During one of her increasingly common naps in the middle of Professor Walsh's psych class, Buffy dreams that she is called to the front of the lecture hall for a demonstration with Riley. As their lips meet in a passionate kiss, the lights dim and the rest of the class vanishes. All that Buffy can hear now is the voice of a young girl in the hallway outside, methodically chanting an eerie nursery rhyme about not saying a word, needing seven of something, and a group called the Gentlemen. As Buffy and Riley walk out the door, they see the girl standing at the far end of the hallway, carrying a small box in her hands. When Buffy turns around, she sees a tall, gray-skinned man wearing a suit and a devilish smile. Startled out of her slumber, Buffy heads out of class with Willow. Riley meets up with Buffy, while Willow takes off for her Wicca group meeting. Outside, after coming up with fake plans for their evening, Buffy and Riley move in for their first kiss. However, a slight flaw in Riley's excuse ruins the moment, and the two postpone their intimacy for another day.

Giles gets a call from Buffy, who describes all of the details she can remember from her dream. Shortly afterwards, Xander and Anya arrive, arguing about the extent of their relationship. Giles breaks up their debate by requesting Xander's assistance in taking custody of Spike while a guest comes over. Despite protests from Xander, Anya, and Spike himself, Giles insists that he get some much-needed privacy. Meanwhile, Willow comes to realize that nobody in her Wicca group actually practices witchcraft. When Willow suggests that they focus on casting some spells, only one other girl, Tara, seems remotely interested in this idea. After the meeting, Willow complains to Buffy about her disappointment in the so-called Wicca group. Buffy, in the meantime, has her own problems concerning the need to dodge the truths about her profession around Riley. Underground, in the Initiative facility, Forrest listens to the same complaints from Riley.

That evening, Giles greets his old friend, Olivia, at the door. Wasting no time, they get right to business, starting with the kissing. Meanwhile, Xander ties Spike to a chair before hopping into bed. Hours later, after much of the city has fallen asleep, one of the Gentlemen from Buffy's dream approaches a box in the town's clock tower. When he opens it, the voices of Sunnydale's residents leave their bodies and drift into the box.

It doesn't take too long after waking up the next morning for Buffy and Willow to realize that they can't hear themselves speak, let alone each other. A peek out into the hallway reveals that everybody else in the dorm has been affected as well. Hoping to get to the bottom of things, Riley and Forrest enter the elevator that takes them down to the underground lab. Halfway down, the elevator stops, and the security system requests either agent's voice code. Unable to fulfill that requirement, Riley tries to recall the override code as poisonous gas fills the elevator. Once safely outside the elevator, Riley and Forrest find Walsh waiting for their arrival. Walsh orders her agents to patrol the city in casual dress, preventing any riots or similar chaotic events from getting out of hand.

Outside, Buffy and Willow survey the traumatized people of Sunnydale. While some people attend silent mass, others make a profit by selling message boards with neck straps. After arriving at Giles' place with their newly-purchased message boards, Buffy and Willow greet the others, who are watching a newscast about the situation in Sunnydale. According to the news, it is believed to be a massive outbreak of laryngitis, and all routes into and out of the city have been blocked off for the purposes of quarantine. As nighttime arrives, both Riley and Buffy walk the downtown streets, breaking up any fights before they escalate. When they see each other, Buffy and Riley embrace and share silent sentiments. Before splitting up again to take care of business, Riley pulls Buffy into his arms and lowers his lips to hers.

After everybody calls it a night and heads home to get some rest, the Gentlemen emerge from the clock tower, accompanied by gruesome lackeys who wear unfastened straight-jackets. While the lackeys can barely walk in a straight line, the Gentlemen's feet don't even touch the ground. Instead, they silently hover above the streets and sidewalks as they seek out their victims. Unable to sleep very well, Olivia climbs out of bed and walks downstairs. When she looks outside the window, the sight of the Gentlemen patrolling the streets causes her to jump back in alarm. One pair of Gentlemen enters Stevenson Hall and arrives at their destination, room 118. Several knocks awaken the lone freshman inside. As soon as he opens the door, the lackeys pin him to the bed while the Gentlemen come closer. Unable to scream, the helpless freshman can only watch in absolute terror as one of the tall men produces a scalpel, which he uses to cut into the boy's chest.

The next morning, Buffy passes by room 118 and sees the body, while Giles reads several articles in the newspaper about identical murders. In each case, the heart was removed from the victim's chest. When Olivia finishes her sketch of the creature she saw the previous night, Giles recognizes it and pulls out a book of fairy tales. Assembled in an empty lecture hall, the gang watches as Giles presents a slide show of transparencies that explain their situation. According to Giles, the Gentlemen need seven hearts. In order to keep the victims from screaming, they have stolen everybody's voices. Now, the only thing that can kill them is an actual human voice ­ not a recording, as Willow suggests.

That night, Tara uses the student directory to locate Willow's residence hall and room. When she accidentally trips outside and drops her books, Tara fails to notice the Gentlemen and lackeys approaching from behind. Soon enough, Tara realizes the danger she's in and starts running towards Stevenson Hall. Once inside, she bangs on the closest doors. Unfortunately, nobody is willing to take the risk of opening their door. With the Gentlemen closing in, Tara races upstairs to the second floor and tries several more doors. The loud knocking in the hallway wakes up Willow, and she heads towards the door to investigate. Tara watches the door in front of her open up to reveal another one of the hideous demons, carrying a freshly-extracted heart in his hand. Tara turns and runs, colliding with Willow, who falls and severely twists her ankles. Seeing the pursuing Gentlemen, Willow heads back downstairs with Tara.

Ending up in the basement laundry room, Willow looks for something to barricade the door. Spotting a vending machine several yards away, she limps over and tries to push it. Even with Tara's help, Willow can't move it very far in her condition. Willow then tries to lift the machine telekinetically, but her limited experience makes the task impossible. Realizing Willow's true capabilities of witchcraft, Tara joins hands with her injured partner. Together, they slam the vending machine up against the door as if it weighed nothing. At Giles' apartment, a slight misunderstanding and a large helping of coincidence lead Xander to believe that Spike has just bitten into Anya's neck. As Xander proceeds to land numerous punches on Spike's face, Anya wakes up and shows to Xander that nothing happened. When Xander drops Spike and immediately kisses her, Anya realizes just how much Xander really cares for, putting an end to their little argument.

Meanwhile, Buffy patrols the city once again, only this time she's armed with her crossbow. Riley is also on duty, carrying a heavy-duty stun gun. Their encounters with the Gentlemen's lackeys leads them both to the clock tower. After subduing their opponents momentarily, Buffy and Riley raise their weapons at each other. Just as soon as they realize who they're aiming at, more lackeys arrive to interrupt the unexpected reunion. While taking care of his own struggle, Riley manages to catch a glimpse of Buffy landing a blow that sends the lackey flying across the room. Their fight takes them upstairs, where the Gentlemen wait with scalpel's in hand, hoping these two attackers will provide the remaining hearts that they need. Buffy spots the box on the table and recognizes it from her dream. Unable to reach the box herself, Buffy signals to Riley to destroy the box. After misinterpreting her intended target the first time around, Riley successfully smashes the box into debris. Instantly, the voices of Sunnydale return to their rightful owners. With her voice back, Buffy lets loose a high-pitched wail that lasts long enough to cause the Gentlemen's heads to explode.

As order is slowly restored around Sunnydale, Willow learns that Tara has been studying witchcraft ever since she was a small child. When Willow tries to downplay her own abilities, Tara assures her new friend that she is indeed a powerful witch. Meanwhile, confronted with the knowledge that Giles' stories about monsters and demons were true all this time, Olivia tries to decide where she stands on all this. Back at Stevenson Hall, Riley stops by Buffy's room and steps inside. They know they need to talk about the previous night's revelation, but the only thing that comes out of Buffy and Riley's mouths at the start of the conversation is the same silence that the people of Sunnydale have gotten all too familiar with.

Episode Synopsis by: Alan Hufana