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