Seijuro prepares for a duel but is stopped by Toji, who says Musashi is not good enough for the master. The men whisper and plan. They attack his room en masse but Musashi is gone. He left a note saying Seijuro is to post his time and place for a duel by Sanjuro Bridge the next day. Back at the house, Oko and Toji try to cheer up a pensive Seijuro. Akemi delivers tea. Toji tells him to have his brother Denschichiro fight instead. Akemi sees Musashi's note and his signature, realizing it must be her Takezo. She goes to tell a stunned Matahachi, who sets out to find his old friend. In a shop Musashi is trying to get his sword sharpened, the smithy calls Musashi a murderer and refuses to polish the weapon. The samurai leaves in anger, then pauses, returns and asks humbly, the smithy now agrees but says only the Master Koetsu Honami can polish the sword. At Honami's shop the master polisher is friendly and shows a recent job, a long sword nicknamed "the Clothes Pole". Musashi is interested in the owner, who is Kojiro Sasaki. In a park Matahachi walks nervously. He sees a group of men attack a samurai, they cry out they made a mistake. The dying man gives Matahachi a package to deliver to Kojiro Sasaki. At the house Seijuro punishes Akemi for loving his enemy, then he rapes her. Oko and Toji leave them alone. Afterwards, Akemi glares at her mother with hate. In the dusk Musashi waits by the bridge. Otsu arrives by coincidence and the two meet once again, Otsu never wants to leave him again. A stoic Musashi admits he prefers his sword. Suddenly a large group of men approach Musashi. Vastly outnumbered, Musashi fights and retreats, demanding a fair duel. While he escapes by the riverbank, Sasaki crosses the bridge and says that Toji will lose against Musashi. Toji acts bossy until Sasaki suddenly takes his sword and quickly slices off Toji's topknot with the "Swallow Turn" move. Sasaki then strides away back across the bridge. Otsu runs along the river calling for Takezo. Akemi is there also and hears her. The two women meet and Akemi realizes they both long for the same man. She lies to Otsu that Takezo had proposed to her. Sadly Akemi says she was going to kill herself but now