The gang goes to Palm Springs for the national KEG/ALPHA fraternity/sorority convention, where Steve tries to find the perfect woman for himself after he rejects the blind date his father sets him up with. But Steve gets more than he bargained for when he meets a shady women named Elle. Kelly spends a day shopping with Alison in which David and Clare misinterpret their relationship as something else. Jim and Cindy put their house up for sale before moving away to Hong Kong. Meanwhile, Donna brings Ray along to make up with him, but later regrets it when he injures her during a fight, while he manages to stay on the good side of her mother. In another part of town, Dylan and Charlie meet with Tom Rose, a mobster-type businessman as a potential backer for their film who agrees to finance their movie, but only if Tom's beautiful, but untalented mistress, gets the lead role.
- 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
- Carol Potter as Cindy Walsh
- James Eckhouse as Jim Walsh
- Joe E. Tata as Nat Bussichio
- Katherine Cannon as Felice Martin
- Kathleen Robertson as Clare Arnold
- Jamie Walters as Ray Pruit
- Jed Allan as Rush Sanders
- Ryan Brown as Morton Muntz
- Sara Melson as Alison Lash
- Caroline McWilliams as LuAnn Pruit
- Jeffrey King as Charlie Rollins
- James Handy as Tom Rose
- Amy Hess as Robin Wallace
- Fort Atkinson as Buddy Malone
- Monika Schnarre as Elle
- Elaine Joyce as Candace
- Jennifer Barlow as Angela
- D.K. Kelly as Tom Rose's Bodyguard
- Jim – Speaking of people doing stupid things; would you mind keeping an eye on Valerie and the incense burning?
- Brandon – Sure
- Felice Martin – [Watching Donna in the pool] Enjoying yourself?
- Ray Pruit – Yeah, it's OK
- Felice Martin – When I was your age, bathing suits were a little more descreet. The least you can do is stop standing there gawking at her!
- Ray Pruit – So you don't approve of what she is wearing?
- Felice Martin – Please
- Ray Pruit – Well Mrs. Martin, I think you better sit down; we actually agree on something!
- Felice Martin – Well, I haven't had any luck trying to get her to tone down her wardrobe, maybe its time for you to give it a try! [Winks at him and leaves]
- Upon arriving at Mr. Rose's home in the desert, Dylan scratches his cheek with the tops of his fingernails and asks Charlie what Mr. Rose does for a living, to which Charlie replies, "He's in vending machines". Dylan replies, "Why didn't you just say he's an olive oil importer? You mean he's connected?" Both Dylan's gesture and his comment are allusions to Francis Ford Coppola's 1972 mob masterpiece The Godfather.
- The cheek-scratching motion is a famous gesture used by Marlon Brando while playing Don Corleone, and the Corleone family's legitimate cover business was Genco, an olive oil importing business.
- "P.S. I Love You" is a 1981 film directed by Eddie Garcia.
- Feel So High by Des'ree
- Leaving on a Jet Plane by Peter, Paul & Mary
- Donna (performed by Jamie Walters)
- Fish Taco by Dick Dale