is a 1955 Japanese film directed by Hiroshi Inagaki starring Toshiro Mifune. Shot in Eastmancolor, it is the second film of Inagaki's Samurai Trilogy. The film is adapted from Eiji Yoshikawa's novel Musashi, originally released as a serial in the Japanese newspaper Asahi Shimbun, between 1935 and 1939. The novel is loosely based on the life of the famous Japanese swordsman, Miyamoto Musashi. The first part of the trilogy is Samurai I: Musashi Miyamoto (1954) and the third is Samurai III: Duel at Ganryu Island (1956). The film's production designer was Kisaku Itō, the set decoration was made by Makoto Sono, the consultant of art department was Kisaku Itō, the sound technician was Chōshichirō Mikami, the lighting technician was Shigeru Mori, and the choreographers were Tokuho Azuma and Yoshio Sugino. Plot Musashi walks alone from the mountains to the seashore, then to the farm fields, "in search of knowledge and to complete his character as a respectable samurai". It is evening as he stops by a hut and prepares a bandana on his forehead. He tells a young lad to go, but he refuses, saying that he lives there and knows Musashi will duel with Old Baiken nearby. Shisido Baiken arrives with two aides. The two men face off, Musashi with his katana, Baiken with rapidly swinging ball and chain and scythe (kusarigama). After a tense battle Musashi delivers a killing thrust. An old man passing by chastises Musashi, commenting that although he is a skilled fencer, he lacks chivalry and is not mentally relaxed, thus is not a true samurai. The boy, whose name is Jotaro and is an orphan, follows Musashi on his journey. In Kyoto, Otsu still waits, selling fans by the bridge. Akemi comes by and notices her sadness, they talk, Akemi says she longs for a certain man also. Toji comes and grabs Akemi to take her back to entertain Seijuro Yoshioka, a wealthy Martial Arts School owner. Toji and Oko discuss how rich they will be by pimping out Akemi. Matahachi still hangs around the house also and sings a mournful song. At the Yoshioka school Musashi keeps dueling with the students, laying a beating on them one by one. Believing all the students are not powerful enough, he demands a match with Seijuro, the school master. Later Seijuro arrives to see his wounded students, defeated by who they consider a back country fencer.