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.

Carl hosts Steve's weekend long 21st birthday bash on the ship Queen Mary in Long Beach, where the music group "The Goo Goo Dolls" entertains. Carl then asks Steve a favor: to have a chance with Clare who he has had a crush on. David and Donna grow more intimate while their producer Erik, makes a move on Donna and other women as well. Andrea Zuckerman arrives in town to have fun at Steve's party, and Nat brings Joan along who keeps feeling unwell. Meanwhile, Valerie hires an FBI agent, named Richard Ballen, to find Colin who's in the area trying to get access on a ship to take him to South America. Also, Susan tells Brandon that she has decided to leave town to accept a job offer at a newspaper company in Washington D.C. which makes him wonder if he has a future with Susan after all.