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Napoleon enters Russia and makes inroads into it. Driven by the ambition to capture one of the most powerful empires of the world, Bonaparte lays seize on the ports of Vitebsk and Smolensk. The Russian army fails to repel the ferocious attack of the French and surrender to the enemy. Aleksandr is furious to hear about the Russian defeat and replaces the German commander Barclay with the Russian Kutuzov as the commander-in-chief. Thus, the Russian army under Kutuzov gears up to action and attacks the enemy powerfully at Borodino.
Prince Nikolai Bolkonsky remembers his son fondly and feels sorry about their last meeting. He withdraws into his shell. He shuns the company of Madam Bourienne and takes the help of Tukhon. He turns restless and sleeps in a different corner every night. The French invasion of Russia disturbs him further. He decides to visit the governor to get the latest information but he fails to make the trip due to his illness. Instead, he sends his messenger, Alpatych to the governor to deliver his letter. Alpatych does his job and on his way back, halts at an inn at Smolensk. Here, he meets Andrei who talks about the danger of staying at Bald Hills and asks his family to move to Moscow.
The old Prince refuses to leave Bald Hills but when his health deteriorates, he agrees to move to Bagucharovo. He spends restless nights and causes anxiety to Marya. A few days later, he calls her and apologizes to her for his behavior in the past. Marya feels sorry for him and guilty of wishing for his death. The next day, the Prince breathes his last. Marya is dejected but the threat of invasion compels her to plan a trip to Moscow. A new problem arises. The peasants suspect her intention of leaving Bagucharovo and force to stay back. Marya feels helpless. At this juncture, Rostov arrives with his comrades to Bagucharovo. When he becomes aware of the plight of the Princess, he takes the matter into his hands. He talks to the peasants and makes them see reason. Then he arranges for the carriages to transport the Princess and her staff and accompanies her till the danger zone. At parting, both Nikolai and Marya experience the pang of love.
Andrei comes to hear about the demise of his father but carries on with his duty. Kutuzov calls him and offers his condolences to him. He also expresses a desire to have Andrei work under him. Andrei declines the prestigious offer and prefers to fight on the battlefield. Thus, he charges into action and puts up a brave fight against the enemy at Borodino. In the process, he gets fatally wounded and is admitted to the hospital. At the hospital, he observes Anatol in anguish, after his leg is amputated. Surprisingly, Andrei experiences no animosity towards his antagonist. Instead, he feels sorry for Anatol.
Napoleon rests in comfort after the victory at Smolensk. He is not aware of his soldiers getting defeated at the hands of the rebellious Russians at Borodino. The spirit of revenge overtakes the Russians and they attack their enemy mercilessly. The French have a tough time defending themselves against their spirited enemy. In no time, the Russians defeat them and chase them out of Borodino. Napoleon is shocked to hear about their debacle but feels helpless to save his troops. Thus, he orders his army to retreat from the field.