In 1600 AD in Miyamoto Village an army assembles and marches. Two young men, Takezo and Matahachi watch from high in a tree, Takezo is eager to join up while Matahachi has a girl Otsu. She scolds the men for climbing the tree. Matahachi casually mentions he may go away for a year, Otsu professes eternal love but asks him to stay.At night Takezo crosses a river, Matahachi joins him and the two go off laughing on their adventure.At the rainy Battle of Sekigahara one side is in retreat. Takezo and Matahatchi are digging trenches as their side tells them to run, the enemy is coming. Takezo vows to fight on and Matahachi joins him. The two join a counterattack against a mass cavalry charge. Afterwards many dead lie strewn on the fields of battle. Takezo gets up groggily and helps Matahachi, who has an injured leg. The two evade a mounted rearguard party and slip off into the forest. Matahachi is very weak but they manage make it to a solitary cabin.After three months the two are recovering well. They are staying with a mother, Oko and 16 yr old daughter, Akemi. Takezo tries to break a stray horse, Matahachi's leg is still a little weak. He misinterprets Akemi's attentions and embraces her, she pushes him off. She goes to Takezo instead and gets a wild horse ride. They fall off, Akemi is unhurt, but exhilarated and tries to seduce Takezo. A band of outlaws on horses comes by and tells Akemi they will come later for the their payment. At the house the four hide jewels in the ceiling attic, the women scavenge from dead samurai. Oko explains her dead husband was a brigand also and she has plans to move to Kyoto. At night the bandits arrive and begin to ransack the house and menace the women. They find the treasure. Takezo fights back although vastly outnumbered. He kills the leader and the survivors escape. Oko is sexually charged by Takezo's bravery and offers herself, but he refuses and runs off. Oko, Akemi and Matahachi prepare to leave, Oko tells the others Takezo assaulted her as she makes sweet with Matahachi. Akemi runs outside and cries out for Takezo.Later, Takezo returns to the abandoned cottage, realizes Matahachi has left with the women, and curses the other's foolishness. Near a lake the three travellers are confronted by thugs, Matahachi and Oko fight them off.On the way home Takezo is stopped at a gate, martial law requires all travellers to have proper ID. The guards attempts to arrest him but he fights them off and runs away.Back in Miyamoto village Otsu jokes with the Buddist priest Takuan. Otsu then meets Matahachi's mother Osugi, there is a town-hall meeting with the precinct captain, he is organizing a search posse for Takezo. A tearful Otsu notices Takezo scampering through the temple grounds, guards also give chase but Takezo stabs one and manages to escape. The townsfolk turn against him. The Captain demands two from each family help with the search, the large group beats its way up the hillsides. All Takezo's relatives are arrested. Takezo watches the posse from safety. As night falls Osugi offers Otsu to come live with her even though she is not an official in-law. Takezo appears and tells the women Matahatchi is alive but he can't reveal any details. Osugi seems motherly and offers him some food and a bath. While in the tub guards appear, called by Osugi. Takezo jumps from the tub, grabs his kimono and again is able to escape capture.The next day more soldiers from the castle arrive to help. The Captain appears to take interest in Otsu but is stopped by the Priest Takuan. The holy man gives her a mail package. It is a letter from Oko explaining Matahachi is her husband and lover and to forget him. In the forest Takezo beats a wood gatherer senseless.Takuan announces he is going to catch Takezo himself, Otsu offers to join him. Takuan and Otsu camp out and chat. Otsu plays a mournful flute, Takezo arrives and is given a bowl of ramen, Takuan convinces Takezo to give himself up. Takezo is defiant, but Takuan asks him to think of his family. "Better off dead, all of them!", snaps Takezo. "Even the women... and their children?" asks Takuan. Takezo bursts into tears and Takuan beats him, capturing him easily. In town Takuan convinces the Captain to release Takezo to him, the priest then has Takezo trussed up and raised high on a tree branch. Takezo demands to be put to death, the priest laughs at him. Otsu asks the priest to have mercy. Young boys tease the suspended samurai. Osugi once again offers her home to Otsu, who refuses, the older woman is deeply insulted. At night Takuan lectures to the struggling Takezo, he needs to be a better man, you only live once, etc etc. A short time later Otsu loosens the rope and lets Takezo down, she gets bad rope burn on her palms. The two make their escape. Otsu slows them down and soon another posse catches up to them. Takezo fights valiantly and eludes capture while Otsu is taken to Himeji Castle.Takezo tries to climb the walls to rescue her but Takuan notices and gets him to stop and follow him inside. The priest leads him to an attic room where Otsu is to be waiting, but, it's a trap, Takuan closes the door and locks him in. The room is filled with books, Takuan tells him to read and learn. Otsu gets a job nearby to wait for Takezo's release.Five years later in Kyoto Akemi sings for a gentleman, Seijuro Yoshioka. Her mother Oko looks on with her new man friend, Toji. Matahachi is in the house too, now a layabout cuckolded wastrel. He realizes he is a fool.Takezo has been in training to serve Himeji Castle for three years. Priest Takuan renames him Miyamoto Musashi. He kneels before Lord Himeji and says he is not ready to serve, the Lord tells him to go travel and train himself. Well groomed, dressed and armed, Takezo prepares to leave but wishes to say farewell to Otsu, Takuan tries to get him to leave his past behind. But Takezo looks for and finds her at a shop by the bridge. Otsu pleads to go with him, but the samurai can't do it, he leaves silently leaving an apologetic note scratched onto the bridge railing. He heads toward the setting sun.