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In the third episode of "Smash," we're three weeks away from the start of rehearsals for the workshop of Marilyn the Musical, says director-choreographer Derek Wills, and only half the book is written — and only eight songs. Maybe sex is distracting him (and the other creatives) from being productive. Derek is getting a good amount of action, visiting his leading lady, Ivy, at her place nightly. He claims leaky gas pipes and construction work prevent him from inviting her over. (Likely story. Didn't Sir Henry Irving use this same excuse back in the gaslight days?) An insecure Ivy asks if they could get together to "work on" crafting her performance as Marilyn. His "joking" that they're already working on the part, horizontally, does not sit well with her. He then assures her that he'll have his assistant put her on the calendar for a work session. When a lover books a meeting with you through an assistant, it is not going to end well. Ivy wonders aloud to fellow Heaven On Earth chorus girl, Jessica: Would I have gotten the part if I didn't sleep with Derek?

(In contrast, Karen Cartwright, the newcomer who lost the role to Ivy but has been invited into the ensemble of the workshop, says this about a weekend trip to Iowa for a baby shower: "For two days, I'm not even gonna think about Broadway!" Really? In losing the lead, the she's not fully grateful for the workshop chorus part until she has to explain its importance to her parents, who hope that her day-job will be held for her. Karen demonstrates throughout the episode that she's nothing if not a good sport.)

Despite her decade in the trenches, Ivy has not lost her kid-like enthusiasm for shows. She still hangs show posters in her bedroom; that's a framed Heaven On Earth window card above her headboard. Talent may be on her side, but taste is not always evident.

Derek, in an act of sympathy or sexual appetite or professional insurance, invites Karen for a drink at the front bar at SD26 (that's San Domenico, the fine Madison Square Park Italian restaurant known for its Uovo plate — soft egg yolk filled raviolo with truffled butter) and tells her that she shouldn't be too upset about the ensemble offer. "Life is long, theatre is longer," he says, indicating that it sometimes takes five years to get a show up, and a lot can change. This is the first indication we get that perhaps Season One of "Smash" will not end with the Broadway premiere of Marilyn the Musical, no matter what sort of fast-track producer Eileen Rand wants to put the show on.

Derek and Karen's drinks meeting is interrupted by a visit from Karen's jealous but decent beau Dev, who reveals his surname (Sundaram), gives her a deep kiss and engages in some competitive banter with fellow Brit Derek about accents, upbringing and education: Derek, from South London, is Cambridge-educated, Dev is third-generation Brit of Southeast Asian heritage, and an Oxford grad. (Smooth actor Raza Jaffrey, who plays Dev, starred in the London production of Bombay Dreams and was a Sky in the London production of Mamma Mia!)

Some highlights of (and comments about) Episode Three:

COCKTAILS FOR TWO: The Eileen Rand Drink Splash (a Manhattan right in the face) appears twice in this episode. Her ex, Jerry, gets soaked in the kisser both times. You can't help hoping that in a future episode we'll get a good monologue about the genesis of the splash. Surely her ex hasn't been the only victim. I imagine it began at Barnard, when Eileen was an undergraduate dating a jazz musician. In some rathskeller, he said something unkind about her pageboy haircut and she threw a Budweiser in his face. Possible? By the way, one of the splashes in this episode occurs at Daniel, the elegant Manhattan restaurant. And, yes, that's actually real-life Broadway producer Emanuel Azenberg meeting with Eileen to discuss financing of Marilyn. Manny is best known for his connection to the plays of Neil Simon over four decades, and for producing Movin' Out. Jerry helped line Manny up for his ex, reminding Eileen that Manny's "one of the last great theatre producers." But Eileen's is a solo producer now, shedding philandering Jerry. "No disrespect, Eileen," Manny concludes, "but I'm just more comfortable dealing with [Jerry] on the business side." Broadway's two-time Tony nominee Lewis J. Stadlen (1974's Candide, 1996's Forum, plus Minnie's Boys, Laughter on the 23rd Floor and The People in the Picture) plays another investor who says no. Lacking support from the traditional money community, Eileen is seen selling jewelry in the episode; she'll likely get more creative in the future.

LUNCH FOR TWO: Dennis, the chorus boy from Heaven On Earth, invites Tom, the composer of Heaven On Earth, on a lunch date (to the back garden at Cloister Café in the East Village) and reveals his interest in dating Tom — and the news that that Ivy is sleeping with Derek. Tom is flattered by the attention but thrown by the Ivy-Derek revelation. Knowing that Ivy got ahead sleeping with Derek, is this Dennis' Big Move? How is it that Tom (talented and successful in the wide-open, gay world of musicals) is single and alone? To be revealed, we imagine.