A young woman sits at the lower left, her body twisting away from two older men who lean over a stone wall behind her. Her bare skin catches the strongest light in the composition, while a white cloth drapes loosely around her hips and legs, its folds painted with sharp, clear lines. Her left arm pushes upward in a defensive gesture, while her right arm braces against the wall, fingers splayed in tension.

Her face turns away from the men, eyes wide and mouth slightly open, suggesting distress or fear. The man closest to her, dressed in a brown robe, holds one finger to his lips in a gesture of secrecy, his other hand reaching toward her shoulder. His bearded face is shadowed, and his gaze is fixed on the woman, emphasizing the threat he poses.

Beside him, another older man in a blue garment leans forward, his head tilted and eyes intent on the scene, his hands gripping the wall. The background opens to a blue sky with drifting clouds and a few bare branches, painted with broad, smooth strokes that contrast with the detailed figures. The composition is tightly framed, with all three figures pressed close to the picture plane, heightening the sense of drama and immediacy.

Gentle gradations of color model the flesh and fabrics, while sharp highlights on the cloth and skin add to the realism and emotional intensity. The story depicted is that of Susanna and the Elders, a subject from religious art in which Susanna is confronted by two men while she bathes. Artemisia Gentileschi painted this work around 1650. The work is now associated with the Bassano Civic Museum.