The next morning, Julia updates Tom on the Leo situation, and asks that he not tell Eileen or Derek – she can’t handle them flipping out. She and Frank are exhausted.
Derek is furious to hear that Rebecca is outside teaching the Linda how to make one of her smoothies, while the company waits. He storms from the room, followed by the company, who want to hear what happens. He confronts Rebecca, asking why her assistants are not making her smoothies. She says they are both working to find her a decent place to live in Boston for eight weeks. When he says that Linda is needed for production duties, Rebecca tell him they are almost done, and continues to give preparation instructions to Linda, saying, “it’ll just take three minutes.” He takes the blender from her hand, and says he starts tech work in a week; he doesn’t have three minutes. He walks away angrily, as she asks Linda to finish making the smoothie and bring it in to her.
Eileen is contemplating mockups of promotional posters when Derek arrives, saying that he won’t have his stage manager hijacked to make smoothies, especially when they have to rewrite half the show, just so Rebecca can do it. He wants Eileen to say that she will speak to Rebecca, and tell her how to behave, again. He chooses a poster, hands it to Ellis, and leaves.
Ellis tells Eileen that he responded to BAM’s invitation, letting them know she would be bringing a guest, but they were confused, because Jerry had already confirmed that he’d be there. Eileen smiles, and assigns Ellis a new job – he’s now in charge of smoothies.
Ellis and Ivy, outside the rehearsal space, hear Karen rehearsing the new song with Tom. Ellis comments that Karen sounds pretty good, but Ivy should have the song. Ivy agrees. Ivy’s waiting for Tom, as he and Sam are going for a drink, and she wants to join them. She asks Karen if she’d like to come as well, but Karen says she can’t, as she’s having dinner with Rebecca and Dev, so that Dev can meet Rebecca. Ivy says that is bold, since she’s dating both of them, ha ha. Karen says her parents have called three times to ask if Karen has become a lesbian. Ivy says she’d better get used to it; she’s on her way. Evil Ellis, at the end of the hall, has been listening to their every word.
Julia and Frank question Leo’s friend Mason about Leo’s whereabouts. At first Mason says he no longer sees Leo, but they’ve questioned people on Leo’s wrestling team, who confirm that Mason is Leo’s best friend. As Mason’s mother tells Frank that she’ll let them know if she hears anything, Julia sees Mason watching them from his window.
At the BAM event, Eileen and studly bartender Nick arrive in a limo. Jerry and his blonde date walk up as Nick and Eileen chat with another couple about the art exhibit, which Nick found boring. Eileen introduces Nick to Jerry. Nick’s confrontational about the exhibit. Jerry calls him a ‘populist,’ which is fine if you’re one of the masses, he adds. Meanwhile, Jerry has a stranglehold around his date. Later, Jerry says privately to Eileen that it’s a little late for her to start dating a pool boy. She tells Nick that she’s bored too, and they leave, with their arms around each other’s waists.
Sam wonders what’s wrong with Tom, who’s been distant all evening. Tearing up, he tells Sam that Leo’s been missing for three days, but no one can know.
Rebecca, Karen and Dev dine at an Indian restaurant, where Karen’s eye is caught by a Bollywood film playing on a television. Rebecca refuses tap water, needing something bottled. She’s concerned about eating Indian food as she has a peanut allergy. Dev says there are no peanuts in south Indian cuisine. Rebecca then asks the waiter if they have anything on the menu that doesn’t contain peanuts.
Rebecca has firm ideas about the media, and lectures Dev on how she handles the papps. Dev asks her if she’s manipulating the press by posing Karen as Rebecca’s girlfriend. Rebecca says she just wants Karen to be a star, since that’s what Karen wants. Dev wonders if Rebecca should ask Karen what she wants. Rebecca tells Karen that she knew this would be a problem, and Dev asks what she’s talking about. Rebecca says she understands that Dev’s ego gets in the way, and that’s scary and frustrating. Dev says she can’t know about their relationship after knowing him for twenty minutes, and asks Karen if this is the sort of conversation she normally has with Rebecca. He adds that Rebecca’s claim to be an expert on relationships might be in dispute, since her boyfriend had to be escorted from the rehearsal space. As they spat, Karen again notices the Bollywood film, but this time, the actors are Rebecca, Karen and Dev.
Karen fantasizes about being inside the film. Dev sings and dances, with a large chorus, to the song “A Thousand and One Nights.” And thus begins a long, elaborate dream sequence, Bollywood production number, eventually incorporating Smash’s entire cast. Karen plays Dev’s love; Eileen and Nick play a courting couple from whom Ellis steals a necklace; RJ attempts to take an orange from a tree protected by a hissing snake; Tom makes a wish on a lamp, and brings Julia, Frank and Leo together as a happy family; reclining on a lounge, Ivy is fed grapes by servant Derek. Back to reality, Dev and Karen sit across from Rebecca’s now empty seat.
Eileen admires Nick’s decorating scheme, which apparently revolves around whales and Keith Richards. She tells him that he’s so different from Jerry, who’s angry that she left him. Nick reassures her, and they kiss.
Julia’s lurking outside Leo’s school, disguised in hat, scarf and sunglasses. She grabs Mason, and lets him know that she’s famous enough in New York to have an influence on private schools, especially if she tells his principal that he’s smoking pot and keeping Leo’s whereabouts a secret. Mason fires back that she may have it all, but she’s screwed up her life so bad that Leo’s been sleeping on his floor in an attempt to get away from his feuding parents.
Back home, Julia stops Frank from racing to Mason’s home and berating Leo. She tells him that Leo is okay, but needs a little space. They hug. Later, Leo comes home, where Frank is preparing dinner and Julia reading the paper. He says he’s sorry, but he felt like he was losing everything, and didn’t know why. Julia says that dinner will make them all feel better.
Derek calls for the cast to being rehearsing Act Two, and snipes to Tom that Julia’s not present – again. Tom says Julia’s under the weather. Rebecca asks Evil Ellis to make smoothies for herself and Karen, while she dashes out for non-peanut oiled chips. Ivy and Ellis wonder how Rebecca can live on smoothies and potato chips. Ivy asks Ellis if he’ll do something for her. He borrows a phone from Rebecca's manager and texts Karen, telling her that Julia has the flu, so Karen's done for the day. Karen leaves the building.
Storming down to the entry, Derek berates Rebecca for being 15 minutes late on a ten minute break, as a papp snaps. She tells him to calm down, and he grabs the papp’s camera, throwing it to the ground. He says that the show is going to be a blinding hit on Broadway, and he’s not about to let a stupid little movie star, with childish power issues, put a stop to it or him.
They both get into the elevator to head upstairs, where Derek calls for Karen. Rebecca says that Karen went home, after getting a text. Luckily, Ivy knows the song, so it’s reassigned to her. The new scene involves ‘Marilyn’ lying on a couch, being told by Lee Strasburg to remember her past, while Ivy, as ‘Marilyn’s’ memory, sings “Second Hand White Baby Grand.”
While she sings, we see scenes of Frank and Leo hugging, Tom and Sam kissing, and Eileen and Nick in bed. At the end of the song, which Ivy does beautifully and with emotion, everyone applauds, and Eileen wipes away a tear. Derek walks up to Ivy, kisses her hands, and tells her the song was glorious. Rebecca, from her couch, smiles and suggests that ‘Marilyn’ should sing the song.
Next week on Smash: They prepare for opening night. Eileen tells Julia they have to bring back Michael Swift. Julia and Michael kiss. Dev proposes to Karen. When she turns him down, he asks her if she knows how much he sacrificed for her. Randall tells a worried Ivy and Ellis that Rebecca is not to be disturbed.
And hey! The Smash soundtrack will be in stores on May 1st!