Scene II takes place in a forest with a group of spirits and fauns. Although the scene transitions to the next quickly, the spirits describe Asia's and Panthea's journey and how "There those enchanted eddies play/ Of echoes, music-tongued, which draw,/ By Demogorgon's mighty law,/ With melting rapture, or sweet awe,/ All spirits on that secret way". Scene III takes place in mountains, to which Panthea declares, "Hither the sound has borne us – to the realm/ Of Demogorgon". After Asia and Panthea are overwhelmed by their surroundings and witness the acts of nature around the mountains, a Song of Spirits begins, calling them "To the deep, to the deep,/ Down, down!" Asia and Panthea descend, and Scene IV begins in the cave of the Demogorgon. Panthea describes Demogorgon upon his ebon throne: "I see a mighty darkness/ Filling the seat of power, and rays of gloom/ Dart round, as light from the meridian sun,/ Ungazed upon and shapeless; neither limb,/ Nor form, nor outline; yet we feel it is/ A living Spirit."