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In 1814, the desire of Napoleon Bonaparte, Emperor and commander of France, is to enlarge his dominion has prompted four European nations of armies to unite against France. After the loss of several major battles, Napoleon's chief military men urge him to abdicate, and point out that his nemesis, Arthur Wellesley, the Duke of Wellington, is leading the English army against them. His advisors and in particular, Marshal Ney, encourage Napoleon to accept an "honorable" exile to the island of Elba. In a stubborn fit of anger, Napoleon refuses, as he is confident of the Frenchmen's loyalty to him and believes that another victory will heal their morale. However, when a messenger arrives, reporting that one of his generals has surrendered to the Austrians, Napoleon recognizing imminent defeat, reluctantly addresses his Old Guard to say goodbye. Calling the men his children, he asks that they remember him and kisses the flag to express his love for them. In May 1814, he is transported to Elba, but ten months later, Napoleon escapes and, with a thousand loyal men, invades Europe. King Louis XVIII, who has resumed his reign in France, sends a regiment to stop Napoleon and places Ney in command, who promises to bring him to Paris "in an iron cage." However, when the armies meet on the road, Napoleon dismounts and addresses the French soldiers, who cheer for their former leader and join his side. Ney drops his sword and also reunites with Napoleon. Fearing for his life, the king hastily abandons the court, and Napoleon triumphantly returns, aware that other nations have declared war on him personally, rather than with France. When he learns that English and Prussian armies led by Wellington and the general field marshal Blucher, respectively, have separated, he wedges his army between them. He realizes that success now depends on one big battle, similar to the one he successfully led years before, when, he admits only to himself, he was younger. On 15 June 1815, in Brussels, the charming and aristocratic Wellington is biding his time until he determines Napoleon's next move, and is being entertained at a ball given by the Duchess of Richmond. After watching a regiment of Gordon Highlanders perform a sword dance, the Duchess of Richmond calls the British soldiers the "salt of the earth." Wellington claims they are all "beggars and scoundrels" who fight for gin, but is confident that out of duty they would die for him. When the Duchess admits she has some admiration for Napoleon, Wellington says that although the man's hat is worth fifty thousand men, he is no "gentleman." Sarah, the Duchess' daughter, is smitten with a young officer, Lord Hay, who has yet to face battle. When Iggy, as Hay is called, naïvely promises to bring Sarah the helmet of an enemy, gruff veteran General Picton remarks skeptically that Hay will be lucky to bring back his life, and adds that, from the French, he will learn the art of fighting. Meanwhile, Napoleon and his men cross the border of Belgium in inclement weather. When a Prussian officer arrives at the ball to report that Napoleon has concentrated all his forces at Chalois, Wellington meets with his commanders. Admiring Napoleon for the risks he has taken, Wellington muses, "By God, that man does war honor!" Although his decision will be unpopular, Wellington decides to retreat and take a stand at a place called Waterloo. On a different battlefield, Napoleon is tallying the deaths surrounding him when Ney rides up to inform him of Wellington's retreat. Instead of being pleased, Napoleon angrily rebukes Ney for not pursuing the enemy, explaining that all could be lost if Wellington is able to choose his battleground. Napoleon orders field marshals Grouchy and Gerard to take one third of the French army to pursue Blucher and prevent him from rejoining Wellington. When news of the retreat reaches the Prussians, Blucher worries that Wellington has given up, leaving them vulnerable. Upon reaching Waterloo in a rainstorm, Picton criticizes the landscape, pointing out a stand of trees and other terrain that could hinder their success. Wellington explains that, despite appearances, the woods lack underbrush and will not impede the movement of soldiers and equipment. He confides that he has had this area in mind for a year, but believing that secrecy is more important than good publicity, does not share his strategy with the men. As the French approach the area, Napoleon also presumes that Wellington has made a tactical error. As it rains heavily throughout the night, both Wellington and Napoleon face doubts about themselves. Napoleon is mystified by Wellington's choices while Wellington hopes that Blucher can outwit Grouchy and join them. When an Irish private from the Inniskilling Brigade, who is caught stealing a pig, offers a foolish explanation to excuse himself, the amused Wellington jokes that he is able to defend a "helpless position" and promotes him to corporal, instead of ordering the usual penalty of execution. During the night, Napoleon suffers pain from a chronic stomach condition, but marshals his strength by morning. The rain has stopped, but his officers convince Napoleon to delay the battle until the ground dries. During the morning, the soldiers of both sides line up for battle with great pomp and ceremony. After ascertaining the location of what he believes is Wellington's weak spot, Napoleon orders a cannon fired, which commences the battle at eleven thirty-five. Following several volleys of cannon shot, the footmen advance toward one other. Napoleon first attacks Hougomont, a farmhouse, and tries to lure Wellington out of his position but the Englishman is not tricked into moving his formations. For his caution and courage, Napoleon admires him. In the afternoon, Picton is killed, and the Scots Greys and other regiments charge. The sight of the men on their grey horses prompts Napoleon to remark that they are "terrifying" and he counters with his lancers, who manage to kill the English general, Ponsonby. Meanwhile, hearing the sounds of battle, Gerard, who, with Grouchy, is following Blucher, wants to come to Napoleon's aid. However, Grouchy believes they must follow the orders they were given and not divide the men. When soldiers can be seen in the distance, both Napoleon and Wellington wonder whether they are led by Blucher or by Grouchy. After Napoleon recognizes that the Prussians are advancing, he predicts that whoever overtakes a farmhouse called La Haye Sainte will win the battle. Because his stomach is hurting him, Napoleon is convinced to take a short break. While he is resting, Napoleon talks to his aide-de-camp, La Bedoyere, who, like himself, has a young son. When Napoleon asks what history will say of him, the young man responds admiringly that he will be remembered as having "stretched the limits of glory." To Napoleon, this does not seem enough. After Wellington orders a formation of men to retire one hundred paces, Ney, believing the enemy is retreating, triumphantly and impulsively orders the cavalry to charge. As the French ride briskly over a hill, they find the English waiting on the other side, in position to shoot at them. Returning to the field, Napoleon is aghast that Ney rode forth without infantry support. In the late afternoon, Wellington observes Hay's death, as well as that of his young aide De Lancey. Later, a delirious young soldier yells, "How can we kill one another? Why do we?" As the evening progresses, the battlefield is in flames and smoke, and a hard wind is blowing. Around six in the evening, the French capture La Haye Sainte and Napoleon, believing he has won the battle, sends a report to Paris. Wellington tells his second-in-command, Uxbridge, that they are losing and hopes for the rest of the Prussians to arrive. When Napoleon begins to lead troops toward Brussels, Wellington gathers the brigades to shoot at them. As Blucher and his men draw near, the Prussian orders that no prisoners will be taken. Heavy fighting ensues, which sends the French into a panic and many of them flee. Napoleon yells at his generals not to lose faith, telling them that Wellington is beaten. Ney, too, tries to build up the morale of the men. As Wellington and Uxbridge watch the change in the battle with relief and joy, Uxbridge's leg is shot off. Meanwhile, the French officers, aware they have lost, move Napoleon to safety. After the Prussians and British surround the remaining French, Wellington compliments the survivors for the honorable fight and offers them a chance to surrender. However, when the French refuse, shooting continues until they are dead. After the battle, Wellington rides past the thousands of bodies being sorted and laid out, hoping that he has fought his last battle. He thinks, "Next to a battle lost, the saddest thing is a battle won." The rain has resumed. In shock, Napoleon is put into a carriage and driven away.