- Thorwald leaves his apartment with a woman dressed in black and a different suitcase. Jeff sleeps right through it.
- A few hours later, Stella massages the knots out of Jeff's back. They discuss the things Jeff has seen from his window.
- Jeff wonders what a salesman would be doing coming and going at 3 o'clock in the morning.
- He and Stella figure he might be planning to run out on his wife.
- Thorwald notices the neighbor's dog digging in the roses. The neighbor calls the dog away, not wanting to upset Thorwald.
- Jeff gets out his zoom lens to get a better look at Thorwald's movements across the way.
- Thorwald is carefully packaging up an impressive collection of large saws and knives, straight from the Freddy Krueger collection. Suddenly, "running out" starts to look a lot like something more deadly.
- Everybody is going about their evening. Lisa is getting all romantic, but Jeff is totally distracted.
- He is obsessing about Thorwald, and Lisa is very bothered by Jeff's new hobby.
- Lisa suddenly notices Thorwald tying up a very large trunk with heavy rope.
- She asks Jeff to explain in detail everything he's seen concerning his suspicious neighbor.
- She goes across the street to learn Thorwald's name from the mailbox label and calls Jeff to give him the 411.
- Jeff sees the red glow of a cigar in Thorwald's darkened apartment.