Supporting Characters (In order of appearance): Mark Salling as Noah 'Puck' Puckerman Jayma Mays as Emma Pillsbury Dot Marie Jones as Coach Beiste Charlotte Ross as Judy Fabray Gregg Henry as Russell Fabray Josh Sussman as Jacob Ben Israel Lauren Potter as Becky Jackson Iqbal Theba as Principal Figgins Ashley Fink as Lauren Zizes

Special Guest Stars (In order of appearance): John Stamos as Carl Howell

Not featured in this episode: Darren Criss as Blaine Anderson

A special thank you to the vocalists who sang this episode: Jazzie Hart as Quinn Fabray and Santana Lopez Aly Kossan as Brittany S. Pierce .... as Rachel Berry

The next week of school began as the New Directions were seated in the choir room as Will wrote 'Homecoming' on the board. "Alright guys, as you all know this weekend is the homecoming game. Who can tell me what homecoming means?" Will asked as a few of the New Directions hands shot up. "It's coming home, duh," Brittany said simply as Will chuckled. "So close..." he said before calling on "Finn." "Homecoming is the first home game back in the home stadium, it's a tradition for the football team," Finn said seriously. "Exactly and I know so many of you are looking forward to the dance and are running for homecoming court but I don't want the competition to affect the group, win or lose, you are still a team," Will said as Santana and Puck smirked, knowingly like they thought they would win; Brittany smiled brightly, excited to be nominated; and Rachel looked determined to win squeezing Finn's hand who seemed nervous about the whole ordeal.

"Now, I'm sure most of you are wondering why I brought up homecoming, well it's because we are once again performing at the homecoming assembly to try and recruit new members. I know our last performance didn't drum up much support..." Will began. "Yeah thanks to Berry sending away our only recruit," Santana snarked as Rachel scoffed. "I thought we were over this!" Rachel exclaimed. "Maybe you are...but Rachel, the truth is we'd have a full team if you hadn't let your jealousy get in the way," Kurt said simply as Rachel scoffed. "I've apologized! Okay there's nothing more I can do," Rachel frowned, upset. "Guys, come on now. I know losing Sunshine was a hard loss for us but we can't change the past, but what we can do is perform a killer song at the assembly to gain more members. Now does anyone have any suggestions?" Will asked as Kurt's hand shot up. "Yes Kurt?" Will called him. "Mr. Schue, there is a burgeoning Facebook campaign that has reached over 5 members, that I think could truly set the New Directions apart. The artist in demand, Britney Spears," Kurt said as the New Directions seemed to talk excitedly amongst themselves, all seeming excited by this idea, all but Brittany who frowned.

"I'm sorry guys but I don't think performing a Britney Spears number is the best idea," Will said simply. "What? Why?" Rachel gasped, surprised by his lack of support. "Because I don't think she's the best role model," Will said simply. "And since when do we care about that?" Santana said, raising an eyebrow "Didn't you have the troll and Pillsbury Dough Boy sing a duet by a domestic abuser?" "I didn't know that..." Will said. "Exactly so maybe do some research before worrying about performing songs by role models," Santana shot at Will who was gobsmacked. "I don't want to sing Britney Spears," Brittany said softly as everyone looked surprised. "Why no Britney, Brittany?" Kurt asked. "Because my name is also Brittany Spears," Brittany said seriously as that got everyone's attention. "What the hell is she talking about?" Mercedes said, making a face. "My middle name is Susan and my last name is Pierce so that makes me Brittany S. Pierce, Brittany Spierce," Brittany said seriously as everyone groaned "I've lived in Britney Spears' shadow for my whole life. I mean I sing and dance just like her...I'm pretty sure she's my more famous and successful clone. I'll never be as amazing as my clone so can we keep glee club a space where I, Brittany S. Pierce can escape the torment of Britney Spears."

Everyone just looked stunned, realizing that Brittany really thought this to be true and knew they would have a hard time convincing her otherwise. "Can we move on please?" Rachel said, shooting her hand up. "Absolutely. Now, your job is to find the perfect song to perform for the homecoming assembly and no Britney Spears okay?" Will said as the New Directions murmured annoyed. "Gee thanks Brittany, thanks a lot," Kurt said annoyed. "Leave Brittany alone, Lady Hummel," Santana snarked back at Kurt. "Thank you, I knew I could always count on you," Brittany smiled at Santana who smiled back at her, realizing she might be the only one who could convince Brittany to sing Britney Spears.

Cut to the hallway after Glee Club practice where there are many posters displayed all over the hall of students campaigning for homecoming king and queen of their respective years. Rachel is carefully putting up her and Finn's poster which features a photo of the two of them encouraging people to vote for the 'golden couple' of the school. "Wow...those look great," Finn smiled, kissing his girlfriend's cheek. "I'm glad you think so, I think we are the couple to beat," Rachel said enthusiastically as Finn didn't look so sure. "I don't know...ever since I got demoted to backup quarterback I feel like people treat me differently," he frowned, upset. "Well maybe it's better off that way," Rachel said simply as Finn looked hurt, did she not want him to be quarterback. "What are you saying, are you happy I'm not the quarterback anymore?" Finn asked. "What? Of course not. I mean I know how much that spot means to you, it's just been kind of nice that I don't have to worry about you running off with some cheerleader," Rachel said simply as Finn looked upset, did she not know him at all? "Do you really think I'd do that? You know how much it hurt me last year when Quinn cheated on me. I could never do that to you," Finn said upset. "I haven't forgotten when you dumped me to go out with Brittany and Santana. I just know if you stayed quarterback that could happen again," Rachel said simply as Finn shook his head, he couldn't believe what he was hearing. "Yeah I may have gone out with Brittany and Santana but I never cheated. Look, you made me rush into the relationship the first time acting like you were my girlfriend when I was going through a lot. I needed the space to find myself. So, I went on a bad date and realized it was a mistake but it wasn't like you didn't move on from me with Jesse," Finn said, upset. "Well you hurt me, what was I supposed to do? Wait for you forever?" Rachel said, upset. "Not forever but you basically broke up with me and dated him within the same week," Finn observed as Rachel scoffed. "You know what? I'm done having this conversation. We are shoe-ins to win Junior Homecoming Court, our only real competition is Puck and Santana, and they're more off than on," Rachel said simply. "Well yeah but I think they have the popular vote," Finn said seriously. "Well then let's get the unpopular vote. The jocks and the cheerios only are a small portion of the school. I'm sure we can get the glee club's support and who knows, maybe winning will help you get back on top," Rachel said as Finn seemed happy to hear that. "Yeah...you're right. Let's work harder on getting votes," Finn smiled as he and Rachel held hands walking down the hallway together.

Santana scoffed watching them "God can they be any more nauseating." "Oh I'd say yes. They could be making out again in front of our lockers," Quinn said with an eye roll as she grabbed her books. "Don't remind me," Santana said shaking her head "I'm surprised you're not running Q, not that I need the competition but don't you live for homecoming?" Quinn just shrugged "I guess it doesn't really matter as much as it used to. Winning homecoming queen was all about impressing my parents and making them proud of me for once. This year I'm focusing on me and figuring out what I want rather than trying to please everyone else," she said honestly as Santana nodded. "Good for you Q," Santana said as Brittany approached them. "You guys, I totally think I'm in the lead for homecoming queen," Brittany grinned. "What makes you say that Britt Britt?" Santana asked. "Well I was rubbing Lord Tubbington's belly for luck everyday and Jacob Ben Israel's latest poll has me leading by 2%, San, we're like so close," Brittany grinned. "What about for king?" Santana asked. "No one really cares about that," Brittany shrugged. "I say we should run as co-queens," Brittany grinned at Santana who seemed to panic. "No. I'm running with Puckerman," Santana said simply as Brittany frowned. "Remind us again why you're doing that," Quinn said, making a face. "Please, he's the most popular kid in junior year especially with Finn dating the troll so anyone who runs with him is guaranteed to win," Santana shrugged. "So you don't have feelings for him anymore?" Brittany asked in a somewhat hopeful tone. "Feelings are overrated," Santana shrugged, which seemed to make Brittany feel more at ease. "Walk me to class?" Brittany asked, holding her pinky up for Santana. "Always," Santana smiled, linking pinkies with Brittany as they took off.

"I meant it when I said feelings are overrated. This whole summer has been nothing but a big ball of confusion," Santana said in a voiceover as we cut to her and Brittany making out in Brittany's room over the summer. "Sure, Britt and I had hooked up loads of times before but this summer felt different. It was the first time we were both single and we spent every day together and nights were spent either at my place or hers. Something about it just felt...right," Santana said in a voice over as multiple clips of Brittana doing various activities over the summer played, such as going to Kings Island, Eating Ice Cream, and going to see a romantic movie. "But getting back to high school and the reality that if anyone knew what I was feeling for Brittany, I'd be an outcast. I mean I was cheer captain after all, I have a reputation to uphold. So, I went back to pretending to be into Puckerman. God knows he doesn't care about anything other than having a girl to take home but my heart is still with Brittany. Not that I could ever say that to anyone, least of all her," Santana said in a voice over as she is entranced watching Brittany in their class together. Brittany once again shoots her a smile as Santana smiles back. "Sure, we still hook up whenever we can but I have to keep up appearances which is why I'm running with Puck. If McKinley didn't suck so much maybe I wouldn't have to pretend to like a boy who cares more about his body count than anything else but things aren't going to change," Santana said in a voiceover as she looked longingly towards Brittany wishing she could make the changes needed to truly be with her, but she didn't feel brave enough, not yet.

Meanwhile, Will knocked on Emma's door. "Hey Emma, can we talk?" Will asked as she looked up from organizing her pamphlets. "Of course we can...have a seat," Emma smiled softly as she placed her pamphlets in their stands. "What's on your mind?" she asked. "It's all about the glee club...they're insistent on wanting to do Britney Spears but I just feel like her music might send the wrong message," Will said honestly. "I know I said in the past that Britney wasn't a good role model but I think she's come a long way. She's had like 3 number one hits this past year and she's a single mom raising 2 kids. I think she's the perfect symbol of rebirth or making a comeback," Emma said honestly as Will made a face. "I just think that the kids shouldn't always do what's popular, it's not who they are," Will said as Emma shook her head. "Will, you came to me for advice and honestly, I think you need to loosen the reins a little bit. Don't you remember the last time you were so instant on going against what the kids wanted? The club got that awful list of songs from Figgins that you could perform at the school for a while. You don't want them to rebel again do you?" Emma asked as Will sighed, knowing she had a point.

"I guess you're right...It's just hard to lose control sometimes," Will said as Emma nodded. "I know exactly what you mean. Since I've been dating Carl, he's been teaching me how to loosen up," Emma said as Will made another face, if there was one thing he didn't want to hear anything about it was Emma's relationship with her dentist. "Really?" Will asked as Emma nodded, seeming too happy to detect his jealousy. "The other day he made me buy the green grapes and the red grapes at the market. Then we just mixed them together in a bowl, and we just ate them. It was madness. Sheer madness," Emma grinned. "Wow," Will said sarcastically. "You know what? That's fine. Make fun all you want but it's a start, and I am incredibly grateful for it," Emma said, shrugging it off. There was a knock at the door which Will and Emma turned around to see Carl Howell, Emma's dentist boyfriend standing there. "Hey now am I interrupting?" Carl asked. "Of course not. Hi," Emma grinned as the two kissed softly. "Hi," Carl smiled looking back into Emma's eyes. "What are you doing here?" Emma asked. "Well I was just talking to Principal Figgins about doing an assembly on good dental hygiene but apparently he doesn't seem to think it's a problem," Carl said, upset as his pager went off. "Damn it," he muttered as he answered the call.

"He seems worked up," Will chuckled. "He's just frustrated that the school board isn't taking it seriously," Emma said honestly as Will nodded. "I guess I can understand that," he admitted as Carl walked back in. "Sorry about that Ems, I need to get going, I've got another root canal but I'll see you tonight okay?" Carl said, kissing her softly. "Of course see you at 6:30 sharp," Emma smiled softly as she watched him leave lovingly. Will, however, continued to look on jealous, feeling as though he had lost his chance with Emma. Carl seemed like a pretty nice guy but there was just something about him that felt...off for Emma. It almost seemed like he was trying too hard to change her. Will tried not to let his feelings cloud his judgment but made a mental note to keep an eye on that relationship.

Cut to the choir room where Brittany and Santana were seated 'eating' their lunch which consisted of the usual Sue Sylvester Master Cleanse Drink. "You wanted to talk to me, San?" Brittany asked as Santana nodded. "I did Britt Britt, look, I know you've felt like you've lived your entire life in Britney Spears' shadow but don't you want to prove to everyone that you are just as talented as she is?" Santana asked as Brittany bit her lip. "I guess so...I just don't want to disappoint her," Brittany said seriously. "How would you disappoint her?" Santana said, confused. "Well, I kind of lied about thinking she was my clone," Brittany said seriously. "Oh?" Santana said, raising an eyebrow. "She's kind of my idol...I mean I grew up wanting to be just like her. It's why I got into dancing. I just made up all that stuff at glee practice because I don't want everyone else to sing her songs," Brittany said seriously as it finally clicked for Santana. "Oh my God, so you lied because you wanted to be the only one to sing Britney?" Santana said as Brittany nodded. "Exactly. I mean we have the same name so like...no one else can be as awesome as us," Brittany shrugged as Santana chuckled. "Why don't you just ask for the solo? I know Mr. Schue is kind of against us singing Britney anyway and it's a long shot we'd even get to perform one of her songs but if it really means that much to you Britt, I think you should," Santana encouraged Brittany who shook her head. "I just don't want to endure the vicious, vicious wrath of Rachel, you saw what happened to that foreign exchange student," Brittany said simply as Santana scoffed, she was going to kill Rachel for making Brittany feel this way "Besides, like you said it's not like Mr. Schue will change his mind." "What if we made him change his mind?" Santana asked. "What do you mean?" Brittany asked, confused as Santana took out her iPod, putting on '...Baby One More Time' by Britney Spears. "Just follow my lead," Santana smirked as they began to sing.

"Oh baby, baby. Oh baby, baby. how was I supposed to know that something wasn't right here? Oh baby, baby, I shouldn't have let you go and now you're out of sight, yeah," Santana sang looking at Brittany who smiled and soon joined in singing on the pre-chorus "Show me how you want it to be. Tell me baby 'cause I need to know now, oh because my loneliness is killing me," Brittany and Santana sang, dancing around together doing the steps to the music video. "And I," Santana sang. "I must confess I still believe," Santana and Brittany sang. "Still believe," Santana sang. "When I'm not with you I lose my mind. Give me a sign. Hit me baby one more time," Brittany and Santana sang together. "Oh baby, baby, the reason I breathe is you. Girl, you got me blinded. Oh, pretty baby there's nothing that I wouldn't do, it's not the way I planned it," Brittany sang as Santana watched her lovingly, proud of Brittany. Show me how you want it to be. Tell me baby 'cause I need to know now, oh because my loneliness is killing me," Brittany and Santana sang. "And I," Santana sang. "I must confess I still believe," Santana and Brittany sang. "Still believe," Santana sang. "When I'm not with you I lose my mind. Give me a sign. Hit me baby one more time. I must confess that my loneliness is killing me now. Don't you know I still believe that you will be here and give me a sign? Hit me, baby, one more time," Brittany and Santana sang. "I must confess," Santana sang. "My loneliness is killing me," Brittany sang at the same time "That my loneliness is killing me now," Santana sang. "I must confess I still believe," Brittany sang at the same time. "Don't you know I still believe," Santana sang. "When I'm not with you I lose my mind," Brittany sang at the same time. "That you will be here," Santana sang. "And give me a sign? Hit me, baby, one more time," Brittany and Santana sang together as they ended up in a pose together, both catching their breath.

"That was so awesome," Brittany grinned, hugging Santana. "Yeah it really was...you're amazing Brittany," Santana said seriously looking into Brittany's eyes. "Yeah well you're pretty amazing too," Brittany smiled softly. "So, what do you say? We go to Mr. Schue and say we want to do a Britney number?" Santana asked. "Only if you'll do it with me," Brittany said seriously as Santana nodded. "Okay. Let's do it," Santana smiled, linking pinkies with Brittany as they walked off together, both more confident than ever before.

Cut to the football field that afternoon where Artie is watching the football team practice, especially watching Mike, wishing he could trade places with him. Finn approaches Artie who seems lost in a trace which isn’t broken until Finn speaks. “Are you okay?” he asked. Artie sighed, shaking his head. “Tina broke up with me over the summer for Mike. And I just wished I could be a part of the football team somehow, you know, to try to win her back,” he said seriously. Finn sighed “Being a part of the football team isn’t exactly all it's cracked up to be,” he said, upset as he looked somewhat jealously toward Sam, who had taken over as quarterback. “I’m really sorry you lost your slot Finn,” Artie said sympathetically as Finn shrugged. “It seems like you’re the only one who is. Even my own girlfriend wishes I was off the team,” Finn sighed upset. “Wow…that sounds like Rachel. She seems to not really care about your feelings,” Artie observed. “It’s not like that. It’s just she worries I’ll leave her for some cheerleader if I was quarterback again,” Finn said. “Well then she doesn’t trust you and that’s not exactly good for a relationship either,” Artie said seriously. “I guess not..but I really care about her and I know she feels the same way about me, she just gets a little worried sometimes,” Finn shrugged as Artie didn’t seem so sure. 

Coach Beiste blew her whistle at Finn, wanting him and the second string team to go and practice. “I better get going but I really think you shouldn’t focus on the past and what you can’t change. Maybe try to be there for Tina more as a friend, I know it’s not what you want but trust me, friendship can be the best fountain to a relationship,” Finn suggested before heading off as Artie watched him leave, seeming to take Finn’s advice to heart.

Meanwhile, over at cheerios practice the Unholy Trinity are all stretching together as Brittany seems to be checking out most of the football players which annoys Santana. “You know there are a lot of cute guys on the football team,” Brittany said, waving towards them flirtatiously. “I guess so,” Quinn shrugged, trying not to focus on boys at all. “We should totally make our picks for who we want to go with Q,” Brittany grinned at Quinn. “Honestly, I’d rather just go with you girls. Having a date is always too much pressure,” Quinn said honestly as Brittany nods. “I could get behind that. I can just dance with other people’s dates,” Brittany grinned as Santana cringed, scoffing a bit. “Oh please, I have a date. You two can be desperate and go alone but I have a future king I’m going with,” Santana said smirking at Puck, trying to keep her mind off Brittany. Puck smirked back at Santana. Brittany frowned a bit at Santana’s comment but Quinn expected it. “Well all I know is I want to dance,” Brittany shrugged as she got in front of the Cheerios who were about to do a routine to ‘I’m a Slave 4 U’ as Brittany led them. She began to picture in her mind that she was dancing and singing like her idol, Britney Spears.

As the performance ends Brittany poses with the cheerios as we are pulled out of the fantasy and put back into reality as Quinn and Santana are on either side of her. “Alright take 5,” Santana told the squad who left as Brittany couldn’t help but feel even more confident in herself after envisioning her performance as Britney Spears.

Cut to the hallway as Artie approaches Tina at her locker. “Hey,” Artie said. “Hi,” Tina said as she turned towards him, seeming surprised he was finally talking to her “I haven’t talked to you since…” “I know…” Artie said, sighing “It hurt a lot when you broke up with me over the summer.” “I know it did and I’m really sorry I hurt you. I just fell in love over the summer with Mike and I know it doesn’t make things any better for you but for the first time in a long time I feel happy,” Tina said honestly as that seemed to sting for Artie but he was happy for her. “And I’m happy for you but I do still care about you Tina. Those feelings don’t just go away,” Artie said as Tina nodded. “I know they don’t but Mike truly gets me on a level we never had. I’m sorry if that sounds harsh but it’s the truth,” Tina said as Artie’s face fell. “It is harsh but I can only get stronger from this,” Artie said simply as he wheeled off as he began to perform Britney Spears’ ‘Stronger’.

As Artie performs he envisions himself being on the football team, being celebrated as a player as Tina watches jealousy, making him feel like he has the power. As he finishes the performance, he wheels off finally feeling ‘stronger’ than ever before.

Cut to the choir room where Brittany and Santana enter, pinkies linked. “Mr. Schue, can we talk to you?” Santana asked. “Sure what’s going on guys?” Will asked them. “Well..I thought about this a lot and I think I want the Glee Club to perform Britney Spears but only if I can be on lead,” Brittany explained as Will looked confused. “Why the change of heart Brittany? I thought you felt like Britney Spears was your clone that you couldn’t live up to,” Will said confused. “Well, I sang her songs with Santana and I realized I’m just as talented and as awesome as she is. Plus she’s kind of my hero and it’s kind of cool that we have the same name. I just want to share my awesomeness with the school,” Brittany said seriously. “While I love that you want to perform, I just don’t think singing Britney Spears is the most appropriate thing for this assembly,” Will said simply as Brittany pouted but Santana rolled her eyes. “Just listen to our performance and then judge,” Santana said as she put the music on for ‘Me Against the Music’  as she and Brittany began to perform for Mr. Schue.

As Brittany and Santana sing together they soon envision themselves as part of the ‘Me Against the Music’ music video seeming to have a great time as they perform. Will watches them perform while he enjoys the energy, he still doesn’t seem onboard. As the song ends Brittany and Santana pose together.

“Well Mr. Schue? What did you think?” Santana asked, catching her breath from the dancing. “I think you both did a great job, really, but I still think the song isn’t the most appropriate fit for the Glee Club,” Will said simply as Brittany pouted. Santana rolled her eyes “Yeah it’s not because your little pet Berry isn’t on the lead vocals.” “That’s not what I’m saying at all, Santana. I told you guys, I just don’t think singing any song by Britney Spears is the message we want to put out for the homecoming assembly. Maybe you two could find a different song to sing,” Will suggested as Santana rolled her eyes again. “Come on Britts, let’s not waste any more of our time,” Santana said, taking Brittany’s pinkie. Brittany nodded, leaving sadly with Santana as Will seemed to question if he made the right call for this problem.

Cut to Carl’s office as Will was sitting in the lobby waiting his turn. Soon he was called in, as Carl entered he seemed surprised that Will came to the office. “Will? What are you doing here?” Carl asked. “I came for my 6 month check up,” Will said simply as Carl made a face. “Okay…but I’m not your regular dentist,” Carl said as he called up Will’s chart on his computer “In fact it looks like you see Dr. Jones.” “Well with all due respect to Dr. Jones, I was thinking of switching dentists, that isn’t a problem, is it?” Will asked slyly and leadingly. “No…not at all let’s see now,” Carl said as he began examining Will’s teeth. "All right. Evidence of some grinding," Carl said as he wrote down some things on Will’s chart "I'll set you up with a night guard." "Fantastic. Happy to do it," Will said sarcastically. 

Cut to a family counselor's office where Quinn is seated with her parents who are in the middle of a heated argument over custody of Quinn. “This is the way things have been most of the time with my parents. Everything’s an argument. My mom filed for divorce over the summer and trying to get everything finalized has been a nightmare. My dad has fought her every step of the way for everything as little as a set of salt shakers to custody of me. I don’t even know why he cares. He’s the one who kicked me out and cut me out of his life but now he suddenly wants me back in his life. I think it’s just to give my mom the business again. She’s actually been incredibly supportive since I moved back home and I feel extremely lucky to have her,” Quinn said in a voiceover as we cut to a flashback of her and her mom.

Cut to the Fabray home where Quinn is laying down in bed, listless as her mom, Judy enters with a plate of bacon, Quinn’s favorite. “Knock knock,” Judy said as Quinn sat up. “Hey mom,” Quinn said as Judy sat on the bed beside her. “I brought you some bacon. I know it’s your favorite,” Judy said, handing it to her. “Thanks…I’m not hungry,” Quinn said simply, pushing the plate away as Judy looked concerned. “Quinnie, you need to eat something. I know I wasn’t always kind to you about your weight, especially in middle school,” Judy sighed, stroking her daughter’s hair. “Mom…it’s okay. I’m not going back to the place of starving myself, okay?” Quinn said seriously. “Are you sure? Because you haven’t eaten all day,” Judy said worriedly as Quinn sighed. “I just haven’t felt hungry or the will to eat…maybe it’s the medication but I promise you, I’m not going back to that place,” Quinn assured her mom who seemed to understand. “We’ll talk about that with the therapist. Just please eat a slice…for me?” Judy pleaded as Quinn nodded, eating a slice of bacon, knowing her mom was only looking out for her.