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Brandon befriends Jerry Rattinger, an influential sports promoter and member of the Beverly Hills Beach Club. At the same time, he looks to romance Sandy, a beleaguered co-worker who is many years his senior. Dylan warns Brandon that Sandy is not the right woman for him. Jerry wishes to hire Brandon as his gopher and loan him money for a new car. Brandon does not understand why Jim disapproves.
Jerry asks Brandon to drive his wife home; Mrs. Rattinger reveals that her husband wanted her out of the way so that he could spend time with his mistress, Sandy. Brandon severs all ties with Jerry, who tries to have him fired from the club. Sandy decides to leave town in the hopes of getting her life in order. As an acting class assignment, Brenda tries to recreate the experience of being lost in a mall as a child.
- Jason Priestley as Brandon Walsh
- Shannen Doherty as Brenda 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
- Douglas Emerson as Scott Scanlon
- Tori Spelling as Donna Martin
- Carol Potter as Cindy Walsh
- and James Eckhouse as Jim Walsh
- James Pickens Jr. as Henry Thomas
- Deborah Goodrich as Sandy
- James Sloyan as Jerry Rattinger
- Timothy Blake as Mrs. Rattinger
- The Goodbye Look by Donald Fagen
- Maxine by Donald Fagen
- The Other Side Of Summer by Elvis Costello