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.
