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Carl hosts Steve's weekend long 21st birthday bash on the ship Queen Mary in Long Beach, where the music group "The Goo Goo Dolls" entertains. Carl then asks Steve a favor: to have a chance with Clare who he has had a crush on. David and Donna grow more intimate while their producer Erik, makes a move on Donna and other women as well. Andrea Zuckerman arrives in town to have fun at Steve's party, and Nat brings Joan along who keeps feeling unwell.
Meanwhile, Valerie hires an FBI agent, named Richard Ballen, to find Colin who's in the area trying to get access on a ship to take him to South America. Also, Susan tells Brandon that she has decided to leave town to accept a job offer at a newspaper company in Washington D.C. which makes him wonder if he has a future with Susan after all.
- Jason Priestley as Brandon Walsh
- Jennie Garth as Kelly Taylor
- Ian Ziering as Steve Sanders
- 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
Special Guest Stars
- Denise Dowse as Yvonne Teasley
- Christine Belford as Samantha Sanders
- Nick Kiriazis as Prince Carl
- Julie Parrish as Joan Diamond
- Randy Spelling as Ryan Sanders
- Travis Wester as Austin Sanders
- Wings Hauser as J. Jay Jones (voice)
- Mary Crosby as Claudia Van Eyck
- Monika Schnarre as Elle
- Michael Woolson as Erik Budman
- Amanda Anka as Barbara
- Jon Hensle as Richard Ballen
- Matt Kaminsky as Randy Green
- Jim Dandy by LaVern Baker
- Feels So Good by Lina Santiago
- We learn in this episode that Dylan and Brenda reconnected in Europe and are now living together.