As the capital is going to be moved back to Kyoto, people in Fukuhara get busy. Kiyomori just sits back and sees how things go. In Kamakura, Yoshitsune gets familiar with local farmers and spends days peacefully. Benkei is still unaware of the relationship between Yoshitsune and Shizuka and complains about her staying at their house. The rest of the Yoshitsune's followers try to let him notice the two’s relationship in vein. One day, Benkei falls off into the sea and is saved by a fisherman's daughter, Chidori. Benkei happens to see Chidori naked and gets upset since it is the first time for him to see a naked woman. Benkei falls in love with Chidori, which Yoshitsune and the others are happy about. Around that time, Masako asks Yoshitsune to marry a woman Yoritomo recommends. Because he loves Shizuka, Yoshitsune suffers. Shizuka, in her part, gets to know that Yoshitsune has been offered a marriage and decides to go back to Kyoto. Meantime, Shigehira burns down the Great Buddha statue in Nara, which causes antipathy against the Heike family in Kyoto. In order to remove misfortunes for the Heike family, Gotari says he will go back to Fukuhara to get the rosary which Kiyomori left behind.
海に落ちた弁慶（松平健）は、千鳥（中島知子）に助けられ、偶然にもその裸を見てしまう。日ごろからカタブツで、女に不器用な弁慶の初めての恋を、ほほえましく見守る義経（滝沢秀明）と静（石原さとみ）たち。そんな平穏もつかの間、義経は政子（財前直見）から嫁取りの話を打診される。一方、京では、清盛（渡哲也）の命を受けた平重衡（細川茂樹）が奈良の大仏を焼き、平家に対する反感が強まっていた。
