"She's trying to get out of the frame," declares Roberta. For some strange reason, Roberta insists that the portrait hanging over the mantel is alive. Roberta also claims that the lady in the portrait is her teacher, Miss Gray, but Judy dismisses Roberta's claim as a make-believe story. Roberta also relates the story of how a man came to the door wanting to buy the portrait. He was quite insistent, but Roberta refused to let him inside the house. Roberta believes the man would have paid a great deal of money for the portrait. Why is the portrait so important to the man? Why does Roberta believe the portrait is alive? These questions mystify Judy. The case becomes even more puzzling when Judy and Roberta hear an intruder in the house, and when they investigate they discover that the girl's face has changed expression! The explanation for this unbelievable event makes for a thrilling solution to the mystery of the living portrait.