At the last stroke of midnight, four gray women appear in the courtyard of Faust’s palace: Want, Debt, Distress, and Care. The first three cannot get in, for the palace’s owner is wealthy, but Care succeeds in entering though the keyhole. Outside, her sisters see the clouds gather and the stars disappear. Far away their brother is coming—Death.
These four gray women personify the afflictions for which they’re named. Faust is afflicted only by Care, and so only this sister gains entrance to Faust’s palace. Death is approaching in the distance, coming to claim the old dissatisfied Faust at last.
Within the palace, Faust murmurs to himself that he saw four gray women come but only three depart, and he heard them speak the name of Death. He states that he is not free, and wishes he could rid his path of magic. Care enters. Faust urges himself not to use an incantation to drive her away. He tells her that there is no seeing into the Beyond, and that only fools imagine themselves to be godlike. Men, he says, should satisfy themselves with the earth, life’s pains and joys.
Faust wishes to free himself from his reliance on magic. He takes the first step in realizing this wish when he refuses to cast out Care with a spell. He has avoided Care his whole life, but her presence now leads him to introspection. He no longer desires to be a god, only to be wholly human, a part of the world that knows and honors its place in the whole.
Care responds that once she possesses a man all is darkness in his heart, and he ceases to rejoice in his treasures. Faust orders her to leave and asserts that he shall never acknowledge her power. Care breathes on Faust, blinding him, and then vanishes. Though darkness presses in about him, Faust senses in his inner being a radiant light. He resolves to fulfill his plans. He orders his workmen to rise and make his designs a reality.
Faust refuses to surrender to Care, who would lead him into mere frustration and worry. He is victorious over her, signaled by her vanishing, but now that he is unprotected by magic, Faust is vulnerable to the effects of old age like blindness. Nonetheless, his sense of purpose is strong, and he resolves to realize his Utopian dream.