At one of her soirees, Anna Scherer suggests Princess Maria Bolkonskya to Vasili Kuragin as a suitable match for his wayward son Anatole. Also bending Vasili's ear is Princes Drubetskoya, who is intent on securing a place in the Imperial Guard for her son Boris. The newly legitimized Pierre Bezuhov makes a poor impression at the reception, but is pleased to catch up with his old friend, Prince Andrei Bolkonsky, who is Maria's brother. Later that evening, Pierre learns that Andrei is unhappy in his marriage. Andrei's wife, Lisa, believes that his feelings for her have changed since they married. She also harbors fears about her unborn child and Andrei's determination to go to war. Andrei plans to leave for Austria after he has installed Lisa at Bald Hills - the country estate where both his father and sister live...

The Russian army has fallen back to Austerlitz. A letter containing the news that Nikolai has both been wounded and made an officer reaches the Rostov household. Matchmaking again, Vasili Kuragin is considering Pierre Bezuhov as a suitable prospect for his beautiful, but brainless, daughter Helene. He is also still pursuing a possible match between Princess Maria Bolkonskya and his son Anatole, and to that end makes a trip to Bald Hills with him. Maria is keen to marry and becomes anxious about her appearance as her companion Mademoiselle Bourienne helps her to get ready. Meanwhile, Pierre senses that he will find himself married to Helene whether he likes it or not....

Leaving the Countess behind in Petersburg, the Count, Natasha and Sonya return to Moscow. Natasha's godmother, Maria Dmitrievna, is also staying with them. She informs Natasha that Andrei's father and sister are in Moscow and that she should call on them. The visit does not go well, primarily because the old Prince refuses to see anyone, causing both Princess Maria and Natasha to feel ill at ease. Natasha longs for Andrei to come back and weeps for him once she is home again. While enjoying various entertainments with her father and Sonya, Natasha meets Anatole Kuragin for the first time. As soon as the opportunity arises, he tells her that he has fallen in love with her. Reticent at first, Natasha soon succumbs to his charms....

Napoleon's former chief of police, Fouche, brings the Emperor a memorandum in which he has set down the reason why he thinks the French army should not invade Russia. Napoleon decides to ignore Fouche's advice. Meanwhile, Andrei visits Bald Hills to say farewell before he rejoins the army. He tells Maria that he cannot forgive Natasha. Maria realizes that Andre's recent visit to Turkey may have been due to the fact that Anatole was posted there and she begs him not to fight a duel. She also tells him about her concerns over Prince Bolkonsky's sudden interest in Mademoiselle Bourienne, who has been flirting with him in return. Andrei decides to broach the subject with the old Prince at dinner....