Noah helps Ellen get back into AA, but she tells him that she does not see on the same lines as he does for recovery. Meanwhile, Steve invests in Donna's on-line venture after Janet says no to the offer. Matt pads his continuing lie about his one-night-stand to Kelly while Dylan continues lurking around them to see if Matt will give in and confess to Kelly about it. Donna reject Mitch's business style in personal matters when his come-ons become more frequent which leads to him sabotaging her opening night of her web site after she rejects going out with him again. Also, David becomes more grumpy with his relationship with Camille, especially after she volunteers to model for Donna's designs on-line.

Dylan's generous wedding gift of two open-ended airplane tickets vexes both Kelly and Matt who consider moving to Seattle for Matt to interview for a job at a prestigious law firm. Meanwhile, Steve and Janet receive an offer by a businessman to buy their newspaper which Janet will run it where as Steve will not which sets both of them to try out a trial run of Steve being with baby Maddy for a week while Janet runs the office. Donna tells David that she wants to keep their relationship strictly platonic, while Donna's mother, Felice, tells her that she has decided to put the family house up for sale. Also, Noah meets Ellen's family which includes her mother and Ellen's six-year-old, out-of-wedlock daughter.

After David proposes marriage to Donna, both of them contemplate the matter and finally make a big decision. With Janet's career as a junior editor for the new owner of the Beverly Beat taking off, Steve become conflicted about being an unemployed stay-at-home father for baby Maddy. Kelly, while trying to open her independent public relations company, must make her own final decision on marrying Matt to console him after he learns that his brother in New York has suddenly died, and an uncertain-of-himself Dylan after he gets his college diploma. When Kelly tells Matt that she cannot marry him out of uncertainty, he lets the slip about his one-night stand during the desert road trip. Also, Noah contemplates commitment to Ellen and her daughter, but when he feels he's not ready, he breaks up with Ellen for good.