A Tokugawa Daimyo rebels against an his lord after the battle of Sekigahara. Samurai Matabei, a famous spear fighter and warrior, is a vassal of lord Honjo. One of Honjo's most trusted under-lords is Sanzaemon. He has designs on Matabei's fief, and he plots to kill Matabei. He finally convinces Lord Honjo of Matabei's guilt. Now Matabei must fight to survive.