Austrian General Mack is defending Ulm from Napoleon's army. When the Prince of Liechtenstein arrives at Napoleon's headquarters to negotiate terms on Mack's behalf, Napoleon considers it to be a conspiracy on the part of the rulers of Europe and is intent on Mack's total surrender. The Russian army, led by Marshall Kutuzov, are called on by an Austrian emissary to provide support for Mack, but Mack surrenders before it is offered. Among the Russian troops are Nikolai Rostov and his squadron commander Denisov; both are desperate to see some action, but news arrives that they are to withdraw from the area. The French take Vienna and the Russian rearguard, under Prince Bagration, is charged with taking the full weight of their impending attack until the main force can get into position....

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....