"I'm failing?!" Steve yelled, staring at his paper, "I can't believe I'm failing."

"Partying, boozing and womanizing aren't enough to pass your exams? Shocking!" Kelly mocked

"This sucks. My mother's gonna kill me."

"Maybe you should get a tutor. Maybe David could help?"

"David's rubbing off on you too. Donna's gotta stop hanging out with that guy."

"Donna said he's pretty cool once you get to know him."

"Yeah? Haven't seen you hanging out with him much."

"Wait... there's this girl in my class, Andrea Zuckerman."

"Never heard of her."

"Runs the school paper, always carrying books.."

"No. I can't be seen with her."

"Donna said we should start seeing people beyond what meets the eye."

"Really, Kelly? Since when have you given anyone without a Porsche a chance?"

"Okay, enjoy failing." Kelly sighed

"Wait! Fine... I'll talk to her."

Taylor House

"Kelly, come in!" Jackie called out as Kelly arrived

"What?" Kelly said, yawning

"I went to AA this morning."

"What? Seriously?"

"Yeah... you were right. You need a mother who takes care of you. Not a mother to take care of."

"Oh my god, mum! Thanks" Kelly hugged her

"Things are going to be different from now on. Now come in to the living room, there's someone I want you to meet."

Jackie walked her into the living room

"Darling, this is Mel, Mel Silver."

"Silver?"

"Yeah, he inspired me."

"Oh, HE inspired you?"

"Hello, Kelly... I think you know my son, David Silver?"

"Oh god." Kelly gasped

"My son's quite a charmer, I'm sure you know him."

"So wait..." Kelly turned to her mother, "You didn't do this for me, you're getting clean so you can date this geek?"

"Kelly! Language!"

"That's alright, Jackie." Mel smiled

"No, it's not." Jackie warned

"You're right, mother, it's not alright. You're going through the same cycle, fall in love with some random guy, then when he proves to be no good, you'll be back to your pill popping and snorting, am I right?"

"Kelly!" Jackie warned

"Whatever. I'm outta here." Kelly left and slammed the front door.

The peach pit

"Hey Kel" Dylan looked up as Kelly walked in

"Not now, Dylan."

"I thought we could talk?"

"Dylan, not now!" Kelly warned, going to sit at another table, but Dylan joined her.

"Just listen to me, alright?" Dylan held her chin to face him

"I've been thinking, you're right. I am terrified of failing. I've gotten so used to being alone that I didn't know where to start when I liked someone. I've never really liked anyone. But I like you, and if you'll give me a chance, I'd like to give it a go."

Kelly rolled her eyes and left. Dylan called after her, but she did not respond

West Bev

"She's dating David's dad! God, could my life get any worse."

"Don't be so judgmental, Kelly." Donna snapped

"Donna, this is nothing against David, alright? Stop defending him all the time. If you wanna hang out with a geek that's fine. But I just don't want him hanging around my house."

"You know what, Kelly. You and Steve deserve each other."

School Hallway

"Hey..." Steve said walking up to Andrea's locker

"Are you talking to me?" Andrea kept glancing behind her

"Yeah' Steve chuckled, "I wanted to ask you a favour."

"Is this a bet, or something? Because I'm not interested."

"No!" Steve laughed, "I...erm... actually I need your help."

"What could you possibly need from me?" Andrea asked

"Do you tutor by any chance? I'll pay." Steve grinned

Sanders House

"There you go, you're doing well, you just need someone to explain this stuff to you in a way you'll understand." Andrea smiled

"That's great!" Steve grinned, "thanks a lot."

"Alright... well, see you on thursday then."

"Yeah, next session."

"Hey..." Kelly said walking in

"Hey babe." Steve glanced up

"Hi" Andrea smiled

"How's it going?" Kelly asked

"He's smarter than he looks" Andrea grinned

"I doubt that." Kelly chuckled, "Steve, I need to talk to you."

"Kel, if this is about the Taylor-Silver fiasco, I'm tired of it."

"Steve! What am I supposed to do?"

"I think if your mother is happy, maybe you should be happy for her..." Andrea added

"Oh jee... thanks, but I didn't ask your opinion." Kelly snapped

"Kelly!" Steve said sternly

"Sorry..." Kelly mumbled, "I just can't imagine everyone knowing that my mother and David's father are dating... David is just.."

"Human?"" Andrea finished her sentence

"Aren't you done here, Andrea?" Kelly hissed

"Everyone admires you so much... yet you don't give anyone the time of day. Maybe if you gave David a chance, it might inspire you to look at people in a different way." Andrea exclaimed

Kelly glared at her

"That's all. I'm leaving." Andrea grabbed her books and headed out, waving bye to Steve

"Andrea, wait!" Steve ran over to her, "I'm having a party this weekend, wanna come?"

"It's not really my thing."

"You said we need to step out of our cliques, right?" Steve grinned, she smiled at him and left

"You and Andrea. Donna and David... what the hell is going on."

"The times are a-changing." Steve smirked

"Yeah, my home, my friends... my boyfriend." Kelly sighed, "I'm leaving."

Steve's party

"Ugh... Donna and David are too close for comfort."

"Are they dating? Steve chuckled

"Don't even joke." Kelly warned, "He's stealing my mother AND my best friend. Donna snapped at me today. Can you believe that?"

"Andrea arrived. I'm gonna go see if she's alright."

"Great." Kelly rolled her eyes

Steve's terrace

Kelly sat by the pool

"Hey..." Dylan came and sat beside her

"You're out a lot more these days." Kelly glanced up at him

"Yeah... Making some changes."

"Join the club."

"Yeah, actually I've been talking to this girl in my english class, Andrea. She's been kinda helpful at motivating me into coming to school."

"Well, that's wonderful." Kelly mocked

"Listen, Kel... I don't know what you're going through, but keeping everyone at a distance isn't going to help. Trust me, I know."

"Andrea's really inspired you."

"Maybe you have to... I was trying to tell you at the peach pit, maybe we could."

"Come on, babe. We're going to play beer pong, with jager." Steve came, kissing Kelly's cheek and running off

"You're back with Sanders..." Dylan uttered

"Yeah." Kelly said quietly, got up and followed Steve

"Of course." Dylan mumbled to himself

Inside the Sanders' house

Steve, Andrea, Kelly and another friend of Steve's played Jager pong

"I've never drank before." Andrea said, almost gagging at the taste of alcohol.

"You'll be fine." Steve smirked, hugging her

"Why don't you just get a room?" Kelly snapped, walking off

By the pool

Kelly came outside, looking for Dylan. Who was sitting on a hammock with another girl and a bottle of whiskey in his hand

"Dylan?"

"Hi Kel." Dylan said as the girl hung her arms around his neck

"Wow... you waste no time." Kelly glared at him, as Dylan took a large sip from the bottle

"You have your safety net, I have mine." Dylan laughed

"Every time I think you're not that bad, you prove me wrong." Kelly hissed and walked off

"No way, I thought Kelly was Steve's girl." The girl asked Dylan

"You just keep drinking, alright?" Dylan handed the girl the bottle

The next day

The beach

"Donna, what's David doing here?" Kelly asked

"I invited him."

"Donna..."

"Kelly, you said you would try and be nice, remember, your parents are dating."

"I know, Donna... and I will. I just really wanted some time alone with you."

"What's wrong?"

"Did you see Steve flirting with Andrea last night?"

"He was being friendly, Kelly."

"It used to be the three of us, all the time. And now everything's changing." Kelly exhaled

"Kelly... do you think that maybe you're having such a hard time with Andrea and David, is because you're having a hard time letting Mel into your family?"

"Family? They're just dating, they're not a family!" Kelly corrected

"Okay... sorry." Donna said, calmly.

"I'm sorry... I don't mean to snap... It's just, everyone seems to be moving on while I sit back and watch it all pass me by."

Volleyball side of the beach

"Hey, Andrea!" Steve ran after her

"What, Steve?"

"Whoa you look a little rough."

"I'm hungover."

"Well, I know just the cure."

"Steve... why are you being so nice to me?" Andrea asked

"Because, you helped me study... you believed in me."

Kelly and Donna walked over

"Hey guys!" Steve called out, hugging Kelly as they came over

"hey.. uhm, Andrea? I'm sorry for being so bitchy." Kelly said coyly

"That's alright... I hear you're under a lot of stress... I'm gonna go get some water, anyone want anything?"

"I'll go with you." Donna smiled

"Do you have to tell her everything about us?" Kelly snapped at Steve as the girls left

"Take a chill pill, Kelly."

"You know, Steve. It just seems like you're there for everyone who needs you, except for your girlfriend."

"Don't start, Kelly."

"When was the last time you listened to any of my problems?"

"Whatever, Kelly."

"See... that's exactly what I'm talking about. You don't take anything I say seriously... you're just with me for your image, nothing more." Kelly stormed off

Parking Lot

Kelly was getting into her car when she saw a drunk Dylan driving up to the beach with a girl nibbling on his ear

"Classy." Kelly hissed

"Why don't you share your snide remarks to your boyfriend." Dylan snapped, and Kelly drove off.