The moment the New Directions have been waiting for has finally arrived: it's time for Regionals. When Sue pulls a fast one on Will and the Glee Clubbers, becoming one of the judges, their chances at the title could be compromised. Meanwhile, Quinn's life changes forever and Finn and Rachel begin to rebuild their relationship.
The episode was written and directed by Brad Falchuk.
When Sue announces to Will that she will be one of the judges at Regionals, along with Josh Groban, Olivia Newton-John and local news anchor Rod Remington, it is much to Will's dismay. The Glee Club members worry that New Directions will soon be disbanded. Principal Figgins stands by his condition that Glee Club must place at Regionals to continue, despite Will's protestation that Sue is attempting to sabotage them. Will turns to Emma, who reveals that she has begun dating her dentist, Carl. Later at Will's house, during what Will calls a Regionals set list nomination party, the Glee Club breaks down, especially after Rachel appears to have given up. Rachel kisses Finn when he encourages her to be more optimistic and Will announces that the club will be doing a Journey medley for Regionals.
At Regionals, Aural Intensity is first to perform, singing a mash-up of Magic by Olivia Newton-John and You Raise Me Up by Josh Groban, suggesting that, in Puck's words, "Someone tipped them off about the judges." Will gives the New Directions a pep talk, and Finn professes his love for Rachel just before going on stage. The club pays tribute to Journey, performing Faithfully, a mash-up of Any Way You Want It/Lovin' Touchin' Squeezin', and Don't Stop Believin'.
Quinn's mother, Judy Fabray, comes to watch Quinn perform. She tells Quinn that she kicked her father out of the house after she found out he was having an affair with a "tattooed freak" and invites Quinn to come back home, stating she has prepared the house for the new baby. Just in this moment Quinn announces that her water has broken, and is rushed to the hospital. As she is about to be brought with the wheelchair into the delivery room, Quinn holds onto Mercedes and asks her to come along. Mercedes, who is scared by the situation, but still wants to be there for her friend, accepts. Synchronised with Vocal Adrenaline's performance of Bohemian Rhapsody, Quinn goes through labour. Mercedes, Puck and her mom are in the delivery room with her until she finally gives birth to her daughter. Beth is being laid on Quinn's chest, who breaks into a smile. While the rest of the New Directions wait for Quinn in the hospital, Rachel stays at the competition.
Rachel tells Shelby to teach at McKinley High, but Shelby refuses, expressing her desire to settle down and start a family. As Rachel leaves the room, Shelby asks how Quinn's baby is and Rachel answers it's a pretty, healthy girl.
Puck and Quinn are seen standing in front of their daughter, who is sleeping. Puck gently asks her if she wants to keep the baby and Quinn declines. Quinn asks him then if he loved her and he answers "yes, especially now." They smile at each-other, but are interrupted as Shelby approaches them and asks them what the baby's name is. Quinn answers she doesn't have a name yet. Puck, after a pause, says her name is Beth.
During the pre-vote discussion, the other celebrity judges belittle Sue for her lack of fame. Aural Intensity is named runner-up, and Vocal Adrenaline wins, with New Directions coming in third and last. Consequently, the club will be disbanded due to lack of funding. Emma argues with Figgins about the club's future, but he remains intent on disbanding it. Will professes his love for Emma and kisses her.
Sue overhears New Directions' performance of To Sir, With Love in appreciation of all that Will has done to help them grow and is touched.
She blackmails Principal Figgins into giving New Directions one more year. She explains to Will that while she may not like him, she respects his work with the students and she couldn't stand a world without Glee Club; it wouldn't be right. In a flashback, it is revealed to the audience that Sue voted New Directions for first place on her ballot, after realizing the similarities between herself and the students due to being the least prestigious of the other three judges.
Will tells the club of its extension, and performs Over the Rainbow with Puck in celebration. It's revealed that Shelby has adopted Beth. Rachel is shown holding hands with Finn, leaning on his shoulder, showing that they have begun a new relationship.
|Song Title||Original Artist||Performer(s)|
|Any Way You Want It/|
Lovin' Touchin' Squeezin'
|Don't Stop Believin'|
|Bohemian Rhapsody||Queen||Vocal Adrenaline|
|To Sir, with Love||Lulu||New Directions|
|Over the Rainbow||Judy Garland
(Israel Kamakawiwoʻole version)
with Noah Puckerman
- Magic/You Raise Me Up by Olivia Newton-John/Josh Groban sung by Aural Intensity.
- Don't Stop Believin' by Journey - Background music when Will was driving and he turned on the radio.
- Looking Back by Kerry Muzzey - Background music during the Will and Emma's scene.
Special Guest Stars
- Iqbal Theba as Principal Figgins
- Charlotte Ross as Judy Fabray
- Naya Rivera as Santana Lopez
- Bill A. Jones as Rod Remington
- Heather Morris as Brittany Pierce
- Harry Shum Jr. as Mike Chang
- Dijon Talton as Matt Rutherford
- Olivia Newton-John as Herself
Absent Cast Member
- This episode marks the final time the original 12 New Directions appeared together.
- This is the last time Matt competes in a competition.
- This episode was watched by 10.92 million viewers.
- In the scene where Finn called Rachel while going down the stairs, the actor who portrays a member of Dalton Academy's Warblers (Trent) appeared as a McKinley High Student.
- Matt says his second out of three lines of the series in this episode.
- Originally, New Directions were going to win at Regionals because Ryan Murphy believed Glee wouldn't be renewed; however, Fox renewed Glee for a second season and thus Murphy decided that New Directions would lose so that in season 2 there would be more effort, and they would be more willing to win Regionals.
- The original airdate is credited as Beth Corcoran's birthday, because she was born in this episode, and no specific date was stated in the episode.
- Sue's invocation of "racist animated Disney characters," while insulting Will's hairstyle, is a reference to Song of the South, one of the oldest of Walt Disney's feature films. It could also be a reference to The Princess and the Frog, the most recent Disney film at the time of the episode's airing.
- Judy Fabray mentions she kicked her husband out of the house after he had an affair with a tattooed freak. This is a reference to Sandra Bullock's ex-husband Jesse James' scandalous affair with Michelle "Bombshell" McGee.
- During the scene of Quinn giving birth, you can see her mother telling her "get it out."
- This episode marks the first time a song takes up a whole part of the episode with Bohemian Rhapsody.
- When Rachel asks Shelby to come teach at McKinley she denies the offer. Ironically in the Season Three episode, I Am Unicorn, Shelby comes to teach.
- Sue sarcastically comments "the not at all stupidly named Aural Intensity". Ironically, she becomes the coach of Aural Intensity later in Season Two.
- The kiss between Will and Emma was unscripted, Brad Falchuk told Matthew to do it before the scene was shot to get a genuine reaction from Jayma.
- Quinn seems to give birth within a five or six minute time frame.
- This is the only season finale to not feature at least one scene set in New York.
- This is the last episode to credit Heather Morris and Naya Rivera as guest stars. From the next episode through All Or Nothing and The Untitled Rachel Berry Project they become series regulars.
- When the announcer introduces Sue as one of the Regionals judges, he says she's fresh off her fifth national cheerleading title. In the episode immediately preceding this one, she wins number six.
- During the judge's panel, Olivia Newton-John tells Sue she isn't a celebrity because she "tries hard" and lives in Ohio. Rod Remmington is a local Ohio celebrity, yet, no one had said anything about him not being from L.A. Sue, however, is an internationally ranked cheerleading coach who was also named TIME Magazine's "Woman of the Decade." It would be immensely hard for people not to know who she was.
- Many of the dummies used for the Regionals audience could be seen if you looked closely enough while Will entered the theater and the judges were introduced, especially when Rod is introduced.
- Puck is there when they announce the winners, but at the next scene he is at the hospital.
- Will tells the club to 'have a good summer,' although in subsequent season, it is established that Regionals is in late February/early March, at least two months before the end of the school semester. Similarly, Quinn found out she was pregnant at the start of the school year (most likely September) which would make her only five/six months pregnant by Regionals.
- Quinn is at school the next day. Realistically, she would still be at the hospital.
We don't care what the judges say: we won. Because we had you as a teacher.
Quinn: Did you love me?
Rachel: Break a leg.
Mercedes: You think Puck and Santana will acknowledge my existence if we're not in Glee Club together?
I'm having a hard time listening to you today 'cause your hair looks like a briar patch. I keep expecting racist, animated Disney characters to pop up and start singing about living on the bayou.
Glee Club will never end, Mr. Schue, because you are Glee Club. You're in all of us now.
I was going to quit once, but you brought me back with "Don't Stop Believin'." It was a nine - we're going to make it a ten.
Quinn's Mother: I left your father. Well, I kicked him out. Turns out he was sleeping with this tattooed freak. I want you to come home, honey. We can turn the guest room into a nursery... Say something, Quinnie.