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Kelly's disapproval of her mother's return to modeling increases when she learns that her baby sister Erin is involved. Meanwhile, the Walshes finally learn that Dylan is broke when the proposed Peach Pit expansion leads to an exposure of his finances. Valerie, still seething with both anger and pity after catching Dylan cheating on her, confirms to them that Dylan is bankrupt. Jim then offers Dylan financial assistance. But the growingly misanthropic Dylan is too far gone to accept any sympathy and rudely blows off Jim.
While Donna has trouble balancing the affections of both Griffin and Ray, she sees Griffin's sleazy other side when he whisks her away for a overnight trip to Catalina Island and attempts to seduce her. David's love experiment by handcuffing himself to Clare's bed to win her affections backfires when her father shows up and takes her out to dinner, leaving David alone. The next morning, when Steve and David come over to Dylan's house to talk about the Peach Pit After Dark expansion, they find Valerie in bed with Dylan. Steve, being the person he is, draws the wrong conclusion and responds by punching Dylan in the face.
- 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
- Ann Gillespie as Jackie Taylor
- Matthew Laurance as Mel Silver
- Kathleen Robertson as Clare Arnold
- Jamie Walters as Ray Pruit
- Nicholas Pryor as Chancelor Arnold
- Casper Van Dien as Griffin Stone
- Ryanne Kettner as Erin Silver
- Jeanette O'Connor as Doreen
- Loren Blackwell as Claude
- Alexander Pourtash as Al Nakoom
- Burke Byrnes as Fire Marshall