Kelly, still stricken with amnesia, is finally released from the hospital and returns to the only home she can recall, which is her old beach front apartment. Meanwhile, Steve and Brandon secure a production manager, named Terri Spar, for their new newspaper agency, called the Beverly Beat, in order to meet a deadline. Donna's newest designs impress a manufacturer, whose workers she discovers toil in depressing conditions. David attempts to secure a new band for the After Dark and lets the lead singer, Devin, and his band crash at the beach front apartment. Carly reluctantly asks Steve to baby-sit for Zack as she goes out for the evening. Also, Valerie continues pursuing Noah who eventually tells her all about his lonely life and unwillingness to keep a relationship, while Valerie meets a guy interest, a wealthy heir named Cooper Hargrove.

While investigating Donna's story about working conditions at a sweatshop, Brandon discovers that Steve's father is involved, which brings up tension between Brandon and Steve over publishing the story. The events also throw off Steve's plans to take Carly and her son, Zack, to an amusement park. Meanwhile, David's financial problems with the After Dark worsen due to studio costs and Devin's racist remarks. Kelly still has partial amnesia when she is called to pick out her shooter from a police lineup. Valerie turns on her deviousness again when she begins stealing Donna's design clients for her own purposes. Val finds herself in a quandary over whether to be with Donna's new client, Cooper Hargrove, or with Noah, who wants to go back to Hawaii for a job.

Brandon's overprotection of Kelly after the drive-by shooter and his friend go free on a legal technicality alienates her to the point of anger. Meanwhile, Donna finally learns about Valerie's backstabbing and stealing all Donna's clients. Donna successfully plots revenge against Valerie when she sets up Cooper and Valerie on a dinner date at a fancy new restaurant where Noah also shows up after Donna anonymously sends him a message to meet Valerie there. A record executive makes a huge offer for David's band, but problems arise after Devin and his group surprises David with the racial material they plan for their debut at the After Dark. Steve continues to try to win Carly's affections by trying to help her keep her small house in order.

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.