David takes Donna on a one-night trip to New Orleans in an attempt to sleep with her, which also delays Donna's presentation of her business project the very next day to her stern teacher, Professor Langley. In Beverly Hills, the relationship between Steve's mother and Clare's father becomes strained during a TV historical awards dinner, when Steve's self-obsessed mother once again lets success go to her head, which also strains the relationship between him and Clare. Meanwhile, Brandon attempts to nurse a flu-stricken Kelly and Valerie back to health, who re-live to each other how they became hard-core enemies two years ago which involved both of them pursuing Brandon. At the end, Valerie secretly meets with a certain Derrick Driscoll, who works for Kelly's father, to ask about a possible investment plan.

On Mother's Day weekend, Clare still grieves over her long-dead mother and Steve cannot figure out how to increase her spirits. Kelly must share a shocking secret with Brandon when she thinks that she may be pregnant. Meanwhile, Valerie makes a pass at David as part of her latest scheme to get him to buy her share of the Peach Pit After Dark as part of her nefarious plan to invest the cash in Kelly's father's business. Donna becomes stressed out from balancing time with David and studying for her final exams, and has another run-in with her cold-hearted business professor, Langley, who openly disapproves of Donna dating David because the professor sees him as a distraction to Donna's future.

Steve becomes depressed and frustrated with his father when Rush doesn't approve of the quick and easy future Steve has planned following graduation from C.U. Clare tells him that her father wants her to move to Paris with him after graduation and wants Steve to come with her. Meanwhile, Kelly's father, Bill, arrives in town for another visit and meets with Valerie, who tells her that Derrick Driscoll is actually an embezzler who just ripped off all her money that she invested. Kelly receives disturbing medical news that she may not be able to bear children. Also, Donna flakes out on her last final exam with Professor Langley.