David and Donna visit her paternal grandmother, Celia Martin, who tells them the story of her husband who was the only one true love of her life during the 1940s. Meanwhile, Valerie meets and befriends Rob Andrews, a young and new rising actor in Hollywood. Kelly befriends an 11-year-old boy, called Joey, she finds camped outside her apartment, whom she suspects is a runaway. Also, Steve asks Brandon, Tracy and Clare to help him with filming an infomercial as a class project and literally gets into a sticky situation regarding the product's true nature.

Steve becomes depressed and frustrated with his father when Rush doesn't approve of the quick and easy future Steve has planned following graduation from C.U. Clare tells him that her father wants her to move to Paris with him after graduation and wants Steve to come with her. Meanwhile, Kelly's father, Bill, arrives in town for another visit and meets with Valerie, who tells her that Derrick Driscoll is actually an embezzler who just ripped off all her money that she invested. Kelly receives disturbing medical news that she may not be able to bear children. Also, Donna flakes out on her last final exam with Professor Langley.

Valerie hires Matt for help in representation when her revenge-seeking mother presses murder charges against her for the late Mr. Malone's "suicide". But Kelly becomes angry about another one of Matt's clients who turns out to be the abusive husband from the spouse-abuse victim, Leah (from the 'Elephant's Father' episode). Meanwhile, Sophie begins to market herself for acting work... in the porno industry. Brandon returns from his stay in Washington and reveals that he accepted a job offer there at a prestigious newspaper company while Kelly reveals to him about her own personal change in opening her new boutique store, called 'Now Wear This'. Also, Noah takes a lonely Valerie on a tour of bad memories between both of them over the suicide of their unscrupulous, white-collared, criminal fathers.