The Fei Xin Force meets up with allies before a pitched battle across a key river. Troops descend on Xianyang as Xiang recalls Zheng's parting words.

The court ladies make a run for it when their safety is compromised. Shang Lu's ailing army is just barely keeping the enemy out of the royal capital.

Qin army high commander Lord Changping shows what he's made of on the battlefield with an all-or-nothing maneuver meant to immobilize Duke Rongdi.