'Now while Paul waited for them at Athens, his spirit was stirred in him, when he saw the city wholly given to idolatry. Therefore disputed he in the synagogue with the Jews, and with the devout persons, and in the market daily with them that met with him. Then certain philosophers of the Epicureans, and of the Stoicks, encountered him.; And some said, What will this babbler say? other some, He seemeth to be a setter forth of strange gods: because he preached unto them Jesus, and the resurrection. And they took him, and brought him unto the Areopagus, saying, May we know what this new doctrine, whereof thou speakest, is? For thou bringest certain strange things to our ears: we would know therefore what these things mean. (For all the Athenians and strangers which were there spent their time in nothing else, but either to tell, or to hear some new thing.) Then Paul stood in the midst of Mars' hill, and said, Ye men of Athen, I perceive that in all things ye are too superstitious. For as I passed by, and beheld your devotions, I found an altar with this inscription, TO THE UNKNOWN GOD. Whom therefore ye ignorantly worship, him declare I unto you. God that made the world and all things therein, seeing that he is Lord of heaven and earth, dwelleth not in temples made with hands; neither is worshipped with men's hands, as though he needed any thing, seeing he giveth to all life, and breath, and all things; and hath made of one blood all nations of men for to dwell on all the face of the earth, and hath determined the times before appointed, and the bounds of their habitation; that they should seek the Lord, if haply they might feel after him, and find him, though he be not far from every one of us: For in him we live, and move, and have our being; as certain also of your own poets have said, For we area also his offspring. Forasmuch then as we are the offspring of God, we ought not to think that the Godhead is like unto gold, or silver, or stone, graven by art and man's device. And the times of this ignorance God winked at; but now commandeth all men every where to repent: Because he hath appointed a day, in which he will judge the world in righteousness by that man whom he hath ordained; whereof he hath given assurance unto all men, in that he hath raised him from the dead. And when they heard of the resurrection of the dead, some mocked: and others said, We will hear thee again of this matter. So Paul departed from among them. Howbeit certain men clave unto him, and believed: among the which was Dionysius the Areopagite, and a woman named Damaris, and others with them.'
Paul is depicted preaching to a group of councillors at the Areopagus (the seat of the judicial council) at Athens. Behind Paul are two figures paying him rapt attention: the bearded man is modelled on Janus Lascaris, the director of the new Greek academy in Rome, and the plump, clean-shaven man may have been modelled on Pope Leo X. As Leo was interested in the reform of preaching, and considered Paul the 'Prince of Preachers,' Raphael's depiction of him listening closely to Paul would have showed that he was following in Paul's footsteps. Leo had also recently set up a Greek academy in Rome, so the inclusion of the portrait of its director was not only appropriate to the scene's Athenian setting (Lascaris was Greek), but may have been a veiled compliment on Leo's promotion of classical scholarship.
The couple in the lower right-hand corner, who have been converted to Christianity by Paul's eloquence, do not appear to fit into the composition as a whole, in either position or scale. They were probably painted in by Raphael's follower Giulio Romano.