- Next thing Emily knows, she's being woken up by her maid, Annette, in the middle of the night. The whole crew is leaving for Udolpho—except that crew doesn't include Count Morano.
- Emily has no clue what's going on, but she goes along with it. The travelers begin to cross the Appenines.
- And hey, you guessed it. It's time for Emily to muse on the greatness of nature and the likelihood that bandits are going to pop out from behind trees.
- After about a day of travel, Emily catches a glimpse of an intimidating-looking castle.
- Emily meets old Carlo, who keeps the castle in his master's absence. He seems like a pretty cool guy.
- Em tries to ask Montoni why they picked up and left, but he's keeping his lips zipped. No word on what's up with the canceled wedding, either.
- So Annette shows Emily to her room in the castle, almost getting her lost along the way in the creepy castle.
- Emily catches a glimpse of a picture veiled in black silk on the way to her room. She tells Annette to unveil it, and Annette says, essentially, "No way, no how."
- In her room, Em is trying to get the lay of the land. She finds an open door leading to a secret passage.
- Oh joy of joys, the door to the secret passage won't shut. Guess everyone will have 24/7 access to Em's room, then.
- Because things aren't scary enough, the ditzy Annette starts telling Emily about the former owner of the castle.
- That would be Signora Laurentini. She was in love with someone else whom she couldn't marry, so she wouldn't marry Montoni.
- Montoni wanted to marry her to get access to the sweet castle and all of her wealth.
- Anyway, Signora Laurentini took off for a walk in the woods one day and never came back. Montoni got the castle, after all, since he was the next heir. Suspicious, much?
- The ladies have gotten themselves into a tizzy telling scary stories. They hear a spooky knocking sound on the wall and freak out.
- It's just the servant of the castle, Caterina. Both servants leave Em to hit the hay, totally terrified by now.