Faust, Part II, is the continuation of the Faust story after the death of Gretchen in Part I. Goethe wrote Part II several decades after he finished Part I and there is a marked difference in themes. Part II shows Faust and Mephistopheles traveling through time and space, interacting with mythological figures and ultimately, Faust overcoming the snares of the devil.

In Act I, we find Faust sleeping on the side of a mountain awakened by the messenger Ariel. Eventually he joins Mephistopheles who has taken over the role of the fool in the court of the Holy Roman Emperor. The emperor's realm is in turmoil because the emperor does not have the money he needs to pay his bills. Mephistopheles tells the emperor that he can have as much money as he want if only he starts issuing paper money based on treasure supposedly buried underground. The emperor does this and restores his empire to solvency, for the time being. Bored again, he asks Faust to find and bring Helen of Troy and Paris to him.

Faust, with the help of Mephistopheles, travels to the mysterious realm of the "mothers" and brings back Helen and Paris. Faust, smitten by Helen's beauty, attempts to hold her and is jolted into unconsciousness. Act II begins back in Faust's old study. Faust is still unconscious and Mephistopheles helps his old colleague, Wagner, create a homunculus. The homunculus can read Faust's thoughts and he tells Mephistopheles that they must travel to ancient Greece to find Helen. They travel to ancient Greece where Faust finds a prophetess who claims she can lead him to Helen and the homunculus, seeking a corporeal form, merges with the Aegean Sea.

In Act III, Mephistopheles has found Helen and he has convinced her that he is in Sparta and that her husband, Menelaus is intent on killing her. He tells her that he can take her to Faust's castle where he will protect her. They arrive a Faust's castle and proceed to fall in love. Eventually, with her angry husband and his army at the gates, Mephistopheles, Faust and Helen transport to Arcadia. There, Faust and Helen have a son Euphorion who desires to fly into the sky. He does so, but flies too high and crashes to the ground. Once he dies, his mother Helen joins him in the spirit realm. Act IV begins with Faust and Mephisto on a mountain top.

Mephistopheles offers Faust power and fame, which he rejects, claiming instead to want to build a technological utopia out of land currently under the sea. They then see their old friend the emperor readying for battle against a rival emperor who is trying to take his throne. Mephistopheles' paper money scheme has led to inflation and eventually civil war. Faust and Mephistopheles agree to help the emperor win his war so long as he gives Faust the land underwater that he desires. They win the battle and Faust gets his land. In Act V, Faust has built a commercial empire on the land and is now 100 years old. He eventually dies and instead of the devil getting his soul, a host of angels descend to draw him up to heaven.