Emily meets Valancourt the next evening. Valancourt is sad that their long-awaited meeting is so disastrous. They come to an impasse. Valancourt begs Emily to forgive him, but Emily is too heartbroken at his conduct to carry on as before. She tells him they must part ways. Emily leaves for her rooms and takes ill with worry.

Valancourt rues the mistakes he made in Paris. He and Emily meet again. Emily bids him farewell but hopes he will recover his esteem in his own eyes. Emily is torn between her reason and her deep affection for Valancourt. Valancourt departs the chateau, and Emily collapses in tears.

Back at Udolpho, Montoni is livid at Emily’s escape, but has bigger problems to solve. The authorities at Venice have ordered a large army to march to the castle, suspecting Montoni’s wrongdoings. One of the young officers—who seems to bear Montoni a grudge—tells the minister the operation to seize Udolpho has to be covert because of the size of Montoni’s forces. His forces conduct a sneak attack on Montoni’s garrison and arrest Montoni and Orsino. Morano had tipped off the authorities that Orsino was hiding at Udolpho.