Living together begins to take its toll on Kelly and Brandon's relationship. Donna asks David to move back in with her at the beachfront apartment, but with a stipulation that they sleep in separate rooms and that he doesn't tell her parents. Meanwhile, Steve has a couple of run-ins with Carly Reynolds - a young, overprotective, sarcastic, single mother with a six-year-old boy named Zack - who Steve wants to know more about.

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.

Kelly, still stricken with amnesia, is finally released from the hospital and returns to the only home she can recall, which is her old beach front apartment. Meanwhile, Steve and Brandon secure a production manager, named Terri Spar, for their new newspaper agency, called the Beverly Beat, in order to meet a deadline. Donna's newest designs impress a manufacturer, whose workers she discovers toil in depressing conditions. David attempts to secure a new band for the After Dark and lets the lead singer, Devin, and his band crash at the beach front apartment. Carly reluctantly asks Steve to baby-sit for Zack as she goes out for the evening. Also, Valerie continues pursuing Noah who eventually tells her all about his lonely life and unwillingness to keep a relationship, while Valerie meets a guy interest, a wealthy heir named Cooper Hargrove.

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.

On Halloween, Brandon and Kelly put more excitement in rebuilding their relationship by having 'nooners' in the most bizarre places. Donna is hired by an eccentric widow who wants to organize a séance to contact her long-dead husband. David's continuing financial troubles with After Dark begin to take a toll on him and an unknowing Donna when the club is foreclosed for late rent payments. David continues to hide his problems from Donna. Steve continues to pursue Carly and asks her to a formal autumn banquet, where Valerie's two suitors, Cooper and Noah, finally cross paths when they meet each other face-to-face for the first time and neither enjoys it, prompting both Cooper and Noah to break up with her.

Brandon and Kelly are surprised when they find Erica Steele, Dylan's younger half-sister, working the streets. They turn to Pam, a social worker, to help them find Erica when she runs from them. Meanwhile, Steve is struck with uncertainty after he is mistaken as Zack's father. Life then takes an unexpected turn when a pregnant girlfriend from Steve's past claims that her unborn child is his. In a desperate attempt to hold onto After Dark, David meets with Everett Sands, a loan shark, and Donna finally learns about David's financial problems after she discovers that David has forged her signature on checks to pay club bills. After breaking up with Valerie, an angry and frustrated Noah lands in jail after a drunken barroom brawl. Brandon bails Noah out of jail. Noah then unloads his secret past to Brandon - of being heir to millions, from which he ran away because his family holds Noah responsible for the his fiancée's death 1 year ago, in a drunk driving crash.

After throwing David out of the beachfront apartment, Donna meets with Noah who takes her on sailing, then rescues a bankrupt David from his loan shark who wants a huge payback, with interest. Meanwhile, Erica runs away from Brandon and Kelly to go back to her pimp, Riggs. After a heated confrontation, Erica comes to her senses and helps Brandon write her life story for his newspaper, but Brandon soon finds himself in trouble when he refuses to reveal his source to an A.D.A. who wants to prosecute Erica's pimp. Carly persuades a reluctant Steve to take a paternity test to find out if Jodi, his former flame, is really pregnant with his baby.

Following Brandon's arrest, sparks fly between him and Kelly over his ongoing refusal to reveal the name of his source, until Erica proposes a way to help him entrap Riggs in a sting operation. Meanwhile, Valerie seeks to learn who anonymously helped David pay off his loan shark, and learns the truth about Noah and his wealthy background. At the same time, David's jealousy and pride get the worst out of him after he rejects help from Donna after a fire breaks out at After Dark. Steve & Jodi, then Steve & Rush, talk about paternity and if he is ready for fatherhood; Steve goes to Carly for comfort. Kelly volunteers for a new job at the free clinic and meets the volunteer doctor Monahan. Noah starts dating Donna after telling her about his wealthy family.

After parting ways with After Dark, David takes a retail job at a department store and continues to reject friendly overtures from Noah, who takes over ownership of After Dark. Meanwhile, Brandon hires Emma Bennett, an attractive young writer, for important articles at the Beverly Beat. Kelly questions the professionalism of Dr. Monahan after he makes a pass at her. Valerie lobbies Noah to let her manage the Peach Pit After Dark, much to Donna's suspicions and jealousy. Elsewhere, Steve and Carly search for time alone together, while Donna's mother disapproves of her dating Noah.

At Donna's urging, Kelly returns to modeling for a few days' shoot, and later calls Dr. Monahan on his alleged conduct. Meanwhile, David gets a new job at a car wash and tries to help a troubled, gay, teenage co-worker, Ben, who's tormented by their other co-workers and shunned by his conservative parents. Steve takes the stage on comedy night at the Peach Pit After Dark to impress Carly. Also, Brandon finds Emma - who's determined to bag him - almost irresistible, while an unsuspecting Kelly stands by. Valerie schemes with David to make Noah and Donna jealous by making it seem that they are having an affair, but it doesn't work due to David's lack of lying skills.

In the week before Christmas, an administrator asks Kelly to give a speech praising Dr. Monahan, which leaves her in a dilemma, knowing his true nature. Meanwhile, Donna reacts to Noah's lack of Christmas spirit due to his history. Carly's son, Zack, questions the existence of Santa Claus, and Steve sets out to prove that he's real, with a little help from Nat. At David's urging, a depressed Ben delivers gifts to his parents, and later he and Valerie help out a suicidal Ben. Emma refuses to back off from flirting with Brandon, and gives him a valuable watch as a Christmas present; he finally gives into her charms and has sex with her.

Carly and Zack temporarily move in with Donna at the beachfront apartment after they are evicted from their house, which was needed earthquake retrofitting. Carly gives Donna advice on her love life as Donna questions whether or not to sleep with Noah. Meanwhile, Dr. Monahan angrily confronts Kelly about her sexual harassment charge against him. David finally admits to Donna that his relationship with Valerie is a farce, but that soon changes when Valerie admits to developing feelings for him again. After Emma quits her job at Brandon's newspaper agency, she puts pressure on him. Brandon is determined to hide their Christmas fling at any cost, and Brandon hires a new writer, Janet Sosna, as Emma's replacement. Valerie as a run-in with Duke, Brandon's former bookmaker, who she tells to stay away from the Peach Pit After Dark, until he offers her a cut of his winnings. Elsewhere, Steve and Brandon rescue David from his carwash job by offering him another job as a music critic for their paper. Zack unknowingly draws on Donna's design sketches just before her meeting with a new potential employer.

David tries to makes amends to musical artist Jamie Blake after his first music review gets her fired from her job, by trying to get her to perform at the After Dark. Meanwhile, the greedy Valerie ignores Noah's decree to halt the betting at the After Dark, with serious consequences when they both get arrested after the police raid the place. Steve suffers after he and Brandon try to assess Kelly's potential reaction if Brandon tells the truth about his fling with Emma after she threatens to reveal it with an audio tape, and Kelly mistakenly thinks Steve is the one having an affair with Emma when she overhears Brandon and Steve talking about it. Also, Carly thinks Steve is irresponsible with Zack, which takes a turn when she herself loses Zack during an outing at a mall with Donna.

Jeff, a new medical intern, and Valerie, who is serving community service for her bookmaking, start working at the Wyatt Free Clinic with Kelly, where she also tries to help a victim of spousal abuse. Meanwhile, news of the sudden illness of Carly's estranged father has her wanting to take Zack and move to Montana to care for him, and away from Steve who's struck with grief, fearing that he will never see his girlfriend again. David hangs out with Jasper's Legend to write a story on them, but the bandmates indulge in David's worst fears, drugs and booze. Valerie turns on her deviousness again, determined not to let Brandon and Kelly get back together by interfering with Brandon's phone messages. Elsewhere, Donna and Noah begin arguing due to differing views about Brandon's fling.

Jeff, a new medical intern, and Valerie, who is serving community service for her bookmaking, start working at the Wyatt Free Clinic with Kelly, where she also tries to help a victim of spousal abuse. Meanwhile, news of the sudden illness of Carly's estranged father has her wanting to take Zack and move to Montana to care for him, and away from Steve who's struck with grief, fearing that he will never see his girlfriend again. David hangs out with Jasper's Legend to write a story on them, but the bandmates indulge in David's worst fears, drugs and booze. Valerie turns on her deviousness again, determined not to let Brandon and Kelly get back together by interfering with Brandon's phone messages. Elsewhere, Donna and Noah begin arguing due to differing views about Brandon's fling.

David tries to makes amends to musical artist Jamie Blake after his first music review gets her fired from her job, by trying to get her to perform at the After Dark. Meanwhile, the greedy Valerie ignores Noah's decree to halt the betting at the After Dark, with serious consequences when they both get arrested after the police raid the place. Steve suffers after he and Brandon try to assess Kelly's potential reaction if Brandon tells the truth about his fling with Emma after she threatens to reveal it with an audio tape, and Kelly mistakenly thinks Steve is the one having an affair with Emma when she overhears Brandon and Steve talking about it. Also, Carly thinks Steve is irresponsible with Zack, which takes a turn when she herself loses Zack during an outing at a mall with Donna.

After throwing David out of the beachfront apartment, Donna meets with Noah who takes her on sailing, then rescues a bankrupt David from his loan shark who wants a huge payback, with interest. Meanwhile, Erica runs away from Brandon and Kelly to go back to her pimp, Riggs. After a heated confrontation, Erica comes to her senses and helps Brandon write her life story for his newspaper, but Brandon soon finds himself in trouble when he refuses to reveal his source to an A.D.A. who wants to prosecute Erica's pimp. Carly persuades a reluctant Steve to take a paternity test to find out if Jodi, his former flame, is really pregnant with his baby.

Brandon and Kelly are surprised when they find Erica Steele, Dylan's younger half-sister, working the streets. They turn to Pam, a social worker, to help them find Erica when she runs from them. Meanwhile, Steve is struck with uncertainty after he is mistaken as Zack's father. Life then takes an unexpected turn when a pregnant girlfriend from Steve's past claims that her unborn child is his. In a desperate attempt to hold onto After Dark, David meets with Everett Sands, a loan shark, and Donna finally learns about David's financial problems after she discovers that David has forged her signature on checks to pay club bills. After breaking up with Valerie, an angry and frustrated Noah lands in jail after a drunken barroom brawl. Brandon bails Noah out of jail. Noah then unloads his secret past to Brandon - of being heir to millions, from which he ran away because his family holds Noah responsible for the his fiancée's death 1 year ago, in a drunk driving crash.

After parting ways with After Dark, David takes a retail job at a department store and continues to reject friendly overtures from Noah, who takes over ownership of After Dark. Meanwhile, Brandon hires Emma Bennett, an attractive young writer, for important articles at the Beverly Beat. Kelly questions the professionalism of Dr. Monahan after he makes a pass at her. Valerie lobbies Noah to let her manage the Peach Pit After Dark, much to Donna's suspicions and jealousy. Elsewhere, Steve and Carly search for time alone together, while Donna's mother disapproves of her dating Noah.