While "Moon River" is playing in the background, Blair is trying to enter Henry Bendel's but it turns out she can't since her name is kind of missing from the list. The only thing Blair can actually do is to stare at Serena having fun inside. Luckily for Miss Waldorf, this was just a nightmare and her day can start... right with a surprise. Guess who is back in Manhattan? Eleanor Waldorf. And she is absolutely bringing great news: Bendel is interested in carrying her fashion line. This could be the biggest shot ever for Eleanor Original. Anyway, Blair and her mother are not alone. Serena has just came over the Waldorf's because she and Blair have plans.
Someone else has plans as well, but shopping is definitely not involved, this time; Chuck has decided it's high time for a boys' weekend. Actually, a perfect mix of DBS - drugs, booze and sex, whose battle cry is pretty much "Stop Thinking. Start Partying". While the other guys are definitely eager to follow Chuck's wild life Nate doesn't seem that interested. Especially when an old acquaintance shows up, Carter Baizen. He is a former St. Jude's student who used to be cool but things change and now he claims to be a new man. He started traveling in the real world, filming documentaries. Nate seems kind of curious, Chuck has a different opinion "Are you high? That guy looks like Matthew McConaughey between movies".
Back to the girls' shopping... Seems like it's time for honesty. Blair confesses to Serena that whenever the two of them are together, she feels like everyone looks only at Serena. Even Eleanor. Van der Woodsen Jr. swears this is not true. "You're her daughter, she doesn't like anyone more than you". Blair isn't sure about Serena's words but she starts changing her mind as soon as Eleanor chooses her to be the new face for her clothing line. Blair is more than thrilled and Serena promises she will support her. And Blair does need support, since when it comes to fashion shoots, she is stiff and rigid like a piece of wood. Serena tries to help Blair out, telling her to loosen up. Then she starts showing her how to be more natural and relaxed. And the photographer does absolutely like.. Serena. Ouch.
It is a gainful day for Rufus' so-called art gallery. Bex, a buyer, buys an enigmatic painting, created by Rufus' wife, Alison. Of course, it turns out that Bex' client was none other than... Lillian. That's why she shows up later at the gallery, holding the painting. While Lillian was surprised to have accidentally become the owner of one of Alison's work, Rufus is surprised Lillian did hire someone with such a good artistic taste. Lillian points out Alison wouldn't like her as the owner of her painting, so she gives it back to Rufus. Before Lillian leaves, Rufus asks her opinion about the painting. "I thought it was extraordinary", is Lillian's reply. Rufus doesn't look at her but he is certainly pleased about Lillian's words.
Dan finally calls Serena and, yes, their first date seems on the way. Unfortunately Blair is kind of getting in Dan's way. Not only did she treat him like he was the worst loser ever, whenever she happens to be around him, but she also begs Serena to stay with her at the fashion shoot. So Serena can't make it to the cinema and stands Dan up.
Nate bails on Chuck's wild night and goes to play poker with Carter and some other sly guys. Things gets ugly when Nate figures that Carter has set him up to lose. Luckily, Chuck shows up and saves the day... and Nate, as well. Issues are not finished yet, though. To his utter shock, when Nate wants to give Chuck the money he lent him to solve his poker debt, he finds out the Captain did drain his trust account.
A new day has just risen in Upper East Side Manhattan and the official fashion shoot can get started. But... bad news, Blair. The photographer claims Blair isn't good at modeling and suggests to Eleanor a possible substitute. Serena. Eleanor agrees without even pretending she believed her daughter could turn out to be good, as well. As soon as Blair finds out Serena was the one who replaced her, she is more than furious and yells at Serena that she can't help but want the spotlight, since "It's who you are!". Serena swears she has been tricked into it, they said the two of them were doing the whole modeling thing together; they assured her Blair wasn't there because she was just running a bit late. Blair doesn't believe Serena at all. And neither does Dan, who happened to hear Blair's outburst. Serena is hurt about Dan's distrust and asks him to leave. Then she walks up to Eleanor and claims she quits. Much to Icy Eleanor's dismay. Instead of leaving, Dan catches up with Blair. Immediately she points out: "Normally, wouldn't be this close to you without a tetanus shot." Anyway, Dan sits next to her and talks about his family. Dan would like to be able to ask her mother to make up her mind. Either come home or leave for good. After Dan's wise gems, Blair decides it's time Icy Eleanor got how her offspring really feels. Blair asks Eleanor a simple question. Did she choose Serena over her? Mrs. Waldorf can't help but tell the truth. For once. "If my company had lost this deal because of you, I'd have never forgiven myself."
When Serena is about to leave, Dan shows up, apologizes to her. He shouldn't have judged her. Again. She replied she shouldn't have given him reason to. They make up and "Friday, 8:00" could be a real date... Who knows. Even Blair kind of approves.
Once Dan goes away, it's just the two it-girls. No more cat-fight, they hug. Then Blair tells Serena that, overall, she has just learn a lesson; but van der Woodsen Jr. is positive it's time they had some fun too. So they take some clothes of Eleanor's clothing line and make their own fashion shoot under NYC's blue sky. And what's more fun than taking random pictures all dressed up?
And today's bottom line is... "Everyone knows you can't choose your family but you can choose you friends. And in a world ruled by bloodlines and bank accounts, it pays to have a pal. As much as a BFF can make you go WTF, there is no denying we'd all be a little less rich without them".