Rebecca is placed is a small turret room high in one of the castle's towers. A hideous old woman occupies the room already and refuses to be expelled until she finishes her spinning. Front-de-Beouf's servants fear their master but are unwilling to forcibly remove her. They leave her alone with Rebecca, and when they are gone, she proceeds to guess at the game they are playing with the beautiful Jew, who begs to know whether she will be killed. The old woman scoffs at the idea. Instead, she predicts such usage of Rebecca as was "once thought good enough for a noble Saxon maiden."

The name of the old woman is Urfried, and she says that she was once young and "twice as fair" as Rebecca. She says that the castle had been her father's and that he and her seven brothers died defending it from the forces of the father of Front-de-Beouf. Before their blood was dry, the Norman invader had raped her. Rebecca asks if there is no way for her to escape, and Urfried replies that death is the only escape and death comes "very, very late." She adds that is it is a comfort to know that after death, others will suffer the same misery. Rebecca begs her to stay and protect her, but Urfried sneeringly points at the image of the Madonna and declares that the Mother of God herself cannot protect her.

Unlike Rowena, who is unstrung by her predicament, never having been threatened before, Rebecca calms herself: she has been aware her whole life of the precariousness of her existence and is not amazed at her situation now. She surveys the room and finds that the only way out is through the window, but such an exit would mean her death. She resolves to suffer without sinning and rely on heaven to provide a way. When Sir Brian appears, somewhat sheepish and uncertain how to proceed, with his face half hidden under his hat, Rebecca hands over her jewelry and promises him a rich ransom if he will let her and her father go. Sir Brian declines the jewelry but is inspired to compare her teeth to pearls and her eyes to diamonds. He tells her that her father is in the process of having his fortune extracted from him, and no further ransom on her behalf is possible. Rebecca is no longer fooled by his disguise and says that the Norman should be noble in action as well as in birth.

After more courtly compliments from Sir Brian, Rebecca asks him his purpose since he isn't interested in her wealth: they cannot marry because laws forbid mixed marriages. Sir Brian adds that his vows as a Templar forbid mixing with women of any kind. He then proudly displays the cross of the Temple order. True, he admits, he cannot marry, but he can commit lesser sins because he fully expects to be absolved of them. Sinning is a perk of being a zealous knight. Rebecca is shocked by his impiety. Nevertheless, she believes it may be an advantage to be a Jew for a change, and she declares that if he forces her, she will proclaim his sin with her from one end of Europe to the other, believing that extending his privilege to ravishing a Jewish woman would not be condoned. Sir Brian notes her quick wits, but he says she would never be heard outside the castle. He offers instead to make her the envy of Norman ladies if she will convert to Christianity and willingly become his mistress.

Rebecca...