The workshop starts with Ivy as Marilyn and Karen in the ensemble. Ivy's upset that no one told her that Karen was going to be in the show and feels threatened. Ivy gets both Tom and Derek to push Karen out of numbers. Karen is upset when she finds out that Ivy and Derek are sleeping together. When she gets kicked out of a number, she takes it out on another dancer. In the end, Karen is taken in by three of the other ensemble members. They help her learn how to tone down what she does to succeed in the ensemble.

Derek throws a party for Lyle West, a former Broadway star, who is now a successful TV actor. Eileen convinces young Lyle to give her money to fund the musical in exchange for her Degas as collateral.