Jeff, a new medical intern, and Valerie, who is serving community service for her bookmaking, start working at the Wyatt Free Clinic with Kelly, where she also tries to help a victim of spousal abuse. Meanwhile, news of the sudden illness of Carly's estranged father has her wanting to take Zack and move to Montana to care for him, and away from Steve who's struck with grief, fearing that he will never see his girlfriend again. David hangs out with Jasper's Legend to write a story on them, but the bandmates indulge in David's worst fears, drugs and booze. Valerie turns on her deviousness again, determined not to let Brandon and Kelly get back together by interfering with Brandon's phone messages. Elsewhere, Donna and Noah begin arguing due to differing views about Brandon's fling.

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.