The scene has changed to the kingdom of Sparta, shortly after the Trojan War. Helen enters with a chorus of captive Trojan women while Menelaus and the Greek troops remain on the beach to celebrate their victory and safe return home after the capture of Troy. The women express their fears about the future.
Mephistopheles enters, disguised as Phorkyas, an ugly hag. She reviles Helen and sadistically says that Menelaus plans to kill her and the others. The women become terrified, but Mephisto Phorkyas assures them that there is a way to save themselves. Nearby, she continues, is the castle of a powerful northern lord whose armies have conquered much of the surrounding country while the Greeks were away at Troy. This barbarian chieftain (Faust) will surely protect them.
The women are unable to decide what to do, but the sound of approaching soldiers hastens their decision. They ask Phorkyas to take them to Faust.
In many ways Act III resembles a Greek tragedy; Greek metrical forms and a chorus are used, and the development of the plot follows the Classical formula. The story seems intended to reconcile the Classical and Romantic ideals in a new synthesis — the Modern. This concept is at variance with Goethe's own view as expressed in other parts of the poem which were written at different periods in his life. The initial antagonism between Helen and Mephisto symbolizes the innate hostility between beauty and ugliness, or between idealism and evil.