Cardinal Mazarin dies, leaving a power vacuum in which the young Louis asserts his intention to govern as well as rule. Mazarin's fiscal advisor, Colbert, warns against Fouquet, the Superintendant who has been systematically looting the treasury and wants to be prime minister. Fouquet believes Louis will soon tire of exercizing power and overplays his hand by offering a bribe to Louis' mistress to be his ally. She reports this to the king who arrests Fouquet. Louis and Colbert design a brilliant strategy to keep merchants making money, nobles in debt, the urban poor working and fed, and peasants untaxed.

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