In this episode of Gossip Girl, Blair is awoken by sounds from downstairs in her apartment. When she wanders down there, she spies her mother talking to Serena. Blair didn't even know she has returned from Paris, but apparently she is back, focused on her clothing line being accepted at one of the biggest department stores in NYC.

From there, Blair and Serena actually spend a nice day together shopping. They're having a nice time together when they run into Dan. Serena is happy to see him, of course, insisting he call and ask her out some time. But Blair isn't exactly so nice to this guy from Brooklyn.

Meanwhile, in wealthier news, Chuck is throwing a party he dubs the "lost weekend." It's nothing but upper East Side craziness, even though Nate shows hesitation about the life they're leading. His feelings become even more pronounced when Carter Basin shows up at the party; he's a few years older, used to be just like Chuck and Nate, but apparently has given up all material wealth and found the meaning to life. Or something. He and Nate bond, as Carter invites Nate to an all-night card game.

Back at Blair's, her mother is working with her assistant, trying to find a model to wear her clothing line for the big photo shoot that will determine whether or not the department stores take her on as a client. And just who do they decide on? Blair, with prompting from Serena. Perhaps these two really can be good friends again.

Hoping to be more than friends? Dan. He calls Serena and asks her to a movie. She accepts and our favorite character is quite excited.... until he arrives at the theater that night and gets a call from S. Turns out she has to help Blair at the run-through for the real photo shoot - because Blair is too stiff and Serena is showing her how to loosen up during poses - and has to cancel on Dan.

In adult news, Rufus sells a painting to an art dealer, who says she has a client who would love the piece of work. She also asks Rufus out, but he says he's married... even though he and his wife don't live together. We later learn that Lily was the client, as she comes into Rufus' gallery and returns the painting. His wife would be quite angry if the knew anything she made was hanging in Lily's apartment. You know, due to their fling 20 years ago and all. Women are nuts.

But guys can be, too. Nate abandons Chuck's big party to play cards with Carter. But he discovers, after losing $10,000, that Carter was setting him up and going after his money. Fortunately, Chuck has tracked them down just before Nate gets beat up (because he didn't have the money on him) and tells Carter that he won't report him to the police (for stealing some of Chuck's valuables from his apartment), if he lets them leave in peace. Carter agrees.

And Nate learns a lesson, but he's about to learn another one: when he tries to transfer money from his account, in order to pay Chuck back, he sees nothing but zeros as his balance. And he learns why from his accountant: daddy has cut Nate off.

Anyway, after standing up Dan, Serena gives her crush a call. She invites him to the real photo shoot the next day, where she promises they can hang out on the side as Blair poses. But will Blair be posing? Apparently not; not after her mother is told by the photographer that her daughter is just too rigid. And who does this guy think would be a better model? Serena, of course.

Blair pretends to be happy about this news when she finds out the next morning, but she's actually crushed. Wanting to mock the skinny girl who replaced her, Blair goes to the shoot anyway... only to find Serena there. But S swears she had no idea she was chosen in lieu of Blair. Mrs. Waldorf had said the two girls would be modeling together.

Still, Blair is irate because Serena always hogs the spotlight, while Dan is also less than thrilled. He thought he would get some actual alone time with Serena. Dan does, however, overhear Blair going on about her motherly issues and sees a sadder, softer side to this supposedly spoiled brat. This causes Dan to talk with Blair, comforting her by explaining that he knows her pain; he's never brought himself to actually tell his mother how he feels about her leaving, either.

The speech helps to inspire Blair, who does confront her mom about choosing Serena over her own daughter. Fortunately, Blair then also reconciles with Serena, who apologizes to both Blair and Dan for not speaking up and turning down the modeling opportunity. Dan asks Serena out again and she accepts, with Blair even throwing in her approval.

We end the episode with Serena and Blair bounding around town, taking pictures of each other. They're getting along so well. And even Gossip Girl tears up over the sight of it...