What happens to us, psychologically-emotionally, when we listen to classical music? Open-mindedness and flexible thinking as prerequisites are explored using visual puzzles and musical examples. Handel's fugue from his Concerto Grosso, Op.6, No. 7 reinforces flexible listening. Effective surprise in music is presented using Bela Bartok's For Children Vol. II, No. 12 for piano. The 3rd movement of Rachmaninoff's Symphony No. 2 is used to demonstrate tension and release.