Back from a successful run in Boston, Eileen, Julia and Tom are blindsided by both personal and professional obstacles as they seek to take "Bombshell" to Broadway. Karen consults her new mentor, Broadway star Veronica "Ronnie" Moore, as she finds herself on the brink of fame, but her success may come at cost to Ivy. A new talent is discovered in an unexpected place. Meanwhile, Derek copes with a damaging accusation.

"The Fallout" is the seventeenth episode of the American television series Smash. It was written by Julie Rottenberg and Elisa Zuritsky and directed by Craig Zisk. The episode premiered on NBC on February 5, 2013, the second half of the season two two-hour premiere.

Julia's fears increase when Tom airs his suspicions of Peter. Jimmy and Kyle confront their own crisis of confidence as "Hit List" is read for the first time. Meanwhile, Ivy realizes her triumph might not be all she hoped when she meets her new co-star, Terry Falls, and Karen wonders if she can trust Jimmy.