Buffy wakes up a little creeped out and finds that class is over. Riley walks Buffy to her dorm, they're just about to kiss but Buffy begins babbling, spoiling the moment. Buffy phones Giles about her dream, he says it sounds familiar and will look into it. Xander and Anya head to Giles with Anya complaining that Xander doesn't care about her. Giles tells Xander that Spike will be staying with Xander for a few days because he has a friend coming to town. Meanwhile Willow is at her wicca group and she finds it rather cheesy, they're all about bake sales and no spells. One girl named Tara does appear to be different though. Later Willow relates to Buffy about the bogus wiccas and Buffy tells her that wishes she could tell Riley that she's the slayer. Meanwhile, Riley is having the same chat with Forrest about his secret identity. Xander ties up Spike before he gets into bed that night and Spike says that even is he could, he wouldn't want to bite Xander anyway. Gile is busy researching the gentlemen when Olivia arrives and they start smooching.

In a clock tower somewhere, a small box is opened by a gentleman and voices are ripped from sleeping bodies all throughout Sunnydale. The voices slip into the box which is then closed when all the voices are stolen. The next morning, Buffy and Willow both wake up to find that theur voices are gone. Xander also finds out and tries to phone Buffy's dorm but since neither can speak, it doesn't work. Forrest and Riley head to the underground lab to find out what's going on. Meanwhile the whole town is in shock at their loss of voices. Buffy and Willow buy message boards on their way to Giles' house where Xander, Anya, Spike and Olivia are already camped out. The news on tv explains the situation in Sunnydale as an outbreak of laryngitis. Buffy writes to Giles on her message board to keep researching. Riley and Forrest are given orders to maintain order in the town as their should be chaos. Buffy is walking through town and spots Riley. They try to reassure each other. Riley spots trouble and leaves her, not before kissing her though for lack of words.

Meanwhile, several floating gentlemen with skull-like heads float out of the tower and make their way through town. They're followed by skulking mutated humans. Olivia gets out of bed while Giles is sound asleep and looks out the window to find a gentleman grinning hideously at her. The gentlemen enter UC Sunnydale dorms and attack some random dorm guy. He tries to scream as they cut into his flesh with a scalpel but no sound escapes. The gentlemen bring home his heart in a jar where they have several others already.

The next day, Olivia draws a picture of the gentleman she saw while Giles reads the paper about a bloody murder last night at the dorms where the heart was removed. Something clicks and Giles pulls out a book on Fairy Tales. The gang then gathers at the campus where Giles explains, with the use a slide projector and slides, what is going on: the gentlemen are fairy tale demons who come to town, steal the people's voices and steal seven hearts but Giles has no idea how to kill them. There was one story of a princess who regained her voice and began screaming, killing them all. But no one knows how to get their voices back. Buffy patrols that night, as does Riley. Riley spots movement at the clock tower and heads over. Meanwhile Tara from wicca group heads for Willow's dorm only to be pursued by the gentlemen. She runs into the dorms and bangs on doors. Willow hears the commotion and runs out of her dorm and bashes into a running Tara, knocking her over and injuring her ankle. They spot the gentlemen coming and start running. They run to the campus laundry room where Willow tries to elevate a soda machine with her mind in order to keep the door closed but she can't do it alone. Tara grabs her hand and their combined power sends the soda machine rocketing towards the door. Riley enters the tower where he is attacked by some of the mutated humans. Buffy jumps throguh the window and fights them as well. Buffy and Riley are shocked to see each other, but they continue to fight the mutated humans. Buffy follows a mutation up stairs into the tower where she finds the gentlemen and several jars full of hearts. They're about to take Buffy's heart when Riley stuns the gentlemen with the knife. They fight viciously with the gentlemen and mutations until Buffy is held captive. Buffy spots the little box that the girl was holding in her dream and motions to Riley to smash it. He does and their voices return to them. Buffy starts screaming her guts out and the gentlemen's heads explode from the sound. Buffy and Riley are left starring at each other.

The next day, Tara and Willow are talking about witchcraft and Tara says that he mother practiced and she had a lot of power, like Willow. Buffy is in her dorm when Riley drops by. They sit down on opposite beds and they figure that they need to talk. But it ends there. In silence.

Buffy Summers Xander Harris Willow Rosenberg Spike Rupert Giles Anya Riley Finn Forrest Olivia Tara Wicca Wannabe #1 Wicca Wannabe #2 Dead Dorm Guy (Flannel Pyjama Guy) Professor Maggie Walsh Gentlemen Gentlemen Gentlemen Gentlemen Newscaster Little Girl

Sarah Michelle Gellar Nicholas Brendon Alyson Hannigan James Marsters Anthony Stewart Head Emma Caulfield Marc Blucas Leonard Roberts Phina Oruche Amber Benson Brooke Bloom Jessica Townsend Wayne Sable Lindsay Crouse Doug Jones Camden Toy Don M. Lewis Charlie Brumbly Carlos Amezcua Elizabeth Truax