The glee club needs to come up with $5,000 for their trip to Nationals, even though they were supposed to have claimed the Cheerios budget (which, given Sue's deposit in an off-shore account, has been difficult to locate). Will suggests that the students raise funds by selling saltwater taffy - 20,000 pieces - like his high school glee club did. Some of the students doubt the effectiveness of the notion: Santana, who received a cherry slushie facial after the group won nationals, argues that no one else at the school cares at all about them.
The lack of determination angers Mike, who thinks that New Directions doesn't have any idea about what it means to work hard to accomplish a goal. He points out that Academic Decathlon team "The Brainiacs" - Mike, Tina, Artie, and Brittany (yes, Brittany's on the team; she was a last-minute sub after being bribed with Dots and is, surprisingly, an expert on cat diseases) - successfully won their competition. But now, with no support from the school, they're also short of funds to get to the next round of competition in Detroit. Will decides that the taffy sales should be expanded to help The Brainiacs as well.
Sue calls together an unholy alliance of people with a grudge against Will to form her own League of Evil, complete with super-villain nicknames: ruthless Vocal Adrenaline coach Dustin Goolsby ("Sgt. Handsome"), former McKinley glee club director and part-time pot dealer Sandy Ryerson ("The Pink Dagger"), and Will's spurned ex-wife, Terri ("The Honey Badger, nature's most ferocious animal"). Concerned that a New Directions victory at Nationals will lead Will to usurp her position as McKinley's reigning champion, Sue (aka "General Zod") marshals their forces to undermine the glee club.
Will and Holly Holiday continue to ease into their relationship, and Holly suggests that instead of selling taffy the glee club should throw a benefit-style fundraiser in the tradition of Hollywood disaster relief specials. Will jumps at the idea: the kids will perform, and they will only sing songs by pop artists whose genius isn't fully appreciated: "A Night of Neglect."
Sue sets Dustin to the task of breaking up Will and Holly, while she assigns Sandy to start a new student club dedicated to heckling, "the world's second oldest profession" (the somewhat reluctant members include Jacob Ben Israel, Azimio Adams, and Becky Jackson). As the glee club considers which neglected artists they'll tackle (Rachel leans toward the neglected-in-her-opinion-only Celine Dion), they're reunited with former student Sunshine Corazon (Charice), whom they accuse of being a spy for Vocal Adrenaline.
But Sunshine insists that she just wants to perform in the benefit because she's a huge supporter of Academic Decathlon. She offers to get her 600 Twitter followers to attend (a substantial ticket increase over the four that the glee club managed to sell), and she'll sing the ultimate song of neglect, Eric Carmen's power ballad "All By Myself" (also covered by Celine). "I'm such a better singer than everyone else, I know how it feels," Sunshine admits. "I'm all alone at the top."
Sunshine performs the song for the glee club and blows them away; Rachel protests, insisting that Sunshine is a spy. But Rachel concedes when Mercedes gives up the finale spot. Tired of seeing Mercedes always taking a back seat to Rachel, Lauren urges her to insist on the respect she deserves: citing how the outrageous demands of pop divas are an indicator of the respect they receive, Lauren names herself as Mercedes' manager in return for ten percent of whatever they can get from their demands.
Emma confesses to Will that Carl has left her and asked for an annulment (since their marriage was never consummated). Emma says that she's filled with regret about so many life decisions, and she reveals that she honestly expected to be over her OCD by now. Will is supportive and, donning gloves and joining her to eat grapes one by one, offers to be there for her with no judgment. The moment is surreptitiously observed by a concerned Holly.
Finn and Quinn appoint Rachel as head of the fundraiser's talent relations, largely to deal with Mercedes' escalating demands (such as being able to wash her hands and then dry them on a fresh puppy). Rachel, however, empathizes with Mercedes' need to feel appreciated and promises to solve the problem. Mercedes agrees to let Sunshine perform the finale and to let Rachel take the second-to-last slot, but only if, during the benefit, Mercedes' feet are never allowed to touch the ground.
After teaching a lesson in character as Wallis Simpson, Holly's approached by Dustin Goolsby, who makes his startlingly blunt attempt at seduction. This angers Will, who takes out his jealousies on Holly. He offers to smooth things over by rehearsing their benefit duet, but she tells him that she needs to clear her head.
Kurt and Blaine drop by McKinley for the benefit and encounter Dave Karofsky, who once again launches into a barrage of homophobic slurs. Blaine stands up to Karofsky and a fight almost erupts, but Santana breaks it up - but not before Kurt almost spills the beans about Karofsky's true sexuality.
Karofsky insults Santana and, because he was responsible for slushie-ing her, she scares him off with her threatening trash talk ("I've got razor blades in my hair!"). Sunshine is a no-show for the benefit, as are her Twitter followers, but the glee club decides to go through with the performance for the six people who showed up.
Tina leads off with Lykke Li's "I Follow Rivers," but most of the audience are members of the Heckling Club, and their taunts and boos cause Tina to burst into tears. Will pushes the glee club to face the unfriendly audience as a professional lesson - not every audience is friendly - and he has an idea to derail the heckling.
Quinn is dispatched into the audience to distribute "Vote for Quinn Fabray for Prom Queen" favors: the saltwater taffy, which dries out the hecklers' wagging tongues during Mike's clever dance routine to Jack Johnson's "Bubble Toes." As the taffy supply grows short, Will suggests that they need to thwart the hecklers by being too good to insult. However, their show-stopper act Mercedes has pulled a diva 'tude and left the building.
Holly compliments the hecklers on their serious insult skills, seeming to support the current culture of tearing down others through electronic anonymity - but she points out that it's made the hecklers all too comfortable with insensitivity. She asks them to try cheering instead of jeering for the final acts, but while the hecklers have gotten the message they simply choose to go home.
Rachel braves the rainy parking lot to negotiate with Mercedes in her car, filling her in on Aretha Franklin's simple origins: dubbed "the Queen of Soul" at a small town talent contest, Aretha won the title for doing exactly what she does best and not for being a demanding diva. Mercedes admits that she doesn't understand why Rachel's stardom always overshadows her, especially because she's equal in talent and more well-liked. Rachel admits that she'd rather be in the spotlight than liked, and if Mercedes wants the final showcase she needs to come into the theater and take it from her.
Holly takes the stage to sing Adele's "Turning Tables," which seems to have a symbolic meaning reflecting her concerns about Will and Emma. Sue berates Sandy as a poor super-villain after she sees the Heckling Club leave together in Jacob's car (bearing the license plate "Jew Fro"). Sue insists that Sandy complete his mission to crush New Directions' spirits.
Mercedes returns with just one final demand: that the glee club get their butts in the audience for her number, and she unleashes a powerful rendition of Aretha Franklin's "Ain't No Way." Something about the song hits Rachel hard, but it also entrances the previously merciless Sandy.
After Mercedes' performance, Rachel tells her that there will be no follow-up performance from Rachel because "THAT was the closing number."
Holly tells Will that she's been offered a job teaching French in Cleveland and will be on her way. When he questions her feelings about what that will do to their relationship, she tells him that she expressed her thoughts in her song, warning him once again about her commitment issues. She's glad that Will is her relationship record-holder (at five dates) and thinks that maybe she will settle down one day - but not with Will, because he's in love with Emma, and Emma's "totally into you, too." As she leaves, Will asks if she'll come back to visit. "I thought you'd never ask," she replies as she leaves.
Will finds Sandy in the music room with the glee club after Mercedes' song inspired a thaw in his cold hater heart: he's going to pay for their Nationals trip in full with money he's made selling marijuana. "It's drug money, but this is a fantastic way to launder it," he says.
Disgusted with the failures of "Pink Dagger" and "Mr. Handsome" (though Dustin did engineer Sunshine's no-show), Sue rests her hopes for revenge on her "Honey Badger," Terri.