Things are tumultuous behind the scenes at "Bombshell" rehearsals. Derek is clearly annoyed by Eileen and Jerry and Tom's creative takeover of the show. Jerry is butchering the artistic merit of the production, favoring outlandish set pieces - like a plane - over the subtle nuances of performance. And it's driving Derek and Julia mad. Elsewhere, Karen takes advantage of her day off by helping Jimmy and Kyle set up at The Fringe Festival. The room is cramped, but Jimmy is optimistic, so much so, that he breaks into "This Will Be Our Year" by The Zombies. Before he can finish the song, a tech bursts in and tells them to keep it down - there's a performance going on upstairs. Karen goes back to "Bombshell" rehearsals.
At the studio, Karen runs into Ivy on the elevator, who lies about how wonderfully her rehearsals are going. When the doors open on Ivy's floor, the visible chaos paints a different story. "Liaisons" is surviving because of Terry Falls' involvement, but his creative vision is more like a nightmare. Ivy realizes she's on a sinking ship. At "Bombshell" rehearsals, Karen sings "Never Give All the Heart." It's beautifully emotional, but when it's over, Jerry suggests that be the song they cut for time. Julia and Derek are incensed by this idea, but Jerry knows Karen isn't a star yet, so it's best if they substitute her singing on stage alone with more technical pageantry. Julia stomps out in a fit.
Derek discovers Karen has been working on The Fringe Festival performance of "Hit List" during her free time, as does Jerry, who's not too happy about the revelation. The entire marketing campaign for "Bombshell" revolves around the Broadway debut of Karen Cartwright, and if she's in The Fringe Festival, the producers can't run with that storyline. Jerry tells Karen she'll have to choose, but she can't be in both. When Karen tells her friends at The Fringe, Jimmy in particular feels betrayed. He thanks her for telling them six hours before the show and also for choosing her career over her friends. A real classy move, Jimmy says, but what choice did Karen really have?
Ivy comes to Derek for help. She's convinced her show will be the death of her career, but Derek tells her to just play her role like it ought to be played and drown out all the rest. It's helpful for Ivy, but Derek realizes it's advice he hasn't taken to heart with his own production. Elsewhere, Julia talks to Peter about her frustrations with "Bombshell." Peter just got a job on a new play at the Royal Court and wants Julia to come with him. It's a compelling offer, but she worries about leaving Tom, who's busy trying to convince Eileen and Jerry to keep "Never Give All the Heart" in the show. They strike a deal: if Tom can make the song more compelling, Eileen and Jerry will consider keeping it. The problem is he has almost no time to fix it.
Outside of The Fringe Festival, Karen runs into Cynthia, Ellis Boyd's ex-girlfriend. Cynthia casually mentions Ellis left Boston to take a job with Jerry Rand producing "Bombshell." Karen leaves, trying to figure out how Jerry and Ellis are working together. The next day, Jimmy is so distraught by last night's miserable debut of "Hit List" at The Fringe that he doesn't want to show for the next performance. Kyle tries to explain their obligation to the ticket holders, but all Jimmy wants to do is get high. Julia informs Tom that she's mulling over the opportunity to go away with Peter. Tom thinks Julia is running away the minute problems arise and tries to remind her of their initial passion for "Bombshell." Tom promises to get Julia's song back into the show; he just needs a chance.
The next day at rehearsals, Tom advises Karen on a new approach to her song "Never Give All the Heart." Instead of playing the lyrics tragically, Tom wants Karen to sing it as a cautionary tale, with a sense of empowerment. Karen's not so sure, but the producers love the new version and encourage Tom to continue working with Karen. But this infuriates Derek, as he feels his talents as a Tony Award-winning director aren't being appreciated. Because his vision has been compromised, Derek quits the production once and for all.
Karen and Eileen try to convince Derek to stay, but he's sure of his decision. After he leaves, Karen asks Eileen about Jerry's involvement with Ellis Boyd. Eileen doesn't respond, other than to cryptically say, "Don't bring this up with anyone else." Elsewhere, it's press day at Ivy's show, "Liaisons," and the reporters in attendance are slowly dying inside watching the dreadful performance. With little to lose, Ivy lets lose when she sings "A Letter from Cecile," and everyone in the room loves it. Everyone, that is, except for Terry Falls. Afterwards, Terry tells Ivy they have to cut her hit song, since he has to be the funniest person in the show and can't risk her outshining him. She's destroyed.
At The Fringe Festival, Jimmy shows up 30 minutes before the performance to grab his things. Before he leaves, Karen rushes in, apologizing for what she did. Rehearsals for "Bombshell" have been demoralizing, and Karen's begun to question why she's even performing to begin with. At the end of the day, she realized the only place she wanted to be was on stage, singing with Jimmy. She leaves, but not before telling Jimmy to put on the show not for himself, but for everyone else involved.
An out-of-touch Terry finds Ivy crying in the stairwell. She opens up to Terry about how terrible the show and Terry in it both are. Ivy tells him how wrong his choices are, and - despite the threat of being fired - she complains about him cutting her song. The act of honesty is such a new experience for Terry, who greatly appreciates it. Since he's so famous, nobody tells him the truth anymore. They just always say yes. He lets her have her song back. At their next rehearsal, a brand new Terry asks the cast to offer up their feelings about the show. Though at first reluctant, when the cast does vent their frustrations, Terry takes the critiques to heart and immediately changes course. The cast is ecstatic.
Julia and Tom go to a Chinese restaurant, their usual dinner choice when theyâ��re depressed. Only, this time, Tom's not depressed. He's convinced Derek was the toxic part of their production. Eileen shows up with damning proof that Jerry was paying Ellis for information so he could shut down the show and take it over himself. Eileen vows to resume control of the show and asks Tom to direct it. He knows it better than anyone else. Eileen offers Tom the position, asking him if he'd like to save the show. He smiles.
At The Fringe Festival, Jimmy begins to sing on stage to an audience that looks less than enthused. Suddenly, Karen shows up in the crowd and sings her part. The two sing "Heart-Shaped Wreckage" and receive an uproarious applause when they finish. The fortunes of "Hit List" are instantly reversed. Having seen the performance, Derek offers to direct it moving forward just as a bigwig musical producer approaches them about funding it. Outside, Karen tries to have a heart-to-heart with Jimmy, but he doesn't want anything to do with her and leaves her out in the cold.