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....

As Napoleon's army advances towards Moscow, Pierre, Count Rostov and Petya attend a meeting at which Governor-General Rostopchin reads a proclamation from the Tsar. It states that the Russian army is ready to sacrifice all in defense of the country, but that he needs the financial support of rich merchants and the nobility. Pierre promises to equip a thousand men, while Petya is desperate to join up. The Tsar himself arrives and thanks those gathered for their support. Andrei sends a letter to Bald Hills warning that the advancing French army is close to the estate. The old Prince dismisses his son's advice, but Maria and Mademoiselle Bourienne begin to make plans to depart. Soon after, the Prince has a seizure while arguing with Maria and they all leave for Bogucharovo. Once there, Maria finds herself in danger when the peasants on the estate refuse to let her leave....

Julia Karagina, who is now married to Boris Drubetskoy, pays a visit to the Rostovs and they discuss the prospect of leaving Moscow. Petya has joined a Cossack regiment but in line with the wishes of the Countess, Pierre transfers him to his own regiment which is training near Moscow. Pierre is unable to decide whether he should leave for Petersburg or stay in Moscow. Andrei meets Marshal Kutuzov again and tells him that his father is dead. Kutuzov believes that the forthcoming battle at Borodino will be pointless, as all that will change is that each side will lose some twenty thousand men. He also believes that the loss of Moscow is not important. Pierre meets up with Andrei at an encampment, but the battle begins before he has left the area....

At Yaroslvl, Natasha is nursing Andrei. She has received a letter from Maria and tells Andrei that she and Nikolenka are well. In Moscow, Pierre is questioned by marshal Davout, who believes him to be an incendiary. He and a group of other Russian prisoners are taken outside to be shot. Several men are killed, but Pierre is spared and taken to a building being used as a prison. There he meets a man called Platon Karatayev, whose simple philosophy of life impresses him very much. Natasha fears for Andrei when he asks for a New Testament and the Countess fears that if Andre should die in her arms that it would be too much for her. Sonya finally gives in to the Countess and sends a letter to Nikolai releasing him from his pledge....

Marshal Berthier tries to persuade a reluctant Napoleon that they should leave Moscow and return to France, while Marshal Davout believes that they should sit out the winter there. Napoleon himself wishes to march on Kutuzov and his army in Kalouga but is forced to order a retreat. The Russian prisoners, who include Pierre and Karatayev, are forced to march with the retreating French army, pushing their carts along through the snow. Any prisoners who are unable to walk any further or are too sick to carry on are shot dead. Karatayev becomes unwell and Pierre feats that he will not survive. The retreat is observed by Denisov and Dolohov who intend to attack the French once they have learned how many there are and how they are defended. Petya arrives and begs Denisov that he be allowed to join the attacking party....