Listening to another speak is a basic process in social cognition. In the social neurosciences, there are relatively few studies that directly bear on listening; however, numerous studies have investigated the neural bases of some of the likely constituents of successful listening. In this article, I review some of this work as it relates to listening, with a focus on two auxiliary processes in the comprehension of speech: perceiving the nonverbal behaviors, such as facial expression, that accompany an utterance (i.e., how it is being said); and interpreting an utterance and the nonverbal behaviors that accompany it in terms of the speaker's state of mind (i.e., why it is being said). The review indicates the presence of two large-scale systems in the human brain that play a major role in successful listening: the putative mirror neuron system, which likely facilitates the relatively automatic perception of the how of speech; and the so-called mentalizing system, which likely underlies our ability to actively reach