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At a Halloween party at the Peach Pit After Dark, a mysterious gypsy named Madame Raven shows up, in which David buys a love potion from her to increase his growing relationship with Valerie, but Steve and Clare accidentally get it instead and end having a very sordid night together. Susan also attends the party with Brandon where she becomes more confused then ever over where their relationship is heading.
After Ray decorates the beach front apartment with pumpkins in an attempt to spruce up his sagging relationship with Donna, he has a violent reaction to her new romantic interest, a college football player named Joe Bradley. Colin unveils his new mural at the After Dark, which was inspired by Kelly. Meanwhile, Toni questions her father over his history with Dylan's father who admits knowing Dylan's father promoting her to run to Dylan for comfort.
- 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
- Jason Wiles as Colin Robbins
- Emma Caulfield as Susan Keats
- Rebecca Gayheart as Antonia Marchette
- Stanley Kamel as Tony Marchette
- Cameron Bancroft as Joe Bradley
Special Guest Stars
- The Cramps as Themselves
- Cynthia Szigeti as Madame Raven
- Brian Turk as Tiny
- This episode marks the first appearance of Joe Bradley