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Brandon becomes involved with an a new student, named Marcie St. Claire, whose father, Dixon St. Claire, is Jim's new client and has plans for tearing down the Peach Pit to build a new shopping mall. Brandon then begins a major battle with his father and Nat by persuading him not to sell out to the company. Of the gang, only Brenda opposes Brandon in his crusade thinking that the gang can survive without their hangout place.
- 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
- Tori Spelling as Donna Martin
- Carol Potter as Cindy Walsh
- and James Eckhouse as Jim Walsh