Chuck (Ed Westwick) brings Blair to show her the Victrola, an old-time burlesque club Chuck wants to invest in - or his father to invest in. Chuck's dad tells Lily he wants to go public with their love. Chuck asks his dad about the investment idea, and Bart is pleased Chuck is showing interest in something other than boozing.
Nate's parents want him to check into drug rehab, while Nate is pissed at his dad for not owning up to the fact that the coke was his. At school, Nate finds Jenny to ask her not to tell Blair about what he said at the masked ball. Blair shows up and knows something is amiss. She rips Jenny and tells her she hates secrets.
Serena and Dan make out by the stairs at school, out in the open. Blair asks Serena if she's done it with Dan yet. Serena worries Dan might be the one guy who wants to slow things down. He's a virgin, and Dan has a recurring nightmare in which he fails to satisfy Serena and is judged by other girls. Funny stuff.
Nate spies on his dad and sees him buying drugs, then tells his mother that the drugs belonged to his dad, not him. He begs for her help, but she's denial. She turns the drug problem around and places the blame on Nate (Chace Crawford) for being such a difficult child and driving his father drugs in the first place.
At the Victrola, Chuck is making out with a burlesque performer. Standard fare. Dad happens to come in and see this and immediately goes back to being disappointed in his freeloading, party animal son. Chuck runs after him and sees his dad driving away with some hot young Asian woman.
Dan and Serena (Blake Lively) are fooling around in bed when Vanessa climbs in unannounced through the window. Dan escorts Vanessa to the door. Serena wants to talk about having sex and what Dan's feeling, but they just try again. They are interrupted by Rufus this time. Later Dan watches porn (or "art cinema" as he claims), and is interrupted (again) by Vanessa. Later still, Rufus sees him reading about sensual massage.
Rufus asks if Dan needs a refresher on 'the talk'. He's going to be gone for awhile - possibly all night - leaving Dan alone in the apartment, and this father knows what's about to potentially happen in that time.
Alone at last, Dan brings Serena to his room, where he's lit candles and rid his bed of football sheets. Serena is blown away, and they make out for awhile before Serena says she's scared. She says no one has ever looked at her the way Dan (Penn Badgley) just did. They settle for cuddling lovingly for the remainder of the night.
Meanwhile, Chuck is drunk off his ass as usual and dishes to Lily - who is trying to comfort him - that Bart had some Asian chick in his limo yesterday, which makes Lily sad.
Blair confides in Jenny that Nate is planning to her a ring with his family diamond. Blair sniffs out that there is something Jenny is hiding when J is not jumping for joy at this. Jenny confesses that Nate said he wasn't over Serena at the ball, and told her this thinking she was S. A shocked Blair (Leighton Meester) dismisses Little J for good.
At the much-anticipated Waldorf-Archibald dinner, Blair asks Nate if there is anything he wants to say. His dad is tweaking hard core and begs Anne to let Blair try on the huge engagement ring. So awkward. Outside, Nate scolds his dad for being so embarrassing. They get into a small fight which leads quickly to Nate getting hit in the face. Unfortunately for Mr. Archibald dad, there is a cop right there. Nate tells the police to check his dad's pockets, and they take him away.
Blair sees the entire event from an upstairs window. She says that she saw his father being arrested and is disappointed Nate didn't come find her to talk about it. Nate says he promised Chuck at Victrola, and says that it's difficult to talk to Blair even if he tries. She says she knows what she said to Jenny at the ball. She asks him if he loves her, and Nate doesn't answer. Blair says she doesn't need him anymore.
Nate learns from his mom later that evening that his dad's bail is set at a million dollars and he has more than a drug problem - the DA has been building a case for embezzlement and fraud against Mr. Archibald.
Chuck is back at the Victrola when he is joined by his dad and the Asian girl, who is a reporter for The Observer who is writing a profile on him. Oops. Chuck jumped the gun on that one.
Bart finally comes on board with the idea of the club and is really proud of his son. Feeling awful, Chuck tells Bart that he told Lily about the Asian woman. Bart is upset, but he tries to call Lily, and when he can't reach her, leaves to go try to explain and fix things. But Lily has gone already to find Rufus at the gallery...
Blair goes to Victrola to escape. She wants to feel relief, so Chuck dares her to go up and dance on the stage, and she does. Seductively, she takes her clothes off piece by piece until only a sexy satin slip remains. Gulp.
A the end of the night, a tipsy Blair and Chuck go home in Chuck's limo... Smiling, she thanks Chuck for a wonderful night and despite his modest protests, leans over and starts making out with him...
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