| Episode complete credited cast: | |||
| 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 | |
| William Baldwin | ... | William van der Woodsen | |
| Connor Paolo | ... | Eric van der Woodsen | |
| Sherri Saum | ... | Holland Kemble | |
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Ben Yannette | ... | Cameron |
| Erin C. Buckley | ... | Receptionist | |
When things get tense between Rufus and Will, Serena chooses to stand behind her father, while at the Rufus is made to feel like an outsider in his own family. Meanwhile, Jenny deliberately shares information with Will that may ultimately destroy Lily and Rufus' marriage. After many failed attempts, Chuck makes one last grand gesture to reconcile with Blair, hoping she will finally accept the fact that they are destined to be together. Written by CW Publicity