- Annette tells Em that Montoni and all of his friends were super-drunk last night and carousing with the women.
- Signora Livona is actually Montoni's new mistress. That guy moves fast.
- Montoni argues with Em once again about signing the papers, but she refuses.
- All of a sudden, they both hear the mysterious groaning.
- Preparations are continuing for battle, but Em notices things seem a little more urgent.
- Old Carlo comes to Em and tells her Montoni has decided to send her away to Tuscany.
- But wait, this isn't a punishment. Montoni wants to send her away for her own safety while Udolpho is under siege.
- Annette and Em get ready to go, but Em has one big reservation: she has reason to believe that Valancourt is a prisoner in Montoni's dungeon. The plot thickens.
- Ugo and Bertrand, the two thugs taking Em to Tuscany, are almost certainly murderers—scratch that, they're definitely Montoni's hired assassins.
- While Ugo and Bertrand are gossiping during the journey, they let slip that they murdered one of Signor Orsino's romantic rivals. Oopsies.
- Em's getting the sense that Ugo and Bertrand might murder her in the woods. Y'know, a Snow White and the huntsmen type of deal.
- Luckily for Em, the group gets to Tuscany without any kind of murdering incident.
- Looks like they're going to be staying at a local peasant's house. Dorina, the kindly peasant, shows Em to a room.