Vidal looks at his watch, as Ofelia runs out to tell him about Carmen's state. Later, the doctor tells Vidal that Carmen needs uninterrupted rest and to be sedated for long stretches of time. He also tells her that Ofelia ought to sleep somewhere else, as Vidal begs him to keep Carmen well.
Ofelia is shown to her new bedroom, as Mercedes comforts her and tells her that her mother will get well. "Having a baby is complicated," Mercedes says, to which Ofelia replies, "Then I'll never have one." As Mercedes sits on the bed, Ofelia tells Mercedes that she knows she is helping the men in the woods, but that she will not tell anyone, since she does not want anything to happen to Mercedes. "Do you know a lullaby?" Ofelia asks, and Mercedes sings her one without words.
Later, Mercedes takes out a bag and fills it with supplies, when she is apprehended by the doctor. They go into the forest together to bring the men supplies, finding Mercedes' brother, Pedro.
The faun comes to visit Ofelia in her bedroom and tells her she must carry out the task, but she protests that her mother is sick. He gives her some mandrake root—"a plant that dreamed of being human"—to put under her mother's bed in a bowl of fresh milk, as a way of healing her. "Each morning give it two drops of blood," he tells her. He then tells Ofelia that she must continue with the tasks.
Meanwhile, Mercedes brings supplies to the rebels hiding in the forest. The doctor examines one of the men's injured legs, as a rebel reads an article about international troops coming to help the resistance. The doctor deliberates that he must amputate the injured man's leg.
Ofelia looks in the magic book, which tells her to use the chalk to trace a door in her room. After she does so, she starts the hourglass and follows the fairies into the next leg of her journey, during which she is advised by the book not to eat or drink anything.
Ofelia travels through the door into a long and ominous hallway. At the end of it is a table with a feast on it, and a strange-looking man sitting at the head, with two eyeballs on a plate in front of him. On the wall are paintings of the man killing children, and Ofelia notices a large pile of children's shoes nearby. As she opens her purse, three fairies lead her to unlock a nearby door with the golden key she procured from the frog. She tries one of the locks and reaches in to find a golden dagger. The fairies lead her over to the feasting table, and she eats a grape, in spite of being advised not to. The man at the head of the table awakens, puts the eyeballs in the palms of his hands, and begins walking towards Ofelia. She is horrified as the man begins eating the fairies, and runs out of the room towards the door.
Just as she gets back to the door she created, it closes and Ofelia is trapped in the underground lair. Using a bit of chalk, she draws another door and escapes just in time to elude the monstrous child-eating man.
Pedro and the rebels are planning to kill Vidal, but the doctor advises him that the government will just send another man like him in his place. The doctor advises him to leave and take Mercedes with him, but Pedro is determined to stay. Pedro goes to Mercedes and tells her she has to leave, as she hands him a key to use. Mercedes worries she is a coward for working for Vidal, but Pedro reassures her.
Back at the house, Vidal shaves and looks at the watch on the edge of his basin. Ofelia goes to her mother and prepares the mandrake root, putting it under the bed. As she puts the root in the basin, it animates and mirrors her mother's motions in the bed. She puts two drops of blood on the root as instructed, when the doctor and Vidal come into the room and observe that Carmen is doing much better. "If you have to choose, save the baby," Vidal says, "That boy will bear my name, my father's name. Save him."
Suddenly, there is an explosion outside and Vidal runs out to investigate a great fire in the forest. Ofelia puts her head to her mother's belly and addresses her unborn brother, asking him not to hurt her mother when he is born. She tells him, "If you do as I say, I'll make you a promise: I'll take you back to my kingdom and I'll make you a prince."
Vidal's soldiers examine an exploded train nearby, evidently exploded by rebels. One of the men tells Vidal that the perpetrators did not steal anything, which puzzles Vidal. "They were just trying to waste our time," the man says, as more explosions occur nearby.
Vidal finds that the store room is open and his soldiers head out into the forest to fight the rebels. In the course of the fighting, Vidal finds one of the rebels, wounded in the leg, and brings him back to the camp.
There are three different storylines happening simultaneously in the film. First, there is the story of Vidal's pursuit of the rebels in the woods, then there is the story of Ofelia's labyrinth, and finally there is the story of Mercedes' allegiance to the rebels. Ofelia discovers Mercedes' secret allegiance to the guerrillas and tells Mercedes that she knows, before reassuring her that she will not tell anyone about it. Ofelia must keep many secrets throughout the film, observing the complications of the adult world from a privileged position, that of the underestimated child.
The character of the faun not only helps Ofelia to fulfill her supernatural tasks as dictated by the magical book, but also aids her in helping with real-life tasks like the healing of her ailing mother. Appearing in her room one night, the faun gives her mandrake root, with instructions about how it can help her mother. In this moment, we see that the ancient and magical world of the forest has much to contribute to human society. Just as Mercedes and the doctor are bringing help to the rebels in the forest, the faun appears at Ofelia's bedside with help from the forest, from the ancient wisdom of the natural world.
When Ofelia wanders into the second task from the magical book, she nearly fails, eating something from the table against the instructions of the book and awakening the child-eating monster sitting at the head of it. No sooner has she made this mistake than she must flee the scene, struggling to escape the claws of the grotesque beast. One little mistake can lead to grave consequences in the world of the labyrinth, and Ofelia must learn to follow instructions in a particularly terrifying way.
Vidal is not only reprehensible for of his allegiance to fascism, but also for his treatment of his wife, the poor, sickly Carmen. When she becomes very ill, he tells the doctor that should it come down to it, he ought to save his unborn son rather than Carmen. He makes a grandiose proclamation that the boy will be born and given his name, representing his primary allegiance to patriarchal inheritance rather than to the woman he allegedly loves. Vidal is a ruthless pragmatist even in matters of the heart, which only serves to vilify him more in the eyes of the audience.
The storytelling in the film is suspenseful and highly dramatic. Whether the film is focusing on a secret and mythical excursion or a struggle between fascist soldiers and resistance fighters, tensions are often high and the threat of peril looms large. In this way, Guillermo del Toro shows his audience that the monsters populating the world of the labyrinth are not so different than the monsters at large in society. Vidal is just as monstrous as some of the beasts that Ofelia encounters in the labyrinth—if not worse.