Kelly returns to the beach apartment from her trip to New York for Matt's brother's funeral. Donna greets her at the door, asking her about her trip and telling her David proposed. Kelly wants to sit down and hear all about it and Donna admits that she told David she has to think about it. Kelly is confused, and Donna tells her that she went over there because he doesn't act like he wants her anymore, and she expected him to break-up with her, not propose. She said they talked about it all night and she has the need for everything to be perfect. Kelly looks doubtful, but tells her it makes sense.
Later in the day, Kelly and Matt go to the Peach Pit and talk about how sorry Matt feels for Julie Ann and her baby (which is really Matt's baby through a sperm donorship). Matt seems very bothered at his baby growing up without a father.
Meanwhile, Donna shows up at Steve and Janet's house with Janet's dress for Kelly's wedding. Janet tells Donna that she's regretting her decision to work while Steve's at home. However, she's embarrassed to admit it to Steve since she was so adamant about wanting things that way.
Donna confides in Janet and asks her if her marriage to Steve is perfect. Janet says no, 51/49 is a good day. Janet says that what makes her happy is that she accepts it.
Later that night, David and Dylan are out on the beach digging a love note to Donna in the sand. Dylan admits to David that he's graduating from college the next day, but he doesn't want anyone to go. Soon, Noah and Steve show up and ask what's going on. David explains that he proposed to Donna, but she only said maybe. Steve assures him that it'll work out and the guys all tease David about what he should write in the sand.
Noah visits his girlfriend, Ellen, and she asks him for a commitment because of her child. Noah tells her he'll have to think about it and leaves.
At the Peach Pit, Noah and Matt run into each other. Noah tells Matt about Ellen and Matt asks Noah how Ellen does it as a single mom. Noah says it's ok, but that her little girl sometimes gets a sad, far away look in her eyes and he thinks it's because she's thinking of her father that she doesn't know.
The next morning, Donna sees "I love Don" in the sand and tells David how romantic some girl is. David tells her that it used to say Donna, and that it's for her. She thinks it's very sweet, and David comments on how it's not perfect. Later on, David is out digging in the sand to finish Donna's name and she sees him. She thinks it's so sweet that she tells him she wants to spend the rest of her life with him. David says, "Donna Martin, are you asking me to marry you?" and she says she is.
Kelly sees the note in the sand later that day and calls David to tell him how lucky Donna is to have him. David tells her that Dylan's graduating later that day.
Kelly shows up at Dylan's hotel room and helps him tie his tie for graduation. She asks to go with him, but he tells her it's private. Instead, she decides to take him to dinner later on to celebrate.
Afterwards, Kelly meets Matt at the pier. He tells her that he won't father Julie Ann's baby because he and Kelly are a team and their relationship comes first. He makes it clear that he would do it if it wasn't for her. Kelly feels bad and says she can't ask him to make that decision based on her. She tells him she needs time to think.
Later that evening, Kelly bursts through Dylan's door to take him out for dinner, ranting about how honest, dependable and trustworthy Matt is. She tells Dylan that the problem is that he's none of those things. Dylan promises Kelly he won't ever let her down. They spend that entire night staying up talking.
The next day, Noah picks up Ellen's daughter at daycare and they have a great time, but when Ellen comes home, Noah tells her he can't commit. She tells him they can't be in a relationship then.
Meanwhile, David and Donna are still in bed. They are talking about their wedding and having sex all day.
Kelly shows up at Matt's office and tells him she can't marry him. She's very upset and he asks her if it's because of Dylan. She says that Dylan has something to do with it. Matt explodes and tells Kelly that Dylan only told her that he slept with Amy to upset her. He promises that he loves her and it meant nothing. Kelly starts to cry, gets angry and said that she didn't know about Amy until Matt just told her. Matt tells Kelly that she's been unfaithful, too, in her own way. She agrees and says that's why she knows that breaking up is the right thing to do.
Later that night, Dylan comes over to the beach apartment because he's worried that Kelly never called him. Kelly is very upset that Dylan didn't tell her about Amy. Dylan said it was none of his business and that if he told her she'd only leave Matt and go to him because of anger. She tells him she thought he was a friend and this is why they'll never work. Dylan tells her to step back and realize he acted as a friend.