Jenny befriends a young model, Agnes, who encourages Jenny to explore her wild side, and confront her boss, Eleanor Waldof, who is attempting to "borrow" Jenny's designs. Serena meets an artist, Aaron Rose, whom she has an instant attraction for. Blair attempts to seduce Chuck, but it proves tougher than she ever could have imagined.
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Chuck Bass: [Chuck rides up in his limo and rolls down the window] Wanna get in? I'd love to give you a ride.
Blair Waldorf: Well I'm sure you would. Too bad you've made the terms of that arrangement impossible. Chuck Bass: About that, maybe I was a litte too hasty. Come on, get in.
Blair Waldorf: Maybe I don't want you anymore.
Chuck Bass: Don't torture me. I'm dying.
[Blair starts to get in when Chuck pushes down the lock]
Chuck Bass: All you have to do is say those three magic words.
Blair Waldorf: I hate you.
[Chuck rolls up the window and leaves]
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Blair: So ever since Charlize Theron became the face of Dior I’ve wanted to change my signature scent. Would you mind?
Chuck: It smells a little like desperation.
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Blair Waldorf: Are you here to gloat?
Chuck Bass: Over what? Blair Waldorf: Well you won. Pop the champagne.
Chuck Bass: I didn't win.
Blair Waldorf: Then why does it feel like I lost?
Chuck Bass: The reason we can't say those three words to each other isn't because thy aren't true.
Blair Waldorf: Then why?
Chuck Bass: I think we both know, the moment we do, it won't be the start of something, it'll be the end. Think about it, Chuck and Blair going to the movies? Chuck and Blair holding hands?
Blair Waldorf: We don't have to do those things. We can do the things we like.
Chuck Bass: What we like is this.
Blair Waldorf: The game.
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Chuck Bass: Brooklyn?
[Chuck meets Blair on a rooftop in Brooklyn] Blair Waldorf: At least it will be memorable.
Chuck Bass: I'm sorry but don't you have something you wanna say to me?
Blair Waldorf: Yes.
[pause]
Blair Waldorf: This is so silly. What does it matter who says it first, why don't we just say it together?
Chuck Bass: Because that wasn't the deal.
Blair Waldorf: Why does everything have to be a deal?
Chuck Bass: Because we made it one.
[Blair looks indecisive]
Chuck Bass: What's going on Blair? You told me you had something to say to me, say it.
Blair Waldorf: [Blair on the verge of tears] Why do I have to be the one to go first? I was the one who waited on that helipad for you. I went to Tuscany alone.
Chuck Bass: That's ancient history.
Blair Waldorf: I was the one who asked you to say it first.
Chuck Bass: At the white party? When you were on your way out with the count? Because did you really think I was going to say it then?
Blair Waldorf: Yes! And when you didn't I wanted to die!
Chuck Bass: Don't tell me you brought me all the way to Brooklyn for this? I thought you were ready to tell me how you really felt, obviously it was just another one of your games.
Blair Waldorf: My games? You were the one who started this.
Chuck Bass: And you're the one who finished it.
[Blair walks off]
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