Ben has been avoiding Serena since they slept together, so she decides to drop in on him, and finds him with another woman: his mother. She's not keen on S, telling Ben that he'll never get his life back together if he keeps seeing Serena.
While S is reeling, the disgraced Vanessa comes over to say her piece, telling Serena and Lily that she'd heard Ben bragging to Damien that he'd had Nate's dad attacked in prison. S doesn't want to believe it, until she goes to look for the affidavit and can't find it. At Chuck's party, he denies that he took the affidavit, but admits to setting up the beating on the Captain. Ultimately, they realize that it's for the best if they break up. And another one bites the Serena dust.