As a storm brews over Corona, King Frederic comes into Rapunzel's room to ask her which of his portraits they should put up in the main hall, even though they look the same. However, he finds that Rapunzel is not in her room, and comes across her opened journal. When he reads about all the dangers she's experienced recorded in her journal, he orders the Captain to "discreetly" tighten security around his daughter. Rapunzel and Pascal were in the village bookstore, reading books, before they realized they were being followed by the guards. So, Rapunzel tries to shake them off by hitching a ride on a wagon of pumpkins to the Snuggly Duckling.
It starts to rain by the time they arrive at the pub, and they go inside to take shelter. However, moments after walking through the door and taking a seat, the Captain shows up to escort Rapunzel back to the castle, only to be told that the roads are flooded. While waiting out the storm, the Captain tries to build up the fire with a club on display. The Thugs warn him not to touch it, but it was too late. The moment he moved it, the Pub suddenly shivered with ghostly wails. After the thugs respectfully put it back they tell Rapunzel and the Captain that the club must never be disturbed, for it had long been rumored to be haunted. It once belonged to the original owner of the Snuggly Duckling, Ruthless Ruth, who was considered the meanest pub thug to have ever lived. The club she owned was called the "Listen Up" club, which she used to intimidate her customers. Legend has it that anyone who disturbs it will encore the wrath of the Ruthless Ruth's wraith. The Captain does not believe any of this, and decides to take his chances in the rain rather than having to listen to any ghost stories. Suddenly, the lights go out, the shutters slam shut and door mysteriously becomes stuck all by themselves. The Thugs quickly assume it's the wrath of Ruthless Ruth, while Rapunzel and the Captain remain calm, certain that there are no such thing as ghosts. However, they are proven wrong when they see Shorty briefly possessed by Ruthless Ruth, warning that they shall be trapped forever unless they figure out what she wants before dawn.
The Captain focuses on getting Rapunzel out, while she wants to try and figure out what Ruthless Ruth wants. Asking to know more, Big Nose and Hook Foot tell Rapunzel more about Ruthless Ruth and the Listen Up Club. According to them, Ruthless Ruth lived to terrify those around her. She would go on terrible rampages, storming through the streets of Corona. No one knew when she would strike, but when she did no man, beast or building foundation was safe from the swing of Ruth's fearsome club. Afterwards, she would return to the pub and carved a marking in her club for every unlucky creature she destroyed in her path. Everyone in Corona lived in fear of Ruthless Ruth until the day she died, and the only way to appease her is to figure out how to "Listen up" or they will be trapped in the pub forever. Suddenly, musical instruments begin to play by themselves. The Captain and the Thugs try to use Vladimir as a battering ram to break the door while Rapunzel remains on trying to figure out what Ruth wants. All she gets is a ghostly voice telling her the same thing "Listen up".
It is almost three in the morning, and everyone is still trapped inside the Snuggly Duckling. Time is running short, and Rapunzel has still yet to figure out what Ruthless Ruth wants. So far she has discovered that the thing holding Ruth's club on display is a tuning fork. Pondering on the stage, Rapunzel discovers the fork opens a door leading to a secret music room. Meanwhile, the Captain and the Thugs finally manage to get the door open. They try to escape, but end up going through a portal that sends them back into the pub. In the secret music room, Rapunzel and Pascal meet the ghost of Ruthless Ruth. She tells her the rumors about her are wrong. While she was indeed barbarian, she even had dreams to write songs to be heard at the pub, but was afraid that no one would listen to them. Rapunzel finally figures out that "Listen up" means "listen to her song", and the markings on her club are actually musical notes. She tells everyone they have to play her song in order to escape. Rapunzel sits at the piano and plays Ruth's song reading the notes on the club. It starts to work, and pretty soon everyone joins in. However, the Captain blindly destroys the club, thinking it will defeat the ghost.
Destroying the club makes Ruthless Ruth so furious, that she attacks everyone and possesses the Thugs to attack the Captain. She does not stop until Rapunzel pleas for her they can still finish the song. Ruth says they cannot, because the club is destroyed and with it her music, but Rapunzel convinces the ghost that her song can still be played from her heart if she sings it to them. Calming down, Ruth is not so sure, but with some encouraging words from Rapunzel she sings her song to everyone in the pub. Soon everyone sings along, including the Captain, just as morning rises. With her dream fulfilled, Ruth can move onto the afterlife, the Thugs are free, and Rapunzel and the Captain can return to the castle.
Rapunzel prepares to confront her father on his actions. Before she can, however, she witnesses just how traumatized and broken her father truly is, and comes to understand that his actions are genuinely out of love. Because of this, Rapunzel makes the decision to hold off on any confrontation.
- Mandy Moore as Rapunzel
- Jeff Ross as Hook Foot
- Jeffrey Tambor as Big Nose
- Steve Blum as Atilla, Moosehead
- Charles Harlford as Vladimir
- Paul F. Tompkins as Shorty
- Danielle Brooks as Ruthless Ruth
- M. C. Gainey as Captain of the Guards
- Clancy Brown as King Frederic
- Sean Hayes as Pete
- Diedrich Bader as Stan
- Peter MacNicol as Nigel
- This is the first episode in which neither Eugene nor Cassandra appear. Both Eugene and Cassandra make a cameo as drawings in Rapunzel's journal, however.
- The scene where Ruth's head is floating in a black void is a nod to Madame Leota from the Haunted Mansion.
- Likewise, the moment where a mounted deer head turns to look at the heroes and speak to them is taken from a scene in the Sam Raimi horror movie Evil Dead 2. Coincidentally, the protagonist of that movie, Ash Williams, shares a voice actor with one of the characters in the show, King Edmund (Bruce Campbell).
- A book titled Beauty and the Beast can be seen among the books shelved in the village bookstore.
- There was originally going to be a scene where the Captain of the Guards showed off some righteous dance moves during Ruth's song.
- The episode suggests that Big Nose left Assunta for another woman named Rhonda.