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- Brandon – How did we end up like this?
- Dylan – I have no idea, Bran
- ―Riding the bus back to L.A.
In Palm Springs, Brandon reacts coldly to Kelly after mistakingly thinking that she and Allison are more then friends in which he considers surrendering to Valerie's advances towards him. But things get even worse for Brandon after he's arrested for driving Valerie's car when he's pulled over by a traffic policeman, who finds Valerie's marijuana stash in it. Meanwhile, Steve finally learns Elle's secret of being "more than a woman."
Donna decides to give the possessive Ray a second chance, and rudely blows off Valerie in which Donna reveals that she's figured out that Valerie seduced Ray. Also, Tom Rose and his thugs threaten Dylan with death when they catch him phoning agent Christine Pettie to make a background check on Mr. Rose, for they know something about Dylan's father's murder. This prompts Dylan to terminate his partnership with Charlie and return to Beverly Hills, determined more than ever to find the mobster who ordered his father's killing.
- 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
- Kathleen Robertson as Clare Arnold
- Jamie Walters as Ray Pruit
- Katherine Cannon as Felice Martin
- Jed Allan as Rush Sanders
- Ryan Brown as Morton Muntz
- Valerie Wildman as Christine Pettit (voice)
- 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
- Brandon – (to Kelly) I asked the one person I've ever wanted to spend the rest of my life with to tell me that she felt the same way
- Brandon – Do you have any idea what would have happened to me if I had tested positive for use? Do you?
- Valerie – Brandon, I'm really sorry you got busted. But nothing bad happened. Everything turned out okay, right?
- Brandon – [chuckles ruefully] No. I promised my parents that I wouldn't do anything stupid after they left, and everything I've done from that point forward has been a monument to idiocy
- Valerie – Well... not everything
- Brandon – Don't start with me, Val. I'm supposed to be looking out for you too
- Valerie – Well, I don't need anybody looking out for me, including you!
- Brandon – Good. Your car's right out front. Have a safe drive. I'm going to find my own way home
- Donna Martin: Valerie, you don't know what happened.
- Valerie Malone: I do know. I know Ray hurt you.
- Donna Martin: What are you talking about?
- Valerie Malone: I saw it. I was there.
- Donna Martin: I was there too, and I don't even know what happened. Look if you say anything to anyone...
- Valerie Malone: Donna, I'm not here to do an exposé. I just want you to let you know that you're not alone. I mean, you have a friend.
- Donna Martin: Do I? Look, I know there's a lot more going on with you and Ray than you let on.
- Valerie Malone: Who told you that?
- Donna Martin: No one. It's pretty obvious. Just because I don't say anything doesn't mean I don't know or that I don't suspect. You're not my friend. You're not anyone's friend. Kelly was right about you like she is about everything. You're a psychotic, a liar, and a manipulator who does anything to get what she wants.
- Christine – [voice on Dylan's answering machine] Dylan, It's Christine again. I just got back to my office in the Bureau and please don't contact me again or do anything until you talk to me in person. Tom Rose and those men in Palm Springs that you asked me about are very dangerous. We're very close to arresting the man who killed your father, and this is not the time to get involved. Don't do anything, okay?
- [the message ends, as Dylan is loading bullets into his gun]
- Dylan – No, Christine. Not okay
- This is the final episode as regulars for James Eckhouse and Carol Potter.
- When Steve has his first encounter with Elle the transvestite at the gas station, the gas prices behind him read $1.29 (regular unleaded), $1.39 (super unleaded), and $1.49 (premium unleaded).
- P.S. I Love You is a Beatles song which appears on their album Please Please Me and is also a 1981 film directed by Eddie Garcia.
- I Got You Babe by Sonny & Cher (performed by Ian Ziering and Monika Schnarre)
- Ob-la-di, Ob-la-da by the Beatles (performed by Jamie Walters)