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