Napoleon sends General Savary to the Tsar to tell him how much his support of Austria wounds him, but also to learn Marshal Kutuzov's next move. Nikolai is reunited with Boris at his lodging, where they discuss the types of military career they seek. Prince Andre Bolkonsky arrives while Nikolai is relating his experiences at Schongraben. Nikolai is offensive to him about the worth of staff officers as they see no fighting. Savary reports back to Napoleon about the atmosphere of excitement at the Russian camp over what they see as their duty to half French ambitions. Kutuzov's army is camped on the Pratzen Heights and Napoleon hopes they can be drawn down to avoid attacking them there....

Twenty thousand men have died at Austerlitz and Marshal Kutuzov has written to Prince Bolkonsky to inform him that Andrei is among them. Maria is afraid to pass on this news to Andrei's wife, Lisa, as her pregnancy is at an advanced stage. There is a happier mood at the Rostovs when Nikolai arrives home bringing Denisov with him. While Natasha is no longer infatuated with Boris, Sonya is still in love with Nikolai, but wants him to be free if that is his wish. Pierre, now married to Helene, is just about the only man in Moscow who is unaware that his wife has taken a man called Dolohov as her lover. Dolohov is introduced to the Rostov family; he feels that it is high time he was married and immediately shows an interest in Sonya....

Andrei is weary of life, but meeting Natasha at the Rostov family home prompts him to reappraise his feelings. Lieutenant Berg, who is set to marry Vera Rostov, discusses the question of her dowry with the Count. Maneuvered into offering a hundred thousand rubles, the Count becomes worried about the family's financial security. When he tells the Countess that he has decided to take up a government post at Petersburg, she suggests that they should all go there for a last fling before they begin to cut down on their spending. Once at Petersburg, the Rostovs attend a grand ball at which the Tsar is the guest of honor. Pierre and Helene are there, as is Andrei Bolkonsky who, at Pierre's suggestion, asks Natasha to dance with him....