Rory (Alexis Bledel) realizes she is perceived as a loner, and her reluctant efforts to socialize land her in the most popular clique at Chilton, while Lorelai (Lauren Graham) volunteers the Inn as a venue for a Chilton fund-raising fashion show and is horrified to find herself modeling matching outfits with her mother, Emily (Kelly Bishop).
Rory is told that her antisocial tendencies at Chilton are frowned upon and she must better socialize herself. She does so, accidentally tangling herself up in a secret sorority known as The Puffs, and however unwanted the connection is; it reconciles Paris and Rory's damaged relationship. The inn crowd hosts a school fashion show that features Lorelai and Emily in matching outfits... Sookie and Lorelai decide to move forward in opening their own inn.
- Lauren Graham as Lorelai Gilmore
- Alexis Bledel as Rory Gilmore
- Melissa McCarthy as Sookie St. James
- Yanic Truesdale as Michel Gerard
- Scott Patterson as Luke Danes
- Liza Weil as Paris Geller
- Kelly Bishop as Emily Gilmore
- Edward Herrmann as Richard Gilmore
- Dakin Matthews as Hanlin Charleston
- Sean Gunn as Kirk Gleason
- Emily Bergl as Francie Jarvis
- Agatha Drake as Ivy
- Hilary Angelo as Lemon
- Madeline Zima as Lisa
- Brenda Strong as Eva
- Nicole Eggert as Aubrey
- Katie Layman as Ginger
- Shannon Cochran as Meena
- First appearance of Francie Jarvis.
- First mention of The Puffs and The Booster Club.
- When Lorelai tells Rory to put on her cake pajamas, they are the Nick & Nora Sweet Dreams Full Length Pajamas.
- know your onion | THE SHINS
- girls just wanna have fun | CYNDI LAUPER
- it's alright, baby | KOMEDA
- looks like we made it | BARRY MANILOW
- The Sound and the Fury by William Faulkner
- The Last Empire: Essays 1992 - 2000 by Gore Vidal
- Savage Beauty: The Life of Edna St. Vincent Millay by Nancy Milford
- The Collected Stories of Eudora Welty by Eudora Welty
- Snow White and Rose Red by the Brothers Grimm
- Anne Sexton, general author reference
- The Divine Secrets of the Ya-Ya Sisterhood by Rebecca Wells
- Memoirs of a Dutiful Daughter by Simone de Beauvoir
- The Hunchback of Notre-Dame by Victor Hugo
- Rain Man
- Freaky Friday
- Coming Home
- The Wizard of Oz
- The Matrix
- The Outsiders, the "soc" reference from Lorelai to Rory
- Lorelai – Maybe he has a secret life -- Maybe he's got a little chippie stowed away in Mount Pilot!
- Rory – Suddenly I'm living with Zsa Zsa Gabor
- Lorelai – Yeah, look Fat Albert. Get me a soda.
- Rory – Paris, it's not the Cosa Nostra
- Rory – Sandra Day O'Connor was a Puff?
- Francie – Well, no one has proof. It's just folklore.
- Ivy – Like Snow-White and Rose-Red
- Francie – Or Mariah Carey's crackup.
- Rory – I tell ya, she's a regular Gary Mule Deer
- Rory – (about the Puffs' oath) Anne Sexton, right?
- Francie – [[wikipedia:Gypsy_(musical)|Sing out Louise!]
- Rory – I end up here with the Ya-Ya Sisterhood