Blair puts on a happy face for her 17th birthday party and attempts to hide the truth from her friends.

When Dan finds out that Serena and her family are celebrating Thanksgiving alone, he naively invites them to spend the holiday with his family.

As 'Gossip Girl' posts news of the annual Cotillion Ball to take place on the approaching weekend, Blair decides not to go with Nate, but she finds herself being featured in The New York Times and is enjoying her secret affair with Chuck. Serena decides not to go either, so her grandmother, CeCe, shows up to change her mind. Meanwhile, Jenny volunteers for the ball and Lily takes her under her wing. But the night of The Cotillion is the night of Alison's first art opening, and Rufus and Alison tell Jenny that she cannot attend the ball. Jenny decides to defy them both by secretly attending the dance anyway. Refreshed by Blair's newly buoyant attitude, Nate asks her to the Cotillion and she accepts, which makes Chuck jealous. CeCe tells Lily and Serena that she is sick with lung cancer and her last dying wish is to see Serena go to the ball, and she wants Serena to go with the wealthy Carter Baizen. The snobbish CeCe takes an instant dislike to Dan and she approaches Rufus with an offer pay him to convince Dan not to go with Serena. Dan learns of this and tells Serena that he does not think very highly of CeCe by telling Serena about how CeCe tried to bribe his father to persuade him not to attend. Surprisingly, the skeptic Serena refuses to believe Dan that her compassionate grandmother is a crafty snob, and she ends up going to the ball with Carter... both her and Dan having fallen right into CeCe's ploy. Also, Chuck manipulates Nate into thinking Carter is having an affair with Blair to provoke a fight with him.

Blair's father comes home for the holidays with an unexpected guest; Jenny and Vanessa help Serena plan the best Christmas surprise ever for Dan.