The city of Kyoto becomes unstable day by day with fires breaking out constantly and frequent robberies. In fear, people accuse the Heike family as the cause of their misery. Being concerned that this unstable situation may develop into a chaos, Otoku sees Kiyomori. She recommends him to have Gotari, one of orphans who help her, serve him as he will convey complaints in the city. Around that time, Yoshitsune goes on a trip with his retainers to Echigo. On the way, he meets a samurai who is chased by a woman in armor. Later he finds out the man turns out to be Kisono Yoshinaka, Yoshitsune’s cousin, and the woman, Yoshinaka’s lover, Tomoe. Yoshitsune tries to follow Yoshinaka to find him but he has already departed. In Kyoto, Tokuko gives birth to a baby prince which makes the Heike family prosper more than ever. However, Shigemori, Kiyomori’s eldest son whom he deeply trusts, dies because of illness. The loss of his eldest son who has been taking an iron role for the Heike’s absolute power to continue makes Kiyomori decide to take the role himself. In a rage against the ex-emperor Goshirakawa who repeatedly confiscates the territories of the Heike family, Kiyomori keeps Tokuko and her son prince, who is a future emperor as well as Kiyomori’s grandson, at Heike’s residence. Then, he punishes the important members of high ranking court nobles, abolishes the political system ruled by the retired emperor, and finally has his grandson prince become Emperor Antoku.
越後へ長旅に出ていた義経は、女武者・巴（小池栄子）に追われて逃げる木曽義仲（小澤征悦）と出会う。京では徳子（中越典子）が無事に皇子を出産。平家は、栄華を極めるその一方で、清盛（渡哲也）の最も信頼していた嫡男・重盛（勝村政信）の死という重大な局面を迎える。自分に代わり夜叉（やしゃ）となってくれた重盛の思いを受けた清盛は、これから自らが夜叉となることを決意し、その態度を一変させる。
