Sue surprises Will with the news that she will be one of the judges at show choir Regionals competition. Will tries to protest to Figgins, but it's allowed. Figgins reminds Will that glee club must win or place at Regionals, or else the club will be disbanded.
Will gathers the glee club at his house for the first annual New Directions Regionals Set List Nominations party. Everyone already feels like they won't win because Sue is a judge.
Will asks Emma for guidance, and she notes that the feeling of doing something you love is more important than winning or losing. Emma admits that she's seeing someone -- her dentist, Carl. Will asks if they've been intimate, and Emma says they haven't.
Finn convinces Rachel to give glee a pep talk since she's the true leader of the group. She kisses him. Yet at their next rehearsal, Will convinces them not to give up. They will be performing a medley of Journey songs at Regionals, since "Don't Stop Believin'" was what got them noticed in the first place.
At the 2010 Show Choir Mid West Regional Competition, the celebrity judges are Sue, Josh Groban, Olivia Newton John and WOHN news anchor Rod Remington. The first team to appear is Westvale High's Aural Intensity, who does a Josh Groban/Olivia Newton John mash up. New Directions is again discouraged.
Before they go on stage, Finn tells Rachel that he loves her. The pair enters the auditorium from the back and makes their way through the crowd to a duet of "Faithfully." They get to the stage and are joined by the entire club for the medley.
Everyone is psyched after their triumphant performance. Quinn is stopped by her estranged mother, Judy, who says that she kicked out Quinn's father. Judy wants Quinn to come home. Suddenly, Quinn's water breaks.
Jessie and Vocal Adrenaline take the stage for "Bohemian Rhapsody" just as Quinn goes into labor at the hospital. Quinn asks Mercedes to join Puck and Judy in the delivery room. She delivers a healthy baby girl. The rest of the team congratulates a tearful Puck in the waiting room.
Rachel, who stayed behind at Regionals, watches Vocal Adrenaline's performance. She goes to see Shelby, and asks her to coach at McKinley with Will so that Rachel can learn from her real mother. Shelby confesses that she's tired of coaching glee. She wants more balance in her life and a family.
The Regionals judges convene. Rod Remington picks Vocal Adrenaline to win. Olivia Newton-John would rather go with Aural Intensity since they're the only show choir to honor her. Josh Groban likes New Directions, but Olivia thinks they lacked proper costumes and production value. Sue is offended. The other judges start to associate Sue with New Directions, questioning her celebrity status. They cast their ballots.
The show choir teams take the stage for prizing. Aural Intensity takes second place and Vocal Adrenaline wins. New Directions realizes that, since they didn't place at all, they'll be disbanded.
At the hospital nursery, Puck and Quinn watch their daughter sleep. Quinn still wants to give her away. She asks Puck if he ever loved her. Puck says he did and does now more than ever. They are surprised to see Shelby arrive. She asks what the baby's name is, and Puck tells her it's Beth. Later, Shelby completes the paperwork to adopt Beth.
At school, Will sees Emma arguing with Figgins about the fate of the glee club. She's very upset at the outcome and thinks some things are worth fighting for. Will thinks she's really talking about their relationship, and he tells her he loves her. As Will kisses Emma, Rachel interrupts them. She summons Will to the auditorium, where every kid in glee recounts what they were like before Will lifted them up in glee club. They sing "To Sir, with Love" to him.
Later, Sue walks in on Will packing up the choir room. He asks her how Aural Intensity beat New Directions. Sue says she cannot reveal the sacred voting process. Yet Will does not know that Sue actually voted for New Directions to win first place. Sue laments that it won't be fun for her not to ridicule and compete against Will's glee club in the fall. She tells him that she had a meeting with Figgins and convinced him to give glee one more year.
Will announces the good news to glee that their group won't be eliminated and the kids are ecstatic. With Puck joining him on guitar, Will sings "Over the Rainbow" to them and he tells them to enjoy their summer.