[In the opening scene, Brian is prowling Babylon There’s something wrong with this picture. When he strolls up to the bar, he comes face to face with an unnerving apparition: a ghost in a Hawaiian shirt.]

Vic: Well, look who it is!

Brian: What the fuck are you doing here?

Vic: I believe that’s my line.

Brian: Sorry.

Vic: Shall we take it again? What the fuck are you doing here?

Brian: W-w-we’re in Babylon, right?

Vic: In case you forgot, the great Writer in the Sky recently wrote me out. Permanently.

Brian: (laughs, a little freaked out) Then where the fuck are we?

Vic: Well, let’s see. You’ve got one of two choices.

[Brian glances over at the dance floor. The music has changed to “YMCA” and the dancers have undergone a transformation as well. All the hunky guys have disappeared and a bunch of old farts are cavorting about on the dance floor. Even the go-go boys have aged about 40 years. Their tighty-whities are no longer so tighty.]

Brian: If this is your heaven, it must be my hell.

Vic: What kind of an attitude is that, considering we have so much in common?

Brian: Like what?

Vic: Well, it ain’t two testicles! Turns out you’re everything you never wanted to be, kiddo! Old, diseased and imperfect. Bwahaha!

[Brian awakens from the sleep of death to a voice calling.]

Doc: Mr. Kinney. Mr. Kinney!

[He’s lying in a hospital bed, post-surgery.]

Doc: Mr. Kinney. You’re in recovery. How do you feel?

Brian: I’m having a ball.

[Ben, Michael and Hunter are riding their bikes again.]

Michael: I am so not looking forward to this.

Ben: Meeting a big Hollywood director?

Michael: No, going shopping with my mother!

Ben: At least she’s getting out of the house.

Michael: Yeah, that means I get to sit around a dressing room with a bunch of ladies parading around in their girdles and bras, telling her which outfit looks best.

Ben: Judging from TV, I thought’s that’s one of the few things we queers are good for.

Hunter: If Brett Keller makes Rage into a movie, are we gonna be rich?

Michael: Beyond our wildest, most improbable dreams!

Hunter: Right on. Then we get to spend all his money. Can you get me an autographed picture of Cameron Diaz? She’s fuckin’ hot.

Michael: Wouldn’t you rather have one of Leo or Tobey?

Hunter: [rides off] Later!

Ben: And learn something! I need to stop off at the Post Office mail off some manuscripts.

Michael: Good luck.

Ben: Yeah, you to.

Michael: Hey. Aren't I gonna get a kiss?

[Ben kisses him goodbye and rides off.]

Michael: Thanks.

[As it turns out, the shopping expedition is not for clothes; it’s a quest for the perfect headstone. Michael and Emmett accompany Deb. All the headstones are so ordinary; nothing is good enough for Vic.]

Deb: To small. To fancy. To big.

Michael: She used to say it's dress shopping.

Emmett: Well, look it this way - at least you have zipper up.

Deb: This is the one.

[Suddenly Deb sees it: a huge, ornate statue of an angel blowing a trumpet.]

Deb: This is it!

Michael: Jesus Ma, it's like Mount Rushmore!

Salesman: It's my favorite.

Emmett: [to Michael] I bet he says that to all tombstones.

Salesman: The Angel Gabriel, welcoming God’s children into the heavenly gates.

Michael: I hope she doesn’t want to buy the children, too.

Deb: How about this like run?

Salesman: $47,000.

Michael: For a head ornament?

Salesman: It's marble, sir. Guarantee it lasts forever.

Michael: Ma, you couldn't got serious.

Debbie: Your Uncle Vic was a size queen. He'd loved it.

Michael: I'm sure he would perfectly happy with just a simple headstone.

Debbie: What, the kind they put on a pauper’s grave? No fuckin’ way! Everybody who comes to Lakeview Cemetery is gonna see how much Vic Grassi was loved by his family.

Michael: How do you plan to pay for it?

Debbie: I’ll cash in my retirement fund, I can take out a third on the house, I can get a couple extra shifts at the diner!

Emmett: You practically work 24/7 as it is.

Michael: This is insane! I’m not gonna let you spend your last cent -

Debbie: Since when do you tell me what I can and cannot do?! This is for my brother! And it’s my money! And I can spend it any goddamn fucking way I choose. (To the salesman) Wrap it up.

[At the diner, Mel and Ted are sitting at the counter, bitching at Justin because their orders are late. ]

Mel: How about time. We're ordered yesterday.

Ted: What you have to do. Have to collect something for me omelett?

Justin: I’m sorry, guys. Things are nuts without Deb.

Mel: I don’t know about the nuts, but where’s my side of bacon?

Justin: Shit! Coming right up.

Ted: I thought Jews didn’t eat pork.

Mel: They waived that law for pregnant lesbians second Tuesday of every month.

[And look who comes here. It’s Brian, back from “Ibiza,” looking smashing in a pinstripe suit, but wearing his shades inside.]

Brian: Greetings, serfs and vassals!

Mel: Brian! How was your trip?

Brian: In-fucking-credible. I hope that one day you, too, will be able to experience the wonders of Ibiza. The sea, the beach...

Ted: The men?

Brian: Did I not mention that?

[Ted shakes his head no.]

Brian: Black coffee.

Mel: Someone not very tan.

Brian: It rained, practically every day. But we're get to indoors.

Justin: Here is your bacon. [sees Brian.] You’re back.

Brian: And you’re here!

Justin: Told you I would be, didn’t I? So how was your trip?

Mel: Weather sucked.

Ted: But so did the men.

Justin: I’d love to hear about it, but I have to go to class.

Ted: I know someone who has to get his ass to the office before his boss has his head.

Mel: Don’t worry, I’ll finish this for you.

[Ted leaves.]

Brian: (to Justin) Want a lift?

Justin: That’s OK. I’m sure you have plenty more important things to do.

[Brian follows him out of the diner. Cut to Brian’s car on the way to PIFA.]

Brian: I was gonna send you a postcard.

Justin: But the Post Office was on strike.

Brian: I meant to call you.

Justin: But your cellphone died and you didn’t have your charger.

Brian: How did you know that?

Justin: You don’t have to make up excuses. As long as you got whatever it was out of your system.

Brian: Oh, it’s out alright.

[They pull up in front of PIFA.]

Brian: By the way, I - I missed you.

Justin: Prove it.

[Brian kisses him, but Justin requires a little more convincing.]

Justin: You’re gonna have to do better than that.

[Another kiss, a little better but still not quite up to Justin’s rigorous standards.]

Justin: I’m still not convinced.

[Summoning what is probably all his energy, Brian really lays one on him. Justin likey that.]

Justin: Okay! Okay, I believe you!

Brian: I’ll see you tonight?

Justin: If I’m in town.

Brian: You going somewhere?

Justin: Hollywood!

[He gets out of the car. As Justin walks away, Brian takes off his shades and watches him with a look of ineffable sadness on his face.]

[Lindsay is at the gallery, trying to sell a rich geezer a painting.]

Lindsay: Noticed perticulary the numerocity of the skin tones. That given the woman almost material quality.

[Auerbach shows up.]

Sam: You're a remarkable person for french yellowed pain?

[The customer scuttles away.]

Lindsay: I was just about to sell that.

Sam: Sell them out this overshit. Veronica, set it up on the table. What a girl. How about give me a fetch a ham and cheese on rye.

[His assistant goes away.]

Lindsay: I thoughed it was all those tiddies and besides it's up to you.

Sam: Oh, oh, easy girl. I don't wanted to pupp the visitor.

Lindsay: Don't tell me it hasn't been healed.

Sam: Actually I just wored it because you do feel sorry for me.

Lindsay: It almost works. So what’s all this?

Sam: Decided to let you show my stuff.

Lindsay: Why, after I punched you?

[His cellphone rings.]

Sam: What?! I already gave you money, you heartless bitch! You want more? Work the streets like the whore that you are! (He hangs up.) My wife. We’re estranged.

Lindsay: I gathered.

Sam: Actually, all my ex-wives and I are estranged.

Lindsay: I’m not surprised.

Sam: If I had any brains, I’d be a lesbian like you.

Lindsay: Why’s that?

Sam: All the pussy you want and no overhead.

Lindsay: You’re remarkable!

Sam: Yeah, that’s what people say. Mostly greedy wives and golddiggers. You know, you have no idea what a pleasure it is to finally meet a woman who wants nothing from me except to show my work. By the way - you know how to cook?

Lindsay: I happen to be an excellent cook.

Sam: You think one of them even knew how to turn on a stove? So - when are you inviting me home for dinner?

[Michael and Justin do lunch with Brett Keller. Keller is enthusing over Rage and Michael and Justin are basking in the glow of his admiration.]

Keller: When I first saw Rage, I thought, Finally! Someone’s created an honest-to-God gay superhero, you know? Who’s out! Who’s got a boyfriend, who actually fucks -

Michael: Yeah, well, we figured if we were gonna do it, we might as well do it all the way.

Keller: And you have. You’ve given every kid who’s ever been bullied, who had to keep his true identity a secret, but somehow managed to survive, his own crusader, his own role model. Wish there was something like this when I was a kid.

Michael: Thank you, Mr. Keller.

Keller: Please, it’s Brett. And I should be thanking you.

Michael: However, we do have a couple of concerns -

Justin: That someone might want to change things.

Keller: You mean like make Rage straight. I will personally chop the dick off any studio executive who even tries. I want this film to be as gritty and as dark and as edgy as your comic. Now as for Rage, every actor in Hollywood is gonna want to play him.

Michael: I thought straight actors won’t take gay roles.

Keller: Nah. Nobody’s gonna turn this one down. So who do ya picture? Johnny? Ashton? Matt?

Justin: Brian.

Keller: Brian?

Justin: He’s my boyfriend.

Michael: And my best friend. We based the character after him.

Keller: Is he as gorgeous as Rage?

[Justin nods.]

Michael: Some people think so.

Justin: Most people think so.

Keller: Well, I’ll have to meet him. You know, just to get an idea.

Michael: What about tomorrow night? We could all go to Babylon.

Justin: It’s a dance club. They’re having a wet willy contest.

Keller: Who said there’s nothing to do in Pittsburgh? I was gonna fly back to LA tomorrow but - (his cell rings) Sorry. Colin. How would you like to save Gayopolis?

[Debbie’s in her room, sorting through her button collection, when Emmett brings up a tray of food.]

Debbie: What you say to this?

Emmett: "Speak softly and carry a big deck." Cute. How about eat this?

Debbie: Where do you see that one?

Emmett: Right here.

Debbie: No, thanks honey.

Emmett: Would you rest something, please?

Debbie: Maybe later. Let me do that, I'm get a littly rusty.

Emmett: You need to keep up your strength.

Debbie: Vic's angel’s not gonna pay for itself! And he’s gonna have the best-looking grave in that cemetery!

[The doorbell rings.]

Debbie: Who the hell’s that? It’s probably my son, trying to talk me out of it again. Well, you can tell him - never mind, I’ll tell him myself.

[She stomps downstairs, but Emmett gets to the door first.]

Emmett: Do I detect a detective?

[It’s Horvath. Deb’s still descending the stairs and doesn’t see who it is at first.]

Debbie: I don’t give a shit what you say, Michael, I’m not - (her voice softens) Carl!

Carl: Hello, Debbie.

[Emmett takes the tray and discreetly leaves the two ex-lovebirds alone.]

Debbie: We've got your flowers. It was thoughtful you remember Vic.

Carl: He was a nice guy.

Debbie: He liked you, too. Forgive me, I haven't the time to write out.

Carl: I understand.

Emmett: Do you wanna come in? We got some fruit cake left from Christmas.

Debbie: Emmett lives here now. Somebody must got the shit out of me.

Carl: Actually I stopped by to see how about go out and grab a tea?

Emmett: [to Debbie] Talk about angels. She'd love to, wouldn't you Deb?

Debbie: Thank you Carl, but I straighten up to back to the diner tomorrow. Maybe some other time.

[At the loft, Justin is crowing about Brett Keller and Rage. Understandably, he’s way too excited about his good news to notice anything different about Brian - at least, not at first.]

Justin: He loves it. He fuckin’ loves it! He says it’s genius.

Brian: That’s nice.

Justin: He also swears that no matter what, the characters are gonna stay exactly like they are in the comic. Hard-assed, edgy and queer.

Brian: Great.

Justin: Oh, get this. When we told him we based the character of Rage on you, he says I have to meet this guy. So we made plans to go to Babylon tomorrow night. Contingent, of course, on your availability.

Brian: Well, I have to get my tights back from the cleaners.

[He’s taking off his suit. As he bends down to take off his pants, he grimaces in pain. Justin notices that.]

Justin: What’d you, hurt yourself?

Brian: I must’ve pulled a muscle in Ibiza.

Justin: I bet I can guess which one. (Looking closer at Brian) You know, you look really tired.

Brian: Just jet lag. I’m fabuluso, senor!

Justin: I wish I could say the same thing about the shorts.

[Brian, who has stepped out of his pants, is heading for the bathroom wearing a pair of gray jockey shorts. He scratches his ass. He goes into the bathroom, shutting the door (!) behind him.]

Justin: Hey. Don’t jack off in there. I have other plans!

[We can hear the shower running. The phone rings.]

Justin: Brian! Do you want me to get the phone?

[Brian doesn’t hear him, so Justin goes to pick up the phone. But before he can get to it, the answering machine picks up.]

Voice: [on phone] “Hello, Mr. Kinney, this is Dr. Rabinowitz from the Johns Hopkins Oncology Center. I’d like to discuss your post-surgery options. So please give me a call at 410-555-4832.”

[He starts to call out to Brian, but then he stops, reconsiders.]

[At Lindsay and Mel’s for dinner, Sam listens to Melanie the supportive spouse brag about Lindsay’s talent as an artist.]

Sam: When I told my dear "I wanted something special for her birthday", she says "Sammy, I don't like you paintings, but why you haven't the first cose?"

Mel: [to Linds] Sounds like Rita and Mian.

Lindsay: They say that about family and would appreciate your work.

Mel: Not in this house. I love Lindsay's paintings.

Sam: You paint?

Lindsay: A little.

Sam: Uh-huh, why don't you tell me?

Lindsay: It's long ago. No-one has ever seen it.

Mel: She's almost mortist, so forced her.

Lindsay: Mel.

Mel: Shut up! She has her paintings exhibit.

Sam: I'm impressed.

Lindsay: Don't be. It was years ago.

Mel: Why don't you show Sam?

Lindsay: No! Absolutely not!

Sam: I'm sure that she is very shy about everyone see your work. I can totally understand.

Lindsay: Thank you, Sam.

Sam: But I said, get over it. Every artist is a self-centered, egomaniacal fascist. So. Spare me the modesty shit.

[They got up at the attic.]

Mel: C'mon, a great artists see your work. What you gonna say?

Sam: Pretty colors.

Lindsay: That's it?

Sam: I like the duddle in the corner. Oh, it's cute.

Lindsay: Cute...

Sam: What the fuck do I know about other people’s art? I just make my own. More importantly - what do you think?

Lindsay: I think they’re academic, derivative, uninspired. And that’s pretty much the same reason why I stopped painting.

Sam: Something must have inspired you once.

Mel: There’s this. I love this.

[She gets out a sketch of an old homeless guy.]

Lindsay: Oh, there was a homeless guy in my class. He just lined, haunted. Mystering the death or worse. I don't know why. I had to sketch him.

[At the comic store, Mikey’s taking out a Rage poster to hang in the window when Justin comes in. One look is all it takes to know this isn’t a social visit.]

Michael: What's wrong? You didn't like it?

Justin: Did you know?

Michael: Huh?

Justin: Did - you - know?

Michael: Know what?

Justin: About Brian. He didn’t go to Ibiza.

Michael: Well, where’d he go? South Beach? Cancun?

Justin: Johns Hopkins. It’s a hospital in Baltimore.

Michael: I know what it is. What was he doing there?

Justin: There was a message from a Dr. Rabinowitz on his machine, checking up on his surgery and to discuss follow-up treatment. So I called the hospital to see who Dr. Rabinowitz is and he’s an oncologist who specializes in testicular cancer.

Michael: Oh, God.

Justin: So you really didn’t know?

[Michael shakes his head. He had no idea.]

Justin: Well, if he didn’t tell you and he didn’t tell me, then who did he tell?

Michael: My guess is nobody.

Justin: That he has cancer?

Michael: Well, I’m sure if he wanted us to know, he would have told us.

Justin: What are we supposed to do? Just keep our mouths shut? Act like we don’t know anything?

Michael: If that’s what he wants, then that’s exactly what we’re gonna do.

[Meanwhile, Rage’s superpowers are ebbing away. Brian nearly passes out in the middle of a meeting.]

Guy#1: I already have sketches for you, to look over.

Woman#1: And I have cards for Goldwin.

Brian: Nice goin'. What about Braun Athletics? Have... we... get the contracts? [he drink some water]

Woman#1: Caming in yesterday.

Ted: Brian? You're okay?

Brian: Yeah. I... yeah, I just... excuse me. Just for a second.

[He goes into his office. Ted follows.]

Ted: Brian?

Brian: I’m fine.

Ted: Well, you sure as hell don’t look it. You practically fainted in there.

Brian: I’m just a little tired from my trip.

Ted: Well, maybe you should go home. I mean, we could finish this tomorrow.

Brian: (snaps at him) I said I’m fine! Now let’s finish the goddamn meeting.

Ted: You don’t have to be so testy.

[Back at the diner, Deb’s not quite ready for prime time, either.]

Debbie: One pink plate, one meat loaf.

Customer#1: I have a pot pie.

Debbie: Pot pie. Sorry, coming right up. So, who in the fuck had the meat loaf?

Customer#2: Meat loaf? That's me.

Debbie: What do you do? Changed tables? Sorry, honey.

Emmett: How is my favourite service professional?

Debbie: I'm doin' fine.

Emmett: I thoughed you're done, I escort you home.

Debbie: But I'm on a tray. But I get off 1:30...

Emmett: Well, that's about...

Debbie: A.M. I took another shift.

Costumer#3: Who do I have get fucked to get service around here?

Emmett: Me! And you're gonna waiting a long time!

Debbie: Sorry honey, what can I do for you?

Costumer#3: I had a piece loaf, remember?

Debbie: Right.

Harold: Debbie? Debbie?

Debbie: Yeah?

Harold: I'm Harold, friend of Vic's. I just wanna tell you how sorry to hear he's passed away.

Debbie: Thanks.

Harold: He was always saying what a great relationship you two had, how he looked up to you. You were more than a sister, you were his best friend.

Debbie: Sorry, I have to get this order.

Harold: I know how difficult it is for you right now. But at least you have the comfort of knowing how much he loved you.

[Instead of being comforted by his kind words, Deb is completely undone. She makes a lame attempt to get back to serving tables, but she promptly breaks down and her tray goes crashing to the floor. Fortunately, Emmett’s still there.]

Emmett: Debbie? Come, sit down.

[He makes her sit down and then takes her home.]

[Back in Deb’s kitchen, Michael and Emmett alternately scold and fuss over her]

Emmett: I told her it was too soon.

Debbie: I just got a little shaky, that’s all. I didn’t get my sea legs back. I’ll be better tomorrow.

Michael: You’re not going back tomorrow or the next day. You’re gonna take a few weeks off.

Debbie: The hell I am!

Emmett: Would you calm down please? We are just looking out for your best interest.

Debbie: I know what my best interest is. It’s to work, so I can pay for Vic’s monument.

Michael: That doesn’t mean you have to kill yourself!

Debbie: You don’t understand. You don’t have a fuckin’ clue.

Michael: Well, why don’t you give me a fuckin’ hint?

[She says nothing.]

[Sam invites Lindsay over to look at his etchings. She’s choosing pieces for the gallery exhibition.]

Lindsay: They’re all so vibrant, so dynamic. I don’t know which to choose.

Sam: Take ‘em all.

Lindsay: Simple and practical solution.

[He gets out a bottle of something that looks like Grand Marnier and pours it into glasses that are definitely not the right kind for liqueur or brandy.]

Sam: You surprise me.

Lindsay: Oh?

Sam: To look at you, no one would ever suspect.

Lindsay: That I’m a lesbian?

Sam: That a beautiful blonde could be smart, honest, funny. And supremely talented.

[They clink glasses.]

Lindsay: It’s not that uncommon.

Sam: Oh, it’s not?

Lindsay: Well, how many women have you ever bothered to know? Or let know you before you fucked them? Or married them? And as for my talent, well, judging from your response it was anything but surprising.

Sam: That’s where you’re wrong. That drawing you did of the homeless man?

Lindsay: I haven’t done anything like that in years.

Sam: You should.

Lindsay: Maybe someday.

Sam: Why not now?

Lindsay: Now I’m too busy being a wife, mother, and then there’s my -

Sam: Oh, spare me the excuses, lady. When you’re an artist, nothing stops you. I could be going down in a plane, taking a dump, screwing my mistress - I’d still reach for a pad.

[He hands her a sketchbook.]

Sam: Draw something.

Lindsay: Now? What am I supposed to draw?

Sam: Whatever the hell inspires you. A chair. An apple.

Lindsay: You?

Sam: Me?

Lindsay: You.

Sam: Fine.

[He starts taking his clothes off. This is not what Lindsay had in mind.]

Lindsay: (alarmed) What are you doing?

Sam: What’s it look like?

Lindsay: No no no - wait, Sam, you don’t actually have to take off your -

Sam: There you go. Human body. It’s inspired artists for centuries.

[Sam lights a cigar, completely at ease.]

Lindsay: I don’t believe it!

Sam: Few do. Don’t stand there gawking, draw something.

[Lindsay downs a shot.]

[It’s Wet Willy Night at Babylon. Not a fortuitous theme for Brian, who isn’t looking so hot. He’s tired and even though he won’t admit it, he’d probably rather be home in bed. Sleeping. At the stage a line with 9 guys standing in their white undees and a drag queen dressed like Rotkäppchen]

drag queen: My. What a big cock you have.

Justin: Fuck, is that something real?

Brian: It's real alright, but put your eyes back in your pants. He's a bottom.

[Michael and Ben bring Brett Keller over to meet Brian.]

Michael: Hey. How are you? I mean - how was your trip?

Brian: I almost didn’t come back.

Michael: We would have missed you.

Brett: That must be him. He looks just like him.

Michael: Brian, this is Brett Keller.

Brian: A the boy-wonder of Hollywood.

Brett: Sounds like to.

[Brian can barely stand up. He turns away, leaning against the railing for support.]

Brian: I head downstairs to console the losers.

Michael: Why did you let him come here? He should at home and resting.

Justin: How am I supposed to stop him when I’m not supposed to know?

[He heads downstairs after Brian, leaving Michael and Ben with Brett Keller.]

Brett: I want to recreate this place exactly like it is for the movie.

Michael: (to Ben) See? I told you so. (To Keller) Ben’s a writer, too.

Keller: Screenplays?

Ben: Books. Just finished a novel.

Keller: What’s it about?

Ben: It’s a love story between two men, set in Paris in the 30's.

[Keller doesn’t look too enthused. Poor Ben.]

Keller: Period pieces are a tough sell.

Ben: I wasn’t planning to sell it. Besides, I’m sure it’s not your thing.

Keller: And what is?

Ben: Mindless entertainment for 12-year-old boys.

Michael: Jesus, Ben!

Keller: No, I’d like to hear what he has to say. Please. Continue.

Ben: Considering you’re gay and you pretty much have the power to do anything you want, I’d think you might do a project with some relevance. Some social responsibility.

[Michael is staring daggers at him. Down on the dance floor, Brian is apparently in the process of picking up a trick.]

Justin: Brian. I'm not feeling well.

Brian: Well, you should go then.

Justin: You come with me? Please.

Brian: [to the trick] I guess he wins again.

[Once they get back home from Babylon, Michael has it out with Ben.]

Michael: Relevance? Social responsibility? How could you insult him like that?

Ben: That guy is a fraud. He’s an untalented hack!

Michael: That may be your opinion, but he’s one of the most successful directors in Hollywood.

[Ben snorts.]

Michael: There’s nothing wrong with being successful.

Ben: As long as you don’t sell out.

Michael: Who’s talking about selling out?

Ben: Don’t be naive. Do you think Brett Keller’s successful because he maintained his artistic integrity?

Michael: He loves what he does and he’s damn good at it!

Ben: You should fit in perfectly out in Hollywood.

Michael: You know, I may not be the brilliant, uncompromising genius that you are, but you know what I think? I think this has nothing to do with artistic integrity. I think that you’re jealous! Because somebody wants to make a big movie out of our comic book and no one will touch your novel!

[Michael takes his clothes and slams out. Hunter hears the argue while he's in bed.]

[Tenderly and sweetly, Justin helps Brian unbutton his shirt.]

Justin: Lemme help.

Brian: I can do it.

Justin: I know you can.

[He takes off Brian’s shirt, then he helps Brian lie on the bed and slides his jeans off. Brian has a brief moment of clarity, remembering that Justin got them out of Babylon by claiming to be sick.]

Brian: I thought you had food poisoning.

Justin: I guess it was just a tummyache.

[Brian lies back, eyes closed, drifting off. Justin gazes down at him, stroking his face gently. It’s all he can do not to say something, but he keeps his silence. He gets as close as he can to the subject, hoping that Brian will break down and tell him the truth.]

Justin: Tell me about Ibiza.

Brian: Uhh...It was like I died and went to homo heaven. Beautiful guys all dressed in white. And everywhere you went, it smelled like lemon-scented air freshener.

[Brian is describing the hospital. Telling Justin without telling him.]

Justin: It sounds great.

Brian: I even fucked a matador.

Justin: No way.

Brian: Ole.

[Resting his head on Brian’s chest, Justin puts his arms around him, sniffling a bit.]

[The morning after the fight with Ben, Michael wakes up at Ted’s condo.]

Ted: Mickey, gotta get up! You're late for schoo-ool. [Michael does nothing.] GET YOUR ASS IN GEAR! NOW!

Michael: This is a hell of morning, you wake me up.

Ted: I also bring you a cappochino and a schocolate crossant.

Michael: Thanks for let me crash.

Ted: You can come to moma's every time you want.

Michael: Be careful. I end up like a permanent houseguest.

Ted: I’m sure as soon as you get back, you and Ben will fall into each other’s arms and kiss and make up.

Michael: Not until he stops acting like a jealous asshole.

Ted: I did the same thing when Emmett’s party planning started taking off. The more successful he got, the more I resented it.

Michael: Maybe I should just forget the whole thing.

Ted: What are you, nuts? How often does an opportunity like this come along? Zzzt! Time’s up! Never!

Michael: But if it’s gonna cause all these problems -

Ted: Look. You can’t turn yourself into a failure to make your relationship a success.

Michael: Thanks, moma.

Ted: [they kiss] Every time.

[Brett Keller is at the comic store, marveling at the collection.]

Brett: Dr.Strange number one six nine. I'm trying to find this from ebay for a months. How much do I have...

Michael: It's all yours.

[His driver comes to pick him up for the airport.]

Driver: Excuse me, Mr.Keller, we need you to get to the airport to make your flight.

Brett: I'll be right there. You guys we’ll be in touch.

Michael: Thanks Brett.

Brett: And if we can’t get Colin or Ashton to play Rage, we’ll get Brian.

[Brett leaves.]

Michael: How’s he doing?

Justin: He’s still pretending like everything’s alright and I’m pretending like I don’t know. Fucking shit. I’m telling him.

Michael: You can’t! He wants it this way.

Justin: It’s easy for you to say. He’s not your boyfriend. You don’t love him.

Michael: I love him enough to honor his wishes.

[That will be put to the test soon enough.]

[Emmett pays Horvath a visit.]

Emmett: She and Vic had this huge fight. Now, she thinks he'll never forgive her, so he threw him a post christmas party where this angel broke. So, she'll brought him his headstone with a life big Gabriel blows his trompet.

Carl: Slow down, I'm not following you.

Emmett: The point is, Carl, no one can get threw her. Not me, not Michael. But something tells me, sure as I know and sure as you can, that... you can.

Carl: Didn't seem so the other day.

Emmett: Trust me. And I'll understand. In time like this a girl needs a man.

[Lindsay is painting again.]

Mel: It's been a long time.

Lindsay: Since when?

Mel: Since I seen you so happy.

Lindsay: Thanks to a certain madman friend of mine.

Mel: Oh. My. God. Did he pose for you like that?

Lindsay: With nothing but a cigar!

Mel: He really is mad.

Lindsay: You know a wonderful, furiating generous self-centred sort of way.

Mel: I'm glad he's inspired you. [they kiss] Later.

[Lindsay looks at her drawing and must laugh about something that we missed.]

[Michael and Brian are sitting on the floor, smoking a joint after a Chinese take-out dinner.]

Brian: Linda Hearley.

Michael: Who?

Brian: Linda - Hearley! AKA, Linda the hurler. I trying to find out her name all day.

Michael: Christ, what makes you thinking about her?

Brian: Your last rendering.

Michael: I hope this time I host this down.

Brian: Let's tell the story, Mikey.

Michael: You already know the story.

Brian: I don't care. Come and told me again.

Michael: It was the junior class presentation of our town... and somehow I landed in the park of George. And Linda was Emily. It was this tender moment at the end of act 2 where they kiss...

Brian: [laughs] She puked almost over her...

Michael: She had the flue!

Brian: [laughs] Alright, she had flue!

Michael: That's when I decided, it was not an actors life for me.

Brian: Now Hollywood’s calling and - Rage - “The Movie.”

Michael: He wouldn’t exist if it wasn’t for you. So you gonna come to the premiere?

Brian: Why wouldn’t I?

Michael: I want it to be at that theatre - you know the one with all the stars’ footprints. Wouldn’t it be cool if we had our footprints in the cement? Michael and Brian, immortalized forever. Just you and me.

[Brian is dozing off, stretched out on the floor. Michael is stroking Brian’s hair.]

Brian: Michael. Mikey.

Michael: (still crying) Shit. I’m sorry. I know. I know you didn’t go to Ibiza. I know you went to Johns Hopkins and you had surgery. Oh, my god. If I lose you, I don’t know what I’ll do!

Brian: I’m OK, I’m OK.

Michael: (still snivelling) I wasn’t supposed to tell you. I told him not to tell -

[He sits up, looks at Michael intently.]

Brian: Who?

Michael: Justin. He overheard the doctor leaving a message on your machine and he called the hospital.

[Brian shakes his head. This can’t be good.]

[Deb’s at home spending another night in front of the tube. The doorbell rings.]

Debbie: Em! [Emmett didn't go to the door.] Fuck!

[She goes to the door.]

Debbie: Hey, Carl.

Carl: You busy?

Debbie: Well, actually you safe me for the shopping chanel.

Carl: Can I come in?

Debbie: I look like shit.

Carl: Hey, I have seen you first thing in the morning. Remember?

[They sit down in the kitchen at the table.]

Carl: It must have been a shock, losing him like that, so unexpected.

Debbie: Yeah, you could say that.

Carl: So much left unsaid.

Debbie: Yeah, that too.

Carl: I understand.

Debbie: I was a fucking asshole, Carl. I said horrible things. Things I can never take back. Things I can never be forgiven for. You know what that’s like?

Carl: When Celia - my wife - died, she was in the hospital for three months, lingering, suffering. Lung cancer. She was so scared to die alone, she made me promise I wouldn’t let that happen. So I stayed with her, day and night. Slept in that goddamn chair in that goddamn hospital room, listening to her gasping for breath - One night I was so angry - at the chairs, at the hospital, at the doctors, at her for smoking - I went out and had a drink. Actually, I had so many I lost count. When I got back, she was dead. My wife died when I was out gettin’ sloshed. I broke my promise and my Celia died alone. I beat myself up for a long time, Debbie, thinking she’d never forgive me. But it was me who wouldn’t forgive me. She knew how much I loved her. If she was still here, she’d say, “Carl, what the hell are you doing? Enough already!” It’s the same thing with your brother. He knew how much you loved him.

[Deb’s all tearful.]

Debbie: I’ll just never be able to tell him that I’m so sorry. I’m just so sorry!

Carl: He knows, sweetheart.

[He hugs her as she sobs. This is the catharsis she so desperately needed. At last, she’s letting out all her grief and letting go of her guilt.]

[At Ben, Michael and Hunter's flat. Michael didn't show up.]

Ben: Hey, set the table. Dinner's almost ready.

Hunter: For two or three?

Ben: Three.

Hunter: Then Michael's coming back?

Ben: Of course he's coming back.

Hunter: I heard you guys fighting last night.

Ben: We weren’t fighting. We were having a disagreement.

Hunter: You were disagreeing really loud.

Ben: Sometimes couples do that. Anyway, it doesn’t concern you.

Hunter: The fuck it doesn’t. What happens to me if you guys break up?

Ben: Nobody’s breaking up.

Hunter: I’m just asking in case I need to make other arrangements.

Ben: You’re staying right here, pal. With us.

[Michael comes in.]

Michael: Hey.

Ben: Hey.

Michael: Ben, I'm sorry about last night.

Ben: Me, too.

Hunter: Apologize accepted. Now you guys fuck and make up!

Ben: By the way, this came for ya.

Hunter: What's that?

Michael: Brett Keller send the option agreement. And an autograph picture for you from Cameron Diaz.

Hunter: Tight!

Ben: You gonna do it?

Michael: Yeah, we’re gonna do it.

Hunter: I’m stoked!

Ben: Congratulations.

[He almost sounds sincere.]

Michael: Thanks.

Hunter: Let's eat!

[An unsuspecting Justin arrives at the loft and finds Brian sitting at the dining room table, brooding.]

Justin: Hey. I picked up some movies. Figured we’d just stay and watch.

Brian: What’d you bring? “Terms of Endearment”? “Love Story”? “My Boyfriend Has Cancer”?

[Brian knocks the DVDs on the floor.]

Justin: Why didn’t you tell me?

Brian: Maybe because I didn’t want you to know. Or maybe because it’s none of your fuckin’ business!

Justin: Brian - I’m your partner.

Brian: Not anymore. I don’t want you here, now get the fuck out.

Justin: Cut it out.

Brian: I said get the fuck out!

Justin: Brian, I love you and I want to help you.

Brian: Get the fuck out!

[He tosses Justin’s backpack out into the hallway, then shoves Justin out the door. And that’s all, folks.]