Helen and the captive Trojan women find themselves in a courtyard faced with ornate, fantastic medieval buildings. Phorkyas-Mephistopheles has vanished. Preceded by pages and squires, Faust appears dressed as a medieval lord, with a man shackled at his side: a watchman who failed to see Helen coming. Faust would have the man executed, but instead requests that Helen decide the watchman’s fate. After learning that her beauty overwhelmed the watchman, causing him to fail at his duties, she asks that he be freed, and her request is granted. But she also doubts that her effect on the people around her is altogether positive.
In Faust’s castle, Greek culture—as represented by Helen and her companions—is now held prisoner. The devil delivers Helen to Faust to break through the magician’s dissatisfaction with life, hoping that he will become blissfully satisfied and so lose his soul. Helen chooses mercy for the watchman, an act that Faust does not learn from, for later as a ruler he will be very severe with his subjects. Helen is not the free woman Chiron described earlier, but now doubtful of herself after speaking with the devil, and spiritually shaken.
Faust announces that he also is overwhelmed by Helen’s beauty, so much so that he acknowledges Helen as his Lady, whose coming has won her both state and throne at once. She is showered with chests of riches, and offered all that Faust’s castle hides in its depths. Helen asks Faust to come to her side. She tells him that she has seen and heard so many marvelous things, and that she is amazed. She begins completing Faust’s sentences, and, deeply in love now, grants him her hand. The two are overwhelmed by joy.
Faust’s courtship of Helen is very much like his courtship of Gretchen. He showers both women with treasures, and in both cases is an impostor pretending to be someone he’s not. Helen is an opportunist—if she must be a prisoner, she will understand her new world and its language, and she will have power even here.
Phorkyas-Mephistopheles enters and announces that Menelaus with his legions is approaching Faust’s castle to attack. Faust hurls abuses at the devil and declares the danger to be just an empty threat. Martial music sounds from within, and Faust’s troops, urged by their commander, march out to drive Menelaus back to the sea. Faust’s Princes form a circle about their lord, who gives them special commands and instructions, rewarding them generously with land for their loyal service. He then takes his seat by Helen, promising her an earthly paradise and freedom.
After stealing Helen from the culture of Classical Greece, Faust is suddenly besieged, just as Troy was. His spiritual experience leads to political strife. The devil is attempting to interrupt the harmony of Faust and Helen’s marriage, but Faust easily succeeds in managing Menelaus’s threat. He grandly gives away lands that are not actually his to give away. The devil is excluded from Faust’s love for Helen, a love that will live or die on its own merits.