Utsubo visits Yoshitsune in Omi. Hearing from her that the Heike family has decided to flee from Kyoto, Yoshitsune thinks of going to see what is happening in the capital. Around that time in Kyoto, it becomes known that the ex-emperor Goshirakawa has secretly escaped from the imperial palace. Munemori and other Heike members are shocked to learn the ex-emperor's betrayal. The Heike family finally leaves Kyoto and Yoshinaka enters the capital with Yukiie. Seeing Yoshinaka's rude behavior, the ex-emperor Goshirakawa feels insecure about siding with him. During the escape from Kyoto, the Heike family stops over at Fukuhara and holds a memorial service for Kiyomori. During the service accompanied by music, Tokiko sees Kiyomori’s ghost. Falling into raptures about being granted an official rank by the ex-emperor, Yoshinaka immerse himself in luxurious lifestyle in Kyoto and neglects to control his army. Yoshitsune, who comes to Kyoto to gather information, witnesses the violence by Yoshinaka's soldiers and goes to see Yoshinaka to remonstrate with him as his cousin.
うつぼ（上戸彩）から、平家が都落ちすると聞いた義経（滝沢秀明）は、自ら都に偵察に行きたいと言いだす。平家の都落ち後、都入りを果たし、後白河法皇（平幹二朗）に謁見（えっけん）した木曽義仲（小澤征悦）は、巴（小池栄子）とともに都の派手な生活におぼれ、兵士の統制をとれずにいた。らく中で木曽の兵士の乱暴を目の当たりにした義経は、いとことして義仲をいさめようと、単身、義仲に会いに行くが…。
