Ben is feeding Serena sushi, of course, by this time in DUMBO. Finally he admits all the mixed-messaging and murder attempts are just the result of him thinking the last three years that she vindictively put him in prison like a mean little girl, and it's hard to adjust. "I know, and here you are somewhere else that I put you. Is that a problem?"
Ben's off into some kind of "I'm right where I belong" jibberjab when Dan comes in and growls at everybody, so Serena takes off because who needs that? She reminds Dan that she doesn't need his permission to hang out with his roommate, and he begs of course to differ, and once she's gone Ben's like, "You're being a good brother, but seriously if you could just calm down." Then Juliet calls Ben's phone and he doesn't hear it, but instead of alerting him to this call, Dan just make the most Abrams face of all time.
Chuck and Blair have this amazing fake conversation on the phone where he lets Raina overhear him discussing how remarkable she is, he's never felt this way before, she gets him and whatever, it was hard to show off the Palace knowing he's about to lose his home -- all the true things he's pretending are lies -- and meanwhile she's on the other end, pretending she's talking to Epperly about how she's totally into Nate and they should totally go to this party together and how Epperly is just gasping with desire. It's awesome.
Nate's hooked, and Serena immediately shows up to pointedly ask what scheme Blair's running this week, so Blair calls her out for skipping "school" to hang out in Brooklyn with Ben, and there's some great acting here. Blair delivers a great speech: "Bad boys have never really been your thing, but damaged outsiders are a definite weakness: He's from a different social class, your mother hates him, he hates your mother, he's living in a loft in DUMBO, even Dan already agreed to this weeks ago..."
Serena makes a funny frump-face and goes, "I knew Ben way before Dan!" And Blair make a hilarious face back at her and goes, "Not my point." Is it Ben? Or the idea of Ben? Everybody wants to somehow go back and do their babysitter, right? Or the college kid that mowed your lawn? And given the chance you might just act insane: But at what point have you stepped out of reality and into your fantasy? How much of this is even Ben at all? Because if anybody would know the difference, it's Waldorf.