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.

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...