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The Episode: When cheerleading coach Sue Sylvester announces that she will be one of the judges at Regionals, along with Josh Groban, Olivia Newton-John, and local news anchor Rod Remington, 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 club director Will Schuester's protestation that Sue is attempting to sabotage them. Will turns to guidance counselor Emma Pillsbury, who reveals that she has begun dating her dentist, Carl Howell.

Rachel kisses Finn when he encourages her to be more optimistic. 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. Will gives 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" and "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 and invites Quinn to come back home. Quinn announces that her water has broken, and is rushed to the hospital, where she gives birth to a girl. While the other New Directions members accompany Quinn to the hospital, Rachel stays at Regionals to watch Vocal Adrenaline's performance of "Bohemian Rhapsody". She asks their coach, her mother Shelby Corcoran, to teach at McKinley High, however Shelby reveals that she is stepping down as Vocal Adrenaline's coach to settle down and start a family. She adopts Quinn's baby, whom she names Beth at Puck's request.

During the pre-vote discussion, the other celebrity judges insult Sue for her lack of fame. Aural Intensity is named runner-up, and Vocal Adrenaline wins, with New Directions coming in last. Emma argues with Figgins about the club's future, but he remains intent on disbanding it. Will has accepted their loss, and 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. It is revealed that Sue voted for New Directions to win, and has agreed to end her blackmail of Principal Figgins in exchange for giving New Directions at least one more year to prove themselves and win Regionals. She explains to Will that she may not like him, but she respects his work with the students. Will tells the club of its extension, and performs "Over the Rainbow" with Puck in celebration.

The Song: "Faithfully" is a popular song and power ballad by the band Journey, and the second single from their album Frontiers. It peaked at #12 on the Billboard Hot 100, giving the band their second consecutive top twenty hit from Frontiers. The music and lyrics were written by keyboardist Jonathan Cain. While the song was relatively successful on the charts, it has gone onto become one of their most recognizable songs, and has enjoyed lasting popularity.