At the end of the 1737 opera season, the Opera of the Nobility, Handel's archrival opera company, had finally gone bankrupt. However, Handel was badly in debt as well. The public seemed fed up with Italian opera as they knew it, and craved something new. In July 1738, Handel once more turned to oratorio. He began to compose the monumental and heroic story of Saul. The libretto had been put together by Charles Jennens, a very wealthy literary dilettante with many pretensions, but some talent. He played to Handel's strengths, and gave the composer many dramatic opportunities in the libretto. The characterizations are keen, and the motivations clear. Handel had a difficult time finishing this oratorio, interrupting it to compose the opera Imeneo.

The story of David and Saul has always been a popular one, and on the English stage it is represented by a magnificent operatic scena by Henry Purcell. As an oratorio, it was also set by the Italian Carissimi, a master of oratorio writing, by the Italian opera seria maverick Porpora, as well as by Handel's German colleague Keiser. In addition, earlier in 1738, John Christopher Smith Jr. had composed a setting called David's Lamentations over Saul and Jonathan. Handel is sure to have known all of these works. The tragedy of Saul is stark, and concerns his derangement, his moral failings, and his heroism. The drama is given a spiritual and magical element with the Witch of Endor and the ghost of Samuel as intermediaries into the next world. The dramatic chorus, again used as a chorus might be used in a classic Greek tragedy, moves the drama along, creates the moods, and influences the action. It is a chorus of Saul's people, who are heavily involved in his fate, and in the results of his actions. Handel composed for bass voice, tenor, and countertenor, and refrained from introducing into the score a virtuosic castrato as was common in his day. The somberness of the story required natural male voices whose depth adds to the gravity and weight of the outcome. The orchestration of Saul is on a grand scale, and calls for carillon, solo organ, trombones, and drums. The oratorio opens and closes with rich extended pieces made up of several interlocking numbers. The tragedy of Saul is filled with high drama, and although the chorus again proves the flexibility of the oratorio form, the characterizations and solo music are filled with passion, and vigor. The tableau which closes the work was called the "Elegy on the death of Saul and Jonathan," and contains all new music. Some of Handel's most moving, it features a magnificent lament and a grandiose dirge.

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