Brian tells Lindsay that he will help with the Gay and Lesbian Center's "Carnivale" fund-raiser—for 20 percent of the take. After the center's board members learn that Brian has lined up corporate sponsors to match the proceeds up to $100,000, they agree to his price. For $500, Brian hires Justin to create a poster, and Ethan expresses concern about Brian's motive to Justin. Brian's "Carnivale," an exotic, erotic assortment of outrageous sideshow performances and games, scandalizes Melanie and Lindsay, as well as the rest of the board, but is a huge financial success. Brian buys a Corvette with his earnings. Meanwhile, Debbie joins the boys' gym, much to Michael's consternation, and starts to diet in order to make herself desirable to her beau, Detective Carl Horvath. She confides to Ted and Emmett that, being out of practice, she fears she will disappoint him in bed. To guarantee Horvath's satisfaction, Ted and Emmett proceed to teach her how to perform oral sex. Debbie succeeds so well that Horvath makes an offhand comment about how much practice she must have had in the past to be so accomplished, making Debbie feel like a whore. She angrily tells him to leave. Ted and Emmett try to repair the damage by telling Horvath the truth. He is so touched that Debbie has made such an effort to please him that he goes to Debbie to apologize—but not before getting some pointers on pleasing a woman from two lesbian cops. Her endometriosis cured with a simple outpatient procedure, Melanie can now bear a child. She and Lindsay ask Brian to donate sperm again so that Gus and their second child will be related by blood. After first refusing, Brian later relents, but Melanie changes her mind about having Brian father her child. Ben's ex-lover Paul, who infected him with HIV, dies in an AIDS hospice. A panicked Ben becomes obsessed with his gym workouts, finally turning to steroids to pack on muscle as a hedge against the potential wasting effects of the disease.
Elenco: Randy Harrison , Hal Sparks , Chris Potter , Dean Armstrong , Gale Harold , Harris Allan , Jack Wetherall , Makyla Smith , Matt Battaglia , Michelle Clunie , Mitch Morris , Peter MacNeill , Peter Paige , Robert Gant , Scott Lowell , Sharon Gless , Sherry Miller , Thea Gill .