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In Eastern Poland, in January 1807, the home of the Count Walewska and his wife Marie is overrun by pilaging Russian soldiers who make fun of the young countess and her aging husband. Soon after they leave, Marie's brother, Paul Lachinski, arrives and enthralls Marie with tales of the French Emperor Napoleon, whose armies have just arrived in Poland. Later, Marie briefly encounters the emporor near a church and is as impressed with him as he is with her. Two months later, Marie and her husband are formally introduced to Napoleon at a ball at the Poniatowski Palace in Warsaw, and she is pleased that he does not reveal their earlier brief meeting, but is uneasy about his obvious attraction to her. When he sends notes to her proclaiming his admiration and suggesting that her responsiveness would benefit her country, she is upset and confides in her husband. He wants to take her away, but when some of the Polish leaders beg Marie to give in to Napoleon to save their country, she decides to go to him. When she returns to the count, he leaves her. Soon Napoleon and his personal staff take quarters in Marie's home. Although she is antagonistic toward him at first, her sympathy for his inner loneliness soon softens her feelings and she returns his love. They become more and more happily in love, but her happiness is marred by her brother's adverse reaction to their relationship and by Napoleon's long absences. Two years later, while Napoleon seeks a divorce from his wife, the count obtains an annulment of his marriage, and Marie secretly awaits the birth of her child. She is summoned to Vienna to join Napoleon, but when she arrives, she learns that Napoleon is planning to marry the Princess Marie Louise of Austria in the hopes of establishing a strong dynasty. Though she is shattered, Marie accepts Napoleon's marriage and leaves him to have her child alone. During the course of the next few years, Napoleon suffers many defeats. His army is forced to retreat from their position in Moscow and, despite a last attempt to recapture his former empire, he eventually loses everything at the Battle of Waterloo. In his final exile on the island of Elba, he sends for Marie. She and her son Alexandre go to him and stay with him until he dies.