Sides for 1.07...

*

COLD OPEN

OVER BLACK. We hear the scratch of an old-time record. A saucy burlesque tune straight out of the 20\'s takes us into what feels like another time...

-- A sexy thigh.

-- Blood-red nails moving past a woman\'s painted eye.

-- The stripping of a bare shoulder. The frame widens to reveal four hot dancers performing a synchronized old-school burlesque number as...

GOSSIP GIRL: (V.O.) The burlesque shows and speakeasies of old New York -- where sex was teased in tassels, and gin was served in teacups.

Angle on Chuck standing by a Victrola, drink in hand, enjoys himself. We\'re not in 1920\'s New York but here. Now.

INT. VICTROLA - NIGHT

Mirrored bars, lush booths, and lots of hip people.

GOSSIP GIRL: Hidden doors and hush-hush handshakes led to a mysterious underworld, where people came to indulge, of course, but mostly... to escape.

On Chuck -- we see what he sees: the four dancers\' backs are turned to us, and a fifth dancer enters at the perfectly choreographed moment. A spotlight shines on a lock of her shiny brown hair, on her porcelain back, and as we watch her sultry moves, there\'s something oddly familiar about her.

As Chuck closes in to get a better look, a waitress leans in:

WAITRESS: Who\'s that girl?

CHUCK: (with his sly grin) I have no idea.

GOSSIP GIRL: In this world, there\'s nothing more dangerous than the naked truth. But, let\'s not get ahead of ourselves...

*

A tall buxom transvestite blond broad, Maxie Mae, Victrola\'s hostess and emcee, passes. Pats Chuck on the ass.

MAXIE MAE: (deep voice) Hey, Daddy.

CHUCK: Maxie Mae.

BLAIR: (flustered) Your dad will be really thrilled...

CHUCK: Blair. This is a respectable place where people can be transported to another time. Where they can feel free to let loose, no judgement, pure escape. (seductive, moving in) What happens at Victrola stays at Victrola?

Blair sidesteps him, grossed out, but impressed.

BLAIR: This place does have franchise potential. (off Chuck, pleased) Chuck Bass. I do think all your years of underage boozing and womanizing have paid off.

CHUCK: It\'s destiny.

BLAIR: With sticky floors. (checks watch) We\'re late. You coming?

Chuck shakes his head, holds up a sleek folder (proposal).

CHUCK: Gotta pitch it to Bart.

BLAIR: (looks him over, then) If that\'s your business scarf...

She smiles and goes. He looks at his proposal nervously.

*

GOSSIP GIRL: (V.O.) Looks like you don\'t need a walk-in closet to have a huge family skeleton.

Off Jenny, whip-lashed.

EXT. UES STREET - EVENING (N1)

Nate\'s walking and talking to the Captain on his cell.

NATE: Dad, hi. I\'m like ten blocks away.

CAPTAIN: (through phone) What? Oh, I\'m sorry, Nate, I have to take a raincheck on our drink.

Nate\'s face falls. He stops walking.

NATE: Why?

CAPTAIN: Client in crisis. He\'s meeting me at the club; I\'ll be home soon.

NATE: Our talk was kinda important.

CAPTAIN: It\'s business, Nate.

Nate hangs up, suspicious. Starts walking, on a mission.

INT. VICTROLA - DAY (D2)

Bart enters, miffed by his surroundings. A contortionist practices a compromising position, a sword-swallower... swallows. Bart looks around for Chuck.

MAXIE MAE: (O.C.) Lost, old chum?

Bart turns to face Maxie Mae.

BART: I hope so. I\'m supposed to meet my son at this address?

MAXIE MAE: (impressed) Chuck\'s daddy. (pointing) In his "office."

*

NATE: Dad, she doesn\'t want to try it on.

ANNE: Howie, why don\'t we just let it alone...

CAPTAIN: Just give it to the girl, Anne.

Anne removes the ring and puts it in Blair\'s hand. Numbing herself, Blair dutifully tries it on. Feeling the burning lie, she quickly takes it off and passes it back to Anne.

BLAIR: Thank you, Mrs. Archibald.

Nate\'s had it. Pulls the Captain away.

NATE: Dad, let\'s go have a cigar.

He ushers his father off. Off Blair, watching them go...

INT. VICTROLA - NIGHT

The place is alive. Dancers, a girl in a red velvet swing. Chuck watches the show, alone in his VIP booth when Bart appears. The pretty Asian woman from the limo, next to him.

BART: This seat taken?

CHUCK: (surprised) Father.

BART: The light of day doesn\'t do this place any justice.

ASIAN WOMAN: I told him he had to check it out when the joint was in full swing.

BART: Chuck, this is Pauletta Cho.

CHUCK: Chuck Bass. Pleasure.

PAULETTA CHO: (smiles, winks) All mine.

She\'s just as flirty with him as she was with Bart.

BART: Pauletta interviewed me for that recent piece in the Journal. She\'s ambitious, this one. Wharton MBA, turns out. Roped me into a lunch yesterday to pitch me on helping her with a career change.

PAULETTA CHO: What can I say? I\'m tired of reporting on Titans, want to be one myself.

Chuck realizes his mistake. Why Pauletta was with Bart.

CHUCK: Right, well... who better to help with that than my father.

BART: As a test, I had her take a look at a proposal I was given.

Chuck listens. Is his father saying what he thinks he is?

PAULETTA CHO: The math was fine, but what interested me was the wish fulfillment quality to the report. It really reflects the spirit of this place. And you can\'t put a number on that.

BART: So, perhaps some old-school thinking and fatherly bias might have clouded my judgement? What do you think...?

Chuck smiles, conflicted.

BART: I love the idea of being a patron of burgeoning talent. (smiles) Even circus freak, ass-shaking talent.

Bart man-hugs his son. On Chuck\'s face: guilty.

PAULETTA CHO: Should we take a full tour?

BART: Yeah, sure. (to Chuck) I was hoping to meet up with Lily later, but I haven\'t been able to reach her.

Chuck holds onto his father\'s pride for one last moment. Then --

CHUCK: Dad. I have to tell you something.

EXT. WALDORF PENTHOUSE - NIGHT

Nate, furious, has pulled the Captain down the street a bit.

NATE: You\'re tweaked and embarrassing, and you\'re telling me you don\'t have a problem?

CAPTAIN: Oh, don\'t be so dramatic.

NATE: You\'ve reminded me every day how important this deal is to you. You\'ve been selling me out to make it happen, pushing me toward Dartmouth and Blair --

CAPTAIN: You don\'t understand --

NATE: And tonight you\'re sabotaging it!

CAPTAIN: (snapping) Hey, who the hell are you to tell me? I\'m the adult. You\'re the kid.

This role reversal kills Nate.

NATE: I know.

CAPTAIN: I\'m going back inside.

Nate lunges to stop him.

NATE: Don\'t.

Captain wheels around and hits Nate. Hard. Nate falls to the pavement. Stunned. The Captain, himself, is stunned, standing there, heavily breathing, adrenaline pumping, looking at his boy on the ground. That wasn\'t his intention. It just... happened. A few bystanders look on, hurry by.

A couple of cops have made their way up, surveying the scene.

COP 1: What\'s going on here?

CAPTAIN: Nothing. He\'s my son.

COP 1: (to Nate) Everything all right?

CAPTAIN: I said everything\'s fine.

COP 1: (snaps at Captain) I\'m not asking you.

Cop looks at Nate. Nate feels his father\'s pleading. This is the moment where he could make this go away. But he doesn\'t. The hardest thing he\'s ever had to do:

NATE: I\'m sorry, Dad. You need help. (then, to cops) Check his pockets while you\'re at it.

As the cops close in on the Captain, Nate brushes himself off, trying to fathom whether he\'s done the right thing. Nate heads back into the Waldorf\'s building, passing the curious doorman. Nate greases him with a hundred bucks.

NATE: The story is: my father went home sick.

As Nate crosses to the elevator, the camera finds Blair, hiding by the lobby door, having seen it all.

END ACT III

*

CHUCK: They\'re ready when you are.

BLAIR: You think I won\'t do it.

CHUCK: I <U>know</U> you won\'t do it.

BLAIR: Guard my drink.

And Blair, to Chuck\'s amazement, strips off the puritanical dress Eleanor made her wear, and steps onto the stage in sexy lingerie. Entering the routine from the cold open.

Blair starts to move. Chuck gets up from the table to get a closer look. Her dance becomes a dance of freedom, as she moves her body with abandon, leaving behind the world and all her problems. Chuck looks at Blair. She feels his gaze. Their eyes meet. The waitress comes up.

WAITRESS: Who\'s that girl?

Chuck, as if seeing her for the first time:

CHUCK: I have no idea.

MAXIE MAE: You go, baby-vamp!

GOSSIP GIRL: (V.O.) As you may have guessed, Upper East Siders: prohibition never stood a chance against exhibition. It\'s human nature to be free. And no matter how long you try to be good...

Blair\'s dancing by herself, for herself... People whistle and cheer for her beautiful escape. No one more than Chuck.

GOSSIP GIRL: You can\'t keep a bad girl down.

END ACT IV

*

SERENA: I\'m scared...

DAN: Of me?

SERENA: No. Yes. No. (tries to explain) I\'ve never...

DAN: (confused) You mean, you\'re --?

SERENA: No. No... I wish. (off his look) Seriously. I do. Because usually, in the past? The guys I\'ve been with? Did not look at me like you just did. In fact... I don\'t think they looked at me at all. (covering her face) I sound like a freak, right?

DAN: No, you don\'t...

SERENA: Are you mad?

DAN: (smiles) C\'mere --

She hesitates for a moment, then vulnerable and almost childlike, relaxes into his arms.

INT. ARCHIBALD RESIDENCE - CAPTAIN\'S STUDY - NIGHT (N2)

Nate walks inside, surprised to see Anne, in tears, with the family attorney, as they move to head out.

NATE: Mom -- what\'s going on?

ANNE: What do you think? We\'re headed down to the police station.

ATTORNEY: (to Anne) The Deputy DA will meet us there.

NATE: The deputy -- what? Why?

Attorney looks at Anne: should he tell him?

NATE: Is it about the bail? Thirty-thousand shouldn\'t be a problem.

ATTORNEY: Bail\'s set at a million dollars.

NATE: What are you talking about? They can\'t do this! Mom! It wasn\'t even an ounce of coke..

Anne just looks away. Attorney tries to be gentle.

ATTORNEY: Your father\'s facing some serious embezzlement charges, Nate.

NATE: (confused and scared) Embezzlement? How bad?

Looks to his mother. She looks back at him -- desperate.

ANNE: Sixteen charges. And that\'s not counting the federal.

Off Nate, rocked to his core.

INT. HUMPHREY GALLERY - NIGHT (N2)

GOSSIP GIRL: (V.O.) The dictionary says that Burlesque means "in an upside-down style."

In an overhead shot we find Lily and Rufus lying on the floor, admiring the installation which projects onto the ceiling. It\'s lights dance over the two of them. She points something out to him, her hand touching his. And they stay that way, like two teenagers looking up at the stars.

EXT. ALISON\'S HOUSE - HUDSON - NIGHT (N2)

We see Jenny walk up to the door of a house. She knocks.

GOSSIP GIRL: (V.O.) There\'s a lot to be said for turning things around...

*****

And at the end of the episode, we get Blair and Chuck in the limo!