Although he came to Kamakura wishing to help his brother, Yoshitsune feels that he is not welcomed there. In Kyoto, Kiyomori spends days in despair as his dream of founding a capital in Fukuhara failed. One day, Kiyomori comes down with a high fever. From his sickbed, Kiyomori sends a messenger to the ex-emperor Goshirakawa and asks him to recognize Munemori as the next head of the Heike family. However, the ex-emperor keeps silence since he has already decided to part with Kiyomori. Tokiko feels suspicious about the ex-emperor’s reaction and has Munemori visit the ex-emperor for a talk, but he comes back empty-handed. Despite desperate praying and devoted care of his family and followers, Kiyomori dies. A few days later, Tokiko lies to the members of the family about Kiyomori’s last words, feeling uneasy about Munemori’s capability as the head of the family. Around that time, Yoshitsune hears Kiyomori’s death from Yoritomo and Masako.
鎌倉での義経（滝沢秀明）の暮らしは肩身の狭いものだった。一方、京に戻った清盛（渡哲也）は、ついえた福原の夢を抱きながら失意の日々。そんな折、清盛は突然の高熱で倒れてしまう。時子（松坂慶子）たちの必死の看病や祈祷（とう）のかいもなく、清盛は息を引き取る。その訃（ふ）報を頼朝（中井貴一）と政子（財前直見）から受けた義経は、平家に対する心底の疑惑を振り払うよう毅然（きぜん）と答えるが…。
