The episode opens with Blair waking up and checking the cut on her cheek. Meanwhile, at the Empire, Nate sees the smashed glass. Chuck arrives, explaining that he is opening a new hotel in Brooklyn. He invites Nate to visit the site with him but Nate refuses, revealing that he saw what Chuck did to Blair. He decides to go and stay with Raina for a while. Elsewhere, Dan and Charlie flirt over breakfast and Dan explains that he has been invited to a fundraiser at Constance/St Jude's. He invites Charlie and she happily accepts, kissing him. Dan suggests that they meet up at Blair's engagement party first.

Vanessa calls Serena, who is reluctant to talk to her. However, Vanessa asks if Serena was behind making her look like a "crazy jealous bitch" to Dan. Serena suggests that Charlie is probably telling the truth and is just standing up for herself. Downstairs, Blair meets Eleanor and Cyrus, who are preparing for her engagement party. Cyrus says he is an "expert mediator" and can help Louis get his title back. Serena comes downstairs and Eleanor says she hopes she will be back in time for the engagement party. However, Blair is still annoyed with Serena. Serena points out that everything worked out fine and asks if they can just enjoy Blair's engagement together, but Blair refuses.

Meanwhile, Raina meets Jack Bass. She explains that Chuck covered up the fact that his dad killed her mother in the fire and wants revenge. Jack asks what is in it for him and Raina offers him the reins of Bass Industries. Nate appears and is shocked to see Jack back in town. Jack leaves and, later, goes to see Russell. He explains that Raina's plan seems "messy" and offers to team up with Russell. Jack suggests that nothing messes up Chuck more than losing Blair and promises that he can push him over the edge and have the men in lab coats waiting for him. Russell agrees and says that there is a box Chuck is keeping in his suite, which he believes is filled with mementoes of Avery. Jack agrees to make sure Russell gets access to the box.

Elsewhere, Rufus approaches Charlie and explains that her mother called as she is concerned that she did not pick up her medication refill. Charlie claims that she forgot and promises to pick it up now, but Rufus announces that he already did and hands over the bottle of pills. He reveals that Charlie's mum told him that the last time Charlie was well she stopped taking the medicine and struggled, but Charlie insists that she will keep taking it this time. Later, she begins looking at photos of past events Serena has attended and admits that Dan invited her out. Serena insists that it is fine for Charlie to go without her - and with Dan. Charlie admits that she can't afford a fancy dress, but Serena points out that she should have her trust fund by now. She calls CeCe to sort it out and later Charlie reveals that their grandmother gave her an early cheque to tide her over so she could buy a dress. Her mother calls and appears annoyed that Charlie has bought a dress with her trust fund. Charlie insists that everything is fine, but when she hangs up she pours her pills into the bin.

Meanwhile, Blair goes for a walk with Louis and Princess Sophie, who is complaining about New York's ugliness. Blair apologises for Chuck's behaviour and insists that her other friends and family are nothing like him. Princess Sophie points out that she will see for herself at the engagement party and Blair invites them to the Constance fundraiser as well. Suddenly, she spots Jack, and claiming that she needs to get her dress altered she rushes off. When she has gone, Sophie warns Louis that she had Blair followed and discovered she went to see Chuck after their engagement. Blair arrives at the site of Chuck's new hotel in Brooklyn and explains that she only came to warn him that Jack is in town. Chuck says she has no idea what he has been going through since the night of her engagement, but Blair just tells him to be careful and leaves. However, Louis has followed her and watches her emerge from the building. Louis goes in to see Chuck and complains that he is pursuing his fiancée. He asks what's going on but Chuck says he should speak to Blair and adds that if he can't trust her to tell the truth they have problems. Louis notices an injury on Chuck's hand, but Chuck refuses to explain it and says Louis should be worrying about a lifetime doubting Blair.

At the engagement party, Princess Sophie is shocked when Cyrus hugs her to welcome her. However, he soon wins her over through their shared interest of ornithology. In fact, Sophie is so impressed that she tells Blair that she can make her first formal royal appearance with Louis at the Constance fundraiser. Blair is thrilled, but Sophie notices the mark on her cheek. Blair claims it was just a cut from her ring. Louis appears and Cyrus toasts the couple. However, Louis soon tells Blair that they need to talk. Meanwhile, Rufus is surprised to see that Serena hasn't gone to the engagement party and points out that Blair loves her and will want her there. Serena decides to go and goes to find a dress in her room, where Charlie is getting ready. Charlie is worried about the event but Serena reassures her, saying that Charlie should just be herself with Dan because that's what Serena did at Cotillion and she had a great time. When she has gone, Charlie looks at a photograph of Serena and Dan at Cotillion and copies Serena's hair.

Chuck is still at his hotel site in Brooklyn when Jack arrives and begins taunting him. Eventually, Chuck punches him. Nate appears, explaining that he wanted to make sure Chuck was OK, but Chuck warns that if Nate doesn't get out of the way he'll get hurt. Two men arrive to take Chuck away and Jack warns that if Chuck doesn't go, he'll file a civil suit. Chuck is dragged away as Jack tells the men to sedate him if necessary. He picks up Chuck's key card and, when he has gone, Russell appears. Jack hands him the key card.

Back at the engagement party, Serena arrives and makes up with Blair. They receive a Gossip Girl blast about Chuck's intervention and Blair admits that she is worried about him. However, she leaves to go to talk to Louis, admitting that she is worried he's unhappy. Dan appears and has an awkward greeting with Serena, who says they are both fine and moving on. Blair goes to find Louis, who reveals that he knows she saw Chuck. She explains that she wanted to tell Chuck about the engagement personally and then had to warn him about his uncle. Louis asks why she didn't tell him, but Blair explains that she was worried he would think it meant more than it did. He says he knows Chuck hurt her cheek and asks how she can lie to protect him. Blair says she saw no reason to embarrass Chuck as she won't see him again, but Louis tells her that she is embarrassed of her own dark side. He explains that he wants to be with her, but only if she shows him all the sides of her - even the ones she is ashamed of. They kiss and Louis says he wants Blair to join him for their formal debut at Constance. However, he tells her not to show up if she's not ready to share all of her life. Later, Blair admits to Cyrus that she is feeling upset about Louis. She explains that there are dark sides to her and she is not sure Louis will love them. Cyrus advises her that the only way she will know is if she tells him everything. Blair worries that Louis won't love her afterwards, but Cyrus jokes that with Waldorf women, even everything is not enough.

Downstairs, Dan is worried that Charlie hasn't arrived - but at that moment she appears. However, Serena is shocked to see that Charlie is wearing her Cotillion dress. She tells Charlie she should have asked before borrowing it, but Charlie claims that it is her dress and she bought it. Serena says it was made especially for her and asks to see the label, but Charlie says she cut it out because it was digging into her. Dan believes that Serena must be mistaken and is annoyed when she continues to insist it is her dress. Meanwhile, Charlie fakes sadness and says that if Serena didn't want her to go to the party with Dan, she didn't have to humiliate her. Dan and Charlie leave together as Serena stands back, annoyed.

Over at the Empire, Russell finds the CCTV tape of the fire in Chuck's suite and begins to leave. However, he is stopped when Nate and Jack appear - with Chuck. It emerges that they set up the whole thing. Chuck explains that there would be no point in Russell accusing Bart as he is dead, so they realised that something else must be on the tape. Two security guards block Russell from leaving and the others make him sit down to watch the video. It emerges that Russell was the one who locked the doors of the building the night of the fire - he was responsible for Avery's death. Russell explains it was an accident - he had proof Bart was planning the fire and when he found out he was sleeping with Avery it was the perfect set up. He explains that he ended up making an agreement with Bart - he would keep proof of his involvement a secret and give him compensation, while Bart would say he was responsible for the accident. Jack decides to call the cops but Russell offers the group whatever they want. Chuck tells him to leave New York and never come back. Russell thanks him, saying he doesn't know what he would do if Raina found out the truth. Later, Nate goes to see Raina, who is furious that Jack has backed out of her plan. She angrily announces that she is determined to make Chuck pay for covering up her mother's death. Eventually, Nate reveals that Russell was the one who was responsible for Avery's killing. Raina calls her father in tears, explaining that she knows what he did. Russell is shocked as Raina tells him that he is as dead to her as her mother is. Meanwhile, Jack and Chuck toast their success as Jack explains that he didn't want anyone else using Chuck as a punching bag. He adds that there was nothing in it for him with Russell and Raina's plans. Chuck leaves to try to win back Blair.

Elsewhere, Rufus discovers that Charlie has thrown her pills away but when he calls her, she is just arriving at Constance with Dan and ignores her phone. Inside, Dan admits that he always felt like an outsider at school and Charlie asks if he ever had fun or crazy moments. When Dan admits that he didn't, Charlie says they have to change that and leads him into Headmistress Queller's office. She takes off her dress so that she is just in lingerie and they begin to kiss. However, Dan calls it off when Charlie asks him to call her Serena. He suggests that it is too dangerous to be fooling around in Queller's office and offers to meet Charlie outside when she is dressed again. When he leaves, Charlie gets a text informing her that her trust fund has been activated. Meanwhile, Serena invites Vanessa over and explains that Charlie has now also tried to turn Dan against her. Vanessa wonders if Blair is behind it but Serena points out that she is in love with Louis and it must all be Charlie. Rufus arrives, asking if either of them have seen Charlie and producing the empty bottle of pills. He explains that the last time Charlie went off her medication - when she was happy - it ended badly.

Back at Constance, Blair is trying to find Louis when she receives a call telling her that Chuck needs her. She rushes off to find him, asking Charlie to tell Louis when he arrives that she will be back and not to leave without her. As she rushes off, Chuck arrives to find Blair. However, Blair runs up to the roof to find him. Someone appears and she shouts after them, saying that someone called telling her that Chuck wanted to see her. As the episode ends, Russell emerges from the shadows.

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