Very effective (and inexpensive) use of the power of suggestion as we see Paul from the Leviathan's point of view and hear its rapid breathing. Finally Paul makes a break for the still-open door. But when Philip and Megan investigate, they find him crouched on the floor, silently pleading with them for help. But they decide that Barnabas will know what to do, and lock Paul in with the creature.
Barnabas and Julia are arguing in the drawing room at Collinwood. Julia implores him to tell her what's wrong, but he refuses, not even meeting her eyes. Please leave me alone and stay out of this, Barnabas implores her. Out of what? Julia promptly asks. Remember everything we’ve been through together [starting with the murder of Dr. Woodard, but they’ve really done their best ever since to make up for that]. I know that you need a friend now more than ever before. Please let me help you. Still staring at the floor, Barnabas thinks to himself, If I tell her everything, she will become too involved. Her own life will be in even greater danger. I have already caused enough harm. I must work this out alone. Aloud, he tells Julia as he turns to face her, I value your friendship, and that’s why I don’t want to involve you. Whatever has been done, I will do my best to undo it--but I must do it alone. I don’t understand! Julia exclaims. Don’t try, Barnabas tells her. He asks her to keep an eye on Carolyn but doesn't tell her why.
Barnabas is spared any more anguish when Megan phones and tells him about Paul. He does his best to pretend it's just an ordinary conversation but Julia isn't fooled. She knows it was Megan and asks how Barnabas is involved with the Todds. He asks her to trust him and hurries out. Carolyn arrives and tells Julia that her father is gone. They both leave.
At the shop, Philip unlocks the door. Paul is practically incoherent by now. Barnabas warns the other two to stay out and tells Megan to prepare a cot in the basement room. Then he steps into the room and confronts the beast. In his most commanding tones, he tells the creature, I'm going to take this man out of here, and you are not going to stop me! This is the way it must be! You cannot keep him here! You cannot harm him any more than you already have. You will stay where you are! I command you! Do not come any closer! You have no choice but to obey! Do you understand? He adds, There will come a time when that is not so, but that time is not now. I am the master now, and you must do as I say. He shouts, I am taking him out! Never taking his eyes from the creature, he backs toward Paul and quietly tells him to take his arm. Paul reaches out, and Barnabas pulls him out of the room. Philip quickly shuts and locks the door on the creature, and they take Paul downstairs.
In the basement room below the shop (which looks remarkably like the cellar of the Old House), Megan, Philip and Barnabas get Paul to lie down on the cot and cover him up with a blanket. Evidently the creature in the room upstairs did not touch Paul, but he is in deep in shock, unable to speak.
Megan goes upstairs to find Carolyn and Julia waiting to ask about Paul. Megan and Philip lie that they haven’t seen him. Downstairs, Barnabas hears everything. So does Paul, who gets restless at the sound of his daughter’s voice and tries to get out of bed. Barnabas pushes him back down, but Paul knocks a lamp over. Everyone upstairs hears the sound, and Philip goes downstairs to “investigate.”
I’m trying to help you and get you out of the shop, Barnabas explains to Paul. I can’t do it now, so rest quietly. Philip comes down, and Barnabas explains what happened. Philip tells him that Carolyn and Julia are upstairs, and Barnabas tells him to get rid of them right away. Philip takes a piece of the broken lamp to use as “evidence.” Carolyn, Paul murmurs brokenly as Barnabas warns him to be quiet.
Philip tells the others a lamp fell off a crate. Carolyn decides she and Julia should return to Collinwood on the chance that Paul has already gone back there. Outside the shop, Julia tells Carolyn to go ahead while she searches some more.
After he is sure that Carolyn and Julia are gone, Barnabas comes upstairs. Megan is suspicious of Julia. Julia knows nothing, Barnabas assures them quickly. The police will come after Paul soon, Megan frets. There is no reason for them to, Barnabas replies. I think that we will have to drug Paul to keep him quiet. Hw must either become one of us or be disposed of, Megan opines harshly. Barnabas angrily replies, How many times have I told you that there is to be no killing, Megan? Are you so indoctrinated by his thinking that-- He stops when he sees how Megan and Philip are staring at him, and apologizes for shouting. Megan looks at him with cold suspicion and asks if he’s all right. Barnabas says he is naturally upset, but Megan is unmoved. Your real problem is upstairs, Barnabas reminds them and warns, Make sure the door is absolutely secured. Neither of you is to enter the room until I come back tomorrow night. He tells Megan to turn out the lights so that he can leave the shop without being seen. Nonetheless, Julia watches him from behind some shrubbery.
Once Philip and Megan are alone, Megan voices her suspicions of Barnabas. She tells Philip, Tonight I found myself questioning his judgment. Don’t do that! Philip explodes. I still think Barnabas is wrong about Julia, Megan insists. Philip is too tired to discuss it and goes to bed. Megan follows him to their room.
Downstairs, Paul lies on the cot, fully awake and working his mouth in an attempt to speak.
Sometime later, Megan checks that Philip is sound asleep. When he doesn’t stir, she takes a set of keys and goes out into the hall. She unbolts the door to the Leviathan room, then unlocks the door. She steps away and returns to the bedroom. Slowly the doorknob turns and the breathing sounds gets louder as the door swings open. Just inside her bedroom door, Megan listens to the creature’s progress down the hall.
Once more, we see things from the Leviathan’s point of view as it makes its way downstairs and toward the door leading to the basement. Paul doesn’t hear any breathing, but he becomes aware of a familiar, heavy smell--the smell in the room upstairs. He hears the breathing, now fast and panting. At first he thinks it’s his imagination, but then he realizes that it’s coming after him. Paul looks for another way out and realizes there is none. He seizes a chair and steels himself for action........
