- ❝ There's nowhere else I'd rather be right now and no one else I'd rather be with ❞
- —Brandon to Andrea
As prom night approaches, neither Brenda nor Brandon has a date, but Donna and David have big plans.
- Jason Priestley as Brandon Walsh
- Shannen Doherty as Brenda Walsh
- Jennie Garth as Kelly Taylor
- Ian Ziering as Steve Sanders
- Gabrielle Carteris as Andrea Zuckerman
- Luke Perry as Dylan McKay
- Brian Austin Green as David Silver
- Tori Spelling as Donna Martin
- Carol Potter as Cindy Walsh
- James Eckhouse as Jim Walsh
Special Guest Star
- Cathy Dennis as Herself
- Joe E. Tata as Nat Bussichio
- Mark Kiely as Gil Meyers
- Ann Gillespie as Jackie Taylor
- Denise Dowse as Yvonne Teasley
- Michael Cudlitz as Tony Miller
- Jennifer Grant as Celeste Lundy
- Katherine Cannon as Felice Martin
- Michael Rawlins as Jordan Bonner
- Matthew Laurance as Mel Silver
- Arthur Rosenberg as Dr. George Ephardt
- Shawn Levy as Howard Banchek
- T.C. Warner as Tobi
- Lou DiMaggio as Blaze Reporter
- ❝ I don't understand, there's like 50 guys who would die to go to prom with Brenda Walsh ❞
- —David to Donna
- ❝ Steve – Bran, what are you doing here?
Andrea – Well, Jordan got –
Brandon – Hey, that's enough about Jordan ❞
- —Pre-prom drinks
- ❝Brenda – You know, I'm almost over you
- Dylan – Yeah... me too❞
- ❝ Mrs. Teasley – How come you guys aren't dancing?
Andrea – Well, Brandon doesn't dance
Brandon – You know what. Tonight, I do. Excuse us ❞
- Brandon dances – with Andrea
- Steve and Kelly dance
- Brenda and Dylan dance.
- Dylan is going to visit Berkeley on the weekend after Prom, to talk to a professor about attending college there.
- Andrea, Brandon and Dylan take AP English together.
- time to be lovers | MICHAEL MCDONALD & CHAKA KHAN
- David tells Donna he's gonna book a room for prom night
- start choppin' | DINOSAUR JR.
- Kelly and Dylan talk about San Francisco
- spill the wine | ERIC BURDON & WAR
- Brandon asks Andrea to prom but she's going with Jordan
- action speaks louder than words | TARA KEMP
- In the limo on the way to prom
- why | CATHY DENNIS & D-MOB
- Prom starts
- moments of love | CATHY DENNIS
- steve and kelly dance; brenda and dylan slow-dance
- touch me (all night long) | CATHY DENNIS
- brenda rejects tony; brandon and andrea dance
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