Namaroff performs an autopsy on Martha and removes her brain. Carla asks him if Martha is Megaera but he says no. Paul and Meister talk over events and deduce that Megaera must not be looked at directly. Inspector Kanof shows them details of all the women who have come to live in Vandorf; Carla is one of them. Carla demands to know why Namaroff spies on her. She arranges to meet Paul at Castle Borski the next morning. They meet and she agrees to come away with him but says it must be immediately. When he says he must find Megaera first, she says she will never see him again. Ratoff attacks Paul but Meister saves him.