After a night out at the club Babylon with Michael, Emmett and Ted, Brian picks up a cute guy named Justin, but afterwards brushes off 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; 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.
In the wake of Ted falling into a coma, Brian learns his friend has named him the executor of his living will and in cleaning up his apartment, Michael and Emmett realize Ted is nursing a secret crush on Michael. Also, Justin's mother gets an inkling that her son may not be straight.
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.
As Ted recuperates from his O.D. by dating a stable but pudgy chorus director, Michael's chiropracter boyfriend and Brian fight over Michael. Meanwhile, Justin makes a new friend who finds his artwork impressive.
Upon learning Justin is gay, Justin's father decides to send him away to school. Debbie meets Dr. David; As Michael and Dr. David go to the country for the weekend, Debbie mets him for the first time and Brian expresses his growing disapproval of the relationship.
Michael goes on a date thinking it will help him land a promotion at work. Meanwhile, Justin moves in with Brian after the boy's father attacks Brian outside of the club one night.
After making a doomed attempt to impress Dr. David's friends, Michael decides to break off the relationship, whereupon David surprises him by asking him to move in. Meanwhile, Brian considers Lindsay and Melanie's request to relinquish his parental rights to Gus and one of Emmett's cybersex buddies wants to meet in person.
Though Justin steals Brian's credit card and runs away to New York after he and Brian have a tiff and Brian throws him out, Michael and the others manage to retrieve him without incident. Meanwhile, Melanie and Lindsay's financial difficulties turn out to be symptomatic of the distance growing between them.
As Ted and Emmett await the results of their HIV tests, Emmett makes a pact with God that if his comes back negative, he'll give up sex with men. Meanwhile, Brian throws Michael and elaborate 30th-birthday party and outs him to a co-worker. Later, Michael approaches David to see if the offer to move in is still available.
Ted dramatically amps up his love life while Melanie and Lindsay continue to argue about Brian and money. Meanwhile, Michael revels in domestic bliss with Dr. David and Emmett determinedly joins a group that guarantees to make him straight.
While Emmett steps up his efforts to go straight, Melanie cheats on Lindsay and Brian sleeps with a co-worker who later files a complaint against him.
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.
Justin's suspended from school for cursing a teacher in the process of defending another student. Melanie finds a mysterious Frenchman living with Lindsay who won't allow her to see Gus. Michael's resentment over David paying for everything leads to quibbling about finances.
Despite Brian's protestations, Lindsay and Guillaume prepare to marry. Meanwhile, Justin still suffers harrassment at school and Michael plans a fundraiser with David, snubbing his old friends in the process.
At Babylon, Ted runs into Blake, strung out on crystal meth, and takes him to the hospital to detox. Justin's delight at getting into Dartmouth is tempered by the news that his parents are divorcing. After Brian discovers David at the baths, the doctor admits his indiscretion to Michael.
Brian gets the news of his father's death while in the middle of a hot love-making session and later, he and Michael share a kiss. Also, Ted runs into Blake and decide he still wants him, despite his continuing dependence on crystal meth. To Justin's surprise, Daphne asks him to help her lose her virginity.
As the gang witnesses an unexpected winner in the King of Babylon contest, Vic runs afoul of the police and winds up in jail. Meanwhile, Brian finds himself the loser in the mating game he usually masters.
While David has to go to Portland to finalize his divorce, Brian's talent and accomplishments has colleagues encouraging him to move on to New York. Also, as Blake gets a job, Vic goes to court to plead his case.
As Ted starts to accept the truth about Blake and David and Michael get ready to move, Brian celebrates his 30th birthday. Meanwhile, Justin and Daphne go to the prom and later, Michael gets an important phone call.