Yoshitomo feels chagrined at remaining in his low status, while Kiyomori is climbing up the ladder of success. Yoritomo, Yoshitomo's eldest son, meets Kiyomori for the first time and gets overwhelmed by his strong presence. Meanwhile, Fujiwara no Nobuyori, Emperor Go-Shirakawa's aide, holds Shinzei in check as he is gaining in power. As Yura's illness worsens, Yoshitomo tries to obtain medicine from Kiyomori, however, Yura tells Yoshitomo to never bow his head to the Taira family and passes away. While Yoshitomo is struck with deep grief from losing Yura, Nobuyori approaches Yoshitomo with plan to eliminate Shinzei.
