Before there was Gossip Girl, there apparently was Lily Rhodes (Brittany Snow) living it up in Los Angeles. Everyone understands characters have back stories, but this one was forced on to Gossip Girl watchers as producers Josh Schwartz and Stephanie Savage attempt to get their spin-off on the CW fall schedule with this backdoor pilot.

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This episode lacked the opening narration from our beloved Gossip Girl (Kristen Bell); instead we were greeted with an 80s flashback to Lily's past life. Her parents, 80s icon Andrew McCarthy and Cynthia Watros (Rick and CeCe) had to decide what to do with her after Lily's expulsion from boarding school in Santa Barbara. With the issues between CeCe and Lily paralleling that of Serena (Blake Lively) and Lily (Kelly Rutherford), the flashbacks popped on and off screen as Lily reminisced about her hey day in Los Angeles when she too got arrested.

Not much came from Serena's being arrested at the end of the last episode, though. Lily wanted to teach Serena a lesson, but she learned one instead. Amidst the introduction of Lily's sister Carol (Krysten Ritter) and future baby-daddy Keith van der Woodsen (Matt Barr), there was a former love interest that was not named Rufus Humphrey (Matthew Settle). The backdoor pilot also introduced Owen Campos (Shiloh Fernandez) who was won over by a rambunctious, yet pretentious, Lily. Obviously, given the fact that Serena and Eric (Connor Paolo) both have van der Woodsen as their last name, we know that things don't turn out so well for that guy. The rest of the pilot, I mean flashback, was focused on 80s hair, clothes and music.

Unfortunately, the prom was also paralleled with this particular episode. Given all the lavish parties seen on Gossip Girl in the past two seasons, this prom was lackluster to say the least. The main highlights consisted of Blair's (Leighton Meester) minions plotting against her to make Nelly Yuki (Yin Chang) prom queen and Dan (Penn Badgley) freeing Serena from the slammer to get her to the senior prom. Dan and Serena made up from last week's fight and enjoyed a dance together, even though it wasn't seen on the television screen.

Blair had her fairy tale prom evening with Nate (Chace Crawford), right down to the exact dress from her childhood scrapbook. After being confronted, and denying all charges, it was revealed that Chuck (Ed Westwick) was sabotaging Blair's evening on purpose, to make her dress look better, her head shine with a prom queen crown, and not to have a busy corsage cluttering up her dress. It was a sweet, yet creepy attempt on his part to make Blair happy. But, Blair's happy ending ended with a kiss and slow dance with Nate. She realized that he was her first love, and that's all he'd ever be. The two didn't make it to the hotel, they broke up instead.

Since neither Blair nor Serena had a prince to take them home, they ended up hanging out together, reflecting on their time shared and calling each other sisters. It was on par with the same emotions coming from Lily apologizing to her mother in the present day, and beginning a bond with her sister Carol in the past…which if the show gets picked up for next season, we'll see how that last one turns out.

Gossip Girl stars: Blake Lively / Chace Crawford / Leighton Meester / Penn Badgley / Ed Westwick / Taylor Momsen / Jessica Szohr / Kristen Bell / more

Story by Beth Wickman

Starpulse contributing writer