Still on the roof, Kikuchiyo raises his head and notices horsemen approaching on a ridge. He jumps up excitedly and giddily hollers to the village that the bandits are coming. The funeral party quickly disperses and all of the villagers run to their positions to prepare for the battle, leaving only the old man standing over Heihachi’s grave. The bandits ride down the hillside toward the village, and encounter the wooden fence that Shichiroji constructed. Several of the samurai watch from behind a wall on the other side of the fence and Shichiroji notes that the bandits have three muskets. The bandits disperse to find another way into the village, and Katsushirō runs from this fenced entrance to the center of the village, to tell Kambei and Gorobei that the bandits have three muskets and that twenty riders are heading to the north side of the village and thirteen are headed to the south. Kambei sends Gorobei and his squadron to the south side of the village, where they find the bandits held up by the flooded fields, as they had hoped. While the bandits are testing the depth of the water, Gorobei shoots one with an arrow, and the rest of the bandits retreat. Katsushirō runs back to Kambei to inform him that the thirteen bandits at the southern entrance have become twelve because one was hit with an arrow, and that they are now headed to the eastern side. Kambei laughs to himself, saying “good old Gorobei” and crosses off one circle of thirty-three on his battle plan map. Kambei sends Katsushirō to make sure the eastern bridge is out, and begins warning him to watch out for the muskets, when Katsushirō stands and runs off, finishing Kambei’s thought by shouting “the muskets!” Kambei chuckles to himself and smiles after Katsushirō.
Gorobei returns to Kambei with his squadron, and Kambei tells him to go to the north, as that is where the big battle will be. Gorobei asks him why he did not build a fence there, too, if he knew that already, and Kambei explains that the village needs a breach, to draw the enemy to that point and control the fighting there. He tells Gorobei that they cannot win on defense alone, Gorobei smiles, and runs to the North with his squadron. At the eastern side of the village, Kikuchiyo is directing his squadron to remove the boards of the bridge across the stream as Katsushirō approaches. Katsushirō tells him that twelve riders are on their way, and to hurry with the bridge. Kikuchiyo gestures at the bridge, which is being taken apart, and asks Katsushirō if he is blind. Katsushirō also warns him to watch out for the muskets, and Kikuchiyo again dismisses him, asking if he takes him for an idiot. A young couple then walks out onto the bridge with their baby, headed toward the unprotected mill, and Kikuchiyo makes them stop and asks them what they are doing. They explain that they are going to try to get the old man, their father, who is still in his house by the mill, to come back into the village to safety. They say that he will not abandon the mill and plans to die there. A cut to the mill reveals the old man sitting inside, facing the steadily turning wheel. Kikuchiyo tells them to hurry up and get the old man, tells Katsushirō to get out of his way, and yells at his squadron to keep working.
At the northern entrance to the village, a large group of villagers wait with bamboo spears behind a stone wall on the side of the path while Kyuzo and Gorobei stare into the woods and discuss the battle ahead. They look at the villagers, and comment that their squadrons are so scared they will not be able to fight well. They hear cheering in the distance and a cut reveals Shichiroji at the western fence riling up his squadron with battle cries. They seem to be able to see them as well, because Gorobei stares in their direction off-screen, smiles, and says that Shichiroji has the right idea. They call out their squadron into a line and make them perform the battle cry as well. At the eastern edge, Kikuchiyo hears them as his squadron is removing the last plank of the bridge, and says that they can cry louder than the others. He makes his squadron do it too, and Yohei laughs happily (and somewhat foolishly), as the rest of the squadron does the battle cry. Kikuchiyo asks Yohei what he is doing, and makes them all cry out again, including Yohei this time. Just then they hear the riders approaching the eastern side, Kikuchiyo tells his squadron to take cover, peers over the stream bank, and bounces excitedly as he shouts that the bandits are coming. The bandits ride through the abandoned outlying houses and come to a halt a long distance down the path from where the bridge used to be. Kikuchiyo steps out from his cover onto the path on his side of the bridge and taunts the bandits. A shot rings out and hits the stream a few feet away from Kikuchiyo, who jumps and runs back toward his fence. He climbs up onto it, taunts the bandits from the top of the fence one more time, and jumps down behind it after another shot rings out and misses him. Yohei points to the outer houses, and the camera pans to reveal that they are burning. As Kikuchiyo looks out at the burning houses, Yohei begins to run back into the village in fear, but Kikuchiyo grabs him and pushes him back against the fence, telling him to stand his ground. Two more do the same thing, and Kikuchiyo pushes them back and kicks them. He tells everyone not to panic and curses the bandits as they ride away.
Kambei and Katsushirō come running over to Kikuchiyo, who tells them that the outer houses are burning, and they stare out past the fence in silence. A large group of villagers, presumably those whose houses were among those burned, come running over from another part of the village, screaming and crying about the houses. Mosuke arrives next, yelling desperately at the newly arrived villagers to get back to their posts and saying that the houses burning are just rickety shacks. Mosuke’s wife, among the crying villagers, pleads with him, but he pushes her out of the way and continues yelling at the crowd to return to their posts. He then grabs his wife and leads the rest of the group back to their posts as Kambei, Katsushirō, and Kikuchiyo watch. They turn back to the burning buildings, and Yohei exclaims that the mill is burning. Kikuchiyo remembers the couple, grabs Yohei, and asks if they ever returned with the child and the old man. He runs around the fence, down into the stream, and toward the mill, as Kambei yells at him not to abandon his post and to return at once. As Kikuchiyo continues wading through the stream toward the mill, Kambei runs through the woods on the other side of the stream yelling at him to come back, and eventually jumps into the stream in another place and continues wading after him. The woman emerges from the burning house carrying the baby, and Kikuchiyo runs up to her and asks where the old man and her husband are. She says nothing, hands him the baby, and collapses. Kambei, who has caught up at this point, catches her and they realize that she was speared in her back. Kambei picks her up and begins carrying her back toward the village, telling Kikuchiyo to return with him, but Kikuchiyo does not move from his spot, and instead just stares at the crying baby as he holds it. Kambei turns and asks him what is the matter, and Kikuchiyo falls to his knees, still staring at the baby, and begins crying as he exclaims, “This baby is me. This is just what happened to me!” He holds the baby close and cries as the mill continues to burn behind them.
A sudden cut reveals that night has fallen and the mill has burned down. Yohei watches through the fence while Kikuchiyo and the rest of his squadron sit around a fire nearby. Kikuchiyo hears something and runs to the fence with a flaming log, and throws it down to the riverbank below while making hissing noises. He then screams, causing the five bandits that were trying to sneak in to rise to their feet and charge the fence. One gets past him but he kills the second one from the top of the fence, and the other three flee. A villager runs up to him and brings him back behind the fence to see something, where he finds Yohei frozen in shock, having plunged his spear into the bandit that got through. Kikuchiyo walks up to the dead bandit at the end of Yohei’s spear and pulls the spear out, pushing the body onto the ground. Yohei begins to relax, and Kikuchiyo asks him what he was staring at, and calls him an idiot.
At the western fence several bandits climb the fence to attack, but Shichiroji and his squadron are hiding behind a wall, waiting for them. They jump out and attack after many of the bandits have already made it over the fence, and kill several, though some retreat and escape back over. Shichiroji’s squadron gathers at the fence, looking through at the fleeing bandits, Shichiroji checks to make sure no one was injured. He tells them they did a great job, but then hears the bandits packing the muskets, and tells everyone to take cover. A shot rings out and Manzo clutches his arm and falls to the ground. Shichiroji and one villager run back out from their cover to help Manzo, and bring him back to cover while he pants and moans. They tend to him while he writhes in pain and calls for someone to bring him his daughter, Shino. However, Shichiroji finds the wound, which turns out to be a minor graze, and makes fun of Manzo, tells him not to blow his daughter’s cover (hiding from the samurai and pretending to be a boy), and slaps him on the wound to demonstrate its lack of severity. Manzo relaxes and sits back up, wide-eyed. In the southern edge of the village, another set of attackers are also being chased back through the flooded fields by the villagers. Rikichi fights particularly fervently, chasing the bandits further than any other villagers while they retreat. Kambei calls across the flooded ditch for him to stop, saying he does not have to chase them all down, and asks who it is because he cannot see him in the dark. Rikichi stops, climbs out of the ditch, and calls back his name.
Near the northern entrance, Kambei sits at a fire with Gorobei and Kyuzo and crosses off more circles on his battle plan, signifying that seven bandits have been killed so far. Many villagers are gathered behind walls nearby. As the three samurai rise, walk to the trail, and stare into the woods, Kambei explains that the bandits will attack from here next, possibly that night, but will mass all their forces their first for a coordinated effort. Kyuzo doubts it because he hears nothing; all the samurai, along with many villagers, stare down the path into the woods for a long time. Several bonfires burn along the path so that they can see. Kambei says he will prove it to them, and an abrupt cut shows Katsushirō finishing building a prop soldier, with the help of several children, inside a house in the center of the village. Katsushirō runs out of house and toward the northern entrance, but freezes when he encounters Shino on the way. They stare at each other for a moment, but Katsushirō drops his head and continues running past her, and she follows him for a few paces but then stops and watches him go. Katsushirō arrives at the northern entrance, where Kambei tells him to stick the prop soldier out from behind some trees further down the path. Katsushirō does this, and two gunshots ring out and hit the scarecrow. Katsushirō runs back to Kambei, who looks at the scarecrow and smiles, announcing that he thinks the bandits will attack from this place in the morning with their full force. He says the village will let them in, and when everyone tenses up with fear, he laughs and tells them he only meant they will let one or two in at a time, then close of the entrance with spears, and easily overwhelm the ones that got in. He explains that they will pick them off like this, one by one, until the final showdown. Gorobei says that the muskets still worry him, and wishes aloud that they could get one of them. Rikichi jumps up and excitedly tells the samurai that he will go attack the bandits and get one, but Kyuzo coolly steps forward, tells Rikichi he will get himself killed, says he will do it himself, and runs off into the woods. Katsushirō runs after him for a few paces, concerned, and Kambei runs out and pulls Katsushirō back to safety behind a tree. The samurai and villagers present all stare into the empty woods, which remain quiet.
After the next cut, the fires have burned out and it is the middle of the night. Katsushirō paces, worried for Kyuzo, while the others sleep or sit and rest. Katsushirō repeatedly turns toward the trail, thinking he hears something, and finally exclaims to the other samurai that he hears footsteps. Kambei sadly tells him “that’s enough,” and urges him to get some rest, but Katsushirō insists he hears something. Kambei finally hears it too, and they all run to the edge of path and stare into the woods. Kyuzo emerges, walking steadily, hands Katsushirō a musket, and says to Kambei that two more of the bandits have been killed, before walking off the path and finding a place to sleep against the side of a house. The samurai and villagers watch him, astonished and full of admiration, and then begin to inspect the musket. Katsushirō goes after him and stands above him, staring but saying nothing. When Kyuzo asks him what he wants, Katsushirō tells him that he is a magnificent person, and has wanted to tell him so for some time. Katsushirō runs off and Kyuzo looks almost uncomfortable at having received the praise as he falls asleep.
The first battle scenes serve mostly to advance the exposition and show a few important character relationships. If any doubt remains as to the competence and intelligence of our samurai, and Kambei's strategizing in particular, these scenes clear it up—the beginning of the battle proceeds exactly as Kambei planned, as the bandits are stopped at every entrance to the village except the northern one, which they only come to at the end of the first day. We are shown in several different ways how the battle will progress: Gorobei kills one bandit, demonstrating how the samurai and villagers will slowly pick off the bandits one by one; Kambei's battle plan and ceremonious crossing off of the circle confirms this strategy, and shows us his role in coordinating the different squadrons from the center of the village; we are told (and later shown) the muskets, which will play an important role in how the samurai and villagers fight; and we are shown the bandits confronting each blocked entrance, which foreshadows their weak attempts to breach each entrance and sets up the final battle at the northern gate. Of course, the horses and muskets are particularly emphasized during these scenes as well: the samurai speak at length about the muskets and we see and hear many gunshots; additionally, the galloping of horses often rises above other sounds, and the bandits are often shown riding in long shots, with the quick horses the only movement in an otherwise still frame. Mostly, this demonstrates that Kambei's plans are coming to fruition and that the village stands a chance, despite the advantages the bandits have with their horses and guns.
The brilliance of Kambei's strategy is of course more explicitly brought out by his discussion with Gorobei shortly after the first attack on the west entrance. Gorobei asks him why he left the northern entrance open if he knew the bandits would mount their main attack there, and Kambei explains to him in a platitude that they needed to leave one breach in the village to draw the bandits there and control the battle. This also further demonstrates Gorobei's and Kambei's intellectual relationship, and sets up Gorobei's role as Kambei's right-hand over the course of the battle. We see another important development in the interaction between Katsu and Kambei: Katsushiro is beginning to step up to his role in the battle as an assistant to Kambei and is taking the fight more seriously (he is focused, in contrast to his earlier distraction by flowers in the forest). Kambei is pleased and somewhat amused by Katsu's excitement, which reminds us of his experience with battle in contrast to Katsu's. Additionally, Katsu's newfound excitement sets up a contrast with his later unhappiness after killing his first person in battle. Additionally, we see an important interaction between Katsu and Kikuchiyo when Katsushiro tries to issue instructions to him from Kambei; Kikuchiyo seems angry at Katsu, and irritated to be receiving instructions from him because he sees him as inferior. There may be heightened tension between the two because Katsu comes from a particularly well-off samurai family (he wears the finest robes of the group) and is a 'true samurai' though he has little skill or experience, while Kikuchiyo comes from a poor background and has a complex about it, though he is a good fighter.
We see further foreshadowing of the battle in Kikuchiyo's behavior during this interaction and at his post as he prepares generally. He is not taking his preparations seriously enough, is too focused on mocking the bandits, and lets villagers outside of the gate without making sure they are going to be safe. This lack of concern for his post foreshadows his later abandonment of his post when he goes to steal a musket, and his taunting indicates that he is too arrogant, which foreshadows the same event. The gunshots that nearly hit him might foreshadow his later death by musket, and when he lets the villagers out of the safety of the village and soon forgets about them, it signals that they will likely die out there. Later, the rallying of the squadrons, and in particular Kikuchiyo and Yohei’s interaction while Kikuchiyo tries to rally his squadron, indicates a closer relationship between the samurai and villagers, with more camaraderie as the battle approaches. However, the members of Kikuchiyo’s squadron who try to flee while the outer houses burn, including Yohei, indicates Kikuchiyo’s inferiority at commanding his squadron when compared with the other samurai, and helps to characterize Yohei in preparation for his later actions. We see an important piece of growth in Yohei after this point, when he later kills his first bandit, and heroically defends his post after Kikuchiyo himself abandons it, which sets up an important contrast that draws out the problem with Kikuchiyo’s action.
When the outer houses burn, we see the first major escalation of the battle. To many of the villagers, this is a tragic moment, as many of them lose their homes, and they lose the mill, an important building for the village. They also lose the old man, and one of Kikuchiyo’s grave mistakes is revealed. It is an important moment for his characterization, as we discover that he was not simply born a farmer, but was also orphaned as a young child, which may explain why he lies about his ancestry and tries to become a samurai. The focus on the turning mill wheel as it burns and as Kikuchiyo is reminded of his childhood unites circular imagery with his description of events coming full circle. It may also be, then, that the burnt and motionless wheel in the next frame indicates that this cycle will come to a satisfying end, at least for Kikuchiyo, who will find his vengeance when the samurai finally do defeat the bandits.
The series of attacks that night returns the advantage to the villagers, and sets up the larger attacks through the northern entrance the following morning. We see many earlier moments in the film reflected in this series of scenes: Kikuchiyo is on particularly high alert by his fire because of Kambei’s earlier warning to him when he was caught sleeping; Yohei kills his first bandit and is frightened senseless by it but becomes stronger; Rikichi fights with intense anger toward the bandits because of the history with his wife; Kambei’s plan comes to fruition as the bandits are slowly picked off one by one; Shichiroji and Manzo share a more personal moment as Manzo thinks he is dying. These scenes are in many ways defined by excellent cooperation between the samurai and the villagers: for example, Kikuchiyo accidentally lets one bandit through and Yohei unexpectedly solves the problem and kills him, Shichiroji and his squadron protect their fence and protect each other, and Rikichi kills many bandits but Kambei intervenes before he goes too far and gets himself injured. These are shown to us as important relational developments after several days of trying to achieve cooperation and prior to the large battle, when cooperation will be absolutely crucial. It also reveals important individual character developments: Rikichi begins to control his anger, with Kambei’s help; Yohei begins to overcome his all-consuming fear; Kikuchiyo takes his job more seriously to some degree.
When Kyuzo rushes into the forest and steals a musket from the bandits we are shown the true reach of his skill as a samurai. Even more importantly, this scene is used to develop the relationship between him and Katsushiro and to set up Kikuchiyo’s final mistake, when he will abandon his post to steal a musket as well. We can see already in Katsushiro that he has a good understanding of important qualities in a samurai and a good assessment of skill, and is beginning to step up to many of the tasks assigned to him. In several earlier scenes, we have caught a glimpse of his admiration of Kyuzo’s skill and seriousness, but it comes out most strongly in the scene with the musket. He is most concerned about Kyuzo because he has come to admire him and does not want him to die, and is most hopeful for his return even after the other samurai seem to have given up on him. When he does finally return with a musket, not only is Katushiro more impressed with Kyuzo than he has ever been, but he has also realized that his hero very well may die at any time in battle, and has a deep need to express his admiration. Though Kyuzo is quite reserved, his expression after Katsusiro’s compliment seems to indicate that he is pleased, and at the very least Katsushiro seems to feel a stronger bond with Kyuzo after this conversation, leading to Katsushiro’s deep outrage and sorrow when Kyuzo is later shot.