Kelly finds it impossible to trust Brandon as he works late every night for several weeks. Brandon assures Kelly that he will never leave her and suddenly asks her to marry him. They experience doubts, but decide that they are ready for a lifetime commitment. Noah entertains Gwyneth, a longtime friend. She secretly has a crush on him, and kisses him on a ferris wheel. Noah insists that he is not interested in her. David becomes extremely jumpy after being robbed at an ATM. He gets drunk, steals a gun from the After Dark's cash register, and staggers into the alley behind the club. When Noah and Gwyneth try to stop him, he shoots at a dumpster; a bullet richochets and hits Gwyneth in the arm. Donna asks Gwyneth to stay at her apartment because she doesn't trust her around Noah. Valerie learns that she is a match for a leukemia patient in need of a bone marrow transplant.

David dumps Valerie and tells her that the break-up is her fault. Gwyneth admits that she is in love with Noah and seeks Valerie's help to get him away from Donna. Val suggests that she sabotage Donna's fashion show, so Gwyneth spills wine on most of the dresses. Noah orders Gwyneth to leave, but Donna lashes out at him for not ending the friendship. Val has a one-night stand with the fashion show photographer. She soon discovers that he is an intravenous drug user. Brandon and Kelly become overwhelmed by wedding preparations. They try to reunite a refugee with his wife, whom he lost when he was flown from Sarajevo for medical treatment. Sarah tells Steve that she is married, but separated from her husband. She decides to seek marriage counseling while continuing to date Steve. David throws a fit when a clothing store fails to pay him for a jingle.