While Eric and Elliot try to figure out Serena’s love life, Lily and Dean Reuther are busy flipping out about the Colin situation, which has been leaked to Page Six. Although Lily shows real mama-bear power in the meeting with the Dean, threatening her with just about everything she’s got, it’s only a matter of time before Operation Smile gets rolling again.
Jenny shows up to warn Lily and Rufus about Juliet’s plans to bring down Serena, explaining about the Page Six situation too late to help. But — psych! — it was all a big plan by Jenny, Juliet and Vanessa to set Serena up for a truly terrible fall. Stealing Serena’s SIM card means the Three Witches can send and receive texts without Serena knowing: Thanks to Vanessa, Dan and Nate have made up once again and decide to force Serena’s choice once and for all. The Three Witches mess with their minds for awhile, but since nothing can stop them from loving Serena, they step things up even further.
Meanwhile, Blair and Chuck are happily in a Friends With Benefits place. Anne Archibald harasses Blair about a girl-empowering charity that can’t get any Chuck on it, while Serena’s old boss KC harangues Chuck about not having a girlfriend. There’s a weirdly loud, confusing scene in which Blair and Chuck change the Empire’s Black & White Ball to a Saints & Sinners Masquerade to safeguard Chuck’s bad-boy reputation, and make some adjustment to Blair’s charity situation that I still don’t understand and that doesn’t matter. All this secrecy and texting turns up the heat, and before you know it Chuck’s gasping out how much he loves her and Blair’s politely pretending he said nothing.