Last night’s Gossip Girl showed VAST improvement from the first few episodes. In fact, last week’s “fashion shoot” episode marked a major turning point in the show.

1. They re-cast the role of Blair’s fashion designer mom since the pilot. She’s now the right age and a MUCH better actress than the pilot Mrs. Waldorf - She’s now played by Margaret Colin, who I just realized was Tom Selleck’s girlfriend in “3 Men and a Baby.” She’s awesome!

2. They gave us a reason to believe that Nate would even WANT to be friends with Chuck, when Chuck sensed a creepy guy was bad news and then bailed Nate out when he got in over his head in a set-up poker match. We’ve also learned that Nate’s dad drained his trust fund - Now THAT’S Gossip Girl entertainment!

This week, they adhered to the OC formula of a party-a-week by centering the action around Blair W’s annual sleepover. It was a frilly, girlfest with billionaire trimmings! Awesome! And we got our first Dan Humphrey/Serena kiss.

[youtube=http://www.youtube.com/watch?v=hQCUA-35d7A]

Me and my galpals all think this show has potential.  We’re definitely keeping our weekly viewing party going… Next week is a Masquerade Ball party episode! And watching the outfits is half the fun!

This weeks best outfit: Serena’s sparkly black date dress. It was a mini, but she looked gorgeous in it!

Well, last night’s second episode of GG was a bit better. But just “a bit.”

Improvements: pace of the show was a bit faster, better shots of the fashion, Blair’s character got some depth

Needs work: the parents (They keep waffling between real characters and caricatures. Pick one and stick to it.), shooting locations (OK, we have seen enough of the Palace hotel. Why no school shots?), the Brooklyn-ites (The entire Humphrey family is WAY too balanced - no way two adolescent siblings would want a garage door between their rooms).

Creepiest plot choice: It’s a tie between a brother and sister deciding that a near-rape of the 14 year-old sister does not warrant telling a parent AND seeing two hotel concierge staffers basically prostituted to a 17 year-old (see below).

Best outfit: Either the cropped jacket get-up worn by Mrs. Van Der Woodsen at the brunch OR Blair’s eyelet dress with lace stockings.

My interest in this show is waning.

It’s like “The OC” minus the sunsets, with a less funny, less charming Seth Cohen, and boasting a 34 year-old, lame-ish, pseudo-rock star in the place of Peter Gallagher.

That said, it’s oddly compelling. There are cliques, overbearing parents, scenes of alcohol abuse, dashes of drug use, and two kids from the “wrong side of the tracks” (read: they live in an artsy, enormous, high-ceilinged loft in SOHO, instead of in a penthouse on Park Avenue).

Ultimately, the show’s just kind of weird. There’s just a bunch of weirdness. For one, everyone’s attractive, but not quite attractive enough. For two, there were two attempted rapes in the pilot (perpetrated by the same character), both of which the show managed to creepily gloss over as if they were–albeit evil–everyday events, set against intense music and fancy parties, and serving as drama-enhancers in the already melodramatic lives of these rich teens. Also, the actors are bland. This is weird, since you gotta figure every actor between 14 and 44 tried out for the parts. See, there’s just no obvious, pleasant surprise of a fresh talent (like Adam Brody), nor is there a perfectly, comically atrocious actor (like Misha Barton). Instead, there’s just bland people gazing at each other, looking like brooding, self-pitying 24 year-olds who happen to be in high school (even if we never see them there).

But hey, it’s fun to gripe. I mean, I kinda liked the show. And isn’t half the point of these shows to make fun of them? Besides, it’s a teenage drama, and “The OC” is off the air.

Then again, “Friday Night Lights” comes on in 3 weeks, and, really, isn’t that the only thing that matters?

Just watched the pilot episode of “Gossip Girl” on CW. It was…okay.

First, the pros:

1. Location, Location, Location. Like “Sex and the City,” the producers of GG went entirely legit on all the location sites. These girls were really inside the Palace Hotel, Bendel’s, on the steps of the Met, in Grand Central, HAVING SEX ON THE BAR OF THE CAMPBELL APARTMENT, and so on… It was definitely fun to relive all my high school haunts (OK, maybe not the Campbell Apartment part) watching this.

2. They didn’t shy away from the shocking stuff: drinking, pot, sex, etc… A whole lot of family values coalitions must be writing angry letters right now, because there is no way I would want my 11 year-old watching this (Incidentally, the producers say it’s a show aimed at 18 - 35 year-olds, but I somehow suspect that a lot of 7th graders were tuning in last night.).

3. The narrative voiceover by Kristen Bell - Yay Bell! We love her, and I dig the Gossip Girl gossip blog that ties the whole show together.

4. Best and most interesting actor is definitely Penn Badgley (see below - you may recognize him from the short-lived WB series “The Mountain” and “John Tucker Must Die”) playing the kid from a less-ritzy, downtown home who has a crush on our lead rich girl. He’s got charisma, and is cute enough for it to seem possible that the most popular girl in school would go on a date with him.

And now the cons:

The show is kind of wooden. The actors aren’t riveting and (worse) they aren’t as good looking as you’d hope. The girl who plays Blair Waldorf (resident Amanda Woodward/evil bitch) is literally a poor man’s Lila Gerrity (See “Friday Night Lights.” Literally, SEE FRIDAY NIGHT LIGHTS!).

The sleazy “Chuck” who tries to seduce unsuspecting freshmen is a replay of Oliver from O.C. minus the awesome ludicrous insanity side.

The one truly gorgeous person they’ve picked is flat, flat, flat onscreen: The guy who plays “Nate,” poor little rich kid who likes one girl but is being forced to sleep with his hot girlfriend instead, and has to go to Dartmouth Because His Old Man Says So. This guy has all the charisma of a lobster pot, so let’s just hope he keeps his mouth shut and just stares longingly at our protagonist, Serena.

Ah, Serena Van Der Woodsen (These names are so ridiculous, BTW. I can just see the writers sitting around a table being like, “Just throw a ‘Van Der’ in there - That equals class!”). She’s played by that blonde, sporty girl from “Sisterhood of the Traveling Pants.” She’s likeable, I guess. I don’t think we have another Mischa Barton on our hands, though. Ah, Mischa. You couldn’t act, but we were nevertheless mesmerized…

The show’s parents are HORRIBLE. The Park Ave moms are just caricatures with no personality. I get the sense they all used to be hand models and somehow landed speaking roles on a new teen drama. The grungy hipster dad of the less rich kids is actually named “Rufus.” Where’s a Julie Cooper when you need one???

The moral of the story: I will watch Episode #2, but it had better pick up fast or else I’m checking out soon.

Oh, and p.s.

The girl who plays hot freshman sister of our male protagonist is played by noneother than Taylor Momsen, aka “Cindy Lou Hoo” from Jim Carrey’s “The Grinch.”

Yes, you are that old. The children have grown up before our very eyes.

The big premiere of “Gossip Girl” happens tonight at 9pm EST. I’ll be watching! This show looks like a fun ride!

I am so excited for the NY private school equivalent of “The O.C.” - More to come FOR SURE.