Best friends Takezo (Toshirô Mifune) and Matahachi (Rentarô Mikuni) joined the army expecting glory. But after their side is defeated, they are labeled as traitors and become fugitives from the law. Surprisingly though, when Takezo is eventually captured, he isn't executed. Instead a sympathetic Buddhist priest takes him under his wing and offers to train him in the ways of the samurai, even if he'd rather escape and run off into the country with the beautiful Otsu (Kaoru Yachigusa).