Michael throws a surprise 10th anniversary party for Melanie and Lindsay but the evening doesn't quite turn out as planned. Justin's stay in Hollywood is extended, in turn affecting his relationship with Brian. At Ted's suggestion, Brian invests his Kinnetik profits in a new venture.

Brian re-opens Babylon but the party boys have disappeared. Justin returns to Pittsburgh after the studio pulls the plug on "Rage." Michael decides to pursue custody of his daughter, Jenny Rebecca. Behind closed doors, Ted pursues a new look after a recent fling turns out to be a chubby chaser. Emmett lands a role in front of the camera as Pittsburgh's resident "Queer Guy" on the local news.

Brian and Michael grow further apart as Brian struggles to save Liberty Avenue from gentrification and Michael embraces domestic life. The street may never be the same when Debbie decides to retire from the diner and newcomer Loretta Pye takes over.

Brian remains steadfast in his belief that marriage is the death of a relationship. Debbie has a difficult time accepting her role as a lady of leisure – especially when she discovers that Loretta has stolen her act including the button-clad vest right down to the wisecracks. Ted decides to undergo an extreme makeover.

Debbie tries to let Loretta down easy. Brian must refrain from sex after he contracts syphilis. Hunter has to deal with the aftermath of his classmates and their parents discovering how he got HIV. Ted regrets having plastic surgery. Justin and Daphne discuss the possibility (or impossibility) of Brian embracing domestic life. Michael, Melanie, and Lindsey are forced to reevaluate their parenting arrangement when the fight over JR reaches its climax.

Brian's reign as hottest man at Babylon is challenged by the new stud, Brandon. Although a huge success as the "Queer Guy," Emmett faces a challenge of his own when he realizes he's been hired as a clown for the network's ratings. Ted, a new man after his cosmetic surgery, has an opportunity for revenge on an old flame. Ben and Michael attempt to help Hunter lift his spirits and get back to school. Bored as a lady of leisure, Debbie finds herself back at the diner.

Proposition 14 threatens same sex couple's rights while Brian deals with the threat of Brandon's presence in his world. Justin's decision to move out of Brian's loft creates a rift between Brian and Michael. Ted struggles to remember he's with Troy only in order to exact revenge. Lindsay decides to give her parents a chance and moves back home with her son, Gus.

Justin lands himself in jail for standing up against Proposition 14 and his own father. Brian and Brandon work their way down the list of the ten hottest guys in their competition to determine the real stud of Babylon. Ben grieves Hunter's departure. Melanie and Lindsay attempt an in-house separation while Emmett's stalker reveals himself.

The gang fights against Proposition 14. Michael and Brian still aren't speaking to each other while Lindsay and Melanie's in-house separation heats up. Drew finally comes out. Ted begins his quest for his Mr. Right.

Cyndi Lauper makes a guest appearance as Babylon plays host to the Stop Prop14 Benefit – an event that changes everyone's lives.

Brian re-evaluates his priorities after the bombing of Babylon. Michael continues to recover in the hospital, and a Liberty Avenue vigil for the victims ends in chaos.

Brian and Justin prepare to marry, but realize they are both denying themselves who they are and call the wedding off. Lindsay and Melanie move to Canada with Michael's blessing. Michael's asked to represent the Committee for Human Rights. Ted sees his relationship with Tad for what it really is. The beat of Babylon continues...