Jim gets Brandon tickets to the Rolling Stones' Rose Bowl concert, but a hearing to determine the legality of his presidency is moved to the night of the concert. Jesse argues that Brandon is already the legitimate president, as he has been calling senate meetings to order; the challenge to the presidency is denied. Brandon takes Andrea to the concert. Kelly gets backstage access through the magazine, while braggart Steve has trouble getting in at all after a hippie steals his wallet. Ray and Donna work as vendors and see the show free of charge. David and Clare go to the concert even though they claim to hate the group, but have to turn to a scalper when Mel lets them down. Steve and his father force Dylan out of the Peach Pit After Dark. He agrees to sell his shares when Steve, Nat, and Willie (the cook) visit him in rehab. Dylan and Valerie agree to stop seeing each other, as he doesn't want to involve her in his problems. During group therapy, Dylan has a confrontation with Charley, an older man who likes to bully other patients instead of dealing with his own problems. Charley seeks Dylan's help to finally overcome his addiction.

An unseen psycho, who may be the creepy grad student Lenny, creates a crime wave on the CU campus which includes the rape of a coed, worrying everyone. Meanwhile, Ray decides to leave town after Valerie buys the Peach Pit After Dark from Steve's father for her own use. Peter tempts Andrea to stay out late at the hospital with him, so she gives in to his requests to sleep with him. Also, Dylan is tempted by Valerie to fall off the wagon again. Seeking answers to his path in life, Dylan tracks down and finds his rehab friend Charlie Rollins, a motel owner, where Charlie tells him his idea of writing a movie screenplay to make money and asks Dylan for a little help.

Lenny becomes an outcast when he is suspected of the campus rape despite his protest of innocence which prompts him to ask Brandon to help him prove his innocence. At the same time, the real rapist stalks an unsuspecting Donna and violently attacks her in the beach apartment. Meanwhile, Dylan accidentally becomes privy to Andrea's affair with Peter when he sees them together at Charlie's motel. When Andrea decides to leave Jesse to be with Peter, he reveals that he doesn't share the same views as she. Elsewhere, Valerie asks Steve to help secure the rock group "The Flaming Lips" after she cancels Ray's bookings, and Donna wrongly blames David for Ray's departure after Valerie lies to her that David is the one responsible for Ray leaving town.

Brandon, Kelly, Donna and Steve appear in Clare and David's cinema verity project which ends up revealing truths from their pasts to each other. Valerie moves back in with the Walshes after being evicted from her hotel suite. Meanwhile, Dylan helps Charlie work on a movie screenplay and more help comes from Valerie who repeatedly temps Dylan. After visiting a therapist, Andrea considers telling Jesse about her affair. But she is unprepared when Jesse has a confession of his own for her.

Kelly finally becomes a cover girl on Seventeen magazine, but hesitates to continue modeling due to her fire burn scars. While coping with her newfound stardom, Kelly learns that she has a new admirer: the horribly scared Alison from the fire that night. Ray returns to Beverly Hills and to a bravo return appearance at the After Dark. But Ray's mother LuAnn, in an intoxicated state, ends up tipping off David and Clare about his unfaithfulness to Donna with Valerie. After David and Clare confront Ray, and then Valerie, they decide not to tell Donna to avoid hurting her feelings. Meanwhile, Andrea thinks about her future after Jesse is offered a law position in Idaho. Also, Dylan continues talking with Charlie about the correct script for themselves.

Hypnotic regression leads Dylan to a past life where he is Billy McCoy, a gun-slinging outlaw in the Wild West, until he meets an upper-class woman (in the form of Kelly) to redeem his outlaw ways. Meanwhile in the real world, while Kelly goes to New York with Steve to meet with modeling agencies, Valerie turns her sights on Brandon who is hoping to be re-elected student body president. But Brandon runs into all kinds of problems when news of college tuition for undergraduates will be increased, he is criticized for not looking after the students best interests. As a result, Brandon's political rival, Alex Diaz, enters the race as a new candidate and wins by a landslide.

The gang goes to Palm Springs for the national KEG/ALPHA fraternity/sorority convention, where Steve tries to find the perfect woman for himself after he rejects the blind date his father sets him up with. But Steve gets more than he bargained for when he meets a shady women named Elle. Kelly spends a day shopping with Alison in which David and Clare misinterpret their relationship as something else. Jim and Cindy put their house up for sale before moving away to Hong Kong. Meanwhile, Donna brings Ray along to make up with him, but later regrets it when he injures her during a fight, while he manages to stay on the good side of her mother. In another part of town, Dylan and Charlie meet with Tom Rose, a mobster-type businessman as a potential backer for their film who agrees to finance their movie, but only if Tom's beautiful, but untalented mistress, gets the lead role.

In Palm Springs, Brandon reacts coldly to Kelly after mistakenly thinking that she and Allison are more than friends; he considers surrendering to Valerie's advances toward him. Things get even worse for Brandon after he's arrested for driving Valerie's car when he's pulled over by a traffic policeman, who finds Valerie's marijuana stash in it. Meanwhile, Steve finally learns Elle's secret of being "more than a woman." Donna decides to give the possessive Ray a second chance, and rudely blows off Valerie, revealing she's figured out that Valerie seduced Ray. Also, Tom Rose and his thugs threaten Dylan with death when they catch him phoning agent Christine Pettit to make a background check of Mr. Rose, for they know something about Dylan's father's murder. This prompts Dylan to terminate his partnership with Charlie and return to Beverly Hills, determined more than ever to find the mobster who ordered his father's killing.