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While setting up for the spelling bee, moderator Rona Lisa Peretti has a flashback to when she won the Third Annual Spelling Bee, but is interrupted by the entrance of Chip Tolentino. The spellers are introduced as they enter, and they sing about their anticipation of the bee ("The Twenty-Fifth Annual Putnam County Spelling Bee"). Rona calls up four audience participants and requests to speak privately to Olive Ostrovsky, who has not yet paid the entrance fee. After Olive reveals that her parents are not present and she arrived by bus, Rona decides to let the fee slide for the moment. She then introduces the official word pronouncer, Douglas Panch, and comfort counselor, Mitch Mahoney. Mitch leads the spellers in the Pledge of Allegiance with everyone speaking at different speeds. While Panch explains the rules, Rona gushes over what she loves about the bee ("The Spelling Rules / My Favorite Moment of the Bee 1"). The spelling bee begins. Each time a speller is called, Rona shares a piece of information about them. When Leaf Coneybear is first called up, he has a flashback that reveals he came in third in his local spelling bee and only qualified for the county bee because the winner and first runner up couldn't make it. His word is capybara, which he ends up spelling correctly while in a trance. Olive is shown to be shy and reserved, a result of her largely absent parents. She has come to love spelling by reading the dictionary in her home ("My Friend, the Dictionary"). When William Barfée is called to spell for the first time, Rona describes his unusual technique – he spells the word out on the ground with his foot to get a visual before speaking it. After the audience spellers get easy words (except for the unlucky one who gets epicalyx), the cast spellers rant about how the element of luck makes the bee unfair ("Pandemonium"). Logainne then gets cystitis, and is shown studying with her two often-arguing fathers in a flashback. When Leaf is called the second time, he reminisces about how his family calls him "dumb" ("I'm Not That Smart"). Barfée is called, and sings about his technique ("Magic Foot"). When Marcy is called for the second time, she correctly spells qaimaqam, proving herself to be the best speller, though she is somewhat hurt when Rona claims that she is "all business". Chip is called next, but he is reluctant to take his turn because he has an erection after fantasizing about Leaf's sister, Marigold, who is sitting in the front row of the audience. Under threat of disqualification (a fact not helped because he is asked to spell tittup), he misspells his word (T-I-T-U-P) and Mitch hauls him off ("Pandemonium (Reprise) / My Favorite Moment of the Bee 2"). At this point, the last audience speller is eliminated. Mitch sings a special serenade to this audience member for making it this far ("Prayer of the Comfort Counselor"). Panch calls a snack break, and Chip passes through the audience selling snacks. He explains to the audience why he lost ("My Unfortunate Erection (Chip's Lament)"). Barfée taunts Chip, who throws a bag of peanut M&M's at him. Barfée is allergic to peanuts, so Olive picks them up for him. Olive and Barfée converse before the second half of the bee begins, with the line from Olive "Did you know that if you switch the first two vowels of Olive, it becomes I love?" Barfée responds with "Well, did you know if you switch the first two vowels of William you get... William?" Olive finishes with "But if you switch the next two, you get Will Aim?" and Barfée begins to develop a crush on Olive. Logainne describes her two overbearing fathers and the stress that they put on her ("Woe Is Me"). In a montage sequence, the bee is shown progressing through many rounds, ending with Leaf's elimination. He walks away with his head held high, having proven to himself that he is smarter than his family gave him credit for ("I'm Not that Smart (Reprise)"). Marcy reveals more about her stressful life ("I Speak Six Languages"). She is given the word camouflage, to which she sighs, "Dear Jesus, can't you come up with a harder word than that?" Jesus then appears to her and teaches her that she is in control of her own life. Resolved to do what she wants rather than what is expected of her, she intentionally misspells the word (camouflajzh) and exits excitedly ("Jesus / Pandemonium (Reprise #2)"). Olive gets a call from her father, who she has been hoping would arrive. Panch attempts to disallow her from answering the phone, but she persuades Rona to take the call for her, leading her to learn that her father will miss the bee due to working longer than expected. Logainne then begins an ad-libbed rant about the bee, her fathers, and current political events. Panch lashes out at Logainne for asking for alternate definitions of a word more than 3 times, and is escorted offstage by Rona and Mitch. One of Logainne's fathers jumps onstage to calm Logainne down and pours some of his soda on the floor to make Barfée's foot stick and thus disrupt his technique. With Panch calmed down, Olive is called to spell. She imagines her parents being there and giving her the love that she always has wanted and yearned for ("The I Love You Song"). Barfée is called to spell next, and spells his word correctly despite the soda causing his foot to stick. Logainne misspells her next word by over complicating it (vug → V-U-G-G-H-E) ("Woe Is Me (Reprise)") and Rona is excited that it has come down to the final two ("My Favorite Moment of the Bee 3"). The finals are shown through another montage ("Second"), and Olive and Barfée continue to grow closer. Eventually, Olive misspells a word, giving Barfée a chance to win. He is torn between winning and letting Olive win, but with Olive's encouragement, he spells his word correctly. Panch awards Barfée the large trophy and two hundred dollar prize, and, in a surprise act of charity, pays Olive's entrance fee, calling it a "runner-up prize." Olive congratulates Barfée, and each character reads a sentence or two about what they do in the years and decades after the main action of the musical ends ("Finale").
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