| LISTENTO | Mind or heed |
| LESS | Ending for head or heed |
| LISTENED | Paid attention or heed to |
| TAKE | Word before heart or heed |
| RESPECTS | Esteems or heeds (8) |
| ATTENDS | When one pays regard, or heeds, one does what (7) |
| EVOKE | A word meaning call out; awaken, bring forth or summon a memory to the imagination or the mind; or, conjure up, as in a spirit or deity (5) |
| TRAITS | An old word for the pen or pencil strokes in pictures, which came to mean distinguishing features or peculiarities of mind or character (6) |
| PERTURB | Disturb in mind or make uneasy or cause to be wanted or alarmed. (7) |
| MENTI | In or by mind, or of the chin |
| ENGAGED | Having ones attention or mind or energy engaged. |
| IMAGE | Picture in one's mind; or, an exact copy of a computer's hard disk for backup or disaster recovery (5) |
| METANOIA | Word, from "change of mind or heart", for a spiritual conversion or other profound transformation (8) |
| TEMPER | From "to mingle", a word for a correct or due mixture of elements originally, later for mental balance; frame of mind; or, a fit of ill-humour (6) |
| INTENTION | From "direct the mind or attention", an aim/purpose; a concept; a design; or, the healing process of a wound (9) |
| BOGGLE | Word meaning baffle, bewilder or puzzle, as in the mind; or, a game of creating words against the clock (6) |
| ENGROSS | Absorb or occupy wholly the mind or attention of (7) |
| INTEND | Have a design or purpose in mind, or tinned. (6) |
| ROCKER | A cradle/chair's curved support one is said to be "off" when out of one's right mind; or, a muso moshing to euphony of the metal or R 'n' R kind (6) |
| NOETIC | Of or relating to the mind or intellect |