Both Blair and Serena say they’re not celebrating this year.

The Thorpes are meeting with the Basses for brunch to talk business.

Ben is looking for a job. Dan offers to get him a catering job.

W wants to follow an “It” girl on her Valentine’s Day and Blair suggests Raina.

Blair really just wants to keep an eye on Chuck. Serena tells Raina this.

Chuck is renting a mansion to throw a party to show Russell how he has pull.

Ben lies and tells Serena that he’s tutoring instead of catering.

The Captain tells Chuck that Daddy Thorpe plans to break up Bass Industries. Chuck finds out Lilly used to date Russell, then tells Russell he will have her ousted from the board to avoid a conflict of interest, which he does.

Dan tries to sell an article to W, via Blair. Blair finds out Raina backed out of the piece because Serena told her so. Upset, Blair knows that Ben lied to Serena about the tutoring and sends Serena to the party so she'll find out.

At the party, Chuck's plans for Raina are in place. Lily confronts Chuck. Raina is sad that he did this to her and Russell pulls out of his deal with Chuck.

Dan and Blair hide behind curtains as Chuck and Raina have it out. Blair finds out Chuck actually cared for Raina. Dan holds Blair’s hand in sadness.

Blair gave Dan’s article to someone at Vanity Fair. They watch a movie in bed ... separate beds.

The Captain gets fired from Thorpe, but gives Chuck all the secret passwords to the system.

Ben kisses Serena at a bar. Damien meets Eric in an alley and blackmails him.