The fire marshal shuts down the Peach Pit After Dark for violating capacity. Steve tries to talk Dylan and Nat into buying out the carpet store next door and converting it into a club. Valerie tells the Walshes about Dylan's financial problems, but he angrily refuses Jim's assistance. Steve and David go to Dylan's house in the morning to discuss business, and find a half-naked Valerie. Steve punches Dylan in the face. Kelly objects when Jackie signs up Erin and herself for a mother-daughter photo shoot. Cindy reminds Kelly that her mother is much more responsible than she was during her modeling days. Kelly admits that she is hurt that she wasn't asked to join them, and Jackie confesses that she feared being mistaken for a grandmother. David handcuffs himself to Clare's bed, unaware that she does not have the key. They must think fast when Clare's father pays a surprise visit. Griffin surprises Donna by whisking her away to Catalina, but she is offended when he assumes she will stay th

After Kelly's grandfather nearly dies of pneumonia, she reluctantly gives the doctors permission to hook him up to a ventilator. Jackie and Kelly realize that the machines are taking away Ed's dignity without improving his condition. They decide to bring him home to spend his remaining time with his family. Kelly grows angry with Matt when he takes a case defending a tobacco company. He drops the case and quits smoking to impress Kelly, but she kisses Dylan. Donna agrees to let a troubled fifteen-year-old girl buy a dress on layaway. The girl's fellow gang members convince her to slice up the dress and return it as damaged goods. Sonia later apologizes and offers to work off her debt at the store. Dylan takes his bullet-riddled Porsche out of storage. He impresses Gina by coming to her defense when a drunk harasses her at the club. Dylan catches the guy and his friends vandalizing the Porsche; he gets a knife away from one of them and threatens to kill him. Dylan suffers nightmares abo