The next scene, an abduction scene, expands on "that next special lady" that Buffalo Bill fancies. His next female victim is introduced as she drives along through the rainy night in Memphis, Tennessee, singing along as her car radio blasts the Tom Petty tune, "American Girl."

After all, it was a great big world,
With lots of places to run to
Yeah, and if she had to die...
That one little promise she was gonna keep,
Oh yeah, oh right, take it easy baby,
Make love to me last all night
She was an American Girl.

The twenty-five year old Catherine Martin (Brooke Smith) pulls her car into her apartment complex parking lot, and greets her cat perched in the window. A man has watched her approach with night-vision goggles, giving off an eerie green glow. With groceries in her arms, she turns toward a man with a cast on his right arm struggling unsuccessfully to lift a love seat into the open back of his blue-paneled van. After she helps him load it, he asks a surprising, chilling question: "Are you about a size 14?" And then he knocks her out with his forearm cast and she moans and slumps unconscious onto the couch. He peels back the collar of her blouse - a size 14 tag on the back of her clothing causes him to mutter: "Good," and then slits open the back of her blouse with a pair of bandage scissors. Erotically, he peels back the material and delicately caresses the smooth, bare skin of her back (without a bra strap), muttering "Good" two more times. He tosses her blouse out of the van, leaving it lying next to her bag of groceries, and then drives away. The cat is the only witness to what happened.

During further attack training at the FBI Academy, where Starling protects herself from vicious physical blows from an aggressive attacker, she is summoned: "Saddle up. Pack your field gear. You're moving out. You're goin' with Crawford...They found a girl's body down in West Virginia. Been in the water about a week. Looks like a Buffalo Bill-type situation." Flying over Clay County, West Virginia, Starling and Crawford are uncomfortably squeezed into the back seat of a small plane, where she is briefed on the case file of killer Buffalo Bill. She also flips through and examines photographs of the latest victim, a nude female body (with a skinned back) face down on a riverbank, and a sweet-faced school picture:

He keeps them alive for three days. We don't know why. There's no evidence of rape or physical abuse prior to death. All the mutilation you see there is post-mortem. OK. Three days. Then he shoots them, skins them, and dumps them, each body in a different river. The water leaves us no trace evidence of any kind. That's Fredrica Bimmel, the first one. Her body was the only one he took the trouble to weight down, so actually she was the third girl found. After her, he got lazy.

After they land at a small West Virginia airport, a vehicle transports them to the Grieg Funeral Home. During the ride, Crawford quizzes her to give her astute observations on the case: "Tell me what you see."

He's a white male. Serial killers tend to hunt within their own ethnic groups. He's not a drifter. He's got his own house somewhere, not an apartment...What he does with them takes privacy. He's in his thirties or forties. He's got real physical strength combined with an older man's self-control. He's cautious, precise, and he's never impulsive. He'll never stop. He's got a real taste for it now. He's getting better at his work.

Bothered, she wants to know why Crawford deliberately sent her unprepared [naked, so to speak] to serial killer Lecter to find out about Buffalo Bill, using her without telling her ahead of time. Although she doesn't like his answer, she knows that he is right:

Clarice: That's why you sent me in there, isn't it? To get his help on Buffalo Bill, sir? Well, if that was the case then, I just, I just wish I was in on it, that's all.
Crawford: If I'd sent you in there with an actual agenda, Lecter would've known it instantly. He would have toyed with you, then turned to stone.

In the rural, funeral home parlor, unspoken resentment is expressed between the local police authorities led by Sheriff Perkins (Pat McNamara) and the FBI. Shielding Starling from embarrassment, Crawford whispers to Perkins: "This type of sex crime has certain aspects I'd just as soon discuss in private." Agent Starling is uncomfortably left to herself, surrounded by uniformed police. When she opens the door and peers at mourners gathering for the service in the mortuary, with organ music playing "Rock of Ages," the camera tracks in front of her as she walks down the aisle toward the open, wooden coffin.

The organ music triggers an ancient memory and prompts a flashback into her past - the second one. As she approaches the casket, she becomes ten year-old Clarice viewing her dead father inside. She kisses him. [The film fully dramatizes the orphaned daughter theme and all of the surrogate "male" figures in her life.] Clarice is brought back to the present by Crawford's voice: "Starling, we're back here." In the circus atmosphere of the embalming room, where Crawford has set up a PoliceFax fingerprint transmitter, he asks for a "six-way linkup" between six cities.

Feeling close to her West Virginia roots, Agent Starling raises her voice and the degree of her natural country accent to respectfully tell the room crowded with male deputies and troopers that their help isn't needed any more:

Gentlemen. You officers and gentlemen! Listen here now. There's things we need to do for her. I know that y'all brought her this far and that her folks would thank you if they could for your kindness and your sensitivity. And now please, go on now and let us take care of her. Go on now. Thank you.

As the black body bag is loudly unzipped on the table in the makeshift morgue, Clarice prepares herself with small dabs of Vicks VapoRub under her nostrils to kill the smell. Then, she swings around to have her first encounter with Buffalo Bill's handiwork on a female body. Flash photos sound loudly as they are taken. Clarice narrates into a microphone about the "wrongful death" case and observes: "Star-shaped contact entrance wound over the sternum. Muzzle stamp at the top...she's not local. Her ears are pierced three times, and there's glitter nail polish. Looks like town to me. Two of her fingernails are broken off and there's dirt or grit under 'em. It looks like she's tried to claw her way through something." And then Clarice looks at a developing print and notices something in the dead girl's throat: "She's got something in her throat." A bug cocoon of some sort is tweezered out with forceps from deep inside the victim's throat behind the soft palette - probably "shoved" in there. On the girl's back, two neat triangular patches of skin are missing.

Driving back that night, independent-minded Starling denounces her cagey supervisor, telling him how "burned" she was when he told the sheriff that they shouldn't talk in front of a woman:

Clarice: It matters, Mr. Crawford. Cops look at you to see how to act. It matters.
Crawford: Point taken.

After walking through the darkened corridor of the Museum of Natural History that displays dinosaur skeletons, she finds two entymologists playing chess with live beetles. One of the geeky scientists tries to hit on her during the investigation of the cocoon. The scientists cut open the brown back of the moth and reveal a perfect reproduction of a ghostly human skull. They identify the insect cocoon specimen as Acherontia styx: - "the Death's-head moth," a species that only lives in Asia and would "have to be specially raised from imported eggs...Somebody grew this guy, fed him honey and nightshade. Kept him warm. Somebody loved him."

The transition from the preceding scene takes the film into the ghastly recesses of Buffalo Bill's (Ted Levine) cellar liar, where he raises moths in a dark laboratory filled with breeding tanks. The camera travels through the mad psychopath's home, filled with fearsomely sharp utensils, wall hangings and strangely-clothed mannequins. A dressmaker, the serial killer is naked and hunched over his old-fashioned sewing machine, working on his latest piece of clothing. He keeps his latest "moth" and kidnapped victim trapped in a round pit dug fifteen feet deep into his cellar floor. Catherine screams: "Let me out of here, why won't you answer me, please?" as Bill's fat white, tail-wagging poodle dog looks down at her by the edge of the circular pit.

In a recreation room of the FBI Academy, a TV newscast bulletin fills the screen with a photo and report on serial killer Buffalo Bill's latest victim - Catherine Martin, "the twenty-five year old daughter of Senator Ruth Martin...the Republican junior senator from Tennessee." Catherine's mother, the lone example of mothering in the film, delivers a personal plea to the killer to release her "little girl." The Senator (Diane Baker) mentions Catherine's name repeatedly and pictures of the girl's childhood are broadcast: "If he sees Catherine as a person and not just an object, it's harder to tear her up."

At the Baltimore State Hospital where Clarice goes for a third encounter with Lecter, an agitated Dr. Chilton complains at her for "refusing to share information" and treating him like a "turnkey." She walks away to do her "job" after boldly telling him off and leaving him with frustrated hostility. In front of Lecter, she expresses her need for information to lead her to serial killer Buffalo Bill and save Catherine - her rescue fantasy become real. In exchange for his profile, she presents a "non-negotiable" and "final" offer that would transfer him to another prison with a view, with a promise to be furloughed to an island one week of the year:

If your profile helps us capture Buffalo Bill in time to save Catherine Martin, the Senator promises you a transfer to the VA Hospital at Oneida Park, New York with a view of the woods nearby. Maximum security still applies, of course. You'd have reasonable access to books. Best of all, though, one week of the year, you'd get to leave the hospital and go here - (She produces a map) Plum Island, every day of that week, you may walk on the beach. You may swim in the ocean for up to one hour. Under SWAT team surveillance, of course. And there you have it...If Catherine Martin dies, you get nothing.

The charismatic, advanced, erudite, yet primitive and deranged psychiatrist offers her a counter-offer and deal - he will help her search for and capture the serial killer who skins his victims before he kills them. But to fulfill her rescue fantasy for the vulnerable Catherine (and for all the world's victims), she must share her deepest secrets and fears with him so that he can cure her of her inner demons. She must allow herself to be psycho-analytically searched and 'raped' (mentally) by answering intimate questions and revealing everything about her emotional history and inner self. Savvy to his feverish needs to know more about her, she nervously accepts the reality of her victim status, and exploits him to her own advantage:

Lecter: Plum Island Animal Disease Research Center. Sounds charming.
Clarice: That's only part of the island. There's a very, very nice beach. Terns nest there. There's beautiful...
Lecter: Terns?...If I help you, Clarice, it will be 'turns' for us, too. Quid pro quo. I tell you things, you tell me things. Not about this case, though. About yourself. Quid pro quo. Yes or no? Yes or no, Clarice? Poor little Catherine is waiting.
Clarice: Go, doctor.
Lecter: What is your worst memory of childhood?
Clarice: The death of my father.
Lecter: Tell me about it and don't lie, or I'll know.

As part of their diabolical bargain (on a "quid pro quo" basis), she must relive details of her childhood traumas as the price for his information to help capture Buffalo Bill. The fatherless heroine tells him of her father's senseless death when she was ten years old. The doctor compliments her on her frankness and implies a disturbing threat in wishing to "know" her:

Clarice: He was a town marshal and one night he surprised two burglars coming out of the back of a drugstore. They shot him.
Lecter: Was he killed outright?
Clarice: No, he was very strong. He lasted more than a month. My mother died when I was very young so my father had become the whole world to me. When he left me, I had nothing. I was ten years old.
Lecter: You're very frank, Clarice. I think it would be quite something to know you in private life.
Clarice: Quid pro quo, Doctor.
Lecter: So tell me about Miss West Virginia. Was she a large girl?
Clarice: Yes.
Lecter: Big through the hips? Roomy?
Clarice: They all were.
Lecter: What else?
Clarice: She had an object deliberately inserted into her throat. Now, that hasn't been made public yet. We don't know what it means.
Lecter: Was it a butterfly?
Clarice: Yes, a moth, just like the one we found in Benjamin Raspail's head an hour ago. Why does he place them there, doctor?
Lecter: The significance of the moth is change. Caterpillar into chrysalis or pupa. From thence into beauty. Our Billy wants to change too.
Clarice: (puzzled) There's no correlation in the literature between trans-sexualism and violence. Trans-sexuals are very passive.
Lecter: Clever girl. You're so close to the way you're gonna catch him. Do you realize that?
Clarice: No, tell me why.
Lecter: After your father's murder, you were orphaned. What happened next? (Clarice drops her gaze) I don't imagine the answer's on those second-rate shoes, Clarice.
Clarice: I went to live with my mother's cousin and her husband in Montana. They had a ranch.
Lecter: Was it a cattle ranch?
Clarice: Sheep and horses.
Lecter: How long did you live there?
Clarice: Two months.
Lecter: Why so briefly?
Clarice: I ran away.
Lecter: Why, Clarice? Did the rancher make you perform fellatio? Did he sodomize you?
Clarice: No! He was a very decent man. Quid pro quo, doctor.
Lecter: (Lecter's reflection appears as a ghostly image in the glass next to Clarice's face) Billy is not a real trans-sexual, but he thinks he is. He tries to be. He's tried to be a lot of things, I expect.
Clarice: And you said that I was very close to the way we would catch him. What did you mean, doctor?
Lecter: There are three major centers for trans-sexual surgery: Johns Hopkins, the University of Minnesota, and Columbus Medical Center. I wouldn't be surprised if Billy had applied for sex reassignment at one or all of them, and been rejected.
Clarice: On what basis would they reject him?
Lecter: Look for severe childhood disturbances associated with violence. Our Billy wasn't born a criminal, Clarice. He was made one through years of systematic abuse. Billy hates his own identity, you see, and he thinks that makes him a trans-sexual. But his pathology is a thousand times more savage and more terrifying.

Lecter's last analysis in voice-over is combined with a chilling image of Dr. Chilton eavesdropping ('bugging') their conversation with a tape player and earphone speaker.

In the damp cellar of the serial killer's liar, Buffalo Bill (with his little white poodle named Precious tenderly held in his arms) leans over the edge of the pit, talking impersonally to Catherine as an object or "it." Standing at the bottom of the dark pit, the distressed, captive, hysterical girl looks up at him:

Buffalo Bill: It rubs the lotion on its skin. It does this whenever it's told.
Catherine: Mister, my family will pay cash. Whatever ransom you're askin' for, they'll pay it.
Buffalo Bill: It rubs the lotion on its skin, or else it gets the hose again. (The dog yips) Yes she will, Precious, or we'll get the hose.

Buffalo Bill lowers a basket on a rope down into the pit. He orders "it" to place the squeeze bottle of skin lotion (which is to keep the victim's skin supple for a few days) into the basket. As the camera pans up the high walls of the pit lit by Bill's flashlight, it picks up the bloody finger tracks (and cracked nails), now dried and brownish, left by other female victims, who in a frenzy, tried and failed to claw their way out.

From the scene of Bill taunting his screaming captive, the next scene shows Dr. Lecter, made captive by being strapped and strait-jacketed to a rolling hand truck. His face is imprisoned in a grotesque hockey mask, and he is being mocked by his keeper, Dr. Chilton. Clarice seems to have betrayed Lecter with a deal:

You still think you're gonna walk on some beach and see the birdies? I don't think so. I called Senator Ruth Martin. She never heard of any deal with you. They scammed you, Hannibal...There never was a deal with Senator Martin but there is now. I designed it. Of course, I worked in a few conditions for my own benefit as well. Identify Buffalo Bill, by name, and if the girl is found in time, Senator Martin will have you transferred to Brushy Mountain State Prison, in Tennessee. Answer me, Hannibal. You answer me now, or by God, you'll never leave this cell. Who is Buffalo Bill?

While Chilton talks to Lecter about a new "deal," the camera tracks in on a close-up of the cunning Hannibal's face, revealing that he is eyeing Chilton's silver writing pen carelessly left lying on the cell's cot. Lecter is transferred to another prison facility in Memphis at Senator Martin's request - information relayed by phone to Crawford from FBI Director Hayden Burke (famed director Roger Corman who gave Demme his directorial start). Justice Department Deputy Attorney General Paul Krendler (Ron Vawter) will take over in Memphis:

Burke: Did you have a trainee make some sort of a phony offer to Lecter in the Senator's name?
Crawford: Yeah, I rolled the dice. I had to.
Burke: Well, she's mad as hell, Jack.

At the Memphis International Airport at night, Lecter (restrained with a monstrous face mask) arrives bound and strait-jacketed on a hospital stretcher/hand truck and is met in a top-secret rendezvous with a tense, haggard-looking Senator Martin and her assistants on the tarmack. Dr. Lecter plays his "quid pro quo" game with the Senator with more personal questions:

Senator: Dr. Lecter. I brought an affidavit guaranteeing your new rights. You want to read it before I sign.
Lecter: I won't waste your time or Catherine's time bargaining for petty privileges. Clarice Starling and that awful Jack Crawford have wasted far too much time already. I only pray they haven't doomed the poor girl. Let me help you now and I will trust you when it's all over.
Senator: You have my word... (An aide is poised to take notes)
Lecter: Buffalo Bill's real name is Louis Friend. I met him just once. He was referred to me in April or May 1980 by my patient Benjamin Raspail. They were lovers, you see. But Raspail had become very frightened. Apparently, Louis had murdered a transient and done things with her skin.
Senator aide: We need his address and a physical description.
Lecter: Tell me, Senator. Did you nurse Catherine yourself?
Senator: (startled) What?
Lecter: Did you breast-feed her?
Senator aide: Now wait a minute.
Senator: Yes, I did.
Lecter: Toughened your nipples, didn't it?
Senator aide: You son of a bitch.
Lecter: Amputate a man's leg, and he can still feel it tickling. Tell me, Mum. When your little girl's on the slab, where will it tickle you?
Senator: (commanding) Take this thing back to Baltimore.

Dr. Lecter has the final word as she turns from him - he yells out Bill's description: "Five-foot-ten, strongly built, about 180 pounds. Hair blonde, eyes pale blue. He'd be about thirty-five now. He said he lived in Philadelphia but may have lied. That's all I can remember, Martin, but if I think of any more, I will let you know. Oh, and Senator, just one more thing. (The Senator turns back) Love your suit!" Lecter's sarcastic insults in their exchange include critical comments about the Senator's role as a nurturing mother ("toughened your nipples"), and then inferences about the Senator's neglect of her daughter by aspiring to be a powerful political/business figure ("Love your suit"). [His statement, 'love your suit,' is also a double entendre, since Buffalo Bill is going to turn her daughter into a skinned suit.]

At the Shelby County Courthouse, a stronghold surrounded by police and reporters from the media, Dr. Chilton takes credit for learning Buffalo Bill's real name: "It was only through my own unique insight into Lecter's mind that this breakthrough was possible...My name is Dr. Frederick Chilton...C-H..." Clarice is admitted through a checkpoint in the courthouse, after surrendering her weapon. As she rides up an elevator with an armed guard to Lecter's presence, the guard asks: "Is it true what they're sayin'?...He's some kinda vampire?" Clarice replies: "I don't have a name for what he is."

In the middle of the Historical Society Room on the fifth floor, a massive temporary iron cage has been erected, cordoned off by black and white striped police barricades. Inside the cage, Dr. Lecter sits at a table reading, his back to her. Without turning, he greets her: "Good evening, Clarice." She returns his confiscated charcoal drawings to him as a gift: "Just until you get your view." When he asks why she came, Clarice responds: "I came because I wanted to."