- Will tries to come up with ways to raise money to send the kids to the Nationals. Sue forms "the Heckling Club" with eyes on the glee team.
- Proving that birds of a feather flock together, when another under-the-radar club at McKinley High needs helps raising funds, the glee club signs up to help. But when Sue hears about the show of support, she moves quickly to put the kibosh on it. Meanwhile, relationships are tested and big decisions will be made.—Fox Publicity
- Open at a glee club meeting. Will (Matthew Morrison) tells the gang they need $5,000 to pay for the trip to nationals in New York. Apparently the Cheerios' money is tied up in off-shore accounts. Will's master plan is for them to sell 25,000 pieces of saltwater taffy at 25 cents apiece. The kids talk about the fact no one will buy candy from them because "nobody cares about us." This upsets Mike (Harry Shum Jr.) and we learn he, Artie (Kevin McHale), Tina (Jenna Ushkowitz), and Brittany (Heather Elizabeth Morris) are on the school's Brainiac team and recently defeated Carmel (and Sunshine Corazon) to win a trip to Detroit for the finals of the Smarty Pants show. (Brittany was a last-minute replacement who ended up saving the day with her knowledge of cat diseases.) They need $250 for the trip and Will adds it to the taffy total.
Sue (Jane Lynch) meets with Dustin Goolsby (Cheyenne Jackson), Sandy Ryerson(Stephen Tobolowsky) and Terri (Jessalyn Gilsig). The four of them all share a hatred for the glee club and she has brought them together to help her bring down Will and New Directions. In true super-villain fashion she names the group -- League of Doom -- and gives every member a nickname. Ryerson is the Pink Dagger, Terri the Honey Badger, Goolsby is Sergeant Handsome and Sue is General Zod.
Holly (Gwyneth Paltrow) is teaching history with most of the Glee Club, including all the Brainiacs, in the class, and she's dressed as Wallis Warfield Simpson, who married Edward VII and caused him to abdicate because she was twice divorced. Speaking as Simpson, she tells the class she thought Hitler had "potential."
Over pizza, Will tells Holly she's his first girlfriend who didn't pester him to spend more time together. She says that's not her style. She thinks his taffy sales plan is terrible and suggests a benefit. Will loves the idea because it will provide another chance to practice for nationals.
Will tells the kids the benefit will be a Night of Neglect and they will only sing songs by neglected artists.
Sue gives her minions their missions: Goolsby is to break up Will and Holly, while Ryerson is instructed to start a heckling club at the school in order to disrupt the benefit.
Tina's plan is to perform Lykke Li, Mike says he's going to focus on dancing and Mercedes (Amber Riley) is doing Aretha Franklin. Rachel (Lea Michele) walks up and says she wants to end the benefit with Celine Dion, with the idea being Rachel herself is the neglected artist.
Sunshine (Jake Zyrus) arrives at McKinley saying she wants to help with the benefit since she knows what it's like to be neglected. She has 600 Twitter followers she can ask to come to the benefit. The kids are worried she might be a spy, but let her perform "All By Myself" to show them what she's got.
Afterwards Rachel is the only one unsure about Sunshine. She gives in, telling Mercedes this means she'll be bumped to the middle slot.
Lauren (Ashley Fink) approaches Mercedes in the library. She says despite being the most talented singer in the club, Mercedes doesn't demand enough respect. Mercedes agrees to let Lauren be her manager.
A stressed-out Emma (Jayma Mays) is having flare-ups with her OCD. She tells Will that Carl is gone. He has filed for an annulment because they never consummated their marriage. She is filled with regret about the direction of her life. Will helps her with her obsessive cleaning as "a friend you can count on." Holly sees this through a window.
Finn (Cory Monteith) and Quinn (Dianna Agron) ask Rachel to be the benefit's Head of Talent Relations. Mercedes and manager Lauren are becoming difficult to please.
After class, Goolsby shows up in Holly's room and begins hitting on her aggressively. She isn't into it and Will shows up at the end and threatens to punch Goolsby if he doesn't get lost. After Goolsby leaves, Will and Holly get into an argument.
Rachel is catering to Mercedes' demands. Mercedes agrees to go on stage before Rachel and Sunshine only if she's carried around the day of the concert.
Just before the start of the benefit, Kurt (Chris Colfer) and Blaine run into Karofsky (Max Adler). He calls them names and Kurt makes reference to "the truth about him." Santana (Naya Rivera) ends up defending the guys and chases Karofsky off. Santana looks at her phone and says "Oh crap."
Santana runs to the choir room and says according to Twitter, Sunshine and her followers won't be coming. Puck (Mark Salling) says there are only six people in the crowd. Someone suggests they call it off. Finn says the show must go on.
Tina opens the show with "I Follow Rivers" and is immediately heckled by the crowd which consists almost entirely of Ryerson's club. She stops and leaves the stage in tears.
Will comes backstage and says this is a good lesson for the guys to learn. They need to buck-up.
Prior to Mike going on stage for his dance number, Quinn hands out taffy to the hecklers. With their mouths full, they have nothing to say.
Mercedes is up next, but Lauren says she refuses to go on and has "left the building." Holly says she'll deal with the haters.
Holly brings the hecklers to the library during intermission. She talks about the ramifications of anonymous online negativity -- namely it makes you "comfortable with insensitivity." She tells them Tina has been crying for an hour and points out the good they could do by being positive. Instead, they all say they're leaving.
Rachel finds Mercedes sitting in her car in the parking lot. She tells Mercedes that Aretha earned respect through her talent, not by ridiculous demands. Mercedes asks why Rachel is a bigger star than she is. Rachel responds she would rather be a star than be liked. Rachel says if you wants the closing slot "go in there and take it from me."
Sue pulls Ryerson out of the auditorium for a quick chat just before Holly takes the stage. Holly performs "Turning Tables" by Adele. Will is the lone member of the audience.
Sue tells Ryerson he's a terrible super-villain since his hecklers left. She sends him back in there to get the job done by himself.
Mercedes returns ready to sing. She starts to sing "Ain't No Way" and Rysson says to himself: "I love this song." Mercedes brings the house down. Rachel tells her she can't possibly follow her.
Holly tells Will she got a four-month offer to teach in Cleveland. She says he knew she was allergic to commitment and it would always end this way. He asks if she thinks she'll ever commit, and she says, "Yes, but not with you." Holly thinks Will is in love with someone else and "she's totally into you too."
Will finds Ryerson in the choir room talking to the kids. Mercedes' performance gave him a change of heart and he's agreed to fund their trip.
With Ryerson and Goolsby having let her down, Sue turns to Terri. "Your time has come."
The Smarty Pants final in Detroit comes down to a tie-breaking question. Thanks to Holly's innovative teaching, they know the answer will be Wallis Warfield Simpson. They smirk gleefully!
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