The plans of the Queen Mother and her lover Lao Ai soon come to light: the foundation of a new state, within Qin itself. The affront is such that it calls for a response equal to it.

Wang Ben and Xin are rewarded for their actions in Zhuyong as Ai grows ever stronger. Lao Ai reflects on the path his life has taken to this point.

Xin explains how Diao learned of the rebellion. Lord Changping makes a momentous decision. The seige of Xianyang intensifies as Xin's troops arrive.

Xin pushes onward to Xianyang's Inner Palace as Xiang and Yang are taken to safety. Lü Buwei explains his views to Zheng and how he would rule Qin.

The court ladies make a run for it when their safety is compromised. Shang Lu's ailing army is just barely keeping the enemy out of the royal capital.

Qin goes right back to the battlefield. Wa Lin is tapped to help the troubled nation of Chu. The young commanders discuss the next Six Great Generals.

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Lieutenant Yuan and his men work hard to fulfill their vital role. A surprise appearance by a charismatic figure greatly affects the tides of battle.

He Liao Diao switches gears to share some hard-earned power with Huan Yi's forces--all the general has to do is take it. Qiang Lei's caretaker speaks.

Qing She considers his debt to Li Mu as he faces Xin on the battlefield. Devastating events drive Ji Hui to pursue a new tactic in defending Heiyong.