Valerie buys the Peach Pit After Dark from Rush. She threatens to fire Ray unless he resumes their relationship. Ray refuses to give in and decides to go on tour. Donna is furious with David for failing to defend Ray. Peter rents a motel room so that he and Andrea can have some privacy for their liaisons. Dylan rebuffs Valerie's advances; she tempts him by leaving a joint at his house. He tries to smoke it, but cannot light it due to heavy wind. The incident prompts Dylan to visit his friend Charley from rehab, who is now managing his family's motel. The student body demands action from Brandon following a rash of thefts on campus. Panic sweeps across the university after a woman is raped in broad daylight. David's roommate Lenny, a loner in his late twenties, is questioned about the crime.

Music: ""Why"" and ""Hold On,"" performed by Jamie Walters

Kelly becomes depressed after making the cover of Seventeen, as she fears that she will never regain her past looks. Steve and Jackie try to convince her to continue her modeling career. Kelly has a chance meeting with Allison's girlfriend Dana, who gives her the brush-off. Kelly tries to visit Allison at the burn center, but she refuses to see her. Kelly talks to Dana's new girlfriend, who reveals that Allison dumped Dana because she is in love with Kelly. Allison calls Kelly and asks to see her after she is released from the hospital. Ray returns to town, and LuAnn gets drunk before his first performance. David and Clare take her home, and she babbles about Ray's affair with Valerie. David and Clare confront them, but decide not to tell Donna. Charley grows tired of seeing Dylan moon over Kelly; he encourages him to make a move. Jesse is offered a clerkship in Boise. Andrea offers her support, although she is less than thrilled by the move. Jesse turns down the offer because he doesn

Jim and Cindy leave for Hong Kong. Kelly wants to continue her relationship with Brandon, but he cannot get over the rejected marriage proposal. Steve and Donna head to Palm Springs for an Alpha/KEG convention. A contrite Ray agrees to accompany Donna, who is making a speech at the event. He quickly becomes angry and possessive. Rush tries to set up Steve with a business associate's daughter. Steve is more interested in the Cadillac-driving ""goddess"" he keeps encountering. Brandon and Valerie decide to head to Palm Springs to avoid the caravan of potential buyers who have overrun the house. Brandon goes on a drinking binge and finds himself tempted by Valerie. He has a hallucination in which his parents appear and express their disappointment. Kelly postpones her trip to the convention to spend the day with Allison, but is very secretive. David and Clare see them together and get the wrong idea. Allison admits her love for Kelly, who is not interested.

Donna, Kelly, Clare and Valerie try out for the Tournament of Roses Court. The other girls only wish to secure invitations to a ball, but Donna elects to proceed with the tryouts. Felice does not approve of this decision, leaving Donna confused. Colin opts out of the party to work on his mural, but later shows up with Valerie. Kelly throws a hissy fit before Colin explains that nothing is going on. Brandon and Susan cover the Rose Court tryouts for the newspaper, and attend the party together. When they return to the newsroom, Susan grabs Brandon and kisses him. Steve pretends to be sensitive as he woos a woman in a chat room. Clare asks Steve to escort her to the ball. He cuts the date short to meet with his on-line sweetheart, only to find out that it is Clare! Donna and Ray miss the ball because he has to perform at Jessica's birthday party. Toni surprises Dylan when they go motorcycle riding. Dylan admits to Brandon that he is falling for her.

Matt's brother and sister-in-law come to town and reveal that they cannot conceive a child on their own. They ask Matt to be their surrogate father. Kelly objects and orders Matt to turn them down, then becomes angry upon learning that he told his brother that he had to bow to her wishes. She later realizes that not everything is about her and gives Matt her blessing. Gina, with Dylan's help, gets a shot at another television job. The man will not hire her unless she helps his teenage son lose weight before the school dance. Gina loses the job (as usual) after she encourages the boy to stand up to his overbearing father. She convinces the man to treat his son with respect by detailing the way that her pushy mother shaped her life. Gina escorts Michael to the dance, where Dylan surprises her by showing up to give her the prom she never had. Donna dates the clothing buyer for a chain of stores.