Last week on Smash: The famous Rebecca Duvall arrived, Karen found out that Dev had lost the Press Secretary job he wanted and was drowning his sorrows with colleague RJ, Julia’s son Leo was having problems at school, and Karen and Ivy reached a ceasefire over their mutual dislike of Rebecca.

This week on Smash: Karen’s called in for a meeting with Derek. Naturally, Evil Ellis just happens to be within eavesdropping distance. Derek apologizes for not spending more time with her, working on the musical. He thinks she’d make a brilliant Marilyn; he’s seen it, in his head. Unfortunately, Ivy arrives for rehearsal and can see that Derek has an interest in Karen. And Ellis, of course, has a new juicy nugget. Whom shall he share it with?

On cue, Rebecca’s publicist Randall arrives, and Ellis rushes to have a private word with him.

Ted, who’s replaced Michael in the role of Joe DiMaggio, rehearses with Tom, as they wait for Rebecca to arrive. And she’s here! And she’s got yet another great idea for the song they were scheduled to rehearse. But it may take a little time for a re-write, so could they work on a song she’s actually practiced? Tom, Julia and Derek grit their teeth.

Karen, Ivy and two chorus players chat about Rebecca’s latest idea to cut the song “Mr. & Mrs. Smith” and replace it with a scene. They disapprove, but Karen says she likes Rebecca; she’s very direct. Speak of the devil, there’s Rebecca, and she’s wondering if Karen would like to go out that evening with her! Karen excitedly agrees.

There’s a meeting at Eileen’s. “I hate her!” says Tom, as Derek closes the door on the ever vigilant Ellis. Derek says there are a lot of ways to create a musical, and Tom asks if that includes bringing in outside songwriters. Julia tries to calm things down, but Tom is still angry, and wants to know why Derek, as the director, is failing to direct.

As the team leaves the office, Ellis tells Julia that she has a message; her son, Leo, will be staying at Frank’s for another day.

Karen finds Dev working at home.  He wants to take her to dinner, but she has a date with a movie star!

Karen, Rebecca, and her entourage arrive at a club to a flutter of paparazzi flashbulbs. Rebecca asks Karen if she’d like to ‘stand in’ with the group; after all, she’s Derek muse. Rebecca sets it up, even introducing Karen over the microphone. Rebecca tells Randall she’s just checking out the competition.

Karen sings Snow Patrol’s “Run,” without even taking off her jacket. The crowd, of course, adores her, and gives her a standing ovation. Rebecca joins in with the adulation, calling Karen “a star.”

As RJ reads the Page Six headlines inferring that Karen and Rebecca are more than ‘gal pals,’ Dev arrives to join her for coffee. And of course, RJ can’t wait to share the gossip news.

Tom angrily tells Derek that he thinks Rebecca can’t sing his new song and that Derek’s lost control of the rehearsal room. As Derek yells back that it’s Tom that has lost control, Rebecca and the entire cast and chorus are waiting outside the door, able to hear their every word. Linda informs the two that the company is waiting right outside the door, and Derek says to let them in.      

Derek says they’ll start with Tom and Julia’s new number, a balled called “Second Hand White Baby Grand,” about ‘Marilyn’ and her mother. As Rebecca wonders if the song is any good, Derek says it’s actually going to be sung by Marilyn’s shadow selves – the voices in her head.  Rebecca chokes on the ‘shadow selves’ ideas, but then says that Karen, with her real rock star voice, should sing the song.

At Karen’s apartment, Rebecca dumps out bags of gorgeous clothing from a store campaign she’s recently done, offering the clothing to Karen. Karen would be doing her a favor by taking some of these things, like that $2000.00 jacket. “You can’t live your life in yoga gear,” says Rebecca.

Rebecca picks up the photo of Dev on Karen’s dressing table, and comments that boyfriends can be a problem on the way up. Karen assures her that Dev is not a problem, but Rebecca huffs that he might be.

That night, Karen and Rebecca cruise to the front of waiting lines, and toss back tequila, dancing the night away to the pop and flash of the pap’s cams. Karen wanders home, full of stories of Rebecca’s fabulous friends, like Leonard DiCaprio and David Bowie.  Dev has already seen the newspaper’s account of their evening. Dev’s confused at the relationship, and wonders why Rebecca is giving clothes to Karen. Karen assures Dev that he’ll like Rebecca; she’s so much fun, and cool.

At Julia’s home, she and Tom are working on the new song, when Frank arrives to pick up Leo. Julia’s confused, since she believed that Leo had been at Frank’s for the last two days. It seems that Leo has been telling Julia and Frank that he’s at the other parent’s place. Neither parent has seen Leo for days.

The last time anyone saw Leo was the previous Monday, at school, Julia tells a policeman. She describes Leo as smart, serious and tenderhearted, and younger than he looks. Frank adds that Leo was arrested a few months before for smoking pot in Central Park, but doesn’t have a record. The police will be issuing a missing person’s report, and canvas the local transport depots.

At Derek’s, he’s working on a mini version of the Bombshell set; they’re building the sets in Boston. Ivy says everybody’s talking about Derek’s movie star problems. People are whispering that it seems no one is in charge.