Get the inside scoop on Teen Vogue’s cover shoot with Gossip Girl star Leighton Meester. Then flip through our behind the scenes photos and watch the videostraight from the set!

LOCATION, LOCATION: She may play one of Gossip Girl’s most infamous Upper East Siders, but Teen Vogue decided to capture Leighton in the city’s edgier downtown haunts. We snapped her at neighborhood spots like the Keith Haring Pop Art mural and the ax shop Ludlow Guitars. Before she was cast as Blair Waldorf, the Florida-raised actress actually spent part of her childhood in Manhattan. “I love this place,” she says.

TOP DOG: The star brought her terrier, Jack, to the shoot. The pooch, who frequently accompanies her to the set of Gossip Girl, has—like Leighton—become a fixture in the celebrity weeklies.

GAWKER STALKER: The Teen Vogue team was overwhelmed by the swarming crowd and their camera phones, but this was nothing new to Leighton. She has grown totally comfortable with shooting on the New York City streets—and with being Blair. “I don’t want to stop playing the character,” she says. “It would be like part of me going away.”

LEIGHTON, ON HER PARENTS’ HIGHLY PUBLICIZED PRISON PAST: “I wouldn’t have volunteered that information, but I’ve never kept it a secret either. It’s just not my past; it’s not my story to tell.”

LEIGHTON, ON HER CHILDHOOD: ”I wasn’t born in jail; I was born in a hospital. I lived with my mother for a few months in a halfway house, and then I went to stay with my grandmother for a few more before my mom got out. But I had a normal life.”

LEIGHTON, ON CO-STAR ED WESTWICK: “He’s my favorite actor to work with. We have really good chemistry.”

LEIGHTON, ON HER DEBUT ALBUM SHE HOPES TO RELEASE THIS SPRING: “The music is very fun. It’s edgy, like electropop rather than bubblegum and you can dance to it.”

LEIGHTON, ON HER GOSSIP GIRL CHARACTER BLAIR WALDORF’S STYLE SIGNATURE: “I don’t wear headbands, ever.”