| Episode cast overview, first billed only: | |||
| Blake Lively | ... | Serena van der Woodsen | |
| Leighton Meester | ... | Blair Waldorf | |
| Penn Badgley | ... | Dan Humphrey | |
| Chace Crawford | ... | Nate Archibald | |
| Taylor Momsen | ... | Jenny Humphrey | |
| Ed Westwick | ... | Chuck Bass | |
| Jessica Szohr | ... | Vanessa Abrams (credit only) | |
| Kelly Rutherford | ... | Lily van der Woodsen | |
| Matthew Settle | ... | Rufus Humphrey | |
| Laura Harring | ... | Elizabeth Fisher | |
| Sherri Saum | ... | Holland Kemble | |
| Kevin Zegers | ... | Damian Daalgard | |
| Mario Brassard | ... | Monsieur Duris | |
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Alexandra Carl | ... | Self |
| Francis Dumaurier | ... | French Consul General | |
Nate and Serena decide to explore the boundaries of their friendship. Blair suspects that Chuck is having problems forgetting about the woman he saw at his father's grave. Jenny agrees to accompany Damien to a State Dinner, but she realizes that his plan is ruined by a memory of the school. Dan tries to overcome the confession of love for Vanessa, without any result. Rufus returns from a ski trip and tries his best to avoid Lily. Written by Jean