Buffy is being chased by a pair of mouthless demons. She kills one; its glowing blood seeps into her skin.

Giles has eliminated a few possibilities of the mayor's plan, but he hasn't figured out the plan. Wesley fails to keep the Scoobies engaged after not finding out new information.

Willow encourages Buffy to ask Angel about his thoughts regarding Faith. Buffy feels left out when everyone plans to go to the big game.

Giles warns Buffy that the demon blood could have infected her. She might develop a part of the demon. Willow tries to reassure her that she should be fine.

Buffy and Angel argue a bit over their unsaid thoughts and the Faith drama. Angel tells Buffy that he loves her.

Buffy overhears Xander's thoughts when he thinks about Cordelia and Wesley. She starts hearing the thoughts of the students in the hallway.

The demon Buffy defeated was telepathic. Giles is excited that Buffy could use this power to gain the advantage on her enemies. Instead, Buffy uses the power to do well in class.

Buffy tries using her new ability to hear Angel's thoughts. Unfortunately, his vampirism blocks out her powers since he's not alive.

Buffy and Giles tells the Scoobies of her new abilities. She overhears the thoughts of the others: Xander thinks of sex, Oz has a philosophical debate, Willow worries of not being needed anymore, Wesley thinks of Cordelia, and Cordelia is bored.

Giles learns that the last person who had this ability died when their brain exploded. Buffy's mind-reading ability gets out of control. She overhears someone in the Sunnydale High cafeteria saying that they will kill everyone the next day.

Buffy collapses from the thoughts; she needs to get rest. The Scoobies will do a search to find out the potential attacker.

Buffy overhears Joyce's thoughts and discovers that she slept with Giles on the roof of a police car.

The Scoobies interrogate people who were in the cafeteria. They use Willow's questionaire to do a psych evaluation.

Angel fights the other demon to retrieve its heart for Buffy.

Nancy, the mean pushy girl, thinks Willow is suspicious. Larry reveals to Xander that he is fully out of the closet.

Freddy's editorial in the school paper gives everyone pause. He is the leading suspect.

Angel feeds Buffy the demon heart to get better. She has a strong reaction to the ingredient. Buffy loses her ability to read minds.

Jonathan is in the clock tower of Sunnydale High. He pulls out a rifle case.

The Scoobies interrogate Freddy about his piece; his next editorial will be about Oz's band. Cordelia discovers a troubling note from Jonathan that's sent to the school paper. They determine he might be the killer.

Buffy breaks into the clock tower to stop Jonathan. She gives a speech to convince him to not use the gun; he agrees. He didn't plan to kill everyone; he wanted to kill himself.

After almost eating a bowl of jello, Xander sees the cafeteria lady pour rat poison into the food. He gets everyone to stop eating before it's too later. Buffy fights the cafeteria lady and knocks her out.

Jonathan gets suspended for bringing a gun to school. He's going to get help for his inner demons.

Buffy teases Giles with knowing that he slept with Joyce.