Episode 1 - Pilot

Emmett: [referring to an attractive man at Babylon] "My God, have you ever seen anything more beautiful?"
Ted: "Venice. At sunset."
Emmett: "Fine. You go down the Grand Canal, I'll go down on him."

Michael [voice-over]: "Emmett can be a little campy. Okay, a lot campy. But you've got to admit, these days it takes real guts to be a Queen in a world full of commoners."

Michael [voice-over]: "Ted's this really smart guy and he's got a really big heart. Only, nobody here is interested in the size of that organ."

Michael: We need to go. We want to eat.
[Brian is receiving oral sex from a guy in the back room of Babylon.]
Brian: I'm just gonna give him my number.
Michael: "What'd you do, write it on your dick?"

Michael: "That was quick."
Ted: "Not when you've had as much practice as he's had."
Brian: "I got bored."
Emmett: "I know, getting your dick sucked can be so tedious."

Brian: "Do you like Special K?"
Justin: "It's okay. I like Cheerios better."
Brian: "I don't mean the kind you eat with bananas."

Brian: [to Justin] "So are you coming or going? Or coming and then going? Or coming and staying?"

Michael: "This is my friend Emmett. He's staying with me temporarily since the hooker who lived down the hall from him burnt his apartment building down two years ago."
Trick: "Two years is a long time to be temporary."
Michael: "And yet it hasn't interfered with my love life... which I suppose says a lot about my love life."

Brian: [to Melanie when she asks about Justin] "You were on the phone when he shot his load all over me."

[Brian says that Justin is only 17]
Melanie: "So you and Lindsay each had an infant tonight."
Brian: "Mine doesn't suck on my tits... unless I want him to."

Brian [to Justin]: "Pop quiz, no talking. Here's your question. Multiple choice. Do you want to come home with me? A, yes. B, yes. Or C, yes. Tick tick tick! Time's up, pencils down. What do you say?"
Michael: "None of the above. He's going home."
Justin: "I'm going with him."
Brian: "Good boy. You get an A+."

Emmett: "Poor baby. Well I have just the thing. A new porn video. [Runs to get the video] It all takes place in a prisoner of war camp. Hot, horny men starved for action."
Michael: "I can relate to that."
[Emmett hands over the video to Michael.]
Emmett: "Guaranteed to make your private stand up and salute."

[Michael walks in on Justin and Brian]
Michael: "Christ! Didn't you get enough last night?"
Brian: "There is no such thing as enough. Besides, I couldn't send him off without a nourishing high-protein breakfast."

Brian: "Here we are sonny boy."
Michael: "Be sure to come home right after school."
Brian: "No lingering on the playground or in the locker room with the gym teacher."
Michael: "Oh you did not tell him about that!"
Brian: "It's the most famous shower scene since Psycho."
Justin's schoolmate: [passes, screams at Justin] "Hey Justin, wanna suck me off?"
Brian: "No!" [Gets down from his jeep] "But I'll kick your tight little virgin ass so hard you won't sit down for a week!"

Daphne: "Where have you been? Your mom called. I didn't know what to tell her. I said you were still asleep."
Justin: "I just saw the face of God."
Daphne: "Huh?"
Justin: "His name is Brian Kinney."

Episode 2 - Queer, There and Everywhere

Emmett: "So, uh, who's he look like?"
Michael: "Well he's got Brian's eyes and mouth, and Lindsay's nose."
Ted: "If he's got Melanie's dick, we're in big trouble."

Michael [voice-over]: "Remember that story we all read in high school, you know the one about the prisoners chained in the cave? Plato or whoever? All they could see were shadows on a wall so after a while they started thinking that was reality. Well, in a way that's what Ted's like. It's been so long since he's had sex with someone he didn't download, he's forgotten that all those perfect bodies and perfect faces aren't real. That no one's really there, that they're only... shadows. Then again, who ever got anal warts in a chatroom?"

Brian: [to Michael about Tracy having feelings for him] "You could have told her the truth instead of acting like a scared little faggot. You should have just said, "I take it up the ass sweetheart, deal with it."

Brian: "There's only two kinds of straight people in this world: the ones that hate you to your face, and the ones that hate you behind your back."

Debbie: "So, you going out cruising after you drop me off?"
Michael: "No, I've been invited to an all-night orgy."
Debbie: "Woo! Sounds hot!"

Brian: [to Justin about their "fuck"] "Look, I don't believe in love. I believe in fucking. It's honest, it's efficient. You get in and out with the maximum of pleasure and minimum of bullshit. Love is something that straight people tell themselves they're in, so they can get laid. And then they end up hurting each other, because it was all based on lies to begin with. If that's what you want, then go find yourself a pretty little girl... and get married."

Episode 3 - No Bris, No Shirt, No Service

Michael: "I wished for a moment that I too could be a lesbian. But then I remembered I'd have to eat pussy, so I said forget it!"

[About Gus]
Brian: "Christ. He'll probably grow up to be straight."
Michael: "All the more reason he needs his Dad!"

Emmett: "I read that for every thirty pounds you lose, you gain an entire inch of cock."

Episode 4 - Ted's Not Dead

Ted's mother: "Loving someone's not the same as knowing them."

Debbie: "I've always said, it isn't who you love, it's how you love. Genitalia is simply God's way of accessorizing."

Ted: "I saw you... fucking. When I woke up. I thought I'm in Hell and this is my punishment. Watching Brian Kinney fucking for all eternity."
Brian: "You should be so lucky."

Episode 5 - Now Approaching... The Line

Justin: "I like dick. I want to get fucked by dick. I want to suck dick. I like sucking dick. And I'm good at it, too." [/b]

Michael: "Who's leading her on? We're counting cartons of toilet paper."
Brian: "Yeah, which you can use because you're so full of shit."

Michael: "You ever been on a real date?"
Brian: "Once. I ended up fucking the waiter."

Episode 6 - The Art of Desperation

Brian: I tune out self-pity, it makes my dick soft. And we wouldn't want that... would we?

Ted: "Roger and I have decided to get to know each other before we have sex."
Brian: "What do you think you are, lesbians?"

Justin: "What are you doing? She thinks you're a lesbian."
Daphne: "Well, can't I be one of the cool people, too?"

Brian: "Fuck groups."
Lindsay: "I thought you did."

Episode 7 - Smells Like Codependence

Emmett: [expecting David] "Ohhhh! That must be Prince Charming!" [Brian walks in] "Make that the Wicked Witch."

Michael: "I just don't know what you do for a whole weekend."
Emmett: "Well, let's see, first you arrive."
Ted: "Then you fuck."
Emmett: "Then you unpack."
Ted: "Then you fuck."
Emmett: "And then you go berry-picking."
Ted: "Then you fuck."
Michael: "I mean after you fuck!"
Emmett: "You talk. You get to know each other."

Justin: "If you want to hit me, go right ahead. Only I'm not gonna cry like some little faggot. And if you want to send me away, that's all right too. 'Cause I bet more butt-fucking goes on in boarding school than in the backroom of Babylon. But whatever you do, it's not gonna matter. 'Cause I'll still be your queer son."

Episode 8 - Babylon Boomerang

Justin: "I'm turning 18 soon. That means I can vote, get married, and join the army."
Emmett: "Hopefully not in the same day."

Craig: "I am not gonna be humiliated by a bunch of..."
Jennifer: "Fags? I got news for you, big man. You already have been."

Brian: "You're not crying, are you?"
Justin: "I'm not some little faggot."
Brian: "No, you're not. You're pretty brave actually."

Ted: "I could fix you up with my sister. Only she looks like me in a dress."

Vic: "AMC has a Joan Crawford festival all week.
Debbie: "Nobody is that gay."

[About Craig's rules for Justin staying in the house]
Brian: "So in other words, for Justin to live here with you he has to deny who he is, what he thinks, and how he feels?"
Craig: "No one asked for your opinion, pal."
Brian: "Well, that's not love. That's hate."

Episode 9 - Daddy Dearest (Sonny Boy)

Melanie [to a nurse]: "Listen to me. I stay up half the night worrying that he will grow up to be happy, and healthy, and loved. So don't you dare tell me I have no right to be with him. You officious, homophobic cunt!"

Brian: "He eats with straight people?"
Ted: "Ick. You never know where their hands have been."

Emmett: "Drop to your knees, pussy boy."

Episode 10 - Queens of The Road

Brian: "This is not the White House! George Washington never slept here!"
Justin: "He's the only one who hasn't."

Mysterious Marilyn: "God writes the script, sweetie. I just say the lines."

Episode 11 - Surprise!

Ted: "I'm 33, what does that make me?"
Brian: "Did you guys hear something? A voice from the dead?"

Emmett: "I need to go into a phone booth and jerk off."

Vic: "Promiscuous is anyone having more sex than you."
Emmett: "I thought I was being safe... careful."
Vic: "Sex isn't careful. If it is you're doing it wrong. It's messy and it's human."

Ted: "So, listen. I know there's this part of us that thinks we don't deserve to be loved" —
Michael: "What are you talkin' about?"
Ted: "Let me finish. So we fall in love with someone we know we can't have and who's never gonna loves us, and we fantasize about the day when all of a sudden he realizes and sees everything he's been missing. You know, and all our dreams come true... only, that day never comes, and before you know it, it's your fortieth birthday, it's your fiftieth birthday and you're still alone. Don't let that happen to you, Michael. Love someone for real, someone who loves you."

Episode 12 - Move It or Lose It

Michael: "Captain Astro uses his magical fisting power!"
Emmett: "Quit it! It's too early for fisting!"
Michael: "No, it is never too early for fisting!"

Matt: "I'm Matt."
Emmett: "Course you are. You're always Matt, or Scott, or Todd, or some other wonderful one-syllable name."
Matt: "I'd offer to buy you a drink, but something tells me you don't need another."
Emmett: "Something tells me you might be right! Now, if you'll excuse me, I'm gonna go home; it's always nicer to vomit in your own toilet."

Michael: "I told her I was an out and proud homosexual and if she didn't like it, she can suck my dick."

Michael [to Tracy]: "When you spend your entire life keeping it a secret, who you really are, you learn to stop trusting people and it becomes second nature."

Episode 13 - Very Stupid People

Ted [to Emmett]: "What's the matter with you?"
Brian: "He's got razor burn on his balls."

Brian: "Don't tell me no one's ever had a Big O at the Big Q?"
Michael: "I wouldn't know."
Brian: "Well, I would. First-hand. And I mean first-hand experience."
Michael: "Are you saying..."
Brian: "Remember last Christmas when I came to pick you up and you were setting up for Santa's Workshop?"
Michael: "Not Santa. Don't tell me you fucked Santa!"
Brian: "Even I wouldn't do that. I'm not into fat. His elf!"
Michael: "You didn't."
Brian: "What he lacked for in feet he made up for in inches."

Episode 14 - A Change of Heart

Heather: [telling the story of her first time] "One night it just happened. We made love on the 18th green. God, I still remember that hole."

Brian: "Homophobic corporate America wins again."
Melanie: "Oh, please. You can hang a sign on your office door saying 'Blow Jobs 10 cents' and you'd still have it better than any woman and person of color, because guess what? You're a white man which still counts for something in this country."

Ted: "Just my luck, lesbians find me irresistible."

Brian: "Jesus, it smells like a dirty jockstrap."
Melanie: "In that case, you should like it."

Justin: "He's majorly hung."
Brian: "And for once he's not talking about my cock."

Debbie: "A leopard can't change its stripes... and neither can a queer!"

Ted: [about Emmett trying to turn straight] "I think God appreciates it even more. Because he created you in his image. At least that's what I was always taught. And since God is love and God doesn't make mistakes, then you must be exactly the way he wants you to be, the way he intended you to be. And that goes for every person, every planet, every mountain, every grain of sand, every song, every tear... and every faggot. We're all His, Emmett. He loves us all."

Emmett: "I told them "some of us are meant to eat pussy and some of us are meant to suck cock." But either way - God loves us."

Episode 15 - The Ties That Bind

Debbie: "Do you even know what a Huggie is?"
Michael: "Here's a hint, it's not a sexual position."

Michael: "If God wanted me to be on ice, he would have made me a vodka martini."

Episode 16 - French Fried

Justin: (about coffee) "And it still causes high blood pressure, heart attack, poor sexual performance."
Brian: "Haven't had any complaints."

Justin: "Fortunately, I have youth on my side. I can stay up all night fucking and still score 1500 on my SATs."

Justin: "Well listen up now that your hearing has returned. This queer says fuck you!"

Brian: "Once this straight football jock picked me up and dunked my head in the toilet."
Justin: "What did you do?"
Brian: "I followed him to his locker. It was open, his hand was up, like this. He was laughing so I slammed the door so hard it broke three of his fingers. And that was the end of the season for him."

Brian: "Can we sleep already?"
Justin: "I need your expertise."
Brian: [lying on top of him, naked] "I think I've given you plenty..."

Brian: "You're the client; have a seat, Mr. Taylor."
Justin: [sits]
Brian: [laughs]
Justin: [kicks him] "What's so funny?"
Brian: "That's just how I imagine all my clients, I picture them naked."

Episode 17 - Solution (How TLFKAM Got Her Name Back)

Debbie: "Well, I hate it when couples make out in front of you!"
Brian: "It's French. We're frenching."

Michael: "You're so anal."
David: "Lucky for you."

Justin's Principal: "Mrs. Taylor, there are more important lessons to be taught here."
Jennifer: "Than tolerance?"

Lindsay: "Do you still love me?"
Mel: "I never stopped."

Episode 18 - Surprise Kill

Brian: "And I thought I was finally rid of you."
Justin: "Not until I say so!"

Ted: "Jesus, he's still cute."
Emmett: "You say that about all the boys who put you in a coma."

Michael: "I don't wanna be a saint. I wanna be a ruthless, heartless shit who fucks whoever he wants without conscience or remorse!"
Brian: "Sorry, that position has already been filled."

Episode 19 - Good Grief!

Brian: "I need coffee."
Ted: "Someone was up fucking 'til the wee hours."
Justin: "Was he cuter than me?"

Michael: "Jesus, Brian, your dad just died. How can you think about getting your dick sucked?"
Brian: "This is my grief counselling."

Emmett: "She wants you to fuck her?!"
Ted: "Gay men and straight girls sleeping together, isn't that one of the signs of the apocalypse?"

Brian: "If you don't earn respect when you're alive, you don't deserve it when you're dead."

Episode 20 - The King of Babylon

Emmett: "Hooray! Only... it's starting to feel perilously like a couples night, seeing as I'm the only single boy left."
Brian: "Excuse me? What the fuck do you think I am?!"
Justin: [rushes over and grabs Brian's arm before anyone can reply] "Are we going to Babylon?"
[Everyone laughs]

Michael: "Those jeans are all worn and too tight... How come I haven't seen you in them before?"
David: "I only wear them when I don't have any clean clothes."
Michael: "Well, you must stop doing laundry immediately."

Episode 21 - Running to Stand Still

Justin: "This is disgusting. Really sick!"
Brian: "Are you looking at those hetero porn sites again?"

Episode 22 - Full Circle

Brian: "What is this?"
Ted: "Your official membership to the Dead Faggots' Society."
Brian: "Who are you, the fucking founding father?"

Brian: "Yeah, that's just what I need, to be in a dance with a bunch of fucking 18-year-olds."
Justin: "I thought you liked fucking 18-year-olds."

Ted: "Flannel. Isn't that lesbian lingerie?"

Brian: "We gave them a prom they'll never forget."
Justin: "Me neither. It's the best night of my life."
Brian: "Even if it was ridiculously romantic."