This paper explores the political and affective importance of friendship as a vital force in the lives of LGBTQ+ older adults with disabilities as they negotiate and dwell within care systems. Drawing on (a) ethnographic fieldwork among LGBTQ+ older adults with physical and cognitive disabilities residing in long-term care homes (nursing homes) in Canada and (b) research focused on substitute decision-making norms and practices for people living with dementia who do not have close kin (and exist outside of heteronormative family structures), it theorizes friendship in two ways. First, it theorizes friendship as an affective familiarity that is vital for queer disability worlds. Second, it theorizes friends as critical “third persons present” in negotiating and bearing witness to care systems that can render LGBTQ+ older adults and other marginalized groups as themselves “third persons present” in their own lives. The paper builds theoretically on (a) queer and critical disability theorists who have explored the political and ephemeral potentials of friendship in building and sustaining queer and/or disability worlds (e.g., Coleman 2009; Foucault 1981; Vuk 2022) and (b) critical disability scholars who have examined the sanist or cogniticist assumptions that underlie many care systems and practices and how marginalized subjects and their significant others negotiate these (e.g., Cascio and Racine 2019; Baril and Silverman 2019).