Dom Martim Afonso de Sousa, Cardinal Patriarch of Lisbon had seen the arrival of the Empress in Lisbon as a threat to his power and he wanted to send her back to Italy. Confronting her with blackmail had failed, but Paola knew that she had to get rid of her opponent first. Fortunately for the Empress, the Cardinal's heavy handed policies had created many enemies in Lisbon, particularly with the mercantile classes. Sometime in June 1801 the Empress was known to have attended a meeting at the home of Joaquim Pedro Quintela (1748-1817), one of Lisbon's greatest merchants, of Galician origin. The beautiful Empress seduced him and he seems to have been captivated by her and it is assumed that together, they plotted the murder of Sousa. Quintela, also gave the Empress some 300,000 cruzados worth of unpolished diamonds. Though little is known of the exact events, on 17 July 1801, Sousa's body the woods around Queluz Palace, having been struck in the head. The Emperor was devastated as he had relied on Sousa for spiritual and political guidance, and decided to postpone the coronation ceremony as the court was plunged into official mourning.
Meanwhile in Italy, Napoleone had thrown in his lot with the rebels and had the bulk of the Imperial Army in Italy loyal to him personally. A charismatic man, he managed to raise a citizen army, expanding his numbers from 30,000 to nearly 200,000 men in arms. Known as a fiery orator, by August the Kingdom of Naples and most of Sicily had joined the rebellion against Spanish rule. Empress Paola offered her services as a peacemaker to her husband, as she knew Napoleone personally and that she could have him become loyal to Luiz. The Empress' actual motives seemed to have been to win back the affection of her husband, but he confided to his inner circle that he did not trust Paola’s motives. She proposed that she travel to the neutrality of Rome where she could meet with Napoleone face to face and get him to lay down his arms. The Empress also pleaded the case of the rebels to her husband, telling him that the majority "lived in misery" and that their taxes were "a constant source of injury", and that reforms must be made. The rising taxes imposed in Italy had served to finance the wars in North Africa and particularly Egypt, leaving the 8 million subjects of the Kingdoms of Naples and Sicily in increasing poverty. The Emperor seemed to agree, but was hesitant to impose higher taxes on the nobility or clergy to alleviate the suffering of his Italian subjects. Importantly, he was leery of his wife's motives in going to Italy, as he envisioned the possibility of her joining Napoleone.
In August, Empress Paola had arranged for a deputy of Napoleone's, Michele Carrascosa to arrive in Lisbon with his series of demands, and though the Emperor listened to them, on the advice of his reactionary ministers, he had Carrascosa imprisoned. The Empress was livid and knew that she must gain control of Spain. She used her time in the capital to make political allies and became determined to return to Italy so that she could join forces with Napoleone. During this time, became particularly close to the Emperor’s youngest brother, Infante Afonso, who like Paola shared a love of gambling and the opera. The relations between the Emperor and Empress had been improving and she was now allowed to have her children stay with her at the Palacio das Fontes, becoming particularly close to her eldest son, Afonso, Prince of Brazil. However, rumours began emerging that it was the Empress whom had ordered the murder of the Cardinal, but without conclusive proof, Luiz was hesitant to implicate his wife. Quintela, fled Lisbon for the safety of France and later Switzerland. The Empress strove to win her husband’s affection, but he had taken on a mistress, Carolina de Lippe (1778-1842), the illegitimate daughter of a German Count whom had been in the service of Imperial Army. The Empress hated the young blonde, whom was beautiful, tender and supportive of Luiz. It was also discovered she was carrying his child, upon discovering this, Paola was thrown into a fit of rage.
On Sunday 25 October 1801, after returning from mass, the Empress confronted Carolina in the stair hall of the Palace of Mafra calling her a “puta” and slapping her across the face. The polite but feisty mistress had been subject to the Empress’ insults for the past months and had ignored the Empress’ insults. This time however, she slapped back and to the shock of the halberdiers as the foot of the stairs the two women were fighting and pulling one another’s hair. Before they could intervene, Carolina was thrown down the stairs by the Empress. Carolina survived the fall, but her baby did not. For Emperor Luiz, he had reached the limits of patience with his wife, saying that she was no better than a common whore, and was unfit to be an Empress. He felt she refused to act in unregal manner and sent her away to the Palácio das Fontes. Paola was now determined to make her way to Italy, as she had learned that Napoleone’s rebellion had spread to the Papal States, drawing the Holy Roman Empire into the conflict against the rebels. The audacious Empress Paola, nevertheless had faith in Napoleone and decided that if she could not rule in Spain, she would join him in Italy.
Carolina de Lippe, Emperor Luiz's Mistress
During her months in Lisbon, Paola had used selective generosity giving large sums of money and gifts to people whom she knew could be of use to her. She was known for giving gold coins to the lowliest of her servants, and this generosity earned her the love of the common people, and likewise made many scornful of Emperor Luiz. With the funds obtained from the sale of diamonds given to her by Quintela, she had been able to bribe the servants in the royal palace along with many of the guards. Her behaviour was seen as undignified and earned her the contempt of the court nobility, particularly as she was known to mingle with the kitchen staff. The shrewd Empress knew that there would be a time when she would need to rely on them, and she planned to use the servants in her escape from Lisbon. With the help of servants, on the night of the 27 October 1801 she was snuck into her son Afonso’s quarters in the Royal Palace and was able to leave the palace through a series of passages leading to the kitchens. Dressed as peasants, they were able to escape in a baker’s wagon. Journeying inland they were brought to the fishing village of Nazaré, north of Lisbon where the Empress and her son boarded a fishing vessel which brought them to Aveiro. From there they were brought on a smaller ship and days later taken to Royan in France. In France the two made journeyed by land dressed as a nun, claiming the prince was an orphan, the two journeyed towards the Mediterranean when their identities were discovered and her cousin, King Louis XVII was alerted. They were temporarily held captive, but then were given escorts to take them to the Mediterranean. The King of France was only too willing to help destroy Spain’s powers and he had secretly providing arms to Napoleone. As a result, Paola and her son were given a ship to sail to Naples where the Parthenopean Republic had been proclaimed, with Napoleone as its Consul. Napoleone was made aware of Paola's return and was he was truly in love with her and he felt that now that he was ruler of much of Italy, that he could win her affection.