Why wait to get into it? It's all "Rocky Horror" from second one, with Quinn's ruby-red lips against a field of black, singing the cult film's opening song, "Science Fiction Double Feature." Then it's straight into Rachel and Finn onstage in the midst of performing the musical as the leads Brad and Janet, singing "There's A Light (Over at Frankenstein Place)," as we get glimpses of the glee club in their character costumes. But the scene is suddenly interrupted by Emma's black-leather clad beau, Carl the dentist, who accuses Will of "messing with his woman."
Will flashes back to how his own personal horror began, when he notices Emma eating a sandwich without cutting off the crusts. Hearing about how much she's been enjoying her trips to see "Rocky Horror" revival showings with Carl, Will realizes that her OCD tendencies are improving as her relationship with his rival progresses. Will's jealousy overwhelms him, and he tells Emma that he's having the glee club perform "Rocky Horror" for the school musical. She wonders about the risqué material, but he plans some edits. Still, how will Figgins and, maybe more dangerously, Sue react? Will tells the glee club that artists need to push boundaries, and with permission slips for the students and paid admission (to fund their transportation to nationals in New York), all should be fine.
Rachel and Finn claim the Janet and Brad roles, Artie assumes the "guy in the wheelchair" part, and when Kurt declines the role of Frank-N-Furter, Mike Chang volunteers, feeling more confident in his singing. Will taps Sam to play the barely clad creature Rocky, and secure in his cut abs, Sam agrees. Finn, however, is not so sure about the state of his own six-pack.
Sue uses her "Sue's Corner" TV slot to decry the loss of the true meaning of Halloween: fear! And she draws praise from WOHN's new station managers (played by original "Rocky Horror" stars Barry Bostwick and Meat Loaf), who want her to undertake a fear-inspiring undercover exposé they feel sure will earn them and Sue a local Emmy. Specifically, they want her to expose Will's "Rocky Horror" production. Sue who was traumatized by a screening of the film in her youth when she misperceived the traditional toast-throwing as an attack on her sister gerly agrees.
Brittany and Santana fan the flames of Finn's insecurity ("You can't eat sloppy joes every day for lunch and think you can get away with it") before rehearsing "Damn It, Janet." In the locker room, Sam and Artie further add to Finn's body anxiety, suggesting that if he takes off his shirt and looks like the Pillsbury Doughboy, he can expect his popularity to evaporate. Sue surprises Will by wanting to be involved in the production, and he asks her to play the criminologist. Will tells Emma that he thinks Sue just wanted to be included all along, and he also asks Emma to come onboard as costume designer just as Mike Chang reveals that his parents won't allow him to perform in the musical.
As Sue tells her Cheerios aide-de-camp Becky (in full Halloween costume as Sue Sylvester) to go "yell at some fatties," Will informs her that the musical has been cancelled. Still hungry for the local Emmy, Sue meets Carl and, discovering his "Rocky Horror" love, manipulates him into taking over Mike Chang's part. Will makes Carl audition, and ex-delivery boy Eddie's "Hot Patootie - Bless My Soul" lands him the role. Will challenges him to play Frank-N-Furter, but Carl thinks the corset-and-garter ensemble is best for behind closed doors. Instead, Mercedes claims the role herself.
At dress rehearsal, Finn puts off stripping to his underwear by claiming to want to save it for the real performance. Mercedes tears into "Sweet Transvestite," with Santana and Brittany as Magenta and Columbia and Kurt as Riff-Raff. Meanwhile, Carl breaks into the scene atop a motorcycle, earning Emma's applause - and fueling Will's growing envy. Will tells Emma that some of the roles are too adult for the students to play and that he has replaced Sam as Rocky himself. In a thinly disguised ploy to get closer to Emma, Will asks for her help prepping for tomorrow's rehearsal, and they run through an erotically charged rendition of "Touch a Touch a Touch a Touch Me," Janet's seduction of the creature. When that gets too steamy for her, Emma scampers from the room.
Sam inspires the still-stressing Finn to embrace his sexiness. Finn misses rehearsal, and Will's called into Figgins' office to learn that Finn has been suspended for walking down the school hallway in his "Rocky Horror" boxers, trying to find his comfort level in costume. Will uses a precedent (Santana pantsing Brittany during the previous year's cheerleading championship celebration) to reduce Finn's punishment, but Figgins questions Will's motivation for performing the musical, warning him that he can't protect him from any heat if the musical crosses the line.
Will's remembrance returns to the present moment as Carl interrupts the production and chews him out for making a play for Emma after he promised to back off. Becky stops by Will's office trick-or-treating, and inadvertently tips him off that Sue's secretly against "Rocky Horror," showing him a pre-taped "Sue's Corner" segment blasting the production and making a surprisingly valid point about using students to "fight the culture war" for adults.
Will confronts Sue, but he admits that her stance isn't unreasonable. Conceding her point, he cancels the show - and costs Sue her local Emmy. Will confesses to Emma that the whole production was staged only so he could get closer to her, and admits that for now being with Carl seems to be the best thing for her. Will tells the glee club the show is canceled. He recalls that when he first went to see "Rocky Horror" it wasn't for boundary-pushers, it was for outcasts - and thus is perfect for New Directions. That's why the club will perform the musical, just not for an audience: for themselves. As the glee club's high-octane performance of "Time Warp" winds down to the ground, literally, Will showers them with applause.