As HBO’s many beloved series ended and more inane MTV reality shows were born, it become en vogue to intellectualize and commentate on bad TV. Playing with the scraps of momentum left over from Sex & The City and the dwindling appeal of The Hills, MTV’s The City promised an outdated, embarrassingly glossy New York City and a cast of dim-witted young women. In short, it seemed poised for artistic illegitimacy from the moment it was announced. But then, shockingly, The City defied our expectations.

The show follows Whitney Port, a naïve, wide-eyed idealist moving to this big, cold, corrupt city, a literary narrative so well-established that Russian author Ivan Goncharov had already titled his similarly plotted novel The Same Old Story by 1847. But that well-worn arc is a popular parable for a reason; when told plausibly and correctly, the story’s compelling, the protagonist is endearing, and the milieu is chock full of moral landmines. The City’s characters pulled off this storyline over the course of the show’s first season by offering authentic personalities facing legitimate conflicts.

Catch up on everyone who matters after the jump so you too can become obsessed next season.

ON ERIN

Enter Erin (NYU alum!). In the show’s first episode, socialite Olivia Palermo invites protagonist Whitney and her wingwoman Erin to some swanky rooftop dinner party, where Palermo gets snooty about the seating and pesters Whitney about her new boyfriend, Jay, to no end. Whitney and Erin leave early, giggling. Despite an attempt on the part of an editor to make this some sort of social division, it’s clear that the girls exited early because the party was, well, boring. Erin didn’t throw Olivia any “dagger looks.” Arms around her galpal Whitney, she just walked out to go somewhere more fun. And thus, their genuine-seeming friendship was born.

Erin was, in some ways, all about fun: she dated multiple men at once, bouncing between a long-distance indie rocker and her high school flame. And she talked candidly about her sex life. When Jay moved in with Whitney, Erin said “he’d better be paying you in sexual favors.” But Erin, despite her candidness and many men, was not The Whore. She cried over love quite often. She wasn’t ashamed to be sexually active, but she wasn’t sexually hyper-active, either. We’re not going to throw around the term “feminist hero” like some publications, but we will say that for a single young woman on a primetime reality series to discuss her sexuality – without then being cast as Slut – is bold. And fun.

ON ALLIE

While the show’s other secondary characters might have, initially, seemed like interchangeable white girls, they all served a purpose. (All right- maybe not Samantha, but even she seemed kind of cool.) Enter Allie (ha!): a teeny, tiny, anxious, cat-walking girl model dating an arrogant, handsome male model. Allie might have been cast as the “aspiring” character: the young woman that middle American girls will unwisely move to New York in hopes of becoming. But then, on air, Allie’s life turned out to be pretty miserable. In fact, she was constantly crying. She cried outside Cafeteria when her boyfriend Adam seemed to be cheating on her. She cried at Socialista when Kelly Cutrone told her she looked too skinny. She cried at 10 Downing when Adam seemed to be cheating on her again. She cried to Whitney, and when Whitney was exhausted, she cried to Erin. The girl wept a virtual trail of tears around Manhattan. For such a strikingly pretty young woman, Allie started to resemble the Corpse Bride.

But Allie, for all her misery, wasn’t unlikeable. She was just paralyzingly insecure. Her boyfriend, your classic douche bag with a soft side, probably was cheating on her; and he probably did love her, he was just, well, young. By the end of the series, less glamorous everygirl Whitney evolved into a strong-willed young woman. Allie, on the other hand, just seemed tired. But bravely tired, because as Allie pointed out: pretty models get sad and tired, too.

ON JAY

It’s unlikely that MTV cast Jay as Whitney’s boyfriend: he’s got a lopsided face and an accent – two strikes against him from the production side. Unlike reality couples before them, Whitney and Jay expressed actual interest in one another’s lives. Jay went apartment hunting with Whitney, and she went to his concerts and supported his music career. They were also realistically affectionate. Jay told Whitney she looked “cute” and “amazing” and got nervous and bashful around her. For her part, “Whit,” as Jay called her, put on airs of sexy confidence that were obviously masking a schoolgirl’s adoration (”am I trying to make you jealous? No.”). And unlike the silent coffee dates Lauren Conrad used to suffer through, Whitney’s dates with Jay had real words in them, albeit frequently moronic ones. Jay had actual opinions, like telling Whitney to stay away from hipsters and mocking art dealer’s kids; plus, his Weezer-like band didn’t sound half-bad. In the nauseatingly cute scene in which the twosome makes it official, Jay shyly rolled his eyes when he asked “Whit” to be his girlfriend, while she tried to stop herself from crying and fucking him on the spot. “The dating game’s over for you, young lady,” he said. Aww.

ON OLIVIA

Then there is the Iago of The City. Her precursor, The Hills’ Heidi Montag, was many things (fascinatingly plastic, bizarrely loyal to her boyfriend), but she was never been a plausible villain. The most dramatic scene of Heidi’s whole three-season long feud with Lauren Conrad was one lousy club sequence in which Lauren screamed, “you know what you did!” without even saying what she did. But Palermo is a worthy villain. Not just because she’s pretty and skinny and condescending and uses words like “social” and name-drops like it’s her job. That helped, sure. But because she really is a detestable bitch.

Olivia seemed posed to steal the show’s thunder. But her charm and her cruelty wore thin – eventually, she just seemed immature, and sort of stupid, when juxtaposed with Whitney and Erin and Samantha and Allie. They, in contrast, didn’t appear to be mongering for fame (Erin never even dropped her real last name, Williams, as in the daughter of AC/DC bassist Cliff Williams.) Those girls, unlike Olivia, never really became enamored with the show’s glossy context. And regardless of the do they/don’t they really have jobs conundrum, stealing Whitney’s ideas at work was just unnecessary. Olivia wasn’t calculating and vengeful like Blair Waldorf (who is in high school, and fictional); she was just plain mean. But ultimately compelling. She wasn’t particularly likeable, but, to keep the narrative running, she didn’t need to be. Olivia became the character the show needed, the quintessential mean girl.

ON WHITNEY

Finally, there is Whitney Port. Before The City, Port was known as a soundboard for Lauren Conrad’s non-problems. Doll-faced and tight-lipped, Port didn’t seem like a girl who could anchor a television show, let alone a relatively interesting one. Whitney didn’t strike Olivia’s low-blows. She didn’t offer her needy friends much in the way of tough love, or even particularly insightful advice. She didn’t seem aggressive enough to excel at work, and she was dating a boy of questionable loyalty. But somewhere in there, Whitney turned out to be, bizarrely enough, kind of smart. Because maybe she didn’t need to act like her co-stars. Whitney’s friends were messes of their own making, and she wasn’t going to be able to fix that. Port was a diligent Diane Von Furstenberg staffer, but not an obnoxious career-climber.

Whitney constantly said she didn’t want to get “played like a fool,” which is sort of amazing to hear outside of the context of R&B lyrics, but, more importantly, she followed through on that. She had a legitimately romantic relationship and she did not allow Jay to push her past her breaking point. But when Jay did hurt her – when all he could say was “sorry, Whit” as he walked out of her apartment – she became even more endearing and realistic. And, somehow, Whitney Port became a positive role model. She didn’t take Jay back, after his probably authentic, final emotional confession. Instead, she picked herself up and walked back into the party, while her Mr. Big was left crying.

It took time to realize that Whitney wasn’t uninteresting. She just wasn’t a cast-member on I Love New York. She wasn’t another Hills denizen. She didn’t seek the validation of gossip columns. She was just, as it turns out, a real girl. And it’s that authenticity that turned The City, poised to be a parody of itself, into, of all things, legitimately good TV.

THE GIRLS IN REAL LIFE, VIA MOMENTARY ENCOUNTERS

If you’ve trucked through the endless analysis above, congratulations, you get some gossip. If you scrolled down here immediately, well, that’s fine, too. Anyway, this fine writer has had the pleasure of pestering Samantha, Erin, and even Olivia in person, at various, terrifying moments in his life. They seemed to conform to the above pictures of them. Erin, at the Bowery Hotel one evening, was on the rooftop deck even though it was cold and raining – that wild woman – and was chain-smoking cigarettes in a kind of cool way, alongside Samantha and a seemingly gay friend. She was chatty, candid, and kind. She told us she’s a “downtown” girl and that she goes to Ella when she feels “saucy.” She stopped reading blogs about the show after one of them called her fat, but added, “meh, let them talk.” After she met Duncan, he poked her on Facebook, she said. But she fell for him later: “he wrote me a really sweet song and performed it for me. I’m such a pussy, but I melted inside. God bless sexy musicians.”

Then there was Ms. Palermo – even skinner and more radiant in person, but just as much of a mean girl. At a party for Dylan’s Candy Bar, I asked her if she felt intimidated filling Lauren Conrad’s shoes (this was before the show premiered), which maybe wasn’t the best question. She literally glared at me and said “it’s not like that at all. We don’t look at it that way. It’s a completely different show.” Yeah, it’s only a spin-off. So there you have it. Olivia: pretty, mean in person, too.

Photos from MTV.com