In the mid-19th century, during the final days of the Shoguns and the Samurais, the winds of change blowing throughout the country are beginning to be felt even in the Unasaka domain, a small fief on the northwest coast of Japan's main island. Two friends, Munezo Katagiri (Masatoshi Nagase) and Samon Shimada (Hidetaka Yoshioka), see Yaichiro Hazama (Yukiyoshi Ozawa) off on his journey to take up an important position within the clan organization in distant Edo. The two return to Munezo's home, a modest dwelling befitting a samurai who lives on a tiny stipend of only 30 'koku' of rice per year, but a place of warmth and laughter he shares with his mother, his younger sister Shino (Tomoko Tabata) and Kie (Takako Matsu), a pretty farm girl working as a maid while she learns the skills and manners she will require to make an advantageous marriage. Three years pass, in which time Munezo's mother has died, concerned that her son remains without a wife, and his sister has married Samon, leaving Munezo alone in their house with one elderly maid. Kie has married into the Iseya, a family of oil wholesalers, and Munezo assumes she is living happily. Encountering her out shopping one winter's day, he notices that she has grown thin and sad, and feels a tug at his heart as he watches her walk away through the snow. Several months later. Under the direction of an official from Edo, Munezo is one of several samurai studying the new science of artillery. Hearing that Kie is ill, he and Samon hurry to the Iseya. Reluctantly admitted by Kie's mother-in-law, he finds her lying half-dead in a dimly lit storeroom. Ordering her husband to institute divorce proceedings, he carries her back to his own home. Gradually she recovers, her younger sister comes to help, and Munezo's house once again becomes a place of gaiety and laughter. However, a plot by members of the clan in Edo against its leaders is brought to light, and fearful that this will come to the attention of the Shogun's government, those responsible are ordered to commit suicide. Yaichiro is also implicated, and he is 'sent down' to the clan's domain, where he is imprisoned in a small hut deep in the mountains. Munezo and Yaichiro were two of the best students of Kansai Toda (Min Tanaka), former fencing instructor to the clan. Yaichiro was actually the better of the two, but for some reason Toda chose to impart his secret 'Oni No Tsume (devil's claw)' technique to Munezo. The clan's chief retainer, Shogen Hori (Ken Ogata), summons Munezo and informs him that he is suspect due to his association with Yaichiro, and demands the names of others Hazama is friendly with. Munezo, saying that it is a samurai's duty to respect confidences, refuses to tell him. The presence of Kie in Munezo's home makes him the subject of criticism. He has resolved to send her back to her family once she is recovered, but now tells her of a long-held dream of his, to take her with him on a journey across the sea. Thus made aware of his feelings for her, she feels her own heart begin to pound. Yaichiro escapes from confinement and takes refuge in a farm house, taking an inhabitant hostage. Ogata (Nenji Kobayashi), the clan's chief overseer, orders Munezo to kill him. The end of the samurai's world is now in sight, but that world is not yet ready to let Munezo go free.