Donna encourages the girls to audition for the Tournament of Roses Royal Court so they can get free tickets to the Royal Ball. Kelly thinks Valerie is after her new boyfriend Colin, when he shows up at the ball with Valerie. Meanwhile, sparks fly between Dylan and Tony Marchette's daughter Antonia and between Brandon and Susan, his editor.
- Jason Priestley as Brandon Walsh
- Jennie Garth as Kelly Taylor
- Ian Ziering as Steve Sanders
- Luke Perry as Dylan McKay
- Brian Austin Green as David Silver
- Tori Spelling as Donna Martin
- Tiffani Thiessen as Valerie Malone
- Joe E. Tata as Nat Bussichio
- Kathleen Robertson as Clare Arnold
- Jamie Walters as Ray Pruit
Special Guest Star
- Rebecca Gayheart as Antonia Marchette
- Emma Caulfield as Susan Keats
- Katherine Cannon as Felice Martin
- Wesley Allen Gullick as Willie
- Brooke Theiss as Leslie Sumner
- Caroline Lagerfelt as Sheila Silver
- Ken Lerner as Jerry Korman
- Doren Fein as Jessica Korman
- Brandon worries about Dylan's safety
- Dylan admits to Brandon he's falling for Toni
- Brandon and Susan hook up
- Clare and Steve realise that they're each other's online flirtation: Cuddles and Tenderheart, respectively.
- Leslie Sumner returns, now working for the Rose Court Committee.
- When they were 8, Cindy and Abby entered Brenda and Valerie in a "Little Miss Minneapolis" contest. Valerie threw up on the judge.
- Clare asks Steve to be her date for the Rose Ball
- Kelly asks David, since Colin won't go