The film is set in the nineteenth century feudal Japan. Seibei (Hiroyuki Sanada) is a widower who works hard to take care of his two young daughters and his aged mother. He cannot afford to get married again as his income is not much. His friends call Seibei The Twilight Samurai to describe his life without glory. He meets his childhood friend Iinuma (Mitsuru Fukikoshi) who tells Seibei that his sister Tomoe (Rie Miyazawa) is divorced from her brutal husband. Seibei had been in love with Tomoe as a child. But will the rich Tomoe agree to marry the poor Seibei?