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Hidetora Ichimonji, a powerful but elderly warlord, decides to divide his kingdom among his three sons. Taro, the eldest, will receive the prestigious First Castle and become leader of the Ichimonji clan, though Hidetora will retain the title of Great Lord. Second and third sons Jiro and Saburo are to support Taro and will be given the Second and Third Castles. However, Saburo is exiled after criticizing his father's lecture about unity. Hidetora's retainer Tango is also exiled for defending Saburo.
Taro's wife Lady Kaede urges him to take full control of the clan. When Taro demands Hidetora renounce his title, a furious Hidetora leaves and travels to Jiro's castle, only to discover that Jiro is only interested in using him as a pawn. As Hidetora and his retinue wander, he decides to take over the Third Castle, which had become deserted after Saburo's exile.
Later, the Third Castle is attacked by Taro and Jiro's combined forces, and all of Hidetora's retinue are either killed or commit ritual suicide. Jiro's general Kurogane takes advantage of the confusion and shoots Taro dead with an arquebus. Hidetora succumbs to madness and is allowed to leave. Tango and court fool Kyoami, still loyal to Hidetora, accompany him as he wanders across the land, haunted by visions of the people he killed in the past. They take refuge in a peasant's home only to discover that the occupant is Tsurumaru, the brother of Lady Sue, Jiro's wife. Hidetora had blinded Tsurumaru after massacring his family and left him impoverished.
With Taro dead, Jiro becomes the Great Lord of the Ichimonji clan, and moves into the First Castle. Lady Kaede seduces Jiro, and demands that he kill Lady Sue and marry her instead. Jiro orders Kurogane to do the deed, but he refuses, seeing through Kaede's perfidy. Kurogane then warns Sue and Tsurumaru to flee. Tango, learning that Jiro is considering sending assassins after Hidetora, rides off to alert Saburo.
Saburo's army enters Jiro's territory to find Hidetora, forcing Jiro to hastily mobilize his army. A brief truce is reached and Saburo rides off after learning of Hidetora's whereabouts. Jiro breaks the truce and attacks Saburo's remaining forces, suffering significant losses, and is forced to retreat when informed that the armies of the neighbouring lords are marching on the First Castle. Saburo tracks down Hidetora, who has partially recovered his sanity, and the two reconcile. However, Saburo is shot and killed by one of Jiro's assassins. Overcome with grief, Hidetora dies on his son's body. Tsurumaru and Sue arrive at the ruins of the family castle. Sue leaves to retrieve the flute Tsurumaru has inadvertently left behind, giving him a picture of Amida Buddha for protection before she departs. She never returns.
As the First Castle is besieged, Kurogane learns of Sue's death, and confronts Kaede. After confessing that her plot was revenge against the entire Ichimonji clan for massacring her family, Kaede is beheaded by Kurogane. Jiro, Kurogane and all Jiro's men subsequently die in battle. A funeral procession is held for Saburo and Hidetora. Meanwhile, left alone in the castle ruins, Tsurumaru trips, dropping the Amida Buddha image that Sue had given to him.