A cynical samurai is left as the sole survivor to fulfill a plot to assassinate the puppet of a villain intent on usurping the shogunate in the 17th century. A Shogunate Elder connives to rule Japan by making his puppet, the Shogun's brother Tsunashige, the next Shogun. The best strategist in Japan, Yamaga, leads a plot to stop the Elder, but his cabal is betrayed and most of the conspirators are captured and tortured.

Shiba, a wandering ronin, encounters a band of peasants who have kidnapped the daughter of their dictatorial magistrate, in hopes of coercing from him a reduction in taxes. Shiba takes up their fight, joined by two renegades from the magistrate's guard, Sakura and Kikyo. The three outlaws find themselves in a battle to the death.