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.


Regis Kimble (as Regis B. Kimble)


Joss Whedon (created by), Jane Espenson | 2 more credits »

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Episode cast overview, first billed only:
Sarah Michelle Gellar ... Buffy Summers
Nicholas Brendon ... Xander Harris
Alyson Hannigan ... Willow Rosenberg
Charisma Carpenter ... Cordelia Chase
David Boreanaz ... Angel
Seth Green ... Daniel Osbourne
Anthony Head ... Rupert Giles (as Anthony Stewart Head)
Kristine Sutherland ... Joyce Summers
Alexis Denisof ... Wesley Wyndam-Pryce
Ethan Erickson ... Percy West
Danny Strong ... Jonathan Levinson
Larry Bagby ... Larry Blaisdell (as Larry Bagby III)
Keram Malicki-Sánchez ... Freddy Iverson (as Keram Malicki-Sanchez)
Justin Doran Justin Doran ... Hogan Martin
Lauren E. Roman ... 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:

View content advisory »






Release Date:

28 September 1999 (USA) See more »

Company Credits

Show more on IMDbPro »

Technical Specs


Sound Mix:




Aspect Ratio:

1.33 : 1
See full technical specs »

Did You Know?


According to Jane Espenson, the fact Joyce and Giles had sex under the influence of the chocolate bars in Buffy the Vampire Slayer: Band Candy (1998) was confirmed in this episode because she was shocked fans still weren't sure about it. See more »


Obvious stunt double for the villain during Buffy's final showdown. See more »


Willow Rosenberg: What are you doing Buffy?
Buffy: Nothing... checking for horns.
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

An encounter with a demon gives Buffy a new power
14 May 2018 | by TweekumsSee all my reviews

As this episode opens Buffy is fighting a pair of mouthless demons; she kills one of them but its blood gets on her hand and it soon starts itching. Research suggests that this infection will give her an aspect of the demon. She frets that she will become scaly or grow horns but she soon learns the aspect of the demon she acquired is the ability to read minds. At first it doesn't seem too bad, even if she is a little disturbed to hear boys' sexual thoughts! Then her friends start avoiding her and she 'hears' a plan to kill everybody during lunch the next day. She has no idea whose thoughts they were so her friends try to establish who amongst those present has a motive to kill. Meanwhile Giles tries to find a cure before the voices cause Buffy to go insane.

This was a really good stand-alone episode; the demons are suitably disturbing looking and Buffy's worries about how she will be effected were rather fun. Once it becomes established that she can read people's thoughts there are a good mix of amusing and disturbing thoughts to be heard. The way she used her skill to impress in her English class was good fun and the fact that they are studying 'Othello' nicely tied in with Buffy's jealousy of what happened between Angel and Faith... even though he was just acting. As Buffy and her friends close in on the person with deadly thoughts there is some nice misdirection before the would-be killer is finally exposed and confronted. Overall I'd say this was a really fine episode with some great ideas, and nice twists.

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