Hi guys! It's been…like nine months since I've written on FFN. I know, it's pathetic. XD I'm actually obligated to finish a Sherlock Holmes fanfic that I started…nine months ago. XD However, I'm going off on a tangent and writing a "Smash" fic that's been stuck in my head for a while! I warn you, this is fluff at an intense level. Both of them may have gotten a bit OOC at some point, and I apologize for that…

IMPORTANT NOTE: THIS IS SET DIRECTLY DURING AND AFTER DEREK'S VISION OF KAREN AS MARILYN! IT WILL INCLUDE THE DEREK VS DEV BRIT-OFF (NOT SCRIPTED, BUT THE APOLOGY) BUT AFTER THAT IT'S ALL-ORIGINAL AND DOES NOT PERTAIN TO THE SHOW. This first chapter will be mostly a transcription from the TV show with added things, but next chapter it'll get interesante! I'm going to switch back and forth between Karen and Derek. This chapter is Karen!

DISCLAIMER: I can't even afford a pack of gum at the moment. If I can't afford a pack of gum, do you really think that I own a TV show like "Smash"? And, no, I'm not using this to make money to buy that pack of gum. XD I own absolutely nothing.

**I'm calling the dude Karen is practicing the scene prior to Derek's Vision, Jim. He looks like my uncle Jim. I'm sure he has a name in the show, but I can't remember it. XD

For Karen Cartwright, the hardest part about working as the understudy for "Bombshell" was not learning the part. Nor was it the obscene amount of choreography she was forced to retain while remembering to keep the right emotion on her face, or songs to be learned, or even the completely insane hours required to make sure that you knew what you were doing and knew it well.

Karen could handle the hours. She could handle the singing and the dancing. That was no problem. She could practice and practice until she was finally perfect at it. She could adjust her schedule so that she could make sure to get sleep and still be able to work her shift at the restaurant as well as work in "Bombshell". But no amount of practice could ever teach her how to deal with Derek Wills.

In fact, she was having trouble dealing with said man right now. She was reading through the scene between Marilyn and Arthur Miller with Jim, and even though she was trying to act as much like Marilyn as possible, it still wasn't enough for Derek. It was never enough. He was once again criticizing her acting, her movements, her everything.

Accurate words or phrases to describe Derek were scarce; in fact, she didn't believe that there were any. But a few that always came to mind were tyrant, Dark Lord , jerk, insane, infuriatingly seductive, condescending, sarcastic, and her personal favorite: self-absorbed British nincompoop. Not only was he all those things, but he was also selfish, cruel, and demanding. He was a piece of work if there ever was one. She didn't really hate him, but she could definitely live without him if she had to.

Sometimes, the nice side of Karen would win out and she would see some good things about Derek, like how he could sometimes overcome his overwhelming ego and lower himself to Karen's level to explain something, and…well, actually, that was all she could think of.

Karen would be lying if she said that she wasn't attracted to him. What, with his surprisingly sexy hair, his handsome face, and his lopsided smirk, the real question was: who on Broadway wasn't attracted to him? And not to mention the accent. She was actually disappointed in herself that she found this angry British sea slug attractive, but she wasn't fazed. His personality was rated so low in her book that there was no chance of her ever being friends with him, much less allowing herself to ever have affection towards him. She smiled. Nothing to worry about.

"Karen, we're starting the scene over," Derek droned from his seat at the table that faced her and Jim, jarring her from her thoughts.

She nodded curtly and stood at her mark by the chair where Jim was sitting, resting one hand on the chair's arm, and her paper for the scene in the other.

"Alright…go," Derek commanded, boredom in his green-hazel eyes.

With a small frown, Karen began reciting her lines using her best Marilyn voice: "Men in dresses," she smirked, posing uninterestedly and throwing the paper on Jim's lap. "Who's going to pay to see that?"

Jim drew in a deep breath and looked at her, his eyes wary. "Cross-dressing in the theatre has a long history, all the way back to the Greeks." He paused before saying in a much more adamant voice, "The stage wasn't considered a proper place for a woman. The home was their proper sphere!"

Before Karen could even think of her next line, an annoyed British accent was barking in her ear. "Karen, move!"

Startled, Karen automatically apologized, lowering her eyes to the floor. "Sorry, sorry…" She paused, her eyes flitting to Derek. She suddenly realized that this would be the perfect time to think like Marilyn. Derek was always telling her not to act like Marilyn, but to be her. Maybe he would appreciate her effort.

Set on her plan, she shrugged. "I just…can't believe he says that. It's so dumb."

The entire room seemed to go silent. The dancers huddled around the piano stopped gossiping, the women on the floor stopped stretching and stared with open eyes and mouths on the floor. Even Jim seemed surprised. Karen was a little put off by the suddenly soundless space, but she kept her composure.

Derek narrowed his eyes furiously and stood up, anger radiating off him in waves as he started to walk slowly and dangerously towards Karen. "What?" His voice was frighteningly quiet and laced with barely contained fury, his face a mixture of anger and disbelief.

"The thing about the Greeks. Like what I need right now is a stupid lecture." Karen replied. Now, it was less Marilyn speaking, but Karen speaking. It was as if her mind had been waiting for this moment. All her pent up anger from the last three months of being dragged on a physically exhausting emotional roller coaster by the musical (a big part of that being Derek's fault) was being conveyed to her bastard of a director finally, in the guise of Marilyn Monroe.

Derek scoffed in irritation. "Just do it," he spat, turning around and grabbing papers off the desk, obviously incensed.

This just added to Karen's frustration. She was acting on his advice! "I'm trying to think like Marilyn," she protested. "And you're not exactly helping. Could you at least try and listen?" She frowned heavily, crossing her arms and waiting for a condescendingly evil remark on Derek's part that would no doubt just frustrate her further.

For once, Derek seemed to be at a loss for words. He looked up with painful slowness, his eyes wide and full of something that Karen could not place. She almost stopped right there. The look on his face was so different, so completely "un-Derek". His eyes looked like saucers, wide, surprised, and nearly glazed over. His mouth was ajar, and his normally furrowed eyebrows relaxed. It was what was in his eyes that confused her the most because she couldn't discern anything from it.

His voice was quiet when he spoke, and devoid of any feeling. It was as though all the emotions in his body had flooded his eyes and left the rest of his body limp. "And yet, I need you downstage."

A little unnerved but still impassioned, she continued on. "I don't care where you need me…your blocking stinks. And you know what else? I don't appreciate that crack about the home being a proper place for a woman. It sounds like something Joe would say. Besides, I want to stay home. I…"

Karen continued to look at Derek's face. If anything, he looked more surprised than before. It's probably because he isn't used to people standing up to him. She wasn't sure if it was because she was talking back and he was waiting to go absolutely ballistic on her at the end of the practice, or if he was staring at her for some other reason.

She motioned to Jim and walked towards him. "I want a life with this guy. I'm trying to have a baby with him, and all he wants to do is put Marilyn back to work." Her mouth quivered with emotion as she searched Derek's face for a response; anger, surprise, any clue to what he was thinking and feeling about her, about her outburst.

As she looked into his hazel orbs, she nearly panicked when she saw what was there.

Derek was looking at her the way he had been on the night of the "casting couch". The longing, the surprise, the awe…it was there. And yet, it was different. Actually, it was much different. It was not so blatantly sexual, so full of confidence or desire. There was no cocky, smug grin on the British man's face. He was just looking at her. Only at her.

This was not love, nor affection, she convinced herself. Derek Wills does not show either, and certainly not towards her. Besides, she told herself, that isn't how it looks when a man looks at the woman he loves. That's not how Dev looks at me, and Dev loves me. This is something else.

Karen was not blind to his previous actions, or her own. She had noticed the way he looked at her, the way the sparks flew when he danced with her…the way that whenever he smiled at her, she couldn't' help but smile back as the ever cliché butterflies flew around in a typhoon in her stomach. She despised him for making her feel this way, like a lovesick teenage puppy dog. She was in love with Dev. Dev was the one who was supposed to make the butterflies swirl in her stomach and make her feel like a lovesick puppy dog. He did…but it just wasn't the same.

Shut up, Karen! She mentally scolded herself for even letting herself go off on a mental tangent about Derek, and looked back at the shocked expression that was still plastered all over his face.

"Derek?" She asked nervously, trying to break him out of his trance.

Still no response.

She tried again, stepping towards him gingerly. "Derek? Derek, hello? Are you alright?"

His eyes snapped back into focus, and after gazing at her with that strange look in his eyes once more, he cleared his throat and looked down at his papers. "Uh, yeah, fine. I'll…I'll…" He stuttered a bit before collecting himself. "I'll put you nose to nose, see how that works." All traces of anger were gone from his face. He was being remarkably compliant, and it was freaking Karen out.

Karen raised her eyebrows. Maybe I should act like Marilyn more often. "Do you want me to write that down?" She asked, almost hoping that Derek would go back to his normal malevolence and cruel sarcasm.

He shook his head no and sat back down. "Uh, no. Linda's got the blocking." He cleared his throat again and picked up his pencil so he could make more notes. "Let's just forge ahead." He resumed scribbling on his diagram.

The dancers were sniggering in the background at Derek's sudden meekness, and Linda and Jim were looking at him strangely.

Karen stole a couple more confused looks at Derek before getting back into place.

The next four hours went by quickly. Derek barely spoke. He didn't make any of his normal wisecracks, nor did he make fun of Karen or any of the dancers. He barely even changed anything. He just scribbled endlessly on his stupid papers. At the end of practice, he got up and left without saying one word to anyone, not even Linda, leaving Karen even more puzzled than before. What was wrong with him? Had she caused all of this with her outburst?

Karen, Jim, and the rest of the dancers packed up quickly. Most of the dancers stayed behind, no doubt to chatter about Derek's strangeness. Karen hurried off in front of everyone, desperate for a moment to collect her thoughts. However, Bobby caught up to her as she was stepping in the elevator.

"Iowa, we need to talk," he said, smiling at her slightly and getting in next to her.

"What is it?" She wasn't really in the mood to talk about anything, especially Derek.

He raised his eyebrows as the elevator doors closed. "Honey, I think you know."

Karen narrowed her eyes in exasperation. "I really don't want to talk about it now."

"Well, you need to," he countered, leaning against the elevator wall and giving her a knowing stare.

"Bobby—" she protested.

"If you don't want to talk about it, then I will," he said, fixing on her with that stupid knowing stare again. The elevator bell dinged brightly and the two of them walked off into the dark New York night.

"Iowa, the Dark Lord was making eyes at you." Bobby grinned as he fell into step next to Karen.

Karen scoffed and rolled her eyes. "Bobby, he was not making eyes at me. He just wasn't used to anyone standing up to him."

Bobby snorted. "Are you kidding me? He couldn't keep his eyes off you!"

"Darth Derek? Please. He's sleeping with Ivy! And he knows I have a boyfriend," Karen replied, drawing her scarf around her neck tightly and walking a little quicker. It was freezing!

Bobby grabbed her shoulder and whirled her around to face him, laughter in his eyes. "Why are you so uptight about this?"

"I'm not uptight about it!" Karen grumbled. "He's just…confusing."

Bobby smiled. "That's how the Dark Lord works." The laughter changed to genuine concern for a moment. "Don't let him get to you. He's always, well…like that."

Karen sighed and began walking down the cold pavement again. "Like what? He screams at every girl that makes a mistake and then stares at them like a lunatic when they argue back? And he's not getting to me!"

Bobby followed her, quickening his pace to match hers. "He is getting to you, Karen. It's not exactly a secret."

Karen abruptly stopped and wheeled to face Bobby, her eyes wide with surprise. If he called her by her given name instead of Iowa, he meant business. "What do you mean that it's not exactly a secret?"

"Oh, come on. We've been talking about it for weeks! You absolutely light up like a freaking lamp when he so much as talks to you. And he obviously likes you," Bobby stated matter-of-factly, crossing his arms.

Karen groaned, smacking her hand to her head. "Bobby, you guys know I have a boyfriend. A boyfriend whom I love and adore very much. Derek Wills, no matter how good looking he is, will never be a factor in any of my relationships, and that is final! He's sleeping with Ivy, anyways."

"You already mentioned that," Bobby pointed out.

Karen closed her eyes, exasperated. "I know, but it's important! He has her, and I have Dev. It's not like that between us. We are not, and we will never be, a couple."

"But you'll at least sleep with hi—"

"Bobby, go home!" she commanded, miffed at his constant badgering. She hailed a taxi, desperate for any excuse to escape the dancer.

Bobby sighed, a little sadly, and grabbed Karen's hand gently. "Just remember, Iowa. Doing the dance with the Dark Lord always has consequences. It doesn't matter if he's just staring at you, or sleeping with you. He'll find a way inside your head. And I'm sorry for that."

"But he's sleeping with Ivy!" Karen practically screamed as she got into the cab.

Bobby offered her one more smile before walking away. "Since when has that ever stopped him?" She heard him laugh as he continued on his way home.

She gave the driver her address and then sunk down into the seat of the dingy cab stinking of cigarettes to think. What Bobby had said worried her. Not only was it frightening that all the dancers were talking about her and Derek, but now she was afraid of him getting inside her head.

He's already inside your head, a little voice nagged at her.

Shut up. She willed it. Derek Wills is a sorry excuse for a human being, and he is dirty, manipulative, and cruel. I won't let him in.

The voice laughed at her. He's as much a part of your life as Dev, if not more.

I love Dev! Karen screamed at it. Derek is just my director.

The voice scoffed. You remember that night at Derek's apartment? You wanted it, and he wanted it. Why did you stop?

Because I'm loyal to Dev,Karen countered proudly. Because I love Dev.

You were just afraid of it. You're afraid of the sex, just like he says. Just like Derek says. It taunted her.

She scrunched her eyes tightly, begging for the voice to go away. Thankfully, she was so tired at that point that another argument with herself was nearly impossible.

The cab soon reached her and Dev's apartment. She hastily got out and paid the driver and after a hurried thank you, she made her way upstairs.

After unlocking her door, she looked around for Dev. Instead she was greeted with a note written in her boyfriend's rounded handwriting.

Darling,

I had to go with R.J. to work on a job. I may be home a bit later than usual.

All my love,

Dev

After reading it over a couple times, Karen crumpled up the note and tossed it in the trash. It's awful late to be working on a job…and of course it's with her. Stupid R.J.

Angered by just the thought of Dev being with R.J., Karen decided that she needed to remind Dev whom he was meant to be with…and she knew just how to do it.

She practically bolted into the bedroom and leaped into the closet, searching desperately for her new racy black lingerie that she had bought at Victoria's Secret yesterday to surprise Dev when he got home. She threw off her clothes and leapt in, making sure that she had just the right amount of sex appeal to make sure that Dev was drooling. She sauntered into the bathroom and freshened up, then ran out to examine herself in the mirror.

Gazing at her reflection, she couldn't help, but feel sexy. The tiny dress hugged her curves in all the right places and covered just what needed to be covered without making her look trampy.She practiced her best seductive smile, striking a couple poses for effect. Look, she thought jokingly as she tried an angry-yet-sexy look. I'm Derek Wills. Then she adjusted the straps to make sure that they were just balancing on the edges of her shoulders and hiked it up a bit so it showed more leg. Satisfied at it's appearance, she smoothed out the skirt one last time. Now, I just have to wait for Dev!

As if on cue, someone suddenly rapped on the door.

Grinning and excited to surprise Dev, she hurried to the door and yanked it open before turning around and giving the man in the doorway a tempting view of her exposed back. "Forget your key?" She asked in her best Marilyn impression, making sure that her voice was breathy and dripping with lust.

When there was no answer, she peeked over her shoulder.

Derek Wills was standing in the doorway, hands behind his back and an infuriating grin plastered over his face.

She panicked a little and quickly grabbed a jacket off the coat rack and pulled it on. "Woah!" Not now. He can't be here. Not now, Derek! She tried to clear her head. "Uh, wow, sorry." Even her apology was lame!

He raised an eyebrow and gave her a sexy little grin that made her stomach clench. Damn it! Not now…

"Marilyn's coming home with you, I see." He pointed out, his eyes bright with mirth and his voice filled with barely contained laughter. He stepped inside, walking past Karen and leaning against the island. He crossed his arms and gave her another one of those infuriating grins.

She was confused. Very confused. First, he stares at her strangely and then completely ignores her, then he shows up at her doorway at 8:30 at night with charm just oozing from his pores. "I guess so," she responded slowly. "What can I do for you?" She asked with forced calmness.

"I just had a call from Eileen," he explained. "Rebecca's going to be turning up sooner than we thought. She'll be at rehearsals tomorrow."

Karen, though glad that Derek wasn't at her doorway for other reasons, felt a heavy weight in the pit of her stomach. Her time as a star was coming to a close. Even though she was glad that she had the chance to work as a leading lady in a Broadway show (even if it was only a workshop) she had enjoyed and cherished every minute of it. Even the minutes spent with Derek. I guess it's over then…no more being Marilyn. All she could manage was a tiny, "Oh."

As if sensing her sadness, Derek caught her eye and offered her a slight upturn of his mouth. "You did some great work, Karen," he said sincerely. "The show's better off for it." His voice was so quietly earnest, so straightforward, that it caught Karen off-guard.

"You came over here to tell me that?" Karen asked nervously, hoping that he wasn't planning something devious.

He nodded and took a deep breath. "Yes I did." He paused slightly. "I, um, I…I also wanted to apologize." His eyebrows were furrowed, and he had a slight frown on his face.

"For what?" She was even more befuddled now. Derek Wells apologizing? It was nearly unheard of!

He didn't respond at first, he just stared at her with a devastating stare and a wry smile. "Oh, I think you know." When she didn't immediately respond, he explained, "That night in my apartment?"

Karen smiled grimly. Of course he brings it up now. As if I haven't been torturing myself about it since it happened.

He launched into a very Derek-esque rant. "Look, I'll admit I made certain assumptions based on a hard-wired set of personal experiences," he explained, drawing in a deep breath as if this were physically paining him, "which, to be fair, befall many a director of note…" He trailed off before finishing quietly with his eyes on the floor, "But that doesn't make them warranted or justified." He looked like a ten-year-old boy who had just been reprimanded by his mother.

Karen couldn't help but smile. "That's the apology?"

He smiled a beautifully genuine smile that made her skin tingle. "Don't expect miracles." The sarcasm was back. He sighed, "But come expecting to work tomorrow. You're not going to be benched until she turns up in the afternoon." He made his way to the doorway. "We'll be looking at act two." He paused in the doorway suddenly but didn't say anything. He just looked at her with a small smiled on his face and that stupid look in his green-hazel eyes again.

Karen didn't know exactly what to do. One part of her wanted to slam the door in his face because she couldn't stand him, because he had caused her inner turmoil and made her time as an understudy hellish. The other part of her wanted to defy all sanity and kiss him, to run her hands through that annoyingly never-be-tamed hair, to smell that stupid cologne that she sometimes got a whiff of when they were dancing. It was nearly overpowering. She stayed rooted in place, just staring at his handsome face nervously, trying desperately to avoid meeting his gaze.

"I'll see you tomorrow." Derek's voice pulled her out of her trance, slamming her back into reality. He gave her another overwhelming smile and left as quickly as he'd come, shutting the door behind him and leaving Karen to her thoughts, much to Karen's dismay.

She turned around slowly, a look of horror slowly creeping on her face. Bobby is right! I am letting him get to me! This can't be happening. You cannot stand him!

And Dev.

This was the dealbreaker. She couldn't cheat on Dev, even mentally. It wasn't right. She loved him, she knew it that she loved him, and Derek could not come between them,

The nagging voice that had tortured her in the taxi returned. Oh, shut up about Dev. He's got R.J. You're fine without him.

Shut up! That's all lies! I've told you, I love Dev! She bellowed at it.

If you really were in love with him, you'd stop having perverse fantasies about your boss and you wouldn't have to argue with me. The voice spat triumphantly.

Not now. You cannot do this to me right now.

You wanted to kiss him, Karen. That isn't anyone's fault but yours. The voice cooed. It laughed mockingly.

Karen ran into the bedroom and flung herself on the bed, desperate to escape. It was then she heard two British voices that she knew very well raised in anger. She hopped off the bed and peered out the window.

Derek and Dev were in a fistfight outside the apartment, and they were both screaming at each other.

Oh, crap! She bolted downstairs until she was face to face with both of them. Dev had slammed Derek onto the hood of a car and was about to slam his knuckles into Derek's already bleeding face.

"Dev!"