Professor Walsh is giving a lecture on communication and asks Buffy to come down and take part in a demonstration. Buffy looks a little dubious, but Walsh tells her that she is perfectly safe. Buffy lies down on the table and Walsh gestures for Riley to come over. Riley leans over Bufy to kiss her and before he does he tells her that he'll make the sun go down. They kiss and when they pull apart the sun has gone down and the lecture theatre is empty.

Buffy hears a child's voice singing outside and she goes into the corridor to investigate. Standing at the bottom of the hall is a young girl holding a small, ornately decorated wooden box. She is singing about the Gentlemen and how they steal the voices away so you can not scream.

Buffy wakes up just as class is finishing. Willow teases her, telling her that the last twenty minutes of the class were really interesting. As they leave Riley catches up with them. Willow makes herself scarce, leaving Buffy and Riley alone together. Willow keeps an eye on them though, hiding behind a book. Riley inquires into Buffy's dream and asks whether he was in it. Buffy says that he had a cameo.

Riley asks Buffy what she's up to that night and she lets slip that she is patrolling and covers badly. Riley tells her that he's grading papers (although Buffy's class hasn't had any assignments due)

Buffy gets onto Giles about her dream and he gets down to some researching. Spike wanders in from the bathroom looking for some Weetabix (he likes breaking it up in his blood). Xander and Anya approach. Anya is complaining that Xander doesn't treat her like a real girlfriend. She tells him, (in front of Giles and Spike) that he only loves her for the orgasms. Xander is very embarrassed. Giles asks Xander if he'll look after Spike for a couple of days because he's got a friend coming to town. ("An orgasm friend?" Anya inquires).

Willow goes to her Wicca group and discovers that they are all a bunch of Wanna-blessed-be's, all bake sales and no magic. Ther eis one gorl though, a very shy and quiet Tara who seems to be interested in magic, but won't speak up and say so.

Willow catches Buffy up after the meeting and enquires after Riley. Buffy complains that it's all talk and not much else.

Xander has reluctantly agreed to let Spike stay but isn't taking any chances. Before he goes to bed he ties Spike very securely to a chair. Spike says that Xander is the last person he'd bite. Xander says that he is very tasty. Spike imitates Anya to annoy Xander. He's very easy to annoy.

Olivia turns up at Giles's apartment and after a little talking they get 're-aquainted'.

That night, at the clock tower, the Gentleman gather. One of them opens to the box Buffy saw in her dream and it sucks all the voices from all the residents in Sunnydale while they sleep. The next morning Buffy wakes up and sleepily heads for the bathroom, when she comes back she says hello to Willow, but no sound comes out. Willow tries to say hello back, but she can't speak either. Xander wakes up unable to speak and immediately blames Spike. Spike replies with the timeless two-fingered salute. Xander phones Buffy and Willow but he can't speak to her and she to him so he hangs up. The girls go out into the hall, the rest of the dorm is waking up and none of them can speak either.

Riley and Forrest are heading for the Initiative headquarters. They pass the retinal scan, but not the vebal one (because they can't speak) Riley tries to override the lift and only just manages to do it in time. When they get out, Walsh is waiting for them and points to a sign which says 'In Case of Emergency, Use the Stairs'

Willow and Buffy walk through the centre of Sunnydale where people are walking around in a daze. Most of the shops are closed, only the off-licence is making any business. And an enterprising young man selling message boards. Buffy and Willow exchange looks and buy a board each, then they go over to Giles's. Xander and Anya are already there. Willow and Buffy make use of their boards. Xander has the news on. The newscaster says that Sunnydale is suffering from a town-wide laryngitis epidemic and that the whole town is quarrantined. Buffy says that she's going to patrol, because of the threat of riots and everything.

Walsh is using a computer program to speak to the troops, telling them to head out and keep the town from decending into chaos. Riley and Buffy meet up in town where they are breaking up fights and Riley is about to leave when he gets the courage to kiss Buffy.

Later that night, the Gentlemen leave the clock tower, with their strait-jacketed companions in tow. They don't walk they float and are a menacing sight. Olivia wakes up in the middle of the night and goes down stairs for a drink when she hears a noise. She goes over the window and peers out. There's nothing there . . . then a gentleman floats past grinnig evilly (scream moment).

A pair of the Gentlemen travel through the dorm looking for a victim, they pass by Buffy and Willow's room and go downstairs. there they find a Freshman boy. The Strait-jacketed creatures hold the silently screaming boy down while they cut out his still beating heart.

The next morning, Olivia is sketching the Gentleman she saw and when Giles recognises it he goes over to a pile f book and pulls out a book on Fairy tales.

The gang meet up in one of the college lecture room where Giles has set up a projector. Willow is ready to take notes while Anya has settled down with some popcorn. Giles tells the story of the Gentlemen using the overhead projector. They collect hearts and the only way to stop them is the scream of a princess - not by stabbing them as Buffy tries to gesture. Buffy asks how she's going to get her voice back.

Under the campus, Riley is getting ready to patrol, in her room Buffy is going the same thing.

Tara, the girl from the Wicca group is has gathered together some books and is walking across the campus grounds when she is spotted by the Gentlemen. She runs away from them into Willow building, banging on the doors as she goes. No one will open up for her though. She finally bangs on Willow's door and the two of them make a run for it.

Riley arrives at the clock tower and is attacked by the Gentlemen's assistants. Buffy smashes in through the window and joins in the fight. At first they are both very surprised to see each other, but have a fight to concentrate on.

Spike has gone back to Giles's and is helping himself to a mug of blood (in that cute 'Kiss the Librarian' mug). The blood vamps him out. He walks past Anya, asleep on the couch when he knocks some books off the coffee table. Xander walks in and from the angle he's stadning at it looks as if Spike is feeding on his girlfriend. Xander leaps at Spike and really lays into him. Spike can't fight back, because of the chip in his head. Anya and Giles have to pull Xander off Spike. Anya is turned on by Xander 'saving' the life and gestures to Xander that they ought to go back to his place.

Willow and tara hole up in the laundry room. Willow tries to move the Vending machine, both phyiscally and mentally, but isn't strong enough. Tara links her fingers in Willow's and they use telekenisis to move the machine (rahter violently) in front of the door.

Buffy gets caught by the assistants and the Gentlemen are about to cut into her heart, when Riley comes to save the day. Buffy desperately points at the box on the table - the box from her dream. Riley smashes the thing next to it. Buffy, frustrated, gestures the opening of the box and Riley gets the idea and smashes the box. The trapped voices come out of it and Buffy starts to scream, long and loud. The Gentlemen's heads explode into green gunge. Buffy has saved the day again.

The next day, Willow and Tara are in the student lounge talking about being a Wicca. tara says that her mother was a powerful witch and she can remember doing magic since she was little. She also tells Willow that she can tell that Willow has a great power.

Giles and Olivia talk about things that go bump in the night, Olivia finally believes that everything Giles said was true.

Riley goes to Buffy and Willow's room and tells Buffy that they need to talk. Buffy agrees but neither of them know what to say.