Since the Ben thing is so new, S is taking Valentine's Day off, but since Blair needs an It Girl for some W thing, she sends Serena to ask Raina if she'll do some press. Raina agrees, but since B is only working this angle because she thinks Chuck's feelings aren't real, S eventually tells her not to do the profile. Assuming Serena is sabotaging her work plans because she's lonely and unfulfilled, Blair decides to retaliate by staging a big showdown at the party: Ben told S that he was tutoring -- not waitering, the job his roomie Dan got him -- and feels all kinds of class-related shame, which eventually he gets over, because that's all Ben ever does.

The party in question: A last big gesture to get on Thorpe's good side, Chuck throws an exclusive no-invite party outside town. By proving that his name is enough to insure a full house (at $2500 a pop, no less), Chuck hopes to keep Bass Inc. in one piece. Russell agrees, but the Captain leaks Nate a report that says they're still moving forward with his piecemeal sale. Raina finally tells Chuck that Lily was the reason Thorpe and Bart broke up in the first place, so as a show of good faith Chuck has Lily removed from the Bass board. Big showdown in which Raina finds out that Chuck is, you know, Chuck, and dumps him for being mean to his mom, so his final score is: No family, no company, no Raina.

Unfortunately, B has a secret front-row seat to C's attempt to reconcile with Raina, and the authentic feelings he's having toward her. Dan's there too, and tries to comfort her, but she doesn't thaw for a few hours, and then only after S forgives her for being awful about Ben again. Blair finally admits she read, loved and passed an article of Dan's to somebody at VF and has spent the whole episode just dicking him around, so they watch Rosemary's Baby together on the phone, and it's crazy sweet.

Other things happened. The Captain gets fired from Thorpe for passing the report, which was a planted fake anyway, but before he got fired he swiped key cards and passwords for Thorpe's office as a way of demonstrating his loyalty to Chuck. Once again, Lily was right and everybody was wrong because she's such a creep that they ruined it anyway. And Damien shows up in some sort of hat to menace Eric some more, this time about blackmailing Lily for her felony perjury that Eric told him all about when they were canoodling... But um, of which Damien is also guilty, so we'll see how that all goes down. Mostly I'm just happy Serena and Blair had more than their usual one conversation.

Next week: Blair's first work meltdown, Nate goes after Raina, more Blair and Dan stuff, and presumably even more people coming after Lily like a human flood of neverending vengeance.

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