The Ringing of the Bell / Babes in the Woods.The Ringing of the Bell: Greg, Wirt, and Greg's frog encounter the Woodsman, who warns them that the Beast is ready to claim them. They run from the Woodsman and come across a lonely cottage in which they come across a young girl named Lorna who warns them to hide, as her care-giver Auntie Whispers is coming. Auntie Whispers uses a bell that can control Lorna with its ringing. Auntie Whispers reminds Lorna that she makes her constantly work so that "she won't become wicked". The brothers help Lorna to escape by helping her finish her housework early. Just before they leave, Greg and his frog accidentally awaken Auntie Whispers, who warns them to stay away from Lorna or they will be eaten. Lorna suddenly transforms into a horrific demon. Greg shakes his frog, who has eaten Auntie Whispers' bell, and Wirt commands the demon to leave Lorna's body and never return. Lorna decides to stay with Auntie Whispers. After leaving Lorna and Auntie Whispers, Wirt begins to lose hope of ever leaving the Unknown, which pleases the Beast who is watching from afar.
Babes in the Woods: The brothers and Greg's frog sail down a lake, where they hear the Beast's singing, and Greg remains hopeful while Wirt has given up. They reach land and sleep under a tree for the night. Greg has a dream of an angelic cloud city, where he is welcomed by its residents. The festivities are cut short when the North Wind is released and starts destroying the city, but Greg manages to defeat it. The Queen of the Clouds appears to Greg, allowing him one wish as a reward. He wishes to find his way home, but the Queen informs him he cannot return home with Wirt as the Beast has already claimed Wirt, who is covered in Edelwood branches. Greg instead wishes to take Wirt's place, and leaves with the Beast. Wirt awakens and chases after them, but falls through ice and nearly drowns before being saved by a fishing net.