Karen’s so excited to be Rebecca Duvall’s understudy that she’s even wearing lip gloss. Sam wonders if Rebecca may be a little old to be playing ‘Marilyn;’ Marilyn Monroe was 36 when she died, and Rebecca is 36ish – ‘ish’ being the operative word. Julia notes that Sam and Tom have been flirting away for over a week, and suggests they actually have a real date. She calls a restaurant and sets them up a dinner reservation for 7pm that very evening.

Rebecca, with Eileen, Derek and entourage, arrive at the rehearsal space. Without warming up, Rebecca launches into “Let Me Be Your Star” in a breathy, ‘Marilyn’ voice. It’s really more talking than singing, and flat to boot. The production team looks at her and each other in shock.  Derek cuts her off mid-note, and suggests they start working on blocking the scene. Tom and Julia tell Rebecca that she was ‘great.’

In Eileen’s office, Tom, Julia and Derek discuss Rebecca’s voice. It’s not so bad, they say, it’s just … loud. No, actually, it’s terrible. She can’t sing, although the team had been told that she could. Eileen says that Rebecca will never be an opera singer, but she’s going to be great. All they need is a constructive solution to their problem. Julia suggests group suicide.

Derek suggests they hand off some songs to the rest of the cast, like Karen. He even thinks Ivy should be brought back, although the team is still down on Ivy. Derek says that Ivy’s been crucified enough for her stage misstep on ‘Heaven and Earth.’ Ivy’s really talented, and they need her. She’s had a rough patch, but she’s fine now.

As Tom and Julia leave, panicking that their ‘Marilyn’ can’t sing, Julia gets a call from son Leo‘s school.

While the chorus warm up and wait for Rebecca, Ivy arrives, and Karen worries that Ivy will be given the role of understudy to Rebecca.  As Rebecca works on a song with Tom, Ivy sidles up to Karen, saying that Rebecca’s voice is the sound of a thousand ticket holders demanding their money back. Ivy knows that Karen must be just waiting for Rebecca to fail, so that Karen can step in to the role. After all, that’s what show business is all about.

Derek calls Karen over to tell her that they won’t need her for ‘Marilyn’ anymore, but suddenly has a hallucination of Karen turning into ‘Marilyn,’ who sings Ruby and the RomanticsOur Day Will Come”  to him. Though I must say, Karen really just looks like Karen in a bad wig to me, it throws Derek for a loop.

Karen calls Dev to see if there is any word on the press secretary job. Dev’s sitting on a park bench feeding the pigeons, but tells her that he’s covering an event, and has to go. When she finishes the call by saying “love you,” he doesn’t respond.

Julia waits in a café for husband Frank, to talk about Leo flunking two of his classes. Frank’s still angry with Julia. She takes full responsibility for Leo’s problems, which she feels are due to him finding out about her affair with Michael. It’s all her fault, but they need to put aside the ‘us’ to deal with Leo. Frank still wants to vent over Julia’s double betrayal of their marriage, and stalks away.

Julia tries to catch Rebecca’s attention, but Rebecca wants to talk to Derek about a few thoughts she’s had on the play. Ivy watches Rebecca from the sidelines, while Sam tells Ivy that she will eventually play ‘Marilyn.’

Rebecca tells Derek that ‘Marilyn’ was part of the Actor’s Studio, and that should be seen in the play. Derek says they have quick views of that period. Rebecca says that that’s the problem; the scenes are too short. She’s rather see longer scenes and less singing and dancing. He says that it is a musical after all, but she says that that doesn’t mean it can’t be deep and smart. Tom walks by for his phone, just as she says the song is boring, and should be more fun. Derek says that this sounds like a longer conversation, and Rebecca says she must be driving him insane. She admits she’s a pain.

Sam and Tom, en route to their dinner date, discuss Rebecca’s words. Sam says the song might be less boring if Rebecca could sing it on key. Tom says he’s too wound up to eat; they should just go back to his place. At Tom’s, they chat, until Tom kisses Sam. Sam pulls back, saying that Tom’s moving too fast for him. He’s old fashioned, believes in God, and thinks sex is holy. He likes Tom, but wants to slow things down, hang out outside of rehearsal, do things together … Tom acts like Sam’s being naive, but Sam says that Tom’s got a history of jumping into relationships, and then looking for reasons to bail. Sam says his way is better.

Eileen’s checking her messages that night at the office. One message is from Nick, who would love to see her. But Eileen’s worried about that file that Ellis prepared on Nick. Evil Ellis slinks back into the office, just as Eileen finds the file, and wants to know if Eileen is looking for something in particular. He’s just popped back to tell her about Rebecca’s latest demands; no one can smoke near her, she needs a blender, she’s allergic to peanuts … Eileen cuts him off before he can say more. She’ll deal with it tomorrow.

Ellis has another problem; Rebecca sent him out to buy her gum, while her assistants just sat around reading magazines. He thinks they think he works for them. Eileen tells him, “Lesson number one: keep your enemies close, and celebrities even closer. And their assistants closer yet. There’s power in proximity, as I think you already know.” When he leaves, she retrieves the file on Nick, and is not happy with what she finds.     

At Leo’s school, Frank and Julia hear about Leo’s school issues. The principal wants to know if there is anything the school should know. Frank denies a problem, but Julia spills the whole story about her affair. Way too much information is shared.

The ensemble and Rebecca rehearse the number Rebecca requested, involving Marilyn’s experiences at the Actor’s Studio. After a bit of dialogue, Rebecca stops the number, saying that the scene is just getting starting, and suddenly she’s breaking into song. Derek says that this sounds like a sidebar conversation, and calls a break.  

Rebecca tells everyone that there’s a private screening of her new movie, Casual Friday II, and she’s got passes for everyone!  As the ensemble rush to get passes, Evil Ellis walks in, and tells publicist Randall that he has time to get together tonight. He wonders if Randall would like to go with him to see the screening.

Rebecca’s startled when her drunk, rock and roll boyfriend Colin bursts into the room, wanting to know why she’s not returning his calls. She says that she’s working, and asks Randall to get rid of him. Eileen and Derek also rush to push Colin out of the room, with Eileen threatening to temporarily blind him. Derek manhandles Colin out of the room.

Back at Eileen’s office, she’s fielding calls from gossip columnists who’ve heard about the Rebecca/Colin tiff. She’s denying everything, but the story gets out. Eileen tells Tom and Julia that Rebecca did not get to the top of the A list by being simple, or having healthy relationships. Neither did Marilyn. She tells them that if Rebecca wants an extra-long scene, she expects Tom and Julia to have that scene on her desk by 5 pm.

Karen walks into Dev’s office at City Hall, but finds Paul there instead. Paul took Dev’s office when he became press secretary, and sent Dev off to a cubicle. Karen had no idea that Dev had not gotten the job, and she looks for Dev to find out what happened. She finds Dev and RJ giggling together in his cubicle. Karen wants to know when Dev was going to tell her about the job. He says he would have eventually, but she’s been pretty wrapped up in her show lately. Karen asks if it’s her fault that they don’t talk anymore. It sure looks like he’s talking plenty to RJ. He thinks she’s angrier about not knowing, than about the fact that he didn’t get a job he badly wanted. She apologizes, and invites him to the screening that evening, saying that he loved the first movie. He says he’ll think about it.

Eileen calls Nick, saying she’s been very busy. He wants to know if she’s breaking up with him after one kiss. She says it’s just that it’s unrealistic for her to get involved with anyone right now. He asks her to meet with him that evening, so he can talk with her in person.

Rebecca breezes in, and says that Colin is okay, he just gets weird about every four months. She’s happy with Julia’s new scene, and it’s inspired her to come up with even more ‘improvements.’ She wants a meeting that evening.

The team meets at Tom’s, where Julia says Rebecca’s inability to sing may no longer be an issue, since the show is turning into a drama. Eileen says she’s already decided that the answer will be ‘no’ to any more expanding of scenes.

Ivy’s at the bar before the screening, where Sam and another fellow are whispering about Rebecca wanting to cut the musical numbers from the musical. Karen walks up and wonders what they’re talking about. She’s waiting for Dev, and Ivy says she’s looking forward to meeting the famous boyfriend.  As they are called in to the screening, Karen is left sitting alone at the bar.

Ellis is packing up his things while on the phone with Randall. He gets another call, and switches over to Cyn’s call. But it doesn’t actually switch over, so Randall hears Ellis say, “Sorry about tonight. I’ve got to suck up to that loser again.”  Randall tells him not to bother coming.

We see clips from “Casual Friday II,” mainly cars racing madly, and Rebecca looking determined. Karen gets a text from Dev, saying he’s not up to seeing the film.

Karen and Ivy meet in the ladies room, where Karen proclaims the film boring, and Rebecca annoying. She informs Ivy that they hate Rebecca, because she stole their part. They leave to get a drink, where Ivy reminds Karen that she’s sleeping with the director, and basically knows the whole show. Karen tells her that she’s still the understudy, not Ivy. Ivy says that when Rebecca goes down, everything’s up for grabs. Karen will have to pry the part out of her cold, dead hands.

 Karen says she’s got one word for Ivy; unstable. Ivy laughs; everyone is! Ivy then asks what happened to Mr. Perfect, and Karen says Dev was busy, and is having a lot of trouble at work. Ivy wonders what Karen’s doing with her, as Dev’ probably letting someone else cheer him up, and she’s probably really hot. Karen’s angry with Ivy’s suggestion, and storms off.  

Rebecca’s kept the team waiting for hours. Julia asks Tom how his date with Sam went, and Tom says that Sam believes in God, as do a lot of people. Julia says she does too, and is amazed that Sam got Tom talking about God. Sam also told Tom that he was afraid of intimacy and commitment, which is why Tom’s still alone at his age. Julia says that’s what she’s been telling Tom every day since they first met.

Rebecca arrives, breezing in with profuse apologies. Derek says they appreciate her input, but … She breaks in to say that she knows they want to keep the music numbers in their entirety.  She understands; it’s a musical. As to the songs themselves, she suggests they lower the keys in all the songs, giving her more vocal support, and that they cut back on all the solos. She says she just can’t handle the ballad, “Dig Deep.”    And she’s thinking about hiring a vocal coach. Everyone agrees that that’s a good idea.

Julia and Frank confront Leo about his school issues. He thinks his parents are treating him like a child. Frank says that’s what they’ll do if he continues flunking. Leo says he’s dealing with things, but Frank says that the colleges won’t care about his problems; they just want the grades. They want him to do well in life. He says "What's the point? So I can get into a good college and meet someone nice and get married and have a kid and have it all blow up in my face?"

Julia says she understands it’s a lousy time for him, and he didn’t cause it. But no matter what’s going on with his parents, he has to take care of himself and his future. They want to help him through this. Sensing a soft spot, Leo asks if he can meet Rebecca Duvall if he gets a B minus on his calculus exam; she says if he gets a B plus, they can talk.

Karen returns home to the apartment, but Dev’s not home; he’s at a bar with RJ.

Eileen meets with Nick, and says she’s heard that he has dealings with the mob. He’s forthcoming, adding even more to his resume; you can’t run a bar in New York without getting your hands dirty. She doesn’t have to hire a detective to get out of being with him; she just has to tell him. She says she’s not looking for a way out; she’s just been through a lot.  She’s out of practice. Nick says she can take things as slow as she wants, and kisses her.

Evil Ellis waits in the rehearsal space’s hall for Randall. He wants to apologize, but Randall tells him to save it. He thought they had a connection, but he now understands that Ellis was just using him to get to Rebecca. And Randall hates users.

Eileen arrives, and asks Ellis how it’s going. Ellis says that he hasn’t been inside for three days; Rebecca’s declared it a ‘closed set.’ Eileen breezes in, with Ellis close behind. Derek greets her, saying its perfect timing – he’s got a lot to show her. The cast and ensemble go into a new version of “Dig Deep,” in which most of the singing is done by the ensemble. We see the show as it will look in finished form, with Uma done up as New York ‘Marilyn.’  

Eileen congratulates Rebecca on the new, improved version of the song. Rebecca says she has lots more ideas. Eileen doesn’t look very pleased at the words.