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 turns to Brandon for help to write an article when the Wyatt medical clinic's budget is cut drastically. So, Brandon asks the gang to hold a fund raiser at the After Dark for the Wyatt Clinic. Meanwhile, Valerie decides to finally tell the truth about her father's motive for his suicide to her visiting mother, Abby, only to meet her young fiancée Carl, whom Valerie doesn't approve of. When Valerie finally tells her mother about the history of her father molesting her, Abby shocks Valerie by saying that she already knew. With a little of Donna's help, Noah achieves peace with his estranged father, which turns out to be short-lived. Also, Sophie shares her plans to success in show business with David, while Steve continues to be oblivious to Sophie's true devious colors and her greedy and ruthless intentions.

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.

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.

With Brandon gone, Valerie plans her own farewell party after deciding to turn herself over to the police for setting up her father's long-ago suicide. Meanwhile, Sophie increases her circle of friends with a wealthy young man named Tom, where David fears that he'll lose Sophie after she decides to leave town after she accepts Tom's offer for a modeling job in Paris. Kelly's aid to Leah takes her outside the law where she lets Leah hide out at the beach apartment while she tries to get Leah and her baby some fake identification so she can leave town to get away from her abusive ex-husband. Noah continues on his self-destructive path and pushes away Donna when he sees her talking to Matt, and anyone who offers him support, except Valerie whom he challenges to a dangerous road game of chicken. Also, Steve, now running the Beverly Beat on his own, takes his newspaper in a new direction in publishing phony tabloid articles in which he and Janet end up trapped in a meat locker in a condemned building.

Donna's distant cousin, Gina Kincaid, arrives in town for Thanksgiving where she fibs a little about her failed ice-skating career, and secretly shows her true arrogant colors while casting an eye on Noah. Meanwhile, Steve lacks emotional protection from Janet after their so-called romantic fling the night before. Noah worries that he may have been involved in a hit-and-run while driving drunk. David has other problems with the law when he has a one-night stand with Denise, a regular listener on his After Dark radio show... who turns out to be under 18. After another indiscretion by Valerie keeps Kelly and everyone else enemies against her, Valerie decides to go back to Buffalo to get away from the life she now loathes in Los Angeles for good.

Dylan McKay arrives back in town and tries to help everyone with their share of problems as he tries to explain to Kelly why he had decided to come back to Beverly Hills. David hires Matt as his lawyer as he deals with the situation with Denise after her wealthy and powerful conservative parents have him arrested and charged with statutory rape. But Matt has his share of problems financially when his lack of clients prevent him from making his rent and business payments. Meanwhile, Steve's visiting mother, Samantha, angrily tells him that she doesn't like his newspaper's tabloid slant, while Steve counters with his unhappiness over her dating a much younger new suitor. Gina (whom is revealed here to be even more twisted and deranged than Valerie, Sophie or any other woman) sets out to prevent Noah and Donna from reconciling so she can have Noah all for herself. Also, Kelly and her mother, Jackie, clash over her ailing grandfather's wishes to die in peace.

Kelly is called on to make a life-or-death decision for her emphysema-stricken grandfather, whether or not to put him on life support. Matt is hired to defend a tobacco company in a civil suit, causing Kelly to be defense over her dying grandfather issue. Meanwhile, Steve wrestles with his thoughts as news about his mother's lesbian romance spreads. Dylan takes his Porsche out of storage in an attempt to kickstart his life again, but experiences recurring nightmares involving the death of Toni years ago. Gina gives up trying to break Noah and Donna up and turns her sights on Dylan. Donna befriends a female gang member, Sonia, who cannot leave the gang she's in.

Dylan whisks Kelly away on a plane to Mexico to be with her, while he uses the trip to smuggle heroin into the USA for his own use. Gina continues to woo Dylan to know him, while Matt becomes jealous over Dylan's constant presence around Kelly. Meanwhile, the Brian Setzer Orchestra is featured at an AIDS-benefit dance marathon at the After Dark where Steve overextends himself when he inadvertently pledges $12,000 to sponsor a couple who turns out to be his former fraternity brother, Muntz, and his wife. Also, Sonia's girl gang member friends affect Donna's business at the boutique shop "Now Wear This!" by their presence. When the store is robbed one night, the missing Sonia becomes the chief suspect. Noah also asks Gina to help him and Nat plan Donna's 24th birthday party for Christmas Day, where Gina has a little too much to drink and finally reveals her true contempt feelings about Donna in front of everyone.

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.

Dissatisfied customers of Steve's pick-up technique video take him to small claims court due to poor results. Meanwhile, Gina reluctantly continues to care for Dylan, who gets arrested after breaking into the late-Marchette's old house to look for him, as well as drug possession. Donna and Noah struggle to find a place to be alone at her parents' house after they go away for a vacation together. Also, David has to back up his lie to Gertrude regarding his past and current life. Kelly second-guesses herself with Matt after thinking that her past with Dylan is making him uncomfortable.

After Dylan accidentally injures Donna by knocking her into her swimming pool while high on drugs, he tries to confront his personal demons. But he rejects his friends support by insisting that he doesn't have a drug problem. He then makes a run for it and ends up in the hospital, land in a coma, and goes through an agonizing withdrawal. Kelly's concern over Dylan raises red flags for both Gina and Matt who are wary of her motives, and Matt feels guilty while handling Dylan's legal troubles by lying in open court about Dylan's well being. Meanwhile, Steve loses Janet's dog during a walk in a park which leads to believe that the Doberman mated with a different breed. Also, Claire Coville, a rising singer, asks Donna to design her a dress for an awards show and for Noah to be her escort.

Matt is put into a dilemma when his long-estranged wife, Lauren, suddenly arrives in town from New York after spending years in an insane asylum and wants to make up for lost time while Kelly becomes suspicions of Matt's sudden behavior. Meanwhile, Gina becomes jealous when a former drug addict, named Linda, agrees to sponsor Dylan's recovery. At the same time, Dylan finds trouble on his new community service job at a freeway construction site with the abusive foreman and a struggling co-worker. Also, Steve and Noah declare a war of practical jokes after Noah cheats at strip poker, which apparently takes a serious turn when a man suddenly drops dead and Steve and Donna try to retrieve the corpse from a missing refrigerator. David meets a young woman whom he asks out to the movies only to have her stand him up.

As Valentine's Day approaches, Kelly continues to be uncomfortable around Matt after he tells her about his wife's past, who then moves into the Walsh house. Meanwhile, Steve's newest idea for his newspaper of bikini models leads to an alert about a potential health problem thinking he might have a malignant skin cancer. Gina begins to cause more friction between Donna and Noah when she tells Donna a concocted story about a drunken Noah making the moves on her from one particular night. Afterwards, a dejected Donna agrees to pose a David's girlfriend at a business function of his. Also, Gina worries that she can't keep the pace with Dylan after they begin a series of exotic trysts.

Steve and Janet take two low class teenagers, named Stewart and Marianne, out on a camping trip which turns into a complicated venture for both couples when they end up trapped in their car with a large bear outside and both Steve and Janet, and Stewart and Marianne, end up having sex. Meanwhile, Noah makes a proposal to Donna to move in with him. But then, Gina sabotages their reconciliation by playing games with Noah over what really happened that night between him and her. Donna's anger over both Noah and Gina sends her to the arms of David. A complication arises to spoil Matt and Lauren's second honeymoon when he learns that the drug Laura's taking for her schizophrenia may be life threatening. Also, Dylan is torn between being with Gina or Kelly.

Gina's visiting, self-serving mother, Bobbi, is little help when Gina learns that her trust fund isn't as large as she thought due to her mother stealing from it. Meanwhile, Kelly enlists Dylan's help for a trip to Mexico to help out Matt and Lauren to smuggle medicine for her into the country where Dylan and Kelly's romantic feelings for each other surface once again. But then Lauren thinks that her medication is not worth it and decides to re-commit herself back to the asylum in New York. Back in Los Angeles, Janet tells Steve that her father objects to her relationship with him since he is not Japanese. Also, Donna agrees to go out on a date with David as a distraction from her thoughts about Noah, who eventually learns about her and David's Valentines Day tryst from Gina.

Dylan looks for a strange man after he saves Dylan's life after a jet-ski accident. After finding out that Donna's mother is the one responsible for mismanaging her trust fund, Gina decides to sue Felice for $1.1 million. Meanwhile, Steve acquires a brothel madam's book of her clients to publish for the newspaper in which Matt finds valuable in order to blackmail the prosecutor for a case he is dealing. Kelly becomes torn over being with Dylan or Matt. Also, David advertises for a girlfriend on his radio show and one particular one, a young Hispanic girl named Claudia, responds.

Over Donna's objection, Kelly hires a publicist, named Pia, to boost business for the boutique store. But the devious Gina makes the situation worse when she fans the flames between Donna and Kelly, and Pia just for her own amusement. Over Janet's objection, Steve hires a dwarf, named Lou, to pose as a leprechaun to promote the newspaper during St. Patrick's Day. Meanwhile, Noah gets an offer by a businesswoman, named Jennine, for the Peach Pit's space and must make a tough choice of whether or not to sell out Nat to the offer. When Dylan learns about Noah's situation, he decides to make his own move to buy the building himself. Matt questions his own relationship with Kelly while handling a couple who wants a prenuptial agreement. Also, David's new romance with Claudia appears likely to be short lived when she tells him that she has to move back to Venezuela after her visa has expired.

Dylan's friendly gift to Kelly of fixing a raffle for a dinner date with a rock star upsets Gina who decides make Dylan jealous by hanging out with the person. Meanwhile, Steve is unnerved by a psychic's bitter prediction of him being impotent, until the prediction may ring true. David and Claudia lay the groundwork for their faux marriage in order for her to stay in the country. Ashley, a former high school nemesis of Donna's, asks for her help in her fight against West Beverly High's drama teacher whom Ashley claims molested her years ago. Also, Matt is wary as he prepares to advertise his legal work for a TV commercial with Kelly's help.

Donna becomes a nervous wreck after her parents announce their decision to separate, and Noah tries to help Donna find out why her parents would want to end their marriage. Matt and Dylan team up as pool sharks and end up in a bar fight with some disgruntled losers. Meanwhile, David befriends Sonny Sharp, a former top radio DJ, whom he tries to help make a comeback. Janet and Steve baby-sit Peter, an 11-year-old child prodigy with big college plans. Gina lies about her relationship with a movie celebrity while house-sitting for the person. Also, Kelly finds a truth about her feelings for Dylan after admitting her feelings for him on a live stage while under hypnosis which prompts a cold response from both Matt and Gina.

A bizarre incident catches Dylan and Kelly together when they save a pregnant woman from a mugger in a parking lot, but they let Steve take the credit. Meanwhile, Steve goes undercover at a support group to get a story about sex addicts where David meets and falls for Katie, a member who becomes Steve's sponsor. Matt represents Gina in a salary negotiation when he unwisely suggests pushing for a higher demand for a possible job offer. Also, Donna meets more of Noah's family when he discovers a long-lost relative, a half-sister named Rene, from his late father's double life who's now working in a seedy diner.

Steve goes crazy on a Year 2000 "Y2K" millennium planning, ignoring or avoiding planning a holiday trip with Janet. Noah becomes openly hostile to Matt after he is hired to sue Noah's late father's oil company for environmental pollution in a class action suit. Meanwhile, Katie returns to David and wants to move forward with him, without sex. While babysitting her half-sister, Erin, in her mother's apartment, a hidden camera catches Kelly and Matt having sex in which, as a result of circumstances, ends up in Gina and Dylan's hands. Wayne, a fashion model, makes a play for Donna while Noah pressures her to keep her distance to the guy. Also, Dylan and Kelly deal with the fallout after their fling in Mexico is found out by Gina.

Kelly's car did not actually break down...she received a call from Dylan to meet her at a diner because he was depressed and was thinking about taking drugs again. Kelly went to meet him, and parked on a side street. The attacker started to follow her. He then pushed her into an alley and assaulted her.

Kelly confides in Dylan about her incident and later Donna, while Kelly begins to withdraw into a reclusive state resulting from the traumatic experience. Meanwhile, Matt defends a drug dealer on a burglary charge (who coincidentally happens to be Kelly's rapist), while at the same time, Matt thinks Kelly's odd behavior points to her seeing Dylan again. Donna declines both to move in with Noah or travel with Wayne for his Volleyball tournament. An art critic lauds Steve's photography for the Beverly Beat, prompting him to take more photographs of events. Also, Gina returns to ice skating while David decides to pursue her. But Dylan's presence and the pressure on Gina to qualify for a spot on a skating team makes her bulimia worsen.

A paranoid Kelly begins carrying a gun that Dylan procured for her. Steve throws a wild party at the Peach Pit After Dark when the Beverly Beat receives resounding positive national reviews; Janet doubts her career with the paper. After collapsing right before an ice skating audition, Gina finally confides in David that she has a history with bulimia. Dylan's presence gets in the way. A confused Donna continues to juggle her time between Noah and Wayne until Noah breaks up with her. She sleeps with Wayne & Noah walks in on them the morning after. Dylan offers a $100,000 reward for information leading to the conviction of Kelly's rapist and begins his own search, which leads to dead ends. Meanwhile, Kelly's rapist, Joe Patch, returns with a new case for Matt - to sue the police for excessive violence against him during his arrest.