A mouthless demon infects Buffy with the ability to hear everyone's thoughts, but what starts out as a useful power soon turns into a curse.


(as Regis B. Kimble)


(created by), | 2 more credits »

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Episode cast overview, first billed only:
Rupert Giles (as Anthony Stewart Head)
Larry Blaisdell (as Larry Bagby III)
Freddy Iverson (as Keram Malicki-Sanchez)
Justin Doran ...
Hogan Martin
Nancy Doyle (as Lauren Roman)


After an encounter with a mouth-less demon, Buffy is infected with the demon's blood and she gains the ability to hear people's thoughts. At first her newfound ability is useful for cheating on schoolwork and eavesdropping on the thoughts of those around her, but when the voices continue to flood her mind, she realizes that she cannot control the power. Amid the chaos, Buffy hears a killer planning a mass murder at the school. Now she must keep herself from going mad long enough to prevent a catastrophe. Written by Alex

Plot Summary | Plot Synopsis


TV-PG | See all certifications »

Parents Guide:





Release Date:

28 September 1999 (USA)  »

Company Credits

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Technical Specs


Sound Mix:


Aspect Ratio:

1.33 : 1
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Did You Know?


Although Jane Espenson was the author, in her DVD commentary she says that the scene in which Buffy repeats her teacher's very sophisticated theories on William Shakespeare's play "Othello" was written instead by show creator Joss Whedon. See more »


When Buffy is talking to Angel about his charade with Faith, Angel's necklace jumps from being tucked inside Angel's shirt to lying over top of his shirt and back again. See more »


Giles: Feel up to some training?
Buffy: Sure! We can work out after school, you know, if you're not too busy having sex with my *mother*!
See more »


Featured in Buffy the Vampire Slayer: The Gift (2001) See more »


Buffy the Vampire Slayer Theme
Written by Nerf Herder
Performed by Brandon K. Verrett
See more »

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User Reviews

The One Where Buffy Can Read Minds...
18 May 2015 | by (Australia) – See all my reviews

I love this episode. It's one of my all-time favorite episodes from the entire series.

In this episode, after Buffy runs into a mouth-less demon, she gets infected with its blood and gains the ability to hear people's thoughts. It's really quite hilarious until the thoughts become too overwhelming and too disturbing for her to handle. She thinks she's going to go crazy, and when she hears about someone wanting to kill students, she has to find the person, to stop people from being killed.

Fun Fact: We discover that the Sunnydale High School newspaper has an obituary section.

Fun Fact: The scene at the end of the espied where Giles walks into a tree was Anthony Stewart Head's idea, the actor who plays Giles.

Fun Fact: This episode was filmed before the Columbine massacre, but was scheduled to air a week after. Because of this, it was delayed until this season.

Overall, I give this episode a 10 out of 10, which in my ratings book is: Freaking Ridonkulous.

2 of 2 people found this review helpful.  Was this review helpful to you?

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