As Kelly's Grandfather dies of emphysema, Matt upsets her when he takes on legal work for a tobacco company. Meanwhile, Kelly is torn between her feelings for Matt and Dylan. Donna befriends a young girl trying to leave a gang while Gina moves in on Donna's territory and finds a new man to set her sights on. Noah and Dylan clash and the cat's out of the bag when Steve's mother comes out on David's radio show.
After Kelly's grandfather nearly dies of pneumonia, she reluctantly gives the doctors permission to hook him up to a ventilator. Jackie and Kelly realize that the machines are taking away Ed's dignity without improving his condition. They decide to bring him home to spend his remaining time with his family. Kelly grows angry with Matt when he takes a case defending a tobacco company. He drops the case and quits smoking to impress Kelly, but she kisses Dylan. Donna agrees to let a troubled fifteen-year-old girl buy a dress on layaway. The girl's fellow gang members convince her to slice up the dress and return it as damaged goods.
Sonia later apologizes and offers to work off her debt at the store. Dylan takes his bullet-riddled Porsche out of storage. He impresses Gina by coming to her defense when a drunk harasses her at the club. Dylan catches the guy and his friends vandalizing the Porsche; he gets a knife away from one of them and threatens to kill him. Dylan suffers nightmares about Toni and decides to sell the car. He burns the money he receives from the sale, then buys heroin in an alley. The network fires Samantha from her new show after she admits that she is gay. Samantha fears that Steve is ashamed of her.
- Jennie Garth as Kelly Taylor
- Ian Ziering as Steve Sanders
- Brian Austin Green as David Silver
- Tori Spelling as Donna Martin
- Vincent Young as Noah Hunter
- Vanessa Marcil as Gina Kincaid
- Lindsay Price as Janet Sosna
- Daniel Cosgrove as Matt Durning
- Joe E. Tata as Nat Bussichio
- special guest star
- Luke Perry as Dylan McKay