Brandon, Kelly, Donna, and Steve appear in Clare and David's cinema verité project: a The Real World-style documentary which soon reveals intimate secrets about the gang and threatens to tear apart some long-standing couples. Valerie moves back in with the Walshes after being evicted from her hotel suite. Meanwhile, Dylan helps more with Charley's movie screenplay and more help comes from Valerie who repeatedly temps Dylan. Elsewhere, Jesse makes a confession to Andrea about being unfaithful just when she is about to admit the same.

Ray is unhappy that Donna has come to Portland, Oregon to visit him, with David tagging along to visit his estranged mother. David panics when he discovers that his mother was fired, no longer lives at her last known address, and hasn't cashed her alimony checks for months. He turns to Donna for help, and Ray behaves like a total jerk. David and Donna cannot find Sheila at any of her favorite hangouts and learn that she was recently arrested. Donna misses Ray's concert; he explodes and shoves her against a wall in their hotel room. He later feels guilty and loans David his truck. Mel flies in from Los Angeles and tells David that Sheila has a life-long history of mental illness (she was diagnosed at a young age as a manic depressive). They receive a tip that she is living on the streets and take her to the hospital. David realizes that Donna is happy with Ray and decides to back off. Back in California, Dylan explores hypnotherapy in the hopes of understanding the main character in Charley's script. Also, Valerie gets a tattoo.