Brandon befriends Jerry Rattinger, an influential sports promoter and member of the beach club. At the same time, he looks to romance Sandy, a beleaguered co-worker who is many years his senior. Dylan warns Brandon that Sandy is not the right woman for him. Jerry wishes to hire Brandon as his gopher and loan him money for a new car. Brandon does not understand why Jim disapproves. Jerry asks Brandon to drive his wife home; Mrs. Rattinger reveals that her husband wanted her out of the way so that he could spend time with his mistress, Sandy. Brandon severs all ties with Jerry, who tries to have him fired from the club. Sandy decides to leave town in the hopes of getting her life in order. As an acting class assignment, Brenda tries to recreate the experience of being lost in a mall as a child. Music: 'The Goodbye Look' / 'Maxine' by Donald Fagen, 'The Other Side of Summer' by Elvis Costello.