On the way going back from Kyoto, Shanaou is stopped on Gojo-oohashi Bridge by Benkei who has been hunting swords from the Heike people. Mistaking Shanaou for a Heike, Benkei attacks him suddenly. During their fight, Yoshitsune drops the flute given by his mother in a river. When Tokiko hears from Kiyomori about his plan to make their daughter Tokuko the Emperor's bride, she sets out a scheme to realize the plan. One day, Shanaou meets his friend Utsubo again at the temple. He is amazed to find her matured having survived through difficulties and she reminds him of Tokiwa, his mother. After Shanaou sees Utsubo off in Kyoto, he happens to be chased by the Heike warriors. When he runs into a shrine to hide, he meets Shizuka, a dancer who helps him out from the chase. Kiyomori took a prestigious sword, "Higekiri no Tachi" which had been always inherited by the Genji successors, at the end of the battle of Heiji. This sword turns out counterfeit and Kiyomori rages against Yoritomo who intentionally made the false assertion on the sword. In Kyoto, the Heike also searches for Shanaou as he is Yoritomo's younger brother.
らく中から帰る途中の五条大橋で、遮那王（滝沢秀明）は平家と間違われ、弁慶（松平健）に闘いを挑まれる。別の日、鞍馬寺に訪れた幼なじみのうつぼ（上戸彩）を都に送るなか、遮那王は平家の武者に追われ、白拍子の静（石原さとみ）に救われる。一方、平家では「髭（ひげ）切りの太刀」が偽物と判明、うその証言をした頼朝に対する清盛（渡哲也）の怒りが爆発する。その弟である遮那王に平家方の手が迫っていた。
