Girls on the Side is the 28th episode of Season 5 on FOX teen soap Beverly Hills, 90210.


Kelly finally becomes a cover girl on Seventeen magazine, but hesitates to continue modeling due to her fire burn scars. While coping with her newfound stardom, Kelly learns that she has a new admirer: the horribly scarred Alison from the fire that night. Ray returns to Beverly Hills and to a bravo return appearance at the After Dark. But Ray's mother LuAnn, in an intoxicated state, ends up tipping off David and Clare about his unfaithfulness to Donna with Valerie. After David and Clare confront Ray, and then Valerie, they decide not to tell Donna to avoid hurting her feelings. Meanwhile, Andrea thinks about her future after Jesse is offered a law position in Idaho. Also, Dylan continues talking with Charlie about the correct script for themselves.


Jason Priestley as Brandon Walsh
Jennie Garth as Kelly Taylor
Ian Ziering as Steve Sanders
Gabrielle Carteris as Andrea Zuckerman
Luke Perry as Dylan McKay
Brian Austin Green as David Silver
Tori Spelling as Donna Martin
Mark Damon Espinoza as Jesse Vasquez
Tiffani Thiessen as Valerie Malone
Carol Potter as Cindy Walsh
James Eckhouse as Jim Walsh

Recurring cast

Joe E. Tata as Nat Bussichio
Ann Gillespie as Jackie Taylor
Kathleen Robertson as Clare Arnold
Jamie Walters as Ray Pruit

Guest starring

Caroline McWilliams as LuAnn Pruit
Sara Melson as Alison Lash
Kristine Mejia as Dana
Karen Rosin as Kate
Jeffrey King as Charlie Rollins


  • David and Clare find out about Valerie and Ray's affair.

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