Shanaou happens to see Kiyomori and his group heading for Fukuhara in Kyoto. Shanaou remembers Kiyomori's talk about the city of his dream and gets interested in seeing Fukuhara and its sea. In Izu, Hojo Tokimasa is concerned about his daughter Masako who looks unusually depressed. Hearing rumors, Yoritomo realizes that Masako is fond of him. Shanaou goes to Fukuhara with Kichiji and hears from him about Hiraizumi and its splendors. Understanding the chasm between himself and Kiyomori whom he has adored just like his father, Shanaou decides to go to Hiraizumi. Kiyomori entertains the ex-emperor Goshirakawa at Fukuhara who promises to grant Tokuko, Kiyomori's daughter, become a wife of the emperor. This aggravates a conflict between the Heike and court nobles. Returning to Kurama's temple, Shanaou sees Benkei who has been waiting for him to ask to have him as a retainer.
源頼朝（中井貴一）を思い、いつになく元気のない北条政子（財前直見）の様子に、父・時政（小林稔侍）が気をもんでいた。一方、遮那王（滝沢秀明）は、金売り吉次（市川左團次）から、奥州・平泉の都の魅力を聞かされる。父のように思っていた平清盛（渡哲也）と自分との間にある隔たりを悟った遮那王は、奥州行きを決意する。そんな遮那王の前に、再び弁慶（松平健）が現れ、家来にしてほしいと頼み込む。
