On Halloween, Brandon and Kelly put more excitement in rebuilding their relationship by having 'nooners' in the most bizarre places. Donna is hired by an eccentric widow who wants to organize a séance to contact her long-dead husband. David's continuing financial troubles with After Dark begin to take a toll on him and an unknowing Donna when the club is foreclosed for late rent payments. David continues to hide his problems from Donna. Steve continues to pursue Carly and asks her to a formal autumn banquet, where Valerie's two suitors, Cooper and Noah, finally cross paths when they meet each other face-to-face for the first time and neither enjoys it, prompting both Cooper and Noah to break up with her.

After throwing David out of the beachfront apartment, Donna meets with Noah who takes her on sailing, then rescues a bankrupt David from his loan shark who wants a huge payback, with interest. Meanwhile, Erica runs away from Brandon and Kelly to go back to her pimp, Riggs. After a heated confrontation, Erica comes to her senses and helps Brandon write her life story for his newspaper, but Brandon soon finds himself in trouble when he refuses to reveal his source to an A.D.A. who wants to prosecute Erica's pimp. Carly persuades a reluctant Steve to take a paternity test to find out if Jodi, his former flame, is really pregnant with his baby.

Following Brandon's arrest, sparks fly between him and Kelly over his ongoing refusal to reveal the name of his source, until Erica proposes a way to help him entrap Riggs in a sting operation. Meanwhile, Valerie seeks to learn who anonymously helped David pay off his loan shark, and learns the truth about Noah and his wealthy background. At the same time, David's jealousy and pride get the worst out of him after he rejects help from Donna after a fire breaks out at After Dark. Steve & Jodi, then Steve & Rush, talk about paternity and if he is ready for fatherhood; Steve goes to Carly for comfort. Kelly volunteers for a new job at the free clinic and meets the volunteer doctor Monahan. Noah starts dating Donna after telling her about his wealthy family.