In October 1805, Commander Kutuzov is stationed in Austria with the Russian army. The 2,000 troops have marched hundreds of miles, but after the defeat of the Austrian army, Kutuzov is forced to lead his exhausted, haggard soldiers into action again. Andrei Bolkonsky accompanies Kutuzov as part of the commander’s retinue. He has “changed greatly” (131) during his short time in the army, becoming more self-satisfied and purposeful.

Nikolai Rostov is stationed two miles away from Prince Andrei and Kutuzov. He looks up to and is close friends with his cavalry squadron commander, Denisov. Nikolai is torn between his loyalties to his squad and his aristocratic sense of personal honor when he inappropriately accuses a higher-ranking officer named Telyanin of stealing money from Denisov. Rostov struggles to overcome his pride for the sake of the squadron, which begs him to apologize to Telyanin. Their discussion ends when they are set to go into battle.

Kutuzov falls back with his armies toward Vienna. They burn the bridges behind them. However, when they encounter the French army, they hastily retreat. Denisov finds himself trapped with his small squadron on the French side of a river. He rallies the troops, helping Nikolai feel relaxed about the advancing enemy.