Yoshitsune comes back safely to Hiraizumi with Yasuhira who Yoshitsune found by himself in deep fog although the area was not very familiar to him. Yoshitsune’s courageous behavior and his wisdom of saving Yasuhira immediately becomes the talk of the town in Hiraizumi. Those from powerful local families visit Yoshitsune one after another offering him to take one of their young ladies as a bride. However Yoshitsune decline all the offers. Sato Tadanobu, younger brother of Sato Tsugunobu, visits Yoshitsune and asks him why he has rejected to marry a certain lady. Utsubo decides to return to Kyoto, hearing that Yoshitsune has been offered a marriage. She thinks her presence may become an obstacle for him. In Kyoto, the Heike family is prospering though their power is slowly starting to wane. A plot to overthrow the Heike family is discovered and the secret meeting of the conspirators is cracked down. Kiyomori’s relationship with the ex-emperor Goshirakawa, who is said to have joined the conspiracy, starts to reveal subtle discord. Tokuko, daughter of Kiyomori and Tokiko comes back to the Heike’s residence. As her daughter is expected to give a birth to the emperor’s child, Tokiko makes a certain decision.
藤原泰衡（渡辺いっけい）を助け出した義経（滝沢秀明）の武勇伝は平泉に広まり、義経に嫁取りの話が舞い込む。一方、京では鹿ヶ谷で平家討伐の密議が行われていたことが発覚。それに加わったとされる後白河法皇（平幹二朗）と清盛（渡哲也）との間に微妙な距離が生まれていた。帝（みかど）の子を身ごもった徳子（中越典子）を六波羅に迎えた時子（松坂慶子）は、領子（かとうかずこ）にある決意を打ち明ける。
