Kelly Rutherford credited as playing...
Lily van der Woodsen
- Lily van der Woodsen: Something else. There's a Mapplethorpe coming up for auction...
- Serena van der Woodsen: Wait, Mapplethorpe? Isn't that the one who took all the pictures of the naked guys?
- Lily van der Woodsen: Yeah. Not just guys...
- Serena van der Woodsen: Wait. Mom, did you...?
- Lily van der Woodsen: Well...
- Bex: You modeled for Mapplethorpe?
- Lily van der Woodsen: Well, I kept it a secret, but I think you and Eric are old enough now.
- Serena van der Woodsen: It's not one of those artsy shots where you can't tell if it's a bellybutton or...
- [aims her glance downward]
- Lily van der Woodsen: Well, it's very tasteful, I assure you.
- Serena van der Woodsen: You just became the coolest Mom on the Upper East Side.
- Lily van der Woodsen: Oh, thank you.