Having left Brian, Justin must find a way to pay for school; much to Lindsay's surprise, Melanie expresses her desire to have another baby. Emmett discovers a loophole in his relationship with Ted in order to honor a previously arranged liaison.

Brian participates in the Liberty Ride; Hunter tells Callie about his status; Emmett is unsure about his affair with Drew; Mel and Lindsay contemplate a separation.

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