When the fire marshal shuts down the Peach Pit After Dark for violating capacity, Steve suggests to Dylan and Nat about purchasing the building next door to expand. Unfortunately, Dylan is broke and the only one who knows it is Valerie who is pressured to keep it a secret. The next day, when the Walshes and Valerie are planning a weekend trip to Palm Springs, a fax from Dylan's bank arrives requesting Jim's signature on a mortgage loan that Dylan has taken out, leaving them confused until Valerie finally tells them that Dylan is penniless from Kevin and Suzanne's business scam. Jim then informs Nat, and then apologizes to Dylan for what happened to him, but Dylan is too far gone at this point and rudely tells off Jim and anyone else. Meanwhile, Kelly disapproves when her mother, Jackie, tells her that she wants to return to modeling, but becomes further incensed when Jackie wants to include Kelly's baby sister Erin as well. That evening, David and Clare find themselves in a binding situation when David handcuffs himself to Clare's bed and gets stuck, and soon finds himself alone when Clare has to go out to dinner with her father. Donna continues to juggle dating both Griffin and Ray. But then Griffin takes Donna on a whirlwind trip to Catalina Island with the plans to seduce her, she refuses and finally learns what a creep Griffin really is. Valerie comes to Dylan's house to apologize over losing all his money and they end up sleeping together again. The next morning, Steve and David (not yet aware that Dylan is broke) come over to Dylan's house to talk about the Peach Pit After Dark expansion and they both find Valerie in bed with Dylan. Steve draws the correct conclusion and responds by punching Dylan in his face.