Mibu Kyoshiro, a traveling medicine peddler, is mistaken for the legendary killer, Onime-no-Kyo, by the beautiful bounty hunter Shiina Yuya. Yuya soon realizes her mistake but captures him anyway since there's small bounty on his head. The two arrive in a village ravaged by the Bantouji brothers and Yuya decides to capture them in for their bounties. That night Kyoshiro discovers Yuya's true motivation: to find the man who killed her brother. During their battle with the Bantouji brothers, Kyoshiro is brutally beaten. But once he draws his sword, he becomes cocky, his gaze deadly and his eyes blood red. Kyoshiro taunts the brothers telling them he will kill them all effortlessly. He has become Onime-no-Kyo! Kyo defeats the Bantouji brothers easily and turns to the last person alive: Yuya. Kyo decides to spare her so that she may hunt for her brother's killer, but promises to kill her if she fails. Once he puts his sword away, the spirit of Kyoshiro returns to his body. As Kyoshiro and Yuya head west, they meet Okuni Izumono, a miko (Buddhist nun) who claims to be a former love of Onime-no-Kyo. She is fleeing from a group of rebels after discovering their secret hideout.
After running afoul with the local police, Kyoshiro and his two friends camp out under the stars. Yuya sneaks off to find the rebel hideout and steal their treasure. Kyoshiro wakes to find that both Yuya and Okuni are gone. After rescuing a young girl from a pack of wolves he ends up in the secret rebel village, where he discovers Yuya, safe and sound. A mob from the nearby town arrives and attacks the village. They are lead by Jimon, a blonde samurai who explains how Kyo humiliated him at the battle of Sekigahara. Angered by the attack on the peaceful rebels, and Jimon's attempt to kill the young girl he had saved, Kyoshiro draws his sword saying only, "He is coming...".