| 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 | |
| Kelly Rutherford | ... | Lily van der Woodsen (credit only) | |
| Matthew Settle | ... | Rufus Humphrey | |
| Scott Bryce | ... | Ed Conwell | |
| Margaret Colin | ... | Eleanor Waldorf | |
| Laura Harring | ... | Elizabeth Fisher | |
| Desmond Harrington | ... | Jack Bass | |
| Willa Holland | ... | Agnes Andrews | |
| Zuzanna Szadkowski | ... | Dorota Kishlovsky | |
Chuck finds himself once again at odds with his uncle, Jack Bass. Eleanor puts Blair in charge of making sure her latest fashion show is a huge success with an important client. Rufus attempts to get Jenny back on track by volunteering to have her help with Eleanor's fashion show, but the opportunity takes a big turn for the worse when Jenny learns that Agnes will be one of the models. Written by CW Publicity