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Valerie can't decide what to do when a professor sexually harasses her because of her bad reputation as a sociopath and a compulsive, pathological liar. When the professor, Hayward, gives Valerie a 'D' in her term paper after she refuses his advances, David tries to persuade her to press charges, while Susan tries to get Brandon's help to find dirt on the professor for her latest news story. Meanwhile, Dylan and Toni communicate through Bruno after her father forbids Dylan from seeing her. Kelly refuses to go to Colin's art exhibit when she finds out that there is something going on between him and his agent Claudia Van Eyck. Elsewhere, Clare and Steve plan a romantic night together at a fancy hotel. But naturally, nothing goes as planned. Also, Donna continues her quest to become Rose Queen.
- Jason Priestley as Brandon Walsh
- Jennie Garth as Kelly Taylor
- Ian Ziering as Steve Sanders
- Luke Perry as Dylan McKay
- Brian Austin Green as David Silver
- Tori Spelling as Donna Martin
- Tiffani Thiessen as Valerie Malone
- Joe E. Tata as Nat Bussichio
- Kathleen Robertson as Clare Arnold
- Jamie Walters as Ray Pruit
- Jason Wiles as Colin Robbins
- Emma Caulfield as Susan Keats
- Rebecca Gayheart as Antonia Marchette
- Stanley Kamel as Tony Marchette
- Cliff Weissman as Bruno
- Mark Shera as Professor Hayward
- Joan Pringle as Connie Shays
- Mary Crosby as Claudia Van Eyck