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From the opening scene of the pilot episode of "Smash," creator Theresa Rebeck's new scripted musical drama series on NBC, you know how the show is going to be delivering its songs — with a great sense of passion, whimsy and dramatic surprise, and an emphasis on how songs flourish in the imagination of writers, performers and listeners. Like the film version of "Chicago" — which was executive-produced by two of the executive producers of "Smash," Craig Zadan and Neil Meron — the series about the making of a fictional Broadway musical about Marilyn Monroe will show us what's going on inside the heads of its stage-struck characters.

	Megan Hilty
	photo by Will Hart/NBC

At the top of the pilot, "American Idol" veteran Katharine McPhee, as the 24-year-old aspiring actress Karen Cartwright, appears on a deep purple stage with starlight surrounding her as she sings a lushly orchestrated rendition of "Over the Rainbow." It's interrupted by a cell phone, and the scene suddenly snaps to a gritty rehearsal studio where Karen is singing for a joyless director who answers the call during Karen's audition. "Welcome to the theatre," as Margot Channing once said in "All About Eve" and its musical version Applause.

This new 21st-century look at modern musical theatre has two faces for Eve, and they both appear before the opening credits. That distracted director doesn't need to see more from Karen, and the actress collects her sheet music and storms into a hallway of waiting actors. Next up at bat for the part is Ivy Lynn (played by Wicked and 9 to 5 veteran Megan Hilty), a 10-year member of the chorus who is ready for her tipping point (or tapping point) and the next level — a principal role. Blonde and with dangerous curves, she's got all the confidence that Karen doesn't. Neither will get the role in whatever anonymous show they just went in for, but there is a greater rivalry in the wings for them.

	Christian Borle and Debra Messing
	photo by Will Hart/NBC

The musical-in-the-making at the center of the series is to be called Marilyn the Musical, a biographical show written by composer Tom Levitt (played by Broadway's Christian Borle) and lyricist Julia Houston (played by "Will & Grace" star Debra Messing), longtime collaborators who also apparently co-write their librettos (at least they do as of the pilot). Three minutes into the episode, the fuse of the entire enterprise is lit. News of a revival of My Fair Lady prompts this from Julia: "Revivals and movies! Why doesn't anyone do new musicals anymore? New book, new songs. We write new musicals."

Tom's efficient, stage-struck new assistant Ellis (played by Jaime Cepero) suggests that movie icon Marilyn Monroe would make a good subject for a musical. It's been done before, the writers say (referring to the 1983 "huge flop," Marilyn — An American Fable), but the seed has been planted. Despite the fact that Tom and Julia are "taking a break" from writing (their latest, Heaven on Earth, at the Shubert, just opened in a West End version), and despite the fact that Julia and her husband Frank (played by Broadway's Brian d'Arcy James) have begun the complicated process of adopting a baby (they also have a teenage son, Leo, and they live in a very well-appointed townhouse — Julia and Tom have made more than just a living on their shows), the writers are hooked on the idea of a Marilyn musical. They can't not try it, so they cut a demo before they even shape a script (something that happens more often than musical writers might admit).

	Debra Messing and Brian d'Arcy James
	photo by Will Hart/NBC

The two other musical sequences in the pilot underline the producers' approach to music. (No, Tom and Julia do not sing about their passion for writing musicals as they drink tea in his spotless Riverside Drive apartment.)

When Karen gets an appointment to read for Marilyn, she is all nerves before the audition. Her understanding, handsome, kind, soulful boyfriend Dev — whose allure is enhanced by the fact that he also has a British accent and he's a respected player in the mayor's office — tells her to "think of love" when she sings her song. (Civilians giving notes to show people is a fresh twist here.) Thus, when she performs "Beautiful" (the Christina Aguilera hit) in her audition, shafts of soft color flood the room, and what's special about Karen comes alive. We see the story of the song — the character in the song — come to life through the lens of Karen, and those present at the audition table: Julia, Tom, Ellis, producer Eileen Rand (played by a Mona Lisa-like Oscar winner Anjelica Huston) and star-making director-choreographer Derek Wills (Jack Davenport, also a Brit, very sharp on the British sitcom "Coupling"). The moment is topped by the fantasy image of Dev appearing at the table as the object of Karen's affection. She thought of love, and it pays off.

There is not a person linked to musicals (including fans — the boys and girls who used to dance in front of mirrors to cast albums) who will not relate to what the musical numbers in "Smash" so smashingly do. They lift you off the ground.

	Megan Hilty performs "The National Pastime."
	photo by Will Hart/NBC

When comely Ivy is asked to be part of a one-song rehearsal-hall workshop of "a baseball number" from the show, what results is another sequence in which the imaginations of the show's characters blossom. Derek instructs the guests in the room, "OK, so just imagine she's in a red red dress; they're in baseball uniforms." In "The National Pastime," we see Ivy's Marilyn singing and dancing with chorus boys playing baseball players (Marilyn married New York Yankee Joe DiMaggio). The muscular song — by the series' Tony-winning resident songwriters Marc Shaiman and Scott Wittman — cuts between this rehearsal-hall test and what the Broadway show might look like when fully lit and costumed. (The pilot's confident director is Spring Awakening Tony Award winner Michael Mayer; the series' star-is-born choreographer is Joshua Bergasse, who knows how to paint pictures and tell stories with bodies.)

The third major musical number in the episode, "Let Me Be Your Star," shows both Ivy and Karen preparing for their callback for The Big Part. (Things happen quickly in the world of "Smash" — Eileen is eager to get the show put together; she's got something to prove.) Shaiman and Wittman's "Let Me Be Your Star" is a lyric for Marilyn, of course, but it dovetails with the hunger of the actresses at hand, and the anticipation of the creatives. As we see the women dressing, primping and literally traveling across town to their audition — singing in their heads? singing out loud? — we also witness producer, director and writers heading out of their lairs to get to the casting session. (Anjelica Houston, pageboy haircut preceding her, treats a building lobby as though it were a fashion runway.) The energy of the song and the kinetic editing — think "Quintet" from the film "West Side Story" — make it seem as though a callback is the most blood-pumping, earth-shaking, life-changing thing in the world. And in the world of "Smash," of course, it is.

Here are some other thoughts about (and highlights of) the "Smash" pilot:

That's Maddie Corman of Broadway's Next Fall as Julia and Frank's adoption agent, Rene, who tells Julia that she recently saw Julia's "play" on Broadway. Is Julia a playwright as well as a lyricist-librettist? You apparently can be more than one thing in this town — as playwright and TV writer Theresa Rebeck proves.

* The end credits of the pilot indicate that "Smash" is based on the late Garson Kanin's same-named novel about the creative personalities behind a Broadway-bound musical (about vaudeville star Nora Bayes). The Kanin credit is apparently a formality having to do with using the title of the book. Other than that, the series is wholly Theresa Rebeck's. In a fall 2011 interview with Playbill.com, she described her "Smash" duties this way: "I'm the creator of the series and I'm also the show-runner, which means that I'm in charge of the writing. So, basically everything is under my vision, the whole season." Rebeck's TV writing credits include "NYPD Blue," "LA Law," "Law & Order: Criminal Intent" and more. She's also a prolific playwright whose work is produced on Broadway (Seminar at the moment), Off-Broadway (The Scene, The Understudy, Bad Dates) and regionally (Dead Accounts, currently at Cincinnati Playhouse in the Park). Rebeck is a Pulitzer Prize finalist for co-writing the play Omnium Gatherum.

	Anjelica Huston and Jack Davenport
	photo by Will Hart/NBC

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Look for a sly visual reference to "Smash" pilot director Michael Mayer's production of American Idiot (now on national tour) late in the pilot episode. Gotta love ads on the rooftops of taxis.

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It's not explicitly stated, but it seems clear that Tom and Julia co-write the librettos of their shows, with Tom being the composer and Julia the lyricist. While rehearsing for a demo recording of a Marilyn song, Ivy and Tom seek Julia's advice on how much of a vocal "belt" to include in one section of the number. It would seem that this is a writing team with open communication and little ego about duties or credit when it comes to the collaboration. At least for now.

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Tom and Julia's videotaped demo of the above-mentioned song is leaked to the internet, outraging the writers and prompting blog postings from theatre pundits, fans and critics. (The reference is clearly to All That Chat, the internet message board on which opinionated people of unknown and varying taste, intelligence and perspective anonymously post their thoughts about work seen and unseen.) "Those idiotic theatre blogs!" exclaims Julia. "I hate everyone who writes theatre blogs! It gets out too fast and then everyone just rushes to judgment before we even have a first draft!"

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Michael Riedel, the real-life New York Post theatre columnist/reporter who thrives on the more negative aspects of theatrical creativity and producing, is shaping up to have a presence "Smash." (He reportedly appears on a future episode.) Riedel is billed as "a Napoleonic little Nazi who works for the Post." In the pilot, the columnist picks up on the Marilyn internet chatter and weighs in on the leaked demo. "This is a disaster," says Julia. "Michael Riedel's gonna destroy us!" As it turns out, Napoleon uses his power for good. This time. (In addition to trashing shows, Riedel likes to identify future hits, too.)

	Joshua Bergasse
	photo by Will Hart/NBC

Tom and Julia's first hit show (well, at 82 performances, anyway) was called Three On a Match. When the property was licensed to stock and amateur markets, Ellis, we learn, worked props on a high school production of it. That's how he got the theatre bug. Now, he's Tom's new assistant. His first major task was house-sitting for Tom while the songwriter was in London opening the West End version of Heaven on Earth. Ellis is eager. Ellis is tidy. Ellis cooks comfort food. Tom has a crush.

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There are two panic attacks that happen in restrooms in the pilot episode, surely echoing a ritual that dates back to ancient Greece, when Thespis got serious stage fright and tossed his baklava just before stepping out of the chorus. One actress vomits before she auditions, and another is like a caged animal after she realizes she's on the verge of that well-worn casting couch. Derek, it turns out, is a genius and a hound dog, and he's not above private coaching sessions where he says things like, "Darling, I need to see everything you've got." Is it a showbiz cliché or does it happen more often than we know? You decide.

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Series choreographer Joshua Bergasse plays Derek's assistant choreographer, Josh, in the pilot. Expect him to pop up throughout the season. Bergasse has a couple of Broadway credits (The Life and Hairspray), and also performed on tour (Movin' Out, West Side Story). A member of the Broadway Dance Center (BDC) faculty, he has choreographed Off-Broadway, touring and regional productions of musicals. *

Marc Shaiman ("Smash" composer and co-lyricist) and Scott Wittman (co-lyricist) won the Best Score Tony Award for Hairspray and also penned songs for Broadway's Catch Me If You Can. (Shaiman is also the composer of the series' non-song score.) They are currently at work on the original musical Charlie & the Chocolate Factory for director Sam Mendes. Shaiman is a five-time Oscar nominee for his film scores and original songs (including "Blame Canada" from "South Park: Bigger, Longer & Uncut"). They serve (with others) as executive producers on "Smash." The best-known among the show's exec producers is Steven Spielberg, who has long wanted to work on a project that tells a theatrical backstage story.

	Christian Borle

We first meet producer Eileen at a lawyer's office where she and her husband, Jerry, and their lawyers, are meeting about the spouses' impending divorce, which is complicated by the fact that they are also producing partners. Their planned revival of My Fair Lady (to be directed by Derek) hits the rocks due to the breakup, prompting Eileen's ambition for an independent project — the buzzed-about Marilyn. Philandering Jerry is played by Michael Cristofer, the Pulitzer Prize-winning playwright of The Shadow Box and a respected actor recently seen as the father in Tony Kushner's Intelligent Homosexual's Guide… and as Alfieri in the 2010 Broadway revival of Arthur Miller's A View From the Bridge. On his right is Robert LuPone, playing the divorce lawyer. LuPone created the role of Zach in A Chorus Line but also played Alfieri in the 1998 Broadway revival of A View From the Bridge.

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Broadway knows the work of Christian Borle from Spamalot and Mary Poppins. Here's the headline about this actor: Every show should have one. Borle recently appeared Off-Broadway in Peter and the Starcatcher and Angels in America, and was a Tony nominee for playing the hard-working law student Emmett in Legally Blonde the Musical. All you need to know about Borle can be found in a nine-minute track called "Chip On My Shoulder" on the cast album of Legally Blonde. No kidding. Download it now. It's a perfect piece of musical writing, sensitively rendered by a great actor-singer. (Luckily for "Smash" and us, Borle plays a composer, so future episodes are certain to feature him singing, right?)

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Karen's parents are played by the real-life acting couple Becky Ann Baker (of Broadway's Good People and Assassins) and Dylan Baker (of the Broadway production of Rebeck's Mauritius and a Tony nominee for the original La Bete). On a visit from Iowa, the Cartwrights respond to Karen's dreams the way so many fearful parents of artists do: "We worry," says mom. "It's so competitive — and all that rejection!" Karen says, "Well, sometimes dreams are hard." Then dad twists the knife: "And sometimes, sweetie, dreams just don't mix with reality." Their fear for — and/or perceived lack of support of — an artist-child is the rule, not the exception. These parents are not villlains, they are forces that can fuel or crush ambition. (It's not as though the Cartwrights aren't proud; they still rave about Karen's high-school performance as Maria in The Sound of Music.) Look, Karen may be waiting tables, but it's not as though she has a bad agent — despite her "light" resume, she got an audition for a Broadway-aimed musical, didn't she?

	Megan Hilty
	photo by Will Hart/NBC

It's no easier for Ivy, who tells her mother by telephone that "they want me to play Marilyn!" This is an overexaggeration typical of insecure, desperate actors. In truth, Ivy only has a callback, but the line is a great "tell." She wants it too much, and wants to impress her mother. Ivy catches herself and admits, "Well, I mean, I'm still auditioning…" A deeper story about her relationship with her mother is expected to be part of the series. It's been reported that Bernadette Peters plays mom.

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Megan Hilty, who played the Dolly Parton role in Broadway's 9 to 5: The Musical (produced by NBC leader Robert Greenblatt) and was a Glinda in Broadway's Wicked, gets one of Rebeck's best moments when her Ivy (currently employed in the ensemble of Heaven on Earth at the Shubert) admits to her pal Tom, "I just want a part. I trained! …I'm not complaining." Tom says, "Just dreaming." Heartbreaker Hilty replies, "Like everybody." A perfect piece of writing that sums up the shared hope of the entire population of characters on "Smash."

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There is tension between Tom and Derek, and it's rooted in a past project. Derek describes Tom as "a nightmare," while Tom calls Derek "a terrible human being." Their past tension will, no doubt, be made clear later in the season. Derek poses a potential threat to a central relationship in "Smash" — Julia and Tom. "I love this project, I love you," Tom says to Julia. "I just don't want to put it or you or me in danger!" ("Danger" is a great word; let's hope for streaks of serious darkness this season.) "Gay men piss me off," Davenport's sour Derek tells Huston's formidable Eileen. She observes, "That's an unfortunate position to take in the American theatre."

(Kenneth Jones is managing editor of Playbill.com. Follow him on Twitter @PlaybillKenneth.)

Check out Playbill Video's interviews with the cast and creatives of "Smash":