Ofelia completes the first task of retrieving a key from the belly of a giant toad, but becomes worried about her mother, whose condition is worsening. The faun gives Ofelia a mandrake root, which cures Carmen's illness and soothes her pain. Accompanied by three fairy guides, Ofelia then completes the second task of retrieving an ornate dagger from the lair of the Pale Man, a child-eating monster who sits silently in front of a large feast. Although she was warned not to consume anything, she eats two grapes, awakening the Pale Man. He eats two of the fairies and chases Ofelia, but she manages to escape. Infuriated at her disobedience, the faun refuses to give Ofelia the third task.
Vidal tortures a captive rebel, and then kills Doctor Ferreiro also a rebel collaborator when he euthanizes the prisoner. Shortly afterwards, Vidal catches Ofelia tending to the mandrake root. Carmen throws it into the fire, where it writhes and screams in agony. Carmen immediately develops painful contractions and dies givinh birth to a son. Soon after