It starts kind of abruptly with Musashi Miyamoto dueling a guy with a chain and sickle. After he wins, a passing priest plants the idea in his head that he is too strong, that swordsmanship is about chivalry. Musashi spends most of the movie trying to challenge Seijuro, the head of a samurai school, which has fallen away from the samurai way and mostly consists of bandits. Multiple times he fights a group of this school's students who gang up on him instead of honoring his wishes to duel Seijuro one on one, always besting them. It's hard to see the fights as nearly all of them were shot in nearly complete darkness. He spends some time at a Geisha's house laying low, where the courtesan points out that his search for self-control has lead to a lack of affection. He also fights and kills Denshichiro, Seijuro's brother. Meanwhile, Otsu has still been waiting for Takezo/Musashi to return to her so they could begin a life together, but he now loves his sword more than her. Matahachi has become even more pitifully weak, sitting around singing sad songs and moping, but still trying to fool himself that he is a samurai. Oko has furthered an affair with a bandit from Seijuro's school, who we briefly met in the first part of the trilogy. These two schemers try to force Akemi, Oko's daughter, into a relationship with Seijuro. It has now become unclear who Akemi's father is, Matahachi, Takezo, or the bandit. Either way, Akemi has heard some stories of Takezo, probably from her mother or maybe folk tales, and now believes that she is in love with him. She begins to take after her mother quite a bit. Several characters don't appear anymore after this part of the story: Matahachi, Matahachi's parents, Oko, her bandit boyfriend, or the priest Takuan. The final main character to make an appearance in this part is Kojiro, who is a young samurai building quite a reputation with a new style of fighting. He works with Seijuro and is in favor of upsetting Musashi from his position as the greatest samurai, then when he sees Seijuro's students' lack of honor he becomes a sort of mediator, and finally, dragging Akemi along while watching from a distance, lets Musashi leave with the assurance that they will face each other later.