SHUN blackmails BONG to appoint him to be the Nominal King QI after conquering QI. Though furious, BONG has to agree to keep the situation under control. YUE leads a troop of 100,000 to attack Yingyang. LADY POK is called into the palace to perform some dancing. She tries to get close to SHUN, but he turns her down. She has a weak moment and tells him her story. He pities her and has a relationship with her. TSANG makes use of SHUN’s war-eager weakness and leaves BONG alone. BONG meets LADY POK again. He takes her his concubine to thank her for saving him last time. He follows LEUNG and PING’s advices and spreads rumours among YUE’s troops. No matter how hard he tries, LEUNG can only stall YUE’s advance. LEUNG’s tricks are blown by TSANG; YUE’s troops are marching towards Yingyang in full speed. SHUN hates BONG for stealing LADY POK from him and bears grudges against BONG. TSANG dies from illness. YUE is devastated……