Kelly moves in with Donna and Carly. Brandon expects Kelly to immediately take him back and will not give her any space. He gets plastered, staggers over to the apartment, and yells at Kelly. He refuses to leave until she threatens to call the police. Donna gets upset with Noah when he defends Brandon and claims that Kelly should ""get over it."" Brandon chases a minivan that cut him off and tries to attack the driver, a woman who has two children in the car. Noah realizes that Brandon has lost it, and apologizes to Donna. Valerie must perform community service at the clinic as punishment for her bookmaking arrest. Kelly smugly orders her around, so Val tries to get revenge by interfering with her relationship with Brandon. She tears up Brandon's messages and plays matchmaker for Kelly and an intern. Brandon shows up at the apartment late at night, but Kelly is not prepared to give him another chance. Carly's father suffers a heart attack and undergoes quadruple bypass surgery.

Carl decides to annul his marriage to Abby because he believes that he has a future with Valerie. Valerie comes clean with her mother about her night with Carl, and confesses to killing her father. Despite Val's claims of self-defense, Abby plans to turn her in. Kelly stops at a newsstand to ogle a handsome man at a nearby table. Kelly notices that a store is for lease and decides that she and Donna should open a boutique. While looking over the space, she meets attorney Matt Durning (the guy she was checking out). Noah cannot bring himself to deliver his father's eulogy. He is arrested for drunk driving that night, and Kelly suggests that Matt represent him. Noah receives a fine and probation and is ordered to attend alcohol counseling. Kelly learns that Matt is building a child custody case for a wife beater whose spouse she once helped at the clinic. Matt insists that everyone has the right to representation, but Kelly blows him off. Steve gives Sophie a column for the Beat. The pap

Brandon announces that he has accepted a job with the Washington bureau of the New York Chronicle. Kelly and Donna prepare to open their store, Now Wear This. Brandon becomes unnerved by the realization that Kelly is getting on with her life, and feels threatened by Matt's presence. Kelly meets with Leah, who explains that she returned to Lenny after learning that she was pregnant, but left again when he threatened her life. Although Kelly insists that she doesn't need his help, Brandon writes a story about the custody case. Brandon decides that he wants to stay in Los Angeles, but Kelly urges him to take the job and pursue his dreams. The gang throws a surprise going-away party for Brandon. Before departing, he convinces his parents to let Steve, Val and Noah stay in the house. Donna turns to Matt for comfort as she and Noah drift further apart. Valerie seeks legal advice from Matt. She explains that the killing was an accident, but Matt warns that a jury may not agree. Abby tells Val

Lenny receives joint custody of his daughter. After he explodes in a rage during his first visit, Kelly decides to help Leah and her daughter skip town and assume a new identity. Lenny follows them, realizes what they are planning, and attacks Leah. Matt, bothered by a guilty conscience, helps Leah obtain the necessary identification to start her new life. Valerie elects to throw a massive rave as a farewell party before turning herself in to the police. David calls Abby to inform her of Val's plans, and she intercepts her daughter at the police station. She pleads with Val not to confess and offers forgiveness, insisting that she is to blame for not intervening on Valerie's behalf. Unable to communicate with Noah, Donna begins dating Matt. She hurts Matt's feelings by ignoring him during Val's party to tend to the inebriated Noah. Noah breaks a promise to Donna by skipping a court-mandated AA meeting and continuing to drink. Sophie tries her hand at waitressing after a disastrous phot