Tonight it’s a “totally 80’s flashback!” (The CW’s words, not mine), and they make good on their promise right away: we open on young Lily. She’s in LA, and calls her father Rick’s office from a pay phone. She asks if he has time to catch up, but he needs to go to London. She looks at the documents in front her saying that she got expelled from private school, tells him where and when to meet her, and then hangs up. Flash forward to present Lily, who was reminiscing about this whole flashback in her car as she made her way to jail to bail out Serena.
Inside the police station, Blair, Chuck and Nate sit around and worry about Serena’s fate. Blair is stressed, but the boys don’t seem too concerned. Lily shows up, and Blair gives her the stink eye from across the hall.
Over in Brooklyn, Dan and Jenny fill in Vanessa about Rufus’s non-proposal to Lily. They decide that they will stay in during Prom and watch scary movies. Rufus walks in and tells them all that his investment money is gone and Lily had Serena arrested, but that the kids should just stay out of it and let it all go. He leaves.
We then get a montage of split-second 80’s memories as Lily walks in and sees Serena in the… jail waiting room, is it? They fight about who gets to make the big girl decisions around here. “When I’m a mother I will be nothing like you,” Serena says. “I would rather give my kids up for adoption than be like you. Oh wait, you did that.” It turns out Serena is the one who sends Lily back in time with the massive flux-capacitor power of her ZINGS. CeCe walks in, because Serena used her one phone call on her. “Ironic, isn’t it?” CeCe says. Well, not exactly, since her boyfriend is a thief and her mother put her in jail. But before anyone can explain what irony means to CeCe, it’s time to go back in time again.
Rick meets Lily for lunch, and talks on his big fancy non-cell phone to reveal that he’s an important a record executive. They recap Rhodes family history: family uprooted, ugly divorce, Dad moved to LA… and then young CeCe shows up. Rick called her, she told him that Lily got kicked out of school, and he asked her to come to LA because he hates to be “bad cop.” (So she flew from NYC to LA in 2 hours to have lunch? Oh wait, no, she drove. Wait, what?) Anyway, Lily says she wants to live with Rick, but he says he’s really busy with work, and she needs her mother. He also called her school and got her back in, but she doesn’t want to go. She thinks her dad will forget about her if they don’t live together. Rick reassures her this will never happen and then immediately gets up and leaves. Lily runs after him, and they recap some more family history: sister Carol moved to LA to pursue acting, but she’s not so awesome at it. Rick gets his car, says he’ll call when he gets back from London, and drives off. CeCe tells Lily to follow her back (to New York City?), but Lily gets in her car and drives in the opposite direction.
Back in the present: Eric and CeCe get back from a walk, and Lily angrily confronts her mother about telling Rufus about their lovechild. She tells CeCe the kid died (he didn’t) and says she’d like to start healing with her own daughter, but–oops! –She’s not home. She’s still in jail. Serena calls Blair from jail and says she will stay in there until Lily lets her make her own big girl decisions. Then, because they’re so adult, B and S talk about how super dreamy Prom is going to be. Too bad S will miss it because she’s in jail. But Serena is making a stand, so she’s cool with it. Dorota walks in and tells Blair good and bad news. Good news: she has a replacement Prom dress. Bad news: the dry cleaners ruined the first one. Blair opens the box and the new dress is just like the one from her scrapbook! ZOMG! She thinks it’s from her dad in Paris.
Meanwhile, Nate tells Chuck about how everything for Prom is going all wrong: the florist lost Blair’s corsage, the hotel lost their reservation, and some bachelorette in New Jersey got the only limo in New York. Nate says he needs to ask if Chuck is sabotaging Prom, but he says no, and Nate needs to stop asking. “Blair is yours.” Nate finally says okay.
CeCe wakes up from a gin-induced nap, and Lily tells her she wants CeCe to leave and never come back. Lily doesn’t want to turn into her mother. They fight, but Lily holds firm and tells her to get out now.
Back in ’83-ish: Lily walks into a diner looking for Carol, who’s a waitress there, but she “flaked” on her shift. A kid with slicked-back hair bumps into Lily, and she snaps at him like a brat, and then asks for his help finding Carol. He doesn’t want to help, because remember 5 seconds ago, when Lily was a dick? She apologizes (she had the worst day EVER, you guys) and then says she will need to become a prostitute if she doesn’t find her sister, but that will never work because she HATES giving those BJs. (Seriously.) The logical conclusion. Owen says he’s going to a gig later and will probably see Carol there with his friend (her boyfriend), so Lily can come. A double date?! Oh no! He takes her to Carol’s work locker, where Carol keeps all of her 80’s aerobic wear and color-coordinated bracelet-headband sets, and says she can find a more suitable outfit (than the riding outfit she has on) for the concert. In the locker, Lily finds a picture of the two of them from when they were little, and gushes about how they used to be best friends.
Back to the present: Lily’s phone rings. It’s Dan. He’s called Serena too many times, and wants to know if she’s mad at him. Lily says Serena is still in jail, so she doesn’t have her phone. Dan is all, “Say wha?” He hangs up and goes to Jenny, asking her to make a dress for Incarcerella in time for the Ball. Lily goes to get Serena in jail, but finds out she’s already gone.
Back in the day: Montage of Brittany Snow trying on different 80’s clichÃ©s while dancing. She finally picks one, and the kid (Owen) walks in. He looks at her, and she says, ” Is this the moment where you fall in love with me? Oh, it is, isn’t it? You’re totally falling in love with me right now.” (And that’s the moment when I fell in hatred with this spinoff. Sorry, guys, but “gag me with a spoon!”)
They head to the “gig,” where No Doubt (Snowed Out) is performing a version of “Stand and Deliver” as they roam through the crowd. Owen is, like, really popular with all the valley punks, and Lily tries really hard not to be cool until Owen’s friend Shep runs into them, saying they have a mission to get on. Carol runs up, and, surprised to see Lily, rambles for a minute or so and then says they need to go on a mission and can talk in the car.
In the car, the girls sit up front and discuss cars, fanny pack investments, and “making it.” Carol says she’ll be a star once they get Shep’s band’s music video on MTV (back when they played music videos). Lily wonders why she doesn’t just give the video to their dad, but Carol insists she doesn’t want to tell people about her connections, and Lily shouldn’t either. Carol accuses Lily of sounding like their mother, and Lily accuses Carol of bailing on the family.
Back at Prom: Blair and Nate walk in, and Penelope, Hazel, and Nelly walk over and tell them to vote for Prom Queen and King. Blair scoffs at the idea of a prom queen until she hears there’s a tiara. THERE’S A TIARA?! She and Nate vote for themselves (of course they were nominated), and then Chuck overhears the girls plotting election fraud. They’re going to rig the votes so Nelly beats out Blair for Prom queen (I’m pretty sure that would have happened anyway, but okay).
In a taxi on the way to Prom, Dan apologizes for meddling in the Scooby gang’s plan to thwart the Ponzi scheme, and Serena changes into her dress in the backseat as they make up.
Lily shows up to Rufus’s apartment and apologizes for turning into her mother there for a second. She asks if he was going to propose, and he says he was going to, but he didn’t. He says she’s unpredictable, and she worries she’s doomed to repeat her mother’s mistakes. Rufus tells her she can change, but she needs to let it go with CeCe and move on. She tries to kiss him, but he doesn’t let her. He says he doesn’t know where they stand and he thinks she’s still figuring out who she is.
In the 80’s: The kids sneak in the bathroom of a house where a party is going on. Carol intends to get the music video from the director, who took their money and then upped his fee, and is now holding the video hostage. Lily keeps being uptight, so Carol and Shep leave her with Owen. Owen accuses her of being lame, so she leads the way to the bar.
At Prom: Blair greets Serena and Dan, who sprung her out of jail. Serena drags Dan to the dance floor, where he hops around like a caffeinated 5 year old…
In the 80’s: …just like Shep is spastically hopping around at the party, as Carol looks around for the music video guy, who turns out to be named Keith van der Woodsen. He tells her he kept the video so she had a reason to call him. He was giving her a special rate on the video because she slept with him until she found out he had a girlfriend. Then she broke things off, and his cost went up. Lily walks up and is all, “No one treats us this way!” but that master plan doesn’t work, so Keith calls the cops on the trespassers and a fight breaks out after Keith’s girlfriend calls them valley trash. Carol and Shep escape, but Owen and Lily get arrested. After Lily beats a guy over the head with her purse.
At Prom: Blair finds Chuck holding a ton of Nelly Yuki-marked ballots and accuses him of trying to sabotage her Prom. Then Penelope, to her own shock and dismay, announces that Blair and Nate are the Prom royalty. Blair gets on stage, grabs the tiara, and then the mic. Chuck tells Serena and Dan that he was only taking out the NY ballots. He also “lost” her corsage because the dress he bought for her looks better without it. Ever the fairy godmother, he gives Serena the key to the penthouse at the Plaza, and asks her to give it to Blair. He just wanted Blair to have her fairytale Prom, like in the scrapbook. Gossip Girl adds: “Why does it feel like our queen is standing with the wrong king?”
Back in the 80’s: Lily calls CeCe from jail, and she’s furious. They fight about who gets to make the big girl decisions around here. Hopes and dreams, growing up, et cetera. Lily defends Carol’s free spirit attitude, and then Carol grabs the phone and tells their mother Lily will stay with her for a while and hangs up. Carol sold her car to get Lily out, so they ride the bus back to the city.
In the present: Lily catches CeCe on her way out of town and says she loves her. CeCe says Lily has it easy with Serena, and a mother needs to make sure her daughter “fulfills her destiny.” Lily forgives CeCe, and they don’t exactly agree, but they hug it out, anyway.
At Prom, Blair and Nate are dancing. Blair feels sad, saying she senses something is over–not high school. Their relationship. “Tonight already feels like a memory.” She asks him to hold her, and they kiss.
Blair goes out and sits on the steps, and S walks over. Blair tells her she and Nate broke up because he feels like her high school boyfriend. The girls reminisce about high school and how they raised each other through the crazy times like sisters. (Just like Lily and Carol, get it?)
“Shoulder pads may come and go, but BFFs are forever,” Gossip Girl says.