David and Donna visit her paternal grandmother, Celia Martin, who tells them the story of her husband who was the only one true love of her life during the 1940s. Meanwhile, Valerie meets and befriends Rob Andrews, a young and new rising actor in Hollywood. Kelly befriends an 11-year-old boy, called Joey, she finds camped outside her apartment, whom she suspects is a runaway. Also, Steve asks Brandon, Tracy and Clare to help him with filming an infomercial as a class project and literally gets into a sticky situation regarding the product's true nature.

Joey runs away from the homeless shelter and returns to Kelly, who eventually extracts the whole story about Joey's troubles with his mother and stepfather. Meanwhile, Rob asks Valerie's advice on a movie script while a mutual attraction between them develops. Tracy and Brandon quarrel over their spring break plans when Brandon is mailed two airline tickets to visit his parents and Tracy wants to go east to visit hers. David is with Donna at the hospital after her father suffers a stroke. Steve is taken aback by Clare's contract with her "male side" while the gang are preparing to protect his father's beach house from a coming storm.

Brandon and Tracy arrive in Hong Kong for Spring Break to visit Jim Walsh at his apartment, minus Cindy Walsh (who is supposedly visiting Brenda in England). Jim and Tracy get along fine, but he senses something off and questions Brandon about his hidden feelings for Kelly, as well as where Brandon really stands in his relationship with Tracy. Back in Beverly Hills, Donna and her uptight mother argue about what's best for Dr. Martin pending his release from the hospital; David tries to cool down the conflict. Meanwhile, Valerie becomes jealous after Rob's agent, Alan, pairs him with an actress/client for publicity reasons at a party that she throws at the After Dark, where the rock group Barenaked Ladies are performing. A lonely Kelly drowns her sorrows with hard liquor.

Mariah Murphy, the young black girl Brandon met in Texas ('Remember the Alamo'), who's now an aspiring writer, arrives in Los Angeles for a visit and her quick kinship with Kelly bothers Tracy. Meanwhile, Rob's new movie is released, which earns great recognition for his performance, but bad reviews for whole movie which makes Rob wonder if the movie business is really for him. Valerie worries that she'll lose Rob when he tells her that he wants to quit the entertainment business and move back to his hometown. Clare has a crisis when her computer breaks down while she's writing a term paper, which leaves her no time for Steve, who goes to Rob's movie premiere solo. Also, David goes nuts trying to plan a special anniversary dinner for Donna.