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Valerie is surprised when Tom Miller, another old high school friend from Buffalo, comes for a visit and asks for a job at the After Dark club. Meanwhile, Brandon and Mark learn that they've applied for the same prestigious scholarship which turns into a competition for both of them. On a job interview, Steve is hit on by the employer Diane and hesitates on what to do. Donna proves to be a lifesaver when she fills in as the receptionist at her father's office for the day. At the end, Mark shows off his true angry and arrogant colors to Kelly after losing the scholarship to Brandon, resulting in her breaking up with him.
- 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
- Kathleen Robertson as Clare Arnold
- Jill Novick as Tracy Gaylian
- Dalton James as Mark Reese
- Michael Durrell as Dr. John Martin
- Kane Picoy as Tom Miller
- Kim Morgan Greene as Dayna Sawyers
- Bruce Gray as Reed Harvey
- David Purdham as Conway Holland
- Michael Ryan Way as Peter Malone
- Last appearance of Mark Reese