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Following a battle with a demon, Buffy develops the power of telepathy. At first excited, Buffy is soon overwhelmed with everyone's thoughts swimming in her head with no way to filter any out. Struggling to maintain sanity, she is also plagued with the knowledge that someone is planning on committing mass murder at school.
The WB had originally pulled this episode from their schedule due to the Columbine shootings that occurred a few days earlier. This episode dealt with a school shooting, so the WB put it on the shelf for the time being and didn't air it until September (about 2 weeks before the start of Season 4).
This episode ranked 3rd out of 16 WB shows for the week.
This episode scored a 4.4/7 in the ratings.
Sarah Michelle Gellar has stated that this her favorite Buffy episode.
Sarah Michelle Gellar lobbied hard for this episode to be released on schedule. She thought it was great and would help those affected by the Columbine tragedy.
The final scene with Giles walking straight into a tree was unrehearsed; it was actually Anthony Head's last minute idea when it was shot. He had no idea Joss Whedon would let him get away with it.
In her commentary on the DVD, writer Jane Espenson reveals that when she found out that she was going to write this episode she knew that she wanted the student in the tower to be Jonathan. Even though Danny Strong had only had small, comedic parts on the series over the years, she had faith that he would be able to handle the dramatic scene.
Buffy: I'm suddenly gonna grow this demon part, and we don't even know what it is. It could be claws or scales... (off Willow's look) What?
Willow: Was it a boy demon?
Oz: (thinking) I am my thoughts. If they exist in her, Buffy contains everything that is me, and she becomes me. I cease to exist. (outloud) Hmm.
Xander: (thinking) What am I going to do? I think about sex all the time. Sex. Help. Four times five is thirty. Five times six is thirty-two. Naked girls. Naked woman. Naked Buffy. Oh, stop me.
Buffy: God, Xander! Is that all you think about?
Xander: Actually? Bye!
Buffy: You had sex with Giles? You had sex with Giles?
Joyce: It was the candy. We were teenagers.
Buffy: On the hood of a police car?
Joyce: I’ll be downstairs. You feel better.
Larry: Man, I'm out. I'm so out, I've got my grandma fixing me up with guys.
Buffy: (about Jonathan) 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'd 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: Feel up to some training?
Buffy: Sure, we could work out after school, you know, if you’re not too busy having sex with my mother.