In the midst of Fashion Week, a furious Blair (Leighton Meester) learns that her mother, Eleanor (guest star Margaret Colin), at the suggestion of her protg Jenny (Taylor Momsen), has given Serena (Blake Lively) and her new socialite friend, Poppy Lifton (guest star Tamara Feldman), front row seats to the Eleanor Waldorf show. Hurt once again by Serenas popularity and her mothers betrayal, Blair decides to sabotage the show. Meanwhile, Dan (Penn Badgley) starts hanging out with Chuck (Ed Westwick), but a walk on the dark side always has its risks and Dan learns that the hard way. Lily (Kelly Rutherford) learns a secret that her new husband, Bart (guest start Robert John Burke), has been keeping from her.