Kelly and Brandon deal with the aftermath of their decision to not marry that becomes increasingly strained for both of them. Meanwhile, David urges Valerie toward a kinder, gentler demeanor after her HIV test comes back. Valerie encourages David to demand to write a music score for Glen King, David goes along with it... and gets fired for it. Steve has eyes for a new woman in town: an ambitious actress and con artist named Sophie Burns, whom she charms Steve into letting her stay at the Walsh house, but she has eyes for David instead. Also, Donna meddles in Noah's family affairs by insisting they have dinner with his estranged parents. But problems further arise when Noah learns that his father is about to be indicted for income tax evasion as well as questionable business deals.

Kelly turns to Brandon for help to write an article when the Wyatt medical clinic's budget is cut drastically. So, Brandon asks the gang to hold a fund raiser at the After Dark for the Wyatt Clinic. Meanwhile, Valerie decides to finally tell the truth about her father's motive for his suicide to her visiting mother, Abby, only to meet her young fiancée Carl, whom Valerie doesn't approve of. When Valerie finally tells her mother about the history of her father molesting her, Abby shocks Valerie by saying that she already knew. With a little of Donna's help, Noah achieves peace with his estranged father, which turns out to be short-lived. Also, Sophie shares her plans to success in show business with David, while Steve continues to be oblivious to Sophie's true devious colors and her greedy and ruthless intentions.

Kelly accompanies Valerie's mother, Abby, to her and Carl's wedding in Las Vegas, where maid of honor Valerie decides to make the moves on Carl to upset her mother's plans. Back in Los Angeles, Noah's and Donna's relationship is on the rocks as he continues to mourn over his father's recent suicide over his failed business, and the fact when IRS agents show up to confiscate everything of Mr. Hunter's for income tax fraud. Meanwhile, Donna is done in by another back-stabbing designer, Carrie, who gets a job after taking credit for Donna's clothing designs. Brandon learns something about Noah's father when he goes for an interview for a job at the L.A. Bureau of The New York Times. Also, Steve invents a date to make Sophie jealous while she continues to make the moves on David after he gets a job on a radio show.

Sophie makes her presence felt at the Beverly Beat when she offers to Steve and Janet to construct an Internet web site for the newspaper while continuing her clandestine affair with David, but Steve finally finds out about them after accidentally seeing Sophie and David doing something on the live Internet Web page. Meanwhile, Noah turns to Valerie instead of Donna for help after he is arrested for drunk driving, and a young lawyer, named Matt Durning, approaches him for representation for free of charge since Noah and his entire family is now broke from Noah's late father's dirty business dealings. With Brandon away in Washington D.C. for a job interview, Kelly proposes a business partnership to Donna of opening their own boutique shop. Also, Valerie's so-called "mistake" about seducing Carl in Las Vegas comes out which results in Carl breaking up with Abby which prompts her to threaten Valerie.

Valerie hires Matt for help in representation when her revenge-seeking mother presses murder charges against her for the late Mr. Malone's "suicide". But Kelly becomes angry about another one of Matt's clients who turns out to be the abusive husband from the spouse-abuse victim, Leah (from the 'Elephant's Father' episode). Meanwhile, Sophie begins to market herself for acting work... in the porno industry. Brandon returns from his stay in Washington and reveals that he accepted a job offer there at a prestigious newspaper company while Kelly reveals to him about her own personal change in opening her new boutique store, called 'Now Wear This'. Also, Noah takes a lonely Valerie on a tour of bad memories between both of them over the suicide of their unscrupulous, white-collared, criminal fathers.

With Brandon gone, Valerie plans her own farewell party after deciding to turn herself over to the police for setting up her father's long-ago suicide. Meanwhile, Sophie increases her circle of friends with a wealthy young man named Tom, where David fears that he'll lose Sophie after she decides to leave town after she accepts Tom's offer for a modeling job in Paris. Kelly's aid to Leah takes her outside the law where she lets Leah hide out at the beach apartment while she tries to get Leah and her baby some fake identification so she can leave town to get away from her abusive ex-husband. Noah continues on his self-destructive path and pushes away Donna when he sees her talking to Matt, and anyone who offers him support, except Valerie whom he challenges to a dangerous road game of chicken. Also, Steve, now running the Beverly Beat on his own, takes his newspaper in a new direction in publishing phony tabloid articles in which he and Janet end up trapped in a meat locker in a condemned building.