- “When the white tents blossom in Bryant Park it can only mean one thing: Fashion Week. The time of year when any Park Ave Princess would trade her last Prada pochette for front row seats to the best shows. And we hear the seating chart for Eleanor Waldorf's show is being made by our very own B."”
- —Gossip Girl
In the midst of Fashion Week, a furious Blair learns that her mother, Eleanor, at the suggestion of her protégé Jenny, has given Serena and her new socialite friend, Poppy Lifton, front row seats to the Eleanor Waldorf show. Hurt once again by Serena's popularity and her mother's betrayal, Blair decides to sabotage the show. Meanwhile, Dan starts hanging out with Chuck, but a walk on the dark side always has its risks and Dan learns that the hard way. Lily learns a secret that her new husband Bart has been keeping from her.
Memorable Quotes Edit
Shapiro: You sent me five stories all about a sheltered young man with girl problems who lives with his dad in Brooklyn. You think that's going to knock the Yale admissions committee off their tenured asses?
Dan: I just, I thought a writer was supposed to write what he knows. This is what I know.
Noah Shapiro: Then learn something new. Get out of your comfort zone. A cardinal rule of writing: if your work's too safe then do something dangerous.
Chuck: For what it's worth, Humphrey, you had my back. Never thought I'd say this, but thanks.
Dan: School. Another day of reading, writing and aristocrats.
Jenny: Are you back to Invisible Boy?
Dan: Invisible suits me.
Chuck: Watching you fail spectacularly gives me so much joy.
Blair: And you know what you give to everyone Chuck? Misery. There's a reason you're always out here alone.
Chuck: Nate just happens to be away at his grandparents.
Blair: Nate's only friends with you out of habit. The only person with fewer friends than you is Dan Humphrey. And at least his lame 90s dad likes him. And that's because he's something you'll never be: a human being.
Dan: I know we don't like each other and you think of me as a boring, sheltered nobody.
Chuck: I don't think of you.
Dan: Right. Of course you don't. But I've been thinking of me. And I have come to the conclusion that I need to get out of my comfort zone. I need to experience new things.
Chuck: Are you gay?
Dan: Now that would be out of my comfort zone, but no. I just need to get out of Brooklyn. For one night. I'd like to experience the world of Chuck Bass.
Gossip Girl: What would Fashion Week be without a fashion victim? Looks like Little J. just started her own trend: wearing a bullseye on her back.
Dan: Who knew there was a sex club behind the White Castle? And "beer before liquor". How do you know so many twins?
Chuck: Twins find me.
Gossip Girl: They say in fashion you can become a success overnight. But one minute you're in, and the next you're out.
Dan: When did you start drinking in bars alone?
Chuck: When I realised hot, desperate girls drink in bars alone.
Dan: What's your father like?
Chuck: Me. Only older. And meaner.
Dan: Jail. Brawling in public. You know I hear Yale's looking to create more bar fighters this year. Bar fighters and, um, Pacific Islanders. They're looking to round out the freshman class.
Dan: Has he always been like that?
Chuck: Since the day I was born.
Dan: Ah, that's crazy. Even Bart Bass doesn't hate babies. It's in our DNA. I think Disney did a study.
Jenny: I waved the white flag at school. Why can't you just claim your throne and leave me alone?
Blair: Because I can't!
Jenny: This is about Serena. I didn't realize.
Blair: And why would you?
Jenny: You might be privileged, Blair, but you work for every single thing you've achieved. Like me. Serena just glides through.
Blair: Tell me about it.
Jenny: I wanted to be your friend last year for a reason. I wanted you to like me.
Serena: My whole life I have been bending over backwards to protect your feelings. And you know what,? It's not my fault you're so insecure.
Blair: And I'm sure it's not your fault you're so conceited.
Serena: I'm just tired of trying to hold myself back so I don't outshine you.
Blair: Oh my god. Can you hear the words that are coming out of your mouth?
Serena: It's just the truth. From now on, I'm going to be who I am. And if you can support that and not be threatened and competitive, then great. If not...
Gossip Girl: If there's one thing I've learned, it's that there would be no gossip without secrets. You might be brave enough to reveal your secret only to have it used against you. Or someone else's secret might effect you in unexpected ways. There are some secrets you're only too happy to keep. Others surface only to be buried away deeper than they were before. But the most powerful secrets are the truths you thought you could never reveal. That once spoken change everything. But don't worry, B. The brightest stars burn out the fastest. Or at least that's what I heard. Waiting for a star to fall.
Guy from the bar: Did you just call my girlfriend a prostitute?
Chuck: It was an honest mistake.
Guy from the bar: There's nothing honest about it!
Dan: Oh,calm down, he said he was sorry.
Guy from the bar: Did he? Well, maybe I'll just teach him some manners then.
Chuck: It's not my fault your girlfriend dresses like a high class call girl.
Blair: What is there to say? You've only taken over the girls at school and abandoned our oldest tradition to go to my mother's show with a complete stranger.
Serena: First of all, I didn't take over the girls at school
Blair: Are you really gonna pretend like you don't notice what's been going on?
Serena: What? These girls are like hummingbirds, they move from flower to flower. They'll be on to someone else next week and then back to you. It's not a big deal.
Blair: Don't ever go to high school Dorota! The girls there are spoiled, stupid, and ungrateful. One snapshot with a socialite and it's all Serena, Serena, Serena!
Dorota: Some tea will calm your nerves.
Blair: Don't they know that without me they'd never see the inside of a fashion tent? They'd be stuck behind the barricades with P.E.T.A. In fact I will leave them outside with P.E.T.A, maybe that'll teach them some manners.
- Blake Lively as Serena van der Woodsen
- Leighton Meester as Blair Waldorf
- Penn Badgley as Dan Humphrey
- Chace Crawford as Nate Archibald
- Taylor Momsen as Jenny Humphrey
- Ed Westwick as Chuck Bass
- Jessica Szohr as Vanessa Abrams
- Kelly Rutherford as Lily van der Woodsen
- Matthew Settle as Rufus Humphrey
Special Guest Stars Edit
- Robert John Burke as Bart Bass
- Margaret Colin as Eleanor Waldorf
- Tamara Feldman as Poppy Lifton
- David Patrick Kelly as Noah Shapiro
- Yin Chang as Nelly Yuki
- Nicole Fiscella as Isabel Coates
- "NYC-Gone, Gone" by Conor Oberst
- "Made Concrete" by The Republic Tigers
- "Poker Face" by Lady Gaga
- "This Ship Was Built To Last" by The Duke Spirit
- "Fille Atomique" by Nous Non Plus.
- "Raise The Dead" by Phantom Planet
- This is the 3rd most watched episode of the series
Cultural References Edit
- André Leon Talley - This famous fashion icon and former editor of Vogue praised Jenny's dress
- Charles Bukowski - Noah mentions this deceased poet and short story author
- Elmgreen and Dragset - Painters that made the PRADA artwork in the Van der Woodsen's penthouse
- Eve Harrington - Eleanor compares Jenny to this character from the film " All About Eve"
- Kiki Smith - A famous american painter that's artwork is displayed in the Van der Woodsen's penthouse
- Kirsten Dunst - Laurel says that this american actress and model is " so 2007"
- Marilyn Monroe - Eleanor mentions this 50's actress and model
- Marc Jacobs - Eleanor mentions this luxury fashion designer
- Mephistopheles - a demon featured in German folklore that Noah compares to Chuck
- P.E.T.A - Blair mentions this American animal rights organisation
- Prada Pochette - An iconic clutch bag made by the luxury fashion company Prada
- Readers Digest - Noah mentions this american magazine
- Richard Phillips - An american painter that made artwork displayed in the Van der Woodsen penthouse
- Robert Mapplethorpe - Lily mentions this american photographer who she's modelled for
- Ryan Mcginley - An american photographer whose work is displayed in the Van der Woodsen's penthouse
- Ritalin - Eleanor mentions her publicist got sent into rehab from overdosing on this drug which is used to treat ADHD
- Sotheby's - This fine art auction company is mentioned
- Truman Capote - Noah mentions this american author,actor, and playwright
- Vanity Fair - Blair mentions this fashion magazine
- Womens Wear Daily - Serena is featured in this newspaper magazine
- Andes - a mountain range in South America
- Bryant Park - A privately managed publick park in Manhattan where Fashion Week is hosted
- Luxembourg - A country in Europe where Bart is currently staying
- Museum of Modern Art - Serena mentions she had to go to an event here
Food & Drink Edit
- Chicken Soup - Blair brings a container of the soup over to Rufus because Jenny is "sick"