Eleanor tucks B in for the night, sweetly. Blair's like, "You haven't done this since I was little," and Eleanor reminds her that she hasn't actually been in bed by ten since she was little. (That reminded me of Paris Hilton's parents watching her dance on the tables at 1 AM and being like, "Problem? I see no problem with this." Funny and creepy at the same time.) "You looked beautiful tonight, you know?" Blair's lovely, innocent smile. "Really?" Eleanor pats her and heads off without even saying anything horrible or hitting her in the head with a shovel, so Blair puts on her sleep mask and drifts away.

Dan's wandering his spacious Williamsburg loft brushing his teeth absently when Serena calls him to -- you guessed it -- apologize some more. He runs around the house like a judging monkey to spit before he talks to her, and she's somehow the gross one. He tells her she missed "something amazing," and he's not talking about the movie, and it's cute. She invites him to the photo shoot in the morning and he laughs and asks if she's actually calling for Jenny. "I know it's a girly offer, but chew on this: I'll be there." Heh. He whines about how that means she won't because she forgot to negativize and un-ask or whatever, and she's like, "It's Blair's shoot, so I have to be there for moral support." He goes south on her: "Blair? Well, I'm definitely not going now." Serena nods, says, "Okay," hangs up the phone, and goes to buy herself a vibrator and some Cherry Garcia.

Just kidding! She hates herself. "Look, she's really not as bad as you think. Besides, she's gonna be so busy with the shoot that you won't even have to see her, and since it's so boring on the sidelines, you'll have my full attention." He lets her twist in silence and so she offers to buy him anything he wants from craft service, and he reminds her that craft service is free, and just like that they have one more irritating in-joke they can bring up in every conversation for the rest of the episode. Serena is cool: "I'll see you in the morning at eight I'm texting you the address I'm hanging up before thou dost protest again!" All in one breath like that. "Both feet, Humphrey," he says to himself, and somewhere Blair vomits without even knowing why.

Photo Terry and Asst. Laurel show up at the Waldorfs' even later that night, causing Eleanor to complain at them while her daughter's asleep. Laurel pulls out the shots from the fashion shoot and Terry says Blair is not what they really want to be, saying she is: "unapproachable," "controlled," "perfect." Not untrue. Eleanor suggests instead that she is "poised" and "regal," also not untrue, and Terry says more awesome stuff: "Your girl is rigid like a twig...she's afraid to let you in, so your works of art and she...fail to achieve..." Eleanor nods. "Symbiosis." Terry shows her the inevitable shots of Serena: "Your daughter is beautiful, yes. But this girl...this girl has It. She is warm like sunshine. She has fun. She will make the clients think if they buy these clothes, then they will have fun, too." Laurel, knowing her ass is now completely covered, is like, "Oh, but it's your decision, Eleanor." I love Laurel. I hope she makes some kind of power move, that would be so kick-ass. Eleanor smiles down lovingly at both girls and chews on her dilemma.