After years on the road establishing his reputation as Japan's greatest fencer, Takezo returns to Kyoto. Otsu waits for him, yet he has come not for her but to challenge the leader of the region's finest school of fencing. To prove his valor and skill, he walks deliberately into ambushes set up by the school's followers.

Toshirō Mifune
as Musashi Miyamoto a.k.a. Takezo

Koji Tsuruta
as Kojiro Sasaki

Kaoru Yachigusa
as Otsu

Mariko Okada
as Akemi

Michiyo Kogure
as Lady Yoshino

Akihiko Hirata
as Seijuro Yoshioka

Mitsuko Mito
as Oko

Kurôemon Onoe
as Takuan

Sachio Sakai
as Matahachi Honiden

Yū Fujiki
as Denshichiro Yoshioka