Tom tells Julia that Ivy knows two thirds of their songs, but Derek won’t listen. So they’re still at the same place – no ‘Marilyn’ and no song. She’s thinking about something good, that’s bigger than the bad. She’s inspired, and begins to write new lyrics.

Karen’s frantically changing costumes backstage as they continue rehearsing the show. Dev sits in the theatre, smiling. She rehearses the USO production number, as Ivy watches from the wings, picturing herself singing the song. When the song ends, Derek tells her it was terrific. Ivy walks up to Derek and asks him why it wasn’t her on stage. She knows the show as well as he does. She worked with him night after night. It doesn’t make any sense. If it was going to be a nobody, why not her?

Derek doesn’t want to talk about it now. But he says that he can’t help it; he ‘sees’ Karen as ‘Marilyn’ in his head. Karen just has something that Ivy doesn’t. Ivy tearfully, and sarcastically, thanks him for being so honest.

As she walks away, Dev approaches and asks her if she’s found the ring. She says she hasn’t, and then runs backstage to the chorus’ dressing rooms. She looks at the photos on Karen’s table, then rummages in her purse, pulling out the boxed ring.     

As Linda tells Derek about a costume problem, Eileen tells Derek that the USO number was the only one Karen got right today. She can’t learn the whole show in one day. He ignores her, shouting out lighting instructions. Eileen blows up, saying she has seven million dollars invested in the production, and wants a conversation right now. She says Karen can’t do it. Karen hears Eileen’s words, and goes to the dressing room, where she collapses.

Karen sees the ring box on her table and asks Ivy who put it there. Ivy says she did. She wasn’t even going to tell her, when she realized Dev had asked her to marry him, but he left it … in her room. Men are men. He took her out to dinner, bought her dinner, gave her a ring – it’s very Joe DiMaggio of him. Karen’s angry, and tells Ivy to stop talking about ‘Marilyn,’ this is her life. Did Dev sleep with ivy? No, she won’t believe it. Ivy asks her why she’d make it up.  Karen storms out, and into the audience where she confronts Dev.

Dev asks her where she found the ring. She wants to know what Ivy was doing with her engagement ring. He says it must have fallen out of his pocket when he was in her room. He slept with her because he thought they were over. He was drunk, it was a mistake. He thought he was losing her. As angry as she is, he’s talking quickly, trying to make her see that they’ve come through a bad time, but they need to keep going together.

Linda, Derek and Eileen have been watching the argument. Linda tells Karen they need her on stage. Dev says they just need a minute. Karen says that they don’t, and heads for the stage.

Eileen tells Karen they want her to know how much they appreciate all her hard work. Derek says Karen and he will talk about the costume change problem, then begin working on Act Two. As they walk away, Eileen calls to Derek. He returns to Eileen, saying that he’s an artist, and this is his vision. No one will get in his way. If she wants a hit, then she must be quiet, and he’ll give her one.

Karen sadly watches Dev leave the theatre. Eileen looks up to see ex-husband Jerry standing at the entrance. Jerry asks Eileen what’s going on. She’s putting in an understudy, with an ending that hasn’t been finished? How many millions is she in the hole? Eileen says it’s none of his business. He says he’s there to help. She tells him to go away. He says he bought a ticket, he’ll see her tonight.

Tom’s hiding backstage. Sam finds him. Tom asks Sam to tell him why they do the theatre thing. Sam tells him it’s about the art. “Art is a sick compulsion. Art is an ego gone haywire,” says Tom. Sam replies, “Art is beautiful.” It brings joy to everyone. And now Tom should get back to work.   

Tom fools around with different sounds on his keyboard, including a gospel organ sound. Julia says there was nothing gospel about ‘Marilyn.’  They bicker.  Julia’s worried that Karen can’t play ‘Marilyn.’ The show will be a disaster. Julia says she’s not feeling well, and leaves. Tom waits outside the ladies room, wondering if Julia’s alright. She’s vomited, and that’s weird, because the last time she vomited, she was pregnant with son Leo. Oops!

As Karen waits backstage for her cue, she remembers introducing Dev to Ivy, and that they both pretended not to know each other. She rips the wig off, and runs away. As Derek yells for her, Linda tells him that Karen’s left. She just left.

Linda runs down the stairs, and asks Tom and Julia if they’ve seen Karen. They haven’t, and Linda has to tell them that Karen’s missing.

Eileen finds Lyle West waiting for her in the lobby. He’s brought back her Degas painting, which she’d traded with him for the musical’s seed money. She says she can’t take it back; the shows in trouble and her assistant tried to poison the star with peanuts. She’s not sure what’s going to happen next. Lyle asks her what happened to the gorgeous blond that was playing ‘Marilyn’ before – she was spectacular. Eileen agrees that she was.

The chorus gossip in the dressing rooms. Could Karen be cracking? Ivy pretends not to know what’s caused Karen to bolt. Bobby says it’s easy to understand, what with the pressure of the show, but he knows that Ivy wouldn’t bolt in the same circumstances.

Derek finds Dev outside the back of the theatre. Dev’s trying to call Karen. Derek asks him if he’s seen Karen. Dev says it’s none of his business, but Derek says it is his business. He doesn’t care what’s going on between them, but Dev needs to back off, and let Derek get her through the show. The show is who Karen is. She’s Derek’s now.

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