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....