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On the Queen Mary, Steve tells Clare about Carl's feelings for her and tries to persuade her not to fulfill Carl's wish. Meanwhile, David and Donna decide to get back together, while still avoiding Erik. Joan tells Nat that she may be pregnant from her constant sickness. While Colin is trying to get the necessary papers and identity to leave the country on a freighter, Steve and Brandon end up in jail from a barroom brawl after taking out their frustrations on drunken bar slobs in which Kelly and Valerie have to bail them out. Eventually, Nat proposes marriage to Joan who accepts. Colin is finally caught, Steve and Clare get back together, and Brandon coldly breaks up with Susan after she admits her career means more to her than anything.
- 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 Star
- Nick Kiriazis as Prince Carl
- Julie Parrish as Joan Diamond
- Jon Hensley as Richard Ballen
- Michael Woolson as Erik Budman
- Valerie – So... you think you guys are going to get back together again?
- Brandon – You saw that, huh?
- Valerie – Yeah, I'm sorry. I wasn't snooping. I just didn't want to interrupt
- Brandon – Well, don't jump to any conclusions
- Valerie – So are you saying that it wouldn't happen? You and Kelly getting back together?
- Brandon – I don't know. If Dylan and Brenda found each other in a town of 15 million, if you include the outlying areas... it could happen
- (Brandon leaves)
- Valerie – (to herself) Not if I can help it
- David and Donna reunite.
- Last appearances of Susan Keats and Colin Robbins
- The Goo Goo Dolls would later on appear in the series finale of the new 90210 "We All Fall Down ".
- Long Way Down performed by Goo Goo Dolls
- Naked performed by Goo Goo Dolls
- Name performed by Goo Goo Dolls