The next scene opens in Midge's studio apartment where a red-sweatered Midge paints. Scottie has been invited to visit one night because of her "desperate urge" to see him. She wonders why she hasn't seen him or been able to contact him on the phone: "For a man who has nothing to do, you're certainly a busy little bee." When she is curious about his whereabouts, he only vaguely communicates with her what he has been doing. He describes to her how he passes the time: "Just wandering...round about." Midge explains how she has returned to her "first love - painting." [Or could her "first love" be Scottie himself?] He congratulates her:

I always said you were wasting your time in the underwear department.

In profile (similar to Madeleine's appearance), Midge displays her latest portrait - something that she describes as "not exactly" a "still-life." It is a caricatured and satirized portrait of herself as a smiling, bespectacled Carlotta Valdes (that she copied from the Palace of the Legion of Fine Arts guidebook). The portrait parodies herself as Carlotta - it forces Scottie to see her substituted in the place of the woman he is obsessing about - Carlotta. [The self-abusive substitution is a bold, prophetic hint of the film's mystery, as she remakes herself in Madeleine's image.]

Scottie reacts negatively to the de-mystified, objective, anti-romantic Carlotta portrait. He shakes his head resentlfully and unhappily: "It's not funny, Midge," and he promptly leaves. After she has alienated him and he has left, Midge pulls at her hair: "Marjorie Wood, you fool! Idiot...stupid, stupid, stupid." She defaces the artificial image in the picture and condemns herself for being so stupid - and for not being Madeleine, as she throws her paintbrush at her reflection in the picture window. Scottie wanders home through the darkness of the night, lit by a changing red and green traffic light.

Madeleine visits Scottie early the next morning at dawn - she rings his doorbell and appears silhouetted in the darkened doorway. She walks into the light of his apartment. Upset and frightened, she tells him that she has had a recurrence of the strange dream of the bell tower in an old Spanish village or mission. Scotties wishes to reassure her, through his version of reality therapy, that she's in the here-and-now:

It was a dream. You're awake. You're all right now.

He has her describe the dream in great detail - he completes her description and tries to make it reality:

Madeleine: It was so very clear for the first time, all of it...It was a village square in a green with trees and an old white-washed Spanish church with a cloister. Across the green, there was a big gray wooden house with a porch and shutters and a balcony above, a small garden, and next to it a livery stable with old carriages lined up inside...At the end of the green, there was a white-washed stone house with a lovely pepper tree at the corner...
Scottie: And an old wooden hotel from the old California days? And a saloon, dark, low ceilings, with hanging oil lamps?
Madeleine: Yes.
Scottie: It's all there. It's no dream. You've been there before. You've seen it.
Madeleine: No never!

Scottie recognizes the setting as San Juan Bautista's Spanish Mission, about 100 miles south of San Francisco. It is preserved as a historical museum exactly as it was 100 years earlier. Madeleine insists that she has never been there. Scottie insists that she think hard about what frightens her so:

I stood alone on the green searching for something. Then I started to walk to the church. Then the darkness closed in and I was alone in the dark, being pulled into the darkness, never to wake up.

Protective of her, Scottie tells her that they will visit the mission later that day. He hopes that visiting the real-world California mission will end her nightmares, cure her fears, dispel the dream's power, or prompt her memories. The mission is a perfect symbol, a place of California's religious past, ritual, and spiritual retreat that will be their destination - a way to return to Madeleine's ancestral roots:

You're gonna be all right now, Madeleine. Don't you see? You've given me something to work on now! I'm gonna take you down there to that mission this afternoon and when you see it, you'll remember when you saw it before, and it'll finish your dream. It will destroy it. I promise you. All right?

As well as finding out about Madeleine's past at the mission, Scottie will also be able to confront his own fears, obsessions, and phobias. He leads her to the door - in an overhead shot.

As they drive toward the mission, passing through a row of tall trees, a gray-suited Madeleine (with a small bird pinned on her chest) gives an enigmatic, emotional look toward Scottie. In the memorable sequence at the mission, everything is as she remembered it in the nightmarish dream - a village square and green, a cloistered Spanish church, a two-story gray wooden house, and a livery stable. Inside the dark stable, as she sits in an antique carriage, he prompts her to remember when she was there before:

Scottie: Madeleine, where are you now?
Madeleine: Here with you.
Scottie: And it's all real. It's not merely as it was 100 years ago, or a year ago, or six months ago, or whenever it was you were here to see it. Now, Madeleine, think of when you were here.

In a trance-like, depressed state, she describes past childhood memories (of horses kept in the stable on the church grounds) from a long time ago - she is seemingly possessed by Carlotta:

There were not so many carriages then. There were horses in the stalls: a bay, two black, and a gray. It was our favorite place. But we were forbidden to play here. Sister Teresa would scold us.

To ground her in the present, Scottie tries to find evidence that she isn't in her mystical past. He quickly finds what she has described in the stable - a wooden gray horse - and exclaims: "You see, there's an answer for everything! Madeleine. Try. Try for me." He speaks to her from her profile-side, as she stares straight ahead toward the camera. He helps her down from the carriage and then they embrace and kiss each other again.

While they kiss, he tells her: "I love you, Madeleine" as she glances across the courtyard toward the mission's church and bell tower. [The original Spanish mission at San Juan Bautista didn't have a bell tower, so it was added with trick matte photography.] She hurriedly confesses her own love for him, but becomes frantic that "there's something I must do." He grabs ahold of her to try to stop her retreat while vowing: "no one possesses you":

Scottie: I love you, Madeleine.
Madeleine: I love you too. It's too late.
Scottie: No, no, we're together.
Madeleine: It's too late, there's something I must do.
Scottie: No, there is nothing you must do. There is nothing you must do. No one possesses you. You're safe with me.
Madeleine (more frantically): No, it's too late.

Crying, she assertively pushes him away, disengages from his possessive grasp (both emotionally and physically), and runs across the courtyard to the mission under a gray clouded sky. He catches up to her on the village green and holds her tightly, as she explains how she must go through with things as planned [she now speaks as Judy rather than as her assumed character of Madeleine] and not fall in love with him:

Madeleine: Look, it's not fair. It's too late. It wasn't supposed to happen this way. It shouldn't have happened.
Scottie: But it had to happen. We're in love. That's all that counts.
Madeleine: Look. Let me go. Please let me go.
Scottie: Listen to me. Listen to me.

They struggle. She declares her love for him (pretended and real) in a final moment before he loosens his grip:

Madeleine: You believe I love you?
Scottie: Yes.
Madeleine: And if you lose me, then you'll know I, I loved you. And I wanted to go on loving you.
Scottie: I won't lose you.
Madeleine (insisting): Let me go into the church - alone.
Scottie: Why?

After one more kiss, she turns, looks up, and rushes into the church. He glances up at the bell tower for an instant, and then decides to chase after her. She starts to climb up the bell tower's crude, winding and rickety wooden staircase. His acrophobia and vertigo slow his climb after her up the spiraling stairs. [The scenes of Scottie's vertigo and disorientation in the tower are again made real by a simultaneous reverse dolly-out (pull back) shot, and a forward zoom-in shot, first used by director Hitchcock.]

Scottie pauses momentarily and looks downward from the landing where he is standing - he experiences a dizzying, disorienting, and paralyzing fear of falling. And then when he reaches almost to the top, there is a shrieking scream [a pretend scream to accompany the fall or a scream of outrage to stop the contrived plot?] and a gray-clothed body resembling Madeleine's is seen through a side tower window falling to her death far below. Scottie looks down through the tower opening and sees a still body lying dead on the adjacent rooftop below. [Scottie is forced to helplessly watch, for the second time, someone fall to their death.] It is a stunning, vertiginous death - totally unexpected and disorienting. Tense and sweating profusely, he impotently climbs back down the stairs to the ground-level door. From an angle high above the church, the overhead camera views a reduced-sized Scottie exiting the church as nuns rush to the site and officials climb a ladder to remove the body from the cloister roof.

In the second-floor room of the gray wooden house across the green from the mission, the town hall, a coroner's inquest/hearing is immediately held by police, the coroner and other legal officials regarding the death. The coroner (Henry Jones) describes the suicide - as he does so, Elster is cleared of responsibility for not reporting his wife's mental instability. But the coroner implicates and condemns ex-detective Ferguson's indirect causation of the accident, his unanticipated "weakness" and his "fear of heights" that made him "powerless when he was most needed." Even while knowing Madeleine's "suicidal tendencies," Scottie had a "lack of initiative" in saving her (in a second accident involving a fall). Following the suicide, Scottie also strangely disappeared from the scene, claiming that he "suffered a mental blackout and knew nothing more until he found himself back in his own apartment in San Francisco several hours later." Although foul play is discounted, the coroner presents the jury with a final conclusion while verbally criticizing Scottie: "Or you may believe that having once again allowed someone to die, he could not face the tragic result of his own weakness and ran away."

The jury quickly reaches a decision - "The jury finds that Madeleine Elster committed suicide while of unsound mind." Following the inquest, Elster apologizes for the harsh words of the coroner and consoles Scottie after the verdict. Elster announces his own intentions to leave the country permanently:

Sorry Scottie, that was rotten. He had no right to speak to you like that. It was my responsibility. I shouldn't have got you involved. No, there's nothing you have to say to me. I'm getting out Scottie, for good. I can't stay here. I'm going to wind up her affairs, and mine, and get away as far as I can. Europe perhaps. I probably never will come back. Goodbye, Scottie. If there's anything I can do for you before I go? There's no way for them to understand. You and I know who killed Madeleine.

After the hearing, Scottie is broken and distraught. He visits Madeleine's grave. Unlike Madeleine's imaginary dreams, he suffers from real nightmares, flashing lights, vivid, and shattered, exploding images of Carlotta's corsage bouquet (in an artificial, animated cartoon). The camera records various other images including his own vanishing and reappearing face, a disturbing, hallucinatory view of a "live" Carlotta between Elster and himself at the courtroom window, Carlotta's locket/necklace, and the cemetery headstone and her open grave. He sinks into the bottomless pit accompanied by a frightening silhouette of his body falling into the mission roof (similar to the fall experienced by the uniformed policeman). Presumably, in the process of identifying with her death or joining her in death (or wishing to die in her place), he himself dies by being taken into a blinding white light of nothingness. He is tormented by visions of the vertigo effect - these visions cause him to wake up petrified in fear. He is also filled with grief and mourning - he blames himself for not stopping or saving her, unable to conquer his fear of heights to save her.

Scottie suffers a nervous breakdown and is institutionalized in a psychiatric hospital. Midge presents him with a Wolfgang Amadeus Mozart record because it's therapeutically like a "broom that sweeps the cobwebs away," but he remains passive and still by the window. She tries to joke with him about all the varieties of musical tastes she has for him: "I have music for dipsomaniacs, and music for melancholiacs, and music for hypochondriacs. I wonder what would happen if somebody got their files mixed up." Then, she tries to cheer him up and reassure him, but he is unresponsive, catatonic and deathly corpse-like:

Oh, Johnnie, Johnnie. Please try. Try, Johnnie. You're not lost. Mother's here...John-O, you don't even know I'm here, do you?

He doesn't even know she is there when she kisses him goodbye - he is completely paralyzed and possessed with psychological unbalance.

When the time of her visit is up, she speaks to the doctor in his office, learning that Scottie has been clinically diagnosed as "suffering from acute melancholia, together with a guilt complex. He blames himself for what happened to the woman." It may take from six months to a year to cure him: "It really could depend on him." To complicate the issue, squarely placing some degree of blame and 'responsibility' on Scottie, Midge states that he was and still is in love with the dead Madeleine, and that Mozart won't cure him at all. She begins to cry, turns away from the doctor's office, and forlornly walks down the gray corridor out of his life. She pauses before a window - before darkness closes in. Defeated, she realizes her utter inadequacy and helplessness in reaching him. [Her departure echoes Madeleine's words by the sea: "I'm walking down a long corridor...and when I come to the end of the corridor, there's nothing but darkness." This is Midge's last appearance in the film.]

The next scene opens with a long pan across the city of San Francisco. After Scottie is released, he drifts aimlessly for a while, shattered and searching for his lost love - he behaves somewhat "mad" - recalling Pop Liebel's words about "mad Carlotta." He revisits the places where he often saw Madeleine - first Elster's apartment (where her Jaguar is now parked, although sold to a new owner). A one-way sign indicates his obsessive direction. Then, he ventures to Ernie's Bar and the Palace of the Legion of Honor, hoping that he will find her alive. Three times, he imposes dreams on reality - imagining three Madeleine look-alikes (at the apartment, at Ernie's, and in the museum) who resemble her.

At a florist's shop, one of the first places he first saw Madeleine, he is startled by other reminders of Madeleine such as her flower corsage. And then he spots a fourth Madeleine look-alike - in profile - on the street outside the shop. She is a dark, red-haired woman who is wearing a tight green sweater dress (voluptuous without a brassiere). She bears a remarkable facial resemblance to his cool blonde, dead love - the sophisticated Madeleine, although she is more of a counterfeit. She wears gaudy makeup and appears coarser, less ethereal and cheaply provocative. [Judy is a Madeleine imposter - in actuality, she is Elster's mistress who was taught to pretend she was "Madeleine" Elster. The real wife Madeleine was killed by Elster and her corpse was thrown off the bell tower.] Scottie follows her to her transient hotel, the Empire Hotel on Post Street - he notices her at her third-story window [an image similar to his spotting Madeleine in the upstairs window of the McKittrick Hotel] where she lives alone.

Scottie rushes upstairs to her door half-way down a corridor (with a FIRE ESCAPE sign prominent in the background). He speaks to her at her door, where she responds with a combination of fear, bemusement, defiance and fascination. She harshly and abruptly accuses him of either being a Gallup pollster, a hotel resident, or a guy trying to pick her up. He pleads with her: "I just want to talk to you...Listen, I'm not going to hurt ya. Honest - I promise. Please." He explains that she reminds him of someone. She mocks his familiar pick-up line [a phrase probably used on her by Gavin Elster when he proposed his deadly plot]:

I heard that one before too. I remind you of someone you used to be madly in love with, but then she ditched ya for another guy. And you've been carrying the torch ever since. Then you saw me and something clicked.

Although she is not "far wrong" in describing his situation, she wants to close the door on him. He desperately asks to be heard, so she invites him in with the door left open. He is both pathetic and menacing to her as he approaches - and learns that her name is Judy Barton (Kim Novak, playing both women). She is "just a girl" - an uncultured, crude sales girl who works at Magnin's, who originally came from Salina, Kansas [strikingly close to the name of the largest town in California closest to the mission - Salinas, and evocative of Novak in her role in Picnic (1955) - with a Kansas locale]. He obsessively repeats his objective:

Scottie: I just want to know who you are.
Judy (describing herself a second time): Well, I told you. My name is Judy Barton. I come from Salina, Kansas. I work at Magnin's and I live here. My gosh, do I have to prove it?

[Their conversation occurs in front of the mirror in Judy's room - suggestive of the double, mirrored identity that she projects.] Exasperated, she shows him her Kansas and California driver's license identifications, and then asks: "You want to check my thumb prints? You satisfied?" Then, she softens when she realizes that he's "got it bad," and then wonders: "Do I really look like her? She's dead, isn't she? I'm sorry." She apologizes for yelling at him earlier when she senses that his lost love is dead. She briefly describes her family history while pointing to two black-and-white photographs on her dresser - she explains how she left her working-class family to wander - [it's a life story that curiously parallels the one of Carlotta's daughter]:

That's me with my mother. And that's my father. He's dead. My mother married again, but I didn't like the guy, so I, I decided I'd see what it's like in sunny California. I've been here three years. Honest.

As he leaves, Scottie asks her a favor to join him as company for dinner:

Scottie: Will you have dinner with me?
Judy: Why?
Scottie: Well, I just feel that I owe you something after all this.
Judy: No, you don't owe me anything.
Scottie: Well, will you then, for me?
Judy: Dinner and what else?
Scottie: Just dinner.
Judy: Cause I remind you of her?
Scottie: Because I'd like to have dinner with you.
Judy: Well, I've been on blind dates before. Matter of fact to be honest, I've been picked up before.

She agrees to have dinner with him an hour later, but she hopes that it isn't just because she reminds him of his former love.

After he leaves [the camera remains with Judy - one of the few times in the film that the camera deserts Scottie and identifies with her], the camera is placed behind Judy's head. She slowly turns to the right (into profile) and then stares slightly above the camera. The screen darkens and reddens (similar to the reddish hue in the opening credits sequence) as Judy remembers the scene at the Mission - in a revealing flashback. [Hitchcock reveals the surprise solution to the mystery to all but the hero/protagonist.] Madeleine/Judy is seen running up the mission stairs. Gavin Elster throws his wife's body from the tower just as Madeleine/Judy appears at the top of the stairs and then grabs Madeleine/Judy to cover her mouth. [The murder plot is as deceptive as the suicidal woman who didn't die - she actually never existed!]

When the flashback is over, Judy closes her eyes, goes to her closet for her suitcase, and prepares to pack (touching the gray suit she last wore with Scottie when she impersonated Madeleine), but then decides to compose a letter to him describing the whole deceptive plot against him (narrated in voice-over). The camera pans from her profile to a frontal view - slowly spiraling around her in a prolonged close-up. In the letter, she confesses that she was hired by Elster to pose as his wife - due to her remarkable resemblance to his wife:

Dear Scottie: And so you found me. This is the moment that I've dreaded and hoped for, wondering what I would say and do if I ever saw you again. I wanted so to see you again just once. Now I'll go and you can give up your search. I want you to have peace of mind. You have nothing to blame yourself for. You were the victim. I was the tool, and you were the victim of Gavin Elster's plan to murder his wife. He chose me to play the part because I looked like her, dressed me up like her. He was quite safe because she lived in the country and rarely came to town. He chose you to be a witness to a suicide. Carlotta's story was part real, part invented to make you testify that Madeleine wanted to kill herself. He knew of your illness. He knew you'd never get up the stairs to the tower. He planned it so well. He made no mistakes.

As Elster's mistress, Judy was part of the hoax in an ingenious plot to provide the police with an unimpeachable witness at the suicide of Elster's wife - Scottie was the perfect candidate to attempt to 'protect' the phony Madeleine. Scottie also had been led to mistakenly believe that Madeleine harbored suicidal tendencies, and would testify to that effect at the coroner's inquest. Elster knew of Scottie's vertigo and that he couldn't reach the top of the tower to halt her lethal jump. There, Elster had plans to do away with his wife under circumstances that falsely implied that she had committed suicide.

In the last part of the letter, Judy also admits that the only mistake in the whole plan was that she fell in love with Scottie. Judy/Madeleine knows that Scottie is still madly in love with Madeleine and that somewhere inside her, she is Madeleine:

I made a mistake. I fell in love. That wasn't part of the plan. I'm still in love with you. And I want you so to love me. If I had the nerve, I'd stay and lie, hoping that I could make you love me again as I am, for myself, and so forget the other and forget the past. But I don't know whether I have the nerve to try.

Feeling ambivalent, she declares her own love and decides to make Scottie love her (as she is), but she also knows that she may not have "the nerve" to try to gain his love - he may uncover the truth. Then she stands up and pulls herself together, folds and rips the letter in pieces, and puts her suitcase away (and also hides Madeleine's gray dress in the back of the closet - is she repudiating her 'Madeleine identity' with this action?). Out of love for Scottie, she decides not to run away, but to stay and see him one final time. She prepares for dinner by wearing a very different dress - a figure-revealing purple one.