- 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
- 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 – Heeey, that's enough about Jordan
- 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.
- Howard and Tobi were introduced in this and the following episode as the producers had been toying with the idea of having David complete his senior year while the gang went on to college.
- Mario Lopez auditioned for the part of Howard
- 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