* Faust finds himself in a beautiful meadow in a pleasing region.
* Ariel arrives and sings a song for the earth to grieve with Faust despite his past deeds.
* Ariel heals Faust's soul and wakes him up, and Faust awakens with new purpose and aspirations.
* At court and emperor calls for his fool, but the fool has died and Mephistopheles presents himself as the new fool to the king.
* The kingdom of the emperor is in financial problems as the emperor is out of money and everyone is grumbling.
* Mephistopheles tells the emperor a vast treasure is buried in the kingdom and distracts the emperor from solving his financial problems.
* The emperor asks Mephistopheles to set up some Mardi Gras or Carnival celebrations.
* The carnival celebration begins in full swing with all of the members of court in masks.
* Garden girls and gardeners sell their wares and...
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