Act III. The scene is a prison. _Margaret_ lies extended upon a heap

of straw, mentally wandering, and singing to herself. _Mefistofele_ and _Faust_ appear outside the grating. They converse hurriedly, and _Faust_ begs for the life of _Margaret_. _Mefistofele_ promises to do what he can, and bids him haste, for the infernal steeds are ready for flight. He opens the cell, and _Faust_ enters it. _Margaret_ thinks the jailors have come to release her, but at length recognizes her lover. She describes what followed his desertion of her, and begs him to lay her in death beside her loved ones;--her babe, whom she drowned, her mother whom she is accused of having poisoned. _Faust_ entreats her to fly with him, and she finally consents, saying that in some far distant isle they may yet be happy. But the voice of _Mefistofele_ in the background recalls her to the reality of the situation. She shrinks away from _Faust_, prays to Heaven for mercy, and dies. Voices of the celestial choir are singing softly "She's saved!" _Faust_ and _Mefistofele_ escape, as the executioner and his escort appear in the background.

The act opens with _Margaret's_ lament, "L'altra notte in fonda al mare" (To the sea, one night in sadness), in which she tells of the drowning of her babe. There is an exquisite duet, for _Margaret_ and _Faust_, "Lontano, sui flutti d'un ampio oceano" (Far away, o'er the waves of a far-spreading ocean).