Looking at the sun and at Paradise, upon which it shines, Satan thinks with bitterness of the glory he has lost by rebelling against God. He admits to himself that he had no reason to do so, since God always treated him generously and his service in heaven was not hard. He asks himself if it is still possible for him to repent but decides that he is too proud to do so and is also afraid of incurring the scorn of the other fallen angels. He has chosen his path and will follow it, though he knows it leads only to greater evil and greater misery.
Satan flies into the heart of the Garden of Eden and perches on top of the Tree of Life, taking the form of a cormorant. He looks down on the trees and flowers of the beautiful garden and sees Adam and Eve walking there. Marveling at their beauty and grace, he feels that he could have loved them in his unfallen state and grieves the suffering he is about to cause them. However, he decides that his revenge and the honor of hell must take precedence over such merciful feelings.
Adam speaks to Eve about the importance of doing God’s work in looking after his creation and obeying his command not to eat the fruit from the Tree of Knowledge. Eve replies, speaking of her admiration for Adam and her submission to his wisdom. She is the more beautiful of the two, but he is the wiser. Satan, listening to them, decides to use God’s prohibition on eating the fruit from the Tree of Knowledge as his means of corrupting Adam and Eve. Adam and Eve go to bed and make love, an act which Milton defends, saying that sex is not inherently sinful but has become so since the Fall, because human nature has been corrupted by lust.
During the night, Satan assumes the form of a toad and whispers into Eve’s ear, hoping to poison her dreams with sin. Two of the angels guarding Paradise catch him and take him to the Archangel Gabriel. The two are about to fight when God places a sign of golden scales in the sky. The scales weigh the results of Satan’s running away against those of his standing and fighting, showing that he is too weak for the latter. Satan accepts the truth of this and flees.