Shanaou informs Kichiji that he has made up his mind to go to Hiraizumi and starts preparing. The conflict between the Heike and high ranking court nobles continues and Kiyomori and his eldest son Shigemori quarrel over how this should be settled. However Kiyomori now puts great trust on Shigemori acting confidently as the successor of the head of the Heike despite his mild nature. Kiyomori's daughter Tokuko is reluctant to become the emperor’s bride. Around that time, a rumor about the relationship between Yoritomo and Hojo Masako in Izu spreads in Kyoto. Being alarmed to see the Genji regaining power, Mumemori strongly suggests to his father, Kiyomori to kill Shanaou or to confine him in the world of Buddhism. Shanaou is told by Tokiwa who is put under pressure by the Heike to become a priest immediately. Realizing that the time has come to leave Kyoto, Shanaou visits Otoku and asks her again to let him see Kiyomori. After a meeting with Kiyomori, Shanaou visits Ichijo Naganari’s residence to say farewell to Tokiwa.
京を去り、奥州へ行くことを決意した遮那王（滝沢秀明）は、金売り吉次（市川左團次）にその旨を伝え、準備を始める。平家からの圧力で出家を迫られ、一刻の猶予もなくなってきた遮那王は、その前に今一度、清盛（渡哲也）に会いたいと、お徳（白石加代子）のもとを訪ねる。お徳の働きによって無事、清盛と再会を果たした遮那王は、母・常盤（稲森いずみ）に別れを告げるため、一条長成（蛭子能収）の屋敷へ向かう。
