We open on young Lily. She's in LA, and calls her father Rick's office from a pay phone. She asks if he has time to catch up, but he needs to go to London. She got expelled from private school.
Lily, who was reminiscing about this whole flashback in her car, as she made her way to jail to bail out Serena, arrives to find Blair, Chuck and Nate sitting there worrying about Serena's fate.
Lily shows up, and Blair glares from across the hall.
In Brooklyn, Dan and Jenny fill in Vanessa about Rufus's non-proposal to Lily. They decide that they will stay in during prom.
Rufus walks in and tells them all that his investment money is gone and Lily had Serena arrested, but that the kids should stay out of it.
Serena is not pleased to see Lily. Just then CeCe walks in, because Serena used her one phone call on her.
Rick meets Lily for lunch. He's an important a record executive. They recap Rhodes family history: family uprooted, ugly divorce, Dad moved to LA.
Then CeCe shows up. Rick called her. She told him that Lily got kicked out of school, and he asked her to come to LA. Lily says she wants to live with Rick, but he says he's really busy with work, and she needs her mom.
He also called her school and got her back in, but she doesn't want to go. She wanted to be expelled because she thinks her dad will forget about her if they don't live together.
Rick reassures her this will never happen and then immediately gets up and leaves. Lily runs after him, and they recap some more history - her sister Carol moved to LA to pursue acting, but she's not so great at it.
Rick gets his car, says he'll call when he gets back from London, and drives off. CeCe tells Lily to follow her back, but Lily gets in her car and drives in the opposite direction.
Eric and CeCe get back from a walk, and Lily angrily confronts her mother about telling Rufus about their love child. She tells CeCe the kid died, which she still believes is true, and says she'd like to start healing with her own daughter, but ... turns out Serena's not home.
She's still in jail.
Serena calls Blair from jail and says she will stay in there until Lily lets her make her own decisions. B and S talk about how dreamy Prom is going to be, but S is cool with missing it to make her point.
Dorota walks in and tells Blair good and bad news. Good news: she has a replacement Prom dress. Bad news: the dry cleaners ruined the first one.
Blair opens the box and the new dress is just like the one from her scrapbook! She thinks it's from her dad in Paris.
Nate tells Chuck about how everything for Prom is going wrong: the florist lost Blair's corsage, the hotel lost their reservation, and some bachelorette in New Jersey got the only limo in New York.
Nate says he needs to ask if Chuck is sabotaging Prom, but he says no, and Nate needs to stop asking. Nate finally says okay.
CeCe wakes up from a nap, and Lily tells her she wants CeCe to leave and never come back. Lily doesn't want to turn into her mother.
Lily walks into a diner looking for Carol, who's a waitress there, but she "flaked" on her shift. A kid with slicked-back hair bumps into L, and she snaps at him like a brat, and then asks for his help finding Carol.
He doesn't want to help, but the guy, Owen, says he's going to a gig later and will probably see Carol there with his friend (her boyfriend), so Lily can come.
He takes her to Carol's work locker, where Lily finds a picture of the two of them from when they were little, and gushes about how they used to be best friends.
Lily's phone rings. It's Dan. He's called Serena too many times, and wants to know if she's mad at him. Lily says Serena is still in jail, so she doesn't have her phone on her exactly.
Dan hangs up and goes to Jenny, asking her to make a dress for S in time for the prom. Lily goes to get S in jail, but finds out she's already gone.
Lily is trying on outfits and Owen walks in. They head to the "gig," where No Doubt (Snowed Out) is performing as they roam through the crowd.
Owen is really popular with all the valley punks, and Lily tries really hard not to be cool until Owen's friend Shep runs into them, saying they have a mission. Carol runs up, and, surprised to see Lily, rambles for a minute or so and then says they need to go on a mission and can talk in the car.
In the car, the girls sit up front and discuss cars, fanny pack investments, and "making it." Carol says she'll be a star once they get Shep's band's music video on MTV.
Lily wonders why she doesn't just give the video to their dad, but Carol insists she doesn't want to tell people about her connections, and Lily shouldn't either. Carol accuses Lily of sounding like their mother.
Blair and Nate walk in, and Penelope, Hazel, and Nelly walk over and tell them to vote for Prom Queen and King. Blair scoffs at the idea of a prom queen until she hears there's a tiara.
She and Nate vote for themselves (of course they were nominated), and then Chuck overhears the girls plotting election fraud. They're going to rig the votes so Nelly beats out Blair for Prom queen.
In a taxi on the way to Prom, Dan apologizes for meddling to thwart the whole Ponzi scheme, and Serena changes into her dress in the backseat.
They make up.
Lily shows up to Rufus' apartment and apologizes for turning into her mother there for a second. She asks if he was going to propose, and he says he was going to, but he didn't. He says she's unpredictable, and she worries she's doomed to repeat her mother's mistakes.
Rufus tells her she can change, but needs to let it go with CeCe and move on. She tries to kiss him, but he doesn't let her. He says she's still figuring out who she is.
The kids sneak in the bathroom of a house where a party is going on. Carol intends to get the music video from the director, who took their money and then upped his fee, and is now holding the video hostage.
Lily keeps being uptight, so Carol and Shep leave her with Owen. Owen accuses her of being lame, so she leads the way to the bar.
Blair greets Serena and Dan, who sprung her out of jail. Serena drags Dan to the dance floor.
Carol looks around for the music video guy, who turns out to be named Keith van der Woodsen. He tells her he kept the video so she had a reason to call him.
He was giving her a special rate on the video because she slept with him until she found out he had a girlfriend.
Then she broke things off, and his cost went up.
Lily says that no one treats her sister that way, but that plan doesn't work, so Keith calls the cops on the trespassers and a fight breaks out after Keith's girlfriend calls them valley trash.
Carol and Shep escape, but Owen and Lily get arrested.
Blair finds Chuck holding a ton of Nelly Yuki-marked ballots and accuses him of trying to sabotage her Prom. Then Penelope, to her own shock and dismay, announces that Nate and Blair are in fact Prom King and Queen!
Blair gets on stage, grabs the tiara, and beams. It's the perfect, perfect night. Chuck tells Serena and Dan that he was taking OUT the Nelly ballots, not putting them in.
He also "lost" her corsage because the dress he bought for her looks better without it.
He gives Serena the key to the penthouse at the Plaza, and asks her to give it to Blair. He just wanted Blair to have her fairytale Prom, like in the scrapbook.
What a softie.
Lily calls CeCe from jail, and she's furious. They fight about who gets to make the big decisions around here. Hopes and dreams, growing up, etc.
Lily defends Carol's free spirit attitude, and then Carol grabs the phone and tells their mother Lily will stay with her for a while and hangs up.
Carol sold her car to get Lily out, so they ride the bus back to the city. This is going to be the beginning of ... something, hopefully.
Lily catches CeCe on her way out of town and says she loves her. CeCe says Lily has it easy with Serena. Lily forgives CeCe, and they don't exactly agree on who's at fault for what, they hug it out, anyway.
At Prom, Blair and Nate are dancing. Blair feels sad, saying she senses something is over - not high school. Their relationship.
It already feels like a memory, she says. They savor the last slow dance but they both know that their love has officially run its course.
Blair goes out and sits on the steps, and S walks over. Blair tells her she and Nate broke up because he feels like her high school boyfriend.
The girls reminisce about high school and all the wild times and how they raised each other through the crazy times like sisters.
Just like Lily and Carol.
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