With Kelly recovering in hospital from a drive-by shooting in an LAX parking lot, Brandon searches for the shooter and his partner who were responsible for the car theft that Kelly witnessed. Meanwhile, Donna lands another job at a prestigious fashion company and, after much hesitation, finally tells her mother of her living arrangements with David. Steve has yet another run in with Carly and tries to help her financially by landing her a job at the Peach Pit. After spending a torrid night with Valerie, Noah makes a quick exit and refuses to associate with her again.

Kelly is struck with amnesia after suffering mild brain damage from an emergency operation for her wounds, and Noah takes it upon himself to take Kelly on her first excursion outside the hospital. Meanwhile, Brandon quarrels with himself over what to do when he receives an offer for a newspaper job in Seattle. Steve attempts to make his first 'faux pas' as a sports agent to impress Carly at what he does for a living. Donna has an on-the-job crisis when she loses her new boss, Jane's dog while taking it to the vet. Noah also offers to help David look for a band to perform at the Peach Pit After Dark while at the same time, David to continue to keep his financial problems with the After Dark from Donna. Also, Valerie (for some suspicious reason) offers to help Donna with her job to land more clients.

While investigating Donna's story about working conditions at a sweatshop, Brandon discovers that Steve's father is involved, which brings up tension between Brandon and Steve over publishing the story. The events also throw off Steve's plans to take Carly and her son, Zack, to an amusement park. Meanwhile, David's financial problems with the After Dark worsen due to studio costs and Devin's racist remarks. Kelly still has partial amnesia when she is called to pick out her shooter from a police lineup. Valerie turns on her deviousness again when she begins stealing Donna's design clients for her own purposes. Val finds herself in a quandary over whether to be with Donna's new client, Cooper Hargrove, or with Noah, who wants to go back to Hawaii for a job.

Brandon's overprotection of Kelly after the drive-by shooter and his friend go free on a legal technicality alienates her to the point of anger. Meanwhile, Donna finally learns about Valerie's backstabbing and stealing all Donna's clients. Donna successfully plots revenge against Valerie when she sets up Cooper and Valerie on a dinner date at a fancy new restaurant where Noah also shows up after Donna anonymously sends him a message to meet Valerie there. A record executive makes a huge offer for David's band, but problems arise after Devin and his group surprises David with the racial material they plan for their debut at the After Dark. Steve continues to try to win Carly's affections by trying to help her keep her small house in order.