The prisoners are marching to Siberia through the snow. Nekhlyudov carries a petition to the Emperor which Maslova must sign. He is shocked by the brutal treatment of the prisoners, especially when he learns the nature of some of their crimes. Maslova is overjoyed to see him, and to his amazement he sees that she has changed. The old Maslova is being reborn. She introduces him to Peter Simonson, a schoolmaster convicted for teaching "subversive" literature. Their conversation is interrupted when an officer tries to take a five-year-old girl out of her sick father's arms in order to chain his hands. The prisoner, Kriltsov, will not let the girl go. When Simonson intervenes, the officer promises to have him flogged. Nekhlyudov gives the officers a bribe and Maslova assists the father and child. As Maslova rejoins the line, Nekhlyudov is in despair; he has felt the first stirrings of love for her.

In the prison camp, Nekhlyudov has won Maslova's pardon, and brings the document to her. He notices the tension in the room. Suddenly, several guards drag Simonson out for a flogging; Nekhlyudov follows. He can't believe what he has seen. When Simonson is returned to the room, Maslova begins to dress his wounds. Nekhlyudov asks the prisoners how this awful system can be changed. They reply that revolution is the only way--the rulers must be overthrown and treated just as badly. Simonson, in agony, says there is another way: Maslova's way, transforming people with kindness, one person to another.

Simonson asks to speak to Nekhlyudov in private. He wants to marry Maslova, but she will not agree unless Nekhlyudov approves. Nekhlyudov now believes he loves Maslova. He tells her about the pardon and the two men ask her to choose between them. Maslova, now no longer a prisoner, decides to stay with Simonson, much to Nekhlyudov's despair. Nekhlyudov now pleads with her, but although she secretly loves him, she knows he can never really love her as before. She charges him to go back into the world and use his wealth and position to change it as she does in her small way: one person to another.

As the prisoners go wearily to start another day's work, and Maslova tends Simonson's wounds, Nekhlyudov walks off into the dawn.