We open with the first day of rehearsal for the workshop of "Marilyn." The chorus people are all bitchy to newcomer Karen (Katharine McPhee), because she almost took the lead away from Ivy (Megan Hilty), one of their own. Meanwhile, lyricist–book writer Julia (Debra Messing) acts awkward around leading man Michael (Will Chase), with whom she had an affair, and producer Eileen (Anjelica Huston) is out of money thanks to the machinations of her estranged husband—you know, the one whose face she keeps throwing martinis into.
Ivy gets Karen kicked out of this week's big number. Then Julia and gay composer Tom (Christian Borle) have a "Will & Grace" scene in which Tom admits that he can't go to Derek's party because he has a date arranged by his mother. Meanwhile, Eileen tries to sell her original Degas sketch to a gallery, but she can't because the work of art is in her husband's name.
Karen gets booted from another number by Ivy, who smiles like Cruella De Vil as Karen exits in tears. Karen has a big emotional meltdown in the hallway before one of the chorus girls, and the formerly bitchy ensemble member miraculously decides to give Karen a makeover. Later, Eileen commiserates with Julia about her lack of capital, and Julia mentions that Lyle, the kid played by Nick Jonas, is now worth millions because his TV show has been sold into syndication. See how this is all leading up to the big party?
Across town, Karen and the chorus people, who are suddenly her best friends, burst into the apartment she shares with her boyfriend Dev (Raza Jaffrey). The kids are there to improve Karen's wardrobe and ensemble skills, so she doesn't stand out so much and piss off Ivy. Next, we're finally at the big party, and Lyle is singing a pop number as if he's in a studio. Ivy enters, and Lyle gets all flirty with her—which is a little creepy, because he's supposed to be a teenager.
Meanwhile, we join Tom on his date with a dry business type, but it's sort of cute as the two guys get to know each other. Back at the party, Julia runs into Ellis (Jaime Cipero), Tom's scheming assistant, who appears to be gatecrashing. Eileen finagles a deal with a surprisingly savvy Lyle, but he wants to know if the show is any good—cue for a big impromptu number, just like they used to do on "The Dick Van Dyke Show." Tom and Michael are called in; Julia, Ellis, and a couple of cater waiters join in; and of course they pick up all the steps and the harmonies right away. By the way, why is Julia standing next to and having fun with Ellis, whom she supposedly can't stand? Ivy is a smash, and Lyle agrees to finance the production.
Then when Ivy sees Derek with another woman, she goes off with Lyle—ewwww! They burst in on Eileen nostalgically looking at the Degas she is about to sell to the young man, which throws cold water on teenage Lyle. Back downstairs, Tom sufficiently impresses his date, and we may actually have a gay romance.
So that McPhee can have her weekly song, Karen, Dev, and the chorus kids go out to a bar and perform in front of a bunch of drunks. Now if the whole point of the lesson was to show Karen how to blend into the background, how come she takes center stage and delivers a solo—or is it just in her mind, like in the movie version of "Chicago"?
There's trouble as Ivy confronts Derek about his open flirtations. He tells her, in effect, "I need to flirt with rich women because they might invest in 'Marilyn.' This is show business; get used to it." Then she goes off with him—while there are still people hanging around at the party. Can't these people stay out of bed for five minutes? Scenes from next week's show reveal that there will be trouble between Ivy and Derek and that Karen may be in line to take over the lead.
