This article is about the episode. For the proposed spin-off of the same name, see Valley Girls (TV series).

Valley Girls is the 24th episode of the second season and the 42nd overall.

Shoulder pads may come and go, but a BFF is forever. Because even when you're not sure where you're headed, it helps to know you're not going there alone. No one has all the answers and sometimes the best we can do is just apologize and let the past be the past. Other times, we need to look to the future and know that even when we think we've seen it all, life can still surprise us and we can still surprise ourselves.

-Gossip Girl


In a flashback to the early 80s, 17-year-old Lily Rhodes (Brittany Snow) gets kicked out of boarding school and runs away to Santa Barbara, where she reconnects with her parents, Rick (Andrew McCarthy) and CeCe (Cynthia Watros). Afterwards, she goes to find her rebellious sister, Carol (Krysten Ritter). Back in present day, Blair and Nate attend prom together, but the evening doesn't turn out exactly as planned. Meanwhile, Serena and Lily don't see eye to eye over Serena's recent run in with the law.

Recap: Gossip Girl

Lily exits a car at the police station while inside, Blair frets about Serena's wellbeing in jail. Nate can't believe Serena's own mother had her arrested and Lily then enters the police station to have her released. At the loft, Dan and Jenny tell Vanessa about Rufus' failed proposal attempt. When he enters the room, they quickly change the subject to prom and how they're planning to skip it. Dan asks about the investment and Rufus simply says that it's over because Lily had Serena arrested. He then suggests that they stay out of it and let them work it out on their own. Back at the police station, Lily has flashbacks to her own run ins with the law on her way to see Serena. However, when she sees Serena, she learns that she called CeCe to bail her out. The next day, Lily asks CeCe why she's still in town. CeCe asks why Lily is so mad at her and Lily says that it's because she told Rufus about their child. She gets defensive and says that Rufus deserved to know. Eric jumps in and explains that their son is dead. Lily then says she's off to bring Serena breakfast in bed to start their healing process but Eric and CeCe say she's not home. At the Waldorf's, Blair asks Serena why she's still in jail. Serena explains that Lily didn't think she was old enough to make her own choices so she decided on her own to stay. She wishes Blair a good prom with Nate, and they hang up. Afterwards, Dorota tells Blair that the dry cleaners ruined her dress but her replacement dress arrived from Paris. Blair opens the box and is surprised to see that it looks exactly like the one in the prom scrapbook she made as a child. Meanwhile, Nate tells Chuck that the florist has no more peonies, his limo got rented out, her dress was ruined, and his hotel room was cancelled. He asks if Chuck sabotaged his plans but Chuck swears he didn't.

At the VDW's, Lily tells CeCe that she wants her to leave her home and never come back. CeCe accuses Lily of blaming her for all her problems and Lily informs CeCe that she doesn't accept responsibility for anything. CeCe remarks that Carol was ungrateful for her love too and she didn't turn out very well. Lily replies that from where she currently is, Carol's life doesn't look so bad. Later, Dan calls Lily and says he needs to know how mad Serena is because she isn't answering his messages. Lily replies that she hasn't gotten his messages because she's still in jail. After they hang up, Dan tells Jenny that he is going to need a dress for prom. At the police station, Lily goes to officially drop the charges against Serena but is told that she's gone. Meanwhile, prom as begun at Constance. Nate and Blair arrive and are immediately greeted by Penelope, Hazel, Isabel, and Nelly. They ask them to vote for Prom King and Queen, which Blair disagrees with until she learns there will be a tiara and that she and Nate are nominated. The minions walk away and discuss their plan to sabotage the prom election so Blair loses Prom Queen to Nelly. However, unbeknownst to them, Chuck overhears their plans. In a cab, Dan apologizes to Serena for telling Lily while she gets dressed in the backseat as they head to prom. He also thanks her for letting him call CeCe to bail her out and she thanks him for breaking the cycle of bad parenting. At the loft, Lily goes to talk to Rufus. She explains that she never wanted to be like CeCe and then asks if he was going to propose. When he doesn't answer, she realizes that he didn't because what she did to Serena made him think of her differently. Rufus says she's unpredictable and when they were young, that was exciting. Lily has a flashback to an argument with her mother and realizes she's doomed to repeat CeCe's mistakes. She says she should forgive Serena for defying her but Rufus says she should also forgive CeCe, even though she will never change. Lily thanks Rufus for the help and tries to kiss him. However, he dodges the kiss and says that while he's glad they can talk, he's not sure about everything.

At prom, Serena and Dan arrive and greet Blair. When she walks away, Dan admits that the prom setup is pretty nice. Serena asks him to dance with her. He accepts and they head to the middle of the dance floor. Not too much later, Blair yells at Chuck and accuses him of sabotaging the prom vote because she saw him with a bunch of slips with Nelly's name checked. She also adds that he sabotaged everything else and he says nothing. Penelope then gets onstage and is about to announce Prom King and Queen. She opens the envelope brought to her and is displeased to announce that the winners are Blair and Nate. In the audience, Nelly mutters that that's impossible as Blair and Nate go to the stage. While they go up, Dan wonders who even voted for Blair to win. Chuck reveals that he did, many times, and didn't put the Nelly ballots in because he took them out. He also says that he sabotaged her corsage because the dress looks better without it and he reserved the penthouse at The Plaza for her and Nate to ensure she had a perfect night. Meanwhile, Lily stops CeCe before she leaves her hotel. Lily says she loves her, despite the things she's done over the course of her life. She also says that she forgives her and the two hug. Back at prom, Nate and Blair slow dance. She admits that she feels sad despite it being the supposed best day of high school. She also says that she feels like something is ending and she got to attend prom with Nate, something she's wanted since she was twelve. He asks why she's talking in the past and she just asks him to hold her until the song ends. They kiss one last time and continue dancing. Afterwards, Serena finds Blair sitting alone outside. Blair shares that she and Nate broke up because he feels like her high school boyfriend. Serena says that despite her being in jail, she had a good night because she and Dan made up and she now knows that Lily did what she did out of love. They realize that they survived childhood, their mothers, mean girls, boyfriend, high school together and that they're sisters for life. Meanwhile, Lily rides home in her car and gets a text from Serena, apologizing. She smiles and looks out the window as she reflects on her life and what is coming next.

Recap: Valley Girls

In April 16th 1983, Lily drives a car along the coastline of Malibu, California. She stops at a gas station where she calls her father, Rick Rhodes, as his office at Rhodes Records. Once she gets him on the phone, she invites him to lunch since she's in LA. He asks why she isn't in Santa Barbara at school, but she ignores his question and says she'll met him at his favorite restaurant. After she hangs up, she looks over the letter from her boarding school notifying her parents of her expulsion. At the restaurant, Lily arrives and sits down with Rick. She admits Christmas was weird without him and he laughs before saying he's sorry he couldn't be there. Before she can say anything about getting kicked out of school, he reveals that he already knows. Lily asks how he knew and he admits CeCe told him. At that moment, CeCe arrives and sits down at the table. She and Rick greet each other coldly before she informs Lily that Rick convinced the school to let her back in. Shocked, Lily says that she wanted to get expelled because she wants to be around her dad. She worries that when she grows up she won't be a part of his life anymore, and he reassures her that that will never happen. He also says he's too busy with work to parent her and that he has to leave town for business that night. He kisses her goodbye and leaves. She chases after him and he tells her that she needs to stay out of the city so she won't turn out like her sister, Carol. Lily says she agrees that she shouldn't turn out like Carol, but she won't because she doesn't crave the need to walk her own path. Rick's car is then brought to the front by the valet and he leaves, promising to call her when he's home. CeCe exits the restaurant and says it's time to go home. Lily says she'll follow her back and they get into their separate cars. However, CeCe drives in one direction while Lily drives in the other.

In Los Angeles, Lily visits the diner where Carol works. She bumps into a busboy and rudely tells him to watch where he's going. He tells her that he doesn't see the resemblance between her and Carol, and she apologizes for being rude. She vents about her day and worries that she'll have to become a prostitute. The boy smiles and introduces himself as Owen. He says that there's a gig going on that night that Carol might be at and he asks her to go with him. She hesitates before agreeing to go. She says she has to change clothes first and he shows her Carol's locker, which is filled with different types of clothes that she takes on auditions. Lily notices photos inside and realizes how much Carol has changed. However, she sees a photo from when she and Carol still lived in New York and they snuck out to go ice skating. She reminisces before Owen goes back to finish his shift. When he's gone, she tries on several of Carol's costumes before finally settling on one. After Owen finishes work, he goes to get Lily and is surprised at how she looks. She makes a crack about him falling in love with her and he just laughs. They then go to the concert, and Owen is greeted by a guy who says he has a plan to make things right for his lady, since someone screwed her over. Lily wonders who his lady is until Carol runs over and says they need to leave right away. They surprisingly greet each other and Carol asks what she's doing in LA. Lily replies that she needs to talk to her about something major and Carol says they have to do something that can't wait before she can listen and help. They make plans to talk in the car and leave the show. Elsewhere, Lily asks Carol what happened to the BMW CeCe and Rick gave her. Carol explains that she sold it to a guy with an idea for a fanny pack. Lily admits that her life isn't what she described because she said she's making it. Carol says that she is making it and this is what it looks like before you really succeed. She explains that everything is going to change once they get their music video on MTV because that means national exposure. She adds that their band is great and Lily asks why she hasn't given their demo to Rick if the band is so good. Carol says she doesn't want to get her parents involved, then turns up the music to tell Lily quietly not to tell people they come from a wealthy family. Lily asks why and Carol says that money comes with strings attached because people will treat you differently. Lily disagrees and says that people treat you better. Carol accuses her of acting like CeCe and Lily argues that she does because her mom is the only female role model she has since Carol bailed. Owen leans up to the front and says he thinks they're there.

Lily discovers that they're planning on crashing a house party that involves them crawling through a closet window. Carol explains that the director of their music video accepted their payment but then jacked up his fee and is now holding the video hostage until they give him more. Lily makes a crack about her investment in the fanny pack and Carol replies that she can stay behind while they all go to the party since she loves following rules. When she's gone, Lily asks Owen if not wanting to break into a house means she's a stuck up goody two shoes and he answers that it means she's not the life of the party. She asks where the bar is and they go downstairs together. Afterwards, Carol catches a glance of Lily having fun with Owen and smiles to herself. Outside, Carol confronts the director; Keith van der Woodsen. He tells her that she looks amazing but she only asks about the video. He admits that he only jacked up the fee so she would call him and they could talk. She replies that he has a girlfriend and there's nothing to say. Inside, Lily tries to encourage Owen to dance with her. As they dance, a guy bumps into her and she is pushed into Owen's arms. He says she's totally falling in love with him, mocking her speech from earlier, and as they're about to kiss, a crash comes from outside. They go outside and see Carol arguing with Keith. He tells her she can either pay him in cash or do something with him on Saturday. Keith then tells everyone that Carol slept with him, and Lily asks if she really did. Carol admits that she did but didn't know he had a girlfriend and that she broke it off when she found out. She continues that Lily probably thinks she should ask their parents for the money but she's not going to, as she'll figure something else out. She promises that it's okay and Lily says it's not. She goes up to Keith and tells him that no one treats them that way. He replies that they called the cops because they're trespassing. As they're walking away, Keith's girlfriend, Veronica, makes a crack about them being trash from the valley. Keith tells the girls not to fight over him and then is punched by Carol's friend Shep. As they run away, Owen gets trapped into fighting several other guys and handles them until he's grabbed by one. Not knowing what to do since Carol ran, Lily jumps on the guy's back and hits him with her bag, yelling at him to leave Owen alone.

Both Lily and Owen are arrested and spend the night in jail. The next morning, Lily calls CeCe for help. However, CeCe is furious and yells at her over the phone about how she's ruining the luxurious lifestyle she had planned for her. Lily says she needs space to figure out her own path but CeCe says she's getting in the car to get her away from Carol's influence. Unbeknownst to Lily, Carol overhears the phone call and grabs the phone from Lily. She informs CeCe that Lily will be staying with her for awhile and hangs up the phone. They then leave the jail and Carol reveals she sold her car to bail Lily out of jail. Lily wonders how they're going to get anyway and Carol explains that they're going to take the bus. They board and ride away as Lily contemplates what's coming next in her life.


Main Cast (Gossip Girl)

Recurring/Guest Cast (Gossip Girl)

Main Cast (Valley Girls)


  • Prom Theme by Fountains of Wayne
  • Mirror In the Bathroom by The English Beat
  • Destination Unknown by Missing Persons
  • I Want a New Drug by Huey Lewis & The News
  • Dancing With Myself by Billy Idol & Generation X
  • Stand and Deliver by No Doubt
  • Blue Monday by New Order
  • The Safety Dance by Men Without Hats
  • Just Can't Get Enough by Depeche Mode
  • Doot-Doot by Freur
  • I Melt With You by Modern English
  • 52 Girls by The B-52s
  • I Hate the Rich by The Dils

Memorable Quotes

Rufus (to Dan, Jenny, and Vanessa on his failed proposal): You guys are the Gossip Girl generation. Don't expect me to believe you're not interested in this gossip.


Lily: You forced me to do this. I just hope you learned your lesson.

Serena: That my mom's crazier than I ever imagined?


Owen (on the club): Cool place, huh?

Young Lily: Yeah, cool place to catch hepatitis.


Blair: We don't do prom queen. That's for suburban schools and the lame teen comedies that are set in them.


Young Carol: All that money... comes with strings attached, Lily. People treat you differently.

Young Lily: Yeah. Better.


Older Lily: I never wanted to be like my mother. I wanted to be open to life and fearless and not always thinking three steps ahead - and consequences, and what would people say, or what would my father think.


Older Lily: I should forgive Serena for defying me.

Rufus: Or, first, maybe you should forgive CeCe.

Older Lily: My mother doesn't need forgiveness, she needs electroshock therapy.


Older Lily: Even after twenty years, you're still not sure who I am.

Rufus: It's not that I'm not sure, it's just that I think you're still figuring it out.


Serena: Oh, I can't believe Blair won!

Dan: Yeah, who even voted for her?

Chuck: Me. About 150 times. I wasn't putting the Nelly Yuki ballots in, I was taking them out.

Serena: But what about what she said you did to her limo and her corsage?

Chuck: The dress looks better without it. *hands Serena a key* Give this to her. It's to the penthouse at The Plaza. You didn't think you were the only one who knew about the scrapbook.

Serena: Chuck... I can't believe I'm saying this, but that was really sweet.

Chuck: I just wanted to make sure she had the perfect night.


Young CeCe: Oh, Lily. The hopes and dreams I have for you. An Ivy League education, life on the Upper East Side, married to the richest man in Manhattan.

Young Lily: See, that's the thing, Mom. Those are your hopes and your dreams, not mine. I need to figure out what I want, what I need.

Young CeCe: Like a parole officer? I'm getting in the car. You need to be far away from your sister's influence.

Young Lily: Why? What's wrong with Carol? The fact that she's independent? That she thinks for herself? That she does what she wants and not what other people tell her to do?

Young CeCe: How about you spare me the heartache and yourself the humiliation and give up on this failed experiment in rebellion.

Young Lily: What if this is not an experiment? What about if this is me growing up?

Young CeCe: Enough soul searching. I'm calling your father's lawyer. We need to keep this thing out of the papers-

Young Lily: Please, Mom, I don't need a publicist. I need my mother! I'm trying to talk to you and you're not-

Carol *grabs the phone*: Hey Mom, got a sec?

Young CeCe: Carol... This is your chance to be a big sister and offer some actual guidance to Lily. Advice. Her future's at stake.

Carol: Which is why she needs to be far away from you. This is how it's going to be, Mom. Lily's going to stay with me for awhile.

Young CeCe: Carol, just be reasonable. We both know that the first time she breaks a nail, rides the city bus, or, god forbid, actually sets foot in a public school, she'll come running home.

Carol: Well, that's really up to Lily now, isn't it?

Young CeCe: Just tell her to sit tight, I'm coming for her.

Carol: No, Mom, you sit tight. She'll call you later.


Older Lily: I'm not going to apologize but I love you and I know you love me.

Older CeCe: Well, of course I love you. My daughters, my grandchildren... my only motivation is love.

Older Lily: On the contrary, your motives are quite suspect, selfish even. And you haven't always done what's best for me.

Older CeCe: I've done the very best I could. You think Serena's a handful? I would rather have twenty Dan Humphrey's from Brooklyn instead of that boy you loved from the valley.

Older Lily: Well, you took care of that, didn't you?

Older CeCe: And you ended up with Serena, and Eric, and the life you deserve.

Older Lily: It wasn't up to you what kind of life I should have.

Older CeCe: What else does it mean to be a mother than to a make sure your child fulfills her destiny?

Older Lily: Well I wanted to create my own destiny! But that would have meant losing you and I was always too afraid to do that.

Older CeCe: Until this afternoon, evidently.

Older Lily: Mother, please. I'm just asking you to stay. You know, being a mother myself I've made mistakes that rival, if not outshine, your own. And I forgive you.

Older CeCe: Lucky me. You throw me out of your home and I get forgiven.

Older Lily: Mother, just say thank you and give me a hug.

Older CeCe: I'm certainly not going to thank you for the terrible things you've said and as far as the hug goes, well, you've always done exactly what you pleased, haven't you?


Serena (upon learning Blair and Nate broke up): But-but everything was perfect, it was like a fairy tale.

Blair: It turns out fairy tales end when they do for a reason. I really wanted to go to prom with my high school boyfriend... and, now that I have...

Serena: He feels like your high school boyfriend.



  • The episode titled is based off the movie Valley Girl.
  • This is one of the few episodes without a recap of the previous episode. Gossip Girl also has no opening narration.
  • The episode was a backdoor pilot for a proposed spin-off focusing on Lily's life in California titled Valley Girls. However, the show was never picked up.
  • While casting for Valley Girls, the producers sought to fill the role of Keith van der Woodsen. Whether or not he was meant to be William van der Woodsen is unknown.
  • Krysten Ritter and Ryan Hansen also starred together in Veronica Mars which also stars Gossip Girl' narrator Kristen Bell.


Gossip Girl 2x24 Promo 'Valley Girls'

Gossip Girl 2x24 Promo 'Valley Girls'

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