Season: Episode 18 of Season 3
Original Air Date: 09/21/1999
Written by: Jane Espenson
Directed by: Regis B. Kimble

<b>Notes:</b>

Buffy's infected with demon telepathy & overhears plans for a school massacre.

<b>Plot Highlights:</b>

Buffy worries Angel enjoyed playing bad w/ Faith. Buffy is infected & starts hearing thoughts. She tries & fails to read Angel. She collapses in the cafeteria, overwhelmed, after hearing a massacre threat. The gang interviews likely suspects, eventually targeting Jonathan. Angel brings Buffy the demon's heart, which cures her, but not before she learns that Giles & her mother had sex. Recovered, she stops Jonathan (suicide attempt), but Xander IDs the lunch lady as the real killer (poison jello).

<b>Quotes:</b>

XANDER: She can read our minds? Our every impulse and fantasy.

BUFFY: Every one.

XANDER: (V.O.) Oh god.

CORDELIA: (V.O.) I don't see what this has to do with me.

CORDELIA: I don't see what this has to do with me.

WILLOW: Well, I think it's great. Right? I mean, you enjoy your other slayer powers.

BUFFY: Yeah, and it'll be fun. Did you see Nancy Doyle's face in English Class today?

WILLOW: Yeah, she's supercompetitive, and you really showed her.

WILLOW: (V.O.) She's hardly even human anymore. How can I be her friend now? She doesn't need me.

BUFFY: No! I do need you.

CORDELIA: Ok, what are you talking about? Because you are soooo creepy right now.

GILES: Um...I think there must be some precedence for occurrences such as this. Uh, I'll research it. Wesley, can you give me a hand?

WESLEY: Of course. Where do you think we should start?

OZ: (V.O.) I am my thoughts. If they exist in her, Buffy contains everything that is me and she becomes me. I cease to exist.

OZ: Hmm...

XANDER: (V.O.) What am I gonna do? I think about sex all the time! Sex! Help! 4 times 5 is thirty. 5 times 6 is 32. Naked girls. Naked Women! Naked Buffy! Oh stop me!

BUFFY: God Xander! Is that all you think about?

XANDER: Actually... bye. (Xander runs from the library)

WESLEY: Xander has just illustrated something. Chances are, you're all going to be thinking whatever you least want Buffy to hear. It's a question, of course, of mental discipline.

GILES: He's right. There are...

WESLEY: (V.O.) Look at Cordelia. No! Don't look at Cordelia! She's a student! Oh I am a bad man. I'm a bad, bad man!

WESLEY: Excuse me. Wesley exits into Giles' office.

WILLOW: What's it like Buffy?

BUFFY: I don't know. It's a little wierd. But... Look, please, don't for a second think that I don't need you, because I do. I want to share this with you. It's like all these doors are opening to all these little worlds, and I can just walk right inside.

OZ: (V.O.) No one else exists either. Buffy is all of us. We think. Therefore, she is.

WILLOW: (V.O.) She knows so much. She knows what Oz is thinking. I never know that. Before long, she'll know him better than I do.

BUFFY: No, don't think that.

WILLOW: I can't help it Buffy. I'm sorry, I just can't. (Willow gets up and runs from the library.)

OZ: If you don't need me, I'm gonna follow the red-head. (Oz leaves also.)

BUFFY: (to Giles and Cordelia) Guess I won't be writing that book, 'Gaining Friends through Telepathy.'

CORDELIA: (V.O.) Whatever. I wonder when I can go.

CORDELIA: Whatever. Can I go?

WESLEY: (sticks his head out of the office) Excuse me. Can you hear me thinking in here? I could go out into the hall.

BUFFY: You know what? You stay. I'm getting a headache. I'll go.

--

JOYCE: There, you look better already.

BUFFY: Thanks mom.

JOYCE: (hurrying out) I'm uh, I'm just going to get you another pillow.

BUFFY: I really don't need one.

JOYCE: (heading out again) But you need another blanket.

BUFFY: Uh, mom, I'm fine.

JOYCE: How about, some soup? Chicken and stars.

BUFFY: Mom, please, just come sit with me.

JOYCE I've uh, I've got laundry.

BUFFY: Why are you...? (she bolts up in bed) You had sex with Giles?!

JOYCE: (gasps)

BUFFY: YOU HAD SEX WITH GILES?!

JOYCE: (turns to hurry out of the room) It was the candy! We were teenagers!

BUFFY: On the hood of a police car?!?

JOYCE: (stops just outside the room looking back) I'll be downstairs. You feel better. (she hurries away)

BUFFY: (calling after her) TWICE!!!!

--

GILES: How are you?

BUFFY: Loving the quiet. Nobody in here but me.

GILES: Jonathan? How's he?

BUFFY: Pretty crappy. His parents are freaking. He got suspended. And toting a piece to school, not exactly winning him a place with the in-crowd. But, I think he's dealing.

GILES: Well, it's good of you to check on him.

BUFFY: Well, it's nice to be able to help someone in a non-slaying capacity. Except, he's starting to get that look, you know, like he's gonna ask me to Prom.

GILES: Well, it would probably be good for his self-esteem, if you...

BUFFY: Oh come on! What am I, Saint Buffy? He's like three feet tall!

GILES: I'm glad to see you've recovered from your psychic encounter more or less intact.