Brenda and Dylan continue their flirtation, and she accidentally catches him in the shower. They go out alone when Brandon has to stay home sick. Dylan loses his cool after a confrontation with his father. Brenda consoles him, and they end up kissing. Jim objects to the relationship because Dylan's father is considered ruthless and crooked. Brenda is prepared to go all the way, and is crushed when Dylan stands her up. He later explains that he had to move because his father skipped the country to avoid an indictment. Steve tries to make a pass at the speaker for a sex education assembly. She reveals that she has AIDS. Her speech prompts Brenda to slow things down with Dylan. Music: 'Lily Was Here' by Candy Dulfer and Dave Stewart, 'Doing the Do' by Betty Boo; 'She's Like the Wind' by Patrick Swayze.

Carla's formidable mother demands on her deathbed that Carla name one of her children "Benito Mussolini".