Journey to feudal Japan and the banishment of the samurai class. The tale begins at a quiet inn on the Nakasendo highway with a disillusioned samurai, Itashima Chobei.
He is confronted by Akiyama, a samurai on a mysterious errand for his powerful leader, whose actions turned the serene mountain inn of Fallen Leaves into a state of chaos.
At the center of their personal battle is a beautiful woman, Miyo. While she is attached to one, and coveted by the other, both men are driven by the respect for her love. When Miyo abruptly disappears, Chobei must pursue Akiyama across the beautiful yet brutal Japan of the 1860s.
Both samurai will face an ultimate question: is there still a place for loyalty to a clan, or are the lives of individuals more important?