Vidal discovers that Mercedes is a spy. Ofelia is locked in her bedroom, and Mercedes is taken to be tortured; however, she frees herself, injures Vidal, and rejoins the rebels.
The faun returns to Ofelia and tells her to take her baby brother into the labyrinth. Ofelia steals the baby after sedating Vidal, who pursues her through the labyrinth while the rebels successfully attack the mill at which he is stationed. The faun tells Ofelia to open the portal to the underworld by sacrifice of her brother's blood, but Ofelia refuses to harm her brother; for further disobeying his orders, the faun leaves Ofelia to her fate. Vidal reaches the labyrinth, only to find Ofelia talking to thin air, showing that either Ofelia was hallucinating the fairy tale parts or that the faun is only visible to Ofelia. Vidal takes the baby from her arms and shoots Ofelia, only to be immediately surrounded by the rebels on leaving the labyrinth. Knowing that he will die, he hands Mercedes the baby without a struggle and demands that Mercedes tell his son the exact time of his father's death. Mercedes replies that his son will never even know his name, and her brother Pedro kills Vidal.