Good morning! Outside the rehearsal studio, Julia and Michael exchange little smiles and a sly handclasp as Eileen and Derek arrive. Derek’s all business, barking out orders and comments. With a showcase to present to investors in one day, there’s no time for niceties.

Karen arrives at a studio to record a track for her meeting with hotshot Bobby Raskin. Her big stage voice is over powering, but when she tones it down to sing Colbie Caillat's "Brighter Than the Sun," the engineer is charmed. In fact, he thinks he loves her!

Julia and Michael can’t keep their hands off each other. When he comes looking for Julia, Tom finds them making out in what looks like an empty studio. And who’s that lurking in the corner? Why, it’s sneaky Ellis, and he just got an eyeful of the guilty pair.

Eileen’s having no luck getting the building superintendent to understand that the boiler must be fixed before her presentation.  But Karen’s in great spirits when she gets a text asking her to come right back to the studio – Bobby Raskin loved her demo, and he wants to see her immediately!

As she leaves, Ivy arrives with her domineering mother, the famous Broadway star, Leigh Conroy (Bernadette Peters.) She is immediately recognized and fawned over by Derek, Julia, Tom, and the cast. She graciously accepts their compliments, and when one of the cast blurts out “Sing something!” obligingly bursts into “Everything’s Coming Up Roses.” Ironically, it’s from the musical Gypsy, and is a song about a domineering stage mother. Using Ivy as her prop, and with Tom on piano, she belts out the song to the delight of the cast.  

Derek notices the mixed emotions on Ivy’s face. Sitting beside her, while everyone surrounds Leigh and showers her with adoration, he quietly tells Ivy that she’s wonderful in the show. She’s grateful and happy for his words.

There’s another awkward visitation – Michael’s wife and little son pop by unexpectedly. Julia looks guilty and upset to see them. Derek mutters that the ‘child thing’ never ceases to perplex him. “Because you’re a reptile,” says Tom. Julia runs from the room. Tom finds her outside, feeling like she’s going to vomit. “Oh my God, you slept with him, didn’t you?”  Julia can’t stay, she has to go home, regardless of the time pressure they’re under.

Derek can’t believe Julia’s just up and left. As he rants, Ellis pulls Elaine aside to tell her something she just has to know – Julia’s having an affair with Michael. He adds that that’s why her pages are late and everything is such a mess. She stops him, tells him that it’s important information, but if she hears that he’s repeated the allegation to anyone, he’ll never work in this production or in this town again.  Ooh – SNAP!

Julia gets home to her apartment, and hears giggling. Son Leo and his friend Mason are smoking pot in his room. She orders Mason out, and screams at Leo, “My workshop is tomorrow – you know what I’m in the middle of!” He replies that he does know, and he thinks she sucks.

Back at Ivy’s, Leigh lolls on the sofa, watching an old Marilyn movie. She tells Ivy that Derek is charming, handsome, and a very important director; she wouldn’t let him slip out of her hands. Ivy doesn’t want to talk about it. She’s a bundle of nerves because of the Prednisone, and would love to be taking pills to help her sleep, but is afraid to take more medication. Leigh is quick to tell her that she won a Tony without any chemical help. Leigh comments on Marilyn’s magnetism, and casually wonders how Ivy’s going to pull off that kind of presence. Ivy uncaps the sleeping pills and takes a handful.

Eileen must have cooled down because she’s hanging at the Bushwhack with Ellis, being tended by the handsome bartender Nick, who just happens to know a guy who could solve Eileen’s building’s boiler problem. He’s illegal, but he speaks English and does good work. Sold!

No one can sleep the night before the production, except for Leigh, who gloats that she slept like a rock, and Karen, who wakes to another text from Bobby Raskin – he wants to see her, now now now! He’s leaving for a month, so it’s either see him now, or very much later. But the show! The other cast members urge her to go; she’s making $200.00 a week in the chorus, it would be a no-brainer to blow off rehearsal. No, she would never do that!

Eileen sneaks Mario the Illegal Plumber into the boiler room, accompanied by handsome Nick.

Michael tries to grab a quick kiss when Julia arrives, but she stops him, saying that Leo knows about their affair. She asks him how he could be with her without thinking of his own beautiful son. Derek interrupts them to say that they have to work on the show. Of course, it’s the scene where Marilyn and Joe DiMaggio split. Derek’s not happy with the dialogue, so Julia and Michael adlib their own breakup dialogue through the scene, saving them the time and trouble of actually having their breakup privately. Derek’s so happy with their adlibs that he decides to keep the whole section in the play.  

Derek quietly tells Eileen about a project he was in, early in his career, which seemed doomed from the start; the roof caved in, the leading lady got SARS (a respiratory infection) and the prop sofa even got infested with bedbugs.  His point being, some projects are just cursed.  She tells him the workshop is going to happen and it’s going to be brilliant, because the songs and the writing are brilliant, and he’s a brilliant enough director to justify his behavior. Take it as you like, this shows going to be a hit. Everything’s gonna come up roses, baby.

The superintendent storms in to the studio, demanding that Eileen get the illegal plumber out, or he’ll call the cops. Fine, she says, then I’ll call all the other producers in town and tell them how badly your buildings are run. He backs down, telling her that if anyone gets hurt, it’s on her head.

In the hallway, Tom’s new flame, John, stops Sam as he rushes by, and asks Sam to let Tom know that he’s arrived.  Invited guests are milling about as the cast prepares and peek out from behind the curtain. Look at all the big agents, producers, casting directors, and money guys! And there’s Julia’s husband, Frank. I don’t’ see Michael’s wife or son, though.

Sam hears Bobby and Karen as they discuss the presence of a famous casting agent, and if he’s there to replace Ivy with a big star. Sam pulls back a curtain to show them Ivy sitting at her dressing table. He then bumps into Tom, and lets Tom know that Ivy overheard the discussion. She could use some encouragement , says Sam, just as John walks up and plants a warm kiss on Tom.  

Backstage, Tom talks to Ivy, and points out ‘not my boyfriend’ John, who’s right behind Sam. Ivy wants to know what Tom has against Sam. He’s just too straight, says Tom, you should have seen his face when John kissed Tom. Not so, Tom, Sam is uber gay, and has been since Ivy and Sam were tots. Tom’s gay-dar must be on the fritz, because he’s never picked up on Sam’s availability. Ivy wonders why he cares, since he’s seeing someone. Tom changes the subject to Ivy’s own feelings, and she assures him she’s super fine, no worries. Except that her mother is doing everything to undermine her, and Karen keeps getting handed everything on a plate. But other than that – she’s great! Tom assures her that she was born to be a star. Deep breath! Now let’s knock ‘em dead, kid!