Susanna is just about to bathe, when two old men appear from the bushes. She is looking up in alarm –the men behind her on the right are hardly visible in the dark. They try to force Susanna to have sex with them, threatening to spread slander about her.
Rembrandt portrayed Susanna in full light, which makes her appear even more vulnerable in her nakedness. He did not paint an idealised woman, but one of flesh and blood. You can still see the impression left on her calves by her stockings.