Professor Walsh talks about communication in class and then asks Buffy to lie on her desk for a demonstration. Riley steps forward and kisses Buffy, then the sun goes down. Buffy hears a young girl's voice and walks out of the classroom and into the halls where a girl holding a small box stands chanting a disturbing nursery rhyme:
Can't even shout, can't even cry
The Gentlemen are coming by.
Looking in windows, knocking on doors,
They need to take seven and they might take yours.
Can't call to mom, can't say a word,
You're gonna die screaming but you won't be heard.
Buffy wakes up to see she was dreaming in class. As they're leaving, Riley inquires about her plans for the night. Both make up excuses for their real plans and part ways, visibly unsatisfied.
Giles researches the information Buffy gained from her dream about the Gentlemen. Spike makes himself comfortable at Giles' place, complaining there is no Weetabix (having eaten it all himself - again) to add to his butcher's blood for texture. Repulsed by the mental image, Giles tells him to go and get some himself. Xander and Anya arrive, arguing about whether Xander really loves her or â because Xander can't vocalize the way he feels â is only interested in sex. Giles informs Xander that he has to keep Spike with him for a few days because an old girlfriend of his will be coming over from England. None of them are particularly pleased about the arrangement: Xander can't trust Spike to be in the same room as him without restraints, and Spike doesn't particularly want to be around Xander or Anya, especially if they intend to be intimate with each other while he is tied to a chair in the same room. The three argue back and forth with Giles wearily in the middle.
Willow discovers the girls at her first Wicca meeting are just wannabes with no knowledge of real magic. One girl, Tara, seems to be interested in magic, but she is shy and quiet, and easily cowed by the other members. After the meeting, Buffy complains to Willow how slowly her relationship with Riley is progressing, while Riley discusses the same with Forrest; both conclude that the reason they cannot progress their relationship is because of their inability to reveal their true identities to each other.
That night, before going to bed, Xander ties Spike down to a chair in his bedroom, even though Spike claims he wouldn't want to bite him even if he could. Spike begins an exaggerated imitation of Anya to annoy Xander. Olivia shows up at Giles' apartment, and after some brief talking they get right to kissing. At the clock tower, one of the Gentlemen opens a box, and the voices of all the people in Sunnydale float out from them and are drawn into the box.
When Buffy and Willow wake up the next morning and find they have no voices, they panic. Leaving their room, they see that nobody else in the dorms can speak, either. Xander, similarly panicked, blames Spike, only to receive a bowfingers. Riley and Forrest try to enter the underground lab, but without his voice Riley cannot activate the voice-based security system on the elevator door. Professor Walsh opens the elevator and they are cowed when she points out a sign saying they should have used the stairs in the event of emergencies.
Buffy and Willow walk through the town, armed with dry-erase boards to write down their words (purchased from a street vendor at an inflated price). Sunnydale is closed down, except for bars and liquor stores; an open-air, silent church service suggests this is the end of the world. A television news report states that everyone in Sunnydale has come down with a case of laryngitis and the town has been quarantined. The threat of chaos looming that night, Buffy goes out to patrol, and Professor Walsh sends Riley and his team out incognito to maintain order. Riley and Buffy meet while walking out on the streets and as Riley is about to leave, he turns and kisses Buffy for the first time. Later that night, the Gentlemen and their weird minions lurk out into the night. Olivia wakes up in the middle of the night, and through the window she spies one of the Gentlemen, who travel by floating a foot in the air with their demon assistants, the Footmen, following on the ground.
Two Gentlemen float through the U.C. Sunnydale dorms, finding a freshman boy. Their demon assistants hold the boy down while they cut out his heart. The next morning, Olivia draws a picture of the creature she saw, and when Giles recognizes it, and reads about a spate of peculiar murders, he gets out a book of fairy tales. In a lecture room at the college, Giles tells the story of the Gentlemen through drawings and text on an overhead projector, with musical embellishment. The sound of a real human scream - not a recorded one - can kill them, so they take away everyone's voices, allowing them to get the seven human hearts they need. Riley suits up and then goes out to patrol, while Buffy prepares to do the same.
Tara from the Wicca group tries to get to Willow's dorm when the Gentlemen chase after her. She finally makes it to Willow's dorm, and the two girls make a run for it. Riley is attacked by several of the Gentlemen's demon assistants in the clock tower, until Buffy starts fighting alongside him. The two are first shocked to see each other, but have neither time nor the ability to speak about it.
Spike vamps out while drinking a mug of blood at Giles' house; as he bends down by the sofa on which Anya is sleeping, Xander sees blood on Spike's lip and the unconscious Anya and concludes Spike has bitten Anya. Xander punches Spike several times before Anya and Giles stop him. He then kisses her passionately, and, realizing he does indeed love her, Anya suggests (non-verbally) they have sex.
Hiding in a laundry room, Willow and Tara combine their powers to move a vending machine in front of a door to protect them from the Gentlemen. Buffy gets caught by the Igor-like Footmen and the Gentlemen are about to cut into her when Riley shoots them with bolts of electricity. They fight until Buffy recognizes the box of voices on the table from her dream. She points it out to Riley and, after one false try, he smashes the box. Everyone's voice is returned, and Buffy lets out a loud and long scream, which causes the Gentlemen's heads to explode in a shower of green slime.
The next day, Willow and Tara talk about being real witches, while Giles and Olivia talk about how many scary things there really are and her reluctance to be part of Giles' world. Riley goes to Buffy's dorm to talk, but they are once again struck with silence, this time as neither knows what to say.