In the morning, Phoebe tenderly helps the nervous and uneasy Hepzibah to prepare an unusually fine breakfast for Clifford, who finally appears in a faded damask gown. This soft, gray-white man is ravenously hungry and is sensually delighted with the food and the flowers which Phoebe presents to him. Since Hepzibah's grief for Clifford has made her seem dark and scowling to his beauty-hungry eyes, Clifford clearly prefers young Phoebe to Hepzibah. He demands that they cover the grim portrait of their ancestral Colonel, and he says that the shop bell is offensive to him, until his sister explains that they must now earn their living, unless they wish to accept charity from "a certain offensive hand" (the Judge's). The prison-ruined man bursts into tears and then falls asleep. Hepzibah gazes at him fondly, and then she hastens away.
Phoebe learns about the relationship between Hepzibah and Clifford when young Ned Higgins comes for another cookie and identifies the guest as the old woman's brother. Next, Judge Pyncheon enters, with his gold-headed cane, gurgling voice, and sultry smile. He is dressed in a black suit, and he is carrying a gold-headed cane of rare, Oriental wood; the latter adds to the high respectability of his presence, as do his snow-white cravat and the conscientious polish of his boots. He has a dark, square face with almost shaggy eyebrows, but he has tried to mitigate the harsh effect by wearing a smile of exceeding good-humor and benevolence. An acute observer would probably suggest that the smile on the Judge's face is a good deal like the shine on his boots, and that each must have cost him and his bootblack, respectively, a good deal of hard work to bring out and preserve.
As the Judge enters Hepzibah's little shop, his smile grows, and upon encountering Phoebe, "a young rosebud of a girl," and learning that she is his relative, he tries to give her a cousinly kiss. Involuntarily, she draws back. Then she sees his smile darken, then brighten, then become almost too intense for her.
After Phoebe backs away from this man's attempted kiss, she sees an uncanny resemblance between the heavily sensual man and their colonial ancestor whose portrait so frightened Clifford. On learning that Clifford is now in the house, the Judge pushes past Phoebe to go see him, but Hepzibah bars his progress, refusing him admittance, even though he tries to bribe her with all kinds of luxuries from his country home. He storms, smiles, speaks hypocritically, and when Clifford cries for them to spare him from seeing the Judge, the Judge leaves. Hepzibah explains to Phoebe that the man is an absolute horror, and the girl sadly begins to believe that evil can "roost" in high places.
