The Beverly Hills Beach Club holds its annual reunion. Steve reminisces about his relationship with Kelly, as he lost his virginity to her on the beach in 9th grade. Clare is disturbed to learn of the couple's history, and comments on the ""incestuous"" nature of the group. Steve confesses that he spread rumors about Kelly after their break-up, causing her to gain a reputation as a slut. Kelly is hurt, but eventually decides to forgive him. Ryan blows a chance at a date when Austin convinces him to spy on the girl as she undresses. Steve gives the boys a lecture about treating women with respect. David continues to dump all over Donna for quitting the music video business. He harasses her when she talks and dances with another guy, and they decide to break up. Kelly goes to work at an AIDS hospice to complete her summer school credits. Mark Reese, the general manager of the campus television station, recruits Brandon and flirts with Kelly.

Joan's daughter Lily comes to town to serve as maid of honor, and seduces best man Brandon. Nat, Brandon and Steve discover that Lily is an exotic dancer. Nat and Joan's wedding comes to a halt when she goes into labor. She refuses to have the baby until she is a married woman, so they tie the knot in the hospital hallway. Joan gives birth to a son, Frankie. Clare insists that she will never get married, as she couldn't bear to walk down the aisle without her mother. Touched by Joan and Nat's romance, she decides to be more receptive to the idea of marriage. Kelly befriends Jimmy, a hospice resident with an upbeat attitude. David moves into Mark's luxurious home. He tries to get another video contract after being dropped by MZA, and refuses to help Donna film the wedding. Valerie sees Kenny having lunch with his family and suspects that he has lied about his marital status.

Music: ""Wedding Bell Blues"" by The Fifth Dimension

Kelly helps Jimmy treat a bleeding cut, and panics after getting some of the blood on her hand. The doctor assures her that she cannot contract HIV this way, but she decides to take an AIDS test because of her history of unprotected sex. The test is negative, and Kelly apologizes for shunning Jimmy. The gang watches Jimmy perform a magic show; later that evening, he tells Kelly that he has just a few days to live. David refuses to tell his father that he has dropped out of school, so Donna breaks the news to Mel. Mel issues David an ultimatum: he must finish college or lose all financial support. Brandon and Mark hire a confident young woman as their news anchor. She suffers a panic attack just before the first broadcast. Mark and Brandon try to calm her with a drink, and she ends up getting plastered. Kenny declares his love for Valerie.

Kelly and David take Jimmy to church to celebrate the Jewish New Year. Jimmy becomes very ill the next day and thanks Kelly for her friendship before dying. Donna gives a shy basketball player a makeover to help her get into the Alpha house. She is accepted, but decides to pledge a sorority that is not so elitist. Donna resigns as rush chairperson to protest the behavior of Alpha president Ellen. Steve leads a group of KEG pledges in a Spirit Day prank; they run through Chancellor Arnold's speech wearing nothing but shaving cream, only to have the sprinklers come on. The dean becomes furious when the incident is replayed on the CU News, as she considers it sexual harassment. Chancellor Arnold, with Mark's cooperation, orders Brandon to turn over the tape so that he can identify the offenders. He reluctantly gives the chancellor the tape, which is mysteriously blank. Tracy reveals that she erased the video with a magnet out of loyalty to Steve and Brandon. Kenny rents a love nest for hi

David and Mark throw a big party at their house. Clare catches Steve kissing another girl and dumps him; she is tired of constantly fighting and listening to Steve's apologies. A fire sweeps through the hills and threatens the house. Kelly experiences flashbacks about being burned, but decides to stay and help everyone protect the house. The house is spared because of a shift in the winds. David drinks too much and spends the whole day throwing up. Donna slips and injures her knee while trying to save a baby deer. The firefighters--including hunky Cliff Yeager--rescue Donna and the deer. Kelly accepts a date from the persistent Mark. Valerie comes clean with Brandon about her affair with Kenny; he warns her to break things off. Kenny and his wife finally agree to seek a divorce. Kenny tells Val that he cannot see her for the time being because he does not want to give ammunition to his wife's attorney.

Music: ""Devil

Kenny orders Valerie to terminate her pregnancy. He agrees to pay her $100,000 to have an abortion. When he skips a meeting where he was to make the payment, she delivers diapers to his befuddled wife. Kenny angrily writes Valerie the check. Firefighter Cliff helps out with the Alphas' haunted house, where he encourages a young boy to overcome his fears. Cliff later has a date with Donna at the After Dark. Steve is miffed when Clare chooses to go to the Halloween concert with egotistical Dick Harrison, a Phi Beta Kappa. He uses an escort service in the hopes of making Clare jealous, but she learns that Steve paid the woman and mistakenly assumes that she is a hooker. Steve turns down Clare's proposal of an open relationship. Brandon and Tracy spend time together at the club, although he does not wish to pursue another workplace romance. He gives her a ride home and kisses her. David refuses to spend the weekend at his grandparents' house in Palm Springs. His father calls him to deliver

Steve overhears Val discussing her pregnancy on the phone. She begs him to keep her secret, but he shares the news with Kelly. Kelly gives Valerie her full support and offers to drive her to the clinic. Val turns her down, claiming that Kenny will be by her side. Kelly runs into Kenny at a restaurant, and Valerie's conflicting stories prompt Kelly and Steve to suspect that she was never pregnant. David's grandfather leaves him $250,000 and a 1961 Thunderbird. Mel believes that David should keep the money in a trust, and threatens to contest the will. He later backs off, although he and his mother express concern about David's drinking. Steve learns that Clare and Dick are participating in crew. He begins rowing with a group of his frat brothers, and responds to Dick's taunts by challenging his squad to a race. Donna and Cliff become closer. During a day of hiking, he reveals that he is leaving for an out-of-state job. An uncomfortable Tracy decides to quit her TV job after Brandon nixe

Kelly takes great delight in telling Brandon about Valerie's pregnancy and abortion, and also shares her doubts about Val's story. Brandon goes to see Kenny, who portrays himself as an innocent victim caught in the web of an evil vixen. He tells Brandon that he paid Valerie $100,000 to stay away. Brandon threatens to throw Val out of the house unless she gives the money back. Valerie plans to move out, but returns the money following a talk with Tracy. She confesses to Brandon that she was never pregnant, and insists that she cannot live up to his moral expectations. Mel, worried by David's newfound wealth, asks Donna to keep an eye on him. David goes on a wild spending spree, and later shows up at Donna's apartment in the middle of the night after swimming in the ocean. David offers to help out the financially strapped Valerie by purchasing half of the club. They celebrate their deal by making out. Steve impresses Clare with his dedication as he trains for the crew race. His team bare

David takes Valerie, Steve and Clare to Las Vegas for the weekend. He frightens them with his reckless driving. They see Ray perform in concert, and he comments on David's frenzied behavior. David gets drunk and suffers heavy gambling losses. He invites some girls on the street to join him at another casino. The women take David to their motel, where they drug him and steal his money, credit cards, jewelry and clothes. Ray calls Donna and advises her to fly in from Los Angeles. She yells at her friends for not babysitting David, then comforts him. Brandon meets a troubled woman at the Peach Pit; she was robbed just after arriving in town, and cannot get in touch with her fiancé. Brandon provides her with refuge, and helps her pick up the pieces when she learns that her fiancé has met someone else. Steve steals a term paper from Brandon and turns it in as an independent study project. Music: ""The Great

During an argument with Donna in the student union, David throws a tantrum and cuts his hand on a glass. He must see a psychiatrist after displaying hostile behavior toward the ER staff. Mel agrees with the doctor's recommendation that David be held 72 hours for observation. David is diagnosed with a mild form of manic depression. His mother comes to see him and advises him to moderate his behavior; he will not require medication if he seeks therapy and stops drinking. David thanks Donna for her support, and they decide to get back together. Steve faces plagiarism charges; Professor Randall, who assumed control of the independent study course after returning to C.U., recognized Brandon's writing. Randall still holds a vendetta against Brandon, and brings collusion charges against him. Kelly and Mark's plans for a romantic weekend getaway are foiled by a lost reservation. They finally secure a motel room, only to come down with food poisoning. The gang helps Willie build a house, which

Steve elects to plead guilty, leaving his punishment to the lenient Chancellor Arnold. Brandon refuses to plead guilty to a crime he did not commit, and faces a hearing and possible expulsion. Randall tries to prove that Brandon knew the contents of Steve's paper by pointing out that he handed it to Muntz for delivery. He also claims that Brandon let Steve cheat off his quizzes in freshman sociology. Steve digs through the fraternity files and proves that he flunked every sociology quiz. Brandon is cleared, and Professor Randall faces charges for forging his grade ledger and lying at the hearing. Kelly throws a surprise birthday party for Mark, although he would rather be left alone. He hates the party even more when everyone ignores him and flocks to Brandon. Felice objects to Donna's renewed relationship with David, which she considers unhealthy. Dr. Martin advises Donna to follow her heart. Music: ""What You Won't D

Brandon and Mark vie for the prestigious Dryer scholarship. Mark appeases Kelly by providing Brandon with tips, although he believes that he is a shoo-in because of his wealth and connections. Brandon wins one of the two scholarships, while Mark gets nothing. Mark does not handle the news well. He skips a party for Brandon, then confronts Kelly in the Peach Pit parking lot. He orders her to stay away until she is willing to sleep with him, so she dumps him. Clare gets Steve an interview at the C.U. job fair, but his interviewer propositions him. Clare suspects that Steve invented the story to hide the fact that he blew the interview. The woman again comes on to Steve, unaware that her boss and Clare are listening nearby. Donna fills in for her father's ailing receptionist. Dr. Martin criticizes Donna for humoring talkative patients, but her listening skills later head off a potential disaster. Tom Miller, Valerie's old boyfriend from Buffalo, comes to town. Valerie offers him a job man