As the gang returns to college for their junior year, Dylan shadows and befriends Antonia "Toni" Marchette, the daughter of his father's murderer. Meanwhile, Brandon joins the college newspaper and must deal with Susan Keats, the no-nonsense, stubborn editor and hard-core feminist, who's not very eager to have him working there. Valerie meets Colin for the first time and reveals that they have known each other from a past fling between them years ago which bothers Kelly. Steve's sweet class schedule goes sour when he is forced to hire a math tutor in which Clare volunteers to help him. Also, Ray gets a big audition chance while Colin displays his big canvas the After Dark club.

Brandon and Susan cover the Tournament of Roses Royal Court tryouts in which Kelly, Donna, and Clare are candidates. After his successful return to the stage, Ray gives a command performance to the 11-year old daughter of a record company president. Meanwhile, Toni begins to get to Dylan while he develops feelings for her. Also, Kelly becomes jealous when Colin attends the Rose Ball with Valerie, and Steve tries to find an out to his math tutoring from Clare by tapping in on an Internet dating system.

After David's mother attempts to kill herself, it turns him into a recluse and it brings back bad memories for Valerie over her father's suicide. Meanwhile, Toni invites Dylan and his friends over for dinner at her father's mansion where Toni's bodyguard, Bruno, confronts Dylan that he and Marchette know all about him and his father. Also, Brandon finally negotiates a date with Susan, but dating and newspaper politics sometimes don't mix. Elsehwere, Nat and his chef, Willie, try to catch an elusive mouse at the Peach Pit that's hurting their business, until Donna comes to their rescue.

Kelly, Donna, and Clare decide to take a "just girls" road trip in which Valerie spoils their fun by insisting that she come along. Soon, the trip becomes unpleasant when secrets from their pasts come into the light with Valerie admitting that she has feelings for David, and that she seduced Ray months earlier for no reason aside from the ultimate thrill of it. Donna becomes angry at Valerie, and then at Clare who admits she knew but did not say anything. In a turn of events, the four of them end up stranded for the night in convent after their car breaks down. Valerie also convinces Donna to break up with Ray knowing that he is physical abusive. Back in Beverly Hills, Steve rents out the Walsh house (Casa Walsh) to a movie crew to shoot a porn flick. Meawnwhile, Toni's father comes face-to-face with Dylan over him seeing her. Also, Brandon and Susan's relationship heats up even more.

Valerie can't decide what to do when a professor sexually harasses her, because of her bad reputation as a sociopath and a compulsive, pathological liar. When the professor, Hayward, gives Valerie a 'D' on her term paper after she refuses his advances, David tries to persuade her to press charges, while Susan tries to get Brandon's help to find dirt on the professor for her latest news story. Meanwhile, Dylan and Toni communicate through Bruno after her father forbids Dylan to see her. Kelly refuses to go to Colin's art exhibit when she finds out that there is something going on between him and his agent Claudia Van Eyck. Elsewhere, Clare and Steve plan a romantic night together at a fancy hotel. But naturally, nothing goes as planned. Also, Donna continues her quest to become Rose Queen.

At a Halloween party at the Peach Pit After Dark, a mysterious gypsy named Madame Raven shows up, in which David buys a love potion from her to increase his growing relationship with Valerie, but Steve and Clare accidentally get it instead and end having a very sordid night together. Susan also attends the party with Brandon where she becomes more confused then ever over where their relationship is heading. After Ray decorates the beach front apartment with pumpkins in an attempt to spruce up his sagging relationship with Donna, he has a violent reaction to her new romantic interest, a college football player named Joe Bradley. Colin unveils his new mural at the After Dark, which was inspired by Kelly. Meanwhile, Toni questions her father over his history with Dylan's father who admits knowing Dylan's father promoting her to run to Dylan for comfort.

A major earthquake hits L.A. which traps Susan and Brandon in an elevator with a pregnant woman who goes into labor. Meanwhile, his friends are rocked after Dylan's announcement about his and Toni's engagement. While Donna continues to try out for Rose Queen, she finds a picture of her mother taken during a 1969 Rose competition, while at the same time, Ray's therapist warns Donna that he has a history of being abused as a child by his father and he may harm her.

On the eve of Dylan and Toni's wedding, Marchette sends his thugs to kill Dylan to prevent it from happening. But gets thwarted by the gang's plans for the happy couple. Kelly and Donna throw a bachelorette party for Toni at the beach apartment with male strippers, while Brandon organizes an uneventful bachelor party involving a card game at the Walsh house. The next day, Dylan and Toni finally get married. But afterwords, Marchette requests a meeting with Dylan after failing to dissuade Toni from her marital plans, and plans an ambush to take care of Dylan. Bruno learns about his boss' plans to murder Dylan and tries to warn him. But Bruno's warning comes too late when the plan backfires with Toni taking the bullets by mistake in a drive-by shooting. Meanwhile, Ray threatens Donna after she breaks up with him to attend the wedding with Joe Bradley... just as Ray's therapist had warned her.

Steve decides to market his pick-up techniques with a seminar class to show some guys how to pick up girls at the After Dark club. Meanwhile, Kelly balks at the request of sleeping with Matt, and later regrets it. Gina begins to stir up trouble between Donna and her mother, Felice, by using their tension to play them against each other. While Gina discovers Dylan's drug use, he discovers that his dead wife Toni's grave has been moved away apparently by Marchette and decides to buy a gun to settle the past once and for all. Also, David meets an attractive, naive woman, named Gertrude, using Steve's pick-up technique.