had together but then he moves on. When he goes to the Diner Michael confronts him and tells him that he's a traitor for cheating on Brian and to leave Pittsburg and neve

Without Brian, Justin has no way of paying his college tuition and faces dropping out of school. Justin's mother recommends he ask his father for the money, but his dad refuses. After imploring a financial aid officer to defer tuition until after he graduates, Justin learns that it has already been paid. Ethan thinks Justin's dad changed his mind, but Justin knows the truth. He stops by the loft to thank Brian, who again urges him to work with Michael on the comic book. Meanwhile, Brian interrupts a quiet evening at home for Ben and Michael, who end up accompanying him to Babylon. Brian's continuing need for Michael's companionship since Justin left puts a strain on Michael's relationship with Ben, who suggests that he find his own apartment. Ted and Emmett's first sexual experience proves extremely satisfying for both. But Emmett's sexual rendezvous with a flight attendant, with whom he had made a date prior to becoming involved with Ted, severely tests Ted and Emmett's newfound romance. Meanwhile, Melanie and Lindsay argue about having a second child. Lindsay does not want to be pregnant again and tells Melanie to bear the child herself, if she wants it so desperately. Melanie confides her fears about motherhood to Debbie, who offers reassurance.

Brian tells Lindsay that he will help with the Gay and Lesbian Center's "Carnivale" fund-raiser-for 20 percent of the take. After the center's board members learn that Brian has lined up corporate sponsors to match the proceeds up to 0,000, they agree to his price. For 0, Brian hires Justin to create a poster, and Ethan expresses concern about Brian's motive to Justin. Brian's "Carnivale", an exotic, erotic assortment of outrageous sideshow performances and games, scandalizes Melanie and Lindsay, as well as the rest of the board, but is a huge financial success. Brian buys a Corvette with his earnings. Meanwhile, Debbie joins the boys' gym, much to Michael's consternation, and starts to diet in order to make herself desirable to her beau, Detective Carl Horvath. She confides to Ted and Emmett that, being out of practice, she fears she will disappoint him in bed. To guarantee Horvath's satisfaction, Ted and Emmett proceed to teach her how to perform oral sex. Debbie succeeds so well that Horvath makes an offhand comment about how much practice she must have had in the past to be so accomplished, making Debbie feel like a whore. She angrily tells him to leave. Ted and Emmett try to repair the damage by telling Horvath the truth. He is so touched that Debbie has made such an effort to please him that he goes to Debbie to apologize-but not before getting some pointers on pleasing a woman from two lesbian cops. Her endometriosis cured with a simple outpatient procedure, Melanie can now bear a child. She and Lindsay ask Brian to donate sperm again so that Gus and their second child will be related by blood. After first refusing, Brian later relents, but Melanie changes her mind about having Brian father her child. Ben's ex-lover Paul, who infected him with HIV, dies in an AIDS hospice. A panicked Ben becomes obsessed with his gym workouts, finally turning to steroids to pack on muscle as a hedge against the potential wasting effects of the disease.

While reluctantly taking care of his obnoxious nephew John as a favor to his sister, Brian finds the boy stealing money from his wallet. Not only is John unrepentant, he berates Brian with a barrage of antigay slurs. Brian takes John to the bathroom, sticks the boy's head in the toilet and flushes. Infuriated, John vows revenge. He accuses Brian of molesting him, and the police take Brian to the station for questioning. Justin tracks down John at an arcade and notices that he's wearing Brian's trademark seashell bracelet. Detective Horvath, Debbie, and Justin go to see Brian's sister to confront her son about the bracelet. John finally admits the truth, and the charges against Brian are dropped. Justin returns the bracelet to Brian and tenderly ties it around Brian's wrist. Melanie and Lindsay ask Michael to be the father of their second child, and he agrees. But when they ask him to sign a document whereby he surrenders all parental rights, Michael refuses. Later, Melanie tears up the document, and Michael, Melanie, and Lindsay begin planning for the baby's conception together. Meanwhile, obsessively neat Ted asks messy Emmett to move in with him, and disaster results. They decide to look for a house so that they will have plenty of space to be themselves. And Ben boosts his workouts ... and his steroid use.

Debbie tries hard to sign up new gay voters on Liberty Avenue to defeat antigay Police Chief Stockwell, who's running for mayor. Brian wins the chief's campaign as an advertising account, telling the candidate that he needs to find an issue to make the second-place contender "pop" in the minds of the voters. Stockwell agrees to introduce Brian to some of his rich and powerful friends if the chief triumphs. After some teenage Babylon patrons die from bad drugs, Stockwell tells Brian he's found his issue. Ethan loses the Heifetz competition, but a talent agent offers to represent him-if he leaves Justin and his gay identity behind. Ethan refuses at first, but Brian tells him that there's nothing noble about being poor and suggests Ethan find a way to make the situation work. Ted and Emmett cannot agree on a house to purchase. Ted likes a new, modern house, while Emmett falls in love with a charming older house that needs many repairs. They argue back and forth until a frustrated Emmett tells Ted to make the decision. Ted surprises Emmett by buying the fixer-upper. After suffering much anxiety and guilt over his failure to produce sperm to father Melanie and Lindsay's second child, Michael finally succeeds. Meanwhile, steroids are making Ben extremely short-tempered, and Michael finally catches him injecting steroids.

Michael sees Ben injecting steroids again and finally confronts him. Citing his HIV-positive status, Ben defends his drug use, telling Michael that, as an HIV-negative man, he simply cannot understand the constant anxiety about remaining healthy. Brian witnesses Ben purchasing drugs at the gym and tells him that he's harming not only himself but also his relationship with Michael. Ben slams Brian against a row of lockers, leaving Brian with a nasty gash. In choosing the décor for their new house, Ted and Emmett weigh the pros and cons of remaining true to their gay selves versus fitting in with their straight suburban neighbors. Ted and Emmett attend a "welcome to the neighborhood" dinner hosted by the couple next door, but during the event, Ted is arrested for employing an underage person at his pornographic Web site. Ted's arrest is part of Police Chief Jim Stockwell's crackdown on gay businesses that pander to prurient interests. The chief, a candidate for mayor, vows to clean up Liberty Avenue and make it family-friendly. Brian creates a sexy television commercial for Stockwell's mayoral campaign, boosting the chief's rating in the polls. Justin brings Daphne to the apartment he shares with Ethan, who is being interviewed there by a journalist. Ethan introduces Justin as his cousin and Daphne as Justin's girlfriend. After an awkward moment, Justin and Daphne leave. Daphne tells Justin that, despite his problems with Brian, he never denied his relationship with Justin. When Ethan substitutes for an ill soloist with the Harrisburg Symphony, Justin secretly attends the concert. After the performance, Justin is about to surprise Ethan with his presence when he spies Ethan talking to and leaving with a pretty young man.

With Melanie at his side, Ted faces court on charges of employing a minor in his adult web site business. The bail is set at 100.000 $. Ethan recaps his previous night's success with Justin who is jealous of Ethan's admirer(s). Debbie pisses-in on Vic's new poz boyfriend Rodney. Thanks to Ted's demise, chief Stockwell is scoring points with his voters and Brian is to help him "purify" Liberty Avenue. Michael is vividly contemplating the whole "I'm sick, you are not - thus, you don't understand" situation with Ben which only escalates with Ben's steroid-induced rage and the upcoming memorial service for his ex. Ted is out on bail but is sure to stand a though trial. Desperate, he decides to ask Brian to pull some of his Stockwellian strings bur fails to enlist his support. Michael and Brian try to work on the 2nd edition of rage. Emmet shows up at Brian's office and begs Brian to help Ted. Vic invites Rodney over for dinner, introducing him to Debbie and Michael. Rodney shares his view on poz-neg relationships. Brian and Stockwell share a game of racquetball and later, in the steam room, Brian persuades him not to pursue the Schmidt trial. Justin and Ethan share a romantic moment only to be interrupted by a visit from Ethan's new admirer. Fed up with Ben's behavior, Michael confronts him in an interesting manner. Ethan admits his unfaithfulness to Justin and after a short "Relationships 101" discussion Justin takes off Ethan's ring and leaves him. Melanie informs Ted that the prosecution decided to go easy on him so he will have to shut down his web site in exchange for his freedom. After a night spent on the couch, Ben tells Michael that he will stop using steroids and invites him to the memorial service. Melanie gets pregnant. Ted and Emmet have to give up the house due to Ted's court fees. While cruising Babylon's backroom, Brian sees Justin betting busy with a guy and they share glances. Curtains.

Police Chief Stockwell's cleanup of Liberty Avenue forces young street hustlers to find a new hangout, and they congregate in Ben and Michael's neighborhood. When the rowdy teens keep Ben and Michael awake at night, Ben asks them to disperse. One of them offers to have unsafe sex with Ben for a price. The next morning, Ben and Michael find the same boy asleep in their hallway and take him to breakfast at the diner. Later, the teenager is beaten up in front of Ben and Michael's apartment building, and Ben brings the youth inside to stay overnight, much to Michael's dismay. When the kid leaves the next day, Ben gives him 0, but wants to do more to help him.

At Woody's bar, Debbie emcees a charity strip contest during which one of the contestants goes too far and exposes himself to the crowd. A plainclothes policeman in the audience orders the patrons to leave, and the bar is closed. Debbie organizes a protest and publicly condemns Stockwell as a homophobe, putting her beau, Detective Horvath, in an awkward situation. Stockwell maintains that illegal activity at Woody's caused its closing and mentions Brian as proof that he is not a homophobe.

Stockwell's crackdown on Liberty Avenue's sex-related businesses continues with the closing of all bathhouses and the back room at Babylon. Justin responds by defacing Stockwell campaign posters, painting a Hitler moustache on the mayoral candidate's face and adding the slogan "Heil to the Chief". As Justin prepares his own poster with Stockwell sporting a clown nose and labeled "Laughing Stock", Brian tells him to stop, but Justin refuses. Later Brian capitulates and helps Justin paste the posters up on Liberty Avenue.

While the gang becomes continually frustrated with Stockwell's enforcements of anti-drug and public sex laws on Liberty Avenue, Ben and Micheal are becoming more concerned than ever with the behavior of Hunter, the hussler who, thanks to his HIV positive status, Ben now feels partially responsible for. Meanwhile, Emmett's attempts to cheer Ted up have been failing rather miserably... especially one night when Ted doesn't come home... ..

Michael tries to adapt to the fact they have a third person living with them and he and Ben are arguing whether or not they should give him a key to the apartment.

While Justin and Brian try to figure out a better way to get hard evidence from dumpster-boy's hugger, Hunter presents them with a condom filled with sperm.

Queer as Folk's Third Season Finale starts with only a few more days untill a new mayor is selected and Brian realizes that he must do something to stop Stockwell. A thing Justin also sets in motion by saying there should be a real rage, who could change everyone's mind about Stockwell.