Written by Jane Espenson; directed by Regis Kimble

Two mouthless demons chase Buffy through a playground at night. She trips and falls to the ground, which makes the demons think that they’ve gotten the better of her. Little do they know that she tripped on purpose, knowing that “demons can’t resist a run and stumble.” Fighting ensues, and Buffy stabs one of the demons, though the other one gets away. She doesn’t see that her hand has come into contact with some of the dead demon’s blood. At school the next day, Buffy fills Willow in, stating that at least mouthless demons don’t have teeth. Buffy, Willow, Xander, and Oz assemble in the library, where Giles starts to tell them about the progress they’ve made in researching the Mayor’s Ascension (see “Enemies”). He announces that it’s “not the ritual flaying of the demon Azarath,” then admits that he has no idea what it is. “That was kind of an anti-climax,” Oz comments. Buffy scratches her hand as Wesley enters and learns that Giles was filling the Scoobies in on what he’s learned about the Ascension. “And what took up the rest of the minute?” Wesley asks. Giles cedes the floor, challenging Wesley to give some information that he ascertained with help from the Council’s resources. Wesley begins to announce that the Ascension isn’t related to the ritual flaying of the demon Azarath and all of the Scoobies get up and leave.

In the hallway, Willow asks Buffy if she’s talked to Angel recently. Buffy says that, after seeing him “pretend bad” (again, see “Enemies”) shook her up. She worries that he was tempted by Faith, and Willow encourages her to ask him about it. A basketball player named Hogan heads down the hall with Percy (see “Doppelgangland”) and Xander complains that Hogan is full of himself because everyone loves him. Hogan greets Xander by name and Xander turns into an excited basketball groupie. Willow scolds Percy for not finishing a reading assignment and Hogan congratulates her on helping Percy achieve a slightly higher level of intelligence. Buffy is surprised to learn that Willow is going to the basketball game that evening and laments the fact that she can’t go because she has to patrol. On her way to class, she keeps scratching her hand. In the library, Giles looks up the demon that Buffy killed and discovers that it sometimes infects people with an aspect of itself. Buffy is less than thrilled with this possibility and Giles tries to convince her that her itchy hand has nothing to do with the demon. He suggests that she not worry about trying to track down the other demon. Later, the Scoobies join the rest of the school for a pep rally, where the cheerleaders, including Cordelia, spell out the names of the basketball players. Willow reads an editorial in the school paper by a guy named Freddy, who calls the cheerleaders “pseudo-prostitutes” who try to get people interested in “pointless athletic competition.” Willow notes that the paper has been depressing recently, but Oz says that he hasn’t noticed because he only reads the obituaries.

Willow notices Buffy messing with her hair and gets her to admit that she’s checking for horns. They head away from the guys and Willow tries to convince Buffy that Giles doesn’t know what he’s talking about. Xander talks about how over Cordelia he is, but he freaks out when he spots Wesley looking at her. “You’re a very complex man, aren’t you?” Oz asks. Buffy tells Willow that she’s afraid of being infected and changing, but Willow tells her that she’ll be okay. Buffy walks through Sunnydale that night, checking for horns again with a small mirror. Angel appears behind her and startles her, causing her to comment, “I didn’t see you, so I should’ve known you were there.” He tells her that he’s keeping an eye on her to make sure she’s safe from Faith and notes that something’s bothering her. She tells him what happened and he assures her that some demons “exaggerate their power,” so she may not wind up being infected with anything. She tells him that she spends so much time in the dark, it won’t matter if she winds up with something demon-y. He replies that he’ll love her no matter what, even if she’s slimy. At school the next day, Willow, Xander, and Oz discuss the previous night’s basketball game, excitedly talking about the school’s victory. Buffy approaches and they quickly shut up, not wanting to make her feel bad about having to miss the game. They try to convince her that it wasn’t that interesting, but Cordelia overhears and announces that it was the most exciting game ever. As the Scoobies keep talking, Xander watches Cordelia and thinks, I wonder if she and Wesley have kissed. Buffy notes that he’s really bothered by the thought of them together and Xander replies, “Man, you read my mind.” Buffy suddenly realizes just which aspect of the demon she’s acquired.

Buffy walks down a hallway, overhearing the thoughts of teachers and students. One teacher thinks, If we could just get rid of all the students, and a student thinks, “Maybe I’ll take French,” I said. “How hard can it be? French babies learn it. IDIOT!” Buffy stops when she overhears a guy thinking about how beautiful she is, but she quickly runs off when his thoughts turn a little too kinky for her. In the library, she tells Giles that if this is what she’s stuck with, she can live with it. He says that he’s not convinced she can actually read thoughts, and she demonstrates her new abilities by telling him that when she walked in, he was thinking, “Look at her shoes. If a fashion magazine told her to, she’d wear cats strapped to her feet.” He realizes that the demons are telepathic, which explains why they don’t need mouths. She tells him that she was overhearing thoughts all throughout the hallway and reveals that Snyder had “Walk Like an Egyptian” stuck in his head. She mentions that she could use her newfound skills to her ability and Giles agrees, stating that she could anticipate demons’ moves when she’s fighting them. Buffy, however, has something different in mind - knowing the answers in her classes. In English class, Buffy is able to answer questions about Othello before Nancy, a know-it-all girl who hates her. The teacher is impressed that Buffy is suddenly so smart and Willow is impressed that Buffy both read and understood the assignment. Xander is just confused, unaware that there was an assignment at all, and more interested in noting that their teacher is hot. Buffy overhears a guy in the corner thinking about how annoying his fellow students are, and Willow tells her that it’s Freddy, the writer of the newspaper’s “sardonic” editorials. Everyone’s impressed when Buffy is able to determine that Iago is the dark half of Othello, and she does some deep thinking when the teacher talks about everyone having his or her own “little internal Iagos.” “You never really see what’s in someone’s heart,” she says.

Buffy slips out of school to pay Angel a visit at the mansion and try to read some of his thoughts to determine his true feelings about Faith. He catches on to what she’s doing and tells her that she can’t read his thoughts - they’re like his non-reflection in a mirror. He assures her that she never has to play games with him, but she points out that he’s “not exactly Joe Here’s-What-I’m-Thinking.” He encourages her to ask, then tells her that he hated hurting her. He says that he’s been with a ton of bad girls before, which makes her reply, “Oh, this honesty stuff is fun.” Angel tells her that in all of his years of being undead, he’s only loved one person. He adds that she might think her telepathic abilities are fun now, but that they could turn out to be painful. Back at school, the Scoobies gather in the library and learn about Buffy’s new skills. Xander immediately freaks out that she’ll be able to know his “every impulse and fantasy.” Cordelia thinks, I don’t see what this has to do with me, then says, “I don’t see what this has to do with me.” Willow tells Buffy that she thinks the telepathy will be good to have, but she thinks at the same time that Buffy won’t need her anymore. Buffy assures her that she does need her and Cordelia deems her creepy. Giles and Wesley start to research while Oz thinks, I am my thoughts. If they exist in her, Buffy contains everything that is me and she becomes me. I cease to exist. Out loud, he says, “Hmm.” Xander continues to freak out, since he thinks about sex all the time. He tries to do some math in his head to redirect his thoughts, but he winds up thinking about a naked Buffy instead. “Is that all you think about?” Buffy exclaims. “Actually…‘bye,” Xander replies, quickly fleeing the library.

Wesley warns the others that they’ll find themselves facing the same problems as Xander, and as Giles picks up the conversation, he starts thinking about Cordelia. He stops when he sees Buffy watching him with an amused look on her face. Willow asks Buffy what the telepathy is like and Buffy says that it’s like having a bunch of doors open to different worlds and being able to walk through them. No one else exists, either. Buffy is all of us. We think, therefore, she is, Oz thinks. Willow thinks that Buffy will now know what Oz is thinking, which she herself never does, and worries that Buffy will know Oz better than she does. Buffy tells her not to think that but Willow says she can’t help it. Upset, she leaves, and Oz goes after her. Whatever. I wonder when I can go, Cordelia thinks before saying, “Whatever. Can I go?” Wesley looks out from Giles’ office and asks if Buffy can hear him thinking in there. She decides to leave and walks through the hallway, hearing everyone’s thoughts again. Most of the students are self-conscious or are thinking about other students, either how much they like or hate them. Giles finds an account of a man who was afflicted with telepathy the way Buffy was, and is shocked to learn that the power drove the man insane. In the cafeteria, Buffy overhears more thoughts, including Jonathan’s, and is overwhelmed by the amount and volume of them. Suddenly, they all pause and she hears someone think, This time tomorrow, I’ll kill you all!

Buffy drops her tray, to the amusement of her classmates, and starts running around the cafeteria, trying to figure out who made the proclamation. The students’ thoughts become so overwhelming that she collapses on the floor, unconscious. She wakes up outside with the Scoobies around her, all thinking about their relief that she’s okay (except Cordelia, who thinks, I’m cold). Buffy announces that someone in the cafeteria is plotting to kill people and Xander says, “See, I’ve been saying for years that the lunch lady’s gonna do us all in with that mulligan stew.” Unfortunately, she doesn’t have any helpful information, including a gender or age. Buffy tries to head back towards the school, but everyone’s thoughts overwhelm her again and she has to stop, then ask the Scoobies not to think so loud “or so much.” Giles says that he’s going to take her home, but before she goes, she tells the Scoobies to try to find the killer. She suggests that they go back to the cafeteria and make a list of everyone who’s there. As Giles leads her off, she tells him that she feels like her head is being invaded. He assures her that he and Wesley are looking for a way to help her and tries to convince her that she’ll be okay. If it doesn’t go away, he thinks, she’ll go insane. Willow, Xander, Cordelia, and Oz go back to the library after compiling their list and Willow says that she’ll compare their list to FBI profiles of mass murderers. Xander says that he can’t believe someone’s going to kill a bunch of people, and Oz and Cordelia point out that it’s not exactly unheard of. Willow reminds them that they do live on a Hellmouth and encourages them to get to work, since they only have 24 hours. At home, Joyce tucks Buffy into bed, making excuses to leave the room every few seconds. Buffy asks her to just sit with her, but Joyce uncomfortably tries to find something else to do. Suddenly Buffy sits up and exclaims, “You had sex with Giles?!” Joyce gasps as Buffy repeats herself, even more horrified. Joyce explains that it was the candy’s fault (see “Band Candy”) and Buffy says, “On the hood of a police car?!” Joyce skedaddles, but not before Buffy hears another thought and exclaims, “TWICE?!”

Back at school, Willow passes out a narrowed-down list of suspects to the other Scoobies and has to tell Xander and Cordelia to stop bickering. She sends them and Oz off to talk to people, reminding them to use the sample questions she’s provided, write neatly, and label their work. Later, Willow tries to interrogate Jonathan in the library, but it goes about as well as it did in “Go Fish.” She tries to get him to admit that he wants people to pay attention to him, but he doesn’t quite catch on. Oz talks to Hogan, telling him that the questions are for a personality profile for the yearbook and asking him if he’s under pressure to maintain a false persona. Hogan answers that he’s under “moderate strain,” concerned with getting the answer right. Cordelia goes to a teacher and asks, “I was just wondering, were you planning on killing a bunch of people tomorrow? Oh, it’s for the yearbook.” Xander turns his assignment into an opportunity to meet girls. Oz tries to talk to Freddy but finds him out of the office. He doesn’t realize that Freddy is actually hiding under his desk. That night, Buffy overhears the thoughts of people all through her neighborhood and can’t get them to go away. Giles and Wesley continue to research in the library, learning that the heart of the demon that got away will cure Buffy. However, they don’t know how to get the heart without Buffy’s help. Not to worry - Angel’s on the case, doing some attempted demon slaying back at the playground.

The next morning, Willow talks to Nancy at school, finding her less than willing to cooperate. Xander talks to Larry, trying to keep the conversation private, and is surprised to hear that Larry’s so out (see “Phases”) that his grandmother is trying to set him up with guys. He senses that Xander is having trouble coming out and tells him to contact Freddy about putting a “tasteful” announcement in the school paper. Oz tries again to talk to Freddy, who sees him around the office and takes off. The Scoobies reconvene in the library, having talked to everyone except Freddy, but still aren’t sure who the killer is. At the Summers’ house, Joyce worries about Buffy and Giles tells her that all of the thoughts must be running together in her mind. Angel arrives with the demon’s heart, which he makes Buffy drink. The potion makes her freak out and he yells for Giles. The Scoobies walk through the quad at school, not seeing Jonathan, who’s up in the clock tower with a rifle. Buffy wakes up after her demon heart encounter and everyone is relieved to learn that she no longer hears others’ thoughts. Willow, Xander, Oz, and Cordelia ambush Freddy in his office and accuse him of plotting to murder students. He’s confused by this, thinking that they came to blast him for a bad review he gave Dingoes Ate My Baby. Buffy arrives and tells the Scoobies that, since they haven’t found the killer, they’ll get Snyder to evacuate everyone. Cordelia finds a letter to the editor on Freddy’s desk and reads it: “By this time tomorrow, you’ll all know what I’ve done. I’m sure you understand that I had to do it, and that although death is never easy, it’s the only way.” Irritated, she laments, “Doesn’t anyone write in to praise the cheerleaders? We are so unsung.” Willow sees that the letter was written by Jonathan and can’t believe she let the “slippery weasel” get away. The Scoobies split up to find him as he puts together his rifle in the clock tower. Buffy finally spots him and runs up a railing to get to him. Nancy spots her and says, “I could have done that.”

Buffy crashes through the wall of the clock tower and comes face to face with Jonathan, who points his rifle at her. He orders her not to try to stop her and she calmly tells him that she’s not going to leave. He tells her that they’re not friends and that everyone thinks he’s a “short idiot.” She admits that she doesn’t give much thought to him at all and that she’s not the only one. She tells him that she understands what he feels and, when he doesn’t believe her, lets him know that everyone’s life isn’t as wonderful as he thinks. She informs him that all of the students are lonely and that he may think they’re not thinking about their problems, but they are. Jonathan lowers the rifle and Buffy gets him to give it to her. “I just wanted it to stop,” he tells her. She replies that killing a bunch of people wasn’t his best option and he asks her what she’s talking about. He tells her that he wouldn’t hurt anyone and admits that he came up to the clock tower to kill himself. Xander heads to the cafeteria in his search for Jonathan and spots some Jell-o. Just as he’s about to eat it, he sees the lunch lady pouring rat poison into a pot. He starts yelling and turning tables over to stop the other students from eating it. The lunch lady comes after him with a butcher’s knife and is stopped by Buffy, who battles with her and finally knocks her out. The next day, Buffy tells Willow that things between her and Angel are better. Giles approaches as Willow heads to the yearbook to turn in the murderer profiles, which turned out to be interesting reads. Giles asks after Jonathan, who Buffy says got suspended and is starting to look at her like he wants to ask her to the Prom. Giles encourages her to accept, but she’s not too thrilled with the idea. He asks if she’s up for training after school and she agrees. “You know,” she says, “if you’re not too busy having sex with my mother.” She walks off as Giles walks straight into a tree.

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: It’s the quiet ones you have to watch out for.

GRADE: A- Another clever storytelling method, and another great twist ending.

MEMORABLE QUOTES - Buffy: “Is it me or is this really lame?”
Oz: “I don’t know. I usually enjoy lameness, and this is leaving me kinda cold.”

Cheerleaders: “T. O. M. It’s Tom! Gooooo Tom!”
Xander: “They really are very good.”
Oz: “Their spelling’s improved.”

Oz: “It was intense.”
Xander: “Yeah, for a minute there I thought you were gonna make an expression.
Oz: “Well, I felt one coming on. I won’t lie.”

Angel: “And, Buffy, be careful with this gift. A lot of things that seem strong and good and powerful, they can be painful.”
Buffy: “Like, say, immortality?”
Angel: “Exactly. I’m dying to get rid of that.”
Buffy: “Funny.”
Angel: “I’m a funny guy.”

Look at Cordelia. No! Don’t look at Cordelia! She’s a student! Oh, I am a bad man. I’m a bad, bad man!” - Wesley

Xander: “You have no shame.”
Cordelia: “Oh, please, like shame has something to be proud of.”

Xander: “We do have this, people - today’s editorial titled ‘Big Game Draws Mindless Brain Dead Mob.’”
Cordelia: “Does he mention the cheerleaders? Because we were on.”

Jonathan: “Stop saying my name like we’re friends! We’re not friends! You all think I’m an idiot! A short idiot!”
Buffy: “I don’t. I don’t think about you much at all. Nobody here really does. Bugs you, doesn’t it? You have all this pain and all these feelings and nobody’s really paying attention.”
Jonathan: “You think I just want attention?”
Buffy: “No. I think you’re up in the clock tower with a high-powered rifle because you wanna blend in. Believe it or not, Jonathan, I understand about the pain.”
Jonathan: “Oh right. ‘Cause the burden of being beautiful and athletic, that’s a crippler.”
Buffy: “You know what? I was wrong. You are an idiot. My life happens to, on occasion, suck beyond the telling of it. Sometimes more than I can handle. And it’s not just mine. Every single person down there is ignoring your pain because they’re too busy with their own. The beautiful ones. The popular ones. The guys that pick on you. Everyone. If you could hear what they were feeling. The loneliness. The confusion. It looks quiet down there. It’s not. It’s deafening.”

Willow: “So you’re feeling better about Angel?”
Buffy: “Well, we talked, and then he ripped out the heart of a demon and fed it to me, and then we talked some more.”
Willow: “See! That’s how it should work!”

Buffy: (re: Jonathan) “Except, he’s starting to get that look, you know, like he’s gonna ask me to prom.”
Giles: “Well, it would probably be good for his self-esteem, if you….”
Buffy: “Oh come on! What am I, Saint Buffy? He’s, like, three feet tall!”

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