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In feudal Japan, during a bloody war between clans, two cowardly and greedy peasants, soldiers of a defeated army, stumble upon a mysterious man who guides them to a fortress hidden in the mountains.
Aspiring to an easy job as personal physician to a wealthy family, Noboru Yasumoto is disappointed when his first post after medical school takes him to a small country clinic under the gruff doctor Red Beard. Yasumoto rebels in numerous ways, but Red Beard proves a wise and patient teacher. He gradually introduces his student to the unglamorous side of the profession, ultimately assigning him to care for a prostitute rescued from a local brothel.
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. While Otsu waits, Akemi also seeks him, expressing her desires directly. Meanwhile, Takezo is observed by Sasaki Kojiro, a brilliant young fighter, confident he can dethrone Takezo. After leaving Kyoto in triumph, Takezo declares his love for Otsu, but in a way that dishonors her and shames him. Once again, he leaves alone.
A brave, highly principled warrior resigns his post as a body guard to the head of a powerful clan after he learns that his employers have been smuggling arms to the enemy. The remaining samurai try in vain to coerce him back, but their efforts are thwarted by crooked warriors who launch an attack...
