Faust impatiently awaits Margaret in her dwelling. Margaret enters musing upon a strange dream of an unknown lover. She braids her hair, singing dreamily of the faithful King of Thule. Faust appears before Margaret, who is startled, but in an ardent love scene they declare their mutual passion, and Margaret at last is persuaded to give herself to her lover. Margaret, heavy-hearted, sits alone, thinking of her lover who comes not.
Soldiers march by singing of the glories of war.
Faust sings a paper which he believes will free Margaret, but which really gives over his soul to perdition. Faust and the fiend then set forth on a wild ride through the darkness. As they gallop along they hear women and children praying. Strange shapes close around them presaging death. The horses tremble and snort with fear.