We open on Karen, a young Broadway hopeful, belting out a beautiful rendition of "Somewhere Over the Rainbow." As her voice soars, the sound of a cell phone ringing interrupts and brings Karen back to reality. She's at an audition, and the director rudely takes a call in the middle of her number. Karen calls her supportive boyfriend Dev to vent about how the audition was a bust. Later, she learns from her agent that she was considered too "girl next door" for the part. Karen voices her continued frustration over not being sexy enough for any roles.
Julia arrives home to her husband, Frank, and her teenage son, Leo. Frank has news that the social worker will be by soon to follow up on their request for adoption; apparently, a new baby is in their plans. Julia mentions her new idea for "Marilyn the Musical," which Frank scoffs at; she and Tom and supposed to be taking some time off so she can focus on the adoption. Julia insists that she's just talking hypotheticals.
Tom pays a visit to his latest production, "Heaven on Earth," to see his good friend and chorus member Ivy Lynn. After 10 years on the chorus despite glistening star quality, Ivy's still desperately searching for her big break. Later, Tom has news that he just might have found that break for her: they're brainstorming "Marilyn the Musical" and want to cut an experimental demo song. He thinks that Ivy would be perfect for the track. Naturally, Ivy is elated by the opportunity.
Meanwhile, musical composers Tom and Julia spend some time together at Tom's apartment, accompanied by Tom's new assistant, Ellis. The writing team has put together some great musicals over the years, but Julia has vowed to take a break from work for a bit. Ellis browses one of Tom's coffee table books on Marilyn Monroe and suggests that she would make a great musical. But Tom and Julia write it off quickly; it's been tried before, and it was a huge flop. Plus, everything seems to be about Marilyn these days; it's a tired idea. Still, the idea festers with Julia and Tom... maybe there's something there.
Karen and Dev (who works for the mayor's office) meet Karen's parents for dinner, who are in town from Iowa paying her a visit. Karen's parents try to be supportive, but naturally, they worry about Karen's future as an aspiring actress in New York City. Dev comes to Karen's defense, insisting that Karen following her dreams isn't impractical; she's definitely going to be a star.
Ivy, Tom, Julia and Ellis get to recording the Marilyn demo, and Ivy absolutely kills it. In secret, Ellis records video of the session on his cell phone. Shortly after, Tom and Julia discover the video online and angrily fire Ellis for posting this private session for the world to see; now their musical could potentially be ruined. Julia frets that the Broadway bloggers will tear their demo apart, but the opposite happens: the video gets a mostly positive reception, and even the harshest critics are excited to see what Tom and Julia have in store for "Marilyn the Musical." When Ellis apologizes and begs for his job back, softie Tom lets him back into the project... it was his idea, after all.
Powerhouse musical producer Eileen is going through a messy divorce with her husband Jerry, during which she lost her reboot of "My Fair Lady," which was three years in the making. She agrees to meet Julia and Tom about "Marilyn the Musical" and is excited by the idea. Though people doubt Eileen can produce without her usual partner Jerry, Eileen insists that she has the financial backing to commit to a project on her own. Eileen suggests Derek Willis as a director, but Tom is appalled by the idea, as Derek is his sworn enemy. Though hotheaded and unpredictable, Eileen insists that Derek is an amazing director and choreographer.
Though it takes some convincing, Eileen gets Derek to "audition" as the director by putting together the baseball number for the musical. Even Tom can't deny that Derek hits it out of the park; the number is amazing.
They've got a great concept, but the play is nothing without the right Marilyn. Though Tom is set on Ivy as the lead, the team decides to move forward with auditions to see if they can find the perfect fit. One of those Marilyn hopefuls happens to be Karen, who wows the judges with her rendition of Christina Aguilera's "Beautiful." Karen's performance is raw and real; her genuine singing brings out the heart of Marilyn that the other candidates lacked. Though Ivy is clearly Marilyn in appearance and mannerisms, Karen is Marilyn at heart.
Karen is thrilled to get a callback for Marilyn, but she is told she needs to play up the sexiness in her next audition. Karen studies up and works on her moves with Dev, hoping to really let loose and make her inner-Marilyn shine. To Karen's surprise, later that night she gets a call from the director, Derek, asking her to come over to his apartment. The meeting clearly has sexual implications, but Karen finds a way to stand her moral ground while still showing him that she can be sexy. Karen emerges from the bathroom in just a button-down shirt and does Marilyn's famous rendition of "Happy Birthday," straddling Derek and leaving him wanting more. Karen then takes off, leaving him stunned and impressed.
Preparing for callbacks, Ivy and Karen sing their own renditions of "Let Me Be Your Star" in a musical montage. Both of them give amazing performances, as the song comes to a close.