Goethe had finished the second part of Faust only 13 years before Schumann began his setting of it, and most readers were daunted by its mysticism and abstruse symbolism. The first part, the story of Gretchen, was easy enough to comprehend and even portray in music, but the second was far less easily grasped, let alone depicted. Additionally, the author himself had declared that Mozart should have written the music for Faust, so any composer would not only be judged by his treatment of one of the seminal and most-widely acclaimed works in German literature, but would aslo be setting himself up to be compared to Mozart.

Schumann wrote different segments intermittently, as inspiration or opportunity struck. In fact, he worked from back to front. In 1844, he began work on the ending of Goethe's Part Two, with "Fausts Verklärung" (Faust's Transfiguration). In 1845, he wrote to Mendelssohn that he was hesitant to have the results published or performed, though by 1848 he had gotten up the courage to have it produced as an oratorio for a small audience, and by 1849, the year of Goethe's centenary, it was performed in Dresden, Leipzig, and Weimar. After these performances, Schumann tackled it again, adding the second and first sections, and finally, in 1853, writing the overture. It was not performed in its entirety until 1862, almost six years after Schumann's death, but then was a great success and influence.

The first of the three sections depicts the story of Gretchen 's seduction, ending with the church scene. The second shows Faust's philosophical struggles to find meaning in the face of the "vier graue Weiber"—the four gray women: Need, Guilt, Worry, and Sorrow—and ends with Faust's death. The last is Faust's transfiguration. Schumann sets these stories, growing from the relatively mundane to the philosophical to the mystical with music reflecting these focuses.

The lengthy overture is tense and tempestuous throughout, with only fleeting lyrical passages. Aside from creating a dramatic, electrifying introduction, it also suggests the conflict between good and evil as well as Faust's turbulent search for enlightenment and peace. After this, the work opens in media res, with Faust's courtship of Gretchen. Her story is depicted in highly operatic music, beginning with the love duet, moving to Gretchen's passionate and desperate aria, and ending with the church scene. The stage directions even include props, such as Gretchen's flower. The second part begins with a strong contrast, the lively, fresh music of Ariel and the spirits, calling to Faust to enjoy the beauties of nature, but the next scene, with the four gray women, and the last, with the lemurs digging graves, Faust's delusions of hearing a new world being created, and his ecstatic calls for this moment to stay, are prototypical Romantic music, with the combination of intense orchestration and hints of the supernatural in the music of the women and the lemurs. The last scenes contain some of Schumann's most effective choral writing, especially the majestic opening passages of the chorus mysticus.

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