This feeling soon turns, however, to hatred. For a moment, he deeply regrets his fall from grace. Satan makes his way into the Garden and is in awe at the beauty of Eden and of the handsome couple of Adam and Eve. Uriel is impressed that an angel would come all the way from heaven to witness God's creation, and points the Garden of Eden out to Satan. Meanwhile, Satan disguises himself as a handsome cherub in order to get by the angel Uriel who is guarding earth.

God then makes his Son the king of man, son of both man and God. God agrees and tells how his Son will be born to a virgin. His Son offers to die a mortal death to bring man back into the grace and light of God. God tells his Son that, indeed, Satan will corrupt God's favorite creation, man. God witnesses all of this and points out Satan's journey to his Son. Satan then travels through chaos, and finally arrives at earth, connected to heaven by a golden chain. Sin agrees to open the gates for her creator (and rapist), knowing that she will follow him and reign with him in whatever kingdom he conquers. Satan takes off to the gates of hell, guarded by his daughter, Sin, and their horrible son, Death. His fallen army unanimously agrees by banging on their swords. Satan volunteers to explore this new place himself and find out more about man so that he may corrupt him. Beelzebub suggests that they seek revenge against God by seducing man to their corrupted side. Man is not as powerful as the angels, but he is God's chosen favorite among his creations. Finally, Beelzebub suggests that they take the battle to a new battlefield, a place called earth where, it is rumoured, God has created a new being called man. The fallen angels give various suggestions. They create a great and terrible temple, perched on a volcano top, and Satan calls a council there to decide on their course of action.

Music plays and banners fly as the army of rebel angels comes to attention, tormented and defeated but faithful to their general.

Satan and his leutenant Beelzebub get up from the lake and yell to the others to rise and join them. Milton's epic poem opens on the fiery lake of hell, where Satan and his army of fallen angels find themselves chained.

Miltons paradise lost