A junior high school gym is set up to host the 25th Annula Putnam COunty Spelling Bee. Winners from local elementary and middle schools begin to arrive and check in with the bee's long-time hostess-and former champion- Rona Lisa Peretti (THE 25TH ANNUAL PUTNAM COUNTY SPELLING BEE). They are overseen by a group of grown ups who barely managed to escape childhood themselves. Audience volunteers are also welcomed to the stage. A glitch: Olive Ostrovsky does not have her entrance fee; she hopes her father will get there soon to straighten it out. Vice Principal Douglas Panch of Lake Hemingway-Dos Passos Junior High is announced as the day's word pronouncer- he's a last minute substitute for an ailing superintendent. Panch has a dubious track record at the bee but will try to do better this time. The rules are explained. When a speller misses a word a bell will ring - ding! - and the speller must immediately leave the stage, escorted by the bee's "comfort counselor", Mitch Mahoney (THE SPELLING RULES / MY FAVORITE MOMENT OF THE BEE I).

The Spelling Begins! Ten-year-old Legainne Schwarzandgrubeniere, the youngest contestant, whose two dads have helped her train for the event, gets through "strabismus" despite a potentially incapacitating lisp. Leaf Coneybear, second runner up in his own bee, surprises himself and his family in the audience by spelling his word correctly. Olive interrupts her own spelling (MY FRIEND, THE DICTIONARY) to protect the chair she saved for her dad. Soon spellers begin to fall (THE FIRST GOODBYE). Chip Tolentino, last year's Putnam champion, leads spellers in grumbling about the inconsistant word level, a point brought home when Marcy Park, Catholic school representative, nails "phylactery," and the very next speller gets "telephone" (PANDEMONIUM). Leaf gets another word he's never heard of (I'M NOT THAT SMART) and amazes himself by finding the correct spelling within. But no one has a technique as remarkable as that of the boy with the rare mucus membrance disorder, William Barfee, who spells words out with his foot (MAGIC FEET).

As spellers continue to fall by the wayside (THE SECOND GOODBYE), Chip is distracted by Leaf's sister in the audience. "Why did she have to wear such a fuzzy sweater?". Losing concentration, Chip backtracks to spell a word correctly- in violation of the rules, which state you may not adjust letters once spoken (PANDEMONIUM REPRISE) / MY FAVORITE MOMENT OF THE BEE II). The contestants variously reveal, "WHY WE LIKE SPELLING", while comfort counselor Mitch Mahoney marvels at the odd anthropology of the event and tries to teach future eliminated to exit with some dignity (PRAYER OF THE COMFORT COUNSELOR). At the snack break, Chip is made to help with the PTA bake sale. Humiliated, he begins throwing snacks into the audience (MY UNFORTUNATE ERECTION - CHIP'S LAMENT). He also throws peanuts at the highly allergic William Barfee. Olive comes to William's aid, but unused to sympathy, he initially responds with hostility.

Really, the only thing to do is continue spelling, but "Schwarzy" first takes a moment to thank her dads (WOE IS ME). Round after round of spelling continues in fast motion. These last five are fierce and furious spellers; no one's getting anything wrong. Park doesn't even hesitate. Barfee's foot is unfailing, and Coneybear is realizing the impossible: that he might, after all, be smart, until "ding". Leaf misses on "yeoman", all-too-reasonably leaving out the "e". The bell's echo sends him off - but in his own mind, undefeated (I'M NOT THAT SMART REPRISE).

The final four. Miss Park looks unbeatable. After all, Rona tells us, this girl speaks six languages! But Marcy's had enough. Sick of being presented as the perfect student, she launches into protest (I SPEAK SIX LANGUAGES), which at once shows off her skills and bemoans their tyranny in her life. Only Jesus' unexpected entrance gives this parochial school girl permission to liberate herself from perfection.

Down to three and Schwarzy wants it bad. But Panch is tired of all the questions, and loses his temper at her through questioning. One of Schwarzy's dads runs onstage, ostensibly to comfort her, but really to plant sabotage - the target is Barfee's magic foot. Meanwhile, Olive's father leaves a message with Rona: he's stuck at work, and will have to discuss the entrance fee later. Olive struggles to keep spelling (THE I LOVE YOU SONG). On Barfee's turn, the foot sabotage half works - he encounters a sticky substance that derails his technique- but he rallies and finds he can spell without his foot.

It's anyone's bee. Only - "ding!" - not Schwarzy's. She's defeated by her own thorough thinking, overcomplicating a simple word (WOE IS ME REPRISE). Down to two - Olive and Barfee. (MY FAVORITE MOMENT OF THE BEE III / SECOND). As they go head to head, they find joy in their sense of competence and connection. And Barfee has a new, unsettling experience: worrying about someone else. Still, only one can take home the two hundred dollar savings bond - and in the end William outspells them all and tearfully accepts check and trophy. Vice Principal Panch, however, announces a surprise runner-up cash prize. It happens to match the amount needed for Olive's entrance fee - and it happens to come out of Panch's own wallet - but Olive, none the wiser, is thrilled. Rona gets the gesture - and her acknowledgement makes even Panch feel like a winner (FINALE).