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.

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 ends the relationship with Dr. David; Ted and Emmett get tested for HIV; Brian throws Michael a surprise 30th birthday party and outs Michael to his co-worker; Emmett makes a pact with God.

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.