Following the battle of Sekigahara, Takezo (Toshiro Mifune) and his friend Matahachi (Rentarō Mikuni) find themselves on the losing side. Instead of the grand victory and glory Takezo had anticipated, he finds himself a hunted fugitive, having to assist a severely injured Matahachi. The pair seek shelter with a widow and her daughter who unknown to them are connected to local brigands. The brigands soon show up and ask for tribute from what the women have stripped off dead samurai, and Takezo has to fight them off. Both women attempt to seduce Takezo but are rejected. The widow then tells Matahachi that Takezo tried to assault her and convinces him to escort her and her daughter to Kyoto. Matahachi agrees even though he loves (and is betrothed to) Otsu (Kaoru Yachigusa), a woman from his village.