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On Halloween night, Donna becomes scared when her two suitors, Ray and Griffin, finally cross paths during a costume party at the KEG house. After being shunned by the Walshes and the rest of the gang, Valerie considers moving back to Buffalo, but decides to stay after learning that her mother has suffered a nervous breakdown. Steve unfairly blames Dylan for having a tryst with Valerie, and ends his business agreement with the Peach Pit After Dark.
Valerie also fails to bewitch Dylan who's sinking deeper into depravity with hard drugs, while Brandon reacts coldly towards Valerie after finding out that she skipped out on Steve's frat party to be with Dylan after she promised everyone to stay away from him. Meanwhile, Andrea's not pleased to see the cross necklace her baby daughter Hannah receives at a Day of the Dead celebration. Also, Clare talks David into a UFO hunt for the night in the desert near Barstow, CA.
- 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
- Casper Van Dien as Griffin Stone
- Marga Chavez as Teresa Vasquez
- Alma Beltran as Celia Vasquez
- Derek Sage as Tommy
- Jon Gries as Dope Dealer
- John Voldstad as Clerk