At a mountain waterfall Kojiro Sasaki reflects on his unknown status and dreams of greatness. He slices a bird in half and tells Akemi he must kill Musashi. Akemi runs away, horrified.
In Nara, there is a martial arts tournament. A burly heavy set man calls out any challengers, Musashi and Jotaro watch as spectators. As Musashi prepares to leave, Jotaro cries out, the man is insulted. Musashi comes back to apologize and even kneels. The other man refuses to accept the apology and attacks with his kama-yari. Musashi grabs the long polearm and it becomes a struggle of wills. The old man who a year earlier had said Musashi lacked chivalry comes up and warns the opponent who he is facing. He stops the fight and declares Priest Agon the winner.
Later, Musashi has dinner with the old man, a monk, who congratulates the samurai on his development. The monk mentions a Lord Yagyu, the Shogun's combat arms teacher, is looking for Musashi. He suggests Musashi go to Edo for an interview. Musashi and Jotaro start walking in the morning. Later in the day, Otsu arrives, and plans to follow.
Edo is the most crowded city in Japan. Many samurai come to Edo looking for employment. Sasaki is having an audition match against a man Okaya, wielding a yari/spear. He confidently tells the other to remove the safety pad from the sharp end, and will use a wooden bokken himself. Lord Yagyu watches. Quickly Sasaki knocks the other man down and cripples him with a strike. Sasaki's host is embarrassed that he overdid it, hurting Okaya may have affected his chance for a job. Omitsu, the host's daughter likes Kojiro, he asks her to elope. Omitsu is surprised and backs off, Sasaki leaves the house suddenly. He goes to the see the ailing Okaya to apologize, the wounded man is gracious and accepts he lost fairly. Word gets out that Sasaki met Okuya and the Lords decide Kojiro may be worthy of hiring afte rall, although Musashi is also being considered.
In a humble inn, Musashi and Jotaro have an upstairs room. Musashi is into wood carving and makes a small figurine that looks like Otsu. He hasn't decided to see Lord Yagyu about the job. Musashi is still thinking about the last time he saw Otsu by the mountain stream and is ashamed of himself. Outside there is a commotion, four samurai lie dead. Musashi examines the bodies and sees they were each killed with one stroke. A note is posted on a nearby tree declaring the four are students of the Obana School, Kojiro Sasaki takes signed responsibility for the deaths.
Musashi brings the four corpses to the Obana School but old man Obana denies such poor fighters were his students. Musashi apologizes for the error and leaves with the bodies in a cart. He gives them a proper burial in a cemetary. As he finishes Sasaki arrives. The men greet each other cordially, Musashi thanks him for the help in Kyoto the previous year. They respect each other's abilities. Sasaki wishes to fight now but Musashi stops him as the timing would look look like it was Obana-related. They agree to fight the next evening by the East Gate.
Later Sasaki prepares his swords. Omitsu comes to see him to say she won't be eloping, he tells her by tomorrow he will be dead or alive. His host returns home to announce Kojiro has the job, in that way Obana cannot try for revenge for the four deaths. Sasaki is hesitant to accept under those circumstances. To further convince him the host mentions Musashi is also being considered. Sasaki then reveals he is fighting Musashi the next day.
Back at the inn the locals are gambling noisily. Jotaro tells them to be quiet and they do. One of the men comes upstairs to confront Musashi, believing he sent Jotaro. He is a horse trader. Musashi calmly eats ramen as the man rants. As the man gets more angry and pulls a knife, Musashi idly starts catching flies with his chopsticks. Astonished by the display of hand eye co-ordination the horse trader, Kumagoro, retreats quickly. A little later he is in the yard hacking at a tree trunk. A nobleman walking by hears him talking about Mushashi. It is the court official from Himeji Castle and he invites Musashi for the interview, Mushashi agrees but mentions the upcoming fight with Sasaki.
At the East Gate Kojiro waits. Jotaro runs up with a note. Musashi writes that he will be travelling and wishes to postpone the match for one year. As they walk out of town Musashi reflects that he once wanted success but now only looks for further training. Musashi, Jotaro and Kumagaro walk across a broad plain, Jotaro and Kuma joke about their status. Suddenly arrows land close by and three horseman ride toward them. As the three travellers huddle under the drawn bows, Musashi acts quickly and manages to kill one bandit, the other two ride off.
In the nearby village Mushashi hear that the bandits have been terrorizing the people for some time,stealing crops and women. Musashi decides they will live here and starts felling trees for a cabin.
In a geisha club in Edo, Kojiro is with friends. He notices Akemi is one of the girls and has her brought to the room. She still loves Musashi and he playfully tells her where he is, he tosses a bag of coins to the owner to buy her freedom.
A sole traveller in humble robes walks the plains, two bandits almost let it go but notice red silk under the grey robes. They go for the woman and Jotaro and Kuma hear the struggle and come quickly on horseback, scaring off the bandits. It is Otsu. Jotaro goes to tell Musashi she is here, he is filthy from hoeing a field and goes to clean himself up. A short time late the two meet. Musashi shows her around and says he now enjoys farm work, he is learning about life. He then tells Jotaro to take her to Old Gen's for a room. That night Jotaro and Kuma are perplexed why their Master would rather pound his chisel alone in his hut. Otsu walks by the stream and plays her flute. Once again Musashi recalls the scene at the mountain stream and continues to carve. Once again two bandits are scared off. In the morning a group of villagers pack and head off. The villagers come to Musashi to learn to fight, he tells them to learn to run.
At an inn close to the plains Akemi prepares to travel, the owner tells her it's safer to go with others. A group of brigands come in noisily and harass the owner. The leader notices Akemi, Akemi notices Toji, her mother's boyfriend is with them. The leader had killed Oko becasuse Oko killed his brother because the brother killed Akemi's father. Toji gives Akemi a horseback ride close to the village, he directs her to report all the bandits have been arrested, then the next night to set fire to Mushashi's hut.
Otsu is helping with the hoeing, Mushashi tells her she is too weak. Otsu is confused by his coldness, she goes to jump in the pond but Mushashi carries her out. Akemi arrives on scene, Otsu runs off. Kuma and Jotaro go to find a place for Akemi, she comes and throws herself at Mushashi. She asks him to elope, he pushes her back. Akemi pleads, then says she's sorry and will leave, wishing him luck with Otsu.
The next day the village is hard at work. Akemi gives her false report of the arrests, they think they are safe and celebrate. As night falls they all party and dance. The brigands are close waiting for the fire signal. Akemi asks Otsu for a private chat. In a hut Akemi declares her love for Musashi, then challenges Otsu to a hatchet figh to the death. Otsu refuses to pick up the weapon and the two struggle. A candle is knocked over and starts the hut on fire as the two ladies escape. The brigands see the fire and attack! They torch the other huts as villagers flee, then fight back. Musashi takes care of the leader. Kuma is mortally wounded to Jotaro's despair. Toji finds Akemi and Otsu, Akemi stabs Toji, who with a dying lunge wounds Akemi. Akemi dies in Musashi's arms.
The next day the village is in embers, Akemi is buried and Otsu prays for her. Three riders appear with a message for Musashi. Kojiro writes that he is now Lord Hosokawa's teacher, will be going to Kokura, the match is to be there in April. Sasaki travels as the centre of a large entourage.
In Kokura, Lord Hosokawa's county seat, a crowd gathers to read a notice, Sasaki will be fighting Musashi in five days time. His Lordship tells Sasaki to fight fair. Kojiro then speaks with his host about a wedding to Omitsu after the fight. Otsu is pessimistic and very weak. Musashi sends a note to the Himeji court official that he will go directly to the island. Otsu collapses and is taken to an inn.
Omitsu watches as Kojiro burns papers, he notices she is afraid for him but the young, elegant samurai is very confident.
A boatswain has prepared Musashi's boat, he also is calm and relaxed. A man mentions someone would like to see him. It is Otsu, just awakened with no time for makeup. The two meet and have a walk on the sandy beach. Otsu is worried for him, wants him to quit and be a farmer, but Musashi warms up and tells her a wife should have confidence in her samurai.
At night as the boat crosses to Ganryu Island Musashi carves an oar into a bokken. Sasaki waits on the island with a large group of witnesses. As the sun breaks the horizon Musashi arrives and the two top samurai in all of Japan face off.
Musashi is backed into the water on defense with his wooden sword, but the glare of the rising sun behind him gets in Kojiro's eyes. Very tense, the men thrust and parry, Sasaki with his long nodachi "The Clothes Pole". A sudden flurry and Musashi jumps back, slightly cut on the forehead. Kojiro smiles at the sight of the blood, then...drops dead. Two nobles come to congratulate Musashi, he sets off for the mainland in the boat. As the bos'n babbles on Musashi fights back tears. The End.