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.

Michael decides to break up with Dr. David, who surprises Michael by asking him to move in with him; Lindsay and Melanie ask Brian to relinquish his parental rights to Gus; Emmett becomes addicted to cyber-sex.

Dr. David pressures Michael to move in with him; Brian's loft is burglarized; Justin runs away to New York City; Lindsay and Melanie begin to drift apart.

Michael and Dr. David enjoy their new-found domestic bliss; Emmett joins a "conversion therapy" group; Lindsay and Melanie continue to fight about Brian, finances and their future; Ted becomes very sexually active.

Brian sleeps with a co-worker who then files a complaint against him; Emmett continues to try to go straight; Melanie finds solace from Lindsay in the arms of another woman.

Brian is named in the sexual harassment suit and turns to Melanie for legal advice; Emmett starts dating a woman in his continuing attempt to go straight; Michael lies to David about seeing Brian.

Lindsay leaves Gus in Brian's care on the weekend of the Leather Ball. Michael is nervous about meeting David's son. Ted takes a walk on the wild side. Brian comes out to his father after he learns that Jack has cancer.

Michael and Dr. David disagree about finances; a strange Frenchman moves in with Lindsay and Gus causing a stir; Justin is suspended from school.

David and Michael host a high-society fundraiser, but Michael excludes the gang; Lindsay and Guillaume prepare for the big day; Justin continues to be harassed at school.

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.

In the throes of a hot session Brian gets upsetting news; Daphne asks Justin to be her first time; Ted wants Blake, despite his crystal meth addiction.

Who will be crowned King of Babylon? An innocent trip to the mall lands Vic in jail; Brian is beaten at his own game.

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.

Brian turns 30; Michael and David prepare for their move to Portland; Ted faces the truth about Blake; Justin and Daphne attend their prom where unexpected events take place.