When a member of Donna's family suddenly gets sick and dies, David and Noah rush to console Donna. Kelly is torn by her lingering feelings for Brandon, and asks him to write a newspaper article in order to help a friend. Meanwhile, Brandon and Steve get a surprise when they are invited on a double date by two beautiful women. When David's band gets a big break with a record company, David is forced to admit to Valerie that he has written a love song for Donna.
David angers Valerie by moving out of her room and into Carly's old house. She apologizes for her behavior and arranges for a record company executive to watch Jasper's Law perform at the club. The group receives a new record deal, thanks in large part to David's song. Valerie believes that the song is about her, and is hurt to learn that David wrote it for Donna. Donna's grandmother must undergo surgery for an aneurysm. Donna introduces Noah to Mrs. Martin, but she still feels that David is Donna's soulmate.
She requests a visit from David and asks him to look out for Donna. Mrs. Martin suffers heart problems after the surgery and soon dies. Val discourages David from attending the funeral, while Noah asks him to spend time with Donna because of their history. Donna and David share a kiss, but decide to remain friends. Kelly meets an ex-convict, who was sentenced to prison at age seventeen for murdering his mother's abusive boyfriend. She asks Brandon to write a story about the man to help him find employment. Steve believes that he has secured a double date for Brandon and him. He fails to realize that the women are a couple who believe the guys are also a couple.
- Jason Priestley as Brandon Walsh
- Jennie Garth as Kelly Taylor
- Ian Ziering as Steve Sanders
- Brian Austin Green as David Silver
- Tori Spelling as Donna Martin
- Tiffani Thiessen as Valerie Malone
- Joe E. Tata as Nat Bussichio
- Vincent Young as Noah Hunter
- Michael Durrell as Dr. John Martin
- Katherine Cannon as Felice Martin
- June Lockhart as Celia Martin
- Paul Popowich as Jasper McQuade
- Richard Joseph Paul as Andrew Turner
- Josie Davis as Madeline
- Carrie Genzel as Libby
- Samaria Graham as Lola Burns
- Donna's paternal grandmother passes away
- 'On My Own' by Peach Union