There is a flash of red light and out of it, up through the floor, rises Méphistophélès, garbed as a cavalier, and in vivid red. Alternately suave, satirical, and demoniacal in bearing, he offers to Faust wealth and power. The philosopher, however, wants neither, unless with the gift also is granted youth. "Je veux la jeunesse" (What I long for is youth). That is easy for his tempter, if the aged philosopher, with pen dipped in his blood, will but sign away his soul. Faust hesitates. At a gesture from Méphistophélès the scene at the back opens and discloses Marguerite seated at her spinning-wheel, her long blond braid falling down her back. "Ô Merveille!" (A miracle!) exclaims Faust, at once signs the parchment, and drains to the vision of Marguerite a goblet proffered him by Méphistophélès. The scene fades away, the philosopher's garb drops off Faust. The grey beard and all other marks of old age vanish. He stands revealed a youthful gallant, eager for adventure, instead of the disappointed scholar weary of life. There is an impetuous duet for Faust and Méphistophélès: "À moi les plaisirs" ('Tis pleasure I covet). They dash out of the cell-like study in which Faust vainly has devoted himself to science.

Act II. Outside of one of the city gates. To the left is an inn, bearing as a sign a carved image of Bacchus astride a keg. It is kermis time. There are students, among them Wagner, burghers old and young, soldiers, maidens, and matrons.

The act opens with a chorus. "Faust" has been given so often that this chorus probably is accepted by most people as a commonplace. In point of fact it is an admirable piece of characterization. The groups of people are effectively differentiated in the score. The toothless chatter of the old men (in high falsetto) is an especially amusing detail. In the end the choral groups are deftly united.

Valentine and Siebel join the kermis throng. The former is examining a medallion which his sister, Marguerite, has given him as a charm against harm in battle. He sings a cavatina. It is this number which Gounod composed for Santley. As most if not all the performances of "Faust" in America, up to the time Grau introduced the custom of giving opera in the language of the original score, were in Italian, this cavatina is familiarly known as the "Dio possente" (To thee, O Father!). In French it is "À toi, Seigneur et Roi des Cieux" (To Thee, O God, and King of Heaven). Both in the Italian and French, Valentine prays to Heaven to protect his sister during his absence. In English, "Even bravest heart may swell," the number relates chiefly to Valentine's ambitions as a soldier.

Wagner mounts a table and starts the "Song of the Rat." After a few lines he is interrupted by the sudden appearance of Méphistophélès, who, after a brief parley, sings "Le veau d'or" (The golden calf), a cynical dissertation on man's worship of mammon. He reads the hands of those about him. To Siebel he prophesies that every flower he touches shall wither. Rejecting the wine proffered him by Wagner, he strikes with his sword the sign of the inn, the keg, astride of which sits Bacchus. Like a stream of wine fire flows from the keg into the goblet held under the spout by Méphistophélès, who raising the vessel, pledges the health of Marguerite.

This angers Valentine and leads to the "Scène des épées" (The scene of the swords). Valentine unsheathes his blade. Méphistophélès, with his sword describes a circle about himself. Valentine makes a pass at his foe. As the thrust carries his sword into the magic circle, the blade breaks. He stands in impotent rage, while Méphistophélès mocks him. At last, realizing who his opponent is, Valentine grasps his sword by its broken end, and extends the cruciform hilt toward the red cavalier. The other soldiers follow their leader's example. Méphistophélès, no longer mocking, cowers before the cross-shaped sword hilts held toward him, and slinks away. A sonorous chorus, "Puisque tu brises le fer" (Since you have broken the blade) for Valentine and his followers distinguishes this scene.

The crowd gathers for the kermis dance—"the waltz from Faust," familiar the world round, and undulating through the score to the end of the gay scene, which also concludes the act. While the crowd is dancing and singing, Méphistophélès enters with Faust. Marguerite approaches. She is on her way from church, prayerbook in hand. Siebel seeks to join her. But every time the youth steps toward her he confronts the grinning yet sinister visage of Méphistophélès, who dexterously manages to get in his way. Meanwhile Faust has joined her. There is a brief colloquy. He offers his arm and conduct through the crowd. She modestly declines. The episode, though short, is charmingly melodious. The phrases for Marguerite can be made to express coyness, yet also show that she is not wholly displeased with the attention paid her by the handsome stranger. She goes her way. The dance continues. "Valsons toujours" (Waltz alway!).

Act III. Marguerite's garden. At the back a wall with a wicket door. To the left a bower. On the right Marguerite's house, with a bow window facing the audience. Trees, shrubs, flower beds, etc.

Siebel enters by the wicket. Stopping at one of the flower beds and about to pluck a nosegay, he sings the graceful "Faites-lui mes aveux" (Bear my avowal to her). But when he culls a flower, it shrivels in his hand, as Méphistophélès had predicted. The boy is much perturbed. Seeing, however, a little font with holy water suspended by the wall of the house, he dips his fingers in it. Now the flowers no longer shrivel as he culls them. He arranges them in a bouquet, which he lays on the house step, where he hopes Marguerite will see it. He then leaves.