Everybody flips for the number, except Tom, who is straining to keep from giving Derek the satisfaction. Of course, the minute Derek delivers a lukewarm word of praise for Ivy's performance, Tom suddenly says she was "brilliant." This is going to be a long process with these two. And before you go thinking this is all a Tom problem, note that Derek later complains to Eileen about the way Tom fawns over his leading ladies, concluding that "Gay men piss me off." Wonderful!
Meanwhile, Tom and Julia return to his apartment to find Ellis sitting glumly on the curb. Aw, Ellis is a dreamer -- he worked props on his high school's production of Tom and Julia's first hit musical. Tom's heart gets soft on the poor kid -- who just wanted to be part of something beautiful or whatever -- and while I love Tom's generosity of spirit, I do so enjoy that Julia just does not like this kid and doesn't want him around.
At the open call, an entire hallway full of Marilyns take their turns delivering clichéd impersonations. Karen is just about the only one who didn't arrive in costume, and she frets that she "can't do sex." Dev reminds her that Marilyn wasn't about sex but looooove. Okay, enough.
Meanwhile, Ivy runs down 45th St. and makes it just in time. Derek is bored by the auditioners; he wants Scarlett Johansson (who must have just won her Tony award when this script was written) or someone similarly famous. Someone hilariously suggests Kristin Chenoweth -- hey, I love her too, but as Marilyn, it's pretty funny. Tom once again stumps for Ivy -- who is currently puking (nerves? bulimia?) in the bathroom -- but Derek stresses that he doesn't want a "pro," he wants an "icon." Something tells me what he really wants is someone who's not Tom's pet actress, but whatevs.
Predictably, Derek takes an immediate liking to Karen, which makes Tom roll his eyes. She performs Christina Aguilera's "Beautiful," as you've seen on all the promos. It's not quite the showstopper the show thinks it is -- how could it be after years of appropriations on televised singing competitions? -- but Karen's voice is clearly something special. Not to mention how she gets the drums to kick in even though there is no drummer at the audition! Derek's already picturing her on stage, but in Karen's mind she's auditioning only for Dev. Man, it will be a bummer when they inevitably break up. Ellis is totally into Karen -- everybody is, really, except Tom.
So both Ivy and Karen get a callback, and while Ivy has a realistically awkward conversation with mom on the phone, Dev helps Karen pick out a sexy outfit, since that's what they want to see at the callback. They watch old Marilyn movies, try to glean what they can, and let the sizzling sexual chemistry between Marilyn and Tony Curtis inspire them to some sexy times of their own.