Andrei and Pierre are interrupted by Princess Lise (Elisabeta Karlovna Bolkonskaya), who has changed from her formal wear into night attire. While the day is ending for Lise, the night remains young for Pierre.
The Princess is happy to see Pierre. She views him as a like-mind and is comfortable speaking freely around him. Pierre even brings up what has been crushing Lise's spirit, namely that Andrei is headed off to fight Napoleon. Her concern is Andrei's safety as well as being left behind late in her pregnancy. She will be left to his family's country estate, staying with Andrei's father and sister. She remarks that men can’t get on in this world without war. For their ego, they feel compelled to chase some type of power and glory. Women on the other hand, want nothing of it.
Lise notes that Andrei has a lot going for him in St. Petersburg, a good position, an opportunity to work with Emperor Alexander, and most of all -- he is going to be a father. She gets more passionate, a side she would never reveal to the society crowd. When she cries, Pierre makes a half-hearted attempt to console her but does not want to step between husband and wife.
Lise demands her husband to explain why he has become so uncaring towards her. Prince Andrei begs her to stop the barrage. With a "Mon Dieu, Mon Dieu," she kisses him and exits for bed, leaving Pierre and Andrei somewhat uncomfortable.
Once together in the luxurious dining room, Andrei drops his guard. Andrei reveals feeling that he can speak honestly with Pierre as Pierre is the only “live soul” Andrei knows. Andrei gives this advise: Never marry until you’ve accomplished all you hope to accomplish and never marry until you no longer love the woman of your choice (a reference to how aristocratic marriages are often arranged). Pierre stays silent. Andrei relays the Princess is of excellent character but there is nothing he wouldn’t give to be free of her.
Andrei then references his adulation for Bonaparte, who was unencumbered by a wife in pursing monumental accomplishments. Andrei shares the desire to change the world. With the will power his hero demonstrates, he wants to push the progress of humanity. He dismisses the triviality of Society life.
Pierre can not believe Andrei thinks his life wrecked, when most people would covet all Andrei has; station, reputation, and intelligence.
Andrei turns the discussion to focus on how Pierre is doing. Pierre, with a bit of his own disillusionment, announces nothing significant has changed as he remains the illegitimate son of his father, without name or a guarantee of future prospects.
Each of these protagonists have what the other covets – Pierre freedom and an uncharted future and Andrei station and a beautiful wife about to give him a child.
Andrei gives Pierre advice: Beware of the Kuragins! This will be hard to do as that is who Pierre is staying with in St. Petersburg. Andrei cautions Pierre to especially stay away from the womanizing, Anatole. Pierre gives his word that he will go straight home.