Yoshinaka returns from the battlefront to his mansion in Kyoto, greeted by his wife, Yamabuki-Gozen, their three-year-old son Komawaka, and Ofude, Yamabuki-Gozen's favorite maid.
Yoshinaka tells Yamabuki-Gozen that his forces are overwhelmed by Yoshitsune's forces which have successfully broken through Yoshinaka's line of defense. He says he is going to the battlefield again, ready for death in a battle against appalling odds.
Tomoe · Gozen, Yoshinaka's mistress, who has been taking part in the battle, comes back on horseback with a halberd under her arm and reports on a crushing defeat of Yoshinaka's forces. Yoshinaka and Tomoe-Gozen leave for the battlefront together, seen off by Yamabuki-Gozen, Komawaka and Ofude, who are to go to the house of Ofude's father to take shelter.
Yamabuti-Gozen, Komawaka, Ofude and Haito on their fugitive journey stay at an inn at Otsu. Hearing Komawaka's cry, an old man staying in the next room shows the child a picture to distract him. The old man is a boatman named Gonshiro living at Fukushima, Osaka. He is on a pilgrimage together with his daughter, Oyoshi, and her little boy, Tsuchimatsu, who is about the same age as Komawaka.
After all have gone to bed, Komawaka and Tsuchimatsu leave their beds and play together with a paper lantern lighting their rooms. Accidentaily they knock over the lantern and the light goes out. Just at this moment, Chuta Bamba and his troops, sent by Kagetoki Kajiwara, attack the inn intent on assassinating Komawaka. All those staying at the inn rush away in panic and in the confusion and the dark Komawaka and Tsuchimatsu are inadvertently interchanged by their respective relatives.
The assailants pursue Yamabuki-Gozen and her party into a bamboo thicket behind the inn. In Yamabuki-Gozen's arms is a child whom she believes to be her own son, Komawaka, but who is actually Tsuchimatsu, the boatman's grandson.
Ofude draws her sword and fights oft the attackers. After she has gone pursuing them, Chuta appears and kills Haito, knocks Yamabuki-Gozen unconscious and beheads the boy.
No sooner has Chuta gone, carrying the boy's severed head with him, Ofude comes back, and, inspecting the headless body of the murdered boy, discerns that he is not Komawaka but the boatman's grandson who had been staying in the next room at the inn. To inform Yamabuki-Gozen of the boy's identity Ofude approaches her but Yamabuki-Gozen dies of grief and shock before Ofude can do so.
Ofude takes the boy's little coat from the body to use it as a clue for her future search for Komawaka who she believes may have miraculously survived the attack, having been taken to safety by the boatman and his daughter by mistake.
Ofude cuts oft a bamboo in the thicket and from it makes an improvised cradle in which to lay the body of Yamabuki-Gozen so that it may be carried away to the simple funeral rites which are all that now can be offered to her who was once of such high estate.
When Gonshiro and his daughter Oyoshi fled from the inn at Otsu during the attack on the wife and child of Yoshinaka they took with them the little Komawaka by mistake. Too frightened to return when the mistake was discovered, they have taken the child to the house where they live with Matsuemon, the second husband of Oyoshi.
Matsuemon, ostensibly a simple boatman like his father-in-law, is actually Kanemitsu Higuchi, a former retainer of the defeated general, Yoshinaka. For this reason he recognizes the general's child immediately he sees him but does not reveal the secret lest his own identity be discovered.
Ofude visits Matsuemon's house to which she has traced the son of Yoshinaka, holding Tsuchimatsu's coat as a clue. She reveals her purpose to Gonshiro but has to explain that Gonshiro's own grandson is dead and shows him the little coat. Gonshiro, his hopes first raised and then dashed so terribly, shouts through his tears that Komawaka also must die.
At this moment Matsuemon enters from an inner room with Komawala in his arms to announce that he, as General Yoshinaka's retainer, will guard to the death the child of his master. He persuades Gonshiro to honor the grandson who by his death so honorably saved the life of the general’s son. Ofude, seeing that the boy is now well protected from harm, goes away with an easier heart.
Three rough-looking boatmen now enter. They ask Matsuemon if he will give them instructions in a naval art in which he is regarded as master. This is the art of sakaro, a method of maneuvering an oared craft in reverse as well as forward. Matsuemon agrees and leaves with them for the sea.
Matsuemon and the three men who wish to learn sakaro board Matsuemon's boat. As Matsuemon begins to instruct them in his art they suddenly leap on him but Matsuemon fights back and jumps ashore. His enemies scramble after him and suddenly he is surrounded by an ambush of the soldiers of Kagetoki, the enemy of his late lord, Yoshinaka. The odds are too great and Matsuemon is disarmed and taken prisoner.
He finds he has apparently been betrayed by his own father-in-law, Gonshiro. who arrives on the scene with the little Komawaka. But Matsuemon soon perceives that the old man, knowing that Kagetoki's troops would soon have taken Matsuemon anyway, has betrayed him in order to protect the child, whose preservation is Matsuemon's dearest wish. In fact, Kagetoki has promised to do no harm to "Gonshiro's grandson" now that Gonshiro has helped Kagetoki to arrest Matsuemon.
Matsuemon tries to commit seppuku but is prevented by Shigetada Hatakeyama, commander of the troops, who promises to beg Yoshitsune's pardon for him. Matsuemon takes farewell of the little boy as "Tsuchimatsu, his own son,” and is carried off.
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