Val's mother, Abby (guest star Michelle Phillips), announces her plan to marry in Vegas, but Val uses her feminine wiles to derail her mother's plans. While in Vegas, Kelly realizes she's not over Brandon yet. Noah and Donna's relationship deteriorates as Noah mourns his father's death. Meanwhile, after discovering some information about Mr. Hunter's past, Brandon re-evaluates his own career and interviews for a job that might take him away from Beverly Hills. Sophie continues to lead Steve on while she seduces David.
Because things are not going well between Kelly and Brandon, Kelly surprises both herself and Valerie by asking her longtime enemy if she can tag along on the trip to Las Vegas for Abbie Malone's wedding to police officer Carl. Valerie reluctantly says yes, but each woman has a bad time in Vegas: Kelly because she sees a happy bride who reminds her of her failed wedding attempt with Brandon, Valerie because she bonds with Carl and later sleeps with him and is spotted by a disgusted Kelly. The wedding takes place and Valerie feels worse than ever. When Kelly gets home, though, she and Brandon are able to recognize that they need to be civil to each other. Brandon interviews Noah's mom and is shocked to learn that Daniel Hunter never wanted to be a businessman at all, and retreated to the family business when his attempt to become a respected sculptor as a young man ended in dismal failure.
Brandon then feels like he's failing at the Beat when Steve puts the interview on an inside page, noting that there isn't much difference between the way Daniel gave up on his dreams and how Brandon is currently swimming in place. Steve suspects that Sophie's stories about college and not dating are not true, and gets closer to finding out about her growing relationship with David, letting David know he's not happy that his friend is not being trustworthy. While David tells Sophie he isn't going to hurt Steve, she offers him some tips that greatly help his audition for a radio show. Donna has a doubly bad time, between Noah's increasingly awful behavior (he shows up drunk at her parents' anniversary party) and a bid to submit clothing designs with a young woman named Carrie who then steals Donna's ideas and gets an in-house spot based on them. Noah and Carrie both try to apologize to Donna, he for being an idiot and her after her lack of real talent gets her ass fired from the job, but Donna makes it clear she doesn't forgive either of them.
- 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
- Lindsay Price as Janet Sosna
- Laura Leighton as Sophie Burns
- Katherine Cannon as Felice Martin
- Michael Durrell as Dr. John Martin
- Michelle Phillips as Abby Malone
- Leigh Taylor-Young as Blythe Hunter
- Bruce Thomas as Carl Schmidt
- Jordana Spiro as Carrie Knox
- Joe Michael Burke as Henry
- Brendan Ford as Paul Jankowski
- Michael Kagan as Lou Jessup
- Felice and John married in 1973