The scene changes. It is midnight. Faust, sleepless and restless, is pacing the hall in his castle. Outside, on the castle terrace, appear four phantom shapes clothed as women in dusky robes. They are Want, Guilt, Care, and Need. The four grey sisters make halt before the castle. In hollow, awe-inspiring tones they recite in turn their dirge-like strains: they chant of gathering clouds and darkness, and of their brother—Death. They approach the door of the castle hall. It is shut. Within lives a rich man, and none of them may enter, not even Guilt—none save only Care. She slips through the keyhole. Faust feels her unseen presence.
'Is any one here?' he asks.
'The question demandeth Yes!'
'And thou ... who art thou?'
''Tis enough that I am here.'
'Avaunt!'
'I am where I should be.'
Faust defies the phantom. She, standing there invisible, recites in tones like the knell of a passing-bell the fate of a man haunted by Care: how he gradually loses sight of his high ideals and wanders blindly amid the maze of worldly illusions—how he loses faith and joy—how he starves amidst plenty—has no certain aim in life—burdening himself and others, breathing air that chokes him, living a phantom life—a dead thing, a death-in-life—supporting himself on a hope that is no hope, but despair—never content, never resigned, never knowing what he should do, or what he himself wishes.
'Accursed spectres!' exclaims Faust. 'Thus ye ever treat the human race. From demons, I know, it is scarce possible to free oneself. But thy power, O Care—so great and so insidious though it be, I will not recognize it!'
'So feel it now!' answers the phantom. 'Throughout their whole existence men are mostly blind—So let it be at last with thee!'