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Brandon's overprotection of Kelly after the drive-by shooter and his friend go free on a legal technicality alienates both of them to a point of anger. Meanwhile, Donna finally learns of Valerie's back-stabbing of stealing all of her clients. So, Donna successfully gets revenge against Valerie when she sets up Cooper and Valerie on a dinner date to a fancy new restaurant where Noah also shows up after Donna anonymously sends him a message to meet Valerie there. A record executive makes a huge offer for David's band, but problems come up after Devin and his group surprises David with the racial material they plan for their debut at the After Dark. Also, Steve continues to try to win Carly's affections by trying to help her keep her small house in order.
- 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
- Hilary Swank as Carly Reynolds
- Vincent Young as Noah Hunter
- Robert Gossett as Det. Woods
- Rich Cooper as Ari Bauer
- Karen Landry as Doris
- 'Sell Out' by Reel Big Fish