At the beginning of the second part, Faust should be healed from his experience of suffering. The elemental beings led by Ariel, the good-acting and helpful spirit, should grant him the healing sleep of oblivion. The choir of elves, leads through four pauses (evening, night, dawn, and day; see the glossary S.XX).
The Kaiser is in financial trouble, the kingdom threatens to break apart. Mephisto took the open position in the state council as jester, to speak with the kaiser about how to free him of his money worries.
Hall, Frilly and Embellished for a Masquerade
At the Kaiser's court, there is a carnival festival. Goethe describes it as a Florentine carnival. At the height of the event, Faust appears as Pluto, the God of Money. He distributes through young boys, bars of gold, amongst the people, which transforms into of all things, soap bubbles and sparks. Chaos ensues.
Garden of Pleasure
The Kaiser has the newly discovered paper-money, presented to him by Mephisto. Faust points out to the Kaiser, that the money needs to have an actual equivalent value set aside. This understanding is overlooked as Mephisto distracts him, and the Kaiser begins to squander the money.
The Kaiser demands that for his entertainment, Faust bring the archetypes of beauty, Helena and Paris. Faust asks Mephisto for help, and he is told that he must descend to the realm of mothers. Faust sets out.
Brightly Lit Hall
Mephisto is approached by village people, asking him to grant them favors to their personal situations.
The Knight's Hall
Faust leaves Helena and Paris to appear before the village people. The villagers view these apparitions critically. Faust becomes aware of the rape of Helena. He greaves in jealousy and reaches out to her, and the drama comes to an end. Chaos ensues again, and Mephisto rescues Faust from the turmoil.
High-vaulted, Narrow Gothic Room
Mephisto enters Faust's old study. Faust's former students come in and continue on as was done in the student scene in Faust 1. Wagner is to work on a secret project. Mephisto requests that Famulus works with him on this.
Mephisto runs into Wagner in the laboratory, next to Faust's old study, where he is working on making a human, called Homunculus. Mephisto can kindle the bodiless spirit to life. Homunculus can, as a light spirit, guess Faust's secret thoughts: Helena. Homunculus proposes that they go to the classical Walpurga's Night in Greece, so that Faust can find Helena.
Classic Walpurga's Night
Erichtho, the Thessalian witch, appears on the Pharsalian field, as a prelude to the classical Walpurga's night. As Faust, Mephisto and Homunculus fly in, she flees. Faust awakes and is overjoyed by the plentitude of mythological figures who he meets. In search of Helena, Faust inquires around from the Sphinx to the Cenataur, Chiron. He brings Faust to Manto, who descends with him into the shadows, to meet Helena. Mephisto transforms himself into the despicable Phorkyas. Homunculus searches out Anaxagoras and Thales to end his human existence, and he begins this finally by following Proteus' suggestion to merge as fiery substance, with the sea. The act ends with a hymn about the four elements.
In front of Menela's Palace in Sparta
After Menela's return from the Trojan war, he asks Helena to arrange a sacrificial ceremony. She gets the premonition that she will be the one sacrificed. Helena goes to Palast to search for Phorkyas, the transformed Mephisto, who confirms that she will be the victim, for Menelas fears losing her. He offers to take her to a middle-age castle, to save her from the sacrifice.
Inside the Castle
Faust and Helena meet one another on Greek soil, in the time of the crusades. This meeting symbolizes the connection between the classical antiquity and the middle ages. Faust is ready to celebrate meeting Helena in the castle, but is stopped by Phorkyas. He tells him of Menelas plan.
In order to protect Helena, Faust brings her to a shady grove, the timeless arcadian lands. Phorkyas informs the choir of the birth of Euphoria, from the union of Faust and Helena. Helena realizes that the happiness and beauty will not remain forever joined, and so she bids Faust goodbye and departs.
Shortly after, Euphoria tries to fly, and dies doing so. It is not possible for the antiquity and middle ages, beauty and unconditional striving to unite. Phorkyas as Mephisto, gives a commentary on what has happened.
Mephisto brings Faust to the high mountians and begins a lecture on the formation of the earth's surface and the high mountains, which have been formed and shaped by demonic gasses. Faust proclaims that after achieving power and love, his new aim is: control over nature with land extraction, using dams and canals. Mephisto presents the three tremendous ones, who will win victory for the Kaiser and put Faust's plan into action.
In the Foothills
The emperor's antagonist calls war, attempting to take his land. Faust and Mephisto get involved in the warfare and along with the powerful 3, are able to make a win for the emperor.
The Antagonist's Tent
The emperor thanks Faust after the pluder, and gives him a piece of land along the coast. The archbishop, who likes to indulge in the devilish act of war, proclaims this victory as a tribute for the church.
A man was wandering along. He saw Philemon and Baucis' hut, the two who had saved him when he was in trouble at sea. The hut lay directly by the sea, and the new land owner, Faust, had began land extraction, and using new technical devices at night, it seemed like magic to the elderly. Faust also wants to go to the hut to pressure the two who live there.
A Palace. Further on, an Ornamental Garden, a Large Canal
Lynkeus, the watchman, described Faust's new land as idyllic, but he cannot enjoy it as long as the two elderly men live there. Mephisto and the three powerful ones, arrive at the canal with a fully loaded, magnificent ship. However they are not peaceful traders but thieves. The three powerful men had counted on a pompous reception and are upset and hide their riches. Faust asks Mephisto to get the two elderly men to settle elsewhere. Faust wants to sit on their piece of home, under the Linden tree, and from there, enjoy looking out over his land.
Deep in the Night
Lynkeus sits in his tower and sings his song, as he sees, how Philemon and Baucis' hut burns. Faust hears the sounds from the tower and goes out on the balcony. He also discovers the burning hut. His only regret is to find that the Linden tree, that served him as a look out spot, was also burning. Full of pride, Faust looks at the house, where he had intended to replace the two elderly men, only to discover from Mephisto that he and the three powerful ones had intruded the house. When the elderly men wouldn't leave their home, they were taken out by force. They both died from shock. The wanderer, who lingered there, defended himself and is also murdered. In all of this turmoil, the house caught on fire. Faust places the blame of the three deaths on Mephisto and his helpers.
Four grey women walk by. The allegorical forms of vice, guilt and distress, make no impression on Faust, for his pack with Mephisto guarantees him well-being and health. Only worry reaches and dazzles him, turning his look inward.
Large Palace Courtyard
Faust in the meantime, is 100 years old. Mephisto knows that Faust's end is near, and gives the lemurs the task of digging his grave. Faust, who is blind, believes they are building a dyke, to make land for the homeless. Faust uses his abilities to plan his project, his vision to make a community. With this act, he secures a place in his memory of the afterlife. He speaks the oath which he made with Mephisto, and did not forget, to change the verb tense. Nonetheless, he dies.
Mephisto wants to make sure Faust's soul is his, and waits at his grave. The angels distract him, so that they can take Faust's soul.
A Mountain Gorge
The angels bring Faust's soul to the mountain gorge, where Faust, for his persistent striving, and due to Gretchen's good word, is redeemed by Mother Gloria.