Kelly and Brandon deal with the aftermath of their decision to not marry that becomes increasingly strained for both of them. Meanwhile, David urges Valerie toward a kinder, gentler demeanor after her HIV test comes back. Valerie encourages David to demand to write a music score for Glen King, David goes along with it... and gets fired for it. Steve has eyes for a new woman in town: an ambitious actress and con artist named Sophie Burns, whom she charms Steve into letting her stay at the Walsh house, but she has eyes for David instead. Also, Donna meddles in Noah's family affairs by insisting they have dinner with his estranged parents. But problems further arise when Noah learns that his father is about to be indicted for income tax evasion as well as questionable business deals.

Kelly accompanies Valerie's mother, Abby, to her and Carl's wedding in Las Vegas, where maid of honor Valerie decides to make the moves on Carl to upset her mother's plans. Back in Los Angeles, Noah's and Donna's relationship is on the rocks as he continues to mourn over his father's recent suicide over his failed business, and the fact when IRS agents show up to confiscate everything of Mr. Hunter's for income tax fraud. Meanwhile, Donna is done in by another back-stabbing designer, Carrie, who gets a job after taking credit for Donna's clothing designs. Brandon learns something about Noah's father when he goes for an interview for a job at the L.A. Bureau of The New York Times. Also, Steve invents a date to make Sophie jealous while she continues to make the moves on David after he gets a job on a radio show.

Sophie makes her presence felt at the Beverly Beat when she offers to Steve and Janet to construct an Internet web site for the newspaper while continuing her clandestine affair with David, but Steve finally finds out about them after accidentally seeing Sophie and David doing something on the live Internet Web page. Meanwhile, Noah turns to Valerie instead of Donna for help after he is arrested for drunk driving, and a young lawyer, named Matt Durning, approaches him for representation for free of charge since Noah and his entire family is now broke from Noah's late father's dirty business dealings. With Brandon away in Washington D.C. for a job interview, Kelly proposes a business partnership to Donna of opening their own boutique shop. Also, Valerie's so-called "mistake" about seducing Carl in Las Vegas comes out which results in Carl breaking up with Abby which prompts her to threaten Valerie.