A young woman crouches at the edge of a pool, her body twisting away from two older men who loom behind her, their faces intent and their gestures urgent. Susanna's expression is tense and wary, her arms drawn protectively across her chest as she turns her head to look outward, her pale skin illuminated by a shaft of light that sharply contrasts with the darkness enveloping the men. Behind the figures, a lush garden recedes into shadow, and in the distance, the pale stone of a palace rises above the trees, its rounded forms echoing the biblical setting of Babylon.

Rembrandt arranges the composition so that Susanna’s vulnerable form is isolated in the light, framed by the dark, enclosing forms of the elders and the rocky garden wall. The paint surface shows Rembrandt’s characteristic handling, with areas of smooth modeling in the flesh and energetic, almost sculptural brushwork in the drapery and foliage. A vibrant red robe is draped over a stone bench to the right, its folds catching the light and contrasting with the dark background.

A pair of red slippers lies on the ground at the lower right corner, their placement suggesting recent removal. The elder in the foreground wears a richly decorated turban and a dark, embroidered robe, with gold highlights reflecting the light. The second elder, standing slightly behind, has a white beard and holds onto the stone bench while leaning forward.

The background is densely filled with green foliage and trees, rendered with loose, textured brushstrokes. A stone wall curves along the middle ground, partially enclosing the figures and adding to the sense of seclusion. The far left edge of the painting is dominated by deep shadow, obscuring architectural details and creating a dramatic contrast with the illuminated figures.

The water at Susanna’s feet is painted with subtle reflections and ripples, suggesting movement as she steps out. The upper left corner features the rounded dome and arched windows of the palace, painted in muted grays and greens. The light falls most strongly on Susanna’s face, arms, and leg, while the elders and background are enveloped in a warm, golden-brown gloom.