On patrol,
Buffy runs into two mouthless demons and succeeds in killing one, but some of its blood is absorbed through her skin. When her hand starts itching,
Giles explains that she may be infected with an aspect of the demon. Buffy worries about what physical attribute she might be getting and is horrified when
Willow wonders if the demon was male. The next day, as she is walking through the halls, Buffy finds that she can hear the thoughts of others. In class, she answers the teacher's questions about
Othello by listening to the thoughts of her classmates. She also hears the thoughts of Freddy Iverson, who writes editorials for the school newspaper and who has a negative opinion about everything at Sunnydale. Later that day, Buffy goes to the mansion to use her mind-reading abilities to check up on
Angel and find out the truth about what happened between him and
Faith. He informs her that she can no more read his mind than see his image in a mirror. He tells her that what happened with Faith meant nothing and that in 243 years, he has loved only Buffy. At the library, Buffy tells her friends about her ability to read minds. She learns that
Xander constantly thinks about sex,
Cordelia says almost exactly what she thinks, Oz thinks extremely deep thoughts, Willow thinks about how she is left out of things, and Wesley thinks about Cordelia romantically but reprimands himself for having amorous feelings for a student. In the lunchroom, Buffy hears that someone is planning to kill all the students. She tells everyone to get organized and find out who the potential killer is. Buffy goes home to rest while Willow and the others go around interviewing students and faculty. Angel hunts down the surviving demon and brings its heart in a glass mixed with other ingredients, after Buffy finds the effects of mind-reading to be stressful and distracting. He forces Buffy to drink it and she goes into convulsions. When she wakes up, she is no longer able to hear thoughts. Willow and the rest of the Scooby Gang locate all the students on the list except Freddy Iverson, so they all go looking for him. They finally corner Freddy in his office and learn that he is not the potential killer. They find a letter from
Jonathan apologizing for his upcoming actions. The gang finds Jonathan in the clock tower, assembling a rifle. Buffy takes it from him, and then discovers that he was planning to kill only himself. Xander checks the kitchen and stumbles upon a
lunch lady putting rat poison into the food. She tries to kill him with a cleaver, but Buffy knocks her unconscious. Giles and Buffy recap what happened as they walk in the school grounds. Buffy tells Giles that she now knows he had sex with her mother; Giles walks into a tree. ==Production==